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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At the fairgrounds, everything is in chaos as civilians run away from the hordes of Grimm. Atlesian Knight-200s are seen firing at the dark creatures but while they managed to take down normal Grimm, a bunch of the stronger ones, tore apart the AK robots.

Yang, Blake and Weiss all arrive, but are too late as they see the creatures already thinning out the robots.

"I don't believe this..." Weiss whispers to herself.

Yang then immediately takes out her scroll and calls Zack. "Zack! Are you there?" She asks, worried.

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Zack is currently running down a hallway and has his scroll out. He's with Zwei. who he picked up from their dorm.

"I'm fine, Yang. You don't have to worry about me." Zack replies as he kept running with his pup.

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"What about Ruby? Have you seen her? Is she okay?" Yang asked frantically.

"Yang, she'll be fine. She's our leader. Besides. If worse comes to worst... I'll be there. I promise." Zack replied through the scroll.

Yang clenches her fist. She's just worried about Ruby. She's the big sister, after all. But she can't be there forever for her. She needs to trust Ruby's skills more.

Blake puts a reassuring hand on Yang's shoulder. The two look at each other, with Blake nodding, trying to tell her it'll be fine.

"Stick together guys! This is a battle. And you can't win alone. Especially against the Grimm and the White Fang." Zack added through the call.

"The White Fang is here?!" Blake asked, surprised.

However, they hear a bunch of growling through the scroll. Something's wrong. "Zack!" The girls all yelled worriedly.

"I'll be fine! Just get to the docks! I'll meet up with you guys!" Ben replied. "Bring it on, you stupid motherfuckers!"

They hear Zwei's bark and the sound normally heard from Ben whenever he's transforming. "ULTIMATE WILDMUTT!" They heard him roaring.

And the call ended.

Yang clenches her fists even more. "You heard Zack...We'll go to the docks." Yang said firmly as she taps on her scroll. She then hands the scroll to the other two and tapped on it.

After only seconds, their lockers crash land behind them..The lockers open and their weapons are ready.

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Ultimate Wildmutt managed to stab a Beowolf in its head and he pulls out his claws then transforms back into Zack. As Zwei approached him, Zack pets his head and said, "Good boy, Zwei."

Zack now thinks...How can he help? If he knows, who should he help?

There are people in the coliseum still and he needs to help them evacuate. But WBY are headed to the docks and they need back up. There's so much people to help. Not to mention Emma and Jack could possibly need his help.

He turns on the Ultramatrix and searches for the alien he needs. Once he found the familiar alien, he looks back at Zwei.

"Zwei...It's hero time." Zack said with a determined smile.

Zwei barks happily and Zackslaps down the Ultramatrix core, covering him in bright green light.

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Back at Amity Colosseum, the Nevermore screeches as it continues to weaken the force field that's keeping it from getting in.

As civilians run past her in a panic, Ruby stays kneeling on the ground with her head down, her expression in a mixture of shock and sadness.

As the Nevermore circles around the colosseum, Pyrrha struggles to stand as she looks in shock at the torn apart Penny.

"PYRRHA! Pyrrha, that thing's going to break in! You've gotta move!" Jaune yells from the stands, but Pyrrha remained shocked.

Jaune, Ren, and Nora look up and see the force field flash as the Nevermore rises back up before diving back in. Wasting no time, the leader of Team JNPR jumps from the stands into the arena.

"Jaune!" Nora yells at her leader, but Jaune kept running. No one can't really blame him.

"Pyrrha, please! Snap out of it!" Jaune pleaded as he kept running towards Pyrrha.

Suddenly, the Nevermore completely breaks through the holographic barrier, and the force of it landing on the arena floor knocks back Jaune, Pyrrha, and the pieces of Penny. The Nevermore screeches and lunges towards Pyrrha.

Pyrrha felt she made a sin. That this is all her fault. Maybe...this is her punishment.

She might as well accept it.

