It's Halloween, everyone! Happy Ruby's birthday! You love to see it.

I learned I'm like one of the only people to hate the FNAF movie. It was not enjoyable for me. Barely horror. I think I'll rewatch the VHS FNAF videos for some vindication.

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

It's always hard for a parent to see their kid in any state that isn't 'healthy'. Hell, taking care of the ill child is one of the most draining and difficult tasks a parent can face.

Especially if you're a doctor, like Pietro.

It was made even worse by how sudden this all was. Penny was fine this morning, her usual cheery self, ready to take on whatever mission she was given. The funny part was that today's 'mission' wasn't really a mission. She wanted to attend a party. Pietro had raised some concerns, like any protective parent would. Who was she going with, how long she intended to be out there, things like that. When Penny mentioned Ben and Ruby, he knew that he could trust them, and when she said it was in Mantle, well, how could he refuse his daughter then? She loved the city in Atlas' shadow, walking its streets, taking in the sights after being away for so long. In the end, he said yes.

Now he was starting to regret that. He arrived in the hangar right as the Manta landed, a hand going up to keep his hat firmly on his head because of the engine winds. When they died down, the doors opened and Penny was brought out on a stretcher, Ari and another medic bringing her inside.

"What happened? Will she be alright?" Pietro managed to ask, two out of about a hundred questions that raced in his mind.

"Routine check first, doctor," Ari said, "Then we'll let you take a look. It sounds like there's something only you can deal with here."

"What?"

"Doctor Polendina?" Ruby asked, "I…I think we need to talk."

"A-ah! Ruby! I'm sorry but can it wait? I think I need to-" Pietro began, about to move after Ari and Penny.

"Doctor, Penny says she has a voice in her head," Ben brought up. That froze Pietro in his tracks.

"What...what did you say?"

"A voice in her head," Ben repeated, "And it has almost encyclopedic knowledge of aliens."

"And she could replicate one of Ben's alien's powers just by touching them!" Ruby added.

"I..." Pietro started, before letting out a low sigh, "It's...a long story, I'm afraid. I just pray that I have enough time to tell it."

"Just give us the Cliffnotes version if you need to." Ben said, his gaze moving past Pietro and to the room Penny had been moved into.

"Penny..." Pietro began, "Penny was always special. In more ways than you know. Not only is she the first synthetic person to possess an Aura, but she is also the first merger of Atlesian and alien technology."

Ben and Ruby's jaws hung slack, with their eyes wide in shock. "W-what? Alien tech?!" Ben said.

"I-I mean, it makes sense. I'm not even sure Earth would have all the tech to make something so...advanced." Ruby said.

"Well, the robotics of our Kingdom were always leagues ahead of other nations. But with Penny, none of the power sources worked quite right. A Paladin's reactor wasn't available yet and a Knight's core wasn't strong enough. That's...when I was given something by the general, in order to complete the project."

"Ironwood? Ironwood gave you alien tech?" Ben asked.

"Well...technically, yes. But it was more so something kept by his predecessor."

"His predecessor- that White Knight guy, right?" Ben asked. "Did you know him?"

"No. By the time I joined, White Knight was already long gone, but from what I've heard, he was...intense to put it lightly." Pietro explained.

"Considering he supported the whole Arrowfell project, makes sense," Ruby said.

"Well, this particular secret wasn't kept there, because of its importance. It was moved somewhere much safer than an old fort out in the tundra," Pietro said, "The device itself was apparently found in the early years of White Knight's tenure. At the time, I believe James would have gotten through maybe his first or second year of Atlas Academy?"

"That far back?" Ben asked.

"Indeed." Pietro nodded. "I was a young man back then- a bit of a dreamer, still am really. I worked in Mantle, doing some tinkering for students on the cheap. It wasn't much work, but...it was my work."

"And then you got the idea to make Penny one day?" Ruby asked.

"Yes. A revolutionary idea, an artificial being with an Aura. It would change everything we knew about the study of Aura itself. I proposed my idea to the general alongside another young, equally brilliant mind. His proposal, however, lost to mine. And when Ironwood heard of my lack of a proper power source...he offered me the alien device."

"What did it look like?" Ben asked.

"Well, at first, it was contained in a silver shell, almost like...like a metallic armadillo if that makes sense. It was the size of a basketball I'd say. When it opened, it parted from the middle like a shutter and revealed a little green cylinder within," Pietro described.

