The Shadows of Beacon's Finest

A/N: Just a spooky idea I had for a fic once upon a time. Finally got around to making a one-shot out of it.


Beacon was the place where many a prospective student came and went. Some leaving after four years to become successful and well-loved fighters of evil. However, this wasn't the case for the vast majority. Whether it be because of Grimm, criminals, or simply not having a good landing strategy, most of the bright-eyed and hopeful students left in a body bag or were simply never recovered in the field. It was to be expected of a such a dangerous career that the training would be quite deadly as well, but few actually knew the true price of the institute.

Ozpin, as the Headmaster for quite a few years, was more aware than anyone. After all, it was he who set the bar so high. It was he that sent the students out on missions. It was he who pushed them to break every sort of limit known to man. Doing any less would be a disservice. Once upon a time, the grayed and grim headmaster did lower the intensity of the Beacon program and it seemingly worked, fewer students passed away in the line of duty. That is to say that fewer students died at Beacon. However, after graduating and taking jobs as professionals, many died their first year as professionals. They simply weren't prepared enough. No. They weren't strong enough.

Thus, the difficulty went back up. More so, in fact, to the point where anyone who didn't drop out or die became top ranking Hunters. Celebrities, even, because of their Kingdom-renowned skill. When asked about their time at Beacon they would always look at the camera, smile, and claim it to be tough but pleasant. It was because they knew what was needed. More hunters, more warriors to fight the good fight and die trying. And that wouldn't be possible if they told the truth.

On the rare occasion Ozpin allowed himself to view such media it would bring a smile to his face because it represented someone he didn't fail. Although, the so very tired man would turn it off just as quick because it represented 10 more he wasn't good enough to help. It was only through strength of will that he didn't collapse and give up the ghost. Well, that and the fact his body perishing would bring great harm. More than anyone knew.

The Light of Beacon, which shone day and night, attracted more than just moths. It was the light that attracted all of the mourning souls, which could readily be seen walking the campus, looking for their lost purpose. An unknown fact of those with their aura unlocked was that when they died, a shadow of their soul was left. Faceless beings of pure misery with remnants of the person who left it. After a short while, they usually dissipate, possibly even becoming a Grimm or attracting them. However, something special happened in the area Beacon overlooked from its perch. They didn't dissipate or even attract Grimm. They simply wandered, looking for a purpose, which more often than not led them to Beacon. More specifically the first day was always where they could be found, seemingly stuck in a loop, bits of their forgotten personalities still present.

Initiation always gave the Headmaster chills. Even now. Especially now, because the number always grew. Despite all his knowledge and abilities, Ozpin still was not sure what would happen if he were to die, if the flame of Beacon were to go out. Thus, he continued his wretched existence to stave off what he knew was the inevitable. Until now, that is.

And so this body's cycle comes to an end.

Ozpin's body laid on the cold stone floor of Beacon's inner chamber, his eyes focused on the smiling face of his killer. The pain of being incinerated wasn't a new feeling, but it had been quite a while since he'd ended a rotation with such a bang. It was excruciating, mind-breakingly so, yet the Headmaster's face was like that of a statue, expression remaining constant through it all.

While it did have the added benefit of not giving his assassin the satisfaction of seeing the great Ozpin cry out in agony, it was because in his mind there were thousands of thoughts going through his mind all the way up until the flames consumed his very being. What will become of my students? Will Qrow find my new host? Will Salem retrieve the relic? Most of all, Ozpin thought of the shadows.

Ozpin looked Cinder in her piercing yellow eyes. You've no inkling what has been done, child.

A second later, the body of Beacon's Headmaster was reduced to complete ash and the flame of the tower went out. A fact no one noticed in all the chaos.

/-/

Cinder looked at the burned floor where the mighty Ozpin once lay, now nothing more than a stain. While there was still much to do, this battle for Beacon was all but over. Grimm and the White Fang should be laying waste to the grounds at this very moment, and the awakening of the Dragon should be happening any minute now. With Ozpin dead, there couldn't possibly be anyone capable of opposing her.

Honestly, it almost feels too easy.

She turned around and began walking away, eager to put this day in her pocket and claim success. Though, when she neared the elevator, she saw five shadows standing near the exit. It seemed she might have spoken too soon, if these were teachers or Ozpin's personal Huntsmen. Cautiously, Cinder activated her powers and stood ready to fight - the new power was so great it was almost overwhelming. The shadows didn't react other than walking closer.

Not taking the chance, the Fall Maiden unleashed a volley of fireballs in their direction, all of which exploded in a shower of sulfur and heat. The girl's smugness began to drain as the figures proceeded to get closer, undaunted by the flames. Despite the roaring inferno casting light all around the dimly lit room, Cinder still couldn't make out their faces… oh. Oh, my Salem.

The faceless beings moved quickly now, attempting to close the gap between the now fleeing Maiden and themselves. Instinctively the scared women flew high into the air, her foot barely escaping being grabbed by the shadowy creature. With increased panic, she zipped to the direction of the elevation door and blew through it, heading up the shaft and away from danger.

What in the hell was that?

A final failsafe Ozpin had put into place? A new type of Grimm? Whatever it was, Cinder wasn't keen on finding out what the beings were capable of, especially considering her attacks had no effect. Within a moment she was out of the elevator shaft and had made it to the top of the tower, the place where she'd been hoping to get to for the entire time. It was the climax of her greatest dreams and aspirations. She looked out the window to see how the destruction was going.

I…

Well, there was certainly destruction taking place. However, it wasn't exactly she had planned for. The Grimm were even running for the forest in retreat at the beings who were now laying waste to the inhabitants of the courtyard.

Destroying the CCT can wait… The Maiden then fled, not prepared to take on an enemy she didn't even understand.

/-/

"Why did you have to hurt me, my love?"

Blake, feeling broken and pathetic, stared up at her past lover. Despite barely being injured, her limbs felt heavy and her body was wracked with tremors. Adam was an obstacle that was impossible to defeat. No amount of training could change that. So shaken was she that no words could be formed to make an answer, which only incensed the White Fang leader more.

"I didn't want it to end like this Blake. But I guess if I can't have you then-"

Mid-monologue, Blake saw a figure limping up behind Adam. It's body pitch black, not even reflecting the light of the flames, and its head cocked at an odd angle. The sheer horror of the humanoid form was enough for Blake to finally find her words again.

