What a week. Didn't get to proofread this one in time, as I was in a training class most of the week and lost a lot of time. Still managed to finish the chapter, but I was still typing up until about an hour ago.

Had two very different reviews this week. The short one from authorofthefall was followed up by a much longer PM, in which he gave me some valuable insight into my question two chapters ago about what brought him to my story and what kept him coming back. Really appreciated the information (and, admittedly, the compliment). Would still love to hear from others on their reasoning if anyone feels up to it.

Also had one from Blackgold Night that was a little more critical. Hard to read criticism sometimes, but it's important to hear from critics as well as "fans" to get a good balance. I really do appreciate them both and have let them know that. I look forward to the continued feedback from you guys as we press on.


A pillar of blackened smoke lazily rose into the sky ahead as the city's emergency siren continued to wail. Terrified civilians rushed away from the unknown calamity, but some stood with scrolls held high, capturing video of the scene. Nothing but smoke and panic to see, but some people will record anything, I guess. Worse were the few that she saw actually heading towards the Town Center, curiosity winning out over common sense. Lilly couldn't be sure what awaited them, but she figured they'd better get there first.

"Drive!" she screamed in the ear of their stunned driver. The man jerked back as he snapped out of his shock, activating the vehicle's sirens as the accelerator met the floor. The sudden movement threw Lilly back into her seat, but her eyes remained focused on the smoke ahead.

"What on Remnant is going on?" Smit yelled, straining to be heard over the sirens of both the van and the city.

"Nothing good," Lilly answered. "I'd wager the White Fang just made their move. Whatever it is, we need to get there now!" Lilly was flung into the back of the driver's seat as the vehicle screeched to a halt. She was about to ask why they were stopping when the sight ahead answered for her.

A flood of bodies surged towards them, people desperately fleeing some unseen horror. There was no way for them to push through without risk of running someone over. The sound of hundreds of screams and wails rooted Lilly to her seat, helplessly watching as the human tidal wave finally reached them. The van rocked slightly as the horde crashed into them, banging against the sides as they fled. The team watched in horror as a young man, carrying a small girl and looking back over his shoulder, collided with the front of their vehicle, child launched onto the hood as he slid off to the side, disappearing into the stampede as the girl turned around, frantically searching for the man's return without success.

After the longest seconds of Lilly's life, the surge of bodies finally began to subside, taking it's haunting chorus with it. The rush of people dwindled down, the slow and injured unable to match the pace but doing their best to keep up. As the street cleared, however, Lilly was greeted with a far worse sight.

Well over a dozen bodies littered the pavement, some trampled beyond recognition as the pavement was slowly stained red. Some were able to drag their battered forms toward the sidewalks, but more showed no sign of moving. The girl on their hood, bleeding slightly from where her head had impacted their windshield, shrieked as she clambered down to the man that had tried to save her…or what was left of him.

Lilly's mouth was bone dry, having unwittingly left it hanging open through the entire ordeal. She slowly turned to look at her team, finding them in similar states of shock. Honey looked to have shrunk several inches as she huddled in her seat, shielding her eyes from the horror outside. A slow stream of tears slipped through and dripped to the seat below. Smit looked like he wanted to say something, but couldn't muster a sound as his mouth mindlessly tried to form the words. Randi just stared ahead at the devastation unblinking.

They all jumped as a hand slapped against Lilly's window, leaving a red handprint behind as a woman in a business suit cried for their help between sobs. Her other hand was pressed against her side, trying to staunch the blood from some wound. With someone to focus on, Lilly recovered her senses enough to order her team out of the van. The driver followed suit, still hazy-eyed as he blindly followed her orders.

"Officer, I need you to help these people." Lilly just managed to catch the injured woman as she stumbled to the side. Carefully, Lilly walked her over to a nearby diner, sitting her down in one of the few upright seats outside. "My team and I need to push forward."

"Honey gasped and looked around at the injured civilians crying out for help. "W-Wha…" Her partner's mind struggled to catch up. "B-but what about them? We can't just leave all these people here! They need our help!"

"There's no time!" Lilly yelled back, stunning the girl into silence once more. "None of us have any medical training." Beacon had optional classes for things like first aid, but not for first-years. "They were fleeing something. The best we can do is track down that something and put an end to it. If we stop here, it'll just mean more like them elsewhere. Move out!"

Lilly made sure to focus their driver on the injured woman, then jogged in the direction the mob of people had come from. She doubted it was coincidental that was the direction of the smoke. She wished she could console her partner – get her head back in the game, so to speak – but there really wasn't time for that. Every moment they wasted here would be another body. It would probably seem callous to those they left behind, but Lilly had a responsibility to those ahead.

"Mommy?"

"Help me!"

"Has anyone seen my daughter?"

