"Vale. A shining example of the kingdoms. A wonderous showing of inginuity, life, and hope. People live, and people die with in these walls. It is a hunters job, to protect these people from the forces that would see our deaths."

Ozpin stepped back as he finished his speech. The Vitals festival had come to an end three days ago, meaning life would go back to normal. Most of the exchange students would be returning to their schools later today. Others had filled out the paperwork to transfer to Beacon, like Team SSSN.

As he stepped back, Glynda stepped forward. "Classes will resume as normal tommorow. Any student who filled out the required forms will follow the schedual. Uniforms will also be brought to your new dorm rooms later tonight. until then, you are dismissed." Glynda stepped back, and students filled out of the cafiteria.

Ozpin couldn't help but notice something off about those three students from Haven. He knew they had some secret, but now they seemed more obvious than usual. He sighed, and walked with Glynda out of the cafiteria.

Ruby streched her arms. "So, you guys want to go catch a movie while we can?"

Blake shrugged. "Soundslike it could be fun."

"Well, we finished our homework last night, and have nothing else to do." Weiss just nodded. "Why not."

Yang laughed. "Your just happy your boy toy gets to stay in Vale."

Weiss blushed. "Neptune has nothing to do with this!" she shouted.

"I don't remember mentioning Neptune," Yang retorted.

Ruby rolled her eyes. "Not trying to kill each other in the city. Save it for Miss Goodwitch's class."

Blake laughed at that.

This was the usual for Team RWBY.

Jaune sighed. "So what do we do now?"

Pyrrha was sitting on her bed reading a book. She put it down. "I heard there was a new movie playing later."

"Oh yeah, I think I know which one your talking about. The one with Spruce Willis right?"

Pyrrha nodded.

"Sounds like a date!" Nora shouted back.

Jaune and Pyrrha burst out into full red. "Nora!" they shouted in embarassment.

Ren laughed. "I'm in to, so its not a date anymore."

"It could be a double date in that case," Jaune replied.

This time it was Nora and Ren who turned red.

"Were not, together... together," Nora said, embarrassed.

Sun crouched on the light post.

"So, you see anything?" Scarlet asked.

"I see two sisters having a good time, a girl in a fancy dress, and a Faunus girl!" Sun shouted down.

"What do bystanders have to do with this?" Neptune asked.

Sun laughed. "Their not bystanders!" he replied.

Just then Team RWBY came walking up.

Sage just laughed. "Looks like Sun wins that one."

Ruby noticed then first. "Hey guys!" she shouted, waving.

Sun jumped down just in time for Weiss to blush. "Were you spying on us again?"

"That was only once," Sun replied.

"I can vouch for that," Neptune added.

Weiss blushed even more when Neptune added to that conversation.

Both Team RWBY and Team SSSN started laughed, except Weiss, who just got more embarrassed.

Mercury was laying on a park bench. "So, we launching the plan today?"

Cinder nodded, sipping on her lemonade. "As soon as Adam plants those bombs."

Emerald smiled a little bit. "So, that little screw up a few months ago will not be in vain."

Cinder nodded. "You can thank Adam for letting us know of the failures in Vale's defensive system."

Mercury laughed. "I honestly thought they were more prepared."

"They usually are. The defensive system is high caliber," Cinder replied. "Regardless, this is our best chance for a plan to succeed."

The movie was average. Nothing to big. Definitely not anything to memorable.

"Man, I could have sworn it would have been better," Jaune commented.

Pyrrha laughed a bit. "i honestly liked it."

Ren and Nora were just silent, which was weird for Nora.

"Whats wrong?" Pyrrha asked.

"I don't know," Ren said. "Something just feels wrong.

Just then, Team RWBY and Team SSSN walked out of the theater.

"I still say he is a deplorable actor," Weiss said.

"Oh come on," Yang said. "X-Ray and Vav wasn't that bad."

"I beg to differ," Weiss retorted.

"I'm with Yang on this," Sun replied.

