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

79. Salem Strikes Part VIII: Rising Action

Chapter 78: Salem Strikes Part VIII, Rising Action

"All hands to battle stations, I repeat, all hands to battlestations! Combat Alert Alpha!"

"Alert Five Manta airships, prepare for launch! Alert Ten Manta airships, engines on stand-by!"

"Rapier Team, Saber Team, and Sword Team leaders report that they're green-lit for imminent combat!"

"Pilots of transport airships bearing tanks and A.P.C.'s, prepare for second wave launch!

"Opening port hangar bays for Rapier Team fighter-transport airships! Stand-by for launch!"

"Opening starboard hangar bays for Atlas Eagles Interceptor Squadrons One and Two! Stand-by for launch!"

Captain Samson stood up from his captain's chair and focused his attention at the stern image of Shade Academy's Headmistress which was currently displayed on the main screen within the busy bridge of the Atlesian battle cruiser Allegiance. Around him the various bridge personnel worked diligently at whatever tasks that were currently occupying their attention, coordinating the forthcoming military operation to assist the hard-pressed Vacuoan military forces within the capital of the western Kingdom.

He took a quick glance at the armored windows of the cruiser's bridge, his expression tightening as he could see the capital city wreathed in many streams of black smoke and the flashes of sporadic explosions in the distance which bespoke of intense combat taking place throughout its districts and streets beyond its walls. Even though the battle was taking place several kilometers away, the captain could also see that untold numbers of varied Grimm mounting an attack on the fiercely-defended walls of the Kingdom as well.

The current situation definitely demanded the judicious application of mass firepower. Fortunately it was something that the Atlesian forces under his command could provide once they made it into the city and landed their own troops in the assigned landing zones, the captain told himself.

"The Vacuo Council has given clearance for Atlesian military forces to operate in Vacuo City." Luna's image spoke from the bridge's main screen, "A temporary gap will be allowed through the wall's anti-air defenses for your deployed troops to get through to the trio of assigned landing zones designated Wahid, Anthan and Thlath, after which it will resume as per Alf Layla wa-Layla city-wide protocol."

"Are those landing zones safe from enemy forces, Headmistress?" Samson inquired, "I need to let my forces know if they'll be in for a hot landing."

"As of the latest information I received, those three landing zones are still under the control of the Vacuo Rangers and Desert Guards." The Headmistress of Shade answered, "The ranking officer in command at each individual site will inform you of the areas which require the most attention from the arrived reinforcements."

"Understood, Headmistress Luna. You have my thanks." Samson spoke as calmly as he could considering the circumstances, "You have my word that my team leaders will fully cooperate with their counterparts from the Rangers and Desert Guards. I'm sure by working together we'll push back this massive Grimm attack together."

"I'll thank you properly after this battle is over." The screen showing Luna's image stuttered a little before returning to normal again, with her expression changing after receiving a message through her comlink, "I'm afraid I have some bad news, LZ-Thlath has come under heavy attack by a number of Deathworms. They are currently giving the Ranger squads stationed there trouble. Is there any way you can provide any assistance?"

The Atlesian captain furrowed his brow as he thought about it, and quickly consulted with a nearby uniformed officer bearing an electronic tablet before replying, "I can detail a squadron of Atlas Eagles to do a couple of bombing runs in those Grimm-infested areas. Would that be acceptable?"

Luna shook her head, "I'm afraid that is out of the question. There are still Vacuo Rangers and police officers fighting the Grimm hordes in order to evacuate civilians in the vicinity of those areas. The bombs will definitely kill them all if dropped in those places."

"Understood, I'll try another approach," Samson replied carefully, "…to minimize collateral damage as much as possible. In the meantime, the Allegiance will provide cover fire in the air."

"Thank you for your understanding and Godspeed, Captain Samson. Headmistress Luna out." Her image spoke again before disappearing.

Samson turned and marched over to another junior bridge officer who was manning a communications console, "Lieutenant Jonson, get me a line to Specialist Justinian now." He barked and the aforementioned officer obeyed instantly, fingers tapping the various icons on the green screen in front of him frantically.

"Colossus Pilot Justinian here." A deep baritone voice answered from the console's speakers, "Just got my helmet on and performing final checks now on the Hunter Battler's weapon systems."

"Change of plans, Pilot Justinian. You are no longer on stand-by." Samson spoke carefully, "You're going out with the next wave of fighter-transport airships. One of the major landing zones have reported heavy Deathworm activity, and considering the deteriorating situation I'm authorizing the deployment of the Colossus mech. Do what you can to clear the area of Grimm, and be sure to minimize damage to the surroundings, am I clear?"

There was brief pause before the Atlesian mech pilot spoke again, "Orders received and acknowledged, Captain Samson. Prepping Hunter Battler Colossus Mech for imminent combat."

The captain then ended the call line and walked back to sit in his chair, bringing up a holographic map of the besieged city. As he watched the icons representing squadrons of Atlas Eagles and Atlesian fighter-transports fly out of the Allegiance's hangar bays, he mentally prayed that the reinforcements would be able to reach the capital city in time to do some good.

Tapping the controls on the arm of his captain's chair Samson opened up another communication channel, this one connected to Lieutenant Ellis who was currently on board one of the fighter-transport airships deployed in the first wave, "Lieutenant Ellis, this is Captain Samson. Your orders are to neutralize all available threats around the landing zones, before assisting the Vacuo Ranger and Desert Guard forces in combat. Is that clear?"

"Orders understood and acknowledged, Captain Samson." Ellis's reply was curt and to the point.

"Captain, incoming Grimm aerial swarms!" A bridge officer manning the scanning console shouted for his attention, "Distance 2200 meters and closing!"

"Oum's speed, everyone." Samson spoke before ending the call, his face turning serious as he shouted, "Bring all weapon systems online and target the laser batteries! Provide covering fire for the deploying Manta and fighter-transport airships!"

"All weapon systems for Allegiance report green across the board!" The weapons officers called out, "Targeting solutions achieved and locked onto the Grimm aerial swarms!"

"Good." Samson gripped the arms of his chair, "All batteries and turrets, open fire! Blow them out of the sky!"

---

Sister Rosea led Watts and his Grimm Knight escort through the deserted hallways of the orphanage, the tapping of her staff echoing in tune with the marching sounds of the armed robots which had their weapons pointed at her back. As most of the orphanage's inhabitants had already been evacuated to the shelter beforehand, and its assigned temple guardians were all protecting the main doors, her disappearance and Watt's presence went virtually unnoticed.

It wasn't long before they reached the lower grand spiral staircase which led straight to Rosea's personal office. As they walked the head caretaker caught glimpses of the mechanical shapes of additional Grimm Knights standing sentry at the major corridor intersections, probably to eliminate any unknowing Temple Guardian and making sure that the mustached doctor had reinforcements close at hand if things get heated. All the Caribou Reindeer Faunus could do now was to pray that the innocent-hand gestures she had secretly given to Sister Carolyn would hopefully summon some much-needed help.

A small cough caught her attention. "Couldn't we have taken the elevator?" Watts asked Rosea as he walked slowly enough to kept pace with her.

"The elevators are automatically shut down in the event of an attack. It's a standard precaution." She told him curtly.

Giving a small nod, Watts continued walking and spoke musingly, "This orpanage is quite the lovely place, and it's close proximity to the Grand Temple…so much culture and history preserved within its walls. So is the city it resides in despite its…less savory underworld. It's a true shame that this had to happen."

"Did it really have to? And to what end? What good could come of such wanton death and destruction?" Rosea questioned as they neared the top of the steps, using her wooden staff to keep herself properly balanced on the long climb up.

"If you knew what my organization's goals are, you would understand. Or perhaps not." Watts gestured with one of his gauntleted hands, "Your approval of what my associates and I are doing doesn't factor in at all."

"Perhaps not, but the approval of the rest of Remnant, or even that of Oum and the Four Gods might. It is also because of that arrogance that you and your associates all have will ultimately result in your failure in the end." She warned Watts as they finally reached the top of the curling stairs. She propped herself up against the wall with one robed hand as she took in a couple of deep breaths, before adding, "And men with wicked hearts like you will never be able to truly obtain what they desire, nor will your master."

"Choose your next words very carefully, harridan," The mustached doctor snarled, "You're lucky I'm a patient and forgiving man, since my master wouldn't put up with such impudence."

"Salem, you mean?" The antlers-crowned elderly woman stated quietly, which surprised Watts as his own eyes widened, "Oh, don't act so surprised Mr. Watts. Yes, I know of her. I've been around long enough to have heard of the Mistress of Grimm. As you can tell, my age is definitely catching up with me, but considering the fact that Salem is centuries old maybe she should consider retiring from all this…unpleasant business."

Watts glared at Sister Rosea as he slowly approached her, "Are you done?"

"No, I'm not." Anna replied indignantly as she pushed herself from the wall and continued speaking defiantly, "I believe I've heard of you, a disgraced Atlesian scientist and doctor whose failures have caused you to gradually overcompensate in terms of your actions. And when Salem came and offered you her false promises, you quickly and wholeheartedly served her without sparing a thought of what she would do to Remnant once she had whatever she wanted. I don't know what's worse; you actually believing Salem's lies, or that you actually ignored them because she only told you what you wanted to hear."

The normally conceited expression on Watts's face abruptly vanished at Rosea's blunt and piercing words. He rose up his hand, the index finger aloft as he opened his mouth to give voice to a retort, but cut himself short before simply slapping Anna across the face with the back of his hand, not using the electro-sting of his gauntlets. The aged Faunus woman's face turned aside for a moment while swaying a little on her feet, but she somehow recovered and simply glared back at him, "Looks like you're quite lacking in manners towards your elders as well, dear doctor."

"Just give me the information, old crone, or else the temple will have more bodies to bury." Watts demanded in a cold and harsh voice.

Glaring daggers at him, the Caribou Reindeer Faunus said no more and continued on through the waiting room, coming to a stop before the elegantly made set of oak double doors. Watts momentarily admired the exquisitely carved artwork on them before Anna inserted a key to open them up, revealing her office and switching on the lights since the windows were all covered by the armored shields.

"Now, where is it?" Watts inquired as he and a pair of Grimm Knights stepped inside.

The head caretaker didn't answer him right away, shuffling to a section of the wall that had a low table with several framed pictures of the many children she had taken care of on its surface. She set about rearranging them, setting those pictures into specific positions before a hidden panel in the center of the wall opened up to reveal a keypad which she then entered a long string of code into.

The keypad flashed green, causing two sections of the wall to draw outward and spread themselves apart, revealing a brightly-lit hidden corridor to a secret reinforced vault with a huge Vacuo emblem-emblazoned inner door twice the size of an average person.

"I take it this door has a similar DNA scanning protocol and defenses like the vault in the Archives?" Watts guessed as he noticed a complex-looking scanner device on the inner door's front.

"Yes." Rosea confirmed as she stepped forward towards the scanner which activated itself with a soft being sound. She then put her finger into her mouth to collect a tiny bead of saliva and placed it on the DNA scanner, which lit up green before continuing to put her thumb on the thumb-print scanner which was also accepted as well. Finally, the senior matron pressed her wrinkled face up against the retinal scanner which took a snapshot of her emerald eyes, processed and chimed a final successful result.

"Identification Confirmed: Sister Anna Rosea, Head Caretaker of the Solaria Crescent Orphanage, Senior priestess of the Grand Temple of Vacuo. Permission granted." A robotic voice spoke tonelessly before the thick vault door opened up to reveal another glass case sitting on a stand similar to the one that was seen in the temple's Archives. Within the case was another folded-up piece of ancient paper scroll, standing in the middle of an otherwise empty chamber.

"The security laser grid and inner defenses as well, if you please. Don't think that I don't know about those." Watts reminded Rosea who raised an eyebrow and entered another code into a security panel within the vault, close to the main vault door.

Once he was certain it was safe to enter, Watts signaled for one of the Grimm Knights to guide Rosea to the other side of the room, away from the entrance while the other black-and-red robot went to stand guard. He then walked inside and once again used his electrified gauntlets to smash the glass case open, snatching up the folded paper and carefully turning it over in his hands.

The villainous doctor allowed himself a smirk as he knew he had completed his task. He stepped out of the vault and noticed the elderly matron still glaring daggers at him from her stony expression but thought nothing of it since he knew she could do nothing without endangering the safety of the young hostages and herself.

"Thank you for your cooperation, Sister," Watts turned to face her as he gently stuffed the paper scroll into his inner pocket, "For what it's worth, you have my gratitude and that of my master as well for helping us take our mission one step closer to completion. Perhaps when the time comes…she might be merciful to you."

"Save your gratitude, Watts." Anna retorted harshly, "One day, the consequences of your wicked actions will eventually catch up with you, and you'll get exactly what you deserve…you egotistical bastard."

"In that case, keep praying to whatever Gods you believe in, Sister Rosea. I hope it's worth it for you." Watts gave a small theatrical shrug, "While it would make me feel better to give you another slap for your…uncivilized words against my master, I have no further wish to outstay my welcome. I'll be leaving you here with your questionable beliefs and failures then. Goodbye."

"What about the hostages?" Anna turned as the mustached doctor took a step towards the entrance of the room, the latter turning to look at her while the Grimm Knights remained motionless, "Whatever you think of me, Sister Rosea, I'm still a man of my word. The Grimm Knights in the classroom had already switched to stand-by mode, and they're free to leave for the shelter."

"How gentlemanly of you." Anna responded sarcastically, "To have at least a scrap of human nobility in that blackened soul of yours."

"I shall take that as a compliment." Watts replied dryly as he adjusted the wrist cuffs of his gray overcoat, turning to leave, "Farewell, Sister."

Just then, the head of the Grimm Knight guarding the door suddenly exploded in a bright blue flash of a plasma blast. Scorched and damaged parts rained to the ground of the room as its headless body stumbled around aimlessly for a few seconds before collapsing.

"What the hell?!" Watts cried as he lowered his hand from the Grimm Knight's impromptu and fiery demise, only for the figures of Chiyen and Bjorn to appear in the hallway, smoke curling lazily from the barrel of the latter's handheld heavy repeater cannon.

"Good shot Sublam, you still got it." Chiyen told his friend and bodyguard while removing the lamp from his staff.

"Was there ever any doubt?" Bjorn grunted as they both approached the room cautiously, stepping over the destroyed Grimm Knight.

The other Grimm Knight immediately aimed its multi-barreled blasters at Anna while Watts drew his own customized revolver in one gauntleted hand and growled, "Stop right there, fools! I don't know who you two are, but if you take another step Sister Rosea, along with the all of hostages my robots have taken on the second floor, will all meet an untimely and bloody end!"

"If you mean Sister Carolyn, Sister Charlotte, and all the orphaned children your mechanical minions were threatening, then I'm afraid your robots have all lost their heads." Chiyen informed him wryly, while Bjorn kept his plasma repeater cannon pointed squarely at Watt's head.

"What?" Watts's face twisted into a disbelieving snarl, "How?!"

"We might spread the peace, but that doesn't mean we won't defend ourselves and the innocents under our charge in times of crisis." Chiyen remarked, pointing the shimmering fire Dust crystal at the top of his staff directly at Watts.

"Some of the best snipers in the Kingdom of Vacuo are among our temple guards." Bjorn stated gruffly, "All they had to do was open the shields covering the windows in that and have a clear line of fire. Now, stand down or I'll put an ionized plasma bolt right through your head."

The black-haired agent of Salem narrowed his eyes, "How did you two know about Sister Rosea's predicament? No alarm was raised."

"Let's just say you underestimated the abilities of Sister Carolyn, she has a unique way of telling people what they needed to know without speaking a single word. You should have done more research, dear doctor." Chiyen quipped, allowing himself a small, faint smirk, "Also, we took the elevator."

Grimacing angrily Watts realized that these holy men and women had outsmarted him with aces up their sleeves when he was the one supposed to holding all the cards.

"You lied to me." He spat at Rosea.

"And I'm sure Oum will forgive me for that." She answered with a smirk.

"Now return what you have stolen from." Bjorn spoke in his deep baritone voice as he took aim with his weapon, "And you might leave here with your dignity intact."

It was quite possibly one of the most embarrassing moments of Watts' career, but he still had one last trick to play. "I'm almost impressed with your ingenuity, but don't think this will be easy." He jabbed a finger at Anna, "I still have a hostage and if you don't want your lovely priestess's brains decorating the bookshelves of this office, you two better step aside right now and allow me to take my leave."

Chiyen and Bjorn shared a look and remained where they were, weapons drawn and still standing between Watts and the entrance of Sister Rosea's office. Before the evil doctor could say anything else he heard Sister Rosea let out a cry of effort as she lifted her walking staff up and slammed it into the visor of the Grimm Knight standing behind her. The killing machine was knocked back a step, and slammed one of its arms into her in response which knocked the old Faunus woman to the ground in surprise before Bjorn blasted a trio of plasma bolts into its chest, sending the Grimm Knight crashing into a bookshelf and finishing it off.

