Jaune felt the sandy winds blow onto his face, The warmth of the scorching desert sand beneath his feet. His eyes filled with tears, The sounds of gunfire and the sounds of blades whistling in the wind filled his ears. The panicked yells and gasps from the citizens of Atlas and Mantle. His hands were shaking, Sword broken, pride shattered, friends dead, Aura Empty.

He felt Useless. He failed, he wasn't able to save them, He had to kill a friend. He felt like the loser who cheated his way into Beacon. 'What was this all for?' He thought, " Everything was for nothing..." He stood on his knees, eyes closed and staring at the sandy skies.

A light of baby blue glowed, blasting away any nearby Grimm. Winter hovered above her family, A single tear fell from her eyes. She let out a battle cry, Her screams filled throughout the desert. More of the Blue light shined, the Grimm were cleared as the desert clouds withered away. 'I need to be strong,' She wiped another tear from her eyes. 'I Can't sit around and mope while the enemy is still out there.'

Winter fell to her knees, she stabbed her swords onto the ground as she panted. The sounds of bullheads filled the sky, the Crowd's cleared as they landed. 2 scruffy-looking men exited the bullhead. one held an axe over his shoulder, and 2 pistols around his waist. The other wore red gloves decorated with Dust crystals. He coughed to get the crowd's attention.

"Can someone please explain to me why all of you are here?" His tone was mature, his voice ragged, like an old war veteran. The Crowd members murmured as more Huntsmen exited the bullheads.

"We're from Atlas." Winter stood up, wiped her tears, and got into her military stance. She took a deep sigh before starting. "Atlas has fallen. We've come to take refuge in Vacuo If you'll have us."

"Fallen!?" The Faunus yelled in disbelief. "You're telling me that the strongest kingdom has fallen!"

"Yes, unfortunately." Winter grimaced, She stared to the ground remembering her home in ruins.

"I Hardly believe it, still doesn't explain why the hell you're here in Vacuo. Mistral and Vale are far closer to Atlas. Why would Atlas refugees arrive In Vacuo of all places!?" The scruffy man stared at her intensely. He doubted her words, he gripped the axe on his shoulders tightly.

"I-it's hard to explain..."

"Please believe us!" Oscar yelled, gripping his left arm which he injured, "These people need to be brought to safety!"

"We cannot do that without knowing how you got here." The Man wearing gloves spoke, he looked towards Oscar and noticed his weapon, His eyes widened in realization. "Ozpin?"

"Let me take over" Ozpin spoke from within Oscar's mind. "Alright then," Oscar replied as he closed his eyes, He fell to his knees before shaking his head.

"Is he alright?" The man with an axe spoke

"Been a while old friend." Ozpin placed one of his hands behind his back and held his cane as if it were his coffee mug.

"Ozpin!" The gloved giant yelled in awe,

"What!?" The Axe-wielding man spoke, "That is not Ozpin! Are you blind Theodore?"

"No Reginald, That is Ozpin." Theodore assured his friend. "I'll explain later, these people need shelter." He made a gesture using his hands and all the bullheads had their doors open.

The people entered the bullheads sighing in relief. Many of the people, mainly the atlas elites, were slightly unsettled due to some of the bullheads looking unsafe or not well maintained.

"You're the Headmaster of Shade." Winter turned to the man with Dust gloves. Her jaw widened in the realization.

"Indeed I am young miss." He gave a cheerful chuckle and smiled. His Axe-wielding companion was still confused to as what the situation was.

"Ah, Forgive me Ozpin, This is my cousin, Reginald. He's working as a teacher at Shade."

"Ahh, It's a pleasure to meet you." Ozpin reached out a hand. Reginald was reluctant to accept it, He had no reason to believe that a boy who looks no older than 15 is the deceased headmaster of Beacon academy.

"I understand that you might feel confused, my friends over there will explain the situation, I'll be giving this body back to its original owner now if you don't mind," Ozpin said as he made a gesture towards Winter And Ren. "Where are the rest of them?"

