Ozpin won't deny that he hasn't been captured before. Not often, but there were rare moments when Salem, throughout their history of fighting, would apprehend him for information. Such as the Relics, his current plans, allies, and so on.

While Ozpin can't deny he let loose such things-excluding the Relics-considering what torture does to one's mind, it did however allow Ozpin to build a resistance of sorts. Resistance to pain when under stress and the like. Though they were bad memories and moments of his lifetime, Ozpin recalled those times he was ripped apart by Grimm or Salem's magic.

Still, at times like this Ozpin could keep his calm.

"Guh." Though even he couldn't hold his disgust as he saw these...phallic creatures biting down on him with their teeth. Certain Grimm were disgusting to look at, but at least they didn't look like a man's presciouse part. More so when these things were draining him of what little magic and aura he had, to ensure he couldn't escape. That also wasn't even mentioning the light that surrounded him.

'A ritual.' Ozpin thought with worry.

Before magic was taken, most who wielded it mainly used it instantly. However, there were certain individuals who utilized rituals for other purposes to create different effects. Not that Ozpin knew much about those, as he was a warrior back then and not a scholar. Either way, while not knowledgeable on such rituals Ozpin did strike down those who were willing to use bloody rituals. Not the blood of animals either, but instead of fellow humans.

Something Ozpin was going to be a part of as he saw the elder man chuckling and humming on the occasion from the corner of his eye. While he couldn't see his expression, the mood the man gave off showed he was happy and anticipating what was to come. What that was, Ozpin needed to know.

"Just what are you doing?" Ozpin then asked, deciding to get to the point of matter at heart. "Stealing my immortality...Is impossible."

"Not impossible. Just difficult." The elder magus spoke up, as he answered Ozpin's question without care. Too much in a good mood to not even consider any potential risks of his answers. Instead, simply seeing the goal of his wish at long last.

"I highly doubt that." Ozpin said as his mind went back to him, the God of Light. A powerful entity that created humanity and while not as destructive as the God of Darkness, is still a great threat. The very same that also gave Ozpin his own immortality alongside Salem. Frankly, Ozpin found it difficult that someone could even take his immortality like so.

Sadly for the ancient wizard, he had no clue of the laws here upon this world. Something Zouken was going to use as he oversaw the ritual.

"Think what you will." He speaks as he could feel the ritual doing its purpose. "It doesn't change that soon, I will become immortal at last. And my soul will no longer rot."

"Rot?" Ozpin narrowed his eyes. "What do you mean by that?"

"Hehehehe." Zouken chuckled as the worms around them also gave off a sound reminiscent of said laughter. Ozpin being more than disturbed by this as he then saw Zouken looking down at him with a smile. "Oh, how fortunate you are." Zouken then says with a hint of jealousy in him. "To be given a gift that is like the Snake, all while keeping your soul from rotting despite the fact you don't go to the Root."

While these words passed through Ozpin's head, as he had no understanding or context of what Zouken was saying, the latter knew. There was only one man who had gained the unique power of reincarnation, the ability to enter a new host. With the one called the Snake having achieved it through his own unique method, coming back despite all his deaths.

'Well, until he died.' Zouken thought as he heard reports how the Snake died many years ago against a mysterious person with black flames. How pelicular really, as, the Dead Apostle should have revived if only his body had been destroyed. Beyond that point, Zouken could see that Ozpin has achieved something just like the Snake. There was just one major difference however.

"It still amazes me how you managed to ensure your soul doesn't rot, by supplementing it with the souls of others." Zouken then says, making Ozpin pause.

"...what?" It made sense Ozpin didn't know this. However, one thing Ozpin did know is that humans shouldn't live forever. There was a reason for that though, and the same can be said for the souls of earth as well. Human lives are finite after all, and while a crude comparison one can imagine a human life to grocery meat. The meat is good for a time, but after a while it expires. Where once that happens, the meat begins to rot. For a human that attempts to live longer than they should, what rots isn't just the body, but their soul as well.

"Oh yes." Zouken chuckled as he eyed Ozpin. "I have to admit, I was confused at first when I saw you and learned of your gift. To be reborn, and yet unlike the Snake, your soul doesn't go to the Root to be recycled, instead stays in the astral world while seeking a host. Even though you run the risk of rotting." A soul can't stay in the astral plane for long, as doing so can make a great risk, like Zouken's own method of longevity. "But I became impressed when I realized, you just merge with the souls of others to provide nourishment to your soul before it rots. Impressive!"

