DENO

by JediPrime

Beacon Academy one of four institutions charged with the task of training the next generation of Huntsman to defend the four kingdoms from the creatures of Grimm but when a strange new threat appears will their latest class be enough or will a simple soul alone not be enough and require the aid of one more uniquely suited to face this threat. From start to finish their at a CLIMAX!

10. The Badge, The Burden and the Mission

Disclaimer: I do NOT own Kamen Rider or RWBY. Kamen Rider is owned by Toei and Ishinomori Productions. RWBY is owned by Rooster Teeth and Mounty Oum (RIP)

---

It was a beautiful morning in the Kingdom of Vale. The blue sky was clear with scarcely a cloud and the birds were chirping. Weiss Schnee was gently roused from her slumber by their singing drifting in through the open window accompanied by a gentle breeze that lightly brushed against her face as she slept. Her icy blue eyes opened and she sat up and stretched her arms with a yawn. While the bed the school provided for students wasn't close to the high quality beds she was used to, her request to have her own sent from Atlas being denied by both Ozpin and...him, it was a close second and it was certainly better then sleeping on the floor of the ballroom.

As the heiress fought the urge to close her eyes she felt the weight on her mattress shift as someone sat down next to her. She looked and saw Ruby lifting a whistle her mouth which she then proceeded to blow it the shrill noise startling Weiss fully awake and making her fall face first onto the floor.

"Good morning Team RWBY!" Ruby cheered as she jumped onto her feet Weiss turned to glare at her partner. The young leader was wearing the academy's female uniform which consisted of a dark blazer with lines of gold over a white shirt and a tan vest, a red plaid skirt, long black stockings, black shoes, a pink ribbon around her neck and her signature red hood.

"What in the world is wrong with you?" Weiss asked justifiably upset about having a whistle blown in her ear after waking up.

Ruby just went straight to the point "Now that you're awake we can officially begin our first order of business."

"Excuse me?" Weiss questioned as she got up and dusted her arm off.

"Decorating!" Yang cheered.

"What?" Weiss turned to see the blonde and Blake both in uniform though Blake didn't wear the legging, Weiss recalled they were optional. Yang held dozen or so objects in her arms while her bow earing partner held a suit case.

"We still have to unpack" Blake explained as she held up her suit case which promptly fell open spilling its contents on the floor in a pile "aaaand clean."

Weiss just gave the two an unamused look before Ruby blew her whistle in her ear again causing her to return to the floor.

"Alright!" Ruby called out enthusiastically after zipping in front of the door of their room "Weiss, Blake, Yang and their fearless leader Ruby have begun their first mission!" She held her fist in the air "BANZAI"

Yang and Blake soon followed their leader's example and struck the pose while shouting "BANZAI!"

The three then tilted a bit to their right while Weiss, still on the ground, just shook her head in disbelief. After Weiss changed into her uniform and tied her hair into her signature ponytail they set to work on the room that they would be staying in for the next four years. Yang hug up a poster for her favourite music group, the Achieve Men, on the wall next to the window she folded her arms pleased with how it looked then turn around and saw Weiss hang up a painting of the Forest of Forever Fall on the wall.

Blake was placing her collection of books, which could give the shcool libary a run for its money, on the shelves of a bookcase organizing them in order of title and genre before picking up one with the name of 'Ninjas of Love'. The bow wearing girl's amber eyes shifted around the room fortunatly her teammates were all occupied and didn't notice so she placed the book back in the box with the intent to find it a hiding place later. Ruby meanwhile had finished hanging up their curtens and was currently trying to opened them with aid of Crescent Rose using the point at the opposite end of the shaft from the main blade. When she thought she had a good enough hold on the fabric she spun round but unfortuanly the deadly blade of her beloved weapon silced right through the curtains causing the half not secured to fall on top of the bookcase beneath the window. Unaware of her blunder Ruby just titled her head with a smile at Weiss' annoyed look.

A small amount of time later Team RWBY stood infront of their door and admired their progress, the curtains being sowed back together, all in all they'd say they did a decent job save for one little thing...thier beds were in a pile in the middle of the room.

"This isn't going to work" Weiss voicing the obvious.

"It is a bit cramped" Blake agreed.

"Maybe we should ditch some of our stuff?" Yang suggested.

"Or...we could ditch the beds..." Ruby thought aloud then gave an excited gasp and threw her arms up in the air "And replace them with bunk beds!"

"That sounds incredibley dangerous" Weiss argued.

"And super awesome!" Yang fist pumped.

"It does seem efficent" Blake agreed with the sisters.

"Well we should put to a vote" Weiss said.

"Um I think we just did" Ruby pointed out and enforce her point Blake gave a thumbs up and Yang made rock'n'roll hand signs. In response Weiss clecnhed her fists at her sides and stuck out her tounge.

The heiress then let out a frustrated breath and the girls dashed forward to modify their beds.

---

The bathroom was a rectangular room about less then half the size of the main dorm room. The shower being on the same side as the window in the actual room while the sink was on the side opposite the door to the right on entrance. After waiting almost half an hour to get the bathroom from Urataros, who had woken up before him, Momotaros was almost done getting ready for the day a head. He was currently brushing his teeth while humming and then he just had to get out of his sleeping clothes and dressed. He spat out the toothpaste into the sink then picked up a bottle of mouthwash and poured it into a small plastic cup. He swished the liquid around in his mouth for a minute then gurgled and spat it down the drain.

He looked up at the mirror and examined his cleaned teeth. Satisfied he closed his mouth and smirked at his reflection but said smirk quickly vanished as his red eyes drifted over the features he saw. He bowed his head and thought then slapped the side of sink "Tch!" He turned away from the mirror and went to change into his clothes.

After changing into fresh clothes complete with his trousers he enter the main room "Bathroom's-WOAH!"

"Mine! Mine! Mine!" Was the all the purple blur said as it pushed past him then promptly slammed the door shut.

Momotaros turned from the door to his right where Urataros, who was dress in Beacon's male student uniform of black suits pants, a blue vest and a white shirt with the red tie being replaced with a blue one the only article missing was a gold lined black blazer which was currently sitting folded on its wearer's desk, was currently sitting on his bed reading a book, and pointed at the door with his thumb "What's with him?"

"I think he drank too much juice at the welcome dinner last night" Urataros answered as he turned the page.

"Oh?" Momotaros chuckled then knocked on the door "Oi! What's wrong Gaki? Wet the bed?"

"Shut up Momotaros!" was the reply from the behind the door.

"Heh heh."

Urataros lowered his book and followed his partner as he walked round to the left side of the his own bed and asked "Senpai if you want him to respect you as leader then I don't think antagonizing him if the way to go."

Momotaros just waved off the comment "Eh what do you know Kame?"

"A lot more then you" Urataros said as he turned back to his book.

Momotaros turned back and pointed at him and was about to open his mouth but a loud snore stopped him.

"ZZZZZZZZZZ!"

He turned round and on the bed behind him he saw Kintaros slumbering away under the covers.

"He's still asleep?"

"Your surprised? the staff wielder asked not looking up from his book.

Momotaros turned back to his partner then to his three bags"...No not really."

As Momotaros started digging through his clothes rucksack Urataros pulled out his scroll and checked the time "Still you raise a good point he needs to wake up soon."

"Well I'm NOT saying it" He pointed at Urataros not taking his eyes of the contents of his bag "You do it."

"Me?!" the Casanova's eyes shot from his book to Momotaros. "Why?"

Momotaros' gaze lifted from his back to the staff wielder "Because the last time I said it around him I was sent flying to the edge of the atmosphere."

"You're exaggerating" He waved off the statement.

"The tower was the size of a toothpick from my point of view!" The spiky haired swordsman countered.

"Exaggerating~" he sang as he turned another page.

"DAH!" He turned back to his rucksack and waved at him "Just do it already."

"Why me?"

"Because I'm your leader and I said so that's why."

"But..."

"Just do it!"

Urataros sighed and turned back to his book "I'm beginning to think Kin-chan and Ryuta had a point."

"What was that?" Momotaros stood up and growled at his partner.

"What are you babbling about now Momonoji?" The two turned and saw Kintaros, dressed in his sleeping robe, sitting up and stretching his arms over his head.

"Oh so now you're awake eh Kuma?" Momotaros asked as the axe user pulled the blanket off his legs and swung them over the right side of his bed.

Kintaros yawned then rubbed the sleep out of his eye the ears on the top of his head twitching slightly "What time is it?"

"Around twenty five past eight" Urataros answered "You'd better hurry if you want to be ready for classes."

"Hai hai" was the reply as he stopped rubbing his eye the patted the mattress "Not a bad bed but I would still go for a good old futon."

"Hey" The blue and yellow members of Team DENO turned to their leader as he spoke up "You guys find this..." he gestured at his face with his right hand then threw the arm up trying to find the right word "...weird?"

Urataros and Kintaros exchanged a confused look then turned back to their leader.

"Well...the red eyes are kind of unnerving" Kintaros said as he folded his arms.

"And your taste in hairstyles does leave a lot to be desired" Urataros added with a teasing smile.

Momotaros gave them both an dry look and let out an unenthusiastic "Ha...ha..."

"Hey!" The three turned to the open bathroom door as Ryutaros came out with a purple toothbrush in his right hand "What are you guys taking about?"

"Senpai was asking if he's weird" Urataros answered.

"Ooh! Oooh! I wanna play!" Ryutaros jumped up and down with his hand up then began counting off on his fingers "He's stinks, he's dumb, he's scared of-!"

Momotaros covered the purple gunman's mouth with his hand "Shut it Gaki!" He then turned and pointed at his partner "You know that's not what I meant Kameko!"

"Well what do you mean Senpai?"

"I mean OUCH!" Momotaros pulled his hand away from Ryutaros' and held it. He looked from it to the younger member of the team then back to arm which he then held up "You bit ya damn brat!"

"You covered my mouth AND nose! I couldn't breath you stupid peach!"

"That still wasn't nice Ryuta" Urataros gently told off the dancer.

"But Kame-chan..." Ryutaros whined but Urataros just turned back to his book. He then looked to his partner for support but Kintaros just shook his head in disapproval. Ryutaros just hung his head and stomped back into the bathroom leaving the door open "Baka had it coming."

Momotaros let out an annoyed "Tch!" and flicked his wrist a few times as if to throw the pain off. Urataros looked back up from his book "You were saying Senpai?"

"Hmm? Oh yeah! I meant is it...weird?" He gestured at his face "I mean seeing this face in the mirror and realizing its not...you know."

The two on the beds exchanged another look this time surprised by the question. Kintaros scratched the back of his head and answered "Sometimes."

"It did take a little getting used to" Urataros admited.

"I like it" Ryutaros chirped as he left the bathroom leaving his toothbrush behind.

"You do?" Kintaros asked.

"Yeah!" Ryutaros skipped forward until he was almost at the centre of the room. He spun round his dyed ponytail swinging from side to side when he stopped and struck a pose "I look cool!" He turned to Urataros and gestured at his chest "People don't give me scared looks just weird ones!" He turned back to Kintaros "And..." His excited expression was replaced with a saddened one and he turned towards the window with his head bowed and started playing with his fingers "It helps me remember."

The three older members of the team looked at the youngest surprised and unsure what to say.

Kintaros blinked "Uh..."

"Ryuta..."

Momotaros looked from the saddened gunmen to the axe wielder then to the Casanova on the bed. He then looked to his left at his rucksack packed with his personal stuff. He walked around his bed to it and patted the bag "Heh heh!" He turned back to his teammates "You know what this room is pretty damn dull. How about he get started on setting it up?"

Ryutaros' head snapped round to the swordsman his sad thoughts forgotten "Decorating!" He ran over to the swordsman and started bouncing up and down on his feet "YEAH! I want to decorate!" He grabbed Momotaros' right arm and started pulling on it "let's decorate now!"

"Oi ease up Gaki!" Momotaros pulled his arm out of the boys grip and gave it a quick flick.

The other half of their team each let out a small chuckle at the gunmen's recovery.

"As fun as that sounds I think its best we save that task for later" Urataros said.

Ryutaros turned to the staff wielder and whinned "Whaaaat?"

"Relax Ryuta we'll have plenty of time to do it after classes for the day" He closed his book, turned to Kintaros and pointed his thumb over his shoulder at the bathroom "Kin-chan since Ryuta is done with the bathroom I suggest you use it and be quick we don't want to be late."

"Hai!" the strongman stood up then made his way over to the bathroom covering his mouth to contain another yawn.

Urataros meanwhile got up off his bed and placed his book on his desk then put on his blazer while Momotaros went back to digging in his clothes bag. Ryutaros looked from each of his teammates "But-but-but..."

"Ryuta get ready" Urataros ordered as he threw the boy's blazer onto his head.

Ryutaros pulled the blazer off his head then relucently went to get dressed muttering as he did so before jumping around in suprise at a chrous of noise. Momotaros and Urataros both a had a similar reaction spining round to the wall that seperated their room from Team RWBY's which currently sounded like a construction sight with jackhammers, forklifts, hammers and welding.

"What the hell are those girls doing?" Momotaros asked as he walked up to Ryutaros' left and looked down at him only to get a shrug and a muttered 'I don't know' in response.

"I don't know what's more suprising" Urataros said as he walked up to the young dancer's right. He then turned to his comrades "All that noise" He pointed at the wall "or the fact that we can hear it through a wall that is mostly sound proof."

Red and purple eyes blinked and widened in surprise before all three sets present turned back to to wall at the sound of a gruff male voice yelling "Where da ya want it Mack?!".

---

"Objective complete" Ruby announced as the four of them looked over thier handy work.

Yang's bed was now over Blake's supported by four colums of the latter's books that found no room on the shelves and Ruby's now hung over Weiss' and was supported by several ropes attatched to the ceiling along with an extra blanket above it acting as a tent. The had been forced to change to room around a bit for the beds but they had managed to pull it off and leave enough room to move around.

"Was all that noise really necessary?" Weiss asked.

"It helped set the mood" Ruby smiled as she held up her scroll which was currently paused on a clip of a construction site.

"But did you have to set the volume that high?"

"I didn't even know they could be that loud" Blake added rubbing her ears and oddly enough the area beneath her bow.

"Not on their own their not" Yang cheerily chimed in as she lifted up a small speaker with its dial set to max.

Weiss and Blake blinked at the speaker "Okay new rule that...thing is allowed to be set to max in this room."

"Seconded."

Yang hung her head slightly and put the speaker down "Fiiiine."

"Alright. Our second order of business issssss..." Ruby pointed up in the air dramatically then jumped on to her bed with a text book on her lap "classes." She sounded less excited about this topic and went over their schedule with a pencil "Now, we have a few classes together today" She tapped the pencil against her chin "At nine we've got..."

"What!" Weiss cut her off "Did you say nine o'clock?!"

"Umm..."

"It's eight fifty-five you dunce!" The heiress then turned and ran straight out the door down the hallway. Ruby, Blake and Yang peaking out their door after her while across from them Team JNPR did the same.

"Umm, T-To class!" Ruby ordered then ran after her partner with the others close behind.

"Class?" Jaune asked before his team fell into a pile on the floor.

