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

74. Salem Strikes Part III, Chase

Soundtrack for this chapter:

Final Conflict / You Have the Power by Trevor Jones from Dark City soundtrack

Battle of the Bewilderbeasts by John Powell from How to Train Your Dragon 2 Soundtrack

Also, please note that most of these scenes are happening simultaneously and is concurrent with some of the last chapter.

Chapter 73: Salem Strikes Part III, Chase

Back at Vacuo City's trainyards, Tom watched in horror as a signalman was methodically gunned down by a Grimm Knight. Some of the remaining undamaged trains had also managed to help in the fight as well as their train operators drove over the black-armored robots and whatever Grimm that strayed into the yard, and the arrival of reinforcements in the form of a Vacuo Ranger patrol squad managed to push back for a time, but it still wasn't enough to drive the Grimm Knights off off.

Clara sat in the rear coach's turret seat, blasting away at the Grimm Lancers buzzing about in the air while Tom cheered her on encouragingly.

"At least we get to kill these ugly buggers!" He shouted to her while keeping out of harm's way, his loaded pistol still clutched within his hands.

Clara grinned at his words, knowing that her brother always hated the wasp-like Grimm, and had feared them ever since he was little boy when some attacked their hometown, so at least she was actually doing something worthwhile out of the current situation by thinning the number of Lancers.

She swiftly turned the turret around and blasted another one in the face as it landed atop the train coach, its hideous face with sharp clicking mandibles right in front of her scope. "Ugh!" Clara muttered as she tried to wipe the image the repulsive insectoid Grimm out of her mind.

Tom raced back to the first coach, having activated a retractable 'tunnel' that connected between the two coaches, and called to Anna who was fiddling with the radio on the floor of the next coach, "Any news ? Or are there just emergency public service announcements?"

"Oh it's bad, Tom. The radio's going crazy with jumbled reports; apparently there are Grimm raging all over the city right now, and something big is going down at Shade Academy." Anna reported.

"Something like what?" Tom inquired as heavy machine gun bullets and sizzling laser blasts flew over the coach.

"Don't know, but there's seem to be some kind of huge fight happening there, and Grimm have also been sighted there as well." Anna added before asked aloud, "What is going on?"

"We'll probably never find out, even if we make it through this." Tom replied after thinking about the possibilities for a couple of seconds.

"Please don't say that." Anna snapped before they heard a loud bang, followed shortly by the screeching of metal and a deafening crash.

Dreading the worst, they cautiously looked out of the shattered windows while hugging the walls of the coach, and were relieved to see that the armored boxcar containing the Hau Bakuhatsu hadn't been hit by the huge amount of weapons fire being unloaded by the Grimm Knights that were still marching mechanically across the trainyards. A heavier variant of a Grimm Knight, which was armed with missile pods on its shoulders, was firing at various trucks and vehicles about the vast yard, and the sound they had heard was an old boxcar carrying freshly mined coal being blown over by a huge explosion when a missile had impacted onto its side.

They watched helplessly as the rocket pod-equipped Grimm Knight promptly switched targets and fired at a water tanker, blowing it wide open and sending precious drinking water gushing every which way and knocking some of the retaliating workers, service personnel, Vacuo Rangers, and Grimm Knights off their feet. The robot must have deployed some kind of anchor around its legs, as it managed to withstand the force of the water heading its way while searching for fresh targets to destroy.

Several armor-piercing rounds punched into its thick armor plates, causing the Grimm Knight's red optics to turn towards a seemingly empty coach sitting on a nearby train track. After scanning its surroundings and noticing that a couple of its fellow Grimm Knights had already been destroyed by the Vacuo Rangers who were taking cover within the coach, the robot spun its waist around and fired a pair of missiles at the said target. The resulting explosion caused it to erupt into flames and sent hot shrapnel flying everywhere, killing the brave Rangers inside.

"Clara!" Tom shouted, "Take down that robot with the missile pods on its shoulders!"

In the rear coach, Clara grunted an affirmative as she swiveled around and took careful aim at the slightly bigger Grimm Knight before pulling the trigger. The shells hit the Grimm Knight a split second too late, as even though she had managed to score a lucky hit that blew the robot's legs off of its body, it had already fired off another missile… and this one corkscrewed directly at their armored boxcar.

"NO!" Tom cried out as his eyes widened in horror, and he swore he heard a shocked scream coming from Clara as well in the turret.

Anna was too terrified to say anything, she just covered her gaping mouth as her own eyes followed the path of the missile, bracing herself for a massive explosion to claim their lives as well as the life everyone in the yard and several blocks in the vicinity… but it didn't happen.

The missile slammed heavily into the armored boxcar and detonated, buckling it under the blast of the explosion as flames washed over its metallic exterior for a few seconds. Tom raced out of the Allcroft's train home, his safety thrown to the wind as he dashed over to it with Anna chasing after him. Stray weapons fire between the fighting sides peppered around their feet, but thankfully none managed to hit them even as they ran across a number of meters of open ground.

"Tom, what do you think you're doing?" She screamed near-hysterically as she tried to stop him.

"Trying to make sure these explosive crud doesn't blow up and kill us all!" Tom retorted as he kept his head down, a couple of bullet ricochets sparking from the metal plates above them before they made it safely over to the armored boxcar. He sucked in a tense breath when he saw where the Grimm Knight's missile had struck, a small jagged but noticeable hole had appeared in the side of the boxcar. Tom quickly went to the other side and opened up the small built-in computer panel and quickly entered the pass code he had been given last night, which would grant him access to the boxcar's safety and security systems.

He brought up the interior security camera feed and paled at what he saw. The Hau Bakuhatsu containers weren't leaking thankfully, but a bit of the missile's warhead had managed to pierce through the boxcar's thick armor and the resulting fire had caused the equipment on the other side of the boxcar to spark and catch fire.

"That's bad." Tom muttered to himself before he punched up the safety systems that had been built into the boxcar, ignoring the panicked whines coming from Anna. Luckily the rest of the Grimm Knights were focusing their weapons fire on the Vacuo Ranger squad that were fighting back along with other train staff and workers, so the two Allcroft siblings were not in any danger for the moment. He quickly pressed the touchpad to trigger the fire suppression systems that would cause the sprinklers to activate and douse the flames, but nothing happened except for a flashing red error message to pop up repeatedly on the screen.

"Oh Oum!" Anna cried as she ducked her head down, eagerly wanting to get as far away from the boxcar as she could, "What happened?"

Tom tried to force open the blast-resistant doors but it was no good, the blast must have caused the locks to fail as well. He looked hurriedly to Anna, a plan quickly forming in his mind, "That missile must've fried the wires for the sprinklers! We have gotta get this boxcar out of here!" He declared before turning to run over to Mike's crane which was the nearest to them.

"Are you crazy?! Forget about the cargo, we've got to get ourselves to safety first!" Anna shouted as she ran after him, leaping away from the spattering of blasts coming from a few scattered Grimm Knights, "There's no way we can stop the fire inside the boxcar from spreading!"

"Anna, if we don't get it a safe distance away soon, that whole thing's gonna go off and blow up every bit of oil, gas and Dust in the whole yard, which will then cause a domino effect that will blow a huge chunk of the city up! We can't let that happen!" Tom told her urgently and in a completely serious tone as they reached the base of the crane.

His sibling was momentarily stunned by the impending disaster and realized that Tom was right. If two dozen containers of Hau Bakuhatsu ignited within the city itself, hundreds if not thousands of humans and Faunus would be killed regardless of the Grimm hordes and robots already invading it.

Tom pressed the PA button at the base of the crane tower and yelled, "Mike!"

"What is it Tom? I'm a bit busy at the moment!" The old crane operator barked and Tom could hear him pulling at levers that presumably controlled the crane's arm.

"The boxcar with the Hau Bakuhatsu got hit by a missile! There's a small fire inside and we can't douse it! I'll give it ten, maybe fifteen minutes tops before it blows up and causes a chain reaction which will get everyone killed!" The Allcroft brother quickly told him.

"Oh, gods above…" Mike's voice became slightly panicky before he opened up a connection to the yard-wide PA system and shouted, "Code Red! Code Red! Clear the area immediately!"

"Mike, wait!" Tom transmitted through to the crane operator again, "I've got an idea! Open the yard's main gates and get the turntable ready to turn my train about, and I'll get it away from the city as fast as I can!"

"What? No you won't!" Anna scolded as she looked at him with wide eyes, wondering if he had gone mad.

"Are you sure, boy?" Mike asked, sounding very unsure himself.

"It's a long shot, but we have to try!" Tom shouted back, "I have to! Or thousands of people will die!"

There were a few tense seconds before Mike's voice came back through the PA system, "Okay! I'll contact the signalman and get him to set the switches that will get you to the outskirts outside the capital and away from the populated areas, and then you get your arse away from that deathtrap! Good luck, kid!"

"Okay, thanks!" Tom turned and was about to run over to the damaged boxcar before Anna grabbed him by the elbow.

"What the hell do you think you're doing, brother?! We can't risk our lives like that! We… we can't possibly get the boxcar out of the city in time!"

"We have to try sis! I'm the reason the Hau Bakuhatsu is here in the first place, as I had to wait up for it to be delivered to this trainyard! Even if we manage to get out, not everyone will make it out in time! The Grimm and the killer robots are just going to slow everybody down, and if we don't move it to a safe distance, the whole boxcar will kill so many innocent people, and at best, and destroy half of the whole city and their livelihoods!" Tom argued as he pulled his arm away and dashed back onto the Allcroft's train.

Anna opened her mouth again and wanted to argue, but she couldn't. Deep in her heart she knew her brother had a valid point as she ran beside him, knowing that many lives would be lost if they left the flaming boxcar just sitting there. The worsening situation just basically came down to two simple options; either let it blow up here where it could do so much damage or allow it to blow up somewhere else with far less disastrous results.

"What happened?" Clara asked as she dropped down from the turret at the rear coach, once Tom slammed open the door and climbed on board followed by Anna.

"The Hau Bakuhatsu boxcar got hit, there's a fire inside and we can't douse it. We need to get it away from the city before it blows! You two go let off the brakes, now!" Tom ordered before he rushed off to the black engine compartment to start the train properly.

Clara was too stunned and shocked to object or say anything else for the moment, so quickly went along with Anna and did what their brother had told them to do. Pulling the appropriate levers, they set off the boxcar's brakes so Tom could push the damaged boxcar away.

When she finally found her voice again, she and her twin were heading back to take cover. Thankfully though, the remaining Grimm Knights were more preoccupied with attacking the Vacuo Rangers than dealing with civilians and the majority of the Grimm in the surrounding area were clustered around the main administration buildings in the yards.

"Since when was Tom so gung-ho?" Clara asked while keeping her head down.

"I…I have no idea! Last I checked he couldn't even lay eyes on a bee without panicking, now he's all heroic!" Anna replied before they looked over from the safety of their cover to see the Allcroft family train, which was now on the same track as the armored boxcar, buffering up behind it.

"Wait a minute…" Anna gasped, suddenly realizing it, "He's going without us!"

The twins both ran towards their family train as it bumped into the boxcar carefully before setting off towards the opening gates, slowly gathering speed.

"Tom! Don't go without us!" They called out, concern and worry coloring their voices.

The Allcroft brother used the external speaker in the train engine's systems to speak to them, "I have to do this alone. I don't want you two getting hurt!"

"And we don't want you to do it alone!" Clara shouted as she ran, heedless of the raging battle taking place back and forth between the combatants and the Grimm Knights.

"We love you!" Anna added, shouting loudly, "Please don't do this!"

"And I love you girls too. But I have to do this." Tom answered with tears in his eyes, knowing that he had made his choice. Only one person was needed to operate the train and get the boxcar out of town, and he had taken this possible one-way trip on himself. But he would still try his hardest not to get himself killed though, "Just take care of each other and find a safe place to hide until everything is over, I'll be back! I promise!"

A lone Grimm Knight made a last-ditch attempt to stop the train from leaving by landing right in front of the yard's main exit and pointed its weapons at the locomotive, but before it could open fire the robot was blasted to bits by a Vacuo Ranger who had stepped out from behind a nearby truck and fired at rocket at it, thus making the way clear again. Tom waved gratefully as his train pushed the explosive boxcar out onto the main tracks that run throughout the capital.

Clara came to a halt and grabbed her sister, who struggled in her grip and cried out helplessly, "What are you doing? We can't let him go alone!"

"We have to, sis," Clara told her tearfully, "He's not a little boy anymore. He can do this. Tom will be back, I know he will."

Anna turned to face her sister, and found herself practically looking at an unkempt mirror image. Tears kept pouring out of her eyes before she stopped and hugged her sister, "Why does he have to be so brave?"

Clara didn't know the answer, so she didn't give one. She led her crying twin back to their coaches before a trio of Beowolves jumped right in front of them roaring as they raised their sharp claws for a fatal killing blow.

"Get down!" Clara and Anna heard the shouted command and fell onto the hard gravel, as a series of assault rifle fusillades shot apart the Grimm creatures. As they looked up they saw a couple of Vacuo Rangers running towards them, and the sergeant in charge of the group extended a hand down as he asked, "That was close, are you two all right?"

The twins exchanged glances again before they looked over to the sight of their family's train disappearing into the distance, still pushing the dangerous boxcar.

"Not really." Was all Anna could say before the Ranger sergeant led them to safety, while his comrades kept watch for any more other Grimm beasts or Grimm Knights.

Meanwhile in the moving train, Tom took out a picture from his dark-blue jumpsuit which showed his family back when his parents were still alive; his smiling mother holding him on her lap when he was about three years old, his sisters on either side of her and their father behind them, who was grinning proudly.

He placed it on the dashboard as he took a deep breath and said to himself, "Mom and Dad, if you can hear me from wherever you are, I vow I will be responsible, reliable, and really useful."

Wiping away the last of his tears away, Tom drove the train on by going down an already switched track which would take him and his dangerous cargo out of the city.

---

"…I repeat, we're being overrun out here in district 13, Safiya Square! We cannot hold back the robots…"

"East Wall is under heavy attack by massive amounts of Grimm! Please send reinforcements…"

"Black Viper cells are attacking the Vacuo Ranger headquarter precinct in force, where are the damn Desert Guard rapid-response units?"

"My god…it's turning into a bloody slaughter in the Jong district, robots are killing everyone…"

"My squad is keeping the gangs hemmed in at district 66, but other cells are currently flanking us…"

"…Deathworms have breached the capital, we have confirmed sighting of an Elder Grimm downtown…"

"…This is an emergency! We have Red Fang sleeper cells active at the main airship terminal…all nearby Vacuo Ranger units respond immediately!"

"Anyone receiving me? This is…"

Ross listened to the endless cacophony of overlapping voices that were being transmitted from the CCT Tower to the auditory sensors of Hyperion One. As he had served in the Valean militia, Ross had encountered more than his fair share of combat situations, and he could tell that the current situation was rapidly deteriorating judging from the number of panicky updates he was presently receiving in his advanced pilot helmet.

After letting out Swift Wing from the ship's lower staging area, the futuristic airship had taken off and activated all of its on-board weaponry to meet the incoming aerial and ground Grimm hordes. Ciel had already activated Hyperion One's EVA unit to control the majority of its turrets and gatling guns, and not a moment too soon as huge numbers of Grimm Lancers, Nevermore and Griffons filled the sky.

Alongside Hyperion One, Breath of the Wild Storms and Endless Inferno, which belonged to the Eternal Warriors and Relentless Crusaders respectively, also took to the contested skies as well to assist in keeping the airspace above Vacuo City as clear as possible by severely reducing the numbers of aerial Grimm. From his clipped conversations with the Knight pilots of those two ships, Ross had been informed that Breath of the Wild Storms was deployed to the West Gate of the capital to support the Vacuo Ranger forces there, while the Endless Inferno was heading to reinforce the fiercely-fighting troops at the hard-pressed East Gate.

As the rest of the Vacuo Ranger and Desert Guard airships took some time to scramble from their headquarters so Hyperion One was presently the only available form of aerial support for the embattled forces fighting in and around Shade Academy. It wasn't easy, but Ross would try to buy as much time as he could with the airship's many armaments.

Thankfully, due to its importance, the CCT Tower for the city was located at the very top of the Vacuo Council palace, and it was protected by quite a number of anti-air turrets to deter any enemy aircraft or aerial Grimm creatures. However, those very same turrets were also firing endlessly at their maximum capacity, keeping the swarms of Grimm Knights, Lancers and Nevermore away from the CCT Tower.

