A/N: Still hashing out the later details of this story, but I did get this chapter written in the meantime.

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About twenty months ago.

The Signal Academy workshop was a complete mess as Richter walked in. Half-destroyed parts were littered all over the floor. Several tables and chairs had also been overturned. All from the actions of a small thirteen-year old girl.

Ruby was not pleased to say the least, she currently had a screwdriver and was tinkering with a piece of machinery at the last standing work table. Her eyebrows were furrowed in a scowl as she looked like she was trying to finesse the tool into something. Richter heard the sound of metal snapping and Ruby immediately slammed her fist onto the table. With a growl of frustration, the petite girl tossed the piece of machinery into the wall.

"So…not going well I take it?" He tentatively asked.

Ruby stood up from her seat, "It's a bunch of crap!" She exclaimed. "These shifting gears should be compatible with each other, but when I put them together, the locking mechanism won't work for some reason!" She began pacing back and forth. "I can switch out the locking mechanism, but that would mean I would need to make new shifting gears and…!" She ended her rant with a frustrated grunt, taking her seat again and holding her head in her hands, tears beginning to form on the edges of her eyes.

Richter frowned in concern. Four months had passed since they entered Signal Academy and Ruby had yet to make her own weapon. Normally, that would be a big problem, but Ruby's uncle had lent her one of his earlier model scythes, just until she could make one of her own. Ruby wielded the damn thing like she had been using it all her life, her skills with the scythe came so naturally, he felt a little envious. However, all of that wouldn't matter if she wasn't able to make her own weapon by the end of second year's first semester and given that making a weapon could take months, sometimes up to a year. Ruby's window of opportunity was growing short.

The sounds of frustrated sobbing reached Richter's ears as he took the seat opposite of his petite friend.

"Ruby…" He spoke softly, trying to find the words of comfort she needed to hear.

She looked at him, tears streaming down her cheeks. "Why can't I do it Richter!? Why can't I get these parts to work?"

Richter grabbed Ruby's hands in response, surprising her, in truth it surprised him as well, but he didn't have time for that. "Listen to me." He gave her hands a squeeze. "You can do this. You're close to completing your weapon, I know it."

Ruby shook her head, "But you made Dyrnwyn before we even started at Signal! It's been four months and I still haven't been able to make a weapon!"

"I built Dyrnwyn for ease-of-use." Richter responded gently, "This weapon you're building is way more complex than what I can come up with." He gave her a smile, "The grimm won't know what hit them when you finish it."

Ruby looked at him tentatively, "You think so?"

He gave her hands a reassuring squeeze, "I know so. You'll find a way to make this work and when you do, this thing is going to be a terror on the battlefield."

Finally, Richter saw what he was looking for. The briefest of smiles crossed Ruby's lips. "Thank you Richter."

Richter winked at her, "You would do the same for me." He released her hands and stood up. "Come on. I'll help you clean up."

Ruby wiped her cheeks and nodded, tending to the task with a spring in her step. Richter was glad for that. As he went to grab a broom and dustpan he looked down at his hands. They felt strangely cold now, but just a moment ago they were warm, when he was holding Ruby's hands. He stared at his hands for a moment more before shrugging, grabbing the broom and dustpan, he'd worry about it later.

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Present Day

Richter smirked as the dark flames erupted around him. He felt something whizz past on his right and saw Ruby run for the Schnee. The red-cloaked girl had just barely raced ahead of the flames, grabbing the Schnee by her waist and pulling her to safety. He himself had nothing to fear from his own flames. They wouldn't burn him.

Not wasting any more time, the ex-huntsman grabbed his sword and leapt towards the rooftop Yang was occupying. He executed a horizontal slash aimed at the blonde huntress' collarbones, but Yang's quick reflexes brought her forearms up. Ember Celica took the brunt of his slash as she was knocked a far distance away.

The hairs on the back of Richter's neck stood on end, with Dyrnwyn gripped tight, he reflexively raised his right hand to the sky, bending it at the elbow. A moment later, something clashed against the blade instead of hitting the back of his neck. Glancing back, Richter saw what looked like a pistol, a blade sticking out of it in what looked like a sickle, it was attached to a greyish-black ribbon, which the amber-eyed huntress was currently wielding. She was in mid-leap, heading towards him fast, her eyes were wide with surprise, must not have been expecting him to block so fast.

