"What a surprising turn of events! A startlingly late change of plans from Team AWBN has their competitor withdraw, only to be replaced by their leader, crowd favorite Naruto Uzumaki! Normally we wouldn't allow this late a change, but with the recent incident and a few other things, along with permission from the other competitor Penny Polendina, we have decided to move forward with what is now the final match in the 40th Vytal Tournament!"

Naruto could hear Port clear as day through the speakers in the locker room as he double-checked his equipped gear, making sure that Tranquility was fully loaded before folding it up and stowing it on the mag-plate on his belt underneath his coat.

"Yes, indeed! This is going to be one for the history books, without a doubt, Peter! Mr Uzumaki, who possesses a rare Semblance that allows him to summon the departed souls of his foes, versus Ms Polendina, a Hunter-in-training who shows great potential in not only her capability with her rather unique weapons, but in physical and mental prowess as well. This is set to be a fight for the ages!"

Cadejo looked up at him as he sheathed Crocea Mors, and he ran his hand through the thick fur atop the wolf. Oobleck and Port were both adept at handling crowds, that was for sure. Neither had mentioned Pyrrha by name, if just to help save a shred of her image, and they were doing an excellent job of hyping up the match, making it more exciting than what he suspected many of the audience thought it was going to be.

Now, though, Naruto shed his mind of excess thoughts. There was no time to be concerned with useless information.

Penny was tough. Possibly stronger than Pyrrha, though now that he was taking her place that question wouldn't be answered any time soon.

Her weapons were unique, Oobleck was right. A series of blades attached to what looked to be razor-sharp cables. They were going to be a right nuisance to deal with, especially on a larger scale, and when he was without many of his abilities. Ferrokinesis was one option, a stealthy approach, but still somewhat noticeable. On the opposite side, he could completely do away with subtlety and go all out with his semblance, but there were so many negatives associated with that plan that he just ignored that part of his brain.

Or he could just try to overwhelm her with a barrage of attacks and hope he could hit hard enough to break through her defense.

"You ready, boy?" Naruto asked, and Cadejo let out a confirmatory bark, tongue lolling out of his mouth.

Reaching into his inventory, Naruto withdrew his final Greater Soul Orb, tossing it to the wolf. "Hold onto it. It'll be a great way to rile the audience up."

Cadejo was more than happy to have a glowing ball in his mouth as if he'd just played a game of fetch, tail wagging back and forth.

"And so, without further ado, join us in welcoming our finalists of the 40th Vytal Tournament!"

Naruto stepped onto the field, Cadejo in tow, and found himself deafened by the cheering of the crowd.

"I do hope we can have a good match, Friend Naruto!" Penny said with a smile, and Naruto found her enthusiasm infectious.

"Same here, Penny. Don't hold back now."

"The final match will begin in 3! 2! 1!"


Naruto had been expecting the cabled-swords. He'd been expecting a difficult fight. He hadn't been expecting the sheer effectiveness that Penny could wield her weapons with.

They came in at all different angles, two or more at a time, practically guaranteeing him unable to block the strikes.

All the while she kept Cadejo on his paws, making the wolf unable to perform any kind of attack as he narrowly avoided the consistent blows.

Naruto contemplated bringing out the rest of his Bound Souls, but he wasn't entirely sure how much help it would be. Penny had plenty of weapons to deal with them all, or so it seemed.

Then again, they weren't doing any good unsummoned. There wasn't really a good argument against bringing them forth. He just needed a small break from the onslaught to do so, something Penny seemed to realize.

She wasn't going to give him a moment to himself, he realized, and that meant he was going to have to make one for himself.

He hoped this would work.

Naruto locked eyes with Penny, and for a single second Penny froze, eyes widening as she struggled to move, before rapidly breaking free of the control Naruto had for all but a single moment.

He'd already used that time to break free of her onslaught and bring forth his summons, all of them forming from the mist that floated free of his shadow.

