Happy Star Wars month everybody! I love this month more than the month of my birthday and Christmas more than anything. Why? Because it's the month when the six Star Wars movies came out in 1977, 1980, 1983, 1999, 2002 and 2005. Seriously, Disney should have released their Star Wars movies on this month instead of December.

Anyway, last time the imperial invasion of Remnant had officially begun, with a few things staying to canon, but I can assure you all that there is a big surprise this chapter. Now, for those of you wondering how the Rebellion will be getting involved in this battle, you'll have read and see.

Alright onto the reviews.

Monster King: Thanks.

54godamora: Sounds to extreme for Star Wars and RWBY. However, I can assure you and everyone else that Cinder will die when it's time. Her death will be all the sweeter to write down the road.

Luffy L Deathwalker: Penny isn't dead. Now, Ruby becoming a Jedi, that will happen, but it isn't her destiny to destroy Sidious or the Empire. But that doesn't mean she won't help the Rebellion out whenever she can. You really think she'll destroy Salem?

Darth Cody: Thank you.

Jack Smith1: Thanks for the condolences. Trust me, the Empire will suffer loses, especially to their elite forces.

Spartan-626: That it has, that it has.

The Guest Galen Marek: Thanks, and you'll have to wait and see.

Ok, let's get started and before I forget, I went back and changed the designations for the RWBY versions of the F14, F22, F35 and F15, to avoid any of you thinking that fighter pilots are piloting the Grimm.

Disclaimers are the same as before, please enjoy.

Chapter 39: The Battle Begins

Panic and fear gripped the kingdom as civilians ran away from the hordes of Grimm. AK-200's in the fairgrounds fired at the Grimm as a Vendor hid behind his stall as an Ursa ran past. Several Nevermore's flew across the sky, one of them carrying Roy Stallion in it's talons. Blake, Weiss, Arthur and Rose along with Rex and his brothers from the 501st soon started to attack the incoming Grimm as Imperial Dropships flew overhead towards Beacon. "Yang! The Empire is heading to Beacon!" Blake shouted into her scroll.

"I know! Ahsoka and I can handle them for the moment, but the White Fang are releasing Grimm into the school! We need some back up!" Yang exclaimed from the other side of the Scroll, much to Blake's alarm. A Grimm growled on the other side of the call and Yang was forced to end the call.

"Rex! We need to get to the School!" Rose shouted, bashing the head of a Beowolf in with her rifle while Arthur slashed another Grimm, an Ursa across the chest.

"You four go on ahead! We'll hold off the enemy here!" Rex called out, ducking down to avoid a pair of claws that would have taken his head off. "Protecting the people comes first!" he added, firing his pistols at the Grimm. The others nodded and headed for the school.

The air force was quick to scramble their Dagger's and Strike Dagger's, but many of the pilots were either killed on takeoff by Imperial soldiers who disguised themselves as ground crews or when their planes exploded the moment, they powered them up, including Stingray, Whipray, Sawfish and Bolter along with the Windhover and Avalanche squadrons while several airbases were captured quickly by the Imperial ground forces and took the personal prisoner.

Not all the airbases fell to the Empire, Colonel Bishop and Guts along with the Mage, Golem, Gargoyle, Skeleton, Strider and Cyclops squadrons, with the help of troopers from the 332nd armored legion and Galactic Marines were able to fend off the Empire and launch their planes despite the lose of many of their fellow pilots.

Meanwhile, one and a half miles off the coast of Vale, a specially modified cargo ship dropped anchor as its central cargo hatch opened up and on the elevator was a white and red colored F-20, which upon being hooked to the catapult, rocketed into the air. Following it were three more F-20's with the same color, an F14 with black nose stripes and tailfins and two F4's with three-tone green, brown and grey camouflage. All seven aircraft were armed to the teeth with air-to-air missiles and their guns were fully loaded. In the lead F-20, the pilot looked towards the skies in the distance, a look of determination in their eyes as they and the others pushed their planes engines to full power and sped towards the city.

As this was going on, the Galm Team, Garuda Team and their allies stood frozen as disguised imperial stormtroopers trained their blasters on both the pilots and ground crews. "By order of his eminence, Emperor Palpatine, everyone at this airbase is hereby under arrest for supporting the rebellion and harboring Jedi fugitives. Surrender and die!" the lead Stormtrooper demanded.

Rick and Neo looked to each other with a smirk, as did Sarah and her own team. "Uh, excuse me, sir, don't you mean 'Surrender, or die'?!" she asked. The troopers looked to each other in confusion before Neo slammed her fists into the soldier's head, grabbing their blaster rifle as Sarah and her team drew their pistols and open fired on the imperial troopers. "Let's go people! Let's kick some ass!" Neo shouted to the others before firing her new weapon at the imperial troopers, taking cover by several crates as Rick leapt in with his lightsabers active.

