Volume III: Episode 12: Leviathan

Vale's Strategic Defense Headquarters wasn't as impressive as the CIC of an Atlesian air cruiser, from which Vale's defenses would normally be coordinated. Funding to modernize the facility was going through Parliament in the wake of the recent... difficulties with Atlas, but it would be a long time before the lien would be freed up and longer still before any such modernization would actually be implemented. Other things - like recommissioning old Royal Navy vessels into the Coast Guard (the only extant seagoing force Vale still had), upgrading the Royal Air Lancers' hardware, forming NEST, and reorganizing the Vale Home Militia - had taken priority.

That said, the underground bunker was still perfectly serviceable.

"The Ward detected a large subsurface contact here thirty-five minutes ago," Admiral Brigham reported, sticking a pin in the map on the table. "Based on its speed and bearing, it should arrive on the coast north of Vale within the hour."

"And we still don't know what it is?" prompted Keller.

"Correct, sir," Brigham answered.

"Is it a Grimm?" asked General Morshower. "They've been getting sneaky. Something has been keeping that horde outside the walls in check, but they've been testing our outer defenses, slipping in at night to sabotage elements of it and attacking any effort to repair them." He shook his head. "This can't be a coincidence."

"Whatever it is, Captain Stone is adamant that it's not a Grimm," Brigham said. "Sonar analysis corroborates that; it's got an engine. Our best guess is that it's an Atlesian submarine, given its reported bearing."

"An Atlesian submarine?" Keller asked skeptically. "Of that size?"

"It's atypical of Atlas," Brigham agreed, "but it certainly would be in keeping with late Great War Mantellian wonder weapon projects."

"You mean the ones scribbled on the backs of napkins?" asked Keller incredulously.

"Of course not, sir," replied Brigham. "As we all know, our stalwart submariners made napkins a luxury item that would never be wasted on design paper by that point in the conflict."

Keller gave the admiral a stare so flat it could be used as a level. "Yes, as we all know. Personally, though, I think it's the Decepticons."

"The Decepticons, sir?" asked Brigham skeptically. "This would be atypical of their reported operations so far."

Suddenly, a major in the uniform used by the subsection of the Royal Army that manned the walls ran up to them. "Sirs, I'm sorry for the interruption, but radar's just picked up thirty-six contacts entering into the city's airspace. They slipped past our early warning system somehow. Warbook's identifying them as XP-14A Skystrikers, and their IFFs are identifying them as Erprobungsgruppe 14 of the Atlesian Air Fleet."

"How did you pronounce that without stumbling?" asked Keller seriously.

Before anyone could reply, a shout came echoing through the bunker.

"Incoming!"

"So, what's our next move, boss?" asked Ash expectantly as he sat down in the makeshift office with Adam. It gave him the chance to talk to him privately while Ratchet was busy tending to the walking wounded who had still not quite fully recovered upon leaving the Ark to return to Vale.

"The Autobots have given us intelligence on the entire network that the Decepticons have used to make energon. Unfortunately, there are two complications," explained Adam, trying his best to ignore the feeling of his eyepatch under his mask.

Yes, an eyepatch. Turned out that the outside world was just a little too bright for his brand new eye, and so, he had to cover it up. Problem was that the strap interfered with his mask, so he had to resort to tape and other methods to keep it in place.

"I don't like the sound of that," stated Ash worriedly.

"The first problem is that the intel is months old," Adam began, "and the second problem is that it's been shared with other forces aligned against the Decepticons, like the Huntsmen."

Ash slapped his hand against the table. "You've got to be kidding me! Who sold us out?!"

"The Autobots haven't sold us out," Adam calmly told him. "They're just sharing inform-"

"Don't you give me that!" shouted back Ash. "You know as well as I do that those Huntsman Academies are just as bad as the police. Heck, they are police! Worse than that, they're human!"

"The Oktober Guard is led by a human, and you didn't have any problem working with them," Adam reminded him.

"The Oktober Guard are from Vacuo and went back to Vacuo after… what? A few weeks?" replied Ash hotly. "Nobody cares what they do in Vacuo as long as they keep it in Vacuo and keep to themselves whenever they show their ugly mugs."

"This is ridiculous," sniped Adam. "In case you haven't noticed, we haven't got the manpower to take down this whole network ourselves."

"So we're just going to abandon our people to the humans?"

"We need to be practical about this. If the humans-"

Adam was cut off by a pressure wave knocking down the wall.

The leader of the Vale White Fang felt his head ringing as he lay in a heap some distance away, the sound around him muted, his own body moving sluggishly and feeling strangely distant. He closed his eyes and waited for it to pass. It was not the first time he'd been caught in an explosion, and he was well familiar with the effects.

Another explosion went off, shaking the ground. Adam opened his eyes, and as his aura went to work, the ringing began to taper off. He stood up and found himself in a world of fire that made his mind flash back to the docks so many months ago… except, of course, that it was early evening, not yet night.

He started to look around for survivors, and while he did so, he brought out his scroll and activated an emergency frequency that the White Fang kept isolated for just such an occasion. "This is Adam. Base Fifty-Seven is under attack. We-"

He was interrupted by another explosion.

"-We're losing Micheals!"

"-ase Ninety-Four is lost! We're-"

"-only one left-"

"Where's our backup?!"

The chatter was coming in hot and heavy now. Lines were opening and closing all over the network. Somehow, he was able to half pay attention while walking through the fiery ruins of the old warehouse.

Ratchet. He had to find Ratchet.

There was a crunch that he almost didn't hear, and he looked down to Ash's full face mask. He found the man soon after. He… he wasn't breathing, and there was steel… if it hadn't been for his body…

Adam crouched down and put his hand to his lieutenant's neck. He wasn't… it wasn't a surprise, but…

He made sure the transmission function on his scroll was disabled before speaking. "I'm sorry, Ash - Walter - you deserved a better leader than I."

It was something his mother had said long ago, quietly and under her breath when she thought no one was listening. He never told anyone about it. Yet still, talking to Ruby had brought it and other memories of her to the fore.

"You deserved better than a human like me, Walter Long," whispered Adam, releasing his own secret shame. His old lieutenant would have no more need for nicknames or aliases now, after all.

He stood up and continued to fight through the smoke and flames until he found the supine form of the Autobot. Shoving a crossbeam off the medic's chest, he looked down at him.

"Ratchet!"

The Autobot stirred and sat up. "What happened?"

"An attack," he answered. "Tend to the wounded. I'm going to get some altitude, see what's going on."

Ratchet nodded. "Right. I'll set up a triage, treat who I can."

Adam nodded and traversed up to the closest roof he could see. It got him up above the smoke and fire a little bit, enough that he could see out into the city. What he saw was shocking.

The warehouse wasn't the only place burning. All across the city, explosions could be heard, and smoke was pouring into the air. Most of the places were White Fang locations, many of them unoccupied at this time, but a few weren't.

Suddenly, he saw an aircraft swoop down from the sky to strafe the streets some distance away with laser fire for no discernable reason but destruction. It almost looked like one of those Skystrikers that he'd heard about, but instead of the normal Atlesian white, it was gray, red… and blue.

"It is I, Air Commander Starscream, of the Decepticon Seeker Corps! You thought you could steal yet more Decepticon property? Fools!"

Starscream. The Decepticons… the Decepticons were attacking Vale, and they were attacking civilians alongside the White Fang.

"I'm a murderer, Sunfire."

"No, you're not. You're better than that," she insisted. "Or at least, you can be."

They were humans, nothing but…

Ruby's face, so full of love and compassion, stared back up at him in his mind's eye.

"Ah, damn it," he cursed, then activated the transmission function on his scroll. "Quiet!"

Remarkably, the line fell silent.

"Everyone, tend to the wounded, grab as many survivors as you can, and evacuate to one of the bases outside the city. If the one you reach is destroyed as well, keep moving on until you find one that's still standing," ordered Adam, silently relenting that most of the people under his command would follow no other order, now that the bombs were falling and the threat of the Autobots brought neither comfort nor fear in the face of the ongoing assault.

A few acknowledgements in the clear came out with spirit returning, and then suddenly, it was cut off by him.

"MWAHAHAHAHAHAHAHAHAHA! Congratulations, foolish humans! Oh, and the delusional humans in the White Fang who think kibble matters too. You are all under the effects of a device created by none other than me, Air Commander Starscream of the Decepticon Seeker Corps! The next step in the evolution of full spectrum jamming: MAXIMUM SPECTRUM JAMMING! Now, no one will be able to communicate without the leave of the Decepticons and me, Starscream!"

Adam snarled and looked up as one of the Skystrikers - no, Seekers - flew overhead.

"Adam!"

He turned at the sound of his name to see a familiar figure clamber up to the roof where he stood. "Vix?" He tilted his head curiously. "How are you still alive?"

Not just alive; the reindeer faunus didn't seem to have a scratch on him.

