RWBY: Enter 555

by Spartan719

Makoto is a freshman to the prestigious Beacon Academy with a secret that few people know. Watch as this young man tries to fit in at Beacon while at the same time defend against an evil corporation that's after a certain item of his. Something they've been looking for during the last 10 years.

10. Special 1: The Beast Within

AN: Alright, it's been a while since I've done this but according to my update rotation schedule, it's time I update one of my Kamen Rider stories. And now it's time to update one of my more well-known stories, Faiz! This special arc is something I've been thinking about for a while. So, let's hope that it'll all turn out to be something special at best. Now…Showtime!

Disclaimer: I do not own Kamen Rider Faiz or RWBY except OCs.

---

Special 1: The Beast Within

Makoto was running through a forest as best as he can with his team right behind him, following. They were also wearing their Rider Belts but they were all damaged because of the beast that is now trying to kill them.

"This is bad! This is really bad!" Kiba remarked as he tried getting his belt to work, only for it to spark and glitch.

"It's catching up on us!" Echo remarked as she looked back, only for something big to tackle her. MYT could do nothing but only hear her screams following by the sounds of something being shredded.

"ECHO!" Tiber stopped and pulled out Bianca before stopping, making MY reluctantly stop too.

"Tiber, what are you doing!?" Makoto asked while Tiber had a defiant look on his face.

"You two go ahead! I'm gonna save my sister or at least, buy you two enough time to get away. Now…GO!" He yelled, getting the two Orphnochs to run away just as the shadowy beast landed in front of the male Setimus twin.

Tiber said nothing but roared as he aimed Bianca and fired but the shots didn't seem to affect the monster much before Tiber transformed Bianca into its lance mode. He charged but the beast tackled him and impaled its claws into his chest, killing him.

Meanwhile Makoto and Kiba kept running until they ran into a clearing.

"Which way should we go!?" Makoto asked Kiba but before the former Dark Rider can respond, the dark beast tackled him from behind before snapping his neck which killed him.

Makoto pulled out his sword as he then shook in fear before the beast threw something at him. Makoto braced himself before the thing landed in front of him, revealing to be Ruby's bloodied corpse.

"No…no, no, no, NO!" Makoto said, mourning Ruby before the beast tackled Makoto. The moon then shined down upon them, revealing the beast to be the Wolf Orphnoch. Makoto looked terrified as his Orphnoch form roared at his face and raised his claw before bringing it down for the killing blow.

---

(Reality)

Makoto immediately opened his eyes as he then jolted up, sweating with his hands shaking. He looked around to see that he was still in his dorm with his teammates still alive and sleeping. Makoto then grabbed the nearby clock to see that it was 3 AM.

He then got out of his bed and left to check on the RWBY dorm. He quietly opened the door to see Ruby still alive and sleeping soundly. Makoto sighed in relief as he closed the door and quietly sat down on the floor with his back against the wall. He looked at his arm and turned it into its Orphnoch form.

Makoto moved it around, showing that his Orphnoch form was still a part of him but for some reason…that still scared him.

---

(Play This Will Be the Day by Jeff Williams)

The song begins as Makoto looks over a cliff and in the bottom was a ruined facility with the Smart Brain logo.

[They see you as small and helpless. They see you as just a child. Surprise when they find out that a warrior will soon run wild.] As Makoto looks at the facility, in his shadow was the Wolf Orphnoch. He tightly grips the Faiz Gear in his hands as he remembered his mother's dying words.

As the wind blows past him, the title appears.

[Prepare for your greatest moments. Prepare for your finest hour. The dream that you've always dreamed is suddenly about to flower.] Kiba kneels before Dark Decade but there is obviously a troubled look on his face. Echo hides in the woods while gripping on to her weapons. Tiber looks at the city with his sniper before leaving his spot.

[We are lightning. Straying from the thunder. Miracles of ancient wonder.] We see an army of Grimm but they are replaced with an army of Orphnochs. We soon see Leo and Roman in front of a legion of goons. Then we see the members of Lucky Clover and in front of them is the mysterious CEO of Smart Brain. We soon see the members of Team MYTE in a circle, Makoto notices something before the four of them charged.

[This will be the day we've waited for. This will be the day we open up the door.] While fighting, we soon see the four in their Rider forms fighting the Orphnochs.

[I don't wanna hear your absolution. Hope you're ready for a revolution.] Then we see the members of Team JNPR looking at a statue in front of the school. We soon see Team RWBY practicing their weapons.

[Welcome to a world of new solutions. Welcome to a world of bloody evolution.] We see Ozpin, drinking his coffee, with Goodwitch next to him on an airship.

[In time, your hearts will open minds. A story will be told…] We see each member behind their respective symbols. Then we move in front of Beacon and see every character one by one with the last one being Makoto.

[Because victory is in a simple soul!] We soon see Faiz practicing his sword before stopping when the title appears.

---

(The following morning)

It's been a week since Kiba abandoned the Dark Riders and confessed everything to his team and friends. They were just happy to have him back, much to his relief. Right now, Makoto was working on his gear in the armory. After a few minutes of looking at holographic blueprints of his Auto Vajin and his armor, Ruby entered the room. She was also carrying a lunch box as she thought they might spend a long day in there.

Ruby then approached Makoto as he placed away the holographic displays.

"Hey Makoto, I thought it'd be a good idea to-." But before Ruby can finish her sentence she saw her friend with a tiresome look on his face. She immediately adopted a concerned expression. "You alright?"

Makoto noticed her presence and did his best to try looking normal. He didn't want her to worry about anything especially with what happened with Blake.

"Yeah, yeah, just setting up some space for you." Makoto said as he placed some items next to him away, clearing space for Ruby.

Ruby then sat next to him while she still examined him.

"Makoto, don't lie to me." Ruby warned as she had a serious look now.

"I'm just not getting enough sleep lately." Makoto half-lied.

"Is it about your friend Ashrei?" Ruby asked and Makoto just nodded, pretending to go along with it. While that wasn't the primary reason for his tiresome state, Makoto was pretty much worried about that just as well.

"You can say that…"

"Were you two close?" Ruby asked as she remembered Makoto telling her and the others not only about Ashrei but how he and Makoto were trained to be in Smart Brain's elite forces, Lucky Clover. He didn't feel easy about explaining it to his team but they did accept him as he has shown several times that he's not the kind of Orphnoch that Smart Brain usually consists of.

"He was my first best friend." Makoto answered with a sad look as he thought about his former friend now turned enemy.

"But why would he want to kill you?" Ruby asked while Makoto looked at her.

"Smart Brain's training facility was a living hell for us kids. The only thing he and I have were each other along with one other child" Makoto explained. "When I abandoned Smart Brain while stealing the Faiz Belt, I am going to assume my friends did not take my leaving well. Especially Ashrei, who was the fiercest among our group. I was always the voice of reason for him."

"So if he's in Vale…" Ruby then started to piece it together while Makoto just nodded.

"If he's here, then he must've volunteered which could only mean that he wants to settle it with me." Makoto said as he thought about it while Ruby still looked worried.

"Well what do you think about this?" Ruby asked as she can't imagine defending herself against someone that used to be a friend.

"Well I can't say I blame him for thinking this way about me. I would be just as pissed in his shoes even but…I don't wanna kill him. If I do 'it', then he'd give me no choice." Makoto admitted before shaking his head before looking at Ruby. "Come on, we're not spending our weekend talking about the past. I got something I wanna show you."

Makoto went to his bag and pulled out a syringe with glowing blue liquid inside it.

"What is it?" Ruby asked.

"This…is a failsafe for the Faiz suit." Makoto answered before he started explaining.

---

(With Ash)

In the abandoned apartment building that Smart Brain forces recently moved into, Ash was sitting down on his bed while playing with a combat knife. Just then the door opened, revealing a Riotrooper.

"Excue me, sir-." A Riotrooper started before the knife was thrown and impaled the wall right next to his face.

"Goddammit, don't sneak up on me like that!" Ash said as he got out of his bed and approached the Riotrooper. "What is it?"

"Sir…the CEO is here and wants a word with you…" The Riotrooper reported, getting the Lucky Clover member's attention. Sure, the CEO was invested in getting the Faiz Belt from Makoto, sending taskforces and even deploying a Lucky Clover member but to take a personal stake in this…Ash just had to see this for himself.

Ash dismissed the Riotrooper before going downstairs to investigate this himself. He looked outside to see a limo outside with bodyguards in suits watching it. The Lucky Clover member can only presume that's the CEO's. He entered the lobby and saw the CEO discussing something with Cole before the former noticed him.

"Ah Ash, we have a lot to talk about."

Ash nodded and just approached him before noticing a black suitcase on the old check-in desk.

"You already sent me here. Is that not enough?" Ash said, mad that the CEO is seemingly taking things into his own hands too soon.

"I can see you're upset and it's understandable. Especially regarding what was in the mission report, provided by Cole."

Ash just glared at Cole before looking back at the CEO.

"There was a lot going on in that place along with Inui using a new weapon for Faiz. We'll be ready next time." Ash assured as he can just picture ending his former friend's life.

"Of that, I have no doubt. I'm not only here to lend personal aid but also to provide a…field test." The CEO said before taking the brief case and opening it in front of Ash.

Ash's eyes widened as he looked at the contents.

"This is…" Ash began before the CEO cut him off.

