"Blake, Blake! Now's not the time for a cat nap!"

Blake moaned, her black cat ears twitching at the familiar voice, "Yang?"

Blake looked across the room to Yang pinned against the wall by a black smoking mass of goo, stretching across her body, restricting her arms and legs. The cat Faunus looked down to see another smaller one holding her against the wall, her amber eyes locking with the glowing red eyes of the goo.

"How… how long was I out?" Blake asked.

"A couple of hours. You had me worried," Yang said, a look of concern filling her eyes briefly before being replaced with relief.

"Where's Ruby? And Weiss?" Blake asked.

"No idea, but don't worry, when we get these creatures off of us we'll find them," Yang said, trying to reassure her teammate.

Blake sighed, thinking back.

A Couple of Hours Earlier

"A routine operation. Simple search and rescue," Blake thought to herself, "How could something like this be simple."

Blake glanced around the Emerald Forest, the once glistening green leaves and plains of grass were now smouldering, burnt and charred. She remembered flying through these trees during her days at Beacon, slaying an Ursa that was attacking her then future teammate, Yang Xiao-Long, a feisty, fiery blonde. Even now Yang seemed to be the second brightest light next to Ruby's optimism.

"It's been three months," Blake thought, "Three months since Atlas fell."

Blake shuddered, remembering the screams of the innocent as Atlas was cracked apart by the force of an enormous Grimm whale throwing its weight down onto the surface. Buildings crumbling and collapsing as Grimm filled the sky, invading Mantle.

"Do you guys really think we can win this?"

Blake looked over at the former heiress of the Schnee Dust Company, Weiss Schnee, her style and manner coming off a little posh in Blake's opinion, but screamed professional huntress.

"I mean, we lost Vale, we lost Atlas," Weiss said, rubbing her left arm nervously.

The group looked at each other, Ruby put on a brave face, flashing a smile to Weiss.

"I understand things have been bleak and dark since Professor Ozpin and General Ironwood's deaths at the hands of Tyrian and Hazel, but we have to keep moving forward, helping who we can. Our main goal right now is to survive," Ruby explained.

"And Professor Goodwitch did say Ozpin would be back. Whatever that means," Yang recalled.

"I still can't believe Professor Ozpin fell to Salem. Poor Oscar, he didn't deserve that," Blake said, a sorrowful look filling her eyes.

Silence fell amongst the group as they made their way through the forest. Blake peered over at Yang as the blond huntress hooked her left arm under Blake's right. Yang's smile and comforting purple eyes, warming Blake's heart, boosting her courage up a little.

"How much further until we reach the survivors?" Weiss asked, breaking the silence.

"Should be right up… here," Ruby began, her voice quivering as they entered a smoking, charred clearing. Ursai, Beowulves, and Nevermores, all creatures the team had faced before. But standing there amongst them was the demon herself, Salem, her black robes flowing behind her. Her glowing red eyes piercing right through Blake's small bit of courage as she turned to face them, smiling calmly at the group.

"Team RWBY, the thorn in my side," she said, smoothly, "I've been expecting you."

The team readied their weapons, Ruby gave a small smile, trying to stay strong in front of the person who had been on a mission to conquer the world. She twirled her baby, Crescent Rose, striking a pose as she looked towards Salem's army, the light reflecting off of her silver eyes. The ground beneath her feet suddenly ruptured, gooey tentacles shot up from the cracks, latching themselves onto Ruby's eyes.

"RUBY!" Yang cried, upon hearing her young sister crying out in pain and seeing her drop to her knees.

Crescent Rose, fell to the dirt and ash behind Ruby as Blake shot forwards, slicing through the tentacles with Gambol Shroud in its cleaver form, one and then the other. Following close behind Blake, Yang desperately tried pulling the sticky substance off her sister's eyes, yelping in surprise at the heat coming from it.

"I must thank James for leading me to the Staff of Creation, and reward Neopolitan for gaining the Winter Maiden powers. It truly is magnificent, what these relics can do in the right hands," Salem said, smiling.

