AN: Hello, everyone, welcome to my latest RWBY fanfiction, called Gaze of the Serpent. Some of you may recognize that allusion ass similar to another story. Well that's right folks, this is actually inspired by Howl of the Wolf by RadiTheCrusader.

I got in touch with the guy, he's fine with me building on the idea he introduced(to my knowledge) to this fandom, and I'm running with it.

This fanfiction has been in the making for three months, and I do hope you enjoy. I will explain a few things at the bottom, but please, enjoy your time with Gaze of the Serpent...

Disclaimer: This will be the only one of the story, for the rest it is assumed, and on my profile page. I don't own RWBY or the image used as the representative photo. Should the artist of said piece be annoyed by use of it, I will indeed take it down.

I do own my OC though. So bugger off!

Prologue: Undeath or Rebirth?

I look out into the vast darkness around me, more than a little frightened by it. The last thing I remember is babysitting my cousins kid, having the house invaded, doing my damndest to protect my precious little niece and then… Well….. Bang.

No muss, no fanfare, nothing but a swift shot to the head as I made an effort in futility in stopping the shooter. I just hope the kid got out alive. Though she'd be traumatized… as would my cousins be coming back to my bloody corpse. Still, hardly the worst way to go… coulda been raped first.

But this endless black is terrifying. I'm no Catholic, so I don't really ascribe to the whole purgatory deal, but I am not atheistic either… more agnostic. So I'm wondering where in the nine circles of hell I am.

And having a panic attack while being unable to scream or breathe due to lack of lungs. Forgot to mention that for a sec there.

"Yes. You'll do perfectly, I think," a rich, soft voice muses, breaking me from my panic. "Tell me girl, what is you favorite animal?"

I blink in surprise at having a visitor. I'd have told the voice a snake, but seeing as I can't speak-.

"A serpent? An interesting choice of animal, I'd say," the voice states in response to my thoughts, seeming amused. "Very well, then. I'd like your help, youngling. I have kept you from your natural afterlife in order to ask you. My world is in peril. My foolhardy Brother has wiped out most of our creation. Would you help me defend what I can recreate?"

I try to look around, and find a swirling gray light above me, as though I'm seeing black and white. I mean. If I can live again, that'd be great. I happen to like breathing, and the state I've been in doesn't breathe. I do not like it.

"Thank you," the voice replies, gratitude hidden somewhere in it. "Now, here we go. This is all I will be able to grant you, child. It may not be glamorous, and it may be too late by the time you awaken, but I need some hope. Remember, you are innately human. Just also, more."

More? I wonder as I feel my consciousness fading.

I find myself coming to awareness in the dead of night. With the fog of sleep still hunting itself in the corners of my mind as moonlight filters into my eyes.

I look around, finding I can move my neck much more than normal as I peer into the murk, noting how much I can see through the darkness. I continue looking, my mind choosing to ignore how my eyes don't seem to overlap much, with my color vision seeming, blander.

I don't know how else to describe it.

I also note that there is, another, sense, giving information about my surroundings. Like the little mouse scurrying along the ground near me, or the deer walking about seven meters to my left, hidden behind a tree. It's, disorientating. I can sense them, but more specifically, I don't know. Heat? Is it heat, of some kind? Yes, I notice them because they stand out among the coolness of the surrounding night air.

I then try to rub my head to alleviate some of the confusion this foreign sense is giving me, only to realize my arms aren't responding. And upon further inspection, found I have no arms.

Or legs.

Or shoulders…

Or hips….

Just one very, very, very, VERY long spine covered in moss and the occasional tree root.. I attempt to blink, only to find my eyelids unresponsive. Or not there.

My spine all of a sudden makes sense. As does my apparent ability to sense the heat around me.

The little shit that sent me here turned me into a damn snake! And a large one if the tree I'm resting near is any indication. I'd estimate, maybe seventeen to nineteen meters long? Why am I not panicking again?

Oh yeah…

MOTHERFUCKER! I rant mentally as I let out a loud hiss, sending the nearby beings scurrying away from their new alpha predator. Why the hell am I a damn snake? What the hell am I even supposed to do? You tell me you want me to help your world, but take away my ability to interact with humans? What kinda shit logic is that?

I rant in my head and hiss quite a bit, flailing my body around, easily breaking tree roots grown around my body, until my tail smacks mightily against a tree, causing it to groan and crack. I freeze at the noise, and slowly turn my head to my wooden foe, who stands tall, if with a nice crack in the bark…

Whoops. I snap my mouth once and flick my tongue out. Immediately, I'm bombarded with scents and all of it overloads my head for a moment. After several unblinking seconds, I do it again hesitantly, trying to figure out what it is I'm smelling.

