The hot summer sun beat down upon the bustling city and a dry wind swirled through the tall buildings. Cars raced by, the people of Vale going from place to place as their busy lives dictated, however two young women took their time as they leisurely strolled down the sparsely populated sidewalk. Ruby Rose smiled cheerfully, clutching a bag in her hand as she walked beside her teammate Blake who absently flipped through a book, glancing up from it every minute to make sure she didn't embarrass herself by walking into something.

"Thanks for coming with me to get Cresent Rose' new scope! Sorry about dragging you all around Vale though." Ruby's smile faded just a little as she looked expectantly at her teammate. Blake had been unusually quiet, even for her, something just told Ruby that Blake was troubled by something.

"It wasn't a problem, besides, I wanted to check out the antique book store that opened up recently. It was probably boring for you but I'm glad you came with, Yang and Weiss aren't really as into pleasure reading as we are, it's nice to share a hobby… I guess." Blake reeled herself back in, her gaze drifting away from Ruby's bright smile and sparkling silver eyes that looked up at her with delight and amusement.

"Yep! I totally get it! I've never been to an antique book shop before, it was really cool to see what they had! So don't be sorry, I had fun!" Ruby beamed, leaning forward slightly as she walked beside Blake.

"Well I'm glad you enjoyed yourself…" Blake's smile was soft and reserved as she held her book up a little higher to hide her expression from her leader. "I had fun too."

"I'm happy to hear it!" Ruby really was happy. As far as weekends went, this had been a fun one. Yang and Sun had gone off somewhere Probably getting into trouble knowing those two. All Weiss said was that she had errands to run while their friends from Team JNPR were already gone by the time Ruby and Blake had left their dorm back at Beacon. Ruby however was determined to make their little break from classes count.

"So, what's the plan now?" Blake tried to subtly change the subject and the mood between them.

"Well, I kinda made plans with Penny to meet up at a cafe nearby and then were were going to hit the arcade." This time it was Ruby who averted her gaze bashfully. For a moment, Blake was perplexed by how she said it, Penny was a close friend to Ruby so them hanging out wasn't anything special… Unless…

"Is it like… a date or something?" Blake hazarded a guess, her jaw clenching slightly as her tension rose waiting for Ruby to answer, but her leader only stared up at her with astonished wide eyes.

"Oh, heh-he… um, well, I mean, it's kinda like… um… no?" Ruby could barely speak coherently as she tripped over her own words, her cheeks growing redder and redder as she smiled awkwardly, looking anywhere but to her teammate.

"Well I hope you two have fun, whatever it is." Blake smiled amiably, closing up her book. Still, she couldn't help but feel an ephemeral pang of something, it was so fleeting she couldn't quite tell what it was… but she didn't like it.

"Look," Ruby's tone suddenly darkened, her eyes were fixed on the road ahead of them. "More armored convoys and soldiers."

Blake looked up and sure enough, about ten truck loads of soldiers armed to the teeth and a half dozen armored vehicles rolled down the street before taking a sharp left turn. Blake was getting a sinking feeling, a sense of foreboding in her heart as she looked at the soldiers, most were from Vale but some were Atlesian soldiers and mechanized units. They're all heading into the Ghetto.

"I wonder what's going on?" The young leader's curiosity mingled with her own worry. This had been the fifth convoy they had seen since they left Beacon that morning, so much military activity was strange and bound to draw worry from the rest of the population. Does Professor Ozpin know what's going on? Everything seemed normal back at Beacon.

"I heard there was a chemical spill in the ghetto but this level of military response along with so few hazmat teams… something isn't right." As her foreboding turned to fear Blake could feel her weapon growing heavier at her back, her instincts telling her that things were very, very wrong.

"Well, I don't think we should worry too much. If it was serious I'm sure Ozpin would deploy Huntsmen and Huntresses, maybe it's just a military exercise!" Ruby tried to settle her teammate's nerves, and her own, but something didn't feel right.

"You're probably right, and it's not like there's much we can do until we're given orders so we should just leave whatever it is to the militar-"

Bang!

A single, very familiar sound abruptly cut Blake off, making the young Huntresses hearts skip a beat. The sound of a gunshot ringing from the slums of Vale. Their bodies tensed and their ears listened intently to the city that had grown unsettlingly quiet. Ruby slowed her breaths, keeping her heart calm so she could hear any subtle sound, at her back her Crescent Rose was at the ready, her hand slowly reaching behind her as she listened.

Then, what started as a single gunshot immediately escalated into an all out war, the city filled with the sound of relentless gunfire coming from the ghetto… and quickly moving closer. Ruby and Blake exchanged extremely worried looks before they could hear another, much more horrifying sound; Screaming, terrified, blood chilling screaming.

"Run!" A familiar voice screamed out at the top of her lungs before Yang Xiao Long burst from a narrow alley with Sun Wukong close behind. Their faces were pale as they ran as fast as they could in a panic.

"Yang!" Ruby called out desperately as she pulled out her scythe, aiming its barrel towards her sister and friend, ready to shoot anything that was pursuing them. Beside her, Blake unsheathed her weapon, pointing her gun following Ruby's lead.

"Just run!" Yang screamed again, frantically looking behind her to the alley they had came from with Sun holding his weapons in nunchuck form.

They had only made it halfway to Ruby and Blake before they got their first glimpse of what they were running from. A grotesque creature ambling on two legs, it's skin unnaturally black and its eyes burning yellow. It's face was just blackness except for its glowing eyes and gaping jaw filled with razor sharp teeth. It was definitely a Grimm, but nothing like they'd ever seen, it was as tall as a man and had sparse bone like armor on its elbows and knees, its arms ending in hands with four hooked claws.

Bang!

Ruby fired a shot from her sniper rifle, her aim perfect as usual, blowing the Grimm's head clean off with a single shot before the spent shell was ejected from the side, falling beside her as she covered their retreat, her eyes darting around for any more of those things while her big sister and friend caught up to her and Blake.

"We've got to go, now! We can't fight those things here like this, there's too many!" Yang was… afraid, like nothing Ruby had ever heard from her big sister's voice before and it sent shivers down her spine.

"Yang, just calm down and tell us what's happening? What was that thing, where did you two come from and how many of those things are there?" Blake put her hand to Yang's shoulder, her amber eyes calm and steady, hoping to lend her clarity to her partner.

"Sun and I were bored so we decided to sneak into the ghetto, it was quarantined and there were soldiers all over the place but we found a way in. We didn't believe that bullshit about a chemical spill so we decided we'd go and check it out." Yang took long, heavy breaths, trying to collect herself as she repeatedly glanced back behind them.

"That was a big mistake!" Sun turned around, facing the alley with his weapon ready. "There were field hospitals up all over the place and there were a bunch of sick people… and bodies, so many bodies wrapped in black bags. We were stuck watching, we couldn't make it out past the soldiers so we just waited and watched… then, they started shooting the sick people. We didn't understand why until we saw one of them change." His voice was chilled like ice with horror and revulsion.

