I do not own RWBY, it belongs to Rooster Teeth. I do own the Original Characters though.

I present, my fourth story! Man, I'm feeling good about this one. The idea for it came to me after looking up several Grimmified RWBY characters and reading several fanfics about Grimmed up characters. And I was like, "there aren't nearly enough of these as there should be!" So after many months of thinking it over in my head, I got out my laptop and started writing. Hope you enjoy the prologue!


Grimm Heir

Prologue: A Plucked Rose

'Almost there. We're almost there, Ruby.' This was the thought that repeated over and over again inside the mind of exhausted five-year-old Yang Xiao Long as she pulled the red wagon carrying her sleeping sister along the worn-out path.

Yang had snuck out after their father left the house on an errand, leaving the two young girls alone.

But the previous night, Yang found something. A map, leading somewhere deep in the woods of Patch. And on the back of that map was a note.

A note written by Yang's mother, her birth mother.

Yang had learned of her existence just a few weeks ago from her dad. He didn't say much other than she had been on a team with him, their new mom, and uncle Qrow, and that she left Yang with him right after she was born. No one had seen her since.

Dad found someone else, though. Someone gentle and caring, who loved them both very much. She read Yang bedtime stories, baked amazing cookies, fought giant monsters, and even gave Yang a baby sister. She was the superest mom of all time.

Summer Rose…

But just like her own mother, Summer was now gone. Only this time, Yang knew what happened. She took a job to fight monsters far away and didn't come back. Even a little girl like Yang could figure out what happened. Her dad was still affected by it, barely eating, rarely sleeping, and until recently, never leaving the house. Her sister Ruby didn't seem to understand, she kept asking where her mom was and when she would be coming home.

Their father couldn't bring himself to explain what happened to her mother, only telling her that she was never coming back. Since then, Ruby slept with Yang for both comfort, and on the childish notion that she might disappear too.

Seeing her little sister so sad made Yang double her efforts to discover more about her mother, not just for herself, but for Ruby and dad too.

They could never replace Summer, not in a million years. But if this map lead them to who Yang hoped it would, she might find someone to help patch her family back up.

Hours had passed since Yang left the house. Her legs were cold and sore, bruises and cuts covered her small body, and her breathes was labored and heavy. But she had to go on.

Ruby mumbled and turned in the wagon behind her, but otherwise stayed asleep. Yang could have left Ruby at the house, but she justified bringing her with wanting her to be there when they found her first mom.

Yang could already see it. They'd find her mom, she'd give Yang and Ruby a great big hug and take them back home where she'd make-up with dad and they would live happily ever after. The two little girls would have a mom again, Yang would know why she left her with dad, and dad wouldn't be sad and lonely anymore.

'We're gonna be a big happy family again, Ruby.' Though Yang as she continued to trek through the cold, miserable day. 'Just a little further.'

She pulled out the map to make sure they were still on the right path. They were. Satisfied, she shoved the piece of paper back into her light jacket. Yang hadn't dressed nearly as warmly as she should have and the harsh winter cold was making her pay for her negligence. Ruby was fine however, wrapped up warmly in the red cloak her mother made her just before leaving for her last job.

Yang wasn't letting the cold stop her from finding her mom. She had come too close to let something like bad weather stop her now.

Finally, after hours and hours of walking, they made it. They finally reached their destination.

It was an old barn, worn down and abandoned. Boards were missing, cobwebs decorated the empty windows, a shudder held in by single bolt swung limply in the breeze, and the barn doors were broken and cast to the side.

Yang felt a smile spread across her face as she stared at the decrepit building. She didn't care about the mind numbing cold, she didn't care that she might get in trouble for doing this, she didn't even care that her legs felt like they were about to give out. She had made it.

All she had to do now was go inside and find her mom. Then, everything would be good again.

'We're here, we're finally here! I can't wait to meet mom for the first time! I can't wait for Ruby to meet her! Everything's going to be oka-'

A terrible sound silenced the girl's mental cheer. A sound akin to an angry, ferocious animal, growling at an intruder encroaching on its territory.

Confusion and fear of the noise removed the smile on young Yang's face, and quickly replaced it with an expression of pure terror.

