AN: Hey everyone, I have the next chapter here. Thank you for all the support this series has gotten here and on Tv Tropes. I am back to this series with a few chapters before the year ends. With it, we come back to Clockwork Academy for a few character developments and revelations. It was a lot of fun to write as I really enjoy working on this series. Hope you enjoy this chapter, leave a review with your comments and questions, and have a nice day.

Chapter 41 – State of Mind

Ruby.

In the clockwork Academy Training grounds stands, Ruby sat next to Illya. The red hooded girl smiled as she saw the pink magical girl nuzzling with the corgi, "Awwwwe!" Illya gushed with a smile, "He is just so cute!"

"I'm glad you like Zwei so much," Ruby said with a slight giggle. She then looked over to the arena, seeing Miyu sparing with Medusa and Atalanta. The iris magical girl jumped from glyph platform to glyph platform to avoid the lioness faunus' arrows. However, one arrow struck the glyph platform she was jumping to, causing it to shatter. Miyu gasped while freefalling, while Medusa dashed into the iris magical girl with her chained dagger at the ready. Miyu blocked with her wand, which started to glow a sapphire light. Medusa parried with her weapon, then spin kicked Miyu across the arena, "She really should not have said to go one against two." Ruby commented as Miyu pushed herself up with a scowl at her opponents.

"I think she just didn't want to partner with me." Illya spoke in a depressed voice, but then turned to slight anger, "Why is she so cold to me? We're on the same team."

"Trust me, I've been there." Ruby said with a slight smile, the image of her white heiress friend coming to her mind, "Don't worry, she'll come around eventually."

"Arf!" the corgi barked.

"See, Zwei agrees," Ruby added on.

"Awwe!" Illya said while nuzzling him more and more, "You are just too precious. And that name is so cool." The pink magical girl said before having an idea, then turned to the red hooded girl, "Hey, I wanted to ask you something." She said with Ruby listening, "Can I use his name in my Team's name?"

"Yeah, I don't mind." Ruby said with a smile, "Wait, did you not have a team name for all these weeks?"

"We just went with my Chaldea team name, Prisma, for the time." Illya commented, then looked down at the corgi in her lap, "But, I think Prisma Zwei would be nicer."

"I think so too." Ruby responded with a nod, "And Zwei is a cute name."

Suddenly, the wand of Ruby flew out of Ilya's hair, "Cute? You should know that is a word only reserved for a chosen few." wand Ruby said with her right wing on the center of the star, then pointed down at the corgi, "Why would anyone name a team after this thing?" She said with Zwei looking up at her with raised ears, "Now Illya, I have a list of much better, cuter, and more reasonable names for the team than Prisma Zwei. First, I would say-"

"Arf!" Zwei barked before jumping up and biting the wand Ruby out of the air.

"AAAAAAAAAAAHHHHHHHH!" the wand Ruby screamed as the canine teeth scraped against the star, "Bad Dog! Bad Dog! Bad Dog!" she said as Zwei readjusted his bite, "AAAAAHHHHH! Restrain this beast already!"

"That's not his name," Illya said with a smirk, "You better say it before he makes you into a chew toy."

"Yeah, she's right." Ruby added on, "He has a habit of burying them somewhere, which we never find again."

"ZWEI!" The wand Ruby called out, "ZWEI! ZWEI! ZWEI! ZWEI!" she continued to plead, "PLEASE!" She said before Illya and Ruby smiled. The two girls each grabbed their respective unconventional companions. As the corgi was about to readjust his bite, Ruby pulled back, while Illya pulled the wand Ruby out of the jaws. The red hooded girl held her corgi in her lap, while the pink magical girl took out a handkerchief to clean off saliva, "So cold…no more…" The wand Ruby said while rocking in place.

