Hi everybody, thank you for taking the time to click on this story. This is my first time trying to write a story on this site rather than just reading them all and not contributing to it, soooooo please be gentle?

This story will not be perfect, there will properly be mistakes in spelling and grammar and it might confuse you at times, if it does let me know in the reviews and I will fix that

Any way as the title implies this is a crossover of RWBY and Bioshock, I am nether Rooster Teeth or 2K Games so I own none of the characters, locations, etc. (even if I want to)

Now with that out of the way, let's begin

The world of Remnant wasn't always the land of chaos it is known for today. It was once a Beautiful, lustrous and bountiful world filled to the brim with wonders and marvels that the current population could only imagine, however due to an unknown event that shook the very foundations of the world. It is now a tough and cruel land for humanity. The reason is that the world was now plagued by a great evil, a threat that put both humans and faunus alike at risk of extinction. A menace that no matter how hard it was fought against the tide of black never receded.

The Grim

A force that took on many different forms and sizes, from the simple beowolf and ursa to the mammoth sized Goliath. From the avian nevermore and griffon to the aquatic leviathan. No corner of the world was safe from the destruction and death that the grim caused. No man, women or child was spared from attack from the evil sweeping the land. It truly looked like the grim would complete its goal and wipe out humanity for good.

That was until Aura and Dust was discovered.

Aura is the manifestation of the soul of every living thing that makes its home in Remnant. This life force became the shield that humanity needed, protecting them in battle and giving them a chance to survive against the grim, and when people started to unlock their semblances, abilities their aura granted them that were unique to each and every individual, humanity was finally ready to fight back.

But if aura was the shield, then dust was the sword, no one knows where these strange crystals came from but man figured out they could be used for practically anything, fuel for engines, components for computers, nearly all technology nowadays has dust integrated into its design. But back then and still to this day the main use for dust is for weapons, its natural potency against the grim and modern uses in bullet cartridges allowed man to truly fight back the black tide with nature's wraith in hand to give them the edge.

Now with a more even footing humanity was able to come together. They started to build small settlements that grew into the great cities we see today. These great cities allowed humanity to protect those who could not fight and helped them to start reclaiming the land away from the grim. As of now 4 cities stand as pillars of success for the world to see leading their respective kingdoms of which they share their name.

Atlas: the tundra of the north, most well known for its technology and military might

Mistral: the lands of the east, housing huge diverse cultures and ecosystems

Vacuo: the deserts of the west, the barren wastelands shaping the hardiest of people

Vale: the central mass of remnant. Considered the safest of all the 4 kingdoms due to its natural defences

At this current moment of time the land of remnant sits in an era of peace. The 4 kingdoms having only 80 years ago ended a bloody 10 year war known only as "the Great War". A war that ravaged the world and allowed the Grim to take over much of the land that humanity worked so hard to claim for its own, including some pieces of land that to this day have still not been reclaimed. After a massive conflict like that it would make sense that the people of remnant would have learned from this mistake. That they would of united together against the Grim and stopped fighting each other.

Unfortunately it would seem that humanity struggles to learn its lesson; in truth the world of Remnant still has many problems plaguing it. On top of the Grim we have the unjust racism targeted at the faunus people for no fault of their own. This lead to the Faunus Rights Revolution in a bid for the faunus to gain equal rights and when the faunus were still treated like second rate citizens, From the ashes of the revolution The White Fang emerged. Starting as a peaceful movement dedicated to gaining faunus equal rights they have now metamorphosized into a terrorist organization, destroying human shops and business and Unleashing planned terrorist attacks in populated areas with the sole objective being the lost of human life.

But the biggest threat to humanity is only known by a select few, a secret organization dedicated to the protection of human and faunus life from the evils they don't even know exist, stopping kingdom wide disasters before they even come into play.

It is a conversation between 2 of these members, 15 years before our main events that this story can truly begin.

Beacon Academy. It is 1 of the 4 academies where the people of Remnant send their future prospective huntsmen and huntresses to train. At these academies they will be imbedded with the knowledge they will require to fight the grim and the scum of the earth that would threaten and endanger innocent life. The academy is shaped like a castle of sorts, spires and arches and ancient architecture make up the shape of the building with a mix of both medieval and modern design for the interior. In the dead centre of the academy striking an imposing figure is a central tower, a feature you could see anywhere on the grounds. This is the Cross Continental Transmit Tower or the CCT tower for short. 1 of 4 towers that allowed the 4 kingdoms to communicate with each other. But this tower serves another purpose, a purpose we are more interested in. At the very top of the tower it serves as the office of the headmaster of Beacon, an office where they can deal with any paperwork they need to sort out, a place that they can store important information away from prying eyes or a calm private room that can be the location for a very secret and confidential conversation... Like it is now

Two men sat on opposite sides of the main desk of the office gazed at each other with calm and neutral looks. No noise betrayed the silence of the room save for the constant rhythm of the giant gears that power the clock face on the outside of the tower. To an outsider looking in it would seem like a simple pause of a conversation, but to anyone inside the room they would be able to feel the tension between the two beings like the calm before the storm. Considering whom the two men were a fight was unlikely but if one did break out then lord Monty help anything caught in the crossfire.

