Hello everybody, sorry for not getting this out sooner. As you may know, the world today is just crazy. Please be safe out there everyone.

On more related news, as some of you may already know, RWBY: Before The Dawn, sort of retconned Grimm so that they now can sense strong aura. I don't know why they did this, but they did.

Some of you are probably wondering if this will affect this fic. The answer is probably not. For one, I have no intention of rewriting this fic from scratch. It is just not going to happen. I'm either going to finish it or decide to drop it while leaving behind a detailed plot. Whichever happens first.

I might decide to use it in the future, such as William awakening a new ability, but this is very unlikely.


Chapter 23: Decisions

Both men leaned across the desk, the general practically stood up while Ozpin only leaned forward."Would you care to explain what you mean?"

William felt his heart rate explode. If not for the negative emotions from the general, William would have probably only been able to hear the blood pumping in his ears.

Wait, something didn't feel right.

Ozpin felt regret, but neither he nor Ironwood felt surprised…there was a solemn dread. The kind of one who had to do what needed to be done.

THIS IS A TRAP.

Rather than panic, though he was close to panicking, the Were-Grimm focused on the emotions just outside the room. Feeling for any emotions in the immediate vicinity of the room….

A soldier mentally complaining about how his helmet itched…annoyance that Weiss was taken out in the doubles round…someone mentally cursing his flask was running low….

…Shit.

"Well, William? What did you mean by 'The attack will be soon'?" The clean-shaven general more demanded than asked. His eyes told the young man he had already come to his own answer. All that remained was a formality.

In his eyes William was guilty.

He didn't know what hurt worse; that he had been so distracted by Ironwood that he didn't notice that the room was surrounded or that his alter self was right.

The young faunus looked at the grey-haired man as his own eyes probably told them he had realized their plan. Maybe he had grown more observant or it was simply the adrenalin, but he could see the eyes of Beacon's headmaster widen in slow motion in response to his own.

The next instant felt as though it was dragged across an entire week.

"Jaaaaammmmeeeesssss!" the words from Ozpin's mouth came drawn out in slow motion as he and the general stood as one, weapons coming to the ready.

"Wiiiinnnnntttteerrrr!" the Atlesian headmaster replied in any even louder volume.

Looking back, William would have liked to have thought this was his own finely honed instincts saving him with a clever plan that would go down in the annals of time as pure genius.

Sadly, it was more a mixture of fear, improper bowel control, and (probably the only redeeming quality of this situation) that he knew how to take advantage of a situation to run.

The two huntsmen in front of him were trained on his front, primarily his hands and head, looking to intercept his next move, but no one, not even veteran huntsmen, expected a giant fart cloud of Grimm smoke to start billowing from his backside like a fog machine set to max as Winter and the soldiers under her began filing in as the door opposite them had Qrow kicking the door down like he was in an action movie.

Nor did many, if any, expect the smoke to smell of the heavy and bloating odor of Ren's special pancake recipe.

If he survived this and got the chance to see him again, he would have to thank Ren.

General Ironwood managed to get a shot off, tearing through his reinforced huntsman hoodie, his right shoulder, and by the sound, the wall behind him before the meeting room itself was engulfed in thick black smoke.

William had stubbled back heavily, feeling like Yang had stabbed him through his shoulder with crescent rose.

The only reason he wasn't immediately captured was that the smoke had blinded all but him as well as its smell that caused their eyes to water and their noses to run.

Most people would not think there was a way out of a room with the only two exits blocked, but if there was one thing he learned about Beacon due to his most recent loss of control, was that the buildings themselves weren't reinforced to withstand huntsmen level combat.

As his shoulder healed, William morphed his other arm into an Ursa's and slammed through the hole in the wall made by the general creating a massive crater into the hallway Winter and her troops had previously occupied with the thunderous shattering of wood and drywall.

In that brief moment, he stupidly paused. He had come in through the other entrance to the room and didn't know his way.

As if by uncanny instinct yet again, he dodged to the left, feeling cold steel rushing past him. close enough to his face that he could actually savor the cold metal sensation on his skin.

The Were-Grimm rolled further to his left, having his decision made for him.

A common rule of logic was to run AWAY from the people trying to stab him.

As a few gunshots rang out he felt an unfortunately familiar burning hot sensation through his left calf and in his liver. He had been shot.

His body's ability to heal itself always reached peak performance whenever he was in danger. However, there was still the matter of the sheer pain of being shot.

The young man haphazardly stubbled into a skidding turn, rounding a corner with Winter and her team behind him.

His calf closed the wound almost instantly, the same for his liver, but it still slowed him until the pain subsided.

It was all less than mere seconds, but mere seconds when facing trained soldiers and a huntress, was time too precious to lose.

There was also the absence of Qrow, Ozpin, or Ironwood. If he had to guess, they were moving to form a pincer attack.

This was bad, really bad.

If any of them were as strong as Miss Goodwitch, or at least close enough, then there wouldn't be much, if any, hope of escape.

As he rounded another corner, seeing a stairway at the end of a hallway, out of the corner of his eye, he saw a shape barreling towards him at incredible speed.

Even without knowing what the shape was, William let his instincts take over as his arms became encased in thick Grimm fur further covered by thick bone plating.

Plating he immediately felt being cut into as his legs gave way due to him defending from his side not giving him a proper stance and the overall force of what he realized was a full-grown adult woman being fired at him like a bullet.

He and the person collided through the office door behind him, the two bodies shattering the door like a sledgehammer through graham cracker before impacting a sturdier desk.

It wasn't as if the desk survived the impact, merely that it wasn't as fragile. The two had impacted it at an angle and now the top front of the desk was broken inward with many jagged pieces forced up and out. Almost as though a wrecking ball had been lowered onto the desk's front.

