A/N: Here we go. Also thank you to all 200 of my followers, you guys make my day every day.

"AARRRGGHHH!"

Fenrir was yet again sent spiralling through the air just to crash down hard onto the floor. With shaking legs, the Grimm got back to his feet and turned to face his opponent. Above him, he could see the holographic screen displaying his aura level.

It was already nearly empty.

It was the Alpha's third bout in the sparring ring in as many weeks, and from the looks of things this fight would end just as the others had done. This time the Wolf's opponent was the quiet male he had met last Saturday alongside Nora (Ren was his name if he remembered correctly). Fenrir had observed this male fight in the ring before, but he was in no way prepared for the onslaught that he had so far endured.

Ren's speed and agility far exceeded his own, the thin male able to zip around the Grimm like a mouse circling a lumbering Rhino. On top of that, like all the other humans, Ren had a weapon whereas Fenrir could only rely on his fists. The male's weapons were two green pistols with curved blades attached to the bottom and while the bullets didn't do a whole lot of damage to Fenrir's aura, they were certainly annoying, and the Alpha's irritation only caused him to get sloppier as the fight progressed.

And that short-sightedness was promptly exploited by the Grimm's opponent who used the openings to attack with his blades, which were much more painful and much more aura consuming.

Shaking his head to clear the dizziness, Fenrir observed his opponent from across the arena. The long-haired boy's stance gave no openings for the Grimm to take advantage of and his eyes were trained on the wolf Faunus at all times.

The Grimm seethed as he realized that this was another fight he was going to lose, another blow to his pride that this school just seemed intent on destroying. It was beginning to get tiresome for the Beowolf just how often these humans kept one-upping him.

"Still" He thought as he clenched his fists in rage "I'll be damned if he thinks I'm going to just roll over and give up for him!"

With a roar of defiance, Fenrir charged towards Ren intent on landing at least one blow on the Magenta-eyed boy.

Ren was expecting the careless attack and as the larger teen drew near, he leapt above the charging Faunus and peppered him with bullets from above. Fenrir stopped just before he hit the wall and grimaced in pain as the dust rounds were absorbed by his steadily depleting aura. Turning back to face his opponent, Fenrir wasted no time and brought his leg up in an attempt to roundhouse kick Ren in the face.

A kick that was swiftly ducked under by the smaller male with ease. The continuous momentum from the kick threw the Grimm off-balance and he stumbled to the side. This left his back once again exposed to Ren, who wasted no time in capitalizing on his opponent's misstep, showering him with another round of bullets and then following that up with several slashes from Stormflowers blades.

Fenrir recoiled in pain from every blow struck. In a last-ditch effort to cease the attack, he swung his arm behind him in a wide arc. Miraculously the blow struck true this time, equalling into a vicious backhand to the face that sent Ren staggering backwards.

Forcing his aching muscles to move, Fenrir stood back up and kicked Ren squarely in the chest, punting him across the sparring ring. As Ren rolled along the floor, the Alpha sprinted after him and leapt high up into the air, intending to bring both arms down on the smaller male and bury him into the ground.

As he reached the apex of his jump however, Fenrir failed to notice the shimmering blue glow that started to envelop his arms. Ren however did take note of his opponent's sky blue, aura covered limbs as they descended towards him, and nimbly rolled out of the way of the impact zone.

The resulting shockwaves from the blast however, were so mighty that they sent Ren skittering along the area floor as large chunks of concrete were flung up into the air and the entire classroom was blinded by an intense, cobalt light.

Those closest to the arena also felt strangely cold for some reason.

Fenrir lay gasping for air in the newly formed crater, marvelling at the sight of his now brightly glowing arms and the large, frost covered imprint's he had left in the ground from his fists.

This fascination however was quickly replaced with panic as Fenrir's pulse started to quicken, his chest started to tighten, and his skull started to feel like it was being crushed in-between a Deathstalkers pincers.

"No… Not again!" Fenrir screamed inside his head as once again, his arms started to shake and vibrate at unnatural speeds, blue energy arcing and crackling off his body in fits and bursts "WHATS HAPPENING… DUST HELP ME!"

Before the Grimm could even attempt to regain control of his body, Ren reappeared through the smoke and swiftly delivered an aura charged palm strike to Fenrir's temple. The resulting burst of Magenta coloured energy sent the dazed Grimm pinwheeling through the air and slamming hard into the arena wall.

And just like that the match was over.

Fenrir groaned on the ground, his body completely spent and a migraine slowly building at the back of his skull. Looking to his arms, the Beowolf's eyes shot open in shock as he saw the blue energy around his arms, steadily evaporate into the air. He then realized his hands had stopped shaking.

