Ben 10 and RWBY crossover.

Omni: The shapeshifter of Remnant.

Authors note: Hey guys and girls! Thanks for all your reviews and name suggestions on the last chapter; they were well received. I hope you guys enjoy this chapter, and all the twists and turns it may or may not bring. If you like it or have any suggestions; leave a review or P.M. Thanks for all your support!

Big thanks to: Milo S Darek for the name of Bens newest transformation! All credit for the name goes to him!

Chp 15: An old foe and the aftereffects

"Person or creature speaking."

'Person or creature thinking.'

The soft sounds of the bullheads engines lulls those inside into a false sense of security. The teams glance around, Jaune leaning to whisper in Pyrrhas ear. "Kind of tense in here eh?" She nods, glancing worryingly at the group down at the end of the bullhead. General Ironwood was trying and failing to get Ben to release his Omnitrix to the Atlas military. Ben was staring at the man as if he was crazy, headmaster Ozpin simply watching the exchange while sipping his coffee. Miss Goodwitch was staring at Ben with a raised eyebrow, the conversation increasing in volume.

"Do you not understand what is on your wrist?! That watch can turn one man into a literal one-man army and it could revolutionize Remnant!"

"Yeah. It could but the Omnitrix was made for peace…not war. And quite frankly? You couldn't get past its first firewall." Ben remarked, the end of his sentence being said with a small smirk. At that, Weiss's sister growls lowly and steps forward. Pyrrha watches the older Schnee, open her mouth and speak. She believed that the womans name was Winter.

"You don't know the capabilities of the Atlas military Mr. Tennyson and it would be in your best interest to not deny us…"

The group watch as Ben stiffen, Yang wincing lightly and whispering to the silent heiress next to her. "Ohhh…Your sister did not just do that…" Weiss glares at the blonde brawler, glancing back at the tense situation near them.

"You do not want to threaten me Snow Queen. Just as I don't know what your little military can do…you don't know what I can do…" The 2 glare at each other, headmaster Ozpin taking the time to interrupt. "Miss Schnee… Mr. Tennyson… Please do not fight while we are a couple thousand feet in the air, flying at an incredibly high speed, and with a highly volatile form of fuel beneath us.."

A few tense moments pass, the 2 grumbling and looking away. Klaus cackles from Bens side, P.O.D. floating out from behind him. The small bot hums in place, moving forward until it is in front of Winter. The specialist looks at the small bot in confusion, and they all jump lightly when it speaks.

"I recommend that you watch what you say Ms. Schnee as any and all threats made to the Operator shall be perceived as truth and be acted upon."

At that, P.O.D. floats back to a gawking Ben; the shapeshifter quietly panicking. The group stare in shock at the floating droid, Klaus cackling up a storm. Ruby takes the stunned silence to scoot over to Ben. "Hey Ben?" She whispered lowly. Ben turned to her, raising an eyebrow at the small reaper. "How'd your mission go?"

"Eh…It was pretty cool. Secret alien city, sentient robots, new transformation…The normal stuff actually.." Ben whispered back, chuckling at Ruby's awed face. She started to swell in excitement, Ben grinning and whispering. "Tell you when we get back to the academy. No spilling anything~~~"

Ruby nods her head, sitting down. The excited smile on her face makes Nora squeal and stare at Ben in excitement. Ben winces lightly, sighing in relief when Ren reels her in. He leans back into the bullhead, closing his eyes for a few seconds. His eyes snap open when he feels…something. He looks around the bullhead, seeing the familiar black particles of a shadow pass by. He follows the particles, seeing a shadow attached to the side of the bullhead; featureless face staring at him. He stares back at it, the chilling shiver that accompanied it in the beginning had faded.

The shadow stares for a few more seconds before turning and staring at another person in the bullhead. Ben follows the stare eyes landing on…headmaster Ozpin? He stares for a few confused second, turning back to see that the shadow had disappeared.

'That's odd…' Ben thinks, humming lightly. After that, the ride back to the academy was silent. No one spoke, the students shaking lightly when the bullhead landed. The bay doors opened, the teachers exiting and the others following. Ben smiles, letting out a quick 'buah' when his kids tackle him. His laughs make the others turn and smile at the brown tuft of hair poking out between a squirming blue moths and one excited Faunus girl.

Ben stands to his feet, smiling and hugging them all to his chest. "I've missed you!" He nuzzles them, the happy squeals and trills a noise to remember. Miss Goodwitch walks over to the transforming ten, staring at him and tapping her foot impatiently. He looks up at the Deputy Headmistress, raising an eyebrow at her.

"Mr. Tennyson? While I do hate to cut your reunion with your children short…The headmaster and a few others would like to…speak with you." Her voice was stern, holding a small amount of some emotion he couldn't place. Ben narrows his eyes at her, glancing back to see Ozpin nodding his head in agreement. Ben sighs, getting to his feet and waving his children off with quiet whistles. They screech in light protest but after a quick glare; they fly off with Eleanor buried in their blue wings and arms. Ben watches them with a smile, turning to the waiting headmasters. The others stare at the shapeshifter, wondering what the headmasters want with him; Ruby yelling over. "We'll be in the cafeteria when you're done."

Ben nods, and he follows Miss Goodwitch. He stares at the other students as he passes. Most of them seemed to be in good health, but a few held blood-soaked bandages as the Beacon academy nurses tend to them. He frowns, the group reaching the elevator that leads to the top of Beacon tower. He taps his foot as the elevator begins its slow ascent, feeling the heated glare of General Ironwood on the back of his neck.

He smirks, giving the good General a middle finger from his back. The General must've seen it as he feels the mans back stiffen and the deep growl made Ben laugh internally. The elevator dings, Ben making a quick dash to the nearby chair; taking a seat. Headmaster Ozpin takes his seat, looking to General Ironwood. "James. What's the situation?"

General Ironwood coughs into his hand, straightening his posture and beginning. "The Breach that appeared in Vale central has been sealed by Ms. Schnee and is currently being guarded by my troops and a small group of veteran huntsman. All the grimm that came from the breach have been eliminated and troops moved to the city walls to ensure no other approach. Casualties are being tallied as we speak; but by current predictions, it shall number in the thousands. The cause of the Breach has been identified as a runaway train that the White fang and their accomplice Roman Torchwick found at the ruins of Mt. Glenn. The train was loaded with explosives to cause more damage once the train reached it's destination; but by the testimonies of Team RWBY Mr. Tennyson was able to disconnect and use the train cars to slow and eliminate a large portion of the horde. No sign of Roman but we have kill teams on standby around the city. If he's in the city…we shall find him."

Ozpin nods, the group silent with deep frowns on their faces. Ben gripped the chairs armrests to the point of his hand cracking. After a second, Ozpin sighs. "Another tragedy…This one far worse than the last…"

Miss Goodwitch curses under her breath. "Of all things to happen…." Ben agrees, watching General Ironwood hum. "All things considered…Vale got lucky." At that, the group startle when a bright green flash overtakes the room. The next thing they see is a large 4 fingered hand reach over and grab General Ironwoods jacket. They stare wide eyed at the large red humanoid standing in Bens place, his height dwarfing theirs. 4 green eyes glare down at General Ironwood, Four Arms growling out.

"You'd better watch your mouth. I wouldn't consider this 'Lucky' by any means…."

At that, Winter draws her saber and points it at Four Arms chest. The Tetramand glances down at her with one eye, scoffing at the little weapon. He feels something be pushed against the middle of his chest, finding General Ironwoods hand cannon pressed against him. The 2 glare at each other, Ironwood looking into the angry eyes of the Tetramand without fear. Four Arms returns the glare, another arm whipping out and grabbing Winters saber in his hand. They all blink when a purple aura covers them, Four Arms grunting when his fingers are pulled open enough to let General Ironwood go and for Winter to pull her saber free.

"Mr. Tennyson! While I share your sentiment about the situation, that is still the General of the Atlas military. You will show him some measure of respect!"

The room stays silent for a few seconds, Four Arms letting out a small growl. He huffs, and looks away, grumbling under his breath. "Met one too many generals that don't care about the men under them nor the people they protect…"

General Ironwood hears him, turning to the Tetramand. "I know not of the generals you've met but I care for all the men under my command. And while this is not my homeland, I will guard it and its people as if's it is my own. That is a promise."

Four Arms and General Ironwood lock eyes for a few scant seconds, Four arms smirking. "Heh…Alright little man….I'll give you a chance.." He sticks his lower right hand out, the general taking it and shaking it. At that, the Omnitrix flashes and reverts Four Arms back into Ben. Ozpin takes the time to breathe, General Ironwood waving Winter down. Ben relaxes at the sound of Winters saber being sheathed. Ozpin speaks.

"Now…Mr. Tennyson…How did your mission go?"

Ben blinks, looking down at Klaus in confusion. The magical bag raises a button eye at that as well, joining P.O.D. in a shrug. "Not gonna continue the conversation about the breach?" He receives a negative from Ozpin, he scratches the back of his head. "Okay then…The mission went off without a hitch. I found the sender of it and helped them out a little bit."

Miss Goodwitch takes the time to smirk. "This 'transmission' wouldn't have to do with your 'alien' transformations, would it?" Her smug voice and sentence make Ben freeze. To his credit, his face showed no reaction but on the inside he was panicking. "Whatever do you mean Ms. Goodwitch?" His eyes dart to Ozpin, seeing the headmasters own confused face.

Miss Goodwitch tilts her head. "While your friends may guard that 'laptop' quite well…They should really learn to make sure no one is nearby to hear what they were discussing."

'Damnit guys!' Ben curses, bringing his hand up to his mouth and chewing on his thumb. After a second, Ben looks around. "I have no idea what you're talking about Ma'am.." He tries to divert the question, Winter looking incredulous. "Aliens? Aliens don't exist…" Ben looks to her rapidly nodding his head in agreement. General Ironwood glances at Ben, the action copied by Ozpin. Ben looks around, raising an eyebrow in question. "What? You heard the Ice queen…Aliens don't exist…"

"Mr. Tennyson…" Ozpin questioned, the green-eyed shapeshifter looking to him. "In the beginning, I promised not to pry into the source of your transformations. I believe that everyone has the right to their own secrets…But I believe my kindness hasn't been adequately repaid in kind.."

Ben looks down at Klaus, the magical bag shrugging unhelpfully. Shifter hummed from his back, the rifle ready to be used if needed. And P.O.D. ….was floating above his head, invisible to the others in the roam. The small robot, touched his head with a small hand; Ben understanding the gesture.

"Hypothetically speaking…." Ben began, hand inching toward the Omnitrix. "…What would you do if aliens did exist? And are on Remnant right now?"

General Ironwood answers first. "If aliens did exist and are on Remnant; I would take my fleet to where they are and contain them to ensure that they are of no harm to the denizens of Remnant. If they prove to be no harm, they shall be interrogated to see why they are here and what are their plans. If they prove to be a harm to Remnant, they shall be dealt with accordingly and their technology studied and repurposed." Ben winces at the answer, looking to Ozpin for his answer. The headmaster had an odd look to his face, before looking to Ben.

"I would see if they are a threat to Remnant…and if they're not, I would ask for they're assistance against the grimm.."

Ben sighs in relief. "Your answer is far better than his." He points to the General as he says this. At this point, Ben weighs his options. Tell them about the Omnitrix and everything else? Tell them a little and omit a few details? Hide everything and possibly lose any and all credibility with the staff of Beacon academy?...

Going with option 2!

"Well…no need to lie…Aliens exist and are on Remnant." Bens words causes those in the room to freeze, the adults staring at him in shock. Headmaster Ozpin searches Ben for obvious signs of lying, eyes widening and stomach dropping to his feet. He wasn't lying….He couldn't find any signs of lying on the teenage shapeshifters face nor body. "You're not lying…." Ozpin mumbles, shock filling his voice. General Ironwood looks to Ozpin in surprise, seeing the shock and realization on his face. His own eyes widen at the thought, Winter scoffing. "Please don't tell me you believe him General! There are no such thing as aliens!"