Still reeling from the pain, through winced eyes, the young faunus saw Winter leaning over him. She had most likely used her glyphs to propel her. Her hair was slightly less disheveled than one would expect from someone who had just used glyphs to propel themselves into another person and through a door. Yet, her attention was elsewhere. She was looking to her side. Both her expression and emotions showing a mix of confusion, pity, and a little disgust.

Unable to help himself, he too looked.

Pressed against the wall was a golden statue of an impossibly muscular man flexing. William tried not to focus on the fact the statue was designed to look like the man was wearing only a speedo that displayed a bulge that looked more like he was smuggling a shotgun rather than anything anatomically possible.

It was the statues face that said whose office this was, there was no one else he knew, or possibly in the entire world of Remnant, that sported a mustache so thick it looked like it weighed at least a pound or two by itself.

The two looked at each other, probably surprised and not surprised at the same time.

If he could see his own face, it would have probably been a dead ringer for the same expression as Winter.

Never one to waste a moment, he felt around for something with his left hand before cracking it across the Atlesian Specialist's face. Glass and liquid flying everywhere with the sound of glass breaking echoed in the room.

As luck had it, it was a rather sturdy whiskey bottle. Thank you, professor Port.

Giving the disoriented woman a right hook to the chin, like Miss Goodwitch had taught him, for good measure, he rose as fast as he could grabbing Winter under the armpits before tossing her into her men who had only just gotten to a few feet before the doorway.

The group stumbled back, a few falling under the force of their commander being thrown at them. Only two of them were left standing looking at their pile of companions.

Rather than run down an unoccupied hallway, William in that instant decided to go back the way he came. He couldn't risk a pincer attack.

Mid-dash, the young faunus morphed into a large Ursa. Not an Ursa Major, but in terms of size, close enough. Unless someone was a strong as Yang or Yatsuhashi, they weren't likely to stop his charge.

The transformed Grimm stepped on the pile of soldiers, hearing a few "oof"s and "Aahh!"s as well as a few pops and cracks. What exactly those were, he didn't know or really care right now. What mattered was escaping.

Sweeping wildly with his massive, heavy claws, the Ursa managed to bash one the standing soldier's body into the wall with a thunderous crunch of wood and drywall while the other managed to duck into an office to avoid any damage.

Clear of obstacles, William shifted into an armorless Beowulf before making a four-legged dash down the hall.

The one soldier who ducked tried to open fire but was too slow in responding and only hit the wall as the Were-Grimm made a sharp turn.

I need to find a way out of this. He thought as he heard Winter push a soldier off of her while cursing.

If Winter was anything like Weiss when she was angry then he didn't need to stick around.

/-/

"[General Ironwood, the target has turned around and is heading towards the north side of the building.]" The general pressed into his com, "Understood, we will adjust to corner him."

James and Ozpin were already on the second-lowest floor. Due to the design of Beacon Tower, with the elevator shut down, there was no direct route from the higher floors to the first floor other than the two passages on the second floor. One on the north and one on the south sides of the building led from the second floor to the higher floors. Both of which were booby-trapped to capture William. While the east and west sides had stairways that connected the first and second floors. Using his authority, Ozpin had locked the building down and disabled the elevator. While Beacon was never designed to withstand extended sieges, it was designed to at least last long enough to repel a horde of Grimm.

And the headmaster's tower was meant to be a last line of defense. The walls were reinforced and the main entrances and exits had a lowering blast shield meant to withstand even artillery fire from an Atlesian battleship for a short time. Even the windows were covered with shielding capable of surviving a blast from a bazooka.

The plan was, if it was as they feared, to trap William in the tower and slowly corral him into a corner where they could surround him. William had displayed having abilities

Winter and her team would chase him while Qrow would help them guide William while simultaneous keeping him from going to the higher floors.

The grey wizard was still somewhat morose about William's possible betrayal. However, he could not let Salem gain any type of advantage. William in her hands would be too dangerous of a threat.

Even if she merely fed him Grimm with her ability to control the beast and his ability to absorb their power there was no telling how monstrously powerful he could become.

If he even had a limit.

He didn't even want to imagine what kind of horror it could become. Or how this could get worse.

/-/

"This couldn't get any worse!" Yang bemoaned crashing onto her bed after having her sister help pry her from their loaned clothing.

Yang looked exhausted. No exhausted was one thing, this was more akin to having one's life drained from them.

It was more than a little off-putting to see someone normally so outgoing reduced to such a depleted state.

Weiss didn't even feel the need to scold her for being in nothing but her bra and panties.

Her black-haired teammate approached gingerly taking Yang's hand into her own for comfort. "Was it that bad?"

Yang turned her head to look at her girlfriend in the eyes, "They told me to just admit I did it!" she said with a yell louder than she had any reason or even intention to.

"Sorry." She apologized weakly. "It-it just sucks."

As much as she tried to hide it by turning away, Yang's eyes were teary and clouded. She could even feel herself getting depressed.

As Yang recounted her side of the meeting Ruby was quick to deny any validity to their claims while Blake, though also did so, did not do it as vehemently or with such a childish diction.

Yang Xia Long may have been aggressive, overly forward, and in more than a few cases raunchy, but she was not violent.

Weiss doubted the other teachers and even the headmaster believed it. For all the violations they had broken so far, they had done nothing like this.

But that wasn't always a good reason to side with someone. As cold as it might be, it would be better for all those involved and for the four kingdoms to sacrifice one young girl as opposed to the peace cultivated over several decades.

Sometimes it was more important that the group's best interest outweighed the interest of a single individual. Or as her father would put it 'Making a small sacrifice to ensure better results and the status quo.'

She hated that she understood it.