There's an unnatural odor… like a lingering corpse of some kind all throughout the scents of nature. And, smells like animals, uh, maybe humans in the distance and, I feel my already cold blood run a little colder. Blood.

I begin trying to move, flicking my tongue as I try to manipulate my egregiously long spine. After many a trial and error, I finally get the slither motion down.

Though instinct may have helped with that. I slither along and continuously taste the air, following the scent of blood as I evade trees with a combination of my natural night vision and what I assume are my pit organs. But by the gods, it is hard to cope with the new sense, even with instinct of my body aiding me. After ten minutes of continuously faster slithering, I find a cave where the scent reaches a crescendo.

I enter the cave, uncertain of what to expect. I certainly didn't expect my eyes to leave the sensing to my pit organs, nor the woman sat leaning against the cavern wall. Of course, the moment I slither into the cave, I notice movement from the woman, and my eyes finally adapt to notice that a gun is being pointed in the general direction of my head.

How, rude.

I sincerely hope she doesn't fire, I only just got a second life. She stares at me as I cease movement, left eye trained directly on her position. She's bleeding, but not so badly that her life is in imminent danger. More than likely she'll pull through if nothing happens to her.

I allow myself to slither forward slowly, putting myself within easy reach of the woman, who, isn't firing, thankfully.

"What are you?" I hear her mutter. "You don't have the markings of a Grimm, but you aren't human, so what are you?" I flick my tongue out, grazing her hand, causing her to yelp and fire her gun.

Well, for one, that flash and massive bang really hurt my senses. I'm now stunned on the ground. Two, that bullet did absolutely nothing to my scales. I mean, I could feel an impact, but it clearly was not designed to pierce what amounts to heavy duty armor.

I gain back my bearings a few seconds later, noting how the woman has moved away from me. I slither forward again, moving my head so that my left eye it staring at the woman.

How rude, I think as the woman still points a gun at me, though this time at my eye. I wonder if it'll pierce the scale over my eye? Though I'd prefer not to test that. I study her for several seconds, my eyes fully recovered from the flash.

She's a black haired woman wearing a white cloak and a black dress underneath said cloak, with a slight opening near the top of her breasts. Her hair falls around her shoulders, exceedingly disheveled. Her eye color, I can't precisely identify in this lighting, but I think they're gray or silver? She's wearing black combat boots on her feet, with her legs sprawled in front of her, a glimmering white blade next to one, loosely held in her left hand.

The gun in her other hand shakes, as the woman clearly is feeling the loss of her blood, if the stained rags tied around her torso mean anything.

I sit still for several minutes, simply staring at her, ignoring when her arm eventually falls. Then, a howl sounds outside the cave, drawing my attention away from the bleeding woman.

They've probably followed the scent of blood. Still, I can't very well allow her to die by wolves. That'd be quite painful, I imagine, I think as I slither around back to the cave entrance, making the woman gasp.

I really wonder why. A massive snake, not, eating her for dinner.

It takes several seconds for my head to poke out of the entrance, but once I do, my eyes adapt in no time at all, to see several, werewolf like creatures with white bone masks over their heads.

I stare at them, raising my head and chest area off the ground as the rest of my massive body slithers along to coil beneath me. I let out a low hiss in warning. The largest werewolf steps forward, red eyes glowing and several spikes on its back, who merely barks and snarls in challenge.

These creatures look familiar, I think as I let out a much louder hiss, raising my head even further as I show off my fangs. But now's hardly the time to try and figure this out.

It lets out a howl, and all its compatriots charge me, numbering about twenty. I lash forward, sinking my fangs into the large one, causing it to cry out in pain as it bashes it's claws against my scales, even as my venom sleeps through it.

And let me tell you, feeling venom flowing through my fangs feels more than slightly odd.

The other wolves leap at me as I throw the body of their leader aside, prompting me to use my head as a battering ram, hitting two of the out of the clearing into the woods as the rest reach me. Some clamber onto my back and bite at my scales, and I can feel the pressure. I hiss angrily and flail about, biting several as fast as I can, my fangs piercing deeply into their flesh as some lose their grip on my form, while other drag the claws along my writhing form, failing to break my defense.

From there, it's a process of biting them and slamming them around, crushing them, and poisoning them.

Their leader may have made a difference(which is exactly why I killed him first) but without him, they are merely hacking away uselessly at my form. I finish with the last one by crushing him under my tail, while irritation takes roots in my brain.

This form, while apparently excellently defended, is by no means easy to control. I'll need to practice, get actual fighting skills with it, if things go like this, I think as I let out a sigh, which sounds more like an exceptionally exasperated hiss. Still, it got the job done for now.

I turn back to the cave and slither in, before rotating several times in the cave entrance, blocking it off with my large bulk.

Might as well try to sleep, I think as I fall still, trying to accept the fact that I'll never sleep with my eyes closed ever again.

