A/N: All I can say about the first 48 hours is, WOW. This story has already collected a huge fanbase in such a short period of time, though I'm honestly not that surprised considering how well the previous one had done.

There have been many questions asked about the many directions this story can take. And as much as I would love to answer them all, I'm a man of shock and suspense, it's how I've based my writing style in certain ways and its one of my methods to keep my readers entertained. So you're answers will come in due time, you just don't know when.

Don't forget that this story takes place in an Alternate Universe compared to the original story, so there will be some things none of you will be expecting...that may or may not include deaths to certain characters. (Or in Cardin's case, completely losing his mind to terror.) Though you all will see that in due time.

Disclaimer: I own nothing.

X Undisclosed Location X

Inside a secret warehouse, various White Fang soldiers were milling around, moving crates upon crates of stolen dust all over.

Roman Torchwick stood with his back to the large room going over several readouts spread on the table before him.

Despite the fact that it had taken them much longer than they had intended, no thanks to the meddlesome kids interfering with their operations, they had managed to capture several shipments more dust that was now being stored in this very warehouse.

Thinking about that moment at the docks weeks ago, the criminal reached up and touched where his right ear had been. A white bandage strapped to the side of his head in its place which caused him to grit his teeth.

The little bastard that wounded him would pay for that in spades, he would see to that personally.

His musings of revenge were broken when he heard footfalls behind him, turning, he was met with Emerald and Mercury approaching.

"Oh, look! She sent the kids again!" he said approached the two and putting his arms around their shoulders from behind. "This is turning out just like the divorce."

Emerald shivered in disgust, "Spare us the thought of you procreating." she said as she and her partner pulled away.

Roman shrugged, "That was a joke. And this might just might tell me where you two have been all day." he said holding up a piece of paper and turning to the duo.

"What?!" the green haired girl checked her pockets and found the paper missing from its place.

"I'm a professional, sweetheart. Pay attention, maybe you might learn something." said the criminal looking at what was written on the slip in his hand. "Where did you get this address?" he asked pointedly.

"Wouldn't you like to know?" asked Emerald crossing her arms.

"Yeah, I would. Now where have you been all day?" asked Roman not taking her lip.

"Cleaning your problems." said Mercury sharply, "One of them at least."

"I had that under control." said the criminal serious.

The grey-haired teen shook his head, "Two packed bags and a ticket out of Vale said otherwise."

Roman got in his face and pointed at him, "Listen you little punk. If it were up to me, then I would take you and your little street-rat friend here and-"

"Do what, Roman?" asked a voice from above. They all looked up and saw Cinder Fall step off of the scaffolding on to a small lift, her burning-amber eyes locked on them all while riding it down to the main floor.

The mastermind chuckled nervously, "I'd, uh...not kill them?" he said trying to cover his tracks.

"Cinder!" Emerald said excitedly.

The raven haired woman walked across the room, her heels clicking on the pavement as she approached her subordinate. "I thought I made it clear that you would eliminate the would-be runaway." she said calmly.

"I was going too..." Roman trailed off, but was cut off by Emerald.

"He was going to escape to Vacuo! Mercury and I decided to take it upon ourselves to kill the rat."

Mercury stroked his chin, "I think he was some sort of cat, actually." he pointed out.

"What, like a Puma?" asked his partner.

"Yeah, there you go." he replied.

"Quiet." they both shut up and looked at their boss who leveled a glare at them. "Didn't I specifically instruct you two to keep your hands clean while in Vale?"

Emerald swallowed, "Uh, yeah, but we just thought that-"

"Don't think. Obey." Cinder spoke with no room for defiance, getting a 'Yes ma'am' from them both before she turned her attention to Roman. "And you. Why wasn't this handled sooner?"

Roman glared at them all, "Uh," he motioned to the crates on his right, "Eh...?" Then to more crates on his left. "Eh...?" Then finally everything stacked behind him, "EHHHHH! Sorry if I've been busy stealing every speck of dust in the kingdom!"

