A/N: Hey guys, this chapter presents a little bit of background on Axel and Rust. Also, it is the first chapter to feature things from Rust's point of view, and the first chapter to have more than just one viewpoint! Please enjoy, rate, and review! Thanks, and on to the story!

Chapter 4: Back In The Saddle

Axel Beltz

13 Years Ago

It was a rainy day in August. Bleak, dreary, all that you would expect out of fall showers in northern Vale. My five year old self is trailing my parents, having just left the clothing store. I didn't understand why I needed so many suits. A suit for this, a suit for that, a suit for preschool, a suit for summer, winter, fall, and spring. Oh, and a suit for days like today, a drab gray with a white undershirt, grey tie to match. The outfit was almost as boring as the day was, and it was already starting to get a little damp. Why can't I just wear normal clothes like everyone else?

"Axel, dear, come over here next to mommy. You don't want to catch a cold out in the rain do you? I have an umbrella with your name on it."

I looked at my moderately tall mother. She was smiling. Dust I miss her smile. Those days it was few and far between, but I never knew why. "Mommy, you guys are too fast for me. Are we almost done?" I pouted.

"Yes, just a couple more stops, honey. Now come get out of the rain." Her smiled was forced now, but I just obliged to try to make her happy. That's why I came on this trip in the first place instead of staying with Nana, to make her happy. I looked into her black eyes when I got close. I thought I saw a little bit of sadness in them. Mommy was never very good at hiding her emotions. She always said it was because of her Mistrailian descent; that her heritage made her very emotional. I liked her for it.

"Axel, quit pouting, you know that's not very becoming of you. You must represent the family well." That was my stone-cold father. His family was Vale through and through, though I swear some Atlas snow must have come into the family bloodline at some point. "Yes, papa," was my simple response.

At first glance, it seemed like the husband and wife couldn't have been more different. My mother was a women of average height and a slim build. She wore a nice black dress that went to her mid-shins. Her beauty, however, was found in the deeply tanned tone of her skin, her deep black eyes, chocolate brown hair, and award-winning smile. It's just too bad that her smile was rare now-a-days.

My father on the other hand, was an ice sculpture. He had a steel gaze at all times and he rarely smiled. He kept his jet black hair swept professionally to the side, had a set line for his jaw, and had gray eyes that completed the look of consummate businessman. Being the CEO of the Vale stock exchange did that to you. He stood at around 6'2", had a terribly pale complexion, thin, wiry frame, and wore a suit that was the black of midnight. His black undershirt, black tie, and black shoes made him a walking black hole.

I had inherited the pale complexion, black hair, and body size of my father, but I had the black eyes, pure smile, and attitude of my mother.

We turned a corner to walk down a street lined with shops, but the street was empty. Street vendors shut down, no passerby or vehicles, and no one browsing inside the stores, even though they were open. It made the place feel sad.

"Odd, during this time of day, even in rain like this, the street is usually bustling," my father remarked.

"I'm sure it's nothing dear, after all, it is the holidays. People are probably out of town visiting relatives," replied my mother.

"While that may be, it still is a little strange. No matter, it makes it easier to get around, I suppose."

No sooner did we take another step than the rumbling sound of an engine growing louder, and the ear-wrenching squeal of screaming tires reached us. All of that was drowned out by a loud and rapid popping, and the resulting smash of windows behind us.

"Emilia, Axel, get down!" my father shouted before pushing us to the ground. A split second later, and red mist spewed from his torso as multiple bullet wounds appeared on his body.

My mother immediately crawled to the still form of my father, who was laying against the wall of the store behind us. "Abel, no! No, no, no! Please don't leave your son here alone! Don't leave me alone! Please, please, please…" my mother's words descended into wailing sobs as she cradled form of my father in her arms.

I was still from the shock, eyes wide, trying to figure out what had happened. Why was father bleeding? Why is mother crying? What's going on?

The sound made a return, as did the car, and I curled into a ball with my hands covering my ears. Once I was sure the sound was gone, I looked around. The car was gone, and the only remaining trace that it had been there were the broken windows and bullet holes. Mother had gone quiet. The only sound remaining was the pitter-patter of rain hitting the sidewalk.