"What about William?" Their team leader posed.

All heads turned towards her, even Yang's.

"I mean, can't he read people's minds?"

For this Blake spoke up, "He told me he can't truly read minds," she said as her teammates deflated, "but", she held up her hand to stop a rebuttal, "He can at least tell if a person is lying or feels bad about what they did."

"He was sort of vague about a few details, but I think he might be able to make an argument on Yang's behalf."

"Yeah." Ruby bounced. "We just need to have him talk to Yang." She looked at her sister who was already perking up. "We can even do it in front of Ms. Goodwitch."

Hmmm, that could work. Not only is the Deputy Headmistress a credible witness, but the trust she has for William would go a long way in convincing others of Yang's innocence. Normally, she would condemn using familial bonds, but this wasn't like her family. From what she could tell, there was a genuine bond between them.

"Let me get dressed and we can find him." The blonde brawler pumped having regained a fragment of her spark.

"If I recall", the Schnee heiress interjected, "during breakfast, Winter mentioned she would be watching over William, so he is probably in her care at this exact moment."

"I saw her on her way out of the headmaster's tower." She said hurriedly trying to mix and match her clothes with those loaned to her.

Blake seemed the most hesitant to the idea, "Do you think that's a good idea?"

"What do you mean?" the freezer-burned duo asked.

Raising her hands in defense the cat faunus shook her hands as to wave away their comments. "I didn't mean that. I-I just meant is it a good idea to you know…have William and Winter in the same place…together."

She knew what she meant. Despite whatever hostilities William and general Ironwood have towards one another, Winter was far too professional for that to affect how she acted, "I'm sure she is the spitting image of professionalism and courtesy."

/-/

"I am going to end you, you furry eared bastard!" A disheveled and quite frankly enraged Winter bellowed as her saber came down on his left arm raised in defense. Her eyes were practically burning red and foaming at the mouth.

He felt the weight of her strike reverberate through the entire left side of his body. He could hear his shoulder pop as it strained to remain in its socket. The fabric of his hoodie frayed but did not give.

If he survived this, he was going to have to thank Weiss for his reinforced hoodie.

Though, that didn't stop him from feeling the weight of her strike coming down on the middle of his arm. He could heal from most injuries no problem, but that did nothing for the pain.

Especially the pain of a full-grown woman putting all her weight into a sword strike on is arm.

As much as he would have loved to use his aura, he couldn't. Not only did he doubt his aura control skills, but he didn't have the time to.

Between being chased, Winter trying to cleave him in half, Qrow somehow appearing out of thin freaking air, and last but not least, Winter's soldiers taking potshots.

Hell, his hoodie had several dozen twisted burned spots from bullets hitting him. He normally would admire the sheer quality of his chosen huntsmen attire, but he was too busy trying to not look like said clothing.

Saying nothing for the few holes through his pants legs and the one that came close to his wallet.

If he ever found out which one of them had fired that shot, he would gladly repay the favor.

His arms fully transformed before pushing her back. His arms, now longer than normal, caught her by surprise and allowed him to push her back into her troops.

The wolf faunus slammed his hands down as a crossing mass of bone spikes embedded themselves in the wall and spread forward forcing the soldiers to fall back. The barrier looked like a twisted web of bone as it grew forward towards them.

Those closes had the mass of bone attempt to pierce and puncture their armor only for William to force them to grow around. The mass of ivory white tangled around two of them like roots while the soldiers and their allies struggled to try and free them.

Seeing the opportunity, the young faunus knew this was the time to run.

They had been chasing him for only about four or five minutes, yet he'd already used his Grimm smokescreen three times. Adding in all the healing he has been doing and his transformation from yesterday, his Grimm supply was running pretty low.

He knew Team CFVY would have been tough opponents, but now that he'd genuinely accessed things, he was down to about a fourth of a tank.

This wasn't good.

After disengaging William charged down another hallway, this time only to end up facing three of Atlesian soldiers.

They split-up! He mentally cursed. If this was any other time, he would have let his other self, his Grimm side, take over. Before he needed only let it take control, but now, now he couldn't even sense it.

It had told him it was a trap, so it was still there, but it was like it was a passive observer. It had already responded before, so what was different this time?

The soldiers took a stance, using the corners of the hall entrance as cover, and opened fire. The two on the left, both women he thought, aimed for his legs while the man on the right was aiming for his chest.

William had already grown a bone platting over his chest, and most of his limbs, not dissimilar to the armor worn by Pyrrha. Defensive enough, but not restricting.

Despite this, he still felt every bullet. The Dust propelled metal slugs stung in a pain he had experienced many times but would hurt, nonetheless. Each hitting with the pain of the riffle fire radiating through his body. It hurt, it hurt so much. He had to power through what felt like a rainstorm of hammers.

From his Beowulf arms, ink-black feathers burst forth before firing from his sprouting wings like they were fired from a machine gun.

The walls didn't provide much protection. The feathers tore through the drywall with little resistance.

He rushed past them, not caring to see if they were even trying to pursue him.

"Melanie, hang in there." He heard one of them cry out. Whether it was his ability to sense emotions or just his instincts, he felt a chill down his spine.

He knew he shouldn't have, he knew he shouldn't have. But something compelled him to turn to look.

He wished he hadn't.

One of the women was on the ground lying on her back, a red pool of liquid was starting to slowly form near her neck.

The man was pressing a cloth on her wound in an attempt to stop the bleeding while the other woman had one of the wounded woman's hands in her own as she called to someone over the comm in her helmet. "This is private Fenella, private Melanie as sustained injury to her neck and requires immediate medical attention."

