"Talking"

"Radio talk"

"Thinking, weapon names, and flashbacks"

Disclaimer: I do not own either Beast Wars or RWBY

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Chapter 12:

The First Day Problems

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Team RWBY's Room...

As the morning sun rays rained into the girls' room, casting its warm light on the sleeping team inside. Weiss tossed and turned to trying to get out of the light until she had no choice but to get up. As Weiss stretched, she looked at the time. It was 7:27 AM. The Heiress remembered that she and the others got back around one in the morning. So about six hours of sleep wasn't too bad, but she still wished she got more.

But her thoughts drifted to last night and how Ruby was so close to disbanding the team over the bickering they were doing. Looking back on it, Weiss realized that Ruby was right. They were to be a team for the next four years and on their first assignment, be it from the Maximals instead of their teachers, Team RWBY broke down and argued with each other. If Ruby hadn't threaten them and forced them to focus, they would have lost the pod and, most likely, had been attacked by Grimm. She then thought back to how Ruby made sure everyone was safe even at the expense of herself.

"She's a better leader then I could ever hope to be. I guess it's time to stop fighting her and start working with her."

With the thought in her mind, Weiss got up and looked around the room. She saw both Yang and Blake still asleep in their beds. But when she looked to Ruby's bed, the young leader wasn't there. She heard the door to the bathroom open and saw Ruby dress in their school uniform. It consisted of a red plaid skirt, a brown jacket with a tan vest, a white shirt underneath, and a red ribbon around the collar. And as a personal finishing touch, Ruby had her signature red hood on.

Ruby saw Weiss and mumbled out a 'good morning' as she sat at one of the desks, deep in thought. This disturbed Weiss. Even though she hadn't known the young girl long, she had a strong feeling that this wasn't normal. Taking in a deep breath, Weiss approached Ruby.

"Ruby? What's wrong?"

It was Ruby's turn to sigh. It was a thoughtful, yet depressed sigh, though it clarified her emotions.

"I made a mistake yesterday and it nearly cost us."

Weiss tried to understand what she meant by it as Ruby continued.

"I should've had us all hit my opponent instead of meeting up at the pod. He overpowered me so easily. If it wasn't for Boomer awaking up when he did…"

She trialed off as Weiss got the picture. Weiss saw how much this was eating her up and she remembered when she compared Ruby to the Matrix the other night. Now Weiss was starting to regret it. Even though she couldn't see what could have happened had things been different, Weiss did make the attempt to comfort the team leader.

"It's not your fault."

Ruby, however, wasn't feeling any better.

"But it was. If only I could use the Matrix..."

And as soon as the words left her mouth, Ruby's eyes widened as she realized what she just said out loud. Weiss was also surprised since she wasn't expecting to her that. Forgetting about Blake and Yang, Weiss let out a shout that startled the two sleeping girls awake.

"What do you mean?! You can't use it!?"

The sudden shout practically made Blake jump from her bed. While Yang was just as startled, she was more tired as she yawed out her first words of the day.

"Hey? What's going on?"

Weiss looked at the two waking girls, mentally cursing herself for her outburst. She looked back at Ruby, who had a pleading look on her face. Pleading with her not to tell them. But Weiss ignored the look as she answered Yang.

"Ruby can't use the Matrix."

Hearing those five words, Blake and Yang became fully awake with concern.

"What?! When did this happened!?" Yang demanded, concerned for her little sister and the strange ability she had mysteriously acquired. Ruby saw the worried and concerned looks on their faces. She knew there was no choice but to tell them the truth. She just wished she had told Optimus first so they could run some scans on her. Ruby looked down at her feet, feeling ashamed.

"Since the Emerald Forest. After whatever I did to Scorponok, I just haven't felt like there was something there anymore. Not even the feeling of it being willing to help me when I need it."

The girls kept silent. After hearing Ruby's confession, each girl had a different thought on it. Yang was super-worried as the Matrix was such an unknown to everyone one. Blake wasn't sure what to think as she just started to study more about the Transformers and their history. Weiss was even more shocked than before. Not only did Ruby make a good plan last night on the fly, but she did it without the Matrix's help. Now more than ever, she was sure Ruby was the true leader of this team.

"Why didn't you say anything sooner?" Blake asked, trying to be the voice of reason.

Ruby shifted uncomfortably in her seat.

"I didn't want you guys to worry."

Yang went up to her sister and placed a comforting hand on her shoulder. Ruby looked up at her elder sister, wondering what she was going to say.

"Isn't this a good thing, though? I remember how scared of the thing you were. And now that's it gone. You should feel great, right?"

Ruby wasn't sure what to think anymore. On one hand, she was glad it was gone. Now she didn't have to worry about losing herself to it. But on the other hand, she felt alone. Like she had lost someone important to her. Someone who was always there for her and helped her when she needed it. Seeing that her team were waiting for an answer, Ruby spoke.

"You were right about it in the beginning. But after some time, it just felt right. Like there was always someone watching over me, helping me when I needed it. But now, I just feel...empty. Like there is something missing from me. And to be honest, without the Matrix, am I even really even able to lead this team anymore? I made a call that almost got us all killed. If the others didn't show up when they did..."