"Jedi! Blast them!" one of the troopers shouted, only to be cut down by Ricks blades. A fire had been lit inside Trigger's soul as he cut through the imperial forces with little effort. His blue and green blades slashed the enemy to ribbons, while the others shot at them. Alice launched the last of her explosive projectiles, killing the last of the troopers and allowing the ground crews were quick to pick up the fallen blaster rifles, as did Pixy, Cipher, PJ and Dante.

"Get those planes refueled and rearmed! We'll keep the enemy at bay!" Neo shouted, grabbing Ricks primary weapon and opened fire on multiple Grimm coming down the tarmac. Bullets and blaster bolts streaked towards the large Grimm horde, which was hungry for blood.

Back in the colosseum, the Nevermore screeched as it continued to weaken the force field that was keeping it from getting in as civilians run past a shocked and saddened Ruby who was on her knees with her head down. Pyrrha on the other hand, looked towards the creature of Grimm with an expression of pure anger that she kept under control while Jaune and the rest of her team watch in horror as Nevermore finally broke through the barrier, hungry for a meal. Wasting no time, Jaune jumped over the stands and into the arena, drawing his blaster pistol and fired off several shots at the Nevermore, most of which missed the creature while those that did only managed to piss the creature off.

The now pissed off Nevermore landed on the arena floor and the force from the landing knocked back Pyrrha, Jaune and Penny's body before it was knocked back by a red, twirling blur of roses and a blue blade which stabbed into the Nevermore, revealing Ruby with her lightsaber active and a determined look in her eyes. "Leave her alone!" she shouted with an angered yet determined expression on her face, pointing her lightsaber at the Nevermore, which rose up and circled the arena before lunging back down. Holding her lightsaber defensively, Ruby was ready to take another swing at the creature when all of sudden the Nevermore was pinned down by several dozen floating swords, causing the creature to screech out in pain before it went into unconsciousness. To everyone's surprise, the swords belonged to Penny who by some luck was still alive. "Penny!? How are you not dead!?" she asked.

"The individual who shot me managed to miss my critical systems. Apparently, Stormtroopers don't have very good accuracy, even when using a sniper rifle." Penny replied as if nothing even happened to her.

Ruby was quick to shed tears of joy and relief that Penny wasn't dead as Nora, Ren, Yatushashi, Coco, Scarlet, Sage, Neptune, Sun, Coco, Velvet, Fox, Flynt, Neon, Arslan, Bolin, Reese, Rose and Nadir called their RPL's and collected their weapons as the Nevermore started to get back up. The students were ready to fight the creature when to everyone's surprise, Galen leapt over and landed on the creatures back, plunging his lightsabers into it, causing the creature to screech in pain before Galen sent a torrent of lightning into the creature's body, weakening it and allowing Arslan to use her rope dart to swing down, grab Yatushashi from the ground and carried him upward while Sage leapt into the air and Nora ran up to the creature's head with her hammer at the ready.

Both swordsmen brought their blades down onto the Nevermores neck, decapitating it and causing his head to land near Ruby and Penny, before it dissipated into black particles. Pyrrha, who's anger was slowly vanishing looked upwards as an Imperial Star Destroyer flew overhead. "Cinder did all this. Why, why would she do this?" she asked.

"I don't know," Jaune began, placing a reassuring hand on Pyrrha's shoulder. "But we have to make sure they don't get away with this. We have to stop them." he added. Just then, three imperial dropships landed around the arena and the students were quickly surrounded by three squadrons of Stormtroopers who trained their blasters on the students.

"Freeze! Drop your weapons and surrender!" the commander of the Stormtroopers demanded. Jaune, Galen and Ruby looked to each other with Ruby handing her lightsaber to Jaune while Galen handed Ruby his green lightsaber. All three looked to each other and nodded before the two force sensitive students igniting their lightsabers. "Jedi! Open fire!" the commander shouted.

Ruby and Galen quickly dashed towards the imperial troopers while Jaune and Pyrrha raised their shields, covering the other students who lacked any kind of weapons to deal with the Imperial soldiers, except for Ren, Nora, Coco, Velvet, Fox and Yatushashi who didn't waste time in laying down covering fire for the other students. A barrage of blue blaster fire streaked toward the imperial troopers, taking down some of the troopers while Galen and Ruby slashed at the enemy troopers, cutting them down without any hesitation.

Galen sliced the arm off of one imperial trooper, before electrocuting several troopers with a powerful blast of Force Lighting and then pulling one trooper towards him and impaling them right through the chest, sending the body flying back into several other troopers, knocking them down to the ground before a grenade from Nora was lobbed towards the downed troopers, killing them.

Ruby blocked blaster fire back towards the shooters, killing them before she used her semblance and got in close to the enemy, slashing them horizontally across the chest, killing them. She soon sensed an impending attack and dodged the fire from a sniper, the same sniper who almost killed Penny who was no doubt trying to redeem themselves for their failure. Rather then take out Crescent Rose 2.0 or her actual weapon, Ruby held her place and waited for the sniper to fire before a timed block sent the blaster bolt back at the sniper, killing them and sending them falling to their death, screaming before they hit the ground.

