Dustman's Crypt...

"I suppose I should explain myself." Farkas meekly said as he transformed back into a human, covering his modesty with hands that had just torn through their Silver Hand ambushers like they were made of paper.

"I SuPpoSe i ShOuLd ExPlaIN mYseLF." Arlene repeated in a mocking tone. "That's the understatement of the Era you…" Arlene's eyes ran up and down Farkas's naked, hairy, form. At his rounded shoulders and deep cut triceps. At his six pack abs that tapered downward with a perfect V. Damn, he was well fit. "You!" Arlene was losing too much brain power to come up with any actual insult.

Farkas put up both hands placatingly. "Look I'm sorry but there are rules-"

"Daedra's Blood!" Arlene screamed as she covered her eyes, tearing her gaze away from Farkas' greatsword, blush exploding on her face. "Just… go get dressed first you… You!"

Swiftly grabbing his scattered pieces of armor, Farkas fled to a nearby hallway. After a few minutes, Farkas returned to Arlene and pulled a lever, releasing her from the iron gate she was trapped behind.

"So… a werewolf." Arlene drawled out.

Farkas nodded, equal parts embarrassed and ashamed he let the secret out. "Yes. All those in the Circle carry the beastblood. That is a secret I hope you will keep, new blood."

This time Arlene was the one who put up her hands placatingly. "Yes, yes I won't tell a soul. About anything that happened here." she stressed.

"Okay good. Now we should keep moving. There are still draugr roaming about and we need to find that fragment." Farkas returned to a business-like manner, also eager to put this incident behind him.

Falling in line behind Farkas, Arlene tried to wrap her mind around the fact that not only Farkas, but Aela, Skjor, Vilkas, and Kodlak were all werewolves. Were they some kind of cult? Were they going to turn her into one as well?

Once she thought a little bit more on it however, Farkas tore those men apart effortlessly. It was… amazing to watch. That power, the sheer, raw, animalistic ferocity. The power to crush and dominate her opponents. Arlene couldn't deny that such things had an appeal for her.

Regardless, between the two of them, Arlene and Farkas were able to quickly fight their way to the end of the Cairn. Much like Bleak Falls Barrow, the end of the Nordic ruin not only contained a powerful Draugr, but a strange Word Wall. When Arlene approached this wall, she proved the last event wasn't a one time incident as she felt the wall force another word into her mind. Yol… Fire.

Luckily for Arlene, while her vision did fade for a bit, she didn't feel like collapsing this time. That would draw too many questions from Farkas that she didn't want to answer. Amongst the body of the Draugr lord, Farkas found the fragment of Wuuthrad. With their objective in hand, they decided to head back to Jorrvaskr, successful in their quest.


A few weeks later…

With the returning of the fragment of Wuuthrad, Arlene was welcomed fully as a member of the Companions. And with this new position, she was allowed to take more and more jobs as she lined her pocket with gold. From smaller problems like finding a mammoth tusk for Ysolda, to larger quests like helping Saadia out with her Alik'r problem and replacing the Gildergreen tree with a sapling for Danica Pure-Spring, Arlene was building quite a reputation within Whiterun as one of the more reliable Companions people could turn to for jobs.

With her successes, Arlene, and Lydia by extension, had earned themselves good seats at the mead hall and many drinks. And today, she was sitting at this table alongside her housecarl, the feisty Imperial Shield-Sister Ria, and Torvar, the constantly drunk blonde Nord.

"Okay, okay." Torvar slurred out, holding out a hand that had 3 fingers raised. Arlene had all 5 raised, while Ria and Lydia both had 4. "Never… have I ever… had to flee the abode of a lover in the middle of the night."

Lydia and Arlene said nothing, but Ria groaned, leaning her head back as she put one finger down. When all eyes focused on her, she said, "There was a boy back in Cyrodiil. His parents didn't approve of us, so when they were supposed to be out of the city on business, I took the opportunity for a late night visit. Low and behold, his mother came back early and chased me out with a broom."

Ria grew red as the others all laughed with her at the memory.

"Alright then. I'd say we've all been there, but apparently we haven't." Torvar chuckled. "Now then, Lydia, I think it's your turn to go. And damn Arlene, we haven't gotten you once yet?"

Arlene smirked. "Guess I'll be winning this round." Arlene waved her 5 open raised fingers at her Companions.

Lydia looked at her Thane's hand as she said this, and then smiled herself. "Never have I ever… been to Valenwood."

Arlene's smirk vanished. "Oh you bitch." she muttered as she put her first finger down.

"The nail that sticks out the most, my Thane." Lydia tried to respectfully say as she stifled her laughs.

As the group all laughed at Arlene's sulking, a powerful voice interrupted their merriment.

"Arlene." Skjor did not shout, but said with a stern enough voice that it drew everyone's attention.

"Skjor." Arlene returned, respectful but terse nonetheless.

"There is some important business we need to discuss." His eyes then flicked over to others at the table. "But it's not for everyone to hear. Meet me in the Underforge tonight. We will speak more then." Skjor didn't even wait for a response as he left.

The four warriors still at the table sat dumbfounded at the abrupt conversation. They were all silent for several seconds until Ria eventually spoke.

"Wow. Midnight meeting in the Underforge." Ria breathed out. "Never have I ever been fucked by Skjor before."

Arlene turned and glared at Ria. "Yeah nah, that's not happening."

"Besides, Skjor doesn't strike me as the type of man to fuck anyone with anything other than his fists." Lydia added on, sipping on her drink, not noticing everyone now gaping at her.

"HA!" Torvar doubled over laughing as Ria and Arlene joined him.

