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-CHAPTER START-

Realm R38Y

With the full moon in the sky, Qrow took the lead as the group entered Haven Academy. Headmaster Lionheart was standing on a terrace at the top of the stairs, held up by a statue of a woman wrapped in chains.

"Why hello. Thank you all for… coming. There, uh… seems to be more of you than last time" He chuckled nervously.

"Eh, you know what they say" Qrow replied. "The more the merrier. So, what's going on with the council?"

"Why… did you bring your weapons?"

"What? Leo, we're Hunters. You okay?"

"Of course! Of course, sorry. Just haven't had my evening coffee."

"Look, it's nice to see you, but we got work to do. Are we getting support from the council or not?"

Looking around as the two men talked, Yang caught sight of a big black bird perched on a balcony railing.

"…Mom?"

It says a lot about the nature of Qrow & Raven's sibling relationship that his first instinct upon seeing her up there was to shoot at her, the bird flying out of the line of fire and down to beside Lionheart, shifting into human form as she landed.

"Raven…" Ruby stared.

"If you're going to shoot me," Raven said as she removed her mask, "then shoot me. That was insulting."

"What are you doing here?!" Qrow demanded.

"I could ask you the same thing" she walked down the stairs. You've been scheming, little brother. Planning to attack your own sister."

"Leo… What have you done?!"

"I…" the lion Faunus stammered.

"Leo did what any sane person would in his position" Raven replied. "He looked at all the information he had in front of him, assessed the situation, and made a choice. And it seems you all have, too."

"You have the Spring Maiden" Qrow glared.

"I do."

"Then hand her over and let's work together! With the DDF's help, we can beat Salem!"

Raven looked back at Lionheart for a moment, then back to her brother. "All that time spent spying for Ozpin and you still have no idea what you're dealing with. There is no beating Salem!"

"You're wrong" Ruby said. "We've done things that most people would call impossible, and I know the only reason we were able to do it is because we didn't do it alone! We had people to teach us, people to help us, we had each other. Work with us. At least I know we'll have a better chance if we try together. Please."

Looking at Ruby, Raven's expression softened. "You sound just like your mother…" she said sadly.

Then, drawing and raising her blade, with her back to Leonardo, she looked right at the group, especially at Weiss, and very clearly mouthed 'Shield!'. As she swung her blade and created a portal, a fireball shot out of it, only to impact against the Rune Shield that Weiss conjured just in time. Cinder Fall stepped out of the portal.

"Hello, boys and girls."

She was then joined by Vernal, Emerald, Mercury, and finally Close, Dyspear's most powerful subordinate (as in, he could probably fight any of the Three Sorceresses one on one and not get squashed like a bug in under a minute). Everyone went on guard; Terra summoned his Ends of the Earth, while everyone's Pokémon came out, ready to fight.

"C'mon, guys" Mercury smirked. "Is that any way to greet your old friends?"

Yang growled.

"Everybody, stay calm" Qrow said, still looking oddly at his sister; if she was a traitor, why had she silently warned them?

Then, the doors behind them opened up, and Oscar paled when he saw who it was.

"Adam's people are prepping demolition charges and securing the school grounds" Hazel reported as he closed the door behind him. "No-one's getting in, and no-one's getting out."

"You think so, do you?" Blake murmured to herself. "We'll just see how long that lasts."

"This was all just a trap?" Weiss pondered.

"It appears so…" Ren replied.

"Raven…" Qrow spoke. "How long have you been with them?"

"Aww, don't take it personally, little bird" Cinder mocked. "Your sister is a very recent addition. The lion, on the other hand… Entrance into the Vytal Festival was a real treat. Leonardo's been sending Salem all sorts of information for a very long time. Isn't that right, Professor?"

"Stop it…" Leonardo cast his gaze down with shame.

"It was you…" Qrow realized with steadily growing outrage. "You sit on the Mistral Council. You had information on every Huntsman & Huntress in the Kingdom, and you gave it all to her?"

"I-"

"I couldn't find any of them, because you let her kill them!"

Lionheart said nothing, but sorrow was clear on his face.

"Don't beat yourself up over it, Lionheart" Cinder said. "I'm sure Tyrian and Hazel would've found them on their own eventually."

"What is wrong with you?" Jaune seethed. "How can you be so broken inside? To take so many lives, and then come here and rub it in our faces like it's something to be proud of?! Do you feel anything?!"

"No" Cinder replied plainly. "Any 'empathy' I may have once had has long since been beaten out of me when I was a child. Power and killing are all I care about now."

"Then you're too far gone" Pyrrha said as she & Jaune readied their swords & shields. "And we need to put you down before you kill anyone else."

Cinder chuckled. "Don't talk the talk if you can't walk the walk, girl."

She conjured an obsidian scimitar and charged, with Pyrrha, Jaune, & their three Pokémon moving to meet her. Ruby tried to engage, only for Emerald to bar her & Scyther's path.

"You're not getting near her" the green-haired girl decreed.

The two of them started dueling, and Yang tried to come to her sister's aid only for Mercury to stop her.

"Hey there, blondie. I'm thinking you owe me an apology for my leg, dontcha think?" He lifted his pant legs a little to show his prosthetic limbs. "Took hours to repair the joint…"

He then jumped back to dodge a heel-drop from Pirika that cracked the stone tiling where he'd just been standing. The two brawler girls took position beside each other, joined by their Pokémon partners.

Raven turned to Vernal. "Keep the heiress and the chieftain's daughter. Don't bother using your full power." She then leaned in and spoke quieter. "No lethal force."

Nodding, Vernal ran at Weiss & Blake. Meanwhile, Raven raised her blade to block a blow from Qrow's.

"Fight me and make it look convincing, brother" she whispered harshly.

