A/N: And the heads just keep rolling!

(I don't own RWBY or FEAR)

Compared to what he had faced before, to Adrian, grimm were always rather simple to dispatch.

Even though the ones that had been around for many years were smarter and bared more experience, the younger generations severely lacked this advantage and tended to act more instinctively, borderline savagely.

Their defining traits, aside from intelligence for some, was their strength, numbers and armor plating. And if one knew enough to get around these issues, any grimm of any species could be dealt with swiftly and effectively.

Though, the former FEAR operative knew very well not to take any scenario with the creatures of grimm lightly. Unlike human or faunus enemies they showed no fear, and they could easily overwhelm someone if there were enough of them.

Regardless, none of that ever stopped Adrian from putting a bullet between their eyes whenever the situation dictated. Hence why over a dozen Beowolves laid dead around him dissolving into black smoke.

Oobleck had indeed plotted out just about every aspect of their mission. He had split the Mt. Glenn area into various sectors and they were tasked with clearing out each one while he looked for any inconsistencies in the area that would point to recent activity.

So far, RWBY-A had cleared out almost half the abandoned city. Whether it was the work of outside sources or the creatures were just that dug in, there were no shortage of grimm to be wiped out.

All the while the doctor had been asking each of them why they had decided to become warriors. Yang admitted that she was a thrill seeker willing to help people along the way, Weiss wanted to uphold the honor of her name, and Blake sought to rid the world of corruption and avarice.

Eventually, the huntsman approached Adrian on the same subject. "What about you, Adrian? Why did you choose to become a huntsman?"

The former FEAR operative pulled Shade's blade from a fading Beowolf and thought about the question for a moment or two. [At first, I did it to escape the past. To find peace and a purpose.] he signed honestly.

"Really? And now?" implored Oobleck.

Adrian looked over to where Ruby was playing with Zwei, the young reaper holding out a whole chicken at the end of her weapon while the corgi jumped and did flips. [To protect what has become important to me. To ensure that no one else has to suffer, the same way I had.]

The doctor stopped jotting down in his notebook and looked at the mute teen questioningly. Much of Adrian's past was in the dark, but Ozpin had ensured him and the other staff at Beacon that he was an honest, hardworking individual, and that his past was a sensitive subject that he mostly kept to himself.

To the intellectual, he knew that the young man's inability to speak had something to do with said past. But he would never delve into something he had no place knowing.

Oobleck hummed to himself before he went over to Ruby who quickly stashed her weapon, "Sorry! Uhh, are we ready to keep going?"

"No, I believe that will have to do for today." the doctor stated, looking at the sky and saw the day quickly coming to an end, "It's going to be dark soon." he tossed his pack off to the side where Yang barely caught it. "You three, set up camp in that building. Oh, and please do make sure that there are no more of those, creatures." he instructed. "Miss Rose, Mr. Wade and I are going to secure the perimeter. Come, you two."

The soldier and the cloaked leader readied their weapons, Zwei between them as they all followed after Oobleck. Their team mates watching them depart a moment longer before heading into the the building they would be using for shelter for the night.

X

The area surrounding their campsite was right in the middle of the sectors the team had just finished clearing, but there were a couple of stragglers lingering about that needed to be dealt with.

Ruby and Adrian combined were more than enough for them, Zwei barking happily as they took down the grimm.

They followed Oobleck's instructions to the letter as he led them through the crumbling urban jungle. Coming out at the edge of the city that overlooked a dark forest in time to see a herd of massive, elephant-grimm stomping through it.

"Whoa...what is that?" Ruby asked as she observed the large creatures. "It's so awesome!"

"That my dear girl, is a Grimm." said Oobleck.

Adrian looked through the scope of his weapon, surveying the grimm herd. [Goliaths.] he signed to the others. He saw Ruby bring up Crescent Rose and quickly lowered the weapon's barrel. [You'll only piss them off, Ruby. Their hides and armor are too thick.]

"He is right, Miss. Rose." said the doctor, "I'm afraid your sniper rifle would do nothing more than agitate a grimm of that size."

"But, what if they attack us?" asked Ruby.

"Fret not, those Goliaths are not concerned with us." explained Oobleck, "Not every grimm is mindless, Ruby. Or rather, not every grimm is still mindless. You see, the grimm you see before you are so powerful, so superior to the grimm you've fought, that they've undoubtedly lived hundreds of years. And in that time between killing humans, and attacking our borders, they've done one important thing, they've learned."

