Prologue: The Shadow of Fear

It is the aftermath of a colossal battle between man and monster. The sun is slowly setting upon a den of fear and anxiety, the inhabitants of a great metropolis living in a state of tensed anxiety and panicked fear, the lingering shadow of colossal calamity still upon them despite said calamity having been abated mere hours prior. The sudden invasion of The Creatures of Grimm has been driven back, and the city has been resealed to keep them from re-entering, but now the city and its inhabitants, as well as their defenders, find themselves not in a state of relief or victory, but rather one of edged unease. Their spirits are seeming to set along with the sun, and as the leaders and figures of authority fuss and fret over the near-catastrophic events that have transpired, three individuals meet on the roof of a building within the city, alone and unbothered, to discuss the earlier events of that day.

"All in all?" A tall, elegant woman with pitch black hair and glowing orange eyes, clad in a red dress that glowed as though embers were woven into it, declares, "I call today a success."

"Those stupid kids really made a mess of things." One of her compatriots, a dark-skinned girl with bright green hair and piercing red eyes, protests with a shake of her head. Next to her, a tall young man with dark gray hair and dark eyes nods in agreement, glaring at the woman in red.

"Yeah. And a lot of faunus didn't make it out of those tunnels." The woman in red frowns at this, and her brow furrows in deep thought as he continues, "You really still think the White Fang is gonna listen to us?"

"No." A new voice says, making the three of them turn to see an even taller young man in a black suit, a black katana clutched in his hand and a mask covering the upper half of his face, with a pair of small horns on his forehead, with red, windswept hair.

"But they'll listen to me."

Unbeknownst to the group, a pair of cold, menacing eyes watch them all from a distance. Calculating. Analyzing. Planning.

And waiting.

X-X-X-X-X-X-X-X-X-X-X-X

It was late in the evening, and the sun was setting slowly on the western horizon. Great airships clouded the sky over the city of Vale, their massive, metal-hulled bulks blocking the light of the setting sun and casting massive dark shadows over the city's many buildings, people, and vehicles. The Army of Atlas was moving in, out in its full force for the first time in many, many years.

The Atlesian Knights, specifically the AK-200 models, the latest and most advanced of the mechanized soldiers produced in the Kingdom of Atlas, were being deployed into the city. There were more than six battalions of these robotic warriors disembarking from the massive airships that had brought them all the way down from Atlas, and the reason for their presence was crystal clear. The colossal battle that had taken place just the previous day had visibly shaken all the citizens residing in Vale, both the native residents and the visitors, and now, in the aftermath of the clash between man and monster, General James Ironwood had been put in charge of supervising the Vytal Festival as well as all things security in Vale. In a scant 24 hours, Vale had gone from a peaceful haven and capital of serenity to a den of fear and a pit anxiety. The presence of the battalions of Atlesian Knights in the massive metropolis only enhanced this feeling, and instead of being comforted by the presence of their sheer military force, many of the people in Vale were only more agitated and irked, simply by the reason for their presence.

Whispers had been heard throughout the kingdoms of the attack on Vale, and many people were growing uneasy with Atlas's military in the city itself. So much force in one place was unnerving. It made people wonder, what was it, exactly, that they were being guarded against? Why were so many soldiers and airships necessary? Visitors from other kingdoms were thrown off by the vast military presence, and the sheer size of it all made it appear as though Atlas was occupying Vale in a hostile takeover. Of course this wasn't the case, but one could never be certain merely 24 hours after a large-scale Grimm attack. So much was in doubt, so much was uncertain, and worst of all, no one had the confidence to assure anyone else that everything was alright. It was a very grave atmosphere, and people were beyond agitated by it, and indeed, who could have blamed them. It was madness, all of it, and people were restless and easy as a result.

Among these agitated people was one individual in particular, and he had seemed to take in the events of the last 24 hours with a cold, calculating silence, but, in reality, he was as grimly anxious as the rest of Vale.

That individual was Noir Harceleur. Noir was a citizen of Vale himself, though he was not a native. Where he was really from, no one knew, and he claimed that he couldn't remember. He considered Vale his home, however, and that was enough for him. And because Vale was his home, the massive Grimm attack the previous day had left him in deep thought. He was a student at Beacon Academy, and he had personally partaken in the battle alongside teams RWBY, JNPR, and CFVY to defend the place he considered his home, and to keep his comrades safe from harm. Noir was deadly on the battlefield, and with his gun/sword Schwarze Klinge, he had cut down Grimm right and left, not giving ground, nor moving to gain it. He was a stone cold killer, and even some of the older Grimm had been no match for his prowess as a combatant.

