The ECG machine beeped evenly as Ulquiorra breathed deeply through the respirator on his face. He had not woken up since the attack five hours prior. Barragan and Gin sat to one side of the room, sleeping lightly.

Ozpin, Jushiro, and Qrow entered the room, waking Gin.

"What happened?" Ozpin asked.

"We don't know," Gin replied. "When we got there, he had already been defeated."

Ozpin nodded as Jushiro went to Ulquiorra's bedside. "That idiot. What was he thinking?"

"We won't know until he wakes up," Gin said. "Which could be a while."

"Then until he wakes up," Barragan said as he stood up and stretched. "I'll be taking command. Does anybody have a problem with that?" His voice was gruff, almost confrontational.

"That depends on what you'd have us do," Gin answered.

"I do," Jushiro replied. "You may have been level headed during the battle before your death, but after your subordinates died you lost your temper. You released when you shouldn't have and gave them the opportunity to kill you."

"I know," Barragan said. "If I hadn't released against those two, I wouldn't be here now. I was irrational and angry about losing my soldiers, but I won't make that same mistake again. I'm still not entirely sure how I feel about this situation, but I do know that I'm not as attached to you guys as I was to them."

"So then what do you propose we do?" Gin questioned.

"First, we need rest. I don't like it, but I do acknowledge our forms need to sleep in order to function properly. Afterwards, we track down Ulquiorra's attackers. He's the only one that's seen them, and if they're smart, they'll find a way to cover their tracks, or at the very least try to throw us off the trail. Once we catch them, I want to ask them something."

"And what would that be?" Qrow asked.

"Personal business," Barragan responded. "Although... Depending on the answer, you might want to know as well."

"That's one of the freakiest things I've heard somebody say to me," Qrow sighed. "Once they're caught, don't kill them immediately."

"I wasn't planning on it," Barragan replied. "We also need to know where their base of operations is, not only in this city, but in the world. If they've been hiding in the same place for over a hundred years, it has to be somewhere remote, somewhere people are scared to go."

"The Dark Continent?" Qrow guessed.

"The one that looks like a dragon?" Barragan thought for a few seconds. "That's a place to start, but it's so vast it would take more then our lifetime to search."

"Which means we have two options," Gin said. "We can either capture one of them and extract the information from them, or I can infiltrate their ranks. I did it with Aizen and he didn't suspect a thing for over a hundred years. I could do it again."

"But that's also how you got into this mess," Jushiro said. "You must remember that we're not nearly as strong as we once were, so we can't take such serious risks."

"Then what are we supposed to do?" Gin shot back. "I don't see you coming up with any ideas. If they've taken the Fall Maiden out of the picture then that means they're planning something, and if things go as they want, then this world will likely be destroyed. Do you want that?"

"Of course not!" Jushiro's eyes narrowed. "I'm not stupid; I know that something we don't know about is going to happen here sooner or later. The question is when and what. That's what we have to plan for."

"Enough of this bickering!" Barragan shouted. "As I said before, we need rest, then we can go after them. Besides," he turned to Ulquiorra. "His abilities are more suited for scouting then actual combat. Next time they face will Me!" He sighed as his shoulders slouched. "But for now, let us return to the academy."

His breath was heavy and his chest heaved with extreme effort. What he was doing was completely counter to everything he was for as far back as he could remember, so why was he doing it? Why did he feel it was so important?

Barragan lay floating in a screaming torrent of energy.

"Killed in my sleep then? How annoying, I was just starting to get used to things."

AHHH!

He jolted upright and rapidly looked around. "This isn't the void I was in. Where am I?"

Please! Help me!

"Who is calling out to me? Why should I help you?"

You must remember.

That voice sent a chill down his spine. "Who are you? Where am I!?"

You must remember where you come from.

"What are you talking about? I come from Hueco Mundo! I know my origins!"

Help me!

'That voice, is it her again?'

Yes, it is. You take too long.

"What do you speak of? Were we brought here to do something? Answer me!"

Please!

How long will you let it last?

"I don't know what you're talking about!"

Help me! Please, help!

"That voice again. Where is it coming from?"

