I want to start by apologizing for the very late update, this chapter gave me a serious case of writers block while I tried to think of a good way to tell about the past for various characters.

Disclaimer: I don't own RWBY


RWBY Leviathan Dorm

Team RWBY and JNPR were sprawled out across the room various locations as they waited for the day to end. Blake, Sun, Ren and Nora were all sitting on the couch watching the TV, Weiss and Neptune were sitting in the chairs on either side of the couch, while Yang and Ruby sat at the table playing Remnant: The Game, with Jaune as Leo was laying on the floor near the desk. He had his vest off and was sleeping in the sun light from the window. Ruby was constantly glancing down at Leo's shoulder where his missing arm would connect. There were various wires and latches that had been disconnected.

Yang caught Ruby starring down at the massive Faunus and snapped her fingers in front of Ruby's face. "Oi, don't stare, it's rude." She said as she shuffled through the cards in her hand.

Ruby's attention snapped back to the game and Jaune gave her a weird look. "You've really never seen someone with prosthetic limbs before, Ruby?" Jaune asked as he moved a Nevermore towards the location of Vale.

Ruby turned to the blonde captain. "No, I've seen people with fake limbs before. Remember Mercury had fake legs from the knee down." Yang visibly twitched at the mention of the grey and black assassin that had assisted in her being condemned to the wilderness. "But I never knew how high-tech they could be! Mercury just had two shotguns attached to his legs that worked as supports and weapons. Leo has the ability to move his fingers and shift from active to dormant with a simple movement of his arms!" The small red huntress was practically drooling as she scanned over Leo's remaining arm, which was uncovered and laying palm up on the floor.

Yang sighed. "That's right, you've got that thing with weapons don't you, I had forgotten." She said as she laid down a card with Ozpin on it, and knocked over Jaune's Nevermore.

The Leviathan shifted to one side causing the pieces on the board to slide to the left. Yang and Jaune mumbled some inaudible curses as they shifted the pieces back into place. Yang turned to Ruby's seat and saw that her sister was gone. Yang turned to Leo and saw that Ruby was kneeling near his torso. "Ruby, it's your turn." She saw Ruby turn her head and reach out for the opening on Leo's shoulder where the arm connects. "Ruby, leave him alone!" Yang said as she began to walk towards her.

To late. Ruby was tracing the clockwork patterns on the opening and brushed one of the wires that was sticking out. Leo's entire body jerked as his eyes flew open. Turning quickly his remaining hand wrapped around Ruby's neck and pinned her to the floor in an instant. The loud thump from Ruby slamming into the ground alerted the rest of the room to the commotion in the back. Leo was barring his fangs and had murder in his eyes. Ruby had genuine fear of the large man before her, when suddenly Leo relaxed and released her neck. Turning to the rest of the room he noticed that the rest of the occupants had drawn their weapons.

Leo stood and walked to the nearby desk and began to examine his shoulder here Ruby been touching. Yang watched Leo with a cautious stare before hauling Ruby to her feet. "I told you not to bug him while he was sleeping." She said as she tuned back to the game.

Jaune turned to Yang. "Did you know that he was going to do that!?" He asked as he slowly lowered his sword while throwing a scarred glance at Leo.

Yang shook her head. "Nope. Just didn't feel like bugging him while he was asleep." She said as she picked up her cards.

Weiss walked over to the small group and turned to Ruby. "What just happened!" She demanded from Ruby.

"I don't know! I was looking at his shoulder and he just freaked out!" Leo looked back over his shoulder at Ruby before returning to checking for damage.

Weiss turned to glare at Leo. He was turning a dial on his shoulder that was retracting the wires back into his torso. "And you! What makes you think that you have the right to assault my friend?!"

Leo turned to glare at the small white haired girl. "I thought that she was attacking me." He said simply. The rest of the room was filled with a tangible sense of disbelief that Ruby could so easily harm the giant Faunus.

Weiss's glare intensified when she heard the mans response. "So you think that you can attack her for simply brushing your shoulder!?" Weiss yelled, the condescending tone never leaving her voice.

Leo raised his arm to his shoulder and pointed at the wires that were now drawn back into their socket. "Each wire is connected to my nervous system. They all allow me to feel things through my false limbs without having to touch it to real skin. The blue and white are for heat and cold, the yellow is for electricity, the green is for texture and general feeling, and the red is for pain. When your friend brushed the red wire she sent a jolt of pain directly to my nerves."

Ruby's hands flew up to cover her mouth as Weiss continued to argue with Leo. "I find it very hard to believe that Ruby could cause you much pain with your massive size!" She yelled as she got in Leo's face.

Now Leo yelled back. "Maybe you didn't hear me! When pain is sent straight to the nerves, it doesn't get filtered through aura, or and form of resistance! It may not have caused damage, but when you are completely unprepared for the pain it can cause a instinctual reaction!" Leo and Weiss's faces were now only mere inches apart, as the two were glaring daggers at each other.

Yang stood up and tried to slip between the two before it could escalate to anything physical. Ruby walked over and pulled Weiss away, then looked up to Leo. "Sorry for hurting you. I'm a big fan of weapons and I wanted to look at yours." She said as she frowned and turned her head to the floor. Weiss looked at Ruby shocked before exhaling sharply and walking back over to her chair.

Leo looked down at the two sisters and sighed. "And I'm sorry for grabbing you by the neck." He said as he stood and started for the door to team JNPR's room.

"Wait!" Ruby said as he reached for the knob. Leo turned to look over his shoulder and saw that Ruby had followed him to the door. "How did you lose them?"

Yang slapped herself in the face when she heard her sister. "Ruby! You can't just ask someone that! He probably doesn't want to remember it!" She said as she dragged her sister away from him. "I mean really! We just met him a few days ago, we don't know anything about him."

Ruby's eyes lit up. "That's it!" She shouted.

Yang tuned her head to where she had been holding Ruby and saw that she had wiggled out of her grip and ran back over to Leo. She grabbed his remaining arm and dragged him over to the rest of the rooms occupants. She shoved him down into a chair and turned to her friends. "Were going to share all of our pasts!" She shouted with a big grin on her face.

