I regret the actions of last night. Roxy, Matt, Chibi, I'm sorry for the wheel landing on Bakugan. I will seek penance.

Anyways, here's your chapter. Here's the Discord: /cgFmXz3qJ5


Cyan smoke billowed from the jewel topping the staff as the group looked on in awe. A muscular, blue-skinned figure took form before them and flexed gratefully. He wore stud earrings, a gold ring for his ponytail, an arm ring on his left upper arm, bracers on his wrists with chains dangling from them like broken shackles, vine-like ornaments on his right thigh and left lower leg, and an ankle bracelet on his right. Chains were wrapped around his torso, crossing his chest and terminating in a point resembling the Relic of Creation.

Ben blushed as he stared at this person. "...oh."

"Eyes up, Ben." Ruby joked.

"Ah! It seems someone has come to engage my creative wiles! All I'll say is it had better be worth it after my last project." Ambrosius said. "A floating city? How pedestrian."

"Are...all the Relic spirits like this, you think?" Kylie whispered to Albedo.

"I pray at least Knowledge or Choice has some modesty," the Galvan human said, not knowing about Jinn's own lack of proper attire.

"What was that?" Ambrosius asked with a cocked brow.

"Nothing to worry about, Mr. Ambrosisus!" Penny said, "In fact, we have heard many stories about your creative prowess so, we do indeed have a rather intriguing project for you!"

"Well, hello. You are a fascinating little design, aren't you?"

"I-i am?"

"Perfectly human in appearance and yet I can hear the various servos and gears inside you," Ambrosius commented, taking out a jeweler's magnifying glass and looking over Penny, "I'd love to speak with whoever built you."

"And I am sure my father would love to speak with you as well, but we don't have the time for that," Penny said.

"Right, right. SO! What is it you want me to make?"

"Well..." Ruby began. "We need two favors."

"Two you say? You are aware of the rules, correct? Only one-" Ambrosius began before Penny cut him off.

"Only one creation can be maintained at a time, we know. We happen to know someone who's very...knowledgeable on the Relics," Penny beamed.

"You don't even need to say his name, I already know who you mean. Is he still wearing that gaudy green cape? I mean I know I shouldn't be critiquing fashion but..."

"A cape? Pfft, no." Ben shook his head.

"Is he at least dressed well?" Ambrosisus asked. "Because I would love to see his new threads."

"His aunt picked it out for him, so...it looks better." Ruby said.

"Good. Don't trust him to make fashion choices alone. His sense is terrible, or at least it was. Not even the Relic of Choice could help him there," Ambrosisus sassed.

"Oz was right when he called him a character," Kylie muttered.

"Now then, first project? What do you have for me?" the spirit of Creation inquired.

Weiss took a breath. "We need you...to make human life."

Ambrosisus blinked. "But you guys can do that already."

"This is...different. You said you could see my design, right?" Penny asked.

"That's right, down to the smallest screw."

"Well...my battery, my heart, she is her own person. And we want you-"

"To remove her safely from you and allow her to form a body...and because I cannot destroy… Oh you have done your homework, haven't you?" the spirit praised.

"A little bit. We suspect someone with a one track mind will hone in on Penny because she's obsessed with her power. So, instead of risking Penny again...we're gonna make her sister real." Yang explained.

"While we sneak Penny to Vacuo, Eunice will stay behind, delay Cinder long enough so Penny's safely away and then she'll withdraw with the rest of us." Blake explained.

"And this...Eunice is ok with that?" Ambrosius asked.

Penny's eyes blinked and changed to a different shade of green, her voice changing a bit as well.

"Yes, I am," Eunice spoke through Penny.

"Ohhhh that...that is interesting," Ambrosius hummed, bringing out the jeweler's monocle again, "Are you sure you're not actually one of mine somehow?"

"My original designer is the First Thinker of Galvan Prime who I am fairly certain you don't know."

"First Thinker, First Thinker...never heard of him. Sounds pompous." the spirit of creation shrugged.

"Oh, he's very pompous." Albedo nodded.