"What the hell are you even doing?!" Qrow hissed.

"The Three Sorceresses have added a fourth member – someone Maleficent sprang from imprisonment and then used her time magic to grab their underlings' souls from the past to put into new bodies."

"Why are you working with Team Salem but then suddenly helping us?" They kept attacking and clashing blades as they talked.

"I used my Semblance to check on what you were getting yourself into a few times. I saw those girls in their final showdown against the Ainsworth Patriarch, and then that boy with the First Keyblade taking on someone as powerful as Salem and winning. Maybe, just maybe, these crazy kids of the DDF, their incredible powers and ability to defy the odds, just might be able to do what Oz – what Remnant – can't. But there's also the chance that they can't, especially with Salem having allies on her power scale. I won't commit against those odds, but I don't want to write the DDF off just yet, either. So I'm doing what I can to get them off my back, and then getting the hell out, hunkering down and waiting to see which way the wind blows before I commit to any long-term course of action."

Meanwhile, Ren & Nora squared off against Hazel.

"I don't wish to fight either of you" the big man told them.

"Nor I you" Ren replied.

"But we have to if you're with her!" Nora added.

Hazel sighed, cracking his neck & knuckles. "Very well, then. I'll try my best not to kill you; I abhor unnecessary death."

Meanwhile, as Lionheart nervously watched the battles breaking out, he noticed Oscar walking up behind him.

"Young man, I don't know who you are or what you think you're doing, but for your sake, I suggest you leave. Now."

Oscar stood in place, defiant. "Sorry, but I don't think my passenger would appreciate me running away. He'd never let me hear the end of it."

He then drew the 'Long Memory', the collapsible cane springing into full form, and Lionheart's eyes widened.

"…Ozpin?"

"Not quite."

Oscar then lunged forward, a furious offense pushing Lionheart back. Oscar pressed his assault, eventually pushing Lionheart down the steps.

"This can't be… I knew you would be back, but… you made it here! You found Qrow! How?"

'Leo… What happened to you?' Ozpin mused sadly.

"Wait… You can't have had this form for long. You're… not really Ozpin right now. You're still two minds and souls. Boy… If I deliver you to Salem, she'll have to be pleased with me, and I can finally get out of all of this! I can finally be free!"

Now determined, Lionheart readied his weapon.

"What do I do?" Oscar softly asked.

'Fight.'

Meanwhile, Weiss and Blake working together were just enough to match Vernal evenly, and the assistance of their Glaceon and Purrloin was enough to give them a slight advantage. Blake's sheer speed and agility let her attack fast enough to get around Vernal's guard and land a few blows on her Aura Barrier, though Vernal's return strikes were so strong that even blocking them made Blake's arms shudder. A wave of ice darts from Weiss and Ice Shards from her Glaceon pushed Vernal back a bit, giving Blake some breathing room, and then a Quick Attack from Blake's Purrloin did a little more damage. Growling, Vernal triggered her weapons and fired a sweeping beam of electrical energy that forced the girls to duck as it swept overhead, carving a deep gash in the (thankfully decorative) column it hit. Deciding it was time to step things up, Weiss used her familial Revenant Summon power, calling forth a squadron of ghostly white Lancer Grimm to aid her & Blake in the fight.

If/When she was at her best, Yang would have been evenly matched against Mercury, but the massive blow to her confidence and fighting spirit, and resulting change in her fighting style to a more evasive and defensive one, meant that she was at a disadvantage. The speed & agility boosts that came with Might Guy's training, and her desire to protect her sister leading her to try being more aggressive than she'd like, gave her a better chance, but if she were going one-on-one as she is now, she likely wouldn't win. However, she had her Torchic, her Tyrogue, and Pirika & her Kubfu helping her, and together the five were matching Mercury and even keeping him on the defensive at times. Fire bolts from Yang's gauntlets and Embers from her Torchic flew at Mercury, only for him to blow them away with a gust of wind launched by a kick. Yang used the opportunity to get in close, ducking under a left cross and hammering him with a few boxing blows before he shoved her back. He stumbled from Kubfu's Low Sweep, and then a heavy kick from Pirika sent him tumbling. Growling as he got back on his feet, Mercury charged Dust cartridges in his robo-legs and started kicking concussive wind blasts at them.

Ruby and her Scyther matched blades with Emerald, whirling speed and slashing strikes filling the air. Scyther rushed in close with a Fury Cutter barrage, battering at Emerald's guard and landing a hit or two. She beat the bug back with several shots from her weapons' guns, and then leapt back to avoid a downward swing of Ruby's scythe. She used her Semblance, giving Ruby the illusion of Cinder suddenly coming at her wreathed in flames, and when Ruby flinched she went in for a stabbing strike, only for a Vacuum Wave from Scythe to force her back. Growling and shaking her head, Ruby switched to her Keyblade, engaging Emerald up close.

"Why are you doing this?!" she shouted. "Salem's-"

"I don't care about Salem!" Emerald snapped. "But I owe Cinder everything! She saved me from starving to death, cold and alone and hated! She's the first person to ever treat me like I was worth something! So I will do whatever she asks of me, even if I have to kill my own heart to do it!"

The building shook slightly with the force of the blows Terra and Close were exchanging. The DysDark General had conjured a large, slightly curved, dark-purple blade to duel with against the young Keyblade Master, the two of them clashing blades with ferocious strength. Close extended a palm and fired a shotgun-blast of Dark magic which Terra blocked with a Reflera spell, and Terra then returned fire with a Fira spell which Close deflected with his sword. Close then cried out in shocked pain as Terra's Sandile latched onto his leg with a Bite, growling and shaking his leg to dislodge the little Pokémon, which gave Terra an opening to land a few heavy blows. Close retaliated, landing a couple hits of his own before Terra could get clear.