"We need to get to the ground! The others are going to need some help!" Galen shouted, slashing the last of the imperial soldiers before he turned to the others. "Everybody, pick up a blaster rifle! You're going to need it." He added just as a swarm of Griffon's scooped in and was about to attack before a gunshot scared the creature of Grimm away.

The source of the shot was Professor Port, holding his Blunderbuss/Axe in rifle mode while Oobleck held his flamethrower in its club form. "Students! I think it would be best for you to leave." Port stated. Ruby was about to protest, when Doctor Oobleck stated that this day would go down in Remnant's history and he would prefer it if his students would live to tell about it. Ruby nodded at the doctor's head as the other students picked up a blaster rifle before heading to the exits while the two teachers stayed behind to contend with the Grimm.

The invasion however, was still continuing as imperial dropships descended into the city, unloading troops and vehicles which quickly began to engage the Vale military. Civilians drove their cars like crazy in an effort to get away from the violence, some of which were crushed when massive AT-ATs moved through the city, blasting everything that got in their path regardless of whether it was affiliated with the military or not while AT-ST's, APC's and tanks moved towards Beacon.

Back at the base used by the clones and former White Fang members, ARC fighters, Y-Wings, Z-95's, V-Wings, LAAT's and the new hellcats were scrambling into the air as Plo hurried towards his fighter just as Master Fisto joined up beside him. "Master Plo, enemy starships are continuing to spill out of hyperspace. Our cruisers are moving to engage them, but they'll need help." He explained.

"I'll assume command of the space forces, Master Fisto, take Aayla, Serra and Zett and assist in the evacuation of the civilians." Plo instructed, climbing into the cockpit of his Delta 7, as did Kit into the cockpit of his Delta 7B. "May the Force be with you." He said to his fellow Jedi as his cockpit closed and his fighters' engines powered up. Kit's fighter also powered up and both headed into battle, followed by dozens of allied fighters heading towards either the kingdom or space.

Tukson and the other former White Fang members finished placing on their new modified version of the Phase II armor, checked their weapons before climbing into the cockpits of the dozens of newer Hellcat fighters, many of which were loaded with bombs while the others were armed only with their guns and carrying the buggies underneath them via a tractor beam. "It's time to show Adam the real White Fang and that we will not allow him to determine our future." He stated with determination, climbing into the cockpit of one of the Hellcats before it too along with the others rocketed towards the city. Just seconds after the Hellcats took off, Tukson and the former White Fang allies were contacted by Fulcrum, who told them that the High Leader of the White Fang was wishing for their success. Hearing that, made Tukson more determined to succeed in his effort to protect the kingdom, especially when the Gelb Team formed up on their wing.

As the defenders of the kingdom headed into battle, Rick, Neo, Pixy, Cipher, Team SDOW and Alice were up to their necks in Grimm as the horde they were combating increased with each creature they killed and they were starting to run out of ammo. Just when they thought they were done for, a formation of V-Wings, led by Sedyn swooped in strafing the creatures of Grimm with their cannons and clearing the runway of Grimm just as their fighters were confirmed to be armed and ready.

Handing Rick his weapon back, Neo climbed into the cockpit of her Strike Dagger as did KT who secured herself in the astromech slot. The others climbed into the cockpits of their own fighters along with their copilots as radio chatter from other pilots came through.

(Invasion of Gracemeria starts)

"They took out Founders Bridge!"

"Who's attacking?"

"What the hell is going on!?"

"Control, get the rest of those planes up now!"

"I want a damage assessment now!"

"We've taken extensive damage from those bombers as well as a number of civilian casualties!"

"What's going on with the bombers? We can't hold for much longer!"

"Sounds bad out there, Rick. Real bad." Neo said to her brother.

There was a brief silence before Rick finally responded. "Then let's show these bastards what happens when you barge into someone else's home." Rick replied over the radio. Neo smiled and smirked under her flight mask, just as the tower granted them clearance for takeoff. All twelve planes rocketed into the air before forming up in three sets of four plane squadrons as a new voice came over the radio.

"Airborne Warning and Control System Ghost Eye to all incoming planes. The situation has not been ascertained. Follow your individual instructions." The AWACS radioed.

"Ghost Eye, this is Garuda 2. Enemies are the Galactic Empire. I say again, enemies are the Galactic Empire. Hamilton is an imperial agent and Cinder Fall is behind the Grimm attack!" Neo radioed.

"Roger Garuda 2. Garuda Team, Galm Team, get yourselves over the city and engage enemy forces. Mobius 1, Crow 3, Heartbreak 1 and unknown SE-29, provide cover the evacuating civilian transports. Team SDOW, take out the enemy transports before they can land, Warlock, Quox, Steel Gunner, Barracuda, Gavial and Grizzly battalions are taking a beating from the enemy armor and clone armor is on-route now, give them cover until the new Hellcats arrive. Sending IFF data now, don't shoot them down." Ghost replied and instructed.

