Author's Note: Just to be clear, most of the events during this part of the story will constantly overlap. I'm trying to keep it organized by giving the times, but I know I'll just end up confusing myself as well as you all. Apologies in advance. :3

… … …

… … … … …

11:30 PM
Beacon Academy Dormitories – Fourth Floor, Ruby Squad Room

Cherry awoke with a jolt.

There were lots of smells coming across her nose, none of them pleasant. There were also lots of really loud noises. The strongest smell was panic. But there was an overall smell of fear that almost made her nose bleed.

She quickly shuffled out from under the covers, plopped to the floor, and ran out the door without bothering to grab her shoes. She still didn't know how to tie her laces yet, and she didn't have time to fumble around with them right now. Something smelled …wrong.

And besides, she preferred to go barefoot. She always did back home.

Cherry didn't bother with the big, moving closet with those buttons she couldn't reach – the small girl hopped down the stairs two at a time instead. She quickly reached the 'lob-ee,' as the Tall Ones often called it. Why they had to have such fancy names for rooms was beyond the young catgirl's ability to understand.

Vel-vet was there, along with the other Tall Ones who usually stayed with her. Normally Cherry would have been smiling and calling her name, happy to see her friend. Tonight, however, she did not. They smelled too angry.

Vel-vet was bleeding. She had a hole in her shoulder. Cherry gave a yelp as she shot forward, eyes wide with panic. Who had hurt her? Why?

"Oh, no… you shouldn't be here… little one…" Vel-vet tried to say, but she was hurt so bad that she was starting to lose her breath. "Coco! Get… ah… get her out of here!"

The Tall One who smelled like coffee turned around, her eyes wide and angry behind her sunglasses, and said something Cherry couldn't hear over the buzz of gunfire. In fact, Cherry couldn't hear much of anything over that buzzing noise.

And then she looked out the door where the coffee girl was aiming. She saw Tall Ones with white masks. The Bad.

She started to get angry again.

More yelling and gunfire sounded from a hallway to one side. The white mask people had come in through a side door or window, there was no way to know which, but that didn't matter.

They had the bang-sticks. And they were pointing them at Vel-vet.

Cherry smelled a powerful wave of fear come from Vel-vet.

And her vision began to go red.

… … …

Big Sis was holding her side with one hand and breathing hard. She had just beaten up a bunch of Bad Ones, and was catching her breath. She looked scary with her tail puffed out so wide like that.

"Ruby…" she said while panting, "I know Mama made us promise… not to fight… but I had to. Those guys said they were going to hurt you."

The child winced, holding her little hands close to her face as though protecting herself from the Bad Ones. The thought that they might have come after her… that was scary.

"Please remember, Ruby… sometimes we have to fight… sometimes we have to get angry… to protect the ones we care about…"

Ruby nodded, her body swaying slightly under the weight of her head. Tears squeezed out the corners of her eyes as she gave Big Sis a hug. "Thank you, 'Ku… but Mama will still be mad."

Riku, as she was known to everyone else, gave the hug right back. "It's 'cause I love you, silly. I can face Mama's wrath any day of the week if it's for you."

Ruby grinned mightily as 'Ku leaned down and planted a big 'ol kiss on her forehead. She really loved her Big Sis. She wanted to grow up to be just like her.

… … …

Cherry didn't know what was happening, but she knew what to do. She had to get angrier than before. Accept it. Embrace it. Feed it. She had no idea how to do this, but it still happened… maybe by instinct?

She barely registered the fact that the Tall Ones around her seemed to be getting smaller.

Cherry knew that she had to let herself get really mad in order to protect Vel-vet and her friends. Cherry liked her friends. They all smelled funny, but they were all really nice. 'Ku had lots of friends back home – maybe this was what that was like?

The room also felt like it was getting smaller, but she ignored it.

Suddenly she was hit with new smells. Dozens of them. There was still a massive amount of fear in the room, but now other smells mixed with it. Confusion… pain… fatigue… other emotions that she'd never smelled before, yet she knew exactly what they were.

A ripping sound pulled her attention back to herself. Her tunic had become torn and fallen off. No matter, it was just in the way. The white masks were scared of her now, but that didn't matter much, either.

Power rippled through her arms and legs. Strength like she'd never known before. Energy, like she could run around the hills around her house all day and not get tired. And those smells.

