A/N: Ladies and Gentlemen, boys and girls, allow me to present to you the first ever RWBY/Night in the Woods Crossover, I checked. Since I have barely even started on the next chapter, and as any good reader of mine would know, I cant update for shit without having the chapter already completed. So don't expect an update very soon. But I will be working on it. Just not at this moment because in the words of Undyne from Undertale "College suuuuuuucks!" Any way on with the story.

Chapter One:

The More Things Change

"Hello, my name is Professor Ozpin. Can you tell me your name?"

He walked down the hall with a purpose, his ornate cane ticking quietly with every step he took. As he neared a set of iron doors, the two guards standing on either side nodded to him and opened them for the prestigious professor.

"Why are you here?"

"You tell me."

Mae sat up from her bed as the guards came into room, her dull red eyes watching them as they set down a tray of food. Pan, the only guard Mae had bothered to interact with in her two years here, smiled at her and nodded to her as he left the room.

Mae was a short, thin girl. Her black hair, once short, was dyed a faded red at the tips. She wore a set of bland, white clothes provided oh-so-kindly by Pan when she first came here.

Mae looked at the tray before sighing and flopping back under her covers. It was strange, she thought. The moving shapes always brought her static shapes and then took it away.

Why wouldn't they just leave her alone? The shapes obviously didn't care about her; they were just shapes.

Today was no different from the last. The shapes would come. They would go. And Mae would be stuck in the horrible reality that was her life.

"I'm concerned for her, Professor. She hasn't eaten in a week; hasn't left her bed in months. At this point, I'd say she's more a danger to herself than others."

"I understand, let me talk to her."

"Sure, sure. Anything you need."

The shapes were back. Why were they back? It was too early for them to remove the statics.

The shapes came over to her bed and picked her up.

Why? They had never interacted with her before.

She hung limply from the shapes as they carried her away from her room. She clawed feebly towards her door, her safe place, but the shapes were too strong for her.

Why did they care if she was in her room or out of it? They had never cared before. Why?

They carried her into a new room. It was darker than her old one and didn't have a bed in it. The shapes set Mae into a chair in front of a desk and left the room. She sat there in her white clothes, just wanting this to be over.

In the silence of the room, her thoughts moved to home. It sometimes helped with sorting things out. She came from an island. It had been so nice and full of life. But Mae had always thought it was a little too spaced out for her tastes. But that was before she ended up here.

She was all alone here.

Her jumbled thoughts were interrupted by the sound of a door opening. Mae looked up to see several dark shapes.

One was talking to her lifelessly. The monologue didn't make any sense to her. It didn't matter anyways; it was just a lifeless shape.

Professor Ozpin was having an interesting day thus far. He had gotten an email about a student he had never had, had an argument with the mother of said student, and was now traveling to a prison facility opened in his name that he never knew about. He sighed as he looked out the window of the airship he had borrowed for this investigation. The building was unassuming, just a small two story warehouse in the middle of nowhere.

Ozpin stood up as the airship settled down, completing its landing process. He stepped out of the vehicle and began walking briskly towards the entrance of the building he supposedly owned. A scowl was evident on his face as he approached the metal door.

Ozpin was a refined man. He wore a pristine, dark green suit and black khakis. His snow white hair moved slightly in the small breeze that was gusting through the plains, some of it getting caught in the folds of his green scarf that he had wrapped around his neck and under his suit. Ozpin adjusted his small, dark glasses and tapped on the door with his ornate cane that he carried everywhere.

"Hello, my name is Professor Ozpin, Headmaster of Beacon Academy," he said with faux kindness. "It appears you have something that doesn't belong to you. I would suggest you return it."

The door opened to reveal a guard with a worried expression on his face.

"Professor Ozpin, you're not supposed to know about this place."

"Well, it seems that information is incorrect now, isn't it." Ozpin stated, politely. "May I come in?"

The guard nodded quickly and opened the door nodded to him then walked into the base.

"Thank you." Ozpin said to the guard who nodded again in reply.

He walked down the halls with a purpose, his ornate cane ticking quietly with every step he took. Where was she? She had to be here. He spotted a set of large metal doors with two guards standing at parade rest on either side.

