A/N The plot bunny conquers all, apparently, even vicious pre-exam schedules.

"Ozpin, I would much appreciate it if you could tell me exactly what we're doing here?!" Glynda Goodwitch all but growled at the Headmaster of Beacon Academy. The two of them were standing, completely out of place, at the large, corrugated iron double doors, of the many dark, damp warehouses that lined the docks of Vale.

Usually, the Headmaster would smile his usual, distant smile and say something to try and calm her down, but now, his knuckles were white around the hilt of his cane, planted in the ground between his feet. His eyes, usually unfocused behind the half-rimmed spectacles, were sharp and alive, focused completely on the doors.

"Ozpin?" The unfamiliar creep of fear crawled up her back as she watched the Headmaster more serious than she'd seen him in many years.

"Glynda", he began, speaking slowly, "If I am killed, you are to find Qrow, and he is to take over as Headmaster of Beacon. Am I understood?".

"What? Ozpin, just what is going-" She had multiple questions about that statement, but he cut her off with a razor sharp glance.

"Am I understood?" There was no room for argument in his tone, and it was all she could do to nod. Silently, the emerald green eyes slid back to the door, and all was silent for a single moment, before he crossed the distance in a four swift strides, and then planted his boot into their centre.

Ozpin may not have been on the active duty list for Huntsmen and Huntresses, but he was still one of the most skilled Huntsmen on the face of Remnant. As such, the padlock and chain holding the doors locked were all but vaporised by his aura empowered kick.

The doors slammed into the walls with a crash, and then once the ringing had faded, everything was silent. Ozpin stayed very, very still for several seconds, before, glancing back at her once more.

"Stay close to me, and whatever you do, don't step anywhere where there isn't a light".

It wasn't a request, it was an order, and she obeyed it as such, almost staying on her superior's heels as they moved towards the lone light bulb, hanging from the dusty ceiling by a thin wire, and emitting a droning buzz that signalled it did not have long left before it gave out and died.

As they reached the light, standing directly beneath it, Glynda noticed something unusual. The warehouse was completely empty. There were no boxes or crates, only the lightbulb, and the dark around it, that seemed to stretch on forever.

All in all it made her very, very uneasy, and if the Headmaster's reaction hadn't put her on edge, then this kind of place would most definitely.

Human beings have an instinctual fear of the unknown, it was the reason for the initial animosity and fear towards Faunus, followed by outright racism when it became apparent that they wouldn't fight back. Darkness was one of those things. You could never know what lurked in the shadows, and as such, humanity had learnt to fear the dark from almost the moment of their inception.

Suddenly, she realised why they were afraid of the dark.

Ozpin hadn't moved from the centre of the light, once again as still as a statue, and she was about to open her mouth to demand an explanation once more, she froze dead still, hand still outstretched to grab his shoulder.

Well, well, well.

The voice was the most inhuman thing she'd ever heard. A twisted mockery of a human voice. It snarled and growled through syllables and words.

The most disconcerting thing about it, though, was that it seemed to come from everywhere.

Try as she might, she hadn't a chance in hell of pinpointing where it might have been, and the fear that had been creeping on her latched on, and only years of experience as a huntress stopped her from panicking.

What have we here? The little boy who dreamed of being a hero.

It laughed into the darkness, and Glynda couldn't help but wince. The heaving, wretched noise finally stopped, and she could practically hear it's leer.

How's that been?

"I didn't come for a reunion" Ozpin replied calmly, though his voice was terse and his face was stony.


It actually sounded pleased, and slowly, deliberately, a pair of blood red eyes lit up in the darkness, twisted by inhuman sockets into jagged slits of red straight out of a nightmare.

Then tell me, lonely child. Why have you come?

Then the eyes were gone in the blink of an eye, as if they'd never been there in the first place. There was a whisper of displaced air, and the telltale scratch of something moving around in the darkness.

She felt helpless, stuck in a hellish darkness, with only a failing bulb to keep them from oblivion. If it failed, or their concentration slipped, the darkness would fall, and they would die. She could feel it instinctively even without Ozpin's warning to stay in the light.

And with another child as well.

There was the sudden, unexplainable fear that came from the monster's gaze falling upon her. A hot lance of breath raked across her back, and she whirled in it's direction, finding only darkness.

Ozpin stepped closer, blocking where he could only guess it was currently lurking.

"I have an offer for you" his eyes were suddenly burning with a fire she'd never seen before, and when he spoke again, it was barely more than a whisper.


