Chapter Thirty: Don't Panic.

Nobody spoke or moved after Ruby's words. The three Faunus strained their hearing to the limits as they searched for any signs of danger or of the remaining survivors. The only noises around them were the sounds of chirping birds and small animals in the trees. Every eye scanned the area watching for movement or any indication that they were not alone.

After a few minutes Coco shook her head. "Alright no sense in just standing here." Taking another glimpse about the brunette stepped out into the clearing and motioned for the others to follow. "We need to make sure that the area is clear; Fox, Blake perimeter sweep no more than two hundred yards, stick together and stay in comm contact." The pair nodded and set off to do their sweep. "Yang, Yatsu once we're in see if you can find a power generator and get it online, if we can get power we might be able to find out what's going on." Another set of nods answered her. "Velvet, Weiss you two see if you can find a central terminal, they have to be on a separate line for power if they were able to get a distress signal going." Again nods were returned. "Red you and I are going to do a floor by floor sweep. We're going to be looking for the survivors and to make sure there's nothing waiting for us. Everyone stay in contact."

Once the doors were opened the group split off into their assigned sections, Ruby and Coco headed towards the top floors while Yang and Yatsuhashi headed down while Velvet and Weiss stayed on the ground floor. Coco did a quick comm check to make sure that the building wouldn't disrupt the signal.

"So how does your weapon work?" Weiss asked as she and the rabbit Faunus walked down the empty hall looking for what could be a central terminal.

"It's loaded with amounts of the basic Dust in both powder and crystal forms. From the screen I'm able to select the type of Dust, concentration and how it's sequenced." Velvet explained as she stepped gently around some fallen ceiling tiles. "Then it encapsulates it a glass film which as you saw is rather fragile, I'm then able to channel my Aura through it in any sequence I choose to activate the reaction I want."

Weiss blinked in confusion, "Sequence your Aura? Is that even possible?"

Velvet let out a soft chuckle, "I have extremely fine Aura control because of my semblance."

"I don't think I've ever seen your semblance." Weiss frowned, trying to think of any time she had seen the older girl use her semblance. "Actually now that I think of it I've never seen any of you team use their semblance."

"That's because all of my team's semblances are passively active at all times." Velvet smirked. "Coco has her 'All Seeing', Fox has his 'Ever Present', Yatsuhashi has his 'Ever Standing' and mine is called 'All Controlling'." Seeing Weiss' confusion deepen the Faunus continued, "You know Coco can see through everything even lies. Fox can see everything present around him through his semblance. For Yatsu, as long as he has his feet on the ground he can't be moved against his will. And mine allows me control over another person's Aura." Weiss stopped dead and gapped at the girl. "But that's only if I activate it and have direct contact with them. The passive side of it allows me to sense and read a persons aura, and through that I can see any wounds or injuries they have and it allows me to diagnose them quickly."

"Is that why you work in the infirmary?" Weiss asked her jaw still slightly dropped.

Velvet shrugged, "Sorta. My parents run a small clinic in Vacuo that helps impoverished families get the medicine they need and I grew up helping them so I learned a lot of medical things from them. When I got accepted to Beacon I had to decide if I wanted to be a Huntress or a doctor until the Headmaster asked me why I didn't do both. Because my semblance is useless on Grimm I don't use it in the field but in the medical world I'm able to find any internal bleeding quickly and if I assert control over a person's Aura I can force it to focus on certain parts of the body to heal them."

Weiss shook her head in amazement at the rabbit Faunus. If she had that amount of control over another person's Aura then making hers go in a certain sequence must have been a cakewalk. "So you can use your weapon to make any formula you want then use you Aura control to control what goes off and when?"

"Basically." Velvet nodded, "Also I can shut a person's Aura down but that causes really bad things to happen to them." The rabbit gave a slight shutter before shaking the memory clear, "It's weird that all of us have passive semblances but we're pretty sure Ozpin set it up so we'd become a team. Actually most of the upper years at Beacon suspect that."

