This new world appeared to be almost entirely water. Fish and all kinds of sea life dominated the rocky caves. And in the center of one such fish populated cave, was a great, big, clam. The fish all scattered as suddenly eleven bright flashing lights emerged where there was nothing. And sure enough, Sora, Ruby, Donald, and Goofy, and all their friends materialized. Not only that, but much to their pleasant surprise, they could breathe! Whatever Donald's magic was, it worked!

Though they also noticed weren't in their usual clothes. In fact, they didn't have much in the way of clothes at all. Sora looked down at himself, smiling with surprise. For below his bare, lightly toned arms and torso, his legs had been replaced with a dolphin's tail. He began to wave his tail up and down as he tried to swim like normal. It was quite awkward, given how used to swimming he was back on the beaches of Destiny Islands, rather than out deep in the sea...and also with less of a fish-like tail. As for the coat and hat-less Donald, his lower half had been replaced by six blue octopus-like tentacles with yellow suckers. Suffice it to say however, he was having a bit more difficulty getting used to this, much to his frustration. Goofy had quite possibly the biggest transformation of them all as he leisurely swam about, though with a bit of difficulty as well. His entire body had been changed, except for his head, to be that of a sea turtle. A rather fitting form though, given his combat preference.

"Wow! This is amazing!" Ruby said while floating along. She and all the girls, thanks to Donald's magic, turned into mermaids! Ruby's fin was a deep red color like the beads on her wrist like a bracelet and the headpiece in her waving hair. The only real clothing she had was a blackish-red seashell bra top, the black cloth piece around her left wrist and portions of what seemed like a black skirt at the sides of her waist.

Weiss looked down at herself, seeing the silverish white color of her scales, curiously observing, "It's unusual, but somewhat interesting." Noticing the armbands below her shoulders and seeing the somewhat posh design of them with pearls encrusted made her smile. There was something similar to the small platinum skirt she wore and her other accessories included white beaded pieces around it, matching the bracelet on her left wrist as well as a hair piece with longer, thinner spiraling shells. Her seashell bra was light blue with a slightly white tint.

"I'm feeling a little mixed," Blake admitted while cautiously floating in place. Her fin was deep purple with a purple, almost turning black though the multiple bracelets on both her flexors were a mix of purple and black. Her seashell bra had a striped design of white and purple. There was also a silver armband on her left bicep as well as white tassels to her black skirt. "On the one hand, I'm underwater. On the other, there's plenty of fish." It certainly was leagues better than being inside Monstro again.

"Guess that makes you a cat-fish!"

The pun that made Blake's expression shift to a deadpan frown as she turned to look at the cheekily grinning Yang. The blonde bombshell had an orange-yellow fin and a matching opera glove accessory on her right arm that was held down by a thick, yellow and black bracelet with purple studded gems as well as the purple beads below her shoulder. Her skirt was the same color of her arm's clothing, like the seashell bra and the beaded bracelet on her left arm.

"H-How do you use this thing?!" called out the voice of Jaune who was...flapping a bright orange and white striped clown fish tail. Oddly fitting given the unintentionally silly display he was putting on, trying to swim properly. Fortunately for him, Pyrrha emerged to help him out. The Argus prodigy's tail was covered in bronze scales, stretching down to a lovely gold colored frilled tail. Her bicep length gloves changed slightly, with her left one going down only to her middle finger with a gold armlet around the bicep. Her neck guard changed to have a red frill around its ends, with the small gem being replaced with a green seashell. Her red sash remained around her waist, though the belt attached amulet was replaced with a seashell. Her bikini top was instead more armored, akin to the theme of her combat gear, though the tiara on her head shifted from a metallic headband to a dangling series of jewel adorned gold beads. "Jaune, wait, just calm down. You just have to alternate betwee-Oh!" Her attempt to help him was interrupted when he accidentally flailed into her, knocking them both for a loop...with Pyrrha turning red as her hair when she realized her hands were upon Jaune's torso, which was really starting to show the effects of their private training sessions. "You alright, Pyrrha?" he asked. The flustered huntress could only nod in response.

"WHEEEEEEE!" Her little moment of romantic heart-throb was interrupted when suddenly, recklessly flailing about through the water was none other than Nora. Her tail was pink and lined with white fins toward the end, reminiscent fittingly of an electric eel. Where the tail met her waist, she wore a white skirt with a pink sash on both sides linked by pink beads. Her shell bikini was white with a pink gem surrounded by light blue frills. And upon her arms were two silver armlets with pink heart jewels in the center, with a long see through white sleeve on her left hand, and a pink fingerless glove upon the other.

Ren watched Nora swim about, a soft grin on his face at the fun she was having. His only clothing consisted of a deep pink sash with white tracings in a lotus flower design and black fingerless opera gloves with silver metal bands just at the top of the sleeves below his shoulders. Like Jaune, he had a rather well built physique. The lower portion of him was deep green with small pink splotches while the fins at the end were more folded in and longer than everyone elses. He turned to the cecelian looking mage of their group with the same expression, speaking with delighted interest in his still mostly composed tone, "I must say, Donald. Your magic is really impressive. I never thought something like this would ever happen to me."

Proud of the compliment, Donald smiled and crossed his arms, still hanging upside down in the water. "Thanks Ren. It's nice to be appreciated for once." he said proudly.