Lydia blinked, confused at the reaction. "What? Was it something I said?" Lydia's question only made them laugh harder. After a second, Lydia realized what she had implied, and flushed red. "That's- That's not what I meant! I mean, like, punching people!"

The others reigned in their laughs, shaking their heads and wiping away tears.

"Of course Lydia." Arlene softly chuckled. "Anyway, I think it's my turn. Never have I ever… been caught in a scouting mission."

Torvar and Ria both put their third fingers down.

"Bullshit." Torvar drunkenly said, some spittle coming off his mouth. "There's no way you've never been caught."

Arlene only smirked again and pointed to her ears. "Elf." was all she said.

Grumbling, Torvar sat back saying, "Damned knife-eared, tree-hugging, know it alls." While his words could've been construed as racist, Arlene knew he was only joking, and took the insults in stride. Torvar then leaned forward and slammed his hand on the table. "Fine! Never have I ever laid with a man!"

Both Arlene and Ria groaned once more as they put another finger down. Then they noticed that one of the women there didn't groan with them. All three heads turned to Lydia, who had suddenly become very interested in looking at the wood of the table as she grew bright red.

Arlene's eyes went wide, then she grew a grin. "Why Lydia, really? Not one?"

Lydia was positively scarlet as her head bowed lower. "I was… always busy with… training." she softly spoke, barely audible.

With a smarmy expression on his face, Torvar leaned forward. "Well Lydia, if you want I could help you, heh, correct that problem. Give some real hands-on experience."

A dagger, courtesy of Arlene, flew forward and impaled the table in front of Torvar. Arlene grabbed Lydia's head and pulled it close to her chest, much like a protective mother would do for her child.

"You so much as look at my sweet, innocent little Lydia Torvar and I swear I will castrate you with Ysgramor's soup spoon." Arlene hissed, gesturing to the fork placed underneath the broken Wuuthrad.

"I'm like a foot taller than you but okay." Lydia grumbled in Arlene's chest.

"Don't you talk back to me young lady." Arlene chided as she squeezed her tighter.

Laughter echoed around the table once more as they continued their game into the night.


That night, Arlene made her way to the bottom of the Skyforge next to Jorrvaskr's training hall. There, she found the taciturn Skjor waiting for her, arms crossed and face stuck in its normal scowl.

"Here you are. Are you prepared?" Skjor asked, no trace of concern in his voice at all.

Arlene raised a brow. "For what? And what is this place?"

"For your gift." Skjor answered, opening a secret passage in the rocks beneath the Skyforge. "As for the Underforge, know that the Skyforge was here in Skyrim long before any Nords. And the Underforge taps into this ancient magic older than men or elves. We bring you here to make you stronger." Skjor then moved into the new cave without waiting for Arlene's response.

Finally understanding what this was about, Arlene strode in after Skjor, and found herself within the dimly lit Underforge, where inside was a large stone altar topped with a large bowl, and standing next to it was a rather docile looking werewolf. Unlike when Farkas was in his beast form, this werewolf was slightly smaller, almost more lithe in appearance. And were those… tits? This werewolf had furry fucking tits.

"I hope you recognize Aela, even in this form." Skjor said, gesturing to the werewolf. "It has been a long time since we had a strong heart amongst us like yourself. That pitiful ceremony at the hall does not befit warriors like us."

Arlene was somewhat concerned about Skjor's constant use of 'us' without her consent, but she remained silent as he kept talking.

"Aela has agreed to be your forebearer. Kodlak and the others refuse to give the gift to anyone else, they see it as a curse. But we've been blessed. How can something that gives this much prowess be a curse? So we take matters into our own hands. To join the Circle of the Companions, you must join with us in the shared blood of the wolf."

Despite already knowing of the Circle's secret, the theatrics and ritual put forth before her was a lot for Arlene.

After a moment's pause, she said, "You offer this power to me freely?"

Skjor shook his head. "No, not freely. But you have already paid your price with your deeds and actions as a member of the Companions. This is a reward."

Arlene thought hard for a moment. She knew a little bit about lycanthropy, knowing it had something to do with Hircine, but not much beyond that. And while the idea of consorting with Daedric Princes was more than a little terrifying to her, she did suppose Hircine aligned more with her due to her very nature as a scout and hunter. If anything, Hircine was supposed to be one of those more benign Daedric Princes. At least that's what she thought. Arlene was never much of a scholar and the learning of Daedra, especially of the Princes, was the purview of mostly mages and cultists.

But besides all of the logical arguments in her mind, Arlene couldn't deny that her heart desired this beast blood. Ever since she saw Farkas in Dustman's Cairn, the raw power behind him, a hungry, dominating part of her soul, wanted that power for herself. And if there was any truth Arlene knew about herself, it was that more often than not she followed her heart, not her head.

"I'll do it." she said sternly, killing any sounds of fear or trepidation in her voice.

Skjor, and to Arlene's surprise Aela as well, grinned savagely.

"Very well. We shall begin the blood ritual." Skjor then drew a dagger from his belt and lifted up Aela's hand. Claw? Paw?

As Arlene tried to figure out the anatomically correct answer, Skjor dragged the blade across Aela's wrist, pouring blood into the altar below. Within seconds, the bowl upon the altar was filled. Arlene felt some concern for her shield-sister, as that was no insignificant amount of blood to lose, but upon second glance she saw that the wound had already regenerated.

Skjor held out his hand to the altar. "Now drink sister, and join us as true hunters in the night."

Arlene walked up to the altar, swallowing a nervous breath as she looked down into the pool of crimson blood. She glanced back up at Aela, who's intense, bestial eyes bored in on her. Arlene couldn't help herself as her next words left her mouth.