Illya and Ruby then smiled at each other before looking back to the sparring match, seeing Miyu breathing heavily as Medusa and Atalanta starred her down. However, the iris magical girl gritted her teeth before pulling something behind her back. Both her opponents readied their weapons, but were slightly taken back at the revealed item, "Her class card?" Ruby commented, "What does she want to do with that?" the red hooded girl said before the class card radiated a blue light that enveloped Miyu. As the light faded, Medusa gasped, and the iris magical girl dawned a near-matching combat attire to hers. As well, she road wielded the nameless daggers and rode the winged white horse, "…What?"

Suddenly, a voice was heard behind Ruby, "She has just changed her class from Caster to Rider." The red hooded girl turns around to discover it was this academy's headmaster that was referring to her.

"Oh, hello Headmaster Merlin," Ruby commented, "But, how did she do that? Jaune told me you needed a big machine that shocks you?"

"A condensed version of that is inside each of those wands." Merlin said, pointing to the wand Ruby in Illya's hands, "However, their process is a little different than what your friend went through." He explained as the group watched the sparring continue. Miyu rode her mount through the air at high speed, avoiding all Atalanta's arrows, "If the wand can analyze a target's class, it can then copy it and imprint the results on the wielder." The Magus of Flowers said as Medusa was about to summon her mount as well, but was soon shackled by Miyu's nameless chains, dragging her into the air by her right leg, "With it, the wielder has access to nearly all of the target's abilities and traits." Suddenly, Miyu and her mount began to glow in a light blue aura, skidding across the sky at high speed, "Even the Noble Phantasm." Merlin explained.

Atalanta readied her bow and aimed, but suddenly felt her body shutter. The lioness faunus felt paralyzed as she looked up at the target. With those same eyes as the long-haired rider, Miyu's gaze froze Atalanta in her place, "Bellerophon!" Miyu declared before crashing into Atalanta with her mount, while a dragging Medusa was caught up in the assault. The impact created a large dust cloud formed. As the smoke started to fade, Medusa and Atalanta were found outside the boundaries of the arena, while Miyu stood inbounds. Her body flashed blue before returning to her iris magical girl attire.

"As you can see, the results can be quite powerful." Merlin commented, "Sapphire has already analyzed Medusa's class and will allow Miyu to transform back into it in a future battle."

"Wow, that can come in handy." Ruby said before turning to Illya, "Wait, if you have the same weapon, you can do it too, right?"

"I should, but it is hard to control." Illya commented, watching Miyu walk out of the arena without saying a word, but had the wand Sapphire hovering near her head, "It part of why these AI were added to the weapons, they help to lessen the burden of the class change and help the user maintain their natural focus."

"That's right, I do a lot of work," the wand Ruby spoke up, "Which is why you should treat me better!"

"Arf!" Zwei barked, causing the wand Ruby to shutter.

Illya slightly giggled before looked to the red hooded girl, "Um, Ruby, could I ask you another favor?" she said before slightly looking down, "Abigail and Lavinia are extra classes, which I don't know if the wands can even copy. And Miyu…" she said with her face turning slightly red, "C-could you help me train to use this ability as well as she can?"

"Sure, I'd love to," Ruby responded with a smile, causing Illya to do the same.

"Awe, it's so nice to see students helping each other," Merlin commented. Suddenly, Zwei looked over to the Magus of flowers with a focused gaze, "Oh, hello little fella."

"Arf!" Zwei said before leaping out of Ruby's lap and towards Merlin. The corgi then bashed his skull into the Magus of Flower's nose. Ruby and Illya's eyes went wide at the assault on the headmaster, but Merlin had on a slight smile while falling backward.

"Oh no, I am so sorry!" Ruby called out as Zwei tried to claw at Merlin's face.

"It's okay, I'm fine." Merlin responded with a light laugh through the corgi's torment, "Trust me, this isn't the first time it has happened to me."

Qrow

In the middle of the library, Qrow finished another textbook before letting out a deep sigh. He then placed the book on the stake of twenty more before rubbing his face, "I have read almost half the books in here? Yet, nothing is getting me closer to find out about this Woman in Black." He thought while moving his hands away from his head, then speaking aloud, "Knowing my semblance, it's probably going to be in the last book I check. And that's if I get lucky." He said before sighing again, resting his head on the table.