Blake perked up as her ears twitched, hearing something swishing through the water behind them. "You guys? Something is swimming this way."

As everyone turned where she looked, they saw...a young woman with a slender hourglass figure. Her eyes were bright blue with full red lips and even deeper red hair that was almost bigger than her entire body. Her only clothing was a purple brassiere made from clam shells. From her waist down, she had a fish like body just as most of the others did, colored green with translucent fins that were a paler green color.

"Is that... a real mermaid?" Ruby said in a gasp of awe. "Wow! Just like in the stories mom read to me and Yang as kids! I love traveling to other worlds!"

Sure enough, the person swimming toward them was a mermaid. Beside her was a bright yellow tropical fish with blue stripes, a blue tail, fins, and flippers. "Come on, Sebastian!" she said with teenage cheer and enthusiasm. Lagging behind the two of them was a red crab, flailing desperately to keep up with the red haired mermaid. "Ariel, wait! Slow down! Don't leave me behind!" the beleaguered crab cried out, a thick tropical accent lacing his voice. His attempt to catch up to the mermaid, Ariel as she was apparently known, was cut off when suddenly, he found himself face to face with the frowning octo-duck. Sebastian let out a squeal of horror at the unfamiliar, bizarre looking creature.

Sora and the others swam awkwardly toward the trio, trying not to look dangerous or suspicious. Of course, Sebastian was already terrified thanks to Donald as he desperately swam as fast as his claws could propel him to hide behind Ariel. "Relax, Sebastian." she said with a giggle as she looked at the eleven strangers with a carefree smile. "They don't look like one of them. Right, Flounder?" she asked her little fish companion, who peeked nervously out from behind her. "I don't know...There's something weird about them." Flounder said, nervously eyeing the group...especially the one with the black hair and tail. Sure enough, Blake was looking at Flounder with a downright predatory expression as she licked her lips and practically started drooling.

"Uhh, heheh. Wh-What do you mean?" Sora asked nervously, awkwardly swimming upward a little when he started sinking. Ruby, Weiss, and Yang quickly managed to restrain Blake before she got any ideas. Which of course made the feline faunus downcast. "Y-Yeah, I don't know what you mean, we're jus-just um, mermaids and mermen like you, Ehehe...Heh." Jaune said...very unconvincingly, earning a Team RWBY facepalm. "Hmm. They do seem...a little different." Ariel observed swimming around Sora and the huntresses. "Where are you from?" she asked.

"We're from-" Ruby started saying.

Sora quicikly remembered how they weren't supposed to inform other people about other worlds. If they explained where they were from exactly and how they could live on land, that would raise too many questions which would lead to exposing what they weren't supposed to. He quickly spoke over her, still trying and not-so-successfully acting to cover up the fact none of them were normal underwater denizens, speaking hesitantly and with some moments of nervous laughter. "We're from kind of far away. And we're not really used to these waters."

"He's as bad an actor as Jaune." Weiss muttered, facepalming.

"Oh, I see," Ariel said, surprisingly buying their story. "In that case, Sebastian can show you how we swim around her."

A stunned look of disbelief crossed Weiss's face. "She actually bought that?" she muttered, looking at Ruby with narrowed eyes and a shake of her head. "Great. Another naive redhead."

Ruby didn't hear Weiss' words but from the corner of her eye, noticed the expression on her face, giving her own visage of confusion. The crustacean floating nearby heard his name being spoken and swam urgently to Ariel, speaking in a way like he was pleading for his life. "Ariel, King Triton will not like this!"

Sebastian's reaction earned merely a roll of eyes and soft shaking head along with a sigh of boredom from Areil. It followed when she had a more relaxed smile when replying in the same curious joy, "Oh don't worry." she reassured the fretting crab. "Easy for you to say..." Sebastian replied in defeat before turning to the group of newcomers. "Okay, it's time to learn how to swim properly."

"Good, cause all this waving around is messing up my hair." Yang said, trying to remain straight while buoyant and seeing her long golden locks fly into her face for the umpteenth time.

"Maybe if you got a haircut?" Goofy said as a friendly suggestion.

The only reply Yang gave him with a dead serious face and a matching tone of, "Never."

Goofy gulped at Yang's low, serious voice as she refused his suggestion without an inkling of hesitation. A powerful reminder of just how attached to her hair the blonde firecracker was. Sora made another mental note to not suggest anything that might even take a lock of her hair off her head...as if the way she lay into that Heartless back in Traverse Town wasn't a big enough indication.

"Ahem. If we may begin the lesson." Sebastian called out, clearing his throat insistently. "Simply alternate between an up and down motion with your tail. Like you would anywhere else. Use your arms at the same time if you must clear a great distance." Jaune wiggled his orange and white striped tail rapidly, only to end up flopping to the side unbalanced. Sebastian scratched his neck at the display and said, "Do not try to force your tail to do a fast motion. Alternate the pattern in a smooth rhythm for now til you get used to it." he instructed, before gesturing to Ariel's fish friend. "Practice swimming with Flounder. Try to tag him." Flounder felt a bit awkward being volunteered like this, especially while under Blake's gaze. She seemed a bit TOO eager to try and tag him. But at least she wasn't a shark or anything, so it should be fine...right?

"Alright, begin!"