Chiyen flew forward in an eye-blink, his staff flying upwards and connecting with Watt's gut with a distinct cracking sound, staggering him slightly. The malevolent doctor tried to shoot the human priest with his revolver and received a whack on the side of his face for his trouble, and a return sweep sent his gun bouncing across the vault's floor. Scowling, Watts managed to dodge another sweeping strike from Chiyen's staff and used his electric gauntlets to punch the priest away, only for Bjorn to rush towards him and slammed the mustached man into the vault's doorway. With one arm and much straining, Watts managed to force the barrel of Bjorn's weapon away from him, wincing as he felt the heat coming from the repeater cannon's discharge when the temple guardian pulled the trigger and the blue plasma bolt missed him by inches. He then punched Bjorn in the face with his gauntleted hand, the sting of electricity forcing the brawny Grizzly Bear Faunus to roar and haul Salem's agent up over his head, throwing him bodily out into the waiting room where he crashed atop a coffee table and sent ceramic pieces of a tea set and glass shards scattering everywhere.

Rubbing his singed face with the back of one hand, Bjorn looked up to see Chiyen nodding appreciatively as he moved out to secure the enemy agent. The large muscular Bear Faunus moved over quickly to help up Anna, gently asking, "Sister Rosea, are you all right?"

"I…I'm a bit shaky but I'll live." She brushed some small pieces of charred electronic machine parts from her red and white robes, "Thank you both. I knew Sister Carolyn would choose the right people to communicate."

Bjorn shook his head a little and muttered to himself, "Of all the times to find out that she has a telepathy Semblance."

"It was out of control. She came to us, nearly insane from hearing the thoughts of those around her. We helped her control her powers and she decided to join our ranks." Rosea elaborated.

Bjorn nodded and urgently asked "Can you walk?"

"I can. I will bloody well run if I force myself to. We need to get back what hr stole from the vaults." She hissed and Bjorn nodded.

"Given the hard beating we've given him, I doubt he's going anywhere." Bjorn pointed out.

"Don't worry about me, go help Chiyen." The senior caretaker urged, "Go, quickly!"

Outside in the waiting room, Chiyen stood over the sprawled form of Arthur Watts as he brought his staff over the groaning doctor's body, pinning him down while kneeling downwards. Making sure he was well out of range of Watt's electrified gauntlets, the priest murmured, "Who are you, intruder, and who do you work for?" His curiosity getting the better of him, Chiyen placed a gloved hand atop Watt's face and activated his own Semblance, Past Sight, which was his gifted ability to see earlier events of a person's history.

And it was unlike anything he had ever imagined it to be.

In brief but vivid flashes, Chiyen caught glimpses of a massive dark castle, the architecture of which was unlike anything anywhere on Remnant. Hordes of Grimm with some monstrous kinds he had never even seen in the most secret of tomes recorded about the Grimm existed across the dark lands, and possibly waiting for Watt's dark master to unleash them. He also caught the flashes of varying individual faces, a few he recognized from news reports but many others that were unfamiliar to him but all possibly served the same master as well. Another event came to him, and he saw the face of the man whose mind he was currently looking into and heard ghostly names to go along with it; Dr. Maxwell Edison and Dr. Francis Tesla…among scattered fragments of other memories. In the span of several seconds, he managed to learn a significant portion of Watts's personal history and previous interactions.

And then he saw something that chilled him to the depths of his very soul: a female figure clad in long black robes with a face of deathly white and sporting deep red and purple veins underneath any visible skin there was. She sat regally on a throne forged from purple glowing crystals, and eyes with jet black sclera and blood red irises regarded her subordinates with a chillingly insidious and calculating temperament of one who could patiently weave multifaceted plots to undermine and destroy her opponents. Without warning, the dark figure's face turned in his direction and looked directly at him with those unsettling eyes, and despite his strong faith Chiyen knew he was looking at the what was possibly the essence of pure evil itself. Undistilled hatred and terror seemed to radiate directly outwards from her, along with an incredible power that was literally god-like as well.

The contact with that particular memory was brief, lasting barely longer than a few seconds, but to the priest it felt like an eternity of darkness.

Chiyen cried out at the cold, cruel stare of the ghost-white face and abruptly ended the mind-scrying session, staggering back as though physically struck. Watts, who had recovered by now, quickly seized his chance by grabbing the staff-wielding priest's robed arm with his gauntlets and delivered an almost crippling amount of electricity through his body. Chiyen cried out in pain and fell backwards when the villainous doctor kicked out his legs and scrambled to his feet while Bjorn appeared in the doorway.

"Chiyen!" He called out with alarm in his voice before he noticed Watts turning to run for the corridor leading to the grand staircase outside, bits of wood, glass and ceramic falling away from his gray overcoat and pants. His plasma repeater cannon was already rising in his hands, his Desert Guard training kicking in almost instinctively as he opened fire at the fleeing enemy agent. Blue bolts of sizzling plasma flew towards his target, peppering the stone walls and beige-tiled floor of the major corridor Watts was running through with scorched smoking holes.

"Stop him! He has crucial information regarding the sacred relics! If his master gets her hands on them, it could lead to the end of everything!" Anna shouted in a distressed voice.

Bjorn nodded and instantly gave chase, allowing the old Faunus to tend to the groaning Chiyen who was clutching his closely-shaved haired head with both hands as though he was suffering from a migraine.

Watts did his best to avoid getting shot by the furious Faunus' weapon as he sprinted towards the staircase, plasma bolts flying past and missing him by inches. Over the noise of the plasma repeater's weapon discharge he could hear the sounds of running boots and fierce combat echoing from other corridors, no doubt being produced by other temple guardians who had been alerted to the security breach within the orphanage. With most of his Grimm Knights destroyed the situation had taken a turn for the worst, but Arthur Watts wasn't the type of person to embark on a mission for the Grimm Mistress without having an escape plan...

He suddenly felt Bjorn slam into him from behind, causing them both to crash onto the floor in a messy pile. The temple guardian tried to bludgeon Watts with his weapon, but a quick hit from his opponent sent the plasma repeater cannon skittering away. He then drew back his gauntleted fist to deliver a punch but Watts was faster, kicking out with his legs and managed to hit Bjorn in the stomach which briefly winded the guardian warrior. The Bear Faunus then punched downwards as the mustached doctor rolled aside, the tiled ground cracking slightly under Bjorn's powerful fists. He kicked the temple guardian in the face which the latter endured before grabbing Watts by his grey overcoat and smashing him a couple of times violently and painfully into a nearby wall, cutting off a large chunk of green-eyed doctor's aura. Pieces of shattered paintings and broken framed pictures covered them both as they fought aggressively, along with pained grunts and angered roars coming from Watts and Bjorn respectively.

After being tossed by the Bear Faunus across the width of the corridor again, Watts pushed himself up with both gauntleted hands while feeling his ribs grind painfully in his chest. He hadn't felt this much pain for a long time, and a thin trickle of blood leaked from the side of his mouth. He grunted in agony and forced himself to rise, until a beefy gauntleted hand seized his collar and began to lift the heinous doctor upwards. Through his pained eyes Watts could see the bulky form of Bjorn holding him with one hand and already cocking his other fist back to deliver another solid punch.

"Return what you have stolen, now!" Bjorn raged fiercely, and in reply Watts smirked and sliced a large chunk of broken glass he had snatched from a nearby table across the Grizzly Bear Faunus's face, causing the temple guardian to howl in pain as his face began to bleed freely. His grip on Watts loosened as he stumbled backwards clutching his face, droplets of blood splattering the ground beneath his feet.

Knowing that he had only a few moments more to escape as the sounds of more temple guardians arriving filled the adjoining corridors, Watts reached into his dress shirt and took out a fist-sized black sphere device before he stumbled towards the staircase's handrail. Before Bjorn could grab onto him, the enemy agent threw the night-colored orb downwards and then flung himself over, falling towards the distant ground floor below. The black sphere hit the first level of the orphanage, shattering into thousands of glittering dark pieces while black smoke billowed outwards and swiftly formed into a smaller version of the portals Salem created and he dropped into its depths, vanishing from Bjorn's baffled sight. The swirling portal closed just as quickly after scant seconds, leaving no tangible trace whatsoever of its presence behind.

Bjorn felt his mouth drop open despite blood still bleeding from the deep cut across his face, unable to believe what he had just seen. Even after a number of other temple guardians ran up the staircase and secured the immediate area, he was still unable to accept what had actually happened as he slowly turned around to agonizingly stumble the way he had fought through moments ago, not looking forward to telling Sister Rosea and Chiyen that the intruder had escaped.

"DAMN IT!" He punched a nearby wall in frustration, angry at himself and his failure.

The next thing Arthur Watts knew, he slammed hard onto the black marble floor of the chamber outside Salem's throne room. Groaning from the wounds inflicted by the pair of temple guardians, he allowed himself a brief moment's rest before he pushed himself off the ground, standing up and straightened his grey overcoat by brushing away stray bits of wood, glass and plaster all over his affluent clothes.

Despite his considerable injuries from the recent fight, Watts found himself chuckling victoriously as he remembered that he had at least completed the task given to him by Salem in full. What's a few wounds compared to her approval? At least his recent achievements could easily shut Cinder up if the arrogant Fall Maiden wanted to counter his constant barbed taunts against her. He would so take immense pleasure at putting that fire-wielding maiden in her place in front of Salem.

Just as he was adjusting his slightly untidy hair with a comb, another dark portal opened up behind him. The hairs on the back of Watts's neck prickled up, and he spun about and said, "Mistress?"

---

While Amethyst engaged Anansi with the assistance of the three present members of Team SSSN, everyone else were fighting fiercely against the incoming Grimm along with the police officers, Vacuo Rangers and Desert Guards. Gunfire mingled with the roars of various Grimm creatures across the length and breadth of the city square, along with the heroic cries and shouts of the combatants who were throwing everything they had at the invaders.

Weiss used a white glyph in combination with the ice Dust within Myrtenaster to encase two Boarbatusks and two Beowolves in ice, which were then shattered by the weapons Brawnz, Octavia and Roy were wielding, crushing the ice and obliterating the Grimm. Weiss commanded her Knight summon to leap into the air and toss its longsword like a spear which impaled a screeching Nevermore. It fell towards the ground and crashed into a couple of flower beds where it was finished off by a powerful punch from Arma Gigas as it reclaimed its sword.

The Schnee heiress quickly dropped down to avoid a laser blast a Grimm Knight, taking cover behind another warrior statue that was missing his arm and took some breaths to steady herself as the robot menace was taken out by Gwen's dust-powered knives. Giving a nod of thanks to the Team NDGO member, she looked over at the still gaping hole which was created by the Elder Deathworm and she knew that it had to be sealed off in order to stem the near-constant supply of reinforcements that the Grimm were receiving. Weiss also knew that she didn't have long before she was totally drained of aura, so had to get this done quickly. Some of the Shade Academy students had tried to cover it up with earth Dust, but the chaos of the ensuing battle always interrupted their efforts.

All around her, Teams BRNZ and NDGO fought alongside other students from Shade Academy as well as heavily-armored Remnant Knights, police, Vacuo Rangers, Desert Guards, and even a few mercenaries who were in the city when the attack began, to fend off the creatures of Grimm as well as Grimm Knights. Bullets, grenades, shells and sizzling lasers flew in hails through the air, swords and blades slashed through roaring Grimm, dust-infused arrows were fired, daggers and combat knives were stabbed into the dark-furred flesh of the soulless beasts, gleaming axes removed limbs of clawed arms and legs; it was an all-out war in the heart of Vacuo City.

"We're still losing ground in District 31, I repeat, we are still losing ground in District 31!" A Vacuo Ranger sergeant howled into his armored jeep's handset radio while firing his assault rifle one-handed, "District 31 is being overrun the Grimm! We need reinforcements now! Where are the damn airship reinforcements?!" Another ranger manning the heavy machine gun turret at the jeep's top sent shredding bursts of gunfire at the Grimm hordes coming towards the line of fighting defenders, aided by other ranger squads who were throwing out additional gunfire from their weapons.

Weiss turned her attention to the fight atop the courthouse, where Amethyst and the three present members of Team SSSN battled Anansi and his Tarantula Widows, so far managing to hold their own against the Grimm Commander. However, the situation wouldn't turn in their favor if Anansi summoned more Grimm to aid him. Which meant that the best way to achieve that objective would still be to seal up the tunnel.

After firing five cyan projectiles through her glyphs at a trio of charging Bewolves, she switched the blue Dust vial in Myrtenaster's chamber as she ran over to another overturned statue and jumped on its side, shouting at the battling Huntsmen and Huntresses around her, "Everyone! We need to seal up the tunnel before more Grimm come into the city! Anyone who has Earth Dust, help me close it up as quickly as possible! The rest of you all, cover us as much and as long as you can!"

"She's right," Brawnz said as he put his clawed gauntlets through a Creep's head and tearing it into two separate pieces, "Everyone who can help her, get around the giant hole now!"

"And we'll cover you!" Nebula added as she shot down a Vampire that was trying to dive-bomb Weiss, her arrows ripping up its wings into tatters and allowing Weiss to finish it off with a quick and firm stab from her rapier.

After a fresh fusillade of intense gunfire coming from a few squads of Vacuo Rangers which managed to take out the latest horde of Grimm that had just emerged from the tunnel's mouth, Weiss jumped off the statue and ran as fast as she could to the edge of the hole. She was swiftly joined by Octavia and multiple other Dust using students from Shade Academy and even a number of Remnant Knights as well, and they all quickly formed a rough circle around the tunnel opening in the center of the Path of Perseverance.

The heiress rested the tip of Myrtenaster on the broken ground as she collected her remaining energy and aura, getting ready to use the Earth Dust vials within her weapon to seal the tunnel opening while she ordered the Arma Gigas to help protect them. She could feel herself weakening further as the seconds ticked by, and she prayed that she could at least finish the vital task before she finally collapsed due to the fatigue.

"Weiss? You okay there? You look beat." Octavia noted with concern beside her as Weiss took a calming breath before forming a black glyph in front of her, going down the wall of the tunnel to help seal it off amidst the raging battle.

"I'm feeling rather winded, but given how much aura and energy I've poured out thus far in my summons, I should have seen it coming." Weiss remarked as the Arma Gigas swung its longsword in a wide sweeping pattern which quickly decapitated a large number of Grimm before kicking an Ursa that sent it crashing into one of the smaller fountains where a Vacuo Ranger truck finished it off with a barrage of heavy-caliber bullets from its turret.

"Don't worry, I'll get you help if you do collapse." The dagger-wielding girl with brick-red hair mentioned unselfishly as some of the mercenaries joined in covering them

"That's…much appreciated," Weiss nodded back with a small smile.

The Remnant Knights of the Relentless Crusader Knight Legion were the first to begin the sealing process, using their weapons and Semblances to begin forming rocky masses at the bottom of the chasm below them. The students of Shade Academy along with quite a number of adult Huntsmen and Huntresses quickly followed, with many of them shooting Earth Dust-infused bullets below as well to create steadily growing rock formations.

Octavia thrust out her dagger, switching out her usual Fire Dust vial for an Earth one, stabbing it into the ground beneath her and creating a huge jagged form of dense rocks jutting out from the space in front of her, while her teammates helped to protect her and everyone else working on sealing off the tunnel. Around the tunnel's periphery, other squads of Vacuo Rangers and Desert Guards were keeping the beasts at bay with their weapons while their armored vehicles and tanks rained explosive ordnance on the largest concentrations of Grimm in the vicinity.

As Weiss directed her segment of the growing rock formation, she glanced back momentarily at Arma Gigas as she kept gathering her remaining strength. If she was going to have the energy to keep fighting after sealing the tunnel, she would need to conserve her strength. That meant dissipating the Arma Gigas, and while her Summon was invaluable in taking out the larger Grimm beasts, she couldn't keep it going forever since she wasn't as skilled as Winter. But she needed every last bit of energy she could get, and so Weiss held out her hand and rapier out towards her Knight Summon and dispelled it, causing it to fade away and in doing so taking back any remaining energy. It was like receiving a small but noticeable boost of powerful medicine, and she immediately felt slightly stronger than she was before.

Gripping the swept hilt of Myrtenaster, Weiss lifted her head as she decided that it was now or never.

With a cry of great exertion she activated her Semblance and the Earth Dust within her weapon, helping to create more rock masses to help seal off the tunnel. Everyone was working together at once alongside her, and their combined efforts were slowly but surely making the huge gap in the broken ground shrink in size. Any Grimm that managed to make it out onto the surface were immediately killed by the Vacuo Rangers' weapons and frag grenades as they provided covering fire.

Meanwhile, above the courthouse Anansi slammed his spider limbs forward and knocked Amethyst back a few steps before he spun around and saw what Weiss and the others were doing.

"Damn it!" he swore before his eyes shone a brighter red as he reached out as far as he could, taking command of every Grimm creature that was within a mile, "Come to me! Creatures of Grimm! Come!"

The Spring Maiden got up and looked around just in time to witness a cavalry of Grimm charge towards the Path of Perseverance from all directions, including from above in the sky. She quickly launched herself forward, dodged Anansi's spider legs with a well-executed somersault and brought Gembreaker over Anansi's head and up to his neck, pulling him down to her height.

"Call them off, or I'll remove your head." She demanded coldly.

"Only if you surrender yourself to me!" Anansi bargained with a devilish smirk before he suddenly used his spider limbs to haul Amethyst overhead and drop her off the edge of the courthouse's roof. The violet-eyed girl managed to grab onto a protruding roof plate at the last possible moment, and felt herself hang in mid-air above the furious battle taking place below.

