Disclaimer: I do not own RWBY. RWBY is owned by Roosterteeth and created by Monty Oum.

Notes: ● " = verbal communication
● ' = thought

● The time of the story starts at the same time as RWBY Vol. 1

●From Act 6 on, the story moves into RWBY Vol. 2 and 3

●Please note this is a way of me dealing with the heart break I felt in Vol. 3 so I may not follow the plot exactly.

● As little to no information has been given on Shade Academy and its staff, some info is subject to change.

Team AATS (ARTS)

By: Davescifi

Act 13: Nightmares of Flesh and Darkness

Part 1: Shade Academy Training Grounds: Several days after Act 12,

The early morning hours passed as the members of Team AATS carried out their morning practice routines. At the moment Alex and Talia were dueling each other with Alex helping Talia to create more powerful summons. As the two stopped for a break, they saw Aki and Talia practicing with their swords; Silvia only using her katana as apposed to both swords, Silvia determined to teach Aki and Aki determined to learn and at least beat Silvia once as, despite several near wins, Aki had lost every dual to Silvia's skills and the fact that Aki refused to use her guns or wrist blades. As Alex checked her watch, she found the dual was lasting longer than any of the others. A few moments later, Aki saw what she needed to do and changed from a reverse grip style for a few attacks to a normal grip for a few attacks and back again, something Silvia had been trying to get her to try to do, and threw Silvia off guard allowing Aki to disarm Silvia and kick her to the ground. Silvia only smiled as Aki had finally seen what she had been doing wrong and had won the dual.

"Finally figured it out," Silvia joked as Aki helped her up, "I may have to start using both of my swords."

"Not like I can stop you," Aki relied as the two faunus put their swords away. The four then huddled, "Saw those new summons. They should be real useful." Suddenly the scrolls of all four went off; the girls checking and finding it was Shard telling them to get to the police station ASAP.

"And here I thought the rest of the day was going to be boring," Talia joked.

"Not on this team," Alex replied as she put her scroll away, "Alright team you know the drill." The four then began a sprint to the police station, wondering what was to come.

Part 2: Vacuo Police Station,

Team AATS' sprint turned back to a walk as they entered the station to find Shard waiting for them. The four took a moment to catch their breath. Shard and the tram walked to the mission room to find Specter, Stone, Stitch, and several elite police units waiting. Team AATS instantly got the hint; Coral's second lab had been found. Stone explained that one of the detectives had caught wind of someone buying outdated lab robots and found it was Sander doing the buying. The look of the four girls' faces just screamed to get in on the action. Stone explained where the location was and what the plan of attack was going to be; a two part pincer attack with Shade Academy coming at the lab from one direction and the police coming from the other. Specter informed the group that Stitch and he were coming as well. Soon everyone was ready to go and hoping that with this next raid, the nightmare that was Coral would be brought to an end.

Part 3: Underground Tunnel,

As per the plan, Shard, Specter, Shard, and the team entered from what appeared to be the least likely entrance. Aki and Silvia acted as the scouts with everyone else in tow. At first the plan seemed to be working. However, as the group entered what appeared to be an old train car loading area, they found that as opposed to the usual Pure Human League grunts, the area was being guarded by what appeared to be outdated, but modified, guard robots armed mostly with bladed rifles. Not wanting to give themselves away too soon, Shard had Aki trace the search route of the machines and the team slowly walked past the machines. Once clear, Talia placed a few trap glyphs in the event the robots were called to help. With the danger past, Specter walked next to Stitch.

"You know Stitch," Specter started, "I can't say I agree with you coming along." Stitch said nothing as he looked ahead, "What are you hoping for? Do you think you can get you former student to stop?"

"Highly unlikely," Stitch answered catching Specter off guard, "My main concerns are the poor souls that Sander and Coral have been keeping and using. Plus I want to know what he is helping Coral do in relation to the Grimm that AATS and Shard encountered."

"Alright then," Specter sighed as he hated the idea of their best doctor being in danger, "But a fight breaks out you get out of the way."

"Stitch can hold his own Specter," Shard commented before they saw Aki and Silvia give them the signal that more guard robots were ahead. As the group got closer to the automatons, they saw that the robots were guarding one of the entrances that Stone had briefed the group on, "Talia check for traps." Talia did so with her sunglasses, running her line of sight around the area.

"Nothing on the outside," Talia informed the group.

