Waking up in a plush ocean of softness was new. Realising with a twitch that she wasn’t at Beacon or at home, but instead in the fortress of what most people would consider the enemy was jarring. Jarring enough that Velvet came fully awake and stared at the arched ceiling for a while.

Then the hugglebug tucked up against her side wiggled a little, its legs moving over her waist to squeeze her tighter before it pushed its face into the pit of her arm and purred.

Velvet sighed.

“I know you’re awake,” a rather familiar voice said.

Straining her neck to look up, Velvet could just see Akelarre standing by the open doorway, looking all dishevelled and unprepared for the morning in a pair of Beowolf-print pyjamas. “Good morning,” Velvet said as she tossed her blankets off. “Were you waiting for me to get up?”

She lifted the hugglebug’s legs off of her body. The spider-thing didn’t resist, only letting out a pitiful ‘quee’ of protest before rolling into a tight little ball of white fluff atop the bed.

“Hrm? Not really. I bugged your room. In case a rogue Grimm wanted to take a nibble out of you in the middle of the night.”

Velvet froze, one leg off the side of the bed. “That happens?”

Akelarre rubbed at her cheek where the imprint of a pillow still marked her. “It’s never happened before, that I’m aware, but it might. Better safe than a snack?”

“Thanks, then,” Velvet said before covering up a yawn.

“If you’re still tired,” Akelarre began.

Velvet shook her head. “I’m awake now, and I slept well. Just got the yawns,” she said.

“Oh, okay. You look really cute when you’re all tousled up like that.”

Velvet was too tired and not nearly awake enough to summon up the proper levels of mortification. So she just raked a hand through her hair and straightened out her ears before getting to her feet. “Thanks.”

“I’ll leave you to it. The baths are over there. Don’t worry, I checked for any Grimm and I removed my bugs. Oh, and your clothes are clean and stacked up next to the sink. No surprise Seer visits mid-bath for you.” With that being said, Akelarre pushed herself off the doorframe and moved into the corridor. “Just poke the Atlas when you’re ready. It’ll guide you to breakfast.”

***

Dressed and ready for the day, or ready-ish, Velvet opened the door of her guest bedroom and prepared herself for whatever an Atlas was.

She came face-to-face with a beetle the size of a minivan.

“Um,” she said to the enormous Grimm who stared back with large, placid eyes. “Are you Atlas?” she asked.

The beetle Grimm nodded its head with one slow motion.

“Can you lead me to Akelarre?” she asked.

The beast stared at her with placid eyes.

A minute passed.

Wanting to bury her face her hand hands, Velvet sighed and poked the Grimm where its shoulder would be were it anything but a giant beetle.

The Atlas turned towards the far end of the corridor and started walking. It looked as if it was going at a slow, steady pace, but the length of its stride belied its speed.

She stayed right next to the Grimm, sometimes moving behind it as they crossed paths with other Grimm, both insectile and not, on the way to wherever Akelarre wanted her to be.

That, as it turned out, was in a little kitchen two floors down. Just a little nook with a few fridges, some counter space and a pair of those tentacle Grimm off to one side preparing breakfast with quick flicks of their tentacled limbs.

Akelarre was sitting on the far end of the long island cutting the room in half, a book resting on the table next to her and a bowl of cereal at her side. There was a box of Pumpkin Pete’s open next to a carton of milk. “You’re here!” Akelarre said as she pushed a bookmark into her book and pushed it aside. “Want some?” she asked while pointing at the cereals with a spoon.

Velvet took the stool next to Akelarre, looked for a bowl, suppressed a squeak when one of the tentacle Grimm dropped one before her, then went about preparing a perfectly unhealthy breakfast. “I kind of expected you to have, um, something fancier for breakfast,” she said.

“Oh, mom does. Or will once her breakfast is ready. But fancy breakfasts take a long time and they’re not always as tasty as, you know, that,” she said, gesturing to the box with a smiling Pyrrha Nikos on its side.

“You know, she’s at Beacon this year,” Velvet said.

“...Mom?”

Velvet choked back a giggle. “No, Nikos, the girl on the box.”

Akelarre eyed the redhead for a moment. “Oh, okay then. Is she nice?”

“I never actually talked to her. She’s supposed to be a really good fighter.” Velvet poured herself a bowlful, then filled it with milk.

“Hrm.”