Before the spider Grimm Commander could follow up with another attack, Amethyst acted quickly by letting go and using her Maiden powers to create a powerful gust of wind that flew her back up. To others who had witnessed the wondrous sight, she appeared to be floating in mid-air with bright green lights in the shapes of leaves forming around her eyes yet again. She threw out a gloved hand, and another strong gust of wind carrying ]leaves and bits of debris slammed heavily into Anansi, throwing him backwards for some distance across the length of the courthouse's roof. As he landed onto his back, the Grimm Commander was abruptly kicked in the side by Sage who had finished off the Tarantula Widow he had been fighting.

Anansi fell and rolled down the roof before managing to stop his momentum with his arachnid leg, scraping up the rooftop. He looked up to see Neptune severing the front four legs of another of his Tarantula Widow before transforming his weapon into a gun and shoving its barrel into the Spider Grimm's mouth and squeezing the trigger to blast a clean hole through its screeching head. Scarlet, on the other hand, had used his grappling hook to tie up six of the remaining Tarantula Widow's legs, leaving the other two struggling before the pirate-styled redhead set to work cutting off all of its limbs with his cutlass before finishing it off.

The three members of Team SSSN then heard a loud rumbling sound, and they all turned to see huge numbers of Grimm rushing into the battle-torn city square through the main arterial streets and even from descending from the air as well. Team BRNZ, most of Team NDGO, other students from Shade Academy, Vacuo Rangers, Desert Guards and a number of Remnant Knights were all valiantly fighting them off as much as they could, protecting those who were focusing all of their efforts in sealing up the huge Elder Deathworm-created tunnel. In addition, at the city square's far end a large convoy of ranger's tanks and armored vehicles were also hard at work trying to bring down another newly emerged Deathworm that was twisting and smashing its way through a few blocks of collapsed sandstone buildings.

It didn't take a genius to see that if they didn't seal up the tunnel opening fast, the defenders would be surrounded by incredible masses of Grimm in a matter of minutes. After blasting another Tarantula Widow off the courthouse's roof, Neptune spun around to see a trio of Beowolves climb up the statue-covered building and snarl at them, only for Scarlet to shoot it through the head while its fellow lupine Grimm were obliterated shortly by the redhead's teammates.

"Face it," Amethyst shouted without emotion as she and Sage cautiously approached the Spider Grimm Commander with their respective weapons drawn, "You're beaten. Now order your Grimm to stand down or I'll beat you into a pile of broken bones and throw you back into whatever hole spawned you."

"Yeah! What she said!" Sage called out as well, "Don't make this harder than it needs to be!"

"I will do no such thing!" Anansi snapped back as he wiped a blood from recent cut on his cheek from Gembreaker which bled down his face, "I have already ordered the majority of the Grimm already in Vacuo City to make straight for this area. Add to that the fact that Shade Academy, the palace of the Vacuo Council, and the Grand Temple of Vacuo are all under attack as well! The military forces there are holding, but do you think they'll hold out forever?"

The arachnid Grimm Commander smiled cruelly and then added, "So it is you, Maiden, who has to make the choice now; either surrender yourself to me and save all those people down there or watch them and countless innocents die to the Grimm!" He then swept a hand across the conflict-wracked vista as though to drive home his point.

"Fat chance!" Sage retorted defiantly, "That's not happening!"

"Yeah!" Neptune shouted as he fired another light blue bolt of electrical energy at a Beringel that nearly made it to the top of the courthouse, "We'll hold out for as long as it takes! Can you?!"

"Of course! We'll see how long I can-" Anansi was suddenly cut off mid-sentence when one of Amethyst's fire Dust arrows impacted into his lower-left spider leg, catching him off guard as she leapt forward and delivered a perfect roundhouse kick that smashed into the side of the Grimm Commander's face, sending him crashing across the rooftop. Before Anansi could retaliate properly, the violet-haired Spring Maiden used one of her lesser-known Maiden powers by quickly extending her open palm outwards to send several bolts of white lightning slamming into the hybrid, throwing him further backwards towards one of the walls belonging to the building's bell tower and leaving a sizable cracked crater there, "Argh!"

"Whoa! What was that?!" Sage demanded to know. The howling wind was briefly heard for a few seconds, and the intensity of the air around them felt like that of a dangerous thunderstorm. And most peculiar of all was that the aforementioned weather phenomenon disappeared as quickly as it sprung into existence.

"Spring tends to have some stormy weather." Amethyst remarked matter-of-factly before she rushed forward and slammed Gembreaker in its sword form down, severing another pinned spider limb and making Anansi yell shrilly in pain. She then pointed the edge of her purple-colored sword at his bared neck and spat crossly, "I'm going to cut off one of your human arms sooner rather than later unless you call all those Grimm off."

"Never!" Snarling in rage, Anansi stabbed his remaining spider legs into the wall behind him and threw himself abruptly forward to kick Amethyst away before grabbing a nearby chunk of debris which he threw at Neptune's direction. Scarlet dived out of its way while the bluenette boy shot the projectile to bits with his weapon while Sage tried to stab or cut Anansi with his sword. The Grimm Commander managed to scale the bell tower while fending off their attacks, sending a glob of sticky webbing down to trap Amethyst's weapon to the roof's surface. However, it didn't take Sage long to free it by cutting through the webbing with his blade while his other two teammates shot at the rapidly climbing Spider-Grimm human hybrid.

"Guys, the others are in real trouble!" Scarlet called out as he pointed down at surging Grimm hordes made up of Beowolves, Boarbatusks, Ursas, Creeps, Tarantula Widows, King Taijitus, Griffons, Hellhounds and many others which were nearing the hard-pressed defenders.

"Yes you are!" Anansi shouted down from above as he dodged a few blasts from Neptune's gun, "Your friends are going to be overwhelmed by the Grimm and there's nothing you can do about it!"

"What can we do?" Sage asked Amethyst who was looking up to see Anansi sneering down at them.

She took a glance at the incoming Grimm converging on them, and knew it would be a hard fight ahead of them even with her given Maiden powers. Eventually the Spring Maiden said, "We'll-"

"Look!" Neptune cried out and pointed with an outstretched hand.

Sure enough they all turned to see an incandescent beam of green energy blast across the entirety of the main street to the south, obliterating a whole swathe of Grimm and buying some time for the scattered Vacuo Rangers there to regroup and put up a more cohesive defense. When the crackling beam of punishing energy dissipated, it revealed the fighting forms of a girl with orange hair and green eyes as well as a taller armor-plated figure who were destroying Grimm left and right with their own respective weapons of choice.

The new arrivals were none other than Penny and N1CK3L!

"Ha! About time they got back." Scarlet stated as he shot down a Vampire with his flintlock.

"That's not all, others are also coming! Look over there!" Sage shouted as he gestured with his sword at another street to the west, where a light-copy of Crescent Rose slashed easily through a group of Beowolves and a huge barrage of Dust bullets ripped through even more Grimm, rendering them into fading clouds of black dust instantly. More gunfire and cannon fire punched heavily into the Grimm hordes as additional reinforcements comprising of several Vacuo Ranger squads and a few Desert Guard units moved through the streets, steadily making their way into Path of Perseverance.

"Aw yeah, now we're talking!" Neptune cheered as a Creep was sent sailing through the sky via the slam courtesy of Magnhild as Team CFVY, Nora, Ren, and a whole strike force of Vacuo Rangers supported by Desert Guards all entered the scene. Coco, Ren and the rangers all blasted varied Grimm away as much as they could with their respective firearms while Velvet finished off more monsters with her copy of Crescent Rose while hopping and leaping all over the place. Nora smashed away any Grimm monster crossing her path with an enthusiasm normally reserved when she was playing an challenging video game, while Fox and Yatsuhashi made quick work of whatever Grimm they could reach with their expert handling of their individual blades, with burnt orange-haired human hurdling over a Beowolf from behind and slicing it apart with his arm blades.

Like two small islands of calm amidst a of Grimm stampeding through the streets of the embattled city square's southern side, a pair of siblings were hard at work eliminating as many Grimm as possible to prevent the creatures from joining up with the Grimm already harassing the defenders.

Any human or Faunus, no matter how talented or formidable, would have been overwhelmed by the number of Grimm bearing down on them in a matter of seconds. But this particular pair of siblings were not forged from flesh and blood, but from the most advanced robotic and weapon technologies that the Kingdom of Atlas could provide from its military's Special Research Robotics Branch. Which made them quite an impressive pair of powerful fighters, and indispensable when fighting significantly bigger and more numerous opponents in any situation such as the one currently facing them.

Penny jumped over an overturned car in which a pair of exhausted Vacuo Rangers were using as cover, bounding gracefully through the air as her swords shot through the air around her impaling and slicing through various Grimm. With a quick and sharp gesture from her fingers the female android sent the spinning swords tearing through a pack of Beowolves that leapt straight at her with their claws outstretched and jaws wide open, cutting them up like fruit in a blender.

She then used her swords to create a spinning barrier of blades as a shield to block off the attacks coming from the other Beowolves, Boarbatusks, Beringels and Ursas before directing those same swords to impale or cut down any Grimm that came near her. Hearing a piercing screech, Penny somersaulted over a charging Deathstalker which tried to grab hold of her with its pincers and landed on top of its stinger, sending two of her swords to impale the scorpion Grimm before using the rest of her swords to rip it apart into a number of twitching pieces before it faded away.

Hearing another earth-shaking roar she ducked just as a leaping Alpha Saber tried to attack her from behind, and sent two swords punching into its body and then tearing it into two, while her other swords spun this way and that to wipe out the Grimm that were trying to corner her. The mechanical girl evaded another series of clawed slashes from a pair of charging Beowolves, then sent her swords flying ahead of her to impale a number of Boarbatusks and Creeps. Swinging her hands to the left and right, she continued to wipe out scores of Grimm as her swords responded smoothly to her commands by impaling or blasting them to bits and pieces with laser beams.

N1CK3L sprinted alongside his sibling, twin submachine guns blazing away from his gauntlets as he brought down roaring and howling Grimm left and right, sending armor-piercing Dust rounds into their bodies. Since the built-in laser cannons within his arms were still recharging themselves from their recent usage, the enhanced tactical android immediately switched to eliminating Grimm with other weapons that he carried within his heavily modified armor suit. The male combat android spin-kicked a Beowolf so hard it was sent flying into a group of Boarbatusks and Creeps, then riddled them with bullets before spinning around and shooting a Griffon which leaped towards him in the head. He smoothly sidestepped the dying Griffon which crashed onto the debris-strewn street and finished it off with a short burst from his weapons.

He then rolled nimbly underneath a powerful swipe coming from an Ursa, and came up with his submachine guns chattering rounds into its head and chest. As it collapsed he broke into a dashing run once more, shooting down groups of Grimm while dashing towards another Deathstalker. He fired the last rounds within his magazines into a pair of Beowolves blocking his way, dodged the Deathstalker's snapping claws as he ran up a sloping pile of debris while swiftly reloading his weapons with fresh magazines. The Deathstalker tried to hit N1CK3L with its glowing stinger, but missed and instead gave the male android an improvised bridge which he exploited by running across it while gunning down the converging Grimm creatures underneath him. He executed a combat roll just in time to avoid being mauled by another griffon, shot another Ursa in its fanged face with his weapons and then jumped off of the dying Deathstalker in a perfect somersault while firing at both a Beowolf and a Beringel that were trying to reduce him to scrap.

Both androids advanced slowly but steadily down the street, timing their movements with each other as they wielded their own weapons expertly while showing an unparalleled level of synchronization with each other as they shot and sliced any Grimm that crossed their paths. As the 'little brother' of Penny Polendina emptied his submachine guns into one dying Grimm after another, he had already come to an inevitable conclusion that his ammunition reserves were already reaching dangerously low levels and soon he needed to switch back to his close-range laser swords.

To eliminate the near-endless Grimm hordes facing him and Penny completely would require significant heavy firepower, and judging by the rate of their ammunition and power expenditure their chances of success were dwindling by the second. A possible way to turn the tables would be to change to a more easily defended location, but that would leave their allies and the Vacuoan defense forces open to Grimm reinforcements.

Which meant he had to call in additional support in order to achieve that objective.

The male android immediately opened a private communication channel which connected him directly to the main pilot of the Hyperion One which was currently engaged in aerial combat above the city, "Captain Ross, do you read me?"

"I'm pretty busy now, Petty Officer N1CK3L, but I read you loud and clear!" The voice of Robert Ross returned, and judging from his troubled voice the pilot was clearly using all of his piloting skills to keep the airship in Vacuo City's heavily-contested skies.

"I need you to open the blast doors at the Hyperion One's main staging area." N1CK3L requested as calmly as he could, "I urgently require the deployment of my Aile Integrated Armor Pack battle suit."

"Roger that." Ross replied concisely, "But N1CK3L, deployment safety protocol dictates that I-"

"I am well aware of the deployment safety protocol, and I will ensure no excessive damage to allies and the surroundings." The android answered back as he kicked a snarling Beowolf across the street while shooting at a pair of charging Griffons.

"Understood. Deploying Aile Integrated Armor Pack battle suit." The Hyperion One's pilot spoke quickly, "E.T.A. thirty seconds!"

"Acknowledged. Fair winds and fight well, Captain Ross." N1CK3L put his fist into the face of a howling Beowolf before shouting over to his sibling android, "Penny, I require your assistance!"

"No problem, little brother!" Penny replied cheerfully as she shot her swords to impale a huge Creep while slicing through a number of Tarantula Widows and Hellhounds, then swung it bodily around to slam into a lumbering Goliath before obliterating them all with flashing green laser beams, "What can I do to help?"

"I need you to cover me for approximately thirty seconds!" N1CK3L swerved around and shot down a screeching Vampire that got through his sister android's flying swords, "My battle suit has been deployed, I need to interface with it before rendering assistance."

"You can count on me!" Penny grinned as she leapt on top of a mound of rubble and spun her swords in a cartwheeling fashion, deflecting the blobs of acid spat at her by the Tarantula Widows and blasting them with other additional blades which came out of her backpack.

"Thank you, Penny." N1CK3L replied and then made a running leap that took him right over an Ursa while blasting it in the face and neck with his submachine guns, before ejecting and then throwing one of his laser swords which slammed into an Alpha Beowolf that was just about to maul a Ranger to death.

"Now!" He ordered and Penny's swords swept back to form a spinning cylindrical cannon upon her hand gestures, as each sword folds itself up and transforms into a vaguely gun-looking shape. She quickly charged her blades, and with a growing green glow accompanying her movements, unleashing a massive blinding concentrated beam of laser that wiped out a whole swathe of Grimm.

Nodding his head in a gesture of thanks, N1CK3L extended his right gauntlet outwards and fired a grapnel which latched onto one of the taller sandstone buildings down the street. He flew up into the air, firing his submachine gun one-handed at the Grimm that were chasing him, landing on the roof. He swiftly landed and looked up just in time to see Hyperion One nearing in the distance, its lower hangar bay doors already open and the shape of his upgraded battle suit launching from the Mobile Airborne Command Ship amidst tracery salvoes of anti-air cannon, turret and gatling gun fire.

Parkouring over the roofs of the nearby buildings, the combat android then made a bounding leap with his built-in jump boots which took him directly into the path of the flying suit of advanced exoskeleton armor just as it unfurled itself fully to receive him with its thrusters roaring thunderously. Dropping into the open embrace of the newly-deployed battle suit, N1CK3L interfaced with its systems and immediately felt the aforementioned battle suit respond efficiently to his actions, with additional black and grey-colored external armor plates sliding enclosed over his entire armored body while the suit's various powerful state-of-the-art weapons were brought swiftly online through his greatly expanded interface system within the head of the battle suit.

The new battle suit was the result of another project from the Atlesian military's Special Research Robotics Branch which was initially created to build upgraded versions of Atlesian Knights with advanced flight-capabilities. The armor pack sported an overall humanoid-looking design with lithely-designed armor and visible custom modifications not intended for usage with regards to a human or Faunus pilot, while also equipping a winged high-powered thrusters backpack designed to further enhance the enhanced tactical android's already impressive mobility and maneuverability. It was also formidably armed as well, having racks of missiles on each of its four wings which extended from the battle suit's backpack, two shoulder-mounted railgun cannons, two handheld multi-barreled laser rifles and a battery of additional mini-missiles in both of its forearms. While it didn't have the massed firepower of the Mark II Full Armor Defense System that N1CK3L piloted previously, the newly-arrived armor pack was nonetheless something he required to turn the current situation around.

"Aile Integrated Armor Pack Interface complete." The android spoke tonelessly, "Primary and secondary objectives updated. Significant Grimm presence detected. All available weapons and shields online. Executing mission parameters."

N1CK3L spun around acrobatically in mid-air and opened fire with his handheld multi-barreled laser rifles, beams of blue lasers killing dozens of Vampires, Griffons and even a few Nevermore out of the sky by punching multiple holes in their heads, bodies and wings. Dozens of missiles shot out from underneath the wings of his thrusters backpack, taking out whole swathes of Grimm in the sky and on the streets in many waves of roaring, fiery explosions. He blasted a screeching Nevermore in the face with his shoulder-mounted railgun cannons which sent it crashing straight down into a pack of Sabers, and blanketed them with mini-missiles and dozens of scorching azure laser blasts before switching to other targets.

