Thanks to TehGramerPolise and MasterofBones for their help with this chapter.

"Oh shit." I breathed.

"Please tell me that's not what I think it is." Kali said as she stood up, green light swirling around her staff.

"That's a creature of the Filth." Winter confirmed.

"Recognition is at least one form of flattery." The horrible staticky voice cooed, "But to be subsumed? That is simply… divine!"

It moved faster than anything its size should have been able to, one moment just its head and a limb were inside the mansion; the next, it had shattered through the wall.

It had a long, sinuous body, like that of a snake, with a whip-like tail. It was supported by eight pairs of overly-long limbs that bowed at awkward angles that were all tipped with razor sharp pairs of claws.

It lunged forward into the room, launching itself straight at Winter, two of its limbs rearing back and its beak open wide.

I sent a blast of into it, sending it off target to crash into the wall and I brandished Harbinger as I advanced on it.

"Hmmm… tasty…" The creature hummed as it righted itself, facing me, its red eye filled with an alien hunger.

"And I've got plenty more where that came from." I promised it as I set myself into a combat stance, Harbinger in its scythe form with flames dancing along its blade.

"Marvelous." It crooned and then it launched itself at me with blinding speed.

I twisted to the side, mana flowing through my limbs, strengthening them and making me move far faster than I otherwise would ever have been capable of. As it flew by me, I whirled Harbinger around, slicing through every limb on its left side and sending them flying.

It gave a horrific scream and crashed to the ground; writhing around as it attempted to stand.

I didn't give it a chance as I let out a yell and slammed Harbinger into its back, I then ran along it, cutting and slicing through its flesh.

Finally when I reached its head I viciously twisted the blade, and then pulled, ripping its head off of its body.

It collapsed to the floor instantly, the red light in its eye fading as a black smoke rose up around it. Soon, it was nothing more than a black, smoking puddle on the floor.

"Holy shit." Kali breathed, "That was something."

I blinked as I looked up to see Winter had pulled out one of the flasks and Kali still had her staff pointed at where the creature had fallen.

It's then that I realized that it must have been mere seconds from when the creature had burst into the room and when I had killed it. Damn, mana is good stuff… you know, aside from probably, maybe turning me into a horrible monster that would seek to devour every living thing around it.

"So." Winter walked up to what remained of the Filth monster, "This is bad."

"I'll say." Kali looked up at me, "Qrow, that feeling that we got… that must have been the protections being stripped from the city… the Filth…"

"It's in the city, yeah." I grimaced, "Seydin and Count Arnau, they were wrong about the plan. Ashuna isn't going to conquer Mistral and then unleash the Filth."

"He's going to turn all of the city into monstrosities and then march on the Jade Empress." Winter breathed, "But if that was his plan, then why was he waiting and only doing one monster at a time?"

"I don't know." I reached into my pocket and pulled out the stone that Seydin had given me, "But what I do know is that we've got to stop it."

I channeled mana into the stone and waited for a response, "Come on, come on." I whispered.

Finally I felt a presence in my mind and I blinked as I saw an image of Seydin flash before my eyes, "Ah, Qr'Krowl, good to hear from you."

I could feel his attention shift and then it whipped back to me, "My apologies, I'm afraid a good deal of our compatriots in the rebellion are contacting me at the moment. I was also very recently attended by far more… dirty… visitors."

"The Filth?" I asked him.

"The same." He replied evenly, "I'm afraid that the rebellion will have to begin effective immediately, if you can, make your way to the Palace, I shall meet you there with everyone that I can muster."

"Right." I felt his presence fade away and I turned to Winter and Kali, "Good news, Seydin's still alive, bad news, it looks like the Filth really are attacking the city. We need to get to the Palace."

"Through Kir'ala knows how much Filth and monstrosities?" Kali asked.

I nodded.

"Terrific." She muttered, "So what's the plan?"

"Well first things first." I replied as I turned to the ruined doorway, "Time to see just what the weather is like out there."

It was worse than I could ever imagine.

Foolish, optimistic little me had been thinking hordes of Filth monsters and monstrosities all around us.

Instead, it was literally a river of Filth. As in an actual river that was running swiftly through the streets. Every second more and more creatures of Filth were emerging from the muck; all of them of differing shapes and sizes. All of them were running, slithering, and rolling towards the houses that lined the street and even as I watched, there were at least a dozen of the bastards coming up the path towards us.