"P-please…don't leave us…"

No matter how hard she tried, Lilly couldn't block out the pleading voices as they passed by. She felt a hand grasp at her ankle, but she kicked free and continued down the street. In her mind, she knew she was doing the right thing, but her heart ached with every step. There's no time, she reminded herself again and again. With singular purpose, she led her team past the battered and broken bodies.

They were nearing the epicenter now. Once they rounded the next corner, it would be a straight shot to the plaza and whatever awaited them. Lilly could hear the sounds of gunfire explosions, and worst of all, roars from up ahead. A man charged around the corner, pulling a smaller woman by the hand. His eyes fixed on them and he raised his free hand to signal them, mouth opening to cry out.

The startled cry of the woman interrupted him. He jerked his head back in terror, then did his best to throw her further down the street. She bounced once, then skidded across the smooth pavement as he watched in a mixture of fear and relief. That was the last Lilly saw of him as an Ursa rumbled around the corner, a single paw splattering him against the nearby storefront.

"Grimm?! In the city?" Hearing Randi shocked by something was rare, but Lilly couldn't bring herself to savor it as a pair of Beowolves charged past the massive Ursa, eyes quickly locking onto the woman several feet away. She cried out some name, likely of the man that had just saved her, but made no move to flee as her doom approached. The first Beowolf lunged through the air…

Angriff sailed past her, the end of the spear piercing out the back of the monster's throat. The beast fell forward lifelessly, its body was kept propped up as the end of the spear caught on the pavement, keeping it from crushing its victim and killing her, even in death. The second turned and roared its displeasure, only for a volley of fire and dust rounds to explode against its chest, throwing the Grimm through a glass door with a loud crash. Honey's whip caught the Ursa around its gargantuan throat, glowing bright red and sizzling until the decapitated monstrosity slumped to the side.

"Run! Get out of here!" Lilly shouted at the still cowering woman, pulling her to her feet and shoving her away. She didn't seem to fully understand what was happening, but she followed the momentum and fled.

Randi used her shield to free her weapon from the fading corpse of the Beowolf while Smit checked on the one he and Lilly had downed, ensuring it was dead. They each looked to her for guidance.

"We're still two blocks from the heart of this mess." Lilly pointed to the smoke for emphasis. "Whatever's happening, expect large quantities of Grimm to be present." If they were already encountering them this far out, the Town Center must be swarming with Grimm. "I can here gunfire ahead. We're not alone. Our main priority is containing the Grimm before they can push further into the city. If we can, we'll push them back and join those fighting ahead."

Not the most inspiring speech, but it will have to do.

Her three teammates nodded in agreement and followed as she charged forward. Honey and Lilly took the right side of the street, while Randi and Smit took the left. Some of the doorways they passed were smashed in, and she could hear the Grimm inside moving about, but the horde ahead commanded their attention.

Lilly had never seen so many Grimm in one place before. Creeps. Beowolves. Boarbatusks. Ursai. She could even see huge Deathstalkers and King Taijitus further ahead, dual heads and stingers poking high above those closer to them. She had to assume the dark shapes on the horizon weren't friendly either. Some of the more adventurous Grimm could be seen darting into alleyways, spreading out in every conceivable direction and dashing Lilly's hopes of containment. Dozens of glowing, red eyes turned to face her, proving their arrival had not gone unnoticed. The mixture of grunts, growls, hisses, and howls sent shivers up Lilly's spine, but she pushed through it as the first wave charged at them.

"Don't let any past!" she screamed, doing her best to hide the terror mounting inside of her as she rushed forward to meet the oncoming charge. Better to fight in the street than in this intersection. As long as we can keep from being surrounded, we have a chance. The snarls from the nearby buildings weren't promising, but better one or two on her flank that a street-full.

Being faster than many of their larger kin, a line of Beowolves bore down on the team first, splitting into smaller clusters as each member of the team drew attention to themselves. From the corner of her eye, Lilly caught sight of Honey's whip lashing forward, freezing the hind leg of a charging Beowolf. Momentum suddenly halted on one side, the monster tumbled over into the path of another, letting out a pained whine as its fellow's claws tore into its back. A ball of fire exploded against another to Lilly's left, but three set of eyes were still focused on her and closing fast.

Tantum bucked in her hand, sending a well-placed round through the eye of her nearest foe. The beast's roar of displeasure quickly died away as it fell, small motes of black already drifting into the air. She didn't have time to celebrate, though, as the second closed the gap, swinging its massive paw at her head in a quest to avenge its fallen comrade. Lilly kicked her feet forward, sliding between the beast's legs as Brevis discharged a spray of shrapnel into the snarling face above her. Still on her back as she continued past the toppling form, she had no choice but to cross her weapons in front of her to block the third's downward strike. The sheer size of the creature above her had her arms straining against the blow, but it soon relented as the mindless fury of the Beowolf had it rearing back for another strike.

