The Skies above Vale...were that of sheer terror. The creatures of Grimm soaring through the skies unchecked like vultures over a potential meal, the chaos and bedlam below audible for possibly miles upon miles. Explosions, gunfire, destruction, panicked screams, shouts of rage intertwining with a chorus of roars, screeches, and other nightmarish sounds of the rampaging monsters. A cacophony of doom, destruction, and hopelessness...

All this and more was reflected in the horrified silver eyes of Ruby Rose. The normally cheerful and bright, black and red hooded cape clad Huntress in training. The girl was in way over her head as usual...but in a far worse way today than any other before. Hanging precariously high above the Vale buildings where the worst of the battles raged in the streets of the city she swore to defend...her hand holding on for dear life as flocks of ravenous Nevermore, avian grimm, swirled around the airship she was hanging from, smelling the fear of the 15 year old girl, and the wicked intent of those she was stuck upon the doomed ship with. Her silver eyes widen as she looks up to see her weapon, lovingly named 'Crescent Rose' embedded in the ship's hull. Too far out of reach for the winded, bruised huntress as she struggled to pull herself up. This was a day that would change the world of Remnant forever. And Ruby couldn't bear the thought of it being for the worse. Yet it seemed, at the sound of two pairs of dreadfully familiar footsteps , despite everything she fought for, everything she struggled for, everything she suffered for, she would have no say in the matter.

Approaching Ruby as she barely held herself up from falling off the floating vehicle was an adult man. His right eye was covered by the bangs of his bright, long, orange hair and black eyeliner traced his visible left eye that was slanted and had a dark-green color. The clothes he wore were a red-lined white suit with long black pants and black shoes and accessories including a small gray scarf, black gloves with buckled sleeves and a black bowler hat with a small feather tucked into its red band.

"Little red, little red. You are just determined to be the hero of Vale, aren't you?" the man taunted her with a sneering grin and held his cane close underneath his hands. Roman Torchwick. Her...nemesis, for lack of a better descriptor. And beside him, his ever eerily smiling mute, pink and brown haired and eyed partner, Neopolitan.

Ruby could hardly believe the lengths that Torchwick was going to. All of this, and for what? "What are you doing?! Without these ships, the Grimm will destroy everything!" Ruby cried out over the rush of the wind.

"That's the plan." the dapper dressed man said before aiming the butt of his cane at her. Ruby knew it was also his weapon of choice, capable of firing bullets and swept it away with her hand, sending her opponent toppling away and regaining herself.

Ruby pushed herself up to get back into the fight, only to be blindsided by a kick to the cheek and flipped over for a flurry of kicks from delivered by Neo. As she was sent sailing to the other side of the ship, Ruby forced herself to stand, ignoring the surging pain as she asked, "But why!? What do you get out of it!?" That question kept ringing through her mind ever since she first encountered Roman Torchwick at that dust shop. What could he possibly gain from this destruction?

"You're asking the wrong questions, Red! It's not what I have to gain. It's what I can't afford to lose!" Enraged by his flippant dismissal in the face of all this destruction, Ruby charged at Roman, only for Neo to vault over him and kick Ruby again. Sliding under Ruby's embedded weapon and catching the stunned girl with the hook of her parasol, Neo followed up with a roundhouse. It was less a fight, and more torture as Roman slammed his cane into the ground and fired, making it ricochet and hit Ruby, before firing another shot over his shoulder as she flew behind him. The blast propelled her off the ship, but she managed to grab hold of Crescent Rose, clinging to it as Roman and Neo turned to her. "I may be a gambling man, but even I know there are some bets you just don't take." As Roman monologued, Neo extended the blade of Hush leaving Ruby caught between a blade and grimm. "Like it or not, the people that hired me are going to change the world. You can't stop them. I can't stop them. You know the old saying. 'If you can't beat em-'"

Ruby's eyes fell upon the key to her survival. The button on Neo's Umbrella! Desperately, she reached forward and pushed the button, causing Hush to open up, and the intense air currents to fling a horrified Neo off the ship and into the flock of grimm. Roman's monologue was cut short as he watched in horror as she sailed away from them. "NEO!"

