Rwby: A Gutsy world

Trigger warning: Standard trigger warning it is berserk. If you don't like don't read. This is berserk after all.

Note because FFN doesn't allow highlights anything is [] should be considered Inked

With that over with I give you

Chapter 22

(Ghost)

Sitting on the Black arrays flagship Ghost watched from the bridge, as they flew over, Atlas as well as mantle,

Ghost looked through the Eyes of the cameras to see citizens look up to the ship. It looked as if all the eyes were on him.

"Sir the General made his speech about the Black array an hour ago are you sure it's safe?" A deckhand asked

"No…but it doesn't matter, this is war." Ghost said

(Mantle)

At a Recruiter station two Atlas guards manned the station, one to take registrations, and one to check the ID's as not Separatists aligned.

The guard up front sighed, "woo this is a hassle." He said

"For 3 days we've been packed like this, sun up to sundown with people wanting to fight, I think this is the biggest recruitment spring Atlas has ever had." The other officer said as he checked the pile of papers

"3 left." He said

The other guard nodded and announced the crowd

"Listen up! We're taking only 3 more before we have to close up for the day!?" He said

The citizens looked at each other, muttering and scaired

"What?"

"Does that mean?"

The guard spoke up again.

"We will be back here again tomorrow at the Same time, if your wondering, we will take everyone we have, we are not going anywhere." He said placating fears.

However an old man walked forward looking like a skeleton starved.

"Please. I've been in line for 3 days I-I haven't a place to go back to." He said

The guards looked to each other,

"We will take your name and scroll number down, we will drop you off at a shelter for the night, you get yourself treated for starvation, and we will make sure we get your order handled." He said before he addressed the crowd "Anyone else who wants to still sign up you have stations on 32nd and 4th streets, and again tomorrow at 7 we will be here." He said

The people nodded and reluctantly dispersed.

The guard sighed "thank gods that worked I had thought we'd might have another riot on our hands," he said

"People just want something to fight for. We didn't even need to give out incentives and people were volunteering for the riskiest jobs." The guy in back said

"Yea…it actually puts a smile to my face." He said as he nodded "can you pack this up I'm going to take him to the Shelter." The first guy said

"Oh yea go on, I got this," he said as he picked up the stack of filled forms and placed them in a box and hooked it up to a Drone, and pressed the button as the drone went flying off,

"You know, I do happen to wonder." He said

"Wonder what?" The other guard said as he helped the guy supporting him

"If atlas has enough industry to support the influx of Soldiers coming in," he said

"Oh what are you worried about. It's atlas, the center of Industry, there's no way we are going to run out of Materials." The other guy said

"Yea but it's not like the stuff comes from nowhere right?" The other guard said as they walked away.

(Ghost)

Ghost sat in his office and watched the map as people moved in place.

"Sir we've gotten an alert that Blue team has been sent to the location." Someone said

Ghost sighed "very well, prepare to deploy battalions 1-3 I want them ready for anything." He said

"Sir I have a question. We only have 3 battalions but the SENTINEL project has more troops than just that. What are we going to do with them?"

After they are proven their worth they will be added but they need to prove their worth first." Ghost said

(Ruby)

Ruby got up in the early morning and walked the halls. Thinking to herself.

Suddenly a door opened behind her "Ruby?"

Ruby turned to see Guts.

"Hey Guts." Ruby said as she walked closer to him.

The two embraced "what's up love? your usually not up this early." He said

Ruby sighed and brushed her hair behind her ear "just can't sleep I'm too antsy with the news that Blue team gets the action and we have to sit and wait." She said

Guts smiled typical Ruby guts patted her shoulder as they embraced again.

"Tell you what, come to my room. We can spend some time together and if we are not called for a mission by Ironwood we can go to the training area and prepare for our next mission I've heard there's a way to modify the enemies on the system there." Guts said

Ruby looked up at Guts lightly skeptical " you want me to hang out in your room? Or HANG out in your room?" She asked

Guts smiled and leaned in "whatever way you want love." He said

Ruby bit her lips to prevent a moan from escaping. And shot a light glare at him Guts smiled teasingly "that is on you love." He said as he lightly slapped her bum.

Ruby jumped but followed Guts into his room and shut the door.

(LEMON SCENE)

In the room Ruby tackled Guts to the floor and pulled her legs up so she was squatting on top of him.

Guts chuckled and teased her "wow can't wait for me to get on the bed huh must be needy." He said

Ruby rolled her head back and squatted lower rubbing both their crotches together as she let out a pent up moan

"Ohh Guts Fuck me!" She said as she lowered again

Guts however put his hand on her crotch to stop contact and cut off her stimulation.

"Now now love there are rules we must follow." He said

Ruby moaned but nodded as she reluctantly got up.

"It's not that I don't want to please you, I just don't want to throw out my back while doing it." Guts said

Ruby nodded as they started to get undressed.

(Jaune & Pyrrha)

Surprisingly Ruby and Guts were not the only couple doing the act at the same time.