Every so often he could vaguely hear Winter talking to someone. At first, he thought it was her ordering her soldiers, but as he listened, still standing there, both soldiers aware of his presence, the other woman drawing her sidearm, he heard Ironwood's voice. Ever so faintly, "[Confirmed, we have reinforcements heading your way. Both Beta Team and Gamma Team are making their way to you. Attempt to stabilize private Melanie until then.]"

He felt sick as bile formed in his stomach. His head shook as he took a step back.

A bullet whizzed past his right wolf ear.

"Stay away!" The woman screamed, "Stay away you monster!"

Anger, fear, sorrow, swirled and mingled. It was suffocating.

He had to get out. He had to leave. Now!

The young man swallowed the lump in his throat. Turning on his heel and ran. Just ran. No thought to his direction, he just ran.

Ignoring the shouts…and the crying. The Grimm biology within him told him what had transpired. The emotions of her fellow soldiers told him that the feather had not only pierced the aorta but also splintered in doing so creating multiple punctures.

He had to fight his tears.

This wasn't the first person to die around him or because of him. Despite his young age, he had witnessed dozens of corpses. Many he could justify in killing or could at least rationalize that it was in self-defense.

Yet this didn't feel like one of those times.

Why? Why was this one different? Why did his heart hurt so much?

Before his mind could even ponder this more, he felt a strong tug on his arm.

/-/

"GGGRRRAAAHHH!" the cyborg let out a feral growl as his metallic fist crashed through the cement wall next to him.

"Ozpin, I am going to make him pay." The man's eyes glowered as the calmer grey-haired man could hear the creaking of his friend's teeth.

The pain of losing one's subordinate was a pain the wizard knew all too well. And one he would undoubtedly experience again.

The cyborg let out several heated breaths before tapping on his comm. "Specialist Schnee, give me a status update on the target."

"[Yes sir. The target is still heading towards your direction.]"

The general had anger painted on his features before taking another deep breath, "Good."

While James was more hot-blooded than most, he wasn't a slave to his emotions either. He could rationalize when the situation called for it.

"Ozpin", he said, his voice coming out measured, "If we capture him and he can't escape that will be the end of it."

The headmaster of Beacon nodded in agreement.

"However, if he resists, I will use necessary force."

They had been over this before. Despite Glynda's protest, even she admitted William's abilities made him unpredictable and a threat. There was just too little they knew about the scope and depth of his abilities.

What little they did know led them to believe that he would be in a weakened state have depleted a portion of his Grimm supply after his bout with team CFVY and Qrow. They also ensured that he would be in the tower before he could restock his supply of Grimm.

No matter what he felt personally, William has already taken a life and incriminated himself. As a huntsman, he must do his duty.

Just as the wizen old man hardened his resolve to end his student should the need arise, the lights in the stairway went black.

A power outage? Now of all times?

Impossible.

As if on cue the door leading from the third floor burst open. The motion-activated taser traps fired. More than two dozen probes made contact with what he assumed to be the young man. His body jerked and contorted as the electric current surged through his body with the faint flicker of electric current giving off a small amount of light.

The target fell into the containment trap the used Atlas' patented hard light technology to capture him in a cube of orange energy.

Relief at the ease of capture morphed into confusion and further twisted as the one in the cage was not the sixteen-year-old Caucasian black-haired wolf faunus wearing a hoodie and jean, instead was a dark-skinned man in his early thirties with red hair in his pink boxers and a white undershirt.

He turned to the general, his eyes no doubt asking who this was and what was going on only for the building to shake with a large explosion.

/-/

"All teams report." The General ordered as the two made their way to the source of the explosion as the red emergency lights flickered on. After confirming private Bayard was only unconscious.

"Specialist? Report Specialist."

Had the Were-Grimm disabled their communication system? Impossible. An explosion was pushing it, but still something he could accept. But this, it was proof he was working with the enemy.

Suddenly a somewhat nasally- almost metallic- female voice sounded, "[This is Beta Team checking in general. Do you copy?]", the general let a sigh of relief slip his lips. "[All. units accounted. for. The comms *static* down for a sec.]" The message was somewhat gargled, but interference had been expected.

"[This is Alpha reporting. Except for Malerie, we are all here and maintaining a defensive position in sector 3.]"

"[Qrow here, no sign of the kid. How'd he manage to turn off the power?]" A good question and one he didn't have the answer to. Everything known about William would suggest he was resourceful, perhaps he found a panel and tried to use that to his advantage.

"[This is Gamma Reporting]", a masculine and gravelly voice responded. "[Subject: Warg attacked us. Somehow, he managed to circle around and get the drop on us. I didn't even see him before he attacked us.]"

"[Private Zilar suffered a deep puncture wound from behind. We're trying to stabilizer him. We've lost Bayard.]"

The grip on his weapon only tightened at the news, "We have private Bayard secured in the northern stairway. He's unconscious and is missing his uniform and his weapon. All units switch to the back-up frequency and only communicate when it is absolutely necessary. Switch to plan Delta. Thorn, your team is to get the power on."

It was unlikely that William knew which team had which members with two of their team incapacitated, Gamma wasn't in any shape to fight.

"[Yes Sir.]"

"[At once general.]"

"[Copy?]"

/-/

As they made their way to the explosion site, after relocking the top of the northern entrance and moving Bayard to a safe location, they came upon a charred hole in the ceiling with the expected rubble below it. what wasn't there was the Were-Grimm.

As an added precaution, the doors leading to the first floor were both locked and booby-trapped. Only he, Ozpin, and Winter could open them. And even if they did, the other two would be notified. This meant he was still on this floor.

The two headmasters took up fighting stances back to back, each facing a different direction. While The third floor was mainly offices and conference rooms, the second floor was mainly open with only a few small rooms used for storage with a centralized elevator. This created an X-shaped hallway connecting the four cardinal points with an assortment of small offices and hastily set up cubicles crammed together so as to not obstruct the x-shape pathway.

