I fell to the ground as my newest spawn punched me in the face, groaning and hissing in pain, looking up at him. "Sai!" Damion and Pyrrha cried out, kneeling beside me.

"I'm fine. Pyrrha, go help Nora. She needs it more than I do." I instructed.

"What? A-alright?" She said unsurely, looking back in shock as Saphyra had made a metal hut that her and Weiss were in, trying to get Nora through the process of having our child. "W-what's wrong with her?" She asked.

"She's... Having our baby..." I said nervously.

"She's WHAT?!" She cried out.

"Damn, Sai." Damion said, shocked.

"Sh-she wanted one, I didn't get much say in the matter!" I told her.

Pyrrha sighed and nodded at this. "Fine, but we'll talk about this later." She said, hurrying to the tent.

"That's gonna be trouble later." I groaned, before looking back to my new son. "But now for the trouble at hand." I said, getting back up.

The boy ignored me and turned back to the mortally injured Cinder. "Mother..." He said shakily, kneeling down and putting a hand on her chest. "You've given me life and power. So now I give back to you. A power even greater than that of a Maiden. The power of a demon." He said, sending a dark energy through his own body into Cinder. Suddenly, her injuries began rapidly healing, her entire lost arm coming back and finally, even the massive scarring on her face disappearing and her eye returning.

She then suddenly sat up with a gasp, breathing heavily, before regaining her arrogant composure and getting back to her feet. "Well, all the experts say having a child is the most rewarding experience of your life." She said, running a hand through our son's hair. "Thank you, my little prince. Like a phoenix, you've made me rise from my own ashes." She told him.

He smiled at this."Phoenix, huh? Then that's what I shall be. Phoenix Bladefall." He bestowed a name upon himself.

Cinder smiled. "I quite like the sound of that. So, what would you like to do now, my little fire bird?" She asked him.

He looked at her determinedly. "I wish to help your goal here succeed, mother." He told her.

Cinder smirked at this. "Well, I could not be a prouder mother if I tried." She said.

"Oh, great. He's a mama's boy." I groaned.

Draco nodded. "Well at least you're not put on child support." He joked.

"This shit just got much more annoying..." Damion cracked his neck. "This bitch is even stronger than before, but that won't make a difference, because she's gonna die all the same!"

"None of you are going to harm my mother!" Phoenix snapped, pulling a page from his mother's book and creating a large sword from glass.

"Kid, you do not want any of what we have in store for your mother. I suggest you stand down." Damion ordered.

"If you come near her, you'll die again!" The boy threatened.

I stepped forward. "Damion, I'll handle my son. Go help Draco and the others with that big fucker." I say.

"Copy that." Damion agreed, heading over to face Hazel.

"Hey, Damion! Good to have you back!" Draco said happily, grinning under his mask.

"Good to be back, my friend. Now let's do this!" Damion said, the two facing off against Hazel.

I smiled at this, before turning back to Phoenix. "It doesn't have to be this way, son. Just step aside. You don't have to be involved in any of this." I told him.

"I don't care about any of this. I only want what's best for myself and my mother. She needs the relic for Salem. Failure isn't an option." He said.

"That's my little man. Now you keep your Daddy and the others busy. Mommy has business to attend to." She said, starting to saunter away.

"You're not going anywhere!" Jaune snapped, breaking away from the group fighting Hazel and rushing at Cinder with his sword in its two-handed state. Cinder, however, simply created a scimitar and blocked his attack.

Phoenix turned his attention away from me and towards Jaune. "Back off, vomit boy!" He snapped. Suddenly, several tentacles, much like that of the Seer Grimm, shot out of his back and flew towards Jaune.

However, I quickly sprouted my demon tail and wrapped it around my son's waist, flinging him over myself and slamming him to the ground. He growled and got to all 4's in a frog-like pose. "That's a warning, Phoenix. Attempt to harm anyone here again and your birth and death will be within 10 minutes of each other." I warned him.

"He can grow Grimm parts?!" Ruby asked in shock, before blocking one of Emerald's attacks.

"Well, Cinder, it's official. You had an awesome kid. Too bad his uncle Mercury's gonna be his favorite." Mercury said, wanting to get on the boy's good side. Although this cocky statement and lack of focus earned him an uppercut from Yang.

