Hours ago after the civil war starts... at night.

Pyrrha spins wildly as she deflects and dodges each sword, until she gets close enough to Penny to deliver a few slashes with the spear, sending her flying back as Pyrrha bats aside the blades called to their wielder's aid. Penny slides to a stop and makes a new series of motions, the weapons folding up until she's circled by several laser rifles, a few of which open fire on the approaching champion. Pyrrha avoids the blasts and fights off the remaining swords with her blade until she slides into position to charge at Penny and knock her back. Pyrrha straightens with a victorious grin that disappears into dizziness, just as she sees Penny rocketing forward, weapons firing behind her like a jetpack so she can leap into the air, then come down as an energized meteor on her opponent.

Rolling back to her feet, Pyrrha doesn't expect a sword to knock her shield off, then another to do the same for her blade. She tries to get the latter back with her magnetism, but has to use the power to send a flying sword back at Penny's side. It disappears behind Penny, only for her to grin and raise her arms as several appear above her, aimed to strike.

With Emerald still squinting down on the arena, the sharp sound of Emerald's Semblance is heard as Penny's eight swords double, then triple, multiplying into an unreal thicket of blades. At the sight of this, Pyrrha unsteadily steps back, both in reality where the eight swords are ready to go forth and in the hallucinated world, where the cloud of weapons thicken to even block the crowds around her.

Penny sends them all forward, few in reality and hundreds strong in Pyrrha's mind, who is left with no choice but to spread her arms and send out a magnetized shockwave. Each blade is sent reeling back to Penny, who is also unintentionally affected by the Semblance attack clutching her chest in pain. Pyrrha only has a brief moment to understand what's happening before Penny's arms are spread wide as she gasps, the strings attached to her own weapons curling around her left arm and midsection, which are crumpled by the force with the ease of an aluminum can.

There is a moment of darkness, cut by the wire slicing through the electronics in Penny's torso to reveal a shocked Pyrrha, and the entire stadium watching the now unmoving swords drop to the ground. A piece of fabric flutters to the arena floor, only to be pinned by the point of a falling blade, away from the torn halves of Penny Polendina.

Pyrrha stares in abject horror, eyes wide and mouth agape.

"No!" Port exclaimed in shocked with Oobeck.

Meanwhile in Ozpin office, he got up from his hair and look shocked. Back to the scene. The remains of Penny's missing arm spark with electricity from the exposed wiring inside, her big green irises, now looking like camera shutters, slowly expand so her dark, lifeless pupils take up most of her eyes with the sound of a machine shutting down.

In an Atlas laboratory, a balding white-bearded man watches the live footage on the news, his hand gripping the armrest of his chair tightly. The crowds are still terrified by the sight, and miles away in Mountain Glenn, Grimm of all kinds turn toward the Colosseum, and begin to charge. And finally, Ruby turns a corner and emerges from the service tunnel, only to see with her own eyes that she is far too late.

Ruby feel onto her knees. "Penny..." She begin to cry as tears fall as she sobs miserably.

The levitating arena is lowered back into place under the spotlights, and Mercury appears behind the weeping Ruby, grinning widely at his success in delaying her before stepping back into the Colosseum's maintenance area. Ruby tenses slightly as she hears his footsteps, but slumps forward once again as the door noisily swings shut.

"Broadcast, what are you doing? Kill the feed!" Oobleck commanded through the communication in his ear.

"Something's wrong! We don't have control of the cameras! We can't even stop the broadcast!" The Broadcast crew said on the otherline.

"What!? How is that possible!?"

In answer, the background behind the two teachers changes to the video feed of the sight before them, tinted an ominous bright red with a black queen chess piece hovering over the scene. They turn back to the arena as a familiar voice rings out throughout the Colosseum and the rest of the world watching these events.

"This is not a tragedy. This was not an accident. This is what happens when you hand over your trust, your safety, your children, to men who claim to be our guardians, but are, in reality, nothing more than Academies' Headmasters wield more power than most armies, and one was audacious enough to control both." Cinder's voice said through the mic.

Ironwood, realizing who she's talking about, grimaces and rises from his seat, marching up the steps.

"They cling to this power in the name of peace, and yet, what do we have here? One nation's attempt at a synthetic army, mercilessly torn apart by another's star pupil. What need would Atlas have for a soldier disguised as an innocent little girl? I don't think the Grimm can tell the difference." Cinder continues. "And what, I ask you, is Ozpin teaching his students? First a dismemberment, now this? Huntsmen and Huntresses should carry themselves with honor and mercy, yet I have witnessed neither. Perhaps Ozpin felt as though defeating Atlas in the Tournament would help people forget his colossal failure to protect Vale when the Grimm invaded its streets. Or perhaps this was his message to the tyrannical dictator that has occupied an unsuspecting kingdom with armed forces. Honestly, I haven't the slightest clue as to who is right and who is wrong. But I know the existence of peace is fragile, and the leaders of our kingdoms conduct their business with iron gloves. As someone who hails from Mistral, I can assure you the situation there is... equally undesirable. Our Kingdoms are on the brink of war, yet we, the citizens, are left in the dark. So I ask you: When the first shots are fired... who do you think you can trust?" Cinder asked as she turn off the communication.

In the Colosseum, the screens cut from red and black to complete static.

Oobleck turn to Pork "The feeds are all jammed! We can't get a message out!"

Port turn to the people working behind the scenes. "Will somebody tell me what in the world is happening!?"

The question is answered with the sound of a wailing alarm throughout the structure, with humans and Faunus and even a Henchman holding a tub of popcorn looking up in alarm at the orange flashing screens reading "CAUTION".

"Warning Announcer: Alert. Incoming Grimm attack. Threat level: Nine. Please seek shelter in a calm and orderly manner."

The crowds begin to flee, wild and screaming, through the exit tunnels, while Ironwood enters the announcers' box and grabs the microphone from between Port and Oobleck.

"Ladies and gentlemen, please. There is no need for panic." James said but was interrupted when a Giant Nevermore appears atop the arena's domed force field, giving a series of deafening screeches as it claws and pecks at the defense with its beak.

"A Nevermore!?" Sun got up and glared.

Coco lowering her sunglasses "How did it get past the Kingdom's defenses!?"

"It wasn't alone." Ren got back up.


Meanwhile in Ozpin's office...

Ozpin is gripping his cane tight, watching the city come under attack with a horrified expression. 'I should have listened to Mewtwo...'

"Oz!" Qrow running in with Glynda Goodwitch.

Ozpin turning to them. "Get to the city!"

"But-"

"NOW!"

Qrow and Glynda exchange a look before going back the way they came. Oz picked up his scroll and contact Ironwood.

"Ozpin, the girl... I-I can explain!" James trailed off

"You brought your army to my Kingdom, James. Use it." Oz responds calmly but also angry. Then he turn off his Scoll. "I brought this upon myself... Mewtwo warn me that I let an enemy infiltrate Beacon... and now I pay the price for not canceling the festival sooner... There's one reason why the enemy is here... The Fall Maiden... and the Relic."


Meanwhile somewhere from the distance...

"Wow. They certainly know how to draw in some chaos." The Boy said as he is watching the scenes with Minerva and Bleublanc.

"Haha! A well clever scheme from the likes of those who serve the master of Grimm. We can use this to our advantage." Bleublanc smirked.

"Let us begin, shall we?" Minerva suggest with an evil smirk and then the three of them teleported away.


Meanwhile with Cinder Fall, Emerald Sustrai, and Mercury Black standing on the rooftop.

"Beautiful." Cinder smirked evilly as she see the chaos she brought.

"It's almost sad." Emeral said with sorrow in her face.

"It's horrendous. Focus on the Atlesian Knights."

"Oh, I'm getting all of it." Mercury smirked

"Good. Continue the broadcast until the end." Cinder ordered before letting out a sighed. "It's unfortunate that both Roman and the White Fang are no longer at my disposal. First, news of the White Fang goings back its ways, then learn that Adam and his followers are expelled, gone missing, and now Roman had the gull to ignore me?"

"I heard that Roman is in the Mushroom Kingdom enjoying his life." Mercury said. "And guess what I managed to dig up. Turns out this Bowser guy was the one who sent him free."

"Did he now? He must possess some ability then." Cinder amused.

"Not just that. He's a King from a race called the Koopa. A turtle-like race. His Kingdom possesses the strongest military in the Mushroom Kingdom. In army, magical, and technology. I heard that Ironwood tried to arrest him but only getting trust easily. Even destroy his army as well. Calling him pitiful."

"Oh? Someone that powerful can easily defeat Ironwood and Atlas military?" Cinder smirked. "And if Roman will listen to him... Then perhaps I might have this King serve me..." She smirked beforea tremor rocks the three of them.

