Sitting at the top of the gate at Ryuudou Temple, Assassin stared impassionately at the trees and steps below. His mind anything but calm while doing his best to reign himself in. Yet even then Kojiro couldn't help but think back to him.

The man who dishonored him in life.

Coming late to their duel, blinding him, harming him with that blasted oar. Not to mention disgracefully killed by that man's own students while Musashi then left without ever looking back. Memories of the battle of that night still replaying in his mind.

How 'she' revealed her true identity, with Kojiro learning she was no beautiful and strong woman worthy of his attention. But instead his great enemy who took the form of such a woman to undoubtedly temp him in that form and make him lose when the time came. With those creatures of darkness then attacking him when he least expected allowing Musashi to escape.

Gripping his blade, Kojiro's eyes became colder than steel itself.

'We will meet again Musashi.' Kojiro thought. 'And when we do, I will ensure the dishonor you dealt to me will be avenged.'

Kojiro just hoped that his hated enemy won't die too soon. He'd go find Musashi himself but because of Caster's intervention Kojiro is trapped on this mountain. Blast that woman, never has he hated being trapped here more than ever.

Why, Kojiro bet Musashi was mocking him that where Kojiro was stuck here unable to move, Musashi himself can travel around as he pleases while probably using his new female form to trick others. The bastard!

Before Kojiro could dwell more on such negative thought, he heard something. Looking down, the Assassin then saw more of those black creatures. Yet instead of coming at him, they were leaving.

"Strange." He said as he watched a few of them go. Just where were they headed?

Fuyuki for many days had assume and thought the mysterious 'gas leaks' were bad enough for them already. Believing that the people being knocked out, the strange random destruction and flares of light were as worse as things could get. Well, they were about to discover how wrong it was for them to assume such a thing.

"Graaa!"

They're weren't particularly many of them, and in truth should have been more. Despite the panic and fear felt only just a small group came into Fuyuki while the rest for unknown reasons remained at the temple. These creatures just being more curious than the ones left behind. Numbering just a little over a dozen.

"No! Nonononoo-!" To one young man, they were his death as claws longer than any sword pierced through his chest and stuck out his back before the second claw went through his abdomen and both then pulled in opposite directions.

"Ahhhhhh!" That was more than enough for the regular people of Fuyuki to scream and panic in fear. Fear that made these Grimm only more interested in killing them all. With roars and screeches the Beowolves, Ursas, Creeps made their move with one alpha leading them that truly made the people in this section of Fuyuki panic.

"Scrcrcrcrc!" A massive scorpion in their eyes with a large stinger and great big claws. One that clicked it's mandibles as it lunged at the nearest car with a family of three and crushed it within it's might claws as the family died by either being crushed or the small explosion that caused fire to engulf whatever residence remained. The Deathstalker then threw the caw as it crashed into a café where more people died.

Sensing these deaths and screams made the Deathstalker glad it finished the job and then gave a single command to all the Grimm with it that they enjoyed.

To split up and kill any humans they encountered.

With their inhumane howls and roars the Grimm agreed and all of them split off to find more humans. It was only natural then and there that the people of Fuyuki would start running even harder while the few police in the area started calling for help and back-up.

Sadly, this would do little as the first few police that began shooting at these unknown creatures would perish as their bullets did little to stop these abominations. For they are beings capable of fighting humans that have gained enhanced strength, subpar speed, and utilizing attacks that would crush them where many of their brethren died from just that. Against simple bullets that couldn't even pierce their hides, the Grimm simply walked toward the frightened humans and eviscerated them not even considering them a threat.

"Scrcrcrcrc!" Including the Deathstalker as it moved quickly across the street. Cars that had people stuck there were promptly crushed while it's stinger swung around slamming into people. While the latter action might have seemed useless, considering the humans of this world lacked aura the very heavy stinger actually broke their bones leading to internal bleeding and if not instant death.