Ruby trailed off, afraid of finishing that sentence. Upon hearing Ruby's thoughts on the subject, no one knew what to say to her. None of them had ever felt the way Ruby was feeling at the moment, so they didn't know what they could say to her. Their silence was enough for Ruby. Sighing, Ruby stood up and made her way to the door.

"I need some air. I'll see you at class. And also... Weiss? Blake? You two should head to the Axalon. You both need medical scans so the CR chamber can help you if you get injured during a mission."

After Ruby left, the girls just stood where they were, unsure what to say or do. Even Blake wasn't even thinking about the medical scan possibly revealing what she truly was. In fact, after listening to Ruby, her scan was far from her mind. Weiss then broke the silence by going into the bathroom to get ready.

"And once again, that dunce has thrown my world upside down. She didn't have the Matrix on that last mission, but still able to lead us. And she thinks she's not worthy to lead us."

Even after Ruby's skill on the field, Weiss still thought of herself as a better leader.

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Vacou: Darksyde...

Megatron was starting to think that being annoyed and ready to kill his men was going to be the new norm for him. Because once more, they did terribly. Not only did they lose both pods, the Desert Trio was arrested while the Lieutenant barely got away. Currently, he was looking at the Lieutenant from his command chair with the Predacons, some of the White Fang, Adam, Torchwick, and Neo watching the proceedings.

"Lieutenant. Not only did you fail to get the stasis pod, three of your comrades are now incarcerated while you fled with your tail between your legs. What do you have to say for yourself?"

Megatron leaned in closer while those presently watching whispered amongst themselves. Not wanting to incite the wrath of Megatron, the Lieutenant spoke, trying so hard to be careful with his words.

"The Desert Trio were knocked out and the pod released the Maximal inside. Then, the rest of the Maximals arrived on the scene. I was outnumbered and didn't see any other means of success. In addition, the mission was to get the pod, not to fight all the Maximals."

Megatron understood where he was coming from. Still, the Lieutenant needed to be punished. After all, if he let him go, his "allies" may think his power was nothing more than a crock. And the last thing Megatron needed is more insubordination.

"Be as that may, you still failed and lost your men. For that, you must be punished. Until I say otherwise, you are to organize all the Dust and energon we have gathered so far as well as polishing everything in our armory."

Megatron then let out a menacing growl at the Lieutenant that made the Faunus cringe in fear.

"Consider yourself lucky that I am in a generous mood. If this happens again, Lieutenant, you will lose than your rank."

The Faunus and present humans were shocked. The Lieutenant was being punished for things out of his control. And Megatron threatened him with his life. A threat Megatron wanted to act on, but retained himself for the sake of keeping the White Fang under his control.

The Lieutenant bowed before Megatron, mentally grateful that he was still alive. Though now he was wondering if it would have been better if he had been captured instead.

"Understood."

After the lieutenant left, everyone was ordered to return to their duties. Adam was about to leave the room when Torchwick walked by him and slipped him a piece of paper. Making sure no one saw this, Adam went to his quarters and looked at what the human gave him.

Predacon Information

Scorponok: Major yes-man. Will do whatever Megatron tells him to do. Has science skills, though not as good as Tarantulas. Seems he is now scared of "Little Red." Will stay with Megatron, no matter what.

Wazzpinator: Mostly stays in the back and follows orders. Somehow always fall apart in a fight, but can be put back together. Could betray Megatron if given a good reason.

Terrorsaur: Hardly loyal. Has shown desires to rule the Predacons. Will try to take out Megatron whenever he can get the chance. Could be trouble, even if he is on our side.

Tarantulas: The more brilliant scientist. Prefers solitude. Not sure why he joined up, but I feel he is hiding something from all of us. Not sure if he'll join us.

After reading this, Adam then burnt the note so no one could find it. He then laid down on his bed as he thought about what the Lieutenant told him when he returned.

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Flashback: The Night Before...

After the Lieutenant returned empty handed and lost the Desert Trio, he was sent to the brig for his failure. And with the mood Megatron was in, no one was going to say anything. As Adam walked to the Lieutenant's cell, he saw Scorponok standing guard.

"Move." Ordered Adam.

Scorponok did nothing, angering Adam as raised his voice.

"I said MOVE!" He repeated with more force.

It was then that Scorponok acknowledged him, though he remained in his place.

"I am under strict order to not let anyone into this room until Megatron is ready to deal with him."

Adam was ready to cut off the bot's head when Torchwick walked by.

"But isn't the White Fang under Adam's control?"

Scorponok pondered the question for a moment before answering with uncertainty.

"Yes?"

It was then that Torchwick laid the trap.

"Then he should be able to get a few minutes with his man."

Scorponok thought about it for a minute before answering again.

"Megatron said 'no one is to go inside.' So that means no one is to go inside."

"But what if Megatron ordered him to talk to the Lieutenant? To better understand what happened?" Torchwick countered, knowing it wasn't long before the scorpion gave in.

Hearing this, Scorponok became fearful. Though he still had his suspicions, could there be a chance that Megatron would ask him later and became angry?

"Then he would have to tell me first."

Adam then stepped in, wanting to end this.

"Congratulations. You have passed the test, Scorponok. It's good to see that you can still follow orders. Now, let me inside."

