This Fanfic begins during the events of episode 11, and continues from there.

There was barely the rustling of leaves as the pack of beowolves slunk through the greenery. The thick underbrush banked the animal trails made by mortal souls, the thin access forcing the beasts to be careful in their stealth. They had been tracking for three days now since the anger of several faunus had stormed over the hills into their traditional territory, and despite the hesitance of the pack leader they were making haste to the source.

The young were salivating as they closed the distance to the outside of the deserted Vale settlement. It was supposedly empty though a taste in the air betrayed recent occupation. Powdered ash tickled their sensitive noses, as well as the stench of man.

A scout had returned hours ago with no news, however. Naught a man nor animal had been seen anywhere nearby, and with a lack of imminent opposition it seemed a folly to not at least investigate. Humans hadn't been seen in these parts for years, not as long as any of the pack remembered. If they were moving outward again it was worth a look.

The procession paused for a moment as a rumbling echoed under their feet, a sort of thunderous vibration. They looked to each other for a scant moment as it passed by, then silence.

One second.

Two seconds.

Three.

Boom.

The ground cracked below, the parting of stone and clay went from a thin line to a chasm in moments. Some of the grimm tried to step back, recoiling from the meaningless destruction of the land at their feet. Some were too slow, however, and they fell into the darkness with growls and whines of surprise.

Air escaped from the tunnel and the pack leader could smell the scent of man, several of them, as well as the poisonous 'dust' being expended. There were several children of man, or so it could tell, though despite a warning growl the rest of its pack had leapt down into the dark abyss with bloodlust in their eyes. They were in the hold of instinct, and within seconds the lone beowolf standing on the edge was alone.

Disgust curled the lip of the white-and-red grimm, teeth baring as it snarled in anger. It could sense the foolishness of the deed. This was hardly some caravanning troupe making the mistake of crossing into their territory, this was the scent of weapons, of fire, of dust. These scents were danger, they were the means of war, the man's barricade against tooth and claw.

Vale had stood tall against impending doom for centuries. It would definitely stand now, and it would be a slaughter.

Feeling nothing akin to fear, but still more than wary of the dangers posed by the darkness below, it made a risky choice. Linking talons into a branch at its side, the Beowolf swung itself into the tunnel, landing with a loud crack as sheets of metal below gave way under its weight. The short drop was jarring, but not painful to the grimm. It turned to inspect the mass of metal and found it was standing on top of one of humanity's weapons of war, a large bipedal monster…

Tiling its head it clicked a claw against the metal, listening for the noise it made. Unlike stone this material rang when struck, and for a long time the beasts of the wilds around Vale knew the material by the noise it made when rapped. Curiously, it smelled out the blood that was hanging in the air, finding it in a small pool near the protrusion from the front of the monster.

Then, quietly it curled claws under sections of armor and with great heaves tore the metal from the frame of the mechanical beast. Searching, sniffing after a short minute it had pried the faunus from the metal cage.

Dead.

Without care for the body the Grimm tossed the man aside and more closely inspected the wreckage of the paladin. The metal was thick but malleable, and after pulling on the armor covering the shoulder for a few seconds the metal gave way. More investigation found dust residue near the guns, telling the wolf where the dangerous regions of the mech were.

Once the curiosity was sated the beast hauled its armored frame off of the paladin and after pulling itself straight off the ground to its full eight foot height it could hear the sounds of other grimm pouring into the tunnel and sprinting in the direction of a great clamour. After giving one last look to the faunus the leader sprinted down the tunnel on all fours. The throng of different grimm slowed it down as the mass of murderous wolves, bears and hogs scrambled towards their feast.

Slowing for a moment the beowolf hopped onto its rear paws and peered down the tunnel as the train approached the barrier which kept the tunnel sealed off from Vale. Red eyes narrowed as swift boarbatusks closed in on the final carriage in the row.

Right as the first grimm approached the rear end of the car the front end of the train collided at full speed with the concrete barrier.