He had arrived in the Battle of Vale before any of the other reinforcements had, and he had helped Team RWBY fight them off as only he could, with deft precision and agility. Beowolves, Ursai, Deathstalkers, none of them were a match for him, and even alphas found themselves unable to pass his stone-faced visage alive. His red eyes could see all, and his ears heard all. Noir was a faunus, and had several physical features of a bat. His skin was deathly pale, almost white, and he had jet black hair that fell a little past his shoulders. His pointed ears protruded from his straight black locks, and each of them had two ear canals, the second pair having membranes that allowed him to close them at will. When necessary, he would open both pairs, providing him with an acute sense of hearing that allowed him to hear things most people could not. His sense of smell was even more acute, and these two hypersenses combined made him very aware of his surroundings, and even if he had been born blind, these senses would have given him enough information about the world around him to function as he normally would. With these senses, a battle with Grimm felt little more than too easy for him, though he'd never admit such. In truth, the Grimm attack had bothered him immensely, and now, a mere one day later, it bothered him still.

Because of his silent nature, his involvement in the Battle of Vale had gone largely unnoticed. But he had noticed things others had overlooked. He had noticed, for example that the dark-haired and orange-eyed girl from Haven Academy accompanied by the green-haired girl and gray-haired boy had not partaken in the battle and yet her compatriots had. The green-haired girl had even spoken to him in the aftermath to compliment his prowess as a fighter. So where had the girl with black hair and orange eyes gone?

Noir was now on the rooftop of the Beacon dormitory building, and he was crouched, overlooking the academy, deep in thought as he contemplated these very observations. He was close friends with the members of Team RWBY, most of them, anyway, and they had already elaborated the events of the previous day, and Noir was beginning to piece together the plan originally put in place by Roman Torchwick: Steal every speck of dust in the kingdom possible, and then turn loose legions of Grimm, and with the Huntsmen and Huntresses ill-supplied and unprepared, the resulting panic would attract more and more Grimm, with the result being the eventual destruction of Vale. It had been, in essence, a brilliant plan, but there had been multiple gaping holes in it. If unleashing the Grimm had been the real plan, what, then, had been the point in hiring White Fang? What had been the point in stealing so much military tech from the Atlas Army? What was the play there?

Noir was quite irked by the many flaws and holes on Torchwick's plan, and he felt there was something else behind it. That there was someone else behind it. He had turned the plan over in his mind multiple times over, and was still profoundly bothered by the gaps in the equation. Even as he began to turn it over one more time in his mind, his thoughts were cut off by a familiar voice.

"Noir? I thought I'd find you up here."

He turned his head towards the source of the voice. It was Ruby Rose. He smiled a little. He'd always liked Ruby. He rather found her to be a very enjoyable person to be around, and her scent told him that she was a fiercely loyal friend and great leader. He nodded to acknowledge her presence though he didn't shift his position.

"Hello, Ruby." His lower mid range voice was soft and laced with an accent much like Velvet Scarlatina's though his wasn't nearly as prominent in his voice and it took a skilled listener to notice it. "What is it?"

"Well, we haven't seen you since yesterday, you've been a bit more...distant than usual. Blake and Yang were wondering what's up, and I was too! What's the gist?" Ruby took care not to mention Weiss; for whatever reason, Noir was never at ease around Weiss and when she had tried speaking to him, she'd been met with silence. Noir just didn't seem to like Weiss.

"I've been thinking."

"About what?"

He didn't immediately reply to this, and Ruby simply waited for him. She'd learned to be patient whenever Noir had his periods of silence, as he was usually bound to speak sometime.

"I've been thinking about the events of the last 24 hours. Something about what happened doesn't feel...right to me," Noir said after a moments of silent contemplation.

"Well...Vale was attacked by Grimm and a train busted through the ground...I don't really think there was anything right about that to begin with."

"It's not that. It's the fact that there were no signs of the White Fang, nor any of the stolen military tech you described. Oobleck may have dispatched the White Fang and they may have turned tail, but that doesn't explain the missing tech. Where did it go? Who could have taken it?"

"Noir, Yang and Blake were asking the same thing this morning. Believe me, they have the same concerns you do..."

"I still feel this ought to be looked into as soon as possible."

"You sound like Blake did when she was spending all that time alone. After the big scene at the docks."

Noir couldn't help but sheepishly smile at this. He remembered that all too well. He'd been the only one who hadn't tried to speak to Blake during that time, but he'd noticed her silence and extended periods of isolation. Even he'd thought it was unhealthy.

"You should come inside, I'm sure Blake and Yang would be willing to discuss it with you..."

"A few seconds ago you implied that'd be a rather redundant conversation."

"Well, all the same...couldn't you come in and at least be around people? I mean, we're your friends! You like us, right?" Ruby seemed pretty anxious to get Noir around other people.

He smiled, actually mildly amused by Ruby's persistence. But then that was one of the reasons he liked her. He grunted a little as he stood up. He stood six feet and one inch tall, and his garb was black as his hair, with a billowing trench coat that covered his lean frame, and underneath it, a sleeveless black combat shirt. A pair of form-fitting black pants covered his lower body, with a pair of combat steel toed boots on his feet. From his shoulders sprouted a pair of massive bat wings with a wingspan of 22 feet. These wings were kept flattened to his back, blending almost perfectly with his trench coat, which was tailored with a back zipper to accommodate his wings.