If anything, the Grimm rampaging were having a far more easier time killing these strangely weak humans. The leader of this group, the Deathstalker, found it odd that these humans weren't even fighting back where those that did just used attacks that didn't even harm it. The bullets those blue dressed humans used didn't even leave a mark while it's claws certainly left a bloody one on them.

The Deathstalker of course didn't care for this and just decided that if these humans were weak, then let them be weak as it continued killing anybody it saw. Where a whirring is then heard with the Deathstalker's eyes then looked up seeing a some strange Bullhead of sorts in the air where a few humans were inside it.

"This is your on the scene reporter speaking, and we are live right now." A reporter where she and her crew have come upon hearing a disaster happening in the outskirts of Miyama itself and were shocked when they saw what was causing the disaster.

The camera man himself looked horrified and frightened when he saw the abnormally large scorpion that should only be seen in manga or those American comics. Then twisted his body around to see some werewolf with bone armor bursting from a clothing store with blood splattering all over the ground. Another turn showed a big bear of sorts ripping through a crowd of people who tried escaping.

The woman gulped at the gore and tried to ignore it and speak instead. "Right now Fuyuki seems to be facing unidentified...animals of sorts. All of which are aggressively attacking the people. This viewing isn't recommended for children or for those who cannot handle the...nauseous events happening here."

As the reporter spoke, down below the Deathstalker gazed at the helicopter then screeched with it's pincers in the air. From there hearing the call small creatures were then seen flying toward the helicopter.

"Currently we have many officers trying their best to...what the?" It was then the reporter and her camera man saw a bunch of black dots in their vision. Though it became apparent that it was actually a bunch of...birds?

"What are they-" Before the cameraman could say anything more, the 'birds' screeched as they then entered the helicopter. The three occupants within the chopper screamed as these birds, or Nevermores in truth, pecked at their flesh and tore at it. The two near the edge of the helicopter then falling off while the driver of the chopper futile tried to wave the Nevermores off him but could do nothing as he shrieked in agony.

Didn't help matters when the helicopter, now without a driver, flew erratically until it slammed into a building and caused it to crumble into a heap of ruined metal. Those watching at home became more terrified with some locking the doors and more while those outside ran to the nearest shelter they could find. Not that it would help them as the Grimm would chase whatever they saw.

Even when many humans locked the doors inside a shop, they just burst through the walls like it was made of legos. Their strength superior to the humans and their senses excellent in hunting down their fearful prey.

One Beowolf ripped apart the doors of a candy shop where the parents and children huddled in terror. Watching as what should have been a fairy tale creature loomed over them with open jaws the size of their heads and claws that would render their flesh apart. Tears came out of them all as the beast got closer and raised its claws.

Wham!

Only for a single strike from a cane to rip off it's head. The people shocked as the beast dissipated away while revealing an white haired man who then quickly left them without even looking back.

'Damn it all!' Ozpin angered as he ran to the nearest Creep and killed it off with ease. Glad that they seemed to be relatively young Grimm as they acted wild with no hint of strategy. Killing them off as swiftly as he could only to growl when he heard loud noises countless blocks away.

Ozpin couldn't believe it and chided himself. Berating how foolish he had been in thinking the Grimm would stay at the temple Caster called a base forever. Up until now, Ozpin noticed how odd the Grimm had been acting for some reason and held restraint in wandering. Because of that, it made Ozpin forget that in the end odd behavior or not, at the Grimm's core they were still beings that wished to kill no matter what.

Even the Grimm's new master and mistress, couldn't fully control their desire to hunt humans and could at best just hold them back or guide them in a different sense. Meaning it was only a matter of time before something happened in Fuyuki that caused fear making the Grimm snap out of their odd behavior and hunt down the negative emotions they sensed.

So naturally in a city where Servants were battling and magus who didn't much care for human life would create some form of panic. The second the screams started Ozpin ran as fast as he could. With aura he whizzed past cars with ease and saw the destruction the Grimm were causing. From what he could tell, there were only a few and already he saw many bodies. Both civilians and officers who quite frankly stood no chance against the Grimm.

