Hello everyone! How are you all doing? I hope you are as well as you can possibly be!

Chapter 54 is here. As always, I hope you enjoy it!

Thanks again for keeping up with the story, either by following, favoring or simply reading it; you are all awesome.

See you next week and until then, be well!


"Hi-yah!" a quick sweep from Crescent Rose sliced the first few spiders that burst in from the door. The small Grimm were not strong, or tough. Their only advantage was their immense numbers.

And their agility. Ruby groaned as six more swarmed from the opening. Quickly spinning her scythe in a wide arc, she performed a series of horizontal slices.

All six of them evaporated, leaving space for more Arachneas. The huntress sidestepped quickly and cut them down, petals accompanying her movement.

Matthew ran backwards for his gun. He knew the situation was bad; despite never having faced them, every denizen of Solitas was aware of the swarming predators of the frozen wastes.

They were vicious and numerous, able to devour any single being they identified as their prey. They were as efficient as deadly. They were being completely slaughtered.

He had just pulled the gun out, when he found his mind transfixed on the scene before him. Ruby was dancing around the invading horde, using the door to her advantage.

Her oversized scythe whirled, leaving trails of rose petals behind it, as it annihilated as many of them as possible with each movement. Her boots skipped back and forth, prioritizing the ones who tried to climb the walls.

Who the hell is that girl? Snapping out of his trance, he started shooting down those who tried to climb the doorframe.

Released from that particular duty, the girl started pushing forward. The fact her enemies were nearly mindless gave her a distinct advantage as they kept rushing through the narrow opening to their death.

Worst part of it; deep inside her heart she was enjoying this. She needed a chance to blow off some steam the old-fashioned way and lately her enemies had been way too devious for her tastes.

Then, the sound of glass shattering from their left made her realize she was being way too childish about it. "Cover me!" the man kept shooting as she vanished inside a cloud of petals.

Before even fully manifesting, she had already cleaved down the ones that had entered through the window. Performing an aggressive series of attacks, Ruby quickly pushed them back. Then, she activated her semblance.

She burst out from the open window, taking every single Arachnea with her. She stopped down in the front porch, among a horde of seemingly endless spider Grimm.

Before her enemies managed to register her appearance, she had already armed an ice cartridge. She burst back and then shot towards the empty window as soon as she landed in the room.

Ruby didn't even spend a second to see the opening getting filled. She turned and used a couple more shots to seal the front door as well.

The sound of the empty case falling to the ground disrupted the skittering. Matthew raised his weapon and started shooting the ones who had passed through him and climbed up to the ceiling.

There were quite a few of them, however. Ruby's eyes opened wide as she looked at the small predators' mouths and saw the familiar thin, semi-transparent strings coming out of them.

She pushed herself to her limit. Petals scattered around the room, as a crescent tornado of steel swirled around, decapitating every single arachnoid. The few strings they had produced fell down to the floor.

"Don't touch them" she instructed as she landed next to the man. "They are highly poisonous; like a sleeping drug." The man chuckled "I know that; wasn't intending to."

The sound of skittering and thrusting continued, as the countless little bodies, barely visible behind the layer of frost, were trying the walls and cold barriers.

"They will probably not be able to get in" she told the man, as she swiftly changed cartridges again "but shout the moment you see the ice cracking." Without waiting for a confirmation, Ruby ran upstairs.

A few minutes earlier…

Alex and Albus had just stepped into the attic when the window crashed and three small spiders crawled inside the opening. They quickly climbed up, trying to reach the ceiling.

Three quick shots from the albino woman's silver handgun disposed the critters quite quickly. There was no time to dwell on the success however, as many more started swarming through the broken glass.

"Go Melee!" Albus commanded with fervor. The crystal on the tip of his white-blue staff glowed green, as the implemented wind dust got unleashed.

A strong gust hit the opening, preventing any more Arachneas to come in. Those already inside, instantly changed direction and moved to intercept the boy halting their brethren's advance.

With a slightly awkward motion, Alex flipped her gun into a double-sided hand axe. She also flicked her left wrist, releasing a concealed pair of barrels from her silver bracer. She then started humming softly.