It never got the chance, as a familiar red line wrapped around its throat. With a quick tug, Honey's weapon tore through the furry neck, giving Lilly the chance to kick off the ground. It took only a moment for her eyes to dart to her three teammates, quickly reassuring herself before she returned her focus to the press of bodies ahead.

Even if there were only four of them facing down a never-ending attack, Team LHSR was soon carving their way towards the Town Center, a trail of dissolving bodies in their wake. The buildings on either side forced their opponents to face them head-on, which didn't exactly favor the Grimm. Beacon was a premier Huntsman Academy for a reason, after all.

The mindlessness of the Grimm proved their undoing as Lilly's team fought through the street, slowly but steadily gaining ground. An intelligent opponent would have sought to surround them or overwhelm them with a unified charge. Instead, some of the Grimm would pause to roar their hatred, leaving their more reckless brethren to fight alone. Twenty against one would have been a death sentence. One or two at a time proved far less effective.

As they continued their reclamation of the street, the horde became a more diverse mixture. Lilly braced herself as a Boarbatusk crashed into her, forcing the back of her tonfa into her own face as she broke the charge. She grunted through the pain, pushing upwards to expose the soft underbelly and letting Brevis do what it did best. A squad of Creeps – strange subterranean abominations that might as well have been large mouths on two legs – squealed in pain as fire exploded against their faces. Angriff erupted through the top of an Ursa's head as Randi blocked the large teeth of a King Taijitsu with Verteidigen. The large, snake-like head reared back, only to crash to the ground in a block of ice, earning Honey a grateful nod as Randi's spear found a new head to pierce.

As they neared the Town Center, however, their progress began to slow. Just ahead, an intersection boded poorly for their strategy. It wasn't much further to their destination, but they would have to abandon their main advantage in order to push through, exposing themselves to a three-pronged attack.

Lilly reversed her grip on Tantum, hooking the handle behind the neck of a smaller Beowolf and pulling it downward, smashing its face into the curb with a sickening crack. "There's too many!" she yelled, straining to be heard over the raucous crowd still standing in their way. No matter how many we kill, they just keep coming. "I'm not sure we can push any further!"

"Help is on the way, remember?" Randi shouted back, ramming her spear through the gaping mouth of a Creep with such force it managed to strike the one behind it as well. Randi quickly braced her foot against the first and pulled her weapon free, flinging much of the blood and gore off with a quick snap of her wrist. "Goodwitch said Port and another team were on their way to us! We just need to hold out until then!"

Lilly nodded in understanding, recalling Miss Goodwitch's instructions to them. It's gonna take a lot more than that, but I have to assume others are being deployed around the city. The bark of gunfire ahead showed their unknown counterparts were still up and kicking, but she dreaded to imagine how bad it was for them. There's so many here, but it must be ten times worse for them. We just have the leftovers to deal with. If this was nothing more than the overflow from the Town Center, the place had to be crawling with Grimm.

As loathe as Lilly was to admit, their best plan was to hold the line for now, effectively shutting down a major pathway into the city. The injured they had passed wouldn't stand a chance if any of the Grimm slipped through. That meant other routes remained open, but there was nothing Lilly could do about that. You can't save everyone. Focus on saving who you can. It was the logical decision, even if it did little for the mounting guilt in Lilly's chest.

"Hold here!" she ordered. "We have to keep them contained until help arrives!" Lilly didn't wait for an acknowledgement as more Grimm charged in. A large Ursa reared up in front of her, prepared to slam its considerable bulk down and end her in one fell swoop. Knowing better than to try to block something like that, Lilly rolled past it, seeking an opening on its exposed flank.

She never noticed the Alpha Beowolf lurking beyond, but it sure noticed her. Mid-roll, there wasn't much she could do but wait for the inevitable pain as a vicious set of claws sped for her.

"Lilly!"

A wave of heat washed over her as fire burst from the monster's snout, but her view was soon blocked by Smit's back as he charged between them. Everything seemed to slow as Lilly watched the scene unfold. She tried to call out to him – call him an idiot – but all that came out was a startled squeak as the paw connected with her teammate, launching him off his feet towards the surging mass of death. His aura flared slightly from the impact, but held. That was a relief, but aura couldn't hold forever, and the triumphant chorus of rage he was sailing towards heralded a dark promise.

Aura could hold against many things, but eventually, it would give way. You could take a few blows from even an Ursa before you had to worry too much, but dozens of Grimm? With the fighting they'd already down, both in the street and at the warehouse beforehand, none of them had escaped unscathed. Little scratches and bites could be shrugged off by themselves, but quantity had a quality of its own.

