A/N I hope everyone enjoyed the last chapter, I enjoyed writing it, but now's the time to read.

Yang and Winter stared at each other in silence neither said a word, Yang was rather confused by Winters statement, what did she want to know about her, Yang had assumed that Winter knew more about her

"I don't know what I could tell you 'bout her, but sure. What do you wanna know." Yang said after a few moments of thought

"I want to hear you say her name, it will tell me everything I want to know." Winter explained as she stared Yang dead in the eyes

"Why would you want me to say her name?" Yang avoided quietly she looked a little self conscious about the question too

"Why would you avoid saying it?" Winter countered calmly as she leaned forwards and looked Yang dead in the eyes

"I just want to know why." Yang explained staring at anything but Winter who kept staring at Yang

"Say it, please. I want to try and help you." Winter continued calmly as she placed her hand on Yangs, after a few moments Yang looked at Winter then looked down at the table

Yang sighed before she could speak she seized up and a few red sparks ignited in her pupil "Master wants to know how you figured it out." Yang spoke her voice and posture both dropping into a tired slump

"Damn it... I guess Ruby was right, I should have warned you all about her and to answer your question I had a hunch." Winter muttered to herself, clearly she was disgusted by what happened to Yang, after a few moments of frustrated silence Winter spoke an order "Return Yang, now." Yang rolled her eyes and spoke her voice doubling with another as she did so "You're no fun. I liked you better when I was in control." then the sparks vanished from her eyes and she returned to normal

"What happened?" Yang asked as she looked around at everything around them, Winter was the most out of sorts thing Yang saw, given her skin was paler than normal and she looked like she was on the verge of tears "Are you okay? What happened?"

Winter growled and slammed her fist into the table "Damn it all... I feel so useless."

Yangs confused look didn't change so she repeated the question "Winter, what happened?"

Winter spoke after calming herself "We; you and I, are stuck in a situation that I'd rather neither of us be in, your Oberst has a very powerful semblance, one which doesn't work on General Esdeath I don't know why, but that's the only reason why she was allowed to keep her in her army under obvious restrictions, her semblance is a form of mind control, all she has to do is look into a persons eyes and activated it, as long as they are within ten meters of her they will become subservient to her on activation then she can exert her influence over them the farther away the more strain on her Aura. I didn't know when I first got transferred to this army and after our meeting with the general I was planing on telling you all about it... I failed you, I'm so sorry."

"That's absolutely crazy, Ma-" Yang began to say but her mouth was covered by Winters hand

"Say the beginning of her name slowly, but listen to what you actually say." Winter instructed as she took her hand away

Yang nodded and began to say William "Mas... Mast... what the fuck?" it was nauseating, in her mind she heard 'William' but her mouth wasn't listening to her, it was listening to something or someone else

"I understand the shock you're having, and right now it will be its worst. Neither you nor I can get too close to her or it will automatically take over, she can also force herself into your mind or even break it if she wanted to, it's a chain on us but if someone were to cut out her eyes she wouldn't be able to use her semblance on us or anyone else that's why the General has her wear that blindfold it makes people think shes blind so they wont take her too seriously, but remember this; she raped and enslaved almost four towns and tried to overthrow the Atlas government with her army of slaves, it failed, but the way we dealt with it was met with massive backlash from Mantle, mainly because we killed so many 'civilians' but we couldn't let her get into the city if we did..." Winter explained with a shutter of fear before continuing her explanation "Lets just say it wouldn't have boded well for the world, after the General defeated her and forced the blindfold on her she realized that control over her was as easy as covering her eyes so she chose to add her to her army, it took an entire council vote to get Reichsmarschall Ironwood to agree to allow General Esdeath to keep her in her army." Winter explained a few moments later Wit returned bringing them their drinks

(o)

Ruby sat in Esdeath office a mountain of paperwork in the large desk in front of her, her wrist was throbbing in pain and the work load didn't seem to get any smaller as she continued to work, Esdeath was sitting in the chair across from Ruby reading from her scroll