I looked over at where mother and father were, but now, mother was slumped into father's body. I crawled to her, scared of what had happened. I struggled to roll over mother's limp frame, and I saw what happened. She had deep gash in her throat and was bleeding profusely.

I shook her several times, "Mommy, wake up! Wake up mommy! Mommy please, wake up! You promised you would buy me ice cream and play with me when we got home! Mommy please…" The tears began to well up in my eyes. I looked into her lifeless ones, and saw the same emotion from earlier.

I began to wail, hoping my crying would attract someone to help.

For the first time, I truly felt fear.

3:35 A.M.

My eyes shot open, inky blackness all that I could see in the dead of night. Why do I always have to remember that?Why does it haunt me no matter what I do? I sat up and dropped the sheets I didn't realize I was clutching, and I sat my face in my hands. I was drenched in a cold sweat, a reminder of the silent terror I had endured.

Tears were fresh on my cheeks, and yet I made no noise as I kept coming. My sobs were unheard in the deathly quiet of my dorm room. The only noise present was Thorben's soft snoring underneath me. After a few moments of lamenting, I got out of bed and crept to the bathroom, where I ran cold water and spalshed my face. I looked into the mirror and saw the reflection of my deceased parents.

I left the bathroom, only to find Thorben up and waiting for me. "Another bad night?" He whispered. He always seemed to know when I had that dream, and no matter how little noise I made he always woke. "C'mon, lets go to the roof and I'll help you calm down a bit."

He slid Asbjorn out from underneath his bunk, and proceeded out the door without waiting to see if I would follow. I grabbed Infernos Ciefeira stealthed out the door behind Thorben.

As we walked down the dark hallway, I had to look out for the silvery moonlight glinting off of Asbjorn's polished surface, and the dim light of Thorben's scroll as he followed a map of the school in order to keep track of him. We reached a set of stairs two hallways down from ours, and made our way out onto the roof.

In truth, the scene was beautiful, what with the full moon reflecting off the large waterfall in front of the academy, and the alabaster masonry of the school itself. I couldn't have cared less. Thorben turned from having memorized mother nature's breathtaking display to face me as he slid Asbjorn to it's resting place on his left arm. At any other time, I would have laughed at seeing him look so stern while wearing his favorite pj's, the green ones with a golden bear lunging across the chest. This was not one of those times.

I set the scabbards of Infernos Ciefiera aside, and withdrew the blades. Infernos I held in my right hand, rested across my shoulders, and Ciefiera in left horizontally in front of me, at about waist-level while I crouched down.

I loosed just a little bit of aura into the blades as I prepared to attack. Thorben merely set his shield and nodded at me.

I'd repeated this process so many times, it was habit, begin with horizontal slash, uppercut, spin kick, diagonal slash, reverse chop. This time was different than the rest, it felt different, cut a little deeper than the other times I had remembered that horrific day thirteen years ago. I changed my routine.

I pulsed aura into Ciefiera, and the blade darkened to the point that if you looked at it, your eyes hurt from the complete absence of light. It radiated a sickening darkness, and when I joined it at the hilt with Infernos, it's sister blade began to smolder. Thorben cocked an eyebrow at me, but said nothing as he braced himself.

I charged him, and twirled my blades as I danced to a deadly rythym, slicing the moonlight. I sped up, cutting through the air while my carbonium steel rang against Thorben's thyrium. I suddenly planted my left foot and just barely pushed off an inch from the ground, but suddenly, I was 20, 30, 40 feet in the air.

"Up!" I cried. Thorben's gaze snapped up to me, and he planted his feet, crouched underneath his shield, and waited for me. Downward I fell, spinning into a hurricane of ash and darkness, Infernos Ciefiera drawing a smoldering line from my place in the air that followed me to the ground.

A sharp, sudden, scraping clang resouded as my weapon clashed against Thorben's for the final time. I landed out of my spin, breathing heavy, the black smoking line of ash that ran through the air, onto Thorben's shield, and onto the ground dissipated into the air, no remant of the attack I just unleashed remaining, except a seemingly never-ending echo.