The first of the men in the room looked old at first glance, but a more detailed look would prove that observation false. He had a mop of silver hair (bordering on gray) on his head and a set of stylish glasses set in from of his brown eyes. His attire consisted of a black blazer jacket and dress trousers, a green dress shirt underneath and a green scarf around his neck. In one hand was his ever present cup of coffee that he never seemed to part from, griping the handle a little more tightly than needed, his other hand on the desk had been inching unconsciously toward his walking cane leaning next to the desk, a walking cane that despite always being seen leaning upon it, a trained eye could tell that he only did so as a charade. This man is named Professor Ozpin, current headmaster of beacon academy and arguably the strongest hunter alive at the moment.

The second of the men could be considered to have a strange duality about him. His brown quality suit and black smart slicked back hair was at contrast with the intense stare more befitting a veteran that had seen too much bloodshed in his time, his dark brown dress shoes and white handkerchief in his breast pocket spoke of a business man while the calluses on his hands and the scar that slashed against his right cheek spoke of a hardened warrior that had survived countless battles, even the man's weapons showed this split. To the left leaning against the table was what one could consider a gentlemen's choice of armament, a seemingly innocent looking 9-iron golf club make from a mixture of high quality metals and engraved wooden finishes, a club that the man had named (while he was drunk but then had it engraved onto the head of the club) 9-Irony. But on the right sat upon the desk was a more traditional weapon of a warrior. A simple looking longsword with a grey cross guard and a blue handle, the blade that sat in its sheathe on the desk was named Crocea Mors. The weapon of the man's great grandfather passed down in the family line. The man that was of such a divide of fighter and aristocrat was named Andrew Arc. Former team member of Ozpin's, the reason why the title of strongest hunter was argued in the first place and a man who had worked himself a fortune from the ground up. He could truly be considered one of the strongest men alive, capable of achieving anything he set is mind to.

Except changing Ozpin's mind when it is set on something, it seems.

"Ozpin, we have known each other for years. We have offered each other advice with our problems many a time. Why is it that now in my most vulnerable state of being you refuse to see the incompetence that the council calls protection for what it truly is and instead stand idly by while they ravage the city like how buzzards picking at a corpse?"

Ozpin took a drink of his coffee to help calm his nerves as speaking with his former team member could be very difficult when he was incensed. Andrew was known for a sound mind, even when they had been paired up as a team in their youth. While Ozpin may have been made leader of their team all those years ago he had often asked for the opinion of this partner as he would offer valuable insight that he himself might have missed. This second opinion would always come from a calm mind that had put the advice through

Several layers of thought processes to make sure it was sound. However that changed when Andrew allowed his emotions to take control.

Andrew was known for generally keeping a level head no matter the situation but if you were able to make him lose his cool then he would start to listen to his heart and while his heart usually meant well it was known for coming up with plans that were very unorthodox, elaborate, impractical and very dangerous.

"I will admit that the council is flawed, that there is a lot that they need to improve on. But your plan, this idea to overthrow the council and erect a new one in our image is talk of madness Andrew."

"Is it Ozpin? Is it madness that I have finally seen that any positives the council give us no longer allow for the incompetence they constantly get away with? No Ozpin the current council is an obsolete feature that Vale no longer needs; it is time for a change of pace and a new set of faces to govern the people of Vale"

"And who would you suggest for this new council Andrew? Glynda perhaps, making me drag her from her newly appointed teaching career just to shove her onto the council board, dooming her to a lifeless job full of red tape and misery? Or how about young Mr Roman Torchwick, that young man that it seems you have taken under your wing as an apprentice. I'm sure that he would love to take on such a position before he's reached the ripe old age of 21."

"If you're done patronizing me Ozpin I have not just come up with a list of candidates without thinking about it, I have given this plan of mine careful thought and consideration and I have with me a list of the people that would make fine candidates for the council"

With this Andrew pulled out a small folded piece of paper from his inside pocket and placed it onto the table. He then looked up to Ozpin's face and stared into his eyes waiting for him to pick it up. Ozpin reached his free hand over the table, grasped the paper and brought it to the front of his face. As he put his ever present mug of coffee down and unfurled the note to read it Ozpin wondered if any names he recognised would appear, as it turns out they would.

Bill McDonagh, a well known general contractor that had worked on many of the biggest projects of Vale, Alex Sullivan, a retired but well respected chief of police, Professor Julie Langford, a botanist who's work had revolutionised plant conservation and was still breaking new grounds today. The list was filled with names like this, people that were known for long and successful services in their field, the best and brightest of the generation you could say and hardly a mention of any true politicians save for a small few. But there was one big reason this list caught Ozpin's attention

"Andrew I have some concerns about the list here, while I don't doubt their ability to address the problems council members would encounter in their respective roles, I can't help but notice that most of these names, if not all of them are either a business partner, someone in your pocket or a close friend of yours... Care to explain why?"

He looked at Ozpin with a confused face, as if the question's answer was obvious. "The council needs to be made of people that we can trust. People that we can depend on to listen to us and help when needed. We won't get that with randomly selected candidates Ozpin. These people are guaranteed to listen to reason, and will be 100% loyal..."

"To you Andrew, not our group"

"I was not aware that there was a difference Ozpin"

"There wasn't, but with this plan of yours I can't be too careful"

Andrew stood straight up after that comment, his chair screeching against the floor as his hands slammed upon the table "Damn it Ozpin! Why can't you understand that this is the best option for the kingdom of Vale? They need a council that won't throw them to the beowolf's at their leisure just to save their own skin! Why can't you see that?!"

