Kakashi, Oobleck, Shikamaru, and Jiraiya all gathered around the faunus Grimm body that had been captured the day before. The Toad Sage was currently performing an autopsy on the creature, scanning it for any residual traces of the chakra Kakashi had reported about. He didn't find much, which he actually expected, his former teammate was very thorough; but what he did find was a series of small data chips.

"Those look like Atlas technology," Doctor Oobleck stated as he observed the small devices.

"I wouldn't bring your Scroll too close to them, for all we know, Orochimaru, or whoever he's working with, might have programmed them to infect other devices," Kakashi said, he didn't have too much experience with the snake Sannin, but he had heard, and read a lot on the man.

So far all they could tell was that a normal, live, male faunus, was somehow… corrupted to the point where they turned into a Grimm. But that still didn't explain the chakra it had used to control the beowolves around it. There was one thing that stood out, whoever this faunus used to be, had been tortured, a lot, before it turned into a Grimm.

***Break***

Eight teenagers were all collapsed on the ground, trying desperately to catch their breaths. The Green Beast of Konoha had decided to start the day off with a 'light run' followed by a 'mild workout'. What this meant for the Huntsmen and Huntresses in training was that they had to complete one hundred laps around the village, followed by calisthenics. Calisthenics included push-ups, sit-ups, pull-ups, squats, hand-stand push-ups, and several other exercises they didn't have names for, and they couldn't even count how many sets or repetitions they had to do. After all that, Gai wanted them to run wind sprints, without the aid of any semblances, for twenty minutes.

After all that, they were finally allowed to rest, all eight of them lying on their backs looking up at the sky. 'Huh, so this is why Shikamaru loves watching clouds, it's so… peaceful,' Yang thought as the white blobs drifted through the air far above them.

"I swear… that man… isn't… human…" Weiss complained, sprawled out on the grass alongside her teammates.

"I can't feel… my legs… or arms…" Ruby said, her eyes closed.

"Even… my shadow… hurts…" Blake said between gasps for air.

"Eh… it's not… that bad…" Yang replied, earning herself three exhausted glares.

"If I could… reach you… I would… hit you…" Weiss said.

Ruby and Blake shared the sentiment, both girls straining, momentarily, to reach the blonde before giving up.

Team JNPR wasn't fairing much better, they had more experience with Might Gai's training regimen, but they were still tired.

"Ok, it's time for round two!" Gai shouted a little too enthusiastically for the prone teenagers.

"That will have to wait until later Gai-sensei," Shikamaru interrupted, smirking at the sight before him. He had witnessed the aftermath of Might Gai's training sessions before, always fortunate to never have to participate in them. He moved between the two groups, handing out small, brown, edible balls. "These are Soldier pills, they'll help restore the energy you spent during your training," he said in response to Pyrrha's quizzical look.

"Ah, Shikamaru, have the others figured out the mystery behind that thing yet?" Gai responded.

"All we were able to confirm is that Orochimaru is behind it, and that he got his hands on technology from Atlas," the shadow user said with a sigh, his hands resting within his pockets.

"So, it is him then," Yang said, her tone serious, as she stood up, dusting herself off. She walked over to the tree where she had left her jacket and scarf, picking up the bottle of water she had there, taking a drink before picking up her clothes.

"Yes, it seems that purple chakra was some kind of technique he had been developing for years. Unfortunately, we don't know what it's supposed to do," Shikamaru stated, sitting under the tree while looking up at the clouds.

"Who is this Orochimaru?" Pyrrha asked, looking between the teenage shinobi and Yang.

"He's someone very bad," Yang said, looking out at the cliff face she had felt his chakra from the day before.

"He used to be a teammate of Jiraiya and Lady Tsunade," Shikamaru answered, really wishing he hadn't decided to quit smoking before this mission.

Just as everyone was collecting their things, Jiraiya, Kakashi and Oobleck appeared; it seemed that it was time to continue the mission.

"Ok, as you all already know, eight of the ten nests have been eradicated," Shikamaru began, kneeling to unroll a map of the surrounding area. The map had eight 'X' marks on it. "Team JNPR and Might Gai will head to the nest North-West of here, while Team RWBY and Kakashi Hatake head to the nest to the South-West," he explained, pointing out the locations on the map. "Jiraiya, Doctor Oobleck, and I will remain here, and coordinate both teams," he finished, checking his Scroll to make sure it showed the statuses of both teams.

"If you encounter any of those experimental Grimm, do not take them lightly," Jiraiya said, his arms folded.

