And Then There Were...

***And Then There Were...*** is the second episode of *RWBY: Grimm Force*.

## Plot

Mistral, one of the four kingdoms of Remnant, and the capital city of Anima. It was the home of Haven Academy, and an insanely powerful crime organization known as the Spiders running the under city. To most, it certainly didn't seem like the place to vacation.

But that didn't stop Max Tennyson. He was always known as an eccentric, especially in regards to his taste in food. If it weren't for the fact Grimm disappear upon death, he'd likely add them to his daily cuisine. His taste in exploration was equally eccentric. He'd been planning a trip around Remnant's main kingdoms for quite some time now, hoping to take his grandchildren on the trip once their summer break between semesters began. And it was finally time.

A tunnel led into the main city through a mountain. Reaching the end and stepping into the sunlight, Max stretched his arms while taking in the view. He only technically needed to stretch *one* arm, given his right was a prosthetic, but he did it anyway; whether this was a force of habit or another eccentricity in acting like his prosthetic was natural was anyone's guess. He turned back to the tunnel with a smirk.

"Come on, kids! I'm the old one, you should be faster than me."

Out of the tunnel ran two excited kids, younger versions of Ben and Gwen. Ben wore a white shirt with black details overtop a long sleeve green shirt, green shorts, and black shoes overtop his long white sports socks. Gwen wore a two-toned blue shirt with a cat face on the chest, brown shorts, and white shoes.

Following them was a third child, showing far less outward excitement. He appeared like Ben, but with white hair and bright red eyes. He wore a shirt with the same pattern as Ben's, though it was black with red details. He had dark grey jeans and black shoes, and wore a single red glove on his right hand.

Ben and Gwen peered over the railing at the expansive city sprawling across the mountains. Mistral had to use every inch of the land they had.

Gwen turned to Max. "Where are we going first, Grandpa?" Her eyes then lit up as an idea popped into her head. "Oh! Can we go to Haven Academy?!"

Ben turned to her with a disinterested look. "You really wanna make this trip boring on the first day?"

"Hey!" Gwen sneered at him. "If it weren't for the academies, we wouldn't have Huntsmen and Huntresses! And without them, not only would we not be safe, we wouldn't have the Vytal Festival. And I *know* you wouldn't want that."

Ben took a moment to ponder her words. "...Okay, fair enough."

"I've got a tour of Haven booked, but that's for later." Max interjected. "For now, I've got something planned I think you'll *really* enjoy. All three of you."

Max somberly looked at Albedo, silently noting he still wasn't showing much excitement.

On the outer edge of the city stood a tall building with multiple layers, each one smaller than the one below it, almost as if someone took Shade Academy from Vacuo and made it significantly thinner. At the top of the building was an hourglass symbol painted green and black. This was the lab of Azmuth.

It was true that most associated Atlas with great minds and advanced technology, but Azmuth preferred Mistral's dichotomy to the hustle and bustle of the city in the sky. Plus, being in a less scientifically advanced area helped him to study nature and advance this area of society more than he would be able to in Atlas.

Of course, there was an additional factor. Azmuth was a Faunus. Realistically, he could pass as human, given his trait wasn't particularly obvious unless he felt like snatching a fly out of the air with his frog tongue. Mistral wasn't too kind to Faunus, much like most places on Remnant, but he considered it better than Atlas, especially as Haven's Headmaster, Leonardo Lionheart, was also a Faunus, giving the marginalized group a role to look up to.

When the Tennyson's entered the building, they were greeted by a middle aged woman with red eyes. Her "hair" was green, and actually comprised of squid tentacles, denoting her status as a Faunus. She wore a red outfit resembling armor, with spikes on the shoulders and forearms. The outfit had gaps revealing her upper arms and thighs. A black geometric pattern broke up the red of her outfit.

"Greetings, welcome to Galvan Prime Laboratories."

"Hi there." Max said with a smile. "We're here for the tour. Name: Tennyson."

"Yes, we've been expecting you. My name is Myaxx, one of Azmuth's many assistants here. Come, I'll be your tour guide."