Originally, it was designed to be another floor of offices, but the idea was eventually discarded and slowly accumulated various objects over Beacon's long years. There were plenty of broken or spar sparring weapons, office supplies, teaching aids such as rulers and desk, and all manner of miscellaneous things. Mostly from the various weapon forge teachers and combat class dummies.

Both men were expecting something to jump out at them. Neither expected the sounds of shots being fired near the Northern entrance.

"All units not in combat, sound off and maintain position, we will be heading toward the northern exit."

"[Alpha Team reporting.]"

"[Gamma Team reporting.]"

This didn't make sense, plan Delta was in the event a team was incapacitated. The plan was to have the incapacitated team move to safety while Qrow would join with the one Winter wasn't on and move in a pincer formation.

"Qrow, Beta Team, respond." The sounds of gunfire could be heard both over the comm and echoing as they approached.

"[Qrow here. Beta wasn't in the meeting spot. I'm heading their way now.]"

What was going on? This didn't make sense. "Ambrose respond."

Nothing.

"Moose respond."

Nothing.

"Bright, Gears, Blackwood- anyone- respond!"

Nothing.

When? How? There was no way. This wasn't happening. Even if his soldiers weren't on the level of a huntsman-in-training, they were by no means weak. There should be no way he could take them out this fast.

Suddenly the rifle fire stopped. The building felt unnaturally silenced. His heart lurching ever up his throat. This shouldn't be happening.

"I'll stay on this floor. You go." Ozpin told him. Not that he needed to be told anything. He merely nodded to him.

Now somewhat panicked, the general deactivated the traps before charging through the door rather than opening it. The fact the door was not taken off of its hinges was a testament to how sturdy it was. the general was greeted with a rifle, standard issue to the Atleasian military, lying on the floor as though it had been simply abandoned.

Perhaps more perplexing was the fact there was nothing else there other than a wall directly in front of him with half a clips worth of bullet holes in it. the hallway he was currently in formed a T-shape with the wall that had been shot at.

He closed the door and used his scroll to reactivate the traps.

Cautiously he approached the intersection. Only partially leaning so that he could examine the hallway while keeping as much cover as he could.

When that didn't produce any results, he gradually extended his head past the line of safety like a turtle testing if it was safe outside its shell.

Again nothing…save for a glove in the left leading hallway.

Perplexed he went to pick it up.

It was a standard-issue small. This meant it was either for a short male or a female. The shortest man assigned to this mission was Beta team's private Gear.

But why only the glove?

Looking further down the corridor, he could see some fresh series of small drops. Even in the red emergency lights, the general of numerous battles could tell that it was blood.

The grip on his weapon tightened with a creak of the motorized servos in his right hand. Weapon drawn, he moved forward.

Seconds grew into minutes. The long minutes as he inched further down the corridor. Following the occasional droplet or smear of blood led him not four minutes later to a broom closet. Cautiously, he stood next to the wall and opened it while minimizing his profile.

What fell out had his blood boiling. It was private first-class Tilda Moose. The tall woman's lifeless eyes met his. She had been stuffed into the closet facing it and thus fell out onto her back. Her helmet was gone, and he could see her throat had been slit. Her eyes were full of fear, frozen in place. Her life was ended quickly enough for her to not scream, but not quick enough for her to not know she was going to die.

Tilda was a rising star within the military and a candidate he would have hoped to have supported Winter when she succeeded him. while less combat-oriented than your average huntsman, she was sharp and possessed an unshakeable conviction to support her kingdom.

He knew he didn't have time for this, but he still took the time to close her eyes.

Her weapon and comm were missing. More importantly, it was the nature of the cut that concerned him. It was cleanly done, almost surgically so.

As far as he knew, William should not have been allowed the time to collect his swords or knives. Even if he had managed to steal a blade from his soldiers, he doubted the young man had the skill to produce a smooth cut.

Too many things didn't add up. what had happened here? Where was the rest of her team?

He was letting his anger get to him, he needed to calm down or more of his soldiers were going to die.

Taking a deep breath, he evaluated what had been done so far. Malerie was killed, the Were-Grimm attacked Gamma, kidnapped Bayard, shut down the power to the lower floors, set off explosives, and... lured him to the second floor.

The general immediately started searching his surroundings. This was a distraction.

But what was his plan? Eyes widened as he all but slammed his comm, "All units the shots were a distraction, the subject is most likely heading towards the southern passageway." He said carefully back his way towards the door, "All units be on alert, the subject has proven more cunning than anticipated."

However, instead of hearing any replies, all the general was met with was static and the realization that his scroll was no longer attached to his belt.

/-/

"[All *static* distraction *static* towards the southern passageway." The comm rang with a hissing static. Best technology on the planet, Ozpin mentally quoted James.

Curiously, he saw a small woman escorting a taller male who seemed to have trouble walking. His right shoulder seemed to be wrapped in red fabric.

"Identify yourselves." The headmaster of Beacon ordered, "And what is the status."

To his surprise, it was the smaller woman who spoke. "Private first-class Tilda Moose and this guy is private Charles Gears."

"What are you doing here and what is the status of things?"

The woman, Tilda, looked to Charles. Now that he looked at him, though he couldn't see more than his mouth and chin, Charles looked young and rather nervous.

"Beta team was attacked, and he managed to snatch our comms. He also roughed up this guy", she gestured to the man leaning on her. "General Ironwood and the rest of our team are in pursuit."

"My orders are to get him to the get looked at."

The headmaster walked closer looking at the young man. He was young, and now that he was closer, he could see bits of white slowly turning red as red drops started to fall onto the floor. There were several scraps and claw marks on his armor. It looked like he had seen the brunt of things.