Cinder was unhappily surprised that, working together, Jaune and Pyrrha were enough to prove an even match against her. The sheer Aura-enhanced strength behind Jaune's blows meant that blocking them ran the risk of breaking Cinder's Aura-glass weapons, while Pyrrha's agility and martial skill enabled her to match Cinder's swordsmanship blow for blow, and their shields proved able to withstand any fire blasts she threw at them. Pyrrha pulled out some of her "iron sand" (actually made predominantly of powdered magnetite mixed with a couple of other components), which had been chakra-treated so that it wouldn't melt & fuse (at least, not too quickly) against Cinder's flames, forming it into battering rams and stabbing spikes that battered against Cinder's defenses.

Pyrrha's Treecko threw a barrage of Swift stars at Cinder, which she deflected with her obsidian blade but distracted her enough for Jaune's G-Farfetch'd to come in and land a Steel Wing that knocked her back a bit. Growling, Cinder swung her weapon at the duck Pokémon, only for Pyrrha's Nosepass to put itself in the way, its Hardened body stopping Cinder's blade cold. Jaune rushed in before Cinder could do anything else, swinging his blade with all his might, and when she raised her weapon to block, the overtaxed black-glass sword shattered. As Cinder staggered back, Pyrrha took advantage of the brief opening. When she rushed in, Cinder dodged the stabbing thrust of Pyrrha's blade, but was hit dead-on by the tall redhead's full-force punch to the face, strong enough to make her Aura Barrier visibly flare as she was sent stumbling back. As she recovered, Cinder was literally smoldering with fury, her eyes alight.

"Give up and face your fate, Cinder" Pyrrha scowled.

"We'll stop you here" Jaune growled. "You and your lackeys aren't killing anyone tonight!"

"…Is that so?" Cinder replied. "Like I told your girlfriend, Mr. Arc: don't talk the talk…" she formed a long, thin hot glass spear "if you can't walk the walk!"

She reared back, making them go on guard to defend… and then she spun and, firing a blast with her free hand at them to stop them from stopping her, hurled the spear at a randomly-picked distracted 'hero'. …Jumping back from one of Mercury's blows, Yang suddenly heard a terrible sound nearby. Turning, she – and every other good guy on the field – stared in shock and horror. Eyes wide, Pirika looked down at the glowing hot spear that had just impaled her from behind, searing the flesh and organs it had torn through.

"Pirika!-!"

Jaune ran over to the downed girl as she fell. Meanwhile, Ruby charged at Cinder in a rage, only for Emerald to bar her path.

"Move or die!" the girl in red growled.

"I'll die before I let you hurt Cinder!" Emerald replied.

In response, Ruby began attacking the green girl more ferociously, actually going for killing strikes now. There was a cry of fury from Pirika's Kubfu, who dashed at Cinder while Focusing his Energy and Working himself Up. The little bear struck with a pumped-up Aerial Ace that Cinder deflected with a new blade, which Kubfu then shattered with a Brick Break. Pyrrha, equally enraged, joined in with a wave of deadly iron-sand spears, but Cinder blasted them back with her flames. Then, Cinder slammed her bandage-wrapped hand to the floor, and a sizable number of Heartless spawned in. At her gesture, they all rushed at Jaune and the downed Pirika. Cinder gave her two attackers a smirk, and after a few seconds Pyrrha and Kubfu snarled and rushed off to head the Heartless off, protecting Jaune as he frantically tried to do something. Seeing the Heartless, Terra tried to disengage from Close and fight them off, but Close wouldn't allow that, keeping the young hero occupied.

Meanwhile, Oscar sent Lionheart tumbling down the stairs and right into Hazel (who was fending off Nora, Ren, and their Pokémon without actually attacking them beyond the bare minimum). As Oscar and Nora ran over to Jaune & Pirika, Hazel picked Lionheart up by the smaller man's collar.

"You're lettin' that boy make a fool of you" he admonished.

"That's not just a boy!" Leonardo replied. "He's Ozpin's newest vessel! He's already reincarnated!"

Eyes widening, Hazel dropped Lionheart and looked over at Oscar, then at the cane in the boy's hand.

"…Ozpin?"

Then, his ever-present calm demeanor vanished, replaced by pure, hateful volcanic fury.

"OZPIN!-!-!"

'Oh, no…' Ozpin said with dread as Oscar looked up in shock.

"You thought you could hide from ME?!" Hazel ripped his coat off, and then grabbed a pair of Lightning Dust crystals from pouches on his legs. "You'll pay for what you did! You'll die over and over again!-!"

He then stabbed the Dust crystals into his own arms, and his blood vessels distended and glowed gold with electrical power. His eyes glowed to match, and he released a bestial roar. Oscar slowly backed away, suitably unnerved.

"D-Do we fight?" he asked his passenger.

'No; we run!'

Hazel leapt forward, only for Qrow & his Absol to rush in, the former pulling Oscar out of the way while the latter flung a Razor Wind at Hazel that didn't even slow the enraged giant down. As Qrow shifted his Harbinger to its scythe form, Raven and Vernal (who was noticeably scratched up, her Aura Barrier weak) joined up with Cinder.

"Ozpin is here?!" Cinder seethed.

"Is that a problem?" Raven asked.

"I'm not sure, but right now we have the upper hand. Let's not waste it. Leo! Open the path to the Vault!"

Leonardo did as he was told, triggering the massive statue to begin moving. Yang tried to intervene, only for Mercury to kick her away, and then Ruby joined in to help her, which in turn led Emerald to join the fray. As the sisters tried to fight through the minion twosome, Jaune desperately tried to push pressure on Pirika's wound. Cinder, Raven, and Vernal stepped on the revealed elevator, which began to carry them down below the Academy.