Penny pulled out her scroll, projecting a hologram of her blueprints for Ambrosius to see. The spirit was immediately engrossed in them. Ambrosius formed a steeple with his fingers, deep in thought. He twirled in the air away from the girls to make a series of complex hand gestures, apparently doing some difficult calculations.

"He's...an odd one." Weiss muttered.

"You're smart. What sort of equations is he doing?" Kylie quietly leaned over and asked.

"I'd liken it to stoichiometry." Albedo explained.

"Calculating the ratios and amounts of the different materials needed for the project." Weiss added. "Given how he's an omnipotent deity, he's most likely a master in the craft."

Ambrosius finished his calculations and twirled back towards the girls. "Well, I believe I can assist you in the construction of the body. It will require a few modifications to your blueprint, nothing to worry about, and an answer."

"Alright. Shoot." Ruby smiled.

"Why?" Ambrosius simply inquired.

"Why...?" Ben repeated, prompting for the giant spirit to elaborate.

"All this trouble, all this loophole usage and bending of the rules, so much time, so much effort put forth and the result is...what? One new life? I haven't been used by too many people over the centuries, mostly just the old man before he locked me away in here, still a bit peeved at that by the way, but he had a grander goal in mind. This city was supposed to be an inspiration, something people can look up to and feel hope. Very lofty...but you all? Just...just one life? That's it? Why do all this for something so small? Uh, no offense."

"Victory...is in a simple soul." Ruby said. "Sometimes it only takes one life to make a significant difference. That one life could go on to impact countless others, and that's worth fighting for."

Ambrosius paused, his eyes narrowing as he considered Ruby's words.

"Perhaps you're right," the spirit finally said. "It's sad, though. When I was 'commissioned' to make this place, it was meant to be a beacon of hope, a place where people could come together, create something new, and make a real impact in the world. Over time, though, it seems the original intention has been lost. It's become a place of power struggles and ego-driven agendas. I dare say it deserves to fall...but there is still something worth fighting for here, if you kids are any indication."

"Glad you see it our way. So," Ruby smiled and stepped aside. Penny took a few steps forward and closed her eyes, holding her arms to her side as if she was standing at attention. Ambrosius nodded and floated down towards the Winter Maiden, holding the jeweler's monocle in front of his eye. From his perspective, he could see every single component that comprised the android girl, but he was looking for something specific. Situated where a normal human heart would be was the Unitrix.

"Alright. Penny, Eunice...you might feel a slight jolt, but I promise that's perfectly normal," the giant reassured as he reached his hand out and tapped Penny's chest. A ripple of blue energy traveled over Penny's body and, inside, four power connectors decoupled from the Unitrix. With the steady hand of a surgeon, the spirit of Creation telekinetically grabbed hold of the Galvan-made cylinder and had it phase out of Penny's chest. As soon as the device had left its casing, Penny's body began to shut down. Her eyes dimmed and even the light on her boots and the power symbol on the ribbon around her neck started to fade.

And then? A spark ignited.

Where once the Unitrix lay, a spark of magical energy snapped to life in its place. The power connectors coupled up to it as the spark grew and the energy flowed through Penny's body. The green glow returned to her metallic boots but the power symbol on her ribbon now shined with a bright and wintery blue. Penny's eyes fluttered open again and she looked around the Vault room.

"It...it worked," Penny beamed, putting a hand to her chest feeling the thrum of magical energy that now functioned as her heartbeat.

"How does it feel?" Ruby asked.

"It feels...nice." Penny said. "Rhythmic. Like a small drum. Real, almost."

"Now then, what to do with-" Ambrosius began before the Unitrix began to glow green in his hand.

"You might wanna set that down," Ben suggested, one that Ambrosius happily heeded. Even though he had released it from his own telekinetic grip, the Unitrix floated ever so gently above the ground, surrounded by that green glow. The cylinder itself was soon engulfed by the shine, morphing from a single sphere into a humanoid shape. The light began to dissipate around the figure, piece by piece, revealing the long, curled red hair, the olive green German-styled dress, though her arms and legs were bare, sporting no gloves or metallic boots. Then came the ribbon. Instead of a power symbol located on the ribbon around the entity's neck there was an Omnitrix hourglass.