"The guard bots are all linked," Aki added, "We have to take all of them out at once." Specter motioned that he would do the deed before bringing out his weapon; a kanabō with large spikes and a trigger on the handle. Specter raised the weapon into the air before pressing the trigger. Suddenly all of the spikes launched out of the weapon, each spike attached by a wire. Guided by Specter, the spikes found their targets and rendered the robots nonfunctional without them blowing up. Specter grinned before Shard gave him a look that just screamed for him to grow up; the huntsman just shook his head no. The team just sighed before they went to the entrance. Once again finding no traps, Aki and Talia hacked the door open while Alex and Silvia stood ready to counter any attack that might come from the other side. However the scrolls of Shard and Specter went off, informing them that Stone and the police were engaging a handful of Pure Human League grunts with many robots backing them up.

"We need to help them," Silvia stated.

"No," Shard replied, "The police are doing their job so we can do ours. Let's go." The group ran into the building. Finding the inside to be darkened, Shard looked to Alex, "You have something for this darkness I believe."

"Right," Alex said before she raised her left arm and her bracelet began to glow, lighting the area. However, the light attracted automatons that were blended into the walls; not that it mattered as the group quickly took care of the attackers. Soon the group reached the end of the hallway and entered what seemed to be the main lab. In the lab there were several glass tanks, each holding what appeared to be Grimm surrounded in fluid and apparently asleep.

"Welcome," a female voice stated before a force field activated in front of the group and one the other side was Sanders and Coral who was wearing her cloak covering her from head to toe. Coral noticed who was in the group, "Cactus Specter it has been too long."

"Not long enough witch," Specter replied in disgust, "Forget your manners? Why don't you take off the cloak?" Sander only grinned as Coral began to do so. Everyone was stunned as Coral now displayed several snake physical qualities including snake-like eyes and snake-like skin, "Coral what in the name of Remnant have you done to yourself?"

"I have reached my goal of being like my mother; a faunus with Multi-trait Syndrome," Coral answered, "All thanks to the DNA of one Silvia Tachi." Everyone looked at Silvia who was quickly enraged, "You see I had a sample of my Mother's DNA but was never able to find the gene responsible for Multi-trait Syndrome. However with Silvia's DNA to compare I was successful in finding what I needed."

"When did you get a sample...," Silvia questioned before it occurred to her, "When you punched me in the stomach." Coral only grinned as she saw she was getting under Silvia's skin, "As I said during our last fight, you are a disgrace to faunus everywhere." Silvia stopped herself from going any further as she could tell Coral was trying to use her pride against her.

"I disagree," Sander responded, "Don't think you speak for all faunus Tachi."

"And don't you think you're doing faunus any favors," Aki countered, "You're no different from White Fang or the Pure Human League."

"Why because we sacrificed a few humans for the greater good," Coral asked, "You should be thanking me Aki Muse."

"That's Aki Muse Tachi you snake," Aki said, "You two are going to pay for what you have done to all of your victims both human and faunus."

"Let's put that theory to the test," Coral asked before Team AATS was separated from their adult support by another force field. Suddenly the floor panels under Coral and under the team opened, causing the five to fall." As the team fell into darkness they could hear the adults calling out to them. However, the four had little time to worry about it as all of the team saw the ground below them and prepared to land. Landing on their feet, the four found themselves in a decently lit area and heard clapping before seeing Coral in front of them. Coral only grinned as she threw her cloak off and brought out her whip and spikes before Team AATS drew their weapons. The snake faunus just looked at her opponents, sure she would beat them easily as before, "Shall we start round two Team AATS?" The team responded by guarding, inviting Coral to make the first move, "So be it." As Coral charged, a part of her wondered what was going on above.

Lab ground floor.

"So much for them," Sander smirked, drawing angry looks from Stitch, Specter, and Shard. Sander only smiled, "Dr. Coral should be finished with them soon. Guess there's nothing to do until she returns." The hamster faunus then noticed Stitch's fists closed and shaking, "Old bear."

"Sander what is the name of all that is good is wrong with you," Stitch questioned, "You have went against all that you swore to uphold." Sander gave no response but just looked at the bear faunus, "What you've done, especially to those children; did the TK Sander I knew and taught die with Judy Warmer?" Sander's smirk turned into an angry frown, "Would she..."