"I do not know… Ren and Emerald are helping Jaune right now." Ren turned to winter "Where Is Team RWBY?"

"My sister and her team didn't make it..." Her fists were clenched, she took a deep sigh. Her hands slowly shook in frustration.

"What..."

"They're gone… all of them… The enemy Entered the portal's they couldn't leave without fighting her so they stayed behind."

"That is..." Ozpin took a deep breath, "Most unfortunate."

"What of the Relics?" Ren stared at the ground, he wanted to know, his tone was cold. He wanted to know… He wanted to know if his friends died for nothing. He needed to know.

"I'm sorry, but cinder, She has Knowledge and creation."

"Pardon? Knowledge and creation?" Reginald looked at the former soldier, He turned to his cousin for answers.

"We will explain later, Reginald, Not here, not now." Theodore deepened his own voice, "Please do tell your other friends to get inside." He gestured towards the bullheads.

Oscar's body fell to its knees again. He shook his head before turning to the 2 giant-looking, men. "Uhm, Hello? I'm Oscar, Oscar pine." He gave an awkward smile and gave out his hand for Theodore to shake.

"Pleasure to meet you, young man! " Theodore gave a hearty smile and shook Oscar's hand happily.

"Pleasure to meet you too!"

"Jaune? Where's everybody else?" Nora walked towards her leader, She turned her head towards where the portal used to stand.

Jaune stayed quiet for a few seconds, he took a deep sigh. He stared at the sand beneath him, He wasn't strong enough, he thought. Despite growing much stronger than when he started in Beacon, He still wasn't strong enough to save anyone… He wanted to be a hero, he thought he was. He saved Weiss, But that only delayed the inevitable. To him, it was all for nothing. Just another one of Jaune Arc's shortcomings. Another one of his failures as A Huntsman. Another Failure as a Hero. Was his dream futile? Should he have just given up his dream? Was everything that he did for nothing?

"Jaune?" Nora called out to her leader, "Jaune?" Her tone grew increasingly worried. "Jaune!?" She screamed at her leader's face, shaking him violently out of concern.

Jaune snapped out of his thoughts and shook his head, "Nora?"

"Jaune, you have to tell me. What happened to everyone?" Her worry grew as tensions became more and more suffocating. You could hit the tension with a pickaxe and it would bounce off like it was nothing. Jaune took a deep sigh, he closed his eyes to prepare. He tightened his grip once more, Knuckles turned white from the strength of his grip before he spoke. "They're gone..." he mumbled, blood drained from his face, his body felt weak. He felt like he was carrying the weight of the world.

"What?" Nora took a step back. She tightened her grip on Magnhild. "What did you just say?" Her eyes widened in more worry. Ever since she was young, she only ever had Ren, Her family was slaughtered in a Grimm attack. She only ever had Ren, Until they came to Beacon. They were all alone, they had no one, but when they were at Beacon, they were surrounded by all new people, people that they called friends, People that gave them a place where they felt like they belonged… They gained a family.

When Pyrrha died, She lost a sister, she hated that feeling. She hated the feeling of losing her, She hated the feeling of losing her family. When she heard of Pyrrha's death, She cried. She wondered why the world takes everything she's ever loved away from her. Who was next? Ren? Jaune?. She didn't wanna be alone. She told herself, 'I'll protect them, Pyrrha. All of them.' But now, despite that. She failed, she was one of their strongest. Yet she failed. Slowly, tears fell from her eyes, Her grip loosened, her weapon fell into the sand. She fell to her knees, her eyes were balling in pure agony, Her screams of pain were not unheard as many of the remaining crowd started as she broke down on the sandy ground.

Emerald just stood and watched, They weren't allies for very long. But she understood, She understood the pain of losing someone. She didn't have many people in her life, She had always been alone. She understood Nora's pain, She understood the feeling of Gaining something, Gaining someone, Just to lose them.

