AN: Today's chapter is fairly short, only because it is meant to provide information, as well as I guess a flashback type deal. My head hasn't been quite in the right place recently and my thoughts have been scattered. I've been dealing with the death of someone who raised me. My bday was Sept 4. She held out for two more days and I never got to say good-bye… Anyway, I don't want to throw way too much out there with this chapter, but it's been a bit since I've done one of these background chapters. In story portion of this chapter, you will meet The Duchess and get some background on Neptune. Well, have fun! Oh yeah, here's that disclaimer I talked about.

WARNING (GRAPHIC CONTENT): The second half of this chapter is a bit graphic in the violence department. For those sensitive to violence or easily disturbed by demented personalities, please read with caution.

ooOOoo

In ancient times, Elders were thought of merely as evolved creatures of darkness that had little in common; or at least, there was little regard for similarities to one another. Identifying characteristics lay only in the one thing an Elder prided themselves in: their Darkforge cloaks.

While seniority was highly regarded, skill was determined by how well an Elder's cloak was kept and only the most well-kept were deemed worthy of leadership. It became symbolic of their personality – a tightly contained one suggesting patience and control, while a ragged appearance suggested a rash temper and untamed power. Elders believed that their cloaks should be smooth and elegant enough to allow them to meld seamlessly with the shadows, though they should be as deadly as the nights in which they prowled. Initially, humans thought them to be angered Wraiths driven by bloodlust; however, it was soon discovered that beneath the veils were very real and very human-looking vessels.

Mimicking human mannerisms, these so-called Wraith-like beings infiltrated human settlements undetected, revealing themselves when they were sure it would do the most damage. In some cases, they found themselves a happy medium between providing services to humans and feeding on them, leaving behind once-human abominations that sought blood. Many of these poor souls were put down but it wasn't long until these victims began to regain their sanity and take on the traits of their masters.

The first stage of vampirism took place in two different ways, depending on how they were turned. In some cases, the individual sustained life-threatening injuries that rendered them unconscious and virtually lifeless. Within a few days time, they would reanimate and begin a rampage, feeding on anyone they passed. In other cases, victims survived a bite and slowly began the change as they lived their lives. Because the change was triggered by a bite, both vampirism and were-kinship were thought of as venoms that triggered very slow and painful mutations within the individual.

Darkforge integrated with the bodies of Were-beasts on a genetic level and enabled them to produce it within themselves. It lay dormant within their human side during hours of light, protecting from burning away like the vampires. While dormant, this trait granted their human bodies almost-immediate regenerative capabilities, as well as increased strength and senses. Unfortunately, when compared to their counterparts, they had no capacity to release Darkforge and could only reap physical benefits; however, they became resistant to its influence from the outside sources. The inside was a different story.

At night, Darkforge became more potent within them. It ransacked their bodies, physically altering them into beastly amalgamations. Initially, it would trigger an unstoppable change, but an experienced were-beast could hold the beast at bay. As for those who could not, the Darkforge caused them to lose their humanity and revert to animalistic instincts when they changed, but all was not lost. With the aid of skilled handlers, they could train themselves to resist and tame their beast. However, even the best could not conquer the effects of a full moon in totality. This particular moon forced the change but an experienced were-creature could maintain control over their beast. As flawed as it was, it was still preferable to the flaws of vampirism.

Where the Darkforge in Were-beasts lay dormant during the hours of light, vampires were not so lucky. They had to learn to produce and store it, much in the way that human Elites stored Lightforge. Without it, the change left them defenseless, starving and feverishly anemic. Instinct pushing reason aside, new sirelings would resort to desperate attempts at replenishing themselves through the consumption of human lifeforce and unfortunately… it worked. This was when The Council made itself known.

Those that survived the change and regained their ability to reason were located by delegates of The Council. They would then be observed and sorted into the coven whose traits they began to manifest. The leaders of these covens took their places in The Council, leading the vampire scourge against the humans.

From time to time, one of these sirelings would grow out of their coven's traits and become something entirely new. Sometimes, there were also wanderers from different countries or those who developed outside the reach of the covens. They were labeled Anomalies by the humans and coveted by The Council. Those in The Council's possession were tested to determine their worth and each Anomaly would be given a list of requirements to fulfill before being granted the right to form its own coven within The Council's territories. With this in mind, it could be said each member of The Council would have once been considered an Anomaly, but that time has long since passed.