"Just lucky, I guess," Vix said with a shrug.

It was at that moment that Prowl poked his hand up with a wave. "I helped."

Vix stepped up onto the roof. "What now?"

Adam frowned and took another surveying look at the burning city.

"I need a weapon."

Captain William Lennox peered through his field glasses at the suspected White Fang base. So far, they didn't have enough evidence to move in, but he could be patient. The Grimm horde lurking outside the walls were still there - watching, waiting, slowly picking apart elements of the outer defenses - and it didn't seem like they were going anywhere. It suggested a level of planning and intelligence guiding the Grimm lifted straight out of ancient legends, but as unnerving as it was - which was probably what the Grimm wanted, which only made it worse - NEST had other jobs to do.

"Tonight," Fig announced. "Tonight is when it all goes to hell."

"You serious, man?" That was Donnelly.

"I'm tellin' ya," Fig insisted. "I can feel it."

As if on cue, something - a lot of somethings - began exploding around the city, including the car dealership under surveillance. Lennox looked up, checking around him.

The city - or several parts of it, at any rate - was on fire.

"Epps! Fig!" he called. "Get to the walls! The Grimm won't be able to resist this. We'll check on the Fang."

The two men named nodded and began running for the walls.

Lennox paused and looked up as something screamed overhead. It was the obvious culprits of the bombing run: several of the new Atlesian Skystrikers.

"Those are Atlesian airships," he muttered. "If they're attacking us... what the heck's going on in Atlas?"

Sylvia was alone again. She welcomed that time, that time when she could almost have some time for herself. Except not really, because there was a camera recording everything, a camera she couldn't get to and destroy.

She'd tried to keep hope for a while, tried to remember the words of the silver-eyed man who was like a father to her, but in the end, she succumbed to despair. She tried not to show it, but she did. She felt like such a shameful traitor.

Then… then the light came pouring back in with the revelation that General Colton had returned. She'd dared not hope for such a miracle in all her years, and yet, it seemed to be the case. General Colton and General Ironwood, two gallant heroes of the old and new Atlas coming together, were such a bright spot that she even dared to dream that they would do more than just defeat the bad guys, that they would save her too.

After all, they were true Huntsmen, and a true Huntsman would always find a way for justice to be served.

So she fanned those flames of hope, even lying in a dirty rag and chained to the floor as she was. They could beat her, they could kill her, but it would take a heck of a lot more than that to break her. She had to hold on. She just had to hold on.

The building shook, almost unnoticeable through the soundproofing that contained her screams, but still there. Her eyes widened, wondering what could have happened. Then there was the crash of the door coming down.

A drone flew down the stairs from the entrance and scanned around the room. Suddenly, it was followed by the rapid footsteps of a number of people. She struggled to get up, not wanting to meet them improperly, and succeeded.

They were soldiers, real Atlesian heroes…

"Ma'am, are you Councilor Sylvia?" asked the man in charge.

"I'm not much of a councilor," replied Sylvia with perhaps an unnecessary bout of dark humor.

The man in charge nodded, and another man produced a pair of power-cutters to begin cutting away the bars on her cage.

He spoke once more. "I'm Leutnant Falcon. I'm here to rescue you. Don't worry; Stretcher here's a medic."

Sylvia smiled. Hope didn't need to be stoked to maintain itself any longer.

"Thundercracker!" Starscream's voice rattled the Seeker's brain module through his long-range comm. "Get your miserable thrust nozzle moving! We're beginning our attack run now!"

"'Attack run'? What?"

The explosions he heard were answer enough.

"Oh, no."

He rose to his feet and peered out through the hangar doors, seeing the airbase had come alive. Men, women, and vehicles were racing around. Airships were powering up and taking off. Weapons were being armed.

And no one, it seemed, was paying any attention to him or his little hangar.

Thundercracker bowed his head and considered for a long moment before stepping out and taking to the skies.

Flash!

Velvet hoped her smile didn't look too awkward. She was more used to being behind the camera than in front of it, after all. A quick look at her boyfriend suggested he felt the same. They were with their teams at Benni Haven's, posing in front of Fluffy, the fake stuffed Beowolf, in order to have a keepsake to remember their time together after Team RRFL went back to Atlas.

As Benni transmitted the photo to their scrolls, Velvet suddenly frowned and looked towards the entrance, her ears perking up. "What was that?" she asked. It almost sounded like... thunder rumbling in the distance.

"Rain?" Lavi asked worriedly.

"I don't know," Rain muttered darkly. "But... I think we'd better-"

He was cut off as the Grimm incursion sirens began to blare. The eight Huntsmen exchanged looks before bolting from the homey little restaurant at the very edge of Beacon's property, each of them reaching for their scrolls to summon their rocket lockers and the weapons within them as they raced toward campus.

They had work to do.

Ruby and Yang were down by the docks in Bumblebee. Filling each other in on all the goings-on that they'd kept secret from each other their first year at Beacon was exhausting - the whole "Decepticons harvesting villagers' souls for Vehicons" thing was a particularly nasty bit of news - and they needed the time to unwind, to leave the shadow wars behind and just be a family again for a little while.

Qrow was supposed to have met them some time ago while Adam took care of White Fang stuff and their father handled some stuff at Beacon for Signal since he happened to be in town. Jazz and their father were then going to surprise and pick up Adam and meet the three of them for a family outing. Except Qrow hadn't shown up at all.

Still, the two of them were glad to reconnect, to just be sisters again for a little while. So, of course, that was when the city decided to start exploding.

Yang threw herself over her sister as the explosions started, but when there came a pause in the bombing and Bumblebee stopped rocking from the concussion waves, she sat back up.

"You okay, Rubes? Bee?"

"Not even a scratch," Bumblebee reported.

"Yeah, I-" Ruby froze, staring past her sister out Bumblebee's driver side window and across the sea toward Patch. "Oh, God, what is that?"

Yang turned and felt the blood drain from her face as she saw the gigantic shape, dark purple, shedding water as it slowly rose up into the sky. It could only be one thing.

"Nemesis."

"Took the word right out of my mouth, Bee."

Megatron grimaced as the bridge around him trembled with the effort to raise the once-mighty starship. Repairs to the Nemesis had been limited by time, resources, and botpower, and this new stress wasn't helping matters. The Predacons were manning the bridge for now, with the exception of Tantrum, who was in engineering, in order to free up additional botpower for the attack.

"Skybolt," he growled into the comm, "will she hold?"

"So long as we can maintain energon flow and don't torque off a Titan, we should be fine," came the reply from the engine room. "In other words, Lord Megatron, don't fire the warp cannons if you want us to stay airborne."

Megatron rose to his feet, just as another shudder ran through the ship. He grabbed a nearby console in order to keep his balance as a loose bolt fell from the ceiling, nearly hitting him.

"Wonderful," he muttered. "Demolishor, please deliver our gifts. Razorclaw, you have the conn."

"Aye aye, Lord Megatron!" came the reply over the comms from the fire control room where Demolishor was calibrating their weapons.

Portholes began dilating open across the hull of the ancient Decepticon starship, and pods very much like the rocket lockers used by Beacon began firing out and landing all across the city.

As soon as Megatron left the bridge, Razorclaw leapt up into the captain's chair, and the rest of the Predacons snapped to attention.

"Predacons, status report," ordered Razorclaw.

"We're holding steady for now, Captain," reported Headstrong from the helm.

"Captain, we are in what's known as a target-rich environment," replied Rampage from the bridge weapons station.

"Captain, I think you should know that the local population is mobilizing a significant number of ships, both oceangoing and airborne, into attack positions. My sensors read at least twenty, and that number is growing," read off Dive Bomb calmly from the science station.

Razorclaw put an actuator to his chin in contemplation for a moment and then opened up a channel to engineering. "Tantrum, can you wire the engines to make a short range 'hop' if we need it?"

"In the shape we're in? Captain, you can't just ask me to defy the laws of physics like that!" was Tantrum's pessimistic reply.

"Damnit, Tantrum. I'm not asking if it's possible; I'm asking if you can do it," snapped back Razorclaw.

The line was silent for a moment before Tantrum answered, "Maybe. I'll need time though."

"We'll get you that time. Bridge out," said Razorclaw before cutting the line and ordering the rest of the bridge crew. "Helm, take us in over the city; they should be a lot less eager to shoot us down if we'll land on their houses. Weapons, make it look like we're about to blow them out of the sky, but only use the minimum amount of force necessary. Science, keep your sensors sweeping for whatever trump card they have. I don't want it sneaking up on us. Orders received?"

"Aye aye, sir!"

"Good," acknowledged Razorclaw before sweeping his hand down and forward. "Now make it so."

"Mmm. Now this is a burger."

"Do you have to moan like that while eating your signature food, Deej?"

"Yes, Johnny," she said seriously. "Yes, I do."

