AN: Here's the next chapter! Also, here's an effort to answer some questions I've gotten in the reviews.

First off, to answer the question about the timeline, the flashback happen six years before the current events of the volume, which is three years before Ozpin first met Glynda and her sister Theodora. The only flashfoward is the one at the very beginning when Ozpin talks to Blake. I just felt it was a perfect way to start the volume off considering the subject matter.

Secondly, the idea behind the colored books was a nod to the colors of Ruby's team in RWBY, so when you think about it, the subject of each color has something to do with the team members of Ruby's team that has those colors. I left things vague about the red books on purpose for future storytelling purposes.

*Of all people from Ozpin's past, the last one he wanted to see was his old mentor Gray. A tall, skinny man with a blood-red kimono robe; face partially hidden thanks to his hood, he was not a pleasant image. He grinned underneath the hood, showing off yellowed teeth.

"Good to see you too, old friend," he said.

"Stop calling me that," Ozpin snapped.

"Ozpin, who is this?" Peter asked from behind him.

"I am his old mentor and friend, Gray."

"He was never my friend. He never earned that status," Oz said through gritted teeth.

"Well, now I'm just hurt. I wanted to be able to do this peaceably and not let anyone get hurt, but," he paused for a dramatic effect, "it's obvious you don't want me here."

"Darn straight," Ozpin replied.

Gray sighed and threw his hood back. "Oh, well."

He reached behind his robe and pulled out a long chigiriki, its iron weight dangling from the chain, glistening under the class room's light.

"What do you want, Gray?" Ozpin asked, reaching for his own weapon.

"That's for me to know and for you to find out later, but I can't do my job if you stand in my way."

"How do you actually know I'll stand in your way? You haven't even told me what you want," Oz pointed out.

"Precisely, and that's the point. You won't let me do what I want to do."

Realization dawned on Ozpin. Everything that was happening was beginning to make sense. None of it could be coincidence.

"Fester is working for you. You two are in on the threat together," he said.

"What?" Peter asked aloud.

"You're smart, Ozpin. Smarter than I remember, and yet you still know so little." Gray's voice was acidic, mocking him with every syllable.

"Why is Fester helping you? Did you reprogram him?"

"Oh, I may have tinkered with him a bit, but the vengeance part is from him."

"Vengeance for what?"

"For what your mother did to him," Gray said pleasantly.

Ozpin had heard enough. He launched himself at his old mentor, double bladed sword spinning in the air. He landed and swung one end towards Gray.

Gray grinned and parried the swing with the chigiriki's staff. "Still as reckless as ever."

He pushed Oz's blade back, spinning his weapon in his hand. After a moment, he thrust it up, trying to slice through Oz's throat. Ozpin managed to leap back just in time as the iron sliced through air.

"You don't know how powerful I've become since the last time we spoke," Gray said sweetly. Ozpin recognized this as the old Gray. Mocking him, trying to tear him down to mess with his defenses and distract him.

"I'm coming," Peter cried out, his trumpet weapon in hand.

"Wait, Peter!" Ozpin yelled, reaching out his hand in an attempt make him stop. Gray laughed and swung his chigiriki again. Ozpin parried it and knocked it away as Gray rotated his whole body and swung his weapon again to strike his neck. Oz ducked, feeling the violent brush of wind as the chain passed over him, blowing his hair in opposite directions.

Something was leaving him. Ebbing away like the tide. With a start, he realized that he could feel his Aura slowly leaving him. But how?

"Do you feel it? All that power abandoning you? You think I was your mentor just because I know some good tricks with a chain?"

"What are you doing to me?" Ozpin demanded, jaw clenched. He heard Peter begin to groan as well.

"Your Aura is being cut off from your ability to use it. With it will go your Semblance," Gray said calmly.

Ozpin felt the strength in his hand leave him. The double-bladed sword clattered to the ground.

He breathed his Aura and felt his Semblance every day. The thought of being cut off from feeling those things was unbearable.

I can't let that happen. I won't.

He staggered upright and ducked, sliding forward on his knees as another swing from Gray's chigiriki barely missed him. He got his arms around Gray's waist, throwing himself forward with everything he had. They toppled.

His anger was flooding him, washing over his exhaustion and overwhelming all other emotions. His fist slammed repeatedly into Gray's face as he tried to knock his old mentor out. "Get out of my school! Leave us alone!" Ozpin snarled. One conscious thought filled his mind.

If only Glynda was here. She would've been able to keep him from going this far.

Gray reached upwards, grabbing Oz by the shoulders with his long arms, pulling Oz closer to him, bashing his head against his own.