"Same," everyone else said in unison.

Everyone started laughing at that, even Weiss.

Jaune walked up. "Hey guys."

"Hey Jaune," Ruby and Neptune replied.

They began talking as the walked back toward the school

Ozpin looked over reports, both for the school, and for Kingdom defenses.

"Oz, you need to relax a bit," Ironwood said, walking in.

"Coming from the man who would go to war at the tip of a hat?" Ozpin retorted.

"Look, I fucked up. I won't deny that. But your still my friend. I don't want to burn the bridge anymore than I already have."

Ozpin sighed. "Then learn to take things slower, and less forward."

James nodded. "I just wanted to talk before me and my students left for Atlas."

Ozpin gestured for him to sit. He sat down.

"Did you manage to get anything from Torchwick before the White Fang broke him out?"

"Nothing of tremendous value. I even went over the recordings we took. Only bit we retrevied was a name."

"Blake Belladonna?" Ozpin asked.

Ironwood nodded. "And even that isn't news."

"True."

The two friends talked, like the good old days. Ozpin truly did miss these moments of peace with his old friend.

Cinder looked at her scroll.

"The bombs have been placed?" Emerald asked.

Cinder nodded.

Mercury stood up. "So, we getting ready to fight?"

"Not yet," Cinder replied. "We need to time it right when Ironwood prepares to leave. Most od his forces are already out of the kingdom. But, if we can take him down, that will weaken Atlas as well."

Mercury nodded, and sat back down.

Adam looked at the bombs to be sure they were in place. He did not want this job failing. Two grunts walked by, making sure they were secure.

"No guards?" Adam asked.

"Not any more," one of the grunts replied.

Adam nodded. "Make sure of that."

As they walked off, Adam pulled out a picture of Blake. He forwned as he looked at it.

She was always like a little sister to him, if not a daughter, so it hurt it looking at the picture. But still, it gave him calrety.

He activated the bomb, and sat down. His scroll erupted with commands to evacuate. He ignored them. He just sat and remembered the good times.

Adam smiled. "I'm sorry Blake," he whispered, right before the bomb went off.

Blake turned. The explosions were heard this far into the city.

Everyone stopped dead in their tracks. The alamrs started to blare, but was soon cut off and replaced with a voice shouting, "The end is on you Vale! Pray to your gods for salvation. For tonight, you dine in Hell."

Then, the Grimm began to swarm.

The first couple waves were easy, they were nothing. Ruby was dealing with them so easily, that people were getting to safer areas faster than expected. But that was only the first wave.

Ruby looked, and saw the beowolves were getting bigger, Ursa Major began out numbering the regualr Ursa, the Nevormores were coming in bigger numbers.

She saw Coco shooting Nevermores out of the sky, but these were proving tougher than usual.

Things went so fast, Ruby knew nothing more than to protect, and kill.

She looked up, and saw a woman in a red dress walking toward her, fire swirling in her hand.

Weiss was fighting back to back with Blake.

"What happened?" she asked.

"I don't know," Blake replied. "it must have a been someone set bombs on the city's walls."

The two took down a beowolve that standing a foot taller than the others. The Grimm attacking seemed to have been preparing for years.

Yang was punching Grimm left and right. She was sweating. The pure number was mind boggling enough, but the fact that these ones were older, and stronger than usual.

Neptune was to her back. "Any plans?" he asked.

"Not a one," she replied. She chekced her ammo. "Fuck, i'm almost out of ammo."

Neptune gritted his teeth. "Improv?" he asked.

She smiled. "Sounds like a plan."

Cinder and Ruby were going at it.

"Why did you do this?" Ruby asked.

Cinder smiled. "If you do not know why, then figure it out."

Ruby fired at shot, and Cinder doged, only to produce her obsidion swords.

Ruby managed to deflect the blade, and the otherm issed Ruby by only a couple centimeters. Ruby replied with a swing from Crecent Rose, forcing Cinder to jump back.