Lieutenant Daisy Jo Martinez - DJ to her friends - was a mid-ranking officer in the Valish Police Department in charge of a small collection of other officers that she naturally had to join on patrol due to chronic manpower shortages. She had violet eyes, cream skin, and brown hair that was mirrored in her equine tail. Though it helped a statistically significant number of times in her job as a police officer, she was disinclined to lean on her race for anything, having been adopted by a couple of humans who were retired Valish military, married to a human in the Valean Coast Guard, and - against all odds - given birth to two human sons. Some people, though, insisted that her race mattered a great deal, and it was for that reason among many others that she hated the White Fang almost as much as she hated dirty cops.

Her partner was one of those dirty cops.

Officer Johnny Yuma was an ex-con, allegedly reformed, assigned to be Martinez's partner presumably because her superiors had a sick sense of humor and probably wanted to get back at her for busting that red ball protection racket case. A strong jaw and navy blue eyes did little to dull the stench of treachery that hung about him like a flock of seagulls, and what other smell could there be around a Patch Ranger turned train robber who then allegedly turned straight after running into his old partner while trying to rob the Silver Bullet Express in Mistral?

"I told you: I served my time, and now, I'm on the side of justice," said Yuma out of the blue.

"Huh?" asked Martinez, looking at her partner in confusion.

"You're easier to read than a maraca playing rattlesnake, pardner," answered Yuma in exasperation. "Can't say I wouldn't feel the same in your situation, but we still have to work together at the end of the day."

Martinez quickly - and perhaps more than a little unsatisfactorily - ate the rest of her burger and wiped her hands off before replying, "Listen, you and I might be stuck together in this forgotten corner of Vale that the commissioner uses as a dumping ground, but that doesn't mean I have to like it."

"You should be grateful," sniped back Yuma. "You got all the time in the world now to spend with your kids."

"And if the White Fang has their way, if they continue to grow because no one will stand up to them, then my kids won't have any time to spend with their own kids because the Fang will have strung them up or burned them alive," snapped back Martinez.

Suddenly, there was a thunderous crash that shook the building and made the people in the Burger Shed jump in their seats. Once more, Martinez was glad she always paid for her food in advance as she rushed from her seat and out the door. Yuma was close behind her, but considering what she could do, it was impressive he could keep up as well as he did.

They came out to the sound of people screaming and the sight of dust in the air. The reason for it was easy to see, even through the haze kicked up by its arrival. It was a large, humanoid robot with large metal claws for hands, and it was stepping out of the corner store that it had crushed with its landing. It was accompanied by a half-dozen old AK-90 combat androids that were stepping out of a large cylinder that had landed in the street next to it.

The big robot's right claw retracted, and the arm transformed into what looked like a cannon and snapped up to level at cars that had stopped on the other end of the street.

Martinez felt the concrete sidewalk beneath her disintegrate into something akin to sand as she leapt forward using her semblance, the one that some of her old colleagues called Horsepower. She went flying through the air and twisted so that she was landing feet first into the midsection of the giant robot. It tipped over with a banging crash, and instantly, she was upon it.

Behind her, she heard six sharp cracks from her partner's revolver, and the AKs collapsed like puppets with their strings cut.

She likewise drew her own pistol and fired a series of shots into the limbs of the assailant. It reacted somewhat to that, but it was only a distraction. The real attack came when she picked up a street lamp that had been knocked over by the initial landing and began to bludgeon the robot with it.

Her partner added his fire again to the mix, and soon enough, the aura of the machine - a machine with aura! - broke. In her combat-focused mindset, Martinez didn't notice; she just kept smashing. And when the bludgeon broke, she used her fists. Punching in deep, she tore open the chest of the robot.

As if a switch had been flipped, all combat stopped.

What Martinez saw inside shocked her to her core and left her with only one thing that could escape her lips.

"Doctor! We need a doctor over here!"

What was inside was the stuff of nightmares, but it wasn't something she could fix.

"I'm a doctor!" came the shout of one of the pedestrians rushing out of the street from the buildings on the side where they had been in cover. Yuma helped him up, and Martinez hoisted him onto the metal body. "Thank you, now… I can't… we need specialized equipment, not to mention… I've never seen anything like this before."

Yuma rushed over to the house that the doctor had rushed from and shouted to the first person he saw while pointing. "You! Yes, you! Go call emergency services and tell them everything that's happened and that we need a full medical team down here."

The person inside the house nodded and rushed towards the building's emergency landline.

There was another series of explosions off in the distance, some closer than others.

"Hey, cop lady!" came a young male voice with a Mistrali accent from the roof of one of the buildings, and Martinez looked up to acknowledge him, finding the voice to belong to a ten-year-old with a submachine gun slung over one shoulder. "My pa says we got four more of those pods coming down to the south."

"Thank you!" shouted back Martinez as she leapt down from the metal monstrosity to land on the pavement. South, south, south... but the only thing there is… oh no.

"We got big problems. All wireless transmissions are being jammed," declared Yuma as he caught sight of her even as a crowd was starting to grow. "Something wrong?"

Martinez whipped out her scroll and hit a few commands, projecting a holographic map onto the evening street beneath them, much to the interest of the civilians. "They're deploying south of here. The only thing that an attacker could care about that way is the Roxxon Chemical Plant, not just because of its critical industry, but also because it sits close to a cluster of irrigation pipes running to the agricultural districts."

"Bloody murder! You saying those robots are gonna poison the water supply and the crops?" asked one of the people in the crowd as they watched the holographic map change to highlight some of the things that the officer was talking about.

"It's the only thing that makes sense," reasoned Martinez before looking around at those assembled. "Now, me and Officer Yuma are going to try and fight our way to the chemical plant, but we could use some backup. Everyone is expected to do their duty, but… who here has a weapon?"

Another of those in the crowd scoffed and shrugged. "All of us. 'Tain't nobody around that's unarmed."

"That's fantastic news," said Martinez with a relieved smile.

"Well, what else kind of news would it be?" asked that same person rhetorically. "It's not like you lot were ever going to show up if there was a crime."

Martinez somehow managed to stay calm and only blow one blood vessel staying quiet.

All around the city, the same scene was repeating itself. Civilians and militiamen alike - most with little or no aura training - gathered together, either having retrieved personal weapons or lining up at militia caches to arm themselves. On the rooftops of certain buildings, people scrambled to man anti-air weapons ranging from quadruple .50-caliber machine gun turrets to 5-inch flak cannons and surface-to-air missile batteries. Augmenting the defenders' numbers were robots of all shapes and sizes, mostly built by Starhead Industrial Company: sleek canine robots loped into battle, nipping and biting at obsolete AKs, while towering bear and elephant robots grappled with Vehicons. Up at Beacon, even as students and teachers alike began mobilizing, robots built in the shape of Grimm for training were unleashed on the humanoid attackers in a bizarre, robotic reversal of the usual status quo.

The VCGS Hama was a fifty-year-old cruiser that had been reactivated and recommissioned after the Atlesian withdrawal in the wake of the Furcthlos's destruction. During the Vytal Tournament, she had been docked on the pier at the base of the cliffs below Beacon Academy to serve as heavy fire support should anyone attempt to... disrupt the tournament. Now, however, she was anchored at the southern fork of the river, in case the Grimm gathering outside the city caused need of her mighty guns to arise.

"Action stations!" barked Captain L. W. Wilder, the klaxons aboard the cruiser echoing the Grimm attack sirens wailing throughout the city. "Take those Skystrikers down!"

Her aging hull groaning, the Hama began to maneuver further up the river, and her weapons came to life, from her belt-fed .80-caliber anti-air autocannons on up through her automatic 3-inch and breech-loading 5-inch guns. Even her 8-inch dual-purpose guns began ponderously sweeping the sky for targets, speaking with deadly purpose whenever a Skystriker crossed in front of them.

For the first time in decades, Vale went to war.

Qrow Branwen staggered out of the bar - at least, he was pretty sure it was a bar - with what was probably a bottle of liquor. It was a little hard to tell, but there was still plenty of time to find out. After all, the morning was still young.

Wait. Was it still morning? It looked like it.

Looking down the street, he saw a trio of very nice cars transform and shift into giant robots. Those giant robots drew guns, or maybe their arms turned into guns. Anyway, they started blasting.

And as the screams and the fire filled the streets, Qrow could only sigh.

"Looks like it's going to be another one of those days."

With that, he cast aside the bottle of liquor and drew forth Harbinger, his sword-scythe-shotgun, and ran towards the attacking robots.

"I'm glad to see you're doing better."

Weiss blinked and blushed slightly, nodding. It was supposed to have been a private little get-together to give Lady Belladonna an opportunity to get to know her daughter's boyfriend a bit better, but it seemed Neptune was Sun's eternal wingman in more ways than one, as he had arrived with Sun at the teacher's lounge Headmaster Ozpin had been kind enough to lend them. The lounge had a spectacular view of Vale, but Weiss and Neptune were unable to enjoy it at the moment. Weiss had risen to retrieve more drinks from the kitchenette down the hall, and Neptune had kindly offered to accompany her.

