Warning: This story takes place OUTSIDE of RWBY Canon. Also contains scenes of explicit violence and some mild torture. Just as a warning: If you don't like those sorts of things, then this probably won't be for you. For a rough estimate of time, this takes place in an AU where the Fall of Beacon didn't succeed. Beacon academy still stands, and Team RWBY is in their second year.

Disclaimer: RWBY was created by Monty Oum and is owned by Rooster Teeth. The only thing I will claim ownership is the idea of the Grimm type introduced in this.

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"Sooo... we're here to help clear out a White Fang base, right..?"

Second year Huntress in training, Ruby Rose, kicked her feet as she rode with the rest of her team in a Bullhead, her arms crossed over her chest as she stared out the window of the aircraft. The four of them had been given special permission by Headmaster Ozpin to aid the Vale authorities in something that had been a bit of a problem for the last couple of weeks. Shipments of SDC grade Dust, crystals and powder, had been being stolen by groups of White Fang members, as well as several incidents of vandalism. Ozpin picked Ruby's team due to 'their previously displayed ability to sniff out White Fang activity.' At least, that's what the Headmaster had said when Weiss had brought up her concerns for the assignment.

"That's what Ozpin said. The police had a few tracking beacons placed on the last shipment of Dust that was stolen, and they traced the shipment to a warehouse outside of Mountain Glenn," Weiss explained as she loaded Myrtenaster's Dust cylinder with a tube of gravity Dust.

Yang lifted her head up from her scroll, having been playing video games for most of the ride, and arched an eyebrow as she stared at Ruby, then Blake and Weiss.

"Am I the only one who is really starting to hate that place? I mean, first there was the whole thing with Torchwick and the train, then we ended up chasing that crazy Dr. Merlot to that island... And now the White Fang are holed up there, AGAIN?" She paused and pocketed her scroll. "I swear, that town is a bad guy magnet."

"It does seem to be a place that criminals like to use in one way or another." Blake commented as she poked her nose up from her book.

"Hey, I'm not complaining. If people want to keep hiding out there, then I say go ahead! Makes our job easier, right?" Ruby asked as the Bullhead started slowing down to begin it's descent.

"...Right." Weiss just pinched the bridge of her nose and shook her head before straightening out her skirt. "Let's just get this over with, I don't want to be doing this when it gets dark out; the less Grimm we need to deal with, the better."

The four of them nodded in agreement as the Bullhead touched down on the outskirts of the abandoned city, and as the door slid open, Ruby was the first one out of the aircraft as she bolted in a blur of rose petals, making a beeline for the nearest tree as she transformed Crescent Rose into it's sniper rifle configuration and surveyed the area.

"RUBY! Slow down, wait for us, you dolt!" Weiss yelled as she ran after her partner. "Ugh, you're going to get into trouble one of these days, running ahead like that..."

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~Meanwhile~

"Is it ready Doctor..? I have little time for games, and you promised me results."

The red, cybernetic eye of Dr. Merlot shrunk to the size of a tack as he narrowed his eyes and spun on his heel to face the man he'd been in contact with the past several weeks, Dr. Arthur Watts. Merlot crossed his arms behind his back as he stared at Watts for several seconds before his expression softened somewhat; instead taking on a casual tone, as if he were playing a game.

"Yes Arthur, it's ready." The older of the two turned for a moment as he picked up a nearby scroll from the top of a nearby medical cabinet then thumbed a couple of keys as a large incubation tube slid out of a wall and spun around to show the ominous green fluid that was held within. "Despite the setback those... infernal children caused, I have been able to replicate my serum and fuse it with the DNA of the Grimm you sent me."

Watts folded his arms behind his back as he walked towards the tube, leaning towards the glass as he watched several bubbles rise from the bottom, his eyes narrowing after a few moments as he let out a frustrated grumble.

"Is this some sort of a joke, Merlot? This tube contains nothing except for-"

Watts was cut off as a large black, six-fingered hand slammed against the glass from the inside, the wrist and arm that was connected to it looking vaguely like the bones of a human forearm, sans the myriad of white shards that seemed to protrude from the top of the wrist. Watts instinctively jumped back a couple of feet and yelled in surprise as his hand shot to his chest.