Pyrrha had crawled into Jaune bed and got under his covers. She had woken up a while ago but was in a rut the entire time.

Apparently she wasn't the only one as she noticed Nora was in Ren's bed who was kissing his girlfriend back with fierce passion. Or that's what it sounded like but of course not being able to see the sides kinda made it hard.

But back to Pyrrha she needed him. His warmth. His love. Fuck it she needed his member inside her pounding to the beat of her heart now.

Only problem was Jaune slept like the dead. Only three ways of getting him up before he wants to get up.

The first one was to hit him really really hard. This being found out with Nora when she was swinging Magnhild in the dorm while Jaune was taking a nap.

The other is dumping water on him which happened a few times the first was when Pyrrha was coming into the dorm with a glass of water and tripping on the rug. The other times were also her fault but to be fare she just had a shower it was winter and Jaune looked so warm that time.

Plus he wasn't that angry and he even began to grope her by the end. Until he woke up she had to admit he was so cute when he looked embarrassed.

These ways however often kills the mood so instead Pyrrha had found a third way to wake him which often does the trick. And keeps his mood morning Blowjob

She happened to be in a rut like she was today, but no matter what she did she couldn't scratch it herself, and she also very much wanted to taste Jaune Cock. So she did.

She climbed up on his chest her head between his legs and he started to lick

No movement…

Pyrrha took the plunge and swallowed his member whole.

Pyrrha looked up to see Jaune looking at her

She smiled and bobbed her head making Jaune moan

"Oh Pyrrha not so much. Your gonna make me wake The others." He struggled to keep quiet.

Pyrrha pulled away making a wet pop

"Ren and Nora are having there own business, we're fine." She said

Jaune smiled "very well then I see your ready for me." He said as he brushed her tits which made her suppress a groan and tense up.

Jaune smiled and lunged, grabbing her tits with his hands and pulling her up. Making her gasp at how rough he was pulling but as well as good it felt. As he groped her tits mashing them with his hands. As he leaned in for a long kiss with her. Which she reciprocated

Jaune pulled away. "How desperately do you need me?" He asked

"I can wait for a bit." She said

Jaune smiled wickedly "let's find out then." He said as he flipped her around so her back was on his chest her hands held helplessly behind her.

"You always show the world that your so powerful. So in control. But I know the truth of you Nikos. You like this. Feeling helpless. You want to be beaten defeated looking up angrily at the superior man or women who has bestied you and have there way with you." Jaune said

Pyrrha groaned as she squirmed every which way as Jaune teased her tits but because they were both naked not a single bit of metal was on them she was completely helpless to his assault.

Jaune flipped his legs over hers and pulled them apart trapping her in a spread eagle position opening up her groin to assaults Pyrrha noticed how helpless she was and tried to close her legs but she couldn't.

"The best part about having seven sisters. It teaches you to run when you don't want to do something. As well as be sneaky when needed."

Pyrrha heard a click and tried to move her hands only to find they were stuck together. Jaune had locked them up with a Bolas.

No matter how hard she struggled she had to admit he had done a good job she was trapped. And she also hated to admit he was right about her submissiveness too; it was a guilty pleasure. Something her mentor taught her to hide as a weakness.

Jaune leained in "admit it Nikos…you like this." He said

"N-never!" She bit out her full reaction of lust playing out in her mind.

Jaune smiled "then I guess I'll just have to prove it." He said as Pyrrha buckled as he punched her nipples she felt a hand slink down her stomach and prod her clit she gasped

"Oh what's this?" Jaune asked as he slowly pushed a finger in "wet?"

"P-please!" Pyrrha begged

"Oh what is it Nikos do you want me to stop?" He asked as he moved away

Nikos groaned rolling her head "nnnnnn please don't make me say it." She said

Jaune smiled

"Well I'm sorry I can't tell what you mean if you don't tell me Nikos." He said as he went back to teasing her tits.

Nikos tried to free her arms to make him move his hand back down to her crotch but they were tied tight.

"Ohhh p-please…" she whimpered.

"Oh?" Jaune asked

"Please Jaune…please fuck me…" she said her urge finally overcoming her training to not show weakness.

Jaune smiled before giving her what she wanted

(Ren & Nora)

Ren and Nora were already way ahead of the other couple on there team.

Nora was ontop of Ren as she sat down on his cock taking it in fully.

"Ohhh yea!" She screamed as she fucked Ren on the bed

"Fuck me…fuck me harder!" She screamed

Ren thrusted up into her starting to pound her.

Her eyes shot open as ecstasy flooded her

"Ahhhh ohhhh ooohhh!" Nora screamed as she came.

(Jaune & Pyrrha)

Pyrrha and Jaune were at it as well Pyrrha's still in the cuffs but Jaune was on top of her pounding her like a riding horse she was delirious from the fucking Jaune was giving her all she knew was within 5 minutes of him inserting his duck in her she came. And from then on 5 minutes on the dot was another orgasm. However powerful it was was braised on how long she tried to hold it off.