Ben blinked.

Huh.

Huh.

Huh.

HUH.

HUH?

"D-DOES PENNY HAVE AN OMNITRIX INSIDE HER!?"

"It never occurred to me that there could be a relation! If there was any connection, it wouldn't be noticeable. The cylinder, after being removed from its pod, didn't change shape. It didn't turn into a watch or anything of the sort! It just remained the size of a baton!" Pietro explained, "But the power it was capable of generating was far superior to anything Atlas was capable of at the time! So...I adjusted Penny's schematics to include room for it."

"...oh my god, her recharge naps are like time-outs," Ruby realized, "Remember when you had a harsher time limit on the forms?"

"You're kinda right!" Ben gasped. "God, that makes so much sense! But…a second Omnitrix? I thought Azmuth only ever made the one. Albedo handmade his so…"

"When did you get yours? The exact year?" Pietro asked.

"Uh...I dunno, it was 2011." Ben said. "It's 2019 now...even though it feels like longer."

"This pod was found around the turn of the century," Pietro said, "The late 1990s, early 2000s. Ben, this might not be a second Omnitrix. I think this may be a precursor device. You said Penny was able to copy the power of an alien? There's the limitation! It replicates abilities, but not forms!"

"...A prototype?" Ben asked. "I always assumed that the Omnitrix was like, the only thing of significance Azmuth made. I never realized he made something before that...why?"

"I can only theori-" Pietro began, before his Scroll buzzed, "That must be Ari. They're ready for me."

"W-wait! You can't just drop something like that and LEAVE!" Ruby said.

"I know! I'm sorry, but I have to!" Pietro said, "If you'll wait outside, we can continue this conversation after!"

"Fine." Ruby sighed. "I think we...just need to process for a few moments anyways."

The lab Ari had commandeered for use as a makeshift hospital room wasn't anything special, just a generic set up that any scientist from the robotics division could walk in and use at their leisure. Pietro's mechanical legs clanked against the metallic floor as he walked into the lab. Ari let out a breath she didn't even know she was holding before she turned and began to walk out.

"Done what I can," the doctor nodded, "Your turn now."

"Thank you, Ari," Pietro said as he moved over to the table where Penny rested. He didn't even notice the door slide shut behind him as Ari left. Penny had entered a sort of power saving mode so that the repairs could be done without much issue, though for Pietro, it was still a bit unnerving to see her like this. He just had to remind himself that she would wake up once things were done.

Inside, the good doctor had all of the tools he would need for the procedures. The laser wounds and the loss of blood were the major things to fix up. He quickly reached for the first tool and set to work on the wound in Penny's leg first.

Outside, the halls were patrolled by a pair of Atlesian Knights that were activated by the emergency alert from down in Mantle. The two machines marched in perfect sync as the doctor worked. If anyone tried to intervene, they would be prepared to stop them.

Pietro let out a sight after what felt like forever, in reality only a little over thirty minutes, as he finished up what was hopefully the last repairs on his daughter. He shook his head, as his eyes drifted over to her. Beautiful. Just as beautiful as the day she was born and the day she was reborn.

Pietro's life was one that seemed to be constantly focused around labs, committed to the advancement of Atlas, and pushing forward the future safety of the world. Some might ask if that would get tiring, but Pietro's answer would be simple. His lab, whatever lab he would be assigned, is like a workshop. In said workshop, he could work on grand achievements of science that would help people across the world. No matter what he'd make in the future, though, he would always consider Penny to be the greatest of those achievements.

Even with the repairs finished to Penny's chassis, he could tell something was wrong, he just wasn't sure what. What would usually happen was that, once her repairs were finished, her internal systems would be aware of that and automatically end the power saving mode. The repairs were complete, so why did she still sleep? The idea of a software issue crossed his mind, but he quickly pushed that aside. He would've noticed that during his own diagnostics of her systems. It certainly couldn't be a hardware problem given the extensive repairs he'd just done. So then why?

And then it hit him. Penny's software was fine, but what about the alien device? He knew its potential as an energy source, but beyond that, its inner workings, its protocols and programs were a mystery to him. He was smart, but to investigate the codework of the greatest mind of the Galvan was another task entirely.