Getting back onto her feet, Ruby realized Roman Torchwick was beyond redemption. Worthy of nothing but her contempt. He was just as much of a monster as the grimm attacking the city. "I don't care what you say! We will stop them and I will stop you! BET ON THAT!"

After her fierce proclamation, Ruby dashed at blurring speed, zigzagging a trail of rose petals where she strode. An enraged Roman countered her by using the hook end of his cane to collect the flare of his ammunition, unleashing a wave that launched Ruby back and following up with a flurry of jabs and strikes that eventually brought her to her knees.

"You got spirit, red. But this is the REAL world," Roman stated while walking towards Ruby and knocking her down. "The real world is COLD," - A statement he emphasized with a harsh strike of his cane. - "The real world doesn't care about SPIRIT," - Despite his unending assault, Ruby kicked Roman back and weakly stood up, refusing to accept his nihilistic words.- "You want to be a hero? Then play the part and die like every other huntsman in history!" -One more powerful swing of his cane and Ruby was knocked down again, landing on her side and skidding over the deck of the ship. "As for me, I'll do what I do best: lie, steal, cheat and SURVIVE!"

The criminal reared his cane back, preparing for more assaulting... but from above, one of the aviary Grimm flew in from above and gobbled him down its beak in one bite, letting out a screeching roar before the shocked Ruby. Roman's negative emotion towards her must have caused it to be drawn to him. She wasn't sure if such a fate was deserved, but at the same time, he proved he was beyond any hope of saving. Besides that, the Grimm still looked hungry with the way it loomed over at her.

Now wasn't the time for reflecting on her now deceased enemy. Ruby needed to do something or else she'd go down with the ship. Either from the ravenously hungry Grimm, or from the ship crashing. Though Roman was dead, the damage he intended to cause was done. All she could do now was focus on fending off the Grimm and getting back to her team. The fiendish sounds of the Grimm approaching got her going as she kicked the it in the head, dashed for Crescent Rose, pulled it free, and leapt off the falling airship. Firing desperately on the ground to soften her landing, Ruby managed to narrowly land on a rooftop as the ship went down.

Just as she was beginning to get a moment away from the chaos to recuperate before going to find and help her friends, she noticed something...odd up on the sky. The night seemed to be getting...darker. She couldn't explain why that was, but then she shifted her gaze just to the side of the shattered moon and saw..."Wh...What is that?" It was like...some swirly mass of energy or dark light or...something. What was happening now?

Ruby's attention on the darkening sky left her completely unguarded as she didn't realize there was something else coming up behind her. A small, hunched over creature with a body of complete blackness, big, glowing, bulging yellow eyes upon it's spherical, featureless face, and a pair of antennae shifting, twitching antennae. Just as Ruby realized she wasn't alone, the creature leapt at her, claws at the ready.

Pivoting swiftly to avoid its strike, Ruby's swung her scythe at the strange creature. She gasped with shock to see that not only was it still here...but it was unharmed! Worse still, there were more of them. Considerably more. "Grimm?" she muttered to herself, watching their movements cautiously. "No. They're not... are they?"

They moved like animals and had black bodies with yellow glowing eyes. Yet there wasn't a single trace of anything that would look like a white mask. Further surprised, Ruby looked behind herself. The creature she sliced was down but didn't look as if it was fatally struck. It crawled back onto its hindlegs and took another position like it was ready to pounce. "But... but I made a clean cut right through its torso. It should have been cleaved in half. Why didn't Crescent Rose-?"

She barely managed to hobble out of the way of a slashing claw before finding the strength to swing gain. Once more her weapon phased right through its body. Whatever these were, they weren't like anything she'd faced in her life. And that darkening sky was getting worse every seconds, too.

Ruby didn't know what was happening or what these things were, but in the short time she'd known them she knew she couldn't fight them. All she could do was run. With the aid of he semblance, she darted away to try and find her friends. They needed to be warned about this new enemy before it was too late.

