Lord Almighty, I can't apologize enough these days…! ANYWAAAAYS…!

Welcome back to the Huntsman From the Void! Double upload! Let's see what's in the comments.

The Galvan Technology Conspiracy

Now I've mentioned that I typically don't involve material from the Ben 10 Universe in my stories, but I felt for this one that it could do some good. I did want to make comparisons between the technological differences of the RWBY and Ben 10 Universes, so I decided to incorporate Galvan tech into this. Heck, I might even add an evil Galvan OC into this or something… Though that might not actually happen. It depends if that sounds good with you guys. The tech could potentially be used as source material for a potential 3 way crossover, though I'd have to make it possible for all three Bens to meet up at once.

Grimm Eclipse

Now I have to admit that it's a bit difficult creating an entire Arc based on the game, because honestly when I first played RWBY Grimm Eclipse it literally just took me 2 hours to beat the game at a leisurely place with Blake, and that was right after I bought the game on Steam. Each level takes like around 10 or so minutes to beat at the most, and the map layout makes it hard to exactly describe the environment. Not to say that it's impossible, but I feel like it's kind of blandish in the matter or relaying what the reader should see from the characters' point of view.

A RWBY Chibi of my own?

I'd really want to, if anything. Would you rather it'd be like the actual RWBY Chibi, where the characters are all wacky and such? Or should it kind of be like shorts? I read a couple of the other RWBY x Ben 10 stories that had their own RWBY Chibi versions, so I was thinking of either trying to be unique, or make it so that this Ben is…kind of like another Ben that managed to get teleported into Chibi Remnant instead of the actual RWBY Universe? Gosh, I can see Ben retorting soooo much, as well as making puns galore.

Anyhow, I've updated a bit, but I have to be honest that I've been a little busy IRL, mainly with assignments and Finals coming up for my school. I had a bunch of projects, and making the recent Huntsman From the Void chapters proved to be a little more time consuming due to me having to make my own scenarios for the Grimm Eclipse storyline, so apologies once again for the late uploads. Though with that out of the way, onto the chapter!

And once again as usual… I own nothing related to RWBY nor Ben 10. Please support the official releases, and happy reading to you all! Thank you for over 430 Follows, Favorites, and Reviews, as well as nearly 90,000 views!

Chapter 15: Start of the Chase

Ben was quite dazzled. Not just by what the origins of this person who managed to salvage technology that absolutely baffled this world's by centuries could be, but also the fact that the technology had somehow managed to find its way into Remnant. That in itself was the biggest concern he had on his mind.

Well… That, or the fact that everyone was falling down to Mountain Glenn's underground city once again. That of course.



"WHAT'S THAT SUPPOSED TO MEAN?!" Said ginger haired girl barked as she tried to swing Magnhild at the blond.

"Come on Omnitrix, give me someone who can fly!" Ben yelled at the device on his wrist as he activated it. "And for the record, human pancakes are an actual thing!"

Pushing the core down, everyone closed their eyes for a moment, opening them a split second later to find out that Ben had transformed himself into Clockwork. The robotic alien took a quick glance at his arms before groaning in irritation while everyone else still had panic-driven faces as they turned to him.


Clockwork sighed, before looking down. "Well…"

"We're accelerating a quarter of a mile at the rate of 30 feet per second!" Oobleck pointed. "Do you know what that means?!"

"I don't wanna find out!" Ruby retorted.

"PANCAKES!" Jaune and Yang yelled back.

"WOULD YOU QUIT IT?!" Weiss growled at the two blonds.

"Ben, if this form can do something, you'd better hurry!" Pyrrha pleaded.

"Because we're about to reach contact!" Ren added.

Glancing back and forth, Clockwork breathed in as he extended his arms out. His key on his head began to spin around rapidly as a wave of green energy was released from the interior of his body, as shown from the transparent screen on his stomach area.

Quickly, time within this affected area began to slow down, and while it wasn't a complete halt in motion, Clockwork's chronokinesis did manage to lessen their speed to the point that it wouldn't be lethal.

"That's it! Keep going, Ben!" Blake cheered for the robotic alien.

"Just a little more!" Oobleck said.

"Uuurrrgh… Gaaah…" Repeated grunts were heard from the Chronosapien over the span of several more seconds. By then, the gang was around half a story's worth of height from the ground when he reached his limit. "Oooooh that's it…! Can't hold it any longer!"

As the field dissipated, the Omnitrix began to tick and beep with its red coloration as everyone began to fall once more. As they all landed with dull sounding thuds, Clockwork reverted back into Ben. The first to land were the guys, in which Pyrrha landed in Jaune's arms…while Ruby landed on Ben's back. Ren seemed to had perfectly rolled by, which was unfortunate for Nora as she landed on her rear, as did Yang and Weiss. Oobleck managed to land perfectly with the use of his thermos to act as propulsion, saving Zwei, who was on his pack.

Blake landed completely safe on the tips of her toes without a hint of sound though. As expected of a cat; or rather, a cat Faunus.

"O-ho o-ho..." Ben sobs as he felt his back suddenly get crushed. "R-Ruby… Have you been gaining weight lately?"

"Ow… Well, last night she sneaked in a couple cookies as a sort of "reward" for our efforts during the fight a few days ago." Yang grunted as she rubbed her rear. "A dozen or something I think…"

"Y-Yang!" Ruby blushed in embarrassment as she flailed her arms. "I thought I told you not to mention that!"

"Well, it wasn't only her who noticed you know…" Weiss gave the hole above them a stern look before she patted her bottom. "We all knew."

"W-What…?" The scythe girl turned to her partner in disbelief.

"I saw everything." Blake merely mention as everyone else started to get up.

"But… Bu… Aw forget it…" Ruby sighed as she got off Ben. "Sorry…"

"Not that I actually mind… Seems all of those calories are starting to go somewhere other than your stomach though…" Ben murmured to himself as he glanced at her, before turning away to knead his aching back.

"So… Where are we exactly?" Jaune and Pyrrha also got out of their embrace quickly, which was quite a surprise to some of the others. "Seems like we're underground."

"That's correct, Mr. Arc." Oobleck said as he straightened his hat. "Team RWBY and Mr. Tennyson had presumably already experienced this, but we're now in the underground city of Mountain Glenn; more specifically, the subterranean levels. If I do say so myself, this area is even more dangerous than the girls and I's last err…visit. So, we must be even more careful."

"Right. Luckily there seems to be a pathway that leads into somewhere else. Let's head there first." Blake instructed as she pointed to a collapse trail of rubble.


Following her lead, Oobleck and company began to go along this dimly lit trail. It seemed to be quite dark for this time of the day, so Ben figured that either the collapse managed to spew up a whole bunch of dust, or that the time since they've arrived back in the abandoned city had increased dramatically. Nonetheless, the gang continued their way, tethering with a few Grimm that managed to fall down with them along the way.

After a few more moments, they reached what seemed to be a sort of entrance to one of the underground city's openings. Old pipelines and an archway of brick lead upon them to the interior as bright dust crystals of orange color lit the way.