Her anger was now a part of her. Those who hurt Vel-vet would pay.

Cherry opened her mouth wider than she'd ever opened it before… and roared.

… … …

… … … … …

Same Time
Amity Stadium, Operations Room

Qrow was not having a good night.

"Hey, Shaggy…" the tomboy-ish girl next to him whispered, "Can you cut me loose? I can draw their attention away…"

"Sorry, kiddo… they took all my toys away and my nails ain't that long," he replied tiredly. He'd actually been trying to wriggle his way loose from the ropes they'd tied around his wrists, but no luck.

The girl sighed next to him, head dropping. He could just hear her mutter, "Dammit… she's gonna kill me if she finds out how badly I screwed up."

Qrow considered the girl. Hair cut shorter than most men he knew, she wore clothes that he normally saw on bandits. She also looked like she knew her way around a fight, but that was just his first impression. "What's your name, kid?"

Light-blue eyes flashed with annoyance. "I'm not a kid, and my name is Vernal." Qrow noticed that her left arm had a significant tattoo on it. A tattoo that looked a little bit… familiar…

He had no time to dwell in it, however. Adam Taurus chose that moment to barge back into the room with a strut in his step.

"Well, interloper… it's time for your big debut. I made a promise to execute a few hostages live for the world to see, and now… thanks to you, I'll be taking out half of the humans here. Good work. I'm sure your superiors are very proud of you."

Qrow muttered a harsh curse or two under his breath.

"And did I mention it would be live on TV?" He had his masked head tilted like a curious child, a big shit-eating grin plastered across his face. "Everyone will be able to watch your failure, live."

The arrogant man stood and turned to the back of the room where several White Fang soldiers were setting up the camera equipment. He was getting ready to broadcast.

Qrow heard Vernal muttering his curses under her breath and chuckled lightly. If they both lived through this, he suspected the two of them might hit it off nicely.

… … …

… … … … …

11:32 PM
City of Vale, Warehouse District

Neo wasn't quite sure what to think about this situation.

She knew who the boy was from Watts' intel, so she already had a fun night planned just playing with him. And she did enjoy it – he flew further than most boys she played with, and even got back up most of the time. It helped that he was kinda cute, too.

She had no problem ignoring the buff girl that went into the warehouse after she came out, since that was part of the plan. Emerald could take care of that one. If not, then no major loss.

Now, though… she had nothing on this new guy.

"So…" he started saying to the boy. Neo was a bit taken by his deeper voice. It sounded nice. "You don't sound so good. Shall I …take over for a bit?"

The smaller boy, Red, wheezed his reply, "Be my guest."

The very tall man strode forward, and Neo made two quick assumptions: This guy was likely a good fighter, and he would be tough to take down.

Within a few minutes, however, she discovered that only one of those assumptions was even close to the truth.

As a fighter, this guy sucked. Every time he swung his big, meaty fists, he missed by a mile. He was also as slow as the old man who ran the Dust shop downtown. Barring any unfortunate accidents, this guy had no chance of beating her. Or even catching her.

On the other hand, nothing Neo did seemed to phase him even a little bit. Most of her own techniques were based around turning the enemy's techniques back on them – not very useful against someone who didn't have any techniques at all. Fighting him was much like trying to bring down a brick wall with a teaspoon.

For one brief moment, Neo considered attacking his eyes. For most people the eyes were a weak spot, more so with thickly built people like him. The tiny voice of instinct in the back of her head saved her life, however – she just knew that the only thing waiting behind that blindfold was death. She always trusted that voice. Nothing more to do but keep chipping away at the bricks.

Oh, well. At least he was nice to look at.

… … …

… … … … …

This new woman was undoubtedly a Ruby. Of that, Sapphire was already convinced.

And it wasn't just the looks – she'd seen enough kids with that same red hair and silver eye combination to last her the rest of her life – it was the attitude. This new Ruby could handle herself in a fight, regardless of who she was fighting against. Sapphire had watched a few sparring matches involving the young Ruby Rose from this world, and they moved in similar ways during combat.

On the other hand, this world's Ruby couldn't use magic.

The woman's scythe-staff was a blur of motion, sending out various constructs that appeared to be made of solid light. Mercury found that he could shoot down many of them, but Sapphire quickly noticed one fatal difference – Mercury's ammo was limited.