Outside the dining hall of Beacon, Blake Belladonna, the black haired feline faunus member of Team RWBY was face to face with something more terrifying than any Grimm. Her old flame. The new leader of the White Fang. Adam Taurus. His pale skin, his red hair, his long black coat, and the bone white Grimm mask he wore under his horns. The mere sight of him filled her with dread the moment she laid eyes on him. Even as the sky darkened above them, they were focused on only each other. "Running away again? Is that what you've become, my love? A coward?" Adam asked, his voice filled with acid. "Why are you doing this?" Blake asked, trying to hide her fear. Adam's masked gaze bore right into her soul as he spoke to the girl he loved more than anything in this twisted world. The girl who betrayed him aboard that train. "You and I were going to change the world, remember? We were destined to be the fires of revolution!" he shouted, stomping upon a downed Atlas student and brandishing his red and black katana. "Consider this... the spark." His voice carried a grim, uncaring certainty as he raised his blade, Wilt, training it on the downed student. A voice that chilled Blake to the bone. The voice of a revolutionary who had become nothing more than a terrorist.

Before he could kill the student, Blake's own blade, Gambol Shroud, was pulled from its sheath, colliding with Adam's. Both pushed their blades against each other, causing the edges of their weapons to spark. "I'm NOT running." Blake declared with more courage gathered while glaring at her opponent.

Adam kept his ground, staring with an insidiously neutral expression veiled by his mask, leaning in to whisper "You. WILL." before kicking her down. A sabertooth Grimm came around the corner of a doorway to the broken burning building they were currently in and rushed at Blake while she was vulnerable. Right as it was feet away, a bullet flew right into its head. Adam was the one who shot it and it surprised Blake as she looked up at him holding his dual barreled gun. He wasn't going to let anyone or anything kill her but him. "But not before you've suffered for your betrayal, my love." With a sinister grin he walked towards her.

Blake stood on her elbows and scooted away but from behind Adam, the shadows came up. They began forming around them both and closing in. Adam realized something was wrong as well and turned. Unafraid, his blade was drawn and cut through the ones that leapt at him. He was surprised that they simply fell on the ground and got back up. Blake rolled back and stood, hacking away at those nearby only to find her weapon did no better.

The terrifying realization made Blake back away from them fearfully as they began stalking toward her. They weren't Grimm, so...What were they really? And why couldn't she harm them? Why...Why was this happening?

Meanwhile, Adam grew more and more furious at his apparent lack of damage. "No...You...will not get in my WAY!" With a furious shout, he swung his sword again, and this time...he sent it reeling into the flaming ruins. Yet despite slaying one, another took its place seemingly infinitely. It was then that Blake noticed how dark things suddenly had gotten. Even more so than before. She looked up at the sky and saw the horrifying, surging vortex up above. Something she knew for certain wasn't there before. Could it have something to do with these things?

"Blake!" That voice would normally be heartwarming for Blake. A well needed comfort in uncertain times. The voice of Yang, her dearest and closest friend. She wanted to feel relieved that she was here, yet with these creatures, and Adam...she did the only thing she could. She ran to find Yang before these things did first.

Meanwhile, within the barely holding together Beacon Vault, the white haired, glasses wearing Professor Ozpin, blonde wannabe-hero leader of Team Juniper Jaune Arc, and the red haired reluctant celebrity model student Pyrrha Nikos, ran down the corridor to the thing they needed to protect most of all in this one sided battle. "What is this place?"Jaune asked, looking around the massive room. "It's...a type of vault." Pyrrha said softly, drawing a confused look from her team leader, whom she adored more than anything. "You've...been here before?" All she could do was turn away from him in silence. In response to her silence, Jaune continued to ask, "What would this school need to...hide?" His voice faded with shock as he saw the answer to his question. An Aura transfer machine and..."What...Who?" Pyrrha hated being so secretive with Jaune. She didn't want him involved, yet..."Jaune..."

"Pyrrha." Ozpin said firmly when pointing to where he spoke. "Get to the pods."

Still hesitant, Pyrrha looked to her comrade one last time before moving of the empty pods. "Mr. Arc. If you'd like to help, you can stand guard here." Ozpin said before moving to a computer screen and the keyboard beneath it.

Jaune had so many questions but at the moment this wasn't the time. He turned with his sword and shield drawn, keeping a look out directly in front of him as Pyrrha asked, "What do we do now?"

