RWBY 1. A first time for everything

- AN -

I'll... make this brief.

RWBY does not belong to me. I am not a RoosterTeeth employee, as much as I hope to one day be. The four characters in Team KTSN and the before mentioned "young man that talks to himself" are original characters created by me, that I do not give permission to use in your own works without request. Any characters that are not present in any of RWBY's official media were made by me as well, though they shall not be named here lest I ruin the plot for you. I would hope you could tell them apart from the originals yourself.

If you wish to use them, simply ask me. You don't need to pay me, tell me your life story or even spoil the plot for whatever you're writing; you tell me how you want to use them, and if you find my conditions reasonable I'm sure we could reach an agreement.

I am not entirely sure if I'm even obligated to leave this disclaimer in the first place as I couldn't find anything in the rules explicitly stating as such, but I figure it's safer for the sake of keeping everybody (and the law) happy. That said, this disclaimer applies throughout this entire story and I will _**not**_ be posting it every chapter and unintentionally inflating my word count as that's a pet peeve of mine. I intend to earn every word towards my count.  
Welcome aboard, by the way. I am of course open to reviews both positive and negative, any form of feedback and criticism is welcome, though I expect it to abide by the same rules that we're all supposed to, and I intend to, follow.

If you want to try share an idea with me, please send me a message rather than including it in a review.

Also, I cannot promise to update this with any sort of regularity. My muse is a very fickle one, and sometimes I'll be able to churn out multiple chapters a day, sometimes I'll be unable to find the motivation to write for weeks. I do not offer you any specific timeline for my updates because I can't make one. As I edit chapters to fix typos and the like, I'll add changes made to a list at the bottom of my profile.

I hope you enjoy!

* * *

_[Searching... searching... searching...__]_

"We do not have the time for this..." mutters an agitated, but otherwise apathetic voice. The young man it belonged to had his eyes narrowed behind his visor at the scroll connected to the bottom of a large metal bracer on his right arm. Scrolls of today, much like their namesake, folded open and closed by pulling them open from end to end, and unlike their predecessor had transparent digital screens capable of touch interaction that allowed the devices to be used for many things like a portable computer. The display was showing him the progress of a query for the nearest 'dropoff point', the seemingly innocent function having been re-purposed by whatever criminal individual it had belonged to prior to its being... "borrowed" by its new owner.

Relatively hidden in a dark alley, this young man needed to resupply, and his intent was to continue taking what he needed from the criminal underground of Vale City. That strategy had worked for him for the past year and a half; his patience to rely on its continued effectiveness was running out. "At this rate we might have better luck just looking for them ourselves. What do you think Umbra?" He was speaking under his breath quietly enough that you'd have to be practically leaning against him to hear, but the response he got was loud and clear in his head.

_**I do not believe that to be the case. It was only luck that placed us near enough to the first heist to steal this device, if we did not have it we would not have gone near any of the other locations we have seen marked before.**_ This voice was the same as his own, but whenever it spoke it sounded as if it generated intimidating white noise like a growl, and it spoke in an even more apathetic monotone than he did.

Frowning and then nodding to himself, the boy didn't respond. His eyes panned across the inside of his visor quickly so he could ensure he was still alone in the alley. He could see in a 360 degree circle around him thanks to his visor. The visor was mounted to two earpieces he wore each big enough to hide his whole ear, with cameras in the front, back and sides to give him his unique field of view.

Dressed head to toe in all black, only his face was partially visible. He wore a fairly ordinary black t-shirt with short sleeves and black cargo pants, but that was about where anything ordinary about his appearance ended. Both his gauntlets and boots were worn over a tough black material that wore like normal fabric but was reinforced enough to keep the various different plates in the right places and covered him from collarbone to the ends of his fingers and toes. Each hand had a metal cap at each fingertip and three plates layered along the upper finger, one large plate on the back of his hands. The boots were actually three-piece sets that had a full metal boot for his foot, a separate guard for his shins and the back of the leg that locked together and a pair of plates hinged together over his knee, a fin pointed downward on either side of the upper plate to protect the sides of the joint.

His gauntlets were an even more complicated piece. Each forearm had an outer guard that was flat on the top and about an inch thick with five layered plates similarly shaped to his knee guards with straight fins pointed down and back along the forearm to give a wider defense. Each plate could be individually loosened or tightened to remain completely still to reduce the noise he would make while moving or to better brace against a light attack one moment and loose enough to mitigate the impact of a heavy crushing blow by moving with the slack on their hinges. Several useful tools adorned the inside of the forearm with a much more simple removable curved plate, such as the adjustable arms that were currently in use to hold his scroll.

He was kept waiting another two minutes before the display finally stopped repeating the same words to him.

_[Search complete. (2) results matching "dropoff" found.__]_

Letting a huff of air out as a growl, the young man commented, "Finally," before issuing a series of commands with his free left hand. The first result was dated two days previous, but the second was marked... "Tomorrow night? Sooner than expected. Excellent." With that he disengaged the device and walked casually out of the alleyway, just another person walking the streets of Vale City at night. He certainly hadn't just accessed an illegal information network on a stolen, modified and then stolen _again_ device.

Nope. Just another average citizen.

* * *

"Alright _Team RWBY!_ Rise and shine, it's time to get rea-!"

Her piercing loud voice was cut off mid-speech when a hand shot up and covered her mouth, sending her backwards off her feet and onto the bed behind her as it pulled her down.

"Ruby you _need_ to stop waking us up like this!" shouted the owner of the hand, identifying one over-energetic girl struggling to remove the before mentioned hand from her mouth. "I'm getting sick of it! It's unnecessary, it's rude, and we _don't even have classes today!_"

Finally released and given a chance to respond, Ruby shot back to her feet and turned to face her attacker. "I'm sorry Weiss I didn't know it was such a problem I'm just trying to get everyone awake and I didn't pay enough attention to the time so I tried to wake everyone up early and I completely forgot that we weren't going to have classes but I'm really _really_ sorry I won't yell so much anymore at least I'll try not to and-"

"_Ruby!_"

"... Sorry!..."

Ruby sighed and collapsed onto the foot of Weiss' bed, practically ignored by the grumbling heiress. She'd completely forgotten they had the day off! Staring up at her own bed and idly playing with the hem of her uniform's skirt, Ruby decided it was probably for the best anyway, given how hectic the past few days had been. Between the revelation of Blake's past and the big fight between her and the White Fang, and Penny's incredible weapon...

_Penny, I wonder where you are right now? She just disappeared after the others arrived. I hope she's okay..._ Pushing off the bed back to her feet with care to not disturb her partner again, she started gathering a change of clothes – if today was a day off wearing her uniform wasn't necessary after all – and noticed that neither her sister nor the resident Faunus of Team RWBY was present.

With a quick glance at Weiss to make sure she was still asleep she quickly changed out of her uniform and into her usual dress, trying to think of a plan for the day as she did so. _First thing to do would be go find Sis', see what she's up to. She'd be doing something fun on her day off! Oh, or, I could go check on Jaune's team. _

She paused and glanced at Crescent Rose for a long enough moment to contemplate just training on her own to pass the time but quickly wrote that idea off of her mental checklist. They'd have plenty of time to train later, they even trained in half of their classes.

_That's what I'll do._ She nodded to herself as she pulled on her boots. _I'll find Yang, hopefully make sure Blake's doing okay and if they don't want to hang out, I'll just see what Jaune and the others are up to._ Her mind made up and her favorite clothes helping her feel just a bit less awkward, she set out on her own personal mission for the day.

She was going to do normal girl things with her time off just like the rest of her team could, even if it killed her!

* * *

Ruby found her missing teammates outside in the courtyard by the entrance to Beacon, talking about something that had her sister laughing.

Blake's head straightened and turned to look at Ruby briefly before she caught Yang's attention mid-response by nudging her in the shoulder and pointing at their leader. The blonde grinned. "Ruby! Finally awake I see. We were just talking about getting you actually! Is Weiss up yet?"

Ruby shook her head, expression sheepish. "Not anymore. I kind of forgot we didn't have classes and when I woke her up, she wasn't very happy..." Her sister winced.

"Tell me at least you didn't use the whistle this time."

"What?! No! You guys told me to get rid of it so I did!" She only hoped they didn't know that it was still hidden in her stuff, being too sentimental to throw away one of her first leadership tools. The look on Yang's face worried her that she might not be wrong to fear the worst.

"Well that's good. At least she couldn't be _too_ mad then. I'm sure by the time she's done getting her "beauty sleep" she'll be less cranky." Yang replied, rolling her eyes as she made air quotes with her fingers.

A small smile worked its way onto Ruby's face and she relaxed slightly. "You're probably right." The three of them continued wandering aimlessly in silence for a few moments before she tried to spark a conversation. "So what were you two doing out here?"

Yang responded first. "Eh, I just wanted a walk. It was too quiet in the dorm with all of you asleep, but I tend to wake Blake up when I leave anyway." She glanced at her partner. "Guess she decided to come with me, eh?"

The Faunus gave an almost silent laugh as she looked up from the book she'd been reading while they walked. "Well I'm here, so..." She left the sentence hanging and fixed Yang with a look that put a sheepish smile on the blonde's face.

Ruby found their interactions to be funny, and was glad the two of them were still getting along even after finding out about Blake's past. The Faunus girl was still wearing her bow at all times, even around them in private, but if she was starting to willingly hang out with at least Yang then that meant she was starting to like them more and trust them, right? _Right?..._

The day continued like that for awhile, the three of them just walking and talking with a surprisingly vocal Blake filling up a decent part of their conversations. Later they were joined by Weiss and they all went out to town to eat and bring back something for dinner. Ruby barely stopped smiling.

* * *

They'd split into their two pairs by the time dinner came around. Pizzas were good enough cold and none of them had wanted to bother heating anything themselves, so that's what they had brought for the night. Blake narrowed her eyes at her partner as the blonde took another bite of her buffalo half of their pizza.

"So why did you lie to Ruby?"

Yang started to respond, remembered who she was talking to, and held up single finger with her free hand as she chewed the food in her mouth. After she swallowed she responded, "Because it's your own business if you need to get away from us for awhile." She spotted the look on the Faunus' face and interrupted her before she could argue. "And it's my business to make your business my business now that we're partners. Got it?"

One corner of her bow twitched before Blake slowly nodded her head. "That's fair enough, I suppose. Still..." She looked uncomfortable.

"I know it must be a strange concept to ya', but we really do trust you. Even Weiss. You don't need to keep to yourself so much or try to sneak out." Yang winked at the Faunus girl. "Not that I'm going to let you sneak out by yourself, but if you give me time to get ready I might give you permission to go into town."

Momentarily distracted Blake offered a small smile. "'Give me permission'?"

"Yeah! I'm Ruby's sister, so I rank higher than you."

"That logic seems flawed..."

"Well if you want my spot, you're going to have to take it from me!" Yang waited for an argument; when she didn't get one she smirked and nodded. "I thought so."

Blake shook her head in amusement and her smile broadened. This sort of idle banter was something she'd never had the chance to truly appreciate in the White Fang. At first she'd been too young to be part of their smack talk and by the time she was old enough the general mood during idle hours had soured so much that nobody would speak about anything besides the next objective.

It was a lot of the reason she'd developed a liking for reading. Sure, she already liked a good story as much as the next person. But spending so long around such angry faces without any kind of distraction was enough to unnerve her. The hobby had developed originally as a means to deny what was right in front of her.

She was drawn out of that depressing train of thought when she noticed they were back out by the bench near the entrance to Beacon again, a place that they both thought they'd quickly start to see more of if Blake kept up her behavior.

The truth was that she'd been getting restless ever since that night a few days previous when she'd explained everything to her team. Between a new nervousness around her team and all of the memories of the past, it was getting harder and harder for her to keep still. _Classes are going to be bad enough... I'm lucky Yang was so quick to accept this._

Both of them finished their pizza and started to wander again - Ruby's observation that Blake liked tuna a lot hadn't been inaccurate considering that tonight her half of the pizza was covered in the fish - when they noticed the sun was starting to set.

"You ready to head back inside?" Yang asked in a too-calm voice. A twitch in the corner of her lip gave away her attempts to force her face to stay neutral as a smile fought to show itself. _It's so hard not to make any jokes about her ears in conversation! _Her sentence had ended with a nickname that wouldn't make sense in any other context before she realized what she was about to say, and she was determined not to prove the trust Blake placed in her to be misguided. It'd be stupid to let slip that she was a Faunus in public just for a little pun.

Either not noticing or much more likely pretending not to care, the Faunus nodded and they both set off for their dorm.

* * *

Ruby and Weiss meanwhile were already finished with their own pizza. They had fallen into comfortable conversation about whatever crossed their minds, anywhere from the subject of what they thought they'd be like as Huntresses years later to their current topic of music.

As it turned out neither of them liked the band featured on the poster Yang had brought. Both of them were familiar with a band that was simply known by the abbreviation "IDM" and they were eagerly sharing favorite songs and variations of songs after having finally found a common ground between the two of them.

It was that unusually animated conversation that the rest of their team walked in on, both girls laughing as they tried to imagine one of the band members as a Huntsman - the whole band was made of wimps.

"Whoa, what happened while we were gone?" Yang asked with an amused smirk.

Ruby looked at her sister. "What do you mean?" She asked with a smile.

"This!" The blonde motioned around between Ruby and Weiss. "You're not even arguing or anything! Don't get me wrong, it's great, but I can't think of another time you two have had a normal conversation without yelling at each other."

Weiss frowned but didn't speak up, allowing her partner to defend her while she wondered rather or not she deserved being defended. _She's right... all I've been doing since I got here was being difficult with them..._ She didn't want to admit it but her behavior had been abnormally bad with this group of people.

Sure, she was used to being a rich and powerful person and that got to her head more often than her combat instructor liked when Weiss was taught at home. But ever since she'd gotten to Beacon she'd been off the charts, and it was that moment that she realized something.

"I'm sorry..." She began, then noticed that everyone else was already swallowed up in a conversation she hadn't even followed. Just how long had she been lost in thought? _I'll bring it up another time then._ She decided. Until then, Weiss was just going to have to make a conscious effort to actually use all of the manners she'd been taught.

All four girls spent the rest of their night talking about random and mostly unimportant things. Ruby was smiling from ear to ear the whole time, her sister glancing warmly at her every once and awhile just glad to see Ruby coming out of her shell at last.

They all arranged for their separate showers before bed and changed into their night-clothes. Everybody said 'Good night,' and off they went to dreamland. Blake spent a good hour or two reading with the moonlight before she finally could close her eyes and drift off to the same place that had taken her team.

* * *

Weiss woke up slowly, her mind distantly registering that she had to be ready for Ruby to start yelling the moment she sat up. She cracked an eye and didn't see a hint of red at her feet, giving her the confidence to sit up and stretch. When both of her eyes opened fully it was to see something that first panicked her, then made her curious.

Ruby was standing next to their beds holding a cup of coffee. She held it out to her white-haired partner. The heiress raised an eyebrow as she accepted it, offering a hesitant "Good morning?"

"Good morning Weiss." Their leader replied optimistically, if a bit nervous.

Her uncharacteristic worry over how Weiss reacted made the heiress do a double take. She took a sip and noted it had been set up exactly the way she liked it. She could vaguely remember talking to the younger girl about coffee once, so it wasn't too shocking, but she was still surprised the generally air headed girl had remembered. "Thank you, and good morning to you too."

Ruby's smile could have lit up Vale at night. The girl seemed incredibly proud of herself and Weiss shook her head in amusement as Ruby nearly bounced around the room collecting things for class.

With a look around the room Weiss noticed that the others were missing again. "Where did the others go? We actually do have class today." She asked their still delighted leader.

"Oh, they went out for another morning walk! Yang left a note saying she was going to stretch her legs before we had to start anything school-related, and I guess Blake found it first and joined her." She held up the little yellow piece of paper with untidy handwriting on it stating just what she'd said a moment ago. "They should be back any minute, we only have about half an hour before class."

Weiss nodded and took another sip of her coffee before standing up and herself getting ready for the day.

By the time both of them had finished preparing their teammates arrived as predicted, both in uniform and with smiles on their faces. The four together left to head to class.

* * *

After a particularly boring class with one particularly overzealous and over-weight Professor Port, they found themselves in the cafeteria enjoying their compensation; lunch. Team JNPR sat across from them as usual, the group of eight talking with laughter in their voices about a silly mistake in training the previous day that Jaune had made. To his credit, he was laughing with everyone even as he defended himself.

"It could have happened to anyone!" Team JNPR's leader declared with his hands thrown up in the air - his smile not leaving his face.

"Actually," Pyrrha chimed in, "I don't think any of us could have managed to accidentally stick themselves in a split by activating their weapon." Renewed laughter claimed their table as Jaune subconsciously rubbed the insides of his legs where his shield had dug into them.

Their laughter stopped abruptly when they heard a familiar cry of pain. Apparently Cardin still had it in for one shy little Faunus. He and his team were amusing themselves by poking and prodding her again, pulling on her ears and pushing her around.

"This is disgusting. I can't believe none of the faculty have stepped in about this yet." Blake spat out. Her team nodded their heads, agreeing. They turned at the sound of someone pushing their chair back and standing up.

Jaune's face was set in a determined mask as he started to walk towards the bullies, tired of letting this go on uncontested. Much to his surprise though, somebody else had beaten him to the punch. Several people in fact.

There was a crashing noise and suddenly Cardin realized he had been thrown into the table his team normally ate at. Confused, enraged and slightly sore, the leader of Team CRDL stood to face the offender...

... and quickly cowered away subconsciously under the intimidating glare of the larger man. A gentle but firm voice from over the shoulder of the large figure looking down at him speaks up and uses the moment to question Velvet.

"Now what is such a rude group of barbarians doing speaking to such a kind soul as you?" The voice belonged to someone who was just shorter than Cardin, with a more lean body and a white hood up covering his head. He was wearing the standard uniform with a hooded shirt on underneath. A few tufts of lavender hair peaked out from under the front of the hood and from behind his neck.

"Oh, we were just talking with one of our good friends, weren't we Bunny?" Cardin commented, voice sweet and laced with a none-too-subtle warning. The girl nodded her head in agreement as she looked down at her feet, mumbling about how she was used to this and it wasn't much of a big deal.

"I think that's a load of crap!" Barked the tallest member of the group of newcomers, the one currently standing in Cardin's path. This man wore a similar hood as well, though his was black. His hair was slightly longer and seemed black in the shadows of his hood, though it glinted blue in the few spot that light hit it.

Two pairs of red eyes were fixed on Cardin from under those two hoods and the smaller figure slowly made his way over to the leader of Team CRDL. The black hooded man stepped forward and reached out to grab the subject of their gaze but the white hooded figure stopped him while coming to a halt himself, saying, "Now now, Brother, I don't think that's necessary. They were only playing after all. Winchester, is there a reason you were pulling so hard on her ears?"

The rest of Team CRDL had joined their leader as far away from the rabbit-eared girl as they could be, not wanting to be near either of the two additional people that had joined her side and were checking to make sure she was okay.

"Who are those guys?" Jaune finally asked, still standing a few steps from where he'd been eating with the others. Blake was the first to respond.

"Based on their disregard for the dress code and the fact they're still here, I'd guess they're a second year or older team." Everyone else's eyes widened slightly, surprised to see them here so early; none of them had met anybody from an older class yet since they always had class on the days the first year teams had off, and seemed to eat lunch at a different hour.

The team that had come to Velvet's aid had two smaller members on their team, the taller of the two about as tall as Weiss with very pale brown hair that seemed to fade to gray in some lights. Clearly female, her shirt differed from the norm as well, the left shoulder sporting a golden lion's head on a white sleeve, mouth open as if to eat her arm. The right had a bright red nautical star on white as well. She wore a green hood, her eyes a mismatched pair with the right blue and the left green. What others wore as a shirt over an undershirt, she wore as a sleeveless black vest to show off her preferred t-shirt.

And the shorter fourth member of the team was the size of Ruby if not even smaller. She looked to be a girl as well, dirty blonde hair falling to her shoulders neatly in the back, hiding her ears on either side and cut just barely short of covering her golden eyes. The only thing different about their uniform was that they seemed to be wearing the male uniform rather than the female one, but thus she didn't have a hood.

"I don't know who you are, but it seems like a waste of energy to stand up for that _freak_ to me. Especially-!"

Cardin had barely gotten to start his second sentence before a fist had been planted square in the middle of his stomach. The white hooded man had stepped forward and around his brother with alarming speed and precision, his hood suddenly filled with more air and blowing off of his head to reveal a pair of wolf ears the same vibrant lavender as his hair.

"You were doing so well, too. Now you'll stop lying with your mouth and just lie there like the animal you are. A pity nobody around has a cage so we can put you where you belong." The previously calm voice was filled with disgust and sounded downright enraged now. His hair was standing on end slightly in layers of spikes and seemed to cover more of his face than it did before. As he straightened up, he visibly calmed down and his hair seemed to both lay flat again and shorten.

As if nothing had ever happened, he pulled out his scroll and walked calmly back over to Velvet who stared transfixed first at his ears and then his blood red eyes. _Did he have slit pupils just a moment ago?..._ As his team gathered around them, his brother pulling down his hood to reveal a similar pair of dark blue wolf ears and the girl revealing a pair of cat ears under her own, he held the scroll up to her and indicated with his right hand a name visible on the screen: Kitsune.

"Add this team to your contacts, alright? If he or anybody else bothers you again, any of the four of us will be more than glad to help. Really, don't even think about it, if you're uncomfortable just call. None of us mind - we have to stick together, right?" Matching a picture to the name next to it, the Faunus girl nodded at the smiling Kikuno Ookami, leader of Team KTSN.

Closing his scroll and walking away, Kikuno motioned to his team. The other two Faunus and sole Human on the team followed without a word but each flashed a smile to Velvet as they passed.

The entire room save for the quickly fleeing Team CRDL was silent as they allowed what had just happened to sink in. Somewhat predictably, the first person to recover was also the person who knew just the way to break the ice; "Well that just happened." Yang stated, amused.

Abruptly their table started beeping, the tone and pattern indicating a message from Headmaster Ozpin himself. Team RWBY glanced at each other. It was their four scrolls that had gone off. They waved at Team JNPR as they got up, Ruby verbally stumbling over her goodbye to them in her haste to leave with the rest of her team.

By unspoken agreement they had all returned to their room before they thought it was safe to finally open their scrolls and check. Weiss, Blake and Yang only had notifications that stated they should report to their team leader for further instruction, delivered by Ozpin's account. When Ruby opened her scroll she was greeted with the request to watch a video message or delay it until later. She looked around the room and motioned for the others to huddle around behind her to watch as well, and when everyone was settled started the message.

They were greeted by Ozpin's head and upper body. He wasted no time in explaining his reason for interrupting their classes. "You and your team have been selected for their first mission. Your team being chosen was due to your past experience with fighting these particular people; your mission is to intercept a White Fang operation. This is not obligatory."

Several images began to pop up on the screen to Ozpin's left. Most were still photos of a small forest in the city, though one was a spinning three dimensional wire-frame mock-up of the general area.

"We do not know in what force the White Fang will be there, but the police have had trouble dealing with this problem for quite awhile now. The authorities will be on standby to apprehend any criminals left on site at your convenience. You will be delivered and extracted via air."

With that, the message ended and a "_[__Confirm/Deny__]_" prompt popped up. Everyone looked at Ruby expectantly; the girl had a massive grin on her face. "Did you hear that? Ozpin is already giving us a mission! Do you have any idea how awesome I feel right now?!"

Yang laughed aloud and grinned herself. "Yeah, I've gotta admit that it feels pret-ty good! They already want to throw us at a problem? I say we go ahead and fix it!"

Blake seemed both apprehensive and determined. "The White Fang has been going too far. I don't like it, but I can't let the people I used to call my comrades continue to paint such a terrible picture for the Faunus as a whole; they have to be stopped."

After a moment Weiss smirked and put a hand on her hip. "And that doesn't sound like anything we can't handle with _ease._"

Their leader nodded her head in agreement, still smiling as if it were her birthday, the year anniversary of Team RWBY and their graduation day all at once. "Then it's settled!" She almost slammed her finger down on the button to confirm they would take the mission, a timer replacing it with their time to pick-up.

Putting away her scroll and balling up her hand in a fist, she turned to face her team. "We've got three hours to prepare. That gives us plenty of time to check our weapons and supplies, but until then we're excused from classes." She was inwardly proud of herself for remembering that little note about mission procedure. "We'll meet at the front gate half an hour before go-time! I've got something to go take care of, so see you then!"

Somehow Ruby had changed into her combat gear without any of them noticing despite being the center of attention. Yang knew better than to question it but the other two were baffled. Their leader promptly swung Crescent Rose into its position at the small of her back and darted out the door before anybody could even think to ask what she was doing.

* * *

_**Time to go...**_"Right."

Alpha glanced at his visor, and determining that it was safe he took off out of his hiding spot and into the open. He crossed a street and ducked down a rather long alley. His target was at the end of this block, out the back of this alley and in a large park with trees thick enough to hide the small clearing in the middle.

A clearing that was to be the site of the trading of hands of ownership over a large quantity of Dust. Dust, being a powerful energy source as well as a valuable commodity, was useful in many ways to the dark-haired man with the voice in his head.

He made it a point to arrive early, not wanting to leave anything up to chance. It'd be simple; he'd ambush whoever was selling the Dust and take it from them, potentially having to deal with the buyers simultaneously if the seller was smart and wouldn't expose themselves until buyers arrived.

If they were smart. Clearly, they weren't. Two well built men dressed in black suits walked into the clearing carrying a rather large rectangular metal crate. As if that wasn't enough, they left the crate there and walked away, returning minutes later with a second crate before repeating the process until four stacked metal crates of Dust lay between the two somewhat winded men.

_They do not seem to be anywhere near as competent as their spoils would deem them worth. _He smirked. _It does not matter to me, though. If they want to hand me vast amounts of Dust with a smile on their face, I shall not be so arrogant as to deny their gift._

Alpha stood low in his hiding place, a space between several tall bushes that he had been laying under. Taking a few seconds to flex his legs and arms to limber himself up and ensuring the safeties on the two firearms at his thighs were off, he stepped out of the clearing with his hands loosely swinging at his sides.

"Good evening gentlemen. Thank you for delivering this Dust to me in such a timely manner. Your efforts shall not go unrewarded." He continued to walk and observed the tensing of the two men, though neither made any movements to go for a weapon.

He smirked internally. _Either they do not know who their buyer is, which would not surprise me, or they are so unskilled they do not know what to do. _Without hesitation he stepped between the two men and released the two clasps on the top crate. Opening the lid, he moved as if he was peering inside despite him already gazing hungrily at the variety of colored crystals on his visor.

"Excellent." Alpha left that hanging, closing the crate and locking it shut again. He firmly grasped the crate with one hand and lowered it to his feet before inspecting the second crate, repeating this cycle for each crate. Each one had practically more Dust than could fit safely within.

He took a few steps back and nodded to the men, who relaxed slightly, though they didn't seem entirely focused on him. His eyebrows narrowed at this before shooting up his forehead. When Alpha took another look at his visor, he saw another man standing behind him. Maybe these two weren't as stupid as he thought.

"As reward the for your excellent service, I will not cause any permanent damage when I incapacitate you." He said simply and calmly before reaching out and grasping each man by the face, his hands glowing white. The white light spread from his hands to engulf both men's entire torso before he released them, the light abruptly fading.

Red lights now glowing from under his visor over each of his eyes, Alpha slowly turned around to face the Faunus behind him while the two thugs he'd just drained fell like sacks of sand to the ground unconscious. His clothing indicated he was a member of the White Fang, something that didn't even mildly surprise him given they were the ones he had been stealing from.

"I did wonder when the White Fang would take notice of me. I also thought they would send more than one operative."

The brown-haired man glared at him, a pair of dog ears flat against the back of his head and his lip raised as he bared his teeth. "Jimmy had a bad habit of showing up late to all the meetings. We'd gotten used to just sending him the dee'ts and didn't think anything of it when he stopped replying; we all assumed he'd just been talking to one of the others."

His eyes narrowed and he growled out loud at the thief in the center of the clearing. "We only found 'is body a couple weeks ago. When you signed in usin' 'is scroll, we knew you must'a been the one who killed 'im." A knife shot out of each of his sleeves as he swung his arms. Alpha grabbed the weapon at his right thigh and depressed a button on the back of the grip as he spun with the movement of the gun, allowing the thick and bulky rifle to unfold into its blade form as he swung it across the path of his enemy's knives.

Both of them were deflected harmlessly away, fading from existence as the Faunus allowed several more to fall out of his sleeves and into place between his fingers. Alpha let one of his eyebrows travel back up his forehead.

"You can create more of those? How?"

"Nah, I just have a 'ole bunch of 'em."

Alpha nodded in response. He suddenly shot forward, kicking out with his left leg while he swung his blade in a wide arc behind him, pulling the trigger and creating enough force to send him straight up somewhat. He used his new height to plant a second kick with his right leg straight down on his target's left shoulder.

His first attack had been harmlessly blocked by a pair of crossed arms, but the second blow made the Faunus man flinch. Before he could react Alpha had landed behind him and grabbed his skull with his glowing free left hand. The man gritted his teeth against a sudden influx of pain before tossing the whole handful of knives at his feet.

Which proceeded to glow an ominous yellow. Alpha's eyes widened and he threw himself to the left as he pushed his opponent down onto his own weapons, which detonated before they could impale him but still showered him with Dust based lightning.

To his credit, the man barely flinched and showed off a mad spin on the ground reminiscent of breakdancing as he spun and kicked out to get himself back on his feet.

Meanwhile Alpha had only needed to perform a basic cartwheel only made slightly complicated by his sword to avoid the burst. His visor always pointed his vision in a fixed direction up and down pointed North to minimize how disorienting _seeing almost everything around him_ was. A small red outline of a 3D box on the screen indicated where he was physically facing in his wide expanse of vision with a little arrow pointing up from the top of the box and forward from the front. The whole thing would spin and tilt with his head to give him an almost perfectly accurate idea of where he was in real time. So even if he'd still been moving when the next wave of knives came, he would've easily noticed them and reacted. As it was, he was already in his ready stance and waiting.

He easily batted aside the first wave and over-swung towards the ground to plow his weapon into the ground, pulling the trigger again as he did so to blast himself out of the way of the second barrage of knives. Flipping through the air he was surprised he had to swing again to destroy a third wave hidden behind the second. He'd actually missed those ones being thrown. Alpha frowned at that.

This time when he landed, he aligned his blade straight behind him and fired to lunge straight at his foe. As he moved he reached down with his left hand to grab his second weapon, an exact pair to the other one. Holding a different button with his thumb he leveled the rifle at his target and fired, a vent in the back opening to allow the excess energy to harmlessly vent out so he wouldn't kill his forward momentum.

A blast of white energy flew past the Faunus as he dodged, subtly flicking his wrist as he moved several times and forcing Alpha to stray from his straight charge to avoid becoming a pincushion. He began throwing his knifes in trios that wouldn't line up so conveniently for his target.

Such a display of skill with his knives and an ability to adapt didn't go unnoticed by Alpha, who mentally applauded his opponent for being more of a challenge than expected. _But he is still not a match for our power by any stretch._

Alpha flicked the same control on his left rifle to start the process of it unfolding into blade form. The blades themselves were thin and only a foot long, housed entirely in the barrel of the firearm form of the weapon, but that was where his mastery over his special ability kicked in. **_Go!_**

Focusing his energy in preparation he fired both weapons into the ground behind him as he jumped, sending him flying straight up. As he flew he flicked both weapons back into rifle form and leveled them at his target, pulling the triggers at the same time and kicking him even higher in the air. At the apex of his assisted leap Alpha's weapons had both converted back into blade form and were pointed straight up at the sky. He pulled the triggers.

A ridiculous multitude of knifes met him as he descended, but they merely bounced off of him if they didn't miss. "Such meager attacks shall not penetrate my defenses!" He swung both weapons directly at his target half a second from impact. All of the energy he had gathered flowed down his arms along the weapons, coating his blades in white light that lashed out as he swung.

Very little damage was done by the actual impact, but damage wasn't what he had been focused on. It never was with flourishes like that. Alpha smirked, his victory already assured. That little trick, pouring energy through his swords, only had one purpose in this case: to connect him with his target.

Through that connection, he could begin to steal his victim's life-force. And that's exactly what Alpha did. Right blade pointed at the Faunus and a tether of white light connecting them, the Faunus collapsed to his kneels as his energy left him all at once. His vision was dimming and all he could see was the red glowing visor of his opponent.

"How... did you kill... Jimmy?!..." When they had found him, Jimmy was completely uninjured but very much dead. They hadn't been able to find any signs of poisoning or internal damage. It was like he'd dropped dead for no discernible reason, something that by all means didn't seem biologically possible.

Alpha calmly and simply replied, "Like this."

His opponent fought to glare for just a few more moments before being claimed by unconsciousness.

Lowering his weapon to sever the connection before he killed the man, Alpha flicked both of his weapons back to their rifle mode and slipped them into his holsters, the triggers sliding up into the firing mechanism in response to prevent him from blasting his own leg off.

He set about disarming the man, taking any extra Dust and weaponry he could find. A couple dozen knives were added to his arsenal, complete with a handy little pair of flick-and-release bands for his wrists. He didn't wear long sleeves like the Faunus had so he wouldn't surprise his opponents with them, but he could still use the extra distraction. All of the spares were slipped into a pouch at the small of his back the Faunus had designed to match with the bands to easily rearm just by sliding them from the base of the pouch to the top. The bands barely fit on his wrist comfortably with his gauntlets almost in the way.

_This design is impressive. He must have been one of their higher operatives. _Pleased with the spoils of this little raid, he gathered any other means to contain the Dust he came for more easily from the three unconscious men before stuffing his pockets and various pouches with vials from the final chest. After all, Dust in its powdered form was more potent, and thus more valuable.

He was just filling any last spaces he could with spare crystals when he heard an airship flying overhead. Normally he would have assumed it to be something more innocent, but with the knowledge that he was expected, his first assumption was reinforcements. _No matter. I might even be able to steal myself a means of transportation today._

That thought almost put a smile on his face as he watched the airship bring itself within about a dozen meters of the ground before the side opened up and four figures jumped out, landing safely with the aid of various Dust based weapons. The airship left after delivering them which promptly sunk his expression with a frown.

His frown only became more pronounced when he realized who they had sent after him. _They are... they sent a handful of little girls to stop us?..._ That was almost enough to make Alpha feel offended. They took in the area around him, seeing the various scorch marks and tiny craters where projectiles had detonated and observing the unconscious men.

Their eyes all focused simultaneously on the single man left standing. "Who are you?" Asked the girl dressed in red carrying a scythe absurdly larger than her body.

"My name is not of importance. I have taken the Dust I wanted and do not desire any further conflict. I shall leave quietly and peacefully." He began to do just that, calmly turning and walking away. They couldn't know that he was still watching them with his visor, but he figured that it would only reinforce his intent if he seemingly put so much trust in his opponent.

Unfortunately he was disappointed as the one dressed in white lifted a hand, several white glyphs appearing in front of him and preventing his passage. He gazed curiously at them, reaching out to touch one and smirking when it suddenly flickered and vanished, the girl seemingly astonished and exclaiming "What the?!"

"Hey, stop right there!" That was the voice of the one in red again. "That doesn't belong to you. Thank you for stopping these people, but please hand over the Dust. We need to return it to the people it was stolen from."

Alpha slowly shook his head back and forth as he turned to face the four girls. "I do not consider that to be an option. I rather need this Dust to continue operation of my equipment and as a bargaining tool to get other things I desire. Turning it over to the authorities would not benefit me."

"It'd be better than going to jail!" Shouted the blonde-haired girl dressed mostly in yellow, sounding incredulous.