Why didn't you let them take you?

"I don't know what you're talking about!"

Yes you do. It's hidden inside you somewhere.

"Who are you!?"

The woman he had previously seen in dreams, Summer Rose, was stuck in space, trying to run towards him. She was screaming for help, but he just watched with an unchanging face.

She is afraid to die. She wants to see her family again, before her time is up. Did you have any family?

"Why does it matter?"

Because she does.

His eyes burst open and he stared into the darkness of their dorm room ceiling. He sat up, rubbing his eyes as he stood, grabbed Arrogante, and went to the roof where Ulquiorra liked to think. "What in the Hell is happening?"

Ozpin wandered the empty halls on his midnight walk, the moon casting shadows across the floor through the gigantic windows. A breeze wafted through the corridor and something in the air made his ears tingle.

There's someone here. He silenced his footsteps and readied his cane before rounding the corner in a fighting stance. "And why are you up so late, Barragan?"

"Looking for you. There's something I want to know."

"And what is that?" he asked as he dropped the stance.

"What is your connection with Salem? Who is she? What is she planning?"

Ozpin's eyes widened in shock, but he immediately tried to cover it. "Not in the halls. Follow me to my office and I will tell you there." He walked off.

"Fine," Barragan said as he followed. Before long, they were in the elevator heading up to the highest point of the school.

"Has Ulquiorra woken up yet?"

"Not as far as I know. If that fool is in a coma, then good riddance."

"You're not very compassionate," Ozpin said as the door opened to his office. "Maybe it was a mistake to let you attend this school."

"I'm not compassionate towards anybody, especially those who go into danger without even the slightest idea of what they're dealing with."

"I see," he said as he sat behind his desk. "So you want to know about Salem?"

"Tell me everything. If I'm going to win, I need to know what I'm up against."

"And how do I know you won't betray me once I've given you the information you desire?"

"You don't, but that's hardly a consequential reason seeing as how you have obviously told others who have turned against you."

"That's beside the point. You and your team are the only ones like you I've ever come across. Especially with your semblances, you are by far the most dangerous people I've met, even in all my years on this world."

"I've been thinking for quite a while now that you don't feel right. It seems like you're a hollow-equivalent with how many different souls I can feel writhing around inside you."

Ozpin's eyes widened slightly. "You mean they didn't fuse together?"

"They've blurred into one another, but if you have a Pesquisa as refined as mine, you can still distinguish between them. Now, tell me about Salem."

Ozpin sighed. "It all started a very long time ago, when the Brothers still resided in this world. I was fighting Salem and failed. That was when the gods cursed me to incarnate into another like-minded soul."

"Really?" Barragan asked incredulously. "If they cursed you for not being able to defeat her, then they are not gods, but demons. And aside from that, if that's why you're here, then why are there not thousands of others just like you? Your excuse is weak, Ozpin."

"I think we're done here," Ozpin stated calmly as he stood from his chair.

"Fine." Barragan went back to the dorm. After stowing Arrogante, he threw himself onto his bed and stared at the ceiling. "That fool. You revealed something you didn't want to, didn't you?"

The next morning, Gin and Jushiro were in the cafeteria getting breakfast when Ruby and Yang came running towards them.

"Gin, get back to the room, I'll take care of this." Gin nodded and went on ahead. "What can I do for you this morning?"

"We Ulquiorra is in the hospital," Yang said. "What happened?"

"Is he okay?" Ruby asked.

"He'll be fine," he half-lied. "He had a run in yesterday with some criminals and they surprised him."

"Damn," Yang said. "If they were able to get one over on him, we should be worried, right?"

"Provided you get enough sleep, you should be fine," he smiled as he walked away.

"Wait," Ruby called after him. Jushiro stopped and turned around. "My team and I have been talking, and we think training with CLIU would be a good idea. Can you talk to the others about it?"

"Sure thing." He waved and walked away, meeting Gin at one of the doors.

"What did she say?"

"They want to train with us."

Gin gave a little laugh. "Do they want to die? If not I need to teach them something. They see battle as glory to be sought, a lot of students here do, and it's going to get them killed."