"Oh fantastic." I muttered.

"Plan?" Winter prompted.

I looked around for a moment and then nodded to Kali, "Can you use your magic to fly?"

Kali bit her lip, "Yeah, but I can probably only do that for myself."

"Okay, do that." I told her, "Winter I'll carry you."

Winter looked up at the sky, "There's going to be flying ones, you realize that right?"

"I'll take a few flying ones over that." I gestured at the couple hundred Filth that were now moving towards the house.

Winter hesitated and then nodded, "Fair point. Do it."

Beside me, Kali cleared her throat, "Hey, uh… Qrow?"

"What is it?"

She gave a sheepish grin, "I might need a minute or two to actually cast the spell."

"Seriously?" I demanded,

She winced, "Yeah."

I looked between the encroaching horde of monsters and then back at the two women, "Alright then, hold on tight!"

I wrapped my arms around the two of them and with a mighty flap of my wings, took to the air.

I slowly climbed through the air, rising above the buildings below; and from here I could see the true extent of the Filth in the city.

It was like watching a hand reach out to envelope the city in its grasp. Black rivers of Filth flowed like reaching fingers and entire blocks near the entrance were completely submerged.

"Qrow, eight o'clock high!" Winter shouted.

I wrenched my gaze away from the Filth consuming the city below to see several three headed birds dripping with Filth flying above us.

One of them let out a screech and dived, its razor sharp talons outstretched.

I rolled off to the side, barely getting out of the way in time. I ground my teeth as I began flapping my wings, flying us towards the Palace, which was conspicuously clear of Filth.

I heard another screech and I tucked my wings in, diving down and out of the path of yet another striking bird.

I let out a grunt as I extended my wings once more and began flying; this wasn't good, my hands were full clutching onto Kali and Winter. In addition, their combined weight was slowing me down, I wasn't going to be able to dodge these things for much longer.

"Kali…" I grunted as another bird began its dive, "Any time now…"

"Working on it." She told me.

I twisted out of the way but wasn't fast enough, several of the talons tore into my right shoulder, drawing lines of blood, and I let out a gasp as it seared with pain.

"Got it!" Kali shouted, "Let go!"

I did so and Kali plummeted like a stone for a moment before she righted herself and was flying beside me.

"Finally." I grunted as I pulled Harbinger out of its sheath, "I-"

"If that's a weight joke you're about to make, I'd like to remind you that you're in the air next to a former High Priestess of Kir'ala." Kali shouted.

I lifted an eyebrow, "Noted." Another one of the birds tried diving at me and I spun around, swinging Harbinger around in an arc that left it to fall to the ground minus its heads.

"If I knew it was that easy to shut you up I'd have done it long ago." Winter remarked.

"I haven't seen you crush monstrosities with nothing but the wind." I shot back.

Then a shadow fell over us and I looked up, "Oh shit." I muttered.

I had no freakin' clue where it had been hiding until now, but there was now a gigantic squid thing now casually floating in the air above us, so vast that it blocked out the sun and covered everything in its shadow.

For a moment it hung there, its multitude of tentacles simply hanging, and then as one they all reared back and shot towards us.

"Dive!" I shouted to Kali.

She nodded and then closed her eyes and fell down towards the ground. "Hang on tight!" I commanded Winter, then I tucked in my wings and followed.

The buildings below rushed up to meet us, and I could feel my lips peel back and my eyes watering as I shot down towards them in a desperate bid to escape the grasping limbs of the monster above.

Finally, just as I was about to careen straight into the roof of a large square building, I shot my wings out and pulled up.

I winced as I felt the muscles in my shoulders rip and tear, but I was able to wrest myself out of the dive and fly among the rooftops. Kali pulled in beside me and I blinked in surprise as I saw that the streets below us were clear, apparently the Filth hadn't quite reached this deeply into the city yet.

"We must be getting close!" Kali shouted.

I nodded, "I think s-"

I was cut off as something slammed into my back, sending me flying towards the side of a building. I was barely able to roll to the side so that Winter wasn't crushed as I slammed into it hard enough to shatter bone.