"Can I stop now? I've been working for hours!" Ruby whined as she lied her head on the desk

"You've been working for one hour and forty-five minutes, that's not hours, and it wouldn't be a punishment if I just let you off the hook so easily" Esdeath calmly replied causing Ruby to groan and pretend to sob

(o)

Weiss sat in their dorm staring at the notebooks she got from Akames' room everyone needed to see these everyone needed to know, but she still couldn't figure out why Akame would write those and leave them in the open, its too convenient but she couldn't just wave it off and not tell anyone, they had to decide as a team where they stood and who their enemies would be, a knock at the door drew her attention from the books

"Come in." Weiss said as she closed one of the notebooks, the door opened and Pyrrha walked in

"Hello Weiss, I wanted come and see you guys I though I hear Rubys' voice a little while ago, where is she?" Pyrrha politely asked as she entered

"She lied to Esdeath so now shes spending the next few days doing paperwork for her... it's really not that bad of a punishment, but shes stuck with Esdeath..." Weiss answered as she stood up from her desk

"What are those for?" Pyrrha asked pointing to the pile of notebooks

"Those are Akames' she wants us to hold onto them while shes out." Weiss lied calmly as she began to exit the room "Come on, lets walk. I've been cooped up in here too long." Pyrrha complied and quickly followed after her. Walking outside of the room Weiss shut the door and locked it then began to walk down the hallway towards the exit, Pyrrha quickly followed her outside and along the stone path leading away from the dorms

"Tell me Pyrrha, whats your opinion on the Atlas occupation?" Weiss asked as they walked

"What do you mean? Occupation implies that the army has taken control of the city, that's not the case." Pyrrha asked trying to get a bit more information on what Weiss meant

"Pyrrha, you're not an idiot, look around you, look at the city. They are treating this like an occupation and I know Esdeath is doing so as well." Weiss ranted slightly irritated by the ignorance displayed by her peer

"How do you know what the general is treating this like? If they are treating this like an occupation then why isn't the council doing something about it then?" Pyrrha asked quietly trying to not sound like shes crazy

Weiss stopped and began to think of what she was going to say "As you know we, my team and I, were brought back by Esdeath and her army, we were out there with Akame, where do you think she is right now? Imprisoned? Dead? Left for dead in the wilds to be eaten by Grimm? What do you think?"

"She was... I have no idea which, but why would any of those options cross your mind?" Pyrrha asked back turning the question again, talking like this would get them nowhere fast

"I also don't know, if I had to say Esdeath probably threw her out of her ship when we weren't around. She seemed really cautious around Akame, she didn't even let her come to the meeting she had with us." Weiss said as they walked along the path "Pyrrha, I'm warning you because I'm your friend, be very very careful around anyone in the Atlas military, be careful about what you say and what you do."

"I'll keep that in mind, with how the General conducted combat class I'd feel bad for anyone who got on her bad side, luckily for Cardin transfer students cant participate in combat class yet." Pyrrha replied with an annoyed tone

"Yeah... oh yeah! His whole outfit and weapons changed, any idea why?" Weiss asked as they stopped walking

"After Akame saved him, apparently he didn't trust his mace after that, so he came to me and Jaune to try and find out how to fight with a sword, and better ideas on armor." Pyrrha explained as she adjusted her school jacket

"Do you mind if we spar for a bit? I need something to get my mind off of this... hell." Weiss asked a few moments after their conversation died

(o)

Ruby had finally finished the final piece of paper needed to be filled out, with how long it took she could have believed that the day had already passed the only reason she didn't think that was Esdeath who stood and spoke

"Well done, you completed this entire day of paperwork... five minutes faster than me." Esdeath complemented as she stretched a bit

"Really!? I thought I would have been way slower." Ruby said surprise in her voice as she spoke

"Yeah, I've always hated bureaucracy so its a chore more than anything else so it takes a while, plus I get distracted quiet a bit I'm sure it has something to do with Scrolls but after such a long time with one I can't really imagine my life without one." Esdeath explained as they exited the room and began towards the hanger

