The commission for this story's cover art is underway. I'm very much looking forward to receiving it. In the meantime, new chapter!

I suppose a warning is in order for the next couple chapters. I don't intend to change the rating, but I feel I'm pushing its boundaries. No explicit descriptions of any kind will be featured, but implied torture is coming up. If anyone feels it goes too far, please let me know so I can either adjust the rating accordingly or edit to keep it at a T.

To xfel, HeartMachine782, Hellbreaker, and Dark drow, I've been wanting to get inside the heads of Cardin's team for a while, there just hadn't been a convenient moment. Then Blake decided to but in and I thought it'd be a great opportunity for them to speak their minds.

So, warning and review replies out of the way, enjoy.

Chapter Thirty-Seven: Grimm Operation

Cardin kept himself still as the doctor pressed a stethoscope to his chest. He watched the doctor, studying every glance, every twitch of his face, where he walked, how he held himself, anything for any clues for what his role was in Cinder's plan. The doctor brought him to an X-ray machine, scanning his chest, and examined the results while Cardin had his arm squeezed by a blood pressure monitor. Every minute crept by with adrenaline-laced slowness, as if he were a Schrodinger cat, stuffed in a box, waiting for the radioactive isotope to split in two and snuff out his existence with toxic gas. Dead or alive, he wouldn't know until the exam room door opened again.

"I don't hear any blood collected in your lungs, and your ribs have healed properly," the doctor said. He had a folder of Atlas' medical documents from the incident along with the Valean files from his previous trips. All told, the files were thick enough to tear the manila folder he kept them in at its seams. "Have you been feeling any unusual pains and aches?"

"Nope." Cardin eyed the door, wondering if he could risk a peek. He crept up from the chair, but the doctor glanced up.

"On the scale, please. I'll take your height and weight."

A measuring rod stretched up as the doctor brought it level with the top of Cardin's head. Weights set along a sliding scale forced the rod down until the doctor slid them to the left, bringing the weights down to Cardin's weight.

"You lost a few pounds, but nothing serious," the doctor said. "So far so good."

The door stood a few feet away from him, almost close enough to reach for. "Can we take a quick break? I need to hit the bathroom."

The doctor glanced at his watch. "We're almost done. It'll be just a few more minutes."

Cardin almost grabbed for the door right then and there, but the doctor drew him away by the arm. He shone a light in Cardin's eyes, studying the dilation of his pupils, and peered down his throat. He had Cardin raise and rotate his arms, flex his legs, twist his back, and stretch his neck, all the while taking notes on a sheet of paper.

"How has the new implant been doing?"

Cardin rubbed at the side of the nose, feeling the lump of plastic shift under his touch. "No complaints," he told the doctor. "Feels good as new."

"I'm glad to hear it. I had to go deep into your nasal cavity to get out all the bits of broken plastic from the last implant. This one's designed to bend instead of break, so it shouldn't shatter like the last one." He smiled as he checked off a string of boxes on Cardin's form. "That said, I wouldn't advise taking another shield to the face."

"I'll keep it in mind," Cardin said dryly. "Are we done yet?"

The doctor glanced at his watch again, trying and failing to hide the act behind Cardin's files. "Just give me one more minute, I'm almost done with the paperwork.

Cardin shifted in his seat, poised to spring towards the door. The doctor signed his name in broad, languid strokes at the bottom of the form and passed it to Cardin. As he tried to explain the contents of the form, Cardin yanked the paper away and threw open the door.

His teammates were gone. At the table where they had been sat a middle-aged, tan-skinned man. His ebony hair was graying at the temples, a bushy mustache concealed thin, pale lips, and sharp, green eyes examined him like a pickled frog stretched out for a scalpel. He wore a black suit with a maroon vest and golden undershirt, his brown dress shoes were propped up on a second chair, and hands wrapped in velvet fingerless gloves were folded on his lap.

Cardin sprinted for the hallway, but four Atlesian Knights blocked his path. Cardin barreled into one, using his Semblance to make it light enough to knock over, but the others grabbed him by his shirt, and one cold-cocked him with his rifle. The paper in his hand fell to the ground as he went limp in the robots' grip. He saw stars as the Knights dragged him back to the waiting room.