"Are you sure?" Weiss asked, "I mean don't get me wrong I'd never give up my partnership with Ruby but we really didn't have the best introduction to each other and I was actively seeking out Pyrrha. It was only by chance Ruby ran into me… literally." The Heiress gave a soft chuckle and Velvet shook her head.

"The more you're around Ozpin the more you'll realize that that man plans for everything and nothing is left to chance with him." Velvet replied, "Hey think that could be what we're looking for?" She pointed towards a large glassed in area that was filled with monitors.

"Good chance." Weiss nodded, she'd restart her questioning of the rabbit later. Right now she had a job to do. Going into the glassed in area the two of them found a signal monitor with a small orange light flashing in the corner of the black siding. "This must be the one they got going." Weiss muttered as she pulled back the chair and sat down clicking a few keys to see if it would wake up the screen.

The screen gave a few flickers before displaying a large logo of a sun with a crescent moon cut out of one side. The word 'Helios' was printed over the logo in large block letters. Weiss blinked several times as her thoughts ran in her head, "That's odd." She muttered.

"What is?" Velvet asked over her shoulder.

Weiss shook her head settling her thoughts, "Helios was a small research company bought up by the SDC nearly seventy years ago. Any incorporated company is converted to the SDC and any remaining remnant of the acquired company is literally destroyed." Weiss' eyes narrowed as she continued to look at the logo, "Helios should not exist."

"Could it be a new company called 'Helios'?" Velvet cocked her head to the side.

Again Weiss shook her head, "No the SDC removes any thing that could be associated with a former company, if a new one started up they would have been sued out of business before they got going." Weiss sighed as she looked away from the screen, "The SDC is rather ruthless." Velvet snorted but remained silent. Weiss clicked a few more keys and a pop up screen was brought up requesting a username and password.

Weiss hesitated and tapped her fingers off to the side before making up her mind, "Okay I'm going to try something and if it works then it's only going to open up more questions but it might also get us somewhere."

"And what would that be?" Velvet asked as she watched Weiss type.

"Well obviously 'Helios' somehow still exists and even through this facility is abandoned these computers have been updating themselves somehow, which means it's still connected to the network. If this facility was a deep cover SDC facility then my credentials should work." The Heiress quickly typed her username and password for the SDC network and hit enter.

The computer hesitated for only a moment before bringing up the hidden files and data. Weiss frowned as she tried to figure out what that could mean. "I don't' know how they got the distress beacon on but it wasn't with this computer. Which means someone either set this up or we're not being told everything."

"I feel we're being set up." Velvet frowned, "Yang was right when she said that bullhead computers don't mess up easily and I'm not sold that those bodies were from the crash, things didn't line up."

"I don't like this." Weiss muttered as she looked over the displayed files.

"Me neither." Velvet agreed, "You look through those to see if you can find anything useful, I'll fill in Coco." The Faunus walked a few steps back while the Heiress found a file of operation reports and opened it.

The first entry was from nearly nintey years ago with just small notes about possible projects, with a sigh Weiss started to scroll down to more recent entries. The most recent being forty years ago. Deciding that it would be a good place to start the Heiress started reading.

Date-Dr. J.B Watson overseeing project FEAR.

Project FEAR has thus far been a complete failure. Sadly this had lead to many of my colleagues beginning to talk about abandoning the project all together. While I agree that FEAR is a daunting task I also feel that it will be the most successful of the projects we have undertaken. With HAMMER FALL and JUPITER being taken to site M it's likely we won't be around much longer unless we start showing results.

I talked to Olsson and Nearing to see if they could come up with any way FEAR might be introduced to the subjects faster. Olsson suggested vaporization while Nearing felt that it wouldn't metastasize fast enough for effective results. She also suggested that we bring in a former colleague of her named Elizabeth A. Phelps. It might be something to inquire into more.

