Chapter 12

San landed lightly on the branch. The woods outside of Vale were home to massive conifers and oaks, making travelling by leaping from branch to bough an entirely viable method of travel. That was Shadow's preferred way to cover ground, it allowed you to bypass land based Grimm, fliers usually don't descend into the canopy much, and it let you survey the terrain better. When they had ventured into the Shadow Lands, they stayed in the trees as much as possible. If that hadn't been an option they would have lasted half as long, if that.

Argos, who had been leading the pack, signaled a halt. A quick few hand signals beckoned the rest to join him on his perch. Shadow had been advancing in a diamond formation. Argos' sharp eyes made him an obvious choice for point man and him being the slowest and first to tire meant another leader might set a pace he couldn't match. Will's sharp senses and San's intuition were best suited in the flank positions, while Dom's throwing knives could be used to provide snap support to any of the front runners who came under attack.

"I got something." Argos pointed to the northeast. San squinted in that direction, seeing nothing.

"Our target?"

Argos just shrugged. "Maybe. Whatever it is, it has a metric ton of Aura."

"Worth looking into." San waved him forward. With a specific target, the diamond formation shrunk inward into a tighter group. They advanced in silence until Argos again called them to a stop.

"Down there." His hushed voice issued over their radios. San craned his head to look, this time seeing their prey. A lone young man was sitting on a rock in a clearing. He outwardly looked to be an ordinary person, aside from his scruffy appearance. He was dressed in tattered clothes with long black hair that fell around his shoulders and generally looked as though he hadn't bathed in weeks, or longer. But San's instincts whispered a warning. If nothing else, they were deep in Grimm territory now, an ordinary person would have been long dead. "He's got more than twice the Aura of anyone I've ever seen; pretty sure this is our guy."

"So how do we play this?" Dom asked, hopping over to near the front of the formation.

"We try talking, but be ready to move in. Argos, you're up." San issued his orders crisply. Argos nodded his assent and leapt off through the trees, circling the clearing. When he was nearly halfway around the clearing he dropped down to the forest floor. Ideally, Subject Alpha wouldn't be hostile but if he was approaching from a different direction than where the rest of them were waiting was a wise precaution.

The young man looked up as Argos landed about twenty feet away from him. He didn't react beyond sullenly staring at the Huntsman with narrowed eyes. Argos straightened into his full height, his spear resting over a shoulder in a way that looked harmless. "Hello there."

There was no response, just more staring. Argos waited, but the other man seemed content to stare at him all day. He shifted awkwardly before trying again. "You mind telling me what it is you're doing out here? You're pretty deep into Grimm turf; it's not very safe around here."

Again, there was a very long silence. Argos sighed. "Fine then, I'll just come right out and ask. Are you Subject Alpha?"

This time the reaction was instantaneous. Subject Alpha lunged at Argos, his face twisted in rage and claws bursting from his fingertips. San had seen Faunus with retractable claws before, but never any that could compare to these. They were each nearly a foot long and razor sharp. Argos' spear slid off his shoulder into a defensive position, knocking away the first swipe and coming around to block the second.

Without so much as a word, the rest of Shadow Squad was already deploying. They moved with oiled precision, the result of years of training and experience. Will kicked a hard ball of air into Subject Alpha's chest, throwing him backwards and into San's path. San slashed at the tumbling man's legs as he passed him. Blood sprayed into the air.

San stared confused as Subject Alpha dropped, his legs with deep wounds in them from where San's sword had connected. It didn't make sense. If his sword had been deflected by Subject Alpha's Aura, that would have be only natural. Or if San had inflicted those wounds with his Semblance, which had the destructive power to penetrate even the immense defense that such a large amount of Aura could provide. But San had attacked only with an ordinary sword, and yet he had done serious damage.

A quick survey of the wounds confirmed it. San's sword had neatly hacked through most of the tendons on both of Subject Alpha's legs. He wouldn't be getting up any time soon; even if he wanted to he no longer had the muscles required to stand. It didn't matter how fearsome his transformation abilities were if he could only lay there on the ground. San couldn't help but feel disappointed; he had been expecting more of a fight.

