The full team had returned to their room to try and figure out what to do now, well the middle half of Team RWBY was figuring that out, the outer half didn't do that at all and instead proceeded to have a bit of a moment. Namely, repeatedly wondering all sorts of questions relating to their uncle, which, despite the repetition of the questions to themselves, certainly weren't being answered any time soon at this rate.

Weiss and Blake had agreed that it would be best to just let them wear themselves out for the night, and use the week to figure it out. That, and by chance Weiss and Blake had both remembered reading and liking a book in common some long time ago, so they decided they might as well talk about that. It wasn't as though it were any less productive then what the other two decided on.

----------------------------------------

Memnol felt he had gotten somewhat lucky as he read the newspaper that he'd come across and 'hired' the thieves he had, they seemed to have got to work rather quickly.

"Look, it's him!"

"Seriously?"

"How do you go from human to that?"

"I heard from one girl who's friend's friend asked Ozpin that it was his Semblance."

"Again, seriously?"

"Semblances, man."

"I've never heard of a semblance doing that doing that before."

"I don't know if it was, I was there, I saw when his Aura broke, it happened just after."

"Oh joy," Memnol thought, "A viewing gallery just for me. I suppose both 'Out of Sight, Out of Mind' and leaving them to their devices hasn't let the rumor mill shift any over the past- week. Right, it's only been a week for them I suppose."

"Right, you're the same year as him!"

"How do you keep forgetting that?"

"We've been friends for ages, sometimes I forget, okay?"

"Fair."

"Anyway, come on, tell us about him?"

"In a moment, you guys talk first, okay?"

Memnol thought, "Even with my improved senses since the transformation, I can barely hear them. I suppose normally listening in on them would be less than important, but I don't have anything too pressing I need to get to right now, so I may as well."

Memnol ordered IA Silver to stand nearby, and with the ability to Scry its surroundings, if within a mile, that came with it being an Ice Assassin, listened in without as much strain. After with some more mundane conversation happening first, he soon figured out their names; Olive, Tann, Laz, and Sil.

Olive said, "Alright, so I'll start from the beginning, although we all saw that he was put on the reserve, right?"

Laz said, "Yeah."

Olive said, "Okay. First day of classes, first class, Professor Oobleck's class, he heads straight for the corner of class. Not too odd, some people are just shy. Class goes by normally, right until the end. I was taking some time, cause me being me, I drop my lucky pen when I try to put it away. Then, I hear him pretty much interrogating a girl, a second-year if I remember, with rabbit ears, about being a faunus."

Tann said, "Seriously?"

Laz said, "Jerk."

Sil said, "I know Velvet, she's cool, what the hell?"

Olive said, "But that's not quite it. He was acting like he'd never even heard of faunus before. Asking questions about really obvious stuff, like 'Can Faunus have kids with humans?', stuff you just pick up in life, you know. I will admit, I never would've wondered if any of the extra parts could be vestigim- vestia-"

Tann said, teasingly, "Big words got you stuck again?"

Olive said, "Oh shut up. Ve-sti-gi-al, vestigial. You know, not really used, like penguin wings, I think."

Tann said, "Okay, clueless and a bit of a jerk isn't what I've heard at all. You having us on?"

Oliva said, "I'm getting to it! Anyways, I'm thinking I've got a handle on the guy, but it turns out maybe he was having a funk or something. Same day, he gets the first fight of the year, and I swear you could see the exact moment he goes into fight mode. His stance changes just a little bit, he puts on a robe of all things-"

Tann said, "Did he actually trap the arena?"

Olive said, "Not the whole thing, but he surrounded himself all around the front and sides with caltrops. Then I swear, it's just before the match starts when I saw that shift in his eyes. Nothing in them, just in how he was looking around."

Laz said, "What do you mean?"

Olive said, "I mean, before he seemed like he was just running on auto, just going through things. This when the guy we've heard of started up. Now at this point I'm already watching him closely, so I get to spot a few things. Mainly, after he checks himself and Cardin, for just a second I swear he checked the crowd. Then you know the rest of that one I bet, 'Is that also a gun?', two hits and the match is over, stops swinging in a second, 'Prep time and a plan', all of that. I got the part after that that I don't think anybody else knows though. I stay behind on purpose this time, and what do I see but him taking some golden slip from a pocket, and Norris I think her name is, just goes up and plucks it, being playful and that. But Memnol, he's not having any of that. I swear, the room dropped a straight few degrees when he asked for it back. Then comes the interesting part,"

Laz said, "That wasn't the interesting part?"

Olive said, "Nope. Long story short on that, don't try to grab his dagger ever for whatever reason, it weakens you if it doesn't like you."

Tann said, "Excuse me? The long version?"