"I best be going. Do not miss what happens next." Cinder said as Cinder walks away as Mercury continues filming with an evil grin on his face, while Emerald's expression only grows more worrisome. As Cinder walks within Beacon Tower, she waited for the perfect moment where Ozpin reveal himself. And then see Pyrrha and her team dealing with the Grimm, then notice Pyrrha and Jaune advancing towards Ozpin. 'Perfect.' She said as she begin to follow them while Nora and Ren get distracted by the Grimm. As she quietly followed them to lead them to somewhere. Unknown to her, someone else is also watching from the shadows.


Meanwhile in Beacon Vault...

an elevator opens up to reveal Ozpin, Jaune, and Pyrrha. The three immediately sprint out of the elevator and down the corridor.

"What is this place?" Jaune asked as they run.

"It's... a type of vault." Pyrrha answered.

"You've... been here before?" Jaune asked in surprise as Pyrrha looks away from him. "What would this school need to... hide?" Soon his questions was answered as he see the Aura transfer machine, Jaune stops in his tracks, gazing wide-eyed at the strange contraption and the comatose girl inside. "What? Who?"

"Jaune..."

"Pyrrha! Get to the pods!" Ozpin ordered as Pyrrha looks at Jaune, then runs to the second pod. Ozpin turn to Jaune. "Mister Arc, if you'd like to help, you can stand guard here."

Jaune looks at the two with uncertainty, then turns around and gets into a guarding stance.

"What do we do now?" Pyrrha asked

"We, do nothing." Ozpin answered as he type on the machine's hologram keyboard. The second pod opens, and Ozpin turns his head to look at Pyrrha. "You, Miss Nikos... have a choice to make." He said as Pyrrha looks at the pod, then at Jaune, hesitating. Her expression changes from uncertainty to sadness, and she wipes a tear from her eye, still looking at Jaune. She then climbs into the pod, which closes. "Are you ready?" Pyrrha looks at him and gives a slow nod. "I... I need to hear you say it."

"Yes..." She answered

"Thank you, Miss Nikos." Ozpin smiled as he presses a few more buttons on the screen, and Amber's pod raises up. Amber begins glowing orange, and her eyelids begin fluttering. The orange glow travels along the pipes connecting the two pods - first up to the ceiling, then down to Pyrrha's pod. An orange glow surrounds Pyrrha, who begins screaming out in agony.

Jaune Turns around, surprised on what's going on. "Pyrrha!" Jaune runs over to Pyrrha's pod, moving his gaze back and forth between Pyrrha and Amber's pod. While Jaune panics, trying to understand what's going on, Ozpin looks away.

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

Suddenly, an arrow pierces the glass of Amber's pod, striking her in the chest. Amber gasps, and her eyes open, then begin to close again, while the machine begins beeping an alarm. Ozpin and Jaune turn around to see Cinder Fall standing halfway down the corridor from them, an obsidian bow in her hand. She lowers the bow, a tiny smirk creeping across her frantically beats her fists against the glass of her pod. The orange glow leaves Pyrrha and travels back through the pipes into Amber. The glow then bursts out of Amber, shattering the glass in its way, and enters Cinder. The murderer glows, begins floating, and gains long trails of flame around her eyes, with orange energy swirling around her. Pyrrha beats even harder on the glass, her stress increasing. Jaune raises his sword and charges toward Cinder.

"Stay back!" Ozpin exclaimed as Cinder summons a large fireball casting it toward Jaune, who blocks it with his shield and is blasted backwards, landing on his back.

"JAUNE!" Pyhhra yelled as she use her Semblance to rip the pod's door off its hinges, throwing it at Cinder, who knocks it away like it's nothing. As Cinder begins to descend to the floor, Pyrrha leaps out of the pod and charges, calling her weapon and shield to her with her Semblance. However, Ozpin puts his arm out, stopping her.

"Take Jaune and get out of here! Find Glynda! Ironwood! Qrow!Bring them here right away! The tower cannot fall!" Ozpin ordered.

"But I can help."

"You'll only get in the way." He respond as Pyrrha hesitates for a moment but obeys Ozpin, scooping up Jaune and running away. While she does so, Cinder descends to the floor and watches them leave, with the glow, the swirling energy, and the flames around her eyes all disappearing. Cinder turns her attention back to Ozpin, her eyes still glowing for a moment.

"This whole time... right beneath our feet. She was right about you." Cinder comments as Ozpin turns his cane in his grip, staring hard at Cinder. "Such arrogance."

Unknown before them... A Water fish is observing the scene.

Their fight begin. The lights in the Vault are turned off, and only the flashes from their weapons are seen. The two clash swiftly blocking each other's hits. Ozpin eventually manages to hit Cinder with The Long Memory, knocking her back several feet. Cinder halts to a stop on her feet, melting the ground beneath her. Cinder creates several projectiles before firing them at Ozpin, but he easily smashes them out of the air with superhuman speed. Ozpin quickly rushes her, rapidly hitting her with his cane and landing a powerful blow on her again. However, Cinder halts herself mid-air, unleashing a great force. Ozpin slams his cane into the floor, creating a spherical barrier around him. As Cinder fires a powerful fire-based attack at him, the Beacon Headmaster dashes at her, his barrier protecting him from the attack. Before Ozpin can reach her, the screen fades to white, leaving the former's fate unknown as later Cinder leaves the Vault and heads to the top of the tower. Cinder using fire to fly up through the elevator shaft.

Jaune and Pyrrha who witness this was shocked to see Ozpin lost.

But... Ozpin..." Jaune said in disbelief.

"There's no time." Pyrrha said as She shakes her head, then looks at Jaune. "Go. Get to Vale and call for help.

"Huh? What are you gonna do?" He asked before noticing Pyrrha slowly turns her head to stare up at the top of Beacon Tower. Following her gaze, Jaune realizes what she plans to do. "No... no, Pyrrha, you can't. You saw how powerful she is! Pyrrha, I won't let you do-" Suddenly, Pyrrha grabs Jaune's head in both hands and silences him with a long kiss on the lips. After a moment of hesitation, he gently pulls her in and returns the kiss, while Pyrrha slightly raises her foot behind her. She then pulls away, ending the kiss, and stares into his eyes, one hand on his cheek and the other on his chest."

"I'm sorry." She said sadly as She then uses her Semblance on his armor, pushing him directly into a nearby locker, which slams shut from the impact.

"Hey! Wait! Stop, stop! Pyrrha, please don't do this!"


Meanwhile, Ruby and Weiss are on their way back to Beacon campus...

Weiss' Scroll begins ringing.

"It's Jaune!' Weiss said as she answer. "Where are you?"

"Weiss! Please, you have to stop her!" Jaune said on the other line.

"What!?"

"Pyrrha! She's going after that woman at the top of the tower! She doesn't stand a chance!"

"Jaune, what are you talking about!? Where are you?" Weiss asked.

"Don't worry about me!" He yelled before he sound in disbelief. "Please, you have to save Pyrrha."

"We will. Are you okay?" Weiss asked in concerned before losing respond. "Jaune? Jaune!"

The ground shakes, alerting Ruby and Weiss to the danger that approaches them. The Wyvern flies into view, circling Beacon Tower with black ooze dripping from it. It perches on one of the arches stemming from the tower and utters a screech. Ruby draws Crescent Rose, shifting it into its scythe form in preparation for the Grimm spawning from the ooze.

"I have a plan." Ruby said with determination in her eyes.

Weiss Draws out her Myrtenaster. "You always do."


Meanwhile with Cinder...

"Shhhh... This is your home now." Cinder said in a comforting tone.

The Wyvern stares at her and utters a shorter, quieter screech. Cinder backs away from the window and holds her hand out to the side, creating a fireball in her palm. The sound of sparks distracts her, and she looks over her shoulder at the elevator, her fireball dissipating.

(Kingdom Hearts Birth by Sleep ost - Vim and Vigor)

After a few moments, the sparks come to a stop, and immediately upon the elevator doors' opening, Pyrrha's spear flies toward Cinder, who casually leans to her right to dodge with a smirk on her face.

Pyrrha continues by tossing Akoúo̱, Cinder blocks the attack with her elbow, along with the following kick from Pyrrha. After she lands on her feet, Pyrrha retrieves her weapons and prepares to fight. Hovering above the ground, Cinder casts a fireball, causing Pyrrha to block with her shield. She dodges another fire blast by rolling to her right. She evades a third fire blast by performing a midair roll, twisting her body to her left as she blocks the next, more powerful fire blast with her shield. Pyrrha closes the window between her and Cinder by charging forward through the fire, before spinning in midair and attempting to stab Cinder once the fire stopped ... only to have Cinder catch the blade with her left hand and send a fiery palm blast to Pyrrha's stomach with her right.