"Don't you dare use her name," Sander yelled, "Judy died a senseless death and not one human cared despite how kind she was to them. Humanity needs to go Stitch and I will not allow anyone to stop Coral's vision. So a few deaths occurred, most of them were either PHL fools or humans that needed to die so good riddance." Specter and Shard could tell that Stitch was horrified at what he was hearing, "I believe Aki put it best that all not monsters are Grimm and some people are worse than the Grimm."

"That includes people who are faunus as well," Specter countered, "Speaking of which, what have you done with the faunus children and the faunus and human adults you captured?"

"Oh the faunus we had the slavers and PHL capture are safe away from here," Sander answered before a grin came upon his face, "As for the human adults, well some of them are around you." Shard, Stone, and Stitch looked to the containment pods in horror before looking back to Sander who had a wicked grin on his face, "That's right, all of the Grimm in those pods were humans injected with the compound and Grimm genetic material." Sander saw the looks of confusion, "Yeah your Grimm parasite idea was completely incorrect though it was an interesting and understandable idea with all of the blood sprays. Truth is the Grimm genetic material just doesn't work well with human DNA and the mutation causes massive, rapid, damage to the subject's body resulting in loss of blood. Thankfully the subject does heal fast but very little of the human remains making it near impossible to tell the difference. In fact even real Grimm don't seem to be able to tell."

"Are you out of your mind," Stitch screamed with a fury, "You were one of my best Sander. You had to ability to do so much good and instead you help create these abominations." Stitch then caught himself and calmed down, "You truly are my greatest failure. What could I have done to have kept you from this?"

"Nothing," Sander answered, "The TK Sander you knew and trained died with the one he loved." Suddenly the floor shook as if an explosion had occurred underground, "Seems they're going at it. I guess Coral is taking her time."

"Don't be so sure," Shard replied before she saw a few of the pods holding the humans-turned-Grimm open, Sander sending them at the three adults.

Underground:

The underground shook with force as Coral engaged Team AATS in a show of force. While Coral was holding her own, and still holding back a little, it was clear to her that the fight was not going to be the one-sided contest that their previous battle was. However Coral soon saw that the team was holding back as well. Coral then jumped back to give herself some space from the team.

"Well you four have improved a lot," Coral commented as she planned her next move, "I guess I'm going to have to pull out all of the stops." Coral's commented was met by the four teenagers grinning as if to say bring it on. Coral proceeded to attack, going to Alex in hopes of throwing the team off. However, Aki jumped in the way, using her left arm wrist blade to parry Coral's whip before Coral saw Aki was drawing her sword to counter. Coral dodged the blade and jumped back before Aki launched a sound wave attack. Coral braced herself for a wide-spread attack but suddenly felt like a giant fist had struck her chest and stomach knocking the wind out of her, 'She can focus and shape her sound waves now?' Silvia then ran at Coral, shadows extending the length of her swords but were letting off red mist. Coral saw that Silvia was infusing her shadows with dust and jumped high into the air to dodge, the blades barely missing. The snake faunus laughed before she saw Alex as in the air, wing-shaped constructs coming from the bracelets she was wearing, 'She can fly?' Alex struck Coral with the wings, sending Coral to the ground before Silvia attacked again, this time her shadows letting off blue mist. As Silvia's blades connected to Coral's whip, the whip began to be encased in ice, causing Coral to have to release the weapon. Talia proceeded to use a glyph to launch Aki at Coral; Aki holding her sword and firing her gray handgun. Suppressed by bullets, Coral was unable to move and Aki's sword connected the very tip cutting into Coral's face before Coral jumped back. While Corals aura quickly treated the wound, her temper began to flare as she was the one being pushed back despite what she had gained from her new snake traits. Coral looked at her four attackers with bloodshot eyes, "How? How did you four get so strong in such a short time?"

"We learned from the butt kicking you gave us last time," Alex answered, "Now surrender."

"And let my dream die," Coral laughed, "When I'm this close? Sorry but no; Shard may have stopped me three years ago but you will not."

"Your dream is about to become your nightmare," Silvia replied, "Just like the nightmare you've been to so many."

"You should be thanking me," Coral stated before looking at Aki, "Especially you Aki Muse Tachi. Would I be wrong in saying you two are much closer as two faunus sisters?"

"You're right," Aki responded as she pointed her guns at Coral, "I suppose I should thank you. My turning into a cat faunus has been a blessing to me especially the near-death experience it put me though. My transformation has brought me closer to my family. However, that does not change what you have done. All the innocent lives you've ruined just to get what you want."

