"FOOD FIGHT!" someone shouted when food starting flying between Team RWBY and Team JNPR.

"I call RWBY!" said Grace loudly, laughing as she used Yang as a human shield.

What happened next was absolute chaos. Food was turned into makeshift weapons. Drinks took place of Dust attacks. The entire place was turned into a battlezone.

Grace was cackling as she used her mother's telepathy to send food flying at her friends.

It didn't end until Ruby used her Semblance to send JNPR flying into the wall, covered in food and drinks.

Grace looked vaguely sheepish as her mother stormed in and set the tables and chairs right.

"Children please! Do not play with your food!"

Glynda briefly glanced at her daughter, but said nothing. It was rare for Grace to act her age, and disciplining her would only send the wrong message.

Then she spotted her cousin (confirmed via a DNA test) slash teacher. While it was nice knowing who her parents were (and finding out they weren't as cold-hearted as she initially assumed) finding out the real reason you were found in a Grimm-infested area malnourished and in such deplorable conditions was not exactly comforting.

Grace almost winced. But he had an amused grin on his face so she relaxed.

"Isn't that your teacher?" said Yang.

"And my cousin on my dad's side, apparently."

"Wait... I thought your family left you?" asked Blake.

"Apparently my parents were killed by a mass murderer, and my aunt treated me like the Schnee company treats the faunus to the point my semblance transported me out of there. No offense Weiss."

"None taken," sighed the heiress.

Even she admitted her father went too far with his treatment of the faunus.

"So you have family in Remnant?"

"He's agreed to train me in how to properly use my aura, since apparently I have a rare one."

Yang grinned evilly.

"Why do I have a bad feeling about that smile of yours?" asked Grace.

"Because I just had the perfect idea of what to do with out last free day."

Emulating her mother a little was fine, but Grace's wardrobe was a bit...mature.. for a sixteen year old girl. So much so Yang despaired of her having any party clothes.

"I'm sensing shopping," said Weiss.

"I prefer the term fashion intervention," said Yang grinning, looking right at Grace.

"Wait, what?"

"I agree. Do you even have any dresses for the dance in a few weeks?" asked Blake.

"I have a perfectly acceptable dress!"

"Girls, I do believe an investigation is warranted to see what Grace thinks is an acceptable dress!" declared Yang.

Grace felt afraid. She felt very, very afraid.


An hour later...

"Yang, put me down!"

"No way girl! We are giving that closet of yours a long overdue overhaul!" said Yang cheerfully, having hijacked Grace and carrying her over her shoulder like a bag of potatoes.

Grace spotted her possible salvation.

"Professor Black, a little help?"

"Not a chance in hell. Only a complete moron would get between a teenage girl and a shopping trip for clothes," deadpanned Regulus.

"There will be no escape," said Pyrrha far too cheerfully.

"This is revenge for shoving you and your boyfriend into that reinforced closet last month, isn't it?"

"Why would you think that?" said Pyrrha, not denying it in the least.

Grace looked at Nora.

"I was promised pancake flavored ice cream," she said, eyes gleaming.

"Doom," agreed Ruby, her eyes holding a similar expression. She had been promised cookies and cream ice cream.

In town...

"Oh my gosh, what about this one? It suits your hair color perfectly!" said Nora cheerfully.

It was a strapless dress that was a brilliant shade of burgundy that would suit Grace's red hair.

"I think this would suit her better," said Weiss critically.

It was a dark red color that was clearly held up via a few straps around the neck. It was a nice contrast with Grace's red hair, and didn't overwhelm the senses.

"Why not both?" said Yang cheerfully.

"Have you seen the price tag?" said Blake.

"That's because it's got a very low amount of Dust in the cloth," said Grace. She knew that shimmer anywhere.

"Seriously?"

"Why did you think the store is called To Dust or Glory?" said Grace.

"I thought it was a clever play on words or something..." mumbled Yang.