The following announcement from Glynda however, quickly made the Grimm figure out why his sudden body spasms had miraculously stopped.

"And the match goes to Lie Ren" Glynda called out as she walked into the middle of the arena, clipboard in hand. "Very well-done Mr Ren, but keep in mind that just because you have your opponent in a corner, does not mean that they are completely at your mercy, always be ready for any sudden, surprise attacks"

Ren, having already stowed his weapons back inside his sleeves, nodded silently towards the blonde huntress. Glynda then turned to face Fenrir as he stood shakily back to his feet.

"As for you Mr Lupus" her tone just as clipped and icy as always whenever she addressed the wolf Faunus "Might I suggest rethinking your attack strategies to something other than blindly rushing forward and hoping to land a strike"

Fenrir growled lowly to himself, looking up at the giant glass monitor that showed him his completely depleted aura, not even a sliver of red left in the bar. With the match over, the two combatants walked out of the arena as Glynda looked to her scroll to determine who would be fighting in the next match. Fenrir kept his head low the whole time, his anger steadily boiling away under the surface.

Unbeknownst to the Grimm, Ruby looked at the Faunus with concern written across her face. She had been one of the people closest to the arena when the Alpha had slammed into the ground and she could still feel slight shivers run through her body from the sudden blast of frigid air. In that moment Ruby had seen the leather wearing boy's aura envelop him. It was large, but wild, untamed sparking off him in giant blue bolts of energy.

And she wasn't entirely sure but, she could have sworn she could see the Faunus spasming on the ground in what looked like pain.

"It looked like he couldn't control his own aura" Ruby frowned in concern, her mind frantically going over what she had just seen. The boy was strong, that much was certain, but it seemed like he just couldn't get a grip on his own power.

All at once a lightbulb went off inside Ruby's head as an opportunity to get on the Wolf's good side presented itself to her.

"I know, maybe I can help him with controlling his aura. That'll definitely get him to like me… or at least stop hating me"

Whilst Ruby started going through the finer details of her plan in her head, Fenrir sat at the back of the class, rubbing his temple in irritation as his headache only worsened.

And a tiny puff of black smoke seeped out from the corner of his lips.

"I don't feel good"

The rest of professor Goodwitch's class passed at an agonizingly slow pace in the Grimm's opinion. Ever since his match against Ren, the Alpha had felt the migraine in his head steadily worsen with every passing minute. This in turn fuelled his gradually rising ire, which just fed into his headache even more.

A vicious cycle to be sure.

It got to the point where the second class was dismissed, Fenrir was the first out the door. He didn't even want to go to the cafeteria it was that bad.

"Maybe if I just go back to my room and rest for a few minutes, I'll feel better"

As Fenrir turned to walk back to his safe place however, a distinctly female voice called out to him that made him freeze in place.

"Hey Fenrir, wait up!"

"Oh, for the love of Oum, not her, not now!"

Unfortunately for the Grimm, the lunchtime crowd had already amassed in the narrow hallway, making a hasty retreat impossible for the large Faunus. For the much smaller Ruby however, making her way over to the Alpha was a breeze with a few precise uses of her semblance. In an instant, the silver eyed girl was directly in front of the Grimm, blocking his escape in a flurry of rose petals.

"Hey there" Ruby called out cheerfully, oblivious to the mortified look on the teens face as he watched the rose petals float through the air. "just thought I'd come and say hi and hit you with an idea I had during class"

Fenrir barely even noticed the girl in front of him as he watched the red petals float lazily in the air, his mind flashing with unpleasant memories.

The pain of a giant scythe, the agony of his body being twisted and reformed into something different.

The steely determined gaze of a pair of molten silver orbs.

"So, I couldn't help but notice you were having some trouble with your aura during your fight with Ren" Ruby carried on, unaware of the mans steadily rising panic. From the side however, Weiss curious of where her partner had run off to, watched from the side cautiously as she took note of the mans steadily rising breathing and how his skin seemed to be getting alarmingly paler.

"Well, if you want, I could help you get a better control over your aura so you're not getting your but kicked so quickly in the ring, whaddya say?"

Finally, Fenrir took notice of the fact that the red-headed girl was speaking to him, but when he processed her words, his irritation quickly shifted to anger.

"She beats me in combat, nearly kills me, transforms my body into this weak, feeble form, and now has the NERVE to try and teach me how to fight!"

Ruby was about to carry on explaining to the Grimm how she intended to assist him but was then rudely cut off by the Alpha.

"No" He growled out through gritted teeth, stopping the smaller girl right in her tracks.

"Huh?"

"I… don't need your help… go away!"

