Volume III: Episode 14: Bonds


Two dozen or so people - both human and faunus - huddled together in the back room of Tukson's Book Trade. The nearest shelter was packed full, and the next closest was where one of the pods launched from the airship menacing the city from above had landed. Hunkered down behind the counter, Tukson himself clutched a double-barrelled shotgun, peering cautiously over the countertop as a quartet of AK-130s trooped past on the street outside.

One of the AKs paused and turned to look at the darkened storefront. With the lights off, the tinted windows offered a fair amount of concealment, but it seemed not to deter the AKs as the other three androids stopped and joined the first one at peering into the store. The AKs raised their arms, transforming them into guns, and opened fire, shattering the picture windows and stitching rounds across the back wall. In the back room, someone screamed.

The androids marched in across the broken glass, and Tukson popped out, unloading one barrel into the first one. He switched targets and fired the other barrel, taking down the second one before ducking back down behind the counter. At this range, without aura, the androids fell easily, the armor-piercing sabot slugs he had loaded cleanly punching through armor designed to protect against knives, pistol-caliber ammunition, and only the weakest Grimm attacks.

As bullets hammered into the counter but failed to penetrate the concealed armor, he reloaded and reflected that there were some benefits to some of the rasher decisions of his youth.

The gunfire stopped, and one of the AK-130s vaulted over the countertop, only to take a slug to the chest. He waited, listening for the last AK's footsteps as it tromped closer.

A gunshot sounded, followed by a crackle and a thump on the other side of the counter. Tukson looked up to see a human woman, dark-haired and green-eyed - it was Rebecca DuBois; she ran DuBois' Insights, a clothier across the street - holding a large revolver in an isosceles stance. She smirked at him.

"Can't let you have all the fun, can we?"


The battlefield had shifted.

What was supposed to have been a simple smashing raid had turned into an extended dogfight above an urban area covered with anti-aircraft artillery. They'd shot down a few of the squishies' planes, but the locals had downed plenty of Starscream's new Jet Vehicons as well. What. A. Shock. Then the Aerialbots had joined the fight, and things really went sideways.

Starscream had bugged off somewhere - which, in Slipstream's personal opinion, vastly improved their odds - and Skywarp had apparently decided to reformat himself in the middle of a dogfight for some reason. The newly-reformatted Seeker lieutenant had taken charge, but at the moment, Slipstream was a little too concerned with staying alive to pay that much attention to Skywarp.

She was glad they at least had weight of numbers on their side; it gave the Autobots something other than her to shoot at. Back on Cybertron, the Decepticons had dominated the skies for millions of years; the fact that the Aerialbots were still alive after all that time was a testament to their skills.

It was almost certain that each of those five Autobots had more aerial kills than there were Decepticons on this entire wretched planet, and she had no intention of adding herself to any of their tallies.

She had Nova Storm flying her wing, as usual, and they were currently closing in on the tail of one of the Aerialbots, Air Raid.

The Autobot suddenly hit his air brakes and transformed, Slipstream and Nova Storm following suit a split-second later, arcing out to give him a wide berth as they maneuvered to flank him. Air Raid turned to Nova Storm and fired his torque rifle at the Seeker, but as Slipstream tried to capitalize on him turning his back to her, he turned again, riding the recoil of the blast away from Nova Storm and toward her.

Slipstream flinched and brought her arms up, receiving a battering from the Aerialbots' CQC expert that sent her tumbling through the air. She struggled to regain control, transforming back into her vehicle mode and hitting her afterburners. It meant leaving Nova Storm to the Aerialbot's tender mercies, but frankly, Slipstream was the one in his sights and vulnerable, while Nova Storm should be able to disengage more readily.

Within moments, Nova Storm was forming back up on her wing.

"Well, that was quick," Slipstream noted over their comms.

"The Autobot disengaged."

Slipstream mentally frowned. "That doesn't make any sense," she muttered as she began probing out with her scanners. "Where'd he-?"

Her thoughts were interrupted as another Aerialbot screamed past her, close enough that his jet wash sent a violent shudder through her airframe. She tracked the Aerialbot as he swooped onwards on a collision course with his fellows, none of them paying much regard to the dense air traffic as they seemed intent on colliding with each other.

Realization dawned on Slipstream as the Aerialbot leader, Silverbolt, began transforming mid-flight, stretching his arms out as two others, Slingshot and Skydive slammed into them, the impact causing Silverbolt to flip over, even as Air Raid and Fireflight rammed into his sides.

"Oh, no."

She could only watch in horrified wonder as the Aerialbots completed their transformation. One of the other Seekers, Sunstorm, leading a flight of Jet Vehicons, came screaming out of the clouds above, firing on the Aerialbots in a futile attempt to disrupt their merger, but it was too late.

A massive arm that had once been Skydive backhanded Sunstorm, sending him tumbling uncontrollably through the air until the smoke rising from the fires of the city below swallowed him up. The Jet Vehicons following him scattered, though one wasn't quite as lucky as the others as a mighty hand grasped it and squeezed, crushing through its admittedly minimal structural integrity field like it wasn't even there before negligently discarding the shattered remains.

On towering pillars of flame coming from the backs of his legs, a giant among giants now stood, his expression grim, his form steady, his power unimaginable. Five beings had become one and, in the process, achieved something which even now buoyed their allies and shook their enemies to their cores.

Superion.

The Enigma of Combination was one of the sacred artifacts of the Thirteen Primes. Like seemingly everything else, the legend had proven to be real and was fought over in the war long ago. The power represented by combiners was an alluring one, after all, and both sides had made use of it. Attempts to replicate its effects conventionally had been... less than entirely successful, as the medic Ambulon proved.

The Autobots had been able to use it to great effect, from Defensor to Superion. Superion, especially, had turned the tide of battle in the air more than once during the war. To be sure, the Decepticons had acquired access to the Enigma of Combination themselves for a while during the Battle of Scramble City - the Stunticons, Constructicons, and Combaticans were among those who had benefited from that - but when the Seekers' turn came up... well...

No one was interested in letting Starscream into their head. And the feeling was entirely mutual. The fact that personality clashes seemed to cause issues with the combiner's brain module - with the Combaticons' strong camaraderie and ability to work well together, the bloodthirsty berserker Bruticus was perhaps the sanest Decepticon combiner - just cemented the Seekers' position on the matter.

That, however, didn't mean Slipstream wasn't sorely feeling the lack here. She winced as Superion's massive hand caught another Jet Vehicon and squeezed, this time, throwing the shattered corpse into a mixed flight of Seekers and Jet Vehicons.

"Decepticons!" the Aerialbot combiner boomed, brandishing his stress fracture cannon. "Die!"

That was the other problem with Superion: He really, really liked killing Decepticons. As a Decepticon herself, Slipstream wasn't exactly eager to indulge him in his hobby, so she peeled off and kicked in her afterburners again. It was taking a toll on her energon reserves, but all the energon in the galaxy wasn't going to do her any good if Superion got hold of her.

Superion's stress fracture cannon spoke, splitting the air. The bolt struck a Seeker - Slipstream wasn't sure who - and sent him crashing to the ground, a wing shattered, but even as he did so, a flight of Jet Vehicons dove in at Superion from behind, blasters blazing, and with that, Slipstream banked back around.

Superion was a combiner, worth at least a dozen Seekers in a battle.

But there were a lot more than a dozen Seekers in the sky tonight.

She just hoped it would be enough.

It wasn't, but it didn't need to be.

"Skywarp to all Seekers, break off!" came the most welcome order possible at the moment. "Focus on the local fighters and SEAD. Avoid contact with Superion."


"So, here's the big question," began Neptune as the Bullhead continued to fly through the darkening skies of Vale. "How are we supposed to get on that thing without blowing up? Anyone got an answer for that yet?"

The thing in question was the massive Decepticon airship that was flying over the city. Occasionally, a fixture on the ground would fire up at it, and occasionally, it would fire back, but generally, both sides seemed pretty keen to not get into a situation that could lead to the mile-long monstrosity falling down out of the sky. The benefit of this was that they weren't likely to get hit while flying to it; the downside of it was that the vessel's gunners were wide awake and probably looking for boarders like them.

"What we need is a distraction," said Weiss, thinking aloud.

Sun perked up at that, and then cooled down. "Say, Weiss, I know you don't use your semblance much these days, but do you think that you could use that summoning ability to conjure up a copy of that Giant Nevermore you and Blake defeated during initiation?"

Weiss shook her head. "No, even before I started avoiding using my semblance, I was never able to use summoning."

"I guess you were never much of a Schnee then," commented Neptune.

The snowcapped girl's eyes widened slightly, and a blush came to her cheeks. "Thank you."

"I only speak the truth," replied Neptune before turning back to Sun. "What I don't get is how you know that, though, when it's never come up before."

"I read it in a fashion magazine once," explained Sun easily. "Penny gave it to me and asked if she would look good in it. The page she had turned it to was an expose about Winter Schnee and explained how her hereditary semblance worked. I remember it because, just before I was going to ask Penny why she wanted to join the military, Ciel came in and told us not to take her stuff."

Neptune and Weiss stared at him, and then the white-haired girl turned towards her palette-swapped counterpart in the cockpit. "Blake, how can your boyfriend be so smart and so dumb at the same time?"

"Hey!" objected Sun. "That's… totally fair, in retrospect."

"Hmm… boyfriend…" murmured Blake in thought.

"Have you got something?" asked Weiss hopefully.

"I was just thinking… I've told you about Adam before, right?" asked Blake contemplatively.

"At great length," acknowledged Weiss.

"Something I don't think I talked about was his semblance and how he could channel it through his weapon," continued Blake.

"He taught you how to do that," realized Neptune aloud.

"But how…?" began Sun before noticing his girlfriend tightening her grip on the controls. "You're going to use it on the airship."

"But that'll use up too much of your aura, won't it?" asked Weiss in worry.

"Oh, yes," confirmed Blake, "which is why I'm only going to get one shot at this!"

With that declaration, the Bullhead snapped down in a high-G maneuver that sent the other members of the team into the walls.

"Strap in!" yelled back the raven-haired girl far too late.

"Blaaaaaaake!" shouted Weiss in distress and fury.

Acting quickly, the three Huntsman students used their skill and semblances to make their ways to individual seats and buckle themselves in and quickly tighten their seatbelts for good measure. The craft was suffering one jerking turn after the other, at one point even going upside down. Then came the terrible climax when everything was… well, Weiss had experienced it during the Vytal Tournament and during training, but it was certainly a thoroughly indecipherable experience. What was more comprehensible though was looking into the cockpit and seeing an oncoming wall of steel.

"Blake!" shouted Weiss.

Even as the name started to pass her lips, though, the steel wall parted just enough to allow the Bullhead to fly on through. Then, no sooner had they passed through the wall than did the airship come to a halt so quickly that all the passengers felt the straps digging into their bodies like the diamond cord of a rock cutter. Perhaps somewhat anticlimactically, the craft then gently landed on the alloy floor that they had found themselves on.

"We're in," reported Blake evenly.

Neptune, who had been holding onto his seat so tightly that his hands seemed to have turned to chalk, let out a squeak of discontent. "What was that?!"

Blake got out of the cockpit and started walking into the cabin. "I noticed one of the turrets happened to have a disintegration beam. I also noticed that there was a malfunctioning door on the same side of the huil. So I moved us into an angle where we would be able to pass through the door when it was open, while also passing through the path of that disintegrator beam. It worked, the beam took out the copy of the Bullhead left behind, and now we're onboard."

"Why didn't you tell us that beforehand?!" demanded Weiss.

"There wasn't enough time," said the raven-haired girl simply. "Now, come on. We don't know when a Decepticon will show up next."

"Blake! Communication!" Weiss sputtered as she unbuckled herself. "We need to work on it!"

"Later," Blake shot back as she opened the side door and stepped out. "We don't have time right now."

Weiss fumed but couldn't disagree as she and the two Huntsmen piled on out in Blake's wake into the striking interior of the alien mothership.

"What a hunk of junk!" declared Neptune.

The other members of the team grimaced, but they couldn't help but agree with the sentiment. The Decepticon ship had clearly seen better days, and those days were long, long ago. Everything seemed to be in a state of disrepair, ongoing repair, neglect, or just barely functional. It was, all and all, a surprising state for their doom to be in.

"She might be a flying pile of scrap, but she can still do a lot of damage," commented Blake. "Now, let's find that jammer."


Chrysalis's laughter was still echoing throughout the council chambers, even and above the fires, the engines of the cycles, and against all odds, the smell of… of what used to be the councilors. A deep and black pit seemed to have opened up and was swallowing them all. All that Atlas ever was or ever could be… gone in an instant.

The Dreadnoks joined in the laughter of their employer.

"Oh, what's the matter? Ya gonna cry?" mocked the Dreadnok with the chainsaw.

"They can cry as much as they want," chimed in Chrysalis cheerfully, "just as long as they do it on their knees!"

Chrysalis laughed maniacally, and the Dreadnoks joined in once more, and so, too, did the robot army they had brought, adding an eerily synchronized undertone to the chorus of laughs.

"This is just too perfect!" cheered Chrysalis, pumping her fists in front of her in an expression that was positively giddy before turning around to walk to the back of the council chamber. "This is the day that I've dreamed of since I was small. In fact, I could almost sing about it."

"Aww, why 'almost'? You have a lovely singing voice," complimented the Dreadnok with the flamethrower on his back.

"True, but if you're going to compliment me, could you at least do it for something that you would have had a snowball's chance in Vacuo of finding out about?!" ranted Chrysalis, spinning around and glowering frightfully at her minions before turning back to continue her walk. "Still, maybe I should start singing again. Oh, but what to sing? What to sing? Something about the conquering of Atlas, obviously…"

Winter had nothing going on in her head, nothing at all. It was like the explosions that had killed the Atlesian council had in turn blown away everything that she could comprehend. She tried to think of a way out of it, some way they could continue on, but nothing came to her. It seemed completely hopeless.

Then, suddenly, General Flagg rushed towards the Dreadnoks circling them with a mighty shout that seemed to echo through the ages of, "YO JOE!"

He leapt out and upon the motorbike of the Dreadnok with the scrabbly gold necklace, grappling with him and wrenching his rifle up to fire upon the backpack of the Dreadnok with the flamethrower. The backpack ignited, and the Dreadnok threw it away before it exploded in a fireball amongst a group of the guarding androids. Flagg, not being idle, had no sooner shot the second Dreadnok than did he lift the first up and throw him at the one wielding a chainsaw to knock him from his bike. Taking hold of the controls of the bike he had commandeered, he drove it towards the bike driven by the pink-haired form of the sole female amongst the Dreadnoks, leaping from the vehicle just in time to avoid the collision and the following explosion.

The others left behind were not the types to stand about slack-jawed though, and so it was that when Flagg began his assault in earnest, so too did they rush out with their own shouts of, "Yoooo Joe!"

For some amongst the company, they were ignorant of those words or what they meant, but nonetheless, the shouts that came from their throats and the throats of others filled them anew with the will to fight on. Where hope had lain crushed just moments before, it now stood tall and proud, flanked by the resplendent forms of duty and righteous fury. Even the true Councilor Sylvia, though she had been a tortured wretch just an hour before, seemed to have become as strong as ten men and twice as strident!

