RWBY: Destiny of Remnant

by UGX7

In the wake of the fall Team RNJR sets out to bring Cinder Fall to justice while the new Fall Maiden overlooks her master's plan in Haven City. Meanwhile Weiss tries to help a friend, Yang struggles with the loss of her arm, and Blake deals with guilt over the White Fang. Meanwhile someone from Cinder's past returns and Salem's newest pawn rises. Arkos, WhiteRose, SunnyBees, Renora

28. Taking Back Beacon

RWBY is owned by Rooster Teeth and created by the late Monty Oum.

Read, review, and tell me how I can improve, what you liked and what you didn't. Your feedback is appreciated, thank you! Thanks to all the reviewers, I appreciate all your kind words and thoughts. Seriously, you guys keep me going so share your thoughts. Please try to spread the word about this story so it gets more attention.

RWBY: Destiny of Remnant

Chapter 28: Taking Back Beacon

It had been a week since Ozpin's trial was resolved and while many were not happy with the outcome, as a lot of people were still demanding for his resignation or even a prison sentence, for the most part it looked like Ozpin was welcomed back into the fold.

In the week following the announcement of his intention to reclaim Beacon from the Grimm many Huntsmen and Huntresses came to Vale, volunteering to help with the siege. They didn't know how many, but Glynda had counted over four hundred and she recognized a good many of them, as did Ozpin and Port. Some of the senior teams had even returned to help fight back, since they'd have graduated by now some figured the best way to take out their frustrations of technically not being professional Hunters yet by paying the Grimm back.

They stood at a hotel that served as the temporary headquarters for the Vale resistance against the Grimm. While the city itself was Grimm free the surrounding forests and Beacon Academy were the exact opposite, totally infested with Grimm of every shape, size, and type one could imagine. The hotel stood about a mile away from Beacon but had plenty of room and was close enough to the school so they could attack quickly if they needed to.

Robotic probes created by the Atlas Military had been sent in to investigate the school, see exactly what types of Grimm they would be dealing with, and searching into the various locations of the school in order to determine how badly infested a particular area was or how difficult it would be to recapture it places of strategic value.

The Academy itself was now utterly surrounded on all sides by Hunter camps and the Atlas Military, huge airships overhead and boats of the Atlas Navy flanked the cliff the overlooked the ocean. Ironwood, Ozpin, and Glynda had been devising a plan to retake the school from the Grimm and tomorrow they would finally accomplish it.

In a large meeting room in the hotel Ozpin stood at the head of the large circular table with Ironwood, Glynda, Qrow, Port, Oobleck, Winter, Chamberlain, Henry, Benedict, and several others attending the final strategy meeting.

The plan was to have Qrow, Glynda, Port, and Oobleck to lead as many Huntsmen and Huntresses into the school as possible and obliterate the main Grimm presence with some help with the more well-experienced members of the Atlas Military and the Atlesian Knights, led by Specialists such as Winter. Any Grimm that attempted to flee would be destroyed by the other Atlas soldiers who would create a giant perimeter around the academy. Any that attempted to fly would be shot down by either the airships commanded by Ironwood or the ships at sea commanded by an admiral who commanded the Navy forces named Aqua Nemo, a rather muscular woman in her early forties with tanned skin and light brown hair. She would destroy any flying Grimm that attempted to fly out to sea as well as blitzing up the Grimm who had made their homes on the cliffsides.

"These locations will give us great tactical advantages; we must reclaim them and destroy all Grimm around the areas if we are to achieve victory tomorrow." Ozpin said as a hologram of the massive schools highlighted the tower, the library, the main school area that contained the lecture halls and the sparring chambers, the cafeteria, the library, the weapons forge, the dorms, the training grounds, and the main avenue that led to the school.

"How many Grimm are we going to be dealing with, exactly?" asked another Specialist from Atlas.

"Untold thousands, possibly even tens of thousands." Ironwood answered before gesturing to Chamberlain.

"Our probes we sent in detected many Grimm types, including Beowolves, Death Stalkers, Ursa, Boarbatusks, King Taijitus, Nevermore, Griffons, Tarantula Widows, Sabers, Creeps, Blood Lusts, Hell Hounds, Vampires, Scavengers, Beringels, Goliaths, Colonists, Claw Hammers, and if you'd like to count the corpse atop the tower, a Wyvern. All in all you could start a zoo of these damn things. We don't know exactly how many there are, the scanners couldn't make an exact estimate but we know there's too many to deal with without help from the Hunters." Chamberlain reported.

"William, you said you think we can achieve a victory tomorrow, but with this many Grimm within Beacon this battle could last for days." Henry said doubtfully.

"With any luck that will not be the case sir, the Hunters that have come here in the last week are some of the finest the Four Kingdoms have to offer, a good many of them were students here and are determined to take back their old school no matter what. I think that with a great amount of effort from all of our Hunters and soldiers combined we can do it before the sun sets tomorrow." Glynda assured the head of the Vale council.

Henry nodded and said "That does sound rather promising Professor Goodwitch but I can't help but worry about the casualties we will suffer tomorrow."

"Thinking like that gives 'em power, just focus on the positive crap." Qrow told him.

Winter rolled her eyes at him as Port spoke up. "I am sure we can do it! With as many weapons and soldiers as Atlas has brought as well as a legion of talented Hunters, ourselves included, those blasted beasts won't stand a chance!" he said confidently.

"I wish we could all have your enthusiasm for this Peter, but Jonathan is right, we will inevitably suffer losses tomorrow. No matter how many weapons we have or what they are capable of some of our number will fall." Ozpin said ruefully and darkly.

"Well, be that as it may we'll try to do everything in our power to make sure that doesn't happen. We're taking extreme precautions, with the information from the probes Professor Peach has gathered the necessary antidotes and medication for any Hunter who is hit by a venomous Grimm attack and we have numerous talented medics at our disposal, so when we do have injured parties we shall do our best to save them. While the risks are high I believe that our chances of success are even higher. " Oobleck said confidently.

Ozpin nodded, knowing Oobleck was a cautious person and despite the fact that the youngest of the currently present Beacon staff was also the one who enjoyed combat the least he was quite skilled in tactics and strategies. The plan they had came up with was a good and competent one but whether it would ultimately work or not was up to fate to decide

Nonetheless Ozpin nodded to Oobleck and said "Agreed. Tomorrow at eleven am on the dot we shall launch the first waves of our attack. Early in the morning we shall brief our forces and assign them to groups led by Qrow, Glynda, Peter, and Bartholomew. Admiral Nemo, Specialists, you are dismissed. There are still matters the rest of us need to discuss in private."

Admiral Nemo rose from her seat and saluted. "Yes sir. May you have a pleasant sleep General Ironwood, it shall be an honor to fight alongside you tomorrow." She said.

"It will be an honor for me as well, old friend." Ironwood agreed as he returned the salute.

As the admiral and the other Specialists and officers left the meeting room Ozpin said "We need to talk about Miss Nikos and Mr. Arc, while I don't think Jaune will be much of a problem, Pyrrha, on the other hand, will be. From what she has told us about her time with Cinder she was a talented Grimm Commander and if someone sees her word could get out."

"So? Let it. It's no one's damn business." Qrow said.

"I'm afraid most people will not see it that way." Oobleck stated.

"Qrow, I don't think you appreciate or understand the gut reactions people, especially a Hunter, will have if they discover Pyrrha and Jaune are Grimm hybrids! They could be attacked, lynched for something they have little control over." Glynda told him. "I have already spoken to her and she has promised she will keep her powers under control and will not use them unless unobserved. Let us hope she is not forced to use them."

"That's all very well and good, but what about Ruby Rose?" Benedict asked.

There was a small, awkward silence as everyone glanced over to Qrow, who had a look of restrained fury on his face. Benedict regretted asking the question instantly.

"What about my niece?"

Benedict gulped and gathered up the courage to say "Let's not be naive here, we all know what she's capable of, the dead Wyvern on top of the tower is proof of it! With her power we can learn so much more about the Grimm, find new ways to end their threat, maybe forever!"

"While he does have a point I believe we shouldn't do anything yet. Miss Rose is still too young and doesn't fully understand her powers and we only have vague ideas based on old legends and rumors." Oobleck voiced.

"The powers of a Silver-Eyed warrior are only awoken once the warrior is put through great emotional stress, something I am not prepared to inflict on a student." Ozpin said.

Several people in the room were tempted to comment on how it was far too late for that but decided to remain quiet.

"Tomorrow will be quite a hectic day filled with battle that will be the final one for some good lives out there, maybe in the madness of it all Ruby's eyes will shine, it would give us an advantage but I will not have anyone force it upon her just to gain an advantage. That is my final word on the matter." Ozpin finished.

"Completely agreed. Meeting adjourned." Henry declared.

As everyone began to leave the room Henry looked to Ozpin and asked "You don't think Salem's forces will interfere, do you?"

Ozpin shook his head and explained "Those Grimm within the school are her forces, but I don't think she will intervene. She made the previous move when Cinder killed Ashe Kasai, so for now it is our move."

---

Ruby was currently looking out the window from the main lounge room of the hotel and while the rest of her team was interacting with their new teammates she was squealing adorably at the weapons of the Hunters she could see.

"Oh my gods! That guy with orange hair has a Light-bringer Cannon! It can burn through a line of forty-seven whole Grimm when fully charged! EEH! The Fox Faunus over there! She has Grimm-Sensitive Arrows! You fire them from the bow or crossbow and the computer chips inside detect any nearby Grimm and direct the arrow right at it with tiny little rockets like a missile! Oh, and that old guy has a collapsible dual-blade..." Ruby blabbed on, drooling over the various weapons she could see.

Scarlet couldn't help but stare and say "Is this... normal?"

"Sometimes, only when she's around a bunch of weapons." Though Blake answered.

"Sometimes? Try nearly every hour." Weiss muttered as she rolled her eyes.

"Oh yeah." Yang chuckled with a smirk.

"We can only hope she is this enthusiastic about battling the Grimm tomorrow." Yatsuhashi commented, which earned him a look from Velvet.

"You really think they're going to let us go in with them?" she asked.

"Why not? There's more Grimm then they can count so they're going to need all the help they can get, even from students." Sage said.

"Eh, no big deal! It'll be easy, all we have to do is march in and blast, cut, and Semblance every Grimm we see into oblivion!" Nora cheered with a wide grin.

"First thing; Semblance isn't a verb Nora. Second; it isn't going to be that simple at all." Ren told her.

Pyrrha nodded and said "The Grimm consider Beacon their territory now, they will fight tooth and claw to keep it, while some may flee others will refuse to give up until we kill them. This will not be an easy fight, even with this massive army they've gathered."

She felt Jaune's hand squeeze hers comfortingly. She looked at his face, seeing his affection for her as he said "We can do it, it may take a few days but I know we can do it. Just remember to be careful with your powers, okay?"

Pyrrha nodded and leaned into him as she said "The Grimm part us gives us an advantage, they won't attack us so it'll be easy for us to fight them, and control them if we have the opportunity." She closed her eyes and smiled happily as she snuggled into him, making him blush a bit.

"I have to admit, going in with someone who can control Grimm makes me feel a whole lot better about this." Weiss stated.

"Well if and when we move in tomorrow we'll be ready, we got enough ammo here to level a village." Coco said proudly as she loaded up her purse with Dust containers and bullets.

"Coco, please, we're here to take Beacon back, not damage it even more." Velvet said as she shook her head.

"I'm pretty sure we're gonna have to knock down some walls and break some stuff it we want to drive the Grimm out, Velv." The leader of Team CFVY said.

"Yeah, with all the Grimm we'll be fighting the collateral damage will be inevitable." Sage agreed.

"It'll be so weird to go back after all this time; we haven't been back there in nearly nine months." Blake said, remembering the room she shared with the rest of her team.

"Tell me about it, I miss our nice little room." Nora said somberly.

"It would be nice to go back after so long, just hope our rooms haven't torn up too badly." Weiss worded.

"The Grimm don't exactly have manners, we'll be lucky if they've only messed up the rooms and totally destroyed them." Sun reminded them.

Yang nodded and said "Well I hope when we take it back it's not messed up too badly, Bumblebee is still in the garage at Beacon." Yang said, remembering her motorcycle she had been forced to leave behind during the fall.

"Bumblebee?" Penny asked as she looked away from Ruby as she was eagerly pointing to yet another exotic weapon.

"Yeah, that's what she named her motorcycle." Neptune said.

Scarlet shook his head and muttered "Who names their bike? Seriously..."

