AN: This isn't a complete rewrite of the chapter, just a pretty big edit-haul. An overhaul if you would. The original will be moved into the content in Echoes of the Howl if you preferred that version… For some reason.

The same night…

Ruby Rose:

The restless huntress stared into the darkness of her room as she wrestled with the call of sleep and the wont to got to the headmaster with what she saw a few hours ago. It was hardly regular for a grimm to do… Anything like what she had seen really. She had wanted to go to Ozpin directly, but had found that he was currently 'occupied' with some business with Atlas.

She supposed it could wait. Even if she wanted to ask everybody in earshot what it meant, she didn't really think it was a good idea to start spreading information about a potentially rogue Beowolf. In the city no less. It could lead to a panic, which nobody wanted, least of all her.

Rolling on her side Ruby spoke softly as to not wake up Weiss (her sister was more akin to a brick while unconscious, meaning she didn't care as much about her), "Hey Blake...?"

She got a grumble in response from the faunus, who didn't move to do anything aside from roll farther away from the sound of her teammate. She mumbled something about finding something in the morning, or maybe that Ruby should be paying more attention in class. Ruby couldn't really tell, and with a sigh she resolved to put the business aside for the day.

Well, maybe one of Blake's books would have something…?

Beowolf:

Humans, it turned out, weren't that attentive.

Or maybe it was just the flock which had that particular issue, since the shepherds seemed to be much more… Complicated to avoid.

The wolf had no exact end-point in mind for its loping. It had no idea, really, where it could go within the massive maze which was the city proper. It had a general idea of how best to move from street to street, following the ample shadows made by the steep walls of the brick and mortar buildings. The odd side-alley was utilized for a quick dash, or to hide, and acted as the sole direction the beast used.

It knew, or more accurately remembered, that the outer walls of vale were more 'fortress-y'. It had no idea if it would be easier to get out than it was to get in. Would the humans expect to find beasts in their own citadels, or would they be just as suspicious?

It was a difficult conundrum. The sort of 'damned if you do, damned if you don't scenario was frustrating. It knew that at one end of the city, where the humans burned a significant amount of their Dust, there was a tall cliff which had long acted as a natural barrier to keep grimm from scaling it. Even the most tenacious of their kind tended to the forests below the cliffs, not daring to attempt to scale them. It would be difficult to climb down, and the plateau itself would probably be no less treacherous than the wall.

Again, damned if it did, damned if it didn't. It couldn't stay in the city forever. And it didn't want to.

But… If there was something that was able to tempt the beast it was the plethora of different devices in the city that used dust technology to power their mechanisms. Whenever it had the time and the cover it would sniff out the dust and crack open whatever the item was. It had little time for most objects, and some had complex internal systems which were impossible to comprehend.

A particularly frustrating occurrence was when it approached a device and it lit up without warning. The constant worry of being found made those devices particularly trying.

Leaving a trail of municipal property damage behind it, the beast made a slow trek towards the soaring spires of Beacon, red eyes peering from the darkness at all the creations of man with inhuman curiosity.

Ruby:

Maybe she should have waited for Blake to explain it in the morning.

Ruby was still up scanning through the highlighted sections of a book on the modern history of Grimm conflicts in the kingdoms. She was sure there was a point in the book that was supposed to be interesting but thus far she was coming up with nothing relevant and a little bit of a headache. Was what she was looking for even in the book? It was a history book, not a biology book, why would it have what she was looking for in it?

She stopped her internal rambling before it prevented her from actually getting through the text.

It took another fifteen minutes but a story about a huge boarbatusk caught her eye and put her on the right track. It recounted how two huntsmen clearing out the forest near a settlement came across a boarbatusk that was several times larger than the average grimm and wary of approaching the two. Since they needed to clear the forest regardless of whether or not the beast was violent now they tried to kill it only for it to run off.

Ten years later the same boarbatusk, but slightly larger with much more developed grimm markings attacked the settlement leveling several houses before the same hunters could put the beast down. In the course of the ten years the boarbatusk had grown noticeably and also become much more resilient to the weapons being used by the hunters which had injured it before.

There were some historical anecdotes from people who lived in the town, or responded to the call for help, but most of them were in an old-timey speech style which she found a bit hard to internalize. That and they seemed generally hysterical. Not exactly the most informative, she decided.

