Disclaimer: I don't own RWBY. It is the brainchild of the late Monty Oum and belongs to RoosteTeeth (and to whomever own RoosterTeeth now). Also, this takes more inspiration from Switchback's re-imagining, once titled RWBY: Cherish and now called "REMNANTS." I own nothing.

"Y'know, I've never gotten used to the idea of death," Headmaster Ozpin heard his secretary say over the explosions outside of his office.

"Do tell," Ozpin said. His own calmness against the battle raging above and below Beacon Tower surprised him. More surprisingly, his own secretary could speak in such a situation when the younger man barely said anything outside of schedules and timetables beforehand.

The same secretary rummaged through the scattered boxes, which were kept in Ozpin's office at his request. "First, it started after I saw mom crying on a Sunday morning. Grandma–my mom's mom, that is–died. Must've been eight and didn't really know her, but I'd never seen mom like that. It hurt seeing her cry, so I hated what happened. Then, a family friend passed when I was twelve. A real respected member in my community back home. Doctors were, I guess. And he and his wife were always nice. I didn't know what to think, at first, but I slowly started to imagine him coming back. Maybe, I shouldn't have been… dismissive, I guess. A couple years later, my other grandma died. My dad's mom. Thing is, me, my mom, and brothers went to see her a couple months before. She broke her hip and was bedridden the entire time. I can still see her crying for my mom before we left for our ride back home."

"And you and your brothers?"

"We were just around to fan her every now and then. We probably knew her better than my other grandparents–maybe the rest of my extended family–and that isn't much. Sure, we talked to her over the phone every weekend, but we didn't really speak the same language, so I never gave much thought about it." Hand on his knee, he stood up while his voice lowered. "I wish I had. I wish I did more."

"You were only a teenager. It is only natural. Besides, you are not even thirty and you're more thoughtful now than I was at your age," Ozpin said, both hands in his cane in case of an immediate attack. "I'm surprised you remember any of that. I thought you had given up your memories. The ones from before you came to Remnant."

"So did I at first. Turns out the witch left some of the bad ones, as well as some other bits to make 'em stick. Y'know, to help attract Grimm."

"I believe that is out of your control."

"Realistically, yeah. But…"

Silence fell to the carnage outside as the secretary scratched his beard. It had grown back to the size of a mini-bush after a certain student (Coco) tried to cut it down to size a couple months ago. There may have been a gray strand in it and in his short hair. It was nothing next to Ozpin's white strands, but the headmaster couldn't stop noticing as he spoke again.

"This is perhaps the most you have ever talked to me in the past five months. I suppose it isn't too much to now ask for your real name, is it?" Ozpin smiled at the surprised brown eyes staring back at him. "Yes, 'Rai' was a bit too on the nose. I can understand why you used it, but seeing how we are about to die, perhaps you can indulge this old man."

'Rai' fidgeted with his black-rimmed glasses. "Can you promise not to laugh?"

Though Ozpin did, he laughed anyway after hearing it. "I'm sorry. It's just… the initials. You have to admit, there is a sort of irony to it all," he explained to his comically frowning secretary.

"More than you know. One of my older brothers'd say, 'Off to see the wizard!' and whatnot… At least, that's what my old journal said."

"Whatever happened to it?"

Grabbing a case in one hand, the secretary tapped his sweater pocket with his other. "I originally left it with Ruby in case anything happened and had her pinky-promise not to peek in or show it to anyone else. Man, did I pick a time to change my mind."

Ozpin nodded. He had to admit, the younger man before him had made plenty of plans for this event. It was why Ozpin hired him after Teams RWBY and JNPR seemingly rescued the man from some White Fang. The eventual foreknowledge from his world of Earth, the same foreknowledge which sadly vanished with his other memories a few months back, was helpful. Even if it was skewed and 'out of date for this, well, branching timeline," as put to Ozpin. Still, neither of them ever foresaw the magnitude of what happened outside.

Several Grimm hung in the skies with Ironwood's airships. Many more swarmed below, right towards soldiers and civilians alike. Fire and smoke followed wherever the Grimm went, going as far as to trail up the walls of the Academy. Some almost went for the airships carrying any remaining civilians. That is, if they could escape the storm raging overhead instead of falling into the waters waving past the Crown of Swords and heading for the Academy's grounds. Not even the best of Ozpin's students could hope to fight that forever.

"Got it!" Ozpin heard in time to see an object pulled from one box and stuffed into the secretary's baggy sweater. "Come on, let's go!"