"It broke through her aura instantly," Weiss quivered, "That's impossible."

"Not when magic is involved Miss Schnee," Salem remarked.

"We can't fight her... We have to go! Now!" Blake ordered, "Yang, get Ruby out of here."

Yang nodded, helping Ruby up to her feet, not noticing the tentacles expanding over Ruby's boots. More tentacles slithered out of the ground and wrapped themselves around Yang's legs. Yang gasped, looking back as she was pulled down to the ground. Blake rushed forwards, aiming to free her teammates as Weiss slowed the tentacles by shooting ice dust towards the writhing mass.

Salem watched intensely as five tentacles wrapped around Blake's chest with one of them latching onto Gambol Shroud. Blake sharply tugged and jerked, snapping her weapon free. She drove it through the tentacles, cleaving them off Ruby's feet.

"Weiss, you need to get her out of here!" Blake shouted, the tentacles wrapping around her arms, sharply pulling Blake backwards.

Weiss nodded, dragging Ruby away, "I can't just leave you two!"

"You've got no choice, Ruby needs her silver eyes repaired," Blake cried, feeling the tentacles dragging her feet.

Blake looked at Yang, tentacles were starting to wrap around the young huntress as she fought back, struggling to free herself.

"I agree with Blake," Yang called, firing a few shots from Ember Celica at the tentacles.

Blake winced, straining, trying to activate her semblance to get free, but if what Weiss had said was true, these tentacles could have broken their auras, even hers. Weiss hoisted Ruby up to her feet, supporting her with her left shoulder as she wielded Myrtenaster in her right, launching fireballs towards Salem and her horde. Hundreds of tentacles erupted out of the ground, creating a wall of darkness between the team. A panicked look crossed Weiss' face as she hurriedly moved away with Ruby holding onto her, confused and scared. The tentacles grew sharp spikes on their tips as they lashed and whipped towards the fleeing duo.

"Let them flee my pretties," Salem said, striding between Yang and Blake.

"You won't win!" Blake said, fear spreading in her eyes, her voice trembling.

"Yeah! You may kill us, but you'll lose in the end," Yang called.

Blake shot a look over at Yang, "If these are my last moments on Remnant, I'm glad that I'm next to the woman I love," she thought

Salem remained silent. Her gaze moving between the two huntresses pinned against the ground. Whilst Yang still wriggled and struggled, Blake simply lay there, staring at Yang. Salem's lips curled into a sinister smile as she summoned two tentacles. Blake watched, helpless as the tentacle slithered in the air in front of her. The tentacle expanded, shooting towards her face.

"Will I ever see the sunlight again?"

"Did Ruby and Weiss make it back to Haven?"

"Will Ruby be alright?"

"What will become of her and Yang?"

"I fear these questions, burning in my mind will go unanswered," Blake thought to herself in the moments before losing consciousness.

Present Time

"Hey, don't fade on me!" Yang called, seeing Blake's head lowered.

Blake's cat ears twitched as she looked up at Yang, "Sorry, just remembering."

"Any clue where we are?" Yang asked.

"Not really. If I had to guess, a lair, a prison," Blake sighed, looking around at the bleak purple walls and floor before glancing up to the small window in the ceiling, the only thing allowing light into the room.

An old, black wooden door creaked open and a Seer Grimm floated into the room, Blake gulped. though it looked like a Seer, it was smoking from tube-like tendrils tipped with what Blake thought were bony syringes.

"You going to torture us, huh!?" Yang shouted at the Grimm, "I'll die before I rat out the good guys!"

"Same," Blake muttered, even now Blake's heart fluttered at the fiery spirit of Yang. Deep down, she wished she had always been like that, instead of running away and staying quiet.

"Torture," came a soothing voice as Salem strolled into the room, "My dears. I don't mean to torture you. You hold nothing of importance to me. Though, you may help me in another way however."

She approached Blake, gently stroking down Blake's left cheek with a pale white hand.

"I assume you like Leech. It's a marvellous creation, one of my best ones yet. A perfect way to keep your aura levels at zero," she explained.