"You know, I've always wanted you inside me, but I never thought it'd be like this." she winked at the Huntress.

Arlene had never seen a werewolf groan and roll her eyes before, but she made sure to burn the memory into her mind as she gulped down the cursed blood. Then she blacked out.


Running. Arlene had to run.

Why did she have to? No reason, she just had to.

She stretched her limbs and pounded down the road, light of the moons shining on her back.

So many places to go. So many new smells! So exciting!

She heard something, someone yelling at her. It was a small, tiny man wearing yellow.

Why was he so small?

He shouted something, but Arlene could barely make it out. Not because it was too quiet but because it was too loud, hurting her ears.

She then felt a sharp pain in her side as the tiny man poked her with something.

Arlene shouted at him to get away. It seemed to work as the man soiled himself and began running. Arlene didn't like his smell. He wouldn't make good prey.

Leaving the man Arlene jumped over some low, stone wall. Why would someone make a wall that was so easy to get over?

Next thing she knew she was in the open plains. So much room! So much space to just run! So much space to hunt!


Arlene woke up with the worst headache she had ever had in the entirety of her century plus change of life. She groaned like a draugr as her senses returned to her. Her vision was blurry, her ears rang with an incessant high pitched screech, and she felt the unmistakable sensation of grass beneath her. She was very cold. Arlene looked down and saw that she was also very naked.

"What the fuck did I drink last night?" Arlene asked no one in particular.

"Ah you're finally awake." Arlene heard a voice above her. Craning her head, she saw Aela looking down on her, grin plastered on her face. "I was starting to think you'd never wake up. And I have to say..." Aela looked the naked Arlene up and down. "I'm not impressed."

Arlene groaned as she let her head fall back onto the grass. "Fuck off Aela, not everyone can have cow-tits like you Nords. Now help me up and tell me what the fuck happened."

Aela gripped onto Arlene's forearm and lifted her up. She then handed the elf a wool blanket, which Arlene wrapped around herself.

"You transformed sister. It was not an easy transformation, but you're still alive so congratulations. Skjor and I even set up a celebration for you. There's a pack of Werewolf hunters camped nearby at Gallows Rock. The Silver Hand, same group that attacked you and Farkas in the Cairn. We're going to slaughter all of them."

Arlene held up her hand to stop her shield-sister. "Whoa wait. While I'm up for some wanton slaughter, I'm going to need a little bit more than that. What just happened to me?"

"You were reborn into the pack, sister. I almost envy you. The first time is always the most… intense." Aela licked her lips. "You gave us even more trouble than Farkas did in his first turning."

Arlene felt a shiver go down her spine at the predatory gaze Aela was giving her. "Well, you know what they say, you never forget your first time." She said, adjusting the cloak to cover herself more as she grew a little red, and not from Skyrim's cold. "So how do you want to do this?"

Aela bared her fangs with a savage grin. "Sister, you may have had your first transformation. But you have not yet truly had your first hunt." Aela then undid the buttons which held the front of her leather vest together, dropping the armor to the ground, exposing herself to the elf. "So tonight, we hunt."

Arlene then watched as Aela doubled over, growing in size as her muscles bulged, her bones twisted and elongated. Her face looked like it was being pulled back as her nose and mouth extended, turning into a snout as her entire body covered itself in a coat of thick, black fur. After several seconds, Aela's transformation was complete, and she was now a full werewolf. Aela howled to the moons of Masser and Secunda, a long call that sent Arlene's blood boiling. Then Aela looked at the elf.

Feeling a savage grin appear on her own face, Arlene dropped the towel and called upon the desire that was welling up inside of her. The desire to hunt. To kill. Instead of trying to force this down she embraced it, and when she did, she felt her own body begin to shift and change. Within seconds, Arlene too was transformed into the form of Hircine's most blessed children.

The two lycanthropes stared at each other for several seconds, each examining the other. Aela even stepped forward and gave Arlene a few curious sniffs. Satisfied, Aela then seemed to nudge her head towards the camp where they knew the Silver Hand was going to be. Together, they bounded into the night, ready to have their fill of slaughter.


Exhilarating. That's the word Arlene would use to describe her night. Absolutely, bloody, exhilarating. Arlene didn't know if it was the beastblood pushing her, or if she just snapped at Helgen and went insane, but she loved the slaughter. She loved watching the Silver Hand mercenaries run for their lives as she and Aela chased them down. The looks of fear and terror on their faces as she tore them apart with her claws and fangs made her quiver.

She knew she wasn't always like this. Half the reason she used to drink so much was to forget the terrors and horrors she saw during the Great War. But now? She reveled in it. Alongside Aela, the two werewolves rampaged through Gallows Rock. Arlene had lost count of how many she killed. How many she'd fucking eaten.

While she'd admit this wasn't the first time she'd eaten another sentient being, after all the Green Pact she followed as a child meant she could only eat meat, and at times that meant meat from other elves. But this was the first time she'd eaten so… prodigiously. She ate enough that even her werewolf form was feeling rather full. But she was able to ignore the uncomfortable feeling as Aela bashed down the final doors of the Gallows, revealing the leader of this camp of Silver Hand.

Tearing their way into the final room, Arlene and Aela saw the Silver Hand leader, Krev the Skinner, a tall, wide shouldered Nord, 3 archers accompanying him, and the half-flayed body of Skjor in the middle of the chamber. Both parties froze as the door was knocked open, the Companions frozen at the sight of their dead Shield-Brother, while the Silver Hands were shocked at the sudden intrusion.