"Leaving so soon?" they mystery man asked. "I haven't even introduced myself yet."

"You're one of Cinder's lapdogs, aren't you?"

The man raised an eyebrow. "One of hers? Hardly." He stroked his mustache and said, "Think of me as an equal shareholder in a very profitable enterprise."

"And what business is that?"

"You'll find out soon enough."

Cardin looked around the waiting room. All that remained of his escort were a pile of cookie wrappers on the floor, half-eaten snacks on another table, and an impression in the carpet where Penny had stood, no signs of a struggle anywhere.

"Where are they?" he asked.

"Your friends? Don't worry about them, they should be back at Beacon by now."

Four more Knights came from another hallway, surrounding Cardin. He felt for his mace, but that had been left back in his room. His hand crept into his pocket, typing on his Scroll, but before he could message Ironwood, a Knight yanked his arm up. The Scroll slipped from his fingers and clattered at the robot's foot.

"Pick that up," the man told the robots, "And get that paper over there as well. Be careful with both of them."

One robot gingerly picked up the Scroll and turned it off, while another struggled to get its stubby fingers around the paper. After a few futile attempts, the Knight stood aside, looking down at the paper.

"Atlas tech," the man sneered. "What an embarrassment." He swung his feet off the chair, walked over, and folded the paper into his coat pocket. "Well, Cardin? Are you coming?"

The doctor had vanished, and there wasn't a person in sight. With no weapon, no Scroll, and no one to help him, all he could do is buy time. "Didn't you say you were going to introduce yourself?"

"In a bit. Let's go somewhere a bit more private first."

Two Knights dragged him along as the other six led the way out a fire exit. Though the door said an alarm would sound, the building remained silent. The door led out to a grassy park, fenced off with a plastic chain. A paved path ran in a circle inside the park, shaded by sturdy oaks and lush maples. Wooden seats were evenly distributed along the path, and in a bin next to each one were padded cushions.

Nestled in a copse of trees was a Bullhead, engines on, passenger door open. The Knights hauled him in. They tried to strap him into a seat, but they couldn't get the buckle to line up. The stranger had to buckle him in himself, cursing again at the inadequacy of the Knights' engineering.

The stranger tapped on the fiberglass partition. "Let's get moving, I don't have all day."

A Grimm-masked figure with lupine ears sticking out scowled at him and pressed a few buttons. As the door slid shut, the Bullhead rose out of the branches and shot out over the city. Cardin watched through the window as the Bullhead took them south, to a run-down section of the city. Boarded-up windows and faded brick walls lined the street they flew over.

They landed in an old parking lot, overgrown with weeds in its cracked surface. Once they were all out, the stranger slapped the side of the Bullhead, and it took off, flying further south out of Vale. In front of them was a two-story brick building, cracked and worn like its neighbors. Four Knights went inside, while the other four took positions around the building, hidden from sight by strategically placed shrubbery and fences.

"I know it doesn't look like much," the man said as they walked up to a two-story brick building, "But I've spruced up the place a bit."

At first glance, the interior appeared nothing more than its ramshackle shell suggested. Upon closer inspection, one could see that all the wooden beams holding up the second floor were new, the walls had been reinforced with additional struts, and the old wiring had been yanked out, replaced with fresh bundles of cord snaked around the new supports. The carpet that had once covered the floor had been removed, leaving behind bare concrete.

The stairs creaked under the weight of the Knights, but they held their weight. A pair of them secured the top floor, standing on either side of the door while the other two shoved Cardin up after them. The room was dimly lit by the ambient light of a window, leaving long shadows across most of the room. At the center of the light, near the far wall away from the window, sat a single chair, thickly padded and rigidly built, like one found at a dentist's office. A metal cabinet stood in one corner, hidden in the deepest shadow of the room, given away only by the faintest glint of light off its solid steel surface. It had both a number pad and an eye scanner. The other corner had a birdcage resting on a short, squat table. The cage had bars thick enough to survive a pounding from Cardin's mace and a door nearly as large as itself. On the inside, long, sharp spikes lined the bars.