Ruby morphed Crecent Rose back to a smaller gun, and fired a few shots at Cinder, only for them to be blocked, and cinder charged forward.

Ruby managed to lodge one of the swords out of Cinder's hand, and fought off the assalt from the other blade.

Sun was backing Blake up. Yang and neptune were fighting back to back. Weiss was fighting the Grimm off a few feet away, keeping them from over running the others. Sage and Scarlet had gotten lost among the assalt, as well as Team JNPR.

"Where did Sage and Scarlet vanish off too?" Sun yelled.

"No clue!" Neptune rplied.

"Focus!" Blake replied.

The Grimm just kept coming. And with them, bigger, older Grimm.

A load roar rose over the Grimm.

Everyone froze, even the Grimm.

"What was that?" Yang asked.

"That my dear, was a Goliath," Oobleck said, walking calmly past, killing Grimm as he went.

Along with him, Professor Port was charging through Grimm like a Boarbatusk. Miss Goodwitch was swatting all the Grimm aside. Behind her Ozpin walked calmly, sipping his coffee.

The four stood together, and nodded. Right then, the Goliath charged in, letting lose its roar.

The teachers looked at their prey.

Port and Oobleck charged, causing the Goliath to focus on them.

Port fired shots, but did nothing to the beat's hide. Oobleck shot fireballs at the Goliath's eyes, causeing a momentary blindness. This threw the beast off balance, giveing Port the chance to get close, climb, and reach the neck. Port took the shot, and managed to lodge a bullet into the Grimm's neck. The hide stopped it, but Port did what he needed to do. He jumped back, and landed next to Goodwitch. With one nod, Glynda sprang into action with Oobleck.

Oobleck released a jet of fire at the Grimm. The Grimm staggered, give Glynda the room tolaunch a piece of rubble at its face. Oobleck ended the jet of flame. The Goliath let lose a roar, only for Glynda to send ruble down its throat.

The Grimm stumbled back, knocking odwn a building, and spit the rubble back out. It was not happy.

Port sent a shot at its left eye, breaking the tissue, and causeing the beast to roar in pain. Oobleck set the now detroyed eye ablaze, forcing the beast to back up again.

The Grimm now off balance, Ozpin took a sip of coffee, and jumped into battle. Ozpin pulled his sword from his cane, and stabbed the beast in the gut. Useing his aura, the stab made it through the hide, and out the back. The best slumped over, and began to fade.

As incredibal as it was, all four teachers looks exhausted, and that Goliath was still young in comparison to other Goliaths living around Vale.

Yang just managed to knock an Ursa back after seeing that.

"Even the headmaster has to give his all here," she said, color draining from her face.

Ruby was blocking Cinder with all her might, only for a new strike to come her way.

Ruby was holding her own, but so was Cinder. The sounds around them dimmed, only thr fight was audibal. Cinder only focused on Ruby, Ruby only focused on Cinder.

Cinder pushed, and Ruby lost her balance.

When she hit the ground, Cinder prepared for the killing blow. "Good bye Red," she said.

Right there, a sickening sound came from Cinder. She looked down. A boarbatusk had run one of its tusks through Cinder's stomach, torn intestens with it.

Cinder's look of surprise said all. She had not thought of a Grimm sneaking up on her at that moment. She sent her blade through the Grimm's head.

The Boarbatusk went limp, and began to fade. As that happened, Cinders guts began to spill out, and only then did the damage show. Cinder would die. No exceptions.

Ruby looked around. Death was everywhere, when a Grimm died, it only showed blood on the ground. Buildings were on fire, bodies everywhere. Hunters and Huntresses were fighting for their lives, Atlesian knights, what remained anyway, were being torn apart by Beowolves. what fighters were left, were fighting for their lives, covered in sweat.

Ruby turned back to Cinder. Tears were staining her face. She was trying unsuccsessfully to put her intstanes back into her gut. Her blood had stopped, but nothing was going to heal her in time.

