Disclaimer: I own nothing of RWBY which belongs to Rooster Teeth and the late Monty Owm.

Chapter 1: Prologue

Cinder Fall was a beautiful woman. Tall, slender with great legs and decent busts on her body, it was no surprise that many men and women fall for her grace and sheer superiority in every way. Of course, there were other ways that she was superior to many people that she knew of but she wasn't the boasting type.

With time, her beauty increased. Her figure filled out even more and her hair turned out to be long and luscious in length, thickness and not to mention especially smooth with the care she place in taking care of it.

Yes…with time.

That was something she couldn't beat. No matter how well she kept herself, no matter how well Aura seemed to stop aging for the powerful, she was getting older. That was unacceptable. Cinder Fall would never become a frail old lady that cannot move the world where she wished.

She would rather die before that. And perhaps she would, being in the service of the most powerful being in Remnant. Salem was much of a driver for perfection as a cruel mistress who punished even the most minor of mistakes with death. She was starting to see why her mistress had no patience for failure.

And most people for what it was worth.

"Mercury" she smoothly managed to not snarl, "Please tell me why you decided to kill those men. The same men that we needed to infiltrate Beacon for our plans?"

Kneeling down by force from Emerald was the son of a rather famous assassin. Mercery Black was a rather handsome man and with enough social skill to sound elegant for most women but did not have enough skill to hide the sheer arrogance he had sometimes.

No matter his skill (which was quite high), his use was worthless if he didn't follow her orders to perfection. She had no use for people who didn't obey her and especially none that might have caused her plans to unravel due to sheer stupidity.

And he did so in the most extreme way this time.

"I thought..." he started to speak but she could see how his eyes darted around to try to escape else make an excuse for his unforgivable actions against her plans.

Cinder nodded to Emerald and an illusion of his limbs being ripped off was shown to him. That was not what she wanted to hear. No excuses. She simply wanted to hear how he failed, how he disobeyed her and how he would make up for this and more.

"Now…" she droned out slowly for his benefit. "Once again I ask, why?"

She could see the dark-skinned servant of hers smirk seeing the boy squirm as another illusion caused him to spam in place. It was quite beneficial for her to collect Emerald all those months ago. Her semblance made punishing fools especially easier now that she didn't need to hold back in how they suffered for failure.

"They annoyed me okay?!" he screamed out, "I thought they were stupid so I taunted them a bit. Who would've known that they would attack me out of nowhere? I was defending myself!"

"They might not have attacked if you didn't taunt them" Emerald dug her heel deeper into his back.

"Indeed" said Cinder. "I find it quite questionable that you would decide to throw insults that would make those poor workers attack you when we needed them the most for our plans."

"You mean your plans you crazy bitch."

That commented ended up with Mercery's face in the ground, eating dirt quite literally. She sighed knowing that she might need to replace him with someone else. Of course she would do so later on when his use no longer concern her but it was always troublesome to find loyal and effective tools for her plans.

Like how Salem found her and train her as one of her tools.

"My" she tilted her head looking down on him, not that he could see or she would allow him to look up, "Plans benefits all of us. The moment you came into my service, my plans became your plans and therefore it is our plans that you have ruined."

"It would take years before we have a chance to infiltrate Beacon as students and we do not have that time if we want to obtain the Fall Maiden and the rest of her powers" she said to the side.

She did not know what would happen if the maiden died. Would the rest of the power of Fall come to her, would that power transfer to another that she would need to hunt down or would the power disappear altogether?

It was much better for her long-term plans as well as Salem's long-term plans that she would have the power of the Fall Maiden before the end of the year. That was the amount of time that she had estimated the former maiden had before she died with the aid of Ozpin and his folk making sure she lived as long as possible.

"You have basically made it impossible for us to 'transfer' into Beacon at the time of the Vytal Festival Tournament when we would be least suspected in being there. As much as the Headmaster would like to think, security would need to be lax to accumulate many foreign students" she started to rant.

"At the same time, it would be impossible for them to spot us and our movements. We could've been able to implant the virus onto their systems to cause chaos. We could've been able to make Vale fall. All of which, is now impossible thanks to you" she glared.

Mercury might have grumbled about something but Cinder was too distracted in how to salvage her plans.

Then it hit her.

"But worry not Mercury" she leaned down and whispered into his ear. She chuckled seeing the shiver that ran through the boy's body. "There are other methods to get into Beacon. Riskier but nonetheless valid methods for our plans in the end."

Emerald seemed to have gotten it first with eyes wide open in shock and awe at her brilliance, "You mean to enrol there?"