"What's with all the noise out here?" Momotaros asked as he leaned out of DENO's doorway now fully dressed save for his blazer .

"We're gonna be late!" Jaune exclaimed then ran after Team RWBY as fast as he could.

"Ack!" Momotaros looked back in his room "Kame, Kuma, Gaki! Get the lead out!" He then walked up to the door across from theirs and banged his fist against it "Oi! Hanakuso Onna! Yuuto!"

"I think they've already left" Pyrrha quickly explained then turned and ran after Ren and Nora.

"Huh?" He turned back to Team ZERO's door and glared at it "Tch! So much for comrades" He quickly went back into his teams room and picked up his blazer.

"Senpai" Urataros came up to him "We have a problem."

"What now?" Momotaros asked impatiently. Urataros pointed at Kintaros' bed where the gold eyed fighter was snoring away dressed in his uniform with a gold tie in place of the red one. Momotaros rolled his head in annoyance "Damn it Kuma of all times!"

Urataros held up his arms in his signature gesture "I don't think it would be in our best intentions to miss the start of our first class" he turned to his partner "Any ideas Senpai?"

Meanwhile Teams RWBY and JNPR ran past the Beacon statute in the courtyard as they hurried to make up for lost time not noticing they ran past Professors Ozpin and Goodwitch. The latter checking her watch while the former simply took a sip of his coffee.

---

Team RWBY and Jaune JUST made it as to their first class as their teacher, one Professor Peter Port, was finishing up with registration. Port was middle aged man with neat grey hair and a mustache obscuring his mouth. He wore a burgundy coloured suit with gold buttons and piping, that somehow did NOT burst from the size of the man's belly which jiggled as he moved, and black pants tucked into a pair of boots.

When the five entered he simply congratulated them for making it just in the nick of time then ushered them to find some seats. Team Rwby took the four seats at the left end of the bottom of the middle row at the front of the class while Jaune took the opposite of side of the row just behind them. Hana and Deneb were already present taking the two seats to the girls' left the two members of Team ZERO gave small waves to their fellow first years as they took their seats though the four girls did raise an eyebrow at Deneb.

The boy with long green streaked hair had on a blazer a few sizes to big for him and it was soon clear why. So his gauntlets could fit through the sleeves which caused the all female team to mentally ask "Why is he wearing them in class?"

It was unusual because Beacon's rules stated that during classes a student's weapons had to remain in their locker until either the end of the day or combat practice.

At the front of the class room was his desk with only a globe of Remnant on it, behind it over the board were several diagrams each showing the features and weak points of several well known Grimm species, King Taijutsu, Deathstalker, Beowolf, Boarbatusk, Nevermore and Ursa, between the Nevermore and Ursa pictures was a gold bust of the aged Huntsman, and over the boards displayed proudly was a blunderbass with two axe blades at the opposite end from the barrel.

Port's subject was Grimm 101 and around the room were what appeared to be the heads and body parts of Grimm displayed as hunting trophies above where his weapon was displayed was a mounted pair of Goliath tusks, a fully developed one unlike the one Team DENO faced, several mounted Beowolf heads to the left of the tusks and a few Ursa heads opposite of those. Over the steps on the sides of the room were four Kailger heads two on each side growling at each other. You'd think these would be trophies, momentos of Port's glory days but these were not. Grimm bodies evaporated quickly upon death meaning Huntsman who went after the beasts for sport were left with nothing to prove their skills so they did the next best thing and used fakes.

After the five took their seats all eyes focuses on Professor Port as he spoke up "Good morning and please allow me the honour of welcoming you all to your first class here at Beacon. I'm sure you'll find your time here of use as you prepare to face the life of a-."

SLAM!

All eyes turned round to the the door at the back of the room as Ryutaros, dressed in uniform with a purple tie, his headphones and cap, along with half a dozen buttons of music groups and cartoon animals on his blazer, danced in while waving two fans around chanting "~Momotaros heave! Kame-chan ho! Momotaros heave! Kame-chan ho!~"

Said duo were currently behind the chipper young dancer pulling robes over their shoulders that were tied around the waist of Kintaros who was snoring with his arms folded. After they got the slumbering Faunus into the classroom Urataros fell back onto floor and Momotaros fell face first onto the floor his head peaking round the corner of the window side steps.

"Ack!" Ryutaros stepped on Momotaros' back skipped down the steps and turned round and bent down in front of his leader

"Man you are out of shape aren't you old man" patted the swordsman's spiky hair.

Momotaros swatted away his hand a raised his head "Shut up Gaki."

"Ah Team DENO correct?" The three conscious members of the team turned to the jiggling bellied teacher "Unfortunately you just missed recall. Not the best first impression I'm afraid."

("Ya know what? Why don't you...") Momotaros pointed at Port then pointed over his shoulder with his thumb ("Try lugging this idiot bear all the way here from the dorms FAT ASS!")

The other Nihon speakers present reacted as follows Urataros placed his hand on his forehead and shook his head, Deneb covered his mouth bright green eyes wide in surprise, Hana face palmed and let out a frustrated growl, and Ryutaros covered his mouth and giggled. Though RWBY and Jaune didn't speak the language they got some of the meaning behind the words Blake turned to her partner eyes wide in surprise to see a similar expression on Yang's face but with a small smile, Weiss gave the swordsman a disapproving look then turned round when she her Ruby snort and saw the girl in a awake state.

Port raised a brow at the outburst "I'm sorry I don't speak Nihon. Would you care to repeat that in Remnant tongue, Mr Dered?"

Momotaros opened his mouth to reply but Urataros kicked his foot to silence him and spoke in his place "Ignore him Port-sensei, He's just frustrated that we had to pull Kin-chan here."

"Kin-chan?"

"Kintaros" Urataros explained and pointed at the axe wielder "You see he has a bad habit of falling asleep at random moments."

"I see" Port rubbed his chin then waved it to his side with his usual demeanour returning "Well since it's your first day I'll let it slide but try and be on time from now on."

"Thank you Sensei" Urataros hung his head.

"Man talk about sleeping on the job huh?" Yang looked between her teammates who groaned at the grinning brawler's joke while Kintaros shot up in a cold sweat.

"You alright Kin-chan?"

"Yes" He took out a tissue and wiped his forehead. "I just heard such an awful joke."

Yang glared at the axe wielder while his teammates exchanged a surprised look.

"Alright boys that's enough please take your seats" Team DENO complied and took the seats behind Team RWBY, whose leader had managed to fall back to sleep, as Port continued "Now as I was saying I hope you all find your spent time here at Beacon of use as you prepare for the burdening life that awaits you."

Kintaros sat with his arms folded, Ryutaros rested his head in his hands, Urataros sat and held up his hands in his usual gesture and Momotaros propped his feet up on the desk with his arms behind his head.

"As you may recall from the welcome dinner I am Professor Port and I'll be in charge of your education on the subject of the primary foe in our line of work, Grimm. Now let's begin" Several students got out paper and pencils and started taking notes. "These beasts have been know by many things in the long history they've threatened us. Monsters, demons...prowlers of the night. Yes the Creatures of Grimm have many names but I simply refer to them as prey. Ha ha!" He swung his fist in front of him as he laughed at his 'joke' but only succeeded in waking up Ruby and gaining blank unamused stares "Uhh...And you shall too upon graduating from this prestigious academy." He started pacing at the front of the class "Now Vale, as well as the other three kingdoms, are safe havens in an otherwise treacherous world. Our planet is absolutely teaming with creatures that would love nothing more to tear you to pieces."

"He has NO idea" Momotaros muttered to his partner who gave a quiet amused chuckle.

"And that's where we come in" He stopped before his class "Huntsman! Huntresses" he pointed at Yang and made a clicking noise, much to the girl's discomfort, "Individuals who have sworn to protect those who can not protect themselves. From what you ask? Why...the very world!"

"Eyyy-yeah!" All eyes turned to a student seated two rows behind Hana and Deneb, when he noticed the stares he was getting he sat back down and Port continued.

"That is what you are training to become, but first a story" Ryutaros perked up at that "A tale of a young, handsome man...me" and he sat back pouting. "When I was a boy, blah blah blah..." Momotaros rolled his eyes, Urataros pulled out his scroll and started going through his contacts as he rubbed his chin, Ryutaros turned on his music and started doodling animals and Kintaros started nodding off. In front of them Weiss was focused on the teacher she looked over her shoulder to see Ruby scribbling on her paper. The heiress tried to tune it out as she looked back to the teacher "Despite smelling of cabbages, my grandfather was a wise man. 'Peter' he told me, blah blah blah."

Ruby giggled at something tearing Weiss' focus away and she turned to see Ruby beaming as she held up a doodle of Professor Port with a big round circle for his belly and several wavy lines above him. Ruby stuck out her tongue for a second the laughed with Yang soon joining her and Blake looking away with an amused smile. On the row behind them Ryutaros looked up form his own doodle then put his head against the desk and started lightly hitting the surface, the other members of DENO looked at their amused teammate then Urataros and Kintaros looked at the drawing them looked away Kintaros bowing his head eyes closed with an amused smile and Urataros covering his mouth to hide one of own.

Ruby turned round when she heard fingers tapping against the desk behind her and saw Momotaros leaning over. She held up her little portrait to the temperamental swordsman who laughed into the back of his hand as he returned to his previous sitting position. She then showed it to Deneb, who covered his mouth with his hands to try and contain his laughter, and Hana who looked away but cracked an amused smile. While Ruby showed off her masterpiece she missed Weiss giving her an icy glare.

"Ahem!" the laughing ceased and all eight eyes returned to Port as he cleared his throat then continued as if nothing happened "In the end the Beowolf was no match for my sheer tenacity. And I returned to my village with the beast in captivity and my head held high. Celebrated as a hero" His tale finished the experienced Huntsman bowed before the class "The moral of the story?" Port asked as Weiss glared at Ruby as she goofed off "A true Huntsman must be honourable" Ruby was currently balancing a pencil on her finger with a book balanced on the point which in turn had an apple on top while crossing her yes. "A true Huntsman must be dependable" Ruby was nodding off back to sleep. "A true Huntsman while must be strategic, well-educated and wise." Ruby was picking her nose with Weiss was trembling with anger at the hooded girl's antics, a fact that went unnoticed save for Urataros who was seated directly behind her and edged away as if he expected her to blow. "Now who among you believe themselves to be the embodiments of these traits?"

Weiss' hand shot up making Urataros jump back in his seat "I do sir!"

"Well then let's find out" Port looked to his right and gestured a metal cage that shook as its occupant thrashed around with its red eyes glowing in the darkess "Step forward and face your opponent."

"Hey! No one said anything about a fight!" Momotaros proclaimed then stood up and stomped his right foot on the desk fists held up at his sides "I want a shot!"

"You stupid Momo! Sit down!" Hana quietly told him off through clenched teeth.

"Any one else curious that none of us noticed that cage until he pointed it out?" Urataros asked as he tried to pulled Momotaros down while looking at the cage.

"Now now calm yourself Mr Dered" Professor Port waved his hand in a pacifying manner then gestured at Weiss "I'm afraid Ms Schnee volunteered first."

"What?!" Momotaros hung his head back and let out a loud groan.

"But I like your enthusiasm. So how about next time I'll let you take a crack it?"

"...Fine" Momotaros sat down right arms propped up supporting his head by his fist.

Port turned to Weiss "Now then Miss Schnee why don't you head along to the locker room and get properly prepared."

Weiss stood up and turned walking behind Ruby then up the steps with her head held high.

"What's her problem?" Hana questioned her teammate who simply shrugged in response.

---

After a short wait Weiss returned now dress in her combat attire with Myrtenaster in hand a cross from the cage that held her foe. Port stood next to cage which occasionally rattled as the growling beast within tried to break out. All eyes locked on the white haired fencer and cage the only ones breaking the silence being Weiss' teammates who gave calls of support.

"Gooo Weiss!" Yang cheered.

"Fight well!" Blake waved a little red flag with her team's name on it.

"Yeah! Represent Team RWBY!" Ruby threw her arms up into the air.

Weiss however didn't seem to appreciate the hooded girl's encouragement "Ruby I'm trying to focus!"

"Oh...sorry" Ruby gave an apologetic look while behind her Urataros looked up from his scroll.

"Alright. Let the match..." Port raised his weapon by the end of the barrel using it as an axe then brought it down on the lone lock that sealed the cage "Begin!"

The front of the cage fell forwards revealing its occupant, a Boarbatusk like the ones Yuuto and Deneb had faced in the Emerald Forest but this one was much younger. The Grimm charged at Weiss who flipped out of the way while managing to get a slash at the creature's right side. After Weiss stood up in a crouch she turned to her foe but it just stopped before hitting the wall and turned to her...unharmed.

"Ha ha!" Weiss glanced behind her as Professor Port spoke "Wasn't expecting that were you?"

"Hang in there Weiss!" Ruby called but didn't notice the heiress glance at her for a second annoyed.

Weiss then flew straight at the charging Boarbatusk Myrtenaster held forward but the beast swung its head to the side at the last minute catching the sabre between its tusks. The Grimm then shook its head to throw off the young Huntress but Weiss held onto her weapon's hilt in a death grip and became engaged in a strange game of tug of war with the beast.

"Bold new approach. I like it!" Professor Port complimented while some of the students didn't agree.

"Does bold mean dumb now?" Momotaros muttered.

"If that's the case then your EXTREMELY bold Momotaros" Ryutaros chimed earning him a fist shake.

"One of these days Gaki" meanwhile Urataros had placed his scroll against his leg, screen down, his blue eyes locked on Weiss as he let out a thoughtful "Hmmm."

"I'm not too sure about that Port Sensei" Deneb muttered as he rubbed the back of his head.

"Deneb?" Hana whispered as she leaned close so only he could hear "Didn't you and Yuuto fight three of those things back in the forest?"

The green streaked fighter nodded "Hai but they were much more experienced from the look of them."

"Well can't you give her some advice on how to deal with it?" the hammer wielder gestured at the struggling Weiss.

"No" Hana turned to him wide eyed in surprise "it's not my place. Besides a Boarbatusk's weakness is fairly well known."

"Fairly isn't exact Deneb" Hana muttered as they turned back to the fight.

"Come on Weiss show it whose boss" Ruby encourages only for Weiss to turn and glare at her for the briefest of seconds.

This proved to be her mistake as the Boarbatusk took advantage of her distraction to throw its head to the left and toss her weapon into the air then clatter on the ground behind it.

"That's a problem" Kintaros commented.

Then as Weiss gaze was locked on her sabre the beast rammed her lightly in the stomach which threw her on her back.

"Hooohooo! Now what will you do with out your weapon?" Professor Port asked as Weiss picked herself up so she was on her hands and knees.

She looked up to see the Boarbatusk charging right at her. Without a weapon to defend herself she rolled to her left and the beast stormed past her and rammed straight into the front of the row the two Team Zero members and another were sitting at and bounced off landing on its back with a squeal. The impact making the desk's occupents jump back in surprise with Deneb aiming his fingers at the beast ready to fire just in case.

The teacher noticed "Lower your weapons Mr Rook. This fight isn't one of your teammate's."

"Hai Sensei!" Deneb nodded and complied "Just a precaution."

"Good man!" Port replied with a chuckle.