"A-A-Adam! Behind you!"

The scowl on her ex-lover's face deepened. "Is that what they've been teaching you at this school Blake, because I honestly expected bet-"

The dark figure didn't bite the Faunus so much as its head had ripped open wide and clamped down on his neck like a bear trap. Pursuer and pursued both screamed out, one in agony and the other in horror. From what Blake was aware of Adam hadn't taken any damage the entire time he'd been here, so it was with cold dread she watched blood pour down his neck and stain his clothes.

"Arrrg! Fucking hell is this?!"

The bull attempted to slash at the creature with his sword to no avail, the weapon going through the shadow like it didn't exist. As the "teeth" sunk deeper into his neck, Adam's struggling grew weaker and he lost strength in his legs, falling to the ground and taking his leech with him. Gasping for air and losing strength fast, the White Fang leader raised his blade one last time and imbued it with Moonslice before cutting at the shadow with all his might, this time hitting home on something tangible.

The thing split apart and fell to the ground, hitting the ground before dispersing into a blackened smoke. Adam spit blood out the side of his mouth and let Wilt and Blush fall to the ground in a clatter. Blake, despite herself, ran to his side and tried to help him up. The warrior waved her away and continued to press a hand to his neck in a attempt to stop the bleeding. "Shit. Shit, shit, shit. Ack!" Adam coughed and nearly choked on the blood in the back of his throat. Blake looked on in awe and felt tears begin pricking at her eyes.

"Blake! Blake what's going on?!"

Blake yelped and turned around, falling backwards on her butt as Yang ran up with concern in her eyes. The blond didn't even seem to know how to react, what with the kitty Faunus shaken up and an unidentified man bleeding out of his neck. "I-w-we need to leave, Yang."

"Uh, well yeah, I know that. The White Fa-"

"No," rasped the wounded boy, attempting to stand up. "It's something else. Something that eats through aura. Ah, shit."

Blake, still shaking, helped up her ex and let him lean on her for support. When Yang looked at her in confusion, the girl conveyed to ask about him later. "Anyway, what he said is true Yang. Some… shadow thing bit through his aura and nearly killed him. And trying to attack back didn't work...or did but only after he triggered his semblance."

Before her partner had a chance to respond to this information, loud screaming began to be heard over the roar of fire and gunshots. It was clear something was wrong when she saw White Fang and students running away together to get away from whatever was chasing them. Assumingly they were running from Grimm, but if that was the case they would have been firing their weapons. No, these guys had thrown down their weapons as it would weigh them down in the retreat. It was when the things chasing them down ran by that Yang understood the situation now.

"You said they bite through aura?" whispered Yang, crouching low and out of sight.

"Yes," replied Adam, who was focusing most his energy on not bleeding out.

"And they can't be hit?"

"My - cough - Moonslice managed to kill it. Though e-everything else was ineffective. And before you ask, I can still fight." To prove his point, the bloodied man bent down and picked up the red blade lying on the ground. "L - cough - Let's go." He leaned on Blake for support again and Yang took up his other side.

We need to call the others. "Yang, call the others. We need to regroup and get the hell out of here."

/-/

Jaune and Pyrrha, upon making it out of the tower, paused to catch their breath. The blond-haired knight rubbed his face in exhaustion and pulled out his scroll. "I'm going to get Glynda on the phone Pyrrha. Try calling-"

The two saw Cinder fly towards the top of Beacon Castle, that only meaning that the good Headmaster had been defeated. Pyrrha didn't even know how to feel. The villains, which Hunters had been sworn to stopping, had failed. If even the strongest of them all had failed then what chance to did anyone have? Though, that didn't mean that they could give up, not yet. Everything felt like it had been leading up to this moment. Like destiny.

"No… Ozpin," muttered Jaune. He then cocked his head in confusion when he saw the tiny fireball rocket away from the tower as quickly as possible. Pyrrha raised an eyebrow in confusion as well. Why would Cinder leave? Granted, no one knew her true intentions, but something didn't seem right. It was then that the "not right" appeared a few meters in front of them. Several dark silhouettes separate from a tangible body appeared from behind a column.

"Pyrrha…"

The head one of them cocked to the side before a tear opened on its face, creating an odd sort of jagged smile. The sound that came out was a shriek of pure unadulterated terror so loud that it shattered all nearby glass and nearly blew the ear drums of both Hunters-in-training. Pyrrha, acting fast, grabbed Jaune by the wrist and ran in the opposite direction of the creatures. She didn't know what they were, or even if they gave chase, but it hardly mattered at the moment.

Jaune finally began running on his own without being dragged, though he could barely keep up with her break neck pace of retreat. "Pyr-...sputter… what are those-"

"Jaune, just shut up and run!"

The blonde's mental density was so great that it must have been physically weighing him down, for the boy was already losing steam trying to keep up. This was only added to the stress of the fact that the creatures were in fact chasing them, though they made no sound on each footfall. Another shriek, this one much more sorrowful than the last, put her nerves on even more of a razor's edge.

Then something came into view that nearly gave Pyrrha a heart attack from pure relief. A locker. One of the inane rocket powered lockers that now would be their ticket out of Hell. "Jaune, run to the locker!"

Her incompetent leader thankfully didn't ask why and ran towards it. Using her magnetism, Pyrrha opened the locker door and slung Jaune into the opening all in one motion. After quickly typing in the coordinates to somewhere in the vicinity of Vale, she squeezed herself into the locker as well with the boy. It was an uncomfortable fit to be sure, but no way she was staying with those… things.

Her stomach dropped when the thrusters lifted the massive metal container in the air, the sudden lift throwing her eternal gyroscope out of whack. Peeking out the air holes, however, she couldn't help but feel grateful that they'd been lucky enough to find this thing. The shadowy figures were looking up at them with twisted figures and pained howls.

"I think I'm going to be sick…"

Sigh.

/-/

The force attempting to combat the Atlas mechs cheered in happiness when the oppressive machines came to halt, their power source seemingly gone. The school was still being invaded by Grimm and the White Fang, but it was still a small victory

One that came to an end when twenty to thirty White Fang soldiers came blitzing out of a burning building and headed right for them. The students groaned in exhaustion but raised their weapons to combat the foes. Weiss, believing herself to still be in fighting shape, stood as well and leveled her blade. She had a long going score to settle with the Fang anyway. However, it would seem that the score was not mutual.