As Pietro pondered how he could solve the issue, he didn't even hear the mechanical whirring and metallic thudding of the Atlesian Knights down the hall. A few minutes before, they were fine, standing guard as per their programming and then one of them suddenly got a knife to the neck, sparks flying as the wires were cut. The second Knight turned on a dime, seeing the perpetrator only to get another knife in its visor. The glass cracked as the blade was forced into the circuitry, forcing the android soldier offline.

The first knife was removed from the machine's neck by the intruder and it clattered to the ground. He just needed to find and take the girl. Shouldn't be too hard of a job. After all, from what he knew, the only person in his way was an old man bound to a mechanized chair.

Khyber ensured that his mask stayed on, both for the intimidation factor and a bit of a theatrical reason. He wanted to save a reveal for the crimson huntress. While he wasn't usually one to have a flair for the dramatic, the current circumstances were special. He wanted to right the wrong of his original defeat and make sure she knew it was him behind all of this.

In preparation for this inevitable rematch, the greatest huntsman in the galaxy received an upgrade that should be feared. Visually, the suit he now sported looked like his old set of armor with bits of technology that seemed to resemble a modified version of Rook's Proto Armor. Nanotech was woven into every part of the armor, giving him a wide array of abilities. Not being an engineer himself, the nanotech suit was given to him by a certain benefactor, a benefactor he simultaneously thanked and cursed. There was only so much of that ego he could take before it became grating.

The knife he was holding melded back into his armored hand with ease, but a simple blade wasn't the end of his tricks. Khyber could form whatever weapon he wanted and, while there were other possibilities, he wanted to save them for those who deserved it.

Whatever back door the huntsman had used to infiltrate the compound, his attack beast must've been able to slip in as well. Khyber's pet walked up to its master's side, letting the Zaroffian scratch its head.

"Good nose, old boy." Khyber commended the beast. "Our prey must be close by eh?"

The beast snarled, ready to stalk the halls and find the girl that got away from it down in Mantle. He could appreciate that primal instinct to finish the hunt.

And then he heard the sound of a weapon being cocked.

"...so. You found me." Khyber scoffed, turning around calmly.

"Wanted to come and check on Penny and instead your ugly mug. You don't sound surprised it's me," Ruby said, with Crescent Rose aimed right at the hunter's head.

"Admittedly, no. Not really," Khyber chuckled, "Always were resourceful. Just you then?" The Zarrofian moved his hand to his side, like he was reaching for a gun holster.

"To deal with you? Yeah, just me."

"Good, good..." Khyber said. "You've changed, haven't you? Realized the world isn't-"

"Just a fairy tale? Yeah. I've heard the story. Won't stop me from trying to make the world a safer place." Ruby said, reloading her weapon. "Save me the whole 'you're doing something hopeless'."

Khyber smirked a little under his mask, though he did have to wonder what had changed with her. What made her finally realize? He could ask before she faded out. He let out a short whistle, ordering the Panuncian to go on ahead and find their target. The giant alien cat bounded off towards its prey, the huntsman blocking off Ruby's subsequent attempt to follow it.

Mechanical whirs echoed out through the hall as Khyber's hand suddenly clenched into a fist. Another larger piece of armor formed over his knuckles before three barrels appeared. The Zarrofian quickly brought up his hand and squeezed his fist, firing off a series of three laser shots from the newly formed weapon. Ruby was certainly surprised by that, but the shots only seared rose petals. Ruby sped past the shots and closed the distance, stopping right in front of him and spinning her scythe around. Khyber brought his arm up quickly to block it, the force of the strike sending him back.

Ruby fired a multitude of ice Dust rounds. Khyber wove between shots, letting them freeze patches of the wall and floor around him, before one hit him dead center in the chest. Khyber frowned, but wasn't really bothered by the hit. His chestplate suddenly warmed up and melted off the ice with ease. Khyber began to fire more and more laser shots, but Ruby maneuvered around them with ease. Aiming at the ground, Ruby fired a shot from her weapon, launching herself and Crescent Rose into the air. Ruby charged forward leaving a flurry of rose petals behind her. Ruby rapidly swung her scythe, vertical, diagonal, and horizontal. Khyber blocked the attacks like it was nothing.

Khyber chuckled, as his blasters slowly extended into blades of energy. He began to swing back at Ruby's own attacks, mimicking and bastardizing her own flurry of attacks.