(Ruby & Guts)

And then the sex-fiends themselves were going at it like there was no tomorrow. Ruby was completely mind broken from the several tonns of Cum she squirted out of her. Her eyes in a daze as Guts kept pounding and pounding away.

Finally he stopped allowing Ruby to get her senses together as she looked back

"Wha- why did you stop- EEE!" Ruby gasped as she felt Guts weight on her back And his hand reached around to fondle her breasts.

"Ah such cute breasts. I'd admit most women would be embarrassed for either having too big of a rack or not one at all. But I will admit You have the cutest breasts." He said as he groped her tits Ruby arched her back with a moan but Guts was still holding onto her tits making it impossible for her to escape,

"Nnnnnnn please!" Ruby moaned

Guts just kept rubbing her. Tits and kept rubbing it until her arms gave out and she laid there helpless and exhausted. Pinned under Guts weight as he tortured her while she struggled to get out of his grip, but it was no use, she started bawling

"Please please please fuck me FUCK ME! Oh I'm begging you."

Guts smiled as he flipped her over roughly and gave her what she asked. Although not at first as she was back on all fours and grabbed her tits and pulled at them lightly but hard enough to get them sensitive.

"Ohh ugh Ohh." Ruby moaned (little caprice pumped)

(End lemons)

(Ghost)

Location: Atlas fleet ship [Black array Command bridge]

Time: [07:22]

Ghost sat on the bridge as he watched the screen bored his eyes nearly closed asleep.

"Sir we've got readings on the board unfriendlies and lost of them!" A deck hand said

"What are them Separatists or Grimm?" Ghost asked

"Separatists sir." The deck hand said

Ghost stood up wide awake "finally some action. Give me a readout of their numbers and tell the rest of the Black array to go to alert-." He said as another person walked in

"Sir we have a massive readout of Black Fang and Grimm on the opposite side of Atlas and we are out of line to assist but if we don't atlas will be destroyed!" She said

Ghost jumped around "INFORM GENERAL IRONWOOD CODE YELLOW! Get the black array to engage the Sepratists. I want 1st battalion on the left flank 3rd in center and 2nd in the right. We need to stop there advancement here and now. Tell the rest of the fleet to go to around and head off the Grimm!" Ghost said

Suddenly the entire room was barking orders. And screaming on comms. As privately he watched from his scroll as Blue teams Manta flew out to a combat zone.

(James)

James was at his desk when he got the call for yellow alert. He began mobilizing as fast as he could "Ace-opts Qrow your up!" He said

"Gotta Jimmy we're on our way." Qrow said from his scroll.

(Clover)

In the manta Clover looked over as Qrow put his scroll away In his jacket

"Jimmy?" He asked with a raised eyebrow.

Qrow shrugged "eh it's a bit of a tease joke we have going." Qrow said

Clover shook his head but smiled "whatever." As they flew off.

( Marko)

Location: [Mantle warehouse]

Time: [06:22]

Marko walked into one of the rooms in the compound and turned to be a lab Watts was sitting at the desk chained to it tearing his head out as he tried to fuse a pencil to his skull.

"Argh!" He growled as he threw the pencil at the door as it skittered on the ground by Marko's feet

Marko looked down "if you want me to go I can?" He asked

Watts sat back and sighed "no please take a seat." He said

Marko smiled and picked up the pencils handing it to Watts as he sat down

"Thank you…you know your a lot more cordial when your not trying to kill me." He said

Marko huffed "eh don't think like that, it's still in the back of my mind. I just have more important uses for you for now once I'm done with you I'll leave you to die." He said

Watts sighed "how reassuring." He said

"At least you're alive for now, not that you deserve it." Hazel huffed having walked in with Marko. He leaned against a computer embedded in the wall and looked away.

"Hazel I told you why-." Watts tried to speak

Hazel looked at him and his face morphed to rage "SHUT IT!"

Watts sat down silent as Marko laughed and walked to the other side of the desk

"Oh oh oh What will you do without that silver tongue of yours." He said as he knelt before Watts.

Watts sat up "listen I've been trying to reverse engineer the Suits of power armor. If they are biased on my design I should-."

"YOU SHOULD?" Marko spun around "YOU FUCKER CAUSED MASS DEATH TO PEOPLE FROM UOUR GENUS AND YOU CANT EVEN GET ACCESS TO YOUR OWN POWER ARMOR?!" Marko ranted

Watts sat back "you said it yourself they changed the design's." He said

Hazel scoffed "probably just a way to get out of punishment again." He said

Marko pointed to him "your absolutely right Hazel. After all he is a certified genius he's probably already thinking of ways to escape. Leave us in the dust and had us take the fall." He said mockingly

As he sat down "I mean from this point his plan is already in motion we should probably just give him the keys and let him walk away." He said

Suddenly the door opened and a Seer Grimm floated in

"A Grimm?" Marko was confused and pointed his gun at it. Watts and Hazel went to stop him but Marko spun onto Watts who raised his cuffed ands and slowly sat down. Fortunately Hazel grabbed the top of it preventing him from pulling the trigger

Seeing the both of them insisting he doesn't shoot it he sighed and holstered the gun.