Stars exploded across Ozpin's vision, dancing merrily in at least six different colors. He went limp, vaguely aware of Gray picking himself up off the ground.

Gray got back up, blood trickling from his mouth and nose. "You do pack quite a punch, I'll give you that," he commented. He spat in Oz's direction, picking his chigiriki back up. "Your school is now mine, and I have a special goal that one of your students can help me with."

"None of them will ever join you," Ozpin spat, though he wasn't entirely sure about that. He had no idea what Gray's goal was in the first place.

"You don't know that. Each of them will be tested."

Realizing all he could do was talk, Ozpin lifted himself into a sitting position. "I'm going to ask you again. Why is Fester seeking for vengeance?"

"You think the explosion at Collus' facility was an accident? You really think that your mother had nothing to do with it?" Gray asked.

Anger flared once more. "What are you talking about?"

"Your mother was responsible for all of it. She was the one that caused the explosion that released the infected Dust into the air. I know this, because I was there." Gray turned towards Ozpin, and then the world went dark.**

*Glynda pulled out her sword, Beacon, once wielded by her mother and then her sister Theodora. It was hers, now.

One of the Faunus rushed her, blade held high, and metal clashed deafeningly. Sound erupted in Glynda's ears and thundered in her head. Grunting, she slid her blade away and raised her hand, telekinetically grabbing the Faunus and throwing him up into the air. He hit his head and started falling, but Glynda leaped up after him and slashed his body several times with Beacon before grabbing him by the throat and thrusting him to the ground. The Faunus' body fell over backwards. Glynda landed with a fist in the ground and her other hand proudly gripping her sword in a straight arc that pointed away from her body.

Glynda watched Oobleck fight with the other Faunus, batting away the enemy's swings with his own weapon, a Thermos. The Faunus managed to use his sword-hand to bash Oobleck's forehead, knocking him backwards in a daze. Enraged, Oobleck threw his Thermos down and tackled the Faunus down, landing a few punches to the head. The Faunus released his sword and managed to pull himself up, grabbing Oobleck around the shoulders. He struggled up to his feet, taking Oobleck up with him and keeping him in a headlock.

Glynda frowned as Oobleck bit down on the Faunus' arm. The Faunus yelped as Oobleck dug his teeth deeper into his flesh.

"Let go!" he hollered.

"Look who's speaking!" Oobleck snarled, his voice muffled slightly.

The Faunus finally let go of Oobleck, clutching his arm.

"What the—?" The Faunus didn't get to finish. Glynda hurled him into the wall so hard it cracked. His body slumped to the ground.

"I have to agree with him, though, what was that?" Glynda asked Oobleck.

"I don't exactly fancy myself to be a fighter, rather an intellectual," Oobleck admitted, sniffing.

"That wasn't a very—intellectual—thing for you to do," Glynda said mildly.

"Well, what were you expecting me to do, young lady, let him beat me up?" Oobleck demanded.

"Let's just get back to our mission. It's obvious these Faunus were looking for the same things as we are, which means it's that important." Glynda began moving towards her mother's desk.

"It also emphasizes the fact that whatever they're looking for, we need to be the ones to find it first."

"You just finished my thought. Congratulations." She sat down at her mother's desk and started opening drawers. Much to her dismay and delight, there were stacks upon stacks of papers and maps. She was more interested in the maps. They needed leads in order to know where they had to go. "You know your history. Please tell me you know your geography too." Her words were directed towards Oobleck.

"Everything. Show me what you found?"

After a few minutes of searching, interrupted briefly in the middle as the Faunus started getting back up again - swiftly taken care of by knocking them both out again - they found a large map underneath all the stacks in the middle drawer. Glynda noticed the black marks on it, her hands begging to tremble. She could feel perspiration break out on her face, and the skin under her arms grew wet.

"I think I found the key," she said, unraveling the entire map and spreading it across the table. It was a map of the small island of Vytal. Circled in black ink was a small section of the island to the west, where a group of mountains stood. "What does this mean?"she whispered.

"Oh, my. The section that your mother circled is an unmarked village. A Faunus village," Oobleck said.

"Why is it unmarked?"

"After the great war, when the kingdoms came together to negotiate peace amongst each other on Vytal, a request was made on the side - to take the village of Agrabah off the map because of its destruction during the war. No effort has been made to rebuild it, and the entire population was killed by human executioners."

Glynda felt a cold chill encase her heart as she listened to the story. Sometimes she felt somewhat ashamed of being a human, being that her own kind had been so terrible to the Faunus race. It was no wonder that the Faunus were violent and possessed very little trust these days.

