AUTHOR'S NOTES: A shorter chapter this time, but the assault on the Belladonna Lodge turned out to be longer than I thought, so I'm splitting it into two parts. Besides, the last few chapters have been doorstoppers.

This scene is pretty different from canon RWBY, but that's the fun part of writing AUs.

The Belladonna Lodge

Paisley, Lower Scotland, Menagerie

19 June 2001

"80 Faunus." Blake Belladonna sighed as she scanned the list. "I guess it's a start."

"Well, we haven't talked to the nocturnal Faunus yet," Sun said. "We might get more there." About a third of all Faunus were nocturnal—they worked late and slept through the day. "I'll go out tonight and see if I can canvas some of them."

"Sounds good." She handed back the list, then leaned against the railing of her parents' balcony. Sun did as well. He dropped his voice. "Hey. You're not mad at me…for the other night?"

"Why would I be?" Blake smiled. "I was the one who started it, after all." She nudged him. "I already told you were good," she laughed. "Fishing for compliments?"

Sun laughed too, scratching the back of his head. "Sorry." They shared a look, and then he said, "I'm going to go hit the can, then we can get going."

"Right." Blake watched him go, her eyes straying to his muscular rear, inside the blue jeans. He had been very good. Inwardly, she admitted it was kind of comforting to know that she now had more than one sexual partner besides Adam Taurus. She didn't know if she wanted whatever she had with Sun to be more than a one-night stand, but the possibilities were entertaining at least. Heh. Wait until Yang finds out—

Blake shook herself. Where did that thought come from? Still, it did sound like something Yang would needle her for, wanting details like length, staying power, what Sun did with his tail, etcetera. I hope she's okay. Maybe I should call her…quit hiding.

Her fingers suddenly felt paper beneath them. Curious, Blake reached down and pulled a sticky note from the balcony. The paper was fresh and recent, and on it was written:

B—things going too far. Not sure what to do. Meet me by the ferry landing, where we used to toss rocks. I'll find you. Come alone, or I won't show myself. –Iila

Blake read the note again, and felt the back of it, where the pen had indented the note. It was definitely Ilia's handwriting. The question wasn't if it was legitimate; the question was if Ilia was serious, or if it was a trap. After what she had said at Ghira's press conference, it sounded like Ilia was just as fanatical for the White Fang as she'd always been.

But if there was a chance…

Blake stuffed the note in her pocket and walked into the living room. Her mother was putting on her jacket as Sun came out of the bathroom. "Are you going somewhere, Mom?" Blake asked.

Kali nodded. "I think I'll help you recruit tonight, dear. I thought we might start at the airport. There's a lot of Faunus who work the late night cargo flights. Besides, I need to check on the planes. Your father signed the charter today, and they should be in."

"I wish you wouldn't go out," Blake replied, worried. "With the White Fang and all…"

Kali laughed, waving it off. "Blake, dear, I've gone out shopping twice in the last two days. Nothing has happened. Besides, the two of you will be with me."

"Actually," Blake said, "I need to take care of something first. I can meet you over there."

"Certainly." Kali raised her voice. "Ghira, we're going recruiting. Want to come with us?"

"I can't." Ghira's voice floated in from his office. "I've got to go through all these passport reports for the people who have already signed up. The Japanese government will be upset if we bring along any felons."

"Suit yourself!" Kali grinned at Sun. "Well, Captain Wukong, it appears you will be my escort for the night. Shall we?"

"Uh, yes'm." He bowed to her, and with a help-me glance at Blake, followed her out. Blake suppressed a giggle. She went up to her room, found her Marine-issue Beretta—she wished she had something with a little more hitting power, but it was all she had—stuffed it in a pocket of her coat, and went out the front door.

Regimental Sergeant Major Ganju Rai was standing on the patio. When he saw Blake, he snapped to attention and saluted her. "Good evening, ma'am." She could see why Rai's nickname was the Python. He was one of the biggest humans she'd ever seen; most Gurkhas were around 5'6" in height, but he was easily a foot taller than that. The kukri on his hip and the SA80 in his right hand looked like toys.

She returned the salute. "Good evening, Sar'major. I'm going to meet my mother and Captain Wukong at the airport, but I have to make a stop first."

"Certainly, ma'am. Let me get Corporal Tamang to escort you."

"No, that's all right."

Rai did not look pleased. "Ma'am, I insist."

Blake hesitated, but Ilia had said to come alone. "No, Sar'major." She was firm, letting the Gurkha know it was an order without being a jerk about it.

"Very well, ma'am." He still didn't look pleased, but he didn't try to stop her either. Kali and Sun had taken Ghira's BMW, so she took her mother's compact.

A block away, Corsac Albain watched the Lodge through binoculars as the red Fiat drove away. Both he and his brother sat on a roof, dressed in black. A full moon gave wonderful illumination. "She's leaving."

