Hey! It is I the Maelstrom and…*deep breath* It's been three long months since the last post. I would like to assure you that I haven't forgotten about this story or even this account. College has been much more difficult as of late and since Spring Term kicks my ass a lot, I haven't had enough time to write the chapter as fast as I want to.

HOWEVER… This is by far my longest chapter ever written for the SLFR story, and I managed to churn out enough to make up for the last three months of absence!

Aside from that, there's not much else to say except…

Enjoy the Chapter!

BN: Since Maelstrom didn't explicitly say this I'm going to introduce myself unless this gets cut before post. I'm Void and I'll be the Beta for the story, oh you should also check out m- *gets smothered by an unknown figure for attempting a shameless plugin*

*ahem* Enough of that, but yeah, I'm glad to be here helping out. So if ya see any mistakes you can yell at me ya smelly bastards! I'm just kidding, I make no mistakes, for I am perfect… But yeah, I'll be the one taking the blame for that stuff. See ya! Void Out!

Disclaimer: I do not own this series. RWBY is owned by RoosterTeeth, and all associated with it. Please support the official release.


Chapter 5: Ruins and Spiders


(Emerald Forest)

'Shit, Shit, Shit, Shit, Shit, SHIT!' A nervous cursing fit rang throughout Sable's mind; brought on by a massive surge of adrenaline. Though his reflexive outburst betrayed how ecstatic he really was at the thought of facing the creature that was chasing them.

The dumb grin on his face showed his true excitement, his desire to fight.

Sprinting in a closed, and rather narrow, the cave wasn't pleasant nor comfortable, but with the situation he was in, his life depended on it.

With the shrill throes of Jaune's feminine cries echoing throughout the tunnel behind them, Sable and Pyrrha ran out to be greeted with a burst of fresh air and sunlight, but unfortunately, they had no time to rest.

He turned just in time to witness the monster burst out from within the large mound of earth, scattering dirt and dust everywhere. However, this soon cleared, revealing the beast for all to see.

As opposed to most Grimm, which sported dense black fur as part of their structure, the creature instead donned a jet-black bony exoskeleton.

Its protective armor: large, ivory, bonelike plates upon its back, adorned with red markings that gave it a striking resemblance to that of a scorpion.

'I think I remember this one… it's a Deathstalker!'

It was gigantic and larger than any Grimm Sable thought he would have to face during this exam. Had he not been so surprised by the beast's sudden attack, he would've shoved his sword, Skol, straight into its skull.

Jaune struggled to hold on to the beast's stinger out of fear for his own life, as compared to Lilac… who, strangely enough, seemed to be enjoying this near-death experience.

"Oum-dammit Lilac, get off of that stinger right now!" Sable called out to the horse Faunus, who was dangling from the stinger's tip.

The surprise on his face was evident when he saw Lilac letting go of Jaune with a smile on his face.

The horse Faunus acrobatically danced around the Grimm's pincers with an extreme skill. Avoiding attacks as he sprinted to Sable and Pyrrha with an excited yet nervous look on his face. Though the trembling and shivering from Lilac's color-drained face hinted at something unpleasant crawling through his mind.

"Woah! That was fast!" Sable exclaimed loudly with a surprised expression apparent on his face.

"That was… deathly terrifying, yet exciting!" Lilac said in awestruck wonder, panting as adrenaline pumped through his veins. He turned back to see Jaune swinging around wildly as he held onto the stinger of the beast. "Not for him though…"

"You think!?" Jaune desperately held onto the stinger, practically sobbing in abject horror.

He was treading on the thin line between surviving this near-death experience and dying on the first day of initiation; it was mortifying, to say the least.

The sight of the wailing blonde that hung before the three young students was… Pathetic, in Sable's words.

Not because he was holding on for dear life, that was understandable. It was pathetic because Sable, for all his small jabs at Jaune, expected a little more effort from the blonde in getting away. Even Lilac managed to do something as simple as that, and he's the childish one.

"Help! Whoa-ah-ah-ah-ah! Why?! Guys! He-e-e-elp!" Jaune screamed in panic, almost crying, his desperate fight for dear life beginning to look bleak.

"Damn it! Jaune, just hang in there for a sec'!" Sable yelled, warning him in advance, as he made sure to keep his distance from the massive Deathstalker.

"Jaune! Whatever you do, don't let–" She called out, but before Pyrrha could finish, the Grimm reared its tail back before snapping forward. Launching the still-screaming Jaune across the forest as the rest of the group watched in dismay.

"Welp… I hate to be the one to say it but… it looks like he's blasting off again." Lilac grinned, chuckling at his attempt to lighten up the mood.

Pyrrha turned to Lilac with a questioning look, frowning as she asked. "I'm not sure if you're joking or not."

Sable scowled softly as he shook his head, annoyed by Lilac's joke… but he was sure that Jaune would be fine, mostly due to the fact that the blonde had been on a lucky streak for a while now.

Being launched by a Grimm was the best thing a wimp like Jaune could get. Besides, it offered Sable another opportunity to do what he had been hoping to do this entire time, fight.

His eyes glowed with a bloodlust fueled flame as he trailed his hand to the holster at his hip and smirked.

Lilac, still slightly frantic, chuckled nervously before asking, "O-okay, question one… What do we do now?" His wary gaze then turned to the weapon at Sable's hip and pointed to him tentatively, "Question 2… what are you planning to do?"

The albino wolf Faunus gazed at Lilac and Pyrrha for a brief moment before drawing his revolver, Hati, and flashing a toothy grin filled with excitement. "What does it look like? I'm going to shoot it of course!"

"What? You can't be serious!" Pyrrha exclaimed, clearly opposed to the idea. A flash of surprise crossed Sable's irritated face as she continued. "We need to run away from it, and get out of this alive!"

"Run away? It's just one giant bug! I'm sure that I can handle it alone!" Sable refuted, clearly against the idea of running away like a coward. "I haven't killed a single Grimm since I landed! I need to blow off some steam!"

How could he not? Truth be told, Sable was expecting to finally let loose and take down a couple of Grimm and get the relic; even if he has to be partnered up with the annoying pony… but he'll be damned if he doesn't fight this giant bug and prove that he can take it down!

Despite Pyrrha's best attempts, Sable ran with Skol drawn towards the large pincers of the scorpion. The massive claws snapped at him aggressively as he revved up his weapon and countered the pincer strikes.

The sword put a good dent into the bone plates, but unsurprisingly, it dealt no actual damage. Showing just how difficult it would be to pierce the armor.

The monster reared one of its pincers back in an attempt to slam Sable away. But before it could strike, the wolf Faunus pulled out Hati and aimed for one of the Deathstalker's many eyes; quickly loading a fire Dust cartridge before pulling the trigger.

The revolver had a strong recoil, but he stood his ground as he fired. His aim was strong and true; a loud boom echoed throughout the forest as a burst of smoke and fire enveloped the scorpion, causing it to screech loudly in pain.

'Yippee-ki-yay–' Sable thought, unable to restrain a toothy grin from spreading across his face; immediately pumping his fist in the air as he cheered. He was excited, after all, he proved he wasn't weak.

The smoke cleared, and unfortunately, the Death Stalker's armor wasn't anywhere near broken except for a few burn marks around its face. "-Motherfucker!"

'Now this is just getting annoying!' Sable thought as his scowl deepened, quickly turning foul. Just what was this damned thing made of?

The Deathstalker's ear-grating screech was enough to intimidate Lilac and Pyrrha, but Sable merely grit his teeth in determination. There was no way he was going to let some stupid bug get the better of him! He couldn't let it! Not after how far he's gone!

"Sable, get away! You're clearly not hurting it!" Pyrrha called out to the albino Faunus; quickly drawing her own weapon. Stepping back cautiously; she was ready to flee at the first opportunity with her classmates. "We need to find the relic!"

"Good idea there, then why don't you go get your relic while I deal with this ugly bastard!?" Sable yelled out in frustration, glaring through his shaded goggles.

He didn't really disagree with Pyrrha's idea. In fact, it was a great idea to go and get the relic. The thing is, they couldn't do that if they had a Grimm on their tail. Sable was going to be the one to slay this Grimm and he wasn't going to budge. He turned to Lilac, who was practically glaring at him. "W-what's up with you, huh?

"Okay Sable, as much as I like the enthusiasm," Lilac said with a sigh, grabbing his free wrist and forcefully pulling him away from the Deathstalker. "When the nice lady says we gotta go, we gotta go! So let's get going!"

"H-hey! What do you think you're doing!?" Sable cursed loudly in protest, though his complaints were simply ignored as the group of three ran for their lives from the Death Stalker.


(Emerald Forest, Relic Ruins)

For the brief moment that they had spent here in the Emerald Forest, Frey had counted himself lucky as he rubbed his glasses clean.