Immediately a massive plume of smoke shot through the cave towards the grim along with the din of twisting metal and cracking stone. The white wolf covered its eyes with a paw and closed its mouth as the dust shot along, while other younger grimm howled in anger as the fine grounds clogged their noses and eyes. The king Taijitu was the loudest of these and it lunged down towards the surface with enough force to send some Grimm into the walls in its anger. Some of the more unfortunate ones were slammed along with the head of the great snake into the rubble that divided the tunnel from the inside of Vale, and the force shook the ground a second time.

The wolf stayed back for a moment, though with the scent of fear in the air from the Vale citizens riling its blood hesitance turned to intrigue and the wolf leapt onto the train to get ahead of the rabble scrambling for a chance to drink in blood.

Entering the bright light of Vale the beowolf peered into the gathering crowd at the square. Humans of various ages were staring mouths agape at the Grimm as they escaped though were quick to turn and run once the gravity of the situation dawned on them. The wolf stood on its hind legs glaring at the goings on, the beowolves chasing down men and women, the boarbatusks wrecking cars and a death stalker snapping at the humans trapped in an alleyway. The Grimm were on the slaughter.

As it took a step down from the mouth of the tunnel it glimpsed in the corner of its eye four young women pulling themselves from the ground and watching the terror unfold. The grimm was put on guard for the fact that it had not sensed the humans before, as they emitted no fear, hatred, or hysteria. Trace guilt hung in the air, thick but being rejected. The Grimm looked closer and saw at the waist of all the women a weapon. A sniff of the air and dust could be found meaning that the women were armed with no ordinary weaponry.

Outnumbered personally the Grimm fell onto its haunches and watched closely as the four women readied their weapons and began hollering at the grimm, anger being projected in their voices to try and grab the attention of the riot which was occurring all around them. Ironically, as their first attempts failed their resulting anger and guilt drew more and more attention until all the Grimm in the area bar the boarbatusks and death seekers were gathering around the podium they had run to in the centre of the square. The Wolf saw this as a pointless venture, mostly through the lens of an easy kill, though once they began fighting the confidence turned to suspicion.

It had seen in its life various individuals holding the power of such weapons, be them swords or maces or bludgeons, and their strength stood as foe to the supremacy of the pack, but the young here wielding their weapons appeared much stronger than most. Two short blades, gauntlets like blunt claws and a final blade like the arch of a seeker's claw.

Fear edged into the wolf as it watched each woman cut through a half dozen wolves each without diminishing in their strength. As individuals they appeared to be formidable, and with cursory glances at each they were juggernauts in their own right.

But were they?

The wolf peered at each of the fighters to learn their styles and after a few minutes watching each was noticing patterns. The one fighting with fists relied on a forwards bludgeoning to beat the enemy into submission using her brute strength and swift strikes to devastate the grimm. The red one, the one with the strange blade was using her incredible sped to swiftly slash at her foes. The heavy blade she held seemed important as her small frame could hardly carry momentum on its own.

The last two were particularly troubling as one seemed to duplicate at will while the other filled the air with the stench of dust. The dust ignited an instinctual fear deeply seated in the core of the wolf and without understanding of its nature aside from the nonsense occurring around the symbols the white one created being of dust's nature.

A wolf could fight blade, but the unnatural was impossible to predict through the instinct of the grimm, and as the wolf slid away from the taijitu to avoid detection as the grimm began to thin. The women who had only been attacking those who approached them at first were now piercing into the waves of grimm and, most importantly, separating. The yellow and red women were splitting away. The red one was unknowingly moving towards the wolf and as the beast crept forwards it kept eyes on the rest who were dealing with their own opponents.

Clawed fingers arched before curling in like the knuckles of a gorilla to keep them sharp. Just before the wolf could leap the taijitu was attacked by a soaring human who had flown like a bird through the air to crack the skull of the beast with ease. The attack distracted the red human and the grimm made its move and dashed across the stairs.

As grimm age the amount of white exoskeleton covering their body increased to combat the weapons of man. Some grow spines along their backs to ward of a strike to the spine, others protection about the head like a taijitu if that was their preferred mode of attack. As a grimm got older and older, however, the amount of armor would shift from specific to universal. As such the white streak of the wolf, pure white with red markings and armored from head to toe in this carapace was built for speed and protection as opposed to offensive prowess. It was a mere blur on the field as it grabbed Ruby Rose and leapt onto the nearest building.