"Galm 1, roger that. Garuda Team, lets get moving. May the gods smile upon us." Cipher said, banking in the direction of Beacon followed by Pixy, Rick and Neo as the other pilots went towards their own objectives. "Tally ho on enemy fighters. Confirming White Fang F4's and SE-21's along with imperial fighters. They were kind enough to set the table, lets show our hospitality." He said with a smirk, picked out an enemy fighter and went in for a gun run. His twin hybrid cannons roared to life as blue lasers peppered an enemy F4 which exploded in mid-air and taking the formation by surprise. The other craft broke off in evasive maneuvers just as multiple F5's appeared, marked as friendly on radar. "Don't tell me the White Fang are using F5's now?" he asked.

"Not in the slightest, pilot boy. We're just lending a hand to a guy our boss owes a debt too." One of the F5 pilots replied, pulling up alongside Trigger who took notice of the allied planes black and red paint job. "Hey, Trigger! Sorry if the boss man isn't up here with us, but he's down below with the girls kicking ass. Hope you understand, but he did call for some back up!" the pilot exclaimed as the four F20's, two allied F4's and single F14 arrived.

"Yep, these guys are on our side. As are the new planes. Isn't that right, Aunt Robyn?" Trigger confirmed.

"You know it kiddo. Like we were going to miss this party." Robyn replied from the lead F-20 before she instructed the other pilots. "Greg, Boris, Mickey, go and help out Junior's boys, but keep on your toes. Fiona, May, Joanna, form up on my wing and back up the Garuda Team, they got more missiles than us so use yours sparingly and don't underestimate the enemy." Robyn ordered her fellow pilots.

"Yes ma'am!" the six pilots replied and did as the hero or Mantle instructed them and dived into the on-going battle. May, Joanna and Fiona picked up a group of enemy bombers heading towards Beacon and dived down from six o'clock high, in position for a gun-run. Their cannons, much like those of Galen's fighter and the fighters of both the Galm and Garuda Teams were hybrid cannons and blue laser bolts rained down on the bombers destroying them in mid-air.

Neo and Rick formed up with Robyn, going in for an attack run on three White Fang F4's and SE-21's that were equipped with bombs and rocket pods poised to attack several ground-based transports carrying evacuees. Just before the enemy fighters could release their ordinance, cannon fire ripped through their airframes, destroying them and allowing the transports to get clear of the school. "Attacking fleeing transports is a new low for the White Fang. They've really gone off the deep end!" Robyn snarled, not even hearing Trigger praying for someone to be safe, someone she assumed was his sister.

"More fighters coming in!" Neo exclaimed as TIE fighters streaked in from above with their cannons roaring to life and forcing the three fighters to evade the enemy fire. The TIE fighters streaked past their cockpits and Trigger, who's soul was still burning gave chase. Neo and Robyn followed after him, running them down with their cannons and sending them down in fireballs.

Junior's boys were doing their best against the imperial and White Fang fighters, but they lacked the experience that others had. Mickey, Boris and Greg, who like the Galm Team and PJ are mercenaries but didn't join the air-force of the kingdoms, locked onto the enemy craft and launched a missile, turning the enemy craft into fireballs.

Enemy fire streaked past their cockpits forcing the three pilots to break into a split tactical as nine TIE fighters closed in on them, breaking into groups of three and targeted the three-mercenary aircraft. Greg and Boris spotted their tails and execute a series of scissor maneuvers, slowing their aircraft down with a series of short turns and forcing the enemy fighters to overshoot them and land right in their gunsights. Both pilots pulled the trigger and unleashed a torrent of cannon fire at their opponents, destroying them. "Got them!" Greg exclaimed, diving after several White Fang fighters. Boris followed suit and downed another three enemy craft before they spotted another formation of enemy bombers.

Both pilots switched from guns to missiles, moved in behind the enemy bombers and fired, their four medium-range missiles streaking towards the enemy bombers upon leaving their hardpoints. The slower TIE Bombers couldn't turn fast enough in the atmosphere and either exploded in mid-air or plummeted to the ground below.

Mickey saw this and fired all of his long-range missiles at several incoming enemy fighters, destroying them before they even knew what hit them. He did, however take a few hits from an enemy SE-21's 23mm cannon, hitting him in right wing but his plane was still flyable. However, the enemy pilot had picked him out amongst the other planes and gave chase. "Damn it! I got a stubborn bastard on my tail! This guy must be an ace or something!" Mickey cursed, diving down towards the ground and breaking into another direction as a missile streaked past his cockpit. Gritting his teeth, Mickey pulled up fast to avoid slamming into the fairgrounds with the enemy fighter still on his tail.