Aela was the first to regain her wits, for what it was worth, as she released a terrifying, soul-rending howl. The huntress charged forward, aiming right for Krev, who already drew his sword. Seeing her Shield-Sister move, Arlene jumped into action as well. While Aela tore at Krev, Arlene focused on tearing apart the archers.

That's probably what had gotten Skjor. Despite being a regular man, Krev was going toe to toe with Aela in her werewolf form. And if Krev could hold down a member of the Circle in melee, then the archers in the back would be able to fill Skjor full of arrows. That idea filled Arlene full of rage. She was never particularly close to Skjor, but he was a brother nonetheless.

Arlene's claw tore through the first archer, her fangs through the throat of the second. The third was in a panic, loosing arrows wildly at Arlene. Two silver-headed arrows pierced Arlene's shoulder and thigh, and Arlene could feel the metal burn into her flesh. Ignoring it, Arlene cut the distance between them with a single leap. A swipe of her claws decapitated that archer.

With her targets dead, Arlene turned her head back to Aela. Aela was busy tearing into the body of Krev the Skinner, ripping out entrails and organs with a furious rage Arlene had never seen.

Arlene paused, watching Aela rip and tear until she was satisfied. Aela had spent so long mauling the body of Krev that Arlene's own adrenaline dropped, and she transformed back into her normal, Elven form. After several minutes, Aela was done, and Krev was nothing more than just a pile of blood and unidentifiable meat.

Aela was practically hyperventilating when she was done, her eyes slowly meeting with Arlene's. After a few seconds, Aela shifted back as well, and that's when Arlene saw that tears were running down Aela's face. Arlene bit her lip. She never knew if Aela and Skjor were ever actually together, and even she had the tact to know not to ask about that now.

She was silent as Aela approached Skjor's body, kneeling beside it. Aela just stared at the body for seconds, turning to minutes. Eventually, Arlene knelt down beside her, putting her arm around Aela's shoulder.

"They're all going to die. Skjor was one of the strongest we had… but numbers can overwhelm. The fool should not have come alone." Aela snarled. "We're going to slaughter the Silver Hand."

Arlene swallowed and pulled Aela close, "Yes, we are. They will tremble at our sight."


Beacon Academy…

Arlene sat in the Beacon Academy's teacher's lounge, sitting upon a futon as Doctor Oobleck sat across from her, a coffee table between them that supported the Doctor's notebooks as he jotted down his furious scribblings.

Arlene wanted to frown in annoyance, but professional courtesy was necessary. Arlene had made it a point to try and avoid the good Doctor, as he constantly tried to hunt her down in order to catalogue everything he could about her home world. But unfortunately for her, she entered the teacher's lounge for a snack at the same time Oobleck had just ended his last class.

"Fascinating!" Doctor Oobleck shouted. "So following this Oblivion Crisis, the Argonians, long since raided and abused by the Dark Elves, enacted their own punitive campaign of revenge against the Dark Elves."

Arlene wanted to roll her eyes as she recalled the general history of lands not even her own that occurred years before she was born. "Yes. And that combined with the Red Mountain's eruption devastated the Great Houses of Morrowind, the uhh… ruling families I guess you could call them. Thousands of Dunmer were killed, and even more displaced, forced to leave their ancestral home. Refugee problems were even still an issue in Skyrim when I arrived, about 200 years later."

Oobleck shook his head. "Terrible. Absolutely terrible. For a kingdom to fall prey to natural disaster, only to be invaded by another taking advantage of the situation. Such a disgraceful act."

"I mean, the Argonians were fighting for revenge for the enslavement and mistreatment of their own people." Arlene said flatly, playing Daedra's advocate.

"And that justifies the slaughter and displacement of thousands of Dunmer? Many of whom may not have even been part of the system which so thoroughly abused the Argonians?" Dr. Oobleck pointedly asked, aiming his pen at Arlene. "Such a lust for revenge only perpetuates the cycle of violence and death, Professor Volkihar. While I do not think the Dunmer should have gotten off scot-free, perhaps they could've given up territory or paid reparations for crimes committed. But instead, they were slaughtered wholesale, entire cities destroyed, and with them no doubt centuries of knowledge and history were lost."

Dr. Oobleck's fervor on the subject was somewhat fascinating to Arlene, but not enough that she actually wanted to debate with the man. She was not a historian, and her knowledge of the subject was growing increasingly thin, alongside her patience.

Luckily for her, Arlene was saved from further conversation when her scroll went off. Opening it up, she saw she had gotten a text from Serana, saying to turn on the Vale News Network.

Arlene closed her scroll and stood up. "Well then Doctor, it's been… a time. But I have to go."

"Wait!" The Doctor called out after her. "We've barely covered half of Tamriel's recent history. And with you being notoriously difficult to track down, do you have anything I can look over to study before our next interview. Anything going over history, geography, and religions would be most helpful."

Arlene almost groaned in exasperation, but held it in. She was about to just turn around and leave, when an idea did pop into her head. How many random books did she have in her pocket dimension collected over her years of adventuring? It had to be, hundreds? She would pick a few up because many tomes often had practical advice and skills one could gleam from their content. But more often than not, they were just random books that gave interesting historical tidbits that Arlene didn't really care about.

Mentally digging into her pocket dimension, Arlene found what she was looking for, copies of A Brief History of the Empire Vol. 1-4, and a complete collection of the Pocket Guide to the Empire.

"Here you go Doctor, these should give you an overview of both the history of the Empire, as well as some insight into each of the Provinces." Arlene then paused as she handed the books over. "Although now that I think about it, these are probably a little out of date. They were written before the Oblivion Crisis, back when the Empire still ruled all of Tamriel."