Hovering above the ground on his many thrusters, the enhanced tactical android unleashed every single weapon he had on his battle suit and killed dozens of Grimm with every passing second. He body-slammed heavily into a loudly trumpeting Goliath and sent it smashing across the street to crush a whole pack of Beowolves underneath its huge bulk, then spun around firing at a whole streak of Sabers which vanished in a blizzard of blue laser blasts and splattering the streets with viscous black ichor

Throwing a prompt salute to a cheering Penny and Vacuo Rangers while avoiding buzzing Lancers and swooping Nevermore in the air, N1CK3L let fly again with his missile batteries, railgun cannons and laser rifles and turning hundreds of roaring and screaming beasts into fading clouds of black dust. After dispensing a number of high-explosive cluster bombs from his jetpack, N1CK3L flew speedily down the street past his sister who was currently slicing her way through a few Beowolves, an Ursa and a couple of King Taijitus, making his way towards the huge forms of charging Manticores behind.

He forced more power into his jetpack's engines, smashing into one of the howling Manticores and shoved his laser rifles into the Grimm's mouth and chest before pulling their triggers and blasting several laser holes in it. Arresting his momentum with his other additional thrusters in his arms and legs, N1CK3L leapt backwards just in time to avoid the slashing claws of another Manticore, before firing a cluster of missiles from his forearms and wings to blow it to smithereens. His interface's scanner pinged, and N1CK3L quickly backflipped aerodynamically over the third Manticore's sharp claws and stinger tail, shooting it several times in the head with his laser rifles and finally killed the fourth one with repeated shots from his railgun cannons until it collapsed into a twitching, fading heap.

After firing another barrage of mini-missiles and laser blasts from his weapons, the male combat android flew back to Penny's side and began laying down cover fire against any Grimm that managed to get through the cordon of swords coming from his sibling android and the Vacuo Ranger squads' near-ceaseless gunfire.

"What the hell is happening back there?!" Weiss, who was busy focusing all of her efforts in closing the huge Deathworm tunnel, shouted upon hearing the sounds of intense combat and explosions taking place just several meters away behind the tunnel-sealing group.

"I find it best not to look!" Octavia replied as she concentrated harder on her section of the tunnel, using all of her Earth Dust to make the rock masses of the section she had chosen grow as fast as she could make them.

"Don't worry, Friend Weiss!" Penny's voice came to the Schnee Heiress's ears when the latter dared to turn a head a little and saw the female android drop-kicking a Hellhound while her swords removed the limbs and heads from a couple of Bewolves and Beringels, "N1CK3L and I will make sure none of you will be harmed while performing your important task!"

Weiss's eyes widened a little as she saw the more heavily-armed form of N1CK3L hovering above Penny in his upgraded battle suit, blue beams of lasers flying from his multi-barreled laser rifles while more clusters of missiles shot out from underneath his forearms and from his winged backpack. Despite being significantly smaller than an Atlesian Paladin-290, he was nonetheless wielding weaponry that were much more powerful and destructive than the massive mechanized battle suits, and now the enhanced tactical android was more or less single-handedly holding the entire south side of the city square along with Penny's assistance, and a couple of Vacuo Ranger squads backing them up.

"Thanks Penny!" Weiss called out as she continued to pour more Earth Dust into the growing rock masses which she prayed would prevent the Grimm hordes from coming through the Deathworm-made tunnel, "We are more than halfway done, just buy us a little more time!"

"Understood!" The female android's voice came back to the snow princess through a thunderous cacophony of Grimm sounds and battle-related noises, "My 'little brother' and I will buy you all the time you need!"

The three members from Team SSSN were overjoyed at the fortuitous turn of events, and even in the emotionless state brought on by her Semblance Amethyst looked up to where Anansi had been and asked, "I'm sorry, you're saying?"

She grimaced when she saw the Spider Grimm Commander snarl boldly at her before jumping off the courthouse roof and onto a nearby street where he dashed towards a heavily-damaged section in which the Tarantula Widows there had already removed the manhole and dug a sizable escape tunnel. Fleeing, like all spiders do when something big enough to crush them arrives.

"Oh well, here's a little something to remember me by…" She murmured as she changed Gembreaker into its bow form and fired a flaming arrow at the fleeing Spider Grimm Commander, and watched with some satisfaction as it thudded into his wounded shoulder and hearing a roar of agony in return. The impact also sent Anansi falling over into the deep tunnel and into its depths, which was quickly followed by a few of his Tarantula Widows before the rest were completely exterminated by the converging Vacuo Ranger squads and Shade students.

"Crap, he's gone!" Scarlet cried.

"Come on, we have to chase after him!" Neptune agreed after he pulled his weapon from a dying Beowolf and kicked it off the courthouse roof.

Sage also gave a grunt of agreement, but they all turned look at Amethyst when she spoke up, "No! Let Anansi run like the coward he is. We stopped him from causing more damage to the city, and most of the Grimm are in disarray since he isn't around to give orders. That's good enough of a victory and we can always catch him another time." She told them as she ceased the usage of her Semblance. While Amethyst knew she had significantly more aura reserves due to her status as the Spring Maiden, she also knew that overuse of a Semblance was never a good thing especially when it comes to certain Semblances like her own.

The three boys looked to the purple-haired Maiden, who went on to quietly add, "Besides, there's no way we can properly track him down there in those tunnels even if we make it down there through all those Grimm. What's more important right now is that we help our friends."

Amethsyt gave them a small smile, but from the slight slump of her shoulders and her somewhat blank facial expression they could tell that something was clearly bothering her.

"Are you all right?" Neptune inquired as he tilted his head to one side.

"I'm fine. It's been a while since I used my Semblance that long. While it sure comes in handy during certain situations, I'm really not fond of my Semblance." She told them in a dour tone before brightening up a bit, "Alright, enough about me. Let's go kill some more Grimm!"

"Right behind you!" Neptune quipped while Scarlet and Sage both grinned as they readied their weapons.

With that Amethyst, Neptune, Sage and Scarlet all jumped into the fray once more. The bluenette landed trident first atop a Beowolf while Scarlet began to glide overhead until he used his grappling hook to tie the mouth of a King Taijitu's black head shut and allowing Penny to sever the entire head with a pair of her swords in a single stroke.

Amethyst landed easily and made use of her wind powers to help Sage land safely as well, but at his request she threw him sword-first into an Ursa which he cleaved downwards from head to groin, and finished off another pair of howling Beowolves with a return horizontal slash.

The Spring Maiden smirked as she swung Gembreaker out in its sword form, bisecting a number of Grimm beasts before she slammed it into the ground and allowed her Maiden powers to fully activate. She reached deep into the ground below her, using the incredible powers bestowed upon her to take control of the plant roots within the earth and coaxed them to grow at an immensely exponential speed in order to assist her in battle.

With a loud shout coming from Amethyst huge thick roots burst out of the cracked roads and tripped up numerous charging Grimm, even entangling several of them and making the soulless beasts ample targets for the combatants defending Shade. More thorny branches of bushes grew outwards from the broken street surface, jabbing and stabbing into the Grimm creatures on the main street, injuring them as well as immobilizing them piecemeal, further scattering them and weakened for the various fighters to finish off separately.

The violet-haired girl even took advantage of the roots with spiky thorns on them by turning the into a series of natural turrets with smooth gestures of her hands, and made them shoot hailstorms of thorns at the Grimm hordes moving around them so fast that several of those creatures were torn apart entirely, reduced to clouds of fading dust within seconds. Furthermore, she also controlled the growing roots and having them rise up quickly to take hold of various Grimm before smashing them forcefully into the cracked ground or into the sides of buildings to flatten them, while others she simply commanded the roots to gradually constrict themselves around the captured Grimm until they were completely crushed by the thick roots.

A short distance away, Nebula, Dew and Gwen were all fighting in their own ways against the remaining Grimm while protecting Weiss, Octavia and other Shade Academy students witnessed the Spring Maiden making use of her tremendous powers with stunned astonishment written large on their own faces.

"I-is she…?" Dew began before Weiss answered for her.

"Yes, she's a Maiden too."

"Which one?" Gwen asked with wide brown eyes.

"The Maiden of Spring, obviously!" Came the Schnee heiress's tense reply.

Great whistling gusts of wind rustled around Amethyst, lifting her violet hair up as the leaf-shaped lights around her eyes continued to glow brightly, and she commanded the violent drafts of air to force down the airborne Grimm or smash them into other hordes of Grimm, which took out quite a number of them and allowing the squads of Remnant Knights to swarm and finish them off with their blades and guns.

Meanwhile, Anansi watched from the top of a nearby office building a number of streets away with disbelief at the sheer power exhibited by the Spring Maiden after making his escape through the underground tunnels below the streets. The Spider Grimm Commander's personal scroll began to ring, but he ignored it as he faced the undeniable reality that the Grimm were slowly but surely being decimated.

"No! They…they're ruining everything!" He cried out in undisguised rage as he grabbed the scroll from his coat's inner pocket and answered it.

"Yo, spider-freak!" Mercury's voice sounded in his ears.

Anansi took a deep breath before he barked, "What do you want? I'm rather busy at the moment!"

"We're getting our butts kicked back here at the academy, most of the Grimm are gone or dead and the Red Fang troops are scattered. We need back up, as much as you can give us!" The silver-haired assassin demanded over the riotous sounds of gunfire and blades clashing in the background of the scroll conversation, "If you have something big saved up, time to bust it out now!"

Anansi looked at the rapidly shrinking tunnel which was more than two-thirds covered by the steadily growing mounds of rock masses generated by the sizable sealing team and an idea formed in his head, "Ugh, fine! I could use the distraction anyway!"

The Spider Grimm Commander quickly ended the call, his fist almost cracking the scroll as he shook with rage. Extending both of his hands outwards as though to give a great oration, his faintly glowing red eyes began to shine bright crimson once more as he called out to the Grimm beast he wanted to unleash.

"Time to come out, my winged beast! Come out and reignite their fear!" He ordered while stretching his powers to their limits, "Kill them all and eat your fill!"

The words barely left Anansi's lips when all of a sudden, a deafening roar erupted from deep underground and within the blackened depths of the mostly sealed tunnel opening. The terrible noise emanating from the huge Deathworm-made tunnel swept outwards as though it was an invisible wave, making almost everyone present clap their hands over their ears as the deathly sound of the incoming Grimm beast's roar spread throughout the Path of Perseverance city square like the pressure wave of a massive explosion.

Quite a number of Vacuoan Huntsmen and Huntress, as well as Shade Academy students and Vacuo Rangers were stopped in their tracks, and even a few members of the sealing team nearly fainted from the sheer impact of the Grimm's roar and their exhaustion. It seemed that the Remnant Knights present were the least affected due to them being fully clad in armor suits, and they valiantly continued fighting once they managed to recover from the roar's effects, while Penny and N1CK3L being androids probably shut off their audio receptors temporarily when the booming sound hit them.

"Woah, what the heck was that?" Nora wondered as she and Ren came alongside May's position, the bouncy hammer-wielder smacking away an incoming Creep as though it was a golf ball.

"I think I remember hearing a recording that roar in Professor Port's Grimm Studies class." Ren said quietly, "And it's not good!"

"Well, what is it?" May asked as she looked towards the mostly-obstructed tunnel entrance where the Grimm was presumably emerging from.

Suddenly, an absolutely massive Grimm Manticore smashed its way through the almost sealed-off underground tunnel and ripped its way forcefully through the newly-formed rock formations and shot up into the sky, carried aloft by huge black wings with at least a hundred-meter combined wingspan. Its huge head, which resembled a white lion, was protected by a hardened mask of bone decorated with a blood-colored symbol with a baleful eye on its forehead. The mask ended at the snout with two fang-like structures hanging downwards in front of its mouth which were filled with dozens of sharp, crushing teeth and two more bull-like horns jutted out of its head, looking sharp enough to gore several people straight through with minimal effort. Bony spikes jutted out of its back, elbow and knee joints, large white ribs covered almost the entirety of its muscular chest, while other bits of bony armor emerged from underneath its black fur on other parts of its vast body. The end of its armor-plated tail was a dark red stinger resembling that of a giant-sized Deathstalker and was mostly protected by supplementary thick bone plating, and its head had an enormous crown-like mane of bone spikes that could easily allow it to cause massive amounts of destruction, having already helped the terrible beast smash its way effortlessly out of the nearly sealed tunnel.

The fact that it was about ten times the size of a normal Manticore didn't help things in the slightest.

If there was ever an textbook example of an Alpha Manticore, the newly emerged Grimm would be it. But it was no mere, Alpha, this was an Elder Grimm, named The Sphinx by Salem herself.

"Holy shit." That was all Fox could say as the monstrous Grimm which hovered over the before flying over to the top of the courthouse and let out a bellowing roar, eight normal Manticore Grimm flying to its call.

"Don't let it deter you! Keep sealing the hole before more Grimm come through!" One of the Remnant Knight Cavaliers shouted as she kept pouring earth Dust back into the damaged sections of the Deathworm tunnel to seal it up once more, "The others will handle fighting the Manticore!"

Anansi sighed and muttered to himself, "As much as I would like to see you crush them all, it seems that Callows and the rest need your help."

He then mentally commanded it to fly towards Shade Academy, and the alpha Manticore did so without protest, ignoring the spread of gunfire from Coco's minigun and Nora's grenades. The Vauco Ranger squads and Desert Guard rapid-response units also fired their weapons as well, but if the Sphinx and its underlings simply weaved through their fusillades as it shot towards the direction of the Huntsman Academy in the distance.

Weiss watched the beasts fly away and with one final, loud cry of strenuous effort she exhausted the earth Dust vials within the hilt of Myrtenaster and refilled a substantial portion of what the Sphinx had just torn though mere moments ago. The other students and Remnant Knights quickly reinforced the now fully-covered tunnel entrance with yet more hardened rock formations, probably until they were reliably sure that nothing could get through the rock masses covering the opening.

She felt a wave of pained exhaustion hit her and nearly fell backwards, only to be caught by Sergeant Diyo of the Vacuo Rangers, "Easy there, Miss Schnee. Are you okay?"

"I'm just tired and a little dizzy, but I'm sure it will pass, sir." Weiss said as she managed to steady herself.

Diyo helped the white-haired heiress over to a broken slab of concrete nearby, "Okay, you rest here while I warn the military forces in the vicinity of Shade Academy that they have trouble coming their way!"

Weiss gave him a grateful nod and he jogged towards the nearest Vacuo Ranger armored jeep, snatching up the radio communicator there and started shouting out his warning. Once Diyo left Ren, Nora, Penny and Neptune ran over to her while Team CFVY, N1CK3L, Amethyst, Sage and Scarlet continued with their efforts in helping to reduce the numbers of Grimm.

"Are you all right, Weiss? That looked quite draining." Ren remarked.

"I'm slightly exhausted, but I think I've done my part in resealing the tunnel." Weiss told them before pushing herself up and brushed off the dust from her combat dress, "But we have got to go after those Manticores!"

"I concur, Friend Weiss!" Penny agreed as she kept watch on the huge Manticore flying away, "According to my calculations, it appears that the newly-arrived Manticore and it's subordinates are on a direct course for Shade Academy!"

"The defense forces of the academy are still fighting the Grimm and Red Fang agents in its vicinity." N1CK3L added as he looked at them all through the blue visor of his battle suit's armored helmet, "They would not be able to mount a proper counter-attack on the Alpha Grimm Manticore."

"Then what are we waiting for? Let's get to it!" Coco declared, "Can anyone get the Vacuo Rangers to lend us one of their fancy transport jeeps?"

"I'm sure we can catch a ride on one if we asked politely." Ren voiced quietly.

"What about defending this place?" Neptune asked everyone present, "There's still a lot of Grimm."

"Don't worry!" Nebula mentioned as she joined them, "My team, Team BRNZ, and others will hold the line here and finish securing the city square!"

"Just don't let anything happen to our academy!" Brawnz cried out from a short distance away as he grabbed a Beowolf and clawed its head off.

"No problem, thanks guys!" Neptune shouted as he helped Weiss up, before she began running with Team CFVY, Ren, Nora, Scarlet and Sage to leave the Path of Perseverance, while Octavia and the rest of the sealing team got back to work sealing up the scattered smaller tunnels that have sprung up around the entire area now that the main tunnel hole had been properly sealed.

Amethyst shook her head and sighed, "Oh well, I might as well pitch in where the fighting is thickest!" before she used her Maiden powers to along with them as fast as the wind itself, and the remaining Grimm she cut down along the way didn't even know what hit them.

After dispatching some more Grimm, Penny looked to N1CK3L who was hovering above her with his battle suit's thrusters and said, "N1CK3L, I believe I should go with my fellow members of Team Beacon and help them destroy the Alpha Manticore…"

"I understand." The heavily-armored combat android answered as he fought on by releasing the firepower of his multi-barreled laser rifles on a group of Beowolves which were trying to outflank a squad of unsuspecting Vacuo Rangers, "However, according to my scanners there are still several other areas within Vacuo City that were still under attack by the Grimm as well, and since we are the closest in the vicinity we can provide assistance to those hard-pressed defenders there."

"You have a valid point there, little brother." Penny mentioned as she blasted a number of Grimm Lancers out of the air with the gun-form of her swords, "While my friends are important to me, I still need to help others whenever and wherever I can!"

"I am gratified that you understand." N1CK3L landed on the shoulders of an Ursa and shot it several times with his guns, then turning around and blasted a leaping Saber into fading dust with his railgun cannons.

Penny nodded in his direction before she stabbed her swords out and impaled dozens of Grimm in the process, saving some struggling law-enforcement officers and Vacuo Rangers, "And besides, if there's any pair that can help defend this city square, it's us."

N1CK3L looked down at his sibling and gave her a small smile, not that she could see since he was still wearing his external helmet, and said, "Come sister, let us show them what we are capable of."