"General! You have a call!" a specialist called as he jogged over to her

"From who?" Esdeath asked as the man held out a different scroll to her

"Your mother again." he answered as Esdeath took the scroll with a sigh

"Thank you, you're dismissed." Esdeath thanked and he took off again as she held it to her ear, Ruby watched in fascination, Esdeath had a strange look on her face but it quickly vanished as she spoke

"Hello mother... yes... no I have no intention of quitting anytime soon... we've talked about this... I don't care what father wants, he made his choice I made mine... I know that... Ruby Rose what does it matter?... so what she is old enough to make her own choices..." Ruby couldn't quiet catch the whole conversation but she was surprised by how rocky it sounded, after a few moments of quiet the conversation continued "You're what?... you don't have to-... fine... just be very careful I have many enemies around here... I didn't kidnap her... love you too." Esdeath took the scroll from her ear and growled

"Dammit all." she quietly said as she pocketed the scroll

"What was that about?" Ruby asked her interest growing in Esdeath conversation

Esdeath sighed before she spoke in what sounded like an awkward tone "My parents are coming for the Vytal festival, and they want to meet you."

Ruby began to blush trying to not sound embarrassed "Oh..."

"Don't worry about it too much they just want to meet you, and try and figure out why we're together." Esdeath waved off as they began to walk towards the hanger with Esdeath Manta in it after entering it Esdeath spoke again "My father was a General der Panzertruppe, or Lieutenant General of the Panzertruppe, so if you want to try and impress him talk about Panzer."

"Whats a Panzer? Is that like... a big cat?" Ruby asked as the Mantas engine began to fire up, that made Esdeath laugh a bit causing Ruby to blush again

"No you're thinking of a panther. Panzer translates to tank, it's been all he's thought of for my whole life." Esdeath explained a small amount of frustration in her voice, she then continued her voice getting a little shaky as she spoke"I tried to get him to transfer to my army but he declined the offer, saying 'being in an active army would be a detriment to his work.' so I had to get a different engineer head; Mich Gefrorenes, he's a fantastic engineer with a brilliant mind but..." Esdeath voice faltered and fell silent for a few moment as she recomposed herself a bit before finishing her sentence "I just wish father would have spent more time working with me, instead of his Panzer." Ruby felt a pang in her heart at that, but she knew what Esdeath could do, she kept having to remind herself that Esdeath was a bad person but it didn't feel right to do so

"Esdeath?" Ruby asked causing the woman to look her dead in the eyes "What was your first childhood like?"

Esdeath seemed surprised by that question but answered her regardless "My mother died on a hunt before I got to know her, my father trained me to be strong and to do everything in my power to survive. One day I left my tribe and went into the mountains for a few days to train and hunt on my own when I returned our tribe had been attacked by a neighboring tribe, I was ten at the time and my father died in my arms, after that I left and wandered the world-" Esdeath began to explain only for Ruby to interrupt her

"No, not your past I mean your childhood, like what did you do for fun?" Ruby clarified her interest in Esdeath continuing to rise

Esdeath nodded and spoke much slower "There wasn't much fun, I trained to fight, I gutted creatures for their valuables, and learned basic math and physics, father wanted me to be strong enough to lead the tribe when I was older so I had to make fun of it myself. I suppose that helped make me this way... huh, that's a new feeling, I believe this is called disgust, I've always had a hard time identifying my emotions, as father raised me I never had any need for emotions, and I've never had a problem killing either, I've been doing it since I was far younger than you." Ruby was surprised by what Esdeath had told her of her childhood, it hurt her to think that Esdeath had been forced into the role of villain because of Akames' point of view

"Esdeath, I'm sorry that I treated you so rudely. I should have been more reasonable." Ruby apologized as Esdeath pulled her into a hug which was almost immediately returned

(o)

