Welcome to my story. I hope you will enjoy the ride you are about to go on, but first there are a few points of interest I must address.

That being said, this is an OC x Neo story and the focus will be on creating and growing the dynamic between the main characters.

Fair warning for the occasional presence of triggering topics. Be aware the scattered scenes are meant to make readers uncomfortable, but not turn them away from the story as a whole.

This story starts in the ending episodes of Volume 3 of RWBY, if you haven't watched that far or don't remember it well I would suggest rewatching it.

On a final note the team name you see in this first chapter is pronounced 'Frost'.

With that out of the way, on to the story!

"Atlas Command, please come in! This is team FRST, our transport was brought down by Grimm. We are in the emerald forest outside of Vale, please advise!" Fen attempted again, only to receive static.

"Boss! We did go down pretty hard. Are you sure that thing even still works?" Sena called out as she shot another ursa in the head, "I'm running low on dust!"

"Roger." Rema replied, throwing Sena another clip of dust. After splitting another beowolf down the middle she yelled out, "We need to get out of here. If we can make it to Vale, we'll be safe around the military." Turning around she deflected the swipe of another beo before it paused and dissolved, her teammate's ax flying back to its owner after slaying its target.

"Stay aware of your six, Rema. Commander Schnee gave us orders to take out as many grimm as we could. We're doing just that." Thrud said before chucking her ax at another grimm, " We have enough Atlesian Knights to keep holding here just fine."

Rema shouted back. "We were supposed to be fighting in Vale! We're stuck out here wasting our time killing mobs while who knows what's happening in the city!"

Fen slammed down the receiver of the faulty radio. Grabbing the handle at his waist, he activated it and sent out a hard-light chain, catching a grimm by the neck and allowing Thrud to impale it with her ax. "Rema, where do you think these grimm would be if they weren't fighting us. They were no doubt on their way to Vale, if we can stop the tide for even a moment we will be helping the city." He said before grabbing his second whip and attacking with it as well.

"Even so, shouldn't we be making at least some effort towards the city? I'll listen to what you say boss, but some backup would be nice." Sena interjected as she prevented a drone from losing its head.

Kicking a boartusk into another grimm, Fen took a moment to survey the battlefield. The clearing they had crashed into was fortuitous. Thankfully they still had over half of the dozen Atlesian Knights they crashed with. Sena was having to run through a lot of dust due to her bow, her preference to not use her daggers would get her in trouble one of these days. While Rema's twin spear was doing well to keep her at a safe distance, her fear of large amounts of grimm was starting to affect her form. Even Thrud was showing signs of slowing down, though with the several dozen grimm she had downed herself that wasn't too surprising.

"Advice taken. We break this wave and make for the city." Fen called out to his team, "Sound good?"

"Aye!" They replied.

So they kept going, and when the grimm started to thin Sena called out.

"This is our chance. We should go now!"

Fen finished off his creep, he made the call, "You heard her. Let's get out of-" A scream cut him off, from Rema.

Spinning around the team watched in shock as the Atlesian Knights focused their fire at Rema. The drones' head displays glowing a disturbing crimson. Thrud threw her ax and activated her semblance to chain lightning between the knights, which ended up destroying half the drones, but that didn't stop the assault. Three parts of team FRST were forced to watch as their friend and teammate's aura broke and not a moment later her body riddled with rifle fire. Rema's look of shock was the last emotion on her face as the light in her eyes was snuffed out.

"REMA!" Sena's rage snapped her to action, as she spilt her bow into daggers and activated her semblance. Projecting her aura outwards, Sena created two wolves and attacked the drones. Ripping them apart with ease, she staggered when the last one shot her in the shoulder before it was crushed by a chain from Fen.

Sena's aura flickered, a sign it was wearing thin. With the drones destroyed, Sena calmed down as tears started to stream down her cheeks. Looking back over to the rest of her team she asked, "What do we do now?"

"I don't… We still need to get to Vale." Fen replied, shaken though he was he still had two members of his team he needed to get to safety.

Sena started towards Rema's body but was stopped by Thrud. Looking up to her teammate, Sena saw Thrud shake her head.

"What? Are you really saying we should leave her body here!? With all these grimm around!?" Sena yelled at Thrud. The taller woman just looked at her sadly.