"Run! Run! Get out of our way or run!"

All of the students present faltered long enough for the retreating Fang members to run past them. Many had bite marks while others were missing digits or even limbs. In all honesty, the students were in too much shock to attack, especially when the enemy wasn't attacking. They didn't snap out of it even when they saw a wounded Boarbatusk limp into view before the falling to the ground and disappearing into dust. No, it was the horrified cry that pierced the air that snapped the students from their stupor.

What was that?!

Around 50 creatures peered out from the area the White Fang had fled from. At first Weiss believed her eyes were playing tricks on her, but as they got closer the truth became clear. They were in fact featureless, humanoid beings which greatly resembled shadows and rested comfortably in the uncanny valley. The shadows then began an amazingly quick forward progression.

It took less than a second for every student to begin firing into the crowd of shadows. It took about ten to understand why retreat was the best option. None went down. Or even were wounded. Rather it seemed like they couldn't be wounded. Unlike ghost Grimm, there was no ethereal gasses or clear weak spot, which made the steady loss in ground all the more unsettling.

"Retreat!" Screamed Coco, slowly backing up after seeing her powerful machine gun did absolutely nothing. "Fall back!" Weiss stumbled backward before running in the opposite direction of the silhouettes, using her glyphs to gain more speed. Everyone else followed the command as well and ran for their life. The ones who'd been injured by the Mech's showed a surprising amount of speed as well, adrenaline putting pain in the background of their mind.

"Get to the airships!"

"Get! To-"

Coco was cut off when the ghostly form of a shadow grabbed her arm and dragged her into a crowd of the things. The team leader went down kicking and screaming to no avail, the Silhouettes as Weiss had mentally named them began tearing at the fashionistas skin and biting down wherever they could find purchase. Blood began to splatter onto the cobblestone streets as if Coco didn't have aura. Weiss was about to go help but of the large group of Silhouettes, some others had forgone getting a piece of Coco and had run after the other students.

"Let's go!"

A hand grabbed her arm and roughly pulled Weiss from her stationary position and nearly dragged her until Weiss' feet touched the ground again and she began running. "Neptune?" The blue haired boy didn't say anything in response, instead continuing his sprint in the opposite direction of the battle. "Neptune! We need to help-"

"How could we help?! Those things don't take damage, Weiss!"

The two cringed when they heard a pained cry from student, one that sounded eerily like a certain boy from their sister team. "Ne-"

"SHUT UP! We're getting out of this alive, okay…"

The two continued to run, leaving others behind to fight for their life. The grip on her arm never loosened as Neptune led her from the path everyone else was following through a different area where it seemed less crowded, with people and Silhouettes. After finding a secluded spot - though they could still hear pained screams - Neptune finally released the heiresses' wrist and slouched against a wall, tears running down his face. "Fuck, fuck, fuck…"

Weiss felt something wet run down her cheek and realized that she was crying as well. Everything that had happened today was quickly becoming far too much to handle. "N-Ne-" A buzz cut her off. With shaking hands, she retrieved her scroll and found that it was a call from Yang. A weigh she didn't even know she'd been carrying was lifted at the sight that at least one of her friends were okay. She answered immediately.

"Hello?! Yang, are you okay? Is Ruby with you?"

There was a moment of silence in the background, save for the crackling of fire. "Yeah, I'm okay. Well, me and Blake are okay. Right now, we're hiding in the gardens near the main entrance Beacon. This was the best we could do for the time being, what with those things running around."

"Silhouettes? Yeah, we've seen them too."

"We? Are you with someone right now?"

"Yes. Me and Neptune got split up from the main group fighting the Atlas mechs when we were attacked by a group of the things. A… A lot of them… I don't think they made it, Yang."

The line went silent. "Have you tried calling Ruby, Weiss? I haven't been able to get in contact with her."

Weiss' blood went cold. "What…"

A blood-curdling scream came from the other end of the line and was followed by a series of grunts and swishes. "Yang! Yang! Y-"

"It's fine Weiss, a few found us is all. Killed them now though."

"W-What?! You can damage them? How!" Screamed Neptune, coming to stand next to Weiss. The boy had been attempting to contact his own team members during this entire conversation, but the knowledge they weren't invincible had taken his attention.

"We have someone with us that can harm them with his semblance, some guy Blake knows. Listen, we need to go. When one screams it attracts others. Let's meet at the cliffs, okay?"

Weiss breathing stayed shallow. "O-Okay. Stay safe Yang and I'll find Ruby for you."

"Thank you, Weiss. And you stay safe as well."

The line went dead. Neptune - still attempting to keep his tears under control - fell to his knees, still holding his scroll. "Why won't Sun pick up, why won't he pick up."

Weiss knelt down next to the boy and rested a hand on his shoulder. His head lolled to the side and rested on her. "Weiss, where's Sun?"

"I… don't know. I'm sure he's fine Neptune. Sun came here without a team and generally does really well without help. I'm sure he'll be fine."

"Right. You're right. Let's get going."

/-/

Velvet breathed in and out with ragged breaths. With a hint of trepidation, she reached up and felt her throbbing left ear, or what was left of it. If not for her still being in shock, the pain radiating through her body would probably be enough to wish for death. Looking at the unconscious girl in her arms, Velvet knew she'd do it again. Her team leader's wounds were quite bad and didn't seem to be healing regardless of aura.

She'd used any article of cloth she'd been able to find to make makeshift bandages to try and stop the bleeding. Thankfully, it seemed to have worked, or at least prolonged the girl's life a bit longer until they could get to help. Velvet looked over the others with a blank expression. Many were bleeding, having been drawn into combat because of having to help others. Of everyone who had escaped, the only person relatively unharmed was Sun, save for a bit of his tail missing and a severe bite on his arm.

The one in the worst shape - who was wasn't dead of course - had to be Dew. A lost arm and multiple deep scars going down her legs to the point an amputation might actually be required. It wouldn't be so bad if their aura could heal the wounds, but it seemed that the wounds given by the shadows couldn't be healed by aura. Which meant bleeding out seemed like a viable possibility for a lot of them. But Velvet couldn't be bothered to worry about any of that. She simply focused on stroking her hand through Coco's hair.

"Fuck! Fuck!"

