New chapter! Usual disclaimer applies.

XXX

The capital might have been covered in darkness, without a sign of anyone in sight, but Winter and Qrow knew that their only option was to enter the city and explore. Everything in their bones, their instinct that had been trained for battle, was screaming at them to turn around and return to Oasis, to readily accept that the capital and Shade were a lost cause.

But that wasn't an option.

They slid down the dune, spraying sand around them as they came to a stop at the bottom of the hill. The darkened sand spread out from the city, looking like spilled ink.

"This is eerie," Winter said quietly.

"You're telling me," Qrow said with a nod. Winter toed the sand, barely touching a darkened strand of sand.

"How do we know this is safe to even touch? We don't know what this is," she thought aloud. She narrowed her eyes, and a small, white glyph appeared, hovering just an inch above the dark sand. She took a cautious step forward.

"Wait," Qrow said, reaching a hand out and gently grasping her shoulder. "If you use your Semblance continuously, you could get tired before we even run into trouble."

"You make it sound guaranteed that we will run into some," Winter said, an almost teasing lilt in her voice. "And anyways, would you rather us risk walking across or through … whatever this is?"

Qrow hummed, then kicked the sand, sending dark particles flying. "For now, it seems safe. Nothing's happening."

"That's almost worse than something happening."

After a few minutes of delicately stepping on the strange, dark sand, they both decided that the sand was safe to walk on, at least to the best of their observation.

They crept down the dunes into the edge of the capital. Large archways marked the entrance into the city, and normally they'd be beautiful, with golden arches and glittering runes and images carved into the alabaster sides. But now they looked dull. Some of the gold had chipped away, and the uneasy foggy darkness lying around the city cast the archway in a transparent shadow.

"Walking on the sand didn't kill us," Winter said. "But what about this fog? It's unnatural." Qrow could hear the uneasiness in her tone, and he didn't blame her. He no longer wanted to find out what had happened to Shade. He wanted to go back to the Oasis, to his nieces and comrades. But they didn't have a real choice. Any knowledge they could get of Salem and her actions could be used against her.

Without even thinking, Qrow stepped through the archway, walking into the city. He heard Winter draw in a quick breath behind him, thought he felt her fingers ghost across his back as she reached to stop him. In a moment, he would turn around and tell her it was fine, there was nothing to worry about.

But he couldn't.

Each step into the fog felt wrong. A prickling feeling bloomed at the back of his head, slowly morphing into a headache. He grasped his forehead. What was this?

There was something else too. Something more to this. It felt … familiar? No, that wasn't quite right. But it felt as though if he continued walking, if he continued investigating whatever this darkness that lay over the city was, he would find out. He took another step forward.

A glyph flashed in front of him, and another appeared beneath his feet, and sent him flying back through the archway, into Winter's arms.

" …row… up …! …QROW!" Winter's voice suddenly cleared up and the muffling in his ears faded. Winter shook his shoulders.

"Yeah, yeah, I'm here," he groaned. "Stop shaking me."

"What was that? What did you experience?" Winter asked. "It seemed … as if you might be in pain." Qrow took a deep breath. Already he felt back to normal, and he was having a hard time remembering what had gone wrong when he stepped through the archway.

"I can't explain it. I can't even put a name to the feeling I got," he muttered.

"So walking through the city normally is not an option for us," Winter mused. "Perhaps there's a way around?"

"Worth a shot. We don't have much else we can do," Qrow sighed. After struggling to his feet, and waving off a concerned Winter, the two made their way along the edge of the city, careful to avoid the haze that lingered over the capital. However, the city, though nothing compared to the size of Vale's or Atlas' capital, was still a considerable size, and trying to walk around it to get to Shade was taking a long time, not to mention the sun that was rising closer and closer to its peak in the sky.

When the spires of Shade began coming into view, Qrow frowned. "Suppose we get there, and there's still no safe way past the fog. Then what?"

"We will figure something out. Perhaps my Semblance can affect it, or Dust," Winter suggested.

"We'll have to be careful with how much Dust we use," Qrow reminded her. "Not exactly a shop we can go to here." Winter frowned, but she didn't respond.

