Disclaimer: I do not own RWBY or any of the characters associated with it.


Chapter 1: Panic


"For you were made from dust..."


Ruby was awoken that night by the sound of an explosion from the city.

"What was that?" Ruby asked panicked.

"Ruby," Yang moaned sleepily, "It was probably just some kid setting off fireworks because of the Vytal Festival. Go back to sleep."

Another explosion rang off in the distance.

"Well whatever it is," Weiss started angrily, "it is disturbing my beauty rest!"

Zwei began to bark at the sound of the third explosion and Blake peaked behind the curtains to look out at the city. Her heart sake and her breath left her.

"That wasn't fireworks," Blake said.

The other girls shot up out of bed and opened the curtains. In the distance, they could see fires burning in the city. A flash went off and a fourth explosion sung like a bell of destruction. A tall building shook and its burning silhouette fell out of sight.

"Get dress..." Ruby's voice cracked with fear. She took a deep breath and spoke again. "Get dressed! We have to go down there and help!"

Team RWBY scurried about: dressing in their hunting attire, gathering their weapons, and mentally preparing themselves for the battle ahead. Each one of them worried about the enemy they could be facing off against.

A Grimm invasion... Ruby wondered.

Some sort of riot... Weiss thought.

It could be the White Fang... And Adam... Fear made Blake's stomach flip.

Maybe an enemy we've never faced before... Yang worried.

The school intercom system sprung to life with a shrill ring that made their ears hurt

"Attention students," the voice was easily recognizable as Ozpin, "we are currently in a state of emergency."

"Alright," Yang said, more relieved than happy.

Yang knew Ozpin was a famed Huntsmen, he must have seen a fair share of battle and she knew he could lead them to victory.

"Therefore," Ozpin continued, "all students must gather whatever belongs they can and proceed to transport ships immediately."

"H-He's having us… Run away...?" Ruby spoke.

"I understand that some of you may wish to go to the city, you want to help the citizens and protect the kingdom, but I can assure you, you are not yet ready to face an enemy like this."

None of them spoke, but all of Team RWBY felt that the others were just as scared as themself.

"You must escape as quickly as you can. Do not look back. Do not attempt to be a hero. You must survive to ensure that Beacon will still have hope. Stay with your teams, follow your instincts, and run..."

The intercom shut off but none of the girls moved for a moment. In the halls they could hear students running, panicked voices, and doors swinging open. Ruby was the first to move again. She ran to her and began filling it with food, ammo for her Crescent Rose, and finally stuffed Zwei into the back.

"Get whatever you need," Ruby ordered. "Food, water, medicine, and anything else. I don't think we'll be coming back to Beacon for a long time."

The other girls adhered to her advice and began filling their own bags. Weiss grabbed medicine, water, and as many cartridges and vials of dust as she could fit. Blake packed in some dried fish and meat that she had kept to eat while reading, cloth and ribbons that used as bandages, and a handful of books. Yang filled her back with as much canned food as possible, both the team's and Zwei's, she loaded extra ammo belts, and a picture of their team for good luck. When they were all set, Ruby opened the door and they joined in with the crowd of students charging down the halls.

"Hold hands," Ruby ordered.

"Excuse me?" Weiss asked.

"We don't want to get separated in the crowd," Ruby explained. "Ozpin ordered for the teams to stick together."

"Fine," Weiss said taking her hand.

Blake and Yang joined hands and then Blake clasped on to Weiss. Weiss could feel Ruby's hand tighten against her own. She looked forward to her partner, but Ruby never turned around to look at her. She did not need to see Ruby's face to know what she was feeling though, Ruby was scared. They all were scared. Weiss gripped back reassuringly, letting Ruby know she was right there with her.

As they stepped outside the crowd began to split apart, making more room for them to move.

"Everyone please more in an orderly fashion," commanded Oobleck, whose coffee fueled speed made him seem the most panicked. "The transport ships will be moving out posthaste. Board as many as you can into a single ship; we have very little time and so many students."

Jaune and Team JNPR stepped out of the crowd to speak to him.

"Professor Oobleck," Jaune started.

