Chief A/N: So I've been really motivated to write for Vanguard recently. So here's another chapter!

Chapter 27: What Lies Beneath

Deveraux slowly started to wake up, happy to see the sun was nice and high through SNTL's window on his day off. He and Grey had a nice encounter the previous night, and Dev simply passed out in her bed. He looked over the tangled gray mess of hair in front of him, his chest leaving Grey's warm, bare back and surveyed the room. Kira and Nabuya were still in their beds while Kris' remained empty, his wolf best friend probably sleeping in Victor's bed with him. Dev hoped that he and Grey weren't too distracted with their passion filled moment that they didn't see Grey's roommates.

The couple agreed to restart their relationship progress since Dev didn't think it was right to have already hit his limit without them actually dating. Grey was a tad upset at the decision, but agreed since she really liked Dev and wanted it to work between them. Dev looked down at the wolf Faunus lying next to him, her mouth slightly open and drooling on the pillow. Her left ear twitched a bit as he reached up and started to scratch behind her ear, his wolf girlfriend rolling onto her back and remaining asleep. Dev looked at the other two in the room, seeing that they were sleeping peacefully before he started to slowly pull the sheet him and Grey were sharing down.

He was careful not to wake her, slowly pulling the sheet down and exposing her large, bare breasts. Of course, he didn't stop there. He continued to pull down until he exposed the black panties she was wearing. That night, they reencountered second base, Dev loving to play with her large breasts and Grey loving it just as much. She was on the low side of a C-cup, but they were still nice and full as they sloped towards her sides since she was on her back.

Dev slowly brought his head down and kissed the top of her right breast, getting a small breath from Grey. He gently placed his hand on her stomach as he kissed the same spot, getting a small wiggle from her. He was enjoying watching the small smile work its way across her face as he toyed with her. He slowly slid his hand up and gently cupped her breast as he kissed her one last time. Grey finally woke up as Dev applied a bit of a squeeze to her breast, Grey wrapping her arm around his neck.

"Good morning Dev." Grey whispered as she started to stroke the back of his head. She didn't want him to stop, she was enjoying the feeling of him on her sensitive flesh. She didn't even care if Nabuya or Kira woke up to see this, as long as he didn't stop. She craved his touch after their time together during mating season, and now she finally got her wish. Dev slid back up and gave Grey a deep, loving kiss as he continued to squeeze and caress her breast.

"Good morning, Grey." Dev greeted when he finally broke the kiss. Dev laid against her, pressing her breast into his chest as he continued to grope Grey. Grey continued to stroke the back of Dev's head when their door opened and Kris walked in, the couple in bed completely visible. Kris froze while Grey looked away to hide her embarrassed face, only Dev noticing the look on Kris' face. She had a look of pain on her face, like she just caught Dev cheating on her.

Kris spun around and put her back to the two as she responded to them.

"Sorry! I didn't know you two weren't… decent." Kris called out, obviously a little embarrassed about walking in on them. This little outburst, of course, caused the others two wake up, seeing Dev and Grey pressed together with her breast in his hand. The two of them had deep red faces but didn't budge, almost looking like statues they were so still.

"Seriously? You two couldn't wait until we were gone?" Nabuya questioned as she sat up. Nabuya couldn't help but eye the two of them. There was a bit of a curse being bisexual, she basically found everyone attractive. Grey had a lovely set of tits on her and a sexy figure while Dev was nice and cut. Dev finally broke his statue mode and pulled the sheet over both of them.

"Sorry. I couldn't help myself." Dev apologized without taking his hand off of Grey's breast. The other girls rolled their eyes and started to get ready for the day. Dev got out of Grey's bed, revealing his boxers to the girls, and started gathering her clothes. Kris peeking out of the corner of her eye to seek Dev in all his glory, muscles and all. Dev was her first boyfriend, her first kiss and her first love. Deveraux would have been her first lover, but that was where he had to stop their relationship, saying that he couldn't because he viewed her as too much as a friend.