The reaction was instant, it howled in rage, and suddenly, vicious, barbed tendrils burst from the darkness, a sickly mixture of red and black, with a vicious claw on the end of each

Ozpin saved them both, with a slam of his cane, a glowing green shield of his aura sprang forth, covering them both in a protective bubble. She'd seen the shield stop a raging Boarbatusk without a single scratch on it, but everywhere the tendrils lashed, spiderweb cracks spread outwards, and he winced in pain at the feeling of his aura being damaged so severely.

Then the assault stopped, and the tendrils shirked back into the shadows with the slightest whisper of their barbs whistling through the air.

What do you want, Boy?

All twisted mocking was gone from Blacklight's voice, replaced with a cold rage. Ozpin didn't hesitate this time.

"I want you to protect my Academy". Glynda took her eyes off the shadows to stare at him like he was mad, but the Headmaster didn't take his eyes off the darkness.

There was a silence, and then Blacklight began speaking, painfully slowly.

Oh really? And tell me, why should I do that?

"Salem is making her move", if she wasn't disturbed by the headmaster's actions before, she was now. Salem's movements were constantly classified beyond top secret, and this latest information had cost countless lives to obtain.

Then she remembered just what he was talking to, and she couldn't complain anymore.

"She's made a mistake, she had pawns. Human pawns". She couldn't even begin to fathom why that would be of any use, but the painful silence descended once more. The light flickered for a second, and she was afraid it would give in, but then it stabilized, and she exhaled a sigh of relief.

Finally, Blacklight spoke.

I'll be there.

She would have been relieved, had the ambiguity of that statement not scared her even more.

Ozpin nodded slowly in thanks. The light flickered, and this time, it was clear it wasn't going to stay on. Ozpin glanced at it, usually stoic eyes widening in alarm, he broke into a dead sprint towards the doors.

"MOVE!" He thundered, and years of obeying orders suddenly snapped, and she blitzed after him.

The doors had closed since they'd entered, something she'd neglected to notice, to focused on the monster stalking them in the shadows. It didn't matter, with a flick of her riding crop, it was blown cleanly off it's hinges, letting daylight spill into the warehouse.

Something brushed past her back, and instinct took over as she dived for the daylight, rolling over, and coming into a crouch as Ozpin cleared the door himself.

Blacklight's mocking laughter followed them out, a new set of iron doors slamming into place to replace the ones she'd destroyed. Left with the echo of a monster's laughter, she rounded on Ozpin.

"What was that?" She breathed, still trying to catch her breath.

He pushed his glasses up his nose, composure returning slowly.

"The oldest monster still alive". He replied softly.

"It's a Grimm?" She all but shrieked. First of all, if there was a Grimm, even a single onebut he shook his head lightly.

"No", his expression turned grim, "They're similar, but there's a difference".

"What's the difference?" She whispered, morbid curiosity driving her onwards, despite the underlying feeling that she really didn't want to know.

He fixed her with a haunted expression she'd never seen before in his green eyes.

"Grimm can die."

Ozpin was looking over applications for Beacon Academy. He grimaced slightly, he always despised turning down so many prospective huntsmen and huntresses, but the academy could only take so many before they were full.

He took another sip of coffee as he sifted through the large pile on his desk, before frowning as he reached a particularly unusual one.

The picture was blank, as was most of the description. There was no background information, no past accomplishments, or anything that would get someone into Beacon or even any of the Hunter schools. He would have written it off as a printing mistake, had the name not have remained, proudly displayed on the top banner.


He froze in his seat, sudden fear gripping him. It was late, but his office was constantly well lit, something most had written off as one of his many quirks. Only Glynda, who had left earlier, understood why every inch of the room was lit, and almost every shadow was covered by light.

He flipped the lone sheet of paper over, and scrawled on the back, in a mocking scribble, was what he'd been afraid of.


His hand clenched around the edge of his desk. He should have known that Blacklight would pull something like this. He'd been planning to offer it a faculty position, or claim he was brought in for extra security, but it had known. It always did, and it had gone for the last option.

It was a student. IT would be indistinguishable from the sea of faces. The ghost in the machine. It could have been anywhere, anyone, anything. He grimaced.

Grimm were classified by letters. C-class were the normal, young Grimm. Stupid and generally quite weak, a half-decent Hunter-in-training could take down hundreds by themselves.