Switching Dyrnwyn to pistol form, Richter fired a rapid series of shots at the amber-eyed huntress. She grabbed her sheathe and began deflecting them, although she was successful, it knocked her off of her original trajectory. Instead of landing near his back, he had managed to deflect her to land on his right by several meters, out of melee range. He watched as she immediately dropped into a fighting stance. Richter followed suit, shifting Dyrnwyn into sword-form and gripping it in both hands.

They charged at each other, weapons a blur as they exchanged multiple strikes. She was good, he was not able to find an opening and her strikes were quick and strong. However at one point, she momentarily lost her footing and slipped. Richter wasted no time and brought Dyrnwyn down in a slash that ripped her in half from left collarbone to right hip.

The ex-huntsman's eyes widened in surprise, not expecting that to happen, the girl's aura should have been strong enough to take at least one of those. The two halves of the amber-eyed huntress suddenly turned black and disappeared. Realization dawned on Richter too late as he felt the huntress' blade slide across his left cheek, the force of the blow sending him sliding back a meter or two. Thankfully, his aura took the hit, He eyed her more warily now. Was that her semblance? Some kind of shadow clones to try and throw him off it seemed.

They clashed again, this time Richter was ready for the girl's shadow clone tactics. Cutting up the shadow clones and blocking her counterattacks. Eventually, he got through her guard and landed a vicious backhand with his left fist on her left cheek, staggering her. Richter went to press his offensive, when she suddenly switched her gun to pistol form. He quickly took a step backwards, weaving Dyrnwyn in a complicated pattern that blocked the amber-eyed huntress' shots. She then pounced on him, blades flashing.

Again they exchanged a rapid series of slashes, sparks flying everywhere between them. This time though, Richter had a better grasp on her tactics and was able to counter or defend against them readily. He was landing more and more successful hits.

After getting hit with a roundhouse kick on the right side of her face, the amber-eyed huntress swung her sword at Richter's head and he crouched under the slash. She followed through with the swing, twisting around and exposing her back to him. He quickly struck out with Dyrnwyn, aiming for her back. With impossible speed, she brought her left arm behind her so her hand was at the base of her spine, where the sheathe she was holding blocked his sword. Richter suddenly felt pain on the left side of his jaw as the amber-eyed huntress planted her boot there. The force of the blow knocked him onto his back as he slid across the rooftop.

Richter snarled in frustration, he was about to roll back to his feet when he suddenly didn't feel anything under him. The short ex-huntsman looked down and realized he had slid off the edge of the roof and was now hanging in mid-air, right above the explosion he had initially created. A red blur zoomed up from underneath him, the blur coalescing into the form of Ruby. She had her scythe prepped for an upwards slash, her face scrunched up in a minor scowl. Richter could do nothing, but brace himself.

The scythe sliced into his back, sending him higher. The short ex-huntsman's aura had taken the brunt of Ruby's attack, however she did manage to make a quarter-meter cut. He winced and was about to try to right himself in the air, when he saw Yang coming in at high-speed from straight ahead of him. Richter swiftly placed his sword in front of him with both hands, blade angled towards the ground. A tenth of a second later, Yang punched the flat of his blade with all the force of a freight train.

Richter sailed backwards, flying above the rooftops, grunting in pain. The hit he received might have knocked him out of the fight if he hadn't of blocked it. A familiar sound filled the ex-huntsman's ears from above him and he looked up to spot Weiss Schnee crouched upside-down on one of her glyphs, ready to strike him down. Richter's eyes narrowed in thought, they were relentless in their assault, trying to keep him from getting his bearings and they were succeeding. Ruby's team worked really well together, he might have to pull out his trump card.

Weiss Schnee dove downwards from her glyph, rapier aimed for his torso. His body parallel to the ground below, Richter spun like a top to his left, dodging the heiress' strike. As she was passing by him, he lashed out like a viper with his right hand, smashing Dyrnwyn's handle on the back of her skull. She crashed hard into the ground below, cracking the concrete and lying still. He didn't have time to celebrate as the amber-eyed huntress began firing her pistol at him, racing across the rooftops to get closer.

Richter deflected the shots with his sword, although none of the shots got through, they did keep him stuck in mid-air. A single rose petal appeared at the top of his vision and the ex-huntsman reacted immediately, quickly switching Dyrnwyn to pistol-form and firing a blast of black-white aura the size of his torso at the amber-eyed huntress, forcing her to roll out of the way of it's path and subsequently, stop her from firing at him. At the same time, the recoil from the blast pushed him out of the way of Ruby's scythe as it cleaved through the air he had once occupied a quarter of a second ago.

