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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"GODZILLA!" The King of the Monsters roared. After he roars, he levels Bagan and Queen Ghidorah with a menacing glare.

"What the-! Impossible!" Queen Ghdidorah gasped.

"How is it that you possessed his DNA?!" Bagan demanded. "Godzilla is dead after he underwent a meltdown during his battle with Destoroyah!"

"Maybe so," Godzilla said. "But remember that Godzilla is a reptilian. So as long as I manage to scan a lizard or reptile DNA, I can always acquire his DNA."

Godzilla then got into a fighting stance. "What'ya say, Baggy? Ghiddy? Round 2?" He taunted.

Bagan and Queen Ghdiroh glared at Godzilla as they prepare themselves to fight.

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Beacon Academy

This could've been our day! Can't you see that!?" Adam yelled at Blake as the two are still locking blades.

Blake pushes Adam away and tries to stand back, saying, "I never wanted this! I wanted equality! I wanted peace!" She then raises her sword, its blade folding into sickle mode, and shoots at Adam, who blocks both bullets with his sword, rendering her attack useless.

"What you want is impossible!" He yelled as he sheathes his sword and backhands Blake across her face, knocking her over. Blake rubs her cheek in pain as Adam approaches her. She looks at him in fear but then he starts talking again. "But I understand because all I want is you, Blake." He says. Blake begins to raise her sickle again, only for him to kick it out of her hand, knocking her over once again. "And as I set out upon this world and deliver the justice mankind so greatly deserves, I will make it my mission to destroy everything you love." Adam added, terrifying Blake.

"Blake!"

"Blake, it's us!"

Two voices draw their attention to one of the broken windows. When they turn to look, they see Yang and Zack outside the cafeteria, the two of them back to back, fighting off some White Fang members.

"Blake! Where are you!?" Yang called out worriedly.

"Hang on...I'll try using Wildmutt." Zack suggests.

Yang looks back at Zack anxiously. "Hurry!" Yang yelled.

Adam looks at Blake to see her terrified expression, then returns his gaze to her friends.

"Starting with them." Adam ominously said. He then draws his sword and stabs it into Blake's abdomen near her left hip, causing her to shriek in pain. The cry catches the two's attention.

"Huh?" Zack said.

"That sounded like–" Yang says and the two turn to see Adam and Blake, with the former pulling his sword from Blake's flesh and turning to face Yang and Zack.

"Blake!" Zack yelled out at the sight of his friend in danger.

"Get away from her!" Yang yelled angrily.

Blake could only reach out helplessly, whispering, "No... please..."

Adam sheathes his sword, smiling. Yang screams, her eyes turning red and a burst of flame erupting from her.

However, her offense is no longer needed as two ice beams went forward and struck Adam, freezing him completely. Yang and Blake turns to see Zack as Ultimate Arctiguana lowering his ice cannons. He sighs as he turn into Diamondhead.

"We should go." The Petrosapien said. Yang lifts Blake up and carries her out of the building. A Creep attacks, but Diamondhead fires crystal shards that kills it as he follows them out.

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In the Beacon vault, the elevator opens up as Ozpin, Jaune, and Pyrrha immediately sprint out of the elevator and down the corridor.

"What is this place?" Jaune asksed as they keep running.

Pyrrha felt reluctant to talk, but considering the situation, she might as well. "It's... a type of vault." Pyrrha replied.

"You've... been here before?" Jaune asked.

Pyrrha looks away from him, instead of replying.

"What would this school need to... hide?" Jaun tried asking, but what he saw next struck him. He sees the Aura transfer machine, stopping in his tracks, gazing wide-eyed at the strange contraption and the comatose girl inside, Amber.

Jaune is confused. What is this? "What? Who?" He tried asking.

Pyrrha could only say, "Jaune..."

Ozpin, however, is in a hurry. "Pyrrha! Get to the po–" He tried saying, until a 'twang' of a bow is heard. But a loud lion-like roar is heard and something being snapped. They turned and see Panuncian with her back turned to them as she growls at a shocked Cinder.

"Emma!" Ozpin, Pyrrha and Jaune shouted.

"Get the girl out of here." Panuncian said as she turns into Terroranchula.

