WORTHY

Penny was the last to step through the portal in the vault, and she stumbled a bit whilst clutching the staff tightly. "W-Whoa!"

Ruby quickly steadied her before she could fall over by holding onto her back, which resulted in a slight blush from Penny.

Weiss looked down into the void before taking a step back. "Think we could ask him to add a safety railing? I don't particularly feel like this is safe."

"Too late for that." Blake pointed over to the portals in the distance, noticing the Happy Huntresses starting to lead people through them.

"Well it's good to see that the evacuation efforts are going smoothly." Yang smiled, starting to walk ahead of the rest of their group now. "I think it's safe for us to get going."

"Yeah, probably smart that we get going before we can get the chance to trip and fall." Ruby chuckled nervously as they all began to walk out in a single file line, approaching the large portal.

As they began their walk to the larger portal they saw more people begin to enter the portal hub. "Seems like things are progressing a bit slower than planned." Weiss commented.

"I honestly can't say I blame folks… Even if they knew what was gonna appear, it still seems really crazy to see." Yang shrugged her shoulders as they finally made their way to the larger central portal and stopped.

"So, this'll take us to Vacuo…" Blake stared up at it.

"Yep." Ruby smiled. "All's well it ends well. Now come on, we don't have any time to waste." They started walking with the crowds towards the larger portal.

A sudden explosion caused the five girls to immediately halt in their tracks. More explosions began to follow.

"Penny, you go on ahead to Vacuo, we'll go see what's up." Ruby commanded her while brandishing her scythe, the rest of her teammates nodded to her and started running back towards the source of the carnage.

Penny halted herself and took a step in the direction she saw her friends go, letting people bump past her now.

From a large platform, they could make out the distinct shape of a person throwing fireballs through the crowds of people that were now starting to run more frantically.

Gritting her teeth, Ruby swept up her teammates in her semblance and sped over to the platform in question, stopping when a fireball landed right in front of them.

The four members of Team RWBY all immediately assumed their combat stances when they saw the source of all this destruction.

"Cinder." Ruby's eyes narrowed in her direction before she deflected a fireball launched her way with a spin of Crescent Rose.

"Tch." Cinder took a step towards the team, creating a pair of glass swords in her hands. "You were wrong to assume things would be so easy."

The four girls looked among each other in confusion now as crowds of people kept rushing around them.

"How could she have known what we were planning? I'm sure that's what you're wondering now. Well… Let's just say I had a little help from Jinn." Cinder smirked.

Yang's fists were shaking while Ruby charged in ahead of her team, boosting herself into the air and spinning downward in Cinder's direction while she raised her swords up to block.


A downed Atlesian Knight was sparking while Arthur Watts ripped the gun from it's arms and pointed it in the direction of Neopolitan who stood at the other end of the alleyway over another downed Atlesian Knight.

"Neopolitan, was it? While I'm impressed with your skillset, I must say, I can't approve of you holding petty grudges at a time like this." Watts spoke up as Neo pointed Hush in his direction now.

"I'll handle this." Cinder stepped out in front of Watts.

"Neo, I…" she looked down and sighed. "I'm going to come clean to you about everything. I've prioritized my own needs and desires over your own, and I can see now how that's been the wrong course of action to take." she confessed.

Neo started to lower her guard slightly as Cinder stopped walking towards her.

"I want to set things right for the both of us, but in order to do that, I'm going to need the lamp back." she explained, now outstretching her arm.

Neo immediately got on the defensive again, the blade protruding out of Hush now while her eyes narrowed.

"Will you at least hear me out?" Cinder asked as Neo grit her teeth but then nodded her head once.

"Good. I'm going to use the lamp to help us get what we both want. You'll get your chance at Ruby Rose today." she explained before Neo then dropped her guard completely and walked over to Cinder with an outstretched hand, the lamp appeared out of thin air seemingly.

Cinder took hold of it now while Neo proceeded to text her the name with her other hand.

A smile formed on the Fall Maiden's face as she took a deep breath. "Jinn."

Upon that name being spoken the spirit of the lamp was summoned. "You have a question for me?" Jinn asked with a raised eyebrow.

"Yes. I'd like to know what Ruby Rose and her teammates are planning, what is their plan?" Cinder asked her.

