AN: I just want to address a guest review I received real quick before we start. It was about making a Dirge of Cerberus fanfic. I haven't actually played Dirge of Cerberus, so it's not likely to happen. Sorry.

Anyway, on with the chapter!

And I'm so damn close to 1,000 reviews! EEP!

Chapter 56

Night had fallen by the time the group found a building of note, that building being a mysterious factory. Pipes ran all along the property, some of them having sprung leaks and depositing a noxious green goop all over the ground.

"Ew, this place smells terrible," Ruby said.

"What is this stuff?" Mercury asked.

"I'm not sure, but I don't think we should touch it," Mom said.

"Have you found something?" Professor Ozpin asked.

"We're looking at some kind of refinery," Blake answered. "There are pipes carrying a green liquid that just looks toxic.

"I suspect Merlot is on this island for a reason," the professor said. "He's harvesting this substance, and whatever he's using it for can't be good."

"We'll do our best to get inside and investigate," Mom said.

"I don't think so," Dr. Merlot's voice suddenly cut in, and several red robots jumped down from platforms above them.

"You have to realize that we're stronger than these things, Merlot," Mom said as the group drew their weapons.


Within minutes, the robots had been reduced to scrap metal, and the group found that the path forward was being blocked by steam being expelled from a pipe. Mynt snapped her fingers, drawing everyone's attention to a valve next to it. The diminutive girl walked up to the valve and turned it, causing the steam to dissipate.

"Hey now," Dr. Merlot said. "I wouldn't do that if I were you."

"Good," Professor Ozpin said. "That definitely got his attention. I want you to follow that pipeline. With any luck it will lead us right to Dr. Merlot."

"I can hear everything you're saying, you know!" the mad doctor taunted. As the group rounded a corner towards the factory, they could see a catwalk leading around a large silo. Before they could get to it, however, more of those red androids showed up. Ruby just rolled her eyes and pointed the Keyblade at them.

"Vine-ra!" she shouted, and vines wrapped around the robots, allowing the others to destroy them without resistance.

"Oh, Oz, your puny proteges have proven to be quite annoying," Merlot said.

"I can remember the other professors at Beacon saying the same thing about you, Merlot, though the word they chose was less kind," Professor Ozpin replied. "Ever since you got it in your head that experimenting on Grimm was a good idea… Your obsession has and will continue to be your downfall."

"Why would you experiment on Grimm?" Ruby asked.

"The Grimm are a superior species, fascinating in their biology, their unbridled, raw aggression and lack of sentience makes them the perfect vessel."

"That line of thought illustrates exactly why you could never be trusted, Merlot," Professor Ozpin said.

"And what about those Heartless?" Mom asked.

"Ah yes, the new creatures. I may have stumbled onto something even more fascinating than the Grimm, but I'm still working on controlling them."

"That's insane!" Ruby said. "You can't control the Grimm or the Heartless!"

"Not yet," Merlot said. "But it's only a matter of time."

"It's amazing that you survived the disaster in Mountain Glenn, Merlot," Professor Ozpin said. "Was it sheer luck or part of your master plan?"

"Would you believe me if I told you it wasn't my fault?"

"I believe that you wouldn't take accountability for your actions."

"Admittedly, Mountain Glenn is a bit of a sore spot for me," Merlot said. "Decades of hard work, countless research projects, not to mention all of the specimens I'd collected over the years, all lost without a trace." Merlot hadn't even mentioned the people that died, a detail that didn't go unnoticed by the group.

"Let me get this straight," Professor Ozpin said, uncharacteristically angry. "You're upset that you lost your research?"

"But of course," Merlot said. "The work done at Merlot Industries was critical to the advancement of artificial intelligence and genetics. Without it, Remnant would still be in the dark ages."

"That's not the point!" Professor Ozpin snapped. "An entire city was laid to waste! Countless lives were lost! My only question is how much of the damage were you personally responsible for?!"

"Well how else was I supposed to conduct my research?" Merlot asked as if Professor Ozpin was the insane one fore suggesting that people's lives were more important than research. "Our supply of test subjects was running thin." Ruby's eyes widened.

"D-Does he mean…" she asked.

"And when the Grimm came back, the city's population was driven underground where it was safe," Professor Ozpin said. "No thanks to Merlot Industries."

"He lured the Grimm into the city?" Emerald asked, aghast at what they were learning.

"The Mountain Glenn disaster was caused by one psychopath?" Blake asked.

"I take offense to that word," Merlot said.

"I don't care," Mom snapped. "It's accurate."

"You just can't appreciate my work," Merlot said. "I'm sure I can change that."

"What are you getting at?" the headmaster asked.

"Maybe you all can be of some use to me."


Yang and Mercury broke down the door to the lab, allowing the rest of the group to enter the facility. They were greeted by a tall, wide hallway, the entire interior of the facility a gunmetal grey color.