"Hey, people name boats, airships, some trains, why not bikes?" Yang offered.

"Eh, fair enough I guess." The redhead surrendered

"Um, guys, you might want to do something about Ruby." Neptune said as he gestured over to the window where Ruby was pressed up against the glass trying to get a better look at the weapons outside, and some of the Hunters who were still up and about had noticed her big eyes staring at their weapons, inspiration and ideas for possible future additions to Crescent Rose were sparking wildly in her mind.

Yang laughed as she pulled Ruby away with some help from Penny. "Come on Ruby, people are starting to stare..."

"But Yaaannng!" Ruby whined as she was dragged away.

"You can harass them tomorrow Rubes, right now we should probably get ready for bed." The elder sister said before she gave a Hunters outside an awkward apologetic grin.

Outside several Hunters stared as Weiss closed the curtains so Ruby couldn't look out anymore. One Huntress turned to a Huntsman next to her, smirked and said "Kids."

---

The next morning everyone was up and about, ready for the new battle for Beacon to begin. Hunters were loading up, sharpening, polishing, tuning up their various weapons, Atlas Soldiers were doing some last minute training exercises while the Paladins were being prepared while the Atlas Eagle Fighters, now operated by living beings, flew around the massive perimeter to keep any curious Grimm within the school grounds.

Ruby, remembering to keep her enthusiasm for weapons in check, as she walked around with the rest of Team Beacon, as well as Taiyang, to admire the display of Hunters and their gear, which seemed to get more and more elaborate by the minute.

"How, this really is a war. I think I saw a guy with a giant machine gun that shoots missiles." Velvet commented.

"Wha... h-how would that even work?" Sun pondered.

"Sometimes I ask myself the same question about many of the weapons we see. I'm not much for fancy weaponry; give me a simple blade any day." Yatsuhashi said

"Amen to that." Sage agreed.

"It's worked out okay for me." Jaune said with a nod.

"Tell that to Ruby, it seems the more elaborate and insane the weapon the better for her." Weiss stated with an amused look.

"Who can blame me?! That guy's bo-staff is so big because it can spit out swords and maces! Maces! Imagine it; a double sided mace!" Ruby cheered.

"That just seems like an easy way to accidentally kill or maim yourself." Ren observed.

"Yeah, no offense Ruby but something like that seems really impractical and silly." Weiss agreed.

"Oh don't get her started..." Taiyang muttered as he shook his head.

"Because that guy has probably trained with that weapon for years so he knows how to use it perfectly! You stick-in-the-muds just don't know how to be one with your weapon." Ruby huffed. There was a small part of her that wondered just how one with her weapon she was, if she was that good would she have lost control at the construction site?

"We can all be one with our weapons Ruby, we just prefer them to not be so over the top." Blake said, pulling Ruby out of her thoughts.

"And that means something coming from us." Sun joked, looking at his own weapons, Velvet's camera, Crescent Rose, Penny's swords, Magnhild, and others.

Pyrrha looked over to top of the hotel and could see Port, Oobleck, and Chamberlain were already on top of it, waiting for the rest of the leaders of the offensive. They could see a microphone stand as well, meaning that was where Ozpin would make his announcements.

"Some of them are already up there, we'd better get over there if we don't want to be caught up in the crowd." She suggested.

"Not a bad idea P-Money, okay guys let's move up!" Yang said.

They moved up to the front of the hotel just as the crowds started to gather. Weiss looked to see Winter and a squad of Atlas soldiers and a few Atlesian Knights standing nearby. The elder Schnee nodded to her sister but remained stoic, so as to set an example for her troops.

"I wonder what group we'll be assigned to." Velvet mused to herself.

"Probably in the third or fourth, Ozpin won't want us charging into the Grimm just yet, not until they're driven back a bit." Coco stated as she noticed the various scores of Professional Huntsmen and Huntresses gathering around the hotel, ready to be given assignment and orders.

"You're right; most of the Hunters have already been assigned. I'll be going in with Qrow and Winter." Taiyang informed them.

"Don't take out too many Grimm dad, leave some for us!" Ruby pleaded.

"I'll try to remember that." Taiyang said with a chuckle.

Soon enough Ozpin, Glynda, Qrow, and General Ironwood all came out onto the roof and the gray-haired Headmaster made his way to the microphone.

"If I could have everyone's attention, please! All available Hunters please report to the front of the headquarters to join with your assigned groups." He said, alerting those not already there.

A few minutes later everyone was present and Ozpin began again. "Thank you all for coming, today we will begin a battle to retake Beacon from the creatures of Grimm. The future of Vale's Hunter population may depend on this. I know you will all fight well and in the end we shall succeed. While some may die we must not let that deter us from winning back what is a symbol of hope for many people. Today the Grimm will be driven from Beacon, we will let them know it is ours."

This was met with a loud round of cheers and applause from the Hunters below, all of them were eager to charge ahead into Beacon and take it back.

"Thank you, thank you, please settle down." Ozpin called. As they did so he spoke up again. "Those of you who have been assigned to the groups led by Qrow Branwen and Glynda Goodwitch please gather into two places, Qrow's to my left and Glynda's to my right."

The Hunters did so, with Taiyang hugging both of his daughters before joining up with Qrow's group with Winter and her assigned troops and knights. Most of the Hunters were now separated but a good number still remained with the students in the center.

"Very good, all of you shall lead a massive assault on Beacon, two waves hitting them at once, driving them back. General Ironwood will have the Atlas ships above fire on the avenue and clear it off Grimm, which should give you an easy run into Beacon but I suggest you make sure any Grimm surrounding the area are put down quickly." He said as Glynda used her Semblance to float both herself Qrow, Port, and Oobleck down to the ground.

"Once the first two waves have driven the main bulk of the Grimm forces back Professor Port shall lead the third wave. All those assigned to Professor Port's group please move to the back." Ozpin said, watching as a bulk of the remaining Hunters in the center moved to the back as Port ran over to stand ahead of them. "You shall be brought to the rear of the academy by the cliffside via airships. You shall spread out and surround the Grimm, pushing them back into the city. Allow the Atlas Navy to shoot down the Grimm on the cliffs and if any get past you Colonel Chamberlain and his troops shall take care of that." Ozpin said.

Chamberlain was put in charge of the ground-based soldiers and Atlesian Knights. The army, two thousand strong with a healthy number of Paladins was currently surrounding the school to make sure no Grimm could escape into the woods.

Ozpin looked back down to the last group, which now stood behind Oobleck. It was mostly comprised of students; Team Beacon included, but did have a scant few professional Huntsmen with them.

"Professor Oobleck shall lead the fourth and final wave once the Grimm have been significantly weakened enough, I know some of the students here will be disappointed to go in last but it is for your own good. The Grimm capable of flight shall be engaged by Atlesian Knights and Atlas Eagle Fighters, but feel free to shoot a few down. I shall remain in near constant contact with your commanders to give advice and suggestions but I think you can do this without much aid from me. I wish you all luck, all of Remnant is with you today in spirit, the future of Vale's Hunters depends on this battle. Make it a good one." Ozpin finished.

---

An hour later Qrow and Glynda stood at the front of their army of Hunters and Atlas soldiers, all armed to the teeth and ready to go. Combined they had about two-hundred and fifty Hunters, a dozen Specialists, and seventy Atlas soldiers. Various Grimm types were just a few hundred meters away, ranging from Beowolves to Creeps, snarling and glaring at them. A few Grimm, younger ones obviously, had charged but had instantly been destroyed. The more experienced Grimm seemed to be aware of what was about to happen and looked ready for a fight.

"Would you prefer for one of us to go first or both at once?" Qrow asked. They had already gone over their battle plan for the first attack and would begin soon enough, as Ozpin had left it up to Ironwood to begin the battle with a bombardment of the Grimm surrounding the campus.

"Either way suites me just fine." Glynda said as she took out her scroll and called Ironwood. "General, we are in position and ready to move in but there are plenty of Grimm surrounding and on the main avenue. I think we can take the ones on the road but we need your ship to shoot down the ones to the sides."

"Understood Professor Goodwitch, we shall begin the blitz in one minute, are you at a safe distance?" he asked.

"Safe enough, once your bombardment is over we will move in. Goodwitch out." She finished.

The Eagle Fighters launched from the hangers of various Atlas ships and made their way towards the school, their weapons aiming for the Grimm.

"They know not to hit the school, right?" Taiyang asked as Qrow shot down an inexperienced Beowulf that attempted to charge them.

"With all honesty Tai it might just be easier to bomb the whole damn place but we're not letting that happen, they know not to hit it." Qrow assured his brother in-law.

Taiyang nodded and thought of Ruby and Yang, they were back with the rest of Team Beacon and Oobleck's team but he knew that no matter how many Grimm the first two groups took out they would still need help from the younger Hunters.

He was torn out of his thoughts by the booming sounds of the airships flying towards the area, the loud noises got the attention of the Grimm as the beasts began to look up with a new Griffons and Nevermore even taking flight to battle the ships.

The Eagle Fighters opened fire, ripping apart the flying Grimm and bombarding the ground, which resulted in various Grimm being blown up, incinerated, or sent flying by the impact. Some tried to run but it was too late as they were torn asunder by the explosions.

A group of Grimm began charging the Hunters, managing to outrun the massive explosions as they did so. Winter and the other Specialists stepped forward with their groups to clear a path.

"Atlas soldiers, Atlesian Knights, open fire!" Winter ordered and her squadron blasted the Grimm down. A Hellhound that seemed to be advanced in age managed to avoid the barrage of bullets and lasers and leap towards Winter.

Hellhounds were a type of Grimm that appeared to be rabid as white foam dripped from their mouths filled with sharp teeth. Their red eyes gave off this sense of madness and frenzy while their black coats of fur were matted and dirty, spotted with red and white. The white bone-like 'masks' that covered their faces were dotted with red blots, resembling blood splatters.

With a ferocious bark and a powerful push from its hind legs the beast jumped at Winter only to be cut in half immediately by a quick and brutal slice of her sword.

"We're moving in now! Attack and destroy every Grimm you see!" Glynda yelled as Qrow and Winter led their group first. Glynda yelled "Charge!" as she and her Hunters chased after them, the two groups practically merging.

Qrow, Taiyang, and the rest of the Hunters under Qrow's command went to work, slashing apart, blasting, blowing up, burning, stabbing, impaling, and tearing apart any Grimm they came across as they charged down the road.

Winter turned to the Atlesian Knights she had been supplied and ordered "Take flight, go ahead and shoot down as many Grimm as you can."

The robots did so, and this was the signal for the other Specialists to give the same order to their Knights as well. The Knights flew around the city, shooting Grimm as they went.

Glynda used her wand and her Semblance to lift a streetlight-post out of the ground and send it towards a large Beringel that stood atop one of the large pillars of Beacon's campus. The post impaled the creature where it stood, before it even had a chance to understand what had happened it began to disintegrate.

All of a sudden the ground began to shake from beneath their feet.

"Movement underground!" cried a Huntsman near Glynda as a giant black King Taijitu erupted out of the ground next to the road. It looked down upon them and roared as it brought up its lower body and slammed its lower body onto the road and hissed at them. As various Hunters began to fire upon it Glynda jumped up onto its body while using her Semblance to rip more poles out of the sides of the road. She jumped up to the upper part of the serpent's long body and ran up to its head where she slammed down the streetlight's poles into its head, killing it.

Its body fell as it began to fade away, leaving the black dust behind.

"Onward!" Glynda called as a Death Stalker pounced onto the road and stabbed a Huntsman in the shoulder, only to be blasted away by a heavy blast of gunfire.

Glynda picked up several Beowolves and held them up so her Hunters could destroy them, after that was done she ran ahead, leading the charge into Beacon after Qrow, Winter, and Taiyang.

She gasped as an Eagle Fighter crashed down a few hundred meters from the side of the road, bursting in a huge ball of fire. The remnants of a Griffon could still be seen fading away. She shook her head and tried console herself with the knowledge that the pilot had died for Beacon.

Up ahead Qrow, Winter, and Taiyang led their troops and Hunters into Beacon's main avenue and were met head on by Beowolvles, Creeps, Ursa, Boarbatusks, Tarantula Widows, Beringels, Hellhounds, and Griffons.

"Have fun boys and girls, it's a free for all!" Qrow announced as he sliced apart an Ursa with Reaper in its scythe mode. He grinned as he looked up and could see the ships containing Port's group flying overhead towards the other side of the school. Qrow's Hunters ran forward, dozens of Hunters taking out dozens of Grimm as they ran deeper into the campus.