Weiss meanwhile made a mad dash for Myrtenaster the skidded along the floor and picked up her weapon.

"Weiss! Go for its belly! There's no armour underneath-"

"Stop telling me what to do!" Weiss shouted at Ruby cutting of her advice. The little red reaper shrunk under Weiss' icy glaze looking like a kicked puppy a result that didn't win the heiress pointed in the books of her other teammates as Yang took notice of Ruby's expression and frowned at the fencer while Blake just lightly shook her head.

Momotaros and Kintaros frowned at the heiress, while Ryutaros was enjoying the fight too much to care punching the air slightly in excitement, on the end of their row Jaune's eyes widened and Deneb and Hana exchanged a surpised look. Meanwhile the only one of their little group whose expression didn't change was a certain staff wielder whose blue eyes remained locked on Weiss.

Attention returned to the Grimm as it let out a roar then jumped up into a ball to preform the signature attack of its kind. It landing in a spinning ball then when it built up enough momentum it shot at Weiss like a cannonball. Weiss stood firm then held her sword in front of her defensively and summon a Glyph which the beast rammed headfirst into and judging by its squeal and the thud that followed the impact it was a pretty solid defence.

Weiss then summoned a second Glyph behind her in the air and back flipped into it poised to the jump off it with the symbol turning black as she stood on it. The Boarbatusk's impact against her first Glyph had sent it flying backwards exposing its belly upwards then when the timing was right Weiss shot from her Glyph and drove Myrtenaster's point into the Grimm stomach.

The beast lay on its back letting out a pained squeal and futility waving its stumpy legs in the air before they dropped still as its body began to evaporate. Weiss' hand still on her sword still in the monster's belly with her other on the ground supporting her along with her knees as she panted for breath.

"Bravo! Braaavo!" Port congratulated as he swung his fist in front of him cheerily as Weiss, still panting, stood up and held up her sabre as if she expected the Grimm to spring back to life which made Urataros let out another thoughtful hum this time noticed by his partner whose red eyes glanced at him "It appears we are indeed in the presence of a true Huntress in training" Weiss stood up proud and swung her sword to her side. "I'm afraid that's all the time we have for today. Be sure to cover the assigned readings and stay vigilant. Class dismissed."

Weiss' turns to the other members of Team RWBY specifically her sheepish looking partner. Her proud look then turned into a glare and she turned and stormed away out of the room.

"Sheesh what's with her?" Jaune asked as the students started to leave for their next class while Ruby, Yang and Blake looked at each other wonder the exact same question.

"An extremely bad attitude by the look of things" Kintaros commented as he stood up and popped his neck.

The students then left their seats and headed for the entrance at the back of the room. However as DENO reached the top of the steps Urataros paused and looked at the ground as something caught his eye.

Ryutaros jumped out of the classroom door and threw his hands up in the air "Finally!"

"Where do we go now?" Yang asked.

"Combat practice with Professor Goodwitch" Deneb answered.

"Ooooh now that's sounds like fun" Yang replied with a smile as she popped her knuckles in anticipation Momotaros chuckling in agreement.

Ruby meanwhile turned to her right and saw Weiss storming down the hallway. The scythe wielder turned to the group "You guys go ahead I'll catch up." She then ran down the hall after her partner using her semblance for a slight boost leaving behind a few rose petals, which Ryutaros started to playfully swipe at.

"That'll end well" Momotaros commented hands in his pockets.

"We'll have to catch up as well" Deneb spoke up "We've go to meet up with Yuuto outside the history class."

"And Kotaro at field studies. We'll see you there" Hana then marched up to Momotaros, Kintaros, Ryutaros and the just joining them Urataros. She pointed a finger at Momotaros' face and leaned forward making them leaning back. She then added through clenched teeth "and don't do anything stupid. Got it."

The four gulped and fearfully nodded in synch. Hana then smiled to the others and turned and went in the opposite direction Ruby had taken with Deneb following close behind after bowing his head at the group in farewell.

Team DENO let out a sigh of relief at her departure the other looking at them in surprise. Yang chuckled and asked "Wow you guys are really that afraid of her?"

"You don't know her like we do" Kintaros replied.

"Anyway we better get going before we're late again" Blake said.

"Eh? But I need to get my Ryurevolver II from our room" Ryutaros whined.

All eyes turned the gunmen and Jaune asked the question they were all thinking "Why didn't you put it in your locker?"

He simply shrugged in reply "Eh didn't feel like it?"

"Well you'd better hurry and get it Ryuta" Urataros said "I've heard Professor Goodwitch is extremely strict."

"Fiiiine!" Ryutaros moaned then pulled on his partner's arm "Come on Kuma-chan."

Kintaros' bear ears perked up and he turned to Ryutaros "Why do I have to go?"

"Because you my partner" Ryutaros replied then started trying to pull him along but Kintaros wouldn't budge.

"But I-"

"Just do it Kuma. Ya know he won't shut up until you go."

Kintaros sighed "Fine."

"YAY!" Ryutaros jumped the skipped down the hallway the same way Hana and Deneb took but went down the opposite corner.

"Well we're not getting anywhere standing here" Yang said.

"You guys go on a head I'm going to meet up with my team" Jaune replied then walked off.

Momotaros started to follow "I'll go with you. I want to talk to victory girl about that fight she promised me."

"Uh...sure" Jaune shrugged.

Momotaros then turned to his partner "Ya coming Kame?"

"No thanks Senpai I'd rather head straight to class."

Momotaros shrugged and followed the leader of Team JNPR "Lead the way Hakimasu-ko."

"Will you please stop calling me that?"

"Not on your life" Momotaros answered with a chuckle.

Urataros turned to Yang and Blake with a charming smile "Now shall we be going?"

---

"Weiss!" Ruby called as she skidded slightly on the floor as she caught up to Weiss as she went round the corner.

The icy girl spun round to the hooded girl her glare remaining "What?"

"What's wrong with you?" Ruby asked "Why are you being-"

"What's wrong with me?" Weiss cut her off "What's wrong with you? You're supposed to be a leader and all you been so far is a nuisance."

"What did I do?" Ruby asked after scoffing at her partner's accusation.

"That's just it, you've done nothing to earn your position. Back in the forest you acted like a child and you've only continued to do so."

"Weiss where is this coming from?" Ruby asked surprised at her partner's words "What happened to all the talk about working together? I thought you believed in acting as a team."

"Not a team led by you" was the harsh reply "I've studied, and trainined, and quite frankly I deserve better" Weiss turned her back to Ruby arms folded. The hurt girl reached for Weiss' shoulder but was stop when she added "Ozpin made a mistake."

Ruby bowed her head as Weiss walked off down the corridor. Saddened Ruby turned round to head to her next class but she saw standing right behind her was Professor Ozpin left hand on his cane and his right holding his usual coffee mug.

The emerald professor's eyes followed the distancing Weiss with a thoughtful 'Hmm' then looked down at the school's youngest student who looked at the ground at his following words "Now that didn't seem to go very well."

"Is she right?" Ruby asked as she looked back up to him hands together "Did you make a mistake."

"That remains to be seen" Ozpin replied with a laugh in his voice.

Ruby lowered her hands and blinked at his words "What do you mean?"

"I mean its only been one day" Ozpin then gained a weary look in his eyes "Ruby, I have made more mistakes then another man, woman and child on this planet. But at this moment I would not consider your appointment to leader to be one of them." He then leaned forward so he was closer to her eye level and smiled "Do you?"

The little red reaper bowed her head in thought "...I don't know. I mean I thought I was doing a good job...but Weiss... I mean we're not even on a mission or anything."

"I'm afraid that's incorrect" She turned back to Ozpin as he took a sip of his coffee and continued "Ruby let me tell you about an old friend of mine who usually finds himself in charge of many individuals from all walks of life from across Remnant. And while he did not choose to be their leader they see him as such and while he has many doubts and fears about his role he tries his best to be an example to them even when they are not fighting to protect people urging them to try and be at their peak both in battle and in life. Do you see my point?"

Ruby shook her head "Not really sorry."

"My point is being a team leader isn't just a title you carry into battle, but a badge you wear constantly" the headmaster explained to his student "if your not always preforming at you absolute best, then what reason do you give others to follow you?"

Ruby pondered his words then gave him a smile her spirits lifted along with a better understanding of her role.

Ozpin returned the smile with a small one of his own it soon vanished and he turned around and spoke over his shoulder "You've been burdened with a daunting responsibility Ruby, I advice you take sometime to think about how you will up hold it."

Ruby lowered her head in thought then Ozpin spoke up again "Now then I doubt you wish to be late to class so I suggest you hurry along."

Silver eyes widened "Oh my gosh I almost forgot!" She was off like a shot, literally with her speed, but she stopped half way back to Port's door and reappeared in front of Ozpin and bowed her head "Thank you for your advice."

"It's what I'm here for" Ozpin smiled then Ruby rushed off again leaving behind a trail of rose petals "I doubt the janitors will be please about this". After she left his smile shrunk slightly as he looked down in thought then let out a breath through his nose and started walking but paused mid step his eyes narrowed as he looked around. He thought he sensed something but as he looked around the great corridor he saw and heard nothing "Hmmm?" not letting his guard down Ozpin continued along his way.

---

Weiss stomped down the corridor teeth bared. All she could think about was how unfair her situation was. She was well trained, well educated and was far more mature but she was over looked in favour of Ruby. "Why?! Of all people why her?!"

As the heiress continued her way down the hall a loud noise snapped her out of her thoughts and she spun round. But she saw nothing, the hallway was empty and silent as a grave. "Hello!" Weiss called but was only met by her own echo. The fencer sighed and continued on her way muttering slightly "The stress this morning must be getting to me."

She turned and continued on her way unaware of the shadowed figure peaking out from behind the corner of one of the columns. It chuckled then rubbed its forelimbs together before continuing to stalk its target.

---

"Hmm?" Momotaros stopped and sniffed the air. He turned round still sniffing as something familiar entered his nostrils "That scent.."

Team JNPR ceased their conversation and turned to their companion as he looked around the corridor behind them. Pyrrha asking "Something wrong Momotaros?"

"Hmm?" Momotaros responded not turning to face them "No" He pointed a Jaune and Ren over his shoulder "I think Hakimasu-ko and Lotus boy put on too much deodorant."

Jaune lifted his arms and checked the claim while Ren pulled his blazer and the vest beneath it open slightly and did the same. They then turned to each other exchanging a confused look then turning back to the spiky haired swordsman "Umm...you sure you're okay dude?"

"Yeah yeah" Momotaros started walking forwards slowly "You guys go ahead I've got to check on something?"

"Um okay" Team JNPR continued on their way while Momotaros ran down the corridor.

"What's with him?" Jaune asked Pyrrha who only shrugged in response.

They looked back to see Momotaros stopping at a cross between for directions he looked to his right then left then ran down that direction. They then looked back to each other then continued down their way.

Momotaros meanwhile smirked as he ran down the hall "Heh. Bout time they should up."

---

It clung to the shadows, for what little there were, as it closed in. Its target hadn't give any signs that she had noticed its present since it slipped off the wall back in the dark corridor. She was now walking past a row of windows, several of which were open, on the second floor of the building the sunlight coming through limiting its hiding places but it didn't care.

"Almost there" It thought as it rubbed its long blade like forelimbs together in anticipation as it walked in the middle of the hall and quietly followed the Schnee heiress "I just have to teach this girl a lesson and then" Its jaws clacked as it raised its right arm up to slash the girl across the back "Contract complete."

But before it could complete its task something RAMMED into it from the corridor to its right and pushed it out an open window with a grunt from the impact.

"Hmm?" Weiss spun around to find the source of the noise but found no one there. She let out a frustrated sigh and continued on her way.

Meanwhile out side it fell face first on the hard ground "ACK!" It then pushed itself up and rubbed its head with the underside of its forelimb "What hit me?" It then noticed a human dressed in the male Beacon uniform across from it in a crouch "What?"

The figure then stood up put its hands in its pockets and turned to the it with his left hand in his pocket. He had black spiky hair with a red streak in it and red eyes that seemed to glow "Yo!"

It pick itself up and glared while it growled "You dare to strike me you...wait" It noticed something off about this 'human' he smelled off "That scent" it pointed at the human "You're an Imagin!"

"Heh!" along with raising his eyes brows for a second in response along with a tooth showing grin.

"But..you look human! How?!"

"Sorry need to know" was all Momotaros said in reply as he tapped his belt next to the buckle with his right hand.

"Why did you stop me from attacking the girl?" The Imagin growled "Are you contracted to protect her?"

"I've got my own question" Momotaros stopped tapping his belt and pointed at the Imagin his face serious before he burst out laughing "What's with that form?!"

Momotaros doubled over while the Imagin looked over the form its had gained. it looked like a giant humanoid spider complete with a mouth of fangs, four red eyes, two long blade like arms, and sprouts of hair on the sides of its head, a elbows, back of its lower legs and on the sides of its normally this would be considered scary perhaps even terrifying but there was one problem aside from the hair, its blades, feet and face with looked like it had pieces of a red and white checkered dress complete with matching bonnet heck on bow sides of its head were two tusks emerging form beneath it that looked like braided pieces of hair.

The Imagin stomped it foot in anger "Shut up! I didn't choose this form!" it held up its blade like arms. "I think my contract holder's favourite nursery rhyme was Little Miss Muffet" it muttered as it examined its limbs.

Coming down from his laugh attack Momotaros stood up and wiped a tear from the corner of his eye "Oooh! Thanks I needed that."

"Daaah!" The Muffet Imagin turned back to him "Just answer my question! Why did you stop me from attacking the girl?!"

Momotaros shrugged "Hey its not really a surprise someone would want to take her down a peg she's kind of a bitch" He then gained a serious expression and pointed at the spider like monster "but I'm not going to let you take her out just as a stepping stone to go back in time and cause more trouble."

The Imagin glared at him "Who are you?"

"Tch! You're too bright are you" Momotaros smirked as he held up a light grey and black metal belt with a buckle that looked like some kind of gadget with red, blue, yellow and purple buttons on the left a circle with a blue arrow pointing towards it on the other side, over the circle was a symbol that any Imagin would recognize.

"That belt!" The Muffet Imagin turned from the belt to its holder and pointed at him with a slightly shaking claw "Y-You're Den-O!"

"Heh Ikuze" Momotaros swung the belt around his waist the end connecting with buckle securing it. He then pushed the red button and the circle turned red while the belt let out a chime that would make one think of a train pulling into the station. He the struck a pose with his arms stretched out his left lowered in front with his right raised behind while holding a little black train pass. "Henshin!" He then swiped the pass in front of the circle.

"Sword Form!"

Momotaros stood up straight as the belt let out a flash of red and a black and silver suit formed over him with what looked like train tracks going straight down the middle of the face, which had some gold between the eyes, and chest. On both the right and left side of the belt were two holder each with two components held in them. As that happened a red light shot out of the belt and circled him summoning several pieces of arms which glowed liked multiple colours like an aurora before attaching to his chest, back and shoulders forming red and white armour. The light then flew onto the back of the helmet and a red peach which travelled along the track with a train like whine until it was in front of his face where ti then split in half and the tips extended as it became his visor.

