Here we are at Chapter 69 and the volume 7 finale. I heard about RWBY volume 9 being delayed, and I can understand the reasoning behind it. Plus, this will give me more time to get this story caught up with the show. Anyway, things are coming to a head in Atlas Academy. What will happen? I do not own RWBY or Transformers. They belong to their respective owners. Here's chapter 69. Enjoy.

Chapter 69: Prelude to Chaos

In Atlas Academy, Shockwave squares off with Starscream's clones. Shockwave makes the first move with a blast in between the clones to separate them. The two jump to the sides and aim their rifles to counter, but Shockwave is already on the clone on the left, grabbing his face and throwing him at the other clone. The second clones flies around to dodge him, causing the first clone to crash into the wall. Just as the second clone refocuses on Shockwave, Shockwave fires several shots at him with his cannon. The clone flies around to evade the shots, causing them to hit the ceiling instead. The first clone gets back up and takes out his sword, charging at Shockwave. Shockwave blocks the sword with his cannon and pushes the clone back. The second clone comes in from behind with his blade, but Shockwave jumps to the side, almost causing the two clones to accidently strike each other. Shockwave fires off another shot, but the clones block the blast together with their blades. They change tactics and fire off their rifles again, forcing Shockwave to evade them as he runs around the hallway.

The clones laugh, "Hahahahaha! Is this how you intend on claiming your revenge, Shockwave? By running away like a quivering coward?"

"An amusing statement, especially coming from someone who sends his underlings to do his dirty work for him, instead of fighting himself," Shockwave calmly notes as he takes a few more shots that hit the ceiling again.

"Ha, you missed," one clone smirks.

"As Optimus Prime would say, that is a matter of perspective," Shockwave replies.

Suddenly, the two clones hear noise above them and look up just in time to see the ceiling cave in and come crashing down on them. They struggle to free themselves from the rubble, but Shockwave approaches them and fires his cannon, taking out one clone as he dissipates. He then aims his cannon at the remaining clone.

"You may have won this little bout, but you won't win this war Shockwave. Soon, Lady Cinder will have the Winter Maiden's power, and then the Staff of Creation, and then Atlas will fall. Just as the rest of this pitiful world will soon follow. You chose the wrong side," the clone mouths off.

"Your reasoning is most illogical," Shockwave then fires, taking out the second clone.

He looks ahead towards his objective and makes haste.

…

Meanwhile, Predaking looks for Oscar and Team JNR to make sure that they and the lamp are safe. As he races through the halls of the school, he finds several Atlas soldiers standing in his way.

"Halt, you're under arrest!" they aim their rifles at him.

"A king bows to no one!" Predaking roars and breathes flames down the hallway.

The attack blasts through the soldiers, knocking them down and out of the way as Predaking runs right by them. As he turns down the hallway, he catches sight of Oscar flying down the hall, holding the relic in his arms. He then sees a girl with long brown and pink hair in white clothing approaching with an umbrella. Seeing Oscar crawling away from her, and the bet-up state he's in, it's clear to Predaking that she's an enemy.

"Oscar!" Predaking roars before jumping into the air towards the girl with the umbrella. The girl looks up in slight shock before jumping back as he smashes his claws into the floor. Predaking then stands between Oscar and the girl. "Oscar, are you still functional?"

Oscar coughs a bit, "I've been better. This crazy girl just showed up out of nowhere and attacked me. I think she's after the relic," he holds it protectively in his arms.

Predaking eyes the girl as she aims her umbrella at him, "Oscar, go and find the others. We're leaving the academy. Keep the relic safe. I'll deal with this girl," Predaking growls at Neopolitan. Oscar hesitates a bit, but then decides to trust in Predaking and retreats to find the others while Predaking stares down Neo. "You picked a bad day to stand against me," he flexes his claws.

Neo makes no comment and runs at him, twirling into the air to make an axe kick at him. Predaking blocks with one arm and tosses her back before going on the offensive. He manages to grab her umbrella at one point and throws her into the wall. Neo manages to land on the wall on her feet and jumps back at him, thrusting her umbrella at him. However, Predaking catches it in his claws once more and this time slams her into the floor. He tries to smash his foot down on her, but Neo rolls out of the way in time. Predaking then breathes fire at her, and Neo has to jump back from the flames. Predaking charges through them and swings his claws at her. They connect, but she shatters like glass from her semblance. Predaking sniffs the air and throws a back-kick at Neo when she tries to attack from behind. Neo rolls along the floor and recovers, but Predaking is on the attack again. Super-heating his claws, he goes for Neo's face, but she blocks with her opened umbrella. Predaking doesn't let this dissuade him and he keeps making strike after strike against her umbrella, pushing her back with each attack. Neo flips around him, going for his flank with a quick hit-and-run strike, and then jumps when Predaking swings a leg around at her. She then tries another thrust at his neck, but Predaking catches the umbrella's blade in his fangs, shocking Neo. Predaking swings around and throws her into the wall. As Neo gets back up, Predaking shoulder tackles her back into the wall, followed by a punch to the face. She falls onto her knees as Predaking looms over her.