"Qrow, is a little organization too much to ask for?!" Winter asked as she slammed her sword down on a Creep.

"Trust me, we Hunters tend to work better in chaos. Besides, they know not to go too far from each other." Taiyang said as he used his gauntlet to burn through a large Boarbatusk's side.

Before Winter could come up with a proper retort one of her troopers yelled "Incoming!"

A Goliath slammed through a wall with a tremendous roar as its deadly tusk impaled an unfortunate Huntsman as it stormed through.

"Scatter!" Taiyang called as they ran to get out of the massive Grimm's way.

"Schnee, you up for taking that thing out?" Qrow asked.

"You didn't have to ask." Winter replied.

"You get the back while I take the head." Qrow said as he jumped up.

Qrow slammed Reaper into the side of the Goliath's head while Winter jumped on one of it's tusks, proceeded to jump onto its head and run down its back where she slammed her blade into its spine.

It roared in pain as Qrow used his scythe to swing over to the other side of the Grimm's head, forcing it to turn around. "Stab deeper!" Qrow yelled to Winter.

Winter nodded and slammed her sword harder into the beast's back, making it charge forward and smash into a wall as Qrow jumped off. Winter yanked her sword out of the Goliath's back as it began to disintegrate. She hopped up onto the large colonnade which had several Creeps and Beowolves on it, which she quickly dispatched with a series of wild slashes and strikes from her sword. She kicked the last Beowulf off and her troops blasted it into oblivion.

"Not a bad strategy all told, Branwen." She admitted before she heard the screech of a Vampire. She turned and saw the human-sized bat Grimm with a pure white face with the usual blood red eyes with pure black wings and body with long sharp talons on its feet. It was flying right at her and she waited until it was a mere foot away to duck down and stab up her sword, severing its wing and jumped onto its back as it fell pathetically onto the ground.

"You missed your calling Schnee, you're wasted on the military." Qrow said with a friendly smirk. He turned to a few Hunters and said "You four! Head into the amphitheater, see how many Grimm we have to deal with there and come back with a report."

"You got it." A Huntsman said as he led the group towards the amphitheater.

Qrow and Winter looked up as various flying Grimm; Nevermore, Griffons, Vampires, and Scavengers, which were medium sized Vulture Grimm, all began to ascend and take flight towards the Atlas ships in the sky above.

"They won't get far, Ironwood will destroy them." Winter assured Qrow.

Up ahead General Ironwood and Benedict stood on the bridge of Atlas' flagship as the armada of airborne Grimm began to fly at them.

"All ships, heed my orders! All batteries open fire!" Ironwood commanded.

All of the large guns and turrets of the Atlas airships began to open a mighty series of blasts on the incoming flocks of Grimm, some of which didn't even stand a chance, exploding with one hit.

A few Griffons managed to land on the flagship's exterior and began their attempts to claw their way in through the thick, hard steel.

"Griffons are trying to penetrate us sir!" yelled a female ensign.

"Not likely, launch some Knights and have them clean up our exterior." Ironwood ordered.

The Atlesian Knights were launches out of the ship and began to blast off any Grimm that were clinging to the outside of the impressive vessel.

Ironwood watched on the monitors as Griffons and Vampires were taken out by the Knights and nodded with approval.

"So far so good." Benedict observed.

"Let's hope it stays that way." Ironwood commented.

Winter watched the air battle before a noise got her attention. She looked over as Glynda finally caught up after using a fallen pillar to brutally smash a large Death Stalker.

"Whoa, never seen you so brutal before professor." Taiyang stated.

"Seeing a place that I have worked and lived at for over twenty years in this deplorable state. I admit I am taking some anger out on the Grimm." She confessed. "I called Port and he and his group have landed, he said that he may meet up with us if he can and that Admiral Nemo has already started blasting the cliffs and the area around them."

Port had taken the most of the remaining Hunters, a grand total of one hundred and thirty under his command along with four Specialists and ninety soldiers, more than enough to enclose the Grimm.

"Good, with any luck we can do this tonight." Winter commented before.

"That kind of luck isn't usually the type we get." Taiyang pointed out as a Griffon, shot down by an Atlesian Knight, crash landed near by.

"Most of my group scattered and they're out there kicking ass all around the campus, you still got most of yours I see."

All of a sudden they heard a pair of horrified screams coming from the amphitheater. Two of the four Hunters came out, with a Huntress in the lead and a Huntsman behind her only for his to be impaled by the stinger of a Death Stalker and pulled back inside the darkness of the building.

"Oh crap." Qrow groaned as he ran towards the injured Huntress and stopped her. "What happened?"

"Grimm! Hundreds inside! They were wall to wall! We were overwhelmed and we lost two almost instantly!" she cried.

"Shit." Qrow snarled angrily, feeling guilty over sending those people inside.

"Hundreds? That's going to be a problem." Glynda stated.

"Blow a hole in the damn front wall and we storm the place, wipe those sons of bitches out." Qrow said darkly.

Glynda nodded and said "Well we were going to have to repair it anyway." She turned to the rest of her group and pointed to a section of them. "You all scatter about the campus and help Qrow's troops take out as many Grimm as possible, the rest of you are with us as we move into the amphitheater. Remember, do not go anywhere alone, have at least one other person with you." She commanded.

The selected Hunters ran off to join in the escalating battle about the campus while Glynda and Qrow called forward those with heavy artillery and explosive weapons.

"Blow the building open, they'll scatter in a panic and we can pick them off." Qrow said.

"They'll come directly to us more likely." Winter pointed out.

"Either way we get to kill some Grimm." Qrow stated. "Fire!" he shouted.

The Hunters with rockets or grenade launchers as well as some Atlas soldiers who were armed with highly explosive weapons were all opened fire on the amphitheater and with a massive explosion a good portion of the main entrance to the building was blown open, allowing massive amounts of Grimm to pour out like blood from a wound.

"Here they come!" Taiyang yelled as he let out a fire blast from his gauntlet to destroy a young Creep.

Everyone with a long-range weapon fired and there was a huge burst of black ash in the air as Grimm of all kinds exploded, sending the black dust everywhere as the sounds of guns firing and grenades exploding could be heard from all around the area.

"This is crazy!" cried a Huntsman.

"Don't let up! Pour it on!" Winter yelled as she fired a pistol at the oncoming horde.

A Beringel jumped over its Grimm brethren and into the crowd of Hunters, smashing its mighty fist into a sword-wielding Huntsman and sending him flying into a pillar with a loud crack of bones.

Qrow jumped back and slashed off the ape Grimm's left arm and leg while a Huntress severed its head from its body.

"Keep on fighting! Go check on him, anyone with medical experience help him out!" Qrow ordered as he pointed to the downed Hunter. Two people ran towards him while Qrow turned his attention back to the battle just in time to blast down a Hellhound.

This continued on for a few minutes, in that time over three hundred Grimm were destroyed by the combined might of the Hunters and Atlas military.

"Oum above! How many of the damn things are in there?!" cried a Huntress.

"A lot, but not that many now." Qrow answered before he looked to Glynda, "Want to move in and take it?"

"It's doable but we should take out a few more Grimm before we... look out!" she cried as another, but younger, Goliath charged out of the building and towards them.

"What the hell?! Fire! Blow it to bits!" Qrow ordered as the groups scattered to get out of the large Grimm's path. Nearly twenty of the Hunters armed with grenade launchers or rocket launchers fired at the Goliath, and the multiple explosive impacts on multiple points on its body killed the beast.

As it fell Qrow yelled "Get ready, there aren't many left! We're moving in! Everyone follow me!"

"Right behind you!" Winter shouted as she saw a group of twenty-five or so Grimm charging towards them.

Qrow launched himself into the air and used Reaper's gun to blast away two Grimm as he came down, transformed it into scythe-mode and bisected an Ursa before he swung around and eviscerated a Beowulf, ran forward and stabbed another one in the chest, blasted down a couple of Creeps, ran past a Boarbatusk and blasting it from behind, he turned around and severed a Beowulf's upper torso from its body before he slashed a small Beringel across the chest and again across the back, and then he sliced off an Ursa's head. He made into the building and jumped up as he slammed down an explosive Dust charge which went off and vaporized a group of Creeps and Boarbatusks before he back-flipped over to a Beringel where he slashed open its side and quickly finished it off by severing it's head. He then tossed a grenade into a swooping Griffon, blowing it up before he could snatch him.

"I will never be too old for this." Qrow said with a smirk as the other Hunters ran past him, destroying the remaining Grimm in the building.

"Most impressive Branwen." Winter admitted as she walked up next to him while cutting down a Creep.

"Just doing my job." Qrow said with a shrug as he took out his scroll. "Oz, we're taking the amphitheater right now. Haven't a damn clue how many Grimm we've taken out so far but we're doing good so far. We've lost about five people so far, I think."

"Damn, press on. You need to take the tower." Ozpin said.

"We will try, how is Peter doing?" Glynda asked.

"Quite well, his forces are pushing into the city but there is the issue of a large concentration of Colonists and Claw Hammers near the cliffside as well as some Griffons but they should be able to press inwards in no time. He has proposed a rendezvous at the dining hall." Ozpin informed them.

"Sounds good to me, we can take it together. When we're getting ready to take the tower you send in Oobleck with the kids, they can get the rest of these things while we take the tower. Taiyang you take some of these guys and help out our scattered Hunters, try to lead some of them into the school, the weapons forge, the ballroom and take all of them back. The kids can get the dorms and the library once they get here." Qrow said.

"That will leave our forces stretched out rather thinly." Winter pointed out.

"Not the best strategy, I know, but I think it'll work. Take care of yourself out there Taiyang." Qrow said to his friend.

"Qrow, if anything happens to me..."

"Don't start that shit with me, Tai!" Qrow snapped.

"You'll take care of my girls, right?" Taiyang asked sternly.

"I won't need to; you're going to be fine. We can't lose each other now Tai, we're all that's left of Team STRQ, so neither of us get to die, okay?" Qrow said as he put his hands out.

Taiyang grabbed it and squeezed it, "Right, kick some ass."

"You know I will." Qrow said.

Taiyang chose some Hunters and led them out into the campus.

Glynda looked out into the newest battle of Beacon, listening to the sounds of gunfire and roars of the Grimm and said "We have a chance of winning this, let's not waste it."

They ran into battle, leaving a combat medic in command of the recaptured amphitheater.

---

Up above the second of the Eagle Fighter pilots blasted away another Nevermore, its body dropping to the ground as it disintegrated.

He swung his ship around for another pass when the voice of another pilot on the radio system said "I think I've found out where all these Nevermore are coming from! The ballroom!"

"Right, out of all the buildings that one is the most expendable." The pilot said.

He quickly contacted General Ironwood who gave the word.

"Destroy it Eagle 2, hit it with as much firepower as you have but give me a few minutes to make sure that area is clear." Ironwood said.

A few minutes later, which the pilot spent shooting down Griffons and Vampires while avoiding being destroyed by the furious Grimm, Ironwood called back.

"All the Hunters have cleared that area, you are free to open fire." He said.

"Yes sir!" the pilot said as he and three other ships formed up for a bombardment. "Okay, Eagles 4, 6, and 9 on me, let's blow those things back to the hell they came from!"

The four fighters swooped down and let loose everything they had, dropping missiles and laser blasts down on the ballroom, blowing it up and killing the Nevermore that surrounded the establishment.

"Yeah!" cheered Eagle 4's pilot, "We kicked some Grimm... wait a... what the hell?!" he cried as a gargantuan black shape rose out of the burning wreckage of the ballroom, surrounded by fading Nevermore and fiery debris.

"Oh gods..." muttered Eagle 2's pilot as a giant, ancient Nevermore rose up and pierced the air with a loud, furious screech.

It stabbed out its massive wings into the air and with one flap it rose up and began to soar after the quartet of ships, its wings flapping to keep it afloat as the vast, predatory bird came at them.

"We used up all our missiles to destroy the ballroom! What are we gonna do?!" cried Eagle 6.

"Kill it with our guns! It might not do much against something that big but it'll be something at least!" Eagle 2 ordered.

They did there best, blasting away at the old Grimm as much as possible but it avoided most of the shots and what hits did manage didn't do much in the way a hurting it.

The alpha Nevermore soared towards then and with a mighty caw it swooped down to gain momentum and came back up then slammed one wing upwards to send its razor sharp feathers at the four ships, but only managed to hit two of them. One feather went into Eagle 7 slicing the wing off which sent it spiraling down. Eagle 4 was hit right in the cockpit which was an instant kill, destroying the ship quickly.

