Chapter 49


The shuttle was quiet for a minute after launching. Ruby looked down at her hands, bound as they were by a pair of bola handcuffs. She sighed.

"Who were those guys anyway?" Jaune eventually broke the silence.

"I remember James talking about gathering some of his best into a team," Qrow replied. "I guess that was them."

"I heard them call themselves 'Ace-Ops'." Pyrrha added.

"Ace-Ops?" A voice came from the corner. Some middle-aged man looked between them all. "You guys met the Ace-Ops?"

"You know them?" Jaune asked.

"Know them? They're Ironwood's personal attack dogs! They run around helping him squeeze Mantle dry! But once Hill gets onto the Council-!"

Ruby tuned the man out as he went on a rant. Her mind was still swirling over Penny's appearance. She could remember everything they ever did together. From their first meeting and the battle at the docks, to when Penny revealed her secret and the Vytal Festival. Including the battle at the end.

In front of Beacon tower, you gave your life for mine… fighting Adam. I got revenge for you though. I… I can't lose you again. She clenched her fists, resolving to keep Penny safe. I may not be strong enough but I owe you too much to not at least try.

Of course, she would first need to get out of this situation.

She tuned back in just as the man collapsed back in his seat, evidently having exhausted himself from his yelling. Zwei whined and snuggled up closer to Ruby. Or tried to. The gravity bola's kept him from moving very far.

Soon enough the vessel landed. The others seemed to have seen where they were going but Ruby had zoned out. So when the doors opened she was surprised to see Atlas Academy.

She'd seen photos before but they weren't as good as the real thing. It was an immense building with a dozen different landing pads and it was easily the tallest building in the city. Judging by its location at the centre of the city, I imagine it's connected to whatever is located on the bottom side of the floating island.

Looking around she realised she couldn't see the CCT tower. Or more accurately couldn't tell where it started and the academy ended. It was all one big building, unlike the two academies she'd seen before. Beacon's was in the middle with Ozpin's office at the top while Haven had two separate towers at either end of the main courtyard. Atlas's is… somewhere.

Ruby shook her head and followed the line of soldiers towards the building. Soldiers surrounded them and guided them onto an elevator. It rocked slightly as it took off. No elevator music. She thought with a sigh.

Someone poked her back and leaned in. "We'll follow your lead." Jaune whispered. Ruby nodded slowly. It wasn't missed by the guards of course. They are trusting me. I can do this.

Soon enough the elevator arrived with a soft ding and the group was taken down the halls into a wider, circular room with several hallways coming off of it. As they entered so too did another group from the left. James Ironwood, Winter Schnee and Penny passed them by and went towards another hall. Penny stopped and waved, however.

"You guys made it!" She said with glee. It caused the other two, who had been whispering about something to turn and see the group. Being this close Ruby could see just how bad Ironwood had gotten. It looked like he hadn't slept in months. His hair was dishevelled and he had bags under his eye bags. He even looked gaunt, like he hadn't been eating properly.

Basically, he looked terrible.

"Wanna help with these?" Nora asked, showing off her cuffs.

"Release them." Winter said, authority dripping from her voice. The soldiers hurried to follow their orders and freed them all. Ironwood smiled, a strained thing, and motioned for them to follow him.

He led them into his office. It was similar in many ways to Ozpin's. Circular, rather than the more square form of Lionheart's. It was all white and grey, like everything in Atlas so far. The biggest difference between Ironwood's and Ozpin's was the lack of gears and clockwork. Well, that and fewer windows.

Ironwood walked behind his desk and took a seat. He almost seemed to melt into it. Penny and Winter took up positions at his sides. "I'm glad to see you all here. I am sorry for how the Ace-Ops treated you, but we had to be sure it wasn't any of our enemies."

"It's fine. Though it could have been a much nicer welcome." Ruby replied.

"Well, it's been a long time. We should… catch up." Ironwood said, his smile still strained.

Qrow stepped forward. "Before all that. James, what's going on? Between the closed borders and embargo things are getting rough down in Mantle."

"Yes, that is… regrettable. However, I had to ensure that Salem wouldn't infiltrate Atlas."

"James…" Qrow's eyes darted between Winter and Penny. "Did… did you tell them?"

