A/N: I own nothing here. RWBY is property of Rooster Teeth and Monty Oum. Cover picture by DarkHunter666.

Man, born from dust, was strong, wise and resourceful. Their very introduction to the world seemed to give birth to a brand new light into an otherwise dark and unforgiving world. But, with this light came a new form of darkness, a malign entity that seemed intent on bringing man's brief existence back to the void. These creatures attacked man and all his creations for countless eons, what they lacked in individual strength they made up for with sheer overwhelming numbers and simple unyielding rage.

These creatures became known as the creatures of Grimm.

For centuries, it seemed as if Mankind was up against overwhelming odds and would face a premature extinction. However, against all odds, man's passion, resourcefulness and ingenuity allowed them to find new, more effective ways to ward off the darkness. The use of dust, various applications of Aura and pushing the limits of Semblances allowed man to thrive across all of Remnant. And at the head of this charge were the defenders of humanity known as Huntsmen and Huntresses.

However, even the brightest lights must one day flicker and die, for whilst humanity built its strongholds and believed themselves finally free from harm, the Grimm continued to grow in number and take different, more powerful shapes, waiting only for the right moment to strike. And when the light fades, darkness will return.

Sometimes however, a great light can come from the most unexpected of places... even from the darkness itself.


"Yeesh, these mutts are even uglier up close."

When it comes to smuggling, Roman Torchwick was no stranger to the game, but this was definitely going down as one of the strangest things he had done in his entire criminal career and he had had to do a lot of strange things recently.

"I should really just learn to say no, I mean seriously, I have to round up these rabid dogs now on top of everything else!"

The self-proclaimed master thief stood in front of an enormous glass panelling, that according to his... employer, would be able to halt a rampaging Deathstalker with little issue, and looked over the vast cave system that lay before him.

He was currently underneath one of the deeper parts of the Emerald forest, and had been tasked to lure a significant number of Grimm monsters into an as yet unknown section of the forest, filled with ancient ruins from a bygone age. The very air felt heavy with the passage of time, and the silence of the great cavern when Roman first walked into the labyrinth of tunnels was eerie to say the least.

The caves new occupants certainly weren't adding to its charm either.

Even in the thick darkness that blanketed the caves, Roman could clearly make out the well over two dozen pairs of burning red eyes, all of which were directed at himself, making it impossible for him to not feel the pure hatred and animalistic rage coming off these abominations.

"How are the pets liking their new home Roman?"

The dark, seductive tone of his "Employer" had already been made recognizable in Roman's mind as she called him from his scroll. As much as he found his new bosses vagueness when explaining her plans to him to be ungodly irritating, he was quick to answer. He knew better than to try his luck with this kind of person.

Especially when said person could generate fire from their hands.

"I think 'Liking' might be too strong a word, the younger ones especially don't seem too..."


Almost right on cue, a paw the size of a serving tray slammed against the glass wall, and an unearthly roar came from the nightmare beast that now stood almost exactly in front of Romans face. He turned his head upwards to stare at the Grimm that was currently glaring at him with an almost palpable hatred.

"... keen on their new accommodations. But I suppose that's to be expected, I mean they are literal monsters!"

Roman couldn't stop the blatant sarcasm from leaking into his voice, it was a defence mechanism really, there was only so much stress he could take in a single afternoon before it started to affect him. But could you blame him when he was simultaneously talking with his megalomaniac boss and having an impromptu staring contest with a Grimm three times his height.

"Oh don't worry, I'm sure they'll grow used to their new living area in time. And if not well, there's plenty more Grimm out there to take their place."

"Yeah and knowing my luck," Roman thought to himself sardonically "I'll be the one who has to round up the next bunch of "Able bodied recruits"."

"How many did you find, by the way?" his employers tone now all too serious.

" About thirty-six Beowolves, with about five of those being Alpha Beowolves."

One of those Alpha's currently right in front of him still trying to see if it was possible to kill the bowler hat wearing criminal with just the power of thought. Beowolves were among the most common of Grimm types, and as such, were relatively easy to find if you knew where to look. But they were just as ruthless and blood hungry as any of their more creatively designed kin. With the Alphas standing as the worst of them all in these categories.

