Ben 10 belongs to Man of Action Studios and Cartoon Network

Monster Hunter belongs to Capcom

RWBY belongs to Rooster Teeth and Monty Oum

I only own my OC and Ultimate forms

Dedicated to Braedey95 and CorJayNelson

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Opening - Ben 10 Ultimate Alien Theme

https://youtu.be/cxUbzV__dUI

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Yang has taken up watch, allowing for Ruby and Zwei to sleep on the sleeping bag Yang had been lying on.

After a few minutes, Yang is done with her shift in taking watch.

"Hey Weiss, it's your..." Yang said until she saw the empty sleeping mat. "Ruby? Hey, where's Ruby?"

Everyone else woke up.

"What?" Oobleck asked.

Zwei comes running into the room, barking.

"Zwei?" Jack said, picking up the corgi.

"What's going on?" Blake asked.

"Grab your weapons! Your leader may be in trouble." Oobleck said.

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Zwei leads Oobleck and Ruby's teammates to some kind of hole and Yang spots Crescent Rose next to the it.

"Ruby's scythe!" Yang said as she picked it up.

"Oh no." Blake said.

"Do you think she fell?" Weiss asked.

Oobleck looks up. "Fell?"

Jack pointed at the hole. "Down there."

Oobleck looks down at the hole in thought. "Oh my. Of course! Of course, OF COURSE, OF COURSE!"

Blake looked at the doctor. "What is it?"

"How could I be so stupid?!" Oobleck yelled.

"Did he just call himself..." Jack said, but was interrupted by Yang.

"Dr. Oobleck, what's wrong?" Yang asked.

"Mountain Glenn! Yes, an expansion of Vale that was inevitably destroyed by creatures of Grimm! Previously home to thousands of people! Working people commuting to the city, the main city! Developed a subway system to the inner city! Grimm attacks increased! Population in danger, now desperately searching for shelter! City evacuates into the metro tunnels and what do they find? The southeast quadrant of Vale is known for wild forests and deep caves!" Oobleck rapidly said.

"Doc, what are you saying?" Yang asked.

"My dear, we're not just looking for an underground crime network, we're looking for an UNDERGROUND crime network!" Oobleck yelled.

"They've been working in caves?" Blake asked

"No, no, Mountain Glenn was Vale's first serious attempt at expansion. It worked for a short period of time, thanks to an aggressive perimeter defense, and unique transportation; the city developed an elaborate subway system to carry citizens safely from the new territory into the main Kingdom! Sadly, without the many natural barriers Vale had to protect its borders, Mountain Glenn was doomed from the start! As the end drew near, the citizens of the territory made one last attempt at survival: They took up shelter beneath the city! In massive caves that they had cleared out for the subway. And they had cut themselves off from the surface!" Oobleck explained.

"An underground village?" Jack asked.

"In a matter of speaking, yes. A safe haven. Until... an explosion opened the mouth of another cavern, filled with subterranean Grimm. After that, the Kingdom officially sealed off the tunnels, creating the world's largest tomb. If Ruby is down there,"

Oobleck deploys his weapon.

"...we must find her..."

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Ruby gets thrown across the floor by Roman. Earlier, she and Zwei followed two White Fang members. When Ruby tried calling her team, her scroll was low on signal. Then, the asphalt beneath her broke and, though she saved Zwei, she fell into the hole and ended up in Roman's custody.

"Wow! You are much more manageable without that over-sized gardening tool of yours." Roman said mockingly to Ruby.

Ruby gets up and charges at Roman, which he simply sidesteps, sending Ruby stumbling across the floor.

"Oh man. You know, Perry, I really did need this." Roman said as he laughs, Perry raising his thumb in agreement.

Roman walks over to Ruby and aims Melodic Cudgel at her face real close. "But seriously. How'd you find this place, Red?"

Ruby growls and then uses her Semblance to escape Roman and start running for an exit. Roman then gets up smiling, spins Melodic Cudgel in his hands and aims the handle at Ruby. He then fires the handle, which doubles as a grappling hook, at Ruby, catching her by her hood and allowing Roman to pull her back.

 "I see you've got some tricks up your sleeve! Let me make this clear: We're not through here yet." Roman said as he pulls Ruby.

However, they were interrupted by a massive explosion coming from the distance, causing Roman to look up.

