I do not own Kamen Rider or RWBY. They belong to their respective creators and not me. I am only writing this for fun and not for any form of profit. If you guys like it, great. If you don't then I'm sorry you feel that way but this is how I write and it was an idea that popped up. So if you enjoy it then don't be shy and let me know in a review.

Kamen Rider Grym

By Ten-Faced Paladin

Prologue: Dust to Dust

Screams were heard in the streets as people fled for their lives from that which threatened to take said lives away. Several cars had crashed into the buildings, lamp posts, or other cityscape items. Fire was rampant from more than one crash which occurred. No one tried to help the others, everyone being too frightened to do such. In the centre of the chaos, surrounded by smashed cars, ruined buildings, burning shrubbery, and a few corpses was the beast responsible for the mayhem. It stood on bipedal feet, but was hunched over. It was covered from head to toe in black fur which was as dark as a starless sky, marked only with bone spikes which emerged from its arms, legs, and back. Its body shape resembled that of a humanoid wolf, inspiring fear in those who saw it. The only splash of colour on the creature was the white skull-like cap it wore on its head which was decorated with red markings and it had bright red eyes. Although not everyone in the city knew what the creature actually was, they knew the reputation of the creature and its kind.


It was a Beowolf Grimm to be precise. Its kind had been a curse on humanity ever since they emerged from the darkness to prey on mankind for their creation, light, and their very presence. In the early days, the Grimm hunted humans ruthlessly for reasons of their own. When it seemed like that humanity was going to be wiped out, they made a discovery. They discovered Dust. It was a powdery substance that could harness the elements and be used as a source of power for all kinds of weapons which proved incredibly effective against the Grimm. Using the Dust, humanity managed to defeat the Grimm and establish itself, bringing an age of peace to the land and sundering the Grimm as little more than dangerous beasts. Of course, there is always that one beast more feral than the rest who charges into populated areas looking for territory.

Such was the case with this Beowolf.

The Beowolf stormed into the town and began attacking anything that moved, starting with any humans it could eat before moving on to find more things to kill. It was pushed to conquer and destroy out of sheer instinct which it felt it had completed, standing on top of a crushed car surrounded by that which was broken and/or burning. It unleashed a howl into the dark sky, challenging anything to come and disprove its superiority.

It almost missed the sounds of boots stepping on the road, forcing the beast the stop and listen.

It was indeed the sound of metal boots hitting pavement as the owner walked closer to the carnage. Flames had dimmed the Beowolf's night vision slightly, but as the embers moved past it was finally able to see something approaching. Although it was human-shaped, something about it put the Grimm on edge and made it begin to growl. It sensed something in the human, something predatory, something strong, something...like itself.

The figure stepped closer to the Beowolf, allowing the flames from the chaos begin to illumiate his appearance. The first thing one would notice was his head. It was bone white, looking like it could have been mistaken for preserved bone rather than polished steel. On the forehead was a red jewel with more red tribal designs circling it. More red lines highlighted the brow of the helmet, eerily similar to the red marks on the Grimm's head. The eyes were round and blood red, easily discernible even in the low light of the flames. The mouth section was made of black steel, protecting all aspects of the face from harm. His torso was covered in more black a steel, but it was difficult to be sure since the figure wore a deep black coat which reached to his ankles and had the collar raised. Around his neck was a white scarf which looked pristine save fore more red markings that made it seem bloody instead. Decorating the back and sleeves of the coat were even more red markings, giving more of an appearance of a Grimm rather than a human being. The figure's boots looked like they were made of steel, but had harnesses on the legs like they were made for guns or blades. Lastly, around the figure's waist was a polished silver buckle that had four round plates on the sides while the front sported a pentagram with jewels on the points. All five jewels were a dusty gray, showing no life.

The humanoid and the Beowolf eyed each other as the humanoid drew closer, uncaring of the like increasingly loud growls of the Grimm. He held utter confidence in himself and showed absolutely no fear in the face of the snarling Grimm. He continued getting closer, provoking the creature even more with his actions.

It was insulting to the beast. Such a brazen invasion of its new territory! It snarled, growled, let the fur on its body spike up in a show of strength to try and drive the intruder out. Nothing slowed or increased the man-thing's pace. The beast could only take so much disrespect before it bellowed and moved into action. It leaped from it's improvised throne and lunged for the humanoid figure, aiming to cleave him into pieces.

The figure moved quickly, reaching into his jacket and producing a pair of silver revolvers with red and black handles which seemed to have blades pointing backwards attached to the tops. Taking aim, he unleashed several rounds of Dust-filled bullets which exploded when they struck the Beowolf's hide, indicating Fire Dust as the rounds unleashed blasts of flame. The Grimm yowled in pain, but didn't stop. Instead, it began leaping to the sides at faster and faster speeds. The human followed the black blur of the beast, shooting barrages of bullets but the Grimm's speed was faster than the bullets. Small craters littered the buildings as the bullets hit something besides their target.

