Ozpin had taken Ulquiorra to his office where Ulquiorra explained everything that happened.

"Hmmm..This is a problem. No matter I will deal with it with the help of Ironwood. Thank you for informing Ulquiorra" Ozpin said. Ulquiorra nodded and left. He reached his dorm and changed back to his clothes as there was class tomorrow so no point in sleeping late.

As he drifted off to sleep he couldn't get his mind off Ruby. Something about her made him want to protect her at all costs. This feeling was unexplainable to Ulquiorra. What should he do?... Dismissing his thoughts Ulquiorra went to sleep.

Ulquiorra opened his eyes and dressed in his regular attire as today the first thing there was combat class. Ulquiorra's first time in it. As he entered he saw everyone else was already there. called out "Glad to see you Ulquiorra please try to come early next time".

Ulquiorra said, "Sorry it won't happen again". Glynda said "See to it that it doesn't".

After a few matches, Ulquiorra's name was called out. Glynda said "Ulquiorra Schnee vs Pyrrha Nikos".

Whispers broke out with everyone saying that Ulquiorra was gonna lose badly. Ulquiorra merely ignored them but Weiss looked annoyed. These fools were really underestimating her brother.

Pyrrha said, "Let's have a good match" while smiling. Ulquiorra nodded and Pyrrha charged with Milo. Ulquiorra summoned Murcielago and easily blocked Pyrrha's attack. Pyrrha kept an onslaught of attacks at Ulquiorra which he was forced to block.

'Interesting she's trying to prevent me from using the offensive. Good to know she understands how strong I am. She has the potential to be a great huntress' Ulquiorra thought. Ulquiorra strikes back with his sword and Pyrrha raised her shield to block the attack. When the strike made contact she was sent skidding back a bit dizzy.

'Those strikes were way too powerful!' Pyrrha thought. She could not let him go all out. Pyrrha decided to use her semblance. Ulquiorra was shocked when he saw Murcielago out of his hands.

"Interesting so that's your semblance. Magnetism" Ulquiorra said. He soon reached for his sword and grabbed it before Pyrrha could take it away and kept a tight grip.

'His grip is...too strong!' she couldn't take his weapon like this. Her semblance was not gonna help her she had to think of something else.

Before that Ulquiorra charged at Pyrrha and struck her with the hilt of his sword so hard in her gut Pyrrha was sent flying to the wall which cracked. Her Aura was at a bad 35%.

"HOLY CRAP HE'S BEATING HER SO EASILY!" A student called out. Before any action could be taken a primal roar was heard all throughout Vale.

"ROAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!".


In the ocean, one glowing red eye could be seen. Out of there came a Grimm incredible in height. 200 Feet and rippling with muscles. It had Bone platings on his shoulders and knee caps. It had a Bone Plating chest plate on its torso. It had a bone plating on it's mouth making it looked like a jaw with sharp teeth that could devour tons of steel. It had sharp claws the size of an average man and a single red eye looking the city of Vale. It was hungry...hungry for destruction. It bellowed out a huge roar.

"ROAAAHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!".

The citizens heard and shrieked in fear causing mass panic and people to run around like animals lost their way home. The Grimm walked to the city each one of it's footsteps shaking the ground.

Back In Beacon

Glynda barged into Ozpin's office where currently Qrow was as well as the rest of the staff and said "Ozpin I sent the children to the dorms" and she shouted "WHAT THE HELL IS GOING ON?!".

Ozpin cursed "An Ancient Grimm awoke. The Titan Grimm we thought had been killed is now awake. I have already called Ironwood and he is coming with a large no. of dust bombs and Paladins. Qrow gather the best Huntsman you can lesser Grimm will spawn from it and we can't have it causing mass panic anymore".

Qrow replied, "Roger that Oz". Qrow turned into a bird and flew away to find the best Huntsman he could.

However, there was one who didn't listen to Glynda's orders of staying in their dorms that being Ulquiorra. Ulquiorra sneaked out and knowing that the Bullhead service in Beacon is temporarily stopped until this issue is resolved Ulquiorra flew to the battlefield.