"I- my father's legacy has been quite the weight on my shoulders," she replied. "I did not realize how much of a weight until I shed it."

"Looks like it's been good for you," Neptune said, his voice soft. "When I first saw you, all I could think was that you looked so sad, that you couldn't even smile. Now, it's like the difference between night and day."

She couldn't help it. She smiled. "Or ice and fire?"

He laughed. "Or ice and fire. And personally, I prefer the fire."

"So do I," she agreed.

They got the drinks and started the walk back to the lounge. As they walked, Weiss took the time to smooth out a crease in her combat skirt. She was sure the new outfit - black with red and orange filigree in a fiery pattern - that a member of Lady Belladonna's bodyguard detail had helped her pick out didn't need it, but for some reason, she felt compelled to look her best at that moment.

As they stepped back into the lounge, Weiss suddenly felt very self-conscious when she realized all three of the people in the room - the three people who were supposed to be the center of this meeting - were instead waiting and watching for them. Lady Belladonna had a distressingly speculative look on her face, while Blake looked distinctly... conflicted. Most annoying, however, was Sun, who had the smuggest, most self-satisfied grin on his face.

"You two sure took your time," Sun teased.

"Oh, knock it off, Sun," Neptune said, clearly annoyed, and for some reason, Weiss found herself smiling again.

"Now, where were we?" Lady Belladonna asked as Neptune and Weiss reclaimed their seats and set out the drinks.

Before anyone could answer, there came a booming, rumbling noise, and a series of bright flashes in the distance caught their notice. Weiss turned to stare in horror out the massive picture window overlooking the city, which was now blanketed with columns of smoke.

And diving through the smoke as they strafed the streets were unmistakable shapes.

"Are those the new Atlesian Skystrikers?" Neptune asked in confusion. "Why is Atlas attacking Vale?"

"Not Atlas," Lady Belladonna whispered in fear. "Decepticons."

"Who?" Neptune asked quizzically.

Weiss jumped, startled, as Lady Belladonna suddenly pulled her and Blake into a tight hug. "I have to go," she said, letting go and rising to her feet. She glanced at the boys as she ran out of the room, her bodyguard detail accompanying her. "Sun! Neptune! Keepmygirlssafe!"

"Can do, Missus B!" Sun called out to assure her.

"Did she say 'girl' or 'girls'?" asked Neptune curiously.

Sun shrugged. "Does it matter?"

"Let's go," Blake said, marching out the door. Weiss followed.

"Um, 'go'?" Sun asked as he and Neptune scrambled to catch up. "Go where?"

"We're getting a Bullhead, and we're going to help," she declared. Weiss nodded.

"Uh, Blake?" Sun protested. "Your mom-"

"She said to keep me safe," Blake interrupted. "She didn't say to keep me here."

"She's got you there, Bro," Neptune said. "Let's just go."

It wasn't long before the quartet was seated aboard a Bullhead, with Blake in the pilot's seat as she began powering it up. Weapons were ready, and so were they. They were helped along in that by the engines powering up and drowning out a good deal of the Grimm attack sirens that were still blaring all throughout the city. They saw a few other teams boarding other Bullheads, and rocket lockers were streaking through the sky overhead toward the city.

"Seriously? 'Team Brown'?" complained Neptune. "That's what we're going with?"

"Why not?" Sun asked. "B-W-W-N. Brown."

"Because that's just... ugh," Neptune answered, making a face. "Brown isn't even a real color. It's dark orange with context."

"I can't believe that that's what you're objecting to," Sun retorted. "LIke, aren't you wondering who the Decepticons are?"

"Are they the bad guys blowing up the city?"

Sun blinked at the blunt question. "Well... yeah."

Neptune shrugged. "Then that's all I need to know."

Sun raised a finger and opened his mouth, then frowned and lowered his finger. "Point."

Blake was rushing through her pre-flight checklist as fast as she dared, but as the Bullhead gently lifted into the air and toward the city, she was able to spare the attention needed to speak. "There's a lot of hot spots out there. Where are we going?"

"Comms?" Neptune asked.

There was a loud, ear-splitting squeal. "Jammed," reported Blake unnecessarily as she shut it off.

"Did you have to play that over the intercom instead of your headset?" asked Weiss in exasperation.

"Yes."

Weiss sighed and shook her downcast head.

"Have you got an idea of where we need to go, or have you just got complaints?!" snapped Blake, and then after a moment, she was much more conciliatory. "I'm sorry; I lost my composure there for a second."

"Then relax and remember that this is what we trained for," declared Neptune with a sweep of his hand in gesture to all that was seen in the canopy. "A breach of the city's defenses? Civilians in danger? Up a creek with water? This is what the Huntsmen were created for."

The snowcapped girl resisted the urge to remind Neptune that, no, this wasn't what Huntsmen were for; stopping things before it got this dire was what Huntsmen were for, was why the kingdoms poured millions of lien into the four Academies every year.

This... this was failure. It only remained to be seen how badly they had failed.

"Over there!" Sun called, pointing out the front canopy. Far ahead, over the ocean, an alien-looking airship loomed, moving ponderously to hover over Vale... and it was spitting out cylindrical pods to land in the city.

"Right," Blake said, nodding firmly. "I'll bet the jammer's on that airship. We take that down..."

"...the city's defenses will be able to coordinate," Sun finished.

"I feel like I should be the voice of reason here and point out that we're talking about flying through contested airspace to board a Decepticon mothership and destroy a device that none of us have any information on," Weiss objected. "A mothership, I might add, that is probably going to draw most of the city's anti-air fire and is going to be shooting back."

"Qui audet adipiscitur," said Neptune somberly, as if he was heroically steeling himself for the fight to come. At the curious expressions from Sun and Weiss, he explained, "It's an old saying my father had back when we were… well, that's not important. The important part is what it means: who dares wins."

"I'm coming up on one of those pods," Blake warned. "Let's see what- oh."

Weiss scowled at what they saw below. A dozen AK-130s marching down the street, wrecking anything in their path. "So that's where all those androids went."

"I could strafe-"

"We may need the ammo to breach that ship," Sun said, shaking his head, though Blake couldn't possibly see him.

"Look!" Neptune pointed. As the androids marched, another force emerged to oppose them, sixteen skeletons rising from the ground and meeting the androids with a charge. Machine guns fired, but for every skeleton that fell, another rose, and soon, they were fully engaged in melee. Behind the skeletons, they could see Team JAMM of Haven readying for battle while about a dozen civilians gave covering fire with an eclectic collection of firearms.

"Leave them to their jobs," Weiss said grimly, placing a firm hand on Blake's shoulder. "We've got our own to do."

Prowl roared down the streets of Vale as fast as he dared with traffic scrambling in the wake of the attack.

"The humans look like a tipped-over anthill," commented Vix.

Adam grunted wordlessly as Prowl swerved to plow into a pair of AK-130s as they jumped down to the street from a rooftop, knocking them to the side. A tractor-trailer going the opposite direction ran over them, and the Autobot kept rolling. It was just like during some of the more desperate sieges of the war; there was no time to stop and clear the road of debris... or the fallen.

"Nice hit," observed Vix.

"Sometimes, your own front grill can be your best weapon," replied Prowl, maneuvering onto the highway as he did so.

"I'd prefer to get an actual weapon," griped Adam, curling his hands around the steering wheel possessively. That was, after all, why they were going this direction; they were headed toward one of the White Fang's weapons caches, one that was only occasionally visited and thus, hopefully, one that hadn't been hit by the Decepticons.

Vix reached into his pants and pulled out a small pistol. "I got a Concordat Rainbow."

"I said an actual weapon," retorted Adam.

"Yeesh, alrighty then. Guy finds out he's got a-"

They were interrupted by the wailing of a siren, and a glance in the rearview mirror showed another VPD police cruiser roaring up behind them, lights flashing.

Adam glanced down at the dashboard. "We're speeding. Why does he care about speeding at a time like this?"

"Aren't we supposedly in a police car?" Vix reminded him.

"That's not-" Prowl was cut off as the police cruiser pulled up and brought its nose crashing sideways into Prowl's tail in a classic PIT maneuver, sending the Autobot spinning out of control.

They smashed off the highway and flew through the air. Feeling that the time for secrecy was past, Prowl transformed in mid-air and landed on the street below, with Vix and Adam in his hands. A few of the civilians left nearby seemed quite stunned by the display, but they would soon get used to it.

Almost immediately after, the other VPD car leapt from the highway and similarly transformed in mid-air to land dramatically just a few dozen meters away from them.

"Hello, Prowl," growled Barricade sadistically as he stared them down and brandished a studded mace. "Small universe, meeting my old partner in a place like this, isn't it?"

Prowl set the two White Fang members down and drew his tonfas, gazing into Barricade's optics, still searching for any trace of his old friend, the stuffy, by-the-book cop that had reined him in back at CySec before the war. And once again, he found nothing.