Ozpin flew up to meet him, his cup of coffee falling from the table with a resounding smash as ceramic and coffee sprayed over the floor whilst his hands clashed against the table to match his partner " the same reason that you can't see that this plan would destroy the city of Vale! The people are this close to falling into a state of panic, the last thing we need is to cause an upheaval with a sudden change of council!"

"We can reassure them! Keep them from panicking..."

"Really Andrew? You know just as much as I how the general public think! They are like sheep, needing constant guidance in their life, and they panic as soon as any danger rears its head. Removing the council if only for a second in our current state would cause nothing but calamity!"

At this point both men were literally face to face, noses almost pressed together but neither man cared. They had both become too angry to notice. Both men were wound up tight like a cheap clockwork toy, and it would only take the wrong thing to be said to unleash them upon each other like rabid dogs.

"Well then perhaps we need to step out of the shadows and make ourselves known as the true protectors of vale instead of the council! Perhaps it's time that we took charge of running the kingdom instead and truly start making things right!"

"Now you want us to go public!? Our one advantage is that no one knows that we exist! Ignorance is bliss Andrew..."

"Then the public live in a nightmarish heaven Ozpin! They need to know what it's truly like out there! I refuse to allow those... THOSE... PARASITES RUIN VALE!"

"If you continue on like this Andrew it will be you who destroys vale! And I refuse to allow my city to become JUST LIKE MT GLENN!"

*CLANG*

If there had been anyone else in the room at that moment, they would have attested to seeing something akin to a pause in time. As one moment both men were simply standing there and yelling at each other's faces, but as soon as MT Glenn was mentioned both men seemed to suddenly phase into a sword/cane lock with a frozen but fierce intensity. It was as if the men had been pulled straight out of a warzone between two factions that hated each other and had simply been placed in an office.

Both men stared down at the other, their faces appearing calm on the surface but unbridled rage beneath the skin. An intense battle raged between their eyes with no clear winner in site. Two titans locked into an eternal struggle with no sign of peace on the horizon and only a promise of death and destruction to all who would get in the...

"Ozpin sir I've finished with those reports you asked me to do. Should I just leave them on the... What's going on?"

Both men were broken out of their personal battle of stares and turned their heads to the sudden new voice in the room. There walking out of a freshly closing elevator stood a young woman holding a small stack of papers across her chest. Shiny blonde hair and smart secretary like glasses framed a cautious face as she gazed at the two men locked together. Her free left hand slowly sliding down her side to her hip, where lay a simple (if slightly out of place and almost kinky) looking riding crop. This lovely lady was known as Glynda Goodwitch, current deputy head of beacon academy and currently the only thing distracting the men in the room from redecorating the wall's a lovely red colour.

"Ozpin... is everything alright?"

Ozpin only had to have a glance at his deputy to know that she was nervous, and she had every right to be. Two of the most powerful men alive were in a standoff right next to her, and it would be very likely that she would be caught in the crossfire. That thought was enough to calm him down, and it seemed that idea applied to Andrew as well. Both men turned back to each other, and a small understanding was passed between the two. Andrew stepped back from the clash, sheathed his sword and attached it back to his side, and then walked over to the main window overlooking the school. This allowed Ozpin to deal with Glynda.

"Glynda you said that you have some paperwork written up for me?"

"Well yes sir I do but what was that all ab..."

"Don't worry about that Glynda if you would just place those on the desk for me that would be great"

"Ok..?" Glynda walked over to the desk and placed the stack of white papers onto the cluttered desk mindful of the now coffee stained floor surrounding the table. She looked over to the man standing at the window overlooking beacon. He remained silent and still, almost like he was a statue brought to life but had forgotten that said life allowed it to move. Glynda debated whether it was worth trying to find out what was going on between the two men but decided against it.

This seemed like a mess that was way above her pay grade.

"Well sir, I have some messages to pass on to you, Qrow wanted to inform you that Summer Rose has just found out that she has become pregnant, Prof…. Doctor Oobleck has just received, in his own words 'the goods' you requested…"

"Oh thank Monty"

"And is currently holding in his office for you to pick up. Lastly your appointment with the council of the 5th has been moved back to the 10th due to… 'unforeseen circumstances'."

Ozpin felt himself flinch at that last message, despite not showing it in his face. Of course issues with the council would crop up now, a subtle glance over to Andrew betrayed no clue as to him having heard the comment but Ozpin knew he had, the real question would be whether his mood was affected by it.

Oh who was he kidding it probably was.

"Thank you Glynda you've been a massive help getting Beacon organised. In fact, why don't you take the rest of the day off? Paid of course. As a reward for the hard work you've given us in the short amount of time you've been here."

"Ozpin sir I can't do that! There's too much work to be done! I have to deal with the invoices for the food the cafeteria needs and the surplus amounts of dust that we have bought for Professor Peach's lessons…"

"I'll deal with the invoices and all the rest Glynda I promise."

She went to protest further, but them realised she was arguing for not taking free holiday and instead staying to do very tedious work. And if she recalled correctly she hadn't had any holiday since she had started working at Beacon. She found herself liking the idea more and more, but she would still give him the chance to back out.

"Are you sure you will be alright?"