"Warning: Additional Grimm Lancer swarms inbound. Immediate evasive maneuvers advised." The calm-sounding female voice of Hyperion One's EVA unit echoed in Ross's helmet and he yanked the joystick to starboard and the whole ship responded smoothly, swerving in a gentle curve while its many turrets and anti-air cannons blasted dozens of aerial Grimm out of existence with every passing second with sweeping fusillades.

"I read you, Sergeant Najeeb. Pull your squad back to District 56 and await additional reinforcements." Lieutenant Khalil of the Vacuo Rangers was currently in Hyperion One's Command and Combat Information Center, looking at the constantly updating hologram of Vacuo City on the holographic table displaying a plethora of tiny icons, "Corporal Talix, what's your status?" Headmistress Luna had assigned him and his accompanying squad of Vacuo Rangers to assist with whatever other operations that Ross and Ciel required help with since they both would have their hands full piloting the ship.

At the moment they were proving themselves to be quite useful in handling the various workstations and control panels within the on-board Command Center, helping to coordinate the scattered squads of Vacuo Rangers, Desert Guard and cops that were fighting battles all around the vicinity of Shade Academy and the Vacuo Council palace. Ross knew that if they didn't pull themselves together and launch a counterattack quickly, then Vacuo City would face a far worse fate than falling to the various underworld gangs within the western Kingdom.

"EVA, what's the current status of the Team Beacon members?" Ross inquired the AI, while pushing the engines to maximum to avoid a number of Lancers which fired their stingers directly at the Hyperion One, narrowly missing it. He thumbed the controls for twin-gatling cannons at the front underside of the airship's fuselage, and promptly ripped them to shreds with controlled bursts.

"Weiss Schnee, Blake Belladonna and Yang Xiao Long of Team RWBY, Team SSSN and Penny Polendina are currently engaging enemy forces in the vicinity of Shade Academy. N1CK3L is also providing support for them as well." EVA smoothly replied after collating the requested information from its constantly scanning sensors, "Team JNPR, Team CFVY, Ruby Rose of Team RWBY and Knight Representative Sharp Strike are currently in pursuit of escaping enemy individuals in recently-acquired transports."

"They'll require aerial support." Ciel mentioned from the co-pilot seat beside Ross and he nodded.

"Take Hyperion Minor and give 'em a hand, I'll pilot Hyperion One and provide whatever support I can for the Vacuo Rangers, Desert Guards and Remnant Knights back here."

"Understood, Captain." Ciel acknowledged before activating EVA to take over her navigation and communications duties, then she stood up and ran for the staircase that led upwards to the Dorsal Landing Surface Bay where the technologically advanced Avenger gunship was docked at.

Ross banked again, this time pulling the heavily airship onto a direct course towards the CCT Tower which was besieged by multiple aerial Grimm. Numerous target locks meshed over his helmet's visor, and the pilot gritted his teeth as he pressed the buttons on his joystick to unleash the Hyperion One's formidable armaments again. Withering salvos of gatling-guns and anti-air cannon fire slammed heavily into the Grimm swarms, vaporizing scores of them within seconds and allowing the CCT Tower's anti-air turrets to target the other Grimm creatures. Once EVA confirmed additional target locks, the Flight Captain unleashed a fusillade of Multiple Independently Targeted missiles which leapt forwards from beneath the ship's wings, each missile opening to fire many smaller ones that decimated the Grimm even further.

He had only managed to buy the allied fighting forces below some breathing space, nothing more. But the overall situation was still getting worse as time passed, and at the rate things were going it would take a miracle to save Vacuo City.

---

Meanwhile on the streets of Vacuo City, the chase continued. Thorn, Ante, Trooper and Tom-Tom were all shooting back at the Desert Guard's armored vehicle, but luckily most of the bullets were either stopped or bounced off harmlessly from the reinforced bulletproof glass of its front windshield. Emerald, Fireball and Little Steve made sure the Aura Crystal's case was secure while Lao drove their getaway truck to the best of his abilities.

"Oh, come on! How difficult is it for you all to blow their heads off?" Ante barked as he fed a fresh clip to his pistol and resumed shooting, "At least hit that blond brat!"

"In case you haven't noticed, they're in an armored car too, boss! It's not gonna be easy!" Trooper shouted back as one of Pyrrha's rifle shots landed on the metal plates beneath him.

The Desert Guard vehicle raced along the streets, its wheels revolving rapidly as Sharp Strike's motorcycle Swift Wing followed them, matching each jink and turn with such precision that it was nearly impossible to shake him off. Even as the members of Team Beacon sped after their enemies, they would spot Grimm creatures attacking the civilians of Vacuo City as they passed through the various districts that made up the capital. Whenever they were able to do so, Jaune and Pyrrha used their Grimm Commander abilities to control the Grimm and allowed their cohorts to do what they can to eliminate the beasts. They were aided in their efforts by Sharp Strike and Heliosia, the latter using her Semblance which absorbed the excess heat energy around them and unleashed blasts of fire to incinerate the Grimm.

"I don't get it, if that Thorn girl can teleport why don't she just escape with the crystal?" Velvet voiced to the others as she returned fire with a light copy of Ren's StormFlowers.

"Because they want us to chase them!" Jaune called back to the Rabbit Faunus, "Even if they're stringing us along right now, we still have to follow them or else we'll lose the Aura Crystal for good, and we can't let that happen!"

"And the fact that the Heliosia is coming with us on this chase means that we're giving baldy another chance to steal the Maiden's powers." Coco added as she swerved out of the way of the explosives Fireball had tossed out at them which detonated in bright explosions on the roads, some coming dangerously close to hitting the Desert Guard vehicle by the smallest of margins.

"This is a trap, we're being forced to play into their hands." Yatsuhashi summed up darkly.

"Then let's do our best to make sure their trap backfires!" Ruby voiced before she noticed something else and shouted, "Incoming Grimm!"

Up ahead of them was a huge mass made up of multiple species of Grimm swarming the streets, chasing down screaming civilians and destroying property wantonly. Ante's truck seemed to get through just fine as Thorn teleported to the front and held out her hand with its fingers splayed wide, seemingly making the terrible beasts give them space somehow. How she did this no one knew how, but if one would hazard a guess Salem probably gave her something that would cause the Grimm to stay away for them.

"Nora! Clear a path!" Jaune ordered as they neared the roaring, screeching and howling horde.

"You got it, fearless leader!" Nora said as she stood up from her seat with Magnhild in its grenade-launcher form and pulled the trigger, launching a couple of grenades into the hordes. The modified canisters exploded when they flew into the ravening Grimm, blowing up several Beowolves and Boarbatusks. An unfortunate Hellhound caught a grenade in its mouth which blew it and a number of other Grimm to bits, and a Beringel which strayed too close to the explosion lost its left arm. The trio of huge pink blasts from Nora's grenades blew many Grimm apart and forced them to scatter, which cleared a path for their commandeered vehicle to drive through relatively harmlessly. Jaune and Pyrrha used their powers again to briefly control the Grimm, which left them as open targets for Ruby, Ren, Velvet and Yatsuhashi who made quick work of those Grimm creatures. Despite suffering many casualties, the beasts charged towards Team Beacon's vehicle and attacked again.

"Keep them off the car!" Jaune shouted as he slammed Crocea Mors into the face of a howling Beowolf and decapitating a Boarbatusk, their forms vanishing very quickly.

Yatsuhashi followed Jaune's example and swung his huge sword out of the armored vehicle, removing the legs from an unsuspecting Beringel and eviscerating another Beowolf.

The two swordsmen used their blades expertly to fend off the monsters attacking their vehicle from the sides, while Ruby, Pyrrha and Ren worked together to use the gun-modes of their weapons to blast away any and all Grimm they could hit. Ruby and Pyrrha both shot the Grimm in front of and at the sides of the vehicles as fast as they could while Ren finished off any remaining wounded Grimm they did not manage to bring down in time.

"Coco, look out for that Deathstalker!" Pyrrha cried as they drove right at the scorpion Grimm which barged right into road intersection in front of them.

"Relax champ, I got this bug." Coco assured the redhead champion as she skillfully drove the Desert Guard vehicle nimbly past the Deathstalker's snapping claws in a perfect drift. Seeing her chance, Ruby quickly unfolded Crescent Rose into its scythe mode and sliced off both of the Death Stalker's pincers even as Coco drove over its segmented body and managed to use the long, curved tail as a ramp to shoot up into the air for a brief moment before coming down hard atop an Ursa, crushing it painfully underneath the suspension and bumping back onto the road itself. As they raced down the highway after Ante's truck, Jaune managed to slice a chunk off the face of a King Taijitsu while Yatsuhashi's sword cut a number of Grimm Creeps in half.

"Told you I had it!" Coco boasted as she smashed the front of the vehicle into a Beowolf, obliterating it.

"Nice work, Adel." Fox complimented as he removed the legs of a Creep and the arms of another Beowolf with his arm blades.

"Whoohoo! This is what I've been missing!" Nora cheered joyfully as she fired a grenade into the air which hit a Griffon head on and blew it up in an expanding cloud of electrified pink smoke.

"Where's Sharp Strike and Heliosia?" Ruby asked as she shot a Beowolf through the head, saving an old woman it has been chasing and causing it to collapse with a dying roar.

"Right behind us!" Velvet answered as she grabbed Pyrrha by the shoulder and pulled her back just in time so the red-haired Spartan wasn't hit by a hanging signboard. The Spartan offered a grateful smile to the Rabbit Faunus in return as Ruby looked back to see Sharp Strike and the Summer Maiden keeping pace with them on the Knight's custom bike.

Heliosia was using Flameguard's staff form to knock away any Grimm that attempted to attack Sharp Strike's bike, and she also used her Semblance to blast them away with bright bursts of flames. Sharp Strike, on the other hand, had already activated Swift Wing's 'Battle Mode' and opened fire with the vehicle's built-in machine guns to mow the beasts down while swerving past various obstacles in ways that would have made professional stunt drivers envious.

Suddenly, Velvet's ears twitched as she heard a horrible buzzing sound which forced her to look upwards. "Lancers!" She cried and pointed her StormFlowers light copies at the aforementioned Grimm, firing in short bursts and managing to hit a few of them.

The wasp-like Grimm descended upon the open-topped vehicle, only for the Rabbit Faunus to switch weapons, creating light copies of Ruyi and Jingu Bang with her camera, which she spun around rapidly like helicopter blades to knock the insect Grimm away. Turning this way and that, she tore some of them in half or knocked the Lancers into nearby buildings where they were splattered like normal wasps.

"Ugh!" Velvet muttered as she slammed the head off of another Lancer, "I wish I had a picture of a bug zapper in my camera…"

"Where did Ante and his thugs go? We can't lose them!" Jaune mentioned to Coco as he swung Crocea Mors to lop off a lunging Ursa's arm.

"Relax, blondie! I got 'em in my sights!" Coco told him as she spun the steering wheel and swerved the tactical vehicle around another intersection, slamming into a Grimm Creep and sending it flying into another of its kind in the process, the impact causing their spikes to fly out and stab other Grimm.

Coco sped up as fast as she could by stepping on the vehicle's accelerator, swerving the Desert Guard rover past districts under attack by Grimm hordes so that Ruby, Jaune, Pyrrha, Yatsuhashi and the others could help take out as many Grimm as they could in order to save lives. After bringing down another Grimm Lancer, Ren changed targets and shot apart a Beowolf that was threatening a man who was seeking shelter while protecting a woman, presumably his wife or girlfriend, from the growling beast.

Ahead in the Ante's truck the gathered Enforcers loaded fresh ammunition into their weapons as the crime lord brought their heavy vehicle onto the largest expressway that stretches throughout in the capital, known generally to inhabitants of the Kingdom as the Abu Dhabi, swiftly passing by several cars, buses and trucks.

Tom-Tom racked his shotgun-ball bat hybrid weapon, looked up and saw Team Beacon's pursuit vehicle burst out onto the main highway from one of the connecting side tunnels Coco had undoubtedly taken and shouted, "Guys, here they come!"

"I knew we wouldn't lose 'em that easily!" Ante laughed before ordering, "Little Steve, open fire!"

"You got it!" The muscle-bound man said as he stood up and aimed his 150-kilogram minigun towards the half open rear of the truck, standing with his thick legs apart and bracing himself for the substantial recoil as he pulled the trigger, causing the massive weapon to expel armor-piercing rounds at the rate of two thousand rounds a minute. The sound produced was deafening as Little Steve let out an elated laugh as he blasted away a couple of Grimm Lancers flying overhead and turned his thunderous fusillade right at Team Beacon's Desert Guard vehicle.

"Whoa!" Ruby cried out before Velvet, having gotten rid of the last few Lancers, quickly used her camera and Semblance to create light copies of Crocea Mors' shield and Akoúo, protecting the armored tactical vehicle from the incoming bullets. Heavy rounds rattled ceaselessly against both shields, and Ren returned fire in short, sharp bursts by jamming StormFlowers between the light copies while Pyrrha pushed a fresh clip into Miló and proceeded to fire back as well.

Ruby inserted a new magazine into Crescent Rose's rifle mode and got ready to shoot back at the escaping Enforcers, when she suddenly got an idea and pushed herself upwards, stepping over on top of Jaune's legs.

"Ow! Ruby, what's the big deal?" The blond knight asked quizzically as he raised Crocea Mors on his left arm protectively in front of him just in case the integrity of the bulletproof windshields failed from the onslaught of Tom-Tom's minigun rounds.

"Just hold onto my hood!" Ruby quipped to him before she stepped atop the vehicle's side and let herself lean outwards, unfolding Crescent Rose's scope. Jaune yelped in shock as he quickly grabbed the young scythe-wielding Huntress by her cape with his gauntlets and held on as firmly as possible even as Ruby began shooting back with Crescent Rose.

In the back seat, Ren sighed as he knew Ruby's gun wouldn't be enough to slow their adversaries' vehicle down. It was quite a disappointment the turret-mounted machine gun on their borrowed vehicle wasn't usable, or else it would make their current a situation a bit easier. "Fox? Hang onto me." He politely requested as he reloaded the StormFlowers with fresh magazines.

"This is crazy…" Fox muttered as Ren sat on the windowsill and leaned out as well, his green-colored automatic pistols in both hands while the Team CFVY member hang tightly onto his sleeveless turtleneck.

"And I like crazy! Good idea Renny!" Nora cheered energetically as her partner, now hanging off the side as well, unleashed a hail of bullets at the enemy vehicle even as stray minigun rounds whizzed past him.

A short distance behind Team Beacon's vehicle Sharp Strike was weaving Swift Wing agilely through the Grimm-infested streets alongside the highway with his helmeted head down and armored body leaned forward, one gauntlet wrapped firmly on the throttle while the other already wielding one of his twin swords, Hong Long. As they raced down the battling streets he swung his sword in a slashing motion and removed an alpha Beowolf's upper torso, arms, head and all from the rest of its body to protect a Lynx Faunus woman on the roads, while Heliosia had incinerated another Beowolf by activating the fire Dust Crystal located at the top end of Flameguard.

As they caught up with Team Beacon who was exchanging furious gunfire with the Enforcers, Emerald and Thorn in Ante's truck, Heliosia caught sight of what Ruby and Ren were doing and visibly gaped at their unorthodox, if not outright dangerous, method before asking, "Are they mad? They're going to get themselves killed!"

"I'd like to think of it as being creative in the face of changing situations." Sharp Strike replied wryly as he sliced a snarling Beowolf in half, and kicked another one in the chest while using his bike's machine guns to rip a low-flying Griffon apart.

The Summer Maiden grinned and failed to suppress a laugh before she threw Flameguard's kusarigama chain and metallic circle with sharp edges into the air and wrapped it around a flying Griffon's legs. Using her considerable strength, Heliosia pulled the screeching Grimm beast down and forced it onto the road behind them and swung it this way and that, crashing the Griffon bodily into other types of Grimm before it was abruptly crushed underneath the wheels of a civilian truck that didn't manage to stop in time.

"Let's see if we can help them even the odds." Sharp Strike remarked as he opened the throttle slightly, zooming past the streets where Vacuo Rangers fought fiercely with Grimm and gang members while screaming civilians ran for the safety of shelters and their homes. He caught sight of a nearby bridge with an elevated platform that stretched out over the busy highway, and angled Swift Wing speedily towards it. He felt the Summer Maiden gripping his chest-plate a little tighter as her voice reached his ears, "Sharp Strike, what are you doing?"