"Excellent," Ozpin said politely, walking up to them. "I was hoping someone would be around to give me directions. I'm looking for your employer."

The two guards looked at each other then both pointed to the door behind them. Ozpin smiled and gestured his hand forwards.

"May I?"

The guards began stuttering and looking at each other. Finally one of them nodded to the prestigious professor and began to quickly open the door. Ozpin smiled politely at them both and walked into the small room beyond. The guard who took action shakily nodded as the white-haired professor passed.

Inside the room, several tables were littered with notebooks and sheets of statistics. There was only a single lamp hanging from the ceiling, casting the scene in a slight orange glow. A man in a lab coat stood in front of a fake mirror, his hands in his pockets, as he watched a girl with long black hair stare blankly at a table she was sitting at.

Ozpin walked up besides the man and watched the girl as well. Her red eyes seemed lifeless and unseeing, and she never moved. The only indication that the girl was still alive was that her chest was slowly moving up and down.

"Isn't this horrible, Oz?" the scientist asked with turning away from the sight of the girl.

"Indeed," Ozpin agreed quietly. "You really have sunk low, King"

Doctor Nome King turned to look at his former school friend, his expression sad. Ozpin continued to watch the girl carefully for any signs of life. She made no move; it was like she was oblivious to everything, including their conversation.

"I have, haven't I?" King asked, nodding to himself. "And I was so sure I could help her."

"I highly doubt that kidnapping and impersonation could be beneficial to anyone, King."

"I know," King sighed, head bowed. "But she needs help. Oz, her semblance is killing her."

Ozpin turned back to King in confusion.

"At this point, she isn't even aware of where she is," King continued, not looking away from the girl. "She can't even recognise the one person he befriended when she came here."

"Why?"

"Her semblance," King shrugged.

"King," Ozpin warned, his grip on his cane tightening.

"Look, Professor, I'm concerned," King snapped, turning to glare at his former friend. "I'm concerned for her! She has an amazing semblance that is slowly destroying her mind. Yes! I lied… stole... and broke the law to get her here! But it was only so I could help one of the brightest lights at my school continue to shine. So lock me up; kill me; do whatever the hell you want with me. But for the love of God, don't let her own soul kill her."

"What happened?" Ozpin sighed, rubbing the bridge of his nose with his fingers.

"It was a spar,"

The dark shapes stood there looking at her. Why did they just stand there? Mae wanted them to go away.

"Go away," she said. "Leave me be."

The shapes ignored her. What did she expect? She knew they weren't alive. How could they be? They were just shapes.

The dark shapes moved towards her and picked her up. She tried punching it. If it wouldn't listen to her maybe it could be forced away. The shapes ignored her and carried her away.

It was funny, she almost thought one of the dark shapes glowed brightly for a second. She felt a sharp pain behind her eyes and fell asleep.

Mae opened her eyes to see her old bedroom. It was a small room with wooden walls and various posters of old video games hanging from pins. Mae sat up from the bed and looked around. Her room was unchanged. Her small nightstand was still at the foot of her bed, complete with her old bass leaning against it. Her mirror was still by her door and still had her old reminders on it.

Mae got up and stumbled towards her closet. Her clothes were still there, which made her quite happy. She grabbed her favorite clothes and scurried to get dressed. When she was finished, she wore a light red shirt with dark red long sleeves and a dark circle with a line through it decorating the front, light grey jeans that stopped about a half foot below her knee, and dark ankle high boots. She scampered over to the mirror to make sure everything was in order.

"Holy crap!" Mae yelled.

Or at least she tried to. All that came out was a hoarse croak. Mae stared at her reflection in near horror. Her hair was long and matted; her sharp, cat ears barely poked out of the mop of dark blue hair. Mae scowled and rushed towards the shower.

"How could this happen?" she thought frantically as she began preparing for the process of getting her hair the way she liked it.

When she stepped out of the shower, she had a towel wrapped around her neck. Her hair was now cut short with the tips dyed a bright red. Mae smiled as she watched the feline ears on the top of her head that marked her Faunus heritage twitch slightly.

Faunus were people with animal-like traits, like ears or tails. The most common variations were mammals but there were other types as well. Mae's entire family were cat Faunus; had been for generations. In fact, now that Mae thought about it, almost everyone in the town was a Faunus.

