Are You Zs'Skayr'd of the Dark?

***Are You Zs'Skayr'd of the Dark?*** is the fifth episode of *RWBY: Grimm Force*.

## Plot

“Y'know… You're not exactly who I was hoping to talk to.”

A large throne room was seen, made out of dark shades of wood. The white and red banisters of the White Fang decorated the room, and Adam Taurus sat at the throne with an unamused expression. Ilia Amitola stood by his side.

“And what do you mean by that?” Adam questioned the person speaking.

Across from Adam stood the young Princess Attea of the Incursean Empire, located out of Menagerie. To her side stood a much more muscular individual, wearing a similar black and purple outfit to those seen by other Incursean soldiers, though he had a unique aspect to his design which was the pair of purple sunglasses shielding his eyes. She had an equally unamused look as she examined Adam. “You know exactly what I mean. I demand an audience with Sienna Khan.”

Adam and Ilia glanced at one another, and Adam nodded.

“Sienna Khan is no longer with us.” Ilia explained. “She was assassinated by a group of vigilante Huntsmen. Adam leads our people now.”

There was a brief silence across the room. Suddenly, Attea's blank expression turned to a smirk as she began laughing. Adam scowled, half his expression hid behind his White Fang mask.

“What?” He said with an angered tone.

“You expect me to believe that nonsense? Sienna Khan of all people dies to some ambush? Don't insult me. If you're gonna cover up murdering her, at least make it believable.”

Adam stood, angered even more, and gripped the hilt of his weapon. The more muscular man beside Attea drew his weapon as well, a small golden pistol with a green sphere connecting the barrel and handle. Ilia also had drawn her weapon, leaving Attea the only one not to do so as well.

“You walk into my organization and begin throwing around insults and accusations? I think you've misjudged how much your royalty reaches, princess.”

The man kept his weapon aimed at Adam as he gained his own scowl, but Attea put a hand up, prompting him to stand down.

“We both know how unlikely your story is, so cut the crap, Taurus.” She sighed. “I guess you'll have to do, then.”

“For what?”

“For my proposition. The White Fang's been doing some proper good ever since Ghira Belladonna stepped down. And as much as I'm no fan of you, I can't deny your role in making things a bit more… Unfortunate for the humans. To put it simply, you want a war with the humans. I want a war with the humans. We've got a common goal.”

“And why would I want anything to do with your plans after the disrespect you've shown?”

“Funny, implying you deserve respect.” Attea tsk'd. “In any case, you'd be promised our silence regarding the context surrounding Sienna's untimely demise. And, again, we both get our war.”

“If we refuse?”

A loud blast echoed through the room. Smoke bellowed from a singed spot on the wall just behind Adam; the more muscular man with Attea had quickly fired his weapon, intentionally missing the White Fang leader.

“That.” The man said. Though his eyes were obscured, Adam could feel the glare from behind them. It was a similar feeling he had instilled in others with his previous White Fang masks, before the current one showed his right eye.

“...Alright. But you and your army will listen to my plans. I don't take orders. Not anymore.”

Attea shrugged. “Have it your way. Come on, Bullfrag.”

Bullfrag, the muscular man who had been with her, sheathed his pistol and followed her, the two exiting the throne room. Adam sighed, and Ilia turned to him.

“We're actually going through with this?”

“Yes. Salem's plan requires an enormous diversion. I had already figured out a plan for that, but…”

“Having the Incurseans help means less of the White Fang perish.”

“Exactly.” Adam smiled, placing a hand to Ilia's shoulder. “You understand. Our plight runs deeper with us than so many others. There's no one I'd rather have at my side, leading the White Fang.”

Ilia's skin turned red, her spots and hair turning yellow. She pushed Adam's hand off her. “We both know that's not true, Adam. If Blake were here-”

Ilia cried out in pain as she fell to the ground, Adam having knocked the wind out of her with the butt of his sword.

“I told you not to mention the Belladonna girl's name in my presence. Was I not clear?”

Ilia tried to catch her breath, her red and yellow colors changing to green and blue respectively. Tears welled in her eyes, but she held them back. She coughed. “...I-I'm sorry…”

Keeping an apathetic look, Adam reached down, and helped Ilia back to her feet. “Soon enough… We won't need to worry about the Belladonna's.”

Ilia gave him a knowing look as her skin returned to normal.

As Bullfrag and Attea walked down the hall to exit the White Fang hideout, the former pulled out his ringing Scroll, and entered a video chat with Attea's father, Emperor Milleous.