**Two Years Ago**

"So, Ozpin's newest sireling wishes to become one of The Council? Hah!" Torchwick laughed loudly. "Don't make me laugh!" Before him stood a woman, patient and silent, with darkness proudly hugged tightly against her form. "She's a baby compared to the rest of us!"

"Control yourself, Roman," Cinder silenced her servant's dismissal of the youngling that stood at attention. "While Roman brings up a good point, I am intrigued by this request. It is law that a sireling is not permitted to request such a thing without their Sire's permission. I am to understand that Ozpin has given you his blessing?" The figure nodded. "Then, as Ozpin's most trusted confidant, what say you, Glynda?"

"I do believe that Duchess is prepared. Ozpin has sired many worthy children over the years; all who have done great deeds for The Council. As of now, only I have ever taken my place in The Council as a Coven Mistress. It is only proper that another of Ozpin's children join us."

"Your little Duchess hasn't even sired one of her own, let alone bitten anyone or even shown promise of power." Roman hissed through clenched teeth. "How could she even stand against a Noble, like myself?"

"Would you care to test your strength against one of Ozpin's own, Roman?" The younger vampires certainly got on Glynda's nerves, with Cinder's coven having most of them. They were so arrogant that she would never understand what that woman found so appealing about them.

"If she sires someone, I'll consider giving her a vote," he brushed the ordeal off.

"It's settled then," Cinder spoke with a menacing smile. "Have her bring back a sireling and we will discuss this further. She has certainly done much for us, but she will be in need of an assistant, as she has been for Ozpin. What good is an Elder who cannot call upon her familiars?"

"I see no reason to force her to feed if she is not read-" The shadow-clad girl lifted her hand and spoke.

"If it pleases my council and earns my place amongst you, I will do as you ask," the young woman's voice was resolute. "I will return as soon as I deem someone worthy." Her eyes found Roman's. "As for you, I cannot be like you. You sire as you please. While you have a great many in number, you have few who are worthy of your gifts. I prefer quality over quantity and I truly believe my gift to be something I would only grant to those who impress me, whereas others spread their power like a plague amongst the unworthy filth. As a vampire, you live frivolously and without standards. You are always on the Hunters' radar, while my presence is yet to be discovered, even with all that I have done in the name of The Council." The mobster's eyes flared with rage and flames danced over his shoulders, an appropriate display for someone who had inherited a derivative of Cinder's powers. "Doesn't that just burn you up, Roman?" As her words ended, a huge pillar of flames launched from under her feet.

"I'd say I lit a fire up under her ass," he smiled smugly to himself, proud of his work. As a member of the Fire Empress' coven, he had taken on a small portion of her ability to command flames, though he developed a far more explosive nature. Though it was never an exact duplicate, this was how it was with all covens – simple derivatives of their master's powers. He admired his work for a moment longer before his smile fell and twisted in disgust.

Darkness boiled over the top of the flaming pillar, spilling down its sides and coating the flames like an inky black ooze. The flames began to smother themselves under the ooze and shrunk within the coating, reforming into a bubbling humanoid form. The darkness resettled into a hissing and steaming version of its former self and two red eyes peered out. The newly reformed Duchess covered her mouth and let out a small hiccup before smoke billowed from her mouth. Now intrigued with the Duchess, Cinder smiled with earnest.

"I look forward to your return, youngling. Do us proud and you may well earn your place in this circle."

ooOOoo -VIOLENCE ENSUES -

"Are you sure that you want to do this? You don't need to feed; not while we've had extreme success with the serum."

"I'm aware of that, Glynda, but Ozpin needs this. I need to do this." The Duchess was adamant about her decision and Glynda pressed her lips together. There was simply no need, but once this girl's mind was made up, it was difficult to change. She just wished she didn't have to walk down this road. "I won't pick just anyone though. I will only do one but they will be a fighter… all the way until the end."

BOOM!

"Oh dear," Glynda looked into the distance. With dawn setting, it was only natural that a raid of some sort had begun. However, judging from the direction of the explosion, there weren't any known safe houses in the vicinity - which meant... White Fang?