It's been an interesting few days. First of all, I learned that the woman in my new cave, is weird beyond belief.

She talks to me in between moments where she sleeps, eats or drinks, and I crush the various wildlife(who interestingly enough, reek of death) that come in search of blood. There were several bears, a few crows and ravens, all with masks.

All of these clued me into the fact that they were Grimm, but I denied it until something impossible showed up.

An honest to God manticore Grimm. That fight, was painful. It was the first creature capable of actually breaking through my scales, and it was big. Super big. All of my body barely managed to wrap around it twice before I wasn't able to go further. I ran out of venom that day.

I then promptly fell asleep, waking up to find the woman draped over my head, sleeping. I stayed still until yet more Grimm showed up, and gladly took their kind sacrifices to curse the god that banished me to Remnant. It took a little while to actually accept the situation with a clear mind. Eventually, the woman woke up and talked with me again, saying she was glad I'd healed up, bringing my attention to the fact that I was, in fact, completely healed.

And then I noticed I felt slightly hungry. Which makes sense, I suppose. I'd been awake for three days without food, and I'm surprised I made it this long without feeling hungry.

But then the woman dropped a real bomb. She said she unlocked my Aura, and then launched into a tirade explaining what Aura was as though I were a sentient human rather than a massive snake likely incapable of understanding her.

Which made me do a double take and question her sanity. Now don't get me wrong, I remember Pyrrha saying only Grimm don't have Aura, but I never really knew how they knew wildlife had Aura.

And she just said she unlocked it, essentially making a massive super snake, even more powerful. Well, that test is conclusive. She's mad.

I stared at her for several seconds, doing my best to convey my feelings to her, but she just smiled widely and then proceeded to take a nap. I suppose with a creature such as myself, my Aura must be, quite large, in order to cover my form. It likely took a lot out of her to awaken mine, in a state where she's still recovering from blood loss. I do suppose I have to be grateful. The manticore had injured me quite a bit, and I may well have died from blood loss otherwise.

Still, I might as well go out for a hunt. I need food too.

It took several hours to find suitable prey, and killing them, well, that took a little while, but I managed. Of course, it is a fairly large bear I chose to make a meal off, so I set about it, opening my jaw in order to consume it. By the gods, having a jaw not completely attached to itself is extremely weird.

By the time it reached my stomach, I realized I wasn't moving for quite some time, and thusly, set in to sleep, which had become somewhat easier with my eyes open.

It took a few hours to digest the bear, and once it finally exited my digestive track and I woke up, it was well past nightfall. I swiftly set off towards my cave, worried that the woman may have found herself in harm's way yet again.

By the time that I arrived back at the cave, I found, a lot more blood than when I left, and not just from the woman. I could clearly smell the blood of at least two others, and the lurking scent of a third person. I slither into the cave, worried about what I'd find, and found my fears confirmed.

The woman lying against the wall, with blood leaking from beneath one of her eyelids, and covered in bruises as well as several deep cuts.

I let out a low hiss as I slither up to her, nudging one of her limp hands with my scaled snout. The woman lets out a weak chuckle and softly runs her hand across my nose as her left eye opens.

"Hey, you," she mutters quietly. "I guess, they-." She cuts off with a heaving cough, taking in a shuddering breath as she tries to smile. "Knew you were coming back. They left barely a minute ago." I let out an angry hiss as my tongue flicks out, tasting the heavy scent of blood, as well as, something akin to my venom.

So, she's likely poisoned.

I leave for a few hours, and this happens, I think in anger and despair as a low hiss rumbles in the back of my throat. I should never have left her alone.

"I think, they're scared, of, you," she chuckles, her movements growing weaker as her eye flutters.

Dammit, dammit dammit dammit! I curse. I can't just leave her to die alone! Not with simply some beast to stand with her! I ignore the input from my eyes and turn my mind in on itself. The being that sent me here. It said I was still innately human. Time to see if they meant it literally.

For a few moments, I feel nothing happen, and then, I feel a large tingle running through my veins, down my spine.

Several seconds later, I hear the woman gasp, and look up at her to see her eye wide, staring at me. I look down at myself to see a very human body, though with multiple veins of scales about, interestingly enough a few large scars on my stomach, as well as black hair which covers some of my decency.

Which is to say, I'm naked.

Bah, It's not like I had clothes while a snake, there's no need to be embarrassed.

"You, you're a Faunus?" She whispers, her hand falling off of my head(which I had not even noticed still rested on me), as I stare at her unblinking.

"Faun-us?" I say, my voice extremely raspy from only gaining use now. "What, Faun-us?" She stares at me. "What?" I tilt my head in confusion.

"You, you didn't have an active Aura before, so, were you, are you, a snake?" She asks, fighting to keep conscious.