"Fascinating..." Ambrosius muttered as he saw an exact duplicate of Penny emerge, landing on her feet.

"Eunice?" Penny asked, walking up to her sister.

The Protector of Mantle's twin sister opened her eyes and immediately pulled Penny into a tight hug.

Penny hesitated for a moment, just a single moment, before she hugged back. Eunice had to admit- Penny was so warm.

"Never...in all my life, did I expect to do this," Eunice admitted, clearly choked up.

"Neither...neither did I," Penny said, hugging her sister tightly. Ambrosius looked down at them and smiled a bit. True, he may not have been responsible for creating a human form for the girl, but he did make this possible to begin with.

"Well, my work is done." Ambrosius said, ready to retreat back into the staff, but Ben held up a finger to stop him.

"Uh...actually, we still need you for ONE more job." Ben explained sheepishly. "A quick commission."

Ambrosius raised an eyebrow. "You kids sure know how to keep a guy busy. Shoot."

"Floor's yours Weiss," Kylie said. The heiress took a deep breath and walked up to the spirit, taking out her Scroll and bringing up schematics and other visual references for the Snowshow Shipping pneumo tubes and the cargo-location where the tubes all connected to the Atlesian military base.

"We need you to help us evacuate two entire cities, but we knew that if we asked you to just make a bunch of doors from here to Vacuo, you'd need information we don't have," Weiss began.

"You're right. Coordinates and specs for each door, an explanation for bending space and time to account for the much greater traffic on one side and the single point of exit on the other, so on and so forth," Ambrosius confirmed.

"So instead, we need to funnel everybody into a central location first, sort of an 'in-between' if that makes sense."

"It does. But you're gonna need to tell me more about this place. For starters, where is it?" the spirit asked.

"A place like these Vaults. Wherever they are, they're not on Remnant, I think. Jury's still out on where exactly they are, but you can only go in if you know the right way. Safe bet for thousands of scared refugees, right?" Kylie answered.

"And then these schematics, pneumatic tubes that connect all across the city…I see what you're getting at. I can't tell if you kids are a lot smarter or a lot more foolish than you realize," Ambrosius shook his head a bit before he got to work. He concentrated before he began making a series of complex hand gestures. The doorway to the Vault was replaced by a golden archway surrounding a blue portal that rippled like water when anything passed through it. On the other side, in an extradimensional void, a series of those portals appeared, all linked by similar golden bridges and platforms, all leading towards one massive platform and an even larger archway. Behind it was a massive wireframe globe with support struts, all set against a backdrop of a cyan and orange mist filled dark sky.

"People enter from Mantle or Atlas on one side and leave through the other. A one-way ticket to Vacuo," Weiss said.

"Aaaaaaand done!" Ambrosius said, snapping his fingers, "My you all were thorough...disappointingly so, I might add. No room for creative liberties and that is where I do my best work."

"Perfect," Ruby said, "Thanks again Am-"

"Ah ah ah, one last little thing I need to mention here, a bit of...clarification. Do. Not. Fall," Ambrosius warned.


Ben wished they heeded that warning; he really, really did. Maybe they should have installed some guard rails or added in some kind of protection. But would that have lasted? Would that have changed the outcome here?

With Vilgax, Cinder, and Mercury, before he fell, driven by sheer spite and revenge, all on a hyper-offensive? Probably not.

"You're not her. You're not Penny," Cinder whispered, watching the power symbol on the redhead's ribbon morph to the Omnitrix logo, "You...you're...?!"

"She is the rumored first iteration. The Unitrix," Vilgax finished, his eyes leaving Ben for a moment as a sick idea came to his mind. His goal was closer than ever now, how generous of his foes to practically gift wrap this component for him!

"Then where-" Cinder whispered, before looking over her shoulder at the massive portal.