Everyone in the room looked back to what they were doing as they all synchronized with one word. "No."

Ruby frowned. "Aww, come on guys! We've known each other for a few months now, we've been in life threatening situations together! Even Leo's been with us for at least one of them, but we still know next to nothing about each others pasts!"

Blake turned to her leader. "Ruby, some people don't like their pasts. There can be some pretty dark things in someone's past, things that shouldn't ever be brought back to light." She said as she looked back to her book.

"But we all know your big, dark secret!" Ruby said. Blake's eyes shot to Ruby with a glare. "We all know that your a F- Mphf!" She said as Jaune's hands clamped over her mouth. Blake was silently fuming over the fact that Ruby had almost revealed her secret again, this time to a complete stranger.

"Relax, Leo already knows that shes a Faunus." Yang said as she dragged a chair over to the group and sat down beside the TV.

Everyone's eyes locked onto Yang and Blake, who now was starring at Yang with a expression that was a mix of shock and fury. "You told him?" She half shouted as she started to stand, before being pulled back down by Sun.

"Nope." Yang said as she rested her chin on her fist.

Blake's eyes scanned the people present in the room. "Then how'd he find out? Who told him."

"No one told him." Yang said, starring at the two Faunus that were now starring at her.

Blake turned her head to face Leo who was sitting in the chair beside Neptune with a spaced out look on his face. She focused on his form and quickly caught sight of something waving back and forth beneath him. Looking down at the moving object she saw that it was a Lion's tail waving around beneath him. It quickly dawned on her how he had found out.

"It was his nose." Sun said as he focused on Leo's face.

"Yep. Told me about it back on the island." Yang said as she turned to hit Leo's shoulder to grab his attention. "Said it was something about Faunus and humans having a distinct scent."

Neptune turned to Sun with a confused look on his face. "You can tell someone's race by smelling them?" He asked.

Sun nodded. "Most Faunus have a nose powerful enough to determine what species a person is, In Leo's case it would appear that he is a cat Faunus like Blake. That base has incredible eyesight, enhanced sense of smell, and improved reflexes." Sun said as he turned to Blake. "Other types of Faunus have varying abilities that only their base have."

"Like what?" Jaune asked as he took the seat beside Yang.

"My base is a monkey. Monkey base Faunus can use their tails like a third arm. Velvet is a rabbit base, I haven't seen it myself, but that is usually accompanied by increased leg strength." Sun said as he waved his tail around and grabbed a drink from the table before him.

"So there, now we all know that your a Faunus. Moving on, I am actually curious about some of your pasts." Yang said as she eyed Nora and Leo.

"OH! I'll tell you my past if you tell me about your time on the island!" Nora shouted with an excited look on her face.

Yang grinned. "Alright, but you go first."

Nora leapt to her feet looked around the room before getting into an exaggerated stance. "Alright, this is the story of how Ren and I made it to Beacon!"

Ren gave a deep sigh as he turned and placed his face in his hands, ready to correct the exaggerations that Nora would spin.

"It was midnight and the sky was dark and stormy!"

"It was noon and the sun was out."


Ren's Home

"REN!"

Ren woke with a start as he turned to look over his room. Seeing no one he stood and walked to the window to see Nora standing in the yard below with a big grin on her face. She had a large bag in one hand and a pair of letters in the other.

"We made it in!" She cheered as she raced inside his house.

Moving on instinct Ren dove into his closet and threw on his green tailcoat and his white pants. Walking out of his closet he saw the knob on his door turning as Nora burst into the room. She pulled him into a big hug and handed him one of the letters. Opening it he saw that it was a letter of acceptance to Hope academy, the nearby combat school that the two had applied to earlier that year.

Ren smiled. "It would seem that they were impressed by us." He said as he turned the paper over in his hand. He continued to read the note and go over the list of required supplies. His eyes widened slightly when he reached the bottom. "Nora, it says that we need to have our weapons ready by orientation! That's in less than a week!" He shouted as he scrambled over to his desk to grab his wallet.

Nora gave him a confused look. "What are you doing Ren?" She asked as she him grab a pair of keys from the wall.

"I'm going to go buy the parts to build my weapon!" He said as he opened the door. He started out before a pair of hands dragged him back inside and shut the door. Ren looked to his old friend with annoyance. "Nora, we don't have time to play right now! We need to hurry and-"

Nora covered Ren's mouth with her hand and grinned. She turned and lifted the large bag she had been carrying and poured it's contents onto the floor of his room, causing screws and springs to bounce everywhere. She turned back to at Ren. "I already got all the parts we will need!"

Ren looked at the pile of parts with a mixture of shock and relief, then turned to Nora with a calm smile. "You really thought ahead this time didn't you."

She grinned and pulled a sheet of paper out from behind her. On the paper was several drawings of a hammer with countless arrows directing the length and height of the weapon. The sheet had one word on it in the bottom right corner.

'Magnhild'

Ren looked to his friends sheet with a smile before opening the top drawer of his desk to pull out a sheet of his own, this one adorned with the images of a pistol and a blade. The word in the bottom right on this sheet read, 'StormFlower'

Nora looked down at the paper with a perplexed look on her face. "But Ren, your terrible with swords and knives! I thought you wanted to stay at a range and provide covering fire." Nora said as she looked over the design.

"We need to have some kind of melee weapon Nora, if I only use a pistol then when something attacks me at close range I'll have nothing to defend myself." Ren said as he began rummaging through the pile of scrap.

Nora starred at the design for StormFlower before snatching it away from Ren and grabbing a pen. "Nora! What are you doing?! Give that back! Don't draw on my design!" Ren said as he tried to grab the sheet from his friend.

Nora quickly finished her changes to the weapon and turned back to Ren. "There." She said and handed the sheet back to Ren. She had erased the sword and drawn a second pistol, and added a vertical bayonet to each pistol. Ren looked at her with a confused look on his face. "I've seen you fight before Ren, remember when we were younger, and those bully's had cornered me? You beat all of them with your hands, but when you took one of their swords, they crushed you!" Ren's turned back to the new blades on the guns. "You fight with your hands Ren, these will be better for you, as opposed to learning an entirely new style."