"GET AWAY FROM HER!" Yang cried out, straining and grunting, trying to free herself.

Salem looked back towards Yang, before turning back to Blake. She placed her hands on the goo, pressing down until she could feel Blake's hand, beating like a heart. Her blood pulsing hard through her veins.

"Are you… scared?" Salem asked, "You can tell me the truth."

Blake looked into Salem's glowing red eyes, her heart racing, beads of sweat appeared on her forehead as Salem moved her head closer.

"Fear. Such a fun, unique weapon that I have turned against humanity and the Faunus. It's truly a breakthrough, mastering the creatures used for fear, the Grimm," Salem explained, "What if I showed it to you, made you stronger?"

"No thanks," Blake said. "I won't succumb to you. I will not work for you," Blake said, looking away in disgust.

Salem sighed, moving away, "You can't fault me for trying an Ozpin trick, giving a person a choice, now can you."

Salem motioned with her left hand, ushering the Seer forward, clicking and cracking sounds coming from the Grimm as it approached Blake alongside Salem.

"BLAKE!" Yang called, "Salem leave her alone! PLEASE!" A look of desperation filled Yang's lilac eyes as she pulled with all her might.

Two of the bony syringes rose up, the tendrils rustling and cracking like paper. Blake squirmed, shaking her head. Salem soothingly shushed in Blake's left human ear, sliding her hands down the sides of Blake's head, holding it still.

"Embrace this. Embrace your destiny, Blake Belladonna, rise and be reborn," Salem whispered.

Blake whimpered, the sharp bony points pressing into the sides of her neck, twin trickles of blood began running down her neck as the spikes burrowed in.

"Can you feel it?" Salem quizzed, "The spikes opening up in your neck."

Salem removed her hands from Blake's head, stroking one hand across Blake's black bob cut, "It's all going to be ok. Human and Faunus bodies are weak, but with my power, I will make you stronger than you could've ever been without it." Salem placed a hand against Blake's chest. She could feel Blake's heart beating faster and faster, the Seer clicking contentedly. The goo trapping Blake against the wall, slithered onto the ground, squealing and squelching in high pitched tones. Blake dropped to her hands and knees as the Seer withdrew its spikes.

"BLAKE!" Yang screamed, "Salem what did you do to her!? ANSWER ME!"

Blake shuddered and shivered, curling into a ball as she lay on her side, sweat dripping from her forehead, "Ya… ng? I feel… cold..."

Salem knelt down next to Blake as the young Faunus buried her face in her hands, sobbing.

"Join us."

"Can you feel it?"

"We feel you."

"We are all connected."

"You shall be one."

"You shall serve."

"Destruction, chaos, carnage must be achieved."

"Hunters hurt us, we must hurt them."

"For the goddess. Our creator."

"Power, unleash. relax. Let her power flow through you. Guide you towards rebirth."

"The voices! Why are they so loud!" Blake cried. "Make them stop!"

"BLAKE! Talk to me! It's going to be alright!" Yang called, "Salem, please I'm begging you! Don't do whatever it is you're doing to her, I'll do anything!"

Salem looked over, "Why stop such grace and beauty. The price of pain is worth it."

Blake spasmed on the ground, Salem rubbed her back, leaning down to Blake's right human ear whilst petting Blake's cat ears.

"It's okay. Just relax. The pain is worth it Blake. I can feel you, your attachment to the collective mind I share with the Grimm," Salem comforted, standing back up.

Yang watched in horror, Blake wasn't resisting, she seemed subdued as Salem coddled her. Blake's neat cat ear fur began to ruffle. She let out a loud scream, burying her head in Salem's chest. Salem placed her hands on the sides of Blake's head, lifting her head up.

Yang could see the skin on Blake's hands turning pale white, matching Salem's skin tone. She bit her lip, fighting back tears, at the sight of Blake's cat ears becoming misshapen. The tips slowly extending and widening, moving away from their cat origin, shifting into those of a horse. Blake's whimpers and cries of pain tearing at Yang's heart.

"It has begun," Salem states calmly, kissing Blake on the forehead.

