Ultimatrix Aliens: Humungousaur, Big Chill, Goop, Echo Echo, Spidermonkey, Albedo (Greymatter), Brainstorm (My own redesign which will be posted on my Deviantart), Arctiguana, Gravattack, Rath. (Starts with ten just like Ben will.)

Available Ultimate Forms: Unavailable Until Further Notice


*I still don't own RWBY or Ben 10!*


*Speech Key*


"Going Hero!" = Normal Speech

'Going Hero!' = Thoughts

"Time to go ULTIMATE!" = Someone Yelling

"Subject suffers from DNA Degradation. Shall we attempt to cure?" = Omnitrix/Ultimatrix A.I. Speaking


Creation of the Ultimatrix - A Child's Wish!


On the planet known as Galvan Mark II we happen upon the central laboratory where several members of an alien race called the Galvan are hard at work thinking and creating all forms of new technology. Some of which is so simple a child of any species could use it and make it work. Others so radically complex, they defy comprehension.

The Galvan are a species of small bipedal frog-like amphibians. Galvan are about five inches tall on average. Their bodies consist of soft and flexible bones, allowing them to squeeze into tight spaces or quickly escape from danger. The Galvan have large, bulbous, eyes with thin lines for pupils. Unlike humans, Galvan eyelids close horizontally and from both sides of the eye. Normal Galvan have green eyes which seems to be a common thing in this universe.

And in the center of the lab stood the First Thinker. The leader of all the Galvan. And he was being approached by one of his assistants. A squid-like alien female known as Myaxx.

Myaxx, at first, looked like a slightly more feminine version of her people's leader, Vilgax. But over time, her appearance changed to look more like that of a human woman having a slender build while also having the coveted hourglass figure that many women would kill for. Not to mention her facial tentacles seem to be moving from her face to her head to act as hair like a human woman has. She wears a set of black and red armor that resembles a leotard, a pair of gauntlets, and thigh high boots.

"Azmuth." she said, gaining the Galvan's attention.

Azmuth, like most of his species, has the bulbous green eyes and amphibious look of the Galvan race. However, his eyes are slightly squinty due to either age or working too much, and he has more wrinkles as well as a set of growth on his face that act like a beard. He wears a green and black tunic that looks more like an aztec toga, and he has armor on his shoulders, wrists and legs.

"What is it Myaxx? I'm trying to think!" Azmuth asked, irritated at his thinking time being interrupted.

But Myaxx didn't let his tone bother her. She has urgent news for him and is intent on delivering them. Whether her boss wants to hear this news or not!

"I have updated information on the break-in last night." She informed.

Azmuth's eyes narrowed as he understood the severity of the situation now.

"Don't pause for suspense, tell me!" he ordered.

"We completed the inventory. Only one item was stolen. Your greatest invention." Myaxx reported.

"The Ultimatrix." Azmuth said gravely.

He pinched where the bridge of his nose would be if he had one, now feeling like something bad was going to happen because of this. Still, he wasn't too concerned, as the Ultimatrix was actually rather unstable, making it unusable to whoever it is that stole it.

"Still, the energy core was incomplete, so there isn't much our thief can do with it. We can always rebuild it." Azmuth said.

"That wasn't all, sir. We have security feeds of the robbery." Myaxx reported as a computer keyboard rose up from the floor. "We know who has it!"

She began typing in the necessary security codes in order to access the security footage. Azmuth turned his attention to a TV screen that lowered from the ceiling as the footage began to play. Azmuth watched in amazement as a shadowy figure that looked oddly like a human expertly avoided the Galvan security patrols and moved swiftly down the halls to the technology vault where he kept the Ultimatrix.

Upon reaching the vault, the screen showed that the Ultimatrix power core was being safeguarded within a field of ever shifting energy. You can tell that one touch, and you're fried crispier than British fish n' chips! Once the shadowy figure inputs the proper clearance codes, the field slowly turns off and fizzles into nothing. This allowed the human to get to the pedestal where a core similar to that of Azmuth's own Omnitrix was resting. The figure picked up the core and seemed to observe it just as the security footage was paused on the back of the humanoid figure.

A humanoid figure that Azmuth knows all too well.

"No…! Not him!" Azmuth mumbled, eyes narrowed in anger and dread.


"ANYONE but HIM!"

As the story continues, the area shifts from Galvan Mark II's lab to an odd bunker of sorts where the floor is littered with the remains of ridiculous amounts of chili fries. And at a work desk, we can see that someone is busy working on something that involves the stolen Ultimatrix core.