They trekked onward, and slowly the spires began to appear closer. Then, something in the sand shifted. They both paused for a moment, listening. When nothing happened, they started walking again, but their hands now gripped their weapons, ready to defend if need be. The sand much further in front of them kicked up, and they heard the thick scuffling of what could be footsteps, trudging through the darkened sand. Winter fell into an offensive pose, and Qrow could see her eyes darting around, looking for a possible spot to create a glyph.

"Ah, excuse me!" Qrow blinked. The voice that called to them out from the shadows was almost pleasant. He wasn't sure he'd ever heard an enemy sound genuinely polite before.

"Who are you?" Qrow asked. Winter's eyes narrowed as she stared the newcomer down.

"Please, don't attack!" They held up their hands. "I'm the headmaster of Shade!" Qrow's breath hitched, and he felt his grip on Harbinger loosen. Winter kept her stance steady, but he could see the surprise register on her face. The figure slowly moved closer, away from the dark fog, and their features became more clear.

"Who are you?" Winter demanded. Qrow shot her a warning look, but she ignored him. The figure stopped, looking surprised. Qrow could finally see them clearly now. Warm, light brown skin, a round face, a thin pair of glasses perched on their nose. Curly hair that had been pulled back. Multiple overlapping scarves and clothes hanging over what appeared to be some kind of rounded armor. Anywhere else, the stranger would appear rather eccentric, but they did look like a Vacuo native.

"I've already told you," they said, sounding unsure.

"State. Your. Name."

"Professor Larkin Nikator," he breathed, carefully holding his hands up. Winter kept her weapon aimed, glancing at Qrow out of the corner of her eye, most likely for confirmation. But Qrow could only assume this was true. Out of all the kingdoms, Vacuo was the one he visited the least, only having been there a couple of times in his life. And out of all the headmasters and members of Ozpin's Brotherhood, he'd never met the headmaster of Shade Academy, only heard vague stories. All at once, he realized his mistake. He should have brought Miriam or Clint, someone from Vacuo who'd recognize the headmaster, or at least know enough about them to confirm the name.

"How do we know you're telling the truth? Where is your evidence?" Winter demanded.

"Take it easy, Schnee," Qrow said, holding up a hand, but the alleged headmaster interrupted him.

"No, no, it's ok. Trust me, with the state of the kingdoms right now, I more than understand." He slowly reached toward his right sleeve, pulling it down to reveal his wrist and forearm. Emblazoned on his skin was the same tattoo Qrow and his fellow Brotherhood members had. "Will this suffice?"

Winter raised an eyebrow, still looking dubious, but she lowered her weapon. She looked to Qrow, waiting for him to make the call. Qrow sighed.

"Yeah, for now." He felt the tension leave his body, though the dismal state of the city was still unnerving. "But I've got questions."

"Hopefully, I can answer some of them. But believe me, I'm just as confused," Larking admitted. Then he gave Qrow a long look. "You're Qrow Branwen, correct?"

"Yeah, I am," Qrow said. Winter pursed her lips, eyes still thin and suspicious.

"I thought so. You're just as Ozpin once described," Larkin said with a nod. Qrow wasn't sure if that was a compliment or an insult. The headmaster's eyes drifted to Winter. "And you … are Winter Schnee?"

"Yes," she ground out. Qrow inched closer to her, trying to give her some peace of mind and keep her calm.

"Even without a uniform, you're also another unforgettable figure." Larkin's face twisted into a smile, though it bordered on a grimace given the lack of enthusiasm. Winter's face pinched, perhaps in response to Larkin's somewhat soured smile. As if realizing this, Larkin took a step back, face apologetic. "Sorry. Schnees in Vacuo … I'm a headmaster, and I try to be professional, but the attitude towards all things Atlas … even I'm not immune." Winter eased a bit.

"I understand," she said stiffly. They all lapsed into silence, until Qrow cleared his throat.

"So, can you explain what happened here? What happened to the citizens?" Qrow asked, already dreading the answer.

"It's hard to say exactly. Most ran off, fled the city. It's a ghost town now. Not that I blame them." Professor Larkin gestured to the shrouded city. "There's no one living here anymore."