In truth, she still felt for Dev, which was why it hurt a bit seeing him in bed with Grey, even though she approved of the relationship. Kris pushed the thought aside, thinking of her current boyfriend, Victor, whom she started feeling that same, warm feeling she had with Dev.

"So, Kris, where's Victor? Figured you'd take your morning shower together." Nabuya pointed out as she gathered her clothes for the day.

"I don't know. He's been vanishing in the mornings lately…" Kris admitted as she grabbed her own clothes. Dev noticed the same things, Victor would sneak out of the room early in the mornings, but he understood the need for time to yourself. He couldn't help but think about Kris' question she had asked him, that if Victor would be faithful. He was sure Victor would never cheat on Kris, he was a faithful guy… hopefully.

Pyrrha walked the halls of Beacon with a towel around her body and her bathroom toiletries in her carrying case. Nora was taking far too much time in the shower, so she decided to use the communal showers that were placed throughout the dorms. They used the communal bathrooms when they first got to Beacon, and then sporadically throughout the year if their bathroom had to be fixed or if others were taking too long. Pyrrha's flip flops echoed through the empty hall since it was a Saturday and no one was really awake at 8:30 in the morning. She entered the bathroom, hearing a sink going off as she opened the door.

"Who else would be awake right now?" Pyrrha mentally questioned as she rounded the wall that kept people from peeking into the bathroom. As she rounded the wall, she spotted Victor with a towel around his waist shaving at one of the sinks. The door closed behind her, creating a small echo, causing Victor to look over at her. She noticed his eyes go a bit wide while his ears perked up, causing her to smirk a bit. Pyrrha walked over to him, hips popping a bit as she did, and took the sink next to him.

"Good morning Victor. Didn't expect to find anyone here so early." Pyrrha pointed out as she pulled out her toothbrush and toothpaste. She looked out the corner of her eye to see Victor kinda frozen looking at her. She kept her smirk as she could see the gears spinning in his head, more than likely visualizing her without the towel around her. "You're looking very well."

"Um… thanks…" Victor commented as he continued shaving. His main focus was way too spread out thanks to Pyrrha's arrival. He had to focus on shaving and not slicing his face, he wanted to focus on Pyrrha's sexy figure in a towel just an arm's length away from him, and most of all, and he had to focus on not popping an erection while he was standing in a towel. "You look good too, I mean, not that you don't always look good. Very… fit… toned… sexy."

Victor realized what he just said and felt his face get hot and more than likely turn a bright red. He slowly looked out the corner of his eye to see Pyrrha looking at him with a smile as she brushed her teeth. Victor quickly finished shaving and started brushing his teeth as Pyrrha leaned on the sink, sticking one leg out forward while the other bent. Victor couldn't help but admire her sculpted legs, showing the clear rewards of being fit and exercise. Victor forced himself to look away before anymore of his blood could rush south and embarrass the living hell out of him. Pyrrha spat and rinsed her mouth out before attempting to make small talk with Victor.

"So, what do you think the Insectosaurs have planned next?" Pyrrha questioned as she started cleaning up the sink. She didn't want to seem like she was trying to flirt with Victor, even though she simply was. From what she could see, Victor was either so dedicated to Kris that he wouldn't look at her, or he was trying to fight having a certain member of his anatomy from making an appearance. Pyrrha smiled as she finished cleaning up and headed to the shower stall behind her. Normally, she would step into the stall and toss the towel over to the hook on the door, but that was when Victor wasn't around.

This time, she dropped her towel, exposing her back and rear, and hung it up before stepping into the stall and closing the door. Victor didn't directly look at Pyrrha as she entered the shower, but the reflection in the mirror showed everything. Victor's jaw dropped as he saw, he hated to admit it but, Pyrrha's perfect ass. It had the perfect shape and the right amount of bounce as she walked, Victor's eyes glued to her rear.

"Dear Dust…" Victor muttered to himself as she closed the door to the stall. Victor finished his morning routine, happy that he showered before Pyrrha showed up. He walked out, his mind stuck on Pyrrha's just perfect rear end. Victor, admittedly, was an ass man, he enjoyed nice rear ends on women and Pyrrha definitely had one. Victor took a deep breath, seeing that Pyrrha was definitely getting bolder, that she really wanted Victor.