"Of course" she said. "If our plan on making use of the cover of the Vytal Festival as transfer from Haven Academy failed, then we just need to use another yet similar method to get what we want. Ozpin would not be suspecting of his own student to act against Vale. He is far too trusting and foolish for that."

"Of course that leaves on who will infiltrate on this high risk mission. I don't doubt that Ozpin will throw any of us to General Ironwood if we are caught."

A moment past as Emerald allowed Mercury out of the dirt under her foot that was his place and one that held no words.

"I will do it!" the white-haired girl proclaimed with sheer determination and no doubt absolute loyalty to her.

As much as Cinder wanted to use Emerald in this operation, there were simply too many ways things could go wrong without her supervision. Not to mention there were other ways to make use of Emerald's skills to the fullest effectiveness. No doubt those White Fang fools could need an illusion or two to convince them to act on her steed.

"No" she decided, "You are needed elsewhere."

Emerald took the decision with a look of distraught before reaching a strange conclusion, "You mean to have Mercury infiltrate Beacon?"

"Of course not" she rebuked. Why on Remnant would she want the same idiot who managed to screw up her plan into another plan that required finesse that he apparently did not have?

Sending Mercury Black to Beacon on his own was akin to literally giving Ozpin the information he needed to find them, their bases, their resources and their plans before ripping them all apart while she suffered Salem's rage.

"Then who would-" Emerald's eyes comically widened opened again, "Cinder! You cannot-"

"I can and I will" she declared. "Who else could evade the eye of Ozpin? The Fall Maiden is in critical condition and enough time as passed that even the pet crow's information on our appearance would not matter even if he saw through your illusions Emerald."

The girl blushed in the praise that was given but Mercery seemed to want to put his metal foot into his mouth as usual.

"Aren't you a bit old to play the student?"

Time seemed to freeze as Cinder considered roasting the fool right now. Indeed, a flame had appeared in her hand and was burning hot towards the idiot to consume and devour his body into ashes.

"Please care to repeat that?" she asked kindly.

Strangely enough, neither Mercury nor even Emerald seemed to want to answer her. Dismissing them out of mind, Cinder decided she needed to get into Beacon and therefore that was what she would do. It was a simple enough matter to forge some transcripts that are laughing easy to get into Beacon before passing an Initiation test where the Headmaster spies on his students before getting into a team.

And all she needed to do was act like a teenager again to fit right in.

Of course, she may have said all of that aloud judging by the looks of disbelief on her two companions' faces.

"Wow I did not know that you were that delusional" Mercury seemed to want to say. Emerald slapped his arm with enough force it would leave a bruise for a while.

However she still turned and said in a pleading tone, "You don't need to do this. You're…well fantastic and umm…people will notice your brilliance too much."

Her eyebrow rose to the false words and she couldn't help but to feel rage at that they thought that she would fail at the task. How dare she say that! There was nothing that Cinder Fall couldn't do!

"Emerald" she said slowly, putting down her rage as much as possible, "I'm putting you in charge of dealing with the White Fang. Make sure they're on our side and make sure we have a way to take them all out with ease when the time comes. Mercury, bring your reputation up with the assassins irk and make sure to make connections with Vale's underground. You will deal with Roman Torchwick…actually Emerald will do that."

"Got it boss" he replied without care. She would need to punish him the next time he showed such an attitude to her.

However her Emerald still seemed uncertain and that couldn't do.

"Now now, I can do this. Have I ever failed before on such a simple task?" she whispered sweetly enough that her servant blushed under her gaze. Love made even the strongest fools to manipulations.

"O-Of course not Cinder!" Emerald naturally was much more agreeable with choice movements to the cheek, face and hips. While she never cared for romance, Cinder did know of techniques to make people putter under her hands.

"But aren't you a bit old to play the student" she heard her whisper.

Old?

Never mind that. She had other things to deal with aside from her mature appearance. Now, all she had to do was get those forged transcripts to slip under Ozpin's radar.

-o-

Hei Xiong or Junior as his preferred nicknamed managed a club which acted as both an official business and also a window towards his shadier dealings. Not only did he have a number of grunts working for him, he also had a pair of twins that were passable in dealing with Hunters.

Of course, that meant nothing to her power. All of them would easily turn into ashes if she would choose. Naturally none of them knew the true scope of her power and she had to settle with a minor level of respect with these…people.

"Cinder!" Junior, a man dressed as a bartender shouted out in surprise. She could already see him sweating. Good.