"We need back up, we need back u-AH!" screamed Eagle 6 as the Nevermore smashed through his fighter, totaling it.

"Eagle 2, return to the flagship now! Lure it here and our guns can rip it apart!" General Ironwood ordered.

"I'll try sir!" Eagle 2 said as he began to fly his ship towards the pride of Atlas' fleet.

Try as he might his fighter couldn't out fly the monster, as the tail end of the ship was crushed in the Nevermore's sharp beak. The pilot screamed as the front end of ship exploded, destroying his body in the inferno as the old Nevermore smashed through it.

Ironwood stared at the scene and clenched his metal fist.

"All of you will be avenged. We can't let that overgrown bird attack the Hunters on the ground! Shoot it and lure it here!" he commanded.

"Yes sir!" said a deck officer who gave the word for all Atlas ships to open fire on the Nevermore and lure it towards them.

The Nevermore roared in pain as it took multiple hits from the cannons and it quickly began to fly up and gain momentum for a dive-bomb attack.

It flew towards a tower where two Huntsmen had taken position and were blasting Grimm out of the sky. They saw the Nevermore coming at them and tried to shoot it but it was no use and too late to escape.

"We're finished! Ahhh!" screamed one of the Huntsmen as the Nevermore smashed through the tower, killing them both. It swooped up and was dead set on attacking the flagship. It slammed its wings forward and the feathers stabbed into the ship's side, making it shake violently.

The Nevermore flew up and slammed down right in front of the bridge, absorbing hits from the turrets the entire time. While they were doing damage the large beast ignored them as it plunged its beak into the bridge, forcing Ironwood and other members of the crew to get out of its way.

Ironwood shook his head as he was helped up by a guard while other soldiers began shooting at the beast. "Sir, are you alright?" the guard asked.

"Fine, tell the gunners to hold their fire, I'm about to do something rather drastic." Ironwood stated.

When the cannons stopped shooting Ironwood ran forward and jumped right at the Nevermore's head as his hand transformed into a sword. He slammed his blade deep into the giant Grimm's head while his other hand, armed with his revolver, shot it in the eye.

"This is my ship, you mindless beast, and I don't want you on it!" he yelled before he he pulled his sword out, unloaded a powerful shot into its skull and jumped back onto the bridge. "All guns fire!" he commanded.

All of the ship's guns turned on the Nevermore and blasted it away, the multiple shots blowing its head off, causing the body to fall to the ground as it disintegrated.

"Well done, general! I must admit I was worried for a minute." Benedict said as the look of shock was still on his face.

"I've fought bigger Grimm than that bird in the past, our ship will be fine for now." Ironwood stated before he received a call from Qrow.

"Jimmy, you okay? I saw that Nevermore attack your ship..."

"We're fine Qrow, I took care of it, we lost some good pilots to that damned thing but at least we avenged them. How goes the battle?" Ironwood inquired.

"We've taken the main avenue and the amphitheater, minus a few Grimm still around and we've taken down over a thousand Grimm so far so we're making progress." Qrow reported. "Goodwitch and I are trying to move in on the cafeteria but we're meeting up with a lot of Grimm on the way so we might have to make Port wait for us. Taiyang is gathering up our guys and is going to take the school building."

"Good, should I send Oobleck in with the fourth wave?" Ironwood asked.

It was then that Glynda joined the conversation "Against my better judgment I'd say yes, despite our best efforts we will need all the help we can get right now."

Ironwood nodded and said "Right, I'll contact Ozpin and have them sent in, is the main avenue stable enough to be a landing zone?"

"For the time being, yes. We left a few there to hold the area so it should be alright." Glynda informed him.

"Very good." Ironwood said.

---

Back at the main compound Ruby and the rest of Team Beacon watched the battle from afar, getting glimpses of flashing lights and explosions and bursts of Grimm dust.

"That Nevermore went down hard! Oh man I wouldn't have wanted to be anywhere near that thing." Sun exclaimed.

"Neither would I but it makes me wonder just how many Grimm of that size are in Beacon." Blake offered.

"Oh the wait is killing me! Why can't we go in yet?" Ruby whined.

"Jeez Ruby, maybe they want to wait before sending students in." Jaune said sarcastically.

"But we can help! We've... okay I gotta admit I've never seen this many Grimm, but we can help!" Ruby said stubbornly.

"You're right Ruby; we can and will help but not yet. They won't send us in, we're too inexperienced but soon enough we'll kick some ass." Coco assured the younger girl.

"Sooner than you expect, Miss Adel." Said Oobleck as he approached them. "Professor Ozpin has just received word from General Ironwood, our forces are making progress but in order to do this more efficiently we are to head in right away."

"Already?" Ren asked, surprised.

"Oh yeah!" Nora cheered.

"Let's get to it!" Ruby said eagerly as she ran to the ship with Penny in tow.

"Dr. Oobleck, do you have any coffee on you?" Weiss asked.

"No, why?" he returned.

"Never let Ruby have any!" the Schnee heiress answered.

"Yeah, you might accidentally cause a judgment day for the Grimm and put us all out of a job!" Yang joked.

---

Towards the back of Beacon Port led his group into battle, taking down every Grimm in sight with gusto.

"Ha-ha!" Port laughed as he slammed his axe down on a Beowulf before blowing apart three more of its kind with his blunderbuss. "Oh I'm half tempted to thank Cinder for this! She has made my life so much more fun!" he declared as he blasted down a Colonist, a Grimm ant, which tried to pounce him.

Slightly behind him a female fox Faunus and her human male compatriot observed the older man before she said "I think they stuck us with the crazy one."

Landing had been a bit difficult as the landing pads were badly damaged by the Grimm but Admiral Nemo had bombarded the cliffside and drove the Grimm back enough for Port and his troops to land and disembark from their ships. Afterwards she continued to blitz the cliffs for Colonists and Claw Hammers that attempted to come at them from behind.

"Onward, my friends! Onward to the school! We'll teach these devils a thing or two about invading our schools!" Port commanded as he slashed a Death Stalker's claws off and crushed a Blood Lust under his feet.

The Colonists, giant black ants the size of a dog with white pincers in front of their faces, tried to attack the invading Hunters but it was no use as they were blasted and cut down quite easily.

The Claw Hammers, however, were a bit more of a challenge. They were Grimm crabs about as big as the Creeps with large, crushing claws that could rip a person's arm off and could dent armor by slamming its claws down and their thick shells gave them great protection but most Hunters had found that the best to deal with that was to just sever it from its limbs and leave them helpless, which was the fate of many Claw Hammers that day.

As Port preformed that move on an unlucky Claw Hammer, leaving it awkwardly lopsided as it struggled to move, the ground was shaken by a large tentacle rising up out of the water. Port turned around and his eyes widened at the sight of a Grimm Kraken.

The giant squid Grimm was black with large red eyes and white markings on its tentacles and its big body as its suckers let loose an acidic ink that many Hunters scrambled to avoid.

The Kraken's powerful tentacles began to pull it up the cliffside when Admiral Nemo's vessel opened fire, the powerful guns being more than enough to get its attention and make it realize that Port and his troops weren't much of a threat to it at the moment, a heavily armed battleship, on the other hand, was.

It hopped back into the water with a tremendous splash and its eight limbs pushed it towards the battleship.

On the bridge of her ship Admiral Nemo yelled "Fire at the water! That thing's acid won't burn through our hull but it will do damage! Use the Drill-Bombs!"

The Kraken's mighty tentacles rose out of the water and straddled the ship, bringing down in the water while it levered itself up.

Nemo grimaced before snarling out "Fire now! Aim for the eyes, those are weak points! Don't hold back, give this monster everything we have!"

The Kraken roared as its beak penetrated the top of the ships hull; it wanted to reach in and begin to take hold of people but the constant firing from the ships cannons kept hurting it. It began to move up to attack the bridge when one of the cannons launched a special type of weapon called Drill-Bombs.

It slammed into the Kraken's eye and began drilling deeper, causing black fluid to pour out as the beast roared in pain. It let go of the ship and fell into the water, mere seconds before the bombs went off and the Kraken's head exploded.

Admiral Nemo nodded in approval at the sight and said "Give that gunner a medal, quite an effective kill."

---

Back at the main avenue a group of five ships landed down on the desolated site and Oobleck, Team Beacon, and many other Hunters, both students and professionals, poured out into the street.

"Forward! Professor Goodwitch told me we can proceed to take the library and the dorms as they have yet to be reclaimed." Oobleck said as he led the group towards the amphitheater where the combat medic and a group of ten Hunters kept it Grimm free.

As they walked up to them they could all see the dead bodies, now covered with tarps. Some of the younger Hunters looked away, including Ruby, Weiss, Velvet, Neptune, and Scarlet.

"Professor Oobleck!" called the medic as she continued to attend to a wounded Huntress, using a healing Semblance on a leg wound.

"Doctor!" he corrected.

"Uh, fine, Dr. Oobleck! Good to see you've come; we could sure use the backup. I'm Sue Nightgale, Professor Goodwitch and Branwen left me in command of this post for the time being." She said.

"Excellent, have there been any changes in the past few minutes?" Oobleck asked.

"Aside from this Huntress being brought to me, no, but it is rather insane out there and from what I can hear they could use some help at the weapons forge, so if you can send them some help that would be wonderful and Xiao Long split off from the main group to rally the Hunters and retake the school building. Take great caution, especially you young ones!" Nightgale said to them.

"They shall, some of these students have proven quite remarkable." Oobleck said as he looked at Team Beacon.

"The Battle of Haven, I know, but in something like this no one is immune to injury, speaking of which if you find anyone who has been hurt bring them to me and I'll do what I can." She said.

"We most certainly will, thank you. Alright, professional Hunters spread out and do what you can, head for the weapons forge and give them a hand, after that do whatever you can to drive out the Grimm. Team Beacon from what I understand the library has not yet been taken so please capture it for us. The rest of you will come with me to help Mr. Xiao Long take back the school. Understood?" he asked.

"Yes sir!" they all said.

"Good, now let's go!" he cried as he held up his thermos in weapon form.

Team Beacon separated from the main group with a shout of "Good luck!" from Oobleck.

"You think we should be on our own for this? I mean we could use some help." Velvet pointed out.

"From what I understand Hunters are scattered all over the place, if we need some help we're bound to run into it." Sun assured his fellow Faunus.

"Plus, Oobleck knows for a fact that we can take care of ourselves." Ruby added.

They soon ran into a horde of Grimm, consisting of Creeps, Beowolves, Ursa, Boarbatusks, Tarantula Widows, and Death Stalkers.

"Grimm dead ahead!" Neptune announced.

"Okay Team Beacon, our first real mission together so let's make it count!" Ruby cried as she transformed Crescent Rose into scythe form.

"Right behind you Ruby!" Jaune said as he took out Crocea Mors.

"Let's go!" Coco yelled as she transformed her bag into its minigun mode and began blasting down Grimm, and those with long range weapons followed her example as Yang, Blake, Neptune, Scarlet, Pyrrha, Ren, Nora, and Penny all opened fire with their guns, or grenade launcher, gauntlets, and arm-cannon in the cases of Nora, Yang, and Penny respectively.

"Yatsuhashi, give me and Ruby a lift!" Jaune called.

Yatsuhashi nodded and ran forward he lifted up both team leaders with his massive, strong hands and threw them up and over the Grimm horde. Ruby began blasting Grimm from above, killing every one she hit with one shot.

Jaune landed on of Death Stalker's back and with a mighty, emotion Semblance powered swing of his sword, chopped off the beast's tail and stinger. The Death Stalker, now handicapped, tried to grab Jaune with its claw only for Pyrrha to blast it off with Milo in rifle mode. Jaune smiled at her before he jumped over to the Death Stalker's head and impaled it. "That felt too good." He said to himself before he jumped over to bash a Beowulf in the side with his shield while slashing it across the back.

Pyrrha blasted a hole in a Beowulf before transforming Milo into spear mode and ramming it through a quartet of the wolf Grimm. She ripped it out just in time to dodge a swipe from an Ursa's paws. She used Akouo to block the next strike before ramming Milo in rifle form into the beast's chest and firing off a shot, killing it. She could sense that the Ursa wasn't trying to kill her, just drive her away, her Grimm half confused the monsters around her and made them wonder what exactly they were battling. "You're right Jaune, this does feel good." She agreed as she used her Grimm powers to make a line of Beowolves to stand still while she went to work destroying them, with some help from Ren.