"Welcome to my office," the man said. "Please excuse the lack of furnishings, I only just arrived in town a few days ago. I haven't exactly had time to go shopping." From the darkness, he brought out a stool and sat down, watching as the Knights shoved him into the chair. They managed to fasten a strap around his chest, but the stranger had to secure Cardin's arms, legs, and head himself.

"I should get a real assistant," he said. "Maybe I can get the kid with the prosthetic legs. If nothing else, I could test new designs on him."

Cardin tugged on the straps, taking care not to make too much noise. His arms shook from the strain, but the straps didn't even budge. No matter what he tried, he couldn't move anything but his fingers and toes, and those were firmly pressed against the chair. He looked out the window, but the view beyond it was blocked by leafy tree branches.

"You haven't introduced yourself yet."

"I suppose I haven't." The man bowed low, one hand against his chest. "I am Doctor Watts, but if you prefer, you can simply call me Watts. No need to be formal."

"Well then, Watts, what are you planning to do with me? Considering you took the trouble of taking that paper, I'm guessing you want me alive."

Watts gave him a slow clap. "Bravo. I knew you were smart. No, I'm not planning to kill you. Cinder and I have something far more fun in store for you."

He strolled over to the cabinet in the corner and pressed an eye up to the scanner. A red light flickered out, scanning his iris, and the number pad glowed green. Watts positioned himself in front of the number pad, blocking the view as he inputted a ten-digit code. The cabinet beeped and its thick bolts slammed aside.

The doors swung open, a neat row of thick glass jars. Watts carefully grabbed one with both hands and carried it out while two Knights shut the door. The bolts slid back into place.

Watts blocked out the light, leaving the jar's contents obscured by his shadow, but when he sat back down, he turned, exposing the jar to the window's light. The white carapace of the Beetle-Grimm glinted in the sunlight, and its beady red eyes stared at him. Its spindly black legs scraped against the glass, reaching for him.

"Recognize this little guy?" Watts asked, holding up the jar. "That bumbling idiot Torchwick nearly blew everything. If he had delayed the attack like he was supposed to, Cinder would've gotten her hands on a lot more than these." He shook the jar, knocking the beetle off balance. It wriggled on its back, legs flailing to find purchase on the glass around it. "Ah well, we'll just have to make do."

The light in the room dimmed. In front of the window, a crow had landed on the tree branch. It looked inside with beady black eyes, beak pressed against the glass.

"Well? Aren't you going to ask what I'm planning to do with this Scarab?"

"I assume you're going to tell me anyways."

"Humor me, Cardin. I went through all this trouble to get you here. The least you could do is follow the script."

He looked at the beetle – the Scarab – again "I'm guessing you're going to have that thing drain my Aura."

Watts' eyebrow rose. "Not a bad guess, though I suppose Cinder did mention you've been on the business end of one of these before."

He could feel the dark lines on his back burn from the memory of the Breach. His stomach roiled, and the beetle redoubled its efforts to right itself.

"What would you even want with my Aura?" Cardin asked. "My Semblance isn't exactly powerful."

"Hmm? Oh, no, I said yours wasn't a bad guess. I didn't say you were right." He grinned and stroked the top of the jar, running a finger over the clasps holding the top in place. "The marks caused by their bite are too visible, so I had their teeth, or whatever it is, removed. No, what we have planned for you is even worse."

A light tapping came from the window. The crow had its beak wedged under the windowsill, as if trying to open it. The window opened a crack, but it refused to budge further.

Cardin looked down at the chair, wondering if his Semblance could break it, and if he did, whether or not he would escape the Knights. "Then what are you planning?"

"See? There's the line you're supposed to say." He glanced at the window, studying the crow for a moment, before returning his attention to Cardin. "But before I'll tell you that, I have a little story for you first. Don't give me that look, I think you'll find it fascinating. It all started with Mount Glenn."