As I stood up, a figure clothed in black pyjamas stepped out from the shadow. "Well done, I take it that you couldn't sleep either?"

It was Blake.

Thorben walked up next to me, his Faunus eyes more easily seeing through the dimly lit darkness of the early morning. He said nothing, allowing me to decide on our next course of action. "Thorben, you can go back to bed, I'll be down in a minute. Thanks."

"Whatever you say, Axel," he turned to Blake, "Be sure to get him back to the dorms soon. He's had a long night." With that, he tossed me my scabbards that I had left on the other end of the roof and left.

It was Blake that broke the silence that followed, "That was an impressive display you put on there. If I had to guess, you might have even greater potential than your friend."

"My brother and I," I emphasized, "have never fought seriously. We didn't come out here for training, or for sport, and I sure as hell don't approve of you observing our little display." I said laying on the sarcasm. I knew I was letting the emotions that were still lingering get to me. I knew that after the scene I made yesterday, I needed to make a good second impression here. I knew all of that, but at the moment, I didn't care. The only thing I did care about was being pissed that this chick had the nerve to interupt something so personal.

Blake replied calmly, "Well, I apologize, but let me explain. Since I have noted your apparent dislike of women, I thought that it might be difficult to see what you're capable of, since you might run away at any time. When I saw you and your brother come out here with your weapons I decided to sieze the oppurtunity and observe. However, I'm confused. Why I aren't you scared of me now?"

My eyes finally adjusted to the dim light, and I looked at her clearly. Her amber eyes stood out in the night and made her seem almost cat-like as they reflected the moon's dim glow. "Not in the mood," I replied, barely controlling myself.

"Oh, I see." She turned away and gestured for me to follow her. "We should go back to bed. I'll show you the way back to your dorm from here. You should mark it on your scroll's map. This spot is great when you need sometime alone." With that she started walking towards the door.

I took a few deep breaths to reign myself in. I almost the regretted it as the anger I had been feeling was replaced with sadness and loss. However, I trudged silently after my mentor, unwilling to let her see my plight. After a few minutes of walking, we reached my dorm. The door was slightly ajar, a sign that Thorben entered, and judging by the sounds from within the room, had already fallen asleep. I went to open the door, but was stopped a slim hand on my shoulder.

"I may be your mentor, but I'm also here to be your friend. If you need to talk, I'm here. I may know more about loss than you think."

I gasped just a little from shock. I'm that easy to read, huh? Well two can play this game.

"Blake, you're a faunus, aren't you?" I felt no satisfaction when her hand recoiled just a little bit, but I couldn't stop now. "Doesn't feel so good when someone intrudes on things you'd rather keep hidden, does it?"

She stepped back. "How did you know?" Her voice was passive.

"Your eyes gave you away on the roof. I'd also be willing to bet that you have a pair of ears under that bow. Nobody wears a bow at four in the morning." Just a little bit of bitterness crept into my voice.

She replied stoically, "If you know what I am, then you must also know that someone like me has been through a lot. Like I said, if you need to talk, I'm willing to let you calm down some." She turned to walk down the hallway.

"Make sure you sleep well tonight. You look like you need it." With that, she was gone. I walked into my dorm, shut the door, and crawled into my bunk. I chuckled to myself quietly for a few moments. Smooth Axel. You finally don't run away at the sight of a girl, and you do the best you can to piss her off. Nice. I sighed one last time, and laid there for what seemed like an eternity before I was claimed by dreamless sleep.

Rust Ferrum

I opened my eyes to the bright morning sun that flooded through our dorm window right onto me. Great. Just what I needed on my first official day as a student at Beacon. I yawned and stretched out in my bunk before I looked at my scroll to check the time. 7:30 sharp, which meant I had about an hour before I had to attend classes with my mentor, Yang Xiao Long. She was a looker, alright. And a puncher, and a flirter, and a… well, I'll just say she can have herself a bit of a temper. I learned quick not to even talk about her hair in a negative way. It can give a man nightmares to think about what she would do if someone touched it.