Lilly's voice finally broke through as she watched her teammate – her friend – hurtle towards his doom. "Smit!" was all she could get out, voice trembling as she clambered to her feet, reaching out with one hand in the vain attempt to somehow halt his momentum. Smit's eyes shot to her, wide with fear. It wasn't a look Lilly was familiar with. As much as she couldn't bear to watch, she couldn't tear her eyes away from his.

One particularly large beast, either unwilling to wait for Smit's arrival or too greedy to share with the others, lunged forward, intent on pulling Smit down before he reached the ground. Its charge was halted as Verteidigen crashed into its face, providing a springboard for Randi to kick off of. Arms outstretched, the flying faunus met Smit halfway, tackling him away from the horde before rolling back to her feet and dropping Smit behind her. The shock of the moment snapped Lilly out of her odd perception of time. The Alpha Beowolf who had nearly cost her a teammate didn't even have a chance to recover before Lilly unloaded a shot from both Tantum and Brevis into its face, then rushed over to help Smit up.

"You catch the plate of the truck that hit me?" Smit laughed as he clambered onto his feet.

"You idiot!" Lilly screamed, slapping his arm hard enough to make Smit stumble a step. "What were you thinking?"

Smit looked at her with confusion, then shook his head. "Sorry for saving you. I'd love to say more, but we kind of have other matters to attend to." To prove his point, Smit's fist raced past Lilly's head, catching the underside of a Creep mid-air and launching it into the face of a nearby Ursa. "Oops, guess I did it again. Sorry."

Lilly felt the urge to "accidentally" discharge Brendis in his smug face, but figured she would wait until they weren't facing their imminent demise.

A series of explosions struck a building ahead, the resulting shockwave throwing a few smaller Grimm to the side. A strange snapping sound punctuated a loud groan as the whole building swayed briefly, then collapsed to the street below, cutting off their right flank and crushing untold numbers of Grimm beneath the rubble. The ground shook at the impact, stumbling both the team and many of the Grimm ahead. A cloud of dust shot out, briefly cutting off Lilly's view of the remaining Grimm, but cleared soon after. Randi was already among the horde, taking full advantage of the momentary pause to thin the crowd a bit. Lilly let out a cheer and rushed in to join, her arrival being preceded by a trio of fireballs and the tip of a whip.

With a third of their problem suddenly removed, Team LHSR soon found themselves prevailing once more. It seemed the path to their left led away from the Town Center, as the flow soon dwindled and allowed them to focus on one direction once more. An explosion ahead created a gory gap for them to push through. Those fighting ahead seemed to not only have substantial firepower, but their errant shots quickly turned the battle in their favor.

"Keep pushing! We're almost there!" This time, Lilly's encouragement was met with a cheer from Smit and Honey, Randi being too busy to respond as she led the charge, swatting away Grimm with contemptuous ease now that they had reclaimed the advantage. Up ahead, the road curved slightly, heralding their destination. Just a little further and we can join up with the others. Another explosion, followed by a burst of gunfire, assured Lilly that they were still in the fight. Lilly angled Tantum to deflect a strike from an Ursa, just in time for Randi to strike, skewering the beast under the armpit before moving on in her whirlwind of slaughter.

Lilly added several more Grimm to the trail of destruction behind her as a burst of gunfire tore through a Beowolf's leg, bringing it low as she raced in to finish it off. With a final shot, she rounded the corner to the Town Center, eager to assess the situation and join their new allies.

Her smile vanished at what lay before her. Not sure allies is the right term.

"Thank goodness!" Honey cheered as she came up behind Lilly. "Reinforcements! Atlas sure mobilized fast."

"That's not Atlas…"

The town square was practically covered in black, the massive number of Grimm carpeting the area as more clawed their way out of a massive cavern across from the team. Massive chunks of masonry and pavement littered the area, having been expelled from the maw of the newly-formed cave. The wrecked front-end of a train jutting out of the hole explained Miss Goodwitch's concern earlier.

In the midst of the continuing Grimm invasion, at least two dozen Paladins stood, firing in different directions. Many were damaged, from dents and scratches to some missing limbs. Lilly watched as a Beowolf, clinging to the canopy of a Paladin's cockpit, finally broke through the glass enclosure and forced its way in. The machine suddenly slumped forward, never to move again, as the victorious Grimm emerged once more. Its celebration was cut short as another Paladin turned and fired on the cockpit, quickly turning the monster into a fine, red mist, avenging its fallen comrade. Lilly would have loved to think the Paladins were there to cull the horde, but the familiar logo emblazoned on the side of each was less than promising.

"White Fang," Smit spat, quickly noticing what Honey had missed. "Figures those animals would be behind this."

If the symbol wasn't evidence enough of their involvement, the fact that the Paladins largely ignored the Grimm made it clear. They would occasionally fire in self-defense, but the majority of their salvos were aimed at the nearby buildings. Several had already been reduced to nothing more than a heap of rubble. A few Paladins were slowly trying to make their way through the press of Grimm towards the streets, but several others seemed unable to move, their legs likely damaged.