"The professor has used a completely new redesign with a next generation technology. Think of this as insurance to eliminating Inui." The CEO said while Ash still looked somewhat skeptical.

"If Doc has developed something like this, then why go after Faiz and the other belts?" Ash asked.

"Two reasons; I cannot simply allow unregulated Smart Brain technology to go around without dire consequences. It is the company's property after all." The CEO explained.

"And the second reason?"

"The Faiz belt is special and I don't mean that in terms of technology. Kira Inui has made that doubly sure especially when she stole top secret data. I have no doubt the Faiz Belt can lead me straight to it." The CEO replied while Ash still had one last question.

"Why come here and deliver this yourself?"

The CEO simply chuckled at the question.

"You'd think Professor Links developed only one?" The CEO asked back before taking out the phone with the Epsilon symbol on it.

---

(With Ruby and Makoto)

Makoto finished his explanation of the vial to Ruby and are now working on something for the Faiz Edge.

"Alright, modifications are all set. Go ahead and give it a whirl." Ruby said as Makoto took the sword and approached the nearby dummy. He activated the blade before pressing a button it. As he did, a small red energy blade popped up from the bottom of the hilt. He then slashed the dummy with it, making it fall in two.

Makoto turned off the blades and looked at Ruby with a smile before the two looked at the time.

"Well looks like we're done for today. Thanks again for providing lunch." Makoto said as he walked over and started packing as did Ruby.

"No problem…" She said, her voice going off trail.

"Is something wrong?" Makoto asked and Ruby looked at him.

"It's just that…you have so much on your plate right now." Ruby noted. "You have Smart Brain, your former best friend, and another Kamen Rider hunting you down. To top it all off, you also have to deal with the hardships of school. I can't imagine staying calm in your shoes." She admitted as she'd imagine anyone else would be stressed or have some form of paranoia.

"It's nothing I can't handle." Makoto waved off. "I've been through worse. A whole lot worse."

Ruby still seemed unsure of Makoto's reassurance.

"Anyways, thank for the help today, Ruby. I don't know what I'd do without you." Makoto said as he was always happy having company like her especially when it comes to modding weapons and equipment.

"Like right now?"

"Yeah…you know, I never got to say this but…" Makoto started while Ruby listened to what he had to say. "It's been really REALLY crazy."

"With what?"

"Spending time with you. It's been great having a friend like you." Makoto said as he remembered how she had his back for a long time. From when they first met, finding about Makoto's suit, him being an Orphnoch, the Initiation Trial, and helping him with Jaune's issue. Not to mention the fun friendly times they have in this armory. He really enjoyed this and being with her.

Meanwhile Ruby just had a weird look on her face.

"Don't talk like that. It sounds like you're going to die unless…did you take your Dust injection?" Ruby asked with an eyebrow raised.

"Don't worry, I did. Honest." Makoto explained as he was about to leave but Ruby stopped him.

"Makoto, don't try to hide things from me when talking to me like that. You know better by now especially with what happened Jaune and those bullies." Ruby said in a serious tone of voice. "Now be honest with me, it's more than just Ashrei that's unnerving you, isn't it?"

"I should go…" Makoto said, not going to answer. He walked around Ruby and tried making his way to the exit but the girl grabbed him but the shoulder. "Let go."

Ruby stayed silent while making sure her grip was strong so Makoto couldn't get away.

"I said let go!"

Makoto tried pulling his wrist back but ended up reeling Ruby against his chest. He was about to yell but he then saw Ruby looking at him with an innocent look in her eyes. He couldn't yell at a face like that, he just couldn't.

"Ruby…please…let go." Makoto begged as he looked away from the face and just stared at the exit.

"I care about you too much to let you go…" She softly said and Makoto had a hurt expression with a couple of tears falling down his face.

"I'm not worth it…" Makoto said with a slight crack in his voice.

"Why? …Because of your history? …Because you're an Orphnoch?" She asked.

"…" Makoto just stayed silent while deep inside, he knew she was right. While he can acknowledge that his friends do acknowledge him as an Orphnoch, it's his dark past with Smart Brain that's really getting to him.

Although he was the guardian of the Faiz suit and defender of humanity against Orphnoch, he came to Vale as a kid to start a new life but now he's worried about the threat of it being taken away from him by his old life. And not to mention that there's also dealing with his friends, who don't even know the extent of it all especially being trained to kill humans when he was enrolled in the Lucky Clover Program as a kid. So far, the only one that knew was Ruby, Kiba, and Blake.

"Well I don't care about any of that. It can all work out, like with Kiba. It doesn't change my opinion about you."

Makoto looked unsure of that while Ruby placed a hand on his cheek. Makoto lightly gasped at the touch before he slowly started to get used to the soft touch. It felt nice and reminded him so much of his childhood when his mother did this. Makoto said nothing but touched her hand and gently looked into her eyes.

The two stared at each other for what felt like eternity. Ruby didn't know why but she started to lean forward as she closed her eyes. Makoto did the same in response but right before their lips could meet…the door opened, revealing Yang.

"Hey guys, we're going to go to the arcade. Wanna join-?" Yang immediately stopped her sentence, her eyes widened, and her jaw dropped upon seeing what was going on.

The two immediately noticed this and immediately separated especially when seeing Yang's eyes turn red.

"What's going on here?" Yang asked, trying her best to hold back the urge to kill Makoto.

"Nothing!" Both of them denied as the mood died down.

"Uh huh…" Yang said, obviously not buying it but she's allowing it to slide…for now. "So, we're all going to the arcade. Interested?"

"Sure." Ruby said, going with Yang but Makoto stayed behind.

"I'll meet you guys at the airship there. I need to take care of a couple things first." Makoto said as the two half-sisters stared at him for a couple of minutes before they left with Ruby taking one last good look at him.

Makoto then sighed and pulled out his Faiz phone. He then typed a bunch of numbers before pressing Enter, displaying the holographic specs for the Accel form. While it did perform spectacularly during the battle at the docks, after the battle, Makoto noticed that the suit was lacking a safety component. He already fixed the issue but it was too late as it was having an effect on his body and he didn't know the extent of it.

The young Orphnoch then dismissed the designs and pulled out his DNA data that he took the other day. Despite his recent Dust injection, his Orphnoch DNA has been acting erratically

He sighed as he wondered what long-term side effects this will bring. Makoto then left as he thought some time with his friends.

---

(Later at the airship)

Members of teams RWBY and MYTE were talking on the airship while their friends from JNPR were busy. Jaune and Pyrrha went to train in the simulation arena while Ren and Nora were helping from the sidelines. Right now, Tiber and Weiss were talking on the observation deck while Makoto and Echo was watching them from afar. The rest were just enjoying the ride on the way to the city.

"Those two seem to be enjoying themselves." Echo remarked while Makoto looked at the girl with an eyebrow raised.

"And you're not mad or jealous a little?" Makoto said, looking at Yang who was talking to Ruby before looking back at Echo.

"Nah, I'm not good at people stuff including lovey dovey stuff but…I can tell Tiber really likes her and she likes him or at least, she seems like it." Echo explained before looking at Makoto. "I didn't have much of a childhood, remember? I don't really get as irritated like Yang but…I know when my brother really needs something and I can see that as Weiss."

"Wow Echo, that's actually really mature of you to say-."

"Also this gives me a ton of ammo for teasing later on." Echo added with a smirk while Makoto just sighed.

"Yup, and there's the girl we all know and love." Makoto sarcastically remarked while said girl punched him playfully in the arm.

"Glad to be here." She said as the two then shared a laugh.

Meanwhile Blake looked out the window with a worried look. Even though the conflict seemingly died down, Blake knew that it was far from dead and that the White Fang was in the center of it all. She wondered if Adam was part of all this but then her thoughts were all cut off when Kiba lightly grabbed her shoulder, getting the Faunus's attention.

"Hey, you okay?"

"Yeah…" Blake lied but Kiba saw right through it.

"Come on, you made me open up. Time for you to do the same." Kiba said, reminding her about what they talked about during that battle in the docks.

"Even though it's obvious?" Blake asked, reminding him that they were on ground zero when the whole thing came down on them.

"Yeah but…"

"Come on, with everything that happened, I think we deserved some R&R especially with the semester break coming in soon." Kiba pointed out, trying to help her relax. Ever since Kiba genuinely turned a new leaf, he's been doing his best to make up for it. Especially when it comes to Blake, seeing that she was one who helped him remember his dream.

"I guess…" Blake said as she knew Kiba was right. Knowing both factions, they'll pop up again and they'll be ready for it. For now, she'll have to take things slow and maybe some fun time in the arcade can help.

---

(Later at Vale)

The two teams were at the arcade and trying to have as much fun as they though they tried restricting Yang from using her weapons since the last time she was here with Ren and Nora…it didn't end well but Nora did win a big teddy bear.

Right now, Makoto and Ruby were playing the Whack-A-Grimm game, the Setimus twins were competing with each other in the Bulls-Eye shooting gallery, Yang was trying so hard not to lose her cool while playing the claw game to win a toy, while the rest were just chilling at the food court.

"And…high score!" Makoto said as he finished his round of Whack-A-Grimm while Ruby looked at the score. She didn't seem too impressed while Makoto offered the toy mallet to her. "Wanna try? Be warned, it might take you a couple tries."

Ruby just rolled her eyes with a sigh before taking the mallet and inserting the token into the machine, starting a new round. She started whacking the toy Beowolves in sequence before using her Semblance to hit more Beowolves in a short matter of time. Makoto's jaw slightly dropped as he saw his friend before a red blur that was crushing the toy Beowolves faster than the machine can pop them out.