On the other side of the archway, the true Penny had moved up to hug Albedo, the Galvan in human form, an absolute emotional wreck that hadn't improved in the last few minutes. Among all the frightened murmurs and concerned chatter, a scream tore through the air, audible even among the raging and sandy winds. Penny and the other Outcasts turned to see one of the civilians pointing out something on the horizon, a collection of monstrous shadows. Once the scream had died down, a screech echoed out in answer. Swarms of Grimm were charging towards the people of Atlas and Mantle.

On the ground, young Deathstalkers skittered towards the assembled crowd, accompanied by the trotting hooves of a new Grimm. Their black, short-haired hide was pock-marked with specks of bone like caked mud with a sheer white, armored hump jutting up from their backs. A tall neck stretched out above their bodies as their red eyes locked onto the terrified people, green venom dripping from its lips. On paper, a camel Grimm doesn't exactly sound terrifying, but Dromedons proved that no Grimm could be considered a joke. In the air, crimson red wings beat as massive black bats flew towards the crowd, a swarm of Ravagers.

"Albedo, I...I will be right back, I promise," Penny said, lowering her hood before rushing out to the front lines, Floating Array emerging from her silver backpack. Blue flames ignited from her thrusters as Penny took on a defensive stance, ready to fight back the oncoming horde.


Cinder was lost for all words here. She had been tricked in the same way twice. She'd be going back to Salem, once again empty handed. These lies and deceit, this unyielding failure that seemed to follow her around, it was suffocating.

But Vilgax was the opposite; he was prospering.

This is what he came to this miserable planet for, this was his prize.

Vilgax's tendrils suddenly shot out and wrapped around Eunice's throat, pulling away from the Fall Maiden, hard.

"NO!" Cinder yelled, reaching out in vain as Eunice was now in the warlord's claws.

"Is there a problem? She is an imposter, is she not? Her value to you has just evaporated," the tyrant countered, "But to me? Oh how her value has skyrocketed."

"That doesn't matter! She is MINE to kill, especially after this little stunt she pulled! Humiliating me again! I should-!"

"Let me kill her and I shall allow you to land the killing blows on both Tennyson and Rose," Vilgax offered, knowing exactly how to deal with Cinder. Unlike the Fall Maiden, blinded by devotion as she was, the Murrian picked up on Salem's strategy the moment she admitted "fault" back aboard her leviathan. Give the girl what she wanted and she would drop any argument.

Cinder looked over at the defenseless Ruby as she was rushing over to help Blake. The feline Faunus had fallen to her knees, huffing and disoriented. Looks like the drawback of her Berserker was hitting her hard.

"...Deal." Cinder muttered, before flying over to attack Ruby. Ben immediately jumped into action, his Cerebrocrustacean form trapped her in an energy orb and slammed her down to the ground, the orb shattering

"Don't try it." the Omnitrix-wielder growled.

Cinder didn't say a word as she got back to her feet, shrugging off the sudden jolt from Ben. Instead, her Maiden flame flared at the corner of her eye as she formed up her bow again, nocking three arrows and pulling back on the thin string of the bow.

"Then let me finish what I started nearly two years ago now," Cinder finally growled before launching her arrows. The middle arrow flew straight, but the top and bottom projectiles swerved outwards, flying in an odd arc that aimed to trap Ben in a pincer. The irony wasn't lost on him and, while Brainstorm's shell was tough, it wasn't that tough. He couldn't even risk opening up his shell to use his electricity or else the arrows would find their mark. He jumped back from the first arrow, letting it stab into the golden pathway. The second arrow crashed against his shell, homing in on him before it exploded and knocked him out of alien form. Cinder nocked another arrow, closing one eye as she aimed at Ben's chest, right at his heart, adjusting her aim by two inches. The margin of error that saved Ben's life at Beacon was now corrected.

"Goodbye, Ben," Cinder smirked and let the arrow fly.

Ben's vision blurred as he reverted back to his human form. Time seemed to slow down as he watched the projectile approach him. He could see the fletching of the arrow spinning and the sharp tip glinting in the light. For a brief moment, he thought of transforming again, but he knew it was too late.

Life flashed before his eyes. Ben always wondered what he'd see when his whole life was condensed into attoseconds. What important moments would he see replay, over and over? His big moments? Ben was pleasantly greeted with a surprisingly calming sight. The nicer, softer moments with all his friends. The laughter he shared with them. Meals spent locked in discussion of whatever. Every night spent with Ruby.