"Unfortunately, that is what we have to do, Sena. Trying to carry her body back with us will just make it that much harder to keep ourselves safe and alive." Fen spoke up so his partner wouldn't have to.

Sena turned on Fen, "She was my PARTNER, Boss! I can't just leave her out here to rot in some forest in another kingdom. Would you be saying the same thing if it was Thrud!"

He looked to Thrud who just looked away in shame, she always went quiet when she didn't know what to say. They were all his team, but he knew full well that he was closer to his partner than the other two. It would have been a much more painful decision, and just the fact that it would have been tore at him, but he knew the answer would be the same.

"Yes, I would." Fen told her resolutely, "So hate me if you want, and ask to be on another team if we make it out of this alive, but we have to leave. Now!"

Sena hung her head low as she replied softly, "That won't be necessary, Boss. I don't want anyone else as a leader." She walked over to Rema's corpse and closed her eyes. Grabbing her partner's weapon, she looked back to them. "Let's-" She was interrupted as the ground started to shake violently.

The waves of danger that emanated from a mountain east of them drew all their attention. The pressure of malice and bloodlust was almost enough to bring them to their knees as the mountain exploded to reveal a giant wyvern grimm. With a single flap of its wings they could feel the torrent of wind ripple through the forest.

"Where the HELL did that thing come from!?" Sena yelled out over the continuing gale.

Fen felt Thrud grip his arm for comfort as she stared at the giant grimm as it passed overhead. Looking up Fen noticed something falling from the beast, only too late did he realize what it was.

"Take cover!" Fen yelled out as several blobs crashed around them. Diving to the tree line with Thrud beside him. It took a moment to reorient himself as he looked for Sena, what he saw made his heart stop.

"No, nonono, SENA!" He yelled as he ran over, but was stopped as Thrud held him back by the arm.

One of the pools had hit Sena, only her foot, but Fen could already see the tendrils of corruption making their way up her leg. He looked to her eyes and had to choke back another cry as what stared back were the already lifeless eyes of another teammate. The pool of grimm took her body as Fen struggled against Thrud's grip, but his spirit was already breaking.

"She's gone Fen. We need to get out of here! Snap out of it." Thrud pleaded with her partner, her own tears falling freely.

"THEY MUST PAY!" Fen snapped at his partner, his blue eyes glowing ominously. The signs of his semblance threatening to take over.

Smack! The sound of Thrud's slap echoed slightly. The glowing in Fen's eyes faded as he looked at his partner in shock.

"Get a hold of yourself. This is not the time to lose it. We will grieve for them later, for now we need to MOVE!" Thrud shouted at him before pulling him along.

Running through the forest, the two were fairly safe as the stragglers of the grimm swarm that could be seen through the trees were few and far between. They kept an eye on the Atlesian Command Cruiser as a guiding beacon to their destination. They could hear the howls of the next wave of grimm behind them as Fen thought about their next move. Checking his scroll he could see that his and Thrud's auras were nearing the red; fighting at this point was a gamble with death. He still had his semblance as a trump card, but he couldn't guarantee Thrud's safety if he were to use it.

A massive explosion brought their attention back to the sky, only to see the Atlesian Command Cruiser burning as it fell. Reaching a clearing, Fen and Thrud paused as they let the sight they had just witnessed sink in.

"The General's ship is down. What does that mean for Vale?" Thrud turned to her partner.

Fen kept staring at where he had seen the ship go down, "It means that Vale… has fallen."

Closer howls reminded them that they were still in forest utterly infested with grimm. No doubt freshly spurred on by the spike of negative emotion that the Atlesian Command Cruiser's demise brought about. A particularly strong bloodlust made the two look back from where they just came from.

A glint through the trees was their only warning as two arrows shot at them with precise accuracy. Deflecting them, the two distanced themselves from the edge of the clearing so as to have a stronger advantage against their foe. Neither of them expected to see what exited the treeline.

Dripping ichor, with weapons fused to flesh, was their deceased teammate Sena. Her skin and hair dyed black as any other grimm, her eye sockets replaced with a familiar red glow. If it wasn't for the tattered clothes and weaponry they could never have guessed the thing in front of them had once been their teammate. The black cloak it sported made it resemble some kind of reaper of death. Only with their friend's weapons instead of a scythe.