"The people, the ones that didn't die, they turned into that thing you just shot and when they did… they started killing the soldiers, the doctors… everyone. We got the hell out of there in all the confusion but Ruby… there were so many, more than I could count and they're breaking through the blockades the soldiers set up! That's all we know, now we have to get out of here now!" Yang gritted her teeth and grabbed Ruby by her wrist, her eyes burning crimson.

"It's too late…" Blake's voice quivered as she looked behind them. The sound of gunfire drew all their attention. The direction Ruby and Blake had come from three soldiers backed out of an alley, firing into it as the back pedaled as fast as they could. Then, they gushed out from the spaces between the buildings, dozens of them, clawing at groaning like they were in agony as they chased after the soldiers, their guns doing little to curb the sheer numbers of the horde!

"Damn it!" Yang growled, her Ember Celica's enveloping her hands as they took their gauntlet forms, rounds clicking into place ready to fire.

"More are coming from this side!" Sun took a fighting pose as more of the creatures ambled out from ghettos into the main city from where he and Yang had escaped.

"And this side!" Ruby turned the barrel of her scythe as more of them shuffled out from between the buildings, windows shattering in the buildings above as they invaded the homes of the citizens.

"That's impossible! The ghetto is the opposite way, they're coming from main street, towards Beacon! How the hell did they get over there?!" Sun fired a shot, killing one of them but knowing that even combined, they didn't have enough ammo to take down all of them. Blake and Ruby were the best off with more ranged bladed weapons but he and Yang would have to get in very close and risk getting swarmed.

"I don't know, but we're surrounded." Blake stated what they all dreaded but knew to be true. In the distance they could hear more gunfire, police sirens and air ships taking off. The city was in chaos… and that would only attract more Grimm.

"We need to break through and get out of here!" Ruby gritted her teeth, loosing one shot after another, making damn sure each one counted. They were moving slowly but she could tell they were being methodical as they surrounded the group of teenagers.

"Sun and I will clear a path, you two follow close and keep them off our backs!" Yang slammed her gauntlets together as her aura flared with an intense heat and light, her rage burning as hot as her Semblance, giving her the strength needed to breath through.

"Let's do this!" Sun took a deep breath and focused on his semblance, pushing it to his limit he manifested four spectral clones of himself before mentally commanding them to jump into the slowly encroaching horde!

Then Yang charged in with a belligerent scream, firing shots from her gauntlets, blasting away a few of the Grimm creatures with each blast! Ruby followed close behind, her scythe compacted into gun mode as she fired into the horde, aiming as best she could while running with her sister. Blake took up the rear, shooting into the now much faster approaching horde at their backs.

The group's attacks were barely making a dent and Ruby saw that. Sun had to keep all his focus on his spectral incarnations and was only able walk slowly forward while Blake was rapidly running out of bullets. It doesn't matter, they're too close, I'll have to cut them down!

'This isn't working, we can't break through! The ones in front of us are holding the line, keeping us focused on them while the others around us move in! How are they so smart!?' Ruby bit down harder, the recoil of her gun slamming into her shoulder with each round. This isn't going to work, this just seems like exactly what they want!

"New plan! Everyone get close!" Ruby screamed at the top of her lungs, praying she had the strength to do the only thing she could that even had the smallest chance of saving them.

Immediately everyone fell in. They had very little room to move, their attacks buying them very little time as the horde inched closer, encircling them now less than two arms lengths away. Blake kept them back with rapid slashes of her sword extended out by her ribbon while Yang punched out more and more blasts. At Ruby's back Sun swung his weapon around as fast as he could, his ammo running nearly out but the fury of his attacks working well to keep them at bay.

"Whatever you're gonna do you better do it now!" Sun grunted as he slowed his fire, conserving as much of his ammo as he could, resorting to knocking them back with blunt force as their jaws snapped at him.

Ruby took a long, deep breath… and dropped her scythe onto the ground. She closed her eyes and activated her Semblance. Air swirled around them along with a flurry of Rose petals, the sheer force of the wind from her rapid, spiraling movements blowing back the encroaching monsters. I've never lifted this many people with my Semblance, but it's the only shot we have. Sorry Crescent Rose…

Whooosh!

The entire team was scooped up in a red blur. Ruby felt the immense strain of their weight as she pulled them up, stalling for only a moment before the force of her Semblance shot them all forward like a slingshot! Ruby gritted her teeth against the shear forces that tested her aura to its limits. With all the strength she could muster Ruby bolted up the side of an adjacent building, running along the side in an arc… before her Semblance gave out.

She felt a sharp impact against her head as she tumbled along the pavement. The world blurred but she managed to see three blurs fly past her before she came to a dizzying stop. Rubbing her head Ruby forced herself to stand, they were no long surrounded but the horde had finally caught up with what happened and were all glaring hungrily at them, and now, she was without her weapon.

The rest of the group had fallen with her, all thankfully carried successfully by her Hail Mary pass. Blake was staggering up beside her and Yang was getting to her feet a short distance away, but Sun had fallen the farthest and was still down with more of those Grimm creatures closing in on him.

"W-we need to retreat." Ruby groaned, looking rapidly in front of her and behind her, both at the approaching mass of hungry Grimm and at Sun who looked as though he was knocked unconscious by the fall. We need to grab Sun and get out of here, more of those things are coming and I don't have Crescent Rose.

"Ruby, I hate to say this but I don't think that's an option… there's nowhere to run." Yang was huffing for breath as she stepped back, her shoulder bumping against Ruby and Blake as they formed a triangle, having each other's backs. In front of Yang she could see Sun finally starting to move before another dozen Grimm creatures moved between them and him, most focused on the easy prey still struggling off the ground across from them. They're gonna get him! We have to do something! I have all of about three rounds left, Ruby lost her scythe and Blake hasn't fired a shot, meaning she's probably very nearly out of ammo too. Damn it! I'll just have to punch my way through and-

"Get away from him!" A familiar voice cried out before a shower of ice spikes impaled the Grimm! Weiss stood triumphantly before them, her sword out and with a spin of her revolver at the hilt of her weapon, she was ready for another bout.

"Can you stand? Because there's a lot of these things and I could really use a the help." Weiss extended her hand out to Sun without looking down, keeping her other hand firmly around her weapon.

"Eh-heh, yep, I'm all good over here." Sun laughed weakly as he took Weiss hand and helped himself up, grabbing his weapon off the ground.

"Good, because more are coming." Weiss said darkly as she ignited a glyph in front of her. By her side sun shook himself back into clarity, his nunchucks ready.

"Weiss, thank goodness." Ruby breathed a sigh of relief. Reinforcements were arriving and undoubtedly, Huntsmen and Huntresses were being deployed to contain the situation. The tide of battle could turn in their favor at any moment… We just need to stay alive long enough to see it!

"Don't celebrate yet Sis!" Yang grunted as she shot at the Grimm, sending a handful flying back but only killing a couple. Two shots left!

