Here we are at Chapter 33. Sorry for the late update. Let's see how things continue (and if they get worse) for Megatron and his allies. I do not own RWBY or Transformers. They belong to their respective owners. Here's chapter 33. Enjoy.

Chapter 33: Megatron's Match

"DREADWING!" Weiss screams at the top of her lungs before moving to him.

"Dreadwing!" Jaune yells and runs to their side to help them, passing by Cinder who just watches on.

Weiss takes Dreadwing's hand in her own, "Dreadwing, please, you gotta be okay! Please, be okay!" she cries as tears flow down her face.

Dreadwing takes a few hardy breaths as he looks at her, "Milady, I... am sorry..." he gasps for air.

"Dreadwing..." Megatron mutters in shock.

"Oh, what a pity. He was willing to sacrifice himself for an insignificant human. Guess that's what happens when you let those pitiful concepts of 'honor' and 'emotion' take control. Just as disappointing as his twin," Starscream mocks Dreadwing.

Megatron growls and turns back to him as one of his clones joins him.

"You call him weak, but Dreadwing has more strength, honor, and courage than you ever will, Starscream," Megatron growls at him.

Up on the top layer, Oscar watches the scene unfold before he grits his teeth. He turns to Lionheart and swings his cane into his face, knocking the traitor down the stairs and into Hazel, who was standing nearby, though he remains standing. Meanwhile, Oscar goes to check on Ruby, with Nora arriving next to him a second later. Soundwave wants to go check on Ruby, but he knows that if he lets Airachnid off, she'll become even more trouble than she already is.

"Worried about your precious pet, Soundwave? Or, isn't that supposed to be Laserbeak? I forgot you used to have so many more like him before they all died during the war for Cybertron. It would be so sad if you were to lose another one," Airachnid taunts him with a sickening smile.

This actually makes Soundwave bear his teeth at her as he runs back at her to fight.

Meanwhile, Hazel picks Lionheart up by the collar of his shirt, "You're letting that boy make a fool of you," he notes.

"That's not just a boy. It's Ozpin! He's already reincarnated," Lionheart states, surprising Hazel as his eyes widen and he drops Hazel to look at Oscar, and notices the cane in his right hand.

"Ozpin..." Hazel mutters... before a subtle rage within him begins crawling out and he growls.

Ruby finally starts to come to, much to the relief of Nora and Oscar.

"Ruby, you're-," Oscar begins.

"OZPIN!" Hazel shouts, stopping him.

Megatron glances at Hazel, "Now what?" he mutters.

Starscream rolls his eyes, as if his problems were the only ones of great importance, "Oh boy... here we go again..." he mutters.

"You thought you could hide from ME?!" Hazel yells and starts tearing his jacket off in pieces, and then pulls out four lightning Dust crystals from some pouches on his legs. "You'll pay for what you did! You'll die! Over and OVER AGAIN!" Hazel promises and then plunges the Dust crystals into his arms.

Lightning courses through his body as he grows stronger from the power boost, his eyes glowing yellow. He roars, his voice becoming more monstrous now and less human.

"By the Allspark," Megatron breathes

Hazel lunges at Oscar, but he leaps away and keeps Hazel at a distance, only for Qrow to intervene with his scythe at the ready. Meanwhile, Cinder watches on.

"Ozpin is here?!" Cinder exclaims.

"Is that going to be a problem, my dear Cinder?" one of the Starscream clones asks, while Raven and Vernal join the three of them.

"I'm not sure. But, we've gained the advantage here with your group assisting us. Let's not waste it," Cinder says and turns to Lionheart. "Leo, open the vault," she orders him.

Lionheart pulls out his pocket watch and puts it on the female statue, the hands on the watch turning backwards until they hit the twelve mark. The statue lowers down like an elevator.

"You two, go help the others finish off Megatron. Lionheart, make sure they leave Ruby alive. This won't take long. Let's get moving," Cinder says.

"As you wish, Cinder," the second clone says as they bow to her and move to help the original Starscream.

Cinder, Vernal, and Raven step onto the elevator and head down into the vault of the Spring Maiden. Meanwhile, Megatron focuses back on Starscream as he has the other two clones join him now.