"I, think, so?" I furrow my brow, putting on the act of a very confused first time human. She stares at me, her eye finally losing the battle to stay open. "What, want?"

"Huh?" She asks, sounding slightly delirious. "What, do I, want?" She tries to look me in the eye. "I, I want to see Ruby, and Yang, and my, husband…" She smiles warmly, even as tears leak from her eye. "B-but, can't. Please, I-I know you might not understand perfectly, b-but, take my weapons, my cloak, to Patch. Gi-give them t-to-." She breaks off with a cough again. "Rub-y. Tell, I, love. Please."

I try to respond, but her eye finally falls shut and her head lolls, her chest ceasing its movement. I lower my head, realizing just who died in front of me.

The leader of team STRQ, super mom, and baker of cookies, Summer Rose, mother to Ruby Rose. Dammit. DAMMIT!

I lash out with a punch, slamming my fist into the ground, causing a slight quake and cracking the ground, though I mostly ignore my impossible strength.

It hardly matters this is Summer, the fact that I let ANYONE die is fucking shit! I curse in my head as water slides to the ground. It wasn't like my hunger was crucial, I just happened to note that it was there! Dammit… dammit….

I wipe the tears from my face, allowing my expression to fall to a blank slate as I pick her up and walk towards the cave entrance. My night vision isn't nearly as good as it was when I was purely a serpent.

After exiting the cave, I move towards the tree line, setting Summer down as though she were simply sitting next to the tree. I pat her down, eventually finding what appears to be an older model of the scroll from the original series. Much, bulkier.

I slide it open to find a screen similar to what I remember from the smartphones of my own homeland. Thankfully, emergency calls also is much the same, as Summer had a password lock on this thing.

Of course, there are four separate numbers, one for Qrow, another for Taiyang, one for Ozpin, and the last. For Raven, of all people.

Well, let's not press that one.

I hit the number for Ozpin, bringing the machine up to my ear.

"Summer? You weren't supposed to check in for another two days. Has something happened?" The man, the myth, the immortal himself asks, sounding concerned. I blink before replying softly.

"I'm sorry," I say simply, causing Ozpin to gasp. "The white cloaked woman. She's dead." My whisper like voice finishes the damning sentence, causing Ozpin to fall absolutely silent.

"I see," he states, sounding aggrieved. "Where are you?"

I look around, trying to recognize something, but nothing indicates anything special.

"Mountain, forest, cave. I don't know exactly," I reply. "Quiet, dark."

"I'll send somebody to collect her," he replies eventually. "Will you remain with her?"

"Mm," I answer. "Made final request."

I take the scroll from my ear and hit the end call button, before dropping the scroll in Summer's lap. I take her cloak and pick up her weapons before moving away. I walk into the trees and vanish in the darkness.

Four Days Later…

I look into the mirror I'd managed to steal along with some actual clothing, rather than the bloody cloak I'd had from Summer herself. I'd done my best to clean the garment in a stream, only to be met with limited success. After stealing some proper clothing, I hid the garment in a pack, resolving to properly clean it later.

I continue gazing at the girl staring at me in the mirror, wondering at the slight differences from the human I was.

The most obvious change, even when I didn't have the mirror, were the midnight black scales. They cover the backs of my arms up to the tops of my shoulders before ceasing. The same with the sides of my legs to the bottom of my waist. Several bands ring my stomach and there are a few scattered patches over the rest of my body. On my face, they underline my yellow eyes, both having a scale covering them, ensuring that I don't have to blink, though I do have eyelids, and scales cover the bottom of my jaw.

Past these differences, my eyes are not simply an aesthetic difference, but functionally as well. My color vision is far inferior to when I was a human, much to my dismay. My night vision may have improved, but the world just seems, blander.

Then there's my Aura. Up until I actively looked for it when Summer said she unlocked it, I couldn't really feel it. Now it's impossible for me to ignore. Honestly, I can actually play with it if I try. It's weird.

I let out a huff and close the makeup mirror, storing it in my jean pocket, before stuffing my hands into the pockets of my black jacket, shifting my shoulders in an attempt to move the pack strapped to my back to a slightly more comfortable position.

The weapons inside, regardless of the cloth wrapping them, are not cozy.

AN: Hello again. I'm going to address one or two issues. You may notice that my OC didn't transform until she gained Aura, and may be in the erroneous belief that body shifting is her Semblance... No. No it is not. I'm not going to tell you exactly what it is, but I can tell you it will be affecting her in the next chapter.

Also, the next chapter is going to massively time jump a few times. I'm sorry, but really, I don't feel like doing too too much world building before the start of the RWBY show. There will be some next chapter, but it will be jumping around. My apologies.

That'll be all for now then, folks! Peace!

-Lambda38