Ruby stared in utter horror at the horrific scene before her. her innocent mind unable to even imagine the true horror of what the Grimm were capable of if given the chance. and given the chance they were.

Corpses of civilians littered the ground, Beowulf's and raptors feasting on the fresh flesh, the surviving civilians running in terror as the large king serpent smashed its tail into the side of the building, blocking one of the exits as its jaw clamped down on a screaming women.

"Ruby!" Yang's voice drew the scared girls attention as she looked to see the nervous brawler looking down at her. "We have to hurry" she said, shaking Ruby slightly as the little girl tried to come up with something.

If only Glenn was here, he would know what to do.

"Weiss, Blake, round up the Grimm, use anything you can to get their attention away from the civilians, Yang, distract that serpent, pull its attention towards the courtyard" Ruby ordered as the girls nodded.

"What about you?" Weiss asked spinning the barrel of her rapier to prepare herself. "I'm going to thin the numbers as fast as I can, as soon as everyone is back in the middle of the courtyard, we'll go from there" she said as the white haired heiress nodded, leaping away as a glyph formed under her.

"Be careful" Yang said as Ruby nodded, twirling crescent rose as she prepared herself. One of the Beowulf lunging towards her as she pulled the trigger of her sniper scythe.

If only Glenn was there to help.

"Hahahaha, come on king, show me your rage!" Thanatos roared as his flaming blade clashed with the axe head of Glenn's scythe/axe. Both knight and demon glared at each other, the shockwave from their weapons clashed cracking the ground, throwing both rocks and Grimm into the air.

Stepping back, Glenn twisted his blade upwards, the end of his weapon smashing into the side of the demon chest, sending him flying across the tunnel until he crashed into the wall. "After everything we have been through, what happened Thanatos!" Glenn roared as he lunged forward Thanatos leaping out of the crack in the wall as their weapons met again.

Dropping low, Thanatos threw his free fist forward, catching the knight in the chest as Glenn was pushed back a few feet, his white greases digging shallow trenches as he came to a stop. "Nothing's changed King!" Thanatos roared in return, vanishing in a burst of speed as Glenn's glowing eyes widened.

Twisting to the right, Glenn lowered his shoulder just avoiding having his arm cleaved form his body as the flaming blue blade sliced through the air above him. Stabbing his scythe blade into the ground, Glenn leaped over the stationary weapon as Thanatos turned to swing his blade at the airborne knight.

Only for a white armour boot to crash into the side of his skull helmet, sending him flying across the tunnel as he flipped, his clawed hand ripping apart the train tracks as he came to a stop, snarling at the blonde knight.

Glenn straightened up, his scythe pulled back as he noticed the build up of energy around the demons horns. Stepping back, Glenn prepared himself as his free hand came up, the blue jewel on the back of his palm pulsing to life.

A second later, a three meter wide beam of energy exploded from the orb between Thanatos's horn, destroying the ground. "DIVIDE!" Glenn's gauntlet bellowed as the beam was cut straight in two, both half's exploding behind him as a inferno of red flames wash over him.

"My turn" Glenn said, flicking his scythe forward as wisps of ice followed. "TUNDRA BLAZE!" he roared, a wave of ice exploding forward as Thanatos swept his blade down, cleaving the attack in two.

Only for his soulless eyes to widen as Glenn appeared in front of him, the axe head of his weapon cleaving through the air towards his chest. Bringing his free hand up, Thanatos just caught the axe head, his clawed feet skidding backwards as he and Glenn glared at each other, the cracked gauntlet leaking small trails of blood as his arm struggled to keep the weapon at bay.

"I think" Thanatos started, pushing Glenn's blade back slightly, his clawed hand keeping it locked against his bleed hand. "Its time to bring this top side" he said, his fanged teeth curling in a grin as Glenn's eyes widened.

A second later, his body was engulfed in a silver cero, his back crashed straight through the ceiling of the tunnel and out into the city above. Thanatos cackled as he followed, vanishing in a burst of static.

Yang ducked under the oncoming claw of a Beowulf, her right fist striking the beast in its a chest, a flare exploding through its flesh as it collapsed, disappearing into a thick black smog. Sighing to herself, Yang reloaded her gauntlets, turning to face the next horde of the unlimited amount of Grimm pouring out into the city.

Throwing her fist forward, Yang got their attention as a flare shot exploded in front of them the werewolf like Grimm growling as they lunged towards her. Leaping off the small staircase, Yang met the oncoming Grimm head on as her hair started to flicker with flames, her eyes bleeding red as her strength doubled.

Across from her, Weiss back flipped, avoiding the stinger of a deathstalker as the glowing weapon impaled the concrete ground. The fairy like girl flicked her free hand, a glyph forming under the Grimm, gravity intensifying as it struggled to pull it stinger out of the ground.

Stepping back, Weiss formed another glyph under herself, aura coursing through her legs as she lunged forward, becoming a blur of white and blue as her rapier sliced through the scorpions exposed eye.

