Chapter 2 - 2

Yang's wings pushed her forward as she soared above the group searching for a good place to climb the cliff. She was getting increasingly annoyed by the Nevermore on her tail, but she could do nothing to a Grimm of that size, not alone at least, the best she could do was out run it. Seeing some ruins ahead for them to hide in to avoid the Nevermore, Yang signaled to the group to veer to the left as she flew in for a landing.

As Yang reached the group, Winston turned to look at her. "What did you see?" He asked.

Yang pointed to the northeast. "I saw some ruins that we can use to shake off the Nevermore. This way!" She said as she ran past him, the rest of the group behind her.

As the group exited the forest, they came across a large area covered in what could only be described as an ancient amphitheater below the cliff. Each of the students took cover behind the various pillars that dotted the path leading to a bridge as the Nevermore flew past and landed atop the spire. The Large Grimm scanned the area below and let out a loud screech.

Yang scowled as she saw the large bird land. "Well great. What do we do now?" She asked.

There was a loud shriek from behind the group as the Deathstalker burst from the forest and shrieked.

"Aww man, run!" Jean yelled as she and Pyrrhus broke cover and made a break for the bridge, the rest of the group close behind.

Seeing the students run into the open, the Nevermore screeched again and took the the air.

"Nora, distract it!" Ren shouted as he ran from his cover towards the bridge.

Nora grinned and ran into the middle of the clearing, dodging a barrage of feathers as she went. When she reached the center of the clearing she turned and began to fire Magnhild into the air around the Nevermore.

After being peppered with several blasts from the grenades, the Nevermore decided to retreat from the fight in favor of finding a new angle to strike from. She heard a hissing from behind and turned to see the Deathstalker bearing down on her.

As Nora moved to brace herself, Blake and Ren appeared and slashed the Grimm across the bone armor on it's face, while Winston grabbed Nora and propelled the two towards the bridge with the others.

Pyrrhus made it to the bridge and turned to see the Deathstalker top the hill behind Ren and Blake. "GO! GO! GO!" He shouted as he placed Akouo on his back and flipped Milo into it's rifle mode and began to fire on the Grimm. As the rest reached the bridge, Ren spun and began to fire Stormflower in hopes of buying his group any extra time he could. As the Deathstalker reached the bridge, it was forced to stop, as the sheer size of the monster could not fit on the small path.

Everyone turned to run across the bridge while the Deathstalker was trapped, but only succeeded in making it half way, as the Nevermore returned and smashed through the bridge, separating the group in two. While Pyrrhus, Blake and Ren were trapped with the Deathstalker, Ruby, Yang, Nora, Jean and, Winston were stuck with the Nevermore.

Ruby began to take shots at the Grimm as it moved beyond the cliff. Jean climbed to her feet and saw Ren and Pyrrhus firing at the Deathstalker while Blake did the best she could with Gambol Shroud. She watched as Blake was tossed back behind the other two before sliding nearly over the edge.

"We need to get over there! They need help!" She shouted as she and Nora moved to the edge of the broken bridge.

Nora nodded and cocked her weapon. "Let's do this!" She said.

Jean frowned and looked down. "Yeah... But, uh... I can't make that jump." She said.

Nora paused for only a moment before an evil idea crossed her mind. Looking back to Jean with a grin, Nora swung Magnhild around, hitting Jean in the gut and causing her to fall back, before running to the edge and leaping into the air.

Jean, thinking she was going to try to jump the gap, panicked. "No! Nora wait!" She shouted before seeing her twist around in midair and swing her hammer down on the edge of the break. The realization of what she had planned was even more terrifying than thinking she was going to jump alone. Jean let out a shrill shriek as she flew through the air over the gap. Nora climbed atop her hammer and pulled the trigger, causing the resulting explosion to blow her across the gap.

Jean crashed into the stone behind Pyrrhus as Nora sailed over the group and brought Magnhild down on the top of the Grimm's head. The hit seemed to annoy it more than anything else, as when it felt her, it instantly drew back with it's tail. Nora saw the tail pull back, and shot once more to get herself out of the path of the strike. The explosion managed to cause the Grimm to miss, as the stinger only brushed Nora, causing her to slide back into Blake and knock her off of the path with a surprised gasp.

Blake rolled a few times through the air as she fell. Looking to where she assumed was up, she threw Gambol Shroud onto a stone pillar and used the ribbon to swing herself back towards the fight, this time, with Yang, Ruby and, Winston. She pulled on the ribbon to throw herself into the path of the Nevermore. Activating her Semblance, she slashed across the Grimm's mask several times before flashing to the back of it's head and sprinting along it's back, slashing into it's spine as she ran. She leapt off of the Grimm before it could fly away from the ruins and aimed for the pillars with the other students.

Landing on the pillars with the rest of her group, she turned to look up at the Nevermore. "It's tougher than it looks!" She shouted.

Yang glared up at the monster. "Then let's hit it with everything we've got!" She said as she switched Ember Celica into it's combat mode.

The team of four each transformed or loaded their weapons before they started to fire at the approaching Grimm. Blake and Ruby stood with the barrel of their weapon's aimed at the Nevermore as it made it's approach, while Yang threw one punch after the other to discharge her weapons. Winston had sheathed his second blade and held the first in his right hand. Blade extended forward with his opposite hand bracing his arm just above the wrist he began to fire off a barrage of dust laced projectiles.

The Nevermore drew close to the group and smashed through the ruins yet again, this time through the tower at the center of the bridge. Blake, Ruby and Winston began to jump and run along the falling stones as they made their way back to the bridge, while Yang took to the air chasing the Grimm. She got close and landed on it's back and delivered several point blank shots to the Grimm's spine near where Blake had been slashing.

The Nevermore shook itself in an attempt to remove the annoying student from it.

Yang fell off of the creature, and used her wings to haul herself back into the air as she kept a consistent distance behind it.

"Yang!" She heard Ruby yell. She turned to look at Ruby and saw her pointing up. "Golden Fist!" She shouted.

Yang grinned and gave her a thumbs up, not even realizing there was no way for her sister to see the gesture, and turned to climb higher into the sky.

Winston turned to Ruby as he saw Yang break off her assault and fly into the air. "What is she doing!?" He shouted. "She's abandoning us!"

Ruby shook her head. "No, she's preparing her attack!" Ruby said as she turned and saw Blake swing herself back onto the bridge.

The Deathstalker slammed it's stinger into the end of the bridge in an attempt to cause the students to fall into the abyss below.

Jean turned to look at her group. "We gotta move!" She shouted as they charged the Grimm.

Seeing the student's approaching, the Deathstalker attempted to strike at Pyrrhus with it's claw. Pyrrhus saw the claw swinging towards him and slid below the claw, using Akouo to push it away as he slashed at the underside of it with Milo. The Deathstalker attempted to strike with the other claw, but met with similar results as Jean blocked it with Crocea Mors.

Ren ran at the Grimm from the front as he fired Stormflower. Seeing the easy target, the Deathstalker struck out with it's stinger, but found that the boy was very quick on his feet, as Ren latched onto the stinger as the Grimm withdrew it. Ren began to shoot the base of the stinger, just where it connect's with the tail.

Jean and Pyrrhus were slashing at the Grimm's claws as Ren was swung around in an attempt to remove him. Nora began to fire grenades towards the large Grimm while Ren had it distracted. The Deathstalker brought it's claws forward to block the grenades, causing Jean and Pyrrhus to be pushed back. As the grenades forced the claws to separate, Pyrrhus used his chance to hurl Milo at the beast, causing the spear to embed itself in one the Grimm's eyes.

The pain from the spear caused the Grimm to flail about, throwing Ren off of it, and into one of the pillars behind the fight.

"Ren!" Nora cried as she watched him crash into it and fall to the ground.

Jean crawled to her feet and looked up to see the stinger on the Deathstalker's tail hanging on by a thread. He turned to his partner. "Pyrrhus!"

He nodded. "Done!" He said as he hurled Akouo at the Grimm. The Shield sliced through the remnant's of the tail with ease, before bouncing off one of the pillars around it and returning to it's master.

The stinger fell and embedded itself in the top of the Grimm's mask, the Deathstalker letting out a shrill shriek from the sudden pain.

Jean turned to Nora. "Nora now!" She shouted.

"Head's up!" She said as she jumped onto Pyrrhus's shield. Pyrrhus got to his knee's, before leaping into the air as he augmented the force of the blast from Magnhild. Nora sailed through the air with a happy laugh before turning and firing, causing her to spin down towards the Grimm. As she hit the top of the stinger, she drove it through the Grimm, and broke the bridge farther, causing Jean and Pyrrhus to be thrown over the dead Grimm. Looking ahead, she fired again as Pyrrhus retrieved Milo and launched the Deathstalker down off the cliff.

She and the other's landed as Ren limped over to them before collapsing, then turned to see how the other's were fairing.

Winston had his arm extended as he provided Ruby with covering fire to set her plan into motion. Beams of all colors hit or flew past the Nevermore as the giant Grimm turned to attack the tower again. Winston looked up at the giant with a look of annoyance and used a Glyph to jump away from the pillar he was on, only to notice that he didn't have a place to land.