Blake walked into the arena where Weiss said she would be, she watched as Weiss and Pyrrha traded blows as ice fire and lightning shot from Myrtenaster, Pyrrha had a surprisingly hard time keeping up with the amount of dust Weiss was proficient with, Weiss stabbed at Pyrrha as she did so she over extended and stumbled forward opening herself up for a counterattack which Pyrrha took full advantage of the opening by bashing her shield into Weiss' gut and spun and slashed across her chest with her blade and kicked her in the knee causing her to fall and then hit her upside the head in a fluent motion causing Weiss to collapse to the ground and groan in pain

"That was very good Weiss, you have improved exponentially, I'd like to know how you improved so much? All the holes I saw in your form basically vanished in two weeks! It impressive." Pyrrha complemented as Weiss slowly stood

"Akame is a very good teacher, she somehow caught me up on proper sword play really quickly." Weiss explained happily as she returned her blade to its sheath

"I didn't expect her to be such a good teacher, I suppose I should rethink my opinion on her." Pyrrha commented as she panted lightly "You all must have done some serious endurance training out there, if you're not tired right now."

Weiss chuckled at that "What? No I have the weakest stamina out of all of team RWBY, I am probably more tired they you right now, Akame just taught us how to hide our exhaustion it helps with psychology warfare, but with what we're up against I don't think that'll do much." Weiss then cracked her knuckles and called out "Anyways, Blake how'd your search go?" Pyrrha quickly looked over to the entrance and caught sight of Blake who was leaning on the railing

"Nothing, I guess you were right, she's not in the city." Blake replied as she looked downtrodden

Weiss muttered to herself then closed her eyes for a few moments then spoke "Alright, Ruby was just with Esdeath but I'd assume their done now, I'll call her, you call Yang, we have things to discuss."

"It seems you four have things to do, I have to go meet with Jaune so we can train so I'll leave you to it." Pyrrha said after she caught her breath

"Alright, see you later Pyrrha." Weiss waved as she drew her scroll and walked away with Blake as she did the same, both left Pyrrha alone in the arena to think on their words as she prepared to train with Jaune

(o)

Ozpin read over the document he was planing to send to James, it had all the information that Akame and Qrow had given him on Esdeath and the empire, it was important that he got it, even if they failed to kill her she wouldn't have a future in the military anymore so that would break her grip on RWBY and that was his primary concern, he sighed and rubbed his eyes, after a few minutes of quietly sitting and tired sighs his scroll began to ring quickly picking it up he answered it

"Hello?" Ozpin asked waiting for the response

"Ozpin, how have you been?" Glyndas voice came from the other end

"I'm fine, but how are you?" Ozpin asked his surprise and concern extremely obvious in his voice

"I'm fine, I haven't had any visitors but I have seen solders all over the place, it was really surprising to see them, its like an occupation down here." Glynda answered

"Alright, I guess we'll have to make do for now, you just focus on getting better, I'll be sure to keep your work as covered as possible with your absence." Ozpin nodded as he wrote down what she had said

"Thank you, I'll be going now." Glynda said as she hung up

Ozpin returned his scroll to his pocket and sighed, she hasn't found Qrow or Akame yet, he had to admit they were really good at vanishing when they needed to, he hopped that they had a plan because right now he was stuck worrying that they would play it by ear

(o)

Ruby and Esdeath exited the Manta and began towards the student dorms, it had begun to get late and the sun was setting, they had spent most of the day telling stories and joking. Esdeath rapped her arm around Ruby as they walked and it was met with no resistance

"After that Akame had me cut open the dear, it was strange the first time... but something strange happened... I don't know what it was but something felt off." Ruby said as they walked

After a few moments of thought Esdeath spoke "Strange, I've never heard of something like that happening before, perhaps someone more knowledgeable on such a subject would be a better person to talk to about this, I'd say Ozpin but I don't trust him as of right now, he gives off the feeling of prey that been backed into a corner."