Sun kept beating his fist into the grass, his hands becoming bloody with each strike. No one attempted to stop him, seeing as they had no right to do so. The teen had lost one of his teammates before his eyes, the other was bleeding out, and his own partner was nowhere to be found. To make it worst, Sun barely had a scratch comparatively speaking. He was a leader who'd failed to even protect his own. A disgrace, worse than trash.

Ren - who had killed more of the creatures than anyone - cradled his beloved, in a completely different world than everyone else. She wasn't dead - yet - but she'd certainly be in the reaper's arms soon if help didn't come. The ones who had been unable to harm the shadows had been at the mercy of the other students who could. How it worked was still anyone's guess, but Velvet and Fox had been able to cut through the ranks quick enough to rescue Yatsu and Coco.

Team Auburn was dead save for Arslan, the golden lion was not nearly fast enough to save her teammates. Lost in emotional pain, she didn't even attempt to stop the bleeding from her missing arm, instead, laying down in the grass and simply letting her life force drain out and stain the ground.

Yatsu, who had patched up his left eye and arms the best he could, walked up to the bunny with a grim expression. "We need to go. Fox is ready."

"And… the other's…?"

Yatsu sighed a great sigh and bent down so only Velvet would hear. His eye's holding in a reservoir of tears. "Team Coffee takes care of its own first."

Velvet swallowed and nodded. It went without saying that if team Coffee split from the main group and escaped alone, then that would leave many at the mercy of the shadows, seeing that Velvet and Fox did most of the damage to them right after Ren.

"If we leave now and go the secret way to the lower dock, we can escape. Waiting for help may not be viable. The others...can help themselves."

Velvet looked at the others. Broken and bleeding. It didn't take much thought to know they couldn't help themselves at all… "Okay, Yatsu. L-Let's leave," spoke the Faunus, biting back tears. Traveling in a smaller group was for the best anyway. They'll only… they'll only slow us down.

Yatsu carefully took Coco from Velvet's arms and stood. The Faunus stood as well, clutching her side. Surprisingly, this went virtually unnoticed by the rest of the group who were either physically broken or emotionally. In fact, Team Coffee was the only team to not have people either missing or dead. Not to mention still having enough energy to flee at a quick pace. They were second years after all and this wasn't the first tight spot they'd been in. Anything they could fight, they could beat. It was the team Coffee way. Fox stood a little way away, waiting for them near an alley, apparently already having been filled in on the plan by Yatsu. Silently, team Coffee fled the battlefield that was Beacon, leaving the first years to their own devices.

If Coco knew about this she'd have our heads… Velvet looked at the wounded team leader in Yatsu's arms. The blood-soaked girl sagged lifelessly like a ragdoll, though her faint breathing could still be seen. I guess she won't know then.

/-/

Ruby was running through the burning remains of Beacon at top speed, attempting to regroup. She had lost track of her scroll at some point and couldn't call anyone. I hope everyone is okay. Looking around, she saw dead bodies littered all over the place, White Fang and students alike. Oddly though, there were little to no Grimm around. In fact, there was mostly a ghost town around the courtyard and surrounding area. Considering that there was a massive Dragon spawning them, you'd think there would be quite a few Grimm walking around. So, for it to be this quiet, something had to be more wrong than it appeared.

But what could be worst than Grimm and the White Fang?

As if to answer that question, the next corner she rounded was housing a horrific surprise. Fifteen to twenty White Fang soldiers lay dead or dying, currently being ripped apart by a group of around ten...things. Shadow like beings with a humanoid appearance, each with jagged smiles or weirdly pained expressions of pain or hatred. They let out odd sounds while they feasted upon the flesh of their catch. Pained groans, soft panting, horrified screams, or even soft whimpers. It was all so surreal, to hear such human sounds coming from such inhuman beings. Ruby was stunned into stillness.

Something grabbed the girl from behind and placed a hand over her mouth before she could scream. "Back away slowly with me," whispered the person behind her. Ruby nodded and walked back until they made it back around the corner. It was only then that the hand was removed and she could turn around to see who it was.

"Cardin?" She said in surprise. The large boy quickly shushed her and beckoned her the girl to follow. They made their way to a collapsed part of a building and crawled inside out of view. Ruby was surprised to see Russell, Skylark, and Dove there as well, each one with a few minor injuries but otherwise fine. "Cardin, what's going on? What are those things?"

The large boy sat down on the grass with his team and shrugged. The team looked very shaken up, but also determined as well. Not what she'd have expected from them in the time of a crisis like this one. "We don't know what they are or what's going on. All we know is that those things have killed everything they come across. Me and my team laid low and watched."

Ruby nodded before becoming angry with team Cardinal. They watched while others got killed. "You're still the same as ever," Ruby said with a snarl. "Selfish, a bastard, and-"

"You don't know anything," whispered Russell in a hushed but fierce tone, who'd been tending to a wounded leg. "You don't know a damn thing. Those things are worse than Grimm. That's pretty fucking obvious based on the fact even the "brainless" Grimm attempt to avoid them. And I don't know if you noticed, but Cardin saw you about to get killed and saved your lousy ass."

Ruby was taken aback by the boy's malice. Not to mention the fact he was right. She didn't know how strong these things were but Cardin did apparently risk his life to keep her from encountering them. Ruby calmed down. "I'm sorry, Cardin. You're right Russell, I was out of line."

The mohawked boy nodded curtly before going back to bandaging his wounded leg. Cardin sighed and rubbed the bridge of his nose. "Listen, it's a stressful day for all of us. But Ruby, those things don't get damaged by attacks. Dust or otherwise. That's why I knew I had to warn you beforehand."

Ruby nodded solemnly. He really had saved her life. The tears of gratitude welling up in her eyes combined with all the emotion of the day must have been noticeable because Cardin looked away in embarrassment. "Yeah, whatever. We're Hunters right."

Ruby actually did wipe away a tear at that line, overcome with emotion. "Right… we're both Hunters." Cardin nodded and sighed, running a hand through his hair a leaning onto the collapsed wall.

"Great, glad to see we understand each other. But there is still the matter of getting the heck out of here without dying." Ruby breathed in deeply before nodding, ready for this new challenge. Then she uttered words that she never dreamed would come out of her mouth.

"Right. I'm ready to follow your lead, Cardin."