In an instant, the tides had turned, and the hunters had become the hunted. Though it seemed impossible, the robotic assailants appeared to have been overcome by a tremulous fear, and their combat performance suffered. Shots were fired wildly, and all combat discipline amongst the wicked forces of those who sought to enslave Atlas evaporated as the struggle became a melee.

"What?!" snarled Chrysalis, whirling around to find her plans falling apart and the fist of General Flagg flying towards her face.

The punch landed squarely on her jaw, sending her flying to the ground and sending the control box for the androids spinning from her hand to clatter along the floor.

Chrysalis deployed a collapsible staff from a concealed position and swung the metal stick out to smash against Flagg's throat. The old man staggered from the hit but grappled the simple device all the same to prevent himself from being knocked away. The weapon became a prop between the two fighters, each jockeying for control of the other.

The short battle changed a few seconds into it, with Chrysalis letting go at the precise moment so that Flagg would overextend and stumble while she launched herself towards the control box still on the floor. She buzzed along with her wings but was stopped at the last moment by the staff being propelled at incredible speeds to hit her wings and clog up their flight patterns. She skittered along the floor and flipped over at the last second to see Flagg rushing towards her again.

Swiftly, she brought her gauntleted arms up and fired from concealed compartments two sickly green energy beams at the general. Flagg took the beams on the chest but reacted quickly to reply in his own account. He brought his arm up and deployed from a device strapped to it an energy shield that not only burst out to destroy his sleeve but also to protect himself from the energy blasts. Behind this energy field like a tower shield of old did the general advance forward through the beams until they cut off with an anti-climatic fizzle and Chrysalis was left to look at her now smoking gauntlets in frustration.

Close enough now, Flagg swept down and picked up the control box and, in a finish to the motion, hit the manual shutdown command.

"No!" shouted Chrysalis as the androids left in the room and across the kingdom turned off and collapsed like puppets with their strings cut.

"I win," said Flagg in mocking mimic of Chrysalis' earlier declaration.

BANG!

The shot, even amongst all the other discharges of weapons fire, rang out through the battered chambers. Flagg's aura flared, and the holdout pistol in Chrysalis's hand did likewise. The oversized round seemed to have briefly stunned him.

BANG!

His aura collapsed.

BANG!

His body jerked.

BANG!

Red droplets sprayed across the floor of the council chamber.

Flagg stood still for but a moment, as if time had not yet caught up to him. Inexorably though, time moved on, and so too did his fall. He hit the ground with a wet thump.

Breathing heavily, Chrysalis lowered the holdout magnum in her hand, and her look of rage changed to one of disdain.

"What useless sentimentality," she sneered.

Rapid clacking of heeled boots signaled the arrival of Winter Schnee with hate in her eyes and sword raised to strike. Chrysalis didn't even deign to gloat, merely throwing a shaped charge at the specialist. The blast connected and threw the albino woman back, but behind her were the rallying forces of the rest of her company.

"Dreadnoks, retreat!" called out Chrysalis.

"I thought you'd never ask!" cheered one of them as the two remaining Dreadnok cycles, piled high with their number, rushed past to allow Chrysalis to leap on.

As the Dreadnoks retreated, they deployed smoke dischargers, but even so, the swiftest of the company gave chase.

Winter was about to join them, a gravity glyph on the verge of forming to propel her and a fire of vengeance in her heart as she took sight of the body of General Flagg, when the comm set in her ear beeped. She took the call. What greeted her was a shock.

"Targeter, can you read me?"

"General Colton? You're alive!" exclaimed Winter in shock. "How…?"

"Holograms. I was never there," explained Colton quickly. "Listen, I know you're still upset after what just happened - whole kingdom saw it - but right now, I need your help. Chrysalis hired the Red Ninja Clan, and they've taken over the anti-gravity systems. Me and my squad are about to begin our assault. Get down here and reinforce us."

"Yes, sir. Targeter out," replied Winter, turning to find Sylvia looking at her with a mien full of righteous fury.

"I'm coming with you," declared Sylvia. "General Flagg saved my life; I feel I must avenge his."

Winter looked to see the medic of the company placing Flagg's body in a more dignified position signifying death and squashed the emotions she longed to show.

"Very well. Have you ever ridden a Nevermore before, Councilor?"


"We... should go," Bumblebee murmured as he backed away, shooing the Xiao Long-Rose sisters back behind him. He could feel his actuators trembling. The mere presence of the Decepticon leader was almost overwhelming, but thankfully, so far, it seemed that Megatron hadn't spotted them and seemed content with firing his turreted cannon at unseen targets down the road.

Megatron transformed back into bot mode, surveying his handiwork... then turned, glowing red optics fixing on the trio.

"Run!" Bumblebee ordered as he screwed his struts and charged, leaping toward the grey Decepticon. "I'll-urk!" He was interrupted as Megatron's hand blurred out, seizing him by the throat, catching him mid-leap.

"You'll what?" the Decepticon leader crooned as he held the Autobot off the ground. Bumblebee brought his energon battle pistol up, only for Megatron to bat it away with his other hand. "Hold me off? You?" He scowled disdainfully. "I should rip out your vocalizer for the insult, little scout."

"Let go of him!" blurted out Ruby, and terrible Megatron turned his optics upon her.

"No…" choked out Bumblebee.

"Ahh," Megatron cooed appreciatively. "You would be Yang Xiao Long and Ruby Rose. Your performance in the four on four match wasn't bad, though your teamwork could use some improvement." His optics shifted, and a cruel smile came upon his mouth. "But I suppose that's to be expected, given how little time you've spent together as a team. Nevertheless, it's so good to finally meet you... Sunfire."

Bumblebee looked to the side and saw Yang falter. She was off her game, and… Ruby… Ruby was shaking like a leaf and desperately trying to keep it under control… just like him. Primus, he'd never been so afraid in his life.

"It appears you all need a short, sharp lesson on combat," gloated Megatron.

Bumblebee felt himself tossed at the sisters with great force, flipping through the air and crashing against the ground hard enough to churn up the pavement.

"Very well. Class is now in session."

Bumblebee coughed but forced himself back to his feet, struggling as his circuits froze under the sheer oppressive weight of Megatron's presence. Ruby had already burst off to the side to land on top of a building and was firing at Megatron while running. Yang had taken the opposite route and was recoil boosting through the air while firing down upon the leader of the Decepticons. He drew his own backup blaster, opened fire, and watched in horror as the energy bolts scattered off the mad dictator's structural integrity field.

Megatron extended an energon flail from the huge fusion cannon mounted to his right arm and flung it around Yang, pulling her close, bringing the blonde brawler up to intercept Ruby's shot just as the silver-eyed girl fired.

"Yang!"

"Lesson one," Megatron said calmly as he flung the blonde, sending her spinning into Bumblebee with a wet chunk. "Check your targets."

While Bumblebee crouched down, trembling as he checked on his partner. Megatron retracted the energon flail, bringing the fusion cannon up, and fired at the building Ruby was perched on, sending her flying away while the building exploded to let forth screams of terror from the burning ruins of the buildings next to it.

"Lesson two," he continued. "Mind your footing." He tilted his head contemplatively. "And lesson three: You can't save everyone."

"Maybe not!" Ruby retorted bravely as she landed on the street and fired again, the round pinging off Megatron's aura. "But I can try!"

Megatron snorted. "And in so doing, you would simply doom the few you could have saved. Such heroic nonsense. I wonder, how many people just died because you chose their building to fight from?"

Ruby's only reply was another shot, one that would have taken out one of his optics had it not been for his structural integrity field.

As Megatron focused in on the little reaper, the pressure in the air seemed to relent a little, and Bumblebee's attention was drawn back down by a groan and a shudder. "Anyone get the number of the truck that hit me?" Yang moaned, shivering a little from the lingering effects of Megatron's malice.

"Not a truck," Bumblebee corrected absentmindedly, looking down at her. "A tank."

Yang stopped rubbing her head and looked up at him questioningly. "A what?"

"A tank," he repeated. "That's Megatron's alt-mode."

Further discussion was interrupted as Ruby was sent bodily flying past them, bursting into a cloud of rose petals to land and regain her footing.

"Ruby!" Yang cried. She snapped her head around to glare at Megatron, just as the Decepticon leader's focus shifted to the two yellow-themed Autobots, pressing down like a weight upon them. She hesitated, then her hair began to glow as she levered herself to her feet, shoving her arms into the ground, then fired gravity rounds from Ember Celica, launching herself at the Decepticon leader.

"No!" Bee cried out as Yang hurtled toward Megatron. She brought her arms up as Megatron backhanded her out of the air, catching the blow on her shot-gauntlets. She tumbled through the air, and Bumblebee took the opportunity to open fire. Megatron blocked his shots with his arm and sneered.

More gravity rounds sent Yang, now glowing brighter than ever, streaking through the air back at Megatron, who braced for her semblance-enhanced blow, the stored energy detonating against his forearms in a brilliant explosion that blinded Bumblebee.

When his optics cleared, he saw Yang fall to the ground, struggling to regain her feet again.

"Not a bad effort," complimented Megatron. "Lesson four: Know your limits."

He raised a hand, and another round from Crescent Rose pinged off his hand harmlessly.

"Lesson five," he said as he fired again, blasting Ruby from her newest roost. "Coordinate. Tell me, how long were you two running around each other, working at cross-purposes, blind to each other's activities?"

Those burning red optics turned to gaze on Bumblebee, practically pinning him in place. "And now for you, little scout."

It was then that a horn sounded, distant but growing closer, and Bumblebee smiled.

"Looks like your time is up, Megatron."

"Ah, yes," the Decepticon leader said, "it seems the cavalry is about to arrive." He smiled. "Excellent."


Signal lights flashed from the riverfront, and Captain Wilder stared at the repeating pattern. He could barely see the man standing by the signal lamp with a landline handset to his ear, a long cord snaking across the ground into a residential building. He glanced at his signaller skeptically.

"They want us to fire at the middle wall?"

The young sailor nodded. "That's what he's saying, sir. Emergency recognition codes check out."

Wilder closed his eyes as he considered. He had hoped to never have to fire his ship's guns into the city, but needs must. The two outer walls must have been breached, with something big and nasty about to make short work of the inner wall, something that needed some serious firepower to kill, firepower like the Hama's eight-inch guns or the fixed siege guns that were, unfortunately, unable to bear on the target area.

"Coordinates?"

The signaller spoke, waiting through the signal pattern and verifying it.

Wilder gave the order and passed the coordinates to his Weapons Officer.

"Firing ranging shots, aye."

Captain Wilder suppressed a wince as his order was acknowledged.

He would pit his gunnery crew's marksmanship against any other ship's, the Hama's fire control systems were quite capable, and they had a pretty good idea on the range, based on where in the city the target was. But "a pretty good idea" wasn't enough to start lobbing volleys of nine 8-inch armor-piercing shells into the city without verifying first.

So, ranging shots would be necessary. The colored smoke shells should be mostly harmless, but there was always the risk of the fire dust causing secondary fires or even just the sheer mass hurting or killing some unfortunate soul who happened to be in the wrong place at the wrong time.

The great guns spoke, firing a volley into the twilight sky over the city. Moments later, the signal lights began flashing rapidly.

"Green smoke one hundred feet long, twenty feet off to starboard. Orange smoke fifty feet short, on target," translated the signaller.

"Adjusting... we have a firing solution."

Wilder gave a curt nod. "WEPS," he said, "fire for effect, all guns, maximum rate, four salvos."

The guns thundered, then again and again and again, sending three-hundred-pound shells screaming to a target, sight unseen, the nature of which the crew of the Hama remained unclear on, thanks to limits of time and the signal light codes.


Out near the inner wall, Lennox watched in frustration as the giant Decepticon turned, his attention drawn by fire from VAV X-Ray, one of the few Valish military air vessels in the city's vicinity. The shells struck the metallic titan in the side of his head and back, to little apparent effect, and he charged, leaping into the air to grab the low-flying airship. As he landed with an impact that caused the ground to tremble, he brought the airship down on his shoulders, snapping it in two.

"HAHAHA!" the green and purple Decepticon bellowed. "Nothing defeats the Devastator! Nothing! Prepare for extermination!"

The so-named Devastator turned and reached up a hand toward a turret that was blasting away at him ineffectually, covering the entire thing in his metallic paw, then squeezing and crushing it completely.

The monstrous robot ignored the small arms fire and even the heavier weapons some Huntsmen preferred. They'd managed to wheel around a 3.5-inch anti-air gun, but after a few shots, it had simply torn off a section of the wall and hurled it at the repurposed AA gun, wrecking it. The siege cannons meant to defend the city against Behemoth-class Grimm, of course, would have been ideal, but with where it had emerged, they simply couldn't be brought to bear.

There was only one mobile platform he could think of that had big enough guns that might work, and accessing the city's landlines to get in touch with someone who could contact the Hama through signal lamps had been... a challenge. Clutching the landline handset, Lennox watched and hoped and prayed.

With green and orange smoke shells still casting a dim and eerie light across the battlefield, the first true volley arrived, the eight-inch shells just barely clearing the inner wall before smashing into the giant robot's chest, sending him staggering backwards until he fell onto a section of the middle wall, where the second and third volley of shells struck him. With a snarl, the mighty combiner levered himself out and, now braced for the impact, faced the final volley as they exploded against his chest with no visible effect.

And he laughed.

"We're gonna need a bigger boat," Lennox hissed in frustration. A bigger boat, after all, could carry bigger guns, and it was pretty clear they needed bigger guns. He lifted the handset back up to his head. "Keep firing!"

As the naval shells kept raining down, he saw one of the Huntress students he'd met earlier joining the fight, a collection of swords floating around her, pointed at the metallic titan.


"Another power cable broke!"

"We need a fire extinguisher!"

"Isolate the break and reroute the power!"

The shouts from the semi-controlled chaos of the Decepticon ship filtered into the gap in the wall that Blake and the rest of her team were crawling through like mice. It was something that honestly made a little voice at the back of her head talk about how they should just let the Decepticons destroy themselves and get out of there, but an even larger part of her mind screamed at her about how they needed to strike now while the iron was hot and that they were the only ones who could do it. It was that voice that pushed her forward, deeper into the ship.

There was a slap to her hip, and Blake looked back to see Weiss glaring at her.

"What?" hissed Blake.

"Stop it," whispered back Weiss. "Stop doing that thing you do where you think that you're the only one who can save the world and so you do something stupid."

"Blake's not going to do something stupid," insisted Sun from behind Weiss.

"Yeah, I am," agreed Neptune from behind him.

"Yeah, Nep-what?!" reacted Sun.

"Stumbled over the catch for the panel we're on," explained Neptune.

There was a brief moment as the four Huntsman students were given a split second of looking at each other in the gloom before the floor gave out under them and they were sent screaming into the unknown.

"What was that?" asked one of the Decepticons out in the hall. He looked around for a few seconds with his blaster to his shoulder, and then he dropped his ready stance and began to walk off. "Must have been a loose vent."

