Alright everyone, it's time for another break in the main story of RWBY and Star Wars and shift to something I am really good at writing, action packed battles with awesome music scores. The new Grimm from a few chapters ago, including the ones that look like the Hoppers from Starship Troopers will be appearing this time.

For those of you who haven't been paying the attention, the uniforms of the Mistral Self Defense Forces is the Type II/III body armor, Type II Combat Boots and Type 88 Helmet used by the JSDF. Their sidearm is the Minebea P9, battle rifle is the Howa Type 64, assault rifles are the Type 89 and Type 20, machine guns are the Sumitoto MINIMI, Type 62 and the vehicle mounted Type 74, all equipped with bayonets and optional Type 06 rifle grenade launcher, except for the Type 74.

Vehicles are based on the Toyota High Mobility Vehicle, Komatsu LAV, Type 96 Armored Personal Carrier, Bushmaster Protected Mobility Vehicle and Type 89 IFV. Tanks are based on the Type 10 MBT. Hope it makes it easy for all of you to picture them.

Alright, let's get onto the reviews

CrimsonBlade: If you have a favorite character, that's fine with me. I'm still trying to figure out how the others will react to Jinn's revelations and the Brunswick farm part down the road, but what you've given me has helped me out.

Luffy L Deathwalker: I can't make any promises about who's going to die during the battle of Haven, but I'll try to make sure someone dies, not one of the heroes anyway.

Hamm1999: I think I might include the opening crawl to Episode 4 when I reach that part.

54godamora: Jaune is already more competent since he earned his spot in Beacon rather than lying his way into Beacon. I don't care what the writers did, but I plan on doing something much more different.

Spartan-626: Yep, now all that's left is Rose, Blake, Zett, Fives and Jesse. Now as for Ozpin not knowing how to stop Salem, I think that the Gods might have left him a weapon to fight against Salem but didn't tell him. Honestly, I think the gods should have taken care of the problem themselves instead of having Ozpin deal with the problem they created. Still, you make a valid point.

Monster King: Thanks.

Silverfox3456: I'm still trying to figure out how the Clones, Galen, his team, Ahsoka and Zett will react to Ozpin's secret. Actually, I already have an idea of how Galen will react to the revelation. As for Star Wars Lethal Alliance, it's a game for the Nintendo DS where players take control of Rianna Saren who along with her security droid Zeeo, fight against an imperial slaver named Zarin Kheev while attempting to steal the plans for the Death Star, which is as you said the most powerful weapon in the galaxy. I've never played it, but I heard that it takes place before A New Hope by a few months, although from what I've read, the plans Rianna steal aren't the plans that Leia acquires in the movie, via Kyle Katarn in Star Wars: Dark Forces. Another thing you should know, Alderaan wasn't the first planet destroyed by the Death Star.

SunPhoenix90: I will admit, I didn't hear about SAO until much later and if I had heard about it sooner, I would have tried to watch it when it was on Toonami, if I didn't lose interest in Anime because the Anime Crew of my high school started watching Adventure Time, which I will say again is not anime and, in my opinion, completely stupid. An SAO/Gundam story? I think I know the one you are talking about. As for the lightsaber forms for the group, I'm still trying to figure that out, but I have been thinking about a My Hero Academia/ Power Rangers Lightspeed Rescue crossover with a bit of Gogo V, but it's still only an idea.

Music scores this chapter are 'Soldiers' and 'Die for You' by Otherwise, 'Never Back Down' by Nine Lashes, 'Mjolnir Mix' from Halo 2, 'Danger Zone' from Top Gun and 'Klenthatu Drop' from Starship Troopers.

Disclaimers are the same as always, enjoy. Oh, and for those of you who like Gate, you're in for a surprise.

Chapter 70: We Are Soldiers

Hours after the revelation about the abilities Ozpin gave to Raven and Qrow, Fordo was contacted by Faye about a matter she had discussed with Colonel Kyoshiro. An outpost near the deserts of Anima had gone dark seventy-two hours ago and only just recently the council had ordered the Colonel to take two platoons of Self-Defense Forces soldiers into that region to investigate the lack of contact from the outpost.

Known for the large Grimm presence, the eastern deserts of Anima were desolate and had no major settlements for miles and miles around, save for the Schnee Dust Company facility that was connected by a single rail network. The only 'settlements' out there were several outposts run by the MSDF, acting as an early warning system for the rest of the Kingdom in the event of a large-scale Grimm attack. If one outpost were to fall, the entire Kingdom would be in jeopardy.

These outposts were at first unmanned, but after the Fall of Beacon the Mistral Council began to send soldiers to these military installations that dated back from the days long before the Huntsmen Academies ever came into existence.

Said outpost being investigated was located in near a large escarpment in an area with a large deposit of Dust that played havoc on Scroll signals and radar, even long before the Fall of Beacon. As a result, the platoons were forced to land several miles away from the Outpost and proceed on foot. Accompanying the platoons were the soldiers that Galen, the Bad Batch and Boba had encountered in the village before they regrouped with Ruby and her friends.

First Lieutenant's Yoji Itami and Akira Yanagida, Sergeant's First-Class Shino Kuribayashi, Mari Kurokawa and Akira Tomita, Sergeant Takeo Kurata, Sergeant Major Souichirou Kuwahara and Leading Private Hitoshi Furuta of the MSDF Third Recon Unit, Rhino Company were amongst the one-hundred soldiers dispatched to investigate the outposts lack of communication, along with Alpha, Fordo and Faye, the latter of whom was now wearing the same combat gear as the soldiers and carried with her one of the assault rifles they used, while the hilt that was her lightsaber was attached to her belt.

"… this is Rhino 2-0. Whiskey outpost do you copy? Whiskey Outpost, Whiskey Outpost, this is Rhino 2-0 do you copy, over?" the radio man of the platoon spoke into the radio but received no response as the platoon made it's way through the canyon that was the most direct path to the outpost, a canyon littered with Dust deposits that caused the interference.

As they continued through the canyon, Fordo and Alpha noticed some shifting around above them. "You saw that, didn't you?" Fordo asked his fellow ARC-Trooper.

"I did and I've got a bad feeling about this." Alpha confirmed as the radio operator moved to a higher position to contact the outpost. This proved to be their undoing as the same insect Grimm that attacked Weiss and Arthurs transport weeks ago swooped down and impaled the soldier with their claws before flying to a higher cliff and began to torture the soldier once their Aura was shattered.

Kyoshiro aimed his weapon and fired. The bullet went right through the soldier's heart, putting them out of their misery as the Grimm flew away. "I expect anyone to do the same for me. Let's move out!" the Colonel emphasized before he continued forward with the rest of the platoons following him.

"Damn, that was a little much, don't you think?" Itami said to the ARC Troopers.

"It was a mercy killing. He didn't want that soldier to continue suffering and it was the only way for him to do it. Not many of the generals during the war were willing to do that for many of our brothers. Those that did, they were rare to see on the battlefield." Alpha told the Lieutenant as they exited the canyon and came upon the outpost.

On the outside, the outpost looked completely normal but things on the inside were far from normal. Every single personal of the outpost had been butchered. Severed limbs and bodies littered the ground as flies buzzed around the smell of rotting flesh and spilled organs. The sight of this made Itami and his squad practically vomit. "Oh, gods." The ever-gung-ho Kuribayashi muttered, fighting the urge to gag at this sight.

"Give me four on the tower." Yanagida ordered. Four soldiers rushed to the tower overlooking the area around the instillation, manning the heavy machine guns on the tower while other soldiers policed the bodies for weapons and ammo. "What could have done this?" Yanagida wondered aloud.

"Probably the same person who brought that." Fordo pointed out in the direction of some kind transmitter that was situated on the bullhead landing pad. "I don't think that's Self-Defense Force issued equipment, is it?" the captain inquired.

"It doesn't appear to be so. I've never seen anything like this before." Kuwahara stated, kneeling down to inspect the mysterious device. He didn't have long to inspect it as another soldier called from the mess hall that they found something.

That something was a massive tunnel that came up directly inside the outpost, as evidenced by the number of bodies that had fallen into the whole. "Damn, that's a hell of way to die, one minute you're eating then the next thing you know, you're dead." Alpha remarked, glancing in the direction of a dead female MSDF soldier. "We might want to seal up this hole." He added.

"Agreed." The rest of the soldiers present said in unison before they headed to the communications room to search for survivors. They found the same scene in the communications room as the rest of the outpost, the only difference was that the man at the communications console wasn't ripped apart but was executed by a single headshot that went clean through.

"Looks like this soldier was executed." Faye observed before she turned her attention to the monitors. "But it looks like they were able to send a transmission before they were executed." Before she could type in a set of commands, the noise from a supply locker got their attention and raised their weapons.

Falling out of the locker was the body of another dead soldier, executed by a headshot and clutching their scroll in hand with a file opened which played the moment their finger pressed a button. 'It's all quite simple really, you only need to insert this program into the Self-Defense Forces systems, and you'll be released.' A rather condescending voice said from the recording.

'W-what will this program do?' another voice, possibly the soldier at the console asked.

'It will just temporarily shut the systems down for a few seconds, but it's an update of their defense protocols. It's on the orders of the council.' The condescending voice answered. Several minutes of silence followed before a gunshot echoed. 'Now to give those fools in Mistral something to worry about. While they focus on the queens' latest creations, it will leave us free to go after Spring. I just need to make sure that no one suspects a thing… and that also means ensuring that you don't live to tell about it.'

A second gunshot echoed, and it was assumed to be the one that killed the soldier in the locker. "This was a set up!" Fordo exclaimed. "We walked right into a trap. Whoever did this wanted us to find the outpost in this state."

"If that's the case, who would do this and for what reason? What does the season of Spring have to do with this and what's all this about a queen?" Furuta questioned aloud.

An explosion from the mess hall, broke their thoughts as the Colonel advised all soldiers to prepare for battle. One soldier in particular suffered a breakdown, after seeing the remains of their brother said that they were all going to die, only to get a slap across the face by Kyoshiro. "Control yourself, private." He told the soldier.

"I can't. I can't! I'd wish you just shoot me." The soldier responded, still in their breakdown. The Colonel was about to oblige the soldiers request when Faye stopped him.