"Oh, what the... Perry, if you and the boys could take care of that? Kinda in the middle of something." Roman said to the soldiers behind him.

Perry nods and goes off to investigate the explosion just as another one sounds.

"WHAT is going on here?!" Roman angrily yelled, hearing the explosion.

A third explosion sounds and multiple White Fang members come running around the corner, some firing at an unknown enemy. Weiss, Blake, Yang, Zwei, Oobleck and Jack, as Brachydios, run around the corner, much to Roman's annoyance. Ruby decides to take this moment to try and escape, jumping on Roman's shoulders, then fleeing towards her friends.

"Somebody kill her!" Roman yelled as he and the White Fang members around him open fire on Ruby, which she dodges and weaves between.

Seeing that their attacks fail, Roman turns angrily to the White Fang member next to him. "Attach this cart and spread the word: We're starting the train."

"But we're not finished!" The soldier said.

Roman pins the White Fang member up against the wall with Melodic Cudgel. "Do it or you're finished!" Roman said in a threatening tone.

Ruby kept fleeing, but screeches to a halt as she realizes she's running towards a group of White Fang members. However, orange-like explosions appears behind the White Fang members, sending them flying and revealing Yang, who blasted the White Fang members , behind them.

Ruby jumps into her arms. "Ruby!" Yang said, the two sisters hugging each other.

"Are you okay?" Weiss asked her leader.

"I'm fine, I'm fine! But listen! Torchwick's got all kinds of weapons and robots down there." Ruby explained.

"What?!" Blake said as she hands Ruby her weapon.

"Androids, mechs, they're all loaded up on the train cars!" Ruby continued.

 "I thought Dr. Oobleck said this place is closed off."Chromastone replied.

Oobleck nodded. "Exactly. These tunnels are sealed, the tracks lead to a dead-end."

However, Roman's voice sounds through a speaker system. "Get to your places, we are leaving now!"

The train starts moving towards the tunnels.

"Well, it sounds like they're going somewhere." Yang pointed out.

"So, what do we do?" Brachydios asked.

"I believe we only have one option..." Oobleck said.

Ruby turned around, Crescent Rose in hand.

"We're stopping that train!" She simply said.

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After catching up with the train, Team RWBY, Jack and Oobleck are now standing on top of it.

"Hurry, children! We must get to the front and stop this train!" Oobleck ordered.

"Err... Professor?" Weiss asked hesitantly.

Oobleck leans his face angrily at Weiss. "Doctor..." He corrected.

Weiss points down a hatch into the train. "What's that?"

Oobleck kneels down to take a look. "That my dear... appears to be a bomb."

Team RWBY and Jack all cringe away from the hatch.

Their problems are not over yet as Ruby points forward on the train. "We've got baddies!"

Dozens of White Fang members are now climbing onto the top of the train.

"Well, I didn't expect them to go—" Oobleck said.

Suddenly, the bomb underneath them charges up and starts beeping.

"—easy on us." He stands up. "Time to go!" Oobleck continued.

Ben jumps down onto the connectors as his team and Oobleck jump to the next train car. He slaps the MonTrix and turns into Great Jaggi, then gets ready to cut the connection with his jaws, but as he does, the connection comes loose on its own.

"Huh?" Great Jaggi said. He looks up at Oobleck. "It decoupled itself!"

"What?!" Oobleck said.

"I guess he really doesn't want us on this train." Yang guessed as Great Jaggi went up to the train's car.

As Oobleck looks back at the detached cart, it explodes in the tunnel.

"That's not good..." Oobleck commented.

"Err, neither is this!" Ruby said, standing next to another open hatch.

"Another bomb?!" Blake asked worriedly.

Oobleck looks around, then runs to the next train car. "No. No. No."

He opens the hatch and looks in, then yells back to Team RWBY and Jack. "They ALL have bombs!"

The bomb under Team RWBY, and Jack charges up and starts beeping and the cart they're on detaches itself, forcing them to run to the next cart.

"This doesn't make sense!" Yang yelled.

"Isn't it too late to say that?" Great Jaggi joked, despite the danger they're in. He was ignored, however, as the White Fang members climbing the train are now headed towards them.