"You won't survive this time, Megatron," the original Starscream says as he pulls out a sword like the first clone did, while the other two activate their sniper rifles.

"You'll never learn, Starscream..." Megatron begins as he uses his semblance to create a pair of blades in his hands. "Unlike you, I now have more of a reason to fight," he says and runs at them.

The two Starscreams with the blades use their thrusters to fly towards him, while the other two fly higher up into the air to fire their blasters at him. Megatron blocks the shots with his blades and spins around to swing his blades around at the other two. Their blades clash, but Megatron pushes them back. He then has to jump back to avoid getting shot by the other two from the air as they continue to fire their weapons off. The original Starscream flies up and swings his blade down on Megatron, but Megatron drops the sword in his left hand to grab Starscream by his face and pull him around, using his body as a shield to block a few shots from the two clones in the air.

"Argh! Will you fools be more careful?!" the original Starscream yells in pain.

"Sorry," the clone firing apologizes.

The clone with the other sword flies in at Megatron's rear, but Megatron sees it coming and throws the original into him, making them crash onto the floor, closer to the elevator where Cinder's group went. The other two fire their weapons again, but Megatron rolls under the shots and conjures up a pair of bladed whips in his hands. He swings them up at them, and manages to grab the two clones with the whips, before pulling them around and then smashing them onto the other two.

"OW!" the original Starscream screams from the combined pain his clones are experiencing.

"Even with an army of your clones, you can't win against me, Starscream," Megatron mutters, shaking his head in disappointment.

However, just outside the main building's foyer, in a darkened hallway, the figure who once spoke to Salem stand in his dark silver, regal armor, wearing the Grimm mask over his face.

"Why must I aid those two in this battle? They seem to have things in their favor for the time being?" the figure asks no one in particular.

Just then, he starts to feel a pain courser through his mind. He grits his teeth to bear with the pain as he puts a hand to the side of his face.

"You will do what is expected of you. You were brought here to fulfill a purpose, and you WILL complete that purpose until I say otherwise. Or would you prefer not to see her again? Now go, and destroy the heralds of your kin, Optimus Prime," a dark voice echoes in his head as the pain begins to subside.

The figure takes a few steady breaths to regain himself and stands straight again, "So be it," he mutters before moving to join the battle, the red in his eyes shining brightly through the sockets of his Grimm mask.

He wonders how the person who uses his name will fare against the one who took his name. Back in the battle, Jaune, Ren, and Weiss tend to Dreadwing as his strength continues to dwindle. Jaune holds his hands over Dreadwing's wound, but that's not helping much.

"Ren, talk to me!" Jaune exclaims.

"His pulse is weakening. This device is Atlas technology. I don't know anything about it. I don't know what to do," Ren states.

Weiss's eyes widen in horror as she focuses back on her knight, clutching his exposed hand tighter, "Dreadwing, come on! You can't die! You swore that you would always be there for me! Please!" she wails as tears fall from her eyes.

However, Skyquake's ghoul stares right at them and roars, gaining their attention. The roar also manages to wake Ruby up, who gasps at seeing Dreadwing on the ground. Nora charges ahead when the ghoul attacks them, jumping in between them and swinging her hammer at it, knocking the ghoul back.

"Dreadwing!" Ruby yells as she runs up to join them. "What happened?!" she asks.

"He's heavily wounded. This device is normally keeping the wound on his chest from worsening, but it seems to be failing because the injury might've been too close to it. I can't say for sure. I don't know what we can do to help," Ren explains.

Ruby looks between them and then to everyone else that's fighting.

Soundwave continues his battle with Airachnid, the spider fem firing off her gauntlets at him, to which he backflips away to evade each blast. When he stops, he glances up to Laserbeak, who seems to be halfway free from her webbing. Focusing back on his opponent, Soundwave runs at her with his blades out. Airachnid waits for him to get close and then launches her extra limbs at him. Soundwave jumps in spins in between all of them, managing to land a blow on her chest that knocks her back. Airachnid growls and fires her webbing again at him. Soundwave evades the attacks, though one shot of webbing manages to snag his right foot to the floor, preventing him from moving.