Dark-brown eyes met silver as Ruby switched her weapon to gun-form, gravity began pulling the two combatants to the street below. The two exchanged a handful of shots, each bullet clashed in the space between them and was deflected. Richter touched down in the middle of a cross section, watching as Ruby used the recoil of a shot to gain some distance from him. The ex-huntsman analyzed her move, what was she planning?

Cold suddenly washed over his lower torso as he found himself stuck in a large section of ice. Richter looked behind him and spotted the Schnee performing a backwards somersault away from him, he grit his teeth in annoyance, sneaky, very sneaky. He could break out of the ice using his semblance all he had to do was…

"Bumblebee!" He heard Ruby call out.

Richter looked towards her, eyes full of confusion. "Bumble what?" The words had barely left his mouth when something hard smashed into the right side of his face, breaking him free from the ice and sending him flying to his left. The ex-huntsman felt himself break through a window, crashing into what appeared to be an office building. He felt his body tear through various furniture before coming to a stop, landing in a seated position with his back against a partially destroyed cubicle wall.

"Right…team attack names….." He said to himself, voice laced with pain.

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Ruby leapt through the window Richter had broken on his involuntary flight, Weiss hot on her heels. She knew her sister and Blake wouldn't be too far behind. That last attack should have done it.

To her surprise, Ruby found her old friend still conscious, struggling to get up. He had managed to stagger to his feet when she planted her scythe into the ground, sniper rifle aimed at his chest.

"Please stop, I don't want to hurt you any further." The red-cloaked girl said, although her voice was gentle, her face still wore a serious expression. Richter paused, his dark-brown eyes seemingly trying to look into her soul. Ruby heard two pairs of footsteps behind her, looks like her entire team was here now. "No more cryptic answers." She ordered, "I need to know…" She gripped the handle of her weapon a little tighter. "Why didn't you return to Signal? Why didn't you come back to us? Why did you leave….." She paused as she mentally reined in her emotions. Focus, she needed to focus.

Richter stared at her for a moment, "Ruby, you look at me and you envision a return to the good times at the academy. A time of simple joys and innocence." He closed his eyes and shook his head, "But I can no longer go back. That kind of world is out of my reach now." A sigh escaped his lips, "It would be better to just show you." His right hand went up to his face, covering it so Ruby could only see his right eye, which fixed her with a cold glare. "The reason I no longer have a place in your world."

Ruby and her team watched in horror as Richter dug his fingers into his face and then pulled, ripping the flesh off. Skin as black as the night sky was what was underneath the flesh, with eyes that had black sclera and irises that glowed orange, like miniature suns. Orange veins that looked like tiny rivers of lava wriggled around his eyes, snaking all the way to his temples. A few of the veins passed through his eyebrows and traveled up the length of his forehead, where his normally slicked back hair stood spiked up. The bandages on his forearms transformed into armored grey gauntlets, the tips of the gauntlets having sharp points. Richter's grey cloak flourished as he stood tall and pulsed his aura, which washed over Ruby and her team, forcing them to plant their feet to avoid getting knocked away.

Ruby couldn't believe it, this thing, this creature of the night that was standing before her, it couldn't be Richter. He was kind, compassionate and full of life, this thing that stood before her emanated none of those. It was almost like she was looking at a grimm, almost.

The flesh of his face still in his right hand, Richter reared back and let out a roar and suddenly Ruby and her teammates found themselves in the air. In the next moment, she felt something slice her midsection. She felt her aura flare up, protecting her skin from getting cut, but the force of the attack knocked her back out of the building, across the street, and into the wall of the opposite building. Ruby heard three more sounds of impact and realized her team had all been knocked back as well.

The red-cloaked girl stood shakily to her feet, when something sped across the street from the opposite building. It was Richter and his right leg was tucked towards his chest, ready to deliver a vicious kick to her face. Ruby knew she wouldn't be able to get crescent rose up in time and her aura was diminished from the previous attacks. If she got hit now…

A flash of yellow suddenly appeared in front of her and Ruby immediately recognized Yang's long blonde hair. She saw her sister hunch over as Richter kicked her in the abdomen instead. Ruby managed to roll away to her right just as Richter sent Yang hurtling through the building, crashing out the other side. The red-cloaked girl noticed with alarm the trail of blood that flew from her older sister's lips as she sailed backwards.

"Yang!" Ruby called out. Richter turned his attention towards her, but Blake and Weiss suddenly appeared at his sides, Blake on his left and Weiss on his right.

