A/N- So, I had another idea for an xover (unbelievable, right?!) and decided it would be best to give in to the madness until I get it out of my head.

Hollow Knight has very vague lore behind it, so that allows me a certain amount of leeway in terms of character development, among other things. And given some aspects of it, I feel like RWBY is a good choice for the xover.

And as of right now, I'm not exactly sure whether I should leave the bugs of Hallownest as they are, or just come up with some BS reason to make them insect faunus.

I hope you like it, and be sure to leave a review.

Disclaimer- I OWN NOTHING!

(-)

"This great Kingdom has endured through the sacrifices of its people, and the regrets of its ruler. After all it has suffered, all it has given to survive... If it were to fall now, then it would all be for naught."

- The Pale King

(-)

The city that was once the glimmering capital of a great Kingdom, was now nothing more than a hollowed out shell of its former self. The majority of its citizens now haunt the streets, no longer capable of thought for themselves, but instead answer to the will of a higher being that they cannot refuse. Once respectable nobles now tear the flesh from any they can find that aren't infected. Honor bound knights turn their blades on those they were supposed to protect. The members of the Arcane Society have perverted their arts through madness, and distort the city from their perch in the Soul Sanctum.

What few bugs that were able to stave off the infection, have holed themselves up in their residences, trembling in fear and praying for the plague to end. Never willing to venture from the safety of their homes, and risk getting slaughtered by the bugs they had once called 'neighbors'. The brave individuals among them that chose to face the horde to attempt escape, were met with a violent death.

The waterways were now infested with abhorrent and vile creatures that propagate endlessly, and devour anything that they happen upon.

Kings Station, the busiest stag station throughout the Kingdom, was now dead silent. When the plague first broke out, many fled to the station to escape the city. And in that chaos, it made it all the more easy for the husks to kill en-masse. Dead stags and bugs were piled up, blocking most of the tunnels.

The rest of the Kingdom wasn't much better. The plague quickly spread through the Fungal Wastes via spores. Greenpath's vegetation was now just as eager to kill as its denizens. The long buried corpses in the Resting Grounds had reanimated, causing a sickly scent of decay to permeate the air. The miners of Crystal Peak became obsessed with the gems they unearthed and turned violent towards intruders. The Queens Garden was overtaken by a faction of the Mantis Tribe who, at the behest of their Traitor Lord, willingly gave themselves over to the infection in exchange for the power it granted. And fierce Dryya, leader of the White Knights, had fallen in battle to protect the Kingdoms Queen from the mantis assault. Deepnest became a den of danger and death that made its previous state pale in comparison.

The Kingdom that was deigned to last eternal, was now crumbling down around itself.

And there was no way to stop it...

He blinked.

No longer was he watching as the Kingdom heaved its dying breaths, but he was back in the City of Tears. Looking out over the pristine city from its tallest tower as the citizens went about their day below him, completely unaware of their impending doom.

"Sire?" a voice called out from behind him.

Turning his head ever so slightly, he cast his gaze towards his companion. Standing in the doorway was one of his most trusted followers. Kind to a fault in her daily life, but equally as lethal on the battlefield, Isma was the younger sister of the Hive Queen, Vespa. The bee was well versed in the Arcane arts which, when combined with her skill at utilizing poison, made her an assassin without equal.

At her insistence, she had accompanied the King in his trip to the Watchers Tower in the city. Her reason for this being that he had a somewhat intimidating presence, and felt that her being with him would offset it somewhat, given her familiarity with the populace.

He didn't mean to be intimidating to his subjects, it was just the natural reaction they had to the immense power that radiated from his form. If he had a way of lessening it any further, he would do so.

But regardless of his subjects apprehension to him being there, the King needed to meet with Lurien in order to discuss future plans.

"Is something wrong sire?" asked the bee.

"Why do you ask?"

His voice was filled with booming power, yet still retained its softer intent.