As it screamed in pain, Weiss twisted the sword, red dust running along the blade before a fire erupted from inside the beast, burning it from inside out as Weiss ripped her rapier free. Taking a quick breath, Weiss turned to see the raptor like Grimm advancing on her as she swept her rapier through the air.

A second later numerous icy stars erupted from her sword, colliding with the two legged Grimm as they cried out in pain. Smiling to herself, Weiss dashed towards the middle of the courtyard, the Grimm following her in a frenzy of rage.

In the courtyard, Blake leaped over another shadow clone, the clone vanishing as a ursa claw cleaved it in two. Landing on the beast shoulder, Blake vicious stabbed her Katana into its neck, ripping it throat out as she jumped off the falling corpse.

Rolling in her landing, Blake just avoided another bear Grimm's claw as she twisted to her feet, her cleaver sweeping through the air as it cleaved the offending limb form the Grimm's body. Crying out in pain, Blake moved in, her Katana slicing through the air before it ripped into the beats throat, slipping it blood across the ground as the beats fell over dead,

Shaking her head, Blake looked up to see Weiss leading a group of raptors towards her, her eyes narrowing as the heiress set one of her glyphs behind her, the glowing red symbol exploding as soon as one of the raptors stepped on it.

"You holding up?" Weiss asked, stepping past Blake as her rapier impaled the throat of an oncoming Beowulf. "As well as I can" Blake replied, twisting to doge an oncoming claw before her blades ripped the limb form the Grimm's body.

"In coming!" Yang's voice rang out as the two girls looked up, Weiss narrowing her eyes as the blonde brawler came crashing into a ursa, her gauntlets releasing a shotgun shell into its back as the beats roared in agony.

"Anyone seen Ruby?" the blonde asked jumping off the large beats corpse as she joined the other two in the middle of the courtyard. "We don't have time to look" Weiss snapped, gesturing to the surrounding Grimm as they started to close in on them.

"Don't worry, I'm here!" Ruby higher toned voice rang out as a group of Beowulf's were ripped in two, the red clad girl skidding to a stop in front of them as the newly made corpses fell apart behind her.

"They're going to overwhelm us soon" Blake said, rolling under another claw swipe as her blade came up to cleaving a Beowulf in three. "We know!" Weiss snapped, her glyphs forming in front of the charging group, large ice spikes erupting form them, impaling the group as she turned to attract the next Grimm coming towards her.

"Shouldn't Ozpin have sent out help by now!" Yang voiced, her fist caving the skull of a raptor in as she twisted, kicking the corpse into a charging ursa. "It would take time to mobilise all of the students, we just need to hold out" Weiss replied, her rapier impaling a ursa's head before she kicked the corpses off her blade.

Behind her Ruby was shooting the oncoming Grimm, thinning their numbers as best she could...but she only hand a limited amount of ammo. "We could really use Glenn right now" Blake mumbled before she heard a familiar eruption of a cero blasting into the air.

All four female members of team RWBY looked up, their eyes widening as they spotted a white knight form the docks twisting in mid air, his scythe/axe cleaving downwards as a wave of ice erupted form the unique weapon.

Their eyes could only widen in horror as they spotted the familiar white demon ripping through the oncoming attack, a flaming dark blue blade cleaving through the air towards their blonde armoured teammate.

Twisting around the oncoming blade, Glenn just avoided the large arc of blue flames erupting form the sword, cutting through a stray nevermore as Thanatos turned his horned head towards the white knight.

Only to be met with a vicious axe kick, sending him flying back towards the ground as Glenn's wings unfolded to keep him in the air. "Haha, this is what I'm talking about!" Thanatos cackled, leaping out of the crater he had created as a cero formed between his horns.

Glenn narrowed his eyes, watching the attack fire as he swept his free hand through the air, a silent divide pulsing form his gauntlet as the attack vanished. "My turn" he growled, flicking his wrist as the excess energy form the cero pooled around his open palm.

"DIVINE REFLECTION!" his gauntlet boomed as a slightly smaller version of Thanatos's cero was fired back at the horned demon. Thanatos didn't have time to even curse as he was blasted into the ground, disappearing under a cloud of smoke as Glenn glared at the rising cloud.

"Glenn!" a voice yelled as the knight turned his head to see his team surrounded by the creatures of Grimm. "I'm coming!" he yelled in return, diving down towards them as his scythe glowed icily. But before he could cut through the first Grimm, the knight was tackled out of the way, both white figures crashing into a building on the opposite side of the courtyard.

"Glenn!" Yang yelled, trying to see what had happened through the sea of black monsters blocking her path. "We need help!" Weiss yelled, stumbling back as a ursa's claw almost cleaved her in two. "What do you suggest, we can't keep fighting like this!" Blake yelled in return.

