I do not own RWBY. I do however own the Original Characters.

I LIVE! I am so sorry for the wait for this chapter, especially since its not a very long one, but I have had little to no drive to write for the past few months. Still, I am pretty pleased with how this chapter turned out, so I hope the wait was somewhat worth it for everyone. Big shout out to DragonBlitz85 for his help with this, he was kind enough to lay the foundations for this chapter and is the reason I was able to get it done at all.

Anyways, Here's the chapter! Enjoy!

Grimm Heir

Chapter Thirty-Nine: Fight and Flight

It was dusk when the fires began. Fuel leaking from crashed cars caught light as unattended flaming stoves and ovens immolated their contents and burn Dust candles spat hot embers that landed on wood and cloth surfaces. As the city was consumed by the maddening chaos spawned from that pillar of black light, no one bothered to put the fires out, too caught up in their own hysteria to even notice the flames before it was too late. Now dozens of buildings all throughout Vale burned brightly as darkness descended on the world and the Grimm closed in.

A poet might consider it all rather symbolic; bastions of light that burned defiantly within a sea of all-consuming darkness, only to be snuffed out and swallowed up.

Cinder didn't even give the fires a second glance as she and Emerald followed the trail left by their unwitting guide. For a time, they had managed to keep pace with her, but once she mounted that damned motorcycle things had become a bit more difficult. Cinder wouldn't be deterred however, and the Fall Maiden and her apprentice continued after their mounted guide even as more and more Grimm flooded the streets.

A trio of beowolves leapt before them, jaws wide and claws outstretched. Cinder grit her teeth as she brought her hand up to blast each of them with a bolt of magical flame. She struck two, but the third dodged her attack and leapt at her. She rolled out of its way, leaving Emerald to finish it off with a slash of her sickles.

The obstacle dealt with, the two resumed their search, though with precious seconds wasted disposing of those Grimm. Cinder frowned, fuming internally. Vale was falling to pieces, Ironwood's fleet struggled to fight back against the swarms of Grimm filling the air, and her Mistress' beast had been awoken from its long slumber. This was to be her moment of glory, her great triumph over everyone who ever questioned her worth. This was to be the start of her destiny.

And she couldn't take credit for a scrap of it.

Months of careful planning and preparation, of gathering allies and pawns, all her hard work, wasted in just a few short moments by that… that thing.

Cinder scowled, and her hand reached for her chest. The worst of it had passed, but she could still feel it moving. It wriggled and shuddered beneath her skin, agitated by her ceaseless running, or perhaps by something else.

"Calm… Calm…" The Fall Maiden commanded quietly to herself, hoping it would listen and obey. Mercifully, it did, and the thing beneath her skin ceased its squirming, though how long it would remain docile was anyone's guess. Cinder cursed under her breathe but kept her pace.

When that pillar of black light erupted in the sky, Cinder had collapsed to the ground in agony. Pain like she had never experienced before coursed through her veins as something inside her that wasn't her broke and remade itself. Then the whispers came, far off and unintelligible, they grazed along the edges of her mind, trailing against her thoughts with needle thin claws.

For the first time in her life, Cinder Fall had wished for death.

Then it had ended. The unbearable pain drained away to a dull aching as the reshaped thing inside her ceased its thrashing. The whispers faded from her mind like events in a dream, remembered but only partially. It was then that she noticed Emerald hovering over her, a look of terrified concern plastered across her deceivingly innocent face.

Cinder scowled as she recalled Emerald's expression. She hated it, just as she hated this whole damn scenario. This was to be her victory, but it had been unjustly snatched away by that… creature that blonde fool believed was her sister.

The thing inside her wriggled again at the thought of that hybrid girl. Cinder winced, stumbling in her run from the sudden discomfort before righting herself. The thing quieted a moment later, no doubt pleased from spiting its host.

"Are you alright?!" Emerald asked from behind her, worry clear in her voice. It sickened Cinder to her core.

"I'm fine," She growled back, not even trying to hide her agitation. "Keep moving, I think she went this way." The pair turned right down another road, following what Cinder's instincts told her was their quarry's trail. Grimm snarled and slashed at the two as they ran on, but Cinder refused to waste her fractured powers on them, not when they had bigger fish to fry.