Fenrir hoped that would be the end of it as he roughly shoved past his silver-eyed tormentor, his headache now elevated to the point where his brain felt like it was in a vice.

He only made it a few steps however when a hand firmly grabbed his sleeve and was nearly yanked backwards.

"Now wait just a minute here!" a new voice called out briskly.

Turning around revealed the newcomer in the unwanted conversation was none other than Weiss. Fenrir was about to speak up but was cut off yet again by the heiress.

"All Ruby was trying to do was give you some help, which quite frankly you need if your performance in the area is anything to go on, and you respond by shoving it back in her face for no reason"

Weiss had told Ruby to be patient with the wolf Faunus, rationalizing that maybe Ruby just reminded him of someone unsavoury from his past, but his behaviour just now clearly went beyond that, and now even she was running out of patience for the larger man.

Ruby meanwhile just looked on awkwardly, pointer fingers tapping against each other as they always did whenever she was embarrassed.

"Weiss it's ok, he said he doesn't want my help"

"No Ruby it's not ok. With everyone else he's been at least somewhat civil, but with you it's almost as if he can't stand the sight of you. And I want to know why?"

Fenrir was starting to see red as he looked down at the small, HUMAN hand clutching onto his sleeve roughly.

"Let go of me" he whispered in barely contained fury

"No" Weiss responded sharply, unaware of the fact that they're steadily heating up argument was attracting the attention of some of the students in the hallway including the other two members of team RWBY.

"You either explain why you have a grudge against Ruby, or you can forget about getting assistance from me or anyone else here!"

Fenrir's head was pounding furiously now, and the corners of his vision were starting to turn cloudy.

"Is she Threatening ME! This PATHETIC MISERABLE PILE OF DUSTLING TRASH! WHO DOES SHE THINK SHE IS."?

"Well, lets hear it" Weiss carried on, unaware of Fenrir's rapidly deteriorating mental state. Ruby however was starting to see tiny, thin black trails of smoke started to dribble out of the corners of the boy's bared teeth.

And now she could definitely see Fenrir's deep blue eyes occasionally flash to a burning crimson.

"It… is….. none… of your CONCERN!" Fenrir barely got the statement out before his head suddenly felt a spike of pain lance through the base of his skull.

"Ruby is my team mate so yes, it is my concern. Why do you dislike her so much, answer me!"

Fenrir suddenly yanked Weiss's hand off his arm and gripped his head in agony, his heartrate accelerating and his limbs starting to heat up as the blood raced through his body.

By this point everyone in the hallway was watching the confrontation taking place between the Schnee heiress and the mysterious wolf Faunus.

And all present would remember what happened next till their dying day.

Fenrir started violently thrashing, yanking on his own hair in pain as his body started to twist and writhe in pain. His growls steadily grew lower and more guttural and then with a thunderous roar he turned and smashed his fist into the nearby stone wall.

Gigantic cracks spiderwebbed out from the impact zone, as people started to back away from the Faunus in alarm, even Weiss seemed apprehensive about what was going on.

Now everyone could see the small black vapour lines rising out from across Fenrir's body as his last conscious thought ran loudly in his head.

"The only solution I can think of is if we completely depleted your aura"

Those were the words Ozpin had spoken to him in the cave where he had first become Fenrir Lupus, and now the mans theory had been proven correct.

Fenrir's aura was completely extinguished.

And he was boiling over with rage and hatred.

Slowly the Grimm turned back to face Ruby and Weiss, but when he opened his eyes, the two huntresses in training backed away in horror

As they stared into a pair of dark red, burning eyes with blackened sclera and a voice that was almost inhuman snarled out at them.

"YOU…DID…THIS…TO ME!"

And then before anyone could stop him, Fenrir reached up with ghostly pale hands to his own face, and then started to violently tear the skin from his own face off.

Blood spewed out from the freshly made wounds, as the beast roared in agony as the white flesh was roughly torn away from his own face, revealing the dark red muscle and tissue underneath. Ruby's skin crawled with revulsion and terror as the Grimm ripped the last few scraps of skin away from his face.

For a moment there was silence

And then the Grimm turned to look up towards Ruby, with a haunting, crazed grin taken straight from the pages of a horror story as blood dripped down through his fanged teeth.

And then he exploded in a jet-black plume of smoke and ash.

Those closest to the Grimm were suddenly shoved backwards from the violent gusts of wind as the hallway was enveloped in inky blackness. Ruby's leader instincts kicked in as she brought Weiss behind her, ready to protect her teammate from whatever stepped out of the black column of smoke that had once been Fenrir Lupus.

The silver-eyed girl could just barely make out the sillohuete of the boy as he stood motionlessly in the centre of the smoke storm.