"San!" Argos shouted a warning. San twisted, but was a step too slow and the fist clipped his side. He spun from the force of it and leapt back to gain some distance. His eyes widened at the sight of Subject Alpha on his feet, with the arm he had punched with now nearly the width of his torso. Subject Alpha roared like a Grimm and surged forward, claws once again sliding out of his fingers. San parried, the blows having far too much power behind them to outright block. Subject Alpha was fighting without the slightest bit of skill or form, but his brute force made him dangerous enough without them.

As San fought, his skills were dulled by his confusion. How can he be standing? San had been certain that the damage he did would have crippled him for the foreseeable future. As he dodged a kick, he spotted a smattering of scales covering his enemy's legs. I see, now I get it. A slash from Will that caught Subject Alpha across the cheek confirmed his theory when the wound closed in mere seconds, scales forming over it like a scab. Unlike a scab, they spread to cover the lower portions of his face.

Transformation is, in its most basic state, changing part of your body into a different state. That someone with that power could change damaged tissue to whole was only logical. More than that, Subject Alpha was learning from his injuries, covering the damaged areas to make the same attacks ineffective. A transformation Semblance of this quality made him almost invincible; short of destroying the brain, there was likely no way to inflict any lasting damage.

Still, that didn't mean they were helpless. San and Will both slipped behind the flailing arms and slashed the shoulders. Even if he regenerated immediately, Subject Alpha was still unable to use his arms for a few seconds. It was an opening large enough for Dom to rush in and deliver a sledgehammer-like punch to his scaled abdomen, throwing him back through the air into a tree.

"Tell me he can't do this indefinitely." San said as Subject Alpha effortlessly repaired the damage inflicted and bulked up another two feet and hundred pounds of muscle. The analytical part of his brain idly noted the way his blood sizzled and evaporated almost instantly, answering the question of why Azoth's scientists needed the actual man and hadn't just pumped out vats of his blood for their use. Argos shook his head.

"His Aura's been dropping, not a ton but this does take some effort for him."

San smirked. That made their course of action clear. "Then we run him into the ground. Stay clear of vital areas, I don't want his power to run dry right after having his throat cut."

This would be a dangerous battle. Subject Alpha could recover from every injury they inflicted and learn from them. The longer this took the more skilled and dangerous he would become. And San had a feeling that he had yet to really cut loose with the full range of his transformations as well.

While that was all true, there were two other truths here. The first was that this writhing, howling creature was undeniably a monster. The second was that before anything else, Shadow Squad existed to hunt monsters.

With another roar, Subject Alpha charged. Shadow Squad moved as one to meet him.

Weiss blinked away her drowsiness as the bullhead banked over a clearing. It was one of three, two carrying a pair of teams each and the third with the final team and some instructors. Weiss grumbled as she shifted in her seat, waiting for the bulkheads to open. She had needed more sleep than the brief nap she had gotten while they were in transit. Professor Goodwitch looked in from the cockpit. "We're touching down in 30 seconds, everyone be prepared."

Weiss unfastened her seat belt and rose along with her teammates. As promised, the bulkheads popped open less than a minute later. Weiss and the others hopped out, landing lightly from the twenty foot drop. While they said they were 'touching down,' conventional wisdom was that aircraft flying into Grimm territory never actually landed if it could be at all avoided. Far too many parties had their transportation damaged and been stranded to do otherwise. As the bullheads peeled away, Weiss surveyed the group.

With four teams of upper level students, six members of Beacon's faculty, and Team RWBY, this was easily the largest scale hunting expedition Weiss had ever been on. She was still a little surprised they had been allowed to go.

"You are not." Professor Goodwitch's declaration was immediate and absolute. "If half of what you've told us is true, then this mission will be far too dangerous."

Team RWBY had returned to Beacon and immediately gone to Professor Ozpin's office, still dragging the unconscious body of Dr. Daedalus between them. The doctor had been placed in a secure room and the four of them interrogated as to their behavior for the last few days. After relaying the story of Project Icarus, Ruby had asked when they were leaving to go find Subject Alpha.