The boy scoffed at this, before turning to me. "We don't need to fight, father. We can kill people together. You, me and mother. A big happily family. And we'll get some of that father/son bonding time." He explained, growing about two dozen super thin seer Grimm tentacles all over his torso, supporting his weight as he slowly rolled in mid-air, bringing his hands together as he mentioned father/son bonding time.

(Oh, yeah. Cinder and I have easily the most fragile hold on sanity in this room, so a mix of that? That can only be trouble.) I thought, before processing what he said."Kill who?" I demanded.

"Everyone who's a threat to us. Like vomit boy, there. Even though he's got the redhead back, he's not letting go of his anger towards mother. That makes him dangerous. Or the silver-eyed girl. Her eyes can destroy the Grimm, mother and I are part Grimm now. She could hurt us. So I want those eyes gone. The rest of her if it's convenient." He said, looking between Jaune and Ruby.

I growled at this and stepped in his path, opening my wings wide, both for intimidation and to block everyone else from view. "No. I will not allow you to do this. We are not meant to kill the innocent." I explained.

"Then why are you trying to kill mother?" He demanded, trying to look past at Jaune reengaging Cinder, but I once again blocked his field of vision.

"She's helping Salem to endanger the lives of millions. She is not innocent. I'll kill her to protect those who are. And even you if I must." I warned him one final time.

"You don't understand, old man. There are no innocents. Only threats and prey." My son countered, sprouting a pair of Teryx wings and a Deathstalker's tail. The rest of his body then began to turn black, bone spikes and Grimm plating appearing all over her body, his hands gaining menacing claws, zygodactyl feet (think a parrot or cockatiel), with hooked, blade like spikes on his arms and legs, 5 rows of spikes running down from the top of his head to the stinger of his tail and his head finally changed and formed into a black dragon's head.

"You can already use your Devil Trigger. Then consider yourself a threat. And now prey." I told him, allowing the rest of my devil form to overtake my body.

"Bring it on, old man!" He snapped. He let out a roar akin to the T-Rex roar from Jurassic Park as I responded with a roar like Godzilla's from the airport scene, and then we leapt into the air, straight at each other.

Background Music: "The Night I Called The Old Man Out" by Garth Brooks

I caught the demon/Grimm hybrid around the waist and flung him towards the ground, but he once again sprouted several Seer tentacles to catch him harmlessly, bringing him back to his feet as I landed in front of him. In his human form, he barely reached my chest, but now in his demon form, he was only shorter by a head. The threw a few punches that he managed to block, before slashing wildly with his claws, which I backed away from, before catching his right arm from one slash and punching him in the gut, staggering him, before I pressed the advantage and spun to the left, hitting him with my right wing, tail, left wing and finally my left leg catching him with a reverse roundhouse kick.

"You can't beat me, son. You may have all of mine and Cinder's skills, but you're too new, too inexperienced. Stand down." I warned him. "Come with me. I'll take you in. I'll be the father you deserve." I offered.

"And force me to join your clan?! Use my powers to save people I don't even know!?" He demanded,

He then threw a punch, but I grabbed his hand and bent it back, forcing him down to one knee. He then looked up and glared, however, his hand breaking down and reforming into a Beringel's hand, which grabbed my wrist and flung me over his head, into and through one of the pillars for the floor above. I got back up and growled, firing several beams from my tail gem while bounding towards him on all 4's. He already struggled to dodge the beams, so he wasn't prepared as I tackled him to the ground, before flinging him up into the roof, causing him to hit hard, stunning him for a moment, but he recovered and started flying, but this was enough of an opening to finally catch him with my tail beam and sent him back into the wall of the second story.

"You don't have to join the clan. You can live your life however you please, as long as you bring no harm to humans. But you'd have a family. My other lovers would treat you as their own child. They'd be more motherly than your actual mother." I told him.