However, she could see the hellish red eyes as they glared at her through the fog, burning like hot coals against an oil slick.

And then the body started to grow rapidly, the shoulders broadened, the legs shifted in on themselves, the arms lengthened out all the way down to the floor.

And the face shifted to form a muzzle and snout.

And then all at once the black smoke vanished and in its place was something every human learned to fear from the time they were children.

Charcoal black fur

Bone white armour and spikes

Fangs as long and sharp as daggers

Claws as deadly as spears

And eyes the colour of flames, burning with hate and malice

The enemy of all humankind, stood before them

A Grimm had arrived at Beacon academy.

Immediately panic and pandemonium swept through the corridor as the younger students dashed away in fear, some screaming in terror, while the older students rapidly went to grab their scrolls to call for their weapons.

Team RWBY on the other hand could only stare on in shock at the sight of the monster that, up until a few seconds ago had just been a fellow classmate of theirs.

But now Fenrir Lupus was gone, and only a very angry Alpha Beowolf remained in his place.

"RROOAAARRRGGGHHH!"

Letting loose with an ear shattering roar of hatred, the Beowolf charged towards the four females, claws extended with the intention to slice through the Dustling's like butter. Quickly the four nimbly dodged the outstretched paws of the Grimm as it slashed at the ground where they had once stood.

Ruby's head was a chaotic mess of thoughts as she stared at the giant Wolf monster that towered over the group.

"Fenrir's… a Grimm? What… but, but how?!"

As the Beowolf turned to face the redhead however, Ruby noticed a unique feature on this Grimm that was the final piece needed for Ruby to finally put the puzzle together.

A long red scar that ran along the beast's chest, stopping just above the Grimm's heart.

All at once a flash of memories assaulted the confused would be huntress.

Her sister in the clutches of the monstrous Grimm, Crescent Rose slicing through the Grimm's chest just in time and then punting the wolf off the side of a deep, dark cliffside.

"Ruby!" Weiss called out in alarm as she rushed towards the stunned girl.

Ruby was so engrossed in her own recollection that she failed to notice the Beowolf once again lunge at her, fangs gleaming like polished steel as they prepared to sink themselves into her neck.

Mercifully Weiss was able to pull Ruby out of the way of the imminent danger.

This second miss just caused the Alpha's rage to further be increased as it darted its head around in a rabid frenzy, drool and spittle flying from its maw. Quickly the Grimm rounded back on to the silver eyed girl as she backed away slowly from the enraged beast.

Weiss darted across to the area where Fenrir had struck the wall earlier and yanked out a loose brick before hurling it towards the Alpha, the stone bouncing off the Grimm's ivory coloured mask.

"Hey, you want me? Come and get me Grimm!"

The beast howled in rage at the white-haired girl as she furiously sprinted away from the scene, using her Glyphs to give her an extra burst of speed as the beast bounded after her.

As Ruby got back up to her feet, she was immediately swarmed by her older sister

"Ruby are you ok?" Yang said, worry written all over her face

Ruby took a moment to steady her breathing before turning to address the rest of her team, painfully aware of the Beowolf's roars echoing through the now deserted hallway they were standing in.

"I'm fine, Blake go get professor Goodwitch, let her know what happened"

Blake nodded before sprinting down the opposite end of the corridor, towards the sparring arena. Ruby then turned toward Yang, already in the process of pulling out her own scroll to call for Ember Celica.

"Yang, we need to go help Weiss and get… the Grimm away from the school."

With their plan in motion, the two sisters raced after their white-haired teammate, Ruby making sure to call for Crescent Rose's assistance on the way

Ozpin was sitting quietly in his study when the alarm pinged from his scroll, showing he had a message from Glynda.

When he opened his scroll to read the message however, his expression darkened as the worst-case scenario had just become a reality

The Grimm has changed back, he's running loose in the school.

"Oh no"

All at once, Ozpin was striding quickly out through his office door, cane in hand as he rapidly descended the stairs to find the young Alpha before he caused any kind of irreparable damage.

To either the school, the students, or himself.

A/N: Welp, the cats out of the bag now. Or should I say 'wolf' eh? Ok in all seriousness, I have some more aesthetics to go with the Jacket, Gloves and hairstyle of Fenrir that I showed in chapter 6/7. As always leave a review of your thought and I will see you in the next chapter.

. /itm/FRUIT-OF-THE-LOOM-SWEATSHIRT-JUMPER-PLAIN-GREY-S-XXL-/330402912140

men/navy-skinny-jeans/shop/dark-washed-indigo-stretch-skinny-fit-jeans-183076#

Fila-Shifter-Synthetic-Hiking-Boots/dp/B0188OZT3W