"They've learned that when they attack our borders, they're likely to die. And what we lack in strength, we make up for in will. And that killing one human, will only bring more."

One of the Goliaths stopped, turning it's head and looking in their direction while the rest of its herd kept going.

"Then, why are they still so close to the city? What are they doing?" asked Ruby.

[Waiting.] Adrian signed, his expression grim as he glared at the large beast that leered at them. [Waiting for an opening, a weakness. They're thinking strategically.] Oobleck nodded silently in agreement with the soldier's assessment.

The Goliath turned and followed with their herd. At the same time Oobleck turned and started heading to where the rest of the team should have finished setting up camp.

"Doctor Oobleck?" Ruby questioned.

"Mmhmm?" the huntsman looked back at her.

"I was wondering-"

"Wondering why I've been interrogating your team mates all day?" Oobleck said, cutting her off.

The leader shook her head, "A-Actually, I was wondering. Why did you want to become a huntsman?"

"Look around and tell me what you see." the doctor said while motioning to the ruins around them.

Ruby looked around, "Lots of old buildings, uhh, empty streets..."

Oobleck shook his head, "I see lives that could've been saved. As a huntsman, it is my job to protect the people. And although I am capable of doing it with traditional weaponry, I believe I can make a much larger impact if I do it with my mind. As a teacher, I am able to take knowledge, the most powerful weapon of them all, and place it in the hands of every student that passes through my classroom."

"I look at this wasteland, and I see lives that could've been saved. But I also see an opportunity. An opportunity to study these ruins and learn from this tragedy. And therefore become stronger. I am a huntsman, because there is nothing else in this world I would rather be." with his piece said, the huntsman turned and headed off farther into the city. "The both of you, head back to camp. I will be with the rest of you shortly."

The couple watched him leave before turning to each other, "Guess you were right about not judging him." said Ruby.

[He's an intellectual, his skillset is more valuable than any weapon.] signed Adrian.

His girlfriend nodded before remembering something and looking up at him, "You told me that there's something we need to talk about. What's wrong?"

Adrian motioned forward, the couple heading to the building where the others were already sitting around a small camp fire they had established on the third floor.

"Hey, any trouble out there?" asked Yang

[A herd of Goliaths are prowling outside the city.] Adrian signed, causing the others to look panicked [They shouldn't cause any problems. They won't risk their necks for only six people. Besides, we have bigger issues.]

"What's going on?" asked Blake.

"The conspiracy you're hunting for runs deeper than you think." all eyes snapped to the corner of their shelter where Paxton stepped out into the fire-light.

"Alright, no offense, but that shit is just plain creepy. Just so you know." said Yang.

The wraith ignored her, "I informed my brother, shortly before your departure on this field trip of yours, of various things I have been hearing around your school as of late. All of it connecting to what has been happening within the kingdom that you have deliberately wrapped yourselves up in."

Blake looked between the two brothers, "What did you hear?" she asked, the other's listening carefully.

"There are spies among the students." Paxton began while pacing around the campfire. "No doubt to learn of the school's defenses and who within poses the biggest threat to their plans. They are also affiliated with Torchwick and the White Fang...along with Armacham."

A deep sense of dread fell upon the group, "Armacham, the White Fang...all of them are working together?" Weiss said, uneasy about what all of this could mean and lead to.

"Who are the spies?" Yang demanded, her fists clenched wanting to pummel the ones who breached their school.

"The students from Haven. Mercury, Emerald, and their leader. The latter being one my brother and your leader have met several times already." the wraith said while looking toward the couple.

[The woman we encountered the night of the dust robbery and the one we fought at the CCT, they are the same person.] Adrian signed, [She's also the one Ruby ran into the day before we went into Vale.]

Ruby gasped, "Her eyes...they have the same eyes! Why didn't I see it before?!"

"This doesn't explain why they're all working together." said Blake. "The White Fang working with Torchwick is odd enough, but Armacham as well? What could they be planning to have that much on their side?"

"Armacham is pro-human to the bone." said Weiss. "They've never once hired a faunus worker, so they would have to be pretty desperate to work along side the White Fang for any reason."

Paxton centered his gaze on his brother, "It's obvious what they are after. Mother and I are beyond their reach...but Adrian is not. Whatever your enemies are planning, Armacham is more than willing to offer their aid if it means furthering their own agenda."

"So, let me get this straight." Yang began, "We've got a faunus extremist group, criminal masterminds, and a high-tech military company with gear better than what Atlas can crank out."