"I'm almost out of ammo!" Blake growled, resorting back to slashing as rapidly as she could to keep the ever growing horde back.

"We just have to stay calm and alive until help gets here!" Ruby tied to keep morale up but Yang and Blake could only keep them back so much on their own and without her scythe she was all but useless. Come on, think! There has to be a way-

Her thoughts were cut off by a nearly deafening roar of rapid gunfire, mowing down dozens of Grimm creatures in a single sweep. Striding out from a nearby alley with a confident swagger, Coco Adel appeared, her gatling gun at her side and a cocksure grin on her face.

"And here I was trying to have a relaxing day at the mall… congratulations, you've pissed me off." With a hard glare, she looked from her right where a now sizably cut down horde was still approaching, and then to her left, where Ruby, Yang and Blake looked at her with immense relief. The cavalry had arrived, and you couldn't do much better than Coco Adel.

"Hell yeah! Now it's a party! Sis, try and get your scythe back while we take care of these- Gah!" Yang cried out in pain as one of the Grimm creatures fell on top of her from above, jumping out of a smashed window!

"Yang!" Ruby cried out in helpless horror as her sister struggled with the monstrosity! Overhead more of the creatures leaped from the windows above them, aiming their fall to land atop their prey! However, they were blown apart in a hailstorm of bullets as Coco ripped them to shreds!

"I… hate… clingy… guys!" Yang growled as her Semblance flared, her eyes burning crimson and with her immense strength she easily turned the tables, rolling it under her before beating its head into the pavement with a flurry of rage fueled punches!

"You killed it, save your strength, there's plenty more where they came from." Blake gently grabbed Yang's shoulder as the blonde huffed for breath, spitting at the ground as she stood up, the Grimm's body evaporating at her feet.

"Yang, y-you're bleeding…" Ruby's eyes grew wide as she watched scarlet drops trickle out of a wound on her arm, two long but shallow gashes sliced down her bicep.

"Oh, damn, that fucker had one nasty bite if it bit through my aura. Watch out for those things' teeth." Yang laughed it off, looking around her for her next target. Coco had joined them but they were still low on ammunition and one weapon short.

"It'll heal, right now we need to find a way out of here. Any bright ideas kid?" Coco turned to the young leader of team RWBY whose eyes were scanning the hordes. Weiss and Sun were doing pretty well on their own and Coco's attacks were devastating their numbers, they just needed a place to hold out for more reinforcements; the rest of team CFVY, maybe Team JNPR and of course, their teachers! Alright, then all we need to do is find a place to hold our ground until more help gets here!

"S-something's… not right…" Yang stammered. Her vision blurred and her mind was rapidly becoming foggy. Her limbs felt numb and her body felt weak and cold as she swayed back and forth, desperately trying to keep her balance as she fell further and further from awareness.

"Yang!" Ruby cried out as she caught her sister whose body was very nearly limp against her own.

"R..u...by…"

"Yang, what's wrong!?" Ruby held her sister by her shoulder's in front of her, shaking her in a desperate attempt to keep her conscious. Her skin felt hot like she was running an impossibly high fever.

"Get… away… n-now…"

Ruby's eyes grew wide in horror as Yang's shallow wounds began to smoke with a black haze and and spreading from the two slashes her skin was swallowed up by darkness, crawling up her arm. Ruby could feel Yang's bones snapping like twigs inside her body as her limbs contorted and reshaped, bone like armor protruding from her unnaturally inky skin, covering her hands. The darkness flowed through her veins, dyeing them black as it coursed through her blood while it rapidly consumed her, reshaping her body into a terrifying figure.

"Y-Yang…" Ruby's voice was barely a murmur as her big sister transformed into… something else, something wrong and evil… Yang was turning into a Grimm. Blake and Coco stared at the sister's in denial of what absolutely couldn't be possible. The last of her body was consumed in darkness, her eyes glowed red and her jaw disfigured, growing wide as her teeth morphed into long fangs while the bony armor grew at her chin and above her face, forming a long horn that jutted out between her eyes.

"N-no… no…" Tears pooled in Ruby's wide silver eyes as she held what used to be her sister. It's glowing red slits pierced into the girl before it, its head tilting as it hissed quietly. It's jaw swung subtly from side to side. At her back Ruby could feel its arms slowly wrapping around her, its sharp claws digging into her flesh as its mouth opened wide!

"Yang… you're still in there… aren't you?" It couldn't be true, it couldn't be. Even as she felt the sharp pain of its claws hooking into her back she knew it couldn't be true. Even as its neck craned down, she couldn't believe it was true. Ruby closed her eyes… and prayed.

"Yang don't!" Blake screamed as her mind finally caught up with the harsh reality… but it was too late.

"Aaah!" Ruby screamed out in pain as the Grimm who used to be her sister sunk its massive fangs into her shoulder, piercing her aura, her flesh and her bones before coming out the other side on both ends. The pain was unbelievable, her tiny body trembled as the Grimm squeezed its prey tighter, biting so hard Ruby could feel her bones crunching from the force. Blood poured down from the wound, her warm vital fluid flowing down her arm and dripping from her fingertips as she stared blankly forward, her breaths soft and shallow.

"Ruby!" Blake cried out as she reached for her sword, beside her Coco aimed her large gun at its head… but having seen Yang, her friend, transforming into that before her eyes, even she hesitated to pull the trigger. Still, as they hesitated, Ruby was bleeding out and going into shock, both from the physical trauma, and the trauma of seeing her sister turn into a monster before her eyes.

"I'm sorry… Yang." A gruff voice filled with pain and sorrow whispered before in a glint of steel… the Grimm that was once Yang Xiao Long was beheaded. A tall man with a cape stood in front of Ruby with his sword at his side as her head fell to the ground, her body dissolving as the bleeding girl fell to the ground, staring blankly at the evaporating corpse with tears silently rolling down her cheeks while her blood pooled around her.

"I was too late… for both of you." His crimson eyes glistened and his voice betrayed his broken heart as he raised his sword up to the small, blood soaked girl, his own niece. With a trembling breath he aimed the barrel of his gun at her head. "I love you kid…"

"You get away from her this instant!" A young girl screamed an instant before half a dozen swords shot at him from behind, guided by nearly invisible threads! However, the experienced Huntsman parried the attack and jumped out of the way before she could strike again.

"Penny!" Blake called out, getting their friend's attention as she stepped in between Qrow and her leader. "Protect Ruby!"

"I'm trying to do her a favor, she's already been bitten and you know what happened now to people who get bitten by those things." Qrow glared at them, but his eyes softened as he looked at the little red hooded girl staring brokenly down where her sister's body had evaporated.

"Sorry old timer, but we're not letting you kill her." Coco stepped forward, aiming her gun at him while keeping her eyes darting back and forth, ready to shoot at any more of those Grimm Zombies, but the horde seemed to be thinning as they spread out through the city.

"Ruby is our friend!" Penny declared as she stepped in front of the group, standing directly between Qrow and Ruby. "You will not harm her!"