"Too small by far, traitor," he said.

Barricade's face twisted into a snarl. "Bold word, coming from you."

"Barricade, I-"

"You left me to die!"

"That wasn't how it went down, and you know it. You should know it."

"The only thing I know," Barricade said as he activated something on his studded mace that made it glow, "is that you and me, we're going to have an ending to things tonight."

"So be it," replied Prowl as his tonfas deployed with sparking electricity. "Adam, Vix, get out of here. This is something I need to do myself."

The civilians took that as their cue to leave as fast as they possibly could, and Vix couldn't help but stare at how everyone - even the two guys with ten rocket launchers strapped to their backs between them! - was going along with this.

"Are we really doing this?" asked the reindeer faunus in disbelief.

"Yes," was Adam's simple reply as he took off down another street.

Lugnut had a job to do, one he was uniquely qualified for. Well, he actually had two jobs tonight, and the other one was one His Gloriousness Lord Megatron would not entrust to anyone else, but that job would come later.

He was in his alt-mode, a bomber aircraft unlike anything seen on Remnant, as he flew behind the wave of Seekers at a much more sedate, subsonic speed but at a much higher altitude, far enough above the cloud cover to avoid easy detection, but as the Seekers below peeled off to strike their targets, he flew straight and true, for his target was furthest away, and as he approached it, he wheeled around and began to dive.

Streaking out of the sky like a meteor toward the southeastern part of the outermost wall protecting Vale from the Grimm, Lugnut transformed and drew back his fist.

"PUNCH OF KILL EVERYTHING!"

"I still can't believe we left him to fight that bastard on his own," cursed Vix furiously as he ran across the rooftops following Adam.

"He is a ninja," replied Adam casually before jumping across an alley gap to the next rooftop.

"That doesn't explain anything!" complained the reindeer faunus as he too landed, then looked up to see an old man in a flak vest and helmet setting up what looked like a stack of MANPADS with ammo. "Uh, hello. Got any guns?"

The old man shook his head. "No, just explosives. Gotta get them ready for when the flying Grimm manage to overwhelm the defenses and enter the city."

Vix let out a heavy sigh that made his lips flap. "Of course. Sorry for bothering you."

As he moved to run on to the next rooftop, the old man spoke up again. "Hey, aren't you folks supposed to be murderous anti-human terrorists?"

"Yeah, well, we got distracted, okay?!" shot back Vix.

The old man nodded. "Well, it happens. Best of luck to the both of you, ya hear? It's only going to get worse out here before it gets better."

The reindeer faunus shook his head and resumed his run across the rooftops, not following Adam at all but instead following the plume of smoke rising from where one of their holdouts once stood. Eventually, he had to leap down to street level to close the final distance to the car dealership which had been serving as a ground vehicle procurement and deployment facility, and he did so without thought. When he found his leader crouched behind one of the cars, he found himself growing rather worried though.

"What's wrong, Boss?" asked Vix. Adam merely pointed over the body of the car, and he looked over in the direction of the pointed finger only to curse and duck back down. "The fuzz."

Around the burning building that used to be the offices of the car dealership were scattered elements of the White Fang, but also firefighters, paramedics, and soldiers wearing the uniform of the Royal Army.

"Since when did they become a thing? I thought they were just weekend warriors!" asked Vix in exasperation and fear.

Adam shrugged. "Someone had to take over after Atlas left. Why not Vale's own military?"

"They're not supposed to have a real military!" harshly hissed Vix with wide eyes. "Now they do, and they've got our guys captured."

"Do they?" Adam asked. "I don't see restraints on anyone."

"And the armored truck?" Vix shot back. "That's a paddy wagon."

"No, that's Bulkhead."

"How can you tell?"

"A police van wouldn't look that nervous."

"Again, how can you tell?"

Instead of answering, Adam rose to his feet and walked purposefully toward one of the Royal Army officers.

Vix let out another curse and chased after his leader, hand ready to grab his hidden pistol.

The Royal Army officer he was walking to noticed them and snapped his rifle up before lowering it.

"Captain," said Adam evenly.

"Adam Taurus," greeted the officer in reply. "There's a warrant for your arrest in three kingdoms."

"Is one of them Vale?" asked Adam casually.

"Yeah, but we're in the middle of a level seven Grimm incursion; warrants are temporarily suspended for anyone helping in the city's defense," answered the man, whose nametag Vix could now read as Lennox. "You gonna fight the Decepticons?"

Vix could barely contain his shock, and while Adam had his mask, it was clear that he was surprised too. "I'm... looking for someone. But yes, I will."

"Not without a weapon you won't," said Lennox before flipping his rifle to the side and tossing it towards Adam.

The boss caught it and then proceeded to examine it. It looked like it was fully functional. Safety was on, but… an arm of the Valish government had just tossed a loaded weapon at one of the deadliest people in the White Fang and told him to use it.

Not that he was leaving himself unarmed, as evidenced by him pulling out another rifle from behind his back.

"Adam!" called out one of the White Fang who had been tending to the wounded, still in his hooded uniform and mask, as he ran up. "Uh, sir. Glad to see you. We, uh, haven't managed to evacuate like you ordered us to."

"The wounded are the priority," replied Adam sternly. "If you want to join in the defense of the city and get some payback on Starscream and his merry band of bombers, that's your choice. I don't think anyone will begrudge you the chance."

"We'd be idiots if we did," said Lennox simply. "We need all the allies we can get right now."

"I couldn't agree more," replied Adam before shouting to the big van. "Bulkhead, get ready to roll on out of here."

Then, just as Adam had predicted, the van transformed from what it was into the familiar-ish form of the big green Autobot engineer, Bulkhead.

"Oh, thank Primus," Bulkhead exclaimed. "I was so worried they'd figure out what I am and think I was a Decepticon."

Lennox cocked an eyebrow, not even having the courtesy to look fazed. "And you're using the White Fang as your character references?"

Bulkhead paused to consider that. "...I didn't think this through very well, did I?"

"No, but you should be fine, save for the endless ribbing," replied Lennox, his gaze switching between Bulkhead and the various White Fang members. "There's a lot of things going on right now, but do you think we could hitch a ride to the wall?"

"This is an outrage!" shouted Ambassador Fanfarinet of Vale in the chamber of the Atlesian Provisional Council. "The Kingdom of Vale demands to know why Atlas has attacked us!"

"We're still attempting to ascertain exactly what is going on, Ambassador, but the jamming is making that close to impossible," answered General Colton calmly. "The fact of the matter is that we have no idea what's going on right now."

"Lies and slander!" declared Councilor Sylvia dramatically. "This is clearly an attempt at world domination. All the praise has gone to your head, General Colton, and now you think that you are a god that can seize territory for your own aggrandizement and shatter the peace that has existed since the end of the Great War."

All those assembled looked at her in confusion.

"What," answered Colton flatly.

"I'm sure that General Colton had no idea that this attack was about to take place," placated Sleet.

"Then he is an old fool who has lost control of the military," hissed Sylvia. "I move that-"

"You'll not be moving anything anymore!" shouted General Flagg as the doors banged open to allow him into the room with specialists like Targeter and Duke flanking him.

"What?!" roared Sylvia in reply, and then her gaze briefly shifted to the live cameras in the room. "So, you admit it then, the military is planning to take over Atlas and then the world. Why else would you be here?"

"Because it's not their plan!" shouted a voice so very much like the councilor's as another figure came into the room that looked like Sylvia after being knocked around enough that the medic by her side was a necessary precaution. "It's yours!"

There was a series of gasps from many of the people assembled.

"What?!" repeated the Sylvia in a suit. "But how did you escape my dungeon?"

"The daring gallantry of Atlas's servicemen and women," replied the ragged Sylvia easily in a voice that seemed to be laughing at the danger.

"Hmm, how sickeningly poetic, but you're still too late," sneered the Sylvia on the council.

Still confused, Fanfarinet asked the obvious question. "I don't get it. How can there be two Sylvias?"

"She's a changeling!" declared the beaten Sylvia to the rest of those in attendance. "She takes the form of someone you know and gains power by feeding off your trust in them."

In reply, the eyes of the prim and proper Sylvia glowed a sickly green, and then she was engulfed in a towering inferno of emerald flames. She burned, and as she did, her body seemed to disintegrate. Her fair complexion was replaced by a deathly pallor, her hair become teal with holes cut out of its rattiness, tattered insect-like wings grew out of her back, her smile became fanged and maniacal, and her eyes changed from mirrored silver to a mucus-like green. Even her clothes had changed, becoming something much less suitable to a business formal environment.