Ben frowns, raising an eyebrow at the woman. Miss Goodwitch meets Bens light glare with a smirk. "H-ho-how do you know this?" Ozpin asks. Ben smiles, bringing the Omnitrix to light. General Ironwood looks at it, raising an eyebrow. "You're watch proves the existence of aliens?"

"This…is the Omnitrix…A device designed by an alien genius to allow its wielder to walk a mile in another species shoes. A device that has the power to change the universe at its core. It was…given to me when I was ten years old. Those transformations you see me transform into…are all aliens from around the universe."

Ben smiles at the fond memory, ignoring the shocked looks from those around them. After a second, he looks up blinking at the adults in front of him. "What? You don't believe me? Bring your best technician and I'll let them scan the Omnitrix." He doesn't receive an answer, crossing his arms and tapping his foot impatiently. He nearly falls asleep, when Ozpin speaks up. "This…changes things…"

"Changes things?! This is an emergency! An emergency of idiocy!" Winter yells. Miss Goodwitch looks to the white haired woman, raising an eyebrow. "Do you have an explanation as to where his transformations come from? They're completely different from everything else on Remnant! What? Did you think they were a part of his semblance?"

Ben frowns at that last comment. That was his hope in explaining the Omnitrix. A way to channel and choose his 'forms' in a much easier way than remembering them. He thought it was good lie! It worked for a little bit…

Winter throws the question back. "How do we know he's not lying? If what he said is true, why come out now? Why send some teenager instead of one of themselves?"

The others hum in thought, Ozpin smiling lightly. "How about we take Mr. Tennyson up on his offer about having an Atlas Technician scan the watch on his wrist? If its something…alien in its construction, something that wasn't on Remnant…Then we know he at the very least isn't lying…"

Ben nods when the older man says this, internally snickering. 'Whoever you bring probably won't make it through the first preliminary firewall…' General Ironwood nods, bringing up his arm. "Penny?"

Ben blinks when a bubbly voice pipes up from the mans arm. "Yes Mr. Ironwood?"

"Can you please make your way to Beacon Headmasters office? I have something to ask of you." Ben raises an eyebrow, shrugging when Klaus chitters from his side. The happy bubbly voice, belonging to someone named Penny, replies. "Sensational! I'll be there soon Mr. Ironwood." General Ironwood looks to the gathered group. "Penny is the best person to perform a scan on this so called 'Omnitrix'. If it's from Remnant, she'll know."

"Alrighty then." Ben mumbled, looking around for a chair to sit in. He blinks when he feels Shifter, melt and form…a large silver and red tail. He looks at it, smooth silver metal links connected by red lines ending with a sharp point. The tail bends in a way so that Ben can sit in it like a chair, our green eyed shapeshifter doing so. He blinks at the surprisingly warm metal, smiling when Shifter moves to accommodate him. "Thanks Shifter."

The metallic tail groans deeply, Ben smirking at the shocked faces of the teachers. He doesn't explain anything, simply sitting there on a giant metallic tail with a laughing magical bag, and an invisible robot floating above his head. Clearly the epitome of heroism…

Ben stiffens when the elevator dings, turning to look at the one coming to scan the Omnitrix. He stares at the one standing in the elevator. "Holy…crap….Nora has a long lost sister…This is going to be…awesome…" The amount of shock in his voice was vastly overshadowed by the quiet glee at having another little troublemaker in Beacon. The girl named Penny had orange curly hair, one large strand bouncing freely above her head. A large pink bow swayed from the back of her head, bouncing when she smiled gleefully at those assembled. Pale skin shined in the natural light, freckles dotting her cheeks green eyes dancing with sparkles.

The old fashioned blouse was freshly cleaned and pressed, covering it was a set of grey feminine coveralls with green highlights. Her neck was covered by black and green collar, the girl walking forward with a hop to her step. She stops in front of them, saluting. "Penny Polendina reporting for duty General Ironwood! I am combat ready!"

General Ironwood smiles at the young girl. "Good to see you Penny. I've called you here so that you can perform a little scan on a particular piece of technology." At that he motions to Ben. Ben raises an eyebrow, standing from his metal tail seat and waving at the girl. She turns and looks at him, Ben swearing that her eyes widened to the size of her own head.

"Sensational!" She disappears, Ben squeaking when Penny pops up in front of him. He smiles nervously as she gets incredibly close to his face. "You must be Ben! Ruby has talked about you extensively. It's so nice to meet you!"

"It's nice to meet you too Penny. I hope we can be friends.." Bens response makes Winter snicker from her place. He glances at her, raising an eyebrow in question. She points to the quiet Penny, Ben turning and eyes widening. Penny had a megawatt grin on her face, body literally vibrating in happiness.

"Friend? I have a new friend! And he's a boy!" She blinks and gasps. "I have a boyfriend!"

Ben stills at that, staring at the girl with wide eyes. Penny takes the time to pick Ben up in a bone crushing hug, Klaus bailing the second the girl decided to hug him. Shifter had been picked up by P.O.D. the 2 of them floating a few feet away, finally visible to the others. Ben groans, his spine cracking and moving to a new position under the surprising strength of the orange haired girl.

"Ms. Polendina…While I'm happy that you've made a new…'boyfriend'…But we have a certain matter to take care of." Ozpin interrupts Pennys' death hug, Ben gasping in relief when he was released from it. "Sorry Headmaster!" Penny apologizes bowing her head. Ozpin waves her off, the orange haired girl smiling and looking around. "I was brought here to….scan a piece of technology, yes?"

Miss Goodwitch nods, motioning to Ben with her hand. "Yes Miss Polendina. We want you to…scan Mr. Tennysons Omnitrix. Tell us what you can find out about it."

Penny looks at Ben, smiling at him. He nods, bringing the Omnitrix up for her to look at. She stares at the watch, Ben raising an eyebrow when she jerks lightly. She blinks in surprise, looking up at Ben. "Friend Ben! Can you please remove the Omnitrix from your wrist?"

"Sorry Penny. The Omnitrix won't come off..." Bens answer makes Penny nod, his left eye twitching lightly. No one seems to notice his little tell, Penny reaching forward and touching the Omnitrix. He stares at her in confusion, feeling a light shiver run up his spine. He looks around, seeing no shadows or anything out of the ordinary. He hums, looking at the orange haired girl. 'Is her semblance technology related?'

His answer comes a few seconds later, when the Omnitrix starts to vibrate and spark with electricity. "Uhhhh…Penny? You might want to stop what you're doing…The Omnitrix doesn't look very happy…" Bens murmur makes the others stare at he and Penny in apprehension. Penny continues doing…whatever she was doing, Ben starting to panic as the Omnitrix started to become incredibly hot. "Penny! Penny! Penny!" The last yell makes the girl jerk, bright green eyes darting to his own panicked ones. He freezes….Pennies eyes were narrowed, green lines crisscrossing her sclera like the lines of a motherboard.

"Oh dear…" She mumbles just before hell was unleashed. The Omnitrix releases a high pitch screech, a ring of green energy surrounding it and exploding outward. The force of it throws Penny into the nearby wall, Winter darting forward and raising a wall of ice to shield the general and headmaster. The green energy hits the wall of ice, shattering it as if it was made of glass. The pulse of energy continues past. Throwing them to the ground with grunts. After a minute the energy disperses, and silence reigns in the office. Ben was still standing, staring down at the Omnitrix in surprise.

"Uhhh….Maybe that wasn't such a good idea….." He mumbles, walking over to help Penny from the floor. She was face down, silent and still. He panics slightly, grabbing her hand and hoisting her up. He grunts when barely lifts her a foot of the floor, the girl stirring and groaning. He waits for a second, Penny standing to her feet.

"Oh my…That wave scrambled my senses quite severely and forced my security system into overdrive….." Ben tilts his head at her words, Klaus releasing a light screech in confusion. P.O.D. takes the time to float down next to Bens ear and whisper. "Operator…You may wish to look down at your hand…"

He takes the advice, looking down and staring. "That's a bit different…" His mumble makes Penny turn and stare at her hand in his own. The pale flesh had been stripped away during the blast, shiny silver metal with black lines running through it. She stiffens to the point of her back creaking, green eyes wide and panicked. "No..No…No!" She whispered quickly, jerking her hand out of his.

Ben, seemingly expecting this, holds tighter. His face was beset with a gentle smile, nodding at her. The others in the room were staring at them, Ben turning to look at them. "What?" He questioned. "I can transform into beings that are by every definition a robot. Why would I be surprised at Penny being a…robot? Android?"

Penny stares at him in shock, General Ironwood walking over and looking at her. "Penny? Are you alright?" She nods in affirmative, the General sighing in relief. He turns to Ben, glaring heatedly. "What…was that?"

P.O.D. floats down to eye level with everyone, speaking happily. "That was the Omnitrixs defense mechanism at the unauthorized breach of security. Miss Polendina got through the first firewall before the Omnitrix adapted its coding to block and eliminate her presence. The energy ring was simply a physical way of getting her to let go of the Omnitrix." P.O.D. turns to Ben, our hero shivering despite P.O.D. not having any eyes.

"The Omnitrix wishes you would consult it before giving permission for someone to try and scan it."

Ben blinks at that, raising an eyebrow. He opens his mouth to ask about that, closing it after a second and filing the question for later. Ozpin coughs into his hand, gazing at his now shattered coffee cup in sadness. "That…was a powerful defense mechanism." The others agree, P.O.D. turning around and giving a small claw wave. " Oh….That was nothing! The Omnitrix has more than 10,000 terabytes of self defense mechanisms downloaded for the protection of itself and its user. That was simply 1 of them…"

"How…do you know this?" Ben asks warily. "We talk…" P.O.D. answered simply. The room was filled with an odd silence for a minute, Winter coughing.

"Let's ignore the floating talking robot and ask Penny what the results of the scan were?"

General Ironwood jerks, bringing his hand to his mouth and nodding. "Of course. Penny?" She jerked when her name was called. "Oh…The scan showed that the 'Omnitrix'…. is leagues above anything made on Remnant. 98% of it is made of unknown materials, each one of a completely alien make up in comparison to the materials found on Remnant. The other 2% is made of common materials such as iron, copper, and tungsten. The coding in the Omnitrix moves and acts in a completely different manner than what we use, to the point that the coding is constantly warping and adapting to its environment. It's...astounding."

After that, Penny turns to Ben eyes shining. She doesn't say anything, Ben raising an eyebrow at her. Ozpin looks to General Ironwood. "So then...Does this give Mr. Tennyson a bit more credence in your eyes James?"

The general hums, and after a second nods. "Mr. Tennyson…" He began, stopping when Ben holds up his hand. "Call me Ben. Mr. Tennyson is a bit too…formal for my tastes." Ironwood stares at Ben for a second, and continues. "…Ben. While this doesn't prove your story, it does give a little credence to it. I believe Penny's words but am…slightly skeptical."

Ben shrugs. "I don't blame ya. It was hard for me to swallow that aliens existed when I found out. Kinda….eye opening to say the least…" Klaus chitters from his side, Ben pinching the magical bag with a smirk. Miss. Goodwitch walks forward, green eyes staring into Bens own. "Now then…What is your purpose for being on Remnant?"

"To enslave mankind and make them our food.." Ben replies with a smile. At that the room goes dead silent, Ben shivering at the cold feeling permeating the air. He blinks in annoyance, seeing the adults unimpressed stares. "Man….you guys have no sense of humor." The mumble makes Klaus snicker, Ben sighing.

"I…was sent here by accident and a good friend came and found me. He told me that it would be better if I stayed on Remnant since I could help prevent the end."

At that, the tension in the room increased. Winter narrowing her eyes. "The end of what?" He looks around the room, Shifter humming lowly and P.O.D. floating lazily. "Th end of humanity. What else kind of 'end' is there?" He asks. Ozpin eyes were wary, he and Ironwood sharing a glance. "The end of humanity?"

"How do you know what your friend said is true?" Miss. Goodwitch asked. Ben puts his hands behind his head, looking into the air. "Let's just say my friend…has been around for a long, long time…And he's pretty good at predicting things."