And with that said, the two androids unleashed a devastating display of power against any Grimm that came at them while Weiss, Amethyst, Nora, Ren, Neptune, Sage, Scarlet and team CFVY all sprinted for the main street leading away from the city square towards Shade Academy with the Alpha Manticore flying off in the distance.

As the group ran past Sergeant Diyo who threw the radio communicator over to a ranger corporal, Coco shouted, "Sergeant, we need to get back to Shade Academy! Do you have any spare vehicles that can carry all of us?"

Meeting the looks of the group of Huntsmen and Huntresses, he pointed to a sizable Vacuo Ranger transport truck parked at the far end of the street, "You all can take that one, now get going!"

"Thanks a lot!" Neptune shouted back as they ran for the transport vehicle before he realized something, "Wait, what if the truck doesn't have its keys?"

"Don't worry about that, I know how to hot-wire a vehicle," Amethyst mentioned as they all stared at her. "What? I was a rebel when I was a kid."

They all piled into the transport truck and sure enough the Spring Maiden managed to put credence to her words, bringing the engine operational within seconds without the need for the ignition key.

"Thanks, Amethyst! All right everyone, hang tight!" Coco warned as she stamped on the accelerator and making the transport truck shoot forward at high speeds onto the rubble and debris-choked streets of Vacuo City, "Because this is going to be one bumpy ride!"

"Yeah, you don't have to tell us!" Neptune replied as he gripped onto the overhead handle while trying desperately not to throw up as the group's commandeered vehicle roared its way back to the huntsman academy.

"What about Penny and N1CK3L?" Velvet asked her fellow team members, "They're still fighting back there!"

"They will probably join us later," Yatsuhashi answered, "Right now we need to regroup with the others, and find a way to bring down that thing."

---

Thanks to the chaos wreaked by the Sphinx, no one witnessed Anansi making his getaway. He leaped across buildings and made his way through the deserted streets, doing his best to stay hidden before he heard a feminine voice calling his name to get his attention when he jumped across one of the darkened alleyways.

"Anansi!" A voice that was obviously that of Thorn Branch yelled weakly.

He looked around for a moment before he spotted the teleporter limping down the alleyway towards him as he lowered himself into the rubbish-filled back lane. As Thorn stumbled out of the shadows, Anansi could see that she looked as though she had been thoroughly mauled by a pack of Beowolves, and her right arm was completely gone below its elbow. Thorn had managed to tie a rough bandage around her missing limb, but blood had already soaked through the material and was dripping in a line of small droplets behind her. Furthermore, he noticed that Thorn's left eye also looked badly damaged.

"Anansi…" Thorn moaned while clutching her arm, clearly in excruciating pain.

The aforementioned Grimm Commander crawled down the side of the sandstone building before jumping off and landing in front of her, saying, "I take it you didn't manage to get the powers of the Summer Maiden?"

She grimaced and lifted her bleeding stump where her right arm had once been before angrily retorting, "You sure have wonderful powers of observation Anansi, so what do you think?!"

"You're not the only one who failed." He shook his head in disappointment before he showed her the severed ends of two of his four arachnid legs and the marks where the Spring Maiden's lightning blasts had hit him, in addition to hundreds of tiny small cuts inflicted by her sharpened grass blades, "I've been more or less soundly defeated as well."

"And who did all of that to you?" Thorn asked as she leaned against the nearest graffiti-covered wall.

"You know that purple-haired girl fighting alongside Team Beacon? It turns out she's the Spring Maiden." Anansi revealed quietly.

"What?! Two of them?!" Thorn cried out, her pain momentarily forgotten.

"Yeah, and she's quite the fighter. No matter how much punishment I dished out against her, she still bounced back! By the way, what the hell happened to you?" He inquired.

"What do you think?" Thorn groaned as she felt more of her blood spatter her clothes, "I tried to lure the Summer Maiden into a trap, but instead she distracted me while the Remnant Knight who was with Team Beacon took out all of the Red Fang agents hidden in the colosseum. He attacked me when I was fighting with the Summer Maiden, and manage to prevent me from getting close to her. I manage to put up one hell of a fight and I very nearly obtained her power. I was so close to absorbing them, and then the Knight fired some kind of special bullet from his gun that killed the Grimm parasite and then he chopped off my arm! And then, the Summer Maiden punched me in the face with her flaming fist, and now I can't see out of my left eye!"

Anansi noticeably winced at Thorn's explanation but said nothing, knowing that she had been soundly defeated.

"If I ever see them again, I'll cut off the Knight's head with that fancy sword of his and burn that bitch alive with her own Maiden powers once I have them!" She ranted furiously.

"That's an idea I can get behind, but right now I think it's best we make ourselves scarce. Do you still have enough energy to use your Semblance?" Anansi asked cautiously, "Because the streets are now filled with Rangers and police, so I don't think we can escape without being noticed."

"I have just enough for a few jumps. Anything more and I'll pass out." Thorn grunted, "And before I found you I managed to get in touch with Ante…he and his Enforcers lost the Aura Crystal to Team Beacon as well as one of their men."

"Damn." Anansi muttered as he shook his head again, "Then I hope Watts managed to accomplish his task...let's hope this day wasn't a total loss."

"With the sneak attack on Atlas, I highly doubt it." Thorn told him as Anansi reached out with his arms to support her, "But I'm dreading having to face Salem when we get back, since you know as well as I do what happens to those who fail her."

"You and me both, but we will cross that bridge when we get to it. Now let's get out of here before someone spots us." Anansi agreed as his human hand grabbed hold of Thorn's remaining left hand and they swiftly teleported away to meet up with Ante.

---

After hitting a button on a nearby switch panel for the fire-suppression sprinklers to activate and extinguish the flames spreading through the half-ruined classroom, Blake guided Ilia through the thickening grey smoke out into the hallway, water slowly pooling out into the corridor behind them.

'At least no one's come running to investigate', Blake thought to herself, since there would be a thousand other more pressing matters taking place outside of Shade to occupy their attention than a fire in a classroom.

"Ilia, tell me what they did to you. And please start from the very beginning so I know exactly what happened." Blake said gently as she delicately held the hand of a blushing Ilia and guided her over to a nearby wall where she knelt down beside the sitting Fusion Faunus.

Ilia wiped away her tears with the back of her fingerless gloves and said, "After you left, Adam nearly shut himself off. He became even more withdrawn and colder, more distant than I have ever seen. He would spend most of his time in the Chapter's planning room, training room and his quarters; and spoke as little as possible. When he joined up with Cinder Fall without a fight it honestly surprised me and the rest of the Chapter, but we didn't dare speak up, not without risking our lives."

She took a breath, wrapped her arms around herself and continued, "I guess…I was someone close to him since Adam made me one of his lieutenants. He trained with me often, doing everything to make me stronger, faster, harder, and…more willing to kill than incapacitate. He confronted me about the death of my parents and how both of our families had been taken from us by humans. I eventually became one of his top fighters, but I was always uncertain about working with Cinder and her followers."

Blake gave her friend a concerned look and slowly asked, "Ilia…did Adam…do anything to you? Did…he try to take advantage of you?"

The Cat Faunus feared the answer. She remembered the glimpsed looks of jealousy Ilia had when she and Adam had been together and it was highly possible Adam had noticed it as well. Given his monstrous actions after he took control of the White Fang, Blake wouldn't put it past him to do something bad to Ilia after Blake had left him and the Fang behind.

"Uh, no. Not at all." The Cheetah-Chameleon Fusion Faunus replied, "Adam was pretty strictly action; planning raids and attacks, training hard and going through fighting and weapon drills with those under his command after your disappearance. He didn't have time for anything else. A few girls tried to make moves on him but…well, let's just say he was never interested. I think he was too obsessed with you. Why do you ask?" She inquired curiously.

Blake absently touched the scar on her midriff that Adam had given her during the Fall of Beacon and slowly said, "Ilia, I will be honest with you…my relationship with Adam wasn't exactly a loving one. Everyone I dared to talk about it with called it flat-out abusive." She removed her hand and showed Ilia the scar on her midriff where Adam had stabbed her that night, causing Ilia's grey eyes to widen slightly, "Both he and I thought you had feelings for him, but from what you said earlier I suppose that wasn't the case?"

"No, it wasn't." Ilia whispered, "When I saw you two together…I was jealous, but not of you. I was jealous of him."

The Faunus member of Team RWBY felt her eyes widen as the realization sank in.

"Y-you mean…?"

"Yes Blake. I…I was in love with you, and a part of me still is." Ilia confessed before looking away, "Back then, I wanted you to look at me the way you looked at Adam. But all of your attention was focused on him so I guess you didn't notice my feelings."

Blake was stunned, speechless. She honestly didn't know how to respond to this revelation, even though the hints had been already there all those encounters in the past. She thought back to all the times she and Ilia had trained and sparred together, which often would see her friend sometimes get flustered but Blake mistakenly thought it was simply of Ilia's own feelings for Adam, which were actually non-existent as it turned out.

The feline ninja briefly mused on the number of people who were in love with her or had loved her at some point; Yang, Sun, Ilia, Adam…and possibly others she didn't know about.

She remembered a somewhat awkward conversation she had with Aunt Kali a long time ago, when she was beginning to blossom from a girl into a woman. Her lovely aunt had talked about how many boys tried courting her and Blake's mother when they were younger, with even some women also falling for them, but their hearts eventually belonged only to their chosen mates. There was even one particular time Uncle Ghira had to physically knock a few persistent would-be suitors out to make it clear that Kali wasn't interested in their advances. Was there some reason Belladonna women attracted so many people from both genders?

And most of all, did she really deserve all that romantic attention?

Blake knew that she'd have to speak about this with her Aunt Kali once she had the chance.

"I…I guess you're not into that." Ilia spoke up, her voice cutting through the Cat Faunus's thoughts.

"Well, not exactly." Blake told her quietly, "Let's just say I have an unusual relationship."

"What are you talking about?" The unmasked Fusion Faunus questioned her, "You're with that monkey boy Wukong right?"

Blake swallowed hard as she briefly averted her eyes, wondering whether she should let Ilia know about her complicated relationship. But she knew and trusted Ilia to an extent, and knew that her friend was possibly fed with lies into serving with the Red Fang along with many others who escaped with Hui when Adam's White Fang fell, and so her friend deserved the truth.

"Actually…there's more." The Belladonna girl eventually spoke.

Ilia gave her an slightly inquisitive look before she put the pieces together, "Wait…don't tell me, you're with that Xiao Long girl as well? Your partner?"

Blake gave a timid nod, and Ilia's eyes widened considerably. The two Faunus sat in silence within the empty, darkened hallway looking at each other as she gave time for her friend to process what she had learned. Echoes of a battle reverberated from the long hallways, but neither Blake or Ilia was in any immediate danger at the moment so neither one elected to investigate.

"I'm so, so sorry I never realized how you felt, Ilia. I can't believe I never saw it." Blake told her remorsefully. "Now I know what Jaune feels like."

Ilia gave her a questioning look at the mention of the Arc son, but said nothing.

It was a long moment before Ilia spoke again, and it was barely above a whisper, "It's…it's okay Blake. I understand you had a lot on your mind. Maybe if I had been brave enough to confess to you when I had the chance or ran away with you when you left the White Fang, things would have been different."

Blake got up and walked over to place a hand on Ilia's shoulder and gently turned her around, "Ilia, what happened to you? How did you get the traits of not one, but two different Faunus? How are your powers enhanced so much?"

Ilia clutched at herself for a moment before elaborating, "Adam was in league with Salem, and they needed volunteers for an experiment to create stronger warriors. Something that would give the White Fang a greater advantage in the war on humans. He chose me, forcing me to volunteer for the Fusion Faunus project. I was taken with other chosen White Fang agents to a secret lab of sorts where the scientists working on the project genetically modified those of us selected with the DNA of other animals, and because of my Semblance they gave me the DNA of a Chameleon to further enhance my Semblance, and I'm one of the lucky ones..."

"What does that mean?" Blake asked nervously, fearing where this would go. To her it sounded suspiciously like something out of a horror novel.

"While most of us survived with new abilities and feature, others…didn't make it. The Fusion Faunus project even expanded to humans…that's why Tyrian has a scorpion tail." Ilia revealed, hesitantly.

"Well, that explains that, but are you all right? Those people didn't hurt you, did they?" Blake inquired as she looked at Ilia carefully.

"Not really, but it took a while to properly get used to these enhanced abilities. Ilia told her before asking, "So…what do we do now?"

Blake quietly considered for a few moments and then suggested, "I think I can help you. Surrender yourself and come with me, and I'll personally vouch for you, so will my friends. We can convince Headmistress Luna, Ozpin, General Ironwood, and the others to let you go free, especially if you help us by telling us everything you know about the Red Fang, Salem and the rest of her forces."

"That sounds good, but Salem and her followers would definitely find me and kill me for betraying them. They're brutal, deceptive and deadly. Remember Sister Trifa?" Ilia mentioned softly.

"Of course I do." Blake said with a nod. She and Trifa, a Spider Monkey Faunus, had been somewhat good friends before she abandoned the White Fang. She had also noticed Trifa's absence from the battle at the White Fang headquarters in Vacuo when it fell several months earlier. Blake noticed the troubled look on Ilia's face and whispered cautiously, "Oh no…what happened to her?"

"They…decided to emphasize the 'spider' in 'spider monkey', and so they injected spider DNA into her. She hated what she had done to her and revealed to me privately that she was sent to spy on Adam by Sienna Khan and she was going to expose his dealings with Salem's forces, but I was too afraid to help. She tried to escape, but she was caught by that psycho monster Callows and he…he…made an example out of her, of what would happen to us if we betray Salem." Ilia struggled to say before she buried her face I her hands and cried.

Tears formed in Blake's eyes. Ilia didn't need to say anymore because Blake's mind automatically filled in the blanks: Trifa was dead.

"Ilia, I'm so sorry to hear that. I should have persuaded you to leave the White Fang with me. I should've done more-" Blake was abruptly cut off when a pair of slightly larger Grimm Knights suddenly smashed through the nearest window, coming to land on the floor of the hall.

Both of the Faunus girls looked to them in surprise as both robots turned their visors towards Blake and aimed their weapons at her.

"Ilia, call them off." Blake told her nervously as she gripped the hilt of Gambol Shroud.

"I can't, they don't answer to me!" Ilia cried before they opened fire on Blake, who used a shadow clone to distract them and jumped out of the way of their laser blasts. She ducked low, sprinting out of the classroom and down the hallway to another part of the school, Ilia close behind her as the Grimm Knights stalked after them, their weapons throwing out bullets and lasers.

"Get out your whip so I can thaw it!" Blake told Ilia as she exchanged the Dust vials in her weapon's chamber to a red one before sending a bit of it at her friend who held out her frozen weapon which was quickly thawed. They came to a stop shortly on the second level of a large indoor courtyard with a large platform hugging the wall and going over the yard to the other side of the room. A pair of curved staircases connected the second floor to the first on either side, with other hallways heading from the courtyard at the end of those same stairways. Tall stone statues of ancient Faunus warriors stood in alcoves set in the walls around them with steel plaques bearing their names and deeds.

"Those robots shouldn't be hard to take down, my friends and I have destroyed plenty of them." Blake remarked.

"But some of these are upgraded models with thicker armor and dangerous weaponry!" Ilia informed her.

"Then we'll just have to fight smarter." The Black Cat Faunus said as the robotic duo sped into the huge room, targeted Blake and started firing again. Blake dived for the cover of the nearest wall while Ilia jumped in front of her friend and used her whip to block the shots.

One of the upgraded Grimm Knights promptly ceased firing and flew straight at Ilia, grabbing her and taking her down to the first floor, where it then tossed the Fusion Faunus into a column supporting the walkway. She slammed heavily into the pillar and thudded to the ground, her aura flickering as a chunk of it was consumed to protect her.

"Ilia!" Blake shouted before she was forced to defend herself from the heavy weapons fire of the second Grimm Knight which turned in her direction. She evaded its laser blasts before jumping up and using her sword and the red Dust vial within it to send a wave of scorching fire at the robot. It dodged to the side and avoided the wave of flames, red laser beams chasing Blake across the inner courtyard until a few blasts managed to hit her and her figure crumpled to the ground.

The Grimm Knight paused when Blake's shadow clone faded away and it spun around to search for the real target with its advanced sensors. That was when the real Blake leaped off the nearest wall and somersaulted in mid-air, transforming Gambol Shroud into its pistol form and landed on the Grimm Knight's shoulders. She jammed the pistol into a small opening she saw at the back of the robot's head and pulled the trigger repeatedly, riddling its head with bullets. The Grimm Knight tried to throw her off but Blake held on, unloading more rounds from her pistol and kicked off of the ruined robot which was knocked into the far wall, its head a sparking mess as it crashed to the ground in a twitching heap.

Down below, Ilia pushed herself up as she looked up just in time to see the other Grimm Knight activate its wrist-rockets, aiming them at her. The Fusion Faunus leapt out of the way as the first fired and blew a huge chunk out of the column, which caused the walkway it was supporting to sink down a bit. She performed a couple of combat rolls as the second and third rocket blew more chunks of sandstone out of the walls behind her, showering the Fusion Faunus with bits of rubble.