"Hi-yah~" whirling her axe, she split the one closest to the boy in half. A few tiny shots evaporated a couple more. Three of them ran to Albus' back, ready to spit their poisonous webs.

"Nah~" she hummed "I can see you~" in a pretty unorthodox way, she jumped behind her boyfriend and cleaved them without even bothering to look at her targets.

"Five to go~" she shot two more in the head. "Three~. Keep the air current going, will you~" she joked while hunting the rest, who had taken advantage of her easygoing manner to leave through the door-

A burst of petals entered the room, Crescent Rose having slaughtered the enemies before Ruby's boots touched the ground. "And that's zero remaining" the bat-girl gave a toothy grin.

The brunette didn't reply to the faunus' antics. She only nodded to the boy, shifting her scythe to rifle mode. Albus deactivated his weapon and almost instantaneously Ruby shot her ice dust, sealing the breach.

No words were exchanged. The red-clad reaper stormed down again to make sure Mr. Moose hadn't encountered any issues.

The boy sat down, eyes trailing all over the room, trying to notice if the creatures could find an opening to get inside again. "Good job" he simply said, checking his weapon.

"Thanks; you were awesome as usual" she pecked his lips and sat down, pressing her back to his, to cover the rest of the room.

The sounds of legs covering the exterior of the house filled their ears, but a few minutes passed without any indication of the Arachneas getting in.

"Everything ok up there!?" Ruby's chipper voice sounded from below. "Yes. How are you doing?" Albus shouted back. "We are fine. Just a little creeped out; stay in place until they leave!"

"Roger!" the man replied again, without getting up. Alex leaned her head backwards and he mimicked it, gently bumping them. "This could be actually kind of romantic, if the spiders were not present."

"Yeah" he softly replied, reaching out to her hand and intertwining their fingers. "You know; I am really worried about them now. This place seems to be as bad as we expected it to."

"Well, you know me" she exclaimed. "Yeah. Right now you are thinking unrealistic but happy thoughts. Care to share?" he tenderly asked.

"Well…" her voice trailed off, before replying. "Let's just say I am fantasizing of them inside a cabin, drinking warm cocoa and laughing at us freaking out over them."

-o—

"I hate this place!" Ilia screamed, whipping her closest spider. "I hate this weather!" she took down another one. "And above all, I fiercely hate those things!"

Blake and Yang stood next to the groaning girl, in front of the ruined house. Around them, the otherwise white terrain was filled in small black crawling terrors.

The storm still prevailed, but it didn't seem to deter the Grimm. It only made their hunt easier; the strong wind interrupted the huntresses' vision and the falling snow chilled them, slowing their responses.

"Remember what happened in Mantle back then?" Blake screamed to Yang. "Yes; we need to go higher, or those things will come from above us!" the fiery blonde replied.

Ilia didn't need any explanation. She jumped backwards on top of a large piece of stone. Immediately as she landed, she used her whip to shock a few Arachneas that squirmed after her.

For Blake, escape was even easier. A couple blinks brought her on top of the collapsed roof, next to the trunk of a very large tree. "We have to keep moving; climb the tree before they do!" she shouted.

Yang threw another pile of rubble on the advancing horde. In terms of affinity she was in her weakest against them; too many targets to hit and too many attacks to deflect.

She was worried what would happen if those things caught up to them while climbing the tree, but it was not that she had a better idea- or time to come up with one.

She ran to the ruins, hoping none would try spit on her back; her aura was still standing, but their poison stung like hell. The sounds of them skittering after her comforted the blonde for a while.

Yang pressed hard on the ground and gave one mighty jump. She landed next to Blake, shaking the remains of the roof. "Careful, will you please?" Ilia glared at her menacingly.

Yang didn't mind of course. Part because she knew how uptight the chameleon girl could be under stress and part because of the Arachneas now climbing the walls and piles of rock to reach them.

"Go!" Blake shouted, as she and Ilia started shooting and whipping the closest ones. The brawler jumped up and grabbed a thick branch, easily positioning herself on top.