However, fate disagrees, as suddenly, the Nevermore is knocked back by a red, twirling blur of roses, with the cause of the blur gripping one of Penny's swords and stabbing into the Nevermore, before jumping back down in front of Pyrrha.

Ruby Rose.

"Ruby...?" Pyrrha says, befuddled.

Ruby, with an angered, determined expression on her face, pointed Penny's sword toward the Nevermore and yells, "Leave her alone!"

The Nevermore rises up and circles around the arena before lunging back down. Ruby holds Penny's sword defensively. Suddenly, the Nevermore gets pinned down by a barrage of rocket lockers, and screeches out in pain before going unconscious. The lockers then open up, revealing the weapons of various students, including Crocea Mors, StormFlower, Magnhild, and Yatsuhashi Daichi's large sword. The respective owner of the sword pulls it out from his locker, and is now alongside Scarlet David gripping his cutlass and flintlock pistol, Sage Ayana with his own sword, and Neptune Vasilias with his gun in hand. It's not just them. Sun Wukong with Ruyi Bang and Jingu Bang in its staff form, Ren and Nora carrying their respective weapons, and the remaining members of Team CFVY, the members of Team ABRN, as well as Flynt Coal and Neon Katt of Team FNKI, all gripping their respective weapons.

It is a sight to behold. All them. Here.

The students are then suddenly shaken when the Nevermore starts to get back up. Ren then leaps up into the air and uses the blades of his weapons to slash at the Nevermore. Arslan Altan uses her rope dart to swing down and grab the towering Yatsuhashi from the ground. Sage also leaps up into the air, and Nora runs up to the Nevermore's head and hit it with Magnhild in its hammer form. When Arslan reaches peak height, she lets go of Yatsuhashi, who is then joined by Sage, as the two broadsword wielders slash down and decapitate the Nevermore, causing it to dissipate into black particles. As Arslan lands back on the ground next to her teammates, Ruby looks over to the teary-eyed Pyrrha.

"Ruby...I..." Pyrrha tried to say as tears kept falling from her eyes. "I'm so sorry!" She finally got to say as she cries.

Ruby looks down in sorrow for both Penny and Pyrrha. "Me too...But it wasn't your fault!" She says, sternly.

"She's right."

Everybody looked towards the voice and saw Jaune, approaching Pyrrha with her weapons in his hands. "Whoever was on that microphone... they're the ones that did this. And we have to make sure they don't take anyone else." Jaune added and hands Pyrrha her weapon and shield.

Pyrrha stands back up and takes her weapons back from Jaune, the two of them exchanging determined expressions. They then look over to Ruby, who smiles at the impressive ensemble of students.

Ruby. Team JNPR. Team SSSN. Team CFVY. Team ABRN. Flynt and Neon. They may not be much, but they're enough.

But their moment is cut short when they notice hippogriff-like Grimm land on top of the colosseum. They fly towards the group of students as Ren says, "Griffons."

"Anybody got a plan of attack?" Neptune asked the students all prepared themselves.

"I have a plan: Attack!"

They all hear as they look up...

...and saw Valstrax coming from the roof. And he's holding up Crescent Rose in his mouth. "Heads up, Rubes!" Valstrax yelled and tosses the weapon towards Ruby, who catches it and activates it at an instant.

Vasltrax descends and morphs his wings forwards before blasting the Griffons with his draconic energy balls. It didn't manage to hurt them, but his real intention is that the explosive shots managed to force them to retreat.

Valstrax then lands next to the group. "Am I too late?" He asked.

Coco fixes her shades as she looks at the Sky Comet Elder Dragon. "No. But a couple of seconds earlier would have been better." She joked.

However, Ruby is too busy to notice that a Griffon is about to pounce on her.....

..... until it is incinerated by a two laser beams. They turned to see a giant praying manits the size of Tyrannopede. Its body is mostly red with six, three-toed claws on its six legs. It had four arms in which two had blades fingers four hands, and th

"Sneak attacks are ineffective against Ultimate Hypnotick." It spoke in a feminine distorted voice before crimson flashed consumes it and it turns out to be Emma.