"Ore..." Momotaros pointed at himself with his thumb then struck his signature pose "SANJOU!"

The Muffet Imagin rubbed its arms together and got into a fighting stance "Don't think you'll defeat me so easily! I'll severe your head from your neck then I'll teach that brat a-"

"I'm gonna have to cut you off there" Den-O stood up straight and held up his hand

"Uh...What?"

"I'm sure you've got this big speech planned but I don't want to hear it" he removed the pieces from the left side of his belt, one resembling an axe the head the other a gun barrel both having a slight train motif to them. He pointed at the Imagin "See it doesn't really matter as long I keep you from completing your contract and honestly" He shrugged "I don't care" He put the two pieces together "See I've been pretty stressed lately" He then threw it into the air and took out the remaining pieces on his right and as the first two fell between them red electricity connected them and put them together the end of the point extending into a red a blade. This was the signature weapon of Den-O the Combination Armament DenGasher, currently in its sword form. Den-O pointed it at the Muffet Imagin "and I think you mighty be just the guy to help me out!"

(Insert Double Action Sword Form)

"Damn you!" The Imagin growled then charged art Den-O who just gave his sword a quick twirl with a 'Heh' then charge to meet him head on.

The Muffet Imagin swiped at him with its arm but Den-O just ducked underneath it then spun up slashing it across the chest. The Imagin then tried to repeat the action but Den-O kickd him away then pointed at him "You wondering why I'm stressed?" The Imagin charged at it him only to get struck by the sword "Its because for some damned reason we've got to got undercover to deal with you jerks." Muffet then tried to bring both its blades down on his head but Den-O blocked them with his sword using both hands "Now that's not the problem cause we get off Denliner and Huntsman are pretty cool. No!" Den-O pushed his foe back and slashed him from his right shoulder to above his left hip. Den-O then spread his arms out as the Imagin tried to charge at him again "That's not the problem" He side stepped out of the way and slashed at its back making it trip forwards "The problem is that we have to go undercover as students!" he slashed it again "Students! And the old man won't give us a reason. Why?!" again "I mean Yuuto, Kotaro heck even Hanakuso Onna makes sense!" slash "But why do me!" slash "Kame!" slash "Kuma!" slash "Hanatare Kozo!" slash "And Obedu!" slash "Have to do it?!" He then delievered yet another slash followed by a kick that sent the Imagin face first onto the ground. "I mean.." Den-O then stomped up to and stood by its head then bent down with his arms spread "WHAT'S THE POINT?!"

"I don't know what you're talking about!" The Imagin replied as it stood up shoving Den-O onto his back as it did so then ran off.

"OI!" Den-O shouted as he stood up then ran after his foe "Get back here!"

---

Ruby rubbed her chin in thought as she walked down the corridor. She'd stopped running with her semblance after she almost crashed into a teacher and was given a quick lecture. As she made her way to class she pondered how she could make herself a better leader. Suddenly a sound snapped her out of her thoughts one she was very familiar with, the sound of a sword striking something.

"Hmm?" lowering her hand Ruby looked a head at the empty hallway. Ruby tilted her head with a raised her eye brow then she heard the sound again. She turned to the window on her right and walked up to it. Ruby looked down at the courtyard below and saw...a giant spider in a dress? "What the...?"

She blinked in surprise then closed her eyes, shook her head and slapped her cheeks hoping to snap herself out of...whatever was making her see the big bug. She looked back and saw it was still there as a second figure jumped into view covered in strange red armour. The new figure held a sword, that looked familiar to the young Huntress but she wasn't sure why, which he brought down on the spider only for the creature to hold up its long blade arms crossed and caught it before pushed masked swordsman away and tried to swipe at him. But the swordsman jumped to his right out of the way and swung his sword at the creatures side where it made contact with a shower of sparks.

Ruby narrowed her eyes at the scene in front of her "Does Beacon have a film club?"

The spider jumped at the swordsman arms spread as if to embrace him in a hug but he just dove out of the way in roll then jumped up and spin kicked the spider of the back of the head. The spider figure stumbled forward then spun to face the swordsman who braced his sword on his left shoulder and made a 'come at me' gesture with his right hand. The spider threw its arms at its sides and reared its head back letting out a frustrated roar then charged at the swordsman arm raised and swiped at him but he jumped out of the way. The spider then turned to him both arms raised brought them down only for the swordsman to block them with his sword. The two became engaged in a contest of strength as both pushed against the other the swordsman looked to be loosing but he then pushed back hard and forced the spider's arms into the air quickly following with several fast strikes to the stomach followed by a kick. The spider tripped back several steps and shook its head while the swordsman took advantage of the creature's daze and ran up, jumped and delivered and another kick to its chest. The spider was thrown back further while the masked fighter flipped back a good distance landing in a crouch while skidding back with his sword braced on his right shoulder and his other hand digging onto the brick beneath him to stop the action which happened just before he backed into a wall with his head bowed.

"So cooool" Ruby breathed in awe silver eyes wide at the sight while the masked man raised his head. It was like something from does action shows and movies she and Yang would watch as kids.

The spider then jumped on its feet and let out a hiss. It then leaned back crossing its arms over its fast then shot forwards arms at its sides as a white mass shot from what Ruby assumed to be its mouth at the swordsman. The swordsman rolled out of the way just in time as projectile splattered against the wall and thick white smoke rose as it ate through the wall. Ruby leaned forward in shock as the swordsman jumped back at the sight landing on his butt. Ruby may not have known anything about filming but she doubted a school film club could make a costume that fired acidic webs. The spider growled then proceed fire several more blobs at the masked swordsman who in turn proceeded to jump, sidestep, duck, lean and roll out of the way as acidic...things started to smoke as they made contact with the ground, walls, and pillar.

"Ohmygosh!" Ruby pushed her palms against the glass and press her nose against it as she looked down. She then back up and looked for a handle or something to open the window but found nothing. She then back up ready to break it open and jump down but when she reached for Crescent Rose she found it wasn't there. Ruby then patted her back and pulled open her cloak as if the heavy scythe could be hidden in it while muttering "Where is it? Where is it?"

She knew she had it this morning. She then stood up straight still as a statue when she remembered one of the school's rules outside of sparring matches students had to keep their weapons in their lockers during school hours. "Oh no!" Ruby then ran back to the window and saw the swordsman was had gotten close to the monster again and went to swing his sword at its head but the spider just swatted him away making him fall onto his back. It then jumped on top of him and crossed it arms over his neck and stabbed the points over his shoulder into the ground trapping him. The swordsman tried to force the creature of him but couldn't then tried to reach for his sword but it was just out of reach.

"Oh no! He's in trouble!" Ruby then turned and rushed for the locker room in a flurry of rose petals "I've got to hurry!"

---

Den-O struggled under the Muffet Imagin. His left hand gripped around one of its long blade like arms in a vain attempt to pull it away while his right stretched out for his DenGasher but it was just out of his reach. He looked at the face of his foe and growled as its fangs flexed in its maw his eyes caught a single thread of its acid web caught on the tip of one of its tusks. He then looked down at the Aura Armour over his chest and his eyes landed on a small snake like burn mark where a single thread had landed.

"This is the end Den-O" Growled the giant spider and it reared its head back and its mouth opened to spit another spray of web at him.

Den-O looked around desperate for something that could help him out. He then looked back to the small burn if a single thread could do that to the armour he didn't want to find out what a full web could do his helmet. Then an idea popped into his head. He looked back up to the Muffet Imagin and asked "Oi! You a guy or a girl?"

The Imagin paused its multiple eyes blinked "...What has that got to do with" WACK "AAAAAAH!"

The monster sprang forward with a high pitched whine before landing in a roll and curling it to ball. Den-O meanwhile raised his legs and jumped up "Guess that answers that." He commented as he picked up his DenGasher.

The Imagin somehow managed to pick itself up though it was bent over with one arm over its crotch and the other shaking pointing at Den-O. "You bastard" It accused with its voice much higher in pitch.

"Eh go sit on a tuffet" Den-O waved him off then brought out his Rider Pass "I'd say its time to end this."

He placed the pass over his belt with a computerized voice announcing "Full Charge!". he then tossed the pass to the side as the circle in the middle of the buckle flashed red with matching energy flying out of it and into the hilt of this sword as he held it in front of him. "Hissatsu!" There was a flash of red at the base of the Sword part and the blade shot up into the air with the red electricity connecting it to the weapon. "Ore no Hissatsu waza! Part Two!" He swung his sword downwards the blade following close behind slashing the Imagin right down the middle. He swung it from his left to his right striking it across the chest followed by a repeat of his first action with an explosion once the blade made contact with the ground at the Imagin's feet.

(End song)

The blade then flew back to the DenGasher and reattached. Den-O then stood up and gave his weapon a twirl "Ahh! And done."

As the flames dispersed the Muffet Imagin tripped out landing face first with a groan.

"Hmm?" Den-O pointed his sword at it "Want a second round eh?" Chuckled then got into his signature sword stance "Well I ain't gonna say no to that."

The Muffet Imagin growled then ran off in the opposite direction.

"O-Oi!" Den-O ran after it but didn't get far as the Imagin shot out a long stretch of web then jumped up and swung round and over a nearby building. Den-O stomped his foot in anger "DAMNIT!". Beneath his helmet he bared his teeth and growled "Kumo bastard!" He placed his left fist against his hip and braced his sword against his shoulder "And my climax was just starting."

(Jikan no nami wo tsukamaete Ima sugu ni-BEEP!)

"Hmm?" Den-O switched his sword to his left hand and pulled out his scroll. He then hit the answer button and lifted it up to side of his helmet "Mushi mushi?"

"Where are you?!" Hana shouted forcing him to distance the gap of the device from his ear.

"Oi! What's your problem?"

"My problem? My problem is that Goodwitch finished roll call and you're NOT HERE!"

"Crap I forgot!" Den-O proclaimed with his scroll lowered and covered then put it back to his ear "Look Hanakuso Onna I-"

"Why does your voice sound off?" Hana interrupted "You didn't break anything did you?!"

"Ummm?" He turned and examined the battle field first seeing the smoking holes in the ground and walls then to column missing a small chunk form his attack flying through it "Define break."

"BAKA!" Hana yelled forcing him to hold his scroll at arms length to protect his eardrum.

He then brought it back to his ear and tried to plead his case "I-It wasn't my fault see I had to fi-"

"Just get here already. I don't think Goodwitch is going to be as understanding a Port!" Her order was followed by the device beeping.

"But-! Hello! Mushi Mushi!" He removed the device from his ear and looked at it seeing the words 'Call ended'. "Daaaaarh!" he growled then closed his scroll and removed his belt causing his armour to vanish reverting to his 'human' form. He then put away his belt and ran through opened doorway and dashed round the corner.

Just as he vanished round the corner a red blur shot down a flight of stairs across from the entrance and out it. Rose petal flew around Ruby as she unfolded Crescent Rose and gave it a spin before holding ready for action "Alright I don't know what going but...I..." She blinked and lowered her weapon looking around in surprise at that their was no one there. She put her hand on her head an muttered "Was I day dreaming?" She found her answer when she saw something in the corner of her eye, several smoking holes. She walked up to one looked down at it curiously. She looked around and saw a stick peeking out from behind one of the pillars and went to pick it up and returned to the hole. She then proceeded to poke the strange thread then picked up the now smoking piece of wood "Okay not a dream." She dropped the stick and looked around "What was that?" Then she remembered what she was meant to be doing "Oh shoot class!" She folded up Crescent Rose and dash off with a cry of "I'm going to be late!"

Momotaros ran as fast as he could for the combat arena. As he ran he looked at the time on his scroll, he was very, VERY late. "Crap!" He growled before pocketing the device and continued running. This was bad for several reasons one he had been looking forward to this class all morning their was nothing he loved more then a good fight and from what he had seen in the forest the first year teams, at least the ones he had seen in action, were full of strong fighter one of whom had agreed to have a match against him. Two he had heard that Professor Goodwitch was the strictest teacher at Beacon, if not in all of Remnant, and if she didn't give him detention, which seemed very unlikely, he doubted she'd let him have a match, and three Hana would beat his ass until he learned his lesson.

"Dammit!" He shouted as he skidded round a corner unaware that the red outline of his peach buckle flashed then the light faded and the red outline turned dark.

---

Hana stood outside one of the entrances to the spectator seats of the sparring arena head bowed, eyes closed and arms folded as she quickly tapped her foot and drummed her fingers in annoyance. She lifted her head and let out a frustrated sigh and looked down the corridor to her left "Where is that idiot peach?"

"YO!" She turned in the direction of his voice and what she saw made her eyes widen in surprise.

Running up to her, right hand raised in greeting was red creature with a peach shaped face with consisted of bared silver teeth, black eyes locked aggressive look with two horns above both. It looked like it had armour, complete with two spikes on each shoulder pad, with a repeating pattern of a stylized M but closer inspection would show it was actually part of tis body.

As the being drew closer Hana had only one thing to say which she growled out through clenched teeth "Baka!"

The being fell fight on his back sent down by own one of her infamous punches. He then pushed himself up right hand rubbing where most would have a nose. He removed his hand and looked at the palm for any sign of blood then turned to the girl "What was that for?!"

"That was for being late. Twice in a row" She then slapped him on cheek almost sending him back down to the floor. "And that's for running around like that!"

"Whatta ya mean 'like that'?" Momotaros asked as he rubbed his left cheek tears of paining threating to escape his eye from the abuse.

"I mean this" Hana grabbed his left horn tightly.

"Ow!...Oh!" If his disguise was still up he would be blinking owlishly right now.

"Why did you turn of your cloak?" Hana growled as she released his horn.

"Well-"

"Forget it!" Hana held up a hand cutting him off then pointing at the doorway "Just turn it back on and get in there."

"But I..." Momotaros tried to explain but Hana glared with her hands on her hips. He let out a frustrated sigh and stood up "Fine."

He then took out his Rider Pass and focused his aura which made his outline glow a faint red not like the blaze he usual summoned and more like the flame of a light. He then swiped the across the peach shaped buckle "Full Charge!" the outline lit up and a red glow spread out from the belt and his image shimmered and his human disguise returned now in his combat attire.

"Happy?"

"No" Hana pointed at the doorway "Now get in there."

Momotaros did as he was told with his head bowed muttering "This is so dumb!"

"-so you see use of a semblance will not be aloud in that particular type of match" Goodwitch finished explaining as she stood in the centre of the arena with her riding crop in her right hand and her scroll, the size of a tablet, in the other. She then turned to the disguised Imagin "Ah Mr Dered so nice of you to join us. Where have you been?"

"I...had to check something" he answered while rubbing the back of his head as Hana went to sit with her teammates.

"'Had to check something'?" Goodwitch echoed with a raised brow "I hope it was something important if you're so late to class."

"Um..." Momotaros had faced a lot of foes in his time but somehow the combat instructor's glare managed to make him shake, she was almost as scary as Hana maybe even more so.

As he struggled to give the telekinetic instructor an answer an out of breath Ruby materialized next to him "Present!"

"So you too have decided to grace us with your presence Ms Rose" Glynda commented as she pushed her glasses up "And what, dare I ask is your reason for being late?"