“Hey there, papa.”

“What did I tell you about calling me that, son-in-law of mine?”

“Would you rather me list off all your titles and make us all wait an hour to get to the important stuff?”

Milleous paused. “...'Spose not. Now then, daughter-of-mine.” He addressed Attea. “How did your meeting go?”

Attea was silent for a moment, but a smirk slowly creeped over her face. “It went just fine…”

One of Beacon's airships landed in the Emerald Forest, just outside of a large settlement, one of the few outside the kingdoms to have not yet fallen to the Creatures of Grimm. The side door to the ship opened, and out stepped Teams TRTL and RWBY. Behind them stood Beacon's Professor Peter Port, though he remained on the ship. The two teams turned back to face him as he spoke.

“Keep in mind your two teams have differing assignments. Team TRTL, you are to be the primary source of protection for the village. You will be graded and judged accordingly to your actions. Team RWBY, you will be graded based on your support of the group and mentoring their actions. Do not take first action, this is a test for the rookies.”

Yang snickered while glancing at Rook, who seemed to not understand the implied pun.

“We'll be back to pick you up within the week. And of course, remember-”

“Stay vigilant.” All of Team RWBY said simultaneously, with an unenthusiastic, almost annoyed tone. Clearly, they'd dealt with Port's pre-mission speeches before.

Port scoffed as the door to the airship closed, and the vessel took off, leaving the two teams behind.

Ben sat at a campfire at the north edge of the village. The fire was the only thing lighting the area, as it had since become nighttime. He glanced over as he heard footsteps approaching. Ruby's, specifically.

“You sleepy yet? I can take over if you need me to.”

“No, no. I'm good, thanks. It's my team's mission, remember?”

“Well, yeah, but if you don't rest, you're not gonna be ready if you need to do any real defending.” She smiled as she sat down across from him. “...Are you gonna be ready if it comes to that?”

Ben's expression hardened. He glanced back to the village, seeing only a few people still wandering the streets in the midst of the night.

“...I'm… Not sure. There is a part of me that's used to it, but… Everyone else? It might just attract more Grimm. The rest of your team might even attack me not knowing it's me.” He paused. “...They are still unaware of my Semblance, right?”

Ruby moved two fingers across her lips, making a zipping noise as she did so. “Your secret's safe.”

Ben smiled in response.

Unbeknownst to the two, something seemed to be watching from the treeline nearby.

Yang sat at her own campfire, a tired look in her eyes. While there was no talking going on here, it was far from quiet. Kevin had fallen asleep and was snoring at an obnoxious volume. As he continued doing so, Yang's eye twitched.

“Alright, I've had enough.”

Yang reached over and pinched close Kevin's nose, causing his breathing to stunt. This jolted him awake, and Yang let go as he sat up, attempting to catch his breath.

“What was that about?!”

“It's your shift.”

“I was sleeping!”

“Yep, and now it's my turn.” Yang laid back, resting her hands beneath her head.

Kevin scoffed as he stood up, walking away from Yang. “Whatever.” Yang kept one eye open for a moment, then closed it as she shook her head.

Kevin continued leaving the light of the fire, muttering to himself in a mocking tone. He then stopped as he heard rustling nearby. His eyes narrowed. He put his hand to a nearby tree, using his Semblance to cover his body in the tree's bark.

Scanning the darkness, Kevin remained silent, listening for… Anything, really. A bright red-yellow eye suddenly appeared further into the woods.

It was quiet. Attention wasn't going to be drawn to the area where Blake and Gwen sat, as the two of them were silently reading their own respective books by their campfire. Blake's book was a collection of stories from her Faunus childhood, collected by a ghost writer who used the pseudonym Mother Branta. Gwen read a book entitled “The Monster at the End of this Book.”

And it stayed quiet.

…Yep.

…Very… Very quiet.

…At any point the two could engage in at least some form of conversation. Nothing's stopping them but their own volition to remain as quiet as possible. Perhaps they considered it a tactical advantage to keep the Grimm away from this part of the village. Or maybe this was their way of defying the story they were in by not progressing it in the slightest.

…And it's still quiet.

Nothing but silence. Perhaps they're not actually reading and they simply died in place. That would be quite inconvenient for the story.

“...So.”

Oh thank god, they're alive.

Blake's ear twitched at the sound of Gwen speaking. Her eyes moved over to her, though she kept her head facing the way it already was. Gwen hadn't even looked over as she spoke.

“The Judgement of the Faunus or the Shallow Sea?”

“I'm sorry?”