It's not like those feelings weren't able to be reciprocated, he wanted her too. Dust, he liked making his life complicated. He loved one woman and yet he was dating another. He knew the correct course of action, break up with Kris and start dating Pyrrha. Yes, it was going to break Kristine's heart, but it was better than lying to her about how he felt. He had to do it, or everything would just get a thousand times worse.

He finally got back to his room, seeing everyone was up and moving around. Nigel was at the desk, working on the weekend homework while Alexi sat at the table with Kira, the two reading while holding hands. He grabbed his clothes and went into the bathroom to change, luckily finding it empty so he could change. He stepped out and took a deep breath, happy that his mind was a little clearer. He didn't really have any plans for the day, so he made a suggestion for the group.

"Hey, how about we go visit the pups? It's been a while since we've seen them, and I want to check in on them." Victor suggested as he started lacing up his boots. The others looked at each other and nodded, agreeing that they should visit the pups. They rallied the rest of VAND and SNTL, grabbed their weapons, and headed into the Forest of Forever Fall. Alexi and Kira led the way since they were the only two that knew where the pups were living. SNTL knew about the pups, since Kira was the unofficial mother of the pups since she could connect with them.

It was a pretty short journey before the teams finally arrived at the Blackhound's home, the large cave in the Forest of Forever Fall. The teams stopped just outside, Kira barking for the pups to come outside. When the pups emerged from their home, the teams couldn't really call them pups anymore, since they were just about the size of cars. Apparently, the pups living under Alexi's bed is what kept them pretty small, a new, larger home caused them to grow up a lot faster.

"Holy shit." Dev commented as Fudge walked over to him and started licking his face. All of the pups maintained their individuality, Fudge being the fluffiest, Gwyn being the most armored, Hound being the most disciplined and Vanagandr being the smallest. Dev scratched at Fudge's ears as he continued "They're huge!"

"No kidding. You guys can probably ride your Blackhounds into battle." Victor commented as he pet Vanagandr, who came up to his hip. The Blackhounds jumped a bit and happily barked, seeing their owners coming to visit them. Victor jumped with them, adding to the excitement and causing everyone else to start laughing. Unfortunately, the excitement suddenly died off as the Blackhounds and the Wolf Faunus suddenly froze, their ears flicking back and forth. All of them started to dart around while everyone looked at them like they were insane.

"What are you guys doing? You look weird." Nobunka pointed out as she shouldered Mr. BOMBastic. The group stopped running in circles and faced one direction.

"Seismic activity. That way… not far off." Kristine exclaimed as she pointed. "Faunus have acute senses, we can feel the vibrations through the earth. But this isn't normal."

"No… something big is digging." Victor exclaimed as he pulled his axe off of his back. The group started heading in the direction of the digging, the Blackhounds leading the way. The group was a little uneasy since Vale was nowhere near a fault line, and it was common knowledge that the Insectosaurs used tunnels to get around. The continued walking for a time until they finally reached a large clearing, large enough to stage a massive assault on Vale. The Blackhounds started to lower themselves to the ground and growl, teeth barred towards the ground.

"Get ready… its coming." Grey pointed out as she took a fighting stance. No one knew exactly where to stand… until the ground started to shake and crack. At the edge of the clearing, the trees started to rise up and the ground split open as a massive Grimm broke through the ground and crashed in front of them. The Grimm was shaped like a snake, but had more of a dinosaur head with white carapace over its head. It had two large mandibles on the sides of its head that looked like it could tear through rock.

The Grimm was at least 15ft tall from belly to the top of the spine, but had to be nearly 70ft long. The main body had a large white carapace shell with three large scythe like arms on each side, similar to the Reapers or the Tank. The tail trailed off until it had a small, bone mace that looked like it was made up of vertebra. Four red eyes on the sides of the Insectosaur's head bounced between the new targets and let out a loud roar, revealing several rows of razor sharp teeth. The Grimm started to raise up, presenting its armored belly with the scythe arms pointed at them.