They must have been on the train, Lilly realized. The giant mechs would have provided a decent level of protection from the crash, but even they weren't invincible. Evidently, there weren't enough Paladins to go around, judging by the uniformed bodies strewn around the train. Those that survived the initial impact never stood a chance against the Grimm horde that followed. Lilly wasn't sure how they had managed to summon such a concentration of Grimm so quickly, but as a nearby Paladin finally noticed them, she quickly lost interest.

"I think it's time we should be going."

The large, metallic death machine stomped towards them, crushing smaller Grimm underfoot as it levelled both of its main guns at the team. Lilly doubted the White Fang was looking to take prisoners, not with the number of Grimm swarming around. Even now, more of the monsters were rushing towards them, the brief lull having been granted by the volley of explosions the Paladins had been sending towards the nearby stores. Now, those same guns were trained on Lilly.

"Move!" Lilly shouted, shoving Honey clear before diving in another direction. It can't hit all four of us. Our best bet is to split up so we can distract it. While it focuses on one, the other three can move in to destroy. Lilly just had to hope the "distraction" could hold up against the Atlesian mech alone. She didn't know exactly how much firepower one had, but as she noticed the guns follow her, she had the distinct feeling she would soon find out.

Lilly squinted her eyes shut as the first explosion hit, but was surprised not to feel anything. A second and third sounded, but still no pain. She looked up in time to watch the Paladin stumble to the side, rocked by a small, canister that burst on impact. The telltale pink dust that blossomed out with each hit was as much a relief as the excited whoop from overhead.

Lilly shot a thumbs up to the bullhead passing by, where Nora was leaning out, firing grenades downward with a manic smile. Ren seemed to be doing his best to keep the girl from jumping out. Jaune stood nervously beside Pyrrha, who raised her sword in a salute as they passed by, receiving the same in kind from Randi.

"Cavalry's here!" Smit yelled, pumping a fist in the air.

The Paladin Nora had been bombarding refused to stay down, turning to follow the new threat as it flew by. The hulking machine seemed to squat, small hatches popping open along the shoulders. Lilly called out a warning, but couldn't do anything as four missiles were loosed at the bullhead.

Just before impact, the deadly ordinance suddenly halted, floating in mid-air as Miss Goodwitch strode past Jaune with a frown. The stern professor snapped her riding crop downwards, hurling all four missiles back where they came from. Two struck the Paladin's cockpit, leaving nothing but a tangled mess of metal behind. The other two sought out a nearby Deathstalker, one severing the monstrous tail at its base as the other struck between the eyes. Miss Goodwitch nodded to Lilly as the bullhead quickly made its way across the square, depositing Goodwitch and Team JNPR at the mouth of another major street.

"What are they doing?" Smit asked, frying a small Nevermore with a well-aimed fireball.

"Same thing we were doing…sealing off the area." Lilly pointed to the street behind her. "If we can keep the Grimm here, it's only a matter of time until we push them back. Then, we just have to find some way to plug that hole." Lilly wasn't sure how they would do that, but figured such plans were best left to people like Miss Goodwitch.

"That's great and all, but we've got some new problems." Lilly sighed as she followed Smit's finger back to the fight, knowing she wouldn't like what she was about to see.

While Goodwitch had dealt with the first Deathstalker easily enough, there were plenty more. One nearby plunged its stinger straight through a Paladin's cockpit, killing the pilot in a single strike before turning to face them. The beady eyes seemed to focus in on the team as it made a sound somewhere between a hiss and a roar, then charged forward. The sound seemed to beckon two more, who quickly lost interest in whatever they were doing and joined in the charge.

Beyond them, Lilly could now make out the flock of giant Nevermore heading for the fight, likely drawn by the mass panic of the crowd earlier. The anti-air emplacements on the walls were still active, but there were just too many. Some of the avian Grimm fell as the flock continued, but others suddenly dove down, overwhelming the nearest gun emplacements and silencing them permanently. The number that made it through was far less, but that didn't remove the threat.

The first Deathstalker, having a sizable lead on his followers, was upon the team in an instant, pincers snapping for Lilly and Smit as they dove in opposite directions. Lilly let out a frustrated growl as the thing focused on her, stinger smashing into the pavement behind her. Even if it missed, the force of the blow ruptured the ground and knocked her off her feet. Lilly rolled with the motion, trying to recover before the thing could chamber another strike.

The Deathstalker never got a chance, as it soon found its stinger encased in ice, effectively pinning it in place courtesy of Honey.

"Weiss gave me some pointers on ice techniques," Honey boasted as she snapped her whip back.