"Emma/Jack!" The respective couple embraced each other in a hug. "Are you okay?" Emma asked.

"A little banged up, bu otherwise, fine." Jack reassured her.

When a Griffon attempts to attack the group, it is suddenly shot in the face, causing it to fly off in a different direction.

The students and shapeshifters turns to look where it came from. It is Professor Port and Doctor Oobleck.

"Students. I think it is believe for you to leave." Port said.

"Professor we can help y-" Ruy tried to say, but was cit off by Oobleck.

"Miss Rose! This day will surely go down in Remnant's history. I'd prefer it if my students could live to tell about it." Oobleck requested

Ruby nods at the Doctor's words before grabbing Crescent Rose and twirling it into it's scythe form. "Let's go!" She said.

As all the students leave, Ruby gets distracted by the flash of  Velvet's camera. She stops to look at the photograph she took but is interrupted when her leader calls out to her.  

"Velvet!" She nods and left.

"Ahahahaha! One final match Barty! Place your bets!" Port laughed maniacally as he and Oobleck stand back-to-back with their weapons in hand as the Griffons circle around them.

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Civilians continue to run and flee in panic as they reach the docking bays of the Amity Colosseum. Altesian are seen directing civilians to calmly step into the Air Buses. A female student is seen breaking down in tears as another female tries to comfort her.

Suddenly, White Fang Bullheadsare seen dropping off more Grimm at the docking bay. Two Atlesian Knights escorting General Ironwood effortlessly gun down an Usa. As they proceed forward, the Knights are suddenly brutally ripped apart by a much larger, armored Beowolf, and Alpha Beowolf to be exact.

The Beowolf then notices Ironwood as the General starts to run towards it, gradually picking up speed as he nears the charging Beowolf. He screams a loud battle cry as he pulls out his revolver from his coat. Ironwood ducks and slides under the Beowolf's swipe and shoots at it a couple times. The Beowolf then charges at Ironwood again, who fires his revolver a few more times before having to duck under another swipe. The Beowolf attempts to swipe at him again with its left claw, but Ironwood effortlessly stops it with his own right hand.

The General then fires at the Beowolf's feet, the explosion causing it to get airborne, and still gripping it's claw, Ironwood proceeds to swing it back down to the ground with his own brute strength. Ironwood then picks up the Beowolf, aims the revolver at its skull, and shoots it, causing black blood to splatter from it. Ironwood then watches the body of the Beowolf dissipate before leaving. The students, Jack and Emma are then shown exiting the arena entrance and gather together in front of Ironwood.

What's going on!?" Ruby said.

"Grimm are crawling all over the city. The White Fang's invaded Beacon, and to make matters worse, some... vagabond has seized one of my ships. Until we regain command, the skies are out of our control. So I'm going-" He then shoots a Creep that is trying to attack.

 "..... to take it back." Ironwood firmly said and begins to head to his ship.

"What should we do?" Jaune asked, causing the General to stop once more and turn around to face them.

"You have two choices. Defend your Kingdom and your school... or save yourselves." Ironwood replied. "No one will fault you if you leave..." He added, with a bit of concern in his tone. He then heads into his ship with his AK robots and left.

The students all look at each other... and they've all made their choices. "I mean, come on!" Sun comments.

"We can take a ship to Beacon." Jaune suggested and the students all head to a different air vehicle.

However, Ruby stayed for a bit and looked at the ship Ironwood was in. Emma noticed her staring and yells out, "Ruby! We have to go!"

Ruby heard her...and follows the rest of the crew.