The only one not impressed is Ozpin. As his eyes narrowed down in anger at what this man was saying so casually. As if he just inhabited the body only to devour the soul to take over. Still...Ozpin couldn't exactly deny the fact that, even if out of his control, he did take over his hosts lives.

While not as cruel as this man suggests, in the end Ozpin has long accepted his hosts becoming somebody else that isn't them when they start the merge. True there are similarities between his hosts and himself, due to his reincarnation seeking such people. In the end however they change, becoming part of the human once known as Ozma.

Zouken however didn't care. If anything, he was just glad that this form of immortality, while somewhat inconvenient, can be used to ensure his soul no longer rotted. As by merging souls together his own rotting soul can regain some of its former 'youth'.

The ritual Zouken had will allow him to not so much as steal Ozpin's immortality, but instead take the 'authority' of it.

"It won't work, you know." Zouken then looked at Ozpin, who gazed at him. "Whatever belief you have, that taking my immortality will grant happiness for you, is wrong." Ozpin then spat out his next words with a bit of spite. "All immortality granted to humans is pain, especially to those unprepared."

While Ozpin has experienced much joy and pleasure, he knows himself that constantly reincarnating isn't something he truly wants. The same went to Salem, who 'broke' somewhere along the way and wishes to die, but only after dragging him and all of Remnant with her. While he may no longer see them in good light, the words the Brothers told Ozpin of life and death made much more sense to him now. For the reasons human had such finite lives was to avoid this kind of fate.

"Words of a blind man." Zouken dismissed Ozpin's words with a sneer. Not even bothering to heed the advice and hearing them as nothing more than the rambling of a fool. "Do not bother trying to convince me of such deceptional tricks." As if a mere speech would convince Zouken to stop his goal of immortality after five-hundred years.

"Don't say I didn't warn you." While Ozpin didn't think whatever ritual Zouken was using would work, he may as well tell him still. In the meantime, he checked his internal magic and aura and as suspected, could feel nearly nothing. The worms took the exact amount that regenerated and ate it to prevent any usage of them. Nothing Ozpin could do about that, and with his limbs unable to move Ozpin felt that his chances to escape were slim to none.

Meaning he can only rely on help to come and get him. The question was, just who would do so?

His allies then came to mind and Ozpin sighed. 'Good people they may be,' Ozpin looked in the dark room he was in. 'but would they even know where I am?'

Ozpin could only hope so, as he now had around twenty-five minutes left before this unknown ritual began.

"You let Ozpin be taken?!" It has been just a few minutes since Shirou finally woke up. Having been unable to bring up his aura, Shinji with his own easily knocked him out as Shirou had been ready to try and help Ozpin. Only to wake up in the rather ruined home with Illya, Shini, and Squirrel-zerker all looking at him. It only took two minutes for Shiroun to recall what happened before.

"Oh don't give us that." Shinji rolled his eyes. "Like hell we could save that bastard when a bunch of worms came and attacked us while we were distracted."

"Not to mention a Servant down." Illya sighed as she once more looked at her Berserker riding on her shoulder. "That old bastard planned his kidnapping very well, and stalled us for time."

"What about your Servant?" Shirou then looked at Shinji. "Couldn't you have called her?"

Oh right, Rider. Now, Shinji could tell the truth, that being he couldn't. As his grandfather stole the book needed to control that bitch. However, if he said that, then those two will realize he wasn't a Master, and as such could discover his secret of not being a magus at all. Something he couldn't allow.

"I...didn't want Sakura undefended." He lied.

"...I see." Shirou, while still upset. Seemed to have accepted that answer as his mind also went to Sakura. As sweet as she was, she was defenseless. "I guess that makes sense."

"More like stupid." Illya looked at Shinji as if he made a mistake. A look Shinji hated. "You still should have called your Servant, even if she is weak. Though…" Illya thought back to Zouken. How a strange book appeared in his hands while Shinji was surprised. She had been preoccupied by Zouken's appearance that Illya didn't get a good look at that book. Making her wonder just what it was.

"Illya?" Shirou noticed her pause, the girl realizing she stayed silent for too long as just finished her sentence.

"Nothing." Illya then said while crossing her arms. "Just disappointed that you allied yourself with this piece of garbage." Shinji gritted his teeth and stood over Illya. He may not be the strongest guy around, but he did exercise and compared to a Homunculus who didn't weigh much and held little to no strength in physical confrontation, even Shinji could win.