Suddenly, a soothing voice spoke up to his left side, "Oh, hello there." Qrow heard before tuning, discovering the nun looking down on him, "You seem to be looking for information of some kind."

"Uh, yeah." Qrow said, "Have we met?"

"No, but I think that is just your semblance prevent our encounter. I am Kiara, the Head of the Church at his academy." She said with a small smile, "It is a pleasure to finally meet you." The nun then looked to the stack of the books. "History research can be rather difficult, as everyone has their own way to tell the same story." She then had a slight giggle, "You only know the truth if you were there to witness it." However, she then looked off slightly into the distance, "But your eyes can often play tricks on you. So then, what can you trust in this world?"

"…You lost me." Qrow said before sighing, then standing up, "Sorry, just been under a lot of stress and haven't had a good way to deal with it." He said while remembering the deal with Bazett, keeping true to not drinking nor smoking. "It was nice meeting you, but I need to lay down."

"Hm, you require a form of stress relief? Kiara spoke before smiling," Perhaps, I can help."

"Really? How-" Before Qrow could finish his question, Kiara had pressed her body against his. The unlucky huntsman's eyes widen as the nun's tongue lodged in his mouth.

Kiara closed her eyes as she thrusted herself deeper, holding onto Qrow's back. She had knocked him into the stack of books, causing them to topple over. The kiss contained for a few more seconds until the nun pulled back. Kiara smiled as a line of saliva still connected the, only breaking as she spoke, "Well, do you feel better?"

"Uhhh," Qrow tried to speak, still flabbergasted by this sudden event, "I mean…wow."

Kiara giggled, "How cute," She said before turning around, "I think we can both mark that in the fortunate column for today." The nun walked away, but stopped to look back at Qrow, "Do let me know if you feel stressed again and wish to …slip further into lust." She said before walking away.

"Uh…okay," Qrow said as he had his right hand on his chest, feeling his heart racing, "Wow, that really cleared my mind." He said before smirking, "Guess I still got it." the unlucky huntsman then quickly looked around the room, "Wait, somebody wasn't watching, were they?" Qrow said while looking around the area but did not see anyone. He then sighed before sitting down, "That was clo-" the unlucky huntsman was saying until he saw Scathach sitting at the other end of the table, "Uh, when did you-"

"Just now," Scathach responded,

"Okay, but does that mean you saw something?" Qrow countered, but the shadow lancer reminded quiet. Suddenly, Qrow had a realization that made him smirk, "Hang on, are you je-" he said before the sharp end of a lance was press a mere inch away from his throat, "…Never mind, I'll shut up now."

"A wise choice of words." Scathach said before the crimson lance vanished, "Please use this library for its intended purpose in the future." She said before handing Qrow a new book. The unlucky huntsman sighed before accepting it. As he began to read, Scathach remained focused on him with an unbroken glare.

Cinder.

In the infirmary, Cinder laid in her medical bed. Her eyes twitched open as she woke up. While her vision was blurry, she could make out the red mantle hero sitting to her left, "Shirou." She spoke while trying to sit up, but her body shuttered back.

"You're still not in any condition to move." Archer commented, "You need rest if you want to recover."

"…I can't recover." Cinder spoke, looking up to the ceiling, "I lost all of my powers: my semblance, my aura, even the Fall Maiden's abilities." She said with Archer remaining silent, "…I can tell what you are thinking, that this is what I get for my sins. Because I ripped those powers from the last maiden, ending her life, this is what I get." The black-haired lady said with Archer remaining silent, "However, we know that she is dead, and I am still alive."

"Do you wish to die?" Archer asked.

"No," Cinder said with a focused gaze, "Not until I avenge her."

"…Cinder, Chloe is alive," Archer said with Cinder's eyes widening. She turned to him as he continued, "She's in Vale with Kiritsugu, who took her to a hospital after she passed out after radiating a powerful heatwave."

"S-she's alive!?" Cinder shuttered, "But, a heatwave? How could she-" Suddenly, her mind flashed to that moment she watched Chloe get stabbed, her body falling over the cliff. At that moment, she was the last thought in the former Fall Maiden's mind.

