The Beowulf ran as fast as its legs would carry it; its pitch black core was filled with an emotion that before this had been completely alien to it… terror. Suddenly in its haste, one of its claws got caught in a root and tumbled over itself and fell to the ground. It got up unsteadily, and growled as it heard its pursuers halt and shuffle to surround it. It let out a roar of defiance and charged… the forest echoed briefly with snarls and the sounds of battle, but after a final cry, the forest was quiet once more.

Ozpin read the report in his hand with increasing worry; his desk was covered with such reports… all indicating the same thing… Grimm were emerging from their fastnesses, but not in a concentrated assault or wave. Rather, they were coming out piecemeal, and seemed to be dispersing into the countryside at random. He looked up and gestured at the scattered papers, "What do you make of this?" he asked quietly.

Qrow scratched his chin and considered for a moment, "This doesn't match up with any kind of movement I would expect from the Grimm." he replied. "They could have caused some serious damage before we could have organized any response had they simply moved toward major population centers. However, the fact that they are coming out like this has meant that while all hands are needed on deck to take them out as they come or to divert them; they haven't actually caused as much damage as they could have." He leaned over the map of Vale that was on the desk; it was covered with black pins representing an outbreak of Grimm, "It's almost like someone… or something, is forcing them out."

Ozpin let out a long breath and leaned back in his chair, "That's what I was afraid you'd say. We can't afford to keep this up… like you said, they haven't caused major damage, yet, but we're wearing out and we're spread thin." He grabbed his coffee cup and took a sip, "I'm afraid that I'm going to have to send out the students to investigate; we simply cannot afford to use our more experienced hunters… I will ask that you lead them, along with Oobleck; your task is to take all available students teams and find out what you can; and Qrow?"

Qrow raised an eyebrow, Ozpin's eyes fell to the map, "Keep them safe."

Qrow rolled his eyes, "Of course."

Ozpin smiled, "That means staying sober."

Qrow's expression darkened a little and he stuffed the flask he had been about to drink from into his belt; he gave a lazy salute and walked out of the room.

Ozpin spun around in his chair to look out over the surrounding countryside… it looked peaceful, but occasionally he saw a far-off explosion or flash of light that bespoke of the battle currently raging throughout the continent. He closed his eyes, not willing to think about the great danger he was about to put his students in… whatever had driven out the Grimm must surely be a threat far greater than any they had ever seen.

"For all that is holy, Qrow," he whispered, "keep them safe."

Velvet ducked under a branch as she and Fox scanned the underbrush, she turned back to the other two and waved them forward.

Coco huffed a little and Yatsuhashi rolled his eyes a little as he slashed at the thick foliage in front of them, clearing a path. Her expression brightened and she walked haughtily to Velvet's position.

"Anything yet?" she asked.

Velvet shook her head, "We haven't even seen any Grimm after that last pack passed us an hour back."

Coco frowned, "I would think whatever was forcing them out would be a little obvious at this point." she peered into the thick forest ahead of them.

Fox cleared his throat, "You know… it might be a little easier to see in the deep, dark forest if you took the sunglasses off for once."

Coco turned deliberately toward him, "And be caught totally unfashionable before the great threat that is before us? Never!"

She said that part a tad too loudly for Velvet's liking, who winced, and stiffened as she saw a flash of movement in the distance.

"Um… guys?" she whispered, "I don't think we're alone anymore."

The others turned outward and drew their weapons, Fox gasped, "Wait… where's Yatsuhashi?"

The other two frowned and began looking around, where the large Hunter had been standing, there was only a depression in the grass.

"YATSUHASHI!" Coco called out, "WHERE ARE YOU?"

Suddenly a spear flashed out of the darkness and Fox barely dodged out of way in time and it slammed into the tree behind him. His eyes scanned the darkness, "It came from over there," he called out, pointing into the underbrush. He brandished his weapons and rushed forward; Coco unpacked her minigun and began advancing after him, she turned back to Velvet who was still staring at the spear and frowned, "C'mon Velvet, we need to take out whoever threw that spear and find Yatsuhashi."

"Uh… I think I may have found him," Velvet said, her voice quivering. Coco frowned and followed her gaze, and her mouth dropped open. Transfixed onto the spear was Yatsuhashi's head, his mouth and eyes frozen in terror. Suddenly there was a scream, and the two girls turned just in time to watch Fox's legs dragged into a bush, there was a brief rustle and then suddenly it was ominously still.

The two could only stare as the bush rustled again, and something rolled out into the clearing ahead of them. It was Fox's head, his mouth fixed in a defiant snarl, the ground glistened as blood oozed from his neck into the grass.

Coco gave out a yell and opened fire, spraying bullets wildly, the trees and bushes ahead of them were shredded she unleashed a fusillade of fire. Eventually after what seemed like eternity, Coco's minigun wound down and she lowered the weapon, she aimed her weapon wildly around the clearing, looking for a target.

She spun around as Velvet grabbed her arm, "We need to get out of here!" The Faunas girl screamed. Coco shook herself and focussed, Velvet was right, she had to concentrate on getting the two of them out of there. She slammed her eyes shut and forced the grisly sights of her teammate's remains, "All right, Velvet, get out a good melee weapon, preferably one that won't be too cumbersome in this forest, I'll keep my minigun out and cover from range. We'll use the flare and fall back until we can rendezvous with another squad." Velvet nodded and pulled out her camera, preparing to activate her Semblance. Coco's eyes scanned the treeline as she reached into the pouch at her side and pulled out the emergency flare that had been issued to each student. She aimed the flare up and popped the top, a red streak of light erupted high into the sky.