Myaxx led the group down the westward hallway. Max, Ben, and Gwen followed. Albedo took a moment, looking around and pondering.

"...Hm."

He then went to catch up with the rest.

Myaxx led the group into an elevator, and pressed the highest number button before the doors closed.

"We'll be going to the top, then working our way back down."

Max cocked an eyebrow. "So then, does that mean..."

"Indeed. You're going to be meeting Azmuth right away."

Ben and Gwen had surprised looks that turned to excited smiles as they turned to each other. Albedo for the most part was still somber, but had a cocked eyebrow similar to Max's.

The elevator eventually stopped, and opened up into a small laboratory with a ceiling that was entirely windows, and a blue slate floor. All kinds of odd inventions decorated the walls... and the floor, too, if necessary.

A large, round suit of power armor. A seemingly normal sword. A black cylindrical object with green circuitry. A trapezoidal creation, also decorated black with green circuits. A cube decorated with circuits, this time blue. A gauntlet-like object colored green with an hourglass at the center top, almost shield-like in shape. A small, elongated object painted green and silver, with the end having four prongs and a green orb in the center.

Azmuth stood up from a chair once the group entered. He was an older man, bald with a long grey mustache and soul patch. He wore black and green robes, with white bandages on his arms. He picked up a golden cane and began walking to the group. His age and short stature made it take a bit longer than intended.

"I see my assistants are still opening these labs to just about anyone."

"Sir, the tours were your idea."

"...My idea? Why would I come up with an idea that would give away my research?"

"Your most important projects are either incomplete or hidden away, sir."

Azmuth pondered a moment then nodded. "I see. In that case, welcome." He spoke to the Tennysons. "I am Azmuth."

Ben cocked his head while looking at the old scientist. He certainly wasn't what he expected.

"What is it, young man?"

"You're a lot shorter than I was imagining."

The sound of Azmuth's cane knocking Ben over the head echoed through the room, followed by Ben tumbling to the floor in pain. For the first time the entire visit, Albedo's somber attitude turned to a snicker, stopping only once Gwen elbowed him.

"OW! What'd you do that for?!"

"You should learn to respect your elders, young man! You aren't particularly tall yourself!"

"I'm a kid, I'm not supposed to be tall!"

Azmuth's cane came down on Ben's head again. "Then that means you're not eating properly!" He turned his attention to Max. "What are you feeding this child? Sheep's tongue? Mealworms?"

"Well, yeah."

This time, Azmuth's cane went for Max's knee, causing him to fall over in pain as well. This caused Albedo's entire demeanor to break, as he loudly laughed at the situation. Once again, it was short lived, as he too met the business end of Azmuth's cane.

"Laughing at other people's misfortunes! What a shameful boy you are!" Azmuth turned his attention to Gwen. "Do *you* have anything you'd like to say, girl?"

"Nope!" Gwen said with a slightly anxious tone. "Nothing at al- OW!"

Gwen had been hit by the cane too by this point.

"Wrong answer! Always question another's actions!"

Azmuth huffed, turning away from the Tennyson's who were now on the ground, rithing in pain.

"These are the types of people I make my inventions for. Maybe I've chosen the wrong career path."

"Sir."

"Ah, yes!" Azmuth snapped his fingers and turned to the family again. "The tour. This room is my primary, personal laboratory within the entire facility. While I do oversee all projects in the building, this is where I spend most of my time. To simplify everything for your more simple minds, consider it all a bunch of scientific nonsense that will only make sense once implemented into society."

"Hm." Gwen and Albedo pondered simultaneously before giving each other a knowing look.

Albedo sauntered over to the trapezoidal object. "Hm." He tapped it gently, noticing that it seemed to jiggle before returning to a solid state. "I see. This is meant to fix physical imperfections in technology, right?"

Azmuth was caught off guard, but cleared his throat. "Well. Yes. Very good."

"On the flip side," Gwen says as she holds up the silver and green rod. "This one disrupts technology."

"...An educated and lucky guess."

Albedo and Gwen both looked at the shield-shaped gauntlet, then spoke simultaneously. "Enhances the natural abilities of whatever or whoever is wearing it."