As Pyrrha recovers from crashing into a wall, Cinder propels herself forward with jets of fire, attempting to ram Pyrrha into the wall. Pyrrha leaps upward, grabs Cinder, and uses the momentum to hurl her opponent onto the floor. As her opponent recovers with a backflip, she is tackled by Pyrrha, who proceeds to land a flurry of blows. Cinder blocks them before she backflips and kicks Pyrrha up into the air. While midair, Pyrrha tosses her weapons again, only for Cinder to deflect each one, before Pyrrha tackles her to the ground. With Cinder in her chokehold, the latter smiles as she increases the temperature of her grip on Miló and melts the ends of the blade into molten slag. Pyrrha tries to get back in the fight but was noticeably hurt. She soon realizes that the Wyvern is aiding Cinder when it levels the spire of the tower, destroying the CCT. As Pyrrha retrieves her shield and looks up, she notices the metallic environment around her, she hurls Ozpin's desk at Cinder and readies her weapon, just as Cinder easily blocks the failed attack.

Back on the offensive, Cinder launches two fire blasts, which Pyrrha dodges, before rolling back a few feet to avoid the fire stream in front of her. As Pyrrha hurls her shield again, briefly parting the wall of fire created, Cinder responds by deflecting it - before realizing that Pyrrha had only been distracting her while using her Semblance to lift several giant gears all around her. Before Cinder can do anything, the shield hits her legs and sends her off-balance and a gear slams into her stomach and knocks her down. Pyrrha buries her with the gears as she retrieves her shield and then proceeds to crush her. However, Cinder uses her heat to disrupt the magnetism, sending all of the gears flying, including one at Pyrrha, resulting in her smashing into a pillar and her Aura depleted.

Cinder forms an obsidian bow in her hand. As she raises it up and draws back an obsidian arrow, Pyrrha charges forward, spins, and throws her shield at her. Cinder looses the arrow, which shatters upon impact with the side of the shield. However, as the fragments part ways above and below the shield, they glow orange and rejoin each other on the other side. The fragments melt into each other and cool into the shape of an arrow, which continues on its path directly into Pyrrha's ankle. Pyrrha collapses in pain. She attempts to pull herself to her feet, but the pain is too much. Both ends of the arrow break off, making removal impossible. She turns over onto her hands and knees as Cinder moves to stand in front of her.

(BGM ended)

"It's unfortunate you were promised a power that was never truly yours." Cinder locked as kneels down and lifts Pyrrha's chin, staring into her eyes and smiling. "But take comfort in knowing that I will use it in ways you could never have imagined."

Pyrrha pulls away, sitting up and matching Cinder's stare "Do you believe in destiny?"

Cinder frowns, narrowing her eyes. "Yes."

"Hehehe, I wonder about that." Said a voice that spooks both of them as they turn and see the Boy walk up to them. "And you believe that the power you possess... oh wait, I'm sorry, stole, would suit you better? That's hilarious actually." The boy smiled as he taught Cinder.

"A child like you mock me?" Cinder rise up and glaring at the boy. "I'm rather curious how you managed to make it here undetected."

"Who knows? You're Cinder Fall correct? The current Fall Maiden?" The boy asked with a smirk. "Oh wait, I shouldn't have asked. Quite dastardly of you to shoot the previous Fall Maiden back in that vault, just to gain the remaining half that you stole."

"And how exactly do you know that?"

"Wouldn't you like to know." The Boy casual wrap his arms behind his back as Ruby made it to the scene.

"Pyrrha!" Ruby yelled before noticing Cinder and the Boy. "You!"

"Oh, it's Red Riding Hood again. If you don't mind, I'm busy. So if I were you, I suggest you take your friend and get out of here. The grown-up are talking."

"Nnugh..." Pyrrha groain from the injuries Cinder shot her ankle.

"Unfortately, none of you leave here alive." Cinder then conjured a fireball until warp in front of Cinder and kick her in the face before she can react as Cinder crash into the wall.

"Sorry, But i'm afraid you're not worthy of it's power." The boy said as Ruby Pyrrha's up. "Go."

Ruby was concerned on why he's helping her but she remember the promise to Jaune and then she hurry, carrying Pyrrha and get out of there as Cinder got back on her feet and glare at the boy.

"So this is the power of the Maiden, hmm? Interesting... However, that's just the small example of what I've witnessed perhaps?" The boy was amused before he swipe his finger to the air in front of him, creating a water portal and then pulled out his Twin Swords.

(Trails of Reverie ost - Elegant Prowess)

"Well, whatever." The Boy ready his battle stance. "I'm here to take the Maiden's power for you. After all, someone like you is undeserving."

"You think you can take this power?" Cinder create a fireball in the palm of her hand. "This power can't be use by men, let alone boys."

"I'm quite aware, but I'll leave that to your imagination."

"If you think you can take this power that belongs to me, then let's see you try boy!" Cinder's begin to light up in Maiden flames,

Wicked Fall Maiden - Cinder Fall

Cinder launch herself towards the boy who block with his sword and cause a powerful shockwave that cause the Tower to break. Cinder backflip and then launch several fireballs towards the boy who swiftly dodge each one before warming in front of Cinder and then downward slash her, but Cinder block it with her arm but soon push her back out of the Tower, causing her feet to levitate before noticing the boy dive attack and causing another shockwave. Cinder and the boy clash repeatedly in the air before the boy leap over Cinder and kick her down to the ground and causing a large chasm. Cinder got back up quickly to dodge the boy's dive attack, Cinder shoot fireball at the boy who then got push back. But the boy reappeared behind Cinder who block it with her her weapon Midnight as swords. Cinder clash with the boy in swordplay and are evenly match. Cinder dodge the cross slash attack from the boy then shoot a fireball at him, but the boy slice it as Cinder shoot a fire blast, suddenly the boy vanished from sight and then reappeared all over before Cinder can react and strike heavy slashes onto her.

Cinder was push back, melting the ground beneath her, creates several projectiles before firing them at Boy who then easily smashed them with a flurry of slashes, before launching himself towards Cinder and then pushing her back with his strength, pushing her towards a different and larger area. Cinder fires a powerful fire-based attack at him, however for her, The boy mold his sword with water and position himself by having his right sword over his head downward, and in the boy's eyes, see a flower petal landed on the "water" sight, then launched a wide slash, cutting and dousing Cinder's fire-based attack and strike her, following with burst of water appeared, onto Cinder and splash on her, then it created an area of water and rise from the water was lily flowers and they burst into blades and launch a powerful attack on her and taken in serious damage as she was push back.

Before Cinder can react, the boy forward his left arm and it suddenly extended with a watery hand, grab, Cinder's face, and drawing her towards him. Cinder use the maiden's power to blast the water out but that failed, once the boy capture her, he flip his sword into a reverse grip form and launch a powerful spin slash, pushing Cinder back. Cinder backflip and then melted the ground, creating several projections towards the boy. The boy zoomed toward Cinder and strike her, while she blocked and counter-attack, however, just realizing that she strike a watery illusion of the boy, then strike her hard. The Boy reappeared and then launch rapif flurry of trust attacks. follow up with swirl slashes and then a cross slash. Cinder brought out Midnight as and shoot an arrow at launched him at the boy, hoping the boy would use his swords to deflect it, but to a mistake that the boy casual dodge it by lean to the right with a smirk on his face.

Cinder growled in rage and then launch several more fireballs as the boy casually dodge them easily, then brought out Midnight in sword form, charge towards the boy and then clash with him in swordsman style. As they clash with each other, they warp toward the different surroundings, while tempting to cut each other. As Cinder managed to scratch the boy, the boy on the other hand parried and then riposte, giving Cinder some heaver scars on her arms, her legs and to her thighs. Cinder imbues the swords and then launch several projections toward the boy who deflect them, and then launch a surprise attack on the boy by launching herself with an explosion on her surrounding to push the boy back. While that did work and push the boy back, Cinder then reappeared behind the boy to stab him to his back. However, gasped as she stab the water illusion of himself and then Phantom slashes strike all over her before the boy reappeared above Cinder, extending his left hand, then performing a cartwheel attack and rapidly slashing Cinder towards the ground without giving her a chance to fight back.

The Cartwheel attack increases more before the boy dragged Cinder to the floor and then toss her to the building of Beacon Tower and crash through several walls and enter the ruined classroom. Cinder slowly got up while hearing the footsteps of the boy approaching her. Cinder got back up and then clash with him again and warp at several areas, pushing each other back. Cinder throw several tables at the boy who slice them easily, and follow up with projections, the boy did get hit by the projections, then Cinder found an open, then launch herself and strike at the boy, however, only to let her guard down as the boy blocks the attack with one sword and then other delivered a powerful down left slash and send Cinder flying to the wall and fell on defeat.

(BGM ended)

(Kingdom Hearts Birth by Sleep ost - Master Xehanort)

The Boy approached Cinder who is struggling to get up.

"I lost... to a mere child?!" Cinder glared at the boy approaching her. "I posses the power of the maiden... It should be impossible!"