"If by clever you mean the fact they switched the word 'death' for 'Dust'," said Grace dryly. She eyed the price tag. "I've been meaning to get a new battle armor anyway, since my current ones are almost scraps."

She bought the one Weiss had found, and the one Nora had picked up.

Now she just had to update her daily wear. Her currently wardrobe was getting a bit tight around the chest, to her annoyance.

A bit further in the mall...

"Holy...these prices are cheap! How did you know about this place Grace?"

"Who do you think supplies me with the shirts, pants and underthings I give the orphans? They give me their surplus stock at a discount price, and I go to them first for supplies every month."

Kids were always outgrowing their clothes, so she was always delivering a new set to the orphans who would pass down the outfits that were still in good condition to the younger kids.

Yang eyed the racks speculatively. She could use a few new outfits herself.

Even Weiss found something she liked, though she had hit To Dust or Glory a bit harder for a blue dress that had a light amount of ice Dust embedded in the cloth.

"So where to next?" asked Pyrrha.

"Used bookstore," said Grace. Blake perked up at that.

"Ice cream!" declared Nora.

"Books first, ice cream second. If we go there first you and Ruby will run us out of lien before we do anything else," said Grace firmly.

"Agreed," said Weiss.

That, and Grace knew that the kitchens had a massive stock of ice cream and the way to break into the freezer to get some for bribes.

Well, it was less breaking in and more Ozpin bribing her to raid the freezer rather than take that time of the month out on him. Her and her mother.

It was a rather satisfactory day for everyone, even if Grace now had to figure out what to do with her old clothes.


Grace carefully hid her annoyance upon seeing Ironwood. She had never liked the man, even when she was a child. The reason for it was rather simple, and had nothing to do with the distaste her mother had for his machines.

Ironwood had been one of the strongest supporters of either curtailing her dreams of becoming a first rate huntress, or worse, finding some way to harness her rare and terrifying Semblance into something they could use to replace humans in the fight against the Grimm.

Which might sound great on paper and to the leaders of the four countries had it not been for one very obvious fact.

If Ironwood had his way she would become nothing more than a lab rat and taken away from her mother. And that was something that really turned her opinion against the man in a permanent way. It was hard to like someone who would stop at nothing to destroy your family.

Thankfully her uncle Ozpin shut that down, hard. By the time her Semblance was recognized for what it was, her mother had firmly adopted her into the family as her daughter. There was no way she would ever allow anyone to turn her child into some lab rat to experiment on.

Grace was positively arctic in her greeting of the man, and left the room with her mother once the niceties had been observed. If Ironwood noticed the chilly reception, he said nothing.

"She's still angry over it?"

"Both of them are. I wouldn't press your luck, and Grace has only gotten more... efficient...when it comes to dealing with unwanted advances."

Most of the boys (and some of the girls) had given it up as a lost cause until Grace's hormones kicked in and she showed interest first.

Those that tried and failed...well, they served as warnings to everyone else.


The night Grace ran into the woman called Cinder would go down in the history of Beacon.

Not that she really knew it at the time, but the second Grace saw Cinder Fall, something clicked in her head.

This was the woman who had haunted her dreams for years. The eyes were identical, the form and figure a perfect match. And there was this sense of malevolent intent coming from the woman, even as she passed Ruby and Grace in the halls.

Then the moment passed, and Grace had to hold back a shiver.

That was horrible.

The next day marked a change in Grace. Namely the fact she stepped up her training, even going so far as to take missions well outside the city with some of the graduated faunus to master her actual Semblance and the odd effect of her magic mixing so thoroughly with her Aura.

Her "Rogue" Semblance was the result of her magic and her aura merging. More specifically her ability to shift into other people.

Her actual Semblance (which Ozpin was quick to change the records to, so she could use it in class now that her magic was being more or less contained with proper training) was a tribute to her support of the Faunus Cause for Equality, as she liked to call it.

Unknown to Grace, there was a discreet movement made up of former White Fang members who disliked the way the current group was getting things done made up of faunus and faunus sympathizers...mostly the human partners of faunus hunters and huntresses. It was mostly talks, but there was a growing movement that was planning to take up where the White Fang had dropped the ball when they turned violent.