The seer's smoke cleared and Salems face appeared

"It was incredibly hard to get this Grimm smuggled into the city. Now Hazel, Watts's I want your report." Salem hissed

Marko looked into the seer then back at them "your big bitch of a lady is a floating head in a?"

From behind him Salem scowled as the Seer lunged at Marko

Marko drew his gun and pointed behind him under his arm at the Seer which raised a tentacle to block the shots

Marko jumped away and landed on the desk spinning around and pointing directly at the Grimm firing off two shots

The Grimm lunged at Marko which he caught and held at bay as he looked at the underside of the Grimm and found its mouth snapping at him as he chucked it across the room with his augmented strength shattering it.

An illusion of Salem filled the room

"My my, you are strong." She said

Marko scoffed "Heh your even uglier up close."

Salem sent a glare at him which made him growl before falling off the table and sliding on the floor to appear submissive before her.

"I don't know you…I admit that. But from what I've been told by Watts and Hazel from the letters you haven't intercepted is that you've got a grudge on Dr. Watts." She said

Marko pulled against the magic glaring at the two of them "you…told her?" He asked before his head was forced back down as Salem bent down to Marko

"Because they are loyal…to me." She said be she sat up

"I must admit I was surprised by the fact Arthur had the audacity to commit genocide had I'd know I have had him lead my armies ages ago the man is a clearly skilled multitasker." She said

Hazel stepped for "madam he-."

Salem waved her hand and Hazel slammed into the ground in the same posture

"The fact is Hazel. He has the ability to get things done and not be clouded by emotions. So I direct this question to the man of the hour… why hasn't Atlas Fallen yet?" She glaired at Watts

Watts sighed "madam despite the image of how this looks I am trying my best. General ironwood has mobilized the entire army. Heck Atlas has expanded to have two armies at this point. The place is nearly unbreakable unless we have a very good distraction." He said

Salem strode over to him and waved her hand heating up the Handcuffs to the point they shattered although not without burning Watts wrists.

"That was for hurting children." She said as Watts grabbed his wrists and hissed Salem walked back

"Now, you two… would you say the problem Watts speaks of is accurate?"

Hazel nodded "yes."

Marko glaired at him as Salem glaired at Marko

"I'm waiting for your response." Salem said

Marko sighed "I have the belief that Watts is still trying to save his own skin. But from what I've seen myself the issues are accurate." Marko said

"Good now that we are on the same page

The massive weight on both of there shoulders relented as the two shot up and stretched there limbs

Marko shook his head as Hazel rolled his arms.

"What would you consider to be a good distraction." She asked

"It's nothing." A voice said by the door as Femto strode in "Everything is going as planned."

"Planned?" Salem asked to which Femto had no response "They've gotten there ass kicked, nearly captured and not even a single square foot of the city is under there control! what raving lunatic must you be to say that-."

Salem was cut off as Femto glaired at her

"You are a mortal of this plane. don't. Even. Believe. For a second. You can understand our motive." Femto said as he strode away.

"What distraction are you planning?" Femto asked

"I plan to see the downfall of Atlas personally with the wealth of information and power anchored in Atlas my reveal with the downfall of that kingdom should give out enough despair that the other kingdoms fall in line easily." Salem said

Femto snarled

"Cunning however the one thing your missing is the interference your army alone can't deal with that." Femto said

"So what are you planning?" Watts asked

"Everyone here is set to be a distraction. the relic must be brought to Salem." He said

"It's fine Femto." Salem said

"I'm already on my way to retrieve it myself."

Femto growled "you know if you die you will lose this wealth-."

Suddenly the door open and in walked Jacques Schnee fixing his Cuffs of his jacket

"Did someone say wealth?" He asked

Both Femto and Salem glaired at Jacques

The man looked shocked to see two Eldridge horrors stairs back at him

"Ah aahhhh!" He screamed as he ran out the door closing behind him Femto and Salem looked at each other.

The others stood up. "I will go prepare." Hazel said

"I will check on Jacques…can't have him cut funding now." He said

Watts sat at the desk to which Femto and Salem looked at him.

"And?" Salem

Watts looked up

"Huh sorry?" He asked

"What excuse are you giving to leave us?" Salem asked

Watts shook his head "nothing I work here." He shrugged

Suddenly his scroll went off with a persistent beep on his desk behind him

"On second thought…" he said as he snatched his scroll and looked at the blueprints for the Amity bomb.

"Incredible. From drastic act of Terrorist to stunning mechanical design." He muttered and stood up.