The four Huntsman trainees rolled down through the bowels of the ship, tumbling down a series of slopes that seemed to be funneling them towards a frail looking grate that they hit at great speed-

"-information to Optimus."

-into the middle of a conversation, the four Huntsmen fell with remarkable grace for a tumbling mass of limbs.

"What the scrap is this, Punch?" demanded a rather aggressive voice. "Or should I say… Counterpunch?"

Blake rubbed her head and looked up to see them situated between two Cybertronians. One was the Decepticon who had left them that flash drive so many months ago during their infiltration of the underground base. The other… was Cliffjumper. She recognized him from the bodycam footage captured by Team JNPR during their mission to Mountain Glenn and beyond.

What was he doing there? Why was he there? How was he there?!

"What," came the flat reply from the mysterious Decepticon.

"Don't play dumb with me, Counterpunch!" ordered Cliffjumper, tightening his grip on his oversized hand cannon. "I should have known you'd go in too deep. Now you're actively cavorting with Huntsmen and turning them against your fellow Autobot. Disgusting. If Optimus knew what you were doing-"

"Does Optimus know what you're doing?" asked the so named Counterpunch.

Cliffjumper paused. "Well, no, but that's irrelevant. The point is that the Huntsmen and the Autobots are at war, and you're working with them."

"Uh, excuse me," spoke up Neptune, bringing both sets of giant eyes down to him and the rest of the Huntsmen. It was either the stupidest thing he had done yet or the smartest, and at that moment, Blake wasn't sure which one. "Who are you two? And what's an Autobot? Are we supposed to be fighting? I've never heard of you before."

Cliffjumper pointed another hand cannon down at them. "Don't play coy with me, Huntsman. You should know very well that your people have declared war on us. No doubt because we stand in the way of your pillaging of villages."

"Whoa! Whoa! Whoa!" shouted Sun, jumping in front of Neptune. "Whoa. Let's not do anything hasty."

"Too late for that by a quartex," commented Counterpunch. "Come on now, Cliffjumper, we don't have time for your paranoid delusions."

Weiss raised her hand. "Do we have time for an explanation? We sort of fell into the middle of this."

"You gave us the flash drive back when we snuck into that base," remembered Blake aloud. "You're a spy, aren't you?"

"I can neither confirm nor deny that," replied Counterpunch, arms crossed. "However, if the information that was stolen was to find its way back to Optimus Prime, that would hardly be the worst thing ever. Now, Cliff-"

"You aren't paying attention!" Cliffjumper interrupted. "I saw them! Team Coffee was working with Soundwave's little minions, and when I realized what was going on, they opened fire on me! Wrecked all the anti-Grimm defenses I'd set up for Lower Cairn!"

"That isn't how they tell it," commented Blake out the side of her mouth.

"The report they gave said the opposite," revealed Weiss. "They claimed that you attacked first, destroyed the town's defenses, and tried to enslave the townspeople."

One of Cliffjumper's guns lowered. "Did they now?"

"Sounds like they were just trying to cover their own butts," commented Neptune wryly, putting his hands up behind his head.

"Cliffjumper, did you try any asset denial?" inquired Counterpunch.

"Of course," confirmed Cliffjumper, puffing up his chest.

Counterpunch sighed. "Okay, so they weren't completely covering their tailpipes. You five can talk that out later. Right now, we still need to get that jammer down, or things are going to get a whole lot worse before it gets better."

"And how are we going to do that?" asked Sun pointedly.

Cliffjumper snorted. "Sabotage, duh. I overheard that the jammer was made by Starscream, which means there's already a good chance that it explodes. All I have to is find the right tiny fiddly bits to upset, and the whole thing will live down to ol' Screamer's reputation, and he'll get the blame too. It's the perfect plan. All I need to do is find a way to get into those hard to reach areas."

There was a moment of quiet, and then Counterpunch pointed at the Huntsman trainees in what was probably annoyance.

"What?!" gaped Cliffjumper, clearly surprised enough that he actually put away his weapons. "I can't work with them; they're Huntsmen! Who knows when they'll stab me in the back? You can't trust them at all, Punch."

"Hey, we're plenty trustworthy!" complained Weiss.

Cliffjumper glared at them with renewed fury. "You Huntsmen are just one bounced check away from banditry."

"What's a check?" asked Sun, cocking his head.

"Kids these days," scoffed the red Autobot with a roll of his eyes.

Blake decided that was the moment to speak up. "Financial situation aside, we do have tiny hands, and we don't like the Decepticons-"

"I'll believe it when I see it," interrupted Cliffjumper.

Blake continued unimpeded. "-so we're the perfect fit to team up with. Assuming of course that you can remain hidden and not give us away."

"And what makes you think that you can remain undetected?" asked Cliffjumper snidely.

"I am a ninja," answered Blake bluntly.

Cliffjumper seemed taken aback and blinked in surprise. "Okay, so maybe you won't be completely useless. Assuming you can find a way out, that is."

"Assuming it hasn't been discovered, we can get out the way we came in," replied Blake confidently.

Cliffjumper grunted. "Shame I can't do that."

"Oh yeah, how did you get on?" asked Sun curiously.

"I swam, duh," was Clifffjumper's succinct answer.

Weiss cocked her head in confusion. "How…?"

"Just don't question it," interrupted Counterpunch. "Trust me, you'll be far less likely to overheat your brain module if you do. We've all learned to do the same."


Since taking to the skies, Thundercracker had steered clear of the main dogfight. So far, no one had challenged him on it, aside from a snide remark on his cowardice, but... well, that was Superion there, and even on the best of days, that was a fight he wanted no part in.

"Thundercracker." The directed transmission startled him out of his thoughts.

"What do you want, Skywarp?"

"Devastator's requesting air support. Some heavy artillery's annoying him, and we're kinda busy playing keep-away with Superion."

"Right right," Thundercracker grumbled, banking over to the breach in the walls that marked the gestalt's position. From up here, among the buildings and fortified defenses, even a gestalt was hard to pick out, but the thunderous sound of heavy guns drew his attention, and he saw a wet navy vessel in the river, its guns speaking with deadly intent. Tracing the arc of the surface combatant's fire, he finally spotted Devastator, shielding his face from- from a powerful green energy beam.

Penny.

For a moment, time seemed to slow down.

For as long as Thundercracker could remember, all he'd ever wanted to do was fly. The Decepticons had given him that. Ever since the war started, he'd followed orders, done what he was told. Except once. When they'd started bombing neutrals, he'd gotten in Starscream's grill and demanded a front line posting. He'd gotten it. At least the Autobots shot back. It was easier that way. Easier to keep his head down, follow orders, keep his brain module off- off what they were doing.

But now? Now, he realized he had a choice. Two lives lay before him.

It was no choice at all.

I'm going to regret this, he thought as he banked hard toward his target, picking out the target for his drone rockets. The heavy guided missiles weren't exactly suited for this kind of task - they were designed for bunker busting at stand-off ranges - but they would do the job. He hoped.

He fired. The two drone rockets expended only a tiny fraction of their fuel load before smashing into Devastator and unleashing a combined three tons worth of explosive power at point-blank range. The mighty gestalt staggered under the force of the twin explosions, but Thundercracker ignored him.

That kind of firepower wouldn't take down a combiner. That wasn't the point.

The Seeker - Traitor, he reminded himself - instead dove down to street level, converting into his bot mode to land on the street. "Penny!" he called, looking around.

"What do you want, Thundercracker?" The question was cold and hard.

He flinched and turned to see Penny in her Fracas suit standing atop the wall. The shoulder pauldrons on the suit were pitted and scarred, the emblems that had once graced them burned away in favor of a crudely painted Atlas logo. "Penny." He breathed a sigh of relief. "You're okay."

"What. Do. You. Want?" she repeated.

"Penny-" he implored.

"You lied to me!" she shrieked, cutting him off.

"I swear, Penny, I meant what I said," he answered desperately. "I didn't know-"

"Not about that!" she interrupted. "About the Decepticons! About who they really are! About who you really are."

Any protest died in Thundercracker's vocalizer. Instead, he said, "I've been in this war almost since the beginning, Penny. It's... easy to lose sight of how things have changed since then."

"How long, Thundercracker?" she demanded. "How long before they would have turned me into a weapon?!"

He stared at her incredulously.

"I mean against innocent people!" she amended. "How long before they- they reprogrammed me?"

"I wouldn't have let that happen!" he protested fiercely. "I said I'd protect you, Penny, and I meant it!"

She peered up at him hesitantly, and on some whim, her helmet's front retreated such that her hurt and hopeful expression could be seen. "You- you really mean it."

"Of course I mean it, Penny," he said. "You... the Decepticons gave my life meaning, Penny. The freedom to fly, the power to do what you want, they're tempting things when you have nothing."

She looked at him thoughtfully. "And now?"

"The only thing more dangerous than a bot with nothing to lose... is a bot with everything to lose."

"And what do you have to lose?" asked Penny curiously, the battle around them seeming to fade away.

He looked away. "Honor, respect... you."

Penny raised an eyebrow, not that he saw it.

"The real you, I mean. You're right, I could just take you to Soundwave, and he could have you reprogrammed into a loyal Decepticon, but that wouldn't be you," explained Thundercracker shamefully. "That wouldn't be the Penny who lights up the room with her smile. That wouldn't be the Penny who makes everyone want to protect her just by living her best life. That wouldn't be the Penny who keeps running forward, no matter how many obstacles get in her way." He turned to look at her again. "That wouldn't be the Penny who I consider my friend."

The coppertop smiled again. "Friendship is magic."

Thundercracker chuckled. "It sounds better when General Ironwood says it."

"Yes, but he doesn't say it nearly often enough, in my opinion," replied Penny. "You'd almost think he didn't say it at all."

"He can say it more after we save the day," declared Thundercracker, gesturing to the frantic battle that was still being waged all around them with thunderous explosions almost drowning out their conversation completely.

Penny nodded, and her helmet once again snapped to cover her face. "I'm combat ready."

"And so am I," declared Thundercracker.

With that, Penny leapt into the air on tongues of burning fire from her back, and her armored suit shifted and changed into the form of a giant pistol, a contortion that would be painful - if not fatal - for most people, but the coppertopped student inside was not most people. There were a few things notable about it, all quite academic, though, to those who saw it. All that mattered was what happened when Thundercracker's hand wrapped around the grip of Penny's new form.

Something happened then, and Thundercracker leaped into the sky with newfound energy and a pulse that seemed to brighten the dimming light like a sliding switch. It drew the attention of all the defenders remaining, and so too did it draw the attention of Devastator. The combiner looked upon the ascending pair, and a worried frown crossed his features.

"Thundercracker, what are you doing?" demanded Devastator.

"Binary!" shouted Thundercracker.

"Fusion!" continued Penny.

Devastator's face fell. "Oh no."

"Gyrocannon!" declared Thundercracker and Penny in unison.

Both their auras seemed to be rapidly pulsing in tandem with each other when Penny's gun form was pointed at the big combiner, and a final flash snapped out from her barrel. Time and sound seemed to stop, and then all at once, they came rushing back. A gigantic blue-green beam of unquantifiable energy like a torrent came out and lit up the evening to strike Devastator in the chest.

The ultimate Decepticon combiner howled in shock and pain as his structural integrity field, which had withstood so much over the course of the battle without fail, suddenly shattered into a thousand pieces, even as he himself shattered into six. The individual parts of the gestalt were sent flying through the air with smoke trailing from their bodies. Just like that, Devastator had been devastated.

Groaning, Scrapper got himself out of the comedic heap that he had landed in to hoarsely shout to the heavens. "You think that's enough to beat us? You ain't seen nothin' ye-"

The blast of a truck horn split the air and seemed to carry over all the sounds of battle, drawing the attention of all. The defenders appeared rejuvenated, the Decepticons paled, Thundercracker looked as if he was being torn in two. Even the Grimm reacted, briefly cowering as if the sound of the horn was a great offense to them.

"Oh, scrap this," cursed Scrapper in fear. "Constructicons, retreat!"

They transformed and did as ordered, fleeing with small arms fire peppering them the whole way.

Thundercracker trembled as he watched them go, but comforting words from his companion stopped those quakes. "Don't worry, Friend Thundercracker, we'll protect you."

The irony of the statement made Thundercracker snort in amusement. "Well, I suppose that's for the future. Right now, we still have a battle to win."

"That's right," agreed Penny, and then a brief pause precluded her panicked statement. "Oh no! Aska sent me back to get reinforcements!"

Thundercracker looked at the transformed pistol in his hand in equal panic. "What?! Penny, you can't just-! We've got to save them!"

With that, the pair transformed again, Thundercracker becoming a blue Skystriker with Penny's armored form as a gun pod mounted on one of his fuselage pylons, and rushed out the short mile until they ran into two more of the team.

Shadow was, true to form, darting and rushing between Grimm and killing them with devastating elemental attacks from her sword along with all manner of ninja trickery that made one's head spin trying to comprehend it. Most untrue to form was how she was interacting with the other defenders, communicating with them and trying to make best use of their supporting fire to take down the enemy. It seemed like she was finally starting to grow into her leadership role.

Mad Dog didn't seem to have any backup, but he didn't seem to need any. He was a one-man army, his powered armor tramping into the enemy lines with thundering autocannons, shrieking mini-missiles, and beating pulse lasers. The Creeps that came from below fared just as poorly as the Griffins that fell from the sky.

Farsight… Farsight couldn't be seen, and for a moment, Thundercracker despaired that she might have been lost. Then, a titanic explosion tore through a Ziraph some distance out, decapitating all three of its heads. As he flew over the battlefield on a strafing run, he then saw a figure with a satchel charge spinning it around to throw at a Goliath.

Penny gasped. "That's Ciel! I mean Farsight! What's she doing so far out ahead of everyone? That isn't like her at all."

"Does it matter?" Thundercracker asked as he banked around for a pass. "She looks like she could use some air support."

The variable aperture of Penny's Targetmaster mode blossomed open like a flower, and they fired, the beam dispersing to carve a wide swathe through the Grimm swarming toward Farsight. Thundercracker followed it up by transforming and using Penny as a pistol to take out more Grimm. He crouched down while his partner continued shooting and held out his hand for the blue-haired woman, who turned to gaze upon him.

"Come on!" he insisted. "Let's get out of here!"

Farsight's eyes peered into him, through him, in a way that he had seen before but always found really creepy.

"Tell me, Thundercracker," she asked, "have you figured out where your loyalties lie yet?"

"Yes! I'll explain later, but right now, we have to go!" insisted Thundercracker.

"Come on, Farsight!" cried Penny.

That did it. With a single hop, Farsight covered the distance between them and leapt into his hand. Thundercracker took that as his cue then to leap backwards with an assist of his engine feet and book it back to friendlier lines, even as fresh Grimm were nipping at his heels.

"What were you thinking, Farsight?" demanded Penny before unleashing a fusillade of energy blasts from her gun form. "You could have been killed!"

"Someone had to keep you kids safe while you retreated," explained Farsight as her perch crashed back into the ground.

"I'd just like to point out that I'm older than any recorded thing native to this planet," said Thundercracker before letting go of Penny. "So, technically, not a kid."

Penny fell to the churned up soil and transformed back into her power armored form. "I can still keep going."