'Oscar…'

"No!" Oscar snapped at his passenger as he dodged a shockwave punch.

'Oscar-'

"I told you, no!"

'Please, let me take over! I can handle him!'

"I told you I needed to fight for myself! So I will!"

'This is not your fight!'

"What does that mean? Why is he so angry at us?"

"He didn't tell you my tale, did he, boy?" Hazel asked. "I thought you looked familiar, but to think that evil was inside you when our paths first crossed… Your blood won't be on my hands; it'll be on his."

At this point, Qrow swept in and engaged Hazel.

"…Oz, what is he talking about?"

"Tell him, Ozpin! Tell him how you KILLED HER!"

"Her?"

'Gretchen Rainart was Hazel's sister. Despite her brother's wishes, she enrolled at Beacon Academy to become a Huntress… and tragically lost her life on a training mission. Hazel holds me responsible. …Please, let me fight. I know Hazel. He's wounded in a way that cannot be healed.'

"You know now!" Hazel shouted as he swatted Qrow aside. "You can forgive me for what I'm about to do."

"Did she know?"

Oscar's sudden query made Hazel stop.

"Did she know the risk of being a Huntress?" the boy asked.

"She was only a child! She wasn't ready!"

"She made a choice! A choice to put others before herself!" He took a stance with the cane. "So do I."

"…Then you have chosen death!"

'I'm sorry.'

"Wha-"

Then, Oscar's eyes and Aura flickered, as Ozpin forcibly assumed direct control. Hazel roared in fury and charged. Meanwhile, Jaune and Ren were still trying to keep Pirika alive as everyone else kept the Heartless off them.

"She's barely breathing" Ren said. "I… I don't know if there's anything we can do…"

Slowly, Pirika's struggling breaths began to cease.

"No… No! It wasn't supposed to be like this!" Jaune cried. "She's already suffered so much! She can't die now, not when her life is getting better! Please!"

And then, spurred on by his desperation, Jaune's Semblance finally awakened and sprang to life. Despite her not even being a Remnantian, Pirika's Aura was forcibly unlocked (or perhaps even created) as Jaune's poured into her, being supercharged by his power and rapidly beginning to mend the damage and bring the girl back from the edge of death.

A squad of High Soldiers broke past the others and rushed at Jaune. Then, his Galarian Farfetch'd barred their path, and the Pokémon's body shimmered as a spillover of Jaune's Semblance hit him. Rushing in, he sent a High Soldier sailing with a Brutal Swing, then Detected an incoming diving kick and hit the attacker with a Steel Wing to the throat. A third came at him from above, but he used his "egg move", a Counter hitting the Heartless with twice the force it struck with.

Then, the little duck's body was engulfed in a white glow. The giant leek split into two objects, one held in each wing-hand, as the Pokémon's body became bigger. When the light faded, the Pokémon's feathers were now mostly white, and he held a massive leek sword/lance in one hand and a solid leak-leaf shield in the other. The biggest High Shadow prepared to attack, but Sirfetch'd struck first, lunging forward to make a very impactful First Impression that struck the Heartless down.

-Break-

Aboard the elevator, the atmosphere was rather awkward.

"Are you nervous, girl?" Cinder asked Vernal. "The first Maiden in – why, I'm not sure anyone knows how many years – is about to open a Vault. I would say it's quite an exciting time. Don't you feel honored?"

"No" Vernal replied. "I'm not concerned with any of this. All I care about is my tribe – my family. This is a burden, not an honor."

Cinder chuckled. "You've conditioned her quite well, Raven."

Soon, the Haven Vault came into view – a massive cavern with a large tree dotted with glowing orange flowers. The elevator reached the bottom, and the gate lowered.

"It's certainly grander than Beacon's" Cinder remarked. "I wonder what the extra effort was for."

"Can we please not linger?" Raven said, testy.

"Hm. After you."

-Break-

Ozpin and Hazel were in the midst of a pitched battle. Lionheart tried to intervene, only for Qrow & his Absol to set upon him. Ozpin kept dodging Hazel's blows, jumping around and landing hits of his own. However, even as Ozpin kept landing blows, Hazel wasn't stopping, powering through the hits and then blasting the old spirit's vessel back with a lightning shockwave.

Meanwhile, Pirika's condition was steadily improving as the white aura enveloping her body kept glowing.

"W-What's happening?" Jaune murmured in shock.

"She's stabilizing…" Ren replied.

The Heartless were just about gone by now. With the Pokémon mopping the darklings up, Ren moved to help Ozpin while Nora stood guard over Jaune & Pirika. Weiss and Blake moved to assist Ruby & Yang against Emerald & Mercury, while Pyrrha went to help Terra against Close.

-Break-

The three women approached the Relic chamber, Raven's mask back on. Suddenly, a symbol on the ground glowed bright, along with the circle enclosed around it. Similar circles & symbols lit up, leading to the chamber door. The tree's flowers glowed brighter, ethereal petals drifting down. Vernal held out her hand to catch one.

"Having fun?" Cinder asked.

"Vernal, stay focused" Raven ordered.

"Oh, come on, Raven, let her enjoy this. It's a once-in-a-lifetime experience."

"How does this work?" Vernal asked.

"Once the Spring Maiden places her hand on the door, it will open. For you – and only you. Then, I will walk into the vault, and retrieve the Relic. No-one else. Is that clear?"

"Yes."

"It doesn't matter to us" Raven said. "Let's get this over with."

"Alright, then" Cinder replied. "Whenever you're ready, Vernal."

Vernal approached the giant door. As she did, Raven slowly reached for her sword's hilt, only to stop as Cinder began to speak.

