Combat Class 101: Aptom Edition

"Well, now that everyone has had their fun in the sun yesterday, it's about time we start some real training," Sho said as he looked all of teams RWBY, JNPR, CRDL, SSSN, and NDGO.

The five assembled teams were standing on the cliffs that loomed over the Emerald Forest. Out of all the Beacon students, Jaune seemed the more anxious about the possibility of been flung back into that forest.

"So…why are we here instead of conducting our training back in Beacon?" Sage asked.

"Because there would be too much collateral damage with who you all will be facing," Sho told the dark-skinned boy.

Hearing the words collateral damage caused team RWBY to freeze up for a moment as they remembered how much destruction the Guyver could cause. Their night against Guyver 2 and the deaths of so many innocent people because of their recklessness still haunted them, especially Weiss, to this day.

"So, it's going to be all of us against you?" Dove asked, worried that they all may have bitten off more than they can chew.

"Don't you think that's a little unfair?" Dew asked Sho.

"Yeah, twenty against one isn't anyone would call a fair fight," Octavia joined in. "Especially since we happen to have a four-time champion with us," she pointed to Pyrrha.

"Against any other huntsmen-in-training, that would be true," Sho agreed. "But, I'm not like any other huntsmen-in-training," he reminded Octavia. "Also, I never said all of you were going up against me," he added.

"Then who exactly are we going up against?" Ren asked.

"That would be me," a new voice said, causing the five teams to look around for the source.

"Right behind you kids," the voice said.

The five teams turned around to see a man flicker into existence. Ruby, Pyrrha, Dew, Gwen, and Octavia collectively gasped in shock when they saw the man.

"You're that guy we saw when we got to Vale," Octavia finally said, recognizing the man from that day.

"And who I met at the roof on the day before the dance we had," Pyrrha joined in. "Mr…" she tried to remember his name.

"Aptom," the man said as he walked past the five teams to reach Sho.

'He's Aptom,' Blake thought to herself as she remembered the monster from the dock that went by that name.

"You seriously want me to waste my time dealing with these brats," Aptom said to Sho.

"Brats!" Yang yelled out in anger, her eyes flashing red for a moment.

"We can easily take you on!" Cardin declared, gripping his mace.

Aptom turned around to face the assembled teens.

"Really now?" Aptom replied as he looked them over before smirking. "Why the Hell not? It'll be fun teaching you kids a lesson on how to actually fight," he added.

"We know how to fight!" Yang practically roared at Aptom.

"I doubt it," Aptom said evenly. "Most of you waste too much energy with flashy moves, trying to look impressive, and taking too long to take down your opponents," he criticized them. "Regardless, it's time to start your lessons," he told them as his body started to twitch and expand.

The five teams watched in stunned horror as Aptom's body changed right in front of them. They could hear bones cracking and flesh tearing as he turned into his Omega Blast form. The clothes Aptom wore were torn to shreds during his transformation and fluttered to the ground as he stood before the five teams.

Blake and Sun flinched before taking a step back, images of that night flooded their minds as they remembered Aptom make his presence known to them when their tried to stop the White Fang from stealing that shipment of Dust.

"The first lesson is to always be on your guard!" Aptom shouted as he charged at all twenty teens.

The five teams were still in a state of shock when they saw Aptom transform, which Aptom took advantage as he rushed pass several of them before kneeing Pyrrha in the gut. Pyrrha found herself knocked back and onto the ground six yards away from her team. This shocked the remaining nineteen students as Aptom took down their best fighter in one move.

However, Aptom wasn't done as he turned his attention to Nora and grabbed her by the throat and threw her at Cardin, taking them both down.

'He's fast,' Weiss thought as she tried to draw rapier, only for Aptom to appear right in front of her.

"Too slow little girl," Aptom said as he knocked Weiss's weapon out of her hand, then headbutted her face.

"Hey, leave my BFF alone!" Ruby cried out as she charged at Aptom, scythe at the ready.

Aptom turned around to face Ruby and unleashed a stream of cold air from the mid-section of his torso. The blast of cold air stopped Ruby in her tracks as her feet were incased in ice.