Breakfast was rather quiet, with both girls munching down and too busy eating to talk. Akelarre was the first to finish and push her bowl towards one of the Seers who took it and moved towards a sink without so much as glancing their way.

Picking her book back up, Akelarre went back to reading until Velvet’s hovering closer to spy on the contents caught her attention. “It’s a book on entomology,” she explained. “We’ll be making new Grimm later. It’s pretty much why I came here.”

“Making Grimm?” Velvet repeated. On the one hand, that sounded terrifying. On the other, it would be really good to know just how Akelarre and her mom made the Grimm.

“Yup!”

***

Ironwood stared.

Ozpin stared right back.

In the end, they both broke eye contact at the same time, the general reaching for a scroll to check the time and Ozpin bringing up his mug for a sip.

“Go over the whole thing again,” James said, his rough voice sounding rather raw over the call. It couldn’t have been the line. Ozpin’s office was literally within sight of the CCT tower and he had no doubt that Ironwood’s end of the connection was perfect.

Ozpin sighed, the sound masked by the lowering of his mug. He didn’t want to repeat reports that were already sent, and he was no cadet for Ironwood to boss around, but his old friend did some of his best thinking while in moments like these.

“The subject, codenamed Ungoliant, first appeared last spring at the tail end of the school year. Initial reports from Patch and later from other regions across the continent of Vale tell of large insect-like Grimm appearing in swarms around rural areas. They don’t seem to roam as much as other Grimm, but are far more territorial if distrurbed.”

Ironwood nodded on-screen. “We’ve noticed them here too. Nasty bastards, clever too. Lost a few good soldiers to traps made of webs and the like.”

“We have been lucky so far,” Ozpin said. “Our loses to the Grimm this year are not much different from average.”

“Hrm,” was Jame’s response. “So, your... Ungoliant showed up in Patch first?”

“I had a team of huntsmen in training there to investigate the initial sightings of insect-type Grimmm for the locals. First years on their last semester under the supervision of Professor Peach.”

“Who?”

“They ran into Ungoliant during their initial scouting operation. Their report is tied to the other documents I sent you,” Ozpin said. “It’s also where we got our first image of the suspect.”

Ironwood nodded. “She looks surprisingly human. Maybe some sort of faunus at first glance, or someone with a medical issue. I wouldn’t jump to calling her a Grimm at first glance.”

Ozpin raised his mug again, but lowered it when he noticed that it was empty. “The Grimm are becoming surprisingly deceptive.”

“That’s a rather terrifying thought. What did you do after receiving the initial report?” he asked.

“There was not much I could do. Even with that one blurry image the council would have laughed me out of the room with such an anemic report. There are other explanations too, we both know about Geists and some of the more, shall we say, distressing sorts of Grimm.”

Ironwood’s lips rose in a snarl. “Politics. I can see why you would sit on it, but you should have forwarded those reports to me sooner,” he said.

“Alas my friend, hindsight makes fools of all of us.” Ozpin pushed his mug away. “Our next reports came a couple of months later. One of my more trusted subordinates,” he began.

“Qrow,” Ironwood said with a snort.

“One of my more trusted subordinates,” Ozpin repeated. “Reported that Ungoliant was in Vale proper. He tried to capture Ungoliant, but was... distracted by local law enforcement.”

“He was drunk, wasn’t he?” Ironwood asked.

Ozpin wished he had another full cup. That would have been a perfect time for a mysterious sip of hot chocolate to mask his feelings on the matter. “Perhaps.”

“Right, so you sprung an ambush on her,” he said.

“We did. One of our students told us that their team had been approached by Ungoliant to arrange something on their behalf. We did not have a lot of time to act, but I did send out my professors to intercept and amush the Grimm. It failed, but we can now confirm the presence of unusually small Grimm of insectile nature within the walls of Vale. We’ve since had one run in with her. Glynda and Peter were both there, as you’ll recall.”

“She was rather vocal about it, yes,” Ironwood said. “So what are we doing about it now?”

“We?” Ozpin asked.

Jame’s eyes narrowed. “Don’t be an ass, Ozpin, you never spill this kind of information unless you want something out of me. This... Ungoliant is not just an issue that will hurt your academy. The moment she snuck into Vale and started harassing its citizens she became a problem that needs to be dealt with. We need her captured, studied and disposed of before more of them start infiltrating our cities.”

