Greetings everyone! How are you doing? I hope you are all fine and kicking!

Ch. 64 is here. I hope you enjoy it!

Also, I have an important announcement to make. I am going on a two-week vacation, so next chapter will be updated on the first Wednesday of August, unless I am able to write faster than I expect myself to. I hope I will manage to make it a double one, to make up for the delay.

As always, thank you so much for following/commenting/favoring/ simply reading the story!

I wish you all to have a fantastic second half of July and be well! See you all in three weeks!


"Ilia!" Blake charged at Fenris, whirling Nightfall around. The wolf-man jumped backwards and stood in front of the door, allowing her to reach her bleeding friend.

A wicked, gleeful smile appeared on his face, evident of the pleasure he was getting by seeing Blake's reaction. But the cat-girl didn't care. She knelt next to Ilia's body and checked the chameleon girl's condition.

She is breathing... her wounds are shallower than they seemed. That's good Blake glared at Fenris who chuckled. "She is exceptionally well trained" he said "she avoided taking a deep hit, despite her surprise."

"Gahhh…" the chameleon girl whimpered "Shhh…" Blake cut her groan "take this" she gave her a hemostat bandage and made the girl press it on the wound. "Stay safe; I am getting us out of here" Blake stood up.

Still standing in front of the door, Gray snorted. "You do realize you are lying to her, don't you Blake? There is no way you can defeat me when I am like this" he exhaled deeply, air coming out of his nostrils and jaws.

Nightfall rose and yellow eyes hardened. She knew the situation was bad; she had been pushing all vivid images of her maroon-haired friend getting ripped to shreds away from her mind for the last few minutes.

Calm down, Blake… she eased her breathing as Fenris lowered his legs, ready to charge. Ilia depends on you! You can do this; you have done so many things, far more dangerous than that!

The tension skyrocketed as the Werewolf's body lowered, his powerful jaws opened-

"Dead Wind whispers in the trees…

Spirit of ancient spite it brings…

Tall as house…"

The song was eerie and ominous, breaking the tension. Gray stopped and his feral eyes narrowed in confusion. On the contrary, Blake's heart skipped- for she recognized this wicked, ancient nursery rhyme.

And even more, she recognized the melodious, ethereal and absolutely gorgeous melancholic voice. It resonated through the bloodstained and lightless mausoleum, like a ghostly siren had graced its dark depths.

"CHECKMATE!" she screamed with all her might, hoping the white-clad fairy could listen, before rushing forward. Gray turned around to face her and swung hard with his arm to intercept the faunus girl.

"Oh no you don't!" a human-sized knight jumped down from the opening and sliced at the Werewolf's outstretched arm, creating an opening for Nightfall to cut at his abdomen.

"AAAAGHHH!" the monstrous growl didn't deter the two combatants, as they started moving back and forth, blades in perfect coordination.

Fenris lashed out to claw at the knight- Nightfall parried the block and its broadsword followed through by stabbing his armpit.

He sliced at Blake's legs to throw her off balance- the knight jumped between and deflected the thrust with a kick of its own, letting her whirl and slice down his aura with a cascade of slices.

The monster jumped high and descended at them, jaws and claws moving like a living vice to chew their heads off- the knight back flipped and Blake blinked away, letting him crash down and leave a small crater on the stone-paved floor.

Before he could move away, they both rushed forward. Using glyphs and clones, they danced around the faunus, slicing and stabbing with deadly precision, covering each other from the monster's attacks.

After a series of successful assaults, Fenris fell on his knees with a roar of pain. Blake took advantage of this and jumped away, standing in front of Ilia, as the summoned Grimm slowly faded away.

"I am impressed" Blake said, as Weiss entered the room, Myrtenaster at hand. She was slightly panting and the faunus could see sweat run down her pale white face, but except for that her friend seemed fine.

Gray rose again. Despite the many attacks he had received, his aura was still standing, no visible wounds seen on his body. His usual playful attitude had faded away, primal green eyes gleaming in pure hatred.

"As am I" the pale girl glared at the monster. "Is he even mortal?" she wondered, furring her brows before making eye contact with Blake.

Cyan met bright yellow; this was the only thing needed for Weiss to switch her chamber to ice. "Freezing Knight!" Blake roared at the same moment Fenris attacked her.

Nighfall unfurled and the cat-girl swung hard, making a cloud of blades in order to keep the wolf at bay. "Tough luck, weakling!" he passed by, ignoring any slices that simply chunked away his aura.

This, however, allowed him to quickly reach her. The predator attacked, knowing she couldn't teleport with her weapon in- Blake blinked away.

As soon as she did, Nightfall fell on the floor and the Werewolf's eyes narrowed. How did I fail to see the glyphs form beneath Belladona? He pondered, before Weiss' array hit him head on.