Not wanting to risk the wreckage of his or the enemies plane killing whoever was still alive at the fairgrounds, Mickey pushed his plane's engines to full power in the hopes of avoiding civilian casualties. Having fought against SE-21's before, he knew that aside from the four missiles and 23mm cannon it had for firepower, the SE-21's top speed was Mach 2.05, slower than his plane. If he was right, then the pilot on his tail had fought and downed Scimitars much like his because the pilots had underestimated the White Fang pilot. He was proven right when he slammed on the breaks and the enemy pilot opened up with their cannon, missing him and allowing Mickey to get into range for a gun attack, only for the enemy pilot to pull a scissor's maneuver, hoping that Mickey would overshoot them.

Mickey however held his fire and waited for the right moment until the enemy plane was directly into his gunsights and pulled the trigger. A three-second burst of 20mm fire ripped into the plane's airframe, disintegrating into a flaming bits of metal, some of which killed a few creatures of Grimm running towards Beacon. "I just took down an enemy ace!" he called out of the radio before turning towards one of the still intact airbases fore resupplying, as did Greg, Boris and many of Juniors pilots.

The Happy Huntresses, Robyn, Galm and Garuda Teams continued to stay and provide air-cover for those down below fighting, using their hybrid cannons as much as possible to conserve ammo, but it was going to be a long fight.

(End song)

Back on the colosseum, Atlas soldiers were directing civilians into the Air Buses when White Fang Bullheads arrived and dropped off more Grimm at the docking bay. The two AK-200s escorting General Ironwood gunned down an Ursa with little effort, but were soon brutally ripped apart by a much larger and armored Beowolf. The Beowolf noticed the General who rushed forwards screaming a loud battle cry before pulling out a pistol from his coat.

The General ducked and slide under the creatures' swipes, shooting it twice before pivoting as he skidded across the floor using his free hand as a break. The Beowolf landed and shook its head before charging at Ironwood again, who fired his gun three more times, ducking under another swipe. The Beowolf attempted to swipe at him again with its left claw, but Ironwood stopped the swipe with little effort with his right hand, before firing at the Beowolf's feet, creating an explosion that sent the wolf Grimm airborne, still gripping its claw before the General swung the creature back down to the ground with his brute strength, aimed his gun at its skull and shot it, splattering black blood on the ground as Ruby, Galen and the others gathered in front of Ironwood.

"What's going on!?" Ruby asked with concern.

"Grimm are crawling all over the city. The White Fang's invaded Beacon. Unknown ships have arrived, and to make matters worse, some… vagabond has seized one of my ships. Until we can regain command, the skies are out of the question. So, I'm…" he began before pausing, noticing a Creep advancing on the group from behind and shot it before finishing. "…going to take it back."

"What should we do?" Jaune asked.

"You have to choices. Defend your Kingdom and your school… or save yourselves. No one will fault you if leave." He answered, boarding the dropship in front of him before instructing the pilot to take him to his ship. The students exchanged looks with each other before Sun spoke up.

"I mean… come on!" the Monkey Faunus stated.

"We can take a ship to Beacon!" Jaune exclaimed before the other students headed for the nearest airship, except for Galen who watched in the distance as a TIE fighter shot down a friendly aircraft, one of the dozens of Daggers that were scrambled to protect the kingdom.

"Ruby, Jaune. You guys head to Beacon, protect the school and push the enemy back. I'll take to the skies and help out as much as I can before I join you on the ground." He stated, much to confusion of the other students until R4 arrived controlling Galen's new S-30 Sabre G with a dark grey body, orange and white wing-tips. Ten of its hard-points were loaded with the agile quick maneuver air-to-air missiles while the last two held the basic missiles used by the Sabre and Sentinel series of fighters.

Galen dashed off the edge of the loading dock, landed in the cockpit which R4 quickly closed before canopy and checked his IFF, confirming that the only fighters nearby were hostile. "R4, arm all weapons and prepare for combat. Transmit IFF data to all friendly aircraft, tell them the Demon Lord has arrived." He instructed his copilot who beeped and whirred, doing as his companion instructed him before they sped towards the ongoing dogfight.

Back on Ironwoods command ship, Roman giddily fidgeted with the controls of the airship like a kid in a candy store. One button press emptied the ship's cargo of Atlesian Knights, all of which were on standby and fell to the ground with a massive thud. An annoyed Stormtrooper heard on their commlink that Ironwood was heading towards the command ship and sent the data to the airships targeting computer, which Roman sent to the Ofnir, Schwarze and Grabacr squadrons, which veered towards Ironwood's transport and shot it down. "Oh-ho-ho! Now this gonna be fun!" he said with a smile as Ironwood's transport crashed down in the city.

Glynda and Qrow who were in the city, watched as a bullhead went down as the AK-200's with them were blasted down by an incoming squadron of Stormtroopers arrived. Wiess, Arthur, Rose and Blake also found themselves surrounded by Stormtroopers and would have been blasted as Rex, Fives, Echo, Hevy, Jesse, Kix and Hardcase arrived with the Bad Batch, gunning down the imperial soldiers.