"Colonel, don't. He's just crazy. None of you have ever seen anything like this." She told the Colonel, who lowered his weapon while she helped the soldier back to his feet. "That soldier was your brother, wasn't it?" she asked.

"Yes." The soldier answered, wiping the tears from their eyes.

"I'm sorry for your loss, I truly am. But they wouldn't want you to die by the same thing that killed them. Honor your brother by making it back to Mistral with the report about what did this." The Jedi told the soldier.

Suddenly, Kurata ran down from the wall. "GRIMM! GRIMM!" he shouted, no one noticing that the transmitter had powered up.

"Something must have drawn the Grimm to our location." The Colonel surmised before he turned to Yanagida. "Akira, get those communications back online now and call for support. The rest of you on the wall now! Warm it all up! Everything you got! Come on you apes! You wanna live forever!?" the colonel shouted to the soldiers who rushed to the wall, even the ones that were Faunus who knew that the colonel wasn't ridiculing them for being who they are.

The remaining ninety-nine soldiers, two ARC-Troopers and Jedi raced to the wall with their weapons ready as appearing from the distance over the rocks and sand dunes was a massive horde of Beowolfs, Ursa's, Beringels, along with hundreds of the strange insect like Grimm a recon flight of Dagger Kai's reported days ago. The odds weren't in their favor, but the men, women and Faunus of Rhino 2-0 readied themselves for battle.

Loading fresh magazines into their weapons, the soldiers of the Third Recon Unit aimed down their sights as Faye checked her own weapon. Like the battle rifles used by many of the soldiers beside her, her rifle featured a fifty round magazine and at the suggestion of Fordo, an under-barrel, single shot grenade launcher along with a holographic sight. "I have never used a ranged weapon much during my time on Remnant, but I have learned much from my Padawan. I only hope I live up to her expectations." Faye told Fordo.

"Don't worry, Commander. You've got this. Besides, I'd follow you into battle no matter what weapon you're using." Fordo assured her as the Colonel walked onto the wall while the Grimm horde moved into firing distance.

"Fire at will!" Kyoshiro shouted and fired a volley at the Grimm.

(Die For You starts)

The rest of the platoons followed suit, as did Fordo and Alpha, downing the Grimm with a volley of bullets as they continued to charge towards the outpost. Itami, Kurokawa, Kuribayashi, Kurata and Furuta followed up with their own volleys of weapons fire, followed by the soldiers manning the turrets on the tower.

The bullets ripped the Grimm to shreds, dissipating into mist while Tomita, Kuwahara and other soldiers fired grenades from their launchers at the horde before the creatures of darkness made it to the wall and began to claw, swipe and bash at the wall of the outpost forcing the soldiers to focus on the Grimm below them.

Much to their surprise, the new insect-based Grimm didn't dissipate into mist and dropped dead, piling up to create a staircase of corpses for the Grimm to use and try to climb over the wall, but the soldiers were quick to gun them down.

Grimm reinforcements soon arrived in the form of the large and slender feline like Sphinx's, the winged and lion like Manticores with their bird like wings and snake like tails and the same airborne insect Grimm that Arthur, Weiss, Hevy and Hardcase swooped in like old dive bombers. "INCOMING!" Alpha shouted.

The gunners on the towers turned their attention to the airborne Grimm, downing several Sphinx's and Manticores before they could use their fire attacks, but the insect like Grimm were able to dive down and take the heads off a few MSDF soldiers before they even had time to duck. Itami, Fordo, Alpha and Faye focused their attention on one such Grimm, but were able to avoid getting their heads taken off and killed the Grimm, sending it crashing into several crates when hit by several of Faye's bullets. "Itami! Where's my communication!?" Kyoshiro demanded of the first Lieutenant who raced off the wall towards the command room while the Grimm were beginning to knock down several of the support beams holding the bases walls up.

As Grimm corpses continued to pile up, the soldiers continued to fight on. One of the ground-based insect Grimm was able to get over the wall, but the concentrated firepower of several soldiers was enough to put it down, before another of these Grimm almost got inside the outpost. As Kyoshiro moved to reload his rifle, he looked outward towards the incoming horde of Grimm which was far larger than he expected. "Colonel!" Itami shouted as he and Yanagida rushed from the communications room. "Evac is on route! It's the Captain's Gunship! We've got air support inbound!"

"Fall back into the compound! Move it!" the colonel shouted to his men. Those on the wall began to fall back inside, some of them getting killed by the Grimm as they did. One soldier was killed when the large jaw of one of the bug Grimm ripped through their armor while another was caught as they attempted to jump down and thrown to several other Grimm, their screams echoing as they were ripped apart. The men on the towers abandoned their positions and opened up with their own machine guns, ripping through the Grimm.

"Here! Hold what you got!" Kyoshiro shouted and once again opened up with his rifle as the Grimm began to pour over the walls. The airborne Grimm had backed off, after they knocked out the turret guns, but the ground-based Grimm were continuing to advance.

"Beowolves, left flank!"

"Usra's on the right!"

"It's got me!"

"Running low!"

"I'm out!"

"Here! Make 'em count!"

The brave men, women and Faunus of MSDF continued to hold their ground as the Grimm continued to take down soldier after soldier. Deciding enough was enough, Faye dropped her rifle and drew the hilt on her belt which resembled that of a katana and ignited the yellow blade of her lightsaber.

With a burst of the force, she dashed forwards and slashed a Beowolf in half across the torso, sliced the claws of an Ursa clean off their hand, lifted several of Grimm into the air which she then sent flying towards several airborne Grimm that were coming in for a firebombing before she called upon the force and stopped several Grimm in their tracks, long enough for the MSDF soldiers to gun them down. "Hold the line!" she shouted, her yellow blade cutting through more Grimm.

(End song)

Grimm and MSDF soldiers continued to fall, but the Grimm outnumbered the soldiers a thousand to one. After a burst of gunfire from Fordo downed one of the new Grimm, the ARC captain noticed the transmitter from earlier had been activated remotely and was emitting a single that was attracting the Grimm towards the outpost. Another burst of gunfire from his rifle allowed Fordo to destroy the transmitter, just as reinforcements arrived in the form of fighter jets.

Two F4's, one F5 and one F20 with silver and black striped paint job roared overhead, firing their cannons at the airborne Grimm while a formation of dozens of single engine swept-wing supersonic fighter-bombers arrived. "Alright! We got F105's and that means Kamikoda is about to drop some heavy ordinance!" Itami cheered as he reloaded his rifle.

The F105 Thunderbolt as Itami identified was a single-engine supersonic fighter bomber developed by for the Vale Air Force with the motto of the pilots being 'first in, last out' when missions required them to suppress enemy air defenses.

Two versions of the Thunderbolt existed. The single seated version was primarily used for dogfighting while the two-seater version acted as a fighter bomber. Both versions had a speed capability of Mach 2.1 and were also equipped with a single nose mounted 20mm cannon with twenty-four thousand rounds and five hardpoints for rocket pods and missiles. The twin-seater version was equipped with both the hardpoints and a bomb-bay with a capacity of fourteen-thousand pounds of explosives.

A call came in over the radio. "Rhino 2-0. This is Silber 1. We picked up your distress call while on recon and figured you could use a little help. We'll handle the airborne Grimm while the 105's bring the pain. Evac birds are on the way, so just hold out for another five minutes." Dietrich Kellerman, leader of Silber Team, a mercenary squadron of fighter pilots called out. Like the Schnee Team, they were once pilots of Atlas Air Force, but opted to use Vale built aircraft. Kellerman was the oldest of the pilots and rather than training new pilots, he and his squadron made a deal with the MSDF Air Forces to train newer pilots and assist in operations carried out by the air force when ever necessary.

His squadron mates, Ruppert Appling, Stefan Enders, Sven Brutlag and Sebastian Hackenberg formed up on their squad leaders' flanks and moved to attack the incoming aerial Grimm as they roared towards the jets at high speeds.

Leading the flight of F105's, Akira Kamikoda opened his fighters bomb-bay doors and readied his weapons. "Alright ladies, follow me in and let's give the boys on the ground some breathing room." He said into the radio, veering towards the incoming monsters in full after burner.

(Klendathu Drop starts 0:00-2:10)

Multiple Widows had recently arrived and were beginning to open fire with their cannons in an attempt to shoot down the incoming 105's, but the brave pilots continued onwards despite the incoming fire and the loss of several friendlies. Luckily for them, the calvary arrived in the form of Republic and Rebel LAAT's that strafed the enemy with their cannons.

"Fire all rocket pods… now!" Kamikoda radioed to the 105's armed with rocket pods. A barrage of rockets slammed into the ground, killing multiple Grimm in multiple explosions while the 105's with their bomb-bays opened released every single one of their cluster bombs onto the horde of Grimm as the gunships landed inside the outpost to evacuate the survivors.

(End song)

"Maintain covering fire! Fall back to the gunships! We're getting out of this hell hole!" Kyoshiro shouted. Seconds later, the ground beneath outpost buckled and rose up as something erupted through the panels and dragged several soldiers down, including the colonel. The other soldiers were lucky to get out in time, but something had managed to grab a hold of the colonels submerged body and ripped his legs off when Itami and Shino pulled him out. "Itami you know what to do!" the colonel told the Lieutenant who did the same thing the Colonel did earlier and ended their suffering with a single bullet.

Emerging from the newly created sinkhole, was the massive beetle like Grimm that had ripped the Colonel's legs right off. Pulling the pin of a grenade out with her teeth, Shino tossed the grenade into the Grimm's mouth which exploded from the inside out. "THAT's HOW WE DO IT RHINO STYLE!" the buxom Sergeant shouted.

"SHINNNOOO!" Itami called out as one of the insect Grimm came up behind her as she was running back to the ships and stabbed her several times before it was killed. "Oh, gods! Get her onto the gunship!" Itami shouted to Kurokawa who helped her fellow soldier onto the gunship as another beetle like Grimm broke through the outposts walls and sent a stream of fire from its mouth towards the ships.

Thankfully, the gunships were able to lift off before the passengers and pilots were killed, but what they left behind was a massive horde of Grimm that numbered in the thousands. Grimm that reminded Faye of a long extinct species from years past.