"Like I said, I'm trying to help, unless you want her to end up like her sister. Trust me, you'd rather me do her in while she's still human." His expression grew frigid as he raised his sword up to them. "Last warning, hand her over or I'm going to get her. Either way, I'm not letting her turn."

"Come and get her gramps!" Coco gritted her teeth, bouncing her weapon up and down slightly to gauge just how much ammo she had left. "Blake, grab Ruby and run, we'll be right behind you."

"You two can't fight him alone and we can't risk getting separated. Ruby would want us to stick together." Blake had no doubts in her heart or mind that if Ruby was in any condition to give orders, that would be what she would want. Still, she knelt down and gently put one arm behind Ruby's back while her other arm reached under her legs. Blake could feel Ruby's hot, sticky blood against her skin as she lifted her leader up in her arms. Qrow is powerful, even Penny and Coco would have a hard time against him on their own.

"Your funeral!" Qrow growled, his sword transforming into a scythe, a signature weapon that he had passed down to his niece who he was now determined to put down in a mercy killing. His gaze locked on Ruby in Blake's arms, her eyes were closed as she slipped into unconsciousness.

"No!" Another firm and defiant shout echoed down the Grimm Zombie filled streets. An instant later Qrow's weapon was enveloped in a powerful force that ripped his weapon from his hand.

"We are not losing anyone else!" A young man shouted as all eyes turned towards to duo of Jaune and Pyrrha, her bodies covered in dust and soot and their eyes filled with pain and rage.

"Well if it isn't the invincible girl and vomit boy." Qrow laughed bitterly, putting his hands on his hips. "Not losing anyone else, that's what you said right? I take it since your team is down to just the two of you, you've seen what happens to someone who gets bitten right?"

"Shut up!" Jaune roared like a lion as he bared his teeth and raised his sword, by his side Pyrrha stood ready with her spear and shield.

"Ruby's been bitten! I'm trying to put her out of her misery before she turns! You've seen what happens, I can tell, so maybe stop getting in my way!" His eyes shifted from Pyrrha to the team that held his unconscious niece as was slowly backing away.

"R-Ruby's been bitten…" Jaune's blue eyes softened with disbelief and horror as his head slowly turned towards the unconscious girl. They could see the blood trickling from her large wound, dripping onto the ground as it flowed through that arms that held her closely and protectively.

"Now you're starting to get it. So, if you want to help her, you can help me get her back." He knew he was running out of time and the five of them together would be a handful even for him, not to mention the Ice Queen's little sister and the monkey faunus who were quickly plowing through the lesser Grimm Zombies.

"You can't!" Blake shouted at the top of her lungs, holding the small girl tight against her chest, her amber eyes glistening with tears as she stepped back while in front of her Penny and Coco stepped forward, their weapons ready to take them all on if they had to.

"Please, Ruby is your friend too. Have faith in her, she will pull through!" Penny's bright green eyes were hard with conviction and certainty as she moved her swords out in front of her, spiraling them, preparing to fire her most powerful attack to buy them enough time to escape.

"We don't want to fight you, we just want to take Ruby and get out of here." Coco looked between the three parties as she slowly backed up, hoping to hell she wouldn't have to fight Pyrrha.

"Penny's right… it's not our place to take her life, and it's not yours!" Jaune took a defensive stance, his shield out and his sword back.

"Get going! We'll hold him off!" Pyrrha nodded to them, taking aim with her rifle at Qrow.

"Thank you!" The relief and gratitude in Blake's voice was overwhelming as she stepped back into the shadows of a nearby alley, her ears twitching and rotating towards every sound, making sure there was nothing behind them. Penny turned on her heel and ran after Blake and Ruby, keeping her swords at her sides while Coco backed up behind them, keeping her sights on Qrow before she too vanished into the darkness.

"That was a big mistake!" Crow growled as he walked towards Jaune and Pyrrha, his fists clenched at his side. His weapon was just a hindrance against Pyrrha but he wasn't too bad with his fists and he still had his Semblance.

"Sun! We have to help them! They don't know what Qrow is capable of!" Weiss swung her sword, sending a gust of wind to knock back a few more of the endless stream of the Grimm Zombies.

"Yeah well, we're kinda busy here incase you haven't noticed!" Sun was long since out of ammo and was beating them back with his staff but fatigue was quickly setting in. Then, his eyes caught a very distinctive looking Grimm Zombie lumbering out from between them and Qrow.

It was shorter than the others and had large spines along its back. Its eyes were big and glowing like any Grimm, but it long tail with a large, blunt bone like structures protruding from it forming a large and deadly looking hammer. It walked forward with an unnatural strut for something that used to be human, walking on its toes with an extra joint as it stalked up to them. It's head tilted back and forth as it looked and Weiss and Sun.

Its maw opened wide and it let out a deafening roar that overwhelmed all other sounds, the pressure of its voice creating a gust of air the nearly toppled the Weiss while Sun had to brace himself against it thanks to his larger size. The large hammer at its tail swung side to side as it crouched down as spread out its barb covered arms.

It's different from the others, way more powerful... damn it, I'm almost out of Dust and Sun is out of ammunition! We can't fight that thing while keeping the weaker ones at bay and help Jaune and Pyrrha with Qrow! Weiss gritted her teeth as it cautiously approached them, groaning and growling hungrily with each step it took.

"Um, I think it's time for a tactical retreat!" Sun was running on fumes and his aura was completely depleted, he couldn't take so much as a single hit in his state. Still, he could hear more of those things behind them and to the sides, escape wasn't much of an option.

"I agree but there's nowhere to go. We have to stand our ground until more help arrives!" She spun her revolver, loading her fire Dust.

"Or you could come down here." A girl's voice deadpanned from… below them?

Fwooosh!

Weiss unleashed a powerful fireball before throwing down a glyph that send the unique Grimm Zombie flying backwards, thought much to her dismay it seemed barely phased by her attack as it got up. With a few moments bought by her attacks Weiss looked down beside her, a hole had opened in the street where there wasn't one before, and a girl bright red hair about her age dressed in… well, very little, stood holding the hatch open looking expectantly at them.

"Who are you?" Weiss asked hurriedly before looking back up to the Grimm, throwing out another fireball to keep it back.

"I'm Thistle, I can tell you my whole life story once we're safe! Get in or I'm leaving you here!" The mysterious girl barked impatiently. Weiss looked to Sun who was already walking over to the underground entrance.

"Okay!" Weiss agreed reluctantly before giving another spin of her revolver, bringing up the last of her ice dust. With a slash of her sword she threw up a thick wall of ice around her and the hole Sun was already walking into. There's nothing I can do for them, Pyrrha's strong, they'll be okay.

"I'm coming!" Weiss sheathed her rapier at her side and walked down the steps inside the hole before Thistle shut it behind them, plunging them into darkness.

Meanwhile, Qrow stared down his opponents, Jaune and Pyrrha were a surprisingly good team and vomit boy had gotten some moves, but he managed to get some good licks in on both of them. Still, Ice Princess and the faunus are gone and now all eyes our on us. Unless I want to end up getting bitten myself, it's probably time I left. Ruby and her pals are long gone anyway.