Ren looked over the designs again and smiled. He looked over at Nora and spoke. "I never would have thought to use the blades like this. What about you though? Where's your ranged weapon?" He asked as he looked over the design for Magnhild.

Nora pulled a second sheet from her bag and showed it to Ren. On the paper was the same name, but the staff of the hammer had been compacted down into the stock of a grenade launcher, while the blunt end had slid back to reveal a barrel. There was a second diagram that showed the barrel and the metal around it flipping down to reveal a larger launcher with slots to fire the entire clip.

Ren reached into the pile of scrap and withdrew a black pistol casing. He examined it with a frown before Nora tossed him a can. Looking at the cylinder in his hand he saw that she had given him a can of green spray paint. He looked back to her to see that she still had her big grin. "Green is more your color, don't you think?"

Ren laughed and looked back to the can of paint. "Yeah, I guess it is."


3 Years Later

Ren sprinted down the halls of Hope academy trying to find Nora, sirens were going off across the school as the Grimm flooded the campus. Passing a window Ren could see the courtyard that he and Nora usually had lunch at was flooded with Ursa that were fighting the teachers. Pressing on he reached his locker and tore it open to retrieve StormFlower. Ren could hear a low whistling and he dove to the left just as all of the lockers around him were impaled by Nevermore feathers. Looking back out the new holes in the wall he could see the sky was filled with Griffons and Nevermore.

"REN!"

Turning to look down the hall Ren saw a rather distressed looking Nora sprinting towards him, Magnhild on her back.

"REN! Thank god your okay!" She said as she dragged him to his feet. "It was horrible Ren! I was in Grimm studies when the alarms started going off! Then as we were leaving the class for the bunker a Ursa Major burst through the wall and attacked Professor Stone!" Nora was panicking as she rambled on.

Ren grabbed her by her shoulders and gave her a good shake. "NORA! Focus! Tell me whats happening!" He shouted. Ren had been in the library on his free period and had heard a commotion outside the doors before Professor Olive had burst through them while riding a King Taijitu. Thinking quickly he ran from the library and saw that there were many other Grimm in the school as well.

Nora focused her stare on Ren's eyes. "While Professor Stone held the Ursa off the students began to evacuate, we were almost to the shelter when we encountered a pack of Beowolves. Without our weapons and with no teachers around it was a slaughter for any student that didn't have an unlocked semblance!" Nora was beginning to hyperventilate as the panic was quickly returning.

Ren saw this and shook her once more. "Nora! We're going to be fine, now I need you to calm down!" He said as he looked up and down the halls for more Grimm before dragging Nora down one of the empty halls.

"Ren!" Ren stopped and looked at Nora, who had tears streaming down her face. "They killed Mirage!" Ren's eyes widened as he slowed to a stop in the middle of the hall. Mirage was Nora's older brother and the one who had given her the idea of using a hammer as a weapon. Mirage had graduated from beacon four years ago and had returned to their little village in the mountains to train future hunters. He had encouraged Nora and Ren to apply to Hope and had given each of them a good reference. Hearing that a trained huntsman who had graduated in the top fifty of his class had been killed made Ren seriously reconsider his chances of survival.

"How?" Ren asked and Nora looked up to him while trying to wipe the tears from her eyes. "How did he die?"

Nora sniffled slightly before speaking. "When the Beowolves attacked the students Mirage appeared and began to kill them, for a second it seemed like we were going to reach the bunker before he turned and told all of us to run. His face was more serious than I have ever seen, and it scared me to see him like that. Next thing we knew there was a violent shaking and a cloud of dust burst out from the bunker."

"The bunker collapsed?!" Ren said with a great deal of surprise in his voice. "That thing was built to withstand a stampede of Goliath's!"

Nora nodded. "Yeah, but evidently not built to withstand attacks from below. From what I could see, some creeps had dug into the bunker from a cave below the school. Mirage told everyone to run while he held them off, but as soon as we started to run the Nevermore attacked the school. The feathers tore through the walls like they were paper and killed several students. One of the feathers had caught Mirage while he was fighting an alpha and it cut pretty deeply into his back."

Ren grabbed Nora by the hand and began to lead her away from the Grimm, as her extreme grief over his death would only attract more Grimm.

"The students who could just ran, leaving behind the injured students in favor of saving themselves, and I watched as the alpha my brother was fighting used his injury against him. It attacked relentlessly while calling more of its comrades to attack from his sides, he was overwhelmed in an instant and the Beowolves tore him apart!" Nora slid down onto her knees, not even noticing the pain she encountered as she slid to a halt.

Ren turned to look at his fallen friend and knelled down to meet her eyes. "Nora, we need to keep running!" Ren said as he tried to pull her to her feet. She shook her head and remained on the ground. "Mirage gave his life so you and the others students could escape! If you give up now then he will have died for nothing!" Ren yelled.

*Growl*

An icy chill ran up Ren's spine as he spun to meet a Beowolf with StormFlower's blades. Slashing upward he cut the beast's right arm off before laying into it with pistols. Turning to look down the halls he saw that he had led them into the middle of the history hall, which was filled with the corpse's of fallen students and teachers, and dozens of Beowolves. Pressing his back to the wall he hoped that the Beowolves hadn't seen him.

No such luck. Ren could hear the clawed paws hitting the ground as they raced to where the other had just died. Rounding the corner they saw a decaying corpse of a Beowolf, and the two students huddled against the wall a little farther away. They let out a loud howl to alert the other Grimm in the area to the prey they had just found.

"Nora! We need to Run!" Ren yelled as he dragged the girl to her feet. They ran back down the hall, turning at the destroyed cafeteria and running to the gym. Reaching the doors Ren threw them open and moved Nora to the wall, thinking quickly he slammed the door shut and grabbed a nearby push par and barred the door, hoping to keep the Grimm out. Moments later there was a banging at the doors as the metal doors started to cave inward.