The spirit's expression shifted to one of shock before she slumped her head down slightly and the alleyway was covered with a thick blue fog before it cleared, showing the courtyard of the Schnee manor where Ruby's group was huddled up and going over their plan.

"Well, we've spent so much time worrying about keeping the relic locked in the vault and out of the General and Salem's reach that we never considered using it as the solution to all of our problems." Ruby began to explain the plan as Cinder, Watts, and Neo walked around the group.

Cinder walked around the completely oblivious group with a smile, but it faltered the moment she spotted Emerald among their ranks.

The scene shifted yet again to the inside of the Schnee manor's dining hall.

"So we'll go over the evacuation procedure via a broadcast, and then take the portal that'll appear before us to Vacuo, right?" Ren asked.

"Yep, and my group will bring Penny and the staff over to the other side." Ruby smiled, patting her chest confidently.

Cinder's gaze fell upon Watts now as they listened to the plans unfolding before them. "Arthur, you've taken it upon yourself to destroy this Kingdom with your intellect purely. What say you, we finish what you started?" she offered a hand to him.

"But of course…" he took the extended hand.


The Command Center was in tatters after the rampage Cinder, Watts, and Neo just tore through it, all but the central control room was ruined.

The door into that room opened and all the technicians and engineers turned their attention away from all the work they were doing to the sight of the trio. Watts merely loaded another clip of ammo into his stolen rifle.

The room was quickly littered with the bodies of all those who had been working there. A tipped over mug that had Number 1 Dud written on it was drenched in blood as Neo joyfully skipped over the bodies in the room and slammed Hush's handle into the head of an engineer that was reaching for a pistol on the floor.

"Do you have everything you need, Arthur?" Cinder asked him as he stretched his arms after throwing down his rifle in the main terminal in the room.

"I have everything I've ever wanted right here." a smile formed on his face as he began his work.

Cinder and Neo started to make their exit as Watts typed away, but not before the former stopped right at the door, letting Neo walk past her. "You deserve this, Arthur. We'll be back. We won't forget about you." With that statement, she left him to his life's work.

The broadcast Jaune was in charge of began on one of the screens now.

"Are we live right now?" Jaune asked while looking around.

"You are, everyone can see you." Emerald groaned from off screen.

Watts picked up a green apple, stained with the blood of one of the room's inhabitants. That didn't bother him too much as he quickly picked it up and wiped the blood onto his shirt and took a bite.

"Okay… Well then… I'm not going to waste your time anymore then, because it is of the essence. Atlas is falling." Jaune began. "But-"

Before anymore could be said, Arthur hit a button on his keyboard and killed the broadcast, also making sure to kill Kingdom-wide communications while he was at it.

He then scanned around the cameras, narrowing his eyes at a few different feeds, the prison cells in the Command Center as well as what was going on in the hangar with the Ace Operatives.


Ironwood's eyes slowly opened as he heard the sound of Atlas shaking from the strain of the gravity dust being used to keep it suspended for the time.

He sat up and looked around, only to find himself trapped in the command center's prison. He rubbed his eyes and groaned. "So this is how it ends, Oz..." The last person he stared at before everything went black was Oscar, no doubt Ozpin had assumed control over him for that moment.

"James?" Jacques spoke up, earning his gaze now.

"Jacques." the general's eyebrows narrowed in his direction now.

He oddly seemed more forlorn than anything. "We both failed, James." he sighed. "I failed the moment I started seeing my family as property instead of what they were the whole time, people… Figures that it took everything I know failing on me to finally learn that one."

Ironwood groaned, not wanting to hear anything the other man wanted to say. "Just shut up, Jacques. I don't care what it is you have to say. I'm not going to give up on this city yet."

"But I'm coming clean!" Jacques stated. "I admit it all. I admit, I'm a terrible excuse for a person and that I could have done so much better!"

The door into the room opened before Jacques could continue more and an Atlesian Knight carrying all pieces of Ironwood's weapon entered.

The general seemed perplexed more than anything as the dust keeping his cell closed suddenly shut off.

He walked over to the Atlesian Knight and ripped his weapon from its hands, combining it into its greater rifle form.