"You know, I've heard so many stories about you, Raven. They say you're a cunning leader, that you're strong, that you're clever… It's a shame that they were wrong."

Suddenly, she spun and launched an ice blast right at Raven.

"VERNAL!"

Raven tried to reach out, but was encased in ice before she could do anything. Just about to touch the door, Vernal spun and drew her weapons… and jolted as terrible pain struck her. Looking down, she saw the damned Grimm arm grafted to Cinder's left shoulder, extended out toward her as if made of elastic, its deadly bone claws now stabbed deep into her torso.

"It's nothing personal, dear" Cinder said with a mocking faux-sympathetic tone, walking closer. "You're just not worthy of such power. But I am."

She twisted her Grimm arm, and Vernal screamed in agony as she was tossed to the ground, desperately trying to pry the claws out of her gut.

"So, I will take… what is mine…"

Vernal's struggles started to weaken, her grip on Cinder's Grimm arm loosening. Cinder smirked… but then realized something was wrong.

"W-What is this? Where's the power?!"

Then, she heard ice shatter behind her, spinning around to see Raven free, a bluish aura glowing around the woman's body.

"You won't find it," Raven replied, "because Vernal isn't the Spring Maiden!" She took off her mask, revealing a Maiden's fiery glow around her eyes. "I am!"

-Break-

"You guys doing okay?" Nora asked.

"I-I think so" Jaune replied. "She's coming to. I just wish this would go faster."

"How about you don't complain and just be thankful you unlocked your Semblance when you did."

"…My Semblance?"

"How else do you think you're healing her, dummy?"

Jaune looked down at the stricken girl. "No. I don't think I'm healing her. Our Aura heals our bodies. It feels… more like I'm using my Aura to amplify hers!"

"Wait, she has an Aura even though she's not from Remnant?"

"Either everyone has an Aura and Remnant's people are just the most accustomed to unlocking it, or… I dunno, maybe she spent enough time on our world that she 'developed' an Aura, or even somehow got one from my Semblance. Whatever the case is, this is working. I just need more time…"

Suddenly, there was a thud as the charged-up Hazel punched Ren into a wall, and then struck him with an electrified fist; Ren screamed in pain as he was shocked, and then collapsed.

"REN!-!"

"Go!" Jaune said. "I've got her!"

Nora ran in, as Pirika stirred beneath Jaune's hands.

"Wha' happen?" she murmured.

"You took a bad hit" he told her. "You need to stay with me while the others fight."

"I'm a… burden again?"

"No; you got sneak-attacked by Cinder in the middle of a chaotic battle while focused on another dangerous opponent. That's not your fault. You've done well tonight."

Meanwhile, Ozpin used his cane to block several flaming rocks fired by Lionheart's weapon, but was then punched back by Hazel.

"Hiding behind the face of a child?" Hazel snarled. "A monster like you must be stopped!"

Nora charged at Hazel with a loud battle cry, but he caught her hammer and slammed her to the floor. He then grabbed her head, discharging electricity to fry her.

"How many more children must die for… huh?"

Then, Hazel felt as the Lightning Dust was being drained out of him and into Nora, who was letting out a rising kiai as she grabbed him by the wrist and flipped him over her shoulder, slamming her to the ground hard enough to crack the tiling. She took a stance, her body and hammer crackling.

"An electricity-absorption Semblance…" Hazel realized. "Not good…"

"His Semblance…" Ozpin said to Nora. "He can shut off his pain receptors at will. It's how he is able to handle injecting so much Dust into his body."

Nora growled. "I don't need him to hurt… I just need him to GO DOWN!-!"

She charged to meet Hazel, ducking under a punch and slamming her hammer into his chest. The resulting explosive force created a thunderclap as it launched Hazel through the air, crashing through the front wall and outside into Haven Academy's quad. This was quite a shock to Adam Taurus and the sizable contingent of White Fang soldiers with him.

"What's going on in there?" Adam asked as Hazel got to his feet.

"None of your concern…" the giant replied. He then took out a pair of Fire Dust crystals and injected them into himself.

Adam growled. "Stay focused, men! Our friends are almost done here."

"Adam!" Blake and her Purrloin ran outside. "Stand down!"

Adam chuckled. "To think I went to so much trouble to find you, decided to shelve hunting you down in order to focus on taking out Haven, and yet here you are!"

"This isn't what's right for the Faunus! Stop what you're doing and we can end this peacefully."

"You're wrong, Blake. And you can't stop us."

"Not alone, I can't…"

"And that's why she didn't come alone!" a new voice called out.

Adam and his followers looked left in surprise, seeing Sun Wukong standing at the head of a huge force of Faunus armed with clubs, spears, swords, and a few guns donated by Aria's people, carrying shields bearing the old blue & white White Fang emblem.

"What?!" Adam snarled.

"Who's there?" one of his men pointed.

From the right came Ghira Belladonna at the head of another group.

"Your brothers and sisters" he replied.

One of the White Fang soldiers lowered his weapon, recognizing a Faunus in the crowd. "M-Mata?"

"Please… Stop this…"

Adam and his people looked all around. "Make no mistake, brothers!" he called. "These are our enemies! And we will not let them ruin-"

Suddenly, a Mistrali airship flew overhead, shining its searchlight down on Adam.

"Adam Taurus, this is the Mistral Police Force! Lower your weapons and surrender peacefully!"

Then, a third group entered the plaza. There were less of them than from the Menagerie Faunus groups, but the sight of a big squad of Krogans was still unnerving to the villains. The aliens were led by a big, old Krogan wearing yellow armor adorned with bones.

"The jig's up, kid" Nakmor Drack said to Adam. "Surrender." He hefted his hammer. "Or don't. That'd be more fun."