"What's the matter, Watts? A bit jumpy are we?" Merlot asked with a chuckle.

Watts was silent as he lowered his hand, straightening his coat, then fixed his tie as he looked to Merlot. "I'm fine; just get on with it..."

Merlot nodded his head and smirked as he pulled up a series of files on the scroll he was holding, then handed it to the other man. "I call it 'The Emulator.' I based it off of the specifications that you described when you first came to me about the project, and I must say... It surpassed even my expectations."

Watts skimmed through the data, more wanting to see the creature in action than anything else, then handed the scroll back with a sigh. "Yes, yes, this is all very fascinating and all, but will it do what it was made for? As I said before, I do not have time for games and my... employer would be severely displeased if all of this work was for nothing."

Merlot smirked as he reached a hand out and yanked a few hairs from Watts' mustache, causing him to yelp and rub at his face. Merlot was silent as he placed the hairs into a small tray at the bottom of the tube, then watched them as they were sucked into the machine by an internal vacuum. The hand on the glass moved away for several seconds as a low growl came from inside the tube, and the sound of breaking bones and a loud inhuman howl came from the creature within as Merlot then pressed a couple of buttons on the scroll that controlled the machinery. Within seconds the mutagenic liquid started to drain out the bottom, and Watts was finally able to see the Grimm experiment in it's somewhat true form.

"Dear lord, Merlot... When you said that you followed the requested specifications..." Watts paused and took a moment to collect himself as he stared at what looked to be a carbon copy of himself; every detail copied and replicated down the the amount of hair on the copy's head. "I never thought it would be able to change so rapidly."

The Watts copy stared back at the two men outside the tube and narrowed it's eyes as it studied them, focusing on the real Watts for several seconds as it analyzed the man; the way he held himself, his mannerisms, even the way he spoke. Almost like it was learning from the man, it was utterly still as it stared, and only blinked its bright, red glowing eyes as it listened to the conversation.

Merlot nodded as he typed a few things into a nearby computer, shrugging his shoulders as he knew that his creation was no doubt already learning from the two of them. "Yes, well, after working on this project for a little over six months Watts, what did you think I was doing. You wanted results, and I produced them, I would be insulted to think that you thought I was merely playing with petri dishes and test tubes." Merlot stood up straight and glanced at the tube; the Emulator now standing straight up with its arms folded over its chest in the same way that Watts was. "Anyways, the specimen is capable of replicating an individual's DNA down to every single hair that person has, and given time can also replicate speech patterns. Though, it takes a few days after changing it's appearance to fully develop the vocal patterns. In any case, it can easily blend in and hide amongst the general population..."

"General population..? What do you mean?"

Merlot let out an aggravated sigh as he rapped his knuckles on the tube's exterior, causing the Emulator to narrow it's eyes as it growled. "No matter how many times I tried, I have been unable to get it to generate an Aura similar to a Human or Faunus. I suspect it has something to do with the fact that it is still, in fact, Grimm in nature. However, it shouldn't be a problem, as it is still able to hide very easily."

Watts was quiet as he listened to the explanation, then stood in front of the tube, raising his hand as he stroked his mustache for a few moments in silence. His eyes stared into the glowing red of the Emulator's and after a moment he couldn't help but smile, an action that the Emulator mirrored as Watts turned around.

"How long would it take to replicate this... thing?"

"I'm sorry... what?"

Watts frowned and rolled his eyes for a moment. "You heard me, Doctor. How long, given the required resources, would it take for you to make more of these 'Emulators?'"

"Oh... not very long. Now that I have my serum again, I could easily do it again in a couple of weeks."

"Excellent, I'll see to it personally that you get what you need." Watts looked back at the Emulator and hummed a bit as he folded his arms behind his back. "As for this one, I believe we have some guests coming to deal with some members of the 'White Fang'... See to it that they are properly disposed of, I'm sure that your new pet can easily handle the four of them."

Merlot smiled and let out a dark chuckle as he pressed a few switches and sent the Emulator after the Huntresses that were coming. "I've been waiting for this day for a while now... It'll be good to see those brats get what's coming to them."