Cinder scoffed. "Do you really thing that pathetic spider form of yours can beat me?"

"On its base form, it may not," Terroranchula began. "But it's Ultimate form might!" She then went Ultimate. She gained four more legs, making it eight in all and gained muscles, increasing her striking strength. Her abdomen gain a 6 feet long stinger and her front legs became scorpion-like pincers. Her face gains four more spikes from her cheeks and her body colro changes into blue.

Cinder, Pyrrha, Ozpin and Jaune are rendered speechless.

"Say hello to Ultimate Terroranchula!" Emma said.

Cinder quickly fired Dust-fused arrows at her. However, Ultimate Terroranchula creates an orange web field that rendered the attacks useless. She fired fire-based ball that homed in, only to be shocked when Ultimate Terroranchula merely flicked them away with her sharp claws on her legs.

"Tsk, tsk." Ultimate Terroranchula clicked her tongue. "You should now not to mess with bugs."

Cinder growl as she summons two swords and clashed against Ultimate Terroranchula's sharp claws.

Meanwhile, Ozpin managed to transfer Amber's Aura into Pyrrha and the three left. Meaning Amber is now dead, but it's better than having her attacker obtain it.

Slowly, Cinder is getting overpowered before blocking two of Ultimate Terroranchula's legs and actually had to put effort into order to block. However, Emma raised her other two legs and knocks Cinder back. The (50%) Fall Maiden jumps away and land, but Ultimate Terroranchula raised her stinger from her abdomen and launch an orange web which traps Cinder and electrocuting Cinder.

She screams in pain as she tries burning it, to no avail.

"You can't burn it." Ultimate Terroranchula said as she shifts back into Emma. "Ultimate Terroranchula's webbing can resists the flames of a Pyronite." She explained as she saw her struggling before ultimately going limp and the electrocution stopped.

Emma sighs before looking up. "I wonder if Jack is doing okay....." She said to herself before turning into Buglizard and crawls away.

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Beacon Academy

Air Buses flew towards Beacon Academy. Professor Port and Doctor Oobleck are there to attend the students and staff.

"That's it, everyone on board!" Port said. "This is a mandatory evacuation!"

"A safe zone has been established in Vale! Please, remain calm, and listen to Atlas personnel!" Oobleck said as he adjusts his glasses.

Weiss stares at what is in front of her, in disbelief. As Emma and Ruby, who returns from fighting Torchwick and Neo, comes running down the path, Zwei's bark alerted her of their presence and she turns around to greet them.

"Weiss!" Ruby said.

"Ruby! Emma!" Weiss said.

"Where's Jack?!" Emma asked. Weiss pointed to the left, causing her and Ruby to look in that direction. And they couldn't believe what they were seeing.

In the city, they saw Jack, as Godzilla, staring down against the two Kaijus: Bagan and Queen Ghidorah.

"He's fighting those things by himself?" Ruby asked in shock.

"There's no way he can handle them both!" Emma shouted as she prepares to go alien and go Ultimate too.

"You're right." The group turned to see Zack walking up next to them. "Because he'll need all the help you can get." He said as he raised his Ultramatrix.

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Jack, as the King of the Monsters Godzilla, faced off against what may be his two strongest opponents to have ever lived, Queen Ghidorah and Bagan. He knew that if he failed again, Bagan might reach his final form and he will be unstoppable.

'Not if I can help it!' Jack/Godzilla thought.

Godzilla stomps forward and fires his Atomic Breath. Queen Ghidorah and Bagan evades by either dodging or flying away. Godzilla roars as he charges at them, with the two doing the same.

Ghidorah swings her two tails as Bagan uses his Slasher Claw Attack. Godzilla manages to block both blows with his arms, though it managed to cause scars. Wasting no time, Godzilla blasts Ghidorah back with his Atomic Breath and swings his tail to Bagan. Bagan ducks under the attack, but is caught off guard as he is blasted by Godzilla's Red Spiral Ray, a more powerful version of the Atomic Breath.

As Queen Ghidorah and Bagan stumbled back, Godzilla charges forward and tackles both Kaijus to the ground, crushing buildings in the process. Bagan recovers quickly and throws another Slasher Claw Attack, striking Godzilla in the face.