"For the purposes of this mission, these Grimm will be referred to as abominations," Oobleck added.

"Right!" both teams sounded, Pyrrha and Yang meeting each other's gaze. The two smiled at each other before they turned and headed towards their targets.

***Break***

"How did your test go?" the sultry voice asked.

"It went pretty well; they managed to kill my pet, but I was able to gather quite a bit of valuable information," the Snake Sannin responded.

"Good," she replied simply.

"Let's see how they handle Phase Three," he said, pressing a button on his Scroll.

***Break***

Team JNPR had reached their nest; they took note of the Grimm composition. There were ten beowolves, four ursa, and two of the newly named abominations. Ren focused on the abominations in the middle of the nest, noticing the demonic feeling surrounding them. Looking towards his teammates, he nodded his head.

"Nora, create some chaos," Jaune started. "Pyrrha, you and I will move up, drawing their attention and keep them away from Nora. Ren, sneak up on one of the abominations and assassinate it," he finished, looking between each of his teammates, receiving nods of acknowledgement as each understood their part in the plan.

"I'll fight the other one," Gai said, getting his own nod from Jaune.

"Ok, go!" he called out, as his team set into motion.

Nora fired her grenade launcher, pelting the nest with orange and pink explosions. This drew the Grimm's attention as the first shot landed on a beowolf, killing it instantly; the rest of the Grimm scattered away from the explosions, turning to face the source.

Jaune and Pyrrha ran forward, shields in front blocking swipes before swinging their swords at the monsters.

Might Gai charged forward, landing a powerful kick into the neck of an ursa, snapping it instantly before the force threw the creature at another bowling it over. The Green Beast of Konoha became a blur of green as he kicked and punched his way towards his target, taking out several Grimm along the way.

Ren utilized his perfect control over his aura to essentially vanish from their sight like a ghost, slipping between the beowolf ranks with ease.

Jaune pushed forward while Pyrrha took a knee, switching her weapon into its rifle form, and took aim at the Grimm occupied with her team leader. Seeing an ursa about to claw Jaune's blind spot, she used her semblance to pull him backwards by his armor. Once the bear's swipe had missed, she returned her weapon to sword form, dashing forward and liberating the arm from the Grimm as Jaune turned to impale the beast's chest.

One by one the Grimm fell, and once their forces were cut down to a quarter, Nora ceased her bombardment and switched her weapon to hammer form, joining her teammates in the melee.

Finally reaching his target, Gai squared off against his target, settling himself into his fighting stance; his left foot in front, his body half turned, right arm behind his back, and left arm held out towards his enemy, hand open with his weight balanced more on his slightly bent right leg. His target, a human female Grimm, mimicked his pose, a move that intrigued the Konoha Jounin.

Another ursa fell under the power of Nora's hammer as Pyrrha forced the bear's defenses open, giving the orange haired girl a straight shot at its head.

With the battle focused away from him, Ren slipped behind his target; he knew his window to strike was limited. In order to assassinate his target, he would have to focus his aura into his hands, and release the energy into his target like a spike; the downside being that focusing that much aura would draw the abomination's attention.

Pyrrha, Jaune, and Nora had cleaned up the last of the Grimm, and turned to focus on the abomination, a female faunus Grimm with deer antlers, wielding twin, bone-like swords.

Gai and his target had traded a few test blows, each gaging the other. Smiling at his opponent, the Green Beast decided to end the fight quickly, spinning around to deliver a powerful kick, with his left foot, to the creature's head. The abomination ducked under the attack, moving forward to deliver an uppercut to his jaw. Gai continued his rotation, bringing his right leg up to crash against the abomination's head, sending the creature tumbling along the ground. Not letting up his assault, Gai rushed over, performing a front flip while aiming a heal strike at the creature's skull, intending to crush it quickly. The abomination rolled out of the way before sweeping its legs out, tripping up the jounin. The beast continued its rotation, spinning up into a standing position, while using that momentum to aim and deliver a fist to Gai's head. Before he landed on the group, Gai panted his hand and twisted his body, angling his foot upwards. With a thrust, he delivered a powerful kick to the abomination, sending it skyward. Gai leapt up after his enemy, appearing behind it as he wrapped his arms around the Grimm. Shifting his body weight, Gai sent the two into a rapid spin, aiming their heads at the ground. Their spinning forms impacted the ground together, with Gai leaping away at the last moment; the Grimm was left unmoving in a sizable crater.