"Taking an impromptu shortcut. Hang on, my lady." He replied as they rode upwards the somewhat curved bridge towards the elevated platform, with human and Faunus civilians getting out of their way amidst the road stalls clustered tightly on both sides of the overhanging bridge. He swerved a little to the right and put in an extra burst of speed as he neared the platform's steadily rising ramp, narrowly avoiding a roadside spicy noodle stall and its stunned patrons as Swift Wing unexpectedly burst past them, shot right up the ramp and over the edge of the hanging platform. Both of them went flying through the mid-air for a few heart-pounding moments before the Knight Errant's motorcycle hit the surface of the busy expressway with a slight jolt and a considerable bump, shocking the unsuspecting motorists and drivers around them as Sharp Strike expertly maneuvered his bike to catch up with Team Beacon.

In the meantime, up in the driver's cab of the Enforcer's getaway truck, Trooper loaded an extended magazine into his customized assault rifle and slammed open the side door. He held firmly onto the metal grip at the side with one hand and opened fire at his 'enemies' armored vehicle, his legs securely protected in the truck via the seat belt tied around them.

'Gotta figure out a way to help these kids without making it way too obvious…' Trooper thought as he noticed Sharp Strike shooting past numerous vehicles on the highway with the Summer Maiden holding tightly onto him, rapidly gaining on the. The Enforcer immediately switched targets with his assault rifle, sending a couple of salvos towards the speeding Remnant Knight while his associates continued exchanging fire with the members of Team Beacon in their own vehicle. The first two salvos missed, but a few lucky bullets from the third impacted on Sharp Strike's right pauldron and armored chest, making him grunt out in pain.

"Are you all right?" Heliosia asked concerned, momentarily keeping her maroon eyes from looking straight ahead.

"I'm fine, just winded. My Aegis armor's first rate, it'll take more than that to hurt me." Sharp Strike replied before he tightened his grip on the gas handle even more, accelerating Swift Wing even closer to the enemy's truck while narrowly dodging the gunfire coming from the Enforcers' weapons. The side-mounted machine guns on the Remnant Knight's bike roared again, the bullets sparking off the thickly-armored sides of the getaway truck and causing their enemies to briefly stop firing and duck back into cover.

Once they were neck to neck with the large truck, Heliosia unlatched Flameguard's kusarigama mode and threw it to snag onto the front fender and Sharp Strike drove past the front of the truck, forcing it to abruptly swerve to the left. Trooper, who was still unloading his assault rifle at the chasing Desert Guard vehicle, unexpectedly lost his balance and would have fallen face-first onto the blistering highway road rapidly passing below had Fireball not reached out and caught the disgraced Atlesian soldier by his armor-plated vest and hauled him inside.

"Thanks!" He told his fellow Enforcer gratefully once he regained his balance and slammed a fresh magazine into his assault rifle.

"No problem." Fireball returned as Lao snarled and tried to drive away, only for the truck to be held in place by Sharp Strike and Heliosia, the latter of which held onto Flameguard's unyielding chain as the select group of Team Beacon members caught up with them. Ante pulled out his pistol and fired at the jinking motorcycle, but Sharp Strike used his sword to block or deflect the shots coming his way.

All of a sudden there were the familiar sounds of Bullhead airship engines and jeeps approaching, and both groups glanced back to see a couple of Vacuo Ranger armored jeeps in close pursuit further down the highway with a pair of Bullheads in the signature colors of the Vacuo Rangers in tow, the rangers on board armed with rifles and shotguns of their own. It wasn't a surprise since their battle on the expressway had probably attracted quite a lot of attention, and no doubt the civilian drivers have alerted the nearby Ranger security post whose officers immediately deployed a rapid response team to assist Team Beacon.

"Driver and passengers of the speeding armored truck, reduce your speed and surrender yourselves as well as your vehicle immediately!" The voice of Vacuo Ranger lieutenant seated in the passenger seat of the front-most jeep blared from the loudhailer mounted at roof of the vehicle's cabin, "If you do not comply, we are authorized to use lethal force!" Another ranger turned the jeep's vehicle-mounted machine gun to face the speeding truck, and so did the rest of the other jeeps as they quickly closed the distance.

"Oh, you have got to be kidding me." Coco rolled her brown eyes as she swerved a little to the left to avoid another salvo of minigun bullets exiting from Little Steve's minigun heading their way, "Those guys are already using lethal force!"

"Can't argue with that." Jaune agreed as he tugged on Ruby's hood tightly to pull her back inside once she finished unloading her clip at the Enforcer's vehicle, while Ren hauled himself back in.

"Boss, we have company!" Tom-Tom shouted as he fired his shotgun at the pursuing Desert Guard tactical vehicle, before taking cover to slid fresh shells into his personal weapon, "Looks like the Vacuo Rangers are joining in the party!"

"What are you waiting for then?" Ante hollered back as he fired at the weaving Swift Wing and its pair of annoyingly persistent riders, "Lao, get rid of them!" Moments after the order left the crime lord's mouth stuttering machine gun fire could be heard flying past them and impacting on the truck's exterior, presumably from the Vacuo Ranger vehicles' mounted turrets.

Lao nodded and grabbed his grenade launcher and fired it out the driver's window, the explosive projectile impacting onto the front of a Vacuo Ranger jeep and detonated instantly, sending the armored vehicle spinning out of control and flipping end over end, while other public vehicles on the expressway swerved aside to avoid the crashing fiery hunk of metal. Luckily the driver and his passengers managed to abandon the vehicle before its sudden demise, and they quickly moved off the freeway to avoid being hit by any civilian transports while the remaining two other jeeps raced past them.

In the meantime, Little Steve had turned his minigun fire on the Vacuo Ranger jeeps while Fireball, Trooper, Tom-Tom and Thorn continued to pour fire at Team Beacon's vehicle while receiving a measure of returning fire as well. Emerald also chipped in by pulling open the sliding door on the truck's side facing the Remnant Knight and Summer Maiden, drew both of her sickle-revolvers and fired at the part of Flameguard's kusarigama mode which was latched onto the fender, ripping it off in the process.

Heliosia almost lost her balance when the chain snapped away, but managed to recover herself promptly as Sharp Strike skillfully steered his motorcycle behind a nearby truck before Emerald and Ante could shoot at them directly. The two Vacuo Ranger Bullheads, armed with chin-mounted machine gun turrets, opened fire on Ante's truck even as it veered among the heavy traffic on the freeway, still trying to make their escape away from the chasing group of Team Beacon members.

"They're still behind us!" Tom-Tom yelled again, "Lao, can you make this thing go any faster?" A shot from Pyrrha's rifle bounced off the metal plates a few inches near his head and he ducked, before flipping off the female Spartan with a snarl of anger.

"What the hell do you think I'm doing? The accelerator's already punched!" Lao shouted back as he spun the steering wheel one-handed, "If you want to drive, get up here and be my guest!" There was a loud explosion as one of the Vacuo Ranger Bullheads took a ruinous salvo courtesy of Little Steve's minigun, whose armor-piercing rounds ruptured something vital and blew up one of its engines. Trailing oily smoke from its compromised engine, the damaged aircraft veered away from the freeway pursuit presumably to make a controlled landing somewhere safe to avoid any casualties.

As the remaining Vacuo Ranger jeeps maintained their fire, Team Beacon's Desert Guard vehicle had finally caught up to Ante's truck, and Ruby transformed Crescent Rose into its scythe form and slashed her weapon across the flank of the truck, creating a massive gash on its side.

"Hey, watch the paintjob! I paid good lien for this!" Ante shouted as Emerald drew her gun-sickles and leaned out, blocking Ruby's next attack with his weapon. Jaune and Pyrrha, seizing their chance, struck out with their weapons as well, and soon the mercenary was vigorously fending off multiple strikes from all three young Hunters, until Tom-Tom moved over to the side door as well and swung at them with his metal baseball bat while being held firm by Emerald.

Ruby yelped as she leaned back quickly, the Enforcer's weapon nearly hitting her head but Pyrrha blocked him with Akoúo. Pyrrha fiercely struck back with Miló after changing it from its rifle mode to its Xiphos form, managing to create some deep slices of Tom-Tom's bat with Milo's sharpened end after a few blows. Emerald fired her sickle-revolvers but Jaune brought up his shield just in time, blocking the shots meant for Pyrrha who nodded a quick thanks to him as she continued to battle the bat-wielding Enforcer.

Thorn, seeing that the rest were occupied, teleported onto the Desert Guard vehicle and attacked with the intention to do as much damage as she could. She landed and stood up on both hands, kicking out with both of her feet which struck Yatsuhashi in the head before she jumped backwards from Fox's slashing blades. The female assassin then reached out and delivered a sucker-punch to the side of Pyrrha's face which sent her knocking back into Jaune and nearly causing Coco to lose control of the vehicle, making her let loose a few curses.

Thorn drew one of her pistols and was about to fire when Nora jumped up and tried to punch Thorn, but the teleporter flipped rightside up and blocked the attack with an elbow strike. She retaliated with a punch of her own, aiming to punch Nora in the chest but the hammer-wielding orange-haired girl ducked down and allowed Thorn to hit empty air. Grabbing the tops of the seats in front of her, Nora lifted herself up speedily and kicked at her opponent, who jumped over the attack and tried to kick back down at Nora's pelvis but the jade-eyed fighter pulled away just as Ren launched forward with StormFlowers in both of his hands and slashed at Thorn. He narrowly landed a small cut with StormFlower's sickle blades on the pale woman's arm which made her hiss, and before she could shoot the green ninja he shifted aside to make way for a sweeping kick that came from Velvet which made Thorn jump away to avoid getting boxed in.

Teleporting once again, Thorn ended up hanging onto the end of the Desert Guard vehicle where she was closest to Nora and managed to get a good look at Ren's partner. She narrowed her eyes a little, trying to remember where she had seen the hammer-wielding girl before, but somehow that particular memory somehow still eluded her and remained out of her reach. "Seriously," She said as Nora spun around to face her, "There's something really familiar about you…"

"Maybe it's my fist!" Nora shouted as she punched Thorn right in the face, causing the dark-haired woman to lose her grip and fall off Team Beacon's vehicle, but she managed to teleport back onto Ante's truck.

"I'm really beginning to hate her." Nora commented to Ren before she changed her grenade-launcher into its hammer form and slammed Magnhild into the rear end of the Enforcer's truck, causing metal to crumple and badly denting the back-left frame. She tried to hit once more but Tom-Tom brought up his shotgun to fire at her, which was thankfully blocked by Crocea Mor's shield while Pyrrha and Ruby fired back with their respective weapons.

Pyrrha blasted Ante back with Milo's rifle mode as Ruby used Crescent Rose's blunt-side to hit Tom-Tom's head and knock him back down into the truck's cargo compartment. Seeing her opening, Pyrrha stood up and stretched out both her hands, activating her Semblance to take hold of the Aura Crystal's case and brought it flying towards her. Before it could reach her hands, Emerald dived past the stunned Enforcer to grab onto the case and not letting it go.

"Hold onto me!" Pyrrha cried, and her legs were grabbed by both Jaune and Ren as she leaned forward a little, straining her Semblance to pull the case out of Emerald's grasp. The two girls struggled back and forth for control, but Little Steve dropped his minigun and helped Emerald gain dominance over the case while Ante plucked one of his exploding daggers from his belt and threw it into the passenger compartment of the vehicle, right underneath Pyrrha.

The female Spartan flung herself back into the Desert Guard vehicle while Velvet reached out and ripped out the dagger, tossing it away which exploded harmlessly on the side of the expressway in a small explosion. A shout of warning from Coco made the rest of Team Beacon look up to see Ante toting a rocket launcher on his shoulder and aimed straight at them.

"Watch out!" Jaune almost screamed as Coco hit the brakes, causing their vehicle to slew abruptly to one side as the brawny Enforcer fired his rocket. The highly explosive projectile streaked outwards on a plume of white smoke… and missed Team Beacon's vehicle by mere inches, instead slamming into the Vacuo Ranger jeep behind them and blowing it up into an expanding ball of fire and shrapnel, killing the jeep's unfortunate driver and his accompanying rangers instantly.

The blast wave of the jeep's demise staggered everyone, and Emerald's hands inadvertently let go of the Aura Crystal's case which tumbled towards the open rear end of the Enforcer's truck. "The case!" She cried out and scrambled forwards to catch it, only for Little Steve to accidentally stumble backwards into her and the silver case drop towards the road of the expressway… and fly straight into Pyrrha's open hands at the very last moment even though she briefly struggled to get a hold of it.

"I got it!" The red-haired girl shouted just as Thorn teleported onto the front of Team Beacon's vehicle and kicked the Aura Crystal's case out of Pyrrha's hands. She dodged twin bursts of fire from Ren's StormFlowers and snatched the case out of the air, and was about to leap off when Jaune punched her in the knee which sent the pale-skinned woman crashing onto her front with a yelp of pain. The blond knight stood up from his seat and swung Crocea Mors at Thorn, who relinquished her hold on the case at the last moment to avoid her hand being severed and Jaune managed to grab hold of the case by its handle before it slipped away once more.

In a blink of an eye Thorn teleported behind Jaune and kicked him on the shoulder, causing him to release the case. Ruby threw a punch but she dodged that as well and grabbed hold of the case, and lashed out with another kick which sent Velvet tumbling back into Yatsuhashi with a cry of surprise. Pyrrha jumped forward and managed to grab hold of Thorn's arm as she teleported, both of them landing on a nearby truck platform with oil drums instead of on Ante's truck. The female champion managed to regain possession of the case from Thorn and ducked behind some oil drums as the snarling adversary drew both of her pistols and emptied them at Pyrrha's cover, bullets bouncing off the hard metal skin of the oil drums.

"Lao, drive us closer! Little Steve, get up there and assist Thorn!" Ante turned to his men and hollered, "The rest of you, get back to shooting those annoying brats!" The Enforcer driving Ante's vehicle nodded and sped up next to the truck platform, and Little Steve leaped across gap in order to help Thorn while drawing his backup shotgun. Ante, Emerald, and the rest of the Enforcers returned back to shooting at Team Beacon's pursuing vehicle to prevent them from assisting Pyrrha, as well as at the last and final Vacuo Ranger jeep and Bullhead.

"Guys, Pyrrha needs our help!" Jaune informed the others even as they shot back at the Enforcers and Emerald, even as they watch her shoot back at Thorn and Little Steve who were steadily advancing towards her. While Salem's maiden candidate was forcing Pyrrha to take cover with her twin pistols, the muscle-bound Enforcer picked up one of the oil drums and tosses it right at Team Beacon's vehicle. Ren, seeing the oil drum arcing towards them, pushed Nora narrowly out of the way as it hit the machine-gun turret and knocked the whole thing off their borrowed vehicle with an awful crashing sound.

"Yeah, I can see that! I hate it when people who throws shit at me." Coco muttered as she floored the accelerator to catch up with the truck platform, while Jaune saw that his partner luckily still had her weapons with her, and was actively using both Miló and Akoúo̱ to defend herself while keeping one gloved hand on the Aura Crystal case's grip. The red-haired girl ducked behind her shield as Little Steve fired his shotgun at her, the pellets hitting harmlessly against it and threw her weapon which knocked the minigunner's gun out of his hands and hit the flatbed of the truck platform. Thorn charged forward while firing her pistols, and Pyrrha braced herself behind her shield again, only to teleport herself when the former girl threw a punch with her right fist. She spun around to see Thorn standing behind her and pointing a pistol at her head, but before the pale-skinned assassin could pull the trigger she was unexpectedly knocked over by Heliosia who kicked her on the back after leaping onto the platform from Sharp Strike's bike which had also just caught up as well.

As the Knight Errant opened fire with his bike's machine guns to keep the other Enforcers from supporting their fellow associates, Heliosia backflipped over Pyrrha and slammed her staff and kusarigama hybrid weapon deftly into Little Steve's shoulders and stomach, knocking him back a few steps and crashing into a couple of other oil drums. Pyrrha quickly used her polarity to retrieve Miló which flew back into her gloved hand, and both of them quickly swapped positions and stood back-to-back while adopting combat stances, with Heliosia facing Thorn while Pyrrha watched as the minigunner pushed himself back up with a pained snarl on his face.

"Don't worry. I got your back, honorary sister." Heliosia said as she brought up Flameguard in a fighting stance, "I'll keep Thorn busy, can you take the big guy?"

"My thanks," Pyrrha replied as she looked over her shoulder and winked, "Just watch me." She turned back and ducked as Little Steve drew his combat knife and charged forwards. Pyrrha ducked a few fast cuts and slashes, and kicked the brawny Enforcer in his torso which knocked him back a step, and then used Miló's Xiphos form to deliver a number of quick slashes which gave Little Steve a few shallow cuts on his face. The Enforcer grunted in pain and ran forward again, throwing out a series of punches which Pyrrha skillfully dodged or sidestepped before delivering a number of lightning-fast kicks which briefly knocked him off balance, while still holding onto the case containing the Aura Crystal.