After Ren was finished helping Pyrrha he quickly stabbed one of the StormFlowers' blades into the head of a Boarbatusk before flipping over to slam both blades into the rib cage of a Beowulf and opening fire into the beast's interior. He ripped them both out let loose a barrage of blasts into an Ursa that had been charging him. He jumped on top of the wounded beast, kicking its head down and jumping over it before finishing it off with some well placed shots to the backside.

Nora grinned happily as she fired a grenade into the waiting maw of a Death Stalker, blowing it up. "Now that's a spicy meatball!" she quipped before she used her hammer to send a Boarbatusk flying into a pillar hard enough to kill it. She ran about the new battle ground, jumping over a bench to slam her mighty hammer into a Beowulf's head and then slamming Magnhild into a Boarbatusk, sending it flying as she cheered "She shoots, she's going for distance..." the Boarbatusk hit the side of a building with a splat as black sludge dotted the building, "she scores!"

"And the crowd goes wild." Ren snarked.

"You know it, Renny!" Nora said happily before she blew up an Ursa.

Fox used his new arm blades to slash a Beowulf across the back and then impale a Creep that tried to sneak up on him. He turned around and with four quick swings of his arms eviscerated two more of the lizard Grimm. He looked over to see a Tarantula Widow about to pounce on Ren and Nora. "Not today." He muttered. As the spider made its move Fox made his. As it descended upon the ninja and the valkyire Fox jumped under it and used his arm blades to slice all eight of its limbs off. "Out of the way you two!" he called.

Ren and Nora made themselves scare as the Tarantula Widow fell to the ground, writing in pain before Fox landed on it and stabbed both of his blades into its head, the two crisscrossing as they exited the beasts' multi-eyed face.

"None of that." Fox stated as it began to disintegrate.

"Thanks Fox." Ren said.

"No prob." Fox said with a nod before he jumped over to slash apart a Beowulf behind them.

Meanwhile Coco jabbed her gun into an Ursa's chest and let 'er rip and the intense stream of bullets blew the creatures upper chest and above from its body. Coco jumped onto a bench and used that to jump into a crowd of Grimm so she could let all hell loose with her minigun-purse, as she ripped Creeps, Beowolves, and Death Stalkers apart, filling the air with black dust.

"I live for the simple things, like fashion, nice bodies, beauty in everything, and killing things like you." Coco remarked as she used her bag to smash the head of a Beowulf in before she jumped over a Creep and blasted it away. "Oh yeah." The fashionista said with a smirk before sending another Creep flying with a simple whack from her bag.

Velvet used her camera to crate copies of Ashe's weapons and went to work slashing down and shooting Grimm as fast as she could, her ears giving her early warnings whenever one tried to sneak up on her so she would easily whip around and blast one out of existence. She heard a Vampire try to swoop down and grab her but she quickly blasted it out of the sky before she shoved her copied gun into the mouth of a Beowulf and said "Wolf vs. Bunny."

She fired and the Grimm's head burst into dust.

"Bunny wins!" she said with a happy smile before quickly using a copy of Jaune's shield to block the sting of a Death Stalker, which she killed with a copy of Crescent Rose. She saw Yatsuhashi was currently dealing with a very powerful Ursa and didn't notice another, smaller one sneaking up on him so Velvet quickly created a copy of Nebula's crossbow and fired five arrows into the Grimm's back killing it.

Her larger partner noticed this and gave her a quick thumbs up before blocking the large Ursa's strike. He tried to slash the bear Grimm open with a quick slash across the side but it blocked it using one of the spikes on its back.

Yatsuhashi became annoyed by this Ursa's stubbornness and quickly tried to stab it in the leg only for it to land a successful hit on his shoulder, but his armor absorbed most of the pain from the strike. The large swordsman growled in fury before he stuck the beast's chest hard with his greatsword, but it only scratched the monster. He growled out before he quickly struck it across the chest again, swiftly used that as a distraction so he could chop off its arm and finish it off with a might blow to the head.

As the Ursa fell Yatsuhashi walked over to battle a pack of four Beowolves, which he quickly killed in a similar manner, by twirling around with his blade sticking out, decapitating all of them.

He turned to see Sage impaling a Creep, the green-haired swordsman smiled at him and said "Uh... swords for life?"

Yatsuhashi nodded with a small smile before he bisected a Creep. Sage quickly went back to work, cutting down Beowolves and the like as quickly and as effectively as he could. He heard a screech so he looked up to see two Vampires flying towards him. "Come and try it, rats with wings." He muttered.

He jumped on a bench and then onto a streetlight where he jumped forward to meet the dive-bombing Grimm, cutting one in half lengthways while the other once avoided his blade. He landed on one knee and a foot so he got up just in time for the second Vampire to crash into him. He fell on his back, struggling with the creature until someone shot it through the head.

Sage looked up to see Scarlet with the smoking gun. "You okay?" the redhead asked.

"Just peachy." Sage answered.

That was good enough for Scarlet, who fired his grappling hook into the chest of a Beowulf, brought it up close and smashed its face with his fist. He brought his cutlass down on some Creeps that were trying to take him on all at once but it wasn't anything he couldn't handle.

Scarlet fired his flintlock three times, killing a charging Ursa as the bullets shattered its head. The redhead saw a Boarbatusk trying to ram him but he quickly got out of its way and slashed it open with his cutlass.

He looked over to see Neptune electrocuting an impaled Beowulf. "Nice one Neptune!" he called.

"Thanks!" Neptune called back before transforming his weapon into gun mode and blasting down some Scavengers who were hovering overhead. As the dying vulture Grimm fell Neptune helped Sage out by taking blasting at an Ursa that was giving him trouble, distracting the Grimm just enough for Sage to sever it from its legs.

Sage nodded appreciably as Neptune transformed his weapon into its guandao mode and began to run towards a group of Tarantula Widows where he quickly spun around the deadly blade, cutting off their legs and slashing their bodies open as he did so.

This was a little move he had been working on called 'Whirlpool of Doom'. Sun had mocked him constantly over it, but Neptune didn't care, as he thought it was a cool move with a slightly less cool name.

Speaking of his Faunus partner and leader he looked over to see the blonde Monkey tripping a Creep before slamming the combined form of Ruyi Bang and Jingu Bang onto it.

Sun, for his part, had been doing really good so far and knew that his Grimm kill count was already in the twenties. He slammed his bo-staff through a Beowulf's legs, tore it out, and blasted it apart as it turned Ruyi Bang and Jingu Bang back into their nunchaku modes. He could see that he would need the fire power as a pack of sixteen Beowolves were coming at him.

As the Beowolves began to surround him he wildly flung his weapons around, blasting down some of them but he was getting a little nervous as he was running out of ammo. He had more, but the idea of running out with this many Grimm around him made him a little worried, which attracted them to him.

He soon found that no matter how many he killed, not that he could even bother counting that time, more seemed to join in on surrounding him.

One pounced at him but he slammed Ruyi and Jingu together to impale the wolf Grimm just in time, following it up by whacking several more back. He looked over to see Yang and Blake and called "Could really use some help here!"

Yang and Blake quickly ran to help him only for Penny to jump down off of a pillar, her swords either impaling or cutting the pack apart.

"I am Penny! I am a goddess of hellfire and I bring you stabbing death!" she cried as she transformed her arm into cannon mode and shot a hole clean through an Ursa. She sighed and muttered "Stabbing death, that sounded better in my head..."

"Don't sweat it! You were awesome!" Sun praised as he patted her on the back.

"Thank you!" Penny said with a pleasant smile before she sent a sword flying to cut a Beowulf's head in half.

"Don't worry Pen-bot, we'll work on the awesome nicknames, just focus on fighting right now." Yang said to her.

"Are you alright Sun?" Blake asked.

"I'm good, all this action and we haven't even gotten to the library yet!" Sun joked.

"Well action is usually absent at the library." Yang pointed out. She looked over to see a horde of Boarbatusks and Creeps rushing towards them. The blonde brawler laughed and said "Bring it on, punks!"

She opened fire with the Ember Celica, the wild barrage of gunshots turned all of the charging Grimm into clouds of fading black dust. She smirked with satisfaction until she saw an average sized Ursa coming towards her.

"Okay robo-arm, let's see how the doc's upgrades work." She said to herself as one of Dr. Kimball's more recent editions, spikes formed on her knuckles whenever she wanted them, stabbed out of her metallic hand with the letters "B" "U" "R" and "N" inscribed on the spikes.

She used her Semblance to propel herself up and slam her now spiked fist through the Ursa with her hair glowing gold. She landed on her feet and her robotic fist stabbing into the ground as the now headless Ursa fell over, dead.

"I'm just too bad." She said to herself.

Blake slammed Gambol Shroud, in katana form, through a Tarantula Widow's thorax. She quickly changed the chamber for her weapon's Dust and slammed down a purple arc of energy that destroyed the few Grimm it hit.

She turned Gambol Shroud to kusaigama mode and cracked it like a whip around a Beowulf's waist which cut it in half.

The Cat Faunus looked over to her Schnee teammate and said "Checkmate Freeze?"

Weiss smiled and said "You got it."

Blake exchanged the purple Dust crystal for an ice one and worked with Weiss to create a large ice streak that entrapped several Grimm, allowing Sun, Coco, Pyrrha, and Ren to finish them off.

"Good work, Blake." Weiss stated as the black cat shot down another Vampire.

"Thanks, a few more Grimm and this area will be clear, but I'm a little worried about the Sabers, if they're here we should have run into them or at least seen one by now." Blake said.

"Relax, if we do we'll take care of them easily, for now let's just finish this up." Weiss said. The Schnee heiress created a black glyph and launched herself forward, cutting down fourteen Grimm in as many seconds.

She used Myrtenaster to freeze a rather large Beowulf, which she then stabbed and shattered. Weiss looked to her leader who was enthusiastically cutting down the last three Beowolves with quick and merciless swings of Crescent Rose's blade.

As the last Beowulf disintegrated Ruby surveyed the site of the battle, taking in the lack of Grimm, which was always a good thing. Ruby secretly hoped Salem could feel this, as it was just a taste of what she had coming.

"Well I'd say our first official battle as Team Beacon was a complete success!" Ruby declared.

"Obviously, they didn't even stand a chance." Sun agreed.

"Not even for a second." Coco chimed in.

"We should get headed for the library, the more major places we take back the sooner Beacon will..." Jaune began to say before a cry interrupted him.

The seventeen kids looked to see a lone Huntsman running from a rather large Death Stalker. The Huntsman was armed only with an axe so he couldn't do much against the beast without help.

Ruby quickly changed Crescent Rose's chamber to an explosive Dust cartridge and said "Nora, Coco we'll take it down. Pyrrha get him out of harm's way."

"Right." Pyrrha said as she used her Semblance to grab the metallic items on the man's clothes to bring him closer to them faster and got him out of the way while Nora and Ruby both fired explosive rounds at it and those blew both of its pinching claws off but Coco's heavy blasts from her minigun reduced it to nothing but slag.

"Whew, oh man! I owe you kids one." The man said as he tried to catch his breath.

"It's okay, just helping out a fellow Hunter." Ruby said with a smile.

"Listen kids, I just came from the garage and there are over a dozen Hunters holed up there and they're surrounded by Grimm! They've got badly wounded Hunters and the ones that can fight don't know how much longer they can keep the Grimm back, they're getting hit with a capital 'H', as in hard and heavy! They could really use some help." The man said desperately.

The members of Team Beacon looked to each other and without even a chance for someone else to speak Ruby said "We can spare some of our group to help them."

"No talking about it?" Coco asked with a raised eyebrow.

"What's there to talk about?! Fellow Hunters are trapped and need help, so we help them!" Ruby exclaimed.

Coco grinned and said "I like the way you role, Rose."

"I'll go, maybe I can get Bumblebee out to help kick some Grimm but." Yang said.

"I'm going too." Blake said.

"If she goes I go." Sun added.

"And he won't last a second without me." Neptune sighed.

"Thank you, I'm tired but I can still fight." The Huntsman stated.

"Okay, once you help them out of there you guys can join up with us at the library, maybe we'll save some Grimm for you." Ruby joked.

"You sure we can take on the library with just the thirteen of us?" Ren asked.

"I think we can, we got enough weapons, Dust, and power to do it." Ruby argued.

"She's right, besides we might not even be doing it alone, other Hunters are scattered around the place, remember? Chances are we'll have some help." Jaune said.

"Okay good. Yang, Blake, Sun, Neptune, take care of each other and come back to us safe!" Ruby said.