"How… How did you do this?!" Adam snarled at Blake.

"It's over, Adam" she replied.

"…Then it's over for all of us" he pulled out a detonator.

"H-Hey, wait!" one of his people shouted.

He pressed the button… and nothing happened.

"…Where's the kaboom?"

"What are you doing?!" a White Fang soldier snapped. "Are you trying to kill us all?!"

Adam grabbed him by the collar. "I'm trying to make humanity pay for what they've done!"

"We sent someone over to confirm your explosives," Blake spoke up, "and once we did, she disarmed them."

Ilia walked out from around the tower, holding some wires she'd pulled out from the bombs.

Adam seethed, turning to Hazel. "What do we do now?!"

"This… is your business" Hazel replied. "Not mine. Fix it."

"I told you, Adam" Blake said. "It's over."

Snarling, Adam was then enveloped in a shadowy black aura, the power of Darkness coming to him. He slammed both palms to the ground, and multiple shadowy rifts opened up. From them emerged a sizable force of Heartless and Grimm, to the shock of the Menagerie Faunus. The darklings formed up with him and his people.

"Kill them all!" he roared.

The Heartless, Grimm, and Bloody Fang soldiers went on the attack, and the militia charged to meet them, the Krogans leading the charge; Drack crushed a Beowolf's skull with his war-hammer, and then crushed a Shadow underfoot. Adam charged at Blake, but then brought his blade up just in time to block a mighty strike from a new opponent. Glaring at the arrogant, bloodthirsty little bastard who'd caused so much trouble, Qrow went on the attack, and Adam found out what it was like to go up against a veteran top-tier Huntsman. As good as Adam was, it quickly became clear that Qrow was on a whole other level, the elite Huntsman expertly dodging Adam's strikes, while his own fast & ferocious attacks quickly had the hard-charging terrorist on the defensive.

Meanwhile, as Hazel looked at the brawl breaking out in the courtyard, he was suddenly impaled by a large white, glowing stinger which then yanked him back into the Academy. Weiss and her Glaceon stood atop her Queen Lancer Revenant, while beside her a fully-healed Pirika took a ready stance with her Kubfu.

Then, while Emerald and Mercury were distracted, Yang made a run for the vault entrance. Emerald tried to stop her, but then doubled over as Yang's Tyrogue Headbutted her in the gut. Mercury tried as well, only for Pyrrha to grab his metal greaves with her Semblance and toss him away. With that, Yang jumped down the elevator shaft. The two minions tried to pursue, only for Weiss to conjure an ice wall to block their way.

-Break-

"So… Vernal was a decoy the whole time" Cinder said. "The last Spring Maiden must've trusted you a great deal before she did. I bet that was a mistake…"

Growling, Raven shot her sword out of its hilt, and the two Maidens began their clash, closing in and striking with a barrage of vicious sword strikes. Finally, a particularly powerful clash broke Cinder's weapon, the shrapnel injuring her Grimm arm.

"Aura can't protect that abominable prosthetic" Raven said. "You turned yourself into a monster just for power…"

Cinder conjured another blade. "Look who's talking…"

The two superpowered women flew into a furious battle – zipping all over the place, clashing and re-forging blades over and over, shattering parts of the cave around them… Cinder fired a wave of fire at Raven, who responded with a focused spiraling torrent of wind that blew the flames out and away. She then conjured and fired a wave of ice spears, but Cinder released bolts of lightning that shattered the icy projectiles. Both women took to the air, swinging and firing multiple telekinetically-controlled blades of ultra-dense ice and glowing-hot fiery glass at each other. Cinder conjured a giant flaming sword, while Raven formed a massive ice katana. The two met in the center with a clash that shook the entire cavern and the academy above.

Blasts and waves of fire, ice, stone, wind, and lightning filled the air as the two Maidens clashed swords in midair over and over. Suddenly, the giant stalactites hanging from the cavern ceiling high overhead began to drop, dislodged by the force of the battle. Both Maidens landed and jumped apart to dodge, their massive blades being destroyed. When Raven prepared her next move, Cinder's extendable Grimm arm shot through the dust and grabbed her by the throat, pinning her against the elevator gate. It began siphoning her power, but then she noticed what was coming and smirked, firing a blast of ice that froze Cinder's feet to the floor. Looking up, Cinder recalled her Grimm arm and formed a barrier to withstand the boulders crashing down, as Raven took a massive leap up onto one of the plummeting stalactites. Cinder flew up after her, and the two fought amongst the falling rubble, stone being cleaved apart and shattered into pebbles as blade strikes and elemental attacks flew.

Eventually, the stalactites crashed to the ground. Both Maidens ended up on their knees, their Aura Barriers flickering weakly.

"Had enough yet?" Raven said as she straightened up, panting lightly.

"Shut up!" Cinder snarled.

"If you were stronger or more clever, then maybe… you'd remember to watch her back!"

At first confused, Cinder then gasped and looked behind her. Vernal, still clinging to life, raised one of her weapons and fired. Cinder blocked the shot with a small wave of flame, but Raven took advantage of the opening, dashing behind her and hammering her with a powerful lightning attack. Sent flying over the edge of the vault's walkway, her Aura Barrier broken, Cinder looked up in shock as Raven then cast a Freeze spell on her. Encased and frozen in ice, Cinder plummeted into the black abyss; several seconds later, a faint splash was heard as she hit the water far below. Deactivating her Maiden powers, Raven sighed.

"Thank you, Vernal…"

She walked over at Vernal, who had finally succumbed to her wounds, and closed the body's eyes. She then walked up to the Relic chamber's doorway. Activating her Maiden powers again, she started the process. Eventually, the massive door opened, revealed to be a portal to a subspace dimension; inside was a massive desert with a path leading to the Lamp of Knowledge, seated atop a stone pedestal.