After a couple more minutes, Ruby ended the game and machine congratulated before showing off her score which was WAY more than what Makoto had planned.

"And there's the world record for this machine. I would've gone a bit higher…but I want you to have a chance at beating my score." Ruby taunted as she offered the toy mallet to a shocked Makoto.

Meanwhile there was a white van parked outside with Ash watching the arcade from the inside. He looked at the CEO who was seated calmly next to him.

"Looks like they're in there." Ash said while the CEO looked at the driver.

"Keep the engine running and only call reinforcements if necessary." The CEO ordered, making the driver nod in understanding.

"Remember, for now, we need Inui alive and to secure the other belts if possible." The CEO ordered, making Ash growl a bit as he wanted to kill his former best friend so badly. "But you can kill any of the others should they stand in your way."

Ash smiled as he at least gets to kill something.

"Did you plant the explosives in the proper place?" Ash asked and the CEO only smiled as an answer.

Soon enough, after a few minutes, the two saw MYTE and RWBY exit out of the arcade. The CEO took out a detonator from his pocket and smiled before pressing it. As the group of teens were walking, they notice a small light lit up in front of them…before more lit up around them. The group silently stared at them for a few seconds before Echo decided to talk up first.

"So, I guess these things aren't part of the arcade-."

BOOM!

Several of the lights exploded around them, pushing everyone onto the ground with debris flying around them. Everyone ran and screamed in panic while the old man that owned the arcade immediately locked down the place.

The two teams were scattered and got up as they coughed and dusted themselves but for some reason Makoto was just groaning and still laying on the floor. He tried getting up before seeing Ash emerge from the fading smoke.

"Ashrei…?" Makoto recognized before said person kicked Makoto back on the ground before stomping on his chest, making him scream in pain.

"The boss said I can't kill you, but that doesn't mean I can't fuck you up. So, I'm going to take you to the van where-." Just then a shot hits Ash in the chest, making him stumble back. The Lucky Clover Member looked to see Tiber aiming Bianca at him with everyone else getting their weapons out and aiming it at the Orphnoch.

"How about you do me a favor and stop stomping my friend?" Tiber asked while Ash looked at Makoto.

"You mean they don't know? Of course, they don't." Ash said before he stepped up to them before Makoto's eyes widened as he noticed a Rider belt around Ash's waist. "Listen you kids, because I'm in such a good mood, I'm only going to give you one chance. Let me take this traitor, you pretend we never existed, and no harm is going to come to you. Or you try to interfere, I get to kill you, and I get to beat this pathetic loser."

He pointed at Makoto who was groaning on the floor while clutching his chest. He felt his cells' adrenaline levels rising, it's like they wanted out and go crazy. But Makoto couldn't allow it, he had to try and stay calm.

"How about option 3? The one where we kick your ass, save our friend, and enjoy the rest of the day together." Echo proposed.

"I like that option." Yang said as she cracked her knuckles as she readied Ember Celica.

Everyone else seemed readied to fight while Ash just smiled.

"I'm actually glad you guys think you have a chance at that option because…" Ash took out a phone that had the Beta symbol on it, making everyone's eyes widen. "…it's only going to make it so much sweeter for me to destroy that hope." He pressed a few buttons before pressing Enter.

"STANDING BY!"

"Henshin…" Ash's smile grew wider as he slowly placed his phone in the belt slot before moving it to the buckle, clicking at the fit.

"COMPLETE!"

Dark blue neon lines surrounded Ash's body before they glowed brightly, briefly blinding everyone for a second. When the light faded, a new figure replaced Ash. He had a black bodysuit with dark blue lines scattered with silver metal knee and shin pads. He had a metal chestplate, similar to Faiz's, but the Beta symbol on it. He had metal triangular shoulder pads with dark blue lining and blue horns sticking out of them.

His helmet was blue on the lower half with a silver mouthpiece on it. The upper half was silver with blue lines on it and blue compound eyes adorning it. This was Kamen Rider Beta.

Everyone stared in shock while Beta only chuckled as he looked at his reflection from a nearby window.

"Not bad. Not bad at all. So, this is what Makoto feels in the Faiz suit." Beta said as he savored the power running throughout his body. He then looked at the others while his items from his belt to create two energy chakrams.

"READY!"

"So…who's the first idiot that wants to get killed by a Gen-2 Rider?" Beta asked while YTE looked at each other and nodded.

They all sheathed their normal weapons and placed on their belts before taking out the phones. Tiber got his closer to his mouth while Kiba and Echo entered their phone codes and pressed Enter.

"Henshin!"

"STANDING BY!"

"Henshin!"

They then then placed their phones into their slots in their belts.

"COMPLETE!"

The three soon transformed into their respective Rider forms and readied their weapons while RWBY got their own weapons, but Ruby looked concerned for Makoto who was still trying to stay calm while he was still on the floor.

"READY!"

The Riders transformed their weapons into their gun modes.

"Fire!" Delta shouted to his blaster.

"BURST MODE!"

The three and BY started firing their weapons while Beta blocked their shots with his chakrams. He started charging when they had to reload and recharge their weapons while Ruby looked at Weiss.

"We need to help Makoto!" Ruby told Weiss, making the white-haired girl nod in understanding before they ran for him while the others were keeping Beta distracted.

Meanwhile Makoto has just gotten up and is now sitting down on the ground, looking at the battle. Before the young man can place on his belt, he heard a familiar voice...

"It's been a long time, Inui."

Makoto's eyes widened at that voice before turning his head to see the CEO looking down at him with a calm expression and business-like demeanor. Makoto knew he would have to cross paths with him but not now and in this position.

"You have grown over the years." The CEO remarked calmly before seeing RW charging for him. "Excuse me for a moment."

He took out a technological pistol and aimed it at the two girls before opening fire. Ruby was dodging the shots as best as she can while Weiss summoned a small ice wall which blocked the shots, but stopped her movement. Ruby, on the other hand, still charged before jumping and trying to land a kick on the man.

However, the CEO easily dodged it before she landed on her feet. She then tried slashing the CEO with Crescent Rose, resulting in the man easily dodging all the all of her attacks. Weiss dismissed her wall and tried running to assist Ruby. The CEO noticed Weiss running their way before firing at her right when she was close enough.

The shot managed to get her tin the shoulder, making her stumble back.

"Weiss!" Both Ruby and Delta said before the latter left his fight to check on the girl. Meanwhile the CEO used this moment to his advantage by shooting Ruby in the arm, making her drop her Crescent Rose.

"Ruby!" Makoto called while the CEO started punching and kicking Ruby several times with no breather in between those attacks. As Makoto watched all of this, he could feel his blood boil and his cells getting pumped up. "Stop it…"

The CEO noticed that and just kicked Ruby down, making her lie on the ground on her back.

"Or what?" The CEO said as he set his pistol's output level to maximum level, ensuring that the next shot would be very lethal. He was about to pull trigger when…

"I'LL KILL YOU!" Makoto said his eyes went dark and the markings appeared on his face. He then tackled as he transformed into his Orphnoch form, dropping his sword, belt, and phone. The Orphnoch tackled the CEO and roared, getting everyone's attention with WBY's eyes widened.

"He's an Orphnoch?" Yang asked with a shocked tone of voice while Beta just chuckled.

"Good, I've always wanted to fight you like this." He said as he always wanted to put Makoto down like a dog. He threw one of his chakrams and it hits the Wolf Orphnoch right in the chest when he was about to attack the CEO. The Wolf Orphnoch looked at Beta and roared before charging at him while Orga noticed something.

The Orphnoch's claws were sharper, his legs were more animalistic wolf-like, and he had fur coming out of his helmet. Orga recognized this form as Violent Emotion and the one he fought in his original world before dying.

The CEO looked interested and decided to watch while everyone else just watched. The Wolf Orphnoch just charged as Beta charged his chakrams with energy before throwing them at him while charging. The Orphnoch dodged both weapons and charged for Beta as well.

The Gen-2 Rider tried landing a few kicks at the Wolf Orphnoch but despite the pain, the Wolf Orphnoch managed to land his claws across his chest. Beta stumbled back before seeing the chakrams flying back towards the unsuspecting Wolf Orphnoch. With his enhanced animal sense, the Wolf Orphnoch sensed the chakrams coming for him so he grabbed him and threw them back at Beta, tearing his armor.

Beta was on the floor with his armor smoking from the damage and his charkams laid beside him. The Wolf Orphnoch started to menacingly approach Beta before Delta grabbed him by the shoulder.

"Dude, you need to cool it." Delta said, reminding the Wolf Orphnoch that their friends had just saw him transform into an Orphnoch. Plus, he's been fighting like a wild berserk animal, he needs to calm down even if Beta is an enemy.

The Wolf Orphnoch slowly turned to look at Delta for a few seconds before…he slashed Delta across the chest with his claws. Everyone was shocked while Delta stumbled back from the attack. The Wolf Orphnoch roared as he tackled Delta and continued clawing him right when he clawed the belt off, turning Delta back into Tiber.

Kaixa snapped out of her shock before running to help her brother while Orga joined her. The Wolf Orphnoch kept clawing and clawing Tiber, causing huge bloody cuts to appear on his chest. Tiber tried pushing the Wolf Orphnoch off of him.