Alcmena, Callisto, Ouroboros, Ishara and Freyja emerged from the gaseous darkness, and Cadejo took the opportunity to bite down on the orb, cracking it between his jaws.

The wolf glowed a brilliant white as he grew larger, plates growing spikes as his size increased, fangs lengthening.

Nine slightly smaller copies of the wolf appeared as well, spiky plating and sharpened fangs bared at their opponent.

The audience, once silent, now burst forth into cheers, the noise hitting him like water from a busted dam.

He couldn't help but smile.

The atmosphere was infectious, the crowd's cheering egging him on to strive to win. He could understand why Pyrrha found this to be so exhilarating, why she'd spent much of her life in these kinds of competitions.

Penny launched forwards, slingshotting from her blades and snapping Naruto out of his momentary stardom as he deflected her off the side of his shield, before immediately having to duck and then leap sideways to avoid a few of the blades that followed their wielder.

Callisto took a swing as Penny passed by, but Penny was already moving past, out of the range of any of Naruto's summons except for Alcmena, who took to the skies and sent a barrage of bronze feathers down, and yet Penny avoided them, her blades either deflecting the projectiles or sticking into them, launching the girl around like she was a yo-yo doing tricks.

Naruto found himself struggling to keep up with her rapid movements and seemingly random angles of attack. If it wasn't for his boosted reaction time, he wouldn't be able to deflect the strikes as he was now, albeit narrowly.

He'd already tried to freeze Penny in place once, and it had worked, but there was no guarantee that it'd work again, even if he did manage to lock eyes with his combatant. Penny had learned not to give him any kind of edge, and he respected that.

None of his summons could keep up with her, but at the same time, Penny appeared to be unwilling to take a solid attempt at one of them, almost as if she thought they were real animals that might die if she landed a hit.

To be fair, Naruto had to assume that they would simply become unsummoned after enough punishment, but Penny didn't know that.

It gave him an advantage, however minor, and from the looks of things, that was going to be only a droplet in a drought so to speak. He was going to need a plan, a proper, well-thought-out plan of attack that would lead him as close to victory as he could pull.

A shame he couldn't come up with one at the moment.

Penny passed his guard, a blade finding its way underneath his guard and hooking into his chest, Aura flaring as it lifted him up, sending him backwards through the air.

She was quick to take advantage of that, sending another blade to meet him mid-air, but a quick spin had him place his shield in position to take the brunt of the weapon as he hit the ground, a Rolling Recovery bringing him back to his feet.

He felt himself slide backwards even still, Callisto holding out a paw to halt his unintended retreat.

Penny came to a halt at the opposite end of the field, blades realigning themselves behind her.

Even after everything that had happened, he was enjoying this. Call it a guilty pleasure, or whatever, he wasn't going to lose. No matter what it took. He owed his team that much.

"You are an excellent fighter, Friend Naruto. You are able to keep up with my attacks," Penny remarked, and Naruto took the moment to take a breath.

"Barely," He replied. "You've got me on the defensive."

"Then if you don't mind, let us take it up a notch, as my father says."

It was at this point that the laser fire began.


At this point, Naruto was wondering why he hadn't expected Penny's swords to also be guns.

Frankly, in this world of 'also-a-gun', expecting anything less was just a bout of ill-preparedness showing itself.

Of course, the fact that they fired what appeared to be superheated green plasma instead of standard rounds meant that the energy displacement on his shield still cooked the flesh underneath, and if it wasn't for his over-abundance of Aura he would have definitely had to have given up at this point. He was nowhere near as nimble as Pyrrha, even now, there was no way he was going to be able to weave in and out of this barrage of very calculated fire.

He could move, though, and that was what he did, shield still taking the brunt of the burning weapons-fire, heart pumping as he began to close in on Penny, his rounded angle of approach doing little to avoid the projectiles.

It was better than blindly charging at her, but only just.

He could feel Cadejo approaching from the opposite angle, pack in tow, Callisto and Ishara following closely behind, Freyja and Ouroboros taking the direct approach, and Alcmena swooping in from above.