"Ilia!" the cat faunus' worried voice made the maroon-headed girl retract her weapon. She jumped upwards and grabbed Yang's protruding hand.

The huntress picked Ilia up and helped her climb even higher on the tree. "Blakey!" she reached out to her partner. "Coming-AGH!"

From the nearby trees and despite the heavy wind, a series of silver strings shot at Blake. Only by instinct, the girl managed to block them with her gun, but immediately felt the webs pulling it away from her.

Simultaneously, the spiders reached the edge of the roof, eager to overwhelm and devour her in their frenzied mania. She tried to pull it off, but to no avail.

Horror filled her very being; she felt trapped. She would die here, getting eaten alive. Thousands of skittering teeth and hungry red eyes would be the last-

"BLAKE!" Ilia screamed in horror and tried to move towards her friend. "ARE YOU CRAZY, KITTEN? JUST LET GO OF THE FUCKING GUN!"

At the last moment, the cat-girl snapped out of her lapse. She immediately let go of her weapon and blinked next to her partner, seeing the cold piece of metal getting dragged away to the swarm.

Her friends exhaled in relief, but she immediately got up and jumped to a higher branch. "We have to get moving! It's a matter of seconds before they reach us here! Let's jump from tree to tree and escape!"

There was not even time for contemplation; Ilia and Yang followed her, mustering every muscle of their body to jump from branch to branch.

It was easier said than done; there were not many branches that could fully and easily support their weight. Even the largest ones were covered in snow and ice, making them slippery and easy to miss.

On top of that, the snow and cold wind slapped their faces, making their movement even harder. Not to mention the hungry predators climbing the trees and running on the ground after them.

In spite of all these, however, they managed to escape. After they created enough distance from the horde, the three girls jumped down and started running away.

"Do we know where we are going!?" Ilia screamed to Blake, who was leading them. "Far away from these!" Yang replied instead. "What about-"

"Trust me, no one hates this more than me!" the tall woman cut the faunus off. "But we are not going to save Weiss if we die here!" she added.

"Less talking, more running!" Blake, panting and gasping, shouted from ahead. "We have to leave them behind us as much as possible!"

Once again, there was no reply from the girls. Ilia lowered her head and ran forward to catch up with her fellow faunus. Yang, on the other hand, balled her fists and gritted her teeth.

Snowpuff, my beautiful Ice Queen; please wait a little longer! I will find you, no matter what!

-o—

It was a snowy day, like most days in Atlas. Her mother's funeral ceremony had just ended. All the well-wishers and pretenders who simply wanted to know what she was planning to do with the company were gone as well.

Dressed in fine black, Sophia stood over Isabella Honey's grave. Kind words, beautiful flowers and tokens of appreciation from her admirers were laid all over the sculpted marble that covered the model's coffin.

She was crying. That she was sure of, but she hadn't yet decided if they were tears of sadness or anger. She only knew one thing. Her mother was not worthy of such kindness; daddy had less than half her farewell gifts.

Then again, her father had less than half her mother's 'friends' and acquaintances.

"Ms. Sophia Carmel?" the mellow voice belonged to a tall man with brown eyes and puffed red cheeks. He wore a black suit that seemed as comical on him as his attempt to comb his messy brown beard.

"Who are you?" she replied, rather rudely. She didn't want to spend even one moment on another flatterer who didn't know anything-

"My condolences" the man replied with a curt nod. "I am Bistre Woodrock; a close colleague of your mother." Her eyes narrowed and she turned to stare at him. "You mean one of her lovers."

His eyes opened, even so slightly "heavens, not even by chance! I consider myself above such things." Her almond-shaped irises narrowed.

"Besides, what nerve would anyone have to attend the funeral of their illegal spouse, who happens to be a married mother?" he continued. "Our relationship was purely one of camaraderie, I ensure you."

"That makes sense. However, you knew her well enough to not be fazed by the mention of her lovers. As if you were already aware of it" Sophia flatly announced.

Bistre solemnly nodded. "You are as smart as she-" "Do not even think relating me to that whore. I don't know what you knew of this woman, but even mentioning I share her traits makes my blood boil."