"Please think about this. We don't want to hurt you." That was the one dressed in black and white, wearing a bow. _A bow!_ It was like these people were trying to actively insult him with their lack of protective gear, despite seemingly serious weaponry to back up their claims.

"You should not be worried about harming me." He covered his mouth and coughed lightly before resuming, "I will not be coming out of this fight with injuries." Taking his ready stance yet again that night, Alpha drew both of his weapons and toggled the right one to its blade form. All four of his opponents tensed and fell into their own combat stances in response.

_**Be careful of these four,**_ growled the voice of Umbra in his head. _**There is something abnormal about them. Do not let them get near you.**_ Alpha smirked to himself.

_Oh do not be so concerned, they are just four little girls. I will dispatch them and leave before any more arrive to draw this out further._ With that, he took aim with his left rifle and fired, scattering all four of them. His eyes followed the image of the white-haired girl and he singled her out.

Lunging forward he blasted both weapons behind him to accelerate towards the spot he anticipated his target would stop; he overshot it slightly, but not badly enough that he couldn't still swing and meet her rapier with his, the heavy blow knocking her weapon down and almost out of her hands. He quickly swung again to get an easy win in one.

What he wasn't expecting was for the girl's arm to raise and meet his weapon as if she were unafraid of losing it. What absolutely _astonished_ him was the fact that she didn't. A light shine had covered her arm at the point of impact and she easily brought her weapon back up in the time he stood their stupidly in shock, knocking his sword from his hand and jumping away off of his chest, knocking _him_ to the ground.

Before he had the chance to grab his weapon again he was forced to dodge away from a barrage of fire from the red girl's scythe. _What kind of scythe can fire bullets?!_ Unfortunately he dodged in the direction of the waiting yellow girl. His concentration was still slightly scattered and it wasn't until the last second that he noticed he was about to be punched.

He swung his remaining weapon while it changed shape, forcing the girl to shift from offense to defense if only momentarily and block with the pair of gauntlets she wore. Another surprise for the evening came in the form of her suddenly pressing both arms against his blade harder than he could counter after an explosion of much more literal fire spewed out of each gauntlet.

Alpha barely kept his sword this time, but only by firing and hopping away did he prevent the follow-up attack that was headed his way. It was less unexpected when a small projectile flew out after him which he intercepted with his blade, almost completely ignoring the detonation this time.

The girl advanced on him and continued to air-box at him firing multiple times and keeping him from getting stable footing again between his parrying those slower moving projectiles and continuing to dodge a stream of attacks from the tip of the red girl's scythe. He flicked his free hand to lower a pair of knives into his waiting hand and experimentally threw them at the blonde, not accurately enough to hit her but at least forcing her to give him some space.

If Alpha hadn't totally restored his focus he wouldn't have noticed the black clothed girl in the shadows behind him, but he had his head together and was expecting the unexpected now. He advanced suddenly to force the blonde-haired girl to block again before kicking her away, firing simultaneously to bring himself back around so he could parry the a cleaver being swung at him.

He found himself suddenly dealing with a second of the girl with the cleaver as a second girl popped out from behind the first, using his thick gauntlet to deflect the second weapon. His quick retaliatory uppercut hit the first girl and caused it to vanish, but a replacement was quick to lash out at him.

He glared and growled under his breath, firing his weapon rapidly and spinning with the momentum it generated to rapidly attack the two girls until he struck the original and dispelled the copy again. Alpha barely managed to get out of the way of the blonde's immediately renewed barrage of punches. He tucked into a roll to disengage by dodging past the blonde, springing quickly to his feet and sprinting towards where he dropped his first sword.

Alpha yelled audibly in frustration when a certain scythe nearly took him by the head, forcing him to put his sword in the way to block and making him stagger under the surprising force of the attack. In a series of events he didn't quite commit to memory, he blocked a swift barrage of slashes and blasts before a lapse in attacks opened by throwing more knives gave him the opportunity he needed to throw himself to the side and snatch his second weapon off the ground.

Panting, he gathered himself during the merciful moment that his attackers took formation around him, hesitating in the face of the renewed threat he potentially posed with both weapons. He was surprised to notice he was more out of breath than he'd ever been in a fight before. A few bruises were even forming where he'd failed to brace himself with his special ability to prevent injuries during some of his more exotic dodges.

But he had both of his swords now and it was time for him to go on the offensive. He crouched and braced to lunge forward only for a sudden sharp pain in his chest to force him to stop. Falling to one knee and consumed by a coughing fit, Alpha found himself curiously helpless.

His instinct was to fight it to the last, but he was ridiculously tired, more so than he should be after any fight the length of what he'd just experienced. Normally he could fight without break for at least twenty minutes without slowing down. Either these four were of a surprisingly high caliber he'd not experienced before, or something was wrong. _Or both._

An incredulous thought ran through his head as his weapons slid from his grasp and the lack of air in his lungs combined with his fatigue began to rob him of consciousness. _This is the first time I have lost, and it is to a bunch of little girls. I would not have believed it if I could somehow have warned myself from the future._

"How..." He was consumed by another coughing fit, and only after forcing himself to stop did he continue between breaths. "How are you all... so strong?!..."

_**I tried to warn you.**_ Just before he passed out, a pure panic overtook him as for the first time in his life, he heard Umbra speak to him in a tone of voice that was not his normal one.

Umbra sounded as exhausted as he did. And that terrified him. Then there was nothing.

* * *

When the man seemed to lose consciousness, his coughing stopped. Team RWBY all kept their guard up completely expecting a trick. Ruby approached first. She glanced at Weiss, who nodded and lifted a hand. A blue glyph appeared on the ground and pushed the man slightly into the air. He didn't react. She motioned a few times with Myrtenaster and a set of five white glyphs replaced the blue, one around each wrist, ankle and his stomach.

Suspended upright in the air, he seemed almost peaceful in his sleep.

"What do we do now?" Yang wondered aloud.

"Obviously," Weiss began, "we call the police and have them take these four criminals away, reclaim and return the dust, and we report to Ozpin our successful first mission."

Ruby hesitated. It sounded like what they were _supposed_ to do, but something struck her about the idea. "The way he was talking, it sounded like he really needed this Dust..." She slowly voiced her thoughts. Blake caught on to her train of thought and nodded.

"He seemed nearly desperate actually. And all three of the others here are alive and uninjured. That's not the operating procedure for your average criminal..." The Faunus might be a bit biased to the plight of an underdog, but she was also a very realistic person. "This man didn't seem like your run-of-the-mill criminal, and might have only did what he did out of necessity. Not unlike the past actions of the White Fang." Her voice implied that she was talking about one individual in particular. She seemed to have wisely decided not to talk openly about that in public though.

"Are you insane?! He attacked us! He was here to steal the Dust for himself! He's already attacked at least three other people and who knows how many others before." Weiss crossed her arms and glared at Blake. "He seemed entirely willing to attack us. He almost seemed to _enjoy_ _it._"

Yang chimed in, saying, "He also seemed like he was really sick. Remember how much he was coughing? How out of breath he was while we fought? And come on, can you really say you don't enjoy a good challenge?" Her face lit up with a slightly devilish smile. "I know I was having a good time."

To that, Weiss didn't seem to have a ready response, instead just turning and glaring at the man while she focused on keeping his unmoving body afloat.

Ruby seemed to come to a decision though. "We have no proof that he's a bad person, and I don't feel right about condemning him to face his actions here without knowing his side of the story. We're not the police and we technically stopped him before he could finish doing anything illegal; we have no _proof_ that he attacked these people out of anything other than self defense..."

Both of her other teammates, besides Weiss, all smiled and nodded at her. Yang was especially proud that her little sister was making such difficult choices all on her own, and even showing mercy to someone who moments ago was their enemy.

"I can't believe- this is ridiculous- you're insane-" Weiss stumbled all over her words trying to splutter out a response, but without any real argument she saw she'd been beat. "_Fine!_" She barked indignantly.

Their team leader beamed as she pulled out her scroll and started contacting Beacon. She would wait for their ride home to arrive and get their unconscious adversary on-board before sending for the authorities to come in.

While they waited, they pulled the three other men next to each other and emptied the last guy's pockets of the Dust he had taken, piling it all into an empty chest and leaving it open. They couldn't help but notice that none of the three had weapons on them. It seemed odd, but they hadn't found anything extra on the man they fought so they made a note of it but otherwise dismissed it.

Looking up at the airship they'd arrived on, Weiss guided their extra passenger into the back and they all got on board. Ruby alerted the police to their awaiting gifts and trained Crescent Rose on the three prone figures as they hovered over the clearing. When the authorities arrived, she waved energetically at them before tucking herself into her chair and slamming the door shut.


	2. Captured!

"Excellent work." Ozpin complimented to wrap up their debriefing as he looked Team RWBY up and down. None of them had a scratch on them and each was wearing a satisfied smile. "It's not every day we assign newly formed teams such important jobs. It seems you were up to the challenge though."

Ruby nodded to their Headmaster with a thumbs up. "Team RWBY can handle anything you throw at us!" The man chuckled.

"I'm sure you can. Any further comments?"

Moments away from shaking her head, a thought occurred to her that made her frown slightly. "Actually yeah... last time we saw the White Fang they had way more people around. This time there only looked like there was one."

The headmaster considered the information for a moment. "That's probably important, yes. Good observation. Dismissed." He turned and began to walk away. "Get some well deserved rest. I am going to go greet our..." He glanced over his shoulder and paused, a small smirk working its way onto his face. "... Uninvited guest." With that, Ozpin left the room.

There was a brief moment of silence before their team leader cheered and jumped in the air. "Oh my god that was so _cool!_ He was talking to us like we were a _real team of Huntresses!_" Most of the rest of her gushing and rambling became too excited for the rest of her team to understand and they simply waited it out while trying to get her attention. It was Weiss who finally distracted her.

"Ruby! Let's go! We're going to celebrate with ice cream and we can't do it without you, but if you keep this up too much longer we're sure going to give it a shot!" An amused smile was both heard in her voice and visible on her face. The uncharacteristic enjoyment was what caught Ruby's attention.

She nodded, trying to stop jumping and pressing both arms against her sides so she wouldn't start waving them around again. "Right! Coming!"

* * *

Slowly coming to, a man laying down in bed rubbed his eyes tiredly. This seemed to give him pause and he brought both hands to his temples before feeling around his ears. Whatever he noticed made him sit upright suddenly, chest rising up and down rapidly as he started to panic.

"Where is my visor?..." Alpha wondered out loud under his breath. He looked around the room and got up to his feet silently, the blanket that had been over him piled at the foot of the bed carelessly. His gauntlets and boots were gone as were his newly acquired knives and almost every pouch he wore. The only ones he had left were the ones sewn into his pants, and all of them were empty.

About as empty as the room. It had multiple pieces of equipment he recognized as purely medical in function and not a whole lot else. Several other beds. Various supplies to treat basic wounds but nothing visible that he could do much more than throw at an opponent and hope he hit their eye. Then it _might_ cause them some mild discomfort. Off to his left tucked against the same wall he was laying next to was a door that presumably would lead to a bathroom if the little cartoon man and woman on the sign next to it was any indication.

His weapons were gone and his visor wasn't in the room. Left in his bodysuit, pants and shirt but feeling more naked than he could remember feeling in a long time, Alpha had to force himself to calm down. "Alright... priorities... get any equipment you can find, after arming yourself find the nearest exit as anything else can be replaced in time. I have to get out of here before they find me."

There was a window in the room and outside he could see it was night... and that he was very high up. Something he'd learned was that whatever special abilities he had allowed him to jump from a couple stories up without even winding himself, but given how peculiarly weak he felt right now he decided not to test the outer limits of that particular ability. His exit would be through a door, not a window.

He reached out with his left arm out to try the door and was astonished to find it was unlocked. "Do they really think so little of me?..." A part of him that he didn't realize had been extremely tense relaxed when he heard a reply from Umbra. _**They likely are not leaving us unguarded for long. Be quick.**_ His voice still sounded tired but just hearing the only being he trusted was enough to calm his nerves. Alpha nodded.

Opening the door just a crack - he'd only tried quietly turning the doorknob before - he glanced outside to see a dark corridor, light from the room he was in making a neat line broken by the spot his upper body and head blocked it. He quickly and silently opened the door far enough to slip out before freeing his right hand to hold the other side of the doorknob and releasing the inside, then closed the door and slowly released it.

He paused and gathered energy that was barely there to release a harmless invisible pulse. They weren't close enough for him to visibly see a reaction but he could just barely feel his weapons react to his call.

Both weapons fired a combination of energy that he provided himself and energy release from Dust. The special device that amplified his own energy was specifically attuned to him, and even a very small amount could activate the mechanism that he was feeling for metaphysically now. It was a floor, maybe two below him that he had felt the reaction, so he started quietly walking in that general direction while looking for a staircase.

Occasionally he would send out another pulse to keep his bearings. It took him almost ten painfully long minutes to find the staircase that would take him closer to his target. He was careful to feel his way down the stairs with more sonar-like pulses to ensure he didn't miss somebody above or below him.

So when he rounded a corner to take his last few stairs, he almost gasped aloud when he saw somebody walking in his direction from down the hallway this staircase opened up into. The moment he saw movement he pulled backwards around the corner again and quickly sent out another pulse. Much to his surprise, he couldn't feel anybody down the hallway!

Normally he could sense people and the Grimm by their reaction to his energy, but this person seemed to be an anomaly and he could feel his pulse was not reaching behind this particular individual. _Thinking about it, I do not believe I could feel the presence of any of those four girls earlier, either. What is going on?..._

As the footsteps grew closer he tensed, hoping that he'd get lucky and the person would either be going downstairs or down another hallway off to the side. He let out a quiet breath when he heard the person go below him. They were probably less than five feet apart, and Alpha realized he could finally feel this person. What was peculiar was that he felt like he couldn't 'look away' as it were, his special way of seeing things without his eyes incapable of stopping itself from 'staring' at this person.

But as quickly as he could feel them, they were out of his range again. His face set in a frown, he waited a minute until he could hear no more footsteps before setting off again. It was surprisingly disorienting not being able to see as much as he normally could with either his second sight or his visor. He decided he didn't like the feeling of being so desensitized.

Only by sheer luck was there something to hide behind - a rather large and wide potted plant - when he suddenly felt another person walk into his unusually limited range. He nearly ruined it all right then by freezing up. Instead he half-threw himself towards the back of that plant, but his landing was perfect and kept the plant between them as a Faunus girl rounded the corner and started down his hallway.

It was probably a combination of luck and ignorance that allowed him to stay hidden. She hadn't been looking for him and he was in the shadow of the plant. He knew extremely well how excellent a Faunus' night vision was considering that some portion of him was of Faunus heritage as well; it was an advantage he possessed himself.

He forced his metaphysical bubble out as far from himself as he could, feeling the girl almost twice as far away from him as he could the last person but draining his depleted reserves further in the process. But he could see them now, his weapons in their rifle form glowing through the walls in a way only he could perceive.

Alpha waited only a few more moments before he set off down the last couple hallways to his destination. He was running out of breath trying to force his second sight to stay active and reach further than usual with next to no remaining energy, but he just barely maintained it long enough to find the unmarked room and try the door.

It, too, opened without resistance. _Do these people even know what a lock is?_ Not wanting to push how fortunate he was that his captors seemed not to, he rushed into the room with his arms out of his shirt. He gave one last push with his second sight to make sure nobody else was hidden in the room, though as he turned from the door to observe it he realized how unlikely that was.

He found himself in an almost entirely empty room. Various dressers and wardrobes were piled around the room against walls and each other. His weapons and the rest of his equipment was carelessly left on the nearest flat surface to the door which was a particularly deep dresser.

Instantly he grew suspicious. "Just left them all here? That would be idiotic. This is probably a trap that they already know I have sprung, I have to hurry." He muttered his thought aloud as he gathered his equipment. Everything was still there besides the Dust he had been trying to take which put a frown on his face but wasn't at all surprising.

With a brief check of his weapons he realized that something was missing almost immediately. Cursing to himself he opened a round compartment on one side that was much to his disappointment empty. It wasn't supposed to be. Normally that compartment had a thick disk shaped container filled with powdered Dust to feed his weapons. Its not being there also explained why he had been having so much trouble feeling out his weapons; without their power cores they lost most of their special properties.

"Are you looking for these?" Asked a calm and amused voice from behind. He whirled around and reflexively brought his rifles to bare on the source of the voice, a gray-haired man with glasses holding a cane in one hand and a pair of thick metal disks in the other. A growl worked its way out of his throat as he assessed the situation.

He'd been caught, most likely in a trap that he'd foolishly walked into after further draining himself. Besides the nearby knives he was completely disarmed, the amount of energy required to trigger the change in his weapons to their blade form probably far beyond his reach in his current state and without any Dust to mitigate the cost. A quick glance at the knives and a tiny pulse exclusively in their direction allowed him to sense that there was nothing in them to react to his energy either. That meant whatever Dust they'd had before was removed as well.

Could he get past this man with just a set of completely normal throwing knives and a pair of particularly heavy, bulky clubs? Probably. He wasn't wearing his visor as he'd not had the chance to put it back on yet though he guessed the Dust powering that would have been removed as well. He'd not bothered to put on his holsters either. It was going to hurt his chances to abandon so much of his personalized and expensive gear, but it was infinitely better than being held captive again.

So he simply replied, "Yes," before tossing both of his weapons as hard as he could at the man that had entered the room and quickly reached out for the twin bands of knives. Alpha noted hearing a metallic '_clang!_' sound as he continued his spin with knives in hand.

He freed a pair as he finished coming around only to see the man standing there in the same pose as he'd been before, the only change in the room being that now Alpha's weapons were laying at the man's feet and the man was smirking. "Is that really any way to treat your host?"

Alpha's eyes widened as anger overtook him. Host? _Host?_ As if he himself was merely a guest, and not a prisoner? Such a blatant lie truly enraged him in the half crazed state he was in currently. He threw the knives he'd drawn and in the same motion started to withdraw more, eyes never leaving the man in front of him as he brought up the can he carried to effortlessly bat aside Alpha's knives.

As the door behind him opened Alpha distantly recognized the Faunus girl he had passed in the hall earlier and the Human man as well. His rage consumed what little rational part of him was left and he threw half a dozen knives at the two new people in the room.

None of the three of the man's juniors could follow the rapid twirl of his cane as he rushed forward with unreasonable speed. In fact the man seemed to almost entirely vanish and Alpha suddenly felt a sharp pain at the base of his skull.

"I'm afraid I won't allow you to harm my students." A voice spoke from behind him once more. However he could barely register the words as he fell forward to the ground, eyes closing and consciousness leaving him once more.

* * *

Ozpin gazed critically down at the man he'd incapacitated before sighing and gesturing to Velvet Scarlatina and Jaune Arc to enter the room fully. Both were momentarily stunned by what they saw before they came forward. "Mister Arc, please take this man back to the infirmary. Miss Scarlatina if you would, accompany him and offer him any assistance he needs."

He moved the twin cylinders to the hand with his cane as he gathered the three-piece visor that lay on the dresser. A glance up at the camera hidden in a corner of the room in the ceiling and a nod later, he continued, "I would like the rest of Team JNPR to take any remaining equipment from this man before you leave and bring all of it to my office."

He'd correctly guessed that when Jaune noticed a strange person walking the halls he had called for the rest of his team in addition to informing Ozpin. Pyrrha and Ren both set about removing the boots and gauntlets the man was wearing while Nora held her hammer threateningly just in case. Her smile was a bit more crazed than Velvet was comfortable with and she quickly helped Jaune pick up the disarmed man and followed behind as he was carried away, alert for any sudden attempts at escape.

Though she and Jaune were both dressed in their school uniform Jaune's team was in their full battle gear. Velvet allowed her nervousness to show as she played with the hem of her skirt. It was both comforting and an easy way to give the impression of having her guard down when she was in reality quite ready for the man to attack them.

But they reached the infirmary without incident and deposited the man back in the bed he'd seemingly left. Without any further orders, they stepped out front and awkwardly started conversation as they awaited further instruction.

Thankfully they weren't kept waiting more than a few minutes before Ozpin arrived. He was still carrying the visor and his cane, though the two thick metal disks were gone. "Thank you for your help. You all deserve to get to bed now. Miss Scarlatina, I want you to report to me tomorrow in the morning. You are dismissed from classes."

* * *

Alpha was getting annoyed with his new routine very quickly. As he came to, he took mental inventory of his body. The back of his head was sore which was something new to him. He was familiar with the concept of bruising, but he had never been the one bruised before. His breath was coming to him with difficulty and he had even less energy than he did the previous night.

"Or at least what I can hope was only the previous night..." He grumbled aloud to himself. What he didn't expect was for a timid voice to respond.

"What was that?"

He looked up sharply and fixed the Faunus girl from his memory with a piercing stare. She seemed to completely wither under his gaze and it looked like she was starting to apologize but couldn't get the words out.

That issue temporarily dealt with, he quickly searched the room and noticed all three pieces of his visor were laying on a small table next to the bed he had "slept" the night in. For a moment he just stared at them like he'd stared at the girl. Then it fully registered that it was actually his visor and it was right there, and after he picked up the pieces and experimentally tried to turn everything on, he discovered they had their power sources restored.

Quickly he slipped each earpiece on before connecting the arrow shaped visor between the two pieces. On the inside the visor had a much smoother curve than the jagged outer shape which was purely for aesthetic purposes. As the devices finished starting up and synchronizing, the inside of the visor stayed blank as the sophisticated program that oriented his vision received bits and pieces of required information from the various devices built into the headset. After it finished its setup routine it first engaged the HUD and then gradually lit up the rest of the screen with the completed feed from his multiple cameras.

After having grown used to seeing almost everything at once it took a short time to adjust to normal vision again. Now he had to grow accustomed to having his visor back _on_, which was just another annoyance to add to his list, but ultimately he was just pleased to have at least _something_ from his personalized set of gear back.

Nobody spoke for a good while. The small clock in the upper right corner of the visor's HUD, or heads up display, indicated that it was just past noon and that nobody had spoken for twenty two minutes.

His uncomfortable guard seemed to decide to ruin the excellent streak they had going for them. "Are you alright?"

Alpha took a deep breath to try and control his labored breathing. "I do not know."

The girl seemed to grow worried. "Do you want me to get the nurse?"

He stopped himself just before he growled at her. _**I do not believe she is aware of our position. She seems to be genuinely distressed by our discomfort.**_ This gave him pause. Were they truly keeping their guards unaware of his criminal status? Did they somehow know what he was, and they had given this girl as some sort of offering?

Oddly, the second idea annoyed him even more. _I will not be so easily manipulated._ "Considering the reason I am in such poor health is likely because of some form of poisoning I was introduced to here, I would prefer you not mention how weak I have become to anybody at all."

Her eyes widened and she gaped at him for a moment. "You what!? Oh no, that's terrible! If somebody poisoned you, we need to tell the headmaster immediately!"

Alpha stared at her in a much more docile way, coughing into his hand as he considered her. Of the two of them Umbra was better at reading the true feelings of another person, but even he was getting a sense of the genuine emotion that was being displayed. It baffled him. "Wait. Headmaster? Who is the headmaster? Where am I?"

She seemed confused by the questions. "Headmaster Ozpin. Of Beacon Academy?" Her eyes widened again. "You don't even remember where you are! I'll tell the nurse-"

"Stop."

It was just one word but it froze her in place as if she'd been trapped by a Dust spell. "I did not come here by choice. I did not know where I was until you informed me now. How long have you known I was here?"

The Faunus girl processed what he said and frowned. "It was last night we saw you in the hall. You've been unconscious since then, though I think you must have fallen into a more natural sleep at some point." She turned away. "You must be starving. I'll go get you some food."

She was lying. He felt it. She left the room without him speaking up though, his only response to glare spitefully at her back as she left and hope that she would notice. He suspected that she did not.

* * *

Velvet stood in front of the Headmaster's office with her hand raised and ready to knock on the door, still having a fierce internal debate. It sounded like the person in the infirmary was being held here against his will and that didn't sit well with her at all. She wanted answers. For once she would grow a backbone and get them - no, _take_ them.

She knocked twice on the door rather hard. It was only downhill from here and she knew it, so she desperately clung to the feeling of elation that being so rebelliously rude as to assault such an important person's door had given her. Said door opened and a familiar gray-haired man with glasses met her gaze.

"Hello Miss Scarlatina. I suspect I know why you're here, so I'll excuse you leaving your post."

Inwardly she cringed. She had been so distracted by how upset she was for this man that she forgot that watching over him had been an _official mission!_ Outwardly though, she harnessed that same desire to be rebellious that she'd felt earlier to give her strength. "Ozpin," it helped to be so unofficial with him, "I want to know who that man is."

Giving a weary sigh, Ozpin stepped back to allow Velvet into his office. "Come in, Velvet. I'll explain as well as I can."

She entered and took a seat in front of the desk that Ozpin normally sat behind. Instead of sitting, he walked behind his desk and gazed out the large window behind it. "I can honestly say that we don't know who he is."

He waited a beat for that to sink in. "The night before last, Team RWBY was sent out on a mission and when they returned, the man in the infirmary was with them, bound and unconscious. He's believed to be a criminal as he was trying to steal a rather large amount of Dust. Ruby Rose seemed to decide that for whatever reason, his side of the story was necessary before we could consider allowing him to be punished."

Ozpin turned to glance at the shocked expression on Velvet's face. He met her eyes. "I trust her judgment, but as I told you this morning when I assigned you to watch over him, he is likely a very powerful person and should not be taken lightly despite his apparent weakness."

"He said..." She struggled to get the words out. "He said that he thinks we poisoned him, and that's why he's so weak." Velvet looked him in the eye. "We couldn't have, could we?"

"Considering he hasn't had anything to eat or drink here and we've administered no medical care to him, and considering Team RWBY's fighting style revolves around rather straightforward combat rather than including any sort of toxins, I doubt that's the case. If it was anything we did to him, it would be an injury he received during his fight against Team RWBY to defend the Dust he was stealing. They didn't believe they landed any decisive blows that his Aura wouldn't have protected him from but there's the possibility they could be wrong or he could have an existing injury."

Ozpin shrugged. "There are many factors that we do not know that call his health into question. However I highly doubt any of them are the fault of anybody from Beacon. If you're worried that he's hurt then convince him to allow us to run a few scans to search for injury." Velvet's expression was hardened but he could see the relief in her eyes. "If that is all, I would prefer if you returned to your post."

She nodded quickly and stood up to leave. For a moment she hesitated, but she shook her head to herself and continued on her way, closing the door quietly behind her. Ozpin sighed as he lowered himself into his chair. _I don't understand how anyone could find the motive to bully her. She's so kindhearted that she's more worried about his safety than her own despite him being a criminal and a stranger._

He pulled up his files on Team CRDL and read them over briefly, before calling up Team KTSN's files. _Second year team composed of Kikuno Ookami, Taji Kitsune, Saika Nekomata and Natsu Ookami. I remember them well. I'm surprised it took them this long to step in and defend poor Velvet. _He sighed. _Perhaps they were as hopeful as I was that she'd stand up for herself on her own._

* * *

Velvet frowned slightly when she opened the door to the infirmary. After discovering the true nature of the man she was watching she decided she should probably actually bring some food like she'd promised.

Now she sort of regretted that. Since the jerk had run away. Again.

She quickly entered the room to make sure he wasn't hiding anywhere - he wasn't - and left the plate of bread and beef on the table next to his bed. Determined, she turned and began her search for the _criminal_ she was supposed to be _guarding_.

* * *

It could be argued that a lot of the things that Alpha had done in his life were stupid. Up until now his track record had been perfect, though. He'd taken on every challenge with the same reckless abandon and came out on top each time. All it had taken was four _schoolgirls_ to ruin that streak for him.

And now here he was hiding in a stall in a women's bathroom, waiting for the clock on his HUD to tick all the way to midnight. It wasn't the most glorious of his ideas nor the most outlandish, but it was certainly boring and unnerving.

His earpieces were currently set to filter out any ambient noise and he was laying with his butt and lower back against the closed lid of the toilet and his feet against the door so nobody could see him. He figured the worst case scenario was someone would report a stuck door and it'd be dealt with some time the next day given the standard level of quality he'd noticed in most people that worked low pay jobs.

This left him with hours upon hours to think. If he had truly been poisoned it wasn't anything strong enough to kill him. Its effects were long lasting though, keeping him in a constant state of near exhaustion and repeatedly bringing him to the point of having trouble breathing again.

_What poison would possibly inhibit one's ability to use supernatural powers, though? Is that something that one can even intentionally brew a poison for? Or is it a happy accident in this case?_ The more he thought about it, the more unlikely it seemed that he was truly suffering from any toxins. _So why, then, are we suddenly so weak for the first time in our lives?_

His second sight suddenly alerted him to a presence in the room and he absently followed the person with his mind. They stopped in front of his hiding place and stood there for a good couple of minutes, possibly saying something that he didn't hear with his headset's sound suppression on. Just as he was starting to decide the presence was familiar, they left. He frowned and started running through scenarios in his head.

He still had nearly eight hours until his window of opportunity and he'd attracted attention much earlier than he intended. Whoever it was hadn't tried to force the door open so they knew something was up. Alpha bit back a curse and tested the room in case he hadn't noticed somebody coming or going. Unsurprisingly he hadn't.

Finally getting out of his rather uncomfortable position he re-enabled the audio to his headset and silently stood up. He stretched in place for a moment before opening the stall door as quietly as possible and stepping out into the bathroom. If he'd already aroused suspicion then he'd have to relocate.

Alpha got to the exit and sent out a cursory pulse again. Nothing. He opened the door and immediately slammed it shut again.

Five people were standing in front of the bathroom, the Faunus girl and that blonde Human man from last night as well as three other Humans. All but the Faunus were armed with weapons; she had only armed herself with a glare which he returned with gusto. His chest was starting to burn.

"Out. _Now._" The previously timid Faunus demanded. Her voice was cold and her accomplices looked surprised, but she ignored all of their questioning gazes.

Escape wasn't possible in this situation. Four weapons were trained on him and he was completely unarmed and feeling weaker by the second. He growled and came out, holding back a coughing fit. She walked away without another word and Alpha followed with a sour look on his face.

After they arrived at the room he'd been held in so far, she motioned for the others to leave and opened the door. She pointed inside and with a quick glance at the people walking slowly away with their full attention on him he gave up and just walked. The Faunus followed after him and closed the door behind them.

He got as far as what was essentially his bed before the coughing fit he'd been holding back got the better of him. He barely turned and sat so he could bend over the side of the bed while he held his chest and covered his mouth, waiting out the inexplicable and violent symptoms of whatever was wrong with him.

His guard seemed to be content to sit in a chair on the other side of the room and just keep glaring at him. It took a good few minutes for his coughing to subside, and when it finally did he was left gasping for air.

"Really?" Her voice broke the relative silence after he'd gotten his breathing somewhat under control a few more minutes later. "The girl's bathroom? Are you completely shameless?"

Alpha glared up at her, still bent and now bracing his arms on his legs. "I will admit... that it was not... the best of my ideas." He took a deep breath and forced it out slowly and evenly. "What would you have done differently?" At least now his chest had stopped hurting nearly as much.

"Well for one I wouldn't have hid somewhere people visit all day, and I wouldn't have violated so many people's privacy!"

His expression turned more curious than anything. _She is still telling the truth. The only lie she has told me was about going to get food._ He had noticed as he'd come in that there was food waiting next to 'his' bed. _ I suppose she changed her mind after the fact and actually got food. Yet she is still acting completely different. How would she gain my trust by acting so aggressively?_

After some consideration he worded his reply as a question. "Would you consider the privacy of others while you were fleeing for your life?"

She bit her lip and her large rabbit ears sagged down. "So it's true, then. You really are a criminal."

Something about the whole charade was really starting to annoy him. "Do you truly believe me to be so stupid? Did you honestly believe you could play the part of the sympathetic? I do not know what you are trying to accomplish but-"

"Your name."

He paused and stared at her incredulously. "They sent you for a name? Fine. I do not have one, but as it was my designation I answer to 'Alpha.' Will that be all?"

She turned away, motioning at the food that presumably she had brought. She crossed her arms and said nothing else.

Alpha continued to stare at her back while he tried to sort out what had just happened. _What the hell? What kind of interrogation is this? Regardless of rather or not they know who I am, my designation could not possibly matter. What good does it do them to confirm the obvious?_ His eyes focused on the plate of food and narrowed slightly.

"If you wish for me to eat, you will take a bite of whatever is provided. You will stay in this room and if something separate is provided for you, enough of it should be prepared so I may consume a serving of it as well." When she turned to glare at him incredulously much the same way he had to her a moment ago, his eyes narrowed in return. "Anything wrong or right with either of our provisions, we shall share."

Her expression turned angry and she seemed to be beyond words for a moment. Only a moment. "I can't _believe_ you! Fine! There's nothing wrong with it, but if you want to be paranoid then I'll humor you!" She stood and stomped her way to the table next to him. The bread and beef were both already sliced vertically since she thought it probably wouldn't have been a good idea to bring sharp utensils close to somebody that was supposedly dangerous.

She took a slice of beef from approximately the middle of the pile and the two middle pieces of bread, put the slice between them and started eating the sandwich cold. Internally she was groaning at the taste of the cold meat but she'd found an odd determination to win against this man going by the name of Alpha.

It was fairly awkward for her to eat while being stared at for so long. She was used to being picked on or ignored completely, but someone simply observing her made her nervous. He waited until after she finished eating and showed no signs of any symptoms before nodding and picking up the plate. Of what was there, she'd eaten maybe a fifth leaving him with plenty.

His stomach began to ache and he finally accepted how hungry he was after going at least two days without eating. Glaring briefly at the food as if in the event that it really _was_ poisoned that would make it hesitate to damage him, he made several sandwiches and started eating.

In the amount of time it had taken her to eat one, Alpha had finished the plate. She'd been staring intently at him to try and make him feel awkward, too, but she was forced to look away because to be honest it was making her a little sick. With him done, she turned around again and observed him. He was already laying down and facing the wall, so lying with his back turned to her.

He seemed to already be asleep. Over the next several hours, twice she used her scroll to contact the leader of Team KTSN. The messages explained what she was doing and asked for help figuring out what to do differently. Their responses had been detailed - they had also almost entirely consisted of different ways to bind him to the bed, a chair, or almost anything in the room that was tall and had legs, including if need be herself. It was informative but ultimately only helped to entertain her.

One of the unforeseen benefits was a surprise visit around dinner time a couple hours later. Kikuno had arrived with two bowls of salad filled with various different sweet fruits and vegetables and Velvet beamed up at him as she accepted her bowl and thanked him.

The lavender-haired Faunus narrowed his eyes at the prone figure on the bed briefly before he gave a questioning look to the only other person in the room, who shrugged. "I think he's awake. If you could just leave the bowl on his table, that'd be perfect." He nodded and did just that. A plastic fork for each of them seemed the safest option so they wouldn't have to eat with their hands.

"Thanks again!" Velvet called cheerfully to him as he left, the older Faunus pausing in the doorway and turning to her.

"Any time, Velvet. We told you that and we meant it. Just don't ask my brother for little favors like this - he gets cranky if he's asked to do anything boring." He rolled his eyes and closed the door behind him.

She was left smiling by the encounter. When she turned to face Alpha it became apparent that he was, in fact, awake. His hand was held out towards her with a sample of each different thing he'd found in the salad. She gave another internal groan and took the offered food, eating each with him sitting upright against the wall and staring at her again.

"Now yours." He'd only been saying it as a reminder and didn't realize it himself, but the tone of voice and the force behind it made it sound like a command. She bristled at that and froze in the middle of reaching for her bowl facing away from him. It took her a few seconds to nod and pick up the bowl. She walked over and started picking out one of each different food just like he'd done, handing them to him as she went. He popped each in his mouth with the same lack of enthusiasm as the last.

