The fair grounds were in a panic as Grimm chased and attacked innocent people, unfazed by the Atlesian Knights firing upon them. "I don't believe this." Weiss said as she looked around. A Grimm rushed the two teammates, but was killed by an arrow. Looking over, the two saw Umbra as she ran up to them.

"Well, you better start, because all hell's breaking loose around here. You guys need to get your weapons NOW." She said.

Blake pulled out her scroll. "Yang, are you okay?" She asked.

Meanwhile, Yang was running through the school with Zwei close in tow. "I'm fine. Is Ruby with you, she's not answering her scroll." She said.

"No, she isn't." The Black clad girl said. Yang stopped in her tracks at this. "Yang, I'm sure she's fine. She's our leader. She can take care of herself." She reassured her.

Yang sighed at this before clenching her fist. "Right." She said, before continuing through the school.

"This can't be happening... Penny..." Weiss said sadly.

"Yeah, it's sad. But we can't focus on that, now. We have to stop the Grimm from killing every single person here first. Then we'll find whoever did this and make sure we get revenge for Penny." Umbra said.

Blake looked up at her fellow faunus and nodded. "You're right." She said, before looking back at her scroll.

"I'm heading to the docks. The White Fang are releasing Grimm into the school!" Yang said.

"The White Fang is here?!" Blake demanded, but then there was the sound of gunfire. "Yang!" Blake shouted.

"I gotta go! Be careful!" Yang said, before hanging up.

"Blake, what are we going to do?" Weiss asked.

"We're going to the docks and we're doing our job." She said, calling her locker and weapon.

"That's the spirit!" Umbra said as she fired at a few more Grimm. Weiss took a few moments before she finally nodded.

Back in the arena...

The Nevermore was still trying to get through the barrier and was beginning to succeed. "Warning: Safety barrier failing." The automated voice announced.

"Come on! You all need to get out of here! It won't last much longer!" I shouted, waving the civilians to waiting airships while keeping an eye on the Nevermore and blasting a few approaching Grimm.

Pyrrha still stood in the middle of the arena, looking down at the scattered pieces of Penny's body, the horrified look still on her face, unable to hear all that was going on around her. "Pyrrha! Pyrrha, you've got to move! That thing is going to break in!" Jaune shouted.

I looked up as the Nevermore screeched and the barrier began flickering. It flew upwards about 10 or 20 feet before divebombing the barrier. "Pyrrha, no!" I shouted, rushing in, grabbing her and crouching, protecting her with my body. The monster managed to smash through the barrier and slammed down on the ground, forcing us back a ways. As soon as we came to a stop, I readied my chainsaw katanas in their shotgun form and began blasting at the monstrous bird, using my demonic energy to control my chains and send them out like flying snakes to tangle around the Nevermore in various places and anchor it to the stadium, keeping it in place. "You shall not harm anyone this day!" I shouted, walking in as I continued to fire. However, despite one chain wrapped around its neck, it managed to lunge forward in an attempt to bite me. "This could hurt!" I said, moving my arm in the way.

Suddenly, something hit it in the chest. Looking up, I saw Ruby, wielding one of Penny's swords. "Ruby..." Pyrrha and I said together.

"Leave them alone!" She shouted.

"I'll finish this!" I said, jumping forward, towards its head, the chainsaw part of my katanas activating and spinning at full power. It lifted its head up to attack, giving me a perfect chance to hit its neck and with a perfect cross swing, I easily decapitated it, landing in the bleachers, before quickly jumping back into the ring and rushing to Pyrrha's side. "Baby, are you okay?" I asked her.

She looked over at Penny's body once again. "She's dead... It's all my fault..." She said, starting to cry.

"No, no, it wasn't your fault. It was Cinder and Emerald. I don't know what their plan is, but we're gonna stop them and make them pay for what THEY'VE done. It was all them, not you." I told her.

"Sai..." She said, hugging me and crying again.