Taking advantage of the opening, Randi and Smit charged in from the flanks, dodging past the furiously snapping pincers to reach the defenseless head. Smit plunged a flaming fist straight into the largest eye on his side, drawing a sickening pop as his hand shot through. On the other side, Randi proved a little more effective, plunging her spear through the matching eye until most of it had disappeared, leaving only enough handle for Randi to grip as the thing thrashed for a second, then fell silent. Angriff slid free as Smit came around, desperately trying to shake off the grime from his fist before giving up and just letting it burn off instead.

"That wasn't so bad," Randi called as she and Smit returned.

"That was disgusting!" Smit answered, wiping his hands on the ground to free the last remnants of Deathstalker crud. "Starting to get the hang of this."

Lilly spoiled their fun. "Good, because we've got two more heading our way."

Lilly locked eyes – or at least, she locked onto two eyes – with the Deathstalker on the right, looking for an opening in the mad thing's charge. Her right leg tightened as she prepared to rush forward, only to hesitate as a shadow passed overhead. At first, she worried the Nevermore were joining in already, but the hum of engines vanquished that thought. She needn't have looked up to figure out who was joining them.

"Ho ho!" Port's boisterous laugh echoed from above. "Looks like you all got started without me. Well, can't let you four have all the fun. Tally-ho!" With that, Professor Port took a running leap out of the moving bullhead, landing on one of the few mobile Paladins with a laugh. The last thing Lilly saw was his fist sailing through the glass, tossing the pilot free, as Port quickly took his place. Despite the fact that he had never piloted one before, Port's newly claimed mech turned and charged into the fray, main guns replaced by some sort of mechanical fists as he rushed forward, slamming a mechanical fist into the side of the nearest Paladin, which toppled onto several Grimm below.

"Why can't he tell stories like that in class?"

A giant of a man plummeted from the bullhead next, smashing his absurdly large sword directly into the nearest Deathstalker with enough force to crush it into the pavement below. He quickly spun, bringing the sword around in an impressive arc to meet a rather large Ursa's charge. The strike not only cut straight through the Ursa's chest, but a shockwave struck beyond it, breaking through the pavement and launching a half-dozen Grimm backwards.

The remaining Deathstalker closed in from the side, intent on bringing the terrifying student down with an equally-large stinger, but the strike was met on the flat of his sword. Incredibly, he managed to hold his ground, despite the power behind the strike. Even the Deathstalker seemed confused for a moment, failing to notice the red blur that slipped along its side. The man's teammate, a smaller, dark-skinned boy with bright red hair and strangely hollow eyes shot by, wielding what looked like a bladed version of Lilly's own weapons. She couldn't make out too much detail, though, as he darted along the Deathstalker's side, slicing into the spindly legs with ease. The hulking monstrosity shrieked in pain and anger as it suddenly found itself immobile on one side, only to fall silent as Randi's spear pierced through its open mouth, silencing it for good. The red-haired boy raised a single hand in thanks, then sprinted to the side to engage an Ursa Major.

"Showoff," Smit joked as the team ran up to support Randi.

The last two members of the new team landed behind Lilly, causing her to jump. The first, a tall, fashionable girl with brown hair hanging down from a black beret, strutted forward with a cocky grin and a studded briefcase. She sashayed past them with obvious swagger, slapping Lilly playfully across the backside and earning a startled yelp in response. "Good work, kiddos, but why don't you let us take it from here?"

Lilly felt her disbelief could be forgiven, seeing as the girl was about to stroll into a Grimmpocalypse with nothing more than a purse. "What? We can help!"

Lilly's jaw nearly hit the pavement as the girl brought her rigid case down on a Beowolf's head, smashing the bone plating inwards in a fatal blow. She peeked back over her shoulder, lowering her dark sunglasses to make eye contact before answering, "Trust me, I've got this." As proof, the strange case clicked loudly, quickly shifting from a simple accessory to a full-blown minigun. The confident girl winked before turning back around, unleashing a torrent of gunfire at the approaching Nevermore. The deadly spray scythed several of the enormous bird in half, leaving their desecrated corpses to plummet back to Remnant, crushing buildings and Grimm along the way. By the time the gunfire stopped, the skies were clear once more.

A bright flash snapped Lilly back into the moment as she whipped around to face the remaining girl. She recognized the bunny-eared faunus as one of Cardin's favorite victims last semester. The quiet girl seemed embarrassed at being caught taking photos with her large camera, ducking her head a little as she waved apologetically.

"Sorry about Coco," the bunny-girl hummed, examining the small display on her camera as she approached. "She can be a bit much at first."

"I'll say," Lilly muttered, rubbing her rear with one hand.

"Your Team Laser, right?" Lilly nodded to confirm. "Good! I'm Velvet with Team Coffee. You first-years did a good job here. Are any of you hurt?"

"N–"

"Smit took nasty hit earlier," Lilly said, cutting off Smit's machismo in the process. "We're all a little beat up, but we're still good to fight." No way would Lilly let this girl sideline her team in the middle of a fight like this.