"While I do agree with the sentiment, that might be a little harsh."

"That's what I told Izuru when I first appointed him as vice-captain. Anyone who trains under me will be instilled with the same lesson."

A few hours afterward, Gin wandered through the library, pulling down legendariums and history books.

"Oh, Gin," Blake said from behind him. "What are you doing here?"

He turned to look at her. "Just studying," he said. "And you?"

She had bags under her eyes like she hadn't been sleeping. "Going through records of past crime sprees, and..." she looked nervous. "Can I ask you something?"

"Fine." He led her over to a table and set his books down. "What do you want?"

She looked around to make sure nobody was listening. "I know you're a faunus-"

"I haven't exactly been trying to hide it," he said as his tongue flicked out.

"So I was wondering what you think of the White Fang?"

"Is that all?"

Her reiatsu flickered. "I'm wondering if you've ever been part of an organization that turned to doing bad things?"

"I haven't," he said. "But I can relate. Why?"

Blake told him about her and Yang's discussion in the classroom she just came out of.

"I see," Gin said. "She's wise for being so young. I wish I could have learned that lesson." His eyes slid open a little bit and his smile dropped.

Blake straightened. "What were you trying to do?"

He sighed. "When I was a kid, somebody hurt a friend of mine. This friend was weakened for years after the fact, but I didn't know that at the time. I went off on my own to kill the one who hurt her, and I ended up infiltrating his group. I spent the rest of my life up to this point trying to kill him and did many terrible things. In the end, he died and the town was destroyed. My team and I were the only survivors."

"I didn't know," Blake said, a little distraught.

"I told you I can relate to your predicament, but let's move on. Ruby and Yang asked if you can train with my team and I." He leaned forward. "So I have a question for you. Why do you want to fight the grimm?"

Blake was taken aback by that question. "Why do you want to know?" she asked nervously.

"If I'm going to train with you, it's important to me that I know why."

"After everything I've done," she whispered, "this is the only way I can think of to make up for it all."

"There is no way to make up for the wrong you've done," Gin said darkly.

"But-"

"Don't waste your time trying. No matter how much good you do, you will always regret the bad that you've done, the suffering you've caused."

The way he said it made Blake think he was talking to himself more then to her.

"Do I want to know?" she asked worriedly.

"Even if you did, I won't burden you with it. Anyway," he said as he stood and gathered his books. "When do you want to start?"

"We could ask Glynda to use the arena," she said half hopefully.

"Good. I'll ask her about it and let you know." He walked off with his giant stack of books. Ten minutes later, he was in Glynda's office.

"What is it you need?" she asked pensively.

"There's no need to be so nervous around me," Gin said, smiling wide.

"I don't mean to be, and I'm not supposed to insult students, but your face is creepy and the chill you give off when not around other students is, quite frankly, terrifying. So let's make this as quick as possible, shall we?" She didn't mean to sound so insulting, but she really didn't like being alone with him.

"Team RWBY suggested to train with my team and they want to use the arena in the classroom. I'm not saying we should go team against team," he gave a small chuckle. "That would be overkill. I think just me should be enough."

"They brought up the idea?" she asked with a side-stare.

"Yes," Gin smiled.

She exhaled a breath. "Very well, but only under my supervision and if you swear not to hurt anyone." She pointed at him in an attempt to be intimidating. She doubted how well it worked.

"I won't kill anybody if that's what you're asking, and if you say it's done, I will immediately drop my weapon." He smiled at her, sending a shiver down her spine.

"As you say," she conceded. "We can start tomorrow if you so desire."

"I'll let them know," Gin said as he opened the door to leave. "Bye-bye."

Glynda's knees shook as she sat down and held her head in her hands. He's dangerous, but not to the students, not to the students, she tried to convince herself. "Maybe I should ask Ozpin to accompany me? No, he has important business tomorrow. I'll have to handle it myself."

The Next Morning

Team RWBY stood across from Gin in the arena, weapons primed and ready to start. Glynda stood off to the side with her scroll spread across her arms, their aura meters on the giant screen overhead.