"No, we've got to pace ourselves, or we're going to burn out our stru- aura," contradicted Thundercracker before firing off a shoulder cannon at the Grimm. "It looks like it's going to be a long night."

"Sticking around?" asked Farsight as she drew forth Distant Thunder from her back and braced it on his fingers.

"Why not?" asked Thundercracker, glancing back to where the defenders seemed to have rallied and were rushing towards them. "After all, this is what I'm signing up for."


The battle had already moved on by the time the giant ephemeral Nevermore that carried Sylvia and Winter arrived at the entrance to the tunnels that led directly to innermost workings of Atlas. Scattered combat androids could be seen all around, but while some were destroyed or damaged, most were shut down. Signs of battle were still about the place though, from small craters to unsightly splatters.

Sylvia tightened her wrap around Winter's belly as the Nevermore beneath them disappeared and they fell momentarily before landing on the back of a Pride Leader Sabyr that galloped through the open door to the innards.

She shouldn't even be able to stand after years of mistreatment and abuse and torture and all manner of unsightly vexations inflicted upon her, but instead, she felt better than she had since graduating Crystal Prep. She knew why too. It didn't make sense, but she knew why her strength was rushing back into her a thousandfold.

This was a day of destiny. She could feel the weight of history pressing down on her with the weight of ten million years, and with each crushing pound upon her back, she stood all the straighter. Every second counted, and she would not be found wanting!

More than that, she felt the obligation to make sure that General Flagg's death was not in vain. When no one else had realized what had happened to her, he had pushed and pushed, putting everything on the line to save her, to expose her kidnapper, and in the end, he had paid the ultimate price. Such a gift was non-refundable, and she had to use it as best as was possible so that she did not dishonor the real Atlesian hero who had purchased it.

The silver-eyed man who had been like a father to her told her that there would be days like this, days when purpose upon purpose would stack upon her, and he had told her in equal measure to prepare for them. He told her many other things too, after he had found her on the streets of Stratusburg when she was but a child, and those lessons came flooding back to her as the spectral Grimm beneath her pounded through the halls. She remembered his kindness, his wisdom, his skill, his determination, his virtue, but most of all, she remembered his smile and how he never stopped smiling, even at the end, when the dark hunters of the Enemy had caught up to them so soon after her graduation.

Too many. Too many brave and stalwart heroes had given their lives for hers. It was time she showed them that their faith was not misplaced!

They entered a large storage room, and suddenly, they were in the middle of a pitched battle. Valiant soldiers of Atlas on one side exchanged fire with ninjas in red gis on the other side, and in the middle of it all was General Joe Colton. The aged general fought with the strength of a hundred men and was dodging ranged fire while fighting in melee with no less than twelve shadow warriors who could not harm him, as evidenced when he caught the katana of one lightning strike in one hand and shattered it with his legendary Kung-Fu Grip.

"Idiots!" shouted a man with a painted face partially concealed by a hood from the back of the ninjas' lines. "He's just one man!"

"A better man than your men, clearly," quipped back Colton with equal volume as he sent the ninjas who had been attacking him flying through the air with a single roundhouse kick that connected with all of them.

He really was something else, something impossible, like a hero from another age… which he technically was, Sylvia supposed.

The construct landed behind the lines and dissolved under the guidance of Specialist Winter Schnee, the one they called Targeter. No sooner had they hit the ground, though, than did she run off to join the battle, sword drawn. Sylvia was left on her own, save for the brave soldiers around her.

One of them was a sniper, with an eye no doubt keen and true, who took his gaze away from the battlefield for just a moment to look upon her. "Ma'am, do you need any assistance?"

"No," she replied. "I can take care of myself."

It was then that a change occurred, and a glowing silver projection of herself grew outwards to stand more than thrice her prior height with the power of semblance: Mountain Maiden.

"But thank you all the same!" Sylvia cried back as her new form took great strides towards the enemy.

It wasn't all of her, not really. Her physical body still existed at the center of the projection. It was just that her aura had expanded out to take on the appearance of a giant copy of herself. It was an esoteric semblance - and not one particularly useful in her chosen profession - but she was certainly glad of it now.

Halfway across the battlefield, she reached down and took hold of one of the crates without explosive warnings. She lifted it into the air and gave it a spinning toss that sent it flying across the warehouse. It would have hit that villain directing the ninjas square on had he not dodged at the last moment.

"Enough of this!" he yelled, seeming to disappear from sight as he did so. "Red Ninjas, evade!"

On his command, the ninjas remaining threw down smoke bombs where they stood and covered the area in a cloud that the human eye could not penetrate. Luckily for the Atlesians, they did not solely rely on the human eye.

"They've retreated deeper into the catacombs!" called out that same sniper Sylvia had seen before.

Sylvia's projection shrunk and ceased, and so she was left on the same level as the others when she voiced a worrying observation: "If they keep going that direction, they'll hit the core."

"They already have," revealed Colton sourly as he picked up a fallen intermediate caliber select-fire rifle. "Thanks to Chrysalis's disguise as you, they've gained access to all sorts of places where only a councilor can go and then gone a little bit further with their own illicit skills."

"Move out!" ordered one of the soldiers; who it was in particular, Sylvia was ashamed to say she didn't recognize.

Sylvia followed along as the soldiers split off into the many corridors to give pursuit. This part of Atlas was less populated than the levels around it, but that didn't mean it was unpopulated. Numerous people, many of them farmers, had seen their foes pass by and were eager to point them out. This proved to be a liability when they caught up with their quarry and a running battle between guns and shuriken erupted, as there were more than a few of those civilians caught in the crossfire. Some of them brought out their own weapons, but this far into the bowels of the most well-defended kingdom on Remnant, they hadn't felt the need for more than holdout pistols that would be of little use against a trained ninja warrior.

The thunder of weapons fire echoed through the halls, but that echo eventually subsided for the contingent Sylvia was with when they broke through into a large room filled with plants. They had entered one of the hothouses that kept the city fed, with large trees growing throughout the room. A label just off the raised path indicated them as Orange family brand orange trees, though they were hardly weighed down with fruit to a great extent at that time.

Their enemy had disappeared, but that was a mere consequence of terrain. They would show up again; of that, Sylvia was certain. Villains like them could not resist a chance to strike at the heroes; it was as certain as the tides.

A glance up confirmed that suspicion.

"Winter! Above!" the silver-eyed woman called out.

The albino brought her swords up in a defensive position in time to catch the sword strike of a Red Ninja leaping from the trees, and then deflected it away. There was a battle cry, and more descended upon the rest of them. Combat was joined with all of them, but Sylvia could only focus on herself.

She rolled to avoid the nunchaku of her assailant and activated the power of Mountain Maiden once more. With one giant silver hand, she grabbed hold of the Red Ninja and was about to throw him into the ground like she was a petulant child with a toy that had lost its joy. Unfortunately, her opponent was a ninja, and he managed to disappear from her grasp just in the nick of time.

This wasn't the first time Sylvia had faced a ninja though, and so she was prepared when her foe came at her from behind to try and strike her. She was able to stun him with a back fist and then sweep him into the air with a giant low kick that sent him flying into one of the trees with his aura sputtering. Before he could recover, a swift punch from her sent him headfirst into the metal of the path with a reverberating clang.

He wouldn't be getting up from that any time soon, and as Sylvia looked around, she found that the others had defeated their foes as well.

"That was a dumb move, challenging a master of jungle warfare in a hothouse," said one soldier with a mustache and a hat bent one one side.

Sylvia wasn't sure that made sense, but she couldn't argue with results.

"Come on, there's more where this came from," said Winter.

Sylvia wished those words had not been prophetic, but they had. They fought a great number of foes on their way to the core. This continued down and down until they were nearing that all-too-important part of Atlas themselves.

BOOM!

Zartan wasn't exactly happy with the way this job was going. It had started off easy enough, infiltrating the Dreadnoks into key positions in the Council Guard, suborning some, ousting others, and arranging for the more principled and high profile Council Guardsmen to be transferred to irresistible postings. What, exactly, Chrysalis had wanted had been vague, except she seemed aware that her own long-term infiltration was under threat.

Colton's return probably had something to do with that.

Now, however, his Dreadnoks and the Red Ninjas he had hired were losing ground, and escape was looking... difficult. He glanced at Monkeywrench, who was hunched over a computer console, having accessed it with the good councilor's codes. That little distraction would be quite sufficient, even if it meant sacrificing a city of potential customers, but it seemed he needed more time.

His eyes tracked across the battlefield until they zeroed in on where Councilor Sylvia - the real Councilor Sylvia, that is - was clutching her head from the explosion of the micro-rocket he'd fired to get some breathing room.

He needed time, and if the councilor were in need of medical attention... well. On the other hand, while a wounded councilor would buy it for him, a dead one would likely earn him a few extra bullet holes, just to be sure. He glanced above her, to the pipes running along the ceiling. Who knew what chemicals ran through those pipes?

Zartan snapped his break-action micro-rocket launcher shut and raised it, aiming at the ceiling above the councilor.

"Nothing personal, Councilor," he said quietly. "Just business."

He fired.


Neptune nearly stumbled as another explosion shook the ship.

"I think we might have overdone it," he dryly commented.

"Nah, this is pretty standard for Starscream's mishaps," replied Cliffjumper.

They had just entered the corridor where they had left the Bullhead, and somehow, they hadn't been discovered by the Decepticons. To be fair, they had a lot of other things to worry about. Not to mention that Cliffjumper had let them ride in him while he was invisible and in vehicle mode for a while.

That had been awkward.

"You gotta be kidding me," commented Cliffjumper as he found himself looking at the Bullhead. "You came in on that hunk of junk?"

"Hey, she's not that bad," defended Sun.

"Certainly better than swimming," agreed Weiss.

"Can we argue about this after we get off the exploding ship?" asked Blake as she scrambled into the airship and then the cockpit.

The rest of the Huntsmen trainees followed her into the Bullhead… and so did Cliffjumper. The youngsters were left with about half a second of warning before the Autobot, in car form, came flying through the door to the cabin. Somehow, remarkably, they didn't get run over.

"Watch it!" complained Neptune.

"Hold on!" Blake shouted back over whatever was going to be said.

The engines of the Bullhead howled, and the VTOL lifted up into the air. It spun around and accelerated towards the malfunctioning door that had admitted them in the first place. It had started to close when they lifted off, but the craft was swift enough to just barely avoid being crushed, with a lick of flame from the thundering explosion escaping through that same gap on their tail.

Everyone in the Bullhead but Blake screamed as the aircraft dove down to the ground and twisted through the streets while performing an aileron roll.

"Land, Blake! Land!" shouted Sun as he held tightly onto the handle in front of Neptune and his blue-haired friend held onto him.

The craft leveled off, and with a groaning of what was hopefully not the inertial dampers, the Bullhead came to a stop on the street besides a ruined remains of the Blue Bridge that had once passed over one of Vale's large rivers. The landing gear had no sooner touched down than did the occupants scramble out of the vehicle. Blake followed at a more sedated pace.

"And you people call me crazy!" complained Cliffjumper as he transformed back into his robot mode.

"Look!" shouted Neptune, pointing back to the Decepticon ship floating above the city in the darkening sky.

Explosions rippled along the width and breadth of the vessel, and rays of light shined out of it in time with an ominous whine.

"It's going to explode over the city!" screamed Weiss in horror.

"Wait for it!" Cliffjumper declared, holding out his hand.

The noise and light built to a crescendo, and then, suddenly, when all seemed lost, everything stopped. A moment of tension held in the air, and so likewise did everyone watching hold their breath. Death was upon them.

Fewuuuuuuuuuuuuuuuuuuuuu…

The sound, like air escaping from a balloon, echoed out from the Decepticon vessel.

Cracka-brak-brak-bawoosh.

A cringe-worthy noise of mechanical trouble followed, and then a giant cloud of black smoke shot out of a hatch on the top of the ship's nose briefly.

Then… nothing.

Everyone but Cliffjumper stared at the Decepticon ship.

"Ha! Told ya!" bragged Cliffjumper.

"What was that?!" shouted Neptune in confusion.

"That was a perfectly-executed Starscream screwup," declared Cliffjumper, brushing his knuckles against his front finish before blowing them off. "Big build up, big noise, but ultimately, minimal damage and a fizzle."

"But the explosions… 'minimal damage'?!" cried Weiss in frustration.

"Yep," replied Cliffjumper with a pop.

A set of TVs in a nearby store stopped projecting static, and a news report came on. "-breach has been confirmed! You heard it here first, people: a breach in Lost Valley Square-"

"Oh, will you look at that? Comms are back online," Cliffjumper smugly noted. "You're welcome."

The Huntsmen students wanted to complain, but before they could decide one way or the other, squealing tires alerted them to a newcomer, a red pickup truck. That newcomer transformed then in a leap to land near to them. Judging by the logo on him, he was an Autobot like Cliffjumper.

"Cliffjumper?!" he exclaimed in shock. "What in tarnation are you doin' here? No bot's seen chrome nor steel o' you since we fought the Predacons in Vacuo."

Cliffjumper turned in full to greet the newcomer. "I've been living on the edge, Ironhide, protecting those forgotten by the so-called defenders of this world. And that's including you."

Ironhide's eyes narrowed visibly. "Prime wants ta talk to ya, by the way. Something about you nearly starting a war. Said it would be a looong talk."

Cliffjumper seemed to pale a little, somehow.

"He said he was attacked first," Weiss said out of the blue.

Everyone turned to look at her.

"Really now?" drawled Ironhide.

"Yes, and… and I think he might be right," declared Weiss.

Neptune put a hand on her shoulder in comfort. Defending Cliffjumper might not have been the smartest idea in the world, and he didn't need to be familiar with the situation to see that, but it felt right. He backed them up, so they would back him up.

"Hmm," Ironhide considered, and then transformed back into a truck. "Something to talk about later. Right now, we still have a city to save and Deceptichops to bust."

With that, they all rushed back into danger.


"This is Hector Ramirez, live from Lost Valley Square - and hopefully, recorded - where three unknown robots appear to have created a breach right here in the heart of Vale."

The reporter was crouched behind a bus stop shelter as he narrated into the camera.

"It appears that two other robots, accompanied by the famed Team Juniper of Beacon, a Huntsman, and even a senior member of the White Fang are doing battle with these robots in an attempt to contain and seal the breach."

"Hey," complained a voice from behind him, drawing both Hector and his cameraman's attention, "I'm here too."

They turned to find an antlered reindeer faunus crouching behind the same bus stop shelter, clad in a White Fang outfit, complete with mask, and clutching a militia battle rifle. He peeked around the other end of the shelter and fired, though how much he was actually contributing to the fight was... debatable, given none of the hostile robots seemed inclined to notice.

Not that Hector was complaining. He liked being close to the action, not in it.

Hector ducked as something exploded, sending a piece of debris flying past his head.

He peeked around the bus shelter again, waving his cameraman forward. His eyes widened. "A breach has been confirmed! You heard it here first, people: a breach in Lost Valley Square has been confirmed. Grimm are entering the city! The robot saboteurs are now attempting to flee, but Jaune Arc, potential claimant to the Empty Throne, and Pyrrha Nikos, four-time Mistral Regional champion and this year's first-year Vytal Tournament champion are in hot pursuit, while the rest of the heroic Team Juniper and their allies attempt to hold back the Grimm and seal the breach."