"Whoa, calm down," Velvet insisted, pointing upwards. "We've got this covered."

Lilly's protest never reached her lips as she spotted the bow of a massive battleship approaching. Swarms of bullheads buzzed about, several screaming by overhead as their large guns began to hurl death on the Grimm before them. Other bullheads swung low over the various streets leading away from the Town Center, dropping small squads of robotic soldiers to form a perimeter. More deployed along the outer edges of the fighting, taking the fight to the Grimm directly. She could also see some familiar faces around the plaza pushing the Grimm back. Blake's friend, Sun, and some blue-haired guy were weaving past each other, taking on a pair of Ursai. Mercury kicked off a Beowolf, somersaulting onto the head of a Creep, as Emerald rushed in to hamstring his previous target. Cinder narrowly dodged a Boarbatusk as it crashed into a downed Paladin, delivering a strong kick to its side to send it flying towards Velvet's larger teammate, who sliced across the exposed underbelly as it passed.

The battleship crested the remaining buildings, a chorus of explosions rang out as the main battery bombarded the area surrounding the breach, slaughtering countless Grimm as the continued emerging from the tunnel. The new gap in the incursion, along with the arrival of more teams from Beacon and the growing number of Atlesian Knights, allowed the remaining Grimm to be dealt with quickly. Team JNPR led the charge, escorting Miss Goodwitch to the epicenter with haste.

Once she was close enough, Miss Goodwitch came to a halt, forcefully flinging her crop outwards and holding it there as she focused. The train ahead began to shift a few inches, then lurched several feet, metal screeching as it was dislodged from a pile of stone. With a final groan, the train engine broke free, launching back into the tunnel, straight into the advancing Grimm. Only a fraction of the oncoming force made it through, but were quickly cut down by a tight formation of Atlesian Knights. Miss Goodwitch paused to catch her breath, then aligned the end of her crop with the gaping hole.

All across the square, the large chunks of stonework began to vibrate and inch forward. The smaller pieces shot by, followed soon after by the larger boulders to reclaim their rightful position between Vale and Mountain Glenn. As the pieces shifted around, settling back into some semblance of solidity, the howls of the Grimm began to fade, smothered by dozens of feet of solid stone. The strain finally proved too much for the buildings closest to the recently sealed breach as their remaining walls gave way, further burying the hole. It wasn't a perfect solution, but it would hold until the Grimm beyond dispersed and the city could properly seal it once and for all.

A cry of victory rang out from the teams in the square, almost drowning out a "But I wasn't finished yet!" that rumbled from a nearby Paladin. The few Grimm that remained were dispatched with contemptuous ease, allowing several bullheads to land. Naturally, the scattered assembly began to congregate around the parked vessels, unsure of what to do now that the crisis was dealt with.

"Headmaster," Goodwitch spoke, holding up a scroll to make her report, "the Grimm have been eliminated and the breach sealed. Please inform the Council that the matter has been handled. They may also be happy to know we have apprehended Roman Torchwick."

Lilly looked around as several students began murmuring at the revelation. Sure enough, Roman Torchwick was being marched to an Atlesian bullhead, flanked by Emerald and Mercury.

Wait, Torchwick led this attack? The notorious thief was infamous for his lack of killing as much as his incredibly long rap sheet. Sure, he had been known to rough up people from time to time, but Lilly couldn't recall a single report of him killing someone during his robberies. Mass murder seemed a little out of character for him. Guess that's what happens when you throw in with terrorists. He had to have known they would do something like this.

It would've been nice if he at least look a little sorry for what he had done, though. "Oh I can't believe that you caught me. You've really taught me the error of my ways," Torchwick smarmily monologue as he was handed over to Atlas. "Hey, hey, watch the hat!"

Emerald and Mercury soon rejoined the impromptu huddle as Miss Goodwitch listened to some detail from Ozpin. "Is everyone okay?" she suddenly asked, trying to conceal her concern. "Understood. I'll bring them immediately." Miss Goodwitch quickly ended the call and turned back to the assembled teams, focusing her attention on LHSR and JNPR.

"Ma'am, is there something wrong?"

"Team Laser and Team Juniper will accompany me back to Beacon," Goodwitch announced, turning to look at Velvet's team. "I am leaving Professor P- Professor…" Goodwitch appeared to be struggling with her next instruction. "Professor Port," she forced out, "is in charge, along with Team Coffee. Once he is certain the threat is over, he will either have you assist with cleanup or dismiss you."