"Hey Mae, are you awake honey?" a kind voice called from the living room.

"Mom?" Mae rasped and ran out of her room.

Candy Borowski sat on a small chair in the living room, reading a book. Mae was often called "a younger Candy"; they looked so alike. The only real difference was that unlike her daughter, Candy's hair was longer, going down to her chin and the tips were dyed a light blue. She wore a dark green jacket with a light pink shirt under it and blue jeans. In her hands was a dark red book that she had been reading before she heard Mae moving around. Mae rushed to her and wrapped her mother in a hug.

"Morning, Mom" Mae rasped with a broad smile on her face.

"No, honey, I'm a mom twenty four hours a day," Candy laughed. "Are you alright dear? You sound like crap."

"That bad, huh?" Mae smiled as she stood up and sat in another chair across from her mother.

"No, I'm saying you sound like crap because I love you," Candy joked.

Mae laughed softly as her tattered right ear twitched. Candy's eyes flitted to the ear as it moved, her expression becoming concerned.

"Are you sure you're alright?" she asked. "You're not feeling any pain in your ear again are you?"

"No, I'm good," Mae shook her head. "Hey, do you know where Bea is?"

"Oh yeah, she was in here just yesterday asking how you were doing."

"So… where is she?"

"Oh, that reminds me," Candy said as she went back to reading her book "Professor Ozpin called and said he wanted to meet with you when you woke up. You know, I didn't like him all that much but now that I've talked to him some more..."

"MOM!" Mae shouted cutting off her mother's rambling.

"Yes, sweetie?" Candy looked up from her book again to see Mae staring at her with an annoyed expression on her face.

"Where's Bea?"

"Oh, she should be at the smithy. She's all but taken it over."

"Thank you," Mae huffed and walked out of the house. "Bye 24 hour mom."

"Seven days a week, honey. Have a good time out there."

"I will."

Mae closed the door behind her as she stepped onto the porch of the wooden house that the Borowski's called home. The island of Menagerie hadn't changed much in Mae's opinion. It was a small desert island in the corner of any world map you looked at. Most of the houses were made of thin wood and tarp to let in as much airflow as possible. Very little large foliage grew on Menagerie, with only the occasional palm tree surpassing the one story buildings.

Mae's eyes gleamed as she eyed the palm tree that grew next to the house. She quickly scurried up the tree and jumped onto the roof of her neighbor's house. After quickly gathering her bearings, Mae ran and jumped across the loosely spaced roofs towards the smithy that her best friend, Bea, worked at with her father.

Menagerie's infrastructure was not tightly packed. In fact, many times Mae had to get a run-and-go to reach the next roof. It was during one such instance that Mae met up with Bea. She tried to jump across a particularly wide street, running across a slanted roof and preparing to jump. Unfortunately, the roof was so slanted that Mae lost her footing and slipped off the roof just as she was about to jump.

Mae desperately tried to save herself as she waved her arms and wobbled on the edge of the roof. Finally, gravity won out and sent the feline Faunus crashing to the ground. She landed in a heap, her arms sticking out in odd, painful angles. Mae blinked blearily and groaned.

"Ow."

"Hello Mae. Been awhile hasn't it?"

Mae looked up to see her Aunt Molly, Bea and her friend Lori staring at her not two feet away from where she had landed. Molly was her mother's sister and the resident Hunter of the family. That meant that it was usually her job to detain or arrest Mae after whatever random act of chaos she had committed was discovered.

Molly was what Mae would call "thick." Where Mae and Candy were thin and quick, Molly was broad and slow. But what she lacked in speed she more than made up for in strength and strategy. She had short black hair and light red eyes. She wore a dark green officer's uniform and commonly wore a police hat, which caused Mae to call her "Aunt Mall Cop" much to Molly's annoyance and displeasure.

"Hey," Mae wheezed, addressing Molly, "what are you doing out here? Shouldn't you be guarding the playground?"

"I was just talking to these girls when I saw you running across the very off limits rooftops," Molly explained.

"So?" Mae asked.

"Stop it, Mae," Molly warned.

"No," Mae refused stubbornly, her frown appearing lopsided in her crumpled state.

"Do you want to spend your first day awake in jail?"