"Do you know what…will cause the 'end of humanity'?" Ozpin asks, dreading the answer. "I don't know…" Ben answers, Ironwood glaring down at him. "What do you mean…you don't know?"

Bens grins, a tick mark appearing above his head. "I don't know. I was sent here by a freak accident during a fight and then I'm told 'Hey Ben, you could prevent this planets end. Why don't I play on your hero complex and guilt you into staying here.' Fuckin' Paradox…" The last part was said quietly, Klaus laughing manically.

The others didn't hear the last part, letting Ben finish his little rant before Ozpin clears his throat. Ben blushes lightly, laughing embarrassedly. "Sorry. Needed to get that off my chest. But he didn't give me any hints as to 'what' would cause Remnants end."

"It's okay Ben. Just…taking the time to let this all sink in…" Ozpin replies, looking decades older as he said this. Ben winces lightly, the silence in the room deafening. After a second, Ben lets out a small 'oh', raising his hand. "I was brought in here for something else, yeah? Unless that was what I was brought in for?"

Ozpin jerks up looking at Ben in surprise before adjusting his glasses. He reaches into his desk, pulling out a new coffee mug that was somehow full of coffee. Ben stared in shock at the oddity, P.O.D. humming in next to his ear. "Yes. I brought you in for a few questions regarding a situation at a outskirt town. Bringing to light…the new ideas was not the plan but it has helped solidify that you may know what is happening there.."

At that, Ben stands straighter, face now serious. "What's happening?"

Ozpin taps a few buttons on his desk, a holographic screen popping up and showing a map. The map narrows until an overview of an outskirt town by the name of 'Poppycock'. Ben lets out a 'pppfftt' at the name, Winter sharing a quiet chuckle alongside him. "Despite the name, the town of Poppycock.." Ben lets out another 'pfft' at that, Ozpin continues unabashed. "…is a well known center for people to live in the outskirts. High walls, various huntsmen families have settled there, the natural terrain make it a stable township. But lately, the town has reported countless missing people reports and the number is steadily growing. The huntsman of the town have tried finding the cause, but no such luck. The only hint as to what is causing the disappearance is a picture taken of an unknown creature sighted in their a local waterway."

As he said that, the picture comes up; Ben feeling his blood freeze. There staring back at him was a small purple octopus thing with a large green slitted eye and a visible brain. The sight of a small round mouth filled with skinny sharp teeth makes him shiver at the thought. "Xenocytes." Ben remarks without a second thought, the others looking at him.

"Xenocytes?" Ozpin questions, the word feeling odd coming out of his mouth.

"A Xenocyte. A mass-produced parasite made by the Highbreed used during their galaxy wide purge. The Xenocytes do this by attaching to the heads of the natural inhabitants and hacking their DNA.. In which the person is transformed in what is known as a DNAlien." Bens reply makes the room jerk in surprise, General Ironwood jerking his head so fast his spine made a audible crack.

"What?! We must stop them before they can spread further!" As he said that he had pulled his arm up, ready to call and alert his fleet. Bens hand grabbed the Generals arm before he could complete the call, the strength behind his grip surprising. "Hold up! Let me finish.."

Miss. Goodwitch steps forward, looking at the picture with a critical gaze. "These things…were made? And they can alter a beings DNA and transform them? Fascinating…" Winter steps next to her, nodding. "While I share your words, I believe there's something much worse. He said that they were made by the…Highbreed?" The last part was said to Ben, the shapeshifting hero nodding.

"Yep. The Highbreed. A nasty package of being strong enough to beat me as one of my heaviest hitters, able to take a tank blast to the chest without flinching, able to shoot darts from their claws, and having the ability to fly." He brings the Omnitrix up, tapping a few buttons causing a 3D image to appear. You could hear the gulps from the others. The image of the giant white humanoid alien with black 3 clawed hands and feet, purple face with 4 red eyes and black lines showing its closed mouth. Its chest was larger than the desk Ozpin was sitting at, its chest showing 4 'fake' eyes and a visible wriggling tangle of purple tentacles. Large wings jutted out of its back, seemingly able to retract into a false hood. Its stood about twice as tall as General Ironwood.

"Yeah…Pretty intimidating huh?" Ben chuckles out, tapping another button. "They vary in size and strength but on average are about this size. Nasty guys to meet in a dark alley. Now then, we may be lucky and not have a Highbreed on Remnant. They stopped their universe wide genocide a few years ago."

Ozpins stomach drops to his knees. "They…started a universe wide genocide?"

Ben nods, Klaus growling. "Yep. And got pretty damn close. They destroyed more solar systems than the amount of gears in this room. Killed trillions and weren't going to stop anytime soon."

His words makes the faces of those present sick to their stomachs. The thought of a military force with the power to destroy entire solar systems and a kill count numbering in the trillions? Remnant didn't even have a billion people! "What would…push a race to cause that amount of death?" Miss. Goodwitch questioned, looking green in the face.

Bens subtle glance makes her fear the answer. "Extinction." That word caught the attention of Ozpin, the man raising an eyebrow. "Extinction? They were…going extinct?"

Ben nods his head, leaning back. Shifter forms the tail chair, Ben groaning in thanks. "Yep. The Highbreed thought that they were the first sentient species in the universe. Due to this, they quickly thought other species beneath them and quickly set out to keep their bloodline pure."

P.O.D. takes the time to interject, humming happily. "Indeed! They kept their bloodlines pure by doing the common process of…inbreeding. Marriages within families, children born between these marriages, and no cross breeding with other species. After generations of this inbreeding; certain issues started to pop up within their kind. Genetic defects, incredibly shortened lifespans, horrible physical defects, and after another few generations, the inbreeding led to…"

"…Sterility.": Ozpin finished, Ben blinking in surprise. "Yeah that.." He mutters, coughing into his hand. "The fear of extinction made them desperate and decided to take the old 'If we're going down, we're taking as many as we can with us' quite literally. I didn't even know they existed until they decided to kidnap my grandpa. After figuring out that they were on a giant mission to kill anything and everything with a pulse; I started to fight them. And nearly defeated them…"

"Nearly defeated them? How can you 'nearly defeat' someone?" Winter asks. Ben smiles, remembering the good times. "I didn't beat them in combat. I did the one thing no one thought of…"

Ozpin stares into Bens eyes, searching for the answer within the surprisingly deep eyes of the young man. He found happiness, sadness, some quiet longing, and a little bit of hesitation. "What…did you do?" He asks, curious. Ben turns to him and grins, teeth on full display. "I saved them."

"YOU WHAT?"

The yell causes Ben to startle, arms whipping around to cover his head in an odd array. He looks around in embarrassment, nodding to their yell. General Ironwood is shocked by his answer, mouth opening and closing like a fish. "You…you saved a species that destroyed countless worlds, and killed trillions? Why…What in dusts name would possess you to do that?!"

Ben looks away, eyes dulling and staring at nothing. After a minute of silence, Klaus chitters the noise making Ben speaks. "I...saved them despite everything they had done…I saved them because in some odd twisted way, I understood their fear. I understood why they did what they did, and while I couldn't accept what they had done; I could understand it. Dying alone is one thing. Your entire species disappearing and having literally nothing to show that you existed? Both are bad but the last one is a different kind of bad…"

At that, he clapped his hands snapping them out of them shock. "Let's stop the sad stuff and talk about Poppycock, neh?"

Ozpin stares at Ben for a few seconds, narrowing his eyes lightly but after a second, he nods. "Alright. Poppycock has asked for assistance in these 'disappearances' and I have decided to give them some assistance. Knowing what we know now, I will ask you Mr. Tennyson. Will you go and help Poppycock?"

Bens quiet snickers cause Ozpin to glare at him, Klaus joining in the snickering. "Poppycock…What a name…" He wipes away a tear, finishing his quiet laughing. "Yeah. I'll go and stop the DNAliens from spreading."

Ozpin sags in relief, Ironwood interjecting. "Ozpin! I trust you in most matters. This is not one of those matters. What if he gets there and can't stop them?"

Ben stares at Ironwood with an annoyed glare. Penny had taken the time to shuffle closer to him without knowing, reaching for his hand. He jumps lightly when he feels the oddly warm metal of her hand, looking down at his hand and hers intertwined. He looks at her, seeing the nervous smile stretching across her face. He smiles back, looking at her hand worriedly. "Are you okay?" Penny flinches at the question, nodding her head. Ben raises an eyebrow at her head nod, still worried but letting is slide for a second. He turns to Ironwood and Ozpin; the two talking to each other in harsh whispers.

He takes a breath and lets out a shrill whistle. The noise causes the others to jump, Ozpin and Miss Goodwitch raising an eyebrow. Ben snaps his fingers, pointing at Ironwood. "Good idea. Annoy the one guy on Remnant that's faced and actually beat the things causing the panic in a town. If I was you, I wouldn't get all 'gun-ho' and start flying your fleet above that town. 1 Highbreed warship has the power to eradicate a small moon…I doubt you have the firepower to even scratch one of them."

Ironwood stiffens, growling at him. "That's more of a reason for me to send my fleet there and stop them from spreading."

"And what? Take all the alien tech you can for study?" Ben questioned, eyebrow raises. Ironwoods face tells Ben all that he needed, Ben shaking his head vigorously. "Nope. Not happening. Any and all alien technology above a certain level is to be confiscated and if possible, destroyed to prevent a lower technological species from gaining access to technology far beyond their control."

That made the room freeze, Ironwood and Winter giving Ben a critical glare. "You…are willing to withheld technology that could revolutionize Remnant and possibly stop the Grimm…" Winter asks, voice enraged. Ironwood agrees with his subordinate, his eyes and Bens staring into each other.

Ben smirks slightly, gripping Penny's hand tighter. She squeaks at that, Ben ignoring it in favor for retorting to Winter. "Yep. I…don't trust you guys with technology far above what you guys have now. Too many worlds have been destroyed by species getting technology above their own. I like Remnant, so I don't want it to be engulfed in a war I can prevent. So…yeah…No alien technology for you~~!"

The last part is said in a sing song voice, picked solely to annoy Ironwood and Winter. It succeeded , the taller man gritting his teeth and reaching into his coat pocket. As he does this, Shifter glowed a deep red and shifted back into the giant metal tail. Ben slapping the Omnitrix quickly, the familiar green flash overtaking the office. The others blink away the spots in their vision, staring with wide eyes at the large red 4 armed alien in front of them.

Four arms growls lowly, Shifters new form slinking back and forth sharp point hovering in front of Ironwoods face. The room is silent, Winter pulling out her rapier. Miss Goodwitch walks forward, glaring them into submission. "James….Mr. Tennyson…"

The slow way she said their names make the 2 shiver, and grumble. Ironwood pulls his hand out of his coat, Four Arms slapping the Omnitrix and reverting back to Ben. He chuckles lightly at the air in the room, sighing after finishing his laugh. A minute passes with nothing said, Ozpin looking to Ben. "Mr. Tennyson? Can you handle this situation by yourself?"

"Yeah. I should be able too. Though backup would be handy…" Ben scratches the back of his head as he says this, humming. He snaps his fingers, making a 'ahah!' face. "How about team RWBY and team JNPR come with me? They already know about me and the Omnitrix."

Ozpin hums at the question, shaking his head negative. "If what you say is true, then I believe that this mission is a bit too dangerous but…knowing those children they would go with you anyway. So, I will allow them to go…If you promise to protect them and stop these 'Highbreed' and whatever they are doing."

"That's the plan…" Ben grins. He turns to Penny, smiling at her. She smiled back, confused when Ben asks. "Penny. Do you want to go on the mission as well?" The android girl looks around nervously, her green eyes landing on Ironwood. Her eyes started to sparkle, tilting her head to the side cutely. Ironwood stiffens at her head tilt, looking uncomfortable when Penny inches closer. She brings her hands up to her chin, clasping them together and giving an adorable smile. The effect was diminished with the skin around her hand being ripped away to show her the metal endoskeleton beneath it.