The strike was carefully calculated in a way, the left arm came forward to grab the outside edge of the blade to prevent laceration while the right grabbed the woman by the waist and hoisted her alongside as he crossed the distance between ground and two stories up.

Upon landing he tugged forcefully on the blade wrenching it from the red one's grip before pushing her a fair distance away onto her rear. While she looked around surprised the beowolf held up the weapon and inspected the mechanism of the blade, sniffing along the staff end to find where the dust was inserted before finding where the barrel was near the base of the blade. It was careful not to press anything resembling a switch, or make any sudden movements with it as the child seemed to do to collapse it.

"Ugh….uh…" Ruby looked about confusedly as she recovered from the sudden vertigo. She was used to high speeds but when she wanted them, not when they came out of nowhere. "Why am I up…?"

The peered over the edge where she was sitting and made a short squealing noise before pinwheeling her arms to keep herself from falling the distance. She scrambled backwards from the edge and pulled herself up before turning and finding herself mere feet away from a very bizarre looking beowolf.

Which was carrying her crescent rose. Two times in like, four hours! Why does this keep happening to me?!

"Nice wolfy..." She said in a high pitched tone as if she were faced with an unruly dog. She kept her eyes trained on the scythe though she periodically hazarded a glance at the red eyes. "Just… put down the weapon, go fetch something, find a nice hole to dig… Eheheh."

Her nervous giggle seemed to gain some sort of attention and after pausing the Grimm looked up from the weapon to deliver a glare with empty eyes.

"Or wait a little longer, that's OK, uh, just give rose back to me when you're done…" She shifted from side to side glancing from her position on the roof down to where the fighting was on the ground. She could see the rest of team RWBY fighting for everyone else just down in the square but she was stuck with some beowolf who didn't know the firing end of the weapon from the holster.

Tch-Chick.

"Eh?"

She had been distracted just a moment but the beowolf had in that moment figured out how to load a round into the barrel of Crescent Rose. It then lifted with one hand the weapon into the air as if to fire a shot straight into the sky before bringing it down in an ark with the barrel facing RWBY. Instinctively she shifted to the side at high speed.

Alright, maybe it does know something.

"Ruby!" Shouted another of the children, her voice equal parts horrified and surprised when it reached the pair on the roof. The Beowolf turned its head instantly to the direction of the shout and though its hackles raised with the approach of the yellow one no fear gripped it. The four were close combatants and man had a weakness for fellow man.

The Beowolf was finished with the scythe as it had learned all it could from the observations it made of the red one. It had found the trigger though keeping awareness of noise at the forefront it had avoided it lest the humans below feel the need to attack. As it turned out the grimm had no need to reserve itself as mere moments after the cry the flaming body of Yang barely missed the wolf. Knowing that a fight between the two women would be stacked against it the wolf flicked crescent rose like he had seen the red one do and after it had collapsed threw it into the traffic of grimm below being fought by some newcomers.

Escape was now on its mind as floating islands began to approach from the waters. Dodging away from a strike of fire and launching itself to another roof the grimm sprinted at full speed on all fours in the opposite direction of the flying machines before making a steep right dodging through panicking humans to scale a wall and watch the continuing battle.

With the speed of relocation the yellow one did not give chase, or perhaps was more concerned with the wellbeing of the red one as they both still stood on the rooftop. Hiding in the shadows the grimm was well out of sight but shifted farther back when the gaze of one of them crossed its hiding spot. As the giant ships began to mow down the remaining grim and one of the women with a massive weapon began to shoot down Nevermores flying above. It was clear that the grimm in their bloodlust had unsettled the population but the swift response of man had cut the fighting short.

What was more distressing was the fact that another of the humans had passed near the hole in the ground and sealed it in a few moments effectively locking the wolf inside Vale. It growled quietly trying to hide the sound as people moved about below to try and see what was happening in the lower quarters.

The red weapon was not difficult to figure out, and the beowolf had already determined the properties and functions of it, though not the technique. For any future attack against these humans the rest of these weapons would have to be inspected for mechanics. To understand how the weapon works would be how to understand the techniques necessary to combat them. To fight man, the wolf would need to learn the secrets of man.