Olive said, "Apparently this soul-art thing we barely hear about, it can make some wicked stuff. If you're too energetic a person or something like that, that dagger just drains you for trying to hold it. He says it'd even killed some people who tried to rob him before."

Sil said, "Sheesh, that's got to be a bit of a moment. One moment you're sitting down eating lunch, next thing you know a pickpocket just drops next to you."

Olive said, "Yeah. Anyway, end of that, and I hear he's going to the library. I head over ahead of him since I'm a pretty curious person as you all know-"

Tann said, "Stalker's the word."

Olive said, "Shush, you! Anyway, I get there and try to act natural, you know, blend in-"

Tann said, "You seriously used your semblance for this?"

Olive said, "Brief invisibility has its perks!"

"Note to self," Memnol thought, "The Permanancy'd effects, including my See Invisibility, failed on my way into Remnant, I need to re-apply those once I have the chance and order the IA's to always keep a hand on their weapons if possible."

Olive said, "Anyways, I'm listening really carefully, and while he definitely knew what a library was, he sure didn't expect it to be free. Anyway, next thing I know, he heads to the nonfiction, and no warning, just steps into the air and vanishes. I think it was that thing Team JCTH was talking about last week."

Laz said, "Wasn't that his semblance then?"

Tann said, "How are we supposed to know? If nobody overheard this soul-art stuff from him I'd say he's got, what, five semblances?"

Olive said, "Anyway, you guys know a decent bit of the rest, and most of it seems true from what I can tell, 3 million lien ring, turns stuff in on the way out, freezing an army of Grimm, that stuff. Honestly, past a few moments where he's generally polite at least, he's honestly pretty quiet."

Sil said, "Wait, you think this is him trying to be on the down-low? The same guy who, his second fight of the year, while still recovering and having changed races, challenges a team four on one and wipes them in seconds with lightning? Scratch that, wipes CRDL, in seconds? They may be a bunch of absolute pricks, but pretty much everybody knows that they've got some pretty up there aura's for first years, and Cardin's supposedly about average for a mid-year second year. And seriously, did he really say the whole 'past tense' thing?"

Olive said, "Yep. I'll admit, I was very happy not to have my name or team up there first, the ones that did looked crazy nervous."

Laz said, "Anyway, back to the main thing, have any of you ever seen a faunus like that before?"

Tann said, "Not on land, but I think it's not too impossible for underwater."

Sil said, "Has anyone asked the teams he hangs out with about him yet?"

Olive said, "Yeah, but they either don't know much more or just aren't telling. Apparently he's just fine with serving alcohol though when they come over to- It feels odd to call it 'his place' like it's an actual house and not just some spot in the air that apparently leads to one. But that's pretty much all that anyone's heard from them about him. Otherwise they've been turned away or he's been sitting with them, and putting aside asking about someone sitting like two feet away, we've all seen him around at least once now, right?"

Sil said, "Yeah, and I have to admit, mixing that height, those clothes, that staff, that voice, and that face is pretty much going to guarantee that people in the hall are going to step over when they see him. I know I have. It took me a moment to realize I had even done it."

Olive said, "I don't think he notices it and, well, I've got a bit of a theory that's kind of related and it may sound ridiculous, but, well- Okay, this'll make sense in a moment. I've seen the way he walked, before and after being a faunus, and I think I recognized it."

Laz said, "Wait, what, what do you mean?"

Olive said, "I might've mentioned it before, but when I was maybe eight my family went on a vacation to visit Atlas, see some sights and all of that, and anyway, by sheer coincidence we end up at a museum the same day Jacques Schnee is doing some donation thing. I swear, the way I remember him walking and the way I remember Human-nol walking are identical, that sort of 'I know exactly what I'm doing and you should really get out of my way' kind of walk."

Sil said, "And the other one?"

Olive said, "Different day, we're catching a bullhead tour around the city, we spot Nicholas Schnee a little way in the distance near the private section, it was one of those half-public half-private kinds of ports, and he's got this cane and is clearly using it. But he sure as hell wasn't hobbling or anything, he had this kind of, dignity to it, you know?"

Sil said, "Alright, and what does this have to do with him not noticing people stepping aside?"

Olive said, "I mean, he must be used to it, having picked up how he walks and seeing how people step aside growing up, stepping aside for-"

Tann said, "No. Just, no. I'm not even going to let you say that out loud, because then I'd never again get to call you out on what the stupidest thing you've said so far is without adding second to that. Why would Mrs. Schnee even agree to- We know that it can't be Jacques Schnee, we've all heard about the whole 'Awakened' rumor!"

After a pause, Olive said very quickly, "Secret lovechild with another man's wife who watched and emulated his true father from a distance after being told by his adopted father who awakened him at the behest of his mother to tell him sooner."

After another, longer pause, Laz said, "Olive, you're good at hearing things, but by the Brothers, you're an idiot sometimes."