Heliosia spun Flameguard expertly like a cheerleader's baton to block Thorn's shots in her direction, and hit out with several punches and kicks that the female assassin couldn't always deflect or dodge, resulting in the latter girl being hit in her face and chest rather painfully. Thorn stumbled backwards a couple of steps, narrowly blocking a heavy blow from Heliosia's gloved fist which would have broken her nose, and triggered her teleporting Semblance which allowed her to reappear behind Heliosia and aimed a kick at the Summer Maiden's back. As though the Maiden had a sixth sense, she backflipped away from Thorn's latest attack and hit out with the hooked end of Flameguard which impacted on Thorn's arms jarringly when she raised them to block her chest from further attacks, knocking her next pistol shots askew.

While Pyrrha and Heliosia were fighting back against Little Steve and Thorn respectively on the back platform of the oil truck, Lao chambered his grenade launcher once more and fired it from the side window, blasting the explosive projectile right at the ground in front of the last remaining Vacuo Ranger jeep. The explosion sent the armored jeep swerving into an uncontrolled spin, with the Vacuo Ranger lieutenant and his two other rangers jumping off to safety seconds before their damaged vehicle hit the side of the freeway and flipped onto its top with a deafening crash.

Trooper slammed a fresh magazine into his assault rifle and leaned out again, seeing the second Vacuo Ranger Bullhead still chasing them from the air and spitting out machine gun fire from its chin-mounted turrets which rang against the armored sides of Ante's truck. As the airship flew even closer to them, the Enforcer pointed his rifle upwards and took careful aim, then pulling the trigger which caused armor-piercing rounds to spatter against the vicinity of the Bullhead's cockpit. He must have either injured the pilot or hit something important, because in the next moment the Bullhead began to severely drop in altitude and spun away, the rangers standing in the passenger cargo bay falling over each other as they struggled to regain balance.

The former Atlesian soldier turned back just in time to witness Yatsuhashi jump on board the oil drum platform from the Desert Guard vehicle to help Pyrrha take on Little Steve. Pyrrha ducked under a punch from the Enforcer just as the armored samurai landed beside her and charged forward with his fists raised and clocked Little Steve in his cut face, making the muscular minigunner spit out a mouthful of spit. Recovering quickly, Little Steve swung back with his gauntleted fists repeatedly and Yatsuhashi either blocked or deflected them with his bracer-clad arms while returning with strong punches of his own, while keeping Pyrrha protected behind him.

"Go help Heliosia!" Yatsuhashi managed to say before he began to grapple with Little Steve, both of them punching and striking at each other like two professional fighters in a match. Pyrrha nodded, turned and ran towards the other intensely fighting pair behind her.

At the far end of the truck's open platform, Thorn roundhouse kicked but Heliosia ducked under the assassin's leg and delivered an uppercut that knocked her a couple of steps backward. Snarling in annoyance and anger, Thorn slid her pistols back into their holsters and ran forward, rapidly punching the Summer Maiden in quick succession but Heliosia easily blocked all her punches before grabbing her arm and throwing an elbow punch at Thorn's head. The would-be maiden candidate dodged the first blow but wasn't fast enough to avoid the punch which hit her in the head which was the final strike of Heliosia's combo. She reeled for a moment, before shouting some choice swears and quickly got back at the Maiden, throwing out punches of her own. Heliosia blocked her opponent's punches with uncanny precision, allowing Thorn to ram her arms for a few moments before spinning around and elbows her in the face. The pale-skinned assassin cried out as she stumbled backwards and did a reverse roundhouse kick, only for Heliosia to slide underneath her and kick her in the back. Turning her fall into a spin, Thorn teleported and managed to ram her arm into Heliosia, but the Summer Maiden endured it and grabs Thorn's other arm and elbowed her in the face in another rapid sequence of strikes. Before she could kick out Thorn's legs, the assassin teleported again and drew her pistols once more, firing at the Summer Maiden who quickly spun Flameguard to block her opponent's shots.

Heliosia ducked down again, allowing Pyrrha to land a kick in Thorn's abdomen while holding Akoúo protectively in front of her. As the Summer Maiden and female Spartan engaged the assassin together, Thorn saw that Little Steve was slowly being beaten back by Yatsuhashi who was clearly gaining the upper hand for the moment. Dodging another punch from Heliosia, she threw one of her loaded pistols over to the minigunner who caught it with his outstretched hand. As Yatsuhashi launched another series of punches towards him, the Enforcer grabbed hold of the samurai's outstretched arm and pointed the Thorn's pistol at his face. Yatsuhashi heard Velvet's cry of fear coming from Team Beacon's vehicle, but he managed to use his bracer-covered arm to knock Little Steve's arm upwards just as he pulled the trigger, the bullets flying harmlessly into the air instead. Little Steven then headbutted Yatsuhashi and then grabbed the samurai and slammed him down onto the metal surface of the platform, and was about to put a bullet in Velvet's partner's head when bullets from Ren's StormFlowers peppered the area around him. Ducking back to protect himself, the Enforcer wasn't prepared for Yatsuhashi's comeback in which he leapt back up and decked Little Steve in the chin, sending the Enforcer crashing back into the oil drums.

"Heads up!" Lao shouted as he pointed his grenade launcher at the wheels of the oil truck. Before Yatsuhashi could do anything, he fired a grenade which hit the truck's rear and caused it to swerve wildly, with every combatant on board of it trying their hardest to keep their balance. As Yatsuhashi fell away from Little Steve, the Enforcer shot Thorn a look and jumped back onto Ante's truck through the side door, while the assassin used the chance she had been given to sprint towards Pyrrha, teleporting behind her and elbowing her bodily on the back which caused Pyrrha to lose her grip on the case. Before Heliosia could try to recover the case, Thorn kicked Pyrrha towards the Summer Maiden which knocked them off balance and grabbed the case, teleporting once more and ending up on top of Ante's truck just as the oil truck crashed onto another produce truck moments later, sending Yatsuhashi, Pyrrha and Heliosia flying from the overturned cargo platform.

Using her considerable strength, the Summer Maiden pushed Pyrrha with her outstretched hands towards Yatsuhashi who grabbed hold of her, just as he reached out a hand towards the speeding Desert Guard vehicle Coco drove. Time seemed to slow as the armored samurai wrapped his other arm around Pyrrha, tucking his body to protect his friend as they arced slowly through the air before crashing into the back seat of Team Beacon's vehicle, narrowly missing Nora and Ren.

"Pyrrha! Are you all right?" Jaune turned and called for his partner.

"Yatsuhashi! Are you okay?" Velvet asked with concern as she hid behind her light copy of Akoúo.

Pyrrha nodded as she pushed herself out of Yatsuhashi's open arms, the latter grunting an affirmative as they both watched Heliosia flipping gracefully through the air, eventually facing her front and prepared herself to land with Flameguard drawn in her right gloved hand. Moments before the Summer Maiden would have impacted with the hard surface of the expressway, Swift Wing intercepted her with Sharp Strike standing up from its seat with his arms and hands outstretched, catching Heliosia within his arms at the very last possible moment. The Knight Errant then reduced his bike's speed slightly, falling behind a little as he made sure that Heliosia wasn't hurt.

"Wow, just…wow." Nora quipped at the stunning save and almost everyone else nodded.

"Drive! Now!" Ante ordered and Lao obliged, flooring the accelerator and driving off.

"We're okay! Keep going!" Heliosia shouted to the members of Team Beacon as they sped up as well. She looked back to Sharp Strike as he allowed her to climb onto the seat behind him, "Thank you for catching me, Sharp Strike."

"I'm just doing my duty, my lady." Sharp Strike replied as she tapped his shoulder pauldron while he increased speed to catch up with the Desert Guard vehicle.

"Is your bike still functional enough to ride?"

"My bike is as well-built as my armor. It's going to take far more than a grenade blast to damage it," Sharp Strike informed her before asking, "Do you wish to abandon the chase and fight the Grimm instead? If we continue to pursue Thorn and her associates, there's the risk of your powers being stolen."

"No, they brought this fight to me. They want to take my gift by force. So I shall make them understand the full magnitude of the mistake they made." She voiced fiercely.

Sharp Strike was impressed and replied, "I guess your mind's made up. Hold on."

"I already am." Heliosia tightened her grip onto Sharp Strike's shoulders as he opened the throttle once more. Unknown to the Summer Maiden the Remnant Knight was very grateful for the complete coverage of his helmet, as he didn't want anyone to see the slight blush that was on his face right now.

After making sure that Little Steve and Thorn were back on the truck, Lao saw that they were nearing an interchange ramp that led down to the city streets. Most of the vehicles had stopped and were subsequently abandoned by their owners, but there were still quite a few moving about the expressway, desperate to get away from the city-wide battle. The driving Enforcer smirked, knowing his chance had come.

"Hang on!" He called as he sped up, forcing Coco to do the same as they got closer and closer to the split in the road. Then he purposefully rammed the armored truck into the Desert Guard's vehicle and succeeded in knocking them away at the right moment, and Ante's truck went down a ramp off the highway.

"NO!" Jaune shouted as they drove up the ramp and away from them.

"Later, dickheads!" Ante hollered while Lao drove them further away, and from the rear of the truck Thorn stood up and gave the members of Team Beacon a rather obscene gesture with her fingers while Little Steve was clutching his bleeding face with one gauntlet, blood leaking from Miló's cuts.

"Go back!" Pyrrha shouted to Coco, when all of a sudden a King Taijitu slithered onto the highway, saw them shoot past and gave chase. As Nora and Ren both opened fire on the snake-like Grimm chasing them, Coco cried out as she saw that up ahead was another one which was blocking the road, having already devoured several people who had no doubt been the drivers and passengers of the destroyed vehicles crushed underneath its body, and was eager for more prey.

"I think I know to catch them! But we gotta take those King Taijitus out!" Coco said quickly, "Velvet, you take the back one and use Penny's swords, everyone else with a blade, get onto the right side! Nora, get ready to launch some grenades at the barriers when I tell you to!"

Everyone nodded and did as told, with Ruby, Jaune, Pyrrha, Yatsuhashi, Fox and Ren all moving to the right-hand side of the vehicle with their blades out. Nora crawled over to Yatsuhashi's seat, since he was now standing up, and aimed at the rapidly approaching barrier with her grenade launcher, while Velvet stood firm on the back.

The King Taijitu ahead sat on its coils and opened the mouths of both heads, its many sharp fangs glistening in the bright sun and extending its forked tongues. It had seen the vehicle charging down the highway towards it, and was relishing the chance to consume more flesh.

"Now!" Coco demanded as she slammed hard on the breaks, swerving the vehicle around so all of the blade users could smash their respective weapons deep into the serpentine Grimm's body and heads, cutting it apart while Velvet created large light copies of Penny's swords from a copy of the female android's backpack and used them to slice the chasing King Taijitu into ribbons.

Nora saw the rapidly approaching barrier and pulled the trigger of her grenade launcher, firing a couple of grenades which impacted onto the barrier and blowing it wide open as Coco spun the vehicle around in a near-perfect drift, "Good job guys!"

She kept her foot on the brakes as well as on the gas pedal as well, which allowed them to gain additional speed in order to land on the expressway road below and not crash.

"We still gotta stop them once we get down." Jaune said, glancing over to see that Velvet had deactivated the light copies of Penny's blades, "And I think I know how to do it!"

"You do?" Ruby asked, inquisitively.

"Oh yeah, but I need you and Velvet's help." Jaune said as he looked at them both.

"Sure, I'll do anything I can to help." Velvet promised with a small smile.

"Me too!" Ruby chimed in.

"Good. Coco, keep driving. We'll jump off once we're sure we have caught up with them, and Nora? Do the same thing you just did a moment ago." Jaune instructed his chosen helpers.

"Aye aye!" Nora responded with a salute as Coco sped off down the highway again.

Jaune looked to the Rabbit Faunus and asked, "Velvet, remember taking a picture of Nebula's crossbow?"

Velvet nodded and smiled with realization at what Jaune had in mind.

The blond crystal guardian then looked to Ruby and asked, "So what do you think about being ammo?"

Meanwhile on the street level, Ante smirked in triumph from within the battered truck, "Finally! We lost 'em!"

"Don't count on it. If I know those guys, we haven't won yet." Emerald warned.

"I find myself agreeing with the thief." Lao added as he looked at his superior, "They aren't the type to give up easily."

Trooper got off the radio and reported, "That was Merrick, he picked off some rangers and high-tailed it out of Shade Academy's surrounding area on his bike and he's bringing Executioner with him. Emerald's right, boss… these kids are smart, not to mention relentless." Behind him, Tom-Tom rubbed his head to soothe the throbbing pain from a nasty impact with the armored sides of the truck taken during the chase.

"Speaking of relentless, here comes the Maiden and her Knight." Thorn said while spitting a wad of bloody phlegm, making everyone look back to see Sharp Strike's bike still chasing after them.

Sharp Strike had put Swift Wing on auto-pilot, its targeting system homing in on the enemy vehicle while the representative of the Knight Order used his twin blades to cut down as many Grimm as he could, while Heliosia repeated her tactic from earlier, this time ensnaring a Lancer and swinging it downwards which resulted in the insectoid Grimm's deadly stinger piercing through an Ursa's chest.

"Not to rush you or anything, but you really need to make your move soon." Emerald told Thorn who was sliding fresh clips into her pistols.

"I will, just need to wait for next moment of opportunity." Thorn assured the thief as the truck drove onwards, "She's just… more skilled than I expected her to be."

Nearby on the highway, Coco kept the Desert Guard vehicle going at a rapid pace as Yatsuhashi lifted Ruby onto the light-copy Velvet had created of Nebula's crossbow. The red-hooded Huntress balanced herself on the weapon made of light projection easily, while adjusting her grip on Crescent Rose to make sure she could perform the maneuver that they had agreed on.

"Jaune, are you sure this will work?" Ruby asked even as she got herself ready, while her mind was going over what her friend had told her.

"It's crazy, but it's par for the course for us and the best chance we have considering the current situation." Jaune explained quickly, "You can do this Ruby, I believe in you."

"So do I. If anyone can pull this off, it's definitely you." Pyrrha added supportively.

"Me too! You always make the impossible possible!" Nora mentioned with a grin.

Ruby smiled at their encouraging words and said, "Thanks guys. Okay, let's do this!"

"There they are!" Ren called out as he pointed to their adversaries' truck in the near distance on the streets below, "And it looks like Sharp Strike and Heliosia are still chasing them."

"I see it." Velvet said as she adjusted her aim, keeping it steady on the Enforcer's armored vehicle, "Ruby, are you ready?"

"As I'll ever be!" Ruby replied after she made one last final check.

"Okay, here we go…" Jaune looked to Coco and nodded, saying, "Coco, full speed ahead!" The fashionista immediately punched the accelerator to its maximum limit, making the tactical vehicle leap forward.

"Nora, blow up another barrier!" Jaune ordered with a shout, and Nora grinned and brought up Magnhild in its grenade launcher form.

"I hope we don't get into trouble for causing property damage…" Ren remarked as he watched Nora blew open another gap in the barrier of the highway, which was just over the beginning of a large sandstone building at the edge of the street.

Coco aimed the vehicle at the gap, putting as much speed as she dared to even as beads of sweat ran down her brow as she kept her foot on the gas pedal. She had to time everything perfectly, or else their chance to stop Ante and his thugs would fail and Salem's agents would escape with the Aura Crystal.

Just before the vehicle went over the edge between gap of the shattered barrier, Jaune shouted, "Fire!"

Velvet pulled the trigger and fired her light-copy crossbow, sending Ruby shooting through the air like a bullet as the scythe-user activated her Speed Semblance at the same time.

Everyone held on tightly as the vehicle drove through the open barrier of the bridge, the spinning wheels having nothing below them for a tense couple of seconds, and with a jarring bump it landed roughly on the road where it kept going against all odds. Coco mentally prayed that the suspension didn't take too much damage from all the dangerous stunts they pulled. As the vehicle bucked up and down violently Velvet fell backwards and found herself sprawling onto Yatsuhashi's lap, and she felt herself blush when she realized where she was even as her partner helped her back up.

"Oh yeah! Who's the best?" Coco shouted in exhilaration as she drove onwards.

"You're certainly the best driver!" Pyrrha cheered and Jaune nodded in agreement as they rounded the corner to get onto the same street as their adversaries.