Nigel, Victor, Nabuya and Grey immediately raised their weapons and started to fire while the others shot off in separate directions to avoid any attacks the Insectosaur might use. The rounds, rockets and blasts barely seemed to phase the Grimm as it dove towards them, mouth and mandibles wide open to devour them. Everyone jumped out of the way as the Grimm slammed mouth first into the ground and started spinning, turning itself into a living drill and started burrowing into the ground.

"They use goddamn bugs to make their tunnels!" Alexi barked as he looked down the tunnel the Insectosaur had just made. It was a miracle of evolution that the Grimm had created other like this to serve such a purpose. Alexi continued "It's a fucking Tunneler!"

As soon as Alexi finished his statement, the Tunneler flew out of the same hole it just made, clipping Alexi and sending him flying. The Blackhounds circled the Tunneler as it crashed down, striking at the unarmored sides as the Teams focused on shooting at its face and keeping it distracted. The Insectosaurs seemed to have adapted thicker carapaces since none of the heavy weapons seemed to pierce shell. Luckily, they hadn't adapted for thicker skin since the Blackhounds had an easy time ripping into its black flesh.

"We need something harder to break through the shell!" Grey barked as she reloaded her broadsword railgun. They were not doing so well with this fight; the bug was too damn big and too damn strong for them to take on with just the weaponry they had on hand. They needed to find a way to crack through that shell, and they need it fast. Deveraux attempted to blind the creature by Blinking onto its head and shooting out its eyes, but once Deveraux grabbed onto the carapace, the Tunneler started to flail around, throwing him off. Victor charged the Tunneler's soft underbelly and slammed his axe into it, but it hardly even noticed as it dove at the Blackhounds.

Alexi stopped using his AK and started using the grenade launcher attachment, not really doing any better with his explosives. Kira was doing her best to shoot at the Tunneler's soft spots, but her .357 rounds weren't doing anything other than giving the Tunneler an itch. Kristine nearly constantly generated lightning bolts, but they seemed to just bounce off of the Insectosaur's carapace without doing any damage. Nabuya had an idea, not a great idea, but an idea one the less. Nabuya ran into an open area and fired several rockets at the Tunneler, gaining its attention.

"Come on, you overgrown worm! Eat me!" Nabuya barked as she fired another rocket, nailing it in the face. From what she could see, their weapons couldn't break through the thick carapace, nor could they do any real damage breaking through the skin. So the only other place they could hurt it, was on the inside of it. The Tunneler dropped onto its stomach and used its scythe blade arms to pull itself forward, sliding straight towards Nabuya. She took a knee and put her rocket launcher on her shoulder, taking aim at the Grimm, waiting for the right moment.

The group started firing rounds and blasting the Grimm as much as they could, trying their best to gain the attention of the Tunneler. The Tunneler then jumped up, opening its mouth wide to swallow Nabuya whole, who had a large grin on her face as she took aim. The Tunneler came down on her, swallowing her and the ground she was standing on. Grey's eyes turned a furious red as she aimed her railgun at the Tunneler, shooting rounds at the unarmored sections.

"You bastard!" Grey barked as she fired rounds. "You ate my friend!"

The Tunneler turned towards Grey and the group and was prepared to charge, but it then growled in pain. The group looked at the Grimm in pain as it started to writhe around in pain, Alexi noting the small bulges inside the Grimm's stomach. It was a minute before the Tunneler's side finally exploded in a shower of black flesh and dark red blood. Nabuya crawled out of the massive hole in the side, covered in blood and Grimm meat. Her team smiled at her, tears in their eyes as they ran to her with open arms.

"That… was the worst!" Nabuya barked as she dropped to her knees, Mr. BOMBastic falling to the ground by her side. Kira was the first to Nabuya, embracing her partner as the rest of the team hugged her. VAND and the Blackhounds let the team have their moment, moving to inspect the tunnel the Insectosaur left behind, making sure that nothing was going to be coming out of it.