Ben watches the general shuffle back and forth on the balls of his feet, snickering alongside Klaus. P.O.D. was floating above him, happily swaying. After a minute of cute staring, Ironwood sighs. "You can accompany Mr. Tennyson on his mission Penny. But…please do be careful…"

Penny gives a salute to the man a salute, grin shining so bright that it nearly blinded them. She skips towards the elevator, waving towards Ben as she pushes the button to descend to ground floor. He returns the wave, turning back to the gathered group. "Alrighty then…I'll leave in the next day or so. I'll message you when we're ready to depart.."

Ozpin nods at him, Ben walking over to the now returning elevator. He enters it, P.O.D floating over and joining him. He grins towards the adults as the elevator door closes, hearing the beginning of a…complicated conversation. The quiet elevator music is accompanied by Ben whistling, rolling on the balls of his feet. The elevator reaches the bottom floor, Ben rushing out and giving a quick wave to a few students. A few of them wave back at him, most of them used to his presence. He continues his little jog, making it to his room in record time. He swipes the Omnitrix in front of the rooms scanner, getting a happy beep. He throws the door open, grinning happily at the sight of his kids.

He's quickly tackled by 14 blue blurs, happy trills. He laughs loudly, the blue skittering Necrofriggians making room for Eleanor to squeeze in a quick hug. The girl was squeezing the life out of his leg, Bens hands giving each of his kids a head rub. He walks over to his bed, laying down on it and sighing happiness. P.O.D. floats above him, beeping confusedly at his kids. "Oh yeah.." Ben mumbled. "P.O.D. meet my kids. The 14 Necrofriggians don't have names yet as they don't receive names until full maturity and the little girl is Eleanor. Kids meet P.O.D. and Shifter." At that, Shifter appears next to P.O.D. as a small metallic ball. The kids 'ooed' at the 2; the little Necrofriggians flying up and touching the 2 new friends. Shifter simply floated in place, making small shapes and letting out small noises for the kids. P.O.D. started to fly around, giggling happily as it was chased by the eager little moths. Eleanor beamed happily when Shifter floats down to her hands and shifts into a….cat?

Ben looks at the shiny metallic cat, and chuckles when Eleanors own cat ears start to twitch in happiness. The now cat form of Shifter lets Eleanor pick it up and start to pet it. Ben nods to himself, Klaus taking the time to detach from his side and hop away to do…whatever a magical bag does. Ben pulls out his scroll, sending a message to Ruby and Jaune; giving details of the mission. He receives a excited face emoji and thumbs up from Ruby; Jaune giving a small nervous grin as well as a thumbs up. He sighs in relief, laying back on his bed.

He was content in simply laying on his bed; hearing the laughing screeches of his kids and the quiet humming of a tune only he could hear…

Ben groans as he sits up. Darkness filled his vision, Ben stiffening. He was in his room back home…back home on Earth. The familiar pile of dirty clothes in the corner near his clothes hamper, the large tv with his various game systems attached to it. His collection of Sumo slammers stood in the corner near his bathroom door, other trophies and oddities he had collected in his travels. But the atmosphere in his room….was much darker than he could remember. He was on Remnant? Wasn't he? He looks around for Shifter, Klaus, and P.O.D.; seeing none of them. His kids were missing, and he reaches down for the Omnitrix. His hand touches bare flesh, green eyes darting to his wrist. The Omnitrix was gone…

At that, his panic from before increased by tenfold. Okay….so the Omnitrix was gone and he was completely alone in a oddly darker version of his room…

"This must be a dream…" Ben remarks, standing to his feet. He notices that when his foot touched the floor, a loud echo accompanied it. He raises an eyebrow at it, hand reaching out to where the Omnitrix would be and started to rub it. He brings it up to his eyes; staring at the familiar scars brought on by the Omnitrix…The scarred skin still ached lightly but he had learned to ignore it. He looks around his room, hearing something break in his bathroom. He looks under his bathroom door, a thin beam of light being seen just under it. He looks at the door with apprehension. He walks over to it, grabbing the door knob and turning it. It clicks when it reaches its full rotation and he pushes it open to reveal…nothing?

He blinks in confusion and fear…There was nothing beyond the door…nothing but an inky blackness that threatened to suffocate all light. He stares into the darkness, hoping that was simply a nightmare. He reaches out with his hand, screaming when the darkness reaches out and jerks him out of his 'room'. Gravity takes its toll and he falls through the inky blackness, screaming so loud he nearly busted a lung.

"Holy crap! Holy crap! Holy crap!" He yelled, eyes darting wildly for something…anything to grab onto. He doesn't get the chance, slamming into something hard and wet. He groans, lifting his head up in confusion. He…was in a forest? He stands up, body aching from the fall. When he stands up, he looks at himself. He was covered in mud, the wet earth sticking to every piece of him. He wipes it away from his face, spitting it out when some of it gets in his mouth. It tasted odd…

He looks around at the forest. Tall oaks swayed in the warm breeze, the soft noise of limbs and leaves lulling him in a sense of security. He looks up, seeing the inky blackness still looming above him. He shivers when another breeze passes by him, carrying with it an odd smell.

"Okay.." He whispers, unsure. "This isn't a normal dream.."

He continues looking around the forest, jumping in surprise when a path through the looming trees appears. Ben rubs his wrist, digging his fingernails into his skin. He looks at the path, feeling the odd urge to follow it. He walks down the trail, eyes glancing at the woods surrounding him. He stops dead when he sees something move in the forest. He starts to curse, feeling the urge to start running.

That urge is reinforced when a soft orchestra starts to strum in his ear. "Okay! When the 'Choir of the damned' starts to play; it's time to bail!" He starts to run, hearing something run after him. He picks up speed, the wind that's was blowing getting colder and colder with each step. His lungs start to burn, vision fading in and out as the thing behind him gets closer and closer. He feels something on the back of his neck, jumping forward to dodge what he feels is to be a claw. He coughs when he lands on hard concrete, not muddy earth. He jerks around, panting wildly and letting out a 'wuh' at what was in front of him. The cold walls of a hospital stare at him, the double doors swaying lightly. He…must've ran in here while running from whatever was chasing him.

"I didn't see this when I was running though…" He panted out, standing to his feet. "Okay….This is either an elaborate prank by someone or…I've gone insane.." He thinks on it for a second, catching his breath. "I'll take option 2 please.."

At that, he looks around the hospital. He was at the waiting area, chair lined up on either side of the room. It was relatively clean but a large amount of dust covered everything. He looks to the receptionists desk, seeing something shine brightly from it. He walks over to it, seeing a sign in sheet, staring at it. There in, neat cursive, was his name.

"Benjamin E. K. Tennyson. Signed in on the summer of…"

The last part was scratched out in ink, everything else below it jibberish. He looks at it, perplexed, and scratches the back of his head. "Did…I sign into a hospital recently?" He digs into his memory, trying to remember if he had been to a hospital since coming to Remnant. He comes up with a hard 'no', jumping when a door appears near him. He walks around, feeling a deep pit form in his stomach. He stills in fear when he notices something on the floor in front of him. Footprints…footprints made of blood. He watches them walk through a pair of double doors, and despite his instincts telling him to stay put; he follows.

He pushes through the doors, following the footprints. They entered into a long hallway, rooms on each side. To Bens surprise, each of the rooms were barred by large metal doors. The only way to see inside was through a barred window in each of them. He gazes into one of them, seeing an older bed and dresser inside. He shrugs, continuing to follow the footprints. He slows when voices start to come out of the rooms; some of them familiar…others not so much. He strains his ears to listen, the words coming through warped and odd. As he does this, the room around him starts to cry…

He feels some nausea build up at the sound, turning around to stare at the doors he entered through. They were being pushed inward by some deep red liquid that looked and smelled too much to be anything but blood. He takes a step back, something gripping his feet. He jerks his head down, face covered in a cold sweat. There growing out of the ground was a hand. A human hand…its fingers digging painfully into his shin. He tries to jerk away from it, more hands growing and grabbing onto him. Before long, the hands are joined by mouths and eyes; each one more grotesque than the last. He starts to panic, his green eyes wide and fearful.

He stops struggling when the doors groan pitifully, the blood behind it breaking the hinges holding them up. "Oh come on…" Ben groans, shaking pitifully. The doors finally break, a wave of blood rushing down the hallway towards him. Ben covers his face, the hands holding firm. The wave hits him, Ben holding his breath to stop the blood from entering his mouth. His head hits something hard, the force of it opening his mouth involuntarily. The blood enters his mouth and he's thrown out of the wave, coughing and sputtering. He flails and squirms, coughing out the bitter coppery blood. He crawls to his knees, vomiting everything on his stomach.

The acid taste of his own vomit mixed with the blood to form a taste he somehow knew. He looks around, breath coming out in short gasps. He was…on the roof? The edges of the roof was surrounded by fencing, a figure crouched at the end of it. Ben stares at the figure, wiping the blood from his face and nearly vomiting again as some of it got in his mouth again. He stands to his feet, shakily. "Alright Ben…You need to wake up." He walks around, doing everything to wake himself up. He pulled his cheeks to the point of crying, he bit his tongue, he even smashed his forehead onto the concrete roof to the point of his skull cracking. After the intense headache from the skull bashing passes, he looks around. The inky blackness was still above him, but it had changed. Inside of it was moving shapes with no discernable end nor beginning. The figure was still at the other end of the roof, crouched and muttering. Ben looks at it, shuffling closer. As he does the figure turns out to be humanoid, familiar hands grasping at its head. The figure was made of darkness, the only difference was the light staticky outline. He gets close enough to hear that the figure.

" "

Ben couldn't understand a word it was saying, the words coming through and being heard but not realized. "Hey..Hey!" Ben yells at the figure. The figure doesn't stop its muttering, if anything it increase in volume and intensity. He takes another step towards it, coughing when the figure disappears. He looks around, being pushed to the ground roughly, looking up to see the figure above him. He moves to run away, when the figure reaches out with arms far longer than his own and starts to choke him. He kicks and scratches at the figure, vision fading in and out. The last thing he sees is the figure green eyes, and a wave of purple light swiping across the sky above them. Screams echo in the void, each one more horrified than the last; Ben feeling a deep sense of wrongness inside. As his life flashes before his eyes, he hears the figure yell.

"Don't forget! Must never forget!"

A gasp echoes through the room, Ben returning to the waking world in a flurry of arms. He was covered in his blanket, his kids happily cuddled in their hammocks above him. Eleanor was with one of the Necrofriggians, purring quietly at the coldness of the little alien. He looks around wildly, seeing nothing but the darkness of his room. He looks down to his wrist, sagging in relief when the Omnitrix was attached to his wrist. His breath was coming out in short gasps, coughing up some blood after a minute. He rubs his neck, wincing slightly from his injury. He rubs it for a few seconds, standing to his feet and walking over to the bathroom. He pushes the door open, turning the light on. The light blinds him for a second, Ben walking forward to stare into his reflection.

His hair was wild and unkempt, green eyes dilated and bloodshot. He was wearing his pajamas, the soft cloth soaked from sweat. He looks at his hands and body for a few more seconds, his eyes catching something that chilled him to the bone. The injury from that humanoid grimm still ached but the bruise from it had faded by the time he had arrived on Vale. But, there…in a stark contrast to his kin…was 2 hand shaped bruises. He looks at it closer, the bruises making the image of him being strangled. He takes a gulp of air, voice coming out quiet. "P.O.D. …"

At that, the small robot appears in behind him, Ben looking at it in the reflection of the mirror.

"Yes Operator?"

"Did…you see me doing anything weird after coming back to my room?" His question is received with a inquisitive hum from the little bot. He waits for answer, already fearing it. "Pardon my question Operator…But what is your definition of 'weird'?"

Ben leans forward, to get a closer look at the bruises around his neck. "Like…Did I do anything out of the norm? Did I seem like a different person or anything like that?" P.O.D. takes a second to process this, a happy trill coming form it.

"After taking a 30 minute nap, you woke up and started to play with your children. You made dinner, took a shower, and prepared for bed. During this time, your body showed great stress, and would occasionally twitch at random intervals. Your brain waves proved highly erratic, and we inquired you about it. You simply smiled and waves us off. Further scans are being done to properly attribute the changes at that time. You went to asleep approximately, an hour ago. During this time, you started to talk in your sleep. Would you like me to play the recording for you?"