Scorponok nodded and moved away from the door. As Adam walked in, he nodded to Torchwick, who was walking away.

Once inside the room, Adam saw the Lieutenant sitting on the cell's cot. Once he saw who entered the room, the Lieutenant stood up and awaited whatever Adam was going to say to him. Adam leaned against the wall as he asked his question.

"What happened?"

As ordered, the Lieutenant then told him everything. He even informed him about encountering Blake with the Maximals. Hearing this, Adam fell silent. The Lieutenant knew better than to press on about her. He knew what Blake meant to Adam and how sensitive it was for him. Finally after what felt like forever to the Lieutenant, Adam spoke.

"Keep quiet about this. I don't want anyone outside of the White Fang to know about Blake."

"Why?" The Lieutenant asked, confused.

Adam answered with a stern voice and a cold glare beneath his mask.

"Because if they find out one of our own went to the enemy, what do you think Megatron will do to us?"

The Lieutenant shuddered at the thought and agreed to keep quiet. Adam straightened up and made his way to the door. He gave one last look to the Lieutenant before he left the brig.

"Remember. None of the Predacons must find out about Blake. Until I say otherwise."

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Present

As Adam thought about Blake, he couldn't wrap his head around why she joined the Maximals. He kept his thoughts on her as he closed his eyes for a catnap.

"One way or another, we will be talking again, Blake."

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Beacon: Professor Port's classroom

Back at Beacon, it was 9 AM and the girls were in their first class with Professor Port. Port was a middle-aged man, around his fifties. He wore a double breasted burgundy suit with gold piping and buttons. His pants were brown and were tucked into his olive boots. He had gray hair and a gray mustache. And the thing that stood out the most for him was that he was slightly overweight and that his eyes looked like they are closed.

His classroom boards were filled with different types of Grimm and notes on each on one of them. Above the boards was an axe-blunderbuss weapon. And in front of the boards was the professor's desk with a bust of himself.

To say he was proud of himself would be an understatement.

As the rest of Team RWBY came in, they saw Ruby sitting in the front row and joined her. As they sat down, they were about to speak when Professor Port started his lesson, his loud, boisterous voice catching the attention of every student in the classroom.

"Monsters! Deeemons... Prowlers of the night! Yes, the creatures of Grimm have many names. But I merely refer to them as prey! Ha-ha!"

No one laughed at his joke.

As Professor Port continued on, Ruby got a headache that she remembered all too well. The next thing she knew, she was out of it. Weiss, who was sitting next to her, saw the far-off look on her face and got worried. Weiss quickly wrote a note and passed it to Yang.

"What's wrong with Ruby?"

Yang looked at her sister. She, too, noticed Ruby was looking a little off. However, it was a look she was familiar with and wrote back to Weiss, carefully sliding the paper to her so the professor wouldn't notice.

"It's the Matrix. It's talking to her."

Reading this, Weiss looked at Ruby, wondering what was going on in her head.

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Ruby's Mind...

When Ruby came to, she saw nothing but white. Her classroom had disappeared and her professor's lecture had been silenced. As she looked around, Ruby asked herself a question.

"Where am I?"

A sudden male voice from behind Ruby made the girl jump.

"We are inside your mind right now, Ruby Rose."

When Ruby turned around, she gasped. Standing before her was a red-white-and-blue robot that, although he would've towered over her in real life, was currently the size of a grown human man. Thanks to the Matrix and her conversations with the Maximals, Ruby knew all-too well who this robot was.

"Optimus Prime."

Optimus nodded. Though he had some sort of metal plating over where his mouth should be, Ruby could sense a smile coming from him.

"It has been some time, Ruby. How have you been?" he asked.

Getting over her initial shock, Ruby proceeded to answer Optimus' question. Though she also remembered a question of her own.

"I've been better. But there is something I've been wondering about."

Ruby didn't need to say anything more as Optimus had a pretty good idea what was wrong.

"About why you haven't been able to access the Matrix, lately?"

Ruby nodded in response. Seeing this, Optimus began to answer her question.

"Back in the Emerald Forest, you accidently used a failsafe move. It is where the Matrix uses its energy to blast your enemy."

"Like a Prime Blast?" Ruby asked him.

This caused Optimus to laugh.

"Yes. That is a good name for it."

He then continued, resuming his serious tone.

"The Prime Blast uses the Matrix energy to attack your enemies. However, because you have only recently discovered that you possessed it, the Matrix must recharge before you can use it again. Not unless you have full access to it."

Hearing this confused Ruby.

"I don't have full access?"

Optimus nodded to her.

"That's right. Until you take my test, you can only use portions of the Matrix. And when you use it, you must take time to let it recharge."

"Then when can I take the test?" Ruby asked.

Once again, Optimus Prime answered her.

"Not until I feel you are ready for the full power of the Matrix."

Ruby thought of what this meant. An idea came into her mind that made her grin widely.

"Then that means I'm a Prime-in-Training?"

She then saw herself with a gun similar to Optimus Prime's, gunning down both Predacons and Grimm alike. Now she really wanted to work on her new gun. Maybe even incorporate it into Cresent Rose? How cool would that be if her scythe could shoot lasers instead of Dust bullets?

However, Optimus deflated her mood.

"No. More like a candidate to be a prime, if anything."

