Disclaimer: I do not own RWBY

Chapter One: Once Upon a Time

Fire.

The putrid odors of fire and smoke were abundant in the night air. Flames of destruction hungered for the destruction of another Schnee Dust Plant. Roaring blazes followed behind a certain woman. A woman clad in red with hair like blackened firewood. She strutted towards the front gate of the Dust refinery in her glass heels like a lioness stalking a kill, an audible clicking noise whenever she took a step. The only other sound hanging in the air was the crackling and hissing of the fires that followed her. Her peerless amber orbs glistened in the firelight, a wicked smile forming as she saw the first line of defense appear to face her and stop her conquest right then. Military police. Hardly a threat for someone like Cinder Fall. With a simple wave of her hand, two streams of unyielding flame incinerated the two men without leaving a trace.

In the past, her plans had always gone awry. Her partner Roman always tried to help her by adding his own little gimmicks and schemes, but to no avail. He had failed her too many times, so he was yet another meal for her flames to swallow. Cinder had no need for the White Fang, or Roman, or any of Junior's lackeys. Even Mercury and Emerald have failed her before, but she kept them alive, for she had need of them one last time. This time, she would take care of the pests herself. Those meddling children who always destroyed her plans and got in her way.

"Stop right there Cinder!", a young but firm voice called out from up ahead.

There she was. Ruby Rose. The scythe wielder with unmatched speed. She stood with her three teammates at the entrance to the factory, staring down Cinder. Those sterling silver-

"-eyes...", a voice whispered in the witch's head.

"Hrrmph...", Cinder growled.

"You okay Cinder?", the green-haired woman asked cautiously.

"Of course I'm okay you imbecile. You and Mercury take care of her friends. The red one...is mine", Cinder hissed.

Mercury's eyes became dinner plates,"What?! That's three against two!"

"Then it should be a fair fight Mercury", Cinder snapped at him, making her command crystal clear.

With a sigh of frustration, the pair leaped into action, taking on the princess, the Faunus and the brawler. Ruby knew her friends could handle themselves. She and Cinder locked eyes. This was it. An opportunity to destroy that brat and her friends once and for all. Cinder made the first move, sending giant orbs of flame toward the child. Ruby reacted with unmatched speed, zipping around the fireballs to slash at her opponent. The sorceress nimbly avoided every swipe, snickering as she conjured and launched a burning glass sword in Ruby's direction. The aspiring Huntress barely shattered it in time, staggering to maintain her stance as she glared daggers at Cinder with those piercing starlight eyes. As Cinder's eyes locked onto Ruby's, she noticed something. A gaze that she had seen a long time ago. A certain glimmer of hope that she had seen in only one other person...

...him.

"YAAAHHH!", Ruby cried out as she launched herself at Cinder again, trying to wear her down with all her strength.

What was happening? Am I faltering? Many similar thoughts clouded Cinder's mind, distracting her from battle and thus slowing her down, making her sloppy. Although she could avoid and defend against the barrage of shots and swipes, she was weakening.

"You won't hurt this girl", the voice in her head rang out again.

"Shut...UP!", the witch cried as she let out a blast of fire, blowing Ruby away and onto the floor.

Cinder fell to her knees, somehow exhausted. Mercury and Emerald on the other hand were ready to finish off their opponents at Cinder's command, as they had been toying with them most of the fight. Ruby weakly looked over at her battered friends, and then back at Cinder. Her eyes weren't sharp with determination this time. They were scared. She could do it. She could kill this annoying brat and her friends. Tonight would be the end and she could carry out her plans without any substantial interruption. Mercury and his accomplice stood by for orders, smiling wickedly down at their victims. What they heard instead blew their mind.

"...fall...back", the witch muttered, just loud enough for her partners to hear her.

Mercury snorted,"What?! We could do it right now! They're weak! And vulnerable!"

"Don't talk back to me Mercury!", Cinder hissed.

The pair of fighters simply looked at each other before walking back to Cinder. The fiery woman hailed a airship on standby, and within seconds they had vanished into the night sky.

Cinder sat away from her comrades in the transport, making small embers with her hands as she pondered her thoughts. How could she have been so weak? If she was on top of her game, that factory would have been reduced to soot and ashes. The voice in her head had distracted her from the objective. She wanted, no, needed to find the cause. There would be only one place to find it.

"Pilot. Drop me off at the Vale Central Cemetery", she commanded as she put on a black cloak from one of her bags on the ship, pulling up the hood.

Emerald and Mercury kept their mouths shut about her command this time, knowing she would probably roast them had they done otherwise. When the transport had departed, she traversed the graves, seeing a vast ocean of tombs, yet she was seeking three names in particular. She spotted a caretaker nearby, seeing an opportunity to make her search easier she took it.

"Excuse me...can you direct me towards the...Team ZERO memorial?", she asked softly.

"Ah yes...so young they were. Over there on the hill, at the very top there", the old man mused.

Cinder Fall took her time to walk up the hill of the sea of the dead. Soon enough, she found what she was looking for. At the top of the hill, there sat four tombs in a straight line, side by side. She looked them over carefully, going down the line of names:

Zane Noctis

"May you find comfort in the shadows of eternal rest"

Ella Blaze

"Your heartwarming flame lit up our lives and shall never flicker out"

Rizu Fall

"Though you walk in the dark, may the rhythms of paradise light your way"

Orion Maxima

"With the strength of ten Ursas, you lifted our spirits"

She had not been here to visit in over ten years. Ten years ago when power was her ambition, and her life had more meaning than to destroy. Ten years ago. The thought made her smile. Not an evil smile or a mischievous grin, but a genuine smile. These names brought her back to a time when she was different. A time when she laughed, cried, and loved. A time when her name was Ella Blaze.

A/N: Okay guys thanks for reading this is my first story to post on this site! And also my first RWBY fanfic so I'm really excited to share this with you all! No flames please! Remember: Memory is the Key.