"Shit!" He shouted as he began to fall, slowly tumbling through the air.

"GERONIMO!" A voice shouted as it traveled the length of the canyon.

Everyone searched the area for the sound of the voice as the Nevermore circled around for a second strike at Winston.

A moment later a yellow beam shot out of the clouds and tore through the wing of the Nevermore before hitting Winston and turning 90 degrees and shooting back into the air.

Winston could swear he felt his arm break as the yellow light hit him. Upon further investigation, and the light dying down, Winston found that the beam was Yang, who had just saved his life.

"Yang!?" He shouted in shock as he watched the Nevermore crash into the cliff with it's broken wing.

"Explanations later!" She shouted as she swung around and hurled Winston towards the Nevermore.

Winston sped through the air like a bullet as he approached the Nevermore. He saw that it was attempting to take flight again, and notice that Ruby and Blake were ready to set off the trap. As he got close, Winston drew his second blade and spun around before slamming his swords into the ground around it's tail feathers, causing the area around to freeze, trapping the Grimm.

Yang flew around to the side opposite Blake, and caught Gambol Shroud. She stabbed the blade into the back of the pillar and grabbed the ribbon. Ruby jumped into the air and landed on the Ribbon just as Winston slid back to the group and caught Ruby with his Glyph.

He glanced to Ruby while aiming her towards the Grimm. "This has got to be the most absurd plan I've ever been a part of." He said.

Ruby smiled. "Think you can make the shot?" She asked.

He smiled smugly. "Can I." He said.

Ruby tilted her head to the side before looking over to Winston. "Can you?" She asked.

Winston's eye twitched as he glared at the Nevermore. "Beset on all sides by idiots." He grumbled.

Ruby smiled again as she loaded a bullet. Winston spun in place once before the tip of his blades caught the edge of the Glyph and sent Ruby flying across the gap. Ruby fired Crescent Rose several times as she flew, forcing Winston to dive into cover to avoid being hit by the stray shots, before hooking the Grimm by it's neck and dragging it to the cliff wall. Winston quickly made a trail of speed Glyphs that lead up the face of the cliff, before watching in shock as Ruby dragged the giant Grimm up the cliff along side her.

As Ruby reached the top of the cliff, she fired Crescent Rose one final time, causing the blade to dig into the beasts neck and sever the creatures head as she landed at the top of the cliff, the head of the Nevermore landing off to the side.

Jean and the rest of the students watched in awe as the body of the Nevermore fell from the top of the cliff.

"Whoa..." Jean said as she saw Ruby walk into view and raise her scythe above her head in triumph.

Winston and Blake stood there in awe as Yang walked up behind them, staring up at her sister.

"Well... That was a thing." She said as she crossed her arms over her chest.

Blake looked around at the tower they were on. They had destroyed the first bridge when the Nevermore attacked them, and now the corpse had broken the other side as it fell, leaving the three trapped.

"So... Any idea's on how were gonna get up there?" She asked.

Without missing a beat, Winston turned to Yang. "You have wings. Carry us." He said with a straight face.

Beacon Cliff

"Well, it looks like they made it. It would appear that they also took care of the Deathstalker for you." Glynda said as she watched the teams climb the cliff on her scroll.

Ozpin nodded. "Indeed. The teams are going to be interesting this year." He said before turning to Glynda. "But no, that was not the Deathstalker I was referring to." He finished.

Glynda gave him a confused stare. "It wasn't? But that was a Giant Deathstalker." She said.

He nodded. "Yes, I know. However, the one I asked for Professor Throne to kill, is a Deathstalker Elder. I wanted it dead before the initiation, so that it didn't kill any students." Ozpin said as he turned away and began to walk back towards the school.

Glynda gave him a surprised look before turning to look out over the forest. "An Elder? Here?" She asked herself before pulling out her scroll.

"Professor Thorne? I'm sorry to wake you Leo, but Ozpin has some urgent business for you to take care of." She said as she began to follow Ozpin.

Assembly Hall

"Russel Thrush, Cardin Winchester, Dove Bronzewing, Sky Lark. The four of you retrieved the Black Bishop pieces. From this day forward you shall work together as, team CRDL. Lead by, Cardin Winchester." Ozpin said as he looked at the newly formed team. The crowd applauded them as the four turned to leave the stage, and Ozpin looked to the next group of students.

"Jean Arc, Lie Ren, Pyrrhus Nikos, Nora Valkyrie. The four of you retrieved the White Rook Pieces. From this day forward, you shall work together as, team JNPR. Lead by, Jean Arc." Ozpin finished as Nora hugged Ren.

"Huh!?" Jean said as she starred at Ozpin in shock. "Lead by..." She said as she pointed to herself.

Ozpin nodded. "Congratulations young lady." He said.

Pyrrhus laughed happily as he patted Jean on the back, the force of the hit causing the girl to fall and the crowd to laugh.

Ozpin smiled and turned to look at the last group of students.

"And finally, Blake Belladonna, Ruby Rose, Winston Schnee, and Yang Xiao-Long. The four of you retrieved the White Knight pieces. From this day forward you shall work together as, team RWBY. Lead by... Ruby Rose." He said.

Ruby and Winston's jaws dropped in shock as they looked at Ozpin.

"I'm so proud of you!" Yang shouted as she pulled Ruby into a hug.

Ozpin chuckled and looked out the window at the shattered moon. "Look's like things are shaping up to be an interesting year." He mussed to himself.

Abandoned Warehouse

Roman stood with one hand on the table, and the other holding his scroll to his ear.

He slammed the scroll down on the table and groaned in frustration. Reaching into his pocket, he retrieved his lighter and a cigar before bringing both to his mouth. He lit the cigar and turned to see a man roll a cart over to him.

He nodded to the man and handed him a handful of Lien Cards. "Open it." He ordered.

The man nodded and opened the case atop the cart. Inside the case were rows of Dust crystals of all different colors. Roman pulled a purple crystal out and examined it for a moment before looking up and pausing.

"We're gonna need more men." He said ominously.

Emerald Forest East Cave

An extremely large figure trudged out of the cave, blood dripping off of the ends of its clawed hands. It carried with it a corpse that was refusing to decay. It was the corpse of a Deathstalker, this one several times larger that the one that JNPR had killed hours prior to the north. The large figure turned and let our a low growl towards the treeline, scarring away some nearby Ursa.

The monster dragged the beat up corpse into the open before examining it's kill. The Deathstalker Elder was several times larger than that of a normal Giant Deathstalker, and had far more armor, making them into a walking fortress, along with having enough poison to kill a Human in seconds, assuming you managed to survive being hit by any of the barbs, as each was the size of a shortsword.

There was a quiet ringing that danced across the open field as the moon light lit the area. The creature reached over to a massive suit of Atlesian armor and tapped it on the shoulder, causing it to light up.

"Wh-what! Ah, yes I'm awake now. Have you finished with our task?"

The monster lifted the claw of the Grimm and placed it beside the suit of armor with a grunt.

"Yeah, we got it. Just one issue, it's not decaying."

"Oh dear. Well, I'd best tell Ozpin to find some storage space. Good work Thorne."

RWBY Dorm

The sunlight poured through the windows as the newly formed team slept, or Winston slept at least. The others had neglected to wake him as they got themselves dressed before Ruby crept up to his bed and got right next to his ear. She grinned as she took a deep breath and blew into the whistle she was holding.

"GAH!" He shouted as he jumped out of his bed and grabbed his weapon. He spun around to see Ruby standing there with a grin. "What are you-" He demanded before she cut him off.

"GOOD MORNING TEAM RWBY!" She shouted as she stepped out from behind his bed.

Winston's glare faltered from her cheery attitude as he gawked at his partner. "What the hell is wrong with you!?" He shouted.

Ruby brushed off the question and turned to stare at him. "Now that your awake, we can officially begin our first order of business!" She said as she turned to look at Blake and Yang.

Winston raised his eyebrow as he placed Myrtenaster back on his nightstand. "Excuse me?" He asked as he stared at her incredulously.

"Decorating!" Yang shouted as she held all of her stuff in her arms.

"What!?" Winston demanded.

"We still have to unpack." Blake said as she turned to her suitcase, which promptly fell open. "And clean."

Winston gave her an annoyed stare before Ruby appeared behind him again with the whistle and blew into it, causing him to fall.

"Alright! Winston, Yang, Blake, and their fearless leader Ruby, have begun their first mission! BANZAI!" She shouted, causing the other two to join her. Winston pinched the bridge of his nose as he starred at the trio ahead of him.

'These girls will be the death of me.' He thought as he turned to dress himself in his uniform.

Yang placed a poster of the Achieve Men on the wall above her bed, while Winston hung a painting on the opposite side of the room. Blake stocked the bookshelves, taking special care to keep her personal stash in another location. Ruby attempted to hang the curtains on the window with Crescent Rose, but as she turned to face the rest of her team the blade bisected the curtains.

After stitching the curtains back together, the four took a step back to admire the mess they had created. The room itself looked great, apart from the pile of bed in the center.