"Come on!" Ruby said. "We've already taken on guys just as dangerous."

"Young lady, I would think twice about bragging about your flaunting of school rules." Goodwitch replied icily.

Ozpin watched the discussion over steepled fingers. He had said almost nothing since they had arrived, leaving the questions to Goodwitch. Weiss couldn't tell what thoughts were behind that even, level expression.

"Let them come." Weiss turned to Theron, who had been leaning against the wall since before they entered the office. He looked Ozpin in the eye. "They've come this far, an ending like this won't satisfy them. Who knows what kind of trouble they might get up to if you deny them their closure?" Weiss bristled at the words, but the look he gave the team was a fond one.

Ozpin sat in thought for what felt like an hour. Finally he nodded.

"Sir are you entirely sure this is wise?" Goodwitch asked in the 'you are making a mistake but I really don't want to call you on it' tone that so many people spoke to Weiss' father with.

"Quite sure. Team RWBY has the most experience in this matter, that experience will make them an asset on this mission. As a strictly observational role." He said, the last sentence aimed at them. "They will be in little danger in the rear. Understood?"

"Yes, sir." Weiss responded promptly, well ahead of her teammates more reluctant agreements.

Four professors each grouped with a team of upperclassmen to form four teams of searchers. Teams LQOR, MILK, WATR, and CVFY, were the teams with the best skills that were available at the time, so they were Ozpin's picks. Professor Goodwitch laid out a quick plan, using a grid based search pattern to comb the forest. "Each of the five search parties will relay their findings through these communicators." She passed out sets of radios.

"Five?" Ruby asked. "You're letting us go after all?"

"No." Goodwitch bluntly refused. If Weiss didn't know better, she might have said the teacher had enjoyed saying that a little.

"Then who's the last group?" Ruby asked with obvious confusion.

"I am." Theron Samia said with quiet confidence. It was only logical. He had the speed, experience, and combat abilities of any four Huntsmen or Huntresses, so he was entirely capable of acting as his own team.

"The four of you will be staying here until we have confirmed the target is subdued. Only then will we be rejoining the rest to await transport out." So Professor Goodwitch was going to be 'chaperoning' them after all. The inevitable objections from Weiss' teammates were cut off by a shout from Kevin of Team MILK.

"Contact! Beowolf pack, incoming!" Kevin warned while sighting down his rifle's scope. A touch unnecessary, the pack was already easily visible to the naked eye. They were about a hundred meters away, closing fast, and for a rough count Weiss would say around forty. No trouble for a group this large. But before they could ready their weapons, Theron stalled them with an upraised hand.

"If you don't mind, this would be a decent warmup."

He pulled what looked like a knife with an unusually long and thick hilt from an inner coat pocket. With a whirring noise the 'hilt' extended, into several marginally thinner sections. When it was finished, the 'knife' was a spear nearly as long as he was tall. Theron spun it lightly to test the balance then disappeared.

Normally, when someone moved faster than Weiss could keep track of, like Ruby using her Semblance, she still had a general idea of their direction and speed. Not here. As far as she could tell, Theron had just vanished like he'd never been there. Aside from the pile of dead Grimm ninety meters away, anyway. Theron smiled lightly as he compacted his spear and stowed it inside his jacket. The entire 'fight' had lasted maybe two seconds.

So this is what the world's greatest Huntsman is capable of. He obliterated a swarm of Grimm with speed solely from his muscles that even Ruby with her Semblance couldn't match. It was both impressive and disheartening. No matter how hard she trained herself, Weiss just couldn't see herself ever reaching that kind of power. He was truly exceptional, someone born with the gift of fighting ability who had honed it with years of training.

"Right," Theron said, as if he had just paused to tie his shoe rather than wipe out a mass of Grimm. "So we'll proceed with the area to the east, then northeast, and so on correct?"

"Essentially." Goodwitch nodded. "You can use your own discretion as to which direction."

