I've had this idea for a while, and thought that now was better than never to write it.

This is a RWBY AU set to the Avengers, though it's not in the Marvel Universe, at all, which is why it's not a crossover. The RWBY characters will be the counterparts of the Avengers cast. This will make more sense once chapter two comes out.

So I think it's pretty obvious that the only thing I own is this story, and my time writing it, and my time fighting Word.

The agents of B.E.A.C.O.N. practically dove for the walls when they saw Agent Glynda Goodwitch walking – striding – down the halls. While it seemed overdramatic for them to do such a thing, they were justified for their actions; the look on her face would make anyone run for cover. Glynda was a top agent, and could kill a person in less than 5 seconds, so it was for the safety of the other agents to just get the hell out of her way.

Clutching the holographic tablet in her hand tightly, she came to a stop in front of a door and knocked on it curtly. When it didn't open, and when she didn't hear a response, she entered in her passcode on the keypad on the side of the door and got it to override, opening the door for her.

"Director Ozpin, this is rather important," Glynda stated when she entered.

"Of course it is," Ozpin stated, not looking up at her entrance, "that's the only reason you are here."

"This is serious sir," Glynda responded in exasperation. "The Mistral Region has been hit by the G.R.I.M.M. once more."

"Yes, I know," Ozpin answered, continuing to look at the tablet sitting before him on his desk.

"Sir-" she stopped herself when she saw the tablet he was looking at. She released a quite groan. "Sir, you know the Hunter Initiative was disbanded four years ago by the Council. Why are you looking through it now?"

"Because the Council was wrong," he responded. "The world will always need heroes. G.R.I.M.M. is only proving my point."

Glynda resisted the urge to roll her eyes and instead reached out and took the tablet from off of the desk. Ozpin looked up at her from behind his small glasses. Staring down at him, she placed her tablet down, replacing his.

"Sir, the Hunter Initiative was determined to fail from the start. We need to focus on the here and now," Glynda responded. "The Mistral Region has been hit, and is teeming with those awful experiments that Torchwick has been working on. I suggest sending in Agents Beauty and Beast."

"Blake and Adam?" Ozpin questioned. "Don't you think they're a little more experienced for the situation?"

"You mean the situation of removing the experiments from hurting more innocent civilians?" Glynda questioned. "No, I think they'll be enough for the place."

Ozpin chuckled and nodded. He hit the communicator on his desk.

"Agent Port, send out Agents Blake and Adam to the Mistral Region," Ozpin ordered.

"Right away sir!" Peter Port responded on the other end before the line was broken.

Ozpin raised his eyebrows expectantly at his right-hand woman. She just glared at him, looking very unimpressed. The two really were an odd combo.

"Sir, you gave them the codenames Beauty and Beast when they were assigned, and yet you don't use them," Glynda stated.

"That's right."

"Care to explain why?"

"Because as the director of B.E.A.C.O.N., I don't have to use their codenames if I don't wish to."

Glynda sighed, and if it wasn't for the fact that she knew the director personally, she'd swear he was a child trapped in an adult's body. The communicator buzzed to life, demanding attention from the two occupants.

"Sir, Mister Lie Ren and his guest are waiting for you in Conference Room 619-B," Peter relayed.

"Thank you Agent Port. Tell them I shall be there soon," Ozpin answered, turning of the communicator.

He stood up and took the tablet off his desk, handing it back to its owner.

"Do you wish to accompany me to meet our guests?" Ozpin asked.

Glynda rolled her eyes but followed him as they exited the room. The conference room was two levels above them, so they would be there shortly.

"Sir, who is this guest that Mister Lie has brought with him?" Glynda asked.

"Miss Valkyrie, if I'm correct," Ozpin answered.

Glynda snapped her neck in his direction, giving him a glare so powerful a lesser human being would have been put up in flames. Ozpin was rather aloof to the death stare.

"Sir, is it smart to have Valkyrie on the Airship?" she questioned.

"Why would you think there was any danger?" he retorted.

"Sir, she's a Class Level A, and with her war hammer-"

"She has been running around as a vigilante under the hero name Valkyrie," Ozpin interrupted.

"And she was on your recruitment roster," Glynda added.

"And?"

"If the Council found out you were going against their explicit orders-"

"Orders are meant to be broken when it comes to the safety of Vytal," Ozpin countered as they entered the turbo lift. "Wouldn't you agree?"

Glynda bristled a little at the question, but she remained silent. She couldn't really argue with the safety part of it, no matter how much she was against it. They continued the trek in silence, before arriving at the conference room. Inside, they found Ren sitting down, having a conversation with Peter while Nora had her face glued to the window, staring at the endless sky before her. She didn't even bother to look when Ozpin and Glynda stepped in.