His partner was a chatterbox, but surprisingly easy-going. He didn't seem put off by Frey's presence as an Atlesian, which was always a plus. After all, with their constantly worsening reputation, he was a little nervous about it.

Still, hiding information about himself, especially from a teammate, left a sick feeling in Frey's gut.

'I don't know whether I should tell him…' Frey had been struggling with that question all day yesterday. And he still was, right now he was deciding whether he should tell Ragnar about his family or not.

It was an important detail about him, but he was afraid of telling him because it would seem misplaced and he didn't want people to see him for his name. There was a reason why he didn't draw attention to his family when people asked about where he came from.

Regardless of those thoughts, he couldn't shake away the small prideful smile on his well-sculpted face.

Frey was feeling proud of himself. Why wouldn't he be? It's healthy to give yourself some credit, every now and then at least, nothing wrong with that.

He and Ragnar—who met each other on a good note, had fought many Grimm together with ease, and finally reached their destination as well as gaining the relics that they needed, on top of meeting other students—have effectively achieved their objective.

Now all they needed to do was find a way to return back to Beacon Cliff and show the professor their relics. Allowing them acceptance into the halls of Remnant's most renowned academy, where they could bask in the honor of being a future Huntsman.

However, before any of that could be done; a loud feminine shriek distracted him, as well as the others around him. One which Frey distinctly picked up on.

As a scholar and a gentleman, Frey prided himself on hearing the distressed call of a maiden in need; though he isn't one to assume that of every lady he meets. He is always ready to be the polite one that they would need.

But the girl's scream seemed… off. It was a scream of fear, there was no doubt about that. It was just that the tone seemed deceptive, at least as far as Frey could deduce.

"Yikes! That doesn't sound good!" The crew-cut, hazel-skinned man said, not sounding amused but rather serious instead.

"Some girl's in trouble!" Yang assumed as she turned to Blake, who the two male students noticed wasn't paying attention, and asked. "Hey, did you hear that?"

After Yang's comment, Frey picked up a second noise. It was faint, but it was approaching at a surprising rate. From where it was coming from, Frey didn't know.

The Atlesian just happened to look up and at that moment… his inquisitive gaze quickly turned into one of disbelief as he could make out a young girl in a black dress with a red cloak!

"Heads uuuuuuuup!" She yelled as she flailed her arms in a panic, desperately screaming as if she didn't know what else to do. Time seemed to slow down as a second figure came flying through the air; crashing into the poor girl, knocking her off course and sending them both into a tree.

"Oh, dear…" Frey muttered in disbelief and concern, unsure of whether they were safe or not.

Blake looked at the tree in question, and with a thin but curious expression on her face as she turned to Yang. "Did your sister just fall from the sky?"

Yang scratched the back of her head awkwardly, just as confused, "I…"

"Wait, you have a sister?" Ragnar asked as he tilted his head at the question.

Before any of them could linger, crashing trees and snapping branches could be heard from the forest. Immediately, the four students readied their weapons, but what came next completely caught them off guard.

An Ursa, a creature of Grimm reminiscent of a big black bear, came leaping out from the forest. Swiping at the air wildly with a loud primal roar.

"I got it!" Ragnar yelled out as he held his right robotic palm forward, an orb of cyan energy gathering in the center of his hand. Firing the beam of energy at the Ursa's head, he vaporized it immediately. What he didn't expect was for another head to come out from where it previously stood, one belonging to… an orange-haired girl?

"Whoa, Whoa, WHOA!" The new girl yelled as she was sent tumbling forward as the corpse keeled over onto its belly, slowly but surely fading to dust. The girl in question quickly recovered from her fall and turned to the group with a pout on her face and hands on her hips. "Hey! You broke my ride!"

She wore a white sleeveless top that forms a tiny heart shape cut out over her chest, with a white detached sleeve on each arm. She wore matching fingerless gloves on each hand. She sported a short pink skirt that started at the waist and ended mid-thigh. Her shoes were a mix of pink and white with pink laces.

"What are you talking about? I just did what anybody would have done: shoot the Grimm down!" Ragnar exclaimed, confused as to why she would even consider a Grimm a ride.

"To be fair, he does have a point." Frey sighed, nodding in agreement, why did she think of riding a Grimm in the first place?

"Nora!" Another shifting of the leaves and walked in another student, this time a male. He panted and leaned on his knees in exhaustion, looking like he had just run several miles without a break.

The boy wore a dark green, diagonally buttoned, long-sleeved tailcoat with black and gold trimming and pink cuffs. The trimming went down the right side of his torso and formed a thick black collar. He had long hair, with a ponytail at the end and a small magenta highlight in his bangs. "Please... don't ever do that again."

"Pardon me, but she already left…" Frey told him hesitantly, mostly due to the fact that he didn't know how to explain how the girl, now named Nora, went from one position to another almost instantly. He pointed back to the mosaic circle of relics where Nora was eyeing one of the pieces, a golden rook, in awestruck wonder. With that, the magenta-eyed boy left towards her direction calling out her name.

Meanwhile, Ragnar, Yang, and Blake were left impressed and dumbfounded at the same time as Blake asked, "Did that girl just ride in on an Ursa?"

"The fact that she even did ride a Grimm is freaking whack…" Ragnar muttered as he rubbed the side of his head.

Frey opened his mouth to speak but was cut off by an ungodly screech coming from a direction away from the group.

There, three more people from the trees… along with a Death Stalker uprooting the tree in its chase. Frey recognized the redhead with green emerald eyes as Pyrrha Nikos, but his eyes quickly locked onto the other two.

He recognized the shortest one dragging the tallest among the three by the wrist, and his eyes widened in shock. They saw him and their eyes widened just the same.

"Frey!" Sable called out.

"Sable!? Lilac!?" Frey exclaimed as he didn't know what more to say. A DeathStalker on their tail was already surprising, but what was really shocking was the Faunus pair themselves.

Sable and Lilac partnering up was a surprise nobody would have expected.

"Pyrrha!" The voice came from the top of the tree where the red-hooded girl and the blonde man sat.

"Jaune! Just hang in there, okay?" Pyrrha, who was still running from the Death Stalker, called out in response.

"I'm trying!" Jaune yelled out in a plea, causing Frey to shake his head with a sigh.

What a role reversal this was.

Soon, the red-hooded girl leaped off of the tree's branches and landed in a roll. Frey watched as Yang herself was the first to run ahead with her arms raised for a hug, and then Ruby raised in kind.

However, the reunion was cut off by the bombastic Nora who jumped in, wanting to join in on the game.

'What an odd bunch...' Frey thought to himself, chuckling nervously. If these were his soon to be classmates he'd certainly have to be mindful of their… less than agreeable attitude.

"Did they just–" Blake stopped mid-way, mindful of asking an already answered question. "Never mind."

"What's the matter, cat got your tongue?" Ragnar said in amusement, though Frey gave him a scolding gaze causing him to chuckle nervously–

"Can we have two seconds of peace PLEASE!? I barely have time to take in anything!"

Yang shouted, her temper blowing up at the crazy turn of events.

Everybody stopped dead in their tracks, although Ruby was painfully aware of her shouting, she wasn't fazed in the slightest. Frey was taken aback by the sudden outburst, while Ragnar looked at her with a straight face.

Frey refrained from voicing his displeasure at her rudeness, aware that at this moment it wasn't the worst thing. The shouting was unnecessary, there was no doubt about that, but with the buffoonery that occurred perhaps, she has some reason to… little as it was. Seconds passed to recover from the silliness, then he looked up to the sky and gaped in disbelief.

"Everyone, look!" Frey pointed upwards. Everybody looked up just as he had told them to, and much to their dismay they were treated with something worse than they could have imagined.

Ragnar was out of quips for once. "Holy…"

"...crow." Yang finished.

'Quite literally.' Frey thought, unable to disagree.

The monster resembled an avian creature; except for the fact that it was as large as the airship which carried the students to Beacon, if not more so.

With ink-black feathers and sharp talons that could carve into flesh with ease, it's intimidating presence lingered over them. It circled above the students with a hateful gaze, waiting for the right moment to strike. Its matte black beak was both long and wide enough to eat any of them like grub, the Grimm known as a Nevermore loomed over the students.

Frey blanched at the current state of things, furrowing his brow with a crease of frustration. There were two large Grimm that could severely injure them at the least… and slaughter them at the worst.

There wasn't anything else that could go wrong…

Then he saw her, and, for lack of a better word, he shouted incredulously, breaking his calm persona. "WHAT ON REMNANT?!"

Weiss Schnee, heiress to the SDC, known for being considered a cold and pompous princess, and has likely never even been in a forest before, clung onto the Nevermore's claw with one hand as it flew over them miles high. Her white snow themed dress flapped with the wind, and much to her dismay, she looked absolutely frightened and mortified.