Weiss felt her breathing quicken as she scanned through more of the entries. References to FEAR and the set backs that they ran into were the majority of them, a few successes here and there but the results had been redacted so she couldn't decipher what FEAR was referring to.

The Heiress stopped at another entry didn't have any redacted sections hopping that she could determine what she was reading.

Date-Dr. J.B Watson overseeing project FEAR.

S and his assistant stopped by today, I still don't understand why Augustus hired him. He may be a genius in genetic but that man can only be described as certifiable. He doesn't belong in a lab he belongs in a damn mental ward. Every time I've met with that man I don't even think he's blinked or had that unnerving smile off his face. His assistant seemed like a nice enough fellow however, but still strange.

He was inquiring into FEAR and whether or not I'd share our research with him. HA! The nerve of the man trying to steal my teams hard fought for successes. I'd rather kiss an Ursa than give him what he wants. If he thinks he can waltz in here and take credit for what I've done he has another thing coming.

As if it wasn't enough that Augustus gave him his own project he also gave the madman LEVIATHAN as well after Hobbes passed on. Now not only is he going around with his damn ego inflated to absurd degrees he wants more projects under his name. I doubt that LEVIATHAN will actually succeed and PROMETHEUS is just as doomed. Genetic manipulation and augmentation is not the way to go, we need suitable weapons and counter measures if we are to drive the Grimm out of our world.

HAMMER FALL failed its first test but once they figure out how to get enough power out of Dust to launch a platform its highly unlikely these damn genetic projects will continue. JUPITER will succeed and then FEAR will be right behind it.

We've finally gotten our dispersal method set and tests are going well. I'll show them that they can't push me out of the scientific community. They'll all see.

Weiss felt a growing sense of dread build up in her stomach; the word 'Leviathan' had caused her heart rate to increase quickly. 'Leviathan', that damn thing had done so much damage to her life, caused so much pain and harm to so many. It took everything from her. 'Leviathan' was the reason Weiss hated her father so much, the reason she couldn't look her mother in the eyes anymore. The reason her right eye would burn with pain when she would awake from that nightmare.

Scrolling down to the final entry Weiss looked over at Velvet who was examining another monitor trying to get it to power on as well. Shaking her head the Heiress turned to face the screen.

COMPUTER INPUT DISABLED

ACTIVATING VOICE TYPE COMMAND

COMMAND AUTHORIZED

BEGIN RECORDING

We lost control of FEAR. Every attempt to evacuate the building has been unsuccessful. The lockdown overrides are not responding to any command given. Olsson disappeared during the initial outbreak and is assumed dead. Phelps and Nearing are both in critical condition and deteriorating quickly. Any and all attempt to slow the spread of FEAR have been met with sound failure. We thought we could control it, we thought we had it under our control but we were wrong. FEAR is not something we can control any longer, we've manipulated it too much and now it's spreading.

Our distress signal has been so far ignored by the outside world. We are alone with this monster of our own making and we are being left here to die. I fear that my own exposure to FEAR, however minimal is still enough that I will not last much longer. FEAR was supposed to be mankind's salvation. Ironically from what I've been able to see from the outside monitors FEAR works just like it was intended to on the Grimm. I witnessed a Beowolf and Ursa kill each other as FEAR leaked from the air vents. All the other animals seem to be unaffected by FEAR so we at least succeeded in that.

If anyone comes here looking for us I doubt that there will be any Grimm left for them to worry about if my dispersal rate calculations are right. This will possibly be my final entry. I can already feel the effects of FEAR beginning. I still can't understand why it works on both humans and Grimm.

If someone does find this recording before it's too late. Convince them all to stop the projects. All of them are doomed. We men were not meant to play God. FEAR is the result of what happens when we do.