"Hm? Oh yes. The Ace-Ops as well. After Beacon fell it became clear that a… new approach was needed. I recruited those I could trust and worked on a new plan." Ironwood stood once more and brought out his scroll. A moment later metal plates closed over the windows and the centre of the room opened to reveal a table as it raised up. A hologram appeared of a familiar colosseum.

"With Beacon's tower destroyed Humanity is separated. We cannot communicate with each other. So we developed this." With a click of his scroll, the hologram changed as a tower was added to the top of Amity. "The Amity Communications Tower. We'll launch it high into the atmosphere and re-establish worldwide communication."

Ruby swallowed. This was a big deal. With both, Beacon and Haven's towers destroyed it would take a long time to rebuild that communication but with this? They could plan a counter attack against Salem with all of their allies. Ironwood cleared his throat.

"That's not all, however. Once it's ready I will take our next step." The table retreated and the room returned to normal. "I will tell the world about Salem."

Her mouth went dry. Tell… the world? "But people would panic!" Jaune said, reacting faster than she was.

"That's why we pulled our army back," Winter replied. "To defend Atlas."

"We'll tell Atlas first and then the world." Ironwood added.

"But while you sit here waiting people are dying!" Nora exclaimed.

"And if we keep our forces out there until the last minute we run the risk of Salem infiltrating!" The General countered.

"Enough." Ruby said, cutting through the rising tension. "While I admit the closed borders caused us plenty of problems in getting here, it's a good tactic when you don't know who Salem's forces are. Luckily we know most of them." She turned to Ironwood. "We fought against a lot of them on our way through Mistral. I can provide details on them."

"That would be much appreciated, Ms Rose."

"I'm not sure on the whole telling everyone about Salem part, but getting global coms back up is a very important mission. We'll help with that."

"Thank you." Ironwood smiled once more and this time it wasn't strained. He looked over them all, pausing on Ilia, but stopped on Oscar. "I've never seen you before."

"Uh. I'm Oscar. I'm uh…"

"He's the next Oz." Qrow announced for the stumbling teen.

Ironwood's eyes widened and went wet with tears. He dropped down next to Oscar. "I… I'm so sorry Oz! I didn't mean to do it! Someone made an illusion! I… I'm so sorry!"

"He's not… here…" Oscar whispered. Ironwood went still with shock.

"That's… not normal… how?"

"A train crash." Ruby answered. "On our way to Argus. The train crashed and he went silent."

"I see…" He stood, dusted himself off and returned to his desk. From a drawer, he pulled out the Relic of Knowledge and brought it over to her. "Here. As a sign of trust. You can keep it safe. Like you have on the way here." Ruby tentatively took it. He straightened his tie. "Now then. Penny can show you to your rooms. I need to get back to work."

The lamp clicked as she attached it to her belt. "Thanks. We'll help out how we can."

"I know just the mission…"


The Ace-Ops seemed nice. They'd introduced themselves after Ruby and the others had left the office. Clover, Harriet, Elm, Vine and Marrow. A team of strong warriors. They seemed a little eccentric but so did every Huntsman really. Ruby accepted their apologies for how… aggressive they were down in Mantle.

Now they were all following Penny down the halls as she pointed out various things. From the cafeteria, which seemed slightly larger than Beacon's had been, to the training halls, also larger, and finally the dorms. Those at least seemed to be smaller, though very efficient in their use of space. And they already have bunk beds. This brings me back.

It felt like so long ago now. More than the year and a bit it had been.

As they split up to take a few of the dorms Ruby stopped Penny before she left. The redhead had a massive smile on her face.

"Uhm. Penny I… I just wanted to thank you again. For everything you've done for me." Tears pricked her eyes again but she held them back.

Penny beamed. "It's okay Ruby! I was happy to do what I could for you. You've done a lot for me too. You…" she hesitated for a moment. "You're my first friend. You helped me a lot just by being my friend! I'm happy to do whatever I can!"

"Then I'll do whatever I can for you." Ruby replied.

Penny gasped. "We should work together in Mantle! It'll be so much fun!" She giggled. It was light and infectious. So much so that Ruby joined in just a moment later.

She felt lighter, just for being around Penny. Seeing her again lifted some of the pain she'd been carrying since Beacon.

It was something she wasn't used to anymore.