The one in front of him for example, stood at just over three meters high if Roman were to guess, and looked like an exact replica of the types of monsters one would hear about in a kids fairy-tale. Charcoal black fur covered a lithe, muscular body. Ivory white armour made from the beasts own bones lined its arms, legs, chest, spine and face. Claws as long and sharp as daggers adorned its paws. Fangs that gleamed even in the darkness lined its drooling maw and, as already mentioned, blood red eyes with no discernible pupils that seemed to want nothing more than to remove the glass wall in front of it, and tear Romans throat out.

Yeah, he had to say something.

" I don't know why we couldn't have just hired a few more mooks to watch this place, would have been far less hassle trust me."

The woman on the other end chuckled lowly, as if having to explain to a child why the sun goes down.

"This whole operation is merely a contingency plan; in case something were to go wrong with our mission. Besides, this is a more cost effective way of keeping our assets secure. Why pay for a few mindless grunts to guard this area for an uncertain period of time, when we could just have these monsters do it for us for free."

Whilst the woman talked, the Beowolf in front of Roman had given up in trying to melt the glass with its eyes, and had instead slunk back into the shadows with the rest of its pack, growling all the while.

"And that would be great," Roman replied with an audibly sarcastic sigh, "If it wasn't so pointless. I mean, if this liquid Dust is so powerful, as you claim it is, why don't we just take it all from this crumbling mess, instead of traipsing across all of Vale, looting any Dust shop we come across?"

While saying this, Roman turned to another chamber in the vast underground cavern, and to the only natural light source in the area. A gigantic pit, filled to the brim with a glowing, silver liquid that seemed to move all on its own, constantly churning and swirling in the otherwise unmoving pit. A few of the Alphas, he noticed, had gathered around the strange substance and paced around it cautiously, as if sensing the pure energy that emanated from the almost mystical liquid.

Liquidised Dust was especially tricky to manufacture, and the consequences were severe to any who screwed it up. So finding such an enormous quantity of the stuff in an otherwise uninhabited area, was certainly unusual

"Too risky I'm afraid." The woman replied with audible irritation in her voice, clearly growing tired of the conversation "Moving such a large quantity of Dust from just one area, especially an area close to Beacon academy, would raise too much suspicion from those in power. For now, it would be best to remain under the radar."

"Now, if we're quiet finished here," The woman snipped quickly, as if sensing Romans remark and stopping it before it had the chance to start, "You know what you have to do Roman. Find men, and take as much Dust as you can find, let our new associates get on with their work in peace."

At that point, the call was abruptly ended, and Romans scroll went dark. Sighing to himself, he took out a cigar and lighter from his jacket pocket, and lit up his preferred method of stress relief. Looking out to the Grimm one final time, he gestured to them with his bowler then strode away, cane in hand.

"As you were boys." He called over his shoulder, receiving only more growling in return.

As he stepped out of the cave and back into natural light, Roman once again found himself questioning if all this work would even be worth it in the end, and if his boss wasn't just completely insane.

"I should have just stuck to pickpocketing old ladies" he thought, only mildly seriously.

Shaking his head ruefully he carried on his way, already plotting in his head the nearest Dust shops in the area, and where best to find some cheap mercenaries to do the heavy lifting for him.

"I sure hope this will be worth it in the end."


"You are so childish."

Slowly, Ruby Rose uncovered her eyes to check to see if she wasn't actually dead. After confirming that yes, she was in fact alive, she quickly surveyed the area around her. Taking a look upwards, she very nearly let out a small 'eep' at the sight before her. Just a few inches away from her face, was the glowing stinger of the giant Deathstalker that she had been running away from moments prior. The only thing stopping said stinger from impaling her, was the enormous tower of ice holding it in place.

At first, it seemed as if the wall of ice had appeared out of thin air. But, quickly looking back down revealed the source of the sudden structure. However, this reveal only caused the young would-be Huntress even more confusion.

"Weiss?" the white haired girl in question was crouched down, her back to Ruby, but it was undoubtedly her.

"And dim-witted, and hyperactive," the young heiress known as Weiss Schnee now turned towards Ruby to address her face to face, "And don't even get me started on your fighting style."

Ruby instantly felt her shoulders sag, as the young heiresses words cut at her pride.

"Even when saving someone, she's so mean!"

But, what the other girl said next caused her to rethink this statement.

"And, I suppose, I can be a bit... difficult." Weiss winced slightly at the last word, "But if we're going to do this, we're going to have to do this together."