Weiss backed away from the screen her hands shaking slightly, she may not understand what had gone on here fully but she did know one thing for sure, it had been very, very bad. Closing the file the Heiress looked at the other files on the computer before pulling out her scroll and attaching it to the computer. She was going to download everything on it and go through each piece. The SDC was connected to whatever happened here and if she was going to destroy everything her forefathers stood for to reforge into something better then she had to know what had been kept from her. Besides the file FEAR, there were nine others; GEMINI, SOVEREIGN, NIGHTFALL, JUPITER, HAMMER FALL, MAIDENS, LEVIATHAN, HALLOW, and FATE. Weiss had no idea what each file meant nor did she really understand what they were trying to accomplish but if what she had just read was right then it was possible that they were researching possible ways of dealing with Grimm.

Before she could speak up and call over to Velvet the lights over head flickered on and Coco's shaky voice broke across the comms. "G-Guys." She stuttered, "Ruby and I found something… And you really need to see this…"


Coco and Ruby walked side by side as they started to clear the top floor looking in each room checking for any sign of the survivors so far there had been none. "This just doesn't make a lick of sense." Coco scowled as she let a door close behind her. "Red you hear anything other than us?"

Ruby's ears twitched slightly before shaking her head, "I can still hear Weiss and Velvet faintly on the ground floor but that's it. Yang and Yatsu are too far down and Blake and Fox are outside so there's no way I'd hear them through all of this." The wolf gestured around in a lazy fashion. "Other than that nothing."

Coco frowned, "Alright what about scents?"

Again Ruby shook her head, "It's weird by once we entered the building I've been unable to pick up on the scents I had outside."

"Gah, non of this makes any fucking sense." Coco growled. "The bullhead that's been downed for a month, the bodies not being in worse shape, no Grimm, none of this makes sense." Taking her frustration out of a door the brunette kicked it off its hinges as she went up to it and peered in. "Nope, no one here either."

Ruby gave a soft chuckle as she opened another door and looked around shaking her head when she found no one. "I take it you don't like mysteries?"

"No," Coco responded as she once again kicked open another door, "Absolutely hate them. Especially when they put people in danger."

"Coco." Velvet's voice came over their comms. "Stop throwing a fit for a second I need to tell you something."

"I'm not throwing a fit." Coco muttered.

"Yes you are dear." Velvet sighed, "I can hear you from here."

Coco sighed in defeat, "This is what I get for dating a Faunus."

"Yes, yes it is." Velvet agreed. "Weiss and I found an active terminal but she said that they wouldn't have been able to activate the distress beacon from it since it was locked down. She and I both agree that we might be getting set up. Too many things just aren't lining up."

Coco growled again, "Yeah I'm starting to get that feeling too. Ruby can't smell or hear anyone other than us and if there were people here that wouldn't be the case."

"So what do we do?" Velvet asked.

"We keep looking until we're sure that there's nothing here." Coco shook her head, she had a really bad feeling but their mission was to get to the survivors, though she wasn't sure there were any now. "Ruby and I are almost done with the top floor, you and Weiss keep digging maybe there's something useful on that terminal."

"She's digging right now." Velvet responded, "I'll see if I can get another one on to help." After the rabbit Faunus ended her call Coco sighed and clicked her comm on.

"Fox." She said as she and Ruby cleared the last room and descended to the next floor, "Report."

"Nothing to report so far." Fox came back. "Blake and I have run into nothing bigger than a squirrel. We haven't even found signs of Grimm activity and I've been pushing my range to the max."

"We also so haven't seen any signs of movement beyond the ones we found on our way here." Blake added, "It's like they made a path to the facility but if they went out past it they made none to find their way back."

"Again things don't add up." Coco sighed, "Alright complete your sweep then head inside and start clearing the lower levels if you beat Ruby and I to them."

"Rodger." Fox replied.

Coco shook her head things just weren't lining up on this mission, "Yatsu, you got anything?"

Yang's bright and cheery voice came back, "The big dude is a bit preoccupied, I've got him acting as a jack right now."