Those three little balls from before proved to be the most resilient. They were constantly moving around the battlefield, avoiding everything the silver-haired youth sent their way. It almost seemed like they had their own personalities; Sapphire found herself smiling as she watched them taunt the boy, almost goading him into wasting more of his ammo.

Other than that were the animals. Similar to the Schnee summons but without using defeated Grimm, Sapphire watched as the woman created a large bear, a giant crab, and even a lion from solid light. She'd only ever seen a lion once, on a nature program on TV, long ago. Mercury fought hard and destroyed them all, but something about them tickled the back of Sapphire's memory…

Then the woman called forth something long and sinuous, a creature that moved like a snake but was far larger. This one shot forward at greater speed than anything before it and had the young man wrapped up and helpless in moments.

This new Ruby had done in a mere minute what Sapphire couldn't do in almost ten, and all she used was… was… by the gods…

"Those were stars, …weren't they?" Sapphire muttered before she could stop herself.

The woman turned quickly, eyes wide with surprise. She quickly put on a wide, warm smile as she said, "I knew there was something I liked about you. Yes, my magic is based around the stars. More specifically, constellations."

"Then the bear was Ursa Major, while the crab was…"

"Cancer. And the lion was Leo, of course."

"And the snake-thing?"

"Draco."

The three small balls of light with minds of their own suddenly danced around between the two women, almost like they were saying What about us, smart-ass?

Sapphire put a finger to her chin, thinking hard for a second, then grinned and said, "Orion's belt, …right?"

The three balls froze mid-dance. They seemed …shocked. All at once they began rapidly bobbing and weaving around Sapphire, causing the Atlesian Specialist to laugh a bit.

"Looks like they like you, too. I just call them Orion. And I, as I'm sure you've guessed, am called Ruby Rose."

"Indeed," Sapphire nodded, then held out her hand. "Sapphire Schnee. Thank you for your help tonight."

The woman took the hand, giving a firm handshake. "It was my pleasure. Most people I've worked with don't manage to figure out who my children are without me explaining it first."

The elegant version of Ruby was still smiling warmly as she nudged her scythe-staff a bit. The Orion Trio instantly flew back to her and joined with the glowing stone at the top. "Where I come from I'm called a Magister. It's meant to be a title, but as I understand there are several individuals here with the same name, you can just call me that."

"Magister… Not a title I'm familiar with," Sapphire admitted.

"It's a long story."

"As lovely as that sounds," a dry voice cut in, "…maybe you could get this freaking thing off me… before it decides it's in love with me…?"

Sapphire had almost forgotten about the young man, actually. Mercury was still being held by the Draco, but the two women soon noticed that the serpentine creature was being rather… affectionate with him.

"Be glad she does like you, Mr. Black – if she didn't, you wouldn't be able to breathe right now."

"SHE?! Oh for the love of… why is it licking me?!"

… … …

… … … … …

"Look, I don't have all the details either, okay? All I have is this file she sent me with overall stats and system layouts. I don't know why she's here, or even who sent her… but I think I can guess on the latter."

"Designation RTX-517, Atlas unit 23, primary strike force. Currently assigned under 'Carmine' as temporary commander until further orders received."

"RTX… okay, um… I am Carmine. Is Emerald… oh wait… Status of target Emerald Sustrai?"

"Still at large. Previous attempt to terminate was unsuccessful."

"I see. Rose?"

"Still here."

"I'm going to let …RTX… handle things there. If there's anything we can use from those systems you mentioned, she can probably retrieve a lot of it."

"Current available storage space is 70.322 TB. Will that be sufficient?"

"70?! Damn… yes, that will be sufficient. I'll supply the routing codes once you've downloaded the data I need. Your first priority is to… um… find target Emerald and restrain her. Use whatever means necessary, but do not kill her."

"Understood, order to terminate rescinded. Capture and restrain only."

"What about me?"

"I need you to go give Red some backup. It looks like there's someone else out there helping him, but Neo's giving them both a lot of trouble. Oh, and if you haven't thrown that spray bottle away yet, now's the time to use it… heh heh…"

"… … …Sometimes I want to stuff you in a trash can, you know that?"

"You wouldn't be the first."

… … …

… … … … …

11:30 PM
Amity Stadium, Arena

Power.

More than she'd ever felt before. More than she even knew existed.