Ben frowns, shaking his head 'no'. He had a pretty good idea as to what he was muttering in his sleep. He rubs his eyes, feeling the unease grow in his stomach. He turns around, bringing the Omnitrix up. He dials up Ghostfreak, smashing the dial and transforming. P.O.D. seeing this, shuts the door to the bathroom to block the green flash; the Ectonurite flying through the door and phasing through the roof. Ghostfreak continues his phasing until he reaches the roof; flying high into the sky. He continues until he was level with some clouds, lone green eye staring out across the entirety of Beacon academy. He spies a few teachers still mulling about, the spectral alien crossing his arms.

"Let's back track a little and see if I can find out what's happening."

Ghostfreak hums, going through memories. The only thing that really stood out to him was his scamper through the forgotten town. He groans, smacking his forehead. "Scamper…I've never 'scampered' before in my life!" He shakes away those thoughts, going back to what he was thinking about. During his trek through the town, he encountered his first 'shadows' due in part of his 'spark' awakening. At that, he stiffens his realization.

His spark!

His spark had reared its head and allowed him to interact with the shadows. That's the only explanation he could think of. He hums lightly, feeling a shiver run up his deformed spine. His green eye follows the black lines running over his protective cover, resting on a small alcove of trees near the courtyard. His eyes pick up movement, barely noticeable behind the foliage.

The night around him was increasing his abilities, his eyesight perfect. He continues looking at the movement, seeing a long black tentacle tipped with white bone. At that, he flies toward the tentacle, seeing what was attached to it. A grimm was hiding in the foliage, a large bulbous head with a red glow in it. 4 tentacles move beneath it, keeping it afloat. A thing bone collar surrounds the bulbous head, Ghostfreak seeing a white face appear within the bulbous head.

He gets closer, turning invisible as he gets close enough to be just above the odd grimm. The odd grimm was making some low-pitched ticking noises, never moving from the foliage. He looks over to the statue in the courtyard, getting an idea. He brings his clawed hand up, focusing on the statue. A pressure builds behind his lone eye, the spectral alien letting out a small hiss. The pressure builds and after a minute of slight pain, it subsides and Ghostfreak smiles when the statue jerks lightly. The noise of the stone cracking attracts the odd grimm, close enough for Ghostfreak to sneak up behind it. He brings his claws to just behind the grimms bulbous head, seeing the white face reappear and look annoyed. He pushes his claw through the grimms head, careful not to make it tangible yet. A light bulb appears above his head, an eerie laugh coming from his mouth. With an invisible grin, he proceeds to take possession of the odd grimm. It was an odd experience, an odd presence lingering inside the grimms mind. The grimm didn't have any life force, so the possession was relatively easy.

He giggles lightly, the noise causing the presence other than him to startle. "What is this?! Who are you?!"

Ghostfreak smirks from his place in the grimms mind, turning to look at the shadowy figure also within it. Its red eyes stare at him, Ghostfreak feeling the other beings anger turn to shock. "What…what are you?!"

The being sounded feminine, a low soft tone used. He starts to cackle, quietly sad when the other being didn't flinch at his laugh. "What?" He whispered. "Never seen a ghost before?" At that, the other figure glares at him moving its shadowy hand towards him. Ghostfreak feels something tickle his own mind, the Ectonurite jerking away when the figure tries to control him. He smirks when the Omnitrix interferes with its attempt, the being stopping and staring at him. "You…you are different."

The other beings words make Ghostfreak raise an eyebrow at it. "No shit sherlock. You can figure me out later. It's time for you to leave." At that, Ghostfreak stops his possessing of the grimm; watching the odd grimm jerk forward due to his sudeen leaving. He pierces the grimm from behind, his claw passing through it like paper. The grimms red orb like head looks down to the black covered claw, staying silent despite the pain it had to be feeling. He brings his other claw to the front of its orb, spreading his long sharp fingers. And with strength belaying his size, he brings his claw to the orbs face and rips it in half. The grimms dying screech was loud, and after a second; it began to fade away. Ghostfreak huffs, looking around for another grimm. When he sees none, he flies away content to just fly around Beacon.

The next morning, students would report seeing a ghostly specter roaming the halls; long claws and lone green eyes haunting their thoughts. Ben…Ben was incredibly smug.

The next day

Ben yawns, jaw cracking as he opened it wider. He rubs his eyes, feeling the bags form under his eyes. After the encounter with the grimm and that odd feminine sounding thing possessing it; he had patrolled Beacon as Ghostfreak until the sun started to rise. After that, he returned to his room and waited for the day to start. He waves to the other students in the hall, most of them giving him waves of their own. A few questioned him on where his kids were; the little ones staying in the room. P.O.D. and Shifter were watching them so he could head to the cafeteria and grab a light breakfast.

He pushes the door open, grunting in surprise when a 2 blurs slam into him. He stumbles backwards, a hand grabbing the front of his shirt to stop him from falling. He looks down to see the sparkling silver eyes of Ruby, the mechanical green ones of Penny; the 2 grinning wide.

"Alien Mission! Talk. Now." Rubys grin grew as she said this, the emotion behind it nothing but joy. He blinks at her slowly, looking up to se Jaunes sheepish smile. "Sorry. Couldn't stop the 2 of them in time…" The blonde knight pulled him forward, Ben getting his balance and thanking him. "I'll tell you guys about it after I get my breakfast."

Ruby, and Penny disappear from their positions, Jaune letting his collar go and walking over to their table. They wave at him, Ben returning it with a smile and light yawn. He joins the line for breakfast, grabbing a small plate of pancakes and a small glass of orange juice. He takes his eat, catching the small snippets of his friends conversation. He starts to eat his pancakes, hearing Nora quietly 'humph' in approval.

After 5 minutes of eating the surprisingly decent pancakes, he had the energy to answer Ruby about the mission. "So…I guess you guys want to know 'what' we'll be doing?"

"Yep"

The whole table answered at once, Ben leaning back into his chair. He hums. "Well…A town on the outskirts of Vale have been reporting-…Wait a minute…Why am I saying this during breakfast? I'll just send you guys the details.."

He brings out his scroll, flipping it open and typing away. After a minute, the others pull out their own scrolls; pulling up the message he typed up. He waits for a minute, pointing to Weiss. "I want my laptop back." The heiress waves him off, Ben raising an eyebrow. Ren, who sitting near him today, leaned in and whispered. "Weiss made it her mission to keep your laptop under lock and key. While also studying it and making strategies against your transformations." Ben grins at that, waiting for them all to finish reading. Ruby finished first, letting out a squeal. Penny who was next to her, gave one of her own. "This…is going to be awesome!"

The young reapers head was full of fantasies about alien weapons and armor! The others gave their own little excited noises, Jaune letting out a nervous laugh. " Yeah…Fighting a group of aliens that could probably rip a car in half…Sounds…fun…" The last part is said sarcastically, Pyrrha patting his shoulder. Blake, still reading her scroll, looks up to her leader. "No alien technology Ruby.." Yang agrees with her partner, looking towards her younger sister and chuckling at the heartbroken look on her face. Penny had stayed quiet, simply reading her own personal scroll.

"Yeah…It should be pretty easy. But some backup wouldn't hurt." Ben words make the others nods, his next words bringing a smirk to a few of their faces. "That and if didn't tell you guys about this…You'd probably find a way to join this one…"

"Affirnmative." Penny giggles makes Ben smile. He yawns after that, drawing a concerned look from Weiss. "Are you sleeping okay Ben?" He rubs his eyes, stretching his arms. "Yeah. I just couldn't fall asleep last night. Nothing to worry about.."

Him saying this eases the worries of the heiress, but the bags under his eyes tell another story. Yang leans forward and asks; grin growing wider. "So…Ben?" He raises an eyebrow at her, silently asking 'what'? "Are these..Highbreed strong?"

Ben raises an eyebrow at her. Are the Highbreed strong? A slight ache echoes through his body at the thought of their strength. "Strong? That's one word to describe a Highbreed…" He said this in a low tone of voice, the sound of it making the 2 teams stare at him in surprise. "How strong are we talking about here?" Jaune asks, voice cracking.

"Strong enough give me a thrashing as one of my heaviest hitters. And able to take as much damage as they can dish out."

At that, the group as one gulp. An alien able to toss Ben around as he if was a toy? That wasn't a very comforting thought…Even the confidant grin of Yang had faltered at Bens admission of that. Ruby now nervous, raises her hand. Ben points to her. "Is there a chance…that we don't have to fight one?"

"Yep." Ben grins at the group relax at that, chuckling quietly to himself. He wasn't lying about a Highbreeds strength, but he just wanted to see their reactions about it. In his mind however, he frowns. How did a Highbreed ship make it to Remnant? Another interdimensional 'burp'? Something else? The thought of it make him sigh, hoping that this wasn't going to be something bad.

"When do we leave?" Ren, the ever-silent ninja, asks out of nowhere. Ben jerks in surprise, staring with startled green eyes. Ren had a small smirk on his face, Ben giving a halfhearted glare. "We leave in the morning. What do you guys want in payment?"

"Payment? We're getting paid for this?" Nora asks, tilting her head. Ben nods his head, pointing to himself. "The mission is sanctioned by the academy but paid for by me. I'm the one that asked for assistance, so I'm the one paying. Don't worry about price. I'm loaded…"

He says this nonchalantly. The others glance at each other, before settling on Weiss. The heiress blinks, raising a delicate eyebrow. Nothing is said, Weiss glaring at them for a few second. She sighs after a minute. "Oh fine. I'll draw up a payment that'll be sufficient for us all." She brings up her scroll, typing away. And without missing a beat, she looks to Ben. "I want a copy of your laptop."

Ben nods his head, suspecting that already. After that, they continue eating. Blake stops eating, looking to Ben in question. "Wait a minute…How are you 'loaded'? You haven't been on Remnant for all that long…"

"Let's just say that I have a transformation that can make some incredibly high-quality crystals, and I sold them to a guy. He sold them for an incredible amount and I now give him a supply of the crystals. I get a percentage of each sale he makes, and the crystals are selling VERY well.."

"Diamondhead?" Weiss asks. Ben nods. "Diamondhead.." He has no need to question how she knew that, the answer laid somewhere within her combat skirt. After that, breakfast passed by without anything else being said. Ben finishes his plate, giving it to the cafeteria staff with a smile. He waves at his group of friends as he leaves, walking back to his room. He feels slightly better with some food on his stomach, the tiredness from the nightmare and last night fading.

He stops as he exits the cafeteria, the morning fog still present. The air was chilled due to the fog, but Ben was feeling another kind of chill. He looks around, seeing nothing in the fog. He waits for a second, the feeling in his spine not fading nor increasing in intensity. He continues walking to his room, whistling sharply. At that, the familiar weight of Klaus appears on his side. The magical bag had appeared out of the fog, zipper smile wide and button eyes shiny. Ben raises an eyebrow at the bag, humming. "Klaus…Do you mind sending a message to Gwen for me?"

The bag cackles in response, coughing out a piece of paper and a pen. Ben grabs it, and slumps. "Going old fashioned, huh?" He doesn't wait for an answer, snapping his finger. Klaus spits up a clipboard; Ben snatching it out of the air and placing the paper on it. He starts to write out his message to Gwen, subconsciously making his way to his room. He finishes the letter by the time he reaches his room; folding it and dropping it in Klaus awaiting mouth. The magical bag burps after devouring the letter, Ben opening the door quietly. His kids were still asleep, shuffling in their hammocks at his entrance. P.O.D. was floating in the corner of the room, giving a quiet trill at his entrance. Shifter was still in its metallic cat form, tail swaying lazily from its position on his bed. Ben smiles and nods in thanks, walking over to his kitchen. He pulls up a chair, bringing the Omnitrix up to his face. He starts to dial through his transformations, finding the newest one to his roster.