Fennec Albain nodded. "Sister Ilia is doing her part."

"We hope," Corsac told him.

"I think Adam is wrong about her. We shall see." He raised his own set of binoculars. "The monkey Faunus and Kali Belladonna look to be headed towards the airport. Do we wait for them to return, or attack now, while they're divided?" Kali and Sun had taken one of the Gurkhas with them, leaving only three at the Lodge, plus Ghira.

Corsac checked his watch, then motioned his brother off the roof. They slid down a ladder through a skylight, to an attic room. There, twenty Faunus waited expectantly. "Brother Royce, take four and go to the airport. If you see an opportunity, take both Wukong and Kali Belladonna. If not, trail them back here," Fennec ordered.

The deer Faunus nodded. "Yes, sir." He paused. "What do you mean by take?"

"Kill," Corsac simply replied.

Royce still hesitated, but as Corsac opened his mouth to repeat himself, he finally nodded. "Yes, sir." He motioned to four other Faunus, and they went down the stairs. Corsac watched him go, then checked his watch. "We'll give Sister Ilia twenty minutes, and then we strike."

The Holy Loch Ferry Docks

Greenock, Lower Scotland, Menagerie

19 June 2001

Blake parked the Fiat, pocketed the keys, pulled out the Beretta, and shut the door to the car as she walked down the street to the ferry. The docks were deserted; it was well after 10 PM, and both the ferry landing and the marina were closed—though the latter's entrance gates were wide open. The ferry was in Holy Loch for the night, across the Firth of Clyde. She looked around. Even with her night vision, Blake could see no one, but that didn't mean there was no one there. "Ilia?" she called out.

"I'm here." The voice made Blake jump a little. Ilia materialized out of the shadows, dressed in the black jumpsuit she'd worn the night Blake and Sun had caught her outside the Lodge, which left her arms and legs bare. Her skin brightened as it went from coal black to its normal tan color. Both Ilia's hands were raised. "Hi, Blake. I see you got my note."

"Yeah. What's going on?"

Ilia stopped about four paces in front of her. "I'm scared, Blake."

"You don't have to be," Blake told her. "My family and I, we can keep you safe."

Ilia closed her eyes and sighed. "I'm sorry."

"It's all right," Blake assured her. "We'll worry about that later. For now, you can come with me back to the Lodge. You'll be all right there."

"No. I'm sorry." Ilia's tone shifted, and Blake's ears caught the noise of movement—not to the side or behind, but above. She looked up just in time to see a batlike shape blot out the moon. She dodged, but not fast enough: the bat Faunus' boots hit her in the back, driving her to the ground. The Beretta flew from her grip, and the air was driven from her lungs. She gasped for breath, dragging herself to all fours, sucking in draughts of air, but the bat pushed her back down with his foot. Before she could react, a sticky, wet substance splattered across her wrists. It hardened almost instantly. Blake rolled to one side, and recognized Trifa, a spider Faunus she'd worked with on occasion when she was still with the White Fang. She saw the bat as well in the moonlight: Yuma. Both were two of Adam's fanatics; there would be no negotiating with either. Yuma bent down to inspect her. "Well done, Sister Trifa—and you, Sister Ilia."

Ilia picked up the fallen Beretta. "Ilia!" Blake pleaded. "What the hell are you doing?"

"I tried to warn you, Blake," Ilia returned. "I told you to leave Menagerie."

Blake opened her mouth to tell her former friend exactly what she could do with that, but Yuma shoved her to the ground. "The Belladonnas have done much good," he said, "but now you and your family are holding the Faunus back."

"Because we're trying to protect people?" Blake shot back. "In what kind of world do you live in where attacking the innocent is the right thing to do?"

"The same one as you!" Ilia shouted. "There's no such thing as innocent. There's no right thing to do. It's all a nightmare, and you pick your nightmare side."

"We don't like hurting people," Yuma added, though he glanced up at Ilia's words for a moment. "But as you know, Blake…it gets results."

"Some results," Blake said. "Dead humans and dead Faunus. And none of it has solved a damn thing!"

"We all have to make sacrifices for the greater good," Ilia said, sadness in her voice, "no matter how much it hurts."

"And you think killing me is really for the greater good?" Blake demanded.

"No," Ilia said. "Killing them is." She brought the pistol up.

Yuma put a hand up. "Ilia, stop! Adam wants her alive!"

"I know." Ilia thrust the Beretta past Yuma's fingers and pulled the trigger twice. The first bullet hit him in the shoulder, halfway spinning him around; the second took him high in the chest. He fell to the ground. Trifa froze, stunned; Ilia turned slightly and shot her between the eyes. The spider Faunus died with a shocked look on her face.