"This... Isn't going to work." Winston said as he scanned the pile.

"It is a bit cramped." Blake agreed as she looked around.

"Maybe we should ditch some of our stuff." Yang said.

"Or we could ditch the beds..." Ruby said as she looked to the floor. Moments later she looked up with a grin. "And make bunk beds!"

Winston frowned. "That doesn't sound safe in the slightest." He said as he turned to Ruby.

"But it does sound super awesome!" Yang said as she pumped her fist into the air.

"It does seem efficient." Blake agreed.

Winston looked around defeated. "Well there goes that vote." He mumbled as they went to work stacking the beds.

After a few minutes the team stepped back again to view their work. Blake's bed had been stacked on top of Yang's bed with books as the support, while Ruby's bed had been hung from the ceiling by ropes and had a sheet draped over it.

"What if someone wants to read one of those?" Winston asked as he pointed at the books holding up Blake's bed.

She shrugged. "I've read them all. Doubt any of you would care to read my romance novels."

"Fair point." Winston said as he turned to the clock. '8:55. Wonder what else we can do today before school.' He thought to himself.

"Alright! Our second order of business is!" Ruby shouted as she jumped onto her bed and grabbed the schedule. "Classes. Now, we have a few classes together today, at 9 we gotta be-"

"What!?" Winston shouted as he stared at Ruby. "Did you say 9 o' clock?!" He asked.

"Ahh... Yeah?" She responded as she turned to face her partner.

"It's 8:55 you dunce!" He said as he turned and sprinted out of the room.

JNPR peeked out of their dorms and saw Winston shoot out of his dorm and off down the hall.

"Ah... T-to class!" Ruby shouted as the rest of RWBY followed him.

"Class?" Jean asked aloud. "Ahh!" She shouted as the rest of her team fell on her. She got to her feet and started running down the hall. "We're gonna be late!" She panicked.

Ozpin and Glynda watched as team RWBY and JNPR raced across the campus to the school building. Ozpin raised an eyebrow as he watched before taking a sip from his mug.

Professor Port's Classroom

"Monsters! Deeeemons. Prowlers of the night... Yes the creatures of Grimm have many names, but I merely refer to them, as prey! Haha!" Professor Port said as he looked around his class for a reaction. Seeing nothing he cleared his throat and continued. "And you shall too, upon graduation from this prestigious academy."

Port turned and began to pace the front of his classroom. "Now, as I was saying. Vale, along with the other three kingdoms, are safe havens, in an otherwise treacherous world. Our planet is absolutely teeming with creatures that would love nothing more than to tear you to piece's. And that's where we come in, Huntsman!" Port said as he puffed out his chest.

"Huntresses." He said as he pointed to Yang. "Individuals who have sworn to protect, those who cannot protect themselves. From what you ask? Why, from the very world!" He shouted as he raised his arm into the air.

"AYEP!" A boy from the back of the class shouted, before the looks from his fellow classmates caused him to move back to his chair.

"That is what you are training to become. But first, a story! A tale of a young, handsome man. Me!" He finished, causing Winston to roll his eyes.

The boy began to tune out Professor Port as he glanced to his side and noticed Ruby scribbling on her paper. 'At least she can take class seriously.' He thought as he turned back to the teacher.

"Despite smelling of cabbages, my grandfather was a wise man. Peter! He told me."

Winston heard Ruby giggling and turned to see her hold up the sheet he thought she was taking notes on. She was drawing a rather crude portrait of the professor. A tick appeared on Winston's forehead as he heard Yang join in on the giggling.

"Ahem!" Port said, causing the trio to turn back to him. He raised an eyebrow to the group before continuing. "In the end, the Beowolf was no match for my sheer tenacity! And I returned to my village with the beast in captivity, and my head held high! Celebrated, as a Hero!" He took a bow at the end before continuing. "The moral of this story? A true Huntsman must be honorable. A true Huntsman must be dependable! A true Huntsman must be strategic, and well educated, and wise!" Port said.

As he was talking, Winston was getting increasingly frustrated with Ruby's antics, from making faces, to messing with her supplies, to picking her nose.

"So, who among you believes they posses they traits?" The Professor asked.

Winston's hand shot into the air. "I do sir!" He shouted.

Port's eyebrow rose in amusement. "Do you now? Well then, step forward, and meet your opponent!" He said as he turned to the massive cage beside him.

Winston rose from his chair and walked to the front of the class before facing the cage. He drew his weapons and motioned for Port to let the beast lose.

"Go Winston!" Yang shouted.

"Fight Well!" Shouted Blake.

"Yeah! Represent team RWBY!" Ruby shouted.

Winston scowled and looked to his team. "I am trying to focus!" He shouted.

Each of them frowned. "O-oh, sorry..." Ruby said as she turned to Port.

"Now then, let the match, begin!" Port shouted as he brought his axe down on the lock of the cage, causing the door to fall open, revealing a Boarbatusk.

The Grimm let out a squeal as it charged from it's cage at Winston. The boy in white managed to sidestep the charge, delivering two slashes across the side as it passed him.

"Haha! Wasn't expecting that, were you?" Port said as he watched from the side.

"Hang in there Winston!" Ruby shouted as she grinned down towards her partner.

Winston and the Grimm charged one and another, meeting in the center of the classroom. The Boarbatusk managed to hook it's tusk around one of Winston's Blades, while Winston countered by stabbing the Grimm in it's top left eye with his other. The Grimm shook Winston violently, causing his hand to release the weapon that was stuck in the Grimm, and drop the blade that had been locked by the tusks.

"A bold approach, I like it! But what can you do without your weapons?" Port asked as he ran his hand down his mustache.

"Come on Winston! Show it who's boss!" Ruby called from the stands.

Winston glared at his leader, causing him to receive a direct hit from the Boarbatusk as it charged. Winston used the force of the hit to flip the Grimm onto it's back as it ran him over.

Taking his chance while the Grimm was on it's back, Winston grabbed his weapons from the floor and turned to face the monster.

"Winston! Go for the underbelly! There's no armor under-" Ruby called, but was stopped by Winston.

"Silence!" He snapped. "I know how to fight Ruby!" He shouted as he glared up at her.

Ruby frowned and retreated farther into her seat.

The Boarbatusk attempted to use Winston's distracted state against him again, and curled into a ball and began to roll towards him at blinding speeds.

"Enough of this!" Winston shouted as he drove his swords into the ground. A Glyph appeared ahead of him, causing the Grimm to bounce off of it and land on it's side. "Ice coffin!" He shouted as he forced the blades deeper into the ground. Several Glyphs appeared around the Grimm, each firing out large spikes of ice, that penetrated deep into the hide of the Grimm.

Winston waited a moment until he heard the final cry of the dying Grimm, before he sighed and pulled his blades from the floor.

"Bravo! Bravo!" Port said as he clapped his hands. "It's would appear that we are indeed in the presence of a true Huntsman in training." Winston stood up straight and sheathed his blades as he starred ahead. "I'm afraid that's all the time we have for today. Be sure to cover the assigned readings. And, stay vigilant! Class dismissed." Port finished as Winston glanced to his team before walking from the room.

Jean frowned as he watched her old friend leave. "Winston... What happened to you?" She asked herself.

Beacon Halls

"Winston!" Ruby called as she chased after him.

"What." Winston demanded as he turned to face his partner.

"What's wrong with you!? Why are you being-" Ruby started, but was cut off by Winston.

"What's wrong with me!? What's wrong with you!" He demanded as he pointed a finger at her chest. "Your supposed to be a leader! And all you've done so far is fool around!" He stated.

Ruby looked taken aback. "What did I do!?" She demanded.

"That's just it!" He started. "You've done nothing to earn your position! Back in the forest, you acted like a child! And you've only continued to do so!" He shouted.

Ruby tilted her head to the side. "Winston, where is this coming from? What happened to all the talk about working together, I thought you believed in acting as a team." She asked.

He scowled. "Not a team, lead by you." He stated as he raised his arms. "I've studied, and trained! I'm the CEO of the Schnee Dust Company for crying out loud! At the least, I deserve a leader who takes her position seriously!" He shouted as he turned around and began to walk away, stopping only once to glance over his shoulder. "Ozpin, made a mistake."

Ruby frowned as she watched Winston walk out of sight.

"Hmm... Now that didn't seem to go very well." Ruby turned sharply when she heard a voice behind her. Looking to see who it was, she found Professor Ozpin standing behind her, watching Winston leave.

Ruby frowned as she looked up at him. "Is he right? Did you make a mistake?" She asked.

Ozpin looked down at the girl with an amused smile. "That remains to be seen." He said.

Beacon Balcony

Winston strode out onto the balcony and noticed Professor Port standing along one of the railings. He decided to greet the senior huntsman. "Professor Port." He said as he walked over to the man.

Port turned with a smile. "Ah, Mr. Schnee! To what do I owe this fine pleasure?" He asked.

"I enjoyed your lecture." He said as he stared across that the larger man.

Port continued to smile. "Of course you did child, you have the blood of a true Huntsman in you!" Port declared as he stared down at his student.