Seeing Ruby's face one last time before he drifted to sleep.

I was gonna propose. Ben recalled, blinking. I was gonna propose a few days ago.

The arrow grew larger and larger in his vision until it filled his entire sight. He closed his eyes, bracing himself for the impact.

I'm so sorry.

Only for the arrow to never reach him.

At the last minute, a glowing white, bestial arm snatched the arrow out of the air and held it in its claws. Cinder lowered her bow in shock and surprise for a moment. She couldn't believe what she was seeing and neither could Ben. Standing in front of the downed 'trix wielder was Winter, tear stains still evident on her cheeks. Her eyes were now solid blue and white, aglow with pure energy. The elder Schnee sibling growled as she snapped the arrow and tossed the pieces over the side. Her arms and legs were transformed, covered by energy constructs of her favored Beowolf summons, much in the same way that Weiss had been covered by her Knight's armor.

"You don't get to take anyone else away from us...you glass-hearted bitch," Winter growled, getting into a fighting stance much like the Grimm the limb projections originated from.

"Winter...?" Ben muttered.

"Intriguing," Vilgax muttered, his attention moving away from the wounded girl in his grip for a moment. Eunice tried using her newly acquired Biot-savartian powers, gained before the evacuation began and how she was able to control her replicas of Floating Array, to cut herself free. The powers activated, the blades' metal hilts twitching and tugging as she pulled on them, but the Murrian took notice. He smirked under his mask and swept all the blades off of the platform they were on.

"Ah ah ah. Not. So. Easy," the warlord taunted.

The blades fell into the abyss, never to be seen again, and Eunice's eyes widened.

"You'll never get what you want from me. I am protected-!" Eunice yelled.

"You are human. A downgrade. Weak, pathetic, and oh so frail," Vilgax growled.

"To you maybe. But that's because you've never taken the time to really see them. You only ever see them as...inferior, don't you? Just-" Eunice began, ready to give a whole speech on the positives of humanity, but Vilgax was having none of it. He tightened his grip on the girl's throat, cutting her off before rearing back his hand, sharpened claws at the ready, and thrust his hand into Eunice's chest.

Eunice's eyes went wide as the Murrian pierced her body, feeling his claws grab hold of-

No.

Vilgax could see the fear in the newly created Eunice's eyes and, for a brief moment, he wondered if this machine could actually feel that emotion. The body was real, there was no question, just a bit of human DNA twisted and rewritten so that her form would more closely resemble Penny's, but the feelings, the emotions, were a point of contention. He and Cinder were in agreement there, that Penny and Eunice could only feel approximations of those feelings. When he looked into Eunice's eyes as his hand grabbed hold of her core, that look of sheer fear and panic that seemed almost real, almost enough to spark some sort of reaction out of Vilgax.

Almost.

Overcoming that moment of curious hesitation, the last of the Murrians violently ripped the core of the Unitrix out of Eunice's body, the core and the claws responsible now coated in crimson. The warlord looked over the core in satisfaction before he heard Ruby scream in absolute horror. Vilgax spun towards the source of the scream, looking up at the broken Huntress and he just smirked. He dropped the now limp and lifeless body of Eunice before he began marching on to his next target.

"I did promise Cinder she'd get to kill you, but I'm sure she wouldn't be too upset if I snuffed you out myself. She'll rage and burn...but only for a moment," VIlgax mused.

Ruby didn't register what Vilgax was saying. Eunice's lifeless body was too...'loud'. Her screams were deafening in Ruby's head, drowning out all other thoughts. She felt paralyzed, unable to move as Vilgax walked towards her. It was like she was in slow motion, watching the alien come closer and closer to her face.

"You failed." Vilgax growled. "You may have saved the people of Atlas and Mantle, undeserving as they were, but who, exactly, is going to save your sorry, yet simple, soul?"

Ruby didn't reply.