Cardin's face took on one of shock for a few seconds before going back to normal. "Yeah, well, I'm not going to lie to you kid, I've got nothing. Not a single plan to speak of. Most of the Shadows are near the docks, so going there is basically suicide. Getting to Vale through the Emerald Forest is suicide for most of us because we're frankly too tired to fight off Grimm, not to mention that bastard dragon keeps making more. I miss anything, Dove?"

The quiet boy holding his arm looked up. "I've noticed a few things. There is more than one type of Shadow. Generally speaking, there are those who whimper, scream, pant, and moan. The screamers are more violent and faster. I don't have… sufficient data on the other ones to give a more detailed review. I have noticed however that not all of them seem to be inclined to attack Grimm, while every Shadow will attack people. And it could have been my imagination, but the successful attackers seem to grow more in strength."

Ruby was left in utter shock at the knowledge. How this boy, Dove apparently, had managed to gain all of this information in such a stressful situation was incredible. However, she seemed to be the only one surprised.

"Great work as usual, Dove. Even better than usual," commented Cardin casually. The leader closed his eyes and folded his arms in thought. "Hmm…okay. I think I can get us out of this." His men did a small cheer, but quieted down quickly, anxious to hear how they'd get out of this hell hole.

"So, everyone here can swim, right?"

/-/

Weiss and Neptune dashed across an opening before taking cover in some foliage. In the distance, they could still hear muted screams, but it sounded far enough to not be a threat. What really kept them on edge was the soft whimpering of Silhouettes lurking in unseen corners. While more passive - as the two had found - it didn't make them any less dangerous.

Weiss and the boy had been trying to take the least indirect route to the cliffs, hoping to run into Neptune's group or Ruby. They were lucky to still be in running condition at all. The blue-haired boy still could barely get his emotions under control, though he persevered, more than likely for Weiss' benefit.

Every time they paused for a moment, Neptune would attempt to call each of his partners. After no one picked up, they would continue to another location. This cycle repeated and grated on his nerves each time, to the point he was physically shaking but still keeping a straight face. One of lost hope.

"Neptune, are you okay?" The answer was fairly obvious, and Weiss knew nothing would make it such. His smile went lopsided at the question.

"I-I…"

It was then when Neptune's scroll went off. The expression of relief on his face was something of ecstasy and Atlas' burden being lifted off his shoulders. He quickly answered the scroll with the camera on, getting a good picture of Sun's bloodied face.

"S-Sunshine…" Neptune's held back tears came pouring forth like a river. Sun, who was biting his lip, couldn't hold in his tears either, though it looked like he had already been crying before.

"Neppy Bear…"

What the fuck?

"Neptune, where are you? Are you safe?"

"I'm fine. Me and Weiss got separated from the group, but we're headed to a safe place near the cliffs. Get Scarlet and Sage, we can meet up somewhere and get there together."

Sun's smile faltered for second before returning. "Sounds like a plan. Let's try to meet at the edge of the tree line near Beacon's back courtyard."

Neptune, wiping away tears of joy, nodded. "Okay. Let's make it out of here in one piece. I-... I love you Sun, stay safe."

"Love you too." Then the yellow monkey hung up. Neptune signed and put his scroll away. When he turned to Weiss and saw her befuddled expression, the blue-haired boy shrugged. "What?"

"Nothing. Nothing at all. Let's just get out of here…"

Weiss' voice trailed off as she rose to look at their surrounds. Her mouth falling agape at the sight. There were hundreds of them, all heading in one particular direction. All the of the whimpering Silhouettes were congregating and moving as a single unit near the inner courtyard. They seemed to not have noticed Weiss and Neptune so it was possible they could escape without being seen.

That was until a piercing shriek of was heard behind them. Weiss turned just in time for the ghostly jaws of a Silhouette bite down on the side of her neck, engulfing her entire collarbone along with it. The blood that exploded hence forth from the wound was enough to cause sudden dizziness, only more impeding her possibilities for survival. Looking to her side, she saw Neptune jumping backwards from a herd of Moaners, as Weiss had taken to calling the more passive creatures.

Save yourself! Run you idiot!

But Neptune didn't make a break for safety. Despite his many, many faults in personality, leaving a helpless girl… no…. A helpless friend bleeding out wasn't an option. Weiss whimpered wordlessly as the Silhouette's jaws sunk deeper into her, tearing at muscle and bone like it was nothing. Her vision blurred and blacked out in spots, which could have been caused by the intense searing pain, blood level dropping, or both. Images of her teammates flashed by in her mind as everything slowly began to go darker. Soft memories of playing with Winter, teasing Whitely, arguing with her dad, pining after her mother… Funny, it all seemed so inconsequential now.

"Weiss."

No, I'm too sleepy right now.

"WEISS!"

The girl's eyes snapped back open at the sudden feeling of being yanked violently from the ground and out of the jaws of death. The quick jerk, while releasing her, had also ripped up the flesh around her collarbone and neck even further. Though that was hardly the biggest concern at the moment.

"Wha…?"

When she finally gained enough consciousness to see her surroundings again, Weiss fund herself in the arms of Neptune bridal style. There were very deep groove marks going down his face and his left ear seemed to be missing, or rather, was torn severely. Weiss attempted to reach out and touch his face, but was met with complete unresponsiveness from her limbs. "Don't worry Weiss, you're going to be fine. We both will. Can you still walk?"

Weiss attempted to speak but kept choking on the blood filling her throat and mouth. Neptune's grim expression slowly blurred again along with everything else. The pain radiating from her right side cooled off with every step Neptune took. Her whole body began to get colder and sluggish. If there even existed something more sluggish than already not being able to move.

If Yang was here she'd say my body was Weiss-cold. Heh…

Tears flowed freely at the thought. She kept crying until there weren't any tears left.

/-/

"Do you need to take another break?"

Adam looked at the human he so despised before conceding and taking a seat in the grass. Being carried by two girls, one his ex-girlfriend and the other a human, must not have been fun. But the fact Adam was the only one among them capable of harming the shadow creatures helped the shame a bit. Blake inspected the bandage on the Faunus' neck and saw that it was holding up quite well, the bleeding had even stopped around the bite.

Though the injury didn't get heal by his aura and Blake was getting the sneaking suspicion that it wouldn't heal by aura ever. Whatever those creatures were, they negated the aura around an area of the body when they made contact...or maybe absorbed it. Either way, it was entirely possible Adam would never have aura around that region of his neck again.