I peeled away from the wall and barely managed to get my bearings enough so that I more or less landed rather than crashed onto the ground.

Winter instantly rolled away, her sword drawn and her lips drawn into a snarl towards something out of my field of vision.

I slowly rose to my feet, my body screaming in protest from the bruises that covered it.

Standing before us was the Etiora dressed in plate armor with a red tricorn hat on his head and a pair of sheathed broadswords at his side.

"Ah, Qr'Krowl." He bowed his head slightly, "I would say it was a pleasure if we had met under better circumstances. As it is…" He reached to his side and drew one of the broadswords, revealing a crimson red blade, "I'm afraid that we have evidence that you are one of the traitors that has driven Mayor Ashuna to the actions he has taken today."

"Well shit." I wheezed, "I guess you caught me red-handed."

The Etiora shook his head, "So sad to see one with such potential sink so low." He murmured, "Surrender and I shall make it quick."

"Bite me." I replied.

His lip curled in disgust, "As you wish." He lifted his free hand and a cloud of gray smoke materialized around it. He twirled it around once and the smoke shot out in six lines, solidifying into white wolves with pale eyes and blood red teeth.

"Oh shit, you've got to be kidding me." I breathed.

"What are those?" Winter asked.

"Wulven, really powerful hunting spirits. Can't be killed, only temporarily dispersed." I replied, "The fact that this guy can summon six of them is really bad."

"Don't mind these." The Etiora told me, "They're simply to deal with the chaff while I take dispose of you."

"Well shit, I guess I'm honored." I began advancing towards the monster, Harbinger drawn and the Flames of Sarongar dancing along its blade, "Could I convince you to just not?"

"And sully my hands with your companions?" The Etiora sniffed, "A traitor's concerns and requests are worth his honor, that is to say, nothing."

"Thanks for the clarification." I quipped, and then I threw myself at him, Harbinger swinging.

The Etiora brought his blade up and around with a twirl of his wrist and easily deflected it to the side, but my foot was already lashing out and it caught him in the chest, sending him backward.

I didn't let up, keeping up my attack, behind me I could hear the Wulven howl and I cursed; I had been hoping that if I pressure him fast enough that I could stop him from siccing the spirits on Kali and Winter.

As it was, it was only a matter of time until the Wulven overwhelmed the two of them. When I had told Winter, 'temporarily dispersed', I hadn't mean like wraiths where you could have a few hours to rest, I meant as in seconds. Even if they suffered fatal wounds, Wulven would simply reform and go right back at it, only giving up on their targets until the caster was dead or pulled them off.

Harbinger was a blur in my hands as I attacked again and again, driving the Etiora back before the force of the blows. Finally, the monster's guard slipped once, then twice, and the blade drew lines of crimson across his arm and chest.

Then the Etiora leapt backwards and let out a sharp whistle; the Wulven whipped around me and in front of the monster, blocking me from him as he caught his breath.

"Most impressive." He told me, "You've grown stronger, even stronger than when you fought Count Arnau and that abomination of the Weaver's."

"Praise from a wuss that hides behind immortal hunting spirits are worth as much as their strength, that is to say, nothing at all." I snapped as I probed the Wulven, trying to get past them and after the Etiora once more.

"Indeed I would agree, but considering your behavior, I didn't think you would allow me to give this moment the proper amount of dignity and respect it deserves." The Etiora replied, "For the first time in over a century, I will actually draw my second blade."

"You did this so you could freakin' monologue?" I groused as I tried to slip past the Wulven pack, only to be driven back by snapping jaws.

"I shall now draw the sacred blade of the Tepes bloodline." The Etiora intoned, ignoring me, "The blade that was forged by the God of the Blood Moon, and in metal taken from the Imperial Courts of the Nosferati."

He slowly drew the second broadsword from its scabbard, revealing a blade that was made out of a blue metal that seemed to glow from within, "I present: Fenris."

"So I hate to disappoint you." I said, "But that name doesn't ring a bell."

"It wouldn't." The Etiora replied, "None besides the Tepes bloodline know of this blade, for none would have remained alive who had seen it unsheathed."

A blade where no one would know about it except for the wielders because everyone else had died when it had been drawn? Okay, not gonna lie, that was kind of badass.