This was their consolidated attack. It had to work.

He could see through the eyes of all his summons at once, his vision becoming both confusing and yet oh-so-clear at the same time, and he let the information flow into his mind.

Penny had more than one floating blade-turret, and she had let go of any preconceived notions of potentially hurting any of his Bound Souls, opening fire on all of them.

It gave Naruto more room to maneuver, though. Crocea Mors in hand, Naruto threw his shield, the metallic object taking a blast that sent it flying, and he ducked under the next, sword arcing up to strike Penny in the ribcage.

He hit hard, taking nearly forty percent of her Aura in the one attack, but it had cost him a significant amount, his own Aura hovering around fifty percent.

And he'd lost Alcmena, Ishara, Ouroboros and Callisto in the hail of plasma fire, the summons having returned to wherever it was they stayed inside his soul.

Not to mention the fact that Penny had just shot back inside his guard and delivered a punishing strike that he only just managed to put his sword in front of, driving him to his knees as he slid backwards, wind knocked out of his lungs.

Penny was using her swords like a jetpack, the plasma acting as a kind of propulsion. Any other time Naruto would have thought that amazing, but he was somewhat preoccupied.

A stray bolt of plasma hit Freyja, immediately disintegrating her into smoke, and Naruto swore under his breath as he staggered to his feet, looking around for his shield.

Another concentrated burst of plasma took out half of Cadejo's remaining pack, leaving the wolf with only two clones, fangs bared.

His shield wasn't close, but Cadejo was already on it, scooping it up in his mouth and bounding over to Naruto as another burst took out the rest of his pack.

The wolf didn't make it, a blast hitting him in the side, but the shield had traveled far enough that Naruto leaped for it, threading his arm through the straps as he rolled, arm coming up just in time to take the final blast that was supposed to eliminate him from the competition.

He had no more Bound Souls to bring out to assist him, and bringing out Electrus or Platinus would raise far too many questions.

It was just him versus Penny. A match that would go down in history, no doubt.

Then, the atmosphere itself changed. Sixth Sense triggered, and he didn't know why. No attack was coming, as far as he was aware, and all Penny's swords had hit the ground at once, the clattering of metal on tile loud.

He peeked out from behind his shield at his opponent, whose head was pointed at the ground.

"Penny? You good?" He asked, somewhat worried for his friend. This could be a trick, something to throw him off, but he didn't think so. She already had the upper-hand, there wasn't all that much of a point. Still, he wasn't going to throw down his weapons and rush to her side.

"Penny?" He asked again, and this time he did get a response.

Red eyes stared at him. "Designation P.E.N.N.Y offline. Remote function active. Eliminate hostiles."

Well, that didn't make a lick of sense to Naruto.

Of course, despite Penny's sudden personality-change, which Naruto would figure out at a later point in time, she still seemed to be capable of combat, as all of her swords lifted off the ground and began to spin in place, a ball of glowing green plasma growing in size in the center of the orbiting weapons.

Naruto definitely did not want to be standing where he was at that moment, and he realized that not a moment too soon as he leaped sideways, a veritable torrent of plasma effectively wiping out anything where he had been standing just a moment ago, the smell of burning ozone wafting through the air.

There was absolutely no doubt that would have destroyed his Aura and left anybody but him with severe injuries.

"Penny, what was that! You could've killed someone!" Naruto shouted, concern etched into his rapidly paling face as Penny rounded on him, another beam charging.

"Designation P.E.N.N.Y offline. Remote function active. Eliminate hostiles," Penny repeated, before letting loose another blast.

Naruto couldn't avoid this one, instead raising his shield and activating Enduring, the buff to his Endurance proving to be the only reason he wasn't practically liquefied as his Aura shattered under the intense power and heat of the plasma beam.