"So, where do you think this tunnel goes?" Victor questioned as he stared down the hole, waiting for something to crawl out of it. The rest of his team was wondering the same thing; where did the tunnel go? Everyone knew that the Insectosaurs used tunnels to get around from place to place relatively undetected, but this was the first anyone knew about how the tunnels were made. Now they had a face to the source of the tunnels.

"No clue… you guys want to find out?" Deveraux questioned as he drew his dual revolvers. They were about to head down when Kristine called out to them.

"We're coming too!" Kristine exclaimed as her team joined them, even though Nabuya was still covered in filth. Victor nodded and turned his axe into his machine gun, having the Blackhounds go down first since they could see in the dark. The team followed, honestly, for the longest time… probably a little over a mile down at an angle. The Hounds started to slow down once a light was visible at the end, everyone readying their weapons in the event of an attack. They finally broke through the light, finding themselves in a ruined underground city.

"Mountain Glenn… the failed city." Deveraux exclaimed quietly, his dual revolvers out. There was once major difference with the city than other ruined cities; this one was home to a ton of Insectosaurs. Fliers flew around the ceiling of the city, even a few massive Flier that were about half the size of Atlas cruisers. Reapers ran through the streets, every once in a while sniffing the ground and running back through the streets. Soldiers moved, almost in formation, with the large Insectosaur Warrior that Team VAND had run into the first time they attempted to get to a tunnel.

"So… what do we do now?" Alexi questioned, keeping his AK up and level for anything that would come at them. It was a good question, since they had just found the Insectosaur Hive, and now they needed a new plan of action. Kira stepped up with an idea; reconnaissance.

"Here. I'll go in and see what I can figure out. The rest of you, remain out of sight until I get back." Kira stated as she started to move down the streets. Deveraux, Nigel and Victor looked around with extremely confused looks as Kira vanished into the city.

"What is she doing? She's going to get herself killed!" Nigel whispered in a worried tone. Alexi and the remainder of Team SNTL sighed, realizing they needed to tell them about Kira.

"Guys… Kira isn't… normal." Alexi stated as he lowered his gun. "She's… half Grimm. She can change shape into other Grimm. I bet she can turn into one of these Insectosaurs."

There was a long silence from the confused team, all of them looking at each other with confused looks. All of them eventually started to have looks of realization since they started putting the pieces together.

"Wow… that's… something." Nigel stated coolly. Victor and Deveraux simply nodded since they were friends with Kira and didn't want to see anything happen her. Nigel followed up with the question "Is this something we have to take to our graves?"

"Yes. We're the only ones that know… along with Professor Ozpin." Nabuya stated, finding a nice boulder to sit on top of.

"Right. So… now we wait."

Kira walked down the ruined street, focusing her energy into the one Insectosaur Grimm she could change into. Her form started to waver and grow, her body hunching over as her back turned into a hardened white bone carapace. A second set of arms emerged from her sides and started to turn into the bone mace hands, while her normal hands transformed into massive scythe blades, larger than the Tank she copied. A tail grew from her rear and a large bone mace grew at the end, dragging against the ground. She felt the final pieces fall into place, her entire form now changed into the Insectosaur Tank with one minor addition, two large tusks coming up from her bottom jaw.

She started walking down the street, hearing the Hive Mind as well as the smaller Insectosaurs that could channel the Hive Mind. She got to see more than anyone even knew the Insectosaurs were capable of. There were several of the Insectosaur Warriors walking around, but not all of them had the same bone blades as the first one. Some had large cannons for bottom arms with a large, grey sword and red whip-like appendage. Others had the same scythe blades that Reapers had with strange guns at their sides.

They were conical in shape with small divots on the sides with tubes that attached at the bottom and then to the Warrior's elbows. There was also a small change in them, they were now twice the size they were when VAND ran into them. Kira continued walking through the streets when something suddenly called out to her.