"How did this happen?" Winter's voice went soft as she turned and stared.

"How else? A Grimm attack, one like we've never seen before." Winter nodded in response, then knelt down to look at the sand.

"What … is this?" Winter asked.

"This is the Blight."

"I've never seen anything like it." Winter reached down, delicately touching the sand beneath her. It poured through her hands, dark grains disappearing into an equally dark sea of sand. She looked up at Qrow. "It's similar to what the Grimm become once a Huntsman kills it." Qrow had to admit, there were similarities.

"We believe this is an effect of one of multiple Grimm," the headmaster said. "Nothing can live in the Blight. No wildlife, nothing. It's as if it poisons anything it touches."

"But not people," Qrow said, remembering that they were able to walk on it without any noticeable harm or damage done.

"No, we don't believe that was its intended purpose."

"We?" Winter perked up. "Who else is here?"

"Well, no one else anymore. Just me. The captain goes down with the ship and all that," Larkin said with a wave of his hand.

"This is all from a Grimm? What kind?" Qrow asked. "I've never seen anything like it." Larkin simply shrugged.

"Something I've never seen before in these parts. I don't have a name for it." His eyes darted around nervously. "However, they're still around at times, lurking. I'd prefer to get somewhere safe."

"We tried to enter the city," Qrow explained. "I couldn't do it. The fog-,"

"Ah, yes. No worries. I can show you another way. Follow me, but stay alert. The Grimm here … they're not normal. You don't want to run into them." The headmaster's eyes darkened, then he turned around, heading in the direction of Shade. Qrow moved to follow, when Winter wrapped a hand around his arm.

"What, Schnee?"

"We don't know him, Qrow," she said. Qrow gently rested his hand on hers, and he felt her grip loosen. But it didn't erase the concern in her eyes.

"I get what you're saying, I do." Qrow rubbed the back of his neck. "But he is a member of the Brotherhood. What would you rather us do?" Winter clenched her jaw, glaring at him. Then she breathed out a long sigh.

"I don't know," she admitted. Qrow gently placed a hand on her arm, drawing her gaze back to him.

"We're here to find out what happened. This is all part of the mission. And if any danger comes along, we have each other's backs," he reminded her. Winter's mouth quirked into the tiniest of smiles, but he could see that she wasn't entirely convinced. Qrow gave her one last look of reassurance before backing away. He figured she would be on high alert for the remainder of their mission, but that was nothing he could change.

Larkin took them to the outer wall of Shade that faced open desert. Too open, in Qrow's opinion. He was much more used to the mountains and forests that covered Vale, or even the Branwen Tribe's hideouts, often tucked away in an area of forest where members guarded the gates each night. This made him feel way too exposed.

"Something moved!" Winter exclaimed, falling back. "In the city there!" She pointed at another archway that led into the city, down a street that appeared to end in some kind of communal area. Qrow peered into it, but given the darkness of the strange fog, he could see very little.

"I don't see anything moving in there," Qrow said.

"It's probably the Grimm," Larkin said matter-of-factly. Then he clapped his hands, too loudly in the surrounding quiet. "Well, let's not dawdle!" He almost seemed immune to the frozen silence that had fallen over them, and Qrow questioned whether Professor Larkin was simply oblivious, or he didn't care.

Qrow also questioned the headmaster's sanity.

A loud rumble shook the walls around them, sending chunks of rock falling to the sand. The rumble faded off into a growl, then there was silence again. Qrow and Winter shot each other equally alarmed looks.

"What was that?" Qrow asked aloud.

"Grimm. One we should avoid," Larkin said, then gestured for them to follow. Qrow thought he might have heard another growl coming from the other side of the wall, further into the city, but Larkin didn't stop again until he reached a large, looming wall that appeared to be located behind Shade Academy. Strange, dark lines formed a tiny square on one section of the wall. Qrow leaned forward and realized it was some kind of keypad.