It flowed through her, filled her, threated to scour her away with its force. It was a rush of energy, of light, of life.

And Cinder directed it all towards a single purpose: kill Rain.

She was naturally inclined towards fire, so that was her weapon of choice. As a Maiden, Cinder could have used any of the forces of nature for this task, but fire was her go-to, and really it was also her favorite. So pretty.

She'd been sending wave after wave of flames at her target, a raging inferno that was starting to melt the very concrete under their feet. And still it wasn't enough. Cinder Fall wanted everything to burn.

Grabbing more of her new power, the ravenette began to rise into the air. She knew this was possible after her battle with the previous Fall Maiden, Amber, who had done the same thing while summoning terrible storms to defend herself. Now it was Cinder who could fly. Mwa-ha-ha.

She also felt a telltale flicking sensation around her eyes, another indicator of the Maiden's power. Amber's eyes had shone with small flares of light while she used this power. Now Cinder's eyes copied the feat, though she couldn't see them.

She raised one hand over her head and concentrated, gathering as much of the flames as she dared. Then more. More. Compress it all together, focus it. Create a miniature sun just for them. She didn't dare look up at her fireball, as it would likely have blinded her – she simply threw it at the inferno where Rain had been standing.

The massive explosion rocked the entire Stadium. It also cleared away all clouds for at least a mile.

Still hovering in the air, Cinder took a moment to catch her breath. This power was incredible, but took some time to get used to. It still raged within her, but not as strongly as before. All her senses were sharpened to a razor's edge. She saw everything, felt everything. Every detail stood out in vivid contrast to one another.

Cinder smiled as she took in the sight before her; the entire arena was burning. From one edge to the other, flames. Every seat, every walkway, every concrete paver was engulfed in the orange and red blaze. The center of the arena, where surely Rain was now a pile of ashes, was a roaring inferno that would have made any pyromaniac mess their pants. It was beautiful.

And yet… it was at that moment Cinder noticed something that… didn't fit.

Small pinpricks of blue-ish light, almost lost among the blaze, were gathering towards the center of the inferno. From all directions. Before long there were hundreds… thousands… all moving to where Rain had been…

Suddenly, a blast of force erupted from the very center of the flames with a BWOOSH. Cinder blocked her face as she was hit with a sudden blast of cold.

When she looked back down, her jaw dropped.

The fire hadn't been put out… it had been frozen solid.

NOT. POSSIBLE.

Every square inch of the arena that had once been engulfed in flames was now frozen over with flame-shaped tendrils of cold, blue-and-white ice. A fine mist already lay about the entire space, like it had been there for days. Cinder's breath would have been frosting in front of her face… if she had remembered to breathe at all.

Rain stood in a small clearing at the center of this winter wonderland. Completely unharmed. Completely. Unharmed.

The girl looked up, silver eyes locking onto Cinder's floating form. Her eyes…

Her eyes also had small flares of light around them. The same as Amber.

"You bitch… … …you're a Maiden?!"

Rain floated up, mimicking Cinder as she rose to the woman's altitude, and smirked.

"I could say yes…"

… … …

… … … … …

11:29 PM
Amity Stadium, Operations Room

Qrow wasn't paying attention to a single word Adam Taurus said during his big broadcast. He was too focused on escaping. Vernal was watching him sidelong, trying not to look as desperate as she must have felt.

Damn these ropes! Why did they have to be so good at tying knots around here?

And then Adam turned around, sword drawn. Everything seemed to be happening in fast-forward after that.

"And now, ladies and gentlemen of the world, I will kill the first human." The faunus leveled his blade right in Qrow's face, grinning once again.

Qrow glared back at him. He really hoped his semblance might actually come in handy right about now…

The blade moved to the side… then plunged right into Vernal's gut. She didn't even have time to scream.

"No! You son of a bitch!"

Adam looked back at the dark-haired man, his face unreadable beneath his big, fancy Grimm mask. "Why would I kill you first? She was obviously waiting for you to save her… so I saved her the trouble."

Qrow was ready to unleash a savage string of curses that could curdle milk… but he never got the chance. No sooner had Adam finished his sentence when a massive explosion shook the entire building. It must have come from above, but he would never have guessed what it was.