Coco immediately regretted it; as suddenly the entire clearing rustled and she heard movement closing in from all sides.

Velvet stood paralyzed, "Uh… Coco?"

Coco grabbed Velvet by the arm, "Don't just STAND there! Run for it!" the two ran back the way they had come; away from the horrible things that followed.

"Guys, look at that!" exclaimed Pyrrha, and the rest followed her pointing finger to see an emergency flare burst in the sky.

"That means someone's in trouble, c'mon guys." said Jaune and the squad followed him toward the fading red smoke.

"Oh my god, yes. Just wandering through the forest has been soooo boring." complained Nora as she vaulted a branch.

Suddenly Ren halted, staring up at the sky.

Pyrrha stopped, "What's wrong Ren?" she asked.

Ren pointed, and the team watched in mounting horror as another flare went off… then another… soon the sky was filled with red smoke.

"Uhhhh…." Jaune stood there, stupefied, suddenly a scream rent the air ahead of them, galvanizing him into action; "Okay, stick to the plan, help whoever that is and then uh… go from there."

The rest of the team shook themselves and each murmured stunned assent, save for Ren… who was suddenly missing.

"Where's Ren?" demanded Jaune, slightly panicked. Suddenly there was a rustle in the bushes, and everyone jumped. Pyrrha motioned toward the brush, and Jaune swallowed nervously and nodded, the two began advancing cautiously, shields raised, Nora followed behind with her hammer.

There was the sound of gunfire, and Ren leapt out of the bush, over one shoulder he carried an unconscious Velvet, with the other hand he fired his pistol as he backpedaled toward the group. He spun around and pelted his way toward them, "run." he said calmly as he rushed by.

Pyrrha grabbed the stunned Jaune by the arm and followed, Nora close behind, "but I haven't even been able to hit anything with my hammer!" she whined as she ran.

"Trust me… I don't' think you want to get in range of these things," said a voice beside them, which caused Jaune to trip and almost crash to the ground had Pyrrha not dragged him upward by the arm.

"Qrow, thank the Maidens." exclaimed Pyrrha, relieved; then she frowned, "um… sir, what happened to your arm?"

Qrow's right arm was gone below the elbow, there was a rough bandage covering the stump that seeped blood as he ran. He grimaced, "Let's just say that I had a rough encounter with what we're facing."

"I don't understand…" Pyrrha said, her voice starting to crack, "what the hell are these things?"

Qrow frowned, "I wish I knew, all I know is that they're fast and vicious, and they just keep coming. I also know is that this expedition was never prepared for this kind of resistance. We were supposed to be a scouting force; as it is… I have reason to believe that we've lost over half of our effective force."

Jaune gulped, "So all of those flares…"

Qrow snarled, "That's the things we're facing… they're messing with us, I counted the flares, there never was that many students in the entire force, and honestly, seeing how these things move, I kind of doubt that that many students would have even been able to use their flares in time."

Pyrrha blinked and stared at him, "You've got to be joking."

Qrow shook his head, and then gave a start and stopped; the rest of the team halted alongside him, "They've surrounded us…" he said quietly, his eyes darting around the clearing.

The team followed his gaze with growing horror as they saw the bushes and trees surrounding them rustle ominously.

"Get into formation," Qrow commanded the team, "Ren put Velvet in the center." Ren complied, laying Velvet down gently in the grass before taking his position in the the circle.

"Wouldn't a breakout be more prudent." asked Pyrrha, her voice on edge.

"Under normal circumstances? Yeah, but we can't outrun these things, and even assuming we could; we have no way of knowing which direction is safer. We'll engage them as best we can now, while they have to come to us and can't ambush us, and then try to make our move."

Jaune nervously waved his shield back and forth, trying to gauge where the first attack would come from; he wondered what kind of monsters could do such horrible things. Taking an arm from an experienced Hunter like Qrow? Who had stood and fought against countless Grimm? Jaune's imagination tortured him with images of vile monstrosities that ranged from vile preying-mantis like beings to giant werewolves with flesh-rending teeth and sharp claws.

Suddenly there was a rustle in front of him, and a shape emerged from the bush; Jaune yelped in terror, then stared in confusion.

It was a bizarre looking creature; it was very short, barely standing up to Jaune's waist. Its long legs ended in webbed flippers, and its spindly arms were held loosely by its sides, a vicious-looking, bloodsoaked blade was held in its right hand. It stared blankly at Jaune with wide, bulging eyes; it blinked once, then twice. Jaune wasn't sure whether to scream or laugh, and he simply stood there, watching it. Suddenly the thing's demeanor changed, and Jaune practically choked on the overwhelming bloodlust that suddenly filled the air. The thing's eyes turned red and vicious spines that ran along its back stood up, purple and menacing. It raised the savage-looking blade overhead and it barreled toward Jaune, who made his decision, and screamed as the thing rushed toward him, but that sound was drowned out by the warcry that the creature gave that echoed for miles around in a deafening roar...

Mrglglglglglrwlrwl!