A huge ice shard erupted, trying to engulf him. Weiss cursed inside her mouth, as she once more failed to properly aim. This has to stop! At this point, however, it didn't matter.

The distance was so close and the glyph so wide, it still managed to hit the bandit. Shards of ice pierced his legs and belly, impaling him as his aura broke. Dark red blood started flow down the cold stalagmites.

"GAH!" he suppressed a scream. "GAHH…AHH…ahhh…" he broke free of the ice and fell on the ground, visible holes over the places he had been pierced.

He stood up, seeing Schnee and Belladonna stare at him in a mix of shock and disbelief. The traitor gulped, before composing herself. "You have lost, Gray. Accept your defeat and surrender" she said.

Surrender? Me? He stared at the blood running down his body. His form was still intact; he must have had a little more aura remaining. To whom? To those children? He smiled, raising his head.

"You stupid, ignorant child!" he stared at Blake. "I would never, ever surrender to someone who carries the blood of betrayal." Blake was taken aback. "What do you mean?"

"You Belladonnas" he raised his face to the sky, staring at the ceiling. "And all the faunus who chose to turn their back in the Old Ways, are ignorant of the sins your ancestors carry in your blood."

"You have the nerve-" "AAROOOOOOO!" Weiss' anger exploded, but she was immediately cut off by the man's feral, primal baying. It echoed throughout the entire mausoleum and out in the town, sending shivers down everyone's spine.

Dripping blood, Fenris rose and stared at the two girls. "This is my final act, daughter of the traitors! I shall offer your bodies to the newborn God of the forest, before I join my predecessors in eternal sleep!

He rushed forward at Ilia "NO!" Blake tried to teleport at once, but she knew there was no way to save her friend except for shielding her with her own body. Fenris smiled as she activated her semblance-

And then his smile faded. A sharp, piercing pain filled his back. Blake stood in front of him but, judging from her expression, she was as much shocked as he, staring at the thin blade than protruded from his chest.

"I am sorry" Weiss' voice broke the silence as she pulled Myrtneaster out of his body "but there was no other way… I couldn't risk it." Gray stumbled forward and then fell down, his body crash on the floor.

The two huntresses exchanged a quick glance, before Blake rushed to Ilia's aid and Weiss knelt next to the man, whose body had turned back to its previous form. He had no pulse and had lost tons of blood.

"How is Ilia?" she asked, trying to get rid of the foul taste that filled her mouth. "She is stabilized; those emergency hemostats are truly doing their job" Blake replied. "I see… that's good" she commented.

"Killing never becomes easier; no matter how many times we become forced to do it, does it?" the faunus asked her friend, still bandaging the unconscious girl. "I would do it again to save you two; but it still sucks."

"Heh" Blake chuckled bitterly. "It's good to have you back, Yang" the cat girl remarked on the previous comment. "Thanks, Sun. Your humor is as horrible as always."

Weiss hugged Blake from behind "let's go home; I am exhausted and I want to see Yang as soon as possible." Blake nodded and rubbed her friend's head with her cheek "you took the words out of my mouth."

They stood up and slowly walked over to Fenris. Blake closed her eyes and knelt, doing the same to his. "I hope you repent for your sins in the afterlife, Gray. May your trip be a pleasant one."

She then got up and grabbed Ilia in her arms, hoping the pangs of sadness in her heart would stop once she let this accursed place behind.

-o—

The tunnel seemed endless; a long, cold and dark corridor, illuminated only by the torch she picked up from the dead faunus on her way out.

Sophia Carmel panted and gasped; her breath erratic as the pain in her wrist increased. I shouldn't have stopped to smoke that cigar- my body is in bad shape as it is.

She had managed to escape Schnee's bindings quite easily when the latter went down to assist her friends in their fight, but that was the easy part- the hard was to get out of the tunnel uninterrupted.

But now that she was nearing the exit, Sophia felt all sorts of memories crash down on her, without even realizing why. Maybe I am losing it.

She saw her father smiling tenderly as he hugged her… the same man who hung himself because his wife told him she was banging more men during their marriage than every other woman in her entire life.

Her mother, that snarky smirk all over her face, stared at her in a tired manner when she confronted her about it. "I loved you father, don't misunderstand. It's just who I am- when I want something I take it."

She remembered her mind going blank, her semblance unknowingly and unwillingly activating as she screamed back at her "YOU MONSTER! YOU LOVE NOBODY! YOU SHOULD BE THE ONE TO DIE, NOT DADDY!"

Sophia shook her head and finished another cigar as she walked out of the tunnel in the opening. She knew that reaching Atlas alive was highly unlikely, but if she could find someone to brainwash, maybe she could…

Her mind stopped. The smell of fresh blood hit her nostrils even before her brain could register what her eyes were seeing. Morkvind, Alginos' successor, was standing in front of her in its entire horrid splendor.