Five sets of red eyes, burning with inhuman hatred, flashed in the darkness of barn.

Yang couldn't move, she couldn't look away, she couldn't scream for help! Fear and exhaustion had rendered her helpless in the face of these monsters. She couldn't even muster the strength to utter a single whisper.

The eyes moved out from the darkness to reveal four bipedal wolf-creatures covered in black fur and bony plates. They stood taller than a man, even with their backs hunched. Their massive, spike-covered forearms sprouted long, fiendish claws, and their skull topped muzzles, decorated with exotic red markings, were filled with razor-like teeth. They growled and snarled at the girl, and seemed ready to pounce on her, when they just… froze.

The owner of the last pair of eyes was still cloaked in shadows, robbing Yang of any indication to what it looked like. The wolf-creatures looked back at the darkened entryway expectantly, as if waiting for some signal or command to be given.

Then, with terrifying slowness, the fifth figure revealed itself.

And Yang's lilac pupils shrunk with uncontrollable fear.

The figure was as tall as the wolves, and shared the same basic colors, but that was where the similarities ended. The figure did not look like a mythical beast torn from the pages of a horror story. It stood upright, like a man, but it clearly wasn't. And with each step it took closer to Yang, the more obvious it became.

In place of a face, there was a strange, white horned helmet, (reminiscent of a knight's), with a thin, barely visible, black line, (similar to something one would carve on a pumpkin), stretched across its mostly vacant face. Its horns were sharp and tall, reaching well over a foot above its head. The majority of its body was concealed by a large, heavy, black fur cloak that dragged across the ground, its gray trim collecting dirt as it went. What little could be seen beneath the cloak were bone-like plates, decorated with red details, positioned on its torso and legs like armor.

But it was its glowing eyes that captured Yang's attention the most. They were adorned with red markings similar to the ones on the wolves. Though these ones were more jagged and savage looking than any of the wolves' marks. A long diagonal gash was present over the left eye, but it did nothing more than amplify its already fearsome image. The eyes themselves were bright red, like embers, and they burned with such intensity, they rivaled fire itself. But they held something inside them, something the wolves' eyes lacked, something more than just hatred.

And when the monstrous figure stood not two feet from Yang, looking down at her like she was just an insignificant bug waiting to be crushed beneath its boot-heel, she knew without a doubt what it was that the monster's eyes held within them.


Whatever this thing was, it was powerful, very powerful. Yang felt like she was in the presence of a monster taken straight out of one of the many books Summer had read to her. The monsters that destroyed whole villages overnight, and took children back to their lairs to gobble them up for dinner. Only this time, Yang did not believe a hero was coming to their rescue.

It continued to glare at Yang, its red eyes boring into what were now terrified lilac pinpricks. It was like it was looking into her soul, judging her very being with its powerful gaze.

"mmmhmm… no Yang… my cookies…"

The monster's head snapped towards the wagon and Yang sucked in some much needed air, she didn't even realize she needed it. Its gaze was now fixed on two-year-old Ruby, moving passed Yang to stand next to the red wagon and look down at the completely ignorant toddler within.

Yang couldn't do anything but watch in horror as her baby sister was studied by the horned devil. Her fatigued body could barely stand up as it was, and her fear stricken refused to send any signals to her already worn out body.

'No, no, no, please not Ruby… not my baby sister.' Yang thought with dread, tears already filling the corners of her eyes as her young mind began the horrid process of predicted what it would do to her little sister. 'Please don't hurt Ruby.'

As if sensing her despair, the being looked back at Yang. The zig-zaggy line she had seen on its face had parted to reveal it was actually the monster's mouth. Though open barely an inch, it was clearly a mouth, and from this mouth came a strange noise. A coarse hiss-like growl, that sent chills down Yang's spine.

It returned its gaze to Ruby, ignoring the five-year-old completely. It suddenly bent down, and raised an armored claw-like hand out from under its cloak. It slowly brought its hand towards Ruby's face, sharpened finger extended. But instead of piercing Ruby's face with its sharp claw, it did something Yang didn't expect.

Turning its finger about, it brushed the back of it against Ruby's young, pale cheek, unintentionally making the toddler sigh happily.