Pyrrha and Jaune took point, both focusing on blocking and parrying one of the abomination's blades each. Normally Pyrrha would have taken the creature on herself, but the report from Team RWBY stated that these things were not to be taken lightly. The duo charged, shield first, into the Grimm, throwing it off balance before dodging back as Nora leapt over them, hammer poised to drive the abomination into the ground like a railroad spike. The creature dodged backwards, stopping just in front of Ren who had finished gathering his aura into his hands. As the Grimm came to a stop, it felt a spike of aura from behind, unable to turn when a pair of gloved hands grabbed hold of its head. Releasing the pent up aura, the abomination's head was crushed instantly. Ren leapt backwards, the entire team watching the now headless body as it collapsed to the ground; none lowering their guard until it started to dissipate. They all let out a collective sigh of relief as its body began to disappear.

Gai's target started to fade away as he looked on; most of its limbs, including its neck were bent at completely wrong angles. He turned to face Team JNPR, proud to see that their enemy had been felled as well.

With their objective complete, the group of five turned to head back to where Jiraiya, Shikamaru, and Oobleck were camped.

***Break***

Team RWBY had found their nest, the Grimm composed of two ursa majors, six beowolves, four creeps, a deathstalker, and three abominations.

"Speed Demon," Ruby called out, Yang stepping forward while Weiss charged up her haste glyph on the blonde. Once the speed boost was completed, the brawler shot forward, charging the ursa major on the right, unloading a shotgun punch to its gut, sending the large beast reeling backwards; as its partner turned to swipe at her, the girl dodged to the side, pressing with her attack on the large bear.

"Shock Rose," came the second call, Weiss summoning a shock dust glyph while Ruby fired through it, sending a lightning powered sniper round down range. While the ursa major on the left was distracted with her sister, Ruby's dust enhanced bullet pierced its thick skull, killing the beast instantly.

Kakashi leapt up into the air, his sharingan eye exposed as he quickly wove through several hand signs, sending forth three large fire balls to bombard the Grimm nest, killing all of the creeps on impact.

A shotgun upper cut lifted Yang's current target off the ground, its ascent cut short as she appeared above the creature, driving another shotgun punch into its chest, sending the beast flying towards the pack of beowolves. The smaller Grimm scattered as the bear impacted the ground; the large bear's chest having caved in from the blow.

"Ladybug," the third cry from the team leader sent Ruby and Blake forward, slicing up the displaced beowolves each fading away as their bodies were diced into Grimm cutlets.

As she landed on the ground, Yang was forced onto the defensive, the deathstalker swinging its pincers at the blonde huntress-in-training. The brawler was able to block the oversized scorpion's attacks with relative ease, having to dance away from the stinger when it lunged at her.

"Checkmate," the call had Weiss launching Blake at the death stalker, her rotation allowing her to cut the joint connecting the stinger to the tail. As the golden stinger started to fall, Blake set her feet against it, jumping off to force it downward onto the deathstalker's body.

"Iceflower," Weiss summoned a frost glyph, Ruby shooting through it, the shots impacting the deathstalker's pincers and encasing them in ice. Seeing the opportunity open up, Yang jumped up, driving her shotgun punch into the stinger, forcing it into the Grimm's head.

With all the other Grimm defeated, all that was left were the three abominations. The one on the left, a male cat faunus with two bone claws protruding from its wrists; the middle, a short female human with a scourge, a long whip with spikes along the length; the right, a large male human with an equally large club.

Kakashi crossed his fingers, summoning four shadow clones, the five of them charging at the abomination on the right.

Yang and Ruby fired several burn dust rounds at the abomination in the middle, they watched its movements as it dodged from side to side; it looked like it was dancing around the attacks.

Blake fired her Gambol Shroud in its pistol form at the left Grimm, Weiss matching the move by unleashing blasts of fire, ice, and lightning; they watched as it took the assault, any damage taken healing back quickly.

Kakashi and his clones bombarded the large abomination with a slew of elemental attacks, searching for any kind of weakness; the Grimm seemingly unaffected by his assault. With a swing of that massive club, two of Kakashi's clones were dispelled; he would need something much stronger to pierce its thick skin.

Yang made several attempts to close the gap between her and her target, but that damned whip kept her at bay; Ruby wasn't fairing much better, even with her semblance.

The faunus Grimm charged at the monochromatic pair, forcing them to dodge out of the way as it attacked with a ferocity unmatched by any Grimm they had encountered.