With their little ritual complete they both began to eat their salads. It was probably the closest thing to a pleasant silence Velvet could remember experiencing with the strange man.

* * *

Alpha awoke feeling slightly better than he had for the last couple days. Between the food, rest and lack of any more coughing fits he'd especially progressed last night. His eyes opened and he quickly pressed a button on the right earpiece to turn the whole system back on. Normally he would sleep with it on, but he had decided the need to conserve power was stronger than the need to guard himself from a group of people that had all proven to be able to cripple him thus far.

He was surprised to notice that the Faunus girl - Velvet, did the visitor yesterday call her? - was missing and instead in the further corner of the room from him on the right side of the door stood the man he had deduced was the previously mentioned 'Headmaster Ozpin' holding a mug.

But he said nothing as he sat up and turned his head to stare at the man. It was something he noticed unnerved people, staring straight at them. He would use that even though physically turning his head in this situation was pointless.

"Hello again. I believe we've gotten off on the wrong foot."

Alpha frowned slightly. "You struck me in the back of the head with a metal cane hard enough to knock me out and have held me captive here for no discernible reason."

"And you threw deadly bladed weapons at my students. I suppose that makes us about even."

They both studied each other for a moment. "You would be the Headmaster here at this 'Beacon Academy', then?"

The man nodded. "That's correct. My name is Ozpin." Silence reigned for a moment before he raised an amused eyebrow. "Aren't you going to tell me yours?

"You have almost certainly already heard it from the Faunus guard you assigned."

Ozpin pulled a chair over from nearby and sat upon it in his corner, crossing one leg over the other. "Humor me."

Alpha growled quietly. "As I informed her, I do not have a name. The sole place I have resided that required me to have a form of identification assigned me 'Alpha', so that shall suffice."

The gray-haired man's other eyebrow rose to meet its pair, then both relaxed back to a neutral position. "Alright, Alpha. If you don't mind me asking," his tone was amused and indicated he didn't _really_ care if the captive minded, "I was wondering if you would tell me what you were doing the night Team RWBY found and apprehended you."

"That seems rather obvious. My supplies have been running low so I intercepted an illegal meeting to allow Dust to trade hands and attempted successfully to take some of it for myself." His eyes narrowed angrily at Ozpin. "I do not know what makes these girls so powerful, but it is unlike anything I have ever experienced. They demanded I hand over the Dust I had stolen and to escape, I attempted to incapacitate them."

He motioned around the room. "I was not successful."

Ozpin nodded, an amused smile on his face the whole time. "Tell me something Alpha: do you know what Huntsman and Huntresses are?"

"They are individuals trained to combat the Grimm for profit." Was Alpha's monotone response.

"Correct. And do you know what makes them so powerful?"

This time, it took a beat for him to form an answer. "I would assume it is the advanced training and equipment they receive to befit them their title."

The gray-haired man nodded again, but more slowly. "That _is _part of it, yes. But an equally large part of what makes them so capable of fighting the Grimm is their Aura. Do you know what an Aura is?"

Alpha stared at his Ozpin for nearly half a minute in silence, then slowly shook his head. "I do not." This seemed to amuse the Headmaster even more.

"Every living being has an Aura, but only Humans and Faunus can naturally learn to use theirs. The purpose of some other learning facilities such as Signal Academy is to help somebody learn to unlock and use their Aura effectively. Here at Beacon, those who already have experience are honed to a finer point and are taught as much as we can to help them survive on the field. Students are divided into teams of four for multiple reasons including safety and to give those with leadership qualities early experience making difficult decisions."

He paused for a moment to allow that information to sink in before continuing, "Aura grants people special perks in the form of a heightened ability to sense threats and defense against attacks. Everybody's Aura is different, and there are specific things that certain individuals can do that others cannot, such as being able to use their Aura with Dust as a catalyst to use magic, or any number of other unique traits."

_So in theory, if what he is telling me is true and if it was assumed that I have unlocked my Aura, that would explain why we have never been injured before and possibly could be the source of our ability to see things with just our energy. It would also mean the name of the energy we have so much of is 'Aura'. _Alpha nodded before asking his own question.

"How powerful is a Grimm's Aura, then?"

The bespectacled man smiled slightly at that as if it were a question he heard very often. "The Grimm do not have souls, and without a soul they can't have an Aura. They are the desire to destroy personified; if they had the same powers as we did, I fear we may never have learned to defend ourselves adequately against them." He gave that a moment to sink in before asking, "Do you have any other questions?"

Ozpin took his "guest's" silence as his cue to go on. "If I had to guess why you've been so weak, I would put my money on your Aura being abnormally low. This would cover the exhaustion I've seen you poorly cover up whenever I observe you. It doesn't explain your trouble breathing, however. Not unless you're truly exhausted." He gestured to the silent man with a polite nod. "If that _is_ the case, to be so unhealthy as to have the sorts of violent coughing fits you've been having would mean that right now as we speak you would be running almost entirely without any remaining Aura."

He leaned forward and propped his elbows on his legs, brow lowering in concentration. "But what I don't understand is how you could still be in the same condition days later. I've never seen someone need more than a few hours between battles or at worst a good night's sleep to recover their Aura completely. You've had that, and yet here we are."

Alpha didn't respond. His mind was racing as he simultaneously debated the authenticity of the information he was receiving and lined up many of the unanswered questions he still had about himself and his powers. _Unnatural durability due to our own energies protecting us, using my weaponry as an extension of ourselves to channel that same energy into an attack, additional abilities on an individual basis... _

A familiar and welcome voice intruded on his thoughts. _**It does seem to be a rather accurate assessment of our abilities. I cannot sense any ill intent from him. Either he is an extremely proficient liar or he is speaking the truth. **_

He would not give any of his abilities away, but he would play along for now for the sake of his own curiosity if nothing else. "If my Aura is so weakened, what would I do to fix it then?"

Ozpin frowned. "That's just it, though. I already told you how, and you've done that. It didn't do anything to help you. You're a unique case that I can't say I've seen before. By all means you shouldn't be conscious if your health problems are related to your Aura." He took a sip from his mug. "Your weapons are fascinating."

The abrupt change of subject was probably supposed to throw him for a loop, but Alpha just nodded in response. "I think so as well."

"For somebody who doesn't know what an Aura is, you certainly seem like you must use it a lot. Your rifles are clearly designed to maximize their potential by using your Aura rather than Dust. The presence of Dust at all in them confuses me somewhat to be honest."

Alpha shrugged and didn't bother to respond. He wasn't giving away the secrets to his weapons so easily. The man he was speaking with sighed and stood up, turning to the door. "Just remember that we're not your enemy. Prove to us that you aren't truly a criminal and we would theoretically... "forget" how we all met. Perhaps we could even find a place for you here at the academy to further hone your skills."

Ozpin walked away without another word and offered a wink as he left the room, a familiar Faunus girl walking in to take his place. Of all people, he knew how excellent a Faunus' hearing was. Chances were high she'd been waiting out front and had heard the entire conversation. Despite that, she still seemed frustrated and did not resume her sympathetic routine, something that ironically made Alpha much more likely to trust her in the long run.

_Umbra._ He called mentally. _**What is it? **_Within his mind was a corner where his met Umbra's mind completely, a sort of middle ground. It was an entirely black area with random pillars of glossy black rock in perfect rectangles and cubes, pillars sometimes horizontally extending out of other pillars. Ambient lighting seemed to come from above despite everything being pitch black. Both of them were magically illuminated and the pillars were just off-black enough to be perceived and could see reflections in the shiny surfaces of the stone.

Sitting underneath an arch consisting of three pillars connected was Umbra, his legs crossed beneath him and his body completely silhouetted. Neither of them questioned the way light worked here; it pleased them enough that they didn't care.

Both of them were capable of controlling their shared body, though Umbra did not often see the point in interacting with the real world. Simply existing in the darkness of their own minds gave him plenty of time to think. That was more than enough for him. Neither of them were particularly good at interacting with other people, but of the two of them Alpha was more capable of holding conversation without causing an incident.

Alpha pulled the majority of his attention away from the real world and sunk into his mind, an avatar of sorts forming as he solidified his link with his other half. Neither of them really knew the purpose in the grand scheme of things for this odd 'room' in their head. It, like many other things about them, defied logic. Ultimately it was also a very poor way to communicate as the full extent of their link required neither of them focus on controlling their body, leaving them vulnerable. But it was the only way they could share experiences and memories, other things they could not put into words.

Alpha approached the sitting figure that represented his other half. Already Umbra had closed his eyes and was allowing the knowledge of the past handful of days to sink in properly, analyzing it as he went and tossing aside the majority of the memories in favor of preserving the important ones.

"Do you think they are truly being honest? I do not see how they could possibly know who or what we are. They seem interested in our weapon more than they are in us... It could easily be a front I suppose, but I still do not believe they are entirely of ill intent."

Umbra smoothly absorbed his more docile half's comments alongside the other information he was categorizing. "**It does not seem likely that they would know of us. It is not in their best interest to hunt us down now, even if they do know we still exist. The chances that they have alerted any person of significant power are slim to none, and a training facility for the most powerful guardians of the people is certainly an influential place.**"

Standing up, he considered for a moment in particular the most recent events Alpha had experienced. "**In regards to their interest in us, I cannot discern what their motive may be. That is outside the realm of my understanding. They do not reek of lie or deceit, though. The idea that our abilities stem from this 'Aura' is not impossible, or even particularly unlikely, but for one reason.**"

Umbra walked out of the shadows. His body was much the same size and build here as it was in the real world with some startling differences.

His face looked to be less skin and more bone, a mask if anything. Three downward curved triangular spikes ran along each side of his jaw, a red marking in the middle of each on the front spreading up and along the jaw to form a line that ended just below his ears, which were both encased in large white spines horizontally along his head and longer in the back than the front. A red line ran from end to end on the outside of the spines.

On the forehead was a rather large spike shaped much like the ones on his jaw, but far longer and curved in towards his head. It was almost a foot in length and had the same red line as the spines on his ears. At the base of the spike directly over his forehead was a red circle with a line traveling down slightly from it and spreading out to either side before turning down towards his eyes and circling around the rim of each, giving his mask-like face the permanent appearance of red eyeliner having been painted on.

His entire head save for where hair grew out of the scalp was wrapped in the same bone-like white material. His hair was pitch black and grew in natural layers of spikes running down to just between his shoulder blades. Every inch of visible skin was the same black. White claws ran down the entire length of his fingers and several inches further, the same bone as his face covering them. A single spine ran down the bottom of each forearm and off the elbow a half foot or so, the same occurring with his lower leg up and off the knee. He was clothed only in white bone-like armor with different red designs covering it from thigh to collarbone, small segments around joints missing to allow movement.

Alpha nodded his head to his other half, already having come to the same conclusion. It made a lot of sense for their power to stem from what was described to them, but Ozpin had said that those without souls couldn't have access to that ability. They spoke their mind in perfect unison.

"If the Grimm do not have souls, how do we have an Aura?"

"**If the Grimm do not have souls, how do we have an Aura?**"


	3. Starting on the wrong foot

"So what I don't get..." Began the tallest member of Team KTSN from his perch in one of the upper corners of the room atop a tall wardrobe. It was nothing but shelves from top to bottom and had no vanity mirror. Though it was made of wood it had a clearly makeshift metal frame to reinforce it bolted on. It also looked suspiciously like the frame was bolted to the ground. His brother, entering the room, wordlessly handed him a plate of steak and mashed potatoes which he nodded gratefully for.

"Why haven't they sent us out on any proper missions yet? So the RWBY girls happen upon a few criminals in their life, and they're magically assigned to dealing with them?" Natsu put a small spoonful of potato in his mouth. He stopped talking to close his eyes and relax against the wall a bit more comfortably while he took a moment to savor the taste.

He blinked his eyes open and seemed to remember they were in the middle of a conversation. "I mean don't get me wrong, I trust Ozpin and the rest of the staff and I'm happy for their team, but we've just been sitting around here doing nothing! We should be out there hitting stuff!"

Saika smirked from her seat at the edge of her bed as she continued tuning her baby, a tricked out electric guitar. She looked up at Natsu with her mismatched eyes. "They just want to save us for the best gigs I bet. Team RWBY's the opening act is all! It's been way too quiet lately. Something's bound to happen soon and then we'll get our chance." She ran her fingers delicately down the strings of her guitar to test the tune and was rewarded with an almost perfect response.

"Calm down kids..." Kikuno remarked. He had his collar up and snapped shut to hide most of his face as was his preference, but they could all hear the smile in his voice. He ignored the indignant 'Who are you calling a kid, shrimp?!' from his older brother. "We've been back for less than a month, and the tournament is just around the corner. Not only are they still trying to adapt to the new students, they're considering the chance that something could go wrong with any number of things in the near future."

He took out his scroll and idly tapped at the screen to occupy his hands. He figured he'd check his messages with this moment of free time. "You can say we've been 'doing nothing' all you want, but they've kept us swamped with assignments of a different sort ever since we got back. I don't know if we could actually afford to take any time off for extra curricular work lest we lose progress in our classes instead."

Natsu grumbled something inaudible even to their sensitive ears and redoubled his efforts to consume his belated lunch as quickly as possible. A small voice spoke up to fill the lull in the conversation. "I'm glad they aren't making us do any field work yet personally. It's been great spending all of our time here reading, hasn't it?"

Nobody responded verbally, which was all the response he needed. Taji hung his head in defeat. "Yeah I didn't think that would work..."

"Cheer up!" Chirped the ever-chipper Saika. "There's still hope for you yet! After they start sending us out to do some _real_ school work you'll come right out of your little nervous bubble and realize how _awesome_ you are. Then you'll be just as eager as the rest of us!"

Their sole human team member felt his face heat up and started rubbing the back of his head. "Stop it, Saika. I don't think I'll ever measure up to you three."

"Stop talking like that, Taji." Kikuno replied. "You're probably the best out of all of us when you set your mind to it. Like Saika said, you just need a bit more confidence; confidence you should already have." He walked over to the shorter teen and flicked his forehead lightly, bending down far enough to reveal the warm smile on his face. "You also pick your battles better than we do. We could all learn something from your more gentle nature."

Both Natsu and Saika snorted at the end of their leader's little speech, earning them each glares, but Taji perked up nonetheless at the encouraging words. For a good half hour more the team just lounged about and bantered, talking about whatever came to mind and changing subjects rapidly - which tended to happen with their two loudest members bored in the same room together, given their incredibly short attention spans - until Kikuno finally put his foot down and regained everyone's attention.

He did this by pulling his brother off their tall wardrobe without warning. Leaving him laying on the ground and glaring up a the ceiling, an indignant rant in the making began. "Hey, what the he-!" Natsu was suddenly interrupted by the back cover of a book hitting him in the face courtesy of their leader once more.

"Alright, guys, we really do need to start studying. I think the only one of us who actually knew any of this already was Taji." Kikuno knew the others wouldn't be able to resist trying to one-up each other in anything, and that even included their incredibly boring classes. He also knew that they wouldn't be able to get better results than Taji no matter how hard they tried; the boy was practically a genius!

A quiet beeping sound from his pocket alerted him to a message. Kikuno frowned slightly as he took his scroll from his pocket and opened it to read. His expression flipped up into a small smile before abruptly returning to its previous state as he read first that the message was from Velvet and then what the message said. She was asking for him and his team to come keep her company while she dealt with her charge. Kikuno still don't know what to make of the man that his newest friend was told to watch over. His first impression just entering the room had been of a beast in a corner, but an _intelligent _beast that was calculating its moment to take action.

_We really can't afford not to study with the work we have due tomorrow completely unfinished, and if I put my team in a room with that man they'll never take an eye off him and we'll never get anything done._ He quickly made a response and sent it before pulling up another contact and writing another message. For a few moments the lavender-haired teen just stared at his work while he debated rather or not this was really a good idea. He was reasonably certain the team he was about to ask to cover for him consisted of good people that would be nice to Velvet, but he was instinctively protective of anybody he perceived as being vulnerable and innocent. He didn't want to leave this entirely up to chance and without meeting them himself wasn't sure of their true colors. But with a Faunus of their own on the team being treated well enough in public, it stood to reason that Velvet would be treated fairly.

After another minute of thought he nodded to himself and sent his message. They would do.

If they didn't, he would be sure to inform them of their mistake quite loudly in both verbal and physical formats to ensure maximum comprehension of the lesson.

* * *

Velvet couldn't remember being particularly mean to small cute animals in her life. She did her best not to cause other people trouble and to be as polite as she could. Her devotion to her work wasn't quite as up there as some of her peers but she didn't slack off and did well enough. So Velvet had to wonder why she was being punished. That was the only explanation for her being assigned to watching this infuriating person! In the grand scheme of things, she had messed up somewhere and was being punished for it now.

She sat still and glared at the still form of Alpha, sitting upright and unresponsive to whatever happened around him for the first time she'd seen. Now she knew exactly what he'd done - stole Dust, assaulted at least three people and attempted it on four more people she actually knew, even if not very well - and his actions made plenty of sense for a criminal. Multiple attempts at escape and several hours of openly showing his distrust of everybody around him.

But even given his status as a criminal his paranoia was extreme. He seemed convinced that there was some reason for him to be kept here besides the fact that he was breaking the law, and that was just it; why exactly _was_ he being kept here? Why hadn't Ruby and her team just handed him over to the police as they had the other criminals? What set this man apart from them?

Her first thought was that he was ill. Maybe they'd taken pity on him for that? But that seemed a poor argument to be approved by Ozpin. No, if it was his illness alone he would be away somewhere being treated as a short stop on his trip to a nice new home behind bars.

So then what? It definitely wasn't his "charming" personality. Ozpin hadn't known his name, so he couldn't be anybody famous. _But he wouldn't just let some criminal into Beacon without a good reason! What did Team RWBY see in him that would keep him here?_

Velvet was distracted by her thoughts for so long she didn't notice the subject of her thought suddenly starting to move again as he pushed himself further back onto the bed and leaned back against the wall. "You." She looked up at him with a startled expression before fixing him with her earlier glare.

"What is it?" Her voice was harsher than she'd expected and she almost winced. It wasn't as easy as she thought it'd be putting on such an aggressive front.

Alpha considered her for a moment silently before shaking his head. "Never mind." He leaned slightly further against the wall and tilted his head up towards the ceiling. Being dismissed so soon after he had demanded her attention annoyed her.

"Why are you so rude?" She asked with a slightly more heated voice than before. She aimed her glare directly at where she knew his black colored eyes were hidden behind his visor.

"I do not particularly consider any of you people that I wish to respect, given you are my captors." He frowned slightly at her. "Would you not behave similarly if you were in my situation? I still do not know why I am here."

She let out a frustrated groan and buried her face in her hands, taking a moment to try and calm down. It was getting easier to stay upset with him with every sentence he said now that she thought about it. Maybe keeping him quiet would be more productive for them both. "I don't know why you're here either! It makes no sense! But I didn't ask to be your guard, it's just my job! I don't want to be here any more than you. Just... forget it, okay?"

Velvet distinctly heard him mumble under his breath, "I already tried to get you to do that and you pressed the point..." Out loud to her, he replied with an annoyed, "Okay, I will stop when you cease bothering me about it."

That earned another and more frustrated groan that was starting to cross the line into the territory of his own annoyed growls. "You're impossible!" She stood and walked to the furthest corner of the room she could occupy, pulling out her scroll as she did so and desperately beginning to write a message to the Faunus boy that had been so kind to her. His response came more quickly than she expected and brightened her mood considerably.

_[Help is on its way__]_

* * *

Ruby wasn't sure if she could stop her eye twitching at this point. It seemed to be just as stubborn as she tended to be and had a mind of its own. She could hardly blame it though, given why it was twitching.

Homework made her want to just spasm in general. It would be a shame if her papers "accidentally" were destroyed in a training accident, wouldn't it?

Something she'd forgotten to take into account when she accepted her spot in Beacon was that she wouldn't just be getting into the prestigious academy two years early, she would be doing work two years ahead of her. Now she was almost at the end of her rope!

She liked to consider herself at least kind of book smart even if she could be somewhat oblivious or naive sometimes, but this was getting ridiculous. It hadn't been so bad at first! It all started with a single passing comment from Weiss days ago. _"That's wrong by the way!"_ From there, things just went downhill faster and faster. _Is this part something I've ever even learned?!_

She had no idea that in her concentration on her work she was proving her earlier thought, completely unaware that she was making frustrated noises that had her whole team's attention by now. They were seated on Blake's bed, Weiss and Yang both smirking and trying not to laugh while Blake just watched.

Weiss was just about to speak up and offer to help - honestly, pouting the way she was Ruby looked much more the part of the youngest girl in the room and it was kind of adorable - when their leader's scroll beeped again. It wasn't in any particular pattern so it wasn't anything from the staff. Ruby quickly snatched the device from just next to her pillow and eagerly opened it in hopes of finding something to distract her.

And then nearly cheered out loud when her prayers were answered.

_[Hello Ruby. We haven't met, but I am being so bold as to ask you for a favor. Do you remember Velvet, the Faunus you saw at lunch the other day being bullied by Winchester? She's asked me and my team for help with something and we're just too busy to help. I hate to do this, but could you cover for us? We'll owe you one, and I'll actually introduce myself to you properly the next time I have a chance._

_Thanks in advance either way, Kikuno Ookami of Team KTSN.__]_

"Hey, guys, it's a message from someone saying that girl with the rabbit ears from the cafeteria earlier needs help with something. It sounds kind of important. What do you think?" She was sure her voice was more cheerful than it should be given someone might be in trouble, but the thought of procrastinating was way too appealing for her not to smile.

Ruby saw her team looking at her skeptically. "What? Look!" She leaned down out of her bed to wave her scroll at them. Blake stood first to take it and read the message in the time it took Ruby to climb down and the others to stand and join them.

"She's right."

"Of course I'm right! Why would I lie about something like that?!" Everybody else in the room gave her a deadpan look simultaneously and she really did pout at that. "You guys suck."

Blake handed the scroll back to her fellow black-haired teammate and turned a serious expression on her friends. "I don't see why we shouldn't, as long as we finish up all of our other work before we go to sleep."

Though the other two girls agreed, Ruby hung her head at the thought of that. Nevertheless she sent a reply to the member of Team KTSN that had asked for them saying it'd be no problem and they'd take care of it. A minute later he thanked them again and gave them to meet Velvet in the infirmary, though he reassured them that she wasn't hurt. Still in uniform they all set out to meet up with the Faunus. Ruby couldn't help but notice her sister double check her gauntlets though.

* * *

Alpha glanced at the door on his visor when he heard the knob turn, and didn't hide his annoyance when four familiar faces walked into the room. The same team of girls that had captured him. His guard rushed over and hugged the girl with red-streaked hair, the first person to have entered the room. He really didn't care what they were talking about at the moment and stopped paying attention.

_**Those girls are a threat to us. We need to get them away. Something about them is strange and I can not figure out exactly what it is, but they are dangerous. **_

Alpha frowned slightly at that. _I am no more capable of making them leave than you are. _Umbra didn't have a verbal response to that and only growled.

"Hey, tough guy. Remember us?" His eyes narrowed at the blonde-haired girl as she approached, waving her hand at him once while she spoke. He noticed his chest was starting to hurt again and that his other symptoms were returning after a relatively physically comfortable day. Their presence being linked to his poor health suddenly dawned on him, the connection so obvious and yet just as confusing as any other idea he'd thought of.

But however unlikely it was didn't occur to him as he shot up to his feet and growled at them, ignoring the new pain in his lungs as they protested him forcing back the coughing fit he could feel coming. "You... it was the four of you who did this to me..." He pointed an accusatory finger at them. "What did you do to weaken me like this?!"

Everybody in the room tensed and looked at him, though they also looked confused. "Whoa whoa, where's the fire? Calm down, guy, we didn't do anything to you besides kick your butt." That was the girl with the bracelets who had approached him first.

"Lies." He hissed. "You did something to me, and now I am incapable of sensing people like I normally could! My body reacted to you all entering the room. I do not know what you possibly could have done, but I demand you fix what ever it is!"

"I don't think I like your _tone_." Grunted the girl in front of him as she glared and shoved him hard in both shoulders towards the wall. He responded by gasping out loud and hunching over, a coughing fit strong enough to make him shake with each cough consuming him. Yang simply stared at her hands in wonder. They were glowing faintly with energy that she could see and feel, and she knew it wasn't her own. _This looks like somebody's Aura. What the heck?_ She watched distractedly as the light traveled up her arms, dissolving into them as it moved.

"Whoa are you okay?" Asked the scythe wielder as she ran forward to check on him. Alpha nearly tripped over his own feet as he rushed to move away from them and put his back to the wall while he caught his breath.

"What have you done to me?" He barked in response, barely managing not to shout. His entire upper body felt like it was on fire now and it was becoming harder for him to stand every second. He didn't seem to notice Umbra roaring in rage.

It was suddenly over when the girl put her hand on his shoulder. Alpha's eyes widened in shock and pain as his vision began to blur. He didn't get the chance to say or do anything before he went limp and consciousness completely slipped away.

Ruby tried to catch him, though she was not quite prepared to hold a much larger person and didn't do a very good job. His visor was knocked off and she was bent over barely keeping him from falling past the kneeling position he was in now. She didn't seem to notice the way any place she touched him was glowing a very faint white.

Then the man's eyes snapped open and turned so cold she almost shivered. With surprising strength for somebody that seemed so sick, she was pushed away and caught herself with both arms on the ground to prevent herself from getting hurt. She looked up at him with an incredulous expression as she stood up, meeting his eyes without it registering that both of his pupils had turned bright red and his scleras the same shade of black as his irises. "What'd you do that fo-?"

"Y**ou must ****leave**_** at once!**_" Roared the man with an almost inhuman voice that was deep and raspy. With a crazed expression he was crouched against the wall behind him and looking at them as if he were trying to ignite them with his gaze alone. "**You are **_**killing**_** us! **_**Leave!**_** All of you!"**

And they did just that, as quickly as they could and without any care for the fact they slammed the door shut loudly behind them.

* * *

For the first time in a long time, Alpha was alone with his thoughts. In the deep corners of his mind, things started to overlap with Umbra. But he was so exhausted that he couldn't even handle the almost unnoticeable extra stress it put on him to share with his other half. He'd been pushed out of even that into a proverbial dark corner that left him completely desensitized and alone.

Panic crept in on him. He was surrounded by empty space that felt solid and oppressive, robbing him of any breath and any mobility. All he could do to stave it off was remind himself that it wasn't real, that he was only asleep.

_I am not back in that room. I am free. They do not have me any more, they can not touch me, I am safe because I am stronger than they are. Umbra will protect me._ He chanted this to himself while he held his legs to his chest. In his mind he still had his armor and weapons. Those things and their familiar weight helped to make him feel slightly safer in the absence of his protector.

His memories of the place he'd lived most of his life haunted him here and all he could do was try to shut them out. He would be the one in control here. _They can not touch me. I am free. _He would never go back to that place. _Never._ It was that simple. And with that thought in mind, Alpha

* * *

"I don't know what happened! We walked into the room and we started talking to Velvet and Yang tried to talk to him but he just started _freaking out_ and when I tried to ask him what was wrong he started yelling and then he got really quiet and then he started yelling again but it was in a different voice that was really scary and he told us that we were killing him and we he had to leave so we left!"

Ruby's panicked rant ended and she seemed completely ignorant of the fact that she had just spoken for a good fifteen seconds straight as she didn't seem even slightly out of breath. Everybody else in the room stared at her while they processed the slew of words and broke it down. Ozpin just looked amused.

Yang was probably the only one not surprised by her sister's oddly long rant. "Uh.." She tried to get Ozpin's attention, who turned to face her as he drank from his mug. "When he saw us he started blaming us for whatever was wrong with him. I sort of shoved him back, and when I touched him my hands started glowing." The headmaster's eyebrows shot up his face.

"Is that so?" He looked at Ruby again. "And you say that he claimed you were harming him, and had to leave?" She nodded at him. "I see..." He didn't elaborate, sitting back in his chair with a thoughtful expression on his face. After a moment he looked back up at the team and motioned to the door. "That will be all. Thank you for reporting this to me. Please go inform Velvet that she has successfully completed her mission, if you wouldn't mind."

Ruby nodded quickly. "Of course! We were going to go check on her anyway so it's no problem." She turned and left with her team close behind. They found Velvet where they'd left her just outside the infirmary sitting against the wall opposite the door. She looked up at them with tired eyes and opened her mouth to ask something, but seemed to think better of it and slowly shut it again, instead just staring.

"Ozpin wanted us to tell you that your mission was a success. What exactly was your mission anyway? If you don't mind me asking." Ruby asked, leaning forward and offering her hand to the brown-haired girl. Word spread fairly quickly about official happenings through the rest of their classmates - for instance, everybody already knew about Team RWBY's unexpected night in town which wasn't as surprising given they were in the middle of the cafeteria during lunch when they were called, but somehow they also knew they'd been sent to stop illegal activity of some sort - Velvet's past few days had been a secret to everybody but Jaune and his team though, who refused to explain and insisted they ask Velvet herself.

Velvet hesitated for a moment before taking the hand and being pulled to her feet. She slowly nodded her head. "Okay. But I don't walk to stay here any longer than I have to."

Ever the responsible one, Blake chimed in with the solution. "We spent longer out here this evening than we were supposed to... We have to get back and study. I'm sure you must be a bit behind after your mission too Velvet. How about you come with us to our dorm and we can all catch up together while you tell us." Everybody agreed and they headed out Blake surprised her team by starting small talk with the other Faunus, not noticing Ozpin walking down the hall just behind them and stopping in front of the spot they'd just abandoned. He watched them go with a smile before setting his face in a neutral expression and walking into the infirmary.

"So Velvet, we never properly met, did we?" Blake asked, receiving a small shake of the head in response.

"My name's Ruby!" Their leader said cheerfully.

"Weiss Schnee." Weiss was considerably less excited but was also slightly weary of talking to another Faunus she didn't know.

Velvet jumped and gave a small surprised squeak when a blonde head of hair suddenly appeared inches in front of her. "And I'm Ruby's sister Yang, a pleasure to meet you - whoops, sorry."

"It's okay..." Velvet replied nervously. "I suppose you already know, but I'm Velvet Scarlatina. I hope we can be good friends." Everyone smiled at her, though Ruby spaced out momentarily as she remembered Penny's reaction to becoming her friend.

"You're not going to get super clingy are you?" She asked without thinking.

Velvet's face fell and her ears drooped and she nearly tripped on her own foot. "O-oh... no, you won't have to worry about that..." Ruby caught on almost immediately to what she had implied and herself looked horrified.

"No no no, that's not how I meant that! I'd love to be your friend! It's just that I'm not really used to this and the last person I met kind of freaked out when I said we were friends! I just...!" She stopped and struggled for words, turning pleading eyes to her sister who shrugged helplessly. "I'm so sorry. I'm no good at this stuff, Yang was always the social party freak."

"Hey!"

"And I really do want to be your friend. That was a really thoughtless thing for me to ask, and I'm not sure how I can fix it because it sounds really horrible no matter what, but I really didn't mean it the way I said it." Ruby stared at the Faunus while bracing herself for the inevitable denial of her apology and any attempt to salvage their potential friendship.

Velvet surprised her by smiling shyly. "I get it, don't worry. To be honest I'm not really used to this either. Nobody Human has ever wanted anything to do with a Faunus like me, and all of the other Faunus see me as too weak to be worth their time." Her smile reached her eyes and her whole face lit up as it dawned on her what was happening. "Of course I forgive you. I'd like to be your friend, too, as long as you understand if I make similar mistakes."

Everything worked out surprisingly well in the end. Though Velvet couldn't help but glance over her shoulder towards the room they'd left behind several hallways ago, wondering despite how much of a jerk he was if said jerk was going to be okay.

* * *

Alpha's eyes shot open at the sound of the door opening. All Umbra had done before his human counterpart recovered enough to take back over was pick up his visor and put it on the table before laying down in bed to rest. That memory having been shared with him, he quickly grabbed it off the table and slotted it in to his earpieces, the display still showing exactly what it normally would since it had never been shut down.

"Hello. I see you've somewhat improved; you at least haven't screamed at me _yet_." Ozpin didn't seem to be any more amused by his attempt to break the ice than Alpha was, who simply stared at the man while trying to gather his thoughts. "Would you care to explain exactly what happened?"

Alpha frowned. "That team did something to me. Their proximity especially causes me pain. I do not see what else it could be."

Ozpin took a seat that Velvet had been using before and turned to face Alpha. "What if I told you I believe I've figured out exactly what's happening?" He watched the young man's response and took his silence as a good sign. "Before I explain, to make sure my theory is correct I'm going to have to ask you a few question." Alpha began to respond but Ozpin held up a hand to stop him. "I feel I should stress how important it is that you tell the truth. If you don't want to answer, say so. But I can't help you if you don't let me do it."

Alpha stared silently for a moment as he tried to weigh the gray-haired man's intent before realizing he couldn't actually feel anything at all - not a presence or the truth behind his words. It was as if there was a solid wall around the man that prevented him from perceiving anything in the space he occupied. Though normally something like that might make someone suspicious, the fact that it was possible at all intrigued him more than anything. Sure, it was harder for him to sense the people here but he could do it once they were close enough. He wasn't exactly in top condition right now and wouldn't strain himself trying to force it, but with the rest of the people he'd met here so far he would sense them automatically rather he liked it or not when they were in the same room as him.

"I will answer your questions to the best of my ability... and to the extent of my trust in you."

He got a nod in return. "That's all I expect. My first question has to do with your powers. I'm not sure what you can do, but people with unlocked Auras eventually discover a special ability of some sort beyond the normal scope of what perks come naturally with the use of one's Aura. This ability is called a Semblance. Working under the assumption that you have an unlocked Aura, do you have any powers that you think would fit that category?"

Alpha considered that for a moment. If he failed whatever test this was, it was likely if not inevitable that they would watch him much more closely. And when he next tried to escape, they would likely see what he did and extrapolate what some of his abilities were anyway. This question was harmless and after thinking about it he decided there were indeed two things that met those criteria.

"Continuing under the assumption that I have an Aura and it is the source of my special powers, I would say I have the ability to push my Aura out in a pulse to sense things. I have been able to sense the Grimm, people, and certain things that I have saturated with my own energy." His eyebrows narrowed and he looked a bit more directly at the headmaster of Beacon. "At least, I can sense normal people. It would seem I am unable to feel those whom have active Auras until they are nearly within arms reach of me, at which point my perception of them becomes akin to a bright light I cannot look away from. But I cannot seem to sense you at all right now, whereas I could before."

Ozpin nodded his head. You could practically see things falling into place in his mind. However just as he opened his mouth to share his theory, Alpha interrupted him by continuing to explain, throwing him completely for a loop with what he said.

"The second ability I possess allows me to absorb energy through physical contact. In light of what you have explained to me, in addition to being able to absorb energy from Dust, I can absorb the Aura from other people. Though like my other ability it does not seem to work on anybody with an active Aura of their own. Energy I take from Dust is just as potent as it would be normally, but I cannot retain it as well and it dissipates after approximately two hours. Energy I gain by absorbing the Aura of another remains with me until it is used."

Running his free hand through his hair and idly playing with the cane across his lap with the other, Ozpin frowned. "Alpha, it shouldn't be possible for you two have two Semblances."

"You said each individual person can have a Semblance, correct?"

He nodded. "Yes, _a Semblance_. Meaning only one."