"And with that, Penny Polendina is victorious with a powerful attack that Naruto Uzumaki is unable to defend from! Congratulations to our 40th Vytal Tournament victor Penny Polend-"

Port never got the chance to finish congratulating Penny as she opened fire again.

Naruto had no choice but to Flash Step out of the way, landing in a slide as he tried his best to avoid the fourth beam that missed him by a hair's breadth.

"Ms Polendina, stand down!" Port shouted into the microphone, and Naruto could see the Atlesian Knights stepping forward to arrest Penny.

He had to admit he was very confused when they aimed their guns at him, and then he was very concerned when they squeezed down on the triggers, rounds hitting his shield with a staccato rhythm as he hid underneath it, trying to keep his limbs out of the way.

"What!? What is happening?" Oobleck questioned, standing up from his chair in the commentator's box, concern etched into his face.

The audience were no different, all standing and murmuring.

Glances were swapped, and eyes met the Atlesian Knights that stood guard around the entrances to the arena.

Those glances became stares of panic and fear as the guns raised towards the civilians.

The stares became wide-eyed expressions of fear as the audience began to scream in one, loud torrent of voices that drowned out the sounds of gunfire as the robotic soldiers opened fire.

And, to top it all off, what looked to be an Elder Nevermore landed on top of the arena, and promptly passed through the now non-existent shield that was supposed to prevent aerial Grimm from entering the stadium.

As the final little decoration to the fear, panic and terror sundae, Naruto found himself moments away from being hit by another superheated plasma beam courtesy of Penny.


Ensign Brunswick was not having a very good day.

This was, in part, to the fact that he was bleeding out on the ground of the ship he served on, the Daedalus, with a rather deep stab wound in his side that refused to stop leaking his vital blood that he needed to live.

A rather crucial part of living, in fact.

He'd thought the new Ensign was attractive, if a little short. She'd shown up out of nowhere with orders from above to be taken to the bridge, and he'd been placed as her escort.

He'd thought that to be a blessing, and despite the fact that the pink-and-brown haired Ensign didn't seem to speak, he still tried to make pleasant small-talk.

She put a blade into him the very moment they stepped onto the bridge.

He was pretty sure he was the only survivor of her wrath. Dust, the Captain had been decapitated. It was definitely a grisly sight.

"Ah, it's good to be back!" A voice exclaimed, and Ensign Brunswick twisted, face contorting in agony as he saw the short murderer letting their top prisoner out of his cell in the brig, Roman Torchwick stepping out into the light and taking his hat and cane, as offered by the woman who had brutalized an entire Atlesian bridge crew.

Brunswick had no feeling in his left arm, but his right grasped the grip of his spare pistol, his father's pistol. It was old, given to him by his father when he enlisted. He was going to die here, with no one to pass it onto, but he would be damned if he was going to go without a fight.

The moment Torchwick stepped into view, Ensign Brunswick lifted the handgun and squeezed the trigger, letting out a shout of agony and rage as he did so.

The handgun clicked, jammed. Brunswick's eyes widened.

"Tch. You missed one, Neo."

The last thing Ensign Brunswick ever saw was the end of a cane, and a bright light.


Tully Mustang was a mother of three, a wife of one, and a well-known baker, who ran Tully's Bakery in downtown Vale, where her clientele were as varied as they were friendly. She knew all of them by name, knew their favorite order, and usually what they were up to on any given day.

She always ran a baked goods stall whenever the Vytal Tournament was on in Vale, and when it wasn't, she hosted a viewing party, fully catered, and completely open to the public.

She, like many of Vale's people, didn't exactly like that her view of the horizon was obstructed by Atlesian aircraft, but she understood it was necessary, like many of the things people had to do in this world.

Her eldest son was a doctor, now, he'd just finished his studies at medical school. Her youngest daughter was at Signal, training to help people. Her middle son was training to be an engineer, to follow in his father's footsteps.

Tully was happy. She had a loving family, many friends, and she tried her best to help the community in whatever way she could.