"Not so fast now," Aptom told the girl before noticing Scarlet and Octavia coming at him from his sides. "Predictable," he commented as his body changed into a purple and white bipedal long necked eel like creature with six thin tentacles jutting from his back.

"Eww," Ruby felt disgusted at the sight before her.

Aptom ignored the girl as he sent his tentacles at Scarlet and Octavia. Octavia tried to back away before the tentacles could do anything she didn't like to her person, but one tentacle wrapped itself around her left ankle. Scarlet tried to strike at the tentacles, but Aptom maneuvered them around the boy's sword before grabbing him. The next thing the two of them knew, they were feeling a high voltage of electricity coursing through their bodies faster than their auras could react. Aptom held onto them for a few more seconds before releasing his hold on them, letting the two red heads drop to the ground, twitching.

"What was that!?" Dove yelled out when he saw Aptom do that.

"Aptom is capable of taking on the forms of various creatures called Zoanoids and gain their abilities!" Sho called out to everyone. "The form you're all looking at right now is called Elegen, a more powerful type of Zoanoid that can generate up to two million volts of electricity," he explained.

"What's a Zoanoid!?" Cardin yelled as he and Nora got back on their feet, weapons drawn and ready to strike back.

"A Zoanoid is a human that has been optimized to assume a secondary combat form that boost the abilities of the human," Sho explained as he watched Cardin and Nora charged toward Aptom, only for the Battle Creature to leap away from them, resulting in the two heavy hitters hitting each other's faces.

"Optimized?" Neptune wondered aloud, looking at Sho in confusion. "What in the world are you talking about?" he asked, unaware that he just made a critical error in battle.

"Pay attention boy!" Aptom yelled as he charged at Neptune while changing forms again.

This time, Aptom changed into a large humanoid creature resembling a rhinoceros. Neptune changed his weapon into its gun mode and fired a burst of electric rounds at Aptom. However, Aptom continued his charge before grabbing the gun and crushing it in his hand.

"Hey!" Neptune yelled, frustrated at how that was the second time his gun was destroyed.

Aptom ignored the boy and simply grabbed him by the face before throwing him at Jaune, knocking the two boys out.

"Do any of you kids even know how to fight?" Aptom wondered to himself before he heard someone yelling behind him.

Aptom turned to see Yang charging toward him with her right arm drawn back. Once she was in range, Yang swung her fist out, aiming for Aptom's head. However, her attack was stopped when Aptom caught her fist, not even feeling the strength behind the blonde girl's attack.

"This form happens to have skin that is more durable than an armored tank, even a punch from a Guyver couldn't break through it," Aptom told Yang. "What makes you think a little girl like you could do any better?" he taunted her.

Yang's anger flared up and she tried to throw another punch, but Aptom simply lifted her over his head and threw her away. Aptom watched as Yang landed on the ground before turning his attention to Sage and Sun. Sun used his semblance to create three golden copies of himself, which Aptom responded to by changing his form to that of a purplish-red reptilian/bat humanoid creature with huge shoulders with spikes and with bloated forearms with nozzles on the tops of them. The top of his head had large iguana-like spines protruding from the middle.

The quick change in form caused Sun to hesitate for a moment, which was enough for Aptom to fire the spikes from his shoulders into the air and fly towards Sun and his copies.

"What the!" Sun cried out as he changed his staff into its twin guns form to shoot down the spikes while his copies charged at Aptom.

However, several of the spikes changed course and flew towards the copies, destroying them instantly, causing large explosions while the remaining spikes curved away from Sun's shots, much to the monkey faunus' shock.

"They can move!" Sun shouted as he dodged the spikes as they exploded on the ground he was standing on.

"This form is from the Hyper Zoanoid known as Gaster, he is capable of creating explosive missile-like spikes and can guide them telepathically," Sho explained as he watched everyone try to avoid Aptom firing more missiles from his large shoulders. "He can also grow these missiles at a very fast pace, making him a dangerous foe in terms of long range combat," he added.