"James, wait!" Jacques walked to the edge of his cell. "Aren't you going to let me out?! I deserve to be rescued too! I'll pay you with anything you could want from my company if you let me out now!" he had clearly fallen right back into character, given the desperate look in his eyes and the deal he wanted to make.

Rolling his eyes, James Ironwood pointed Due Process right at the cell, the rifle charging up with energy now. "Sure thing, Jacques." A charged laser fired right at the cell, destroying it and Jacques completely, leaving nothing but rubble as the General began to make his way back into the greater compound.


"I must say, that was quite amusing." Watts remarked as he switched the feed over from the prison to the two fleeing ships that had just left the hangar.

With a few simple button presses he had complete control over both ships.

Harriet was now starting to pilot her ship away from the Kingdom now. "Okay Hare… You're getting the hell out of here. Where am I even going?" She ran a hand through her hair as a strong knocking sound got her attention and she stood up and walked away from the controls, putting the ship into auto pilot mode.

What she didn't pay attention to was the fact that her ship was starting to steer itself back towards the kingdom.

"What's going on here?!" Robyn asked in confusion as she couldn't control the ship's steering now.

"We're going to collide with Harriet's ship!" Elm pointed out from the Co-pilot's seat as Qrow jumped down and opened the hangar door.

"Where are you going?!" Robyn tried to stop him now, taking his hand.

"I've got this, don't worry." he jumped out of the ship, transforming into his avian form.


Inside the vault's main chamber, Winter was looking at her scroll and trying to get a call out, but the signal was dead. "I repeat, is anyone receiving these messages?!" she asked in vain, letting out a sigh, glancing over at the portal in front of the now opened vault.

Her attention soon diverted to a moving red dot on the floor, pocketing her scroll. Her eyes widened when she realized that the dot was the targeting of a gun.

She barely brought up a glyph in front of her in time to block the brunt of the blast. She flew backwards towards the stairs that began to assemble just from her nearing them.

Standing up, she saw General Ironwood standing on the lift with his Due Process rifle in hand. "I've chased plenty of shadows over the years." he began to make his approach, a murderous intent in his gaze as Winter grunted, sitting herself up from the ground clutching her side.

"I always expected betrayal to come from anyone, but I never expected it to come from you, Winter." he came to a halt as his former second-in-command rose up to a knee, clutching her sabre in hand now.

"I know what's best for my Kingdom. I'm willing to do whatever it takes to get the staff back." he aimed his weapon at her again now. "Consider this my final order for you, stand down."

Winter now stumbled to her feet. "I've never wavered in fighting against this kingdom's enemies." she assumed her combative stance with her sabre pointed forward. "And I won't start now."

A tear fell from Ironwood's face as he charged his weapon up now while Winter created a propulsion glyph behind herself.


Cinder blocked Ruby's first strike with ease as the girl tumbled forward in a roll.

Next to rush over to Cinder was Blake who fired a couple of gunshots in her direction that were deflected with a couple of sword swings. The cat faunus dove over the next swing of Cinder's sword, at the same time Weiss sped forward and clashed weapons with her.

"I must really wonder how your sister's doing. I'm sure my dear friend Dr. Watts is taking good care of her." she taunted as Weiss started to get more aggressive with her stabs that Cinder was all but able to dodge with minimal effort.

The only member of team RWBY that hadn't charged at Cinder yet was Yang, but that was soon changed when a scream alerted Cinder to the approaching blonde. She merely jumped up into the air and held herself steady with a jet of flames from her feet, avoiding the blonde's heavy punch.

"Why do you have to keep coming back?!" Ruby yelled at her, holding Crescent Rose forward now as more people kept running around the gathered team.

"Oh Ruby, you're so oblivious." Cinder chuckled, while forming dozens of superheated swords behind her now. "I always come back because of you. Because of all of you." she fired swords out in every direction, not giving a single damn who she would hit with this attack.

Team RWBY on the other hand tried to minimize the damages to the escaping refugees, Yang by blasting the swords with her more explosive rounds, Weiss by firing out icicles, Blake shot fire rounds that detonated swords in air and Ruby could only focus on defending herself as Cinder flew down right for her next.