"Aauughh!" Godzilla roared in pain, clutching his face as he staggered. This gave Bagan time as he spun in the air, smashing Godzilla in the face first his fist, then with his tail. 

Godzilla quickly recovers, and he narrowly dodged another swipe from Queen Ghidorah's tails. Gritting his teeth, the Kaiju King swung his right fist upwards and caught the Quen of Terror in the chin. Before she could recover from that, he fired a Red Spiral Ray point-blank into her shoulder. He turns to Bagan, only to be struck by his Plasma Beam.

"Give up Andros!" Bagan stated as he and Queen Ghidorah regrouped while Godzilla fell over in pain. "It's two against one! You will never win!"

"Not anymore!" Zack's voice said as a light blue flash caught their attention. Queen Ghidorah turned, only to be struck by an intense blue cosmic beam that cut off her left head. "AUUGGHHH!!" She roared, falling over in pain.

"ULTIMATE WAY BIG!" The Evolved To'kustar boomed.

"Damn you!" Bagan roared, but in his arrogance, he failed to noticed Godzilla rising up and charging at him as he caught Bagan in a tackle, sending the two Kaijus rolling across the battlefield. Godzilla rose up on top and smashed his fists against' Bagan's face and fires a point blank Red Spiral Ray.

Bagan roars in pain and agony as his shoulders charges with electricity as diamonds the size of tanks rained down on Godzilla's body, indicating Diamond Storm. Godzilla lets go in pain before Bagan attacks with his Slasher Claw Attack, striking his opponent in the chest as he pushed Godzilla off him. Godzilla got up and the two Kaijus traded fists and blows.

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Queen Ghidorah attempted to intervene with the battle, only for Ultimate Way Big to catch her off guard. Screaming a battle cry, he uppercuts the Kaiju with his left fist .Queen Ghidorah is knocked into a building. As Ultimate Way Big advances, her left and middle heads fired Gravity Beams that struck him. Zack cries out as he fall on top of a building.

"You should have never came here, boy." Queen Ghidorah spat as she stomps on Ultimate Way Big's chest.

"And let Jack die?! As if!" Ultimate Way Big snarled as he grabs one of her feet and flips her off of him, sending her crashing on the ground. Sh cries out as Ultimate Wayb kept punching her heads.

"I've lost my parents to Dr. Psychobos and the rest! I won't let someone else take anyone else important to me!" Ultimate Way Big said as he throws Queen Ghidorah into a building before summoning cosmic disks and launches it  towards the Queen of Terror. One of the disks slashing at her left head's throat.

Queen Ghidorah gurgled as her left throat filled with blood, then sent Zack flying with a swing of her tails. With her throat wound mostly healed, she launches repeated Gravity Beams unto the Ultimate Way Big, breaking his arm in the process.

Ultimate Way Big screams in pain and lashed out with his good arm, smashing his fist against Queen Ghidorah's purple orbs on her chest. While the dragon Kaiju staggered, the Evolved To'kustar panted as he fell to one knee, exhausted from the fight.

Queen Ghidorah recovers ans sees her chances, she fires a powerful Gravity Beam from her middle head to Ultimate Way Big's fin head, every To'kustars weakness.

"AAAAAAAAAUUUUUGGGGGGGHHHHH!!!" Ultimate Way Big screams as he was paralyzed by the attack before the Kaiju flies in and kicks him in the chest, launching him into a building that collapses on him. He remain still, but is still alive.

"Serves you right boy," Queen Ghdiroah snides as she panted as well. "Might as well enjoy torturing Andros will I still can." She turns and flew towards Godzilla and Bagan's direction.

However, had she been looking over her shoulder, she would've noticed Ultimate Way Big being consumed by a light blue flash and in his is a smaller humanoid figure with a black and white body.

"No....." He spoke with two other voices.

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"AAUUGGGHHH!" Godzilla cried out as he fell to one knee after being blasted by Bagan's Plasma Beam. 