Team RWBY and Great Jaggi jump forward to attack the incoming White Fang members. Oobleck then turns around and watches the detached train car explode, only this time, it creates a hole allowing multiple types of Grimm to emerge.

"Oh, dear..."

The horde of Grimm begin advancing quickly toward the runaway train.

"He's leading Grimm to the city!" Oobleck yelled.

"What?" Weiss yelled to double check.

Oobleck explained his previous statement. "It's the cars! They detach and explode, creating openings for the Grimm!"

"That's insane!" Blake said.

Another train car detaches itself.

"We have to hurry!" Oobleck said as he turns to Weiss, Blake, Yang and Jack. "You four, go below and try to stop those bombs!"

"What about us?" Ruby asked.

Oobleck struck a dramatic pose. "We're going to stop this train."

"Yeah, I know. I said that earlier." Ruby responded, causing Oobleck to feel awkward.

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The group moves forward. As the train continues towards it destination, White Fang members start to pilot multiple Atlesian Paladin-290s, and jump to the top of the train. Ruby, Zwei, and Oobleck are now running.

"Up ahead!" Oobleck yelled.

A Paladin is charging towards them.

"We got a problem!" Oobleck said then takes a sip from his thermos before transforming it into its weapon mode, a small flame burning at its tip. Zwei barks, prompting he's ready for an attack. He jumps and flips in the air, and Oobleck bats him, turning him into a small fireball. The Paladin is seen shooting, only for it to get knocked off the train by the combination attack. The Paladin tumbles on the train tracks, and then explodes when it hits a barricade. Another Paladin appears in front of Zwei, its guns aimed at him. Suddenly, multiple fire attacks hit it, and Oobleck swiflty knocks it off the train as well.

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Down below, Jack, Yang, Weiss, and Blake enter the train car.

"I guess this is what we trained for." Yang pointed out.

The four of them charge forward. Suddenly, they are stopped when Neo drops from the ceiling and stands in their way.

"You guys go on ahead. This one's mine." Yang said, itching for a rematch with Neo.

Blake, Weiss and Jack proceed forward. As Neo prepares for their attack, Yang fires a round to distract her, allowing Blake, Weiss and Jack to continue. Yang then steps forward toward her opponent, staring down as Neo gives a sinister smile. The two begin their fight.

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In the next train car, Blake, Weiss and Jack are still running, and then look at each other when they hear the sound of revving up ahead. A figure is then seen dragging a chainsaw along the floor. He lifts it up into his hands, preparing to fight them.

"You two go on ahead!" Weiss said to her teammates.

"Got it!" Blake and Jack both said.

The Lieutenant chuckles menacingly as he holds up his chainsaw. The three all charge forward, with Blake deflecting an attack as Weiss flips backward and Jack uses the Lieutenant as a boost, stepping on his head to get over him, knocking him down. Weiss then smiles at Blake and Jack as they proceed to the next car. The Lieutenant gets back up, again chuckling menacingly.

"Finally, I get to kill a Schnee..." Weiss' enemy menacingly said.

Weiss holds up Myrtenaster en garde.

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In the next train car, Blake and Jack stop and Blake grits her teeth when they're greeted by a familiar foe.

"Hello, kitty cat. You miss me? You know, we really gotta stop meeting like this. People are gonna talk..." Roman said.

Before Blake could engage Roman in battle, Jack puts a hand on her shoulder, stopping her and causing her to look at him.

"Blake, get to the front of the train and hit the breaks. I got this." Jacksaid. Blake looked at him for a while before nodding. This caused Roman to frown.

Blake ran forward to Roman, who tries hitting her but she creates her shadow clone to jump, dodge and gets past Roman. Blake looks back at Jack and smiles at him before leaving the train car.

Roman growls as he tries to catch up to Blake but a small iceball hits, causing him to stop and turn around.

In Jack's place is a 6-foot tall raptor with a pale blue boy with dark blue stripes coming down from its back. It had a blue crest from its head with four claws on each feet with the thumb being large and blue-tipped. It had seven fingers with the middle the longest and also had bluet tipped in color. It had a yellow beak with yellow reptilian eyes and the MonTrix symbol placed on its chest.

"GIADROME!" The True Foe Wyvern screeches.

Roman laughed at Jack's current form. "What are you gonna do with that, Freak Show? Beat me with your adorableness?"