This was supposed to be her moment, and although her chance at glory had been unjustly robbed from her that did not mean she couldn't still salvage something from this mess. The thing inside her squirmed again.

The hybrid girl appeared at the forefront of the Maiden's mind, her inhuman eyes glaring at her with malicious amusement as those Red Wolves traitors carried her away. Her very existence had shocked Cinder to her core. She had believed her mistress was the only Grimm/human hybrid alive, that no other being like her could possibly exist, only for one to suddenly reveal itself to the world by foiling her plans and killing her pawns.

Cinder yearned for vengeance for her humiliation, to immolate that damned freak with her powers until nothing but ashes remained. Such rash actions would serve no purpose other than to satisfy her wounded pride however. But, if she were to capture the hybrid girl instead, brought her before her mistress in place of her original prize… it might just be enough…

A great screech echoed over the burning city as a massive shape soared over head. Cinder's gaze shot up as a giant, draconic Grimm soared through the sky above Vale, a flight of lesser Grimm at its tail and a trio of Atlesian gunships racing to meet it head on. Despite her frustration, Cinder smiled as the beast celebrated its freedom by opening its impossibly wide jaws and slamming them down on the leading gunship. The aircraft was crushed instantly before the Grimm let it fall from its maw in shredded pieces. The other two aircraft peeled off from their attack run, seeking a better angle but only succeeded in drawing the attention of the lesser Grimm flocking about the great beast.

Perhaps, thought the Fall Maiden as she beheld the carnage, there is a silver lining to this whole thing, after all.

And as the forces of Atlas and Vale tried desperately to fend off their inevitable destruction, the Fall Maiden and her apprentice redoubled their pace.

~o0o~

Glynda Goodwitch was not one to frighten easy, then again, the same could be said for most Huntresses. Combating the Creatures of Grimm was a difficult task in and of itself, made worse if one does not have proper control over their emotions. Fear was a liability for a Huntress, she had learned this when she was a student herself and taught how to properly suppress it when all hope seemed lost. 'Never give into despair,' she remembered one of them telling her, 'never let them know you are afraid and the Grimm won't stand a chance against you.'

Somewhat cliché but applicable all the same. She had done as her instructors taught her, burying her fear beneath a shield of calm and confidence whenever she fought, ensuring the Grimm never once tasted so much as a drop of fear from her.

That shield, reinforced by years of experience and world-shaking secrets, buckled against the wave of pure despair and hate that washed over the city, nearly transforming the stoic Glynda Goodwitch into a sobbing wreck. Even as she collected herself, the shield continued cracking as the Beacon teacher watched dozens of her students fall prey to the pulse of negative energy, devolving into sobbing wrecks or raging psychopaths.

Glynda fought to maintain her shield however, even as she fought to protect the students that managed to keep their sanity. She wasn't alone, thank the Gods. The other Academy teachers and the school's security systems provided the Huntress with appreciated support. Still, the Grimm were relentless in their advance, slowly pushing the Huntsmen and Huntresses back with ferocity and sheer numbers.

The scream changed that though. When Glynda heard it, her ears rang with pain and she felt the shield buckle again, anticipating a renewed assault by the Grimm. It never came. As the scream stretched on into a bone chilling echo the Grimm stopped their attack as one and fixed their red eyes on the City of Vale, as if they could see the source of the sound.

Then the moment was over. The Grimm threw themselves back at the defending faculty and automated defenses, but with far less momentum than before as a substantial number of the Grimm turned tail and ran. At any other time, she would have questioned why the Grimm would leave so readily when victory was almost certain for them, but ensuring her students' safety took priority over speculation.

As the last of the students fled into the auditorium, Glynda and the remaining teachers retreated inside, locking the reinforced doors behind them. Pained moans and terrified sobbing filled the walls of auditorium as wounded and frightened children huddled together. The sight tore at her heart. These were to be the next generation of Huntsmen and Huntresses, the next generation of humanity's protectors, but they were still only children.

They shouldn't have to experience something like this.

Glynda turned as she heard footsteps, seeing Professor Peach approaching her. "How many made it?" She asked, dreading the answer.

"We're still doing a headcount, but it's not looking good," Peach answered. The professor of Auric Studies looked almost as bad as Glynda felt. "Bart estimates around three hundred students made it inside, along with several dozen staff."