"Yang, I don't think that's proper use of a teammate." Ruby chuckled softly.

"He doesn't seem to mind. Anyways we found a lot of large power generators but they are in rough, rough shape. I've managed to salvage parts from each and I'm working on getting one back up in working condition. We'll have power but it will be weak, maybe enough to get lights on and power a few terminals but that's about it." The blonde continued.

"Any idea how the distress beacon had been running?" Coco asked as she hopped over a tree root that had decided that it wanted to grow inside.

"There's a small emergency generator that's still got some juice left in it." Yang replied after a grunt of exertion, "As far as I can tell this place got struck by lighting and it shorted it, there are a ton of fried wires and breakers. That could be what caused it to go off."

"So we could be chasing a short circuit?" Coco sighed as she kicked in another door. "That would be fucking fantastic."

"Don't know." Yang laughed, "Once I get the generator back on I'll let you know for sure. One thing I do know for sure is that these things haven't run in quite awhile."

"Well keep at it." Coco replied, the wolf beside her could sense her rising irritation, "Maybe we'll get answers once the powers back on."

After they checked a few more rooms it seemed like Coco was finally reaching her breaking point, kicking in every door she came across sending it flying off its hinges or smashing them to pieces with her handbag if they were jammed. Ruby found the whole thing rather funny, as the usually calm girl seemed to be agitated rather quickly.

"You know I don't think that it's good on your heels to keep doing that." Ruby quipped as Coco once again sent a door flying open.

"Steel reinforced heels along with steel in the toes." Coco grunted as she looked around the room. "Remember my family is the leaders in combat couture. Anything we put on the market has been tested in very extreme ways trying to get them to fail. I wouldn't ware anything that couldn't stand up to my full strength."

"Makes sense." Ruby nodded, she had steel plates in her own boat tips but was it was for more for safety reasons rather than combat. "So did you design you teams out fits too?"

"Nah, just mine and Velvet's." Coco shook her head, "Fox and Yatsu were really creeped out by me trying to find out their sizes our first year so I stopped trying with them, Velvet was too at first but once she got use to it she warmed up to the idea." A wicked grin formed on her lips, "Don't tell her I told you this but, I've also designed all her lingerie as well. She's currently the only person with a dust infused bra and panties set designed to keep a person cool." Ruby's face lit up with heat as she tried to shake the sudden metal image of Weiss in just a bra and panties. Coco didn't notice the wolf's discomfort and continued, "It actually took some convincing to get her to be my model for that but its totally worth it to see her all flustered and shy when I'm taking her measurements, which I totally have memorized but I'll never tell her that cause it's a great excuse to tease her." Ruby's blush deepened as she pushed back mental pictures that were being fed by the older girl's words. "And there's the fact that she gets really shy when ever her shirt's off which is ridiculously cute."

"Coco!" Ruby whined out finally getting the brunettes attention, "P-please for all that is good in this world please stop." The fashionista looked over her shoulder towards the blushing wolf and snickered.

"What's the matter Red?" Coco smirked, "Thinking about some icy heiress with out her shirt? I know that her corsets probably doesn't help and you've probably seen her without that on so how what's their real size?" Ruby blushed as several images of Weiss in her nightgown shot through her head, "I doubt their anywhere the size of Yang's, maybe slightly smaller than Blake's, right?" Coco continued as the wolf continued to turn a brilliant shade of crimson. Finally Coco burst out laughing as she shook her head, "Relax Ruby, I'm only teasing. Though if you ever do feel like sharing, I'm all ears."

"You suck soooo much." Ruby muttered as she tried to dampen her blush back down looking at the ground.

Coco just smirked as she went over to another door and kicked it open. Coco froze as the light of the hallway entered the room. Ruby could hear Coco's heart rate rocket up and zipped quickly to her side to see what had freaked the older girl out. Once her silver eyes landed in the room the wolf froze too.