"That's not going to keep them out forever." Ren said as he turned to look around the Gym for an exit. The Gym had been destroyed by the invasion, as there was a massive hole in the wall that led to the outside courtyard, the far wall had been damaged and there was frayed wires and burst pipes spewing water everywhere, and the wooden floor of the gym that they had used for combat practice had been torn apart. Running to the hole in the wall Ren could see that the courtyard was mostly empty and that the teachers that were fighting outside previously were now scattered around the area in chunks.

He would have thrown up if this had happened after lunch. Turning back he noticed that the pounding on the doors had stopped. The metal doors that led to the Gym were damaged, but held strong and refused to fall to the Beowolves attack. He sighed. "I guess they-" But he was cut short as the walls around the door crumbled and caved inward. The doors had held strong, but the stone walls around them hadn't been as reinforced. Shielding his eyes from the dust Ren heard a low and deep growl and brought StormFlower up to block an attack from the Beowolf before him.

"Nora! I could use some help here!" Ren yelled as he was forced back by the sheer force of the blows. Bringing its claws back as far as it could, the Beowolf swung forward and threw Ren against the back wall. He grunted in pain as he slid down the wall to the destroyed floor, his impact causing the frayed wires to fall and connect with the water, electrifying it.

Nora rose to her feet and flipped Magnhild into its hammer form before slamming it into a nearby Grimm, causing the unlucky beast to go crashing through the wall. Flipping Magnhild back into its grenade launcher form she proceeded to cover the pack in explosions before stepping back to scan for surviving Grimm. A deep and loud growl was heard throughout the Gym as a very large Beowolf walked out of the pink smoke. It rose to full height on its hind legs and roared at the two students.

Nora was mortified when she saw a large Katana sticking out of the side of the Grimm. "Y-your the one who killed Mirage!" She shouted as it crouched down and barred its fangs at her. Swinging Magnhild at the Grimm proved ineffective as the alpha brushed it off and quickly slammed the back of it's paw into Nora, sending her flying. Nora cartwheeled through the air as she fell towards the electrified water.

"NORA!" Ren yelled as he watched his friend fall toward certain death at the hands of the deadly water. With a splash Nora hit the water and tensed before screaming. After a moment the screaming died down and Ren looked down at the ground in despair. "Nora... No."

"No what Ren?"

Ren's head shot up so quickly that he felt his neck crack. Nora was sitting in the pool of water with bolts of electricity jumping all over her, but she was completely unharmed. She looked back at him in confusion then looked down to see that she was covered in electricity. She quickly tried to brush them off before more took the place of the ones she touched.

"Ren? Whats happening?!" She asked in a panic.

Ren was starring on in shock before it hit him. "Nora! That's your semblance! Use your Semblance!" He shouted as he grabbed StormFlower and began to fire upon the alpha. Nora could feel her muscles growing in power as she rose to her feet and grabbed Magnhild. She began to grin as she leapt forward to swing at the alpha. The Grimm brought its paw up to block again, only for Nora to swing right through it and tear the arm off with the hit. The Grimm staggered back as Nora hit it again in the knees causing it to fall flat on its belly.

Nora stood at its head and starred down at the alpha. "This is for Mirage!" She said as she sent a heavy electric charge to Magnhild and swung her hammer straight down with all her might. The hammer connected with the beasts head and smashed it, and the floor, to bits as the room began to collapse. Panting, Nora drew back her hammer and placed it on her back. Ren walked over to her and grabbed the Katana that was stuck into the Grimm's side.

He looked to Nora. "I'm sorry about Mirage, I know he meant a lot to you." He said as he turned to hand her the sword. The room began to shake as several Ursa Major broke through the side wall with a loud roar. Ren drew his weapons and aimed them at the Grimm. "Just when I though we might escape this place."

He waited for the Ursa to charge, before he heard the loud hum of an engine, followed by the sounds of a mini-gun revving up. Ren grabbed Nora and threw her to the floor as the Ursa were chewed apart by the guns of a Bullhead that had appeared at the window. The craft turned to the side and the door slid open revealing a woman with blond hair and a riding crop standing before them.

"Hurry!" She shouted as she waved her riding crop, causing the debris around them to form a bridge to the Bullhead. Ren and Nora looked at each other before running to the ship. Upon boarding the craft it lurched as it took to the air, trying to distance itself from the destroyed school. Ren looked out the window and saw the damages from the sky. The entire academy had been decimated. The forge, where they had made weapons and ammo was on fire, as was a great majority of the main building, the courtyard was littered with corpse's, and the whole school was crawling with Grimm.

Ren turned to look at the people in the Bullhead with them. Other than the blonde woman, a solider, and the pilots, there was a man with grey hair, a coffee mug and a cane with a trigger on the handle. He was wearing a green suit and had a pair of black glasses over his eyes. He had a solemn expression on his face as he spoke into his com-link.

"How many did we get Qrow?"

"Counting the two you guys just found? I'd say we saved about thirteen students and one teacher." The voice on the other end of the Com was scratchy and sounded like the man had just woken up. "Out of the student body of over five hundred, and a teaching staff of close to a hundred, I'd say that this was a complete failure."

The man in green let out a frustrated sigh as he spoke back into the Com. "Oobleck, Port, what of the status of the village?"

The next voice that Ren heard was one that sounded hearty, and like it came from a large man. "The whole village is in ruins Headmaster, we've done what we could, but we haven't been able to find any survivors yet!"

"Indeed! I don't understand why the early warning systems didn't alert the military and the school about this attack sooner! What caused it to go down and allow the Grimm to attack the city?" Said another voice, this one sounded like the man behind it hadn't slept for a few years, and was running on absolute caffeine.

"What about Mirage Valkyrie? Did you find him at the estate? He has the ability to protect the city just as you do!" The man in green said as he turned back to the students in the Bullhead, noticing the familiar Katana in Nora's hands.

The caffeinated voice spoke through the Com. "I was just there! The whole estate is leveled, I found the corpse's of the parents in the yard, along with several others that I couldn't identify!"

The man in green studied the Katana in Nora's hands. The blade was incredibly massive, being close to six feet long, and had fresh blood on the hilt and lower part of the blade. 'Grimm don't bleed...' The man thought as he strode over to the two students that they had saved. He knelled down and met eye to eye with Nora and spoke.