And yet, despite all this, Glynda knew that they had to go. Her mother wanted to find something there. The map was dusty from having not been disturbed in a long time, but Glynda noticed that the map had actually barely been touched, and still looked fairly recent. It was possible that her mother had used the map very shortly before she was torn apart.

"We should go, and take as much as we can," she finally announced.

Oobleck had somehow managed to fit a stack of at least a hundred note papers in his backpack, having put at least fifty in two different sections. Glynda sufficed taking just the map. There was no real reason to keep it, but she did so, just in case other Faunus came into the house. They needed to make sure there was nothing they would be able to find.

Glynda made sure to press the flat of her palm against the door of her old home. She shut her eyes, reliving the memories of her lost family once more. She had told Ozpin that he needed to let Theodora go, so that meant she herself had to practice what she preached.

"So, we're going to Agrabah?" Oobleck asked.

"That's right. We'll find what we're looking for there." She hesitated. "I think."**

Six Years Ago…

*"I didn't know that you love to read," Signal admitted as she watched Onyx flip through the pages of a thick book.

Onyx looked up and smiled, nodding in reply. "I love reading. It helps me to feel better."

"What's that one about?" Signal asked, gesturing to the cover.

"It's about a man with two souls, each fighting for control over his own body."

Signal laughed. "That'd be weird. I think I'd like to stick with having just one soul."

"I don't know. The concept is interesting," Onyx said with a shrug. Signal noted the slight trembling throughout Onyx's shoulders. She didn't know if it was a nervous habit or if it was something else entirely.

"If you had two souls fighting over your own body, which one would you allow to possess you?" Signal asked.

"It depends on what they represent."

"Well, let's just say that one represents darkness and the other represents light. Wouldn't you go for the one that represents light?"

Onyx put the book down. She looked Signal right in the eyes. The connection sent a chill down her spine. There was something strange about the way Onyx looked at her. A sickly dark shade coated both her uncovered eye and the skin around the eyepatch covering the other, showing off the lack of sleep and the grief that had flooded her.

"I'd want to keep both souls," Onyx said coldly and calmly. "You can't know darkness without light, and you can't know light without darkness." She picked the book back up and continued reading.

Signal stared, goosebumps popping up all over her arms. Who is this girl?**

*In another part of the Emerald Forest, Ozpin and Qrow battled two Ursas that were not giving up quite so easily. Ozpin dodged one razor-sharp swing, then rolled out of the way of another from the second Ursa.

"Qrow, a little help?" he gasped.

"You're doing fine. You're doing exactly what you're supposed to," Qrow said calmly.

Ozpin pulled out his handgun, constructed when he was younger. He fired off several rounds into the first Ursa's throat, then used his thumb to pull back a trigger on the gun to shoot a small dagger straight into the Ursa's neck. It fell, shaking the ground hard enough to make Oz fall off his feet again.

The second Ursa began its assault on Ozpin, but something sliced through its neck and the head rolled off its shoulders and across the bloodstained ground. Qrow stood triumphant with his scythe on top of the headless Ursa's body.

"Thank you for distracting them," he said.

"I hate you," Ozpin rasped.

"I know." Qrow looked around, his senses sharp in case there were any more monsters nearby. The air was silent, with the exception of a Nevermore squawking, but it was far away.

"Now that there are no nearby threats, I think it'd be a good time to talk," Qrow said as he returned his scythe to his belt.

"What about?" Ozpin asked. He got up and dusted himself off, groaning at the sight of dirt staining his outfit.

"It's about your Faunus friend. Is it true that she made friends with another that you two found in the forest?"

"It's true. A Faunus named Onyx. She came across my home on the run from human hunters," Oz explained.

"And where is she now?"

"We keep her in an abandoned house not far from here. It's the safest place she can be for the time being."

Qrow sighed. "I understand what you're trying to do. But I don't know if it's the wisest choice."

"What about unity? Isn't that what we hoped would be achieved after the war?" Ozpin asked.

"It's not about unity in this case my friend. It's about reputation."

Ozpin almost grimaced. Qrow was more concerned about how he, a headmaster-wanna-be, would look if he was accepting of the Faunus race then he was about creating unity among everyone. If a task like this couldn't be done, then the peace negotiations on Vytal were for nothing.

"Listen," Qrow said, putting a hand on Oz's shoulder. "I was alright with having Signal tag along with us, but even she will have to be let go eventually. We can't risk being burned down if we want to revive the huntsman culture. We need this, Oz."