"Hello Junior" she all but purred. As much as it disgusted her, the man liked dominant women. Preferably those who dominated him like she did. While distasteful in having such a willing slave to use, she really did need his contacts and connections for her own uses right now.

"What do you need from me" he asked. She could already see those twins to the side, a Melanie and Militia if she recalled their names. If Cinder didn't know better, she would've thought he was using them for less…savoury means.

Not that any of the grunts could touch them. They were much too skilled with Huntress-training for any of them to fall in combat to any of them.

"I required forged transcripts" she simply said. The less said about her motives, the less anyone knew about her motives. The man was a sell-out and everyone knew it. It was simple business to try and get information out of him of competitors.

A game of shadows you could say.

"Ah what do you need one for? You know that getting fake IDs for companies like the SDC is difficult at best."

"To Beacon precisely" she added which only caused Junior's face to frown which was strange. There were many who used Junior to make fake transcripts in hopes to getting into Beacon. Those transcripts certainly do get them into Beacon but not in Beacon.

Initiation was born to weed out of the weak while letting in the strong no matter the background. Why else would Ozpin not care about the false transcripts of so many? She had certainly heard rumours that his pet crow and his bandit sibling didn't have proper transcripts to get into Beacon.

"Is there a problem" she eased the much taller man by gazing her hand over his arm. He submitted easily.

"Nah. Just that there is this young well…stupid kid that came in a couple hours ago with the same request. Had no idea what to ask for and took a while to hash out the details. Good business and money but the kid will likely die in the forest Ozpin has in a few days."

Cinder gave him a look to get to the point.

"If you wish, I could modify his so it's yours" he finally said with a sigh.

"And what reason would you want me to do that? I know you have the resources to just make a new one just as easily" she questioned before smiling. "My, did you somehow get attached to the boy? I did not know you swung that way."

Junior blushed but denied it all, "No no no. I'm not like Roman with his sick tastes. Just the kid is…earnest in his dream. Way too innocent to be a Huntsman at any rate."

Ah. So that was what he was getting to. The boy seemed to have somehow managed to tug the heart-strings of a man of the underworld of Vale without knowing it. She knew their type. Too innocent, too weak to do anything meaningful or get their hands dirty.

A useful tool when she gets her hands on one.

"And what is the name of this child?" she asked.

Junior looked even more uncomfortable, though that may just be due to the little ball of molten fire next to his balls.

"Jaune Arc. Family has a history of Hunters if I remember. Used to be a big-shot family I think" he answered with a grunt.

She tasted the name. Yes, that might do. Still it wouldn't do if she couldn't bend someone to use as a cover while at Beacon.

"But I have to ask-"

Cinder glared knowing what the man wanted to ask. She was not pleased.

"-Nevermind. Just act…less you and you might fit in with the other students. Remember that most of the people who get transcripts from my lot are too stupid to think that they don't actually have a chance to get into Beacon or also too stupid to think that they can't get in through other methods or just too stupid to wait for next year" the man seemed to reconsider quickly enough to his benefit.

Not to mention the minor vibe of other information she might fine useful. Yes, it certainly made sense for Ozpin to also recruit from those Junior allowed him. Such people showed at least minimal skill in searching for information or sheer acting that she could easily find a dozen ways of using such people.

And better yet, these people tend to be either too stupid to know when they are manipulated or skilled enough to get through without issue anyway. A win-win method for the Headmaster for better Hunters if those with more unique roles while also making sure to curb certain people from society via 'initiation'.

….Or the old fart was just that stupid to think of the best of everyone.

Either way, it benefited her that apparently there were many who managed to get into Beacon using this method.

"Is there any more opinions on how I should act?" she innocently asked while fluttering her eyes. Junior next to her couldn't decide to tell her out of fear or tell her out of her charm. Yes, that is what she is calling it.

"…Err…just never do that ever again if you're trying to make someone do something for you. That is far more creepy on someone your age than on a child" he said before realising what he said. Sputtering out, "Of course, that just means more adult methods are suited to you than trying to act like a child."

She intended to act like a teenage girl. Was this not the method to do so?

Not to mention that this is the second time someone mentioned that she was a bit too old to play the student. How was she too old? Her appearance practically was the same as when she was still a teen except that her body filled out more.

Perhaps she could ask those twins on how they act. While she was certain that they were far inferior to her in every way, more opinions and better yet, opinions from idiotic teenage girls was better than asking Junior.

…Was she so disconnected to those younger than her (she was only 2* years old!) that she was willing to rely on Junior just a moment ago.