"The under city… I never thought I would actually see it in person." Ren said with shock in his voice. "It's so vast…"

"Woah… It's sooo big!" Nora stared with excitement in her eyes. "I suppose the Grimm are in for a rude awakening then!"

"I wonder what we'll find here though. I'm curious." Pyrrha blinked. "What do you think, Jaune?"

"…I get the feeling that the Grimm here are more plentiful than compared to the surface." Said blond gulped. "You know, with it being all dark and stuff."

"Alright everyone, let's not waste any more time." Weiss said as she checked her rapier. "Now then… Where do we go from here?"

"Don't suppose there might be an exit sign around here?" Yang asked.

"Probably not." Ben said as he tapped a few buttons on the Omnitrix. "Even with the Omnitrix's sonar systems, it's hard to pin down exactly where we are."

"Well, the White Fang's activities have made it even more dangerous due to the train bomb. Let's find a way out, and quickly." Blake urged

Oobleck smiled though. "Not to worry! Recently I've compiled a noting of the city's schematics. I'll…have to reinforce my memory as we go forward however…"

Immediately as they got off the rocky trail and begun to travel into the edge of the city, Oobleck took note of the things around the area. Mine carts, railings, buildings of all sorts. Even with the Grimm being in this desolate area, it seemed that the people that lived here before hand tried to survive as comfortably as they could.

They walked for a few more seconds, only to learn that the tunnel that these rails were in were buried down to the cave collapsing. Luckily, there was another opening dimly lit by turquoise colored crystals of Dust. Turning to face the entrance way, as Ruby and Weiss stepped in, it was then that Zwei suddenly got the weirdest smell in his nose that reeked of danger.

"BARK! (Incoming!)" He roared.

Everyone turned back, but because Ben could understand him, he immediately drew Mundvridi and stood in front of the girls as something erupted from the ground. It was a type of Grimm that burrowed into their presence, taking on the appearance of a Creep…however, there seemed to be a few differences.

It took some aspects from an Alpha, with its skull be larger and pointed, its legs looking beefier and its tail having a longer length. However…unlike normal Grimm, this one had a green theme with stripes along its body that glow. All the way along the spine down to the tip of the tail, green crystals protruded out, showing its more abnormal traits. It also exuded a green gas or fog.

As it roared and glowed, Ben took no chances as he straight up shot a few rounds at its exposed body. It went down no problem with a few moans and loud growls, though as it smacked down onto the floor, the crystals all over its body began to glow brightly.

"…!" Backing up quickly, Ben and the others watched as this differently appeared Creep suddenly self-destructed, causing a loud explosion. Everyone else seemed to be shocked as their mouths opened up.

"What was THAT thing?!" Nearly everyone, except for Ben and Oobleck yelled out.

"It… It seemed be a Creep of some sort. Doctor Oobleck?" Ben asked he turned to said Professor.

"It appeared to be a creature of Grimm yes, but modified... Mutated. This will require further study. It's fascinating...but very, very troubling. Excellent work for discovering that split second self-destruction mechanism, Mr. Tennyson." He explained. "…Let's move on."

Nodding, after getting out of their shock, Ben and company moved on through this narrow passageway to discover another drainage waterway system. After leaping off from a steep edge, they landed into the bottom of the passing.

"So, where are we now?" Yang asked.

"It appears to be an abandoned waterway system; most likely as a form or source of power to power the mine carts and the city…" Oobleck explained as he looked around for another doorway. "Ah, over there. We should be able to reach an exit through these doors... Let's just turn the power back on so we can open them up."

"You sure that won't just make more noise?" Nora wondered.

At the edge of this up hilling way, there was another closed pathway and a button that seemed to be a switch for it. As the rest of Team RWBY-B and JNPR went up, Ruby activated her Semblance and rose to the switch in an instant. As she pressed the dimly lit green button, the pathway opened with little to no noise surprisingly.

"Huh, what's that." Ruby wondered out loud as she stepped pass the archway. Unknown to her, right at the base of the entrance was a thin piano wire that she snapped by stepping through. "Huh?"


"…What was that noise?" Weiss looked at where Ruby stepped. "Ruby!"

"AH! I didn't know! Wait, what's that beeping?" She then looked next to her, only to see a minecart with a large bomb. It seemed be a little similar looking to what the White Fang used, albeit larger than said bombs. "Uh…"

"Oh dear... That is a bomb. And a very large bomb at that. Who would booby trap this place?! Give me a moment..."

"Hm…" Ben hummed as he took a look at it. "…I can't do anything."

"What do you mean?" Jaune asked as Oobleck took a closer look.

"What Mr. Tennyson means is that it has a motion sensor. Any physical contact would set it off. And it's set to explode in just a measly short 6 or 7 minutes at that…"

"Then what do we do?" Yang asked with slight worry.

"Luckily, it appears that these tracks lead to a deep chasm and an underground river, but with the way this device is rigged, we're going to have to power the cart's engine. Gather as many nearby Dust crystals as you can find! Time is of the essence, but remember to remain calm..."

"Right, no biggy. Just power the cart and—"

Right as Nora was going to say that, she pretty much jinxed the group as the bomb's beeping began to turn its volume up, alerting the whole cave and its denizens. Roars of Grimm could already be heard from the distance as the ginger haired girl grumbled.

"…Right. Forget that. Just hurry!" Oobleck waved his arm. The gesture made everyone nod as they all tried to search for any Dust crystals in the nearby vicinity.

Ben quickly activated the Omnitrix and slapped the core down. This time, he took on the form of a tall, humanoid creature with black skin. He had one green eye in the middle of his head, and two antennae and a tail each featuring a plug on its tip. He had four fingers on each hand with similar plugs on the tip of each finger, with his feet only having two toes. Wearing a white and green jumpsuit, the Omnitrix was placed on his chest.

"Alright, let's have Feedback take a look…" He mumbled to himself as everyone stared at him.

They watched as his antennae and tail began to move around like dowsing sticks, and he even started to sniff the air. After getting what everyone thought to be a signal, his eye widened as he pointed in various directions.

"Okay, this place is one of the underground city's mining areas, so there's plenty of Dust crystals laying around. Ren, Nora, you gather some first and rendezvous back with Dr. Oobleck."

"Roger!" Nora saluted as she blasted herself towards one of Feedback's points. "Come on, Ren!"

"Coming…" The teen sighed.

As Ren left, Feedback then turned to Jaune and Pyrrha. "Alright Arkos, there's a gate right up in front. I have a feeling that it's going to block the cart's way, so I need you two to smash it down. Use a Magnetic Bash to get your way through."

"Magnetic Bash?" Weiss questioned.

"Arkos?" Yang gave the two a suggestive wink.

"It's another move that I developed for Team JNPR's members." Feedback replied. "And Pyrrha… Make sure not to pound him as hard as you did before."

"…That totally sounded like an inn—"

"—AND that brings me to you two; Yang, Blake. Go with Ruby and Weiss to gather some crystals in the other direction over there." Feedback then pointed to the opposite end. "We're going to need some Dust crystals to power the next switch to open the doorway to the chasm as well."