It caused the lights in the room to go out. The other hostages began crying and muttering in fear, but Adam was already yelling over them. Qrow ignored them all as he tried to scoot closer to the girl. There wasn't much he could do while tied up like this, but maybe…

With a loud, mechanical clicking noise, the emergency lights began to come on one-by-one. The pitch blackness slowly receded.

A new figure stood among the hostages.

No one had heard her come in, and Qrow knew why. Her great mane of black hair cascaded down her back, obscuring the view of her gothic red dress, but Qrow already knew who it was. Her full-face mask hid her expression, but Qrow could tell from her body language how she was feeling.

He hadn't seen Raven Branwen in years, but he knew she was pissed.

Qrow suddenly remembered Vernal's tattoo – she was one of Raven's.

The masked woman spoke with a deadly calm voice, saying, "Take the girl and get to the city." Qrow's bonds were cut by an unseen blade, probably one of her other bandits she had snuck in with her. "Now."

He took less than a moment to confirm that Vernal, while still bleeding out, was not dead yet. "Leave one of your portals open so I can get the others out of here, and I will."

She didn't respond, but instead moved the fingers of one hand almost imperceptibly. More noises came from behind him as Qrow watched as not one but three other bandits made their way through the crowd of hostages, cutting ropes and helping them to their feet.

As Qrow picked up Vernal's body, Raven warned, "If she doesn't make it, it'll be your head, brother."

"Nice to see you, too."

The bandits worked fast, he'd give them that much. By the time he finished bantering with Raven, Qrow and Vernal were the last ones left. He took one last look at Adam, a man who suddenly found himself no longer in control of his surroundings, and felt a touch of pity for the man.

To his knowledge, Qrow was ready to walk away from the sword fight of the century. He knew a bit about what Adam could do, and all too well what Raven could do… people would pay good money to watch that.

Pity he would have to miss it.

… … …

… … … … …

11:40 PM
City of Vale, Warehouse District

Thunder had been rumbling around the Stadium for awhile now, but Neo really couldn't care less about that. All she wanted to do was kill this new girl.

But she couldn't. She wanted to scream.

Neo was fully ready and willing to entertain the two boys for as long as she needed to. They certainly couldn't match her skills, and playing with them was part of her mission after all. Hell, she was starting to enjoy herself again.

But then that damned dyke had arrived, claiming she was there for backup or some shit. Neo instantly hated her. She'd always had issues with butch girls like her, but for some reason this girl really got under her skin.

At first Neo was just being polite, almost mocking, as she waited on this Rose girl to get herself ready to die. A tiny part of her mind was flattered that the dyke thought she was worth putting perfume on for, but Neo would not be taken in by smells. She would die before she let a woman hit on her.

One attack. That's all she managed to land.

As Neo landed lightly on her feet following that attack, her knees wobbled. She stared down at them in disbelief. Her knees never wobbled. Ever.

And then she looked back at the girl… and would have screamed if her voice worked.

For just a moment, Neo thought the girl was… absolutely gorgeous.

Anger began to rise within the pink-and-brown girl for the first time in years. Anger that someone female had gotten such a reaction out of her. She liked men, goddammit! This girl had to die. Now.

She launched herself into another attack, this one much more aggressive than the last. She ended up locking her legs around Rose's head, ready to flip backwards and send the dyke flying into a wall. It would have snapped the fool girl's neck and ended this stupid battle.

But then she froze as a terrifying thought entered her head, completely against her will: Neo suddenly wanted to shift her position ever so slightly… then simply let the girl… enjoy the view… oh gods, NO…!

Neo jumped away, her attack left unfinished, as she very nearly ran away. She ended up further than she wanted to be, breathing hard and glaring daggers at the dyke. Her opponent had the gall to look shocked. The boy stood behind her looking very confused. The big man simply stood there, looking at nothing.

The fresh air helped Neo clear her head a bit, and suddenly a thought hit her. That perfume! It had to be some kind of chemical weapon, something made to confuse. To corrupt. A love potion of some kind? Neo hadn't heard anything about that. She hadn't noticed any odd smell, but still…

Anger soon became rage. The short girl stood at the edge of their battlefield, fists trembling as her desire to kill this girl warred with her desire to keep from catching 'the gay'… but her orders had been clear. She was not allowed to abandon the fight.

Maybe if she held her breath? Worth a shot.

Neo drew her sword. Rose took a ready stance with a larger version of that red kid's oversized gardening tool. Neo drew in a deep breath, held it, then ran forward.

