One: Red Leaves Falling

"I can't remember the last time we were at war. You don't think it'll come to that, do you?"

"Who can say? Grimm attacks have been declining over the last decade, which means the kingdoms are growing complacent. I have it on good authority from General Ironwood that there's a growing state of discord within the Atlesian High Council."

"Unbelievable. Atlas has gone downhill ever since I left."

"Even so, we have to consider our students. I'm grateful that you accepted this position at Beacon. I know it's not nearly as glamorous as your work in the field, but—"

"It'll do just fine. Besides, I've been looking forward to working with the great and powerful Professor Ozpin."

"And I look forward to seeing you in action as well, Professor."

"Please… call me Mark."

Underneath the hazy autumn sky, four students wandered along the well-marked trail that wound through the bright crimson trees of Forever Fall. Far ahead of them were packs of other students, both human and Faunus, clad in myriad battle outfits and uniforms. Somewhere beyond the ambient chirps and rustling leaves was the haughty voice of their excursion leader, Glynda Goodwitch.

"…And please remember, everyone, that this territory is only seventy-five percent mapped out," the teacher was saying. She slapped her riding crop against her open palm to emphasize every other word. "Since we are no longer on school grounds, be on your guard for any creatures of Grimm and report any incidents to me as soon as they occur."

"Wowser." Max Caulfield knelt down beside a tree, letting her gray cloak pool around her legs. "This is some field trip."

"I know, right?" To her left, Warren Graham picked a few stray red leaves off his shoulder pauldrons. His motion caused the collapsing staff on his back to jiggle back and forth. "This is way better than what we got in Haven!"

"You mean way cooler or way more dangerous?"

Her teammate grinned. "Uh, both!"

Max rolled her eyes and removed a utility knife from her belt. Making a careful incision into the tree bark, she waited for the red sap to begin oozing out of the wound. Then she held up the glass jar she'd been given at the start of the trip and collected as much of the viscous fluid as she could get. After a while, Max had gotten enough sap that she could get her reflection in the murky red glass. What she saw was a very young and anxious girl looking back, another Huntress in training at the end of her first year. She lifted her free hand to rub at her eyes.

Beacon Academy was everything she'd hoped it would be. Leaps and bounds ahead of the stuffy little school she and her friends had attended back in the coastal village of Arcadia Bay. Every day in this part of Vale was an adventure.

And every day was exhausting. Max had to rely on teammates like Warren and Kate to rouse her from her slumber each morning before class. She usually spent half of lunchtime dozing on her partner's shoulder, which earned her the charming epithet "Sleeping Beauty" from bullies like Taylor and Victoria. But Max knew that the teasing and the nicknames didn't matter. What mattered was her Semblance: Time.

With such immense power at her fingertips, there had to be drawbacks somewhere, after all.

But ever since that day she left Arcadia Bay behind, Max had never regretted her power or her mission. She was here at Beacon for the same reason as everyone else: to protect the world.

That also meant protecting a certain young woman from getting too deep into trouble. And it was then that Max realized she hadn't heard from her partner in a while—

"Booyah!" Max and Warren turned to see a blue-haired demon leap out from behind one of the scarlet bushes. Warren stumbled back, saving himself from a fall with a timely use of his staff. Max, however, got to her feet with her now-full jar of sap.

"About time you showed up." Max shook her jar. "I told you I'd be done first."

"Yeah, but I'm having loads more fun than you dorks." Chloe Price stood a full head taller than Max and Warren, with short blue hair and a heavy black duster that flapped in the gentle forest breeze. She rested one hand on her hip and her other on the sleek blue weapon hanging at her side: a High-Velocity Sniper Spear by the name of Corvus Azure.

Nowhere on her person did Max see a full jar of red sap, which made her suspicious. She set down her jar and crossed her arms over her chest. "Any chance you could avoid hurting our group participation score this time?"

Chloe laughed. "Relax, sista! We're in good hands!"