"Right. Come on, Yang." Blake snickered as she started to drag Yang by her arm.

"I still think what you said meant that!" She said as her voice echoed.

"Well, time for us to go then." Weiss said as she turned. "Come, Ruby."

"Ah, what're you going to do, Ben?" The red-and-black haired girl asked the Conductoid.

"Well, the Grimm are coming right behind us. Dr. Oobleck can't possibly take on waves of Ursas and King Taijitus by himself, now can he? Now hurry!" He ordered as he turned around to join Oobleck.

"You heard the cyclops, let's go!" Weiss said as she dragged Ruby's arm.

As Feedback watched the girls go off, as he turned around, the Omnitrix began to beep a few times. However, Feedback was too distracted by what was in front of him before he could react to it. What the Omnitrix said then…he couldn't hear.

"Bark! Bark!" Zwei growled as waves of Grimm started to gather at the back end.

"I see them, my friend." Oobleck smiled as his thermos morphed into his signature torch form.

He watched as several Creeps and Beowolves started to approach near the bomb's location. Noticing the narrow way that was between him and the enemy, he seized this window of opportunity as he then dashed forward and used his torch to propel himself into the air with an explosion. The Beacon professor, in mid-jump, balled his fists on his weapon and prepared to land a strike on the first few enemies in front of him, but a few of them anticipated this and jumped backwards, avoiding the potentially deadly blow. He recovered and looked towards where was the bomb supposed to be held, but instead he found two cases of uprooting patches of land.

"What?!" He said as two more of the previously mutated Creeps appeared. "Oh no!"

"I got ya, teach!" Feedback yelled as he landed next to the Grimm.

Picking them up by their tails, Feedback let out a small grunt as he threw them at the oncoming crowd after spinning a few times.

"Ah, Mr. Tennyson, good timing! I assume the rest of the students are off gathering Dust crystals then?" Oobleck asked.

"That's right. Say Doctor, I wonder what would happen if I were to use some of these Dust crystals on myself?" Feedback then asked as he took out some crystals he gathered from a nearby depository. "Is it bad?"

"Eh… I've heard of some individuals who've tried to do so. Apparently, it helps to add elemental attributes to one's attacks, but the pain is supposed to be unbearable, as you have to literally either inject the crystals into your body, or do some other kind of action." He explained. "Do you have something in mind?"

"Something like that!" Feedback said as he grabbed a couple of them.

As he took a look at a few crystals; some of them orange, some of them blue, some red, he then proceeded to inject them into the plugs on his fingers. He then also tossed a few in the air and allowed his antennae and tail to begin absorb the energy within these crystalline objects.

"Oh… Wowzah!" The Conductoid's voice rose a few pitch tones as his body began to emit sparks of different colors.

"Well that's new." Oobleck noted as he watched Feedback then extend his palms out. Blasting a beam of fire, the Grimm unfortunate enough to be in the attack's range were burnt to crisps, and the Mutated Creeps were set off and detonated on the spot.

"Bark! (That's a SPICY meat-a-ball!)" Zwei howled as he smelled the crispy smell of the Grimm.

As Feedback continued to launch blasts of Dust energy, Oobleck watched as more and more Grimm, especially the dangerous kind, started to appear. Turning around, Ren and Nora came around swiftly with a bunch of blue Dust crystals in the latter's hands.

"Think fast, Doctor Oobleck!" The hammer girl grinned as she tossed a few crystals in his direction.

"Ah, nicely timed, students! Let's get this cart moving!" Oobleck nodded as he caught said crystals.

Placing the pockets of energy into the cart's rear, he opened a slot to place them in. As soon as he did so and closed the hatch, as he pressed the power button, it whirred to life and began to slowly track itself along the tracks.

"Good, we're getting the cart going. Ren, Nora, I could use some help here!" Feedback gestured as he blocked the swipe of a Beowolf.

"Roger that." The ninja-like teen responded as he leaped over the cyclopean alien's shoulder, landing on the Beowolf and causing it to fall down. Swirling StormFlower, he stabbed its two blades into its eye sockets and quickly kicked it away.

"Alright, I can finally smash some stuff again!" Nora grinned as she revealed Magnhild to the crowd. "MAKE WAY!"

Feedback and Ren backed to the side as they watched Nora blast herself to the front lines. While Oobleck began to slowly feed the cart more Dust crystals as it ran out of power, the ginger hair girl began to harass the incoming Grimm with waves of grenade blasts.

"Where's everyone else?" Ren asked as he and Feedback began to support her with bullets and blasts of electricity.

"Working on finding some more crystals and making way for the cart!" Feedback yelled.

"We're going to need a steady pace of crystals to maintain the cart's ongoing voyage. Where's the supply?!" Oobleck barked as the pile from Ren and Nora began to run out after a few minutes.

"Where're my teammates when I need 'em…?!" Feedback grumbled in a frustrated matter he absorbed the remainder of the Dust crystals he had.

This time, he absorbed the properties of green crystals, and as he propelled this energy in the form of a blast at the next incoming wave of Grimm, the sparks of electricity that came as usual were powered by a torrent of wind. Creating a vortex of air and thunder, it blew a good chunk of some Ursa away, shocking them as well as the Grimm that came into contact with the ones behind them.

"Alright! Nora! Ren! Thunderclap!" The Conductoid commanded. The two seemed to understand what his words meant as they got into position.

"Ren!" Nora suddenly shouted out as she performed a wall jump and landed on a Beowolf, gripping its face and slamming it onto the ground, killing it instantly. Still in mid-air, she then blasted herself backwards to Ren, all in one fluid motion.

With a simple gaze at her speeding figure, Ren and Nora grasped each other's hands. As the lotus teen began to spin, Nora shot out a few grenades to add momentum to their swirling as he then released his grip on her, as if performing a Hammer Throw.

With an impressive display, Nora gave one final blast from her grenade launcher and landed right in the middle of the circle of the remaining Grimm as she morphed Magnhild to hammer form. Without the stunned Grimm ever realizing, she mercilessly crashed right through them, either tearing them in half due to the sheer power, or being disintegrated due to the kinetic force. The ginger haired girl then leaped off from some of the cave's pipelines as she turned back. With two arms fully stretched to her sides she grinned as she lifted Magnhild above her head. She took care to get the remainder of the Grimm that she didn't get beforehand as she slammed the face of her hammer slap dark in the middle, sending waves of pink electricity that vaporized the remaining enemies.

"Oh YEAH!" The hammer girl chuckled in satisfaction as she then rolled, landing next to Ren. "That was perfect!"

"See? That's what happens when we actually decide to practice on some of these combo attacks." Ren nodded in approval.

"That was tight!" Feedback grinned as he high-fived Nora. As the three turned around, it was then that Team RWBY returned with a plethora of Dust crystals. "Girls!"

"Think fast, Doc!" Yang quickly threw some crystals at Oobleck, who was about to retort on the actions the blonde did. Nevertheless though, he decided to place them into the cart before complaining. "So, how're we doing?"