Ruby narrowly dodged one of the latest swings, before Khyber landed a knee to her stomach. She doubled over before Khyber tried to bring down an energy blade into the back of her neck. Ruby smirked and instead turned to rose petals again, right as Khyber thrust down. With the blade missing its target, Khyber was off-balance, giving Ruby an opening. She sped behind Khyber and kicked him in the back, knocking him to the ground. The Zaroffian growled and quickly turned to face the hooded huntress again, a launcher forming on his forearm. He lined up a shot and fired a reinforced net out at the huntress, hoping to restrain her.

Ruby split her rose petal body into three parts, and maneuvered around it. Khyber growled, as his hands formed a new weapon- a warhammer, and a large one at that. Ruby landed on the ground, before Khyber swung his hammer around and smashed the hammer into Ruby. The crimson huntress felt the wind suddenly leave her body, as she was sent flying into a wall. She felt her back make a dent in the wall, as Khyber quickly advanced at her. Ruby was quick to change her weapon to its automatic turret mode, but Khyber's warhammer quickly became a shield that blocked the attacks.

"That's one hell of a suit..." Ruby frowned.

"So, she's made upgrades as well. Good. A hunt with no challenge is no hunt at all," Khyber muttered to himself, his words drowned out by the sound of bullets clanging against metal. He used the temporary stalemate to check how close his pet was to the girl, bringing up a holographic display to show the Panuncian's location.

He was very close.

"Perfect," the bounty hunter smirked to himself.

Ruby's eyes narrowed. "Notice you've been hiding your ugly face, Khyber. What, you sensitive about that stuff now?"

"Some may find your childish mockery amusing…it's all just noise to me now," Khyber said, as the tech around his face started to slowly disappear.

When the mask had fully receded into the rest of the armor, Ruby stopped her barrage when she heard the bounty hunter speak.

"People heard, you know," the Zaroffian began, "about you besting me."

"Word travels fast in the galaxy, what can I say?" Ruby smirked.

"A fair point...so imagine what happens when people heard that you, back then nothing more than a child ,bested the galaxy's greatest hunter? It emboldened people, gave me new rivals. Unworthy ones. I'd never heard of a single one of them before the day they decided to show up and try to claim glory. All it got them was a quick end. Some by blade, others by my new pet. But that doesn't mean they were completely without skill."

The shields retracted into Khyber's arms as he stood back to his full height. And when he did, that's when Ruby noticed the massive scar going down one side of his face. Whatever had caused it seemed to have burned away the turquoise colored skin Zaroffians usually sported but, miraculously, his eye was still intact.

"Have you ever been exposed to Sphoeroid acid?" Khyber asked.

"Seen it work...that shit can eat through ship hulls..." Ruby admitted.

"I got unlucky. Stray bolt hit the bastard in just the right spot to let the acid pour free and I got sprayed. It's a miracle I can still see with this eye. And it's not the only new scar I have. I came here for the machine girl...but I'll gladly take the pound of flesh I'm owed while I'm here."

Ruby frowned. "Believe me- I've been in that 'capture' boat thing. Not fun. I've had a multitude of people come after me, because I'm dangerous or whatever. So, we can see eye to eye on that. But..." Ruby's weapon extended into its war scythe mode, with an added energy blade.

"Unlike you, I've come out unscathed." Ruby grinned.

"...did you just make a joke about this?" Khyber growled.

"Wait...oh shit, I did. Been hanging out with Yang a lot recently, so...that's bound to happen."

The Zaroffian growled as his helmet returned, clanging together and hiding his face again, the visors humming to life with a crimson light. The nanotech created an energy shield on his left arm while his right now gripped a serrated energy blade. Khyber yelled out as he charged, taking a swing at Ruby, the hooded huntress easily able to block the slash with Crescent Rose before forcing the blade aside to get in a kick to Khyber's chest. The bounty hunter was able to bring around his energy shield just in time so Ruby's strike bounced off of it, knocking her off balance. He smirked and went for a shield bash, slamming the energy disc into Ruby's face, causing her Aura to shimmer.

Ruby felt some blood gush from her nose. She quickly wiped it away, no time to deal with that- Ruby equipped a round of lightning dust into her weapon, and blitzed Khyber. Ruby spun around and curled herself up in her cape before rocketing forward at high speeds, darting through the opponent and slicing them multiple times with the resulting slipstream of electrified rose petals. Khyber could feel them bypass his nanotech and shock his skin-

But Ruby wasn't done yet.