Before Max could summon another retort, Chloe sidestepped and thrust her hand into the bush where she'd emerged. After digging around for a moment, there was a terrified squeak and Chloe yanked out another student from deep within the bush. The student in question was Kate Marsh, a terrified Faunus whose rabbit ears formed a delicate contrast to the chain mail shirt she wore. Red leaves had stuck themselves all across the front of her white tunic, which bore the shining gold cross that was her family's crest.

"C-Chloe!" Kate swallowed and presented her friend with a pair of jars, both filled to the brim with red sap. "I was just finishing up!"

"Knew I could count on you, Kate." Chloe let the girl drop back to her feet and took one of the jars, which she then presented to Max. "See, what I'd tell ya? All in good hands."

"That's not fair, and you know it." Max turned to Kate and put her hand on the girl's shoulder. "Hey, don't let her bully you around. She's supposed to know better."

"I know, Max." Kate smiled as one of her ears flopped down. "But it's fine, though. At least this way we're done faster, right?"

Max pursed her lips. "Sure, but we're supposed to be doing this for each other."

"We are," Chloe insisted. She mirrored Max's stance, right down to crossing her arms. "When the sap gets processed into syrup back on campus, I'm cooking everybody some hella amazing pancakes tonight!"

"You are such a dork." Max sighed and leaned against her nearby tree.

"And yet, you love me."

"And yet, I do."

From behind Max, Warren chuckled. "As entertaining as this is—and trust me, it is—we should probably rejoin the main group. I can't wait to hear what else Professor Goodwitch knows about this place!"

Chloe shook her head, still smiling, and opened her mouth for a snarky remark. Then her mouth stayed open. Her eyes locked onto something beyond Max's field of vision.

When Max turned around, all she caught was a glimpse of something darting away into the trees.

"No way," Chloe whispered. She pushed past Kate and stalked deeper into the woods, heading toward the still-rustling patch of leaves. "There's no way that's her!"

"Chloe?" Max glanced at her remaining teammates, who were equally mystified, and then followed Chloe in a light jog. "Chloe, wait up!"

By the time Team MCKW reached a spacious clearing deep in the woods, the red leaves were falling fast around them, swirling in strange patterns that didn't escape Max's eye. She came to a halt, her hand slipping to the round shield hanging off her back, Cervus Sonata. Her other hand tingled, as she felt her Aura charge up around her, forming a second shield over her entire body.

She was battle-ready. And if she knew her instincts well, then Chloe was in danger.


Chloe appeared from the other side of the clearing, her rifle switched to Compact Mode and slung over one shoulder. She glanced left and right. Her fingers tightened on the handle of her weapon as she dropped it to her chest. When she noticed Max and the others arriving, she scowled.

"I can't believe it's another wild Grimm chase!" she shouted, kicking at the ground and scattering some fallen leaves into the air. "I know it was her!"

"Who?" Max dropped her hand from the shield on her back. "Chloe, who'd you see?"


That was as far as she got. Chloe's reply was lost in the bone-chilling growl from behind. She froze for a second, then turned around to see something huge and black break free from the thicket of trees behind her. Its skull-white face and savage red eyes locked onto her, and with ferocious speed, the beast ducked low, avoiding her wild gunshot, before it reared up and swiped its massive paw straight at her.


Max watched as the Ursa's claws struck deep into Chloe's chest. She stood helpless as her friend went flying through the air, with thin crimson trails leaking out from her breast—

No, Max thought and lifted her hand into the air.

She met the Ursa's unblinking stare and focused all the power of her Semblance on it.

Time froze. Kate and Warren stood motionless, locked in mid-cry with their weapons drawn. Chloe's ravaged body hung in the air over Max's head. The Ursa stood on its hind legs, regarding Max as its next victim.

Red leaves hung suspended in the air around them.

And then time flowed backward.

Chloe landed back on her feet as the Ursa's claws removed themselves from her chest. The creature's head rose. Chloe's gun backfired, restoring the shot she'd made in a panic while the creature of Grimm slid back into the shadowy woods. Chloe froze and spun around with the grace of a ballerina toward Max, her weapon once more casually positioned across her chest.