"East works for me. Welp, time's a wasting people. Let's get this show on the road." Saying that, Theron set off into the woods at a run. The other teams fanned out into their search patterns and took off as well. Velvet paused long enough to give the team a sympathetic shrug, but soon enough they had disappeared into the underbrush.

What followed was twenty long minutes of them sitting around doing nothing. Yang plopped down on the ground, Ruby paced restlessly, Blake kept glancing into different parts of the woods. Goodwitch kept an eye on her scroll, keeping up with the search teams' progress as best she could. Weiss, long used to waiting, resigned herself to standing for hours. It would in all likelihood take that long for them to sweep this part of the forest and she would rather not get her combat skirt dirty sitting on the ground.

It was while she was standing there that she saw Blake's bow twitch. "Did you guys hear that?" The Faunus in hiding asked.

"Hear what?" Goodwitch asked, looking up from her scroll.

"It sounded like a roar… and a clang." Blake said, scanning the forest with narrowed eyes. She started and pointed to the west. "There it is again."

"I don't hear-" Goodwitch began before Ruby shouted over her.

"Let's move Team RWBY!" Ruby sprinted into the underbrush, Blake and Yang close behind. Weiss let out a long suffering sigh, ignored Goodwitch's orders to stop and come back, and used a glyph to shoot herself after her teammates. As they rocketed through the foliage, Weiss slowly began to hear something herself. There were definite roars and noises that did sound a lot like clangs. They burst into a clearing and the source of the sounds was revealed.

The roars were issuing from the two story tall scaled monstrosity howling and raging about. It had protrusions of what seemed like bone jutting out from its back, and the backs of its arms and legs. Its maw was filled with fangs nearly a foot long, its limbs bulged with muscle underneath its scales. It looked like a Grimm out of a child's nightmare, so many 'scary' features that the effect was rather spoiled and ended up looking overdone and silly.

The source of the clanging was the black figures that were dancing around the monster. It would flail at one and another would dart in and land a blow, the sheer force behind each strike enough to power through the scale armor and draw blood that sizzled away once it hit the air.

One of the dancing shadows glanced their way and began to make his way over. Goodwitch appeared beside Weiss, looking just a bit out of breath. "What in the world is that?" The professor asked, sound both awed and horrified.

"Our target." Sanguin replied as he approached. "What are you doing here?" He asked pointedly staring at Ruby and the rest of the team.

She ignored him, fixated on the creature. "That's Alpha?"

Sanguin nodded confirmation. "The full extent of his transformation ability is impressive."

Argos also disengaged and made his way over. "He's a stubborn bastard but we're wearing him down. Give us another five minutes or so and we'll have him."

"Shouldn't you be helping your teammates?" Yang asked, craning to watch the now understaffed Huntsmen battle.

"Nah, they got it." Argos turned around just in time to see Dom get hit by a foot the size of a refrigerator and go flying into a tree. He pulled himself off the ground, flung a knife that exploded off Subject Alpha's face, and ran back into the fray. "See, it's fine."

"I don't believe in leaving thing to chance." Goodwitch replied, gesturing with her crop and sending a splintered tree trunk hurtling towards the monster. It shattered on its head and only seemed to get its attention. Its eyes widened at the sight of all seven of them and it began to back away. What passed for its courage failed and it turned and ran for it.

"Don't let-" Goodwitch began before Argos shouted.

"Above!"

He and Sanguin tackled Goodwitch and Ruby out of the way of plummeting swords that imbedded themselves in the ground where the two had been standing, more swords striking where the duo themselves had been. Sanguin rose with his hand burning, but the blades jumped into the air out of his reach and withdrew into the canopy. Weiss remembered those hiltless swords from the prison, and their wielder.

"I should have known a surprise attack wouldn't work." There he was, perched on a branch in a massive oak, looking down on them. "Being observant is about all you have going for you, after all."

"Which is a problem for you. Sneak attacks are all you having going for you." Argos replied. Suddenly Dom and Will were standing beside him and Sanguin, all four glaring up at the smirking young man. Mordred himself was joined by his two teammates on the branch. The duo wordlessly dropped down to the forest floor, Lance becoming surrounded by clones as he fell.