"What do you gain from doing all of this?!" Ruby argued back at Cinder after backflipping away from that crash landing that launched a couple of people from the platform with it's explosive impact.

A smile formed on the fall Maiden's face as she superheated her sword and swung it at Ruby, only to collide with the sword of Weiss's Arma Gigas. It shoved her backwards as she saw the members of Team RWBY starting to surround her.

"Your pain, isn't that obvious enough, Ruby?" Cinder dodged a throw of Gambol Shroud's Kusarigama form with a simple side-step as a gravity well glyph formed below her feet that held her in place.

Yang boosted herself forward with both of her fists reeled back. "You want pain?! It's yours!" Both of Yang's fists collided with the fall maiden's swords, they held firm, but this left her open to Ruby who spun around with her scythe, striking her in the gut with it's back end.

The two sisters nodded as Cinder was seemingly launched backwards, into the void below, out of sight.

They started to walk towards the edge of the platform to confirm their kill.

"Ruby, Yang!" Weiss called out as her Arma Gigas took the stab of a giant shard of glass that launched out in their direction.

The two sisters looked around and saw Cinder floating on the other side of the platform with a smile of satisfaction on her face.

With a snap of her fingers the shard of glass was starting to glow. Weiss thankfully had a fast answer for this, and that was to simply return it to sender.

Cinder caught the large superheated chunk of glass between her hands. She broke it apart herself, letting the shards rain down into the void below her while forming a bow in one hand now.

"She's switching strategies…" Ruby shot her first arrow out of the sky before it could get anywhere near her.

The fall maiden began flying adjacent to the platform and trading shots with Ruby who had transformed Crescent Rose back into its sniper form.

Yang's eyes narrowed before she fired a shot where Cinder was going, striking her directly and sending her spiraling backwards in midair, the bow shattering in her hands.

"Hailfire." Yang stated coldly while Weiss nodded, forming dozens of glyphs all around Cinder who was just reorienting herself in midair.

Icicles shot out from each and every glyph all targeted towards Cinder as Yang provided her own fire.

The fall maiden began deflecting each and every icicle launched her way with her swords as well as sheets of glass that she formed by her blind spots before finally dispelling all the glyphs with an explosion of flame around herself.

The next explosive shot fired from Yang was caught in her hand. "Is that all you've got?!"

She started flying back towards the platform, dodging gunfire and icicles launched in her direction before outstretching her Grimm arm towards Ruby, who froze up. Thankfully, all Cinder would end up hitting is a statue of Ruby left behind from Blake pulling her aside with her semblance.

Holding the stone Ruby's head in her hand, Cinder crushed it while turning back towards the girls and forming a spear in one hand. She threw it with all of her might at Ruby, who dodged around it with her semblance and swung Crescent Rose at her.

Cinder quickly formed a pair of swords in her hands again to block Ruby's attack. "This must be exciting for you! You finally have your chance at vengeance! But I'm going to make sure you know the same failure as me!" she taunted as Ruby kept shoving forward as hard as she could, but her strength was still not enough.

Ruby pulled the trigger of her weapon and shattered the glass blades in Cinder's hands, using the momentum to spin around, only for Cinder to form a dagger in her hand and try to stab her, but again Blake cut her off by blocking the strike with Gambol Shroud's sheath.

Ruby swung her scythe at Cinder's head, at the same time Blake swung Gambol Shroud's katana blade at her torso

But Cinder merely ducked herself between both blades with a smile on her face, spinning herself forward and kicking Blake in the face and throwing her knife at Ruby, detonating it before it could make contact with the girl and knocking her away.

"We need to keep her contained." Ruby loaded another clip of ammunition into Crescent Rose at the same time Blake was loading more ammo into Gambol Shroud.

"How do we do that?" Blake asked.

"Petal Blizzard of course." Ruby nodded at Weiss who had just helped a retreating civilian to their feet.

"On it." Weiss formed a time dilation glyph under Ruby's feet as Blake and Yang both began firing rounds off at Cinder to keep her distracted.

Once the time dilation ran its course through Ruby's body she sprinted forward with that golden glow over her body and a blur of rose petals behind her. She began running circles around Cinder, conjuring a powerful tornado of rose petals around the fall maiden, which kept her in place now.