The Red Fang agent quickly snapped her whip around the hand of the Grimm Knight and with as much physical strength as she could manage, yanked it off the ground and threw it into the wall beneath the walkway. What she didn't expected was that the Grimm Knight reached out and grabbed her hair as it flew by and took her with it, yanking her off her feet with a shocked yelp.

lia crashed onto the rubble-strewn floor of the courtyard with the Grimm Knight, and she forced herself to crawl away as fast as she could from the recovering robot. It didn't give her the chance to do so, gripping her ankle in one gauntlet and pulled her closer until it could hold her down with one steely hand, while aiming the other rocket-loaded arm up at the compromised walkway above, ready to sacrifice itself to deal with the traitorous girl. Ilia cried out as she tried futilely to reach for her weapon which was out of her reach, but the robot's grip was unyielding.

All of a sudden, her savior, Blake, jumped down from the second level and slammed her boot into the head of the Grimm Knight just before its internal system executed the firing protocol. In a split second she severed the robot's hand with a quick slash and pulled her out of the way as the rocket exploded above them, blowing out the segment of the walkway in a deafening explosion and causing the heavy chunks of rubble to rain down, crushing the Grimm Knight underneath them.

Both Faunus girls laid on the dust-covered floor of the courtyard, taking in deep breaths and glancing at each other. Ilia checked herself over, her hands rapidly touching her face as though making sure she wasn't suffering from a cracked skull or concussion.

"You okay, Ilia?" Blake croaked out between deep breaths.

"I…I'm fine. I think…I'm fine." Her friend stammered out, until she heard the grinding sounds of another machine and looked up to see its source. "Blake, look out!" She cried.

Both Blake and Ilia rolled in separate directions just as a third Grimm Knight crashed down from above, cracking the courtyard ground below it. Ilia got to her feet just as an arm came hammering out, clipping the side of her head and sending her crashing to the ground with a painful thud. Blake opened fire again at the robot, but it simply blocked most of the shots with its armor-plated forearms and charged, slamming into Blake and knocking her away.

The Grimm Knight aimed a rocket down at Blake, intending to finish her off, only for Ilia to let out a furious scream as she attacked with her whip. Tears flowed from her grey eyes as she slammed her whip as hard as she could at the Grimm Knight, the electrical Dust within her weapon empowering it greatly as she ripped off its rocket-loaded arm and then the other before a swift, sharp swipe of the whip tore off its head.

With a pained sob, Ilia's threw her whip into it once more and removed the Grimm Knight's torso from its legs and groin area, rendering it into a loose collection of parts. She kicked the squawking head and it bounced across the courtyard, shedding bits of wire and computer chips as it clattered away.

The Fusion Faunus allowed the whip to fall from her hands as her body was racked with sobs of anger and sadness, as Blake forced herself up and ran over to Ilia to hug her and do her best to soothe her friend. A friend she had neglected for too long.

"It's all right, Ilia. It's all right. We're okay." Blake promised gently as she rubbed the back of her old friend.

Ilia didn't resist and she returned the hug, letting out two years' worth of loneliness, frustration, and sadness pour out of her.

Blake kept hugging her weeping friend as she looked up to see outside the tall windows along the nearest wall, where she could witness what was happening at the main courtyard and entrance of Shade Academy. The battle outside had greatly subsided, but she could still spot Yang and Sun fighting their respective opponents. Here and there Vacuo Rangers fought with withdrawing Red Fang troopers, while the few remaining Remnant Knights and professors were fighting off more Grimm Knights.

Meanwhile, outside, Mercury and Yang traded furious blows while avoiding each other's punches and kicks. The blows they threw at each other were so powerful, their movements so rapid that the Vacuo Rangers and Red Fang agents watching could barely keep up. None of them dared to intrude into the battle between the silvery gray-haired young man and the yellow-blonde bombshell either for fear of getting seriously hurt or killed in the process.

Yang boosted herself towards Mercury and launched a number of charged jabs and punches towards him which he blocked and returned with a low leg sweep which she jumped over in time. Cinder's disciple attacked with spinning back fist which Yang countered easily, before she lashed out with a right hook and jab in return. Mercury blocked her blows with his forearms and threw out a left hook which she ducked and chucked a haymaker right back at him which Mercury dodged easily.

After countering each other's spinning back fist by blocking those same blows, Mercury tried to hit Yang with a palm strike but she skillfully deflected it and snapped his face back with a sudden right hook. She then fired off another jab with her robotic arm while Mercury immediately shoots off a front kick to force Yang away from him. The charged blows exchanged between them sent both fighters backward, which they both quickly stabilized through a sharply-executed backflip.

Mercury rushed in and managed to land a good kick on Yang's stomach when she threw an overhead punch which knocked her back a few steps, then he let out a cry of exertion as he leapt up and fired multiple Dust orbs at Yang as she tried to recover, following it up with a rapid succession of front kicks, side-kicks, and a fancy roundhouse kick that landed with Yang down to the concrete pavement on her front despite her blocks and jabs. The gray-eyed teen then flipped over and landed on her back, one of his mechanical feet stomping brawler's blonde head further into the pavement, her aura flickering slightly from the impact.

"Ha! No matter how hard you train, blondie, I'm always going to come out on top of you in the end." Mercury taunted mockingly, "See, I can even make better puns than you! What do you have to say now?"

He felt Yang lift her head up and she retorted in a quiet but menacing voice, "Get your filthy boot off my hair."

Before Mercury could stomp on her head again, Yang's eyes flashed and turned red as her hair began to glow bright yellow as she suddenly shot up, throwing Mercury off her back before she pivoted around and dodged his return kicks. The blonde brawler subsequently blocked Mercury's downward axe kick and managed to grab hold of his extended leg, which she exploited by setting about slamming him into the cracked concrete ground multiple times as if he were a ragdoll before physically throwing him across the courtyard and into some bushes.

"Ugh, crap…" Mercury moaned as he pushed himself up, ignoring the annoying scratches the bush had given him when he landed among them. He quickly began firing at a sprinting Yang with his boot guns again, but the blonde brawler avoided most of them, and the ones that did hit her only fed her Semblance even more, giving her more energy to finish him off. He looked over to see Sun about to defeat Hui, having taken out any and all Red Fang thugs left in the area with his considerable martial art skills. The Monkey Faunus could very well be just as big of a problem to him as Yang was.

Yang was about to throw a devastating punch into him when she suddenly shot at by a couple of charging Red Fang thugs wielding guns and blades, which she blocked with her metal robotic hand. She snarled and shot forward into them, punching the first sword-wielding masked thug in the face before sweeping his legs out and kicking at the legs of the female one behind him, finishing her off with another painful punch.

Not questioning how he got a handful of seconds as a sort of lucky break, Mercury made use of it by sliding behind the cover of a nearby statue and took out his scroll. He quickly brought up Anansi who answered at the last ring, "Yo, spider-freak!"

"What do you want? I'm rather busy at the moment!" The winded voice of the Spider Grimm Commander snapped back.

"We're getting our butts kicked back here at the academy, and with most of the Grimm gone or dead and the Red Fang troops are scattered. We need back up, as much as you can give us!" Mercury demanded as he stood up preparing to face Yang again, and witnessed her going through the Red Fang agents like hot knife through butter, "If you have something big saved up, time to bust it out now!"

"Ugh, fine! I could use the distraction anyway!" Anansi's exasperated voice came again before ending the call abruptly.

A screaming Red Fang thug was thrown unceremoniously towards Mercury who sidestepped just in time to avoid being hit. He saw Yang cracking her knuckles on both her flesh and metal hands, and sneered at her, "Now you've done it, bimbo. My backup's coming, and I don't think you gonna like it."

"Really? Then I'll just have to finish you off before it gets here!" Yang answered as she began running at Mercury with a charged boost courtesy of her dual range shot gauntlets, the latter also propelling himself forward with a rocket boost from his own boots before jumping high up into the air and coming down on her.

Mercury's robotic leg and Yang's robotic arm slammed together, both firing off Dust rounds at once, creating a sizable and powerful shockwave which went out in all directions. Combatants of both sides were either sent staggering or knocked off their feet completely as the shockwave impacted heavily into them.

Sun took note of the clash the split-second before it happened and created a pair of clones with his Semblance and sent them running towards Hui who was beaten and winded from the long battle, with him following close behind his doppelgangers. The Monkey Faunus and his clones all landed flying kicks on the Red Fang commander, managing to knock him into the air where he was hit by the shockwave and blown into the solid outer wall surrounding Shade Academy. Before he could hit the ground, one of Sun's clones smashed into him so hard it forced Hui back up where another clone spin-kicked him down the wall where the real Sun slammed the staff form of Ruyi Bang and Jingu Bang into chainsaw-wielding commander's back, bringing him down to the ground, defeated.

"Man, I wished someone managed to catch what I just did on camera." Sun mused to himself as he shot Yang a thumbs-up which she returned and promptly went back to fighting Mercury again.

As Blake and Ilia watched the other battles unfold, the latter commented quietly, "Wow, your… uh, lovers are really good fighters."

"They are, and I'm lucky to have them in my life." Blake replied with a small smile on her face, but she noticed her facial expression simply made Ilia hang her head, "Oh, I'm so sorry…I didn't mean anything by it."

"It's okay, Blake. I understand that you've already made your choice." Ilia told her while giving Blake a sad smile, "It's so weird, I've been waiting to confront you ever since you left me, Adam and the White Fang behind, to make you understand my pain…but I think you already understand pain well enough."

Blake nodded but said nothing in reply, and then she asked, "So, Ilia…have you considered what my offer? It's not much of a deal, but I vow to do my best to help you."

Ilia's shoulders slumped and she shook her brown-haired head with a sigh, "I don't think I can get away scot-free, even with your word, Blake. And there's no guarantee the authorities won't throw me in a cell and use forceful interrogation methods on me to draw out information about the Red Fang. But there's a way I can avoid that, and that's by going back with them when the Red Fang retreat from Vacuo City. I'll stay with them and help you by sending you information whenever I can about what they're planning."

Blake felt her eyes widen again in surprise as she almost cried out, "No Ilia! That's too dangerous! If they catch you spying on them or even suspect you're secretly working for us…"

"I know the risks Blake. I know what these people are capable of, but if I can help you prevent something like this…" Ilia gestured to the battle-scarred city outside and continued, "…from happening again then it will be worth it. I'll be as careful as I can. I promise you, Blake…I will make things right. It's like you said, I've been making some bad choices in my life, so I think it's about time to correct them."

Blake wanted to object, to tell Ilia to find a place to hide until the battle blows over where she could bring her friend to the rest of Team Beacon where they would speak with the authorities to find some way to protect Ilia and keep her safe. But she also knew that she couldn't pass up the opportunity to have an inside agent within Salem's faction, and if they could get information on the Grimm Queen's operations it would allow them or the Kingdoms' military forces to dismantle them completely.

Blake sighed and nodded, "Okay. How will we get in touch?"

Her friend produced her scroll and waved it a little, "Remember that private channel we both used back in the White Fang? I still use it. Give me your number, and we'll use that to communicate."

"Are you really sure about this? I'm putting my trust in you, Ilia…you won't turn against me and betray us all to Salem as part of some elaborate revenge scheme right?" Blake's hand tightened on Ilia's arm as she pressed her question.

"No! I would never do something like that!" Ilia replied, her voice clearly a bit hurt, "Why would you even think that?"

"I'm sorry, I was out of line. It just pays to be careful these days. But if you change your mind and want to get away, then contact me and I'll do everything in my power to help you, and Razor's new White Fang would accept you with open arms." Blake told the Fusion Faunus girl, the bond between them mended at last.

"I…I'd like that." Ilia said, "Oh, and before we part ways…I believe I should tell you this: another one of Salem's agents is here in secret. His name is Watts and from what I've heard he's after some information regarding the locations of some ancient relics that Salem wants."

"That doesn't sound good," Blake considered thoughtfully at the information, before a thunderous and mighty roar that sounded strangely like that of a Grimm Sphinx could be heard in the distance, and it was getting louder, "And neither does that! Where's-"

Before she could finish her sentence, she and Ilia saw the fiercely fighting figures of Qrow and Tyrian crashing outwards from one of the larger windows from the upper levels of Shade Academy, raining glass shards below as they both dropped onto the raging battlefield below.

---

The battle between Qrow and Tyrian had moved out of the library and all through the empty hallways of the school. Now both combatants had ended up in the main entry hall again and both of them were considerably tired, their aura draining from the exhausting fight.

Avoiding yet another blurring swipe from Reaper with a backflip, Tyrian landed in a crouch some meters away with his pincers blade having slashed up the marble floor to stop himself from sliding.

"I gotta hand it to you Branwen! This is the best fight I've had in ages!" The scorpion-human hybrid assassin hollered.

"I have to admit it has been some time since I've faced someone as challenging as you." Qrow declared as he steadied himself, still holding Reaper in its sword form, "The battle outside the academy won't last much longer since your associates have all been routed from the main gates. By the end of the day the gangs and Red Fang troops you've been working with will be retreating and Vacuo will still be standing. Face it, Callows…you didn't get what you want." The dusty old crow finished with a small smirk gracing his lips.

"Who said that wasn't the whole plan? I'm merely playing my role in it." Tyrian chuckled as he stood up and shrugged a little, his gauntlet-clad hands on either side, "What you've discovered is only a tiny fraction of my goddess's plans, Branwen."

"Skip the theatrics, Callows." Qrow snarled, "I know the attack on Vacuo City is merely to sow chaos and confusion so that you and your buddies could infiltrate Shade to attack the Summer Maiden with help from your little spy Cedric."

"Bravo! Magnificent! Wonderful!" Tyrian clapped mockingly as he smiled at Qrow, "It looks like you got it all figured out in that big smart brain of yours! Well, most of it anyway…the gangs and Red Fang agents attacking Vacuo City are simply just plastic soldiers and pawns for my goddess to use as she wishes. I'm just an assassin who gets certain…things done for her."

"If you know what's good for you." The veteran Huntsman growled, "Then you better stay the hell away from Ruby and Yang."

"I'm afraid that's not possible." The psychotic assassin sneered, "Her grace had given me a list of targets to retrieve, and I intend to do so until you come along and interrupted my efforts. One does not upset the Dark Queen of Grimm."

"Well, then I hope you don't mind I throw a wrench in your Queen's plans." Qrow said as he watched Tyrian carefully for any sudden movements, "Because I'm not intending to let you out of my sight."

"Oh please, Branwen. Do you not think my associates and I have other plans in motion?" Tyrian looked thoughtful for a brief moment, "Thwarting this one doesn't mean the others won't succeed!"

"That's what the Remnant Knights are good at." The avian Huntsman retorted, "And I'd say that my own specialty is to be at places where people like you don't want me to be."

"Ha! You've been a thorn on my goddess's side for far too long, Branwen!" The insane assassin chortled as he shifted his stance a little, which Qrow also carefully did, "Since I can't capture Miss Rose, I'll claim your head as an alternate gift, and perhaps that will please my goddess!"

"Then why don't you come here and claim it, Callows?" Qrow brought Reaper into a guard stance.

"You poor, deluded fool." Tyrian snarked, "You have no idea what Salem has in mind once she gets the all of Maiden powers and the Relics, do you?"

"You tell me." Qrow growled.

"Oh, Branwen…" Tyrian smirked as he crouched and his scorpion tail cocked itself threateningly once more, "…you will never know."

Qrow suddenly surged forward and swung Reaper outwards, which Tyrian ducked sharply away from. The Branwen brother then whirled around, avoiding the curved stab of the assassin's scorpion tail before slamming his weapon down on Tyrian, who ducked out of the way in the nick of time and resulting in Reaper's blade cracking the tiled floor of the hallway.

Qrow spun around again, his swing parried by one of Callows's wrist blades before he stood on one leg and twirled about, aiming to kick Tyrian in the face. However, the scorpion-tailed assassin ducked under the sweeping kick and slid behind Qrow, moving to jab his pincers into the surviving Branwen's seemingly exposed back, but he managed to parry it with the body of Reaper.

Once more Qrow slashed with Reaper while Tyrian dodged or deflected before the insane murderer quickly counterattacked with his tail's stinger. The shapeshifting Huntsman had to block the incoming stabs several times before slashing at Tyrian twice which missed due to the assassin's agility. After exchanging several more blows with each other, Qrow threw out more attacks which Tyrian dodged, blocked a fancy sword strike with his tail and then leapt to the side. Their blades met yet again as they try to get past each other's defenses, metallic clashes echoing throughout the hallway, until Qrow manage to block the latest blow from Tyrian's stinger that nearly opened a fatal wound in his throat.

After the last clash which propelled both fighters away from each other, Qrow leapt into the air and curled himself into a spinning ball with his sword held out as he descended, only for Tyrian to block the mighty attack by crossing both of his wrist-blades in front of him. A shockwave of power resulting from the powerful clash of their weapons caused a number of hallway artifacts to be knocked off their pedestals and crash onto the ground, before hitting a table with a glass cabinet holding some old trophies which cut it cleanly in half and spilling its prized contents all over the tiled floor to join the scattered glass shards already there.

The two fighters faced each other down, small sparks flying from their weapons as they strained against each other. Qrow's feet landed on the floor as he grimaced at Tyrian's psychotic-looking face, forcing Reaper's blade downwards with more strength as though he wanted to cut Salem's assassin in half.

Tyrian frowned at Qrow's display of power while the experienced Huntsman gave a cocky smirk of his own, the two fighters straining against each other the whole time while the blades of their respective weapons scraped against each other. Tyrian looked up at Qrow and grinned, asking, "Aren't you forgetting something?"