The one in question is a teenage boy with a lean build. He has pale skin, red eyes, and lightly tousled silver hair. He wears a black T-Shirt underneath a red jacket with an inverted number '10' on the left side of the chest, red and white sneakers, and a pair of grayish-blue pants. The boy looks to be around fourteen or fifteen years old, but since he knows what he's working with, he's either really smart or he's older than he looks.

The boy took a chili fry from the mess on the table and popped it in his mouth, chewing as he implemented the final step in his construction project. With a loud snap, the Ultimatrix Core was placed into what appears to be a red gauntlet that takes up almost half of the wearer's forearm. Green electricity sparked at the base of the core before the boy turned the dial, causing the hourglass mark on the faceplate to change colors from green to red. Swallowing the food in his mouth, the boy smirked in satisfaction.

"I've done it! I've recreated the power of the Omnitrix! No… I've exceeded it!" the silver haired boy exclaimed.

He activated the Ultimatrix and made small holograms of different aliens appear on the faceplate, all made from red light. The same shade as the boy's eyes and jacket.

"After all this time, I'm but one transformation away from escaping this accursed human body and returning to my own!"

However, as the boy turned the dial and searched through the list of alien DNA, he couldn't find the DNA he was looking for. He cycled through and saw DNA from a Vaxasaurian, a Cerebrocrustacean, a Methanosian, a Sonorosian, an Appoplexian, even an Arachnichimp, but he couldn't find the right DNA for his little plan.

"There's no Galvan in the active list. And the other lists are locked." he said to himself with a growl before adding "There's nothing here but TENNYSON'S aliens!"

"Trouble?" asked a deep voice with a natural growl to it.

The boy, who is apparently a Galvan trapped in a human body, looked to the door of his bunker to a figure hiding in the shadows. He doesn't seem all that worried about the intruder.

"An unexpected setback." he replied before explaining "My new Omnitrix is still linked to the original's database. Ben's human DNA is still the default."

The intruder began to walk down the steps into the bunker, all while staying within the shadows of the entrance.

"And you're still trapped." he quipped.

The humanized Galvan was not amused.

"Only until I get my hands on the original Omnitrix!" he snapped. "I can use it to reset this one. Then I'm cured!"

"You say that as if taking the Omnitrix were a simple task. Admit it, Albedo," said the figure as he stepped out the shadows, revealing himself to be Vilgax.

Vilgax is the same species of Cephalopod beings as Myaxx is, only he's a lot different from the rest of them. He has several tentacles growing from his face to form a beard and his very muscular. His red eyes looked to burn a hole right through your soul, and his glare could probably kill someone if his victim was cowardly enough. He wears a dark blue shirt and has red armor. He has a belt which is attached to the Raygun pocket. He wears dark blue stockings with metallic squares. He has a Ruby Ray of Ulo on his left hand, and a Shield of Ziegel on his whole right arm. He also has two metallic sacs on his head.

"We need each other!" he declared.

"No. I need the Omnitrix, and you want it. That's a bad basis for an alliance." the now named Albedo stated, remaining on the side of caution.

But Vilgax wasn't willing to give up so easily. So, he played his trump card for this conversation.

"I don't want the Omnitrix anymore! I just want to kill Ben Tennyson!"

Hearing this little tidbit made Albedo smirk. Maybe he can work with this. After all, like the old saying goes; the enemy of my enemy is my friend.

Oh, if only he were to know where THIS was going to go.


Meanwhile, on a planet that's very similar to Earth, we can see a young man walking through a forest at a breakneck pace. He seems to be only seventeen years old, and is a little on the underfed side, almost as if he's never had a decent meal in his life. The lad has messy blonde hair and pale tan skin along with ocean blue eyes. He wears a black hoodie, a pair of blue jeans held up by a brown belt, and a pair of white and black sneakers that, for some reason, have the words 'left' and 'right' written on the soles in black marker. Over his hoodie he wears a set of white training armor consisting of a chestplate and a pair of shoulder pads, or pauldrons. To finish off his wardrobe, he has a pair of brown leather gloves on.

This boy is Jaune Arc, the only son of the Arc Family. Seriously, the boy grew up surrounded by seven older sisters who seemed to have made it their self-appointed mission to make his life a living hell. At least before his parents decided to lock him away in his room for the past two years, essentially making him a prisoner in his own house.

You see, the Arcs are a very archaic family thats lineage dates back to the very beginning of Remnant. They're descendants of powerful warriors who became great heroes in their time, and Jaune has made it his goal in life to be just like them since he could barely talk. This is where the problem came in. No matter how hard he trained and no matter what weapon he tried to use, Jaune just seemed to have no real skill in combat. Sure he's got a great mind and can think of strategies that would make the generals of the Atlas Military green with envy, but a strong mind can only get you so far on the field of battle.