"Well it sure is great that all of your exposition comes after he shows off what he can do in all of these forms!" Russel shouted as he jumped off a tree dodge another bio-missile coming his way. "Now how about a way to beat him!" he continued shouting.

"I never beaten the Elite Hyper Zoanoid Five," Sho told Russel. "Also, this isn't about beating Aptom," he added.

"Then what is this about!?" Nebula shouted as she leapt at Russel to push him away from a missile that was coming from behind him.

"Thanks Neb," Russel thanked his girlfriend as the two of them stood back up and turned their attention toward Aptom before charging him.

"To show all the difference between fighting a mindless creature and fighting a living weapon that can think and feel just like all of you," Sho answered Nebula's question as he watched the purple haired girl and Russel struck at Aptom in a pincer move, only for Aptom to change forms once again.

This new form was a large dark brown humanoid beetle, most likely that of the Japanese rhinoceros beetle known as the Kabutomushi. Aptom blocked the two hunters-in-training's strikes with his bright yellow round bulges on his forearms.

"Too predictable," Aptom told the two before knocking them back and opening the bulges to reveal three red lenses in each forearm.

The red lenses started glowing as Aptom moved his arms away from Russel and Nebula before firing six beams from them into the air.

This confused the five teams until they saw two Nevermores dissolve in the air, they all barely caught sight of the holes in the Grimms' bodies.

"This form is that of the leader of the Hyper Zoanoid Five, ZX-Tole," Aptom told the teens. "This form gives me a total of thirteen bio-lasers," he added.

"Lasers?" Gwen whispered in shock.

"Hopefully you kids know that lasers travel at the speed of light, meaning that by the time you see the beams, that means my targets are already hit," Aptom told them. "And since none of you have bio-boosted armor, or high regenerative abilities, odds are you all would have been dead before any of you knew what hit you," he added as he turned to face Blake. "I'm sure you remember that ninja girl," he finished with the mocking nickname he had for Blake.

"But I'm sure our aura would block it," Jaune countered, though he wasn't sure of it. "Right?" he added.

"No, Jaune," Sho replied. "A laser travels faster than the eye can see, much like how when you turn on a light, a laser weapon is on its target instantly," he explained. "If Aptom wanted to, he could have killed all of you without even trying," he warned them. "Much like how Guyver 2 would do so," he finished.

Hearing Sho mention Guyver 2 caused Weiss to freeze up while she was prepping up one of her Glyphs. The memory of her using this very Semblance to move Sho out of Lisker's line of fire flooded her mind. Aptom noticed the Schnee heiress hesitate and advanced toward her while changing forms once again. This time, Aptom took on the form of Vikkar, a humanoid bat-like Zoanoid with massive forearms that formed the wings, large ears, three crystal-like protrusions in the center of his chest, a pair of spikes on his shoulders and knees. The most unusual part about this form was how Aptom had no eyes.

The five teams were taken by surprise with this new form, but a few of them had gotten used to Aptom constantly changing forms.

"So, he goes from a bug to a bat," Cardin said as he and Nora charged toward him. "Let's ground him!" he yelled.

"Got it," Nora agreed with a sadistic smile on her face.

As the two wielders of blunt force weapons charged at Aptom, the Battle Creature took to the air and fired a powerful soundwave attack at the two.

Cardin and Nora dropped their weapons, so they could cover their ears. The others were far away from the area that Aptom was firing the soundwave, so they weren't affected by the attack as much. Jaune looked at Aptom's chest and wondered about the three crystals.

'Could those be…' Jaune thought as he remembered what little he knew about bats until his eyes widened. "Guys, we have to confuse him!" he called out to everyone.

"And how do we do that?" Octavia replied as she tried to send out a wave of fire from Kris toward Aptom, but the flames came up short.

"Bats rely on sound to navigate right?" Jaune explained to the red-haired girl. "So, all we need to do…" he was about to continue until he saw Aptom rolled sideways while in the air as he changed into his Fourth form and landed on his feet. "…Never mind," he said.