"HOW COULD YOU LEAVE ME?!" She cried out, and by her tone, it seemed she didn't get up there on her own.

"I said jump!" Ruby yelled out in response, causing Frey to turn to her with an incredulous look. She really didn't do what he thought she did, did she?

"G-guys! She's going to drop." Ragnar stammered in a frantic panic, stepping back with a nervous grin.

"She'll be fine." Ruby played it off, although her nervous chuckle betrayed her words.

"She's falling!" Ren warned, everybody, gasping in worry over the Schnee heiress.

Frey widened his eyes and saw his fellow Huntress-in-training in peril… Unbeknownst to himself, his eyes glinted with determination he didn't even know he was capable of showing. For a brief moment, he hesitated, but he ignored it, as he couldn't just stand by and do nothing.

Frey took his running start, never taking his eyes off of Weiss as she neared the ground, but so did Jaune as he ran right behind Frey.

Both neared the edge of the branch, and leaped forward with their arms outstretched; only to accidentally crash into each other allowing gravity to take hold of them. As all of this happened, Weiss was still far above them but witnessed what was going on beneath her.

The two huntsman-in-training crashed into the ground separately. Jaune fell face-first into the ground, while Frey sprawled himself but still landed on his back. Soon after, Weiss landed on top of Jaune, crushing him even further down into the ground as he groaned from the fall

Wincing from the impact, Frey stood up with probably a bruise or two. Weiss had nary a scratch or even a scuff on her dress. She merely checked her nails, still sitting on top of the poor Jaune. "My hero…" She muttered sarcastically.

"My back…" Jaune squeaked out from underneath the heiress.

Meanwhile, Frey walked up to Weiss who looked up to him questioningly. With his best effort, he cracked a brief smile, unaware of his glasses' condition, which was covered with leaves and dirty with dust.

"Are you alright, m'lady?" Frey spoke with a polite gentleness that he was far too comfortable with as he offered her a hand.

Weiss' cheeks heated up ever so slightly, quickly shaking it off as she politely accepted the hand up. "At least someone's a gentleman."

"I aim to impress" Frey rolled his eyes, amused at the Schnee heiress' reluctant reply. Quite honestly, he didn't seem bothered and so long as she wasn't difficult there were no problems between him and her.

He and Weiss jogged back to the group, who all had wide-eyed stares. All shocked at Frey's sudden attempt at heroism, especially Ragnar. Yang was the first to speak, though her snarky grin widened when she saw them walking together.

"Well, look at that. Looks like you're her knight in shining armor, huh?" Yang teased cheekily, resting a hand against her hip.

Frey rubbed the back of his head nervously as he got flustered in embarrassment. "I-I wouldn't call myself that, but I appreciate the compliment."

"Bro, what was that?" Ragnar asked, his eyes bulging in a stupor from Frey's bravado. "I knew you had that gentleman vibe but I didn't think you'd go that far. Kinda fell short at the end though."

"Oh, don't you mind. That's what happens when you go on daily jogs, no?" Frey scratched his chin sheepishly, still being humble about what happened. "That must have looked rather ridiculous, me failing at the end and all."

"You kidding me? You looked dope when you pulled those moves, bro." Ragnar said as he walked up to his partner and patted him on the back, giving a reassuring grin.

Frey smiled in return, glad to have met a dependable and easy-going lad. He turned to Weiss who crossed her own arms, surely not in a particularly pleasant mood if her sour face was any indication. That didn't stop Ruby who sheepishly turned to Weiss.

"So... how was the flight?" Ruby giggled nervously, hoping that maybe her partner wouldn't be too angry.

"Shut it," Weiss answered with a harsh glare at Ruby, causing her to flinch. She clearly did not want anybody talking about what just happened, much to Ruby's dismay.

Frey sighed and shook his head, truly a great impression as he gestured his hand to her. "Weiss Schnee… ladies and gentlemen."

"Weiss Schnee?" Ragnar crossed his arms in question, tilting his head as he looked at Weiss before the realization struck him like lightning. "Oh, oh, you mean the ice queen of Atlas?"

"What was that!?" Weiss turned her glare to Ragnar, annoyed by the nickname.

"Uh, I think you heard me." Ragnar gave a flat look at the Schnee heiress. "Look at you, with that fancy dress, that color palette, and most of all that 'snow-cold' dismissiveness," Ragnar explained, not so subtly sneaking in a joke that caused a few people, including Yang and Ruby, to chuckle. "You're the picture-perfect figure of an Ice queen!"

"Haha! That's what I said before!" Yang snickered, putting a hand on her hip in amusement.

"Princess is the term I'd use, but you're not wrong…" Ruby giggled in satisfaction at seeing the princess get her own verbal rebuke.

"Oh, ha-ha." Weiss's monotone sarcasm filled the air, which only caused a bit more laughter from the group, much to her chagrin.

"Well, you are correct… somewhat Ragnar," Frey added to the conversation, adjusting his glasses. "She is the heir to the SDC, the one mainly responsible for providing the resource we all use every day—" But before he could finish, Pyrrha, Sable, and Lilac were launched next to the group at their feet.

Pyrrha landed normal enough but right next to her while Sable landed face-first on the ground from the impact, and Lilac landed right on his backside with his arms splayed out and his knives in hand.

While a third of the group recognized the Faunus duo, the rest of the group didn't, which Frey completely understood.

Though he would have preferred if they didn't get a faceful of dirt.

"Ugh, my fuckin' spine…" The albino wolf Faunus groaned in pain, pushing himself up with his arms and throwing Lilac off his back. "Why did you have to land on my back, again!?"

"Why did I have to land right on my keys...?" The mauve-haired horse Faunus rubbed his bruised heinie, wincing in pain at the crash.

"Everyone..." Ren began, making his voice known, not having said much on the issue. "We are still surrounded by the giant Nevermore."

Lilac's face was quickly drained of its color, Frey could tell that he didn't take that kind of news very well. His nervous shaking looked real, that much was sure, but he didn't seem deathly afraid, much to Frey's confusion. "Oh, great~! We're all dead and buried now!"

"Like hell we are!" Sable gripped the cuff of Lilac's checkered suit, rocking him back and forth comically. "As long as we got our weapons none of us are dying here! Especially me!"

"He's right, we may still have a chance!" Ruby nodded knowingly, with a determined smirk she readied her Crescent Rose.

Frey took on a serious expression as he nodded, and tapped his chin in deep thought. "Right, so I think the best thing to do right now is to plan our next strategy. It wouldn't do any good to just rush at the Grimm blindly—"

"Just watch!" With that, Ruby dashed forward with her semblance; shouting a bloody battle cry.

'W-what!?' Frey was completely taken aback at Ruby's rash decision, a dumbfounded expression laced his face.

"Ruby, wait!" Yang called out, she widened her eyes in shock at the danger her sister was putting herself in.

"No, wait! That scythe won't do anything against that monster armor—"

"Shit, Ruby what are you doing?! Get back here!" Sable growled out as he suddenly charged off after her with his weapon drawn.

"W-whoa! Hold on!" Lilac, uncharacteristically, was visibly concerned as he raised his hand to get Sable before he could run off but failed to, causing him to groan aloud. "He just doesn't listen!" He sighed as he quickly grabbed the nearest Relic without looking, before rushing to Yang who dashed off after her sister.

"No! Sable, Lilac you can't just… oh, bloody hell!" Frey threw his arms in frustration.

Ruby just charged off without listening, and now Sable as well? It wasn't like the albino Faunus to be this concerned for others. From what Frey knew of him, he thought Sable would be rather competitive about this.

Regardless, that didn't change the fact that their rash decision could get them both killed!

With all the frantic worries in his head, he just barely noticed something out the corner of his eye. He turned just in time to see that something was scurrying quickly and shaking the trees, and the looming shadow of danger washed over Frey when he saw it...

'Oh, bollocks…' Frey thought softly, a nervous trail of sweat running down his brow. It was headed straight towards Ruby and Sable.


(Emerald Forest, Clearing)

'What the hell do you think you're doing, Ruby!?' Sable's mind was racing, there wasn't enough time to stay in one spot.

Ruby was fast, she was talented, and there was plenty of potential in her… but she's reckless. Recklessness will only let you get so far until you make a fatal mistake. Mistakes that made you an open target, and you don't want to be like that when you're fighting Grimm.

'But what do I know, I'm doing the same thing!' He thought to himself, growling softly.

He hated to admit it, but his sword wasn't going to pierce it unless he activated his sword's engine-fuel. Even worse, if in the future he couldn't pierce it, then what good is Ruby's weapon gonna do? That weapon was great for carving into hordes of Grimm, but the biggest drawback was its inability to pierce through powerful armor.

'So she decides to bull rush her way into the fight with no plan?!' Sable understood why Ruby would do something like that, but that didn't make it a good decision.