Airachnid laughs, "Hahahaha, a bit of a sticky situation, wouldn't you say, Soundwave?" she taunts him before attacking with her spider legs again.

Soundwave manages to block most of them with his blades, while bringing out one of his tentacles and using its electricity to burn away the webbing, freeing him a moment later. Meanwhile, Oscar jumps back to evade an attack from Hazel, while Ozpin asks to take over.

"Oscar, please," Ozpin asks.

"I told you, no!" Oscar retorts, but then gets sent flying into a pillar from a punch by Hazel.

"Please, let me take over. I can handle him," Ozpin says.

"You said that I need to fight for myself. So I will," Oscar says as he gets back on his feet.

"I know, but that this is NOT your fight," Ozpin tells him.

"What are you talking about? Why is he so mad at us?" Oscar asks.

"He didn't tell you my tale, did he boy?" Hazel asks, throwing Qrow off to the side before walking towards Oscar. "I thought you looked familiar. To think that evil lived inside of you when our paths first crossed. Your blood won't be on my hands... It'll be on his," Hazel says as he raises his fists above him.

However, Qrow gets back into the fight and pushes Oscar out of the way before jumping back so Hazel doesn't smash them both, his attack hitting only the ground.

"What was he talking about?" Oscar asks.

"Tell him Ozpin. Tell him how you killed her!" Hazel yells, blocking a strike from Qrow's sword with his right arm.

"Her?" Oscar asks.

"Gretchen Rainart was Hazel's little sister. Despite her brother's wishes, she enrolled at Beacon Academy to become a huntress... Sadly, she tragically lost her life during a training mission. Hazel holds me responsible. Please, let me fight. I know Hazel. He's wounded in a way that cannot be healed," Ozpin asks.

"You know now," Hazel says as he tosses Qrow off to the side. "You can forgive me for what I'm about to do," Hazel says as he walks towards Oscar again.

Oscar grits his teeth, "Did she know?" he asks, stopping Hazel. "Did she know the risks of being a huntress?" he asks.

"...She was only a CHILD! She wasn't ready!" Hazel angrily retorts.

"She made a choice. A choice to put others before herself. A choice that I made too," Oscar retorts.

"...Then you've chosen death," Hazel darkly says.

"...I'm sorry," Ozpin says.

"Huh?" Oscar mutters.

However, Oscar falls onto his knees as Ozpin takes forceful control of his body, his eyes glowing green for a moment. Hazel sees this and quickly realizes that it's Ozpin he's fighting now.

"OOZZPPPIIIINNNN!" Hazel shouts.

Qrow gets ready to help, but suddenly blocks a shot from Lionheart, who aims his weapon at him. Qrow grits his teeth before charging at him. Ruby looks further to her left to see Yang going against both Emerald and Mercury by herself. Yang throws a punch at Mercury, only for that Mercury to disappear, just an illusion. She suddenly gets kicked to the ground by the real Mercury, who lifts his leg up to smash down on her. Yang fires her gauntlets to propel herself away and gets back on her feet. However, Emerald uses her semblance on her again, causing Mercury to disappear and Raven to appear in his place. Yang grits her teeth, but then Mercury comes in again and lands two more kicks to her torso and then a third to her face, knocking her back to the ground.

"Yang!" Megatron yells.

"You've got bigger problems, Megatron!" the original Starscream yells as two of his clones fly at him with their swords drawn.

"Out of my way Starscream!" Megatron shouts as he turns back to them.

The two clones swing their sword at him, but he catches both of their sword arms and slams their bodies into each other. He then throws them into a nearby pillar.

"Augh!" the original Starscream screams from the impacts.

Megatron uses his semblance to create a pair of large cannons on his arms and fires them off at the third clone and the original Starscream. The two fly around to dodge the shots, but Megatron eventually hits both of his marks, and the two seekers fall to the ground after getting nailed by two huge blasts of energy.

"I have no time for this," Megatron mutters, aiming his arm cannon at the original Starscream to finish the battle.

However, he feels a sudden new presence approaching and turns to the right just in time to see a new figure in regal looking armor and wearing a Grimm mask jump at him. Megatron jumps out of the way, just as the figure smashes his right fist into the ground, creating a small crater where Megatron was once standing. Megatron and the figure stand and Megatron can get a better look at the figure in his regal armor and mask.