"In momentary death, you passed on the Fall Maiden powers to her." Archer finished her sentence, "That's how it works, right?"

"I…" Cinder spoke, tears forming in her eyes, "Is she awake?"

"She's resting." Archer said as Cinder started to put her right arm over her eyes, causing him to stand up, "The power you stole ended someone's life. However, the powers you lost, went to save Chloe's life." He then walked to the door, "It doesn't absolve you of anything, but you shouldn't try to get yourself killed again." He said while opening the door, "So, get some rest. I will come back when I get the call that Chloe is better." The red mantle hero said before exiting the room. However, after closing the door behind him, she could still hear the cries of the black-haired lady. He stood outside the door, not saying a word, only listening to her cries with melancholy eyes. After a few minutes, the cries lessen in volume but did not stop. Archer remained standing on the other side of the doorway until he knew it was time to walk away.

Cinder still laid in bed, soon lowering her arm. Her eyes were stressed red but tears still ran down to her pillow. However, she then heard the door open again. This time, the black-haired looked over to see it was Abigail. Knowing what was about to happen next, Cinder closed her eyes. In opening them a few seconds later, she discovered herself standing in the black void, "Salem, I need you to be honest with me." Cinder said with the Queen of Grimm behind her, "Did you know Chloe was still alive?"

Yes. I did. I can sense when those I have a vested interest in pass on. I felt it when you momentarily died, but not for Chloe.

"Why?" Cinder said while she turned around, "Why did you hide that from me?"

If I had told you, it would not have helped you recover. It would have only given you more stress knowing she is alive, but in danger.

"She's still in danger! Those two traitors are going to kill Chloe when they realize she is the Fall Maiden!" Cinder shouted, but then had a cold gaze with her lowered tone, "What you did, it has a very Ozpin-like intention." She said with Salem scrolling with eyes of hate, her body radiating a black aura, but Cinder remained focused.

You are right, I apologize.

As Salem spoke, the aura fading with her sighing, but her gaze remained cold for a second longer.

However, never compare me to that man again, less you wish for me to end more than just your life.

"Understood," Cinder responded, "Shirou said she is with Kiritsugu in Vale. I don't know how she got there, but he should be able to keep her safe for now." She said before crossing her arms, "Vitch or Yu may think someone else is the Fall Maiden, or maybe they're going after the other maidens." She then sighed, "However, I have no idea who or where the Summer or Winter Maiden could be." The black-haired lady then looked back to the Queen of Grimm, "Say, why do you want the Maiden powers?" she said with Salem chuckling in her first sentence.

Strange, you never asked that question before. Still, the answer should be obvious. An eternal power can inflict an eternal wound. The Seasonal Maidens, with all their powers harnessed, could kill a near unkillable being.

"Like you?" Cinder asked with Salem turning back to her with a grin.

Why else would I need to make sure my allies gain the power? Ozpin failed to keep track of the Maiden he entrusted. And it seems the Woman in Black has realized their importance.

"Yeah, and she already has at least one of four of them." Cinder responded.

As do we. With a bit of Training, Chloe would be an excellent-

"No!" Cinder cut off her leader, "She is going to get herself killed fighting other people with Maiden Powers. Or those that want to steal it!"

You know this is the fate of those cursed with the Maiden's powers. I told you of this before sending you on a mission to retrieve the Fall Maiden years ago.

In hearing that, Cinder recalled the moment she looked down at a woman named Amber, who pleaded for her life before screaming in agony. In the blink of an eye, the image of Amber was replaced with Chloe, but the look of horror remained the same. The hand Cinder used to steal the Fall Maiden's power before, was now a shaky and sweaty palm. With a look of dread in her eyes, the black haired lady garbed her trembling hand, pulling it closer to her chest, "Please, I just found out she's alive," Cinder pleaded, "I can't lose her again."

Cinder…

Salem watched as the black-haired lady's tears fell into the black void.

We will come up with an alternate plan. Yours and Chloe's safety will take priority while I think of a way to deal with our enemies.