'If she makes even one mistake…' Sable thought, imagining the worst that could happen. He immediately grit his teeth and scowled. 'No, like hell I'll let that happen!' As much as he wanted to have a shot at the Grimm, he couldn't just let Ruby go to her imminent doom.

Sable sprinted as fast as he could, following Ruby, stomping into the ground with forceful pressure to propel himself forward. He focused on Ruby, or rather, the red blur that was the young girl.

'I hope I just make it there in time—whoa ho whoa!'

But his dash forward was broken when he felt something grab him from behind, a sweet scent in the air as something yanked against him. His momentum was forced to a stop as he tripped, falling face-first into the ground.

He looked around in confusion as whatever grabbed him began dragging him across the ground and into the forest greenery.

Wincing from being dragged through the bushes, branches, and the dirt, Sable barely had any time to react as he suddenly felt his body being yanked upwards until he was in the air.

This too suddenly ended, as the albino Faunus saw something in the corner of his crimson eye. A large white wad of some strange substance flew towards him. It quickly wrapped around him, pinning him to the trunk of a large tree.

"Agh… Oum Dammit… who the fuck did that!?" Sable yelled out in frustration, fed up with the sudden ambush that caught him off guard. He struggled to force his arms to move through the web that covered his upper torso to no avail. He couldn't even reach for his weapons.

'S-shit, what the hell is this thing made of!? It's sticky… and… making it harder to move!' With every movement the sweet-smelling webs began wrapping tighter around him, the restriction getting painful as the confinement grew compact.

Sable growled in anger, scowling harshly at his surroundings. He was back in the forest, but the branches and greenery were tangled with cobwebs, silky white and adorned the entire forest like party decorations. The sun was just barely visible through the thick roofing of webs and leaves.

What was really horrifying was the dried up cocoons that were strung up on other trees. There weren't many, only a few animals that must've wandered into the den, but that didn't make it any better. It only showed what was going to happen to him…

Whatever it was that dragged him into this hellhole of a spider's nest, it wasn't anywhere to be seen, and every passing second was only met with silence.

Sable tensed at the silence and cursed his situation. Here he was, trying to help Ruby only to get hoodwinked and forced into a situation that he hated: Being trapped,

The snapping and crawling noises that echoed in the empty forest only served to unnerve Sable.

The sickly sweet scent assaulting his nose growing stronger with each moment. He turned his head in slight disgust… it wasn't the sweetness you get from candy; it's the kind of smell so appalling and strong that it's disgusting to even inhale.

To make it worse there was an underlying scent of rotting flesh, the combined smells made him gag.

The noises grew louder, and faster. The confusion and trepidation crept on his spine. Four pairs of red-eyes, glowing through the forest and bushes leered at him like a piece of meat. Like prey that had foolishly let its guard down, and was preparing to be eaten.

'You're kidding me…' Sable hurried in his struggle to break free from the web that restrained him but he made no progress. If only he could reach his weapons… but then what could he do?

His arms were tied up by the webbing and he couldn't even stand upright! He could only lay there trapped, panicked and frantic, helpless as the glowing eyes suddenly blinked out of existence.

Gritting his teeth, his eyes widened. Staring into where the glowing red orbs blinked out.

Sable didn't dare take his sights off of where the Grimm absolutely would come out of.

'Dammit! This can't be fucking happening!' Sable growled, filled with frustration and anger. It was happening again. That fucking dread on his spine came back again. The feeling that comes whenever you're at something's mercy…

The feeling of being weak enveloped him, if only briefly. He hated that feeling…

It was disgusting, repulsive even, to be afraid.

He tried to rid of that freaking emotion every time he could, but by now it was inescapable

And then the monster leaped out and rushed at him faster than he thought it would. A giant Grimm that crawled at him with speeds and legs similar to a Tarantula.

About as long and large as the Deathstalker from before, it easily towered over even the 6'5 albino Faunus. With fangs large enough to make him a meal, and the splashing acid that left puddles which burned the earth.

'S-shit! I can't die here!' The albino wolf Faunus' fixed gaze flashed with a sliver of disgusted fear, and he didn't dare close his eyes.

The Arachne was upon him, and its raised fangs were prepared to gore him into mince-meat. The hissing rang through his ears, and a brief moment had passed as his life flashed before his eyes…

The same heat from the fire that burned away everything he knew. The pained screams, filled with fear that rang through his ears in a cacophony. That single night of trauma, of the horror, and the anger that came with the memory of… him.

The years that he spent trying to block them out. Years spent preparing him to be a Huntsman… all wasted.

Or at least that's what he thought… until he saw that dumbass—

"Wait… the fuck!?"

He couldn't believe what he was witnessing. Behind the Arachne, he saw Lilac perched on one of the branches.

The horse Faunus soon launched himself, unsheathing his blades of fire and wind before jamming them into the Arachne's Abdomen violently. It let out a bellowing screech of pain, violently swinging its frontal legs and body.

Soon he heard rapid footsteps from his left, and he saw Frey with his halberd drawn and ready as well as a hazel-skinned young man he had never seen before.

Frey jogged up to Sable, and with no words, he raised his Halberd before cutting into the webbing with a few good swings. After two or three strong slices, Sable was freed from his webbed prison.

He wouldn't admit it, but a part of him was relieved at his sudden rescue.

"GET…" The hazel-skinned young man yelled as he charged towards the Spider's prosoma and launched himself fist-first. "...DUNKED ON!"

The sudden slamming blow threw the Arachne off-balance as it tumbled towards the horse Faunus.

Though Lilac managed to get off before rolling towards the tree where his albino Faunus partner was stuck to, crashing into it before sliding down to the ground on his back.

"Owowow…" Lilac muttered, wincing in pain as he carefully stood up straight.

"Rough landing, lad," Frey remarked, taking his stance next to Sable. "Alright, now what's next?"

"What's next?! First off, we need to get the hell outta here!" Sable barked apprehensively, looking worse for wear. Despite his previous desire to kill Grimm, right now the albino wolf Faunus didn't feel like sticking around much longer.

The Arachne hissed viciously as it swiped the hazel-skinned dude away with its front legs, but fortunately, he managed to skid on his feet, stopping next to Lilac.

"I don't think Charlotte over here's gonna let us! She's gotta be absolutely fuming right now!" Ragnar exclaimed as he pointed to the now viciously stanced Arachne, its front legs flaring up as it bared its fangs at the group of four with a chittering hiss.

Sable looked at Ragnar with a raised eyebrow. "And who are you?" He asked in genuine confusion.

"Wha– Seriously, I'm Ragnar!" Ragnar was surprised that Sable didn't catch his name.

Sable stared at Ragnar, still not recognizing him. "Who?"

"We've met before?" Ragnar said as he gestured to himself one more time, a twitching eyebrow signaling his annoyance. "Back at the ruins!?"

.

..

Sable's half-lidded eyes were enough to answer his question. "...not ringing any bells. You're talking crazy, man."

"Oh fuck you!" The hazel-skinned man exclaimed loudly in frustration.

"Gentlemen now's not the time for bickering!" Frey yelled, gaining the two bickering students' attention. "It's making its move!"

The Arachne lunged forward with its fangs, forcing the group to roll away as they split up. Sable and Lilac were on one side while Frey and Ragnar were on the other, surrounding the Arachne.

Despite the supposed advantage, Arachne's back legs started spinning a thread of webbing and launched it towards the Faunus duo.

Sable and Lilac ducked underneath to avoid the thread, a sharp whistling noise pierced the air, followed by a loud cracking sound.

The two looked where the thread hit, and were shocked to see a very large gash in the trunk of bark. It was followed by the tree creaking and falling down to timber.

"Yowch! That's lotta damage!" Lilac quivered in place, quickly brandishing his twin bowie knives as he leaped into the dead tree branches.

"Lilac! You think you can lead that spider away from the forest!?" Sable yelled out, slowly formulating a plan in his head.

The Arachne lunged at Lilac, who leaped to another branch before he could be mincemeat. It followed Lilac with a vengeful hiss, nimbly traversing the forest with its slithering legs. Quickly, it launched a barrage of webbing in an attempt to pin down the one who stole its prey.

"AAH! WHY DOES IT HAVE TO FOLLOW ME!?" Lilac shrieked out in fear as he avoided the silk, causing a few raised eyebrows and a scowl from Sable.

"What does it matter if it follows you!? Just make sure to lead it away from here, ya damned midget! If we can get it out of its home territory, then we'll have the advantage, then we go for its legs! It can't do anything if it can't crawl away!"

Lilac gave a shaky thumbs up in response. "Okay, okay, I'll do it—AAHAA!"

Lilac ducked underneath the Arachne's swipe as he clumsily jumped from branch to branch. Sable could see that he was somewhat shaky, but was still being unpredictable to draw the Arachne away from them.