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Weiss takes down a few Grimm using a combination of Myrtenaster's strikes as well as her using her Glyph Semblance, while Blake fights off a group of White Fang soldiers, before using her Semblance to dodge a dual sword-wielding soldier before getting overwhelmed by more White Fang members, but they are all suddenly knocked back by Yang, who lands on the ground in front of Blake, pounding the floor to create a shockwave. Afterwards, the three ladies stand back-to-back, but notice a group of human Atlas Soldiers fighting off an  Ursa Major. The Grimm easily beats down the soldiers.

"Come on!" Weiss said.

But before they could assist the soldiers, they notice a Bullhead about to crash land. An Alpha Beowolf jumps out of it before it could crash with the aircraft. It then lands on the ground and starts to chase after fleeing civilians. Weiss, Blake and Yang all exchange one last look with each other before deciding the best course of action.

"We got the robots." Yang says and cocks Ember Celica.

"Just be safe." Weiss adds. Blake nods and they all part ways.

Blake runs just outside the dining hall, searching for the Grimm they saw. She then stops when the Beowolf from earlier latches onto the side of the building above her. Her attention is then drawn away from the Beowolf when she hears a wounded scream inside the burning interior of the dining hall. She then gives a look of horror when she sees a familiar figure throw an Atlas soldier.

"No...Adam?" Blake says in horror as the man she called looked at her...

...with an ominous smile.

"Hello, my darling." Adam says eerily.

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All across Beacon Academy, various students battle the many Creatures of Grimm: Jaune slashes at an Ursa, while Neon rollerblades away from a Boarbatusk. Coco opens fire on a Griffon, while Arslan fights an Ursa Major before it runs off to attack Nora, who fires at it with her grenade launcher. Ren fires his guns at a retreating Beowolf before it drops dead. Velvet kicks a Creep into the air and Zack, now as Ultimate Echo Echo, blasts it upward with a his sonic disks with enough sound to cause it to explode.

Jakc and Emma, as  Ultimate Zinogre and Ultimate Panuncian, roared as the slashed and bite through every Grimm they came across with the Evolved Fanged Wyvern launching powerful thunder balls, killing and electrocuting Grimm.

Meanwhile, watching the carnage, Cinder, Emerald, and Mercury are all standing on a rooftop, the latter filming the chaos with his Scroll.

(A/N:Remember, Jack destroyed the virus in Burning Dance of Sensation, so the Paladins and Knight a are still on their side, but are still being overpowered by the Grimm and White Fang)

"Beautiful." Cinder comments.

For some reason, Emerald has a sorrowful expression on her face as she watches everything. "It's almost sad..." She commented as well.

"It's horrendous." Cinder added as she smiles. "Focus on the Grimm." Cinder ordered Mercury.

"Sure. I'm getting all of it." Mercury replied, almost happily.

Cinder smiles as she starts to leave. "Good. Continue the broadcast until the end." She says. Suddenly, a tremor is felt by the trio. When it stops, Cinder smiles. "And do not miss what happens next." She ended as she prepares to go somewhere.

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Back in the city, Glynda and Qrow continue fighting the Grimm.... before they too are shaken by another tremor. Qrow stabs his sword into the ground to keep himself standing while Glyna managed to balance herself. "No..." She said worriedly.

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Ultimate Humungousaur punches an Ursa away as Velvet ducks to dodge a strike from a Beowolf before kicking it into the air, which Coco shoots with her mini gun.

As the trio regroup, they were also shaken by yet another tremor. "...I swear. It wasn't me." Ultimate Humungousaur joked, thinking that the others might accuse him of having a grumbling stomach.

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Inside his office, Ozpin watches the battle on three video feeds, one showing some buildings, the middle showing a group of Atlas soldiers struggling a against a Deathstalker on Beacon's main avenue, and the last showing civilians stuck on a rooftop waving for help, while an Ursa slowly crawls up the side of the building.

He can't just stay put. He can't make another mistake. He must do something...

'We have no other choice...'

Ozpin then starts to walk away from his desk, grabbing his cane in the process, before proceeding to the elevator. However, he is stopped in his tracks when one last tremor shakes everything.

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Somewhere, a large mountain starts shaking violently as it starts to crumble and crack. And without warning...