"I will only ask you once: Who are you and what is it you seek?" Predaking demands. Neo looks up at him before sticking her tongue out in response. Predaking growls before smashing his fist down on her, only for her to shatter like glass again and disappear. "She escaped... But I must attend to the others. Getting them, and especially Blake, to safety is the main objective here,"

With that, Predaking turns and heads down the hallway he saw Oscar run down to try and link up with him and the others.

Meanwhile, Megatron and Dreadwing continue on their path towards the Winter Maiden. They know she's on one of the lower levels, but unfortunately, the elevators aren't working, and the stairs would take too long. Seeing that the elevators are out of the questions, Megatron uses his semblance to create a mega cannon and aims it at the floor. Charging it up, he fires, blasting through the floor, and several floors below that floor. The two then jump down, ending up on the lower level where the Winter Maiden is being held. Of course, they aren't alone.

"You sure know how to make an entrance, don't you, Megatron," they look to find three Starscream clones waiting for them. "You won't be getting past us. Lady Cinder is about to claim the Winter Maiden's power, and then she'll reduced you all to ashes!"

Megatron and Dreadwing stand back to back, "Megatron, you must reach the Winter. I'll deal with Starscream's little drones," he takes out his cannon.

Megatron eventually nods, "Very well. But, don't die on us. Weiss would have my spark if something happened to you,"

Dreadwing grunts in amusement, "As if this coward could ever hope to defeat me,"

With that, they both fire off the cannons, and then Megatron creates his hover-board to fly right past two of the clones. They are about to give chase until an explosion from behind knocks them to the ground and they look back to see Dreadwing throw the third clone at their feet.

"You'll have to deal with me first, desecrator," Dreadwing cocks his cannon.

"Do you really think you can defeat us, Dreadwing?" the clones take out their swords.

"Yes, and this time, Megatron won't save you, you cowardly heaps of slag. Now, come at me!" Dreadwing fires his cannon.

Megatron dissipates his hover-board to conserve his strength when he gets enough distance from Dreadwing's fight with Starscream's clones. He moves ahead, finding destroyed Atlas robots and dead soldiers littering the floor around him. No doubt Cinder's handiwork. He moves on, eventually hearing what sounds like the sounds of battle ahead. Breaking into the room next to Fria's room, Megatron catches sight of Penny and Winter battling against Cinder Fall and the real Starscream. Penny is swinging her blades around at Cinder, who counters with a pair of her own, but then bursts forth with her Maiden powers against Penny, forcing her back and then has one of her blades explode, knocking Penny back. Meanwhile, Winter trades blows with her blade against Starscream's. At one point, she makes a wide swing at him, but he jumps up with his boosters to the ceiling, bouncing off of it to impale his sword in Winter. Winter jumps back and then tries to get a strike in, but Starscream blocks the strike, head-butts her in the face, and then kicks her off to the side. Just as he does, he gets blasted from behind by Megatron's cannon. This prompts the others to turn and notice him.

"You won't claim the Winter Maiden's power, Cinder. Your quest for power ends here," Megatron engages his arm blade, but then turns to Winter. "Winter, I know you know about Ironwood's orders to arrest my friends and I, but you don't know the reasons behind it. More importantly, I need to know where you stand right now in this fight. In this fight alone, are we enemies, or allies?"

Megatron knows that Winter is vastly loyal to Ironwood, and will always carry out his orders. Luckily, Penny cares about her friends, so he's not worried about her doing that. However, he's hoping that Winter will put all that aside for the time being. At least, until after they've dealt with Cinder and Stascream.

"Right now, we need to protect the Winter Maiden, so I'd say, our interests are currently aligned," Winter aims her blade at Cinder and Starscream.

"At least you have some sense of reason," Megatron mutters before charging at Starscream while Penny and Winter go after Cinder.

Back with the others, Yang and Blake fight their way through a few Atlas robots as they head for hanger. Luckily, Ironwood had a hanger with some ships there in case of emergencies. This would qualify as one of those emergencies. They finish off one group, only to narrowly avoide more shots coming at them from behind and they take cover. They glance back to see more robots firing their weapons as the get closer. However, a pair of tentacles come out and grab the heads of two machines, shocking them into shutdown, before a pair of blades slices through two more. The girls look back to see Soundwave as the culprit.