Sable looked to Frey and Ragnar with a serious expression. "Well, what are we standing around for? Let's go!" He charged off without waiting for a response, making sure not to lose track of Lilac or the Arachne.

Frey and Ragnar followed behind the albino wolf Faunus with no hesitation, making sure to avoid the stray webs left in their path. They could barely see the Arachne as it crawled its way through the branches with ease, though they figured it was especially targeting Lilac.

"You sure about that plan?" Ragnar questioned him, dashing and hurtling through the bushes in his sprint. "Why don't we just smash that thing to pieces?"

"Because it keeps moving too darn fast to even let that happen, dumbass!" Sable scoffed, brandishing his motorized-sword. "Plus we're at a disadvantage here!"

Frey adjusted his glasses, running up to the two with a serious look. "I agree with Sable. Right now the forest is the last place we want to be in, the Grimm would be at an advantage. Lilac serves as a distraction for the Grimm, therefore baiting it into a more suitable terrain for us."

Ragnar nodded quickly, "Ya know what, I'll bite. That's actually a good idea Frey!"

"Guys! Less talking, more running!" Sable barked at the two temporary allies, his tone serious and strong.

"Fine, Fine! Whatever you say, jackass!" Ragnar rolled his eyes, while Frey nodded concisely.

Sable chewed the inside of his cheek in worry of the annoying pony, not that he would ever admit it. 'Don't you die on me…'


(Emerald Forest, Deep Woods)

Speaking of Lilac, the mischievous Faunus was grinning with nervous desperation as he couldn't help the shivers running down his spine at being chased by what could be considered his worst nightmare.

'Spiders… why did it have to be spiders!?' He mentally screamed, narrowly jumping over a web that missed its mark.

The hissing turned malevolent and spiteful. He knew that it was following him, crawling and rampaging through the branches in a violent rage. It would catch up to him slowly but surely in a few minutes.

Lilac wasn't worried… okay yes, he was, in fact, he was terrified, but he knew where he was going. If everything went well, then it would follow him out of the forest where it would be exposed.

'At least… I know where to go…'

The ruins popped into his head, quickly deciding the perfect place to go to. The ruins were close to where they needed to go to pass the exam, but it wasn't sure what the ruins would actually look like. Anything could happen.

But if the Arachne cornered them they would be in massive trouble, and the last thing they needed was to be impaled or turned into desecrated flesh because somebody rushed in behind the red-hood and got himself captured!

'What was the guy thinking, jeez!' To say he wasn't miffed about Sable's actions was an understatement. Over the next few minutes of constantly dodging and moving forward and away from the forest, Lilac twitched an eyebrow at Sable's reckless behavior and barking.

At least he had a plan on how to deal with the freaky spider, but after they were done with all of this the albino Faunus was going to get an earful from him!

He shook the thoughts from his head just in time to look back and be met with the Arachne's macabre visage, causing a high-pitched shriek from Lilac as he was almost crushed by its front legs. Deftly jumping to a sideways branch, he continued to avoid the Arachne as his life depended on it because it did. Soon though, the path ahead of him showed a gap of light that indicated he was almost out of the forest.

Just as planned, Lilac tightened his legs with one final jump. He dropped and rolled forward from the ground, shifting into a running sprint. Looking back, he saw the Arachne chittering viciously as it forced itself to scurry along the ground at frightening speeds. Despite his shaking teeth, he kept running forwards to the ruins.

Soon he noticed that he was running up on a cliff overlooking the rest of the ruins, consisting of stone pillars and a bridge while he was probably on a trail leading to a patch of land in front of him.

'That must be our destination!' Lilac grinned excitedly for a moment. He might have separated from his partner for a moment, but if Sable was following both him and the Grimm then they might as well have passed.

After all, Lilac had the relic in his pocket.

He turned his head back to see the Arachne almost catching up to him, lunging with its forward arms.

"Oh crap!" Lilac's burgundy eyes flashed as the Arachen's arms slammed him into the ground, only to disappear in a puff of purple smoke.

The Arachne was left confused for a moment, only to see that in front of it was its prey who kept running but had enough time to flip it a gesture.

'Semblance, you're a lifesaver!' Lilac was now almost running out of breath, but he sure was glad he pulled that one before it got him. It didn't let him make a body double, but it allowed him to present a mere optical illusion that can trick everybody around him.

Similar to a magician and the 'pulling a rabbit out of his hat' trick, except he could do that with his semblance: Trickery.

Luckily, he was able to make it to the cliff in front of him with enough time to catch his breath. After a few deep breaths, he looked over the cliff he reached and was greeted with a pleasant, and at the same time, the unpleasant scene before him.

The first thing he saw was the rest of the group including Jauney boy, the bombastic girl, the pony-tail male, and the Invincible Girl going up against the Deathstalker from before. Next thing he knew, he saw Ruby, Yang, the raven-haired chick, and a snowflake-hair princess brandishing their weapons as they fought against the Nevermore.

While he was glad that the rest of the group was doing okay, he didn't have enough time to worry about them.

Another thing that bothered him was that the Arachne had given up on trying to web him up and continued to hiss in a blind rage. It almost made Lilac lose his nerve, but it was really odd considering it had been shooting webs at it constantly.

'Maybe it's because we're out of the forest?' That could be it. There wasn't much for the webs to latch onto, so now it was just concentrating on catching up to him.

Either way, a giant hairy spider following his ass would be nightmare fuel for days!

Speaking of which… the deafening screech signaled it's closing presence as Lilac started sweating bullets even harder than before. His face grew pale as he took a shuddering breath, turned around holding both his bowie knives of fire and wind Dust.

The Arachne was rushing in a blitz, but clearly riled and not planning ahead. Lilac's playful facade dropped, his face turned into a scared but determined frown as he took his stance. Both blades in a reverse grip, he was tightly preparing to run straight into the Arachne.

'O~kay… Just gotta dip in there, give it a few marks in the legs and get out of there. Rinse and repeat… just like a regular spider.'

The hell beast bellowed an ungodly warcry, the sounds getting louder, and louder. Pitter-patter, pitter-patter.

Lilac's shaking body and pale terrified expression said it all, taking a sharp long sniff through his nose. 'JUST LIKE A REGULAR SPIDER…'

"COME AT ME YOU 8-LEGGED, WEB SPITTING ASSFACE!" Lilac shouted from the top of his lungs as he blitzed into a sprint, roaring a battlecry.

He and the Arachne rushed headfirst into a heated standoff… or run-off in this case. The battle would be bloody, grievous, and glorious. Only two opponents standing off against each other… Lilac Sleipnir, and the dreaded Arachne. Who will be the victor? Who will be defeated in a bloody fashion? Who will be left stand–

"SURPRISE. BITCH!" A crude and cocky voice roared, the same time an explosion of red bombarded the Arachne and blew off Lilac into a silly and comical roll.

"WOAH WOAH WHOA~" The wavy and mauve-haired Faunus hooted as he rolled into a ball and hurled his entire body into another sturdy body down into the ground.

Lilac's groaning did little to convey the pain, and relief that washed over him. "Oh… thank god, this hurts less than I thought…"

A second groan came from the one he knocked down, followed by him shoving Lilac away. "What the heck is with you and crashing into me today!?"

'Oh great, it's Sable…' Lilac inwardly sighed in both relief and slight annoyance. He got up dusting himself off, seeing Ragnar and Frey standing there with the latter's halberd drawn, while the former's… clearly robotic prosthetics were 'armed' as he took a stance.

Frey glanced at Lilac for a moment, a concerned look on his face. "Lilac, are you alright? I hope it wasn't too much trou—"

"OH, THANK GODS YOU'RE HERE!" Lilac shouted in relief and joy, as he started zipping and jumping anxiously with his horsetail straight up stiff. "Do you know how terrifying that was, to have a creepy disgusting spider following you to the ends of the earth with almost no rest or even any chill, I almost DIED like three or four times, and I swear if I made that thing follow me all this way with NO actual plan on what to do after, I promise each and every one of you that I will make it my mission to pay back the favor three- no, 5 TIMES OVER with my special brand of PIES TO THE FACE!"

The anxiety-driven rant dragged on enough to the point where even Frey and Ragnar were surprised, though for two different reasons.

Frey was surprised and stupefied, though he figured out a clever fact about the tricky pony.

Ragnar, on the other hand, was surprised… and immediately grabbed hold of his sides in a burst of strong and whooping laughter that made Lilac glared indignantly at him with a pout. "Hahahaha! S-sorry, so sorry, but you're clearly an arachnophobe!"

Lilac trailed a hand to rub his sweaty forehead, his pouting indicating a poor mood. "No, I'm not! I-I'm just not really fond of spiders okay?"

"Yeah, we call that arachnophobia dude," Sable growled in annoyance. "Now, if you don't mind…" Immediately, he charged ahead of the group in the direction of the Arachne. "It's time for pest control!"