The headmaster eyed them, "Why did you not use your comms?"

She seemed to think of her answer, "You just heard him, the comms are getting some kind of interference or something."

"Look we've already lost three people, I don't want to lose another one." Her voice was somewhat ragged, she was distressed, but seemed like she was trying to remain professional. The soldier didn't seem as wounded as she let on, but he couldn't exactly examine him.

"Very well, I'll activate the elevator for you." As he tapped on his scroll to activate the elevator.

Ozpin had intended to direct them to the nurse's office but was cut off as another explosion sounded and a twisted metal door came flying through the passage, and a portion of the wall, from the Northern stairway. The sound of explosive rounds detonating the traps the Atlesian soldiers had put so much effort into laying out.

Understandably distracted Ozpin was only able to just barely leap back. He watched in slow motion as the bladed tip of a parasol left a faint line on his smallish glasses.

The taller one made a lung for him only for Ozpin to land several consecutive thrusts to his chest.

As the young man skid on his back across the floor Ozpin took on a fighting stance. James showed up beside him. "I take it these are not with you?"

The black-haired man looked at a short woman with a parasol and a taller man on the ground, both wearing Atlesian military attire. While he couldn't say about the man on the ground, but given how the short woman he was certain that he had never employed, he was with her.

Drawing his gun on them, his voice came out with a grimace. "No. Identify yourselves?"

No response.

"Identify yourselves immediately!" he demanded with a shout before firing a warning shot…only for the air itself to crack and break.

What?

The crack rapidly spread in a spiderweb shape collapsing as though he had just shattered a glass window.

The two looked at one another. Both sets of eyes were asking the other what just happened before their instincts took over. His senses focused, fired towards the sound of faint footsteps. Only a couple dozen feet from them, almost behind them.

Another glass-like wall shattered and fell, revealing the two. Both of whom looked surprised at what had just happened.

"Split them up," Ironwood shouted as he charged towards the smaller woman, using explosive rounds to force distance between them. Hot-headed as he was, he was not wrong. It seemed that their comms were being blocked. They were apparently on their own.

Ozpin, already aware of the plan, charged towards the taller one. "Your opponent will be me Mr. Beorthwulf." He stated, landing his cane's tip square across his jaw. The young man transformed into a Beowulf confirming his assumption.

William, though possessing a formidable ability, he lacked experience when facing a professional huntsman.

However, the matter of concern was the person, Neopolitan, with the glass-like semblance. So long as they were separated, they couldn't sneak away together. Though most concerning is that according to Miss Xiao Long, she should be able to teleport.

Why she had not simply used it was a question to ponder. Was there a set number of times she can use it, or is it a matter of distance or perhaps material interference.

It did not matter. He could interrogate her later, for now, he must focus on subduing the opponent in front of him.

/-/

Bone spikes sped through the air as though they were fired from a ballista, yet not one of them met their mark. In a feat of super-human speed, Ozpin had deflected every single one as though he was swatting a fly with a series of afterimages tracing his movements.

Ozpin's strikes were precise and pointed but were not breaching his bone plate armor. The force of the attack could still force him back, but in terms of actual damage, there was very little- aside from that strike across the jaw, that really hurt. Perhaps this was what became of a huntsman once they passed their prime. The skills remain, but not their strength.

Even so, he feared the idea of facing the man at the peak of his abilities.

He had only been fighting for about a minute, but it was clear his fighting style was as adaptive as his. No, while it was true William had more options, Ozpin was truly adaptive. Changing from attacking to evading to defending in such fluid motions the young man wished he had been trained by him instead.

Even when he could get beyond that stupid mechanized cane- which he still couldn't understand the function of- the elderly huntsman could produce a barrier of unknown energy. It felt like aura, but it wasn't aura.

The Were-Grimm wasn't sure how he knew this. Did it have something to do with his semblance? That cane? Dust? He didn't know but didn't have the time to find out. He needed to do something, he had to get back to Neo.

The words of his guardian rang in his ears "If your opponent realizes your reliance on an adaptive style, they can control what you will do."

It might not work and with his dwindling Grimm supply, but he didn't have a lot of options.

He took a deep breath, summoning the image of the Salamanders he ate on his day trip with Ms. Goodwitch and exhaled bellowing flames forcing the headmaster to block it with his shield and keep him in place.

The heat was intense, even for the one producing it. however, it was worth it if he could keep him in place. His claws increased in size, the muscles become taut and engorged. Almost comedically disproportional in size compared to the rest of his body.

The two massive trunks for arms came slamming down. The dome rippled. He slammed them down again.

And again.

And again.

All while releasing a torrent of flames. Whether it was the pressure of keeping the barrier up or the actual heat he did not know, but he could see the older man starting to sweat. His grip was wobbling and his sphere, and him inside of it, were starting to inch backward.

The flames engulfing the sphere reached their surroundings as the tile on the floor around them started to blacken and warp. Even the elevator behind Ozpin was starting to melt as any flame that washed over the green dome of mysterious energy lashed and whipped across the metal, causing the door to liquefy like the wax of a candle.

He could do this. He could make this work. *Bang* he could see the underside of his chin through his left eye…

…What?

Someone was screaming. It was high pitched and full of anger…no he could tell it was more intense. It was rage, plain and simple.

Before he could even process what had happened, he felt a burst of force on his chest, then his right eye now looked up at the ceiling.

/-/

As much as she hated to admit it, but not making herself and William appear invisible was a bad decision. In her decision to conserve aura to escape from the rest of Beacon had been a mistake.