"And they've all set their sights on Vale for one reason or another." Ruby finished, her face grim. None of them knowing what to say to follow it up.

X

While team RWBY-A were contemplating the horrible revelations they had just learned, at Beacon the psionic mother of the two prototype commandos was progressing with her own plans for the near future.

Alma stood in the dorm room that belonged to the three students who were not supposed to be there. Having invaded all of their minds while they slept and learning everything she needed to know about each of them.

Her glowing eyes lingered on Cinder for several moments. The young woman's telesthetic signature was strong, her body healthy, she was indeed the perfect candidate for her new vessel as well as birthing a new child.

As much as she wanted to take over Cinder at that moment, she needed to wear down her mind. Break her will without damaging the body. It would take time, but the wait would be worth the effort.

Alma's gaze traveled to the next person of interest to her. The young man with grey hair, the one named Mercury.

She combed through his thoughts and memories in great detail, the psionic found the young assassin as something worth her attention. The two of them shared a similar past; an abusive father who only wished to control them, enduring their entire childhoods to nothing but pain, misery and hatred, everything culminating in the deaths of their fathers at their own hands.

Her child appearance change to that of her older self, her hand reaching out and stroking the young man's face with a smile on her own. Despite the lack of his legs, the young man was strong and skilled, intelligent if a bit too snarky...he would be the perfect fit to be the father of the new life she was hoping to make.

There was just one problem.

Burning eyes leered with fury at the last bed, the one that held the green-haired thief who was close to her future vessel and was constantly in the thoughts of the one she was hoping to make a child with.

The shadows around the room twisted and writhed as if bending to the enraged psionic's will and creeping toward Emerald's bed. She could snuff out her life here and now, it would be so easy...

Alma closed her eyes, everything settling back into place as she took better control of her powers. She needed to bide her time for just a bit longer, if she wanted everything she desired, then she would need to be patient. There were several things that needed to be done before she was ready to strike.

Sending one final look to each student in the room, Alma vanished in a puff of ashes.

X

Back at Mt. Glenn, team RWBY-A were scattered around their small campsite getting plenty of rest for the following day.

Dr. Oobleck was situated not too far away from them, his thermos within reach while he slept. The only one still awake was Ruby who had volunteered to be first watch, Crescent Rose propped up on the wall while she surveyed the ground below through the scope.

Adrian laid out on a bedroll closest to her, eyes closed but still awake as he heard the others talking quietly among themselves. Explaining their reasoning for becoming huntresses to each other.

He'd always known that there was more to his friends and team mates, and he understood a bit more about them now. Their drive to do their part for the world...but the former FEAR operative couldn't really say the same for himself.

Though he was truthful about protecting what had become important to him, there was really nothing more to it than that. He wasn't a soldier anymore, not a prototype commando, for the first time since he started trying to forge his own life after the Fairport incident he had run into the one question he had been ignoring for too long.

What was his purpose now?

There was no answer in sight for him, and it was beginning to weigh on his mind more than a little.

"Adrian?" Yang's voice asked softly. Adrian opened his eyes and looked over at the blonde, "I...I've always wanted to ask you some things. You know, after you told us about your past...would it be okay?"

She was hesitant, afraid to even ask the question about asking questions.

[You've been honest with me, I will try to do the same.] he signed back at her.

The brawler nodded, "I...I know they did things to you, you've told us that much. But, how did you get through it? How did you manage to endure so much?"

Adrian thought on the question before answering, [I was a child. Naive. Ignorant. My mind blocked most of the events that occurred more than likely to protect my sanity. But it didn't help that I was nothing more than a failure to the scientists at Project Origin.]

"A failure?" asked Blake, saddened to hear such a horrible thing spoken about a child.

[Paxton was the only one between the two of us to gain psionic abilities. The only one capable of becoming a psychic commander. He took the brunt of the experiments to enhance his powers, and the connection to our mother where he felt her hatred and rage combined with what they were doing to him began to twist his mind.] he explained.

Weiss bit her lip, "What about you? What did they do to you?"

The soldier rolled over to face them, [Since I couldn't be what they wanted, they put me through rigorous training regiments, combat scenarios and enhanced reflex testing. It's where my semblance was discovered. They intended on me being the first in a line of unique super soldier, since I was useless as a psychic commander.] he signed.

"How old were you?" questioned Yang, afraid to know the answer.

[Don't remember.] Adrian replied, [Better not to know. Most of the time I'm still trying to make sense of the memories I can recall since Fairport. None of them are good.] he reached up and touched his throat as one particular memory stood out.