Cardin tuned him out as he rambled on about the expansion project and its failure. Instead, he watched the crow, wondering at its attempts to slip inside. The window had raised another half-inch, showering the floor with flecks of paint and dust as it moved. He felt some irrational part of him leap for joy, finding salvation in the bird prying its way into the room, but the more cynical part of him dismissed it as a common animal, looking for shelter or dead rats in a run-down home.

"I can see I'm boring you," Watts said in a condescending drawl, "But the history of the matter is crucial to understanding how these Scarabs came to be."

Cardin's attention turned back to Watts. "These Grimm were made?"

"In a sense, yes. After Mount Glenn was sealed, many perished, but some sought refuge in warehouses and bunkers, living off the provisions stored for sustaining the expansion. These people survived months, even years after the tunnels were sealed, locked inside their self-imposed prisons, living in perpetual fear of the Grimm that stalked the streets just outside their walls. They all went insane, after a time. Some opened the doors and threw themselves at the Grimm, others killed everyone else trapped with them before taking their own lives."

"In this teeming pool of negativity, a common fear spread through the inhabitants of a large surviving group, that one of their own might be a Grimm in disguise. Whispers of a Grimm creeping in and stealing a body to let in the others swept through the community. They posted guards at the doors, killing anyone that went too close, and cut open anyone behaving oddly, searching for the supposed Grimm occupant. And soon," Watts said, holding the jar before him, "Their fears became reality."

Cardin looked at the Scarab, fear and disgust clawing at his insides. The Scarab chittered and slammed against the glass, making it jump in Watts' hands.

"What, it kills you and uses the body?" Cardin thought back to the Breach, remembering the long trek down the tunnels. He remembered the decaying corpse, lumbering towards him with a rusted weapon, and the black motes that had drifted from its crushed skull. "It takes over the brain."

"Very good," Watts said. "To be specific, its method of entry into the body is through the only readily available hole in the skull, an eye socket. As the Scarab must dislodge an eye to enter that way, Aura would normally block its path. That's why Scarabs first drain the victim's Aura. As you've undoubtedly found, this leaves permanent markings on the skin, markings which Ozpin is already familiar with. This necessitates a means of permitting the Scarab entry without requiring it to first feed on your Aura."

"What, you're going to give me Aura blockers?"

"That would be a fallback," Watts said. "Ozpin would notice if too many of his students suddenly needed Aura blockers. However, there's another hole in your head that the Scarab can use. We just had to do some creative excavating first." He leaned forward in his stool and grabbed Cardin's nose. "Your last trip to the hospital was too early for us to put this plan into motion, but Cinder had your doctor carve out a path for the Scarab through your nasal cavity." He pulled on the implant, prying it away from his skull. Cardin grunted. Though he couldn't feel any pain, he felt an unpleasant sucking sensation inside his face as the adhesive holding the implant in place peeled away. When Watts was done, Cardin's nose hung loosely to one side, and a draft chilled the flesh beyond his nasal cavity with each breath he took.

"Voila!" Watts said, flourishing his free hand. "One Scarab tunnel, unprotected by your Aura."

The crow at the window redoubled its efforts to get inside. Watts smiled at it and took out his Scroll, typing in a command. A few seconds later, a loud pop came in through the window, and a net slammed into the crow, dragging it off the branch.

"Now if you'll excuse me, I'll tend to my package. I wouldn't want those useless hunks of metal to screw this up."

He set the jar down on the stool, told the Knights to watch him, and went downstairs. The two robots stomped to either side of him, rifles in hand, staring ahead at the far window. While Watts was gone, Cardin studied his surroundings, the two robots, the window, roof and walls, the birdcage, and the Scarab on the stool. It seemed to notice his gaze on it and lunged for him, bumping the glass closer to the stool's edge. As his heart accelerated, so did the Grimm's efforts.

"He needs me to be afraid of you," Cardin whispered to the Scarab. "That's why he's talking so much, telling me all his plans. He wants me scared." He breathed in and forced himself to smile at the Grimm. It paused, settling down and staring at him quietly.

With his emotions under control, he turned his attention to escaping the room. He had no hope of breaking the restraints, but he might break the chair with his Semblance. Sending power down his arms, he channeled his Semblance into the chair, increasing its mass. The chair didn't so much as squeak, but the hardwood floor let out a soft moan.