Not that I was ever gonna admit it to this pompous asshat,"Well shit, then I guess I'll be the first." I snarked instead.

Then my magical senses caught a whiff of something and alarm bells started going off in my head. That blade wasn't just some fancy, super strong blade; it had something trapped inside of it, something of unbelievable power.

And presumably someone who wielded the blade would be able to draw on that power.

I got into a defensive stance barely a millisecond before the Etiora was on me, he struck with such force that it sent me staggering backwards. I was barely able to get Harbinger up in time to block the second blow and the ground beneath my feet cracked from the strength behind the attack.

I tried to retreat backward by leaping back and using my wings, but I was too slow, and the Etiora's fist slammed into the side of my face, sending me spinning to the ground and causing my vision to fade in and out as I laid there.

Holy crap, I was getting my shit kicked in.

I rolled aside just in time to avoid getting my head crushed to a pulp by the Etiora's foot, only for him to rear it back and slam it into my chest, leaving me clutching at my ribs and gasping for air as I got to my feet.

I had barely managed to get a proper grasp on Harbinger when the Etiora had swung his blade right into it, sending it wide and leaving me open as he sliced with his other sword, and I let out a cry of agony as it tore a gaping wound into my left shoulder.

The Etiora then slammed his fist directly into my stomach, then my chest, and then finally slammed the pommel of one of his blades right into the top of my head.

I sunk to my knees, my ears ringing and my vision so unfocused I idly wondered if I was going to see a Yrrel'ten walk by.

The Etiora crouched down in front of me, shaking his head, "Well this is quite underwhelming." He told me, "I had been hoping for just a bit more of a fight."

I didn't reply as I slowly got my vision into focus enough to see Winter and Kali desperately fending off the Wulven. Winter had apparently taken some of the Mistralian Gold, because there was a sheen around her rapier as she cut deeply into one of the spirits, sending it retreating backwards.

Then her eyes locked onto me and her face grew pale, her lips parted as she shouted something and she began sprinting towards me. One of the Wulven noticed the distraction and followed her, its jaws opened wide.

I tried to croak out a warning, but no sound escaped my lips and I had to watch as the Wulven sank its teeth into Winter's leg, sending her crashing to the ground. She rolled onto her back and stabbed it right between the eyes, but no sooner had it dissipated to reform when another took its place, snapping its jaws.

It grabbed a hold of her blade and wrenched it out of her grasp, leaving its mouth smoking from the power of the anima, but leaving Winter completely defenseless.

Everything seemed to go into slow motion as I watched Winter desperately lift up her arm as a desperate last defense, but that would barely last a second and then the hunting spirit would open her throat.

No.

Kali fell to her knees, one of the Wulven clinging onto her back as she desperately tried to force the jaws away from closing on her neck, blood dripping from her hands.

It couldn't end like this.

I faintly heard the Etiora laugh and ask me a question in a taunting tone as he lifted up a pair of fingers, and somehow I understood that as soon as he snapped them Winter and Kali would both die.

I wouldn't let it.

I pulled at the mana that surrounded me, and then pulled beyond that. It came through me in waves, I filled up and then took in more, and then more. So much so that I felt something snap inside of me. Pins and needles stabbed at my skin, at my organs, and I nearly retched as I could have sworn something slithered in with it.

But the power, the pure raw power that flowed through my through my muscles and through my veins was more than I could ever have imagined possible.

With a roar, I extended a hand towards Winter and Kali.

The Wulven as one spasmed and writhed, and then as one they dispersed into cloudy wisps before collapsing back into a single black ball that simply hung in midair.

I got to my feet and turned on the Etiora, who blinked and then recoiled. A surge of primal joy pulsed through my veins as I saw raw fear flicker over his face.

I swung Harbinger around, and the Etiora brought up his crossed blades to intercept it. The clang of clashing steel rang in my ears as my blade slammed into them. I let out a roar as I shoved forward, and the Etiora's eyes widened in disbelief as he was pushed back.

I kept up the pressure, pushing him back step by step. All the while, the Etiora was babbling, alternating between threats, pleas for mercy, and frenzied babbling.

Finally his back hit the wall of a building, I kept shoving, pushing his blades closer and closer to his terrified face.

"You're so proud of this blade?" I asked him, "Here, allow me to help you get more intimate with it."