The look on Doctor Oobleck's face was comical. "Wait, are you saying these books are 200 years old!?"

Arlene shrugged. "Probably need to add on a couple of decades, but yeah."

Oobleck held the books like they were made of gold. "Then these books are artifacts! Even beyond their age alone, the insight into the historiography and perceptions of a ruling Empire over their vassals is exceedingly valuable! Do you have anything else like this?" The Doctor reminded Arlene of a child given a brand new toy or a sweetroll.

Looking into her pocket dimension, Arlene looked at some books describing the religion of Tamriel. She found two books that would probably be enough to pacify the Doctor for now, Overview of Gods and Worship in Tamriel and The Monomyth. Arlene had some vague ideas about their content but not specifics. "Here you go Doctor, these are some introductory stuff on Tamrielic religion. I think."

With expert care, Doctor Oobleck took the books out of Arlene's hands and placed them with the others. "Thank you very much Professor Volkihar! I'll go photocopy and catalogue all of these right away!" The Doctor then disappeared with a speed that shocked even Arlene.

Shaking her head, Arlene went to her own room and opened up her scroll, pulling up the current broadcast of the VNN. On the screen, she saw the face of Lisa Lavender in the middle of a broadcast, with footage of a burning docks behind her.

"- devastation has been estimated to be hundreds of thousands, if not millions of Lien. Luckily, the death toll was zero. This was in part thanks to the actions of several Beacon Academy students, who wished to remain anonymous, who acted to stop the White Fang when they saw something was amiss." Lisa Lavender concluded, the video shifting to a scroll image the battle previous, the angle suggesting the photographer was hiding behind a building during the fight.

In the photo were the anonymous students. And while they had their faces blurred out by the news network, it was obvious to anyone who knew them who those students were. That was Ruby and Blake, alongside a third, unknown student, a blonde boy donning an impressive set of abs and an apparent allergy to T-shirts.

Arlene smiled as she closed her scroll. This… she could use this. This was the in she needed to begin her subversion. Success, Arlene knew, was a combination of proper preparation and the seizing of opportunity when presented. This was the opportunity, and she had done much preparation on the topic of Blake.

In her spare time, Arlene had done much research on her students, her position as a Professor giving her access to most of their records and personal histories. And while Blake wasn't officially listed as a Faunus in her public records, at least Ozpin and Glynda seemingly knew the truth, keeping that knowledge under wraps in the schools private records.

What Ozpin didn't seem to know, and what Arlene was able to find out in her own investigations, was that not only was Blake a Faunus, she was once a member of the White Fang. And apparently, she had a bone to pick with her former organization.

Holding her scroll, Arlene was about to send Blake an email, until she thought better of it. If this battle just happened, no doubt Blake would be getting in trouble with the police, and most likely Ozpin himself, given his amount of influence in the city. So she'd wait… a day, she supposed. She'd prefer to do it today, while Blake was mostly likely overwhelmed and disoriented by all of the events, and therefore much more susceptible to manipulation. But one had to take what they were given.

And so Arlene began preparations for her meeting with Blake, figuring out exactly how and where she wanted to steer the conversation, figuring out likely responses Blake would have for her, and counter responses she would make in return. It was a fun mental exercise for Arlene, and one she hoped would reap dividends in the end.


The next day…

Arlene sat in her office, quietly tapping away at her holographic computer screen grading papers when there was a knock on her door.

"Come in." she called out, not taking her eyes off her computer as she knew who was knocking.

Slowly, the door creaked open, and in moved Blake Belladonna, her bow folding downwards and pressing against her head. Cute.

"You wanted to see me, Professor Volkihar?" Blake was obviously nervous, unsure of why she was called in.

Arlene gave a bright grin that bordered on predatory. "Yes. Please, have a seat Blake. And don't worry, you're not in trouble."

Blake silently nodded, taking a seat in front of the professor's desk while Arlene closed her computer.

"So, if I'm not in trouble, why did you want to see me?"

The smile on Arlene's face never faltered. "It seems you and your friends had fun last night."

Blake's face dropped into an expression of horror and shame while she physically wilted as if she was just gut punched. Arlene thought the girl had a very poor poker face.

"I already had this talk with Ozpin." Blake muttered, folding in on herself. "We heard a commotion at the docks and went to investigate. Ended up running into the White Fang."

Arlene stared blankly at Blake, and suddenly the smile on her face disappeared. "Bullshit." she snapped out, shocking Blake with her sudden profanity. "You can lie to Ozpin, you can lie to yourself. But you can't lie to me."

Blake's mouth opened and closed repeatedly as she tried to figure out what to say to Arlene. Eventually, she said, "What makes you think I'm lying?"

"Perhaps it's because you decided to track down the White Fang yourself? Maybe because you have some kind of grudge against them since you're a Faunus?"

Blake groaned in exasperation, and Arlene could sympathize. Getting caught lying twice in a row was just frustrating. "I guess I shouldn't be surprised you'd be able to sniff out another Faunus." Blake muttered, eliciting a raised brow from Arlene. After a few seconds, Blake realized what she said. "Oh wow did I really just say that?

"Perhaps you're spending too much time with your partner Yang." Arlene joked, trying to diffuse some of the tension in the young woman. It did work somewhat, and Blake relaxed a bit. "But in all honesty, my primary theory is that you went after them because you wanted to get back at your old crew. After all, you were a White Fang member." Arlene bluntly laid out.

With that Blake's face dropped from neutral to horrified once more, face paling and eyes widening. "How… how did you know that?"