To her credit, Neo lasted longer than she expected on one breath. The two of them exchanged blows rapidly, most of them blocked by the big red weapon. She gritted her teeth, frustration showing. This kid was better than she looked.

Suddenly Neo's legs gave out. She'd breathed in again. DAMMIT!

All her strength had abandoned her, much to Neo's agitation. She could barely scooch backwards for more than a few feet. She really tried not to look up, she really did… but couldn't stop herself. She was practically panting at this point.

Rose looked like a goddess.

Neo's emotions were in a complete jumble. Bitter tears leaked from her eyes while a pleasant warmth grew in her lower regions. Fear and anger grew in her mind while her heart began beating hard, hope growing that maybe she'd get to come closer…

Rose put a finger to her earpiece and said, "What…? Oh, it's you… yes, it worked just like you said it would… … … well, she's practically drooling at my feet… no, she's still awake…"

That voice… why had Neo never been allowed to hear such angelic, melodic tones before? She wanted to find a spoon and dig her own eardrums out. She wanted to reach down and satisfy this growing warmth. She really wanted to scream.

"You want me to WHAT?! … … … … …Carmine, I swear you will pay dearly for making me do this…"

The girl, the goddess, knelt before her. Neo's heart surged, a traitorous smile growing on her face. More bitter tears fell from her eyes.

No… not like this… not my first…!

But she wanted it.

Not with a girl, please! I'd rather have… him…

She wanted it.

Two strong hands took Neo by the face as the goddess leaned close. Her breath tickled the girl's nose. Neo's heart was beating a mile a minute.

All of a sudden, the goddess… changed. The face that was leaning towards Neo was now that of a ginger-haired man with a black bowler cap and too much eye makeup.

Neo's eyes went wide as her smile became genuine. She no longer minded the kiss that followed.

Blackness came soon after.

… … …

… … … … …

The fight was over, and Red stared in stunned silence as Rose held an unconscious and twitching Neopolitan. The tiny girl also had a goofy grin on her face. Rose, the girl who had lost to him more than once during their sparring last week, had won.

The hell…?

Movement caught Red's attention: the newcomer was scratching the back of his head in a very Ruby-like gesture. Red said, "I forgot to ask this earlier, but… who the hell are you, anyway?"

The man took it all in stride. "The name's Garnett Rose. And, um… sorry I wasn't much help."

"Don't sweat it, man, you kept me from dying. That's plenty of help in my book."

Shoulders that probably didn't fit through most doors gave a shrug. "If you say so." His blindfolded head turned this way and that, almost like he was listening to the wind or something.

After briefly introducing themselves, Red and Rose gave each other a look of confusion. "So …what should I do with her?" Rose asked, indicating the still twitching girl in her arms.

Red mirrored Garnett's head scratch. "Honestly? I say we just tie her up and leave her with the General. We have other things to do tonight."

Garnett held out his hands, offering, "I can handle her, if you want…"

Both Rose and Red looked at his hands, then up at his blindfold. That offer seemed a bit hard to swallow. Red lifted one eyebrow, wondering just what he meant by 'handle'…

He caught the reaction, somehow. The big man raised both hands in a surrender pose, pleading, "Just tryin' to help."

"Thanks, but I've got this," Rose said as she set the girl on the sidewalk. Neo licked her lips, smiling all the wider as she settled down.

Red remembered that kiss, muttering, "Rose makes smol girls gay…"

"I do not!" Silver eyes flashed with irritation. She then glanced down at her charge, her brow furrowing with concern. "I didn't… I didn't actually make her gay… did I?"

… … …

… … … … …

Same Time
Beacon Academy Dormitories, Lobby

Velvet was no longer sure this wasn't all just a fever dream.

The White Fang had attacked the school. She'd been shot in the arm with a real bullet. And little Cherry was no longer… little.

It had been a hard fight, not the least because no one expected to be fighting in their own backyard (so to speak). The shot that got through was really her own fault – she hadn't fortified her Aura yet, and she'd been sniped.

Cherry showing up, though… that was when she started to get scared. It didn't help that Coco and the others were too mad about her injury to break off the assault, but they really should have noticed the second group coming from the side.

But then the little one began to grow. That tunic she wore didn't stand a chance.