Olive said, "Oh says you, you barely talk in sentences."

Laz said, "One hundred word limit per conversation. Makes life much better. Only thirty words left for this one."

Tann said, "Regardless, do any of you think he's going to actually address any of this at some point?"

Sil said, "I don't think he knows any of this, he's hardly around to hear it. Adds to his mystery I think. That and again, you try bringing any of this up where he might actually hear you. Seriously, we're twenty-five feet out, in a decently noisy cafe, behind a semblance- thanks Tann-, and still trying not to talk too loud."

Laz said, "Do you think he'd care that much?"

Sil said, "I don't know, maybe? Maybe not? She's the one who has classes with him."

Tann said, "In fact, you know what, just go over to him now and ask."

Olive said, "What!?"

Tann said, "Yeah, come on. Go over, tell him you heard some rumors, ask him about them, see how he reacts."

Olive said, "Are you serious?"

Sil said, "Come on, I don't think he bites."

Olive said, "Why don't you talk to the guy with reverb then?"

Sil said, "Nope, not how it works. You're still the one who has classes with him."

Laz pushed Olive out from where she was sitting and said, "If you need an opener, he's clearly read the news."

Olive stood there for a few moments, looked back at her friends, took a long breath, reminded herself she was flung off a cliff earlier in the month and was fine, and walked up towards Memnol.

Memnol canceled the Scrying effect to focus on his surroundings and, because he could and had the necessary will to mess with people as a Wizard, suddenly flicked his eyes directly over to Olive as she was approaching, causing her to more than slightly startle, and pause, before continuing over.

Once she had walked over to his table Olive said, "Hey, Memnol, right?"

Memnol said, quite dryly, "I am indeed Memnol Elodyr. You are?"

Olive said, "Ah- Olive. We have a few classes together."

Memnol said, "Ah, yes. We haven't met before but I do remember you by appearance now. What is it?"

Olive said, "Well, I noticed that you had read the paper, and, I wanted to know what you thought of it."

Memnol was silent for a moment, to look like he was thinking, though he did decide on trying to plant one particular rumor, and said, "Hm. Some of the earlier ideas were plausible, but quite frankly the ones near the end were laughable. First of all," he picked up the paper and flipped it to the page he wanted and pointed to it as he spoke, "The idea that the Schnee corporation would need to buy this one specific newspaper is frankly ridiculous," "Although writing that in the story was a decent move to prevent them from doing so without giving it legitimacy," "As is the idea that I would let the White Fang in their current state use my image in this sort of way without giving them quite the reckoning. The rest of the article and paper are decent however."

Olive, tucking away that bit of knowledge about Memnol's apparent dislike for the current White Fang, said, "Yeah, that was pretty ridiculous. Speaking of, how do you feel about the rumors about you?"

Memnol raised where an eyebrow would be and said, "Rumors? Such as?"

Olive said, "Well, I know I heard at least one that said you planned to read the entire library, but I think that was a joke."

Memnol said, mentally sending an IA around a few corners to get themselves disguised with a Veil to give him an excuse to leave the conversation and deciding to give them something else to latch on to, "Only the non-fiction, and I still have a little ways to go on that."

A moment later, before Olive could recompose herself from that, a man in a grey suit with the Weave Solutions Corporation logo on his silver tie walked up, tapped Memnol on the shoulder, and gestured to a watch on his wrist that, if one looked closely enough, was neither ticking nor at the correct time.

Memnol said, "Excuse me, while it has been good to speak with you Ms. Olive, I'm afraid I have something to attend to. Pleasant day," then proceeded to get up and leave with the man, who was IA Silver in fact.

Some moments after walking off Memnol left to go buy a decent compass to convert into a Greater Gate Compass briefly within the sewer lair, figuring it would be quite useful in the whole process he was starting to undertake with the Epic Spell pair he intended to make, the whole thing taking roughly ten minutes and a Wish expended but not cast to provide the spell, Find the Path, for the compass.

As Memnol held it, he reflected on just how useful a compass that always pointed to any area you thought of, or the nearest portal there, and always did so correctly was incredibly useful. He of course gave it a few tests, watching it spin as he specified Beacon, his future lair site in Menagerie, Roman and Neo's Patch safehouse, and to give it a proper test for an area he hadn't been to or seen, the Branwen tribe camp central gathering area, and the needle dutifully swung around and pointed right over to the east. At least he assumed that was east, the compass didn't actually work much as a compass anymore. By this point, the Amulet had finally finished being improved, so he sent out the new orders of where each IA was going to be.