"I must warn you," Gin said. "That even with all four of you, this is still an unfair fight."

"Begin!" Glynda shouted.

Gin pointed Shinso at Ruby and extended it, striking her in the stomach before she could react. In almost the same instant, he swept across Weiss and Yang, slamming them into the wall and withdrawing it to block three bullets from Blake. He bent down, almost parallel to the ground, and launched himself forward, Shinso extending slowly from beneath his form, as he tried to strike Blake in the chin.

Blake barely saw what happened when she began shooting and the next thing she knew, Gin was right on top of her. She flicked Gambol Shroud into sword form and swung downwards. Gin dodged to her right, narrowly avoiding her strike. She heard gunfire from her left and knew Yang was coming in hot, so she jumped back and began shooting again.

Gin lept straight up as Yang almost blew the ground out from underneath his feet with her impact. He heard a shot and looked toward the other two. Ruby was near Weiss and they were shooting ice bullets at him. He struck the first one away from him and Shinso was coated in ice.

Several rounds pinged into his ribs and he shot at Blake, allowing the remaining ice rounds to strike him in each foot, his knees, and shoulders. He crouched on landing, cracking the ice on his legs and lept backwards just in time to avoid being frozen to the floor. Yang struck the ground, evaporating the ice and creating a smoke-screen.

Ruby scanned the cloud for any sort of movement, eyes and gun flitting between any slight distortion.

"There is only one way to beat me." A shiver ran down Ruby's spine as she tried to spin around quickly. "You have to get through my aura." She readied Crescent Rose and fired directly into Gin's face, causing him to stumble. "I'm still surprised at how much being shot actually hurts," he said as he rubbed his head.

Ruby jumped back with the added momentum of Crescent Rose as Gin became encased in ice.

"Thanks Weiss," she called out as the fog dissipated. The other three members of team RWBY gathered around the frozen Gin.

"Isn't the fight over?" Yang asked Glynda.

"Mr. Ichimaru said not to end the duel until he or you surrenders or is knocked into the red." She didn't like letting the fight continue; as far as she was concerned, it was already over.

"Something you must know," Gin said with a growing smile. "I did say there was only one way to defeat me, so I'll show you how." He extended Shinso through the ice, shattering it and sending ice chunks across the floor. He held Shinso in front of him and dropped his smile.

The edge of Shinso began to glow violet and the air around Gin began to churn slowly.

"Gravity dust?" Weiss asked, a little baffled.

"No," Gin answered. "This is a technique I learned from my home. It's called 'Reiatsu.' By focusing your aura into the edge of your blade, you can cut right through an aura cloak, and with the discovery of this technique, a way to counter it was found. If you focus your aura into your cloak instead, you will make your defenses strong enough to withstand even an enhanced attack. Learning and using this will be the only way to defeat me in battle."

He lunged through the middle of them and knocked them all down before landing twenty feet away on the other side.

"How do you expect us to learn something like that on the fly?" Yang yelled as she stood again.

"I don't," Gin laughed. "But if you want to beat me, you're going to have to." He shot at them again, only for Yang to deflect his strike up towards the ceiling. He redirected it to the side and swiped across their flank, but Blake made a fire clone before he could strike and it exploded, knocking his hand back. He withdrew and fired again.

"He's playing with us!" Weiss screamed as she created a rock wall for cover.

"If you want me to stop, you're going to have to break my sword," he called over the wall, his smile returning, as he continued to shoot into it.

"What do we do?" Blake asked. "We can't keep this up forever."

"If you're not going to come out, I'll just have to let myself in," Gin said maniacally.

"This feels more like a beating then training," Yang said.

"I have a plan." They all turned toward Ruby as she spoke.

After a few seconds, Gin stopped his barrage. "I'm getting bored now," he said sarcastically. "Are you still alive over there?" he asked as he looked at their green aura meters. "One more shot," he called.

He shot into the wall one last time and pierced through when he heard something snap. Three other things caught his notice in that instant: two signatures coming at him from either side and another one above him. He swung to the right, noticing his broken blade in the process, only for Shinso to get caught in a rock and fire clone. He looked down as Blake crouched under his arm and stabbed straight through his arm, nicking the bone on the way through.