As the pressure built up inside her head, Max dropped her hand to her side.

And time fell back in its natural order.

"…I can't believe it's another wild Grimm chase!" Chloe was saying. Her boot struck the ground again, kicking up a small storm of leaves. "I know it was her!"

"Chloe!" Max pointed straight at the trees behind her friend. "One-eighty degrees! Now!"

Chloe didn't even hesitate. Before she could answer, her weapon had slid itself into a ready position as she stepped forward, spun around toward the growing black shape that came charging through the forest, and dropped to one knee.

"Bang," whispered Chloe. Her finger squeezed the trigger.

Golden fire sprayed out from the barrel, catching the Ursa in the face the moment it appeared. Howling in agony, the creature stumbled forward. Chloe rose to her feet and sidestepped, avoiding an impact as the beast sprawled itself in the middle of the clearing.

With a flick of her wrist, she snapped Corvus Azure to the left. Her rifle snapped itself into three moving parts, becoming a spear almost twice her height. Chloe glanced over her shoulder at Max, winked, and spun around to deliver the spearhead straight into the back of the Ursa's neck. The creature grunted and went still, as the red light faded from its eyes.

"Whew!" Chloe retracted her spear back into its rifle mode and slid it over her shoulder again. "That was close! Good call, Max—"

Max didn't let her finish that sentence. She interrupted with a side hug that almost threw Chloe off-balance.

"Oh, you're alive!" Max closed her eyes and smiled. "Oh, thank goodness!"

"Uhh, yeah, thanks to you." Chloe blinked. "Wait, hold on a second. How bad did that Ursa mess me up before?"

"Chloe!" Kate sprang forward, adding herself to the hug. "That was amazing!"

"Yeah, it was!" Warren came over and gave Max a slap on the shoulder. "You girls sure know how to take down a Grimm like nobody's business!"

Something else rustled from outside the clearing, grabbing the whole team's attention. Everyone turned to see Glynda Goodwitch striding out from the woods, with a pair of older students trailing after her. She pushed her glasses up to the brim of her nose and brandished her riding crop toward Max and Chloe.

"Ladies," she began. Then, turning to look at Warren, she nodded and added, "And gentleman. I thought I made it clear that we would be reporting all Grimm attacks to me at once. Not at our… convenience."

Maz rubbed the back of her head. "I'm sorry, Professor. We would have told you if not for the fact that the Ursa was already upon us."

"Yeah, I mean, do you see the size of this thing?" Chloe waved her hands over the fallen beast. "We could eat for days on this sucker!"

Glynda held her stare on Chloe a little too long, which made the blue-haired girl avert her eyes and back down. Then she refocused on Max and nodded. "As much as I want to reprimand you for leaving the trail and the group behind, your skills are sharp enough that you handled yourselves well. Now, then, let's rejoin the others before it gets dark."

Kate and Warren immediately fell into step behind the Huntress as she left the clearing. Max waited for Chloe to join her only a few paces behind. When she did, Max pulled up her hood and motioned for Chloe to lean down.

"I won't tell her why we left," Max stage-whispered, "but you've gotta tell me what you saw back there."

"Rachel Amber." Chloe's voice came out in a strained murmur. "I could've sworn I saw her, Max. And I know she's out there somewhere."

Hearing that name sent a chill down Max's spine. She pressed herself against Chloe for warmth and a small sense of security. "I'm sorry about what happened. I know you two were close back in Arcadia Bay, but—"

"I don't believe the reports," Chloe hissed. "Ozpin might be a great Huntsman and all, but there's no way that Rachel died in the first-day exercises. She was the only casualty in a school that features bullies and weaklings like Winchester and Prescott. How do you explain that, Max?"

Max didn't have an answer for her. She'd thought it over many times herself, especially in the months after Team MCKW had been formed.

But she'd stay vigilant nonetheless. For Chloe's sake.

"Come on," said Max, linking arms with her partner. "Let's keep moving. We'll figure it out back at school."