Around it, the corpses of a few faunus were spread, possibly belonging to Fenris' men who were guarding the place. She turned around to run, but at once she felt a vine grab her wrist.

"No… NOOO-AAAAAH!" her screams of pain cut the macabre silence, as the vine twisted and broke her ankle with a sickening 'crack' sound. She fell on the ground, her face eating dirt and snow.

"AAAH! AAAAH! AAAH!" her screams became even more rasped; this was the end and she knew it. This thing would grab and eat her alive as it had done to her men.

Her tear-filled eyes were burning as she flipped over her body and drew her gun in a last, desperate attempt to protect her life. But, to her total surprise, the monster didn't even move.

Instead it kept feeding on the corpses ignoring the immobilized woman. She took a deep breath and tried to contain her horror. It's saving me for later! After it is done with them!

She felt her heart nearly stop. The feeding sounds continued, serving to only enhance the terror Sophia was feeling. She would remain stranded there, next to the vile feast, waiting for her turn to be eaten.

Nobody would save her this time; Schnee, Wenge, Peros… all of them were either dead or captured. She would die in the worst way possible; alone and helpless.

Tears run down from her eyes and her hand fell on her side. The stag-headed terror turned to gaze at the new source of negative emotions, but as soon as it realized she was still there, it resumed its meal.

The human-like efficiency this monster showed made her body shiver. She clutched her stomach, trying not to vomit- and her hand touched a small rectangular box in her belt; her radio.

Sophia stared at the small device. Its battery still functioned, it seemed. Not that it could help her at all, even if she could call for support. She was doomed; that was what she thought as she chewed a cigar's edge.

The eerie silence, broken only by the gusts of dead wind and the sound of flesh being ripped, along with the stench of freshly-killed meat must have gotten to her; she was truly losing it.

There was no other explanation for the thoughts that came running to her tired mind. It was either that or her father's words when they had bid her grandfather farewell.

"In the end, Sophia, we are what we leave behind us; nothing more and nothing less. Everything you have done is accounted for at the end of your life, no matter how you chose to live it."

Sophia smiled and let out a bitter laugh as she grabbed the radio and pushed the button. "This is Sophia Carmel; is anyone there?" Honestly, she felt really stupid doing that. What was she expecting? As if-

"I just found out my untied bindings; you have some nerve contacting me" Weiss' voice sounded from the other side, making her eyes open wide. They must have taken Wenge's radio.

She spared a glance towards the Grimm. It didn't even bother; its feral instincts must have been showing she was no visible threat. "Is Wenge with you? Is he alive?" she asked, lips trembling.

"I am not you" the huntress seethed. "He is coming with us; I am going to make sure he answers for his crimes; as will you, Carmel" the voice was cold and absolute, but laced with determination. She liked it.

The CEO saw the Morkvind finish another corpse and move closer. She had very little time left. "The code is Bruhmer" she gulped, licking her dried lips.

"What are you talking about?" another voice, probably Beladonna's, was heard from the radio. "In the topmost floor of the CC building, you will find my office and my personal computer. Wenge will show you in."

Her heart was about to burst from her chest "the code to open it is my favorite brand of chocolates- nobody knows I have a secret stash of it for tough days."

"Have you gone crazy?!" Weiss screamed, startling her "What are you talking about all of a sudden?" The Grimm tore the last corpse in half, audibly gulping.

"Maybe; but I don't have much time left to explain. Inside the PC, you will find a few pieces of information you will very much appreciate I think" she quickly explained.

There was no answer; nothing. Sophia licked her lips. The munching sounds became faster, as did her heartbeat. Finally, after a while, the radio beeped again "why are you telling us this?" Weiss asked.

Sophia exhaled. "You earned it, Schnee. You remained true to yourself, no matter what life threw at you; something I was too weak to do after all. You are far stronger than a dead person like me."

"Carmel? What are you talking about? Where are you?" the anxiety in the pale girl's voice indicated she had finally realized something was off with her assumptions. But, there was no time.

The Grimm stood up and her breath was caught in her throat. It stared at her and for a moment, she thought her heart would stop before she even had a chance to reply.

"The Morkvind is coming for you, Schnee. It's at the entrance of the cave. Get out of here- and please, take Wenge with you." It opened its jaws and started moving towards her.

"WHAT? Sophia! Where ARE YOU?" She smiled, clearly content. "Thank you Weiss; for keeping me company and for calling me Sophia." The large shadow towered over her, black abyssal eyes locking on her body.

"I don't regret what I did" she raised her gun- not towards the monster, but on her head. "But I really wished we could have met under different circumstances" she pulled the trigger before the Grimm attacked.

-o—

A gunshot was the last thing Weiss and Blake heard before the radio went dead. "Sophia?" Weiss pressed the button and asked. "Sophia?" she asked once more, but there was no reply.