To recap and summarize it; Gold and Red remained on continuous Memnol guard duty, Silver served as a third until it would split off in Atlas, White remained in low orbit to observe the single scroll from the Ars Factum chapter of the Nether Scrolls at all times just in case it somehow stumbled on the key to reading it as Memnol under no circumstances wanted to miss the secret to something as powerful as Artifact Creation- It was also quite hard to steal the Quess Ar Teranthvar in the first place and he was going to get the most out of them, especially once he decided the time was right to actually sit down to read the Planus Mechanus chapter which was the only other chapter he had yet to read- and to shatter that gem in case Memnol ever permanently died, Blue and Bronze were on Torchwick and Neo duty, Brass and Copper would be left to Beacon patrolling, and finally Memnol would be peeling off Black and Green from Beacon to manage the construction of the new lair and guard it.

Meeting Black and Green would be why Memnol was in the library at this newer, later, moment, as it was an accessible enough area, and he got to make far more progress on the nonfiction, though now with one or two brief spotters that went off, probably to further solidify that new rumor. After he had absently put his hand on a book and learned quite the amount about Abeline the pre-war seamstress and her frankly incessant pining over an aquatic-based faunus man, he took a closer look and realized that he had reached the biographies. Going over what was what in the decimal system again and what would be after these, Memnol made a rather executive decision and decided that he was finished with the nonfiction, given that he'd get most of the history from any textbooks he got for Doctor Oobleck's classes in the future.

The narrative has been taken without authorization; if you see it on Amazon, report the incident.

This is why he happened to be sitting down rather near to the entrance and idly observing his surroundings, taking the moment to give himself a brief break, when Mr. Phillips woke up in a moment, not jumping but certainly seeming to wake perfectly rested, without any morning sluggishness, which was particularly rare at his age.

Memnol observed this and noticed a new sort of consideration to his actions, of someone who's gained a sort of clearheadedness they hadn't really known they were missing until now. The moment Mr. Phillips spotted Memnol, he looked at him up and down, and his eyes gained an unmistakable glint of clarity.

Then Mr. Phillips said, in very well-spoken Aquan, "You're not just a faunus. You're a Mind Flayer, I remember it all now. Ulitharid too, by the look, right? Yeah, six of em, Ulitharid for sure."

Then quite the thing clicked into place for Memnol and he replied, in Aquan as well, "Nor are you completely faunus yourself, I realize Mr. Phillips. If I hazarded a guess, some sort of Aboleth heritage finally kicked in?"

There was a pause for a long, long while until eventually Mr. Phillips cracked first, laughed a little, and said, "It's been trying for a while, now that I see it. I really thought my own memories were just odd dreams. Well, my last few progenitors' memories, but still, if you know anything about us, then you know that's not much of a distinction. Ha, 'us' already!"

Memnol gave a dry laugh and said, "No, it certainly isn't. Last few now? I take it the diluted heritage doesn't quite let your memories stretch back to the origin of everything?"

Mr. Phillips grumbled for a moment and said, "Sadly, no. It only goes back by about ten progenitors. So I only have the general cultural knowledge of being cast down, rather than the firsthand experience."

Memnol said, "Shame, that. It would have been nice to have a first-hand source on the less recent local history."

Mr. Phillips chuckled and said, "Couldn't help you with that, I'm afraid. My progenitors weren't Remnan, just like I take you aren't either by that."

Memnol said, "Really now? How did they manage to end up here then?"

Phillips said, "Nine progenitors ago tried to develop and work a magical experiment, the memories are hazy, which feels wrong let me tell you, but I'm fairly confident it had something to do with both the Weave and Shadow Weave, and after blacking out they're in unfamiliar waters and dying at a very awkward pace, just enough so the eighth can be made."

Memnol said, "And let me guess, a few progenitors after that, and then you start to 'go native' as it were?"

Phillips said, "Only took the one. This one honestly crazy aquatic bound faunus, it was probably more isolation and boredom that led us to, experiment. The other memories explain a lot of my otherwise unexplained tastes, and I mean in all areas. Always wondered what I occasionally saw in Goodwitch. Not counting the obvious of course."

Soon enough the IA's Green and Black reported they had arrived, and Memnol said, "Well, I do need to be going soon. Anything else before I leave, care to suddenly panic about your heritage or something like that?"

Phillips said, "On the first one, why Aquan? For me it's because of the Aboleth memories, thanks for kickstarting those by the way, might've taken another descendant or two on their own if they stuck at all, but you?"

Memnol said as he started to walk out of the room with the IA's, "It's one of the best languages for underwater communication. That and I've had need to speak with Aboleths and certain elementals before."

Phillips said before Memnol left, "And for the second thing, Nah. Turns out all these memories don't really change all that much for me practically. I'm not going to be going out of my way to Ozpin about it before you bother about that, I like what I've got, so as long as we keep it that way, we're still on good terms."

Memnol said as he left, "Fair enough, particularly if they were always part of you in some way, after all. Well, pleasant day to you Mr. Phillips."