He stares at the face, humming at the thought of his name. He normally looked at the physical appearance of his aliens or the powers they wielded when deciding on a name. He thinks about it long and hard, bringing forth the memory of the feeling of being the…hunter. It was strange…in a way that was different than his other transformations. He could feel each and every worm, feel the intelligence running through each of them to form the being he had transformed into. The surprising strength held within, the armor surrounding the supple worms strong and flexible. During the transformation, he had the odd urge to…recite poetry. Poetry about what he was doing, the excitement of fighting together with his friends being brought forth in the roars he made.

Thinking about that made him frown, a strange feeling passing through him. The thought of a childish name made him groan, Klaus spitting something up. Ben looks at what he spit up, staring at the book resting on the table. He grabs it, bringing it closer. The book was in a language he couldn't read; Omnitrix giving a small beep. Ben grins when the words in front of him started to make sense, the Omnitrix supplying information about the language. It was odd; feeling the invisible hands tickle his brain, implanting knowledge within it. This book was in German, a simple book on the wording found in its tongues. He looks to Klaus, the bag giving a small bag. "You want me to use this to find a name for the newest addition to my roster?" He gets a small nod, Ben shrugging. Alright. The book is opened, Bens eyes tracing the words in front of him.

He studies it for a minute, smiling when he finds something simple. Verdejäger…It was simple, matched quite well, and had a nice twist to it. He smiles, closing the book, and allowing Klaus to eat it. He brings the Omnitrix up again, finding his newest alien and quickly setting out to ensure he wouldn't forget it. Green hunter…Simple and easy enough to remember. He smiles to himself. "Welcome to the team Verdejäger. It's good to have you.."

After that, his scroll buzzes. He grabs it, looking at the message. Oh! Classes were cancelled for the day due to the breach. 1st years students were to stay on campus for the next few days. He leans back, sighing. What to do…what to do…

The Omnitrix vibrates from his wrist, Ben looking down to see its holographic screen appear. The screen grows in size until it was the size of a small plate, a message being displayed.

"Incoming update from creator. Incoming update from creator. Update is being processed and cataloged for download. Main features shall be unavailable for the next 3 hours. Please have a nice day."

Ben watches the screen shrink back to normal, a percentage bar appearing on it. He groans, Klaus chittering from his side. He looks at the magical bag, seeing Klaus point over to his bed. Ben shakes his head, sleeping sounded nice but for some reason; he couldn't bring himself to do so. Klaus gives out another suggestion, P.O.D. floating over to agree with the bag.

"Klaus raises a good point Operator. This is a good time to reorganize the Omnitrixes rosters to fit your needs for the mission ahead. Don't want you to die on us during it."

Ben nods, bringing the Omnitrix up. "Omnitrix. Bring up the roster list. It's time for some reorganizing." The watch beeps, progress bar being pushed to the bottom of the screen. He smiles at all the alien transformations at his disposal, each of them categorized in sets of 10. He stretches, smiling when his bones pop in relief. Time to make some new rosters.

Ben smiles; the new rosters made and saved for future use. He looks over to the clock, whistling to himself. It was nearly noon, his kids finally up and about. He smiles at Eleanor, the girl beaming slightly when he reaches over and rubs her head. The Necrofriggian kids were flying around, all of them taking the time to groom their wings. Ben gasps when one of them phases through kitchen table, pumping his fist in the air. "You guys can phase?! Ohhh my babies are growing up!" He tears up at the thought, receiving happy trills from them. He waves them off, watching them all phase around the room. He chuckles when Eleanors stomach rumbles; the girl blushing cutely.

"Seems someone's hungry. How about I make us some brunch? How's that sound?"

He receives 15 nods, laughing when Eleanor shyly asks for some fish. He sets out to make some brunch for them all, feeling the Omnitrix vibrate on his wrist. He lifts it up to see what was happening, staring at the words in front of him. "New transformations unlocked. Will be added to roster once update is completed. Creator says 'You're welcome'."

Ben raises an eyebrow at that. "Omnitrix…Can you tell me what the new transformations are?" His questioned is answered by a helpful beep.

"New transformations are a part of the Dite species and subspecies." At that, the Omnitrix screen grows in size once more; an alien appearing on it. Bens eyes widen at the aliens appearance. Water…The aliens body was made up solely of water; the blue liquid moving serenely. It stood at about 8 ft tall, body incredibly thin, and moving quietly. A long neck extends from the body, a…mask seen on the very front. Ben looks at the mask; it was the color of bone, 2 painted red eyes on the face of it. No mouth was painted on, but swirls and squiggly lines came towards the center. Ben lets out a small whistle, letting the Omnitrix spin the image around. " This particular example is a member of the Aquadite subspecies. Would you like to hear the more about this species and the subspecies?"

He gives a nod, the Omnitrix giving a small hum. It begins its explanation after a short pause.

"Species: Aquadite.

Homeplanet: EL-3D(Formerly), Aquahos (Currently)

Description: Aquadites evolved on the ocean world of Aquahos, a water world with its poles frozen and a deep ravines and coral growths deep underneath its surface. The planet is racked by seasonal storms that create waves that have been recorded as being tall and wide enough to block the sun out for weeks. During the calm season, the planet wide ocean becomes still enough to see perfect reflections on its surface.

Aquadites are entirely made up of the water that surrounds them, consciousness held in a way not presently understood.. Varying in size and shape; no exact 'normal' is known for the species. On average however, each member has 2 arms, no legs, and a singular head. On the head of each member of the Aquadites is a mask made up of an unknown bone like substance, each one as unique as the one wearing them. The material of this mask has been proven to be incredibly resistant to both physical and non-physical forces. The purpose of this mask is to give a stable consciousness to the Aquadite and allow them greater control of their powers. They have no vocal language, speaking to each other by changing the temperature, viscosity, and movements of their bodies to portray emotions and thoughts. Most have shown to be incredibly patient, and easy going. They are not a violent species by nature, but many of them have shown great 'battle lust'.

Aquadites are masters of water. They can absorb, condense, and use all water within a large radius of their person. With each new source of water, their bodies grow in size and their powers grow alongside them. Due to their unique makeup, Aquadites are incredibly agile and flexible. They are stronger than they appear, able to tussle with some of the stronger species in the universe. This is dependent to their size however. Some Aquadites have shown the ability of cryokinesis, but it has mainly been seen in older members of their species.

Aquadites have 2 subspecies that descended from them.

Cryodites; This subspecies made their home at the north and south poles of the planet. The planets north and south poles are frozen, temperatures dropping well below -500 Fahrenheit(-295 Celsius) as the norm, Aquadites that made this their home quickly freezing and adapting to the temperatures. They are made up of ice, scarcely moving their bodies outside of the frozen tundra's.

Cumulodites; This subspecies made their homes in the clouds of Aquahos, being made up of water vapor. The exact reason of the adaptation from a liquid form into a gaseous one is unknown as of now. They are incredibly solitary, rarely leaving their homes within the clouds and storms. As such, little is known about them.

Aquadites while powerful within their own element, are incredibly weak on planets that have little water on them. If placed on planet with no water or very little water; their powers become weakened and they become virtually stagnant. They can also be frozen which limits their movements and powers. The easiest way to incapacitate an Aquadite and the subspecies is to separate them from the masks residing on their faces. Removing the masks forces them to destabilize and lose control of their powers. This 'destabilization' is attributed to their memories and consciousness being stored within the molecules in which they habit. The mask gives them a place to focus, and removing the mask causes a psyche breakdown. All Aquadites, subspecies, and members of the Dite species must have a limiter chip placed onto the rear of their masks. These chips stop the threat of a 'mass material convergence' and helps limit a Dites powers when on planets of particular makeups."

Ben stares at the Omnitrix in shock. This…alien sounds awesome! He starts to dial it up, ready to test it when the Omnitrix beeps once more. He stops dialing, looking at the screen in confusion. "Warning! Before the use of the Dite species and subsequent subspecies; a brief synopsis of their history is needed. Denial of this synopsis results in the Dite species being locked until further notice."

"What? Why?" Ben questions, confused. This was new…The Omnitrix gives a hum, answering after a second. "The Dite species and subspecies have great power and their abilities are dangerous during certain circumstances. This synopsis is needed to give warnings about using the Dite species transformations. Continue?"

Ben rubs the back of his head. This…could be cool. He walks over to the fridge, pushing a small button on the front of it. It gives a small hum, Ben grinning when a previously unknown door opens up and spits out a smoothie. He grabs it, slurping the delicious drink with vigor. He decided on cherry mint, the two flavors melding together beautifully. He returns to the table, taking a seat and bringing the Omnitrix up. The alien watch brings up the screen, the blinking word on 'continue' flashing in front of him. He pushes the button, watching the screen shrink and start to speak. Eleanor walks over to look at him, Ben smiling a little. He rubs her head, setting out to do what he planned on doing before the Omnitrix finished its small update.

"How about some cereal guys?"

He gets a few more head nods, Eleanor deflating lightly at not having any fish. He smiles, promising her fish for dinner; the girl squeaking in happiness. The Omnitrix takes the time to begins its story about his new transformations, Ben multitasking.

"The Dite species and subsequent subspecies, are denizens of the Elem system near the center of the Milky Way galaxy. The system has 5 rocky planets, 4 gas giants, and a plethora of moons surrounding said gas giants. 4 of the 5 rocky planets are habituated by the Dite species and subspecies. The Dite species have much in common with the Manzardills, in which during their early development and evolution; their ancestors separated and adapted to the various environments they encountered and settled. The Dites' however took a few extra steps and facets of their ancestors travelled to the other planets and moons of their solar system.

The exact reasoning of this expansion by their ancestors is truly unknown, but recent discoveries and various stories told by the Dites have shined a light on the 3rd rocky planet in the system. The third rocky planet in the system, known by the galactic community as EL-3D, and known by the Dite species and subspecies as 'Defiled mother' in their local languages; is thought to be the original home planet of the Dite species. It shares its orbit with another rocky planet, the other planet being the home world of the Aquadites and their subspecies.

EL-3D by all investigations, was once a planet teaming with life. Expiditions to the planet have shown fossil remains of a variety of flora and fauna, many of them being of the 'leviathan' class. Expeditions to the planet were hereby outlawed by Vilgax after his defeat by the Dite species during his early campaigns. As such, knowledge of the planet is limited…

What is known however is that approximately, 1.5 million years ago; the planet was populated by what is speculated to be the Dites ancestors. It is unknown what these ancestors looked like, nor of their lifestyle; but it is theorized that they had a similar makeup of the current Dite species. Stories passed down by the Dite species have alluded to the fact that their ancestors had complete control over the natural elements and did so masterfully.

By current information, the Dites ancestors ruled the planet for thousands of years, making cities out of the natural elements in which they could control. EL-3D is theorized to have been an 'Earth' like planet; with various environments all mixing together fluidly. The ancestors of the Dite species were not a technological species, by current understanding; preferring to use their natural powers to travel their home-world and into their home solar system. As such, any and all proof of their existence is hidden within the very dirt of the now dead planet. Their existence is thought to have ended approximately 800,000 years ago. The exact reason is speculated, but stories passed down by their descendants say that they initiated a planet wide convergence. This 'convergence' and why they decided to initiate it is currently debated by the scientific community. The theory currently accepted is that they, in their expansion, discovered that they could spread their consciousness across the materials in which they were made off. Doing this caused their powers to grow, and the discovery that they could combine all their collective consciousness's into one singular being. Their descendants have this same ability, able to spread their consciousness across the material in which they are made up of as long as said material isn't already apart of another member of their respective species.

This convergence was successful but the cost of its success was the death of El-3D. Stories passed down by their descendants say this 'convergent being' in its great power, saw the destruction it caused to its home world. It felt great grief at what it…they had caused. It's said its' cries where heard across the galaxy, lasting for approximately 100,000 years. At the end of this grief, the being would end itself by solidifying certain aspects of its collective consciousness. It would then send these solidified aspects to the other worlds in the solar system, fading away with nary a whisper. These collective aspects would later evolve into what is now know as the Dite species.