Hearing this caused Ruby to frown. She then decided to ask another question she been wondering about for some time now.

"Optimus? If I do get full access to the Matrix, will I still be me?"

Optimus knew this question was coming and it wasn't because of their connection to the Matrix. Instead, he knew because of his own experience. Ruby didn't know it, but Optimus could see her as an organic version of his former self: Orion Pax. He gently placed a hand on her shoulder and looked at her straight in the eye.

"I had the same fear when I first got the Matrix. But over time, I found out I was still myself. Just a little wiser than before. After all, haven't you found that you're a little wiser now than before the Matrix awoke within you?"

Ruby then thought about it and realized Optimus Prime was right. She was smarter than before. Whenever she spoke to her team, she spoke more like experienced adult rather than her formerly normal 14 year-old self. Not that she had a chance to think, it wasn't her team she acted to. She spoke similarly to Jaune and Coco on her first day at Beacon.

But as she remembered these moments, Ruby remembered what happened the night before. The arguing. The clashing personalities. Weiss' ice-cold prissiness, Yang's fiery temper, and Blake's shadowy, reclusive nature. Last night, Ruby was ready to give up on the four of them being a team and call on Ozpin to dissolve RWBY. If she was supposed to be a leader for both her team and for whatever reason she had the Matrix for, was she even qualified for the job when she can barely keep her own team on the same page? She looked to Optimus Prime, praying he would have the answer to her impending question.

"But Optimus. How do I prevent things like last night from happening again. Am I even a good leader without the Matrix?"

Optimus took his hand off her. He and the environment around them was becoming blurry.

"It seems we must part for now. But I can answer your question before your mind returns to the world. Whether or not you can be a good leader is all up to you. You alone can make the choices on which path you and those who follow you can take. But be sure to take the time to think of how your choices will affect the future. And above all, take good care of your friends. I sense they will grow along with you in the near future."

But before Ruby could ask, everything when white.

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Back in Reality...

When Ruby came to, she saw Weiss in her fighting clothes fighting a boarbatusk, a black boar Grimm with white bone armor. Weiss lunged at it, but her Myrtenaster got caught by the tusk. As she tried to free it, the boarbatusk turned its head and tossed her weapon away from her before headbutting her away.

Professor Port called out to her as he stood to the side of the class, watching everything.

"Oh-ho! Now what will you do without your weapon?"

Seeing this, Ruby's instincts kicked in. She called out to Weiss as soon as an idea kicked into her head.

"Weiss! Let it come to you! Then shoot it in the stomach!"

Weiss nodded and pulled out the gun from its holster.

"A secondary weapon? A wise decision that may save your life one day." Professor Port praised her as the boarbatusk charged at her.

Weiss use her glyphs semblance to create some ice under the boarbatusk. Once it was ready, she slid under it while firing at its stomach. The boar-like Grimm squealed in pain as it collapsed. As it evaporated, Professor Port once again praised Weiss.

"Bravo, bravo! It appears we are indeed in the presence of a true huntress-in-training."

Gazing at the clock, Port spoke out to the class.

"I'm afraid that's all the time we have for today. Be sure to cover the assigned readings. And stay vigilant! Class dismissed."

Hearing this, Ruby got up and left the class in a hurry before her teammates could say anything. Ruby had to deal with what Optimus told her. And she needed some time and space to think.

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Beacon: Courtyard

After leaving Professor Port's class, Ruby had some free time till her next class. So she went to the courtyard. She sat on a nearby bench and began to think about what Optimus told her. As she thought about it, she failed to see someone walk over to her until a familiar voice broke Ruby out of her thoughts.

"What's with the look?"

Looking up, Ruby saw Coco, who was dressed in her school uniform, though she still wore her signature hat and sunglasses. Approaching her, Coco took a seat next to Ruby. Ruby put on a smile as she greeted the girl.

"Coco. How are you?"

Coco tilted her glasses so she could look at Ruby with her eyes. Even though she had only met her once, Coco could tell something was wrong.

"I should be asking you that? You're the talk of the school with how you took that shot for the heiress."

Ruby was surprised that people heard about that. She was unsure of what to say. After all, wouldn't anyone do that for their teammates? Coco then gave her a hard gaze.

"So? Why did you do it?"

Ruby wasn't one to lie. But she couldn't exactly tell Coco about the Predacons. That could get her involved in the Beast Wars. And to Ruby, four people knowing about it was enough already. Still, she was able to give her reason why she took the shot for Weiss, despite the heiress being hostile since the moment they've met.

"Because she couldn't get out of the way in time and she's my teammate. I couldn't live with myself if I didn't do something when I know I could have."

Coco analyzed Ruby's responses before smiling with satisfaction. This was the sign of a good, honest leader. So Coco voiced her opinion to the red hooded girl.

"I guess that makes you a good leader then."

Ruby froze with confusion upon hearing that. Then, upon remembering the night before, Ruby looked down to the ground sadly.

"Am I a good leader?"

It was then Coco's turn to be confused.

"What do you mean?"

Not looking at Coco, Ruby continued to explain in the form of a question.

"Can I be a good leader? Or will I get everyone hurt? Or worse?"