Phillips said to Memnol, "You as well, young Mr. Elodyr." After Memnol was gone and Phillips figured he was in the clear, he stopped his scroll's recording and after some additions sent it off to Ozpin, and started typing like crazy all he remembered about mind flayers. As both of them knew, Phillips' earlier statement was a complete and utter boldfaced lie.

Regardless, Memnol got on his way in taking the stone golem over to his pending base site, which was a slightly more convoluted dance than one would initially think, given both that as golems tend to be, this one was also immune to most magic, though he probably could have just teleported, but also that he wanted to make sure his solution for the more universally magic immune golems worked as well. In the span of half a minute and two Gate spells, one to bridge between Material and Astral and walk the golem through to a waiting spot, and another to actually take them back to the Material lair site. Memnol then handed IA Green the Amulet of Creation, and proceeded to, with the IA's after ordering it not to stop them in any way, break the golem entirely by the head. IA Green soon enough used the now mundane stone left behind as the basis for the first Wall of Stone of many, and Memnol figured that now that that was underway, he could take some time to go back to the wonderful, wonderful dragon continent, always so plentiful with grimm to kill.

Doing some rough math as Memnol teleported over to it, he figured that even though he figured he'd need roughly 1.8 Thousand dead Grimm before he could take a step at becoming an Ardent, after refreshing with his best Thought Bottle, due to the way the growth would work after going from Human to Ulitharid, mainly to gain that nice Magic Mantle since as far as he knew it should let him treat magic like psionics and vice versa, which would be a massive boost to him in a frankly mean number of ways.

----------------------------------------

Ozpin was having a pretty nice day, all things considered. No incidents this week beyond a minor issue quickly resolved by Glynda and Cardin Winchester of all students, Ozpin would gladly take Cardin treating the less glamorous duty of reigning in his team seriously any day, and while hearing Qrow report that Memnol 'Turned a man to ash without missing a step' was on one hand somewhat disheartening, on the other hand he was also just doing what Ozpin asked again and guarding Amber, and ultimately it was a good string of successful missions from his older years that left him with a pleasant feeling.

Then the audio message from Howard came in, subtitled by the librarian for convenience even. Then partway through that he received plentiful bullet points about 'Mind Flayers', only long enough in total to be a primer, with a little extra on 'Ulitharids', and he'd soon learn why diet was typed out as 'Diet' to be emphasized once he read it. It bears particular note however that this primer did not have everything in it. For instance, while it did note the staggering difference in average Mind Flayer Intelligence and average human intelligence, it quite lacked the knowledge of their Psionic capabilities, their telepathic capabilities, and even the near-signature Mind Blast which could stun everything in an entire 60-foot cone, usable as often as they please, which would be a pretty important thing to note.

Though quite frankly, what was indeed there already bothered him to a decent degree, and did worry him an amount, but having been around for a long time can force you to think on options you may not want to acknowledge before you can stop yourself. For instance, on the idea that there was pretty much always at least one death row inmate available in a given month, though it wasn't exactly a welcome thought to Ozpin for a lot of reasons. What was welcome was the brief explanation of just how Howard even knew all of this. Of course, his librarian being the descendant of his own race from beyond Remnant was its own can of worms that he'd have to open at some other time, but at least it wasn't as present a concern. For one, Howard actually acted a lot closer to his age than Ozpin, even though he was a solid year younger than the headmaster.

Ozpin decided to take this one at a time, and tried to send a message for Memnol to meet him as soon as possible. Which failed to send, citing the reason as a poor or nonexistent connection. So Ozpin decided to be calm, and wait for about five minutes.

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By this point, Memnol had already Frostfelled and so killed roughly 175 Grimm, and had hit a rhythm of roughly 'Teleport, Teleport & Frostfell, Teleport, Teleport & Frostfell' for finding and killing Grimm about two minutes in.

"At this rate," Memnol thought, "It should only take me roughly 70 more minutes. After this particular jump of growth I should only need a more reasonable number of dead grimm as well for the next one."

----------------------------------------

When that didn't work, Ozpin decided to try calling, and got the same error, except now with the call version of the connection error, which even had a sound to go with it. At this point, Ozpin decided that rather than spend too much time on this, he'd just wait for tomorrow and get a hold of Memnol between classes. Having decided that that issue was as handled as it could be for now, Ozpin went to settle back into some work to take his mind off things.

Only to get one singular line into double-checking a report before being interrupted by an elevator request chime, and checking it he found Team RWBY at the bottom. Ozpin, one to try and be available for his students when he could be, especially promising students like the team was, sent the elevator down for them and organized the surface of his desk.

Once the team came in and walked up to Ozpin's desk, Weiss was the one to speak and said, "Headmaster Ozpin?"

Ozpin said, "Yes?"