At first glance, she had made the assumption the general Ironpenis was little more than your average meathead. Sadly, he wasn't, he could attack from a distance with his overpowered revolver so she thought he might be weaker close range. However, his size wasn't just for show. He could switch between boxing and grappling. Normally, she would distract her opponents before giving a swift kick across the face. Unfortunately, she couldn't get to close to him without risking him taking hold.

This is why women hate grabby men.

She was faster and nimbler than he was, but they didn't have long before any of those rent-a-soldier showed up.

He tried to bring down his revolver's handle like a mallet. Waiting for the last possible moment Neo used her parasol, Hush, to divert the blow to her right as she stepped on his downward descending arm in an attempt to imprint her heel in his face in a high kick. Only for him to catch it with his other arm.

He made to lift her, probably in an attempt to toss or slam her into the ground, neither happened. Her estoc sliced his glove and she felt it grate his aura forcing him to release them. As she somersaulted back she noticed his attention shift only to fire off a shot behind her.

Her confusion only lasted long enough for her to hear a sound similar to a cracking tree branch mixed with the sound of someone smashing a balloon full of meat. Followed by a large thunk.

Her blood ran cold.

Following the line of sight, she saw Will lying on the floor with half of his head missing.

Anger. Rage. He had to die.

As she lunged form him there was a strange sound she hadn't heard before. It was loud and seemed to have the cybernetic dipshit in front of her startled. But she couldn't tell what that sound was.

Or why her throat hurt.

…oh, she was screaming. When was the last time she screamed?

She honestly couldn't remember. Or understand why she was screaming. Will could heal so it wasn't anything to worry about. Even if it wasn't the case, she had seen people she liked die and she never lost herself.

So why was she so angry?

He held up his revolver with enough still that would have put her blade's tip lodged in the guard of his trigger. It would have stopped her momentum. To bad for him the fake Neo shattered like glass. It was only through his experience that he moved his body enough to avoid having his neck pierced. She settled for running her blade as far into his should as she could.

There was no aura, a false limb was not alive, there was only the material it was made of. Her blade cut through his jacket and felt like the blade went under his shoulder pad and hit something. Dark mechanical fluid stained his jacket not dissimilarly as though it was blood.

Not missing a beat, the general soldier through his artificial shoulder malfunctioning to crash his brick of a fist into her ribs, sending her flying. Even if he wasn't a meathead, he certainly fought like one.

She managed to catch herself, extending her legs, coupled with her left hand to try and slow her momentum. Her heels screeched across the tile floor. When she gained her footing, she reassessed her surroundings. Only for her to jump and role out of the way of a dark cane being thrust where her head was previously.

It seemed like they thought they could capture her in the time it took William to recover. As much as she didn't want to admit it, they just might be able to. While she didn't think she could beat them, even one on one, but in that scenario, she could at least escape. But two on one, she may have worn a smirk, but she did not feel it…until she saw something that made her smirk all the more genuine.

/-/

It was only for a moment, but Ozpin could seem a flash of confidence in the young woman's smile. While she had not dropped her Atlesian guise, but it was clear to him who she was. There were not many women with such a…unique build who go around stabbing people.

But he could not understand why her body language was so much more confident. She hid the change well, but he could tell. His millennia worth of battle experience told him as much. It was unlikely they had further allies and the data he gathered from James and Glynda suggest William would take at least take another four minutes to recover.

Small caliber ammo like the one used by Dove Bronzewing failed due to William's aura and his natural healing ability, however, larger caliber ammunition such as James' Due Process would do enough damage to temporarily incapacitate him. Glynda confirmed that when she observed him split his skull open during his flight practice. According to her and the analysis of available footage, would suggest he would be immobilized in this state.

If William was not the reason for her smirk, then she must have a plan. They would need to be cautious of her.

She took a defensive stance, eyeing them both, but not moving. Was she waiting for them to make the first move?

No, it was something else. James, probably having a similar thought, set off three shots; one each at his ten o'clock, twelve o'clock, and two o'clock. The first two revealed the short girl running behind a camouflaged wall while the one believed to be her was just another illusion.

Perhaps she was moving to aid William, even if he couldn't fight, it was still better to keep them separated. He moved at full speed to intercept her path while James made a beeline for the short woman. Firing a few shots at her. Even if they didn't land, they would at the very least disrupt her stride.

Rather than stopping, she pressed forward shifting from a leaping somersault into a dropkick despite her size, the accumulated momentum forced him back a few paces. Even while disengaging she let loose a flurry of kicks that he was forced to block as she descended. Each one forcing him to not only block the attack but constantly adjust to her changes in fighting stance.

It was like trying to swat a leaf but it was being forced along one's arm by a strong wind.

As she almost got past him, he accelerated his movements to land a few thrusts of his own only for her to parry most with her parasol. Three out of every ten did make their mark forcing her retreat.

She backflipped just in time to avoid James' mechanical fist shattering the ground where she once stood.

The short woman managed to pull off a perfect handstand on his back only to push off into a downward kick to propel herself while effectively using the general's head as a springboard to launch herself at him again. Surprised by this, Ozpin raised his cane to meet her throat only for a pink parasol to unfold diverting his cane's path as a short blade gleamed just on the edge of the pink intrusion to his vision. This time he chose to evade and jump to the side, his heel stopping at the melted and weakened remains of what was once the elevator door ready to strike her.

Yet, his plan was interrupted by a burst of strong wind pinning him before a large black mass collided with him burst them through the weakened doors.

Time froze as he was falling down the shaft he saw a Beowulf head with half of its face missing, but below it, his brown orbs met mismatched eyes; one red and one bluish purple. Taking in the whole of the young man's image he could see two curved swords in his hands.