Her little arms and legs began to stretch first, quickly getting much thicker and sprouting reddish-brown fur. Her ears and tail merely became larger and took on a different pattern of color on the fur. Cherry's back was turned, so Velvet couldn't see what was happening to the girl's face, but based on the sound of that roar, it couldn't have been pretty.

Cherry had dashed away once her growth had finished. Minutes later, she was back beside Velvet with bloodstained claws on her long fingers. The faunus could now see the girl's face – it closely resembled the head of a lion or panther. Long snout, wide nostrils, and gleaming white fangs.

The girl's silver eyes had been replaced with two blazing red orbs. Velvet shuddered as she looked into them.

Yet for all the newfound fierce looks, this beast was still Cherry on the inside; she was down on the floor next to the faunus, sniffing her injury much like the tiny catgirl would have done. It also gave a curious growl, deep and rumbling, like a big cat trying to sound innocent.

In spite of herself, Velvet reached forward with a slightly shaky hand, holding her fear in check, and began scratching the space between the ears.

The reaction was immediate: the eyes closed and the purring began, sounding like a gigantic bumblebee buzzing around inside a cave.

Velvet grinned, almost chuckling at how cute this big beast was acting, when she caught sight of Coco and the others hiding around a corner just behind it. They were clearly scared of the beast, and she couldn't blame them. If she hadn't watched Cherry change right in front of her, she would have been standing right next to them.

All at once Cherry's head shot up, her ears pointed straight up on her head. She was gazing out towards the town with laser intensity. She'd heard something. The big head swung back down and gave Velvet a quick sniff, then nodded as it decided Velvet was fine.

Then, in a startling display of affection, the beast touched her wide nose to Velvet's forehead very gently. The rabbit faunus blushed a bit. Cherry then stood and ran out the destroyed front of the building, loping forward with a gait that carried her quite far. She was out of sight within moments.

The tension in the room was all that had been holding the rest of team CFVY up, apparently, because as soon as Cherry was gone they all simply fell over. Much to Velvet's surprise, Jaune and team JNPR was right behind them.

"Are you alright?" The blonde first-year didn't look too roughed up, but his voice betrayed his worry. "We saw that big… thing… did it hurt you? Where is it?"

"I'm fine, you nit," Velvet snapped. She didn't like them calling Cherry a 'thing.' It bugged her. "She stayed around to protect me, but she just now ran outside. I think she was heading for the city. If we hurry, we might be able to catch up with her…"

"Out of the question, Miss Scarlatina."

Everyone in the room started as none other than Professor Ozpin himself walked out among them. He walked with his cane as usual, but his ever-present mug of coffee was suspiciously absent. Not a single thread was out of place on his suit, but Velvet suspected that his role in tonight's events was not as minor as he would have claimed.

"No one is to abandon their duty right now. There are numerous injuries among the teams that remained, but I thank the gods no one is dead. The battle outside these gates is being handled by those who are already fighting – none here will be needed."

"But the little one…"

"She can take care of herself. I know how much she means to you, believe me… but this is not a battle you can help her with. It is her destiny, not yours."

Ozpin took a deep breath, then said, "Our duty here has changed – we need to help evacuate the city. We need to get as many people out as we can. Shelters, the few areas left undamaged here, any place we can use is to be made into a temporary sanctuary.

"The Creatures of Grimm are coming."

… … …

… … … … …

Same Time
City of Vale, Downtown Area – Atlas Military Command Center

"And that's the situation, General Ironwood. Rain hasn't contacted me yet, so she hasn't given me an update on her situation, nor has she explained where and how she acquired these new fighters."

"Understood. Have you heard Penny's report yet?"

"Just a few minutes ago. She sounded really upset."

"Once she learned that the circuit she accidentally destroyed was the power control chip for a life-support system, she quickly assumed that someone's life was as stake. When she couldn't rebuild the circuit fast enough, she received the 'system failure' message…"

"…And she knew someone had likely died because of it. She's a clever girl, isn't she?"

"Sometimes too much so… She's receiving maintenance back at base, as well as having her sensors checked out. Doctor Merlot is also providing emotional support… something she really needs right now."

"According to my logs here, she was dealing with Emerald Sustrai. That means her sensory equipment is fine. Emerald has a tendency to …make people see things that aren't there."

"Hallucinations? That worked on Penny?"