All I had said was it could get in the way during a fight, and she showed me just how it worked in a fight. It freaking exploded into flames is what it did. I was hurting for several hours after that one, to say the least.

I looked around the room. All the other members of newly christined Team SABR (really, they put me last?) were sound asleep, save Thorben, who was nowhere to be found. Good. I wasn't looking forward to speaking with him anyway. He'd probably say something about how he was better than the rest of us, or he might bring up my semblance. It seems like the rest of the team forgot. It's better that way really.

I sat up and started unwrapping my hands. It's been a habit of mine ever since the incident to wrap them when I sleep. That way I don't run the risk of doing something drastic in my sleep.

I shook my head before running a hand through my messy hair, and I grabbed my hair gel and towel as I walked toward the bathroom to get ready for the day. I took a shower, slicked my hair back, slid on my vest, Cometfall, and walked over to my bunk to slide a picture of my sister into the left front pocket of my vest. I clasped a pair full-arm guantlets to my vest sleeves.

I smiled as I felt the familiar rub of the worn lining. The vest had been a gift to me from my martial arts instructor back at Sanctum, Rhett Self. He always said, "An adventure is never an adventure unless it's difficult."

Looks like you weren't wrong old man.

I looked to the bunk above mine to check on Amethyst, only to see that she wasn't there. I tensed. Where could she have gone? Did somet- wait, wait Rust. Calm down.

I forced myself to relax, and came to the conclusion that we are in the safest possible place for her to be, in a school, filled with competent fighters, and if she was among them she could probably handle herself. For all I know, she's just getting an early breakfast.

I seriously need to quit getting overprotective.

After a couple more deep breaths, I got up and went to walk out the door. As soon as I opened it, I was greeted by the familiar purple sight I had been fretting over just a second ago.

"Amethyst! I wondered where you went," I broke out in a small smile, "couldn't wait for breakfast could you?"

Her eyes held worry, and my smile faltered slightly. "Rust, come walk with me." She began to walk in the direction of the cafeteria, and I quickly jumped in tow.

"So, Amethyst, what's up? Ready for day one of our apprenticeship?"

She didn't even bother to answer my question, "Rust, what did you do during initiation? One second I'm about to be bug food for a Deathstalker and a moment later the thing crumbles to dust."

I slowed a bit and hung my head as I answered half-heartedly, "My semblance."

She stopped and turned to face me. "Really? What exactly is it? What's so wrong about it? You could do great things with it.

That last comment surprised me. I looked at her again and I realized that her worry wasn't from fear of my ability, but rather because she genuinely cared. I decided to give her the truth.

I began my story as we reached the cafeteria. "Yes it is. Rapid Decay is the technical term for it. Basically, anything I touch with my bare hands I can age and breakdown insanely fast, to the point that it can crumble in a few seconds."

Amethyst looked relieved and slightly amazed as she answered, "That's so cool! You could be a great hunter with that! Why don't you use it more often?"

Now comes the hard part. By this point we had gotten our food and claimed our seats. I sighed before continuing, "It's kind of a long story. See, I grew up in Mistral. Normal family, aura, all that good stuff. When I was born, and up until I was about five, my life couldn't have been better. Dad was fun, mom was always smiling, sunshine and rainbows as far as the eye could see. When we found out that I was going to have a little sister, we all thought things couldn't help but get better. Turns out we were wrong. Dead wrong."

I was hoping my emphasis prepared her for what came next, "During childbirth, my mother passed away. I'm just thankful that she had enough time to see her daughter's face, and to hear her name. Adamantine's birth was both a blessing and a curse. While she grew up, I swore she would never have to worry; that I would always have her back. I would always protect her."

My face and voice gave away my bitterness, "For the next eight years, it was just me, Adamantine, and my dad. During that time, dad became a violent drunk. Adamantine was the only thing that kept my father docile. She was the only thing that held him together, since she was all that was left of mom. Sure, we made good memories together when dad wasn't hitting the bottle, but the bad outweighed the good. One time when I was 13 and Adamantine was 8, dad got really angry, more angry than he had ever been before. This time, little sis couldn't calm him down. He started to scream at her while she started to cry, and I thought he was going to hurt her."