"You have been staring out over the city for some time now. I have tried calling out to you several times with no response." she voiced her concern. "Was it another vision?"

Very few were privy to the King's true nature, as well as the abilities it provided. One in particular was the ability for him to see into the future and witness coming events. It was because of this that he had learned of Her inevitable return. And while this power was a great boon for him, it had its drawbacks. He had no control over what he saw or when he saw it. Sometimes the images would be blurry, and other times clear. And every time he did something to counter future events, the visions would change.

But this vision was by far the worst.

With it, he watched once again as his Kingdom crumbled. Stared in horror as all his plans failed and resulted in the peoples demise. The destined Dreamers, steadfast in their duty as they were, still failed to contain the Light within the chosen champion.

The King seethed in silent rage with the knowledge that everything he had done, the horrible acts and twisted experiments he performed on his own children, had all been for nothing. He had spent years working to save his Kingdom. This was not the first plan, nor the second. Rather, this was the last desperate attempt that he threw his all at. Years were spent preparing everything down to the smallest detail. And in the wake of all his efforts, the Light that sought to bring ruin to them all, would still come out victorious.

He released a breath he didn't know he was holding, letting his anger subside in turn. "Yes." he responded after a moment. "Once again I have been forced to watch as my Kingdom meets its end." he stared out over the city again. "Once again, I have been forced to watch as my plans fail. Watch as all the sacrifices that have been made were pointless."

Isma could hear the sorrow hidden within the King's tone. "Sire..."

The Pale King turned around and walked towards Isma. "The eve of the infection is almost upon us. Soon the first bug will fall victim to Her influence, and from there it will spread like wildfire." he passed by Isma and gestured for her to follow him.

"So... There's no stopping it, is there?" asked the bee.

"No, there isn't." he responded as he briskly walked down the halls. As he rounded a corner, he nearly ran into Lurien who was going in the opposite direction.

"Oh! My Lord." he greeted with a quick bow. "I was just on my way to see y-."

"My apologies old friend, but time is of the essence right now." the King interrupted. "I need you to send for Monomon and Herrah. Tell them to meet me at the Stag Nest. I expect you to be there as well."

"But, my Lord, whatever for?"

The King didn't even stop walking as he replied back. "One last shot at victory."

(-)

Arriving at King's Station, the crowd made way for the Pale King as he did his best to move quickly without causing the people to panic. Isma was right behind him, staying in step.

"Sire, what are you planning?" she asked in concern.

"If the Kingdom is destined to fall regardless, then I no longer have any reservations about this next plan." he answered as he climbed aboard a stag. "Isma, I need you to find my wife and bring her to the Stag Nest. And be quick about it."

"But sire-."

"Go!" he ordered.

Isma instantly snapped to attention. "As you wish sire!"

The King then turned his attention to the stag. "Get me to the resting grounds."

"Aye sir!" the beetle responded as it took off down the tunnels.

'Time is running out and there is nothing I can do to stop the plague. So if I can't prevent the plague from happening, then I'll just have to skip over it. I will ensure this Kingdom's survival. I will protect its people. I will now be defeated by Her!'

The King was shaken from his thoughts when the stag came to a halt. They had arrived.

"Do you need me to remain here sir?" the beetle asked.

"Yes. I will be back soon." he answered as he took off into the Resting Grounds.

The grounds served as the Kingdom's cemetery for the majority of its people. As a result, various energies would collect in the area, and occasionally result in the appearance of ghosts. It was for this reason that Seer chose to reside there.

Knocking on the door to the moth's abode, he was greeted by an aged voice.

"Come in."

Stepping into the hut, he spotted Seer sitting at her table and looking over a bowl filled with questionable things. It smelled rather horrid and gave off a colorful smoke.

"Ahh... To what do I owe the pleasure of the Pale King himself coming to see me?"

"Seer." he spoke with a quick nod of acknowledgement. "I have need of something from you."