"Do you want to check it out, Glynda?"

"Do I have an option or are you simply letting me know what you're doing?"

"Both! You can stay behind if you want to!" With that, her charge took off to find a good location to observe from. Glynda sighed and took her time heading to the site. If anything, she would hurry if she was needed.

On arrival, Duchess scoped out an excellent vantage point for simple observation. Concealed by its lush foliage, a nearby tree had provided her with enough cover to remain unseen. From here, she could tell it was an old air hangar that was once heavily used in human wars, but now it had been reduced to a weapons cache. The air was heavy with the smell of gunpowder, blood… and the scent of Faunus. Wonderful.

Several bodies were strewn across broken concrete slabs, some in pieces, and some sticking out from the upturned vehicles that had ultimately crushed them as they tried desperately to pull themselves to freedom. Whatever teams had been here had met with an unfortunate end running into the White Fang. Heavy footsteps echoed from the hangar, followed by the snickers of men laughing as a young man fled from the building, screaming for help. A single gunshot rang out and he flew forward, cradling his leg as he crashed to the ground and screamed in pain. Crying for help, he struggled to scramble away and for a moment she felt sorry for him, but it was better that he die now than later when someone was depending on him.

Grinning at their helpless prey, the Faunus men raised their weapons and opened fire on the poor boy. She looked away and cringed with the thud of every bullet that embedded itself with in his lanky body - each one eating away at his features until there was nothing left but an indiscernible, bloody pulp. Limbs jerking involuntarily as his pursuers riddled his body full of lead; his body skidded across the ground with the splashing and sickening squelches of each bullet. Leaving a trail of blood and tissue behind him, his body danced across the ground before finally coming to a lifeless rest against an upturned SUV.

Listening to these Faunus men laugh, her knuckles went white with anger as she clenched her fists... or at least they would have if she hadn't been cloaked. This level of cruelty was so unnecessary. At this point, this was simply cruelty for the sake of being cruel. That young man had been dead after the second shot. Why the senseless violence? What had he done to deserve this?!

"Hey, Boss! Look at this!" One of the Faunus reached into the vehicle the boy lay dead against. Duchess could make out what looked to be a struggle before the Faunus dragged a different boy out of the vehicle by his long azure hair. Why did he look so familiar? "Damn shame I'm outta' bullets! Guess I'll have to do this the old fashioned way!" He dropped the boy next to his fallen comrade and the boy struggled to stand but froze at the sight of his friend.

"You monster! I'll kill you!" That was all the boy managed to get out before he lunged into the butt end of an assault rifle. In a disoriented haze, he lay in the growing pool of his friend's blood, barely able to make sense of his surroundings. He slowly dragged himself to the vehicle he had been in and grabbed something large before leaning his back against the SUV. With a primal scream, he took aim and opened fire on the Faunus. For a moment, the Faunus stood there and then turned to the boy and laughed.

"Lightforge bullets? Hah! Maybe if those had been silver nitrates! Give me that!" He snatched the gun from the boy and fired a bullet into each of his legs and his left shoulder, relishing in his cries of pain in between. As he took aim for the right shoulder, a red-haired bull Faunus appeared, lugging two giant suitcases with him and threw them into a vehicle.

"Stop playing with him. Finish this and return to headquarters before the bloodsuckers come out." Never once looking at the boy, Adam hopped into the back of the vehicle and smacked it hard twice. "Take the bike back."

"Sure thing," he called back as the distance grew between them. "It's just us now, blueberry! What ever will I do with you! Eh, what's this?" He ticked something and the gun morphed itself into a giant trident. "Now this looks fun! I wonder if you're just as juicy as your friend!" Grip fixed on the pole arm; he drew his arm back and thrust it into the boy's stomach, wiggling it inside of him, milking him for all the screams he was worth. "It's like music to my ears, son! Sing for me once more!" He twisted it, barely making out the squelch of the blade over his screams. With another grin, he withdrew the weapon and prepared for a final thrust into the boy's chest. "Alright! Time for the money shot, kid!" The boy shut his eyes and only heard the clang of metal hitting the ground next to him. When he opened them again, the Faunus was standing in shock at the sight of an Elder encased in a tattered black cloak that flowed through the air in an almost ethereal fashion. "What the fuck is an Elder doing here?!"