A couple of days had passed when they began the mission. The Ace-Ops had turned up and handed them forms to fill out. They were for weapon, outfit and gear upgrades or changes. Pietro and the rest of Atlas's best were working on it for them. They were encouraged to look for the best gear they could.

They had Atlas resources now after all.

When the mission to clear Amity's launch site was given to them they were told their gear was ready and sent to suit up. They split up among the locker rooms to give everyone their own space.

Ruby opened her locker and took stock. It was as requested. She got to changing as quickly as she could. I hadn't realised how tattered some of this was getting. Or how tight some of it is… she'd evidently grown in a couple of places. That was fine though.

After changing most of it over she came to a new question. Her cloak. She held the tattered one in her hand whilst a new, clean one was sat in the locker. The edges of her old one were ripped and torn and there was a hole in the middle where Adam had stabbed her back at Haven. It was still hers though.

It had seen her through so much. It's hard to leave it behind… she sighed and put it to the side. Before she put on her cloak she needed one last thing. Another, new, sleeveless white jacket with her emblem on the back. This one was thicker and more ready for the colder climate, however. Putting it on made her feel warmer already.

Her old cloak came next. She attached it to her jacket with a pair of pins and linked those with a chain. She wasn't using a lot of the items she wore to represent her teammates, they were either too broken, old or wouldn't really work with her new attire. But between the jacket and her gauntlets, she wasn't too annoyed.

The only thing left was her hair. Looking in a nearby mirror she realised just how long it had gotten, as well as how unkempt. She'd tried to keep it under control but obviously hadn't had much luck. Picking up some scissors she thought about what she wanted. Eventually, she decided just to trim it. The longer style looked fine enough.

With that out of the way, she looked to what Pietro had written about her weapon upgrades. Crescent Rose could now flip its head around. Helpful though not very big especially compared to its increased Dust stores. Ember Emortus however had gotten something more. Ruby had requested something to help her deal with hordes of foes when she used her gauntlets and Pietro had provided.

As gauntlets, they were for brawling so he'd looked to add to that. Looking over the gauntlets it was apparent a master had worked on them. They were now slightly sleeker and the mechanisms had been revamped to be far more efficient, both in terms of the space they took up and the speed at which they worked. Even that would make them better weapons but he'd gone further.

At the front was the usual shotgun she'd based off of Yang's Ember Celica but at the back was a new weapon. When she selected these new weapons they would take over for the shotguns, but that was fine. She slotted a small vial of Burn Dust into her right gauntlet, aimed at thin air and activated it. A jet of flame spewed forth.

A flame thrower. Awesome. Plus I can use different Dust for other effects too. Ruby smiled and loaded up some Dust into the bags on her belt. Fire, Ice, Steam and Wind for her gauntlets. Crescent Rose was already filled up with a stock of other Dust. Fire, Ice, Lightning and Wind.

The variety at her disposal was increasing. It reminded her of Weiss of course. I'm not as good with Dust as you were. But I'll try my hardest. Please watch over me, everyone.

With the short prayer out of the way Ruby left the locker room and convened with Jaune in the briefing room.


Ilia stretched as she looked in the mirror. She didn't look like the same girl that had followed Blake around like a lost puppy. Instead, she seemed sadder but more independent. So good and bad. She sighed.

Getting upgrades from Atlas was a weird feeling, that was for sure. She couldn't deny the jump in quality though. Lightning Lash had been redesigned slightly. Sleeker and easier to hide whilst also replacing the old Dust cartridge for a multi-Dust chamber. Fire and Wind had been added to her arsenal now. Like I've taken Corsac and Fennec's weapons into my own.

Pietro Polindena was a genius. There was no denying that. He'd whipped up a stealth suit in a matter of days! The suit in question a skin-tight black catsuit. Like a second skin almost. Over that, she wore a modified version of her old outfit. Modified because it had been remade to have the same abilities as the catsuit.

She focused for a moment and turned her skin into a bright green colour. Her gear followed suit. It wasn't stealth because it was dark or anything, but because it changed colour to follow her. She could now blend in anywhere.

No wonder we never made much progress in Atlas. They're so far above any of us… but they don't share that with Mantle. She'd stayed quiet in Ironwood's office, hoping to avoid his anger. While she had succeeded it still felt intimidating to be working for him. Or with him. However she wanted to say it really.