Out of this tornado emerged Weiss, who attempted to stab her, but only grazed one of Cinder's swords.

Next was Blake who brought both of her swords down on Cinder, only to get shoved back through the tornado.

Finally, Yang jumped in and punched at Cinder, the first one hitting her sword, followed by the next, and then the next. The blonde pulled her arms back while jumping out of the tornado, detonating the explosives she planted on Cinder's swords as the tornado was starting to lighten up.

A glyph formed below Cinder that launched her into the air and in Ruby's direction.

Ruby propelled herself forward with a shot and attempted to slice Cinder clean in half, but she only clashed with a pair of glass daggers Cinder formed right in the knick of time to avoid any damage.

"Not good enough…" Cinder again taunted as Ruby swung forward, releasing her.

The fall maiden slid to the edge of the platform and smiled, spinning her daggers around in her hands now.

"If you're here to constantly torment us then we'll just have to put you down here and now!" Weiss spoke up as Cinder stopped spinning her daggers and threw one of them in her direction, the heiress barely cutting it out of the air before it hit her.

"You're all here to die like every other fool that's ever stood in the path to what's mine!" she charged straight at Blake.

The cat faunus was ready for this and clashed blades with her once, quickly faking out the next attack with a shadow clone and attempting to decapitate her with a slash aimed at her head, but the attack only collided with another sword the maiden formed in her hand.

Ruby attempted to interject herself again and swung downwards at Cinder heavily, only to be dodged yet again.

The fall maiden backflipped several times to distance herself and smiled as Weiss formed a large glyph behind herself that she easily destroyed by throwing her knife into it and detonating, causing her to stumble forward now as Ruby grouped herself up with Blake and Yang.

"Shadow Burst maneuver time." Ruby insisted while running with her scythe in front of her.

"Oh? Another one of your tricks?!" Cinder seemed amused now, wanting to see this one as well.

The trio attacked her, starting with Ruby swinging heavily at her, followed by Blake vaulting over her shoulder and clashing blades with Cinder before creating a fire clone that Yang charged through, her hair was alight with her semblance and the energy of Blake's fire clone absorbed into her.

"ORAAAA!" The blonde yelled as she shattered both of Cinder's glass weapons with that charged up punch and forced her back more.

The shards of glass swirled around the fall maiden's hands, with more added to it and she threw them at the trio. Yang blasted what came for her out of the air while Blake stopped the shards that went her way with an ice clone.

Ruby on the other hand was having a harder time, using her semblance to escape the swirling mass of glass that seemed to be homing in on her movement.

Cinder floated herself upwards again and watched Ruby's struggle to escape the glass chasing after her. The young huntress's next move caught her completely off guard, Ruby jumped straight for her, splitting herself into four blurs of rose petals before reassembling right behind Cinder and making her take the brunt of her own attack.

She raised her arms up just in time to repel the attack while Ruby landed on a glyph Weiss created to catch her.

"I must say, you four are certainly more skilled than when we first met that day in Vale." Cinder remarked.

"When you lied to us." Yang's eyes turned red now.

"I've done far worse than lie to you four." Cinder remarked with a hint of sarcasm in her tone.

"We'll never forgive anything you've done!" Blake threatened while firing shots from Gambol Shroud at her that were cut out of the air.

Closing her one eye, Cinder took a deep breath. "Good." She forcefully landed herself on the ground again, forming a large spear in her hand and spun it around as the four members of team RWBY came at her, repelling all but Blake backwards. Blake had managed to duck that swing.

She was knocked to the ground by Cinder's next swing as Yang fired an explosive round that split the glass spear from the center, but that was an easy fix for Cinder, who just turned them into another pair of superheated swords.

In Yang's next attempt to close the distance between her and Cinder, she took a heavy hit from one of Cinder's swords, which knocked her back towards the edge of the platform.

"I will say, you four haven't been useless to me." She stopped a precise stab from Myrtenaster by raising her sword up slightly. It would have struck her eye had she not. She shoved forward slightly, forcing Weiss to back away now too.

Ruby reeled Crescent Rose back for another attack, but stopped when Cinder created a tornado of fire around herself that she stood in the center of.

"You taught me the important value of teamwork and how to effectively make use of allies." she chuckled while staring around at her enemies.