"You really think so?" Winston asked.

"Most surely!" Port stated as he watched Winston frown slightly. "Hmm... Somethings troubling you." Port stated as he examined the boy.

"Yes sir." He stated.

"Dear boy, confess to me your strife!" Port stated as he raised an arm into the air.

"Well... I believe that I should have been the leader of team RWBY." Winston stated as he looked to the older man for confirmation.

'Ah, so this is the issue.' Port thought. After a pause he spoke again. "That's preposterous!" He stated.

"What do you mean?" Ruby asked as she stared up at Ozpin.

"I mean, it's only been one day. Ruby, I've made more mistakes than any man, woman, or child on this planet. But at this moment, I would not consider your appointment to leader to be one of them." Ozpin finished as he took a sip from his mug before he leaned down towards Ruby and looked her in the eyes. "Do you?" He asked.

"Excuse me?" Winston asked as he raised his eyebrow.

Port placed his hands on his hips as he looked across at his student. "I've followed Professor Ozpin for many years, and the man's never once lead me astray!"

"So you would just blindly accept his decision, all the while knowing that I have qualifications far superior to Ruby?" He asked.

Port frowned. "With all due respect, the grandeur of your qualifications is matched only by your poor attitude."

"How dare you!" Winston shouted.

"My point exactly." Port said as he looked to his student. "I see before me a boy who since he was young, has been given everything he wanted, and now that you finally found something you want but can't have, your throwing a fit, rather than supporting your partner."

Winston crossed his arms over his chest. "You hit the nail on the head professor. I got everything I ever wanted as a child. When I wanted something, my parents would buy me it, when I wanted a little sister, my parents had another child." Winston started.

"When my father betrayed his family and tried to sell my sister's to the White Fang in order to get them off our backs, I overthrew him as the chairman. When I want something, I get it." He finished as he glared across at the older man.

"Being a team leader isn't just a title you carry into battle, but a badge you wear constantly. If you are not always preforming at your absolute best, then what reason do you give others to follow you?" Ozpin asked as he stared down at Ruby.

"So the outcome did not fall in your favor. Do you really believe that acting in such a manner would really force those in power to reconsider their decision?" Port asked, his tone changing from that of a stern old hunter, to that of a wise old professor. "So instead of fretting over what you don't have, savor what you do. Hone your skills, prefect every technique, and be not the best leader, but the best person you can be." Port finished.

Winston paused for a moment, the scowl still present on his face.

"You have been burdened with a daunting responsibility Ruby. I suggest you take some time to think about how you will uphold it." Ozpin said as he turned and walked down the hall.

Ruby looked to the floor and turned to see Port walking away from Winston on the Balcony.

'I better find out how late the library is open.' Ruby thought as she turned away from the exit.

RWBY Dorm

Winston opened the door to his room and saw the lights were already off. He had taken a walk around the campus after his talk with Port to sort some things out in his head. He turned to see Blake asleep peacefully on her bottom bunk, while Yang slept haphazardly with her wings draped over the edge of the bed, twitching on occasion.

He turned and walked to Ruby's bed and drew back the curtain to find her asleep with her face in a book.

Winston's eye's widened slightly when he notice that it appeared she had been studying for the past few hours. He cleared his throat and shook Ruby's arm to wake her.

Ruby's eye's fluttered open and she was met with the sight of Winston, with a rather cold stare. "Winston! I- I was studying, and then I fell asleep, oh, I'm sorry! I-" But she was cut off as Winston pressed a hand to her mouth and placed a finger over his lips.

He glanced to the side and saw Ruby's empty mug beside her pillow. "How do you take your coffee?" He asked.

Ruby raised an eyebrow. "I- I don't-"

"Answer the question." He said with an annoyed tone.

"Ah, cream and five sugars!" She said just above a whisper.

Winston rolled his eyes and turned away from her bed, grabbing her mug as he left. "Don't move." He said.

Ruby scratched her head as she watched her partner prepare her a cup of coffee before he handed it back to her. "Um... Thanks, Winston." She said, mildly confused.

"Ruby... I think you have the potential to be a good leader." Winston said as he scanned over the books she had. Ruby smiled and was about to speak before Winston continued. "Just know, that I will be watching you, every step of the way. If I deem you unfit to lead, I will take it up with the school." He finished.

Ruby frowned slightly before noticing the lack of a glare on his face. She grinned as she whispered back to him. "Then I'll just have to try really hard then, wont I?" She asked.

Winston rolled his eyes with an amused smile. "Good night Ruby." He said as he walked to the door. As he walked out the door he turned around and looked up to her.

"Hey Ruby?" He called.

"Huh?" She replied.

"The answer to question 6 is 57, not 34." He said as he closed the door behind him.

Winston turned and walked down the hall towards his locker to put away Myrtenaster and it's sister blade. 'Bunk beds... Heh, baby sis is gonna love to hear this.' He thought as he turned the corner.

Chapter 4

Winston sat quietly at his desk, his coat draped over the back of his chair as he reclined. He had his scroll in his hand, and was browsing through various messages he had gotten over the days prior.

"Stocks are down for the Schnee food label... Faunus protest at the quarry's west of Vacuo... The Vice president's birthday is in a week..." He muttered to himself as he scanned across the words before him.

Winston had begun his work earlier in the morning after the rest of RWBY had gone off to enjoy their weekend. Blake had plans to go to a book store in Vale, while Ruby was going to join Jean at a movie. Yang had failed to mention where she was running off to, but Winston didn't bother to ask either. His desk was facing away from the door to his room, so he failed to notice when it was opened.

Yang strolled into the dorm with a bored look on her face. She had worked up a mild sweat while she was training, but had been unable to find a good sparring partner. Most first year students had left campus for the day, and those few who stayed had posed no challenge to the dragon.

She glanced to the side and noticed Winston reclined in his desk chair, one foot dangling before him, the other placed on his desk, keeping him from falling backwards. She grinned when she realized that he hadn't seen her enter the room, and crept over to him. She peeked over his shoulder to get a look at what he had on his scroll.

Winston closed the news board from his company and opened a message he had gotten from his mother. He raised an eyebrow as he read the message above the photo.

"So Winter is teaching her to fence..." He muttered as he looked at the picture below.

In the photo were two women, and a little girl. The elder woman had a long white dress, with red frills at the bottom, and at the ends of her sleeves. She had short hair that came down to her shoulders, and had a light smile on her face.

The next was a tall woman, wearing an over coat that resembled Winston's own, but with the sleeves cut to show her shoulders. She had a grey top on under her coat, with a pair of thigh high grey metal boots, and a pair of plain white pants on under them. Her hair was tied into a bun on the back of her head, with a piece of her bang's, hanging in her face. She had a stern look on her face as she held her sword out ahead of her.

The last was a little girl, no older then 9. She had a blue dress that went from her shoulder's to her knees, and a pair of white shoes. She like the rest of the people in the photo, had pale white skin and hair, though most of her head and face were obscured by the hood of a cloak, similar to that of Ruby's. The only difference being that her cloak was a light blue, similar to that of her dress as opposed to a blood red. She was holding a wooden rapier, carved in a similar fashion to that of Myrtenaster.

Yang tilted her head to the side as she scanned over the people in the photo. Yang had been on team RWBY for a couple of weeks, so she knew that Winston had a sister, but she had never seen her until now.

"Who's that?" Yang asked, surprising Winston.

Winston jumped in his chair, loosing his footing on the desk, causing him to fall backwards onto Yang. The two hit the floor with a thud as Winston's scroll slid across the floor and clattering against the wall.

Winston growled slightly as he opened his eyes and used his hands to push himself up.

"What the hell did you think you were doing!?" He shouted as he glared down at Yang.

Yang didn't respond, only glaring back up at Winston with red eyes.

Winston looked to her confused for a moment before he felt something soft under his hand. His eyes widened slightly as he looked down to his hands and noticed their placement. When the two had fallen, Winston landed on Yang and he had placed his hand on her breast when he pushed himself up. Winston froze as a look of realization dawned on him, and he looked back to Yang.

Yang's face was as red as her eyes as she glared up at the boy in white.

"You..." She growled out as she cracked her knuckles.

"I..." Was all Winston could muster. He may have been the head of a company and one of the most successful teens in the world, but even he couldn't think of a way to smooth talk his way out of what he knew was coming.

The dorm building shook as two loud crashes could be heard. Student's opened their doors to see what had happened, only to find the door to RWBY's dorm blown off of it's hinges and into the hallway, and the door to JNPR's room caved inward.

Pyrrhus looked down from his weights in surprise as he saw Winston crash through his door and slam into the wall on the opposite side. The boy had left a large crack in the drywall, and seemed to be in a mild daze. He stood from his bench and walked to his door before looking across at RWBY's dorm. He saw Yang standing there panting heavily, a deep blush on her face.

He waved to her awkwardly before he spoke. "I think he's unconscious!" He called across.

Yang took a deep breath and straightened out her hair before she crossed the hall, grabbed Winston by the leg and dragged him out of the room.