After a moment, Watts returned, carrying a thick metal net. The crow was flapping inside, squawking shrilly and pecking at Watts' fingers. Two more Knights followed him in, training their weapons on the crow.

"Well, well," Watts said, sneering at the bird. "Look what the cat dragged in. Honestly, did you think we didn't know about your Semblance?" He opened the birdcage on the table and shoved the crow inside. It leapt at the opening, but Watts slammed it shut. He locked the cage with a small brass key from his pocket.

The two Knights, still with orders to escort the bird, kept walking forward. One bumped into the stool, knocking the glass jar to the floor. The jar rolled forward, into the path of the other Knight. It stepped on the jar, crushing it, and the Scarab it contained. Black motes drifted up from the pile of shattered glass.

Watts shook his head and drew a pistol. He shot both offending Knights in the head, dropping them, and ordered two other Knights to drag them downstairs while he brought out another jar.

"I am absolutely mortified for the idiot that programmed these things," Watts said as he passed the remaining two Knights. "How hard would it be to include an algorithm for avoiding moving objects underfoot?" He took a deep breath and sat back down. The floor squeaked from the additional weight. Watts took out his Scroll and chuckled. "Looks like I was right. Twelve-fold increase in the chair's weight. Oh, don't look so surprised. I'll admit, claiming your Semblance was super strength was a clever trick, but your match against Pyrrha showed how your Semblance really worked." He tapped the floor. "I took the liberty of reinforcing the building's walls and floors. They'll hold the extra weight." He put his Scroll away and held up the new jar. "Now, where was I?"

He stared at Cardin, waiting for him to speak. The silence remained unbroken. Watts threw up his hand and addressed the bird. "Can you believe him? He's no fun at all, while the other one took her cues perfectly. Honestly, I have to do everything around here." He cleared his throat and said, "Yes, I was about to open this jar." He popped off one of the latches. "We haven't actually tested this, so kindly let me know if you experience any unusual side-effects. The data would be appreciated for my dissertation on parasitic Grimm."

The other latch snapped open. Watts gently wriggled the top free and tipped the jar over Cardin's chest. The Scarab landed on his chest and turned, taking in the room with its beady red eyes. It took a hesitant step closer to Cardin's head. Cardin glared at the bug, daring it to take another step forward, focusing all his thought on crushing the tiny insect in his hand. The bug stopped and settled into Cardin's shirt.

"Well, looks like someone saw through my ruse." He tapped the bug's back, but it didn't budge. "You should've seen the last one. She screamed and screamed, and the bug went right for her. It looked like her eyeball was going to pop out of her head when the Scarab shoved it aside and wriggled in." He raised an eyebrow at the Scarab. "Really, nothing?"

"It's just a bug," Cardin said, fighting to keep his voice even. "Did you really think I'd be afraid of it?"

Watts gave a theatric gasp and recoiled in mock horror. "My word! You've realized that the Scarab needs you to be in a state of panic to take over your mind and have suppressed the natural response to a body-snatching Grimm. My villainous plot is completely ruined! Oh, alas, if only I had a way to force you to feel fear so strong, so absolute, so mind-shatteringly powerful that even a corpse would flee in panic." He mimed having an idea and grinned. "Hold that thought."

He turned around and bowed at the empty air. Out of Watts' shadow rose another Grimm, this one resembling a giant jellyfish. A ruddy red glow emanated from its bulbous flesh, shining out the cracks in the white plate protecting its head. Six long, red tendrils dangled to the floor, each tipped with a bony spike.

As it approached Cardin, the Scarab skittered closer. Cardin pried his eyes away from the Grimm, forcing himself to take even breaths. He stared up at the ceiling, steeling himself for what might come next, when he saw his escape. Watts had fixed up the walls and floors, but he had neglected the roof. The timbers overhead still held, but they were made of older wood, and some of the nails had rusted.

The Scarab raised a tendril, reaching for Cardin's head. Cardin pushed more of his Semblance, willing it to travel through the building. A bone-white tip touched Cardin's forehead. The world went out of focus before disappearing entirely.