"I suppose some interaction would be nice." Ruby seemed excited to have Noir's company as he accompanied her to the RWBY dorm. They looked so different from one another, one of them a morbid looking, almost vampire-esque bat faunus, and the other a 15 year old girl in a pretty red hood. Yet in that moment they seemed closer friends than any two people could ever be.

X-X-X-X-X-X-X-X-X-X-X-X

In another part of Vale, Cinder Fall entered her center of operations, her mind working at top speed as she went over the events of the previous day over and over. It had been a grave mistake, hiring Torchwick, as she now realized. He'd taken too many liberties with the plan she had set in place, and he had attracted far too much unwanted attention from those capable of ruining the plan before it ever came to fruition. He had risked a lot to forward the plan, risks she'd advised against, and despite her assertions he had been too rash, too conspicuous, and too egocentric to properly respect her authority. Though perhaps it wasn't necessarily his fault for a team of Beacon students showing up and apprehending him when they had. However, completely disregarding her orders and setting off Phase 2 of her plan the way he did was simply not an acceptable course of action on his part, regardless of what his situation had been. His orders had been to await further instruction after moving the base of operations to the underground city in Mountain Glen. Now, because of what had happened, the White Fang was now in an uproar and it had taken the assuring word of one Adam Taurus, one of White Fang's own and their apparent leader, to convince Cinder that White Fang would remain an asset to her plan. In addition, Torchwick was behind bars now, to be interrogated by none other than General Ironwood himself.

In short, Torchwick had failed, and her plans were now set back rather considerably. She was considerably angry as she began trying to formulate some way to rectify the situation she was now in. She strode into an empty office, angrily slamming her fist onto the desk in frustration, an act of showing emotion she never did in company. "Damn it!"

"You have been doing business with some rather...unsavory characters, have you not, Cinder?" Cinder jumped at the sound of a deep voice behind her, and she felt shivers run down her spine as she heard it. She knew that voice.

"I must say that I am rather disappointed. I do believe I taught you better than that, my dear. But it seems that you are still as liable to fall now as ever."

Cinder shivered as a tall figure gazed at her from the shadows, a man in a black suit. She couldn't see him very clearly but she saw he was broad shouldered and long-haired. And she could see his menacing eyes, cold, calculating, and staring at her from a face she couldn't quite see in the shadows. One eye was icy blue, the other was orange like her own. Those mismatched eyes were all-too-familiar for Cinder, and yet they still gave her chills every time she saw them. And then there was that voice...that soft, and yet deep booming baritone rumble that sounded like the voice of the devil himself, speaking from the frame of a man of unknown age. As Cinder impulsively reached for her weapons the figure's next statement made her freeze.

"Do not bother, Cinder. You already know that will not do you any good." He sounded amused. "Besides. You know full well what I would do in retaliation to such an...impolite gesture." He raised his right hand and, without warning, Cinder's dress lit up of its own accord, without her doing anything. Cinder froze in place, knowing that if she attacked this man, he would ignite the burn dust embedded into her deep crimson dress, and there would be nothing left of her but ashes.

"You have made quite a fine mess of things, Cinder. Roman Torchwick behind bars, and the White Fang in complete uproar? How, prey, tell, did you let this happen?" The man shook his head as though in disappointment. "Roman Torchwick, the White Fang, the Kingdoms...they are all the same in my eye. Living with the illusion that they have control over their own destinies and making a thorough mess of this world. Well, now I am here to clean that mess up."

"W-w-what do you intend to do..." Cinder's voice was actually shaking as she asked this, causing her to, quite uncharacteristically, stutter.

"These...kingdoms have forgotten what the world was before their pitiful union. The time when the world was unsafe no matter where they went or what they did. Vale, especially Vale, lives under the illusion of safety even with the presence of Atlas's Army here."

"What are you talking about? These people don't feel safe at all, they're terrified!"

"And so should they be. Their safe haven was invaded by the very monsters they have been telling scary stories about for centuries. For inspiring such fear, I must give you credit, Cinder, but I am afraid that whatever you have had planned thus far is now, as they say, going to be taking the back seat. From here on in, you are now working for me."

Cinder simply stared at the man, rendered completely speechless by his words. In an instant, her solid authority and plans had just been made meaningless by this man before her.

"The first thing you are going to do is sort out your problem with the White Fang. I do not care what you have to do in order to do so, just get it done, for I will not tolerate anyone standing in the way of my plans. And know this, Cinder. If you so much as even think of betraying me and crossing me, I will have no choice but to kill you. Do I make myself clear?" The man's tone as calm and soft as ever, but as he said this last statement, there was a low growl to his voice from deep in his throat, like a wildcat. Cinder nodded quickly, shaking visibly as she confirmed that she understood. As the towering man walked toward the exit of the room, he stopped for a moment and then looked back at Cinder with a fierce smirk.

"And it would be a shame to kill my own daughter, now would it not?"