Arlene didn't respond immediately, only raising a brow that seemed to ask, "Really?" Blake got the message and wilted once more.

Arlene sighed and opened up her desk drawer. She pulled out a black and white photo of an 8 year old Blake, with a black scarf and grey arm band, stuck in the middle of a White Fang protest, standing beneath a much younger Ghira Belladonna and Kali Belladonna.

"You know, if you want to lie about who you are, at the very least you should use a pseudonym. Also you should've done something with your appearance. Hair dye maybe, or perhaps contacts?" Arlene said as she pushed the photo over to Blake.

With a shaky hand, Blake picked up the photo, looking back and forth between Arlene and the photo. "Where-"

"You know the public library keeps records of all newspapers. Really an impressive system, makes it quite easy to find information should one look hard enough." Arlene cut her student off.

"Does… Does Professor Ozpin know?" Blake softly asked.

No, not according to his records. "Maybe, maybe not. I don't know. But I wouldn't be surprised if he did. Ozpin is the type of man to keep many secrets on many people, to use as a currency and influence."

"You mean like blackmail?" Blake actively grimaced at that, no doubt uncomfortable at the thought of her Headmaster having some kind of secret record of all his students' secrets. Good. This was the first wedge Arlene wanted to drive in between Ozpin and his students.

"Potentially." Arlene said, trying not to sound too forceful as she worked to implant the idea in Blake's mind. "Ozpin is a powerful man. Men in power tend to have many enemies. And information is as useful a weapon to them as any blade or gun."

Arlene watched in silence as Blake went through a myriad of emotions, her face running from fear to confusion, then to anger and desperation.

"Please, you can't tell anyone!" Blake was practically begging Arlene. "I came here to get away from my old life. From all the mistakes of my past."

Blake's words stabbed deeper into Arlene's heart than she had expected. Running away from past mistakes was something Arlene could truly sympathize with. She killed the feeling almost instantaneously. She couldn't afford the risk of actually forming bonds with Blake. Arlene didn't need friends, she needed pawns.

"I swear I won't tell anyone Blake." Arlene evenly said. "But I'll need you to do something for me in return."

Blake's fearful look now focused on Arlene, as it now looked like she, not Ozpin, was going to blackmail her. "What- what do you want me to do?"

"Keep me in the loop, that's all." Arlene said, a small smile returning to her face. As Blake visibly relaxed that the Professor wasn't going to have her do anything untoward, Arlene continued. "I know you won't stop. I've seen people possessed by vengeance before, and I know you'll do whatever it takes to stop the White Fang, but you and your team don't have to do this alone. I want to see the White Fang taken down as well, and having a professional huntsman at your side wouldn't hurt when taking on a terrorist organization, right?"

Arlene kept her smile up. Honestly, she had no desire to take down the White Fang. At most she wanted information about them, to see if they were a true threat, or an asset that could be brought to heel. But more importantly, this was a chance to increase her influence with Blake and get a potential follower.

Blake didn't say anything for a few seconds, mulling over everything Arlene said and what her options were.

"Okay… I'll keep you updated on what we're doing." Blake said, but there was obvious hesitation and wariness in her statement.

Arlene just kept smiling. "I'm glad you see things my way, Blake."


Slums of Vale, later that night...

"There's less than 10 of them. Small timers but they own the whole building. They have a few pushers on the street, but that's about it. We're too far off from Downtown for the cops to really care." The homeless man said, pocketing the several hundred Lien given to him. He was an older man, probably in his 50s or 60, with longer, unkempt, greasy black hair, worn khaki trousers and a grey jacket with holes in it. He had a thick beard, and yellowed teeth that only emphasized his uncleanliness. The fact that he reeked of alcohol didn't help either.

He was pointing to a dilapidated apartment building, no doubt built many years ago and abandoned as its residents moved on to greener pastures. This area of Vale was in the Southeast, close to the ruins of Mount Glenn, placing it on the very edge of Vale's natural defenses. As such, it was more prone to Grimm incursions. And because of that, only two types of people lived here. Those who were poor, desperate, or trying to hide, and criminals and gangs who wanted to operate outside the influence of the cops.

"Do they harm any innocents?" Serana asked, her face neutral despite her internal distaste for the man in front of her.

The homeless man shrugged. "Eh, they like to harass some of the Faunus who live here. The ones who don't have enough cash to get out. Sometimes they beat on us winos for fun, but so long as we avoid them, they leave us well enough alone. They tend not to go after out-of-towners, easier to sell drugs to them if they're not afraid of getting mugged too."

Serana nodded. "Thank you for your help." She was about to turn to leave

"Wait!" The wino called out after her. Serana paused and turned back around. He continued. "The gang. The reason they haven't been pushed out yet is because of their boss. Apparently he's a Beacon dropout, has Aura and enough skills to know how to keep the other gangs off his back and bully others. Be careful with him."

Serana gave him a polite smile. "Thank you for the warning." She then turned away and continued walking.

The wino, for his part, pocketed half of the money given and immediately made his way to the closest liquor store to buy a bottle of their cheapest wine.

Sticking to the shadows, Serana made her way towards the apartment building. It was a small, square building, only 5 stories in height, and there were 3 windows on its front, mostly likely the middle for a hallway, and then one apartment on each side. It was made of red brick that was chipped and stained with time, and there was one main entrance on the ground level, a heavy wooden door protected by a metal outer gate.

The windows on ground level all had metal burglar bars installed but on the second floor and higher, there were none. The only other entrances Serana could see was the fire escape on the side of the building that led into a neighboring alley, while she guessed that there was an entrance on the roof.