"I'm sure it'll all be fixed in a minute," commented the White Fang grunt beside them.

The big green robot was knocked back on his keister by a colossal High King Taijitu barrelling out of the hole, black end first, widening it further with the bulk of its titanic circumference and followed by the far more raucous cries of yet more Grimm. Beowolves and Ursai clung to its scales, and in its wake, more Grimm - Creeps and Karkadanns and Sleipnirs - flooded out, followed by the slower, lumbering forms of Ogres and Cyclopes, themselves accompanied by the elk-horned Cerruns that, though capable of great speed, seemed content to stalk forward at a stately pace.

"Come on!" the White Fang leader bellowed at the High King Taijitu's black heads; it had three black heads, a sign of its age and strength, surely mirrored by the white end. "Hit me already!"

The High King Taijitu's black heads reared back, even as the white end slithered out of the tunnel and coiled around, presenting its three heads. One by one, the six heads lunged, striking the White Fang leader, who grunted but held his ground, blocking each blow with the battle rifle he held in his hands.

The rifle began to glow, brighter with each blow, and he swung it like a baseball bat. A flash of light blinded Hector as the White Fang leader struck, and the High King Taijitu recoiled, minus three heads: two black, one white.

"Tell me you got that," Hector begged, looking at his cameraman, who shot him a smile and a thumbs up.

Satisfied, he turned back to the action. The blond Huntsman was grappling with an Ogre, while the White Fang leader had transformed his rifle into its sword form and was dashing around, using it to skewer and slash the forefront of the Grimm incursion, alongside the less notable half of Team JNPR... Lie Ren and Nora Valkyrie, that was it.

As the White Fang leader impaled an Ursa, however, a Beowolf slipped behind him and struck. He turned, just in time to catch the blow across his face, and though his aura seemed to hold, it still knocked him off his feet and sent his mask flying.

In the meantime, the High King Taijitu had recovered and was rearing back all its heads, zeroing in on the White Fang leader.

Before it could strike, though, gunfire sounded, first one, then a few dozen, then many more in a ragged volley. The thunder of heavier guns soon joined them, along with the whistle of a few rockets. Bullets and shells and rockets pelted the High King Taijitu before it could strike, causing it to rear back, until a pair of particularly loud cannons spoke, tearing the gigantic Grimm to pieces, the remains collapsing over the entrance, giving them a short breather..

"It appears reinforcements have arrived," Hector narrated into the camera. "The people of Vale have answered the call to arms with their personal weapons." He squinted. "And it appears a collector has brought out a pair of Great War vintage six-inch self-propelled assault guns too. Surely, with such a force, this Grimm incursion will be driven back!"

As if on cue, Jaune Arc and Pyrrha Nikos - a couple who was dominating certain headlines - returned, landing in the square.

The prince spoke. "They got away somehow," he reported grimly, shaking his head.

"Probably switched to their alt-modes," one of the robots - the white one - replied, his voice low and smooth. "Who knows what they look like now?"

"At least the breach seems to have been dealt with," observed the Champion of Mistral.

"No," the White Fang leader denied, shaking his head as he strode up, and Hector could see the brand on his face, three unmistakable letters. Silently, he waved furiously at his cameraman to get a close up. "This was only the first wave," continued the man with 'SDC' branded on his face. "Until we seal the tunnel, they'll keep coming. And we'll have to push them back pretty far, or they might surface elsewhere later, after undermining the foundations."

"You have a plan?" asked the prince.

The White Fang leader nodded, then turned to the crowd.

"Defenders of Vale!" he called, clearly well-practiced at projecting his voice to loud crowds. "My name is Adam Taurus, leader of the Vale White Fang. Once, I would have counted many of you among my enemies, but tonight, we face an enemy common to us all. The Grimm are coming, the same relentless tide that Huntsmen fight everyday, that others are fighting at the walls at this very moment, coming to kill us all and turn all we have built to ashes. Here we stand, with no walls, no battlements, no emplaced weapons to aid us."

He paused a moment, but before any real worry could find purchase in the crowd, he continued, "But Vale does not stand alone!" He gestured at the two robots, first the green one, then the white one. "Bulkhead and Jazz of the Autobots, experienced and talented warriors, enemies of the treacherous Decepticons, hail from the planet Cybertron." He then waved over to the prince's team. "Team Juniper, the Pride of Mistral itself, stands ready." Then the blond Huntsman. "Taiyang of Patch, skilled and brave. And I myself, born of Mistral, stand with you. It will not be easy, but the breach is small, a narrow tunnel which will force the Grimm into a killing zone, and if we push them back far enough, we can seal the breach far from any place that they could use to menace us again."

His gaze swept across the crowd, blue eyes seeming to challenge them, daring them to step up to the task before them... then he turned and ran, leaping into the hole from which the Grimm came.

At that, the green "Autobot" - the one apparently named Bulkhead - shrugged. "After a speech like that, I ain't stayin' up here." And matching actions to words with footsteps that caused the ground to tremble, Bulkhead jogged after Adam Taurus. He was not alone.

Hector stared, then turned back to the camera. "As you can see, Adam Taurus of the Vale White Fang is now leading the charge to push back the Grimm and seal this breach in the center of our fair city. Our hopes and prayers are with him, as they are with all the defenders of Vale."

He pulled out a pistol from under his jacket.

"Hector Ramirez, signing off."


"Beautiful, isn't it?" asked Megatron appreciatively.

Yang struggled to move in the grasp of the metal despot, but… she couldn't. His grip was too tight, but she still kept trying . She had to. Optimus was on his way, and she couldn't be a hostage to use against him.

"The Creatures of Grimm are pure evil," continued Megatron in that same semi-awed state. "They can't be bargained with. They can't be reasoned with. They don't feel pity or remorse or fear... but this specimen is truly a cut above the rest."

Out in the ocean, the titanic form of the Leviathan Grimm plodded along, absorbing attacks to its bone-white armor that passed for skin as if it was nothing. Occasionally, the vile beast would unleash an energy beam that would sweep across a ship in the air or sea and send them down in flames. Still, the forces of Vale kept fighting, though that fight seemed impossible.

Megatron shifted his right foot, pressing it deeper into Bumblebee's chest. "Are you watching, Autobot? We wouldn't want you to miss any of the action, especially not when it was your own cowardice in speaking to the governments of this world that led to this."

Bumblebee didn't bother with a response. He just struggled all the harder, driven by the same feeling that drove Yang.

The leader of the Decepticons turned to look at Ruby caught in his other hand and smiled cruelly. "You of all Huntresses should be able to get out of this, but you don't know how, do you? You still haven't figured it out, even with all the evidence in front of you. If you had paid more attention to the Vytal Tournament like you were supposed to, perhaps you wouldn't be here right now."

Yang cursed ever allowing herself to get into this situation. It had all happened so fast, but she should have been faster. If she still hadn't been able to save herself, she should have at least been able to save her partner and her sister.

That heroic truck horn blew again, and this time, it was so loud that its position could not be mistaken. The familiar sound of transformation a second later confirmed it. Hope soared in Yang's chest at the two noises.

"Let them go, Megatron," ordered Optimus Prime seriously.

Megatron smirked. "Gladly."

When it happened, it happened all at once. Megatron shot his foot forward, kicking Bumblebee into the water. Then, simultaneously, he threw Yang and Ruby back into the city.

Yang skipped along the ground, her aura grinding away, before crashing through several abandoned food stands. When she eventually stopped, she was left a groaning mess that was struggling to get up. Get up she did, though, for she had people depending on her, and she was not about to let them down.

Stumbling to her feet, Yang felt her retinas burn from a sudden flash. It wasn't the same as when the atomic bomb had gone off, but it still… her mouth dropped.

Optimus Prime had engaged Megatron in single combat. The flash had come from the sudden impact of the glowing blue blade of Optimus's mighty two-handed rocket-propelled axe and the purple spiked flail that emerged from the barrel of Megatron's legendary fusion cannon. They struck out at each other again, and again, there was a flash and a booming crash.

On some unconscious level, Yang knew that she could never hope to participate in that contest of wills so ancient and powerful. They were both on another level. So she had to focus on what she could do.

She looked about and, with a horrified gasp, saw a torn and tattered red cloak catching the light of the setting sun. Yang ran to it, and as she ran, the air was torn asunder and howled with rushing wind that made her target flutter ominously. She was feeling out of breath by the time she reached the scarred raiment.

It was still attached, thankfully, to its owner. Her eyes were closed, but Ruby Rose was still gently moving in rhythm of her breathing. Not taking any chances, though, Yang dropped down to begin checking her vitals.

There were, thankfully, plenty of signs that she was stable. Which was good, because when Yang reached down to bring out her scroll and check their auras, she found that not only had she accidentally grabbed her burner scroll again, but that the cheap communication device had broken beyond all repair. It… pained her, strangely.

Luckily, she could sense an aura manually, even if she couldn't find her other scroll.

The thunder continued to rage, and yet even above that, words could be heard loud and clear.

"Prime! I knew it was you!" cried Megatron, deploying a blade from his left arm and parrying an axe strike. "I had to be sure though."

"So you attacked Vale?" asked Optimus in disgust before transforming into his alt-mode to duck under a strike and move behind his opponent.

"Of course!" confirmed Megatron, moving with swiftness to keep from being exposed. "I knew that if I ordered this city subjugated, then you would not be able to resist making an appearance, and now that you have, I don't have to worry about any part of this charade any longer."

"You're deranged," sneered Optimus, transforming again and taking aim with his ion blaster.

"No, Prime, I just know what I want and how to get it!"

Megatron transformed himself, absorbing quite a few blasts in the process and then unleashing a horrifically powerful single shot in return.

Yang turned away from the battle and back to her sister. She had to get her out of there and fast. She didn't have much time.

That point was underscored when Optimus's big form crashed along the ground, bringing him right next to where the sisters were. Yang turned and held in a gasp. There were a whole heap of fresh cuts and scrapes along the body of the leader of the Autobots. One of his tires was even torn!

"You should have just let me miss," declared Megatron, who was not looking much better, as he raised his fusion cannon and began to swing around the flail that came from it.

A yellow bolt of energy struck the ground between them, exploding with a brilliant flash.

"Insolent!" Megatron cried in anger.

For his part, Optimus took the opportunity to rise back to his feet, the dents and scrapes already healing from his aura, the aura that continued to amaze Yang with its power whenever she sensed it.

"I wouldn't be me if I did that," replied Optimus calmly.

"No, no, you wouldn't," agreed Megatron before whipping out his flail.

Again, the thunder of ages clashed above Yang's head, and this time, it was louder than ever. Loud enough, it seemed, to wake Ruby. Her silver eyes were open as big as pie plates, and she was starting to move, just as a shadow fell over them.

The two turned to see the familiar and slightly waterlogged forms of Bumblebee and Hot Rod, the former clutching his energon battle pistol, the latter with his energy bow out and glowing yellow.

"What happened to you?" yelled out Yang over the din of battle.

"There's Grimm Sharkticon things in the water!" complained Bumblebee. "The Decepticons really did a number on the defenses out there."

"Come on," Hot Rod insisted. "We need to get out of here."

"What?" balked Yang. "No! We've got to help Prime! This is what we signed up for!"

Hot Rod shook his head. "That's Prime's fight, kid. We'd better stay out of it. We'd just get in the way."

"He's right, Yang," Ruby said.

"Ruby?!" Yang snapped her head around to look at her sister, feeling betrayed.

"I know it's frustrating to run away from a fight, especially when your friends are in danger," Ruby said, "but you have to know when to pick and choose your battles, or worse things will happen."

Yang felt the anger fade as she looked at her sister in wonder. "How did you get so old so fast?"

Ruby shrugged. "It's not the years; it's the mileage."

The two Autobots transformed and popped open their driver's side doors. Yang immediately ran for the yellow Folkcar Bug that had been her partner for so long, but Ruby looked between them in indecision.

"If you're gonna ride, Ruby," Hot Rod said playfully, "ride in style."

"Hey!" Bee complained as Ruby ran for the flame-streaked sports car.

Once aboard, they sped out. This was not a fight the young ones could fight.

This was a fight for the old men.


While the battle in the skies and in the city raged, certain doom stomped inexorably toward Vale. The Leviathan waded through the water, its thick, corded legs creating wakes large enough to capsize smaller boats with each step. The coastal batteries thundered, pouring shell after shell after shell into it, and while they wounded the titanic Grimm, the injuries appeared superficial and seemed to slow it down not at all.

Today had been a day for firsts for Sky Beak. The Skystrikers - which apparently could transform into giant robots? - were fleeing the even bigger giant robot that was made from the five airship - airplanes, he reminded himself - that had flown in to help. That eased the pressure on the Royal Air Lancers, enough that he had managed to land and swap aircraft. He had traded his Firebat for an FV-27 Longhorn loaded with heavy ordnance and was leading a similarly-equipped ad hoc flight out to sea.

They had to stop the Leviathan. He glanced down as he flew over a quartet of VCGS cutters, their cannons blasting away to little effect. A brilliant flash of light up ahead drew his attention forward as the frigate in the Leviathan's clutches broke in half, its magazine detonating. He pressed on. Each of his flight's Longhorns was carrying four 5,000-pound bombs (once one discounted the gravity dust lightening the load). That came to 40 tons of high explosives in contact-detonated shaped charges.

He only hoped it would be enough.

It wasn't.

Oh, they'd hurt it, just as the Coasties and the coastal artillery were hurting it, but even as its thick bone armor blackened and cracked, even as chunks of obsidian flesh burned and sublimated away, it continued to plod toward Vale with an inevitability that sent despair clawing at the heart. They were hurting, yes, but at the rate they were going, it would reach the center of Vale long before they could kill it.

Then, as before, help arrived on wings of red and white. The five aces of the Aerialbots flew in an arrowhead formation towards the foul beast of the deep and unleashed a storm of projectiles and missiles and bombs and fantastic energies upon it. The Leviathan was bracketed with explosions just as before, and just as before, it kept on coming through the smoke of that which sought to destroy it.

In reply, the Grimm monstrosity fired off that horrific beam of energy from its mouth towards its attackers. The Aerialbots dodged in a perfect fan-shaped climb that left them arcing off in different directions before pulling back around to create five giant vertical circles in the sky. It seemed like they were going to crash together, but at the last second, they transformed and combined to form the super robot Superion.

The titanic form of Superion hit the water and then immediately leapt back into the air to deliver an uppercutting punch to the Leviathan's jaw with a sickening crack.

"Yes!" cheered Sky Beak's WSO with a fist pump. "I can't believe how satisfying that was!"

The Grimm staggered back and then spun in place at incredible speeds such that its large tail collided with the combiner and sent it spinning through the air. That particular combiner was not delayed in the counterattack though, for it was also a plane. With a KAFWOOOM of flame, thrust erupted from its feet to allow it to reverse direction and speed back to its opponent.