I was choking up by this point, and I barely registered Amethyst giving me a small hug, "At that point, something in me snapped, and I remember shoving my dad and yelling for him to stay away from her. After a bit I calmed down and that the person that was my father, a forty-two year old man, look to be in his sixties. He never spoke after that, except a few words to Adamantine. The worst part was, she was afraid of me, and treated me like a freak. She wanted nothing to do with me. I couldn't take that. So after a few days, I left. I was found by a man named Rhett Self, who became my mentor and took me to Signal Academy. After that, I came here. I have no idea how Adamantine or my dad is doing, but about a year ago I sent her a way to contact me. She's never responded. Ever since I've been insanely overprotective, and ashamed of my semblance. I promised myself I'd never hurt another person with it. So there you have it. My life story."

I started to cry into Amethyst's shoulder. She just hugged me tightly. The other students gave us a couple of looks, but they understood. Everybody who came here had baggage. After a few moments I composed myself and cracked a smile at Amethyst, "Thank you."

"What are partners for? Now come on. Ruby and Yang are probably waiting for us."

I just laughed and nodded as went to find our mentors.

"You are in for the ride of your life, Rust-y! Welcome to day one of Beacon classes!"

I honestly don't understand how the hell Yang thinks her nicknames are funny or endearing, considering she just adds a letter "y" to the end of their name, but it's not like I'd say that to her face.

The blonde was currently dragging me to the first class of the day, which happened to be Grimm studies with a professor name Port. From what Yang has told me, he tended to be long-winded.

"Yang, please let go of my arm, you're cutting off the blood flow. I think I can follow you just fine."

She let go and strolled bouyantly ahead. "Hurry up Rust-y or your gonna be late."

"Fine, fine. I'm coming flamebrain," I said rolling my eyes. She narrowed hers in response. "A jokester huh? Better enjoy the first part of the day, because once we get to combat training I'm not gonna hold anything back."

I made a little pair of shades using some ice dust and my gauntlets and put them on as if to say 'Deal with it'.

Port's class dragged by, but it was a good time to meet the rest of Team RWBY, and to catch up with the rest of my team. Me and Yang had a seat in the front row next to Ruby and Amethyst, who were chatting up a storm while Port rambled on. I'm glad that she made a friend, even though it was kind of required since Ruby was her mentor. Thorben and Weiss were a row behind us, and there was some obvious tension in the air. Those two did not have a happy morning.

"Where's Blake?" I heard Yang ask no one in particular. Blake? Oh yeah, the girl in black. She's Axel's mentor. Speaking of Axel, where is he?

Ruby looked over at us for just a second to answer, "Oh, she said something about Ozpin giving her and her Axel a pass for today. Don't know why though," and with that, her and Amethyst went right back to talking about cute boys or something of that nature. Weiss spoke up behind me, "I wish Ozpin had given me a pass, then I wouldn't have to deal with this dolt for at least another day."

Thorben gave her a sickly sweet smile, "I'm sorry ice princess, if I've offended your highness, I beg forgiveness." I chuckled a bit at his sarcasm. Damn, turns out he can be funny.

The bell rang after what seemed like an eternity. "See you tomorrow class! I know you're all excited to hear the second quarter of my quest to vanquish a nest of Nevermores!" I could feel every student give a collective, inward groan.

"Phew! Finally! I'd forgotten how laaaaaaaame that class was. C'mon, let's get going to history. Oobleck doesn't like people being late or on time, so unless you're early you're screwed." While Yang pressed on, I followed behind contemplating why Blake and Axel got a pass. Weird, since it's the first day of classes. I decided to leave it alone for now.

The rest of the day went fairly quickly. History went too quickly, and I couldn't keep my eyes on the teacher, seeing as he dissipated into a blur every five seconds. And I thought Ruby was fast. After that I had science and math with Professor Peach, and finally, combat with Professor Goodwitch.