"Can and will do Rubes!" Yang said as the four members of Team Beacon followed the lone Huntsman to the garage.

Ruby waved to them and said "Okay, now let's go capture that library!"

And with that the remaining members of Team Beacon followed Ruby, Coco, and Jaune to the library.

---

A trio of Hunters had taken up a position in a skyway near the cafeteria and they were shooting various Grimm down, but mostly Beringels who had taken over the dining hall.

"These things are freaking everywhere! It's like if we kill one three more take its place!" cried one armed with a heavy caliber machine gun as he used his gun to rip one of the ape Grimm to shreds.

"We can do this! I see Goodwitch and Branwen, they're coming with reinforcements!" said a Huntress as she saw Qrow, Glynda, and Winter lead nearly a hundred Hunters and soldiers towards the skyway.

Another Huntsman huffed and said "It's about time! We could sure use the..."

He didn't get to finish his sentence as a Beringel jumped onto the bridge and its mighty fists crushed his neck. The two other Hunters quickly tried to shoot the Grimm before it could do anything else but it ignored them and smashed through the glass, landed on the ground, and began to rampage towards Qrow and the others.

Qrow and Winter nodded to each other and ran forward with their swords out, aiming for a large Beringel. The two ran past it, their blades slashing off its arms. The creature roared in pain before one of Winter's finished it off with a well placed shot to the head.

As Qrow, Winter, and the other warriors continued killing as many Grimm as they could Glynda used her powers to launch herself on top of the skyway, where she used her Semblance to send some debris slamming into the Beringels, either crushing them or distracting them enough for the various Hunters or Atlas soldiers to finish them off. She looked over and allowed herself a small smile at the sight of Port and his Hunters.

She jumped off the bridge and landed in front of Qrow.

"Peter is here, we need to join up." She said to him.

"Right, taking back this place will be easy." Qrow stated.

Port happily blasted a Beringel's head off before slamming his axe twice into the torso of another. "Oh if only these things stayed, I do wish Miss Rose's eyes were here, they'd be of great help." He mused to himself before he noticed Glynda and Qrow. "Ah! Hello my dears! Wonderful battle, isn't it?"

"First off; never call me 'dear' again, that's just creepy. Second, what the hell is a good battle?" Qrow asked as he shot down a Scavenger.

Port chortled at his old student's response as Glynda approached him.

"Most of your troops are with you, correct?" she inquired.

"Yes, some have went off to fight their own glorious battles but I think together we can take the dining hall with little effort." Port answered as he blasted a small Beringel in half.

Glynda looked into the windows of the dining hall and could see dozens upon dozens of the ape Grimm, roaring furiously. "In that case let us get it over with, the more locations we take back the sooner this mess will be over." She said as she aimed her wand towards the doors of the cafeteria. "I'll open the doors, any of you with heavy artillery shall open fire and clear a path for Qrow, Winter, and Port. You three will then lead our troops into the building and slaughter the Grimm, agreed?"

"Agreed." Qrow, Winter, Port, and several others said with a nod.

Glynda waited for various Hunters armed with explosive ranged weapons to get in front of her before she got ready. She knew there would be an insane amount of damage to repair once this was over, but it wasn't anything she and an army of construction workers and architects couldn't repair. "Prepare to pour everything you have!" she shouted.

"Surround the windows and get ready to jump in once we start pushing them back." Qrow ordered a few dozen Hunters.

Once everyone was in place Glynda used her Semblance to pull the heavy doors open and the band of Grimm poured out from the dining hall and charged towards the Hunters, only to be obliterated by grenades, rockets,

"Go!" Winter yelled as Hunters and soldiers alike began running inside. Winter slashed down the large Grimm with some effort while Qrow, using Reaper's scythe-mode, rocketed inside and slashed half a dozen down within seconds. Port, laughing jovially, blasted them apart while occasionally using the axe portion of his weapon to stop them from attacking him if they got to close.

"Now!" Qrow screamed, giving the signal for the Hunters by the windows to come in. They Hunters jumped up, cutting or shooting their way in through the glass and bearing down on the side of the Grimm's forces.

An alpha Beringel, three or four times the size of an average person, slammed through the kitchen and roared at the invaders. It slammed its fists down and launched itself at them, landing on one unlucky Atlas soldier who was crushed under its weight. The alpha grabbed a Hunter and slammed him down, breaking his spine. The beast gave out a terrifying roar as it jumped up to the walls, crushing a Huntress as it did so.

"Schnee, Port, we're taking that thing down!" Qrow ordered. He fired a shot at its chest but the bone-like armor protected it from the blast. Port, however, had a much more powerful gun.

"I'll draw its attention while you take it down with your blades." Port said.

"Sounds good to me." Winter agreed.

Port began blasting it, managing to land a powerful blow on its upper-arm. The alpha roared and began to charge at Port while the eldest teacher present began firing away at its chest area.

Winter and Qrow struck, with Winter slicing off its fingers as Qrow attacked from behind, severing its foot while jumping onto its back.

The beast's movement, now hampered by the loss of its foot, ground to a halt while taking another hit from Port's blunderbuss, this allowed Winter to jump up towards its head and cut it open while Qrow slammed Reaper deep into its back.

The alpha Beringel fell, roaring in pain, not noticing Port had gotten incredibly close to it. Port shoved his blunderbuss into the beast's mouth and fired, blowing it to smithereens and ending it.

"Ha! The brute was no match for the three of us. It's a shame Miss Ruby isn't here, if she had frozen the monster it's head would have made an excellent trophy." He said as he shot down a young Grimm.

Winter gave Qrow a look. The scythe user laughed and said "You get used to him, trust me."

She rolled her eyes and said "If you say so."

Qrow laughed as he heard the sound of the building shaking, the back wall burst open to the reveal a furious Goliath, roaring at them.

"Oh shit!" cried one of the nearest Huntsmen as he tried to get out of its way, but no luck, he and an Atlas soldier were trampled to death by it.

"Fire! Blow it to bits!" Port cried. He fired his blunderbuss as many other Hunters and soldiers opened fire on it all at once, the massive Grimm, despite its thick hide, didn't stand a chance against that many explosives hitting it at once and it burst into large globs of black sludge as more Grimm such Beowolves began to pour in.

"More!" cried a soldier before a Beowulf jumped onto him and bit into his neck.

Qrow opened fire with Reaper as Glynda came in using he powers to send the chairs and the long tables scattered about the place smashing into the Beowolves.

"Keep it up!" Qrow yelled as the battle raged on. He didn't know how much longer this would last, probably all day, but no matter what they had to keep fighting.

---

Elsewhere, not too far away, Ruby, Jaune, and Coco led the other ten members of Team Beacon into the library. On the way they had run into a few other Hunters who said that Sabers had been prowling around the library, which gave Team Beacon the need for caution as the feline Grimm were rather intelligent compared to others in the Grimm kingdom.

From the looks of it the battle was going incredibly well, Ruby could even see the use of the Light-bringer cannon in the distance and the sounds of gunfire off the campus grounds meant that Chamberlain's troops were blasting down any Grimm that were attempting to escape and if the Grimm were beginning to retreat that could only mean good news for Beacon.

Jaune looked over to see Hunters and soldiers fighting in the distance at the school building and said "I think I can see some the guys from our group, Oobleck and your dad can't be far behind."

Ruby nodded and said "So if we need help it won't be far behind."

"What about the Saber's venom? If one of us gets bit we'll need an antidote quick." Velvet pointed out.

"Oh, good point. Well if someone gets hurt I'll just back to the main amphitheater and get one from Nightgale, sound good?" Ruby asked.

"Good enough for me, let's head in! Make sure your weapons are ready! Remember these cats don't go down without a fight!" Coco said firmly.

Jaune looked to Pyrrha and said "We'll be alone, so you can control them, right?"

"Right." She confirmed as she gripped Milo and Akouo tightly.

"Alright, Nora, Ren, Coco, Penny, Fox and I will head in first, and Nora please don't fire your grenades in there, and the rest of you follow us in, everyone okay with that?" Ruby asked.

Everyone nodded and Coco said "Cut the chatter, people, we got a hall of books to capture. She blasted the door open and immediately a Saber jumped out as the doors crumbled.

Coco didn't even flinch as Yatsuhashi cut the tiger Grimm apart.

"Thanks, Big Y." the fashionista said, which was returned with a nod.

Ruby led Nora, Ren, Coco, Fox, and Penny ran in first, shooting, smashing, and slicing Grimm down. Nora swung her war-hammer with ease and a slightly manic grace, obliterating a young Saber in midair while Ren blasted down Sabers who were trying to pounce on them, taking them out by riddling them with Dust bullets, although he did occasionally have to block a saber-tooth bite with the StormFlowers' blades.

Coco slammed her bag into the head of a Saber before blowing three more away with her minigun before jumping out of the way of a pouncing Saber and blowing it away easily. Fox fought close to her, using his arm blades to slash the Grimm apart and drive them away from him.

"This isn't so bad, I expected much worse." He remarked to his partner and leader.

"Keep up your guard; these cats are known to play tricks." Coco warned him as Jaune led the others in.

"Take 'em down!" Jaune commanded as Scarlet fired his grappling hook into the ceiling and swung overhead, cutting Grimm's backs from above, distracting them enough for Ruby, Penny, Ren, and Pyrrha to shoot them.

Penny looked up to see a group of six Sabers were using the adhesive gel on their paws, as well as their sharp claws, to climb on the ceiling. They were about to let go and attack from above when Penny impaled them all with her swords and slammed their bodies down on other Sabers.

"I am not to be messed with!" she declared before she used her arm cannon to scare a Saber off from attacking Ruby, who gave Penny an appreciative smile.

Sage and Yatsuhashi worked together, fighting back to back as they used their powerful swords to hack and slash apart any Saber that came at them. Weiss froze a group of Savers in place, allowing Ruby to blast them all without any resistance.

"This is too easy." Ruby said.

Jaune looked at her and muttered "Yeah, too easy... Pyrrha, try to take control of them!"

Pyrrha nodded and quickly used Milo in spear form to impale a Saber that had nearly pounced Fox. She ran over to the small space between the shelves, now battered and dirty due to months of neglect, and the windows to see a lone Saber. She reached out to it with her Grimm Commander powers only feel something odd... something wrong... it was already being controlled.

She looked down and saw a body part on the ground, an ear, a few inches from her feet. Others had come in before them and had been killed, and they were next. Before she could collect her thoughts and warn the others she heard a scream from someone and heard Velvet yell "Fox!"

Fox had been bitten on the leg, the razor sharp fangs sinking into the area under his knee. The venom entered his bloodstream as Velvet killed the Saber, as well as several others that had surrounded Fox to kill him.

Velvet grabbed her teammate and helped him down.

"Oh no, Fox can you hear me?" she asked.

"Hear you just fine, Velv... crap it hurts..." he moaned in pain as his aura went to work healing the damage.

Coco ran over, smashing down a couple of Sabers as she did so, and grabbed his hand "You're gonna be okay Fox, I promise. Ruby! Fox got bit! Go get an antidote now!"

Ruby nodded and said "I can carry him back to Nightgale."

"No, I'll slow you down, go get the antidote!" Fox cried in pain.

"Okay, I'll be back in a few, I promise!" Ruby swore before she vanished in a flash of black and red.

Jaune made his way to them as he decapitated another Saber while Pyrrha ran over to him.

"We need to leave." She said.

"We can do this, Pyr! Ruby will be back and Fox will be okay, did you try..." he began before she cut him off.

"I did, that's the problem; they're already being controlled!" she revealed.

Jaune let this information sink in and he muttered "Crap. Come on!"

The couple ran back to the main avenue of the library with the others and Jaune said "We're leaving, now!"

"Fox is injured but we can hold out until Ruby gets back." Coco argued as she and the rest of Team CFVY formed a protective circle around Fox.

"We need more than just that, Pyrrha says that the Grimm here are already being controlled by someone!" he shouted.

Coco's eyes widened and she said "Gotcha, we're moving out people!"

"Understood! Move Fox out while we cover you." Weiss said as she, Ren, Nora, Scarlet, and Penny kept the Grimm back as they tried to surge forward.

Coco nodded but looked to see more Sabers from the upper level were moving towards the exit. "Crap." She murmured to herself.

"Take them down and draw their attention, I'll carry him out." Sage offered.

Coco nodded and said "Right, okay Fox hold onto Sage."

Fox didn't argue and did his best to make Sage's job a little easier as he climbed into the larger Huntsman's arms. Coco, Velvet, Pyrrha, Jaune, and Yatsuhashi all gave them covering fire, or covering swords in the case of latter two, but before Sage could reach the door a Saber pounced him from out of a bookcase and bit into his hip, making him scream with pain.