The rocking of the tower stopped Ozpin and his secretary's run. The former saw why, or rather the giant flaming ball striking off the glass. The real why appeared flying back in the dissipating flames. More flames pushed her to the sky, leaving red trails behind.

Then, as a red blur, she came in fast!

Wasting no time, Ozpin pushed his secretary into the elevator. He kept the shock, and the concern, on the younger man's expression in mind before the doors closed in front. Making said younger man was away, Ozpin turned to face his shattering window and the fiery death flying through it.

Despite her speed, Ruby Rose barely avoided the falling glass and flaming concrete on a bad leg. After fighting too many Grimm, criminals, and White Fang to count, taking a wrong turn at the wrong time did it in. Her aura levels were too low to properly heal the damage and hold back attacks at the same time. It couldn't even stop any slivers from adding new tears to her already holey cape and hood.

Ruby propped herself up on her now ammo-less Crescent Rose. As much as she could anyway, without sliding back down her mechanized scythe. "Uh, I think I'm gonna be sick," she groaned and held back to the urge to do so right then and there. She really shouldn't have eaten so much before a great battle deciding the fate of Beacon Academy.

Thankfully keeping her lunch, Ruby saw a figure stumble out of the elevator door to Beacon Tower. Black beard, squarish glasses, and a grey sweater that sagged when he put a hand on his knee. "Keep it together, keep it together," he said before he found her. "Kid!"

He caught Ruby before she fell again. As much as Ruby wanted to thank him, she felt the urge to hurl once again. "Easy, kid, easy," she heard her helper say. She also saw him looking in front and calling out, "Hey, you two! We're over here!"

"Ruby!" a white blur called back while running beside a yellow one.

Ruby's eyes shot open. "Weiss! Yang!"

Her hopes rose seeing Weiss Schnee and Yang Xiao-Long of Team RWBY. Her concerns also rose seeing scratches on both. Blood as red as Ruby's short hair and long clothes dampened the former's soft pale skin, and long gashes partially tore into the latter's yellow top. "Yang, Weiss, you–woah!" Ruby said and screamed when trying to walk, against her bearded helper's insistence.

She fell right into Yang's semi-bare shoulder and long mane for hair. "Don't worry, sis! I got you!" Yang said, and the yellow gauntlets of her Ember Celica held her.

Ruby happily welcomed her big sister's hug, as well as her help to stand. She needed it after today's event. "Are the other ships gone?" Ruby asked at last.

"There are still some more... by the stadium to pick up the rest of the soldiers…" Weiss said in between her exhausted breaths. Her white ponytail drooped over a shoulder as she leaned on her silver rapier Myrnaster for support. "They… they will be the last ones after us. Blake… should be clearing a path for our ride."

Not a minute later, a familiar katana gunblade struck the ground, and a black-clad Faunus came swinging and stumbling in front of the group. "Bullhead… coming," was all Blake could say before collapsing on her knees. She kept her hand on her Gambol Shroud, even though she was exhausted and wounded like the rest.

"Blake! Y-your ear!" Weiss gasped, voicing everyone's shock at seeing Blake's bleeding and partially missing left cat ear.

Ruby's heart seized up seeing such damage to her teammate and friend, to all her team. The past hour felt like any eternity, fighting Grimm and non-Grimm alike. They had planned for it–by the moon, did they plan!–but none expected to be so worn down. Fortunately, their bearded friend, aka the one who told them of this disaster in the first place, came prepared as he carried his suitcase.

"Here, I have some first aid. Weiss, can you hold Blake still? And Yang…" He groaned seeing the state of Ruby's sister and tore off his sweater. "Cover up, for crying out loud!"

After the sweater hit Yang, she cracked a grin to say something.

"Not one word, missy."

"Take the fun out of it," Yang huffed and put on the sweater. "Wait, are you…?"

Like her sister, Ruby saw it. His dull-colored ragged shirt couldn't hide the light twinkling off the special metal chainmail on top. By the time Ruby realized it, he had already gone over to Blake and opened his suitcase.

"Blake, can you still see? Can you hear me well enough?" he said, earning a tiny nod as he pulled out a couple bottles. "Alright, I'm going to put this rag on your ear. It will sting, so take these pills for the pain. It might not do much, but it's something. You… you did good."

The last bit surprised Ruby. He always had been so distant to them all, Blake especially. He said it was more to do with the White Fang, not wanting to "understand the mind of a terrorist." None on teams RWBY or JNPR could ever understand why, even when he slowly but surely attended more of their meetings in the past few months. Or even why he acted as if he knew nothing before Beacon over those same months, if not longer. If Blake was surprised, her wounds made her settle with a simple "merci" and a hiss as he pressed an alcohol-damp rag to her ear.