"W-wait, no!" Lilac raised a hand to stop him, but he couldn't get him in time.

"Oh gods, not again!" Frey cursed under his breath, gripping his halberd as he followed Sable ahead.

"Seriously, what is up with the guy!?" Ragnar groaned out his displeasure, following Frey as well.


(Emerald Forest, Beacon Cliff Clearing)

"Alright, you guys distract it while I cut its legs off!" Sable couldn't contain the wide and sharp-toothed grin, for he was in an ideal situation. Well, at least the one he looked forward to.

The area around them was barren for a cliff, but it was safe enough for a fight without fear of falling down. The grass seemed dead, but the rocky terrain, lack of trees, and Lilac's baiting the Arachne into here meant that the plan worked.

Now all he needed to do was take care of the Grimm so that he could get into Beacon Academy already!

Sprinting head-on to the now growling Arachne, he unloaded two bullets to the Arachne from his revolver. The .50 cal bullets left two holes in the Arachne's bulb upon impact, damaging the Arachne but not as badly as he wanted to.

Sable started off with a horizontal swipe at the bugger's front legs, nicking it steadily but surely. The Arachne promptly countered his sword with one front leg, raising the other leg to defend its head and eyes.

It lunged with its bare fangs, forcing Sable to roll away from this opportunity he charged with his sword, the motor fully revved and the exhaust pipes burning, he targeted the Arachne's back leg to cut off one.

With full force, he sliced off the back leg of the Arachne. A pleased grin was visible on his face, but it soon turned to surprise when a great hit from the Grimm's front leg struck him. It launched him a good distance away, and as he landed on his back, he growled in annoyance.

Now he was getting impatient… and so was the Arachne.

It took the initiative and charged at Sable with feral hunger, the acid from before dripping from its fangs and corroding the floor beneath it.

He bore his own set of fangs. His motor sword in his left fang, and the revolver his right fang. He charged forward with no fear in his eyes… never again!

Until he got bitchslapped away by the Arachne first into the ground. Skidding off his back across the ground, he slowed down to a halt before scowling from the pain and bitch move.

"You... fuckin' spider, let me hit you!" Sable snarled in pain as he stood up quickly, and looked ticked off. Before he could make another move, Lilac, Frey, and Ragnar had arrived and took their stances as they armed their weapons.

Before Sable could ask anything, Frey looked at him with a serious but disapproving glare. "Are you daft, Sable!? Don't go charging recklessly like that without us!"

Sable scoffed, frowning as he stood back up, he bumped shoulders against Frey and stood in front as he aimed his revolver at the Arachne. "Let's just get this over with already! That damn bug isn't gonna get away with making me look like an ass back there!"

"Dude, we get it, but I don't think that you can handle that thing on your own," Ragnar remarked.

"Exactly!" Lilac affirmed, a serious expression on his face. "Look, my friend, if we're gonna pass this exam we need to work with each other, play to our strengths!"

"And what makes you think you would be able to help?" Sable rolled his eyes, clearly not convinced. "It ain't like you've been of any help in this whole exam!"

Lilac merely gave him a scowl, before rushing off first to handle the Arachne.

"Wait, the fuck are you doing!?" Sable yelled out, rushing along with Ragnar, and Frey. The battle against the Arachne had begun, and there was no time to waste.

Sable charged front and center as he shot with his revolver. While they struck, he watched as Lilac started attacking the Arachne, flipping around in feats of acrobatics to disorient it. He started running in circles, and in a sudden burst of speed, he attacked with his two Dust-lined knives against its legs.

While this was going on, Ragnar decided to support with ranged fire. Sable stood in surprise as cyan blue shots of energy came from the palm of his hands! It dawned on him that they must have been prosthetics from Atlas.

Where else could you get such technology!?

Ragnar took targeted shots though, always going for the Arachne's legs as well… though every time it hit the hairy legs the Arachne would lunge towards Ragnar in an attempt to gore him. But he simply punched its ugly face with such weight that caused it to reel back in pain.

Taking advantage of this, Frey ran forward as he twirled his Halberd and swung overhead with a mighty shout and cut off the Arachne's right front leg. He didn't stop either, Frey propelled himself to the air using the pole of his Halberd, avoiding another lunge.

As gravity took hold of him, he used the opportunity to deal a blow to the Grimm's fused joint between its body and head with one quick motion of his Halberd.

The Arachne screeched in pain as Sable took the opportunity to deal a blow in the same spot. He started running, picking up speed and in the last moment, he did a flip jump. When he landed on the Arachne's jointed area, he thrust his sword into it with ruthless force causing the Arachne to thrash around in pain.

Sable grit his teeth, tightened the hold on his sword, lest he is thrown off the Arachne before finishing it off. He held tight until the leather gloves started burning.

The Arachne thrashed around some more before screeching… and collapsed onto the ground, completely motionless.

Sable took breaths, which soon turned into a soft chuckle, into a burst of excited laughter as he pulled his sword off the Arachne. He hopped off and started walking up to the group of three. "Fuck yeah!"

Frey couldn't help but a small chuckle, before adjusting his glasses and chiding Sable. "I suppose that we succeeded in eliminating the threat."

"What do you mean 'we'?" Sable raised an eyebrow as his cocky tone showed.

Ragnar stared him down with his own raised eyebrow, clearly not liking Sable's tone. "What do you mean 'what do you mean'? That was clearly a group effort!"

Sable hoisted his sword on his shoulder, with a shit-eating grin. He couldn't help it, after all, he had been excited to take down a Grimm, and he did. What reason did he have not to? "Well, who was the one who dealt the killing blow? I'm sure it ain't any of you."

Frey decided to pitch in with his own muttering. "If you think about it, it was you, but only because I managed to stun him first."

"Ah, don't worry 'bout the details," Sable waved it off, as he gave Lilac a glare. "Besides, at least Lilac here managed to contribute to the fight!"

"What's that supposed to mean? I was trying my best out there despite my 'arachnophobia,'" Lilac air quoted, though his tone seemed more annoyed, an uncharacteristic frown on his face. "What's with the cocky attitude all of a sudden?"

Sable scoffed at Lilac. "Don't get me started! You knew what you were signing up for, don't act like you don't! You want to be a Huntsman, and yet you're only good at cracking jokes!"

"Only good at making jokes? Remind me who was the one who decided to go save you because you got captured?" Lilac pointed out and caught Sable off guard.

"What?" Sable asked, clearly confused. "Ya know, I never asked… Who had the bright idea?"

"That… would be me." Frey slowly raised his hand, with an unreadable expression because of his glasses. "I knew you were going to be in trouble sooner or later, so I told Ragnar and Lilac to follow me. However, Lilac was the one who came up with the idea to rescue you."

Sable was surprised, to say the least. "W-wait, he came up with that plan?" He pointed at Lilac, who simply tapped his foot, clearly not liking his attitude.

Ragnar crossed his arms, as he pitched in. "Yeah, and you were about to be spider-food, so if you think about it you're damn lucky we even made it in time, dude!"

"Another thing, while you were busy trying to help Ruby from before, I actually remembered and acquired what we needed!" Lilac stated as he took a chess piece out of his pockets, specifically a black king piece, causing Sable to flinch.

'Shit… the relic.' Sable groaned out his displeasure. He completely forgot about that other part!

Sable grit his teeth in frustration as he scratched the back of his neck. "Tch, it's not as if I asked any of you to help!"

"What's so wrong about that?!" Lilac exclaimed, his face clearly showing that he was fed up with Sable's attitude. "You expect us just to leave you there for dead, just so we could satisfy your ego?"

Frey frowned at the argument that was going on, before turning to look at the now-dead Arachne. "W-wait…" Frey muttered under his breath.

"I expected you to at least let me prove myself that I could defeat it on my own!" Sable glared through his sun goggles, though not as strongly as before. He pointed his sword to the Arachne corpse, walking up to it. "Besides, I already proved my point when I finished that thing off!"

Of course, he did. Being captured by the Grimm, and finally getting a chance to kill it was exciting. Although he still had to go through what could be considered a really bad day.

Lilac, Frey, and Ragnar, however, seemed shocked, startled, and slightly tense. Sable raised an eyebrow at their expressions, unsure of why they were reacting like this.

"What? What's with your faces?" he asked, oblivious to the Arachne's body shaking.

"Dude… I don't think the spider's dead yet…" Ragnar stepped back in his nervousness.

Sable tilted his head incredulously before he heard the shaking… he turned his head to witness the Arachne's corpse shaking wildly when it should have been fading to ash.

"Sable… you might wanna back away from the Grimm…" Frey slowly took his stance, though he tried to let Sable know about what they saw.