The Zaroffian tried to strike back, quickly adjusting his blade into a backwards grip before lashing out. He only managed to pin one of the non-electrified petals. He narrowed his eyes in anger before he suddenly felt two kicks land in the side of his face, sending him flying into the same wall that Ruby dented. The hunter tried shaking off the hit and checked the location again.

He didn't need to win here...he just needed to keep the girl away from his prize. But the fact she seemed so...calm about it.

And then it hit him like one of the Slammoids he'd hunted in the past.

Where was Tennyson?

Ben was pacing back and forth a little further away from the lab Ari had taken over. His anxiety over Penny's current state was just as bad as Ruby's. Hopefully, when she came back, she'd bring some good news with her. That was when he heard the sniper shots echo out. His mind jumped to the conclusion that somehow, the Panuncian had followed them up there, and if that was the case, then maybe its owner had finally shown themselves. He raced down the hallway towards the sounds of combat, before he slammed into someone. He was about ready to activate the Omnitrix on sheer reflex before he saw who it was.

"Elm?!" Ben asked.

"Ben? The hell's going on? Just back from a patrol on the outskirts of the city and now-" the muscle of the Ace-Ops questioned.

"No time for the long version! Penny's been hurt and I think whoever shot her snuck up here to finish the job!"

"Penny got-?" Elm eyes widened before she gripped the handle of her hammer tightly, "Say no more. Looks like someone's getting their face bashed in tonight."

Ben nodded and took off again, the duo racing down the corridor. They passed by a few more wrecked AKs that were either swiftly decapitated or sliced across the chest. At least the Panuncian left an obvious trail to follow. It wasn't long before they found the massive feline alien as it stalked closer to the room Pietro and Penny were in. Ben quickly scrolled through various aliens before he slammed down the Omnitrix. The Panuncian was still a good distance away from the operation room and like hell Ben would just let it reach its target. The creature was about to round a corner before it suddenly found itself entangled by several bandages and lifted into the air. Ben, now as Snare-oh, wrapped one last bandage around the roaring snout of the cat beast. Khyber's pet snarled before splitting, creating two duplicates. Both tried to free the original, but were blocked by Elm. She smirked as she took a swing towards the beasts, Timber barely missing them.

Ben maneuvered the main copy away from the fight, the Panuncian thrashing all the while. Elm was able to tank the pounces and slashes that the feline copies sent her way, dealing back as much damage as she took. Unfortunately, one copy split off another and sent it at Ben. He tried to move his bandages out of the beast's reach, but he was a second too slow. Saber-like fangs ripped through the bandages and soon, the original landed back on its feet.

Four against two now...at least, until the Panuncian decided to split again.

Ben quickly reformed, and shook his head. "Now, good news, these things are Ditto predators."

"How is that good news?" Elm asked.

"Well, Ditto has the whole 'punch one guy, they all feel it'. I'm ASSUMING it's the same for the Panucians." Ben said.

"Alright...so just focus on one then," Elm readied herself as the copies circled her like lions. Ben's eyes darted between the two in front of him, wondering which one would strike first. In unison, the Panuncians charge, roaring out. Elm dodged one of the copies, spinning Timber in a flourish to slam into the second clone, knocking it aside and into a wall. The feline cried out in pain, denting the metal as it slammed into the wall.

Ben quickly wrapped his arms around the Panucian, entangling it. Ben began to drag the thing across the ground, slamming it into walls and the floor. Ben grinned. "This is a bit too easy."

That immediately didn't sit well with Ben.

"...there's not a range on these clones is there?" Elm asked, dodging a swipe from Panuncian claws.

"Uh, well, I can tell you from experience that Ditto has no...real...range." Ben said.

"So it'd be safe to say that his predator," Elm began, bringing up the shaft of her weapon to block a bite from one of the copies.

"Oh...oh shit!"

Ben quickly broke off the Panucian and wrapped it in a tight, dense cocoon of bandages. He quickly repeated the same action with the other one that was attacking Elm.

"Come on!" Ben yelled, motioning for Elm to follow.

The copied Panuncians all thrashed around in their bindings as the Ace-Op dashed off after Ben.