"Yes" No I won't. That Paperwork will be the death of me

At those words Glynda's face lit up like a flare "In that case sir thank you very much" and with a small spring in her step made her way over to the elevator, pulling out her scroll as she did so, the last Ozpin heard of Glynda as the elevator doors shut was "Carol? Meet me at 3, I'm been given the day off…"

Ozpin heaved a big sigh of relief at the site of the elevator descending, or was it dread? That decision was going to bite him in the rear later, he knew how much work was involved in those invoices but it was a sacrifice that was needed. He could now deal with the goliath in the room.

Ozpin walked over to the window that Andrew was still standing at. It really was a beautiful view he mused. Perhaps he would be able to argue the need for a balcony to be built so as to enjoy the view properly, yes he could see it now, a teacher's meeting held out on a marvellous sunny day, Port cooking on a barbeque, the scent of burgers and sausages wafting through the air. Oobleck deep in conversation with Peach, Oobleck not realising that Peach was staring a tad less focused into his eyes. And Glynda lying on a beach chair, shades on, whip leant against the chair and getting a tan whilst wearing a tight 2 piece… And he was stalling instead of dealing with the problem at this point.

Ozpin contemplated what he should say; he knew that this next conversation would be his only chance to calm Andrew down so he needed to handle this carefully. He walked up to become level with him as he stared out into the world. Silence reined for a few moments before Ozpin spoke up.

"It's quite a view up here isn't it Andrew? When I became headmaster of Beacon this view astonished me. It reinforced what I was supposed to protect. Both as a headmaster and with our organisation."

Ozpin gazed out to the landscape before him. The view included the sight of the school grounds, where the proud statue of Andrew's ancestor stood, beyond that was the woods they used for initiation, filled with old world ruins and large amounts of grim. And beyond even that, across the cliff side and way into the distance stood the city of Vale.

Opzin's small smile died on his face, in preparation for his next set of words. "Andrew, I'm sorry for what I said earlier. My emotions got the better of me and I should have known better that to bring up Mt Glenn…. Nor did I imply that you were to blame for that tragedy. I know that you never wanted that to happen. I'm truly sorry."

A thick silence covered the office as he finished his apology, only broken by Andrew pulling out a thick cigar from his breast pocket. He then pulled out a small vial filled with a red powder, uncorking the vial he poured a small amount into the palm of his hand and squeezed the dust in his hand. After about 3 seconds he uncurled his hand to reveal a small fire floating in his hand, he brought this flame to his mouth to light his cigar and once it was lit he shook it to put out the fire. The scent of the smoke wafted around the office and Ozpin was half tempted to yank the cigar out of his mouth. He knew he did that on purpose as he hated his office smelling like a cigar box but decided against it.

Silence once again covered the room like the smoke of the cigar leaving the two men to enjoy the view and smoke (even if only one was enjoying that.) After a few minutes however the silence started to become unbearable for the grey haired headmaster, who was still unsure what Andrew was thinking about. But just as he was opening his mouth to break the silence it shattered when Andrew spoke 5 simple words

"I tried to warn them."

Ozpin looked at Andrew after he spoke that comment with a shocked expression. What caught Ozpin off guard was not what he said, but how he said it. Andrew's face betrayed no emotion, keeping a stony expression as he gazed out of the window. It was his voice that gave away his thoughts. The voice that spoke those words did not belong to Andrew Arc, CEO of multiple businesses and veteran hunter. It was the voice of Andrew Arc, a scared hunter in training worrying before a tough mission or a 17 year student who had found out that his father had just died from a heart attack. It was the voice of a broken man.

"Mt Glenn was supposed to mean something, a symbol of what Vale and its people could accomplish despite the ever present threat of the Grim. Instead it became a tragedy, a painful reminder of what the Grim are capable of. But it didn't have to become that did it Ozpin?"

Ozpin looked out into the world once more, a grimace marking his face as he knew what that comment meant. He followed the gaze of the man next to him, he saw that it pointed out to the city of Vale, but Ozpin knew that Vale wasn't what his eyes sought out. That prize belonged to the small mountains that protected the city from the Grim threat. The mountains that gave vale such a defence against the grim, and the only thing blocking the view of Mt Glenn from the office

Andrew's voice grew in strength after that, slowly returning to its former glory. "The building of Mt Glenn had been well underway for a couple of years at that point hadn't it Ozpin? A combined effort between both my workers and those contracted by the council. And we were close to completion, so close that people were already living inside the inner most areas of the city. You would think that such a big project would warrant a big budget to be spent on the protection of the city, to ensure that Mt Glenn was well guarded? We got HALF the staff we needed to protect that city!"

Andrew turned to look at Ozpin again; the fire that had been reduced to an ember had now returned with a vengeance blazing like a forest fire. Painful memories started to come forth from the deepest reaches of his mind, rising out of the graves he had put them in. And all they ended up doing was feeding the fire.

"You would think that when they decided to have a massive open day at Mt Glenn, a day that was supposed to promote the city in the eyes of the people and investors that they would increase the amount of protection that it had! To make sure that they could cover the expanded amount of people at the event! To make sure everyone was safe! TO MAKE SURE THAT A GRIM ATTACK COULD NEVER HAPPEN!"

The cigar that had tried to calm him had long been forgotten by Andrew as it fell to the floor in his rage. He marched over to Ozpin while his unfocused anger seemed to spiral around him. Suit covered arms reached out and grabbed blazer as he drew a surprised Ozpin in for a face to face chat.