Alpha took a deep breath and let it out slowly. After debating it both with himself and the other voice in his head, he decided if he was going to get out of here at all, he was going to have to gain this man's trust. And that meant sharing his secrets at least partially. "This body is not inhabited by only one individual, Headmaster Ozpin. There is myself, whom you know as Alpha, and another completely separate being by the name of Umbra. Neither of us seem to be entirely whole personalities as we both lack many things we have noticed other people around us have. But it is the truth."

Now Alpha paused, realizing he wasn't entirely sure how to explain this. It wasn't something he had ever had to explain before and it didn't ever seem like something he would reasonably have to, so he was thoroughly unprepared. "I suppose... that you could look at us as being made of three halves. The first is myself. Another would be Umbra. Then the last half is something between us that consists of parts of both of us. It is a middle ground where our two parts meet, which allows us to be whole individually without our separate personalities overriding one another. We share our memories and thoughts, and know whom is best suited to controlling our body in a given situation."

He was completely unaware of it, but he was probably alone in a room with the only person he would ever meet who would be able to hear what he'd just said without getting to know him and experience that dynamic themselves, and instead believe him entirely based on the sincerity of the way he explained it without even once thinking he was absolutely insane.

Well, at least he hadn't thought about it twice. That was better than nothing. "If that's the case... I suppose it could explain how you would have multiple Semblances. I've never heard of anything similar happening before, but I asked you for the truth and I believe you are telling it to me." Picking up right where he left off, he adjusted his theory with the new information he had and was surprised to realize that things made much more sense now.

"Alpha, do you think that it's possible for you and Umbra to have separate Auras?"

Alpha didn't answer immediately. He'd been told that the Grimm didn't have souls or Auras, but Umbra seemed to be the exception to the rule. Their various powers and abilities seemed too closely linked and far too similar for them to originate from two completely different sources and Ozpin's explanation about Auras and now Semblances seemed to fit them perfectly.

"I do believe that to be the case, yes. I think if I had to guess which of us had which... 'Semblance'? That I would be the one who can sense energy, and he is capable of absorbing it. I can generate energy for my Aura at a very generous speed, but Umbra seems not to be able to do that. Instead he absorbs it either from myself or another. In turn, through our connection he can share that energy with me in times of emergency." His eyes narrowed under his visor. "Such as what happened a couple hours ago. I believe if not for Umbra, I would have died after whatever they did to me."

Ozpin nodded. "That's quite likely, actually. At least it is if I'm correct." He stood up and took a few steps closer to Alpha. "What I believe, is that your ability to absorb Auras works in reverse. You may or may not have been aware of it already, but when you found somebody for the first time with an unlocked and active Aura like your own, that ability subconsciously activated and began to feed your energy to them.

"As you spent more time siphoning off your Aura to other people, your health began to deteriorate. You showed all the signs of exhaustion I see in people who have used their Aura to extensively and are dangerously close to running out. Aura, as a manifestation of the soul, is essentially our life force. To lose most of it means we are unguarded, but to forcibly use more past that point and lose all of it _will _kill you."

He motioned towards Alpha. "You have been almost entirely out of Aura for days. One of the symptoms it's been reported you have is chest pain and shortness of breath? As I mentioned before, that is very likely due to exhaustion and a dangerously low Aura. I believe you have mostly stood on your own feet up until today, if your belief that you regenerate your Aura abnormally quickly is accurate. But siphoning energy off to five people at once pushes you to your limit, burning through your replenished reserves and leaving you on the brink of death again."

Ozpin began to pace around the room as he spoke. When he addressed Alpha specifically he gestured towards the anomaly with his cane. But now he stopped and turned to face him again. "What was different about what happened today?"

Retracing the events of the past several days, Alpha quickly came to the same conclusion he realized Ozpin must have already reached. "Physical contact. Until now, I have not directly touched any of the people here while I was conscious. None of my other abilities work while neither I nor Umbra are controlling my body to use them, so it stands to reason that neither would I be giving away my energy."

"Exactly." Ozpin replied in an almost excited voice. If there was one thing the man appreciated as a past time, it was the same thing that young minds came to his academy to do; he enjoyed learning. Even without solid fact, there was too much that seemed to work about their shared theory for it to be entirely inaccurate, and the fact that this was an entirely unique case and essentially his own discovery was akin to the feeling that he had forgotten today was his birthday and was reminded when he was suddenly given a stack of presents.

"You said you need contact to absorb energy, so that ability would naturally not work as well when you're not directly touching whoever you're_ sharing_ energy with. But when you were actually physically touched, the connection could be properly established and your already severely diminished reserves would have poured out completely. You ran out, and when that happened Umbra began to restore your Aura by sharing some of his own and with the knowledge that you touching them drained your Aura in the first place realized he needed to get them out of the room before anything else could happen."

Alpha slowly nodded. It was the only thing that made sense from every angle he viewed it. Poison was unlikely and would have been worked out of his system by now anyway, and since he and the Faunus girl both ate the same things and being a very light sleeper he couldn't have been fed or injected with anything while he slept, that was almost impossible. It was theoretically possible that if he had the ability to absorb other people's Auras, that somebody else could too, but genuine confusion and stress was present in the moods of those girls just before he blacked out. Ozpin could have been lying to him now, but it wouldn't make sense for them to be confused by their draining him of energy consciously at the time.

"I believe you are correct. What needs to be addressed now..."

"Is how you can fix it, correct?" Alpha nodded to answer Ozpin's question.

"Well, the most simple solution would be for you to stop doing it. Now that you're aware it's happening you should be able to just turn off the effect. I was already convinced that whatever was wrong with you had to do with other people somehow taking your Aura from you, I just had no idea how. Right now I'm actively trying to shut out any attempts to interact with my Aura. I'm going to stop, and now that you know what to look for you can try to figure out what's happening and how to stop it. Ready?"

When Alpha nodded again, Ozpin relaxed his control over his Aura. Now that he was also consciously monitoring things, he noticed that he felt slightly more physically energetic the moment he'd stopped.

"I... Yes. I can feel it." For a minute there was silence. That minute stretched on into two, and eventually into five, but just before a seventh minute could pass Ozpin felt the slow income of energy stop and Alpha breathed out a relieved sigh. "It is done. I am no longer passively expelling energy." He could clearly feel Ozpin's presence in the room now without the odd persistent quality it had previously possessed that prevented him from 'looking away'. Alpha paused again to consider that before raising his hand palm out towards the gray-haired man and sending a pulse of energy out towards him. This time, without Umbra's Semblance working in reverse to give that excess energy to his target instead of allowing it to pass around and through them, it did the latter and when he drew that energy back into himself, he felt the path it had taken and he could feel somebody in a room next to the one they were in. All he could tell was that they were sitting down, but that was the normal extent of his second sight anyway.

"It would seem my abilities... or, rather that my Semblance now is functioning properly again." He reported. Ozpin clapped his hands together and smiled.

"Excellent news. I'll leave you here until tomorrow, and then we'll discuss your future." Ozpin waited for a moment as if he expected some sort of argument. None came. "As I'm sure you're well aware, we still only recognize you as a criminal who was attempting to steal Dust that itself was already stolen by another group of criminals. We'll discuss exactly what your intent was and where your loyalties lie, and decide what to do with you from there." Alpha gave him one final nod before Ozpin left the room, leaving the tired young man to finally recover.

Alpha turned to look out the window giving him a clear view of the sunset while his mind wandered, imagining how tomorrow might turn out. Every minute he was feeling stronger and it was likely he'd be able to leave rather they wanted him to or not before morning. That was exactly what confused him though. If they wanted to keep him here they wouldn't have helped him to counteract their way of effortlessly capturing him again. So logically, either they were trying to trick him or they truly didn't want to hold him against his will. Right?

"Umbra..." He said aloud to the empty room. "We are not as intelligent as we believe, are we?"

_**It would seem that we are not.**_

Alpha sighed, and went to sleep.

* * *

Ozpin, sat in his office and drinking from his mug as usual, heard a knock at his door. "Come in." He called, and Glynda Goodwitch did just that. Quite used to the passive frown on the woman's face he was mildly surprised by the angry expression she was aiming at him. "Is there something wrong, Glynda?"

"I know you are prone to whimsical decisions and will admit that more often than not, you are spot on evaluating future students, but allowing a _criminal _into the walls of Beacon Academy?! Are you out of your mind?!" She nearly stomped her way to his desk and slammed both hands on the front edge to lean forward at him, bringing her glare level with him.

"And when did I ever say I was going to suggest he enroll here? To be honest, if I had to judge him solely on the way he carries himself I'd say he is already on the level of some of the Hunters we have taught here ourselves." That shut Glynda up for a moment. She slowly stood back up to her full height and crossed her arms.

"Very well, but how do you excuse keeping him captive here then? If you are so convinced of his strength then he poses a significant threat to the students here, one much greater than we have ever allowed before! A trained Huntsman could kill the majority Beacon's students!"

Ozpin lifted his free hand to interrupt her before she could continue her rant. "We allow certain levels of danger to try and emulate real world situations in a controlled environment that we can intervene in. You know that. You're right in that if he were a trained Huntsman he would be an unacceptably high risk, but I only said he had the _strength_ of a Hunter. He is not even in completely in control of his Semblance yet."

That especially seemed to throw the blonde-haired woman. "If he can't control his Semblance then how could he possibly be a strong as you say?"

"Because," Ozpin shifted in his chair to lean forward slightly, "he is part Grimm." The room was suddenly very very quiet. Not a comfortable kind of quiet, either. A dangerous one. Glynda's mouth hung open and she seemed to have been left speechless temporarily. Only temporarily though.

"That is _absurd!_ It's impossible! And if anything that would be even worse! A Grimm with a Human shape and power rivaling a Hunter? A Grimm with an _Aura?! A Semblance?!_ Have you lost your mind?!"

"And your incredulous reaction is precisely why I didn't inform you sooner. Since he arrived, he has been flooding the area around him with his Aura and subconsciously allowing others to absorb it. When he stopped doing this, I could feel it very faintly. He is without a doubt Grimm.

"Not only is he part Grimm, but his Grimm half seems to be _sentient._ This is _not_ something we can ignore, Glynda. A never before heard of case. If word gets out of the nature of his existence, he will be hunted down and we will learn _nothing._" Ozpin stood and walked around his desk, putting his mug down and grasping the woman by both shoulders.

"Can you imagine what would happen if he is but one of many, and we let this chance slip by? Grimm who can truly think and plan and understand would be disastrous enough, but Grimm who could hide themselves amongst the populace? Walk into completely unguarded inner cities uncontested, climb the ranks of governments to position themselves near the leaders of Mankind..." Glynda's eyes were wide and Ozpin slowly let his arms fall to his sides.

"Exactly. And that's not even considering that he has an Aura. All of the adaptability and supernatural ability of Man, combined with the durability and raw strength of the Grimm. Ignoring this opportunity for even for the safety of the world's future defenders is not an option. There is no natural way for a union of the two species to have occurred..."

"Which means..." Glynda had to struggle to find her voice. "There is someone out there who _created_ him..."

"Yes..." Replied the gray-haired man. "And if they could make one... it stands to reason they could make many."

After that sunk in, Glynda sat down in one of the chairs opposite the headmaster's side of the desk, an odd expression on her face. Ozpin stood near her for a moment before returning to his own seat and leaning on his desk, supporting his chin on both hands with his fingers entwined. "Tomorrow I will be meeting with him. If all goes well, he'll be convinced to stay here and I'll assign three teams to watch over him. I've already decided which three I will be using." He lifted an open scroll off the desk and tapped a few buttons to bring up the list of existing teams with three highlighted, then put it back down facing Glynda and slid it towards her before returning to his previous position.

She almost stood up in outrage when she read that list, instead pointing at two of the highlighted names and turning another angry expression towards Ozpin. "Are you insane?! These two teams couldn't possibly be ready for such an important task! Team KTSN, perhaps, but even they are only a second year team!"

Ozpin sighed tiredly and gave the bespectacled woman a blank stare. "They are however exactly the people I feel would fit the situation best. Each of these teams are advancing their skills at a rate so fast I'm almost inclined to believed they are all prodigies. Some of these young men and women could potentially surpass even us. If the situation demands it, I will replace them with more experienced teams; until such a time however I'm very confident they can handle this."

He tilted his face down slightly and freed his hands to rub his temples with. Suddenly he appeared decades older than his age. "I believe I know exactly what that boy needs to convince him that staying here is his best option. For the task I am setting them, those three teams will be perfect, and stronger for it."


	4. Enter: Annastasia Valentine, Huntress

Ruby glanced nervously at Jaune, who gave her a similar look as they led their respective teams into a large courtyard behind Beacon. Neither of them or any of their teammates had visited this place before, and they'd never been told they would have any classes there. Skeptical at first they'd only decided to head out after comparing notes and realizing everybody had the same orders.

Now teams RWBY and JNPR in addition to several other teams in their class were gathered at the instructed location. Told to come with their weapons and wearing whatever they felt most comfortable fighting in they'd all done just that, further adding to how odd the situation seemed to be. Sure, occasionally they would change in a separate room for class - such as when Weiss had fought the Boarbatusk - but they were expected to wear their uniform at the start of the day and only informed ahead of time to change into battle garb for field assignments outside of Beacon's walls, which they were informed of ahead of time. They hadn't been today.

Pyrrha suddenly nudged her team leader to get his attention and point at something. He squinted to look and then his eyes widened. "Hey everyone, look!" He pointed at the figure walking towards them from the far side of the yard. This courtyard, unlike the one in front, had been enclosed on three sides by walls roughly twelve feet high and five wide, leaving one of the wider sides facing the academy open with staircases on either side, the walls inset about three and a half feet on top to allow people to safely walk on them and lean on the edges.

Approaching them was a woman just under six feet tall. She wore several layers of clothes on her upper body with a pair of denim chaps covering most of her legs, a pair of metal boots peaking out just under the bottom of the flared leggings reminiscent of powered armor from futuristic movies and cartoons. Her chaps were tan and belted on over a sleeveless white leotard, and over that she wore a black swallow-tailed jacket with gold trimming and buttons. Only the top two buttons were fastened. Her last layer was a bright red trench coat that reached down to her ankles, the rims of each sleeve were lined with flat plastic tubes containing something dark brown. Those tubes spread from there in a complicated circuit making a tribal design moving in a line up the outside of her arm, to her shoulders and out of sight to her back. A pair of intersecting bands sewn into the inside of the coat over her chest held it on in place of a zipper or buttons.

She had one amber eye focused on them from under black locks, her right eye covered by an eye patch the same color as her hair, an excited smile on her face. "Oh, great! You're all here! I was starting to get impatient, wondering if any of you would actually show up! Thought you might've been scared off by the rumors..." She stopped a few feet away and put a finger to her chin, leaning the elbow of that arm on her other arm tucked horizontally against her stomach. "Of course none of them are true, but that hasn't stopped some students from chickening out..." Suddenly throwing her arms in the air and laughing at a joke nobody else seemed to understand, she waved as if dismissing her one-sided conversation.

A good portion of the class was staring at the either her eye patch or the scar running from her forehead to her cheek over her other uncovered eye, and another group - mostly boys - were distracted by her somewhat exposed thighs. "So how're you all doing?" Asked the energetic woman. Nobody said anything in response. She didn't seem to care and moved on without missing a beat. "That's great! Let's get to it then! Technically, you're supposed to call me 'Professor Valentine', but please just call me 'Anna', alright?" Most of what turned out to be _her_ class nodded or gave a positive verbal response.

Jaune's eyes widened in panic at the sound of the name, which he mouthed under his breath before turning to his friends. "Anna? As in Annastasia? Oh no, I've heard about her! She's the instructor for Advanced Weapons Proficiency classes! She's really strong, and _really_ crazy!" Most of Team RWBY and Pyrrha suddenly started waving their hands frantically towards him to try and get him to stop, shaking their heads, but he was too distracted to realize. "This is bad, very very bad, when somebody gets on her bad side they have to fight _her_ in class and she doesn't hold _anything_ back, ever!"

He froze when he heard the sound of someone with a familiar voice clearing her throat pointedly behind him. Wincing, he slowly turned to face Anna. If anything her smile seemed to have turned even sweeter and she was flashing clean white teeth at him. "As you've so helpfully informed the rest of the class, yes, I am here to help you learn to use your weapons in the best possible way to suit your style, or in other words to teach the Advanced Weapons Proficiency class." She put her hand on Jaune's adjacent right shoulder and pulled him forward slightly, her smile slipping off her face completely and her visible eye narrowing at him.

"And it just so happens that I need a volunteer to give the other students a good example of just how most of my lessons will work," she said in a much more serious voice, dragging him towards the center of the courtyard and calling to rest of them with all of her previously absent cheerfulness, "Everybody up to the walls! Things get kind of hectic when I'm in here, but normally you'll all be fighting in four pairs of two, sometimes as preexisting teams and sometimes as kind of random ones to mix things up a little."

She gestured at the wall with her free hand as she turned and pushed Jaune away from her, who stumbled back several steps before he could regain his balance and just stood awkwardly where he stopped. "This is a very sophisticated arena that was built when we realized that though the academy has rooms that are great for one-on-one sparring, there really wasn't and isn't a place inside for bigger fights." Turning to point at six specific spots, while she was facing away from them to show them where things were they could all see where the tubes on her coat met between her shoulder blades in the back, and the patch over it. It was a red heart with a white outline all around it, a line from top to bottom cut out and a black line of equal length and width connected where the base of the heart normally would be, also outlined in white. Underneath was a large disk with a small thorn pointed up towards her head and a larger, more intricate spike reaching down to the small of her back.

"There are special permanent enchantments there, there, there, there, there and there. When I activate them, everybody inside the arena will be closed in by a powerful barrier that also protects everybody in the stands from stray shots as well as serving as a perfectly solid set of four walls and one a ceiling for those with the necessary talents to use as they please. For safety and emergency purposes anything on the outside can pass inside completely unhindered, but of course they'd be stuck inside until a member of staff shuts down the barrier too."

Anna turned to face Jaune and nodded at him. "You seem to know the drill already. Would you care to explain the rest of the rules to your peers?"

He gulped but nodded hurriedly, not wanting to get in any more trouble. "Uh-uhm, fights in the arena only have three rules; don't ever strike your opponent if they're out of the match, absolutely no special abilities besides using Aura defensively, and you're _never_ allowed to try to kill anybody."

Their teacher smiled widely at him. "Very good! Those are all the rules..." she waited a beat before finishing with, "for students." She swung her arms out to either side and Jaune saw a pair of skeletal metal gloves slide out from her sleeves to cover the back of her hand and her palm. There was a gray dome on the back of each glove that suddenly began to glow several colors all at once in mesmerizing waves before they both shone with a powerful blue light.

With a flick of her left wrist towards the back wall of the arena, bright blue glyphs appeared on the ground at the six spots she had indicated earlier and a very faint blue box formed nearly fifty feet high and the exact length and width of the enclosure inside the walls before becoming completely transparent from the outside. Then she made a complicated gesture towards the sky and the tribal design on her coat glowed a deep brown, the same color her gloves now emitted.

Just beneath the top of the arena boundary a massive glyph began to take shape and grow stopping barely short of the inner edges of the rectangular box. Distortions formed all over the glyph and seemed to bulge outwards at the ground, allowing boulders of various large sizes to emerge from them and plummet towards the ground. With another flourish of her hand, the Dust in Anna's gloves shifted colors to the same blue as the barrier array. Above them the huge glyph she'd summoned changed colors as well to match, and the boulders suddenly halted their progress.

She smirked at her wide-eyed and panicking opponent, who had just finished drawing his own shield and sword before noticing the sounds of magic above him. Jaune looked down just in time to watch Anna punch the ground, another equally large blue gravity altering glyph spreading from the point of impact. She looked up at him and smirked. "Alright: begin!"

Anna pushed off from the ground and continued to float straight up, gravity seemingly having been negated completely. She angled her right foot just so and a four-pronged claw connected to her boot by a chain shot out, digging itself into the ground just in front of Jaune. He raised his shield in front of him in preparation and gasped when he realized even that slight movement was enough to send him into a slow tumble backwards.

His opponent came at him suddenly, being pulled towards him rapidly by the chain connected to her boot. The Dust in her coat glowed again while her gloves dimmed, and a glyph appeared leveled horizontally with her hand before splitting into two and moving in opposite directions vertically from their starting position. A simple but smooth greatsword made of stone came into being in her hand out of the glyphs and she swung it at Jaune as she descended, who yelped and quickly blocked with his shields using both arms to brace it.

Jaune felt considerably less force from the impact than he expected, but was pushed backwards against the ground by the attack. And then he started bouncing.

"It's not looking too great for Jaune." Ren commented with his usual frown. Pyrrha bit her lip but didn't comment, and Nora cheered loud encouragement to her friend on the battlefield.

"Uh, Sis', you're drooling." Yang pointed out to her little sister, who completely ignored her as she stared with undisguised adoration at the impressive show of skill their new teacher was putting on. Weiss silently put a finger under the younger girl's chin - careful to avoid her saliva - and pushed her mouth shut, Ruby barely noticing.

Jaune set his face, determined not to let his recent training go to waste and make a total fool of himself in front of his class... more specifically, his team... or maybe just Pyrrha really. At the thought of letting her down his resolve strengthened even further and he looked over his shoulder at the approaching barrier wall. Twisting his body to line himself up, he pushed off half a second before he hit and leaped towards a boulder above him roughly three times as large as he was tall.

As he'd suspected when he hit the boulder, it didn't budge and he wrapped his arms around it. It seemed that whatever spell she'd used to create this odd field made each of the boulders static objects, and acted as a center of gravity to whatever touched them from any angle, essentially making each a small planet with Earth-equivalent gravity to anything that made contact with him. He had to take a moment to adjust to his odd new orientation standing sideways on the boulder looking down at his teacher, and awaited her next move.

He wasn't kept waiting long. Anna crouched, eye trained on Jaune, and jumped. As she did so the claw in the heel of her boot disengaged and simultaneously an explosion from some sort of weapon mechanism in the front of each foot sent her flying up at him at an alarming speed. She swung her greatsword at him again and he angled his shield to allow it to almost harmlessly slide off. In doing so, he lost his footing again and fell away from his boulder the moment both feet left it.

Anna did a half front-flip and fired both of her boots to both cancel out her imminent endless spin and send her back towards her student. This time Jaune tried to both block and strike with his sword, but the force of the impact against his shield sent him flying almost exactly horizontally towards the wall again before his swing could connect. He twisted again and grunted as he hit the barrier at high-speed, but pushed off towards another foothold instead of faltering.

Jaune moved a couple seconds from impact to land feet-first on a slightly larger boulder than the previous, wobbling a bit while he tried to regain his balance after landing at an awkward angle with a startled, "Whoa!" After setting his footing more firmly he turned to face Anna, who was already flying towards him again. He blocked her simple attack again and stood his ground long enough to halt her momentum. As he felt his balance shift, this time he rolled with the blow and spun on his heel as he got to his feet before sprinting with the momentum of the roll towards the other side of the rock. He let out a yell and lunged at the woman with his sword, who was forced to block it herself. The force of the attack sent her backwards and broke her weapon in two, but she seemed unsurprised and simply summoned a pair of axes instead.

She briefly activated the jet in one boot and aimed the other at Jaune's boulder, firing the grappling claw in that boot to latch onto it and locking the chain at its current length. As she overshot tension eased onto the chain and sent her into a smooth swing towards him from behind. He quickly turned and blocked the first axe but cried out in surprise when the second struck his breastplate and knocked him off the boulder towards the ground.

It hadn't been a particularly powerful strike and when he hit the ground he landed feet first again with barely and resistance, but this time when he pushed off he saw Anna's glyph on the ground vanish and suddenly felt gravity right itself. What was intended to be a leap towards the sky became an awkward hop seven feet up and he was brought quickly back to the ground, stumbling as he landed and barely keeping on his feet. He looked up and screamed in an embarrassingly high pitched voice when he saw one of the large boulders falling directly towards him.

As if it were part of a routine, Anna activated the jets in her boots several times at a much higher output to maneuver herself straight down and around the boulder, then charged towards it and spun to hit it feet-first. On impact, she fired both boots at maximum force. A crater several feet deep was blasted into the huge stone and it was sent rocketing away at almost the same speed as her, though she quickly adjusted herself again, fired her boots to aim her towards the ground, did one more spin and at the last second fired just feet from the ground. She landed kneeling on her left knee and with her left fist planted against the arena floor, eye shut and a massive smile on her face that announced to anybody that could see it that she knew _exactly_ how badass she looked.

After a shocked silence the majority of the students started cheering at the excellent performance, many forgetting or not even noticing that Jaune was at risk of being crushed, who forced a more dignified expression onto his face and approached his newest teacher. "Excuse me, but why'd you stop the fight?"

Anna turned to look at him with the same smile she'd worn since she landed. "It was just an example round. If we kept _that_ going for the full game, it would've taken forever!"

"Game?"

"Especially since you have such boring taste in weaponry..."

"Hey!"

She laughed and pulled out her scroll, starting the process of turning on her 'game.' "This arena has a pretty simple computer built into in for the sake of acting as a scorekeeper and referee of sorts for the matches that occur in it. I don't usually turn it on for practice games like that because they're so short, but it's mandatory in my classes otherwise for the sake of safety." Anna's smile slipped off and her face set in a much more serious and business-like expression.

"Okay, pretty simple! Everyone who participates has twenty points!" She bent down and picked up a small piece of rock from the boulder she'd blasted. "If you are hit by a _ranged_ attack, you will lose two points!" She tossed the rock at Jaune without warning and it bounced off his knee. Already sore from several high-speed maneuvers he yelped and fell forward clutching his knee. She picked up another smaller stone and bounced it off the back of his armor. "Any attacks in the next two seconds from the same person with remove another point from your score! So right now, Jaune would have seventeen."

Anna flourished her left hand and the Dust in her coat lit up again briefly before a small blunt morningstar took form in her hand. She walked over to him, paused, then lightly tapped his armor three times. "Each _melee_ attack will remove two points from your score as well, and every follow-up will remove one! That diminishing return will stay in effect until five seconds after the first strike. Jaune's score right now is thirteen..." She waited an extra second just to be sure the full time had passed and tapped him again. "And now it's eleven!"

She tossed the weapon over her shoulder and reached out a hand to help Jaune to his feet. As she pulled him up, her abandoned stone mace glowed for a moment before vanishing. "Now, I only turned on the system that will keep score for us. I didn't actually start a game. If I had, Jaune would already be out. Why, you might ask? Because if you are not _holding any weapon _when you are hit by a ranged attack, you will lose ten points without any diminishing return! That means you can be hit twice at most before you're _out!_ Being hit with a melee strike while you're disarmed will _automatically kick you out of the game!_ If you lose your weapon at all, your only goal at that point should be finding _any_ weapon to replace it, especially since unarmed attacks don't count for points under any circumstances. That means you can try to safely grapple with your opponent to take theirs or pick up another abandoned weapon, or your own; if you can get to any of them without being taken out.

"One of the reason the game is set up like that is because when you lose, you're required to put your weapon down on the ground if it's not something so exclusive that only you could use it." She gestured to her boots, then wiggled her fingers towards the longer wall where most of the students stood. "All of the weapons I use are personalized to such an extent that none of you could use them. It's not a matter of skill, they just won't work. So if I were taken out in a fight and you were counting on using my weapon, tough luck. The same goes for any of you in a similar situation. The general idea though is that if you can comfortably remove and drop your weapon in three seconds, you have to. If you can't, sucks to be whoever's left in the game!"

Anna stretched her arms up high above her head before lowering herself into a wide crouch and doing leg stretches while she continued to recite the rules. "Okay! So when the game is actually active, the computer I mentioned will keep track of both your weapons and your Aura. My last note about the scoring system is that safely blocked attacks won't change your score, but if you block and the strain of doing so damages your Aura you will lose a point." She stood up straight and stretched her arms over her head again, then just dangled them at either side and idly swung them back and forth. "Once your score has been reduced to zero for any reason at all, you're out, period. None of your strikes from there will do anything productive, and you can still potentially hurt your target physically," she paused and narrowed her eyes, "which _is not your goal in this class, ever!_"

Nobody argued so she relaxed and continued. "So you drop your weapon and calmly walk out of the arena with your hands up in the air. Anybody without an active weapon can pass harmlessly through the barrier. I'm still not totally sure how it works but it sure is amazing, huh?! Anyway. For the sake of the example, I've queued a match with the scores tweaked to one point. When your score hits zero, the computer will announce it in the following format." Anna pressed a button on her scroll and through speakers somewhere on the opposite sides of the wall a monotone voice that sounded neither entirely male or female called, _"System-active. Match-start." _She walked back over to Jaune and held her arms out to either side. "Hit me!"

Jaune did a double take, quickly bending forward to pick up his gear. "Uh, okay then." He tentatively took a step forward and jabbed her in the stomach lightly.

Almost immediately the computer responded to his action. _"Anna-defeated."_

She nodded and tapped a few buttons on her scroll again. _"Anna-has-joined-the-match."_

"Now, honestly it doesn't use names very often. So many of the students here at Beacon have unique names that are pronounced in ways the computer just can't be programmed to differentiate. At first we tried setting up a phonetic for each student, but that didn't work _either_ because sometimes the faculty wouldn't give an accurate phonetic." She snorted and shrugged. "What're you gonna do? So for all the various teachers here, it will say the full first name as they entered their own phonetics and can be trusted to keep themselves safe. However, for the sake of quickly getting students off the field, it will only say whichever letter corresponds with your name in your team!" Her glove glowed again and she lashed out without warning, a shortsword similar in design to Jaune's being used to strike him in the chest without warning.

_"J-defeated."_ She entered another set of commands. _"Round-over. Awaiting-next-match-up."_

"It doesn't matter if it's your first or last name, it will use whichever letter is your spot in the team. If you don't know who's who when you walk into the arena, ask. Should I decide that you have no clue what you're doing and you try to attack somebody who's out because you're not sure they were who the computer was talking about, you will be disqualified and if necessary I will step in to disarm you myself. Keep in mind attacking a player who's out will get you disqualified no matter _what_ the circumstances and if I believe you're actively trying to hurt somebody, _there will be extremely serious consequences!_

"In the event that there are two people that share a letter on the field, it will state your letter and then your team name's phonetic, which I sure hope we can't get wrong since we assign the names to you ourselves!" Anna giggled. "Then in the rare event there are two people with the same letter on one team, it will use your full initials in their proper order. So for instance, Jaune here would be addressed as 'JA Juniper.' In the even _rarer_ case that two people share identical initials on a team, the computer will do its best to read your first name. If you're obsessed with us getting it right, you can ask to have your phonetic added for such a situation, though it will still use the same priority system to determine what to call you so it's very unlikely you'll ever hear it.

"Scores can be changed like I did for our example, as can how points are removed from your score. This is the default setting and the way I conduct most of my classes, but if you wish to use the arena for training purposes then you can try to book some time with any member of the staff and we'll try to hook you up if we think you can use it safely." Her explanation done, she paused to let everything sink in before asking, "Any questions?" There were none. "Excellent! Okay, I want the rest of Team JNPR down here, and I want Team RWBY to join them!"

"Huh-wait-what?" Jaune asked in disbelief, hoping he'd heard wrong.

Anna smirked. "Best be careful about your knees there Arc, you're not done with this class yet! Generally we'll be able to get either two full scale team-versus-team fights in, or around four to six sets of paired fights or some combination of the two, during any given class. Since this isn't just an excuse to let our students start hitting each other, I will genuinely be teaching you guys stuff here! If I see any glaring flaws in your fighting style I'll point them out to you and help you learn to overcome them, there will be plenty of specialized game types to throw you into different scenarios, and I'm even available to assist in weapon maintenance and upgrade! Aren't I just the best?" She was rewarded with a few warm laughs for her efforts which put another bright smile on her face.

"Okay! So! This match will have the default rules I just explained to you with changes. Diminishing returns apply across the board so in general you'll be keeping yourself open to counterattack pointlessly if you press the offensive. Hit-and-run tactics are your friend here. If you fight somebody for too long you'll likely be swamped by the enemy while you're distracted with just one of them, and your points will bleed away with almost no advantage for your team to capitalize on in your absence. At the start of the match you'll each target the person on the opposite team with the same numbered letter as your's; Ruby will be fighting Jaune, Weiss will be fighting Pyrrha, and so on. Once _you_ lower your target's score, you're allowed to attack anybody on the opposite team you want. Your opponent will have to chase you until they hit you. Line up!"

She walked away to stand leaning against the barrier that prevented them from walking out the opening in the wall, waiting there for the teams to take their positions. _I've heard a whole lot about your two teams. You better not disappoint me, I'm expecting a good show._ "Class, the computer is open to a very tightly secured connection from your scrolls. It will allow you to monitor everybody's score _and nothing more_. So don't even bother trying to hack or anything because only faculty accounts can access the system directly and we are _constantly _monitoring it; you can't, we'll know if you try, and you will be punished."

Everybody did as they were told and drew their weapons, each that had a ranged weapon taking aim with it. They'd sparred once or twice before and each had seen how the others fought, but they'd had weeks to hone their skills at an academy for the elite since then and neither side really knew what exactly to expect today. Ruby and Yang both were nearly bouncing in place for their excitement; Nora actually _was_ bouncing in place. "This is going to be so much fun!" Declared the hyperactive, quirky girl.

"Yeah!" Ruby agreed.

"Just don't take it personally when you lose." Weiss added with a cocky smirk, earning big smiles from the other team.

Ren spoke up first, idly spinning one of his StormFlower pistols. "You say that now, but you seem to be forgetting that you're fighting Nora, and you aren't allowed to use your Semblance - which means no magic." Weiss gaped at him for a moment before turning to face the eager red-head and gulping.

"Everyone ready?" Anna called. She took the lack of response as a 'yes.' "At the sound of this signal," she pressed a button and a horn-like electronic tone came out of the speakers, "the match will start! It's over when you hear that noise three times in a row, and a time-out is indicated by two! In five seconds..."

Both teams tensed in anticipation as they waited, Ruby facing Jaune, Wiess facing Nora, Blake facing Pyrrha and Yang against Ren. Momentarily caught up in the excitement herself, at the same time as the starting tone Anna declared, "Start!"

_"Match-start."_

"Guys, back to me!" Jaune immediately shouted. In what looked like a practiced maneuver Nora and Ren both jumped back towards the center of the group and fell into place behind their two shield-bearing teammates as they took a few potshots at their targets. Weiss had to practically dive out of the way of the explosives that flew towards her and awkwardly had to roll through her landing and come out standing, only to be knocked off of her feet by a detonation just next to her new spot, sending her into the air again only to roughly land behind one of the boulders.

Ruby knew their chances of landing any proper hits with their opponent's two more defensive members protecting the rest were slim, and quickly motioned to her teammates as she ran towards a different boulder. "Everybody get behind something! I need a moment to think!" Her team did as she told, using the large boulders still on the field as convenient cover. Unfortunately Nora's early hit had freed her up to start bombarding _everybody_; they would run out of boulders quickly if they didn't change tactics fast.

_Nora gives them the advantage at range, but Yang and I are really heavy hitters. If we can hit our targets we can focus on Jaune and Pyrrha and knock right through their defense, but without our Semblances the only defense any of us have against their ranged attacks is to dodge._ She winced as the boulder she was hiding behind shook with the impact of an explosive. _First thing we have to do is get close and force them to separate. But how?_ Ruby's eyes widened and she nearly slapped herself in the head. They had some explosives of their own, and almost completely forgot. "Yang, cover fire! Weiss, Blake, try and hit your targets up close!" She jumped out from cover and fired several shots from Crescent Rose in its rifle form at Jaune, who managed to block them all even if just barely, thanks to a combination of his awakened Aura and Pyrrha's helping him learn how to use it.