Ruby opened her mouth, only to turn to the familiar shape of a bullhead descending to their location. "Our ride's here! Let's go!" Yang shouted, helping Ruby over to the bullhead.

The sisters were first to get on, for any first aid worker aboard to get to the younger of them. One even went over to Weiss, who told them to worry about the others. Others, meaning Blake who limped onto the bullhead with help from Ozpin's secretary. With everyone on, Ruby let herself slump to the bullheads floor to catch a moment's rest.

At last, she looked to the only guy she knew aboard the bullhead. "Ra–"

"Not my real name. Now, where's… Weiss!" he said. The team's Schnee jumped, and he placed some kind of cylindrical objector in her hand. A detonator? "Take this. Press the button only when everyone is as far away as possible. It will take the academy with the Grimm."

Weiss paled. "Mein vort–"

In the distance, an explosion went off.

"It wasn't me!" Weiss quickly said.

Everyone, Weiss included, saw it wasn't when they found the top of Beacon Tower exhumed flame, smoke, and debris out of a newly made hole. Ruby's heart almost sunk recognizing it with her teammates. "That's the headmaster's office! What just–" Yang said, only for the bullhead to shudder. "Grr, what is it now?"

Ruby jumped from a Beowolf's head popping into the bullhead. Yang's shot turned saud head into fiery ash, and the rest of body fell off the top of the bullhead. When did it even have time to get on?

"We have more incoming!" Shouted a first aid worker.

A second later, Grimm attacked. Miniature Nevermores and more Beowolves attacked from above and below. The few soldiers on board the bullhead could take care of the bottom ones. Not so much for the other Grimm crowding atop it.

"I got this!" Ruby heard Yang while holding on for dear life like the other noncombatants on board. Yang, being the only one of the team with enough strength, poked through the roof hatch. Her lower half remained on the ladder, while her upper half rang with the sound of her weapons and dying Grimm.

One such blast struck the bullhead's roof, tilting it to the side… and making a certain male secretary fall out.

"W-woah!" Ruby heard from him.

The cacophony drowned Ruby screaming his name, the fake one. Poking her head out of the bullhead, she found him lying back on the ground. At that level, and with their bullhead constantly rising, could he ever reach?

"Are you okay?" Ruby asked her more immediate question.

"I'm fine, I'm fine! Ow…" he shouted back and got up with a groan. "Don't worry about me! Just go!"

"What about you?"

"There's still other ships! I'll catch one! Oh, and Ruby…!"

Ruby barely made out the words "read it now" over the rising airship's engines. She only saw him running across the grounds of the Academy she almost called home for the past six months. Any Grimm were too busy with the might of her older sister shooting away to bother chasing after one lonesome man.

Speaking of Yang, she climbed back down after the Grimm and their cries died. "Alright, we're good! Let's get out of here!" Her grin vanished when she noticed one less person in their group. "Where did he go?"

Ruby let her and her other teammates' silence speak. Yang's eyes widened with the same understanding and frustration, muttering something to herself. She stopped after her hands went into her new sweater pockets and one pulled out something. "Uh, Ruby?" Yang said and held out that same thing, a simple USB.

Ruby's fingers wrapped around USB. She recognized it, having been requested by the original owner to keep it away from everyone's eyes. It was also on his request she gave it back a week before. The only difference was the small note hanging off it with the following words: 'To whom it may concern. Especially if it's Ruby. From…'

A soft hand on Ruby's shoulder turned her from the note to Blake sitting next to her. "Like we planned, Ruby," Blake said, her yellow eyes shining brightly with a tinge of sadness and resolve.

Ruby slowly nodded. There was still more work to be done. They had to make sure everyone else had escaped. They had to stop the Grimm. And they would. They just had to do their job.

Yet, Ruby couldn't stop whispering, "He'll be alright. He'll be alright."

Deep inside the mindscape of the woman called Cinder Fall, a little girl screamed at the destruction all around. The witch controlling her body drowned out those screams. With a smile, she carried herself confidently as she walked over the ashes that were once Ozpin. From her highpoint, she took in her work with glee. It certainly wasn't the level of destruction she wished for, but it did its job. Nothing in the world wouldn't have changed her plans, not even Ozpin or the spy she planted in his academy.