We then heard a bunch of crashing noises behind us and turned to see several jet lockers coming in the ground and all of our friends and some students from the other schools grabbing their weapons. Ruby was just as shocked as us, before looking over at us. "Ruby, I... I'm so sorry..." Pyrrha cried.

"Me, too... but it wasn't your fault." She said.

"True strength is from being able to forgive." I said, nodding at Ruby's resolve and the face she didn't blame Pyrrha.

"Whoever was on the microphone. They're the ones that did this. And we have to make sure that they don't take anyone else." Jaune said, handing Pyrrha her weapons.

We looked to the side and saw everyone standing, already a small army and with our strengths together, more than a match for any Grimm that could show their faces to us. "We all know what's ahead. And what's at stake. This is your last chance to run with everyone else? Anyone want to take that road?" I asked, looking at them. Nothing. "And who wants to fight with us?!" I asked. Everyone raised their weapons and cheered at this. "Good answer." I said. At that moment, a number of griffons showed up. "Well, looks like we've got ourselves some targets." I said.

"Griffons..." Neptune said.

"Looks like we get our chance to fight alongside you after all." Brandon said, turning his gun into a katana and the blade turning orange.

"We'll try not to slow you down." Simin said, creating a flamore.

"Nope, this will just speed things up!" I said, starting up the chains on my katana again.

"So, anybody got a plan of attack?" Neptune asked.

"I have a plan: ATTACK." I said, launching myself towards the Grimm.

"Sun, I need your scroll." Ruby said. He used his tail to toss it to her and soon enough, one final locker landed in the arena, opening to reveal the most badass scythe in anime. Ruby went for Crescent Rose, but a Griffon landed on her locker and blocked her path.

Luckily, Simin threw his flamore into its head, killing it and knocking it down. "They're big, but they're dumb." He said, creating his small ice swords.

A few more swooped in, but were suddenly killed by a few shots from Port and Oobleck. "Students, I think it would be best for you to leave." Port said.

"But we can-!" Ruby started.

"Miss Rose!" Oobleck stopped her. "This day will surely go down in Remnant's history. I would prefer it if my students lived to tell about it." He said.

We all looked at them, to the Grimm, then back to them. "Keep your heads down. Try not to die." I said, starting to lead everyone away.

"Let's go!" Ruby said, grabbing her scythe. Velvet took a picture of her quickly before following the rest of us.

Port laughed as he and Oobleck stood back to back. "One final match, Barty! Place your bets!" He said.

The evacuation moved closer towards completion, dozens of people getting put on airships to escape, but Grimm were still being dropped into the arena by the White Fang. "Once I take care of the Grimm, I'm gonna neuter those White Fang bastards!" I shouted, blasting a couple of Creeps over the edge just as they were released from the airship.

An Alpha Beowulf roared and easily ripped apart an Atlesian Knight, before looking at the general, the two of them narrowing their eyes at each other. They rushed at each other and the general shouted before pulling out a large pistol, diving under the beowulf as it pounced and fired a few times, planting his right arm in the ground and skidding to a stop, tearing up the ground in the process. He fired a few more times before it ran in and swiped at him, which he ducked under before grabbing its other arm, firing at its feet, slamming it on the ground twice and pulling it up, putting his pistol to its head and pulling the trigger, blowing its brains out. "Daaaamn." Simin and Brandon said together.

He looked to us as we all ran up to him. "What's going on?!" Ruby asked.

He looked around at us before answering. "Grimm are pouring into the city. The White Fang have invaded Beacon and to make matters worse, some... bagabon, has seized control of one of my ships." He said

"Bagaon?" I asked.

"Until we get it back, the skies are out of our control. So I'm-" He started, stopping to shoot a Creep lunging at us. "Going to take it back." He said, walking towards his chopper.

"What should we do?" Someone asked (I couldn't see who or recognize the voice.)

