Everyone stepped out of Raven's portal to come facing a large warehouse. Through the windows, they could make out multiple White Fang members going about their business. The group, which consisted of all of RWBY, Nora, Ren, Rocco, Neo and Raven, quickly hiding behind a large stack of crates as a patrol started to round the corned from the other side of the warehouse.

"This is where they took you?" Blake asked her team leader.

"This would be the only place they'd take people they capture." Neo explained.

"That explains the diversion." Weiss muttered, feeling a healing scratch on her cheek from earlier.

"Now we just need to find where they're keeping our friends..." Yang noted before a yell shut everyone up.

"Intruders! Get 'em!" a voice yelled as gunshots rang out. Ready to brace themselves for a barrage of bullets, the group was surprised when it never came. Instead, Raven peaked out over one of the crates to find three Atlesian Knights riddled with bullets beyond repair that tried to jump in over one of the outer walls.

"What's Ironwood doing trying to send in forces like this? Doesn't he know they have hostages?" Yang asked in a harsh whisper.

"He was never much for negotiating." Raven sighed as she led the group to an entrance whose guards left their post to deal with Ironwood's intruders, unaware of the fact the camera in one of the AK unit's heads still functioned.


"What are they doing there?" Glynda asked angrily. "We sent them back to Beacon ourselves. We'd know if they left!"

"More importantly, what are they doing with her?" Ironwood asked.

"What? Who is it?" Taiyang asked, unable to see around the other three. Ozpin and Ironwood exchanged a quick glance, knowing very well who was depicted with the students and Neo.

"Not important. It looks like they're going after the hostages." Ironwood answered.

"But none of them are even supposed to be off campus!" Glynda complained. "If they get spotted, Cinder is going to kill every one of the hostages inside."

"Just hope for the best. It's all we can do right now." Ozpin said, getting a sigh in response.

"Ozpin's right. Despite their blatant disregard for the lockdown, they're already on track to free the hostages." Ironwood noted.

"...Fine." Glynda finally surrendered before turning on her heel and leaving the console. "Come, Taiyang. We need to return to Beacon."

"Of course." he complied, but still held on to his curiosity. Who could have been that person the AK unit saw that the three were talking about?


The inside of the warehouse was near barren and creepy. Stacks of supplies were missing and Ruby could swear there were less guards than when she had been there last. "This doesn't make sense." she thought aloud. "Where are all the guards that were in here?"

"Don't ask me." Neo said, defensively. "I've never been to this hideout before. Any captures Roman or I made got transferred here."

"Maybe they went on break?" Rocco guessed.

"With all their supplies?" Yang asked. "I don't see much of anything in this room." Yang said, looking around a mostly desolate floor. Even storage containers left in the room that were once loaded with stolen Dust were empty.

"Irrelevant. Right now, saving your friends is our number one priority." Raven reminded as the group began searching the ground floor of the warehouse, RWBY looking around and inside containers for their friends, while Raven, Neo and Rocco looked in an abandoned office near a pair of large iron doors. Nora, her curiosity getting the better of her, decided to try peeking through a lock hole in one of the iron doors. A quiet gasp from his companion brought his attention to the doors.

"Find something, Nora?" he asked before getting shushed by the ginger hammer-wielder silently motioning him to come over quietly. She lightly shoved his face towards the keyhole, indicating him to peak through. On the other side of the doors was another large room, not too different from the massive storage space they stood in currently, with an equally large industrial roof hatch. Underneath it all sat dozens upon dozens of Bullheads being loaded with military grade Dust ammunition and weaponry by the White Fang that had been missing from the main storage area. In the center of it all, Ren could make out Emerald and Timber barking orders and coordinating the loading procedures.

"What the..." Ren said aloud as RWBY and Raven crowded behind them.

"What is it?" Raven asked, as Blake looked through the keyhole, a look of horror spreading across her face as she saw what was on the other side.

"The White Fang are loading everything they've got into their ships..." Blake explained.

"Are they trying to escape?" Weiss asked.

"No...it looks like an attack force." the former White Fang member answered.

"Attack what? The Atlesian military has their guard up too high for them to take them on." Yang noted.

"You let us worry about that."

The group turned to see Mercury walking in behind them, a pair of heavily armed White Fang members flanking him. The group of Huntsmen and Huntresses turned their weapons on them, ready to fight, only for a dozen more to drop down from the rafterpoiss above them and surround the group completely.