Glynda only nodded, not trusting the strength of her voice. Three hundred students. Out of a student body of nearly thousand they had managed to only save three hundred of them. She felt the shield crack again, but pushed it down. She needed to stay strong, for their sake.

"The guns won't keep the Grimm out for long, we need to move." Glynda finally said, pulling out her Scroll and started working.

"Where are we supposed to go? The Grimm are all over the campus!" responded Peach, uncharacteristic panic lacing her words. "We should stay here. The auditorium is easily defensible, with the students' help we can hold the Grimm off until help arrives."

"By the time help arrives it'll be too late, the Grimm will have overrun us," Glynda snapped back, harsher than she intended. "Besides, most of the children were too panicked to call for their weapons, they'd be slaughtered."

"Then what are we going to do?"

"Escape." Glynda punctuated her statement by activating one of the school's emergency systems. A front section of the auditorium's stage then started to rise up, revealing a hidden stairway underneath. Before becoming one of the four great Huntsmen Academies, Beacon castle was the ancestral home of Vale's royal family. Though little evidence remained of its former inhabitants, the old network of emergency escape tunnels remained not only operational but completely modernized.

"Follow this tunnel down to the emergency escape hangar, use the airships there to get everyone out safely." Even as she was telling this to Peach a couple of teachers had already started directing students into the passage. "They're each equipped with advanced AI autopilots; just input the destination coordinates and they'll handle the rest."

Peach stared as the children disappeared inside the tunnel, a measure of relief spreading across her features. Glynda reached out and grasped her colleague's shoulder firmly making her turn to face her. "Beacon is lost," she said grimly, "But as long as we live on to continue the fight, there is still hope. Once everyone is onboard head to Patch, that's the safest place you can take them."

"What makes you think Patch is any safer than here?"

"Because it's an island." Glynda asserted. "And because what they are after isn't in Patch." Peach gave her a puzzled look. She began to ask what Glynda meant but the assistant headmistress cut her off. "There's no time, Marigold. You need to get the children out of here now!"

"W-what about you?" Peach asked, the roars of defense guns and Grimm outside adding urgency to her question. "Aren't you coming with us?"

Glynda took her hand off Peach's shoulder. "I'll draw the Grimm away, distract them long enough for you all to escape." Disbelief was plain on the professor's face, but Glynda had not time or wish to debate with her. She turned on her heels and made for the reinforced doors. She stopped just in front of them and turned, meeting the other Huntress' despairing gaze with her own. "Keep them safe, Marigold."

Marigold Peach stared at her colleague for a moment, despair and disbelief in her eyes. Then she took a breath and steeled herself. "We will," she swore, her earlier fear gone as she bid her friend goodbye for what was likely the last time. "Gods guide you, Glynda."

With that Peach turned her back to the assistant headmistress and made her way to the mass of students and teachers crowding around the escape tunnel. Glynda allowed a melancholic smile grace her lips at the sight before keying in the authorization codes for the doors. At her command, the doors slowly opened for her. Glynda rushed through as soon as the space was large enough for her, closing them behind her as soon as she was out.

She ran across the Beacon campus, swatting away any Grimm that got in her way while ignoring the rest. Some of them chased her, drawn by the guilt she felt for deceiving Peach as much by their need to slaughter anything they saw. She had no choice but to lie, she could not let Peach know what lay beneath Beacon, what could happen if it were to fall into the wrong hands.

Better she and the students leave and survive because of a lie than die defending a terrible truth. Damn Ozpin and this hidden war. For a man dedicated to the protection of mankind he was more than willing to sacrifice the lives of others in order to protect his secrets. Strategically, his choice to have the students act as a distraction for the Grimm made sense. Morally, it was murder. Glynda would have serious words with the Headmaster once this mess was sorted.

She pushed her personal feelings on the matter aside as she drew closer to Beacon Tower. The Grimm had left the massive structure alone so far, but without the students to draw their attention Glynda wasn't sure how long that would last.

Given the pack of beowolves already prowling around its base, not very long.