"Everything is alright, your safe from the Grimm now. I am Professor Ozpin, Headmaster of Beacon Academy. If I may, where did you get that blade?" He asked as he admired the craftsmanship on the blade. "That blade closely resembles 'Moon Cutter', the sword used by one of my favorite students. Would you happen to know what happened to the owner of this weapon?" He asked.

Nora looked to the weapon in her hand. 'Moon Cutter... So this man knew my brother.' Nora looked up to Ozpin with a sad look on her face. "You knew my brother? You knew Mirage?" She asked.

Ozpin's eyes widened slightly in surprise. "Yes. I knew Mirage. He was in the last class that I taught personally. He had spectacular grades and was quite good with that blade. His semblance was one of the most terrifyingly powerful abilities I'd ever seen, with the ability to summon hurricane force winds on command, the wind was his true weapon." Ozpin said as he rose to his feet and planted his cane firmly on the floor.

Nora looked back down to the blade and Ren looked up to Ozpin. "Mirage was killed while saving a group of students from an alpha. We retrieved his sword when we killed the alpha that the sword was impaled in." Ren said as he placed his hand on Nora's shoulder.

Ozpin's expression grew darker as he tilted his head down. "I see. My condolences. Glynda, have my assistant prepare a place for Mr Valkyrie in the Hall of Heroes when we return."

Glynda nodded and waved her riding crop, causing the blade to float out of Nora's hands and into the air. A thick cloth quickly wrapped around the weapon before it was placed in the corner of the Bullhead. Nora looked to her brothers weapon before sitting back in her seat and closing her eyes.

"So, Ms. Valkyrie, Mr. Ren, how would you two like to attend Beacon academy this fall?" Ozpin asked. Nora and Ren's eyes shot open as they starred at Ozpin in shock.

"WHAT?!" They both shouted as Ozpin chuckled, his mood slightly lightened.

"I asked if you would like to attend my school. I saw your fight with that alpha, and I was quite impressed with what I saw. I hope that your experience at this school will not discourage you from pursuing a career as a hunter or huntress." Ozpin said as he took the seat across from them.

Nora wanted to be excited, she had hoped to go to Beacon since she had heard that her brother was going, but after what she had been through today, she wasn't sure.

"I'll go." Nora turned to see Ren looking at Ozpin with a serious expression.

"Ren?" Nora asked as she studied him for signs of joking.

Ren turned to Nora. "I know that you just lost your brother, Nora, but I lost my family when I was very young. I lived with my grandma, and if I heard right when they were talking over their Com's, then I don't even have her anymore. I've wanted to become a hunter for a long time, and with the village gone, and the school destroyed, this may be my only chance."

"But Ren!" She shouted.

"No, Nora! The alarms that were there to warn us about Grimm didn't go off, and I want to find out why. We lost a lot of friends and family today Nora, I for one would like a fresh start. Now, will you come with me? Or will you stay." Ren said as he slid StormFlower into his sleeves. He reclined back in his seat and rested his head against the wall.

Nora thought for a second before looking to Ozpin and nodding. "I'll go too." She said as she sat in her seat starring out the window.

Ozpin smiled. "Excellent. Given your situation, I'll have arrangements made for you to stay in Vale until the semester begins." He said as he looked back down to his scroll as he received a message from Qrow. Clicking on the message it revealed a photo that Qrow had seen on all of the monitors across the city and on the screens inside the control room for the early warning system. A black queen chess piece.


RWBY Leviathan Dorm Present Day

"Whoa..." Jaune said as Nora and Ren finished their story. The whole room was listening with baited breath, the story may have been rather short, but it gave decent insight into their past. Nora and Ren had both lost everything the day that the Grimm broke through the defenses of Hope academy, and the kingdom failed to even notice the tragedy until it was already too late.

"You had a brother, Nora?" Ruby asked while she was leaning on the table.

Nora nodded. "He was an amazing hunter, who taught me how to fight when I was bullied as a child. Even Ren was taught by Mirage, though most of Ren's fighting style comes from what his grandmother and grandfather taught him."

"Your brother taught you to fight with your hammer?" Weiss asked as she took a sip of her tea.

"No, the hammer was what I chose to use as my weapon, he had started me out on a Bo staff. When I realized that most of my attacks ended with me slamming one side of the staff down with great force I tried it with my fathers old war hammer and it just stuck."

"How did your brother learn such complicated methods of fighting? Most of my training came from my parents buying me tutors and forcing me into dueling." Weiss said as she placed her cup back down on the table beside Ruby.

"My brother learned the same way. My parents saw him as a golden child. He was a prodigy, so they bought him the best tutors they could find and he became one of the best hunters of his class." Nora said as she smiled at the memory of her brother.

"How did your family afford the tutors? I have been doing the Schnee family finances for years, and the tutors I had were never cheap." Weiss said as she eyed Nora curiously.

"The Valkyries were an old warrior family much like the Arc's, Nora's family was quite well off from years of being the top of security for several kingdoms." Ren said as he closed the book he had been holding and rose to put it away.

As the conversation continued Sun got to his feet and tapped Leo on the shoulder. The large Lion Faunus looked at him with a raised eyebrow. "Can I talk to you for a minute?" Sun asked. Leo obliged and rose from his chair to follow Sun, Blake not far behind. Reaching the opposing side of the room Blake and Leo looked at Sun while they waited for the answer to why they had been asked to join him. Sun turned and leveled a glare at Leo.

"When did it happen?" He said flatly.

Blake's eyes widened in shock. "Sun! You can't just ask him that, especially not with that tone!" She said, now fairly irritated with the monkey.

"I'm not talking about his injury." Sun said as he continued to glare at Leo.

Blake looked at sun with confusion. "Then what did you mean?"

Sun turned to look at Blake. "Take a look over at Yang."

Blake turned to look at the blonde brawler, but she couldn't see anything different, besides that she seemed to be returning to he old self, albeit slowly. Turning back to Sun Blake spoke again. "I didn't see anything wrong with her."

Sun narrowed his eyes at Blake. "No Blake, take 'a look' at Yang."