"You're an inspiration to every punk with a gun and a ski mask." Mercury said sarcastically.

"Look around, Kid. I've got this town running scared! Police camping at every corner, dust prices through the roof, and we're sitting pretty in an old warehouse with more dust crystals, vials and rounds than we know what to do with! Roman exclaimed. "Speaking of which, if any of you wouldn't mind letting me in on your grand master plan, it might make my next string of robberies go a little smoother!"

"Oh, Roman. Have a little faith." Cinder said moving closer and stroking his cheek, "You'll know what you need, when you need to know." Her eyes glowed briefly causing Roman to look away with a grunt. "Besides, we're done with dust." she said as she turned and started walking away.

"Okay," the criminal asked confused. "Then, what now?"

"We're moving. Have the White Fang clear out this building. I'll send you the details and coordinates tonight."

"Coordinates?" asked Roman.

Cinder looked back at him, "We're proceeding with phase two." she then turned her attention to Emerald, "Have our new friends contacted us yet."

"Try asking them yourself."

The group of criminals looked to the entrance of the warehouse and found another group approaching. Two ATC soldiers flanking on either side of two Phase Commanders, and leading the group was a man older than all in attendance by over a couple decades, hair cut similar to that of a marine with a thick mustash wearing black body armor with an air of authority about him.

Roman went to go off on the sudden arrival, but Cinder held up her hand, stilling him. "I take it you were sent to give an update?" she asked.

The man grunted, "And collect one as well." he looked around at the operations going on around them, sending a sneer at the White Fang moving about. "Working with animals, guess we all gotta make sacrifices."

"I think a proper introduction is in order." said the pyrokinetic with her arms crossing.

"Colonel Richard Vanek, Head of Armacham Technology Corporation's armed forces." replied the Colonel, taking out a cigar from one of his pockets and slipping it between his teeth. "Aristide told me to send her regards, and to tell you that everything on our end is up to standards."

Cinder nodded, "I just finished giving the order to move to our new base of operations and proceed with the next phase in our plans."

Vanek nodded back as he lit his cigar and took a long drag on it, "Care to tune me and my men in on the details?" he asked, blowing out smoke at the same time. The now larger group headed in the same direction.

Mercury was bumped aside by one of the Phase Commanders who grunted down at him before taking several large strides ahead. The silver-haired teen flipped him the finger and grumbled under his breath as he and Emerald took their rightful spots on either side of Cinder.

X

High above the warehouse floor, Alma stood on one of the support scaffoldings close to the ceiling. Her glowing eyes narrowed at the ATC soldiers that had made an appearence before shifting her attention to the person she had come to observe.

The raven-haired young woman with glowing eyes similar to her own. Feeling the telesthetic signature she was giving off while she commanded those around her.

Each person, living or dead, possessed such a marker that psionics like her could pick up on, and the only way for her to find a body that could survive the possession process had to be a match to her own signature. And when she first saw her, Alma could sense the woman's telesthetic signature very clearly, and found that it was nearly identical to her own.

Making her the perfect candidate.

There was, however, a slight anomaly with her aura. Something about it was odd, like there was a foreign power within her that didn't rightfully belong there, one that was trying to break free and get back to where it belonged.

Although unusual, it wasn't a problem for what she had planned. All Alma had to do was bide her time and wait for the moment to take what she wanted.

Satisfied with her findings, the powerful psionic disappeared to parts unknown. Soon, she would have what she desired.

X

At Beacon, it was just another quiet afternoon for the students and the faculty. However, the tranquility was broken by the loud hum of dozens of engines.

In the skies around the academy, dozens of white ships baring the insignia of the Atlas military came down from the clouds. While the attack ships set up arial perimeters, the command ships touched down at the sky-dock.

Up in the headmaster's office, Ozpin and Glynda looked down at the new arrivals as the ships unloaded their passengers.

"Ironwood certainly loves bringing his work wherever he travels." the blonde huntress seethed. Not liking the idea of an army being brought to their school of all places for the sake of 'security'.