"I'll give you one chance to just back away." The spearman said and his brawler friend clanked her gauntlets together.

"Sorry, we've put a little too much effort into putting that bastard down to let you guys just swoop in." Argos answered glibly while Sanguin murmured orders.

"Argos, Dom, go after it. Will, you're with me."

"I want you girls to follow them." Goodwitch was saying. "We'll hold these thugs off."

"What, you're fighting too?" Sanguin asked in a rare bit of levity as the line of clones readied their weapons. Up above them all, Mordred had a sinister smirk plastered on his face.

"This time I'm taking your head, you little bastard." He flexed his fingers and his swords rained down at them. As Weiss dodged, she realized the truth. The blades hadn't been aimed at the group, they had all shot towards Sanguin. He swept a hand in front of himself and sent a wave of crimson energy flying to meet them. The swords all slid out of the way but stopped in the air anyway; Mordred leaping from his perch as the crescent slashed through the branch where he had been standing being the likely reason why.

As the line of clones charged, Goodwitch looked back at Weiss and her teammates. "Quit dawdling and get going!" She raised her crop and deflected a trio of blades while waving them away with her other hand. Weiss turned to her leader. Orders were orders, but in battle she had learned to trust the younger girl's judgement. Ruby decided quickly.

"Yang, you and Blake go help Dom! Weiss, we're gonna help here!"

"Right!" Yang and Blake broke away and sprinted in the direction of the receding howls and sounds of smashing trees. Weiss hefted her rapier, checking the Dust setting before stepping up to cover Goodwitch's flank. The teacher let out an aggrieved sigh before turning back to their enemies. She may be too busy now, a small voice reminded Weiss from inside her head, but after this is over you're going to get in such trouble for this. Oh well. It couldn't be helped, really. Her leader had given her orders, after all.

The battle lines had shifted somewhat while she had been distracted. Will was holding his own against a pack of clones while Sanguin, who had that unnerving smile of his back, was facing off against Morgan. Like back in the warehouse, he was landing long, sliding slashes across her body to shave away her Aura. Morgan's heavy gauntlets were too slow to catch the nimble swordsman and her expression grew increasingly frantic as he continued to slash at her. Finally, she slammed her fist into the ground and a shockwave blew a crater in the dirt, knocking Sanguin back. Before he could resume his assault he was surrounded by clones.

Weiss heard the sound of Crescent Rose firing and kicked herself for getting distracted. Ruby was shooting up at Mordred, who was defending himself with a wall of half of his swords. The other half was being gripped by Professor Goodwitch's purple energy, twitching as they struggled. Will leapt up to the branch and a pair of the swords in the wall flew to him. He deflected them but they simply pivoted in midair and raced at him again.

Back on the ground, Morgan was rushing the trio of Huntresses. Weiss shot off a glyph, Myrtenaster at the ready. The rogue Huntress didn't even bother to block or evade, letting the blade scrape off her Aura. She drew back a massive metal fist and Weiss had been too committed to the attack to dodge. The punch hammered her into the ground. Weiss felt like her skeleton had rattled from the impact and she could taste blood. She didn't need to consult her scroll to know her Aura had been almost completely drained.

She groggily lifted her head at what sounded like shattering glass. Flecks of purple scattered from the broken shield Goodwitch had erected. The impact had been enough to throw the woman to the ground, where she lay unmoving. As Weiss pulled herself to her feet, Ruby spun Crescent Rose but the scythe clanged off a gauntlet. Its twin swung around and caught the team captain in the stomach.

Ruby, somehow, had managed to keep standing, a testament to the younger girl's resilience. She still looked as though she had been hit by a van, though. She wasn't in any shape to fight anymore, an assessment Morgan seemed to reach as well. Instead of a more elaborate attack, she simply backhanded the scythe wielder into the ground.