Ruby lined up the shot. Cinder looked up, only to see the bullet pass between her eyes. As blood went down her face, her arm fell, and she died.

Ruby looked again, only to hear the screams of one of her friends.

Coco was shooting Nevermores out of the air when she saw one fly off with Yatsuhashi. Before she could take aim though, a horrifying scream of pain ruptured from behind her.

A small pack of Beowolves had attacked Velvet, and had managed to kill her aura down to little to nothing. One of the beasts had Velvet's severed arm in it's mouth. The small Faunus was hidden behind five other Beowolves, and they seemed to be having a tough time.

Coco took aim, and eviscerated the six Beowolves. The sight under them made Coco want to puke.

Velvet was laying there, one arm torn off, the other a shredded mess. Both her legs were missing large chunks of meat and were both broken. Her hair looked as if it had been pulled out, along with half her scalp. One of her eyes had been clawed and was still bleeding heavily. And her gut had been savaged, but not her internal organs.

The pain alone would kill someone, but the blood loss Velvet had was the one doing the trick. Coco leaned down to hear her friend's last words.

"Get out of here," Velvet said, her voice hoarse from her painful scream.

Coco watched as her friend closed her eyes, and never opened again.

Ironwood was helping direct citizens to the ships. With the remaining Atlas airships mixed with Vale's, they can handle getting them out of here.

Thinking on it, he was glad he got Penny out of Vale with the ship before Ironwood himself would leave. He did not want to lose his apprentice just yet.

"This way, keep calm and move!" Ironwood shouted.

He looked and saw something that made his blood chill. Coming their way, were three Wyverns.

Ozpin looked up to see the Wyverns flying in. The blood left his face.

Coco took aim at the creatures flying in. She pulled the trigger, and let lose.

The bullets flew, bot the just bounced off the Wyverns.

Coco's color faded. These things were definitely stronger than Nevermores.

The Wyverns landed, and let lose a piercing screech. Their screech made everyone uneasy, even other Grimm.

Weiss had read about these creatures. They breath fire, and their claws are poisened. The scales made it hard to hurt them. Along with being fire proof, they grew very large, very fast, scales getting harder as they age. The only reason they never attacked offten was because of their rarity. You were unlucky enough to veiw one, let alone three, and even less to fight three.

This was a very bad sign.

Ruby took aim at the Creature's opened beak, and fired.

The bullet went down it's through, and into its windpipe.

After a moment, the Grimm shook itself, pit out the bullet, and let lose a jet of flame toward Ruby.

She dodged just in time, but the heat still hurt.

She fired again, only for the round to bounce harmlessly off of the Grimm's scales.

This time, Ruby wasn't as lucky, the flame didn't hit her head on, but it caught the right side of her face. The pain was unbearable. Her scream was heard everywhere.

"Ruby!" Yang and Blake screamed at once.

Weiss nearly puked at the sound of the scream. She knew it was Ruby, but the pain could be heard in felt at once.

The three of the ran to aid their leader.

Ozpin nodded to Port.

Peter loaded a round into his weapon, and fired.

The Wyvern looked up, and got the round strait into it face.

This round was a high caliber, highly explosive round, loaded with ice Dust.

The shot caused the Grimm's head to explode, killing on impact.

Two still stood, and they now knew what Port had in store. This round woud not work twise white they knew that Port was there.

"Peter, retreat," Glynda said.

"Understood," Port said, jumping back. A jet of flames melted the area he stood not two seconds before.

Ozpin was about run Distraction, but then he looked, and saw a small group running toward where Ruby Rose was.

"Well fuck me," Ozpin said, letting his tongue slip.

Yang ran to her sister. "Ruby, are you okay?"

Ruby had passed out from the pain. Yang looked, and almost barked. Ruby's skin around her right eye looked like it had been boiling. Her eye was now a melted heap of tissue, revealing the hole inside. Her hgair, oddly enough, had only recevied a small singe, the side of her face was covered in burns, some third degree.