...a gigantic Grimm Dragon emerges from it, destroying the mountain it was trapped in, as if it's been here for years. The Dragon roars and flies over the abandoned Mountain Glenn, heading towards Beacon. As it flies, it exudes a black, tar-like substance which drops to the ground in the city of Vale...

...and from these tar pits spawn various more Grimm.

The massive Grimm excretes more of the black substance, which drops to the ground and spawns more Grimm near the base of the CCT.

Team SSSN and team JNPR are all ready to fight. Jaune and Pyrrha exchange looks, both of them filled with determination. But before they could go forward, Pyrrha notices Ozpin standing the entrance of the tower, while Team SSSN runs off to fight off their enemies. Pyrrha then walks towards her headmaster without saying a word to her teammates, much to their confusion.

"Where is she going?" Nora asks their leader.

Jaune looks at Pyrrha in worry. He then makes a straight face as he tells his teammates their orders. "I'll go find out. You two stay here and keep fighting." He says and followed Pyrrha.

Cinder lands on top of a building not too far from the same tower. As she watches Jaune, Pyrrha and Ozpin enter the tower

However, had she been more careful, he would've noticed Ultimate Humungousaur, Jack and Emma looking at her.

"Jack....." Emma narrowed her eyes at the woman.

"Don't need to tell me." Jack said sternly. "Emma, follow her. She may be after the Fall Maiden Ozpin has there." Emma nodded and turns Hypnotick. "Zack, you will stay here and keep the students here safe."

"What about you?" Ultimate Humungousaur asked.

Just then, a purple portal. a super large one appeared above Vale. Every Human, Faunus and even Grimm alike stopped at what their doing and looked up. Then, a voice spoke out

"Jack Andros! We have meet again!" It said in a deep voice as it roared. "This time we will succeed and you will no longer get in our way!" Jack's blood went cold, now realizing who's voice is that.

"Bagan....." Jack sneered, clutching his fists so tight, that it bled.

"Seriously?!" Ultimate Humungousaur groaned. "Great, JUST GREAT! It's bad enough we had to deal with these Grimm and White Fang, now those two?!"

"Your time ends here! You have interfered one time, too many!" Another voice.said, this time it is feminine. "This world shall fall by our hands!"

The portal lights as two, monstrous beings came two view and everyone, even the Grimm, looked at them in awe and fear.

Queen Ghidorah and Bagan.

Except..... Bagan now had a now form. This more terrifying than the first.

His body gained a new color scheme with gray and red. His horns, spiked chin, elbows an tail remained black. However, His chest has fours eyes with red eyes and white pupils with gray spikes fused, giving is a mouth-like appearance. His left chest, shoulder pad and forearms is colored purple, while his right chest, shoulder and forearm is colored white with a curved claw pointed downwards on his right arm.

"No way." Ultimate Humungousaur gaped in disbelief.

"Just as I thought," Jack grimaced. "Bagan has reached his second form."

"And if he reaches his final form....." Ultimate Humungousaur said.

"We won't let me him do that." Jck said sternly. "But first, I need to scan you for lizard DNA." He raised his MonTrix up as the symbol went from light blue to orange as it scans the Evolved Vaxasaurian.

"Unknown DNA Sample Acquired. Scan Complete. Unlocked and available on Playlist 13." It said in a feminine voice as the orange turn back in light blue and beeping, indicating it is ready to act once again.  

"You go on ahead and assist RWBY and the others." Jack said as he walks toward the two.

"What about you?" Ultimate Humungousaur asked.

Jack remained silent for a while. "..... I've got a score to settle." He said as he turns into Seregios. "Meet with me here again when you're done." The Thousand Blade Wyvern took flight and went after them.

Ultimate Humungousaur sighs as he watches Jack flew to do battle. "You never change, Jack. You're willingness to help would get you killed." He smiled. "Yet, it allows you to protect everyone you cared about. That is what a true hero and Plumber would do." Without wasting any time, he turns into Fasttrack and runs towards Beacon.