Once every 50,000 years, all the planets in the Elem system align, the Dite species and subspecies taking this time to build bridges between each of their worlds. These bridges are normally made up of each species respective material, interacting with each other and forging new bonds. At the end of this, the eldest of each respective subspecies travel to EL-3D and end their lives. They do this to repent for their ancestors mistakes, hoping to bring the planet back to life with their own bodies.

Current known subspecies of the Dite species;

-Pyrodites

-Aquadites

-Terradites

-Mercuradites

End of synopsis."

Ben takes leans back into the kitchen table, awed. His kids were still eating their cereal, the sound of crunchy goodness echoing in his mind. That…was a lot to take in. He brings up the Omnitrix, dialing through it until he reaches the newest transformations. The tribal faces staring up at him make him raise an eyebrow. He starts to count, blinking when he didn't just get 1 new transformation…He got 6! He grins to himself, beside himself with glee. His grin makes his kids look up at him in confusion, Ben reaching over and rubbing their heads 2 at a time. "Don't worry kids! Mama just got a few new things!"

Their happy smiles and thrills make his chest swell, the Omnitrix faceplate jumping up. Ben grins, slapping it down. Students would later report hearing loud roars and heavy footsteps that would shake the dorms. Ben would deny any and all accusations made towards him; hiding a small smirk when his kids giggled behind him. He yawns, body finally tired. He looks to his Shifter and P.O.D. giving them a nod. They give their own nods, Ben walking over to his bed and laying down. He smiles softly, eyes closing as he falls asleep.

Ben groans, getting up from his bed. His covers fall off, Ben shivering at the coolness of the air. He looks down to see the Omnitrix, sighing in relief. He wasn't in a dream. He looks around sleepily, seeing the sun starting to peek over the horizon. He stretches, bones popping as he moves. The carpet was cool to the touch, his feet plodding him to the bathroom. He starts the shower, stripping from his pajamas and entering the stream of water. He jumps, senses overloaded by the cold water. He quickly turns the knob, water turning from cold to warm. He grumbles. That's one way to wake up…

He finishes his shower, quickly brushing his teeth. He smiles in the mirror, seeing his teeth sparkle and with a satisfied grin; exits the bathroom to get dressed. The kids were still asleep, grinning when Eleanor was letting out small snores. He quickly gets dressed, khaki cargo pants comfortable, black and green shirt still a staple to his fashion. He grabs a comb, moving the hair back into the semi-tame look he was known for. After he was done, he freezes and turns around.

'What about my kids?'

The questions burns in his mind, green eyes staring at their sleeping forms. He normally had his friends or the teachers keep an eye on them when he was away. But his conversation with Ironwood, made him hesitant to leave them at the academy. The good general may kidnap them for study. "If only I could send them back home."

Klaus takes this question as the opportune time to let out a small screech, the noise making Ben let out a manly squeal. He looks to the magical bag, seeing it point to the door. Ben turns, grin stretching to his cheeks. "Prof. Paradox!"

He whispered, the kind time traveler giving a smile of his own and nodding. He points to the door leading to the hallway, Ben nodding and the 2 exiting. After a minute of walking away, Ben turns to the Paradox.

"Good to see ya Paradox! What're doing here?"

The aged timed traveler gives a soft smile to him, chuckling good naturedly. "It's good to see you as well Ben. It is good to see you, yes? It will be good to see you? Oh…time travel can be such a twister." The lament of the man makes Ben smirk, secretly pleased that he could actually understand what he was talking about. He hears the man hum, snapping his fingers quickly. The noise makes the man jolt from his thoughts, smiling once more. "Ah yes. Ben! I believe you asked why I was here?"

The transforming teen gives a nod. "Well…some events have changed with your arrival on Remnant. Said events are coming closer and closer and as such, I…think it's a good time for your children to return home for the foreseeable future."

At that Bens heart freezes in his chest, eyes staring at Paradox. "Sending…my kids home?" His voice was ladled with panic, hair sticking on ends. He had just asked for this a few minutes ago, but the actual possibility of it chilled him. He stays quiet for a minute, mind racing. He had gotten used to them being with him, so the thought of them being gone formed a pit in his stomach.

"Is what's coming really that dangerous? I'm Ben 10! I beat Vilgax! I defeated Diagon, a literal god that had conquered entire universes! I recreated my home universe, and then fought to keep it in existence! I can handle anything.." He says with his normal cocky grin, giving a small flourish at the end. Paradox gives a small chuckle, nodding his head in agreement. "That you are and that you have. And I have no doubt that you could protect them from whatever decides to harm them but the oncoming events will truly test your mettle."

"Test my mettle?" Ben muttered, crossing his arms. "The mettle of my what?" He questions, narrowing his eyes. Paradox gives a sad smile. "The mettle of your humanity and the mettle of you…"

Paradox says this as if he experienced himself, Ben giving small hum. Testing his humanity and what makes him, well….him. "And I guess, my kids being here could…halt my progress?"

Paradox gives a nod, Ben clenching his fists. After a minute, he groans and rubs the back of his neck. "Alright. I trust you Paradox. If them going back to my universe keeps the safe from whatever will 'test my mettle' I'll send them home." He says this despondently, blinking. "Wait…What about Eleanor? Will my parents be willing to take care of her alongside the others?" Other worries were swimming through his head, but those were the ones that escaped his mouth.

"No need to worry. Your family and friends have already been informed of young Eleanor. They are quite ecstatic at the thought of having her there. I believe your mother was preparing a small photoshoot for her newest grandbaby."

Paradox gave a small laugh at the end, Ben groaning at the thought of his mother. But the knowledge that his family was happy to have Eleanor with him, eased his worries. "I'm taking a guess that you'll be taking them home?" Paradox gives an affirmative, Ben nodding.

"Alright. I'll get them ready." Paradox gives a nod, Ben blinking when the man disappears. He hears the coffee pot activate, Ben shaking his head and entering the room. He waves P.O.D. and Shifter over; Klaus content to stay on the nightstand. He whispers what was happening, P.O.D. giving a sad trill. "Oh dear…They will not like this."

Klaus giving an agreeing chitter, Ben frowning. "Yeah…" At that, he looks to the clock; wincing at the time. The bullhead that was to take he and Teams RWBY and JNPR to the town of Poppycock was to leave at 10. It was getting close to 7, the sun finally above the horizon; bathing the world in its warm glow. "Lets get them up…"

Ben stares at the bawling mess of children, feeling the urge to join them. He squashes the urge with an iron heel, bringing them all in for a hug. The little necrofriggians bodies chill him lightly, their bulbous green eyes filled with tears. Eleanor was no better, screaming and crying. "It'll be okay guys. You're…just going to visit the family. You'll still get to visit…" He says this while giving a glance toward Paradox, the time walker giving a nod. Ben takes a breath, bringing his kids out of his hug. They were all still crying, but the tears had slowed to small trickles down their cheeks.

"Grandma and Grandpa want to see you guys and I think it'll be good for you guys to visit them for a while. I'm not leaving you guys. I'll never leave you guys. Alright?"

This does nothing to dispel their worries, Elanor able to warble out. "Don't...you *hic*…want us?"

"What?! Of course I want you guys here! I'm going to get lonely without you guys here. But right now…something is coming and I need to protect Remnant. I'd rather you guys go home where it'll be safer. Ok?"

After that last little words, his kids finally give a nod of acceptance. They looked unhappy but a quick hug from him eased said unhappiness. At that, Ben gives a sad smile checking over their luggage. He nods when everything was in order, Paradox brining out his stopwatch and clicking it. The swirling blue vortex scared his kids, most of them hiding behind him. Ben leads them to the portal, giving reassuring purrs and trills odd to the human body. Paradox gives Ben a smile, leading the kids through the portal. All of them turning around and giving a tear-filled waves. He returns the waves with a large smile, the emotions behind it hidden. Elanor was the last one to enter the portal, Goop doll held to her chest as she entered. After she disappeared into it, the swirling vortex closed; leaving Ben in a silent, empty room.

His smile wavered, Klaus giving a questioning chitter. Ben takes a breath, shaking his head. "It's…nothing…Shifter, P.O.D.! Everything ready?"

He receives 2 mechanical hums, Ben nodding and exiting his room. Shufter appears on his back, P.O.D. shutting the doors behind them. It was time for a mission!

At the bullhead docks

The air inside the bullhead was silent but warm. The town of Poppycock, the name still getting a snicker from he and Yang, was a good 6 hours away. They had been in the air for about half that, Ben snickering at Jaune; the knight looking like a green apple. Pyrrha was rubbing his back, whispering in his ear to ease his airsickness. It seemed to be working, the light green color to his skin fading to a light pink. Yang was playing on her scroll, Ruby next to her fiddling with Crescent rose. Nora was entertaining the others, Ren trying and failing to rein her in.

Bens green eyes glance around, smiling at the sight of his friends. Weiss catches his attention with a dainty hand, Ben looking at her with a raised eyebrow. "Any plans once we get to the town? Any hints as to how to fight these…DNAliens…" The last word was said with a questioning tone, Ben nods.

"Yeah. Be careful of their mouths. They can launch this mucus like material that will stick you in place. It's pretty strong, so don't try to break it using physical strength. Either freeze it, melt it, or boil it. They're never alone, so watch your backs. They may look frail and weak, but don't underestimate them. I've seen them rip a car door off and use it as a bat…"

"So either catch them by surprise or hit them hard and fast." Yang piped up, Ben looking up to see everyone looking at him. Weiss was nodding at Bens words, quickly taking them into account. "What do you want us to do with them if we catch them?" Blake asks, Ben humming.

"If you can, knock them out and tie them up with some heavy-duty rope. I have a way to return them to normal."

"And if they're grimm?" Jaune asks, still a little green. That thought stopped Bens thoughts. Could the Xenocytes take control of the grimm? "I…don't know if the Xenocytes can take control of the grimm but if they can, take them out. I'm more worried about the villagers than the grimm."

He gets a few nods, Nora popping over with a grin. "Ohhhh! This is going to be awesome! Fighting aliens! Discovering secrets! Pancakes!"

They all laugh at the bombastic bombers declaration, Ruby joining Nora in all her noraness. Ben smiles, the Omnitrix feeling slightly warm on his wrist. He looks down, jerking when he sees Ruby and Weiss fiddling with the alien watch. He raises an eyebrow at the red reaper. "Weren't you just with Nora?"

His question is frankly ignored, Ruby and Weiss tapping at the watch. He decides to stay quiet, watching the pair tap away at the faceplate. After a few minutes, he smiles when they touch right combination of buttons; the faceplate popping up and the digital display coming into existence. He chuckles when Ruby gives a cheer, the heiress smiling alongside her partner. They finally look up to Ben, the 2 of them simply staring at Bens smiling face.

"What?" Ben smirks. "Finally figure out how it works?"

"Sorry." Ruby squeaks out, small blush on her cheeks. Weiss simply rose an eyebrow. "How does it work? The actual process of transforming someone into a completely different species, to the point they are indistinguishable from actual birth members of that species, must use a large amount of power…"

Ben thinks about it. "I don't know how it exactly works but I was given a crash course by the creator. A crash course that I passed to that little frogs shock and horror."

They all blinked at that little tidbit of information, Yang putting her scroll away. "Hey Ben. You okay?"

Ben looks at her and smirks. "I'm fine. Why?" The blonde brawler frowns, staring at him with an unnerving gaze. "You…seem stiff…" Bens smirk dies, grumbling lightly.

"Noticed that did ya.." He mumbles, Yang nodding. "When you help raise someone like Ruby, you pick up a few things about seeing when someone not feeling well…" He chuckles at that, taking a breath.

"I sent my kids home."

At that, the group frown. Nora lets out a little sniffle. "The kiddies are gone? Aww man.." Pyrrha shared the sentiment, Jaune rubbing his stomach. "It's going to be lonely without them." Weiss cursed under her breath. 'Damnit. I had some little outfits for them to wear…'

Ben shakes his head, letting out a feminine scream when a head of orange pops up next to him. Penny stares at him in confusion. "Friend Ben? You have children?"

The whole group stop their beating hearts, looking at the orange haired girl. 'Where did you pop up from?' Was their collective thought. Ben takes a breath, looking to the android girl. "Penny! When did you get on the bullhead?"