"Yang, protect Ruby," Weiss said.

"We'll distract these things," Blake added.

"Not alone you won't," came a familiar voice.

Two lone hunters in trainingg came forward, they were covered in blood and tears.

Neptune chimmed in. "We lost two friends today, were not losing anymore."

The knowledge of whose blood that was was like a stab to the gut. That meant Team SSSN was only two people.

Two others came forward. Coco and Fox stood, tired, and by the looks on their faces, they two had lost comrades. After them came Team JNPR, all four alive, but tired, and slightly injured.

"Were not loseing any more friends today," Jaune said, his face deathly serious.

"The more there are, the less the possibility of death," Pyrrha added.

"Or the bigger the body count," Yang said, annoyed.

"Good or bad," Coco added, "these things are beyond any one of us."

In silent agreement, the small group turned toward the two Wyverns.

This would either be a heroic rescue, or a last stand. they went in knowing this.

The Wyverns turned.

"Peter, another round," Ozpin said.

"On it," Port replied.

Oobleck tossed up the round. "Use it well, thats the last one I had prepared," Oobleck said.

Port nodded, and fired. at that time, small group began their assalt.

Yang sent a fury of rounds at the last Wyvern, right when Port's round blew the head off of the other one. That made the fight all the easier.

The Wyvern, once over confident, now knew that standing still would accomplish nothing. It raised its wings, and took to the air. This made Yang's shots miss entirely.

Weiss set a rune about the Wyvern, sending a small rain of ice shards on it, only making it more annoyed.

Pyrrha took a shot at the win pipe, on for the shot to ricochet back at her. She dodged in time, but got a bit scared.

"That is a think hide of scales," she yelled to her friends.

"I knew that much," Coco responded. "All rounds bouced Harmlessly off the things."

Glynda took a breath, and sent a volley of rubble at the Grimm getting close to the fight.

"I hate how we only had two Dust rounds for these things," Port said, adamantly.

"The Dust alone is difficult enough to get, let alone making it into a round for your weapon," Oobleck pointed out.

"Lets deal with these Grimm first, and worry later," Ozpin added.

Fox grabbed Ruby.

"Make sure to get her to the evacuation area," Yang told him.

Fox nodded. "I understand." He ran off, Ruby over his shoulder.

Yang turned. "Your mine!" she said.

Fox managed to get a good bit away from the fight, and then he tripped.

"Damn unfimiiar terrain," Fox cursed.

Ruby opened her eye. She looked, and saw Fox. She turned and saw the Wyvern.

Ruby grabbed Crescent Rose, transformed it into a scythe, and aimed. She put a lot of her aura into the shot.

The shot let out a loud sounds, and pierced through the air.

The Grimm howled in pain as the bullet tore a chunk out of it's face.

Ruby fired again, and tore more out of it face.

The Grimm dodged the third shot, and roared it's challenge at Ruby. It came darting at her.

Fox responded, and hit the Grimm with his signature move, sending a small bit of aura into its head.

The Grimm froze for a second, then was sent back and landed multiple feet away. Its head exploded, and the other Grimm charged.

Yang looked and saw the evacuation area in sight. She sighed in relief.

Fox was right at the ship. Ruby in his arms.

"We saw what you did Fox," Jaune said. "Thank you."

Fox nodded, and stumbled a little. "Took more aura than usual to kill it though," he commented.

Yang grabbed Ruby, and walked up to the ship. She looked, and saw Proffessor Port, a cloth over his severed arm, blood seeping through as they tried to stop the bleeding. Proffesor Oobleck was tending to Port's injuries. Professor Goodwitch was nowhere to be seen, but Ozpin was on a strecher, being carried onto the airship. Blood stained the blankety over him.

everyone piled on board, and only then did exhautian overcome Yang. She let out her tears as a couple medics carried Ruby off, and Yang was carried in by Weiss and Blake.