While the Bull Faunus laid on the ground and kept pressure on his wound, Yang pulled Blake away for a private conversation. Once they were a sufficient distance away, the blond sighed heavily and sank into Blake's arms. "Blake, I'm scared. I'm so scared. For Ruby. For Weiss. Us…"

Blake nodded in understanding while holding her friend tighter. "Understand Yang. I completely understand… We're going to make it though. Ruby is smart and more importantly, fast. She wouldn't be caught easily. And Weiss is a lot more cautious than all of us. She wouldn't die so easily either. As for us," Blake used a hand to gently lift Yang's head so that they could look eye to eye. "We will be fine."

Yang looked up and blinked away tears before nodded silently. Blake put on a smile for her partner and hugged her gently before they walked back to Adam, who hadn't moved an inch. The man had probably been meditating, as Blake knew him to do from time to time. "Come on Adam, let's go. We're almost at the cliffs."

He nodded silently and rose off the ground, using his sheath as a makeshift crutch. They began walking again at an accommodating pace, gauging how fast the White Fang leader could go before needing to slow down. It was convenient that the forest outside of Beacon seemed to be pretty clear of Shadow Walkers as Blake called them. Most were still probably wreaking havoc on the main campus. A thought equal parts comforting and terrifying.

/-/

"Come on buddy, we just need to get you to the Cliffs, then we're home free."

Sage groaned in response to Sun's optimistic words. Sun had wrapped Sage's wounds as good as he could without training or bandages. Now they were headed in the direction of the Cliffs, taking the scenic route through the forest to avoid meeting against any shadows. Honestly, Sun had been too grief-stricken to even move before noticing all the messages from Neptune. If his partner was still alive and fighting, and another teammate was counting on him for survival, then Sun as the leader absolutely could not give up. Despite keeping everything together by a thread, he was still keeping it together.

"W-Where's Sc…" Sage couldn't even finish his sentence, still halfway in between consciousness. Sun grimaced and kept going, crouching low every time he even thought he heard something. The team leader was upset by the reactions of his peers as much as his own personal grief. Ren's blank one-thousand-yard stare, Arslan stopping anyone who attempted to stop her bleeding, others who simply resolved to stay and supposedly wait for death, not wanting to be in a world without their teammates. Team Coffee had apparently left at some point, and while selfish, Sun didn't think he could blame them.

I wonder how the others are doing? Knowing team RWBY, I'm sure they all made it out okay. Lucky bastards. JNPR… well, the first letters anyway. I bet Pyrrha figured out a way out of here and that means Jaune is hopefully safe as well. Good. No one else needs to die today.

A sound akin to a clap of thunder exploded in the sky not too far away. The ground shook and the air vibrated with power. Though small, a visible fissure appeared in the ground. Still staying hidden, Sun looked towards the tower to see what the commotion was. It was the Grimm Dragon flying in a circle around the tower apparently, roaring in... pain?

Out of nowhere a small object flew from the top of the tower and rammed into the great beast, knocking it off course and apparently dealing damage.

Who I'm the-

Looking closer, Sun saw there was actually two tiny things flying around the Grimm and reaping mass amounts of damage. One a ball of fire and the other a gray blip in the sky with the strength of a titan.

"No freaking way…"

The teachers at Beacon were no joke. Hopefully, that would cause a large enough destruction for him and the others to get the Hell out of Dodge. The entire campus shook again with the force of Port colliding with the massive beast, this time followed by an impossibly large bolt of lightning.

Funny how that Dragon was only the second scariest thing lurking around. Sage managed to lift his head and glimpse the epic battle. "Whoa. Wicked."

"Yeah buddy," muttered Sun, keeping his mind off what had happened just an hour earlier. He was slowly making his way further from the campus, but something caught his eye. There were five figures up ahead crotched in the darkness of the bushes.

/-/

"Okay, so I didn't plan on this."

Ruby held back the eye roll coming on at Cardin's words. What was she thinking following his direction anyway? It was team Cardinal for goodness sake! But when first hearing his plan, she'd admitted it was a good one and basically guaranteed escape. However, there was only one problem. There was at least 300 Shadows at the docks, milling about in herds. Far too many to simply run around or just avoid. Plus Dove had suggested that maybe the creatures were attracted to aura and thus was the reason why only a few attacked Grimm, who had no aura. An interesting theory and why the five people were looking at the docks with binoculars from a forested area.

"Hey, what, so what should we do?" Asked Sky, looking nervous. Well, they all were actually, but he showed it more.

Russell rubbed his mohawk in frustration before his eyes widened. "Hey, hey. Now there is a thought. Guys, why don't me and Ruby go first and lead them away from the dock edge. We both have speed focused semblances that focus on speed, so I think we'd be able to lead them away without getting caught. What do you think Ruby?"

"Well… that could certainly work. It's-"

"Risky. Yeah, you're right. It's up to you Ruby if you want to do it, but I think it could be the best bet. Unless anyone has another idea?"

No said anything. It was clear the plan didn't have much appeal to anyone. They'd made it this far after all and didn't feel like dying or watching someone else die. Ruby was about to suggest possibly scouting out a new route, but a rustle in the bushes cut the train of thought. She turned around quickly with the business end of Crescent Rose aimed towards the darkness, though Cardin quickly reached out a hand to signal she stand down.

"Come out, we aren't one of them."

There was a moment of silence before a blond-haired Faunus slowly walked out from behind a tree, holding a wounded teammate. Sage, I think. "Sun, thank goodness you're alright," said the girl, running up to the familiar face and giving him a big hug. One that he returned gratefully, tears leaking from both their faces.

"Ruby, I'm glad you're safe."

"Same here, Sun. Where's Neptune and Scarlet?" As soon as she spoke it, she wished she hadn't. His face became one of resigned despondency and infinite amounts of trauma. "I'm sorry, I'm sorry-" Tears began to prick at her eyes as she shook her head and looked away from him.

"Hey, hey. It's okay. Scarlet… d-didn't make it." He choked back some tears before continuing. "Neptune is with Weiss, heading towards the cliffs to meet up with Blake and Yang. They're safe."

Ruby fell to her knees and started crying in happiness. Of course, they're fine. We're team Ruby after all. Having seen all of the bodies and destruction, she'd been becoming more and more skeptical that everyone had made it, but against all odds, it seemed they had.