"Any more observations you wanna make Jaune?" Russel retorted as the cylinders on his daggers rotated. "Like how his new form looks like a slimmer version of his other bug form," he added before rushing toward Aptom.

"No, I'm good," Jaune replied, feeling like his observation skills were not worth using anymore.

At the training session continued, none of the teams, nor Sho noticed a camera drone was recording the whole thing. This drone was sending the feedback to Ozpin, who was watching in his office with Glynda, James, and Zeus.

"Who in the world is this guy?" James wondered aloud before turning to Zeus.

"That would be Aptom," Zeus answered. "A shapeshifter of sorts," he added.

"Is he some sort of ally?" James asked as he watched Aptom knock Russel's daggers out of the boy's hands, only for Russel to continue fighting by launching himself at the Battle Creature while curling up into a ball. 'A reckless move,' he mentally commented on the CRDL member's counterattack.

"He and Fukamachi have a complicated relationship," Zeus replied while continuing to watch Russel attack Aptom without any weapons. 'Interesting, I thought these kids couldn't do anything without their weapons,' he made a mental note about this boy. "Has that boy always been like that during combat training?" he asked Glynda.

"Mr. Thrush hasn't had the best track record in any of his matches," Glynda answered as she remembered how Russel's win-loss ratio wasn't the most impressive. "He has never made full use his weapons, his fighting style is crude, he never used his Semblance, and his aura levels are abysmal," she listed her student's shortcomings. "Much like Mr. Arc, it's a mystery as to how he even got accepted into Beacon," she added.

"All our students have potential Glynda," Ozpin told his assistant Headmistress. "It is our duty to help our students reach them," he added as he watched as Russel was being aided by Nebula and Dove in an attempt at triple teaming the Battle Creature, only for Aptom to knock the two of them away with his segmented tentacles, only to get hit by Russel using his rolling attack aimed at his chest.

The Remnant adults watched Aptom take one step back before punching Russel clear across the area. The camera followed to Russel, allowing them all to see the boy dig his fingers into the dirt, attempting to stop himself from going to far from everyone. They watched as Russel stood up, panting for a moment before running toward Aptom while he was distracted by Pyrrha.

"He sure is determined, I'll give him that," James noted. "He must be running low on aura, yet he's still fighting," he applauded the boy's efforts.

"Yes…" Glynda agreed, though she didn't share James view of it being a good thing. "At this rate, Mr. Thrush should be out of aura. Which makes his decision to continuing to fight a foolish choice," she pointed out.

"In a situation like this, I would agree," Zeus said as he continued watching. "However, in a real battle, you may find yourself up against a foe who would make sure you cannot retreat or recover," he added. "It's at that point where you find out just what you are truly capable of," he finished. 'That boy fights like a Zoanoid,' he mentally added.

Back at the Cliff

Aptom dodged all Pyrrha's strikes with ease before grabbing ahold of her spear and tossing it aside while kicking Pyrrha away. He watched as the red-haired girl rolled on her back before getting back onto her feet. Pyrrha was about to throw her shield at Aptom, but quickly switched to blocking as a barraged of bio-missile came toward her.

"Invincible Girl?" Aptom said with disappointment in his voice. "What a joke," he added before turning his attention to Sky.

The halberd wielding boy flickered out of existence before reappearing in front of Aptom and swung his halberd. However, Aptom stood his ground, letting the blade of the weapon snap on his hard-insectoid body.

"Huh!" Sky shouted in shock before looking up at Aptom's imposing form.

"That's an interesting ability kid," Aptom said to Sky. "I don't think I've encountered a human who could teleport," he added. "Maybe I should add that to my collection of powers," he told the boy.

"Don't even think about it Aptom!" Sho loudly said to the Battle Creature, knowing what he meant.

"Fine," Aptom said before back fisting Sky away so that he could focus on the rest of the kids he was 'teaching.'

Aptom was about to go after another of the kids but turned around when he felt a presence that was familiar. What he saw was Russel charging at him, however he noticed that something was different about the boy. Russel's fingers were slightly longer and more pointed, more claw-like and his eyes had gone from their usual brown to monstrous yellow.