Meanwhile, thousands of lightyears away, amongst the fires of the forge, Ray and Neo watched as the armorer made alterations to their helmets. While the T-shaped visor was a trademark of the Mandalorian people, both of them asked to have their armor altered both in terms of the helmet and the armor itself. As such, the remolding of their armor took several weeks to complete forcing the two of them to wear their clone armor when they were called to action by the Mandalorian's and the alliance.

Presently, the two of them were talking with Bo-Katan about a threat that both the Mandalorian People and Republic joined forces to defeat over two-thousand years ago. Both pilots sat in their new armor, which while it looked the same as basic Mandalorian armor had several new features.

Their armor was now equipped with magnetic straps to store their weapons. A thick black armored bodysuit was sandwiched between the armor and their undergarments. Their gauntlets remained the same, but their armor now came with a pressure seal, allowing them to fight underwater or in the void of space.

"Arachnids?" the two questioned in unison.

"That's right. Arachnids." Bo said. "A thousand years ago, after the Mandalorian people were scattered across the stars, a new threat appeared. A threat that didn't care if one was with Mandalore or the Republic. An insect alien species a system deep in the outer rim territories, called Arachnids made their presence known when they launched several meteors from their home planet of Klentathu to several uninhabited planets. These meteors carried their spores which created entire colonies of 'bugs' as they came to be known as that took control of an entire planet."

"How'd they launch meteors? If their insects, then that means they don't have access to technology." Neo asked.

"Plasma. The Arachnids consisted of multiple types of species, sort of like a caste system. Plasma Bugs were basically walking anti-aircraft batteries while the more heavily armored ones called Tankers acted like a walker and could spit out fire like a flamethrower. Hoopers were used for aerial hit and run attacks that could literally take your head off, while the basic Warrior was cannon fodder only with a very powerful set of jaws." Bo answered.

"So, I'm assuming that these bugs were wiped out?" Ray surmised, taking a sip of a soft drink he brought from when he last visited Remnant. "If they could spit out plasma and hurtle meteors onto planets, they must have been a deadly threat."

"You catch on quick kid." Bo chuckled. "But to answer your question, the Arachnids were wiped out after they decided to drop a meteor on Coruscant. 8.5 million people were killed when that meteor crashed in the industrial district of the planet. The senate was lucky, so was the Jedi temple, but this action was only the start. Another meteor was launched at Mandalore and killed a total of 12.5 million people. Both my people and the Republic formed a treaty, despite many voicing their concern about allying themselves with savages and the very people that scattered our kind to the stars. The Republic was quick to mobilize their forces to assault Klendathu, but they severely underestimated the Arachnids defensive capabilities and lost one-hundred thousand soldiers in one hour. The chancellor at the time then resigned before a new campaign to attack the planets inside the area designated as the 'Arachnid Quarantine Zone' in hopes to weaken their defenses before taking out the home planet of the bugs." She explained.

"Victory must have come at a great cost to eliminate these aliens. If they were as dangerous as you said, I'm glad there all dead. I don't even think we could handle now, even the Empire." Neo stated.

"They made be dead, but the scars of that war were left all over the galaxy. Coruscant, Mandalore, Corellia, Alderaan, Dantooine and even Teth were sites of the deadliest war in the galaxy's history. The bug corpses that were recovered were used to inspire the creation of several battle droids the CIS used in the war. Fossils were found and the old Quarantine Zone was soon populated by those who had a lot of things to hide. If a Brain Bug was found now, we'd be in for a world of hurt." Bo chuckled.

"Brain Bug?" the Remnant born Mandalorian's questioned.

"Yeah, forgot to mention that. They were practically the leaders of the bug army. Intelligent, cunning and just about as ugly as I've heard, those things sucked the brain matter out of persons head and gained its knowledge and became smarter. One tried to trick one of my ancestors after it was captured, but they put it out of its misery." Bo answered.

"I think I'm going to be sick." Neo said, looking a little green before she vomited on a nearby Gonk Droid. "Oops, sorry about that gonky." She apologized to the droid.

"The bugs are gone. If they ever come back, Mandalore will be the first to fight them." Bo assured Neo just as the armored brought them their new helmets. Gone was the traditional t-shaped visor and in its place was a visor that shined like gold. The helmet now featured an advanced motion tracker and heads up display that identified their equipment and vitals. "Now that's something you don't see every day. Where did you say this idea came from?" Bo asked.

"A game we played back home; Combat Evolved." Ray answered, picking up his helmet and inspected it. "It's a first-person shooter that puts the player in the role of a super soldier that combats a genocidal and religious alien species. My sister, Neo and I used to play it all the time back home and I became a pretty decent tank jockey in the game. Though the armor doesn't enhance our strength and require all that other science fiction equipment like neural links or a fusion reactor to power it and it doesn't require ass machine to take off thank you weapon shifting tech, but it does make hand-to-hand combat hurt a lot more against the enemy. Plus, the game is also what inspired my weapons."

"You also sucked at flying one of those dropships in the game." Neo added jokingly, putting her own helmet on which matched the rest of her steel-colored armor. Ray followed suit with his own helmet and armor which was olive green. "At least we have the base colors down for our armor, we can always paint them later."

"Yeah, we can…" Ray began before his commlink beeped and his droid partner shouted frantically from the other side. "Woah there, take it easy R5. What's all this about?" he questioned. "Alright, alright. We're on our way." He assured his partner before deactivating his commlink and turned to Bo. "Rebel Command want's us back at base asap. They mentioned something about a report from their forces back home. They said something about a new type of Grimm that gave the MSDF a hell of a wake-up call." He told his sister before he turned to Bo. "How much longer until the Blood Asp and Star Adder will be ready?" he asked.

"We're still fine tuning the Plasma PPC's. These weapons the Separatists were building had some pretty deadly firepower. I'm pretty sure they would have slaughtered a lot of troopers and Jedi in battle. The old me would have loved hearing about the Jedi getting killed, now I find it a disgrace that they branded as traitors and gunned down without honor." Bo admitted.

"Let's try not to mention that to any of the surviving Jedi and we better make damn sure that Ironwood doesn't get his hands on these mechs or our armor. Even when Cinder brainwashed me, I never trusted that man. Especially since he's a close friend with the current head of the SDC." Neo admitted.

"I once thought the same thing about the General. But after everything that's happened and what he planned to do with Amber's power, I don't trust him either even if he did give me a good plane." Ray agreed as the two climbed into the cockpits of their X-Wings and departed Concord Dawn.

"Please tell me you're joking! This has to be a joke!" Rick exclaimed to Plo inside the rebel base on Yavin 4, hours later.

"I'm afraid this is no joke. The new Grimm are indeed based on the Arachnid species, more specifically the warrior, tanker and hooper bugs. It appears that Salem has created these Grimm based on a species equally as deadly as the Manti." Plo said with concern.

Both original members of the Garuda Team looked to each other in concern. Months ago, Plo told the two about the existence of Salem, how she could control the Grimm and was the one responsible for sending Cinder after Ray's sister. Once again, Ray felt his blood boil in anger at the name of Salem and how she been the one who ordered her sister killed for the power she had. "Get Mickey and the Galm Team ready for departure. Have our planes loaded up within the hour. Neo grab your gun, we're going home! I'll be damned if I let that bitch create an army of Grimm based off some damn bug alien and get away with what she's done." Ray snarled.

"Be mindful of your anger, young Ray. It is precisely this type of emotion that can cause one to fall to the dark side and you are much stronger than the Jedi who have fallen before you." Plo advised.

"I know, General. I know, I need to control my anger. But knowing that this Salem person ordered my sister to be killed because of the power she was given, a power she didn't have any choice in receiving! I just…" Ray began before a hand was placed on his shoulder.

Said person was none other than Pyrrha. "Your sister wouldn't want you to be consumed by anger and revenge. She'd want you to stay true to your convictions and your heart. A warrior fights for justice, not vengeance." She reminded Ray.

"Thanks, Pyrrha, I really needed that." Ray said with a smile before he turned around and headed for the door but stopped mid-way. "Even if Cinder is killed, it will still be dangerous for you to return to Remnant, the power she stole may go to you even across the galaxy." He reminded.

"Not unless Cinder is thinking of someone else and if I'm being honest, I think Ruby deserves the power a lot more than I do." Pyrrha admitted with a smile. "I'm meant to be a Huntress and a soldier, not a maiden."

Ray smiled back at her, before he headed back to the hanger. An hour later, the three F15's of the Galm Team, two F14's and single Strike Dagger of the Garuda Team were fully loaded for combat. Their engines powered up as the roar of twelve jets echoed around the base and the planes rocketed into the air, breaking the atmosphere before jumping to hyperspace.

Back on Remnant, night had fallen over the city of Mistral as Galen woke up after he felt the need to relieve himself. Yawning after exiting the bathroom he spotted Qrow sitting on one of the couches with his head in his hands. "Don't tell me you dislike the idea about Ruby and me being a couple?" Galen said, getting Qrow's attention.

"Actually, I'm glad the little firecracker has someone she loves. I just didn't think it would be with an ex-Sith Apprentice turned Jedi." Qrow answered with a chuckle before he pulled out his flask and offered it to Galen. "Want a sip?"

"I'm still a minor." Galen reminded the older Huntsmen, taking a seat on the opposite couch. "What's really on your mind?"

"Those Huntsmen I knew… they're all either missing or dead." Qrow admitted. "I haven't told Oz yet, but something about this doesn't seem right. Heather's alive, thanks to you, but guys like Shiro are dead. It doesn't make any sense. How could they all just vanish without a trace?"

"I think we both know the answer to that." Galen remarked. "Salem must have tracked them down and killed them. If she had Cinder in her pocket, what's to say that she didn't hire someone as deadly Roman Torchwick like she did in Vale? The Empire's known to hire bounty hunters, but they don't exactly like the idea of working with 'scum' like Boba."

"Speaking of which, you hear anything from Boba? He's been gone a long time now." Qrow inquired.

"If he's as good as the rumors I've heard about him, he's probably gathering all the intel he can get on his target before returning. Most Bounty Hunters prefer to go in guns blazing, but there are those who actually take the time to plan their moves." Galen assured Qrow.