Coco didn't say anything for a bit. She didn't know what could bring something like that up after three days of official leadership. Whatever brought this, it was clearly affecting the younger girl. Coco took her sunglasses off and looked Ruby right in the eyes once again.

"I don't know what caused you to act this way, Ruby. But I do know you've shown the school something during your initiation. Not only did you impress the headmaster enough to get enrolled in Beacon two years early, but you were willing to sacrifice yourself for your teammates. A bad leader wouldn't care about their teammates, just themselves. But you. You jumped in without a moment's worry to take a shot for someone you didn't even know. In my eyes, you're already a great leader."

Hearing Coco praise her like this made Ruby tear up. Not with unhappiness, but gratitude. Here was a girl she only meet once praising her like this. Perhaps she was capable to be a leader if she was getting praise from an acquaintance. Grateful and having wiped away her tears, Ruby gave Coco a hug.

"Thank you."

Coco returned the friendly hug, glad she could help the girl. After she released the girl, she placed her sunglasses back on her face.

"Don't mention it, Ruby. If you need someone to talk again, just find me. After all, we leaders got to help each other out. One more thing, know your limits and the limits of your team. That will come in handy in the future."

Hearing this, Ruby nodded and the two girls went their separate ways.

Unknown to both of them, Ozpin was nearby, hiding behind a tree, and he had heard everything.

"Hmmm… What could cause her to question herself like that when she hasn't even gone on a mission yet?" Ozpin asked himself as his questions surrounding Ruby grew as he took a sip of his coffee.

Perhaps a call to Qrow Branwen was in order. After all, he was her uncle and he knew Ruby better than Ozpin did. Still, there is a feeling Qrow himself might not know either.

However, seeing Ruby and Coco's interaction gave Ozpin an idea for a new project.

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Vale: Patch: Axalon...

While Ruby and the girls were at school, Rhinox was giving Tigatron and Boomer their upgrades. Currently, he was in the repair lab giving Boomer the last little bit of his upgrade after finishing with Tigatron earlier. As Rhinox place the new chip into Boomer, he heard Tigatron and Cheetor talking behind him.

"Are you sure you don't want to stay here? It would be great to have another cat around here." Cheetor asked his fellow cat bot.

Tigatron just shook his. His mind was already made up on the matter.

"I'm afraid I'm not ready to stay here just yet. I wish to see the beauty of this world with my own eyes. And to do that, I must travel its lands at my own pace. And I wish to return to my fellow beast kind."

Hearing this saddened Cheetor. Tigatron saw this and reassured him.

"But that doesn't mean we can't talk."

That brightened up the atmosphere at least a little bit. Rhinox smiled inwardly after hearing them as he closed up Boomer.

"There we go. Now you won't have any problems with your radio."

Boomer grinned as he examined his repaired gear.

"Thanks, doc. Can't wait to show those Preds what I can do."

Suddenly, the base shook. The sudden shock caused Cheetor to fall while Rhinox and Tigatron steadied themselves. Boomer had the advantage of being of being in a chair when it happened, though he still held onto the chair out of reaction. Not liking this, Rhinox was quick to give orders.

"The command center! Now!"

The four of them raced to the command center without any argument. Something was wrong if the base shook. Once there, they saw the others looking though one of the monitors.

"What's going on?" Asked Rhinox.

Optimus turned around and had a confused look on his face.

"We're under attack. But it's not from who you would think."

This confused the recent arrivals. Was it humans? Had they found their base? Optimus pointed to one of the monitors. Upon observation, the four were surprised to see two Beowolves on the Axalon's roof, clawing at it, trying to get in.

"Are those...Grimm?" Cheetor asked as he rubbed his optics to make sure he wasn't seeing things.

Boomer and Tigatron looked at the Grimm curiously. They've heard about them from the Maximals (and Team RWBY for Boomer), but they had never seen one before now.

"Crikey! Are those the Grimm things we've heard about?"

Cheetor nodded at the kangaroo Maximal.

"That's right. Though they don't really bother us. Usually, they avoid us like a plague."

"Then why are the attacking us now, mate?" Boomer asked, confused.

As Cheetor tried to find an answer, Tigatron stared at the Beowolves. It was as if he was trying to understand them.

"Those creatures… they are not from this world, are they?"

"That's…. something we're trying to figure out." Optimus told Tigertron as another Beowolf landed on the roof.

To be honest, he wasn't sure where the Grimm came from at all. If they had come from somewhere other than Remnant, it must have been millennia ago since the humans had adapted to combating them rather well. But now was not the time to contemplate on the origin of the Grimm. Right now, there were Beowolves on the Axalon. Regardless of their tech, the Maximals were still at risk of a damaged fuel canister or the cliff the ship was wedged would breaking apart, sending the ship into the canyon below.

"Find out where they're coming from!" Optimus ordered.

Rattrap typed in a few commands as two new Grimm showed up.

The first one was a gorilla-like Grimm. It had the usual black skin and white bone plating here and there. It look like it was twice the height of any normal human and much more muscular. But the one thing that stood out for it was the glowing eye socket.

The second new Grimm was the weirdest and most dangerous looking one of them all. It looked like a mish-mash of stone and wood with a single-eyed mask on the main body. Yet according to the scanners, there was something else inside the massive golem-like creature.

Seeing the two, Optimus turned to Dinobot.