He spun to his left and saw Weiss darting along glyphs on the ground, going straight towards him. The tip of her rapier was glowing blue and she thrust her sword at him, forcing him to deflect it with his arm, it going through his forearm as he did so. He looked up and promptly met Yang's fist with the top of his head, splitting a long gash across his scalp and forcing him to look at the floor. That's when he noticed the bullet burrowing into the left side of his abdomen.

The simultaneous attack had taken less then half a second to pull off and because it had happened so fast, nobody but him knew what had just happened. Shocked, the four girls recoiled as his blood burst from the four wounds.

"Are you alright?" Ruby screamed as she ran towards him.

Gin just laughed. He raised his head and he laughed. "I'll be fine." He pulled both swords out of each arm and handed them back. "My wounds are healing already." He motioned down to his abdomen where the bullet was being pushed out of his flesh. "I wasn't expecting you to get it so quickly," he laughed.

"Are you sure you're alright?" Yang asked sceptically. "You sound crazier then you normally do."

"Do I?" Gin asked mirthfully. "I've just never had someone I've been teaching learn something so quickly. Even Izuru took three years before he fully understood it." His eyes narrowed as he realized what he said.

"What's wrong?" Yang asked before Blake grabbed her arm and shook her head. "Oh, sorry."

"Mr. Ichimaru!" Gin dropped Shinso at his feet as he turned toward an angry Glynda marching towards him. "What's the matter with you?"

"I'm fine, aren't I?"

"That's not the point! Have you any idea how much you could have traumatized them if you hadn't managed to deflect the majority of the damage? They could have killed you!"

"If I felt like I was in danger, I simply would have increased my own Reiatsu to block the attacks. Believe me, I knew what I was doing." His smile lengthened and Glynda visibly shivered.

"Again, that is not the point. If your estimate had been off by the slightest bit, you easily could have been hospitalized, if not worse! And if you had been, they would have felt responsible for your mistake!"

RWBY slouched their shoulders a little bit, feeling bad about hurting Gin, even if he was alright. Gin opened his mouth to retort but closed it again as soon as their reiatsu brushed his senses. If it was Ukitake instead of Glynda, he would still be getting yelled at right now. He sighed. "You're right. I should have at least told them what I was planning, and I did not consider how it would make them feel." He bowed toward them. "I'm sorry."

That was the weirdest thing they had ever seen him do.

"Oh, don't worry about it," Ruby said nervously.

"Absolutely not!" Weiss scolded before turning to Gin. "Professor Goodwitch is right, we could've killed you."

"At some point, you might have to," Gin said as he straightened and his smile dropped. "There may be a time when we meet as enemies on the battlefield, or maybe other huntsman will try to kill you for some reason known only to them. You won't live the rest of your life only fighting grimm. In this line of work, eventually you will have to kill another person. Knowing how to manipulate your Reiatsu will give you an edge if they don't."

"Why would you teach us something like that?" Weiss asked horrified.

"Why did you want to become a huntress?" Gin asked back.

"What does that have to do with anything?" Yang questioned, putting herself between Gin and Ruby.

"It's important for what I have to say next." They looked between each other and told him. "Heh. Then it appears some of you do need to hear this. Battle is not supposed to be glorious. Battle is brutal and sad, filled only with grief and suffering. The very idea of battle should be feared and avoided at all costs, and if you don't fear the weapon you hold, you don't deserve to wield it."

He took that last part from Kaname Tosen since it seemed to fit with his own philosophy.

RWBYs' expressions grew dark as they looked between each other and their weapons, all with a new light. Each one of them was holding a deadly weapon, designed and built for the sole purpose of destruction. They could only ever be used to destroy, not create.

"What happened to you?" Ruby asked. "How badly were you hurt to come to that?" She choked down a sob as the possibilities raced through her mind. He was barely older then she was, right? Yang wrapped her in a hug as she began to cry.

"Don't worry about it. I might tell you someday, but not now. Think about what I said. Bye bye." He sheathed Shinso and walked away.