"Here." Larkin knocked against the wall, then typed something into the keypad that hung there. There was a low rumble, and then the wall fell back in a perfect, rectangular shape. Dust rose from the ground and the door seemed to form before their eyes. "Perhaps we Vacuo citizens do live up to the stereotypes of being 'sneaky'. But I prefer to see it as keeping my options open." Larkin waved a hand dramatically at the dark opening. "After you." Qrow cautiously stepped into the hallway, followed by Larkin, then Winter. He presumed Winter had taken up the rear to keep an eye on Larkin.

"The fog won't get us in here?" Qrow asked.

"No, and with the exception of the courtyard and open training grounds, nearly all enclosed areas on Shade grounds are safe," Larkin explained. "For the most part, the fog seems to stay outside."

"It's pitch black in here," Winter commented.

"It's a secret passageway," Larkin replied, as if that was explanation enough. "Besides, I'm trying to do everything to avoid the Grimm's attention. I quite like my life, thank you very much." Qrow couldn't see Winter's face; even if he was standing next to her, the absolute darkness rendered him blind. But he imagined he could feel her displeasure radiating through the air around them.

The passage was long, and the path beneath them would dip lower, slanting downwards and leading them beneath ground level, until it slanted up again. Dim light shone from a heavy door at the end of the thin corridor. Qrow reached the door first, and held up a hand to it. It was cool to the touch, and made out of a heavy wood, with intricate carvings in it.

"Here," Larkin whispered, reaching past Qrow. The low clanking sound of something metal let Qrow know the headmaster had some kind of key, and the door slowly swung open, surprisingly silent. At first, he could still see nothing past the door.

"It's a curtain," Larkin said before anyone else could comment. He trotted past Qrow and pushed the curtain to the side. No, tapestry was a better word. It was thicker than a rug, dark purple in color, and as Qrow stepped into Shade Academy, he turned to take a good look at it. Sewn images of Huntsmen and Huntresses adorned its front. There appeared to be a narrative to it, but Qrow didn't have the time to piece it together. Instead, he turned to see where they had entered.

It was an atrium with a frosted glass dome for a ceiling that let in fragmented light, forcing Qrow to blink and squint. The change from pitch black to shimmering light was almost overbearing. But after a few moments of getting used to the light, he was able to admire the beautiful room they had entered.

Much like its dome ceiling, the room was rounded. Multiple hailways broke off the room like spider legs, and off to his left, a staircase winded along the wall up to a second floor. Though there was something elegant, even extravagant, about the room, a quick peek down the many hallways showed a much quainter look. Qrow wondered if this was where guests were normally received at Shade.

"Up here," Larkin said, climbing up the winding staircase. Qrow and Winter followed in a single-file fashion. At the top of the staircase, centered above the atrium, was the headmaster's office. It was similar in fashion to Lionheart's back in Haven, though not quite as tidy.

"No one is in the school either," Winter muttered as they entered the office. Larkin looked back at her, eyes downcast.

"I told you. There are few, if any people, left in Vacuo's capital."

"Why?" Qrow asked, nearly begging at this point.

"I told you. The Grimm." Larkin stopped by an old, wooden desk at the back, placing a hand on its surface to lean against. "This giant, slithering thing that neither I nor any of my Huntsmen and Huntresses have ever seen before." He stopped, then sighed. "Who am I kidding? It wasn't just the Grimm. It was Salem." The name almost seemed to echo in the tiny office, and Qrow, despite expecting it, felt despair begin to fill his head.

"She was here? In Vacuo?" Winter asked.

"Here herself? Doubt it. She would have shown herself. But it was her doing."

Qrow shuffled his feet, feeling ashamed. Miriam was right. Salem had been targeting Vacuo as they fought in Atlas. "Atlas was just attacked days ago. We think it happened around the same time that you guys were attacked. Instead of sticking to one kingdom like she did with Vale and Mistral, she wanted to stretch the Huntsmen and Huntresses thin." Larkin spun on his heel, his pupils narrowing to slits. Qrow watched him process the information. The headmaster's lip curled up ever so slightly.

"Oh, of course there was no help for Vacuo. After all, Atlas was being attacked. You had to pick one, and once again, Vacuo was overlooked." Larkin's voice turned from joking to cold.