Superion deployed that massive pistol that once was part of its component parts and fired off a beam that hit the face of the Leviathan. The Grimm recoiled and was soon hit by a leaping kick right in the point where the beam had struck it. The super robot flew past, and the demon from the sea fell into the water but got back up.

"Come on!" cried out Superion, landing and adopting a fighting pose as he did so. "Is that the best you got?"

A good third of the bone mask covering the Leviathan's head shattered where it had been struck to reveal… a second mask. The Grimm's glowing eyes focused on Superion, and then it brought its fists together in an awful and terrifying boom. The knuckles bounced off each other, and then it whipped its head down and tail up such that its back was flat as a table before unleashing a beam more powerful than any before.

Superion barely managed to dodge, and the beam sailed out over the ocean to impact somewhere near the horizon and create a massive blast that almost made one recall the atomic explosion that had so impressed itself upon the world.

Before the Grimm could fire again or adjust its aim though, Superion came down upon its head with a flying kick. The combiner had leapt into the air on pillars of fire from the engines that had been repurposed into feet. The monster was driven into the sea, but it was far from defeated.

The battle raged on.

Meanwhile, in Sky Beak's Longhorn, the pilot and his WSO had taken notice of the commotion onboard the alien vessel and the return of communications that shortly followed. They quickly went about checking the progress of the battle and reattaching themselves to vital systems that they had not had access to for some time. However, it was not just them contacting others, for the same thing was being done to them…

"Hello, is this thing on?" came the absentminded-sounding voice from the comms.

"This is Colonel Sky Beak of the Royal Air Lancers. Identify yourself," demanded the Valish flight leader.

"Name's Wheeljack, and I'm the Autobot who's going to help save your tailpipes," replied the voice.

"Does this involve a zany scheme?" asked Sky Beak pointedly.

"No! …Well, kind of," admitted Wheeljack. "It's actually pretty practical compared to my usual plans. All we have to do is pin that monster in place and get accurate firing coordinates to the city's artillery."

"But even if we could stop that Leviathan, a fire control system of that scale is still months away from being ready," objected Sky Beak. Damn those peaceniks. I warned them about the budget!

Wheeljack's reply was eager and jovial. "Well, then today's your lucky day, Sky Beak, because the future is now, thanks to science!"

"Greetings," came another voice, far more stable and electronic-sounding than Wheeljack's.

"Sky Beak, meet Telatraan-1, the Ark's computer," explained Wheeljack. "He's going to help us save the city."

"Affirmative," agreed Teletraan-1. "Colonel Sky Beak, can you patch me through to your airships' sensors? I need positive idents on all artillery pieces available."

"If it'll kill that Leviathan? You got it," agreed Sky Beak, he directed his WSO then to patch him into the rest of the city's defenders. "This is Colonel Sky Beak to all elements; we've got a plan to save this city before the Leviathan in the harbor turns us all into chow. Sync your sensors with the connection we're forwarding to you."

The message went out across the tacnet, and soon, there was a flood of acknowledgements. With those acknowledgements, Sky Beak watched his sensors light up like a bonfire, and soon after, the holographic displays on his helmet and screens began displaying numerous markers. One of those markers was the big sick-looking purple one surrounding the Grimm.

"Superion, pin that monster in place and keep his jaw shut tight," ordered Wheeljack.

Outside, the combiner grappled with the Leviathan, holding onto its jaw like some sort of mad crocodile wrangler. Sky Beak's attention was drawn, however, to the markers he saw covering the city as well. They seemed to be the same as the Coast Guard ships and Air Lancer airships.

"Teletraan-1, you've designated civilian locations across the entire city. Explain," inquired Sky Beak. "Wheeljack said you were just going to use the military's guns on that thing."

"Incorrect," answered Teletraan-1 simply. "Wheeljack said that we were going to use the city's artillery. City, in this case, referring to a geographic location, not a political entity."

Sky Beak looked out across the city where with his keen eyes - and his helmet's zoom function - he was able to see hundreds of people turning everything from mortar tubes to emplaced big guns towards the bay.


Emerald Sustrai's cell trembled around her, the light flickering. Setting down the book she was reading, she uncrossed her legs and stood up from her bed; she actually had a pretty decent mattress, a reward for her good behavior. She looked up at the camera in the corner. "What's happening?" she demanded, hoping there really was someone on the other end of the connection.

Her cell had a solid steel door rather than bars. The cameras ensured she could be monitored without any direct contact with any prison guards to prevent her from using her semblance, and there was an intercom connected to the camera feed, allegedly with someone always assigned to it in case something happened. That didn't mean she hadn't been working on how to escape, of course, but it did complicate matters.

"I'm... not sure," came the reply.

She smiled. She recognized that voice. It was Reed. She didn't know what he looked like - if they'd ever been in the same room, she didn't know it - but she'd chatted with him from time to time. He was nice. He was friendly. He was the one who'd arranged to get her access to the prison's library. In short, he was a fool, if a potentially useful fool.

"Well, maybe you can-"

She was cut off by a loud banging on the other end of the connection.

"Wha- hey! You can't-!"

The line went dead.

"Emerald, are you ready to get out of there?" came the voice of Hazel Rainart over the line.

So, too, evidently, did Reed.

An eager smile came to Emerald's face. "Of course!"


"Come on! Come on!" cried Silverstream as she and her brother "Terry" Terramar carried the 4-inch artillery cartridge out into the backyard, struggling all the way with all 44 lbs of top-heavy shell and casing, even with four arms upon it.

Their family was really lucky - their parents had said so a lot - because their house was on a hill, and the geometry was off, so all the space wasn't used during construction of the neighborhood, and that meant that they could have a backyard. They said they were really lucky because of how they had gotten the house too, but Silverstream thought it wasn't too lucky the first time around that she didn't remember and didn't bother listening to all the other times they said it. Really, all that was important at that moment was that they had wheeled dad's anti-air artillery piece out of the garage and set it up to fire.

And fire they had, both at the passing enemy fighters and at the Grimm that were trying - and failing quite badly - to penetrate the city's defenses. When their dad got home, they'd be able to tell him all about it. They'd be the ones telling hunting tales for once, but before that could happen, they needed to restock their ready ammo.

There was a thud as they set the ammo down, and Terry let out a grunt. "Why did they make these things so heavy?"

A frightful roar came up from the sea, and Silverstream felt her blood run cold again. Again, because it hadn't been the first time. Why hadn't they been able to kill that Grimm yet?

Her mother put another shell down right besides theirs. That made twelve. They had twelve shots to use before they had to run back for more. Assuming they stopped to return to firing now, that is, and as the momentary rest gave Silverstream the chance to take stock of her aching arms, she found herself really wishing that they wouldn't go back for more.

A message notification sounded from their mother's back pocket, and she reached around to take out her scroll.

"They stopped the jamming?" she asked, opening her scroll and reading the message. "Silverstream, Terramar, get on the controls. Now."

They scrambled, all exhaustion banished by the urgent tone of their mother's voice. Terry took up the position of pointer, while Silverstream took up the position of trainer. They gripped their controls nervously as their mother read off a targeting solution. It was unusually accurate, but they all remembered the drills and not to question the solution in a combat situation like this.

"Elevation, set!" called out Terry.

"Traverse, set!" called out Silverstream immediately after.

There was a muffled clunk, and their mother called out. "Round loaded! Firing!"

BOOM!

Silverstream reached up and covered the ear protection she was wearing with her hands. It was an involuntary impulse that had happened after the only time that she had taken that protection off when they were firing the gun. Before they had left the range that day, her father had told her that some lessons only needed to be learned once, and he had been right.

"Silverstream, check for impact," ordered her mother.

The young faunus girl bounded out of her chair and ran over to the edge of the slope on their yard. She brought the electrobinoculars around her neck up to her eyes and looked out across the dark city with the night vision towards the coordinates her mother had read off. What she saw was… very strange.

A giant fighting robot that looked like it was made out of airships was wrestling with a Grimm Leviathan that looked straight out of her nightmares. The robot had managed to get the Grimm's mouth shut and was holding it closed while keeping it pinned. It didn't make any sense… but then the Grimm was lit up with hundreds of explosions, all centered around its midsection.

Even at the distance of her house from the shore, Silverstream still was able to feel those blasts every so slightly. She could certainly see them when they nearly blinded her. It made her wonder what Weiss would do in her situation, seeing her own actions contribute to that much destruction…

"Hit! No change! Keep firing!" she yelled back to her mother and brother.

The artillery piece boomed again, and again, and again. Each shot was slightly slower than the last, thanks to her mother's exhaustion with loading so many rounds over the course of this big battle, but they kept firing. Now that the solution was known to be good, they did so with far greater rapidity, but Silverstream was still looking through her binoculars to report when the shells hit after so long in the air.

Then, suddenly, she saw the Grimm Leviathan die.

"Cease fire! Cease fire! Cease fire!" she called out to her family, turning her head around to do so and briefly noticing that they had no ready ammo left anyway.

They obeyed, and Silverstream looked through the electrobinoculars again. The robot had leapt away, and now, shells were splashing down into the water to churn up the sea. She dropped those binoculars again and took in for the first time the smoke wafting across the city and how every gun she could see was pointing towards the same target.

They'd beaten it. Somehow, working together, they'd beaten it. She'd need to ask how later.

In that moment, though, Silverstream was just struck by the immense feeling of satisfaction, and she wondered if Weiss ever felt that good killing Grimm. She also wondered if her father would tell her she did good when he got home that day. Growing in prominence, though, was a desire to find out more about that giant robot, the one who had kept the Grimm held in place for so long and enabled them to do what they did.

Machine or not, that took guts in her mind.


"Duck!" came the shout over a megaphone, and the fighters in front dropped to a prone position as fast as they could.

The thunder that came after defied description, and so did the slaughter that resulted from it.

Taiyang Xiao Long looked from the concrete to see that the Grimm that had been advancing on them were no more, save for a pock-marked Deathstalker that was now missing its tail and illuminated by the headlights of the vehicles that had killed its comrades. Turned out that a pair of six-inch canister rounds did wonders to thin out the horde. They also did wonders to make him wonder why he didn't carry ear protection more often, because if he was able to hear anything at that moment, it would have been a miracle.

Then again, he didn't really need to hear to see the bright flash of Jazz's photon rifle putting a trio of holes through the eye of that remaining Grimm. Well, remaining for the next few hundred yards, at least. Those canister rounds might have been effective, but they were still subject to the laws of physics and lost their power after the first few bodies the round's ball bearing shot had to fly through.

They were up again, and his son was leading the charge. They'd been going for many miles, and still, he pressed on. He might have had some things to make up for, but Adam was nothing if not determined.

And boy, wasn't that the statement of the century? Not for the first time since meeting his boy in the infirmary did Taiyang wish that Raven had told him about Adam from the get-go. It wouldn't have been any hindrance to her attending Beacon, because the school already had a daycare center where he could have been cared for while they were away with classes or missions, cared for by people who had to have been better than literal backstabbing slavers. It wouldn't have been any hindrance to dating him either, as Taiyang had already accepted that she had not come from the most morally reputable background when he made the first move, and besides he loved kids. There had been no reason to delay the reveal at all, none.

Now… now there was so much that had been lost. Tai had never gotten the chance to teach his son how to shave, how to throw a punch, or how to talk to girls that weren't his sisters. More than the lost moments, though, was the damage that had been done because he hadn't been around to protect his son. Some monster had gone and branded his boy's face, he had been made a slave, and when he was finally free, he had been led down the path of being a murderer and a terrorist. Raven had cut him completely out of his son's life, and the results had been…

Taiyang forced himself to calm down and instead punch the head off some kind of leaping lizard Grimm that had been attracted to his fury. He'd heard before about certain cultures out there where it was considered healthy and expected for a man to beat his wife, and he had recoiled in revulsion then. It was a testament to how angry he was with Raven that he now had to force himself to feel that disgust again when the memory had come to his mind. The far more right and proper thing would have been to finally divorce his first wife and wash his hands of her, but… but he had promised Summer that he wouldn't, and he could deny his second wife nothing, even in death.

The memory of Summer cooled his temper and made him refocus on the events going on around him.

They were continuing the push, and those plucky citizens of Vale were right behind them to help knock back the Grimm with precise single shots. ATVs and motorcycles driven by the young brought supplies on small trailers up to the front and brought back to the initial breach the wounded and exhausted. Meanwhile, Bulkhead continued to work on the explosive charges that had been loaded onto a flatbed tractor alongside an old shopkeep which would hopefully save them all.

"How much longer, Jazz?" asked Taiyang in a yell.

"If our calculations - and those old plans - are correct, then we're just two hundred meters out," answered the smooth Autobot.

"Right," said Taiyang, and then he continued. "So... what's a 'meter,' anyway?"

"A little more than a yard, at least according to Yang," replied Jazz.

"Well, she's always had more of a head for languages than math, so I suppose it all evens out," reasoned Taiyang.

"I hope so. I'm running low on ammo," revealed Jazz before twisting around to look at the tractor following behind them. "Hey, Bulkhead, that bomb ready? We're almost there, and we need to be quick about this."

"Thanks for the help, Old Man Shopkeep," said Bulkhead to his partner before picking up a pair of very cobbled together looking explosives. "Yeah, I'm ready to go."

"Good!" cheered Jazz before looking at the self-propelled guns. "Hey, how many tracks you got left in those mixtapes?"

The commander of the one on the right, the grizzled old collector who owned them both, was the first to reply. "We have one canister round left, three high explosive, and two incendiary-smoke."

"One canister over here too!" said the commander of the one on the left, the collector's son. "We got two shaped charges, though."

"Perfect! Load those shotguns up and get ready for the signal," replied Jazz, gesturing down the tunnel. "Come on, just a little more!"

"You heard the bot: one final effort! Charge!" called out Adam, and the boy broke into a sprint with the rifle in his hands fully transformed into sword mode.

Taiyang shot after him. There were perhaps thirty Grimm that he could see clogging up the tunnel, and his son had been fighting far too long for that to be easy, so he'd be getting some help from his old man this time around.

And he'd be getting some help from others, as those behind charged after them.

"Hey, wait for me! I'm the guy with the bombs!" shouted out Bulkhead.

Adam hit the first Grimm that hadn't been blown apart by one of the enterprising snipers that had taken up residence on top of the artillery with a vengeance. Tai hit that same mass soon after. What happened next was a blur of fists, blades, and exploding Grimm as the dance of death moved down the line from one partner to the next.

Honestly? It was actually kind of fun. This was the biggest fight that Taiyang had been in in years, and he was doing it back to back with his own son. So it was with a smile and light steps that he bounced around the battlefield.

"Okay, we're here!" called out Bulkhead as he reached a certain spot shortly behind where the battle had moved. "Just give me a little time to set this up!"

He set down one of the large bombs and actually unfurled the other one to reveal something akin to a large flotation rope that he quickly began attaching to the wall.

The fight continued, but so too did the arguments.

"Bulkhead, what's the other bomb for?" asked Jazz.

"It's a thermobaric to kill all the Grimm in the tunnel," replied Bulkhead.

"What?! But we're in the tunnel too, Bulk!" objected Jazz.

"Not for long, we're not," was Bulkhead's answer.