Pietro had run up a deep scan of Penny's hardware, zeroing in on that alien technology he'd received. To his surprise, the device in question was functioning as much more than a power source right now. There were other protocols active, ones that he couldn't identify just at a glance. Given who was behind this device's creation, he would probably need an extra hand at figuring that out. Ceres would be good, but the Galvan who made it would be even better.

His mind was so focused on figuring out this device that rested within Penny...that he didn't even hear something sneak inside the lab. The Panuncian didn't make a sound, going so far as to keep its breathing low and quiet, almost undetectable. It stalked closer and closer to Penny, still laid out on the table. It didn't need to kill the old man, it was just told to get the girl after all.

Not to say it wouldn't if he tried something.

Pietro carefully examined how the code of the device and Penny's interacted with each other and he was stunned. They were communicating with each other in binary. That…that was incredible. As a scientist, the discovery was groundbreaking, to see alien and human-made code interact at such a deep level. Maybe the device even had an AI of its own. Pietro shook his head, pushing back his scientific curiosity and letting his paternal concern move back to the forefront.

The good doctor got back to work, examining the protocols, before he caught a glimpse of something reflected on the computer screen. He raised his glasses and rubbed his eyes, thinking it was just the stress getting to him. When the reflection persisted, he turned around curiously and saw it, freezing in fear. The feline beast had now raised to its hind legs, using the operating table to prop itself up. Its maw was open around Penny's neck, making the doctor's heart sink.

Only the creature didn't close its maw. It moved back and turned to him, like it was daring him to try something.

Penny was defenseless right now. So was he, his chair designed for support, not intense combat. He needed to do something now.

But what, exactly?

He had to think of that quickly as the Panuncian moved closer and closer, growling as it got into position. It lowered its body, eyes locked onto Pietro, as if it was preparing to pounce. It was just waiting for him to make a move. No fun without some resistance. Pietro's eyes darted around in a panic, looking for anything he could use. Something to hold it off, something to hurt it, anything.

Pietro's eyes then locked onto a particularly helpful tool, a sonic scalpel. It might possibly be his savior in this case, and the only thing that could really do damage to a creature like this. Such a tool was on hand because Penny's reinforced skin needed a bit more power to be pierced now. He'd designed such a device that made some molecules unstable and allowed him to cut with ease.

If it was turned up too much though…

The Panuncian readied itself, about to lunge. Pietro was just hoping he was fast enough here. The doctor quickly grabbed and turned the sonic scalpel up to a degree that was far beyond anything considered safe. The feline predator pounced as he began to tune it, but it was just a second too slow.

Pietro held the tool out towards the beast and activated it, releasing a massive soundwave that sent the Panuncian flying and shattering many screens, beakers, and even the glass windows by the door. The sound was so loud, practically the entire wing could hear it. And it was hell for anyone who was close enough, human or Faunus that were unlucky enough to hear it like Ciel, who was just passing by.

Of course, maybe it was a blessing she heard that. The sound of crashing and smashing? In a lab, no less? Probably meant something was going on.

"What the hell was that?" Ciel asked, taking her hands off her ears.

The girl quickly shook her head to try and focus herself, though the ringing in her ears was gonna linger for a while.

She needed answers.

The Panuncian was slowly recovering in the lab, shakily getting back to its feet. Pietro checked the scalpel, hoping that maybe it could produce another blast. If not, then he'd have to grab Penny and run...and hope that someone managed to stop this thing before it inevitably caught him. It was no secret his chair wasn't the fastest and considering this thing was probably about as fast, if not faster than, a Sabyr? Well...his hopes were still pinned on someone else hearing the commotion.

Ben and Elm burst into the room, out of breath. "Doctor Polendina!" Ben yelled, rushing over to his side. "Are you-"

"Grab Penny..." the doctor said between coughs, "Please..."

Ben nodded and quickly grabbed hold of Penny with some of his bandages, gently pulling her over to them. The alien sabercat shook its head with a low whine as it righted itself, blinking a few times. Its eyes then narrowed in on Ben and Penny, only for Elm to step in front of them. She smirked as she got ready for the beast to charge...only for that bravado to be ever so slightly shaken when a chorus of other rounds sounded from back the way they came.

"Damn it. Must've made more duplicates and broke themselves free," Ben guessed.

"Why aren't any alarms going off?! Half the base should be on this guy by now!" Elm yelled.