Salem stood up, moving away, watching as Blake turned to face Yang. "What… what's going to happen to me? I feel… wrong," she whimpered.

Yang stared, quivering, her mouth open but unable to form words. Blake let out a loud cry of agony, bringing her hands up before her eyes, feeling sharp cracking pains spread through them. She watched through her tear-filled eyes as the nails on her ring and index fingers cracked, flakes of nail falling off as thick white nails grew out of the nail beds. Her remaining fingers retracting back into her hands accompanied by painful, sickening crunches.

Her hands slowly deformed, the metacarpal bones fusing together, growing into a pedal bone forcing her hands to take on a hoof-like shape. The white nails that had grown, spread up over her swelling index and ring fingers. The tips of the nails becoming sharp and pointed, a single bony spike grew out from the underside of her wrists.

"Ya… ng?" Blake's voice quivered, the once pale skin replaced by a deep black, contrasting against her white bone spikes. Black fur began to sprout through the skin of her hoofs as the undersides gained a black bone-like horseshoe.

"Blake… I'm sorry," Yang replied, softly, " I don't know what she's done, but I will make her pay."

Blake gave a heavy pained grunt, slamming her front hooves into the ground, purplish veins popped up against the skin on her forearms. The skin tightened as small pulses emitted from underneath. Her arms began to grow steadily as the pale skin slowly disappeared under a sea of black. The black ribbons tied around her forearms rhythmically tearing as her forearms lost their slender look, muscles roiling and tearing as they grew. The three-quarter sleeves of her cropped white shirt tightened against her ballooning upper arms, rips forming in the seams. A thick bony chunk forcefully grew out of her elbows.

"It hurts!" Blake cried.

"Growth always does my dear," Salem commented.

White fabric dropped around Blake's hooves as Salem knelt down in front of her. She brushed Blake's hair aside, smiling a little at the lack of human ears.

"Now Blake. This next part may hurt quite a lot, but I want you to be brave. You can do it," Salem reassured.

Blake gave a small smile, Salem's words seemed to comfort her, though she didn't know why.

"Stronger and stronger you grow."

"Such beauty shouldn't be contained."

"I shall enjoy the pain and grow much stronger Mistress," Blake muttered, feeling pressure starting to build inside her back and chest.

"Mistress? BLAKE! You're not her servant! You're a strong person, not some mindless beast! Snap out of it!" Yang shouted.

Blake shook her head, "Yang? She's… They are in my head. I feel them. I hear them. I can't stop it!" Blake moaned.

"You are strong! You fought Adam, you can fight this," Yang called, her eyes pleading with Blake to fight her mutating form.

Blake cried and groaned, violent pops filling the room. Her top shifted about, slowly tightening against her skin. Within her body, her shoulder blades expanded, tears dripped on the ground as Blake shook her head.

"I feel sick," she mumbled, her breathing became heavy.

Yang shook her head, watching her teammate straining and struggling, each breath was accompanied by a gag or heavy cough. Her chest and torso pushed out in all directions alongside her back muscles popping violently during their expansion.

"Salem! She can't breathe! You'll kill her, please stop this!" Yang pleaded, "I always liked that shirt on Blake, why didn't I ever tell her that," she thought

Salem remained silent, watching Blake's shirt tearing to pieces as her barreled chest and bulked back grew out of it. Blake panted, catching her breath, her legs shaking. Salem moved a hand along Blake's chest. The dark skin and fur consumed her back and chest, each hair was like a mini Gambol Shroud, poking through her skin.

"A shame to lose something you once so admired, isn't it Yang?," she muttered, "But such a softness to the fur."

Blake looked at Yang's bust, deep down she knew what that meant, her breasts were no more.

"Salem, please stop... this, you've made... your point," Blake heaved.

"Why resist."

"No, shut up voices! I…" Blake cut the voices off, staring at Salem.

"Praise her."

"Give in. You know you want to."

"I don't know how much more I can take of this. Your magnificent work. Please, Mistress. No more," Blake said, tearfully.