Ilia sighed and pulled out a pair of goggles from the locker. They were more a combination goggle/mask really. It would allow her to see in the dark. She didn't really have much issue with that normally but having good eyes in the dark didn't beat being able to see in the dark.

She clipped the mask to her belt and left the room to meet up with the others.


Qrow sighed for what felt like the tenth time in the last couple of hours. His new gear fit well but he wasn't really focused on that.

He held his flask in his hand.

It was still full of alcohol he'd picked up in Mistral. But after everything that had happened…

Those kids… they learned the truth and just kept moving… but there I was, getting drunk and not helping until they ordered me around. What kind of adult does that? I'm their guardian. Their teacher and Ruby's uncle. I can't let myself be that pathetic again.

He tipped his flask to the side, spilling its contents out into a sink. He mechanically cleaned it and then filled it with water. It had been a present so he couldn't just get rid of it. Instead, he'd keep it close.

No more drinking.


Taiyang had been quiet recently. He'd had a lot to think about. As he pulled on his new, fur-lined jacket and pauldrons he thought of all that had happened since his little girls had gone to Beacon. So much had changed over the last couple of years.

He sighed and reached into his locker, pulling out a pair of golden bracers. He bit his lower lip. Yang. You were incredible. When Summer died you stepped up and took over for both of us. When I failed as a father you became Ruby's mother. You were amazing. It's time I stepped up. You can't be here to protect Ruby anymore, but I'm here.

Ember Celica clicked onto his wrists easily enough. Pietro had modified them to fit him and added a little bonus. The shotgun gauntlets expanded to cover his forearms. They were a brilliant gold that shone against the full brown's he wore. You'll shine from within these weapons.

Pietro had added plantable explosives that could be set to detonate in a few ways. Remote, proximity or on a timer. Ember Celica had grown as a weapon. He'd mostly relied on his fists up until now, but with everything that was going on he couldn't hold back.

With Yang's weapon in hand, he would defend his remaining daughter.


Despite all that was going on Pyrrha couldn't help but smile as she strapped her new armour on. They were safe in Atlas. Although they would keep fighting of course. But they weren't in as much danger.

She finally resolved to get her feelings out to Jaune. It wasn't going to be easy but after everything that had happened, she didn't want to wait much longer.

She looked into the mirror and pulled her hair back up into a ponytail before slipping on a golden laurel crown. Looking herself up and down she felt more confident. Her armour was lighter now and there was less of it. She had a pair of golden pauldrons over top of a black and grey crop top jacket, the sleeves of which were rolled up past her elbows.

Around her neck was a golden metal choker with a green jewel in the middle. She had a low-cut black shirt underneath a set of gold and brown plated armour that covered her ribs and back. A thick dark red coat was attached to the underside of the armour and extended out to her knees while a brown belt kept it close to her dark brown skirt.

Due to the snow she was sure to traverse through she had dropped high heels and gone for a pair of black combat boots. More golden armour covered her legs up to her thighs. Beneath that was a pair of black stockings which the skirt covered.

Pyrrha nodded to herself and pulled on her new black gloves and the golden bracelets that protected her wrists. The gleam of the bright green jewels embedded in them attracted her eyes. She smiled at them and retrieved her weapons.

Her sword and spears edge was now a Dust blade. They had been infused with Burn Dust so that they would trail fire. Her shield was much the same. The sharp edge now produced flame whenever thrown. Pietro had also added a Hard Light generator so that she could increase the area her shield could cover.

Jaune had gotten a similar upgrade. We're matching. She giggled to herself. Her sword was sheathed at her hip while her shield went on her back. Once this mission is done I'll tell him.

Of course, they had to finish first, so she left the locker room to join the others.


Crocea Mors glinted in the light. It was a beautiful blade. Jaune hoped he'd done right by it and all those who wielded it before him. He sighed and brushed some hair out of his face.