"What are they?"

After settling in with the Maximals, Dinobot took the initiative to study up on the Grimm in case something like this would happen. So he did some researched and asked Ruby and Yang about them to create a Grimm database for the Maximals. After a scan of each of the new Grimm, the results came.

"The ape is called a Beringel. Very strong and durable. It may take more power to put it down. The other is a Geist. A very dangerous type of Grimm. They are, in fact, ghost-like in an appearance. However, they have the power to possess objects to form a new body called a Petra Gigas."

With that, Optimus gave out orders.

"Cheetor. You, Tigatron, and Boomer take care of the Beowolves on the roof. Rhinox, Rattrap, and Dinobot. Take the Geist. But be careful. We don't know if it can take over our bodies. I'll deal with the Beringel."

With that, everyone rushed to their objectives.

Once outside, Cheetor, Tigatron, and Boomer easily took care of the Grimm on the roof. Remembering what Ruby had told them, the three Maximals were quick to get their weapons out and attack. Cheetor and Tigatron shot at the Beowolves with their blasters, while Boomer used his sword to decapitate the last one.

Meanwhile, Rhinox, Rattrap, and Dinobot were firing their weapons at the Geist. But the Geist proved to have greatest defense as it covered itself with its stoney arms.

"This is getting us nowhere!" Rattrap cried out as he dodged a stone fist.

Dinobot agreed if they did not do anything soon, the Geist would either possess them or crush their bodies with its stone body. However, he noticed something as they fought. Every time they fired at it, the Geist covered its face with its arms. They could attack anywhere, but the Grimm wouldn't flinch unless they were close to the mask. That meant one thing: its face was its weak point!

Thinking quickly, Dinobot rushed over to Rhinox, who was perfect for the plan he had in mind.

"Throw me at the Geist's face!"

Hearing this, Rhinox looked at Dinobot incredulously.

"Are you out of your mind?!"

"Maybe. But do you have any better idea?"

Dinobot had a point. None of them had a better idea. However, Rhinox hoped that Dinobot's hunch, whatever it was, was right. Rhinox disarmed himself, allowing Dinobot to approach. He then picked the ex-Predacon up and waited for a clear shot. As he waited. Cheetor and the others came to help and opened fire. As the Geist went to attack and defend, Rhinox saw his chance as tossed Dinobot with all hit might.

As Dinobot flew through the sky, he saw his target getting closer and pulled out his sword. Once the Geist saw Dinobot, it was too late. With a swift slash, the sword cut across the mask. The Geist struggled for a bit before the rocks fell apart. In an attempt to flee, the Geist discarded it's Petra Gigas from and began to flee. However, a quick shot in the face from Rattrap was enough to snuff out the Grimm for good.

Once it was over, Rhinox went up to Dinobot.

"You're crazy."

Dinobot just grinned.

"Sometimes, Crazy works."

Everyone then turned their attention to Optimus' fight with the Beringal.

Optimus was in Beast Mode and was fighting the Grimm in a gorilla-on-gorilla fight with the Grimm.

When he first jumped into the fray, Optimus found himself frustrated. Despite the size and proportions, the Beringal was faster than he thought. Each time he shot at it, the Grimm would dodge it until it got up in his face. Seeing that conventional means were out, Optimus transformed into Beast Mode and stated to trade blows with the Beringel in a gorilla-based fist fight.

Currently, the two were stuck in a grapple and neither one could overpower the other. However, the Beringel did something weird. It turned its head away from Optimus. It was as if it was listening to something. Or someone. It then for no reason released Optimus and fled. When Optimus regained himself, the Beringel was long gone.

As the others regrouped, Cheetor asked the question that was on everyone's mind.

"What the spotted heck was that all about?"

Optimus kept his eyes at where the Beringel escaped, answering Cheetor's question with a theory of his own.

"I don't know, Cheetor. But one thing is for certain: something... or someone... is controlling the Grimm."

Hearing this, no one knew what to say. This was a huge problem and none of them knew how to deal with it. They don't even how to tell the girls.

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Beacon: Glynda Goodwitch's Combat Class...

Meanwhile, back with Team RWBY, Ruby was feeling a lot better after her talk with Coco. As Goodwitch finish explaining everything to her class of what they are going to do, she then looked at them all.

"We have about ten minutes until the end of class. Would anyone like to volunteer for a practice match?"

Interested, a few students, including Ruby, raised their hands.

Seeing Ruby's hand, like Ozpin anticipated, Goodwitch picked her.

"Now then, for your opponent."

Secretly, Goodwitch was glad to see that Ruby her raise her hand. After what happened in the forest, she wanted to see how Ruby fought and try to figure out what really happened. Like Ozpin, she didn't believe in the story Ruby had told them and that she was hiding something. Hopefully, this training exercise will bring the truth out.

"Miss Goodwitch?"

Glynda looked over at Ruby, wondering what she wanted.

"If its ok, can I pick my opponent?"

Hearing this, Glynda wondered who Ruby had in mind. Out of curiosity mostly, she gave her permission.

"Very well. Who is it then?"

"Pyrrha Nikos."

Many gasped at hearing this. After all, Pyrrha was the best fighter in the whole school and very powerful at that. Even Glynda feared Pyrrha was too much for the young hooded girl.