"Enough of this," Coral moaned before she called Taijitu she had held in reserve. The snake-like Grimm coming to her, "Kill them." The Grimm proceeded to attack amass giving the appearance of a flood.

"I got this," Talia replied before she brought forth her human-shaped summons and sent them at the Grimm. While the Grimm seemed to overwhelm the summons, Coral noticed Talia seemed calm. Talia then smiled, confusing Coral before she saw one of the summons change into a cage that trapped the Grimm with the rest of the summons, "Sorry Coral but my summons are custom made, each one is not also a summon but also a trap." Suddenly the other summons changed into various traps and destroyed the Taijitu amass. Coral's face only showed rage at how she was running out of options, "As Alex said surrender."

"Never," Coral yelled as she threw several spikes and charged at the group with her mouth wide open, her fangs showing. While the four dodged both attacks, the team found Coral was actually going for her whip, breaking it free from the ice. Coral then send out a wave of aura to knock the girls back and hopefully open them up for further attack. Recalling the attack from the last battle, Silvia and Alex used shadow and light to block the attack before Talia and Aki responded with gun fire only for Coral to use her improved flexibility to evade. Coral began to see she once again let overconfidence get the best of her and decided to cut her loses. However, Silvia managed a surprise attack, sending an arrow shaped shadow at Coral, which went through her aura defense and into her side. As all of Team AATS prepared to make good on Silvia's hit, Coral pulled the arrow out and jumped up the hole she had dropped from, disappearing from sight.

"Oh no you don't," Alex replied as she looked to the hole the team had came through, "Everyone grab unto me. I'll make wings and get us back up to the lab."

"Right," Aki, Talia, and Silvia replied before wings of light attached to Alex's bracelets and the girls went into the air.

Lab ground floor:

Sander watched from behind the safety of the force field as several of the former humans, now Grimm, attacked Shard, Specter, and Stitch. As Shard expected, Stitch held his own as the bear faunus used his bare hands to fight, striking weak points and breaking the necks of many of his attackers. Specter then used his semblance, turning himself into a shadowy mist which allowed him to attack several of the Grimm at once without them being able to touch him. Once the coast was clear, the huntsman then tried to attack Sander, only to find the field blocked him. Specter jumped back and turned back to normal; his body becoming flesh and blood again.

"So that field stops even my Phantom Death form," Specter asked before Sander smiled, "Coral was expecting me. She's the only one who could have figured out how to do it." Suddenly Coral came out from underground, everyone seeing she had been on the receiving end a beating as she was holding her side. Sander then noticed the blood coming from the wound caused by Silvia's attack.

"Dr Coral," Sander called out before he saw Team AATS appear. Aki and Talia used their scanners to locate the weak points in the field and targeted them, destroying the only thing between the team and their targets. Alex and Silvia went next, sending blots of light and shadow at Sander and Coral. However, Sander held his cybernetic left hand out and caught the attacks but at the cost of his arm which basically broke apart up to the point where the cybernetic and the flesh joined. While painful, Sander fought it off and grabbed unto Coral before looking back to the group, "This is not yet. Computer release all Grimm in stasis and overload data drivers." Sander then brought out a smoke grenade and threw it to the ground, the weapon covering the area in smoke, "If you survive you can have the place. Just a throw away. Sorry if you thought this was our base of operations." Alex threw her fans at Sander and Coral but found she had missed as the fans returned.

"We'll deal with them later," Specter stated as Shard and Stitch looked at him, the three silently agreeing not to say anything about the Grimm they were about to fight having once been human. Everyone prepared to fight as Grimm of Ursa and Beowolf type broke out of their chambers and attack. While the fight was challenging due to the unusual amount of smoke from the grenade, the three adults and the team stayed calm and picked off the Grimm as they attacked. Soon the threat was past as Stone and the police broke into the lab and helped finish the Grimm off. With the coast clear, everyone caught their breath before Aki checked the computers and found nothing. Stone and the team could tell Stitch was infuriated.

"Stitch what is it," Stone asked.

"All of these Grimm we took down, as well as the Grimm on the airship and in the other lab, were human", Shard answered, causing Stone, the police, and the team to look at her in shock and disbelieve, "Our parasite idea was completely wrong. Coral and Sander used the mutagenic compound to infuse Grimm genetic material into human bodies."