“Which one do you think is true?” Gwen turned her head with a curious look, glancing at Blake's book.

Blake glanced at the book as well, then properly faced Gwen. “Both. Not in the sense that both origin stories about the Faunus are true, though. No one knows that. But… They're true in warning Faunus children of a world where they're treated as lesser beings.”

A remorseful look came over Gwen's face as she gave an understanding nod. Blake's attention then went to Gwen's book. She didn't even need to ask.

“It could be seen as a forewarning to aspiring Huntsmen and Huntresses. The story is about a constant struggle between leisure and responsibility, especially in way of Grimm or bandits. It's written in a way to be understood by people with other professions and aspirations, too, since the same principle applies.”

Blake nodded. The two entered their infuriating silence again before speaking simultaneously.

“Trade? Oh! Oops.” The two laughed awkwardly before handing their books off to the other.

“You can relax a little bit, you know.”

Weiss sat to the side as she spoke to Rook. He had been standing guard at their position since their mission started.

“We are on a mission and have a job to do.”

“Well, yes, that's true.” Weiss responded. “But for as long as nothing's happening you don't have to be so tense about it. That might just attract the Grimm sooner, if anything.”

Rook sighed as he turned just enough to see her while still having his body turned away. “I would rather be on guard than complacent, Miss Schnee.” There was a hint of venom in his words, which Weiss picked up on.

“What's that supposed to mean?”

“I believe we both know what it means.” Rook's tail curled.

There was a tense silence between the two for a few minutes. Weiss eventually sighed and stood up, making her way to Rook.

“I'm sorry for the problems my family's company has caused for the Faunus. For anything they might have done to you, specifically.”

Rook's eyebrow cocked up, but he returned to his stoic expression, trying to shake off any look of surprise. “Are you intending to mend those things?”

“...That is a very complicated question. Or at least it doesn't have a simple answer.” Weiss answered. “I can't change what's already been done. But I can change where my family name goes from here. My time away from Atlas has caused my father to retract my right to the company, and now it's going to my brother, Whitley. Winter already has prevalence as a military specialist, and I'm going to carve my way as my own Huntress. My father's decisions can't be forgotten, but we can learn from them and move forward.”

Weiss stepped forward, looking up to the sky with a confident look on her face. She then turned back to Rook, chuckling at his once again surprised expression. Her look then turned to something more inquisitive.

“So… What's your plan for improving the world?”

This question caught Rook off guard, as his surprised look changed to confusion, unable to come up with his own answer to this question.

Rustling was heard in the bushes. Yang had been trying to sleep, and was almost there when the rustling began. She scowled and tried to ignore it. And that worked… For all of a minute. With an annoyed grunt, she sat up and glared towards the treeline.

“Kevin!” She called out. “Just because it's your shift doesn't mean you get to make a ton of racket!”

There was no response. Yang's frustrated expression turned of one to confusion as she stood up and slowly walked out.

“...Kevin?”

Becoming uneasy from the lack of a response, Yang readied her arms, both Ember Celica and her prosthetic engaging. Taking a few steps further, Yang suddenly fell back in surprise as Kevin lept from the bushes, his eyes glowing red and yellow.

“Rock. Paper. Scissors. Shoot!”

“DAMNIT!”

“Ha! I win again!”

Ruby had a smug grin on her face, while Ben look discontent. “How do you keep doing that?!”

“It's just a guessing game of probability.” Ruby shrugged. “Maybe if you win one, I'll teach you my secret!”

Ben rolled his eyes in annoyance. “Fine. One more.”

“You said that the last three times.” Ruby chuckled before the two put their hands out again.

“Rock. Paper-”

Their game was cut off as gunshots were heard in the distance, and they immediately jumped up, hearing them coming from the other side of the village. Listening to the gunshots continuing, Ruby's eyes widened, recognizing which weapons they came from. “That's Yang!”

“You've got the speed.” Ben glanced to her. “You go get the others, I'll see what's going on.”

“I've got a better idea.” Ruby turned back to him. “You trust me?”

Ben considered. “I told you my Semblance, didn't I?”

Ruby nodded with a smirk. She took Ben's hand, and activated Petal Burst. The two of them transformed into a flurry of petals, red for Ruby and green for Ben. The swirling mass shot around the village, first picking up Weiss and Rook, bringing in white and blue to the mix. It then shot directly through the village, adding in purple and pink. Upon reaching the camp that Yang and Kevin were at, Ruby deactivated her Semblance, allowing everyone to return to their normal state, with the three members of Team TRTL surprised and dazed from the ordeal.