Jaune looked up to see Ruby's figure flying through the air propelled by her onrushing momentum down towards the street where Ante's truck was, whipping out Crescent Rose in its scythe form. "Oh, I pray this works…" He murmured while pushing away any thought that came to his mind about his plan failing, because the consequences of that failure were probably too horrifying to contemplate.

Up on the street ahead, Thorn and Ante both smirked as they took stock of their current situation: they had lost the Beacon brats, the Summer Maiden and her accompanying Remnant Knight were right behind the and would soon be easy pickings, and the city was definitely falling all around them.

Everything was going according to plan so far.

That was when Ruby fell out of the sky mere feet ahead of them with a determined look on her face. Crescent Rose came down first, and the deadly blade of her scythe sliced the Enforcers' truck in half lengthways in one swift move due to the Huntress's momentum. It also barely missed the bodies of those occupants inside and the Aura Crystal itself, which was still being held in its case by Emerald.

The two halves of the armored truck slid past Ruby for several meters before coming to a tire-squealing halt, the separated halves slanting and then fell away from each other. Lao, Emerald, Fireball and Thorn got up a little dazedly from one side, while Ante, Trooper, Little Steve and Tom-Tom stumbled out from the other.

"Th-that shouldn't even be physically possible…" Lao muttered, his hands still holding onto the steering wheel.

"Who cares about the laws of physics?! She obviously doesn't give a (shit!)" Ante ranted as he stumbled out of his half of the truck, and waved a fist in the air in Ruby's direction, "Do you have any idea how much this cost me?"

"I admit, that was rather adroit." Little Steve commented as he climbed out of the ruined truck.

"I'm sorry, did you just use the word 'adroit'?" Trooper asked incredulously.

"Yes, what of it?" The minigunner shrugged.

"Well, I've never heard that word used casually. Hell, I've never seen it outside of wordy novels." Trooper told his large comrade.

"I don't even know what that word means." Tom-Tom commented as they regrouped, weapons at the ready.

"Look it up in a dictionary or something." Trooper answered dismissively before looking to Little Steve and asked, "Seriously, why that word?"

"I'm trying to improve my education, so I read a lot. That tends to expand one's vocabulary." Little Steve explained.

Tom-Tom scoffed and said, "Nerd!"

Ante snapped and barked loudly, "Someone just shoot her already!"

Ruby laughed at the amusing conversation she was hearing as Sharp Strike and Heliosia screeched to a halt next to her, followed quickly by the battered Desert Guard tactical vehicle carrying the rest of her friends.

"That was… pretty impressive." Sharp Strike said admiringly.

"How did you do that?" Heliosia asked as she leaped off Sharp Strike's bike with Flameguard at the ready.

"Well, let's just say I have a really good Semblance and now I know what an arrow feels like!" Ruby quipped back and the Summer Maiden nodded. She looked at her enemies and demanded "Give up!"

"We're not beat yet, Rose! We still have the crystal!" Thorn snapped, drawing out both of her pistols while Emerald held onto the case. Ante and his Enforcers have their individual weapons pointed at the members of Team Beacon, and vice versa.

"Return the Aura Crystal to us and surrender now, and you'll get a fair and just sentence for your crimes." Jaune said as he held both Crocea Mors and his shield at the ready, "You can't win this."

"Oh really?" Thorn asked with a cocky look before the ground in the vicinity around them started to shake again, "Tell me, when does that ever work?" The members of Team Beacon readied themselves for the emergence of a Deathworm once more, but what came was much, much worse.

About a mile away from the stand-off, a sandstone building crumbled as the giant Elder Deathworm erupted out of the ground, the buildings behind it reduced to mountains of rubble due to the tunnel it had drilled underneath them. The massive Grimm creature roared deafeningly as it slammed its gargantuan form through a five-storey building, destroying it completely and devouring whatever was in it collapsed.

"An Elder Deathworm!" Heliosia exclaimed in horror, "It's the Sand Devourer!"

"Correct, Summer Maiden." Thorn snarked evilly, "Now how about we make an exchange? You surrender your Maiden powers to me, and I'll have my Grimm Commander friend Anansi call that thing off."

Sharp Strike shared a look with both Jaune and Pyrrha, giving a small nod of his helmet-covered head. The two Crystal Guardians quickly opened up their minds, trying to use their Grimm Commander powers to control the massive rampaging monster, and found that it was mainly impossible because it was too far away.

"Ugh, I can't stop it!" Pyrrha cried in frustration.

"I can't either!" Jaune replied after concentrating for a while more.

"Don't waste your effort, brats." Thorn shook her head while keeping her pistol pointed at them, "After all, I know 'Fotia' never got far enough in her training to control an full-grown Elder Grimm. Now what do you say, Summer Maiden? Your powers in exchange for the lives of hundreds of thousands of innocent people? Seems like a fair trade to me."

Heliosia's maroon red eyes widened in horror and uncertainty as she saw the destructive actions of the Sand Devourer Elder Grimm in the distance. She could stop all this death and destruction with a single choice… but at what cost? Giving up the power of the Summer Maiden to Salem's, when the Mistress of the Grimm already had the Fall Maiden under her control?

Every single moment she delayed would only result in more death and destruction, and yet if she chose the other path she would be handing over the powers of the Summer Maiden to someone who obviously would misuse them for whatever destructive purposes that Salem wished her to perform, just like Cinder Fall.

It was a sadistic choice if Heliosia ever saw one.

The Summer Maiden felt a gauntlet resting on her left shoulder, and turned her brown-haired head to see Sharp Strike's azure lenses staring intensely at her, "My lady, don't be fooled by their lies. There is no guarantee that the Grimm Commander would call off the Elder Grimm even if you give that thief your powers. If they want to take them so badly from you, this is all the more reason why you should protect those powers you inherited from the previous Summer Maiden. We'll find a way to stop them, together."

"But the people of Vacuo City are dying-" Heliosia began, only for the gauntlet on her shoulder to tighten a little as the lenses of the Knight Errant's helmet to flash a little dangerously.

"And the only way we can prevent more death and damage to the capital is to take down those responsible for it. My fellow Knights are doing what they can at the moment, so we need to focus on the battle here and now. We need you, Heliosia Ainea, as well as your powers right now… so I hope you know what choice to make."

"Hey, are you lovebirds done?" Thorn shouted over the destruction taking place several blocks away, "Do you really need to start a long discussion over such a simple choice?"

There was a whooshing sound of approaching chain-links, and Thorn leapt back a few steps just in time to avoid Flameguard's kusarigama form wrapping around her legs. She looked up to see Heliosia glaring at her with a look that promised reprisal for her attempted theft of the Summer Maiden's powers, and heard her reply, "Come and get it, you arrogant thief!"

"The Summer Maiden has given her answer." Sharp Strike said as he pointed his custom revolver at Thorn, "Elder Grimm or not, you don't have any hope of winning this! Not without suffering losses of your own!"

"That's right! We'll take that monster down ourselves and beat you at the same time!" Ruby declared boldly while Coco brought up her transformed gatling gun, its barrels already spinning and one trigger pull away from unleashing its powerful fusillade.

"Is that so? I guess we'll do this the hard way then." Thorn said before she grabbed Emerald who still had the Aura Crystal, and in a blink of an eye she teleported them both to the top of a nearby two-story building, "Come and get us!"

Pyrrha dashed forward and leapt onto the fire-escape located on the side of the building, using her Semblance to levitate Jaune forward. Before Ante and his Enforcers could shoot them down, Team CFVY attacked with Coco opening fire with her gatling gun which sent them running for cover and Velvet using a copy of Akoúo to shield the couple. Meanwhile, Yatsuhashi and Fox charged forward and began dueling with Lao.

Ren and Nora both began shooting at the nearby Grimm while the green ninja called to his teammates, "Go! Get the crystal! We'll hold them off!" He dodged a couple of shots which hit the road around him, and returned fire at Emerald who shot back from above.

Ruby fired a few shots at the Enforcers to keep their heads down, and then used her Semblance to launch herself off the street and onto the building to attack both Thorn and Emerald, but the assassin teleported herself and the thief away once the young scythe-wielder almost caught up with them.

Trooper, who was blasting away at the members of Team Beacon, noticed Fireball sprinting over to the fire-escape and climbing up it as quickly as he could, chasing after Jaune and Pyrrha.

"What are you doing?" He called out as he avoided another burst of weapons fire from Ren's StormFlowers which pockmarked the low wall he was hiding behind at the moment.

"All I can help to win this mess we got ourselves in." Fireball shouted back as he climbed after Jaune and Pyrrha, his trusty flamethrower slung over his shoulders.

"They're gonna need all the help they can get. Trooper, go with 'em!" Ante ordered as he tucked and rolled away from Velvet's light-copy of Crescent Rose which slammed into the ground he just vacated, and emptied his pistol at her which the bunny Faunus deflected easily.

Trooper nodded and gestured for Tom-Tom to cover him, and once the other Enforcer stood up again to unload his shotgun at Ren, the ex-Atlesian soldier withdrew the grappling hook gun from his belt and fired it at a billboard above the street and activated its retracting mechanism, flying into the air as it drew him up rapidly. He managed to catch hold of the edge of the roof and clambered over, checking the remaining ammunition in his rifle before running off after the chasing and fighting combatants.

Thorn laughed as she teleported herself and Emerald away from one of Ruby's shots and once they reappeared behind Jaune and Pyrrha just as Trooper and Fireball made it to the roof of the adjacent building, she glanced back at Emerald and said, "Take the Aura Crystal and make sure they don't get it back! I'm making my move on the Summer Maiden!"

Before Emerald could reply, Thorn vanished right in front of her and appeared on the street below, just behind Heliosia who was currently fighting against Lao by blocking his sword strikes with Flameguard. She knocked the Enforcer back with multiple hits from her staff's end, before spinning around and delivering a roundhouse kick into Lao's stomach which knocked him onto the ground on his back with a pained grunt.

The Summer Maiden ducked when she heard a roaring sound behind her, and dodged the slashing claws of a Beowolf which managed to sneak up on her from a side street. She then used Flameguard's crystal-tipped end to impale the Beowolf which let out a dying road just as Thorn grabbed the Summer Maiden from behind, an evil chuckle escaping her lips before teleporting away and taking Heliosia with her.

"NO!" Sharp Strike shouted as he ran towards the spot where Heliosia vanished.

"Oh, shit." Fox muttered as he blocked a strike from Tom-Tom, and sliced back with his arm blades that caused the bat-wielding Enforcer to jump back.

"Where did they go?!" Pyrrha asked, worried.

"Wait, there they are!" Ruby exclaimed, pointing over to one of the tall buildings on the other side of the street, where the two feminine figures had reappeared and were now fighting each other fiercely.

Sharp Strike grimaced behind his helmet and quickly set his bike to auto-pilot mode and activated its search and destroy function, which would allow Swift Wing to automatically target any other remaining Grimm it came across, and with that it sped off down the freeway, blasting away at the varying Grimm species. The Knight Errant himself pointed his right gauntlet at the nearest rooftop, from which a grappling hook fired from an open section on the back of his gauntleted fist and speedily began scaling the said building, clearly intending to help Heliosia in her fight.

"I will help the Maiden! You three reclaim the Aura Crystal!" He shouted to his teammates as he reached the top and drew his twin swords again, charging towards the two battling combatants.

"Good luck!" Ruby called back to him before she looked over to see Emerald, Trooper and Fireball running and jumping across the rooftops to get away, with Trooper firing his assault rifle one-handed to cover his associates. She ducked behind a smokestack as bullets pounded against its steel exterior, and brought up Crescent Rose to loose off a few shots before giving chase again.

"Come on!" Pyrrha beckoned as she and Jaune dashed after the escaping trio, swiftly joined by Ruby.

"What about the Elder Deathworm?" Ruby asked, pointing to the gargantuan Elder Grimm which was devastating the city. The screams and shouts of civilians and Vauco Rangers were heard in the distance, and it was clear the battle wasn't going well for them.

"We'll do our best to deal with it!" Velvet called back, whose sharp hearing had allowed her to hear Ruby's voice easily, "Just don't let them get away!"

"Thanks Velvet!" Ruby called as she focused on the chase at hand, sliding another fresh clip of bullets into Crescent Rose.

Jaune was using his emotion Semblance to run and jump as fast as possible, pushing himself to his physical limits to get the Aura Crystal back. In his mind, he was angry, worried and more than a bit desperate, and so he channeled all those emotions into his Semblance, using that and his vast Aura reserve to fuel his body as it moved quickly over buildings of sandstone of brick, and even jumping across a number of wide spaces between them as well.

As he sprinted his mind thought back to Ashe's advice and briefly wondered… does this situation call for the ultimate attack?

"We'll get it back, Jaune!" Pyrrha suddenly said to him as they dashed across a long building with steep curved sides, having sensed his inner turmoil with her Grimm powers, "I promise!"

Jaune looked at her and nodded, offering her a small smile which was something Pyrrha always returned before they returned their attentions back to the chase. But if the worst came to worse, he would still do whatever it takes to prevent the Aura Crystal from being taken away by Salem's agents.

Down on the street level, Coco kept pouring punishing volleys of gatling-gun fire on Ante and his thugs, forcing them back behind whatever cover they could find in the streets so that Team CFVY, Ren and Nora could move towards the Elder Deathworm, aided by Ren and Nora's own ranged weapons.

"So, anyone got a bright idea on how to kill that monster?" Fox questioned, sharing a look with Velvet and Yatsuhashi as Nora fired a couple of grenades which exploded into clouds of electrified pink smoke that briefly disorientated Ante and his remaining Enforcers.

"I'm thinking, give me time!" Coco snapped as she glanced back to the humongous Grimm. Despite her gusto and confidence, the fashionista was genuinely worried because none of their weapons would be able to even scratch the Elder Grimm's hide.

How exactly would they kill that thing?

---

Up above on the rooftop which the assassin had teleported them onto, Thorn was already unleashing a volley of swift palm strikes at Heliosia, who either dodged or blocked the rapid attacks with Flameguard before the Summer Maiden managed to deliver a painful punch to her chin. Jerking back a little from the blow, Thorn then jumped up and managed to kick Heliosia in the abdomen, blowing her back a step.

They exchanged a few more blows with each other before Thorn managed to land a kick at Heliosia's right knee which caused her to hit the ground. Drawing her pistols, the pale-skinned woman opened fire but the Summer Maiden managed to execute a quick combat roll away from the shots fired at her. Heliosia then leaped back to her feet and launched out Flameguard's kusarigama chain which rapidly wrapped around Thorn, who struggled to free herself as the brown-haired girl yanked her down.

Sharp Strike made it up to the roof as well, clambering over the edge easily as he quickly asked, "Maiden, are you all right?"

"I'm fine, just need to let off some steam!" Heliosia told him before she swung Flameguard with such force that she sent Thorn flying off the roof and into the side of another building, only for her assailant to vanish once again via her teleporting Semblance. Heliosia cursed as she retracted her weapon's kusarigama chain and looked around warily for Thorn's reappearance.

Sharp Strike moved up briskly to Heliosia's side with both of his swords drawn and ready to defend her. His helmet looked this way and that, also searching for the female assassin.

"This assassin must have a significant amount of Aura." He observed quietly, "And she's been relying quite a lot on her Semblance."

"I noticed." Heliosia muttered as she gripped Flameguard in both gloved hands, "A potential weakness?"

"Don't count on it!" Thorn shouted as she suddenly appeared behind them, kicking them both down.

She fired off several rounds at Sharp Strike who managed to spin around in time and deflect most of the bullets coming at him with his swords and ignored the one that hit his armored side, and charged forward to deliver several powerful kicks which he dodged dexterously before he slashed back at her. Thorn avoided a series of sharp jabs from Flameguard, grabbing Sharp Strike's midnight-blue cape and tried to blind it him with it, only for Sharp Strike to lash out with a powerful kick that knocked the female assassin off the side of the building. She teleported back in an eye-blink, appearing in the air above Sharp Strike where she came down right on top of him knocking him down so she could smash his helmeted head down onto the roof's hard surface. Heliosia retaliated with swift jabs of her staff, making Thorn back away speedily before Sharp Strike sweep-kicked her only for Heliosia to sucker-punch her in the face, knocking the assassin onto her back a few meters away in a groaning heap.

As Heliosia reached down and helped Sharp Strike up, Thorn pushed herself up and wiped away some blood which flowed from her nose, all the while glaring at her target, "Did you just sucker-punch me, bitch?!"

"Yes I did." Heliosia responded derisively as she shook her gloved fist a little, glancing at Sharp Strike, "You okay, Sharp Strike?"