She laughed, evilly and wickedly as she came down on those repugnant wings to land in front of the rest of the council. "Right you are, Councilor. After all, your earnest face and position on the council made it easy to gain all the power in the land. First, I did it because I led the Atlas chapter of the White Fang, but that fool I left in command ruined everything with her failure to keep secure one measly teenager in a cave with a box of scraps! Now I'm doing this because I'm the only one who can and because my control of Atlas is now complete. Thank you for this, actually. You have no idea how hard it was to restrain myself all these years. It feels wonderful to finally cut loose!"

"She was being restrained?" asked Duke incredulously.

"But you've already failed!" criticized Sylvia, the real Sylvia. "Now that you've been revealed, no one will follow you."

Another dark chuckle escaped the lips of the imposter. "Oh, but that's where you're wrong. The White Fang might have failed, but I have not been idle and have found new minions. The second are a group of mercenaries I hired who are skilled in these matters: the Dreadnoks."

On that cue, the doors on the side of the chamber burst down, and a group of thugs on motorbikes rode in to circle the real councilor and the military personnel, hooting and hollering the whole way while brandishing all manner of weapons from tire irons to flamethrowers.

"How could you let her escape?" she demanded.

"Oi, we left her with those tin men like you said to," one of them - blond with sunglasses and a chainsaw - retorted.

The imposter stared at him for a long moment.

"The first was Soundwave and the Decepticons," she continued, as if the brief interruption hadn't occurred. "They gave me the resources to seize the total control that so rightfully belongs to me."

She took out a hidden controller and pressed a button. There was a delay, and then suddenly, there was the sound of clanking steps and screaming voices. All across the city, similar situations were arising as legions of androids emerged from hidden caches and did their dark deeds, just like those that marched into the room and saluted in a terrible parody of soldiers.

"Hail to the Queen!" shouted the combat androids in unison. "Hail Chrysalis! Hail Queen Chrysalis! Hail! Hail! Hail!"

"Pretty slick," complimented Colton as he got up from his seat. "Don't you think the coronation's a bit premature, though?"

"Oh, General, ever the optimist," mocked Chrysalis. "It's just a shame that you had to live up to the legend. Why couldn't you be as corrupt and easy to manipulate as the other councilors? Sleet sold the kingdom out in exchange for keeping that affair secret from his wife, and Camilla just accepted bribes and support for her pet projects. It didn't have to be this way. Why did you have to be so noble?"

Camilla and Sleet's expressions were mixed, but they both seemed to know that they were finished.

Colton smiled cockily. "Just doing my job, ma'am."

Chrysalis's smile was far more cruel. "Then it is fortunate for me that dying is part of your job description!"

With that, Chrysalis pressed another key on the controls in her hand, and all the council seats exploded into fireballs and concussion waves, engulfing all those councilors who were still at their desks.

"No!" shouted Targeter in horror.

"I win," gloated Chrysalis before she laughed again, and this time, the mad sound echoed off the walls with wickedness and malice without respite.

Team JNPR was out on the town together on what was most emphatically not a double date. It was a bit delayed, but they were taking the night out to celebrate... well, a lot of things: their victory in the Vytal Tournament, a certain couple's upcoming nuptials, the intel on the Decepticons they were finally able to access.

So when the city started exploding, culminating in a brilliant flash over the southeastern defenses, they ran - like any Huntsman would - in the opposite direction of the bulk of the crowd: toward the signs of trouble, eventually taking the high road to bypass the aforementioned crowds making their way to the shelters. Many of the civilians were armed, of course, but some were clearly more concerned with getting their unarmed fellows - friends and family - to the shelters first, where they would serve as a last line of defense. Other armed civilians were fighting through the waves of unarmed people to help with the defense, with markedly less success than Team JNPR, whose aura-infused leaps propelled them from roof to roof.

Finally, they spotted a familiar face directing militia members. Captain Lennox of NEST had evidently taken charge near the innermost wall and was coordinating a defense with the armed civilians, police, and military already there. It was no small feat with wireless transmissions jammed, but he seemed to be handling himself well.

They dropped down at an intersection near the gathering... as did an Atlesian team vectoring in from another direction. It was Ruby and Sun's friend Penny's team, Team APRC, though Penny, for some reason, was wearing a suit of powered armor much like Mad Dog's that they hadn't seen before. It was different in shape and color, but it still had that same overall bulky aesthetic. Even with the full helmet, the signature sword-hoverboard she rode in on made her instantly recognizable.

And then they saw the two White Fang standing near the familiar face.

The eight Huntsmen students shifted, drawing up their weapons. Jaune brought his shield up, while Pyrrha brandished Miló and Akoúo̱, the former in sword form. Nora brought Magnhild up in grenade launcher mode, while Ren had StormFlower leveled.

Aska brought her own sword up, while Ciel hopped back to gain some distance as she raised Distant Thunder. Missile pods on Rufus's shoulders opened up, and Penny's swords floated out to point at the White Fang.

And the two White Fang responded in kind. They seemed to be armed with standard-issue militia battle rifles; one of them wore a typical White Fang mask and had reindeer antlers sprouting from his head, while the other - with bull horns - had a fancier mask and was dressed all in black and red.

Around them, militia members and police officers raised their own weapons, though they seemed uncertain who to point them at.

"Whoa, whoa, whoa!" Captain Lennox called, holding his hands up as he stepped out from between the two White Fang to stand between the two groups. "Cool it. We're all on the same side here tonight."

The bull faunus was the first to lower his rifle.

"He's right," he said. He reached over and to the other White Fang member's rifle and pushed it down. "The Grimm and the Decepticons are our enemy tonight, Brother."

Jaune felt a chill run down his spine. "How do you know about the Decepticons?"

"My sister and I fought them," was the answer.

Surprisingly, it was Ciel who lowered her weapon next as she tilted her head. "It seems Ruby was understating the situation if you are her brother, Adam Taurus."

"What?" the bull faunus - Adam - sputtered. "I was talking about Sunfire. I mean Yang."

The NEST soldiers and student Huntsmen did a double take and stared at him as his words registered.

"...but Ruby is Yang's sister," Penny pointed out as she and the other Huntsman students lowered their weapons. "So if you're Yang's brother, that makes you Ruby's brother too."

Adam scowled. "On Mother's side."

"Ya really think that's gonna make a difference?" Nora snorted.

"Wait, his sister's that little girl who ran into the middle of a three-way firefight and got shot?" asked one the militia members, who was quickly shushed by someone else. "I'm just saying, he really should have taught her to be less reckless."

Lennox sighed, then looked over at the eight Huntsmen. "All right, now that that's settled, what are you kids doing here? You're students, and this is only a level seven Grimm incursion. You should be heading to the shelters to help defend the civilians."

"With all due respect, sir," Jaune said, "that's not happening. It's only a level seven if you ignore the Decepticons, and I think we all know it's gonna get worse before it gets better."

At that, Ciel stepped forward and spoke, "'I may not see our glory, but I will gladly join the fight.'"

Her fellow students nodded in agreement, Nora punching the palm of her other hand.

Lennox scowled. "And the rest of the verse?"

At that, Ciel bowed her head silently.

Jaune felt Pyrrha's hand clasp his own, and he glanced over, smiling nervously. Blue eyes met green before she looked back at Captain Lennox and answered in Ciel's place with a strong and clear voice, "'And when our children tell our story, they'll tell the story of tonight.'"

Lennox nodded, then relented, "Pretty sure none of you have kids yet, so you'd all better make sure you live through this. Don't play hero."

The eight Huntsmen students chorused in agreement.

"Now, that thing blew a gaping hole in the outer wall," Lennox said, "but the second wall's holding. There are still survivors holed up in some of the fortifications beyond the outer wall."

"We'll get them out," Jaune declared. Team JNPR and Team APRC nodded in agreement.

"What I was hoping to hear," Lennox said. "Follow me."

But as he turned, Adam cut in. "There are other issues. My sister is out there, and the Decepticons will likely be targeting her." He smirked cockily. "She and I... we've caused them a fair bit of trouble this past year."

Jaune considered that, then nodded. "Okay, new plan. Apricot, you go with Captain Lennox. Juniper, we'll go with Adam and..." He trailed off, looking at Adam's companion.

"Vix," came the growled reply.

"And Vix," Jaune finished, "to find Yang and Ruby." At the curious looks, he added, "You're not the only ones who've been giving the Decepticons ulcers lately."

Adam frowned.

"And I know where they were planning on going tonight," he added.

"Fine," Adam growled. "Follow me. Bulkhead can carry us."

Team JNPR exchanged curious looks, and as they followed Adam, Jaune murmured to Pyrrha, "So, uh, that quote, what was that about?"

"Late in the Great War, four senior officers within Mantle's military conspired to overthrow the king and end the anti-self expression policies," she explained, keeping her voice low. "They failed and were executed for their efforts, but today, they are recognized and honored as Atlas's first Huntsmen. Those lines are from a play retelling their story; it's very popular in the Atlesian military and within certain circles in Mistral." She glanced at Nora. "I've always wondered: Were you named for that play? Or are you perhaps... related somehow?"