"No!" Scarlet cried.

Several Sabers jumped down from above and made ready to attack the two injured Huntsmen in training before Coco and Velvet blasted them away. Pyrrha, Jaune, and Yatsuhashi all rushed forwards and dragged the two injured teammates back as more Sabers jumped down, blocking the exit.

"It was a trap. Damn it." Coco swore as the Sabers began circling them.

"The windows, we can make it out through the..." Jaune began before he noticed that each window was being blocked off by four Sabers each. "Damn it."

"Who is it Pyrrha? Who's controlling them?" Velvet asked as she held a photo-copy of Ashe's sword.

"She knows who it is, don't you Fotia?" asked a deep voice.

Pyrrha glared up as a figure emerged from the dark shadows of the upper levels, a Tiger Faunus who was without a doubt a Grimm hybrid. He was wearing a neat suite, his skin was white with black markings that resembled tiger stripes, and his red eyes bore down on them as he wielded two large blades, the handles of them resembled scissors. His mouth opened up as he laughed to reveal large feline jaws.

"I wanted to wait until the one with the Silver Eyes was gone, I'm not eager to find out what her powers can do for myself but I am very eager to talk to you again, Fotia."

Pyrrha glared at him and revealed to the others what his name was; "Sheer Kaa."

He gave her a sinister smile before saying "Oh my dear Fotia, you may have betrayed our cause, but no matter what you will always be one of us."

---

Yang, Blake, Sun, Neptune, and the Huntsman, whose name was Tip Canner, arrived at the garage to find it surrounded by Beowolves.

"From what I know the Beowolves' lair was inside and when the Hunters took it over the Grimm called in reinforcements." Tip explained.

"That's a lot of Beowolves... think we can kill enough to even the odds?" Neptune asked as he turned weapon into its gun form.

"Oh yeah we can, get ready to start shooting everyone!" Yang said as she aimed her gauntlets forward. Blake nodded and transformed Gambol Shroud into pistol mode while Sun got out Ruyi and Jingu Bang.

"Blake, get their attention." Sun said.

Blake created an explosive clone and sent it forward, it collided into a Beowulf and the resulting explosion killed several more.

Yang whistled and called "Over here doggies!" She then let loose a wild barrage of Dust fire from her gauntlets, destroying a dozen Beowolves in mere seconds. She jumped up and kicked her boots through the head of another she flipped up and slammed her metallic fist through yet another Beowulf while she used her free hand to shoot two more into nothing but dust.

Blake shot several Beowolves down as she and Sun fought together, Sun wildly flinging his nunchaku, sending Dust bullets into the wolf Grimm. She transformed her weapon into kusaigama mode and launched it forward, impaling a line of six Beowolves and then finishing them all off with a swing of her sword, loaded up with a purple Dust crystal that killed them all.

"Nice one!" Sun complimented as he slammed Ruyi Bang into the head of a Beowulf.

"Thank you." Blake said as she cut off a Beowulf's legs.

Neptune and Tip ran to the door of the garage as the former blasted Grimm away while the latter cut them down. Neptune turned his weapon into Guandao form and cut a Beowulf down from shoulder to groin as Tip banged on the metal door.

"Help is here! If anyone is still alive please let us know!" he called.

There was the sound of metal scraping from the inside as several battered Hunters could now been seen through a window in the door.

"If you can still fight help us out! We can get your wounded to a medic!" Neptune said as he cut a Beowulf's head in half.

A door on the side opened up and several Hunters poured out and began slaughtering Grimm. One shot two Grimm, blowing one's arm off and the other was blown in half. A Huntress armed with a flamethrower melted down a trio of Beowovles while a Goat Faunus rammed his horns through one's mouth. A Huntsman, armed with what appeared to be some sort of telescope on his shoulder aimed and fired a powerful deadly laser from it, destroying ten Grimm with one shot.

"Whoa, Ruby would fall in love with that thing." Yang said to Blake as she ripped Beowulf in half with her bare hands.

"Speaking of which I hope she and the others are doing okay." Blake stated as she blocked an attack.

"As soon as we're done here we'll make our way to the library to give 'em some back up." Yang reminded her partner as the Beowolves began to retreat.

"Well how about that? Take down like five dozen of 'em and the rest run like cowards." Sun said with a smirk.

"Thanks a lot you guys, we were nearly done for. A few more minutes and those things would have torn through the door." A dark-skinned Huntsman said as he shook Yang's hand.

"No big deal, happy to help out fellow Hunters. Hey, is there a yellow bike in there with a black stripe?" she asked.

"I think so, wasn't really paying attention, is it yours?" he asked.

"Oh yeah!" Yang confirmed as she ran inside after the main door came up.

"We need help getting the wounded back to the main avenue, two of us have already died." The Huntsman said to Tip.

"I'll help you. I think my team can make due without me." Neptune said.

"Normally we couldn't but now that we have like a dozen others to depend on we can, do what you can Neptune." Sun said to his partner.

"Excuse me, young lady, but did your friend say that your group was heading towards the library?" the Hunter with the telescope weapon asked Blake.

"Yes, why? Is something wrong?" Blake asked, a bad feeling beginning to surface in her gut.

"Before we came here we tried to take the library, several of our number were killed by the Sabers that have taken up residence there! Your friends need help!" he alerted her.

"Oh man!" Neptune cried.

"What are we waiting for?! Let's get moving!" Sun shouted worriedly.

Blake nodded and began to run towards the library when Yang burst out of the garage on Bumblebee, she drove her bike in front of them and said "Forget walking, we're making a rescue in style. Sun, can you drive?"

"Yeah, my uncle showed me how a few years back." Sun assured her as she got off. He got on and revved it up. "Okay Neptune, see you later."

"Good luck!" Neptune said as Blake got behind Sun and Yang behind her.

"Let's move!" Yang shouted, and with that trio of young Hunters on Bumblebee zoomed off towards the library.

---

Inside of the library Pyrrha glared up at the Faunus Grimm Commander who was giving her a dark smile.

"Pyrrha, I assume this is the Grimm hybrid I didn't meet." Jaune said.

"Correct, Sheer Kaa, the first successful hybrid." Pyrrha confirmed. "What do you want? Are you here to kill us? To being me back?! I'll never be her slave again! NEVER!"

"No, no, no my dear. Right now it is your move to make, Mistress Salem merely sent me here to observe the battle, a enemy that appears to be peaceful is simply biding its time as they say, but I must admit seeing you come to me was quite the bonus. I have been here for the last few days, waiting to observe the siege, and I confess that the final effort is most impressive, but I am not here to fight or to kill any Hunter, simply to watch and report anything significant to Mistress Salem. A few Hunters did wander into my friends' lair, but I played no part in their deaths, I simply watched." Sheer Kaa said as he stroked a Saber's chin.

"If you're going to fight it come on down and get it over with!" Jaune snarled.

"Yeah, all of us against you and your pets? Easy win." Coco shot.

"Children, I told you I am not here to fight, Mistress Salem knows that even if you succeed in retaking this school there will always be the dark memory of the disastrous defeat. While I won't fight you personally I am taking some rather... hostile measures against you before I leave." He said.

"And what are those hostile measures?" Pyrrha inquired.

"I've just recalled every Saber out in Beacon to return here, defend the den, and do their level best to kill you. I think that will be more than enough of a fight for all of you, good luck. I bid you all adieu!" he finished as a portal opened up behind him, one Pyrrha knew would take him directly to Salem.

"You're leaving? Just like that?!" Pyrrha cried.

"We're not to interfere with you for now, Fotia, just remember; your happiness won't last." Sheer Kaa said darkly.

"We'll see about that." Jaune said with a glare.

Sheer Kaa smirked and then the Grimm Commander stepped inside of the portal that disappeared in a flash of light.

The group of teenagers stayed close together as the Sabers circled them, growling and snarling at them.

"Pyrrha, now that he's gone you can control them, right?" Nora asked.

Pyrrha nodded and said "I should be able to, you should too Jaune."

"Pyrrha, now is not the time for a lesson!" Weiss snapped.

"No, she needs all the help she can get, okay, reach out and feel them, feel the dark within them, their anger, fear, and hate." Jaune said to himself as he reached out with his mind. They had gone over how to do it before but after what happened with the Chimera Jaune had been rather hesitant and thankfully the minds of these creatures weren't anywhere near as disturbing as the beast that had claimed Cardin's life.

Despite his best efforts he failed to grasp at the creature, he couldn't make it listen to him. It roared at him as it struggled to get him out of its small mind. It leapt forward but Penny pulled Jaune away just in time and stabbed the creature.

"You tried Jaune, I'll handle this." Pyrrha said as her eyes turned red for the first time in months. The Grimm all stopped and looked at her, no longer making any hostile motions or noises.

"Now!" Pyrrha yelled.

Weiss quickly created an ice glyph and encased a large part of the Saber pride within the cold block.

"Take them out!" Jaune ordered.

Coco, Ren, and Penny all began blasting the frozen Grimm into pieces while Nora and Yatsuhashi smashed them with their melee weapons.

"Ah!" Fox cried in pain, a burning sensation was spreading through his leg, and the same kind of pain was beginning to hurt Sage as well.

"Frith and Inle... we need to get them out of here." Velvet said to Jaune, who nodded.

"Pyrrha, keep the Grimm back, Velvet, Scarlet, and I will help Fox and Sage out of here, everyone else take out as many as you can!" Jaune ordered.

"Not a bad strategy, Arc." Coco said with a hint of admiration as she fired on the Sabers in the upper levels.

"You got it fearless leader!" Nora said as she fired a grenade at the remaining clump of frozen Sabers, shattering them. "No books were harmed!" she declared.

"I wouldn't say that..." Ren muttered, looking around at the various damages caused by the battle.

Jaune, helping Scarlet carry Sage, led the group out of the library with Velvet helping the injured Fox out, followed by Penny, Pyrrha, Weiss, Yatsuhashi, Ren, Nora, and Coco, the last few shooting away at the Grimm to keep them in the building.

Pyrrha looked ahead to see a few dozen more Sabers coming towards them at their top speed, which was very fast.

"Kaa wasn't bluffing, we've got more incoming!" she cried as she quickly transformed Milo into its rifle form and shot one down, a cloud of black sludge bursting from its head.

Jaune got Crocea Mors ready and said "Come on!"

The closest Saber leapt at him and he cut it down with a heavy swing of the Crocea Mors, the body hitting the ground behind him as it began to disintegrate.

Just them the windows of the library burst open as the Sabers from inside attacked. Two came down at Jaune and he managed to ram his sword through one and keep the other at bay with his shield until he rammed his sword through it. He saw another one was about to attack Sage and Scarlet so he ran over, pushed them out of the way and took the attack for them, the Saber bit his shoulder, forcing him to scream.

"Jaune! NO!" Pyrrha screamed.

She ran forward slammed Milo into the Saber, killing it.

"You will not hurt him!" she yelled as she began cutting Grimm down.

Nora smashed her hammer onto a Saber right before a small one bit down on her shin, making her cry out in pain.

The immediate pain ended quickly as the young Saber, which didn't even have full grown teeth yet, was sliced in half by an angry Ren. He grabbed Nora and said "Hang on to me!" as he kept shooting at the Grimm.

Just then the sound of a motorcycle engine filled the air as Bumblebee, driven by Sun with Yang and Blake hanging onto him came into view, speeding towards them.

Sun brought the bike to a sudden halt and, as planned, Yang and Blake went flying into the air, blasting the Grimm from above.

"Oh thank goodness." Velvet mothered as Yang landed in front of her and began to shoot down more Sabers.

"You guys bit off way more than you could chew, huh?" Yang asked as she slammed her gauntlet down on a Saber's head.

Sun left Bumblebee behind and used the combined form of Ruyi and Jingu Bang to slam down the Grimm as he ran towards the injured Jaune, Nora, Sage, and Fox, who were being protected by Velvet, Pyrrha, Ren, and Scarlet

"What the hell happened?!" he cried as he joined them in fighting off the Sabers, the number of which seemed to be growing.

"We'll explain later." Pyrrha said.

"If there is a later!" Scarlet cried as he blasted a young Saber.

Yang, Blake, Weiss, Penny, Coco, Yatsuhashi, fought the main bulk of the Grimm's forces, attracting more and more Grimm of different types to the battle such as Beowolves and Beringels.