Just as she was about to enter the chamber, however, she heard a familiar weapon discharge, and turned to see Yang landing behind her.

-Break-

Up above, in the quad, the White Fang were being steadily pushed back by the Menagerie Faunus and the Mistral Police, with Grimm and Heartless being destroyed at a steadily-increasing rate (mostly by the Krogans and Qrow's Absol). Soon, White Fang soldiers began surrendering. Meanwhile, Adam was being soundly beaten around by Qrow, the veteran not giving him an inch of breathing room.

Back inside the academy hall, Hazel was launching fireballs from his fists at Weiss' Queen Lancer Revenant, which weaved back & forth through the air to dodge as Weiss and her Glaceon returned fire with star-shaped energy bolts and Icy Winds. Meanwhile, Pyrrha, Jaune, & Ruby were taking on Emerald and Mercury. Jaune's Sirfetch'd blocked one of Mercury's kicks with an Iron Defense shield and then Slammed the young villain back, while Pyrrha's Treecko tossed Magical Leaves at Emerald to give his Trainer an opening to close in and chip away some more at Emerald's Aura. Ren and Nora were helping Ozpin against Hazel, but were running low on stamina.

"How is this guy still standing?" Nora panted. "I've never seen anyone's Aura recharge so fast!"

"It's sheer willpower" Ozpin replied. "We need to push him to his limit!"

Lionheart blasted the Queen Lancer Revenant with his weapon, knocking it away and stunning it. Hazel took advantage, firing a Fire/Lightning blast that destroyed the summon. Then Blake swung in, kicking him away before he could launch a follow-up attack at Weiss. Outside, Adam fired his Semblance at Qrow, but the veteran slid underneath the slicing wave, getting in close, and landed a heavy slash that finally broke Adam's Aura-Barrier. Now exposed, his soldiers being captured and his Heartless & Grimm backup being wiped out, Adam growled and fired another energy wave at the ground between himself and Qrow, kicking up a wave of dust which he used to make his escape, disappearing into the night.

Catching sight of Lionheart aiming at them, Ruby fired a shot that hit his shoulder, making his Aura Barrier flicker. The traitor lost his nerve, fleeing through the doors behind him.

"You've gotta be kidding me…" Mercury groaned. "F***ing coward…" [Remember – this Book is rated 'T']

-Break-

"I warned you, Yang. I gave you every opportunity to walk away from Qrow and Oz. So you can believe me when I say this wasn't personal."

"You warned us ahead of time. And I saw that you and Uncle Qrow were putting on a show. But you opened the Vault."

"Thanks to the chaos you and your friends caused upstairs. I knew you were strong enough to handle it."

"Qrow and Oz told me about how the Maiden powers are transferred. The girl you found… she would've had to have trusted you if you were in her final thoughts – cared about you a lot. So… What happened to her?"

"…She was scared when we found her – weak. I trained her the best I could, but she never had a warrior's heart. She wasn't cut out for the role thrusted upon her. And with those powers, she would've been hunted for her entire life! What I did-"

"Wasn't personal?" Yang growled.

"It was an accident! I didn't mean to kill her! We were training, and something went terribly wrong! What I said to her, I was trying to convince her to find her inner courage, prove me wrong, to fight! But I never wanted her to turn her blade inward and kill herself! And I especially didn't want her to force this power on me! As soon as the Spring Maiden's power came into me, I knew that meant the giant target that had been on her back was now on mine! I wanted out of the whole hopeless war between Oz and Salem! So I took the whole tribe far away from that area, and I had Vernal become my decoy Maiden…"

"…If you thought having Maiden powers put a target on your back, imagine what Salem will do when she finds out you have a Relic. She'll come after you with everything she has. …Or, she can come after me." Raven gasped. "And I'll be standing there, waiting for her. Because like you, I'm afraid… but unlike you, I won't let that fear control me."

"Yang… You'll die."

"Maybe. But it's better than hiding in a hole scared, waiting for the world to end."

Raven was quiet. "…Bring every DDF big-name you can think of in on this. You kids are going to need all the help you can possibly get to even stand a chance against the Sorceresses – against Salem."

Nodding, Yang walked past her and toward the Relic.

"Yang… I wish… I wish I had your courage… I'm sorry… for everything."

Behind her, Yang heard the opening of a portal and the flapping of wings, and then she was alone. She walked up to the Relic, hearing faint indistinct feminine whispers as she picked it up, as a few tears ran down her face.

-Break-

Bursting into his office, Lionheart ran behind his desk, frantically opening drawers in search of something. Suddenly, he heard an ominous clicking noise, and spun to see a Seer Grimm floating menacingly in front of him.

"And where might you be going?" Salem asked.

"U-Uh, your grace! I was just looking for something."

"Leonardo, do you have something you wish to tell me?"

"…It was Cinder! She altered the plan! Hunters showed up here! Qrow! Several students, one with the Silver Eyes! The White Fang attack, it was stopped! I-I don't know that they'll be able to recover the Relic… Your grace, I can still be of assistance! If I leave now, I-I can avoid the authorities and come find you, I'll do whatever it takes!"

"I think not" a deep, suave male voice replied, his metal face appearing beside Salem's on the "screen". "You see, Mr. Lionheart, it is rather clear that you are, sadly, incapable of providing any additional assistance to us. So, I am afraid that as of now, our 'alliance' with you is… terminated."

Leonardo's eyes widened with fear. "B-But Lord Megatron! I have information, connections! I can bring you-"

"You can bring us nothing more that we cannot acquire through other means" Salem cut him off. "You have outlived your usefulness, Leonardo."