Ruby began to focus, her silver eyes starting to brighten more while she focused on the thought of stopping Cinder. "We're stopping you now." she declared.

Strangely enough Cinder didn't seem at all frightened by Ruby starting to charge up her silver eyes, in fact she had lowered her guard in spite of Ruby.

Yang had just reloaded Ember Celica when she spotted something out of the corner of her eye.

A civilian who wasn't running was holding a very familiar umbrella. They were starting to approach Ruby, when Yang's hair lit up with her semblance. "RUBY!" Yang yelled, charging forward and shoving her sister away from the woman who quickly shifted into Neo.

Ruby's eyes went wide as did Weiss and Blake who were just as unprepared for this as their leader was.

The tip of Hush's blade struck Yang's gut directly. Yang's aura stopped the stab momentarily, but then it shattered, resulting in the blade slipping through the side of her body.

As Ruby fell backwards from the shove, a bit of her sister's blood got on her face.

Neo's eyes narrowed, shoving Yang as harshly as she could off of her blade, resulting in the blonde stumbling back several steps towards the edge of the platform.

Her eyes widened as she held her side with her prosthetic arm. Looking at her blood-covered prosthetic, she froze completely. Yang's breathing grew heavier as the blood loss was starting to get to her and she slipped backwards, off the edge of the platform.

Instinctively, Blake ran, transforming Gambol Shroud into its Kusarigama form.

Ruby sat up from the ground and reached her arm towards her sister as she sank backwards from the platform.

Yang was falling now and her vision was getting blurry, but one thing she clearly saw was Gambol Shroud coming straight for her. She wanted to grab onto it, but her consciousness was slipping at the same time and the weapon came up short of her foot.

Her eyes began to close as she sank further into the abyss before dissolving into nothing after descending past the lowest platform.

In that short moment Yang Xiao Long was gone...


Commentary: This chapter is what I'd like to refer to as "The big one". Holy hell did this chapter feel really good to write, like I've wanted this encounter between Team RWBY and Cinder in the show for forever, and when we finally got it in actual Volume 8... I was left VERY disappointed, like we got about 5 seconds of fighting and then Yang was gone. So I was eager to get to this chapter in particular.

Before, my big motivator with this rewrite series was getting to the Adam fight in Volume 6, I sort of had that again for this Volume, but I also really wanted to take my time and get in the proper mood for each chapter I've written out. I'd say I did a pretty good job of it here. Now then, let's go over things more thoroughly in this commentary section.

This chapter is pretty much Cinder's big win moment, and there's a LOT more casualties than the show's like 10 civilians that fell. Here, Cinder just starts blasting like crazy, throwing fireballs all around, and that's not including any collateral damage caused from her just fighting Team RWBY.

Not much really changed with the flashback bit. The stuff with Watts is spelled out a little more obviously, with him being the one who released Ironwood from his cell. Which I will admit, I didn't like Jacques death in the show due to just how abrupt it was and how unsatisfying it turned out. So I gave him what seemed to be a moment of redemption, of self-reflection... Only for him to immediately relapse back into his old habits and die for it. Hey, if he's getting wasted, I'm at least making it somewhat funny.

I got nothing to say about the Ace Operative bits yet...

The setup for Ironwood vs Winter was also left mostly unchanged save for the removal of the two charging at each other which felt a bit too cliché.

Speaking of big clichés. Team RWBY vs Cinder, the big highlight fight of the chapter. I had an absolute blast writing this out. I knew that I couldn't just let it be 5 seconds here, no... I needed it to be a literal all-out fight on Team RWBY's part that Cinder isn't even remotely taking seriously. Like sure she does do some cool stuff we've never seen her do in the show, and my reasoning for that is that her finally starting to fight smarter instead of stronger made her realize that she can use her powers in all sorts of ways rather than just the usual swords and fireballs(that she does still use here at points, but more strategically).

To keep the summary of this part of the big Cinder fight shorter, Cinder was pretty much playing the role of a distraction to Team RWBY, a distraction to give Neo the opening for the kill on Ruby, not that it worked given how Yang took Hazel's advice from Witch and protected her sister...

Next time we check in on things, the fight rages on, and not just inside the big portal hub.