Ruby spotted this before much to everyone's surprise, jumped off the air bus which was still starting to take off, using her semblance to safely land on the runway after freefalling, ran into the stadium, empty and full of brown dirt, spots a nearby locker, punched in the code before latching onto it with Crescent Rose and took to skies, landing on top of Roman's stolen ship with a thud. She spotted an entry hatch and used her borrowed green blade to cut the door open, surprising the Stormtroopers inside who trained their blasters at Ruby, who had a smirk on her face.

(Follow, Halo 2 OST starts)

As Ruby focused on recapturing the air ship, the Grabacr, Ofnir and Schwarze teams continued to engage both Vale and Atlas aircraft over the city. Their skills, honed in some of the most fearsome battles of the Clone Wars from Umbara to Coruscant and their clashes with both rebel, pirate and mercenary groups gave them an advantage over the more inexperienced pilots fighting against them. Even with the assistance from the Clone pilots, they had the upper hand.

Or so they thought. Diving down on a Strike Dagger trailing smoke from its left engine, Bernitz lined up his S35's cannons onto the wounded plane and was about to fire a burst of gun fire when his world was consumed by fire as his plane exploded from a direct missile hit.

The other pilots turned their heads and watched as Galen dived from high above the clouds, firing his twin cannons at another Grabacr fighter which exploded in mid-air and forced the others to scatter and break. Galen picked out one of the enemy craft and dived after it, pushing his aircrafts engines to full-power and launched a QAAM at another fighter, scoring a direct hit on the enemy's engine, turning the enemy plane into scrap metal. "The Demon Lord has arrived! All special operations pilots, engage and destroy that fighter. The enemy's morale will plummet when he is killed!" one of the enemy pilots said over intercepted comm-chatter.

Galen smirked before pulling a hard left turn, forcing an enemy S33 to miss him with its cannons putting him directly in the path of an enemy SE-29. Galen didn't hesitate and launched a missile towards the incoming enemy craft, diving down to avoid the flaming wreckage of the fighter he just shot down. Another enemy pilot got on Galen's six 'o'clock, firing a missile at Galen, who deployed chaff and flares tricking the enemy missile before going into a cobra maneuver and fired his cannons at the enemy plane from behind.

As his fifth kill of the night went down, Warwolf Squadron along with Team SDOW arrived to back up Galen, taking out several enemy craft with their XMA4's and XMA6's, scorning multiple enemy kills and giving Galen some breathing room. Sarah pulled up alongside Galen and saluted him, which Galen returned before he spotted a few of the remaining enemy aircraft belonging to the Schwarze and Ofnir squadrons. Diving down on the enemy fighters, Galen launched two of his missiles at two enemy planes, turning them into fireballs that crashed into an abandoned building, causing it to crumble.

A volley of cannon fire ripped apart a third enemy plane, an S33 which spiraled out of control and slammed into a nearby TIE fighter. The fourth plane managed to get behind Galen and tried to pump lead into his aircraft, forcing Galen to execute a series of high-g turns into the enemy cannon fire, causing the pilot to overshoot him before they were downed by an ARC-170. R4 beeped and sent the location of the last two enemy fighters, the squad leaders who had joined up with a formation of TIE fighters and were heading straight towards him.

His targeting computer acquired a lock on the enemy fighters and with a push of the fire button, Galen launched the rest of his missiles at the incoming enemy craft, turning the TIE's into fireballs while the last two planes of the Schwarze and Ofnir squadrons turned away. "You're not getting away!" Galen snarled and gave chase.

Michael Heimeroth, the leader of Ofnir squadron was at a loss for words as his squadron along with the Grabacr and Schwarze teams were completely annihilated almost single-handedly by a pilot whose skills rivaled that of Anakin Skywalker. His thoughts turned to fear when Dominic Zubov, the leader of Schwarze Team was shot down and killed by cannon fire from behind. "The Demon Lord… he's unstoppable!" he uttered for the last time before his plane exploded. The fire from the explosion engulfed him and then he saw a bright light.

(End song)

Galen didn't bother to look at the wreckage before he turned in the direction of a nearby airbase for resupply. He didn't get very far before he spotted a bullhead transporting those trying to evacuate take fire from four TIE fighters. Galen turned towards the enemy fighters and switched from bullets to lasers and racked the enemy fighters with laser fire, destroying the four fighters and saving the bullhead.

Continuing towards the airbase, he sensed a familiar presence, one that he hadn't felt since several months ago. "Vader. He's here!" he exclaimed just as his plane took a hit from enemy fire. His fighter maybe have been equipped with the same dual-hybrid cannons, shielding and a slot for an astromech copilot, but the damage he took knocked out his fire-control systems and it would take time before the fighter would be combat ready.

Luckily for Galen, Rick's S35 was at the airfield having been moved there on Hamilton's orders and placed on the list for maintance when it was still combat ready. Landing at the airbase, both Galen and R4 exited the damaged craft and climbed into the waiting S35, fully equipped for air-to-air combat with long-range-air-to-air missiles. "Controls are similar to the S30. Perfect." Galen said before he taxied onto the runway and took off.