Yuma was struggling to get up, his good hand pressed against the oozing wound in his chest. "Ilia," he whispered through the pain. "Why? Why?" She didn't answer. The chameleon simply stepped forward, leveled the Beretta, and killed him.

Blake's eyes were huge. It took her a minute to find her voice, while Ilia stared at the bodies of her erstwhile comrades. "Ilia?" Ilia whirled on her, tears in her eyes. She knelt, set the Beretta down, wiped her eyes, and pulled a knife from a booth sheath. For a second, Blake squirmed away, thinking Ilia was going to cut her throat, but instead, she began working on the webbing. "Ilia, why?" Blake asked. "You turned on them!"

"I turned on them a long time ago," Ilia said, sawing at the webs. "Blake, I've been the CIA's mole in the White Fang since you left."

Blake's mouth fell open. "That's…that's why you spared that sergeant over in Iowa before the attack on Beacon."

"And why I dragged my feet as long as I could, instead of destroying all the planes at Beacon." Finally the tough webbing gave, and Blake could use her hands again. "I guess I might as well tell you. I was Source Camo. Not the most inventive name, I'll admit. I was deep cover, which was why I had to denounce your parents the other day, and I had to attack Beacon with Sienna—as well as almost shoot down your friend Weiss." Her mouth quirked. "Though that wasn't all my cover. You know how I feel about the Schnees."

Blake sat up, and Ilia handed the Beretta back to her. "But…why?"

Ilia paused. "Do you remember the passage in the Bible about the scales falling from Paul's eyes? I suppose that happened to me. I saw what the White Fang was becoming, but I figured as long as you were still true to the cause, I could be too. Then you left."

"Why didn't you come with me?"

"No chance. Adam watched me like a hawk after that. I regained his confidence after Mountain Glenn, but he still suspected me. I think he's figured it out anyway. So my cover's blown." She helped Blake to her feet. "He wanted you alive, and there was no way in hell I was going to allow that to happen."

"Thank you, Ilia," Blake smiled.

The chameleon Faunus' skin shifted just slightly, the equivalent of a blush. "There's something I want to talk with you about, but this isn't the time."

"What's their plan?"

"Three teams. Corsac and Fennec will hit the Lodge soon. A second team will attack your mother and that Sun guy. The third was me."

"Adam?"

"No, he's in Lossiemouth, with Sienna." She motioned to the bodies. "Probably about thirty Faunus total in the assault. I had three, including myself."

"All right. Let's go." Blake started for her car. "I'm a Marine, which means I'm a rifleman first and a pilot second. Besides, my F-14's not much good against a ground assault, even if I could get there in time." She looked at Ilia. "Are you coming with me?"

Ilia looked back at Yuma and Trifa. "Yes," she said, and followed Blake to the car. Blake turned the key with one hand while she reached for her phone with the other. As they pulled out of the dock parking lot, she hit speed-dial for her mother. "Come on, Mom. Pick up."

Glasgow International Airport

Abbotsinch, Lower Scotland, Menagerie

19 June 2001

"That went pretty well," Sun said with a smile. "Don't you think so, Mrs. B?"

"Indeed!" she agreed. "Twenty more recruits. That doesn't surprise me, really. The cargo workers around here are their own clique. They've never really had much time for the White Fang, even when Ghira and I were running it." She stopped as they reached the parking lot. "You know, let's walk over to my hangar." She turned to the Gurkha with them. "Private Pun, would you mind following us at a bit of a distance?" He nodded and fell back a few paces.

As they walked across a deserted tarmac, Kali smiled at Sun. "So…how long have you been sleeping with my daughter, Captain Wukong?"

Sun nearly fell. Kali had said it casually, but there was an edge to the voice. He had been terrified of the father; now he wondered if the mother was the bigger threat. "Uh…Mrs. B, I'm not sure what you mean—"

"Oh, yes you do," she insisted, still with the sweet smile. "I heard the two of you the other night." She shook her head. "My poor Blake…always forgetting that these ears of mine are not just genetic engineering." An eyebrow arched. "Well, Captain?"

"Um…yes, Mrs. B. I…we…yes."

"I see. Is this a one-night stand affair or the beginning of a beautiful relationship?"

"I…uh…you'll have to ask Blake, Mrs. B."

"I see," she said again. "And what would you prefer, Captain Wukong?"

"Er…I hadn't really thought about it."

"Right then." She stopped. "Then I ask three things of you. First, that you be careful. Two, that you be discreet. And three…" Kali took one step forward. "…if you break her heart, you will learn why I was named for the Hindu goddess of death." She emphasized the last word. "Am I quite clear, Captain Wukong?"

"Yes, Mrs. B."