"You did. Granted, you are a worthy opponent." He said before he knee and lift Cinder's chin. "But fortune smiles upon me." He said as he reach into his pocket, pull out a device, then shove it on Cinder's head.

The Device active the moment it was on Cinder's forehead and then it caused her to feel pain as she screamed in agony. The Boy then restained her by commanding the water and formed it into chains on her arms, her legs and her waist. Cinder control to screamed while the Device seem to be sucking the Maiden's power from her. Once the Device finished. It glow green. The boy remove the Device and then press the green button and then it open the hatch and revealed an spheres of power as it floated.

"Oh my, it worked after all. So this is what it originally looks like." The Boy amused before pressing the other button, bringing the sphere back into the Device and closing the hatch, then turn around and walk away.

"You... little BRAAAT!" Cinder broke free from the chains by using all the strength she can mustered and then attempted to shoot the fireball at the boy, however, she was shocked to see she couldn't anymore. She tried again and then notice as she look at her hands in horror. "No... No no no! WHAT DID YOU DO!?"

The boy stop. "Come now, it should be obvious to you." He turn to her slightly. "I remove the Maiden's power from you. You're no longer the Fall Maiden."

Cinder gasped in horror, then she got back on her feet, rapid launch herself with a bloodcurdling scream with Midnight in her hands. The Boy turn around and then deflect Cinder's attack with his right sword, then by cutting off her left arm with his left sword with an upper slash, follow up with a down slash on her left eye. Cinder roll covered as she screamed in agony again as her arm as she covered her left eye. The boy soon underneath his feet was small waves.

"Who... are you?!" Cinder screamed as she turn to the boy who turn his back to her.

The boy let out a small chuckle. "Enforcer No. XVIII of Ouroboros... Noel Ryker. The Undine Prince." He answered before teleporting away.


To Noel's location...

The boy who name finally revealed is Noel Ryker. An Enforcer of Ouroboros called the Undine Prince. He appeared in a forest, nor far from Beacon Academy.

"Hehe. That work up quite the sweat." Noel smirked as he stretch his arms. "Did you enjoy the show, Campanella?"

"Hehehe, sure did Noel." Campanella answered as he appeared behind Noel as he turn to him. "That was quite the show you put on. Though perhaps I should expect nothing less from you. Did you managed to test out that device?"

"Yep. And it worked." Noel pulled out the device and press the button and open the hatch of the Maiden's power.

"Well done Noel!" Campanella clapped and praise him. "Look like we can take the Maiden's power for ourselves after all! Thanks to that little device you and the Professor created."

"Yeah. Ever since he heard the tales and legends of Remnant and look into things. We learn truth to them. It was a good idea to note this and see if we can extract the Maiden's power. And good thing we remove it from Cinder Fall, one of Salem's minions."

"Indeed. Now let's see if Bleublanc and Minerva are back yet." Campanella nodded. "Speak of the devils." He said as Bleublanc and Minerva appeared. "How did it go? Did you managed to get the Relic?"

"Sadly no. Unfortunately, it was more difficult than expected." Bleublac answered. "Minerva and I search the vault of Beacon and look everywhere before the Grimm occupying Beacon Academy."

"I see. What a shame. But worry not, we'll come back for it eventually. Right now, let us return. Oh and Minerva, you done a great job. The Grandmaster will be most pleased with your effort. And coming from me, I think it's safe to assume you'll finally become an Enforcer."

"Hmph. I certainly hope so." Minerva smirked.

(BGM ended)


The Next day...

Ruby was in bed recovering in her injuries. Soon later, she heard the door open and then appeared was Yang, Blake, Weiss, Nora, Jaune, Ren and Pyrrha.

"Pyrrha! Are you all right!?" Ruby said as she got up but her injuries kick up. "Ow!"

"Careful Ruby, you don't want to overdo it!" Pyrrha said.

"Right... Sorry." Ruby nervous laughed... "Is everyone okay?"

"We're all right for the time being..." Ren answered.

"What happened at Beacon?" Ruby asked in concerned.

Everyone look sad as they look down.

"The Grimm is occupying Beacon now..." Nora said sadly.

"No..." Ruby sadden.

"A lot has happened... but i'm glad we're all okay... and you rescue Pyrrha in time." Jaune smiled as he sit down.

"Well... I didn't exactly rescue her..."

"What do you mean?" Weiss asked.

"Well..." Pyrrha trailed off and signed. "When I was fighting Cinder... I've lost... I was prepared to die... until a boy appeared out of nowhere."

"A boy?" Ren asked.

"It's that kid me, Yang, Blake and Weiss met back in the Mushroom Kingdom." Ruby explained.

"Him again?" Yang asked.

"While we're on the topic... Pyrrha... you want to explain what was all that about?" Jaune asked.

Pyrrha sighed and then she begin to explain everyone about Ozpin's plan.

"Wait, hold up! Ozpin want you to become some super powerful woman!?" Nora exclaimed.

"And they're called the Maiden?" Ren asked

"That's right." Qrow answered as he is drinking whisky by Ruby's doorstep. "Ozpin plan was to prevent Cinder to become the Fall Maiden... but that seem to have failed."

"Uncle Qrow..." Ruby trailed off.

"Would you mind explaining what are you, Ozpin is planning?" Weiss asked.

Qrow sighed. "All right. Since you all made it out. I'll tell you about some of the legends. And others... that you need to hear. The Maidens... the Relics... anything else that Ozpin told me." He said and then explained to them about the Maidens, the Relics., the God of Light and Darkness, and Salem. All of it. Learning the four huntsman academies are tasked to protect the relics. Until time has passed as they progress the information.

"This is a lot to take in..." Weiss sighed.

"So what should we do now? And what happened to the boy?" Blake asked.

"I think he escape... What's more. I saw that he defeated Cinder." Qrow said.

"What?! A kid like him beat Cinder!?" Ruby exclaimed.

"That kid is stronger than we thought... if he was able to take on Cinder with the Maiden's power... he's no ordinary kid." Crow said. "I don't know what happened after that. But I do know he give a nasty scar onto Cinder. She got what she deserve... but it's not the last we saw of her."

"You're right..."

"As Blake suggest... now what?" Yang asked.

"We'll start on getting information on what they're planning to do next. But also look into that kid who bested Cinder." Crow answered. "Also, the CCT is done. So we can't communicate across the entire Kingdom here in Remnant. But I did heard something from James."

"What is it?" Pyrrha asked.

"That he along with Prince Olivert, and Professor E. Gadd of the Mushroom Kingdom are building something that can help us. But I heard news that Erebonia got into some civil war going on. So our best bet is to head to the Mushroom Kingdom."

"I hope Class VII are okay..." Ruby said.

"I know they are Ruby." Yang smiled. "Right now, let's rest up. And then once everything is healed up, we'll head to the Mushroom Kingdom."

"Speaking of that. You guys will love it there." Blake said to Team JNPR.


In the Land of Darkness

(Trails of Cold Steel IV ost - In the Darkness of Ignorance)

In a land where the sky is mysteriously dark red, lies a wasteland with rocky terrain and gravity dusk crystals are sprouting from the ground. The land itself has a large number of pool of mysterious tar-like substances. The Grimm Pool. Grimm are coming out of it. Then in sight was a castle. The castle shares the shades of violets, purple, reddish skies and black for shadows. Inside the castle was a Conference Hall. The room features a crystal table with wooden chairs. At the end of the table is a crystal throne. Already in the room were Emerald, Mercury, and Cinder who change her appearance. Her hair is shorter and her hair is covering her left eye.

In the room with them is a woman name Salem. She has white skin with jet black sclerae in her eyes and glowing crimson irises. Pale-white hair styled in a half-bun, she has since grown dark purple veins that line her face and arms, and now has a black diamond-shaped marking in the center of her forehead. She wears a very long, short-sleeved black robe that obscures her feet.

Alongside her in the room was two man. One man has short brown hair and a beard name Hazel. wore a two-tone olive green coat over a black 3/4 sleeve shirt, and a large belt. His pants were black, with a pouch strapped to each pants leg, and his boots are brown with white fronts. Some of his scars near the edges of his sleeves are visible.

The other was a Faunus name Tyrian. A pale man with golden eyes and a brown ponytail braided to resemble a scorpion tail. He wears a white sleeveless jacket with leather belts strapped to it, along with white pants. His jacket is left open, exposing his bare chest, which is crisscrossed with prominent scars. His arms are covered with cream colored bandages and leather vambraces. He also wears leather boots covering his entire shin with knee guards

Salem in her throne look to be angry as her eyes was close. "Cinder." She open her eyes. "I am utterly surprised but also very disappointed in you. While it does pleases me that you accomplish your mission. I cannot figure out how you managed to lose the Fall Maiden's power."