Back in the city, the former members of the White Fang continued to fight valiantly against the Grimm, Imperial forces and their former comrades. A group of ex-White Fang members struggled to hold their ground against several incoming AT-AT's heading towards one of the evacuation points. A well-placed rocket towards the neck of the lead walker sent it tumbling down, but the individual with the rocket launcher was killed when White Fang fighters strafed their position. Hellcats gave chase after the enemy fighters while the buggies initiated hit and run attacks on the enemy tanks and Grimm.

Another of his comrades went down as Tukson fired off several shots from his DC-15A, killing several imperial troopers as reinforcements in the form of Zett Jukassa, Delta Squad and a battalion of clones including several AT-PT's that provided artillery support against the incoming forces. The mass driver cannons of the self-propelled artillery adjusted their elevation and fired, their rounds slamming into the enemy forces and giving the transports the time, they needed to escape.

But where the defenders succeeded, the invaders were able to find openings and exploit them, pushing deeper into the city. Another evacuation point was overrun by the Grimm, despite the best efforts of Serra, her men and Ghost squad, but they were able to give the transports the chance to evacuate. Team SDOW continued to engage and destroy enemy transports coming in for a landing, but the number of transports arriving ensured that some of the imperial ships landed.

Warlock, Quox, Steel Gunner, Barracuda, Gavial and Grizzly battalions along with AT-TE's and Juggernauts of the 332nd armored legion, despite the heavy losses they had already endured continued to hold the line against the imperial walkers approaching the industrial sector. Hellcat fighters and gunships provided them with as much support as they could, but imperial reinforcements continued to hit them hard and they were forced to retreat. However, a few Rhino tanks stayed behind to cover the retreat of their allies.

The Rhino tank's, armed with two missile launchers and machine guns with a top speed of 60mph unleashed a barrage of anti-aircraft missiles at the enemy aircraft, but something caused their targeting system to lock onto allied aircraft, knocking several of them out of the sky, while Timber Wolf's, tanks armed with a powerful gravity dust cannon and twin machine guns maneuvered into firing position, trying to get a shot at the necks of the enemy walkers. Several Timber Wolf's were blown up by enemy air support, but those that survived were able to land a few shots on the enemy walkers, destroying a few walkers before they themselves were destroyed. "Retreat! Fall back! Fall back!" a clone shouted before they were gunned down by an imperial soldier.

Aayla, Bly, Cody, Wolfe, Bacara, Stagger, Ace, Jet and their men were also holding on to the best of their ability in protecting another evacuation point the largest one out of all the ones in the city. Enemy air-power had knocked out several of their tanks, despite the assistance from Captain Bartlett, Lieutenant Gelé, Alice and PJ but they were losing ground fast. All other sectors were reporting the same thing and some were starting to think the empire had deployed their entire fleet to the planet.

Back at Beacon, Rex, Blake, Arthur, March, Weiss, Fives, Echo, Hardcase, Hevy, Kix and Jesse along with Kano, Boomer and multiple troopers from the 501st continued to engage the imperial and White Fang forces. Weiss took down a sizeable group of enemies using a combination of Myrtenster strikes and her semblance while Blake fought off a group of White Fang soldiers with Yang and Ahsoka, using her own semblance to dodge a sword-wielding soldier as more enemies charged at the three.

Arthur cut down three imperial soldiers with his sword's blaster mode, allowing his cousin to slash a White Fang soldier across the chest while March blasted away with his heavy blaster rifle at several incoming Grimm. "Come on you bastards! I've got plenty for everyone!" he shouted before ducking down and loading a fresh power pack into his weapon. Just as he was about to fire, he and the others felt the ground shake as an AT-AT was dropped down by an imperial dropship. The walker quickly opened fire with its heavy cannons, obliterating several Paladins without any trouble at all. "Oh crap!" he cursed and ran for cover. The heavy walker advanced slowly towards the school, forcing the students, soldiers and troopers to fallback towards the school.

Ahsoka cut down several imperial soldiers while Yang launched fiery blasts from her gauntlets at the Grimm. Both girls continued to hold their own before Ahsoka pushed Yang out of the way of an incoming blast from the walker. "Oddball! We need air support at Beacon! We're taking a pounding from an enemy walker!" Ahsoka shouted into her commlink.

"We can't get to you commander! We're vastly outnumbered and the Grimm aren't making it any easier!" Oddball yelled from the other side of the commlink. Ahsoka cursed under her breath before she continued to hold her ground against the incoming enemy forces.