"Now what?" Megatron mutters. "This presence... it feels familiar somehow..."

"So, you are the one who calls himself Megatron. I wonder if you are worthy of such a monkier, after the fallen," the figure speaks through his mask.

"Should I know you?" Megatron asks, activating his arm blade.

"Nay. But it won't matter. You'll be reduced to atoms before you realize it," the figure states, not as if it were a threat, but as if it were a fact.

At this point, the original Starscream and his remaining clones join the new figure.

"It took you long enough," the original Starscream moans, only for the figure to backhand him in the face to the ground. "AHHH! What was that for?!" he shouts while rubbing his face, even as the clones help him up.

"Do not presume to believe that we are on the same level, Legacy of Maximo. Now, either help me deal with Megatron, or stay out of my way," the figure warns him.

His red eyes glowing behind his mask makes Starscream whimper, "A-As y-y-you c-command..."

Megatron growls as he glances between them and Yang. He wants to go help Yang, but it appears he'll have to get through these guys first. Starscream has already lost two of his clones, but that still leaves him outnumbered. Megatron fires off his arm cannon at the group. Starscream and his clones fly into the air while the armored figure dodges the blasts while charging at him. Starscream's clones fire off their blasters at Megatron, but he creates a shield to block them. Just then, the figure throws a hard right punch at his shield. Megatron blocks, but the shield cracks under the force of the punch. Megatron widens his eyes before switching out the shield for another arm blade to go with his. He swings his blades at the figure a few times, but the figure weeves between each slash and throws an uppercut into Megatron's face. Megatron slides back from the punch, stabbing his blades into the ground to stop his motion. The original Starscream flies in with his sword at the ready and makes a downward swing at Megatron, but Megatron catches it and slams him on the ground before throwing him towards the figure. The figure smacks Starscream out of the way as he runs at Megatron.

"AUGH!" the original Starscream shouts in pain.

Megatron meets his charge throws a left punch when he gets close. However, the figure catches his punch and throws a left of his own. Megatron catches that punch and the two are at a stalemate. One of Starscream's clones lands behind Megatron and fire s his blaster, nailing him in the back and giving the figure the chance to head-butt him in the face, followed by throwing him into a nearby pillar.

"Megatron!" Ruby calls out.

"I'm fine. Go help Yang!" Megatron yells back as he gets back on his feet.

Ruby looks from him to her sister, but then looks back to see Nora struggling against the ghoul, jumping back before it can crush her into the floor with its fists. She then looks back to Dreadwing.

"His pulse is weakening... I... don't know what more we can do," Ren sadly states.

"Dreadwing, no! Please, you can't die!" Weiss cries as she clutches his hand to her chest.

"...Lady... Weiss," Dreadwing weakly gasps.

"No, no, no, it wasn't supposed to be like this! Please! We can't lose any more friends..." Jaune begs.

However, a bright white form of energy forms around Jaune's arms and begins to spread across Dreadwing's body. Soon enough it engulfs him entirely, and then he gasps for air, catching their attention.

Back in one fight, Ozpin steps back as Hazel tries to punch him in the face several times. Ozpin narrowly avoids one punch as it collides with a pillar behind him and jumps back to get some distance. Lionheart aims his weapon at him from the side, but Qrow surprises him with a quick kick to the gut, followed by an upward sword strike that sends him flying into a wall. Ozpin twirls his cane as Hazel runs at him. Ozpin runs around Hazel as he tries to crush him with his fists, getting a few hits in on Hazel's skull. He then pushes off of Hazel with his feet and runs towards a set of stairs with Hazel giving chase. Ozpin jumps off the wall under the steps to move around Hazel, getting another hit on his face. Hazel makes a swing at him, but Ozpin rolls away and then repeatedly thrusts his cane at Hazel, getting several hits before making a final powerful thrust that staggers him. Hazel fires off a bolt of electricity, but Ozpin runs and rolls under Hazel, swinging his cane at the back of his knees, making Hazel fall onto his hands and knees. Ozpin twirls his cane around, preparing to attack again, but Hazel roars as he raises his fists into the air and then smashes them onto the ground, sending Ozpin flying.