Ozpin thought about Signal. He trusted her completely, and she was a good kid. Telling her to leave them and never come back was too harsh considering where she was at. Her parents lived on the streets in the city of Vale, which was why Signal spent most of her time in the forest so that she could avoid discrimination and bullying from humans in the city. He couldn't bear the idea of her having to back there for good.

"As long as Onyx stays in that house, it shouldn't be a problem," Oz pointed out.

"But when our academies are established, what then? What would we do with her then?"

Ozpin didn't have an answer for that. He felt his heart grow cold as he realized that Qrow may have a point.

"One day, we can have Faunus in our schools, but not yet. Not until things calm down more," Qrow said, "so you have to make a choice."

Ozpin had a dark feeling that the choice he would have to make in the end would not be a pleasant one.

Behind a tree, Onyx listened, her eyes burning hot with grief and rage.**

Present Day…

*"I don't—feel very good," a student complained two tables down from Signal and her team in the cafeteria. Signal peered over her shoulder to see a male student clutch his stomach as if he was trying to catch something crawling on it.

"What's going on?" Mayzie asked from across Signal's table.

Someone vomited three seats down, spewing half digested food across the table. She recoiled in revulsion.

One by one, other students started coughing and trembling. Some began to vomit. Mayzie began to cough as well, which made Signal feel immediately sorry for her. Then Olive clutched his stomach, too, trying to hold in his food.

Then Signal started to feel could feel her own Semblance draining out of her. No, not draining away from her, it was being barred from her to be able to use. The ability to make clones of herself.

The Translator sat where she was, looking from one team member to another with a nervous expression, but not quite as nervous as Signal would think she would.

"Ladies and gentlemen!" a voice crowed from the center of the room. Signal looked to see a tall skinny man standing on top of the table in the center of the room. In one hand, he held up Professor Ozpin, who dangled like a puppet on strings.

"Oh, no . . ." she whispered.

"Be happy and celebrate! This academy is no longer headed by this weak and misguided man. I, Gray, am your new Headmaster, and there are no rules except for one." He paused, grinning manically. "You can't leave."

One student leaped up and ran after Gray with his weapon out, a long trident that could turn into a gun if necessary. Gray smirked and reached out to telekinetically snag the boy's weapon and deliver it to his own hand, then with a simple wave of his hand, the student tripped over and fell on his face, slicing his nose open. Signal saw something glow in Gray's forehead.

"He has a chip, the same model that Jasper used," Signal said aloud.

"That's right," Gray replied, and shock filled her. "Now you will think twice before attempting to take me on. Fortunately for all of you, you will all get a chance at beating the crap out of me. I want to know if my former apprentice has been training you well. And if he's been training you really well, then you don't need your Semblance to prove yourself to me, and to be fair, I won't use my own Aura or the abilities this baby gives me," Gray said pointing to the spot in his head where he had the chip.

"What will you do with Professor Ozpin?" a student demanded.

"He won't die if that's what you're worried about. Oops, I kind of lied. He won't die yet. After all, there's a time and place for everything."

Some students got up and attempted to leave through the exit doors that would take them outside, but the doors flew open, revealing several Faunus armed with their own rifles.

"Like I said, you can't leave. This place will be guarded by my own servants until all of you are tested for what I have planned." He snarled impatiently. "Now sit back down!"

Signal felt along the blades at her belt, wishing she could use them against Gray, but he was clever. She couldn't lash out at him with other lives at risk.

"The first test will be tomorrow morning. Until then, feel free to do whatever you want. This place is yours, do as you please. Ozpin will be safe with me," Gray said cheerfully.

Signal made sure to glance at each of her teammates for their reactions. Mayzie and Olive both looked scared, especially Olive, who was trembling violently. The Translator was trying to interpret as many of Gray's words as possible to him, but it was probably still hard for him because Gray's presence alone was frightening and distracting. Mayzie pulled out a copy of an X-Ray and Vav comic from her backpack in an attempt to escape the urgency of the situation.

The Translator and Signal exchanged glances, nodding at each other to silently agree how deep of a predicament they were in.

And the more Signal watched Gray, the more terrifying it became.

AN: The name Agrabah is a nod to the fictional city of the same name in the popular 1992 film Aladdin. I'm sure you guys have at least heard of it.

So there's a new project of mine coming out tomorrow that I have never announced in advance, so if you're following my track record of stories, be sure to keep an eye out! Team Ozpin will continue as usual, with this new project on the side. I don't want to say what it is yet, but it is RWBY-related.