"Your position is compromised, Mr. Lionheart. The Hunters now know you work for us. And with the situation at Haven Academy deteriorating, we need to do some… damage control. We certainly cannot leave loose ends hanging, nooo…"

The transmission was cut off. Hearing a gun cock behind him, Leonardo spun, beginning to raise his weapon, but he was too slow. A single shot ran out from the heavy pistol of the Predacon standing near the open window, the bullet piercing the traitorous Headmaster's heart. Gasping feebly, he clutched at his chest, as his arms rapidly grew heavy and he fell to his knees, his vision already going dark.

Terrorsaur chuckled. "Goodnight, Mr. Lionheart. Salem thanks you for all your hard work~."

The red Predacon cackled as Leonardo rapidly bled out and lost consciousness, leaping out through the window and transforming into Beast Mode, soaring off unnoticed into the night.

-Break-

Back in the main hall, people on both sides were getting tired, but still trying to keep fighting.

"That's enough!" Ruby shouted. "Just give up."

Mercury snarled, pounding the ground.

"It's not over!" Emerald replied. "Cinder will come back, she'll have the Relic, and she'll stop all of you! She won't let us down."

Then, they all heard the elevator coming up. Emerald turned, hope in her expression… which slowly morphed into shock, horror, and despair as Yang came up, alone, with the Relic in hand. The green-haired girl fell to her knees, tears filling her wide eyes. Hazel seethed, while Close growled in frustration. Mercury and Hazel slowly backed away.

"Emerald, get up" Mercury said. "We need to go."

The girl stayed, head down and on her knees.

"Emerald!"

The girl's breathing picked up, becoming frantic and unstable. Then, gripping at her head, her panic-filled crying eyes went wide and glowed green as she screamed. The room suddenly seemed to go dark, black smoke rising from the ground nearby. The smoke formed into a giant, nightmarish effigy of Salem, un-light blotting out everything else. The not-Salem let out a horrific, demonic shriek and swooped over everyone.

Seconds later, as the heroes got back to awareness and stood back up, trying to make sense of what just happened, the villains were all gone.

"W-What was that?" Blake stammered.

"An illusion" Ozpin replied. "But an accurate one. That was Salem."

Outside, fleeing through the forest, Mercury moved ahead of Close and Hazel, the latter of whom was carrying Emerald – unconscious and bleeding from her eyes and nose. Adam Taurus soon joined up with them, fleeing Haven and Mistral…

Back at Haven, Sun and the Belladonnas ran in, the latter hugging their daughter.

"The police have rounded up the remaining White Fang members" Kali reported. "Haven is safe."

"Unfortunately, it appears that Adam has escaped" Ghira added. "And with most of his radicals captured, he and his 'Bloody Fang' may have lost a good deal of influence and power, but… this might push him to work for Salem more directly – join her little council of villains…"

"The Bloody Fang is pretty much finished" Ilia said as she joined in. "But now, the Faunus of the world will need a new voice."

Ghira nodded. "Indeed. A new family for Faunus truly working towards a better world."

"And they'll need a new leader" Kali smiled up at her husband.

Meanwhile, Qrow hurried over to Yang. "What happened?" he asked.

"I don't know exactly" she replied. "When I got down there, Cinder was gone and Vernal was dead."

"And Raven?"

"Gone."

"Well, we're all glad you're still here, firecracker" he placed a hand on her shoulder.

Yang then went over to her teammates, all of them looking quite tired.

"The gang's back together again" Ruby said. "What say we stick together for the rest of this giant mess, huh?"

"You know it" Blake replied.

Qrow, Relic in hand, came over to Oscar/Ozpin.

"I don't know how, but we did it, Oz. You okay?"

"I'm alright" Oscar – not Ozpin – replied.

"Kid?"

"He's resting. Too much energy fighting. He had a message. We must… get the lamp… to Atlas…"

He tipped forward with an exhausted groan, only for Qrow to catch him. Looking at the Relic in his free hand, hearing the ethereal whispers coming faintly from it, Qrow sighed.

-Break-

A small group entered Professor Lionheart's office: Qrow, Terra, Ghira, and Drack. There, they found the traitor headmaster splayed out on the floor. As Qrow and Drack swept the area for signs of danger, Ghira cautiously approached the Headmaster, inspecting him.

"He's dead" the chieftain reported. "Took a round right to the heart. I don't think it was a suicide…"

"Hey, is that a camera?" Drack pointed out an obscured object on one of the shelves against the wall. "Lemme have a look…"

The old Krogan carefully cleared away obstructions, revealing that there was, indeed, a concealed and disguised camera amongst the clutter on the shelf. Calling up his Omnitool, he tapped in and, after a little light hacking work (Drack had picked up quite a few skills in his long life; he was by no means a super-hacker, but he could do a little) he tapped into the data inside – revealed to be a totally isolated system not connected to any other computers or the like.

The quartet watched and listened as Lionheart was confronted by a bizarre and hideous jellyfish-like Grimm that appeared to serve as a living (as much as the Grimm could be considered 'alive') long-range communication device, over which Salem refuted Leonardo's pleas… and then a second "big bad" joined the conversation, and one of that new villain's underlings appeared and shot Leonardo dead, taunting him as he died. When the recording ended, Qrow had a grim expression.

"So this is what Raven meant… We need to contact the DDF – contact the Maximals. Their old enemy's joined the party…"

-Break-

At the Xiaolong/Rose house, Taiyang was tending to his garden. Suddenly, he heard a bird's wings flapping, and a single black feather landed in front of him. He sighed, looking rather exasperated.

-CHAPTER END-

Next Time: We start Volume 6's material. How will the presence of additional heroes and additional villains change things?