Cinder who was looking down clench her fist. She can barely speak.

"You have killed the previous Fall Maiden, did you?" Salem asked as Cinder nodded. "Then her power should have bestowed upon to you. Yet, you do not have it anymore. What… exactly." Salem's eyes slowly glowed in crimson. "Happen?" Cinder trying to speak. Cinder turn to Emerald who lean in as she whisper her words. Emereld's eyes widen. "Speak child."

Emerald nodded as she turn to Salem and gulp. "Cinder was attacked by a…kid…when she was going to finish off Ozpin's chosen Fall Maiden replacement. Cinder and the kid fought… he was surprisingly skilled. He… bested Cinder. When he… defeated Cinder… he use some… device on her… and… took… the Fall Maiden's power."

"What's this? A child literally beat you up?" Tyrian smirked before he chuckled and then menacingly laughed. "Oh, this is hilarious! Who would have guessed a child would be no match for you? Clearly, you're losing your touch!"

"Tyrian." Salem turned out to him as Tyrian stopped laughing.

"My apologize my queen."

Salem then got up and walk towards Cinder. "So you're telling me." Emerald and Mercury step back. "The Fall Maiden's power was taken from you." Salem approached behind Cinder. Slowly reaching out her hands to Cinder's shoulder. Then lean in and turn to Cinder. "By a child with some device?" Cinder nodded in her response. Then Salem removes her arms from Cinder's shoulder and approached her throne. "Then tell me Cinder…" Salem sit on her throne. "Who. Is this child?"

Emerald lean into Cinder's mouth as she repeats what she said. "His name is Noel Ryker. He has long blue hair. He said he is an Enforcer from some organization called Ouroboros."

"Ouroboros?" Salem hummed with a curious look on her face as she press her fingers on her chin. "Never heard of them. Hazel."

"Yes, Your Grace?" Hazel asked.

"I have an order for you and Watts. Informed him that you and him are to investigate this organization called Ouroboros. And I expect a full report on where they are."

"As you command, Your Grace." Hazel nodded as he got up and then begin to exit the Conference Hall.

"Cinder. Right now, I'm very displeased with you. I'm not even sure how you will make this up. But it appears there are others who desire the Maiden's power." Salem then got up. "In the meantime, you will stay here and make a full recovery." Then she begin to walk to the door. "And we will see if you can make amends for this failure."

As Salem left the room. Cinder clenched her fist in rage of remembering the face Noel made when he defeated Cinder. Her teeth clench and her was in rage.

(BGM ended)


Post credit scene #1!

"Rean... Rean."

The voice calling out to him was none other then Levi Sullivan who place Rean in his knees as pillow.

(Trails of Cold Steel II opening theme)

"I was not expecting to see you again…" Celine said as she was on Valimar's shoulder.


-Scene change-

"Levi!" Rean hug Levi and caught him off guard.

"Whoa!" He exclaimed

"You're all right..." He said hugging Levi as Levi hug back.


-Scene change-

"Why? Why did it come to this?" Rean look upset. "Why did everyone… Crow…"

"I honestly don't blame you for what happened… He fooled us all…" Levi sadden.

"How could I have known that irresponsible playboy was the Azure Knight's Awakener? He's obviously had plenty of experience piloting it, too. He must be pretty dedicated to his cause, whatever it is." Celine muttered

Then Rean suddenly move and then bang Valimar's leg. "Hey! Get up! You can hear me, right!? Take me back to Trista! Take me back to my classmates!"

"You're wasting your time." Celine jump off at Valimar. "His core was heavily damaged in the battle with the Azure Knight. Didn't I just tell you that? And despite that, he restrained himself flying all the way here afterward. Even when he was barely hanging on, he prioritized your recovery over his. You exhausted yourself during your first synchronization with him, you know."


-Scene Change-

"A MONTH!?" Rean exclaimed as he look at me shocked.

"Oh, right. You were unconscious the whole time." Levi sighed. "It's been a month since what happened back in Trista."

"You can't be serious! There's no way it's been that long!"

"Sad as much I want to deny it. It's the truth." Levi look to the other way with a sad look on his face.

"Like I said, you completely exhausted yourself during your first synchronization with the Ashen Knight." Celine said as Rean look at her.


-Scene change-

"Rean!" A familiar girls' voice called out.

And then on the view of the cliff where the trees are three familiar people. It was Elise. Princess Alfin and Toval.

"You're highness? And Toval… and…" Rean shock in responce.

"Rean stay right there!"

Elise then came down towards and appoached them and examine Rean. And then soon Rean slowly went unconscious as Levi catch him.

"Rean!" Elise exclaimed

"It's alright. He's unconscious… that battle took all of his stamina. We need to get him to bed. And fast." Levi said.

"Of course. Follow me." Elise nodded in concern.


-Scene Change-

In the living room in the Schwarzer manor. Levi and Rean are together using Rean's Rotom Phone to contact his classmates.

"You're okay!" Elliot said with relief seeing Rean and Levi.

"Thank goodness for the Rotom Phones." Machias smiled.

"Glad to have you back with us." Fie said.

"It's good to see you, guys." Gaius said

"It's really you, isn't it? It's really really, you? I can't believe I'm finally seeing you again." Alisa smiled with relief

"Thank you Professor E. Gadd!" Millium cheered.

"It's a relief to see you both again." Laura smiled.

"Where are you Rean?" Emma asked.

"And what happened to you as well, Levi?" Jusis asked.


-Scene change-

Levi and the reunited Class VII minus Crow are gathered in Schwarzer Manor in the living room. Then appeared on the table was a Hamster and Slime.

"These two are my familiars. Hamsuke. The hamster. And Luka. The Slime." Levi introduce his familiar.

"Hello!" Luka cheered

"A pleasure." Hamsuke waved.

"Aww they're so adorable!" Millium cooed.

"Okay, the hamster I get, but how in the world a slime be this adorable and can actually talk?!" Alisa asked.

"Well those slimes you all face are born differently." Luke answered. "Though I would say those slimes are actually like snail like slime."

"Yeah. Just like the other monsters who resembles something like a mouse. We were born differently." Hamsuke nodded.

"Right. Now then. Back to the topic. I'm sure Rean does not know this since he was force to retreat against his will. But as for the rest of you. You all remember back in Trista for Crow's betrayal?" Levi asked

"I remember that day well." Laura nodded "A surge of power suddenly surround you and you were levitating in the air."

"And then you suddenly transform into an angel!" Machias added "Wait… are you saying… you're an actual angel from the legends?"

"No, I'm not an angel. That was just for looks. I'm human like the rest of you. But… I'm special." Levi answered

"Special, huh?" Alisa asked

He open his hand and then a sphere of light appeared in his hand. "Just like a certain someone in this room. I can use magic. However, the magic I learn, and control is something not of this world. Not only that. I also possess abilities that is not of this world. Perhaps the correct terms I should say… I possess otherworldly magic and ability."

The whole room is silent as the sphere of light disappeared from my hand.

"But not just that. I also possess fragment of Divine power within me. My power… is somewhat godlike."

"A… god?" Claire look surprised

"I don't think I'm a demi-god. But this happen back when I was a child." Levi close his eyes. "I remember being born with these powers... My grandfather kept me safe and hidden... my parents... I don't know what happened to them but they vanished. He told me the power I possess... is otherworldly. And if people notice this... bad people would attampt to take me. He train me and hone my skills in combat so I can learn and defend myself. That's why I lived a shelter lifed."

"Levi..." Elliot sadden.

"I possess countless magic with these powers. Such as this." Levi then snap his fingers and created a space with the background changing into a scenery of planes. Next was the oceans and finally an Island. Then return everyone back to the room. "So there you have it. My secret... It won't surprise me if you're all scared of me... and even go near me..."

Levi." Levi heard Rean call out his name. "I don't know what to say. So that's why you said you kept this secret from the rest of the world. Is it beyond anyone can wield and understand."

"And because of your grandfather's strict training. It would explain why you become stronger than anyone else. It was to protect you from the dangers of the outside world." Sara said.

"Yes. Now I understand as well. And how you were able to sense and detect a lot of things too." Emma added.

"Now that we know, I admit that I am worried." Elliot said.

"But despite that… we understand what you been through all by yourself." Gaius nodded.

"Indeed." Laura agreed. "There's no denying that what you possess is alarming, but you have earned your place as a member of Class VII."

"Yeah. And even if you're like the rest of us who are 'normal', we still stood together." Alisa nodded.

"We never backed down, because you mean a lot to us." Fie added.

Millium smiled. "They're so right. You been through a lot. But who is to say we haven't too?"

Jusis folded his arms, smirking. "Plus you have been trying very hard to fit in after being isolated for so long."

"I guess even when we hear stories like this, we find a way to lighten up the mood." Machias said.