Weiss said, "Excuse me if this is too out of nowhere, but the phrase 'You may speak to the black-winged one, and he who works behind his face, for the two conspire beneath the aftermath of their fraud' would be referring to you and Qrow Branwen, right?"

This immediately caught Ozpin's particular attention, and after a long moment of silence took a long draft from his mug and said, "Memnol gave you that one, didn't he?"

At this the team looked at each other, then back to Ozpin, and Weiss hesitantly nodded.

Ozpin took another draft walked over to the window, tapped it twice near the bottom as though in contemplation, then opened it, and a small black bird quickly landed on the windowsill.

After returning to his desk, he said, "Then yes, I almost guarantee that that phrase is referring to Qrow and I."

Yang seemed to slump in relief and say, "Whew, then do you guys already know about Memnol not being from Remnant?"

At this the rest of the team reacted with variations of "Yang!", Ozpin took another draft, and the bird on the windowsill let out a solid Cawing fit as its head bobbed between Ozpin and the team.

Once things quieted down, Ruby was the one to ask, a note of vague trepidation in her voice, "Headmaster Ozpin, our uncle wasn't allowed to tell us when we saw him, right?"

The looks on Ruby and Yang's faces were nearly identical, and Ozpin very quickly picked up on all of what they were likely feeling, tucked away a pang of guilt to examine slightly later once the students weren't around, and said, trying to lighten the tension for them, "I assure you, if it wasn't such a big matter, then I wouldn't ask him to keep anything from his family."

After Ruby and Yang both let out a breath and leaned on each other, Ozpin said, "Is there anything else?"

Blake added after a moment, "He's also something called a Ulitharid, a kind of Illithid, not a faunus, which is, by his own insistence, an Aberration, in his own words. In case you didn't know, sir."

Ozpin said, "How did you get him to open up about something like that?"

Ruby said, "Well, earlier on the day we fought the White Fang and Torchwick, we ran into Memnol, and after starting out on our plan, he said 'You Remnans have no concept of subtlety'."

Blake said, "Emphasis on, well, You Remnans."

Ruby said, "And later we privately, with Team JNPR, asked him about it."

Yang said, "Then, he just didn't even try to argue against it. Said it'd take too long, so he just gave all of us a favor."

Blake said, "Then Kuo Kuana came up, and something about the way he said he was a faunus now got to me, so I used that favor and asked."

Ozpin said, "Hm. I see. What do you know about Ulitharids?"

Ruby said, "Not much. Just that they're basically taller, better versions of Illithids, and have two more face tentacles, apparently. That's all we know."

Ozpin thought deeply for a few seconds, then shot a glance at the small black bird, let the guilt pile up one more time, then looked back to Team RWBY and said, "I think I have some more information about Illithids that might be important, and want you to know, before I ask something of you. Or, as they were also more commonly known, Mind Flayers."

Ozpin said, "Please, there's some seats by the wall, feel open to take some while I tell you about them, and what I hope you can help me do. I just want to say before I start, that the last thing I would want to do with this is drive you and Memnol away from each other, but I need you to really understand the situation at the moment. There's a lot to get through."

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By this point, Memnol had remembered that, while the rhythm wasn't perfect and had some occasional oddities, such as three or four teleports between groups of grimm, and while he was being productive, those alone sure hadn't staved off the immense monotony that had set in. One would think 'Can invoking the power of the frost, freezing your enemies into pure ice, and leaving the land frozen for one and a quarter days really get boring?' The answer is yes, when you're doing it roughly 5 times a minute for this long, and know you still have another 50 some minutes left to go.

----------------------------------------

At this point in the explanation, Ruby had to interrupt with some amount of horror and say, "They- They can't feel happiness? At all?"

Ozpin said, "From what I know, the closest thing to positive emotion they can feel is self-satisfaction and pride."

To Weiss, something about that clicked, and she realized, "Could that be why he mistakenly said Jaune still had a favor? But… Wouldn't that mean that he considers these deals as positive things? Or just having repaid one already? I- There are too many ways to try and look into that now, and I can't figure out which one is right, if any of them are!"

Blake said, "So if he went out on a mission…"

Yang finished that thought, "He'd be like a magnet to the Grimm."

Ozpin said, "Yes. There's that part of it, then there's their… Diet."

Yang said, "Diet? What about Mind… Mind Flayer, diet…,"

Her team all put it together at the same time she did, and after a few moments of even further heightened horror, Blake said quietly, "Oh, Gods."

Weiss took a dry swallow and said, "How many?"

Ozpin said, "From what I hear, at least one per month to survive. And, I'm sorry to say, animal brains don't work from what I know. The brain, for reasons we don't know, needs to be, thinking. And… recent."