She was repaid for all of this by a rifle bullet that punctured through her back, cutting through her spine and exiting through her ribs, straight through the left lung.

She was left bleeding on the floor, drowning in her own blood, unable to move.

The White Fang soldier that had fired the bullet paid her no mind as they moved onto the next target in what could only be described as a field of civilians.

To the White Fang, it was a target-rich environment.


Doctor Siniy was not a Valean native, instead hailing from a small town east of Mantle.

She had moved to Vale at the age of sixteen, in order to follow her dreams and become a doctor.

Now, at the age of forty-three, she ran her own emergency clinic in the downtown district of Vale, where the only thing that truly made her stand out was not her accent, but her skill with all sorts of medical emergencies.

She had seen stabbings, blunt-force trauma, car accidents, concussions, gunshot wounds, and a whole variety of interesting injuries.

She'd seen the aftermath of Grimm attacks. She'd seen those who'd survived, and those who hadn't.

She'd never seen a Grimm personally until today.

An Ursa, bigger than a truck, took her head into its mouth, and bit down, before moving on to her patients.


Pyrrha, Blake and Weiss stared in shock at the display on the screen ahead of them, as did many of the other clients of the small cafe they were sat inside.

Penny had started trying to kill Naruto, as had the Atlesian Knights.

Other robotic soldiers had turned on civilians.

They were on their feet in a flash, drinks left abandoned as they went to help their friends.

Of course, stepping out onto the street, they realized that getting to the stadium was going to be a bit more complicated.

"Hostiles spotted. Opening fire," One of the Atlesian Knights said, robotic voice joining the chorus of other noises as it and the squad behind it rotated and opened fire on the three members of AWBN.

Pyrrha was instantly in front, her two teammates behind her as her bronze shield took the brunt of the rounds that hit it.

There was a single break in the gunfire and Blake and Weiss moved, a twin trail of glyphs curving around as the two launched forwards, propelled along, blades glinting in the evening light as they cut through the metallic enemies in front of them.

The ones they'd missed soon found themselves missing important parts as Pyrrha pushed her way through to rejoin her team.

"We need to get to Beacon!" Weiss shouted over the noise of what had once been a peaceful Valean street. "They'll need help with the evacuation, and it's where the White Fang are headed!"

Pyrrha and Blake couldn't help but agree, if for differing reasons.

"We'll need to move now, then!" Pyrrha replied in kind.

Blake and Weiss shared a single glance, before the group's attention was taken by the form of a gigantic robot bursting through a nearby wall, gleaming chrome shining through the dust and smoke, the menacing red glint of the Paladin almost egging the three on.

"Why is it always robots?"


Naruto had a single moment to think, less than a second.

It was either reveal his abilities, or die.

The beam hit his Mana Field, punching through layer after layer, until it hit the Mana Shield underneath, Naruto straining against the pure energy of the plasma beam.

He couldn't move, every single fiber of his being straining against this unending onslaught of heat and energy, and he held tight, forcing every bit of Mana he could into the small shield that was the only thing between him and certain death.

All around him were other students, both on the field and in the stands, trying their best to destroy anything that threatened the safety of the civilians.

The Nevermore was under assault from all of SSSN and CFVY, and other teams were scattered, trying to deal with the Atlesian Knights that were firing into crowds with indiscriminate intent.

Naruto let out a shout that soon turned into a roar, his voice thundering across the entirety of Vytal as he took a step forward.

And another.

His shield braced, Mana Shield in front of it, the plane of Mana barely holding on as the plasma began to weaken, Naruto began to increase his pace.

Then the intensity of the plasma doubled, and Naruto was driven to one knee as his Mana Shield cracked underneath the onslaught.

He could feel the skin on his hands and arms bubbling, his HP beginning to steadily decrease.

It was agony, still, and yet all Naruto could do was scream in rage.

And then, all in a single moment, the onslaught ended with the sound of a sniper rifle firing.

Penny fell, a hole in her head, sparks flying as she and all her blades hit the ground.