"You have 2 choices: Defend your kingdom and your school, or save yourselves. No one would fault you if you leave." He said.

We all looked around at this. "I already did that, general, we're all gonna stay and fight." I said.

He nodded at this. "Let's move out!" He said, boarding the chopper.

"Come on! We can take a ship to Beacon!" Sun said, all of us following him.

Meanwhile, a certain asshole with a fedora with a feather in it was messing with the ships controls. "Hmm, let's see, what does this button do?" He asked, pressing it. Something happened, but I couldn't tell what. "Oh, fun! How about... This one?" He asked, pressing it and releasing all the remaining Atlesian Knights in the ship. "Hm... No worry." He said, turning as Neo brought him a scroll. "Oh! Now this one... this one's gonna be fun." He said, connecting the scroll to the ship, the red screen and chess piece popping up again.

We now look into the city were Glynda and Qrow are dealing with the Grimm, aided by a few Atlesian Knights. Suddenly, their faceplates glowed red and they turned to face the Huntsman and Huntress, taking aim at them. "What?!" Glynda demanded.

Back at Beacon...

Weiss, Blake and Umbra arrived just in time for the Knights to turn on them and fire. "Look out!" Blake said, tackling Weiss to the ground as Umbra dove out of the way, the Knights surrounding them as they got back up. They were quickly cut down before the huntresses-on-training could make a move, however.

"Miss us?" Serena asked.

"Cavalry's here!" Dumplin said, brandishing his Yamcha sword.

With the general...

They also turned red and took aim at their former commander. "No!" He shouted. From outside, we now see the ship explode and make a nose dive towards the ground (he JUST started showing off there's no way he's dead YET).

We all looked in horror as his ship fell towards the ground, Ruby running towards the back hatch. "Wait, no!" I shouted from the pilots seat.

"Ruby, what are you doing?!" Sun demanded.

She ran towards the back hatch and out of the ship, diving from it and using her hood to get enough lift to get back to the stadium. She quickly found a locker and typed in coordinates, sending her flying towards the ship. "Damn!" I snapped, puling out my scroll. "Draco, Ruby headed towards the General's ship! She needs back-up, man!" I shouted.

"On my way!" He replied, leaving the battlefield and flying towards the General's ship, the two of them landing on it about the same place and time. "Good to see you." He said.

"Draco!" She shouted.

Inside, Roman growled as he heard the two landing on the ship. "Go see what that is." He said, to which she smiled and walked away to check it as he cracked his neck.

Meanwhile, Weiss was easily cleaving through the Atlesian Knights at high speeds while Umbra and Serena took on some more of the Grimm. "You know, the Knights aren't the only problem here." Umbra said.

"That's why you're here. To deal with the other problems." Weiss said smugly.

"Wow, either a joke or a diss that was decent." Serena complimented.

Blake was taking on a small battalion of White Fang soldiers before she was knocked back. They started to gang up on her, but Selene appeared from nowhere and sent them flying with a blast of energy. "Good thing I let the Grimm beat up on me a bit already." She said.

"You're a life saver." Blake said.

The two groups reconvened, but were then shocked to see one of the Paladins advancing towards soldiers whose bullets didn't even faze it. "I think I liked the piloted ones better." Serena said.

"Come on!" Weiss said, the group rushing towards the Paladin, before watching as another aircraft crashed, dropping in even more Grimm.

"I've got this." Blake said.

"Alone?" Selene asked.

"You'll need all the help you can get with the Paladins." She said.

The group looked between each other, before realizing she was right. "Be safe." Weiss said, the group rushing towards the Paladin with her as Blake rushed towards the Grimm.

She followed the Alpha beowulf towards the cafeteria until she heard a groan of pain, looking in horror as she saw Adam throw a human soldier across the room. "No... Adam..." She said in fear.

He smirked as he looked at her and took a few steps forward. "Hello, my darling." He said.