Blake finally understood what Sun had meant, and closed her eyes tight. After a few seconds she opened them to reveal a pair with slits like a cat's eyes. Turning back to Yang she could see immediately what Sun had been referring to. Over where Yang's heart was a golden Lion crest. Quickly turning her head she Joined Sun in glaring at Leo.

"I'll ask again. When did you mark Yang?" Sun asked as he approached Leo.

Leo seemed taken aback by the sudden accusation. "I didn't mark her." He said trying to defend himself.

"Then explain why your crest is over Yang's heart. That only happen's when someone gets marked by a Faunus, and I know exactly how to mark someone, and I have a hard time believing that you and Yang have that relationship." Blake said as she quickly moved the sheath of Gambol Shroud to the base of Leo's neck, her glare never faltering.

Leo shut his eyes before opening them with the same slit's that Blake had, and looked over to Yang, then down to Blake and Sun. His lips curved up into a smile. "What of you then? Your wearing the mark of the Monkey, and You the mark of the Cat. Neither of you are exactly innocent in this context."

A fierce blush covered Blake's face as she dug the sheath farther into Leo's neck, causing him to cough. "What Blake and I have marked is our business, but you marked our friend, and we no nothing about you. Beyond your name, your a mystery to us. No clue as to what your motives are, no explanation of where you came from or where you plan to go." Sun said as he crossed his arms over his chest.

Leo sighed and sat down on the bed beside him, ignoring Gambol Shroud's cutting into his neck. "I will say again, I didn't mark Yang, at least not in the way you're thinking. Where the mark you two wear comes from mating, the mark currently over Yang heart is a temporary one. They are formed when two people are in contact for an extended period of time, like when I carried her up the mountain, or when I carried her down in the caves." He said as he rested his remaining arm on his knee.

"Why were you carrying Yang?" Blake asked, retracting Gambol Shroud slightly.

"She was disoriented from one of my sound attacks and was having a hard time walking, then in the cave the Grimm were after us, and Humans can't see in the dark." Leo said while he smiled back at Sun.

Sun lowered his glare, and left Leo with just a frustrated stare.

"You were in the White Fang right?" Blake asked, placing the blade back on his throat. Leo's smile left his face in a hurry as he turned to Blake and reciprocated her glare.

Sun looked at her with surprise. "Blake? This may not be the time." He said, trying to get Blake to back down.

"No Sun, I need to know how far he was willing to go with them." She said, starring straight back into his eyes, trying to search them for a trace of the truth behind them.

Leo nodded. "I was. But I don't see why I need to share that information with-"

"Because I was a member too! I want to know why you were with them! What reason did you have to join them!" Blake said just above a whisper. Sun turned to look at the rest of the room as Yang told them about her brief time on the Island.

"I was born into it. My father was a farmer who supported the group, while my mother was one of the heads that went to all the political meetings." Leo said, looking back to the other side of the room at the Humans. "I presume you both know what happens when a Human and a Faunus have a child." Leo said turning back to Blake and Sun.

They nodded. "The child is either born as a Hybrid, or they are born as a full Human, or a full Faunus." Sun said.

Leo moved his hand up to his chin and scratched the slight scruff that he had. "Exactly. My father was a human, and a third generation farmer. My mother was a Lion Faunus and the granddaughter of the original White Fang leader. I was born as the eldest of five, and the only son. I was also the only full Faunus that they had. My younger sisters were all Human, save for the third born, who was a Hybrid."

Leo turned to look back the the larger group who were telling each other of their childhoods and their pasts. "It was a happy and simple life growing up on a farm. Wake up with the sun and work the fields for the day, eat a large and greasy dinner, then go to bed and do the same thing the next day. Mom would come home sometimes after a rally with this big smile on her face because she thought that they had made a difference." Looking back down to his clockwork and dust powered arm he sighed. "It was a different time back then. The worlds become a scary place."

Blake thought on Leo's words. She too could remember a time in her life when she had been with the White Fang without them trying to cause harm. She could remember being a part of the rally's and having that feeling of excitement when they would end, feeling like she had accomplished something. She could remember the day when it all began to change. When Adam had first begun to lose touch with his own morals, when the White Fang changed their uniforms and when they dawned the new logo and the masks.

"My father and I, along with my sisters worked the farm and provided food to the nearby towns and to the White Fang. I remember one day my mother came home with three masks, each one from a different Grimm. She said that the White Fang were going to be wearing them at the rally's from that point on, and that when the White Fang come to collect the crops, that my Hybrid sister and I should wear them." He said as he pulled a photo out of his pocket. It had him, a little girl, and an older woman standing about a foot shorter than him.

"These are your sister and mother?" Blake asked as she took the photo from him.

Leo nodded. "I was fifteen there. Only about seven feet tall then." He said as Blake showed the photo to Sun. Sun took the photo and examined it closer. In the background he could see what he could only assume was the Human members of Leo's family, and he could see that each of the Faunus had a mask in their hands. The little girl had the normal mask that the grunts would wear, while the mother had a really elaborate mask with several layers and a beak that resembled a Nevermore. Leo was holding a variant of the mask that Blake and Adam would wear, except that this one had a piece that wrapped down around the jawline and had two large fangs framed his face.

"This isn't the mask that you wear now though, the one you have now looks like you tore it right off of a Beowolf Alpha."

Leo nodded as he took the photo back and placed it back in his pocket. "I don't like to remember my past. I broke that mask the day I betrayed the White Fang."

"So how did you betray them? If your mother was one of the leaders then you should have had it made." Sun said as he raised his eyebrow.

"Weren't you listening Sun? He said that his Father and sisters had Human blood. When the White Fang came under new management, they weren't exactly warm and accepting to the Humans that they encountered." Blake said as she leveled her stare at Leo.

"But what about your mother? If she was at the top, couldn't she have done something to stop them from going after you?" Sun asked.

"When the new leader came into power he executed every previous leader that didn't agree with him Sun. His mother was most likely killed."