Blake began firing her pistol like crazy, while Weiss summoned multiple glyphs that fired aura blasts. Richter deflected Weiss' blasts with his sword, while he blocked Blake's shots with his left hand. Then with a flick of his right wrist, he generated a dark wave of aura with Dyrnwyn, Weiss took the full force of the wave, sending her flying backwards. He immediately turned to his left and repeated the action, achieving similar results as Blake was knocked away. Richter returned his attention back to her.

"Do you get it now?" He asked, his voice distorted, wrong. His left arm had holes in the armored gauntlets, and thin trails of dark-grey smoke lazily rose up from the bullet wounds Blake had managed to inflict on him. If it caused any pain to Richter then he didn't show it.

Ruby could only stare in horror, so this is what Richter had meant. This was why he didn't try to return. He had been transformed into some kind of monster, straight from her nightmares. There's no way he could go back to Signal or Beacon in his current state.

Mustering her courage, Ruby swung Crescent Rose up diagonally, but as quick as she was, Richter was quicker, leaning back to narrowly avoid the attack.

"That's it." He said to her in his distorted voice. "Do what you were trained to do."

Ruby launched into an offensive storm, her scythe a whirling tornado as she slashed at Richter over a dozen times. Richter was weathering the storm however, staring at her stoically as he deflected and dodged her slashes. As she continued to attack, the petite girl glared into Richter's orange glowing eyes. She expected to see the cold promise of death in them, like any monster, but instead she saw eyes of sadness and pain. Seeing those eyes caused her resolve to weaken which in turn caused her next swing to be a fraction of a second slower. Instead of slicing Richter in half with a horizontal swing, Ruby hit only air as her old friend had leapt over the swing.

Recovering quickly, Ruby shifted Crescent Rose into gun form and began to aim upwards, only to discover Richter was no longer there. As soon as her brain processed that, she felt something cut into her aura shield on her back. The impact staggered her forwards and she was suddenly greeted with the sight of Richter's left fist heading towards her chin. Ruby felt herself get uppercut into the air, then immediately slammed back onto the street when Richter buried both of his boots into her stomach. Stars danced in the red-cloaked girl's vision as she bounced off the concrete, body parallel to the ground and about a meter into the air. She then felt herself get choked by her cloak as something grabbed her hood and yanked hard.

"I'm sorry Ruby." Richter said, his voice barely a whisper.

Ruby found herself sailing backwards, windows, furniture, debris and other things whizzing by her eyes in a blur of colors and motion. She felt herself hit something hard on the back of her head and then she knew no more. The red-cloaked girl's last thought was wondering who had turned one of her oldest friends into such a monster.

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The color from Yang's face drained as she watched a familiar red blur crash into the ground in front of her. Richter's kick had knocked her through the building and into a park. The flowers, trees and green grass a stark contrast to the mess they were in.

"Ruby!" Yang cried out, doubling in pain as she held her abdomen. Richter's kick had been brutal and most of her aura was gone. She would need a little more time to recover. However, that was the least of her worries at the moment, her little sister was lying supine in the dirt, a dozen meters ahead of her. Silently, Yang pleaded for Ruby to be alright.

An explosion from the building she was knocked from caught the blonde huntress' attention as she saw Blake sailing through the air, body reeling from a savage hit she had taken. The disguised faunus bounced off the ground once before managing to land on her feet. Still, the momentum continued to slide Blake backwards and she slammed her sheathe into the ground, dragging a long line across the park's grassy field before finally coming to a stop, about twenty meters away from Yang's position.

Blake had been roughed up pretty bad. A trail of blood was running down her right cheek from a deep cut plus there were gashes on her right bicep and her left side, above the hip. Yang's partner was desperately trying to catch her breath as she kept her eyes on the building she was knocked from.

"Don't worry about me!" Blake called to Yang. A moment later, Richter crashed down a short distance from Blake, taking slow steps towards her. "Tend to Ruby!" With that, the disguised faunus dashed towards Richter, firing Gambol Shroud repeatedly.

Yang cradled the unconscious Ruby in her arms, blood was flowing down the center of her little sister's face and she tried to wipe it away. Meanwhile, Blake had closed the distance with Richter and was in the middle of a melee skirmish with him. Blake's sword clashed with Richter's and she immediately left a clone of herself in that position, Richter realized his mistake too late and the clone exploded. The transformed ex-huntsman staggered back, grunting in pain and holding his face with his left hand.