"You shouldn't throw live Dust cry…never mind. We have roughly four or so minutes until the cart detonates. Luckily for us, the amount of crystals that you four had gathered will suffice for the remaining distance. Now then, where are Ms. Nikos and Mr. Arc?" Oobleck then looked around.

"Last I checked, those two were over by the other end trying to bust open a gate." Ruby gestured to the end.

"Gate? Ah, very good. Let's proceed to protect this cart for the time being then. We shouldn't have any more problems for now—"


"What was that?!" Blake and the rest of the girls flinched as an explosion came from the other end, where Jaune and Pyrrha were specifically. "Over by the gate?"

"Did they succeed in busting it open?" Feedback asked as he slapped the Omnitrix dial.

Reverting back to Ben, the seven gazed over towards where Jaune and Pyrrha were supposed to be, only to see zips of yellow and red zooming back as Ben was smacked in the face by both.

"Ow…" The Omnitrix wielder groaned as Jaune rubbed his temple.

"Whew…! Oh, sorry…" He exclaimed as he picked his blade up and helped Ben up. "Doctor Oobleck? I think we've got a problem."

"What? What do you mean?" Said professor asked as Weiss helped Pyrrha up. "What was the cause for that explosion just now?"

"We've encountered another…mutated Grimm of sorts." She explained as a loud roar echoed. "Take a look for yourself."

Doing as she said, everyone looked over to where a large gate was busted opened. Out from the ongoing smoke glowed a pair of cyan green eyes, just like the Mutated Creeps from earlier. Though the team could tell that this new Grimm wasn't a Creep, and judging from its eerie howling…

"Ah! Beowolf!" Ruby squeaked. "Mutant Beowolves!"

"Yes, Ms. Rose… We can tell." Oobleck mentioned as a pack of said Grimm revealed themselves with another wave of ear-piercing howls.

These Beowolf variants were massively different to their normal and Alpha brethren: they were significantly larger, wider and more intimidating than normal Beowolves, and appeared far more threatening than Alphas.

Their hulking forms hunched, and they were shown breathing heavily and abnormally for Grimm. Like the Mutated Creeps, green crystals jutted out of their back and arms, and neon green stripes can be found all over their body. Their white skulls were the most armored part of its body, with their eyes blue/green, instead of the usual red/orange.

However, what Ben noticed as compared to the previous mutant variant of Grimm, was that on their forearms and legs there seemed to be traces of machinery. As if these Grimm were attempted to be tested with cybernetic adjustments.

"Great… Cyborg Grimm and mutations on top of that? Give me a break." He sighed as he went for the Omnitrix.

Though…when he then tried to access it this time, as he slapped the core down, instead of being transformed, all that happened was that the bright flash of the Omnitrix showed. Nothing else, except for the hourglass on the core beginning to glow and beep continuously.

"Huh? Hey, what gives Omnitrix?" He asked as he looked down at the device on his wrist.

"Is something wrong, Ben?" Blake glanced at her brother-like figure. "Something up with the Omnitrix?"

"He didn't transform? What gives?" Yang asked as everyone began to take their positions in retaliation to the incoming Mutated Beowolves.

"Omnitrix? Conduct error report; Code 10." Ben uttered.

With a few beeps and turns of the dial, the Omnitrix dial glowed as the AI's voice began to respond to the command.

"Omnitrix has been reinforced recently with an addition of unknown DNA samples." It first said.

"Wait, what?!" Ben, as well as everyone else was taken completely off guard when it said that. "Since when?"

"Unknown DNA samples were acquired roughly 4.5 clicks ago. Five DNA samples acquired by the Voliticus Biopsis are now added to Omnitrix database. However, due to unforeseen energy fractures, DNA samples have been conformed to a state of restoration until further notice. Please hold."

"Sooo…" Yang was about to retort, but Oobleck quickly redirected everyone else's attention as he pointed his thermos at the incoming Grimm.

"Less talking, more fighting, students!" The Doctor barked. "We're almost by the gate!"

"Sheesh, can't we ever get a break here?" Yang rolled her eyes as she armed Ember Celica.

"Don't jinx us please." Ben groaned deeply as he equipped Mundvridi. "Whenever someone says that, something always happens. Believe me when I say that; I can't even recall the amount of times that's happened to me."

"Er… Then…doesn't this count then?" Ruby wondered as she rose an eyebrow.

"…Just fire at the Grimm." Ben sighed as he slapped his face.

With the distractions out of the way, the two teams turned their attention to the pack of Mutant Beowolves, one for each of them. As two of them rushed in on all fours, some of them roared as they slammed their arms onto the ground in a launching position.

"Incoming!" Blake alerted everyone.

Clocking Crescent Rose, Ruby watches for the right moment as the two Mutated Grimm draw close, and then pulls the trigger on her weapon. She screams as she blasts forward, startling everyone near her.

"Ruby?!" Yang shouted in a befuddled tone.

"Son of a…!" Ben growled.

Roaring, the first Mutant Beowolf charged forward toward Ruby. At the top of her rifle's blast, Ruby flips over its head and lands back in onto the rails, sliding around in a circle on her feet until she faces the Beowolf again and propels herself toward it. She sinks the tip of Crescent Rose into its hip, but doesn't get it any further through the Grimm's body.

"UAAH!" The scythe girl growled loudly as she sunk her weapon, only for her expression to turn into a frown. "Wha—"

The Beowolf turns to look at her and Ruby backs up with a gasp. It tries to grab her and lift her off the ground, but before it could do that Ben rushes in and tackles her out of the way, letting him take the blow instead. His entire head was fitting in its fist and his legs were dangling in the air as he attempted to get out. The Grimm uses its other hand to punch him, launching him across the cave into Ruby. Luckily, their Aura protected them against the blow as Ruby grasped her beloved and landed on top of an old stack of carts, easily regaining her footing as she released him.

"You alright?" Ruby quickly asked as Ben growled at the Grimm.

"Yeah… But Ruby, please don't rush off like that again." He then sighed as the Mutant Beowolf rushed at them again. "It's just like when you tried to fight that giant Deathstalker from before."

"I was trying to test its durability!" Ruby insisted with a goofy smile. "But…yeah, sorry."

While the two were busy bickering with one another, the second Grimm came along towards the crowd. This time, Jaune and Pyrrha came out with weapons brandished as they both blocked the swipe of their foe with their shields.

"Oooh that's heavy…!" The blond yelped as it then lifted its arm off. "Pyrrha!"

As it prepared to swipe at the duo with its other arm, Jaune then stood in front of Pyrrha as she activated her Semblance. Propelling him forward, he bashed his shield right in its face. It cried out in annoyance as it stepped back a few times, before growling at its two foes.

"Alright, that wasn't as hard as before." Jaune gave the redhead a thumbs up. "Nice!"

"We're not done yet!" Pyrrha though said otherwise as she activated her Polarity on him again to pull him back. "This time we're going on the offense!"

"Wait, what're—OH HOOOO!"