"Splendid!" She raised her voice. "And to the White Fang terrorists hiding in the shadows, you should come out of there immediately." She rolled her eyes. "Why are people always forgetting my ears?"

Royce stepped out of the shadows, along with another of his team. Both had guns drawn, and Sun cursed inwardly for not bringing his weapon. Private Pun unslung his SA80, but there were two on him. "Put the gun down!" Royce ordered him. The Gurkha did not move.

"Put it down," Kali told the Gurkha. "It's all right."

"I will not give up my weapon," Pun replied.

"Put it down or she dies," Royce said, leveling the pistol at Kali's head.

Kali stared at him. "Royce Williamson. Didn't you and Blake used to play together when you were little?" He blinked. "You had the biggest collection of Playmobils in Paisley." She leaned forward until her forehead was resting against the barrel. "Shoot me."

"I…" Royce's hand began to shake. "How…" They were all wearing their masks.

"I know your voice. Shoot me!" Kali snapped. "That's what you were ordered here to do! That's what Sienna wants!" She bared her teeth at him. "Shoot me!"

Pun still had the SA80 raised, but the two Faunus covering him were watching Kali and Royce. So was the wolf Faunus standing behind Sun. No one moved.

"I'm waiting," Kali said.

"I…oh, God." Royce lowered the pistol, his hands trembling. "I can't."

"Those are our orders!" the wolf yelled. "We have to!" Sun watched him. The wolf began to shift his pistol towards Kali, and Sun lashed out with his tail, grabbing the Faunus by the heel and pulling back. The wolf yelped, his pistol hand shot upwards, and Sun smoothly took it from him, leaping back. The other two White Fang hesitated, and without warning, a beefy pair of hands reached out and smashed one of them to the ground. Pan whirled, bringing up the SA80, and the last White Fang dropped his pistol and raised his hands. Royce saw what had happened, and threw his pistol on the tarmac. "I'm sorry, Mrs. Belladonna," he cried, tears running down his face. "I thought…I could…"

The wolf, who was still on the ground with Sun sticking his own pistol in his face, screamed at him. "You dumb shit! You were supposed to shoot her!"

Kali turned, shaking her head. "Sienna should have had better sense to send someone I didn't use to babysit. Or pick a place to attack where the ground crews couldn't still see us."

The owner of the large hands stepped out of the shadows, along with about twenty other Faunus, all dressed in overalls. "Mrs. Belladonna. Are you quite all right?" the foreman said. He was a bull Faunus, with long horns sticking out of his head.

"Fine, thank you. Call airport security and take these people into custody." Kali reached down and took off Royce's mask. "I'm glad you couldn't, Royce. What is going on?"

"We…" He slumped, beaten. "We were supposed to kill you. Sister Ilia will kidnap Blake, while the Albains lead an assault on the Lodge." He glanced at his watch. "It's probably already started."

"Is that all?"

"No…there's more." Royce sighed. "After the Lodge was destroyed, the White Fang were going to hit this airport with an airstrike." He pointed at the distant charter ramp. "To destroy your airliners, the ones you chartered to fly to Japan." He put his head in his hands. "Oh God, what have I done?"

"The right thing." Kali motioned to Pan. "Private, keep these people covered. You others, help the private and airport security when they get here. Captain Wukong, with me." She scooped up Royce's pistol and hurried towards the hangar they had been walking towards. Her phone rang as they ran. Kali reached into a pocket and snapped it open. "Oh, hello, Blake. Yes, darling, we're fine. Yes, they did attack us, but Royce led the assault." She paused, and even Sun could hear Blake's words about that. "The same. I suppose Sienna didn't know about your history with him." She quickly gave Blake a rundown on Royce's confession as they reached the hangar, and listened to Blake's hurried explanation of what had happened at the docks. She stuffed the pistol into the waistband of her skirt, cradled the phone on her shoulder, and withdrew her keys. "Don't worry about the airstrike, Blake dear. I've got that covered. I'll be sending Sun and Private Pan back to the Lodge presently. Yes, love you too, honey." She hung up and opened the door, then tossed the keys to Sun. "Get back to the car and get to the Lodge. Ghira will need your help. Blake's on the way."

"I thought that Ilia chick—"

"Turns out she's on our side." Kali shrugged and smiled. "Ilia's always had a crush on Blake. You may have competition."

"Does everyone like her?" Sun exclaimed.

"Well, she does take after her mother." She flipped on the lights. "I'll take care of the airstrike, Captain. Unfortunately, I only have the one aircraft."

Sun whistled. In the center of a hangar was a Folland Gnat, resplendent in gloss green and white. "I remember Blake mentioning you used to be a fighter pilot…"

"Being a fighter pilot is like being a mother, Sun," she said, using his first name for the first time. "You never quite stop." She shooed him off as she hit the button to open the hangar doors.