"No. But I can beat you with his!" Giadrome said as he slaps the MonTrix symbol again, causing four spikes to appear around it.

Giadrome's pale blue body turns cyan blue with his tail growing longer and tipped with ice shards. He has now two blue crests on his head. The six claws on each of his fingers grew to the same size as the middle with blue tips. Ice shards began protruding from his back.

"ULTIMATE GIADROME!!!" The Evolved Bird Wyvern screeches like an actual raptor.

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Yang dashes forwards, unleashing a flurry of several punches, resetting each time instead of redirecting her blows, as Neo simply dodges each attack, moving her body swiftly in order to avoid them in a very laid back, but extremely effective style. With every unsuccessful punch, elbow, and kick, Yang continues moving forward as her last three blows bring her to a knee, where she attempts a roundhouse kick, allowing Neo to deliver a spinning hook kick, knocking Yang to the ground, the former's guard completely open on the left side.

While on the ground, Yang growls in anger, to which Neo responds by performing a drop kick. However, Yang dodges by rolling away, and subsequently springing up to attack once again.

Neo counters through a pull in redirection of force technique, pulling Yang's arm in with her own left arm, and performing a well-executed ax kick to hit Yang on the chin, before kicking Yang in the stomach with a perfect side kick. Neo then begins pushing Yang back via her parasol, now on the offensive, as Yang tries to counter her movements with Ember Celica. Neo is able to effortlessly push Yang back against a wall, until the latter shoots a blast directly towards the former's feet. Neo, however, simply backflips effortlessly, and she lands perfectly on a metal container, before sitting, waiting for Yang's next attack.

As Yang approaches her, Neo smiles, taunting her, before Yang unleashes another attack. Neo counters, and begins kicking Yang back. Yang unleashes another blast from Ember, which Neo blocks. The two spar briefly, hand to hand, before Yang grabs Neo's foot, and pulls her closer to throw her, only for Neo to perfectly counter, before grappling Yang and using her momentum to throw her into the ceiling, knocking her unconscious.

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The Lieutenant runs towards Weiss as she raises her weapon defensively, before using Myrtenaster to draw a pale blue circle in the air, forming a force-field. Cyan shockwaves radiate from the center of the force-field as the Lieutenant tries, in vain, to saw through it. Weiss then knocks him back with a slash from her weapon. He attempts another overhead swipe, but Weiss points her weapon downwards and lets the chainsaw simply run down the side of it, creating sparks but missing her completely. She then spins and slashes him again, knocking him back. She flips gracefully over him, slashing at his head and landing on the other side of him.

He gets up and spins around, viciously swiping towards her sideways with the chainsaw. She acrobatically lowers her body underneath it, dodging the blow and backflipping out of range before attacking in a series of slashes and stabs that throw him into the air and back onto the ground. She flips over him, facing him from another angle.

Rising from the ground, he slashes towards her, but she ducks out of the way. After attempting another overhead slash, which she dodges again, he manages to briefly knock her back after the two weapons clash. However, his subsequent kick towards her meets only a pile of boxes, as she leaps onto the ceiling. She spirals downwards with her weapon outstretched, but he steps out of the way. She lands, before getting up, deflecting one of his attacks, performing a backflip and countering with a stab of her own, which sends him flying backwards. As he stands back on his feet, Weiss holds Myrtenaster in front of her and concentrates, mixing yellow Dust with a glyph to create a haste glyph beneath herself. Utilizing her speed powerup, Weiss charges forward and creates a series of glyphs that surround the Lieutenant. She leaps and begins ricocheting off each of the glyphs, slashing him extremely quickly each time she passes him, knocking him to the ground.

Creating another glyph, Weiss attempts to stab him where he lies, but he rolls backwards, preventing her from doing so. She jumps in the air in order to attack him again, but he yells, "C'mere, princess!" and grabs her face before brutally raising her above his head and slamming her into the ground, causing debris to be flung around. He then throws her into the air and attempts to slash her with his chainsaw.

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Roman fires his cane at Ultimate Giadrome, who simply dodges by runnng much faster than Roman can see him. He kept firing more rounds at the True Foe, who keeps dodging. Finally, Ultimate Giadrome jumps and tackles Roman to the ground. He scratches with his ice-fused claws before jumping away. Roman gets up and swings his cane at him. But Ultimate Giadrome kept dodging before launch a bigger iceball that hits Roman and sends him to the ground.