Weiss's answer was overshadowed by the thunderous engines of multiple bullheads flying into the courtyard, Peter port leaping out of the transport with team CVFY following him, his blunderbuss axe ripping into the skull of a Beowulf.

"We need to hurry, get your team into position, no show boating this one kids!" Peter ordered as Coco titled her glasses back, sighing in annoyance at the seriousness of the situation. She rarely got to show off on missions in front of anyone.

Behind the older team was Jaune and Pyrrha, Ren and Nora already in the thick of the fight as the might of the Valkyrie girl crushed the large bear like Grimm in front of her. "Where's Glenn!" Pyrrha asked, her javelin impaling the chest of a Beowulf beside her as Weiss leaped over its dying corpse to stab another.

"We don't know!" she yelled, ducking under a claw swipe as she stabbed her blade into the ground, an ice spike erupting in front of her and killing the offending Grimm. "He was tackled that way by that monster!" she added, pointing to the opposite side of the courtyard.

"I'll retrieve our young demon students!" Peter yelled, leaping over a ursa with grace no one thought he had. Landing on top of the staircase, Peter could hear the sounds of blades clashing against each other as he looked inside the large hole into the building.

Dark flames clashed against ice blue as Glenn's scythe was redirected downwards, the knight leaning back to avoid the claw that Thanatos threw towards him. Growling to himself, Glenn pulling his scythe back, performing a full turn as he twirled the weapon, the axe blade sweeping through the air towards Thanatos.

Only to be dodged as Thanatos vanished, appearing to Glenn's left as the knight adjusted the weapon, the end of the staff stopping the oncoming sword as both held their place, pushing against each other as the ground started to crack underneath them.

"This isn't good" Peter mumbled watching in slight awe as an aura of dark blue flames started to flow from the two monsters fighting before him, the pressure of these two starting to affect him as he felt a weight pushing him downwards.

With the battle against the Grimm, more monstrous size Grimm started to rip their way through the whole in the city, flooding the courtyard as the gathered teams worked as fast as they could to keep the numbers down.

Even the help of Cinder and her group didn't stem the oncoming flood of Grimm as they tore into the city, looking for civilians to feast on. The girls of team RWBY were about to collapse, the newly arrived teams not fairing any better as the endless horde continued to bare down on them.

Even the assistance of the atlas knights didn't help, the robotic soldiers doing nothing in the face of the monstrous size Grimm ripping through their ranks. "This isn't going anywhere" Coco growled, her machine gun cutting through the Grimm ranks as fast as it could, only for a single Grimm to be replaced by two larger ones leaping out of the beach in the ground.

A small explosion drew everyone's attention, team RWBY's eyes widening as they spotted the familiar horned demon standing on one of the ruin statues decorating the courtyard, his soulless eyes staring out towards the flood of Grimm.

Cinder glared at the demon, this was not a part of her plan, this was going to push her back by months.

"Hahahahaha, this is a true master piece!" Thanatos cackled, watching in glee as his Grimm, his enhanced Grimm tore through the hunters in training, their inexperience unable to handle the enhanced strength he had given the creatures.

As a Grimm bore down on Weiss, the exhausted girl struggling to get away as her team moved to help her, Thanatos waited for the girls blood to fall, the idea of his kings rage making him giddy when he found one of his queens dead.

But before the beats could kill her, a wave of ice swept through the ranks of monstrous Grimm, tearing the Beowulf apart as Weiss and everyone other hunter in training started in awe at what had saved her.

Glowing eyes glared at the demon, a tattered cap blowing in the wind as the glowing jewels decorating the knights armour pulsed with pure power. "I'm not done with you" Glenn snarled, driving his scythe into the ground as Thanatos raised an eyebrow at his kings actions.

"I, who is about to awaken" the knight voiced echoed through the courtyard, the Grimm growing silent as their master watched in utter glee at his kings actions. This is what he had been waiting for!

" Am the Heavenly Dragon who has taken the principles of supremacy from God " the knight continued, a pale blue aura surrounding him as the wind started tp pick up, the ground cracking underneath his feet as Thanatos's grin widened.

" I envy the "infinite" and I pursue the "dream" " his voice was joined by another, the students and teachers eyes widening as a large figure landed behind the knight, leaning over him as glowing blue orbs stared towards the horned demon.

" I shall become the White Dragon of Supremacy " both knight and dragon chanted as one, their energy flowing together as the white armoured beast spread its wings out, Thanatos cackling to himself as he waited for his king to finish.

"And I shall take you to the limits of white paradise " The dragons eyes glowing a pure blue, the energy flowing from its wings, encasing the blonde as both suddenly vanished in a large pale blue light.

"OMEGA DIVE!" the dual voiced roared out as Thanatos cackled madly. It would seem his king had finally took his rightful place at the top of the food chain once more. Gripping hi9s flaming Katana, Thanatos waited for the fight to start.

Glowing yellow eyes peered out of the blue light, reptilian slights narrowing as they glared at Thanatos.