"You! Behemoth! Where is your group!?" a growling voice called lout to her. Kira spun around, earning a few growls and hisses from the Soldiers she nearly smashed with her tail. One of the Warriors approached her, this one wielding two bone blades and two hive cannons, with an unhappy look on his face. Kira simply stared up at the Warrior with a confused look, not sure about what to respond with. The Warrior simply grunted and started pushing Kira in a different direction. He grumbled "Idiot Behemoths. This is why you have a pen."

Kira chose to simply go with the Warrior's orders and go to this pen, as well as to get a better look of the Hive. She could see several of the large Fliers taking roost on the buildings that would support them, as well as the smaller ones taking roost just below them. There were a ton of Reapers running around the streets with Soldiers patrolling. There was a new Insectosaur that she had never seen before, and it was grotesque. The actual bug itself was about the size of two buses, bulbous in shape with six black legs that had white scythe blades.

The head was similar to the Tank's head, but it didn't have the white shell around its head. A white shell covered the Insectosaur's body, but that wasn't the terrible part. What really made the Insectosaur disgusting was the large, dark brown sac that had the bug's back four legs lifted up and was easily four times the size of the Insectosaur itself. The Insectosaur let out a large scream and part of the bag split open, three large blobs falling out covered in blood. Kira watched as the blobs slowly stood up and shook themselves off, revealing them to be newborn Tanks.

Kira wasn't able to see much since the Warrior continued pushing her towards the pen. They arrived shortly to the pen with three other Tanks simply lying there and eating whatever creature that was caught for food. The Warrior shoved Kira into the pen, that seemed like it was built out of fallen trees and a decrepit building. Kira counted three Tanks, two eating some other Grimm creature while the third simply remained lying in a pile of leaves and rocks. Kira joined in with the two, trying to figure out what the Tanks were eating.

To Kira's horror, she saw the head of the Grimm they were eating; an Insectosaur Rex. Kira was horrified to see that the Insectosaurs were resorting to eating each other for food. She turned away from the two eating their fellow Grimm and went to the last Tank, one that was simply resting. She quickly noted the Tank had the right side of its face missing, the bone darkened from clear abuse from the elements. All Kira could think about was that Tank being the one Grey killed, blasting a hole in the exact same side of the head this one had a scar on.

Kira chose to lay in a spot for herself, waiting for her chance to get away and give her report. Kira simply watched as Soldier groups came by, dropped off a Tank and took another for a patrol. There was one thing Kira noted that chilled her to the bone. There was a warrior that stood at least 3 stories tall and had a large, sharp horn on its head. It had four blades that hung loosely at its side, held on a belt that was brown and wet looking.

The massive Warrior said nothing to any of the troops, just walked as they parted and got out of its way. Kira knew that this creature had to be the one in charge, the owner of the cold, dark voice she had heard when they investigated the first tunnel. Luckily, the Warrior Lord walked by without noticing her, which she was perfectly fine with. It was a bit longer before it was her turn to go out on patrol, the Soldiers giving commands, eerily reminiscent of Atlas tactics. They walked around the edge of the nest, Kira taking up the rear of the formation.

Luckily for her, the Soldiers didn't seem to care if Kira stopped following them or not, so she was able to slip away once she was near where her friends were. She slowly changed form, pushing her Hunger aside as best she could, and returned to her friends, who seemed eager to hear her news. Kira gave her news, focusing mainly on the birthing bug, the Rex being eaten and the lead Insectosaur. Everyone looked very worried about what Kira said, but all of it was useful information.

"Why would they be eating each other? It doesn't make any sense." Nabuya questioned.

"It actually does. What role does the Rex fill now that they aren't solely living underground? It seems like the bugs can adapt new species. These bugs… they're just the pinnacle of life." Nigel admitted. Everyone was a tad uncomfortable with that phrase, mainly since it was very true. The Insectosaurs could adapt almost everything about themselves for the sake of survival, and as it appeared, for conquest as well.

"Come on. We're getting out of here. We need to let someone know about this." Victor stated, making his way into the tunnel. Everyone nodded and followed suit, ready to deliver the big news about the Insectosaurs.