"Ohh? Well, what would the King need from a frail old lady like myself?" she asked cheerfully as she tossed some herbs into her bowl, causing the smoke to change color and mute the scent.

"The Dream Nail."

Seer paused momentarily before tossing in some more herbs. "Why, may I ask, do you need such a thing?" her previously warm tone of voice was now more serious.

"Time is running short for the Kingdom. All of my plans are destined to fail, and the only one I have left requires that nail."

"You seem certain that your new plan will succeed." she noted idly as she stirred the bowls contents. "Where does this confidence come from? Is it trust? Is it from knowledge?" she then turned her sharp gaze towards the King. "Or is it desperation?"

"... I need the nail."

"She is destined to return, so you would risk it all on a one-in-a-million roll of the dice." Seer then took the bowl and walked towards her huts exit, passing by the King.

He followed after her as she walked into a garden. "It is all I have left."

"That may be true," she said as she knelt down to inspect a sprouting vine. "But remember, it's not just your life that you're gambling with here."

"Please, do me this small favor."

"... This is neither small, nor a favor." she responded as she poured the bowls contents over the sprout. "What you ask of me is something that by all rights I should deny."

The King stood in silence.

Suddenly, the plant before Seer shot upward into a mass of glowing vines.

"But, I suppose an old lady like myself can make a mistake or two."

As he looked at the whispering root, he noticed an out of place glimmer.

"The nail."

Seer reached into the vines and pulled out the Dream Nail. "Take it." she said as she held it out to the King. "And make sure you succeed."

"I will." he responded as he took the nail.

(-)

"For exactly what reason has our 'esteemed King' summoned us?" asked Herrah, the ruler of the Deepnest. Though she had agreed to aid the Pale King in his plan, it was only in exchange for the child he provided her with. She had very little reason to follow his orders outside of what was already agreed upon.

"I'm sure it was for a good reason." opined Monomon. "For him to summon us Dreamers, it must be quite important."

"He seemed rather serious when I saw him." spoke Lurien.

"Isma had informed me that he had another vision." said the White Lady, who had remained quiet up until then. "I fear that he has seen a tragic future for the Kingdom."

"Are you saying that everything we've been through has been pointless?" asked Herrah. "That all this effort was a waste of time? I could have been bolstering my defenses, but instead, I chose to trust the word of your King." the Beast scoffed. "What a fool I must have been."

"Please, settle down Herrah." Monomon said calmly. "Soon the King will be here, and we will know the reason behind our summons."

Almost as if in answer to her words, the sound of a stag beetle could be heard rumbling down the stagways. From the darkness of the tunnel emerge a beetle ridden by the Pale King himself.

Casting his gaze over the group, he nodded in approval. "Good, you're all here."

"Yes, we are." Herrah said with a bit of venom in her voice. "So, how exactly did your plan fail this time?"

The King dismounted the stag and walked past Herrah. "The reason why is of no concern. What matters, is that it will fail, and now I need a new plan."

"And that plan has brought us to the Howling Cliffs?" asked Lurien as the King stepped outside the station and onto the frigid Overworld.

"Yes. But for this plan to work, I require one more person." the King answered as he led the group down a hidden path down the mountain.

"And this person lives out here?"

The Pale King walked up to a nearby cliff face and began tapping it in several places. "No. But the means to summon him is."

Eventually the King found what he was looking for. A rather unsuspecting rock that was loose against the wall. Sliding it to the side, the wall began to rumble before lifting up to reveal a cave.

"Quick, in here." the King ordered as he led the group inside.

It was a large, dark cavern that appeared untouched by bugkind. And in the center of the cavern, was a single lantern. It looked rather ominous, not to mention out of place.

"This is it." the King spoke.

"A lantern?" Herrah spoke up. "You brought us to this godforsaken mountain for a lantern?"

"It looks... familiar." opined Monomon. "I think I came across a picture of it in my studies."