Both of them proudly looked back at Azmuth, who dwindled their pride instantly. "You two are just a bunch of show offs, aren't you?" He turned to Ben. "And what about you?"

"Um... Uh..." Ben nervously looked around at the remaining objects, then noticed the sword. "....Sword slices things really good?"

Ben shouted in pain as Azmuth's cane was pushed down onto his foot.

"Clearly pigment isn't the only difference between the twins!"

"Sir."

"Right! As you can see, I am rather busy with these projects, and several more I've not revealed to the public. As educational as this has been for all involved, I believe it's time for you to tour the other floors. We have several floors of scientists doing excellent work for you to see."

Azmuth sat down again. As the Tennyson's made their way back to the elevator, Myaxx spoke again.

"Oh, sir. One more thing."

"Yes?" Azmuth said as he took a sip of tea.

"Your wife called earlier."

Azmuth immediately spit his tea out in surprise, coughing some. "Zennith? What is it?"

"It has to do with your father."

Azmuth looked at the black cube with blue circuits, and nodded. "I see. I'll call her back, then."

The kids glanced at one another once in the elevator.

"He has a wife?" Ben asked.

"He has a *living* father?" Gwen inquired.

"Surprising indeed." Albedo coldly commented.

The elevator opened up to the next floor down, and Myaxx led the family down the hall to the next lab. More Frog Faunus, each with varying traits, worked in the room. One of them had a rounded power suit with a teal and black color scheme, using it to help move larger materials. Two more of them worked on a lighting system.

"You put the switch on backwards!" spoke the shorter, rounder one who wore a teal, spandex suit.

"Did not. Up means on." the other answered, being taller and thinner, wearing overalls, albeit with no shirt underneath.

"Up means off!"

"Does not."

"Does too!"

"*These* people are who Azmuth hires?" Albedo grumbled to himself.

"What's all this stuff for?" Max asked while looking around.

"Maintenance area. We have to do the upkeep on the lab at times, and it helps develop new ways to maintain luxuries in other buildings and homes." Myaxx explained.

The group passed through the maintenance lab as the two Frog Faunus continued arguing over the switch. The entered a different lab.

"This is the biology section." Myaxx stated. "Led by..."

"D-D-D-Dr. Psychobos, at your s-service." An elderly man approached. "And I use the term loosely."

Dr. Psychobos was rather thin, and wore a long lavender lab coat that was worn ragged. His shirt was light blue and torn just above his belly button, and his pants were lavender. He, too, was a Faunus, as his arms were crab claws and the purple exoskeleton went further up his arms. His right arm was notably smaller than the left. On his balding head was a grey mechanism with glowing pink lights, and his head had pink circuits tattooed onto it.

*Are all the employees Faunus?" Gwen asked curiously.*

"A-A-Azmuth claims he's a-above the s-s-squabbles of F-Faunus and mankind, b-but h-he isn't i-i-i-ignorant to the struggles."

"Quite the opposite. He passively uses the hiring of Faunus to prove a point." Myaxx elaborated. "Surely the minds of Faunus helping to better society will mend the minds of those unfortunate enough to be against us. In any case, have anything you'd like to show our guests, Doctor?"

Dr. Psychobos smirked. "R-Right this way."

As Dr. Psychobos led them on, Ben curiously looked at him. "What's that thing on your head?"

"A-A stabilizer, young m-man. M-M-My Semblance allows me t-to generate my thoughts as e-electrical i-impulses. S-Sometimes it gets out of h-hand, and I-I use the term loosely."

Dr. Psychobos continued on, and Ben stood back a bit to talk to Gwen. "...*Which* term?" Gwen shrugged.

Albedo followed the group, but Max held him back a bit. "Could I talk to you for a minute?"

The two watched the rest of the group walk off, and Max kneeled down with his hand on Albedo's shoulder. "Are you feeling any better about this trip? I know you weren't too thrilled about it, but-"

"Frankly, no. I've had my pride hurt, and my head from a cane. It hasn't helped me not wanting to join in the first place."