"Still, Raven won't go down without a fight. She's always been strong and doesn't like the idea of losing to someone who's weaker than her. It's how she was raised and how I would have been raised if I'd stayed with the tribe. Heh, glad I didn't stay with them." Qrow told the young Jedi.

"Not the life you wanted to live, is it?" Galen asked.

"You guessed it, kid." Qrow answered before he took another swig of his flask. "Still, the whole thing with all those huntsmen and huntresses missing, there's no way Salem could have tracked them all down, not without help." He added.

"Every war has it's traitors." Cody voiced in agreement as he, Waxer and Boil who had only just arrived in Mistral a few hours ago walked into the living room. "For us, it was both the Chancellor who wea using us and the Jedi to do his biding and Krell."

"Krell?" Qrow questioned.

"Pong Krell. A Besalik Jedi General who severed in the Clone War. Man was a tactical genius that didn't tolerate insubordination, but also had the highest casualty rate than any other Jedi. He always commanded the battle from the rear, only entering battle when he needed to. It also made him crave more power." Waxer began.

"I heard he was killed on Umbara for treason, but I don't know all the details." Galen stated.

"Right after the Battle of Umbara began, General Skywalker was called back to Coruscant at the request of the Chancellor, which the Council obliged, putting him in charge of the 501st while Skywalker was on Coruscant. The initial plan was for Commander Tano to take up command once the air battle was won, but that never came. From what Rex told us, Krell crafted incompetent battle plans to take the enemy capital while Skywalker's plan was to probe the cities defenses." Boil answered. "Fives told us that Krell remained behind and watched as our brothers were slaughtered by the enemy's superior technology and firepower. It got even worse when Krell sent Rex and his platoons to attack an enemy airbase. More of our brothers died and Krell didn't even send reinforcements. They were only lucky when Fives and Hardcase hijacked a couple of Umbaran fighters and turned them against the enemy. But Krell had other ideas."

"When the enemy began to launch missiles at the airbase, Krell once again decided to launch a full-frontal assault on the capital, knowing that his loses would force the Republic to retreat from the planet. Once again, Hardcase and Fives along with Jesse put a dent in his plan and took out the supply ship launching the missiles, with some help from Commander Tano. Krell didn't give up and planned to court martial and execute those three, despite the protests of Rex and the Commander. Thankfully, our brothers didn't follow through with the order, but that's when Krell showed us his true colors. A transmission from one of Waxer's soldiers said that the enemy had ambushed one of our patrols and stole their armor. Waxer heard the same thing from the 501st and both units started shooting at each other when they came into view. We lost a lot of brothers before Rex and the commander stopped the firefight. They then moved to arrest Krell, and it was a costly action. Shortly after they captured him that we learned he was a traitor, planning on ensuring that Umbara stayed with the Seppies and was certain that Count Dooku would make him his new apprentice. If Krell was freed, he would have turned over every piece of intel that he had to the enemy, so one of the troopers who trusted him executed the former General. At the time though, he mentioned something about the Republic being ripped apart from the inside and a new order taking its place. If only we'd taken his words seriously, things might have been different." Cody finished.

"Hearing all that make me damn hope that nothing like that happens here." Qrow said bluntly, taking another swig of his flask. "But still, I don't like the whole situation."

"Let's just hope you're wrong." Galen said and headed back to bed.

The following morning, Galen awoke to find that Faye, Fordo and Alpha had returned with urgent news about what happened in the deserts. "Please, tell me you're joking. You can't mean that…" Galen exclaimed.

"I thought my mind was playing trick on me as well, but I've double checked all known recordings of the Arachnids and without a doubt, these new Grimm are based on the Arachnids. I had hoped that we would never encounter them, but it seems that they have returned, as Grimm." Faye reported, removing her helmet as she returned immediately to the hotel when the remains of Rhino Squad returned to Mistral. Thankfully, Shino was going to recover from her wounds, but with the lose of the colonel left a hole in the unit.

"So, these Grimm are based on an extinct alien insect species and now they've been brought back to life?" Weiss questioned.

"Isn't that what my master just said?" Kara questioned back.

"That's not what's important right now." Fordo said aloud. "I saw those things rip a man apart and tortured someone after they had their aura broken. Flyers, armored ones and the basic warriors. The bugs are back, and I have a pretty good idea how they came to be. Whoever told Salem about the Manti told her about the Arachnids and is the same one that attacked Team CVFY and Artoria. No way the Empire would tell her about these monsters, it has to be someone else."

"But what would she have to gain from this?" March asked, getting a glare from the others. "Stupid question, she gets new Grimm and more pawns to use in this fight."

"You think? Salem just created another new Grimm based on murderous and extinct alien species! Who the hell is her about these damn things?" Yang shouted in anger.

"We can figure that out later." Tech stated, checking his data pad. "I've just learned that Mistral council is preparing to discuss the mater right now with Lieutenant General Kouichirou Hazama and Lieutenant Itami. No doubt some of the council will be pleased that Kyoshiro is no more. He was the last major obstacle for the council members who had deployed soldiers to guard criminal wares, now that he's dead they can send their soldiers to guard the warehouses where the black market keeps their goods."

"Well, why don't we do something about it!? If they are corrupt, we can find evidence and arrest them." Jaune suggested.

"That's easier said than done. The Mistral council is well known for its corruption and many of them have a few lawyers and friends in the police department that are equally corrupt. I should know, my father tried to bring one in years ago and watched as they were set free." Ren told the others.

"I say we go bust some heads and make them do things our way!" Wrecker exclaimed smashing his fists together for emphasis.

"I'm with you there, big guy!" Nora said in agreement.

"No. We're already in a bind as it is with Lionheart's actions. If we act on our own, then the council won't do a damn thing to help us go after Raven and the Spring Maiden." Qrow pointed out.

"We got even bigger problems now." Echo interrupted. "I just tapped into the MSDF communications. A large horde of this new Grimm are heading towards Mistral as we speak. Good news is, they won't be passing through any inhabited settlements, but the bad news is that the horde is larger that the one that attacked Rhino Company. The horde's so big that Mistral won't last long without a proper defense."

Qrow slammed his fists down on the coffee table, breaking it due to his semblance. "Damn it! The Council isn't going to do a damn thing! All there worried about is protecting their own asses and not do anything for the people! It's just like Atlas!" He shouted in anger.

"Perhaps there is another way to get the council to see sense." A voice said from the doorway as Aayla Secura and Bly walked into the hotel, accompanied by High-Tech and Lieutenant Stec of the Muunlinist 10 and a middle-aged man in a formal black suit with grey hair, eyebrows and brown eyes. "If the Mistral Council refuses to listen to us, then we should have one of their own make them listen." She finished.

"General?" the clones said in unison.

"Bet you didn't believe that I was still on the council, did you Qrow? It's been far to long." The middle-aged man said to Qrow. "Still drinking as usual. You haven't changed a bit."

"Uncle Qrow, do you know him?" Ruby asked.

"Yeah. His names Taro Kano. I've done a lot of jobs in Anima over the years, so I made a few friends in politics. This man right here takes his duty very seriously and cares more for the people then his own benefit. Then again, it also helps that he was raised in the country and attended one of those fancy schools in Atlas to learn about politics and he's one of the main opponents against the corrupt council members." Qrow explained.

"So, these are your nieces? You weren't kidding when they said they were no pushovers." Taro said to Qrow, looking at Ruby and Yang with interest before he turned his gaze to Kara. "Ah, Zhima Lah's daughter. I see you've grown a lot as well. It's good to see you again, Kara. I know we haven't seen each other since your father's funeral, but it pleases me to hear that you are progressing in your Jedi training."

"Wait! You know about the Jedi?" Galen asked.

Taro turned to Galen and smile. "Ah, you must be the Demon Lord of The Round Table. Yes, I know about the Jedi. Several years ago, I met a Jedi by the name of Quinlan Vos when he was on a mission to uncover the identity of an enemy that had eluded the Jedi Order for a long time. His ship crashed and at the same time I was attacked by a group of criminals in the city. He saved my life and told me all about the Jedi." Taro explained. "I never thought I would see another Jedi again, that is until I met Aayla. Quinlan told me all about her."

"Aren't we getting off topic here?" Bly asked.

"Oh, apologies, Commander. I got a little carried away." Taro stated, clearing his throat. "Give me the information about the Grimm horde heading towards the City and I'll present it to the council. The hearing is about to start soon, and I need every bit of information I can get my hands on. I've already dispatched detectives to gather information on the corrupt councilors and hope to completely rebuild the council, free of corruption. This is the last piece I need."

"I've already dispatched probe droids to locate and transmit the hordes' location. Once we learn the location of the horde, we can prepare a defense of the city. We also brought fresh planes for the MSDF air force. They'll need all the firepower they can get, especially against the Arachnid based Grimm." Aayla added before she turned to Ahsoka who was standing in the doorway of one of the bedrooms. "Councilor, I suggest you take a few of us with you to the hearing. Your fellow councilors obviously won't believe your claims without proof." She suggested before walking over to Ahsoka, who headed for the balcony overlooking the city.

"It's good to see that you are doing well, Ahsoka. I had thought after learning about Anakin, you'd never take up your lightsaber again." The Rutian Twi'lek admitted, but she could sense Ahsoka's repressed anger.

"You knew all along, did you? You, Kit, Plo, Serra, Zett. You all knew that Anakin and Vader were one in the same, even Rex. Why didn't you tell me?" she asked.

"I wanted to tell you that Anakin was Darth Vader, but we all knew that if you learned the truth, you'd try to bring him back to the light and would lose all respect that you had for him." Aayla explained. "I have a feeling that Anakin and the former Senator from Naboo, Padme Amidala were husband and wife. His love for her and possible fear of losing her were what drove him to fall to the dark side. This is why the Jedi Code forbids attachments, but if I am speaking personally, it is what also led us to our downfall."

"What do you mean?" Ahsoka asked, glancing back at Aayla.