"Drop em." he ordered, surprised that the group chose not to disarm themselves.

"We don't know exactly what you're planning, Mercury, but we're not letting you get away with it." Yang threatened, loading Ember Cilica with a fresh pair of ammo belts.

"Nah, I think you're long past the point of no return." Mercury coyly smiled. "We've had a grip on you all since we first infiltrated Beacon. You lost a long time ago."

"Consider this tipping the scales then." Rocco growled as he and Nora shot explosive rounds to scatter the group around them. Each Huntress and Huntsman took their own, while Neo dashed forward to deal with Mercury. Raven, Ruby and Yang dealt with his captains that flanked the silver-haired butcher in, while they tried to fight back with a pair of bulky machine guns. The rest took care of the ambush squad, dealing with them rather easily before running for the ladders that lead to the rafters they dropped from.

"Go find our friends! We'll finish up here!" Ruby called out as she dodged another round of shrapnel from the machine gun of one of the captains fired in her direction. Yang stepped in to ease off the pummeling her sister nearly took, only for the captain's gun to quickly transform to a single handed war hammer, and turn his attention to bludgeoning the blonde brawler. Raven was holding her own against the other, whose gun had changed to its mallet form a long time ago. With a missed swipe, she found her opening and slashed the mallet in half at the base of its head, and ending the captain with a high jump kick to his face.

Across from the three, Neo's fight with Mercury had lead to a reminiscent fight a certain lilac-eyed berserker and she had in a separate encounter. She ducked or sidestepped every kick, punch, and shot from his gun greaves that was sent her way, edging in her own hits with her parasol hilt, or pushing him back by opening it. Some would say opening it indoors was bad luck. To her, it had gotten her out of the way of many sort of attacks for as long as she was an assassin. Case in point, she was more than holding her own against the boy that Cinder had posed to take her place following her defection.

"Come here you little-" Mercury growled, growing impatient before a jab to his neck knocked the wind out of his words. Reeling back, he quickly regained his stance and kicked off a volley of shots at Neo. Much to his chagrin, all of them were blocked by her parasol with quite ease. If her voicebox was at her throat right now, she could giggle at his scowl. She looked back to find Ruby and Yang had finished the second captain and were moving to join their friends in freeing the captive students.

"Now just to distract him while-" she thought before a sudden searing sensation at the back of her neck clouded her mind and burned her entire body. She fell to her knees, letting out a wheezing silent scream. She had long since blacked out from the pain as Cinder let her go and drop to the floor.

"I'm surprised, Mercury. I expected you to do away with her easily." Cinder cooed, as if she wasn't upset in the slightest her right hand man had put on such an incompetent performance.

"You've obviously never fought her, with all due respect." Mercury retorted, gesturing to the incapacitated traitor on the floor.

"Enough." Cinder ordered, holding up her hand to shut him up. "I'll take care of them. You join Emerald and Timber and leave as soon as possible."

"Got it." He complied, as he walked towards the iron doors that lead to the makeshift hangar. Brushing by her by accident as he passed, he nearly jumped as she shattered into pieces of nothingness at his touch. "Damn. She got a handle on that one quickly." he thought. It hadn't been the first time he'd seen her do that before anyway.


Back in the office, the camera equipment was still set up in front of the seven chairs holding the bound and gagged Beacon and Haven students, as well as Adam. His injuries were healing slowly thanks to his Aura, however unless somebody could remove the shards still embedded in his chest, he couldn't heal completely. He tried to get a hand free to try and remove them himself, but however he was bound by his hands, there didn't seem to be a way he could get free.

"Hey, quiet down over there." a voice called. Adam noted that there was still a guard in the room. Cinder must have left a few minutes ago and left the cameraman in charge of the prisoners. Another sound of the door bursting open was brought to his attention, as well as the guard's. "Hey! Who're yo-oof!" The sound of a quick but brief fight followed, along with a body falling to the floor. Before he could let out a muffled query of who was there, the blindfold over his eyes was removed.

"Look at me. Look at me." a very familiar voice asked as his maroon eyes looked upwards to see Blake checking him over. "Oh thank Monty in heaven, you're okay."

"Blake? You're alive?" Adam groaned, as she started removing the shards of glass in his chest.