He cocked his gloves and fired the hidden double-barrelled machine guns within his wrist blades, shooting at Qrow who swiftly leapt backwards back off of him. Tyrian tracks the spinning figure of his opponent through the air until he hit the ground a couple of meters away down the hallway, shooting many rounds at Qrow who continued to deflect every shot while twirling his weapon in ways that seemed almost impossible for a sword user.

Laughing madly, Tyrian dashed around Qrow in a circle while blasting away at him continuously. The alcoholic did his best to deflect the shots before running forward, twirling his sword in various directions to protect himself from getting shot by Salem's assassin. Wayward rounds ricocheted off the sandstone walls and tiled floor, breaking part windows into glittering shards and spraying dust into the air around them. He jumped right at Tyrian, who instantly leaned back almost to avoid getting cut in half by Qrow while having a maniac look on his mug. Quicker than an eye-blink, he flipped himself over onto his back where he struck out at Ozpin's agent, power-kicking him in the gut and sent him skidding back a few meters away with his red aura flickering slightly.

Tyrian shot forward but Qrow met him head on, their blades meeting yet again in a sparking crash. The two fighters surged against one another with snarls on their faces, struggling for dominance of the fight. After exchanging a few more blows and counters, they began running and clashing with each other so quickly that anyone who witnessed their fight would have found it impossible to keep track of their rapid movements.

Tyrian leapt over Qrow to avoid being cut harmfully before he slammed his stinger out which Qrow managed to deflect before it impacted on his face. The assassin then dashed right at him and tried once more to gut the Huntsman, but failed as the latter expertly parried the incoming slice attack and ducked under Tyrian's spin kick before swinging out at the wrist-blade wielding assassin who dropped flat to the ground to avoid Qrow's attacks once more.

Both men jumped at the same time, Qrow passing narrowly over Tyrian who seized his chance and loosened a few shots away at his opponent. The rounds impacted harmlessly on Qrow's aura, and he fired Reaper's shotgun function at the hybrid creep but Tyrian simply curled up and rolled towards Qrow while evading his other shots. The alcoholic Huntsman quickly sidestepped as Tyrian's stinger tail shot out again, nearly hitting his face, instead going over his shoulder. Before Qrow could do anything else he felt the length of Tyrian's tail come back and wrap around his arm, nearly forcing him off balance, yanked Reaper out of his hand and sent the collapsible scythe flying.

Reaper shot across the length of the main entrance's plaza until it stabbed itself into the wall some distance away. Qrow growled a little as he rubbed his wrist before shooting Tyrian an intense glare.

Tyrian came up, laughing like a hooligan, "No weapon, Branwen! What are you going to do now-" He began before both combatants heard a weapon shot go off. Tyrian's scorpion tail responded reflexively and blocked the shot, and the insane hybrid man turned his head just in time to see Yang standing outside of the open great main doors of Shade Academy, the Ember Celia on her right arm smoking.

Before Tyrian could say or do anything Qrow punched him right in the face.

The assassin clutched at his face and cried out in pain. Qrow shot Yang a quick thankful look and struck again at Tyrian's surprised face, knocking him a few steps. His adversary was further driven back by the veteran Huntsman who followed up with a right uppercut and multiple punches in the face and chest before a brutal kick to the gut sent Tyrian flying across the width of the hall and smashing into the opposite wall, leaving a deep impression and spraying chips of pulverized sandstone.

Qrow coolly gave a scoff as Tyrian remains crouched on the ground, snarling in pain from his recent blows. He casually walked over to the recovering Tyrian, but reached out with his left arm to reclaim Reaper. As Qrow grabbed it Tyrian suddenly gave a smirk as he swung himself around and attacked, aiming to cut his wrist blades deep into Qrow's legs. Clearly prepared for such an attack, his opponent leapt and landed upon his weapon in a crouch. Their eyes met for a momentary second once more.

Pulling a lever within his weapon's handle, Qrow transformed Reaper into its huge scythe form and used its extended shotgun barrels to blast Tyrian away. The enemy assassin pulled back quickly as the changed weapon got dangerously close to him just as Qrow pulled the trigger, firing a pair of blasts.

The Fusion Faunus slid across the floor until he stabbed his pincer blades into the ground away, leaving deep claw marks. He looked up just as Qrow was sent flying overhead by the recoil of his weapon and landed atop the handrails of the second floor overlooking the main plaza, balancing himself on one hand.

Snarling, Tyrian launched himself upwards and cut through the metal rails, forcing Qrow to leap off the rail he was using as a support, where he managed to block Tyrian's attempt to plunge the left pincer blades into his face after deflecting the right one. The pincer blades scraped across the steel of Reaper's own blade before Qrow pressed forward to throw Tyrian off, who jumped into the air and handed on the weakened handrail, which sunk a little under his weight.

Seeing his chance Qrow quickly swung Reaper back in its sword form to cut through the rafters underneath the handrail Tyrian was standing one-legged on, but failed to ruin the assassin's balance and avoided a series of rapid slashes from his wrist blades. Tyrian then launched himself at Qrow once more, but the avian Huntsman bounded over the disturbed assassin's newest attempt to gut him. Tyrian jumped over a nearby broken storage door as Qrow sent it flying towards him with a kick, smashing through a second one before he opened fire with his arm-mounted weapons once more, blazing rounds away at Qrow who spun Reaper in a circular fashion rapidly to protect himself.

Tyrian ran out of the closet and corkscrewed upwards and came down atop Qrow's weapon, right hand first, the pincer blades there gripping the weapon before he jumped off and narrowly avoided his opponent slashing Reaper across the back, but sent him flying with a swing. Tyrian soon came back cutting and slashing, Qrow retaliating as quickly as he could until Tyrian ducked underneath his guard and delivered a number of powerful strikes with his wrist blades until Qrow manage to interpose his blade between him and Tyrian again.

The two men pressed their weapons together again, grunting and snarling, neither one giving in to the other. Qrow's eyes darted over at a large damaged window some distance away that looked like it was about to break and got an idea.

Kicking out and slipping Reaper away from Tyrian's wrist blades, he ducked as the right pincer slammed forward and sprinted towards the broken window. A snarling Tyrian jumped straight at him boots first, but Qrow turned at the last moment and caught one of his enemy's boots with his free hand, keeping a tight grip and using the sadistic individual's momentum to spin him around and threw a screeching Tyrian smashing through the window and out into the courtyard. However, he hadn't noticed that Tyrian had wrapped his tail around Qrow's wrist, so he was jerked out of the building's second floor and onto the hard ground below.

They both landed amidst a shower of broken glass and Tyrian's tail whacked Qrow right in the face, sending him flying and the bouncing across the length of the courtyard. The experienced Huntsman quickly flung Reaper which lands with its blade embedded in the ground and maneuvered himself expertly to perch atop it. Red flickers of damaged aura move over his body before vanishing.

"Uncle Qrow!" Yang called out, dropping the beaten Mercury while Sun kicked a disorientated Hui's legs out from under him with a sweeping kick, before using his staff to whack the Red Fang commander in the head twice. Both of the blonde teens, upon seeing Qrow fighting Tyrian alone, grew very concerned as they saw how weary Qrow was and how low his aura had to be.

"ARGH!" Tyrian screamed as he shot towards Qrow, purple flickers moving over his own body which spoke of the punishment Qrow dished out against him. Qrow, filled with determination, launched himself at his enemy and the two men clashed yet again. Their blades met before Tyrian brought up his boot and kicked Qrow in the right shoulder. Qrow tumbled back but recovered swiftly and blocked the stinger of Tyrian's tail, trading blow after blow with Tyrian before pressing against each other one more time with a clash that sent more hot sparks flying.

"Uncle Qrow!" Yang cried as she broke into a run, leaving the momentarily defeated Mercury behind her.

"Stay back! Don't come any closer!" Qrow shouted warningly before he slammed his head into Tyrian's and then attempted to cut off the assassin's lower limbs, but the Fusion Faunus hopped over the slash and tried to use his stinger again which Qrow speedily parried.

Qrow deflected another stinger strike before Tyrian suddenly jumped up and kicked him in the chest with both feet, knocking him down. The surviving Branwen twin rolled to his feet in time to avoid being stabbed in the eyes by Tyrian's wicked blades, but when he threw out a horizontal slice he briefly overextended and left his guard open. He hurriedly tried to bring his guard back up, but wasn't fast enough to avoid Tyrian's poisonous tail which stabbed into his abdomen.

Qrow cried in pain as Tyrian laughed in triumph, only to be hit with a double shot in the back from Yang's Ember Celia on both of her arms. His purple eyes flicked to look at Yang once more, fleetingly distracted from Qrow who brought up his weapon again.

Seeing his opponent distracted, Qrow seized the opportunity and swung Reaper, severing the stinger from Tyrian's tail and kicking him in the face which sent Tyrian reeling and screaming while his stinger bounced across the courtyard, spurting purple liquid out.

"AARRGGHHH! NOOOO! AAAHHHHRRGGGHHH!" Tyrian screamed in pain as he stumbled a few steps more away from Qrow, hollering impotently as his tail flicked in the air for many seconds.

Yang, meanwhile, ran over to her uncle, putting her hands underneath his free arm to help him up.

"Are you all right?" She asked.

"Shit. It hurts like hell, his tail is probably poisoned…" Qrow managed to say before Tyrian's got their attention.

"BRANWEN!" He screamed angrily as he whirled to face Qrow and Yang, "I'll make you pay, you son of a bitch!"

"You're lucky I just cut off your tail instead of something else." Qrow remarked as Tyrian seethed furiously.

"Ooohh, for this insult, I swear I'll make you watch as my goddess rips the soul out of that pathetic little silver-eyed bitch and crushes her body into a bloody smear!" The demented assassin threatened as he stumbled a few steps forward, provoking Yang's purple eyes to light up with red even more.

She brought up her gauntlet-clad fists, "You want to say that threat to my face again, you bastard?"

"You mark my words! You'll die horribly too!" Tyrian screeched but Qrow simply put a restraining hand on Yang's shoulder.

"Let him scream his empty threats, firecracker. He can't do anything to us now. Not if he wants to get out of this place alive."

That was when everyone heard an echoing roar and looked over to see a massive Grimm Sphinx flying towards Shade Academy in all of its terrible glory. Several combatants fighting scattered battles around the main plaza stopped abruptly in their fights when they saw the incoming Grimm.

"Uncle Qrow…is that a…?" Yang tried to ask as Sun ran over to them, having abandoned the defeated Hui.

"Sphinx? Oh yeah." Qrow managed to say through the pain spreading from his abdomen wound before he heard Tyrian's mocking laughter again.

"Ahahahaha! Ahahaha! HA!" Tyrian spat who looked over to the recovering Mercury who stood up again, "So, you call in the big guns, Robo Legs?"

"You know it, I guess when Anansi sends backup he really doesn't fool around!" Cinder's grey-haired disciple said with a smirk.

Inside Shade, Ilia and Blake both watched the flying Grimm Sphinx through the windows in horror, but Ilia slowly realized what she should do.

"Blake?" Ilia said, causing her crush and close friend to look at her, "I'm sorry for everything…and…and I forgive you."

"Ilia, if this is goodbye…I'm sorry I abandoned you," Blake apologized and took Ilia's hand, squeezing it gently, "But you have my word that I will do whatever I can to fight back against the Red Fang and make sure that you won't be left behind again."

"I know, Blake. I'll keep in touch. Now, do you mind putting on a bit of a show so I can escape?" Ilia spoke as she put on her Red Fang mask again and Blake nodded, before the Fusion Faunus used her whip weapon to smash open the already damaged windows of the interior courtyard and jumped outside. She swiftly left Blake behind, who fired a couple of shots out of the ruined windows behind her friend to give anyone watching an impression that she was in pursuit of Ilia.

Ilia ran over to Hui and helped him up, "Are you all right? Oum, you're heavy!" She grunted in effort.

"No, I'm not. Must have some busted ribs." The chainsaw-wielding masked Faunus managed to speak with some effort.

Ilia nodded and shouted, "Callows! We need to go before we're surrounded! I just saw more Vacuo Ranger and Vacuo Defense Force troopers making for this location!"

Mercury looked back at her, but Tyrian was murmuring to himself in a whisper, "She'll forgive you..."

"Callows!" Mercury shouted.

The assassin turned and confirmed by saying, "Oh yes, my dear…I think we've had enough for one day. See ya, assholes!"

"No one's leaving!" Spear Dancer shouted as she and Steel Punch, who had been among the Relentless Crusaders who stayed behind to protect the school, finished off the remaining Grimm Knights and Grimm creatures before running over to join Qrow, Yang, and Sun, with Blake jumping out of another broken window from the upper levels and running over to join them.

"Really? What's more important to stop? The battered, beaten criminals or the giant monster Grimm about to wreck this city even further?" Tyrian spoke condescendingly as droplets of purple fluid leaked from the severed end of his tail.

The pair of knights glanced at each other before they heard a loud crash followed by a deafening roar as the Sphinx landed on the main road facing Shade Academy. Soon it was followed by crashing and screeching sounds, accompanied by gunfire and autocannon shots as the Vacuo Rangers and Desert Guards fighting outside opening fire at it.

"I'll leave you to play with our friend then. Bye bye!" Tyrian sneered before running for it, with Mercury snarling.

"Next time, blondie!" at Yang before following him with Ilia and some remaining Red Fang thugs helping the beaten and wounded Hui out. To hamper any pursuit they tossed smoke grenades and cracked off shots from their guns as they exited through the hole in the perimeter wall created by Anansi's Deathworm. Before she vanished through the hole, Ilia turned back and looked at Blake one last time, their eyes meeting for a brief moment before she turned and ran off, with some of the Vacuo Rangers hurriedly giving chase after them.

"So what are we going to do about that thing? We're already exhausted and half-drained of aura!" Sun complained as they witnessed the Sphinx shrug off bullets and shells fired at it by the Vacuo Rangers and Desert Guards, while sending screaming troopers and damaged vehicles flying through the air with every swipe of its claws and tail.

"We still have a chance to beat it!" Yang declared as she looked to one of the remaining Shade Academy professors, "Hey! My uncle is badly hurt, and probably poisoned! Get him to a medic now!"

The teacher, a somewhat old, but burly looking man with sandy hair, dark skin and some tribal tattoos on his face and forearms nodded and allowed Qrow to lean on his shoulder, "I'll get him to the infirmary immediately, let's go sir."

"Yang! Don't try to fight that thing!" Qrow called out to his niece as he was slowly led away.

"I'll me okay, Uncle Qrow! Trust me, kicking Grimm ass is in my blood!" She shouted back at him before turning to run with Blake, Sun, and the Remnant Knights present to battle the monster.

Qrow wanted to protest, but knew it was no use trying to stop her, so he groaned in pain from the burning poison within his body and muttered, "Go get 'im, kids." He then looked to the professor carrying him and grunted, "Now get me to a medic before this poison kills me!"

In the meantime, Yang, Blake, Sun and the Knights ran towards the massive Sphinx as its left foreleg crushed an armored jeep while it spat a flaming fireball which hit the road's surface in a sizable explosion and scattering a squad of Vacuo Rangers who screamed as their uniforms caught fire. The other half of Team RWBY unleashed their weapon fire at it, swiftly followed up by Dust shots coming from the customized weapons of the Remnant Knights.

"Are you okay?" Yang asked her partner as she shot round after round from Ember Celia.

"I'm fine! Just a bit winded. You?" Blake inquired.

"I'm peachy! So what happened between you and that Red Fang girl?" Yang asked as the three teammates took cover in an alleyway as the Sphinx picked up a crushed Vacuo Ranger jeep in its mouth and flung it down the street, forcing the rangers and Remnant Knights there to get clear. And not a moment too soon as the hunk of wreckage impacted onto another car and caused a sizable explosion to blossom into the air as its fuel tanks were ruptured.

"Yeah, it didn't look like either of you came out on top." Sun added as he put a concerned hand on Blake's shoulder to make sure she was all right, "Looked like she had a personal grudge against you. Anything to tell us?"

"I'll tell you later. Right now, we have to stop that thing!" Blake pointed to the Grimm Sphinx as Yang lifted up a compartment on her prosthetic arm, revealing a small red button.

"I'm with you on that Blakey!" The blonde fighter gave her a bright smile.

"Busting out the heavy artillery?" Sun asked, "About time!"

Yang smirked, "Oh yeah, I've been waiting to use this feature again!"

They were interrupted when they felt the temperature in the area rise significantly, and turned to see the Sphinx unleash a roasting column of red and orange fire which ripped up the pavement before it and moved across the street into one of the buildings on the opposite end, creating a huge gash in it while also causing part of the upper levels to crumble down with a loud crash. Then it shot its head forward to direct the scorching wave of flames at the parked Vacuo Ranger trucks and armored jeeps at the main entrance of Shade Academy which were firing their turrets endlessly at it, blowing a number of them up in a fiery explosion and turning more than a couple of turning a couple of unfortunate Vacuo Rangers into screaming, failing torches.

The Sphinx's flame blast died down and the Grimm beast stepped back for a moment, growling as if winded.

"Now!" Blake shouted as she and the others ran out, she and Sun firing Gambol Shroud and Ruyi Bang and Jingu Bang respectively while Yang fired her left Ember Celia at the Sphinx, aided by the Remnant Knights, Vacuo Rangers and Desert Guards who were there.