Naruto hit the ground too, legs too weak to hold him up, even as his injuries began to heal.

Ruby skidded to a stop next to him, hefting one of his arms over her shoulder and lifting.

She struggled underneath Naruto's weight for a moment, before he found his own legs finally operating, feet planted on the tiles.

"Naruto!" Ruby sobbed, tears streaming down her face, the barrel of Crescent Rose still smoking.

There was so much happening around them, Naruto was spinning.

Penny lay dead on the floor, as did so many civilians, so many students.

Atlesian Knights still remained, slowly being eliminated by the remaining fighters.

Bullheads were flying in from above, some to evacuate survivors, and yet others dropping off Grimm and White Fang soldiers.

The sounds of war echoed from all around.

For once, Naruto was completely lost.

Emotion threatened to overwhelm him.

And then, in a single moment, it was all removed from his mind as System Mind swept it all away.

"Ruby, go help those who need it! We need to evacuate everyone off of Vytal!" He spoke, his voice authoritative.

"What about Penny?!" Ruby let out amidst another sob, though already her voice was steeling, her eyes hardening.

Naruto spared the dead girl a glance. "I'm going to try something. I don't know if it will work, but I have to try. Something went wrong, something took control of her. She's a robot."

Ruby nodded, one hand wiping the tears from her eyes. "I know. Please, Naruto. Try."

With that, Ruby rushed off, a trail of petals in her wake, Crescent Rose's blade entering and exiting an Ursa in a single movement.

Naruto slid to his knees next to Penny, his hands coming to rest on her chest.

"Come on System, don't fail me now."

Naruto closed his eyes, and focused everything he had.

Penny did not stir. Penny did not wake up, nor reactivate.

But when Naruto removed his hands, a glowing green orb sat in them, throbbing slowly, almost like a heart.

[Steel Puppet's Soul Orb]

It was all he could do.


Yang's fist met White Fang mask as she sent the man flying, cheap mask cracking underneath the punishment she'd dealt.

"Get out of our school!" Yang shouted, delivering a crushing blow to the stomach of another White Fang soldier, before expending a shotgun shell on a nearby Atlesian Knight.

"Yeah! Get your own!" Nora shouted as her hammer broke the entire ribcage of a White Fang soldier, launching him into another in a tangle of limbs.

One of Ren's blades cut through a Beowolf that had gotten behind the two, cutting it down. "I don't think that's what they're after, Nora."

"What the hell are Atlas doing? Why aren't they shutting down their robots?" Yang asked, looking to her teammates.

Ren pointed, and both Yang and Nora looked where he was pointing.

The three watched as the Daedalus turned and opened fire on the Iapyx, sending it smoking into the Icarus as the two aircraft began to plummet towards the ground, smoke, fire and sparks in their trail.

Razorbacks fled from the respective corvettes, as well as some from the Daedalus, splintering off and heading for different locations.

"What's the bet that the Daedalus isn't under Atlas control?" Yang questioned, turning to her friends.

"No bet, kiddo," Qrow remarked as he approached, Harbinger in hand, Goodwitch in tow. "We're headed into the city. Stay sharp, don't let anyone get the best of you. Vale's evacuating everyone they can to Patch, we're trying to get Bullheads up to Vytal. I need you three to grab who you can and take back the landing strip.

Yang nodded, as did Ren and Nora, but the blonde quickly grabbed her uncle by the wrist. "Qrow, what happened? Everything just went crazy!"

Qrow shook his head. "Don't have time, kiddo. Do as I say."

"But Ruby and Naruto were up on Vytal!" Yang exclaimed.

"They'll be fine. Ruby knows how to handle herself, and from what I've seen of the Naruto kid, he seems like a competent fighter. Vytal isn't the worst place to be right now, they'll be fine. It's Vale that needs the help."

"Qrow…" Goodwitch spoke up, staring into the sky.

The rest of the assembled group looked up, mouths agape.

Vytal was falling.