The Pale King nodded. "The story behind this lantern goes back as far as Hers." he responded, getting a slight shock from the group. "In the past, the expanse of Dream was split in two. The first realm, the realm of Dreams, went to Her. The second however, belongs to a different being. The Nightmare realm, ruled by the Nightmare Heart."

"That... sounds rather bad." said Lurien. "Are you saying we're going to ask this 'Nightmare Heart' for help? Because that sounds a little dangerous."

"I am well aware of how it sounds Lurien. But unlike Her, the Nightmare Heart is simply content with its small congregation of followers, who aid it in prolonging its life."

"So, it's still not good, but it's far better when compared to Her." surmised the White Lady.

"Yes." answered the King. With a spark of soul, he was able to light the lantern's base, causing a scarlet flame to ignite.

A faint breeze blew through the cavern, carrying with it unnaturally warm air. The muffled sound of music could be heard playing all around them, echoing through the cavern. The flame from the lantern began to grow in size, and suddenly shot across the cavern and slammed into the ground, resulting in a huge conflagration.

The group shielded their eyes from the heat and light, and after a few moments, it subsided. In place of the fireball, was now an entire caravan of strange bugs and other creatures. They were all dressed for a circus, and judging from some of the equipment they carried, the idea wasn't very far fetched. And standing at the lead of them was a tall bug of some sort who was dressed in a dark-grey coat that flared out at both ends. His very presence screamed danger, but at the same time, harbored no ill intent.

"Ahhh... It seems that we have been summoned a little early." spoke the bug. His voice was rough and raspy. The kind of voice that sounds painful to the speaker. He then turned his gaze towards the Pale King. "And why exactly, have you called for us?" his eyes narrowed. "Wyrm."

"Who is this bug?" asked Herrah. "His presence is quite unsettling."

"Your words of kindness aside, I believe a proper introduction is in order." responded the strange bug. He gave a polite bow before speaking his name. "I am Troupe Master Grimm. The greatest showman you will ever meet, as well as the leader of my congregation of circus performers you see behind me."

As he lifted up from his bow, he faced the Pale King with a faint smirk. "Though, I'd wager a guess that you already know who I truly am."

"The representative of the Nightmare Heart." replied the King.

Grimm brought his his hands together in a light clap. "Ah! It is good to see that there are still some who remember us. That annoying tyrant did quite a good job of hogging the spotlight. I feared that we had been completely forgotten." he then tapped his index fingers against each other as he adopted a curious look. "Though I must know, exactly why have you called for us?"

The Pale King could hear the slight traces of annoyance in Grimm's voice. He was well aware of the troupe's purpose, and though its master hid it well like a good showman should, they were still displeased at being summoned so early.

"I require something of you, Grimm."

"Oh? The Great Wyrm requires my aid? Is the world coming to an end?" Grimm responded in an over-dramatic fashion. "Because if so, that's all the better for us."

Herrah stepped forward and was about to tell the bug off, but the King held out his arm to stop her.

"My Kingdom is on the cusp of ruin, and I cannot allow that to happen. I need your help to prevent that."

"While I am flattered that the Wyrm himself is coming to me for aid, I must remind you that by helping you out, I stand to gain nothing." Grimm held out his finger and a small scarlet flame ignited. "You know how it goes, right?"

"Through dreams I travel, at lanterns call. To consume the flames of a kingdom's fall."

The Pale King's eyes sharpened.

"Helping you stop the coming tragedy is counterproductive to our purpose. And as much as I would like to spite Her by doing so, it would still hinder us." the flame on Grimm's finger snuffed out. "And we can't have that." he then spun on his heels and began walking back towards his troupe. "So it would seem this is where we part ways."

"What do you want Grimm?" asked the Pale King.

Grimm didn't even slow down. "Do you believe you can bribe me with material possessions?" he scoffed. "We have need for only one thing, and you cannot provide it."

"I will provide you with a fallen kingdom in exchange."