Back with Ruby's group, they are all shocked to see Dreadwing's condition start to imrpove.

"What's... what's happening? Jaune?" Ruby asks.

"I don't know. Ren, any ideas?" Jaune asks.

"He seems to be stabilizing. His condition is improving. I think he's going to be okay," Ren says as he looks Dreadwing over.

"Dreadwing..." Weiss mutters as her tears change from tears of sorrow to tears of joy and relief.

"Milady, what is-," Dreadwing begins as he looks at her.

"Just save your strength. You're going to be fine. Oh, I'm so happy you're going to be okay," Weiss tells him.

Ruby looks back at the fighting. She sees Yang still struggling against Mercury and Emerald, and Nora on the defensive against Skyquake's ghoul. She then sees that Soundwave is still fighting against Airachnid. Soundwave jumps into the air with his blades at the ready. Airachnid fires off her webbing at him. Soundwave twirls around the web shots and gets another strike in on her chest with his left blade, knocking her back. Airachnid growls and charges at him. Soundwave jumps over her charge, but one of her spider legs grabs him by the ankle and pulls him to the ground, with her landing on top of him and pinning his limbs with her spider legs.

"Soundwave!" Ruby shouts.

"Finally. I've waited for this for so long. Before I destroy you, answer me this: why fight for these loathsome humans? What makes them so special?" Airachnid asks as her claws inch closer to his face.

Soundwave stares at her before glancing through his visor at Ruby, who looks back at him with a horrified look in her eyes. He then looks back to Airachnid.

"...Ruby Rose... Superior..." Soundwave says with his own voice.

Airachnid's eyes widen in shock, "What?!" she gasps.

Soundwave then engages his resonance blast semblance, screaming soundwaves in her face close up. Everyone in the building have to hold their ears from the noise. Airachnid's ears rings like crazy as she moves back, freeing Soundwave. To add to the pain, she's suddenly knocked in the side of the face by something flying by. Airachnid shakes her head and looks up to see Laserbeak flying around Soundwave, now free from her webbing. Airachnid growls in frustration. The soundwaves distract the ghoul long enough for Nora to make a massive swing at it, sending it crashing through a pillar and giving her a chance to catch her breath. Ruby then turns back to her friends as she checks Dreadwing's wound after moving Jaune's hands which are over it.

"Whatever you're doing, don't stop," Ruby says.

"Don't worry. I won't," Jaune says and focuses back on healing Dreadwing.

"Ozpin and Qrow could use some help," Ruby says to Ren.

"I'm on it," Ren says and pulls out his pistols as he stands up.

"Dreadwing and Jaune still need someone to cover for them," Ruby adds.

Weiss stands and grabs her rapier, "As long as I'm here, no one will touch them," she says.

"Milady-," Dreadwing begins to say, only for Weiss to put a finger to his lips, shutting him up.

Weiss then moves her hand to his cheek, "You've been there to protect me so many times. Now, it's my turn to protect you," she says, and kisses his forehead for emphasis.

Dreadwing reluctantly nods, "As you wish, Milady," he concedes.

Ruby stands up with her scythe, "The let's do it, gang!" she cheers.

She fires her scythe behind her into the air, propelling her towards her sister. Yang is on the ground, with Emerald running towards her. However, Ruby flies in and swings her scythe around at her, forcing Emerald to jump back and stand with Mercury. Yang looks up as Ruby stands with her sister.

"Thanks, Sis," Yang thanks her as she stands up. "You okay?" she asks.

"No," Ruby shakes her head as she glares at Mercury and Emerald. "I'm angry," she states. Yang looks over, seeing Megatron by himself as he fights against the masked figure and Starscream and his clones. Ruby notices this, "Megatron will be fine. You said he's strong, so believe in him. Right now, let's take care of these two," Ruby says.

Yang shakes her head and focuses back on their own battle, "Right," she says as she raises her fists.