"The alternative was staying with your parents in Beruddoyuri."

"Yes, yes. I don't suppose being alone with them would've been the most exciting experience."

Max chuckled a bit. "I won't force you, but hopefully you'll find some good in this trip at some point, eh?"

"...Some better cuisine would help start that."

"Nonsense!"

"I don't want to eat Mistrali bot flies! I want to eat chili fries! ...Do not mistake my rhyming for a cheery demeanor."

Max laughed a bit more and stood. "Come on, let's catch up with the others."

Max and Albedo found the others, where Dr. Psychobos presented an object similar to the cylindrical one in Azmuth's lab. It had red circuits, and the end had a red symbol with three grey triangles on either side, similar to teeth.

"Th-This is the N-N-Nemetrix. Short for N-Nemesis Matrix. Th-The intention is t-to capture some of the d-d-d-dust particles of a disintegrated G-G-Grimm, and sustain it long enough t-t-to study their n-nature."

"Grimm in captivity don't last long, after all." Myaxx continued. "If we can find a way to study how they work, we might be able to find better ways of eliminating them."

"Are we sure we should eliminate them entirely?" Max questioned. "They're a part of the natural order."

"I don't know that I'd call anything about the Grimm 'natural'." Myaxx commented.

The group came back out through the maintenance area again, Blukic and Driba still arguing over the switch. Another lady walked into the room from the other entrance, holding a large container of various Dust types, with the snowflake logo of the Schnee Dust Company decorating it. She was somewhere between Max and Myaxx in age.

Her hair was a light teal, with dark teal streaks. Her eyes were pink, and she had a pink marking in the center of her forehead; stripes were tattooed onto her face of the same color as the streaks in her hair. A gecko tail matching her hair pattern and color marked her Faunus heritage.

"Xylene," Myaxx started. "A new Dust shipment already?"

"Azmuth and Dr. Psychobos keep busy. I just had to be sure they had more materials on-hand."

Myaxx nodded and Xylene took her leave towards Dr. Psychobos' lab. Blukic and Driba continued arguing over the switch. As they did so, flipping it back and forth, it shot out a zap of lightning, causing the two to stumble. Blukic caught himself on the desk, while Driba fell to the floor right in front of Xylene. She tripped over him, causing the SDC box to fly up into the air.

"Get back!" Max managed to grab Gwen and pull her away in time, but the twins were caught up in the blast caused by the container falling to the ground. The blast knocked several people away as well.

"Look what you did!" Blukic shouted at Driba.

"Me?! If you had just put the switch on correctly, none of this would have happened!"

"Not true!"

"Is so!"

"No, it's not!"

Max turned to the area of impact, seeing the area had gone up in flames. "BEN! ALBEDO!"

Suddenly, the fire seemed to... move. Max and Gwen gasped as they saw a humanoid figure climb out of the flames; the figure itself was ablaze, with rocks covering them.

"G-Grandpa? Gwen? What is it?" The figure said, a pain in its voice.

Another figure stepped from the blast, a blue humanoid with claws and barnacles all over their body. The barnacles had a bright blue core to them, and emitted steam. "Ben... What happened?"

The fiery figure turned to answer, only to fall back while screaming. "WHAT ARE YOU?!"

The blue figure looked up, and screamed as well. "ME?! WHAT ABOUT YOU?!"

The fiery figure looked down, only seeming to now realize the state of their body, which caused more screaming. "I'M ON FIRE!" He attempted to stop, drop, and roll, which didn't do anything to put out his flames.

"HOLD STILL!" The blue figure shouted with his hands out, unintentionally spraying a blast of water at the fiery figure, extinguishing his flames. The fiery figure coughed in response, and didn't take long to light up again.

"WHAT IS HAPPENING?!" The fiery figure shouts, holding his head in his hands.

About an hour later, Albedo and Ben had been put into the medical wing of the lab. They rested on two beds within the same room, with Max and Gwen sitting off to the side. Soon, Azmuth, Myaxx, and Dr. Psychobos entered the room.