All eyes turned to the only mobile Paladin, which appeared to be tiptoeing towards a nearby alley. Port must have noticed the attention, as the giant mech suddenly stiffened, waving one giant arm in a poor excuse for a friendly wave. Goodwitch grumbled something to herself, then stomped away towards a waiting bullhead. Knowing better than to try the woman's patience, Lilly quickly followed, her team and JNPR in hot pursuit. They awkwardly crammed into the bullhead, making sure to leave plenty of room for Goodwitch as she called out instructions to the pilot. Everyone stood apprehensively, desperate to know what was happening, but no one was willing to ask.

Well, almost no one.

"Miss Goodwitch?" Smit started, waiting for her to turn around. "What's going on? Why do you need us to come back so quick?"

"Headmaster Ozpin and I have some questions for your team regarding the data you uncovered on your mission," Miss Goodwitch quickly explained. "Much of it clearly pertained to this recent attack. We hoped you could give us a full report, in case there is anything else we should be aware of."

"Nah, I get that. What I mean is, why do you need all of us?" Smit jerked his head towards Jaune, who was standing beside him. "Last I checked, Juniper wasn't at the warehouse with us."

"We didn't even get to go on our mission," Jaune added. "We were supposed to leave early tomorrow."

"Is Team Ruby okay?" Lilly interjected, quickly connecting the dots. "They were in Mountain Glenn, where the train came from. But they weren't on the train."

Goodwitch sighed reluctantly, making it clear Lilly was on to something. "First of all, let me assure you that Team Ruby is alive." The fact she specified alive and not okay, or alive and well, made Lilly even more nervous. "They have recently returned to Beacon, along with Doctor Oobleck and Team Cardinal."

"Cardinal?"

"We were all going to support Ruby's team when the train hit," Jaune explained. "Miss Goodwitch had them go on ahead while we doubled back to Vale."

Miss Goodwitch nodded along before continuing. "Your information regarding the train made us realize the White Fang was planning to use the old tunnel system to infiltrate Vale, bypassing the walls entirely to strike at the heart of the civilian populace. Unfortunately, it seems the White Fang knew we were coming. Team Ruby arrived just as the train left and was unable to halt it. They attempted to pursue, but it seems the White Fang was able to open numerous breaches into the tunnel, drawing the significant amount of Grimm around the fallen city down on their team."

"All those Grimm were just in the area already?" Honey gasped. "Why were there so many?"

"The city was an attempted expansion of Vale many years ago." Miss Goodwitch paused as she seemed to be recalling some distant memory. "Unfortunately, the city was overrun by Grimm, forcing the inhabitants underground. They were able to hold out for a while, but the Grimm eventually broke through, slaughtering most of the survivors as they fled for Vale. The tunnels were sealed before the Grimm could pour into Vale, but the heavy concentration of fear and death still draws the Grimm, even so long afterwards."

The thought was a sobering one. Left unsaid was that there were likely still people in the tunnel when it was blocked off, sealing their fate as well as the tunnel. Grimm were said to be able to sense and seek out negative emotions, but it seemed they were also drawn to places that were once rife with sadness. That was why overrun villages would often still have Grimm prowling around, long after the last inhabitant had fled…or died. Cemeteries were rare, given the concentration of sadness, and were typically only seen near major cities, like the ones near the walls of Vale. Most people would either bury their loved ones in private locations to spread out the negativity or didn't bother at all.

In a world where bloodthirsty monsters were a leading cause of death, there wasn't always something to bury, anyways.

"Regardless, Team Ruby was forced to retreat. They managed to fight their way to the surface, but not without depleting most of their aura and taking several injuries. It seems Miss Xiao-Long took the worst in a foolish attempt to hold the rear single-handedly. She will recover," Goodwitch hastened to add before someone could interrupt, "but she will require medical attention. Team Cardinal was able to evacuate them, but Miss Xiao-Long fell unconscious on the bullhead ride back. She is being treated in the infirmary as we speak."


So, the Breach is still a thing, but there are some obvious ripples starting to appear. Not everything LHSR does has a net benefit (attack occurs early, RWBY misses train, etc.), but that's life. Kind of going chaos theory here a bit, as every little thing they do is setting things in motion. Even the smallest change can have huge impacts, which I think is a good thing for any AU or time travel fic to remember.

Admittedly, the first bit of this chapter came out a little darker than planned, but it just felt right. Terrorist attacks aren't exactly pleasant. I get why RT doesn't get too dark (target audience and all), but that's what you have me for - exploring the implied dark side of RWBY.

Slight change to my plan thanks to my discussion with authorofthefall, but I'll address that later. Basically, you'll get an additional two chapters courtesy of our discussion. I'll make sure to credit him specifically once we reach that point, along with another that helped me add some content around that point.

We are about to end Season 2, obviously, so I will probably have a longer note next week regarding my thoughts thus far. Unlike Season 3, we won't be diving straight into the Tournament. Instead, I plan to explore some of the gap between seasons. Expect a bit less action than the last few weeks with more personal development and such.


Next chapter, LHSR and JNPR return to Beacon to check on RWBY.