When Roman attempts to get up, Ultimate  Giadrome steps on his chest and aims his mouth really near Roman's face for an iceball.

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But before he could do anything, he hears the door from leading to the previous train car open behind him. An unconscious Weiss is thrown to the floor, with the Lieutenant emerging from the doorway holding his chainsaw.

"So what's it gonna be, Freak Show?" Roman mockingly said.

Ultimate Giadrome kicks Roman in the face, knocking him unconscious. The True Foe then goes over to Weiss' aid. "Weiss." He simply said, carrying her with his jaws. The Lieutenant charges forward but gets knocked backwards by Ultimate Giadrome's tail. Ultimate Giadrome then carries away Weiss to safety.

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Neo pulls out a hidden blade from within her umbrella and approaches the unconscious Yang. She then prepares to deal the finishing blow, grinning sadistically while doing so. Suddenly, a masked warrior - raven-haired and clad in red and black - comes out of nowhere and knocks Neo back. Neo's eyes change from brown and pink to white, mirroring her fearful expression. The mysterious swordswoman slowly draws her sword again - long and crimson red - and holds it up intimidatingly. Neo, realizing who she's up against, wastes no time and quickly vanishes into a flash. The swordswoman looks down at the still unconscious Yang and slashes her sword to the side to open a red portal of some sorts. She walks away from Yang and into the portal. As this happens, Yang regains some consciousness and slowly gets back up. As she opens her eyes again, she gets a brief glimpse at her rescuer before the woman disappears at her next blink. Yang then rubs her head, still reeling from her unconsciousness, before standing up and leaving the scene.

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Back to Ruby and Oobleck, the Doctor dodges a couple swipes from the Paladin, and then runs to the top of its head, and shoots it in its engine before jumping back down. Ruby then twirls Crescent Rose around a few times, and then she and Oobleck fire simultaneously at the Paladin's feet, knocking it off the train. The both of them then switch positions.

"Ruby! You go on ahead!" Oobleck ordered.

"But-" Ruby was about to say.

Oobleck, with a serious expression on his face, interrupted her and said, "Don't worry, Ruby. It's time... I teach them a lesson..."

The Doctor then goes to take on two oncoming Paladins. Before she leaves, Ruby notices the saddened Zwei looking up at her. She then smiles and motions him to go join his new friend.

"Go." Ruby said with a smile.

With that, Zwei's expression changes dramatically and barks happily before running off to fight alongside the Doctor. Ruby then hurries to the front of the train. The remaining members of Team RWBY, including a now awake Weiss and Jack who is still Ultimate Giadrome, then reemerge from the train cars to rejoin their leader. Ruby is seen with a worried face as the fast-approaching train is about to make a head-on collision with a heavy duty wall up ahead.

"What do we do? The brakes are broken!" Blake asked.

Ruby and Weiss smile at each other, and the latter forms an ice shield to protect her teammates, bracing themselves for the impending crash. The train crashes into the wall...

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After what seemed to be quite a while, Ruby wakes up slowly. They were now in the city.

She hears the sound of an emergency alarm blaring as her vision comes back with buildings into her view. She turns her head to the right and sees Blake and Yang slowly getting back up, her sister coughing as the dust settles. She turns her head again and sees Weiss sitting up against a large piece of debris, who also gives a thumbs up at her team leader signaling she's okay. The debris behind Weiss rises as Ultimate Giadrome gets up from the rubble, rubbing his head with his claws.

As Ruby began to recover slowly, she hears the sound of low rumbles and growls from behind her. Suddenly, a giant King Taijitu emerges from the hole, and multiple Grimm start pouring into Vale. The civilians scream as they attempt to flee the chaos. The sounds of screams and roars fill the air, and all Team RWBY and Jack can do is watch in horror.

Ruby's expression changes from worried and scared to angry and determined. The alarm continues to blare as they prepare for one last stand.

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Ultimate Giadrome

Species: Evolved Bird Wyvern

Abilities: Bigger body, longer and sharper claws, spikes forming from its back, tail spiked with ice shards

Weaknesses: Vulnerability to the Fire Element increases