The bug halted in his tracks. Grimm turned his head slowly, a smirk on his lips that showed off his sharp teeth. "A kingdom in exchange for a kingdom you say? How devious of you~."

Monomon floated over to the Pale King and whispered into his ear. "What are you doing?"

"Saving my Kingdom." he answered. "A King's duty is to protect his people. And regardless of the price that must be payed, I will uphold that duty until I am no more."

"But-"

"So!" Grimm spoke up, interrupting Monomon. "Where exactly is this fallen kingdom you promise to provide for me?"

"You will not find it anywhere on this Overworld. Rather, it will be where we are going."

"My lord, what are you talking about?" queried Lurien.

"Yes, please do explain." said Grimm. "Before, you had my attention. Now, you have my curiosity."

The Pale King pulled out the Dream Nail and held it for all to see. "If She cannot be defeated, nor contained, then the only option left, is to go where She never existed. A place where no one can remember Her."

"Dear, what are you planning?" asked the Queen.

"The Realm of Dreams is something akin to an airlock between space. Provided one has enough Essence, they can traverse the Dream to exit in a different place from where they entered." explained the King. "But what I plan to do is on a far greater scale."

Monomon's eyes widened upon realizing the King's intent. "You plan to take the entire Kingdom of Hallownest into the Dream, and bring it out somewhere else!"

"That's insane!" shouted Herrah. "You are going to get everyone killed!"

"I must agree with Herrah on this, my lord. A single person is one thing, but an entire kingdom... It seems a bit risky." opined Lurien.

"Not to mention impossible." added Grimm. "So if you still want my help, I will need some assurance."

"I know that this is an undertaking of immense proportions, and I understand your reservations... But it will work." the King said as he turned to his companions. "Lurien, Monomon, Herrah, I will need you three to stabilize the rift. My Queen, I need you to spread your roots across the kingdom to gather as much Essence as you can." he then faced Grimm. "And Grimm, I need the Nightmare Heart to erect a wall of flames so that She can't follow."

"And what exactly will you be doing, Wyrm?"

"... I granted the people of Hallownest the power of free will, to be able to think for themselves. And I swore I would never take that back." he then looked down in sadness. "Now, if even for just a moment, I will have to abuse that power... I will make the entire Kingdom of Hallownest dream of a world without Her."

The was a few moments of silence. Then the faint sound of chuckling could be heard. It was Grimm.

"Simply marvelous! Just the kind of stunt I would expect of the desperate Wyrm!"

"So, you agree to help?" asked the King.

"Indeed. We have a deal." Grimm spoke as he returned to his troupe. "Now, let the show commence!"

(-)

The twilight hour was upon the territory known as Mountain Glenn, a large plot of land to the south of the Kingdom of Vale. For years the kingdom had made plans to expand their borders to the area, hoping to take advantage of the natural mountain formations to help in keeping it safe from the Grimm. Of course, such an undertaking came with its own risks, but the reward of an entirely new (and major) settlement was too good to pass up. So as the surveyors finished up mapping the land so construction could finally begin, it came as much surprise when a storm suddenly blew in.

The sky crackled with energy as the clouds began to swirl around a central point. They shifted through a myriad of colors, resulting in things like red colored lightning. The earth rumbled with the force of a mountain-sized jackhammer. The very air distorted in waves, causing those present to become dizzy.

And then, at the climax of all the chaos, an enormous beam of light shot down from the storm and struck the center of Mountain Glenn. It exploded in a flash of light, temporarily blinding all who saw it. The glow lingered for a few moments before finally subsiding and allowing for a view of the aftermath.

What the surveyors saw caused their jaws to drop. The surroundings of Mountain Glenn had been blown away by the explosion, leaving a large ring of destroyed land around the areas center. And in the center of it all stood a new formation. A ring of mountains stood tall amongst the carnage, protectively surrounding the plot of land inside it.