"You're not wrong..." Ruby began but paused and began to think of what she was going to say, anything she says after this will determines her stance when it comes down to when Qrow will strike, she talked with Ozpin for a short while over the scroll before classes yesterday and he told her what the plan was, it was her job to keep Esdeath unaware but right now she didn't know what to do, the woman with her has been kind and polite not the monster that everyone else sees her to be, maybe they could be convinced, maybe they were wrong, she couldn't figure out her stance yet, her thoughts were quickly interrupted by a pair of lips hitting her own and erasing all of her thoughts and replaced them with confused and embarrassed thoughts

"Are you okay?" Esdeath asked Ruby who was rapidly growing brighter shades of red "You seem... distracted."

"I... I need some time to think... you know... its kinda important, you know how it is." Ruby said as she tried to avoid answering her thoughts yet

"Take all the time you need, choices like this are always difficult." Esdeath waved off causing Ruby to freeze in her tracks Esdeath continued walking a bit but froze when she noticed Ruby wasn't following

Ruby's body quickly grew cold as she hesitantly asked "What are you talking about?"

Esdeath scoffed at her question but answered all the same "Qrow and Akame are obviously in the city and in communication with Glynda, Ozpin sent her into the city and had her name placed in a hospital I had one of my Specialist sneak in and find her room, which was empty, making that the only logical conclusion. I had all of your scrolls monitored and fitted with a listening devices before you left my ship so if you had a conversation with it nearby I would know it, you told Ozpin about me and he immediately contacted Qrow, Qrow found Akame and are now searching for a way to defeat me, the only of which is in my ships armory." Esdeath explained causing Rubys fear of the woman to return she was extremely smart, Akame had told her that, but she didn't think she had that much insight "I don't mind letting you wait a while before giving me your answer on who's side you'll be taking but I will want an answer before the battle starts." Esdeath finished calmly as she placed her hands on Ruby's shoulders "Remember this; I will always trust your choices, but I will not hesitate to incapacitate you if you seek to do any harm to my solders. Do you understand?" Ruby nodded her fear leaving due to Esdeaths calming words

"I understand... but I want to talk to my team first." Ruby quietly said after a few seconds

"Of course, you should consult them, they are your allies." Esdeath agreed as they walked into the dorms

(o)

Pushing open the dorm room door they were greeted by Weiss, Blake, and Yang who were all talking but quickly fell silent when they saw Esdeath

"Ruby, what did dad tell us about bringing boys home!?" Yang teased causing Ruby to blush

"T-That doesn't ap-apply here!" Ruby stuttered out then spoke again with far more confidence "She's a girl!... So ha!"

"But we're still here, what? were you planing to do? Bone while we watched?" Yang shot again causing Ruby to blush even more

"If you all will excuse me, I'll be taking my leave." Esdeath said her eyes locked on the window as she quickly turned and left the room, team RWBY all shared looks then looked out the window themselves only seeing a crow sitting on one of the branches of the tree outside their room, they then began to talk about what their plan was for what was to come

(o)

Esdeath stormed out of the dorms and began towards the tree only for a very familiar voice to stop her "Over here Ice Queen."

turning she saw Qrow leaning on the wall right next to the door she just exited "Why the hell are you here? I thought you would have run away by now." Esdeath growled with all the anger she could muster but her voice still shook

"I came to make sure you were really you and I gotta say, I'm confused 'cause last time I saw you, you had a sizable amount of your body missing. So what gives? Did hell spit you back out?" Qrow asked as he crossed his arms his eyes carefully studying her making sure she wasn't going to suddenly attack

"I made a deal, I get to live again if I let my soul be reincarnated into a prime world. Now I know that doesn't make any sense to you but lets leave it at that, okay." Esdeath answered as she clenched her shaking hands into fists

"Alright, I only came here for that, and to confirm your relationship with Ruby. See you in three days." Qrow said as he pushed off the wall and walked away into the darkness leaving Esdeath alone to think on his words, but her mind was locked on her fear, she didn't expect it to be as powerful as it was

(o)

Ruby changed into her pajamas along side the rest of her team before they all sat down to talk

"Okay, where do we stand?" Ruby asked the question floated in the air as they sat quietly

Weiss was the first to speak letting confused anger sink through "What do you mean, I obviously stand against Esdeath."