"It appears I too must leave. I need a bigger screen to view this." He said as he left

The two were left alone

"So as you were saying?" Salem asked

"If you die then we no longer exist in this world." We as the godhand are persisted through the use of emotions that we…exploit." Femto said

"Like the Grimm." Salem said

"Exactly, but ours are more…innate, yes we can appear in people's minds but we don't have a lot of power over them, only to wear them down, unlike you who have given us much more, which is why it's imperative we collect the relics and summon the Brothers so we can corrupt them thus giving us a power base for which we can crush the last strong hole of resistance in the multiverse." Femto said

"Multiverse?" Salem asked

Femto looked back and scoffed

"You honestly didn't believe you were the only living creatures in the world did you? Oh how short sighted of you, did you really believe I was an ancient human from your long dead past?" Femto asked

"I…I didn't know what to believe." Salem said

Femto sighed "this is why the godhand never shares there's plans with anyone, no one can understand it." He said to himself

Femto started to walk away,

"Simply put, be careful when you get here, one wrong move can have devastating consequences for the Future."

(Watts)

Watts stood against a screen that covered the wall as he dropped the scroll on the desk the blueprints of the phone appeared on the wall,

"Fascinating. Absolutely fascinating," he said

"What is?" Hazel asked as he appeared behind him

Arthur spun around "argh!" He panted as he held his heart,

"By Salem don't scare me like that." He said as he walked away,

"What is this?" Hazel asked

"Apparently it's James Golden bullet against our mistress. A floating weapons platform to hang over her citadel where they can bomb it to oblivion. While being safe from any attack," Arthur explained as he gathered materials around the room.

"Doesn't look like much, it's just." Hazel said

"It's just Amity arena stacked with bombs I know, it's simple but effective. The problem is the science works out." Arthur said

Hazel looked back.

"How?" He asked

"Well that would include an hour long talk about Thermodynamics, heat generation capacity, and wave-theormona But service it to say bombs are more devastating if they explode a few feet off the ground and the fact is much of the dust in these bombs are stable as they have to be for transport." Watts said

"So how do they explode?" Hazel asked

Watts shrugs "well how does anything else explode?" He asked

Hazel looked back at the screen "suddenly generation of energy." He said

"And there is only one source of dust capable of making that on that platform." Arthur said as he loaded up his pistol. Hazel looked as he loaded it back in then back to the wall.

"The Gravity dust at the holds it up…" he said

"Bingo." He said as he looked down the Sights

"James plans to do to us what Adam wanted to do to Vale." Hazel said

"Thing is it will probably work to seeing as how stacked they want to make it, heck the dust at the center of Amity is enough to wipe out Vale itself, with how much they want it, they can probably wipe the Contianant. No Grimm pools, no cathedral, nothing, just probably a few rocks where the entire island use to be amd Salem swimming with the fishes." Arthur said, as he walked to Hazel and put his hand on his shoulder,

"But we know that's impossible." Hazel said, turning around and knocking his hand off.

Arthur smiled and turned back to pack his bag, "of course, but we can't let them know our hand to early, so we need to look as if we are going to try to stop it." He said as he closed up his bag,

"So that's what I'm going to do." He said

"Not alone at least." Another voice said

Marko appeared at the door,

"I don't like the idea of this, Amity was just moved. And I've got news that several transports have already reached the area directly from Atlas," he said

Watts suggest, "what do you suggest that you go with me and babysit me?" He scoffed

Marko sat up "no. That's something completely unreasonable as well, however the idea that this is James ultimate plan. Doesn't sit right with me, so here's what's going to happen." Marko said

(Blue team)

Location: Mantle

Time 07:30

Outside the compound Blue team stood by the door,

"What do we do boss?" Elsa asked behind her

"Knock." The chief said

Greg kicked in the door and they swept the building "clear"

"Clear!"

"Clear!"

"Stand down blue team it's empty." The chief said before looking over his shoulder,

"Elsa, get the lights on." He said

As the lights turned on, the place was revealed to be empty,

"Shit." Greg hissed

"Gone without a trace." Greenhorn said

"No." The chief countered as he crouched down and looked at the ground finding a dust crystal.

"Dust?" Elsa asked

"Not just any dust. Heavily processed" He said standing up

"Send word to Ironwood, the trap is sprung." The chief said.

(Clover)

In Mantle the teams of Ace-ops happy huntresses, and Qrow were standing on top of a few buildings watching as the citizens were going about their day,suddenly there was a scream as Clover looked down the street to see several black fang members shootings at the streets, as well as a few Grimm,

"We got movement." Clover said

Qrow nodded as did Robyn. "Let's go,"

The group jumped off the building, and landed in the street, Qrow landed impaling a Beowolf with his sword, killing it making the Army falter,

"S-shit," one of the members said

"You fools shoot them!" The leader growled at there incompetence.

But it was too late as the other members of the Ace ops and Happy huntresses rushed them.

Qrow stayed back and dealt with the Grimm. Finally slicing the lasts one jaw off, before rushing off to join Clover, and the others.

Qrow met up with Clover,

"What happened?" He asked

"No casualties these guys were a cake walk."