Speaking of the latter, Cinder spotted him running after she flew out of the window to further inspect her handiwork. The flames under her feet, powered by both Dust and her Aura, carried her down to the grounds of the once-prestigious Academy. It wasn't hard to find him among the few spots, if not the only one, still left untouched by fire or Grimm.

Cinder called out, "I thought you would have escaped by now!"

Her spy turned. Brown eyes stared through his glasses to meet her yellow orbs. A typical response. Not so typical was him wearing a gaudy thing such as a shirt of Dust-woven chain mail. "I was trying, but y'know," he said after a moment then looked around, "your plan worked."

Cinder looked around too, like any artist taking in their work. "I can't take all of the credit," she said. "Sifting through your memories certainly gave me quite the inspiration. I could never have thought of this in a millennium. You did wonderfully well, despite your attempts to thwart me."

The billowing smoke, which was as black as her Beacon disguise and her long braid of hair, couldn't hide her spy's surprise. "How…"

"Oh, don't pretend. Half of the Academy was already evacuated, and I noticed how well guarded the defenses were. And those girls…" Cinder glanced at the airship carrying her targets away. She would let the Grimm deal with them. "They couldn't have survived this long without knowing what was to come. And you know quite a bit, thanks to your… former foresight."

At that, he sighed. "That's what I get, I guess. Some things haven't really changed," he said, almost laughing.

That tipped Cinder off, and she knew what would happen next. Her "spy" would bluff, he would lie, anything to stall her and let everyone else escape. It was oddly noble for someone who constantly focused on staying alive. His words, not hers.

Humoring him, Cinder said, "But you have changed. Clearly."

Her spy nodded in agreement. "I guess I never needed to give my memories for that to happen. Well, most of them."

"Did you ever wonder why I didn't take all of them?"

"Not hard to," he said, looking around their surroundings. Cinder nodded to give him some credit. "Still, you did agree to let me keep my name. I thought it would be enough. Kinda was, but it was like it didn't matter. Still couldn't sleep. Still couldn't be any better than before. I didn't change. I got worse. I didn't even touch my stupid journal."

"You kept a journal?"

"To cope."

Cinder hummed to herself. She would have to look into that. To be safe.

For now, she let him continue. "... Then, those girls happened. Even if I couldn't remember them from the show, I remember seeing them after I got here. They always talked to me, especially after I got my job, so they could go on some adventure. You know they tried to bribe me?"

"Is that so?" Cinder said with a smile.

"Yeah. Never worked, but I let them do it anyway. Ozpin knew for sure, so it was fine. If that ain't enough, they tried to get me involved. They brought me to every one of their meetings. Every time, they asked me what I knew. One day, I just told them I was a spy. Then, I told Ozpin I was a spy. They listened and got their friends together." He took off his glasses for a moment to rub his tired eyes. "I can still see them, sitting together and laughing the next minute then saving somebody the next. Being with them every minute was like being at peace, before and after you took my memories. I don't know if I never tried that at home. It was… something."

Seeing his smile, Cinder's own widened. "Awww, so that's why you told them my plan. You cherish them."

He put his glasses back on, and his beard almost hid a tiny blush. "Maybe. They're younger than me, but I came to see things their way. Thanks to them, I've even re-learned some stuff from back home. Reading, praying, giving charity, and all that. They also helped me to see the world. I think having me spy on Ozpin might have been the best thing so far."

Now, the puzzle Cinder already foresaw fell into place. Not surprising. Fools always played this card before dying at her hand. However, she would keep him alive the entire time, if only to see his expression when he failed.

"I suppose I should say 'you're welcome,'" Cinder said. With a snap of her fingers, three Beowolves ran past her for her former spy. They wouldn't do much damage. Just enough to knock him out.

As the three lunged, Cinder blinked when the first Beowolf lost its head to a thin, grainy, and sharp trail of Dust. Earth Dust, perhaps. The same trail, a long slithering form of a whip, cut at the other two Grimm to force them back. When they did, the Dust itself shrunk and coalesced into a long blade of sorts. Not a proper one, not when the Dust glowed as grainy sparks held together by some invisible field, but a sword nonetheless that cut away another Beowolf's limb.

Cinder eyed her spy holding said sword. Instead of a simple pen, his hand held onto a rod just as long, but a clear vial of Dust held inside. Not to mention, the shard of a gravity Dust crystal on the bottom to hold it all together. All the same, the weapon itself was useless in his untrained hands, and any amount of training from the silver-eyed girl and her friends would be enough. Cinder was proven correct when the two Beowolves kept approaching and swiping at him. Still, she could play with her food for a little bit longer.