"Makoto, stop!" Tiber begged before the Wolf Orphnoch roared and just punched him in the face, much to everyone's shock and horror. Something was definitely wrong with him, he would've calmed down by now.

Before the Wolf Orphnoch can do even more and worse damage, Kaixa and Orga grabbed the monster's arms and pulled him away from the wounded Tiber.

"Boss, stop! This isn't like you!" Kaixa begged as she and Orga did their best to restrain him.

Meanwhile the CEO helped Beta up.

"I can finish this! Give me a chance!" Beta begged but the CEO didn't seem compliant with that request.

"No, I won't risk losing one of the Gen-2 belts now. I knew I should've taken care of this myself but…" The CEO pressed a button on his phone, causing the van to appear.

The back doors opened and Beta tried resisting but the CEO managed to push him inside.

"For now, you need to recover…and I want to see where this goes." The CEO said as he entered the van and signaled the driver to go, immediately taking off.

Meanwhile the Wolf Orphnoch shook off the Riders to see the van leaving. His adrenaline still pumping, the Wolf Orphnoch took after them while leaving the others alone.

"Makoto…" Ruby said as she wondered what was wrong with her friend. Meanwhile, Tiber started coughing up blood which immediately caught Kaixa and Weiss's attention. Kaixa and Orga reverted back to their civilian forms while the former checked on her brother with Weiss.

"How bad?" Echo asked.

"Not…good…" Tiber said before coughing more blood, shocked that Makoto would do this to him.

Echo and Weiss helped him up while Kiba took the Delta belt.

"He needs help." Kiba said as Blake immediately got on her Scroll and called for an ambulance while Ruby just looked at the direction the Wolf Orphnoch took off in.

"He's not the only one…" Ruby remarked as she picked up the Faiz Belt and phone.

---

(Later at the hospital)

TE and RWBY were in the waiting room before a doctor emerged. They approached him with Echo and Weiss looking worried.

"Tell us doc, is my brother going to be okay?" Echo asked with a concerned tone of voice that she rarely uses.

"Well the good news is that your brother will make a full recovery." The doctor said, much to everyone's relief. "He should be healed up and ready to go in a couple days."

"Can we see him?" Weiss asked and the doctor nodded before opening the door.

They were all about to head in but Yang noticed Ruby walking towards the exit.

"Ruby? Where are you going?" Yang asked before Ruby looked back with a fierce look.

"I'm going to figure out what's wrong with Makoto." Ruby said as she gripped the Faiz Phone in her hand while yang approached her.

"What's wrong is that he tried to kill us! Not to mention, in his you-know-what form!" Yang pointed out as she was still a little in shock that Makoto is an Orphnoch as was the rest of her team. "He can hurt you bad!"

"He wouldn't do that! I've known Makoto was one a long time ago and he would never hurt any of us!" Ruby snapped, surprising Yang. "Something is wrong with him! I'm going to see if he knew about this in his notes…"

Ruby then left the hospital before Kiba followed her.

"She's going to need my help. I'll keep a close eye on her." Kiba said as he went after Ruby.

Yang sighed before looking at Blake.

"Blake, we're going to go find Makoto. We'll hold him off to make sure he doesn't do anything stupid." Yang said as she too wants to help Makoto despite his advances on her sister earlier today.

Blake nodded while the remaining girls seemed adamant.

"Sorry guys, but I want to check in on my brother." Echo said as Tiber is the only blood family she has left.

"Same goes for me." Weiss added as she cared too much about Tiber.

They nodded before leaving while Echo and Weiss continued onwards to the room Tiber was being kept in.

---

(With Ruby and Kiba)

The two were in the MYTE dorm, looking for anything they can use that'll help them understand why Makoto is stuck in his Orphnoch form acting like an animal. Well Kiba was actually searching through the physical stuff while Ruby was looking through the Faiz Phone.

"Come on, come on, he has to have something here." Ruby said as she frantically looked.

"You find anything?" Kiba asked as he looked through Makoto's drawers.

"No luck, you?"

"Nada." Ruby replied as she looked stressed. "I don't get it…why is he like this? Kiba, you're an Orphnoch, right? Do you know why is he like this?" She asked, remembering Kiba's apology and explanation to the whole group

"Sorry, but I really don't know what's causing this in his body. This new to me." Kiba said, much to Ruby's disappointment. "You must really like him if you're looking this badly."

"Of course, I like him-." Ruby then blushed as she realized what she just said. "I-I mean not like that but…"

She then thought about the kiss she and Makoto almost had and how mad she felt when their kiss wasn't complete. Ruby then shook her head as she was now wondering where these thoughts came from. She knows she liked Makoto from the second they first met but…did she like him more than a friend? From when they first met, meeting in Initiation, dealing with Jaune, comforting her when she had doubts of being leader, the fun times in the armory, and helping her find Blake and Kiba. He always there for her and treated her well with the same vice versa.

Ruby then felt a pain in her chest while Kiba noticed her slightly wincing and sitting down on the bed. He sat down next to her and looked at her.

"You okay?" Kiba asked.

"Yeah-I don't know…" Ruby admitted as she placed her head in her hands. "I want to help Makoto, I really do. But the more I worry about him, the more I'm scared for him. I mean, I feel like I just can't live with myself if anything bad happens to him." Ruby admitted before looking at Kiba.

Kiba, being the older person in terms of mentality, nodded in understanding as he knew what Ruby was talking about.

"I don't know why I'm feeling like this now." Ruby said.

"Well I can't tell you what's wrong but I can tell you what you can do." Kiba said, earning Ruby's attention. "Try and figure out what those feelings are. And when you do, tell Makoto. Because we don't know what's going to happen in the future like what just happened to him earlier ago. So best to tell him when we bring him back."

Ruby nodded at those instructions as she knew conflict was inevitable past this one.

"I just wish we knew where to begin…" Ruby said as she threw the phone across the room. When the phone impacted the wall, it fell down onto the floor where it opened up and started playing a recorded message.

"Not only did Blake and Kiba come back to us, but they also have come to terms with their pasts." Makoto reported, immediately catching the attention of both people.

"This must've been a log recording. Makoto would usually make these to keep track of events. Like a video journal, really. This entry must be recent." Kiba deduced before he and Ruby started listening closely.

"The Accel form worked like a charm but upon further examination, I've found this." They watched as the recorded Makoto was replaced with the schematics of the Accel suit. The two then saw a red glowing part in the schematics. "In my haste to have the suit completed, I've discovered that there was a minor but crucial component missing; the acceleration stabilizer. With the component itself, the transition from Accel to the default form would be safe. However, without it, Accel form can undesirable side effects."

The two listened as Makoto replaced the schematic with his bio-data.

"My Orphnoch cells are still feeling accelerated despite the rest of my body being stable. Because of this, they're in a state of adrenaline as they are constantly moving. I have no clue what this means but I can tell that it makes me feel excited for action. I will have to make further tests on myself to assess the long-term effect." The video then ended, much to Ruby and Kiba's disappointment.

"No, this can't be it!" Ruby said as she rushed over to the phone and picked it up. She then saw that the screen was at the log selection prompt. Ruby then saw that there was one more that took place recently. She immediately took the phone and brought it back on the bed before playing it, allowing the recorded Makoto to reappear on the screen.

"Well I ran some scenarios and they're…not pretty." Makoto reported. "I can feel my Orphnoch side going close to out of control like I just want to keep fighting as the adrenaline is pumping me. Worst case scenario, I may need to be subdued or…killed if need be."

Ruby and Kiba stayed silent as they didn't even want to think of the situation resorting to that.

"Which is why I had developed this." Makoto pulled out a vial of the blue glowing liquid which made Ruby's eyes widened as she too pulled out the syringe that had the same liquid. "I may not be much of a chemist but this was a simple formula to create. But with the use of my Dust syringe and a DNA sample, I've been able to create a failsafe. It should be able to fake the user's DNA to resemble more like mine, allowing them to utilize the Faiz belt for a short time."

Ruby had a sad look as she clenched the syringe.

"As for a cure, I've been looking into agents that'll slow down the adrenaline and decrease it to a safer level." Makoto revealed, giving Ruby and Kiba a sense of hope. "So far this formula looks the most promising based on small tests. I have yet to infuse with regular Dust syringe but at this point, this thing may be my best chance for a cure."

Makoto displayed the formula and Kiba paused the video on that.

"This is good. I'll make the cure and you find Makoto." Kiba proposed while Ruby looked a little worried.

"Still…why did he give it to me?" Ruby wondered as she looked at the syringe.

"Probably because he trusts you the most." Kiba said as he took Makoto's Dust case. "He trusts you enough to decide what to do with it. Now, if you excuse me, I have to get to work." The young Orphnoch said as he left the room to head into the chemistry lab to start working on the cure.

Ruby looked at the syringe one last time before gaining a determined look. She placed the syringe in her pocket before taking the Faiz Gear with her. She then left for Vale to find the others, hoping that they have a lead on where Makoto is.

---

(With the CEO)

The CEO was in the apartment room he was given. He was examining the TV which the Beta phone was hooked up to while the Belt was resting next to it. The CEO was reviewing footage of the whole battle, specifically he seemed focused on what had happened regarding the Wolf Oprhnoch. Right before Ash came in the room with a furious look on his face.

"Why did you have us leave like that!?" Ash said as his opportunity to fight Makoto had slipped away.