Whispering to herself, she cast a simple spell, Detect Life, and she was given an idea of what was going on inside. There were 5 gangsters, 2 on the second floor, looking like they were sleeping, while 2 were in a first floor apartment. The 5th member was sitting behind the main entrance, no doubt acting as a sentry. Serana smiled, this was going to be easy.

Dropping the Detect Life, Serana surrounded herself in darkness as she cast Invisibility. Vanishing from sight, Serana casually approached the side of the apartment building, standing below the window where the two members of the gang were sleeping. Flexing her leg muscles, Serana jumped, her vampiric physiology and Aura easily allowing her to reach the 2nd floor, grabbing onto the window sill.

Hanging from one hand was an easy task for Serana's vampiric strength, and as she did she quietly tried to wiggle the window open. It was locked. Serana sighed, and waved her hand, casting a Pre-Oblivion Crisis spell Open Lock. The window's latch popped open from the inside, and Serana slid it open without issue.

Entering the room, Arlene looked at the two sleeping gangsters. It was a man and a woman. A couple presumably as they cuddled together in the same bed, blissfully unaware of their intruder. Silently, Serana approached the woman, and bent over her. The woman let out a small moan as Serana's teeth pierced her neck, draining her of her precious blood as the vampire princess drank her fill.

When she finished, Serana stood up and wiped the blood off her lips with her crimson sleeve. Looking down at the two, the woman's breathing was now shallower, but still there, and the man was unaware anything just happened. Using her own Requip magic, Serana pulled out her weapon, an enchanted steel dagger known as Bloodthorn. It wasn't the strongest weapon in either Serana's or Arlene's arsenal, but it had the necessary enchantment she needed to test, and the weapon held a special place for Serana as it was one of the first weapons she and Arlene found together.

Banishing the nostalgic feelings from her mind, Serana flipped the dagger into an ice pick grip and cut both of their throats. It was a quick cut on both of them, piercing both the arteries and veins in their necks in addition to the trachea. The two died within seconds of each other, only briefly waking up with a flash of pain and confusion before their eyes went dull. Serana thought it was nice that they died together at least. That was about the only sympathetic thought she had until she moved onto her next task.

Channeling the magick of the Soul Cairn into her fingers, Serana unleashed her necromantic powers and raised both corpses from the dead, turning them into zombies. Slowly, the two undead rose out of the bed, uncaring for their cut throats as they looked at Serana for orders with blank expressions.

"Go down stairs and kill everyone you see." Serana commanded.

The two zombies only groaned, and began shuffling out of their room. Nodding her head at a job well done, Serana walked back to the window and jumped out. She landed on the pavement with graceful ease, spreading her legs to absorb the impact in a three point landing. Not bothering with stealth now, Serana simply strutted towards the front door of the apartment building and waited.

She didn't have to wait long, as it only took about a minute before the screaming inside started.


Limon Gonzalez was a bad motherfucker. He knew it, his crew knew it, and all the other gangs that loitered around his block knew it. The only ones who didn't know it were those dickbags up at Beacon. He would've been top dog at that school if they didn't care so much about those damn animals they let in. So what if he beat up a few Faunus outside of class? He knew what they were really like, dumb animals who only brought crime and violence to the good citizens.

That's why he was out here, in this shithole. To keep the animals in check and make sure they didn't push any further into Vale. Hell he's even clashed with the White Fang a few times, and sent the bastards running with their tails between their legs. If Beacon and the Police couldn't see that he was protecting the right people with his actions, then fuck em, he'd do it himself.

Moving his hands through his sandy blonde hair, Limon sat back further into his living room couch and changed the channel of his TV, switching it from the cartoon he was watching about some kids piloting giant robots to the Vale News Network.

"Hey I was watching that." A voice on a nearby recliner complained, it was one of his underlings, Daffodil, a ratty, scrawny little puke who spent more time high than he did training.

"It's my TV. I pick what we watch." Limon growled out. Daffodil immediately conceded.

Limon smirked at that, focusing on the TV once more. VNN was doing a report on some battle over by the Docks between some Beacon Students and the White Fang. Good, he thought smugly, at least some students are taking the fight to those animals. As he idly wondered if any of those kids would be interested in hooking up with his crew, the sounds of slow shuffling and moaning behind him drew his attention. The sounds came from the staircase that connected the first floor apartment to the second floor apartment, an internal renovation they did when they took over the building.

Limon groaned. "Opal, Rust, you two better not be fucking on the staircase!" he shouted. But there was no response, only more shuffling and moaning. Wanting to figure out what the fuck was going on, Limon stood and turned towards the staircase. "What the fuck is going on with you two?"

At the bottom of the staircase, Limon and Daffodil saw Opal and Rust. All lights in the living room were off, only the source of illumination being the TV, making it hard for them to see. Both Opal and Rust were half dressed in their sleep wear, shuffling towards their leader.

"What, you two need an after-session drink or something?" Limon asked, half amused by their state of dress.

Daffodil however, was far less amused. "What… what the fuck?" He breathed out, horror plain in his voice.

Limon glanced at his underling in confusion, before focusing back on the couple. His eyes now adjusting better to the darkness, he was able to see what had spooked Daff. Both Opal and Rust were covered with blood. Not only that, both of their fucking throats were split open, flapping in the fucking wind as more blood poured down their neck and onto the floor.

"What hap-" Limon didn't get a chance to finish his question as his two crewmates leaped.

Opal was immediately on Daffodil. The boy screamed, and punched her in the face, but she just ignored it. Daffodil stood no chance as Opal grabbed onto him and sunk her teeth into his neck. The bite immediately tore through Daff's neck, as the kid didn't have an active Aura to protect him. In fact none of Limon's crew other than himself had Aura or decent combat training.

