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

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Ruby stepped to one side, only to have Mercury follow her. She did the same with her left foot, Mercury seemingly copying her movement. Or more like, blocking her. She then heard the match outside about to begin, as said by the announcer.

She gulped, as she heard the countdown.

"THREE,"

"TWO,"

"ONE,"

"BEGIN!"

"Show time." Mercury smirked, as he then approached towards Ruby. Ruby trying to find a way passed him, side-stepped from one side to the other, but Mercury following her steps, blocking any escape to get passed him. She frowned, as she then ran towards him, bringing a slight gush of air to her wake, turning into somewhat a tornado form as she charged towards him, only to receive a kick to the guts. The force sent her flying back, she hit the ground hard.

Ruby tried getting up, as Mercury walked towards her. Ruby grabbed her phone, hoping to contact anyone for help, but the phone was knocked out of her hand by a bullet.

"Let's just keep this between us friends..." Mercury said, his foot raised.

Mercury was about to fire another shot, but stopped mid-air when he suddenly saw Zack, as XLR8, in front of Ruby. He frowned as XLR8 saw Mercury in front of him. Ruby looked up at Zack, noticing a tall shadow looming over her.

"Zack?" She stuttered as she looked up.

He turned towards her, a soft smile on his face as his visor went back into his helmet. He then offered a hand to her, which she immediately accepted. XLR8 lightly brought her up, then turning towards Mercury, his expression changed completely once he laid his eyes on the silver haired boy.

Mercury took a step back, he was back in his stance.

"Ruby, go on ahead, I'll have a talk with this young man," XLR8, as he as went Rath and then went Ultimate Rath, told Ruby. She frowned upon hearing it, but nodded nevertheless.

"You." Mercury scoffed.

"Let me tell you something, Mercury Black, son of Marcus Black! You don't frame Ultimate Rath's girlfriend Yang Xiao Long and gets away with it!" Ultimate Rath snarled, as this was his last chance of backing down before he gets hurt by the Evolved Appoplexian.

Mercury only spat, and grunted as he charged towards him. He attempted to send a kick to his guts, only to Ultimate Rath grab his leg and slammed him onto the ground, Mercury hit the ground hard, a yelp manage to escape through his throat.

"Go Ruby and get Emma and Jack, NOW!" He ordered Ruby, as she started sprinting out of the area. Mercury tried to get up, but was stopped by the Evolved Appolexian.

"You're not going anywhere." Ultimate Rath said cornered him, as he pinned him down to the ground.

Ruby ran as fast as she could, she had to warn the others about this, that Yang was right. She never thought that Mercury could be up to something, she felt bad, and betrayed. And yet, it only got worse when she realized that he was related to Emerald, she ran and ran.

Mercury tried getting out of Ultimate Rath's grip. He turned to face him, and raised his knee attempting to knee him in the abdomen, but Ultimate Rath blocked this. He growled as he raised his foot, and fired at him. Ultimate brought up his two arms to block the explosion, letting Mercury free but only for a second, and a half.

Mercury immediately got up and threw a roundhouse kick at him, but Ultimate Rath blocked his attack with his claws. Mercury immediately backed up, and threw another kick at him towards the knee, but Ultimate swiped off his foot, causing Mercury to lose balance and land on his back once again.

"I didn't expect you to go this far kid, but I'm putting a stop whatever plans you have in mind." Ultimate Rath stated as Mercury got back up again, his breath quickened.

"This is your last warning kid." Ultimate Rath threatened as he turns into Fasttrack.

Mercury growled in annoyance, and charged at him again. He sent several kicks at him, he threw everything he had at him, but Fasttrack  dodged each incoming attacks. It was already obvious that this kid's fighting style is kick boxing.

Mercury did an axe kid, followed by a front kick, to which Fasttrack dodged swiftly. Mercury attempted to do land another attack when Mercury threw a punch to his abdomen with his free hand, the force of the jab sent Mercury into a wall, upon contact with the wall, a large crater formed behind him,  knocking the air of him.

"And this is for Yang!" Fasttrack shouted as he attacks Mercury in every direction, becoming a blue blur faster than even Ruby's Semblance could match. After delivering may blows, Fasttrack runs full speed and throws a kick that stuns Mercury. As he prepares to finish, he froze as he looks up at the ceiling, feeling something is wrong.

"What the..." Fasttrack muttered, as he looked up.

With seemingly staring at the ceiling, Mercury finally mustered up the strength he had left to stand up, and recklessly charge once again at Fasttrack.

"HYAAAA!"