"Fine, have it your way, but just know that Ruby's suffering is on your hands now." Qrow spat bitterly as he back up towards his weapon, picking it up off the ground.

In a blur of black and a flurry of feathers, Qrow was gone along with his weapon, in his stead, a black bird flew into the safety of the sky. Now, with Ruby's team gone, Weiss and Sun gone and Qrow gone… Pyrrha and Jaune were left alone in the middle of a massive horde of the Grimm Zombies.

"Pyrrha… it's Nora." Jaune's voice was deep with hurt and anger as he pointed his sword at the Grimm Zombie with a hammer like tail.

"I know… and it appears that we're completely encircled, there's no way out." Her tone was disturbingly calm as she looked to the approaching Grimm Zombie that was once her cherished teammate. "I think this is our last stand Jaune."

"Well, there's worse people to be with when you're about die and the world is falling apart." Jaune smiled with a bittersweet smirk, putting his back to hers. The horde closed in, now almost in arm's reach with the Hammer Grimm about crouching down for the pounce, ready to tear into their flesh and turn them into monsters like her.

"I was thinking the same thing." Pyrrha smiled softly, closing her eyes as she focused solely on the warmth coming from Jaune at her back. I suppose this is the end…

"Don't move!" A soft voice yelled out from above… immediately before a deluge of bullets rained down like a storm of lead from above, cutting down the horde with the efficiency of a powerful gatling gun. At first they thought it couldn't be true, the voice and gunfire were coming from the opposite direction that Coco had left with Ruby. Then, a moment later, they realized who the voice belonged to.

"Velvet!" Jaune cheered as her translucent blue magic copy of her leader's powerful weapon hung at the bunny faunus' side.

With an amiable smile velvet's weapon transformed in a solid light replica of Ruby's scythe as she fronts flipped from the top of the building, landing lithely on her feet with Crescent Rose held just as its true wielder would. With a dazzlingly rapid series of slashes Velvet cut down another dozen Grimm Zombies.

"Jaune watch out!" Pyrrha cried, jumping in front of Jaune with her shield out, bashing the Grimm that was once her teammate in the face before kicking as hard as she could in the abdomen, staggering it backwards.

"Aaah!" Jaune screamed as he smashed his shield into its face while it was still reeling from Pyrrha's counter. Behind them Velvet was making short work of the lesser Grimm Zombies. We're the ones that will… that will… put Nora out of her misery.

A bitter, unbearable rage burned in Jaune's heart, he let it consume all his other feelings; His fond memories with their happy and hyper, eccentric teammate, someone he had relied on since first arriving at Beacon. A dear and beloved friend… he buried all of it underneath as self directed anger as he slashed his sword at the beast, cutting it across the chest as tears blurred his blue eyes.

The Grimm let out another deafening roar as it lashed out with its claws at Jaune but again Pyrrha covered him, knocking away her talons with her spear, cutting off one of her hands before Pyrrha used her polarity Semblance to bring her weapon back into her hands!

"Nora… forgive me." Clenching his jaw Jaune closed his eyes tight and stabbed his sword through it's neck with all his might! With an agonized scream the Grimm Zombie spun around and slammed its hammer like tail at Jaune, hitting his shield with enough force to send him flying into a building, cracking the brick surface with his body before gravity took him until he met the pavement… hard. That single blow was enough to wipe out almost all of his aura and hurt more than a lot. Still, gasping for his lost breath, he forced himself to shakily stand.

"I'm sorry we couldn't save you." Pyrrha closed her eyes, holding back her tears as she gripped Jaune's sword with her Semblance while it was still lodged in its neck. Then, she ran, leaping over its deadly swinging tail as she pulled the sword along with her in a circle around the Grimm… until its head fell from its body.

Pyrrha could bear to look as she hugged herself with one arm, her eyes shut as the tears she had held back flowed down her cheeks. After a moment, she could feel an arm wrap around her from behind, holding her close. Jaune watched as the last of Nora's Grimm body evaporated into a black smoke until there was nothing left of her. Nora was gone.

"We need to go." Velvet looked down at where Jaune was staring, only now realizing that it must have been someone they knew, a teammate. Her stomach felt sick as she thought about what they had to do and in the back of her mind, the possibility of it being her in their place, and one of her teammates that she had to do that to… it made her nauseous and heartbroken.

"H-have you seen Coco… she was supposed to be going to the mall around here and I can't get a hold of her on my Scroll." The pure worry and fear in Velvet's voice tore Pyrrha and Jaune from their grief stricken stupor.

"Y-yes, we've seen her. She left with Ruby, Blake and Penny not long ago, she's safe." Pyrrha rubbed her eyes clear and took a long steadying breath, but her eyes were still fixed on where Nora had fallen.

"Oh what a relief! If she's with those three she'll be fine. We really should get going, I can hear a lot more coming this way. There's apparently a safe zone where the military and Huntsmen are holding the line against these things, it's near Beacon, we should head there now." Velvet frowned, her gaze following Pyrrha's to where they had killed the Grimm Zombie.

"I'm sorry for your loss… were they a teammate?" Velvet wasn't sure if it was right to ask, but she just felt like she had to say something.

"It was Nora… we were swarmed by those things and while we were fighting them, one bit her and- and… Ren, he couldn't leave her." Jaune's words were choked as he swallowed back his tears. "We need to leave, we should get to the safe zone before it gets dark."

"R-right… we should keep moving forward… it's what she would have wanted." Pyrrha gripped the hilt of her spear tight in her hand as anger and grief singed her heart.

"Come on, Beacon isn't too far, if we stick to side roads we can probably avoid a lot of those things." With a heavy sigh and a heavier heart, Jaune began walking forward with Pyrrha and Velvet behind him. I hope what we did for Ruby was the right thing. Please, I don't want to lose anyone else so please pull through.


"Okay, I appreciate you saving us but would you mind telling us who you are now?!" Weiss, Sun and their mysterious new friend Thistle had been walking in a narrow, dark, damp and musty underground tunnel for the better part of an hour. The concrete walls around them were barely tall enough to accommodate Sun but it muffled the sounds from above ground to the point of near silence as they walked down the long passage.

"Well, my name is Thistle Tsvetok, I'm from the ghettos. I made my living as an underground fighter and I know some pretty shady people, but those connections got me into all the secrets in this town, including these pre-Great War tunnels. Satisfied now?" Her tone was an even mix of defensive and annoyed as she lead the way for them. At her wrists were her weapons, large, wide bracelets painted purple and green.

"An underground fighter? Well that explains a lot." Weiss huffed indignantly, folding her arms over her chest.

"Hey, I don't want to hear it from you princess. Maybe don't be so quick to judge people, looking at you I'd never guess you could fight, but I'd be wrong. That's why I decided to help you." Thistle's tone softened with understanding as she looked up at the concrete ceiling lined with dusty light bulbs protected by metal grates. "Things are only going to get worse up there, it wouldn't hurt pairing up with some strong people who know how to handle themselves, plus it's nice to hang around people my own age."