Weiss leaned down to look Ruby directly in the eyes, her face completely serious.

"So if you quit trying to show off, I'll be..."

Weiss paused for a second, as if trying to find the right word, until eventually settling for…


With every word said by the young heiress, Ruby's confusion only grew. All day long, Weiss had acted like having Ruby as her new partner was a mistake and had made her feel like a small child who couldn't hope to compete with her. Yet now, here she was, seemingly willing to work with her. Guilt started to work its way into Ruby's mind as she thought back on the day so far.

Maybe she had been a bit show-offish, but it was only because she felt the need to prove herself. She had been moved ahead two years in her education in order to enrol at Beacon academy this year. Everyone else here didn't have that opportunity, so she desperately wanted to show them that she wouldn't be a burden to them and that she could fight alongside them.

"I'm not trying to show off," Ruby finally admitted to the other girl, "I want you to know I can do this."

Weiss seemed to regard Ruby for a moment, before saying two words that, while wouldn't have meant all that much to anybody else, resonated a lot stronger with the cloak wearing girl.

"You're fine."

And with that, Weiss turned and walked back to the others.

For a while, Ruby just sat there on the ground, before she sighed and held her hands in front of her face, smiling slightly.

"Normal knees."

After that little moment, Ruby got up and backed away from the still struggling Grimm and re-joined her new teammates.

However, everyone else was unaware that, as the giant scorpion Grimm struggled against its icy prison, the ground beneath it started to crack.


Small shafts of light started to pierce the dark cavern, and tiny pieces of rubble fell from the ceiling. While the noise would barely be audible to a human, for the Beowolves prowling below, it rang loud and clear.

A small pebble bounced off one of the younger Alpha's snout, rousing it from its slumber. It turned its muzzle upwards to the slowly crumbling ceiling, and spied the tiny slivers of sunlight weakly pouring through the newly made openings.

Raising its ears it caught the growls and hisses of a struggling Deathstalker from above the caves roof.

But along with these new noises came a singular smell that slowly but surely, worked the wolf like Grimm up into a frenzy.

Dust, weaponized Dust. The kind of Dust that was only used by one creature on all of Remnant, and it just so happened to be the Grimm's most hated enemy.

The Beowolves all stood at the ready, claws extended, and teeth bared as they all watched the ceiling, waiting for it to finally give way.

The youngest Alpha licked its lips as drool fell from its maw and its blood red eyes burned with a hellish glow. They had been trapped in these caves, starving for weeks, but now they would be free.

Today this wolf would taste dustling flesh.


Ruby walked up to the small, stone podium and grabbed the chess piece(?) that stood on top of it.

"these are the relics we had to collect? really?"

While bizarre, the girl decided now wasn't the time to question it. After taking a moment to decide which piece to grab, she eventually settled on the white knight piece. Next to her, Jaune Arc grabbed the white rook piece then turned to her with a smile.

Satisfied, the two turned back to join the rest of the group of teens. Meanwhile, the giant Nevermore continued to circle overhead, preparing for another run on the small group of auditioning Huntsmen.

"Time we left." The tall boy in green said [Ren if Ruby remembered correctly], as the sounds of splintering ice reached their ears. The Deathstalker was seconds away from being free, and it would not be happy.

"Right, let's go!" And with that, the girl was off, the rest of the group hot on her heels. Her sister, Yang Xiao-Long however, paused for a moment and watched as the group rushed past her.

"What is it?" Yang's new partner, Blake Belladonna, walked over to the blonde bombshell to find out what had caused her to stop. Eventually Blake followed the other girls line of sight as it came to rest upon the youngest member of their little gang, leading the charge.

"Nothing." Yang said, sighing in a way that could only be described as proud, as she resumed running alongside the rest of the group. Blake, smiling ever so slightly, moved to catch up.

Unfortunately, the pair only made it a few steps before the Deathstalker finally wrenched its tail free of its icy prison.

And with its release, the ground finally gave way beneath them.

For a few moments, all that could be heard in the area was the sound of rubble collapsing as a massive portion of the forest floor fell away, revealing a deep, dark cavern where the only source of light was an ominously glowing pit far, far beneath them.

At first, nobody moved, not even the scorpion-like Grimm. And then, what looked like dozens of pairs of blood red eyes, blazed in the darkness to look upon the small group of fledgling warriors.

