Author's Note: This is following tumblr user Weissrabbit's Grimmdark RWBY AU. She has given permission to use her idea and I have used it to shape Velvet's descent through the Grimmdark world. Warning. There are graphic scenes and many deaths. Please leave feedback~ Enjoy!

Deep under the city of Vale miles and miles of tunnels stretched into a labyrinth that was almost impossible to navigate. The air was damp and carried a musky odor, giving the feeling that no living organism had passed through in a very long time. Ragged gasps of breath broke the silence as Velvet Scarlatina sat slumped against one of the aged walls of the tunnel. Her normally well groomed hair was frayed and matted with dark, red splotches and her clothes bore many cuts through which similar splotches leaked out.

Another sound echoed in the distance: footsteps pounding on the hard ground and people shouting. A hunting party. Though, they had forgone the silent stalking of their prey. For what point is there in being quiet when you had your prize trapped like a rat? They were after her, Velvet knew it. They had been chasing her and her team for the last several hours.

Images flashed through Velvet's mind as she saw them. One by one, her teammates had fallen. All had been slaughtered before her very eyes. It was supposed to be a simple mission. A small pack of Grimm had somehow gotten beneath the city. So Beacon sent them to clear them out. What we hadn't expected; was members of the White Fang lurking in the darkness as well.

Shaking her head to clear her mind, Velvet slowly rose to her feet.

Now is not the time to be thinking about what happened... I need to focus on escaping.

Velvet cautiously crept forward. Her ears perking at every sound she made. As she was passing a narrow passage cut into the stone, a set of hands lashed out from the darkness and caught hold of her, pressing a damp cloth into her face. An acrid smell invaded Velvet's nostrils as she kicked her powerful legs back at her assailant, but to no avail. She could feel her legs grow weaker as her mind grew increasingly fogy.

No.. I can't let it end here... She thought as darkness overcame her and she crumpled into the arms of the hunter.

Consciousness returned to Velvet in a rush. A bright light overhead temporarily blinded the Faunus. She attempted to reach up in order to shield her eyes, but found that she couldn't move her arm. Blinking as her eyes slowly adjusted, Velvet let out a horrified gasp as she took in her surroundings. She was still in the underground tunnels, but this room had machinery spread out all around it. Bright lights spread out in intervals, all shining toward the center of the room: toward her.

She was strapped into a metal chair that appeared to be bolted to the floor. Restraints dug into the skin of her wrists and ankles. A metal clamp held her head in place. Tears stain Velvet's dirtied face as she closes her eyes, accepting her situation.

Hours, or maybe minutes for Velvet had lost all track of time in this desolate location, later several people in lab coats and masks entered the room. Velvet stared at them, eyes full of fear and sadness.

"Please... Let.. Let me go.." she pleaded, her voice cracking as the tears threatened to overflow once again.

The people ignored her and began to pierce her skin with various needles and tubes, all leading back to a rather large machine to her right. A loud clap of thunder resonated through the air as they finished their procedure. The door opened and the notorious criminal Roman Torchwick entered.

"Well well, you certainly have a good specimen here. Is everything ready for the test?" he asked in a nonchalant manner.

"Yes sir. She gave us quite the runaround, but everything is prepared and you need only flip this switch," one technician responded, gesturing toward a small, green button on the machine next to Velvet.

"Excellent! Now then, little rabbit, this might pinch a little!" Smirking as he taunted her, Roman flourished his hand as he pressed the button.

Several things happened at once. The lights in the room all dimmed and flickered as the output of power increased drastically. A dull brown color emanated from Velvet as her aura became visible, wrapping her in its warm embrace. All at once her aura began to shimmer, the tubes connected to her filled with the brown substance, draining it from her.

Intense pain wracked Velvet's body, she let forth screams of agony as her aura was being forcefully drawn out of her. She struggled to escape, to break free of her restraints; but the only cut into her frail skin, causing her even more pain.

"Ahh! No more! Please! No more! Mom! Dad! Help! Please.. I can't take this anymore!" screamed the Faunus. Tears streamed down her face like a torrent from an overflown river. Her aura was nothing more than a dim spark when it started. A white mask began to form over her face, overtaking her features and turning her into a creature of darkness.