"Greetings, and welcome to Merlot Industries, where we're building a better tomorrow…today!" Merlot said cheerfully through the scroll. "I'll be sending you the bill for the door."

"This guy's really pissing me off," Mercury said. "Find me something else to break."

"Everyone, in order for me to help you, I'll need to know the layout of the lab," Professor Ozpin said. "Keep your eyes peeled for any maps, schematics, or better yet, any access terminals that would allow us to tap into Merlot's network."

"Looks like you're up again, Mynt," Cinder said, and the girl gave a cocky grin in response.

"Making yourselves at home, I see," Merlot said. "Please, right this way," he said, and an elevator down the hall opened up. "Here at Merlot Industries, we take pride in innovation. Together, with your help…and a little bit of your special spark, we will build a better tomorrow!"

"For you, Merlot, there won't be any tomorrow," Ozpin said. Despite their wariness, the group stepped into the elevator, the door closing behind them and the box lurching.

"Going down I guess," Ruby said nervously. After a few seconds, the doors opened, revealing a lab before them. To their shock, the room was filled with tubes, each one containing a person. Some of the people noticed them, and quickly stood up in their pods, slamming their fists into the glass to try and escape. They couldn't hear what the prisoners were saying, but they could see the panic in their faces.

"What is this?" Ruby asked in horror. "What's he doing with those people?"

"I'm glad you asked, young lady" Merlot said happily. "These Heartless creatures are fascinating. Monsters born directly from the Darkness in people's Hearts. It took quite a bit of work, but I finally figured out how to create more of them. Controlling them still eludes me, but I'm sure with your help, I'll have a breakthrough soon."

"Merlot, you didn't…" Professor Ozpin said.

"Would you like to see how it's done?" Merlot asked, and green lights appeared at the bases of the containment pods.

"No, no, no, no, no," Mom said. "We need to get these people out of there!" she shouted, summoning her Keyblade. "He's going to turn all of them into Heartless!" She ran at one of the pods, viciously attacking the glass with her weapon. Ruby did the same, approaching the nearest pod with her Keyblade drawn. Her heart nearly shattered when she realized that her pod contained a little girl with brown hair dressed in rags, probably no older than five, her little fists pounding on the glass and tears in her eyes. Desperately, Ruby started smacking the pod with Crescent Rose, but it wasn't even making a dent.

Looking around, she could see that the other pods were starting to fill up with a dark purple gas. The occupants were struggling to breath, falling to their knees and coughing. Within seconds, they let out quiet screams of agony, and bright pink, Heart-shaped lights exited their bodies, only to be swallowed up by darkness. Their bodies faded, leaving behind Heartless. The Heartless looked at her, their bodies twitching inside their glass prisons. One by one, her teammates, Cinder's team, and Mom all failed to save the people trapped in their pods.

It was just down to Ruby and the little girl.

"No!" Ruby shouted. "NO!" With a scream, she stabbed her Keyblade directly into the base of the pod, pouring as much Thunder magic as she possibly could. She looked up, and could see the dark cloud start to fill the little girl's pod as electricity coursed through the machine…

And the pod door opened.

Without an ounce of hesitation, Ruby scooped up the little girl with her Semblance and sped across the room, getting as far away from the cloud as possible.

She slammed her back into the opposite wall, the girl held tightly in her arms.

"Are you okay?" Ruby asked, only to met with sobs as the girl buried herself in Ruby blouse and cried.

"Ruby!" Mom said, running up to her.

"I…I did it," Ruby said tearfully. "I saved her."

"Yes, you did," Mom said, putting a hand on her shoulder and smiling.

"While this is touching, I believe you have more pressing concerns," Merlot's voice said.

"What the fuck is wrong with you?!" Yang shouted, her eyes turning red. "How could you possibly justify doing this to people?!"

"No sacrifice is too great for the betterment of mankind," Merlot answered. "These Heartless creatures are superior to the Grimm in every way. If they can be controlled, we'll have the perfect army against the Grimm."

"But Heartless are created through people's hearts!" Mom argued. "What's the point?!"

"A minor detail," Merlot said dismissively. "There are no shortage of undesirables for me to pick from."

"You're a monster!" Ruby shouted.

"I've been called worse," he said. "Now, let's test your skills against these newborns, huh?"

One by one the pods began to open, the Heartless stepping outside. Ruby put the girl down and glared at the monsters in front of her.

The monsters that they had failed to save.

She screamed, and summoned Crescent Rose.

AN: I actually was originally planning on having the little girl turn into a Heartless, too, but then I decided not to traumatize poor Ruby that much. So now she's the only one they were able to save.

Considering the fact that Merlot had no remorse about being directly responsible for Mountain Glenn's destruction, I can also see him having no issue with human experimentation.

So, the next chapter is going to be the finale of the Grimm Eclipse storyline! I'm getting excited!

As always, thank you very much for reading, and I'll see you all next time!