The entire team looked very, very pale or peaky, and surprising some of them, Blake got up and slowly walked over to the side of Ozpin's desk, then looked behind and around it, and before even Ozpin could ask, she quickly ducked down and grabbed the trash bin he kept nearby. For all the reading Blake did, she had developed a very active and, to her detriment right now, vivid imagination. The sound of retching could be heard by everyone, as Ozpin looked away to give her some small privacy.

Once she stood up shakily, now down a breakfast, her team had rushed over to help her back to sitting down, and Ozpin took the moment they did that to spray some strong air freshener around that he kept in a drawer. This wasn't the first time a student had received horrific news and had a poor reaction, and sadly, Ozpin doubted it would be the last.

Ozpin said, "Since I'm sure you all understand why this is so grave, I wanted to ask you for help with this, and please remember, I am really just asking. You don't have to if you don't want to in any way."

Yang said, turning to her team at the end, "We, we can handle it. We're sure. Right guys?"

Ruby said, "Yeah, whatever it is."

Ozpin sighed and said, "I want you to help me convince Memnol to change himself from a Mind Flayer to something else."

Ruby managed to pull a notably Ruby move even now, and gave a small smile and laugh before saying, "I don't know about the rest of my team, but I was going to try and do that myself anyways. I mean, I don't want one of my friends like that, just, not able to feel positive anymore."

After some agreements and nods from the rest of her team at varying amounts of conviction, Ozpin said, "Thank you, Team RWBY. If I could give you credit for this, I would. Regardless, I have been trying to get a hold of Memnol some time ago, but he's been out of connection. Do any of you have a way you can get in contact with him before tomorrow? If not, that's okay, I was planning on speaking to him between classes then, before we talked of course."

While there was mostly no's, Blake spoke up and said, "I remember overhearing that supposedly Team CFVY had some way of sending twenty-five words a day to him. Some way to call him if they need backup."

Yang said, "Yeah, I remember hearing about that."

Ozpin said, "I'll ask them to use that then, and hopefully we'll have Memnol here as soon as possible."

A message later and back to and from Coco Adel, asking her use it and confirming she had with the message, 'Ozpin needs to see you in his office as soon as possible', soon happened, and about twelve seconds after that Memnol had appeared from thin air in one corner of the room. Ozpin and Weiss could tell by his face though that he seemed confused about something, which while they assumed it was why he needed to be here, Memnol was actually expecting the area to at least be under the effect of a Dimensional Lock or something else to prevent teleportation.

Memnol said, wiping away the confusion from his face, "Hello Headmaster Ozpin, Team RWBY. I was informed by Ms. Adel that you needed my presence, Headmaster?"

Ruby was the first to get up and head over to Memnol, meeting him halfway as he was walking over, and said, "Don't you want to be happy again?"

Memnol paused for a moment, then to confirm something, he asked, "Ah. I take it you've figured out who you could speak with recently?"

After some Yeah's and Yes's from the team, Memnol said, "I- Hmm. Oh- oh dear. Intellectually I know that I should say yes, but I must admit that the thought of happiness, in itself, doesn't bring me any sort of positivity. In fact, it rather lacks any sort of real motivating factor to it at all, at the moment. Well, that seems like it should be a touch chilling, doesn't it?"

The downright horrified looks from Team RWBY confirmed his question, and he said, "Well. I suppose in my more normal state of mind I might act on this knowledge, I must admit that simply remembering that state of mind does not allow me to act as if I were in it. As odd as this may sound, I believe that I may indeed need to be somewhat forced into this through a deal of some sort, as otherwise the drive to do so myself is simply, by the way this problem is in itself, lacking."

Ruby stepped up and said, "There's the thing you can do for me, then. What we agreed on, remember, that'll be turning yourself away from being this!"

Memnol said, "I'm afraid not. Remember, I had given you that Adamantine blade in your scythe thinking that it might be something you would be happy about, therefore repaying that debt."

Ruby said, "But- But…"

The rest of the team kept trying to convince him in similar ways for a few minutes, but it just wasn't working. Eventually, Ozpin sighed, and seeing that this was failing, did one thing he was avoiding having to do and said, "Memnol Elodyr, as Headmaster of Beacon Academy, I request that you alter yourself such that you're no longer a Ulitharid or other sort of Mind Flayer, in the capacity that you become capable of feeling positive emotion again and that you no longer need to consume thinking minds to survive, and you are to do this with immediate haste, before you need to consume a mind if possible, but otherwise as soon as you are able. Do you understand?"

At this moment within Memnol Law had won out without even faint competition for any other consideration. He visibly nodded, left his head inclined slightly, and said, "Understood Headmaster Ozpin, I'll get to that with haste. Permission to delay approximately one hour or less to finish my current project?"

Ozpin said, "How quickly can you make this change?"

Memnol thought for a moment, very many options being considered, thought through, filed away, and discarded in a matter of just a few seconds, and he said, "Permission to check a tool I have on me which may pertain to the time taken?"