"Umm well..." Ruby tapped the tips of her index fingers together "I'm not sure you'd buy it."

"No doubt" Goodwitch replied "It seems you and Mr Dered" She pointed at him with her riding crop "Have more in common then just your namesakes." The two looked at each other then back to the teacher as she resumed speaking "I must say I'm quite disappointed that your teammates managed to make it on time but you, their leaders, did not." The two hung their heads "Neither of you will be sparring today I'm afraid. Now please sit with your teammates."

Ruby went over to sit with Blake and Yang the latter giving her a pat on the back Weiss making a point to sit on the opposite end of the row her team was on. Momotaros meanwhile went and sat with his team next to his partner while Kintaros and Ryutaros sat behind them.

Urataros leaned over to his partner and whispered "About time you showed up Senpai. What took you so long?"

"Very funny Kame" Momotaros muttered as Kintaros chukled and Ryutaros giggled. "By the way" He looked around at the other teams and saw they were all focused on either their own discussions or Goodwitch then turned back to his team, leaned closer and whispered ("I found a problem with the cloaks.")

They looked at him with new interest ("And what would that be?")

("If you transform then change back they'll loose their charge.")

("you transformed?") Kintaros asked to which Momotaros nodded.

("An Imagin?") Urataros added.

("Yeah") Momotaros answered then got smacked on the back of the head "Dah what was that for Gaki?!"

"Baka! Your new rule" Ryutaros replied "you said if said if any of us get into a fight we should call the others~" he then pointed his finger at Momotaros' face "You should have called us as soon as you found the Ima-"

"I know what I said Gaki!" Momotaros cut him off then spoke in a more hushed volume ("Quiet down and speak Nihon or you'll blow our cover.")

"Oh!" Ryutaros covered his mouth then turned to Urataros and Kintaros and bowed his head apologetically "Gomen-ne."

("Why are you apologizing to them?!" Momotaros patted his chest ("I'm the one you should be saying sorry to!")

("Why?")

("Because you hit me on the head!")

("But I always do stuff like that.")

("Yeah but now I'm your leader.")

Ryutaros folded his arms and turned his head away ("No you're not.")

("Oh yess I am!")

He turned back ("Prove it.")

As Momotaros opened his mouth to reply Urataros' hand appeared between them and he turned back to the blue clad Casanova ("We're getting off topic.") He turned to Momotaros ("You thought an Imagin. What did it look like?")

("Like a spider in a dress") The blue, gold, and purple members of the teams turned to him with each with an odd look ("Seriously it did.")

After a beat they shrugged it off they had seen Imagin with stranger forms. ("Well did you defeat it?") The 'Faunus' of the four asked.

After a second Momotaros turned away with a frustrated sigh ("No! The damn bug got away!")

("Spiders are arachnids Senpai")

("Would you shut up about that Turtle boy!") Momotaros snapped ("The point is the jerk got away! it even survived my Hissatsu Part two and survived.")

("Sucks to be you Momotaros") Ryutaros mocked.

("Shut it brat!")
("Well did you at least find out what its contract is?")

("Yeah") Momotaros looked to his left and gestured his head at Weiss at the end of the next row ("Its after the ice brat.")

("Well that hardly narrows it down") Kintaros said ("She has gotten under several peoples skin and then there's her family's company.")

("I wouldn't be too sure Kin-chan")

They all turned to the blue staff weilder ("Whatya mean turtle chan?")

Urataros opened his mouth to answer but was cut him off "Team DENO!" the four looked down and met the strict glare of Professor Goodwitch "Would you like to involve the rest of us in your discussion?" The four shivered under her gaze each experiencing a flashback to their various beating at the fists of Hana and shook their heads. "Very well then."

They let a thankful sigh as she resumed her lecture Urataros whispering ("I'll tell you all later")

("Alright") Momotaros looked over his shoulder at the gold and purple pair ("Looks like we're having lunch at home.")

Kintaros nodded while Ryutaros let out a "Yay!" Unaware that the amber eyes of Blake Belladonna were looking at them narrowed in suspicion.

---

"Bout time that finished" Momotaros muttered as DENO and Hana made their way down the corridor "What a drag."

"You're just jealous that you didn't get to fight Momonoji."

"Shaddup Kuma-ko."

"Any of you got the time?" Hana asked.

"Eleven hours, ten minutes and forty three secounds" Urataros answered "now forty four, forty five, forty six."

"We get it Kame" Momotaros cut him and stood in front of a door with his hand on the handle "Say when."

"Alright Senpai" the bespectacled staff wielder held his scroll in his left hand and pointed upwards with his right "Open the door..." He pointed at the door "Now!"

Momotaros opened the door and a strange chime came from the other side. He turned to the others "Ikuze" the led the way through the doorway the other soon followed after with Hana being the last to enter and closed the door behind them.

After the door closed it opened again and then balding head of a janitor poked out several noodles hanging from his mouth over a cup of ramen held in one hand and held between a pair of chopsticks in his other hand. He looked from left to right but saw nothing in the empty corridor then shrugged and returned went back to his lunch.

---

"Have I mentioned how much I hate that we always have to open the door then wait for the train to stop?" Momotaros asked as he dusted the sand off his wrist guards.

"Not lately Senpai" Urataros replied as he brushed off his shoulders.

"Well I do."

"Quiet down Momo" Hana ordered as she brushed off her skirt while Kintaros shook his jacket and Ryutaros spat the sound out of his mouth.

"Yeah yeah" Suddenly their was a flash and then turned to see a young woman behind the dining car's counter.

She wore a white sleeveless top with an apron sticking out from underneath, a black miniskirt over black pants with a white arrow going down each leg. On her amrs were disconnected black sleeves that went up to her mid upper arms with a pair of red gloves over the end at her wrists that matched the heeled red shoes. On top of her head was a small white stewardess hat and she wore several wrist watches four on each arm and three around the top of her shoes. Her hair was black with a hot pink streak in her hair.

She held up a camera in front of her face with both hands then lowered it showing the pout on her face.

"Naomi what was that about?" Momotaros growled.

"Awww I wanted to take a picture of you in your unifroms."

"Oh?" Urataros leaned on the counter and flashed his usual charming smile "So you like the uniforms Naomi-chan?"

Naomi nodded with her usual smile while Momotaros swatted him on the back of the head "Knock it off ya Ero-Kame!" The staff wielder turned and glared at him rubbing the back of his head while the swordsman looked to the bubbly stewardess "Naomi why do you want to take a picture of us in the uniforms eh?"

"I think you guys look smart in them" Naomi cheerily answered as she put her hands together and tilted her head.

"'Smart'? What is this a fashion show?!"

"Calm down Senpai" Urataros urged as he placed a hand on his belt buckle and made a motion like he was turning a dial. As he did so his image shimmered and he changed into his Imagin form with his armour showing it was part of his body and his head and face became more like a turtle with a beak like mouth, two cunning orange eyes, with a silver hexagon shape with a blue gem in the middle of his forehead and three short horns on top of his head.

"Shut up Kame!" Momotaros growled as he did the same action and his image shimmered to his Imagin form.

Kintaros sat down in one of the booths under the window and his the same action turning into his Imagin form. Which consisted of a single horn growing out of his forehead above a single V shaped eye. The top half of his head was black with a few thin lighting bolt shaped gold stripes and the lower half was gold coloured and stuck in a pout. He folded his arms "Momonoji don't stress out."

Momotaros whipped round to the bear like Imagin "WHO SAID I'M STRESSED?!"

"Don't shout!" Hana ordered as she smacked him on the back of the head.

"ACK! Don't you start too Hanakuso Onna!" Hana gave him a glare that could freeze hell over. Momotaros took a step away from her and turned away a muttered "Oh yeah she's already mad."

"You're gonna turn grey old man!" Ryutaros shouted as he jumped past him then twirled round having dropped his disguise to show his red eyes, fangs, and two horns along with the whiskers that grew out from the corners of his mouth. His hat vanished but his headphones and ponytail remained.

"Who you callin old Gaki?!"

Urataros meanwhile turned to the peppy waitress "Naomi-chan. Coffee please. Better make one for Senpai as well."

"Hai!~" Naomi replied with a cheery salute then went to task.

"I don't need your charity!"

"What's gotten you so worked up?" Kintaros asked.

Momotaros paused and blinked at the question then waved it off "Dah! Where's the old man?!"

"Something I can help you with Momotaros-kun?" All heads spun round and there in his usual spot in the corner was the DenLiner's owner dressed in his usual suit with his hands resting on his cane. He then turned to Naomi "Naomi-kun the usual."

"Hai!~"

"Oi old man I've got something to ask you."

Owner simply turned to look at the whole group "How is the first day so far?"

"Not bad" Kintaros answered "though I think the history teacher needs to cut back on the coffee."

"We're not ones to talk Kin-chan" Urataros said as he took a sip of his coffee then spun round on his stool so he was facing them "Grimm studies was interesting but Port is a tad long winded."

"What about that Professor Peach?" Ryutaros jumped between them looking at Urataros then Kintaros "She was long gone by the time we got to her class."

"She said she needed to rush out to help a collegue in the field" Hana chipped in.

"Aaah" Urataros rubbed his chin "Such a shame."

"Heh" Momotaros pointed at Urataros and chuckled "You just wanted to flirt with her Kame." He then remebered he was angry and whipped round and stomped up to Owner's table "Oi old man! I need to ask ya something?"

"And what would that be Momotaros-kun?" Owner asked as Naomi placed his usual plate of fried rice on front of him with the little Den-liner flag in the middle.

"Whatta ya mean 'what would that be'?" Momotaros spread his arms as the man wrapped his napkin around his neck "I mean what are we doing?!" He started counting off on his fingers "Why are we pretending to be students? Why do we did we have to wait a month and half before entering the school? And why do we have to use these disguises?"

"Are you saying you don't like the cloaks?" Owner asked as he placed a forkful of rice in his mouth.

"Eh...no their alright...mostly" the swordsman replied as he rubbed the back of his head.

"Their better then those old animal suits" Urataros added as he walked up Momotaros and handed him his coffee which was taken with a small nod then leaned against the counter behind Momotaros. "Those things got so stuffy."

"Yeah they did" Momotaros agreed after taking a gulp of his drink. He then pointed at Kintaros "But why does Kuma have bear ears?"

Kintaros merely gave a soft snore but Ryutaros answered on his partner's behalf "Cause he's a bear Momotaros-baka."

Hana rolled her eyes while Urataros smiled and Naomi giggled.

Momotaros stomped his foot "That's not what I meant Gaki!" He turned back to Owner "I mean why does his cloak give him bear ears?" He turned and patted Urataros on the back making him spit out some of his coffee on the floor behind the counter "I mean...why doesn't Kame's give him a beak?" He then pointed at Ryutaros "Or Gaki a lizard tongue?"

"I'm a dragon!"

"Oh? You so shrimpy I thought you're some kind of gecko."

Ryutaros turned around, arms folded and pouted "Stupid old peach."

"I heard that!"

"Good!"

Urataros coughed into his hand then spoke "Senpai does have a..(cough!) point though" He turned round to look at Owner who calmly continued his eating game "Why does Kin-chan have those ears?"

"I'm not sure" Owner answered after swallowing "The belts are meant to give you all the appearance of the host your most used to. The ears were an unexpected surprise but its too late to change them and Kintaros-kun seems to like them."

"Fine but WHY do we have to use them?"

"You'd rather I'd have Deneb-kun make your disguises?"

"Very funny I mean why do we need to go undercover at Beacon?" Momotaros put his cup down on the counter then threw his arms up "Why do we have to pretend to be students when we've got more experience then most of those kid will get in their first ten years out of that school? Why did we have to wait a month and a half before getting in to the school? And why do WE" He pointed at himself Urataros, Kintaros and Ryutaros "Have to do it as well? Why not just Yuuto and Kotaro hell even Hanakuso Onna over there makes more sense." Owner just went to scoop up somemore rice. "What I'm basically saying is WOULD SOMEONE PLEASE TELL ME WHY WE HAVE TO DO THIS?!" Getting more and more frustrated Momotaros slammed his hands down on the table The impact made the tiny flag fall over which in turn caused Owner to have the usual reaction of gasping and holding his fingers against his cheeks.

"Doh" Momotaros lifted his hands from the table and looked up at the man "Gomen'nasai."

Owner regained a neutral expression and removed his napkin "Momotaros-kun the reason for the cloaks is to allow you and the others move around more freely to give us more eyes and ears in searching for Imagin without causing a panic. And as to why you are undercover at Beacon I can't tell you all the details."

"Nani?" Momotaros asked confused then looked to Hana but she just shrugged clearly as in the dark as he was.

He looked back to Owner "But I can tell you this I have a source who has it on good authority that the Imagin will try something involving the school and the best way to try and prevent that is from inside."

"So that's why you recruited Boku-chan and Kotaro and even brought Hana-chan back in?" Urataros asked.

Owner nodded "They are all roughly around the age of that most new students are when they enter their first year. However the teams are all comprised of four members and since Ryotaro-kun is no longer...able to aid us." Momotaros looked away and a let out a frustrated 'Eh', Urataros lowered his mug from his beak and bowed his head, Hana lowered her head, Ryutaros looked down and clenched his fists and Kintaros slightly raised his head "and while we could always recruit another singular point-"

He was cut off by Momotaros slamming his hand down on the table again. Owner looked the temperamental Imagin right in the eye as he said through, if his cloak was active, clenched teeth "Don't. Even. Say it." Owner raised a brow and Momotaros back off slightly intimidated by the enigma of a man and nodded and apologized "G-Gomen'nasai."

"But we didn't for that reason and since all of you have regained your ability to have a solid form and become Den-O outside of the Den-liner there would be no real point all things considered" He then stood up and started walking towards the exit patting Momotaros on the shoulder as he went "it will all become clear in time Momotaros-kun be patient."

And with that he disappeared round the corner and the door slid shut. The six present in car stared at the door in silence until Urataros decided to break it "Well...enough of that drama" he turned to his partner "Tell us about the Imagin you fought Senpai."

"Hmm? Oh right?" Momotaros turned round and walked back to the group "Well the bastard looked like a big hairy bug but in a dress."

"You still say you're not joking?" Kintaros asked.

"Yes Kuma" Momotaros said annoyed.

"What kind of image is that?" Hana asked.

"Hell if I know" the swordsman shrugged then tapped the side of his head as if to get memory loose "it said something about...let's see...a muffin."

"A muffin?" Urataros asked.

"You sure?" Ryutaros asked "Maybe that small brain of yours was playing tricks on ya."

Momotaros' head slowly turned to the purple gun "That's it Gaki!" He then grabbed Ryutaros by his collar and proceeded to lift him up and shake him.

"Knock it off!" Hana punched him in the stomach making him release Ryutaros. He froze up then fell backwards and turned on his side curled up clutching his stomach.

"Haha! Serves you right!" Ryutaros pointed at Momotaros but was the silenced when Hana smacked him right on top of the head with one of his own toy mallets.

"You too!"

"Well its form doesn't matter as long as we know its goal" Urataros looked down at Momotaros "You said it was after Weiss, Senpai!"

"Yeah. It said it was going to teach her a lesson" Momotaros replied as he climbed the counter back onto his feet.