Bzzzzt, Bzzzzt, Bzzzzt

Everyone's scroll went off at once with a low buzz. Ruby had lost her scroll, so she waited for someone to fill her in. When no one said anything after ten seconds, she asked, "Well, what's going on?"

Sun spoke first. "Team Coffee just saved our ass I think."

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"You think anyone was left to get the message?" Asked Velvet as Yatsu properly bandaged her on the deck of a moderate sized Dust powered ship. The vehicle was usually kept docked near a cove at the bottom of the waterfall at the bottom of the cliffs. The channel of water led directly to Vale and thus, safety. Or at least more safety than what Beacon had turned into. The ship was big enough to hold whatever number of students showed up, mostly because most of the students were either dead or gone.

"I do not know, little bunny," spoke Yatsu, finishing his bandage "But we must leave, lest we attract unwanted company. Not to mention Coco is in dire need of a proper doctor. How's she doing Fox?"

Fox had just returned from the lower deck with bloodstained hands. "Not good, but she'll live. The bleeding also finally stopped, though I still applied fresh bandages."

"Good. We leave in twenty minutes then."

Velvet rose to protest that but was amazed to find that she barely moves an inch without her vision swarming and becoming dizzy. Have I really lost that much blood?

"You must remember Velvet, that we aren't used to suffering injuries that aura won't negate or heal. Not to mention that you were forced to use your semblance far more than usual, as it was the most effective weapon. We are all on the last leg. Twenty minutes then we leave. For the good of the team. For Coco."

Sleepiness unlike that she'd ever felt came upon her and the within the next minute, she'd fallen into a deep slumber in the arms of her trusted friend.

/-/

Neptune couldn't seem to breathe anymore. The basic human function had become vastly out of his depth within the last couple of minutes. He'd just run nearly the entire length of Beacon and into the woods before he managed to lose his pursuers. Blood blinded him in one eye, his legs would cramp at any moment, scratches scored on the back had basically glued his jacket to his skin, and he'd lost his weapon somewhere.

However, Weiss was safe. Even when it seemed the girl had died, the boy refused to drop the heiress. It went far beyond being attracted to Weiss. He'd have done it for anyone rather than be tortured with the memory of throwing a sentient being to the wolves.

After escaping and losing sight of the Silhouettes, he'd immediately laid her down gently, took off the Schnee themed jacket, and compressed the wound. His semblance dealt with electric pulses similar to Nora, though it gave him no added strength or the like. In fact, he caused him to feel very unpleasant in water, the reason for his Aquaphobia. Right now, however, he wouldn't trade the ability for all of Remnant. He'd successfully kept Weiss' heart beating while simultaneously keeping the wound compressed. Sadly, he didn't generate enough heat to cauterize the wound, so compression had to do. After goodness knows how many minutes, he'd managed to keep Weiss alive and stop the bleeding. Her pulse, faint as it was, was still there and her body, cold as it was, still pumped blood.

Shit, I'm exhausted.

Bzzzt Bzzzt

Neptune heard Weiss' scroll going off from inside her pocket - amazingly it hadn't fallen out - so he pulled it out and looked at the mass massage.

Head to the secret passage down the cliffs near the waterfall at this location. We can't wait for long.

Neptune looked at the dot pin pointed on the map that had been pinned to the message. It wasn't just close, he damn near on top of the secret passageway. Guess my luck hasn't completely run out. With tears of mixed emotion flowing down his cheeks, Neptune summoned the strength to stand and pick up Wiess one last time. With shaky legs, he walked a few paces until reaching a large rock mass covered in moss and vines. It seemed a large boulder was used to guard the entrance to this tunnel, but it had been rolled aside to reveal a staircase leading into the ground and came out at the bottom of the cliff.

All but saved, the Neptune began his way down the stairs, cradling Weiss' body with the utmost care.

/-/

Blake, Yang, and Adam had already reached the cliff's when they got the message, so instead of backtracking they simply made their way down the cliff the old fashioned way and began trekking towards the waterfall in the distance.

Adam had enough vigor and aura to get there without assistance, though he scratched at his neck feverishly. Blake slapped his hand after the third time. "No Adam, it will only exacerbate the wound. We're almost there and then you can get proper treatment."

The man seemed surprised by her action and care for his wellbeing. Blake was surprised as well. Being around Adam in a context that wasn't hostile had allowed the girl to fall on old habits of affection. It was an even greater shock that Adam complied and lowered his hand. "Yeah, you're probably right." Yang looked at Blake, then to Adam, then back to Blake.

"Hey, are you guys like a couple or something?"

"Th-" Adam was cut off by the buzz of Yang's scroll going off. Definitely not going to ignore a message in this situation, Yang looked at the screen. She looked at the screen and stopped dead in her tracks. As tears begin to pour down her cheeks Blake instantly became concerned. She walked over to Yang and looked at the message on the screen.

I'm with Sun. Meet you at the lower docks soon. ~ Ruby.

Blake nearly cried as well in relief. The next message to come in from Weiss' scroll sent her over the edge and left the girl a sputtering mess like Yang.

Weiss is unconscious but safe. We're at the ship waiting. ~ Neptune.

The two weeping girls hugged each other and cried together in joy, leaving a very tired, very confused, and very frustrated Adam to sit and wait for their episode to be over.

/-/

After waiting for a couple of more minutes and listening to the battle happening overhead, there finally seemed to be a dispersing in the crowd of shadows. In fact, many began running to the other side of the courtyard for whatever reason. Hardly mattered, there was an opening now.

"Hey guys, do you still think we should risk it?" Asked Dove, who was preparing to run like everyone else was. "It would be a simple matter of making our way around the tree line again to get to the passageway."

Sun shook his head. "Nah, we're all tired, half dead, and might get caught in a swarm of those things if we move our position. Though this plan is pretty dangerous as well. Ruby?"

She was resting against a tree, preparing for the finale of this night. "Let's go for it. I'm the least injured and fastest so I'll go first and get their attention while you guys get to the edge."

Cardin nodded. "If you sa-" The boy's eye widened before he leaped from his sitting position and tackled Ruby to the ground - who gave out a muted yelp at the action.

"Cardin what the heck?!" Ruby looked at her new friend angrily before shock went through her veins and robbed her body of heat. "CARDIN!"