"T-thank you!" Cinder expressed while drying her tears, "If there is anything I can do to help-" she said with Salem cutting her off this time.

You can help by taking his advice. Rest. For now, I have Ozpin's informant searching for information on the Woman in Black.

"I understand," Cinder responded, "But, how strong do you think she is?"

Competitively, I am unsure. All I know is that she has her goal for the world, and I have mine. For one of us to achieve, the other must be killed.

"But no one has ever come close to killing you, right?" Cinder asked, causing Salem to smirk.

Well, some of Ozpin's allies have tried and failed. To this day, I have never-

Suddenly, a flash of memories ran through Salem's mind. The image of a war-torn battlefield stretched for as far as the eye could see. The dissipating Grimm created a black mist in the air. In the center of the field, Salem laid on her back. Her arms and legs mangled; her dark blood splattered on the dirt. While her eyes were barely open, she stared at her adversary. It was the same knight with the lion's helmet, which was now cracked and stained with her blood. The lance was gripped in both hands, its aim pointed downwards at Salem's head. Just as the final blow was about to be struck, the crack in the helmet grew larger, until shattering. Just as the pieced were about to fall and would reveal the face, the memory had ended.

"Salem!?" Cinder asked as her leader was gasping for air, "What just happened?"

W-who…Who was that?

"Who?" Cinder asked again.

The knight who-

Salem spoke before seeing someone else in the void, Arturia Alter. The black knight tyrant watched with a focused gaze. While Cinder had a look of confusion, Salem moved over and pulled off the mask. Staring back with golden iris, Arturia Alter had no expressions on her pale face. However, Salem was seething with rage, the black aura returning around her body. The Queen of Grimm raised her right hand, the aura gathering into the shape of a Beowolf claw. While the black knight tyrant remained unflinching, accepting her fate, Salem remained frozen as well. Cinder watched as the claw was trembling for a few seconds before the aura faded and Salem lowered her arm. The Queen of Grimm still glared down at Arturia Alter before turning back to Cinder.

"What was that?" Cinder exclaimed, "What did you see?" She said with Salem looking down at the black metal mask.

I am not sure.

After Salem spoke, she dropped the mask into the black void. In glancing back, Arturia Alter faded back into the shadows, her golden eyes being the last thing she saw. The Queen of Grimm looked back to Cinder.

I need time to think about our situation and… what I just saw. For you, please do as I say, and rest.

"I-I understand." Cinder said as the reality marble began to fade. In the process, she saw a final look in the Queen of Grimm's eyes. Her gaze a mix of frustration and … remorse. In the blink of an eye, Cinder found herself back in the bed. She looked over to see Abigail.

"She is still having those visions." Abigail spoke while reapplying the bandage on her forehead, "I sometimes see them too, but I don't what they mean."

"You overheard that?" Cinder asked with her nodding, "I don't know either, but she is not acting like herself." She said with Abigail nodding again.

"I have to get back to class before they notice I am gone." Abigail responded before walking away, "Like our leader said, get some rest."

"Okay," Cinder responded as Abigail made it to the door, "And, thank you." She said with the foreigner looking back with a smile before exiting. Cinder laid her head back, closed her eyes, and tried to sleep peacefully. However, her mind still ran with the questions she now had, the uncertainty of the future, and the fate of those she cared for.

AN: There you go, a lot of cool character moments. Ruby finally has someone she can be a big sis too, helping Illya with her abilities. I also finally explain Illya's team's name, despite it being listed on the Roadmap chapters for so long. Qrow gets a little 'lucky' in the library. Archer tells Cinder about the fate of Chloe, leading to a very emotional moment for the two. And after that, Salem shows up to explain a bit of why she needs the maidens in this continuity. Moreover, she has another flashback to her past battle, which left her near dead. Overall, a lot of feelings being shown here, some from people who do not quite know what they mean yet. Next chapter, we had back the airship group heading towards the White Fang Outpost. That is all for now, thanks for reading, and hope to see you in the next chapter.