"Are you sure about this Miss Rose? She is a world champion." Glynda warned her.

But then, she saw the look in her eyes. They said that she wouldn't back down and face the challenge head on. Seeing that she wouldn't change her mind, she looked at Pyrrha.

"Is this acceptable?"

Pyrrha thought about it and looked at Ruby. Why would inexperienced Ruby want to have a practice fight with her? Just like Glynda, she was very curious. And there was only one way to satisfy her curiosity.

"Yes."

Several minutes later, after the two girls changed from their uniforms into their own gear, the two stood in the area. Ruby got Crescent Rose ready as Pyrrha did the same with Miló and Akoúo. Miló was a javelin, a Xiphos sword, and rifle; while Akoúo was a shield.

"This fight will only last three minutes or until one of your aura levels are too low to continue."

Both girls nodded. With that, Glynda gave the signal.

"Begin!"

Normally, Ruby would rush in to offset her opponent. But this time, she used Crescent Rose in sniper-mode. She fired off a few shots, but Pyrrha block then all. Then, Pyrrha return-fired. But Ruby used her semblance to move out of the way and moved behind Pyrrha. She then brought up her scythe and was about to swing when Pyrrha noticed and got out of the way.

As Ruby recovered from the missed swing, she looked at her weapon.

"Something not right here. That should've at least come close."

Ruby then went for another swing. Like before, she missed due to Pyrrha using Akoúo to block it. Ruby got away from her and looked down at her weapon again in confusion.

"I don't know how's she doing it, but she's moving Crescent Rose around. If this keeps up, she'll have control of the battle."

It was then she got an idea.

"Unless…"

Pyrrha was about to attack when Ruby did something no one was expecting. She spun around and tossed Crescent Rose at Pyrrha. Pyrrha was so taken back by the action, she barely rolled out of the way. She looked over at Ruby, only to see she was gone. Pyrrha then felt something cut her right arm. She looked down and saw blood coming out of her arm. She looked back and saw Ruby with daggers that came out of her bracelets. These weapons were new, though she did see the bracelets on her before. But the weird thing about them was it looked like they were almost glowing.

Meanwhile, the students and Glynda were shocked by what Ruby just did and the fact that she made the invincible Pyrrha Nikos bleed. Pyrrha placed a hand to her wound to check to see if it was real. She was shocked to feel the warm blood against her hand. She then stood up and looked at Ruby with a smile.

"It's been a long time since someone has made me bleed."

Pyrrha smiled as she charged at Ruby. Ruby saw this and charged, too.

Ruby was at a disadvantage as Pyrrha was using a javelin, while she was using daggers. A disadvantage Pyrrha was going to take advantage of as she used her semblance on it. But to her surprise, it didn't work. Her surprise showed on her face.

"Impossible! My semblance had never fail before."

She swung at Ruby, who used her speed to dodge. Ruby thought to herself as she was forced on the defense.

"I was right! She can't control Cybertron-based weapons. They're made from a different metal than the weapons on Remnant!"

Her only hope was to grab Crescent Rose. Knowing it was now or never, Ruby used her speed to get to her weapon. But Pyrrha knew she would do that and used her semblance to move her weapon towards her feet, tripping Ruby. As Ruby regained herself after, she saw Pyrrha with her blade pointed towards her face.

"Do you yield?"

Pyrrha knew Ruby had no moves to get her out of this predicament. Ruby knew it to. But before she could do anything, the buzzer went off.

"That's time!" Announced Glynda.

Pyrrha and Ruby separated from each other as Glynda spoke to the class.

"Now then. All of you, off to your next classes if you have any. Miss Rose? Miss Nikos? May I have a moment of your time?"

As the class left, Ruby and Pyrrha approached their teacher.

"That was a very good fight, but I need to know one thing. Miss Rose, why did you throw your weapon away like that?"

Ruby shifted a little under Glynda eyes as she answered.

"Well... it was because Pyrrha was controlling it somehow."

Pyrrha was surprised at this. Not many people knew her semblance was Polarity. Magnetism manipulation. How did Ruby figure out her semblance from that one fight? Pyrrha proceeded to asked Ruby a different question.

"But how did you figure that out I only made small changes to your swings?"

Ruby turned to Pyrrha before answering.

"It's because you made the changes I figured it out."

This confused both Glynda and Pyrrha. Noticing this, Ruby proceeded to explain further.

"Crescent Rose is a large weapon. When I swing it, I feel everything that moves against it. By changing its direction even slightly, I could figure out you did something to it.

This surprised Pyrrha even further while Glynda raised an eyebrow.

"Then why did you toss your weapon at her?"

Ruby shrunk a little as she answered.

"I needed a distraction to get in close."

Glynda nodded and understood. If your opponent can control your weapon, then the best way to defeat them would be with a distraction. It was a good plan, but it still had flaws.

"Very well. But you need more practice with those daggers. It is clear that they are new. As I have seen, you are more advanced at heavy weaponry rather than anything that small and light. That is why you should find someone to help you with it."

She then dismissed the girls.

"That is all."

Hearing this, Ruby and Pyrrha left as Glynda went over the footage again. The battle was recorded for future reference such as one needed to develop one's combat skills. Or in Glynda's case, to discover the mystery behind the silver-eyed girl.