"Whoa whoa, did you say you're from the ghetto!?" Sun gasped, finally catching up with the conversation in front of him. "Me and… a friend, we snuck in there past the quarantine zone earlier today, by the time we got out of there the place was hell with those things everywhere. How did you get out of that alive!?"

"Like I said, I'm a fighter, but I knew things were going downhill fast days ago." Thistle's tone held a dark edge to it that neither Weiss nor Sun could fully understand, but given what he had seen there after only a couple hours, Sun could guess she had been through a lot.

"Would you mind telling us everything you know? If you're comfortable talking about it of course." Weiss' voice was gentle with sincere compassion. She had seen her friend, her teammate, turn right in front of her, close enough to see all of it but too far away to help. This was not a time to be fighting amongst each other.

"Hmm, I guess if we're going to be a team, I can trust you." Thistle smiled a little at the notion of a team, knowing full well going it alone was probably suicide now. "It all started about a week ago when what seemed like a simple flu spread through the slums. People came down with a cough, high fever and terrible nightmares and hallucinations. After a few days… the bodies started piling up and the Kingdom knew something really bad was happening. The next morning after the first dozen deaths and rumors of monsters roaming the slums, soldiers and hazmat people came in and started locking down block after block, quietly imposing curfews and within forty-eight hours, we were put under martial law, and no one on the outside knew much of anything, the official story was a chemical spill apparently."

"That must have been terrifying." Weiss frowned at the small girl in front of her, imagining what she must have gone through made her heart at once ache and fill with anger towards those who covered such a thing up.

"I won't lie, I was scared… I was always scared I'd be the next to get sick, the next body laying in those big black bags. Then, I wasn't. I didn't get sick, even after my own family…" For the first time since they had met, Thistle let herself be vulnerable for just a moment, her voice quivering and her fists balling at her sides as she recalled her family and what happened to them.

"I'm so sorry… you don't have to tell us any more." Part of Weiss wanted to reach out, extend a gentle touch as her leader would have done… but she didn't.

"No, it's fine, it's probably best for all of us if I tell you everything I can." Thistle shook her head, clearing it of her tormenting emotions before she continued. "So, I didn't get sick, and neither did a few of my friends who were all mercenaries, criminals, ex-Huntsman or fighters like me; basically, anyone who's aura was unlocked. Same seems like it's true for the people outside the ghetto too, our aura protects us from the airborne disease, but once you're bitten… it's over."

"That can't be true!" Sun growled. "There has to be a chance right!? I mean, she- she's going to turn like that for sure right?!"

"Sun…" Weiss gave a painful and bitter sigh as she looked down at the floor, her eyes dull with grief and heartbreak.

"She? You have a friend who was bitten?" Thistle stopped and turned to her new teammates and as soon as she saw the looks of desperation and hopelessness in their eyes, she knew that had lost a great deal too. "I'm so sorry, everyone who I've seen bitten turns, without fail."

"I have faith Ruby." Weiss' words were little more than whispers but they could all hear the conviction in them loud and clear. As her cool blue eyes rose up, there was no trace of doubt in them. "She will pull through."

"I hope you're right, it sounds like she's very important to you." Thistle reached her arm out, placing her hand tenderly on Weiss' shoulder. "Faith is important in times like this, and by that look in your eyes, this Ruby girl is someone worth having faith in."

"Thank you Thistle…" Weiss smiled thankfully, tears pooling in her eyes. She's going to be okay, she has to be.

"So, where are we going?" Sun smiled, putting his hand on her other shoulder.

"It's not much further, but we're going back to the ghetto, there's some things there that we're going to need and right now it's probably the safest place in the city since all those Grimm Zombies moved outward from there." Thistle's face became most neutral and serious as she turned around and began walking down the passageway with Sun and Weiss following wearily behind.


Night had fallen and with the setting of the sun Blake could see the city of Vale burning and with her cat ears she could still hear gunfire and screaming. The four of them had managed to retreat and get clear of the city, running to the woods on the city side of the mountains that protected Vale from the Grimm, though from all around the city, the Grimm marched in, coming by land and air they came to deal a devastating blow to an already dying city. The only silver lining was that with all the negativity and fear in Vale, the Grimm ignored them completely as long as they gave them a wide berth.

"I still can't believe this is happening…" Blake whispered to herself as she watched her home burn under siege from all sides. The CCT had failed hours ago, communication outside the kingdom was impossible and communication within the kingdom was all but pointless now. The Huntsmen and Huntresses were fighting back with everything they had, the police and military were forced back to a defensive line that was failing more and more by the moment. She knew that soon the refugees in the safe zone would be picked off the by Grimm and the Grimm Zombies. Those that couldn't fight were going to die.

"Blake." A soft, worried voice chimed, stealing Blake from her dismal thoughts. As she turned from the branch she sat in midway up a tree, she looked down to see Penny staring up at her.

"How is she?" Blake's tone was cold as she hopped down from the branch, landing on her feet in front of Penny, bracing herself for the worst possible news.

"She still hasn't woken up. Coco is tending to her but her fever, it just keeps rising and her wound is still bleeding a little, her aura isn't healing it. I- I think you should come back… just in case." Penny trailed off, her gaze falling to the ground as she held her hands together in front of her, her fingers clasped to comfort herself as the worst possible reality became more and more likely.

"I've already lost Yang… I can't lose Ruby too, I- I just can't." Her fists trembled at her sides and her cat ear deflated atop her head as she bared her teeth against the very idea of a world without Ruby… facing this world, without her.

"Blake, we must have faith in her! Ruby is strong and she will pull through! She's fighting it right now, with everything she has! We need to be by her side now, it's all we can give to her but it is an important thing!" Penny's arms shot up, her hands gripping Blake as she shook her gently, and in the moonlight, Blake could see tears glistening in her emerald eyes.

"I just don't want to see her… if she changes. Watching Yang… I'm going to have nightmares of that for the rest of my life. Every time I close my eyes I see her changing, I hear her bones cracking and I hear her begging for Ruby to get away from her with her last breaths as a human. I can't see that happen to Ruby, not to her… not to her." Penny could feel Blake trembling as drops rolled down her cheeks, her breathing rapid and shallow and her heart pounding in her chest.

"You care very deeply for Ruby…" Penny said softly as she took her hands from Blake's arms, letting them fall back to her side. "I do too… I don't want to lose her, but I'm not ready to give up on her either. Are you?"

"N-no… I'm not! I- I lov- I mean… I care so much about her, and I do have faith in her, she's unique, all of us know that… I'm just terrified of being proven wrong." With a quivering exhale she dried her eyes before looking back up to Penny who smiled warmly at her.

"I love her too and I believe with my whole heart that she will make it through this!" Penny gave a firm nod as she took Blake by the hand and without waiting for another word she began pulling her teammate, guiding her back to their small camp. Blake stared at her with a baffled expression, but as they walked, she couldn't help but smile too. Penny is a good person, I'm glad Ruby has someone like her.