Nora shrugged. "Not a clue," she said quietly. "Never got a chance to ask."

Ren reached out and grasped Nora's hand comfortingly, and the team turned their attention back to the task at hand as they approached an armored truck.

"Bulkhead," Adam said, "we have some guides who know where Sunfire was heading today." He glanced at them and patted the truck. "This is Bulkhead. He's an Autobot."

Team JNPR immediately stepped back and drew their weapons again.

"He's on our side," Adam growled.

"Really?" Jaune asked skeptically.

"I, uh, I guess you're the guys who met Cliffjumper, huh?" the truck rumbled in response, sounding... embarrassed? "We're not all like that. I promise."

"Roger me! Wilco me! Anything! Hello hello, anyone?"

Tai gripped Jazz's steering wheel as the Autobot tried to get in contact with, well, anyone, but it seemed the jamming was quite thorough. They were driving westward on through the residential district, having just left Beacon when the attack started. This was more than just a Grimm incursion, after all, and if there was one place he wanted to be when the city was under attack, it was with his girls, making sure they were safe.

It wasn't that he didn't trust his girls to take care of themselves, even in the middle of an alien invasion, but his sister-in-law would kill him if anything happened to Ruby. Especially after she had run headlong into a three-way firefight and gotten herself shot.

"On your left."

High-beam headlights flashed as a vehicle pulled up alongside them from the south, and Tai reflexively glanced at it, giving a double-take when he realized who was in the armored truck.

"Bulkhead, it's good to see you," Jazz replied. "Who's with you?"

"Adam and Team Juniper," came Bulkhead's response. "We're heading out to find Ruby and Yang. We just came from the wall. Outer wall and defenses are down, but the second wall's holding."

"The Nemesis just came in from the ocean," Jazz noted. "There's probably going to be heavy fighting there."

It was at that point, the two Autobots slowed to a halt. Up ahead, part of the highway had collapsed; they'd need to find another way.

"Well, that's a bust, observed Bulkhead.

"Take that off-ramp," Tai suggested. "We can cut through Lost Valley Square and take the next on-ramp."

"You got it." The two Autobots made for the off-ramp, but as they entered Lost Valley Square, Bulkhead slowed.

"Hold up," the big green Autobot said. "You feel that?"

"Yeah," Jazz said as he too slowed. "What is that?"

As if in response, an explosion sent a geyser of earth and debris up from the ground in front of them, and three large shapes emerged. Jazz and Bulkhead both revved in reverse to get some distance before their doors swung open.

Taking the cue, the five humans and one faunus dismounted, allowing the two Autobots to transform.

"What's going?" Tai asked as the dust settled, revealing a trio of transformers - Decepticons - standing there.

"That's the Decepticon Demolition Team," identified Jazz. "Broadside, Sledge, and Wideload."

"Combat engineers," Bulkhead supplied grimly.

"Let's get moving!" one of the Decepticons roared, but the two Autobots, five Huntsmen, and Adam moved to bar their way.

"What's the rush, Broadside?" Bulkhead asked genially.

"Out of our way, Bulk," Broadside snarled. "Unless you want us all to get swarmed by the Primus-forsaken Grimm that'll be pouring through those old subway tunnels any minute now."

"So that was Cinder's plan," Adam hissed before crouching back.

"Adam, wait!" Tai called, but it was too late, as Adam had launched himself at Broadside.

The battle was joined, and Tai was left wondering why his kids liked throwing themselves into danger like this. Where had he gone wrong?

This was not the first time Colonel Sky Beak of Vale's Royal Air Lancers had fired his guns in anger, but it was the first time his targets weren't Grimm. It was also the first time he was doing so from the cockpit of a MARS Firebat; the Royal Air Lancers had only just recently received the new fighter craft. While he remained far more comfortable with the Longhorn, he could readily acknowledge that the Firebat was proving itself a superior airframe... for this situation, at least. The FV-27 Longhorn - a sleek and slender little dogfighting airship based very loosely on the Bullhead - was more agile, making it, in his opinion, still the better choice for fighting Grimm, but both the Firebat and the Skystriker he was pursuing easily outstripped the Longhorn in raw speed.

Now if only the guns worked as advertised.

He depressed the firing stud and sent twin streams of shells at his target. He was sure he had hit the Skystriker in front of him, but it remained frustratingly undamaged. The one-inchers he was firing were hardly small rounds, and he'd seen the specs on the Skystriker. The armor was tough, but to get it airborne on such a small frame, it couldn't be that tough.

Suddenly, a shape as black as night streaked over his right wing and past the Skystriker, releasing something as it passed. There was a brief rocket flare from the deployed payload before it struck the Skystriker in the nose and exploded, sending his target tumbling through the air and toward the city below.

"This is Crucis Two," came a female voice over his comms - laser, of course, given the radio jamming - as the black shape looped around at blinding speeds and began pacing his Firebat, resolving into the recognizable and simply gorgeous silhouette of a MARS Night Raven. "Hope you don't mind, but you looked like you could use the help."

"Much obliged, Crucis Two," he replied, suppressing the chill that ran down his spine. Crucis Two, after all, was the designated callsign for any aircraft carrying the First Lady of Menagerie. What was she doing in a furball like this?

Booming and zooming, evidently.

He broke off as a half-dozen of the Skystrikers flew past, pursued by a flight of five unfamiliar - almost alien-looking - aircraft, all painted in bright whites and reds.

And these airships didn't have any trouble chewing through the Skystrikers, he noted, as one of the Skystrikers' engines flamed out before the aircraft began heeling over into a nosedive.

Who are these guys? he wondered as the formation broke off and split apart. One of them fell in formation with him and Crucis Two's Night Raven.

"Silverbolt to Vale defenders," a male voice called over his laser comms, as if in answer to his silent question. "I'm one of five Aerialbots. We're here to help. Transmitting IFF. Please tag us as friendly."

Sky Beak checked his instruments and then lasercommed command to mark them as neutrals. They might be willing to help, but he still didn't know who they were. If they could pull their weight, that was a different matter.

"Silverbolt, this is Colonel Sky Beak; I've updated command, but given the jamming, I can't guarantee all our defenses will be immediately updated."

"Much obliged; now let's foil Starscream's plans," declared Silverbolt before pulling off for another attack run.

It was something of a sentiment that the Decepticon in question loathed, even if it was to be perfectly expected.

"Curses! Those Autobot fools are ruining my plans!" whined Starscream as he banked to the outskirts of the fight. "Even with my new Jet Vehicons, they are butting in far too much. Insolent fools!"

"Don't worry, Boss. With you on our side, I'm sure we'll win," Skywarp lied cheerfully.

"Of course I can win!" insisted Starscream. "Unfortunately, you scrapbrains will have to manage on your own. I have more important things to do."

With that, Starscream banked up and around hard before blasting off in a burst of speed, and it was as his form was retreating that something in Skywarp broke.

"That's it; I'm through taking orders from him!" yelled Skywarp defiantly as he lanced out towards one of the black enemies that had just pulled out of a dive.

The Decepticon Seeker flew out alongside the plane and then emitted a bright blue scanning beam that swept its foe from nose to tail. When it was completed, Skywarp began to break apart and reformat himself into a sleeker form. Within moments, the old Skystriker was gone, replaced by a recolored copy of the MARS brand Night Raven.

"Oh, that feels so good!" hollered Skywarp in joy as he rolled away and into the open air. "I'm free! I'm free!"

It was then that rounds from the locals' weapons began to ping off his aura.

"I'm under fire!" squealed Skywarp, accelerating away. "No. Can't run. Starscream's not here anymore, and I'm not following his plan. All down to the wire. Do or die... Let's get dangerous."

With that, Skywarp boosted back into the battle, rallying the other Seekers to his banner.

The Kingdom of Vale… did not have the best defenses. Oh, sure, they were decent; they might have even been considered good when they were first constructed. The trouble was that maintenance and upgrades for the massive walls and layers of defense outside the city just kept getting passed over in budgets for reasons that, while they had seemed good at the time, now appeared to just be a total waste.

The now was the Grimm flooding up against the defenses in a great black and white horde like a carpet of death. Everywhere along the line, attacks were taking place, but it was the point where the forces of NEST had made their stand that was facing the greatest concentration of Grimm. At least, that was the impression they had gotten before the landlines had been cut.

The fact that the landlines had been cut by a series of apocalyptically large explosions had certainly helped that impression along, though.

"Where's our air support?!" demanded Fig as he emptied the last of his laser rifle's battery into the closest oncoming Beowolf. "I'm out!"

"Man, the only thing I've been able to hear that isn't static is Starscream's recorded monologue!" shouted back Epps, his own rifle running low on ammunition too, judging by the coloring of the transparent window in the magazine.

They were there along with four other NEST soldiers in a pillbox and attached dugout that was being overrun by the Grimm, and the pillbox had been turned into a rubble pile five minutes prior when a Goliath had killed itself by tripping and falling into it.