"I pleaded… No I begged them to send us more staff to help police the event! I warned that in no uncertain terms we were dangerously understaffed! And I TOLD them if the grim were to attack on that day the whole of Mt Glenn would BE LOST. And what did they do? What was their course of action when a veteran huntsman told them that thousands of lives were at risk because of a lack of manpower they could easily fix? NOTHING!"

His grip on the blazer weakened enough for Ozpin to back up slightly. A moment was taken to sort his attire out before Ozpin looked back at the rage machine before him, except it seemed it had run out of steam. Andrew eyes had gone blank, transfixed with something a thousand miles away. His gaze lowered down to his still clenched hands and slowly uncurled them, like they would break if he moved them too fast. As quickly as he had disappeared, the broken man named Andrew Arc once again made himself known.

"We were understaffed…. Too thinly spread….. Tired and overworked….. And our morale was at the lowest it had ever been. With the noise that the event was producing and with how much negative emotion the guards were likely making, it was no wonder that the Grim decided to attack us on that day. We were woefully unprepared for what happened. The only reason we were able to make a decent evacuation attempt was because the defences that were built around us were of the highest quality. It's just a shame that they couldn't last against the force that the grim attacked us with."

Screams of both terror and pain filled the air from the mouths of civilians and huntsmen alike, his heart pounded in his chest like a menacing drum as he ran between targets, his sword a mere white blur that cut the Grim down like weeds. Unfortunately like weeds more seemed to crop up in their place. And unlike the Grim, when one of their own fell they weren't replaced, he jumped up onto a roof so he could survey the battlefield before him and to his dismay it wasn't pretty

He saw a woman kneeling next to half a corpse of a man with one of the non-hunter security trying to pull her away, he spotted another security member get swarmed by small nevermore, their black feathers covering his body from the light as their bony beaks stripped the man alive before his very eyes, but out further beyond the wall was the true cause for alarm. A horde of Grim making their way to the wall, with a Goliath at the front.

Goliath's were some of the biggest grim to exist and could grow to unbelievable sizes so the 20 story pachyderm was a monstrous sight to behold. Black leathery skin covered the beast with the Grim trademark white bone shards protruding out of its body. Its thick long black legs stampeded forward with purpose, uncaring about any lesser grim that got squashed underneath its white toes. The curved tusks allowed the rampaging mastodon to barrel forward knocking aside any grim in its way, its large ears flapping with irritation in the wind. Its face was covered by a white mask inscribed with red markings that curved and bended over and around the eyes. And its eyes, small pinpricks of amber compared to its massive body glared at the wall with a burning hatred of man.

Andrew knew that the elephant grim would smash the wall to pieces. There was no way with their current firepower, manpower and coordination levels that they could put the beast down. Mt Glenn was lost. It was just a matter of time

"FALL BACK! GOLIATH AT THE WALL!" The cry had left his mouth before he had even realised. Its volume reaching out over the carnage before him. Civilian cries of terror worsted as their protectors started to get pushed back. Andrew re-joined the fray, his blur of a sword now joined by its shield counterpart as he hacked and slashed at the mass of black before him. His shield now becoming a valuable lifesaver as he covered his allies and the innocents from the Black Death surrounding them. Their goal as was any other groups was now to make it to the tunnels that linked Mt Glenn and Vale; they were the only chance of evacuation that the civilians had left. They were slowly making their way back to the evacuation site when a piercing cry caught Andrews's attention

"PLEASE SOMEONE HELP!" Andrew sliced the head of a grim that had leant forward to bite him and turned his own to the right, a woman had fallen to the floor outside of the zone of protection that he and the other's had made and had caught the attention of a fearsome threat. It towered over the woman, standing 10 feet tall easy. Long powerful legs kept the beast upright allowing its hands to bear a twisted resemblance of a man's. Its barrel chest and muscled arms spoke of the strength of the beast, while its clawed hands and feet promised a painful end to anything unfortunate enough to be on the receiving end. White spike like bones jutted out of its back, arms and spine whilst its face was covered by a white bone mask. Pointed teeth could be seen exposed outside of the jaw as the creature opened its mouth to take a bite, its amber eyes focused solely on the now crying woman. It was a beowolf, and judging by its size it must be an old and powerful one, an alpha.

Andrew sprinted over to the woman, cutting down any Grim that stood in his way, his tired legs working overtime to make the journey. He raised his shield in preparation to stop the bite from happening, tunnel vision falling in place as he tried to stop the beowolf. He was so close just a little further and

*SLASH*

Andrew Arc didn't feel the pain, not at first. He figured it was the adrenaline coursing in his veins that numbed the pain. He was aware that something had happened but for the life of him he couldn't figure it out. it was like the world had lost all gravity and he had become numb to it. When his back smashed straight through a brick wall, stopping his impromptu flight, that's when the pain kicked in

His body crashed and landed in the remains of a dust shop, smashing several display cases and causing dust (both magical and ordinary, both crystal and bunny) to spread all over the shop floor. As his body came to rest at the back of the shop, laying in a pile of red and grey dust a faint glow of white spread around the body of Andrew, said light began flickering on and off before the light seemed to shatter and disappear. Andrew's aura had just been broken, and this fight just got a lot harder.