"You're losing Andros." Bagan sneered, looming over Godzilla. Soon after, Queen Ghidorah was by his side, albeit a bit banged up and lost her left head. "After I'm done with you, I will reach my final form and there's nothing you can do to stop me! Not even the King of the Monsters will be a match for me, even with his Burning Form!"

"Maybe so," Godzilla admitted, surprising them both. He then looks at them and grins. "But I have one last trick up my sleeve. And it's something even Burning Godzilla doesn't possessed!"

He slams the MonTrix symbol on his left chest, causing four diagonal spikes to appear as he goes Ultimate.

He grew 10 meters taller, making his total at 110 meters (492 feet) tall and is now over 180 meters (590 feet) long, weighing over 80,000 tons. He had three large, yellow large spikes on his head, cheeks and chin. He had a single rows of pointed yellow spikes coming from the side of his head to the tail, which is tipped with four yellow spikes as well. He has yellow underbelly with a white circle on the middle with diamond-shaped plating from the first set of his abs,which has one yellow spike on each. He has a large yellow spike protruding from each shoulder with two smaller ones from below. Finally, his knees and forearms are covered by silver plating with a white circle on each hand.

"ULTIMATE GODZILLA!" The hyper evolved Kaiju roared. (1)

(Cue - God Eater 2: Rage Burst - Blood Rage (Extended))

https://youtu.be/4XKVKPE9Ffs

He raised his right arm, which cackled with energy before flying forward in a fast rate and punches Bagan in the face.

"AAAUUUGGGGHHH!" Bagan cried out in pain as he staggers back and falling.

"How dare you!" Queen Ghdiorah screeched as she blasts Ultimate Godzilla with her Gravity Beams. However, when she stops, he remained unfazed. "What?! I-Impossible!" She stuttered.

"For you that is." Ultimate Godzilla retorted before his spines cackled with green electricity and launched his Nova Breath, a now even stronger variant of the Red Spiral Ray and Atomic Breath that is colored orange-yellow. The blast struck her right head, destroying it. Queen Ghidorah screams in pain as she staggers with her only remaining head.

A white beam suddenly hits her in the side, making her fall into the ground. Ultimate Godzilla turns to the side to see Zack as Alien X floating, he held up a thumbs up, to which the Celestialsapien nodded.

"Damn you Andros!" Ultimate Godzilla and Alien X turns, only for the for the former to be tackled by the Kaiju as he unleashed his Slasher Claw Attack, which Ultimate Godzilla counters with his Super Punch.

Alien X the grows to the size of the hyper evolved Godzilla before raising his hand to block out the Gravity Beam from Queen Ghidorah, much to her horror.

"Denied. Motion Carried." Alien X said as he fires a powerful intense cosmic beam at Queen Ghidorah. In desperation, she fires one more Gravity Beam, but it was overpowered and struck the Queen of Terror.

"I'm sorry, my dear....." She said as the beam tore through her and exploded.

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"Everything was perfect! My plans nearly succeeded. But like flies, you always interfere!" Bagan roared, trading blows with Ultimate Godzilla.

"Like hell I would let this world fall to your hands!" Ultimate Godzilla snarled as he blocks a punch before using his Super Punch as Bagan uses his Slasher Claw Attack. Both Kaijus are sent skidding back from the other's attack. After skidding, they got up and send death glares to one another.

"It's time we finish this." Bagan said.

"To quote to a an ally of mine;" Ultimate Godzilla said. "One shall stand, one shall fall."

Both ran towards each other and began punching and kicking the other. Ultimate Godzilla throws a left hook straight into Bagan's face, but he counters back by uppercutting the hyper evolved Kaiju King in the chin. The ancient Kaiju nails a nasty headbutt to Ultimate Godzilla, but he attacks back by kneeing Bagan in the gut. Ultimate Godzilla and Bagan threw one more punch into the other. Both punches hit their faces and are sent stagger back. The Kaiju King recovers due to having better durability and shoulder-tackles the ancient Kaiju into a building. 

"ENOUGH!" Bagan is angered and had enough. He headbutts the Kaiju King in the face hard, causing him to lose him grip on him. He then fires his Diamond Storm towards the Kaiju in the chest, causing to to roar in pain as he falls down

Bagan, however, was having none of it and begins unleashing is Plasma Beam and Diamond Storm attacks.