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~Back With Team RWBY~

"Well... we've been in this warehouse for almost an hour and a half... and I still have yet to see any signs of the White Fang." Yang grumbled as she punched her fist into the side of an empty SDC shipping container. "Are we sure that they're even here?"

Ruby crossed her arms over her chest as she stopped and turned around to face her sister, an annoyed look on her face. "Quit hitting things Yang!" She yelled in a hushed voice. "They're probably hiding from us. And you going around punching things isn't helping, so cut it out. We'll find them, we just need to keep looking."

The two of them spun around when they heard Blake and Weiss approaching them, and Ruby raised an eyebrow curiously as she tapped her foot on the metal floor of the building. "Did you guys find anything?"

The monochromatic pair both shook their heads, to which Yang responded by letting out a long, frustrated groan. "This is ridiculous! There's nothing here; they must have found out we were coming somehow and booked it."

"The only thing we kept finding was more empty shipping containers, the same it's been in the entire complex. I agree with Yang; this has just been a waste of time." Weiss concurred. "As much as I hate to suggest it, we should just get back to Beacon. There's no sense staying here if we don't have to, especially with the Grimm roaming the city."

Ruby just stared at her teammates for several seconds, not sure what to say at first, but after a while she rolled her eyes and dropped her arms to her sides. "Yeah... I guess. Dang it, I was really hoping that we'd get better results than this." She pulled Crescent Rose from the holster on her back and switched it to its rifle form, then motioned for everyone else to go ahead of her. "Come on... let's go."

The four of them started towards the exit, a large roll-up style door that locked from the inside, none of them really saying anything, as they were all a little disheartened from the results of their search. Blake and Yang were out first, with Weiss following closely while Ruby stopped one more time to look back into the large main room of the warehouse. She let out a small sigh and rested Crescent Rose on her shoulder, only to freeze up when she heard a low chittering sound from the building.

"What was that...?"

Weiss turned to look back at Ruby and scowled at her partner. "What was what? Ruby... come on, let's get out of here; it was probably just an animal."

Ruby waved her hand behind her and shook her head quickly. "Shh! I heard something... just give me a second."

Weiss rolled her eyes and yelled at Blake and Yang, telling them to wait, then drew her rapier just in case any Grimm came by. "Ruby, hurry up. This is just stupid."

The leader of Team RWBY nodded silently as she raised Crescent Rose and started back deeper into the building. "Where are you... I know I heard something in here..."

As she passed the same SDC container that Yang had punched, there was a short hiss as a black and white blur whizzed behind the Huntress, a hand shooting out with a set of razor sharp claws scraping the side of her arm. Completely surprised by the quick strike to her arm, Ruby yelped in surprise and grabbed her arm, her eyes widened in surprise.

"Gah... what was that?" She shouted as she spun around to look for her attacker.

Nothing... all she could see was the wide open door, with a slightly confused Weiss standing just beyond. Pulling her hand away from her arm, she saw that whatever had hit her, had managed to scratch her with three claws, each one being about an inch apart. She covered her arm again for a couple of seconds before she swept her gaze around her immediate surroundings, Crescent Rose aiming at whatever she was looking at.

She froze cold when a loud distorted and guttural scream echoed through the warehouse, followed quickly by an explosion. Looking up, she saw the roof of the building cracking rapidly as small pieces of brick and mortar started falling onto the ground.

Shaking her head frantically, she tapped into her Semblance and started towards the door, a desperate look on her face as she focused on Weiss and the others who were at the entrance calling for her to run, but after a few seconds she rammed into a figure that fell from above her, a crooked and sickeningly inhuman grin on its face as it reached a hand out to grab Ruby by her neck.

"Tiiime's ... uuuup..."

Ruby's eyes squeezed shut as she squirmed in the thing's grasp, and she reached a hand out to hit it in the face, an action that was caught with ease and she swallowed a lump in her throat as more of the ceiling fell around them. The thing stared her in the eyes for a moment before it squinted and flexed it's wrist, causing a loud crack to be heard as Ruby screamed in pain and as she stared defiantly at it, she went stiff as it's face changed to mirror hers.

The last thing either of them heard was Yang's voice screaming the name of her sister as the entire building collapsed on them.