Glynda watched as Winston was dragged back into his room with a frown. 'This is why the students are supposed to leave their weapons in their lockers.' She thought as she waved her Riding Crop and moved the door back into place before she glanced to JNPR's door. 'That door's going to need to be replaced.'

Pyrrhus peeked out of his room and waved to Glynda. "Sorry!" He called.

Glynda smiled and nodded to him before she turned and began to leave the dorms.

Back in RWBY's dorm, Yang threw Winston onto his bed and sat down on Blake's. She cupped her hands and placed her elbow on her knees as she stared across at him. Moments later, Winston groaned and sat up on his bed. He winced and brought a hand to his eye.

The two teammates eyes met as they glared at each other. They stared at each other for a few moments before Winston spoke. "This never happened. I tripped and hit my eye on the door knob." He stated.

Yang nodded her head in agreement. She saw something silver out of the corner of her eye flash, and turned to see Winston's scroll lying against the wall. She rose from her seat and walked to collect the device. Retrieving it from the corner, Yang looked at it before tossing it to Winston, who caught it and glanced at the message.

"So..." Yang stared as she grabbed a brush and a fist full of hair. "Who's Winter?" She asked.

Winston looked over to her as she began to comb knots out of her hair. He scowled as he clicked his scroll shut and placed it in his breast pocket. "My elder sister." He stated as he walked to his desk chair, which was still lying on the ground.

Yang frowned. "What about the other two in the photo?" Yang asked.

"My mother and little sister." He stated as he collected his coat and placed Myrtenaster on his hip.

"I didn't know you had a little sister as well." Yang said as she grabbed another handful of hair.

Winston turned to her with a glare. "There is a great deal that you do not, nor will you ever know of my family." He hissed as he walked to the door. He pulled it open and turned to Yang. "I am going to the arena. If you wish to continue this casual banter, then we shall do it with steel." He finished as he turned and walked from the room.

Yang watched him go with a frown before placing her brush on the desk and collecting a new pouch of ammo from her night stand and following him down the hall.

The rest of the weekend passed with next to nothing interesting happening, short of Nora stealing one of Blake's books, resulting in a chase across the campus.

Arena

Jean breathed heavily as she used her sword for support. Standing across from her was Cardin Winchester. He had a smug smile on his face as he held his massive mace above his head.

Jean let out a shout as she charged Cardin with her sword. She took a clumsy swing at the large boy, who easily dodged the smaller girl. Jean turned and was met with the bladed tips of Cardin's mace, and was sent sprawling across the arena.

She rolled back to her feet and grabbed her sword with both hands and attempted an overhead swing. She brought her sword down on the handle of the weapon. She put all over her strength into pushing forward with her sword, but was easily overpowered by Cardin's superior size.

He grinned as he stared down at her. "This is the part, where you lose." He stated simply.

Jean glared up at him. "Over my dead body!" She stated confidently.

Cardin knee'd her in the gut before he knocked her to the side with his mace. "That's the idea." He finished as he raised his mace above his head. Suddenly the room around them lit up and a buzzer sounded, causing Cardin to falter.

"That's enough." Glynda said as she walked onto the stage between the two fighters. "Students, as you can see, Ms. Arc's Aura has now dropped into the red. In a tournament style duel, this would indicate that Jean is no longer fit for battle, and that the official may call the match." Glynda finished as she turned to Jean.

"Ms. Arc, it's been weeks now. Please try to refer to your scroll during combat. Gauging your Aura will help you to decide when it is appropriate to attack, or when it is better to move to a more defensive strategy." She said as she looked to Jean.

Jean sighed and looked down at her scroll.

"We wouldn't want you to be gobbled up by a Beowolf, now would we?" She asked sarcastically.

Cardin scoffed as he placed his mace on his back. "Speak for yourself." He stated as he turned to leave the stage.

"Remember everyone! The Vytal Festival is only a few months away!" Glynda stated as she scanned the crowd. Yang and Ruby seemed very excited, while Winston smiled lightly as he held an ice pack to his black eye. "It won't be long before students from other kingdoms start arriving in Vale, so keep practicing! Those who choose to compete in the combat tournament will be representing all of Vale!" She finished as she turned to walk off the stage.

Pyrrhus frowned as he watched Jean lower her head in shame and walk towards the locker room.

Cafeteria

"So... There we were, in the middle of the night!" Nora said as she scanned the table.

"It was day." Ren corrected as he placed a fry into his mouth.

"We were surrounded by Ursai!" She stated ominously.

"They were Beowolves." Ren corrected again.

"DOZENS OF EM!" She shouted as she jumped from her seat.

"Two of them." Ren stated calmly.

"But they were no match. And in the end, Ren and I took them down, and made a boatload of Lien selling Ursa skin rugs!" Nora stated proudly as she crossed her arms over her chest.

Ren sighed and took a sip of his coffee. "She's been having this recurring dream for nearly a month now." He stated, a hint of exhaustion in his voice.

"Jean? Are you okay?" Pyrrhus asked as he turned to see his partner picking through her food.

It took her a moment to notice the question before she responded. "Huh? Oh, yeah. Why?" She asked.

"It's just that, you seem a little, not okay." Ruby sated as she looked to Jean with concern.

Jean looked around the table and sighed. "Guy's look, I'm fine. See?" She said as she gave them a thumbs up and a smile.

They heard someone laughing and turned to see team CRDL taunting a second year student at another table.

"Jean, Cardin has been picking on you since the first week of school." Pyrrhus stated with a frown.

Jean looked over to him with a look of confusion. "W-who? Cardin Winchester? Nah, he just likes to mess around you know, practical jokes." Jean said, no confidence behind her statement.

Ruby frowned, her ears twitching. "He's a bully." She stated.

Jean scoffed. "Oh please, name one time he's bullied me." She said as she looked around her table.

"What about the time he knocked your books out of your hands when he passed you in the hall?" Ren asked from the other end of the table.

"Or how about when he deployed Crocea Mors in the door to the class, and got you stuck?" Nora added.

"How about when he shoved you into a locker and sent you to the other side of the school." Blake added dryly.

Jean waved the last one off. "I didn't land that far from the school." She stated.

Pyrrhus frowned. "Jean, you know if you ever need help, you can just ask." He said as he placed a hand on her shoulder.

"Ooh! We can break his legs!" Nora shouted as she jumped from her chair.

"I could set him on fire!" Yang joked as she grinned over to Jean.

"I can ruin his families company financially." Winston added as he pressed a button on his scroll. "All it takes is one call and Winchester Weapon Designs goes bankrupt." He finished as he stared at Jean. The rest of the table looked at him with a mixture of shock and surprise. He looked around in confusion. "What!?" He shouted.

Ruby pointed a finger at him. "You just offered to help someone!" She stated.

"What? So I can't decide to help an old friend out from time to time?" He asked as he crossed his arms and scowled down at her.

"Forget that, didn't any of you hear how calmly he talked about ruining someone else's life?" Blake asked as she looked around them.

"A bullies life!" Nora argued happily.

"And the life of anyone who works for Winchester Weapon Designs!" Blake stated as she looked across at the pink bundle of energy. "He was so casual about the way he talked about destroying someone's hard work, and all on a whim!" She finished.

"Nonsense!" Winston stated. "I would never waste the factories that they have. All the workers can keep their jobs. I'll ruin the company, then buy it for a fraction of what it's worth." Winston finished as he took a sip of his coffee. "No sense in wasting an opportunity to make more money."

Blake glared over to Winston. "What about Cardin's family? What about his parents and siblings that your plan would affect?" She asked.

Winston shrugged. "I guess they can work in one of the factories." He stated calmly.

If look's could kill, Winston would have died about ten times as Blake glared at him, her eyes briefly shifting to a golden hue with black slits.

Jean chuckled nervously and stood with her tray. "Guys, really, I appreciate the concern, but it's fine. Besides, it's not like he's only a jerk to me. He's a jerk to everyone." She finished as they turned to see Cardin tugging on the girl's rabbit ears.

"OW! Stop that, it hurts!" She shouted as she tried to get her ear out of his grasp. "Please stop!" She asked as Cardin pulled her to the side.

"I told you they were real!" He stated as he turned to his team.

"What a freak!" Russel said as the rest of the team laughed at her. Cardin finally released her ear and she turned swiftly and left, hiding her face with her hand.

"Atrocious. I can't stand people like him." Pyrrhus stated as he cracked his knuckles.

Blake was already in a bad mood from her talk with Winston when she heard Pyrrhus. "He's not the only one." She hissed.

Yang nodded as she glared at Cardin. "People like him make it a lot less fun to be Faunus." She said as her wing's twitched.

Jean left her table and sighed as she walked to dispose of the remnants of her lunch. Cardin watched her go with a malicious grin.

Dr. Oobleck's Classroom

"Yes! Yes, prior to the Faunus rights revolution, more popularly known as the Faunus War, Humankind was quite, quite adamant about centralizing Faunus population in Menagerie!" Oobleck stated as he pointed to a place on his map.