The sound of a chipper is then heard and Shinji then feels some teeth on his neck. His Adam apple bobbled as Shinji then realized Squirrel-zerker was there and ready to tear his throat apart if he made any moves on Illya who grinned at the action.

Shirou sighed as while he was glad the two weren't trying to kill each other, he got the feeling they would if they had the chance. 'Though Shinji's likely to die first.' That squirrel was dynamite.

"Look, let's just stop and focus right now." Shirou then tells the two to knock it off. "We need to act before Shinji's grandfather does...whatever it is he'll do."

"Might be too late." Shunji whispered quietly. To be fair though, he once saw his grandfather devour a person to remake his form. Heck, he bet he did the same to Ozpin meaning there's probably nothing left of the dude.

"I don't know Oni-chan." Illya talks to Shirou, uncertain of his plan of action. "I mean, you're kinda useless right now." She mercilessly tells him straight on. "You have no knowledge of what Matou can do, and no idea if this Ozpin guy is not dead already. Seems like a waste of time."

"He could still be alive though." Shirou insisted. "And I'm not gonna let someone die at this moment." Beside, he still has Saber to help out, and Servants were supposedly stronger than any Magus, meaning he should be good.

"What about Caster thought?" Shinji then asked. "Isn't she still out there, doing her thing? Shouldn't we be going after her first?" Not that Shinji wanted to. He just decided it was best not to face his grandfather who might be upset if he were to show up and try to stop him. Still, this did get Shirou to stop.

'That's right, Caster is still around.' Not to mention still draining people to the point some might die. Yet he couldn't just abandon Ozpin either. Either way, there were two choices in front of him and both required he left someone behind. Shirou gritted his teeth, uncertain what he should even do.

"Hey, I'm back." Then suddenly Saber returned. Looking a lot better as she healed way quicker than ordinary humans. "Just returned from meeting Tohsaka and her Servant." Shirou's eyes widened. He then turned to Saber and wanted to ask something.

"Do you think they can-" Before he could even finish his question however, Saber interrupted.

"No."

"...huh?" Shirou was confused. Saber just sighed as she went to explain herself.

"Sorry Master. I already know what you're going to ask." Definitely involving Ozpin naturally. "They said they wouldn't help us." Shirou's response to that was natural.

"What!?"

Saber looked and felt bad, but there was nothing she could do about it. "The two said they were busy with other matters." The Saber told her Master. "As such, they won't help us at all."

"You've gotta be kidding me." Shirou said angrily. Granted, he had a good idea why Rin couldn't help him save Ozpin, but even so that didn't make him feel any better. Shinji and Illya on the other hand did understand, and as such didn't see too much of a problem there.

"Yeah." Saber nods, also upset but composed herself better. "Still, at the very least they aren't going to do nothing. They mentioned they'll be dealing with Caster, so that's good." On that Shirou actually did agree. Where suddenly he came to a realization.

"If...Tohsaka and Archer are going to deal with Caster, then," That meant they could help Ozpin. Instead of everybody going to one op[tion, instead they were split up to do both. Something Shinji also realized.

"Hold up a second!" Shinji called out to Shirou. "That bastard probably has defenses of all sorts ready, and we don't even know where he is."

"Really? Isn't he at your home?" Illya then said as she gave a sadistic grin at Shinji. "My, my. What a failure of a magus you are." She then giggled making Shinji scowl further and were it not for Squirrel-zerker still on his shoulder, he would have punched the brat.

"Then we need to move now." Shirou said without even considering the possibility of not doing so. "While...while I can't deny Ozpin could be gone, that doesn't mean he's dead now."

"Agreed." Musashi nodded with a sly grin on her face. "I've met many mad wizards and the like, and they always capture someone and keep them alive for some stupid ritual and what-not." Musashi saved a lot of princesses that way. Also helped when the evil wizard in general also gave a stupid monolouge on why they were using the princess. What an idiot.

"Let's get going then." Shirou began to walk off as he felt determined to help Ozpin. Not wanting to waste another second on the off chance Ozpin really was alive. Illya hesitated of course, alongside Shinji. However the former decided to go with Shirou both because she didn't want him to do anything stupid, and to turn her Berserker back to normal. As for Shinji, after he saw all of them walking off a part of him considered just leaving.