This fact especially confused Limon as Rust was contending with him in physical strength as the two wrestled, Rust snapping his teeth at Limon's own neck. Falling back to his training, Limon decided to pull as Rust pushed against him, and fell backwards, performing a perfect sacrifice throw as he flung Rust behind him and into the TV.

Now free, Limon reached into his belt and pulled out his weapon, A Close Shave, a karambit-style knife that he held in reverse grip. With a flick of a button, he activated the weapon's mecha shift, and the blade unfolded vertically and split into a double-bladed knife that worked as a boomerang. Limon flung the boomerang, and it hit dead on center, impaling Rust's head. Rust fell back, body collapsing to the floor dead, before he then collapsed into a pile of dust.

"What the fuck is going on here!?" A new voice shouted. That was Cam, who was supposed to be watching the front door. Limon guessed that the sentry ran into the apartment when he heard the commotion.

"Help us out here asshole!" Limon shouted, as he ran to Rust's body, picking up A Close Shave.

Cam took one look at Opal currently tearing apart Daffodil's neck and simply said, "Oh fuck that!" He then ran right for the front door.

"Chamomile you cowardly bitch!" Limon roared at Cam as he charged Opal.

Opal twisted towards her former leader and snarled. But she wasn't fast enough to react as Limon stabbed his blade through her forehead, instantly killing her.

With the threats around him dead, Limon tried to get his panting under control. He just killed two of his crew and they killed Daffodil. What the fuck was going on? Limon had no idea. But what he did know was that he needed to kill Cam for ditching him. Limon exited his apartment and moved towards the complex's front entrance. There he saw Cam's back, frozen in the main door, unmoving.

For a brief second, confusion overtook his anger. Why wasn't Cam running? He knew Limon was probably going to kill him, so the kid should be hightailing it to the Town Square right now. Limon's question was answered as Cam's body fell to the floor, his throat ripped out, and standing above the body was a beautiful, pale skinned woman in a blood red dress.

"Ah. So one survived. You must be the leader." The woman said, her voice ice as she smiled, revealing her fangs.

So that was it. This was a fucking raid by those animals. Probably the White Fang or one of the other local Fanus Gangs, finally scraping together enough money to hire an out-of-town professional or something.

"You're the one who did this?" Limon asked, even though he knew the answer.

The Faunus woman just smiled.

"I'll fucking skin you alive you whore!" Limon screamed as he flung A Close Shave right for her.

To his utter shock, the woman moved lightning fast and grabbed the weapon out of the air before it hit. While he was stunned by her action, she looked over A Close Shave, shifting it from its boomerang form back to its karambit form.

"This is a nice blade." She said, truly appreciating it. "I think I'll keep it." She then placed the blade onto her belt.

Limon snarled and began to charge her, when the woman then waved her hand. A bolt of green energy flew out of her hand, and Limon was too slow to dodge. The bolt impacted him in the chest, and Limon felt his entire body freeze. Not a cold freeze, but he physically couldn't move. He could still feel his body, flex his joints, but it was as if he was held by a telekinetic force.

The woman approached, looking Limon over. "Hmm, male, human, appears late teens to early twenties." she observed talking to herself. "Looks to be in good physical condition. Aura…" the woman backhanded Limon, but he was able to flex his Aura and protect himself from the blow. "Is still active. Good. You are a perfect specimen for my experiments."

Limon's eyes widened as the woman then smiled at him as she drew a wicked looking steel dagger from her belt. Limon's eyes darted all around, looking for help, for anyway to get out as he struggled in his bondage. The woman caught his eyes, saw the panic and terror in them, and then casually disregarded them as one would disregard a bug. She then placed the dagger to his shoulder.

Limon knew what was coming, and he flexed his Aura to try and protect himself from the torture. To his horror, the dagger seemed to slice through his Aura as if it wasn't there, and dig itself into the meat of his shoulder. Limon tried to scream, but he couldn't. He didn't even have control over his own vocal chords.

Meanwhile, the woman smiled all the same. "And that confirms it. Soul Trap enchantments do ignore Aura." She then ripped the dagger out with a casual disregard for Limon's pain. "Arlene will be happy to know that." She then focused back on Limon. "As for you. Don't get too comfortable. I have more experiments that need to be done, and live subjects are so hard to come by."

Limon so desperately wished he could fight back. Wished he could do something, anything to stop this fucking psychopath from carving him like a fucking turkey. But he couldn't. He was helpless before her. And for the last few, agonizingly long hours of Limon's life, he only wished he could scream.


Beacon Academy, that same night...

Professor Ozpin stifled a yawn as he sat in his office chair. It was late, but he still had work to do. In front of him were all of the books that Arlene had gifted Doctor Oobleck as part of his research into Tamriel. Arlene and Serana had been frustratingly secretive about their world, but now he finally had a glimpse into their fantastical realm. He had spent a long time reading through the histories of the Empire, committing every detail to his mind.

Now he moved onto their religion. Starting with The Monomyth, Ozpin began reading. As he read, he felt his heart sink as he read of a fable of two Gods, one of Light and Order, and one of Darkness and Chaos.


A/N, 10/14/21: And another chapter done! This also marks the end of the first arc of Spinner of Webs! Only took me a year and half to get here. Had a lot of fun with this chapter, the and if anyone didn't know, the fact that Arlene and Aela appear different as werewolves are based on some unused concept art of Skyrim where werewolves looked different based on the sex of the character. Anyway, I hope you all enjoyed this chapter, and I'll see you in the next one!