Alice heard the call for help and turned her aircraft towards Beacon, arming her air-to-ground missiles as she moved into attack position. Her helmets headset crackled as the tone for missile lock echoed through her helmet before she hit the fire button, sending all four of her missiles towards the enemy walker. Three of her missiles slammed into the walker's armor while her last missile made contact with the walker's neck, destroying it. "Q7, take over for me. I'm heading for the ground." She said to her copilot who opened the canopy, expecting their owner to eject but instead jumped over the side and went into freefall before adjusting their rangefinder on their helmet and spotted March wrestling with a Stormtrooper over his blaster, unaware of the Ursa sneaking up behind him.

Activating her jetpack, Alice rocketed towards the creature of Grimm impaling it with her vibrosword the second she was just inches off the ground before pulling out her pistol and fired a bolt, hitting the Stormtrooper in the head. "I've finally found you, little brother." Alice said to March who for the lack of better words was confused.

Several soldiers were about to be ambushed by an armored Beowolf that had jumped out of a crashing Bullhead when Wrecker charged at the massive creature, firing his blaster rifle wildly but somehow managed to kill the creature of Grimm before he and his brothers created a field of fire as more creatures of Grimm arrived and gave chase after fleeing civilians. "Blake, Weiss! We've got Grimm going after civies. One of you go with Artoria and take them down!" Rex shouted, ducking down to avoid getting a blaster bolt to the helmet.

Weiss and Blake looked at each other before they parted ways, sharing a nod with each other before Blake and Artoria headed off after the Grimm. Lining up her rifle/sword, Artoria fired a shot at the Grimm, killing it before both of them heard a wounded scream from inside the burning dining hall where Blake spotted a familiar figure. "No… Adam?" Blake asked in shock.

"Hello, my darling." Adam replied with a creepy grin.

Back in the air, Vader fired his fighter's cannons at Atlas SE-29, killing them in a fireball before he turned towards Beacon, firing his cannons at any fighter that crossed his path. As he soared over Beacon, he looked down to see the various students fighting against the Grimm and his soldiers. One of them charged a bear like creature with slash knocking it back, another rolled away from a boar like creature. One of them opened up with a large gun as another fought against a larger version of the bear creatures before it was hit by a girl with a grenade launcher. Another student fired their weapons at a retreating creature and he sensed their determination. Though he was carrying out the emperors command, he couldn't help but feel that all this destruction was meaningless. What was the point of all of this? What was Cinder's ultimate goal?

Speaking of said girl, she and her associates were watching the ongoing battle from atop a nearby building, recording everything on Mercury's scroll just as a tremor rocked all of the city, making Emerald more worried than she already was.

Her worries were proven to be correct when a mountain began to shake and crumble, releasing the titanic Wyvern Grimm which roared and flew over the abandoned Mountain Glenn, dropping a black tar-like substance across the city of Vale, spawning various types of Grimm. The incoming Wyvern even slammed and destroyed several fighters on both sides, ignoring them as if they were focused on something else. Those on the ground at Beacon formed a line, ready to fight the incoming enemies but Pyrrha spotted Ozpin who was standing by the entrance of the CCT and walked towards the headmaster, much to confusion of her teammates, except for Jaune who had a feeling that this was something else entirely.

Galen spotted the monster of a creature heading towards Vale and knew that they were going to need back up. "Proxy! Have you jacked into the imperial communications yet?" he said into his commlink, his aircraft shaking as enemy fire zipped past him.

"Yes, master. You were right. The Empire has jammed all communications except for their own. I am ready to broadcast your message now. I've boosted the single and heavily encrypted message so the Empire cannot detect us." Proxy replied

"Alright, start broadcasting now!" Galen ordered his droid before he switched his commlink to the correct frequency. "This is Galen Marek to rebel high command! The Empire has launched an attack on Remnant! The Kingdom of Vale is under both imperial and Grimm attack and we need immediate reinforcements. I say again, the Empire has launched at attack against the planet of Remnant and need immediate reinforcements! Send any help you can, we won't last much longer! Be advised, Vader is on the planet!" Galen shouted into the commlink before Proxy sent the message.

"Message has been sent, Master. Now all we do is hold out and wait." Proxy reported. Galen sighed and hoped that the Rebellion would send assistance to Remnant. He then veered his aircraft back towards the battle, more determined than ever before to keep the vision he had from coming true.

And the first part of the volume 3 finally has begun. For those of you wondering, the Rhino and Timber Wolf tanks are the Rommel and Goblin tanks from Mech Assault 2 with the same armaments they carry.

Now, for the one who suggested I give Galen the SU-30 used by Mihlay in AC7, you got your wish. Also, i brought in a few characters from Area 88 and the rest of the Happy Huntresses and had Junior and his men fighting for Vale. What do you all think about that?

More imperial special ops pilots have met their end at the hands of the Demon Lord, there are still several more pilots like that who are a threat.

I saw the first two episodes of the Bad Batch and god I did not see any of that coming! But I love it! I can't wait for the next episode. Happy late May the 4th be with you and for those of you who aren't working on Mother's Day, you bastards are lucky cause I have to work tomorrow even when I requested that day off, shorthanded at work we are.

Anyway, please read and review and I'll see you all next time.