Leo gave an empty chuckle. "If only that were how it happened." Blake turned her head to the side as she listened. "When the new leader took power, he said that they were going to prove to Humankind that the Faunus were superior in every way. I din't mind him at first, because I just thought he was a charismatic guy who was rallying the troops. One day there was a knock at the door, and when my father answered it he was met with one of the leaders flunky's. He said that since he was married to my mom he and my sisters would be spared if he stopped doing business with the Human villages in the area. When my dad refused the man tried to attack him, but my dad took him down and had him thrown off the property. I thought that it was over then, but oh how wrong I was."

Leo raised his head to look at the two Faunus before him. "A week later there was another knock at the door. When my father answered it this time he was killed by some punk with red hair and a glowing sword. Guy seemed like he was in charge of some big division in the White Fang and said that I would be spared because I was a Faunus, but that he was going to kill my sisters. I wasn't going to let him hurt my sisters without a fight. While I fought him the bastard had some goon with a chainsaw go and hunt down my sisters. One by one I could hear them dying, and one by one I failed to save them. When he finally returned from the upstairs he had my Hybrid sister in his arms. She was kicking and screaming as she tried to get free. The man with the chainsaw looked at the guy I was fighting and asked if she should live too, having Faunus blood in her."

Blake could feel dread as she knew exactly who Leo was talking about. "Guy said 'No! This whole family is full of traitors to the Faunus race! Kill that damned half breed and lets go!' I'd never had any formal training at this point, and all I had was a pitchfork that I had used in the field. Every time that I hit this guy he just blocked it with the sword, and with each hit it got brighter." Blake looked at Leo's missing arms and quickly realized what was coming next. "I threw the pitchfork at the guy with the Red hair and ran towards my sister, hoping I could save at least one of them." Leo said as he brought his massive metal hand up to his head and clutched his forehead. "That red haired bastard, He caught the pitchfork and threw it straight at my sister. I watched as it impaled her and saw the man move out of the corner of my eye. Next thing I knew my arms were passing the rest of my body as I fell forward."

Leo raised his shirt up to reveal that the implants covered the greater majority of his chest and shoulders. "Bastard cut my arms off and took a good bit of my rib cage with them, even managing to take a chunk out of my lungs and heart. I watched him leave with his goons and all I could feel was rage. With my final conscious breath I gave a loud cry of anger and I used my semblance for the first and last time as a whole Faunus. My roar blew the front of my house apart as it traveled through the yard towards the man with red hair." A dark smile formed on Leo's face.

"The red haired bastard couldn't block that one with his magic sword. I watched as he and his goons were thrown into the forest and saw them slam into the trees before crumpling to the ground. I may have lost my family that day, but at least I took their killer out with them. It's been two years since they died, and I refuse to die until I've killed all of the people leading the White Fang, including my traitorous Mother who did nothing when she heard that her family was to be executed." Leo said as he clenched his fist and could hear the gears straining under the force his aura was projecting into them.

"No, you didn't kill your sisters killers." Blake said. Leo's head snapped up to stare at Blake's face. "The man you described fits my old partner perfectly, Red hair, glowing sword, supremacist attitude. Did he had horns and a black coat on?" Leo nodded as he rose to his feet. "Then it was him... The man who killed your sisters... Dammit Adam!" She said as she turned and walked across the room to the window.

"You know who killed my sisters." Leo said. "You know his name, and you say that he still lives to this day." Leo's face was going from shocked to enraged. He grabbed Blake by the waist and raised her to his face and shouted. "WHERE CAN I FIND HIM?!" The rest of the room quickly noticed the large man holding Blake in the air and drew their weapons and surrounded him. Yang walked up to Leo with Ember Celica drawn and aimed at his face.

"Leo! Put her down! I don;t know what this is about bu-"

"WHERE IS HE?!" Leo shouted again glaring at Blake like she was the very person who had take his sisters.

Yang quickly fired off a round from Ember Celica into Leo's face, causing the angry giant to release his hold on Blake and stagger backwards before he was quickly dragged to the floor by his arm and chest. Yang followed in suit as her right arm crashed into the ground, followed by the various weapons that the rest of the room had. A dark blur covered every bit of metal in the room as they were pinned to the ground. Leo struggled against the force before beginning to choke and cough.

Jaune turned to the door to his room and saw Pyrrha standing in the door way with her right arm out and her left hand holding her head.

"Your all being very loud." Pyrrha said as she glared at her friends. "I have a headache and would like to continue sleeping."

Jaune unstrapped his armor and rolled off of the floor before walking over to Pyrrha. "Pyrrha, are you okay? You've been out for over a day." He said as he placed his hands on her shoulder.

She was about to respond before she heard a slight gasping like someone was trying to drown a fish in the air. Looking past Jaune she saw Leo on the ground with his arm pinned to the floor. Her eyes went wide when she saw that he had no arm on his right side. "My word! What happened to him?!" She shouted as she ran over to him. In Pyrrha's panic she lost focus on her semblance and the metal in the room stopped sticking to the floor.

Leo sharply inhaled as he felt his implants go back to work, his heart began to pump again and his lungs started to inflate. The metallic implants that he had been given when he was nearly killed by Adam were all that kept him alive, as they functioned as replacement organs. Bringing his hand to his chest he tore his shirt off and opened one of the hatches on that led to his vitals. Ignoring the shocked and disgusted stares that he got from the massive scars he flipped several switches and turned a few knobs before the gears let out a burst of steam and his breathing seemed to return to normal.

Leo turned to look at the red haired spartan who had just sprinted into the room. "You... You could have killed me without even trying..." He said as he raised his arm and began to move it around to check for damages. Pyrrha was about to respond when there was a knock at the door. Ruby walked over and opened it to find a cart being pushed through the door by Professor Tyme and Orion. They wheeled the cart over to Leo before uncovering his now repaired arm.

"Now Qrow's being shockingly lenient with your punishment Leo, I expect that when we arrive at our destination that you don't try to break rank again. Am I clear boy?" Orion asked as he pulled Leo to his feet.