The Grimm snarled at the Huntress before they threw themselves at her. Glynda glared at the beasts as they charged, preparing to send them flying with a telekinetic blast once they were in range. Yet just as she raised the Disciplinarian at them, they stopped. Surprised, Glynda also came to a stop, not sixty feet away from the pack of lupine Grimm. The monsters growled and snarled at her hatefully, but kept their distance, almost as if they were…

Glynda turned around just in time to narrowly dodge a hooked whip strike, or so she thought. As the black cord shot passed her it turned suddenly, wrapping itself around her body like a python. Before Glynda could try and break free she was pulled off her feet and slammed hard onto the flagstones.

She gasped as the air was punched from her lungs and her vision went fuzzy. The sky was a blurry sea of shifting black waves and red shooting stars, all moving in one direction. It confused her. Was she hallucinating, suffering from a concussion? Glynda was wrenched off the cracked stone path before she could find answer, her body cast aside to impact against the wall of a nearby building. Her Aura flared as she slid down to the ground, but thankfully didn't break.

"And just what has you in such a hurry, little Huntress?"

The words snapped Glynda out of her stupor like an ice-cold shower. They were not spoken loudly yet they cut through the howling Grimm like a dagger, sending chills down her spine. The voice itself sounded wrong, inhuman, in ways that Glynda could not fully comprehend.

When her eyes finally found the speaker, she understood why.

It slithered toward her on a massive serpent's tail, ebony scales glistening against the dancing light of a burning tree. Yet where there should have been a snake's head there was instead a human torso, female in shape and clad in a simple black and white tunic. Its left arm appeared no different than Glynda's own, while the right was a monstrosity of coiled black muscle and thick spikes that terminated in a claw of three yellow hooked talons. A second pair of black arms spread out from the thing's back, long blades of bone sprouting from their ends. It was a horrid thing to behold, a freak of unnatural creation made more monstrous by the company it held.

Two more creatures strode beside the serpent, flanking each side like the ancient men-at-arms of Remnant's extinct nobility, but there was nothing noble about the beasts Glynda saw. Both wore broken white masks over their faces, but that was where the similarities ended. One was a brutish thing, heavily muscled and covered in chitinous growths. The other was a lithe creature clad in the remnants of a black suit and sporting the cloven hindlimbs of a goat in place of human legs. Each was armed as well. One of the brute's hands ended in a spiked mace head of white bone while the lither creature's hand rested on the hilt of a sheathed sword.

Glynda stared with dumbstruck terror at all three of the creatures, yet it was the serpentine monster that her gaze was locked to. It wasn't the giant snake tail that drew her attention however, or the twisted right arm or even the scythe-limbs sprouting from its back. It was its face. That was what truly terrified Glynda, what left her frozen in place, what sparked true fear inside her soul.

It was the face that terrified Glynda, because it was a human face.

"Well? What is it?" It… she asked as she slithered confidently toward Glynda. "Were you hoping to find some stragglers to rescue, perhaps? Or maybe you wanted to serve as a distraction so others might escape." She stopped some twenty feet away from Glynda and smiled at her, pale lips spreading back to reveal dozens of needle-sharp fangs. "Or were you trying to run away, leaving your students and colleagues behind to die while you survived. Is that it?"

Glynda said nothing. Her heart was pounding in her ears as she desperately fought to keep her emotions in check. She gripped the Disciplinarian tightly in her hand, her knuckles turning white. She moved her arm without realizing it, reacting on pure instinct to this terrifying threat. Her action summoned forth a lance of rubble and debris wound together by wisps of purple soul stuff. With a cry she hurled it at the snake woman, but the attack was easily telegraphed, born out of desperate haste and reflex then calm consideration.

As such, it was easily intercepted by the goat-legged guard who threw itself between the lance and the hybrid woman. The beast had drawn its sword to block the attack, the blade glowing red as it absorbed the purple energy that kept the lance together while the chunks of masonry and stone fell away as harmlessly as raindrops on a steel roof. As it did this, the brute charged past its smaller kin, club arm raised and a bloodthirsty roar bellowing out its mouth. Glynda leapt out of the way and the blow sent up a plum of dust and rock shards as the brute's fist shattered the flagstones.

"Ah, so you do have some fight in you then! Wonderful!" The snake woman said with a cruel smile. "It gets boring if they don't struggle."