"Funny, I seem to recall your boss telling you to return to HQ before us bloodsuckers come out," her voice came out in a low hiss. She looked at the body riddled with bullet holes and then to the boy struggling to hold on to his life. For a moment, he even thought he may have seen a flash of sympathy in her eyes, but any traces of remorse disappeared when her gaze returned to the Faunus. Recognition in his eyes, the Faunus looked just past her and sighed in relief.

"Oh! I know you two! The Duchess and Glynda! You're Ozpin's new servant! Oh, man! I was worried there for a second! You're cloak's not exactly the portrait of elegance and control everyone paints, haha!" In lieu of his quips, Duchess narrowed her eyes at him as he wiped his brow. He was rather cheeky. "Listen, I'll let it slide as you telling me to get things done faster this time, but I almost thought you felt sorry for this blood bag."

"What do you plan to do with him?" The trident gleamed in the sunset's fading light. That weapon was definitely familiar. He was someone's partner that she knew. She had even spoken with him on a few occasions.

"My partner has the gayest weapon. It's gonna' get him killed one of these days, but he insists cuz it's "cool". Rubes could totally help him make one just as "cool" and waaaay more efficient." Ah, long blue hair, a surfer's tan, lame goggles - this kid had been the butt of a lot of jokes due to his beach-like appearance and crippling fear of water… He was the oaf's partner – a discovery she had made when overhearing the blonde teasing with Pyrrha about him once or twice. She wouldn't take this well. This kid had been like a brother to her.

"Oh, this guy? I'ma play with him a bit more. You know, break his spirit before he dies. I haven't had this much fun in a while!"

"Do as you please," Glynda's voice came out bitterly. The boy's eyes went wide and he struggled a bit more.

"Well, thanks for your permission doll-face, but I don't recall asking! Hah!"

"I wasn't speaking to you," Glynda stated curtly. "Followers of Ozpin do not believe in torture or the prolonging of one's death. Humans are a food source to us, but they are living things and deserve to be respected as such. We were all human once. We feared failure, death, non-existence, the change... We even feared fear itself. In ending life, we sustain life, and as with all things, death has its ugliness. But as followers of Ozpin's coven, we have one rule sacred to us above all else."

"We only kill to maintain balance." A wet squish resounded through the air and the Elder impaled the Faunus through its chest with their hand. "But for something like you to exist, only to kill meaninglessly, that we cannot forgive." His body slumped over lifelessly and thick blood dripped from the sharp black talons that had formed from her hand.

"Classy..." Glynda said in an unimpressed tone.

"I was going for that taking out the trash vibe. Sheesh!" Click. Duchess looked in the boy's direction at the sound of his gun being readied. "Don't be stupid." He opened fire on both women. If anything, he was taking at least one of them out with him. His clip emptied and both women stood there unscathed. How could that be? Why! How could he have been so useless to the cause? He had done so much to get to this level, only to be taken out so early on. No! He would fight until the en-. "For it is in passing that we all return to dust." The Duchess had suddenly appeared at his side, kneeling beside him with far more human hands clasped in prayer. While she was still cloaked, she dispelled the darkness from her face.

This was nothing like the horribly disfigured monsters he had imagined lay beneath the darkness. There was no haggard witch beneath the veil – only someone who could easily have been his age when she had been turned. The red eyes that had peered from her cloak had swapped for baby blues, enhanced by her pale skin, powder white flowing locks, and soft features. If not for the Darkforge that cloaked her body, she could have easily passed for an angelic figure. She was so familiar...so young… so... pretty...

"What?" He breathed the word out heavily in disbelief. A hunter's prayer?

"Enough." A light pressure pushed the gun down to his chest. The dangerous presence this girl emitted earlier had dissipated with the Faunus' death. Instead, she seemed so gentle. "You don't have to fight anymore, Neptune." She brushed his long hair from his face and leaned in to kiss his forehead gently. No, he recognized this. This was how they comforted dying Hunters in their final moments. This couldn't be the end! He wasn't ready!