The Sphinx roared loudly as it was being hit nearly on all sides, but its thick bone plate took the bulk of the damage before Yang, Blake and Sun manage to get close to it under the covering fire put up by their allies.

Yang leapt upwards, aiming her open robotic hand at the Grimm creature and fired, sending a small but powerful rocket straight into the Manticore's face which detonated in a spectacular explosion. It let out a shrill roar of pain as Yang landed and sent its snake tail to fight Ruby's elder sister while it tried to use its clawed feet to stamp on Blake and Sun who were using their weapons to shoot the monster's vulnerable underbelly.

Ducking behind a ruined transport truck, Sun called out to Yang, "I don't think it worked this time!"

"Give it time!" Yang answered before the Manticore flapped its wings and lifted off the ground, the forces of its beating wings blowing some of the fighters below off their feet as it took off into the air and came down atop one of the nearby buildings, dislodging some of the statues there which fell onto the streets below.

Yang, Blake and Sun all looked up at the enormous Grimm, seeing that its bone mask was badly cracked and one of its right side mane spikes have been completely sheared off by the explosive force of Yang's rocket.

"At least you managed to hurt it." Blake mused as they ran to the other end of the street to get behind more protective cover, while the Vacuo Rangers and Desert Guards continued shooting at the Grimm from whatever cover they were hiding behind.

"And that's not all you managed to do…" Sun voiced as the Sphinx let out another furious roar as it flew off the ruined building and flew straight at them, "You've pissed it off too!"

They all ran out of the way as it swooped down, the left side of its bony mane tearing open the sides of the building at the end of the street as it spat fireballs at the fleeing trio.

Blake, Yang and Sun ran through the storm of flames, falling rubble and flying dirt until the Monkey Faunus saw a half-opened entrance not far ahead of them, possibly that of a residential building. "There! Ahead of us!" He shouted as he pointed and ran even faster, Blake and Yang both sprinting hard alongside him as hot flames chased after them.

Sun slammed through the ajar doors, falling onto his back with Blake landing forwards atop his muscled chest and knocking the breath out of him. Then he was crushed further into the dusty floor as Yang landed forwards onto her partners back, making him temporarily unable to breath as he had two lovely ladies pressing atop him rather comically. He honestly didn't know whether he should laugh or make a joke in the current situation, and lightheartedly decided that if he was going to die, it might as well be with two beautiful girls that he loved.

"Ow." He managed to say as Yang forced herself up, followed by Blake with an apologetic look and a bit of flushed cheeks on her face while the Remnant Knights and Vacuo Rangers continued fighting the Sphinx, diverting its attention away from them. A couple of Desert Guards armed with missile launchers took aim from across the street, and fired their weapons at the Grimm creature which either dodged or smashed the rockets aside as it spat more fireballs in return.

"I hope the others are doing all right." Blake mused as she stood up and offered Sun a helping hand which he accepted and pulled him to his feet.

"Yeah, because we're definitely gonna need their help to beat that Grimm." The Monkey Faunus agreed as they watched the huge Grimm creature smash its way through the top of another high-rise building.

---

Luna had been hurriedly escorted by a team of elite bodyguards through the city to the Council's Citadel after exchanging a few more words with both Fire Walker and Wind Runner about where their fellow Remnant Knights would be able to make the most amount of difference. While she doesn't have any authority over them, Luna hoped that the Remnant Knights present would at least hold off the attacking Grimm and Red Fang alongside what forces present until further reinforcements from the Vacuo Ranger Headquarters and Desert Guard's fortress arrive to push the enemy forces back.

Behind sandbagged barricades mounted with heavy machine guns and autocannons manned by squads of Vacuo Rangers, a curved marble staircase extending from the main hall led to the war room, which was a cavernous and thickly armored chamber within the citadel which had history dating back to Remnant's Great Wars. According to historical accounts, back then the leaders of Vacuo met the Vale King in the very same chamber when they planned together how to fight back against the Atlas-Mistral forces, which made it one of the most important and heavily-protected buildings within the capital beside the Grand Temple and it sister buildings.

Luna looked down at the glowing hologram of the capital city and its surroundings being displayed in front of her eyes, taking in as many details as possible.

Around the huge holographic table, the entire war room was filled with many officers from the Vacuo Rangers, Desert Guards, police, computer system operators and attendants from virtually every single branch of government in Vacuo. There was also a smartly-dressed representative who identified himself as Michaelson from the S.D.C.'s Vacuo branch, as well as a taciturn Atlesian lieutenant named Ferran and his squad of armored Atlas army troopers who had been assigned as a point of contact with the Atlesian expeditionary force commanded by Captain Samson. Almost everyone present had their eyes either glued to the holographic table or the various computer screens displaying large varieties of information, while additional soldiers and guards standing at other parts of the huge chamber waited silently for the orders soon to come from their commanding officers.

The displayed hologram of Vacuo City was not reporting a bright situation, if the masses of red dots massing both outside the city walls and in certain regions within the capital city itself were any indication. While certain areas around Shade Academy, The Vacuo Council Citadel and the Grand Temple of Vacuo have been cleared of Grimm, the yellow markers indicating the Vacuo Ranger squads and Desert Guard rapid-response units were scattered throughout the capital city and its surroundings, either changing positions or deep in combat with the Grimm hordes, Red Fang agents, or the various gangs of the Vacuoan underworld.

"Lieutenant Ammar, I want an updated situation report, and as clearly and succinctly as you can make it. Now." She demanded tersely to the said Vacuo Ranger lieutenant, "What's the current status of the defenses of Shade Academy and the surrounding government buildings?"

"Headmistress, Shade has been secured from the Grimm, but there are still some serious fighting taking place against a number of disruptive elements at the main gates and within some of the outer halls and main corridors. The Vacuo Rangers, supported by a few teams of Desert Guards, were still locked in combat to dislodge the Red Fang agents around the school at the moment and it's about to be cleared so we can begin moving in some of the wounded." Ammar reported quickly after checking with one of the ranger corporals manning the computer terminals nearby, "The defenses at the citadel are still holding out, but we have received several reports from Vacuo Ranger squads in the field that the outer regions of the 'Holy City' have been breached by substantial numbers of Grimm."

"Has there been any word from Chief Librarian Vidya or Sister Rosea?" Luna inquired as she turned the hologram to see another section of the besieged city.

"The last we heard from Chief Librarian Vidya, the Grand Temple of Vacuo has been completely sealed, same goes for the Solaria Crescent Orphanage. The temple guardians have all been mobilized to protect the various temple structures and the refugees in the 'Holy City' district, and are also effectively working with the Vacuo Ranger squads there to push back the Grimm hordes and robots." Ammar answered.

"I pray they can hold out until we can divert other reinforcements over to support them." A Council Member mentioned quietly.

Luna replied, "I have faith in the priests and monks of the Grand Temple, they are knowledgeable and skilled enough to pull their own weight throughout the bleakest times. If their order was able to pull through terrible periods of times, I'm sure they can handle themselves and those under their protection until help arrives. Ammar, please continue." She gestured and the Vacuo Ranger lieutenant obeyed.

"A piece of good news we've received from Sergeant Diyo is that the rangers under his command and certain members of Team Beacon have managed to defeat the Elder Deathworm by killing it with explosives that were found on a transport train nearby."

"At least that's one problem resolved." Luna nodded as a series of loud optimistic cheers swept through the occupants within the war room. The death of the Elder Deathworm would undoubtedly turn the battle for Vacuo City in their favor, and such a victory would mean much to their fighting spirit and morale. "What about the other tunnels created by the Deathworms scattered around Vacuo City?"

Ammar nodded over to a Desert Guard Captain named Mazin who stepped forward and explained, "Several Grimm incursions into the city through Deathworm-created tunnels have been fully eradicated and those same tunnels were sealed by teams of Hunters and Remnant Knights while being supported by elements from the Vacuo Rangers and Desert Guards. However, reports of heavy combat against significant Grimm numbers are still being reported from several of the city squares including Path of Perseverance, Path of Deliverance, Path of Endurance and a few other places."

"And what of the main tunnel that the Elder Deathworm had come out of?" Luna pointed directly to a certain region of the hologram which showed the Path of Perseverance highlighted in glaring red.

"The tunnel in that particular area has been taken care of but the area itself is still heavily contested between the Grimm and the Vacuoan defense forces, according to Sergeant Diyo." Mazin spoke evenly and carefully, "However, other Vacuo Ranger squads and Desert Guard rapid-response units fighting in the other districts have been notified and they have all been tasked to relocate to the Path of Perseverance as additional reinforcements."

"A number of Knights from Vacuo's Knight Legion are there as well, rendering what assistance they could to push back the Grimm." Another ranger added.

"Then let's hope their efforts will be enough to turn the tide in that area of the capital." Luna murmured to herself as she shifted through the hologram with quick gestures from her fingers as information continued to stream in through reports coming in from the various fields of battle dispersed throughout Vacuo City. "Will you be able to send any more reinforcements their way?"

"Four squadrons of Bullhead gunships have already launched from the Ranger precinct after the forces there defeated back a major attack by combined gangs." Ammar said after consulting with another ranger, "They will assist the Hyperion One in preventing the aerial Grimm from further supporting those already on the ground. A number of Desert Guard airships bearing elite combat teams have also taken off from the Sandcastle facility to assist Vacuo Rangers squads in retaking a number of important locations as well."

"What about the other major areas within the capital?" The head of the Vacuo Council queried, "What's the current situation for them?"

An officer sporting the named Lowmiller from the Vacuo City police spoke up concisely as he pointed with a gloved finger at the various affected locations, "Reports indicate significant gang activity, including those Black Vipers, have been sighted at several locations including the bowery and Manchester Street. The Jong district is now currently under heavy attack by several killer robots that were positively identified as Grimm Knights, with the Vacuo Rangers and police there were putting up as much resistance as they could while evacuating any remaining civilians. From what reports we have manage to receive from teams in the field, it's a war zone there."

"Make sure your police squads contain them within those affected districts for the moment." Luna looked at the police officer straight in the eyes, "The priority would be for the Vacuo Rangers to handle the Grimm and the Grimm Knights rather than the gang members, or else the civilian casualties in those areas will skyrocket."

"I agree with your assessment, Headmistress." Lowmiller nodded his head quickly, "I'll inform the active squads in the field immediately." He turned around and spoke in a tense voice to his adjutant, who nodded and moved over to one of the computer terminals and hurriedly conversed with the tech ranger officer there.

Luna then shifted her attention over to the representatives from the S.D.C. Vacuoan branch's headquarters and the Atlesian military forces, Michaelson and Lieutenant Ferran respectively, "Representative, Lieutenant; on behalf of the Vacuo Council, can we count on the assistance of your organizations' respective paramilitary and armed forces to help defend Vacuo City?"

"As per the emergency directives given in the general alert issued by the president of the Schnee Dust Company in Atlas, the entire precinct of the Vacuo Branch is already under lockdown and under the protection of S.D.C. security forces." Michaelson returned Luna's gaze calmly, "However, the alert measures also allows for three-fifths of the available security forces to be sent out into the metropolitan areas to counter any significant threats that might endanger both the safety of S.D.C. employees and continued operations of the company."

The formally-dressed representative glanced at the slowly turning hologram for a few seconds and then added, "The deployed S.D.C. security forces will cooperate with the Rangers in the vicinity and do what they can to ensure that the safety of the Vacuo City and its people won't be harmed by this catastrophe."

"And what about the remaining two-fifths of your security force?" The Head of the Council asked softly.

Michaelson raised an eyebrow on his brown-colored mustached face as he replied, "They would be making sure that the safety of the S.D.C. Vacuo Branch's administration buildings, manufacturing facilities and warehouses are not compromised. Considering the current situation, I suppose such caution is undoubtedly necessary to protect our company's interests."

The Vacuo Ranger sergeant was about to speak again when Luna raised a hand to silence him. She looked coolly at the S.D.C. representative and said, "Thank you for lending us the S.D.C.'s security forces for the city's defense. When everything is over, I would personally ensure that your company and its president will receive the due recognition for his selfless actions in this calamitous situation. Lieutenant Ferran?"

Said Lieutenant turned his helmeted head to look at the Headmistress of Shade Academy and answered, "Three strike teams from the Allegiance and its escorts will be arriving in approximately eight minutes through the West Gate and they will make for the assigned landing zones designated Wahid, Anthan and Thlath as agreed with Captain Samson. Once those strike teams were fully deployed, they will assist the Vacuo defense forces there in clearing out the Grimm and eliminate whatever remaining threats they find."

"You have my thanks, Lieutenant," Luna nodded her head in gratitude, "Those additional reinforcements might be just what we need to fight back this major Grimm attack on Vacuo City. I just pray that the enemy wouldn't have any other surprises in store since we have already more or less committed most of the reserves to help seal the numerous tunnels and push the Grimm back out of the capital city."

Before anyone else could speak, multiple alarms blared as one of the ranger officers manning the radar consoles cried out, "Scanners have picked up a new contact which just burst out of the Elder Deathworm's tunnel in the middle of Vacuo City!"

"It's another Elder Grimm!" Another computer technician nearby shouted, "And it's a big one too!"

"Is it another Elder Deathworm?" Lieutenant Ammar suggested, his normally calm voice cracking a little.

"No, this thing is airborne." Captain Mazin shook his head, looking at the large red dot that was rapidly moving through Vacuo City and heading straight towards Shade Academy.

"Do you have a visual?" Luna demanded, "Get me one on the main hologram table now!"

"We've obtained a visual!" A ranger answered her request, "Putting it on now!"

An image of the huge Grimm Sphinx appeared on the main screen of the hologram table, shooting out of the smoke-wreathed sky and roaring thunderously at the defenders of Vacuo City.

"By the Four Gods…" Luna felt her mouth drop in slight shock, "That's one of the biggest Manticores I have ever seen in my life…and it's heading towards the school!"

"Headmistress!" A ranger communications officer shouted for Luna's attention, "Sergeant Diyo has reported that members of Team Beacon are on their way back to Shade Academy now to fight it!"

"What about the Remnant Knights from the Relentless Crusaders and Eternal Warriors Knight Legions?" The Headmistress turned her head and quickly asked a Desert Guard trooper beside her, "Where are they?"

"According to the hologram…" The Desert Guard officer squinted at the projection on the table, trying to find the relevant information, "Both Knight Vanguards are currently fighting back against the Grimm with their respective squads at the two main street intersections leading to Shade Academy and the Vacuo Council palace. I'm afraid they can't make it back in time without compromising the already weakened defenses there."

"Damn it! Then broadcast a general order to all available Vacuo Ranger, Desert Guard, Huntsmen and Huntress around Shade Academy." Luna turned and informed the nearest communication officers closest to her, "Tell them to try and bring down that Grimm before it reaches Shade Academy and destroys it!"

"Yes ma'am!" The communications officer saluted and quickly got to work disseminating the given order, while Lieutenant Ammar and Captain Mazin both spoke hurriedly to their fellow officers and attendants even as scores of soldiers and guards grabbed their weapons and ran for the heavily guarded entrance of the war room to make sure the Citadel was safe from the Sphinx.

"In the meantime, target the anti-air defenses at the aerial Grimm swarms that were around the it!" Luna ordered as she pointed at the screen showing the said Grimm creature, "At the very least, we can try to slow it down and whittle down the other Grimm protecting it before Team Beacon or the Remnant Knights get there to fight it!"

A chorus of "Right away ma'am!" answered back at her from the various officers and attendants filling up the war room, and for a brief moment Luna wondered where her assistant Cedric was. She hadn't seen him when the fighting started, and she hoped he had evacuated with the rest of the civilian staff to the protective shelters in order to remain safe until the danger was over.

Shaking the brief thought from her mind, Luna focused her attention on the slowly revolving hologram in front of her while giving out orders to her entourage who were all clustered around the holographic table, trying to find any way that she could save as many lives as possible.

All of a sudden, her scroll rang. Glancing at the screen, she was surprised to see the identity of the caller

Answering it, she walked into an empty corner of the war room, "General Ironwood, I heard about the attacks on Atlas, but I'm afraid we're under siege as well. The enemy has made their move, and it looks like it could be worse than th-"

She was cut off by Ironwood and what he told her made her seize up, her eyes widen, and her jaw drop slightly. Her tanned skin went pale and her blood ran cold.

The Head of the Vacuo Council walked over to her and grabbed her shoulder, making her slowly turn around.

"What's wrong?" He asked, concerned.

Luna couldn't bring herself to say anything, but the message was clear in her eyes. Something awful had happened, something bad enough to stun her into silent dread.

To Be Continued...

This chapter was co-written by Relentless Crusader

Story suggestion: The Knights of Grimm saga by Cosmic Fiction. A long, epic series that I've just gotten into and, though far darker than my own, doesn't have nearly enough recognition.

Voice time!

Fox: Jason Marsden (Kovu from Lion King 2, Haku from Spirited Away)

Odinson: Mark Hamill

Silvers: Tim Curry

Headmistress Luna: Grey DeLisle Griffin (Queen Moon voice to be specific)

Tom Allcroft: Tom Holland

Grand Master Seraph: Peter Cullen (Optimus Prime)

Admiral Nemo: Angel Basset (Queen Ramonda in Black Panther)

Sister Anna Rosea: Nicolette McKenzie (Matriarch Teersa from Horizon Zero Dawn)

Skarnage: Richard O'Brien (Riff-Raff from Rocky Horror, Mr. Hand from Dark City)

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.