"On behalf of Galvan Prime Laboratories, we-" Myaxx started but was soon interrupted.

"What was that like?" Azmuth asked the twins.

"...Wh-What was what like?" Ben asked.

"Your Semblances transforming you, of course."

Albedo and Ben traded glances before the former spoke up. "Our Semblances?"

Azmuth grumbled to himself. "*Yes*, your Semblances. What else would have caused that? Your shared ability is quite remarkable."

"I thought Semblances were unique." Max commented.

"Typically, yes. But genetic Semblances are always similar to some extent. In the case of these two, they seem to be able to transform into some new form when their Aura is exposed to Dust types. It's fascinating, indeed, like nothing I've ever seen."

"As I was saying," Myaxx cleared her throat. "We wish to apologize for the incident."

"Th-Th-The twins sh-should be making a f-full recovery o-once their Aura recharges."

"Right, right, right." Azmuth pondered then turned to the twins. "I'd like to offer parting gifts to the two of you."

"You blow us up then want to give us gifts?" Ben shouted in pain after finishing talking as Azmuth once again caned him.

"Consider it part of the apology!" Azmuth sighed. "I'm not done with them quite yet, but I'd like to gift the both of you devices to help hone your abilities. Two devices based on the design our Nemetrix."

Dr. Psychobos cocked an eyebrow at the wording.

"Once I'm done with them, I'll bring them here. Whether you wish to actually use them is entirely up to you."

Myaxx cleared her throat.

"Yes! Right!" Azmuth pointed his cane at Max, causing the latter to flinch. "Come along! I wish to have a word with you before you leave."

"Oh. Um. Alright."

Myaxx led Azmuth and Max out of the room, while Dr. Psychobos continued checking the vitals of the twins. He scoffed.

"What is it?" Gwen asked.

"'Our' N-Nemetrix. A-As if th-that fool had any w-w-work put into its design. Th-That was m-m-m-my matrix design. H-His Unitrix c-comes from it, t-too. A-And he has th-th-the nerve to call it ours. F-For shame."

Dr. Psychobos blinked.

"...Wh-What an embarrassment. Here I am, a g-g-genius scientist, v-venting m-my frustrations to a few h-human hatchlings. A-And I use the term loosely."

The three grandkids all gave him an annoyed look. He finished checking the vitals and cleared his throat.

"R-Right then. Just as I said. O-Once your Aura replenishes, y-you'll be just f-f-fine."

"Do you use the term loosely?" Ben asked with a flat tone.

"Silence."

Outside the lab, the Tennyson's stepped away, heading towards the city. The twins held a circular pod each. Ben looked down at his, seeing a light green glow inside.

"And that's how I... Do all that." Ben said. Present day, seven years after the fact of the flashback, Ben sat within Glynda's classroom, alone with Ruby.

"Wow..." Ruby said. Her eyes had been wide and starstruck the entire time. She then blinked. "You... Have a brother?"

"Albedo? Yeah. I... Haven't talked to him in a while. We're not that close anymore, or... Ever, really. Not that we ever hated each other or anything, we just didn't click. We're certainly not like how close you and Yang are."

"Do you know where he's at right now?"

"Last I heard, he was trying for a Huntsmen Academy, too. If I had to guess, he might have gone to Atlas. Seems fitting, but it's just a guess. Like I said, I haven't talked to him in a while."

"It wouldn't be too difficult to find him if you wanted to." Ruby shrugged. "Just go wherever people are talking about someone turning into Dust monsters."

Ben chuckled a bit. "Yeah. He would be the only one drawing attention like that. He was a bit more comfortable with using the Semblance later on. I... I don't care much about it."

Ruby's face dropped a bit. "But it's so cool! Do you know how much everyone else would want to be able to just control Dust like that?"

"It's terrifying." Ben clarified. "And it's not painless. The initial transformation hurts, and once it's done, my Aura is completely drained. Someone could easily get a hit by that point. And... It scares other people, too. I don't want to attract more Grimm than what I'm trying to kill."

Ben hugged his shoulders and looked to the side. Ruby, with a concerned look, put a comforting hand onto his shoulder.