"Like he'd come here without some kind of plan for that. If this was Kraab or SixSix, they'd have to fight their way in. But this? This has Khyber written all over it. He probably forced everyone to look at a distraction while he snuck in. Like the…concert. Oh shit."

"This guy's crazy..." Elm frowned. "How the hell is Ruby holding him off by herself?!"

Her question was suddenly answered by the sound of Ruby crashing through a wall.

"...I think the universe heard you on that," Ben joked a little. Khyber stepped through the hole after Ruby as a large device retracted into his arm. The hooded Huntress groaned as she got back to her feet, shaking her head a little before she realized where she was...and that Khyber had reunited with his pet. The Zaroffian lowered a hand to the feline's head and gave it a quick pat after walking up next to it.

"A Thep Khufan...interesting form to take Tennyson," Khyber began, "Were this for another potential client, I'd gladly take that matrix as well. But for now, the girl. Hand her over before my pet's duplicates get here and I won't have them drown you in fang and claw."

"Looks like I was right." Ben frowned, bandage like tendrils pointing at the huntsman. "Nice suit, Khyber. Awful face though. Lemme guess, somebody took a bunch of shots at you?"

"They'd take the same shots at you." Khyber frowned.

"Yeah, people are dumb like that." Ben grinned.

Ruby was about to fire a shot of her own when she paused. What Khyber said just clicked and...it was off.

"He said 'that' matrix. He had to single it out..." Ruby muttered to herself, before looking back at Khyber, "You're not actually here to hunt her are you?"

"Wait, what?" Ben asked, turning to Ruby.

"As observant as ever...annoyingly so," Khyber frowned, "My current employer wants the girl brought to him. Alive preferably. I was assured dead would be acceptable, however. Well, whatever passes as dead for a machine. Offline, perhaps."

Ruby's brow furrowed. "She's more alive than you'll ever be." She snapped.

"Lying about the machine, are we?" Khyber bemused. "No matter which way you slice it, she won't ever be human. She'll never know the joy of the wind scraping her face, nor the taste of good meal-" Khyber's rambling was going to go on for a bit longer but then a sonic blast hit him dead in the chest and sent him flying back into a wall.

Doctor Polendina had a VERY angry look on his face. For such a kind and gentle man, his rage was incredibly justifiable here. No one thought 'hey, that was unexpected'. It was just the sort of reaction a good parent would have when anyone was shit talking their kid.

Well, one person thought it was unexpected, but that was only because he was on the receiving end of the soundwave, equally stunned from the blast itself and the fact it was the old man who fired first from that group.

The Panuncian, seeing its master be blasted back like that, charged at the group with an angry roar, specifically going for Pietro. Ruby quickly propelled herself towards it with a shot from her weapon, stopping just short of it and kicking it in the side of the face. The alien counterpart of a Sabyr tried to lash out and bite down on the huntress' leg, only for bandages to suddenly wrap around its snout, forcing its jaws shut. Then, more wrapped around its midsection, lifting it off the ground and tossing the predator upward. As it fell, Elm readied Timber and, at just the right moment, delivered a swing right to the big cat's gut, sending it flying and landing atop Khyber.

"Come on!" Ben yelled, grabbing Penny and rushing out the door. The group ran as fast as they could- Pietro had his chair set up to the HIGHEST form of speed it could muster. Ben looked behind him, and Khyber was still thankfully knocked down.

"The hell is with that suit?" Ben asked.

"It's nanotech!" Ruby said. "He could form a crap ton of weapons with it!"

"Where the hell did he get that?!"

"No fucking clue! If we toss him in a cell, we can ask him!" Ruby yelled as they all dashed down the hallway.

Khyber groaned, gently pushing the Panuncian off him before the cat helped and hopped off its master. The bounty hunter growled as he got back up and raced after the group, his faithful hunting feline at his side. The duplicates that the original had made caught up with the hunter, most of them merging back together so that Khyber was joined only by three Panuncians. For now. Much easier to deal with this way. They would always duplicate again when the felines had cornered their prey.

"It's time I whip out the big guns..." Khyber said, as engine-like constructs formed around his calves. (In a parallel universe, a certain stickler for rules sneezed.) Khyber got into a runner's stance and with a burst of energy, began to race towards the group with incredible speed.

The Panuncian huffed and sped after its master, though admittedly it wasn't quite as fast as the engine boost. Elm looked behind them, seeing no sign of the hunter of his pet and she was about to say something...only for the speeding Khyber to dash into view.