Cinder may have not cared about her, But she gave her a purpose, She made her feel wanted. Emerald cared for her. But Cinder didn't. So Emerald left cinder.

Mercury may have annoyed her, but as much as she'd hate to admit it, He was her friend, Someone who treated her not as a tool, but as a person. Sure he messed with her constantly but he did that with everyone. The students at Beacon, Haven, Atlas, and Shade. He messed with all of them just like he would her.

Emerald Approached Nora, She rubbed her back as more tears fell. She Didn't have the right to, she did many horrible things. She Helped destroy Beacon, She helped kill her Teammate. She didn't have the right to comfort her, But she had to try, She knew her past actions couldn't be forgiven. But right now, that didn't matter. If she wanted to be a good guy, she had to do good.

Nora cried for a few more minutes, Emerald was still rubbing her back. Ren saw emerald's attempts to comfort his friend. He appreciated the sentiment. He took a deep sigh as he stared at his Team. "We need to go. The bullheads have picked up just about everyone."

"Ren, They're gone. All of them." Jaune looked up from the ground to stare at Ren, his Cobalt Blue eyes were devoid of color.

"I know, Jaune." Ren stared to the ground, He was never the best at expressing emotions, he had only been able to show them more recently. He stared to the ground and back to his leader. He shook his head, Wiping the sorrowful look right off, He took a step forward as he offered a hand for his leader. His face showed no sorrow, His face showed stoic determination.

"How are you so calm..." Jaune Muttered, he didn't take Ren's hand and just stared at him. "How the hell are you so calm."Jaune's tone was filled with Ice cold fury.

"Our friends are gone… We can't just sit here and mope about them. If we continue like this they would've died for nothing."

"And carry on like nothing happened!?" Jaune angrily slapped away Ren's hand, He stood up furiously, Jaune fumed as he walked away. Ren grabbed his Shoulder only for Jaune to turn around and punch him. Ren glared at Jaune for a seconds before deciding to uppercut Jaune, Causing him to stumble back.

"What the hell is your problem!" Emerald yelled as Nora cried even more, "You're acting like an Ass! He's only trying to help!" Emerald Glared at Jaune, They Already lost many of their friends, Now they're fighting? Are these people really friends!? Emerald thought as she continued stroking Nora's back.

"Funny, You worked with her. You helped beacon fall. I don't think you have any right to call me that." Jaune spat, his eyes showed pain whilst he gave a smirk and scoffed.

"That's enough, Jaune!" Ren's tone grew more irritated. The stoic man was breathing heavily as he seethed. He was clenching his fists, The only reason he wasn't hitting Jaune right now was due to the Quiet sobs of Nora who was behind him.

Jaune Scoffed once more, his eyes still showed pain as he walked away into one of the Bullheads. Away from his Team.

Winter was watching from afar. She noticed Jaune and Ren's little spat. She wanted to grieve. But she couldn't. She was angry. She lost her sister. But from what she had overheard, Ren was right they would've died for nothing if they just sat around and moped. Winter took a deep sigh and decided to follow Jaune into the bullhead. She wanted to make sure he didn't cause any trouble for the people inside. She would talk to him after he'd calm down.

"Please head to the auditorium! We will brief you on your current situation there." Several Speakers spoke as many bullheads landed. Thousands of refugees walked throughout the landing area and into the Academy entrance.

They arrived at the Academy. Sun, Neptune, Coco, Velvet, Yatsuhashi, and Fox were standing at the gate.
"So many people..." Velvet Held a worrisome look. She stared at the seemingly endless crowd before spotting a familiar blonde. "Hey look, It's Jaune!" Velvet pointed towards the Blonde Knight. During the Flight Jaune Unsheathed his sword to stare at the Broken bloodstained blade, He didn't bother to Re-sheath it afterwards.