"Shit…" Sable cursed under his breath, before all of a sudden the front leg that remained swiped Sable upwards. He fell down to the other side of the fight, the Arachne slowly but surely regaining it's bearing as it stood between him and the group. Hissing viciously, it looked as if it was more feral then before as it started spinning a thread.

"Oh hell no!" Sable exclaimed, making the first move against the Arachne with his sword slicing overhead. Unfortunately, the spider seemed to dodge at the last second and went to gore him with its fangs immediately.

He raised his sword up high to block the fangs, but the pressure behind it forced Sable to take a knee. He was dangerously close to almost dying… again!

'Shit, shit, shit! Think! What do I do now?!' He scrambled his thoughts to create a plan on the spot before his nervous glances landed on the group right behind the Arachne.

They were ready to attack, but it seemed they didn't know where to start… he was forced into an ultimatum.

Live? Or Die?

Lilac, Frey, and Ragnar. These guys stuck by him this exam… and Lilac at least tried helping. Who was he to judge, when he… did nothing but belittle the guy.

'dammit.' He growled as the pressure built up stronger than before. The fangs were nearing to crush him. He had to do it. He hated it, but dammit…

He wasn't going to die today!

"Frey! Whatever Semblance you have, use it NOW!" Sable yelled out as the Fangs started pinning him on his knees. It was a desperate command, he had no idea what Frey could do and if he made a faulty move…

Suddenly a blue blur crossed his vision, then a force pushed him into a roll until he landed on his back and an indigo flash of cobalt enveloped Sable's eyes, forcing him to close them. What followed was the odd sound of bone scraping… glass?

The dull screeching sound seemed to whirr around the battlefield, coupled with the grunts of a man struggling to push something… but what?

Sable opened his eyes, blinking a few times to adjust to the sapphire glow that he witnessed. Then they widened, and he was met with Frey stretching out his arms.

His hands were glowing an iridescent sapphire blue as Sable marveled at the hexagonal barrier that surrounded him and Frey, pushing back the Arachne and preventing its fangs from going any further.

"Finally come to your senses, have you?" Sable couldn't see it, but he was sure that the Atlesian grinning through the struggle.

Sable had no words, but he did have an idea that the barrier was part of Frey's semblance. Grinning at the thought, he found the strength to get back up and take a stance.

He looked towards Ragnar and shouted. "Ragnar! Have you ever played pull the leg off the spider!?"

Ragnar nodded with a wide grin, and a thumbs-up as he took his running start. Picking up speed, while the Arachne was still focused on the barrier, Ragnar gripped the front leg of the Arachne.

He grit his teeth, dug in his heels, and pulled with all the might his robotic arms could muster. With a gross squelch, a loud screech, and finally the sound of spider flesh being torn, the leg was separated from its body.

"WHOOO! That is… disgustingly satisfying!" Ragnar whooped as he then swung the leg like it was his own weapon. It hit like a sledgehammer, and it rocked the Spider back enough to send it rolling before landing on it's back, twitching desperately in an attempt to get back up.

The flakes on its body were starting to fall off, as it was now missing two front legs and two back legs. Down to four legs, and slower than before.

The best part about this? Its underbelly was exposed.

Frey called off the barrier and started breathing heavily, the semblance having used up a lot of his Aura. He still had enough strength to hold his Halberd, so Sable wasted no time running to the Arachne as he yet issued another command. This time to Lilac.

'Alright then… let's do this!'

"Lilac!" He called out, The trickster nodded in understanding as the Faunus duo ran next to each other. Lilac gave him a cheeky smirk.

"So! How's working with people working out for ya?" Lilac winked with a teasing smile.

Sable couldn't help but scoff, but regardless gave him a confident smirk. "One final attack… right in the center!"

"You got it, Sable!" Lilac agreed with the plan as he dashed forward, attacking the Arachne all around with little resistance other than it's constant flailing.

The Arachne was helpless to defend against the barrage of attacks that Lilac had… but even more so when Lilac used a different application of his semblance.

Sable could have sworn his eyes were playing tricks on him. As Lilac was slicing and dicing the Arachne while dodging its constant flailing, his figure started blurring until suddenly a second Lilac layered with a purple Aura split from the original, followed by a third Lilac who vaulted over the Arachne acrobatically.

'That's….surprisingly effective.' What kind of semblance lets you make clones of yourself? Sable didn't linger on that question as he started revving up his sword several times.

It was a single-edged sword that he could hold with one hand. It doesn't sound special on paper sure, but it had its own specialties that were unique to it and it alone. His sword, Skol, had a propellant-fueled motor built into it.

By twisting the handle of his sword, he could spray it along the blade effectively lighting it on fire...and if he did it enough to the point that the exhaust pipes were spewing out flaming gas, then he could pull off a lethal blow that no one but him had executed.

After all, with so much force and momentum being swung around, it takes a certain amount of finesse and modifications to be able to use it effectively. If he landed a fully revved hit on the Arachne's center abdomen, then surely with enough force he could take it out.

But just to be sure...

"Lilac! Give me a boost, We're gonna finish it off!" The albino wolf Faunus sprinted towards the prone Arachne as he signaled Lilac, before turning to Frey and Ragnar giving them a commanding glance. "You two, back me up with the finishing blow!"

"Understood!" Frey adjusted his glasses as he twirled his Halberd and charged off.

"Roger that, bro!" Ragnar gave a thumbs up, before sprinting and launching himself into the air with concussive blasts from his robotic arms.

One of the Lilac clones nodded at Sable's command, as he cupped and lowered his hands to the ground, providing Sable an effective launchpad.

"AAAAAND…" The horse Faunus raised his cupped hand and body, using Sable's momentum to launch him into the air. "LIFT OFF!"

Sable was in a perfect position! As gravity started taking hold, he made sure to aim his entire body towards the center of the still writhing Arachne. He twisted the hilt of his sword, ejecting another puff of flame as his crimson eyes focused on the underbelly of the helpless Grimm.

'This is it…' Sable flashed a cocky, grinning excitedly. 'The final blow!'

Dive bombing his entire body straight down, he violently rammed his burning sword down into the Arachne's exposed underside. Ablaze of smoke and fire bellowed within the wound that he inflicted into the now screeching Grimm.

Not for long though as Frey and Ragnar moved towards its head. Ragnar reared his mechanical arm as it was propelled by a small rocket extending from the elbow, and Frey yelled out a war cry as he swung his Halberd, both managing to land and crush its head with a snap sound following soon.

The impact of both attacks whirled up a dust cloud as Frey and Ragnar backed off from the now crushed head, as the body now started to flake away into ash.

"Alrighty!" Lilac landed right next to them, with the clones puffing out of existence in purple smoke. "You guys okay?"

"No need for concern, what about you?" The tousled brown-haired Atlesian turned to Lilac with a polite smile, not knowing his glasses were scuffled and covered with dirt.

"Uh, specs… your, uh, specs are kinda messed up." The hazel-skinned man pointed out Frey's glasses, the Atlesian widening his eyes and flustering as he proceeded to rub his glasses with his suit.

"Ah! E-excuse me! This is so embarrassing…" He mumbled as he finally cleaned out his glasses and put them on with a bit of relief. "Ah...crystal clear…"

"You really need to check someone about that." Ragnar chuckled to himself as he rubbed his nose, looking to the dust cloud with a straight face.

"Right, I should…" Frey sighed, before opening his eyes in concern. "Wait, where's Sable?"

"You mean the asshole pale boy?" Ragnar scoffed, though with a grin he pointed to the dust cloud. "See for yourself."

Surely enough, from the Dust clouds was a heavily breathing Sable who seemed exhausted from the high-pressure attack he dealt the Grimm. Albeit tired, he was actually completely elated. He walked over to the group with a mildly unreadable expression, before sighing in defeat.

"Alright… I'll admit." Sable started scratching his cheek as he looked away from them almost… embarrassed? "Y-you guys, even if some of you can be annoying, were pretty cool back there."

Lilac seemed to widen his eyes, in actual surprise which raised an eyebrow from Sable. The horse Faunus stared for a moment before cracking a smile that, surprise, felt actually genuine. "Well, you weren't so bad yourself! I'm glad we all defeated that giant spider together!"

"I share the same opinion," Frey added with an inquisitive smirk. "Working with you lads has been a hectic experience, but I can't say I've regretted it."

"BOOYAH! Man, you guys were absolutely rad! We gotta do it again sometime!" Ragnar put his arms around all of them, huddling them together shoulder to shoulder.

"R-Ragnar! Personal space!" Frey seemed taken aback by the sudden and rough gesture.

"Hehehe! You're going to be a lot of fun aren't ya?" Lilac giggled mischievously.

"Damn straight, man!" Ragnar replied with a wide grin.

Sable, on the other hand, was kind of annoyed by the sudden gesture and growled softly.

'Still… I really did it didn't I?' Sable wasn't paying attention, as the thought struck him like lightning. His attention was too stuck on the fact that he was grinning and smiling like an idiot, and he was damn proud.