He recovered soon after this. "They wouldn't care for me. It wouldn't be genuine! They'd just pity me, or see me as a monster! They'd only care for me because you made them!" jumping onto the railing of the balcony and aimed his hands at me. Red energy began to form in front of his palms as a pair of bone spikes protruded from the front of his wrist, just below his upturned hand. He shot the spikes from each hand at me, which I simply side-stepped to dodge, before jumping back to dodge the energy balls and the following explosions. He then rapid-fired the spikes at me, eight from each hand and four shots from each palm, which I flew leapt to the side to avoid, flying up to the second floor and charging towards the boy.

Suddenly, Phoenix held his arms out, a black mist starting to come from his chest. Then, a Sabyr Grimm leapt out of the mist towards me, ready to attack. "What?!" I said in shock, slashing through the beast with my claws, turning it back into black mist, but Phoenix then charged through it, stabbing me in the neck with his Deathstalker tail, slicing an x across my chest, before turning his hands and slashing across my stomach, before kicking me onto the ground. I got back to all 4's and glared at him. "So, you can create Grimm as well." I said.

"And that's just the start." Phoenix stated, the black mist emerging and basically concealing everything below his head, another Sabyr emerging in front of him with a large axe-like blade on its back and tail, along with tentacles, an eagle-sized Nevermore with electricity sparking around it, likely some remnant from the Maiden powers and finally, a massive Beringel appearing behind him.

"A speedy big cat, an electric bird and a massive, slow brute. I see where this is going." I said, seeing a familiar pattern.

"And it's the last thing you'll ever see!" Phoenix declared, sending the beasts at me.

I rushed in, swatting the Nevermore into a wall, turning and blocking with my arms as the Sabyr stabbed its tendrils into me and reeled itself in, spinning to cut me with its blade form, before stabbing it in both sides of the head and flinging to the bottom floor, causing it to fall on Mercury and allow Yang to get a solid punch to his face. Back up with us, the beringel advanced and landed a punch on me after I flung the Sabyr down, causing me to slide back, but I stopped myself with my claws and fired a beam from my tail at the beringel, but it fired a beam of demon energy from its eyes. My beam was about to overtake, but it turned out the Nevermore wasn't yet dead and fired a powerful bolt of lightning at me, stunning me for a moment, allowing the beringel's beam to overtake mine, before the brute rushed in and slammed me into a wall.

Cinder looked up and smirked. "That's my boy." She said, turning to look at Jaune. "How does it feel, even a newborn is faring better than you." She asked.

"Stop messing with me!" He snapped.

Back with us, I used my horns to impale the Beringel's eyes, as well as take a huge bite into it's face, before stabbing the Nevermore with my tail. I then glared at my son. "I think it's time someone went down for a nap." I said, rushing in, blocking his attacks and chomping into his shoulder, turning and slamming him into a wall behind me, stabbing into him with my tail and slamming him into the two nearby pillars, before flinging him back down to the lower level, where he reverted to his human form. I then jumped down and landed in front of him.

End Music

I returned to my human form and stood over before my son as he struggled to get to his hands and knees." I'm sorry, my son. But this was the only way. I couldn't allow you to aid in Salem's plan or harm any of the innocents here." I told him regretfully, struggling not to shed a tear at the fact I had to fight and harm my child.

"It's not... Over yet." He said, getting back up to his feet. Suddenly, I looked up to see that Cinder was rushing towards Jaune. And Ruby noticed this as well, her eyes starting to flare. If she used her silver eyes, she could destroy my son.

"No!" I shouted, rushing forward and pulling him into a close embrace, extending my wings once more and covering him, hiding him from the light of the silver eyes. However, they could only get off a mere flash before Emerald hit Ruby in the head, knocking her out.

The light faded and Cinder fell to her knees, shouting in pain as the Grimm essence of her body had spread to most of her torso, rather than simply her arm, but she was still alive. And Phoenix was completely unharmed. "Father... You saved me." He said.

"You are still my child. I still care for you. Whatever I can do to protect you, I will. But I can't let you or your mother succeed here." I told him.

His glare returned at this. "Then you don't care nearly enough. So I won't care for you." He said.

Suddenly, I felt a sharp pain in my gut and I looked down to see his hand pierced into my stomach. Then dozens of seer Grimm tentacles sprouted from his hand and shot out all throughout my body, tearing through me and stabbing out from nearly every part of my body, causing massive blood loss. "SAI!" Everyone screamed.