"Well, running an academy and a military makes him a busy man." replied Ozpin calmly. "But yes, those are a bit of an eyesore." A soft beeping on his desk alerted them to someone requesting to enter the office.

"Come in." the headmaster said after hitting the alert.

The doors opened and in stepped Ozpin's good friend and colleague, General James Ironwood. The man dressed in a pristine white service uniform, his black hair slicked back with silver streaks running along the sides of his head. His eyes calm and calculating, reflecting the position he commanded as a fellow headmaster and his rank as officer in the Atlatian military.

"Ozpin!" James called as he crossed the room and shook hands with his old friend.

"Hello, General." replied Ozpin.

"Please, drop the formalities." the General admonished half-smiling, "It's been too long. And Glynda! It has certainly been too long since we last met." he added as Professor Goodwitch came up and stood beside the headmaster.

"Oh, James..." she replied sarcastically. "I'll be outside." without another word she left the two men to their business.

When the doors closed, James turned to Ozpin, "Well, she hasn't changed a bit."

Nodding, Ozpin turned to his desk and pour the two of them some coffee, "I would ask what in the world brought you all the way down from Atlas, but given recent events and discoveries, we both already know the answer."

"Indeed," the General said, accepting a mug and taking out a flask to add its contents to it, "Then again, I do love Vale this time of year. And with you hosting the Vytal Festival, it would have been a great time to catch up...had things not gone so horribly wrong months ago."

The other headmaster nodded slowly, "As much as I would have loved to catch up with an old friend, the small fleet outside my window is a cause of concern, James."

James sent him a look before taking a long sip from his mug, "Fairport says otherwise, Ozpin. Ever since that city was all but wiped off the map, Atlas has been on high alert. We lost several squads of special ops, along with the entirety of FEAR and over a thousand civilians. And no one had been able to give us any straight answers...until you contacted me and informed me that one of my best was not only alive, but was a witness to what really happened out there."

"I can understand, but we are supposed to be in a time of peace." replied Ozpin while motioning out the window behind him. "But shows of power like this is just going to give off the wrong impression."

Approaching one of the windows that overlooked the campys, the General sighed. "People are scared back home, Ozpin. And that fear hasn't diminished since the incident, and with the Vytal Festival drawing closer, the defense council wanted to be sure that it didn't happen again. And if what Qrow has told us is true..." he trailed off, letting the seriousness of everything sink in.

"If what Qrow said is true, we will handle it tactfully." said Ozpin. "As for...everything else. One step at a time. It's the Vytal Festival, a time to celebrate unity and peace. So do your best to not scare the people of Vale with the hundreds of soldiers you brought with you."

James breathed out slowly, finishing his beverage, he brought the mug over to the desk and sat it down. "Where is Wraith now?"

Ozpin took a drink from his own mug, "Mr. Wade is currently with his team, but he knows that you are expecting him any time." the headmaster of Beacon mulled over a couple of thoughts, "Were you aware of what Armacham was doing?"

"The ATC has been making modified weapon variants and technological advancements for years." replied the General, "But, there always seemed to be something no one was seeing. Rumors of secret projects and experimentation, but no one could ever prove it. And with the backing of the Schnee Dust Company, they're nearly untouchable."

James clenched his fist, "I knew Harlan Wade. The man was too ambitious and always had an agenda all his own. If I had known what he was doing for Armacham behind closed doors, to his own child no less, for so long...I would have put an end to it immediately."

He sighed and turned to his friend, "As for the fleet, I am just being cautious."

"As am I." replied Ozpin, "Which is why we should continue to train the best huntsmen and huntresses we can."

"You and I both know that might not be enough." said the General, hands behind his back, "Contact Wraith, we're long overdue for a debrief."

X

In the library, the former point man was sitting at a table with the rest of his team, book in hand and reading while the four girls played an intense board game.

"Hmm..." Ruby hummed from beside him as she looked at the cards in her hand, "Alright. Yang Xiao Long, prepare your kingdom for battle!"