"Can you say, with confidence, that this plan had no holes? Could you not afford to add more to it?" Vilgax asked, as he instinctively blocked some bullets. He turned around to see Blake, holding up Gambol Shroud. She was shaking, tears streaming down her face.

Vilgax stared right through her. His eyes lit up, and fired, hitting Blake dead center in the chest. The feline Faunus felt the heat sear through her body as she flew through the air, her vision blurring.

"N-no..." Blake muttered, as she lost grip on her weapon. Gambol Shroud tumbled down into the abyss, vanishing below.

And she plummeted after it.

"Three. Left," Vilgax taunted, calmly marching up to Ruby and grabbing her by the throat. The Murrian lifted the girl off the ground in a sick kind of triumph, looking into the girl's despair-filled eyes. Tears were already welling up in his enemy's eyes, but it seemed like they were shimmering. A trick of the light maybe, but then…why did that glow look silver?

Back down with Ben, Winter had rushed in and was fighting like an animal, almost channeling the very Grimm she had slaughtered to gain this summon. You'd think that would make her predictable, easy to counter, but Cinder found out the hard way that just wasn't the case. The Fall Maiden had the Staff shrink into a compact form and sheathed it on her back, holding it in place with a hastily but sturdily made pair of glass couplings. She needed both of her blades to counter these strikes. Winter slashed down with her new Beowolf claws, only to be met by those damned glass weapons again. She didn't care though, slashing with all her might to try and just break through the weapons and rend this monster apart. Cinder parried one of the last claw swings, making Winter stagger, but the elder Schnee sister expertly took the momentum and spun around, morphing one of her Beowolf claws into the head of a Manticore. The way she held it was like a shield, but then the leonine mouth opened and fired out a barrage of blue fireballs, forcing Cinder to weave between them.

Of course...the one person who I think can never unlock a Berserker, Cinder mentally grumbled.

Meanwhile, Vilgax was tightening his grip on Ruby's throat, relishing in her struggle for air. But something was off. His fingers were starting to tingle, as if there was some sort of energy flowing through her. He glanced at her again and saw the silver glow intensifying in her eyes.

"What is this?" the warlord growled, his grip loosening slightly.

Ruby gasped for breath, her own eyes widening at the realization. The silver glow was her eyes charging up, albeit involuntarily, but this could be a game-changer.

M-maybe...if I stun him...I can...I can save Eunice! Ruby thought. The red-hooded Huntress tried to focus her attention towards any positive thoughts,a good memory, SOMETHING that could save her.

Vilgax narrowed his eyes and decided not to risk it.

"TENNYSON! YOU MAY WANT TO WATCH THIS!" Vilgax roared, before he punched Ruby in the stomach one last time, breaking her Aura. With one last victorious, hidden grin, the warlord tossed Ruby aside and over the edge into the void.

Ben's eyes widened in horror.

"RUBY!" the Omnitrix-wielder yelled, scrambling to his feet. Vilgax saw no point in trying to stop him.

Ruby Rose, his best friend, his girlfriend, his everything. She always looked so happy, but now it looked like she'd been emaciated, drained of any and all hope. Her flickering silver eyes lost that beautiful shine that Ben always got lost in. He tried to activate the Omnitrix, but it just wouldn't budge. He slapped it, over and over, screaming for it to work. But it was no use. The Omnitrix wasn't responding to his frantic commands.

"RUBY!" Ben yelled.

Ruby could barely hear his voice.

"RUBY!" Ben yelled once again.

The bridge was getting further and further away.

"RUBY!"

And...

She scattered into a mist of gold.

Gone.

Ruby Rose wa

N

Gon

No.

Right?

Ben fell to his knees, his eyes moist with tears as he realized what had happened. Ruby was gone.

He had failed her, just like he had failed Eunice and Blake.

He failed Emerald.

He failed Yang.

He failed Neo.

He failed the others on the Vacuo side of the portal.

HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED HE FAILED-

Vilgax walked past Ben without a second glance, pausing for just a moment so that his next words could be heard clearly by his old enemy.

"That despair you feel is but a fraction of my own pain." Vilgax snarled. "The next time we meet, should we in fact meet again, I will not be so merciful."