They charged forward in as unpredictable a pattern as they could while still efficiently running forward. Between evasive jumps, Ruby continued firing until they'd crossed about half the field. She swung Crescent Rose out to her side as it unfolded into a scythe and fired behind her to increase her speed. Yang's assault on Ren required her to aim at Team JNPR as a whole, but so far Anna hadn't called her out for it so she was going to keep rolling with it. Clouds of smoke left in the wake of her explosions brought a temporary stop to Nora's bombardment and just as Yang stopped to reload, her team was upon them.

Blake was the first one in, landing two quick slashes on Pyrrha from the side with Gambol Shroud's weaponized sheath before backing away and drawing her sword from the sheath, its blade folding down against the hilt while she started firing at them with the pistol built into the grip. She wasn't sure _who_ she hit at that point but she was sure she landed a few of those shots.

"Scatter!" Jaune called. He sensed the oncoming attack from his side as well and brought his shield up to block Ruby's scythe, wincing in pain and gritting his teeth against the force of the attack. _How does such a small girl hit _so hard_?!_ His team once more reacted almost instantly to his command and broke apart, Nora keeping her distance and firing at anybody not near her teammates as she ran.

Ruby pulled back her scythe to prepare another attack, but had to change the angle and dig it into the ground instead to block Jaune's sword with Crescent Rose's shaft. Before he could get another swing in she put both feet on the scythe and fired, sending her backwards and to the right away from Jaune. He began to run at her and as she landed she aimed her weapon behind her and shot again. As she lunged the blade of her scythe swiveled on its mount to bring it in line with the shaft, making it look more like a spear or polearm. She slashed in mid-air at him and he blocked again, this time getting knocked backwards with his shield arm pushed away from him. He wouldn't be able to bring it back in time to block Ruby's follow-up attack so he met her blade with his and to his surprise, they each canceled out the other's momentum perfectly. This bought him the moment he needed to fix his stance and he grunted while he shoved Ruby's weapon back, dashing forward quickly before she could recover to hit her with his shield.

Unfortunately for him, Crescent Rose fired again and she was suddenly spinning out of the way, and when he realized he wouldn't be able to anticipate her attack in time swung wildly out at her. Both attacks struck home and each of them stumbled back as a result. Jaune just barely caught the girl's smile before she turned her weapon, blade now horizontal like a scythe again, and used it to propel herself away from him towards... "Nora, watch out on your right!"

Nora had been forced by Weiss to shift Magnhild into its huge hammer form. Several craters were left in the smooth stone ground where she'd over-swung at her target and missed, but pulled the trigger anyway for either practical reasons or just because making stuff blow up was _fun!_ Without being allowed to use her Semblance, Weiss couldn't use any of her glyphs. Without magic, she was being forced to fight someone with a much _much_ heavier weapon with a rapier. Not an ideal match-up for her under the circumstances unless she wanted to burn the girl alive. Help arrived in the form of Ruby flying in to help, swinging her scythe to catch Nora's hammer as it descended towards Weiss again. "Now Weiss, quick!" She shouted.

She didn't have to tell her partner twice. Weiss brought her sword up level with and slightly behind her head pointed towards her target just as she normally would before leaping forward. Without the aid of her glyphs she was much slower, but Nora had only managed to force Ruby's weapon blade-first into the ground before Weiss was upon her. Nora dodged the first quick jab, leaped backwards away from a second and had to block quickly with her hammer when an unexpected lunge almost raked across her stomach. Out of the corner of her eye she could see Ren running forward to help, but it was too late. Ruby knocked Magnhild out of the way and Weiss got the decisive hit she needed, followed by two more stabs that sent Nora reeling. Ruby moved as if to attack again but was blocked with surprising easy by Ren's StormFlowers.

From behind them they heard Yang shouting, "Hey! You haven't hit me yet!"

Ren smirked. "And I'm not attacking anybody; I'm only blocking." Falling into what seemed like a very familiar rhythm the pair of childhood friends began to press forward, the boy in green blocking practically every one of Weiss's jabs and slashes while also knocking Crescent Rose off course to prevent it from hitting Nora, who was thus free to attack as well.

"Fore!" she shouted with glee, before swinging her hammer in an arc starting in the air behind her, down towards the ground and up into the Aura shielded gut of one Weiss Schnee. And then exploding.

"Weiss, no!" cried out both Ruby and the approaching Yang. And the blonde's distraction cost her, Ren rushing her with a quick round kick to her right shoulder - more out of muscle memory than an attempt to score points - before pushing off with that leg and using the momentum to catch her on the blade under the barrel of his right pistol while she stumbled into it. Her Aura protected her but she still yelped in pain and surprise.

Ren rapidly swung several more times and Yang had to quickly get her footing back to block with her gauntlets. Ruby knew her sister would get the advantage quickly in close range one-on-one fight, so she quickly intercepted Nora before the red-head could help her teammate.

As their leader expected, Yang turned the tables on Ren rather quickly. She blocked another slash and punched him in the gut with her other hand, a small explosion marking her first successful hit of many. Over the next few seconds she blocked several more hits with a couple retaliatory strikes hitting home, then suddenly ended their duel with a rapid series of punches to the whole front of his body. He noticed she was only hitting him with her right hand, and realized why when she punched at the ground with her left hand and a much more powerful explosive shot out. Yang was already back-flipping away from it but Ren was still off balance from the sudden barrage of attacks. He dropped his right pistol and extended his hand out towards the projectile at the same moment it detonated against the ground.

An explosion engulfed his form, hiding him from view, but he was completely fine if a bit tired. He'd used his Aura to prevent the explosion from damaging him and quickly scooped up his discarded StormFlower. He dashed out of the cloud at Ruby and forced her away from Nora after landing one or two good strikes.

Meanwhile, Pyrrha and Blake both had been exchanging skillful blows for almost the entirety of the time the rest of their teams had been fighting. Approaching the end of a second minute, neither had yet landed any more hits than the few Blake had opened up with when her team rushed JNPR. Blake would slash with Gambol Shroud's sheath only for that to be blocked by Pyrrha's shield, who would then retaliate with a slash from Milo only to be blocked by Blake's sword. Both of them shouted, "Enough!"

Blake jumped back and took aim before firing Gambol Shroud at her opponent, which flew out of her hand and was guided into a series of incredibly quick whirling slashes by the ribbon it was connected to. Each of these slashes blocked a shot from Pyrrha's carbine, the form her weapon had taken when she too jumped backwards. She blocked an offensive strike with Akouo while Milo shifted into into its third form, a javelin, and launched it at Blake assisted by its powerful firing mechanism for greater speed.

Crying out in surprise and pain, the Faunus girl was sent flying backwards all the way into the barrier wall by the forceful attack, both weapons leaving her hands as she went. The javelin lost momentum and hit the ground a few feet from her and she quickly dived forward to grab it, only to be clipped in the arm by Pyrrha's thrown shield.

_"B-defeated!" _Declared the arena's computer, the first time somebody in the fight had been eliminated.

"Darn it!" Blake cursed at the ground as she climbed from all fours to her feet, holding her hands up in the air and leisurely walking towards the opposite side of the arena where the staircases and exit from the arena were. Pyrrha collected her own weapons and quickly rushed to help Jaune and Nora fighting Ruby and Weiss.

However before she could reach them the computer shouted out another loss. _"R-Juniper-defeated!"_ Ren joined the disappointed bow-wearing girl on her trip out of the arena.

Most of the class was enjoying the free show. Their scrolls displayed that Ruby had 12 points, Weiss had 8, and Yang still had 15. As for JNPR, Jaune was down to 9 and Nora only 4. Pyrrha had the best score of 16.

Pyrrha managed to block one of Ruby's attacks aimed at Nora and tried to distract the black-and-red-haired girl, drawing some of the heat away from Nora, but Weiss had realized there was one other thing she was still allowed to do here; she froze Nora's hammer to the ground the next time the girl missed. A single shot from the hammer was enough to crack the ice almost entirely but didn't free it quickly enough. Weiss landed the first hit to cut Nora's remaining points in half, then with a fast pair of jabs turned the tides of the battle in their favor.

_"N-defeated!"_

Shrugging and instantly deciding she didn't care that she'd lost Nora abandoned her hammer and started walking to the exit, waving her arms back and forth in a slow wave and imitating a wildly roaring crowd under her breath as she went.

Realizing the odds were against them now Pyrrha sprinted over to Jaune and got into position behind him facing away, nearly pressed up against his back. "Glad you could join us!" Her leader commented in a forced cheerful voice, the strain of this long fight with one powerful and one very quick opponent clearly having taken its toll on him.

"I think our biggest threat is Weiss," she replied without acknowledging the comment.

Jaune laughed nervously. "Right, okay! How do we handle that again?"

His teammate and friend looked around at the three girls surrounding them with weapons aimed, trying to think of a way out. _If they start attacking from a distance, we'll probably lose, but that's not their style._ "You try and attack her, and I'll keep the others off of you. Don't even worry about anything behind you, just focus entirely on her. I know you can do this Jaune."

Her leader nodded, looking far more confident than he felt. "I'm on it." He charged the heiress and swung, expecting the easy dodge and blocking her jab with his shield. Weiss didn't commit to the attack much and easily pulled back to parry Jaune's sword before riposting. She didn't expect him to successfully dodge it himself and step forward into her, preventing her from easily moving her arms to react.

She also wasn't expecting to be slammed in the face with his shield. That one stung.

Jaune's rapid chain of slashes would have been easy enough to defend against otherwise, but she was genuinely disoriented by that hit to the head while her Aura was as weakened by battle as it was. Two landed, she stumbled out of the way of another pair without realizing and blocked one more, only to be hit a moment later again just as her head cleared. Unfortunately that annoying shield of his slammed into her stomach again and robbed her of the opportunity to attack. Instead she was forced to back off and prepared Myrtenaster to shoot more ice element Dust.

As he charged her one more time she struck his chest and pulled the trigger. Jaune found his arms frozen in an awkward position with his shield arm out to the side and pointing his shield flat side up, and his sword held out in front of him to jab. His upper body was also much heavier now. That combination threw him off balance and nearly had him falling face first towards the ground. But he sensed her next attack coming, and throwing caution to the wind, spun around as he went and in doing so completely abandoning his footing, but successfully nicking her stomach as she hit his with a jab.

_"W-defeated!"_

"Why I- ugh!" Weiss stomped her foot and tossed her sword towards the ground behind her. It rolled away from Jaune who was left helpless on his back, still frozen. "I won't go down so easy next time!" She called over her shoulder as she left.

Jaune sighed, stuck and forced to listen to the crowd laughing at him. "Pyrrha!" He called desperately. "Help me!"

Pyrrha glanced quickly over her shoulder at him and almost rolled her eyes. How did he _always_ manage to get himself stuck at some point? A small amused smirk brought a corner of her lip up. "I'm coming Jaune, don't worry!" She yelled back. She suddenly jumped into the air with Milo in its carbine form and fired several times at her two remaining opponents. Her rifle didn't generate as much force as some of her friend's weapons but every little bit would help this.

She tossed Akouo at the wall on the other side of Jaune at what she hoped was just the right angle - she normally would use her Semblance to assist in something as precise as this but she would just have to trust her aim - and cheered internally when it ricocheted almost perfectly into the ice around Jaune's torso. He yelped in surprise and tried to move, but the ice hadn't broken completely. "I'm still stuck!"

"I know! Sorry about this!" Jaune's eyes widened as he realized what was about to happen, but even as he started trying to stutter out words to tell her not to do it, he knew it was too late for her to change where she'd land.

Pyrrha landed on the lip of her shield and kept going, her aim once more spot on. It tore through the ice and flipped up away from Jaune, landing behind his head just short of where Pyrrha had continued past him to the ground. As she spun to face him she fired a quick pair of shots into the remaining ice over his shoulders, temporarily deafening him but ultimately freeing him.

Jaune quickly got to his feet and put the arm holding his sword up against his ear, wincing in pain. He yelped and ducked a sudden slice from above, Ruby having followed Pyrrha's example and attacking him from the air. She didn't press further though and instead charged his teammate.

Leaving him to deal with a grinning Yang. "Oh no..." He tried to say under his breath, but actually shouted.

"Oh _yeah!_" Replied the blonde mid-dash as she pulled back her fist. Her left fist. Jaune was completely clueless about what was about to hit him. And hit him it did, in the face, like a truck. On impact the detonation sent him flying past both other girls and into the wall, yelling the entire way and getting the air knocked out of his lungs by the barrier that caught him.

Yang whistled while she admired her handiwork, reloading both of her Ember Celica while she had the chance. "That sure was a _hit_, but I think it's already time for a sequel." She finished preparing both gauntlets and primed them for her next attack. "So here, _have another!_" Now both weapons were loaded with longer ranged, more explosive ammunition. As if air-boxing someone Yang punched several times towards both of her enemies, Ruby expertly weaving around the projectiles while she continued her attack.

She'd been hit too many more times and Ruby knew she was almost out of the game. Pyrrha was good, and Jaune was showing signs of improvement too. They had to end this quickly. "Yang come on, let's finish this!"

"I'm right with you!"

Yang caught up to her right as she started running too, both of them firing at their opponents and both opponents blocking each of their shots. Pyrrha was taking the brunt of Yang's explosives and was tiring under the painful barrage, and Jaune was running out of steam quickly as well trying to keep up with the quick shots from Crescent Rose.

And just like that, it was over. Yang reloaded again with a much more fancy flourish and started laying into Pyrrha with less destructive detonations, each punch sending another wave of pain down her tired shield arm. She desperately swung her sword only to have it knocked out of her hand, and a flurry of punches later she heard three sharp sounds from the speakers.

_"J-defeated! P-defeated! Round-over. Team-Ruby-wins."_

She turned to look over her shoulder at Jaune, who was disarmed and lying flat on the ground. Crescent Rose was pointed at his face until the match was called, and cheering, Ruby folded her scythe back into its rifle form and attached it to its clip at the small of her back before charging into Yang's waiting arms. They were both laughing and hugging, then with an arm over the other's shoulder they both started walking towards the exit of the arena with the rest of Team JNPR, their free hands held high in the air while the rest of their class clapped for them.

Anna held up her hand to stop them before she snapped her fingers again and the barrier shut down. "Alright, everybody down here! Collect your weapons and group up, I've got one last little speech to give you all before lunch!" She glanced down at her scroll and winced. "A really little speech. I'm actually going to have to put in a quick word with Oobleck to let him know you guys are going to be late. I'm also pushing back your lunch." She smiled and winked. "It's mostly your fault for showing up for class at the last minute, but I'm a nice gal! You don't say anything and I won't either. Anyway!"

Her class had finished gathering in front of her, and she nodded to teams RWBY and JNPR. "Excellent work all of you, I can only think of one team that's put on so great a show for me before - this time there's _two of you! At least!_" She gave an expectant look to the rest of her class past the two teams that had just fought. "You guys had better be at least _half_ as awesome as this lot, you hear me? Nobody likes a boring class and guess what? Teachers don't like boring students either. That's right, I said it!"

Most of her students just laughed awkwardly in response. She glanced at the time again. "Right, you guys need to go. Okay, good work, I've sent you all a short list of which chapters I want you to read from which books, that's going to be our starting point and a few more classes in after I've seen how you all work we'll get on to the cool stuff, a'ight?" A few people cheered and everybody started off for the staircase. As they tried to pass, Anna put a hand on Weiss's and Jaune's shoulder, stopping them. "I need to talk to you two before I let you go." She said in a more serious but still polite voice.

After the rest of the class was gone, she sat down on the edge of the wall and gestured at them. "Can you guess why I'm keeping you two?"

Weiss had a confident smirk on her face. "Because you recognize talent when you see it?" Her teammate's friend wasn't nearly as optimistic.

"Did we break a rule or something?"

"Both wrong!" She sang cheerfully, confusing them both. After a beat Anna sighed. "Remember, I'm not just here to torture you and amuse myself by making children fight each other to the death. I'm here to _teach_ you, and both of you have a glaring weakness that I think should be addressed." She turned to look at Weiss first.

"I've read all your files and I know you have a ranged ability that doesn't rely on your glyphs, but I think you'd do well to add something else to your equipment." Anna put a hand up to stop Weiss' protest before she could even say a word. "I know you must've been training in your specific style for years, and adding something to that could throw things off. Just think about it, okay? Every extra weapon you have is something else to protect yourself and your allies with. It almost never hurts." The white-haired girl nodded stubbornly and Anna shooed her away with a hand. "Okay, go head off to your late lunch."

As Weiss left, their teacher focused her attention on Jaune. "Do you think you have a better idea of why you're here now?" She asked softly.

Slowly the young man nodded, and he let out a sigh. "I don't have any sort of ranged weaponry or powers at all."

"That's right." She swung her feet up horizontal with the rest of her legs, keeping herself on the wall with both arms. "I'm honestly not sure where to start with you since your fighting style seems so cobbled together. We need to get you a ranged weapon, iron out your form, and even though it's not really my thing I can't understand how you got this far without learning what your Semblance is! I don't expect you to fix everything all at once but that's why you're here; to learn." Idly kicking her legs some more she seemed to become lost in thought for a moment.

"I'd heard that you might be getting help from one of your teammates to clean up your style. Is that true?"

"Yes ma'am, it is." Jaune said sullenly.

She focused on him again. "Good. I'm not saying you need it, but you won't hear me saying you don't. Maybe this upcoming weekend, you ask her to go with you into town and you look for some more weaponry to add to your arsenal, okay? If you're stubborn about it and don't want to go with anybody, let me know now so I can call you back over here a couple times after classes and evaluate you further, and I'll give you a list of things I think would suit you."

He slowly nodded in response, and a determined glint lit up his eyes. "That's alright. I already tried keeping my problems from my team once; I won't do something that stupid again." Anna smiled brightly at him, hopped to her feet, and patted him on the shoulder.

"It sounds like you've got a good team backing you up. Everybody goofs up sometimes, but that's what your friends are for. They give you a kick in the butt to help you back to your feet, and soon you'll be back to punching all kinds of baddies in the face!" Jaune unintentionally rubbed the spot on his face where Yang had hit him. "Whoops! Forgot about that, sorry. Just, ah, just go now. My bad. Hope that feels better!"

Despite the depressed note he'd entered the conversation on, Jaune smiled at her and offered a thumbs up with the hand he'd been rubbing his face with. "Thanks a lot Professor Valentine."

Her smile didn't move, but her eye twitched and mid-wave she balled her hand into a fist hard enough to make a sound. "I asked very nicely not to be called that, Arc."

Jaune turned and ran. "I'm sorry Anna, it won't happen again, _just don't kill me!_"

She sighed and shook her head in bemusement. "These kids just get weirder every year. I almost dread to see what the next batch is going to bring me..." Then she laughed. "Almost!" Anna walked down to the arena to set about getting rid of all the boulders and fix various damages to the floor, coat already glowing again and a wide smile on her face.


	5. First and second impressions

Ruby smiled all the way to the cafeteria. "That was some of the most fun I've had since coming to Beacon!" She gushed to her friends and teammates.

"Speak for yourself..." Groaned the battered leader of Team JNPR. "You girls really don't hold anything back. And I was worried about the teacher?" He snorted, motioning with his hand like he was pushing something sideways away from him. "Totally had my priorities wrong."

Giggling in response, the silver-eyed teen took her seat across from Jaune and his team's side of the table as usual. Late as they were, barely anyone else was there and they had almost the entire row of tables to themselves. Ren had capitalized on that and was sprawled out on the bench where he normally sat, but laying on his back with his head next to Nora. His eyes were shut as if he were trying to take a nap but Nora was putting bits of food in his mouth from his plate and he was opening his mouth and chewing, so he was clearly awake and paying as much attention as he always did. They were doing this as if it were a completely normal daily occurrence - which for all Ruby knew, it was before they'd gotten to Beacon - and for how casually they treated it nobody gave it a second thought.

"She's got to be my favorite teacher so far though." Yang threw in, also smiling. Blake snorted.

"I'm sure that has nothing to do with the fact that both of you use gauntlet-based weapons and enjoy putting craters in things." She commented sarcastically before taking a bite from her tuna sandwich. The blonde laughed a bit awkwardly, caught by her partner in one.

Pyrrha seemed fairly happy all things considered. Even though her team had lost she'd been glad to see Jaune was paying attention during their training sessions and how much he'd improved. She was especially glad when Jaune quietly admitted to her when she asked what Anna had kept him for to being told to try and find a second weapon that weekend, immediately offering to help to which he agreed, then asked the rest of his team as well. _It's a pity that it took a terrible person like Cardin to get him to change like this, but I'm glad he finally trusts us regardless of the reason._ "She seemed nice." Was all she added, getting an incredulous look from Jaune.

"I had fun!" Nora randomly chimed in. "I got to try to blow you guys up!" She pointed in a line across the team opposite of her, worrying them all slightly.

On the other side of the room, Velvet sat with only her lunch and her thoughts to keep her company. She wasn't sure if she was glad of this because she wasn't being bullied, or sad because she hadn't gotten up the courage to go sit with her new friend. She sighed and took another bite from her salad. After having several hours away to give her time to think about it she'd decided she was worried about Alpha. Granted, not very much, but he'd sounded pretty bad the last time she'd seen him.

_You are _killing us_!_

She winced. What had that been about? Had somebody really poisoned him? Was he just crazy? And what did he mean by '_us_'? Velvet had been left with many questions and almost no answers at all. She decided it would probably be best just to try not to think about it - which of course left her thinking about nothing else.

Much to her excitement though, the doors opened and a welcomed distraction entered the room. Most of Team KTSN and a handful of other second year teams had arrived for lunch, and Kikuno immediately spotted her. He lifted his hand in greetings and she waved back, watching as he and his team collected their food. Their leader said something to his brother who nodded in response, Kikuno headed over to her and sat directly across from her spot, unbuttoning his collar to free his face.

He smiled at her. "Hey, haven't seen you in awhile." His eyes widened suddenly as he realized what he said then he smacked his forehead with his free head, dropped his utensils on his plate and leaned forward slightly. "I am so, _so_ sorry that we didn't come when you asked for help."

Velvet looked surprised and shook her head slightly. "It's fine, really Kikuno. You didn't need to help at all, but you asked someone else anyway. That means a lot to me by itself."

If anything, that seemed to make him feel worse. "It's not fine. The very first thing I told you was that whenever you asked we'd be there, and the very first time you asked, we bailed. _I _bailed. That's not cool, and I want to do something to make it up to you but I have no idea how." His sentence trailed off into mumbles and he pouted childishly, though he wasn't looking at her and didn't seem to realize it.

"Oh come now, Boss." Scolded a colorfully dressed girl Velvet only knew as a member of Kikuno's team. She practically jumped into her seat next to him and shook the table with her landing. "It's not like you to be so expressive."

That comment confused Velvet, but she wasn't given time to think about it as the cat-eared Faunus turned to her and extended a hand across the table. "Saika Nekomata, at your service! I do birthdays, parties - but never birthday parties - and if you find me a band to play with, concerts." She winked. "But I do shows for friends free."

Velvet shook the offered hand somewhat awkwardly. "Why no birthday parties?"

"Kids are _evil_ little creatures. Like, I'd rather try to tame a Grimm than a kid." Saika shuddered and dug into her sushi. It was amazing how much variety there was to the food in Beacon's cafeteria.

"Hah! Like you could resist beating the Grimm's head in long enough!" Barked the tallest of the team, putting a plate with rice, beef and vegetables in front of his brother and sitting down on Saika's other side. He quickly grabbed a french fry from his own plate and put it in his mouth. The two started bickering while Kikuno looked back up at Velvet.

"That's my older brother Natsu. He's a bit too blunt and hard-headed for his own good, but he's a good guy deep down." His sentence was punctuated by Natsu shoving more fries in his mouth and continuing his conversation with his mouth full, making Kikuno wince. "Somewhere. Deep down somewhere, he's a good guy. Really deep down..." A small smile twisted his lips when he heard Velvet chuckle.

But as quickly as it had come, it left and he looked at her seriously again. "Really Velvet. I owe you. I had to keep this lot studying," he pointed a thumb sideways at his two teammates, "myself or they would have procrastinated and failed the assignment, but I'll just let them learn their lesson the hard way, they can handle it. I'll make time if you ever call again."

She nearly continued trying to argue with him, but his expression made him look almost pained to have messed up. Velvet gave in and nodded. "Alright. But I'm holding you to that." She teased, pointing at his chest. He broke out in a relieved grin and nodded back.

"I wouldn't have it any other way."

They continued talking while they ate - though slightly more politely than Natsu did - with Velvet talking a bit about herself and Kikuno in turn describing his teammates and telling her stories about himself and the rest of them. He was halfway through another story that had her laughing when he suddenly frowned and glanced down the table.

"That's strange..." He muttered.

Velvet tried to find what he was looking at, looking around. "What's strange?"

The lavender-haired Faunus slowly shook his head as he started to get up. "Taji isn't here yet. I was sure Taji was just behind us. I'm going to go check." He heard another pair of feet moving as Velvet got up and walked over to him.

"I'll go with you."

Kikuno hesitated, but nodded and started off towards the exit. "Thanks." He said while buttoning his collar back up. They checked both ends of the hall and worked their way back to the classroom they'd come from, but there was no sign of a head of dirty blonde hair anywhere.

"Let's split up. I'll start checking other rooms on this floor and work my way up. You go check your room and any other places you think she might be for some reason." Velvet's friend paused and looked at her for a moment with his eyebrows raised slightly, but didn't make any other comments and gave a brief nod before hurrying away.

She started her own search down the rest of the hall, checking every room as she'd promised and calling his name for good measure. Just when she'd decided the last room was likely empty, she heard something and stiffened. Her ears weren't just for show; she was almost positive she could hear someone else in the room breathing.

Velvet was in another one of the classrooms, the one closest to the cafeteria in that hallway. She was pretty sure this room hadn't been used since she'd arrived at Beacon. It was all set up and kept clean as any other room in the academy, but there weren't any indications that a teacher had used the room with nothing on the walls and the desk completely uncovered.

After a moment she realized the sound she was hearing was coming from behind the desk, and she quietly made her way over. She decided whoever she heard breathing was definitely under the desk. With practiced ease, she silently climbed onto the desk and peered over the other edge into a pair of wide golden eyes.

"Aaah!" Taji shrieked, startling Velvet who cried out in surprise too and nearly fell forward. She was stopped by a pair of small hands grasping her shoulders just before she fell completely, and between the two of them she managed to right herself on the ground in front of Taji.

"What are you doing here?" The Faunus girl asked curiously, absently rubbing one of her ears. _That girl really knows how to scream..._

Team KTSN's missing member shifted uncomfortably from their hiding spot under the desk. "It's nothing. I just wanted some time to think."

Velvet wasn't convinced, but something else in Taji's voice bothered her too. She leaned forward and pressed a hand against the blonde's forehead. "You're sure you're alright? You sound kind of funny. Are you sick or something?"

Taji's cheeks heated up. "I'm not sick either. Like I said, I just wanted to be alone for a bit."

They stared at each other silently for a few seconds before the rabbit-eared Faunus frowned. "You might not think you are, but I'm sure there's something wrong with your voice. Let me take you to see the nurse."

"No, really, I'm fine!" Taji argued indignantly. "Can you take your hand off my forehead? Please?"

Velvet took a closer look at the Human she was worrying about. She did as she was asked, but instead grabbed Taji's hand and started pulling as she stood up. "I can't feel a fever but your cheeks are bright red. Come on, we're definitely going to the nurse. As soon as we get there I'll tell Kikuno you're there."

Taji stood with her but pulled out of her grip, cheeks turning redder if anything. "Of course they are! A pretty girl suddenly started feeling my face!"

Both of their eyes widened to the size of saucers, Velvet putting her hands to her mouth and blushing herself.

"I didn't mean to say that- I mean, it's not that you aren't pretty, you are- wait, no, I didn't mean to say _that_ either- ugh!"

Velvet felt similarly flustered. Taji seemed sweet and she hated to do this, but felt obligated not to let Taji get her hopes up. She smiled awkwardly and lowered her hands, clasping them behind her back shyly. "Taji, I'm flattered, really, but I'm straight."

Taji had started pacing while she was working out what to say and was walking away when Velvet spoke. She turned around to look at the Faunus girl, confused. "What does that have to do with any..." Her eyes widened and almost her whole face lit up red. "Oh, just kill me now, not you too!"

"I'm sorry! You seem really nice, but I'm just not-"

"You think I'm a girl _too!_"

Velvet froze. It dawned on her that what she'd taken to be a symptom of a cold or allergies or something was in fact just Taji's natural voice, sounding deeper than a girl's because... He wasn't one. "Oh my gosh you're a boy." The Faunus said bluntly with a dazed expression on her face.

"_Yes!_"

Now it was her turn to turn scarlet. "_I am so sorry!_" She blurted out, hiding her face and rushing to the other side of the desk. She leaned backwards against it and slumped down into a sitting position with her face still buried behind her hands.

There was an awkward silence for a minute before she heard and felt Taji sit down next to her, looking away from her off to his left. He sighed. "To be honest, this happens a lot. The part where people mistake me for a girl I mean."

"It does make a lot more sense for you to be wearing the boy's uniform now... I just thought you were concerned about your modesty..." Velvet sounded like she was on the verge of tears.

That caught Taji's attention. He turned and put a hand on your shoulder. "Hey, calm down, alright? I've gotten used to it." She looked up when she heard him laughing awkwardly. "Honestly it shouldn't be a surprise anymore. I let Saika - the only girl on my team - pick out most of my clothes, and everybody says they think my hair looks better long so I've always just kind of left it." His hair was indeed long enough to reach the small of his back. Though it was normally tucked into the back of his uniform's coat, he reached back and used an arm to smoothly pull his hair out for her to see. "She trims my bangs though, otherwise my face would be completely hidden by now." An amused smile made it's way onto his face and he blew a few strands of hair out of his eyes.

"I've considered getting it cut anyway but she's practically obsessed. And besides..." He glanced around the room quickly to make sure they were still alone. "Don't tell anyone, but I kind of like it this long. It's kind of cool, y'know?" He suddenly stood up and jumped forward, landing in a spin with his right leg stretched out behind him and his left bent, crouched low to the ground. His hair swung freely behind him in a huge mass and splayed itself out across his back and over his left side. "I feel like I have my own built-in cape!"

Velvet giggled at his antics and before she realized she couldn't stop she'd started laughing out loud, Taji joining in with her. They just laughed together until they couldn't any more. Taji'd managed to collapse somewhere in the middle of his fit. Velvet stood and walked over to him, bending down and offering him a hand up.

He took it with a grin.

* * *

"Jeez, what took you guys so long?" Natsu complained as their missing teammates and new friend entered the room. "You have barely any time left to eat!"

Along the way back Velvet had messaged Kikuno to let him know she'd found the blonde boy and that they were on their way back. Taji had tucked his hair back into his coat and they'd met up a couple of halls away from the dining hall, KTSN's team leader relieved expression masked by his collar. He was glad Velvet was getting along so well with Taji, though he'd guessed they would based on their similarly shy personalities. They didn't tell him exactly _how_ she found him, though. He didn't ask, and they were plenty pleased to let that entire embarrassing event be their little secret.

Taji shrugged. "I got lost in the halls contemplating the deeper details of life." He was used to dealing with the tall teen.

"Ah, that does sound like some nerdy thing you'd do." Natsu accepted instantly. Velvet gave her blonde friend an incredulous look, to which he just shrugged and mouthed, 'I'll tell you later.' "And I guess another ten minutes is long enough to eat..."

Saika looked up from a large notebook covered in messy handwriting and what looked like music scores, only just now noticing them. "Oh good you're here! He'll never admit it but Big Guy got your favorite while we waited for you to show up." She gestured towards a bowl and glass next to Velvet's half-eaten salad, pretending Natsu hadn't even protested at all.

"Thanks!" Taji said with a grin, him and Velvet sitting down next to each other. She looked curiously at his meal and he slid the bowl of noodles closer to her. "Miso ramen with pork. I tried it once and I got hooked. I'd offer you some, but I bet you don't like meat, right?"

Velvet nodded. One of the only times in the past several years she'd eaten meat was when Alpha had told her to, and she'd nearly been sick a few hours later. Looking back on that she realized she was lucky he never noticed, or he probably would have never been convinced to eat anything at Beacon again.

"I thought so. Being around these guys so long, I've learned a lot about the Faunus." Taji dipped his fork into the bowl and spun it to gather some of the long thin noodles, then carefully put them in his mouth without letting any of the broth in his bowl drip.

Velvet tilted her head, curious. "You've known each other for awhile?"

He nodded several times quickly. After he swallowed his food he put down his fork and explained, "Yeah, since we were little!" Suddenly a huge smile crossed his face and he turned to look at his teammates. "Can I tell her, please? _Pleeeaaase?_"

"Taji, it's fine, you don't have to tell me. It really isn't any of my business."

"Go ahead Taji. We've nothing to hide from her." Kikuno answered, pointedly looking their friend in the eye and leaning forward to smile over his collar.

The blonde turned to her excitedly. "Okay, ask me another question and we can get started."

She thought carefully about it for a moment. "You can't all be related... How did you all end up together like this?"

"We're all orphans, actually. All of us were adopted by an ex-Huntsman who told us to call him Otou-Kuma. He's so cool... but he was part of a team of other Hunters that he was good friends with, and they all died fighting a big Grimm." Taji sighed, then took a sip of his milk.

"That's awful..." Velvet commented sadly. He nodded.

"Yeah, it is. He lost his will to fight after that, and that's when he left to go live on his own. But the Grimm don't care about anything like that, so he still had to defend himself. One of the days he went out to get more Dust, he found Kikuno and Natsu. At the time Natsu acted more like a big brother than Kikuno does now, and he tried to mug Otou-Kuma to get his money and buy food."

Kikuno chuckled from across the table. "Y'know, I had to be about three years old when that happened, and I still remember that perfectly. Otou-Kuma was so upset that a random kid would attack him and tried to take us to our parents to give them a piece of his mind." His bitter smile was hidden from view. "And found out we didn't have any. At least, not in town anymore. So - and we still have no idea where exactly he's been getting all this money for years without working - he gives us enough lien to eat for a few weeks and tells us to use the rest to rent a room at the local hotel." He laughed again.

"And then? Turns out the only reason he hadn't scooped us up and brought us back with him that day was because he lived in a single-room shack, built with his own two hands. He wanted to keep us safe while he expanded it. Used much more fancy stuff, too. Really wanted to make sure nothing could get to us before he could."

Their story had Velvet's mouth hanging open in awe. "That's such amazing luck."

"Oh you have _no_ idea." Natsu threw in with a grim expression, turning to face her. "Where were you, us? Right, so, the _next day_ after we get picked up by the old man, suddenly the town is hit by a huge pack of Grimm. Over half the people that lived there were torn apart before anyone could show up, and we didn't even hear about it until the next time Otou needed more Dust." He leaned back and nudged Saika, who suddenly looked up from her notebook and tried to process the conversation she'd been half listening to.

"My parents," she said sadly, "were two of the many deaths." The cat-eared Faunus gestured towards the brothers next to her. "These two found me while they were checking out the damage, and we were instant friends. But they were worried Papa wouldn't want to bring any more kids back."

Both boys shrugged together and said in unison, "So we ran away to stay with her."

Saika's mood did a 180 and she laughed, grabbing them both around the shoulders with an arm. "Yeah, these two knuckleheads took one look at me and wouldn't spend another day without! I'm sure they knew that after me, they'd never find anybody as cool." She gave another more quiet laugh. "But imagine their surprise when we manage to do it. Ninetails over there was _legit_ as a kid! I had tripped and the Twins were standing over me, laughing like idiots - or at least Natsu was - and Ninetails happens upon the scene, sees what looks like a textbook case of bullying, and cranks it the heck up to eleven!"

She cheered at Taji and the rest of her team broke into laughter together. Velvet smiled warmly and just observed them for a moment before she noticed something. "Wait, you two are twins?" She asked the brothers, who nodded in unison.