Large craters appeared on the buildings and street as the Beowolf made several leaps around the area to avoid being attacked. The human figure continued to shoot, always a step behind the Beowolf. The speed of the beast was too much for even the speeds even bullets went at. Still, the figure shot, not needing to reload his rounds. Modern Dust Weapons didn't need to be reloaded nearly as often as their images may have led the inexperienced to believe.

Seeing an opportunity, the Beowolf lunged for the figure. Using its speed, it was upon him in a flash. The beast snarled, the figure only having enough time to even try to aim his weapons before the claws of said beast crashed against him. A shower of sparks came from the impact, not even tearing the fabric of his jacket. Still, the force of the blow sent the black-clad man sailing through the air before he crashed against the side of a building. His body created an imprint in the wall, dust from the crushed masonry clouding around him. The force had also caused him to drop one of his weapons, the tool skidding along the street. A groan of pain came from the man's lips, the only indication that he had suffered any kind of pain.

The Beowolf saw its opportunity and leaped at the building the man was embedded in. Clearing the distance with only a pair of leaps, it landed on the side of the building before racing down the side, claws readying to cleave the man's skull into pieces. Drool from the monster's maw spattered on the white surface of the man as the beast drew in closer, already tasting its meal.

Red eyes flashed.

The Beowolf lunged, but its claws met no resistance of flesh. In fact, the beast's prey had suddenly vanished from its sight. The Grimm landed on the ground, confusion echoing through its mind. Raising its nose into the air, it sniffed tentatively to try and find out where its prey had gone. It took in whiffs of the carnage, trying to find the scent which smelled so much like its own. Where? Where was he? Where did he-?

Beside him!

The Beowolf began to turn, but a powerful limb wrapped around it's neck, trapping it in a headlock. The beast bellowed and began to trash, but the awkward angle prevented it from grabbing the man who had pinned it. Only superficial strikes landed which hardly rocked the man's position or strength. The beast snarled, thrashed, bellowed, but no intimidation tectic it had prevented the man from letting it go.

The man, still silent, raised his remaining gun into the air. Rather than positioning it for a killshot, he pressed a hidden switch which caused the entire gun to straighten out at the handle with the blade attachment unfolding. The entire gun transformed from a magnum revolver into a K-BAR knife with gun attachments. With a firm grip, the man swung his knife. The blade struck the soft underside of the Grimm's jaw, easily slicing into the flesh of the beast. It didn't have much of a chance before knife's path continued, going clean through the mouth and stabbing into the brain cavity of the beast.

The Grimm stiffened for a moment before it's glowing red eyes dimmed and it went limp. Seeing the creature was dead, the man removed his knife and allowed the monster's body to drop to the ground. As he did so, small clouds of black dust rose from the monster's body, already beginning to decompose as all Grimm did when they died. The man took a few steps away from the body before he turned around to face it. Reaching to his belt with his free hand, he rested it on top of the pentagram before pushing it, letting the buckle spin like a wheel. It spun normally, but then actually began to pick up speed and make a weak cyclone which sucked up dust and dirt in front of him.

The Grimm's body then began to undergo a change. Like a wave of shadow passing over it, the Grimm's body transformed from a Beowolf's form of fur, bone, and flesh into a sand sculpture of black sand...otherwise known as Grimm Dust. The cyclone the man was generating sucked in the Grimm Dust, causing the gems on the buckles to glow a dull gray. As the last of the Dust vanished, the cyclone died down with no trace of the Grimm left behind.

The street was silent save for the sounds of crackling fire. The dark figure merely turned and walked into the street claiming his dropped gun. Holstering both weapons as firearms, he turned and looked at his surroundings. Any humans who were looking at the scene whimpered in fright at his gaze and tried to hide. The man didn't pay them any mind, instead he turned and began to walk away from the battle towards the edge of the town. The people had seen enough violence for the night and needed to get their lives back together. The man had also had his fill of violence and needed no reason to stay.

Walking past the destroyed car which used to be the Beowolf's throne, an explosion caused the man to stop walking. The car itself had suddenly gone up in flames, causing more light to illuminate the street as well as the black-clad man. Stopping in his walk, he looked to the car since he knew that it hadn't been on fire when he first got to the scene. Frowning under his mask, he turned to look over his shoulder to see someone new had appeared at the other end of the street.

She was an older woman who had blonde hair which was tied back in a bun with a curl on her right side. Her eyes had a piercing stare despite their vibrant shade of green and the small glasses she wore over them. She wore a white blouse which exposed a little bit of her chest and a black skirt which was tied by gold buttons up her front. She also had stockings On her legs and knee high boots, one of them sporting a holster. From her back she wore a torn black cape with a purple underside but in her hand was what looked like a wand/riding crop with a glowing tip.