"Uh." Then again, if he didn't go then who knows what Servant might come after him, especially since he was defenseless. He might be able to go to the church for protection, however then he'd be out of the competition and with no Grail for his wish. Plus...he didn't want to leave those idiots behind. Groaning, Shinji went after them despite his survival instincts screaming at him. "Wait up guys, I know a shortcut."

With Shinji reluctantly leading them, it took only about fifteen minutes for the gang to make it all the way back to the Matou home. Where along the way Shinji told them all about the basement that was his grandfather's workshop and likely where Ozpin-if he's alive-is.

"Before we do anything," Shirou then said as everyone stood just a street away from the Matou home. "We should get Sakura out of there. She should still be inside, right?"

"Probably." Shinji shrugged. "I mean, she doesn't go anywhere much aside from school, your place, and maybe the stores with the occasional walk."

"Doesn't she have friends?" Saber asked. Shirou wanted to say 'yes', however stopped when he actually tried to think about it for a bit. Where he then realized that, while he did see her with some people, that was usually in school and the like. But otherwise, she was by himself the vast majority of the time aside from him, Taiga, and Shinji.

"I...don't know." Shirou then says as he realizes and ponders if Sakura actually had any friends at all. I mean, she was nice, kind, beautiful, and yet he saw nearly nobody around her and she certainly doesn't mention anything about friends. How very strange.

Shinji scoffed.

"Well, I don't think she's here." Illya then says as she looks at Berserker. "Servants can tell when other Servants are around, and you mentioned Rider is guarding this person, correct?" Shirou nodded. "Well in that case, Rider isn't here meaning neither is your friend."

Shinji blinked. 'Strange. Sakura rarely goes anywhere. So where could she have gone?'

Either way, to Shirou this was good as he then looks at Saber. "Think you can make a way to the basement?"

Musashi grinned. "Never underestimate this beautiful swordsman!"

Her blades were then engulfed with energy, shining nice and bright. Illya called upon two of her construct birds and gathered her mana, ready for a fight. Shinji looked reluctant, but he activated his aura. As for Shirou, he held no weapon, so he simply projected a blade he recalled and then enforced it with his magecraft. As for Musashi, she herself focused down below the Matou home.

While she couldn't detect living things with pin-point accuracy and the like, she's capable of sensing malefic intent to a degree like attacks, and concentrated. Combined with trying to locate mana, Musashi sensed something down below, the basement like Shinji said. With this knowledge, Musashi then ran forward.

Suddenly a translucent barrier seemed to appear. A defense made no doubt by Zouken to ensure no interruptions. Even going as far to ensure normal people couldn't be around. Not that it stopped Musashi as she sliced through it like paper, and she then jumped up high in the air and crossed her blades together while grinning.

"X-Attack!" She yelled as she then sent a blast down on the ground. The entire street shaked as the attack made impact. Dust rose everywhere and everyone had to cover their eyes and mouth to not inhale the small debris and get blinded. Saber then made motions with her swords that caused the wind to get rid of all the dust and making everything more clear.

Once Shirou could see without getting his eyes irritated, he then saw a decent size x-shaped hole that would lead to the Matou basement. According to Shinji however, the defenses there would be dangerous, against them particularly. For Saber however, she just ran down and went on ahead to deal with whatever defenses that may pop up. Particularly the bug familiars as Shinji explained, which were the primary defenses used.

'I suppose that makes sense.' Shirou thought as he looked down the hole. 'According to Shinji, just one getting to a person can cause great damage as it eats you from the inside out.' Reminds Shirou of that American film he saw involving a nasty alien that burst from a person's chest. Granted, these worms don't turn into anything like those things but gross enough as the film's antagonists.

Of course Zouken probably had other defenses aside from the bugs. Such as curses that could make a person freeze, or cause instant death. While his father Kiritsugu didn't tell him to much of the magus world, Shirou was told those who really upped their defenses made nasty surprises to defend themselves. Or just to be plain mean. It really depended on how petty and spiteful some magus could be.

Thankfully, Illya made some protection spells on them and all three alongside Squirrel-zerker went down the hole to enter. Where up ahead Saber easily killed off any bugs so rapidly that her swords moved as if they were in fast-forward. As such, they had no fear that a worm might devour them inside out. Walking down but with caution just in case.

Eventually, everyone made it down where promptly, aside from Shinji, everyone else felt nothing but disgust.

"What...the hell?" Shirou said as he then saw it. Bugs, worms, discarded pieces of corpses, and stains all over the ground. The smell then hit Shirou and he gagged. His eyes looking at the filth around them with Illya herself unamused as well. While not showing expression, her eyes said otherwise as she saw a phallic worm chewing what clearly used to be a woman.