All at once, an entire pack of Beowolves leapt out from the newly made cave opening and growled menacingly at the teenagers, quickly cutting off their way forward.

"Oh great!" Jaune cried, the blond boy's skin notably paler than earlier, "Even more monsters to run away from!"

"Oh relax vomit boy." Yang called out, a grin on her face as she winded her arms back and prepped her gauntlets, gearing up for a fight that at this point looked inevitable, "It's just a couple of Beowolves, nothing we can't handle."

As if sensing the blonde's cocky nature, a second group of Wolf Grimm leapt up from the darkness. While fewer in number, these new arrivals looked bigger and more fearsome than their smaller counterparts. Yang's smile dipped slightly at these new arrivals. Run of the mill Beowolves were one thing, Yang could handle them in her sleep.

Alpha Beowolves on the other hand, were a different matter.

"No time, keep running!" Ruby yelled out as the Nevermore started closing in from above, and the Deathstalker, once more, started moving towards the group.

Moving as fast they could, the group sprinted around the outskirts of the cave opening, the faster wolf Grimm hot on their heels.


The youngest Alpha was literally seeing red as it honed in on the members at the back of the pack of young Dustlings. Barreling its way past the rest of it kin, it took a giant flying leap and cut off the female with yellow hair from the rest of the group. Standing on its hind legs, it let out a fearsome roar, signalling to the rest of its group to catch the others.


The blonde backed up slightly, fists raised and gauntlets at the ready. Wasting no time, the Alpha charged and swung its left paw in an attempt to take the woman's head off. Yang quickly dodged the sloppy swing and quickly delivered a left cross of her own to the beasts stomach, letting off a shot-gun blast for good measure.

While the blast knocked the beast back slightly, the blow seemingly didn't injure it, in fact now, the Grimm just looked even angrier.

Yang charged first this time aiming a right hook to the monsters skeletal mask, an organic structure that substituted for a face. However, with a surprising burst of speed, the Alpha grabbed the girls arm in its gargantuan paw and directed the second shot gun blast away from its face, recurved fangs glinting from the light of the small explosion.

With lightning fast speed, the Alpha brought its arm upwards in an arc, holding Yang all the while, and bodyslammed the blonde into the floor. Such was the force of the impact; whole chunks of stone and dirt were chucked up into the air. Were it not for the girl's Aura this single blow alone would have no doubt killed her then and there. As it was, it just winded her.

The Alpha glared down at the blonde, hunger and hate burning in its soulless eyes. Before it could deliver what it hoped would be a killing blow, a cry let out from behind the Alpha. Ruby had turned around to check to see if the rest of the group was behind her, and almost instantly spotted her older sister, lying down on the ground as one of the Alpha's held her in its ivory claws.

Activating her Semblance, Ruby leapt towards the Alpha, bringing out Crescent Rose from its compact form to its fully extended scythe form. Just as the beast turned toward her, she brought her scythe around and slashed at the creatures chest.

This time, the beast let loose a howl of pain as it was launched backwards from the impact and tumbled to the floor, a deep red line appearing on its chest as dark crimson ichors poured from the fresh wound.

Slowly, the Grimm made its way back to its feet. Any other animal would have given up on finishing off its prey after sustaining such a heavy blow. But the Grimm were nothing if not persistent.

Letting loose another roar, the Alpha charged at the new fighter. The girl in red glared back at the monster and reactivated her Semblance, Instantly turning into a flurry of movement. Ruby drove her boots into the beasts gullet, some of her signature rose petals getting caught in the Grimm's wound.

For a mere instant, the two combatants looked into each other's eyes. Crimson red eyes filled with only fury and rage, stared into deep silver pools full of determination and resolve. And then the moment passed, with Ruby launching off of the Alpha's chest as the impact yet again sent the creature flying, only this time the wolf was sent over the cliffs edge and into the rocky chasm below.

The Grimm let out one last wail as it vanished from sight, into the darkness.

Ruby turned around and helped her elder sister back to her feet. "You okay Yang?"

"Yeah I'm fine sis." Yang dusted herself off and gave her younger sibling a thumbs up. Before any more could be said, the howling of more Grimm brought them back to reality, "Come on, we need to get back to the others."