With Team RWBY the team was watching the TV where the Titan Grimm was destroying everything in sight. Buildings collapsed and lesser Grimm spawned causing mass chaos. Ruby looked with a tearful look. She wanted to help those people so badly! Yang noticed and hugged Ruby and said "Ruby we gotta let the pro's do their job". Weiss crossed her hands and huffed "She's right this is way out of our league and-".

"OH, MY OUM!" Blake cried out. Weiss asked annoyed "What happened Blake?!".

"LOOK WHO'S THERE!" she shouted. The rest looked at the TV to see a boy in a familiar outfit and White hair like Weiss's...

"ULQUIORRA OH MY OUM!" Weiss shouted and proceeded to faint.

"ULQUIORRA NO I'M COMING!" Ruby shouted and dashed out of the dorm. "RUBY WAIT!" Blake and Yang called out.


In the Schnee Household

Sienna Khan was for some reason invited by Willow Schnee to discuss how to reduce conflicts between the White Fang and the SDC. While she would have refused she decided to accept to see what it was about. And to her surprise, Willow was the exact opposite of her husband. She sensed no malicious intent from her she was quite polite and even jovial.

She brought along Adam who was grumbling the whole way about dumb Schnee's much to her shock as the conversation stretched on Adam found himself relaxed talking to Willow. She saw her youngest son Whitely peeking at times from the corner. When noticed he would hide back embarrassed earning a chuckle from Sienna.

Adam asked, "I must ask Willow how did you end up with Jacques as a husband". Willow rolled her eyes and replied "Oh you know the norm. Acting like a good man in front of my father that chameleon showed his true colors after my father's death the rascal and he abused my poor Whitely" Willow hissed out the last part in disdain.

Adam was amused and enjoying Willow's slandering of Jacques. Before they could continue Klein barged in shouting "MISTRESS SCHNEE PLS WATCH THIS!".

Suddenly the tab in front of Willow showed a 3-D hologram of the news channel where Willow a certain someone in very familiar clothing. Willow's eyes popped out in shock as she wailed "MY DARLING BOY WHAT ARE YOU DOING THERE?!". Sienna and Adam were suddenly taken aback by the shouting. The two watched the news to see ...IT WAS THE SCHNEE WHO TOOK THEIR GRUNTS DOWN!

'Is that kid fighting an Ancient Grimm?!" Sienna thought utterly shook.

"KLEIN CALL WINTER AND PREPARE THE BULLHEAD!". Klein rushed to the telephone and called Winter.


Atlas Military

Winter was enjoying her morning tea when she was rudely called by someone. Annoyed she picked up the phone to see it was from her house. Surprised Winter picked it up and said "Hello Mom?". Willow frantically "WINTER SEE THE NEWS CHANNEL ULQUIORRA IS FIGHTING A GIANT GRIMM THAT'S DESTROYING VALE!".

Ulquiorra was doing WHAT?!. Winter cut the call and rushed to see the news to see her brother taking on the Ancient Grimm. "OH, MY OUM LITTLE BROTHER!" Winter shouted and rushed down the hallway to the bullhead with her weapon. She'd be damned if she let her brother die!


The fight with the Grimm was not going as planned. They were quite evenly matched but only because Ulquiorra was holding back.

The Titan Grimm lifted the chunk of a building and threw it at Ulquiorra who sliced it in half. An Ursa lunged at Ulquiorra but he bisected it. The Titan Grimm charged and punched Ulquiorra sending him flying through several buildings.

Ulquiorra got up and dusted himself off. The Grimm punched Ulquiorra who blocked it and retaliated with a strike that cut the Grimm's torso leaving a gash of blood. The Grimm was strangely healing for some reason.

'This Grimm is not a hollow. There isn't anything remotely close to it being one. Yet it's healing even tho Grimm don't have Aura' Ulquiorra thought. His thoughts were interrupted when a bullhead crashed next to him.

Ulquiorra turned around to see...Ruby coming out of the bullhead. Ulquiorra asked "Ruby?...". Noticing him Ruby rushed to him using her semblance and slapped him hard. Tears brimming her eyes she shouted "WHAT THE HELL WERE YOU THINKING?! JUST BECAUSE YOUR STRONG DOESN'T MEAN YOU CAN TAKE ON EVERYTHING YOU IDIOT! I CAN'T LOSE ANOTHER PERSON I CARE FOR!" she sobbed uncontrollably.