Blake swiftly maneuvered herself behind him, executing four quick slashes on his back in rapid succession before finishing with a sidekick to the base of his spine. Richter stumbled forward and Blake took to the air, rearing her sword back for a critical blow. However, the transformed huntsman turned around impossibly fast, snatching Blake's face with his left hand and slamming her into the ground. The impact formed a crater around the faunus huntress' body and Richter followed through by stomping on her stomach with his left foot. Blood ejected from Blake's mouth as she cried out in pain, the crater widened.

Yang picked up Ruby bridal-style and leapt away from the battle. Blake was in trouble, but she needed to get Ruby a safe distance away before she jumped in. She didn't want her little sister to get hit in the collateral damage.

As she landed, she spotted Weiss drop in a small distance behind Richter. The heiress' combat skirt was torn in several places and there was a nasty gash on her right leg. The beginnings of a nasty bruise were forming on her left cheek and smudges of dirt were all over her clothes and boots. Yang knew Weiss would never be caught dead in public looking like that, but at the moment, she had no choice. Their opponent was a nightmare.

Yang watched as Weiss extended her right hand, her index and middle finger pointed towards Richter. A circle of glyphs appeared around the transformed ex-huntsman and before he could react, countless ice shards began firing out of them. Richter was knocked back and forth constantly, the ice shards too numerous and too fast for him to defend against properly.

Richter must have realized his predicament, because he suddenly turned towards Weiss and charged, breaking through one of the glyphs. He grabbed his sword in both hands, aiming the tip of the blade at the heiress and picked up speed. The heiress mirrored his action, dashing forward with Myrtenaster pointed at Richter's heart. Seeing what was about to happen, Yang covered Ruby's body with her own.

The tips of the blades made contact and a powerful shockwave washed over Yang. The blonde huntress' hair was whipped into a frenzy. Just as soon as it came, the shockwave expired and Yang looked to see Weiss in the middle of a backflip. Yang's eyes widened in shock and horror to see Richter had not been slowed from that fierce clash at all, shifting his sword into pistol-form. The blonde huntress tried to shout a warning to her teammate, but she was too late. As Weiss completed her backflip, she was greeted by the sight of Richter's gun, nearly point-blank in her face.

And then Richter pulled the trigger.

A wide blast of ebony-colored aura shot out from his gun, completely engulfing Weiss' petite form. The blast continued for a good three seconds before expiring and Weiss' smoking form flew limply backwards to collapse to the ground a fair distance from Richter.

"Weiss!" Yang shouted, thankfully her friend moved slightly and groaned in pain, but she was still unconscious. The blonde huntress frowned, the heiress' aura must have completely spent itself to take that blast. Yang felt herself clench her hands into fists. She felt her aura surge through her as she activated her semblance. "Richter!" She roared.

The transformed ex-huntsman looked at her with his creepy glowing orange eyes, the veins pulsing on his face. As they made eye contact they both realized what their next moves would be.

Everything seemed to move in slow motion as Yang bent her knees and prepared to jump. Richter made a small leap towards Weiss, landing right beside her unconscious form. The blonde huntress leapt towards Richter, who was scooping Weiss up from the waist with his left arm. The blonde huntress reared her right fist back, preparing the strongest punch she could muster. She was so close to her target now….

Eight meters.

Four meters.

Two meters.

One meter.

Time seemed to resume it's normal pace.

Yang brought her fist forward with all of her might, aiming right for Richter's back. She felt triumph as her fist connected with something solid. The ground all around her cratered and various chunks of debris were flung all over the place. She pulled her hand back to admire her handiwork.

Only to stare at an empty crater, no Richter in sight.

The blonde huntress heard boots land a decent distance ahead of her and she looked up to spot Richter in a crouching position. He was still holding Weiss in his left arm and various bullet and slash wounds on his body were sending up thin trails of grey smoke into the air. The transformed ex-huntsman was also having trouble catching his breath. Yang snarled in frustration, preparing to give chase.

"Sure you want to do that Yang? Ruby doesn't look so good over there." He said to her, the way his voice distorted a bit disturbing. Yang blinked, glancing over where he left her sister to see Blake hovering over her. She watched as her partner looked at her, a frown on her face.

Yang clenched her teeth so hard she thought they might break before relaxing her fighting stance. "This isn't over Richter." She declared.

Richter rose to his feet, "I know it isn't." He gave his old friend a two-finger salute. "I'll see you soon." With that he leapt away, an unconscious Weiss in tow.

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A/N: I was going to make this chapter more brutal, but realized I should save it for the finale. Also need to figure out Richter's ultimate fate.

Thank you for reading.