"Hello Mister Lie," Ozpin greeted.

"Hello Director Ozpin," Ren greeted with a brief nod. "Can I ask why I was called here?"

"Yes. Are you aware of the Aura Cube discovered several decades ago?" Ozpin asked, walking over to the conference table and taking a seat.

"You mean off the shores of Patch?" Ren asked for clarification. When he saw Ozpin nod, he continued with, "Yes. It's been my study for it. I've written several papers about it and the effects the Aura Cube had during the Great War and after. Including it's use in society today and how it, combined with Dust, affected many citizens of Vytal."

"Ren knows all about that Cube thing!" Nora spoke up, acknowledging the other occupants in the room. She rushed over and practically tackled Ren from behind. "It's been his obsession!"

"Thank you for telling them that Nora," Ren commented dryly.

"You're welcome," Nora responded back.

"Can I guess that you need me for this Cube?" Ren asked.

"Yes," Ozpin answered, folding his hands. "We want you to destroy it."

Ren's eyes widened only a fraction.

"Why would you want it destroyed? It's already been proven to be beneficial to society, even if it did cause some side-effects."

"While it may be beneficial, it's also very dangerous," Ozpin answered. "In our view, it is the greatest source of power, and destruction. In this case, the pros do not outweigh the cons. It was why B.E.A.C.O.N. took it and hid it away several years ago."

"I see. And you picked me because...?"

"You are the only one on Vytal capable of handling the Cube without getting yourself killed," Ozpin answered. "And believe me, many before you have attempted to rid it themselves."

Ren nodded, understanding what Ozpin meant.

"Where is it currently?" the younger man questioned.

"Hidden," Ozpin responded. "It's been traveling from location to location to keep it out of the hands of groups like G.R.I.M.M.. However, I feel he is getting closer to nabbing it, and if he does..."

"Then Vytal is practically wiped out," Ren responded.

"Exactly," Ozpin nodded.

"That sounds really bad," Nora commented, looking surprisingly serious.

"It is, which is why I asked you to help be his bodyguard while he rids the world of it," Ozpin said, directing his gaze on the red head.

Nora saluted, standing tall with her shoulders back.

"You can count on me. Valkyrie is on the case!" Nora stated before she broke into a grin.

Ren sighed lightly and shook his head.

"Must you encourage her?" he questioned.

"My dear boy, I'm not encouraging anyone," Ozpin said with a smirk that was anything but innocent.

"Mhm," Ren muttered.

"Agent Goodwitch, mind showing Mister Lie and Miss Nora to the Cube?" Ozpin asked.

Glynda was sending him a "this is a bad idea, sir" look, but did as he asked. Standing up from her seat, she beckoned the two to follow her, which they did; Nora skipped happily behind while Ren walked normally.

"Sir. I was wondering if you would be able to explain why a member of the Hunter Initiative is on the Airship," Peter spoke up. "I thought the Council terminated the plan."

"They did," Ozpin answered as he stood up. "Miss Nora is a guest, and now a bodyguard to Mister Lie. The Council never said anything about her assisting him while he worked."

Peter had a little smile under his mustache and nodded.

"Of course sir," he responded.

Ozpin smiled secretly at the agent before leaving the room to head back to his desk; he'd have to steal the tablet back from Glynda once she was done showing Ren and Nora to the secured chamber. He wasn't done reading through it.

"Wow! How big is this airship?" Nora asked as she followed behind Glynda.

"Very big," Glynda responded dryly. "You will refrain from-"

Whatever she had planned to say was cut off by the Airship suddenly making a groaning sound and then tilting to the left. All three hit the wall.

"Is this part of the tour?" Ren asked sarcastically.

"No, it's not," Glynda responded, pushing her glasses up her nose. Once the setting had righted itself, she stalked for the bridge. "Stay here."

"But we can help!" Nora called after the woman.

Either Glynda didn't hear her or ignored her, because the woman was still walking away, and she hadn't made a comment to Nora's call. Red reached out and grabbed Nora's shoulder, getting her to look at him.

"Let's do as she says and not get in their way," Ren told his female companion. "Besides, we don't know what caused the tilt."

"Detective Nora is on the case!" Nora shouted, running down the corridor.

"Nora wait!" Ren shouted as he trailed after the woman.

"Who's firing at us?" Glynda demanded when she arrives on the bridge.

"Unidentified airjet ma'am," a young woman, Agent Velvet Scarlatina, reported. "We can't identify what they are shooting at us."

"What did they hit?" Glynda asked.

"Unknown-ma'am-but-we're-still-getting-data-from-a ll-levels.-Only-level-4-is-not-responding," Agent Bartholomew Oobleck reported. "Weaponry-is-down-as-well-and-we-can't-get-them-on line!"