"Gruaa!" Ozpin then saw a Creep munching on...the young. With rage he ran at the vile beast which turned as it sensed Ozpin's anger. It got a kick that was so hard it's head popped off while Ozpin gritted his teeth. All this death, this destruction, all that could have been avoided if Ozpin just attempted to do further research on the Grimm who were on a world that has never seen them before. That wasn't prepared for them in the slightest.

Ozpin then saw a nearby man screaming as he was being chased by a Boarbatusk. Going faster than any Olympian the man who should have had his spine sliced saw Ozpin kill the creature with a mere cane.

"Who-" Ozpin was already gone before the man could even thank him. Who was trying his best to save as many as he could. But Ozpin already knew many would be dead by the time he could find and kill the Grimm. After all, this world had no natural response for such creatures or prepared defenses, leaving Ozpin as the only one to deal with them.

"No." Ozpin then said as he turned the corner and shot a small yet strangely potent green burst of magic at an Ursa obliterating it. "Not just me." It was a long shot, but if Ozpin recalled Rin stated that there were other Magus here and maybe they might help, even if out of self-interest along with the potential of other Masters. At least, that's what Ozpin prayed for.

"Get away from me!" This shouldn't be happening to him. Him of all people! A Magus that was just taking a quick vacation here in this town with intent to relax and maybe get a few people as subjects for his work. Instead, here he is being chased by a damn phantasmal beast of sort in the form of a bear that growled at it. Despite shooting bolts of energy at it, the creature shrugged them off like it was used to it and kept running at him.

"Fine." The magus then said."You wanna die so badly, then die!" The magus then sent an invisible wave of magecraft designed to affect the users soul and damage it. No doubt this thing would bend down in agony at having its soul attacked.

"Gruua!" Yet to the magus's shock, the bear didn't even seem to care let aside looked bother that it's soul should have been damaged. The magus unable to do anything as the bear's foot was raised and ready to crush him.

Shing!

Only for the surprise of a sword of all things to pierce it's head and making it dissipate.

"You got it?" Rin asked as she overlooked the rooftop. Archer speaks to her with a scoff.

"Of course." He said as he then looked at a great distance and then raised his bow and shot another projectile, an arrow this time, which pierced a Creep a few blocks away from devouring an old couple. "Still, I have to say it seems Ozpin was right about the Grimm. That's quite a bit of destruction from just over a dozen of these things."

"Well yeah." Rin said, though didn't look pleased about this at all despite her words. "Humans can't stand up to phantasmals, and these things are clearly good at killing people."

"Then it's a good thing we're here. Though I must ask one question." Archer launched another few arrows at the massive scorpion and the werewolves near it. The latter were killed, yet the former was surprisingly resistant to the arrows. Hm. He needed something a bit tougher. "Are you alright with me doing this, and no doubt Ozpin showing off his power."

"..." Rin just narrowed her eyes for a bit before a sorrowful look entered her eyes. As a memory came to her.

A young girl in an alley, where from the darkness a shapeless mass of tentacles and teeth came ready to consume her.

"We can deal with that later." Rin then said as she looked where Archer was looking at. "I assume the one over there is tougher."

"Unfortunately yes." Archer's greater eyesight saw it all. The Deathstalker literally crushed cars under its feet and slammed buildings with people until it shattered. Honestly, these things were doing more damage to the façade than any Servants flashy moves seen as at least the Servants kept hidden or ran away in time. "It is indeed…" Archer narrowed his eyes into a glare as he saw the massive scorpion then grab people and devour them whole while crushing a truck full of high schoolers with its tail and pincer. "Tough."

Archer readied himself. "But I can handle it."

From his bow Archer spawned the same arrow he used against Caster. The witch was good, and managed to escape Caladbolg II even if she did gain some damage against it. This creature however won't be as lucky. Though just before Archer could release the bow, he and Rin heard a massive cawing sound and she and Archer looked up.