"That doesn't really narrow it down" said Hana "I mean between her attitude and how a lot of people view her family's company its a lot of suspects. Do you think it's Ruby?" Hana suggested "I mean with how Weiss was treating her in class it would make sense."

Momotaros just waved it off "Nah she doesn't seem like the type of kid to do something like that?"

"Well that brings our suspects back to zero."

"Maybe not..." All eyes turned back to the turtle like charmer.

"You know something Kamenoji?"

"I think so" Urataros nodded "Back when we were leaving Professor Port's class I noticed something. A small pile of sand at the end of the second left side row from the top."

"So the contract holder was in the same room as us..." Hana summarized to which Urataros nodded "And none of you noticed?!" The Imagin all exchanged slight paniced looks "Well do you have any idea who it is?"

"Umm...no"

Hana pinched the bridge of her nose "Forget it lets just look for a trail of sand."

With various sounds of agreement Hana and the Imagin left the dining car to start their search. Leaving behind Momotaros who managed to stand up and looked around at the now empty car. "Oi!" He ran after the group "Wait for me!"

"Have a safe trip!" Naomi happily cheered after them

---

"By the way Hana-chan. Where is the rest of your team?"

"Deneb said he still had a lot of stuff to move from ZeroLiner to our dorm so he got Yuuto and Kotaro to help him."

At that moment Yuuto and Deneb were in team ZERO's room with the former not in the best of moods

"For the last time Deneb you don't need to bring in that much stuff from the train!" The green swordsman pointed at the small pile of boxes and appliances his partner had brought in from ZeroLiner.

"But Yuuto-!" Deneb tried to argue but Yuuto held up a hand cutting him off.

Deneb was in his true form which wasn't that different from his disguise combat gear except around the head. He had no hair and the head gear wrapping around his head and his face was gold on the upper half, and silver on the lower half.

"We agreed we were going to unpack during the weekend. And you didn't need to bring a fridge, a microwave or a portable stove!"

"But Yuuto how am I meant to cook for you and the others with out them?"

"There's nothing stopping you from using ZeroLiner's kitchen!"

"But if I carry the food from ZeroLiner to here then..."

"Then use the kitchen area in the rec room!" Yuuto pointed out "or don't cook at all we have food provided for us from the cafeteria."

"But we don't know if the food contains the right nutrients or-"

"BAKA!" Yuuto wacked him on top of the head "This is a school for training Huntsman and Huntresses I pretty sure the food is healthy."

"All the same I'd prefer cooking the food myself."

Yuuto's eyes looked like they were going to pop out of his head and he clenched his teeth while he held up a shaking fist. He then let out a frustrated sigh "Look we'll take about this later just help me put this stuff either back on ZeroLiner or out of the way."

"Rodger!" Deneb saluted then went over to repack an open box while Yuuto went over to a box of Dust rounds on his desk.

"Oi where's Kotaro I thought you asked him to help as well?"

"Hmm?" The robed Imagin turned as he stopped halfway done on folding up one of Yuuto's shirts "Oh he was here but he rushed off for something."

"Nani?" Yuuto asked then turned back to his task "He probably wanted to get out of the heavy lifting."

"Yuuto that's not nice" Deneb said "You know Kotaro isn't like that."

"Yeah yeah" He muttered as he began to put the Dust rounds back in the box until his scroll went off.

(Kimi ni koe kiita ki ga shite-BEEP)

"Yes?"

"Yuuto its Hana."

"Where are you?" Yuuto asked "I just managed to get Deneb to agree to put all this junk back on ZeroLiner."

"Sorry but listen" Hana replied "Momotaros fought an Imagin."

Yuuto placed the round he just picked up back down "So that's why he was late to class?"

"Yuuto what is it?" Deneb asked only for Yuuto to hold up his finger to his lip to tell him to be quiet.

"What does it look like?"

After a brief pause Hana answered "A spider in a dress."

"...What?" Yuuto asked.

"Never mind the point is we know what it looks like and what it's after."

"And what would that be?"

"Its targeting Weiss Schnee of Team RWBY?"

"Why would its contract holder want it to take out Schnee?"

"Schnee-san is in danger?" Deneb spun round ripping the vest in his hands in half in the process "Whoops."

A the sound of ripping fabric Yuuto spun round to his partner and his face turned to anger at the sight of the ruined vest.

While staring at his partner in anger Yuuto said to Hana through clenched teeth "Do you guys have any idea about who its contract holder is?"

"Not really but we know its a student from Port's class this morning."

"Look I'll be a bit held up but I'll join you in searching as soon as I can alright?"

"Okay" Hana hung up and Yuuto closed his scroll and placed it in his pouch.

"Deneb" Yuuto said as he took a step closer to his partner "That was one of my favourite vests."

"I'm sorry" Deneb responded as Yuuto took a step closer to him. He held up the ruined vest in front of his face and lowered it to peek over as Yuuto took another step. He then put his hands together apologetically as Yuuto took another step. Yuuto then smiled and jumped at his partner knocking the Imagin on his back. He then rolled off Deneb and started elbowing him repeatedly in the stomach then flipped the Imagin onto his stomach and got him into a leg hold.

"Ow! Yuuto that hurts!" Deneb started tapping out.

---

After Hana ended her call she turned to the others "Yuuto and Deneb are busy and I think Kotaro turned his scroll off."

"Well that's just great" Momotaros threw his hands up "So much for more eyes and ears."

"Never mind that we need to find either the Imagin or the contract holder."

"Right" Momotaros turned to the group "We've got to cover more ground so-"

"Split up and look for clues!" Ryutaros proclaimed.

"Oi don't cut me off Gaki!"

"He does have a point though Senpai."

"I know that Kame I was going to say the samething!"

"No you weren't~" Ryutaros chimed.

"Yes I was!"

"No you weren't.~"

"Yes I-"

"JUST GET ON WITH IT!" Hana shouted.

The group separated each Imagin heading off in a different direction.

"That damn Gaki" Momotaros muttered as he stomped along "I'm his leader why can he give me even a lick of respect?"

"Maybe because you don't act like it."

"DAAAH!" Momotaros spun round and found Hana standing behind him "Dammit Hanakuso Onna you almost gave me a heart attack!" Hana walked forward a few steps and Momotaros' head followed her "Why are you following me?"

"I'm here to make sure you don't cause anymore property damage to the school."

"Oi! Gaki is way more reckless then me" he pointed roughly in the direction the gunmen had gone "Go follow him!"

"Excuses won't get you out of this Momo" Hana shrugged and continued walking.

Momotaros hung his head and groaned then followed her "Dammit why can't I get any respect around. I mean I'm a team leader now?!"

"Why are you complaining? I thought you didn't like being undercover?"

"Yeah...well...I'm still their leader!"

Hana stopped in her tracks and turned to face him "Then act like it."

"But the damn brat won't do anything I tell him!"

"He's never listened to you!" Hana pointed out "You can't expect him to just because Ozpin made you a leader."

"Then what will? I've been Den-O longer then them and I've seen more action!"

Hana stepped up and pointed her finger right in his face shutting him up "First of lower your voice. Secondly just because you were the first one to fight as..." She did a quick check to make sure there was no one around who could over hear them "As Den-O doesn't mean they'll listen to you and third Just because you're counted among..." Another quick check "Them won't make them listen to you either, two facts I thought you'd now by now."

Momotaros bowed his head slightly and Hana patted him on the shoulder "Look just...just don't try bossing them around try something different."

Momotaros stood still then marched off round a corner to his right "Tch! Just go and find that spider bastard."

Hana watched him vanish round the corner and shook her head.

---

'What was that?' Ruby wondered as she turned round the corner. Lost in her thoughts about that strange creature still confused as to why it looked like a spider in a dress. Her thoughts then went to the masked swordsman. He showed up out of nowhere and thought that thing without a hesitation like one of the heroes from her favourite stories. 'He was sooo cool' Ruby thought silver eyes wide 'It was like something from those stories Yang used to read to me and sword was sooo awesome!' She then tapped her chin in thought 'I wonder who he is?'

Completely caught up in her day dreaming she didn't see a person right in front of her and bumped right into him making him drop his books. "Oh I'm sorry!"

"Don't worry about it I should have watched where I was going" he waved her off and went to pick up his books.

Ruby bent down and helping him out. One of the titles caught her eyes "'Advanced theories in Dust use'" She handed the book back to him "Sounds complicated."

"Yeah but hey never know when it'll come in handy" The boy replied as he opened the book to find the page he was on.

"Yeah" Ruby then counted the books he had in hand, six in total and all very thick "That's a lot of study material."

"Hmmm? Oh yeah well I had to study like crazy to get into Beacon and I doubt I can afford to stop now right?"

"Yeah?" Ruby gained a thoughtful express as the boy left, her mind drifted back to what Weiss said that morning 'I've studied and trained' Ruby had trained and her uncle Qrow often said 'she was better then half the schmucks in his class put together' and he must have been honest cause him and Yang both said she was more then ready fro Beacon. But then again she had been moved forward two years she missed a lot of things on the non combat and weapon side of things meaning she did have a lot to catch up on. Ruby then snapped her fingers and called after the boy "Hey!"

He stopped and turned round to her "Yeah?"

"Where's the library?"

"Round the corner, path on the left, then turn right you can't miss it."

"Great! Thanks!" Ruby was about to run off in the directions he'd given her then something caught her eye on the ground "Where'd all this sand come from?" She pondered then shook her head and sped off towards the library.

The boy meanwhile continued along his way reading the book on top of the pile in his hands complete focused on his studying then suddenly a pair of nonhuman arms wrapped around him one covering his mouth the other wrap underneath his arms. He gave a muffled cry of surprised then looked to his right and saw a spider like face he'd sworn he'd just hallucinated.

"We need to talk" The monster growled through its fangs then pulled him upwards, while he dropped his books and cried out in surprise kicking his legs.

---

"W-What do you want with me?!"

"Shut up human!"

The spider carried him across the school's rooftops then they dropped to the ground and it kicked open a door entering the currently unoccupied locker room where it threw him on to the ground. He spun round and looked up at the monstrous being that stood above him "W-What are you?"

"Quiet!" It snapped "I'm the one doing the talking!" it pointed it long blade arm at him "I want to renegotiate the terms of our contract!"

"C-Contract?"

"Don't play dumb!" The monster stomped its foot and stuck the point of its arms into his blazer and lifted him up on to the tips of his feet "You wanted me to teach the Schnee brat a lesson remember?!"

"W-What I didn't..."

His mind flashed back to the welcoming ceremony the previous night.

His team had been up just before the thugs that would form Team CRDL. As he stood between two of his teammates his eyes were locked the stage namely a certain heiress. He glared at the girl as Professor Ozpin announced the team's name. 'I have to train and study almost twenty four seven but she gets in just because of daddy's dirty money' he thought as he looked away "Tch" 'Bet the spoiled brat wouldn't have lasted five minutes in the forest without a partner. So unfair."

The following morning he was heading along to Grimm 101 with Professor Port the same kind of thoughts as last night repeating themselves over and over in his head. "Bet she thinks she can get anything she wants" He muttered "I just wish I could teach her a lesson."

Suddenly felt a strange sensation surged through his body like another being entered it and sand fell from his body. "What on Remnant...?" He asked as he looked down at the sand at his feet wondering where it came from. Suddenly the sand started moving into a pile and something started to the rise from it. "WHOA!" He fell back in shock as a spider like figure with long blade like arms appeared. Its arms were folded and its head bowed the most bizarre thing was that it only rose as far as the top have of the body while the legs suddenly appeared in mid air and floated above it. The figure raised its bowed head to him "Tell me you wish. I will grant any wish. But you must give me one thing in return."

He had told the figure he wanted to knock Schnee of her little podium and but he had written it off as nothing more then a dream and just went along to class. But yet here it was holding it up and threating him "Y-You're real?"

"Why did I get stuck with such an idiot contract holder? OF COURSE I'M REAL!" it growled then raised its other hand and placed it beneath his chin "Now you're going to change the contract!"

"W-What?"

"Taking out one rich brat would be no trouble" The spider explained "But Den-O is protecting her and I doubt he'll let me get that close again."

"Dan who?"

"It doesn't matter! Just change the contract! I don't care what it is as long as its easy!"

"I-I don't understand!"

The spider let out an angered growl "Useless!"

It then threw the boy on the ground behind him. He then spun round and held up his trembling hand in 'stop' motion "D-D-Don't kill me!"

"Ha! And YOU'RE training to be a warrior? Pathetic" The spider laughed and took a step closer to him "Don't worry human I can't kill you. Unfortunately."

"R-Really?" he asked feeling a sliver of relief.

"No if you die that'll be bad for me" He boy let out a sigh of relief "But..." the sliver vanished and he looked up to see the spider slowly waking towards him "There's nothing stopping me from giving you a little..." the monster's face couldn't show an expression but the glow in its eyes and its dark chuckle didn't put the boy at ease especially how it raised its arm back "'motivation'."

He crossed his arms defensively as the beast took another step towards him.

KNOCK! KNOCK! KNOCK!

"Huh?" The monster frozen and turned to the locker on its right.

KNOCK! KNOCK! KNOCK!

More knocks came from the metal box. The monster tilted his head and walked up to locker "What the...?" The spider knocked against the locker door twice.

KNOCK! KNOCK!

KNOCK! KNOCK!

Two knocks answered from inside. After a pause the spider gave another knock.

KNOCK!

SLAM!

The locker door flew open smacking the monster in the face and sending it the ground.

"Daaaaaaah!" The creature roared smacked the floor with its blade like arm in frustration and spun round to face the whoever did that.

A figure stepped out of the locker and closed the door then faced the monster standing up straight with its hands held together in front of his waist.

He was purplish blue in colour had black and purple armour covering his body with the repeating image of a stylized 'N' especially below the neck, a silver belt and what looked like the top of a screw or nail head on the buckle, the middle of his chest and the front of his shoulder. On the top and sides of said shoulders were two stubby spikes. He had big black eyes with a humble light in them with a pair of small horns above them and a silver mouth fixed in a neutral expression.

"Another one!?" The boy cried . The newcomer's head turned to look at him and the boy's eyes rolled into the back of his head and he fainted.

"Another Imagin!" The Muffet Imagin shouted and pointed at the Imagin that emerged from the locker as it turned back to him "Let me guess you're another one of those traitors I've heard so much about."

"I'm not sure if I'd phrase it like that" He answered "But yes you are correct."

And you're not going to let me fulfil my contract?"

"Right again."

"Then I'll just have to take you down" The Muffet Imagin rubbed his blade like limbs together "One less pest for me and the others."

"You are welcome to try."

The spider like Imagin charged at the new comer and swiped at him. But his attack was blocked by the newcomer simply raising his arms. It then tried with the other side but again blocked. The Muffet Imagin let out a hiss then the new comer pushed the arms away and delivered a punch that could shatter stone into his foes stomach sending it flying across the room.

"AAAAAARRRGH!"

---

"AAAAAARRRGH!"

As Hana walked past the outside of the locker room she heard a cry. She then turned round and ran for an entrance hoping that cry was either one of the Den-O Imagin doing something idiotic or the Imagin they were looking for and not someone innocent being attack.