Phoenix retracted his hand and pushed me back. I struggled to stay on my feet, but things were rapidly becoming blurry and I felt weak. Suddenly, my skin began cracking, demonic energy leaking from the cracks. Chips of skin even began to break away, revealing black, reptilian skin beneath it. My human form was beginning to fall away, revealing my true demonic form, something that would only happen if I was in a mortally wounded, near fatal state. My strength then left me and everything went black as I fell back, crashing to the floor.

"Sai!" Jaune cried out, running to my side, dropping to his knees. "No, no, not now! We just got Pyrrha back! She just got you back! We can't lose you now! You kept your promise, I need to keep mine! You and Pyrrha are gonna get married. But that's not gonna happen if you die! You can't die here!" Jaune pleaded.

"Sai, no!" Pyrrha cried out, rushing to my side. She began to shed some tears, before looking up at Cinder.

"No, Sai!" Draco cried at the top of his lungs, rushing to my side. "You can't go out like this!" He said with tears in his eyes.

The Maiden turned Grimm/Demon smirked and ruffled our son's hair. "Well done, my son. Mommy will be sure to reward you with a nice cake when we're done here." She said.

"You can bake?" Phoenix asked.

"I'll... get someone to make you a cake." Cinder altered her statement.

"No...No..." Damion shouted as his power started to fluctuate. "I...am going... to FUCKING KILL YOU BOTH!" He roared. But suddenly, Hazel injected himself with lightning dust and roared, going after Oscar. Damion looked between the behemoth and the two responsible for my downfall, looking back to me and letting out a small growl. "I'm sorry, Sai." He said, going after Hazel.

"You monster!" Pyrrha screamed, running up and attempting to attack Cinder, but Phoenix blocked her path, creating a massive gauntlet on his left hand, blocking Pyrrha's strike and pushing her back, throwing a punch with his gauntleted fist, forcing her to block, but the force still sent her sliding back to Nora's birthing tent.

"You all seem to be forgetting what caused my father's condition in the first place. Trying to stop my mother. So unless you want to be in the same situation, I suggest you all just surrender and wait for this place to explode around you." Phoenix warned them.

"Good boy. Now, Mommy needs to get the relic. You be a good boy and make sure we aren't followed." Cinder told him. "Raven, let's go." Cinder ordered. Qrow had disengaged from Raven to take on Emerald after the green-haired girl knocked out Ruby. "Leo! The key!" Cinder ordered. The Lion Faunus, briefly relieved of combat due to Oscar worrying about Ruby, ran down and put his pocket watch into a statue to turn the platform above the statue into an elevator. The two Maidens got on and Cinder gave a cutesy wave to her new offspring. "Make sure they don't follow me now, sweetie." She told him.

"They won't get anywhere near you, mother." He promised, turning back to the rest of us. "Don't try it. I already basically murdered my father. So just imagine what I'll do to you." He warned them all.

"This is all going wrong. If this keeps up, we'll lose! Even with our numbers advantage! We need a plan!" Weiss called out, dragging Ruby over beside me.

Saphyra had seen everything happening in shock, before glaring and stepping out of the tent. "Mommy, please go back and help Auntie Nora. Uncle Draco, please guard them with Uncle Ren. Auntie Weiss, Uncle Jaune, please guard Auntie Ruby and my father. I will handle my brother." Saphyra said, creating a double-sided sword (Groh's Scharfrichter from Soul Calibur 6, but in Pyrrha's colors), approaching her younger half-sibling.

"Sister. You believe you can beat me?" He asked.

"I'm your big sister. It's my duty to set you straight if you start going down the wrong path." Saphyra explained.

He scoffed at this. "Well, I believe it's my duty to get on your nerves. Besides, I don't care about paths. I only care about my family. I suppose that includes you, so I'll give you this one mercy by giving you a chance to back down." He told her.

"I appreciate the offer, but I politely decline." She said, taking her stance.

"My mother destroyed yours once and I defeated our father. I have all the statistical advantages over you." He told her.

"I suppose we'll see." She said as the two engaged each other.