Ultimate Godzilla is getting angrier by the minute and decided to fight back. As Bagan prepares to hit him again with another Diamond Storm, the Kaiju King immediately throws a devastating right hook into the Bagan's face. Bagan roars in pain as he clutched his face. Ultimate Godzilla then fires his Nova Breath, followed by a Super Punch him into a building, causing a huge crater. Bagan throws another Slasher Claw Attack at him, but he catches the fist and judo throws him 10,000 feet away and into the ground before firing another Nova Breath.

Bagan roars as he writhes in pain from the attack. But before he could recover, Ultimate Godzilla made his way and kicks him in the chest, sending himinto a building. The ancient Kaiju then fires a Plasma Beam into Ultimate Godzilla's face. The King of the Monsters roars in pain as he clutched his face before the ancient Kaiju fires his Diamond Storm attack.

Ultimate Godzilla then spins as his tail cackles with green energy before unleashing his Energy Tail attack, which is firing an energy ball to Bagan. It roars in agony as it tried to shield itself from the attack before Godzilla spins and hits his tail to its chest.

Bagan roars in surprise as he's sent tumbling down into the ground before stopping and angrily fires more Plasma Beams to Ultimate Godzilla's chest.

However, the King of the Monsters powers through the pain and blasts an Nova Breath. But Bagan dodges and grapples Godzilla in an effort to push him to the ground. But Ultimate Godzilla narrows his eyes before grabbing Bagan's arms and began to push him back.

Despite being literally being 200,000 tons lighter than Bagan, Godzilla's strength multiples upon going Ultimate.

Bagan is shock as the Kaiju pushes him back despite his best effort before Ultimate Godzilla spins and slaps his tail into the Bagan's face with an Energy Tail attack.

Bagan roars as he fires a Plasma Beam to Godzilla.

Ultimate Godzilla roars in pain as he fell down before the Mega-Kaiju got on top on him and punches Ultimate Godzilla repeatedly in the face.

"DIE! DIE! DIE!" Bagan screamed, punching him some more.

The hyper evolved Kaiju King grits his teeth before firing a powerful Nova Breath to its face. Bagan roars in agony as he clutches his face in pain with one hand.

"Take this!" In a desperate attempt,  Bagan used his Slasher Claw Attack that was aimed.....

..... right for Ultimate Godzilla's MonTrix symbol.

"AAAAUUUGGHHH!!!" Ultimate Godzilla screams in agony as he drops to one knee and placed a hand on where Bagan punched the MonTrix symbol, it was cracked with blue energy cackling around him.

Bagan, despite the heavy damage done to him, let out a pained laugh. "How the mighty have fallen." He taunted.

"Is that so?" Bagan's eyed widened as Ultimate Godzilla was before him before the King of the Monsters grabs him by the head and throws him upwards.

The white circles on his chest and arms began to glow blue with energy "NAVEL BLAST!" Ultimate Godzilla roared as he fires an powerful blue from his chest and amrw with the front taking form of Ultimate Godzilla's head as it hits Bagan and sending him farther and rather into space.

"NOOOOOOOOOOOOOOOOOOOOOO!!!!!!" Bagan screams in pain, anger and horror as he was sent into space with his body cracking with blue energy. "WE WERE DESTINED TO CONQUER THIS WORLD! WE COULD'VE BEEN GODS! WE WERE SUPPOSED TO WIIIIINNN!!!" He finally exploded, the explosion could be seen for miles.

(Stop Music)

Godzilla stopped and he panted in exhaustion.

He and Zack did.

Bagan and QUeen Ghidorah are finally defeated and Remnant is saved.

But before he could so much as roar in victory, he roars in pain as the cracked MonTrix electrocutes him with blue electricity before he was consumed by a white light and his vision faded to black.

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Unknown Data

Ultimate Godzilla

Species: Evolved Kaiju

Abilities: Enhanced strength, enhanced speed, enhanced durability, Super Punch, Nova Breath, Energy Tail and Navel Blast

Weaknesses: Requires large amounts of energy to perform his Navel Blast attack

1. Obviously, Ultimate Godzilla is Super Godzilla