Blake, carrying Ilia in her back, stared at her friend. She had Mr. Knight strapped on her own back as well, but Blake was sure the trembling she could see in the petite girl's shoulders was not from the man's weight.

"Sophia Carmel, listen to me!" she pressed the button once more. The cat-girl slowly and carefully walked closer to her. "Do you-" she gulped "do you think you can get away that easily? You have to answer for-"

"Weiss" Blake gently touched the petite girl's shoulder, making her turn around. She was not crying, but the faunus could see sadness inside the cyan eye of hers. "I am sorry, but if what she said is true, we have to-"

"Find the others and get out of here" she turned around and started walking out of the dimly-lit mausoleum. "I wish we can at least gather her body on our way out."

They started running down the stairs, the sickly green light lighting their path. Is it me, or have the flames grown stronger? The yellow-eyed girl thought. "I swear you are so honorable" she exclaimed after a second.

Weiss didn't reply but the faunus was pleased to see the side of her lips slightly curve upwards. All that it remained would be to find the others and get out of here as soon as possible; fighting this was way too risky.

As they reached the end of the staircase, Blake's ears twitched as Weiss let out a small sound. It was a mixture of shock and pleasure; one that usually people let out after a very pleasant surprise.

It was only after a very familiar blonde mane appeared in the other side of the road, flanked by her sister and their friends, that Blake realized the reason behind the pale woman's shock.

I swear; her eyesight turns better than Mom's when Yang is involved. She let out a small laugh as Weiss and Yang charged at each other, the ex-heiress blatantly ignoring the man she carried on her back and- wow that kiss was novel material!

Standing on the opposite side of the street, next to giggling Albus and Alex, Ruby rolled her eyes before storming off to separate Weiss from Yang.

"As exciting as it is to watch my big sister and my partner making out in front of me" she said, putting as much dramatic emphasis as she could muster "we are still in danger, so please get off each other!"

Fiercely blushing, and barely embarrassed at this point, both huntresses broke the kiss. They did enjoy each other's warm embrace nonetheless, barely speaking until Blake appeared.

"Ruby" the two dark-haired girls exchanged a brief yet fond hug. "It's good to see you Blake" she smiled, as a reluctant Yang finally let Weiss out of her hug and the other couple got closer.

"Sorry about that" the tall woman winked at her girlfriend who blushed "but, well, I missed my daily dose of Weiss" she smiled and winked at her partner. However, her grin faded as she saw the serious face Blake was sporting.

"Sorry for getting carried away" the mentioned girl immediately copied the faunus' serious mode "but we have to get moving, everyone. This thing- the Morkvind- is coming to us through the main tunnel."

Everyone save for Blake exchanged concerned gazes. Ruby raised an eyebrow and stared at her partner "tell me what happened; the short version of it."

A few minutes later, they were all standing in the middle of the central road, the unconscious bodies of five Blood Moon members and Wenge Knight carefully placed in front of them, next to a bandaged Ilia.

Blake and Weiss scouted the southern place of the city, ready to sound an alarm the moment those sickly green lights revealed the dreadful silhouette of the stag-headed Grimm come out of the tunnel.

"These are all of them?" Ruby asked Yang who was brushing the sweat off her forehead. "Yup; unless we missed someone, but between Alex's radar and Blakey's eyes I don't believe we did."

"Good" she turned to Alex and Albus, who were catching their breaths in a nearby rock bench. The girl was taking deep breaths, while the boy was looking at a small pill in his right hand.

"I know I said it's our best shot, but you don't have to do it if-" "Ruby" he cut her off "it's not my first time taking an aura-enhancing pill, I will remind you. Besides" he pointed towards the unconscious people.

"No matter how much of a scum all of them are, we can't let them die like this" he completed his talk. "It's not us we are worried about- we are not the ones who will remain back to fight that thing" Alex added.

Ruby sighed deeply, her mind briefly recalling the plan. As soon as the Morkvind would enter, Weiss and Blake would sign the alarm and taunt it towards the village.

Meanwhile, powered by the aura-enhancing pill, Albus would use his shadows and, along with Alex, get the unconscious people through the tunnel. Once out, they would steal Fenris' abandoned car and get away.

This would leave team RWBY deal with the monster. Ruby hoped that even if destroying it proved to be impossible, they could at least elude it until reinforcements arrived.

It was a risky plan, but they would pull through. She had faith; both in her friends to get out in time and in Robyn Hill to have convinced the council in order to assist them.

But above all, she had faith in her team; the three reckless and beyond any doubt stupid girls that had followed her to the literal hell on earth and back so many times in their lives.

She nodded firmly and gave the couple a warm, confident smile. "Get in position; it's time to begin the Grimm hunt."