"Man. I've seen nasty things," Musashi said as she frowned at the area they're in. "But nothing this revolting." It was quite appalling to see such sickening creatures alongside their feeding. This place looked less like a workshop and more like an area where animals would go to do their business with nobody cleaning up after it.

Shinji was used to this place, having been here a few times. Even still, that didn't mean he liked the place and also had a sense of apprehension just being here. It gave him the shivers.

Still, "Where is he?" Shinji then asked as he looked around, not seeing his grandfather at all. "He should be here."

The others realized it too, and saw that they couldn't see anybody at all.

"Weird. I know I sensed someone down here." Saber said, certain she sensed magecraft down here. Was this a trick or something? Heaven knows she's fallen for such things many times.

"I can sense some lingering magecraft here." Illya said as she looked around while being careful what she stepped on. "But I don't see anything of note." Her eyes kept a lookout for any worms, as she saw a few squirming around. Nothing that looked ready to attack them, but best to be careful.

"Shinji, where is your grandfather?" Shirou then asked Shinji who was just as confused, as he had no idea where else his grandfather could be. Though while thinking that, Shinji then saw something new down here.

"Weird." He got closer and saw a big magic circle. Wondering just what that was. Shinji then saw a few worms, though unmoving and appeared to be dead. Although what was more disturbing was the blood he saw.

Fresh blood.

'Just what happened down here?' Shinji thought as he stood up. He then turned to see if the others found anything.

ZAP!

Then screamed as a laser composed of green light slammed into his back and burned right into it despite his aura.

"Shinji!" Shirou shouted as he turned around with Saber acting instantly and made an arc slash that went toward the target. A green barrier appeared and actually blocked the attack. Illya sent her birds that impacted the barrier yet it stood still. Where from it, laughter came.

"Hahahaha! Oh my, that was a close one." Laughter followed by the sound of an ever familiar voice. The green barrier vanished and from the shadows, a familiar man stepped out. "Had you gotten here even just a few minutes earlier, all I had achieved would have been wasted." With a familiar smile, only twisted with malice and dread. "But it seems fate is on my side."

Shiou grabbed Shinji to carry him, however his eyes fell into shock as he looked at the figure standing before him. Same clothes, same build, same hair. Yet more paler than before with eyes that held no empathy or kindness, just ambition and cruelty with a grin that didn't match former expressions.

Ozpin.

"Who are you?" Not that Saber believed it as she then leveled her blade at 'Ozpin', with no humor in her tone. Instead full of deadly intent at this look-alike who smirked.

"Just someone who wished to achieve immortality." He said with a sick grin that didn't fit Ozpin's face at all. Saber narrowed her eyes, as she then saw something off. The skin looked normal aside from being pale...and yet she saw it bulge here and there beneath the clothes.

"You aren't human, are you?" She then asked with 'Ozpin' laughing.

"As I said," Suddenly, the form began twisting and transforming. Shirou and even Illya looking at the transformation in disgust a bit the flesh changed colors and the body contorting in a different figure. "I am someone who seeked immortality, and have lived for five hundred years to prevent myself from rotting." Blue hair came out, and a rather handsome face came from Ozpin's old face. The new body then taking a form nobody even knew who it was. "And now, I, Zouken Matou have achieved that goal."

Green energy emitted from his hands. "And I say, I have won." The man then held a book, a familiar book that Shinji recognized. One that glew brightly as the man known as Zouken Matou shouted, "Rider! Come and slay them all. Do not hold back!"

A flash of light enveloped all. However Saber didn't let a little blindness stop her as she rushed at 'Ozpin', Zouken, and got ready to kill him here and now. Her blade slammed into something else however, and the light settled revealing the buxom Rider who could only say one thing.

"Sorry." She then stabbed Saber with one of her nails on the thigh and kicked her away. Leaving Shirou, Shinji, Illya and Berserker to face Zouken who stepped toward them with a smile.

This was going to suck.

Yep. Ozpin's gone. Dead, no. But gone for the time being. And Zouken has achieved his goal. As for how he got his body to look like his youth, well, last I recall his line was that the soul has the information to create a body. So he used the countless 'genes' in Ozpin's fused soul to get the right look as I imagine Ozpin had an incarnation with blue hair and so on.

Either way, Zouken is back in his prime.