With those words, the hybrid and her other guardian shot toward Glynda and the emotional shield she had spent years of her life forging and reinforcing finally broke as the Assistant Headmistress prepared for what was likely to be her last fight.

~o0o~

Silver narrowed her eyes at the Grimm flying high above her. Many countless beasts soared the skies above the Dustling nest, dueling the fast Dustling flyers in vicious dogfights or swarming their sky behemoths like ants over fresh carrion. But the heir of the Grimm had her eyes on one Grimm in particular, for it was the only one of its breed in the air.

The massive, draconic Grimm shrieked as it charged one of the sky behemoths. The machine fired its weapons, twin lances of energy shot toward it, each one capable of felling a mammoth with a single blow. But the Grimm evaded them at the last second, ascending higher into the sky before plummeting down on the Dustling machine like a bird of prey. Grimm swarming the behemoth's metal hide scattered as the grinding sound of wrenching metal gave way to the eruptions of flame as the machine was smashed in half, its burning carcass plummeting to the ground.

The earth shook from the far way impact and the Grimm shrieked in triumph before its attention was grabbed by a trio of foolish Dustling flyers. They unleashed a hail of Dust upon the dragon, but its hide was too thick, rendering their assault nothing more than mild irritation. It chased after its new prey, intent on exacting its petty revenge against those who had struck it, all while the Grimm Heir watched it from burning streets below.

Silver eyed the Grimm above her with both admiration and curiosity. The beast was massive, larger than any Grimm she had ever since before barring the great leviathans that prowled the depths of the open ocean. More impressive than its size was the unique ability it possessed, something Silver had never seen nor thought possible.

Though it moved and acted as any other Grimm, Silver's keen eyes noticed a strange… wetness to it, as if the beast was not fully solid. This was made further evident when she watched globs of black tar fall from its body and onto the ground below, only to take the form of other Grimm breeds upon impact.

It was a marvelously ingenious and efficient Grimm, no doubt one of her father's failed breeds that took too much energy to create, or perhaps it was an older example of a successful breed, one that survived long enough to become what it was now.

Silver yearned to learn its secrets, to look back into its memories and uncover its history before taking hold of its form and laying waste to all that stood before her. She flexed her claws and her quills shivered as she imagined the devastation she could reap while wearing its skin, all the death and fury she could bring. It was almost enough…

But the Grimm Heir resisted the temptation, she clenched it hard and forced it back down into the recesses of her mind. Ripping her gaze from the battle raging above her head, Silver took a calming breath and walked on.

Though the desire to take control of such a mighty Grimm was great, she refused to indulge it. Brash impulsivity like that had nearly gotten her killed today and she would see herself brought low one more time by her own hubris. Besides, the Grimm was already doing an excellent job at distracting the Dustlings from her presence. So long as it soared the skies, they would prioritize it as the most immediate threat, leaving Silver to travel freely through the nest and slaughter any Dustling she came across.

As she resumed her jaunt through the crumbling streets so too did her escort. The two changed Thralls that had saved her walked by her sides, their new eyes scanning for threats to their charge. Thick chitin and hard scales covered their new bodies, transforming them into living shields. Around Silver and her bodyguard scampered strange creatures, similar yet different to the Thralls at her sides.

They hissed and screamed as they loped through the crumbling nest, throwing themselves at any Dustling they came across with delightful fervor, despite having been Dustlings themselves mere minutes ago. Perhaps it was the loss of their souls that made them so vicious toward their former kin, or maybe it was Father's unexpected surge of power that was affecting them. That seemed the most plausible answer, Silver had certainly been affected by it.

Without thinking Silver looked left where a Dustling building stood. The structure was remarkably undamaged and the glass wall that made up a good portion of its front was intact. The darkness behind it gave the glass a reflective quality allowing Silver to better see her new form.

She was taller, and older looking. That was what first grabbed her attention. She towered over the Thralls and husks surrounding her, a full three heads taller than she used to be. Height was not all she had gained either, she looked a full decade older than she actually was, like a mature adult rather than a still growing juvenile. Her hair was longer now too, reaching all the way down to the small of her back.