"That explains why those Grimm seemed off to Aki and me," Silvia replied as she looked at the pods in disgust and felt pity for those they had to destroy, "Aki was right about some faunus making the Grimm look preferable."

"Those two are not faunus," Stitch growled before taking a deep breath, "Those two are demons. I can only hope the minds of these poor souls were destroyed so they did not see what they were turning into."

"If only we had taken Coral and Sander," Alex started, "If we had only been faster."

"Specter and I should have followed up on the attack you four made," Shard sighed, "Don't blame yourselves." The team showed they understood.

"So what now," Talia asked, "Seems this was nothing but another trap."

"Nothing I can pull from the computers, not with what I've got," Aki stated, "Might have better luck at the lab."

"I have people to secure the area," Stone said as he knew Stitch and Silvia wanted to leave, "Why don't you seven head back to the station." As the group left, Stone could tell that Stitch was blaming himself for Sander and hoped he or one of the others would be able to convince him that he was not to blame. Stone then looked around and knew he would have to talk to Voyance about what should be done about Coral and Sander.

Part 4: Shade Academy: Voyance's Office: Some time later,

"Turning humans into Grimm," Voyance asked as Specter, Shard, and Stone explained what had occurred, "I was afraid this would happen. We cannot allow this to get out to the public."

"Agreed," Stone sighed as he hated keeping the public in the dark, "But what of the council?"

"I'll take care of it," Voyance answered, "However I have to wonder how the PHL has not picked up on this."

"They're idiots," Shard answered, "I'm more worried about what to expect next. Coral succeeded in her goal of having multiple snake traits but she's not stopping."

"We also need to keep Dr. Stitch away from any more raids," Specter added, "He's blaming himself for Sander and with that temper of his..."

"I know how he feels Specter," Voyance responded as she recalled how she felt when she learned the truth about Coral, "May you never know that pain. Still you are correct." Voyance then looked at her watch, "Shard will you head back to the station and keep an eye on Stitch?" Shard then left before Voyance looked to Stone who, like Specter, was part of the Ozpin's group, "I know you hate keeping the public blind but we cannot afford a panic."

"It would bring the Grimm I know," Stone said, "Still I'm surprised you have not brought Shard into the fold."

"We wanted Shard to recover from her injuries before we did so," Specter explained, "But if we bring her in now we may have to bring Team AATS in as well. Too dangerous given their family connections; we cannot risk the Schnee, Sunflower, and Tachi families discovering us."

"True but enough about that," Voyance said as she planned her report, "We'll have to plan a trap of our own." Soon the meeting ended with everyone wondering what Coral was up to.

Part 5: Coral's Lab:

Coral rested in a chair as she focused on healing herself, still enraged that she had lost the fight to a team she had so easily beaten just a few weeks before. However Coral noticed Sander was checking equipment, still having yet to replace his lost cybernetic arm despite having replacements. Coral knew what Sander wanted but had yet to get her approval; Coral having him wait as a test of his loyalty.

"Sander," Coral called out, grabbing his attention, "If you are prepared for the risks take it." Sander only shook his head before he went to one of the pieces of equipment, a containment unit, and had it open; inside was a black arm-shaped object that the containment unit had been persevering. Coral watched as Sander removed the adapter from the organic part of his arm, exposing the flesh. Sander proceeded to make a few incisions in the stub, some blood coming out, before he removed the object from the unit and placed it against him arm. Coral observed as the object, as if attracted to the blood, attached to stub. The next few moments showed Sander's resistance to pain as the object rapidly bonded to his arm; Sander feeling like a bear trap was clamping on his arm. Sander knew it was the object trying to take over; forcing him to concentrate. Coral made no attempts to help as Sander would either survive the ordeal or be another failed experiment. The snake faunus soon had her result as the object seemed to submit to Sander's will and become Sander's new left arm. Sander moved his new arm to try it out, knowing he would have to discover all it could do. Looking to Coral, Sander could tell Coral was pleased with the results as it showed her work was progressing. Coral only laughed, "My dear TK Sander I knew I found a treasure when I found you."

"Shall we move on to the next stage," Sander asked before Coral shook her head, "Very good. I have the perfect subject to test." As Sander went back to work, Coral prepared her next move, ready to bring a nightmare to Vacuo.

End of Act 13

I hope that those who read this enjoy the 14th part of my RWBY story. Please feel free to leave any comments and suggestions. Thank you in advance.

Davescifi