"I had to make sure of something." The CEO explained as he was rewinding, fast forwarding, and slowing down the scene he was currently watching.

"What? That Inui went nuts?" Ash asked as he looked at the footage himself.

"Not nuts…feral." The CEO explained as Ash just looked confused.

"Feral?"

"It's a state of mind where an Orphnoch acts more like their animal counterpart. I've seen other Orphnochs reach this state of mind in some of our other failed experiments." The CEO explained. "That'll make fighting him a lot easier."

Ash just smiled at that as it does sound like they're going back to the fight.

"I am, not you." The CEO replied calmly, much to Ash's anger.

"Why the hell not!?"

"Because you were reckless." The CEO replied, replaying the scene of the Wolf Orphnoch tearing Beta with his claws. "If I hadn't interfered, we would've lost the Beta Belt. Besides, the techs still need to repair the armor."

"Don't tell me that you yourself intend to fight him?" Ash asked, making the CEO chuckle.

"Sometimes if you want something done right, you have to do it yourself." The CEO said before looking at Ash with a serious face. "I expect you to behave yourself."

Ash just grunted as he tried to hold back his anger.

"You aren't going to kill him, right? That's my job." Ash said, showing his hated for his former friend. He'll do anything to make sure that he's the one who kills him, even if it meant questioning his superiors.

"Like I said before, there are multiple plans that Kira has installed into the Faiz Phone. We'll need Inui alive to unlock them." The CEO explained.

"But we don't have the Faiz Phone or gear. I saw that red-cloaked girl got it." Ash said, remembering what he saw in the van as they drove away.

"Then I'll be sure to relieve her of it." The CEO said as he started to leave the room.

"How are you even going to find them? Vale isn't exactly a small city." Ash pointed out and the CEO didn't seem to be concerned about it.

"Feral Orphnochs tend to make loud sounds. I made sure our spies in Vale know what to keep track of on the way here." The CEO explained as he then left the room. As he was making his way towards the exit, he looked at his phone which had the Epsilon symbol on it. "Such things that must be paid for the price of ultimate evolution."

---

(With Yang and Blake)

Yang and Blake were in front of Hal's house and knocked on it. They waited for an answer and after a few minutes, they got it but it was Naoya.

"Naoya." Yang recognized.

"Girls, anything I can help you with?" Naoya asked.

"Makoto's gone nuts in his Orphnoch form and we can use your help along with Hal's." Yang explained before Blake took a peek into the house.

"By the way, where is Hal?" Blake asked.

"He has a Grimm contract outside of the city." Naoya explained. "He won't be back for a few days."

"Damn, we could really use all the help we can get." Yang said before Naoya stepped up.

"I'm still here and Auto Vajin is still active in the garage." Naoya explained.

"We don't even know where to begin looking." Blake pointed out as Vale was a big city. Naoya then remembered something as Blake had said that.

"I actually came back from the marketplace the other day with Auto. I've noticed some Smart Brain Riotroopers, in their civilian forms, looking around and trying to find something by the looks of it." Naoya reported.

"How do you know that?" Yang asked with a raised eyebrow.

"I've been on the run from Smart Brain forces a long time. I know what they look like and I know what to look for." Naoya pointed out. "Are you going to need me and Auto's help on this?"

"Might as well. I have a feeling both Echo and Weiss are going to stay with Tiber for a while." Yang said while Naoya nodded and went into the garage where he saw Auto Vajin trying to draw in a coloring book.

"Auto, we're going for a ride. Makoto is going to need us." Naoya told Auto.

"Master? If my master is in trouble then I will help…" The robot said before looking at the coloring book. He then took it and placed it in his storage compartment. "That is for later."

Auto Vajin then transformed into its motorcycle mode while Naoya opened the garage door opened, revealing both Yang and Blake on Bumblebee. Naoya got on and drove out with the girls coming right behind him. As they were driving, Yang got on her Scroll to call Ruby, telling her of the potential lead that they have.

---

(Later that day)

It's been a couple hours and the sun was now starting to set and Ruby met up with Yang and the others in the marketplace.

"Hey Ruby, where's Kiba?" Blake asked, looking around.

"He's developing the cure for Makoto or at least, something very close to it." Ruby reported before looking at Naoya. "Yang told me you spotted some Smart Brain goons looking for Makoto."

Naoya nodded at that.

"Yeah, found them around here. Due to their increasing numbers here, they have different groups patrolling around these parts." Naoya explained. "If we can get one patrol's communication device, we can be able to learn what the other patrols are doing."

The three girls nod in understanding of this.

"Wait, shouldn't we get one of the MYTE? If we're going to be facing Orphnochs, it's best to get a Rider." Blake pointed out, which was true. While it is true in theory that they can take out Orphnochs, it is going to be a lot harder in reality. Having a Rider by their side is going to make a huge difference in the fight. Unfortunately, Makoto is stuck in a berserk Orphnoch form, the Setimus twins were at the hospital, and Kiba is off making the cure to fix Makoto back into his original state.

Ruby did keep the syringe to herself though for a couple reasons. One, she might not need it if any of the others come last second. Two, she's not sure of the side effects outside of faking her DNA to look like Makoto's. And three, she isn't sure how long the syringe would last.

"I can try texting Echo. With luck, she'll be able to reach us before we run into some serious trouble." Ruby said as she was texting said girl.

"Besides, I'm an Orphnoch too, remember?" Naoya asked. "True, I don't really have a weapon to fight with but I'll be more than happy to kick the shit out of anyone that hurts the people I owe."

"You don't consider MYTE friends?" Yang asked.

"I'd rather not get into talking about that. After all, we're supposed to save your friend, right?" Naoya pointed out.

"What should I do?" Auto Vajin asked while he was still in motorcycle mode.

"For now, just play the part of the motorcycle. We can't afford to scare them." Ruby said while Auto just honked his horn as a sign of acknowledgement. "And if we do need your help, I'll contact you." Ruby said, holding out the Faiz phone before putting it away.

"So, where are they?" Blake asked.

"I usually see the patrol group rooming around the weapons, Dust, and grocery shop." Naoya explained while Auto Vajin seemingly perked up.

"Can we go there? Please! Please!" The robot requested as he had fond memory files of the automatic doors.

Naoya sighed.

"Fine, we'll go there to check." Naoya said before looking at the girls. "This will probably go faster if we split up. So obviously, Auto and I will get the grocery store. What about you girls?"

"I will take the Dust shop." Blake replied.

"Ruby and I will take the weapons shop." Yang decided as she did not want to leave her little sister by herself.

"We know the drill at this point, we'll contact each other when we find them or trouble." Ruby said, getting the others to nod in understanding before splitting up. "So what do these goons look like?" She asked, not knowing what a Smart Brain would look like outside of their Riotrooper armor.

"Something you'd expect from every bad action movie." Naoya replied. "Black suit, white shirt, dark tie, with Smart Brain patch on the jacket. Not to mention they also have dumb black fedoras to go with their dumb dark sunglasses. Believe me, they look like real dicks when it's night time." He explained, making Yang chuckle a bit at the description.

"I bet." She remarked.

"And if that doesn't work, just look for the Smart Brain patch on their outfits. Trust me, it's like a badge of pride for them." Naoya explained, doubting they'll go for the obvious approach.

As they were walking to their appointed destinations, Yang noticed Ruby with a sad look. Despite the half-kiss that she saw, she does feel bad for Makoto turning into something he cannot properly control and Ruby has to deal with the loss of another friend since Blake went missing for a while.

"You doing okay?" Yang asked, acting like the big sister she is.

"Yeah, I'm fine…for the most part." Ruby honestly said while Yang held Ruby's shoulder comfortably.

"Don't worry, we'll get him back." Yang assured before she then realized something. "By the way, how did you find out about Makoto being an Orphnoch?"

Ruby then blushed as she thought back to a certain night. A night where he was in his normal Orphnoch who went to the wrong dorm by mistake. Where he pinned her to the wall when she was just in a towel after another mistake. Ruby's blush grew more visible as she thought about but she then shook her head, getting it out of her mind to focus on the present.

"Oh he came into our dorm by accident and I just happen to be there at the time." Ruby said, not wanting to give every detail since she knows that Yang was already mad with him regarding that incomplete kiss.

Yang was about to say something before they noticed a couple of black-suited men walking out the weapons store. Ruby noticed this too. The blonde girl was about to act, she tackled one of the guys.

"Hey, where's our friend!?" Yang asked intimidatingly. "We know you've seen him! So spill it Smart Brain creeps!"

"Uh Yang…" Ruby started as her eyes widened upon noticing something.

"Not now, I'm trying to figure out-."

"Yang, look!" Ruby called before pointing at a direction and running towards it.

Yang did and saw two men running, her eyes widening at one of them wearing a Smart Brain jacket. Yang looked down at her unfortunate victim before laughing nervously. She got off of him before helping him stand.

"S-Sorry." Yang apologized and ran after the real Smart Brain goons.

The two sisters were running as fast as they can while the corporate henchmen tried pushing various things in the girls' way such as people, trash bins, or anything else that they can find. Soon after a short while, the two men ran into the nearby alley with the girls following nearby.

However, they ended up cornered with the two girls slowly approaching them. One of the men got on his Riotrooper belt.

"Henshin!"

"COMPLETE!"

He transformed into a Riotrooper before taking out his Axel Ray Gun and charging. Yang charged too and was fighting him, fairly easily while Ruby used her Semblance to pin the other one against the wall before he even had a chance to transform.