"Doctor!" Oobleck correct.

"Right. Doctor Oobleck, what's going on?"

"I'm afraid that the city has come under attack ma'boy."

"I think Jaune means what is attacking?" Pyrrha spoke up.

"I'm not currently at liberty to discuss that issue with you students. I was only ordered to get you safely aboard the transport ships and have you escape."

"But..." Jaune tried to speak up.

"No buts Mr. Arc! You are the leader of you team, yes?"

"Yes."

"Then concern yourself with the safety of your team first and foremost. Do I make myself clear?"

"Yes sir."

"Doctor."

"Yes Doctor."

"Good. Then get a move on."

"Jaune! Guys! Over here!" Yang called out to them.

Team JNPR moved over to meet with Team RWBY.

"So do you guys have any clue what's going on?" Nora asked.

"No," Blake spoke up. "We were hoping you got some information out of Oobleck."

"He told us he wasn't 'at liberty' to discuss that with us," Ren pointed out.

"Right now we just need to concern ourselves with getting aboard one of those airships," Ruby stated.

"Ruby's right," Pyrrha added in. "Once we are safely away from here we can try to figure out what's going on."

The two teams agreed and moved forward to board one of the airships.

"Move it losers!" Cardin said pushing them aside.

Team CRDL followed closely behind him and boarded the airship.

"Hey!" Weiss yelled. "We were about to board!"

"Well too bad!" Cardin responded. "I'm getting the hell out of here!"

RWBY and JNPR continued up the boarding plank till a guard stopped them.

"We can't take any more passengers on here," he said. "You'll have to find another ship."

"Damn," Yang said as they stepped down. "This just gets worse and worse."

The two teams stepped away as the ship closed up and lifted into the air. They watched as it slowly moved away from the landing zone and, with a flash of light, fell in a fiery heap. They never saw it hit the ground, but the students knew it was gone when they heard the crash below the cliffs' edge. Everyone was frozen only for a moment before they screamed and ran the opposite direction.

Blake looked back once and saw what had shot down the ship, climbing over the cliff: a Spider Droid. It was the same model droid that she and Adam had fought when they attacked the Schnee company train. Its arms began to reconstruct and form a single, large cannon before charging up for its shot.

"Move!" Blake yelled.

Team RWBY and Team JNPR moved to opposite sides as the droid opened fire. The statue of the Huntsmen and Huntresses that decorated the courtyard was left as nothing but a pile of rubble, but the teams did not have time to stop and mourn the loss of one of their school's beautiful land marks. Instead they continued running, neither noticing that they were no longer with the other team and instead continued unknowingly dividing themselves further apart.

Team RWBY stopped running when they reached the fountain and instead hid in a small patch of trees.

"What was that thing?" Yang asked.

"A Spider Droid," Blake answered. "Last time I saw one it was guarding a Schnee cargo train."

"Are you suggesting my family is behind this?"

"I don't know, Weiss. Why don't you tell me if they are or not?"

"What are you implying!?"

"I'm not implying anything!?"

"Calm down!" Ruby barked.

Weiss, Blake, and Yang jumped back at Ruby's sudden outburst.

"I know we're all stress and scared," Ruby said. "That's why we can't fight like this right now."

"Ruby's right you guys," Yang said, putting her hand on Weiss and Blake's shoulders. "We can get away from here if we run to the Forest of Forever Fall. I'm certain other students and teachers will be heading there after that attack."

"Let's sneak around the back of the school and..."

Ruby took notice of an orange haired figure in the distance.

"Penny!"

She ran as fast as she could to her friend. Penny turned to look at her, her eyes glowing red, scanning up and down Ruby's body.

"Penny?"

For a moment, Penny's eyes gleamed green.

"Ruby..."

With that one word, her eyes shifted back to red and her blades unfolded.

"P-Penny..."

"Target confirmed. Now eliminating."

"Ruby!" She could hear the voices call to her as Penny's blades lunged forward.


So there was chapter one. It's been a long time since I wrote any fanfics and this is my first RWBY one so let's so how this goes. Hope you all enjoy and if you don't please let me know what so I can try to fix up the problems. Thanks