I gave a heave and slammed his own blades into his face and the Etiora screamed as they cut into his flesh. I kept shoving, twisting, and pushing them into the monster's face until I felt something give way with a sickening crunch.

All at once, the Etiora's limbs went limp and his hands fell away, I stepped back, lifted up my foot, and then kicked once, twice, on the third kick, the blades went all the way through, cutting his head into pieces that splattered to the ground.

I stood there for a moment, simply staring at the carnage.

Then slowly I began to laugh.

The mana was everywhere, it was in my flesh, it was in my bones, it was in my eyes. I looked around me, marveling at the wisps of light that I couldn't so much as see as feel swirl around me.

I had been blind but now I could see. See the endless power and energy that surrounded me, so much that I could drink to bursting.

And I was thirsty, so, so thirsty.

More. I need more.

I turned my gaze until it rested upon the black ball still floating in the air. To my newly opened eyes, it was like a fruit ripe to bursting.

There.

Acting on instinct, I reached out a hand; my senses extended outward, enveloping the ball. Inside of my mind I could see the Wulven trapped inside, roiling as they snapped their jaws at their prison in a bid to escape. I could hear their howls of rage turn to something far more frenzied and panicked as they sensed me beginning to envelope them.

I inhaled sharply and the ball twisted and warped into a black liquid that shot towards me in a stream. I opened my mouth wide and the liquid flowed inside, disappearing as I absorbed it into me. The infusion of mana coursed through my veins, so thick and sweet it was almost cloying.

When I was done I sighed appreciatively, that had been delicious, but it wasn't enough, wasn't nearly enough.

Someone cried out and I turned to see Kali standing, her staff raised towards me. I took a deep sniff and then frowned slightly. She barely had any mana herself, all of it flowed from that staff that she carried in her hands. My eyes drifted to the crystal and then widened, there, so much mana it nearly burned my soul.

I began walking towards her and she tried to retreat backwards, but she stumbled and fell as the wounds the Wulven had left on her leg took their toll.

I was on her in an instant and almost gingerly I plucked the staff from her grip. I wrapped a hand around the crystal and with a vicious twist, pulled it free.

I felt someone clasp onto my arm and I looked down to see Kali, her face twisted in bitter determination, she was saying something, something angry and desperate.

Annoyed, I swept my arm out and sent her flying, colliding into a wall where she slumped down.

Something inside me twisted at that, and I frowned as I paused, searching for just that it was. It was angry… furious in fact… disgusted as well, it hated me. It also worried, so much so that it almost put me off my appetite, it worried for Kali, it wanted to know if she was okay.

So what if she wasn't? Didn't it understand? I did now, the hooks had torn at my eyelids until I could see. Life was the punchline to a joke told by the stars. It had started with a bang, destruction and entropy so glorious that it brought tears to sightless eyes.

Then some John or Jane thought it would be funny if everything was put back together again. All of that beautiful chaos twisted into recognition into shapes.

Oh sorry, that word always makes me shudder.

Shapes.

E gad.

Anyway, all of those… things were pretty simple at first, then of course someone thought it was so funny they started making more complicated things. It seemed like kind of beating a dead horse to me but then something happened.

Those things started making other things… life.

It was a whole system of things dedicated to making other things, and to fighting back against entropy, to make… order.

Now that, that was freakin' funny.

I sighed as the thing inside me raged, if anything more than before. Fine, maybe it just didn't have a sense of humor, maybe I would grow another head, that way I could tell it all the jokes I wanted.

I was sinking down into a bottomless sea, but I wasn't drowning. Instead, the water seemed to caress me, like a cool blanket. I gently closed my eyes, for once there was no pain, no fear, nothing, just calm, just peace… just sleep.

The ocean around me hummed, a gentle lullaby that set me down, and I choked back tears as a peace so complete and profound washed over me.

Sleep, it seemed to say, let it all go.

Then there was a pinprick, just a gentle nudge and I opened my eyes, slightly annoyed.

Kali was there, above the surface, I could see her looking up at me, she was clinging onto my arm for some reason. I watched as I swept my arm out and she flew out of sight.

For a moment I blinked in disbelief, then all at once my memory came back.