Very proud, and for good reason.

He had made it, he finally made it into Beacon!


(Beacon Academy, Auditorium)

"Russel Thrush. Cardin Winchester. Dove Bronzewing. Sky Lark."

Ozpin listed the names of four individuals, all of them wearing armor that would give them the appearances of a troop of soldiers.

"The four of you retrieved the black bishop pieces. From this day forward, you will work together as Team CRDL (Cardinal), led by... Cardin Winchester!" Ozpin formed the team as the crowd gave one wave of ovation for the ones who passed the initiation.

Sable didn't really have a smile on his face as he crossed his arms. Since it was now night time thankfully he opened up his jacket and stashed away his sun goggles, revealing his crimson eyes. How would the albino wolf Faunus describe how he's feeling right now?

Proud? Annoyed?

Or just plain bored?

Regardless, all of this was relating to the fact of the idea that he dreaded back in the Emerald Forest. They were finally forming teams, and sooner or later he was going to be in one.

Stuck with three other people he didn't know, nor did he care to at first.

'But why the hell am I not pissed off about this as before?'

That was the question he had been asking himself since this entire ceremony started. Especially since he wasn't alone. Right now he was in a line of students who had passed the exam, including him, Lilac, Frey, and Ragnar. That said, they were supposed to be the last ones called for teams.

Sable gave the three a curious and almost grateful glance. As much as he acted the way he did back in the forest, these three didn't leave him to die, but fought with him and stood their ground. At the end of the day, it was thanks to them that he even managed to pass.

'Hate to admit it… but he had a point.' Sable unknowingly smirked, as he recalled Lilac's words from before.

He took a moment to glance over at Lilac, Frey, and Ragnar. The group who had effectively helped him passed the exam in the first place. They were all silent as to not interrupt the speeches going on, but they were in a rather chipper mood.

'Still, I'm gonna make it… and get stronger.' He nodded to himself with a confident and determined look in his eyes. If he had to work with them, it meant that he wasn't strong enough… and that wasn't something he would let slide. He won't accept being weak, and if working together means he was weak… then he'll just aim to gain more power until he doesn't need saving.

'Anyways… who's up next?' Looking ahead of them, he noticed that the next four students were up next.

"Jaune Arc. Lie Ren. Pyrrha Nikos. Nora Valkyrie" Ozpin called out the group of four, including the blond knight, the 'Invincible Girl, the pony-tail teen, and the bombastic girl as they stood before the headmaster. "The four of you retrieved the white rook pieces. From this day forward, you will work together as Team JNPR (Juniper)."

The applause followed, and the orange-haired girl gave the pony-tailed boy a power hug, causing Sable to tilt his head with an annoyed grunt. 'What's with those two?'

Ozpin wasn't finished, he continued to announce the leader of the team. "Led by... Jaune Arc!"

Sable nearly tripped as he was shocked. "W-what?!" He whispered to himself, dumbfounded that Jaune was somehow appointed as the leader.

It seemed that Jaune had a similar reaction, as he was shocked by the announcement himself. Despite that, a grinning Pyrrha friendly bumped his shoulder in a show of kindness but resulted in knocking him to the ground by accident with a laughing crowd.

'I can't believe that the reckless and wimpy one turned into a leader…' Sable pinched the bridge of his nose, clearly annoyed with the declaration. Surely, Pyrrha would have been a better leader than Jaune. Regardless, he shook off those thoughts as he paid full attention to the next four students.

The one who caught his attention in particular… was Ruby.

"Blake Belladonna. Ruby Rose. Weiss Schnee. Yang Xiao Long." Ozpin called out the four ladies, clearing up who the other two ladies were, besides the sisters that is. "The four of you retrieved the white knight pieces. From this day forward, you will work together as Team RWBY (Ruby). Led by... Ruby Rose!"

Sable widened his eyes, the surprise catching him off guard. Ruby was made team leader? That was mildly concerning, and not to mention something that he couldn't help but wonder if it would even work.

He couldn't help a glance as her sister started hugging her in congratulations, with Weiss Schnee just looking with a half-lidded look and Blake just… plainly looked at the situation with a straight face.

Despite all that, he inwardly grinned sympathetically for Ruby. She was going to have a lot of stuff on her hands.

'Shame… and here I thought we would have been in the same team.'

"Psstt, hey my wolf chum! We're up next!" Lilac whispered as quietly as he could, though his flicking horse tail made it difficult to hide his excitement. He exaggeratedly started breathing heavily. "Oh my god, oh my god, oh my god! We're actually going to be students here!"

"S-shut up I get it! Hold your horses!" Sable covered Lilac's mouth with his hand, letting the moment sink in for both of them before Frey cleared his throat and gave them a serious look.

"Lads, it's our turn next! I suggest you be at your best behavior!" Frey chided the Faunus duo, Lilac pouting with his arms crossed while Sable just grunted in annoyance. Frey sighed as he adjusted his glasses. "I do wonder though, who's going to be the team leader?"

"Well, I'd put it up to a vote… and my vote is Frey!" Ragnar chimed in the conversation with his own wide grin, putting his arm over Frey's shoulder. "You're like, the smart one out of the four of us, and not to mention that I feel with your attitude you'd make an excellent leader!"

"Yeah, you know what… that actually sounds like a wonderful idea! You could be like a great scholar!" Lilac agreed as Frey started looking surprised. "Hey, Sable, what do ya think?"

Sable raised an eyebrow, before looking away and smirking. "Heh, hey… at least he has a better chance of getting along with you guys."

Frey, being the subject of all this praise started chuckling awkwardly as he rubbed the back of his head abashedly. "I appreciate all the praise, lads… but I think the decision is up to the headmaster."

'Shit… that's right.' Sable bit his lip, clearly anxious about that little bit of information.

As if on cue, Ozpin started calling them out. "And finally… Frey Sapphire. Ragnar Periwinkle. Lilac Sleipnir. Sable Fenrisulven." With all that, the group consisting of two Faunus and two humans stood in front of the headmaster with anticipation.

Ozpin scanned the boys with a knowing and wise glance, something Sable couldn't help but be anxious about as he held his breath. He spoke, "The four of you retrieved the black king pieces. From this day forth… you will work together as Team SLFR (Sulphur)."

Sable exhaled in acceptance, he knew what this meant.

He was finally in a team, and there was no changing that. He may have his opinions about this, but all in all, he couldn't object to it. After all, it wasn't made clear who'd be the leader, and if he was lucky… Frey would be the leader.

"Led by…" Ozpin started, letting a pause in his sentence.

'Led by…?' Sable held his breath again, still not sure why he was this anxious.

"...Sable Fenrisulven!"

'Wha–What…?'

What followed was an ovation from the crowd, congratulating faces and cheers from some people in the audience.

Ruby widened his eyes before smiling warmly and cheering loudly, Yang was intrigued with a raised eyebrow, Weiss was genuinely shocked, and Blake just had a slightly surprised look in her eyes.

Lilac looked at him in shock, before flashing a goofy grin. Frey was actually perplexed as it seemed and looked at Sable inquisitively. Ragnar simply gave him a thumbs up and a pat on the back as he cheered with the crowd.

Everybody either congratulated him personally or clapped for his success. Ozpin looked at the group with a knowing smile, while the rest of JNPR and RWBY clapped for him as well.

This was everybody's reaction to Team SLFR being formed, but they forgot to ask… what was Sable's reaction?

'What...in…'

Well… Sable, ever so slightly… only for a moment, between his twitching eye, and his hanging jaw…

...flipped his shit onto the wall.

"WHAT THE FU—"


AND THAT'S THE END OF THE FIFTH CHAPTER!~ XD

OOH BOY, I FINALLY FINISHED IT.

Thank you guys for your patience, and I'm happy you enjoyed enough to read the entire chapter!

Now, the hardest part of this entire chapter for me was the extended fight scene with the Arachne. Now, I am sure I might have missed a lot of opportunities to write the fight scene with a spider Grimm, but to give credit where credit is due...at least it didn't fall off a cliff with a problem.

So, finally, I managed to have Sable go through his first steps to being a leader. Even if he doesn't believe that himself, I aim to express and show his conflict and struggles with being a leader as well as phasing out of being a lone wolf.

(Hehe. Lone wolf)

And with that reaction at the end, I hope it sets up an interesting thought for you guys… especially since he didn't really expect to be the leader in this case.

Welp, I hope you guys enjoyed reading this chapter! Please be sure to leave at least on review giving me your thoughts about this chapter, and any constructive criticism is appreciated!

Before I leave I will let you guys know that there is going to be a new story coming up! What that is though, you'll just have to wait and see! Hehehe, anyway I hope to see you next time!

It is I, the Maelstrom, and I will see you on the horizon!