Ozpin sighed. "We do nothing." Steam rose from the glass seems of the pod to open when he looked to Pyrrha. "You, Ms. Nikos, have a choice to make."

A glum, contemplative expression creased Pyrrha's face. Looking from the pod then to Jaune - who still remained on guard - Pyrrha remembered her friends words when she asked him about doing something right. She wiped away an almost forming tear before laying back into the machine. It wasn't easy but she would accept what was needed for the better of mankind. No sooner had she done so, the lid of the pod closed air tight.

Once everything was in place, Ozpin turned to Pyrrha. "Are you ready?" In response, Pyrrha merely gave a terse nod. "I... I need to hear you say it."

Only a moment passed when Pyrrha's glumly accepting visage turned to the ceiling when she responded with a simple, "Yes."

With her answer, Ozpin could feel some form of relief in what he was about to do. "Thank you Ms. Nikos." The other pod lifted when he pressed a few buttons. Inside, the injured looking woman glowed with an orange light. The same colored energy filled the tubing from her pod, traveling to another set going into Pyrrha's. Her body began glowing with the same energy. It was rather painful and made her scream in excruciation. More than enough reason for Jaune to turn and call his friends name in worry, rush to her side. What was going on? Why was she going through this if it was only going to hurt her?

"I'm... so sorry." Ozpin said.

Suddenly, an arrow shot past them at blinding speed from behind, piercing the glass of the other pod that Pyrrha's was connected to. The girl within it, the girl they needed to save, Amber, The Fall Maiden, was impaled through the chest by the arrow, awakening only to let out an agonized gasp. As the machine beeped in alarm, Ozpin and Jaune turned to see the one responsible. The de-facto leader of this attack, smirking wickedly at her soon-to-be victims.

Cinder Fall.

Pyrrha realized how horribly wrong things were going and beat her fists against the glass of her pod. The energy that flowed into Pyrrha began flowing back through the machine's pipes into Amber, only to burst out of her, shattering the pod as it flowed into Cinder's body. The murderous woman's body began to glow and levitate off the ground, with long trails of flame igniting around her fiery eyes. She got what she wanted. The Fall Maiden's power was hers.

Furious at this turn of events, Jaune gritted his teeth and foolishly charged at her. "Stay back!" Ozpin's warning came too late however, as Cinder summoned a fireball and tossed it toward Jaune. He narrowly managed to raise his shield to block the worst of it, but he was still flung backwards and left helplessly on his back. "JAUNE!" Pyrrha screamed. Enraged at her dear companion's state, she used her Semblance to magnetically rip the pod's door off its hinges and fling it at Cinder. The power-hungry woman simply batted it away like it was an annoying fly before descending to the floor. Pyrrha leapt out of the pod and charged at their foe, pulling her shield to her hand with her Semblance, only to be stopped by Ozpin. "Take Jaune and get out of here. Find Glynda! Ironwood! Qrow! Bring them here right away! This tower cannot fall!" Leave Ozpin alone with her? Pyrrha couldn't just do that. She was too powerful. "But I can help." Her offer was noted, but Ozpin knew she, wouldn't stand a chance against Cinder. Especially with the Fall Maiden's power in her grasp. "You'll only get in the way."

As hesitant as she was, Pyrrha knew Ozpin was right. Moving post haste, she ran to help Jaune stand and together they left. Cinder glanced to them escaping but paid them no mind. She would get to them later. For now, Ozpin was the more important matter. The two stared down until Cinder broke the silence.

This whole time. Right beneath our feet. She was right about you. Such arrogance."

Ozpin glared back and frowned to Cinder as she did to him. With his cane held like a blade he prepared to fight... until both suddenly stopped. A shifting noise like twitching body movement, rang from all around them. Tiny dots of yellow light began filling the darkened room, slinking in from the door and popping out of the very walls. "No. That can't be. Now? After all this time?"

Cinder's brow furrowed, seemingly recognizing these creatures just like Ozpin. Their backs turned toward each other's as more and more poured in without end. The vault was already filled with hundreds of them. Perhaps even thousands. The terror on Ozpin's face grew to a look of saddened realization toward what was happening...There was nothing they could do to stop this.