Picking him up with Polarity once more, Pyrrha pretty much threw the swordsman at the Mutated Grimm as she followed up. The sudden move proved to be surprising at the least as Jaune quickly got over his panic and slammed the butt of Crocea Mors onto the Grimm's skull, causing it to make a slight crater from the magnetically enhanced impact. As he landed, Pyrrha passed by him and kicked the Beowolf up into the air.

"Everyone, fire!" She ordered.

"Shoot 'em up, people!" Yang grinned as she and everyone else morphed their weapons to their gun forms.

Blasting bullets, shells, grenades, and everything else, while the Grimm that was stunned by Pyrrha's kick was about to be annihilated, as Ben and Ruby turned back to face the others, their eyes widened as lines of green crystals began to jitter out from the ground in a wave. While the shots did indeed kill and destroy the first Grimm, as the smoke field that came quickly cleared out it was Ben and Ruby with concerned looks that came out afterwards.

"Rubes? What's up with your face?" Yang asked her sister.

"Incoming wave of crystals! We'll need to blast them all or else they'll get the cart!" Ben barked.

"What?! Students, if even one gets pass you, it'll spell doomsday for us!" Oobleck warned as the Omnitrix wielder turned back.

"W-What do I do then?" Jaune asked timidly as everyone else reloaded their weapons.

"Stick your shield in front of the cart. You should be able to block the remaining strands if there's any that get through." Ben clarified as he finished reloading Mundvridi.

"Here it comes!" Weiss alerted everyone.

"Fire away~!" Nora yelled as everyone began to fire their weapons.

Eating away at the wave of green crystals, they exploded and created a mist of green. While everyone waited for it to clear out, it was then that tentacles of black and green expanded out and grabbed the person in front, which so happened to Ben.

"Huh?" The Omnitrix wielder looked down, only to get yanked back. "Woah!"

"Hang on!" Yang exclaimed as she propelled herself with Ember Celica.

With a quick kinetic blast from her gauntlets, Ben quickly stuck his hands out, allowing the blonde to grab him and try to hold on. They seemed to be quite persistent as the mist then cleared away, revealing one of the Mutated Beowolves to be releasing said tentacles from their palms. The mechanical parts of their bodies seemed to be composed of this wiring as Yang gritted her teeth, her body being just a tad bit weaker. Unfortunately, this meant that she was starting to be pulled away as well.

"Oh, that is just gross!" The blonde growled. "Guys?!"

"A bit busy!" Ren quickly yelled out as the other Grimm started to release their own tentacles as well. "Careful, everyone!"

"This is like one of those comics that I read!" Ruby chuckled as she dodged a pair of tentacles that went for her waist. "Hey! Watch it, buster!"

'…This is just like chapter 3 of the novel!' Blake blinked in a familiar manner, also dodging the waves of attacks as she shook off her thoughts. "Ben, try to get yourself free!"

"Trying…!" Ben growled as he tried to stab the mechanical tentacles with his weapon. Unfortunately, right before he could, the one Grimm pulling him yanked its arms back in a full grab, forcing Yang off as Ben started to fly off.

"Urgh! No!" Her eyes blazing with their infamous red coloration, Yang blasted herself forward, though not to Ben this time, but straight at the pack of Grimm. "Get back here!"

"Yang?!" Ruby exerted with a surprised tone as she watched her half-sister go off.

As Yang reached the Grimm, a few of them attempted to swipe at her face, but she quickly ducked away, blasting herself into the air. After hovering for a few seconds, the Grimm looked up, only to see her yell as she propelled herself downwards, punching the floor and sending a fiery ripple that caused all of the Mutant Beowolves to bounce up into the air, including the one that had Ben in its clutches as it released him.

"Fire, NOW!" Yang ordered.

"You don't…have to tell me twice!" Ben growled as he kicked away the tentacles near him. "Omnitrix? Calibration progress report; Code 10!"


"Energy levels have been restored to optimal levels. DNA signatures have been reconstructed and have been added to Playlist Five. Omnitrix is now functioning at normal levels. Shall Omnitrix prepare for usage?"

"That'd be great right about now…!" Ben smirked as the Omnitrix's hourglass glowed.

As the core popped out, immediately the image of an alien appeared on its holographic projection. Giving it a quick look, Ben saw the image of what appeared to be a metallic humanoid creature. While the Beowolves were still in the air and everyone was about to blast them to smithereens, Ben decided on his choice and slapped the core down.

Creating a bright flash, as everyone began to fire off, before the Grimm were exterminated by those, a bright orange beam was blasted off that incinerated the Beowolves completely, leaving only their disgusting tentacles writhing on the ground for a few more seconds until they stopped moving.

However, the bullets and other projectiles that Teams RWBY and JNPR did in fact find another target; the gate that was in their way. Luckily, the bomb wasn't that close to the shockwaves and explosions as the clearway was created.

"Wow… What form is that?" Jaune looked in awe as the emerald light died off.

"That's…intriguing." Oobleck simply said as Ben and everyone else looked at this new form.

This alien took on a humanoid figure wearing a large metal containment suit. It resembled an oven given that the 3 grills near the face resembled so. The color of the suit was grey and black, with the color of the grills being red. It had four fingers on each hand, and the Omnitrix dial was located on his chest.

"This…is new." Ben uttered with a Russian accent. "Huh. Russian accent. Cool."

"What's so unique about this guy?" Nora thought out loud as she gave his suit a few clinks. "A metal suit? What's inside then?"

"Well, whatever was the cause for that beam he fired off, I assume." Ren explained as he pointed at the opening in his suit. "And it was strong enough to completely erase those Grimm."

"Ah… Sorry for turning those Grimm to cinders, Doctor. I assumed that you must've wanted to study them." Ben turned to Oobleck, doing an awkward bow. This suit had no neck after all. "I guessed I blasted too much… NRG? Ha, get it Yang?"

"So energetic!" Said blonde chuckled.

"Well, the good news is that we're right at the gate." Oobleck brushed it off with a thumbs up. "And besides, I think I have enough study material with these…"

Picking up one of the tentacle strands, he placed it away as he refilled the cart with the last Dust crystal needed to complete the journey. It began to smoothly sail forwards, with Ben and everyone else watching as the cart finally passed through, revealing the room to all.

Entering the last of the rooms that Oobleck identified through his understanding of the underground city of Mountain Glenn, the first thing they noticed was that it actually was true that there was a deep chasm and an underground river.

Before the cart could reach to said chasm, Nora quickly blasted the railing that connected the two ends of the chasm together, allowing the bombed cart to descend down to the river.

"Cover your ears!" Oobleck uttered as he ducked.

As everyone covered their ears, after a few more seconds the mine cart with the bomb finally detonated. Luckily for them, the river down at the bottom of the chasm managed to cover up most of the explosive energy, with just some splashes of water whipping up to the gang.

Lasting for a few more moments, everyone waited for the rumbling of the explosion to cease. They've successfully managed to keep their lives in check, something that Oobleck in particular was happy for as he sighed heavily after everything was over.

"Well... I'm glad everyone was able to keep their cool...and not explode... That would've made for an uncomfortable parent-teacher conference. Still... Who reprogrammed the security network? Who set up that trap? And where in the world did the mutated Grimm come from? Hmm, I have several theories...and none of them are good news." He grumbled as everyone took a breather as well.