Suddenly the building behind them exploded and a giant Bipedial Crocodile Grimm roared. Making the civilians run

"That's a big Grimm." Robyn said

"Come on team." Clover said as the two teams rushed off,

Qrow stayed where he was thinking 'but how did that get in the city?' He looked to the Black fang, and realized they couldn't have brought it in as they were shaking as much as the civilians one was panicking saying "it followed us we're going to die."

Qrow bent down "hey didn't you bring other Grimm into the city why are you afraid of this one?" He asked

Despite there leader trying to keep his teammate shut he squealed like a pig

"Y-you don't understand that's no Grimm, it's a full blown monster, it…it talks." He said

Qrow looked shocked and back at the Grimm 'Impossible.'

Sure enough the Grimm was holding its own, as bullets were not hurting it after a quick moment they rushed off, splitting into two groups, with the happy Huntresses going left with Clover and the others going right with the giant Grimm. Fist slamming into the concrete which hit with such force to crack it, the others commented on it,

Qrow grit his teeth 'damn it they are not equipped to handle this,' he thought as he rushed off,

With the others they looked uncertain with the force of that attack

"This thing is strong I'm not sure we can hurt it." Marrow said

"Guys trust me just get ready to fire everything you have." Clover said

Everyone shrugged and charged there weapons.

"Wait stop!" Qrow yelled as he got closer,

Harriet looked behind her to see Qrow running frantically

"GET OUT OF THERE!" He yelled

He was too slow as Clover hooked his fishing rod over its nose holding. It's mouth open and was held there

"Now!" He yelled

Everyone fired into the mouth of the beast, as Qrow screamed

"NOO!"

The Grimm however was stronger and was able to pull Clover off his feet and send him flying, past Harriet and nearly collide with Qrow but the later turned into a bird. And flew as fast as he could. Before changing back

"Get out of here!" He grit his teeth,

As he fired his gun to get the beasts attention. Before he flew off to Avoid an attack

"You think we can't deal with this!?" Robyn asked as one of her happy huntresses charged only to he crushed under the foot of Grimm her aura broken.

"May!" Flora called

Qrow looked back and growled

"Damn it." He hissed as he looked to see the Grimm had its jaw open and a light appeared down its throat,

"Oh dear." Qrow said as he changed into a bird and flew off, as a massive breath of fire released from its throat and followed Qrow in the air

"It can shoot fire!?" Vine asked

"Guys Clover is down." Marrow said

"What!?" Elm asked

"So is May." Flora said

"Get them out of here!" Qrow said

However Robyn took command, "Flora, Jonnia, get the injured out of here." She said as he fired her crossbow and hit the the Grimm in the eye.

Which it roared amd turned its attention on her, and spun around flicking his tail which knocked out everyone but Robyn and Qrow.

Robyn looked horrified "what the hell is that thing?" She asked

The Grimm looked down at her,

"Simply put I am the ultimate being, and I will be the last thing you see." The Grimm Apostle said

Robyn was horrified as she stepped back

"It…talks…" she gasped.

The apostle grimm raised his arms in the air about to slam them both down to crush Robyn to death.

"Robyn get out of there!" A moan was heard. As Clover had just regained consciousness to see Robyn in a helpless position.

As the arms dropped down, Qrow appeared and stabbed the Grimm through the chest,

"If you want a fight, face me!" He said as he pulled out his sword and landed behind him

The apostle Turned

"You don't look so tough." The apostle said

"Yea but I was trained by The Blackswordsman. So I can at least make it interesting." Qrow said

The apostle grumbled "that is true. Very well I will indulge you, but you better make it worth while." He said

Suddenly the Grimm grew larger and had 4 arms two smaller ones under the larger ones

My name is Clyde the Guanchuaian. I am the strongest man alive in Midland, and I will Crush you!" He roared as he went to clap his hands around. Qrow who flew off.

'I was right he is an apostle, and as Guts stated they usually have a weakness, this one is fortunately prideful.' He said to himself, as he flew around, him and reappeared before shooting into his back, before he nearly avoided the tail.

'Damn his skin is so strong, I'd need an arm cannon to deal with the skin.' He said as he imagined Guts arm cannon,

Qrow grit his teeth 'no I'm not weak I'm going to deal with this on my own,' he thought as he rushed at the Apostle

He got into the space of the apostle before he could even blink, and swung at his chest. Cutting off one of the smaller arms, which disappeared before he could reattach it,

The Grimm growled and backhanded Qrow sending him flying, into a building

Everyone gasped, as the Grimm threw fire into the building.

Suddenly Qrow jumped out of the building on fire with, and Swung his sword but the Grimm sides stepped away, and swung with his tail but Qrow cut it off,

"Argh!" The Grimm roared before he punched Qrow in the back of the head,

Qrow went flying and dragged across the ground.