Taiyang continued fighting, each punch taking out a Grimm, but now, the fight had become far more static. The only real change in the line was when Jazz ordered a retreat behind the SPGs, something everyone obeyed, followed by those six-inch howitzers blasting apart every Grimm for another few hundred feet.

"Reload with HE!" ordered the old collector.

"No need. I'm done here," reported Bulkhead as he drove the last of the explosive into the opposite wall from where he had started. "This tunnel's coming down, and we need to back up. Now!"

The SPGs threw themselves into reverse, and everyone on foot either latched on or started running themselves. Bulkhead and Jazz were leapfrogging cover fire, with Bulkhead having picked up the other bomb, but were clearly retreating all the same. Taiyang and Adam were themselves putting their best into fleeing in the most manly way they could, which just so happened to be like total cowards.

After they had some distance put between them and where they had been a moment ago, Bulkhead called out again, "Fire in the hole!"

With that, he pitched the bomb he had been holding in an underhanded lob that saw it fly through the air before eventually rolling along the ground towards the advancing horde. When it had passed the point where the other bomb was, Bulkhead hit a button on his wrist. It was evidently a detonator, because the next thing he knew, there was a terrific explosion, and the tunnel around where they had left collapsed to smother it. Then, shortly after, the newly created dusty hill of rubble shook slightly.

"And that's the end of that," said Bulkhead in satisfaction.

Cheers rose up among the assembled group, and a great rising spirit followed. Adam, though, he just seemed exhausted, if only for a moment. Taiyang could understand that.

"You did good, son," he said to him.

Adam looked at him in bleary confusion. "I'm not your son."

Taiyang seemed to consider that for a moment. "Hmm. Nope."

"'Nope'?" echoed Adam.

"Nope," repeated Taiyang. "I'm learning from James and nipping this in the bud right now. You're not getting rid of us that easy, son."

Adam shook his head and laughed. "Why is this so hard?"

"I don't know. Maybe it's because the day's not done," mused Taiyang with a smile. "Come on. Let's get out of this pit."

Adam nodded and followed him back towards the site of the breach.


Sylvia swallowed on instinct as the blue liquid rushed over her, and then, equally on instinct, snorted and tried to expel it as it flowed into her nose. Then, all of a sudden, it was over. She was being held up, soaked all over, by one of the soldiers that had been fighting alongside them.

"Ma'am, are you alright?" asked the jungle warfare specialist.

She blinked her big silver eyes and swept away more of the blue liquid. Was she alright? Why, yes, she realized suddenly. In fact, she was better than all right; she was all circular! She could feel an energy that she couldn't have even comprehended before exploding from each and every one of the cells in her body!

She was like a plant in a hothouse, a penguin in a fishery, a dingo in a nursery! She felt like she could run ten marathons from Argus to Mantle and back with no sweat whatsoever! She felt like she could indulge in all manner of youthful heroics and defeat every gang member in Mantle in single combat.

In fact, Sylvia could dare say that she had never felt this good in her entire life.

"Fine!" she said so quickly it was almost indecipherable. "Fantastic! Hey, what is this stuff anyway?!"

A wet slapping filled the air as her foot tapped the floor that was still covered in that blue stuff like a woodpecker in mating season.

Winter bent down and swiped a finger through the liquid before bringing it up to sniff it with a confused expression. "Energon. This is energon, but I've never seen it in this color except…" - she turned to Colton with suspicious eyes - "...Decepticon blood."

Colton gave her a look. "Listen, Targeter, if you want to hear the explanation for that, you can stick around for the aftershow, but right now, we've got to save the world from…" And here, the great General Colton looked confused as he turned towards where the others were working at a computer console. "Hey, what's trying to kill us?"

"Looks like they've planted a virus in the control systems before they got away," came back the reply. "They also blew up the backup servers."

"Uh huh." Colton nodded. "And what's this virus doing?"

The man at the computer console tilted his head to the side in a sort-of half-shrug. "Lowering the city into the lake. Which... will flood Low Town, at minimum. I can fix it, put in the new code I've been working on..." He trailed off.

"But?" Colton prodded.

"...but that would require a full system shutdown and reboot," he continued. "Which means taking the anti-grav systems offline completely."

He didn't elaborate further, but then again, given he was talking anti-grav systems, and they were on Atlas, the floating city in the sky, he didn't need to.

"Yeah, let's call that Option Q," replied Colton. "Give me another option, Mainframe."

Sylvia looked to the side, where there was a corridor that led all the way back to the edge of the city. Suddenly, like a thunderbolt, it was all clear. She knew what she had to do… and was at peace.

"Councilor, we should…"

The rest of what Winter was saying was cut off by the rush of wind in Sylvia's ears as she bolted from the room. She ran, and she ran, faster than she ever had before. Twists and turns, she followed until she saw a window and hit it like a glowing silver cannonball.

Whatever the window was made out of, it wasn't glass, but it got out of the way all the same. Just like that, and just as she planned, Sylvia was falling right out of the sky. It was the only way she could get enough space for what she needed.

A bright light shone, and in the span of a second, a large human woman made of silver energy appeared and grew to titanic proportions. Gigantic feet crashed into the water near the shore, and a new colossus now stood more than a mile high, with legs straddling much of the lake. And at the center of that silver giant was Sylvia, eyes now shining with the light of two unconquered moons.

A confident grin came to Sylvia's face, and the construct mimicked her action even as its shoulders and hands came up to support the weight of the gargantuan mountain of rock and steel that was slowly falling to the ground.

"Just keep smiling. Show the people that you're not afraid and that everything is going to be all right," said her mentor to her one day.

"But what if I am afraid, and what if it isn't going to be all right?" she asked back with a touch of the emotions she described.

He laughed. "Then you smile all the harder, because the people you protect have to believe that, even if you don't."

Sylvia's smile was bigger and more jovial than it had ever been before in her entire life.

This is incredible! she thought in wonder, even as she could feel the weight of the floating island pushing down the feet of her energy self. Whatever this energon stuff is, it's… it's incredible.

She was glad in that moment that she had forgotten how much Atlas weighed; it might have given her the impression that what she was doing was impossible. As it was, all she had to keep her focus on was supporting it and keeping her semblance running. That alone should have been impossible, but somehow, she knew it wasn't. Her aura was rushing out of her like water out of a broken dam, but behind that dam was the ocean!

Suddenly, the weight became multiplied a millionfold, and the balance shifted such that she had to rapidly adjust her stance to keep the island level.

They must be fixing the problem, she realized. I just hope they do it quick. This load is starting to get a little heavy!

She could feel her feet pressing further and further into the shores of the artificial lake, with the water now lapping at the bottom of her incorporeal shins.

Inside the energy construct, the physical body of Sylvia let out a cough that tasted like blood, and she realized that she had overestimated her expanded reserves of aura.

I always knew this would be a one way trip, she told herself, but it's not over yet!

The weight was becoming all-consuming now. It felt like her every muscle was exploding, and her aura was beginning to seriously split itself between both healing her and keeping her semblance active. With great willpower and using a technique she had learned long ago, she turned off her aura's healing and poured everything into her semblance.

It's like we always used to say at Crystal Prep: Always go further beyond and surpass your limitations! This mortal body is just one limitation that you're going to have to break through, Sylvia. Come on! For Atlas! For life itself! Semper Plus Ultra! Go beyond, Mountain Maiden!

Her vision started to fade red, and she could feel the mighty torrent of aura draining away to its last drops, but still, she held on.

If there's anyone out there in Heaven, please lend me your strength! Help me stand just a little while longer! Just a little longer!

Then, suddenly, the weight lessened and then began to lift itself off of her shoulders. That last little bit of strength came through for those last crucial seconds. When it passed, it was over, and Atlas was ascending back into its proper place in the sky.

When she realized this, all thought left Sylvia along with her semblance, and she fell out of the sky with thin red lines of blood streaming from her body. She was hurtling to the water below at terminal velocity, but she was at peace. Her work was finally done.

It was almost with gentle caring, then, that Winter "Targeter" Schnee yanked her out of her fall.

Winter looked down at the frail body lying in her arms, thin and weak from long-term malnutrition, muscles atrophied from disuse, and now, lacking the inner fire and mettle that her rescue had sparked within her. She hesitated for a moment - her precarious perch atop her semblance's copy of a Grimm Manticore was hardly the best place for this - but then reached down and checked the councilor's vitals, just to be sure.

The specialist bowed her head sadly as she directed her summon to fly back up to Atlas.

There were too many dead heroes. The least they could do was honor them.

'These are my jewels.'


As the stars began to emerge above them in the wake of the retreating sun, Ozpin leaned aside, dodging another jet of flame.

"Clearly, Miss Fall," he commented mildly, "Leonardo's standards have slipped quite a bit, judging by your performance tonight so far."

Cinder let out a wordless snarl of rage and frustration as she lunged toward him with her glass blade, which he deflected with Long Memory before reversing it and smashing her in the face.

It was taking him a great deal of effort, however, to maintain his unruffled presentation. There were some consequences of age, after all, that even the youth of a fresh, new body and the infusion of a young soul couldn't wash away. Like regret.

And magic. He'd given away so much over the centuries - millennia? - that he was now but a shadow of his former self in that regard.

Cinder recoiled, converting her retreat into a leap backwards which carried her into the air as shards of obsidian swirled gracefully around her. The black glass formed a bow in her hands as Cinder hung, suspended in the air for a moment, a single arrow nocked.

She let fly, the glass shaft descending like a lightning bolt, straight and true.

Ozpin parried it with Long Memory, the dart shattering into fragments.

Cinder landed with feline grace upon the ground, a smirk twisting features that had seemed a little twisted to begin with.

It was the smirk that gave her away, the smirk that warned Ozpin to turn around in time to see the arrow - reformed out of the fragments he had broken it into - flying back towards him. Ozpin's hand whipped out to catch the shaft in mid-flight.

His mistake.

The arrow burst, fragments of glass as sharp as razor blades slicing through his aura as they struck his face. He let out an involuntary wince before he noticed Cinder charging him once more out of the corner of his eye.

Her bow had split into a pair of scimitars, black as the night in which they duelled and glinting in the moonlight. She swung both blades in parallel. Ozpin parried, gripping his staff in both hands, but this time, Cinder was prepared for his counterstroke, and the handle of his cane passed harmlessly over her head, leaving him exposed for her slashing stroke aimed at his belly. He parried that too, his body moving at a speed that would have blurred the eye to witness.

Cinder growled in frustration as she aimed a kick at his thigh. The blow connected, but Ozpin was able to affect ignoring the pain that lanced through him as he drove Long Memory's point into her gut hard enough to make her double over... so he could slam it into her face as well for good measure.

Cinder retreated back a few steps, panting heavily. Her eyes smouldered like fire; they always had, but now, there was something different about them, a band of purple surrounding the gold.

She was his enemy. She was determined to see him dead, and doubtless many others too, others far more innocent than he was, and yet, all the same, he could not help but pity her for what she had done to herself in the name of power.

Cinder straightened her back, her chest rising and falling. Her lips twisted into a sneer. "You fight like she did."

Ozpin became as still as one of the graven images that filled the Vale History Museum's Hall of Heroes. "I taught her," he said, his voice soft against the din of the battle raging back in the city.

"Not well enough," Cinder taunted.

"Apparently not," Ozpin conceded. He swept his cane upwards, pointing the tip at her heart. "But I am not Amber, Miss Fall."

"No, she was stronger than you are, and I was weaker then," Cinder declared. Her glass swords disintegrated, although Ozpin knew that she could reform them at a moment's notice if she wished. Cinder reached into a pouch worn on a black strap around her leg and pulled out a vial filled with a glowing liquid that had, alas, become too familiar to him, though the amber color was off.

"Energon," he whispered.

Cinder chuckled. "Close, Professor. Nine out of ten." A spike jutted out of the vial in her hand.

Ozpin charged her, Long Memory thrust forth before him in an attempt to stop her from injecting herself. Too late, of course, far too late. All she had to do was jump away, and as she leapt, she jammed the vial into her thigh.

Cinder landed on one of the steps, a purple glow suffusing her, the light pumping through her veins. Her eyes burned with that eerie purple for a moment, so brightly that Ozpin expected her Maiden anima to glow purple, but they did not. They did not appear at all; she was holding her magic back.

For what, he could not tell, but he feared to know the answer.

Cinder growled, sounding more like a tiger than a person. She stared up at him, a feral smile upon her face. "Tell me something, Infinite Man, if I were to spare your students in exchange for your life, would you submit to me and bare your throat?"

"Don't believe everything you read, Miss Fall," Ozpin replied. "There's more to that story than meets the eye."

Cinder laughed. "Perhaps," she acknowledged. "History and memory are so malleable, after all. Besides, I'm going to kill them all anyway, all your little girls and boys, all the weapons that you hoped to forge."

"Not while blood flows in my veins," Ozpin declared.

"It is energex that flows in my veins now!" Cinder snarled. "And your blood will spill upon the ground soon enough." She leapt upwards, carried higher still by bursts of flame from the soles of her feet like rockets, pushing her higher until she was silhouetted against the moon, a black shadow against the broken silver.

Her bow of glass reformed in her hands, three arrows ready. She loosed them all, the obsidian darts flying down to strike the concrete pier around Ozpin.

Once more, Cinder's premature triumphant smirk gave her away, and Ozpin conjured up a shield just as the arrows exploded around him. He was surrounded by fire on all sides, but the bubble of grainy green light protected him as he knelt upon the ground, the tip of Long Memory resting upon the dock.

The winds rose around him. Ozpin looked up, and now, he could see the anima burning in Cinder's eyes, the fire leaping from them, fire that seemed even brighter for the contrast against the purple glow that was consuming Cinder's eyeballs.

The night was dark, but the skies had been clear; no more. Storm clouds arose, rumbling and growling, overhead; they snuffed out the stars, they blocked out the moon, there was no light in the sky but the fire burning in Cinder's eyes. All the rest was covered by the darkness that she hoped to make his shroud.

Lightning lanced down from the growling clouds, crooked spears of white that lashed the ground all around him, showering his shield with their explosions even as other strikes pounded directly upon the barrier that protected him.

Ozpin shuddered. He could have withstood such a barrage of the heavens once upon a time, but that time was passed now, and the store of magic that he had to maintain his shield was not unlimited.

The store of magic that he had for anything was not unlimited.

But with luck, it would be enough.

Ozpin dropped his shield. One moment, he crouched upon the ground, defenseless and unprotected as the lightning fell; the next moment, he blurred, his body seeming to ripple out of existence...

...before it reappeared suspended in mid-air, higher than Cinder.

He descended on her like an owl swooping down upon a field mouse scurrying through the grass. Long Memory lashed out; he thrust his cane again and again, hand and arm and weapon all alike moving as fast as thought to hammer at Cinder's face, her chest, her arms, her stomach, to strike her everywhere that he could reach. Cinder fell, and Ozpin pursued her, his magic controlling his descent so that he could assail her in her more ungainly fall, keeping up the pressure on her so that she couldn't-

Ozpin was struck in the back by a bolt of lightning; he could not restrain the cry of pain that sprang from his lips, nor could he stop Long Memory from faltering in his hand. Cinder escaped, fire springing from her hands to blast her out from under his assault.