"For over a thousand years, the Jedi Code has constantly been upheld as a way of life. No marriage or attachments. The masters of old were consent on upholding this to letter, regardless of the changing times. As such, many Jedi left the order over the years to pursue their own lives, but even still we never changed the code or adapted to the current times. I believe this is also what led to our downfall." She began. "Not many people know about this, but Master Fisto and I were in a brief relationship, but for the greater good we did not pursue it any further. What I am trying to say is, that you must be mindful of your feelings and affection for those you love, otherwise you could walk down the same path as Anakin has."

"I know that! I just…" Ahsoka exclaimed before Aayla stopped her.

"All I am saying is that you should follow your own path and uphold what you believe in." Aayla finished, glancing at Ahsoka's attire. "Beskar does suit you well, I have heard that the boy you love is actually of Mandalorian blood. There is much more to this planet then we have realized."

"Thank you, Master Secura. And I am sorry for almost snapping at you." Ahsoka apologized.

"It's alright Ahsoka, but right now we need to focus on the matter at hand." Aayla reminded the young Togruta who smiled back at the Twi'lek.

As this was going on, the massive horde of Grimm continued to march unabated across the Anima terrain, bypassing the inhabited settlements on a direct course for Mistral. The horde wasn't moving undetected, a single F-20 recently delivered to the MSDF air force flew at twenty-five thousand feet keeping the Grimm horde in their sight. The pilot of this Rapier Wasp MK 2 had their finger on their trigger but refrained from firing as they only had enough fuel left for another two hours left in their drop tank before they had to return to base, that and they only had two missiles and his guns. The pilot was Shinn Kazama one of the newest pilots to join after the assault on the war factory.

The flaming unicorn head on the tail of his plane shined in the sunlight as he kept his eyes fixated on the Grimm horde below them. 'Larry, Aaron, Mickey, PJ. I hope you haven't encountered these Grimm before you left to fight that Empire.' He thought as he spotted one of the armored Grimm bugs burn an entire stretch of forest down with no effort. "Shin Kazama to base, Grimm horde is advancing at a rapid pace, estimated time until they reach Mistral is approximately forty-eight hours or more. Requesting next course of action, over." The blonde-haired Mistral pilot said into the radio.

"Base to Shin, head back to base. We've got clone pilots coming to take over for you now. Get back to base and get your plane looked at. That fuel injector of yours was looking a little leaky." The base commander replied over the radio.

"Acknowledged, RTB now." Shin acknowledged and headed back to the safety of the capital. As he left the combat area, he could have sworn he spotted a ship out of the corner of his eye.

Back in Mistral, the council was grilling Itami and Kouichirou for their defeat. "Lieutenant Itami, General Hazama, we sent Rhino Company out to investigate the lack of communications from the outpost, not report back that you failed to hold it and resulted in it's destruction." One of the councilors said from their seat.

"With all due respect, councilor." Hazama said with as much respect as he could muster. "Colonel Kyoshiro's unit was dispatched to the outpost without any armor, air support or recon. We had no knowledge of these new Grimm or that the outpost was destroyed. Perhaps if you didn't divert our soldiers to guarding criminal stockpiles or reduce our defense budget, the Colonel and all those who died would still be here."

"We've been over this, General." Another councilor began, a rather fat looking human male. "With the recent destruction of Beacon, we have to focus on protecting the city of Mistral so that a tragedy like that will never happen here." They said, not noticing Lionhearts nervous look at the mention of the Beacon tragedy. "More soldiers in the city means the less of a chance that we will be attacked."

"Yet there is substantial evidence that the attack on Beacon was conducted by several individuals who claimed to be from Haven Academy, individuals who not only had their backgrounds forged and lied about but also worked with the White Fang and those invaders calling themselves the Galactic Empire." A female Faunus councilor, one of the few who wasn't on the payroll of the criminal underground remained. "Cutting the defense budget and having our soldiers guard warehouses in the city is a waste of resources. We should be focusing on holding back the Grimm, since so many huntsmen and huntresses have been reported missing." They added.

"This coming from an animal whose people attacked Beacon? You just want us to lower our guard down." The fat councilor scoffed.

The Faunus councilor groaned in annoyance. "How many times do I have to explain this, Chang? I have no affiliation with the White Fang, now that they have become a terrorist group, but we are getting off topic here. These new…" the councilor began before Itami cleared his throat.

"Not to break up the lovers quarrel but shouldn't we be focusing on the Grimm issue?" He began, getting the fat councilor to shut up. "Councilor Yuki, I will admit that the loss of the outpost was regrettable, but the new Grimm we encountered were unlike anything we have ever seen before. Most Grimm we've encountered so far have been the traditional Ursa's and Beowolfs along with the newer Widows and Yellowjackets, but like the new ones these are insect based and the bigger armored ones take a lot more firepower to take down. I recommend that we alert all bases of these new Grimm before we encounter them again." He suggested.

"Shut your mouth, Lieutenant. You're nothing but a slacker. It's no wonder why you haven't been stripped of your rank." Chang spat just as Taro, Galen, Hunter, Faye, Tech, Wrecker, Crosshair and Kara arrived with Qrow and Aayla.

"Hope we're not interrupting anything important. But you bigwigs might want to stop arguing and listen to what we've got to say." Wrecker said with a grin.

"Who the hell are you…" Chang began before he looked towards Aayla. "Who the hell is she and what kind of Faunus is she?"

"She's no Faunus, Chang. She's a Jedi Knight by the name of Aayla Secura and while all of you are arguing and blaming Itami and Hazama, a massive Grimm horde is approaching the capital, a horde that includes the new Grimm that have been recently discovered. Grimm that I might add are based on an alien species called Arachnids, similar to the ones based off the Manti!" Taro exclaimed. "We have only forty-eight hours or less to prepare the city for an impending attack!"

"Our defenses will hold up against these Grimm, as they have in the past." Chang countered.

"Listen to yourself Chang! The Grimm are heading this way and we don't have nearly enough Huntsmen and Huntresses! This woman is a Jedi, and we need all the help we can get to stop these Grimm. I've seen what they are capable of from the footage of her and the soldiers they fought with at Beacon before the tower fell. They have the firepower and training to help our soldiers. We need to evacuate the civilians to Haven Academy and prepare ourselves for battle!" Yuki shouted.

"It's more that that Councilor." Tech began as he threw down a holo-projector and displayed the names of the councilors who were embedded in the criminal underworld. "It seems that Chang along with many of your fellow council members are involved with criminal activity. Trafficking Dust, weapons and people. They've all turned a blind eye to these activities because they are connected to these trades and are making a hefty profit." The intelligent clone said, playing a recording of Chang talking to one black market dealer about a shipment of slaves that was brought in recently.

"I…" Chang stuttered before the Mistral Police came in and arrested the corrupt council members before he noticed Kara. "You! You're Zhima's daughter! I knew I should have hired those thugs to kill you along with your father! Damn animals, the White Fang are nothing if but stupid!"

"You had my father killed!?" Kara shouted through teary eyes ready to take her lightsaber and run him through, but Hunter stopped her. "My father was murdered because you wanted to sell his weapons to criminals! Didn't you!? I hate you!" she shouted before she buried her face into Hunter's chest.

"I offered your father a deal, but he was an idiot and refused to work with me. He valued his work more than money, along with his daughter! I hope you die when those Grimm rip you apart!" Chang shouted as he was handcuffed and escorted away, but not before Wrecker gave the fat man a punch in the stomach.

"That's for making the lady cry." The big trooper said through gritted teeth.

"I'm sorry about that." Faye said stepping forward and bowing to the councilor members who weren't on the list. "But as Tech said earlier, these Grimm are approaching the city at a rapid pace and if they get through, they'll kill everyone in their path. I strongly urge that you mobilize the MSDF and evacuate the civilians to Haven. I've fought in numerous battles, as have Hunter and his brothers, so we are more than willing to give our lives for the kingdom. A soldier's duty is to protect and serve their people, ready to make the ultimate sacrifice if necessary, so I urge you all… trust your soldiers and trust us."

The words of Faye touched the remaining councilors at their core, even Lionheart. For the first time in many years, had someone walked into the council chambers and spoke on behalf of the MSDF soldiers, soldiers who's lives many had taken for granted and had shown not so much as a tear for the lose of life. "I propose that we mobilize our forces to protect Mistral. All available soldiers on unnecessary guard duty are to focus on evacuating the civilians to Haven Academy while the police secure every piece of evidence, dust and weapons from the warehouses and give the necessary treatment to the people being held in the warehouses. Our top priority should be the safety of the citizens. All in agreement." Yuki proposed.

The rest of the council voted unanimously in agreement with her proposal, including Taro who ordered the immediate mobilization of the MSDF soldiers stationed in and around the city. "Kara, I'm so sorry about what happened. I had a strong suspicion that councilmen Chang was involved with the death of your father, but I had no evidence. I understand if you don't forgive me for not telling you sooner, but I am asking you to trust me, it's what your father would want." Taro said to the young girl.

Kara sniffled and wiped away her tears before she smiled at the councilor. "Alright, I trust you." Kara replied and smiled.

Two days later, the evacuation of the city was near eighty percent complete as the MSDF, clone and rebel soldiers along with volunteers from the Vale armed forces assembled fortifications which included a minefield along the main route to the city. SPHA's, Stompers and ATPT's were positioned on high ground for artillery and anti-aircraft positions while ATTE's, TX-130's, AAC-1's, Turbo Tanks, Dozers, Sharks, Seekers, Demons, Screamers, Hoppers and MSDF tanks backed up the soldiers in the trenches that were hastily dug with the help of excavators and other construction vehicles.

Gunships continued to transport soldiers and supplies to the forces below while also bringing the people recovered from the warehouses to an outpost far away from the city for medical treatment. A single gunship flew over the head of Staff Sergeant Matthew Baker, Vale 101st Airborne Division, Recon Division 3rd squad. With him were Corporal's Sam Corrion, Thomas Zanovich, Franklin Paddock, Jacob Campbell, PFC's Mike Dawson, Dale McCreary, Gary Jasper, Jack Courtland, James Roselli, Technician 5th Grade/Radio Operator Nathan Holden and Private Timothy Connor, all of whom were veterans of the Fall of Beacon.