"Clearly you're more skilled than I first figured." The Grimm said

Qrow grit his teeth and looked up to see the other both horrified and impressed,

As Qrow was picked up. He spun around and saw the Grimm Apostle. "I will enjoy making you scream." The Grimm said

Qrow clenched his sword harder, and with a strong swing, he chopped the arm holding him clean off, making him, fall, once he landed he lunged and thrusted his sword into the Grimm's throat, killing it.

Once the Grimm disappeared Qrow dropped to his knees,

"Fuck…that is a workout…" he said

He looked up to see the others walking up to him,

"What the hell was that?" Elm asked as she held up Clover,

"That…was an an Apostle Grimm." Qrow said

"Wait like the stuff Guts fights?" Clover asked

Qrow nodded "the very same" he said as he looked behind them and found a more Black fang and Apostle Grimm following, "Excuse me." He said as he picked up his scroll and contacted James.

"James here." He said

"We've got Grimm Apostles in the city of Mantle, the Ace-ops and Happy huntresses are no longer operable." He said

"Understood return to Atlas Qrow, we will deal with it." James said

Qrow nodded and looked to the others "we're heading back to Atlas." He said

"But we're not done with the job?" Vine said

"We're not but we're completely spent, if we face one more of those things we're dead." Qrow said

The others looked at each other,

"Are you saying…there are more?" Harriet asked

"Yeah even in this city, I'm looking at one," Qrow said

Everyone turned around and noticed he was right, although they fortunately haven't spotted them yet,

"Son of a bitch." Robyn said

"Move out, do not engage." Qrow said.

"I think we can still fight." Clover said

"No you can't don't try it." Qrow said as they left,

(James)

James sat on the desk and called Guts,

"Guts it's time." He said

"Where?" Guts asked

"City of Mantle." James said

Guts didn't answer, he just hung up.

Team Rwby and JNPR we're just finishing getting there stuff on when Guts rushed in,

"ladies moblize!" He said as he ran out,

Ruby hopped up and followed

"What happened?" She asked

"Your uncle was just attacked by Black fang they are leading more Grimm into the city." Guts said

"Ok so?" Ruby asked

"He's also discovered an Apostle as well, and more are on the way." He said as he knocked on the door to see JNPR ready,

"City of Mantle needs us." Guts said and ran out,

Ruby looked to the rest of her team "times up girls." She said as she ran off with Guts,

(A few moments later)

Guts and RWBYJNPR are in a Manta flying over the city, of Mantle

"So what can we expect?" Jaune asked looking out the window?

Guts looked at his scroll.

"Apparently the Grimm and Black fang are interspersed. We may be fighting both at the same time." Guts said

Ruby sighed "I just hope Oscar is okay in the city." She said

(Oscar)

Oscar walked the halls of Atlas as people mobilized and ran down the hall nearly knocking him down,

"Hey wait!" He called as he chaised after a soldier

"Where is everyone going?" He asked

"General Ironwood has called a general mobilization. Apparently there is a large contingent of Grimm on the way, and they will be here within a week." He said

"What!? sense when?" Oscar asked

"Just now, the announcement just went out," he said as he ran off.

Oscar ran off to Ironwood's office, and found him sitting in the chair hishead on hisfist , he sat up as Oscar entered.

"Oscar what's up?" He asked

"Let me see the Grimm contingent." He said

James didn't hesitate as he tapped on his desk

"There are forces coming from the West, south and east, Black fang are coming from the East, South is more Grimm." James said

And the west?" He asked

"We don't know but we got a drone footage from there this what they recorded," James said

The footage was choppy and only five seconds worth but there was a giant black floating mass before it was cut out,

Oscar sat back,

'It can't be' Ozpin said in his head

'Oh now your back.' Oscar glaired

'Nows not the time, that is a Monstra, as far as I know there are only two in existence. They serve as Salem's mobile command center.' Ozpin explained

'You mean?' Oscar asked

'Yes Oscar, Salem is here.' He said

Oscar swayed unstablily grabbing his head

"Oscar!" James said as he grabbed him

"Oscar what is it?" He asked

"It's…Salem…Salem is here likely to lead the Attack herself." Oscar said

James froze. And stood up

"I see. Thank you for this information Oscar." James said

As he started to leave.

"G-General?" Oscar asked

'Let me talk to him Oscar.' Ozpin said

'Fine but I don't trust you,' Oscar said

'I understand I only want to speak.' Ozpin said

Oscars eyes glowed and he stepped forward,

"We knew this would happen eventually James." Ozpin said

"Oz?" James asked turning around

Ozpin nodded "Yes, it is me, I'm glad that you've done your best, for the people of Atlas and Mantle." He said

"But it wasn't enough Ozpin IT WASN'T ENOUGH!" He yelled

Oscar tried to step back but Ozpin stepped forward.