"There no way a girl her age can know these tactics and figure out a semblance that fast. Especially when Miss Nikos was adamant that her semblance be kept a secret."

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Later that day, Ruby walked into her room. She was planning to check in on Tigatron and Boomer to make sure they were doing ok. Once she entered, she saw Weiss and saw the look on her face said 'we need to talk.'

"Hey, Weiss. How was your day?" Ruby asked her, hoping to avoid whatever talk Weiss had planned.

Unfortunately for Ruby, it didn't work.

"Don't try to change the subject. You have been avoiding us all day. And I, for one, want to know why?" Weiss told her.

Ruby sat down on one of the beds and sighed. As much as she wanted to, she knew she couldn't avoid it any longer.

"It's because of what happened last night."

Weiss raised an eyebrow in confusion.

"But the mission was a success?"

Ruby, however, continued, not caring that their mission was indeed a success.

"Barely. I was caught and you we're about to give up to save me. If it wasn't for Boomer, I might be in a lab as Megatron tries to find out about the Matrix. You could be a prisoner for ransom what with your connection to the Schnee family...or worse. And Yang and Blake would most likely be dead."

Hearing this, Weiss silently agreed. If it weren't for Boomer, their predicaments would have been most dire. But Ruby was wrong on one point.

"You're right. If I was leading, we would have be captured or worse. As much as I hate to say it, you're the better leader."

Hearing this, Ruby looked at Weiss with shock. She never thought she would hear Weiss Schnee, of all people, say that. Weiss continued to explain.

"Ruby. As a Schnee, I'm expected to uphold a high standing. I have to be the best in whatever field I go into and stay there. When I first met you, at first I thought you would only slow me down and hold me back. But now, after surviving both the Predacons and the White Fang with you leading us, I know now that I can't reach your level of leadership. And don't say it's because of the Matrix. You've proved last night that you don't need it. After all, we four huntress-in-training took down three White Fang members with little problem. And in regards to the Matrix, I was jealous of you having it. To have someone guide you when you need it and never get angry with you when you mess up. It's something I wish I'd had."

Ruby, didn't know what to say. Instead, she stood up and walked over to Weiss. Weiss wondered what she was going to do. She was shocked when Ruby hugged her. The hug lasted for about a minute before Ruby pulled away. Ruby smiled as she started to pull out a box from under her bed as she continued.

"Thank you. I needed to hear that. I've been beating myself up over what could have happened rather than focus on what did happened. You're a great friend Weiss."

Hearing this made Weiss a little teary-eyed. No one had truly called her a "friend" without an ulterior motive before.

But she did wonder what was in the box. When she asked, Ruby pulled out four metal blocks. She placed the blocks on each corner of the bed as she explained.

"Well, I thought we could make some more room in here. But in order to do that, we would have to get rid of the beds. So I thought 'let's turn the bed into bunkbeds.'"

Weiss was about to say something, but held her tongue. To be honest she always wanted bunkbeds when she was younger. Now it seemed to be the best chance to had one.

"Here. Let me help you." She told Ruby as the two of them place a bed on top of the metal blocks.

Weiss looked at the beds. There was barely any room between them. This caused her to frown.

"It's a little tight, don't you think?"

Ruby brought out her scroll and punch in something. Soon, the block lifted up the top bed until it was a good distance from the bottom bed and the ceiling.

"You were saying?" Ruby told her, smugly.

Weiss nodded in satisfaction. Ruby then turned to Weiss with a serious look on her face, making Weiss wonder what she was going to say.

"I call top bunk!" She yelled and jumped up onto said bunk with childish enthusiasm.

Weiss was taken back by her action, but soon composed herself.

"Why do you get top bunk?" She demanded.

Ruby looked at her with a smile.

"Because I'm team leader, that why. Also, I called it."

Weiss then jumped up and the two started to playfully fight over the top bunk, laughing.

00000000

Unknown location

In an unknown, location where there were dark purple crystals everywhere and where everything looked like it was dead in some way, even the sky felt like death. A lone figure walked over to a Beringel, the latter bowing to this person. And on closer inspection, one could tell this was the same Beringel Optimus Primal fought earlier.

The person looked like a woman, but her skin was deathly white with deep crimson veins running all over. Her eyes were jet black sclera with blood-red irises. On her forehead there was an eye-like marking. Her hair was white with it shaped into a bun with six off-shoots with ornaments hanging from it. She wore a very long black dress that had red designs on it.

She soon reached the Beringel as she looked at it.

"Tell me. What did you learn about them?"

The Grimm answered her in growls and grunts. As she listened, she started to frown at what she heard.

"That will be all."

With a wave of her hand, the beast walked away. This left the woman alone as she gazed out into the distance.

"So. Cinder was right. I must change my plans to take on these creatures. But if I'm not careful, it would bring...unwanted attention."

00000000000

Well, I hope everyone enjoyed this chapter. For this one, I just wanted to show the pressure Ruby was under and how she was allowing her mistakes to eat her up. And to show how the Matrix works inside of Ruby a bit.

I also hope you enjoyed Salem's little part in this chapter. I plan to bring her in more so in the season 2, but she might make appearances here and there.

Until next time.