He dashed at him and threw a side kick at Fasttrack, but then Fasttrack disappeared from his sight, and he kicked the air instead.

"What the hel-"

He was cut off when Zack, now as Lodestar, reappeared behind Mercury, and raised his left pincer. Suddenly, Mercury felt his legs being lift up by the alien.

"Hm, Polarity vs Metal. That could be bad indeed." Lodestar taunted, using Mercury's own words earlier against him. Lodestar then raised him high up before slamming him against the wall, knocking Mercury unconscious. Mercury limply fell to the ground, he was blacked out. Lodestar stared at Mercury's unconscious body as he turns back as Zack.

Zack knew that Emerald was here, and he knew that she was probably up to something. He then heard the crowd gasped, as if in horror.

"What's going on out there?"

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Ruby ran towards the exit, and she found herself back to the stadium. The loud cheering from the crowds seemingly deafened her, but she regained her hearing soon after. The match was still going on.

"Ruby!" Ruby turned to see Emma running towards him.

"Emma!" Ruby cried out. "Where's Jack?!"

"Fighting Albedo," She panted. "We were ambushed. Jack sent me here to get Zack and return."

On the ring, Pyrrha and Penny fought.

Penny was kicked back by Pyrrha, but she immediately regained her balance, and summoned her blades to form circles beside her. Her blades began to rotate, and green blasts were shot out from the blades. Pyrrha side-stepped an incoming blast, and dodged the next attack by a hair by back-flipping. Penny then thrusted her hands forward, sending her blades towards Pyrrha, obeying her command.

Pyrrha parried and blocked each incoming blades with her spear all the while trying to dodge more incoming blasts that were aimed at her. She then swung her spear back, and dashed towards Penny hitting her with her spear, and knocking Penny back.

Penny got back up quickly, her swords then formed a circle behind her, blasting her back towards Pyrrha. She then jumped up, and with a blast from behind her, accelerated her towards Pyrrha, knocking Pyrrha out of balance upon contact with the soles of her shoes.

Pyrrha flipped, and regained balance. Just as she was she readying to make another attack, two blades knocked Pyrrha's spear and shield out of her hands, making her vulnerable. She tried to get her spear, but was pushed back by another of Penny's blades. Penny smirked as she ordered her blades back to her again, Penny raised her hands to the air and flicked her wrists slightly, her blades right above her, ready to dash at Pyrrha again.

And in one of the seats, Emerald sat. She then focused on the blades, her eyes were locked onto the swords. In Pyrrha's eyes, Penny's blades began to double in numbers, she took a step back, her own eyes tricking her. Pyrrha looked at the blades before her, continuing to double in numbers until blades surrounded her vision, there were blades around her. It was seemingly an army of blades ready to attack her at any given moment.

Fear struck her entire body, as Penny threw her arms forward, sending the army of swords towards her. Upon instinct Pyrrha crossed her arms in front of her, gathering energy to her center, and swung her arms back, sending a wave of energy outwards from her, knocking back the charging blades coming at her.

Penny braced for impact, the waves of energy shook past her, sending the blades past her as well, but then stopped in mid air.

Penny's eyes were wide, as the blades were knocked past her, sending her arms back as well. She gasped, as she felt the seemingly invisible wires wrap around her limbs. She couldn't move her arms or her legs. She couldn't move her upper body as well.

Pyrrha then realized her mistake.

The wires began pressuring her, the momentum of the wave of the energy was strong enough to add force onto Penny's small body. Penny felt the wires on her limbs, and in an instant, she couldn't feel them at all, including her waist. She heard the metal crunching and screeching from underneath her dress, Penny knew what was coming.

Then in an instant, the wires ripped off her limbs, including her head.

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"No!" Port says as he and Oobleck stand up in shock.

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While the remains of Penny's missing arm spark with electricity from the exposed wiring inside, her big green irises, now looking like camera shutters, slowly expand so her dark, lifeless pupils take up most of her eyes with the sound of a machine shutting down.

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Ruby continued to sob at the sight of Penny's destroyed body. She looks down as her tears all fall from her eyes.

"Oh my Nemetrix!" Emma gasped as she covered her mouth in shock.

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"Broadcast, what are you doing?! Kill the feed!" Oobleck ordered through his earpiece.

"Something's wrong! We don't have control over the cameras! We can't even stop the broadcast!" the Broadcast Op replied.

"What?! How is that possible?!" Oobleck asked.

In answer, the background behind the two teachers changes to the video feed of the sight before them, tinted an ominous bright red with a black queen chess piece hovering over the scene. They turn back to the arena as an unfamiliar, distorted voice rings out throughout the Colosseum and the rest of the world watching these events.