"Bring it on!" the blonde exclaimed pumping her fist.

"I deploy the Atlesian Air Fleet!" the cloaked said laying down the card, "Looks like I get to fly over your Ursai and attack your walls directly. And since Atlas is a part of Mantle, my repair time only lasts one turn."

Yang looked over her own cards and chuckled, "Pretty sneaky sis, but you've activated my trap card! Giant Nevermore!" she said slamming her fist on the table, "If I roll a seven or higher, Fatal Feathers will slice your fleet in two."

"But if you roll a six or lower, the Nevermore will turn on your own forces." said Ruby.

"That's a chance that I'm willing to take." replied the blonde taking up the dice and rolling what she needed. "HA!"

"NOOOOO! MY FEARLESS SOLDIERS!"

"Eh, most of them were probably androids."

"Goodbye my friends...you will be avenged!"

"Not until I draw my rewards, which are doubled this round, thanks to the Mistral trade route!"

"BAH!"

Adrian turned a page in his book, tilting his head to the side when a game piece flew past him while the sisters continued their banter.

"Oh! And what's this?" asked Yang rhetorically, "The Smugglers of Wind Path?! That means I can take two cards from your hand."

"Bah! BAH! I say!" Ruby shouted, more pieces flying that the soldier casually dodged, "Have you no heart?!"

The blonde grinned in satisfaction before turning to Weiss while her sister moped in defeat. "Well Weiss, it's your turn."

Thinking about her move, the heiress hummed. "I have...absolutely no idea what's going on."

"Look, it's easy." said Yang sliding up beside her, "You're playing as Vacuo which means all Vacuo-based cards come with a bonus."

"That sounds dumb." commented Weiss. The blonde went into a long winded explination of all the different moves she could make from her side of the board, all of which was lost on Adrian as he simply kept to himself.

The girls had been at the game for over an hour now, and even though they tried to get him to join in on the 'fun', he declined. But since Ruby was excited about playing he sat with her for moral support...which turned into light comforting as she laid her head on the table silently sobbing anime-tears from the loss she had been dealt by her own sister.

Right as Yang finished her explination, Adrian felt his scroll vibrating in his pocket. Setting his book aside, he found a message waiting for him when he too out the device to check it.

Mr. Wade,

Please come to my office when you are able. Someone is here expecting you.

Ozpin.

"What's up?" asked Ruby, her earlier turmoil caused by the game long forgotten as everyone looked at him curiously.

[Headmaster wants to see me. Says it's important.] he signed back as he stood up, bending down to share a kiss with his soulmate, who understood exactly what this particular meeting was about, before making his way out of the library and toward Ozpin's office.

He hadn't seen General Ironwood since the day before he joined FEAR. The man had all but taken him under his wing when he first joined the military in Atlas at 13.

Despite his age, the man would always say that he saw something in him that, if refined, could become a valuable asset to the people he would be protecting.

The training that followed had been harsh, but Adrian took everything that was thrown at him and became a force to be reckoned with. Which was how he was promoted to FEAR in the first place.

But after Fairport and Auburn, and with the Project Origin facility going up, the only thing the young soldier wanted to do was escape the past that had been revealed to him. The last thing he needed was to debrief on how he watched countless people die because of Armacham's madness and how he was inadvertanly connected to it all.

At least now he was able to face his demons to a certain extent, and with the threat of Armacham possibly coming after him again, it was better late than never to tell Ironwood everything that happened.

Taking the elevator up to the headmaster's office, the doors opened and he stepped inside to find Ozpin sitting at his desk and the General standing before it. Both men turning their attention to his arrival.

"Wraith..." James said, even already knowing of him being alive it was still a surprise to see the young man in the flesh.

Adrian stood before the General at attention and snapped a sharp salute to him. Ironwood mirrored the action and saluted him in return. "I knew it was wrong to have you marked as KIA, but with so many dead, most of them with no bodies to be found, we could only think the worse."