"I'm fine, my lady." Sharp Strike replied as he readied himself for another bout, "She's a real dirty fighter, that's for sure."

"Then perhaps I should teach her a lesson or two in terms of combat." The Summer Maiden looked back to Thorn and curled her fingers a little as a challenge.

The pistol-wielding assassin laughed mockingly as she spat out a wad of bloody phlegm, "Well, well! The Maiden actually had to protect her Knight? I'd say that makes you a failure, shiny."

"Who says I need her protection?" Sharp Strike retorted, "I was only giving the Maiden a chance to strike back first."

Circles of red began to shine around Heliosia's maroon eyes as her arms shot out, crackling energy tendrils traveling down their lengths and with a grunt of concentrated effort she conjured up a bright, hot yellow-and-orange beam of energy which was blasted from her open hands and slammed into Thorn, managing to knock her backwards several meters and into the alley below.

As Sharp Strike got to his booted feet again he looked at Heliosia and quietly queried, "I suppose that's the power of the Summer Maiden?"

"Yes, it's time for me to stop holding back. If Thorn wants it so badly, then she needs to learn the consequences of fighting a Maiden." Heliosia replied with a small smile on her lips, and Sharp Strike nodded in agreement at her.

"Clever, but not good enough!" Thorn's voice came as she appeared on the building behind them both, overlooking the pair who drew their weapons and adopted guard stances again.

"Then how's this?" Heliosia shouted as she used her Semblance to direct the thermal energy she had absorbed along the way to light her fists on fire and flung them at Thorn as a huge blast-wave of red and orange flames, which flew straight at the teleporter.

Thorn ducked, letting the fire wave hit the billboard behind her and destroyed its support beams, causing it to topple over backwards with a loud groan of collapsing metal. She saw the collapsing billboard just in time and teleported, reappearing on another nearby building.

"Now you're making this fun!" She taunted before cartwheeling away from the bullets fired at her from Sharp Strike's revolver. Thorn leapt off the building and teleported right in front of Heliosia who she collided with, knocking Flameguard away and wrapping her hands around the Maiden's neck.

"I'm not like Cinder, you know. I might actually let you live." She said as she began to strangle the Summer Maiden, "You're rather easy on the eyes…"

"Thanks, I'll try and remember your compliment…" Heliosia managed to gasp out before she struck Thorn in the stomach and chest swiftly, causing the latter woman to cry out. The brown-haired maiden then threw out an open-palm strike which impacted on the assassin's chin and snapping her head back. Thorn's hands loosened and she quickly teleported away once more to avoid being cut in half by Sharp Strike's swords.

Heliosia quickly jumped back onto her feet and rubbed at her throat, her chest rising up and down as she took a couple of deep breaths to steady herself. Looking up, she quickly asked, "Where's Thorn?"

"There." Sharp Strike said as he pointed with one of his swords as he spotted the said assassin reappearing several buildings away from them both, rubbing her hurt chin and looking right at them with a contemptuously mocking grin.

"Looks like we have to chase her." Heliosia sighed.

"But she's clearly goading us into a trap." Sharp Strike objected.

"But we outnumber her. A Maiden and a Remnant Knight against an, admittedly clever, teleporter? It won't be easy, but if we manage to defeat and capture her we might just uncover more about Salem's operations." Heliosia reasoned.

Sharp Strike carefully considered the points she had raised, and nodded, "I don't like putting you in danger, but you have raised valid points. Very well, we will pursue her, but if there's the slightest danger that our adversary might go for your powers again, I'm getting you away from her."

"I wouldn't worry, since you'll be protecting me." Heliosia replied as she leapt effortlessly over various obstacles on the rooftop, "Besides, her fighting skills are no match for mine, and if worse comes to worst I still have a few tricks up my sleeve that will make Thorn regret this."

They glanced back to see Team CFVY, Ren and Nora making their way down the streets towards the more Grimm-infested areas so they could help the fleeing civilians and embattled Vacuo Rangers, with Velvet giving them cover from Ante and his Enforcers who by firing at them with a light-copy of Coco's gatling gun.

As Thorn began running off deeper into the city, followed closely by Heliosia and Sharp Strike, the Knight Errant could only hope this didn't end up being more disastrous than it already was. Whatever happens next, he would stay true to his oath to do everything in his power to ensure sure that the Summer Maiden wouldn't be harmed.

---

Ruby, Jaune and Pyrrha kept running over the rooftops of the city, leaping and vaulting over the various obstacles as they did so. Sometimes they had to use billboards or the curved arms of streetlights to jump across the distances created by the alleyways and roads below while they continued to chase after Emerald, Fireball and Trooper.

As she sprinted, Ruby looked out to the embattled city, seeing the Elder Deathworm haul itself up into the air as it ate an entire Desert Guard truck, devouring the unfortunate troops who didn't manage to bail out in time. She shuddered as she witnessed the ensuing carnage and called out, "We have to do something to stop that thing from destroying more of the city!"

The blonde knight and the female spartan both hid behind some smokestacks and generators as Trooper and Emerald fired their weapons as they ran, with Jaune lifting his shield to block the bullets coming his way while Pyrrha returned fire with single shots from Miló. He looked back at Ruby who was firing off a couple of shots from Crescent Rose beside him and replied, "Ren, Nora, Coco and her team are handling that problem already! We can't let them get away with the Aura Crystal!"

The Arc son leapt to a nearby couple of thick steel cables and snagged his shield on it, holding onto both sides as he slid down across the line to the other side of the street and jumped onto the roof of the other building while Pyrrha and Ruby used their superior jumping abilities to easily get across the gaps between the buildings themselves. For their part traversing the same distances, Trooper used his grappling hook pistol to get himself and Fireball across the gaps while Emerald was a decent jumper in her own right.

"Ruby, can't you use your silver eyes to weaken it or something?" Pyrrha asked her as they ran.

"I might have more control over my eyes now, but I haven't mastered them yet! I…I don't think I can fight that huge Grimm and all of the others around it, it would drain me too much and if that happens I would be a sitting duck!" Ruby answered as she tried shooting at the fleeing trio once more, this time managing to just barely graze Fireball's suit, tearing open the arm of his suit.

Said pyromaniac whipped around and fired his flare guns at them, forcing them to swerve out of the way and take cover wherever they could.

"We have another problem!" Jaune pointed ahead of them as they saw the trio of adversaries changed direction to the right and climbed up another building's fire escape after jumping from the building nearest to the steel gantries.

Ruby took aim and opened fire with Crescent Rose, her bullets causing the nuts, bolts and struts holding the metal frames to the side of the building to gradually collapse and fall into the alley below. Emerald nimbly avoided the collapsing parts by leaping over to the still-stable side, jumping upwards and climbing onto the next level as she tossed the Aura Crystal's case onto the roof. Trooper used his trusty grappling hook gun again, this time snagging on a strong brick smokestack above him and pulling both himself and Fireball up.

"Pyrrha, toss me up!" Jaune told his partner who nodded and activated her polarity Semblance, using the metal in Jaune's strapped-on chest plate of armor to go flying onto the rooftop their adversaries were heading for. He yelped a little as he felt himself flying through the air for a few tense seconds, and landed firmly onto his booted feet just a short distance away from the case.

He lunged at the case and grabbed hold of it at the same time as Emerald who had just made it to the top of building. The two struggled for possession of the case like opponents in a tug-of-war match, neither one giving in as they strained at each other.

"You're…not…stealing this!" Jaune growled as he attempted to punch the mint-haired thief, who narrowly avoided it by leaning back.

"Too bad, it's what I do." Emerald retorted as she kicked Jaune in the shin and gut, dodged his return blows before she elbowed him in the chin, making Jaune lose his grip on the case and knocking him down.

Jaune recovered quickly, adjusted his grip on his sword and attacked Emerald with a diagonal slash, but she parried it with her twin sickle-revolvers before sidestepping and using one of them to shoot Jaune in the chest, but he was protected from any serious injury due to his armor.

The leader of Team JNPR managed to lift his shield to block another salvo of shots from Emerald's guns as Fireball made it to the rooftop as well, while Trooper blasted away at Pyrrha and Ruby with his assault rifle to keep them busy. The silver-eyed girl then used her Semblance to jump high into the air and landed a few feet in front of Jaune, slamming her scythe into Emerald who hurriedly leapt out of its way to avoid losing any limbs. Seeing her chance, Pyrrha used her Semblance again to violently knock up one of fire escape's segments which sent Trooper tumbling onto the roof before she jumped up herself from another steel gantry beside the fire escape.

Fireball grunted something unintelligible as he brought up his flamethrower and pulled the ignition trigger just as Emerald managed to put some distance between her and Jaune, unleashing a stream of ferocious flames to separate the two sides. Trooper pushed himself up and stumbled over to Emerald and his fellow Enforcer, ejecting his almost empty magazine and replacing it with another fresh one.

"They're persistent, I'll give 'em that." Trooper took aim with his rifle again, this time switching his target to Jaune.

"What else do you expect from them?" Fireball replied and shared a look with Emerald, "I will handle Nikos. You take care of the scythe-girl, got it?"

"That's what I was planning on," Emerald said as she readied her revolver-sickles, glaring at Ruby across the flames separating them.

"Oh Crud." Ruby muttered to herself before another idea hit her and she smirked. Breaking into a run she jumped over the flames with Crescent Rose held high above her to strike at Emerald, who managed to block her attack as the scythe's blade came down. Before Fireball could pull out his pistol to shoot her, Pyrrha used her polarity Semblance on his flamethrower equipment to send the pyromaniac Enforcer flying into the nearby brick chimney, scattering broken bricks and dust everywhere. Jaune, trusting in his aura to shield himself from the hot flames, simply copied Ruby's action and ran forward to attack Trooper with quick thrusts and cuts with Crocea Mors while Trooper evaded nearly every attack.

Ruby swung Crescent Rose expertly at Emerald, forcing the thief to use her quick reflexes in order to avoid the deadly blade. As the leader of Team RWBY tried to land a hit on the mocha-skinned girl, she couldn't help but notice that Emerald's style of clothing, even the original style she had worn back in Vale during their first year, did indeed seem to match the local fashion of Vacuo's towns in and around the desert, which meant Coco had been correct when she had guessed Emerald was from a place with decently warm weather like this given it was late winter.

"So, did you come from a town or city like this?" Ruby asked as she spun Crescent Rose's blade to deflect a few rounds which Emerald shot at her, and the thief jumped over yet another alleyway to the opposite building.

"What's it to you?" Emerald snapped back as she sidestepped a slash as Ruby jumped over as well.

"I guess I'm curios, since your clothes pretty much matches the fashion choice here." Ruby pointed out as she backflipped away from more bullets flying her way, "I just like to know more about my enemies. Speaking of which, where's Cinder?"

"She's not here, if that's what you're worried about." The thief snarled as she used both revolver-sickles to catch Crescent Rose's blade in a scissorhold. Emerald quickly ducked as Ruby pulled the trigger and fired her weapon off, only to be kicked in the face by the scythe-wielding Huntress. The case fell from her hands as Emerald raised her arms to protect her face, and Ruby quickly snatched it up.

"Got it!" The silver-eyed girl cheered and her fleeting triumph was immediately snatched away as Trooper's grappling hook shot out and grabbed the handle, ripping the case away from Ruby and pulling her down hard onto the roof's surface.

The case spun through the air and Trooper caught it, holding the case by its handle. "Sorry kids, just following orders." He said as he jumped back from Jaune's swing with his sword, and emptied his assault rifle at JNPR's leader who used his Semblance to create a shield which caused many bullets to bounce off it and hitting elsewhere.

'I don't get it, isn't this guy supposed to be secretly helping us?' Jaune thought as he felt the impacts of bullets against his shield, remembering how Trooper had saved Violet from Anansi back in Cadia and told them where Ante would be, not to mention sparing Taiyang's life as well. 'If he's really trying to play both sides, now would be a good time for him to play against the bad guys!'

"Get the case out of here, Trooper!" Emerald shouted as she tried to shoot at Ruby who had recovered and promptly rolled backwards, sprung up and began blocking the shots heading her way.

Fireball pushed himself up from the brick debris and squeezed off another burst of flames from his flamethrower at Pyrrha who dived aside quickly, before leaping over and grabbing hold of Trooper's arm. The Enforcer with the assault rifle fired his grappling hook onto a water tower across the street and without a backwards glance, swung away from Ruby, Jaune and Pyrrha.

"Damn it!" Jaune swore as Pyrrha came up next to him.

"Go after them! I'll handle Emerald!" Ruby urged as she and Emerald traded fierce blows with each other.

The two nodded their agreement, and Pyrrha tossed Jaune yet again and jumped over herself, grabbing onto a long metallic flag pole with her Semblance. She landed agilely next to Jaune, and the chase resumed.

Emerald kicked Ruby back before retreating, making the Huntress give chase. The two young women ran and jumped over buildings which let them both see the carnage happening below. While hordes of Grimm swarm throughout the streets and various districts, Ruby was relieved to see the police, Vacuo Rangers and Desert Guards fighting against the soulless beasts with the assistance of many Hunters-in-training, who were all working together to fight the monsters off and protect the citizens of Vacuo City.

"Looks like we have a chance of saving the day after all!" Ruby called out to Emerald as they kept running and jumping across the rooftops.

Emerald said nothing, because if she were to be honest with herself, she was never comfortable with the destruction wrought by Salem's forces. While she understood reshaping the world meant that sometimes the old one had to be dismantled, she didn't like the sight of so much devastation caused by their actions.

So they kept running while trading blows along the way until Ruby used her Semblance to zoom right in front of Emerald and brought Crescent Rose slashing towards her. Emerald dashed aside and fired her revolver-sickles at Ruby who spun her scythe to deflect the incoming rounds. The red-hooded Huntress then shot a few rounds from her weapon before racing forward and landing an uppercut on Emerald's face, knocking the thief down.

Emerald wiped some spit from her mouth as Ruby brought the gun-barrel of Crescent Rose to aim at the her, a fresh round already in place.

"Now tell me, how did you and your 'friends' get inside Shade Academy? Where's Cinder? And what else are you guys up to?" Ruby demanded as she kept Crescent Rose pointed unwaveringly at the dark-skinned thief.

"You think Salem doesn't have spies everywhere?" Emerald sneered, which made Ruby's eyes widen, "As for Cinder, she's not here. She's busy doing something else."

"Like what?" The scythe-wielding Huntress felt herself ask, although her mind was quickly considering the alternatives of what else Cinder would be doing under Salem's orders.

"What do you think?" Emerald replied, glaring up at Ruby with her red eyes.

Ruby was about to reply when they both heard terrified screams reaching their ears, and they turned their heads to see a sizable Grimm horde attacking an elementary school.

"Oh no!" She cried as she brought Crescent Rose away from Emerald, watching as the Vacuo Ranger squad below valiantly tried to protect the children from the ravening Beowolves, Boarbatusks and Hellhounds but it was clear that they wouldn't last long without assistance.

Despite seeing an opening to either shoot Ruby or put some distance between them and escape, Emerald found herself instead turning her head to look at what was happening, and her expression turned distressed. In all this rush and hassle to attack the Summer Maiden and allow Thorn to get her powers, she had completely forgotten about the civilians of Vacuo City, the innocent and the helpless who would be hurt by their orchestrated assault on the capital of the Western Kingdom. Even then, she didn't think the tunnels that the Grimm would be coming out of would be so close to a building full of children but the Grimm creatures had proved to be unpredictable at times.

Still, she couldn't let Ruby capture her, because should that happened she would probably be handed over to the Guardians of Remnant and the Remnant Knights, who would undoubtedly make her spill everything she knows about Cinder and the others who work for Salem, and wouldn't be gentle...

Ruby glanced down at Emerald and pointed down at the blameless civilians beset by the Grimm, "So, do you really think this is how you guys should make the world a better place? By killing off innocent people who did nothing wrong?"

Emerald didn't answer. She looked away in shame.

"Emerald, it doesn't have to be like this. You don't have to be their minion! I can tell you don't want something like this to happen! Help me save the people of Vacuo City, starting with those kids…and if you really want to make the world a better place then help us stop Salem before it's too late!" She offered a hand to the mocha-skinned thief, "If there's a few things I learned from Ashe and a lot of others I've met, it's that the world out there is more complicated than I know, and nobody's perfect. So, what do you say we stop fighting each other and work together instead?"

The girl dressed in green didn't look at her nor take the young Huntress's offered hand, but she spoke quietly, "You don't know anything about me Ruby, so don't pretend you do. I am just doing whatever I can to survive in a dangerous world out there, which you never had to. I don't care for what Salem wants, but I owe Cinder everything."