“Yang! What's going-” Ruby gasped as she saw Yang sparring against Kevin, who had now used his Semblance to become rock. Yang was intentionally pulling her punches, trying not to hurt him as he seemed fully intent on hurting her.

“Kevin!” Ben shouted. “What are you doing?!”

“It's not- AHH!” Yang yelped as she fell back, Kevin having transformed his hand into a sledgehammer. He glanced up at the group, who were shocked to see the state of his eyes. In addition to their glowing, there were also red markings crawling down from his eyes.

“Did he absorb Dust?!” Ben shouted.

“No!” Gwen responded. “Those are Grimm eyes! Something's attached to him!”

“What kind of Grimm can do that?!” Ben shouted back.

“It doesn't matter.” Ruby said confidently. She stepped forward, without unsheathing her weapon, and calmly closed her eyes.

Rook watched her curiously. He then whispered. “What is she doing?”

Blake's ear twitched, just as Rook had intended with his low volume. She chuckled lightly to herself as she whispered back. “Just watch.”

After a few brief moments of silence, which felt like an eternity, especially with the Grimm-infested Kevin lurking ever closer, Ruby's eyes opened up. A bright flash of white light lit up the area. As soon as it appeared, it was gone. The light subsided and retreated back into Ruby's Silver Eyes. Kevin fell back, unconscious, as the Zs'Skayr Grimm emerged from his body. It flew about sporadically, screeching in pain before diving into the ground, using its intangibility to phase right through.

“...Was that…” Gwen trailed off, her eyes filled with wonder.

“...I don't think it's gone.” Ben said in a wary voice.

Yang stood back up, with a readying stance. Weiss activated her Semblance, using a tow of Glyphs to move Kevin's body back towards the group. Rook, Blake, and Ruby readied their weapons, and Gwen also took a fighting stance. Ben hesitantly glanced down to the Omnitrix.

It was silent for a good few minutes. Or at least, that's what a majority of the group thought.

All except Blake.

Her ear twitched, and she quickly turned. “LOOK OUT!”

She had heard the creature returning right before it shot up out of the ground. The Zs'Skayr's chest shot out black and white tentacles that hit Ruby in the back. She staggered and gasped for air, then the Zs'Skayr pulled itself into her.

“RUBY!” Yang called out, too late to properly fight as it had already possessed Ruby.

Ruby's silver eyes were now colored bright red with a yellow center. The corrupted eyes grew from them across her face. Zs'Ruby then moved Crescent Rose about in a jagged, abrupt fashion, which seemed to mimic Ruby's usual fighting method, albeit far less efficiently.

“...Ben.” Gwen said as the group backed away from the possessed Ruby. “Now would be a good time-”

“I don't want to fight her!” Ben interrupted.

“And you do not have to.” Rook interjected. “All you need to do is keep her busy.”

“What in the world are you talking about?!” Weiss questioned, with Blake and Yang having similarly confused expressions.

Ben glanced at them, then turned back to his two still awake teammates. A scowl came over his face, but he reluctantly complied.

“...Fine. But you're responsible for what happens next.”

Gwen and Rook both nodded in agreement.

“Whatever you're planning on, do it quickly!” Yang snapped, glancing angrily at the Grimm possessing her sister.

Ben mimicked Ruby's calming action from earlier, concentrating for a moment with his eyes closed. He then opened them, and reached down to the Omnitrix. Upon selected his desired Dust types, he pressed down on the core, making contact with his Aura. A green light filled the area, similarly to the white light of Ruby's Silver Eyes. The others shielded ther eyes until the light faded. Gwen and Rook were unphased, but the remaining members of Team RWBY were shocked at the sight of Chromastone before them.

“Let's get this over with.” Chromastone headed towards Zs'Ruby, instigating Yang's protective side.

“If you hurt her-”

“I won't hurt her.” Chromastone said. “And she damn sure isn't gonna hurt me.”

Zs'Ruby swung around Crescent Rose lazily, the backside of the scythe head making contact with Chromastone's head. The sound of metal clanging and denting was heard.

“...Okay. Maybe she will hurt me when she sees that.”

The two began a cycle of Chromastone dogding or tanking hits from Zs'Ruby, who continued the lackluster bashing towards him.

“...Sh-She…”

Gwen turned, hearing Kevin's voice as he came to. She kneeled down to him. “Easy, easy.”

Kevin glanced up at the possessed Ruby. “She's in there… You've gotta make her… Do that eye thing again… And it'll leave her.”