"Can't believe we got called all the way to Anima to defend the city from a bunch of alien ass looking Grimm. These MSDF guys are pretty good and all, but even with all of us, those Grimm are going to be a hell of a nuisance, especially for the flyboys." Corrion stated as he watched several MSDF soldiers of Rhino 2-0 pass ammo boxes to the machine gunners of several tank crews. "The Rhino's and Timber Wolfs were supposed to be sent to Mistral guys after the Vytal festival but then shit hit the fan with that whole invasion. I can get being cautious and all that, but why didn't anyone help us out when our home was overrun with Grimm?"

"What about old Ironwood? That guy was practically the reason Vale was turned into a battlefield. Atlas has always been known for their harsh treatment of the Faunus so naturally I can understand the White Fang going after them and the SDC, but attacking innocent students, spectators and us? What the hell is wrong with their high leader!? I thought Sienna Khan was a lady who never wanted to go to war?" John questioned.

"Whatever their reasons were, the White Fang crossed the line when they allied themselves with that Cinder woman and the Empire. Releasing Grimm into the school and city was a step to far along with attacking innocent civilians. I don't care if any of you hate them or not, but I won't tolerate anyone of you killing those who have surrendered." Matthew reminded his squad mates.

"You've got anything to worry, Baker. We're not like those idiots with the human superiority views like those in Atlas. Besides, I might be from Atlas myself that doesn't mean I'm one of Ironwoods machines that follows any orders sent to their mainframe. Just give me a weapon, armor, ammo and I'll fight damn hard to protect the people. I don't need any of that fancy armor or firepower those bigots have." Dawson assured Baker.

"That's what I like to hear from soldiers like you lot." Rex said as he and his brothers in the 501st walked towards them. "We're brothers in arms, we fight together as one unit. Remember your training and you'll survive, but always remember to adapt to the situation. It's how we'll make it through this." The 501st captain told the men.

"Yes sir." They all responded with a salute.

At the same time, Galen, March, Arthur, Cody, Waxer and Boil along with Joan, Faye and Hazama kept their eyes on the main road leading to Mistral from one of the SPHA's. "Waxer, Boil. Anything on scopes?" Cody asked the two 212th ARC Troopers.

"Nothing yet, sir. Those Grimm haven't shown up yet. I don't like it. We didn't tell anyone about our defensive strategy, so there's no way in hell that Salem knows about it. If she does, I think we both know what that means." Boil reported.

"That the Grimm are a lot smarter than we thought. Sounds kind of crazy, doesn't it? Someone controlling the Grimm. Sounds like something out of a comic book." Hazama said in agreement, having been told about Salem along with the rest of the Rhino Company. "Glad you guys didn't keep us in the dark and told us the truth, sure it's hard to believe but it does explain a lot."

"It was a risk, but a risk we will take full responsibility for. Still, I don't like the idea of Jaune and his friends being here with us. It's too dangerous considering that many of these Grimm are new types you reported, not that I don't doubt their skills or anything." Joan voiced in concern.

"Jaune and the others are tougher than you give them credit for. Besides, we stationed Kara and Oscar back at Haven with Ahsoka. If the Grimm get through, then at least those people will have some means of protection." Galen assured the blonde-haired female Arc before she and Faye head back to Haven.

"Hey! I got something!" Waxer called out getting everyone's attention. "I've got movement coming down the road, looks like it's the horde. Their coming!" he shouted urgently.

"Sound the alarm!" Hazama shouted and was about to trigger the alarm when the minefield suddenly erupted to life. "Did they trigger the minefield!?"

"I can't see anything with all the smoke!"

"No, they're using Creeps to clear out the minefield, clearing a path for the bigger Grimm." Galen shouted as a series of the more armored bug type Grimm burned through the forest with their flamethrowers. "Open Fire!" he shouted into his scroll.

Every single trooper heard his shout and opened up with their weapons. Blaster bolts and bullets ripped through the Grimm as MASDF fighters and bombers, the Silber Team, clone and rebel fighters roared through the air towards the incoming horde of Grimm. The defense of Mistral had begun.

(Never Back Down starts)

The warrior-bug based Grimm along with a horde of Ursa's and Beowolf's charged at the trenches only to be ripped apart by a barrage of weapons fire as Itami and his company along with Fordo, Alpha, Stec and the soldiers of the Muunilinst 10. Kuribayashi, now fully recovered from her wounds unloaded her machine gun on the incoming Grimm, downing several of them as Rebel T-47 air speeders flew overhead in an attack run on several of the armored ones that began to launch fireballs at the trench lines.

"Glad I'm not dead, because I've got plenty of ammo for all of you bastards!" the buxom twenty-one-year-old Sergeant shouted as she unleashed another burst of gunfire at incoming enemies. The rest of the Third Recon Unit backed her up along with the ARC-Troopers while mass-driver rounds slammed into horde of dark creatures.

Ruby, Weiss, Yang, Arthur, March, Ren and Nora hacked, slashed and blasted away as the Grimm advanced on their trench. Ruby slashed at one of the Arachnid based Grimm with her lightsaber, severing its legs before thrusting her green blade into its face. Twisting her lightsaber, she disconnected it into two separate lightsabers which she used in a Jar'Kai fashion slashing at the Grimm while her sister opened up with her M5.

Weiss followed up blaster fire from her DC-17 and a glyph of fire projectiles that burned several Grimm to ashes while Nora unloaded on the Grimm with her trusty Warhammer/grenade launcher, laughing away as the Grimm flew into the air where March riddled them with blaster fire. "Hit em' hard! Keep up that field of fire!" March said with a laugh as he kept his finger on the trigger of his DLT-19 before it overheated and he whipped out his V-6D. "Bet I can blast more than you, Nora!"

"You're on!" Nora responded and fired another six-pack of grenades from her launcher, blowing several Grimm to bits. "I got twelve!"

March was about to say how many he blew up as he loaded up another five grenades into his launcher, only to have a Beowolf smack him across chest and into a parked Shark that had no driver. "Forget using grenades! I'm going for all wheel drive!" he shouted, jumped into the driver's seat and hit the gas, flying over the trench with machine guns blazing and crushing a few Grimm. "I've got fifteen!"

"Hey! That's no fair!" Nora challenge before she too took a hit from a Beowolf that managed to break her aura long enough for one of the new Grimm to get behind her and slash at her back, causing her to cry out in pain.

"NORA!" Ren shouted as raced back to his teammate and downed the Grimm with his dual DH-17's. "Nora, hang in there!" he was worried for Nora as the back of her clothing was ripped and blood was starting to pour from her wound. "Get her back to Haven! Hurry!" Ren shouted as a Hellcat landed nearby, quickly placing the injured girl into the empty seat before the hovercraft lifted off.

"Vile monsters!" Arthur snarled and kept his finger on the trigger of his sword's blaster mode, downing multiple Grimm in anger after seeing what happened to Nora. More fireballs slammed into the ground around them as more of the armored bug like Grimm continued to pound their forces.

"Just keep fighting!" Galen shouted as he flew overhead in a dozer, using its bladed plow and ran over several Grimm while firing the vehicles forward mounted heavy machine gun. "We can't let them get any further!" he shouted before a well-aimed shot from a Widow destroyed his vehicle, but not before he jumped out just in time.

(End Song)

That was easier said than done as all across the defensive perimeter the MSDF, Clone and Rebel forces were starting to take loses as the new flying type Grimm slammed themselves into the artillery in a kamikaze style attack. Baker and his squad saw this as they, Rex, Echo, Hevy, Hardcase, Kix, Aayla and Bly began to lay down covering fire as the retreat began. MASDF, Rebel and Clone fighters continued to engage the airborne Grimm while providing close air support as the brave soldiers began to fall back to their secondary defensive line, allowing the Grimm to run over the fallen soldiers. "Covering Fire!" Baker yelled as the brave 101st airborne soldiers sprayed the enemy with bullets, allowing several soldiers to fall back to the secondary lines.

High above the planet, the Galm and Garuda Teams had dropped out of hyperspace over the planet and headed towards Mistral with Ray leading the charge. Having been delayed for two days due to increased imperial activity, the six-man formation of planes broke through the atmosphere over Anima the moment their copilots picked up a transmission from Shinn Kazama, an acquaintance of the Galm Team and Mickey of an increased enemy presence near Mistral.

Not wanting to let an old comrade down, the pilots kicked their planes into full-after burner on a direct course to Mistral with Neo arming all of her SFFS bombs.

Meanwhile, Shinn had downed several of the new aerial-based Grimm with his twin 20mm's before he began to take fire from several Yellow Jackets that were on his six. Jinking in one direction or another, Shin desperately tried to shake his pursuers off his tail as the warning alarm in his helmet alerted him that an enemy had a lock on him. Suddenly and to his surprise, the Yellow Jackets were brought down by a barrage of laser fire which Shin assumed to have come from a friendly aircraft, but to his surprise he saw that his saviors were none other the Galm and Garuda Teams. "Hey there, Shin. You're not going to let a bunch of ugly Grimm machine hybrids get the better of you now, are you, old buddy." Mickey said over the radio.

"No, Mickey. I was just trying to shake them. Glad to see you again. Am I to assume that you're with the Garuda and Galm teams?" Shin responded.

"You got that right, Kazama. But you can thank Garuda 1 for that, he had a strong feeling that something was wrong so we came back as quick as we could. Didn't expect to find this mess." Neo responded as she dropped all of her bombs onto the horde below her. "Then again, my brother and I were planning on coming back anyway."

"Cut the chatter. Garuda 1 to Galm Team, engage the enemy." Ray ordered, snapping his F14 to the left and headed after the enemy with his wingmen right beside him. "Kick the tires and light the fires, we're going in!"

(Start Danger Zone)

Diving towards a formation of aerial Grimm, Ray, Neo and Mickey unleashed a barrage of gunfire that riddled multiple Grimm with bullets forcing them to break off their attack run on a piece of allied artillery. Artillery which was the only thing preventing the bigger armored bug like Grimm from making it close to the city and the retreating forces.

An X-Wing with a Yellow Jacket on its tail flew past Neo's nose followed by an ARC-170 who's cannons were roaring as it gave chase. A Y-Wing of the rebellion was blown out of the sky when a fireball from a Manticore impacted one of the fighter-bombers engines and exploded. "What the hell is with all these Grimm!? Where did they all come from!? What's drawing them to Mistral!?" Neo questioned, jinking her Strike Dagger hard left into as a Yellow Jacket's shots missed her.