"We're not sure how much older, but we can just barely remember the way our parents would talk about us to the other, and they were definitely asking me questions about rather or not I wanted my 'older brother.'" Kikuno explained.

"And it doesn't matter how much older, either, because just the _fact_ is good enough for me!" Natsu chimed in with a goofy grin, reaching around Saika to shove his brother in the side.

"Just keep telling yourself that..."

"So _anyway!_" Saika said loudly to shut them up. "Anyway. Taji thinks they're picking on me, and in a ferocious ball of fists and feet he comes to my rescue. It took us forever to convince him we were friends, and by then he'd decided to follow us around like a lost puppy." She snorted. "I swear, Human or not, he's just as vicious as any Faunus when he thinks somebody is in trouble."

Taji blushed slightly at that, playing with his fork in his now mostly empty bowl. "Stop it, Saika."

"So, do you know what happened to your parents, Taji?" Velvet asked quietly.

He turned to her and shook his head. "Nah. I can barely remember any of this stuff, much less what happened before it."

She frowned and her ears drooped. "I'm sorry."

"It's really okay. Whoever they are, I hope they're living a happy life right now, but I didn't need them and I've never missed them." Taji turned a grin towards his team. "These guys are my siblings, and Otou-Kuma will always be my father as far as I'm concerned. And I couldn't ask for a better family." They all smiled back at him, then Saika encouraged him to continue the story.

"Right, so Otou finds all of us together near Saika's broken house. He looks furious and we're all terrified, then he suddenly runs forward and grabs Natsu and Kiku. Takes a good long look at the rest of us and tells us to come with him. He makes a quick stop in another store, and though we didn't know at the time he places an order for more construction material to be sent to our shack - sorry, his shack - through some huge digital multi-store catalog there."

Saika sighed, smiling with a distant look in her eyes. "Gotta love technology... so much shopping in one little box! What _can't_ computers do?"

"We get home and Otou-Kuma immediately gives Brother and I a stern look and tells us that if we want our friends to live with us, we need to build their room." Kikuno snorted at the surprised expression on Velvet's face. "Right? Of course, he didn't _actually_ expect us to do it ourselves. He told us we were the ones building it, but really he spent the entire time just telling us to bring him tools and parts, then explaining what he was doing while he did it."

Natsu smirked. "When we were a few years older and wanted more room for junk, _then_ we had to build it ourselves. Well, all four of us."

Taji nudged his new friend gently in the side to get her attention. "Hey, what about your team? I never see you with anybody else." Saika hissed at him from across the table and he narrowed his eyes at her, mouthing 'What?' in confusion.

Velvet started smiling sadly. "Oh, my teammates are great. We work really well together and they never pick on me, but they've been seriously swamped with work and other things ever since they got here and we don't hang out very often." She laughed slightly, but it sounded forced. "I have nothing but free time on my hands, though. So I usually wander or read by myself."

"They don't even eat lunch with you?" Kikuno asked with a frown.

"There's so much studying for them to do, they tend to head straight back to our dorm whenever we don't have class, and they eat there while they study too."

Taji had a similar frown on his face, but his expression brightened and he put a hand on her shoulder tentatively. She looked up, curious and slightly nervous. "I guess we'll just have to keep you company then." He said cheerfully.

Velvet was about to protest but paused when she heard agreements from the rest of his team. Natsu drove the point home. "We've all basically decided you're one of us already. Might as well just shut up and go with it, yeah?"

She was speechless for a moment. Her eyes started to feel watery and she blinked rapidly while she forced herself to calm down. The shy girl gave them a big smile. "You guys are great, you know that? Thank you so much."

Taji laughed. "What are friends for?"

* * *

"Alpha, have you made your decision?" Ozpin asked, sipping from a mug with the Beacon Academy emblem on it while he waited for a response.

It was just before dinner time and Alpha had been brought to the Headmaster's office by a woman with a white top, black skirt and a very no-nonsense attitude. He'd learned that her name was Glynda Goodwitch and not a whole lot else, but he wasn't inclined to ask about her after being woken up to the sound of a whip's crack and a very brief stinging pain in his shoulder.

Glynda had grown impatient with his deep sleep very quickly.

"I am still unsure of what I wish to do, but I do not see any other options." Alpha replied sourly.

Ozpin raised an eyebrow. "That's not true at all. If you decide to leave, we won't do anything to stop you."

The hybrid snorted at that. "Yes, and then I need only avoid whatever the authorities send to catch me after you inform them of my attempt to steal from thieves."

"That's actually not the case at all, Alpha." Ozpin replied, gesturing behind Alpha towards the door. "The exit's right there and as far as I'm concerned, we didn't catch you doing anything. There was a misunderstanding, then you became ill so we brought you here as compensation. Now you're healthy and we're even."

Alpha stared silently at him for awhile, thinking. _These people likely cannot offer me knowledge, he said, and I cannot imagine what they would want me here for if they do not know of Infinity and their experiments..._ "What do you stand to gain from my being here?" He asked suspiciously.

He was given a shrug. The Headmaster leaned back in his chair and took another drink from his mug. "The satisfaction of helping an aspiring individual with much potential get off the streets and turned away from a life of crime. A chance to study a unique case that nobody else could. Maybe even a future teacher for my school. The list goes on."

"And what would you offer me if I stayed?" The black-haired man fired back, eyes narrowed behind his visor. Alpha probably had less overall knowledge than a child. He doubted his value as a teacher was truly so high.

"A home, for one." Ozpin answered smoothly. "Food, companionship, a more legitimate source of Dust." He shrugged again. "I've been known to be wrong before, maybe you'll end up learning while you're here after all. If you express great enough interest then we might be able to arrange for you to be tutored by somebody, a member of staff with free time or a student looking for extra credit. You're clearly quite intelligent, I imagine it wouldn't take much to get you caught up with the other students at least.

"It also seems like we wouldn't have much to teach you about application of Aura. You are such a natural that without even being aware of what you were doing, you've almost mastered use of yours and with enough time to learn the rest of the terminology and maybe some study from a few books to round out your knowledge, you could have the honor of teaching future generations how to keep themselves and others safe from the Grimm."

Alpha went quiet again. He watched both the man in front of him and the woman standing behind him off to the right on his visor, encouraging Umbra to reach out and test their states of mind for any deceit. _**I believe them to be telling the truth. They are obligating us to nothing, but offering us refuge here. **_Alpha had come to the same conclusion about the situation. _**We would stand much to gain here. They have professional knowledge of many aspects of technology and combat relevant to us. Should we stay, we would have a place to hide and access to resources that could set us up to bring us to our goal.**_

His argument was sound and Umbra hadn't been wrong in his assessment of a person yet. If they could overhaul their equipment and fine-tune their techniques with powerful opponents to measure himself against, chances for their plans leaned much more in their favor.

After taking a moment to double check the situation from as many angles as he could, Alpha finally came to a decision. He slowly nodded his head to Ozpin. "My answer is 'yes.' I shall stay."

The older man smiled broadly at him. "Excellent. I'll get to work preparing a brief summary of how things work around here to send to your scroll. Oh, speaking of, now that we're done you can have all of this back now."

Ozpin pushed his chair back and reached under his desk, pulling a pile of equipment out and putting it on top. "You would've been given all of this back either way, mind you. I just thought it would be best not to arm you immediately before negotiating how possibly your entire future might be shaped." He seemed to remember something else and opened a drawer, pulling out a familiar black scroll. "And here's this." He handed it to Alpha who carefully took it and slid it into one of the many pockets covering his cargo pants, then started collecting his armor and putting it back on piece by piece.

"When you're finished with that, Professor Goodwitch will show you to where you'll be staying; I'm sure you can understand that we want our infirmary back." He smirked. "Especially since you scared away our resident doctor before you even woke up."

Alpha paused in attaching his last holster, glancing at the man across from him with a smile frown. After a moment he resumed his work and clipped it in place. Straightening up, he nodded to Ozpin and turned to face Glynda, who wordlessly walked to the door and opened it, leading him out. He physically looked back over his shoulder towards the Headmaster one last time before following.

Quickly catching up, Glynda started explaining where he'd be staying without turning to see him. Alpha had been almost completely quiet, so this impressed him somewhat. "This year, Beacon had just short of the maximum number of applications. We have two or three empty dorm rooms and you're being given one of them. You're advised not to move any of the furniture," she glanced at him with a half critical half pleading expression, "and I pray you'll be responsible enough to listen, but ultimately it is up to you rather or not you take that advice."

She left unsaid the fairly obvious threat that there would be some form of consequence should he fail to follow that guideline. He was not going to be given as many luxuries as the unruly students if he was going to continue to act so well disciplined, not if he was also quite rude.

"Understood." He replied simply.

"During any break to eat the students are given, you are free to do so as well. Any other time you may wish to eat you'll have to fend for yourself, or hope you can convince somebody else to help you. Curfew is ten PM, though as you aren't a student you are free to do as you please as long as we don't start getting complaints from anybody you may wake up." She stopped in front of a door in a hallway filled with them on both sides across from one another. Glynda turned and handed out her hand, a key in her palm which Alpha took.

"This is your room." She considered him for a moment. "If you were almost anybody else, I would give you another list of rules, but I believe it would be wasted time to tell them to you." Her eyes narrowed. "Don't prove my trust misplaced."

Alpha briefly wondered if she had heard of his multiple attempts to escape. He decided that she hadn't, and that it would be pointless to tell her if she didn't ask. He nodded and carefully took the key by a chain it was attached to. As she walked away he slipped the key into the door and opened it, greeted by the sight of an orderly room filled with - he assumed empty - furniture.

With nothing to unpack, he just stood still in the doorway and stared into the room, unsure of what to do now.

"Oh, hey, it's you!" Called a cheerful and familiar voice. He turned his head to face the girl with silver eyes and red-streaked hair.

And stared.

She shivered. "Uh, sorry about... whatever we did earlier." Just behind her the rest of the girls he had realized must be part of her team came around the corner into the hall. "I don't know what happened, but I hope you're okay now." She was subconsciously cringing away from his silent gaze, playing nervously with her hands. "You look like you're a lot better!"

Alpha nodded once, continuing to stare silently.

"Do you, uh, do you know what was wrong with you?" He nodded again. There was more silence. "Are you mad?" He shook his head. "Then will you tell us what happened?"

"You and your team are the first individuals I have met with powers like mine." He paused, then corrected, "With Auras." Alpha turned the rest of his body to face the team that was waiting for him to explain. "I was not expecting it, and did not realize that in response to your Auras I had subconsciously tethered myself to you all. The entire time we fought my Aura was pouring out of me and into you, and continued to do so to anybody else near me until Headmaster Ozpin and I realized what was happening. I have since corrected the problem."

The silved-eyed girl stood there in mild shock at the sudden onslaught of information. Behind her, the girl with a bow spoke up. "That _would_ explain why none of us tired even slightly while fighting him, and why he thought it was our fault."

He continued to stare at them and waited. It was the youngest looking who asked another question. "So what're you doing just standing there?"

"I was offered refuge here, and have accepted. This is the room I have been assigned." Alpha turned to face his room again. "I am unsure of what to do now."

"Well, your room is right next to ours, so how about we start with introductions? My name's Ruby Rose." She replied cheerfully, holding out a hand to him. He stared at that as if a hand was something he'd never seen before, too.

Her teammate in white spoke up next. "Weiss Schnee, heiress of the Schnee Dust Company." Ruby poked her in the side and muttered something in her ear, and she sheepishly rubbed the back of her head. "I mean, just Weiss Schnee." She got another nudge and added, "It's nice to meet you."

"I'm Yang! Yang Xiao Long." Chirped the blonde all the way in the back of the group. In front of her was the Faunus girl with the bow.

"Blake Belladona. I'd ask you not to make too much noise at night, but I get the feeling that won't be an issue."

"And we're Team RWBY!" Ruby finished cheerfully.

Alpha nodded his head in acknowledgment. A moment passed before Weiss spoke up, somewhat annoyed. "Aren't you going to tell us your name now?"

He looked at her and answered, "Alpha."

"Aw, come on." Yang complained. "We all gave you our full names, what's yours?"

"Alpha." He repeated, frowning. "Just Alpha. I do not have a last name."

She looked confused. "What do you mean, 'you don't have a last name?'"

Alpha raised an eyebrow at her, somewhat annoyed. "Alpha is not even truly my name. I do not have a name. But I was called 'Alpha', so that shall suffice."

It looked like Yang would press further, but Ruby stepped forward and put an arm out to quiet her down. "Why don't you have a name? What happened?" She asked softly.

He let out a slow sigh through his nose and scratched the back of his head, wondering how to answer that question without giving anything about his past away. "Where I was raised, I was not particularly well liked. I suppose they never saw fit to give me a name because my designation was all they required."

"I'm sorry." Ruby replied in a sad voice, stepping back again. "I didn't mean to bring up any bad memories."

Alpha shrugged. "It does not bother me." He lied, though his voice was the same emotionless monotone he'd used for the entire conversation and hid that fact. "If that is all..." He turned to face his room again, still without any idea what he was going to do.

He watched the team on his visor as they exchanged glances and had a short silent conversation with body language and mouthed words, then Ruby walked up to him and tentatively tapped her shoulder. They both separately noticed that his Aura didn't react to her touch this time. "So, you're trying to figure out something to do, right?" Alpha nodded slowly, unsure if he liked where this was going. "Well, maybe we could help you figure something out?"

Yang spoke up with a smirk, holding a hand up to wave back and forth in front of her nose. "Like maybe a shower. When's the last time you had one? You stink!" That wasn't true honestly, but his hair looked dirty anyway and she was trying to get some form of reaction out of him.

He considered that for a moment before giving another slow nod in response. "I have not showered for some time. That seems like an acceptable course of action. However, I do not know where the showers are."

"That's okay, I can take you! I was heading in that direction anyway." From their dorm, the cafeteria was past the shower room, and she wanted to go see if she could raid the post-lunch stock for any sweets. It was great being on the kitchen staff's good side.

Alpha blinked at her from behind his visor, mildly confused. "I suppose that would be acceptable, though I was not aware that we would be having joint showers at Beacon..." He replied slowly. There was a sudden burst of flame which served as his only warning before a blazing fist slammed into his cheek and knocked him flat on his back.

"Why did you attack me?!" He asked incredulously.

"Because you were hitting on my sister!" A furious Yang shouted back at him, her eyes now red and what looked like flames burning from her hair. He recognized the general feel of an Aura and assumed it must be her Semblance that allowed her to do this.

Alpha tried to process what had just happened. "But I have not hit Ruby Rose, nor was I on top of her!" He defended with confusion and anger tinging his voice. Both of her other teammates had to grab Yang's arms to prevent her from lunging at him again.

"Let me go! Just wait until I get my hands on you, you perverted _freak!_ She's only fifteen! I'm going to-"

"Yang Xiao Long, I do not understand what you are upset with me about!" Alpha said loudly as he got to his feet without using his arms and put a hand on each of his weapons in preparation to defend himself.

They stared at each other for a few seconds before Yang's eyes returned to their previous violet color and the flames died down. "You really don't get it?" She asked in a stern, harsh voice.

He shook his head rapidly.

"_Fine._" She spat, storming past him - clipping his shoulder as she passed - and flinging the door to their team's room open. It slammed shut behind her.

Looking completely lost, Alpha turned his head back to face the rest of Team RWBY. Ruby stood awkwardly with a small blush on her face now that she realized what Yang had implied, and the other two girls just looked relieved that nothing worse had happened. "Alright, Alpha, let's go." Ruby said with none of her previous enthusiasm. She walked off and Alpha followed wordlessly.

He'd very much enjoy it if that never happened again. _People are so confusing..._

* * *

Several hours later, Team RWBY found themselves in front of Ozpin again in his office. They weren't alone. Teams JNPR and that second year team, KTSN, were standing on either side of them. All of them were still wearing their school uniforms.

"Do you know why I called you all here?" None of them answered. "It's because I have a mission for you all." Team KTSN had mixed enthusiastic and worried responses, while the rest of the teams seemed mostly excited. "I doubt it will be as exciting as you expect, so hear me out before you start celebrating." Ozpin added quickly.

"I believe you have all met him, rather you know his name or not: a young man about the same age as most of you, in all black with armor and a visor?" They all nodded.

"That's Alpha. Yeah, we met him." Ruby chimed in. Her sister grumbled something under her breath and earned an elbow hard to her stomach from their leader for her efforts, making her grunt in pain.

"Good. I doubt he understands why himself, but he is a rather important person and a guest I personally invited to stay here. In time, I'll hopefully be working with him to learn more about the Grimm and possibly many other things." He put down his mug and leaned his chin on his hands. "If you've spoken to him, though, you might have noticed he doesn't behave... well, like a normal person, to put it bluntly."

"You can say that again..." Muttered Yang, once more grunting when her sister struck her.

Ozpin smiled, amused. "To be honest, what I'm asking you to do is keep an eye out for him." He paused and added, "And on him."

Pyrrha was the first to speak up. "If you're going to work with him about something so important, how come you don't trust him?"

He sighed into his hands, thinking carefully about how to answer that. "He offers a unique insight into the Grimm that I believe could also be used to understand new aspects of other things as well, but he is a wild card. I'm reasonably certain that in time, he'll come to understand that we mean him no harm. For the time being, however, the hand he was dealt in life has left him jaded." Ozpin leaned back into his chair with a tired expression on his face. "He doesn't have faith in any of us because he's never been given a reason to trust anybody else before, and because of that he's unpredictable. I don't know how far I'm willing to go for him if he turns out to be a time bomb waiting to go off on my students."

He nodded towards the gathered teams. "That's why you're here. Keep an eye on him if you have the chance. Every time I speak with him I grow more certain of my faith in him, but until I am completely convinced I want to make sure that if I'm proven wrong, there are people nearby ready for the bomb to go off."

Everyone in the room nodded to him, the three team leaders verbally accepting the mission.

"Thank you. If any of you believe he's a danger anybody, please tell me immediately. Otherwise, you don't have to interact with him at all if you don't want to. That's everything; you're all dismissed."

As the three teams left, the lavender-haired leader of Team KTSN got the attention of the other two teams. "I don't think any of us have ever properly met, and I promised to introduce myself the next time I saw you Ruby."

Ruby thought for a moment and realization lit up her expression. "You must be Velvet's friend, the one that asked us to help her with Alpha."

He nodded. "My name is Kikuno Ookami. This is my brother Natsu, and my other teammates Saika Nekomata, and Taji Kitsune." Kikuno gestured to each as he addressed them and they all gave some form of greeting after their name was called. "And I already know all of your names." They could hear the smile in his voice. "I take my job as team leader rather seriously, and part of the way I do things involves keeping up-to-date with the list of everybody we might be working with in the future."

Ruby and Jaune glanced at each other. It hadn't occurred to them to read about the other teams, but now that he mentioned it that seemed like a good idea. _Hooray, more studying..._ They both thought glumly.

The twelve of them all spoke for a few minutes as they headed back towards their rooms, but KTSN left earlier to head up to their floor. Before the last two teams parted Jaune spoke up.

"Hey, everyone, I'm going to be heading in to the city some time this weekend to go look for something." He paused. "To look for a new weapon, actually." The boy admitted sheepishly. "Anna told me that I need a ranged weapon and I think she's right. I have no idea what I can use, though. I've never used anything like that before..."

"So you're asking for help." Blake reasoned, receiving an embarrassed nod in response. "Yeah, sure. Why not?" Yang looked at her knowingly, an amused smile on her face. She knew Blake was all too happy for the excuse to get out of Beacon for awhile.

"We're in." Agreed Ruby.

"Great!" Jaune said happily. "I'll see you all then, I guess!"

"Or sooner!"

They went their separate ways, Blake and Yang heading off to get them something for dinner. Weiss pulled out a few books and set to work studying. "Ruby, you really should get to work." Weiss chided quietly.

"But it's Friday!" Whined the younger girl, clearly unhappy about the idea of studying. "We don't even have school for two whole days, can't I just relax?"

Weiss frowned and stood up to look at the girl on the bed above hers. "I've barely seen you do any research all week. You can't just procrastinate the whole time and hope you pass anyway."

Ruby groaned and leaned back hard into bed from her sitting position, turning onto her stomach and burying her head into her pillow. She mumbled something that Weiss couldn't understand. "What?" The younger girl turned worried eyes and a frown towards her.

"I don't even understand what we're studying!" Weiss tried to speak up, but Ruby was starting to panic now that she'd admitted out loud what her problem was. "I'm not ready for this Weiss! It was a horrible idea for me to come here. I skipped two whole _years_ of lessons and now there are things in these books I've never even heard of that we're expected to use to learn more about other things they're teaching us!"

She sighed miserably and collapsed back into her pillow. "This was such a huge mistake..."

"No." Weiss said in disbelief.

Ruby looked up, confused by her partner's tone of voice. "Huh?"

"No way! You are _not_ giving up so easily!" Before Ruby could work out what was happening Weiss had climbed up to her bed and sat at the foot of it, arms crossed. "After we became partners, you stood up to me from the very beginning, trying to prove that you deserved my respect. And you know what? You did! I respect you now Ruby, and I know you deserve to lead this team and that you can handle anything the world throws at you!"

Ruby was speechless. Her partner continued to fill the silence. "You're just going to give up? Just like that? All because of a few stupid books and an assignment in class?"

"Well, I mean, when you say it like that..." The younger girl began, but was cut off again.

"I won't allow it! Not after the lengths you went through to get through to me, no way!" She stared somewhat angrily at her leader for a few seconds before sighing and closing her eyes, turning away. "I told you I was going to be the best teammate you'd ever have. Teammates help each other, right?" Ruby nodded and Weiss opened her eyes, crawling forward to sit next to her partner. "Then let me help you. This stuff will be easy once you understand all the ways these books describe everything. Here, show me where you got stuck first."

Ruby stared silently with wide eyes for a beat too long, trying to process what was happening. "Well? Come on! We don't have all weekend."

Her smile was smaller than usual, but no less warm or genuine.

"Thanks, Weiss."


	6. Manners matter, right?

Alpha awoke the same way he always did, abruptly and instantly hyper-aware of his surroundings. He already had a hand on the button to turn his headset on which wasn't a conscious action on his part. His breath left him on a sigh when he saw the room was still just as empty as he'd left it. Alpha had been sure to lock the door and moved one of the bed in front of it just for good measure, but he was no idiot and didn't expect that to keep anybody determined from getting in.

He got up and moved the bed back into place, lifting it almost completely and making sure to make as little noise as possible. His eyes narrowed at it and he pushed it slightly further back. Satisfied it was exactly where it started, he walked over to the window and opened the curtains. Outside the sun was just starting to rise, only the orange glow it cast on the horizon visible.

This was his first morning as a welcomed guest at Beacon Academy and not a captive. The thought didn't make him feel any different, so he tried a different spin on it. _This is the first day that we do not have to worry that everybody near us may stab us in the back._ He considered that for a moment, then sighed again with a quick glance at the bed he'd just moved away from the door.

_**No it is not.**_

_No it is not._

Deciding it would be best to simply proceed as he normally would, but with the new facilities at his disposal to help things along, he got out his hacked scroll and opened it. As promised, he had a message from Ozpin that gave him detailed explanations of the average school day at Beacon and suggestions for him to help him operate without interrupting that schedule. There was also an interactive 3-D map of Beacon that let him either highlight marked rooms or use the key to find a specific one, which then would give him a detailed explanation of what the individual sets of rules for those locations were and what the purpose of the room was.

He glared heatedly at the icon for this floor's showers. It would've been useful to have this yesterday. Alpha skimmed the key and found the dining hall, also on the same floor as him. He turned to leave just as something caught his eye on the visor. Approaching the window again to get a better look, he could've sworn he'd seen...

_That is definitely Blake Belladonna. _He frowned. _I do not often find people up at this hour. What is she doing?_ Alpha watched suspiciously for awhile, but she didn't seem to be _doing_ anything. She just seemed to be wandering aimlessly dressed in what he assumed was a clean set of clothes identical to the outfit he'd seen her wearing the day he fought Team RWBY. Deciding to make a mental note of that as a precaution, he put on all of his equipment and left his room to go get some breakfast.

As he'd expected he was the first non-staff person to enter the room. None of the students were here, and it didn't even look like the staff was up yet. They were only just turning on their various machines to make breakfast for the mass of teens that would descend upon within hours. One of the chefs noticed him and wordlessly pointed to a basket of fruit at the far end of the counter they served food on. Alpha walked over to inspect it and settled on an apple.

Satisfied, he turned to leave only to be stopped when the man who'd pointed the fruit out to him spoke. "Hey, you could at least thank me."

Alpha looked towards him. "This is your job." He said simply, about to walk away again before the man replied and confused him.

"That doesn't mean you have to be a jerk about it..."

Alpha turned and gave the man his full attention. "A 'jerk?'" He asked.

"Yeah, that's what I said. You're being a jerk."

"What is a 'jerk', though?"

The man stared incredulously for a moment. "Y'know, a jerk! Someone who's rude, or, they tick you off, or, they just rub you the wrong way."

With every new explanation Alpha only got more confused. A frown on his face, he left the cafeteria and headed off for his room, eating as he went.

"Oh, I didn't expect you to be up yet. Good morning." Called a voice from behind him, his eyes already watching the image of Blake walking towards him. Alpha didn't reply and just continued walking. "Hello?" She asked, confused. "Can you hear me?"

"Yes." He responded quietly.

"I said good morning."

Alpha stopped, his frustration from earlier returning quickly. "Yes you did, Blake Belladonna, and I do not know why. It is a morning just the same as any other and I do not see anything abnormal about it, so what makes it a 'good morning' then?"

Blake reeled from his annoyed response, freezing in place and watching him walk away. She frowned and narrowed her eyes before hurrying to catch up. "It's just an expression. What's your problem, Alpha? I was just trying to be polite."

"I have already told you my problem: I do not know why it is a good morning."

"Like I said, _it's an expression._"

Alpha moved to open the door to his room, but Blake slipped past him and stood in his way. He growled audibly at her but she stood her ground. "Why are you acting like this?" She asked, annoyed.

"I would guess it has something to do with my being a 'jerk.'" Was his response, his voice returning to it's usual bored monotone.

Blake glared at him, grinding her teeth together and trying not to yell at him. "Apologize." She commanded through gritted teeth.

"I apologize." He lied immediately.

"Mean it!"

Alpha growled again. "I do not regret anything I have done besides this conversation, so I can not do that." He moved to push her out of the way but she grabbed his arm, and with surprising strength stood her ground against him. Worried she would grow suspicious if he used his full strength to move her he simply yanked his arm out of her grip and stepped back a few paces, trying to control his temper - or, rather, Umbra's temper. Alpha himself very rarely felt any emotions at all but Umbra had enough annoyance for both of them, and shared freely. Though it seemed they'd both been getting confused much more frequently than either of them liked.

"What's wrong with you, seriously?" Blake asked half incredulously, half angrily. She was starting to get confused by his behavior because honestly it just didn't make any sense.

He took a moment to consider. "Many things, if I am to compare myself to what I can understand of the standards of society." He frowned at her. "Blake Belladonna I do not know what I have done wrong. Please either explain or allow me to enter my room."

Now she stared at him, mouth open slightly. "You really don't understand, do you?"

"That is what I just _said_, correct?" He snapped.

Blake watched him for another couple of moments before trying his door. He'd locked it on the way out, so she stepped aside to let him unlock it and enter. Then before he realized what she was doing, she had entered behind him under his arm. Debating rather or not he should just immediately leave already, he glared at her, his visor hiding it from view.

"I... wow... I actually almost feel bad about getting so angry at you now." Blake said quietly, not looking at him.

Alpha let out a long sigh. "Blake Belladonna, I have never been taught how to conduct myself around others before. This is a completely new concept to me. I had never even thought of the possibility that I might be in a situation where I shared housing with somebody I had not hired to do work for me, much less an entire building of people I have not even met yet.

"I did not understand what I did wrong yesterday and I still do not today. I..." He frowned and seemed to instantly get more frustrated. "I... I do not know how to explain any better!"

"It's okay. I think I get it." Alpha turned to look at her, calming slightly.

"You understand?"

She nodded. "I do. I'm not sure how you could have been so badly neglected, but I believe you're telling the truth."

Alpha nodded to himself. "That is... good." He sat down hard on the bed across from Blake, who was sitting on the bed between the door to her left and the one he'd slept in to her right.

"Alpha, how have you've been so sheltered from society you don't even know the meaning of common phrases that are used in every day conversation?" She asked tentatively, hoping she wouldn't offend him.

He spent a long time thinking about how to answer that question. Umbra debated with him about rather or not what Alpha was planning was actually a good idea, but ultimately agreed that it was for the best, and they had to try something to end this downward spiral before they were kicked out of Beacon.

He looked up at her, Blake trying her best to meet his eyes, even squinting to try and see through the visor. "You can not see through this visor from the outside without a very bright light directly pointed at it. It is designed not to allow glare from light to interfere with the display, and is as a result very difficult to see through." He commented out of nowhere, noticing her curiosity. Was he trying to avoid starting this conversation? That wouldn't do. "If you will listen, I will tell you what I am, and how that has made me who I am."

The Faunus girl shrugged. "It's an early weekend morning. I've got plenty of time if you're comfortable telling me your story."

Alpha nodded, deciding at the last minute what he would omit from the story. "I suppose that if I do not start at some point, I will never get anywhere at all. I will trust you, Blake Belladonna, because I feel that as a fellow Faunus you may be able to relate in some way to my story, and ."

She looked startled. "You're a Faunus? It doesn't show." Blake considered his bulky square earpieces, wondering if they hid something and asking as much. He shook his head.

"It is not so simple. I will explain, but from the beginning. I do not have a name because I was never given one. But when I was born, I was given the designation 'Subject Alpha.'" He shifted on his bed slightly, randomly noticing he'd spent a lot of his time talking to people sitting on a bed talking to someone who was in the room against his will. The thought almost amused him.

"For years, possibly a couple of centuries, there was on ongoing experiment to produce hybrid beings that combined the best qualities of both Humans and Faunus genetics. I was the penultimate result of that project, and they kept me almost entirely isolated to study and test. I escaped almost three years ago."

"They locked you up like some animal..." She thought aloud, furious. "That's terrible. You're right, I do sympathize with you." Blake thought of something suddenly. "Wait... How did you know I was a Faunus? You're the third person to figure it out." She adjusted her bow slightly on her head, frowning. Ruby had told her Penny already knew she was a Faunus as well, making her the second person after Sun to see through Blake's disguise.

"One of the abilities I have allows me to sense other people." Alpha explained. "Different beings feel different. A Human, a Faunus, a Grimm, I could identify them all separately with my eyes shut. Though I could not tell the difference between a domestic cat and a wild tiger the same way."

She seemed somewhat relieved that he hadn't somehow guessed because of something other than her ears, but after dismissing that subject frowned again when she remembered how they got on the subject. "So you're saying that aside from the scientists who were researching you..." Blake had to stop for a moment to control her own temper now. "Besides them, you never met anybody else for your entire childhood?"

Alpha nodded. "My parents were a special exception to their policy of trying to keep parents away from their laboratories, and I met them, but they seemed to be as interested in what was being discovered in me as the rest of them. Neither of them ever spoke to me."

Blake was on her feet before she realized what she was doing, fists clenched and her eyes wide with rage. She slowly sat back down and tried to force an even tone to ask, "Did you make any friends after you escaped?"

She didn't register that he was confused until he asked, "Friends?" He said it the same way he'd been questioning everything else so far, like the concept was completely foreign to him. Something in Blake snapped.

"You..." She almost whispered, afraid to speak any louder in case she lost it and began to shout at him. "The way you've been treated is absolutely unacceptable. It sounds like the sort of thing the White Fang should have been protesting, but has been too absorbed in themselves to care about now."

Alpha shook his head. "The White Fang is predated by these people, and they have been doing an excellent job of hiding themselves." There was an edge to his voice as well now. "I wish I had kept better track of where I was going when I escaped, but the entire outside world was new to me and between exhaustion and the sensory overload, I blacked out several times. Eventually I passed out completely, and when I woke up and searched for something I recognized, I could not find anything.

"From there I made my way to Vale City." He paused, looking up to her face physically again. "I stole whatever I needed with no goal but to survive until I learned enough of technology to work out how I could get specific things. After taking valuable things, I sold them so I could then hire somebody to construct this gear with the intent of being able to defend myself." He gestured to the various pieces of armor he was wearing and his weapons.

"Before you develop any misconceptions about me, I do not regret any of what I did. I do not believe I regret _anything_ I have ever done to the extent that would be expected of me, based on your reaction to my simple social misdemeanors."

Blake bit her lip. It was bad enough that Sun had been stealing simple things on a whim, but to steal enough to get custom weapons and equipment designed for him and the Dust to operate them was an entirely different kettle of fish. But given his situation, she decided she would forgive him for what he'd done. In the future, she would convince him to repay everybody he could find that he'd stolen from.

That thought made her suddenly realize that somewhere along the way, she'd decided to go through with the idea she'd had when she accepted Alpha truly was socially oblivious to almost everyone and everything around him.

"The expression I used earlier, 'good morning,' is just a polite way to greet someone. It doesn't actually have anything to do with how good or bad anything is because it's not a statement, it's a wish that the person you're greeting has a good morning."

He absorbed this information and slowly nodded. It made enough sense, even if it didn't quite align with his way of thinking. "I see..." He admitted aloud. "Then it would seem I overreacted." He didn't outwardly acknowledge the sudden change of subject at all.

"If you don't mind me asking, what had you in such a bad mood earlier this morning?" The Faunus girl asked.

Alpha sighed, reaching under his visor to rub tiredly at his eyes with his free hand. "I had a similar encounter with somebody in the dining hall. They told me I was impolite for not thanking them, but it is their job and what they are paid for. I do not understand what favor they are doing for me, so I did not understand why I should be thankful..." He went to take another bite from his apple and realized he'd already reduced it to it's core. He tossed it in a garbage bin, throwing it hard enough to nearly knock it over.

Blake sat on the bed he'd had in front of the door the previous night. She looked at him thoughtfully, trying to understand why this confused him so much. "It's another way of just being polite."

"But why? What does that accomplish?"

"It's nice and helps to make a lot of boring jobs feel more rewarding, and sometimes just by doing it you can make yourself happy too." She gave him a small smile. "I suppose that last part wouldn't help you though, would it?"

Alpha nodded slightly. "You are correct." He thought about what she said for a moment. "I... believe I understand better now."

Her smile grew just a bit. "I'm glad."

He frowned, confused again. "Why?"

Blake let out a sigh. Remembering his comment to them the previous day about how he was raised, her expression grew serious. "Alpha, would you like me to explain what you did to make Yang upset yesterday as well?"

"I believe I would appreciate that." He said slowly, nodding at the end of his sentence. "Yes."

"Just like you thought, it isn't any more normal for people to shower together here than it is anywhere else. Yang is Ruby's older sister and she tends to be very protective over her. When you misunderstood what Ruby said, Yang probably thought you were trying to make a joke, and didn't like that you were both making fun of Ruby and implying you wanted to take a shower with her.

"The expression 'hitting on someone' doesn't actually involve trying to hit anybody or being on top of them either." _Usually... _She thought to herself. "It means you're trying to get whoever you're 'hitting on' to go on a date with you. Being a complete stranger and at the time still thought to be a criminal at least if not our enemy, Yang was less than pleased with the idea that you were expressing that kind of interest in her little sister. Does that help at all?"

Alpha nodded, doing a better job of keeping up with her now. "Yes, I think I understand now."

There was a comfortable silence that made Blake smile again, raising an eyebrow. "Well?"

"What?" Asked the once more confused hybrid. Blake laughed quietly.

"Now that I've done something that you appreciate, you show that you're thankful by telling me so."