"Weiss, you should end this." Weiss?! Schnee?! She was alive?! No, she was one of them, but she had saved him!... Or had she? No, she was here in his final moments.

"Neptune Vesalius, you've served the Schnee well, and for that, I thank you." Eyes glistening, she reached for his hand. He shivered at the warmth that touched his now cooling skin. Heh, funny how he had always thought vampires would be cold to the touch, like death… or the corpse he would soon become. Yeah, that's right – soon. Everything was so cold and the world was buzzing. Sound became muddled and warped, almost like someone was trying to talk to him through water.

With each passing second, the very world around him was becoming more and more blurry as the darkness began to close in around his vision like a tunnel. It was all coming to a close and his breath quickened at the thought of darkness. It terrified him straight through his core and ate away at his very being, consuming his sight, his mind, his consciousness. Very soon, it would consume his entire being and he found himself swallowed by the pit of fear that opened up within his stomach. Wait… did he even have one of those anymore? He would have checked, but the energy it would have taken was already lost to him…

He should never have taken this mission! He should have waited for the mission his partner had signed them both up for! At least, she had always had his back! This was all his fault. Somehow, he had found the strength to summon tears. Yang had been right. He should have changed weapons; should have talked to her sister; should have set aside his pride! He blinked the tears away. If only he hadn't tried so hard to make people see him.

"You no longer have to suffer." Through his blurred vision, he saw Weiss lift his weapon and he began to hyperventilate. He knew what came next. No! He refused! Summoning what little was left; he grabbed the arm that held his gun with every ounce of strength he could muster. Gritting his teeth and staring into those sapphire orbs, he prayed with everything he had that she would understand - what, in this moment, he wanted more than anything. Taking his hand, she dropped his gun and gave him a comforting smile.

"You will have your revenge."

ooOOoo

Two years ago, he lay on the ground in a pool concocted of his comrades' blood. Today, he stood in a room smeared with a family's blood – Polendina blood. Nervous of what was to come, he clenched the envelope tightly in his hand. Whatever it was, he served Weiss now, and he would continue to serve her well. She had given him a second chance to make a difference, much like she told him her sire had.

He brushed his empty hand through his short blue hair. That's right. It was short now. No wonder Yang hadn't quite recognized him. Nothing about him was the same. Even his style of dress was completely different; opting for what he thought would be formal enough to stand next to Weiss. He was no longer the sloppy surfer kid from back then; but no way in hell was he giving up the goggles, even if she hated them. At that moment, the front door creaked open and he turned to greet her.

"I was just thinking what a poor master my mistress is!" He grinned. "Leaving her most loyal servant waiting like this!"

ooOOoo

AN: So, that's that for this chapter. Back to that dark tone again. I thought it was a nice touch to have Neptune reflecting on the past while waiting for Weiss last chapter. This chapter and the last one could easily have been switch in order, but I felt it was more suspenseful this way. Anyway, we now have why Neptune is loyal to Weiss, as well as a few things being revealed about Weiss. I feel like I'm going to enjoy some of the thoughts on her, after this. I had hinted that Neptune was Yang's partner before (reference to his weapon), but I decided to go ahead and confirm it here. I also wanted to cover why Yang wouldn't have recognized him. His appearance and mannerisms are drastically different from his past self.

Review Response:

Bill Gopher: I'm sorry it was confusing. I'll admit it was a bit different from my usual style, but hey, you never know until you experiment. I may go back and try rewriting it with how I portrayed his thoughts in this chapter – the same attitude, but with this form of writing. As for the typo, thank you for catching that! I think I saw her name type with a "Y" in another fic and it got stuck in my head and I couldn't remember which one I had been using. I will be correcting that!

Guest: I have no intention of making Ruby retardedly OP, haha. Her ability is something that is more of a last ditch effort type thing. No one wants it to be used. I do plan for her to become a bit more capable in the sense that she's no longer completely dependent on running, but this will be from growth.

Nakfyre: Thank you for the feedback and concerns. I thought it was pretty cool that you went through the effort of writing down and matching names. That's a lot more devotion to a story than I think I've ever given haha! I wasn't sure how original this would be either. I've been determine whether to keep chapters short or not.

GrnDrgnzrd: :P Just for you ;D