Blake and Velvet was well aware of it, but had yet to tell Grace about the "FCE".

FCE would collect donations, and go to orphanages and other areas where the faunus were living in horrible conditions like the slums and then do something about it. They handed out free clothes, food, water, and would organize an entire week dedicated to fixing things like broken windows and small repairs to make the living conditions more livable, and at the same time spreading the truth about Faunus to the more ignorant populations. They were mostly spreading pamphlets to schools and daycares for human children to read made of bright colors and playful images.

It already showed a vast improvement in Vale, leading to a decrease of faunus crimes, even if the opinion was slow to change.

And if asked, the faunus would immediately point to Grace as the "founder" of the FCE, since she was the one to first start organizing trips to local orphanages and got the faunus hunters and their partners hooked on small steps instead of the public protests the White Fang tried.

Ozpin didn't mention it because he wanted to be there when Grace finally found out what her actions caused completely by accident.

Grace's increased training regimen did not go unnoticed by her friends. She wouldn't be this worried for the games later. No, she knew something big was about to happen, and wanted to be ready.

Even Jaune was infected with her sudden increase of training.

Teams RWBY, JNPR, and CFVY got together to train harder in secret, both in preparation for the tournament and for whatever was about to hit them.


The first time Grace met Penny, she knew right away the girl wasn't human, faunus or even biological. It had nothing to do with her appearance...she looked like any other huntress.

No, it had to do with the odd 'sense' she had around the girl that said she was lacking the tiny magical pulse that came from an aura that said the thing was alive.

Ironwood had allowed the two to meet to see if he could fool even the "super senses" of Grace Goodwitch.

"It's a pleasure to meet you Penny. Ruby certainly seemed enthusiastic of making a new friend from another school. So do you run on Lightning Dust or is it one of Ironwood's little projects?"

Seeing his face made her day, and a small vindictive part of her took pleasure in his annoyance at being caught out so easily.

Penny blinked.

"Don't get me wrong, I have nothing against androids or cyborgs joining hunters or huntresses in the battlefield. As far as I'm concerned, you're just another huntress that could potentially have my back. I'm just curious why you're trying to hide the fact you've successful managed to mimic a young huntress in training and haven't told anyone," she said to Ironwood.

"I am combat ready!" replied Penny. Inwardly, her synapses were in overdrive with happiness that someone as professional as Grace called her a fellow huntress, despite being a machine.

"I have no doubt you would be, considering he was involved."

Ironwood looked very irritated, but went ahead with his real reason for approaching Grace with his creation.

There were going to be times when partners would go out in the field for combat experience on missions. He knew for a fact Grace had no partner, as she was listed as "apprentice" and mostly acted as filler for teams missing a member in Beacon.

He wanted someone competent to assess Penny in the field, one who wouldn't have a bias or expectation and hopefully disguise the fact one of his 'students' was a machine.

Grace heard him out, and agreed to take Penny on as temporary partner in a "show of good faith between schools". They wouldn't team up during the tournament, but it meant a smaller risk of Penny getting loose again and sending his men on a wild goose chase because she wanted to look around. Grace was competent, highly responsible, and knew how to keep her mouth shut about things the adults didn't want discussed.

If she wasn't, then Ozpin wouldn't bring her to council meetings all the time and let her discreetly make the decision on his behalf, despite being only sixteen.

That done, Penny and Grace went to find team RWBY, since they were planning an unauthorized night off from school.

If they wanted to avoid getting a month of detention, they would need Grace around to make it look legitimate.

Several hours later...

Penny eyed the machine being manned by Roman Torchwick, and mentally made a note to warn her "father" that some of their new Paladins had been seized by the White Fang. They needed to be warned that some majorly bad PR was possible if the Paladins were being used by the White Fang.

Especially since Blake and Sun had gone into a White Fang rally and Roman had blatantly claimed to have an entire battalion of the things.