"Soundwave, you're here. Are the others okay?" Yang asks as they approach. Soundwave nods as Laserbeak lands on his shoulder. "Good, listen, we could really use your help getting a way out of here. The hanger is just up ahead," Yang points behind them.

Soundwave nods, but as they're about to move, they hear their scrolls go off, "Wait... are those are scrolls?" Blake asks as they pull them out.

"Apologies for the delay. It took a little while, but I managed to get our scrolls working again. I also isolated them from the main network so the military can't listen in on our conversations. I'm making my way to the hanger now. I'll be there shortly," they hear Shockwave on the other end.

"Shockwave! Good job," Yang cheers.

"Hah, you might be just about as good as the finest mind in Atlas!" they then hear Maria on another line, much to their surprise. "We were actually working on that same thing, but it looks like you beat us to the punch. Pietro and I are flying up to you guys now. We'll pick those who are closer to us. You guys near the hanger steal a ship and pick up the others. Then we'll get out of here and link up back in Mantle," Maria explains as she and Pietro fly an airship up to the academy.

Just then, another voice comes over the call, "You guys, have you seen Oscar?!" it's Nora's voice.

"Nora? Wait, what are you talking about?" Yang asks.

"We found Oscar and he gave us the lamp, but as we were dealing with some Atlas soldiers, he just vanished on us," Jaune explains.

"...I'm sorry, but you all need to go on without me. There's something I have to do alone. I'll be alright, just get out of here and get the lamp and the Winter Maiden to safety," they all hear Oscar before he cuts off the line on his end.

"Oscar, wait!" Jaune calls out in vain.

"What should we do?" Blake wonders.

"We do what we're supposed to do. Secure our way out of here. If Oscar is so sure about this, then he'll either meet up with us or find his own way out. We must move, now," Shockwave replies.

With no other choice, the group move on with their objectives.

Back down in the Winter Maiden's chambers, Megatron, Winter, and Penny continue their battle against Cinder and Starscream. Megatron clashes his arm blade against Starscream's before he rolls back as Starscream tries to push him back with his boosters and ends him flying over him. Starscream manages to land back on his feet and flies back at him, but Megatron throws a back-kick at his chest to knock him back. Starscream takes out his rifle and takes a few shots, but Megatron creates a shield to block them. Meanwhile, Winter uses her summoning to send out a flock of small Nevermores at Cinder, but Cinder roasts all of them with a wave of flames before jumping through them to attack Winter. Winter brings out her estoc blade out of her main one and clashes her blades against Cinder. Penny sends out her blades at Cinder's side, forcing her to jump back, and then Penny flies in to punch her face. However, Cinder catches her fist and throws her into Winter. As the two get up, Cinder flies at them, grabbing them by their faces and flying outside Fria's room.

"Penny!" Megatron yells, but has to block another sword strike from Starscream.

"You'd better stay focused on me, Megatron, or else I'll turn you into scrap. Of course, I plan on doing that anyway," Starscream taunts him.

"You and I both know that isn't true," Megatron then head-butts Starscream in the face before punching him back.

Megatron then uses his semblance to create a mega cannon, shocking Starscream. Starscream fires his rifle, but Megatron blocks the shots with his mega cannon. He fires his mega cannon which blasts Starscream into Fria's room. Megatron jumps in while switching his mega cannon for a pair of large hook blades. He wraps the blades around Starscream and throws him into the wall. He looks over and notices Fria in a pod, unconscious. He needs to take this fight away from her. However, just as he's about to do so, Cinder Fall flies back inside the room before Winter and Penny do.

"I don't think your friends will be coming back in time. I'm claiming what is mine," Cinder says as flames emit from her hands.

"You know, I used to think just like you. Trying to claim as much power as I could. Trying to obtain it all. And you know what I realized after all that?" Megatron inquires.

"What would that be?" Cinder asks as Starscream stands beside her; his rifle aimed at Megatron.

"...Power without purpose means nothing," Megatron then smashes his hook blades together, sending out a shockwave of energy at the both of them.

The shockwave knocks both of them out of the room. Starscream is the first to fly back up, only to get blasted in the face by a shot from Megatron's arm cannon that sends him falling below. Megatron then goes to Fria's pod and opens the door.

Fria slowly opens her eyes, "...Who... are you? I was... waiting for something. What was I waiting for?"

"Never mind that. I'm here to get you to safety," Megatron says as he helps her out of the pod.

Just as he's bringing her out, a knife comes in and stabs Fria in the torso. Megatron looks shocked before turning to see Cinder landing back in the room.

"She's mine!" Cinder sends out her Grimm arm, only for said arm to get sliced off by Winter's blade.