"Don't let this be the end of this goal of your James, you have done a great job," Ozpin said

James turned "but the idea is lost Salem is at the gate and we have no hope to beat her, and I know she will invade the city." James said

"James I'm not worthy of being here, I know you know of my history, I'll be giving control to Oscar so he can enjoy his life to his fullest, perhaps then my curse will break." Ozpin said

"Ozpin…" James said

Ozpin raised his hand "I'll only say this my friend, "there are times when you need to Stand and fight…and run away and live to fight another day." Ozpin said as he vanished

James fell to his knees as the two made eye contact with each other

Oscar put a hand on his shoulder, "do what you do best General." He said

James stood up, "I hate to say it, but Atlas has fallen," we need to get the Relic's to safety, there's only one place that that is." James said

"Shade." Oscar said

"The relic that holds up Atlas I'm sure Ozpin informed you it's the relic of Creation, I cannot in good conscience evacuate Atlas and leave Mantle to fend for itself even if we took the relics and the Grimm followed it would still be a massassicare down there." James said

"So the plan?" Oscar said

"The plan is to raise Atlas as high as it can go, And Amity above that. Up you use the relic of Creation to make an evacuation route to Shade. The Military and Black array will hold off the opposition as long as possible before they break off, they head for shade itself," James said

"Wait but without the staff Atlas will fall." Oscar said

"Yes. But so will Amity."

"Your going to make the fake plan a real bomb." Oscar said

"It's the only way we have to wipe Salem's forces out in one go." James said

"But you need someone to man the Arena." Oscar said

James paused "I plan to have it set to be automatic from my scroll. But I need to get there first, and we are clearly running out of time, we need to go now." He said

"What about the others?" Oscar asked

"Tell Qrow and the others if you see them, if not After I rig up amity I'll announce it myself," James said. As he walked to the door and stopped

"Oz." James said

He looked back "thank you for believing in me old friend." He said with a tear running down his face,

Oscar despite Ozpins protest gave him control so he could send him off,

"No James, if anyone deserves the thanks it's me, thank you for trusting me, and I'm sorry for leading you astray." He said

James sighed "your just like everyone else Oz, made the best out of a shitty situation." He said as he walked away,

Oscar retook control

'We need to head to the lowest level.' Oz thought,

Oscar took his leave from the office, holding onto the Relic of Knowledge, as he left.

And from the room a portal opened to reveal Femto striding out, as he looked around the empty room

He reached into his cloak and took a White Hawk feather and put it on the desk before he walked back through the portal.

(James)

A Manta flies toward the Amity Colosseum, which now has Gravity Dust at its base instead of Wind Dust. Soon afterward, Watts is walking through one of the Colosseum's hallways. Supplies and ladders are still lining the walls, and there are cables hanging from the ceiling. One of the walls has a poster depicting a dog-eared Faunus wearing a hard hat surrounded by purple crystals, with the text "CAUTION VOLATILE DUST ON-SITE" at the top. He reaches the arena and looks around.

Watts looked around "Hmm… This will certainly do the trick. Although I wouldn't exactly call it finished."

Suddenly, metal doors slam shut on all entrances into the arena, and Ironwood's voice echoes throughout the Colosseum. On the PA.

"Arthur Watts…"

The arena lights and the light inside the commentator's booth turn on, and Watts looks over his shoulder at the booth, where Ironwood is holding a microphone.

Ironwood smiled "Welcome."

Watts looks appalled as he walks across the arena floor, toward the booth, staring up at him.

Watts shook his head "It wasn't finished... it was bait."

Ironwood tosses aside the microphone and leaps out of the booth, landing on the arena floor in a kneel. He stands up.

Watts looked around at the stands "You know, James, this place has always been a technological marvel."

Watts tosses his bag out of the arena, and the two approach each other.

Watts squared up his shoulders and started to bounce on his feet, "Truly. Even before you went and, uh, did all this…" he said

They begin walking in a circle, keeping their eyes on each other.

Watts kept talking trying to get into his head "The different types of Dust, the biome system, and of course, everything that goes into controlling them. It will be sad to see it all get destroyed."

Watts holds up his right hand and wiggles his fingers. With a high-pitched noise, his rings begin glowing cyan, and he slams his hand onto the floor. The arena emits a low ping noise. Four of the biome randomizer screens appear, and the four panels that do not have screens above them begin receding. As Watts straightens up, there is a gunshot, and he blocks the bullet with a hard-light shield projected from his rings. Ironwood is aiming Due Process, his white revolver, at him.

Ironwood grit his teeth "You always were a pain in the ass."

The biome randomizer screens finally stop spinning through the options. All four land on a purple icon depicting levitating platforms. The remaining four panels begin receding, and Watts looks around. Ironwood fires another shot just as Watts begins running. Ironwood continues firing at Watts, who leaps off the panel, into the biome below. Gravity biomes begin rising up in the four sections that had the biome randomizer screens. Ironwood looks around, watching these biomes rise up. Finally, he sees Watts standing on a levitating platform on the fourth and final biome that he looks at.

Watts smiled "At the risk of sounding cliche, James…"

Watts draws his revolver, spins the chamber and aims it at Ironwood.

"I won't be going down without a fight. Pity we can't record the round for memory sake."

Eoc

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