Andrew pushed himself up onto his hands and knees, his hands scrunching up in pain. His right hand opened and reached for his face to wipe away the dust before groaning in pain as his face lit up like it was on fire. He looked to his right to see a broken mirror reflecting what was wrong and he flinched in shock, A gash about 3 inches long was cut straight across his right cheek, the wound had already taken in dirt and dust from the pile that he had taken a dirt nap in and it seemed quite deep. He swore he could see his teeth despite having his mouth shut.

Andrew rose with a sharp intake of breath, legs shaking with the effort. His shield had remained on his arm but Crocea Mors had flung from his hand and embedded itself into a blue office chair in front of him. Ripping the sword out of the overgrown blue pin cushion (taking much more effort than usually needed) he stood on unsteady legs and turned to the hole he had made in the brickwork

The beowolf stepped into the dust shop, its uncovered fangs seemed to smirk at him as it walked into the centre of the room. Its left claw was stained with blood, dripping with a steady beat. The beast bellowed at him but Andrew didn't feel that intimidated by it, the creature had gotten a sneak attack on him and that was the only reason it had drew blood. Besides now the attention was not on the woman but rather on him…

Wait….. That's not the same beowolf!

He looked to the hole of the building, past the new challenger and scanned the outside for the woman and beowolf from before. He saw them only a couple of feet away from the hole in the building but then his blood ran cold

The woman's eyes had lost a lot of emotion in them, staring into the sky for seemingly no purpose. The voice that had pierced the air before had become nothing more than strangled gasps. Her hands tried to grasp at her throat, but something was already covering it. As for the beowolf it had grasped the woman by the waist with both hands and had suspended the woman into the air. It had then proceeded to trap the woman's neck between its jaws. Blood oozed out from the puncture wounds, staining her neck and the beowolf's teeth a bright red. The woman's strangled gasps had become death gurgles as she choked on her own blood. Her eyes searched out and finally found him looking at her, and before Andrew could even try to make it to her, the beowolf strengthened its grip on the woman's waist, yanked its head to the side

*CRACK*

And broke the woman's neck.

With its job now completed the beowolf released its grip on the neck of the woman and threw the corpse to the floor. It then turned around to look directly at Andrew, it's teeth still stained red from its latest kill and walk slowly to the hole in the wall to join its younger counterpart.

But Andrew didn't notice that. He didn't notice the two big wolfs now stalking their prey. His attention was now focused solely on the body it had left behind. Dark long hair framed her face, wildly fanned out on the floor. Blue eyes that once would have held so much colour were now muted and lifeless. Blood oozed out of the bite mark disfiguring her neck. And her full red lips were frozen in a last call for help. Help that never came.

Andrew felt something build up inside of him. It was a funny feeling. He knew what it was basically but he didn't quite know what to call it. Angry was nowhere near good enough, mad was too basic a word for what he felt at the moment and incensed was too refined for the situation. This feeling was one of the biggest he had felt in a long time and it needed a suitable name….

Outraged. That's what he felt.

With a mighty cry Andrew roared at the beowolfs in front of him. He raised his sword and struck the floor, a resounding clang as the blade collided with an unyielding marble floor. This sparked the smaller of the two, the one who had slashed his face to rush forward and leaping strike the hunter in front of it. It was the more inexperienced of the two and therefore didn't see the danger the older one did. Andrew scraped his blade along the ground, sparks lighting up from the fiction, these sparks ignited the red fire dust that had coated the ground in the crash, causing a huge slash of fire to fly forward to meet the grim. The one who had been staying back had enough time to dodge out of the way, but the one that had charged forward had no time to react as the fiery wave cleaved the grim in half leaving 2 pieces of grim matter to fly past Andrew on either side.

The other beowolf looked at the fate of its pack member and roared at the man who had cut its kin in two. In return the man roared back, the rage inside his heart bright enough for him to appear like a beacon for the old wolf. And then as one they charged at each other, bone against steel, claw against sword, grim verses man. The beowolf leapt up into the sky as Andrew raised his shield and prepared to...

"ANDREW!"

Andrew flinched and staggered back in response to Ozpin's call. His head twisted and turned to try and find the beast that had killed that woman. He soon realised that it was only a memory, that the beowolf was very much dead and that he was currently in Ozpin's office. He turned to face the man in question when he felt moisture fall down his cheek. When he wiped it away, to his surprise he find out it was because he had been crying. He quickly wiped his cheeks with his pocket handkerchief before returning it to his suit pocket. His expression remained contemplative as he broke eye contact with Ozpin to continue where he left of.

"When the goliath broke down the wall we knew Mt Glenn was lost. At that point our only concern was getting the civilians to safety. My group as well as any others all made our way to the underground tunnels that connected to Vale. Those still alive of the security force made a last stand defence to hold off the Grim while the civilians boarded any trains still there. When it was clear that we couldn't afford to hold out any longer…. We sent the trains out while we fell back to the bullhead field."

He didn't say it out loud but Ozpin understood the hidden message in his words. Those who were unable to make it to the train stations were unfortunately left behind. As for using the trains for the civilian evacuation instead of the bullheads he could understand the decision.

The Bullheads were VTOL jets, made for durability, manoeuvrability and strong firepower. They were not meant for carrying a lot of passengers as they had a limit of carrying about 6 people at a time including the pilot. Trying to cram the amount of civilians that they had into the limited number of bullheads was not going to happen. Not to mention that the airfield that housed the bullheads were nowhere near as defendable as the train station due to the open area needed for the jets to take off.