“I know, I know,” Ozpin said. “The issue will be tracking her down. She isn’t some mindless monster like other Grimm, she’s smart, capable of reasoning and has come out of altercations with my professors twice without so much as a scratch.

“Then perhaps hiring new staff would be in order,” ironwood sniped. “I doubt you would have that kind of problem with the professors of Atlas.”

“Perhaps, but I would rather not have my students waste their precious time learning how to goosestep.”

James let out a bark. “Be that way then.” Reaching up, the general ran a hand over his chin. “So you think this has to do with Amber?”

“I doubt it,” Ozpin said with a shake of his head. “Ungoliant never reached out towards Beacon, and if it’s looking for Amber then it’s either being very subtle about it or is looking in entirely the wrong direction. No, I don’t know what its goals in Vale are, and that’s what’s disturbing me.”

“What has it been up to, so far?” Ironwood asked.

“It has ostensibly allied itself with some local thieves and has been stealing Dust.”

“Dust? The last thing we need are Grimm that use Dust,” Ironwood said.

“Indeed. I don’t know what Salem is up to, or why she sent this agent here, but I intend to find out,” Ozpin said.

Ironwood’s face twisted into a grin that could charitably be called menacing. “And for that you need me,” he said.

“Not yet my friend, not yet.”

Ironwood watched Ozpin for a long moment. “Maybe not. But I think it’s high time that I start my own sort of meddling.”

***

The cavern was scary. Not meeting-Salem-scary, or Akelarre talking about taking over the world scary, but still pretty scary. She gave it a four out of ten for scariness.

A few weeks ago it would have been far higher, but Velvet figured that she was being immunized against fear.

Stalactites and stalagmites reached out towards each other like the fingers of gods and indistinct purpleish orbs floated near the ceiling, casting long shadows as thy flitted past. She knew that there were eyes staring at her, but whenever she tried to focus on them they would fade away just before she had time to point them out.

“This is where you make Grimm?” Velvet whispered. There was something about the enormous cavern that commanded respect, or at least wariness. The pool of still waters ripples once at her words and Velvet felt as if she was stepping somewhere where mere mortals shouldn’t tread.

“This is it, yeah,” Akelarre said without so much as lowering her voice. “These are the Pools of Darkness. It’s a really silly name. It’s mostly just black magic water.”

“Um,” Velvet said as she eyed the shore of the small lake, obsidian sand stretching out until it sank under the still waters. There were footprints in the sand, all of them heading out of it, all of them monstrous.

“I’m pretty sure this is the biggest pool. Salem said there were plenty of others though. And sometimes they show up on other continents, but never for too long.”

“That’s... interesting,” Velvet said while managing to only sound a little faint.

Akelarre gave her a happy smile, then bent down to roll up the cuffs of her pyjama pants. In moments the princess of the Grimm had kicked off her shoes and was standing barefoot next to the pool of darkness. “Hop,” she said as she did a little jump and splashed into the ankle deep water. “It’s always really chilly,” she said. “Not too cold, but kind of like... you know that cold feeling you get down your back when you’re walking outside alone at night and then realise that someone is watching you?”

“...No?”

“Well,” Akelarre went on. “That’s the kind of cold it is. Mostly annoying after a while.”

“Okay,” Velvet agreed because she didn’t know what else to do.

“Nevermind,” Akelarre dismissed. “Okay, so now we give birth to a whole new generation of Grimm. Well, I do. I don’t think touching this water would be good for you.”

“B-birth?” Velvet asked. She had heard of birthing pools before. Her mom had talked about them too, if the day ever came and Velvet was ready to become a mommy. Then she put two and two together and came up with a number that was too big for her liking. “I, I don’t think I’m ready to be a midwife,” she said.

Akelarre turned towards her and stared dumbly even as the first horrors started crawling out of the waters. “Huh?”

“Nothing,” Velvet said as she eyed the first creatures to wade to shore. All of them were recognizably insectile, and all of them looked like they could gobble her up in a minute.

“Okay. Well,” Akelarre said before bending at the knee and picked up one of the nearest Grimm insects. “I wanted you here to get your opinion,” she said as she raised what Velvet recognized as a ladybug, only its carapace was done in monotone colours and its face was a mess of squirming teeth and claws. “I was thinking of opening a Grimm pet shop to help convince people that not all Grimm are evil,” Akelarre said. She wiggled the ladybug who squirmed in return. “Do you think this is cute?”