Yang looked over at Kakashi, nodding at the unspoken words. "Crossfire!" she called out, making a short hop as Ruby spun around, bringing her scythe under the blonde's feet. With a blast of her sniper scythe, Ruby spun the weapon faster, launching her sister at the abomination on the right, her fist reared back; as she got within reach, the blonde threw her fist out in a right cross, the shotgun blast knocking the large Grimm off balance. Kakashi took the opportunity to charge his Rasengan, slamming it into the creature's chest, watching as the attack exploded a hole in the abomination's torso.

With one down, Yang launched Kakashi at the middle enemy, the scarecrow shinobi substituting in rocks and logs to take the would-be fatal blows from the scourge. Suddenly, a fist shrouded in blue lightning erupted from the smaller Grimm's chest. To his surprise, the abomination moved away from him, the attack had gone right through its body as if it weren't there. Kakashi had to jump away as the scourge came back around, striking the place he stood a moment later. His sharingan caught the fluctuation in her chakra patterns, they had disappeared when he struck, like she had phased through his attack.

Seeing Blake and Weiss in trouble from the feral abomination, Yang charged the creature, blindsiding it and sending it tumbling away. After it came to a stop, the Grimm regained its footing, glaring at the new threat. "Help Ruby and Kakashi… this one is mine," she said to her teammates, squaring off against the cat faunus Grimm. Each swipe of its claws was easily blocked and parried by the blonde's gauntlets, she retaliated with punches; the creature took each of the attacks, regenerating the damage back.

The two girls joined their leader and Kakashi, waiting for their next move.

"Keep it occupied," Kakashi told Ruby and Blake, taking Weiss back a few feet, there was an idea he wanted to try out.

Blake advanced, using her shadow semblance to change her trajectory to evade the scourge as it slashed at her location; Ruby provided cover fire.

Yang had taken a few light scratches from the abomination she was fighting, nothing major, but it was still fuel for her semblance, her hair glowing and her eyes a deep burgundy. The two clashed again and again, neither one gaining much ground over the other, any damage inflicted was healed back. The Grimm made a swipe for her head, she dodged out of the way; suddenly she saw a lock of golden hair falling slowly towards the ground… no one touches her hair. Her vision washed over in red as her power exploded out from her body. Her opponent was unable to lay a finger on her now, but her punches and kicks came faster, and with more force, the abomination's healing factor barely keeping up with the wrath brought down upon it.

Kakashi and Weiss stood up, preparing to launch their attack. Ruby and Blake retreated from their assault, standing back as the copy shinobi threw a kunai forward, his hands together; with his chakra pulse, the flying dagger multiplied, raining down on the dancing Grimm. As the projectiles impacted around the abomination, they started to explode, kicking up dirt and debris. With the target obscured, Kakashi leapt up high, throwing another kunai at where his sharingan showed the Grimm to be. As the dagger passed through its body, the weapon exploded in a flurry of frost dust infused with Weiss's aura; when the smoke cleared the abomination was encased in ice. Weiss summoned a fire glyph; Ruby swung her scythe through it, adding the flaming aura to its blade. Dashing forward, Ruby cut the iced Grimm in half, killing it.

Despite her fury, Yang was unable to kill the faunus abomination; she was beating it sure, but she couldn't kill it. 'Vixen,' the Kyubi whispered in her ear. 'Aura disperses chakra, you need to hit that thing with an aura attack,' he finished. As she fought, she struggled to think of any form of aura attack she could use. Finally her mind settled on something she had seen Kakashi use several times. Unleashing a powerful punch, she knocked the abomination away from her, giving herself time to focus while it regenerated. Retracting the gauntlet on her right arm, she focused her aura there; she really wished she had Ren's level of control right now. As the golden flames danced over her hand, she focused on rotating them, spinning them into a ball. It took tremendous concentration, way more than she expected. The ball exploded in her hand, the blinding flash shocking the abomination back.

Now that two of the three abominations were dead, Kakashi was able to watch Yang's fight. He had seen her try to form what looked like a rasengan with her aura, but she lacked the control necessary. He ran over to the blonde, if she was willing to try something that risky in the middle of a fight, it was probably the only thing that would work. "Hold it back!" he shouted to the other members of Team RWBY, the three girls jumping in and keeping the creature's attention. Placing his hands over Yang's, he looked her in the eyes, "You supply the aura, I'll shape it," he said, getting a smile and a nod from the girl.