B-Class were the Alphas. Older, stronger, faster and smarter than their counterparts. More unique species, like Deathstalkers and Geists also fell under this category. A team of skilled hunters-in-training could take down one each, while skilled huntsmen like himself could kill tens alone before even beginning to tire.

A-Class were starting to get into the realms of most people's nightmares. They were old, fast and deadly. They were also highly intelligent, and as such some had learned to stay away from humans, like the Goliaths, becoming almost peaceful by comparison. The gigantic sea-bound Leviathans fit into this category, despite being dangerous enough to be S-Class, due to their aqueous nature restricting them to the seas.

S-Class were monstrosities. Ozpin could count the number of recorded S-Classes on his fingers. They were, fast deadly, and often walking city destroyers. Many murals they'd found had depictions of them, razing primitive civilizations to the ground like vengeful gods.

Once upon a time, many years ago, he and his team had tried to fight an S-Class Grimm. They'd won, or it was more accurate to say that he had won. It had killed everyone except for him, torn them to shreds and it was only pure luck in discovering there's a whale there's a whale fishy cried lone weakness that he'd killed it.

There was a single S-Class Grimm present in the vicinity of each of the Kingdoms. Places like Vale had fairly passive creatures, and as such had been allowed to thrive. Others like Mistral had vicious creatures that razed cities for the slightest provocation.

Vacuo had once been a paradise, and according to history, Human greed had turned it into a harsh and barren land, indistinguishable from the desert around it.

That was a lie. It was to hard to bear that a single Grimm had torn through the ancient civilisation, and supposedly still slept under the deserts.

Equally, there was a single S-Class the dominated the sky and one that dominated the Seas. The uncolonised areas of Remnant were often left as such because of particularly aggressive S-Classes.

There was a handful of S-Class Grimm. Monsters beyond human comprehension.

There was only one EX-Class Grimm.

Ancient murals scattered around the world, from different civilizations that should have had no means to contact each other, but they all depicted the same thing. A humanoid Grimm, unlike anything they'd ever seen, battling other Grimm, Turning on it's brethren then vanishing.

Then they'd found the terminal, and everything had changed.

It was the oldest piece of functioning technology in existence, and it had gone through several hundred rebuilding programs by the best scientists humanity had to offer.

Eventually, they'd managed to extract the data contained, and they'd finally gotten the explanation they so needed.

It had many names. Blacklight, ZEUS, The name it was given didn't matter. It had razed an ancient, advanced civilization almost to the ground, but they'd created the recordings to pass on everything they could to help those who would come after them.

The information was simple. It couldn't be killed. It couldn't be stopped. If it wanted something dead, it killed it and everything else within a city-block radius. It could become anyone, changing it's face, body and voice to perfectly imitate any human.

In response, the ancient humans had used their most powerful weapon. Something called a Nuclear Bomb. It was a terrifying piece of technology, but it's design had long since been lost to the of him was thankful for that. The explanation given had mentioned enough power to level a city, then irradiate the surrounding area with deadly radiation, preventing any life growing there for another 1000 years.

Blacklight had taken the blast to the face, and stood up as if it was nothing, while everything else died.

Ozpin could only hope he'd made the right choice as he stood up and shakily prepared to return to his quarters.

Weeks later, on the Beacon Academy induction day, a young man, dressed in a leather jacket and grey trousers, hands clenched into fists and a scowl on his face, stepped out of the bullhead that had ferried them there. A grey hood covered his head, slightly shadowing his face and hiding his face from all but this who looked directly at him.

He grinned.

It had been thousands of years, but Alex Mercer, terrorist, bioweapon, prototype and monster, was back.

He had a goal, a drive for the first time in hundreds of years. Salem had made a mistake, she'd used human pawns, and human pawns could be consumed, their memories assimilated and used to track the elusive witch down.

Consume her, and he'd be the strongest creature on Remnant, bar one.

If anyone had looked closely, they would have seen his eyes glow crimson red, but as usual, no one did.

He smiled. And all that reward for so little effort. He had waited four hundred years to consume the Queen of the Grimm, so what was four more, protecting children from the very creatures that feared him more than anything in the world.

He frowned as he watched a blonde boy throw up his lunch into a nearby bin, and another blonde girl panic as some of it landed on her shoe.

He could feel a metaphorical headache coming already (he couldn't get headaches, or any other disease, for that matter. He WAS a virus), maybe this wasn't going to be as easy as he thought.

He was pretty sure Ozpin wouldn't appreciate dismemberment of his students, but it became sorely tempting as he watched the girl hop around and the boy continue to throw up.