Perhaps…Emerald and Mercury had a point

-o-

Filing the information she had gotten from the rather strangely eager twins after she somehow managed to bed them, she connected the dots in their words and came to a simple conclusion towards teenagers which spanned into even teenage Hunters.

They act far too emotionally and therefore weren't always rational.

They tend to boast a lot and lack the bite to make them feel safer while kicking other down.

They like impressing people for this 'social hierarchy' often using bullying to do so.

Naturally she dismissed such idiotic things that were the 'social hierarchy' because she was of course at the top of any hierarchy. However she did consider the other two points. Teenagers apparently were as smart as she had hoped and often used force instead of power to make others submit to them.

There were many ways of crushing a person instead of violence. Female teenage social groups seemed to be less lacking of this than males though being Hunters, violence in everyone was much higher than those without Aura to protect them somewhat.

As such, she moved on to what she wanted to do in Beacon, aside from sabotaging everything she could get her hands on, finding the Fall Maiden and possibly poisoning Ozpin's coffee supply to blend in better.

Once more, she used the opinions and knowledge the twins gave her which were surprisingly bountiful.

She would want to make 'friends'.

And she would want to have a 'lover' or several since she was skilled enough. She didn't know why but apparently teenagers these days would be able to collect several lovers based around their combat prowess.

Although that line of thought does make sense of why many young males would want to impress others.

If having multiple lovers made her more powerful in the eyes of others, than she would have several! Or better yet, she could use that Jaune person Junior referenced seem like he has several lovers to make her cover even better.

And better yet, no one would be able to tell that she was older than the others because she was acting like them in the end. If she had to have sex once or twice to make things more 'real' then so be it.

A brilliant plan if she could say so.

Too bad Emerald wasn't here. Using her illusions would make it much easier to manipulate the Hunter-student population. Still, Cinder knew she was skilled enough to twist everyone around her finger with a bit of time.

"Oh God, look at that loser."

"I can't believe someone actually managed to get sick just by being on an airship."

The passing two possible Huntresses provided a bit of information and with further information gathering, she managed to get a bare description on this person. Moving with grace, she eventually found a tall blonde vomiting in a trash-can.

Well it seemed that she had found Jaune Arc and from what she found, she was not impressed. The boy was wobbling with an unbalanced walk. Even common thugs could trip him over not to mention his seeming weakness as air-sickness was just plain…random.

Cinder could not find herself surprised that he was a cut weaker than everyone else on the airship.

While he was tall, taller than she was in heels, his figure was quite lithe if she had to describe it. While this was not that rare even among Huntsman, the way his body moved spoke of how untrained his muscles were. He would be easily overpowered by even Huntresses that usually specialise more in speed than power techniques.

Not to mention she found he was lacking the trace of Aura that everyone else had from her observation of a minor bruise that hadn't gone away from the beginning of the multi-hour flight till now.

He had no Aura.

He was practically a civilian.

He was especially stupid.

At that moment, she had doubts she could use him effective. But such thoughts disappeared as she realised how much easier it would be for her cover if the one covering her did not know what he would be hiding.

Therefore Cinder had little doubt that she could manipulate him into something she could use. She almost salivated at the thought of not just collecting another tool but making one, forging useless materials into something better.

After what she would do this boy, no one would say that Cinder Fall could not build as well as destroy.

-o-

Pyrrha Nikos was alone in a compartment in the Bullhead. She was here willingly as she feared that there were a few people who recognised her and would quickly try to strike up a conversation with her.

"Oh my god, you're Pyrrha Nikos!"

"Please teach me how to fight! If it is you, I can definitely become famous!"

"Can I get your autograph?!"

While…she didn't exactly mine the fame that came with her championship and the title of 'invincible girl' as they were recognition of her own skill in combat, what she did mind was the constant barrage of strangers coming up to her as if they were friends while trying to manipulate her for their own gains.

In the past month along, there were dozens of marriage proposals all promising a life of wealth and luxury without anything else to back their word or even try to interest her besides shallow words. In the end, she was tired of her fame and went to Beacon in hopes that she would get a fresh start.

Looking back on it now, it was a mistake to win those tournaments without a single lost. What little friends she had whittled down to nothing as they left or tried to use her in the end. And after that…was a life without friends but many strangers that all said they knew what was best for her.

Therefore she left.

She didn't want to be Pyrrha Nikos, Champion and Invincible as the media proclaim her to be. She just wanted to be Pyrrha Nikos, friend, Huntress and a normal person with normal hopes and dreams.

However it looked like even going to Beacon was starting to be a mistake as well. She had heard of how Beacon managed their Hunters, how the teams they would be in would become as close as family in the end.