He took a sip of his coffee before he darted off to another corner of the room. "Now then! While this must feel like ancient history to you, it is imperative to remember that these are relatively recent events! Why, the repercussions of the Uprising can still be seen to this day!" He shouted as he moved frantically around the room, students struggling to follow his movement.

"Now. Have any among you been subjugated or discriminated against, because of your Faunus heritage?" He asked, prompting several students to raise their hands, Ruby and Yang included.

"Dreadful. Simply dreadful! Remember students, it is precisely this kind of ignorance that breed violence!" He finished as he took another sip from his coffee.

"I mean, I mean, I mean, just look at what happened to the White Fang! Now! Which one of you young scholars can tell me what many theorists believe was the turning point, in the third year of the war?" He asked.

Winston raised his hand in the back of the class. "Yes, Mr. Schnee!" He called.

"The Battle at Fort Castle." He stated.

"Precisely!" He shouted as he swung his pointer around, knocking several papers from his desk. "And, who can tell me the advantage that the Faunus had over General Lagune's forces?" He asked as he scanned the class room for a student with the answer. He noticed Cardin flick something at Jean, who had been sleeping up to this point, and decided to run with it.

"Hey!" Jean said as she reached towards the back of her head.

"Ms. Arc! Finally contributing to class! This is excellent! Excellent! What is the answer?" He asked. He knew that Jean had been asleep, but she had not participated in the discussions since the school year began, so he figured he'd test her to see what she'd learned.

"Uhhhh... The answer..." Jean started as she looked around the room. "The advantage... The Faunus had... Over that Guys stuff..." Jean turned to see Pyrrhus cupping his eyes as he tried to signal to her what the answer was. "Uh... B-binoculars!" She stated confidently.

The students around the room laughed as Oobleck sighed and took a drink from his mug. Pyrrhus face-palmed as he heard his partner answer.

"Yes, very funny Ms. Arc." Oobleck said as he moved back behind his desk. He turned his attention to the student who had caused him to look to Jean. "Cardin! Perhaps you would care to share your thought's on the subject!" Oobleck called.

Cardin was reclining in his desk as he heard the teacher call him. "Well, I know it's a-lot easier to train an animal than a solider." He said with a snicker.

Oobleck frowned as Pyrrhus turned to Cardin. "Your world view saddens me." He stated as he glared up at Cardin.

Cardin returned the glare as he spoke. "What! You got a problem?" He asked in a threatening manner.

"No, I have the answer." He said as he turned back to Oobleck. "It's night vision. Many Faunus are known to have nearly-perfect sight in the dark." He finished as he crossed his arms on his desk.

Cardin growled at being humiliated in front of the class as he turned away from Pyrrhus.

"General Lagune was inexperienced, and made the mistake of trying to ambush the Faunus in their sleep. His massive army was outmatched, and the General was captured." Blake said as she turned to Cardin. "Perhaps, if he had paid attention in class, he wouldn't have been remembered as such a failure." She finished, using the end of her statement to spite Cardin.

Oobleck chuckled lightly as he watched Cardin get to his feet with his hands balled up into fists. "Mr. Winchester! Please take your seat." He said as he gestured for the boy to sit back down at his desk. He saw Jean laughing at Cardin's misfortune and decided to punish them both. "You and Ms. Arc can see me after class for additional readings." He finished as he took a sip.

Jean sighed in defeat as she looked down at her desk.

"Now! Moving on!" Oobleck shouted as he sped off, away from Jean's desk.

Hallway Outside the classroom

Ren, Nora and Pyrrhus walked out of the class with a bored look on their face's as Pyrrhus turned to the others. "You go on ahead. I'll wait for Jean." He said as he turned to look back into the classroom.

Oobleck took a sip of his coffee as he looked to the two students before him. "You two have been struggling in my class since day one. Now, I don't know if it's lack of interest or just your stubborn nature, but what ever it is-" He paused as he took a sip from his mug. "It stops now." He finished as he placed the mug on his desk.

"You've worked hard to be accepted to this school, and we only accept the best of the best! So! I expect you to act like it. History is important gentlemen, if you can't learn from it... You are destined to repeat it. Pages 51 to 91! I want an essay on my desk by next class! Now, run along." He finished as he darted out of the class in a blur.

Pyrrhus watched as the professor sped past him and turned to see Jean walking out behind him. Jean turned to her, only to be shoved to the ground by Cardin.

"Heh." He said as he turned and walked away from the two.

Pyrrhus helped Jean to her feet and looked into her eyes with a serious face. "You know, I really will break his legs." He stated.

Jean sighed sadly as Pyrrhus scanned her face for some kind of opening.

Suddenly Pyrrhus's face lit up as he grinned. "I have an idea!" He shouted as he grabbed Jean by the hand. "Follow me!" he finished as he dragged a panicking Jean off down the hall.

Rooftop

Jean and Pyrrhus walked out onto the balcony that overlooked the campus courtyard. The sky was dark as the sun had set while they were at their classes, and they could hear crickets chirping in the distance.

They walked to the edge and Pyrrhus looked out at Beacon Tower with a smile.

"Pyrrhus, I know I'm going through a hard time right now, but I'm not... THAT depressed." Jean said as she looked down over the edge of the roof. "I can always work for my parents or something..."

Pyrrhus gave her a confused look before he caught the meaning behind it. "NO!" He shouted as he dragged her away from the ledge. Once they were a comfortable distance from the edge, Pyrrhus turned back to Jean. "That's not why I brought you here!" He stated. "Jean, I know your having a difficult time in class, and that your still not the strongest of fighters, so..." He said as he took a breath. "I want to help you!" He declared, neither of the two noticing the third presence that was listening to them.

"W-what?" Jean asked as she looked at her partner.

"We can train up here, after classes where no one can bother us!" He stated.

Jean looked slightly hurt as she placed a hand on the back of her head. "You think I need help?" She asked.

Pyrrhus nodded. "Everyone need's help from time to time." He stated confidently. "But that's not what I meant." He finished.

"But you just said it." She pointed out.

"I also said that everyone need help every now and then." He stated. "It doesn't make you any different from the rest of us." He finished as Jean turned away from him. "You made it to Beacon! That speaks volumes of what your capable of!"

"Your wrong..." She said. "I-I don't belong here." She finished with a sigh.

Pyrrhus frowned. "That's a terrible thing to say! Of course you do!" He challenged.

Jean spun around to face him with a frown. "No! I don't!" She shouted. Pyrrhus gave her a confused look as she continued. "I wasn't really accepted into Beacon."

"Wh-what do you mean?" Pyrrhus asked as he stepped forward and placed a hand on her shoulder.

Jean shook his hand off and started to tell her story. "I mean I didn't go to Combat School, I didn't pass any test! I didn't earn my spot in this academy!" She declared as she sun around to face Pyrrhus. "I lied! I got my hands on some fake transcripts and I lied!" She finished.

"What? But, why?" He asked as he stared at her in shock.

"Cause this is what I always wanted to be!" She shouted. "My father, my grandfather, and his father before him were all heroes! My older Brother is a Hunter now! At this very moment, he is running around some swamp in Minstral tracking Grimm with his partner from Atlas!" She said as she looked Pyrrhus in the eyes. "They're all heroes! And I wanted to be one to... I was just never good enough." She said sadly.

Pyrrhus placed a hand on her shoulder and turned her to face him. "The let me help you." He said softly.

An annoyed look crossed Jean's face as she turned to look at Pyrrhus. "I don't want help! I don't want to be the damsel in distress! I want to be the hero!" She shouted.

Pyrrhus looked hurt as he attempted to speak. "Jean, I-"

Jean interrupted him as she continued to rant. "I am tired of being the lovable idiot, stuck in the tree while her friends fight for their lives! Don't you understand!?" She shouted. "If I can't do this on my own... The what good am I?" She asked.

Pyrrhus moved to place his hand on her shoulder again, but she withdrew and moved away from him.

"Just, leave me alone..." She said as she turned her back to him. "Okay?"

Pyrrhus frowned and let his arms drop to his sides. "If that's what you think is best..." He said as he turned and began to walk away.

Jean frowned as she watched Pyrrhus walk into the building and moved to follow, when she heard an annoying laugh from behind her.

"Oh Jean..." Cardin said as he pulled himself up onto the roof.

"Cardin!" She said, a mixture of shock and surprise crossing her face.

He had a smug grin as he looked over at the smaller girl. "I couldn't help but overhear you two from my dorm room. So... You snuck into Beacon, huh? I gotta say Jean, I never expected you to be such a rebel." He said as he crossed his arms over his chest.

Jean couldn't tell if Cardin was mocking her or complementing her, but she decided to play it safe. "Please! Cardin, please! Don't tell anyone." Jean begged.

Cardin chuckled. "Jean! Come on! I'd never rat out a friend like that!" He stated as he circled around the girl.

"Uh, a friend?" Jean asked warily.

Carding grabbed the girl and put her in a headlock. "Of course! We're friends now Jeanie. And the way I see it, as long as your there for me when I need it, we'll be friends for a long time!" Cardin released Jean, causing her to fall to the ground, gasping for air. "That being said... I really don't have time to do those extra readings that Dr. Oobleck gave us today. Think you could take care of that for me, buddy?" Cardin asked as he messed up Jean's hair.