"No," Mae repeated, giving up on her stubbornness for once.

"Now that we've gotten that out of the way," Bea began, "what are you doing, Mae?"

Bea Santello was Mae's best friend since childhood. She was a tall girl with long, light blue hair with a single black line running down the left side of her head. She wore a black dress-like shirt with black skinny jeans. On her hands, she had gloves that were the same color as her hair. Around her neck, a silver Ankh necklace dangled and gleamed. Bea glared at Mae as she walked over to her feline friend, her reflective, green, alligator eyes making her even more intimidating.

"Hey Bea," Mae said happily as she took the alligator Faunus' hand and got to her feet.

"Hey Mae," Bea said, her annoyed voice betrayed by the slight smile on her lips. "What are you doing?"

"I was going to see you," Mae chirped raising her arms into the air for emphasis. "Get you out of that smokey forge."

"I can deal," Bea said irritably "I don't need you to babysit me. A little smoke won't kill me."

"Actually, that's not true," Lori cut in. "Smoke can cause many types of deaths. Some of them are rather gruesome."

Lori was a mouse Faunus. She had silvery blue eyes and light grey, mousy hair. Her two little mouse ears wiggled as she got excited about the morbid topic. She wore a white T-shirt with a green/gray triangle on it under a dark brown hooded jacket. Her faded gray jeans were covered in small soot stains and other imperfections that came from working in the forge with Bea.

Lori was an expert on anything that could kill you. She had something of a fascination with deadly and destructive things. It was this fact that made her and Mae such good friends; where Lori could make the deadly and explosive weapons, Mae could find the best ways to test them in the most dramatic way possible.\

"Hey Lori," Mae waved.

"Hey Killer," Lori greeted, her nickname for Mae after the feline had almost killed the chief of the island with an exploding crossbow bolt.

"Got anything new for me?"

Lori opened her mouth excitedly but Bea glared at them, cutting the mouse off.

"No," Bea growled. "You two are not blowing up my forge again."

"Oh, come on it was only…" Mae argued only to be silenced under her friend's glare. "Well, I'm sure we can find someplace else then."

"Mae, I'm warning you, if you so much as-" Molly began, taking a step forward

"Fine!" Mae yelled in annoyance. "We won't test the weapons. Are you happy?"

Both Bea and Molly nodded cautiously with Lori looking disappointed. Mae smirked then opened her mouth. Bea glared at her as Mae's mouth divulged the loophole her mind had found.

"We can still build them though."

"Mae," Bea sighed, pinching the bridge of her nose in exasperation before her expression softened, "it's good to have you back."

"Well, you girls have fun." Molly said, shaking her head and beginning to walk away. "I need to get going. And Mae, it's nice to see you up."

"Bye, Aunt Mall Cop" Mae waved.

Molly stopped short and turned around, a glare on her face and a dangerous glint in her eye.

"Mall cops don't carry guns, Mae."

With that she turned back around and walked away, leaving an astonished Bea, a confused Mae, and a silent Lori in her wake. Mae brought her hands to her head and ran her fingers through her hair.

It was a few seconds before Lori's snorting laugh broke the silence. Bea turned to look at Mae, who's expression was slowly becoming that of horror and confusion.

"Mae, are you alright?" Bea asked.

"I think Aunt Mall Cop might be planning to kill me." Mae said slowly before leaning back and staring up at the clouds. Causing her to begin to wheeze as she stretched her bruised chest too much.

"Do you think she still remembers the Edgar incident?" Lori laughed, not calming down from her giggles.

"Do you mean where you and Mae pushed Gregg into a hole and declared him to be your new weapons test subject named Edgar?" Bea asked

"Yep," Lori nodded, her laughter growing stronger as she remembered the incident.

"He was only in there for an hour. And to answer your question; she has, like, a tricylic memory. So, no," Mae groaned as she clutched her stomach in pain.

"Do you mean tricyclic or eidetic?" Bea asked, staring at Mae in confusion.

"I don't know, I'm hungry," Mae said as she slowly walked down towards the shore where all the restaurants were.

Bea looked at Lori, who was rushing to keep up with her only friend, still laughing quietly, before slowly following both girls down towards the beach.

"Glad you're back, Mayday,"