But of all her changes, two things stood out the most to Silver. The first, and most peculiar, were the pair of ivory horns sprouting from her head. They grew from the sides of her skull, sweeping back so that they seemed to halo the Heir. Each horn was roughly a foot long with red, scrimshaw-like patterns weaving around their lengths. Silver smiled as she admired them, enjoying the dark nobility they seemed to bestow upon her, a sharp contrast to the second change upon her body.

Her smile dropped as she inspected the scar now dominating the left side of her face where her mask used to be. Without thinking she reached a claw up to touch it, wincing as she did so. Though healed the scar was still tender, and her razor-sharp talon agitated the newly reknitted flesh. It was ugly too, nothing like the scar her father bore.

His scar was a sign of strength and power, it spoke of his skill at arms, how he narrowly dodged death at the blade of her mother all those years ago. Her scar was a hideous thing in comparison, received not in battle but in a moment of foolish hubris that nearly ended her life. Had she simply obeyed her father's orders and returned to the Gulch she would still have her mask and her existence would still be a secret. she had not done that however, and now she would live with the consequences of her actions for the rest of her life.

But such was the way of the Grimm, to learn from their mistakes and grow stronger.

Silver turned away from her reflection, her attention drawn to a more pressing issue moving on her position. Her Thralls growled low and moved closer to her while the pack of former Dustlings hissed and shrieked as they sensed the anger and fear of their former kin draw closer. Silver felt how they yearned to rush ahead of her and butcher the approaching Dustlings, but the Heir denied them this desire. Instead, she ordered the creatures into the alleyways and shattered buildings that flanked both sides of the street and lie in wait. They obeyed without question and within moments, only Silver and her two Thrall bodyguards remained in the open.

A score of seconds passed before the Dustlings came into view just a block from where Silver stood. There were eleven of them, most were dressed in blue and black with some holding see-through shields, but four of the Dustlings were clad in the white armor of the north. All of them carried weapons, and when the Dustling soldiers finally noticed the Heir and her bodyguards they leveled their guns at the trio and advanced.

The two Thralls braced themselves against the attack, using their newly armored bodies to protect Silver. Thick, chitinous plates swiftly extended from their limbs and torsos, transforming the pair into a living barricade. By the time the Dustlings had brought their weapons to bear, the Thralls had completely shielded Silver from both sight and harm.

Not a moment later, the Dustlings opened up with a devastating barrage of gunfire that engulfed the two Thralls. Solid rounds and energy shots impacted hard against the shield, inciting snarls from both Thralls as they endured the deluge of fire. Silver felt the hope of the Dustlings begin to rise as they laid into the Thralls with everything they had, then she smiled as that hope quickly died with the realization that they hadn't left a single dent in the shield.

The Dustlings didn't let that discouraged them however, and they kept up their assault. Silver waiting patiently behind her living barricade of bone, ears listening for that telltale sound. A second passed… Three… … There! A break in the barrage's intensity. Several of the Dustlings had stopped firing to reload their weapons, with more joining them with every passing moment. Even better, it sounded like they were closer now, maybe a few dozen yards away, at least.

Just where Silver wanted them.

Attack! She ordered the Grimmified Dustlings lurking in the adjacent buildings. With eager shrieks, they burst out from their hiding places, gunning for the Dustlings with all speed. Cries went up as the soldiers turned their attention away from Silver's Thralls and onto the screaming packs of their former kin barreling toward them. The husks slammed into the soldiers with instinctual hate, lashing out wildly with dark claws and gnashing teeth. A brutal melee ensued as the Dustlings desperately fought to stay alive; a shield bearer swatted away a reaching claw with his club as a white armored warrior bashed a husk's skull in with the butt of his gun, only for a pair of husks to drag him down and tear him to pieces.

Silver closed her eyes, listening to the carnage from the safety of her barricade of bone. She smiled as the Dustlings' desperate fury gave way for panicked fear, savoring the taste. Silver opened her eyes, and, with a gesture of her claw, had the Thralls stand down. Their plates retracted back into their bodies and they stepped aside, providing the Heir with a clear view of the carnage.

More than half of the soldiers lay dead on the ground, torn apart by their former kin. A number of the husks were feeding on the corpses of the slain, ignoring those few Dustlings still fighting to stay alive. She watched a husk leap over one of the remaining shield bearers, maw open unnaturally wide, to crash onto a white armored Dustling struggling to reload its weapon. The soldier didn't even have time to scream as the husk used its needle-fanged jaws to bite off the Dustling's helmet, along with a good portion of its face. The shield bearer moved to avenge its fallen comrade, but before the Dustling could even raise its club to strike it crumble to the ground, a massive, ivory spike lodged in its chest.