A Saber ran towards the injured, its jaw open and ready to feast only for Pyrrha to obliterate it with blast from Milo.

"Keep them back! We can hold them off!" she cried.

"You sure about that? It looks like the more we fight the more Grimm come at us!" Scarlet said.

"We can do this, man! Don't whine so much!" Sun scolded.

"Where's Ruby?!" Yang asked Weiss.

"She went to get an antidote for the Saber venom, I hope she brought enough for all of them..." Weiss informed the blonde brawler.

Before Yang could respond a Beowulf tried to pounce on her, only for it to be blasted away by a burst of flame from Oobleck's thermos. She smiled as she saw the green-haired teacher leading a group of seniors into battle.

"Attack! Draw their attention!" Oobleck said.

Just then a flash of red and black appeared and seven Sabers were sliced in half by a furious Ruby, holding Crescent Rose firmly in her hand and a case containing several syringes filled with the antidote for Saber venom. Before she could say anything she saw the injured forms of Jaune, Nora, Fox, and Sage and was shocked by the sight of three more of her friends being injured, shaken by the fear that she hadn't been fast enough but then she noticed a very large Saber on top of the library, big with matter fur, a scarred and battered skull-mask with one it's long fangs noticeably chipped and cracked. It jumped off the building, aiming for the injured, its claws out and ready to kill.

"No!" Ruby screamed, her eyes glowing a brilliant silver light. In an instant all Grimm within the small area were killed, their bodies seemingly frozen at first until they fell over.

Ruby had jumped up into the air and cut the alpha Saber in half lengthwise, she landed on her feet behind the injured, slightly hunched over and breathing hard.

"Ruby!" Yang, Weiss, Blake, and Penny all cried.

Yang grabbed Ruby and said "Calm down Ruby, everything is going to be okay." She could see the worried look in her little sister's eyes behind the silver light.

"I... I got the antidote." Ruby said between breaths. "I... got enough for... everyone!"

"Good, that's good Ruby." Yang said as she hugged her close.

"Antidotes? Judging by all the Sabers I imagine someone was bitten?" Oobleck said.

"Us! The four of us need the antidote ASAP!" Jaune said as he tried, and failed, to ignore the burning pain in his shoulder, knowing that Nora, Fox, and Sage were suffering through the same thing.

"I'll administer the drug Miss Rose." Oobleck said, and with that Ruby quickly gave him the case.

"How did you get here so fast?" Velvet asked.

"We were fighting nearby, lucky for you that we noticed the commotion. General Ironwood noticed your battle and alerted us to your dire circumstances." Oobleck explained as he injected the cure into Fox.

"Where's Neptune?" Scarlet asked Sun, making Ruby's head jerk up.

"Hey, I didn't notice he wasn't here, is he..." she began before Sun stopped her.

"He's fine; he stayed behind to help out some injured Hunters." Sun assured her.

"That's a relief." Scarlet muttered as Sun turned to Sage.

"Hold still, Mr. Ayana!" Oobleck scolded.

"Sorry, gotta thing with needles." Sage said as he took the stinging sensation on his hip with a seethe of pain.

"You gonna be okay, man?" Sun asked.

"Oh it's nothing!" Sage said.

"Not nothing Mr. Ayana! A Saber bite is very serious, none of its victims have been able to properly perform in a battle for a week after the venom is entered into the bloodstream, even with the antidote!" Oobleck said.

"Oh..." Sage retorted, a little shocked by that.

"Don't sweat it bro, you'll be back on your feet and fighting in no time." Sun promised him as Oobleck began work on Nora, because Jaune insisted she go first.

"But Jaune..." she argued.

"No buts Nora! The leader always puts his team before himself!" he snapped.

Nora sighed and let Oobleck go to work on her while Jaune noticed the smile on Pyrrha's face.

"What?" he asked.

"You continue to make me proud everyday." She said as she knelt down and kissed him.

"I failed to control the... you know." He said, not wanting to let the knowledge of their Grimm sides out to the strangers present.

"We'll work on it." She said happily before Oobleck attended to him.

"Dr. Oobleck, is dad okay? Earlier we saw group fighting where he was supposed to be." Ruby asked, the concern in her voice obvious.

"Yes Miss Rose, your father is fine, he's still trying to take the school and while some of the others have moved on to the dorms, if you'd like you can join him. You can too Mr. Arc." Oobleck announced with a smile.

"Huh? What?" Jaune asked, surprised.

"Your... condition and aura surplus slowed down the venom remarkably well, you can still fight despite some minor pains." Oobleck said.

"Lucky." Nora said with a huff.

Pyrrha helped Jaune up as he smiled, he could already feel his aura fixing up his shoulder.

"Can you take care of Nora and the others?" he asked Oobleck.

"Of course, we have some injured to deliver to Nightgale anyway." The man said.

"You guys wanna keep fighting?" Ruby asked.

"I'm still combat ready, Ruby. Some minor damage and fatigue are nothing to me." Penny said.

"We're good to go." Coco said as Velvet and Yatsuhashi got behind her.

"Sage will be okay so we'll give you some help." Sun said as Scarlet reloaded his pistol.

"You know we're good." Jaune said as he and Pyrrha got their weapons ready, while Ren was making sure Nora was okay.

"You know we're with you Ruby." Blake stated as Yang got ready to ride Bumblebee into battle once again.

"Okay then, let's move!" she said. The rest of Team Beacon made their way towards the dorm building, ready to reclaim the place that had served as their home.

Oobleck looked over the dead, but still existing, Beringels, Beowolves, and Sabers and muttered "Peter is going to have a field day with this." He took out his scroll and called Ozpin. "Professor, we have retaken the library and the chances of taking the dorms within the next two hours are very much in our favor."

"Wonderful, now if we can take back the tower and the dorms this grueling battle will be over."

---

Little did they know that the battle had not gone unobserved, Ironwood had alerted Oobleck to Team Beacon's need of assistance but he and Benedict also witnessed the power of Ruby's eyes.

All Benedict could say was "Incredible."

Ironwood nodded and said "If only we had more of her."

---

An hour later the still active part of Team Beacon, rejoined by Neptune, had helped Taiyang's forces and the rest of Oobleck's group in retaking the lecture halls and the dorms. It had been a hard battle as many Grimm had made the buildings their homes but in the end they had driven the creatures of darkness out. Many Grimm had retreated away from the school grounds only to be shot down by Chamberlain and his forces.

With the buildings finally secured, for the most part, Taiyang led most of the adult Hunters to the CCT tower to join up with Qrow, Winter, Glynda, and the others for one final assault. He ordered Team Beacon, tired and weary, to stay behind and make sure no Grimm recaptured the area.

Jaune walked down the hall and turned to see the open door of the room that belonged to Team JNPR. It had been nearly nine months since he had last set foot in this room that he had lived in and a part of him still felt at home here. He could see that Pyrrha was already inside, taking in the damage done by the Grimm.

He looked around to see the walls clawed up, Ren 'Please Do Nothing to the Cook' apron was ripped to shreds, textbooks tossed about the place. It was sad to see their old room like this.

"Pyr, you okay?" he asked.

She remained still but nodded, "I'm fine Jaune it's just... been so long."

"I know." he said as he sat down on his old bed, the frame snapped in half. "It feels like a whole lifetime has passed since we were last here."

"It has been." Pyrrha stated.

Jaune sighed as he opened up a drawer on his nightstand, he smiled to see that his comics were still in good condition.

His head jerked up when he heard sniffling. He saw a sight he always hated, no matter what: Pyrrha was crying.

He shot up, rocketed over to her, and wrapped his arms around her in a comforting hug.

"Jaune, all of this was because she manipulated me into destroying Penny... this is all..." she began to say before Jaune hushed her.

"No, it's her fault, not yours. We were all her pawns. She can't hurt us now Pyrrha." he tried to assure her.

"She'll be back Jaune... you were hurt today, for a second I was afraid I'd lose you." she said as she buried her head into his neck.

"I won't go down that easily, I know you, Ren, Nora, Ruby, and everyone else will always be looking out for me. You protect me and I protect you." he told her.

Pyrrha simply nodded as she kissed Jaune's neck and wrapped her arms around his back, content to simply be held by him for now. The two felt safe in each others' arms, a feeling they both needed.

In the room next door Team RWBY stood together in the ruins of their room; the bunk beds had collapsed, Blake's books tossed around the place, clothes lay on the ground torn up, it was a mess.

Blake picked up her Ninjas of Love novel and tucked it away in her long jacket's pocket while Weiss looked out the window to see the damaged courtyards. Yang sighed sadly as she took up a pair of gloves she wore every now and then, knowing that she no longer had use for one of them.

Ruby shed a few tears at seeing their old room in such a ruined state, but she found comfort in knowing that with any luck, Beacon would be back to normal within a few months. And to Ruby, the knowledge that they had helped take Beacon back made all the difference.

---

The second battle of Beacon raged on for hours until after the sun had set. The school, the weapons forge, and the dorms had been difficult to capture but they had done it. It had been hours of intense battling, over three dozen Hunters had fallen to the Grimm and more Atlas soldiers had been lost to battle Qrow, Winter, Glynda, Port, Oobleck, and Taiyang, along with many Huntsmen, Huntresses, and Atlas had worked together to make one last major offensive to take the last major part of Beacon; the tower.

It had been a while since Qrow had been there, the last time he had to run in was when he had to collect Amber's dead body during an attempted attack shortly after Ruby had woken up. He had to admit, seeing the forests and the towns in the distance from this height was rather breathtaking.

Qrow stood with them atop Beacon tower, looking down on the war torn academy. All of them were showing signs of the long and difficult battle; his jacket torn and dirty from the intense battles he had fought today. He looked to Glynda, who was fine save for a torn cape, and Winter, who had a healing scratch across her cheek and a tattered up sleeve after a Beowulf tried to bite her arm off. Port stood tall and proud with his jacket off and his blunderbuss showing signs of battle damage while still in good shape while Oobleck's glasses had cracked after a run-in with a Scavenger. Taiyang looked fine, his arm was bruised and his vest was torn up, but he was still ready for one last fight should the need arise.

Qrow could hear the heavy steps of the Paladins from below them, moving around the bottom of the tower to keep any remaining Grimm away. Ironwood and Ozpin came up alongside him and the cyborg said "We've done it, Beacon is finally ours again."

The dusty old crow sighed and simply said "Yep." Winter looked at him and could see the exhausted look in his eye, he was too tired to say anything else.

"Don't be so down Qrow, you've all done us a magnificent service by riding this school of the Grimm infestation." Ozpin said as he looked out to the ruins of his school. "It will be a long process but we can and will rebuild. Many have given their lives today so that we may have hope for the future, their sacrifices can never be forgotten." He stated, coming up with an idea for a memorial statue to list the fallen warriors, as well as those who died during the Fall.

"There are still some Grimm left, little over one hundred, but they will be minor threats with what we have now." Glynda said.

Ozpin nodded and replied "We can't let go of this place, never again and not even for an instant. We lost it once but we must never lose it again."

"My army can't stay for long but I can leave a detachment of troops and Paladins behind to help you defend it from further attacks." Ironwood said.

Ozpin gave him a smile and said "That would be most helpful, General. The battle is finally over and now reconstruction can begin. We have won."

Ozpin knew that the victory was a mild one, that there would be more battles in the future, but for now they were victorious.

One could only hope it stayed that way.

Well Team Beacon's first mission could have gone better, but on the bright side Beacon is theirs again.

The next chapter won't be up next week, I have relatives visiting so I won't have the time to write, sorry! But in the next chapter we'll finally get to the White Fang part of the White Fang arc! As well as some Blake and Adam backstory.

About the designs; Ruby and Blake have their V4 looks while Weiss and Yang keep those outfits they wore in part of V2.

Originally I was going to show the siege of the tower but I don't want to burn myself out on the action, plus I didn't want to make it too long. Plus it was a pain writing this for some reason I guess I put too much action in, too fast.

Also Originally I was going to show off a new Grimm Commander who Pyrrha didn't know, but decided it would be better to show Sheer Kaa, since I've built him up for a while. Hope you enjoyed the Sabers as well as the action in this chapter.

And to the Guest Reviewer; I would stop complaining about Pyrrha's death if it wasn't so poorly done, such an idiotic and insulting decision and so damn offensive the more you look at it. I'll stop complaining when they fess up to a mistake and bring her back.

If you enjoyed this and you're on FF. net then leave a review and fave and follow. If you're on Ao3 then leave a kudos and a comment, please give me feedback, tell me what you liked and what you didn't so this story can improve. Thank you all so much.