"This is not a tragedy. This was not an accident. This is what happens when you hand over your trust, your safety, your children, to men who claim to be our guardians, but are, in reality, nothing more than men. Our Academies' Headmasters wield more power than most armies, and one was audacious enough to control both."

Ironwood, realizing who she's/he's talking about, grimaces and rises from his seat, marching up the steps.

"They cling to this power in the name of peace, and yet, what do we have here? One nation's attempt at a synthetic army, mercilessly torn apart by another's star pupil. What need would Atlas have for a soldier disguised as an innocent little girl? I don't think the Grimm can tell the difference."

Pyrrha holds a hand to her mouth in dread as she continues to stare at the remains of Penny, eyes watering, a single tear falling.

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Back in the fairgrounds, a gaping Weiss, a glaring Blake and a worried Yang watch the hacked screen of the Shopkeep's stall.

"And what, I ask you, is Ozpin teaching his students? First a psychopathic student, now this? Huntsmen and Huntresses should carry themselves with honor and mercy, yet I have witnessed neither. Perhaps Ozpin felt as though defeating Atlas in the Tournament would help people forget his colossal failure to protect Vale when the Grimm invaded its streets, or when one who claimed to be a god nearly destroyed it's homes. Or perhaps this was his message to the tyrannical dictator that has occupied an unsuspecting kingdom with armed forces. Honestly, I haven't the slightest clue as to who is right and who is wrong. But I know the existence of peace is fragile, and the leaders of our kingdoms conduct their business with iron gloves."

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"As someone who hails from Mistral, I can assure you the situation there is... equally undesirable. Our Kingdoms are on the brink of war, yet we, the citizens, are left in the dark."

Cinder is on a rooftop, holding a scroll.

"So I ask you: When the first shots shots are fired... who do you think you can trust?" Cinder ended and turns off her scroll then returns her voice back to normal.

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"Alert. Incoming Grimm attack. Threat level: Nine. Please seek shelter in a calm and orderly manner." An automated announcer says throughout the coliseum.

The crowds begin to flee, wild and screaming, through the exit tunnels, while Ironwood enters the announcers' box and grabs the microphone from between Port and Oobleck. "Ladies and gentlemen, please. There is no need for panic." He said through the mic.

However, his warning was jinxed as a Giant Nevermore appears atop the arena's domed force field, giving a series of deafening screeches as it claws and pecks at the defense with its beak.

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In the headmaster's office, Ozpin is gripping his cane tight, watching the city come under attack with a horrified expression.

Suddenly, Qrow and Glynda run into the room, with worried expressions. "Oz!" Qrow yells.

"Get to the city!" Ozpin ordered.

Qrow felt reluctant, saying, "But–"

"NOW!" Ozpin yelled.

Qrow and Glynda exchange a look before going back the way they came.

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Meanwhile, Mountain Glenn is almost silent, as every monster lurking there from Beowolves to Boarbatusks, Ursai and Nevermores, and even lumbering Goliaths with wide red eyes rush forward.

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"Ozpin...The girl...I can explain..." Ironwood tried to say through the scroll that he's using to call Ozpin.

"You brought your army to my Kingdom, James...Use it." Ozpin replied gravely.

Ironwood's worry turns to determination.

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"How could I..... lose..... to the likes of you?" Ultimate Spidermonkey muttered as he fell to the ground, defeated. Crimson flash consumed him as he changes back into 11-year old Albedo.

Ultimate Lucent Nargacuga sighed in relief before wincing at the injuries he's sustained, mostly the ice covering some of his body from his earlier fight with Ultimate Acrtiguana as his vulnerability to the Ice Element upon going Ultimate increase.

"Sure hope Emma is safe....." He muttered. Ultimate Lucent Nargacuga then heard sirens coming from the City of Vale, similar to the one during the Breach.

"No." He said as he look up at the Amity Colosseum then back to the city. On one hand, he couldn't leave the city to the Grimm, but on the other hand, he also didn't want his friends and girlfriend to whatever is happening up there.

"Family comes first." He made his mind up as he slams the MonTrix symbol and becomes Valstrax. He charges his jet wings and soared towards the Amity Colosseum.

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"It is time my dear." Queen Ghidorah stated.

"Yes. And soon, the world will be ours and Jack Andros will fall along with his friends and allies. Hahahahahahahahahaha! HAHAHAHAHAHAHAHAHAHAHAHA!" Bagan laughed evilly, with Queen Ghidorah joining him in laughing.