Salem leaned in closer, running her fingers along Blake's forelimbs before gripping Blake's chin with her fingers.

"Still you fight. My dear Blake. I can't be stopped. What is coming is inevitable," Salem explained, "Don't worry, Yang will be with you. I see how you look at her with those puppy dog eyes."

"Don't hurt her, please. Take me Mistress, but not Yang," Blake pleaded.

"You don't get to make demands of me Blake," Salem coldly said, stroking Blake's cheek, "If it helps, I'll be keeping Yang's prized figure intact."

"Wait, what!?" Yang and Blake blurted out in unison.

"You'll see in due time," Salem smiled.

Blake's eyes widened, her changes continuing.

"Remember this pain."

"Deliver it to the enemies."

Her waist and hips expanded steadily and painfully. Blake winced, the waistband on her black trousers stretching as her belt creaked and strained. She let out a loud screech as smoke bellowed from her backside.

Salem quickly held Blake's mouth shut, "Who knew removing reproductive parts would create such a screech."

A small snap sounded out as Blake's belt gave up the fight, the golden metal buckle clattering to the ground. Blake mumbled and moaned, the smoke dying down. She could feel a ballooning pressure within her buttocks. She tried looking back to see what was happening but Salem kept a firm hold of her head, gently stroking and soothing her while the deforming Belladonna winced or whimpered in pain.

Blake's horse ears twitched at the sound of her trousers tearing followed by a sharp whipping sound. Blake yelped feeling her underwear elastic smacking her darkening, tender butt cheeks. She shifted her position about trying to find comfort on her hooves and knees, Salem gently ushered Blake around until Yang could see the visible tears in Blake's trousers around her bloated butt.

Salem reached her arms around Blake, resting Blake's head against her shoulder. Yang could only watch as Salem placed her hands on Blake's back.

"No mistress," Blake's voice trembling, her head buried into Salem's shoulder.

Bones began to grow out of Blake's back, four on either side, the bones grew longer, crackling like popcorn as they curved inwards. The tips met in the middle of her chest, giving her form an outer rib cage. Blake's cries grew heavier as the skin split around her tailbone, a spiked tip slithering out the tear, gently being pushed out by her growing vertebrae.

"There, there my child," Salem comforted, stroking the back of Blake's head, "It's all over now. Well, most of it."

Blake's black boots began to bulge, the leather tightening. Within the confines of her boots, her toes snapping as they retracted back into her feet. The seams between the leather and the purple soles fray, struggling against her changing feet. Blake began to shift position a little, her thighs growing, swelling within her trousers. Her ruined trousers tore further around her growing thighs.

"Strong muscles for stampeding."

"Stampeding good."

"Yes, yes growing."

"Strength is here. Power is here."

Her boots burst open, twin toeless feet sliding out the front as two solid bony hoof nails sprouted out of the front ends of her feet. Blake's heels rose up into the air as her calves shortened, her new forming rear hooves clacking on the floor as she adjusted.

Yang flinched at the sight of a single long spike erupted out of the heels of her former feet. The skin quickly healed as it darkened.

"Fe… feels natural," Blake muttered, "I can stand."

"Yes, you can," Salem said, with a hint of approval in her voice.

Salem stood up, smiling as the Leech goo that once held Blake slithered up the monstrous girl's left foreleg, wriggling like jelly until it reached the centre of her back.

"What's happening Mistress?" Blake quizzed.

"Phase 2," Salem replied simply

Salem strode up to Yang.

Running a finger across the large Leech holding Yang, Salem smiled an evil, motherly smile "A little change to your warm browns and yellows too, but you'll look much better in black."

A dripping, smoking tendril extended out from Yang's Leech and out towards Blake. Blake whimpered in confusion as a tendril grew out of the Leech riding on her back. The two tendrils met merging together as Yang dropped onto the ground, her head bouncing off the floor.

"No," Yang said, startled, her Leech wrapping around her legs like a cocoon.