Silver lowered her arm as the Dustling fell, her reinvigorated body already working to replace the spent quill. The Grimm Heir shot forward with a feral laugh, claws outstretched as if to embrace the enemy. Petals of red and black fluttered in her wake as she launched herself into the fight, surprising the Dustlings with the suddenness of her arrival. One, the last shield-bearer, recovered and brought its shield up, believing it would be enough to protect it against an attack. Silver sliced through the shield, and its wielder, like they were made of paper. Another Dustling, pulled out a knife from a sheath on its armor and lunged at the Grimm Heir with a desperate battle cry. She sidestepped, allowed it to turn and swing its blade at her a few more times, then rammed her claw into its stomach. The knife clattered uselessly to the ground as Silver lifted the impaled Dustling up off its feet and flung it away so that it collapsed limply against the side of a building.

Gore and viscera coating her claws, Silver turned to the last Dustling of the group. It stared at her with undisguised terror, eyes wide, limbs trembling, and an expanding patch of dampness running down its pants. None of the husks were attacking the last Dustling, backing away at the command of their Dark Mistress. They hissed and snarled at it or fell upon its dead comrades with scavengers' enthusiasm.

The Dustling didn't notice them however, its attention was set firmly on Silver as she smiled at its terrified expression. She savored its raw fear for a moment, then moved to end the Dustling's life. She had taken only one step when Silver froze in place as a presence brushed against her mind. The presence was familiar, welcomed even by the Grimm Heir, and she responded to its touch with a pulse of pride and love.

The Dustling took advantage of Silver's sudden hesitation and bolted. A few of the husks shrieked at this and made to give chase, but were stopped by Silver who watched the fleeing Dustling with a knowing smile.

For a moment, nothing happened and it seemed as if Silver was simply letting the solider escape. Then, just as the Dustling reached the intersection, A beam of dark light shot out and struck the Dustling's legs, sending it crashing into the ground… whereupon its legs had shattered like brittle stone.

No… not like stone, they were stone! Broken shards of its fossilized limbs lay strewn about its prone body. No blood flowed from where the legs had broken, nor could Silver see any slivers of bone jutting from the once-meat. Muscle and blood, bone and marrow, even the cloth and armor plates it wore, all had been solidified unto cold, unliving stone by the beam's touch. The shock must have dulled the Dustling's wits, as it took the creature several seconds to start screaming as it reached to clutch the shattered remains of its legs.

Then, as if summoned by its cries, a huge Grimm appeared, arriving from the same direction as the dark light beam. It moved slowly and purposefully toward the crippled Dustling, limping to accommodate for a missing foreleg. The Grimm was massive – easily twenty feet tall and twice that in length – and possessed a wolfish figure. Jagged spikes rose from its hackles and plates of bone protected its shoulders and haunches. Silver held back a gasp when she saw that the Grimm had no eyes, and the Grimm's ears perked as it sensed her shock.

It turned its eyeless gaze on her, granting the Heir a full view of its faceless skull. The bone mask it wore had grown over where its eyes should have been, robbing the beast of its sight. The mask was smooth and unbroken, marred only by the red rose that bloomed from its center. The Grimm's nostrils flared as it smelled the air, catching her scent. Suddenly, the rose mark on the mask spilt open, revealing a large eye of inky blackness and radiant silver.

It stared at Silver with that one eye, regarding her for a long moment before shutting its eye and returning its attention to the legless Dustling at its feet. Silver's own gaze went back to the Dustling, who, in a vain attempt to capitalize on the Grimm's distraction, had started to crawl away. Despite the loss of its legs, fear and self-preservation still drove the Dustling to run, to somehow escape its end and survive.

It hadn't even made it five feet when the Grimm snapped its massive jaws down on the Dustling and swallowed it, ending its pathetic hope of survival along with its life.

Its prey dealt with; the Grimm once more turned to Silver. A moment passed between the two as each stared at the other, one with eyes of black and silver and one with no eyes at all. The spell was broken when the Grimm limped excitedly over to the Grimm Heir, its massive tail wagging back and forth as it did so.