The redheaded girl nodded to her sibling, and with that the two ran back to the others, with the Grimm hot on their heels.


"And finally Blake Belladonna, Ruby Rose, Weiss Schnee and Yang Xiao-Long." Professor Ozpin stood at the centre of the small stage that stood at the front of the large auditorium. For the past few minutes, the headmaster of Beacon Academy had been assigning the successful first year students their new team names, and choosing the teams leaders. Like with all the previous years, this had been a long and complicated process. Choosing team leaders was not something to be taken lightly, but the grey haired man felt confident in his choices.

Especially with this last group, who would no doubt prove to be an intriguing development in the years to come.

"The four of you retrieved the white knight pieces, from this day forward you will work together as team RWBY."

The four girls stood in front of the older man, each displaying... varying degrees of professionalism, but Ozpin wasn't going to lecture them now.

Besides, that was more Glynda's specialty anyway.

"Lead by Ruby Rose."

After this announcement, the audience let out a round of applause as the final team leader was announced. The girl in question looked dumbfounded at the statement, as if not believing what she'd just heard. Before she could even fully process it, her older sister enveloped her in a no doubt, bone crushing hug.

"I'm so proud of you!"

Whilst watching this small display of affection, Ozpin allowed a small smile to grace his normally impassive features. While he did not approve of showing favouritism to students, he was sure this would be a team that would have a lot of eyes on them in the coming days.

"Looks like things are shaping up to be an... interesting year." said the headmaster quietly.

Ozpin had no idea just how right that statement would become.


The alpha fell for what felt like an eternity, until finally it collided the cave floor. But, instead of hitting hard rocks and jagged stalagmites, it's back collided with a liquid surface. Slowly, the near dead body of the Beowolf sank to the bottom of the pit, the creature barely having the strength to struggle. As the beast desperately clung to its last threads of life, the liquid enveloping it started to churn and... glow?

With a start, the Beowolf realised it had fallen into the worst possible thing. It had fallen into the liquid Dust pit it had been unknowingly guarding for the past several weeks. With renewed vigour, it frantically clawed upwards to escape the pool that would surely kill him if he stayed in it any longer. Unbeknownst to the young Grimm, the Liquid energy had already made its way inside the beasts body, entering through its open chest wound. While making its way into the monsters bloodstream, the small pieces of dust gathered up the blood soaked rose petals, and carried them deeper into the creatures body, eventually making their way to the Grimm's blackened heart. Suddenly, in the presence of both the beasts body and the rose petals, the Dust reacted violently and enveloped the beast in searing, white hot pain.

The Grimm cried out in agony, but it's cries were silenced as the dust forced its way down his throat, constricting his entire body in an invisible death-grip. From the outside, the glow of the pit only got brighter and brighter as something happened inside the chamber that had never in all of human history occurred.

And never would again.

Rapidly, the monsters bones broke, realigned, re-fused and reassembled themselves as the Grimm's anguish only grew. His muscles felt like they were on fire, his blood boiling and his heart thumping erratically. Slowly, charcoal black fur and bone white armour, gave way to pale, pink flesh. Claws shrunk down to sharpened nails. Muzzle flattened, fangs receded, and animalistic roars came out instead as the wails of a man. Finally, as quickly as the pain came, it went away, and the brightly burning glow of the pit went back to its normal state. With a sudden, sharp sensation, the being felt its chest contract as newly formed lungs cried out for... something.


Shooting upwards, the former Beowolf launched out of the pit and landed on all fours at the pit's edge, taking in lungful's of stale cavern air.

An Alpha Beowolf had fallen into a liquefied Dust chamber that day, but something new had risen out. Something with ghostly pale skin, a lithe, muscular body, two sets of ears, one set small, round and pink, the other set, more lupine in appearance. A long, bushy black tail, A small tuft of hair on the top of its head, barely coming down to its neck, the same colour as its tail but with faint streaks of dark blue woven in-between.

And as it opened a new set of eyes, a second glow accompanied the pit.

The swirling navy Eyes of a Grimm turned Faunus.

A Grimmborn had come.

A/N: This is my very first fanfiction story ever, so I ask you, be as brutal as possible. I plan to make this an ongoing project so anything I can use to improve my writing ability would be greatly appreciated. Thank you in advance for taking the time to give this little story a read and I hope to keep your interest for as long as possible with this little idea.