"Damn, Dudes got some style now." Coco whistled as she stared at Jaune's new look. "8/10, A bit too old-fashioned but it fits the theme," Coco smirked while Velvet just rolled her eyes as she kept waving.

"Yo Dude!" Sun called out cheerfully alongside Neptune. Jaune gave a weak smile that they were barely able to see. Sun's smile faded the moment he spotted the blood on his broken sword, Jaune continued walking away.

"What… Happened?" Neptune gave Jaune a look of concern as he walked away. Jaune was usually a goofy guy. Seeing him like that really worried him.

Velvet's bunny ears drooped down, She clenched her fists once more before spotting Ren, He had Nora asleep around his shoulders as he walked, "Hey guys!" She yelled, She was trying to get her mind off the way Jaune acted.

"Yo!" Sun gave a forced smile, He was still bothered with the way Jaune looked. He noticed Emerald, Immediately stiffened "What's she doing here?" he gestured towards emerald. His eyes narrowed onto the former villain as she raised her hands.

"I remember you! You helped that fire chick destroy Beacon!" Coco pulled her handbag out. The rest of her team soon assumed a fighting stance.

"Wait!" Ren handed sleeping Nora to Oscar before turning to defend emerald. "She's with us now, She defected."

"That doesn't change the fact that she helped destroy Beacon." Yatsuhashi slightly eased his stance but still took precautions by keeping his eyes on her.

"I know." Emerald spoke. "If it makes you any more comfortable, I could stay outside." She stared to the ground before walking back towards the door.

"No need." Headmaster Theodore spoke, He gave a smile to everyone, even to Emerald, "I overheard your little conversation, I'd like to Question Ms?"

"Emerald Sustrai."

"Ms, Sustrai for her Involvement with the fall of Beacon. If that's alright with you." He gave her a head pat, She smiled back at the headmaster before nodding. "Alright then, best be off!" He gave a boisterous laugh as He and Emerald walked towards his office.

The Shade Students gave a nod at their headmaster's request.

"I still don't trust her," Coco mumbled, she put her handbag behind her back and sighed.

"Yeah." Fox eased up, Yatsuhashi gave him a pat on the back.

"I can tell She's not lying so it's fine..." Ren assured everyone as they reluctantly nodded.

There was an awkward pause before Sun spoke.

"So, Where's the rest of you guys?" Sun turned back to Ren who grimaced,

"They're gone. The portal closed, It probably destroyed anything left inside it..."

"..."

CVFY, Clenched their fists after hearing their Juniors are dead. Their Friends were dead. Neptune took a deep breath, He was trying to process what he had just heard, 'Is Weiss dead? No that can't be...' He thought. He noticed his friend Sun staring at the ground. His hands were shaking. It's no secret that he liked Blake. They all stayed silent. Ren and Oscar stared at the ground once more.

"What happened?" Sun spoke after several minutes of silence, He turned to Ren with a determined look.

"We didn't anticipate the enemy entering the Portal's; they ambushed us and they couldn't leave without fighting them. We went ahead to check if the area was safe, But the Exit portal was a one way door." Ren picked up Nora from Oscar's shoulders, "Can you please show us to the Auditorium?"

"Yeah, sure." Sun mumbled, Neptune put an arm on Sun's shoulder to comfort him. They all head to The auditorium.

Jaune followed the crowds into the Auditorium. It was large, the room had sandy brown walls decorated in gold plated patterns.

Jaune sat down into a Nearly full row, Winter followed him into the Row and sat next to Him.

"Grieving?" She asked the Blonde knight. She narrowed her eyes before turning back to the stage.

"You've been following me," He said with a disinterested tone, he gave another sigh. There was a pause, "I'm surprised you aren't grieving." He turned to her.

"I am. In my own way." She turned back to him, Jaune gave a guilty look.

"I suppose I should apologize to Ren." He awkwardly started.

"He was trying to help, but I don't blame you for snapping. Everyone has a different way of coping."