"Based on the data I've compiled, her semblance works by manipulating her victim's Aura itself, forcing it to send false signals to the brain. Penny might be artificial, but she does have an Aura of her own – I believe that's why it worked."

"Incredible…"

"I also finished looking into that thing you asked about before… and I'll send a runner with the info written down, to make sure it doesn't get hacked."

"Much appreciated. Thank you, Carmine."

Less than five minutes later, the runner arrived. Or rather, runners. And they didn't look like they were only there to deliver a message.

"General Ironwood, sir," Ruby Rose of team RWBY addressed him, "We are here to help." All four teens had cleaned themselves up and appeared ready to wage war.

The older man smiled in spite of himself. Had he been this eager to fight at their age?

"Unfortunately, there isn't much left to help with. Our forces have taken most of the enemy's supplies and officers, so it's only a matter of time before we're finished here."

The short redhead appeared… confused. "We know that much, but… didn't Carmine tell you?"

Now James was the confused one. "Tell me what?"

As if in response to his question, a nearby screen went to fuzz and was forcibly replaced with a video image (no doubt curtesy of Carmine the Master Hacker). The picture was a bit fuzzy, but there was no denying what the great mass of black shapes with white faces and blood-red eyes was supposed to be.

Creatures of Grimm. More than he'd ever seen in one place.

Moving quickly, Ironwood went to a console himself and punched in the program intended to alert the command tent in case of Grimm approach. It had been disabled, against his direct orders. Turning it back on, he brought up the map of the city…

And his jaw dropped to the floor.

The city was completely surrounded by Grimm. There were thousands of dots.

"I was hoping to slay a few Grimm tonight," Yang Xiao Long muttered ominously from behind him. She slammed one fist into her open hand, her face a thunderhead.

"I just hope we can hold out," Blake Belladonna said quietly. She absently reached up and adjusted the large bow atop her head.

"Well this is what we trained for," Weiss Schnee said with a huff. Her immaculate appearance was only slightly marred by the small scar over her eye, but Ironwood was one of the only people who regularly noticed it.

"But it's not just us, guys. Don't forget who we brought here!" Ruby Rose smiled brightly… although Ironwood thought he saw a hint of fatigue beneath it. These kids had already been through a lot tonight, and now they were ready for more?

And then there was what she said… "I had heard there were a few more of you all that appeared. I assume they're outside?"

The four teens shared a look that James could not read. "They're outside, but…" Ruby started saying, "…there's more than a few…"

"…?"

The three newcomers were, indeed, outside waiting for him… but there were more than three. As James looked over the …crowd… before him, he found himself completely and utterly speechless for the first time in his life.

Men and women, tall and short, old and young, armor and clothes, swords and guns, flying and walking… it looked like all walks of life were represented with the army before him. No two were more than a little similar.

And every blasted one of them had the exact same shade of dark red hair and silver eyes.

"We counted them as we arrived," Ruby said as she walked up next to him. Her voice held a decent amount of awe. "We confirmed ninety-three."

Ironwood did some quick math and reached a new number – with all of the current redheads added together, that made a nice even 100.

One hundred Ruby Roses.

Against the single largest assault of Grimm in human history.

Sure. Why not? What could go wrong with that?

… … …

… … … … …

Chapter 18:
The Storm Breaks

… … … … …

… … …


A/N: Tune in next time as I bring you: The Battle of 100 Rubys. I told you it would be big. And no, I didn't sit down and create 100 unique OCs – most of them will be blatant parodies that will remain unnamed to avoid any copyright issues. Because it's more fun that way. :P

In future chapters, I will be bringing in some details that the canon story either skipped or simply hasn't confirmed yet (such as a few semblances and weapons). This means a few characters might not coincide with their canon counterparts. I'm adding this note now, before I get myself in trouble with the purists who actually get this far. The main example here is my Emerald – I don't think her canon semblance was that specific, but it works for this story. Another big one is Summer Rose – at this point, we know next to nothing about her, combat-wise. I'll be starting her off with a clean slate… heh heh…

While I'm thinking about it, I want to give a shout out to all the readers who've been keeping up with this story. You guys rock! Also thanks to everyone who is still joining us on this roller coaster ride of epic proportions, welcome!

For those who simply haven't bothered to un-follow this thing, um… thanks? At least I haven't driven you away yet…

=^w^=