Elsewhere, we were also fighting for all we were worth, Jaune slicing through another Ursai (seriously, is it just me or has he ONLY ever killed Ursai?), that Neon chick was being chased by a boarbetusk, Coco was shooting at a Griffon and the 3 remaining members of team BDSS were surrounded by a hoard of various Grimm we were easily knocking away. A smaller Nevermore, about the size of a car flew in at us, but Naomi jumped in from nowhere and sliced through it. "Naomi! Where's Serena?" I asked.

"And Selene?" Damion added.

"They were headed towards the docks with Dumplin. Umbra gave them a distress call and they told me to stay here." She said.

"And the rest of team EVAD?" I asked.

"Evacuating civilians. It helps they can fly." She said, firing at a Deathstalker and managing to drive it back.

"They know what to do when shit goes down. And you've been doing good holding this place down." I said.

"Don't forget, we've been helping." Nicolas said.

"We can divvy up the kills later, for now, all that counts is we fight together and stop the Grimm from destroying everything." Damion said.

"That's why you are second-in-command." I said, approving his words.

Everyone did their part and continued to fight as Cinder, Emerald and Mercury continued to watch from a vantage point, Mercury recording everything. "Beautfiul." Cinder said... sadistic bitch!

"It's almost sad." Emerald said.

"It's horrendous. Focus on the Atlesian Knights." Cinder told Mercury.

"Oh, I'm getting all of it." He said, showing the carnage to whoever was still watching at home.

"Good. Continue the broadcast until the end. And DO NOT miss what happens next." She said, walking off.

Back in his office, Ozpin watched the horror as everyone else toiled on. He watched a large group of human soldiers struggling to hold back a Deathstalker, civilians waving for help on rooftops as the Grimm climbed the building up to them. It gave him small comfort as he saw Erika and Vega rescue a few civilians, but he also knew there were many more they wouldn't be able to get to. He finally had enough, grabbing his cane and starting to walk off until the ground started shaking.

Back in the city, Qrow and Glynda also struggled to regain their footing. "No..." Glynda said, obviously knowing what was happening.

Back in Beacon...

We were continuing to fight the Grimm, Jaune pushing back a Creep as an Ursai Major with Sage and Mercury riding on its back, before they all stumbled as the ground shook and looked towards a mountain.

I stabbed a beowulf in the mouth before glancing towards mountain and, with my enhanced vision, I saw it breaking, as if something was inside, trying to get out. That was indeed the case as I saw a large claw break out, followed by a creature's rigid back, covered in spikes, and finally a very large portion of a creatures head, the eye about the same size as us. "Get ready guys. This is just the beginning." I said.

Suddenly, the mountain's top completely burst open, a massive dragon-like Grimm breaking free and flying towards the school with a number of shrieks, black blobs falling from it, that turned into even more Grimm when they hit the ground. "Damn! At this rate, there will be no end to them!" Damion snapped.

"We're all gonna die! Not even our musical numbers can save us now!" Nicolas said.

I stopped fighting and looked around. "My friends, it's been an honor fighting alongside you." I told them.

"What?! What are you saying?!" Damion demanded.

"I want you all to get out of here. Find Yang and all the others and get as far away from here as possible. I'm going to stay and finish this." I said.

"No way!" Nicolas said.

"You can really think we're gonna let you do THAT, are you?!" Sun asked.

Jaune walked up at that point. "We're Hunstman. In training, sure, but we're not about to leave one of our own to fight an army on his own." Jaune said.

"Guys..." I said, a strange mixture of shocked and proud.

"You're not gonna get us to change our minds, so might as well just zip it and fight." Neptune said.

I chuckled at this. "Yeah, that goes double for you." I said as we all rushed in.

Pyrrha was about to as well, but then she saw Ozpin and walked towards him. "Where's she going?" Nora asked.

"I'll go find out. You two stay here and keep fighting!" Jaune said, quickly following her. Meanwhile, Cinder glared down at them from her perch.