"The journey to the airfield was a nightmare. The Grim were determined to make sure we didn't leave alive. We lost half of our surviving force making our way there. Out of our total security force we started with, only about 50 made it out on the bullheads. But on the way to those Bullheads out of there one thought kept moral up. One thought allowed us to feel better about what happened and kept us able to continue fighting. That thought was that we got as many of those civilians out of there as we could. The knowledge that they were safe and sound in Vale allowed us to rest easy, knowing we had done our job."

Andrew turned his head back to Ozpin, a flat and dead expression set like stone on his face. "We had no idea what had happened."

"When we had landed we tried to find out where the people we had evacuated turned up. We wanted reassurance that we had done some good. But when we tried to find them we found that there haven't been any people come down from Mt Glenn come on the trains. In fact the train station was not even informed that Mt Glenn had been attacked!"

"It turns out when the council heard that Mt Glenn was being attacked they panicked. They decided that Mt Glenn was a lost cause and had the tunnels connecting Vale and Mt Glenn sealed off to stop anything making its way into Vale! I'm sure you know what that means Ozpin!"

Ozpin closed his eyes and turned his head away from Andrew. Of course he knew what that meant. With the tunnels blocked off from vale the trains would have collided against the blockade causing many of the passengers to perish in the crash. Those who were unlucky enough to survive the crash were trapped between a wall, the wreckage of the train and a wave of Grim racing down the tunnel to the vulnerable prize at the end. The only people down in those tunnels would be the civilians evacuated from Mt Glenn as well as maybe a couple of huntsmen that were too injured to fight.

It would have been a massacre.

"All those people dead! And why? Because the council didn't trust they own huntsman to protect their city! And because of their mistake thousands of innocents died! The huntsmen that died that day died in vain! But the worst part is that if they had listened to me in the first place then that tragedy may have never happened! Those people would still be alive right now!"

Andrew looked down to his hands, clenching them into tight fists that shuddered in silent fury. Tears once again started to stream from his eyes without him realising it, staining his cheeks with the salty liquid. His voice lost its tough quality and starting to waver once more.

"If the council had just listened to me then maybe….. Maybe Sophia and Eleanor might still be alive today…"

Sophia and Eleanor, those were names Ozpin hadn't heard of in a long time. Andrew was not what one would generally consider a family man but that was as far from the truth as possible. If you asked Andrew what he was most proud of it would not be his accomplishments in the field or the wealth he had managed to build using his wit and knowhow. That prize belonged to his family

Sophia Arc, formally known as Sophia Lamb had been one of Remnant's leading psychiatrists. See seemed to have this way with words that soothed the soul and made you just open up to her. The woman seemed to be able to understand exactly how a mind worked and could unravel its mysteries in seconds. The two had met when Andrew was told to see a psychiatrist after a mission went horribly wrong and was forced to take his first life. They had been much younger at the time. Him a fresh out of the academy huntsmen and her a budding psychiatrist with only a few clients to her name.

They hit it off almost instantly.

Andrew's treatment only lasted a month or so. But they continued to see each other after because they enjoyed each other's company too much to part ways. Over time this friendship grew into something more than just an interesting conversation partner. Not too long after the knot was tied and they moved with each other. Of course one thing led to another and after about 5 years together they had a little girl.

Eleanor Arc had been the sweetest little girl that Ozpin had the pleasure of meeting. She was polite, caring and eager to learn anything she didn't know. She had wanted to follow in her father's footsteps as a huntress and was going to have her aura unlocked on her 11th birthday and had started training for it at the age of 10. Now Ozpin wasn't normally a betting man, he preferred to leave that to Professor Port. But Ozpin would have bet his favourite coffee mug on Eleanor becoming one of the greatest huntresses of their time. The potential that Ozpin could see in her was incredible, and it was all untapped.

It was a shame then that Sophia had decided to go to Mt Glenn that day with Eleanor to have a look at the homes at Mt Glenn as well as to surprise Andrew at work. Andrew had no idea that they were at Mt Glenn when the Grim attacked. So when he returned home to an empty house with no note and no answer to his calls he was understandably worried. It took the Council a week to release the figures of who was at the event. One week of agony for Andrew as he wondered where his family had gone.

"When I saw their names on that screen a part of me died. The woman I loved and the child I adored were now dead. Because the council couldn't do their job. Ozpin I was only one of thousands that the council failed that day. It wasn't the Grim that killed my family, it was their incompetence. And I swear by the Arc name to make sure that no father should see his 10 year old daughter dead because of his government. But in order to so…"

Andrew then slowly turned to face Ozpin and stuck out a single hand. Andrew's eyes, slightly red from his crying focused on Ozpin with a steely gaze. And with four words thrust a difficult question onto Ozpin.

"I need your help."

Ozpin stayed still for the longest time. He saw the question coming right at the start of this meeting but he didn't have an answer then and time had not given him one now. He needed to give careful consideration to his answer

If he said yes what would that mean? It would mean that time would have to be set aside to work on plans to overthrow the council without it looking like a hostile takeover. It would mean getting new candidates trained up so the council was back up and running as soon as possible, because even if Andrew had all the candidates they needed already picked out. That didn't mean that he trusted them to align with their cause. They would also need a way to keep the old council quiet and make it seem that they had retired/resigned instead of being forced off the council. And it was all work that would need to remain secret as even with his allies Ozpin wasn't sure who he could trust with this. If it worked then they would have a council that listened to them and could be a much bigger help that the current one. In the end however it was still a very risky idea.