As they approached, Blake could hear their small fire crackling, a faint orange glow shined through the trees. However, Blake's smile immediately dissolved as she heard the painful moaning and tepid breathing of their leader. Blake could feel Penny's hand holding her's tighter as they walked into the camp, and she couldn't help but reciprocate.

"She's not doing well, I don't know exactly how high her fever is but it doesn't feel good at all." Coco's disheartened tone told them almost as much as the dull, worried look in her eyes as she absently cleaned her gatling gun to keep her mind occupied.

"Ruby, we're here for you…" Blake spoke softly as she let go of Penny's hand, kneeling down beside Ruby who was laying on the ground swaddled in a sleeping bag with a cool, damp cloth over her forehead. Tenderly she took Ruby's hand in her own and immediately knew that her condition was dire; she was burning up.

"B..Blake…" Ruby groaned deliriously. She was shivering and whimpering from the intense pain, but she was too weak to cry or scream.

"That's right, and Penny and Coco, we're all here for you so- so you stay strong for us okay, you fight this and you show it what Ruby Rose is capable of. Don't doubt yourself, I know you're capable of so much. You can't leave us now, you can't, we need you… I need you. Please, please pull through." Tears silently rolled down her cheeks, dropping onto Ruby's hot, trembling hand. Blake's teeth bit down as she tried to hold back the sobs in her throat, but even so she was helpless to stem the flow that poured from her eyes.

"Penny… what's her fever at?" Blake's voice was strained and broken as she whispered to her teammate who knelt down beside her.

"Do you really want to know?" She sighed, looking at Ruby as she reached out to her, tenderly brushing her bangs from her sweat soaked face.

"I do." Blake answered, barely able to hold herself together as she clasped her hands around Ruby's.

"One hundred-and-twenty-three degrees fahrenheit." Penny admitted, closing her eyes as she stroked Ruby's cheeks before flipping over her hot but still damp rag that cooled her forehead.

"Did- did you just one hundred-and-twenty-three?" Blake's head slowly turned to Penny, her amber eyes wide with disbelief, her jaw hanging open as she held Ruby's hand.

"Yes… and rising steadily." Her emerald green eyes opened as she pulled her hand back to her lap. "Her pulse is also inhumanly high, and her blood pressure is reaching extremely dangerous levels."

"I- it… hurts… it… hurts." Ruby's words were barely audible as they left her parched throat. She could barely open her eyes and when she could, all she could make out were to vague silhouettes with an orange glow behind them.

"Just hang in there Ruby, we know you can beat this." Penny tried to keep smiling, but artificial tears rolled down her cheeks, her lip quivered as she placed on hand atop Blake's as they held Ruby's hand together.

"P...enny… it hurts… it hurts… so… much. I- it hurt...s"

"Ruby… we're here, everything will be okay, just fight it… please Ruby, don't leave me." Her hand trembled over Blake's as she bit down hard against the helplessness in her heart watching someone she cared so deeply for suffer like this.

"Penny, I think… I think she's asking us to let her die." Blake's voice cracked as a sob escaped her lips, her mind giving into despair and letting her heart bare off of her pain.

"No! No! We can not let that happen! She's our friend and she's going-" Penny was silenced by a hand firmly but compassionately grabbing her shoulder.

"I know you love her, but she's suffering and I think she knows she's not coming out of this. We shouldn't let her go on like this or let her turn into one of those things." Coco sat in the grass at Ruby's side by Penny, looking at the young leader of that unique team. They hadn't spent much time together but she knew Ruby Rose had a good heart, Velvet liked her well enough and she always had an energy that made her shine like pure silver. As she watched her teammate suffering, she couldn't help but wish she spent more time with her before this.

"But she won't! She's will be okay! She- she has to be okay!" Her heart filled with fear, denial and desperation as she looked to Ruby whose groans of pain were growing louder and more pronounces, the agony winning over the haze of her fever.

"Penny, that's enough." Blake's soft voice was cold and saturated with heartbreak as she squeezed Ruby's hands tighter.

"No! We have to have faith in here remember! Ruby is strong and she will be okay!" Penny cried, shaking Blake as she frantically tried to get through to her.

"It hurts… please… kill me… it- it feels like I'm burning from the inside… kill me… please… I don't… w-want this… I can't- I can't… Gah!" The pain overwhelmed her as her eyes shot open, only, they were glowing with a silver light that flickered like fire.

Ruby's breaths became rapid and gurgled as she found the strength to roll herself over, getting on her hands and knees before vomiting out pint of blood and coughing up even more. As trembled, tears of blood dripped from her eyes and with each breath she hacked up more and more of her vital fluid, groaning in agony with every single movement. Her blood pressure spiked and she could swear she could feel her individual blood vessels bursting in her skin causing her to sweat scarlet drops all over her body.

"Ruby!" Blake shouted as she jumped up, reaching for her Gambol Shroud at her back with tears nearly blinding her eyes.

"No!" Penny rushed between Blake and Ruby, her swords fanned out around her, ready to block any attempt made at Ruby's life.

"Penny, move out of my way! Look at her! She's suffering, I won't let her go on like this!" She pulled out her weapon in its gun mode, her trembling hand aiming it at Ruby's head.

"She will make it! I know she will!" Penny stood resolute, glaring defiantly at Blake, beside her, Coco stood, looking nervously to her weapon at the other side of their camp fire.

"You're a robot! What would you know about suffering!" Blake growled, her ears pinning back aggressively as she bared her teeth at Penny. At that, she could see her teammate falter, Penny's eyes looking away from Blake's.

"What's her temperature now?!" Blake demanded, cocking back her gun, aiming it instead at the girl standing between her and her agonized leader. "Answer me!"

"One-hundred and fifty-seven…" Penny admitted, looking down bitterly, her resolver to hold her ground waning as she listened to Ruby whimpering in pain as she vomited up more and more blood.

"T-that's impossible…" Coco looked to Ruby in astonishment.

"I'm ending this, I'm not going to let her go on in pain like this." Blake stepped forward and Penny's swords responded, swirling around her ready to strike.

Then… Blake was gone. For a moment, only her shadow remained where she stood and Penny could sense the faunus; behind her.

"Ruby… I love you… I- I'm so sorry." Blake shut her eyes tight as her trembling finger pressed down on the trigger.

"Fifteen-point-three-eight seconds." Penny said numbly, keeping her back turned to Blake who's finger eased off the trigger.

"Wha-"

"That's the longest reported time between someone receiving a bite and transforming into a Grimm Zombie. I hacked the encrypted radio communications and have been listening in. Everyone who is bitten transforms rapidly, you've seen it yourself." Penny withdrew her swords into her back as she turned to face Blake who still had her gun pointed at Ruby's head.