"Listen here, I don't wanna hurt you if I don't have to. I just want to know-."

Just then the man's wristband started beeping before…

"All units! All units! We have a possible sighting of the Feral Orphnoch located outside of Fro'Go shop! All units converge on the rendezvous point outside the shop!" The voice said, making Ruby look at the sweating man.

"Thanks for the info." Ruby said before tossing the guy away before approaching Yang, who managed to knock out the Riotrooper before tossing him onto his companion. "Come on, we have to go. I know where they're heading."

The two started running for the Fro'Go while Yang texted Blake and Echo while Ruby looked through the Faiz phonebook and couldn't find Naoya's number.

"I can't find Naoya's number! And I don't know the number to call Auto Vajin either!" Ruby said, much to her frustration.

"Then we'll have to make do with what we got!" Yang said, making her sister nod. Meanwhile Ruby hoped it'll be enough as she realizes that she'll have to use the syringe.

---

(With the Wolf Orphnoch)

It was now night time and the Wolf Orphnoch was scaring people away from the Fro'Go shop while local law enforcement did try their best to detain him. One of them was about to call for backup while the Wolf Orphnoch tackled him and punched him right in the face, knocking him out. He looked like he was about to kill him but…he felt that something was holding him back from doing so.

The wolfish monster felt something calling to him before looking at a nearby window, soon seeing his reflection replaced by Makoto.

"Snap out of it, man! You need to get a hold of yourself!" His inner self said with a serious expression. The Wolf Orphnoch just stood there and seemingly listened. "You need to stop and calm down! For your friends! For Ruby!"

The Wolf Orphnoch did seem concerned as he thought about Ruby. He thought of the fun memories he had with her and looked like he was to about to comply with his reflection…before he was shot in the back.

He turned around and saw a squad of Riotroopers aiming their guns at him. The Wolf Orphnoch did nothing but roared at his enemies and charged, reverting back to his bloodthirsty nature. He endured the shots that he was getting before slashing everyone with his claws.

He clawed one Riotrooper and threw him into the main window of the frozen yogurt shop. The Wolf Orphnoch then turned and saw another Riotrooper charging at him with a shortsword. The goon just lashed and slashed the beast while the Wolf Orphnoch didn't seem that bothered. Instead of being injured, it just looked annoyed before grabbing the Riotrooper and just repetitively punched the goon in the chest.

Soon the claw went through the Riotrooper's abdomen, making him ignite into blue fire before dissolving into dust. The Wolf Orphnoch then roared before looking at the rest of the Riotroopers. Instead of fighting them, the Wolf Orphnoch felt the sudden instinct to retreat. No doubt it was Makoto within him still fighting, but regardless; he followed it and ran into an alleyway while seeing some frightened civilians.

The Wolf Orphnoch then heard footsteps coming the way he came. He grabbed a nearby big dumpster and moving it to the nearby entrance, blocking the path. The monster took a deep breath before sensing a presence nearby. He turned around and saw Ruby with Yang right behind her.

"Makoto…" Ruby called out while the Wolf Orphnoch just growled, putting Yang on guard.

"Ruby, you better make sure you know what you're doing." Yang said. While she was for saving Makoto, her little sister's protection will always come first.

"Yang, trust me." Ruby said to Yang while she slowly stepped up to the Wolf Orphnoch. The Wolf Orphnoch looked defensive but allowed Ruby to get close enough for a face-to-face talk. He eyed Ruby and looked into her eyes, making him feel somewhat relaxed but chose to stay on-guard. "Makoto, I know you can hear me. I know you're in there…"

The Wolf Orphnoch just stared at her, showing some form of restraint but he still felt a little hyper from the excess amount of adrenaline in his system.

"Now listen you need to calm down and let us help you." Ruby said softly as she tried her best to make sure she didn't screw up. This can be her only chance to get this close to the Wolf Orphnoch. "This isn't like you, Makoto. I get that, I really do. But I need you to calm down so we can help."

The Wolf Orphnoch listened, seemingly curious at this "help" she was suggesting.

"We read your notes, we know what's wrong. Kiba is working on the cure right now as we speak." Ruby explained…before she held her hand out. She moved and held the Wolf's Orphnoch's face, much to his surprise. "So please, just come with us. Come with me."

The Wolf Orphnoch didn't know how to respond before several memories of him and Ruby started popping up, including when she did this to him earlier today right before they almost kissed. For Ruby, she could swear that Makoto took control because the Wolf Orphnoch lifted his claw and gently held Ruby's hand that was on his face.

The two stared at each other for a few moments before…

BANG!

Th Wolf Orphnoch was shot in the back while Ruby's eyes widened before she and Yang saw the dumpster removed and was replaced by a firing squad that consisted of Riotroopers including their reinforcements which consisted of the Tiger Orphnoch as well. The Wolf Orphnoch, having reverted back to his violent nature, turned around and roared at them.

"Makoto, wait-." Ruby tried to stop but it was too late as the Wolf Orphnoch tried charging. Just then…

"That's enough!"

The Riotroopers seemingly stood down at that command while the Wolf Orphnoch knocked a few of them aside to see the CEO. The CEO had an unimpressed expression on his face before punching the Orphnoch right in the face, making him stumble back while the corporate leader looked back at his troops.

"Take care of the girls. Inui is mine." The CEO ordered, the men nodding in acknowledgement before moving past the two and approaching the girls with their guns pointed at them. Meanwhile the CEO looked at the Wolf Orphnoch. "I don't know if you can hear me in that feral state of yours, Inui but I do apologize for Beta's choppy performance earlier today. Truly I should've had someone who's had more experience with the Gen-2 technology…like me."

As he said that, the CEO unbuttoned his business jacket to reveal another Rider Belt latched onto him.

"No way…" Yang said as her and Ruby's eyes widened at this.

"This is not good."

He then took out his phone and typed in a code before pressing Enter.

"STANDING BY!"

"Henshin…" The CEO calmly closed the phone, placed it into the slot, and pushed it into the buckle.

"COMPLETE!"

White neon lines surrounded the CEO's body before a flash of light appeared and replaced him with a new person. He had a black body suit with silver neon lines, a big bulky black chestplate with two white vents and the Epsilon symbol on the center, matching pauldrons, black technological gauntlets with white circuitry embedded onto them, and a dark knight-styled helmet with white compound eyes.

"I am…Kamen Rider Epsilon." Epsilon introduced himself. He then constructed technological pieces together to create a hilt which then materialized a buster-styled greatsword before inserting his Mission Memory into it, allowing the blade to lit up.

"READY!"

The Wolf Orphnoch just roared as a response before charging at Epsilon. He attempted to claw the Gen-2 Rider but the latter was easily dodging all the attacks while resting his sword on his shoulder.

The Wolf Orphnoch tried performing some kicks, only to have those dodged too. The Wolf Orphnoch just growled in frustration before attempting to pounce at Epsilon but the Rider responded with a heavy slash across the chest. The monster fell on the ground while groaning in pain before struggling to get up. As he did, he felt multiple slashes to the chest before being kicked away.

Ruby noticed this whole thing while fending off Riotroopers with Yang. She had to help as the Wolf Orphnoch couldn't gold his own without it especially against a man like Epsilon. Ruby tried to get there but she was blocked off by two Riotroopers.

"You aren't going anywhere." One of them said.

"Yeah, you're stuck with us-." The other said before the two were shot down, forcing them onto the ground.

Ruby looked behind her to see Kaixa in Side Basshar with Orga in the sidecar. Next to them was Naoya and Blake on Auto Vajin.

"Sorry, we're late. We had to pick up some friends." Naoya explained as they all got out of their vehicles except for Kaixa. Orga and Blake charged to support Yang while Naoya was about to transform into his Oprhnoch form but Kaixa threw him the Delta Driver and phone.

"Regards from my brother." Kaixa explained before Naoya nodded in acknowledgement. He placed it on and got the phone close to his mouth.

"Henshin!"

"STANDING BY!"

Naoya immediately placed the phone into the slot.

"COMPLETE!"

Naoya then transformed into Delta while looking at himself.

"Never thought I'd be back in this suit." Delta remarked as he transformed the phone into its blaster form.

"READY!"

Delta charged into the fight with Riotroopers as he started shooting while Auto Vajin transformed and joined the fight. Kaixa typed in some buttons at Side Basshar's console before hitting Enter.

"BATTLE MODE!"

It transformed into its Mecha form and started firing the ones she can without hitting her allies by accident. She then noticed the Tiger Orphnoch charged and fired at him, pushing him back to avoid a direct hit from the machine.

"Go and help Boss! We got this!" Kaixa said, making Ruby nod as she rushed to the Wolf Orphnoch's aid. She saw Epsilon about to land another slash at the downed Orphnoch before she managed to kick him away. Epsilon only stumbled a bit before seeing Ruby in front of the Wolf Orphnoch, ready to defend him.

"What a noble gesture." Epsilon remarked as he held a calm composure. "But tell me little girl, do you actually think you have a chance of standing against me by yourself?"

Ruby stared at him but she knew he was right. She couldn't beat him like this or at least, not on uneven grounds. So, she pulled out the Faiz Driver, slightly surprising Epsilon.

"So you did have the Faiz belt. How good of you to bring to me." Epsilon remarked before Ruby placed it on, much to his surprise. "Don't tell me you are going to use that. I would tell you how wrong and futile that is but I'll entertain you so you can learn the hard way."