Cardin stood with the smug grin still fresh on his face. "That's what I thought. Don't worry Jean, your secrets safe with me." Cardin said with a chuckle as he climbed back down to his window.

Jean frowned as she placed a hand on her neck where Cardin had just been holding her. 'What did I get myself into...' Jean wondered to herself as she sadly got to her feet and walked towards the door, unaware of the security camera that had been watching them since the start.

Ozpin's Office

"Of all the dishonest, rude and untrustworthy!" Glynda shouted as she and Ozpin watched the exchange between Jean and Pyrrhus. "I'm making arrangements right now for Jean Arc to be sent home!" She stated as she pulled out her scroll.

Ozpin took a sip from his mug and used his cane to knock Glynda's scroll into the air. He caught it and close it before she could say anything.

"Professor! She cheated her way into this school! She is endangering herself and her team by not having the proper training or experience to combat Grimm! Her mother assured me that she was ready!" She shouted as she reached for her scroll, only for Ozpin to place it in his desk.

"I seem to recall another such student who was admitted using a fake transcript several years ago. And she turned out just fine." Ozpin said as he looked towards Glynda.

She pushed her glasses back up to her eyes and glared back at him. "My transcripts were fake because of my past! My skills and experience had me more than ready for the challenges that this school offered! But Ms. Arc! She's never even been to combat school! She is not ready for this level of combat!" She said as she pointed to Jean, who was now in Cardin's headlock.

Ozpin raised an eyebrow. "Your transcript was fake?" He asked.

Glynda froze. "You didn't already know?" She asked without turning to him.

Ozpin chuckled. "I suppose I should have known by now. It matters not anymore, no, I was referring to Ms. Rose's mother, Summer." He said as he watched Cardin climbed back into his dorm.

Glynda looked at the screen as she saw Jean walk into the building. "Are you suggesting that we do nothing about her?" Glynda asked as she looked to Ozpin.

He cupped his hands together and placed them at his chin. "I did not appoint Ms. Arc to Leader based on her combat abilities. I see great potential in her as a strategist." He said as he looked towards Glynda. "If she has not improved by second semester, I will have her expelled. Until then, I want to wait and see if she can become what I believe she can be." He finished as he took a sip from his mug.

Glynda sighed as she watched the screen to see if anything else would happen. She raised her eyebrow and glanced to Ozpin. "What do you have in that mug anyway?" She asked.

Ozpin smiled and wiggled his eyebrows. "You'll never know." He said with a chuckle.

JNPR Dorm

Pyrrhus was looking out the window at the shattered moon with a saddened expression on his face, while Ren was polishing Storm Flower, and Nora was jumping on her bed. It had been a couple of days since Jean's talk with Pyrrhus on the roof, and she had been around for team activities less and less.

"How come Jean get's home so late?" Nora asked as she bounced.

"She's become rather scarce since she started fraternizing with CRDL." Ren added.

Nora frowned. "That's weird. Doesn't she know we have a field trip tomorrow? We need our rest!" She shouted as she did a flip and landed on her back, atop her bed.

Pyrrhus frowned as he stared out the window. "I'm sure our leader know's exactly what she's doing." He said with an annoyed tone.

Nora and Ren shared a look before Nora sighed. "I guess so..." She said sadly, none of the three noticing Jean closing the door to their dorm.

She sighed as she heard the door click.

"Hey Jean." Jean spun around with surprise as she heard someone greet her. Standing before her, was Ruby.

"H-hey Ruby." She said as she looked to the smaller leader.

"Long time no see. Did you lock yourself out again?" She asked as she looked past her to the closed door.

"Oh! N-no, see?" She said as she held her scroll out in front of her.

Ruby tilted her head to the side. "So, where have you been lately?" She asked.

"Oh... I uh..." She started before she let out a sigh and looked to Ruby. "I messed up. I did something I shouldn't have, and now Cardin's got me on a leash, and Pyrrhus won't even talk to me... I'm starting to think coming to this school was a bad idea." She said sadly as she slid down the wall to the floor. "I'm a failure." She finished.

"Nope."

"Nope?" Jean asked as she looked up to Ruby.

"Nope." Ruby stated again. "Your a leader now, Jean. Your not allowed to be a failure." She finished as she looked down to her friend with a smile.

"But... What if I'm a failure at being a leader?" She asked.

Ruby paused and scrunched her face up as she thought. "Mmm... Nope." She stated again.

Jean laughed lightly as she watched Ruby sit beside her. "You know, you're not exactly the easiest person to talk to about this kind of stuff." She said.

"Nope." She said as she turned to look at Jean. "Jean, maybe you were a failure when you were a kid." Jean sighed as she continued. "And you might have even been a failure on the day we first met!" Jean sighed louder as she slid farther down the wall. "But you can't be a failure now. You know why?" She asked.

Jean searched for the correct reason. "Uhh... Because-" But she was cut off by Ruby.

"Because it's not just about you anymore! You've got a team now Jean. We both do! And if we fail, we'll just be bringing them down with us. We have to put our teammates first..." She started as she stood and placed her hands on her hips. "And ourselves second. Your team deserves a great leader Jean. And I think that can be you." Ruby said as she opened the door to her dorm. "Have a good night Jean." She said as she closed the door to her room.

Jean got to her feet and turned to enter her room, when her scroll began to buzz. She pulled it out to see that it was Cardin calling her.

"Hey! It's your buddy Cardin. I know your probably busy with that dust project I gave you, buuut I'm going to need you to go out and get me a bag of Rapier Wasps." Jean let out a sound of surprise at the boys request to find him a bag of the deadliest insect on Remnant. "And make sure they've got some reaaally big stingers! It's important, so don't screw this up!" Cardin hung up his scroll and Jean sighed as she looked to her dorm door. She turned and walked down the hall to leave the building.

Forest of Forever Fall

Glynda was escorting the teams of first year students through the forest to the location where they would be draining the sap that they had been tasked with retrieving.

"Yes students, the Forest of Forever Fall is indeed beautiful. But we are not here to sight-see! Professor Peaches asked all of you to collect samples from the tree's deep inside this forest." Glynda said as she lead the students through the bushes. "Myself, along with Professor's Port, and Thorne are here to make sure none of you die while doing so."

Pyrrhus raised his hand.

"Yes, Pyrrhus?" Glynda called.

"Where are Professor's Port and Thorne? I don't see them here with us." He asked as he looked towards the elder Huntress.

"They are in the forest dispatching as many Grimm as they can to keep them away from us. Apparently Port challenged Thorne to a contest, so I wouldn't expect to see them unless a Grimm gets too close." Glynda said with mild annoyance in her tone.

"Now then, each of you is to gather one jar's worth of red sap. However, despite the combined efforts of both Professor Port and Professor Thorne, this forest is still filled with the creatures of Grimm, so be sure to stay by your teammates. We will rendezvous at this location at four o'clock. Have fun." She finished as she walked off towards a tree.

Jean moved to go with her team, but Cardin caught her by her shoulder. "Come on, buddy! Let's go." He said as he turned and began to walk off with his team. Jean looked to her team sadly, then followed team CRDL off into the forest.

Pyrrhus sighed and rolled his eyes before following Ren and Nora.

An Hour Passes

Team CRDL sat in a circle in a clearing enjoying a snack as they relaxed. Not long after, Jean came into the clearing with six jars of red sap. She dropped the jars on the ground and collapsed.

Cardin grinned as he looked to the poor girl. "Great work Jeanie. Now that wasn't so hard, was it?" He asked as he and his team took their jars.

Jean was dizzy as she lay on the ground before him. "I think I'm allergic to this stuff..." She said sadly.

Cardin ignored the girl's statement and began to speak. "Great, great, great. So, Jean. I bet your asking yourself, 'Why did my buddy Cardin ask me to get six jars of tree sap, when there's only five of us.'"

Jean nodded on the ground. "That is, one of the many questions I've asked myself today, yes." She said as she sat up.

Cardin grinned. "Well, come with me, and I'll show you why." Cardin said cryptically.

Jean groaned in despair as she followed the others to a cliff overlooking the tree's that his and Ruby's teams were harvesting sap from.

Jean turned to Cardin with a questioning stare. "Cardin, what's going on?" She asked.

Cardin scowled as he glared down at Pyrrhus. "Payback." He stated simply.

Jean followed Cardin's glare to is target. "Pyrrhus?" She asked as she watched her partner use Milo to cut into the tree to collect the sap.

"That's the guy! Red-haired know-it-all, thinks he's so smart! Alright boys." Cardin said as he pulled a buzzing box out from behind himself. "Last night ol' Jean here managed to round up an entire box of Rapier Wasps. And now, were gonna put em to work." He finished as Russel patted Jean on the back.

Jean laughed nervously as Cardin continued his speech.

"Now, according to the essay she wrote me for last week, these nasty things looove sweets. I'm thinking it's time we teach him, a thing or two." Cardin finished as he pulled Jean to her feet and thrust a jar of sap into her arms. "And you're gonna do it."