"Allow me to answer your question, Levi." Rean added. "I think we can all agree that after everything you confessed to us, the way we think about you has not changed at all. In fact, I'd say we become even more close friends than before and we have something in common. I have some kind of beastly power and you have some otherworldly power, but regardless, you are still a vital part of Class VII and you always will be!"

"He's right, the class I've lectured for so long just wouldn't be the same without you." Sara nodded.

"So don't ever feel down in the dumps if you're worried about it." Toval said.

"Not only do you have your friends, there are support people like us too." Claire added.

"Everyone adores you, Master Levi. Why don't you reply with a smile?" Sharon asked.

Levi stare and look completely shocked. A shead of tears came out form his eyes as he covered his left eye, feeling relief and happiness. "You guys…"


-Scene change-

In the scene where Princess Alfin room in the Pantagruel with Rean and Levi.

"I know Elise far better than you think I do! In fact, I'd even go as far to say I know her BETTER than you! Rean, she's already told me so much about what happened eight years ago. She told me about how that snowy day was what inspirited you to take up the sword. She told me how traumatic that moment was for you- how what happened stays with you even now! And she even told me that, while she hated how she felt, she felt the tiniest bit happy because of it! Becuase it meant that your attention, your guilt, and your sense of responsibility were directly towards her and no one else! And she knew more than anyone how selfish that was. She may have had other reasons for choosing to go to St. Astraia. But her main reason was that she didn't want you to keep feeling guilty because of her. More than anything else, she wanted to free you of your burdens." "Alfin said to Rean as he stood there in silent. "You should know, when you joined Thors and were making new friends, and you finally seemed to be moving forward, she felt a little jealous, and even a little lonely at being left behind, but she was so very, very happy for you, too. So please, Rean. Please, don't use Elise to justify not choosing your place in this war. Because I know for a fact: she wants you, of all people, to carve your own path and find true happiness!"

"How could I have been so blind?" Rean asked himself. "All this time, I thought I was trying to protect her... and it's been the other way around since the start. And that's not just true for her, either. Mom, Dad, Master Ka-fai. All my friends at Thors... They've been supporting me this whole time. It's just like the Star Door said to me in Star Hill."

-Flashback-

"You have your friends and family, even your Instructor who will have your back. Lean on them if you must. You already can count on your teammates in battle, but why not so do with your life? Clearly, that sinister power you possess haunts you but you believe your sister is too afraid of you even now. But what make you assume she's scared of you now? Have you even consider talking to her about it?"

"I... I have not... but... I can't..." Rean said, awkwardly rubbing his arm.

"I suggest you do. You claim to be a "burden" to your family but is that really true? You can't keep thinking that. So accept their love for you and accept that power you possess. That power may help you through even the most difficult times. The words of Wisdom from the Raident Blademaster and your teacher. Take their words to heart. Also, you need to be more aware of the situations and read the atmosphere including. Not to mention the feelings of others. You can't be oblivious either."

-Flashback ended-

How could I have missed something so obvious?"

"It's because you were too busy thinking about your burden too much." Levi said with a smile as he take Rean hand and smile "You were so focused on protecting others, that you stopped thinking about how relationships go both ways. Others try to support you, just as you are trying to support them. But tell me you haven't forgotten that I received my secrets to you and the others. I was scared of these powers of mine. The power I hold... It is something beyond understanding. I feared all my life what would happen to me. I was so blinded as you are, so scared as you are. But... that all changed when the love and support of you... everyone in Class Vll, and even my Grandfather... and all of our friends, everyone who supported me, just as they supported you. They, even grandfather, help me realize that there is no need to be so afraid anyone. No matter what they think of me, they will always see me, as me. And relieve that burden. Their love, and our bonds with them cleared our minds. No matter how strong the power we hold, as long as we think about them, the burden we had, can be finally be lifted. And we can use that power, for good. We stand as us, Rean. We stand as our own person. Just as everyone we know and care with all our hearts. We're part of Class VII and always will be. Didn't you say that to me?"

Rean was speechless at first but he smiled in joy. "You're right... You're right, Levi. We really are two peas in a pod."


-Change scenes-

The scene with Class VII coming to the rescue as they arrived on the Pantegruel's deck.

"Look who finally show up." Levi chuckled.

"You're all here, too?!" Rean asked

"Are you okay, Rean?" Alisa asked

"L-Looks like we've landed in the middle of something pretty crazy." Elliot stated

"And not a moment too soon." Gaius nodded

"You came!" Alfin cheered

"I'm glad to see you all right. You certainly seem to have kept yourself busy Enjoying your scandalous elopement with Rean, or Levi, or both are you?" Olivert asked

Alfin sniffed with joy. "Rean gave me the time of my life."

And the rest of my classmates and I sweatdrop.

"You guys were having that much 'fun' huh?" Fie Grin

"And with our princess, Rean?" Laura asked

"Seriously, we really need to keep him on a leash." Levi smirked with a joke

"To think, we were so worried about you." Machias sighed

"You're not supposed to take it literally! And Levi, You're not supposed to agree with them when you were with me the entire time!" Rean exclaimed


-Scene change-

The scene was within one of the Spirit Shrines with Vita made her appearance.

"The Fragments of the Great Power are destined to be drawn to one another, forced to collide, over and over again… Those dark times Erebonia is going through have repeated themselves since time immemorial… And every time, the truth of what happened disappears from the memories of all… That's is how the true purpose of the Hexen Clan, To operate and manage that part of that 'system'. Vita said.

"In other words... The Hexen Clan's purpose was to erase all the memories of the Divine Knights from the public so that people can't use its powers again. Am I right?" Levi asked.

"No way..." Rean gasped

"Hahaha. You answered correctly and beautifully. That is the purpose of the Hexen Clan indeed." Vita ansnwered.


-Scene change-

The scene change to the Courageous in the bridge where Class VII and their allies plan to take back Trista.

"The Operation will begin today at 1200 hours." Towa informed them. "Make sure you've done everything you need to do before then."

"As you already know, I won't be taking part in this one. This one's all you." Sara added. "My job as your teacher is to stay here and wish you luck. I know you can do it."

"Yeah you're right. We still got some times left so it might be worth going around and making sure we've got everything we need." Levi nodded

"Yeah. We can't be too prepared- not this time." Rean nodded

(BGM ended)


Post Credit # 2...

"The Star Festival?" Roman asked.

"That's right. It's a very special festival here in the Mushroom Kingdom. Aside from Christmas that pass a few days ago. Every 100 hundred years, a special comet that passes through the skies, releases Star Bits." Kamek explained.

"And what exactly are Star Bits?"

"Star Bits are special celestial fragments. Many said it's connected to the celestial heavens, and they hold a small fragment of a celestial fragment that forms into Power Stars, and Great Power Stars. It came from that special comet I mention. The Toads carry the Star Bits and combined them to become Great Power Stars, and take it to Peach's Castle."

"So that's how they get their infinite energy?" Neo asked as she pulled up the signed.

Kamek nodded. "That's right. It's better then using electricity, Orbal energy and the Dust."

"And how does power get his source of power for the city and kingdom?" Roman asked.

"We snatch ourselves the Power Stars. Plus we been using those three things I mention." Kamek answered

"Ha!" Roman laughed. "That was some clever thinking."

Neo look at the sky as she pointed. Roman and Kamek look up and see the Comet.

"That's right Neo. That's the comet I was talking to you all about. Honestly, I'm surprised it coming before the day of the new year. It usually appears before the end year, according to the records" Kamek said.

"EVERYONE! I JUST HAVE A GREAT IDEA!" Bowser barge in. "Wait, where's Mona?"

"Ugggh. What is it now, Bowser?" Mona appeared behind him. "If this is about another fortune telling about Peach's love for you, you know the same answer."

"No it's not about that. But we'll talk about that later."

"Oh goodie..." Mona frowned. "Anyway, what is it this time? I still can't get over the fact I'm somehow gotten involved in your army against my wishes."

"Oh please, like we agreed on and you'll love it here. It's not like you have money to find a place to stay." Bowser shot back.

"Yes yes..." She sighed. "Well, at least this will give me money and a good place to live. I'm just glad the Ashen Wolves weren't apart of this."

"I still can't figure out where they gone. They would have been a perfect fit." Bowser muttered. "Anyway, I got just the perfect plan! As some of you know, Power Stars were created by the Star Bits that appeared every 100 years in the Mushroom Kingdom. And I discovered in that comet is actually a Space Station!"

"A Space Station?" Mona asked in surprised.

"Yep! We are going to invade that space station! Once we succeed! We're going to take Peach's Castle and then RULE the whole universe!" Bowser spread his arms.

"What?! Is that even possible!?" Mona exclaimed.

"Oh it's very possible. You know Popstar? It's another plant. There's also space that Samus travels in her space ship. Since you're from Zemuria, you don't know anything that is outside of it."