As a result, his parents saw him as nothing more than an embarrassment to their family name, and decided to hide him away forever by locking him in his room for the past two years. But after dealing with all of his family's archaic bullshit for all of his life, Jaune finally had enough! He broke out of his room through the window after stealing some armor and made a break for the forest. Though it's infested with the foul creatures of Grimm that plague this world, he figures it's better to be Grimm food than a prisoner in his own home.

If he can even call it a home.

Jaune stopped for a rest against a large oak tree, taking a moment to catch his breath. He's been running nonstop for the past three hours now, hoping to get to Vale where he could meet with someone who could help him with getting into a Huntsman Academy. Once there, he could gain the knowledge and fighting experience he needs in order to become the hero that his now long since deceased grandfather always believed he could be.

'Good ol' Grandpa. You were the only one to ever treat me like family and not like a pest.'

Jaune looked up at the sky with a forlorn expression. He firmly believes that when a person dies their soul rises up to the sky where they live eternally in a land where there is no more negativity. No more of things like hunger, sadness, suffering… just everlasting peace, love, and happiness. And the stars in the night sky are merely representations of the souls of the people who have long since ascended to this heavenly plane of existence.

Jaune's Grandpa, Joseph Arc, once told him that the brightest stars in the sky represent the strongest of warriors who died protecting the people they love. Jaune knows which star belongs to his grandpa, because it formed on the night of his funeral. It was a bright orange star that seemed to light up brighter than any other star in the sky and showered Jaune with an ethereal light that just seemed to give him this feeling of peace and tranquility.

"Grandpa, if you're listening up there, I just want you to know that I'm finally gonna do it! I'm finally gonna become a hero just like you always knew I could be!" Jaune said to the star. "But, uh, if possible… watch out for Mom, Dad, and the sisters for me."

He looked down at the ground, a look of sadness and regret forming on his face.

"Despite our less than stellar relationship, I just can't bring myself to hate them. I know I should probably hate them for their treatment of me. How they seemed to hate me just for being different from the rest of the family. But I just can't. So please… look out for them in my absence, Grandpa." Jaune confessed/requested.

It seems that his grandpa was listening to him, as the star began to glow brighter and sent a small ethereal light to bathe over the lad, causing the boy to smile at the warmth he felt from it.

Feeling as though he's rested enough, Jaune got up from his spot at the base of the tree and began to continue his run to Vale. If he keeps moving at the pace he's going, he should make it there by early morning at the earliest. Evening at the latest.

Little does he know just how much his life is going to change for the better, all because of a single device from beyond the stars. A place where the people of Remnant have yet to be able to explore.


*To Be Continued…*


WHAT! IS! WRONG! WITH! ME?! I JUST CAN'T SEEM TO FOCUS ON A SINGLE STORY BEFORE MOVING ON TO WRITE ANOTHER ONE ANYMORE! NOT FOR LONGER THAN TWO OR THREE CHAPTERS, AT LEAST! IT'S LIKE MY BRAIN IS BEING PLAGUED BY SCENARIOS AND DIFFERENT STORYLINES THAT ARE MEANT TO MAKE MY TIME WRITING DEVOTED TO JUST FILLING MY PROFILE WITH STORIES! (Begins to hit my head against a thick tree) *BANG!* AGH! *BANG!* OOF! *BANG!* OW! *BANG! BANG! BANG!* I'm hurting me! Ugh, anyway, if you guys can answer some questions while I go and get something for my headache, as well as try to solve my problem involving plot bunnies, that would be lovely. So, until next time, may the Force be with you, and have a great day.


Questions for this chapter:

1.) Should I make this a harem fic, or should I make Jaune a one woman guy? Please tell me which girl(s) you'd like Jaune to get with depending on your answer.

2.) Which alien would you like Jaune to unlock first? (I may or may not be using Ben 10 Reboot designs for certain aliens. Like if I use Stinkfly's redesign, I'll make it so that the design is a subspecies of the Lepidopterrans. But I will NOT EVER be using the redesign of Water Hazard! EVER!)

3.) Should I give any other members of the RWBY cast alien powers or make them half alien? If so, what powers would you like them to have, and what alien parent should each member have? (please keep yourself limited to aliens from the Ben 10 continuum.)

4.) Should I give Jaune any of the ultimate forms that Ben had throughout Ultimate Alien? If so, which ones do you guys want me to use?

5.) Do you guys think that I should involve threats from Omniverse in this story such as Khyber and the Nemetrix?

6.) Should I give Jaune the ultimate forms used in Ultimate Alien, or the ones used in Omniverse?

7.) And finally, should I have Jaune give his aliens original names, or should I just stick with the names that Ben gives to his aliens?