by neoraichu

Warning: This story contains yuri relationships as well as changes to the canon story line.

Chapter Zero: Background.

This is an AU of RWBY, so things have been changed to protect the guilty. :) The Great War was more akin to WWI than it was to guys with swords and spears. After all, it's quite a leap to go from medieval weapons like those to hunting rifles and other complex weapons systems in only 80 years, let alone robotics.

Since Vale and Vacuo shared a common continent, their battles were particularly bloody. It came down to massive trenches along their border, with several tens of thousands slain in the standoff (especially because of things like machine guns and poison gas). It also ended much the same, with the development of precision artillery, large bombers and tanks. However, mass Grimm attacks brought the war to a close before any side was defeated.

The four countries came together, and the greatest general of Vale proposed that not only all warfare would stop, but each county would found an academy of Hunters and Huntresses. They were meant to not only cull the Grimm populations of their respective countries, but also compete against each other for the glory of their peers and setting their nations position in the world.

One of the greatest aces of Vale was the profound "Red Baron", who was credited with the shooting down of more than 100 Vacuo fighters and bombers. Unfortunately, he didn't survive the war. His son founded a private aircraft company, building various forms of planes for both commercial and military uses.

Time passed and the need for warplanes subsided. They switched to peaceful planes like passenger carriers, but soon, technology was getting ahead of the company. So instead of going with the flow, they stuck to propeller driven planes. Some were prop-jet hybrids. Many of them were used for 'barnstorming', but a number of others were converted to Grimm Hunting planes. After all, they had low speed and precise control which made them great for hunting all manner of Grimm, be they on land, sea or in the air.

By then, the Red Baron's son retired and his grandson took over the company. He was enamored with Dust, and began finding ways to incorporate the miracle crystals and dust into the planes, their weapons and their fuel systems. Dust powered planes could easily stay in the air longer than their pilots could stay awake, so refueling was almost a thing of the past. Also, the planes grew in size to over 40 feet long and forty feet wingspan for a one seater plane. With the increase in size and payload, they could virtually carry a weapon load almost 50% as much as the weight of the plane unloaded.

These planes were true monsters of the skies.

One day, the grandson fell in love with a beautiful woman he wanted to marry. After all, it worked for generations before him. However, the woman wasn't impressed with his wealth, his power, or his prestige. She was a huntress. A graduate of Vale's own prestigious Beacon Academy.

So he tried to impress her by becoming a great hunter on his own. Never quite as good as her, but good enough to catch her attention at least.

Their relationship almost ended before it started because of an accident involving a shipment from the Schnee Dust Company. They both nearly died from Dust Poisoning, but they survived where many others died. After all, no expense was spared to treat them both.

They wed, and in time gave birth to a daughter that they names Marilyn Von Richthoffen (after her great grandfather). It was discovered that the dust poisoning of her parents somehow gave the little girl a powerful aura, and that soon turned into an equally strong and strange semblance: The Semblance of Armory. She could absorb material into herself and return it to the physical world on a whim.

At first, she was limited to small objects like her toys, but it grew exponentially. When she was ten, she absorbed the manor's limousine. When she brought it back, she somehow understood almost everything about it, even knowing how to drive and repair the vehicle. What she couldn't do was absorb beings with Aura, so even the weakest of animals could not be affected.

Normally, the process took minutes of concentration, but the time she needed to focus grew shorter as she practiced more.

Her parents saw great potential, so they decided to home-school her as a Huntress. They wanted to keep knowledge of her gift under wraps, so they convinced her it was best to hunt alone. After all, she could produce weapons at will as well as vehicles, so they saw no need to 'weaken' her with the notion of teams. It was easier to work alone and keep their secrets safe. She wasn't taught not to help those weaker than her, but she wasn't allowed to accept help from anyone else.

She did have one confidant, however, and that was her butler, Alfred. He was a canine Faunus of some skill and massive patience, and the family trusted him to look after her as he looked after them for about 50 years.

Her first hunt was more or less a disaster. She was brutally mauled by a griffin and lost an eye as well as gained some battle scars. The eye was replaced with a state of the art cyber eye and well as having half of her face reconstructed. In addition to normal sight, it has a number of 'special features' that enhance her ability to track Grimm and see in unusual circumstances. As a result, she has no love of anything Grimm. It only drives her to be the best Huntress that she can possibly be.

As she practiced using her powers, she grew to the point where she could modify things stored within. Even improve them. It got to the point where she could convert raw materials into ammo for her firearms on the fly, as if she never needed to reload. She could make all manner of specialty bullets and shells, ranging from anti-Grimm hollow points containing her Grimmbane, a mix of Wolvesbane, sea salt and a dash of silver dust to APIT (Armor Piercing Incendiary Tracer). This included bombs and rockets as well.

A side effect of her semblance is the more material she's stored in her aura, the stronger, faster and more durable she becomes. It's easily greater than most cyborgs and robots. She's also heavier than one would expect given her stature and frame.

Her motto: "If I'm going to slay a Grimm, I'm not gonna screw around!"

Thus begins the Flight of the Red Baroness...