“And then we can kill it.” Yang guessed. “...Right?”

Kevin shrugged. “Probably.”

“Any ideas, then?” Weiss interjected.

“I'm open to any!” Chromastone called from his current situation of simply being hit by Ruby.

Rook pondered. “Gwendolyn?”

“Yeah.” Gwen answered, standing up to be with the others. “I'll need to get close, though.”

“Getting Crescent Rose away from her is the first step of that!” Chromastone shouted.

The two cat Faunus immediately readied the grappling hook forms of their weapons, and fired at the scythe. Together, both Rook and Blake managed to pull the weapon away from the girl. Weiss then thrust her own weapon, Myrtenaster, into the ground, forming a black Glyph underneath herself. A matching one formed beneath Zs'Ruby.

“Semblance at least partially handled!”

Gwen then ran towards Zs'Ruby and Chromastone, the latter of which turned to Yang. “When the Grimm's out, fire at me.”

“What?!”

“Just do it!”

Gwen rushed Ruby, and placed her right hand to her forehead. Three of her Charms lit up, and her Aura flashed over her body, beginning to transfer over to Ruby's, fading from pink to red as it went to her. Her possessed eyes flashed between that of the Grimm, and her normal ones. Gwen focused harder, and Ruby panted a bit, before her eyes flashed a bright light again. The Zs'Skayr screeched in a higher pitched fashion than before as it escaped her, its phantom body burning. Gwen caught Ruby as she fainted.

“NOW!”

Yang cocked Ember Celica and fired off a Fire Bullet at Chromastone. It exploded upon impact, but his body was unscathed. A rainbow Aura flashed over his body, and he glared up at the Zs'Skayr.

“...Lights on!”

Chromastone put out his hands, and conducted ultraviolet energy at the Zs'Skayr. The beam made contact, and the creature continued crying out in pain as it disintegrated. Chromastone caught his breath.

“...WHAT IS THAT THING?!”

Chromastone's relief was short lived. He turned about abruptly, as did the others, to see the civilians of the village had gathered. Their attention was solely on Chromastone.

“IT'S A MONSTER!”

“WHAT'S IT DOING HERE!?'

Gwen solemnly glanced back to her transformed cousin. Chromastone was looking away in shame, his fists clenched and shaking. The attention of everyone was then turned to something else. Howling.

“More Grimm.” Weiss commented.

Everyone turned, seeing a large pack of Beowolves approaching.

Chromastone groaned. “We've got a long night ahead of us.”

From afar, the view of the group killing the Zs'Skayr and getting ready for fighting the Beowolves was being watched. Atop a treebranch sat the serial killing Faunus. Tyrian Callows.

“Hmm…” He pondered with a sinister smile, then chuckled lowly. “Our mistress will be pleased indeed.”

He stood up and did a somersault off the tree, making his way back… To her.

Albedo looked across the city of Mistral from a balcony. Decorations and preparations were already being made for the 41st Vytal Festival, despite it being several months away. The kingdoms always made sure they were ready far in advance. He pulled out his scroll, and looked at an image of his brother's Team TRTL.

“She really found herself being paired with that ruffian, hm?”

Albedo glanced to the person speaking, seeing that Michael Morningstar had joined him.

“Still barking up that tree, are we?”

“Are you implying I lose my reasoning and motivation for our little endeavor?”

“If you do that, I won't be the one punishing you.”

Michael hesitated and shuddered. Albedo chuckled some before walking passed him and motioning for him to follow.

“And where are we going now?”

“I'm going to request an audience. …With her.”

Though Albedo continued, Michael paused, a shocked look having come across his face.

Professor Lionheart led Albedo and Michael down a dark corridor, only barely lit up by torches every few feet.

“This had better truly be important, Albedo.” Lionheart commented. “If it turns out a waste of time, the punishment will fall on my head before yours.”

“I can assure you, professor. It will only serve to further our goals.”

A skeptical look crossed Lionheart's face, though he was ahead of them and facing away, so they weren't able to see.

They reached the end of the corridor, which led into a small, circular room. The only thing within the room was a creature known as the Seer. It was a jellyfish-like species of Grimm, with red tentacles ending in white, bony barbs. Its head was like a crystal ball, a yellow mist swirling within it, while small pieces of bone armor surrounded it.

“Your grace.” Lionheart spoke to the Seer.

The yellow mist within the Seer dissipated, revealing Salem on the other side. Arthur Watts and Hazel Rainart stood to either side of her. “Hello, Leonardo. Do you have something to report?”