We're safe in Atlas but I don't feel like we really are. Besides, nobody seems to be doing too well. Ruby seemed so… broken over her failure with the leviathan. I failed as a friend didn't I? I talked to her back before we fought that Grimm in Kuroyuri but after that… I thought she'd figure herself out and be fine. But now…

He sheathed his blade and stood, getting used to the balance of his new armour. Although she managed to beat Adam and bring Ilia onto our side, so maybe she is fine? I just don't know. After this mission, I should talk to her. Show her I'm here for her. Though I'm sure she already knows that. Maybe it's not worth it then…

Indecision began to plague him. What if he came on too strong? What if she didn't want to talk to him? What if he made things worse? What if, what if, what if? His mind continued to create the worst things that could happen if he talked to her.

He sighed once more. What was he going to do?

A low laugh caught his attention. He turned to see Nora approaching him.

With a pair of scissors.


Nora whistled a jaunty tune as she slipped down the hall, spinning a pair of scissors in her hand.

He looks way better now! She laughed to herself. Jaune had looked so sad and with all that hair it made him look like some edgy comic book hero from Mistral. Well no more!

Now he would look like a jock from one of those school movies!

With this, he'll really attract the ladies. That'll push Pyrrha into gear!

She continued to giggle to herself.

Now if only I could get Ren to look at me that way.


We must be stronger. Ren said to himself. We must get stronger. It was like a mantra now. They had to be stronger. Before it was too late.

How many times have we almost failed? We all almost died at Beacon. Tyrian almost beat us as well. If it wasn't for Qrow we would have lost there. And at Haven, we only pulled a win because of Cinder's arrogance. We aren't strong enough. We aren't ready.

Even with all their new upgrades, their chances of winning weren't much better.

We have to train and train and train. I don't want to lose anyone!


The blue fog twisted and shifted within the golden lamp. Oscar watched as it continued to spiral. Ruby had entrusted it to him.

He had questions for it, as he supposed everyone did. Two lingered at the forefront of his mind. Who could beat Salem? Was there a way to separate him and Ozpin?

The first was really similar to what Oz had asked years ago. The issue was that the answer might be similar as well. Their morale would collapse if the answer was 'nobody can' or 'the Gods'. They'd have to wait a long time to ask anything more as well. It was better to wait and use it for info they desperately needed as Jinn's previous answer already showed that the Gods would solve things if they could unite Humanity.

The second was too personal to use the question on. He also didn't know what he would do if the answer was 'you can't'. Since Oz went silent he was starting to feel like himself. Not the farmer, but the hero he always wished to be. I don't want to lose myself.

There was nothing he could do however so he clipped it to his belt and pet the dog next to him. Zwei let out a sound of content. The pair of them were staying in Atlas while everyone else went on the mission.

He couldn't be too angry. Neither of them were exactly well-trained warriors. I do wonder if Zwei can become one too? He's got Aura after all and it sounds like he's helped out in fights before. It might pay to see what we can do with him.

For once he wished Ozpin would talk to him, to tell him if it was possible to turn a corgi into a fighter. It was a fleeting wish, however. He wanted to be himself for as long as possible.

Well. Time to start training.


A/N: So a big chapter. Though half of it is outfit changes, weapon upgrades and checking in with everyone. Skipped everyone who didn't change from canon obviously. So Ruby kept the long hair while changing into her canon outfit while keeping her cloak in a more V1-3 style and the white jacket. Ilia's more spy-y with a catsuit that can change to keep up with her chameleon trait. Best stealth girl. Pyrrha's I based off of the work by Keith Montalbo. You can find it on their Twitter or on Reddit. A simple "Pyrrha v7 art" search should find it. It's some beautiful art. Upgrade wise we see some more Dust availability in some while Ruby and Tai get bigger upgrades. Tai's is just Yang's canon upgrade while Ruby get's a flamethrower. Thank my old Beta for that one. Everyone else got their canon upgrades of course.

Within the actual plot of the chapter, we get them lying to Ironwood again. It's completely justified of course. I mean he's a tyrant. Sure he's remorseful about it but that doesn't change the fact that he's basically turned the kingdom into a dictatorship. I know a lot of people were angry about the lying but they made the right choice. He couldn't be trusted just because he was against Salem. Even back in V2, he was undermining Ozpin because he assumed that only he was correct. That Ozpin's way of doing things was wrong just because. And we all know that Ironwood played right into Cinder's hands by bringing his army, something Ozpin asked him not to do.

Anyway, I hope you guys enjoyed and I'll see you all next time!