Blake saw this and spoke before she had a chance to think about it, "Why can't you speak?" her eyes widened and she immediately regretted asking.

Adrian closed his eyes and sighed, [During a training exercise, one of the guards beat me down. When I wouldn't get up, Harlan ordered the guard to make me.] The girls all felt their hearts freeze. [He stepped on my neck, pushed down until he crushed my vocal cords under his heel. The damage was permanent.]

Weiss clamped a hand over her mouth, tears in her eyes. Blake looked horrified while Yang clenched her hands with her eyes flickering between lilac and red.

[Ever since I started remembering my past, I did all I could to escape it. But it followed me, deep down I knew it would.] the former FEAR operative continued, [For the longest time, I always believed myself to be nothing more than a killer, a genetic failure, a freak. But it all changed when...]

Adrian lowered his hands and looked over to where Ruby was still on guard. Too far away to hear their quiet conversation.

Yang's anger was forgotten and she smiled, "She really loves you, you know." she said having her male team mate meet her gaze. "And I know how much you love her too. The two of you, together, I can't explain it, but it's like you guys were meant for each other. You make Ruby so happy, and you've changed so much since we all first met because of her. There's no way you two won't last."

Smiling back at the brawler's words, Adrian looked back toward Ruby again. At one time, it was hard to believe that he would be in such a relationship. Especially with one such as her at his side.

She was innocence and good personified, a light in a dark world that shined brighter than others. And like the precious gem she was named after, he would protect her to his dying breath.

Hours slipped by, the team had swapped out watch shifts at various points so that they could get the most rest possible.

Ruby was currently cuddled up next to Adrian, her head on his shoulder as they both slept soundly with Zwei curled up at their feet.

The corgi's head perked up, now fully awake and standing on all fours and giving a soft bark. Ruby groaned as she raised her head and looked at her pet. "Zwei, it's late." she said with a yawn, "Go back to bed." she laid her head back down on her boyfriend's shoulder, but before she could get comfortable and fall back asleep Zwei took off running.

"Zwei!" she whispered loudly after him in alarm, now awake as she carefully got up and chased after him while being sure not to disturb the others.

Stepping out onto the ruined streets, Ruby called out to the corgi as softly as she could to avoid being too loud and attract any grimm in the area. Relief passing through her when she saw him peeing on a nearby wall.

"Zwei, this is a wasteland. You literally could have done that anywhere." she admonished the animal as he finished his business.

Zwei barked at her as the young leader picked him up-

"What was that?" a voice suddenly echoed out from somewhere ahead of them.

Ruby froze a moment before taking Zwei and moving behind a pile of rubble just as two men stepped out from behind a building.

They looked like soldiers, dressed in blue and grey digital camo BDUs with flak vests, balaclavas and assault rifles in hand. Ruby's eyes widened when she saw three letters displayed on the backs of their vests.

ATC

'Armacham!' she yelled in her mind in shock.

"What was what?" the second soldier asked as they partoled around.

"Thought I heard something over here. Coulda been a grimm." replied the first.

The second solder grunted, "Let's just finish the fuckin' patrol and get back to base. Bad enough we gotta work with those damn animal mutants, I'd rather not freeze my ass off too."

When the two men began to leave, Ruby set Zwei down before silently following after them. Moving from cover to cover to avoid being spotted as they led her to another ruined building where they entered through a door and went inside.

"This is it!" Ruby exclaimed softly to Zwei, "We found the hideout!" she pulled out her scroll and immediately dialed everyone else's numbers...only for the signal to drop.

"No! Urgh! Come on, we gotta get the others!" she said to the corgi as they quickly started making their way back.

When they got out to the street, Ruby paused when she heard a loud cracking. Looking down, her stomach dropped when she saw and felt the ground drop right where she was standing. She didn't have time to think of anything before the ground gave way, she and Zwei falling into the abyss below.

At the last moment, she reached out and grabbed the edge of the sink hole with one hand while the other grabbed Zwei by the collar. Swinging her arm up and tossing the corgi back on the street to safety just before the ledge she was holding onto gave way.

Zwei barked in alarm as he watched Ruby drop into the darkness and out of sight.

A/N: The changes from canon to AU continue. I hope this update answered any questions I've been getting through reviews, because up next is one hell of a fight for the team and it is not going to be a pretty one.

Then again, with the sons of Alma on their side, team RWBY just might stand a strong chance in the end.