The android girl tilts her head in confusion. "I got on when you all did. You seemed distracted, so I stayed quiet." At that, the group look around the bullhead. How did they miss her? After a second, Ben nods; patting the girls head.

"You didn't have to do that Penny." Ruby agreed with him, dashing to the girls side and smiling. "Yeah! I didn't know you where coming with us on the mission. Oh this'll be awesome!" At that, the 2 girls start to talk animatedly; Nora joining in on the mayhem. Weiss taps Bens shoulder, Ben turning to her.

"How did Penny become apart of the mission? I thought it was going to be just the ones knowing the truth about you and the Omnitrix."

"Remember when I was asked by Miss Goodwitch to go with her, Ozpin, Ironwood, and the older you that really needs to get laid?" The last remark makes the heiress glare at him, Ben giving a smirk at her. "Yeah. Miss Goodwitch was eavesdropping on you guys during your little library get together…" At that, Weiss pales a little, Blake hearing him and cursing under her breath. "She decided to question me on it and I told them the truth. Penny was brought on as the good General wanted to go and assault the Highbreed immediately. I talked him out of that, and suggested Penny come with."

Weiss opens her mouth to more than likely apologize, Ben stopping her. "No need to say sorry. I expected them to find out sooner or later." At that, Blake walks over; stumbling when the bullhead rumbled lightly. Jaunes echoing groan makes them all wince in sympathy for the knight; Blake taking a seat next to Weiss. "What if she takes some tech from the Highbreed?"

Ben waves her off. "I'll take care of the tech. Just...focus on not getting squished…"

Blake and Weiss deadpan at that, getting a laugh out of him. He takes a breath, leaning his head back and closing his eyes. And after a minute, soft snores escaped his mouth. Klaus snickers, P.O.D. floating down and grabbing the magical bag. Ben wouldn't wake up until they arrived at the town.

At the town of Poppycock

Ben groaned deeply, walking out of the mayors office. Jaune and Ruby followed out from behind them; the 2 sharing the same groan as he. The town of Poppycock was a quaint little town. Houses lined cobblestone and dirt pathways, most of them of an older design. People stared at them when they arrived, most of it in happiness that someone had answered their call for help. Tall walls made of concrete surrounded the town, patrolled by the towns local militia. A small river bisected the town, clear mountain water cool and refreshing.

Ben rubbed his chin in thought, watching Jaune and Ruby head towards their respective teams. Klaus gives a questioning chitter from his side, P.O.D. voicing its own question. "Operator Ben? What are your thoughts?"

"My thoughts…point to the river going through the town…" Ben mumbles, P.O.D. giving a hum. "That is the most likely way they infiltrated. Xenocytes were created with the ability to survive in nearly all climates, water being their preferred choice. That the river runs from outside of the town, gives the Xenocytes plenty of places to grow."

Ben nods, Shifter growing hot on his back. He nods to the others, walking toward them when they were done talking. "Any thoughts?"

Jaune hummed, rubbing the back of his head. "Not much really. Kinda in the dark about this one. You're the alien expert, so…" Ben chuckles a little at that, blinking when Weiss looks at him with a smirk. "What's with the smirk?" He asks, the heiress pointing to something. They follow the finger, all of them stopping when they see a large green eye staring at them from a nearby bush.

"Grab it!" They all yell, the more agile ones of the group rushing forward. Some of the local townsfolk look at the oddly as they rush past, chasing a skittering purple blur. Ruby was the first to catch the Xenocyte, the young reaper wrestling with it. They get there in time to see the Xenocyte latch onto her face, and bring it closer to its mouth. Yang punches the Xenocyte off, Blake quickly wrapping it up in Gambol Shrouds ribbon.

The others reach them shortly after, all of them staring at the squirming hissing Xenocyte. "That…is ugly." Jaune remarks, bending down to look at it. He jerks away when the Xenocyte lunges at him, not getting far with the ribbon covering it. Blake grunts a little. "This thing is strong…!"

Ben nods, looking over at Ruby. "You okay?" The reaper nods, rubbing her cheeks where the Xenocytes tentacles had grabbed. "Yeah. That thing IS strong…"

"What do we do with it?" Pyrrha asks, the spartan motioning for Jaune to stand next to her. He does, the 2 making a small wall to hide the Xenocyte. Ben walks up to it, and smiles. "We take outside of the town. What's odd is that it was here during the day…"

He gets a few nods, Nora walking forward with a disturbing gleam in her eye. "Come here squishy~~~" At that, sensing the impending danger, started to struggle more; falling prey to Noras crushing hug. "All right everybody! Lets move!"

Outside of the town

The Xenocyte struggled once more, Blake pulling the ribbon tighter. Ben nods. "This should be far enough." At that, they put the Xenocyte down and Ben brings up the Omnitrix. He grins when he finds the transformation he wants. "All right guys. I won't be able to talk; so just follow me!" After that, he slaps the Omnitrix dial down; the energy rushing through him.

His spine snapped and grew. His legs melted and reformed into large canine like paws. His eyes and ears disappeared, gills growing on the side of his neck; each change accompanied by sticky orange fur. His jaw grew sharp teeth, strong enough to rend steel and flesh. Primal instincts roared at him to run and hunt; but it was held back by an intelligence not seen do to his beastly appearance. With the last of the transformation, a roar escaped his lips and a new alien walked the face of Remnant.

The alien walked on 4 legs, orange fur moving in the wind. No eyes stared from its head, a snarl placed on black lips. Large 5 fingered hands grasped the ground, sharp nails digging into the dirt with no resistance. Its legs were canine like, knees backwards and thin. A large upper body, reminiscent of a gorilla rippled with muscle and with a huff, the alien looked around.

Ruby lets out a small 'eee' at the alien. "Wildmutt!" She squealed out, rushing over to the beasty alien. Wildmutt gives a small chuff, moving forward. As he passes by, they all take the time to rub a hand over his back. Nora lets out a small 'oh' at the surprising softness of the fur. "It's so soft~~" Ren moves to warn her, Nora jerking her hand back with a hiss. A sharp orange spine was sticking out of it, the orange haired bomber yanking it out. A small trail of blood trailed out from where the spine was stuck, Nora aura quickly repairing the damage.

"I forgot about the spines…" She mumbled, Ren shaking his head in light amusement. Wildmutt moves forward, sniffing the air as he did. Jaune leaned toward Pyrrha, whispering. "How can this alien see again?"

"See those gills on the side of his neck?" Pyrrha pointed at the small slits, Jaune nodding. "They act as his eyes and nose. They allow him to see everything around him." At that, Jaune makes an 'ooo' Wildmutt stopping and flaring his gills. The animalistic alien snarls, and walks over to the Xenocyte. Blake takes a step back, a small hiss escaping her lips as Wildmutt approached. Yang looked at her partner. "Did you just hiss?" She asks, both she and Wildmutt looking towards her in shock. Blake blushed, mumbling an apology. The Xenocyte started to struggle as Wildmutt approached; the Vulpimancer getting close enough and sniffing. After a second of sniffing, Wildmutt lets out a roar.

The group jump away in shock when the alien grabbed the Xenocyte, and started to slam it into the ground. Blake untangled Gambol shroud from the Xenocyte, wincing when the little parasite lets out a squeal of pain. Wildmutt grabs the Xenocyte with his mouth, shaking it like a dog would a toy. After that, Wildmutt crunches the Xenocyte and waits until the parasite stops moving. And with a jerk of his head, the remains of the Xenocyte is thrown into a nearby tree; the others looking at the remains.

"They did say that Vulpimancers were pretty…brutal…" Weiss murmured, getting some soft agreements from the group. Wildmutt dashed from the small clearing, quickly followed by everyone else. "Protect Ben! He must've got a scent from the Xenocyte!"

His team give their agreements, bounding after the dashing aliens

They chase the alien for a good while, Wildmutt proving to be incredibly agile in the forested environment; jumping yards ahead of the group, claws grabbing and ripping through trees as he grabbed them. For a few minutes, the group actually lost the beastly alien; Yang cursing. "Holy crap! This guy is quick!"

"Blake and Ren are keeping up with him." Pyrrha remarks, ducking under a low hanging branch. And she was correct, the 2 ninjas of the teams keeping a steady pace with the alien. Ren was moving quietly ahead, staying on the ground as Blake took to the trees. Another 5 minutes pass, Wildmutt coming to a screeching stop. Blake and Ren appearing next to him, the stoic ninja raising an eyebrow. "Is this it?" He asks, Wildmutt giving a nod. He sat on his haunches, panting with tongue out. A minute later, the others join them; looking at where Wildmutt had led them.

It was a small cave, the opening large enough to fit a large vehicle. A small stream ran into its mouth, the echoing sound of the water pleasant. Yang stares at it in confusion. "This is where that thing came from?" Wildmutt gave a bark, Ruby giving him a head scratch. Wildmutt grunts in happiness at the head scratches, Ruby grinning. "Good boy Wildmutt! Good boy!"

Weiss and Nora come over and join in on the scratches, the others watching with small smirks as the Vulpimancer rolls over to give them access to his stomach. Klaus laughs from his place on the ground, P.O.D. giving an electronic giggle. Penny dashes forward. "I too want to join in the 'good boy' reward." At that, the android girl picks Wildmutt up and squeezes him.

If Wildmutt had eyes, they would be wide in surprise; Penny nuzzling her face into his fur. The Omnitrix takes this time to let out a small beep, Wildmutt reverting back to Ben. He looks at Penny with a raised eyebrow, the girl letting out a little 'eep' at his sudden transformation. She puts him down, Ben walking away.

"Have fun getting head scratched?" Yang teases, Ben ignoring her. "This is where the scent lead too." At that, Shifter melted from Bens back ands reformed in his hands as the shotgun. He hums, turning to the group. "You guys still have those ear pieces I gave you?"

They all reach into their pockets, bringing out the small communicators. Ben nods. "We'll be needing them."

"It's going to be hard to see in there. Need me to make a torch?" Jaune asks, squinting his eyes into the darkness of the cave. "Yeah. Some night vision goggles would be handy." Yang remarked, looking to Blake. The cat faunus raised an eyebrow, giving a small smirk "What're you talking about? I'll be just fine."

Yang grumbles a little, Ben looking to Klaus. "You have anything for this problem?" Klaus gives a chitter, spitting up 7 pairs of goggles. Ben grabs a pair, bringing them up to study them. They look like ski goggles, but high tech. They were a dark black, the lenses clear and surprisingly hard. They didn't have a strap coming from the back of them, so he didn't know how they would stay up. Nora grabbed a pair, bringing them to her eyes.

They all stare as the goggles attach to her face, a small suction cup noise echoing lightly. The bomber lets out an 'ohhh', spinning around. "Rennie! I can everything with these!"

At that, the others grab the goggles; placing them on their face. Some of the jump when the goggles attached to their face, Ruby letting out a little squeal. "This is so cool!"

"Will these really let us see in the dark?" Pyrrha asking, Ben stifling a laugh at their appearances. Klaus gives a nod, the others trusting the small magical bag. "Wait…what about Penny?" Nora asks, worried about her fellow orangette. Said girl gives a salute, green eyes sparkling. "No need to worry friend Nora! I am combat ready!" They all stare at her, Ben seeing the android girl stiffen; giving a small laugh. "So…who's first into the cave that houses octopus like aliens?" He asks with a grin.

Yang gives him a smirk, walking past an entering the cave. Blake follows her, quickly joined by Ruby and Nora. Jaune and Pyrrha walk in, Jaune deploying Crocea as he entered. Ren entered, giving him a nod as he passed. Weiss gives a slight huff, Penny following behind the heiress; quietly speaking to the girl. Ben shrugs his shoulders, walking forward only to stop. He feels something trickling down his face, reaching up to rub at it. His hand comes back with blood on it, Ben realizing that it was coming from his nose.

"Oh…that's not good…"

Chapter end.

Authors note: I hope you all enjoyed this chapter. Not much action, but a few new questions to be answered and pondered. Until next time! This is Luckyplains13, signing off!