"That's quite the acceptable request, all things considered" Bistre consented without any protests. "Let me get straight to the point, then. Your mother's death was quite unexpected, as you may know."

She didn't reply. Her gaze merely hardened on the man. "She was tasked from us with a very important mission, Ms. Carmel. That mission now has been stalled due to this unforeseen accident."

She blinked; the man was truly implying something, but… "If you want to talk, then by all means do so. But please, stop beating around the bush, Mr. Woodrock; it offends my intellect."

He didn't even flinch to the blatant offence; instead, he allowed a small grin to grace his features. "What if I told you that I can offer you your mother's place in my team, Ms. Carmel?"

Sophia raised an eyebrow "I would ask you; why should I even accept it?" He kept grinning "because through it, I can grant you knowledge and power to seize even your wildest dreams, my dear child."

Sophia opened her eyes. Wenge's back the first thing that came in view. He was talking to a couple guards; quite passionately by the looks of it.

Quickly, she got on her feet. The man turned around, feeling her movement. "Did you sleep well Madam?" he asked. She checked her watch- she had been sleeping for more than an hour.

"What's the matter?" she ignored his question. The two guards stared at her in hesitation, making her eyes narrow. "The technicians haven't returned yet" Wenge finally said.

What? "Has the antenna been diverted to my laptop, as I asked?" The dark-skinned man shook his head "no, Madam." Her headache returned- along with a sense of looming dread.

"Deal with it" she merely said. "I can trust you with that, can't I?" Wenge's face hardened with determination "of course, Ms. Carmel." He turned to the guards "you two are coming with me" he announced and then led them outside.

He had been expecting it. The moment his men had assured him the technicians were not slacking around in a secured place, Wenge was almost certain they were dead.

The blizzard had fallen hard on the facility and even if nothing had attacked them, they had been frozen to death. That was exactly what he had been expecting to see- a pair of frozen corpses.

But the truth was much more gruesome. As he stood with the two guards on top of the antenna tower, the cold wind slowly sapping his body heat away and the snow obscuring his vision, he felt like he was dreaming. Or having a nightmare.

Because there was no other way to describe the horribly slaughtered remains they were staring at inside the frozen pools of red blood. It could be nothing but a nightmare.

"Did the terrorists get them?!" one of the guards shouted to be heard over the howling wind. "Don't be an idiot!" Wenge shouted back. "Unless they have wild beasts with them, this is Grimm work!"

"But we would have seen anything that stepped inside the facility! We were patrolling up until a few minutes ago!" the other one replied.

"We will discuss this inside!" the head of security declared. "But I am not going to-" "OOOOOOOOOOOOOO!"

The scream pierced their bodies even more than the chilling cold. It was horrible and filled in malice; the likes of which only those who delved the deepest parts of the world had ever come across.

And then, a surge of snow followed. Ignoring every single fundamental law of nature, a giant avalanche swarmed out of the woods, following a straight path towards the buildings.

"Get in the warehouse!" At Wenge's command, all three of them ran down the tower towards the small isolated building, nearly jumping the stairs.

They barely managed to seal the door behind them before the wave hit the facility. Everyone inside the buildings felt the intense shaking, as lights momentarily went off.

Inside the communications room, Sophia had just got up from the floor when two of her men stepped in. "Madam are you-" "Check the prisoners. Now!"

She unzipped her pistol, following her guards to the makeshift prison… with the open door and the two guards knocked unconscious! No…NOOOO!

She slammed inside, only to meet an empty room. Both Kendrick and Schnee had escaped. How? It didn't matter. What mattered was that they did.

She turned around, fuming in anger. "Get those two IMBECILES up! We have to find them!" She picked her radio- "OOOOOOOO!" the sound echoed through the entire facility once more.

The tall, stag-headed Grimm with the pitch-black eyes walked past the main gate. Beowolves the color of pure snow carefully walked around it, slowly advancing inside the snow-covered front yard.

Night would soon fall in the forest. And its King intended to make sure no mortal would live to see it through.