"Yeah..." he stared at his feet, he felt guilty for pushing them away, for punching Ren. "I really need to apologize."

"You could," She started. "But I'm sure Mr. Ren would understand. He is your friend isn't he?"

"Not so sure after what I just did." He gave a sad smile. He clenched his broken sword tighter.

There was an awkward pause. Minutes passed as they waited for the announcer to arrive.

"Shouldn't you be up there?" Jaune turned to Winter.

"Headmaster Theodore didn't call for me." She responded. Taking another deep sigh.

"Then shouldn't you be with your mom? Or brother?"

"Whitely and Mother will be fine."

Another awkward silence, Jaune took a deep sigh after several minutes.

"I wasn't strong enough." He closed his eyes. "If I held Weiss Tighter she would still be here..."
"Maybe" Winter grimaced at the mention of her sister, She stared at the ground and to her swords. "Maybe if i placed a glyph beneath her she would still be here."

"Maybe" He replied, he took a heavy breath once again. "Maybe I could've healed penny..." Jaune Remembered the feeling of flesh grinding on his sword as he killed his friend. He remembered the Blood that stained his weapon. He remembered the Tears that streamed across his face as he gave the final swing of his sword before it broke. The sound of metal shattering Haunted him.

Winter noticed the expression on Jaune's face, she narrowed her eyes in curiosity, "What were her injuries?"

"Hmm?"

Winter took a deep breath, "What were Penny's Injuries?"

"Cinder used her Grimm arm to stab her, She said that there wasn't enough time to save her. Weiss' Aura broke and her Injuries were too severe." Jaune Remembered her words, The words that would haunt him forever. "Kill Me" The final words that Penny spoke.

Winter clenched her fists but stayed silent to continue hearing the story, "Weiss was about to fall. So Penny told me..."

"Told you what?" She was reluctant to ask, She didn't want to hear, But at the same time she did.

"She told me to… Kill her."

Winter's eyes widened. She realised, She was wondering why there was blood on his sword. Now She knew. She gulped before asking "Did you?"

"Yeah..." Jaune gave a hysterical chuckle. Tears streamed his face. Winter was taken aback by Jaune's sudden chuckle, She then remembered how some Atlas Soldiers used to act like this after being injured or deployed. She couldn't be mad at him.

"I guess I killed Penny for nothing." he gave another sad Smile. "She told me to kill her so that she could save Weiss."

"It wasn't for nothing." She gave him a serious look. "You can't save everyone, but you saved me."

"What?"

"If you hadn't killed Penny, I Would've died. I thank you for that." She gave a thankful but sad Smile.

'Maybe this wasn't for nothing. Jaune returned the smile, "Thanks."

The headmaster of Shade was seen walking up the stairs. He walked proudly up the stage.

"Ladies and Gentlemen. I am Headmaster Theodore Ainsworth." The headmaster gave A Smile.

"Welcome to Shade"

This series will not be Updated As frequently as AAOTRV. I wanted to Write a more serious story about dealing with loss so I made this.

I hope you enjoyed it.

Surprisingly this is easier to Write compared to AAOTRV, Mainly because of it's smaller cast, AAOTRV suffers from lack of direction and focus. Characters are often forgotten. And The reactions aren't all that good. If I write a scene I consider to be good I Attempt to not add many reactions to not Ruin the flow and focus of the scene. And I Add A Lot of Expositional Tangents that strays away from the main focus.

I would have to say this chapter is the best I've ever Written. There are a few flaws such as the lack of focus on Jaune, Despite being the main character.

If you haven't noticed this is just an Alternate Longer and more polished version of Cold Mourning Mending from My Alternate Arc's Fanfic. They will not be getting drunk in this version.

I Will still be updating that story. No update today though since I wrote this.

And for those Wondering, I'm doing fine. My dad's death has been hard. If you noticed all the breathing heavily or sighing parts of this story, I added those in because that's probably what I'm doing at the moment. Thank you for the support.