I had been fighting the Etiora, had been winning and then something had happened, I had plunged down into this water and…

I was no longer in control of my body anymore.

Oh shit, I had to get back.

I began orienting myself to swim back to the surface when the water around me began to thicken, what was once a blanket turning more and more into a prison that sought to trap me to keep me frozen in place. What was once a lullaby was now a slithering, hissing voice that sought to consume me, to devour me whole.

I let out a snarl as I tried to wrench my arms and legs from this thing's grasp; but I couldn't even budge; the liquid was too thick, its grips too strong.

Then all at once, the water went from nice and cool, to so hot that it seared my flesh and scorched my veins. I screamed as everything burned, the heat seeped inside, setting my insides alit.

Then I realized something that gave me a moment of crystal clarity, I could move! The water around me had lost its grip.

I looked up to the surface and saw Winter there, one of the flasks of Mistralian Gold we had gotten in her hand. She was above me somehow, and it was overturned, had she poured it one me?

I shook myself and grit my teeth against the pain, that didn't matter now, what mattered was that I had a chance now. I fought past the pain, clawing and ripping my way back to the surface.

Something swirled around me and somehow I knew that something huge was behind me, reaching out with grasping hands to grab me and drag me under once more.

I redoubled my efforts, every muscle in my arms and legs screaming as I shot upwards and broke the surface.

I let out a gasp and shook my head as I snapped back to reality. I was vaguely aware of a weight in my right hand and I looked to see Winter there, my hand holding her up by the neck.

I blinked and then let go, letting her drop to the ground.

She landed on her feet and began coughing and wheezing.

"Oh thank the Maidens." She gasped, "It worked."

"What happened?" I demanded.

"You turned into a monstrosity." Kali's voice called out from behind me.

I turned to see her still sitting against the wall, her face pale. I went to her side, "You alright?" I asked her.

"I'll manage." She replied, "Although you ate my crystal. Ass."

I felt my heart drop to the bottom of my stomach, "Can you still use magic?" I asked her.

She grimaced, "A little, but I'll be leaving most of the heavy lifting to Winter and you."

"Winter?" I called.

"Yeah. Just… give me a moment…" She gasped.

"I'm afraid that's out of the question." A voice called.

I groaned as I turned to see the Twardow standing there, his hands behind his back as he advanced on us. He had changed out of his usual outfit and was now dressed in a black chauffeur's outfit.

"So nice of you to join us." I called to him.

Shit, I didn't know whether it was from turning into a monstrosity, or whether it was Winter had done to change me back, but I couldn't feel a single drop of mana in my body. I guessed I was just lucky it hadn't changed me back to being regular old me or it was likely the Twardow would have killed me instantly.

As it was he stood there calmly, "I don't suppose you'll agree to surrender and come quietly to face the Mayor's justice?" He asked me.

I flipped him the bird, "Bite me." I told him.

He sighed, "A pity." He began to walk forward and I fell into a combat stance in front of Winter, who slowly rose to her feet, her own weapon in her hands.

The Twardow stopped by what remained of the Etiora and gave a sharp tsk, "Quite the accomplishment." He remarked, "It's a shame that Count Arnau and Seydin got their claws into you."

"Yes, it is."

I was nearly blinded as a scorching ball of fire erupted right where the Twardow was standing, obscuring him from vision. When it vanished, the monster was gone without a trace, simply leaving a scorched patch on the ground.

I turned to see Seydin walking towards us, his staff ringing out as it struck the street, "It looks like I arrived just in time." He remarked.

"You could say that." I answered and I nodded to where the Twardow had been, "Nice work by the way, that's two down."

Seydin let out a snort, "Oh heavens me no. I'm afraid that Jacob is alive and well." He lifted his gaze towards the Palace, "No doubt he'll be preparing their defenses now."

I let out a sigh, "Great," I groused, "I guess that's what I get for being an optimist."

Seydin chuckled at that before gesturing to us, "Come, the others are waiting by the Palace gates."

"Well then," I knelt down and put Kali's arm around my shoulder before helping her to her feet. Once that was done, I turned to the kobold sorcerer and nodded, "Let's get going."

"Aye, let's." Seydin's eyes drifted upward to the massive squid-like creature that was still casting everything underneath in shadow, "We've got quite a mess to clean."