The ride back to campus was uneventful—something that Max appreciated. She leaned against Chloe during the trip back on the airship, watching her chest rise and fall with each breath. It was all too easy for her to imagine the poor girl flying through the air with fresh blood escaping through fresh claw marks—

Stop it. Max closed her eyes and counted backwards from three. When her nerves had settled again, she opened her eyes and looked over at Kate, who'd fallen asleep against Warren, who himself was pestering one of the other students with a load of trivia about Forever Falls.

This was her team. Team MCKW, named for the brightly colored birds over in Menagerie. They weren't as glamorous as some of the other student groups, like Team CFVY or Team RWBY, but they were establishing themselves in their first year at Beacon Academy as a force to be reckoned with. When it came to their performance in the training halls, they were tough to beat.

Which reminded Max that she needed to get back to her studies as soon as they returned to their dorms. She'd been putting off a load of homework in preparation for the field trip. Fortunately, that meant she could use her Semblance to rewind time in short segments late into the night. With a wave of her hand, Max had all the time she needed for every reading assignment and essay. Granted, it wasn't the most honest of academic practices, but it got results.

And more importantly, her practice got Max and Chloe into Beacon.

"Hey, we're landing!"

Warren's voice stirred Max out of her pensive mode. She sat upright, earning a quiet chuckle from Chloe. As the latter put her arm around Max, she let out a tiny sigh. "Home sweet home."

Glynda Goodwitch was, of course, the first one to leave the airship, with the entire student group trailing close behind her. Everyone more or less scattered apart into their respective teams once they reached the eastern pavilion of Beacon Academy, where the long shadow of the school's famous clock tower stretched over the entire outdoor area. Under such lighting, individual details faded, leaving only a mass of silhouettes roaming in groups of four.

Max found herself admiring the fading contrast between light and shadow on the pavments. If not for the homework she had to finsh, she'd be running to grab her camera and snap a few photos for her collection. She took some small measure of pride in being—she hoped—one of the few Huntresses in the world who was also an amateur photographer.

Still lost in her thoughts, Max bumped into Chloe's back. The other girl laughed and planted her hands on her hips.

"Well, well!" Chloe waved toward the other end of the pavilion. "Look what the fire ferrets dragged in!"

"Wassup, guys!" Bounding toward him was a tall and striking blonde student, wearing the somber black-and-red school uniform of Beacon Academy. Following close behind her at a quiet jog was an equally tall student who wore a bow in her long black hair.

Max smiled. Everyone at Beacon knew about Team RWBY, even if they weren't the oldest group in school, they were certianly the most accomplished. And while she hadn't sat down much with Ruby Rose herself, Max had gotten to know Yang and Blake quite well over the last several months, from food fights in the dormitory to beating Yang at several rounds of Remnant: The Game at the library.

"I'll tell you what's up, firebird!" Chloe took a high-five from Yang Xiao Long and grinned. "Guess who took down an Ursa all by her self?" She offered a mock bow. "Yours truly, of course!"

"No! Way!" Yang's eyes lit up. "Gimmie details! Gimmie, gimmie, gimmie!"

Sliding past her more extroverted teammate, Blake Belladonna nodded at Max, almost offering a smile. She greeted Warren in the same way, but when she turned to Kate, her face softened. Kate's rabbit ears perked up and she smiled back, looking as radiant as ever.

Max wished she knew what the deal was between those two. And why Blake's bow seemed to twitch every time the two girls were together.

"You were right, Blake," Kate was saying, "Forever Falls is breathtaking. I can see why you'd miss it."

A shadow crossed Blake's face. "I don't miss it, exactly. And there are some things about it I'd rather not remember." When she looked over at Max and Warren, her smile reappeared. "We were just on our way to the café for a meal. Care to join us?"

Max looked over at Chloe. She and Yang had gotten themselves into a frenzied exchange about the Ursa takedown and the latest specifications on Chloe's weapon and a thousand other details that only they would find fascinating. Max shook her head and smiled to herself.

"You know what?" she answered Blake. "I think we could all use a quick bite and a little rest. Thanks."

Blake nodded and turned back toward the main school building. "My pleasure."