"Ok students, welcome to Combat 101. Second years, you already know how this goes. As for you first years, this is how class works. During class, students will be selected to come demonstrate different aspects of fighting, and may be one on one, two on two, three on three, four on four, four on one, and so on. The basic rules of a spar are as follows: the fight lasts until all student's Aura of a particular team falls into the red; in the case of today it will be one on one. Students may also be defeated by knocking them or their weapon out of the ring. Today will be special, as you will be sparring with your mentors to see where you are at in terms of fighting prowess. The first match will be Thorben Sage and Weiss Schnee."

Thorben growled at hearing his name called, and Weiss huffed. Both of them looked eager to get at each other. The two took their place in the ring and Goodwitch raised her riding crop in the air. "I go over the rules one more time. Aura in the red, you're out. You or your weapon knocked out of the arena, you're out. Are you two ready?"

Both students grimly nodded. "3, 2, 1, begin!" Goodwitch's riding crop slashed through the air.

Weiss shifted to a battle stance, spun her dust cylinder, and launched at Thorben, who stood with shield ready.

Nice plan. Hope you enjoy finding out it doesn't work just as much as I did. I thought to myself snarkily.

At the last possible moment before collision, a glyph appeared under Weiss' feet, propelling her into the air. I raised an eyebrow in surpise. Thorben, expecting a blow from the front, paused a moment as he looked around to find Weiss, who exploded off of a second glyph in the air, rocketing her down at Thorben at lightning speed. Thorben threw his shield up at the last second and deflected the sure knockout blow to the side, but Weiss was ready. As soon as she landed, she turned and lauched a flurry of icey slashes and stabs, and a few of them hit.

Thorben's aura was depleting quickly; at a much faster rate than normal. It was strange as to why he didn't use his semblance in the fight when Weiss was using hers eargerly. Weiss had kept up her string of attacks to this point, but suddenly was thrown off guard when Thorben ducked under a particulary dangerous attack with more speed than I thought possible. Thorben pivoted hard on his back foot, and swung his shield to bash Weiss in the side and send her flying. She recovered well though, and in mid-air used a glyph to stop herself before she crashed into the ceiling and went out of the ring.

She landed softly, and the two faced each other once more. Weiss scowled at Thorben who responded with a grim look. This time Thorben took the lead, dashing forward to swipe Weiss with his shield which she jumped over, but while she was in mid-jump Thorben caught her with a heavy fist, and smashed her into the ground. This whole time, I'd noticed, Thorben's aura had been slowly but steadily depleting, and he had been taking huge chunks out of Weiss' with each hit; at the moment both fighters sat at just under half.

Thorben jumped into the air, hoping to end the fight with one final move before Weiss could recover. Thorben smashed the ground as he landed, throwing up dust into the air; so much so that no one could see. After a few moments the dust cleared, and Goodwitch spoke, "And the winner is, Weiss Schnee." Weiss was standing just to Thorben's side with her sword glowing red at her side, and Thorben was on both his knees panting, clearly in pain as if he'd just ran for quite some time. His shield lay on the ground next to him. I noticed that he and Weiss were sharing some words, and he looked broken. A few seconds later and I painfully heard Yang and Ruby explode on either side of me.

"Yea! Go Weiss! You da bomb girl! Show them first years how it's done!"

"Weiss you're the best! Extra cookies for the whole team after that one!"

I looked back at Thorben and Weiss. Strange, she's paying them no mind. I wonder what they were talking about.

After that, most of the other teams matches were fairly one sided, with the second years dominating the first years. Well, except for some kid named Juane, who's pupil beat him in a record 16 seconds. I felt bad for the poor guy.

"The final match of the day will be second year Yang Xiao Long and first year Rust Ferrum. Will the two of you please come up to the stage."

My mouth suddenly went dry. I looked over at Yang, who smirked at me and put on her aviators. "Ready to get your ass handed to you? Cuz I'm gonna enjoy beating some respect into your thick skull."

I laughed nervously as we began to walk down the stairs. There was only one thing running through my head. What have I got myself into?