"Seriously." Rin lamented as a shadow came over them. "Just what kind of magus had the idea to make oversized turkeys." In the sky, a Nevermore with a massive wingspan is seen where it was practically seen by anybody looking up. "Archer." Rin started.

"Got it." Archer swerved his positioning and shot his sword-turned-arrow which twisted space itself. Quickly and efficiently killing the bird before it could do any form of damage. Of course the damage of it being seen was already done as those who saw the great bird in terror saw it screech in agony as a blue light seemed to engulf it before only a few dissipating feathers remained.

A loud noise is then heard along with a roar and flashes of red light then came.

"Oh come on!" Rin turned and saw smoke coming out near the elementary school. As if these Grimm coming out was bad enough, it seems some idiotic Masters were having their Servants fight out in the day. That wasn't good, and Rin couldn't just ignore the massive scorpion doing so much damage. Meaning she had to make a choice to either leave the scorpion and deal with whatever Servants were clashing in this time of crisis, or have Archer continue dealing with the damn arachnid. Even worse, this situation wasn't even mentioning how the normal people are now seeing magecraft in action in the form of the phantasmal beasts. Was Caster doing this on purpose, or did she mess up?

Either way, no doubt the Mage Association will hear of this soon enough. Rin feeling more stressed than ever. Though before she could make a decision Archer spoke up.

"It seems we won't have to worry about the scorpion." Rin was confused by Archer's words and looked back and enhanced her sight. There she saw none other than Saber there with her swords out. Archer continued on and also added, "And it seems our mystery man is already killing the lesser Grimm already."

Rin held back a sigh of relief. While she was glad that these Grimm won't be a problem for long, it seems she underestimate just how dangerous they could be when attacking. Having just assumed Caster would reign them in when clearly she couldn't. So while glad this problem will be cut, a new problem will occur in the form of the Mage Association knocking on her door and the crisis of dealing with the exposure of magecraft.

But for now, Rin has Archer grab her and make him go towards where the two Servants fighting to deal with them. Putting aside all future problems for later. Though one question did come to her mind.

'Where's Emiya?'

Eyes slowly woke up, and were so tired as Shirou moaned.

He then winced as he felt a pain on his right arm and slowly turned his head.

"..." Only to see he had no right arm at all where his mouth opened up. Where it was then upon seeing his limbless state he suddenly remembered what happened. The talk with Illya. The good mood. Then the pain that caused him agony as his aura shattered. The blood spilling out all over as he fell onto his knees. The helplessness as he then fell into the darkness.

Shirou began hyperventilating.

'This-this is-!' He twisted and turned, only to see he couldn't move properly at all. So Shirou tried pulling his head up where he then saw his body was strapped down on some kind of medical table. Where his eyes then noticed he wasn't outside like he last remembered, but wasn't anywhere he recognized.

Instead he seemed to be in a dark room with rather elaborate and exquisite wall design and where the lights are dimmed. Shirou then heard the creak of a door opening where he then saw none other than her, the girl who claimed the wish to kill him

Saying, "Hello Oni-Chan." She smiled innocently at him as she looked at his current state. Particularly his missing arm which was no longer bleeding heavily thanks to aura and whatever she did as she stepped forward. "How are you feeling?"

While the Grimm are usually seen as jokes (with certain exceptions) due to the RWBY cast butchering them like no tomorrow, making one wonder how they're even a threat, here I decided to change that. In a city where nobody knows of Grimm, clearly the Grimm were winning and quite honestly would have done more damage and casualties had it not been for Ozpin, Rin and Archer alongside Musashi. Dealing with these creatures that could have potentially culled Fuyuki big time.

But despite them killing the Grimm, this is NO win as the Grimm were seen and the Association WILL take action. More so towards Ozpin who revealed his powers to many and that's not even mentioning the camera seeing Lancer and Berserker alongside the survivors of the Grimm. Things are gonna get messed up.

On the bright side, Shirou is okay...Maybe.