"Barely." she smiled, gesturing to the scar across her neck. "I know you didn't mean to."

He went back to the thought of that day at the southern hideout, how it went from him dealing with a blonde girl blinded by fury he wasn't sure why it was being directed at him to how he thought he had killed the girl he had sworn to the memory of his teacher to keep safe. "I can't begin to even explain how sorry I..."

"Wait, it was you?" Sun asked, getting up and removing his binds and gag as Ren cut him free. Rocco and Weiss got busy freeing everyone else.

"Sun, this isn't the time-" Mei said getting up, but her words fell on deaf ears as the monkey Faunus marched up to Adam.

"You're the one that nearly killed her?" he asked again, eyes narrowed.

Blake looked between the two of them, worried that a fight was ready to break out between the two of them. There was no secret that Sun cared for her, but even she had to admit this kind of concern was excessive. She had already forgave him for what was admittedly never even supposed to happen in the first place, not even minutes ago even. The two kept serious faces on as they exchanged the cold stare between themselves, causing a tension so thick, Crescent Rose couldn't cut through it if Ruby even tried.

"Blake, who is this degenerate?" Adam asked.

"Thank you!" Weiss randomly exclaimed, throwing her hands in the air.

Ignoring it, Sun took a step forward. "Me? A degenerate? That's pretty amusing coming from a sadistic excuse for a Faunus such as you. Do you even realize how much you sullied the name of Faunus Rights with what the White Fang has done?" he growled.

"Sun, please..." Blake pleaded for them to stop, only for her pleas to be ignored.

"I did what I had to do to make the world for us right." Adam flatly retorted.

"You made it worse! They see us as terroristic freaks now! Do you have any idea how many background checks I had to go through just to get into Mistral, let alone Haven Academy?" the monkey Faunus yelled.

"And that's my fault?" Adam narrowed his eyes.

"You're actions are what caused it!" Sun said taking a step forward, only for what he was about to say or do next to be cut off by Blake's fist getting driven into his jaw. As he clattered to the floor, he looked up to see Blake staring down at him, a disappointed scowl on her face.

"Are you done?" she asked, retracting her fist.

"Blake, what the hell? You're gonna defend him for what he did?" Sun exclaimed.

"It's hard to believe, but I agree with Sun." Weiss spoke up again. "He nearly killed you. And let's not forget all he did before he was cut loose."

"Is that what you thought about me too?" Blake asked angrily. "When you found out I used to be one of them too? How is this any different?"

Weiss bit her lip, stopping her own retort. Sure she didn't think that, but this was different. She had gotten to know Blake before that news was revealed. This Adam was somebody she never knew for herself except through that day at the southern White Fang hideout. "Blake..." was all she could utter before her teammate spoke again.

" Yes, he nearly killed me. Yes, he did many questionable things as a member of the White Fang. I can't help it if you don't like him, but blaming him for everything the White Fang did makes you no better than any of them!" Blake debated, surprising most people by her stubborn defense of someone that attacked her.

"Look, Sun is it?" Adam asked as Blake finished. "You may be right about some of the things I've done, but since this partnership, Cinder's been manipulating everyone under her influence as if she was our leader from the start. I can't tell how she does it or what she's planning to do next, but I can tell you right now I've had enough of it." He walked over to a sealed crate, and with a swift kick to its lock, it opened and revealed all the weapons confiscated from the captured students. "That's why, if you can find any way to trust me, I'd like to join your cause."

"Adam..." Blake smiled to herself before she looked around the room, listening in on mixed reactions being muttered to one another.

"I'm for it." Mei spoke up, surprising everyone as the first to say something.

"So am I." Sage agreed.

"The more allies we have, the better." Ren nodded.

"So does this mean I don't get to break the legs of the guy who slit Blake's throat?" Nora said, whining as Ren dope-slapped the back of her head.

"Fine then." Weiss surrendered with a shrug. "But I'll have my eye on you." she said, pointing an accusatory finger at Adam.

"That goes double for me." Sun huffed, grabbing his gun-chucks from the bin. Everyone who was in captivity followed suit in gathering their weapons as Ruby, Yang and Raven ran in.

"You guys! You're okay!" Ruby smiled, looking over the remaining members of Team STRM and SSSN that made up the former hostage situation.