"Silber 1 to Garuda 2. Your guess is as good as the rest of ours. It's probably from the fear everyone in the city is giving off with the Grimm attack. An attack of this magnitude has happened before, but that was before these new bastards showed up." Dietrich responded over the radio, jinking hard to avoid getting skewered by a series of Nevermore feathers. "Silber 1 to all pilots, prioritize on the enemies going after the artillery. If we lose them, we won't be able to stop those big guys."

As he spoke, an F105 took a direct hit from a Sphinx's fireball and slammed into the ground, skidding into the horde of Grimm before it exploded. "Aizawa's down!" a pilot called out.

"These bastards are starting to piss me off!" Ray snarled and broke off from his squadron and gave chase after a group of Yellow Jackets going after several T-47s. Closing the gap between him and the Grimm, he shouted, "Fox 3!" and launched all of his XLAA's at his targets, breaking off as his targets were blown to bits and saving the air speeder pilots.

His aircraft soon shuttered, and his shields dropped down. Craning his neck, Ray spotted he had a pair of Manticores on his tail launching fireballs at him. Jinking left and right, he weaved in and out between the fireballs as the aerial Grimm overshot him, ending up directly in his gunsights. "Eat lead!" he snarled and pulled the trigger, firing a quick burst at the Manticores turning into bits of flesh and bone that vanished quickly. As he scanned for targets, he spotted something out of the corner of his eye, a flight of eight unknown fighters that bore a resemblance to a version of a TIE Fighter Rebel intelligence had heard rumors about, but before he could get a good look at them the unknowns made a hasty retreat from the airspace. "R5, you recorded that, right?" he asked his copilot who beeped in response just before his plane took another hit.

This time the projectile was a pair of black feathers from a Nevermore that screeched as it pursued him. Another flight of feathers flew past him, but Ray banked hard left to avoid the feathers and dived down towards the oncoming horde of Grimm that was rapidly advancing towards the city, bracketed by the projectiles by the Widows below. With the throttle wide open and raw jet wash exiting his engines, Ray kept his eyes on his altitude until he was about five-hundred feet above the ground and pulled up just in time while the Nevermore slammed into the ground at top speed, killing it and several Grimm below. "Hah! How do you like it, bastard!" he shouted over the radio as he spotted the Galm Team making a diving run at the ground-based Grimm.

The Galm Team along with Shin and Kamikoda immediately gave chase after a swarm of airborne Grimm, firing their missiles and guns at their targets downing an astonishing twenty of them. "Mickey, you have any ideas on what the hell these things are? They don't appear to be any of the regular Grimm we've encountered over the years." Shin asked over the radio.

"From what I heard; these new ones are based off some kind of alien bugs the Jedi fought against years ago. But these bastards are supposed to be extinct. Where in the hell did, they come from?" Mickey answered from the cockpit of his own F14, cursing as a friendly pair of F2's were shot down. "Damn it!"

"Let's make sure these pilots and soldiers are avenged by taking as many of these bastards down as possible!" Cipher called out, downing a Sphinx with a burst of cannon fire while a Nevermore was blown apart by one of Pixy's missiles.

Missiles launched from several nearby Missile Crawlers streaked through the air and slammed into multiple Nevermore's, Sphinx's and Manticores as more artillery fire rained down on the Grimm. An explosion from one of the SPHA's lit the sky up. "Damn it! You bastards!" Ray snarled yet again, pulling a sharp one-hundred-eighty-degree right turn, positioning himself for an attack run on the armored beetle Grimm with Shin and several T-47's. "Guns!" he called out as the cannons of the aircraft roared to life and ripped through the heads of the Grimm. "Their heads are the weak spot! All personal! The head of the armored beetle Grimm is the weak spot! I say again, the head is the weak spot!" he called out.

The Grimm they killed weaken the enemy's artillery power, but their attacks had reduced the number of their own artillery down to about eight dozen pieces. The walkers and tanks were continuing to pour it on incoming creatures. His headset tone blared in his ears as he looked onto a target, a single Widow. "Fox 2!" he shouted and fired the last of his missiles. His two short-range missiles slammed into the Manti-based ground Grimm, sending bits of droid components flying before his wingmen flew overhead taking out the targets tailing him.

More Grimm kept on coming but Ray was undaunted by the numbers and unleashed a barrage of gunfire that riddled them with holes. More Grimm got in his tail and started to launch fireballs and feathers at him, trying to shoot him down. R5 whined out in alarm as the Grimm kept on launching projectiles at him, but Ray had a plan. "Ray! Get out of there! You're going to get killed!" Neo shouted in alarm.

"I'm bringing him in closer, Neo." he stated.

"You're gonna do what!?" she protested.

"I'm going to hit the brakes and let them fly on past." He clarified as the Grimm drew closer and closer to him. Time seemed to slow down as the bodies of the Sphinx's glowed red, readying their fireball attacks when at the last second, Ray slammed on his brakes, got behind the Grimm and downed them with a barrage of cannon fire. "That's how we do it in the rebellion!" he cheered.

(End song)

His radio soon came to life as a call came out that Grimm had somehow managed to break into Haven and were attacking the civilians. "Damn it! Neo! Form up and have the droids take over. Switch to lasers, we're going to Haven! We got Grimm inside the school, and they need an ass kicking!" he called out.

"Roger that!" Neo replied and formed up on his wing, climbing rapidly as they approached the school. Once they were close enough, they opened their canopies and jumped out of their planes, freefalling to the ground below.

Below them in the courtyard of Haven Academy, Mistral Police fired back as multiple Beowolves leapt over the wall and charged towards them. Somehow, several dozen Grimm managed to get by the defensive perimeter created and got into the school, catching the defenders off guard. Several police officers were killed but thankfully, Jaune, Kara and Joan were at Haven to protect the civilians.

With both his sword and lightsaber in hand, Jaune hacked a Beowolf to pieces before grabbing another with the force and sent them flying into two more Grimm. He ducked down to avoid the claws of another wolf-life Grimm before he took its head off. "Hold your ground! We can't let these Grimm get past us!" he called out.

"We know that little brother!" Joan shouted back, thrusting the bayonet of her rifle into the head of a Ursa before she pulled the trigger and took its head off. She then leapt back to avoid getting hit by another Ursa's claws, changing her rifle into a lance which she quickly thrusted into the Ursa's gut before pulling her weapon out and transforming it into a sword, slashing the Ursa across the chest killing it before she raised her weapon to block several swipes from a Beowolves claw. 'Could Galen be right? Could Lionheart have something to do with how Cinder and her allies managed to infiltrate both Haven and Beacon? I trusted the headmaster, but if he has sided with Salem what does he have to gain?' Joan thought as she leapt back, transforming her weapon into its rifle mode once again and fired off a couple of bursts at the Grimm.

"Can't we just focus on the enemy in front of us rather than the enemy we suspect to be inside with us!?" Kara shouted back, reloading her assault rifle/mini gun with a fresh magazine before she pulled the trigger. Her weapon was slow to spin up, but after a while a long-concentrated burst of fire dust infused bullets lit the Grimm on fire as they fell over and died. 'I might still be upset about the man who had my father killed, but I will not allow myself to be seduced by the dark side. I am a Jedi, like my master.' Kara thought to herself, failing to notice an Ursa had managed to sneak up on her.

Faye did the moment she slashed another Grimm and looked in her direction. "KARA!" she shouted but her warning came too late as the Grimm swung it's claws and knocked Kara into one of the empty classrooms, breaking the wall and knocking her aura down with a single blow.

Kara groaned as she came too and looked to see the Grimm that knocked her down loomed over her, drool dripping from its mouth onto her weapon which she noticed was still intact. She made a grab for it, but the Grimm was much faster and was about to sink its teeth into her neck. She screamed on instinct, believing it to be the end of her when to her surprise, the Grimm stopped in it's tracks and fell backwards before its body dissipated into mist. "Are you ok?" a voice asked.

Kara looked up to see standing before her in his new olive-green custom made Mandalorian armor was Ray himself, a combat knife in his hand which he used to kill the Grimm. "Who are you?" Kara asked, pulling herself to her feet and grabbing her weapon.

(Mjolnir Mix starts)

"A friend." Trigger answered before he turned around and sprinted towards the Grimm. He drew back his fist and fired his flamethrower, burning several Grimm alive while Neo, armed with her new shotgun jammed the barrel into the head of an Ursa and blew it clean off. "Let's push the bastards back!" Ray shouted, drawing his rifle in its machine gun mode and opened up on the Grimm. A hail of bullets from his weapon downed five Grimm like they were made of cheap paper. "Let's move it!" He shouted to his sister and the others.

Faye, Kara, Joan and Jaune nodded their heads as the ever-energetic Wrecker along with the rest of the Bad Batch joined up with and began to move through the incoming Grimm. Blaster bolts and bullets ripped through the Grimm's fur and bone armor as a path was made through the horde. Her shotgun empty, Neo shouldered it and pulled out her SMG's which were an exact copy of Ray's own sidearms. Her weapons loaded up, she pulled the triggers as she charged towards the Grimm, ducking down to avoid the swings of Grimm claws.

One Grimm was able to get in a lucky hit, only for their claws to shatter when they came in contact with the Beskar. "Grimm can't beat Beskar!" she chuckled, dropping down her weapons to reload them allowing Wrecker to charge in and tackle an Ursa like a linebacker, using his immense strength to lift the Grimm up before he tossed it through the gate and down a flight of stairs, where it exploded and took out several Grimm thanks to a grenade, he stuck to the bear Grimm's back.

"No way! Trigger!? Countess!? Where have you two been? You've been missing out on all the fun!" Wrecker asked in surprise.

"Tell you later! We got a job to do!" Ray answered and sprinted ahead of them firing his weapon at any Grimm that were still coming up the stairs. His Grimm kill count continued to rise as he singlehandedly cleared the entire stair way, allowing the group behind him to make their way down to the final defensive line at the base of the mountain. "Hold the line! Get on those machine guns! Tear these bastards a new asshole! Rockets! Target those armored ones in the rear, aim for the head! Get those guns running hot! We got to push them back towards the secondary position! We need those tanks!" Ray shouted, shifting his weapon to assault rifle mode before he once again charged at the Grimm.