"Pale Rider," she spoke, her eyes narrowed dangerously at the man.

The man didn't say a word, but his eyes narrowed slightly behind the red lenses of the helmet. He wasn't dealing with some Grimm or punk with a decent weapon. Now he was dealing with a Huntress, a professional destroyer of Grimms. The woman at his back could take on whole packs of Beowolves and take them out like they were nothing. She was a particularly famous Huntress who had taken up a role of teaching the next generation of Hunters. Her name was Glinda Goodwitch and she was one who worked closely with Beacon Academy, the best of the best when it came to training Hunters.

The man stared at Glinda while she had her piercing stare returning it. The man could already tell that the woman had come for a fight and she wasn't going to be leaving without one. Still, the man wasn't interested in fighting the woman. His targets were the Grimm, not the people who hunted them. Turning his back on the woman, he continued to walk away.

"Don't turn your back on me young man!" Glinda frowned before her wand began to glow and with a wave, she created a purple magic circle in the air which unleashed several purple beams of raw energy. The beams cut through the air, aimed at the man's back who seemed to almost be unaware of what was happening.

The man then suddenly dove to the side, allowing the beams to fly past him at the last moment. Glinda's hand twitched and the streams attempted to turn, but the timing was all wrong and they struck the streets and exploded. The man skidded along the blacktop and drew his weapons again, taking aim and unleashing more shots at Glinda.

The blonde's eyes narrowed at the attack and she swiftly created another purple magic circle which blocked the bullets and their explosions. She frowned and twisted her wand before the shrapnel from the rounds flashed purple and began to fly back at the man with deadly man stiffened at the sight before leaping into an alley to avoid the shots. Entering the alley, he leaped up onto a fire escape and began running up onto the rooftops. Leaping from the escape onto the roof, he took a moment to take a breath, meaning his opening salvo with Glinda was already beginning to push him more than the Beowolf did.

"What took you so long?" a female voice asked, causing the man to stiffen and look up to see Glinda on the other side of the rooftop, her arms crossed as if she were waiting impatiently.

The man cursed and took aim with his weapons again, but Glinda moved much faster and conjured another spell. A large beam of purple energy lashed out from the circle towards the man. He attempted to fire a few rounds, but what rounds he could shoot were obliterated by the beam which collided with his shower of sparks ripped from the impact before the force took him clean off of his feet and sent him crashing into an air conditioner unit planted on the rooftop behind him.

"Ugh…" the man groaned. Shaking his head to remove the stars, he looked ahead to see Glinda striding across the rooftop towards him, purple Dust energy trailing from her riding crop. As much as she looked like a sexy secretary, she was still one of the best Huntresses out there and her reputation was well deserved.

Pulling himself up from the ruined machine, the man flicked his guns and opened the bullet chambers. Rather than regular six-shot chambers like the weapon would suggest there was an open singular chamber. Turning it over, it was revealed to be a cylinder filled with small red crystals near the back while the rest of the chambers were empty. Letting the almost empty ammo belts fall to the ground, the man threw his guns into the air. Reaching into his jacket, he produced two more round ammo belts filled with tiny red Dust Crystals which he likewise threw into the air. With unnerving accuracy, the ammo was inserted into the guns which fell back into the man's hands and closed with an audible click. He then raised the weapons up to Glinda again before cocking back the hammers on both weapons.

"Pyro Dust Overdrive!"

Glinda stopped when she heard the guns speak and then begin to glow red with the ammo chambers spinning and glowing brightest of all. The man continued to remain silent before he pulled the triggers to his weapons. Almost exploding from the barrels were twin streams of pure fire Dust unleashing their power. Flying like meteors with streams of red Dust following, the attacks flew at Glinda who only narrowed her eyes. Raising her riding crop, she created another shield which was soon struck by the attack. The explosion forced Glinda skidding across the rooftop, pushing her to the brink of the rooftop before she could catch herself. As the blast died down, she lowered her shield.

The rooftop was blackened from the head of the attacks with glowing cracks across the surface. Looking to the point of origin from the attack. The air conditioner was still destroyed, but the man himself was nowhere to be seen. The sight caused Glinda to frown in agitation. Raising her arm, she spoke into a wrist communicator hidden in the underside of her sleeve.

"This is Goodwitch sir," she spoke. "I lost the subject."

"I see. How did he do it?" asked the voice on the other side of the connection, a male.

"He produced something he called a Dust Overdrive and forced me to block a powerful technique and escaped in the confusion," Glinda reported. "I apologize sir. I'll hunt him down immediately."

"No, no, I have it covered already," the man replied. "Just be ready to fill out a detailed report when we get back."

"Of course sir," Glinda nodded. "Goodwitch out." Shutting off her communicator, she looked and the collected damage from bother her own battle and the man's fight with the Beowolf, "Now who can I get to clean this up?"