There was a shadow with its jaws deep into the large boy's neck. Blood oozed out and dripped onto Ruby's nose, which trickled down her face. She tried to push his massive frame to the side so as to help, but the efforts were fruitless. After what felt like hours - though it passed in less than 10 seconds - two bright yellow beings that looked suspiciously like Sun grabbed the shadow and unhinged its jaws from Cardin. The three teammates of his lifted him off Ruby and to his feet.

While Russell and Sky attempted to stop their leader's bleeding, Dove turned to Sun. "You can harm them? How?"

"I don't know," said the Faunus, getting out of his Sun Wukong pose. "The only thing I do know is that my semblance clones can touch them though I personally can't."

"Who cares about that? We need to leave now!" Ruby rushed over to Cardin and wrapped her scarf around his neck to try and prevent him from bleeding out. Looking at the courtyard through the foliage, it seemed they had garnered some attention from some of the creatures gathered around. Looking at Cardin's pale, nearly unconscious face, Ruby made a choice. "I'm going. Get to the lower docks by any means necessary."

Then Ruby left the cover of the woods and ran into the opening, running past the large groups of shadows in a flurry of petals. True to what they had planned, the creatures took after her instantly with surprising speed. However, none could match her's. Looking over her shoulder, she saw that the others were slowly making their way towards the edge, though it was taking a long time with Cardin and Sage having to basically be carried.

And so Ruby led them farther and farther away, garnering more attention from every shadow in the area. To her horror, however, the overuse of her semblance was quickly tiring her out. It really had been a long day for everyone. Her included. She decided to make her way back towards the edge so as to have time to escape. Though as she started rounding the bend, the ground shifted and fell from beneath her feet.

Booooooom!

Dust and debris went everywhere as large fissures opened up left and right in the courtyard. A gust of wind blew past and threw the girl forward into the ground. She quickly scrambled to her feet so as to not be caught by the shadows, and kept running, not even pausing to turn around. As the world around her field of vision exploded and collapsed, Ruby couldn't help but wonder what could possibly be causing all of the dramatics.

/-/

"Holy shit! Y'all seeing this?!"

Sun expressed how they all felt, having seen Port suplex the Grimm Dragon out the sky while Oobleck burnt the wings to crisps. The fact its impact had not only killed the Dragon but also caused a minor earthquake was just the cherry on top of the awesome sundae.

"Keep running you idiot! Besides the shadows killing everyone now the whole place is coming down!" Shouted Sky, hightailing it like everyone one else as the courtyard shifted more and more, crumbling into the water below. Even half dead Cardin was running for his life and keeping pace with the others, going off pure instinct and adrenaline alone.

When they reached the edge, not a single one hesitated to jump over the side, deciding they'd figure out landing strategy before hitting the water.

/-/

Neptune, Fox, and Yatsuhashi, the only ones on deck, gaped in amazement. Fox had his scroll out filming the entire thing. Port just suplexed a Grimm Dragon through the courtyard. Looked like he'd even unintentionally caused half the cliff to crumble and landslide. Awesome as it was, this also sent several tons of rock headed their way.

"Hit the engines!" Yatsu ran to the controls and hit the power at full throttle. The little boat jetted across the channel at an impressive speed, nearly throwing Fox and Neptune over the side. Not even a second later, large chunks of rocks the size of Bullheads slashed into the water behind them, causing large tidal waves that could easily capsize the little ship.

Yang and Blake poked their heads out of the hatch to the lower deck. "What the Hell is going on?!"

The ship skirted along the edge of the sheer cliff walls on each side of the as Yatsuhashi desperately tried to keep the ship stable as more and more rubble came crashing down. "We're getting out of here before the valley comes down on our head."

"But what about-"

Yang was cut off when a ball of rose petals fell on the deck of the vehicle. Which was quickly followed by a blond-haired monkey Faunus, a dark-skinned man being held by two clones of said Faunus, three stooges, and the leader of said stooges - whose massive bulk damn near sunk the ship.

Yatsuhashi looked over his shoulder at the pile of squirming bodies. With them now mostly in the clear, he let off the throttle and let the ship rest. What a day. What a day.

"Yay! We made it!" Shouted Russell from underneath Cardin.

/-/

As the sun rose over Vale, most of the students present in the fight for Beacon were fast asleep. This including Weiss, Neptune, Sun, Sage, Dove, Skylark, and all of team Coffee. Many of which received quick job medical aid by Fox - a trained nurse - and then later proper medical care. The others were all either too wired to sleep or too scared.

Most of Vale's residential area had been cleared out and declared a safe zone. After arriving at one of the ports, the teachers remaining in Vale had found them pretty quick and herded them to safety. Adam hid in the lower area until the coast was clear to escape. Past that, no one knew, but they severely doubted he died. It was only after giving an account did the teachers finally leave them alone. Beacon was technically saved and monuments of Port would probably be put up later, however, for now, everyone rested.

"So, I think I'm going to hit the hay. Not sure how good it will be with these bandages itching like Hell," said Cardin, leaving the group standing outside. Before he could even begin to pick at the wound on his neck, a hand politely, but firmly, slapped his away.

"Don't do that. It's probably bad for you," muttered Ruby, who'd been sticking rather close to the large boy since leaving the war-zone. He raised an eyebrow but complied with a shrug. A shrug that left him blinking away tears at the pain. Ruby noticed and used it as an excuse. "Hey guys, I'm going to walk Cardin to his team's apartment. You know, in case there are Grimm."

"Wait, wait, Ruby. Not so fast," spoke Yang from her seated position on a bench. She stood up and walked up to Cardin, staring him hard in the eyes. "You saved my sister, right?"

"Ah- Well, I gu-"

He was cut off by Yang's lips hitting his in the most passionate filled 7 seconds of his life. When the buxom blond broke it off, she turned and walked right back to where she'd been sitting with Blake. Everyone present stared on in shock, except for Cardin of course, who no longer had the ability to think.

"Now he's all yours, sis."

"Y-Yang?!" Sputtered Ruby, face redder than her cloak, which Cardin still had.

"I'd do the same for Neptune but I already know Weiss will do the job better than me."

"YANG!"


A/N: And done. Alas, the scariest ending of all! Cardin getting the girls!? Arrrrg! Neptune and Weiss being together?! Truly a frightening idea to be sure.