Yang blinked in surprise at the tender action, but the surprise once more turned to abject horror as the monster gently reached in and picked Ruby up out of the wagon, and cradled her in one arm against its armored chest. Then it stood to leave.

'No, no, nononononono!' Yang thought as her legs finally caved and she sunk to her knees.

It looked back at Yang one last time, reacting to the sound of her knees hitting the hard ground, before turning away and heading into the woods with her little sister in its hands.

'Ruby…' Using what little strength she had, Yang reached her hand out in a vain attempt to stop the monster from taking her sister.

Her eyes shed streams of tears that flowed down her young face as her sister's kidnapper grew further and further away.

What had she done?

This was all her fault. If she had just left Ruby in her bed. If she hadn't been so stubborn to learn the truth. If she hadn't found that stupid map, none of this would have ever happened.

Once it was too far away to see, the wolves began growling and snarling again. Yang could hear them moving towards her, even as her body began to shut down from exhaustion.

But she didn't care.

Yang passed out to the sound of roaring monsters lunging at her.


Fourteen Years Later…

"… And then, I woke up in a hospital bed with my dad sitting next to me. Turns out, our uncle had showed up right after I passed out." Yang said with a shamed, depressed voice as she finished drawing a rough sketch of the Grimm's helmed face. "He searched the entire island, day after day for any sign of them, but he couldn't find a single trace of Ruby or the Grimm that took her… My stubbornness cost me my baby sister." She closed her eyes to stop the tears forming from that terrible memory.

"Yang… I'm sorry you had to go through that and I understand what you're trying to tell me, but this is different. I'm not a child, and this some search for answers! I-" Blake tried to reason, only for a frustrated Yang to interrupt.

"I told you, I'm not telling you to stop!" Yang gripped the chalkboard's edge tightly in agitation. "I haven't! To this day I still want to know what happened to my mother and why that… thing took Ruby. But I will never let either search control me. That's what cost me Ruby to begin with." She paused to take in a breath before continuing with a softer tone. "We're going to find the answers we're looking for. But if we destroy ourselves and the ones we care about in the process… then what good are?"

"You don't understand!" Blake yelled back angrily. "I'm the only one who can do this!"

Yang was fed up with this. She had tried to be calm with Blake, but the faunus girl refused to listen to her or what she was trying to tell her. With pent up frustration, Yang swiftly turns to face Blake, her lilac eyes now an angry shade of red. "No, you don't understand! If Roman Torchwick walked through that door, what would you do!?"

"I'd fight him!" Blake exclaimed, anger clear on her face as well.

"You'd lose!" Yang corrects, shoving Blake into the desk behind her. Only for her sleep deprived partner to retaliate with a weak punch to her arm.

"I can stop him!" Blake yelled, struggling not to let her fatigue take hold.

"You can't even stop me!" Yang yells back with another violent push, knocking Blake onto the desk table. The faunus glared at Yang with anger, frustration, and dismay. Only to have her expression turn to one of surprise when her blonde friend embraced her in a hug.

"I'm not asking you to stop." Yang spoke like she was on the verge of tears. "Just please… please, get some rest. I don't want to lose more people I care about."

The two stood like that for what felt like hours, until Blake finally returned the hug. "Okay." She says with reluctance.

"Thank you." Yang replies, squeezing Blake a bit tighter before letting the cat-faunus out of her grip. Her eyes had returned to their original hue. "Thank you."

With her objective completed, Yang made for the flight of stairs leading to the top row of seats and the exit-way. Once at the top of the stairs, she looked back at her partner, and smirked. "Don't think this means you can skip our on the dance though."

Blake cracked a smile of her own. "Of course not."

Yang turns away and heads back to their dorm to get her dress.

As she walks through the halls of Beacon, she looks out one of the windows to see the sun setting over the horizon. The sky was painted yellow, orange, pink, and red from the descending ball of light, casting the academy grounds in gold.

"One day, Ruby," Yang whispers as the sun continues to set. "One day, I'll find you."



'Such a frail thing you are.' Thought the humanoid Grimm as it looked down at the female Dustling sprite in its arms. 'Just a twist of your neck would end you.' The sprite simply nuzzled into its chest once more, unaware of the situation she was in, or that they were currently astride a great raven of Grimm heading back to the mainland.