Now…

Now she placed her hopes in that she would meet at least one person that could see through everything and recognise her as a normal person. It wasn't like there were people who would actively stalk her here right?

-o-

Jaune Arc was more familiar with the many trash cans on the airship than actual people on the same airship at this point. From the moment it lifted into the air, he could feel that his stomach did not agree. It did not agree at all and it was making it all more apparent to him that it did not for several hours now.

It was a mistake to have that large meal prepared by his mum for his trip to Beacon. All of that food was now being vomited out of his mouth with every passing other minute.

This meant that he had no time to actually talk to someone, not that many people wanted to associate with him either way. In the village Jaune was…not popular. However this just meant he had a second chance at Beacon!

He was going to be a Huntsman! A hero! Someone who could protect people just like his grandfather did and countless of his ancestors as well. It was his dream and he was prepared to risk his life to do so.

Jaune wasn't stupid…not that stupid. He knew that fighting Grimm was a danger and he might die at any moment. That was why he took his family's old sword and shield. Concea Mors with him to Beacon. However he also knew that his family didn't approve of him going to become a Hunter.

'The job is dangerous. You are risking your life for nothing', they say.

So he ignored them and prepared as best he could. Even if he didn't actually get in with his own merits this was still a school, a place for learning and what better place to learn how to be a Hunters than a place for Hunters to be trained?

It wasn't like they actually believed that everyone could be skilled enough to be a Hunter before they actually get into this school right?

-o-

Ruby Rose was excited for her first day of Beacon. She was scared and afraid that she would need to leave her sister as she moved on due to the separation of their ages but the incident of Roman Torchwick and Headmaster Ozpin letting her into his school early dashed all of her worries!

"Hey little sis. Excited for your first day?" her older sister in too many ways teased. It wasn't fair! Yang's body was just so…developed and tall that she could press her breasts on her head.

She needed to drink more milk. She was a later bloomer. A late bloomer! Eventually, she would have a body so much better, taller, and fuller than even her sister in time. She was just…fifteen so that was years away.

Still, she was more than glad that she was with her sister now. Ruby had worried that eventually even Yang would move on without her. Mum had died, dad pretty much shut down almost completely after that, not even looking her in the eye and uncle Qrow was rarely home to teacher her how to fight.

Yang was always there.

And now, she would always be there even when they were at Beacon.

A team with her sisters and two others, doing adventures and protecting lots of people was practically a dream come true for Ruby. But it was just a dream still. As much as her teachers praised her for her talents, the other students…weren't as on good terms with her as she wanted.

Her sister had friends.

Ruby had her Crescent Rose for company as she fiddled around to inch that extra percentage of effectiveness out it.

Therefore Ruby had another resolution. She would make friends! How hard could it be? They were all Hunters-in-training and all of them were training to become strong enough to deal with all that the evil Grimm could dish out.

It wasn't like Beacon to accept people who didn't want to actually become protector of people, Hunters in their halls right?

A/N: New series! Woot! And I almost finished writing this one before I even posted a single chapter (10/12 chapters written so far)

As you can see, 'Cinder has a Mid-Life Crisis' is a comedy...of sorts. Kinda. Maybe. Okay I admit I have no idea on how to write humor. I need to revise Chapter 6 onward heavily after I finish writing the final chapters (need groundwork to revise things to begin with) so if I suddenly stop this daily chapter post thing I'm doing to do for 5 days straight then you know I'm editing stuff.

Honestly, I had intended to remove the concept that Salem exists for this series to work but I'm a sucker on making things harder for me to write out. Of course, Cinder doesn't actually rebel against Salem at the beginning...well I still have no idea what I'm going to do for the epilogue concerning them. Maybe I'll have her actually rebel, go in hiding or play the role of spy in the end.

Of course, there are other characters that this series will be focusing on and I seem to have unintentionally gave more focus to the other three members of her team then intended. Well, like I said, chapter 6+ needs a lot of revision on my end (especially since those chapter are Beacon chapters). I prefer to have the chapter usually 2/3 Cinder perspective and 1/3 everyone else but...yeah, need to work on that.

That and I might want to add in Emerald and Mercury's perspective as well.

Note that the chapters are pretty short. Above 4K words but under 5K words. This also means I'm skipping a number of things. Well just for a bit of a spoiler, Forever Fall for one. Really don't like how many times I read Cardin do something crap to Jaune/another character so I might as well skip it but mention it later.

Also, the dot points of how this series was structured were a lot funnier in dot points then in actual reality.