Yang punched and tugged at the goo, paying no mind to her red, low cut crop top and grey and black sleeveless jacket with golden piping and trimming. The joined tendrils pulled Yang closer to Blake. The Leech showed off its strength, lifting Yang up off the ground, hanging her upside down. Yang felt dizzy and light headed as she was violently righted. Looking down she could see herself suspended above Blake.

"Join us Yang," Blake purred.

"Blake, snap out of it! Try and break the connection and I'll free us!" Yang called.

Salem snaked behind Blake, tearing her trousers and boots from her equine form, discarding them with little care as to where they landed. Yang jumped at the sound of hissing and fizzling, heat spreading up her legs as the Leech on Blake's back bubbled and smoked.

"Truly a marvel, my baby Leech," Salem said, sounding like a proud mother.

Blake and Yang screamed, Yang's body lowering slowly into Blake's back.

"It hurts Yang. Pain is good! Remember this!"

"Blake! Snap out of it!" Yang pleaded.

"She will join us, yes."

"Yang, I can't. It hurts so much," Blake sobbed.

"I can hear you in my head!" Yang screamed.

Yang's legs slowly melted into Blake's body, the fizzling and bubbling ceased as Yang's waist came into contact with Blake's back, the Leech sinking into Blake's body.

"I'll give you some time," Salem said, making for the door.

The Seer snuck up behind Yang, jabbing two spiked syringes into her neck.

"Oh no you don't!" Yang sneered, ripping the syringes out of her neck.

The Seer clicked, violently withdrawing the syringes only to rapidly shoot six into the back of Yang's neck. Both girl's screamed out in shock and pain as the syringes opened in Yang's neck. Yang reached back, struggling to grab the tendrils, beads of sweat starting to form as her heartbeat increased. Small grunts escaped her mouth as she pulled three out, the remaining three being withdrawn by the Seer.

"It's done," Blake whimpered, "She's infected you."

Yang panted, unable to find the words to say. In the midst of the silence, she could hear Blake sobbing.

"I'm sorry Yang," Blake repeated over and over, between her tearful sobs.

"Hey," Yang said, softly, leaning forwards to stroke Blake's hair, "It's not your fault."

"I wanted you to join. I felt it, the urge to be one. I couldn't fight," Blake states.

"That's not you. Blake, you're mostly Grimm. She's corrupted you," Yang comforted.

"I won't be able to see the others again, will I?" Blake asked.

"Not like this," Yang softly said, "But there's always a chance to fix things, it's like Ruby says, hope is the sharpest weapon in the arsenal."

"But what if we're killed," Blake sobbed.

"Then there's nothing we can do. The corruption has taken a toll on you. I can feel it, the voices are stronger with you, but I promise you I'll fight. For both of us," Yang said, trying to sound reassuring.

"Yang?" Blake quizzed.

"Yeah?" Yang replied.

"Do you think they made it? Ruby and Weiss I mean," Blake asked.

"Yeah I do," Yang answered, leaning her head as close as she could to the back of Blake's head.

Blake's neck swelled out in all directions, her neck lengthened and becoming curved. She felt Yang wrapping her arms around her changing neck. Like the rest of her body, the skin darkened with short black fur sprouting through it. A thick flowing strip of black hair ran from the top of her neck down to the bottom of her shoulders.

Yang shushed Blake as she gave a small whimper, Yang felt the three pops of Blake's spine, shoulders and hips realigning.

"Yang, I… I'm thankful for meeting Ruby and Weiss. But most of all I'm thankful for meeting you," Blake said, a tremor in her voice.

Yang gulped, she could feel the monster within taking a hold of her friend's mind, bracing for what came next.

"I'm happy and thankful for meeting you too Blake," Yang comforted, kissing the back of her friend's horse neck.

"No, I mean it. Without you, I don't think I would have made it this far," Blake explained.

"Blake, give yourself some credit. You're smart, strong, an amazing teammate and an incredible friend," Yang smiled.

Blake began to cough and gag, the skin around her cheeks, mouth, chin and nose drying out, turning to white crusty bone. Her lips dissolved as her nose melted away, revealing a deep crevasse inside a round gap between the bones.