"Yep, we're all here and perfectly fine." Scarlet nodded, grabbing his weapon from the bin from under a pile made up of Mei's gauntlets and Snow's massive broadsword. "Did they really have to put Sienna Strands on the bottom of everything?"

"Just be happy it didn't get crushed this time." Sage smirked, refitting his arm guard.

"Good, now we need to get out of here before Cinder realizes-" Yang started.

"That you freed my hostages?" her sultry voice rang from the catwalk. Everyone in the room turned to see her walking towards them, a pair of fireballs forming in her hands as she walked towards them.

"Cinder..." Yang growled as she charged the succubus, only to pass right through her. "What? A decoy?"

"Yang! Watch out!" Raven warned as her daughter looked up to find Cinder ready to land a kick on her from above, which would definitely hurt in those hard-glass heels of hers. Yang had less than a fraction of a second to jump back and dodge her kick befoe Cinder landed in the place she once stood.

"Wait, wasn't that Neo's semblance? How'd she manage to get it?" Yang wondered aloud, looking back to the warehouse floor from her position on the catwalks. Her eyes widened as she noticed the diminutive defector, laying unconscious on the floor below.

"Neo did me the kindness of gifting part of her semblance for me to copy. I take it that was an apology for double-crossing me. My, my, what Torchwick would say if I ever get to tell him again." Cinder slyly rambled.

"You bitch!" Yang yelled as she ran back at Cinder, firing off shots at the mastermind that were blocked with a shield of fire.

"Yang! Keep your guard up, or she can copy your semblance too!" Ruby called out to warn her half-sister.

"Don't need to tell me twice in half a minute!" Yang called back, as she and Cinder exchanged close combat, the fire mage narrowly missing blasts from Ember Cilica and Yang's fists while the brawler was barely dodging fireballs being thrown at her face, enough to singe her eyebrows if they were bushy enough. She cartwheeled back as Cinder launched a wave of flames her way, but as she looked up to reface her, she was no longer in front of her. All that was were a flurry of bright orange cinders floating gently to the catwalk flooring before melting through it like lava through a table. "Petals? That's Ruby's-" Her thought was distracted as a hand clamped onto her neck from behind, and a searing pain dug into it from where the palm connected with the base of her neck. She let out a strained wail as her semblance was disabled and copied into Cinder's new catalog of abilities stolen from others.

"A strength booster...Very intriguing." Cinder thought to herself, as if she could already tell what it was she could do now. "It should help out in the rare occurrences I'm in a pinch." she said, dropping an unconscious Yang to the floor like a ragdoll before hopping off and towards the main storage room where the dropships were preparing for takeoff.

"No you don't! We're not through here!" Ruby called as she, Ren, Turk, Nora, and Blake began firing off shots at her during her escape. Thanks to the super-speed semblance she copied from the brunette reaper, each shot was a miss, and she made it to the iron doors without a problem.

"Oh, and as a parting gift..." she said, looking up to the group of Huntsmen and Huntresses on the catwalk before firing two strands of pure flame at the walls on either side of her. They both began spreading across the perimeter of the walls, sealing off all exits from doors and windows in instants. With that work done, Cinder strolled through the iron doors, where Emerald was waiting for her.

"Ready to launch, Cinder." she reported.

"Good. Leave on foot and draw them out should they escape." Cinder smiled as she stepped onto the closest dropship to them.

"Escape from what?" Emerald asked, cocking her head to the side. A gesture to the door from her boss before the bullhead's doors closed answered that for her. Flames already started spreading under the iron doors, which began to melt from the intense heat. "Oh." was all the thief could say as she dashed for an exit among the helicopters as they took off. Phase 3 was underway.


Well this took longer than expected. Sorry for those of you who have been patiently waiting. I've been falling behind a bit in this semester of college and been trying to catch back up. I've been working about as hard on that as I have been on tailoring these chapters to meet all of your expectations and I still hope that's been paying off. This next one is going to be an interesting one. What is Cinder possibly planning to gain with an assault of this scale? You'll have to find out next time I suppose.

Also, before I go, big shoutout to Mikki from .com who did a sick job at drawing my OC crew, Team STRM, which you can find here: post/111941951999/team-strm-commissioned-by-snowyzo3-thanks-for

Send him some love and requests. He does some great work if you ask me!

Until next time guys!