Just then Ruby pulled out the syringe and gripped it before looking at the downed Wolf Orphnoch who was still struggling to get up. Without any opposing thoughts, Ruby injected the syringe into her neck. She grunted and moaned a little in pain as blue glowing veins appeared on her skin. Ruby bared with the pain before taking out the Faiz phone and inserting its signature code before pressing Enter.

"STANDING BY!"

She then closed the phone and mimicked Makoto's pose.

"Henshin!"

Ruby placed the phone into the slot which then went into the buckle. And much to everyone else's surprise…

"COMPLETE!"

Red neon lines surrounded her body before a bright light came and replaced her with Faiz. Epsilon and everyone else were surprised at this while Faiz took a deep breath and looked at herself.

"So, this is what Makoto feels like in this suit." Faiz said as she then looked at Epsilon.

"Do you actually think that will make a difference?" Epsilon said, still not intimidated.

"I don't know…but it's still worth a shot." Faiz said as she grabbed Crescent Rose and pressed a button on it, allowing the blade to lit up red thanks to Makoto's upgrade before…

"Wait!"

Auto Vajin shot a Riotrooper down before ejecting Makoto's spare Faiz Edge and tossing it to Faiz. Faiz caught it with her right hand and looked at it.

"It's highly advised you use a weapon that can link up with your Rider system!" Auto Vajin advised before bashing another Riotrooper in the face with his shield.

Faiz nodded in understanding as she took out the Mission Memory and placed it into the sword.

"READY!"

Faiz then picked up the upper part of Crescent Rose and adopted a duel-wielding stance. She isn't quite use to a fighting style like this but she has practiced a good amount in Signal.

Epsilon just readied his greatsword before the two Riders charged and clashed weapons. Epsilon performed a sweep kick on Faiz and when she was down, he attempted to stab her. Faiz rolled out of the way and placed both of her hands on Crescent Rose, firing at Epsilon.

Epsilon was shot a few times before using his sword to block the shots. As he was blocking the shots, Epsilon started advancing forward. Faiz kept shooting before picking up her sword using her Semblance to dodged his oncoming attack.

Faiz then had a thought that if her speed wasn't enough, then she'll have to keep things up a notch. Knowing that it's fully safe to use, Faiz removed the Accel Mission Memory from her watch and placed it into her belt.

"COMPLETE!"

Faiz's suit then transformed, going into its Accel form. She impaled the sword on the ground and quickly pressed the button on her watch.

"START UP!"

As the watch was counting down from 10, time seemed to stop or at least slow down by a lot for the Rider. She picked up her sword and charged at Epsilon giving several slashes to the Gen-2 Rider. After her final slash, Faiz attached the Faiz Pointer onto her the side of her foot. She opened the phone and pressed Enter.

"EXCEED CHARGE!"

As the suit was power the Faiz Pointer, Faiz jumped up and got into that flying sidekick position as the pointer created the energy cone. She flew into it before the cone launched it itself towards the seemingly frozen Epsilon. It looked like the fight was about to be over but Epsilon's chestplate blinked lights for a few seconds before it emitted a forcefield that cancelled Faiz's attack.

"THREE! TWO! ONE!"

Faiz landed on her back as her suit transformed back into its default form.

"DEFORMATION!"

Faiz was no longer moving fast while Epsilon stared at her.

"I'll admit kid, that was a good shot but…" Epsilon removed his phone, typed a code, and pressed Enter.

"STRIKE MODE!"

Epsilon's chestplate was venting air before Epsilon removed it, allowing it to impact the ground heavily and revealing a slimmer look.

"That feels better…" Epsilon remarked as he then charged and slashed Faiz repeatedly while moving faster than he did due to the chestplate no longer holding him back. When she got up, Epsilon then opened his phone and pressed Enter.

"EXCEED CHARGE!"

Energy traveled from the belt and into Epsilon's sword, making glow a bright white. Faiz then attempted to block it, only for the sword to cut through both weapons and going down across Faiz's chest.

A white Epsilon symbol appeared on Fazis's chest before she exploded, making her drop her damaged weapons and fly into a pile of garbage.

"ERROR!"

Faiz reverted back to Ruby as the belt flew off her, the syringe having been worn out. Epsilon slowly approached Ruby while the semi-recovered Wolf Orphnoch looked at the Faiz Belt which landed in front of him. Meanwhile the others noticed what was going on with Ruby and tried to intervene but the Smart Brain forces kept getting in the way.

Epsilon was soon right in front of Ruby and stomped on her stomach, making her groan in pain.

"Such determination to protecting Inui…reminds me of someone I had to kill years ago. Looks like the past gets a repeat-."

"COMPLETE!"

"READY!"

"Huh?" Epsilon was about to turn before the original Faiz Edge was through the left side of his abdomen, covering it in his blood.

Everyone was surprised as Epsilon turned his head to see Faiz again but it was obvious there was a certain male under the suit.

"Stay away from her you son of a bitch!" Faiz cursed as he thrusted his sword deeper.

"Sir!" The Tiger Orphnoch called as he rushed to his aid while swatting Faiz to the side. He checked on his superior as he pulled the sword out and tossed it aside. "We have to get you out of here!"

The Tiger Orphnoch saw Faiz grab his sword and about to charge but the former helped Epsilon up and casted a wall of blue fire between them and Faiz and the others. They got away and Ruby got up before approaching Faiz.

"Makoto?" Ruby asked and Faiz nodded, trying to control himself as best as he can.

"EXCEED CHARGE!"

They see Delta performing his Rider Kick on the last of the Riotroopers before he and everyone else regrouped.

"Boss? That you?" Kaixa asked as she was still a bit weary of this.

Faiz nodded before removing his belt, reverting back to Makoto. Makoto looked at Orga before holding his hand out.

"Kiba, if Ruby's telling the truth, give me the cure. I still feel the risen adrenaline in me, I just had to direct it at that bastard." Makoto explained before Orga gave him a purple syringe before he and the other Riders reverted back to civilian form.

Makoto injected it into himself.

"How do you feel?" Blake asked as she and everyone else was still on their guard.

"I feel better…Huh." Makoto let out.

"Something wrong?" Ruby asked, now turning worried again.

"No, it's just that…I think it drained…all my…energy." Makoto said as he started to sound tired. "I'm going to sleep now…"

True to his word, he fell on his back and immediately shut his eyes before losing consciousness. The others looked worried as they checked on him while Ruby called for an ambulance.

---

(At the hospital)

It was now nighttime and Tiber was on his bed flickering through shows on the overhead TV. After finding nothing to watch, Tiber just turned the TV off. Tiber just sighed as he then turned his head to see Weiss looking at something on her Scroll.

"Are you sure you shouldn't have left with Echo? They would've needed you." Tiber pointed out.

"Tiber, I think they have enough numbers besides someone has to take care of you." She said and Tiber was surprised at that.

"Didn't think you'd want to be the one doing all the work here." Tiber remarked while Weiss approached him with a smile. She wasn't exactly known for doing stuff like this for other people but she has become a better person thanks to Tiber and Ruby's efforts. So, in retrospect it makes sense that Weiss would do this for Tiber but at this extent...

"Well, this is the right thing. Making sure you don't pull something while you're here." Weiss said. Even though the doctors said Tiber will make a full recovery, the white-haired girl would rather see that her friend is safe.

Tiber smiled by the assistance.

"Thanks."

Weiss kept smiling as a nagging thought kept bothering Tiber. A thought that he was wanting to talk to her about.

"Hey…Weiss?"

"What is it?"

"I don't mean to sound rude but…"

"What is it, Tiber?"

"Why are you so nice to me?"

Weiss was caught by surprise with Tiber's question, wondering why he would ask such a thing.

"What do you mean 'why'? You're in a critical state-."

"I didn't mean right now…I'm talking about in general."

"You're my friend, Tiber." Weiss answered as if it was obvious.

"Well…so are your teammates and mine…but you treat me way nicer than them. You act so differently around me than with your own team…why is that?" Tiber asked while waiting for a response.

Weiss then smiled as she thought of a response before speaking it.

"Truth be told…I really don't know. Maybe you kept being nice and supportive of me. Or maybe because of our time together. I don't know…but what I do know is that I like you enough." Weiss explained while one part of that echoed in the male Setimus's head.

"You really like me that much?"

Weiss placed a hand on Tiber's cheek which felt so warm for a girl who was reputably cold. She smiled before the two noticed how they were blushing and how close their faces are. And to top it all off, they felt their hearts beating so fast.

"…I think I like you more than I thought." Weiss said as Tiber just smiled back widely.

The two closed their eyes and leaned in, getting ready. Just then Tiber's head was met with old images of Bianca, the real one. Old memories of admiration and unrequited love that forced him to hold the white-haired heiress back, much to her shock and confusion.

"I'm sorry…but not now." Tiber said genuinely with a soft voice. "I want this…I really do but…I can't. Not as I am now."

"Oh…" Weiss frowned as she internally cried with her heart broken. She was constantly asking herself why he would do this and if there was anything wrong with herself. She wanted to confront Tiber now, she really wanted to do but she was too broken and respecting to do so. Weiss decided to save it for another time.

"But…I can use some help getting to the mess hall and I might need some company." Tiber said, doing his best to salvage this relationship. While they can't be a couple now, the two can try to be at their best in their current relationship.