"It's been over six hours Blake, and she's still with us, she still hasn't become one of them. She's fighting it. I do not want to see her suffer if there's no hope but there is! She will be okay, I don't know how but she is doing what no one else could; she's beating it." Penny fell to her knees by Ruby's side. She was still loosing blood rapidly from everywhere, her wound where Yang had bitten her after she turned was oozing crimson, her fever was enough to kill anyone and her blood pressure should have already killed her. Even so… she was still alive.

"I'm not giving up on her Blake. I know you love her and you want what's best for her, but she's strong, have faith that she will win this. Please, put the gun down and hold her. She needs us right now far more than she needs that bullet." Penny wrapped her arms around Ruby, holding her close as she coughed up less and less blood and her wound merely dripped. The air was acrid with the stench of blood around their camp. Even so, Penny put all of that aside, and held Ruby close to her. "Please, put the gun down."

"I- I…" Blake's mind was blank, the immensity of her emotions burned away any rational thought she could try to process. In her heart, with her thoughts overwhelmed by her unbridled feelings, Blake wanted only one thing. Her lip quivered and her gun fell from her trembling hand as her legs went weak and gave out beneath her. She collapsed on the opposite side of Ruby, tears flowing harder than ever and now, she didn't have the strength to hold back her sobs.

The two girls held Ruby, crying into her as she bled, having no other means to help her. Blake knew she didn't want to do it, she wanted to have to faith in Ruby that Penny had, she wanted to believe it would all be okay… but as the minutes passed and her bleeding ebbed, Ruby grew quiet. Her breaths became soft and slow as she fell to her side and although her eyes glowed with a soft silver light, they became dull and soon… Ruby's breathing stopped all together.

"Ruby… Ruby…" Penny whispered as she gently shook the girl laying limp in front of her, her breathing stopped along with her bleeding and all her vital signs that Penny could measure… flatlined. No… no! No she can't be gone… she can't. She-she was supposed to make it… Ruby, please, please don't leave.

"I can't hear her heartbeat…" Blake murmured, her voice sounding completely broken as she carefully and tenderly rolled the small, blood covered girl onto her back. "She's gone."

"Ruby, don't go… please. I- I love you, I don't want you to go." Penny held Ruby's rapidly cooling hand against her cheek, crying silently as she felt Ruby's lifeless fingers against her synthetic skin.

"I can't sense her aura…" Coco sighed softly as she removed her beret from atop her head out of respect. "She was a good person and a great leader, she deserves a proper burial."

"Not yet… not yet." Penny whispered between strained sobs as she held Ruby's hand tighter, crying as she lovingly and painfully kissed the back of her hand.

"Just give us a minute to say goodbye… please." Blake's tone was cold as she stared down at Ruby's very peaceful face. It still looked very much like she was sleeping and could wake up at any moment… but she won't

"I understand. Take your time." Coco nodded solemnly as she took a few steps back, giving them their space to grieve and find some semblance of closure.

"Ruby, having you as my leader, being part of your team, it changed my life. I'll never forget everything you've done for me or the light that you brought into my life by just being your wonderful, shining self. I… I love you, and I'm sorry I didn't tell you that before." Blake could barely speak as she lightly stroked Ruby's cheek with her thumb, cleaning off the blood around her mouth as best she could until she looked as much like herself as she could; beautiful, shining and pure.

"Ruby, you were my first friend and you accepted me when I thought no one could. You were sweet and fun and accepting and you always shined so brightly. I wish I got to spend more time with you, a lot more time, as much time as I could get away with without being annoying, because I love you and I don't- I don't… Ruby… I don't want to lose you." Penny collapsed, holding Ruby's hand tight as she layed down beside her, crying ceaselessly as she thought about everything that they would never have now… The world is losing something beautiful and unique.

Two two girls lay beside Ruby's lifeless body, their hearts irreparably broken as as the mourned the most painful loss they had ever felt. Each held one of Ruby's hands in their own, each pouring all the love and grief they had in their hearts with each sob and with each tear shed. Coco closed her eyes, keeping her own tears back and hiding them behind her sunglasses. Blake and Penny both felt as though a piece of their souls had been torn out, someone they cared about so deeply was gone… it hurt like nothing else.

"Blake… Penny…"

The two girl's shot up, looking at each other with wide eyes before their gaze simultaneously fell down towards what couldn't possibly be the source of the all too familiar voice. The silver, flame like light in her eyes was gone but as they stared for a moment longer… she blinked!

"W-what happened?" Ruby asked absently, her voice soft and weak as she slowly sat herself up.

"Ruby!" Penny and Blake both shouted at once before throwing their arms around her. They didn't know by what miracle she had come back to them, and they didn't care, they just held her as tight as they could and didn't let go.

"No way…" Coco lowered her glasses, looking at the seemingly revived and perfectly fine girl… only she wasn't perfectly fine. "I still can't sense her aura."

"Huh?" Penny looked at Coco for a moment before pulling away from Ruby just enough to bring her into view so her aura scanners could do their work. After waiting a moment her expression grew dark and disbelieving as her jaw hung ajar. "She- she really doesn't have an aura."

"I still can't hear her heartbeat…" Blake put her ear to the very confused Ruby's chest, listening closely for even the faintest sound… Nothing…

"Girls, what's going on? Where are we and where's Weiss and Yang?" Ruby tilted her head, seemingly wholly unconcerned about her apparent undead status. Blake and Penny pulled back, looking solemnly at each other before turning their worried gaze to their mutual love.

"Why are you looking at me like that? Where's the rest of the team and…" Ruby trailed off, her pupils dilating as she turned her head towards the burning city out of sight and earshot of humans. For a long moment she stared silently in that direction, focusing intently into the darkness. "And what's happening that way?"

"Ruby… what exactly do you remember?" Penny frowned, placing her hand comfortingly on her leader's shoulder.

"Um… Blake and I were doing something, and you and I were supposed to meet up afterwards… and that's it. After that it's all a blur. Um, could you guys tell me what's happening over there?" Turned back to the city, her pupils widening again as she licked her lips. "Something feels… dark and, afraid."

"What do you mean?" Blake's heart began to race as worry filled her heart and before she even said a word, Ruby turned to her with that same uneasy look; calm and mostly like herself but something was off, like she was looking at Blake almost… hungrily.

"I- I don't know…" Ruby grimaced, putting her hand over her face as she shut her eyes tight, but that feeling, that negativity from that direction and from Penny and Blake was pulling at her, almost screaming at her, filling her blood with heat and longing.

"Something is very, very wrong with me." She looked pleadingly from Blake to Penny, but their worry only grew, fanning the flames of the desire burning through her entire being. "Please! Tell me what happened!"

"A lot has happened that you need to know about and we'll tell you but first, you need to calm down." Blake let go a soft but tense breath as she held Ruby's now cold hand. At her other side Ruby felt Penny taking her opposing hand in her own, smiling lovingly. Ruby could feel their emotions; Compassion, relief, thankfulness and above all… love. Their feelings towards her snuffed out the gnawing hunger, cooling the burning desire to do… something, she wasn't even sure what, but she didn't like it.

"Okay… I'm listening."