Glynda was forced to take a second to understand what he had said, and in that time, another hit sent the Airship tilting once more. By that time, Ozpin arrived on the Bridge with Port following close behind.

"What is going on with my Airship?" Ozipn demanded, his normally calm eyes ablaze with fury.

"We're being attacked," Glynda informed him. "And we have nothing to fire back with."

"G.R.I.M.M.?" Ozpin asked.

"Most likely," Glynda answered with a firm nod.

"Sir!" Velvet suddenly called out. "Two unidentified beings have been picked up on my radar screen! They're on Level 5."

"Can you I.D. them?" Ozpin demanded.

"I'm doing so now," Velvet responded, typing away at her station. "It's...Sir, it's Torchwick and Crimson!"

"Of course," Ozpin muttered under his breath.

"Sir! They're heading towards Lie Ren and Valkyrie!" Velvet reported.

"What?" Glynda and Ozpin demanded.

"Nora!" Ren was panting as he chased after his hyperactive friend.

He could barely breathe from all his running, and so he forced himself to stop and catch his breath. Unlike Nora and her superhuman durability, Ren was a little more mortal, and grew tired rather easily. While he was resting, he heard footsteps approaching him from behind. Turning, he found Roman Torchwick strolling towards him calmly. Without hesitating, he pulled out one of is Jade Dragons, and aimed it at Roman.

"Should have figured you were behind the attack," Ren said.

"Well it is obvious," Roman responded, puffing from his cigar as he coolly regarded his opponent. "But I'm not just here to wreck Oz's beloved Airship."

"And what else are you here for?" Ren questioned.

"You, Mister Lie," Roman responded with a smirk.

"And what makes you think I'd come willingly?" Ren demanded, leaving his face impassive.

"Whatever made you think it was going to be willingly?" Roman questioned.

From out of the shadows, a fireball was sent right at him. Ren jumped out of the way, missing the hit just in time before he was hit by another fire ball. It sent him into the wall. Giving himself a moment to be hurt by the hit, he quickly recovered and began to shoot at Roman and his assistant. The shots did little good, since the assistant (a mysterious woman who went by the name of Crimson, her real name unknown) placed up protective barriers that blocked the hits from his pistol. He was about to reach for the second one to fire off, but was caught off guard by the rocket to his chest from Roman's Candy Cane. The hit had been at point blank, and while it hadn't been one of his stronger ones, the hit and proximity was enough to send Ren into the unconscious world.

Roman smirked as he stood over the fallen man, lifting him over his shoulder.

"Rather light. Let's go back to the jet. I don't like Junior with my things for very long," Roman told his assistant.

Crimson nodded, and prepared to follow when she stopped and sensed a person approaching. Roman stopped with her and looked over his shoulder, hearing footsteps heading their way. Around the corner came Nora, holding her Magnhild tightly. Seeing her unconscious friend caused her to scream and rush at the two. Crimson stepped forward and sent several fireballs, all of which were destroyed with ease by the hammer. Roman had used the distraction to make a run for it down the hall, leaving it up to Crimson to knock her out before they'd get the chance to leave.

Nora jumped in the air when she was close enough and aimed her weapon for Crimson's head, but the woman had used a protective shield, sending Nora tumbling backwards. Crimson then sent specks down that surrounded Nora, and when the woman lifted her pam upwards, the specks glowed and exploded, knocking Nora out. Seeing her opponent down, Crimson turned and followed the corridor her leader had taken, getting to the airjet in no time. When she hopped on, she was helped by Militia, while Melanie was busy strapping in their 'guest'. Roman was making his way to the cockpit.

"Get us out of here, Jr," Roman ordered.

"Righto boss," the man with the red-tinted glasses responded, pulling away their airjet before the Airship could get a chance to fire back.

Ozpin and Glynda arrived on scene; Peter stayed on the bridge to give orders. Nora still laid unconscious, though she didn't look badly hurt. Glynda immediately called for a medical assistance, while Ozpin silently took everything in. When medical arrived, Glynda looked over at her head in command.

"Sir, what are we going to do now?" she asked. With Ren gone, the Cube was still a threat.

"We start the Hunter Initiative," Ozpin responded, sounding very firm and clear on the matter.

"But sir-"

"No buts. We won't inform the Council of anything unless otherwise necessary," Ozpin cut off, giving her a glare that told her not to cross him. "Vytal is in danger and it needs more than what B.E.A.C.O.N. can offer it. It needs heroes."

Glynda remained silent before releasing a defeated sigh.

"Understood sir," she responded.

"Good," he stated with a nod, watching his team of medics carry Nora off to the medbay. "Call the Hunters in."

I'm pretty sure the shadow people in Avengers is called the Council; if so, don't worry about them. They won't be showing up at all in this story; they will only be mentioned.