---

The Muffet Imagin forced itself up cursing both its luck and its foe. It looked up at said foe and growled "Dah! Your power won't aid you this time Den-O!"

"Hmm?" The newcomer responded "Who said I was Den-O?"

"Wha? But you're one of those traitorous Imagin who protect time aren't you?"

"I am but I'm not Den-O" The newcomer replied "Rather I'm partnered to one who holds that name."

"What?"

"Teddy!" A voice cried from the corridor and a purple blur raced through the door and stopped before the unconscious contract hold "What the?" Kotaro looked from the boy surrounded by sand to the two Imagin and ran up, at a normal pace, to stand by his partner ready to fight.

"Kotaro good timing" Teddy said.

"Yeah sorry about leaving you in the locker for so long" Kotaro said and turned to him "Deneb wanted help moving some boxes from ZeroLiner."

"It's alright" Teddy responded "While not exactly comfortable I did manage to have quite a nice nap."

"A nap?" Kotaro turned to the Muffet Imagin and chuckled "You've been hanging around Kintaros too much" Teddy gave a single chuckled and rubbed the back of his head "Any way Ikuze!"

"Roger!"

The two charged at the Imagin Teddy jumping up and transforming into the Machteddy as he ran before flying at the Imagin and spinning a like a saw blade as he struck it. The Imagin let out a cry of pain then he flew back right into Kotaro's hand. Kotaro slashed the Imagin several times then blocked a swipe pushed it away then rolled out of the way of another and landing in his firing position as Teddy fired a blast at the Imagin.

At that moment Hana ran into the room and saw the fainted boy whom she recognized from Port class that morning as the one who shouted out "Eyyyy-yeah!". She ran up to him checked if he was alright, which he was then towards the sound of fighting and saw Kotaro duking it out with the Imagin "Kotaro!"

"Hana! Call the others! We could use! A little! Help here!" the purple swordsman managed to get out between swinging and dodging.

"There spread all round the campus!"

"What?! Why?!"

"There looking for that Imagin!"

Kotaro managed to get behind the Muffet Imagin and pin on of its arms against its back "Why didn't you call me?"

"I did!" Hana shouted back and held up her scroll "You didn't answer!"

Kotaro was about to responded then blinked as he remembered something "Oh yeah I turned my scroll off."

"Why?!" Hana all but shrieked.

"The battery was low!" Kotaro snapped back but made the mistake of loosening his grip allowing the Imagin to push him off. It then, with surprising speed, jumped and broke his way through a nearby window high above the ground.

Hana turned to Kotaro "Great now you let him get away!"

"Me?! Your the one who just stood one the sidelines and watched!"

"Umm?"

"WHAT?!" they both yelled at the sword who flinched at the tone.

"The Imagin is getting away."

"Damn!" Kotaro stood up in a panic and pointed at his other partner "Hana stay with the contract holder."

"Fine! Just go!"

And with that Kotaro ran off leaving a purple blur behind him as he rushed out through the door to pursue the Imagin while Hana ran over to her locker and retrieve her weapon. She then entered her key code on the holographic keypad while muttering "Why am I always stuck with idiots?"

---

Kotaro meanwhile skidded out of a door way and looked around for a trace of the Imagin. "Where'd it go?"

"Kotaro!" The swordsman looked to the Machteddy's face "The rooftop!"

He looked round and soon found where Teddy meant at the sight of the red and white checkered spider running along the top of a nearby roof.

"Oi get back here!" Kotaro ordered but the Imagin seemed to be in no mood the comply.

He then raised the Machteddy ready to fire but before he could fire he suddenly ran into someone who just walked past the corner. Papers were thrown up into the air. Kotaro pushed himself up with a groan then saw the Imagin nearing the end of the rooftops. Quickly recovering Kotaro grabbed the Machteddy at his side and started to run after it.

"Now hold it right there young man!" A hand grabbed the back of Kotaro's collar and pulled him back. Kotaro turned and saw none other than the green haired coffee mad history teacher Professor Oobleck.

Kotaro braced the Machtedy against his shoulder "Professor Oobleck! Look sir I..."

Oobleck held up a finger silencing him then his hand shot up catching his coffee mug by its handle before it landed on top of his spiky hair then it reappeared held out at arms length as its contents re entered it without a drop missing the rim. The hyper historian then drank a sip from the mug as if it never left his hand.

Kotaro looked on in shocked awe and pointed at the mug "Uh...how did you-?"

"Never mind that young man! I want to know what were you thinking?!" Oobleck cut him off and the words flew out of his mouth a mile an hour "Honestly using a speed enhancing semblance in the corridors. How reckless can you be?"

"But I-"

"No excuse!" Oobleck cut him off then adjusted his specs "I saw you at the welcoming ceremony last night didn't I? Let's see...Kotaro Ogami correct?"

"Umm yes sir but..."

"Well first year or not lack of common sense is not to be excused. Now help me pick up these very important documents sent over by an old college and perhaps you won't miss your next class."

"I'm sorry but I need to-" Kotaro looked to the rooftop but the Imagin was already gone.

"You were saying Mr Ogami?" Oobleck asked as he rapidly tapped his foot.

Kotaro just hung his head "Nevermind."

---

Needless to say some, meaning Momotaros, Hana and Yuuto, didn't react well to the news that the Imagin had slipped away but Urataros pointed out it was pointless to cry over spilt milk they just went back to their classes. Hours went by without sight or sound of the Imagin but teams DENO and ZERO didn't lower their guard, save for one who kept doodling over his work much to both his teachers and comrades chagrin, and those that were in the same class as Weiss kept a close eye on her.

Eventually the school day ended and the students either went back to their dorms or went to library. Most of the group spilt up to scoured the campus for any sign of the Imagin with the exceptions of Hana, Ryutaros and Kintaros who went to keep an eye on the still unconscious contract holder.

At that moment Urataros was currently walking down a corridor with a pleased smile as he scrolled through his contacts list going over the dozens of girls he had managed to charm that day. "My, my what a successful reel I've had to day I wouldn't be surprised if I beat my old record. Hmm?" At the sound of angry footsteps in heels echo through the hallway he turned round and saw none other then Weiss Schnee marching down the corridor muttering angrily. Curious he walked over to see what was the problem "Something wrong Weiss?"

"Hmm?" The heiress looked up and gave him an icy look "Oh its you?" She looked to him and crossed her arms "What do you want?"

"I was just wondering why you're in such a bad mood."

Weiss turned her head away and scoffed "How can I not be in a bad mood with that unqualified dolt as a leader."

"Something happen between you and Ruby-chan?"

"Of course something happened?" Weiss replied "She's completely hopeless as a leader."

Urataros blinked and tilted his head "Why do you say that?"

"Because she's childish and shows no sign of being decent at it!" Weiss explained "And her sister only encourages her and Blake doesn't seem to care."

"I'm not to sure about Blake-chan but Yang-chan is her sister so naturally she'd cheer her on. Are you sure your not just making a mountain out of a molehill?"

"No" Weiss said firmly "I just think if she wants to be treated as my teammate she has to stop acting like a foolish child."

Urataros blinked "Weiss give me a few examples of how unfit Ruby is as a leader."

The fencer raised a brow "And why would I do that?"

"Because if you don't I won't stop pestering you until you do" Urataros' mouth curled into his usual smug smirk "So let's skip the drama."

The icy fencer gave a frustrated sigh "Fine." The blue staff wielder gestuted for her to begin "She's caused an explosion on the first day of school."

"Honestly that was more your fault then hers."

"And what makes you say that?"

"I was there" Urataros reminded "I saw you shaking around that poorly sealed Dust vile it was bound to happen."

Weiss frowned and moved on to the next one "She woke me up by blowing a whistle in my ear."

"So she was awake before you?" Weiss nodded "Did she also wake up Yang-chan and Blake-chan?"

The heiress blinked "No. In fact all of three of them were in their uniforms."

"Sounds like she did you a favour."

"She almost made us late for class."

"That usually happens on any first day of school. JNPR was in the exact same boat and my team WAS late."

"She had us start decorating before school"

"What time was it when you started?"

Weiss paused and thought about "Eighty nineteen I think."

"If you all worked together then that should have been more then enough time."

"She decided to turn our beds into bunk beds" Weiss said now more instant.

Urataros tilted his head "Why?"

"Because we had no room with all of our things."

"While...not my first choice I'll admit that's a creative solution."

"She was fooling around during Professor Port's lecture!"

"All the man does is babble on about his by gone days of glory. Be thankful she managed to stay awake for a good chunk of it."

"She's hyper active and childish!"

"So are Yang-chan and Nora-chan" Urataros' eyes shone with amusement.

"S-She was being noisy when I was trying to concentrate before my fight with that Grimm!"

"So were Yang-chan and Blake-chan" He pointed out "But you didn't tell them off."

Weiss lowered her head and tried to think of another complaint "She kept calling out and telling me what to do in my fight!"

"One second" Urataros pulled out his scroll and held up a finger telling her to wait."

"What are you doing?"

"Looking up the definition of leader because clearly you don't know it" He looked up at her "Besides Port-sensei didn't say that she couldn't cheer you on."

"Daaaaah!" Weiss let out a frustrated cry "Why can't anyone see that she's not cut out for this?! She's hyper active, she's doesn't put any effort into her classwork, and her fighting style is completely reckless. Why back in the forest I was preparing to attack the head of an entire Beowolf pack and she attacked out of turn and got in the way!"

Urataros looked up from his scroll and blinked making sure he heard that right then turned to the girl "Attacked...out of turn?"

"Yes! She completely messed up my attack!"

Urataros closed his scroll and turned to the girl his smirk gone. He spoke while adjusting his glasses "Weiss I'm going to ask you an honest question, don't tell my teammates Senpai wouldn't let me hear the end of it, and I would like you give me the honest answer alright?"

Weiss in sucked in then let out a breath through her nose "Fine."

"Weiss before the forest have you ever been in an actual fight."

"What? Of course I have! What you talking-"

"Outside of a controlled environment?"

"Weiss blinked "Wh-What?"

"Have you ever faced an enemy that wasn't in someway holding back" Urataros explained "While you've obviously faced some strong opponents before coming to Beacon..." His gaze focused on her scar which she traced with a finger "Have you ever faced an enemy that wasn't holding back or within someone's control?"

Weiss' thoughts drifted back to that day. Her father had refused to allow her to go to Beacon un less she defeated one of his summons, a white knight, and while he was brutal she doubted he'd had let loose its full strength. "Why do you-?"

"Most students here went to combat schools which not only have them fighting in sparring arenas but also against low level Grimm in the wild" Urataros explained "And they've done this so often that the steps in their fighting styles aren't memory...their instinct. Your still going over the steps in you head. You've probably memorized them well but you haven't fighting as long as everyone else."

Weiss scoffed and folded her arms and looked away haughty "I'll have you know I've been trained by some of the best instructors in Remnant."

"And I'm sure they did their best but that's how you were trained Ruby-chan had very different training to use a very different weapon and semblance" She looked back to Urataros "But that's not the real reason you're mad at her."

Weiss turned back to him "I'm sorry?"

"'You're upset because you think you'd make a better leader."

"Well of course I would compared to that dolt!" Urataros started chuckling "What's so funny?"

"Oh its just you accuse Ruby of being a child yet you're the one throwing a temper tantrum."

"Excuse me?!"

"A temper tantrum" Urataros wiped something from the corner of his eye and bent down to Weiss' eye level "You've spent your whole life being weighted on hand and foot and now something doesn't go your way. You're taking you anger out on Ruby. Just because she has a different way of doing things doesn't mean its wrong after all she did come up with that sling shot strategy" Weiss frowned "Bascially Weiss I'm laughing because you say she needs to grow up then maybe you should follow your own advice~"

He smiled and Weiss kicked him in the shin "OW!"

"Who asked you for your opinion in the first place?!" She then spun round and resumed walking the direction she was heading leaving behind Urataros as he hopped on one foot holding the other.

"I'm not sure myself, Ouch!" he said once she left.

---

"A temper tantrum?" Weiss repeated as she walked out the door way "What does he know?! He's just another first year yet he's acting like some experienced Huntsman?! Of all the nerve!" She walked out the hallway and saw the sky coloured orange from the setting sun. A familiar burgundy suit caught her eye and she saw Professor Port standing against the safety railing watching the sun set. "Maybe I' should get an actual expert's opinion" Weiss thought then made her way over to the aged Huntsman "Professor Port."

He turned away from the sunset to the young Huntress "Aaaah Ms Schnee!" He greeted "And to what do I owe this fine pleasure?"

"I..I enjoyed your lecture" Weiss said.

"Of course you did child you have the blood of a true Huntress in you."

"You really think so?"

"Most assuredly!"

"Take that you stupid womanizer" Weiss thought for triumphant second but was then replaced with her thoughts of how Ozpin over looked her returning.

"Hmmm?" Port raised a brow at her expression "Something is troubling you?"

"Y-Yes sir..." Weiss answered.

"Dear girl confess to me your strike" Port encouraged.

"W-Well...I think I should have been the leader of Team RWBY!" Weiss confessed confident that the teacher would agree with her.

Port just stared at her then after a beat replied with "...That's preposterous."

"B-But you said it yourself I have I'm a true Huntress in training" Weiss said surprised "Surely Professor Ozpin made a mistake."

"If he did I don't see it I'm afraid."

"Excuse me?!"

"I have believed in Professor Ozpin for many years and the man has never once led me astray."

"So you would just blindly except his decision even after seeing how exceptional I am?!"

"With all do respect you exceptional skill on the battlefield is only matched by your poor attitude."

"How dare you?!"

"My point exactly. I see a girl before me who spent her entire life getting exactly what you wanted."

"That's not even remotely true" Weiss folded her arms while Port just gave her a firm gaze "Well...not entirely true" She then gave a frustrated sigh "This is turning into my conversation with that darned womanizer again."

"Who do you mean?"

"Urataros Ezure" Weiss explained "He said I'm just having a temper tantrum over Ruby getting picked over me and that the reason she was picked over me is because she's had training both in a sparring arena and against Grimm in the wild while I've only faced foes that were holding back."

"Well to be fair he isn't exactly wrong."

"So you're saying I'm not good enough to be the leader because of how I was trained."

"Ms Schnee do you think you're the only student here at Beacon who went through some sort of private training instead of attending a combat school" Port asked "Everyone here has had some sort of different training from the others be it weapons, fighting style or school work. Ms Rose was made your leader because of the creative strategy she came up with against the Nevermore which you were a part of. And while you may not have the same level the same level of experience against Grimm that most of you're fellow students have remember you ARE students and this is a school. You are here to learn and improve on skills you have both near perfected and need to improve" Weiss lowered her head as she soaked in his words "And as for Mr Ezure while he doesn't have...the best reputation I'm sure he was merely concerned."

"Maybe..."

"So the out come didn't fall in your favour. Do you really believe acting in such a manner as you have been will cause does in power to reconsider their decision?" Weiss thought over his words and realized, as much as he hated to admit it, both he and Urataros had a point about her behaviour "So instead of fretting about what you don't have savor what you do. Hone your skills, prefect ever technique, and be NOT the best leader but the best person you can be."