Jean looked up to Cardin in confusion. "Do what?" She asked.

Cardin pointed to Pyrrhus. "Hit him with the sap. Either that, or I'll have a chat with Goodwitch, and you'll be on the first airship out of Beacon." He threatened.

Jean looked down to the jar in her hands, then down to Pyrrhus bellow the cliff. She raised her arm to throw it, but hesitated. Finally making her decision, she lowered her arm.

"No."

Cardin glared at Jean. "What did you say?" He asked as he stepped forward.

"I said..." Jean started as she spun around and threw the jar at Cardin. "NO!" She finished as the sap crashed into Cardin's armor. Jean reeled back once she realized what she had done.

Cardin and his team stared down at his chest where the red sap was now covering his armor. He closed his eyes and smiled. "Oh-ho-ho, You've done it now." He growled as his team grabbed Jean by the shoulders.

Jean was thrown to the ground ahead of Cardin. He glare down at her and lifted her by her chest-plate, before punching her back down to the ground. "You know that wasn't very smart Jeanie... I'm going to make sure they send you back to mommy, in teeny, tiny, pieces." Cardin ground out as he lifted her off the ground.

Jean groaned slightly as she looked at Cardin's face. "I don't care what you do to me. But your not messing with my team." She said.

Cardin's glare intensified. "What, you think talk like that makes you tough? You think your some big strong Huntress now?" Cardin demanded as he lifted her farther off the ground.

Jean knew what was coming next, so she figured, why not push it. Jean smiled happily as Cardin glared up at her.

Cardin snarled as he brought his fist back. He threw his fist forward as hard as he could, and was met with a bright white light. When the light died down, Cardin released Jean and grabbed his fist with a roar of pain. Jean looked down and saw that she had healed herself and had a thin layer of light on her body that quickly dispersed.

She was kicked forward by Sky and glared up at Cardin. He had a smug grin on his face as he returned her glare. "Let's see what your really made of now Jean." He said.

There was a loud growl behind the group, and CRDL and Jean turned to see a massive Ursa Major crash into the clearing. The giant Grimm growled at the five before it as it slowly advanced towards them. CRDL and Jean slowly began to step backwards.

The Ursa Major stopped just before the group and stood on it's hind legs, sniffing the air. It glared down at Cardin and let out a viscous roar.

"That's a big Ursa!" Dove shouted as he and the rest of team CRDL turned and ran, leaving Jean and Cardin to fend for themselves. Cardin brought his arms up to defend himself, only to be swatted aside by the Ursa's paw.

Jean shook in terror as she starred up at the Grimm before her, until it turned and ignored her, in favor of chasing Cardin and the sweet scent of sap. Jean got to her feet and watched as the Ursa stood over Cardin. He drew his mace to fight it, only to be disarmed moments later. His mace bounce onto the ground in front of Jean.

The Ursa let out a roar, loud enough to be heard at the bottom of the cliff where RWBY and the rest of JNPR had gathered. Ruby's ear twitched as she looked to the sky. "Did you guys hear that?" She asked as Sky, Dove and Russel ran past them screaming about an Ursa.

Yang caught Russel by the scruff of his shirt, and lifted him into the air. "Where?" She demanded.

"Back there! It's got Cardin!" He said in a panic.

Pyrrhus dropped his jar of sap in a panic as he sprinted off towards where the three had come running from. Ruby turned to the rest of the people present. "Winston, come with us, the rest of you, go get one of the professors!" She said as She and Winston took off after Pyrrhus.

Cardin had gotten to his feet and attempted to escape by turning and running towards the tree's, but was met with failure, as the Ursa jumped ahead of him and knocked him back. The Ursa stood on it's hind legs and walked towards Cardin as he tried to escape.

Winston, Ruby and Pyrrhus arrived just as the Ursa Major took a swing at Cardin, only to be met with Crocea Mors. Jean had jumped between Cardin and the Ursa, and was attempting to hold back it's paw. The Grimm's brute strength was starting to prevail when Winston got into a combat stance.

"Wait!" Pyrrhus said as he placed a hand in front of Winston.

With a mighty push, Jean managed to throw the Ursa's paw off of her shield, and took a swing at the beast, slashing it across the chest. The Grimm recovered moments later, and slammed it's paw into the ground where Jean had been standing only a split second before.

Jean had managed to roll out of the way of the attack, then jumped to avoid the same claw being dragged through the grass towards her. While in the air, the Ursa used it's other paw to knock her to the ground beside Cardin. Jean quickly got back to her feet and charged the Ursa, being met with a similar situation as she was sent tumbling across the clearing.

Jean got back to her feet and looked to see her Aura in the red. She looked ahead of her and saw the Ursa run up to her and stop just out of range of her sword. It let out a mighty roar as it charged Jean, who in turn, charged right back. As they closed ranks, Jean attempted to stab with her sword, forgoing the shield, only to feel her shield arm raise up to deflect the downward strike from the Ursa.

With the massive Grimm staggered from it's failed attack, Jean took her chance and swung in an arc above her head, cutting the head clean off the Ursa.

Ruby turned to see Pyrrhus with his hand extended, a black haze surrounding it. "Uh... What?" She asked.

Winston raised an eyebrow as he turned to Pyrrhus. "How did you?" He asked.

Pyrrhus smiled. "Well, you have your Glyphs, Ruby has her speed, my Semblance, is Polarity." He said as he looked to Jean.

Ruby's eyes widened as she looked to the spartan. "Oh... You can control poles..." She mumbled.

Winston face-palmed as he turned to Ruby. "No you dunce! It means he has control over magnetism!" He stated.

"That's cool too..." Ruby mumbled again as she looked away.

Pyrrhus turned to leave, only to be met with confusion.

"Wait, where are you going?" Winston asked.

"Yeah, we gotta tell them what happened!" Ruby said as she pointed to Jean and Cardin.

Pyrrhus continued to smile as he spoke. "We could... Or perhaps we could just keep it as out little secret." He said as he watched Jean sheath her sword and walk over to Cardin.

Jean held her hand out to Cardin to help him to his feet. "Holy crap, Jean?" Cardin said as he looked down at her.

Jean leaned in and looked him right in the eyes. "Don't ever mess with my team, my friends... Ever again." She threatened as she glared at him. "Got it?" She asked.

As Jean turned to leave, she heard another rumbling, and turned to see Port and a massive suit of black armor crash through the trees.

"Blast!" Port shouted as they eye'd the Ursa Jean had killed.

"Aw man! I've been chasing that thing for ten minutes!" The man in the suit of armor groaned. The Suit itself was close to ten feet tall, and heavily resembled what you would think a tank would look like if it stood up. The armor was extremely bulky, and had a sickly green trimming to mirror the dark armor. The helmet of the suit was fashioned to look like that of a knight's helm, and the suit had a dark chain cloak the dangled from it's shoulders. On each hand were four long claws that protruded from the knuckle.

Port scanned the surroundings and saw Jean starring at them in shock. He waved to her. "AH! Ms. Arc! Did you fell this great beast?" He asked as he and the man in the armor lumbered towards her.

Jean nodded.

"Excellent work young lady!" Port said as he clapped her on the back. "This will be a great story to tell others one day I imagine!" He said with a smile

The man in the armor looked over the decaying Ursa, before turning to Jean. "A clean cut. Impressive. Your going to be a dangerous Huntress one day." He said as he gave Jean a thumbs up.

"Now then." He said as he looked down to Port. "I believe the score is still tied at 78 kills each." He said as he cracked his knuckles.

Port grinned and hoisted his battle axe into the air. "Indeed! We have only but a half an hour to see who is the better Huntsman!" He shouted as the two ran off into the woods again.

Jean watched them leave with a stunned look on her face, before she turned and walked towards the cliff where her friends were.

Beacon Roof top

Jean stood on the edge of the roof, looking out at the campus before her. She failed to notice Pyrrhus walk up behind her. "No Cardin tonight? I thought you two were best buds." He said as he crossed his arms over his chest.

Jean turned to him with a frown. "Pyrrhus, I'm sorry..." She said. "I was a jerk, you were only trying to be nice and, I-I had all this stupid stuff in my head about pride-" She was cut off by Pyrrhus.

"Jean! It's okay." He said as he looked into her eyes with a smile. "Your team really misses it's leader, you know." He finished as he turned and began to walk to the door. "You should come down. Ren made Pancakes~" He said as he opened the door. "No syrup though, you can thank Nora for that."

"Wait!" Jean called, causing Pyrrhus to turn towards her with a raised eyebrow. She sighed as she started talking. "I know I don't deserve it after all that happened, but... Would you still be willing to help me?" She asked. "To help me become a better fighter!" She finished.

Pyrrhus scratched his chin with a grin. He walked towards Jean and gave her a shove when he got close.

"Hey!" She shouted as she hit the ground.

"Your stance is all wrong. You need to be wider, and lower to the ground." Pyrrhus said as he offered out a hand to help Jean up. When she got to her feet, Pyrrhus smiled down at her. "Let's try that again!" He said.