Weiss scoped up her sword, but Morgan didn't seem interested in the two of them anymore. Instead, her eyes were fixed on Professor Goodwitch as the woman stirred. Morgan took a few quick strides in the professor's direction, only to flinch to the side as a gunshot rang out. A line of red ran down her arm from the cut in her shoulder where the round had only grazed her. Morgan glared daggers down at Ruby, who had compacted her weapon into its rifle mode so she could use it from the ground. The rogue Huntress stalked forward. Ruby tried to bring the rifle around but a foot pinned it to the ground. Morgan raised her massive hands over her head.

Weiss lunged forward, propelled by a glyph. She'd make it. The alternative wasn't acceptable. So she would make it. The world had slowed to a crawl but she was still too slow. A second glyph made her even faster. The hands began to descend.

Myrtenaster turned red as it pierced flesh.

The noises of the battling around them dulled. Morgan looked down at the steel embedded in her chest. Gently, she tapped the rapier's hilt with a gauntleted finger. "Huh."

Then she coughed blood into Weiss' face. Weiss watched her collapse expectantly, as if Morgan was going to get right back up again. The part of her brain that was still thinking suggested that she should probably retrieve Myrtenaster.

"Morgan!"

A line of wood slammed into the side of Weiss' head. She tasted dirt and looked up through bleary eyes to see someone in black scooping up the prone Huntress and running away. Other people in black converged on them, metal flashed in the midday sun. Her eyelids felt extremely heavy, Weiss let them fall shut just for a few seconds before she'd get up and back into the fray.

Distantly she heard someone calling her name. She cracked open an eye to see Ruby hovering over her concernedly. Weiss repressed a sigh. She took a pair of blows that could have caved in her ribcage and Ruby was first concerned with someone else. Her partner took consideration to almost objectionable levels sometimes.

Weiss gingerly picked herself off the ground. Yang, Blake and the four members of Shadow squad were all clustered around a body lying on the forest floor. There was no sign of Phantom squad, aside from two pieces of a broken sword embedded in a tree. Assuming the body everyone was gathered around was Subject Alpha, that would make their mission here a complete success. Except for the fact she lost Myrtenaster, of course. Her mouth curled into a frown at the thought. She could replace the rapier easily enough, but she had gotten attached to that piece of sharpened metal after all, despite Weiss' initial dismissiveness of her tutor's claims she would.

"Uh, Weiss?" She turned to see Ruby and Goodwitch looking at her strangely.

"What?" Ruby fidgeted, looking from her face to the ground and back again. She clearly wanted to say something but seemed to be having a hard time finding the words. After the silence had stretched into the realm of awkwardness, Goodwitch held out a handkerchief. Weiss stared at it in confusion, was this supposed to be a consolation for losing Myrtenaster? A few long seconds later and the professor stepped forward and, with a gentleness that surprised Weiss, dabbed her face.

The handkerchief came away crimson. Oh, that's right. Her blood got on me. Reminded, Weiss began to clean her face with her sleeve, but paused to consider she didn't want to get her clothing dirty. She decided to let it be, it wasn't a big deal. "Shouldn't we call in the other teams?"

"We already did." Goodwitch replied. As if on cue, a bullhead roared overhead. She crisply issued orders. "Let's get our target loaded up and be gone from here." For some reason, she seemed to glance back at Weiss. "I'd like to get us back to Beacon."

AN:This chapter, man. I've been waiting to get to this one for a while. The battle with a monstrous creature in the woods was the first thing I visualized the characters that became Shadow Squad doing. In hindsight I think I spent too little time on the last chapter in my haste to get to this one.

As an aside, I know that strictly speaking bullheads don't seem to have seats, but that's a stupid design for a people carrier so I'm ignoring that.

Random backstory time: Umbra Academy has a public ranking system for its students, like the ones anime has told me Japanese schools have. A year before our story, the highest ranked fourth year (Mordred) challenged the highest ranked third year (Sanguin) to a duel and lost. As a result, San took his spot as the top student in the academy. Mordred has held a grudge ever since and unlike his two teammates, who were quietly terrified of the idea that Woden would send Sanguin after them, has been looking forward to a chance to settle the score.

As always, thanks for reading and drop a review if you spot an error or just have some criticism for me. I appreciate it, and I'll see you guys next time.