Penny flies over them to kneel by Megatron and Fria, "Is she okay?!"

"No, she's not. A wound such as this requires medical attention, but... with how weak she has become..." Megatron then looks back to see Cinder regrow her Grimm arm back and, consumed by rage, attacks Winter. "Take care of her. I'll deal with Cinder."

Megatron fires his arm cannon at Cinder, grazing her right shoulder. Winter uses this chance to slash her blade at her, but Cinder blocks with one of her blades. By this point, Starscream has returned to the fight and flies in to attack Megatron, who blocks his strike with his arm blade. Megatron glances over, seeing Cinder throwing blades at Winter. With her aura depleted, Winter's body starts taking damage from the onslaught. Megatron roars and head-butts Starscream in the face, then follows it up with a point-blank mega cannon blast to his chest. Starscream's aura goes as he falls out of the room again. Megatron fires off his mega cannon again at Cinder, the blast hitting right in front of her to separate her from Winter. Just then, they feel a gust of wind blow through the room and look back to see Penny standing over Fria's body; her eye glowing green. Penny has become to new Winter Maiden, much to their shock.

"Winter!" they hear and look up to see Weiss and Ruby appear.

Cinder gets ready to attack, but Ruby's Silver Eyes glow and a bright light engulfs the room. When the light fades, Cinder is gone, and Ruby falls onto her hands and knees from using her power. Winter, though injured, manages to get back onto her feet unsteadily.

"Winter, are you okay?!" Weiss runs to check on her sister.

"...What... did you do?!" Winter demands as she glares at her sister, scaring Weiss a bit.

Megatron and Ruby stare at Penny as her new powers dissipate and she checks on Fria. However, Fria is already gone. Ruby kneels next to a sobbing Penny.

"Penny, are you okay? What happened?" Ruby asks.

"She's... gone," Penny replies as she stops crying.

"No..." they turn to Winter. "She's a part of you now," she says.

…

Meanwhile, the rest of the group aside from Oscar make it to the landing platforms where their airships pick them up. When they see that Jaune has the lamp, they are relieved for that, but that relief fades when they notice someone is missing.

"Where's Oscar?" Yang asks, but the others can only shake their heads with no real answer.

…

Winter leans against the wall, still wielding her sword, "I suggest that you all surrender... and comply with the general's orders," Winter tells them.

The four glance at each other, "We can't do that," Weiss says sadly.

"Ironwood gave orders for your arrests... so I must carry them out," Winter replies.

Megatron stands in between them, "Winter, don't make me do this. Please... not in front of your sister," he asks with a sad look.

Winter glances from him to Weiss and sighs, "Then... I suggest you run," she stands down.

"No! You're hurt! I'm not going to leave you like this," Weiss cries.

"You're not leaving me! I'm giving YOU a head start," Winter tearfully says and hits her comms. "This is special operative Schnee in need of medical assistance. Send reinforcements. Over," she calls out over the comms.

Weiss is sad that her sister won't go with them, but accepts her sister's choice, "We all have to carve out our own way," she mutters.

Just then, an airship appears outside and opens up its side door, revealing Yang and Dreadwing inside.

Dreadwing jumps out of the airship and approaches them, "We must leave, quickly!"

"We need to go," Ruby says.

Weiss, Ruby, Megatron, and Penny leave to board the airship, but Dreadwing remains behind a moment with Winter.

Dreadwing stares at Winter, "I'll keep her safe," and then he leaves.

On a rooftop, Cinder regroups with Starscream and Neo, but none of them accomplished their objectives, which makes Cinder angry.

The airships leave the academy. Inside one of them, Ruby and Weiss hold Penny's arms, showing her that she's not alone.

As their airship flies away, the comms come online, "We've got multiple hostiles on radar. Is anyone else seeing this?" one male soldier calls out.

"These readings can't be right. What the Hell is this?" a female soldier calls out.

Megatron looks out the window, with the others staring behind him. He, along with everyone else, see the dark clouds approaching the kingdom. Their expressions turn to horror when they see a giant flying Whale Grimm, the Monstra, emerging from the clouds. Scores of smaller flying Grimm appear all around it. Finally, standing on top of the Whale Grimm... is Salem.

Megatron stares at the dark army before them, "By the Allspark..."

And that's the chapter and the volume 7 finale. Megatron and his allies save the new Winter Maiden, Penny, from Cinder, and they even keep the relic of knowledge safe. But, that does little to help them when Salem finally arrives at Atlas with a Grimm army in tow. Can Megatron and his allies save Atlas before it's too late? Or, will it fall like so many cities back during the war for Cybertron? Until then, please Read and Review.