Ruby stomped her foot irritably and shouted, "Fine!" She moved to strike Emerald unconscious with the pole of Crescent Rose, but once she brought it down it went right through her and the figure of Emerald vanished.

Ruby groaned as she realized that Emerald had tricked her again with an illusion, and there was no way she could find Emerald again since the thief could be some distance away by now.

"Son of a…bee sting!" The silver-eyed Huntress exclaimed in place of a swear before she whipped around, facing the school. She took a breath to calm herself, then ran quickly and jumped off the roof, soaring through the sky smoothly and landed boots-first in the school's courtyard, impaling Crescent Rose's blade scythe-first onto a Boarbatusk, destroying it instantly.

Her arrival was immediately noticed by the Grimm all around her, which quickly switched targets and headed in Ruby's direction while disregarding the students who were trying to hide behind bushes or in the classrooms, as well as the fighting Vacuo Rangers. They all looked at the teenage red-hooded girl in stunned shock and astonishment when she brought her black and red-haired head up and her eyes briefly let out a bright

silver shine that made the many Grimm beasts back away from her.

They didn't even stand a chance as Ruby dashed forward with an amazing burst of speed, leaving rose petals in her wake as she cut down any kind of Grimm unlucky enough to be in her path with Crescent Rose; Beowolves, Boarbatusks, Ursas, Creeps, Colonists, Hellhounds…it didn't matter as they were all destroyed by the young Huntress.

Ruby took in a couple of deep breaths as the silver glow from her eyes died down and returned to normal, and she quickly looked around the courtyard to see that the children there were unharmed.

"Hey, that's Ruby Rose!" She heard a little girl say.

"Oh yeah, it is her!" A young boy piped up.

"That was so cool." She heard an older boy, maybe eleven years old, commented with admiration in his voice.

"You did good, young Huntress." A Vacuo Ranger sergeant praised Ruby as another ranger herded the children out of the courtyard and towards the main entrance, "That was a pretty impressive feat."

Ruby couldn't help herself and smiled in response before asking, "Sir, there should be a shelter underneath this school right?" She remembered from her lessons back at Signal Academy that it was a mandatory feature for all civilian schools to have an underground shelter where the school staff, teachers and students could seal themselves in should a Grimm attack happen and wait for rescue.

"Yes. We were bringing the children to that place when the Grimm cut us off." The ranger sergeant informed her, while checking the amount of ammunition left in his rifle, "Those damn creatures were about to overwhelm us until you arrived and rescued us. Backup is on the way but we're making progress," He then turned and hollered at his fellow rangers, "You two, watch the main entrance at the other end of the courtyard, and shoot anything that isn't human or Faunus. The rest of you, get the children into the underground shelter right now!"

"Sergeant Ismail!" A ranger with the armband of a medic shouted for his attention as she knelt beside a man lying between a bush and the brick wall of the school. As Ruby and the ranger corporal ran over, they both saw that the man had a couple of deep claw marks on his body which clearly got through his aura, and small streams of blood leaked from the wounds. The medic was rendering medical aid, bandaging him up while speaking, "The teacher got scratched by a Beowolf while saving his student. He's unconscious, but his condition is stable for now."

Ismail was about to say something when another ranger ran up to him and reported, "Sergeant, we have bigger problems. There are Grimm inside other sections of the school, and they approaching our position even as we speak. Half of the school has already made it to the underground shelter before the Grimm got inside, but the other half are still trapped on the upper levels. We've been communicating with them through the staff radios, and I have told them to stay put for the time being."

"No, you guys are going to need all the help you can get. Besides, I'm Ruby Rose, I'd like to think that means something." She said with a smile as the boy, aided by some girls, hefted their unconscious teacher up. "Okay, let's move!"

"Then why is this class with you?" Ruby asked and the other ranger turned and look at her.

"What? This class was chased outside into the courtyard by the Grimm and ended up with us when we arrived to assist in protecting the school."

"Sergeant, we need to get the teacher into the shelter right now." The ranger medic insisted as she packed up his portable first aid kit and picked up her shotgun, "I hate to say this, but we can't get to the upper levels of the school without bringing another horde of Grimm down on us."

Sergeant Ismail thought quickly and set his jaw, and began to give out orders, "Jen, you and Rivera carry the teacher and bring him to the shelter. I'll take Ayad and Chavez to the upper levels and evacuate the other half of the school. Hold the heavy blast doors as long as you can against any incoming Grimm, and we'll join you as soon as we can!"

Ruby raised her hand and said, "I have a better idea; I can move much faster than any of you, so I'll go escort the remaining classes to the shelter one class at a time. You rangers would probably do much better if you keep any more Grimm from getting in along with keeping the major corridors clear while I escort them, right?"

"That's not a bad idea, but are you sure you can rescue all those classes on your own? I can send a few of my men with you." The Vacuo Ranger sergeant offered selflessly.

"No, you guys are going to need all the help you can get by making sure the main corridor to the shelter is Grimm-free and that no more Grimm get inside. I will escort each glass as fast as I am able, okay?" She gave a smile at the sergeant as Jen and Rivera took both of the unconscious teacher's arms on their shoulders and made for the entrance. Seeing Sergeant Ismail nod in agreement, she cried out, "Okay, let's move!"

Ruby ran into the school and went towards the nearest classroom filled with students, knocked on it to get the attention of the teacher, and told him and the kids inside to follow her quietly. Suddenly she heard a young girl's panicked screams and whipped around, seeing a girl who must have been about nine years old running for her life with a snarling Beowolf hot on her heels.

Ruby's heart went out to the younger girl as she hugged her, "It's okay, I'll make sure you'll be safe." She helped the girl up and told some of the older girls to help guide the frightened child through the halls as Ruby led the way, directed by the kids.

"Back inside!" She told the kids and they obeyed, while she brought up Crescent Rose and took aim. Before the young girl could even register the appearance of Ruby and the accompanying class, the leader of Team RWBY had blown off the Beowolf's head with a single shot and its headless body slumped down dead and swiftly disintegrated.

"Are you okay?" Ruby asked as she knelt down to check that the girl was unharmed, although she was shaking and crying uncontrollably.

"I…I…I…I was in the bathroom, I couldn't get back in time and…it tried to eat me…" The child managed to say through her sobs, "I-it k-killed the j-j-jan-janitor!"

Ruby's heart went out to the younger girl as she hugged her, "It's okay, I'll make sure you will be safe." She helped the girl up and told a couple of the older girls to help guide the frightened child through the deserted halls as Ruby led the way back to the main corridor, directed by the kids.

"Hey, uh… Miss Rose?" One of the boys asked, a little hesitantly.

"Call me Ruby." She told him, smiling to make him feel better.

"Uh…Ruby, are you sure we can make it?"

"Trust me. With me here with you, those Grimm won't be able to hurt you." Ruby answered before she suddenly slammed her weapon into one of the windows, cutting a Hellhound that was about to burst through in half, "See? Now let's keep moving."

And with that, Ruby kept shepherding the children through the school. She knew it wouldn't be easy as these students were still young kids, kids who were scared out of their wits. And that was something the Grimm flocked to like moths to a flame. She also knew that no matter what, she needed to protect these children from harm.

From a safe and hidden spot outside and across the street from the school, Emerald watched in the shadows as Ruby went about saving the kids and escorting them to safety.

The acolyte of Cinder thought about how Ruby had allowed her to get away in order to save innocent kids and then looked out to the devastated city, and knew that Cinder was right; whatever world Salem was trying to make…it wasn't going to be worth it if so many people had to die. A small part of her mind wondered if she should have taken up Ruby's offer? Should she run like she so often did when she was younger, before Cinder found her? Or should she actually do something with Cinder to derail Salem's plans?

Emerald knew that she couldn't abandon Cinder or go against Salem without getting herself killed, but it was clear to her now more than ever that Cinder was right about the Grimm Mistress. She didn't want to think about the consequences should Salem manage to get the powers of both the Maidens and the Relics, because those were far too terrible even for her to contemplate.

But there was still a chance she could do something worthwhile today. And so she made her choice.

---

While other battles of varying size and intensity broke out all across the city, the battle at the front of Shade Academy was heating up, even though most of the combatants had moved out into the city. Vacuo Rangers, Desert Guards, and Remnant Knights fought alongside the young Huntsmen and Huntresses of the combat school against the ravening hordes of assorted Grimm beasts, Grimm Knights, Red Fang soldiers and whatever enemy they laid their eyes on throughout the city.

The sounds of heavy gunfire echoed back and forth across the courtyard and the area beyond it, along with the ringing clashes of bladed weapons and the enraged shouts of the embattled combatants as a multitude of fight scenes played out. A Remnant Knight from the Relentless Crusaders saved the life of a young Huntress-in-training by slamming his huge halberd down into the head of a screeching Deathstalker. A Vacuo Ranger buried his combat knife into the neck cables of a Grimm Knight which had just impaled him with its bladed hands, before a Desert Guard managed to behead the dangerous death-dealing machine with her sword. A Red Fang soldier disappeared underneath a group of second-year students, defiantly punching and kicking at them even as they bore him down and tore his assault rifle away from his grasp. An Ursa savagely ripped into a screaming ranger with its claws while being shot at from half a dozen rifles.

The whole battle had split into a series of smaller clashes scattered throughout the place, with small groups of fighters clumping up as they fought against the Grimm creatures and Grimm Knights. The Vacuo Rangers were by far the biggest group in the whole courtyard, adopting a rough wedge formation as they pushed back the Red Fang soldiers back to the main gates of the academy with thick salvos of punishing gunfire. Despite the fact they were slowly losing ground, the Red Fang thugs who were still standing unleashed volleys of heavy weapons fire back at their enemies alongside the remaining Grimm Knights.

In the skies above besieged Huntsman Academy, Hyperion One shifted its thrusters and Dust booster engines from hovering to flight and moved out into the city, blasting away as many Nevermore, Griffons, Lancers, Vampires and Scavengers with the airship's anti-air cannons and many other turrets extending from its framework. The thunderous weapons fire coming from the Command Ship's heavy armaments eliminated many Grimm while causing others to scatter as it headed for the airspace around the CCT Tower, doing its best to discourage the aerial Grimm from attacking the essential structure.

The battle between Qrow and Tyrian had moved out of the courtyard and into the academy. The two dark-haired fighters traded blows wildly, their bladed weapons meeting against each other with loud metallic clashes ringing outwards. Sparks flew from the forceful attacks both combatants threw at each other as they fought with everything they had.

As they battled their way into the main foyer, Qrow slammed Reaper hard against the assassin's wrist-blades before Tyrian grinned crazily and cocked his gloves. The killer then suddenly opened fire with the hidden double-barreled machine guns on his wrist-blades, forcing the Huntsman to hurriedly pivot out of the line of fire. Even as he jumped away and twirled Reaper to deflect the shots Tyrian shot at him, Qrow noted that despite his own weapon being much larger than Tyrian's, Salem's agent's weapons were quite deadly in their own right.

Tyrian laughed as he jumped onto one of the columns, his prehensile scorpion tail stabbing into it as he hauled himself up onto the ledge above him and then leapt over to a bridge located on the second floor that connected the two sections of the academy together. A pair of grand staircases flanked both sides of it, which overlooked the main corridor that led straight to the school's entrance. He ducked down to avoid the shotgun blasts from Reaper as Qrow shot at him, and once the shots stopped presumably because the Huntsman needed to reload his weapon Tyrian jumped up and poured gun fire down onto the floor below, but stopped when he saw no one was there.

A brief look of confusion occupied Tyrian's face as he looked around, wondering where his opponent had gone. He was about to turn the machine guns mounted on his wrist-blades on both of the staircases when his enhanced senses detected something sharp slicing downwards at him. The assassin ducked just as Reaper's blade slashed the air above his head, and he turned quickly to deliver a kick when all of a sudden Qrow's body came up feet fist, smashing the Fusion Faunus in the face which sent him flying through the air. Spinning through the air acrobatically, Tyrian eventually landed on the second-floor bridge and crouched down with his scorpion tail aimed high above his head, his purple aura flickering a little.

"Oh, I've been hoping for a fight like this!" Tyrian cackled.

"Then you're so going to love the asskicking I'm going to give you." Qrow said before launching himself forward to attack Tyrian again with an overhead slash, trying to get Reaper past his enemy's wrist-blades to do some serious damage. Tyrian ducked the attack and slid underneath him, managing to land a small cut on the Huntsman's side which caused his aura to flare red monetarily.

Qrow dodged a few more kicks from Tyrian and swung Reaper in various cuts and slashes which the assassin avoided by lying flat on his back as the Huntsman's weapon passed scant inches above him. The veteran Huntsman dived aside as his adversary fired his guns once more, the machine gun fire stitching a line of ragged holes on the wall behind him, destroying some paintings and a couple of stone statues. Chips of broken wood, shattered glass and stone fragments accompanied him as he deflected a few lucky shots while Tyrian shot at him, firing from every possible angle as he ran sideways.

Kicking off a nearby wall, Qrow slashed down at Tyrian who sidestepped and hit back with his right wrist blades which screeched against Reaper's blade. Laughing insanely, the psychotic quickly brought up his left wrist blades to cut Qrow's face, but the old crow saw the attack coming and quickly moved his hand to move his blade horizontally which blocked Tyrian's other blades from wounding him and pushes his enemy back a step. Their eyes met for a moment, before Tyrian's tail shot out and missed Qrow's head narrowly, and the assassin backflipped away with a hooting holler.

As the assassin flipped overhead, Qrow tried to reach him by jabbing upwards but Tyrian merely bounces off the blade. He landed behind Qrow and tried to strike him but Qrow dodged him again, executing a quick upwards slash that Tyrian barely blocked. He leaned back as Tyrian's claw blades whipped past him again, turning his back and blocking the assassin's attacks by using Reaper's blade as an improvised shield.

As Qrow jerked aside from Tyrian's stinger again while blocking another strike from his wrist-blades, he suddenly cried out as Tyrian's tail wrapped around his legs and flung him over into one of the damaged windows, the impact shattering it completely and before the avian Huntsman could strike back with Reaper he felt Tyrian's tail wrapping around his arm and yanked hard, sending Reaper flying away to impale itself on the opposite wall.

Qrow groaned as he slumped down against the wall, small bits of glass and plaster falling onto him as Tyrian approached. The maniacal assassin grabbed the Huntsman by his neck, squeezing down on his throat excruciatingly, making the latter cough as he fought to free himself from Tyrian's grip.

"Looks like you aren't as good as you think you are, Branwen!" Tyrian sneered as he kept Qrow pinned against the wall with one arm while he brought back the other, the incredibly sharp pincer blades ready to shoot forward and impale themselves into Qrow's head.

Just as Tyrian's blade-covered fist came forward, Qrow's arms shot out suddenly and grabbed the dangerous arm, forcing it back towards Tyrian with surprising strength as he glared at Salem's assassin. The unexpected movement caused the murderer to just barely lean away reflexively, his wrist blades inflicting a small cut on his own cheek instead which hurt like hell, aura or not.

Qrow quickly struck back by kicking his enemy in the groin, gut and chest, making Tyrian cry out in surprise as he staggered back. Delivering a devastating right cross with his arm, Qrow managed to force his enemy away before leaping up and dashing past Tyrian who was covering his face with his hands. Swiftly reclaiming Reaper, Qrow was about to swing Reaper's blunt end into Tyrian's head to knock him out but the assassin's left arm shot up and blocked the blow with the wrist-blade.

Red eyes met gold as the two glared at each other.

"Maybe I'm better than either of us think, Callows." Qrow retorted before pivoting away from a machine gun blast from the right wrist-blade and snap-kicked Tyrian in the chest, sending him over the handrail of the bridge and back onto the first floor where he landed lithely on his booted-feet. The Huntsman ducked behind a nearby pillar as Tyrian sent a couple of machine gun salvos from his wrist blades that hammered divots out of his cover.

Qrow was about to jump down when the agent of Salem threw up an explosive Dust charge, forcing him to retreat into one of the side hallways as it went off, blowing the already damaged windows out into the battling courtyard. As smoke and dust billowed past him, the Huntsman recovered and poked his head out cautiously trying to see if Tyrian was still around.

After seeing that there was too much visual obstruction, Qrow leaned against the nearest wall and groaned in pain, putting his hand down to press on the recent cut Tyrian had given him. He felt his aura do its best to heal him, but even with his significant aura, formidable skills and considerable strength he knew that this wasn't going to be an easily won fight.

But when did that stop him?