Normally, it stayed within the confines of the massive continent, but after its confrontation several weeks back, it felt compelled to travel to that small spec of land it would have otherwise ignored. The risk in going was great, the island was in close proximity to one of the Dustlings' larger nests, and held a smaller nest of its own. Stealth was key to completing its goal.

Tracking down the White Cloak's home and eliminating any potential threat there.

The White Cloak Dustling had been the latest in a list of powerful adversaries the Grimm had fought and defeated over its long life. She had been strong, and very fast, but in the end she failed to slay the Grimm. The Dustling died, after hours of fighting. Her frail body could not compare with the unending stamina of the Grimm she faced.

But still, she left her mark on the Grimm. The scar across its eye was the first it had received in its life. And with that scar, came an epiphany.

This Grimm was old, very old. It had been alive since before the Dustlings first emerged from the Dust, for this Grimm was no ordinary Grimm.

It was the First, the creator and Overlord of all Grimm. Born from the first of the three fallen shards of the shattered moon, it was the first to walk the planet. The only one to walk it, until the second shard fell and beasts came into being, followed soon after by the third and final shard. The final shard that fractured and splintered as it sped down to the surface, becoming naught but Dust. And from this Dust, Dustlings came forth.

The Overlord despised the Dustlings when it first laid eyes on them, and quickly set about killing any it came upon. At first, it fought them alone, unaided, but then, after decades of fighting, it discovered something.

Using the negative emotions that poured out from the Dustlings and its own blood, it created the first of the Grimm. These monstrous creatures needed no food, water, or rest to perform their purpose. They were strong, fast, and driven by an insatiable desire to destroy anything related to the Dustlings, and when set loose upon its foe, they proved amazingly effective.

With the Overlord's vicious creations wiping out entire nests of Dustlings, their extinction was all but certain.

Then they found the crystals…

With the crystals in their possession the Dustlings began to push the Grimm back, reclaiming land lost and avenging their fallen dead. They celebrated their victory, and with the power of the crystal, constructed tools, nests, weapons and more.

But their victory came at an unknown cost. The amount of rage and anger expressed through their retaliation provided the Overlord with a vast amount of negativity, providing it with the means to construct more and more Grimm, which it quickly spread across the world.

That had been hundreds of thousands of years ago. Since then, the once many and mighty Dustling nests had been reduced to only four secure locations scattered across the four corners of the world, and they had turned their weapons on each other multiple times. They were stable now though, and while they no longer sent armies to fight the Grimm, they still had their accursed Hunters.

But the Overlord had not sat idly either as its enemies bickered amongst themselves. It kept creating new Grimm and learning more about its enemy. Keeping to the shadows, and dispatching any Dustlings unlucky or foolish enough to stumble upon it.

But the fight with the White Cloak Dustling, brought a serious question to the Overlord's mind.

What would happen if it were to die?

It was not affected by the sands of time as the Dustlings were, but its body was not immune to their weapons of war.

It could be killed. The scar on its eye was proof of that.

At first, it decided to prevent its death by killing any Dustling with great potential, especially the young sprites. But this proved both difficult and futile, as they were too many and too well guarded by the adult Dustlings.

It was this reasoning that brought it to the island. It had followed the scent of the White Cloak back to that island in hopes of finding others like her and killing them.

But it found something much more important…

When the Dustling sprite had appeared, the local hounds the Overlord had rallied to follow it were ready to pounce on her, but the Overlord stayed their claws.

It had felt something emanating from the sprite, something it could not immediately recognize. But when it approached the terrified Dustling, the Overlord discovered it was not this yellow-mane sprite from which the feeling came from, but from the red-cloaked sprite asleep in a wagon.

One look was all the Overlord needed to discern that this sleeping sprite was the progeny of White Cloak.

Its first instinct was to kill her, tear her body to pieces and feed them to the hounds before crushing the other sprite beneath its foot.

However, it stayed its hand when it finally came to realize what the feeling was of.