The minute the two Beowolves made one more lunge, a green light emerged from their target's falling body. Cinder looked away with them, the light too bright for any of them to look at directly. Yet, there was something awfully familiar about it.

The glow of an Aura.

In the Aura's light, the sword of Dust grains struck. In their shock, the Beowolves lost their heads. In hers, Cinder felt both the witch and the little girl inside her take a step from the green glow retreating into the man once thought useless.

The same man stood up and said with equal shock, "You… you can't be serious."

Given how he looked to either side of himself, something, or someone, else said otherwise. Cinder didn't hear it, but she recognized the signs all too well. The witch inside her growled at the implication and had her gather enough Dust in the air for a pre-emptive strike.

The implication became fact when he said to the unheard voice, "For crying out loud, this isn't reincarnation! You literally have to die and be born for that to work! And possessing me, of all people?"

The witch's growling turned into rage, and Cinder's four spears of fire Dust flew at her command. "N-no, that's my bad fo-ooooot!" she heard from ahead.

Her target pushed off his right foot. Three spears brazed by, and one skidded off the chain mail. While he rolled away, Cinder sent all four back at him with swift motions of her hands. His movements turned out to be quicker, if only slightly this time around. His arms flailed behind, but the rest of his body literally moved on its own, twisting and turning from each oncoming spear. The little jump backwards certainly told Cinder he rarely did it before, but he moved like any trained Huntsman would.

Even rarer was how he used his weapon. His clumsy flails from moments ago became quick blocks and parries. Switching from its sword form, the Dust cut through as a whip before returning into a blade once more. Said blade elongated into a spear which then trapped one of Cinder's own and sent it flying back to her.

Cinder caught her returning spear in hand, and it broke apart on her command. As the Dust swirling to form the pair of scimitars, she watched carefully her target cut down her remaining spears. He stood in their ashes as he had with the Beowolves, carrying a familiar arrogance which Cinder thought to have killed back at the tower. The same arrogance lingered in his strangely calm eyes, which now gazed at the simple handle and the blade of Dust.

Then, the voice of cursed Opzin sprung from the fool's mouth. "I must say it is a remarkable weapon. However, from one Oz to another, you did not train enough with it."

Ozpin's calm flickered off his face, and he held his Dust sword up with a frantic yell. "I know, I know! Please, tell me this is only temporary!"

If there had been an answer, Cinder didn't hear it over the witch's orders as she lunged at her new, and old, enemy.

AN: Man, I didn't I would ever write something like this. This fanfic idea is basically an OC/semi-SI in RWBY, or at least a version of RWBY. As stated in the disclaimer and hinted at throughout the preview, this version does take more direct influence from RWBY: Cherish, now called REMNANTS, a RWBY fan-project made by the YouTuber Switchback, aka SYTOkun. Those familiar with the project may notice elements like German Weiss, French Blake, a possessed Cinder Fall, etc. To that extent, there would be no actual magic, as Switchback stated any extraordinary events in his fan-project could be explained via Dust, Aura, and/or Semblances, e.g. Ozpin possessing the MC here via some Semblance which could be more akin to some kind of Possession Quirk from My Hero Academia (that being said, I don't remember if Switchback ever planned for Ozpin to possess people like in RoosterTeeth's RWBY).

Now, this idea came about within the past week or two. Though I have given up on RWBY during Vol 6 (and frankly-speaking, I dodged a bullet there), I had been looking into RWBY fanfics every now and then. Among them included a couple of SI/OC stories, Calamity Factor and The Pen and the Sword. Honestly, I lean more to the former-for its compelling story and character growth-than the latter-which did start out well enough but ultimately falls into more of the tropes/shenanigans I don't really like seeing in SI/OC stories (along with becoming WAY too crazy, too quickly for my tastes). Still, I felt a bit inspired to write something along those lines, but with Switchback's version, as I felt there was more to work with and I didn't have to associate directly with RoosterTeeth's RWBY

Now that I did, would I seriously write and publish this as a story on this site?

No, probably not.

Aside from wanting to write other stories, OC/SI fics aren't really my thing since I often see them becoming power fantasies, and I feel I would find myself very easily falling into the very tropes and traps that I don't like (e.g. power fantasy, harems, fan service, etc.). Plus, the reason why I said semi-SI earlier in these author's notes was because I don't and CAN'T see myself acting so bravely in such a dire situation. Not to mention, I feel as though my writing here isn't as good as it could have been. That being said, it was still fun to write. Never enough to make it into a full story, but fun nonetheless. Take care.

Raika out.