He thought for a moment, head tilted down slightly, then looked backup at her. "Thank you, Blake Belladonna."

She laughed again. "You're getting the hang of it."

Alpha shook his head and looked down at his hands in his lap, which she misunderstood. "Yes you are. Don't tell me otherwise, you don't even know-"

"Why are you helping me Blake Belladonna?" He cut her off bluntly, still not looking at her.

Blake's mouth opened and closed silently a couple times before she smiled again. "Because doing this is the same thing I want to teach you to do; I want you to learn to do the right thing. Not because you're going to be rewarded or because they'll owe you any favors, but because there's no excuse for you to do anything else. I'm doing it because I want to be your friend." She stood up and headed for the door. "My team is probably waking up about now. I'm going to head to breakfast with them." The Faunus stopped with a hand on the doorknob, turning to look at him. "I know you already ate, but you should probably have more than just an apple. You're welcome to join us if you want."

Alpha stared at her silently. Just as she turned to leave again he spoke up. "I think... I would like to do that." He stood and walked quietly over to her, joining her as she left then waiting outside Team RWBY's dorm where she told him to wait while she gathered her teammates._  
_

* * *

After a somewhat awkward breakfast during which Yang had spent most of her time glaring at Alpha, and Alpha had glared at her image on his visor in return, Alpha found himself standing in the middle of moderately large garden. There were paths between various differently shaped rows of exotic flowers and bushes, arches acting as supports for a glass ceiling covered in elegant vines that themselves also had blooming flowers.

Somewhere in this garden were the four members of Team RWBY. He had to find them all with his eyes closed, reaching out and trying to locate them with his Aura. The problem with that was whenever he consciously started pushing his normal range of around seven feet in every direction beyond that, he was using his Semblance to do it and accidentally also using Umbra's, so it would simply be absorbed by them. There were one or two other students enjoying the warm day who'd come to look at the flowers, and they were constantly throwing off his attempts to pinpoint anything he felt.

He frowned and concentrated a bit harder, sending out another pulse of Aura that finally seemed to pick up something. For just a moment he felt a Human behind him to the right somewhere, but he didn't have the chance to work out where in his mental layout of the garden that had been. He tried another pulse focused more in that direction to no avail. Alpha just couldn't seem to find the right amount of control to use, and as somebody literally bred to be intelligent he was bothered by his inability to pick this up quickly. They'd been at this for nearly twenty minutes and he'd just now gotten his first and only somewhat reliable result.

"Where are you four?" He asked aloud under his breath. Getting frustrated, he gathered a good deal more energy than he'd tried before and sent that out. His eyes widened as he clearly felt a strong response, then his expression turned confused when he realized there were nearly fifteen, about half of them Human and the other half Faunus. "There is no way that could be correct..." Alpha muttered as he opened his eyes and glanced at his visor. Sure enough, he couldn't see anybody at all anymore. The girls were still hiding and whoever else had been visiting left. Frowning, he closed his eyes again and tried another series of normal strength pulses with varying amounts of conscious suppression of Umbra's Semblance.

Ten minutes later, he'd managed to vaguely feel four different signatures in four general areas but had yet to properly track any of them. He growled in frustration and decided to take a break before his temper flared too strongly for him to control Umbra's Semblance any longer, ruining any chance of progress and making the issue worse.

Alpha opened his eyes and walked through the garden, pointing out the four places he'd decided Team RWBY had hidden and firmly stating he'd found one of them each time. The first three guesses were correct and he found walked back to the center of the garden with a slightly smiling Blake, an annoyed Yang and a bored Weiss following him. "Okay, Ruby, he gives up!" Called her partner. Almost immediately Ruby popped out of the bushes a couple dozen feet in front of them and ran over.

"How could I possibly have missed you there?" Their confused neighbor asked quietly, to which Ruby shrugged.

"I'm really good at Hide-and-Go-Seek."

Alpha was about to point out that no degree of skill in a game for children should be hiding her Aura from him, only for an abrupt presence above him to make his eyes go wide and he dived out of the way. From the arch they'd been standing under, Nora leaped down with her hammer out and smacked the ground he'd been standing on before - lightly, so she wouldn't break the nice brick path, though.

Reacting instinctively Alpha was already coming up from his dive with his weapons drawn, tracking her on his visor and lining up the shot in his head before he'd even finished rolling to his feet. The two red targeting reticules that indicated where he was aiming when his weapons were in their rifle form lined up almost instantly on his target and before he could register another presence rushing in behind him he'd already pulled the triggers.

The fact that Ren was capable of moving quickly enough to intercept Alpha's shots was incredible on it's own despite the fact that his energy attacks flew considerably more slowly than bullets, but just as quickly as he'd used his Aura to bounce both blasts right back at their source he was running past them with his arm bent back, aiming a powerful palm strike at the hybrid's stomach. Ren's large burst of his Aura from his hand was blocked by Alpha's crossed blades, both pulsing rapidly with white energy in time to the attack they were defending against, and with a brief flash of red from behind his visor he drew in both of his own earlier blasts and the strike his opponent in green had tried to land. Ren jumped back and drew his StormFlowers in the same motion.

"Guys, wait, stop!" Ruby yelled in a panicked voice, running forward with Blake to stand between the two members of Team JNPR and Alpha. "Alpha calm down, this is all just a big misunderstanding! That girl over there is our friend Nora, she wasn't trying to attack you she just wanted to... I don't know, but she was just playing!"

Ren turned a critical expression behind him towards his best friend. "Is that true? Did you jump him?"

The redhead shrugged, whistling innocently. "I just wanted to boop him!" She defended.

"With your hammer?!" Blake asked incredulously, but she and Ruby were now being ignored by the two childhood friends as Ren let his weapons slide back into his sleeves and smacked Nora upside the head very gently.

"I've told you time after time; I want you to say it now. What should you never do?" Ren reprimanded her.

"I should never eat all of our sugar!" She responded instantly, saluting.

Ren sighed. "Close enough... Just don't go trying to hit people with Magnhild unless you're sparring with them or they're actually your enemy, okay?" Nora gave him a bright smile and nodded, still saluting with her hammer leaned over one shoulder and held up by her other hand. "Let's go..." He mumbled something tiredly, pulling her away by the wrist of the arm she'd saluted with.

"Bye guys!" She said cheerfully as she passed Yang and Weiss, Ren deciding to lead her out of the exit that wasn't on the other side of the ominous person Nora had just attacked.

Said person slowly lowered his blades and returned them to their rifle form before slipping each in it's holster. He was breathing hard, more adrenaline filtering out of his system with every moment. Surprisingly it was Yang who broke the silence first.

"That actually went better than I expected. Nice reflexes by the way." The second part was added as an after thought. Alpha raised a questioning eyebrow at the blonde as she and Weiss walked over to join them. She shrugged.

"Blake told me what happened while we all were picking are hiding spots, and it took you _so long_ to find me that I had time to think it over." She held a hand up with her thumb and index finger pointed at each other but held slightly apart. "I might've overreacted a tiny bit." Yang admitted.

He stared at her for a moment before slowly nodding. At least now he'd traded one of Blake's teammates as the person he thought most likely to attack him with the red-haired girl he heard them call Nora.

"Anyway, that was a good try Alpha." Blake threw in, trying to get things back on topic. "You said you couldn't sense anybody that far away at all before. You improved a lot in just a few minutes; I'm impressed."

Alpha wasn't quite sure how to respond to her positive comments when he was viewing the entire exercise as purely a failure, and decided to express as much. "Normally I can make adjustments to my abilities much more quickly than this. I am annoyed with myself for failing."

Blake shook her head. "You shouldn't look at it like that or you won't get anywhere. If you constantly tell yourself you're standing still, what do you think you're going to do?" He didn't have a counter to that, and nodded in acceptance.

Ruby watched the exchange curiously. _When did they start getting along? _She shook it off and put on her usual smile, calling for their attention. "Hey, guys! So we're not going with Jaune to the city until tomorrow... What do you want to do for the rest of that day?"

Weiss gave her a stern look. She spoke up before anybody else, not wanting to give the others the chance to get their leader excited and her mind set on doing something different. "I don't know what they're going to be doing, but _you_ have some studying to do." She practically had to drag Ruby away, who looked like she was almost being reduced to tears by the mere thought of studying on a Saturday but didn't argue.

The three remaining teens stared at them as they went. "Okay then." Yang said distractedly. She suddenly turned to the others. "How about we go to town ourselves? I think if you're going to hang with us, we need to get some color in your clothes or we'll never be able to find you at night."

Alpha gave her a deadpan expression. "That is the purpose of stealth equipment." He muttered to her back as she walked away, already leading them to where they'd catch a ride to Vale City from the docks. He looked at Blake, who just shrugged.

"I've learned to just go with it when she gets an idea like this. After you indulge her she'll stop caring and you can wear your normal gear again."

He nodded. "That would be acceptable." They set off to catch up to the blonde and get their task over with quickly enough to salvage the rest of the day.

* * *

Yang was lost to them the moment she saw the first shop. It was honestly somewhat frightening watching the blonde tear her way through store after store trying to find something she thought would work each time only to be distracted by another idea, dooming her to perpetuate the cycle.

Blake and Alpha just sort of stood in the middle of the path between the two rows of clothing shops and watched, Blake reflecting on how similar her partner's behavior was to Professor Oobleck's own hyperactive mannerisms. _It's a pity she isn't as much of a history buff, or she might actually just sit down and read quietly._

"How long has she been up to this now?" The Faunus girl asked bemusedly. He glanced up at the time on his display.

"Almost ten minutes."

Blake snorted, then turned to look Alpha up and down with curious eyes. "Y'know, I think she was right. You could use some more color in your life." That earned her a frown from the hybrid. She could practically see him playing her words in his head as if he were trying to find any hidden meanings. "Just saying." She added defensively, though she was smirking at him.

"I do not see the purpose of choosing cosmetic appeal over practical function." His voice was flat as ever. "What is the purpose of any of this?"

She shrugged, gesturing at Yang leaving yet another store after finally making her first purchase. "To take some time to relax, even if it's a silly way to do it."

Alpha frowned. "That seems like a waste of several resources."

"Well, in some ways it is. But if I had to guess I'd say this is one of her ways of relieving stress." The Faunus nudged him in the arm with her own. "I hope you've realized by now what she really wanted to do this for." From the blank expression he was aiming at her, it seemed he hadn't. She chuckled. "She's killing two birds with one stone, taking her mind off of classes and schoolwork while finding a way to try and apologize for attacking you."

His eyebrows narrowed as he remembered what Yang told him in the garden. "How much about me did you explain to her?" Blake rolled her eyes and kept smiling.

"I didn't tell her anything about your past, if that's what you're worried about. I only told her the truth; that you've lived a kind of sheltered life and you don't know many of the expressions or phrases we use. Don't even think that I'll tell anybody something personal about you with your permission, Alpha. If any of us understand what it's like to want to keep their past in the past as much as you do? It's me."

"How come you'll chat his ear off, but we can barely get two sentences in a row out of you when there isn't something terrible happening?" Questioned a familiar blonde girl as she popped in behind them from out of nowhere. Alpha was visibly bothered that she had moved quickly enough for him not to notice her until she stopped to speak.

Shrugging, Blake smoothly answered, "I barely have to say anything with you and Ruby around to fill the silence."

"We don't talk _that_ much, do we?"

Her partner gave her a roll of the eyes almost identical to the one she'd given their odd companion. "Relax, Yang. I was only joking." Blake motioned towards the pair of bags Yang was holding. "Well? You spent long enough looking, let's see what you managed to dig up."

Grinning wide, Yang started pulling things out of the bags. Both of the people she'd brought with her got increasingly confused, then Blake put a hand to her forehead. "Yang, those are all for you, aren't they?"

The blonde blinked, nodding slowly. "Yeeeaaah... your point?"

Her partner sighed. "Never mind." She glanced at Alpha who seemed slightly less annoyed after Yang proved she didn't actually have an apology planned. "Are you done shopping?" Yang nodded at her. "Good, then let's get going. Do you think we should grab something to eat tonight?"

"Nah! I'm not feeling pizza today, let's just eat whatever they're serving at Beacon."

Blake shrugged, starting to head towards where they'd take a ferry back. She turned her head to make a comment to Alpha only to notice he wasn't there. She raised an eyebrow and looked around. "Did you see Alpha leave?"

Yang blinked and looked behind her. Finding nothing she turned to look around Blake, and then for some reason checked in one of her bags. "No, and I don't see him now." She abruptly turned to look behind her again as if expecting the young man to be sneaking up on them. "Huh. Where _did_ he go?"

The black-haired girl frowned and suggested, "We should go look for him." She was given a nod in reply and the two briefly debated which way each would go before splitting up to find Alpha.

* * *

"Umbra, are we back up to full fighting condition?" Alpha wondered aloud with his weapons drawn in their default form.

On all sides he was surrounded by Grimm of a rat-like variety, if rats grew to be the size of large domestic dogs and had long capsules made of bone covered in sharp spikes at the ends of their tails. They had sharp looking claws with bone-like boots to protect the backs of their feet and the front of their ankles on all four legs. Like many other Grimm they had bone masks with red designs imprinted on them with openings for a pair of glowing red eyes, the lower jaw unprotected. As they hissed and growled at them he was given several flashes of shark-like teeth in multiple rows.

A pair of them charged him and he almost lazily blasted a hole in each with his rifles, immediately ignoring their dissipating forms. _**I would not say we have fully recovered, but there should no longer be noticeable differences in our reserves.**_ He nodded. "Good enough for me."

Seemingly taking his words as a challenge, the horde of Grimm suddenly charged him just as his pupils started glowing red through his visor. Another quick pair of shots from his guns sent several of them flying from a more powerful explosion, feeding much more Aura into his attacks now. Smoothly shifting his the right weapon in his main hand to blade mode he focused on it until a thick blade of almost opaque white energy engulfed the tiny thin metal one underneath.

He swung at the last second to easily cut a horizontal line through the first lunging wave nearest him to the left. Excess power from his blade burst outward with every impact to send the dismembered pieces of Grimm in different directions; Alpha wasn't going to get taken down by a set of teeth that wasn't even attached to anything anymore. He let out a short roar as he drove his weapon straight down into the ground and pulled the trigger.

All of the Aura that had been augmenting his sword was released at once, several pillars of bright white energy erupting from the ground and spearing each of his targets like a massive punji stick trap being sprung underneath them. The beams of energy remained for a few seconds before both they and their victims faded from existence together.

Alpha collapsed to one knee panting from exertion. "I thought you said there would be no noticeable differences?" He complained, though his voice was still monotone. _**I also said did not say we have recovered, **_Umbra snapped back at him. **_You should not have so quickly resorted to one of our most powerful attacks._** _**One of the Hunters is approaching.**_ He randomly added, convincing Alpha to force himself to his feet and immediately shut down his other half's Semblance then properly sheath both weapons. "Where?" _**From the east... It is the Faunus.**_ The hybrid nodded and quickly left the area towards where Umbra had pointed him.

"Alpha! There you are." Blake said in obvious relief while she ran over to him. "We were worried about you! Why did you suddenly run off like that?" She asked with a critical expression and a stern voice.

He considered her for a moment. "I thought I felt something unusual here, but I was mistaken." He lied without hesitation. It was very, _very _unusual for Grimm to come this far into the city from what he'd seen during his time staying on the streets, and considering what he was, it was immediately agreed upon by the two halves that keeping all forms of involvement with any Grimm quiet was in their best interest.

"Well like I said, you had us worried." Replied the upset young woman. She crossed her arms for a moment, then sighed and gestured for him to follow her as she turned to lead him back. "Come on, we should get to the docks. It's time to head back." Alpha nodded and followed silently.

Yang rushed towards them the moment she saw the pair, just a few blocks down from their waiting ferry. The agreement she and her partner had made was to meet back by the time the sun started setting and if neither of them had come back with Alpha whatever combination of the two of them would go to Beacon and get the rest of their team and hopefully teams JNPR and KTSN as well. "What took you guys so long? We've got less then ten minutes to get on board!"

Blake's mouth opened in an 'O' shape. "Then we better hurry. Come on, let's go." She said to Alpha over her shoulder.

"Understood."

They were anticipating a long line to show their pass for a round-trip from Beacon to the one desk attendant that was handling registration for the whole ferry service and they weren't mistaken. A fairly impressive line of people wanting their shot at getting home before nightfall stood between them and the second to last boat to Beacon. If they missed this one they'd be waiting three hours before they had another shot.

Much to the relief of the two members of Team RWBY however, they got to the desk with two minutes to spare. They flashed their passes and the one Blake had brought for Alpha, and just was quickly were sent on their way. It was a simple matter to get onto the boat from there.

Yang let out a contended sigh as she reclined in a chair on the rear deck, closing her eyes and relaxing. Her cat-eared friend was free to just stand at the railing and watch the sunset while they made their steady way back to the academy, Alpha awkwardly leaning against the railing facing the opposite direction with no idea how to occupy himself. "I can not remember having so much idle time on my hands ever before..." He commented. That wasn't entirely true now that he thought about it, but he was inclined not to acknowledge his time alone at the laboratory at all.

Blake smiled, answering without looking at him. "Yeah, you can still say that. We were being given surprisingly advanced tests right from the get-go when the year started at Beacon and it's kept most of us buried in textbooks trying to keep up with it all."

He didn't have a response to that. After a moment he glanced at the sun on his visor, trying to see whatever had the Faunus girl's attention but failing. "What are you staring at?" He finally asked a couple minutes later.

She seemed to take a moment to focus on him again and catch up with what she said as if she'd been in a trance. "Oh, it's just nice." Alpha didn't respond. "The sunset, I mean." She elaborated further.

"Is that another custom?" He asked.

"Not really." Blake shook her head, finally turning her head to look at him. "Have you ever found something so beautiful you just couldn't look away?"

Alpha considered for a moment. He had to assume that the flaw in his sensory ability that had forced his second sight to stay fixed on people while he'd been linking himself to anyone in range was not what she meant. "I can not say I have." He finally answered.

She laughed warmly. "Somehow I'm not surprised." Turning back to the sunset, she thought about how to explain. "Well, that's just what I'm doing. I think the sunset looks beautiful today, and I'm simply enjoying view. It's calming."

"Something has you worried?"

She shook her head. "No, that's not quite what I meant."

"I see."

Blake thought for a moment about why his actions were making her smile grow again. "You're like a child." She thought aloud as she realized it. "You've been jaded by your upbringing, but you still have that childish innocence despite that." He didn't answer, so she assumed that he accepted her observation of him. "Why didn't you lash out at her like you attacked Nora?" Blake motioned towards her snoring partner.

There was another pause during which Alpha shrugged. She didn't think he'd answer with anything more than that but he surprised her. "You, Yang Xiao Long and the rest of your teammates do not bother me as much as the rest of the people I have met at Beacon Academy thus far."

_He seems to barely be able to stand us. If he doesn't like us, he must _really _dislike most of the others._ "Why's that?"

"I do not know. Perhaps because I have already fought you, and have some idea of your capabilities?" Alpha frowned. "I will admit that I did not any of you serious threats during that fight. Up until that day I had never met anybody who was even remotely close to my level of strength, and could not possibly have expected a small group of girls to possess such power as well."

Blake turned to look at him sharply. "So you thought since we were girls, we would definitely be weak?" She asked in a tone that would have warned most people to change the subject. Alpha was not most people.

"That is correct. Between your biological disadvantage and my presumed superior armaments, I did not believe it was possible for me to lose. Now that I have learned more of Auras and my own abilities, I am more confident I would be able to battle you all."

"Do you know what a sexist is?" She asked through gritted teeth, trying to give him the benefit of the doubt before she went off on him. He shook his head. "A sexist is someone who has a biased belief that either gender is better than the other purely based on the value they put in their own gender. In most cases though, it's men looking down on women."

Alpha slowly nodded. "I see."

"And do you believe men to be stronger than women?"

His expression turned confused. "Males of most species are biologically superior in that they have stronger and more durable bodies. Is that something that is being debated?"

Blake sighed wearily. She forced herself to calm down slightly, repeatedly reminding herself that he didn't know any better. "There are both biological and other qualities that either gender of Faunus or Human have that the other doesn't, just like the Faunus and Humans themselves both have qualities that aren't completely shared."

The hybrid absorbed that information for a moment and nodded. To his credit, he seemed to at least have finally picked up on Blake's offense. "I understand better now, and will keep that in mind. Blake Belladonna, I believe I have also angered you, and I apologize for that."

"It's alright. You're learning, and that's the important part. I forgive you."

Alpha suddenly spoke up again a few minutes from Beacon. "Thank you." Blake blinked and look up at him. "That is what I am expected to say now, correct? Thank you for assisting me."

The Faunus girl smiled warmly. "That's right. You're welcome."

_I am?_ He thought, surprised. An alarm for a clock started beeping that he ignored. "I have been bothering you since we met. Why am I welcome?"

"It's another expression Alpha. It used to mean what you assumed, but the phrase lost a lot of it's power over the years. Now it's a polite way to say you'd be glad to help somebody again later after you do something that they thank you for."

"I see." He filed the information away for later.

"But still," Yang chimed in before being interrupted by a yawn as she walked over to join them; it must have been an alarm on her scroll that went off. "Of course you're welcome around us." She was grinning as she approached, but grew almost frighteningly serious and - tried to - stare Alpha straight in the eye. "Just as long as you don't start say anything else about my sister."

Alpha frowned. "I cannot make any promises, but I will not actively attempt to imply anything that involves..." His eyes brows and he quickly skimmed his proverbial list of lessons so far. "Anything involving dating or nudity."

Yang's eye twitched briefly, but a look from Blake reminded her to try and be reasonably lenient with the strange teen. "Thanks." She said dryly.

"You are welcome." He replied after a brief pause while he quickly checked that he was using the correct response.

The blonde groaned.

* * *

"Hey, you guys made it!" Jaune said, waving with Pyrrha, Nora and Ruby as the last two members of Team RWBY and their charge entered the cafeteria. Both girls waved back.

"What took you guys so long?" Ruby asked curiously. She'd already finished her dinner and had been eying a plate of glazed cinnamon rolls before their new arrivals walked in.

Alpha spoke up at Blake's prompt. "I am the cause of our delay. Something distracted me and it nearly caused us to miss the last ferry."

"Ferry?!" The girl with red-streaked hair asked in a dismayed voice. "You guys went into the city without me?"

Weiss turned a stern look towards her and Ruby seemed to wilt slightly under it. After she was satisfied, Weiss nudged for the girl to continue, who sighed. "Which I can completely understand because I was studying the entire time and I wouldn't want you guys to skip a fun trip just because of me." She corrected, sounding absolutely miserable and giving Alpha's monotone a run for its money.

"If it makes you feel better, I brought you back something!" Yang said cheerfully, which did lift Ruby's spirits as she eagerly waited for her older sister to pull something out of a bag. "Here you go." The blonde took a seat on Ruby's other side, her and Weiss having to scoot down the bench a bit to make room. Yang handed her sister a small stuffed Nevermore plushie with a huge grin. "I saw it while we searched for Alpha, and I think you deserve a trophy for your first victory as our unofficial team leader."

Ruby took it with adoring eyes and hugged it close before quickly turning and hugging Yang. "Thank you thank you _thank you_ Sis'!" She said ecstatically.

"Sure, any time Ruby, now can you let go before you kill me?" The blonde choked out as well as she could while being hugged to death.

Alpha watched the interaction with a small frown and narrowed eyebrows, not at all understanding what was happening and curious enough for that to bother him, but not enough to ask. He was sat on the far right side of Team RWBY with Blake immediately to his left next to Weiss, so he was sitting almost right across from the two students that had bothered him in the garden earlier. The one dressed in green with a splash of pink dye in his hair tried to introduce himself.

"I'm sorry about what happened this afternoon. My name's Lie Ren, and the girl who nearly flattened you is Nora." He extended a hand across the table towards Alpha, who just stared at it.

Blake intervened. "Alpha, when somebody holds their hand out to you like that they're asking you to hold out your hand as well, grab theirs, and shake it gently. As so many people are right-handed, it was originally a way to show a stranger that you didn't have a weapon aimed at them, but now it's-"

"Just to be polite." The hybrid finished for her. "I am starting to see the pattern, I think." He added. After a moment Alpha reached out and grasped Ren's hand, who shook his hand and Alpha attempted to make a note of the amount of speed and force he used. In front of him was a plate of chicken with green beans which he un-enthusiastically began to eat.

Before they'd come to the table they had gotten dinner of course, and Alpha had seen the same man he had offended that morning. With a reminder he had apologized to the man and gave a belated thank you, which earned him a smile and nothing else. Afterward he'd collected his food and gone without another word exchanged between them.

He still couldn't understand the point of being polite.


	7. A simple walk through town

Teams RWBY and JNPR started their day late after using most of the morning to free themselves up for their trip later. Ruby was beyond relieved that she was done with homework and got to spend most of that time goofing off in their dorm, listening to music over her headphones while Blake and Yang wrapped up their own studies. They weren't sure what Weiss was off doing, but she'd told them through unsubtle hints that she wanted to do whatever it was alone. Jaune and his team were doing much the same as the partnered pair in the room across.

Alpha, meanwhile, had been pulled aside at breakfast by Glynda to tell him about a chance to start his path to becoming a teacher at Beacon.

"Occasionally, in class there are times when a teacher would benefit from an assistant for one reason or another. It could be anything as simple as bringing them tools or as extreme as being made to spar either the students or the teacher themselves." She explained as they walked towards one of the back exits. "It should go without saying that watching your future co-workers doing their jobs will give you better insight into how your own classes would be conducted as well as helping you get to know them better."

He nodded in response, following her through a door that took them outside. The first and most noticeable feature was a large looking enclosure of tall walls with an opening in the middle facing the academy, some ways away and to the right from them. If he remembered correctly, to their left and around a corner was the garden he and Team RWBY had used the previous day. The blonde Huntress led him towards the courtyard.

Glynda gestured towards another woman who was leaning casually against one side of the entrance to the yard. "This is Annastasia Valentine, and she is one of the two teachers that are interested in showing you the ropes."

"Hello!" Anna chirped, waving towards them energetically enough to accidentally hit her hand against the wall behind her. She winced and cradled her hand.

Both of her visitors had an eyebrow raised at her. "I would also introduce you to the other teacher today, but he neglected to show up in time for the start of term and will only finally arrive tomorrow." The distaste in her voice made obvious how little she appreciated the delay, though he wasn't sure what specifically from the list of potential reasons she was could be thinking about at the moment was annoying her the most. Thinking about it for a moment he realized it seemed likely that it was most or all of them. Glynda turned and left, throwing over her shoulder, "I trust you to behave without me to babysit you."

"You need not worry about that." Alpha replied dryly. He could've sworn he heard her snort in amusement.

"I wasn't talking to you."

That didn't sound like it boded well for him. He turned to face the woman and her mostly bright clothing, extending his hand stiffly towards her. "I am Alpha."

A smirk wormed its way onto the black-haired woman's face. "Not for long you won't be!" She said confidently, taking his hand and shaking it briefly.

The hybrid decided that he'd prefer if more of the people he met at Beacon were quiet more often like Blake or the other Faunus girl. He'd never been able to say there was anything he enjoyed, but he could certainly say he disliked having to talk with most of the academy's inhabitants. "Alpha is my name." He corrected with a small frown.

She seemed to ignore that he'd said anything, pointing behind her at the courtyard. "This is where I teach most of my classes! It's an arena with a simple computer and a very complex safety mechanism, and combined they let me run the most exciting lessons in the academy."

Before Alpha had the chance to ask she'd already started walking away into the arena. He realized that there was something odd about her 'shape' in his second sight, as if she were floating nearly a foot off the ground despite clearing standing in metal boots.

He decided to try and dismiss it for now, but the distraction cost him. The teacher had explained something more to him and he'd missed it entirely. His attention focused on her words again in time to hear, "So that's a quick summary of the rules for the arena. The system will announce defeated combatants in the shortest and quickest way possible to make sure nobody gets attacked after they're out, and the rest you should pick up on helping me with my class in a couple days."

She smiled mischievously at him. "I'm very curious to see just how much potential you have to be honest. It's unfortunate in some ways, but my favorite students from last year's class were already pushed back to join my class again this year for various reasons. Just means I get to spend more time with them though! This is going to be such a great year..."

Alpha was lost and considered asking her to explain what he'd missed, but ultimately decided it probably wasn't worth it in light of her comment about picking up any extra details in her next class. "Annastasia Valentine, what will be required of me as your assistant?" He asked with all of his usual enthusiasm.

She clearly didn't appreciate the question. "I told you to call me 'Anna!' And you'll do whatever I darn well want you to, but I was planning to have you play against my favorite students to get a better idea of where you stand." Anna paused and put a finger to her chin, momentarily lost in thought. She was constantly moving, seemingly unable to stand still and swaying in place idly. Alpha distantly wondered what made her so cheerful. "I actually thought I could do that myself right now instead, but now that I think about it I've got to go make sure Paul gets here on time; if somebody doesn't we'll just be kept waiting even _longer_ when he bails again!"

Laughing at a joke that he clearly didn't understand, Anna dismissed him with a hand wave. "See you Wednesday!" She called cheerfully over her shoulder to end the conversation as she walked away.

Alpha frowned at her as she left. The odd shape of her Aura was still bothering him, but Blake had told him last night before they went their separate ways to meet her for lunch if he had the chance. He had agreed to do that and had almost been delayed past lunch by the long walk and explanation Glynda had provided, and that was only one of the many reasons he preferred how short his meeting with Anna had been to the alternative. He would stand by his earlier decision and ask her later when he was more confident in his conversational skills.

* * *

When Alpha walked into the cafeteria he had the misfortune of meeting the same chef from yesterday, who confused him by waving to him with a smile. "Hey, if it isn't you again! How are you doing?"

"How am I doing what?" Alpha asked with as polite a tone as he could manage - in other words, his normal monotone instead of the half-growl he wanted to use. He personally thought that tapering his aggression off was already a large improvement, and Blake hadn't even had to tell him to do it, nothing more than an observation that people seemed to be angered by his frustration.

The chef seemed to think what he said was funny for some reason, laughing a bit and reaching behind him to grab something. He held his hand out and Alpha almost automatically put his own hand up to grab it, only to realize the chef was holding something out to him. Alpha accepted the apple with a raised eyebrow, earning him another laugh. "Figured I should make it up to you for yelling yesterday. Woke up on the wrong side of the bed is all, hope you didn't take anything I said too personally."

Staring at the fruit in his hand for a moment, the visor-wearing young man tried to think of how to respond. This was a favor, right? Or an apology, or both. As the man seemed to find most of what he said to be amusing, Alpha commented, "It is not uncommon to move on your bed while you sleep. You should not be so surprised to find you have."

Sure enough the chef laughed and waved at him dismissively. Alpha was leaving when his eyes landed on Blake, and seeing her reminded him of something. "Thank you." He called over his shoulder.

"Don't mention it!"

"If you wish." The hybrid quickly took a plate of chicken and walked away before anything else could happen. He looked back to where he noticed the disguised Faunus a moment ago and found the rest of her team as well as Team JNPR. Before the end of their meal Jaune and Pyrrha had also introduced themselves, and by then he'd recognized the four of them as one of his groups of captors that the Faunus Velvet had assembled at one point. He didn't hold it against them, not particularly interested in getting revenge for any of the petty things that had happened to him so far here.

Nora was the first to notice him and gave him an energetic wave and a huge open-mouthed smile, her display catching everybody else's attention and in turn they spotted him. Most of them greeted him and he nodded to the whole group once in response. With his options being to sit next to either Ren or Yang, he opted to sit next to the blonde in the hope that she would already be used to him and he could avoid any more misunderstandings. Weiss took particular interest in something he was holding though.

"Hey, where'd you get that apple?" She asked in a surprised voice, eyes narrowing slightly. As a favorite of hers, Weiss had tried to get one but found that the day's supply had already been eaten.

Alpha turned to look at the fruit for a moment. "I was instructed not to tell." Was his answer. The heiress was annoyed for a moment but sighed and slumped her head, turning to finish what was left of her ham and sauerkraut. With absolutely no idea what just happened, Alpha tried to forget it happened and instead starting eating. He normally ate quickly and today was no exception, which was good considering most of the others were nearly or already done.

"So what sort of weapon are you going to be searching for?" Pyrrha asked her team leader, who shrugged and quickly swallowed what he was eating so he could explain.

"I'm not sure. It's gotta be something awesome though." He grinned, imagining all of the different tools his friends had and how he'd be able to use them. The corners of his mouth slowly drifted in the opposite direction until he was grimacing, not nearly as eager after realizing all of the different ways he would end up hurting himself with their weapons of choice. "Something awesome... and easy to use." Pyrrha and Ruby laughed at that.

Weiss had a curious expression on her face, distracted from the smuggled fruit by another thought. "Why aren't you just building your own weapon?" She asked.

Jaune laughed nervously and rubbed the back of his head. He hadn't told anybody on Team RWBY about how he'd gotten into Beacon and wasn't eager to enlighten them any time soon if he could help it. "Well... you know..." He said evasively, waving his hand to dismiss what she'd said. "It'd just be a lot faster to get something in town!"

The heiress didn't look convinced, but Pyrrha saved her friend and changed the subject by literally addressing another one. "Are you finished eating, Alpha?" His response was a nod of his head, plate clean besides his utensils and the core of his apple. "Great, then it seems we're ready to go!" She said cheerfully.

Nobody objected, so the group got up and dealt with their various dishes before heading off to the ferry together.

* * *

"How about this one?" Ruby asked excitedly, indicating an assault rifle with three barrels bound together by metal bands. It looked like the entire assembly for the front of the gun could rotate. "These have pretty low recoil in automatic and fire really really quickly! And when something gets too close or you need to get out of the way, you can fire all of the barrels at the same time in semi-auto instead!"

Out of everyone there the girl with red-streaked black hair was easily having the best time, gushing over practically every weapon they saw and explaining what each did to Jaune... rather or not he was even in the same building as her yet. Clearly this was another thing she had in common with her sister. Alpha found himself impressed with the girl's knowledge, though he didn't express it.

Jaune took a look at the rifle, a hand on his chin and a confident smile on his face. "It looks pretty promising alright." His eyes fell on the price tag, immediately making him wince and lower his arm. "For somebody else. Somebody with a much bigger wallet..." Before he was even finished Ruby had already crossed the shop and was examining everything on the opposite wall.

There was a large variety of equipment in most of the shops they'd found so far, though there wasn't anything as convenient as a street devoted to weaponsmiths. There were a few exceptions, some establishments specializing in specific weapon types or brands, though this wasn't one of them. The wall Jaune was still standing in front of and searching was covered in various large firearms, Ruby was trying not to drool on a particularly uncommon pistol design, Yang and Nora had even dragged Blake to a corner with what looked like explosive heavy weaponry.

"How are you even supposed to aim this thing?" The blonde young man asked incredulously, staring at a front-heavy shotgun of some sort. Even Ruby looked unsure about the weapon. It had a long barrel like a standard sniper rifle but all of the bulk of a rocket launcher, and someone seemed to have randomly stuck a sawn-off to the back to give it a trigger.

Both team leaders glanced at each other before shaking their heads in unison. "Let's skip this one." The younger said awkwardly, almost disturbed by the seemingly random design.

"That's another entire shop we've checked then." Ren reminded them. Sharing another glance and sighing, the two started to round everybody else up. It was starting to look like this would be a long afternoon.

They left _Arsenals For Daze_ and resumed their search together through the streets. Today seemed to be the first day after a few weeks of crystal clear weather that looked like there might be overcast skies, thicker clouds slowly making their way in on the wind. With the chance of rain on the horizon the group increased their pace.