"I like this guy even more now! YEAH!" Wrecker shouted and followed after Trigger, along with his squad, Faye, Kara and Neo while Jaune and Joan joined up with their friends. As the eight-person squad charged the Grimm, the creatures turned their attention towards them and charged them as well. Kara riddled a few Grimm with bullets from her weapon while Faye dashed in and slashed the legs off several of the Arachnid based Grimm with her lightsaber, using them as improvised projectiles that she sent into the Grimm flyers, killing them.

Wrecker fired a grenade from his DC-17's launcher, blowing several Grimm to bits before he lobbed a detonator which stuck itself to an Ursa and like before exploded, taking out several more Grimm. The muscular clone than whipped out his shotgun and fired it along with his blaster at the same time. "YEAAAAHHHHH!" Wrecker shouted as his firepower downed Grimm after Grimm. "Is that all you bastards got! I can take you all on with one hand tied behind my back!" he goaded.

"That would prevent you from using two weapons at once." Tech pointed out as he unloaded a full magazine from his carbine taking out several Grimm, some of them were downed instantly when his rounds hit an area that separated its head and legs. "I think I've pinpointed the weak point of these creatures. They have the same nerve stem as the actual Arachnids!" Tech called out, reloading his carbine quickly before he lobbed a grenade at the Grimm.

"Then let's go destroy some nerve stems!" Neo exclaimed, rolling out of the way from a pair of legs from one of the Arachnid based Grimm before she blasted it with her shotgun, killing it with a single shot. Crosshair followed suit and sniped them from behind her as she kept on blasting away. "You bastards aren't ripping me apart!" she shouted.

"Tone it down a bit. You'll get yourself killed if you got too cocky." Crosshair reminded the multi-color haired girl, hitting several nerve stems more quickly than Neo did. "Besides, a shotgun is only good for close quarters. At this range, you'd be lucky to get a headshot."

"Stow it, Crosshair and just keep moving!" Hunter yelled as he and Ray slide along the ground, firing their rifles at the Grimm. "We need to get to the second trench line. We need those vehicles!" he added. A burst from his rifle downed another few Grimm before he had to reload. As he did, he almost got himself killed by the Grimm had it not been for Trigger who pushed him out of the way and threw the Grimm with the force. "Thanks kid. I ow you one."

"Thank me by telling me everything you know about the headmaster of Haven!" Ray responded, shouldering his rifle before he threw his lightsabers towards the Grimm, followed by a swarm of whistling birds that staggered the Grimm long enough for Hunter to gun them down.

Kara, who's rifle was out of ammo shouldered her weapon and drew her lightsaber, standing alongside Faye who smiled at her padawan. Both of them slashed at the Grimm in their path, using the force to push them back. "Your mind is focused on the current situation. I believe that you are more concerned about the city than the man who ordered your father's death." Faye noted.

"Frankly, master. I could care less about what that man did. Right now, all I care about is defending the city my father and I called our second home." Kara admitted, slashing an Ursa across the chest with her green blade.

The soldiers defending the last line of defense watched as these eight individuals carved a path right through the Grimm horde towards the tanks that were abandoned in their retreat. The sight made their moral rise before Baker shouted to the rest of the defenders. "Let's go! Charge!" the Sergeant shouted.

The clones, rebel soldiers, Vale and MSDF soldiers along with Ruby, Galen and the rest of their friends followed his lead and with a battle cry, followed their lead. The weapons fire being sent towards the Grimm was like a hundred runway freight trains vaporizing anything in their path, which was proven even more truer when Galen leapt overhead and unleashed one of his most powerful kinetic explosions that disintegrated every single Grimm ahead of the second defensive line. "Now that's something I missed seeing." Ray admitted as he and the rest of the defenders began to dig themselves in for a fight.

(End song)

"We got more company coming our way!" Rex shouted as more and more Grimm started to arrive. "Everybody dig in and hold this position. We will not let these monsters take Mistral! If we turn and run now, those people in the school will be defenseless. Anyone have another plan, that's fine but we are not running away! Show them what we soldiers can do!" the captain of the 501st shouted as everyone maned the abandoned vehicles and machine guns.

The Grimm horde came within firing distance before every single person unleashed hell.

(Soldiers starts)

A literal hail of bullets and blaster bolts roared through the air towards the incoming Grimm downing multiple creatures followed by multiple grenades thrown in the direction of the horde, exploding and taking out more of the enemy.

Rifle grenades were launched by the MSDF soldiers while an ARC-Trooper with a quad-blaster downed several of the Arachnid based Grimm with the heavy weapon. A Rocket Launcher totting Wrecker fired his only rocket at one of the beetle like Grimm, hitting it dead in the head. "One less headache to worry about!" the heavy trooper joked before he dropped the launcher.

Kara and Faye hopped into a Shark that was still in its position and opened up with the vehicles machine guns, downing multiple Grimm while March used the last of his Mortar Launcher's rounds, killing more of the Grimm. "Normally I would be insane at a time like this, but now isn't the time for insanity!" the Rabbit Faunus shouted before he dropped his launcher and picked up his heavy blaster rifle and opened up on the Grimm.

The 3rd Recon Company and Baker's squad manned a pair of nearby mortars and began to drop rounds on the Grimm. Explosive shells rained down on the Grimm while Hevy and Hardcase laid down some covering fire to keep their heads from being taken off. "Let's bring the rain!" Itami stated as Shino smiled at the slacker of leader was finally showing some commitment to his work for the first time in what seemed like years.

"Hit them hard!" Baker shouted and fired off a few mortar rounds.

A couple of Grimm managed to make it past the gunfire and wounded a few soldiers, but Kix, Echo and Kurokawa were able to pull them to safety as Aayla and Bly engaged the Grimm. "Commander! Thermal Detonators!" Aayla shouted.

"Got it, general!" Bly responded, primed a detonator and threw it towards the Grimm, with Aayla giving it an extra push with the force. Both of the 327th leaders kept on the pressure as the number of Grimm was starting to dwindle.

Fordo, Stec and Alpha followed their leads with Ruby guiding their grenades with the Force while her sister and teammate blasted away at the Grimm with blaster fire and glyph-based projectiles. "Keep on them! We got this!" Ruby called out as Arthur leapt over her head with Excalibur in its sword mode and began to slash at the Grimm with his sword. "Arthurs got the right idea!" she said to herself and drew her trusty scythe and began to hack away at the Grimm.

Up in the air, the Galm Team, Mickey, Shin and the other pilots continued to engage the enemy airborne Grimm while providing air support for the ground forces. The Silber Team, having just returned from resupplying made an attack run on the ground forces dropping fire dust bombs on the Grimm, burning them to cinders as LAAT's fired their missiles at horde, killing hundreds of Grimm. "I'm not going to let Mistral fall!" Shin snarled and fired his planes cannons at a Nevermore, which spiraled down and skidded into the ground-based Grimm, before it dissipated into black mist.

Rex stood side-by-side with Ahsoka who slashed at the Grimm with her lightsabers while the good Captain blasted them with his pistols. Ray, Cody, Waxer, Boil and Neo joined the two of them held their position. Ray kicked an Ursa in the chest before he drove his blue saber into its chest, killing it. "So, be honest, did you miss me?" he asked Ahsoka who just smiled at him.

"Fight now, flirt later!" Neo scolded in a playful manner, loading shells into her shotgun before she drew the Dark Saber and slashed at the Grimm with it's black blade. "For Mandalore!" She shouted.

"For the Republic!" Rex shouted.

"For Remnant!" Ray shouted.

"For the Galaxy!" Ahsoka shouted.

"For the Jedi!" Cody shouted!

"For Mistral!" everyone shouted as they continued to hold the line until finally the Grimm horde was defeated.

(End Song)

Cries of victory echoed throughout the as the calls all military frequencies reported the same thing. The Grimm had been defeated but at a great cost of many lives. While the soldiers were cheering, Galen had a feeling that there was something else behind this attack and that either this was Salem's doing, or Cinder planned this all on her own.

"I sense a great deception among us and it's stronger than before." He said to himself as he looked to the bodies of the fallen soldiers who made the ultimate sacrifice. Standing at attention, he saluted the fallen warriors and made a vow to never forget their sacrifice and to ensure that Salem would never win.

And I have finished. Talk about a long chapter.

So, these new Grimm are basically the Warrior, Tanker and Hopper bugs of the Arachnid species from Starship Troopers, which like the Manti exist in this universe of Star Wars. Figured I'd once again make things interesting.

Itami and crew are from Gate, which I might I add I included them because I like the series and I hope there is more for the anime coming. Shin Kazama, like Mickey is from Area 88, the series that made me fall in love with the F20.

Matthew Baker and the Vale 101st airborne soldiers are from Brothers In Arms, a great game and I hope finally concludes before I kick the bucket, when ever that is. I tell you, that is a tough game but a fun one.

Kara's father was murdered by the White Fang who were paid by a member of the Mistral Council so he could sell his weapons to criminal groups but has been arrested along with the corrupt members of the council.

Ray and Neo's armor has been modified to that of the Mjolnir Armor from Halo. More specifically, the Mark 6 used by the Master Chief and Noble Six's armor. Figured since Rooster Teeth did Red vs Blue, which is basically Halo, I'd give them an altered version of their Mandalorian armor. Quick reminder, it has no shields or enhances their physical strength.

The Grimm attack on Mistral has failed, but it was not Salem's true plan. That plan will still occur, with someone finally getting their ass handed to them. Won't say who though.

The F105 Thunderbolt is the F105 Thunderchief and the Silber Team is from Ace Combat Zero.

Anyway, next chapter will be something less action packed and more on the romance side with kimonos and the festival that Galen saw a flyer for a couple of chapters back. I've got kimonos for Ruby, Yang, Weiss and Kara but I not for Ahsoka, Neo or Faye. If you all have one for those three, please leave the ideas in either a review or send me a PM. I really, really could use some help with that.

Oh, Neo's shotgun is the M90 from Halo.

So, until next time, please read and review. Oh, and before I forget and anyone even thinks it, I did not kill Nora, she was wounded.