Though it had only three legs the Grimm quickly closed the distance between itself and Silver. It loomed large over the Heir, regarding her with its eyeless face. It then leaned down to nuzzle her, whining happily as it did so. Silver smiled and moved into the nuzzle, her claws coming up to gently caress the Grimm's muzzle.

Oh, Pup… she said to him, letting her First Grimm feel both her relief and her sorrow. What has happened to you?

At her question, the hybrid opened his memory to Silver, granting the Heir the answers she sought. Silver watched through Pup's eyes as he fought against the scythe wielding Hunter, watched that monster blind and maim her loyal hound as he ripped off its arm. She sensed his worry when the puppet emerged from the tunnel alone. She felt his pain when his body was transformed by her father's fury, revitalizing his broken form. She felt rock break against his body as he smashed his way into the nest. And she shared his joy at being reunited after enduring such a horrible day.

Silver left his memories then, having learned what she wanted. Her gaze then drifted to her Grimm's missing leg, now nothing but a black stump. It filled her with rage to look upon the wound, rage and regret. It had been her actions that led to Pup's condition, her arrogance that robbed him of his leg and his sight.

If only I had listened to Daddy and left when he told me to, none of this would have happened. She thought ruefully.

Pup, sensing her sorrow and regret, then did something unexpected. He growled at her. It was sharp and sudden, startling Silver out of her budding despair as she looked up at the larger hybrid who had opened his hidden eye. He stared down at his mistress with that cycloptic orb, fixing her with his silvered gaze.

There were no feelings passed, no thoughts or memories shared as Pup focused on Silver and she on his eye. His predatory cunning was clear to see through that new gaze of his, a feral intelligence that set him above and apart from other Grimm. But there was something more there, as well. Fierce loyalty and unwavering trust, warranted concern and unexpected reassurance, great pride and… and…

…Silver never realized how much Pup's eyes resembled her own…

Then, just as suddenly as he had opened his eye Pup closed it. The large hybrid's head shot up

Just as suddenly as he had opened it, Pup closed his eye. The moment passed, he leaned forward and gave Silver a lick that saw her face covered in thick salvia. Caught off guard, the Heir could only sputter and gag as her First Grimm expressed his affection. A smile worked its way onto her face as she wiped the drool off, and she gave Pup an appreciative look.

Thank you, pup, she said, running a claw along his armored muzzle. He gave a happy bark, then arched his head back and howled. It was a truly beautiful noise, cutting through the harsh roars of Grimm and the shrill screams of Dustlings with ease. It had been some time since she had last heard Pup howl, Silver realized. He didn't do it often, usually just to let others know where he… was…

Silver's smile dropped and she looked at the Grimm hybrid with wide, nervous eyes. Pup? But Pup did not answer her. Once he finished his howling, the large hybrid looked up and past his mistress at something in the Grimm filled skies.

Silver followed his gaze, intent on finding what he saw, but could discern nothing from the swirling mass of black wings and talons. A presence then touched her mind, a powerful and familiar presence that Silver knew instantly. Her eyes locked on a figure in the swarm, a great raven with four wings at the head of a massive flock. But it was not the raven that Silver was looking at. It was the being riding on its back.

It was the Overlord. Her father…

Silver…

And as his voice echoed through her mind, sending rare shivers down her spine, Silver knew he was looking at her too.

~o0o~

Author's Note: Well… You guys liked it? I know I overuse these cliffhangers and that you are probably very tired of them at this point, but it felt wrong to keep writing after this point. Grimm Heir is almost done now, likely one or two more chapters than an epilogue and it will be set. Weird to see something you've worked so long on come to an end, but oddly refreshing too.

For those who are wondering why I had Flinch turn into a snakelady, the original reason was to have the puppet Siren nearby when the Overlord caused the eruption and to have Flinch be thrown into it, causing them to fuse together. I just couldn't get the idea out of my head, and I will admit, I am sucker for monster girls, so I kept it in. Still not sure if I should have done that or not.

Still I hope you enjoyed it and I apologize again for the terrible wait. Have a good rest of your day.

As Always: Please Fav, Follow, and Review! Thank You!

DeadRich18 Out!