That was until she saw the posted response from a researcher who was partner on the compiled book, their observations making much more sense.

"Grimm have shown a remarkable ability to adapt over their seemingly limitless life spans. Over the course of centuries a grimm may develop a wide range of defensive and offensive capabilities which allow them to better attack human strongholds. While these traits to not appear to be inherited (as 'young' grimm rarely show features of 'old' grimm) they seem to develop along similar lines. Examples of this are nevermores, which despite inhabiting varied regions of remnant all develop the ability to launch their own feathers as projectiles.

While the body of grimm are complex, their minds are not. Grim who encounter human defenses and survive may rapidly come to understand them and be wary of them. This defensive 'fear' however only develops into tactics of how to overrun defenses, and through their age will develop a much more talented approach to the decimation of human and faunal strongholds.

Open questions about 'intelligence' remain. Species of corvus have shown advanced skills with tools provided, fashioning what they need from the environment as lures and hammers. No in-depth study has ever been taken to the grimm to see if they show similar adaptations, and it is doubtful that we will have any meaningful proof of such an intelligence.

For now, the minds of the grimm are beyond the comprehension of man.

"Well… That's a bit scary." Ruby mumbled to herself before shutting the book again. She laid back in her bed staring at the ceiling as she contemplated what the words meant. A Grimm learns to wait for an opportunity, trying to understand how best to counter their prey; people.

According to the book the wolf should have either avoided Ruby or killed her, not taken a moment to try and understand the weapon she was using, let alone figure it out. Unless it was old, she supposed. But then it wouldn't have been so brazen, would it? She would be dead if a typical borbatusk had caught her off-guard and without weapon, so what had happened with the beowolf?

Fiddlesticks. She thought to herself before pulling herself upright again and opening the book a second time, flipping to her page and leafing through a few more details that seemed more territory related than anything.

Eventually she came to developments and a few diagrams. They weren't terribly accurate – that or they were smudged before re-printing – but got the general point across. The image she was looking at depicted the mask of a grimm.

"The physical developments of each grimm can vary quite wildly as mentioned earlier in the chapter, however their morphisms tend to related to their Grimm Masque and the development of it across the body. As a grimm ages and develops its resilience the same white material which makes up their mask will start to cover other regions of the body, often as scales on taijitsu, spines on beowolves and larger tusks on boarbatusks. Within twenty and one hundred years the number and strength of these features will increase. In the rare case that a smaller Grimm such as a beowolf grows to be centuries old regions of their bodies will become increasingly encased. This armor has different claims of strength, though it is universally recognized that any grimm covered in any armor of that sort is to be treated with extreme caution. It is both a symbol of age and survivability."

That explained the look of the animal, at the very least. But with a turn of the page the book switched over to another topic, leaving old grimm behind in the inked pages before. It looked like she had just hit a bit of a dead end in her search for information, if only for the moment.

She wasn't happy with that answer by any stretch. She had seen beowolves with spines, though Ursa and Ursa Major were more likely to have them. They were stronger, sure, just like the book said but she hadn't seen them do anything really… Smart.

"Oobleck would know." Ruby decided, remembering the comment the professor had made about the goliaths the day before. Happy with that, or at least accepting that it was unlikely she would learn anything new that night, she rolled over and passed out promptly.

Beowolf:

he beowolf was hiding out of sight near the river, eyes trained on a human fiddling with a box beside the bridge which connected the commercial and residential districts. The buildings thinned out near the embankment giving way to a broad concrete sidewalk with trees at regular intervals. The lack of buildings meant that no thick darkness could hide the beast, and the trees would be no camouflage to the large form.

Interest piqued though as the human cursed and went down on one knee to peer into the contraption. He was completely oblivious to the fact there was a grimm right behind him, and the wolf could tell that from the lack of fear in the air.

Glancing left and right to be sure no one was walking towards him it paused before dashing at high speed across the brickwork, its claws retracted so only the light thudding of a heavy body could be heard. If the man turned it would kill him and toss him into the water, if not then this was an opportunity to see whatever the dust mechanism was.

Coming to a half mere inches behind the engineer, and staggered to the side to prevent the shadow in the moonlight from giving away its location. The human was switching around vials of dust – unfortunately testing the grimm – and poking at different parts of the machinery. Every once in a few seconds he would reach over and type something in a holographic display, a creaking groan, then nothing. Every time the keypad lit up the grimm had to resist the urge to strike the human away. More of human creations appearing without warning.