In a darkened alley, the man who Glinda had attempted to bring down was emerging from the shadows. He was panting and carrying his weapons by the trigger guards while the steel of the weapons were glowing with the heat of the attacks. Coming into the moonlight, he grabbed the belt by the buckle and a sharp tug removed it from his body. The red markings on his suit then pulsed before the entire suit changed into black dust and fell from his body, the particles dissolving even further before they even hit the ground.

The young man who remained was obviously not some battle-hardened soldier, but a teenager in the prime of his life. He wore a white t-shirt which had a black tribal design on it overtap a black long-sleeved button up shirt which had the sleeves rolled up. His pants were black with a white skull design on the right leg. The back of his shirt had a red rose which was losing it's petals and the petals ran down his right arm. His red sneakers were almost glowing in the night, making them stand out. His face was narrow, but strongly defined rather than making him look anorexic. He also had black hair which was unbrushed, but partially concealed his right eye. As the wind picked up, it was revealed that holsters were hidden in his shirt made from black kevlar.

Coming from the light, he walked towards a motorcycle which was black with a red version of his tribal skull design on the fuel tank. It was polished black body protected the silver chrome engine and was almost dome-like in it's curves. The young man could only look at the vehicle in relief as he finally holstered his guns and mounted his machine.

And then the clapping started.

The young man drew his weapons and took aim down another alley. The clapping only continued and then a man came out of the alley. He was dressed in a very dark green coat and pants with a lighter green shirt under a dark green vest. A green scarf was wrapped around his neck with a purple and silver cross on the front. He had gray hair despite being a man in his prime and he sported stylish sunglasses with dark lenses. Hanging on his arm was a silver cane, but with modern Dust weaponry technology it could easily double as a weapon.

"A most impressive display, for a rookie," the man complimented as he approached the still aiming young man. "You don't fail to disappoint Mr. Noir."

The young man frowned, "What did you call me?"

"Mr. Noir? Gregory Noir?" asked the older man. "That is your name isn't it?"

"And what do I call you?" asked Gregory.

"Professor Ozpin," the man replied, cool as a cucumber despite being the target of a pair of guns. "The headmaster of Beacon Academy."

"And why should I care?" asked Gregory, unlocking the safety of his weapons.

"Because I am about to make you an offer," Ozpin replied. "One that you can't afford to turn down."

"And what kind of offer could that be?"

Ozpin reached into his jacket, his cane hanging on his arm before he produced a thermos. Pouring himself a cup he took a sip of the coffee inside. Sighing in some relief, he regarded Gregory once again, "I want you to join my school as a student. Your entry exam was quite impressive and it would be a waste to not have you."

Gregory frowned, still not lowering his weapons, "And what makes this offer irresistible?"

"By training as a full-fledged Hunter, you will be able to use all of the resources at their disposal to keep your condition at bay," Ozpin replied.


Gregory growled, the barrels of his gun smoking but a downright furious glare was on his face. As the wind picked up again, his right eye as revealed which was a murky mix of colours. One half was his natural blue, but bled into a poisonous red. His teeth were clenched, but he managed to speak, "Who told you?"

"A concerned third party," Ozpin replied, taking another sip of coffee. He acted like he hadn't been shot at a second ago. "Surely it is difficult trying to track down Grimms with civilian technology and means of tracking. It can certainly be slim pickings, especially when you want to avoid the eyes of our organization."

Gregory frowned, lowering his weapons, "So you're offering me the keys to the kingdom in return for joining the ranks?"

"Indeed," Ozpin nodded.

"Are you aware as to why I'm trying to keep off the radar when I hunt? What certain parties are willing to do to get their hands on me?" Gregory hissed.

"Indeed, but part of my offer is full confidentiality," the emerald headmaster replied. "No one will find out about your condition from me or my partner. No one but us three will even know you ever had that unfortunate aspect of yourself."

Gregory frowned as he rolled over the offer in his head. Ozpin was offering a lot so he could have Gregory in his school. There was still a lot of risk when it came to entering the Hunter education program. Still, with his life on the line could he say no?

. . .

No, he couldn't.

"Headmaster Ozpin, you have a deal," Gregory sighed, looking to the silver-haired educator. "But if I so much as smell something fishy going on then I will be gone and likely break a few things in the process."

"Perfectly agreeable," Ozpin nodded. "Well then, welcome to Beacon Academy Mr. Noir."

The two shook hands, Gregory feeling like he made a deal with the devil.

To Be Continued...

A/N: Well, I discovered the story of RWBY a little while ago. Kamen Rider Chrome introduced me to it and I got hooked on it. We were chatting and one of our Kamen Rider discussions came into it. Some chatting and throwing ideas around later and Grym made his appearance. So this is how the unusual form of Grym begins in the world of RWBY and begins to change the world in his own special way.