"I actually wanted to ask something first." Yang said gaining all of their attention, before Yang spoke again she seemed to grow sick "I wanted to make sure of something before we make any choices... do any of you know the name of the specialists Oberst?"

Ruby nodded "Yeah, Winter told me to avoid her, and that she wanted to have a meeting with you guys to warn you."

"Do you know her name?" Yang carefully asked still looking sick

"Yeah, William... something." Ruby answered causing Yang to sigh in relief "Why does it matter?"

"You two say that name, now." Yang ordered looking to Weiss and Blake causing both of them to look surprised by how forceful Yang was being

"William." Weiss repeated confused by Yangs tone she then looked to Blake who also had a confused look

"Master." Blake answered causing everyone to look at her Yang had a scared look on her face, Weiss, Blake, and Ruby had confusion on theirs

"Dammit, gods fucking dammit!" Yang said in anger as she clenched her fist trying to calm herself

"What?" Blake asked looking between all of them

"You're brainwashed too." Yang answered causing Ruby and Weiss to turn to her

"What! Yang what do you mean by that? I'm so confused." Blake asked as Yang raged

"Winter told me, that Mas- that she could control people by looking into their eyes. That information isn't wrong, I know that Winter, me, and Blake are all under her control so our votes wont count, you two should talk this out, we'll go for a walk and I'll explain everything to Blake." Yang then got up and pulled Blake to her feet and quickly exited the room leaving Weiss and Ruby alone

"You know my stance, that woman has to go." Weiss repeated looking Ruby dead in the eyes

"I think... shes not as bad as everyone thinks she is." Ruby carefully said causing Weiss's eye to twitch

"Why do you say that? Because I cant seem to find any redeeming qualities about her." Weiss asked her irritation shining through her voice

"She is kind and polite, not some brutal monster everyone has made her out to seem." Ruby explained causing Weiss to scoff

"Have you been to Vale? Her solders are running a muck and posting wanted posters of Akame all over the city, shes basically placed the whole city under marshal law, and you think shes kind and polite, use your eyes, shes just putting on a front for you so you'll like her, I've dealt with people like that my whole life and I can say with complete certainty that shes lying to you." Weiss exploded, she knew Ruby was naive but now she was just acting crazy

"Weiss, I don't want her to die, and from where I'm sitting that's the outcome that is bound to happen if we don't do something. Please I'm asking as your friend, help me help her." Ruby tried with a pleading look in her eyes

Weiss looked completely unconvinced "If you want to save that monster that's on you, but you'll have to do it alone." Rubys' face dropped at that and so did her posture

"Are you sur-" Ruby began but was cut off by Weiss "Yes, I'm sure. You're on your own."

"Okay, and I guess Yang doesn't want her or Blake to vote because their apparent brainwashed state." Ruby said neutrally after a sigh

"Yeah, not that they'd agree with you." Weiss bitterly said as she stood and walked to the door

"Where are you going?" Ruby asked as Weiss grabbed the handle

"Away from here for a bit. Besides I need to buy some things." Weiss answered coldly as she opened the door and left slamming it behind her.

Ruby lied back in her bed as tears began to flow from her eyes the stress of reality began to crush her spirit and she was having a hard time trying to get her team to agree with her, Weiss is the only one who she could ask for help Blake and Yang wouldn't willingly help

A/N So I might have left this one off on a slightly depressing note, but hey we're one step closer to our goal of... battle, I'm making it extremely obvious cause it makes sense doesn't it, RWBY know a battle is coming and so does everyone who isn't a full on student. Cinder and her crew are going to be arriving soon, that plot line is still a go so don't worry too much about it getting to far off topic, or maybe worry that its not getting off topic.