"Well... true... but I never imagine the possibility of going out of the world atmosphere." Mona said.

"Trust me, you're gonna be surprised and see what space REALLY looks like. Same for you guys too." Bowser smirked.

"Ooh this sounds too good to pass up." Roman smirked as Neo smirked and nodded.

"How interesting. You don't mind if I join up?" A voice asked.

"Who's there?!" Kamek pulled out his wand and pointed at the direction of the voice.

(Trails of Cold Steel II ost - The Witch of the Abyss)

The came in was an Azure Bird who appeared above the ceiling through magic and then appeared a vision of a familiar woman.

"It's a pleasure to make your acquaintance, King Bowser. Just a moment." She said before she use magic and then she reappeared in Bowser's Castle.

"Who are you?" Bowser asked.

"My name is Vita Clotilde, Second Anguis of Ouroboros." Vita introduces herself.

"Ouroboros? Anguis?"

"Ouroboros is an organization that operates in the shadows of Zemuria. And an Anguis is basically a manager or strategic leader who craft plans our Grandmaster's goal."

Bowser rub his chin. "A secret organization, hmm? Isn't the first time I heard one of those. What do you want? And have you been eavesdropping?" He glared at her for that.

"My apologies for that King Bowser. But I heard tales about you. I wanted to see what you look like. You certainly look formidable." Vita giggled.

"Why do I get the feeling some of those things you said are lies." Kamek said.

"Take it however you like. In any event, King Bowser. I come on the Grandmaster behave to make you an offer."

"What kind of offer?" Bowser asked.

"Ouroboros would like to cooperate with you with your plans to take over the universe. In return for our corporations, we would like to collect the Star Bits, Power Stars as well as information about the outside world. Oh, and some information that we heard if they're true?" Vita answered.

"That's it?"

"That's all. After all. We only know things about the world we live in right now. So it will be nice to know what's outside the atmosphere and what it truly looks like."

"And what can Ouroboros can even do?" Bowser asked.

"We're quite powerful. We have agents called Enforcers and few among our ranks have some special ability. But also possess powerful strength. We also have autonomous orbal machines called Archaisms that we can use as used for everything from scouting to repair to the defense of vital areas, even for attacking."

"Is that so?" Bowser amused.

"Your Nastiness, you're not thinking of considering enlisting their help are you?" Kamek asked.

"Why not? The more the merrier as they say. And if it only just to collect those Star Bits, Power Stars, and info on the world outside ours, then why not."

"Thank you for accepting our offer." Vita giggled. "Oh, but can I ask you for a favor? You see, I have a feeling that the Imperial Army will attack Heimdallr. Do you have something that can help halt them?"

"Force Fields? That is what I would use?" Roman suggest. "Perhaps Ludwig can create a device to produce an impeccable force field, keeping them from entering."

"Oh my. The Mushroom Kingdom Technology certainly live up to it's level, Or perhaps yours. Anyway, it would be much appreciated if you do." Vita wink.

"When do you want it done?" Bowser asked.

"Tomorrow before December 31."

"The day before the new year?" Kamek asked in suspicion.

"Ha. You're lucky it's the 29. Ludwig can it by morning." Bowser smirked.

"That quickly? Interesting." Vita said in amusement.

"But first… I need to call someone." He said, pulling out a smartphone.

"Who are you calling?" Roman asked.

"Roman… prepare to meet someone who I've worked with a long time ago. And I'm not referring to Ganondorf nor Dedede."

"Then you don't mind if we join in on your little plan?" Another voice asked as they turn and see Hazuma and another figure with him.

"Wait, aren't you Hazama?" Roman asked.

"Fancy seeing you again Roman. Your partner, King Bowser as well. And of course, Kamek. And who's this lovely lady?" Hazama asked.

"You can call me Vita Clotilde." Vita answered. "And you're name is Hazama? And who's the gentleman with the mask."

"That's correct. And this fine gentleman is Relius Clover."

"My, what an interesting group Hazama stumped upon." Relius said.

"There's also another, but you'll meet her soon enough." Hazama smirked. "Anyway, you wouldn't mind if we join in?"

"Fine, just make yourselves useful." Bowser said as someone answered.

"Bowser, what do I owe the pleasure?" Someone said in the other line.


The Next day at night... and meanwhile... at the comet…

(Super Mario Galaxy ost: Rosalina in the Observatory 3)

"My my, Earth looks way different than the last time we've been here." A dark chocolate star mused.

"Yes, I don't recognize these continents." The woman mused. "I'm not sure where the Mushroom Kingdom is at."

"Oh, I'm sure it'll be here somewhere. We just have to look."

The woman nodded. "Of course, Polari."

Polari chuckled. "So… you want to take a visit?"

"Mmm… it's been so long since I visit the world. The races don't count. I'll go down there when I'm good and ready."

"Heh, I won't rush you, Rosalina. Besides, I'm sure everyone in Smash Bros is wondering where have you been." He said as the two of them, along with several other star-like creatures floated around the Observatory.

The woman name Rosalina took a deep breath. "Indeed. Knowing Palutena, she has much to discuss. Yet I have never been outside the areas from the Kart tournament. And I know we're at the right spot." She said. "It's home... but how much has changed?" She wondered as she continue to look at her home.

(BGM ended)

Suddenly, the alarm sounded, catching Rosalina by attention.

"Hm?" Rosalina turned around and walked over to the screen. "We're under attack?"

"Oh, it's probably just a stray asteroid. It happens everytime we-"

BOOM!

"Wah! I think we encounter a very large asteroid!" Polari yelped, but there were more explosions.

(Super Mario Galaxy ost - Attack of the Airships)

"No... These aren't asteroids!" Rosalina said and turned around, seeing airships attack the Observatory, tearing several holes into the forcefield until it disintegrated.

Several airships surrounded the Observatory, throwing down chains and impaling the Observatory to keep it steady. It was then that an airship pulled up in front of the Observatory as Bowser jumped off and slammed into the ground.

"Hello there!"

"Bowser? What is the meaning of this?" Rosalina demanded.

"Can't you tell?" Bowser smirked "You have something I want… and I'm going to take it whether you like it or not."

Rosalina let out a hmph.

"My goodness, so this is what's outside the Atmosphere looks like." A voice said and then appeared Vita. "The others certainly won't believe what I will tell them."

"Haha! What beautiful scenery of the atmosphere that is outside of our world!" A voice called out and then appeared a gentleman with a metal mask that covers his eyes, with two sets of feathers pointed outwards at the ends to look like ears. He wears a blue shirt, with a white, unbuttoned tuxedo on top of it.

"Who are you?" Rosalina asked, glaring at Vita and the man with the mask.

"Such beauty! It's a pleasure to make your acquaintance, mademoiselle." He bow with grace. "I am Bleublanc, Enforcer no. X of Ouroboros, also known as the Phantom Thief."

"And I am Vita Clotilde, Second Anguis of Ouroboros. And who am I be speaking to?" Vita asked.

"I am Rosalina, Queen of the Cosmos!" Rosalina answered.

"A Queen of the cosmos, you say? Oh, it's such an honor to have an audience, Your Majasty." Bleublanc said.

"I see... yes, your presence itself explains it. I can sense you possess extraordinary power. It will not be easy it seems." Vita added.

Roselina summoning her wand and pointing it at Bowser, Bleublanc and Vita. "I don't know what you're up to Bowser. But it's clear you're up to no good again. Leave or face the consequences."

"Make me!" Bowser smirked

"Very well. You will regret my Observatory. Same foes for your allies."

(BGM ended)

(Super Mario Galaxy ost - King Bowser -Main-)

"Ha! You don't scare me Rose! We face before, but now I'll show my true might."

"Hehe. Allow me to assist you, King Bowser." Vita said as she summoned her wand.

"Haha! Why leave me out of the fun?" Bleublanc said as he pull out his Orbal Staff.

The Invaders of the Observatory.

King of Evil: Bowser

Second Anguis of Ouroboros: Vita Clotilde

Enforcer No. X of Ouroboros: Bleublanc

Bowser rushed at Rosalina as the latter did the same, both of them slamming into each other as both of them were knocked back as Bowser breathed fire but Rosalina aimed her wand and parted the flames around her. Vita cast a magic circle and shoot out several magic beams towards Roselia before she cast another spell and cast projections towards her. Roselina spin with her wand and she teleported, then reappeared as she swirl her wand and summoned astroid and launch them towards Bowser, Vita and Bleublac. The three of them dodge at Bowser jumped up into the air and slammed into the ground to try and crush Rosalina, but she swiftly avoided the attack. Bleublanc reappeared behind her, aiming to attack her. Roselina created a force field before she flick Bleublanc and send him flying. Vita summoned several magic circles and then shoot barrage of magic swords toward her. Roselina swirl her wand as Vita's magic swords stopped before turning against cast a force field to protect her from her own magic swords attack,as Bowser swiped at her repeatedly but she summoned a force field to block his swipes as she then fired an energy wave from her wand that knocked the Koopa King back.