"I... I just want to go home!" Velvet let out one final scream as deep red fissures appeared underneath the mask's eye sockets, almost like the girl had cried one final deluge of bloody tears before losing herself. Deep within the dark holes, a pair of eyes opened. Velvet's deep brown eyes were nowhere to be found. In their place, were orbs of green shining with an eerie luminescence.

Her once beautiful brown hair was now frayed and had streaks of black running through it, giving it a jagged appearance. The large ears that always had a slight droop to them were now stained with black markings. A cloak of sorts had appeared, or perhaps grown, down her back and around her arms. It looked like the fur that all Grimm bore, black with specks of bone at random intervals. Her nails had been transformed into claws that gleamed in the bright light.

"Marvelous! Simply marvelous! The machine works wonders! Now, sedate the beast so we can begin the next stage of testing," Roman exclaimed, glee evident in his voice at the success of his experiment.

Ears twitching, the being that used to be Velvet Scarlatina cracked her shoulders before ripping her arms upward, shredding the restraints as if they were made of mere paper. Roman did not even have the chance to scream before Velvet kicked away from the chair and lunged straight at him, claws sinking into his throat like a hot knife in butter.

Roman let out a single gurgle as his throat filled with blood before breathing his last breath. The other researchers stood in stunned silence, not fully comprehending what had just happened. Velvet turned and flung Roman's corpse toward the furthest technician, as she kicked off the ground toward those nearest to her. Within seconds, the room was stained with red as all the researchers had fallen before the creature they had created.

In the center of the room, Velvet stood with blood smeared in the fur on her arms. Her claws glistened as it thirsted for more of the nectar. A single sentence escaped the mouth of the Grimm.

"Time to go home..."

The moon stood high in the sky behind the dark silhouette of Beacon Academy. A soft breeze blew as storm clouds swept across the night sky. On a hill a short distance from the school, stood Velvet, or at least, the beast that had once been Velvet. Her bright green eyes shone out from the darkness like a beacon. Gathered behind her, stood a horde of Grimm shifting in the shadows. The army of Grimm shook with anticipation, waiting for their leader to start the charge.

Underneath the mask, a harsh smile spread upon Velvet's face as she lifted an arm and pointed toward Beacon. The other Grimm let out roars of delight as they charged forward. Velvet kicked off and led the assault, her speed unmatched by the other creatures of darkness.

A foul odor permeated the air. Bodies lay strewn every which way over the grounds of the great Beacon Academy. Students, teachers, Grimm. Both sides had suffered immense losses. Fires spread all around, burning and disfiguring flesh.

In front of Beacon's statue stood Velvet, her dark hair matted with the blood of her enemies and comrades. In her hand, she held the corpse of Cardin Winchester. Her claws had pierced through his broad chest, tearing into his inner organs.

Footsteps sounded behind her as a survivor from the battle walked up to her. Licking the blood from her free hand, Velvet tossed Cardin's body to the ground and turned to face her foe.

"Why hello there, young lady." Professor Ozpin stood in the square, unmarked by blood. A sad look on his face as he took in what his student had become. "I am so sorry for what has happened to you. Really, I am," he said as he cast his eyes upward.

Rain began to fall, putting out the fires that had erupted form the battle. A low growl came from deep within Velvet's throat as she crouched into a battle stance, preparing to pounce at her old Headmaster.

The rain came down in small sheets, dampening Ozpin's hair and shoulders. He sat in the middle of the plaza, his clothes torn and his face dirtied with dirt and blood. In his arms he held Velvet as she gasped for breath, her lungs desperately trying to gather air. The mask had shattered around her, turning her back into the innocent huntress she used to be.

Ozpin gently caressed her forehead, his eyes betraying the amount of grief he felt for this young girl that his face would have otherwise hidden. Velvet coughed up a globule of blood as she smiled up at him.

"T..thank you.. I'm... not a monster.. anymore.." she gasped out, her voice weak. Ozpin wanted to speak to her, to reassure her that she would be alright. Before he could utter a single word, Velvet took one last, pained breath, and then was still. Her heart had finally stopped, unable to sustain the amount of damage her mind and body had taken. A single tear came from Ozpin's eyes as he closed her eyes and set her down to rest.

"You never were. You're home now, so rest easy."