Ruby woke in some sort of pod, feeling slimey tentacles around her legs and keeping her in place, Crescent Rose pressing against her back uncomfortably. Her Aura was down, and no matter how much she strained, she couldn't seem to find a way around it. Into the chamber she was bound in stepped… was that an octopus Faunus?

The weird, octopus-like creature reached into the well in the center of the room and lifted his hand with something on it, walking over to another pod with a blond a couple years older than Ruby in it. The slimy layer of film over the boy pulled back and the Octopus thing let something enter his

.. eye? Eurg…

Then it returned to the well and approached someone Ruby couldn't see from her angle, no doubt doing the same to them. Then it did the same thing a third time, and Ruby braced herself.

The moment the film opened, Ruby threw the best punch she could from the angle she was at, only for two more tentacles to come to life and wrap around her arms. Ruby strained to keep her head away from the maggot creature, only for the octopus to grab her by the face and hold her there as the maggot grew tentacles and a fanged maw and lept at her. Ruby groaned in pain as the maggot wormed around her eye and into the socket, before traveling further. She could feel it in her brain, wiggling around.

Crap… That couldn't be good…

The creature, an illithid, her mind supplied quite suddenly. Left Ruby felt the restraints release her as the film reformed over her pod.

Half an hour later, if Ruby's time keeping was on track, the pod was suddenly thrown to the ground by an explosion, the film breaking and the tentacles around her waist recoiling. Standing up, she staggered to the well, shattered it, a bunch of the maggot like creatures spilling out of it and writhing on the floor as the blond boy struggled to stand.

"H-hey-" he said, wincing with each tadpole Ruby crushed under foot, "Jaune- Jaune Arc."

"Ruby Rose," she said in return, scooping up a short sword from a fourth man in the room, who appeared to be dead, and tossed it at Jaune, who fumbled with it, "Come on, we gotta get out of here…"

Ruby found a sphincter-like hole in the fleshy wall, and as she approached, it opened wide.

"Where are we?" Jaune asked.

"I don't know," Ruby admitted tiredly, stepping out onto an open deck of the ship. Staggering forwards and trying to ignore the pain in her brain, she stared out over the edge. They were flying high above a flaming field, gouts of fire crashing into the ship from creatures moving too fast for Ruby to see.

What was this place?

—

Jaune crept behind the girl with a giant scythe, Ruby. He held the shortsword awkwardly as the approached strange creatures eating… something, or maybe it was someone, they were suddenly ambushed by a strange woman leaping down in front of them. She had yellow skin with black markings, a short, piggish nose and silver armor, brandishing a one bladed longsword with a dip near the base. Ruby reached under her cloak, pulling out a scythe in a whirl of mecha shift. Suddenly, a splitting headache went through Jaune's head as both Ruby and the woman staggered clutching theor own, a tear of blood rolling down Ruby's left eye.

"You're not thralls," the woman said, lowering her sword as Ruby did the same with her scythe.

"Thralls?" She asked.

"The Tadpoles, they're in our mind slowly making us like those… Things," the woman spat out.

"Then we better find a way to get rid of them," Ruby said, a nonchalance in her voice that was obviously fake, "I'm Ruby, this is Jaune. Who are you?

"Hi?" Jaune said nervously

"I am Lae'zel," the woman said, "come, we have to find a way off this ship before it crashes. First, we'll take care of the imps, then carry on from there."

"I.. uh, I don't know how to fight," Jaune said nervously.

"Imps are carrion feeders, they're not skilled at fighting, you should be fine, even if you are a weakling," Lae'zel said dismissively, turning and rushing towards the red things with Ruby. Both of them dodged around hurled bolts of fire with a natural ease Jaune didn't have. Flipping his shortsword around into an icepick grip, Jaune snuck up behind the third and drove it into the creature's neck while Ruby and Lae'Zel stood there watching.

With the imps dead, and then looted by Lae'zel, they made their way up fleshy nets until they came up to another butthole that opened for them, revealing a woman with pointed ears panting on the ground, a black haired Faunus kneeling next to her with a butcher's blade of black metal in one hand.

—

You want freedom, Blake jerked as the voice spoke in her head, the inside of the pod flickering to reveal a vacant shadowy field. Her hands twitched, I can give it to you, Blake Belladonna. All you have to do is agree to fight for me.

Blake panted, straining to lift a hand to pound on the hardened film as an explosion took out Perry.

Just say yes, Blake, and I can get you out.

"Yes." Blake croaked and something formed in the shadow above her head. Wrapping a hand around it, she found it to be a butcher's blade made of pitch black metal. Swinging it down, she shattered the film over her, climbing out to turn to Adam and-

Where was Adam?

Blake's heart began to beat faster as she realized Adam, who she had been sure had been in the pod next to her, was gone. Turning to look around the room, she caught sight of another woman pounding on their pod. Rushing over, she moved to help them, looking for a way to activate the pod, finding a hole in the brain-like machine next to it. Noticing a small brain creature by what Blake hoped was a doorway, she chased after it to find a room full of open pods… and a dead man in the back. Quickly and quietly searching him, she found a stone with a strange symbol on it that looked like it would fill the hole.

Returning to the room, she screwed up her face and jammed her hand into the gray matter, pushing the stone in place. A splitting headache formed, just for a second, before the pod opened and spilled the woman onto the ground. She sat there panting for several long minutes, before saying, "Shadowheart."

"What?" Blake asked.

"My name," the woman panted, "It's Shadowheart. Thank you for freeing me, I thought that was the end of me."

"No problem," Blake said, "Blake Belladonna."

Before they could say that, another door opened across the room, letting several people in from the outside. Two humans, and a strange yellow skinned woman. Shadowheart immediately grabbed her morning star, causing the trio to draw their weapons, which made Blake slowly, carefully pick her weapon up off the ground, staring at the mechashift scythe.

"Let's all be calm," the girl with the scythe said, "I don't want to hurt you, and I think you don't want to hurt me-" Suddenly all five of them staggered, clutching their heads as if connected, "You're like us. They put those tadpoles in your head?"

Blake nodded, as did Shadowheart.

"Right, we need to get out of here," the girl said, "then we can focus on any grudges that we have."