The sun was setting at that point, casting long shadows across the broken landscape where once the multi-layered defenses of Vale had stood in front of three proud walls that were now so many craters.

"Oh, God," prayed Fig, not noticing - though Epps would probably insist that he did - that he was slipping into another language as he did so. "Oh, God, we ask that you send down your angels to save us and protect us from these demons of fear and despair. Oh, God, we ask that their aims be true and their hands swift. Oh, God, we ask that your holy spirit may come and fill our hearts with the courage to continue-"

"Look out!" called out Epps.

A Giant Nevermore was descending like a stone towards them now, claws outstretched and evil eyes glowing with wicked intent.

Its head exploded out one side, and it crashed into the ground short of the small hill that the dugout rested on top of.

Another series of booming cracks rang out, clear as a bell even amongst the sound of battle, and more Grimm fell. Streaking missiles and flashing lasers filled the air too, but it was that thunderous rifle fire that filled them with hope anew. Suddenly, the monsters that compassed about them seemed small and petty, and their wicked designs were seen to be thrown aside with but a pittance of effort.

It was into that where a young woman, with skin the complexion of the most heroic bronze and a gold bindi upon her forehead shining brightly in concert with sky blue eyes, leapt onto the battlement. She was carrying a massive anti-materiel rifle in her hands, and she stood with her back to the west. The light of the setting sun was brighter than any they had ever seen in their lives, and yet somehow still, her expression of kindness and protection was rendered in perfect clarity though her head was framed by a halo so bright that her black hair shone like the brightest stars.

"I believe it is time to leave," she said in a calm voice that carried to all their ears.

Without waiting for an explanation, the NEST soldiers began their fighting retreat back to what remained of the walls with cover from the woman and those three Atlesians who moved with her.

And as they moved out, Fig finished his prayer with wide eyes and a pointing finger. "Oh, there's a story behind this, I know it."

In the chaos of the battle, with fires raging, legions of Atlesian Knights wreaking havoc, and the Grimm now throwing themselves at the middle wall - the outer wall having fallen after... whatever that was had blown a great big gaping hole in it - nobody even noticed when six heavy vehicles that many had seen at a construction site for the past three weeks began to move. Hardly anyone paid any attention to them making their way past the inner wall toward the middle wall. Those few that did appreciated the bravery and efforts of their operators. After all, quick-setting cement, earthmovers, and similar vehicles could be used to shore up the defenses or seal any breaches, while those who operated them were unlikely to be trained Huntsmen; right now, anyone with those skills were in too high a demand to waste on something even as valuable as combat engineering.

Lennox walked up to the lead vehicle, a payloader, and rapped on the window as the little convoy ground to a halt at the outermost wall that still held. "Hey!" he called to the driver. "Back it up! This wall's holding, and you're just going to get in the way."

The hard-hatted driver turned his head slowly to look at him and... flickered?

"Wha-?"

Something massive struck Lennox across the chest, sending him flying. It would have crushed his ribcage if it weren't for his aura. Soon, he found himself looking up as the payloader - indeed, all six vehicles in the convoy of construction equipment - transformed.

"Decepticons..." Lennox muttered.

"Constructicons, actually. The name's Scrapper," the leader sneered at Lennox, then turned to his fellows. "Bonecrusher! Scavenger! Mixmaster! Hook! Long Haul! Merge for the kill!"

Lennox watched in terrified awe as the six construction vehicles - the six Constructicons - transformed, reshaping themselves and merging together until, where had stood a robot and five construction vehicles, there now stood a single humanoid robot, towering over them all, a head - his head, that is - taller even than the city walls themselves.

The nearest of which he was reaching toward, his hands gripping the top as he began to tear it down, ignoring the massed small arms fire coming from the desperate Huntsmen and militiamen manning the wall.

But a thunderous explosion sounded behind the robotic giant, at the inner wall, when the explosives the Constructicons had covertly placed over the past few weeks deep underneath detonated.

And as the titanic Decepticon tore the second wall down, the Grimm came pouring in around him, now with a clear path to the city itself, and Vale's defenders now had much more pressing matters to worry about.

Megatron smiled as he watched from the Nemesis's ventral hatch. He could sense the fear as Devastator began tearing open the middle wall, compounded by the breach the Demolition Team had broken into the very heart of the city, and that fear turned to barely controlled panic as the charges the Constructicons had painstakingly laid under the inner wall over the past month detonated, bringing an entire section of it crashing down and opening the way for any Grimm that slipped past the defenders to enter the city proper. Perhaps the defenders would rally, but the city would suffer.

Not that he cared what happened to the city of Vale. True, the White Fang that hid in the city had become a thorn in his side with their constant raids on SDC convoys, but that would no longer be a concern, and with the intel on their locations…

No, he didn't care. But there were those who would.

"Their defenses are broken!" he announced. "Let the slaughter begin!"

With that, he leaped from the ship and toward the city below.

"These things are annoying!" Yang complained as she punch-blasted another Atlesian Knight - this one a positively ancient AK-90 - to pieces, its red lights dimming, only to be faced with more. "How many of these things do they have?"

"A lot," Ruby answered as she cut down one, then shot another. "Like, a lot a lot. Weiss did some digging, back when we started looking into this, and when androids were decommissioned for new ones, they kind of... disappeared from the inventory."

"Wonderful," growled Yang. "You know, this would be a lot easier if Uncle Qrow hadn't skipped out on us!"

A pair of purple and black cars drove up as they finally dispatched the last of the reprogrammed combat androids around them, and Bumblebee turned to face them. "Vehicons," he hissed.

"Wait, Bumblebee!" Ruby called out. "They're-!"

"I know," Bumblebee nodded solemnly as he charged at them. "I remember."

Something tickled the hairs on the back of Yang's neck, and she looked around, then up, to see a transformer hurtling to the ground.

"Ruby! Bee!" she called out in warning.

The skydiving transformer - black and gunmetal grey - transformed in mid-air, just before impact, shaking the ground and leaving an impact crater. The Decepticon's alt-mode - some kind of tracked vehicle with a turret on top that mounted a fierce-looking cannon - crawled out of the crater toward them with a chilling inevitability.

"What is that?" Ruby asked in horrified wonder.

"I... I don't know," Yang said, shaking her head.

It was like nothing ever seen on Remnant, and it was so completely alien that she couldn't even think of a word for it.

"Megatron," Bumblebee supplied, throwing a Vehicon back.

Yang shook her head. "Things can't possibly get any worse."

As if on cue, the ground rumbled again, and water washed across their feet. The two sisters turned as a titanic, crocodilian head emerged from the water in the distance, followed by the rest of the Grimm as it plodded inexorably toward the city.

The Leviathan threw its head back and roared.

"It's worse," observed Ruby.

Author's Note 1 (Cyclone):

First, we did say that a Leviathan would be arriving in this chapter. We meant it.

Starhead Industrial Company is from the Japan-only light novel RWBY: The Session, of which we could only find a partial translation, so we don't know all that goes on in it; we just yoinked the company. They're a Vale-based company that specializes in animal-form robots, and I thought Grimm-form robots for training students at Beacon was an easy and obvious step further from that. I really wanted to include them somewhere, but we don't really do much with the actual school setting, so the opportunity just never came up before.

Oh, and Lugnut's back! With his signature P.O.K.E.! We haven't seen him in a while, so... yay?

Weiss continues to take over the writing. Well, sort of. We ended up reattributing the relevant line to Sun in the end because it didn't fit Weiss through successive edits of the scene, but we did not plan for them to attempt to board the Nemesis. Still, there you go. Should be interesting to see how that pans out.

Author's Note 2 (Cody MacArthur Fett):

So, that bit where Skywarp transformed into a Night Raven? That's actually a reference to Transformers: Earth Wars, a mobile game where that's one of the special versions of Skywarp.

DJ Martinez is actually the OC of my old friend Shinzakura and she was the star of his All-American Girl story, though she's also appeared in some of his other stories and the stories of my other friend BlueBastard. In her debut story she's just the civilian wife of a Navy man with two kids who gets wrapped up in crazy events because of her crazy pony relatives who can't accept that, no, some bridges can't be rebuilt no matter how hard you try. However, in another series starring Sunset Shimmer she appeared in the human world as a police officer. It's that interpretation that served as the basis for her appearance here. Taken out though is perhaps one of her most iconic features: she swears like a sailor. (It might get added back in though later on as a Captain Haddock reference.) As for why she's here: she's there to provide a view of what the normal people are doing, and she's there as set up for something that will happen a volume or two down the line.

Chrysalis… OK, it might not be the best scene, but it was the most fun to write. She's just so enjoyable, and hey! Now she doesn't have to hold back anymore. And yes, for those who are curious, this is basically another way that our story and SAPR are mirror universes. In this world, Chrysalis' plan to infiltrate the Atlesian council succeeded.

As a final note… how many cliffhangers do y'all reckon are in this chapter?