Back with Megatron, Starscream and his clones fire their blasters at him again, forcing Megatron to duck and roll around to evade their shots. The masked figure charges at Megatron. Megatron runs back at the masked figure. The two throw fists at one another, their fists colliding and creating a large shockwave that engulfs the room. The figure throws a left side kick, only for Megatron to catch it and then grab his right arm, pulling him in for a head-butt, and then tossing him to the side. Megatron turns his attention to Starscream and his clones. The two clones fly at Megatron, firing off their blasters. Megatron evades the shots jumps into the air to grab one clone by his face and slams him into the ground. The second clone fires his blaster at him, but Megatron uses the clone he caught as a shield to block the shots.

"AUGH!" the original Starscream shouts from the pain.

"Sorry!" the clone yells.

Megatron throws the clone at the second, crashing into him and sending both to the ground. Megatron then creates a spear with his semblance and throws it at the two clones on the ground, stabbing the ground right next to them. The clones look up, only to hear some beeping from the spear.

"Oh scrap," both clones mutter.

The spear explodes, consuming the two clones in a fiery explosion.

"ARGH!" the original Starscream yells from all the pain he's going through.

When the dust settles, the two clones are gone, leaving just the original Starscream and the masked figure as Megatron's opponents.

"Pitiful," Megatron mutters, only to block a strike from the figure.

"I couldn't agree more," the figure says.

Megatron growls as he renews his battle with the masked opponent.

"Answer me: who are you?!" Megatron demands.

"You're destroyer," the figure replies.

Down in the vault below the school, Raven, Cinder, and Vernal walk down a pathway leading to a large tree standing over a large golden door; the vault of the Spring Maiden. As they walk, the pathway glows a bright light blue while glowing flowers from the tree bloom; their petals flowing towards and around them. One petal falls towards Vernal and she catches it in her right hand before it dissipates.

"Having fun?" Cinder jokes.

"Vernal, stay focused," Raven says as they approach her.

"Oh, come now, Raven. Let her enjoy this. It's a 'once in a lifetime' experience," Cinder says as they approach the doors of the vault.

"How does this work?" Vernal asks, seeing the door is made up of four fans over one another to block the path.

"Once the Spring Maiden places her hand on the door, the door will open. For you... and only you. Then I will enter the vault and claim the Relic. No one else. Is that clear?" Cinder explains.

"Yes. It doesn't matter to us. Let's just get this over with," Raven says, hands on her hips.

"Very well. Vernal, whenever you're ready," Cinder says. Vernal slowly walks towards the door. Meanwhile, Raven slowly reaches for her sword handle. However, Cinder begins to speak again, stopping her motion. "You know, I've heard so many stories about you Raven. They say that you're a cunning leader. That you're strong. That you're clever," Cinder says while Vernal reaches for the door. "...It's a shame that they're wrong..." Cinder says before using her power to send out some ice at Raven's feet.

"VERNAL!" Raven yells before she is suddenly frozen solid.

Vernal turns and takes out her pistols, only for something to suddenly stab into her stomach. Vernal gasps as she looks down, seeing an elongated Grimm arm coming out from Cinder as her left arm, with its claws stabbed into Vernal's stomach.

"It's nothing personal, dear. You're simply not worthy of such power..." Cinder begins mockingly as she walks to Vernal, standing in front of her. "...But I am," she says, her powers flaring a bit, and then pushes Vernal to the ground while she screams in pain. "So I will TAKE what is MINE," Cinder says. Vernal tries desperately to free herself, while cracks start to appear around Raven's frozen prison. Eventually, Vernal's struggle ends as her arms fall to her side, and she dies. Cinder smirks, only to suddenly look on in shock. "I don't understand. Where's the power?!" she yells, only to hear ice breaking behind her.

"You won't find it..." Raven says as she is now free from the ice. "... Because Vernal isn't the Spring Maiden... I AM!" Raven shouts as she shows her face with her powers flaring.

She's the real Spring Maiden.

And that's the chapter. The battle for Haven continues as Megatron and his allies fight against Cinder's forces. Megatron's dealt with Starscream's clones, but this new opponent matches him blow-for-blow. Meanwhile, Jaune heals Dreadwing, but the group still do not have the advantage in this fight. Meanwhile, Cinder's plan backfires as Raven reveals herself as the true Spring Maiden. Will Megatron defeat this masked enemy? Who knows what will happen next? Until then, please Read and Review.