"What!? Is killing us not good enough for you bastards anymore!? You have to use our friend's corpse against us now!?" Fen seethed at the grimm using his friend's image.

The grimm tilted its head to the side like it was trying to understand. Quickly it righted itself and dashed towards Fen, daggers ready. Fen readied his chains but the phantom was intercepted by Thrud with her ax and pushed back.

"I'm here too, and I have just as much hatred towards that thing as you. Don't think you can leave me out of this." She growled out between clenched teeth.

"Wouldn't dream of it." Fen replied as he stepped up beside his partner, "Let's put Sena to rest, Rema's waiting for her."

Fen combined the handles of his whips and activated their second form, a large hard-light glave. Charging first, Fen clashed with the phantom and forced her back, opening her guard in the process. He ducked as Thrud's ax sailed just over his head towards its target, but the phantom just bent backwards to an unnatural degree causing the ax to go over it. Thrud smirked as she activated the grav dust in her bracelets and summoned her ax back to her. Her smirk faltered though when the phantom grabbed her weapon as it flew towards its back and sent it back at her with increased speed.

Dodging to the side, Thrud growled as she summoned her weapon back properly. Fen watched the exchange with tactical interest, trying to judge the best way to attack. He wasn't given long to think as the phantom changed its daggers into its bow form and rapid-fired black arrows in his direction. Each arrow hit with impressive force and Fen was forced to stop blocking and dodge the barrage. The distance between him and Thrud growing uncomfortably large for his liking.

Thrud took the opportunity to attack and rushed the phantom. It was quick to notice as it ended its barraged and caught Thrud's strike without bothering to shift the bow back into daggers. Taking the opportunity, Thrud activated her semblance and sent electricity flowing through her ax. The light in the phantom's eyes disappeared and it froze after the powerful burst of energy. Thrud stepped back, waiting for it to dissolve like any other grimm. She only realizes something was wrong far too late.

The light returned to the phantom's eyes and it quickly changed its weapon back to daggers to attack. Thrud caught them with the shaft of her ax, but she was quickly forced to one knee at the unexpected force of the blow. Fen came running but time to him seemed to slow as the cloak around the phantom disappeared to reveal an even darker reality.

A second pair of arms appeared holding Rema's twin spear. Though even more grotesque was what was formerly hidden by the cloak's hood, the visage of Rema. This phantom had desecrated not one, but both of his beloved teammates' corpses to create this abomination. Fen would not stand for it.

Thrud was equally shaken as the phantom turned its head to the side so that both faces could half-stare at her. She could only look over to Fen in distress at her situation, completely missing the hole that appeared in the torso of the phantom as it brought up Rema's spear.

Fen's world froze as he watched the phantom thrust the spear through the hole in itself and impale his partner through the chest. Thrud's eyes went wide as she coughed up blood. Losing strength, she could no longer hold up the daggers of the phantom's other limbs. Arms falling to her side, Thrud's world suddenly went dark. Fen stumbled and fell to his knees as he watched his partner's head fall from her shoulders.

Despair filled him as memories of all of them laughing just hours ago filled his head. He had succeeded in losing every member of the team he had spent that last three years laughing, crying, comforting, and caring for, in less than half an hour. The only thing holding him back, gone in an instant. Team FRST was no more, and this fact… was what finally brought the darkness within him to the surface.

The howl that was emanated at that moment would have been heard even in Vale, if not for the roars of the Wyvern. Though if there had been anyone around to witness the carnage that obliterated the remains of team FRST, one would wonder which they should fear more.

And a journey begins…

The M rating will mostly be used because of choice of strong language. Though this story will include the occasional depictions of death, light gore, and other triggering topics. None of which will be any worse than what was seen in this first chapter. These scenes like this are meant to evoke a strong emotional response, but not turn people away. But if the scenes that include darker elements, like this first chapter, disturb you deeply, then please read no further.

With that said. I hope you enjoyed, and look forward to the next chapter coming soon. Sorry for no sightings of the ice cream gal we know and love, but don't worry she is going to be seen very soon.

All comments are appreciated, they help me grow.

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Til next time, WRW out.