The sprite had a soul without any blemish or dark intent held within it. So unspoiled was the sprite, that the Overlord could at first only stare in awe, before looking back at the yellow sprite when it sensed the dread and fear rolling off her.

It was then that it hatched an idea. An idea that may provide the solution to its question.

The Overlord took the child from its resting place and carried it away, leaving the hounds to deal with the other sprite. Once on the shore of the island, it called for the great raven that it had rode to the island on and mounted the mighty Grimm once more.

It reached the mainland in under an hour, all the while the sprite remained asleep in the Overlord's clutches. Once it had landed, the great raven waited for its master to dismount before taking off into the sky. The Overlord was not concerned by the large gusts of wind the raven produced from its departure, as they only served to send its cape flapping. It was far too preoccupied with the sprite in its possession.

The sprite's pure soul, provided the Overlord with an opportunity that would come only once within a hundred years. For it was beyond natural for even Dustlings to possess such clean, untainted spirits. And though it viewed it as an abnormality that should not exist, the Overlord knew that these types of souls came with a price.

For it were pure souls like hers that were the easiest to corrupt.

It had seen it happen countless times with the Dustlings. Innocent sprites, carefree and ignorant of the cruel world they were born into that become brutal killers without mercy or compassion for their enemies, even if they are fellow Dustlings.

Like snow freshly fallen, they were easily fouled and dirtied by life's many hardships and cruel truths.

The Overlord had brought forth the first Grimm from its blood and the Dustlings' despair and hatred (however, once a type of Grimm was made it did not require the use of its blood to make any more of that kind). And though it created the lesser Grimm this way, it could not create one like itself using the same technique.

But upon seeing this sprite, the Overlord conceived an idea.

It would use its blood to corrupt and shape the sprite into something magnificent, something powerful, something that would guarantee the Grimm a future when its death finally came.

It would make this sprite its heir.

She would be neither Grimm, nor Dustling, but something greater than either. Possessing the strengths of both and the weaknesses of neither. She would become a ruthless and cunning creature, worthy to lead the Grimm against the Dustlings and their infernal creations.

The sprite began to stir in its arms.

Thinking quickly, the Overlord brings its free hand up to its mouth and bites down on the wrist until it could feel its blood dripping out. With its black blood flowing, it holds its bleeding wrist over the sprite's mouth just as she lets out a yawn.

She coughs and sputters as the tar-colored liquid enters her mouth and trickles down her throat. Her eyes open briefly to reveal silver irises before she squeezes them closed and clutches her stomach painfully.

'Let the blood of Grimm take hold upon your soul, young sprite.' The Overlord tells the sprite through the blood within her body as it places her on the ground. 'For it shall make you stronger.'

She wiggles and writhes as the blood spreads through her body, bringing fits of convulsion. Then she lets loose a banshee-like scream and arches her spine, the blood was now firmly cemented into her being, tainting her soul and removing any semblance of her past.

'Do not be afraid,' the Overlord comforts calmly, completely unfazed by the sprite's pained spasms. 'It will be over soon…'

The Overlord smiled as it felt the Dustling's soul and mind become completely engulfed by the black blood. It was no longer a Dustling now, it was a chimera of both Grimm and Dustling.

With the spirit and mind converted, the body could now be changed.

The child let loose another scream of suffering, one accompanied by the sound of changing bones and stretched muscles.

From the shoulder down, her arms grew longer and thicker, with small, bony stubs protruding along the forearms. Her hands and fingers morphed into claws that (while big for her size), were relatively small. And the skin covering her forelimbs darkened until it matched the Overlord's own oil-black hide.

The rest of her skin turned even paler than it already was, to the point of almost being white. Her open mouth revealed her incisors as they changed into sharp fangs, and the scream contorted into a wailing whimper similar to an injured beast.

Then the true distinction began to take shape.

Over the right side of her face, a bony mask began to form. It took shape around her right eye and the majority of her cheek, several empty tooth sockets along the top right of her mouth were the last to manifest before the masked ceased expanding. Then, red lines danced around the plate until they displayed a blooming rose around the eye.

With the final phase of the transformation complete, the not-sprite tensed its body one last time, then slumped to the ground and went very still.