Ozpin nodded, and Memnol took out the Gate Compass. While Memnol didn't expect his idea to go through, he willed for the compass to point him towards the nearest area that had once been the dwelling of a Waterveiled Assassin, which was a type of elemental he had more than a few times before considered Crossbreeding himself with, and the needle spun around for a moment- then settled in a direction and pointed rather dutifully off to the distance.

Memnol blinked once, now that he'd confirmed that they existed or had existed once in Remnant as well, and said, "Well. With this in mind, as well as a couple of other considerations, I should not only be able to do so with minimal risk to myself by the end of today or lunch tomorrow at the latest, assuming I am to attend all of that day's classes, but also in a manner that should leave minimal to now obvious signs of alteration, should I not make any mistakes."

Ruby asked, "Wait, risk? How bad is it?"

Memnol said, "Well, if I do it with the pair of precautions I'll need to set up, then I should only have approximately only a one in one hundred and sixty thousand chance of dying. With only one of those precautions, then it drops to roughly a one in twenty chance. Without either, then roughly three in five."

Before they could really comprehend just how much those risks were, Memnol said, "In order for me to do this, I will need approximately sixty-eight mirrors, at least four inches in diameter each though mirrors with the area of multiple can be made into multiple, as well as sixty-eight tripods, and a combat viable hammer, in order to create the needed tools. Beyond that, for the process itself, I will require any small, easily transported, and most of all expendable creature. I would prefer a rat or mouse of some sort, though any will work. Once I have those, I can make the tools in roughly over an hour if I am allowed to go and work on them, and do the process myself in a short time, perhaps fifteen minutes. Ultimately, this entire process should take me approximately three hours at most including if I finish what I was doing and you can acquire the needed materials, excluding the rat or other easily transportable animal, while I return to what I was doing and add an extra half hour or so to account for the cost of creating said tools."

Ozpin asked, "And what have you been doing that you've been completely out of connection?"

Memnol said, "Grimm hunting."

At this, the room just looked at him, considered what they knew about him, and decided that if any of the first years would be fine just, going out and hunting grimm on their own without telling anyone, it was probably him.

Ozpin asked, wondering where in Anima he was, "Where?"

Memnol said, utterly casual, "Some few hundred to a few thousand miles into the Dragon Continent."

When most of Team RWBY reacted with either "How?!" or "Why?!", and Ozpin also asked, Memnol said, "As for how, at will teleportation. As for why, well, Team RWBY, you remember how creating Art Items requires an expenditure of the soul? Well, I have found that defeating great numbers of grimm have quite frankly expedited the process of growing my soul back up and even further beyond where it started, so that way I can continue to advance my abilities and create more Items with the Art."

As they digested that, Blake soon said, "That's why you need an extra half-hour. So you can advance the way you must have planned, and still be able to make all of that."

Memnol nodded and said, "Quite correct. Well then, Headmaster Ozpin, Permission to leave as such?"

Ozpin nodded and said, "Yes, I'll do what I can get the materials you need from the workshop."

Memnol said, "Thank you, Headmaster. If nothing else is needed, then I-"

Weiss interrupted by grabbing his robe sleeve and said, "Wait, before you go, I want to ask something. What you said when I first saw you in the infirmary, wen I was helping you up, was it…"

Memnol saw what she was going to ask and said telepathically, "The mindset of the body had yet to set in then, as it nearly has now.", but said out loud, "I am close to certain that it wasn't. Or was, depending on how you would phrase the question. Is there anything else?"

Ruby spoke up and said, "Yeah. Do you think you could let us know when it's done, and we can see you later? We're you're friends, you know?"

Something odd seemed to go through Memnol for a moment, and he said with an odd note of clarity or discovery in his voice, "I suppose we are, aren't we? I suppose if you would be worried about me like that, then I suppose that I can do that, yes. Yes, I'll do that. In fact," He stuck out his hand, "Let's make a deal, I'll message you once I'm done with the process, and in exchange, we'll meet during dinner and you'll detail for me how the adamantine blade has turned out, Agreeable?"

Ruby shrugged, shook his hand, and said with a smile, "Deal! See you then Memnol!"

Memnol said, "I'll see you then, Ruby." Then a thought came to his mind and said, "And before I leave, pass along some measure of gratitude to Ms. Valkyrie. I think that sleepover may have been more beneficial to me than I thought."

Before anyone else said anything, Memnol lifted Loom and teleported back off, to finish hunting Grimm so he could finally get that Magic Mantle, and begin the process of crossbreeding himself. It wouldn't be that bad, it would only take 5 Wishes and a custom Ioun Stone, and he figured frankly benefit quite the amount from it.

Well, even if he didn't, it was still a direct order from his current superior that didn't go so far as to make him outright quit, so that was enough.