Weiss sighed before putting up a smile. At least she gets to spend some friendly time with him.

"Alright." She replied before helping him stand up due to some nerve damage he's gotten from the Wolf Orphnoch's attack.

She then gave him a couple of crutches to walk with before the two exited the room and walked down to the mess hall. Meanwhile Makoto was brought into the empty room by a doctor with everyone else behind him before laying him on the neighboring bed next to Tiber's.

"So, how is he?" Ruby asked with a concerned tone in her voice.

"Well…it isn't really anything worth worrying about. The young man here is only experiencing fatigue. He just needs to rest until he feels able and ready to move again." The doctor explained, much to everyone's relief. "In fact, based on our readings, he should feel like his old self by tomorrow. But just in case, we can allow him to stay just for the night."

"Is that okay with you?" Kiba asked.

"Yeah, it's fine…" Makoto said as he's too tired to board the airship back to Beacon.

"Very well, you people can pick him up early tomorrow." The doctor said to the group before checking on the time. "In any case, I suggest you all should leave soon. Visiting hours are almost up and it is starting to get late."

They all nodded, except Ruby.

"Actually, I want to stay with Makoto for a little extra longer." Ruby said and the doctor nodded in acknowledgement.

"Okay but don't take too long." The doctor said before he left followed by the group.

"We'll see you outside." Yang said to Ruby while Naoya left the Delta Driver and Phone on the nearby stand.

"Give that to Tiber whenever you see him." He said before everyone was gone, leaving only Makoto and Ruby in the room.

"Are you feeling okay?" Ruby asked after a long silence, making Makoto look at her.

"Depends on your definition on 'okay'." Makoto replied as he winced while trying to sit up.

"Is something wrong? Were you hurt badly during your fight with Epsilon?" Ruby asked while Makoto tried waving it off. Ruby, however, won't take no for an answer so she took Makoto's jacket off and checked under his shirt where she saw bruises, bandages, and a few scars.

"I…asked the doctors to keep quiet about the injuries." Makoto explained. "I didn't want anyone else to worry about me more than they have already. Don't worry, I'll be back in action soon…it'll just take a couple days."

"Okay…if you say so." Ruby said before adopting a sad look while Makoto smiled in an attempt to cheer her up.

"I'm just glad you managed to talk some sense into me during the time I was just a wolf." Makoto said, remembering that touch to the face she gave him.

"But…it wasn't me who made you end up in a hospital bed." Ruby said, recalling the beating that the Wolf Orphnoch was given by Epsilon.

Makoto gripped the sheets as he remembered that.

"I know…so after all these years…the head hancho of Smart Brain finally decided to reveal himself." Makoto remarked while Ruby decided to inquire about him.

"Do you know much about him?"

"Only a couple times in my childhood." Makoto said as he thought back to a few of those speeches he would give the children in an attempt to inspire them during training.

"You ever talked to him?" Ruby asked and Makoto shook his head as a response.

"He only talked to people that are involved in his business…like my mom." Makoto explained as he looked almost sad. "At first, my mom thought he was a kind person when she first met him…but later on as years went on…she knew that deep down that it was just a cover to hide his true evil nature."

"How so?"'

"My mother created the Faiz Gear but…not for me." Makoto explained, making Ruby's eyes widened at the realization.

"It was meant for him!?" Ruby wondered as she imagined an evil Faiz which made her shudder.

Makoto nodded.

"Yes, or at least, someone he'd consider ideal." Makoto replied before going more into detail. "When I was trained in Smart Brain, there was only one major ideal; that Orphnochs are superior to humans or Faunus. That we are the 'Next Stage of Evolution' and obviously, the bastard was in the driver's seat of that; brainwashing everyone in the company with that damn ideal."

"That's…messed up." Ruby remarked.

"My mom thought the same thing…She couldn't let that happen, how can any sane person? So, she did the unthinkable to betray him…by bio-locking the belt to my DNA."

"…" Ruby said nothing as she was too invested in this to say anything.

"She tried getting us far away from Smart Brain as much as possible…but when Smart Brain learned…they decided to cut their loose ends."

"…What do you mean?" Ruby said as she felt sad and a sense of regret for asking the question. Meanwhile Makoto was trying his best to hold back the tears while gripping the sheets even tighter.

"…My mother's death…it wasn't an accident…"

Ruby's eyes widened in shock as she pieced two and two together.

"He…"

"When they attacked us, Mom destroyed her entire research on the Faiz belt before storing all relating blueprints into it before taking the actual model with her." Makoto said his memories started haunting him, bringing up random images from that horrid day. "Before we had the chance to escape…that damn corporate bastard was there that day to order his men…to lock the doors and set everything on fire…I can never forget how the flames consumed everything."

"And your mother…?"

Makoto's tears then finally broke free and started to flow through his eyes as his last memory of her appeared.

"Her body was consumed by falling debris…and she entrusted me with the belt…as he final request."

"Makoto…" Ruby then hugged him to console as best possible while Makoto was just sobbing like crazy.

"My mom is dead…because of that son of a bitch and his damn corporation…I will never forgive him."

"Makoto…" Ruby then started crying herself as she felt that she can relate to this.

"Ruby?" Makoto looked at her while trying to dry his own tears.

"I know the feeling. I lost my mother too…" Ruby cried, much to Makoto's surprise.

"…What?" Makoto asked, a bit shock that Ruby knew what it was like to lose a mother.

"Yeah…her name was Summer Rose. She was one of the best moms a kid could ask for…" Ruby said, in-between sobs. "I loved her so much just as she loved me and our family. Then one day…there was a mission she had to go to…and let's just say…that-that…"

She started crying even more wile Ruby held her close and comforted her as best as he can. He knew what she meant just by that sentence alone.

"Ruby…"

"Before she left…she gave me what would be a memento of her…" Ruby said before looking down on her cloak.

"Your cloak…"

"Yes, I treasure it every day…I can't really spend a day without it, it's a part of me. That's how much she meant with me."

"Ruby…" Makoto said as he comforted her as best he can. Ironic how it was originally the other way around, especially given how similar they lost their mothers yet were granted a memento by them. They were truly alike in more ways than one. 'To think I was the only one that can feel this way…'

"So, I know what it's like…you're not alone."

"Neither are you…" He replied. "I'm here, I'm back to normal, and I'm not leaving your sight."

Ruby and Makoto then stared at each other while Makoto used his thumbs to wipe away Ruby's tears while Ruby cleaned his with a tissue. As she was doing this, she thought back to her earlier conversation with Kiba regarding these feelings she was getting…and now she figured it all out; it was love like some of the fairy tales that Yang would tell her.

"Ruby, you've done so much for me especially today…never in my life have I met such a kind and wonderful girl like you." Makoto said, feeling the same for her while she blushed as a response.

"You really mean it?"

"Without a doubt." Makoto admitted while Ruby decided to go forward with her confession as she wanted to be in the moment.

"I guess I can say the same for you…No one, not even Yang, has really made feel this way. You've shown understanding, compassion, care, and just recently…love.

"Ruby…"

"Makoto…"

As the moon shined down on their room, the two looked at each other and repeated their same actions as they had this morning but this time…their lips actually touched. They both locked their lips as they felt a feeling of adrenaline. But soon the two separated for air before they learned their heads towards each other, allowing their forehead to meet.

"I love you, Ruby…"

"I love you too, Makoto…" Ruby replied back as the newly-formed couple spent the rest of the night making out.

---

(With Links)

Professor Links was in his lab, trying on his computer with the Epsilon Gear hooked up to it. It's been an hour since the CEO returned to the Smart Brain corporate headquarters and wanted Links to analyze his recent combat data regarding his last fight.

"You sure you shouldn't be in the medical room?" Links asked as the CEO winced a little from bandaged stab wound underneath his suit.

"I'll be fine. The damn bastard just got me offguard. It won't happen again." He replied as Links have warned him that the Epsilon suit is vulnerable without its chestplate. "Regardless, you think you can upgrade Epsilon based on this data."

"Every little bit helps." Links said. "I can even reinforce your slimmer Strike Mode to ensure that an attack like that won't affect you again."

"Good. Very good." The CEO replied. "And what's the status of the rest of the Gen-2 Riders?"

"Most of them are ready for deployment with the exception of Gamma and Zeta, they're still in testing."

"Very well, deploy Alpha to Vale. She'll be Beta's support." The CEO ordered.

"Yes, sir…" Links said as the CEO left the room.

The corporate head was smiling at the irony of sending Alpha to Vale since she, Ash, and Makoto were friends in training. He just conducted a reunion…

---

AN: And I'm finally done, just in time before college started! This has gotta be one of my longest chapters ever but I hope the payoff is worth it to you guys! Originally, this was going to be a two-part, but then I realized it's probably going to take a while to upload another chapter of this. There's one last OVA chapter left before we head in Volume 2 but it'll be shorter and more light-hearted compared to this one.

Also regarding the rejection of Tiber towards Weiss's advance, I'm not going to rush this relationship as SonicHeroXD and I have planned a better way to initiate these two as a couple. Speaking of which, I want to shout out for everyone who's helped me write this like SonicHeroXD, Toa Solaric, Ice Wolf Fang, Kamen Rider Super-Fan, and DaManWO. You guys are awesome!

Anyways, please review or send PMs for questions, comments, or concerns. Don't be afraid to review this chapter, send questions, or look at my other fics. Alright, I'm done; goodnight.