All of a sudden someone grabbed him by his jacket and hoisted him up, and Qrow couldn't block the punch that sent him hurtling towards the staircase. Blinking his eyes rapidly, Qrow jumped back up again to see Tyrian emerging from the grey dust clouds that almost covered the whole foyer.

Tyrian cackled madly as he approached Qrow, aiming his wrist blades while saying, "You'd think Ozpin's top agent would be more of a challenge. You must be slipping, Branwen…I expected so much more!"

"Oh just you wait, the fun has yet to begin. I still have a few tricks up my sleeves!" The old crow replied with a dark smirk before he shot at Tyrian with Reaper's hidden shotgun barrels, unleashing a salvo of buckshot-like pellet spread.

The assassin evaded it and shot forward, firing bullets from his wrist-blade machine guns which Qrow deflected yet again with Reaper. A few stray shots hit the skilled Huntsman in the chest, but thankfully his aura managed to shield him from most of the damage, but the kinetic energy from those bullets knocked him back a few steps. The two combatants continue to swing and cut at each other until Tyrian managed to land a lucky hit on Qrow by slamming him across the face with his tail, sending Qrow over the edge of the staircase and onto the lower floor below, but he just barely landed on his feet.

Qrow rolled with the descent until he reached the lower end of the staircase before springing upwards and swung his weapon towards Tyrian, unleashing a barrage of shotgun rounds from Reaper just as Tyrian was about to jump down. He cursed when his shots did not manage to hit Salem's assassin, instead forcing him to take cover.

Realizing that the current location wasn't working to his advantage, Qrow saw his chance for a tactical retreat and took it, dashing off deeper into Shade Academy and doing his best to ignore the throbbing pain from the cut.

Tyrian leaped down from the top of the staircase and gave chase, laughing maniacally, "You can run, but you can't hide, Branwen!"

What Tyrian didn't see was Qrow's smirk on his own face, since the latter knew that his adversary had taken the bait.

---

Back outside, Blake traded rapid struck at Ilia and countered her attacks just as quickly. The two Faunus girls eye each other carefully after their latest clash, both of them waiting for the right time to strike as they circled each other warily like two predators.

Ilia suddenly exploding into action and attacked, but Blake dodged and parried the strikes thrown at her before she used her Semblance in combination with the earth Dust crystal within Gambol Shroud to create a rock clone of herself. She dropped down and avoided the latest blow as Ilia's weapon became imbedded within the rock clone of Blake.

The Cat Faunus transformed Gambol Shroud into its pistol and kusarigama form, launching it outwards and brought its black ribbon over Ilia's head and around her neck, pulling it tight but hopefully not enough to choke her former friend.

"Ilia, please don't do this! We don't have to fight each other!" Blake pleaded, "I don't want to fight you!"

"I want to!" Ilia shot back as she transformed her weapon back into a whip and snapped it through the rock Blake, whipping its head off as she slammed the back of her head into Blake's face, making her cry out and loosening her grip on the ribbon. They stumbled away from each other, trying to collect themselves.

Ilia recovered first and struck at Blake, kicking the feline Faunus in the gut and knocking her down. Before she could make any kind of finishing blow, Blake used Gambol Shroud's pistol mode to open fire at Ilia, forcing the now Chameleon Fusion Faunus to use her whip weapon to block the blasts. However, one shot got through Ilia's guard, grazing her shoulder and causing her aura to momentarily flicker.

This gave Blake enough time to jump forwards and deal her former friend some well-aimed kicks of her own, sending the Red Fang agent stumbling over where she collided with a Hellhound. Ilia fell to the ground and rolled for a moment, but when she looked up she saw the canine Grimm glowering at her with its drooling mouth open wide she felt a sudden spike of fear rush through her. The Hellhound was about to leap forwards and bite down on the girl's neck when Blake used a fire clone of herself to grab hold of the Grimm creature and knock it aside, which exploded and killed it.

Ilia forced herself up as Blake approached her, the two of them standing amongst the shrinking chaos of the courtyard battle.

"You saved me…" She managed to say.

"Ilia…no matter how misguided you may be, I wouldn't let that thing kill you." Blake told her evenly.

"So…you do care." Ilia replied.

"Of course. I know I left you behind when I escaped, you were jealous of my…relationship with Adam…but that doesn't mean I would totally abandon you." Blake reasoned, lowering her pistol.

"Jealous? You thought I was jealous of you?" Ilia asked, indignant.

"You may say otherwise, but it was always there." Blake said as a Grimm Knight came crashing down next to them, courtesy of Amethyst's direct hit with Gembreaker's Dust arrow, "We might have been friends Ilia, but I always sensed a deep jealousy coming from you whenever you saw me and Adam together."

"I don't believe this!" Ilia ranted as she glared at Blake, her spots turning pink for a brief moment, "You don't really understand me at all! You never did!"

She immediately turned a darker shade of red with anger and attacked Blake again, this time slamming her whip-like weapon at the Cat Faunus fiercely, which caused Blake to weave and dodge aside as much as she could to avoid the electrifying length of Ilia's weapon.

Blake did her best to defend herself by firing shots with Gambol Shroud's pistol form as much as she could, then she dropped and rolled away from a particularly strong whim slam which hit the ground she vacated a moment earlier and made it crackle with electricity as Ilia activated the Dust within. Ilia struck at Blake a couple of times more, and fired individual shots of lightning from the tip of her weapon's blade which the Cat Faunus only just avoided.

She had anticipated that her talk with Ilia obviously didn't go well, and as she ducked under another swing of the whip-like weapon she quickly traded out a fire Dust crystal for an electric one, then brought it up and caught Ilia's weapon with Gambol Shroud's katana form before slamming her backwards. She felt random jolts of electricity zapping her hands and lower arms, but ignored it as she struck at Ilia once more, trying to disarm her former friend.

Blake struck back powerfully, sparks flying out from the clash of their weapons and forcing Ilia to return her own weapon to blade form and parry her blows. However, the Belladonna daughter's attacks were strong enough to drive the Fusion Faunus back, and Blake finished it off by using her Semblance in conjunction with the Lightning Dust to create a crackling electric clone of herself that impacted hard into Ilia and sent her flying into the sandstone steps of Shade Academy, her brown hair frazzled slightly by the attack.

As Ilia opened her eyes she saw Blake coming forward and saying, "Please, Ilia…I know you're scared, but you don't have to be. Don't stay with the Red Fang, come with me. We can keep you safe."

Ilia sighed and said, "I- I can't."

Suddenly, the Fusion Faunus threw her whip upwards and snagged it onto a flagpole hanging from the upper levels. She flung herself up onto the pole attached to the roof over the main entrance of Shade Academy and then leaped onto the roof itself, sprinting away.

Blake sighed, and knew she couldn't let Ilia go just like that. She needed to catch her and find out if there was any way she could help her former friend get out of this mess. While she was ultimately responsible for Adam's death, she didn't know how Ilia would react to that particular piece of information. Resolving that she would handle that matter another time, Blake used the kusarigama form of Gambol Shroud to grab the very same flagpole and swing herself up onto another protruding ledge of the academy, where she made her way to the rooftops as well through climbing and jumping from one level to the other.

As the two Faunus left the fight, Yang took cover behind the statue as Mercury sent a dozen Dust orbs at her. Small chips of stone fell down as Yang reloaded the Ember Celicas, while ignoring the pain from the kicks Mercury had scored on her torso.

"Smarmy dickhead!" Yang muttered as she glanced back to see Mercury drop-kicking a sword-wielding Desert Guard who overextended himself, knocking him onto his back a couple of meters away.

"You okay, Yang?" Weiss asked as she ran over, along with Amethyst. The snow princess had dismissed her Boarbatusk summon after it had taken out enough enemies in their immediate vicinity so she wouldn't end up totally drained. Looking up to see a group of Grimm Lancers coming down to attack them, she summons five white glyphs which launched icicles at them, killing a few of them while scattering the rest in the process.

Not to be outdone by Weiss, the Spring maiden loaded up a fire Dust vial into Gembreaker and fired it into the air, where it hit another hovering Grimm Knight in the chest which exploded and the flaming shrapnel from its demise impacted into several other robotic menaces in the process. Yang cocked her gauntlets as she told her teammate, "I'm fine. I hate to admit it, but Mercury has gotten better since we last saw him."

"Is that so?" Weiss asked as she suddenly slammed back her rapier to impale the head of a Grimm Knight that had tried to attack them from behind, which the Schnee heiress had noticed thanks to the reflection of a shattered window opposite them. She withdrew Myrtenaster and the black-armored robot crashed to the ground spitting sparks from the damaged electronics within its head, "And here I thought you always liked a challenge."

"Hmm…" Amethyst hummed as she surveyed the chaotic courtyard, seeing Headmistress Luna, Wind Runner, Fire Walker and the other Remnant Knights were moving out into the city to take on more Grimm while Sun battled Hui, "There's not much fighting happening in here anymore, since most of it has move out into the city."

"As has that freaky spider Grimm Commander." Weiss noted, as she looked out beyond the gates to see Anansi standing atop of a Tarantula Widow, battling a number of Desert Guards and Remnant Knights, "Since we've had more experience fighting these Grimm Commanders than most, we will have to take him down ourselves."

"No offense, but I don't think you've fought a Grimm hybrid before." Yang spoke up, "Not unless spars with Jaune and Pyrrha count."

"It counts! Besides, I still know enough to give Anansi a decent challenge, but I can't do it alone." Weiss mentioned before looking over to the Spring Maiden, "I would appreciate some help, are you up for it Amethyst?"

"Just try and stop me." Amethyst answered with a smile, but it dropped before she added in a slightly more serious voice, "But if the fight gets really intense…I might have to use my Semblance. And I'll be gone for a while if that happens."

"What? We need you here! Is your Semblance that dangerous?" Weiss asked with a raised eyebrow, while Yang looked at the purple-haired girl questioningly.

"Er…no. I'm not going to physically leave. It's…my Semblance suppresses my emotions, and turns me into a totally different person." Amethyst explained hesitantly, "You might need to see my Semblance in action to get the gist of how it affects me."

Weiss and Yang exchanged looks, and the Schnee heiress eventually said, "But at the end of the day, you are still you right? It's not like you can't turn off your own Semblance, so if you really need to use it, then use it! Just remember, you control that power and not the other way around."

Amethyst looked up at Weiss and offered her a smile, "I guess that makes sense. Okay, let's go kick some ass!"

Yang smiled and got up, and was about to charge out with Weiss and Amethyst when Mercury fired a barrage of Dust orbs that blitzed up the area around them and hitting Yang several times, knocking her back.

The silvery-gray haired assassin laughed mockingly at them as Yang sprung up, her red eyes and yellow hair glowing with fury, "Hey Blondie! I haven't forgotten about you, and I've a score to settle with you!."

"Oh, trust me…I am just aching to give you a few more bruises." Yang pumped her Ember Celia-clad fists and put on her best sadistic smile as she turned and asked Weiss, "Care to help me knock Mercury down a peg or two, Snow White?"

Weiss smiled back and said, "It would be my pleasure, Goldilocks."

Mercury kept his grey eyes on the partially destroyed Huntress statue, ready to strike at the three young women. He glanced over to see Sun who was being kept busy by Hui swinging his chainsaw weapon and clearly unable to help, and made the motion of pretending to check the time, "Come on out, girls! Let a real man like me show you a good time!"

All of a sudden one of Weiss's black glyphs shot out and stopped under him, rooting him to the spot with an unnatural force as a long formation of ice spread out and engulfed Mercury, sparing his chest and head but completely trapping his arms and artificial legs in ice.

"Ah! What the hell?! G-get me outta here!" Mercury cried out, shivering as the two members of Team RWBY and the Spring Maiden came out from behind the statue gingerly.

"He's all yours. Have fun." Weiss smirked at Yang as she used her glyphs and the ice Dust within Myrtenaster to create an ice slick leading outwards from the courtyard into the street. Striding pass the cursing Mercury, Weiss gracefully slid down the slippery sheet of ice with Amethyst right behind her, the Spring Maiden struggling a bit to keep her balance and collapsing Gembreaker from its bow form into its alternate sword form in order to use it to take out a few more Grimm creatures as she slid quickly after Weiss.

Yang grinned as she came over to the trapped Mercury, her yellow hair wreathed in fiery flames and her red eyes glowing brightly. She grabbed his head with her flesh hand and told him, "You want to show me a good time? Well, kicking your ass sure sounds fun!"

Before Mercury could reply she slammed her robotic fist into him hard enough to shatter the ice and break him free as he went flying into the perimeter wall of the Huntsman Academy. There was a loud crashing sound as Mercury impacted onto the surface of the wall, the sheer force of which he was punched with not only causing his aura to be near completely depleted, but also the thick wall to buckle inwards and shatter instantly, leaving a sizable crater with him in the middle of it

Yang blasted away a couple of Beowolves on her way to take on Mercury again as Sun ran over to her after managing to disorient Hui by hitting him several times with his Bō staff and knocking his legs out from underneath him. Along the way he used Ruyi and Jingu Bang's combined form to sweep a Beowolf off its feet and then jam the lower end of his weapon underneath the werewolf-like Grimm's head and pulled the trigger, blowing a portion of its head off.

"That was freaking badass!" He complimented her as he created a pair of spectral clones and sent them rushing at Hui, holding the Bear Faunus down so Yang could rush over and punch him hard in the face, sending Hui skidding across the ground of the courtyard with a large crack on his Red Fang mask. That wasn't the end of it though, as he received further damage with Sun's two clones rushing at him and exploding after making contact.

"Thanks, Sunny-Boy! You're doing pretty good yourself!" Yang acknowledged as she blasted away at the various Grimm Knights and Grimm beasts around them, especially those which had singled them out as their latest targets.

"I saw Blake following that Red Fang girl with the whip up onto the roof, think she needs our help?" Sun inquired as he switched his weapon to its nunchaku forms and fired at the Grimm Knights charging at him.

"Blake's good enough to take on one opponent Sun, she'll be okay." Yang assured him as she shot down a low-flying Lancer, blowing its wings off and causing it to crash face-first onto the courtyard's flagstones.

"I know she's strong, I just don't want her to get hurt," Sun said worriedly as he tripped up one of the few Red Fang members left in the courtyard.

"Neither do I, but I have faith in Blake's fighting skills enough to know that she'll be okay." Yang told him as she leaned in and whispered, "Besides, if that girl does hurt Blake, we'll both teach her a lesson on the terrible mistake she had made."

Sun nodded, smiling at Yang as she went off to fight the recovered Mercury who attacked her with renewed vigor and a fuming look on his face. He turned back and saw Hui pushing himself up and revving his chainsaw, changed Ruyi and Jingu Bang into its combined Bō staff form and got right back into the fight.

---

Not far from Shade Academy, in a street within the evacuated neighborhoods between it and the Grand Temple of Vacuo, a portal opened and deposited a smartly dressed man with a moustache who stepped out into Vacuo City and adjusted the wrist cuffs of his dark gray overcoat.

Watts had taken the liberty of disguising himself, donning a pair of contact lenses to change his eye color as well as a long dark wig with a fake scar on his cheek. He walked out of the alleyway and looked over to the academy in the distance, where he could see the battle raging within its walls and that it had spread throughout the capital.

Even now he could see Red Fang thugs and Vacuo Rangers engaging in a fierce firefight at one of the major checkpoints that oversee the entrances in and out of the "Holy City" district which separated it from the rest of the city. As Watts made his way quietly throughout the deserted streets, he also caught sight of student Huntsmen and Huntresses battling the Grimm which had poured out of the tunnels underneath the capital, and they were just barely keeping the terrible beasts at bay while frightened crowds of civilians swarmed into the huge temple itself.

With the Temple Guardians occupied between keeping the Grimm from getting through the main entrance of the Grand Temple and directing the flow of civilians, no one would pay attention to Watts once he blended himself into the panicked civilians making their way into the holy place for safety. He took out his scroll and pressed several spots on it, activating the Grimm Knights that were hiding within the temple, having snuck in through underground passages yesterday.

"Looks like Tyrian and the rest are performing their parts decently enough." Watts mused quietly to himself before he moved into the debris-strewn street and began walking towards the imposing temple a couple of streets away, making sure his specially-made gauntlets were hidden, "And now for my part…"

To Be Continued...

This chapter was co-written by Relentless Crusader.

So sorry this chapter took so long. RC had personal matters to attend to, and this chapter was initially much shorter, but rewrites expanded it greatly.

If you liked this story fave, follow, and review. Some feedback on what's good and what's not would be appreciated, thanks for everything guys.