Ulquiorra felt lost. What was he supposed to do? Slap her back? Hug her? His thoughts were cut short when a Beowolf lunged at her. Ulquiorra killed it swiftly and turned to Ruby and said "If you want to help get rid of the lesser Grimm".

Ruby wiped her tears and nodded. She rushed in and Ulquiorra turned to face the Titan Grimm. The Grimm roared once again and grabbed Ulquiorra and threw him sending him to a skyscraper which toppled down the other buildings onto him.

"NOOOOOOOOOOO!" Ruby wailed.

In Winter's Bullhead

"FASTER FASTER!" Winter shouted at the driver tears brimming her eyes. She just saw the building topple down on Ulquiorra through the news. 'Pls Oum Let my little brother be alive!' she thought.

With Beacon

"NOOOOOOOOO!" Weiss wailed crying as Yang and Blake hugged her crying as well. Pyrrha and Nora hugged Jaune and Ren respectively crying while the two boys were struggling to hold back their tears as they saw their best friend get killed.

All of them were in a bullhead with Ozpin, the teachers, and the staff trying to save Ulquiorra. Glynda broke down crying "Mr. Ulquiorra no...I failed...".

Ozpin thought 'Again another life lost...how many more?' he thought lamenting and blaming himself over Ulquiorra's loss. Oobleck and Port clenched their fists at a students loss feeling like failures.

With Willow and Klein

"Master Ulquiorra..." Klein clenched his fist trying not to cry. Willow wailed "MY DARLING BOY NOOO!".


Ruby cried as she saw the one she loved die. She glared at the Titan Grimm in anger and charged screaming. The Grimm flicked it's finger and sent Ruby flying through a wall with her Aura shattered.

Suddenly the Bullhead with the Beacon members landed. They saw Ruby seriously hurt. The Titan Grimm rushed to kill the insect in front of it.

Yang shouted "RUBY NOOOOO!" and rushed in to save her.

Ruby beneath the rubble thought 'Save me...Ulquiorra...I'm so sorry...I-I-I was weak...'

From the rubble Ulquiorra was in an aura of pure death radiated freezing the Grimm on the spot along with everyone else. The Titan turned to see the rubble blow up with an Aura of pure malice.

"Murcielago: Enclose Resurreccion" A voice called out. Suddenly a green and black blur punched the Titan Grimm cracking its lower jaw and sending it hurdling.

The rubble Ruby was in blew up and there he was Ulquiorra with no visible damage but...different. His white hair was the same but now he had a white coat extending down to his legs. He had giant bat wings protruding out of his back. He had a white bone-like helmet with horns growing on either side and his eyes were those same green cat-like with tear stains running down.

Everyone went silent. Ulquiorra looked at Ruby who he was holding. Ruby slowly opened her eyes and murmured "Ul...quiorra?...".

Ulquiorra nodded and said, "I'm safe Ruby calm down". Ruby woke up and hugged Ulquiorra crying. Ulquiorra hugged comforted her and put her down next to Yang who hugged Ruby for dear life thinking she was gonna disappear.

"I'll be back". And Ulquiorra sonido'ed to the Grimm who was getting up and looked at Ulquiorra with something akin to fear.

"You are a fool, Monster Grimm. To challenge an opponent whose strength is worlds beyond yours, yet you dream of a victory. It is beyond my comprehension. If this is due to what you Grimm 'desire' for then it is because of that 'desire' that you suffer injuries. And it is because of that 'desire' that you will lose your life." Ulquiorra spoke in a demonic tone sending shivers down the Grimm's spine.

The Titan tried punching Ulquiorra who blocked the punch and lifted the grimm throwing the Grimm high into the air. The Grimm roared while falling and as it was Ulquiorra said one thing "Die. Cero Oscuras".

A beam of negative black and green energy penetrated the Grimm chest and exploded in the sky causing a violent reaction which literally shook the city.

'My Oum...this is how powerful you are ?...Then you may be what we need against 'her'...' Ozpin thought to himself.

"How weak."Ulquiorra mused.