"Yaaang!" Blake called, her lower canines lengthening whilst her top canines fell out, "Before I go… I want you..." her bone mouth and nose pushed outwards, crunching and cracking, "I love you."

Yang sighed, hearing a low gravelly equine like snarl, "I love you too Blake!" Yang shouted, tears streaming down her face. Nine new top teeth and four new bottom teeth grew on the sides of Blake's bony muzzle. A boomerang-shaped red stripe appearing on the top of her new muzzle. The whites of Blake's eyes darkened into blackness, her amber eyes shifting to a glowing red as smoke escaped her mouth.

Yang held onto Blake's neck, letting out a few small tears. She leaned back, looking down at her pale chest and breasts.

"Got to hold on. Keep my humanity inside, for my Blake," Yang said, to herself.

She gave a pained grunt. Her shoulders, violently cracking as if dislocating, bloating slightly. She watched as her thumbs, middle and pinky fingers popped and shrivelled, retracting back into her hands. A crusty layer of white bone grew out of her index and ring fingers as they grew slightly longer. The nails cracked, dropping off as spiked white claws grew out to replace them.

Yang moaned, frustrated and in pain as her slight muscular arms seemed to be shrivelling up becoming skinner whilst becoming stretchy, like rubber. The skin slowly darkened like Blake's but only to a light grey tint. A single bony spike grew out of the backs of each elbow.

"Arms are long."

"Windmill hunters."

"Spinning arms are fun."

"Stretchy strechy."

"You think you'll beat me? I'm Yang Xiao Long you bitches, I'm going to fight you all the way!"

Yang gritted her teeth, catching sight of her infamous golden blonde locks, that flowed in the wind, that burned like the sun, turning snow white. A ear piercing scream escaped Yang's mouth, startling Blake a little.

"Sorry," grunted Yang, her eyes spasming inside her head as two sharp horns split through her pale skin on her forehead, the horns curved slightly as they grew longer. The skin around her face seemed to crack slightly as it dried out. A large mass of bone grew out of her facial skin, the bottom part of her mask hung over her lips, jagged points forming on the trim to resemble teeth. In the centre forehead piece of the bony mask, a red flame styled emblem appeared as red stripes ran up a small part of her horns. A small bump formed in the mask as it spread over her nose, a small black slit forming where her nostrils were.

"Can't speak," Yang thought, "But power. I feel Blake… no I can feel the control. The dominance over her… It feels great… No…"

Yang screeched, shattered the glass of the window above them. The white's of her eyes turning black as the darkest night, her lilac colouring becoming a dim glowing red.

Salem slid back back into the room, staring in satisfaction at the creature that stood before her.

"Hazel. Bring in the subject," she ordered.

A large, tan skinned male strode into the room dragging a pale man behind him. His burnt orange hair, well built physique and indigo eyes seem too familiar with Yang. His clothes looked charred and torn, blood dripped from a fairly large gash on his left temple.

"What's your name my dear?" Salem asked as Hazel forced him to his knees before her.

"Car… Cardin," he said, spitting blood onto the floor.

Cardin's eyes widened at the sight of the Grimm that stood behind Salem, "Blake? Yang?"

"Beautiful, aren't they?" Salem purred, "I'm going to be calling her YuckelaBlake."

Salem walked up to her new creature, playing with Blake's bob.

"YuckelaBlake. Let's see if you are under my control. Kill him," Salem ordered.

Without hesitation, the YuckelaBlake's stretchy arms shot forwards, it's four spiked nails piercing through Cardin's chest. Hazel jumped back, the momentum pushing Cardin into the wall, cracking it slightly.

"I'm sorry Cardin. I can't let her know I'm still fighting," Yang thought.

"Hazel, tell Watts to clean this mess up and prepare the transport. It's time to unleash this beast on Vacuo's spirit," Salem ordered, frowning as Cinder entered the room.

"I trust you bring good news?" Salem asked.

"I do," Cinder smirked, gesturing to the light green haired, dark skinned woman being dragged into the room.

"The traitor. Excellent," Salem smiled, "Take her to a cell. I'll deal with her later."