"At least we don't have to worry about being blown up." Yang shrugged. "That would have been a bombing moment!"


"Yuh-huh?" Said blonde turned to Weiss, only for the Schnee to freeze her solid in a comical matter.

"Cool down." She ordered. However, it was then after a few seconds that Ruby and Nora snickered upon her unnoticed mistake. "What?"

"Gosh, Weiss. You didn't even notice the pun you just made?!" Nora snorted, causing her to blush as she grumbled some unintelligible muttering to herself.

"Hah… Well, what that said and done, how about we try to find a way out of here?" Jaune suggested.

"Well, we're in luck." Blake then said as she pointed to the end of the tunnel where Nora busted the rails. "I'm smelling a current of air."

"Really?" Nora sniffed as well. "'Cause I'm not getting anything."

"That's understandable." Ben didn't even bother to soften his words as he activated the Omnitrix.

Slapping the core down, everyone shuttered their eyes for a brief moment as he was replaced with Wildmutt. The Vulpimancer's gills twitched as he began to sniff the ground, and through his unique form of vision, the sighting of footprints managed to become clear to him.

Barking a few times, Blake looked in the direction that he pointed at with his teeth. "What is it, boy?"

"Ruh. (So, she's fine with that)." Zwei gave the cat Faunus a betrayed look as Wildmutt began to guide Blake.

Following the orange alien, it was then after a few minutes of navigating through a series of tunnels that Blake and the others started to form out cracks of light. There seemed to be another closed way into the outside world that the Kingdom of Vale must've barricaded. It was boarded up with metallic and wooden coverings, but over the years as well as recent activity, these barricades had rusted away and were collapsed underneath a wave of rubble, though one could see that if you were to dig through all of that, you'd be set free.

"Sunlight?! Oh my gosh!" Nora gleamed. "Let's get out of here!"

"Good job, Ben." Blake smiled as she gave the Vulpimancer a few pats on the head. Wildmutt seemed to be uttering off a few grumbles as he tapped the Omnitrix bracer on his shoulder, reverting back to human as Oobleck took a look.

"Hm… This used to be a well-fortified barricade meant to prevent any contact from within and outside the underground city. Who could've done something like this?" Oobleck wondered.

Ben and the others wondered this as well, but as the Omnitrix wielder looked around towards the city itself, he noticed that there were some shards of ice, little bits of evidence of what seemed to be a battle. And not so long ago either at that.

That arose a bit of suspicion in his thoughts…as well as some fear, comically of course. The subject of this instantly pictured itself as a familiar saber wielding Schnee…

'…Better not to mess with Winter, that's for sure.' He chuckled nervously. Weiss sniffled a little as she turned to Ben, wondering if he was thinking of something while Oobleck and the others were busy starting to get rid of the debris blocking the entrance.

"Oh… We're back here again." Jaune muttered as a red leaf descended down in front of him. "Greeeeat…"

"Hello again, Forever Fall!" Nora yelled, drooling all the while. "And hello slurp trees!"

Weiss groaned as she slapped her face. "Ugh… Please don't turn this situation into a tree sapping contest again."

"So, the region ranging from Mountain Glenn seems to extend even out to places like here, huh?" Ben observed as Oobleck checked out his Scroll.

Roughly half an hour later from all of the digging, after excavating their ways out from the blockage that severed their connection from the outside world the teams finally brought themselves to daylight, and to a familiar sighting of falling red; the forest of Forever Fall. The crew hadn't been here since Jaune defeated his first Ursa, though with unaware help from a certain redhead's side.

"Hm… This is most certainly strange." The Professor mumbled to himself, though it certainly seemed to echo in the ears of the students.

"Doctor Oobleck? Is something wrong?" Weiss asked.

The Beacon Professor straightens his tie, before turning to the students while presenting his Scroll. "Well, I have good news, and bad news."

"Hit me." Yang proposed, though not in a literal fashion.

"The good news is that there's a Security Control Center nearby for us to investigate; no doubt its functions being neutralized by Merlot Industries technology." Oobleck first said.

"And the bad news?" Ren then asked.

"Er… Regarding this particular area of Forever Fall, it seems to be…what would be the word…? Ah, yes. Sealed! Separated!" He then rose a finger in recognition.

"Sealed? What do you mean by that?" Jaune looked up and about. "…Seems perfectly normal to me."

"Well, let me try something then." Ben proposed as he activated the Omnitrix.

It only took a few seconds for him to select the form he wanted, and as he pushed down the core, a brief flash replaced the emerald eyed Omnitrix wielder with Big Chill.

"Oh, bug man!" Nora remembered this form.

"Let me see if I can't phase out of here." Big Chill glanced at everyone as he activated his intangibility.

Everyone then watched as the Necrofriggian began to ascend upwards. The bug-like alien was able fly pretty fast, so it didn't take him long to rise up into the air…only to slam his head on an invisible barrier. Ruby couldn't help but snicker a bit as a bit red lump grew on his temple, groaning all the while.

"Son of a… Ow…" The alien grumbled as he reverted back to his physical state. "Alright, intangibility doesn't work…"

"Pffffft…! Look at your head!" Yang tried to contain her laughter, before breaking out into a full cackle.

"Very funny…" Big Chill sighed as he tapped the Omnitrix dial and reverted back to Ben. "So, flying out doesn't work. Can I assume that Merlot Industries is to blame?"

"Most likely." Oobleck quickly responded. "But luckily, we should be able to get out of here if we follow out of the forest."

"Then let's get going. Whatever and whoever is interfering with us knows that we're here probably." Blake suggested. "Doctor Oobleck, are you familiar with this part of Forever Fall?"

"Unfortunately no, Ms. Belladonna." The professor actually admitted. "To my knowledge, no one truly had explored all of Forever Fall's deepest depths. I'm concerned that whoever or whatever cause for this sealed area is the culprit for our endeavors."

"Then let's get going already!" Ruby squeaked as she swung Crescent Rose around. "The faster we get out of here the faster we can catch the culprit!"

"Not to say that there is a culprit, but I suspect that the best route for us to go through is through the forest to find any way of finding more evidence of our accomplice's plans." Ren shrugged.

"Might as well then." Pyrrha agreed. "Let's take a look over there by those stone writings."

"Stone writings?" Oobleck turned to where the redhead pointed.

Beyond where they stood, there were two large stone gates, both of which presented with a strange symbol with an indentation for some kind of key. The symbol itself was rectangular, with half a circle and a triangle together respectively.

Ruby went forward and checked out the opening on the bottom part. "Seems like this is a gate of some sort. Looks like we have to find a key."

"A good observation, Ms. Rose." Oobleck acknowledged as he took a closer look. "Hm… These ruins appear to relate to a lost Kingdom I believe, a primitive one that utilized mechanical means with selected keys, just as you said. There should be such a thing around."

"Then let's look around then." Jaune initiated. "Team JNPR will look around here. Team RWBY, I think there was another pile of ruins over there by the right."