“Pardon the interruption, ma'am. B-But no.”

Salem's eyes narrowed. “No?”

“I'm not the one who wanted to call this meeting.” Leonardo stepped to the side, and Albedo stepped forward, and bowed.

“Ah. Young Albedo, was it?” Salem examined the boy. “Stand and speak, child.”

Albedo stood, looking into the Seer's vision. “I believe I've determined a means of making our plans easier. I'll need the help of Dr. Watts.”

This, of course, piqued Watts' interest as he cocked an eyebrow. “What exactly did you need, boy?”

“I need you to collect files on all the teams participating in the Vytal Tournament.”

“I beg your pardon?”

“It's important. And you obviously can already get files, like you have on our team.”

“Your single team was of no consequence, thanks to Lionheart, and then you conveyed to us the information regarding your brother's team. But this?” Watts' look turned skeptical. “You're asking me to collect four academies' worth of four years' worth of students.”

“Are you saying you can't?” Albedo challenged him.

“Don't be ridiculous. Of course I can. It will just take a while. I can access Mistral's systems without consequence, but I don't currently have access to the other kingdoms.”

“The Vytal Tournament won't be until autumn.” Salem clarified. “If young Albedo's plan can indeed be of use, then you've plenty of time to get that taken care of, yes?”

“Of course. But we'll need a plan for Vacuo. Cinder is already in Atlas and can grant us access from there, and Roman Torchwick in Vale covers there.” Watts spoke. “We'll still be down a kingdom. Perhaps if Torchwick has additional contacts…”

“If I may,” Hazel finally spoke up. “I could meet with any of these contacts in Vacuo.”

Salem pondered, considering the situation before them. “Information on all of the students will prove useful, but I must ask…” She maintained eye contact with Albedo. “What exactly are you looking for?”

“Specifically? Students with powerful Semblances. Especially ones that can be easily used against them and their friends.”

“And what do you plan to do with that information?”

Albedo's otherwise expressionless face was overcome by a smirk.

## Major Events

* It is revealed that Adam Taurus has become the new leader of the White Fang, having already killed Sienna Khan to take the position.
* Adam Taurus joins forces with Pricess Attea's Incursean empire.
* The rest of Team RWBY learns of Ben Tennyson's Semblance.
* Tyrian Callows successfully gains information on Ben and his team for Salem.

## Characters

* Ben Tennyson
* Rook Blonko
* Gwen Tennyson
* Kevin Levin
* Ruby Rose
* Weiss Schnee
* Blake Belladonna
* Yang Xiao Long
* Peter Port *(debut)*

### Villains

* Adam Taurus
* Ilia Amitola
* Princess Attea *(debut)*
* Bullfrag *(debut)*
* Emperor Milleous *(debut)*
* Tyrian Callows
* Albedo Tennyson
* Arthur Watts
* Hazel Rainart
* Salem

### Grimm

* Zs'Skayr
* Beowolf
* Seer

## Allusions

* Bullfrag referring to Milleous as "papa" is a nod to *The RWBYA Adventures*, in which his transformation counterpart referred to Jacques Schnee as "papa" as well.
* Blake's collection of Faunus stories is a nod to Mother Goose. “Branta” used in the pseudonym of the ghost writer is a genera of birds in the group of geese.
* Gwen's book is a nod to an actual *Ben 10: Ultimate Alien* comic. Gwen's description of the book lines up with the comic's plotline, as the comic was centered around Ben trying to study for school, and constantly being bombarded with his hero business, such as attacks from Kraab and SevenSeven, or more diplomatic situations like an issue with the Lewodans.
* The description of Gwen and Blake's silence was inspired by the Narrator from *The Stanley Parable*, as a means to show how long their silence went on in a more entertaining fashion.
* Chromastone saying “Lights on” is a reference to *Ben 10: Alien Force: Vilgax Attacks*, in which Chromastone would say the same line upon firing a beam of ultraviolet light.
* The use of Beowolves after Zs'Skayr is defeated is a nod to his Loboan minions, the Werewolf and Crujo.

## Trivia

* At one point, "*Are You Zs'Skayr'd of Zs'Dark?*" was considered for the episode title.
* Although his goals in this pursuit are not currently known, Albedo's desire to know of students with powerful Semblances is similar to that of the Crown in the RWBY novels, RWBY: After the Fall and RWBY: Before the Dawn.
* For the third time, Fasttrack was excluded from the episode in favor of someone else. This time was intentional as to make it a bit of a joke, though it happening as such ideally won't happen again.