Elm didn't hesitate, quickly using her Semblance to root herself and take a swing, hoping to slam into Khyber and knock him through a few walls. Thanks to the speed boost, the Zaroffian was able to duck under the strike and land a good jab to Elm's side before he rushed on.

"Son of a bit-" Elm was about to curse before someone raced past her.

"I got you!"

Ciel's chakrams slammed into Khyber, and the two traded some blows. Khyber was a bit surprised by her choice of weapons, but still appreciated it, and blocked the chakrams with ease. Ciel ended her combo with a strong chakram bash to the face, sending Khyber skidding back. The bounty hunter cracked his neck in annoyance.

Ciel cringed. "Am I to assume you were the reason that sonic explosion went off?"

"Chakrams...here I thought Terrans abandoned those." Khyber said. "How quaint."

"Knuckledusters are too gaudy." Ciel sighed. "And have no range."

"Your weapons would look good hanging on a wall in my ship." Khyber had the armor morph and activate two energy armblades.

"Assuming you can even disarm me," Ciel frowned.

One Panuncian copy and the original, the second copy staying behind to contend with Elm, darted past Ciel, attempting to strike her from behind. However, Ciel swiftly blocked their attacks, displaying her agility and skill. The two predators growled, but Khyber signaled them to continue pursuing Ciel, who was their primary target.

Ciel maintained her stance, her chakrams held at the ready. She watched their every move, waiting for the perfect moment to strike. The alien creatures lunged at her from different angles, their razor-sharp claws gleaming in the dim light. Ciel's reflexes were swift, and she deftly dodged their attacks, countering with well-aimed chakram strikes that kept them at bay.

Khyber,advanced on Ciel. She couldn't afford to let her guard down. His experience as a hunter was evident in his movements, and Ciel knew she needed to use her agility to her advantage. With a graceful flip, she somersaulted over Khyber, narrowly avoiding his arm blades as they clashed against the floor.

She struck at Khyber again. Khyber hissed, as multiple spider-like legs popped out the back of his suit. She had dominance with the ground with those blades...then he should take the higher ground.

Ciel closed in on him once more, Khyber ascended a nearby structure with the help of his mechanical appendages. From the elevated vantage point, he had a strategic advantage. He looked down at Ciel, his energy arm blades at the ready, and assessed the situation. Ciel, undaunted, gazed up at him. Khyber's knuckle-duster-like gun reappeared on both of his hands. As some of the mechanical legs lashed out, aiming to impale her, Ciel swiftly evaded their deadly reach.

How does she keep dodging everything I throw at her? Khyber grimaced. Khyber's legs quickly began to fire more blasts, thanks to the tips of the mechanized legs opening up and scouring the hall with laser blasts. Ciel spun her chakrams in a mesmerizing pattern, creating a protective barrier of spinning blades to deflect the incoming laser blasts.

Khyber growled as he had a few of the legs continue the barrage, blasting at and around the barrier, giving off the illusion he was just gonna try and blast his way through. The shots to the sides served the dual purpose of keeping Ciel pinned down and preventing her from escaping the imminent attack.

One of Khyber's mechanical leg tips transformed, its laser blaster morphing into a menacing circular weapon with three prongs arrayed around the barrel. It began to spin rapidly, building up energy for a sonic blast. Ciel's eyes widened as she realized the danger she was in.

Before she could react, the sonic blast was unleashed, obliterating her chakram barrier and sending her tumbling backward from the sheer force of the explosion. Debris and smoke filled the area as Ciel struggled to regain her composure.

"Interesting how your one million weapons struggle to even pierce against one." Ciel bemused. "Your parallel processing must be constantly in a state of overdrive..."

"It helps if you learn to be adaptable." Khyber frowned, as parts of his armor started to come off, flinging themselves at Ciel, and quickly restrained her to a nearby wall. Ciel struggled to get out of it.

"I figured it out- you would always move into position before I had a chance to attack. You have clairvoyance." Khyber frowned. "Now, if you know what's good for you, stop struggling, lest I detonate those parts of my armor."

Ciel winced, as Khyber walked past her. "I have no further quarry with you." Khyber said, walking off. "And don't worry about any sort of backup you may have called." Khyber's armor quickly formed a threatening looking blade. "I'll take care of them..."