But if he said no? Nothing would really change. And as much as Andrew had complained about them and even with the valid points he had stated, they worked. They may not be the council Vale deserved right now but they were the one they needed. And Ozpin wasn't lying when he said that Vale wasn't in the sturdiest position at the moment. Tensions with the White Fang protest group were growing as they protests were being broken up more violently than before. The grim outside the walls of Vale were getting bolder and more frequent and despite the attack of Mt Glenn being over a year age people were still feeling the aftereffects from the tragedy. The people of Vale were in a twitchy state of mind at the moment and something like a Botched overthrow attempt of the council would tip them over the edge. Riots, panic and most importantly negative emotions would run rampant. Resulting in chaos and the attention of powerful grim to the walls. It would be the destruction of Vale no doubt about it and Ozpin would not put the city at such a high risk.

But…. Where would that leave him with Andrew?

Andrew swore by the Arc name. And if there is one thing the Arcs were known for its keeping a promise. But Ozpin knew that he couldn't do this without him. If he said no then this plan of his would be unable to come to fruition. The only problem was that the look in his eye showed that he expected Ozpin to join him in this plan. If he didn't then Andrew would see this as a massive betrayal. So it came down to whether Ozpin wanted to keep the city as safe as possible, or he wanted to keep his best friend.

The good of the many, or the single? There really wasn't a choice was there?

"I'm sorry Andrew. But no."

The hand stayed out for a little while. Maybe because Andrew didn't expect the answer he got. But slowly the outstretched hand closed into a fist before returning to its side. The straight face that Andrew had been showing cracked but not in anger, but rather in sadness. It was as if something had been confirmed to Andrew and only now could he realize it. The neutral expression on his face seemed to sag and his shoulders drooped as he nodded his head to Ozpin's answer.

"I assume that there is nothing I can say to get you to change your mind is there?"

"I'm afraid not."

Andrew turned away from Ozpin, his head nodding to himself rather than the answer given.

They stayed like that for a time. A deafening silence once again covering the office, broken only by the soft clicks made by the gears and neither man was eager to break it. However there was one question that hung over their heads like the sword of Damocles. As much as Ozpin didn't want to ask, it was a question that needed to be put forth.

"What now?"

The question was left unanswered for a minute or so. Ozpin believed it was because Andrew didn't have an answer yet but that wasn't the case. Andrew took a drag on his cigar (how the man had managed to relight it without him realising was beyond him) and gave his answer.

"For now I think I'm just going to return home. This discussion has given me a lot to think about and I would rather go over my thoughts in a more private setting."

"You still plan to overthrow the council?"

"I just want to relax for the moment. Without your help my plan is no longer viable. However maybe I'm going about this the wrong way…."

"How?"

He wouldn't elaborate on that statement, which did little to reassure Ozpin about what Andrew was planning now. But before Ozpin could question the man Andrew was already walking back to the desk. Ozpin's eyes kept a constant gaze on Andrew, watching as he grabbed his club from where he had laid it against the table. Before turning around to face him.

"Well Ozpin, this has been a…. interesting chat we've had ourselves. Oh and because I won't be able to attend the next meeting give my regards to the others please."

"Very well Andrew. I shall speak to you soon."

With that Andrew walked over to the elevator and pressed the button meanwhile Ozpin walked over to his desk and decided to get a start on the work he had taken over from Glynda. As Ozpin sat in his chair the soft ding of the elevator reaching the top floor let Ozpin know that Andrew had entered and was making his way down. But before the doors could close a hand shot out and stopped the doors from closing. Ozpin looked up at the sound to see Andrew looking at him with one of the most serious expressions he had seem on the man's face.

"Last chance Ozpin. My offer still stands. Join me in this, we could bring forth a new age for humanity."

Ozpin looked at the man's face and he could see he believed what he was doing was right. And as much as he knew that he needed to say no he wanted to say yes. But his duty to protect Vale was too great to tempt him to agree with Andrew's plan. However a feeling in his gut told Ozpin this was the very last chance. As he took in the features of his old partner one last time he felt that this would be the last time he would ever see Andrew.

But despite all that. His answer remained the same.

"I know, and I'm sorry."

Andrew stared at Ozpin for only a couple of seconds, but they seemed to stretch on for an eternity. Then with a simple nod Andrew let go of the doors and they started to close. As they slowly made their way shut Andrew looked at Ozpin in the eyes one last time and before they closed completely Andrew gave one final word.

"Goodbye"

The doors shut with a soft clunk but to Ozpin they might as well have slammed closed with the noise of a prison cell door. Ozpin released a sigh that he didn't know he had building up and gazed sadly at the now shut elevator doors. As he returned to look at his desk, one side now stained with coffee and shards of his favourite mug and the other supporting a stack of invoices that he had offered to complete for Glynda he thought about Andrew. He didn't know what Andrew was going to do now but that feeling in his gut told him what he needed to know.

That was the last time he would ever see him. And you know what?

He was right.

So what do you think? Good, bad, somewhere in between? Let me know so I can improve the story

With that said Ladies and Gentlemen that's it.

See you next time.