Bleublanc sent out several Cards towards Roselina who snap her finger and burn the cards, then Bleublanc use his craft: Akashic Rain: as twirls his staff upwards before the jewel emits a bright red glow. Then a red mist forms above before a red rain. Roselina forward her arm upward and created a barrier then swirl her wand and drills of Stars charge towards Bleublanc with incredible speed that Bleublanc rapidly avoided the attack before managed to hit his shoulder, follow him with his other shoulder to his gut and then Roselina delivers an upper punch, use her wand and grab him, then send Bleublanc flying towards Bowser.

Bowser ducked to avoid being hit by Bleublanc, got into his shell and rolled straight to Rosalina, lunging straight at her but she jumped up in the air to avoid the shell as he rolled straight for the Terrace dome, but he turned around and charged at Rosalina as she turned around and then aimed her hand at him and stopped him with telekinesis. Roselina then notice blades appear suddenly and attack her as she dodge. Then see Vita use her Craft, Dancing Blade on her. Before Roselina can attack, she was hit from behind as she turned around and saw Kamek approaching her, as well as Roman and Neo.

"More of you…" Rosalina whispered as she raised her arm up in the air and swung it down as they looked up and saw meteors raining down on top of them. Neo quickly aimed her umbrella at it and opened it up, the meteors slamming down on top of them and shattering all of them. Rosalina immediately felt something sharp on her back as she was launched back as Neo let out a smile while Roman shot at Rosalina, but Rosalina recovered and quickly deflected the shot with her wand. Just as she was going to attack, Roselina notice an attack coming from her left, she created a Force Field and then see Crow striking her barrier with his Double Saber before jumping back. "Another one?" She asked as Kamek launched a fire attack at her but Rosalina used her forcefield to block it as she crossed her arms together and shot out a shockwave that knocked everyone back. Bowser and Neo rushed at Rosalina as they both attacked her, but she swiftly avoided the attacks as she held them back and pushed them away. She then called upon several Star Bits and fired them at the group.

Vita cast her magic and send several projections towards Roselina. Roselina quickly deflected them and fired a massive energy wave from Vita, hitting her on contact as she slid away. Rosalina noticed Bowser and his group rushing at him from all directions as she floated up in the air and then quickly threw down meteors at the group, forcing them to duck and cover while Rosalina conjured up a Star to try and hit them with it, but Crow quickly brought out his Orbal gun and shoot at her hand.

"Nngh!" Rosalina winced, glaring at Crow who fired it as she threw the star down at him, forcing him to jump away. She then landed on the ground and quickly picked Bowser up and tossed them straight to the others. Bleublanc use his Craft: Magic Knives, by summons magic knives out of thin air, then fires them off to strike to Rosalina in six spots around her. Roselina created a force field around her to protect her from the attack. Crow use his Craft: Blade Throw, then imbues his Double Sabler and tosses it at Roselina that strike at the barrier like a boomerang, then Vita use her Craft: Frozen Prison and imprison Roselina in otherworldly ice, breaking the barrier before Crow used his Craft: Criminal Edge and knock Roselina back.

"Mmph!" Rosalina grunted

"No hard feeling Rosie." Crow wink. "I suggest you surrender."

"Like I'll ever." Rosalina respond before swirling her wand and then summoning several meteorites and shoot them everywhere. Crow, Bleublanc, Roman, and Neo quickly dodg them as they can while Bowser tuck into his shell and Vita cast a force field to protect her. However, the meteorites were too strong for the barrier and then broke through and strike Vita.

"Aauh!" Vita winched as she roll onto the ground then got back up her feet.

Neo and Roman charge at her to combat Roselina in clash combat. Roselina backflip as she Neo shattered, then reappeared and kick her from behind and Roman shoot her.

"Mmhm!" Roselina winch as she got back up, only for Bleublanc and Crow to strike her at once with slashes and Orbal Arts."Ugh! She grunted, getting hit from all sides as she clenched her fists, slowly rising as she was kicked in the side. "ENOUGH!" She yelled, unleashing a powerful cosmic shockwave from herself, sending everyone flying.

Rosalina summoned yellow halo rings and then launched them at everyone, as they wrapped around everyone and held them down.

(BGM ended)

"Ugh... can't move!" Crow winch.

"You weren't joking about her strength..." Vita winched as she said to Bowser. 'Her strength rivals that of the Steel Maiden and Mcburn... Or perhaps more than that... She certainly earns her place as Queen of the Cosmos.' She thought

"That is enough. I am stopping this nonsense once and for all." Rosalina declared, unaware of something flying toward her from behind.

"MAMA, LOOK OUT!" A Luma yelled.

"Huh?" Rosalina turned around, only to get knocked on her back, as the object in question landed on the ground and screeched to a halt. Rosalina looked up to see a metallic hedgehog standing there. "What…?"

"OHOHOHOHOHOHO!" A voice cackled as she turned to see an egg-shaped machine flying approach them, as a tall egg-shaped man with a mustache rose from the machine.

"More of these intrusions. Who are you!" Rosalina demanded.

(Sonic Adventure 2 ost - E.G.G.M.A.N.)

"I am but a humble scientist… I am Dr. Ivo Robotnik, but you can just call me Eggman, my dear." He explained. "I am helping Bowser take something valuable from you."

"I don't know what it is that you are taking, but I am not-"

"We already have." Eggman smirked, pulling out a Grand Star.

Rosalina let out a gasp. "What?!"

"They certainly know how to pull a distraction on you." Hazama said as he lay his back on library.

"How many more intrusions are here?"

"Wouldn't you like to know." Hazama smirked as he casually shrug. "Anyway, while you were busy fighting the others, Eggy here and I snuck behind and proceeded to steal these Grand Stars right under your nose."

"And once we had all of them, we thought it'd be a good idea to make our presence known. Isn't that right, Metal Sonic?" Eggman asked as Metal Sonic nodded.

"What will you do with the Grand Stars?"

"Build a galactic empire, of course!" Bowser said, breaking out of his prison.

"You what?!" Rosalina looked horrified. "You can't just build an empire with just seven Grand Stars! You need a whole lot more than that! If you just make a new galaxy with only seven, it'll be incredibly unstable! It'll cause a black hole that will destroy the universe!"

"Ohohohoho! Such words will not phase us, my dear." Eggman said. "We will make sure that will never happen."

"No… I will stop you!" Rosalina said, quickly flying over to Eggman but Metal Sonic flew over and kicked her down to the ground where Bowser ran over to her and then punched her hard in the gut to make her cough out blood. It was then that Kamek fired a lightning bolt at Rosalina right after. "GYAAAAAAAAAAAAH!"

"MAMA!" A Pink Luma came flying over to them. "Stop hurting her, you big bully!" He flew over to her but Bowser turned around and backhanded the Luma hard enough to send it flying straight toward the Mushroom Kingdom.

"Luma!" Polari called out.

"We have what we need. Let's go." Eggman said right as Hazama kicked Rosalina down.

"Wait! The Power Stars!" Kamek said… but the core of the Observatory started becoming unstable and imploded, sending Power Stars flying everywhere. "…Oh."

"Ah, we don't need 'em! These are more important!" Bowser said as they hopped on the airships while Vita teleported on the airship

"Hmm... I'm not so sure." Vita said and flew off.

(BGM ended)

"W-wait… st-stop…" Rosalina weakly said, reaching out to them before collapsing.

"Rosalina!" Polari exclaimed as the Observatory went dark. "Quick! Get the first aid kit! We need to give her medical treatment now!"


At Peach's Castle…

The Pink Luma crashed into the garden, making a loud thud in the process. "What in the world…?" Peach wondered as she walked over to the gardens and saw the hurt Luma on the ground. She let out a gasp. "Oh my goodness! You're hurt!" She said, gently picking up the Luma. "Come on, I'll take you inside!" She said and ran inside the castle, unaware of what just happened up in space.

To be continued in...Trails of Super Mario Galaxy


I'm so excited to do this! I have been meaning to do something like this! OOh things will get more exciting from here! Galaxy is one of my favorites! Let's get the party started! Oh, shot but I knew I forgot something. FINALLY, I CAN INTRODUCE YOU ALL TO MY OC Enforcer of OUROBOROS: Noel Ryker The Undine Prince! No. 18 of Ouroboros. Surprise that someone like him beats Cinder? It's not because he's OP. It's just he was trained by certain people to get that much stronger. If you want to learn more about him. Just wait a liiiiitle longer. Oh yeah. You all know Minerva right? from Fairy Tail? Guess what. I decided to make her an Enforcer as Well. It just fit her, considering she was quite the evil person back then before she has a chance of heart... Change of Heart...