The room must have been the facilities infirmary as there were old medical cots lining each wall. In each cot was a skeleton in tattered and torn clothing. Several of them had leather straps still attached to their wrists and ankles. There were a few skeletons scattered about the floor, around them where markings as if someone had scratched words and markings into the tile floor.

One of the skeletons strapped down to a cot had its rib cage splayed open, the ribs jutting straight up into the air as if something had torn them apart. Another had various metal instruments jammed into its skull. There was one with its neck wrenched completely around, the vertebra shattered into hundreds of pieces. A pile of bones lay below a rope dangling from the ceiling.

Ruby took a tentative step forward only to hear the snap of bone beneath her boot, looking down the wolf saw she had stepped on an out stretched hand breaking the brittle bone. Suppressing the sudden urge to panic Ruby stepped to the side and continued. She was able to make out the details of the room even in the dim light looking over the various skeletons and markings on the floor.

It was very clear that each of the people in the room had died in various painful ways. Many had metal instruments stuck in them or lying in the pile of bones and several of the bones were shattered. Ruby peered down at the markings on the ground trying to read what they said.

In front of one of the piles of bones the word 'NO' was carved in the tile over and over again, another set was just a set of random numbers, but the most prevalent word carved into the ground was the word 'FEAR' over and over. One of the skeletons actually had the word carved into its bones in several places. Ruby slowly turned back to the brunette that was still frozen in the doorway. Silver eyes went wide as she looked at the wall, the word 'FEAR' was carved on every inch of the wall in various sizes but that wasn't what caused her eyes to stop.

Impaled on the wall with large iron spikes were the last two bodies. Their arms splayed out with iron nails hammered into them. Their faces were stretched back in silent screams of pain. Ruby's mind froze as she realized something; she hadn't smelled the bodies. They had no smell of decay or scent at all. In fact nothing in the room had any scent, no smell of dust or mold. Nothing. There was no smell anywhere.

Slowly Ruby reached for Crescent Rose there was something very, very wrong with this place. Coco reached for her comm and switched it on to full team, "G-Guys…. Ruby and I found something… And you really need to see this."


A yellow light flicker to life on a small panel near the Doctors computer making him smile. They finally managed to restore power to that facility, about damn time too. Quickly he typed a few commands on is keyboard and brought up the security camera to see what was going on.

It seemed that they had split their teams up to cover more ground. The panther and the blind boy were just about to head down a flight of stairs when they paused with concerned looks on their faces. The blonde and the giant were in the generator room, the blonde had streaks of grease and dirt on her arms and hands while the giant was shaking his arms out they too looked concerned. The Schnee Heiress and the rabbit were in the control room, he was happy to see that the Heiress had found the little gems he had left on the computer. But what he was really interested in were the two in the infirmary. The Adel Heiress was frozen in doorway while; it was in the room looking in horror at the wall where he had had the bodies hung.

A soft chuckle escaped his lips as he leaned back in his chair. This test had taken a lot to set up. Getting a crashed bullhead had been a pain but he had managed, getting the bodies had been laughably easy so had setting up the correct transport to crash, a simple bomb in one of the boxes and then a small error in the tracking system to make it seem that the bullhead went down over the island when it actually went down north of it. Everything had turned out perfectly.

Turning his eyes to another section of the screen his smile widened. The fools hadn't checked down far enough yet meaning they had missed his surprise. It had taken Klon quite a while to get his chimera to the island and he had actually had to replace her three times just to lure the beast into the vault chamber. He had programed the door to open once the power was turned on. And now he watched as it slowly swung open and long fingers with razor sharp claws grasped the edge.

This was going to be so much fun to watch.


A/N: Oops I ended in another cliffhanger... Oh well. What is the is the Doctor up to now? What is Weiss' connection to Leviathan? What does this mean for Team RWBY? Guess we'll have to see what happens next.

With that: Thank you for your continued support, please stop in and say hi, and have a great day.