"If you stay scared of it, you won't be able to control it better. It's gonna control you, instead."

Ben scoffed with a half smile. "You're starting to sound like Ozpin."

Ruby chuckled some. "It's my third year, I think everyone's picked up on someone else's mannerisms." She stood and stretched. "Do you wanna do one more round of training?"

Ben glanced up at her, then down to the Omnitrix. The green glow of its hourglass reflected in his eyes.

"...Okay. Just *one* more."

He took a deep breath as he smiled up at Ruby, feeling just a bit more confident.

The scene shifted back to Mistral, though still present day. On a balcony overlooking the city stood Albedo.

"Enjoying the view?"

Albedo turned his head back, seeing Haven Academy's headmaster approach.

"Hello, professor. What brings you here?"

"I simply enjoy getting to have one on one conversations with new students. And it's not often those conversations happen with people who have already been here."

Albedo chuckled. "You remembered?"

"Of course." Lionheart smiled. "After your visit to the Academy, Azmuth told me about you and your brother. Quite the tale, that one."

Albedo's apathetic expression soured a bit, but he composed himself. "Yes, I suppose it is."

'I wasn't entirely talking about that meeting anyway,' both of them silently thought.

"What is your brother up to nowadays?"

"Benjamin? We don't speak much. But... I did hear through the grape vine that he's attending Vale's Academy, Beacon. He'll be under Ozpin's watch." Albedo turned his head to the headmaster. "...What does that mean for us?"

Lioneheart adjusted his necktie, then clasped his hands behind his back. "So long as he stays out of the way, it doesn't mean anything for us."

Albedo pondered, and Lionheart exhaled.

"Right, then. It's starting to get late. I would suggest heading back to your dorm soon. Wouldn't want to keep the rest of Team THMZ waiting."

"I'll be there shortly. I just want to... Take in the view a bit more."

Lionheart followed Albedo's gaze, then nodded and took his leave. As Albedo silently looked out over the city once more, the scene also followed his gaze, showing him staring directly at Galvan Prime Laboratories.

## Major Events

* Ben Tennyson tells Ruby Rose the story of him unlocking his Semblance.
* Albedo Tennyson, Max Tennyson, Myaxx, Azmuth, Y-It, Blukic, Driba, Dr. Psychobos, and Xylene debut.
* Heatblast and Water Hazard debut.

### Omnitrix Debuts

* Heatblast
* Water Hazard

## Characters

### Flashback Characters

* Ben Tennyson
* Gwen Tennyson
* Albedo Tennyson *(debut)*
* Max Tennyson *(debut)*
* Myaxx *(debut)*
* Azmuth *(debut)*
* Y-It *(debut; cameo)*
* Blukic *(debut)*
* Driba *(debut)*
* Dr. Psychobos *(debut)*

### Present Day Characters

* Ben Tennyson
* Ruby Rose
* Albedo Tennyson
* Leonardo Lionheart

## Trivia

* This episode primarily pays homage to the first ever *Ben 10* episode, *And Then There Were 10*. Title aside, it displays Ben's initial access to his powers, with Heatblast being his first transformation; the two also have Ben share in his reaction to turning into Heatblast. Max feeding the kids "sheep's tongue and mealworms" also pays homage to the episode.
* Azmuth's lab has the following objects:
	+ Azmuth's power armor
	+ Ascalon
	+ The Unitrix/Eunice
	+ The Helix
	+ The Retaliator Armor
	+ The Potis Altiare
	+ Azmuth's sonic screwdriver
* Ben and Gwen's hometown, Beruddoyuri, pays homage to their town in-canon, Bellwood, using the Japanese translation of it, "Berūddo." The "-yuri" suffix is a common suffix in Anima village names, taking the definition of "village"; it additionally acts as a nod to Ben's voice actor, Yuri Lowenthal.
* Albedo's line, "Do not mistake my rhyming for a cheery demeanor.", is a nod to a line said by Winter Schnee in her *RWBY Chibi* debut.
* Y-It's appearance is in part a tribute to the late Derrick J. Wyatt.