"We didn't know Vacuo had been attacked," Winter said, beginning to turn defensive. "We were-,"

"Atlas has an army and state-of-the-art technology, as they so love to point out. They get everything in the possible world, and what did Shade receive?" Larkin held up in hand, making a '0' shape. "Nothing."

"I'm sorry," Qrow said. He was getting very used to that phrase. "We didn't think there'd be a double attack until it was too late. And when we even began to consider the idea, we started looking for ways to get to Vacuo as quickly as possible." Larkin looked him over, probably deciding if he believed Qrow or not.

"So what made you decide to come here then?" Larkin asked.

"Well, we came to see what had happened. Some of the Hunters from Vacuo were returning because they realized Vacuo was in danger. We just came from the Oasis, and there were rumors floating around that something had attacked the capital, and that Shade wasn't safe. But no one would explain what happened," Qrow said. "Salem has been targeting each kingdom, and she's already targeted the other three. It made sense that Vacuo, and Shade Academy, were next."

Larkin fell quiet, playing with a paperweight that lay on the desk. He rolled it between his fingers, keeping his eyes on the object and avoiding eye contact with Qrow and Winter. Finally, he spoke again. "So what is your plan? If she can topple the four kingdoms so easily, what hope do we have?"

"If you have made the decision that she will succeed in toppling Vacuo, you've already lost," Winter said sharply. Qrow shot her a look to back down. They didn't want to scare the headmaster out of any plan they came up with. Their list of potential allies was short enough as it was.

Qrow was reminded of their attempts to convince Lionheart a few months back. It felt like a lifetime since their failed attempts to convince the Haven headmaster. Of course, he had fallen prey to Salem's tricks, before inevitably disappearing. Where was he now? Hiding? Or dead? Did Salem have each headmaster under careful watch? Would a similar fate meet Professor Larkin?

Larkin met Winter's cold gaze. "Quite easy for you to say. You haven't gone through what I have just within the past week."

"Wrong," Winter said, close to snapping. Qrow grimaced, stepping forward and inching between Winter and Professor Larkin.

"Come on," he said. "We're just trying to help. We should be working together." Larkin crossed his arms.

"And what exactly are you planning on doing? No offense, but I don't see how two Hunters can do much to save the capital. It's all but been destroyed."

"Perhaps there's a way to drive out this Grimm," Winter said. "If it's a Grimm, no matter how old, tough, or smart, it can be destroyed."

"You think you can succeed where Vacuo's Huntsmen and Huntresses failed?" Larkin challenged.

"Listen, let us try. How about … we take a little bit of time to rest here and figure out a plan," Qrow offered, attempting to find a compromise. Though even he felt worried about staying too long in the capital, with both Nasir waiting for them and with an unknown Grimm lurking in the shadows outside. Maybe it would be better if they abandoned Shade and returned to the Oasis… He turned to face Larkin. "We would really appreciate it if you considered joining and returning with us." Larkin still looked apprehensive about the offer, but Qrow pushed on. "We want to save Vacuo," he insisted.

Another long pause from Larkin. "I'll see," Larkin finally said. "I make no promises." Qrow sighed. It would do, for now. But why did everyone give them the same noncommittal answer all the time? Couldn't they tell how serious things had gotten? He heard Winter grumble behind him, but other than that, she added no comment.

Qrow knew he should rest. They both should. But they couldn't leave without understanding more of what had happened to the capital. They needed to see this new kind of Grimm, and see if Salem had left anything else with her touch. Maybe she had left behind a revealing clue. The Grimm was where Qrow wanted to start.

"Would it be possible for us to restock?" Qrow asked. Better to make the trip back to the Oasis with a full supply of Dust rounds. Larkin shrugged.

"You're free to check our armory, but I'm gonna have to warn you, it was probably cleared out during the initial attacks and evacuations."

"That will be fine."

They all lapsed into another silence, unsure of where to go from there. The hairs on the back of Qrow's neck prickled, and his eyes darted to the side to find Winter watching him, her expression thoughtful.

"Ah, but I've been dragging you around and babbling and I haven't even asked how you're doing." Larkin's face fell. "You both must be tired, especially if you had to fight Grimm on your way here."