The students got right away into looking for the key needed for these doors. To make things easier, Ben activated the Omnitrix and transformed into Wildmutt. Fortunately, there were antiques laying around everywhere, and they all gave off the same scent. The key itself had to be a different material, so Wildmutt tried going for that instead.

After another moment, the Vulpimancer did find what he was looking for. Inside an old clay pot lying around near a tree, despite the moss growing onto it the key still gave off its metallic smell as he dug for it.

"Find something, Ben?" Blake heard the sound of digging, and turned to see Wildmutt holding a smaller rectangular piece that was the perfect size for the doors.

Wildmutt tapped the Omnitrix dial, reverting to Ben as he approached Dr. Oobleck. The Professor took a moment to examine the artifact, and then gave it an okay.

"Alright, which one should we put in it?" Weiss asked. "These doors seem to accept the same key."

"I'd say right." Ben shrugged.

"Left it is then." Weiss immediately answered back, making the Omnitrix wielder glance at her with a frown. "Whenever we follow you, something bad always happens."

"…Touché." Said brunet groaned as Yang chuckled.

Weiss was given the key by Oobleck, and then walked up to the gate. As she placed it right into the slot, the key clicked right as it got into place. Immediately, the stone gate lowered, revealing the next part of the trail.

"And voila." The Ice Queen nodded. "Let's get moving."

The next trail was that of a long uphill path. After stepping up from a row of stone stairs, the teams ventured up this lone path. The trees above them grew into one another, causing the pathway to become shadowed. Eventually, the path led off to reveal a rather large plain of grass, with a circular stone platform in the middle with a steep totem.

"Hmm… This appears to be a landing site of sorts." Oobleck placed a hand on the totem. "There should've been some kind of device that anchored whatever kind of vehicle came over here."

"…Like this thingy?" Nora pointed over from a pile of debris. "This looks like a vehicle."

"Oh?" Oobleck's gaze went from to the totem to Nora in a split second as he zipped over to the pile she mentioned. "Yes… YES! This is such a thing! Mr. Tennyson, please come here!"

"Uh… Sure." Ben responded as he walked over. "What do you need?"

"This appears to be an ancient vehicle, though the form of it has been consumed by time and the environment. Do you perhaps have a form that is able to excavate this?" He asked.

"Well… Yes. But I suppose you'd like to keep its original form, even as it is… Wait, I have the perfect thing for it." Suddenly, Ben was reminded of something as he dug through his pockets.

Taking out a small device, it resembled a small gun of sorts, though it had a small, constantly rotating cube in its barrel. He first asked everyone to step back a little, before aiming it at the artifact that Oobleck desired. The cube was then launched at it, expanding rapidly and consuming it in its entirety.

"What?!" Oobleck's glasses almost fell off. "Mr. Tennyson, what is that?"

"Eh… A little something that was inspired by an old friend." Ben gave the Professor a small smile.

Everyone then watched as the cube began to shrink, leaving nothing in the area in which it consumed. As Ben then pressed a button on the sidearm, the cube floated back into its barrel, snapping back into place as Ben placed it back into his pouch.

"…You've seriously got to tell me how many different types of technology you have someday." Weiss nudged Ben's head. "That kind of device could sell for millions, you know."

"L-Later on. Let's keep going first." Ben gave the Schnee a half smile as he pushed her hand away.

"…Tell me all about it later though, promise?" Ruby then zipped behind him and whispered into his ear, making him blush a little as he backed up.

"R-Ruby!" Ben squawked.

That earned him a few chuckles from the rest of the gang. However, it was short lived as Oobleck finally got out of his phase and proceeded to lead the teams back on track. Continuing through this single trail for a few more minutes, they eventually encountered a single, massive tree in the middle of what appeared to be a divergence or road map.

"Awwww… Who wants to share a sappy moment with me under the tree?" Yang giggled as she nudged Ben and Ruby. "Get it?"

"Ugh... That was such acorn-y joke…!" Ben rolled his eyes.

"Oh please, leaf us alone, Yang!" Ruby added on, though she seemed to be enjoying this moment as well.

"Oh, dear Monty…" Weiss sighed. "Let's just go…"

"Oh, tree bark Grimm!" Nora suddenly yelled as growls from Grimm were heard.

"What, green Grimm?" Ben joked, only to turn and see a bunch of Mutant Creeps emerging from the ground. "What? Hey, I was joking!"

Pyrrha could only sigh a little as she quickly shot all three Grimm in the eyes, leaving them to blow up away from the team. "Please… Let's just keep going on track, everyone?"

"Oh, speaking of tracks… Look up there." Jaune pointed up as everyone finally reached the top of the hill.

Oobleck didn't like the looks of this as he took out his Scroll again. "Well is indeed concerning... Those mutated Grimm we fought in Mountain Glenn were no fluke. Now we know there are more of them. Let's follow those train tracks uphill and maybe we can find out where they're coming from?"

Blake gave said tracks a hard look, only for her gaze to soften upon completing its identification. Ben noticed her look, and placed a hand on her shoulder.

"Something bothering you?" He asked.

"…No, I was making sure of where the tracks led to. I don't recognize where these originate from, and I've been around places." She answered.

"Then it's even more of a reason to hurry. Onwards, students!" Oobleck ordered.

The two teams continued their trek through the red forest, wandering about at a moderate speed. Oobleck made sure to monitor the amount of Grimm and the signals of the nearby Security Control Center. He didn't want to be drained by his fascination of the history right in front of him.

To pass the time, Ben and the rest of the students discussed various things. However, the main topic that was brought up was about Ben and this supposed technology that originated from out of this world. When he discussed about this information, some of the others rubbed their chins in thought, Weiss in particular.

"Hmm… So, the point is that this technology managed to pass into this world, and whoever created this somehow managed to survive in Remnant for so long?" She asked.

"That pretty much sums it up." Ben nodded. "The question I have is how, and how Merlot Industries managed to scavenge and re purpose this technology."

However, Ben could tell that she was becoming intrigued with this topic, yet increasingly annoyed. The brunet could see it in her eyes, the way she was grumbling. That thought caused a little steam to hiss from her ears, which she failed to acknowledge.

This didn't go unnoticed by Ben and the others. "Weiss, you alright? You seem…angry all of a sudden."

"I am not angry, Ruby." She declared firmly. "I'm more or less annoyed."

"…Well that's even worse." Yang retorted.

Ben cocked a brow; nonetheless, the Omnitrix wielder decided to drop it.

"Okay…" He then paused as he tried to think up another conversation topic. Suddenly, a light-bulb came on in Ben's brain, but as he was about to do so as the team arrived at a steep hill. "Oh, this seems promising."

"Careful guys, you wouldn't want to trip and... Forever Fall... Eh? Amiright?" Yang tried to pun to the umpteenth time, though the only one who replied was Nora, and she only gave a smirky snort at best. "Oh, come on, that was pretty good!"

However, that wasn't the biggest surprise yet!

"Well… I think it's fair to say today's been a bit of an…uphill battle?" Ren actually punned! Though before everyone started to retort to this rare occurrence…

"Focus, students!" Oobleck gave them all a slap from his torch. "We've reached another platform that leads to another tunnel way."