From the ledge of the shaft, numerous branches of spikes erupted at a downward angle bound the wizen old huntsman to the other side of the shaft. Rather than targeting key points, but the sheer volume of thin and thick Grimm spikes resembled a nightmarish spider web that prevented him from even moving.

As a huntsman, Ozpin could not help but kick himself. Neopolitan had already snuck into what was supposed to be a secure facility, but also brought in explosives. It wasn't too hard to imagine she had passed on a weapon or two William. The fact she had managed to secure William's personal weapon was concerning as to just how much she had infiltrated.

It wasn't even just Neopolitan that he had underestimated. William had all but told them that the Grimm fur he manifested was in all essence a shroud covering his body, albeit one his body shifted to accommodate. He hadn't even considered that he could apply the same to his head. Or rather, that he could extend his senses through a faux head.

If it wasn't for the fact he was working for the enemy and that he was now stuck in an elevator shaft, he would have praised his student.

/-/

"Oz!" the general cried out moving to aid his friend only to see the target of his anger's head morph into a reptilian Grimm. Using the wind Dust swords in combination with his flames, he created a wall of fire halting him from charging them or even seeing them.

He didn't have time for this, they were escaping. He took a deep breath, hoping his aura would hold. Covering his face, he charged through the flame.

He felt the heat through his aura. And through his cybernetic implants. He made sure to cover the part of his suit that was coating in mechanical fluids. The fabric itself was fire retardant, but he didn't want to take any chances.

Nothing.

His eyes darted left and right in an attempt to find them. This time just firing in random directions, hoping to find them.

It was official, he hated illusionary semblances more than any other.

A glass-like substance crumbled towards the western staircase. Of course, they must be trying to escape. "Ozpin are you okay?" he shouted.

"I'm fine James. Do not let them leave."

"General Ironwood." A female voice called to him. It was Winter, her team, and Qrow.

"what the hell happened here?" Qrow asked seeing the scorch marks, bullet holes, and a couple of craters.

"The Warg betrayed us. He was working with Neopolitan and managed to deceive us and trap Ozpin."

The man with the tattered cape sauntered over to confirm, "Well I'll be damned, Oz, they got you." He almost chuckled. As usual, he is unprofessional. "You okay?"

"I'm fine Qrow, capturing William takes precedent."

"They're heading this way." The general charged towards the western stairway. Each of them ready for a fight, their weapons were drawn. They were ready, ready to lay down their lives as the general fired an explosive round, again and again until the lock gave way.

/-/

None of them would notice that the eastern door opened as they charged down the stairway, nor would they notice the sound of two bodies moving through the loading dock at the back of the building. The loading doc was designed so that it could either be sealed off or the way to it could be locked as a means to allow more time for an evacuation. Because of this, the loading docs themselves were not as heavily reinforced, meant to be sacrificed if needed, and even Neo could break into- or rather out of- them.

If Ironwood had not, likely demanding to do so, integrated Beacon's security system with Atlas' she wouldn't have been able to override the security system.

As much as she hated to do it. she had to thank that fire happy bitch for figuring out what they were planning to do to Will and supplying her with all the tech she would need.

All she had to do was grab Will's weapons, sneak into the tower before they could finish their preparations, and campout in an office until they left. It took her only a few hours of invisible scouting to get the hand of the layout and where to find the circuit breaker.

When she heard the pitter-patter of those scrub soldiers, she just had to get into position. Wait for them to confirm their team was in place and then activate the signal jammer while having her scroll record some audio as she squashed them under her boots. Both figuratively, and literally.

She then only needed to wait for Will to get them far enough away from the breaker. There was no way anyone would be able to catch her pet. She was especially happy to hear he killed one of them. She was so proud of him.

One everything was in place; it was showtime.

Now she probably could have done things a little differently, but she needed to get one of those scrolls. While she could have overridden it with the scroll Cinder gave her, she didn't want to raise any flags. She needed them to think only Atlas tech could hack Atlas tech. So, she needed to get one of the two headmasters to come to her after meeting up with Will.

Given how Cinder's contact talked, general Ironpenis was the type to care about his soldiers. Granted, the weirdo was an eleven on the scale of one to ten on the pompous dick scale. So, she took it with a grain of salt.

A few explosive Dust shells and an idiot in his underwear was supposed to bring him up to the second floor, but it didn't. so, she had to get a little more creative. All she needed to do was leave a little blood trail and he was too focused to notice she had swiped his scroll.

Things took a bad turn when she tried to ration her aura. She hadn't had a proper sleep in the last three days and could use something to eat.

During the fight, Will made her so proud. He managed to pull one over on two headmasters of huntsman academies and even managed to signal her without them doing it.

By the gods, she was so proud of him. when they got back to the hideout after a meal and nap, she was going to take him around the entire world.

After escaping the tower, no one noticed when the image of two Atlas students, generic in their very appearance, one a short young girl with blonde hair and pink eyes and a young man with dark blue hair and green eyes, walked through the bullhead gate towards their designated exit point.

Granted many wouldn't have noticed them in their non-disguised formed as many were distracted by the infamous Winter Schnee suddenly manifesting on a terminal only to flash her chest for the entire port to see.

She chuckled as just about every jaw in the building dropped and reporters who were there to attempt to gather any kind of information on Will suddenly starting to bash the flash button of their cameras so hard they may well break.

She could have snuck away more quietly, but NO ONE, other than her, is allowed to mess with Will. NO ONE!


Neo is forever the greatest troll in RWBY and we all love her for it.

Wow, gotta say I was somewhat dreading writing this, but the more I wrote the more engorged with it I became.

Also, for those who caught it, the names from Beta team are all names of characters from the SCP-Foundation. I have no idea why I did this, but I like it so there.

Please remember to review. Each comment and PM helps me make better chapters for you to enjoy.