"We did have to fight some off in the desert," Qrow admitted. "And then when we got to the capital, there was … well, the fog."

Understanding dawned on the headmaster's face. "You came into contact with the fog. Not for long, I hope?"

"No," Qrow said, beginning to feel uneasy at the question. "Why?"

"Because it's essentially a floating poison," Larkin explained. "Secreted by the Grimm. It first works to immobilize you, then it works through your body until you're a lifeless husk." Larkin met Qrow's eyes with a cold yet surprised look of his own. "Really, you're lucky to have made it out safely."

"Now he mentions it," Winter muttered. Though loud enough for Larkin to hear, the headmaster appeared to ignore the comment.

"Listen, you guys should rest here. I can offer you rooms." His eyes turned downcast for a moment. "After all, the students aren't using them."

"We don't really have that much time. And our driver will probably abandon us here if we don't make it back within the next couple of hours," Qrow said.

"Then rest for an hour or two. Or if you'd like, I can go find your driver and offer him a room as well," Larkin offered. Yeah, Qrow was sure Nasir would love to join them in a Grimm infested city.

"At the very least, you should take a moment's rest and get off your feet." Larkin sent a pointed look Qrow's way. "Even if you were only affected by the Grimm's poison briefly, you should give your Aura time to replenish." Winter had crossed her arms, watching the headmaster with a dubious look.

"We don't have much time," Winter murmured to Qrow, turning her back to Larkin. She was purposefully keeping Larkin out of the loop, but she wasn't being very subtle with her distrust. Or dislike.

"No, we don't. But we can't rush this either," he whispered back, leaning in close. He gave her a look, hopefully one that had a calming effect. Winter's lips crinkled into a small pout, and she snapped her head to the side to avoid eye contact. Qrow frowned. He held himself back from reaching out, from asking her to turn back and face him, but it bothered him that she refused to look at him. That something was deeply troubling her.

"If you'd like to follow me, I can show you to our available rooms. You can each-," Larkin was soon cut off by Winter.

"Same room," Winter said sharply, cutting off Larkin. The headmaster looked at Winter, then Qrow, his eyes widening.

"I am so sorry. I didn't realize you two were …," Larkin trailed off, as if he didn't know how to answer. Qrow was thankful for that, and thankful for the dim lighting in the room too, because for the first time in … well, a long time, Qrow could feel his cheeks turning bright red.

"Ah, we-," Qrow began, not sure whether to play along with Winter, or correct her blatant lie. Well, it wasn't really a lie. All Winter had asked for was the same room. She hadn't explicitly said anything about the two of them. But the implication was just floating in the air after her demand.

"Thank you for your understanding." Once again, Winter cut through the conversation. "As such, we'd prefer one room."

"Sure thing," Larkin said jovially. "It's really no problem at all." He gave them a bow, and Qrow couldn't help but think of how different this headmaster was to Jimmy. No wonder he'd never met the Vacuo headmaster before. He was around Oz and James often enough, and James and Larkin would have butted heads like the two ends of a King Taijitu. With James' need for decorum, he doubted they would have gotten anything productive done. James would be too busy attempting to wrangle this showboating headmaster.

Larkin waved him and Winter along, back out of the office. "Follow me. We'll stick with the corridors on the second floor. Nice rooms, and not too far away."

"Thanks, we really appreciate it," Qrow said, following him out of the room. Professor Larkin practically skipped in front of him, laughing and prattling on about some funny story about Shade, his demeanor already better than a few minutes prior.

What Qrow didn't notice was Winter hanging back, watching the headmaster walk away, eyes narrowed and a frown on her face.

XXX

New chapter! Once again it took much longer than I hoped, but the next chapter is about halfway written, so I have better hopes for that one. I've got some more down time, at least for the next few months that is, so I'll have a little more time to write. I also sat on this chapter for a few weeks longer than I should have. There were a couple parts bothering me that hopefully turned out ok, and it's slightly shorter, but with my plan for the next chapter, I think this was the right spot to cut off at.

On the plus side, I can't believe this is at 40 chapters now!

Thank you to everyone for the kind comments! And to all the new followers and readers! :)