Pushing even more aura into her hand, she saw Kakashi's focus go to the golden flames. Soon they started to spin, faster and faster, growing denser with each rotation. "Now, wrap a thin layer around the ball, just enough to keep the shape," he told her, watching as she tried to picture what he wanted her to do. Soon the ball of spinning, golden, flaming aura was complete, and Kakashi removed his hands leaving it to Yang to deliver the blow.

Seeing that her sister was ready, Ruby ordered an ice attack to hold the abomination in place.

With her target locked down, Yang charged forward, pushing the attack ahead of her, just as she'd seen Kakashi do. When the ball impacted the Grimm, she pushed the ball away, letting go of it as she jumped backwards. What happened next, Yang would brag about for years; the ball of aura exploded in all its fiery golden glory; all traces of the Grimm were gone. With the fight over, Yang released her semblance, her hair and eyes returning to normal; she plopped down onto the ground, exhausted from the battle.

"Yang! That. Was. AWESOME!" Ruby cried as she landed in her sister's lap. The little red clad girl was firing off a million questions a minute, and all Yang could do was laugh and smile. Weiss walked over, grabbing her partner by the hood and dragged her off of the blonde, "Nice work Yang," the Schnee Heiress said, earning a smile from the brawler.

The five turned their heads to see Team JNPR, Gai, Jiraiya, Oobleck, and Shikamaru walk up to them.

"You guys finish off your nest too?" Yang said, looking up at Pyrrha, who responded with a tired smile and a nod. "Good, that means it's time to head back to the village right?" she asked, her response was a collection of nods and yawns.

***Break***

The group soon found themselves back at the inn; a good meal had helped to restore their spent aura reserves. Soon Team RWBY was getting ready for bed, Ruby and Weiss already asleep, the two laying back to back. Yang and Blake however had fallen asleep in each other's arms; Team JNPR was split between two rooms, Jaune, Ren, and Shikamaru in one, with Pyrrha and Nora in another; the hotel had rules against putting unmarried boys and girls in the same room together.

***Break***

Sinister, amber, eyes poured over the information gathered on the Scroll; his latest experiments had been defeated, but they had given him so much knowledge. Soon they would be ready to impliment phase four.

"Orochimaru," a deep, sultry voice floated through the dimly lit laboratory; arms wrapped around his neck as soft kisses were placed along his sharp jawline. "Come to bed, we can work on this in the morning," the raven haired woman said, her own amber eyes promising certain... activities. Cinder Fall's crimson silk clad form grasped the snake sannin's hand, leading him to the bed that they shared, discarding her robe to leave her porcelain skin bare for his eyes to feast upon. She laid back on the bed, pulling him ontop of her, their lips meeting in a passionate kiss.

***Break***

"Are you sure he said he wanted this one brought to him already dead?" the mint green haired girl asked, somewhat uncomfortable with their task at hand. Killing a traitor who was planning to abandon the White Fang's operations was one thing; killing a civilian whose only crime was choosing to live in a peaceful village outside the kingdom was another.

"That's what Cinder said," the silver haired boy responded, despite his cool, bored demeanor, was also having issues with their orders.

"He always wanted them alive," she started. "Why is this time different?" she asked, not expecting to get an answer from her partner.

Their target was in sight, a single man in his early twenties, walking down the street late at night. By the way he was staggering it was obvious he was on his way home from the bar many of the miners frequented after a long day's work. Emerald dropped down from the low roof that they were perched on, sliding up behind the man as he neared the door to his house.

Mercury stayed on the roof tops, keeping watch for anything, or anyone that might make their job harder. From their questioning around town, they found that this man was single, and lived alone; he was the kind of man no one would miss.

As the man's keys slid into the lock on the door, Emerald drew her weapons, the scythe-blade locking into place silently. It would be quick, she told herself; it would be easy, no one would know. The door to the old, rundown apartment opened slowly as her blade drew across his throat his blood spilling from the cut. Emerald looked up, just in time to see a tiny pair of sleepy eyes stare up at her, at them. Red eyes widened as the realization hit her, she had just orphaned a little girl; her body froze at that thought.

Seeing his partner lock up, Mercury dropped down, keeping his back to the residence; he knew that whatever was inside would likely have the same effect on him. The silver clad teen grabbed his partner and their target, spiriting them away into the night.

That sight would be burned into her memory for a long time; the sight of a little girl, couldn't be older than three or four years old, witnessing her kill her father. The look of fear and confusion in those innocent, blue eyes would haunt her dreams.