In _The Bottomless Clip_ Pyrrha found a promising looking submachine gun, but after trying one of the owner's out in a firing range in the basement, they quickly realized he wouldn't be able to fire it with one hand or with his shield in the way, making it as much of a boon as it was a burden. Next they found a store that seemed to specialize in smaller firearms, knives and even throwing weapons. _It's Not the Size..._ didn't have anything Jaune thought was cool enough though.

"Trying to compensate for something, Scrawny?" Yang couldn't help but ask with an unrepentant grin on her face.

After checking every shelf and display case, Jaune was convinced _Hunter's Booty_ would have something he could use. Most of the weapons were designed with the Grimm in mind as their targets, and several of them were almost as versatile as the weapons his peers used. Ruby was about to tell him that she thought most of the merchandise looked faulty just as he picked up a semi-automatic rifle with a thin and narrow design advertised as being able to transform into a whip-blade of some sort. "A gun that turns into a bladed whip? Cool!" He activated the weapon, expecting it to show him exactly that - instead, it made a loud noise like rusty gears grinding together before the whole thing fell to pieces.

They were kicked out, but after Ruby mentioned she recognized a scam when she saw one, whoever was in charge let them go without paying for the "damages" they'd caused.

"I'm starting to think we're not going to find anything for this klutz!" Weiss exclaimed moodily, clearly getting tired of walking around deserted streets for hours with nothing to show for it. Alpha wasn't far behind either, wondering why the blonde hadn't done better research before they'd come out here and unimpressed with Jaune's own supposed lack of versatility. Was he really so over-specialized with his own equipment that he couldn't fire any of the quite basic guns he'd tested with a steady arm, much less with any accuracy?

Pyrrha shook her head before a depressed looking Jaune could agree. "We'll find something eventually, I'm sure of it. Let's try this one." She pointed at a sign that read _High_ _Classicaliber Weapons_ over the entrance to the shop, its front wall decorated by uneven stone bricks of different sizes and shapes that made it look more like a very small castle than anything.

Weiss crossed her arms and frowned, but relented. "Fine. This is the last one though! After this, we're going back to Beacon." Nobody decided to point out that she'd been invited along and could have left at any point, instead choosing to humor her. Pyrrha wasn't going to let Jaune leave Vale City without a ranged weapon, even if that meant staying late into the night.

They entered and immediately noticed the wide variety of weapons within in all sorts of shapes and sizes. Some models were unfamiliar even to Ruby, though Blake recognized most of them. One-handed swords, two-handed swords, rifles with wooden grips and stocks, many kinds of blunt or spiked maces and flails, axes and spears; and a number of them with second forms that would let them fulfill multiple roles.

Jaune walked off to the back of the shop while everybody else fanned out, a few of them distracted by the unique if a bit outdated designs of the less common weapons. It was obvious that even the weapons with wood parts were reinforced with stronger metals and all of them were of at least above-average craftsmanship. Ruby was fascinated with an abnormally two-handed sword that was actually made up of several smaller swords, some with firing mechanisms and most with elaborate hilts.

"Just how many swords are in this thing?" She asked Yang, who like her sister was trying to find where each blade ended and another began to count them.

The blonde young woman blinked and shook her head. "I have no idea, but there sure are a bunch there. I was only teasing Jaune earlier, but whoever would use this _definitely_ feels the need to over-compensating for something. How could somebody even swing this thing fast enough to use it? All of the guns are blocked by other swords, so that's not it." Her younger sister shrugged helplessly.

"Jaune?" Pyrrha called, suddenly realizing she had lost him when he wandered off. "Jaune, where did you go?" She started towards the middle of the store again only to notice a familiar combination of yellow, white and blue. "There you are. I think I found something!" To her surprise she was almost ignored. She raised an eyebrow and stepped next to him, asking, "What are you looking at?"

He wordlessly pointed at a relatively small weapon made entirely of metal, two thick arms connected to the front of it on hinges with a metal cable connecting the back ends of each arm. The main body of the weapon was nearly a foot and a half long, five inches wide and three inches thick. Its bottom half was solid and the top half hollow, designed like the casing for some long barreled rifles with an opening in front and two long slots on either side for the cable to move through but differing in that there was an opening in the back as well and instead of an ammunition cartridge being loaded into the bottom of the weapon there was a two inch thick cartridge on top of the case that looked like it was the magazine. It was offset towards the front and about a third as long as the rest of the weapon.

"A repeater crossbow?" Questioned the scarlet-haired girl. It seemed surprising that he'd want something so simple when he'd been so focused on finding something big and powerful earlier, but thinking about it for a moment she realized it wasn't unlike his other equipment: simple, but not ineffective. Jaune reached out and took it off its hook on the wall, testing its weight and examining the bottom of the crossbow. Both of them looked confused by what they found there - or rather, what they didn't find.

Jaune led the way to a counter near the front with a salesman stood behind it. "What can I help you with?" The man asked, voice dripping with the same half-forced enthusiasm expected by most employers of their staff. He watched as Jaune lifted the crossbow and pointed at the bottom towards the back end.

"Where's the grip, or the trigger?"

The salesman's smile became a bit more genuine. "Ah, there's a diamond in the rough that's been here for awhile." He stepped out from his workstation and started walking back towards where they'd come from. When they reached the place the crossbow had hung, he bent over and picked something up from a bottom shelf. "This was actually supposed to be up with the crossbow, sorry about that." Holding a box out to Jaune, the blonde traded with the man and opened the box. Inside was a pair of adjustable straps, a few more ammo cartridges and a device with several buttons on it, as well as a small metal cover on a hinge near where his index finger was when he held. He flipped the cover open to reveal a trigger.

"Why was the handle taken off?" He asked curiously, trying to find where it might have attached to the crossbow before.

"That's the beauty of it!" Was the salesman's reply, taking the bolt rack off the top of the weapon and checking it briefly to make sure there wasn't anything mistakenly loaded in the crossbow before pointing it at the wall one-handed. He pushed a button underneath the stock and reached out to press another button on the hand-held grip, both items giving a small '_beep!_' after they connected. "There we go. Try pulling the trigger."

Jaune backed up a couple steps and held up the controller, then pulled the trigger. Immediately the crossbow's nut shot forward before a mechanism in the stock drew it back almost as quickly. It made a clicking sound that the salesman explained was the crossbow trying to get its next bolt. "So it's an arm-mounted crossbow, and it has a wireless controller to fire it." He was given a smile and a nod in response. "That's _so_ cool."

"But that's not all it can do." Cliche or not, the salesman was telling the truth and proved as much. He demonstrated that one of the other buttons on the controller moved the crossbow's arms on their hinge to tuck into the side of the case. A switch with three positions could open or close doors, either the one at the front or back end of the case or the third to open both as the default setting. "The bolt racks are designed to use Dust-tipped ammunition. This crossbow is one of the sturdiest weapons I've ever seen, and is designed to be able to direct the energy from a bolt detonating to either end of the weapon to give its wielder a boost. It's also a heck of a way to force someone out of close range if you have to. There's a third button on the controller that detonates any active bolts, and a bolt will remain active for however long you set the cartridge to. You should probably keep it low while you get used to it and work your way up from there while you get used to keeping track of rather or not you hit and where your missed shots end up. And look, that entire controller is embedded on another strap so you can take it off the grip. You just need to replace its battery every once and awhile, but you can wear it like a wristband or wrap it around something else if you don't like the grip it comes with."

Jaune sighed wistfully. "It sounds like a really great weapon. Too bad something so specialized is way outside of my price range."

He looked up when the man laughed, not sure what he missed. "Are you kidding? This has been sitting here for years! It was a special commission but the person who ordered it never showed up. Besides the reinforced bolt racks and case, it's a very standard design that doesn't cost much to make. We've been trying to get rid of it but nobody's been interested." He laughed again. "I'd practically pay _you_ to take it at this point. It's just been eating up space." The salesman shrugged. "Specialty orders like this are always a gamble, and with this baby we didn't win. Absolutely fantastic result, but crippled by how much of a niche weapon it is."

They walked back to the front desk. Jaune put the controller and box on the counter next to where the crossbow was being examined again briefly. "I'm sure we'll be able to work something out. Still in perfect condition, but it's listed in our records as a clearance item anyway so you're paying for pretty much just whatever it cost us to make." He smirked. "And we get really good deals on the parts we buy."

While everyone else occupied themselves, Alpha had simply stood near the entrance leaned against a wall. He wasn't interested in doing any research or acquiring new equipment, so there really was no point to him being here and he couldn't understand why they'd brought him in the first place. With nothing else to do he let his mind wander. And thinking about how close they were to the same spot, he recalled the sudden Grimm attack the previous day.

Just what had that been about? No form of security had responded to them and he hadn't heard any sirens or other indications that anybody had come to inspect the source of all that noise. The whole scenario bothered him. It wasn't the middle of a residential area, but it was pretty darn close, and he'd never seen the Grimm in the city limits before. So why now? And how had they gone unnoticed?

A familiar sensation abruptly brought him out of his thoughts. Familiar... and stronger than he could remember ever feeling it before. His eyes went wide and he sent a pulse of Aura out to test the area.

They were surrounded by Grimm. All the way up and down the block, in back alleys, the Grimm were here. Alpha rushed out the door without a word to the others, already heading towards the back alleys with both rifles drawn and bright energy glowing faintly out of the front of each barrel while he concentrated his Aura into the heart of his weapons.

* * *

A crashing noise outside alerted Ren and Blake, both of them turning towards the door with a frown. The boy in green raised an eyebrow at Blake, who stepped forward to peek outside. She opened the door and almost immediately slammed it shut again. "Grimm!" She shouted.

Every head in the shop turned towards her at once. "They're right outside, a whole bunch of them!" Jaune ran from the counter, his purchase no matter how good the price forgotten as he quickly shifted from his normal quirky self to the leader of his team. Just behind him was Ruby, her face reflecting the authoritative expression on his own.

"You guys get right?" The blonde asked, Ruby giving a confident smirk.

"As long as you can handle whatever's left." Behind her, Yang groaned and shook her head with a bemused expression.

"Ladies first." Jaune indicated the door with a smile of his own.

Team RWBY charged through the door and drew their weapons at the same time, momentarily stunned by the numbers their enemy had over them. "I don't think I've ever seen so many Ratatosks before..." Blake said nervously, staring at the rat-like Grimm with spiked clubs for tails that seemed to be an almost solid mass a good quarter of the way down each end of the block. They'd spent so much time in the shop that the already setting sun had gone completely, the street now illuminated by lamps and the moonlight.

"Never mind how many there are!" Weiss exclaimed in a panicked voice. Team JNPR joined them and turned to face the opposite direction, though the four them seemed just as surprised as she and her team was. "We can't let any of them get away! The moment they start getting overpowered they'll try to escape and lead more Grimm back here!"

Ruby narrowed her eyes, thinking of all the innocent people who could be hurt if anything worse showed up. "Not on our watch." She said seriously. Yang noticed the contrast between her cocky '_Not on my watch!_' and the way Ruby was acting now, taking a moment to feel proud of her sister before focusing on the task at hand again.

"We've got your back!" Called Jaune from the other side. The normally timid boy tried to steel himself as well as he could, standing his ground with his team against the swarm of Ratatosks. The two groups of students were given a few more seconds of time to prepare themselves. Then the Grimm were upon them.

Barely reaching up to her waist, Yang doubted she could attack them effectively unless they lunged up at her first in close-up combat. She started unloading a shower of fireworks on the horde aimed primarily towards the center, but occasionally focusing on the approaching wave so she wouldn't be overwhelmed. A few of the rats were careless enough to try to throw themselves at her face which only led to their swift demise.

Her partner was using her superior reach to her advantage and twirling Gambol Shroud's around on its ribbon to quickly tag as many of the enemy as possible in the hopes of softening them up at the least, though many of her swings were leaving deep gashes that incapacitated their victims in one strike. "Head's up!" The Faunus heard from behind her, and she had just enough time to duck and swing her weapon in a wide arc along the ground before their leader was flying right over her head.

Ruby fired once to launch herself and again in the air to spin as she flew. Every Ratatosk she touched with her scythe was sliced cleanly in two without any noticeable resistance, and she landed somewhere near the back of the swarm. Quickly swinging Crescent Rose in a wide arc all the way around her to get some breathing room, she lined up the end of her slash with a lunging Grimm and blasted it'd entire upper body away, the momentum from her blast sending her even further so she'd completely flanked their enemy.

"Now, Weiss!" With a flourish of her rapier, the scarred girl unleashed a barrage of ice-elemental projectiles from an array of glyphs behind her that all dove into the horde of rats. Rather than aiming to freeze them, though, Weiss had specifically aimed for patches of unoccupied ground opened by her teammates. On contact the projectiles burst into moderately large ice formations that barely slowed the advancing Grimm.

But their goal wasn't to slow them down. With Blake covering her, Yang finished reloading just as the bombardment struck home. A huge grin split her face and she fired her high-yield shells at the clusters. Each hit their target, and after detonating sent dozens upon dozens of sharp brick-sized shards of ice flying everywhere. She and her teammates were well out of the way, but the already reduced numbers of their enemies were nearly cut in half by the combination attack.

Weiss frowned. "This doesn't make any sense!" She called as she carefully wove her way forward, Myrtenaster a silver blur as she prevented attack after attack by striking first. "They should be running by now! Why aren't they running?!"

"Maybe they still think they can win? Nobody ever said the Grimm were smart!" Chimed in the blonde from somewhere behind her.

"That's not the way it works!"

Ruby both heard and felt something crashing to the ground behind her and whirled around, eyes locking on a huge Beowolf. And not just huge as in, a few feet taller. The monster in front of her was nearly twelve feet tall and had massive, muscular front and back legs. Like any other, it stood on its hind legs. Unlike other Beowolves though, this one was almost covered with armor. Its muzzle seemed to be thicker than normal and the sides of both its top and bottom jaw had bone plating on them lined with pseudo-teeth. Every limb was protected and only its lower torso and face seemed to lack armor.

"Uh, guys..." She said nervously, beginning to slowly back pedal away from the huge Grimm. "Guys!" The panicking leader said more loudly when her team didn't seem to notice. They looked up together when they heard the fear in Ruby's voice, and then their jaws dropped.

"That thing's _huge!_" Shouted Yang as she charged forward to stand by her sister's side. Most of the other Ratatosks had been cleaned up already and only Blake was still occupied with finishing them off, so Ruby's partner ran to mirror the blonde girl's position.

As if hearing her, its muzzle curved upward slightly in the back almost like it was smirking. Then it opened its mouth and howled up to the sky. "Weiss, you don't think the reason the Ratatosks aren't leaving to get is..."

"Because it's already here." Weiss finished with a serious expression. "It's unusual, but the proof is standing right in front of us. I can understand a swarm of smaller Grimm finding a way to get this far into the city undetected, maybe, but something as huge as that?!" As she brought her sword up into her ready stance, a white glyph formed behind her and she put a hand on the revolving cylinder that held Myrtenaster's Dust in preparation for her attack.

"Think we can take it?" Ruby nodded in response without looking at her sister, also dropping into position to lunge at the Beowolf.

"We have to. If we don't, that thing's going to tear the city apart."

All together, the three of them charged. Weiss propelled herself past their target and tried to land a quick slice to its upper leg where it met the torso, but the Grimm shifted and took the attack on the armor covering its thigh. While their white-haired teammate immediately started casting her next spell Ruby raked her scythe across the armor on its opposite leg, scoring a deep gash into the plate but failing to penetrate completely. She flipped away from a huge arm that clawed through the street where it landed before being pelted with several fiery missiles all the way from the 'arm' to its head.

Just as it had with the other attacks, the Beowolf took most of the blasts on its armor only to take several more projectiles to its gut when Yang got in close and started pummeling it. She was sent flying when it took a step back and swatted her away with its damaged left arm - her fall was cushioned by her sister, but it knocked the wind almost completely out of her. "Fff-... feels like that thing has arms made of _trees_." She commented with a wince. Ruby helped her to her feet then impaled the end of her scythe blade-first into the ground and with its combination barrel-shaft aimed at the Grimm.

She started firing at the same time Weiss let her magic fly, a set of four projectiles that looked identical to her earlier ones but created binding glyphs around the anthropomorphic wolf's ankles and wrists. It had just started leaning forward to close the gap between itself and the sisters that had hurt it before being suspended in place by the glyphs and hammered several times in the stomach and shoulder by ridiculously high-velocity rounds from Crescent Rose, leaving several flesh wounds and actually taking its unharmed right arm off completely. It howled in pain but didn't go down, something out of character for any of the other Grimm they'd fought before.

"How is it still standing?!" The heiress asked in alarm as with a sudden surge of strength and speed, their enemy ripped free of its bonds and rushed her. It ran straight into her and sent her flying before spinning for momentum and swinging its bad arm claw-first into her side. Ruby watched with huge eyes as her partner's cry of pain was cut short by her collision with the side of a building, then fell limp to the ground.

Yang shouted something that their frozen leader didn't register. Ran forward, started sending volley after volley of fire into the thing's feet only to be forced back lest she take an almost perfectly reversed backhand from the Beowolf. She was reloading when in a flurry of red petals, Ruby was suddenly crouched against its arm with her scythe impaled clean through both the armor and beyond, one of her feet using the inside of the blade as a foothold.

With a loud yell and a pull of the trigger, the silver-eyed girl was sent flying into the air above, rendering the wolf's arm useless in the process. She hadn't even stopped climbing higher before she'd twirled around and fired again to rocket back towards the ground. Crescent Rose's blade shifted back and on her way down Ruby pointed it directly at the reeling Grimm's head. Her aim was true and her momentum brought her the rest of the way down, spearing the now motionless Beowolf to the ground.

Half stood atop its head, half limp and using her weapon to support herself, she panted there for a moment before gritting her teeth and stepping the last foot of the way to the ground. Ruby shouted again more out of anger than anything and pulled the trigger one last time. Their opponent's head was obliterated and the rest of its body began fading away. Almost ten seconds later, Yang tentatively approached her sister who was leaning on her still firmly stuck scythe. She reached a hand out to place on the panting girl's shoulder. Ruby brushed it off and walked straight past her without looking up, eyes glued on the motionless figure of her partner and Crescent Rose forgotten.

As she got closer her pace increased until she broke into a flat run. Kneeling down next to Weiss, the worried team leader shook her slightly. "Weiss... are you okay? Wake up..."

"She's fine." Blake reassured as she walked over, Team JNPR several feet behind her. "Unconscious and probably bruised, but alive." She knelt down next to the two and winced. "Definitely bruised..." Ruby turned huge watery eyes towards the Faunus.

"How can you be sure?"

The black-haired girl tried to give a confident smile while Yang wrapped her sister up in a reassuring hug, sitting against the building next to their unconscious teammate and pulling Ruby onto her lap. "Weiss is too stubborn to be brought down for long by something like that Sis', and you know it."

Blake nodded. "She's still breathing, and her Aura protected her from its claws, I didn't hear anything snap, nothing is bent at an odd angle or too-limp. Calm down, Ruby. She'll be okay."

Just as her sister started relaxing into Yang's embrace there was a familiar howl from above them. And then two more, each from different places, a third joining in before the four Beowolves that had made the sounds jumped down at the end of the street. Yang pulled Ruby up with her as she got to her feet and released her while she joined the rest of them taking up position in a row to defend their fallen comrade, Ruby standing there dazedly for a moment before she too ran forward.

Before she could get to Crescent Rose one of the huge Grimm lunged forward and she was forced to dodge its claw, losing ground towards her weapon. It was hammered in the head by a pair of glowing red projectiles before Blake raked both of her blades across the side of its leg, barely gouging the armor but sending it to one knee for a moment. "Quick!" The Faunus shouted towards her leader, who ran forward with another word and dislodged her scythe from the ground.

Blake looked like she was knocked off her feet by a swipe from the Beowolf. Instead, the after-image faded as she quickly landed several more slashes on the thing's armor coupled with several rounds from the pistol built into Gambol Shroud. With an almost indignant huff the Grimm jumped backwards away and landed on all fours next to its almost identical brethren.

Ruby ejected the cartridge her weapon was loaded with and felt around until she found and grasped a replacement, one marked with a black dot surrounded by four arrows pointing inward in a cross-like shape. "Whichever one is closest to us, I'll take out its legs." She explained in a tone that didn't leave any room for argument, not that her teammates intended to. In another flurry of flower petals accompanied with a loud crack from Crescent Rose as she fired, Ruby appeared on the other side of the Beowolf that had already attacked them. A huge gash that left damaged flesh exposed was opened along the front of its left leg, quickly matched on the inside of its thigh as she spun around and fired, using her scythe like a hook momentarily caught on the Grimm to swing herself up into the air above it.

She tried to go for a quick kill in the same vain as the last but was forced to put her weapon in the way of a clawed swipe at her. Firing again to redirect herself and landing in a smooth backwards slide next to her team, she narrowed her eyes. "These seem even tougher than the one we just fought!" Her other two teammates turned to look at her in surprise. "I don't know if we'll be able to handle these alone... Blake, go find Alpha quick!" The Faunus girl nodded and looked around quickly, before dashing across the street into an alley.

Team JNPR unleashed a full barrage from their three ranged-users towards their waiting adversaries, Jaune just behind them and ready to leap in to block the inevitable forward charge. He wasn't left waiting long. Their volley had temporarily winded the second Beowolf forward, and the one behind that jumped at them. Jaune did exactly as he planned and put himself in the way, planting his feet and trying to draw on his Aura to reinforce himself to great success - the strain blocking such a powerful blow was obviously taking its toll on him fast though. "Any time guys!" He yelled through gritted teeth with a falsely cheerful voice.

Nora neatly answered his call. She swung her weapon even while it was shifting into its hammer mode and made contact with the Grimm's chin at the exact moment it finished; and then she pulled the trigger. Sent stumbling back several paces while it tried to recover, Pyrrha and Ren rushed it and managed to dig their blades into the small fold behind its knees where the armor didn't cover, lest its range of motion be impaired. The lack of protection ironically led to it being crippled and Jaune ran forward to score the final blow, doing to it the same thing he'd done to the Ursa back in Forever Fall. Decapitated, it began to fade away much like the last.

But the other three Beowolves seemed to realize attacking separately like that was going to get them killed. They rushed forward together, two aimed at Team JNPR and the one furthest in the back tackling Yang to the ground and pushing. She barely had time to push back against it and grunt in exertion before Ruby had already knocked it back with a swift strike to the chest with the back of Crescent Rose before lunging and aiming for its knee, inspired by their friends.

The Beowolf swung at her before she thought it would recover and suddenly she was disarmed again, Crescent Rose flying off somewhere behind their target and Ruby herself being knocked on her back. Yang sprang to her feet and charged to try and buy her sister time to get armed again. They heard a panicked warning from Jaune to their right. "Watch out Ruby!"

While the last unharmed Grimm tangled with Jaune's team, the one Ruby had injured rushed her from the side. She didn't even have time to get to her feet before she shut her eyes tight against the image of a two rows of huge teeth, one natural and one made of bone, descending towards her head.

* * *

"How many more of these things are they going to throw at us?!" Growled an incredulous Alpha. He'd just finished tearing through his third wolf Grimm - made considerably harder by the fact he was fighting in a space between buildings about twenty feet in both directions which gave him much less room to dodge than he would've liked - and was turning to confront the other two when two more peered over the edge of two of the buildings.

For the past several minutes he'd been fighting a seemingly endless tide of Grimm comprising of the same type of rats he'd seen earlier as well as smaller and unarmored wolves like the ones he was staring down now. When he finally thought he was finished, another smaller wave of rats poured in from one of the rooftops and brought the first two of the huge wolves with them. He'd dispatched one and two more hand jumped in.

His question went unanswered, and he was forced to duck a swipe from his next attacker. He landed a slash with each blade that left no visual damage while it passed over him, only to suddenly split open with cuts scoring deep into its arm. Then he dived to the side without retaliating to dodge the second Grimm's attack.

Rolling backwards to his feet Alpha came up firing his weapons in their rifle form rapidly. None of the shots dealt any serious hits to his opponents but the only purpose of the volley was to buy him time, and he succeeded in doing that. His eyes lit up behind his visor and a faint red light shined out from the seam in the two Dust canisters in the sides of his rifles. Then he fired his first shot with the left weapon, a massive and unstable looking blast of red energy flying out and landing in the armored chest of one of the Grimm. The detonation left behind a massive crater that leaked smoke-like black gas as it fell forward onto all fours.

Its partner charged him and was met with a slash from his right sword as it finished changing forms, the same red Dust energy being released in a huge cone-shaped burst of destruction that destroyed its entire right side and most of its head. The other two wolves jumped down to join their injured brother, almost protectively lingering in front of it while it feebly tried to find strength to stand properly with.

Eyes blazing, Alpha slashed with a bright red blade of energy at the forward most Grimm's legs, scoring so deep that it didn't fall forward so much as its legs literally folded along their new joint. A sudden swipe from the other wolf knocked him aside and his weapons from his grip, but he just glared from behind his visor and drove his fist directly into the crippled Grimm's head.

There was no burst of energy to indicate he'd augmented the attack with his Aura - his hand just went through armor and skull as if they were both the same consistency of warm butter. He kicked out to free himself, but didn't manage it before the other injured Grimm in the back had managed to sloppily lunge at him. It knocked the wind out of him and his headset flying, but dislodged him from the other wolf and gave him the chance to grab the arm pressed against him and plant his feet - stopping it in its tracks.

As if it knew just how much trouble it was in now, the Grimm gave a high pitched whimper before he lowered his arms and brought his knee into the arm he held then climbed up the useless limb and grasped its lower jaw. With a few seconds of exertion and a satisfying sound, he was down to just one opponent.

Without his visor and with his Aura sporadically dipping and climbing again as his still weakened body struggled to keep up with his demands, Alpha didn't notice he was in danger until a pair of jaws had closed around him. His body glowed white where the teeth touched him but that did almost nothing to help keep him from being disoriented when it suddenly shook its head back and forth rapidly. It abruptly let him go at the same time that it finished using him as a chew toy, then pounded him into the wall at the same moment he made contact with it.

He yelled in pain and his whole body glowed white for a moment before reaching a quick peak, the energy bursting away from him and knocking his enemy off their feet. Eyes two bright red lights actually illuminating the ground near him and his body faintly glowing the color of blood instead of white now, he didn't register Blake frozen in place staring at him from around a corner he'd turned while chasing the Grimm.

Alpha took slow steps towards the Grimm he'd disoriented. A low growl preceded him saying, "**We will not be so easily defeated,**" voice thick with the influence of his other half. He placed his hand on the crown of the wolf's head - it almost looked like he was petting it, except his malicious smirk and the intimidating blood red light he gave off dispelled any notions of kindness in his touch. The light spread all the way down the Grimm's body...

And the Grimm began to fade away. Just like that, without any visible injuries, its features were becoming distorted as it seemed to shrivel before Blake's eyes. Some of the black mist it was becoming seemed to be drawn towards Alpha, more and more gradually following the same path until the nearly destroyed wolf looked like it was evaporating into a cloud that was absorbed by his hand.

Then it was done, the Grimm destroyed and Umbra's glowing red Aura slowly receding into Alpha's body. He stood there motionless until the light had completely faded, even his eyes now only faintly glowing as they reflected light from the moon like Faunus'.

"A-... Alpha... what did you just do...?"

Turning to face Blake so quickly that he almost seemed to be facing her in an instant Alpha's mouth opened slightly as he tried to respond. He shut it again. There was no 'right answer' to that question, he could tell, so he settled for the next best thing. "I will explain when we get back to Beacon... to you, and only you. Are there any more Grimm elsewhere?"

The Faunus didn't seem to be able to recover as quickly as he had. She stared wordlessly at him with her mind mostly blank, trying to comprehend what she'd just seen. Unable to say anything else she nodded slowly. "Where?" She pointed and spun around, walking away to lead him back to the street before she lost it.

* * *

Ruby realized this was the third time she'd been saved in a similar way to this: expecting the worst only to open her eyes to the sight of somebody standing over her, just in time to save the day. It would probably have frustrated her if she wasn't so incredibly relieved.

Clad in a brown traveling cloak, her savior was tall and broad. He had short brown hair and barely visible tan leather boots peeking out from under the cloak. What looked like the stock of a rifle was sticking out of the top of his cloak near his right shoulder.

What was most impressive about the man though was that he was holding the Beowolf's mouth open with his bare hands seemingly without effort. "Aren't you a bit young to take a big bad wolf like this on by yourself, little girl?" He asked in a deep, amused voice. His head turned slightly to the left so he could look at her out of the corner of his eye and giving her a glimpse of his poorly trimmed beard and deep brown eyes. "You shouldn't let yourself get separated from your teammates like that..."

The Beowolf growled at him and tried to grab him from his right, and the man kicked out with a leg to counter it without looking. There was definitely a snapping sound that made it shriek in pain - it tried to disengage from the man's grasp but he didn't let it. His leg still up, he brought it towards the Grimm's head in an abrupt round kick that dislocated its jaw. Before it had the chance to recover the man had pulled a bladed rifle out from the back of his cloak one-handed and fired it into the injured creature's head, permanently ending its chances of taking any innocent lives forever.

With a flick of the wrist the man spun his rifle around, grasping it by the base of its barrel above the trigger with his right hand and taking hold of a handle towards the front of the blade with his left. He did something with to the rifle and an ax head popped out of the stock. The man flashed Ruby a smirk. "Good thing old Paul was here to save you."

Paul dashed forward - more a leap than anything since he pushed off with his legs as if he were jumping and got a couple feet of air while he closed the distance towards Yang - and swung his ax, easily cleaving straight through the armored chest of the Beowolf. He adjusted his hold on the weapon again and immediately fired the rifle while he over-swung, then used the momentum from that to swing the underslung cleaver vertically up and through what was left of the Grimm's upper body.

Both of his victims faded away completely just as Nora's hammer knocked the last bit of resistance out of the last enemy in the street. Paul surveyed the area for a few seconds before nodding to himself and stowing his rifle away again after retracting the ax head.

"That was a high-risk attack force. How come they sent a bunch of kids to handle it?" He asked with a hint of annoyance in his voice.

"Nobody sent us to fight them!" Jaune defended indignantly, "I just came into town to get something and suddenly we're being swarmed and then those _monsters_ come out of nowhere and start trying to use us as chew toys!"

"Guys, now isn't the time to be arguing, we need to find out if there are any more Grimm and if there aren't, we need to get Weiss somewhere to make sure she's okay." Ruby sounded like she was desperate and starting to panic again. Paul turned to look at her, then beyond to her unconscious partner. "I'll handle any remaining Grimm, though it seems like it's gone pretty quiet. You kids need to get out of here and do as Little Red says." Ruby didn't even react to the condescending name, just nodding and motioning for the others to come help with Weiss.

From the same alley she'd run down earlier emerged a considerably shaken-looking Blake, Alpha trailing behind her wearing a frown instead of his visor. "Woah, what happened to your shades?" Yang asked in hopes of lightening the mood somewhat. The hybrid wordlessly held up a fist and unclenched those fingers, revealing a collection of shattered pieces of technology and sharp looking shards of glass. "Oh."

Jaune and Nora rushed into _High Classicaliber Weapons_ to let the man at the counter and any other employees that might be in there that it was safe to come out now while Ren and Pyrrha picked up Weiss. They were trying to figure out which of them would carry her when Ruby stood over and turned around, offering her back. "I'll take her. Thanks for the help you two." Exchanging a glance and as much of a shrug as they could manage holding the unconscious heiress, they loaded Weiss onto Ruby's back.

Once everybody minus Paul was together again, the tired group of teens slowly made their way to the docks. Somewhat awkward conversation started between most of them while they walked and once they'd gotten their tickets, while they were waiting for the first night-hour ferry. Neither Blake nor Alpha said a single word the whole trip back.

* * *

"You really should go to bed..."

Ruby looked up, suddenly aware of her surroundings again after spending the past hour or two half-asleep anyway. The woman talking to her was the nurse who worked at Beacon. Sitting in the infirmary next to Weiss, the silver-eyed girl had lost track of time until Rhianon spoke up. "If she hasn't woken up yet, she won't until the morning..."

Something Ruby had noticed soon after meeting the nurse was how cripplingly shy she was. Sure, she and Velvet were socially awkward, but Rhianon looked nervous just trying to get her to go to bed. She remembered hearing that Alpha had scared her out of the room for a week and a half - which was saying something considering he'd only been there for six days as far as she could tell. Today was Rhianon's first day back for awhile and Ruby had expressed how thankful she was, making the woman smile but squirm uncomfortably.

She had light brown hair tied back in a ponytail long enough to rest between her shoulder blades and deep blue eyes that reminded Ruby of the ocean She wore a white coat over a light blue shirt that matched both her eyes and navy blue pants, with ordinary white sneakers. A pair of glasses rested on the bridge of her nose that she constantly had to adjust, though unlike all the other people at Beacon Ruby had seen with glasses it seemed like Rhianon actually needed them to see at all times.

"I... but..." Ruby sighed. "... Are you sure?" She was given a nod, and turned to stare at Weiss for a moment before sighing again and standing up. "I'll be back first thing in the morning." Ruby told her teammate, beginning to walk away but stopping briefly to wish Rhianon a good night.

The black-haired girl made her way back to her dorm and entered to find that all of her teammates were already asleep. She quickly got ready for bed herself, changed into her pajamas and after laying in bed awake worrying for awhile longer she eventually fell asleep.

After she was sure Ruby really was out cold, another black-haired girl got out from under her blanket and quietly left the room, determined to get some answers.

* * *

With an easy smile on his face, an average height teen worked his way through Vale City in the dark of night. He was dressed with worn-looking blue denim jeans and a sleeveless black t-shirt. Around his neck was and each wrist he wore a black leather strap with spikes spread evenly all the way around, his shoes thick black combat boots.

The teen walked down an alley between two stores and slowed slightly as if listening for something, then advancing at his normal pace again for another few dozen steps before beginning the process anew. His brown hair was long enough to cover his face and half-heartedly spiked with gel in a row down the middle from front to back, the rest of his hair cut shorter to suit the style better.

He rounded a corner and entered a clearing that served as the several building's combined backyard. A mark on one wall made of several cracks caught his attention quickly and the brown-haired boy moved closer to investigate, whistling appreciatively at the spider web-like cracks and the small crater they spread through.

"You sure took a beating this time, didn't you?" Asked the teen aloud, only given silence as an answer. His smile widened and he nodded to himself confidently. "But you're still standing... keep on fighting. I'll find you soon."


	8. ONE WEEK WARNING: REWRITE IN PROGRESS

AN: Hey, thanks to you all for taking the time to read this story and this author's note. I've found that in less than a month, my ability to write has improved enough that I'm not happy with the quality of what I've submitted so far.

So to that end, I'll be taking this story down while I rewrite it and fix all of the errors and such. I'll keep this here for a week for people to get the notice before the whole thing comes down.

I'd like to stress that I cannot ever have enough feedback. Please tell me what you think of what I've written, being as critical as possible and pointing out every single little flaw. My goal is to learn and I'd rather not have to rewrite it a second time because I miss something else and/or inevitably create new errors. So by all means, send me those angry messages! Did I offend you by writing a character in a way that seemed odd or unrealistic you? Heck, I'm expecting this all to be received negatively but if you have something _nice_ to say I won't complain either. As long as it's constructive and helps me learn, guys! You're here to read, I'm here to write! Help me help you. Please. Do it for yourself. Insert more clearly being a bit sad in how desperate he is for feedback here.

But no, seriously, thank you for your time. I hope that at least one person enjoyed reading what I've written so far, and don't you worry, there _will_ be more! This is by no means the death of this story. I _will_ finish this! The RWBY gang, Team JNPR, the KTSNs and everybody else - Alpha included of course - will not let you down if I can help it.**_  
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RWBY, Adventure