At first, it seemed as if she was dead. Perhaps the shock had been too much for her small frame to bear. But then her chest slowly rose up and down as she took in large breathes of air through her nose.

It had worked.

'Arise, sprite of Dust and Grimm.' The Overlord commanded. 'Arise, and view the world anew.'

The child carefully stood up, clearly exhausted from the intense transformation. Her legs shook and her arms hung limply by her sides. She looked about the area, confused and disoriented, but otherwise fine. She then turned her head upwards to lock her eyes with the Overlord's own.

It had never seen such beautiful things in all its life.

Where there had once been the eyes of a Dustling, there was now something different. The whites had turned tar black, and the pupil had changed from a round, black dot, into a blood-red slit. The only part that remained the same was the iris, its silver color refused to change along with the rest of her body, but the Overlord did not care.

It had its heir.

She looked at it, her new eyes wide with awe and wonder. Then she smiled, revealing her new fangs.

In an act of affection the Overlord had not perceived, the not-sprite latched herself onto its leg and squeezed tightly. A content purr escaped her throat as she nuzzled the Overlord's leg.

At first, the Overlord was surprised. It had not expected the not-sprite to retain so much of its Dustling habits. It grew concerned. Would this make the heir soft and merciful towards the Dustlings? Would she regain her mind somehow and seek revenge against the Overlord?

It could not risk an enemy of both Grimm and Dustling. It raised its right hand high to strike the child. To kill her now would ensure she'd never grow to challeng-


The Overlord froze when the words entered its mind. Did the child just… communicate with it!? Such a thing was Impossible! The only one capable of speaking to other Grimm was the Overlord itself. But it was not the act alone that startled it.

It was the word.


It had heard young sprites say it countless times to their male progenitors, (along with dad, papa, and father). Terms of affection reserved only for them. The sprites were extremely loyal and obedient to these males, always following the demands and tasks given by the older males even if they disliked them. And the few who didn't obey were punished and forced to do what was demanded anyway.

Did the child believe it to be her 'daddy'?

This was completely unexpected. The Overlord had thought she would become only slightly smarter than the rest of the Grimm. Vicious and relentless, but still capable of learning and reasoning like itself. But instead, she was squeezing its leg with all the strength her exhausted body had, purring like a feline, and communicating through thoughts.

She suddenly looked up at it, her beautiful eyes transfixing the Overlord. There was so much affection in them, so much love and loyalty.

And there was also a desire to please… to prove her worthiness to it. To show it that she would do it proud and become the heir it required.

The Overlord slowly brought its raised hand down, and rested its armored palm on her head. It petted the child's head awkwardly; uncomfortable and unused to the action it had only seen performed by Dustlings. The child didn't seem to notice this and pushed her head into its hand, enjoying the affection.

Perhaps…perhaps this was better.

'Yes, little one. I am your father… your daddy.' The Overlord told the child as it pulled her off its leg and rested her on its hip. 'And you are my heir. Inheritor of all I have created.'

She looked at him with wide eyes, eyes filled with wonder and amazement. It doubted she understood all of what it said, but the meaning seemed very clear to her.

'You will do great things, little one… Great things.' She nuzzled into its side.

With those words, the Overlord took its heir further into the mainland, where it would begin her training as the next ruler of Grimm.

Author's Note: So, what do you think? This story might take a little longer to update later on, because I don't know what's going to happen in RWBY volume 3. But I'll cross that bridge when I get to it.

Also, I know in canon the humans came first, but I feel like the Grimm being there first is way cooler. The Grimm viewing the humans and faunus as interlopers and invaders on land that is theirs. Makes sense when you think about it.


Also, do to Ruby no longer being raised by humans, she will be given a name by the Overlord (P.S if you were having trouble envisioning the Overlord, its helmet kinda looks like the Juggernaut Grimm OC, only with a jack-O'-lantern mouth, and the body and armor look a lot like the Grimmking OC, but minus the head. Both can be found on Deviantart), what do you think Ruby's Grimm name should be? Leave it in a review or private message me if you have an idea.

Another thing, for a lot of the beginning chapters, it's gonna be focusing on Ruby growing up with a few important events thrown in here and there.

As always: Please fav, follow, and review! Thank You!

DeadRich18 Out!