Weiss smiled.

"Now if you'll excuse me. I must get ready for tomorrows lessons" and with that Port took his leave "Now which tale to tell next? How I wrestled an Ursa Major? How I rode a Nevermore across the Sapphire Sea? Oh I know how I managed to best a great Leviathan with only a fishing hook!"

As he left pondering which tale to tell Weiss looked to the setting sun and walked up to railing "I came here to be my own person. To be someone better. I suppose its time I tried acting like it..."

Meanwhile as Port walked into the hallway she had come from he didn't notice a certain blue Casanova leaning against the corner of the door.

"Personally I'd like to hear about the Leviathan and the fishing hook" He noted as the aged Huntsman past. He then stepped away from the wall and looked out the door at the white haired girl "Looks like your a better teacher then I first thought Port-sensei. You certainly made your point better" he noted as he held up his hands in his usual gesture. "Hmm?" something the shadows of another hallway to his right caught his eye, a red hood. Ruby stepped out of the shade of the corridor and looked at her partner then gained a smile and turned around and walked away "And what are you up to Ruby-chan?"

Weiss meanwhile was wondering how she could make up her behaviour to Ruby when suddenly she felt something wrap around her arm. She held up and saw it looked like...a spider web "What the-WOAH!" Suddenly what ever was on the other end pulled, hard, and she went right over the railing and over a nearby rooftop.

Urataors ran out of the doorway to the edge of the railing mentally curing himself for not noticing the Imagin's scent early. He then looked around for witness and saw none thankfully. He then jumped over the fence onto the roof top then jumped down to ground below after Weiss.

---

"What. Is. This?!" Weiss cried as she was pulled along why the web. With her free hand she tried to pull it off but it was too strong and eventually she came to a top in a small gap between to buildings. Hearing a hiss she looked up and her eyes widened at the sight of a big spider with red and white checkered colouring stepping out of the shadows the building cast. Weiss looked on in shock yes she may be training to fight monster but this...thing looked nothing like th "W-What are you...?"

"Never you mind human!" It growled "Just know that you're life is near its end."

Weiss reached for Myrtanaster but the spider spat out more webs pinning her to the ground. Weiss struggled now stuck and unable to reach for her weapon and she hadn't mastered her Glyphs enough to use them with out her sword. She looked back to the monster as it slowly stepped towards her "W-What do you want with me?"

The spider scoffed "To grant that idiot's wish of teaching you a lesson."

"W-What! Why?!"

"I don't really care about the details" The spider shrugged "I think he said something about 'it not being fair that he had to study for years while you just got in because of your money'."

The monster's words turned in her head. She accused Ruby of not earning a place at Beacon while other students thought the same of her. She lowered her head 'Then again with how I've been acting I can't say I blame them.'

"Now then" The spider spoke "Time to finish what I started. Unless anyone has any objections?" It looked around as if it expected someone to jump out and fight it off. While too prideful to say it out loud Weiss would have appreciated if someone did exactly that but no challenger appeared. It turned back to Weiss with a gleeful glow in its eyes "I guess not" It raised it arm over its head "Now to finally complete this stupid task!" Weiss closed her eyes preparing for the worst. "Huh? WAAAAAAAH!" At the monster's cry she opened an eye and saw the monster lying in its back a good distance into the shadows cast from the building and standing between them a was a strange figure in some sort of armour holding a staff who turned to her with large glowing orange eyes.

The fencer blinked but for she could ask one of several questions going through her mind a groan returned the new comer's attention back to the monster as it picked itself of the ground and ran round a nearby corner and the figure ran in pursuit leaving Weiss stuck to the ground "Hey! Wait! Get me..." But the new comer showed no sigh that he heard her as they ran round the corner after the monster. "Out of this...drat."

All this was witnessed by a man in a trench coat and hat from a nearby window with a small pocket watch in his hand. He then closed the watch and walked away.

---

The Muffet Imagin ran as fast as it could occasionally glancing behind it occasionally to make sure it wasn't being chased. "Damn it!" it muttered "Why couldn't I have gotten an easy contract? And why did all those traitorous bastards have to interfere?"

Suddenly it felt something wrap around its ankle and it fell face first onto the ground.

"Even the most slippery of fish can be caught" said a voice behind it. The Imagin pushed itself around and saw a masked figure, different from the one this morning but familiar all the same. His armour was bulky blue with hints of orange and clearly granted greater defensive power. he had thick armour on his upper arms and had a silver rail going straight down the middle of his chest armour. His mask was as also blue with big orange bug eyes and a pair of silver fins on the sides. In his hand was a long staff which he held by its end and from the opposite end was a long line that led to the Imagin's ankle. The masked staff wielder chuckled and tilted his head in amusement.

"Let me guess another Den-O?!"The Muffet Imagin growled and cut through the line with a swing of his arm then stood up and pointed at its foe "Why can't you pests just leave me to my business?!"

Den-O just balanced his staff against his shoulder and held up his hand in his usual gesture "Because stopping guys like you from threatening time is our business."

"Grrr Damn you!"

"All in good time." Den-O replied "Now...Boku ni tsuraretemiru?"

(Insert Double Action Rod Form)

Letting out another growl the Muffet Imagin charged at him but before he got close Den-O jabbed it in the chest with his staff then spun around and wacked it on the check. The strike made then Imagin turn its back to him, Den-O then gave another amused chuckle and ran up and kicked the Imagin on the back causing it to fall face first onto the ground again.

"Hmm?" Den-O lowered his foot then braced his staff against his shoulder and rubbed the chin of his helmet "Either you're tired from you battles with Senpai and Kotaro OR Senpai exaggerated you're strength"

"What?!" The Imagin stood and spun round to the blue clad warrior then spat out several globs of acid webbing. "Don't mock me!"

But Den-O just jumped up high over the projectiles which simply hit the ground and walls behind where he had been standing. He then flipped in mid air and landed behind the Imagin who spun round to spit another glob but Den-O wacked it on top of the head then delivered another jab to the chest forcing it back.

"Well in either case" He held up his Rider pass "I think I'll cut this short."

The Imagin tensed as Den-O slowly lowering his pass to his belt smirking beneath his helmet as the Imagin sweated. However just as it was about to go over his belt...

"OI KAME!"

(End song with a record scratch)

Momotaros in Den-O Sword Form appeared out of no where and pushed Rod Form over "Why didn't you call when you found this bastard?!"

Urataros gave a sigh then turned to his partner "Senpai I had no choice he was about to complete his contract."

"Whatever!" Momotaros took a few steps forward DenGasher sword in hand "I'm finishing this bastard."

"I don't think it matter who does it" Urataros shook his head and shrugged.

"Oi! You stole my kill back in the forest so its only fair I do the same."

"Um...Senpai" Urataros pointed at the Imagin.

"Hmm? DAAAAAH!" Momotaros cried as the they saw the Imagin climbing up the side of the building. Momotaros stomped his foot "Oi! Get back here!"

Just as the Imagin was about to climb over the edge a glowing blue line hooked onto the back of the creature's bonnet like head and pulled it back down with a thud.

"Huh?" Momtoros looked back to his partner who was holding his DenGasher staff like he had reeled in a large catch.

"I'm allowed to at least keep it from scurrying off Senpai?"

(Double Action Sword Form)

"Heh" Momotaros turned back to the Imagin "Yeah that works". He took a few steps closer to the Muffet Imagin as it tried to get the hook of its head but froze when it saw the red swordsman walking towards it. Momotaros then pointed his sword at him "Oi you survived my Hissatsu before" He lowered his sword and the Imagin could have sword it saw bright red eyes glowing through the red visor on its mask as he held up his Rider pass. "Heh heh. That's not gonna happen again."

He held the pass in front of the buckle.

"Full Charge!"

Red electricity left out of the flashing symbol and into the hilt of the weapon. He then tossed the pass aside and held his weapon before him "Hissatsu" the blade shot into up into the sky with a line of red energy connecting it to the rest of the weapon. "Ore wa Hissatsu Waza!" He swung the weapon from his right to his left the blade following it striking the Imagin. He then swung it back to the right and gain slashing the monster then held it up and swinging it downwards striking the Imagin right down the middle.

"AAARRG!" The Imagin cried before he became engulfed in another explosion this time finishing it.

(End song)

The blade flew back to weapon and Momotaros raised his head "Part 2!"

"Happy now?" Urataros asked bracing his staff against his shoulder.

"Yep!" Momotaros responded as he braced his own weapon against his shoulder as he turned to his partner "Finally squashed that bastard bug."

"He was an arachnid Senpai" Urataros corrected as Momotaros started to walk back in the direction he had come from.

The red swordsman paused then after a few seconds turned to his partner "...Shut up Kame."

He resumed walking and Urataros followed soon after with a chuckle.

---

"Hello! Helloooo! Is there anyone there?!" Weiss, still stuck to the ground, called "Just great" She sighed then heard several sets of footsteps coming towards "Hello? Someone there?" She tried to turn her head round to see who was there but she couldn't "Hey! Get me out of this!" A shadow stepped over here "Hey! Say something will OPH!"

The fencer was knocked out with a single well executed punch to the back of the head.

"Phew!" Hana drew her and back and gave her wrist a few flicks.

"Was that really necessary Hana?" Kintaros asked with a raised brow.

Hana turned to the 'Faunus' while Ryutaros started poking Weiss with a stick "Well if you have a better idea to keep her from asking questions let's hear it?"

"Umm..." The axe wielder blinked and his ears twitched.

"Just get her out of that stuff" Hana ordered.

"Right" The strong man complied walking over to the white haired girl and shooed his partner aside. He then bent down and grabbed a handful of the web and tried to pull it of but it barely budged "It's. Stronger. Then. It looks!" He growled then with a loud cracking sound he was forced on to his feet. He opened a gold eye and saw in place of the Schnee heiress was a small crater. He blinked then looked up and saw he was holding up Weiss and a small piece of the courtyard above his head. "Doh!"

"What are you doing baka?!" Hana cried while Ryutaros pointed and laughed at the sight.

"I think its stuck to my hand!" Kintaros said as he swung Weiss around to try and get her off but he couldn't.

As Hana started to berate him Momotaros and Urataros, still in their respective Den-O forms, walked round the corner. At sight of Hana telling off the gold clad strongman as he swung around Weiss and Ryutaros was rolling around on the ground. The two looked at each other exchanging a confused look beneath their helmets.

---

'Urgh! What happened?' When Weiss came to it was already dark and she was laying on a bench. She looked around and saw she was on a bench near the dormitories with a few lamps lighting up the courtyard. She sat up and placed a hand against her forehead 'Let's see I talked to Professor Port, he gave me some advice then...' the image of the spider like creature and the stranger in armour with those big orange eyes. 'I must have tripped and hit my head' she thought as she looked up at the partially full moon shining above. She took out her scroll to check the time "Oh no its past curfew!"

She then got up and ran for the dorms unaware of two pairs of eyes, one blue the other red which seemed to glow in the dark, the owners of the eyes turned to each other and nodded before they took their leave.

As Weiss neared her team's dorm room she dropped from a run to a quiet walk. She gently turned the handle and opened the door to be greeted by the sound of Yang's snoring on top of her blanket while in contrasted below Blake quietly slumbered beneath her blanket. As Weiss walked into the room she noticed a gently light beneath Ruby's tent curious she stood on the edge of her bunk and pushed the sheet aside and blinked in surprise at the sight of Ruby sleeping with a pencil in hand, with her scroll on her left side showing a bar chart and several books on her pillow with one open, and a lamp from her desk over head. Quickly glancing over the page Weiss noted it was a texted book on strategic aura use and the sheet of paper next to her hand showed she was taking notes from the book but fell asleep studying. Weiss' mind wondered back to what Ruby said in back in the forest "I'm not trying to show off. I want you to know I can do this."

'Maybe I should keep my promise of trying to be nicer' the fencer thought then gently nudged the girl awake.

Silver eyes blinked open then she jumped awake at the sight of fencer "Weiss! I-I was studying and then I fell asleep I'm sorry."

Weiss gently placed a hand over Ruby's mouth and raised a finger to her lips to prevent her from waking their teammates. She then noticed an empty mug on Ruby's bed "How do you take your coffee?"

Ruby blinked in surprise "I-I don't-"

"Answer the question."

"Cream and five sugars!"

Weiss sighed at the amount of sugar "Don't move" the dropped off the bunk then popped back up with a fresh cup of coffee as Ruby requested and offered it with a small smile "Here."

The little red reaper took the mug surprised at the heiress' change in demeanour from this morning "Umm...thanks Weiss."

"...Ruby" Weiss started "I think you have what it takes to be a good leader". Ruby smiled at the words. "Just know that I am going to be the best teammate you'll ever have" the heiress vowed returning the smile "Good luck studying." She then dropped down to the floor but popped back up to say one more thing as she pointed to some of Ruby's notes "That's wrong by the way." Ruby looked at the note she pointed out "Hey Ruby..."

Ruby turned to her partner who stood in the doorway to the team's bathroom "Uh huh?"

"...I always wanted bunk beds as a kid" Weiss admitted then closed the door while Ruby turned back to her studies with a beaming smile.

---

After making sure Weiss woke up safely Momotaros and Urataros headed back to the DenLiner for a well deserved cup of coffee.

As they walked to the dining car Momotaros turned to his partner "Hey Kameko."

"Yes Senpai?"

"How did you get find the Imagin and the girl first anyway" The oni like Imagin pointed a finger in his turtle like comrades face accusingly "Were you stalking her?"

Urataros turned and continued walking "Believe it or not Senpai I think I finally found a girl I DON'T want to reel in."

Momotaros stopped him by placing his hand on his shoulder "Seriously?" he placed his hand on Urataros' forehead "You feeling okay?"

"Very funny" Urataros replied swatting the hand away. Then the train shook almost knocking the two off balance. After regaining their balance Urataros turned to his partner "Besides we have bigger concerns" He pointed at the ceiling "like what is the cause behind this."

Momotaros nodded in agreement and they resumed heading towards the dining car as the DenLiner let out another chime as it raced along its tracks around the outer edges of the massive storm.

---

Next time on DENO

"Yuuto Zakurai versus Yang Xiao Long."

"AAARRRGH!"

"Yuuto!"

"Is he going to be okay?"

"How can I lead a team if I can't control my own power?!"

"Its his semblance. If he uses it too soon between uses then..."

"What do you suppose it'll do next?"

"I just hope Yuuto doesn't do anything reckless."

"Henshin!"

"Altair Form!"

"Saisho ni itte oku. Ore wa ka-na-ari tsuyoi!"

---

Wow I really need to learn to pace myself when I'm writing original stuff. If your wondering why I did the story like this it's because a partial inspiration for it was the RWBY/Garo crossover SSBR of Makai by EvaShinobiKaiserKnight (I asked and they gave me permission to credit them) namely the heroes undercover at Beacon idea. And Kamen Rider Den-O was what popped into my head to use mostly because they are similar to Team RWBY a few ways, team RWBY are partially based on fairy tale characters while the Taros are based on Japanese folktales and each consists of four members each with a different colour, style and fighting technique. And while the Taros' ability to possess characters is classic I wanted to try something a little different. Anyway thank you for reading and feel free to review.