Arriving at the top of the hill, a rather large plain of grass revealed itself as the cliff side next to it gave a nice view of Forever Fall. However, what seemed to be in Oobleck's line of interest was a tunnel, which was barricaded and was loaded to the teeth with Grimm guards. Moreover, they didn't appear to be the typical variation, which only served to annoy Ben as he identified these new assailants.

"Really now…? Suchos with cybernetics as well? Sheesh, I really do garner danger wherever I go." Ben chuckled to himself as his shoulders fell.

"Watch out!" Pyrrha pushed Jaune to the floor as one of these newly introduced Grimm propelled forward with the help of thrusters on their backs. She blocked the ram from its large head, leaning back for a few seconds as she pushed the Grimm back to its pack.

Suchos resembled the dinosaur from which their name came from: the Suchomimus. It took on the form of a skeletal crocodile that was bipedal instead of quadrupedal, and possessed thin bone-like armor on all their limbs. Like all Grimm, their skull was covered with markings, though because these were tempered with, Ben noted that these Suchos were much larger in size, were green and had crystals jittering out from their tails, and had engrained on their backs for sudden propelling.

"And you see students… THIS is why you should pay attention in class!" Oobleck lectured as Pyrrha helped Jaune up.

"Here they come again!" Ruby alerted everyone as she readied Crescent Rose.

As everyone else gripped their weapons, the Suchos roared as they all propelled forward. Ruby first lead the counter as she fired off a few sniper rounds from her rifle, though it barely did anything against the tough skulls that the Suchos used to protect themselves. That left it to close combat as Yang and Pyrrha jumped to the front. The blonde caught the head of one of the Suchos while the redhead blocked a shoulder tackle with her shield.

"Sheesh, and I here I thought I was impatient!" Yang growled as struggled a bit, preventing the snapping jaws of the Mutant Sucho in front of her from knabbing her iliac eyed face. "Hey, watch the hair!"

While they kept them busy, Nora and Weiss came up from behind them. Pyrrha kept her Grimm in place by manipulating the metallic properties from their thrusters with Polarity, giving the ginger hair girl plenty of time to skim over to its side and whack it away with a well time slap from Magnhild.

"Pow! Right in the kisser!" She grinned.

With Weiss, as she approached Yang, she repeated the same steps as Nora, only instead of swinging away with her rapier, she stabbed the Grimm right in the eye, making it wail in pain as it back off to grasp its wound. Taking this chance, Yang them gave it a good uppercut, allowing Weiss to quickly conjure up a glyph underneath it, freezing it in ice instantly.

As the next few came over, the rest of the teams baited the Grimm out as Ben went for the Omnitrix. Once he found the hologram that he wanted, he slapped the core down, replacing himself with Upchuck.

"Alright everyone, back up! It's time for me to chow down!" The Gourmand slurped a little as he eyed a few boulders.

As he ordered, the rest of the teams backed up as Upchuck began to consume the surrounding rocks. As he swallowed them, his stomach began to glow with a bright neon color as the Suchos drew at high speeds. Luckily enough though, they weren't prepared for the explosive loogies that the toad-like alien spewed out, and they quickly bit the dust before they could dodge.

"That is still…so…gross!" Weiss cringed with disgust.

While she was continuing her rant, everyone then watched as the Grimm's body began to glow. It was a sign that they were about to explode, so before they could do so, Upchuck in response threw out his four tongues, wrapping them all around the lying carcasses of the Suchos. He then swallowed them up whole, causing his body to swell up due to the sudden ingestion of mass.

Everyone thought that the explosions would end up making Upchuck puke, but it didn't actually, which came as more as a surprise than a shock really. Smoke did escape from his mouth though as he then sat on the ground.

"Uh… Urrmph…! Can someone roll me over to the tunnel entrance?" He asked.

"Oh, I got it!" Ruby quickly answered, speeding along to his back as she began to push him forward like a rolling ball. "Hehe, you're so pudgy!"

"Ha. Ha... Very funny, Ruby." Upchuck grumbled.

It took Ruby only a few moments to roll the Gourmand around 5 meters away from the entrance way. As she gave Upchuck a thumbs up and dashed back, the he finally opened his mouth and released a newly generated loogie, larger than anyone else had seen before as it made quick work of the gate, destroying it entirely and leaving only a small pile of rubble.

However, it was then that as it opened up, the railways were revealed once again, this time seen being over a vast seaside…with a giant cruiser ship closing into a dock bearing a familiar symbol.

"Look, a ship!" Ruby pointed as Upchuck reverted to Ben.

"A shipping port in Forever Fall? Who else knows about this...?" Pyrrha asked, flabbergasted by the sight.

Oobleck reacted similarly, but was more devastated by the symbol on the ship. "Team... This discovery is a bit unexpected and is worse than I feared. That appears to be an active Merlot Industries ship. But… Dr. Merlot hasn't been heard from or seen in ages... I must inform Ozpin at once. I want you to investigate that ship, but please keep a safe distance."

Everyone turned to him, noticing the crude expression on Oobleck's face as he began to dial for Ozpin on his Scroll. Exchanging glances at one another, they all turned to the tunnel way, their eyes aiming right at the loading bay that was filled with metal transport containers.

"Hey… You all thinking of what I'm thinking?" Ruby asked.

"…As much as I hate to say it… Yes." Weiss answered.

"Let's sneak aboard!" Nora yelled as she dragged her team beyond the gate, running down the hill that was seen before the docks.

"…Yay." Ren said with a blank face.

"You can never make that girl nervous, can you?" Yang joked as she, Ruby and Weiss began to walk down. "We'd better join up with her."

Ben nodded, but it was then that Blake noticed a disturbing smirk growing on his face. "Agreed… But if I have to do one thing during this… It's to talk with this Dr. Merlot. He seems to be the right man for the job in answering the questions I have…!"

Blake sweat dropped as began to step away from Ben. "…This is does not inspire confidence in me."

So, the second chapter of the Grimm Eclipse Arc is complete!

I've liked the concept of adding my own variations to different types of Grimm and the mutated versions of others as well. I felt like during the game they didn't really add enough mutated versions of the Grimm. I mean, there's only like 3 types of mutant Grimm: the Creeps, Beowolves, and the final Deathstalker boss. They also didn't really appear in numbers, so I wanted to add a little more to it.

The ideas that I got for my own Grimm are based on some old games that I used to play. Fossil Fighters proved to be a major idea giver, as you could probably tell from the chapter itself. The Leviathan and Subterras were also inspired by some games that I've played in the past. With RWBY Volume 6 also introducing new Grimm as well, I felt like it was a proper thing to do!

So, I wanted to say that I'll probably be a little busy again. I'll never be dead of course, that's a guarantee, so you can at least expect me to update once in a while, or perhaps I'll even surprise you all with some surprise uploads! Who knows?!

So, that's all I wanted to say. As always, thank you for reading. Please R&R, and please, have a nice day until the day I update this story again! Peace out!