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Beacon Academy

Right outside of Beacon's dining hall, Blake Belladonna backs away from the shattered window, staring in horror at her old partner.

"Running away again? Is that what you've become, my love? A coward?" Adam asks as he sheathes his sword.

Blake is still backing up as she stares at him. "Why are you doing this?!" She asks.

"You and I were going to change the world, remember? We were destined to light the fires of revolution!" Adam boasts as an Atlas student tries to crawl away from him, but Adam steps on his gut, takes out his blade and prepares to stab the innocent person. "Consider this...the spark." He says.

But before he can kill the kid, Blake charges into the dining hall, drawing her sword in a flash. Her blade clashes with his as she pushes him away from the student, and they stand with their blades locked.

"I'm... not... running!" Blake firmly yet nervously said as she kept pushing Adam back.

Adam, however, replies, "You... will." He kicks her away, knocking her onto the floor. A nearby Creep runs toward her, only to be shot by Adam.

"But not before you suffer for your betrayal, my love." The bull Faunus says and smiles as he begins walking toward her.

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Kingdom of Vale

Bagan and Queen Ghidorah began blasting their energy attacks in everything and everyone. Humans, Faunuses and Grimm alike are being destroyed. Even the Grimm Dragon is destroyed.

"This is too much fun to pass!" Queen Ghidroah giggled deviously as her right head vfired a purple thunderbolt that killed thousands of Grimm while her two tails smashes buildings and cars

"Soon, there will be nothing left of these scums!" Bagan grinned as he raised his right hand, which glowed purple, his signature Slasher Claw Attack, before slashing three buildinsg with it. Said buildings then exploded, killing anyone who is still inside.

"Hey stupids  lizards!" A familiar voice shouted, catching their attention. They turned and see Jack standing on top of a building.

"Well, well, well. What do we have here?" Bagan asked mockingly. "You still think you can defeat us on your own? Even your Ultimate Forms proved no match for us."

"True." Queen Ghidorah agreed as all three of her mouth glowed purple with energy. "Without Orion or Tennyson by your side, what chances do you think you can have against fighting bot of us?"

Jack remained silent at that as he closed his eyes. After a while, he opens them and glares at them as he readies his MonTrix. "I can't. But at the same time, I can't always depened on them!" He said. "Ben has faced beings worse than you, and I fought alongside him. If he can do it, I can too!" He slams down on the MonTrix and alight blue flash consumes him.

One thing they noticed is that it was much brighter compared to his other forms. When the light subsides, they stared in surprised.

Jack is now a bipedal monster that is 100 meters (328 feet) tall and 100 meters (328 feet) long. It had yellow eyes with orange pupils with ears. It had charcoal skin with its chest and the bottom of its tail being gray. It had two muscular legs with four toes with the tip gray colored. Its arms are long and has four claws with tips along being gray. It had three rows of maple-leafed spikes on its head to its tail with the top being gray and the bottom charcoal. Finally, it had the MonTrix symbol on the left chest.

"GODZILLA!" The King of the Monsters roared.

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Alien Data

Ultimate Hypnotick

Species: Evolved Psycholeopterran, the natural predator of the Necrofriggians (Big Chill's species)

Abilities: Can fire laser beams, from its eyes, mantis-like body, sharp claws, flight

Weaknesses: Can longer become intangible

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Unknown Data

Godzilla

Species: Kaiju

Abilities: Atomic Breath, Red Spiral Ray, healing factor, can absorb natural eletricity, super-strength, super durability, (somehow) knows martial arts, has two brains

Weaknesses: Healing can be nullified with Oxygen Destroyer-related attacks, vulnerable to man-made electricity, beings equal or stronger than Godzilla can overpower him, destroying his second brain will paralyze him

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1. Ultimate Hypnotick's design once again goes to "myzor king of war" from FanFction. Credits go to him.