Aptom dodged Russel's lunge but the mohawk boy simply turned around to face him again, his body twitching as his breathing became more ragged. The other students looked on in wonder as to what was going on with Russel.

"Is something wrong with him?" Sage asked Dove.

"I don't know, I've never seen him like this before," Dove replied, but was worried for his teammate.

"Russel," Nebula said softly as she tried to make her way to him but was stopped by Dew and Gwen. "Let me go!" she shouted at her friends.

"No way girl, we don't know what's going on here," Dew told her leader.

"Dew's right Neb," Gwen agreed. "For all we know, Russel could have finally activated his Semblance or something," she added. "And who knows what it could do," she pointed out.

'Is it possible?' Sho mentally wondered, he had his suspicions but wasn't entirely sure.

As for Aptom, he was very curious about Russel now. At first, he didn't thing the boy was anything special, like the rest of them. Though he had to admit, the green haired fool was very determined, but now he was started to think that there was a reason for that determination. After all, it was the same kind of determination that was integrated into him when he was being optimized by Chronos.

"Go on kid," Aptom said to the boy in front of him. "Show me your true self," he told Russel as he waited.

Russel stood where he was, panting rapidly before letting out a yell that sounded more like a hawk's cry that ended with a crocodilian hiss as his body instantly changed into a tall bipedal dull green reptilian/bird creature with five sharp claws on each hand, two taloned feet with two front talons and one back talon, and a long thin tail that ended with a curved blade. His face was like a horned owl's but unlike the bird, Russel had actual horns on the sides of his head where his ears would be located. The beak protruded outwards but stopped three inches forward. His forearms and thighs had scales that seemed to be in some sort of transitional stage between reptilian scales and feathers.

All the huntsmen and huntresses-in-training looked at Russel's new form in stunned horror. None of them had ever seen anything like this creature. Russel's current form stood as tall as a Beowolf standing upright, yet was slimmer, suggesting that it was a speed-oriented form. Quite a few of the students, such as Weiss and Scarlet, had looks of disgust as that creature while the two faunus students, Blake and Sun, their expressions changed from horror to confusion as to what Russel was. However, the one who was hit by this change the most was Nebula as she had a blank expression her face when she saw her boyfriend turn into whatever he had become.

'R-Russel…" Nebula whispered as she dropped to her knees.

"So, he is a Zoanoid," Sho said to himself as he remembered the way Russel sounded after the events at Leuod River. "That means Aptom was right," he added sorrowfully.

Aptom on the other hand, was ecstatic when he saw Russel change into his combat form. Being on a planet with such weaklings, it felt good to see that the Creators did continue creating their 'perfect weapons.' After all, a few missing humans or faunus would cause a stir and he doubted their semblances would transfer into his being as easily as the abilities of Zoanoids.

"Alright kid," Aptom said as he shifted into the form of Gregole. "Let's see what you got!" he shouted as he charged at Russel which the young Zoanoid answered by charging at him as well.

The dorm room that Cinder's group resides

Cinder sat alone, watching the footage of the Gigantic Guyver taking down the horde of Grimm that were unleashed onto Vale. She had watched the footage from the Breach Incident for the past few days, yet she still couldn't get over the display of overwhelming power the Gigantic Guyver possessed.

"To think there was something in this world with such power that could rival the power of the Maidens," Cinder said to herself as she traced a finger over the face of the Gigantic. "I must have it," she whispered longingly.

Author's Note: Been a while since I worked on this story. Was originally going to put this off until I had finished Kamen Rider Phantom, but with the numerous things that happened in my life, I've been having a tough time working on that story and couldn't get started on the last chapter of it. So, I went back to this one because I felt the need to at least write one chapter before trying to go back to finishing Kamen Rider Phantom.

I ended up making a major change in this chapter though when I decided to reveal Russel as a Zoanoid. Originally, I was going to hold it off until the Fall of Beacon event, but I figured this would help with Sho explaining his origin.