Eventually after a short time the engineer shook his head and mumbled something, standing sharply and rolling his arms backwards. Pressing his hands behind his lower back the man tilted backwards until he was face to face with the ghostly mask of the wolf. Eyes closed the man had no idea he was breathing in the face of death.

The grimm for its interest was finding very little useful. The human was taking different vials of dust and different small pieces of metal and connecting them in different arrangements. The key component was dust, however, as while the human traded out the metal pieces regularly the dust was only swapped, not discarded. So their technologies all depended on the crystal? For the grimm who had seen very little of the workings of man's machines this still made it cautious.

The night was wearing on but there were still hours until sunrise, so the wolf followed the engineer part of the way into the residential district before cataloguing the scent. If the wolf needed to find a human with an understanding of their things he would suffice.

Not wanting to linger in the district as there were other machines patrolling the streets, the grimm retreated back to the riverbank and reached the cliff. It was a natural barrier to most grimm that could not fly, as the sheer cliff had few rocky outcroppings, though it was more to keep the animals out of Vale and in the highlands. Either way it created a problem for the grimm as it scanned along the cliff for an adequate path up. There were smaller cliffs and ridges elsewhere in the city but with the distance it had traveled any further detour would be a waste of time. It may not have the best coloration for nighttime travel but it was much worse when there were more humans to see.

Seeing no direct route up the beowolf approached the base of the cliff and searched for whatever alternate route the humans used. From its hiding spot earlier that day it saw floating machines carry the humans up to the cliff but alternate routes could also exist.

As it searched it heard the distant footsteps of another group of humans and it dashed swiftly to the side to avoid detection. Deep in the alleyway only its eyes shined, and those eyes followed the movements of three humans of different statures approaching the cliff. They were speaking quietly amongst each other though they stopped once they arrived at a small building recessed among the stone.

Once they had entered the wolf dashed back out from its hiding spot and stood near the doorway to listen for what might be happening inside. Four chirps sounded of different tones before a sound like whooshing air. Clicks, a sound like a smooth rock being drawn across wet grass, footsteps, the sound of sliding again, then the whooshing of air. A symmetrical sound.

The feelings which had been echoing from the three, malice, annoyance, pride swiftly dissipated. Not snuffed like a human had overcome themselves or suppressed themselves, just that some great distance had been crossed quickly.

Carefully crossing the doorway into a long hall the wolf crept down the passageway to a sleek metal wall with an outcropping just to the side of it made of some metallic compound. Approaching what appeared to be the doorway the fixture to the side of it lit up and a tune played. The wolf bit down a snarl that would have turned into a roar at the seemingly random appearance of the holographic interface. Again, human technology was creating things without origin and that unsettled some deep part of the grimm's psyche.

The tune played and some human words spoken before screen shifted from some symbol to a set of nine squares. The door did not open as the wolf had expected, and instead the holograph flashed three times to gain attention. The grimm peered down at the device and the squares which pulsed before showing human fingerprints pressing on one or another.

The grimm lifted its paw and with the end of one claw pressed one of the buttons. It rung immediately with a chirping tone before it stopped again. Immediately satisfaction washed over the grimm mixed with some concern. It pressed another button and yet another tone played. Twice more and then a loud buzzing noise, harsh on the ears played before the woman said something again.

Pressing the first button again the tone was the same. It took only one more cycle for the grimm to determine that the buttons were all tone related. The difficulty was the order though it remembered the sound from earlier. Like a nighthawk's young.

Low, low-mid, mid, high

The combination determined, there was another whooshing of air before the metal sheet slid to one side to show another platform. The Grimm entered it to find the scent of dozens of humans staining the walls and floor, enough to almost make it gag on nothingness. Once it had stepped on the lift began to ascend and the beowolf fell onto all fours, spreading itself out as fear gripped its mind. The sudden movements surprised it and for the short time it was moving the wolf could barely tell if it was moving upwards, or sideways, or had fallen into some trap. Only once the door opened to the grasses above the cliff the grimm was almost as viscerally gripped with relief. Pulling itself from the platform it looked down to the sprawl of vale below before turning to see the rising spires of beacon. It sniffed the air to find the scents of dozens of humans and the stench of dust.

It had found them.