"Yes sir." He said halfheartedly, turning so that they could reattach his arm. Orion and Tyme grabbed the arm and lifted the end with several wires and gears up to Leo's shoulder. As they got close to each other the wire on his shoulder shot out to connect to the wire of the arm. The began to draw in the new limb until a clicking was heard as the gears began to lock into place. Leo gave the limb a few test punches and rolled his shoulders a few time to test to make sure every thing was working properly.

Tyme reached into the cart and grabbed a Grimm mask and handed it to Leo with a smile. "I heard that yours was damaged, here's a replacement." Leo took it with a nod before the two professors turned to leave. Once the door was closed Leo walked over to the desk and grabbed a screwdriver before opening up his arm. He shoved the wires within the arm to the side before he found what he was after.

"What are you doing?" Sun asked as he walked over to Leo, his weapon still drawn in the event that Leo hadn't calmed down.

Without warning Leo stabbed the screwdriver into the small black box inside his arm and with a quick spark it popped. Leo closed his arm and grabbed the mask that Tyme had given to him. He brought it to his face and studied it before smashing it and throwing it into the nearby trash. Then he turned to look at Sun. "Checking for cameras and microphones." He said as he walked over to the open door to JNPR's room. Disappearing inside they could hear him rummaging around in the room before he reappeared with a shirt and his vest.

The ship groaned loudly as it jerked to one side, causing the students to stumble. Ren turned to the window of the room and looked out to see only clouds, until a large dark shadow flew past the window. He turned to the rest of the room with a serious look on his face. "It would appear that the Grimm have found the ship."


Beacon Academy Tower

Ozpin sat in his chair with a chess board before him. The pieces seemed to move on their own as he watched the board change. To most, it would appear that Ozpin was alone in the room with the moving chess board, but through Ozpin's glasses, one would be able to see the other player as he waved his hand and moved his pieces around. Ozpin could see Merlin sitting across from him through his glasses.

Merlin waved his hand as the Black Queen took one of Ozpin's pawns. "So, you sent a search party after the magical weapon." Merlin said as he watched Ozpin move his knight in to a position to cause a check.

"Yes." Ozpin replied as he sat back in his chair.

Merlin looked to the board and moved his King into the corner behind his Rook. "What makes you think they're special enough to gain the weapons favor?" Merlin asked as he watched Ozpin capture one of his bishops.

"I have sent one of my most trusted associates, and two teams of my schools most promising students. Along with that, Ironwood has sent a team of his own along with one of his military specialists. I am confident that one of them is worthy." Ozpin said as he watched the board, trying to predict the next move.

Merlin moved his Queen and captured one of Ozpin's Rooks before looking back to him. "That still doesn't answer my question Ozpin. Why do you think they're worthy?"

Ozpin looked to the board for a moment before looking back to Merlin. "I have seen them each fight personally. I am confident that Ms. Belladonna or Ms Valkyrie will receive the power. Each of them have been shown to have the ability to follow the directions of their leader excellently. If the old legends are true, then Merlin's power can only be given to a follower, rather than a leader." Ozpin said as he moved his Rook to the opposite side of the board to capture one of the black Pawns.

Merlin gave a small laugh as he waved his hand and watched as his Queen captured Ozpin's knight. "Interesting observation Ozpin. But I still think that you may have sent a rather small party to True Remnant. You had better hope that they don't stop at the large continent between Remnant and the Island with the weapon."

Ozpin's eyes narrowed as he scanned the board. Merlin had managed to capture a majority of his pieces and was only a few moves away from a Checkmate. Moving his remaining knight into position he blocked his King from being attacked by the Queen.

"You have always used that strategy Oz. You sacrifice everything in order to protect your charge. But," Merlin said as he moved his Rook into position behind the King. "You always seem to miss something while you watch the big picture." Merlin watched as Ozpin's eyes darted back and forth trying to find a way to escape the impending Checkmate.

Ozpin grabbed his final pawn and used it to capture Merlin's final bishop and turn it into a Queen. "Maybe so, but I hardly think that's a bad quality to have. As long as the King survives the game can go on." He said as he took a sip of his coffee.

Merlin coughed a few times before laughing. "I suppose so, the question is though, do you have the ability to protect your King when it comes down to it?" Merlin asked as he moved his Queen into position taking Ozpin's new Queen. "You always have a bad habit of placing your King on the front lines in these games Ozpin."

Ozpin smiled as he stared down at the board. He moved his hand and used his King to capture the black Queen that had gotten to close to it. "Always remember Merlin, even when backed into a corner, even a King can fight back." Ozpin said as he sat back in his chair.

Merlin watched as the next few turns became a blur of Ozpin using his remaining three pieces to change the tide of the battle and finally place Merlin's king in Checkmate. Merlin starred down at the board in disbelief. "It has been several centuries since someone was able to best me in Chess, I applaud you on your victory. This still doesn't change the fact that you sent those children to True Remnant without their King though."

Ozpin rose from his seat and grabbed his cane before walking to the elevator. He turned to look at Merlin one final time before the doors closed. "Ah, but that's where your wrong Merlin. I was never the King, merely one of his Pawns to be used then thrown to the side. The true King of the world of Remnant is on his journey now, it only remains to be seen whether or not he can truly conquer the challenges that await him."

Merlin watched as the doors slid shut before standing and walking to the window of the tower. The city below was in chaos as Grimm had broken through during the attack. The moment that Minstral and Vacuo learned that the Nautilus and the Leviathan had left their respective kingdoms, they each launched a coordinated assault on Vale and Atlas. Merlin could see students in the courtyard below killing Grimm as they ran to siege the school.

"Your king better get to the weapon fast Ozpin. Or they wont have a kingdom to come back to."


Hey every one, hope your having a good February, I was meaning to have this chapter up the day that chapter 10 came out on Rooster Teeth's website, but I was having some trouble nailing down the backstory for some of my characters.

To those of you who may ask, No, I did not ignore my promise to tell about what happened to Yang during the five months, and I will write that later, this chapter was about telling the past for Leo, Ren and Nora, then showing a part of Ozpin's overarching plan.

leave a review if you can think of anything else you'd like me to explain before they reach True Remnant, or Just leave a review if you feel like telling me what you liked or didn't like. Each review helps me to turn out chapters faster.