[I understand, General.] the teen signed back, [There was too much chaos back then to be sure of anything concrete.]

"Ozpin filled me in on everything you and he talked about before. A lot of it was...disturbing, to say the very least." said James. "I was hoping for you to shed a bit more light on the events that took place. Any information that came out of Fairport during the operation was vague at best, and we both know Armacham won't say a word about it if it implicates them."

Sending a look to Ozpin, the headmaster simply motioned to the avaliable seat infront of his desk that the ex-FEAR operative accepted.

The conversation was going to be a long one, but it was well overdue.

X

Genevieve Aristide sat in her office in one of Armacham's black sites. The monitor before her scrolling with all the data collected by her operatives and agents in the field as she sipped on a glass of wine.

Fettel's escape and hijacking of the Replica army her company had been working on had been a setback at best, but the destruction of the Origin facility had cost them a great deal of money and resources.

Her main objective was to have the facility reopened after it had been sealed years prior and salvage what they could before restarting the program. She had no way of knowing that somehow, someway, Alma Wade had survived being unplugged and entombed in the facility and slaughtered the scout teams.

Before the ATC had a chance to reseal the place and come up with another plan, Fettel escaped, the Replica army turned on them, then Atlas and that damn FEAR team got involved. Covering their operations got messier, she ordered to have all servers and datafiles at Origin to be wiped so they could plead no involvement in the project.

But Aristide didn't count on that the lone point man that had single handedly fought his way through not only the Replicas, but her own private military as well, turned out to be the first prototype created in Harlan's experiments with Alma.

The moment the ATC CEO discovered this information, she ordered to have the young soldier apprehended and brought in. And all other interlopers in the matter be dealt with extreme prejudice.

In the days after the Origin facility was destroyed, they had mananged to capture the first prototype and hold him in a secure location...But he escaped, leaving a path of death and destruction in his wake.

After that he fell off the radar, and no matter how hard they searched they could find nothing on him. Until a few months ago.

Some of her agents in Vale reported someone matching the first prototype's profile sighted in the area. And after a bit of digging, Aristide found that he was enrolled at Beacon Academy.

This proved a great challenge. Given that she couldn't get her hands on the remaining son of Alma through use of her forces, she'd have to do so more discreetly. That was when she was informed of a plot to overthrow the kingdom, and thus an opprotunity presented itself.

All it took was to offer arms and tech for their plans in exchange for taking the prototype alive, and the ATC could keep their hands clean while the criminals did all the work.

When she was finished going through the data, the CEO heard her personal scroll ringing. Checking the caller ID, she quickly answered it when she saw who it was;

"Hello, sir. What can I do for you?" she asked.

"I haven't received any updates from you as of late." came the sharp reply from the male on the other end. "Is the situation being handled?"

"Yes, sir. Vanek and his men are collaborating with the ones working against Vale's defenses. He should be reporting in within the next couple of hours." said Genevieve.

There was a calming breath over the line, "I could care less about what happens to Vale. What I do care about it your company's secrets becoming public knowledge and implicating me and mine. Be sure that that does not happen."

"You have nothing to worry about," replied the CEO, "Once we have what we need, anyone and everyone with knowledge of our involvement will be dealt with. There is always room for more test subjects for future ventures, after all."

"Very well. Contact me immediately when you know more." the man hung up. Genevieve set her scroll down and turned back to her computer, bringing up the image of the prototype that had been sent to her by her agents.

"You couldn't hide from us forever, Adrian Wade." she said with a blade-like smile, "It's only a matter of time before we have you again. And this time, we'll be sure you're locked away just like your mother and brother had been..."

X

Later in the evening, Adrian was on his way back to the dorms.

Hours after recounting every event and every detail of the incidents in Fairport and Auburn, along with answering any and all questions given by Ironwood, he'd been dismissed.

To say the General was uneasy and upset about what had happened during the operation, along with the discovery of Adrian's origins, would have been a grave understatement. The man wanted blood for what the ATC had done.

But the major issue was that there was no evidence to prove any of it. What data there had been was destroyed with the Origin facility, and any backups would have been wiped clean. And the only witness was someone that wasn't only considered AWOL by military standards, but could also be considered mentally unstable.

There was little to nothing anyone could do without solid proof, and when he informed the General that he had seen someone baring the mark of Armacham at the end of the firefight at the docks he became even more concerned.

For now he had been all but ordered to keep a low profile until things could be figured out. As for his enrollment in Beacon and his supposed death, Ozpin had easily solved the issue.

Given that 'Wraith' was marked as KIA, and Adrian Wade didn't exist until a few months ago, it was decided that he would keep his current identity as to stay out of sight and move on with his life.

Ironwood didn't have an issue with it, believing fully that the young man deserved it with what he had endured in his life. But he wanted to be updated on his progress since only he, Ozpin and Glynda were aware of his true identity along with Adrian's girlfriend Ruby Rose.

Rounding a corner and following the familiar path back to the room he shared with the rest of his team, he wasn't surprised when he felt Paxton come up and fall in step beside him. "You realize that they do not understand fully on how far Armacham will go, don't you?" the psionic asked. "General Ironwood as some idea, but I could tell that his mind was in too many places at once. He doesn't see the full threat."

Adrian only nodded, he could sense that the General was distracted even before the debrief. And the arrival of an entire Atlasian fleet meant something more than a simple escort for students and faculty.

"I sense caution and paranoia from the General." said Paxton, "Whatever he and Ozpin were discussing before your arrival was something of deep importance that they do not want anyone else to know about. You should not expect any aid from either of them."

Reaching the hall where the dorm room was located, the two brothers came to a stop and faced each other. "We need information, brother. We cannot hope to find out what Armacham is up to in Vale unless we do some investigating of our own."

Adrian knew that Paxton was right. But there was no information to go on that could lead to anything that could be used to their advantage.

The sudden vibration of his scroll caught the former FEAR operative's attention. Fishing out the device, he saw that the call was coming from a blocked number.

Curious, he accepted the call and put the scroll to his ear;

"Adrian Wade, or do you prefer to be called 'Wraith'." a digitized voice rasped over the line making Adrian's eyes narrow. "Yes, I know who you are. I also know that the Armacham Technology Corporation is hunting for you. I have information that you may find useful. Come to these coordinates and we will meet in person, come alone."

The line went silent when the unknown caller hung up, the scroll chimmed with an incoming message that showed an address for downtown Vale.

"Hmm, I suppose we have our lead." said Paxton, having heard the one-sided conversation.

Adrian kept his eyes on his scroll for a few moments longer before closing it up and slipping it back into his pocket. It may have been a possible lead, but it could also be a trap. Either way, he would get answers when he went to the marked location.

And if there were ATC forces waiting for him, then he could at least thin their ranks.

The psionic chuckled, picking up on his brother's thoughts. "Now that's the spirit, brother."

"Hey Adrian!" Both brothers looked up to see Ruby, Yang and Weiss coming their way.

Paxton took that moment to disappear just before Ruby ran up and hugged Adrian around the middle. "How'd everything go with Professor Ozpin?" she asked, looking up at him with other questions in her silver eyes.

[Everything went fine.] he signed back, moving his hands a bit closer so only that she could see, [I'll tell you later.]

"You seen Blake anywhere?" asked Yang, "She kinda ditched out on us in the library not long after you left."

Adrian shook his head, [Didn't see her.]

"Like I said, she's probably in the dorm." said Weiss as they all headed toward the room together. Ruby's hand taking Adrian's as they walked side by side.

The former FEAR operative did have a lot to tell her, but that would have to wait until they were alone.

A/N: Plot twists as far as the eye can see. And with so many people pulling different strings from behind the scenes, Vale is looking to be more and more like a future battlefield between different factions. Let's just hope Adrian and RWBY are ready for the coming tides.

Reviews always welcome! See you all next time!