She halted a few feet away, and a fireball leapt from her palm to strike Ozpin in the chest and toss him back down to the ground.

Now it was Cinder's turn to pursue. She caught him as he fell, slashing at him with her glass blades, moving too quickly for him to parry every stroke; she was faster now, and stronger too, and he could feel his aura diminishing with every stroke of her obsidian swords.

Ozpin hit the ground with a crunch, his aura shattering. He lay where he had fallen, his body wracked with pain, unable to move. Cinder landed atop him and kicked Long Memory away down into the water. Pointless, really; he couldn't have hurt her with it now even if he'd wished to.

Cinder appeared to regard him with something almost like the pity he had felt for her not too long ago. "The pillar of the world," she murmured. "How pathetic. You could have ruled the world, you could have been a god, and instead, you chose to give your power away to a succession of unworthy acolytes."

"Not unworthy," Ozpin groaned. "Worthier… than I."

"'Worthy'?" Cinder repeated incredulously. "Worth did not save her from me, nor did it keep her powers from passing into my hands. Meanwhile, look at you now: defeated, about to die at my hands. Rest assured that with this power, I will do all that you should have done, but dared not dream of." She joined her swords together, forming a bow once more. "Any famous last words for the great Professor Ozpin?" she asked mockingly.

"They will stop you," Ozpin whispered. "They have something you will never have, for all your power."

"Oh, really," Cinder drawled. "And what might that be?"

"Each other."

Cinder stared down at him. "Of all the ways to die," she muttered. "Preaching friendship. How… nauseating." She drew back her bow.

A swirling green vortex opened up directly in front of her, and she had just enough time to recognize the truck horn before her vision was consumed by metal.


Optimus glowered at his long since past friend. The street that they were fighting on had long since turned to rubble, but they hadn't stopped. They should have stopped - he would have stopped - but Megatron would not let up in the attack.

It was a decision that he was paying dearly for.

Megatron's right arm was knocked aside enough to give Optimus the opening to open fire with his ion blaster onto Megatron's chest. The dictator of destruction grunted and transformed into his tank form to retreat back. Optimus transformed too and, in the process, dodged a powerful fusion cannon shot that hit a ruined shop front without lethal effect.

It had taken many cycles for Optimus to learn how to sense structural integrity fields, but he had eventually gotten it right, and with that experience, he made sure to absorb the hits that could hurt another living spark and dodge the attacks that strike short of any life. The curious thing was that Megatron had been the one to teach him that skill all those megacycles ago, and he had used that same skill many a time to manipulate the flow of battle by purposefully targeting bystander and Autobot alike to force Optimus's hand. Now, though, there was none of that, and Megatron was conservatively fighting and wasting no energy striking civilians. It was something that the leader of the Autobots was only too happy to exploit once he had figured it out, but it did make him concerned as to what the cause was.

They transformed and entered into melee combat once more, and as they did so, Optimus asked a clipped question. "What are you doing, Megatron? Why are you here?"

"Isn't it obvious, Prime?" replied Megatron in amusement as he pressed his attack once more and punctuated his statements with strikes with the flail. "To conquer! To destroy! To reduce all that you have built to ashes! That is why I'm here!"

Optimus blocked or deflected every single strike. "No."

"'No'?!"

"That's not why you're here, Megatron," surmised Optimus, launching into his own attack with his axe that broke through his foe's defences and hit his arm with sparking effect. "Not in this condition."

"Ugh!" grunted Megatron as he backpedaled. "Some things are more important than your health, Prime."

"Like what, Megatron? Power? Control? Idle pleasures?" asked Optimus as he prepared for his next move while performing smaller moves. "All those vices of yours won't mean a thing if you're offlined!"

Optimus's next attacks with his axe were perfect, at least to those who saw the recordings later and knew how to analyze things. If the leader of the Autobots had been asked what had happened barely a minute after his moves had concluded, though, he would not have been able to impart a single detail. Every swing of his weapon or twist of his body was purely on what might be likened to organic instinct.

Likewise, Megatron's defense was part of a well-worn dance that he had performed countless times before. No doubt, he hoped that his counters would offer him the same protection they had in the past. They did not.

"Raaaagh!" the leader of the Decepticons screamed as he flew through the air to skid across the ground, digging a small trench in the pavement as he did so till he came to rest on the beach.

Optimus advanced. His old friend-turned-foe's body was sparking in several places, and as he got back up, it was easy to see where the battle was taking its toll in other places. His structural integrity field was doing its best, but it was clear that it was running low and taxed in other places besides. Only Megatron's skill in manipulating the light of his spark and prioritizing certain repairs over others was keeping him upright.

"It's the end of the road, Megatron," declared Optimus, heavy steps bringing him toward his quarry.

"Oh, Prime." Megatron shook his head as he braced himself. "You forget. I'm a Decepticon. I don't need... roads."

With that, Megatron's fusion cannon shifted and began to emit a purple glow from several slots as he pointed it down and slightly to the side. There was a boom, and seemingly simultaneously, the world became a vortex of rubble, sand, and sea water. Optimus's attention was drawn to the sky though, and as the blast of detritus subsided almost as quickly as it came, he saw flying through the air the form of the Decepticon despot. He was heading towards his ship, and doing so using a recoil boosting technique that warriors of this world seemed so fond of.

"Another time then," Optimus sighed before doing a comms check. "Optimus to Autobots, can anyone hear me?"

"I got you, Optimus," came back a reply from Arcee. "Glad to hear that the jamming is down for you too. Only other 'Bot I know of who doesn't have a full dance card, though, is Wheeljack."

"What is your current situation?"

"Running the perimeter," answered Arcee. "Starscream came and tried to off Headmaster Ironwood, but he failed, and now, the ol' tin schoolteacher's organized a defense to stop the Grimm and the 'Cons if they make another go for the CCT. Wait one…. Optimus, I've got eyes on Cinder Fall. She's dueling Headmaster Ozpin on the docks at the bottom of the cliff, and it looks like she's winning. Orders?"

A spike of dread shot through Optimus. "Prepare to designate a target. I am moving to assist Headmaster Ozpin."

"Acknowledged. ETA?" asked Arcee.

"Instantaneous," answered Optimus as he opened another channel.

"Got it. Instan- what?!" replied Arcee in seeming confusion.

"Wheeljack, this is Optimus Prime; is the ground bridge operational yet?"

"Uh, theoretically," replied the scientist whose reputation no doubt preceded him. "I'm looking at it on security feed right now, but I haven't tested it yet."

"You're testing it now," ordered Optimus. "Lock onto my coordinates and prepare to immediately redirect the bridge to the location designated by Arcee."

"Good thing we didn't buy this, or this would void the warranty," commented Wheeljack.

"This is so crazy, Cliff could have come up with it himself, but I got ya, Optimus," said Arcee.

Optimus transformed into his truck mode, and in front of him, a swirling green vortex appeared that he wasted no time speeding through.


The body of Cinder Fall flew through the air to skip across the water, but Optimus paid her no mind.

"Optimus?" gasped out Ozpin, looking up at him. "What are you doing here? Leave me!"

"Not on your life, old friend," declared Optimus just before a tower of steam erupted from the bay and the blazing form of their opponent flew towards them.

"PRIME!" she shouted in a familiar tone.

"This ends here, Cinder Fall," he replied, taking a defensive stance, interposing himself between Cinder and Ozpin.

Fire blazed in Cinder's eyes as a column of white-hot flames erupted from her left hand, engulfing her arm up to the shoulder and blasting toward Optimus. "I will destroy you!"

The Autobot leader crossed his arms before him, shielding his face and torso from the blast that battered against his forearms.

"You'll try," he said simply as he strode forward, ion blaster raised in one hand. The energy cannon belted out blast after blast of high energy particles, but the Fall Maiden, high on energex, was too swift, dodging this way and that, though she could not close the distance.

With a snarl of frustration, she fell back, and fire began to fall from her hands, coiling into blazing whips. She leaped forward, and as Optimus raised his ion blaster, she lashed out with the fiery whips, one wrapping around the barrel of the gun while the other wrapped around his wrist. With a twist, she yanked the blaster from his pained grip and pulled herself toward him.

Optimus stepped back, his hand retracting into his arm, slipping free of the magical fire's grip, to be replaced with a glowing orange-red axe blade. Cinder's eyes widened as he raised the energon axe and brought it down toward her.

The Fall Maiden flung her left arm out, blasting fire to propel her toward her right and out of the path of Optimus's blow, the unpracticed move sending her through the air to tumble uncontrollably across the pier. She struggled to her feet, swaying briefly as Optimus stared impassively down at her.

Cinder held a hand up in front of her face. A flicker of flame sputtered weakly to life in her palm.

"Stand down," he commanded. "It's over, Fall."

She clenched her hand, snuffing the flame out, even as she reached for another injector.

"Never!" she cried, jabbing not one, but two of the injectors into herself, and flames blazed anew around her hands as she augmented her magical flames with her Scorching Caress, using her semblance to a level she would never have managed before, to heat the very air around her to the point of spontaneously combusting.

A part of her was vaguely aware of her skin blistering from the heat, but she didn't care. She thrust both arms toward the Autobot, sending twin columns of white-hot flames crackling and popping toward him.

As before, Prime brought his arms up to block the fiery blast, the impact forcing him back a step before he stabilized his footing.

No! she howled silently, desperately, and redoubled her efforts, pouring more of her aura and magic into the attack, ignoring the smell of burning cloth and flesh. Not this time!

Unnoticed, the concrete pier beneath their feet began to crack under the heat. Cinder began to walk toward him, step by slow step as Prime slowly crumpled under the onslaught, curling away, then falling to one knee, all the while still keeping himself between her and Ozpin.

Without warning, the pier beneath them exploded.

Cinder cried out as the explosion tossed her around like a rag doll, curling up and flaring the flames around herself protectively, incinerating much of the shrapnel approaching her. Gasping and heaving, she pulled herself painfully to her feet, utterly exhausted.

Prime lay on his back, unmoving, and some distance away lay Ozpin in a heap, outside the apparent signs of the explosion. Had the Autobot thrown the headmaster clear? If so, he was a fool.

Steeling herself, she swayed unsteadily as she stalked up to Prime.

"I'll tear you apart with my bare hands," she promised as she clambered up the insensate Autobot.

Finally, she stood on his abdomen, reaching out a blackened hand to his chestplate, and pulled. After a couple of false starts, Cinder finally wrenched it open…

…and she screamed as her world turned white.


Somewhere in Anima, within the territory nominally claimed by the Kingdom of Mistral, Sideways looked up and to the west. A shiver ran down his central communications trunk. There was no mistaking that thin beam of light reaching up to the heavens and burning itself into his optics, nor the power it represented. He could feel Primus's essence, even from this great distance.

As the light faded, he relaxed slightly, just in time for the space bridge he was monitoring to reactivate on the timer Sixshot had set. Transdimensional energy crackled and leaped erratically, bathing him in an unnatural, pulsating blue light instead of the usual bright, oscillating yellow. Once the portal finally stabilized, the Decepticon ninja emerged from the rift in space/time.

Sideways cocked his head to the side. "Well?"

Despite his face guard, Sixshot gave the impression of smiling.

"Things're lookin' up," he drawled. "Folks on the other side, their global comm network just went kaput. We got ourselves an opportunity."

Sideways smiled, "Excellent news," he said. "I'm sure Lord Megatron will be most pleased."

And so, too, would Sideways, once he was on the other side of that portal, away from that accursed Matrix.


In the twisting sands of Vacuo, a cloaked figure walked through a forest of stony structures, her face hidden from view. Suddenly, she stopped, her body overcome by a sense that something important had just happened. So it was that she stopped her movements and turned her gaze to the east.

Glowing blue eyes saw a thin beam of likewise description shooting into the sky and were overcome with awe.

"What wondrous…" She trailed off, her voice overcome with emotion even as flames like wings sprang forth from her eyes. "I pray that the people of this world realize the miracle they have just witnessed."


In the frozen wastes of Solitas's farthest north, two figures stood watching the south where a bright beam ascended up into the stars. One was a young maiden of ethereal countenance, cloaked in blue over finely-crafted armor. The other was an apparent male of far more base description.

"Say, uh, that girl you keep going on about responsible for that?" asked the base companion.

The maiden's reply was said with the echoes of ages. "This action has shifted the balance of power on this world dramatically and set into motion events that will ripple out to affect the entire universe, but no. My beloved servant's fight was elsewhere, holding the line against the darkness as she has done before and will likely do again."

"Riiiiiiiiiiight," was his drawn out reply. "So, translated into normal speak, she was out getting tossed around by Grimm while meanwhile, the actual big heroic fight was happening somewhere else, probably nowhere close to her." He sighed in exasperation. "We're all gonna die."

The maiden snorted.

"What?"

"Shut up, old friend."


Ozpin looked up in wonder, mesmerized by the light piercing the heavens.

He had seen a great many things in his many lives. He remembered the time of gods and magic. But this... this, though it felt familiar somehow, was something beyond even his ken. It was a stark reminder that, though he may hold custody over the most secret of secrets of Remnant, there was a whole galaxy - a whole universe - that stretched far beyond Remnant, with secrets and mysteries he likely would never begin to comprehend.

It was humbling, but also, in a strange way, hopeful. It felt good to feel wonder again.

His body ached. The battle with Cinder had proven that he was more out of shape than he'd thought. Though his aura had recovered enough to save him from the explosion, having one's aura battered down in such quick succession twice was going to leave him sore in the morning.

Considering he wasn't entirely sure he'd see the morning, he'd chalk that up as a win. He forced himself to his feet and turned his attention to where Cinder lay. Did she yet live? It was unclear. Had the Fall Maiden powers already been passed on? Or... or would he have to seize this opportunity to...?

He couldn't finish the thought. Killing in battle was one thing, but slaying a helpless foe? Once, he might have countenanced that, but with the hope rekindled in his heart, he found the very idea abhorrent.

Before he could struggle with himself for very long, however, any such choice was taken from him as a metallic purple form burst out from the water, loping toward Cinder. Brutish arms reached down and scooped up the fallen Maiden before the figure - the Decepticon - transformed and rocketed away into the sky.

"Lugnut."

At the sound of Optimus's voice, Ozpin turned to his old friend, who had leveraged himself into a sitting position and closed his chest panel. The Autobot leader was watching the Decepticon as he shrank to a twinkle in the night sky.

"What?" Ozpin asked as he began hobbling over.

"That was Lugnut," Optimus clarified. "Megatron's most loyal servant. He does not trust her. But then, there are few he does trust."

Ozpin paused to digest that information. From what he knew of Cinder Fall, that just meant that Megatron was no fool. Hardly new information.

"Why did you come, Optimus?" he asked softly as he placed a hand on his old friend's knee. "I already told you that I'll reincarnate, no matter what."

Optimus turned his gaze away from the sky to look down at Ozpin, those kind, blue eyes offering comfort and security. "Because," he said sorrowfully, "I have buried too many friends already."

Ozpin lowered his own gaze. That was something he understood all too well.


Megatron strode onto the bridge of the Nemesis.

"Lord Megatron," Razorclaw said, rising from the captain's chair.

Megatron waved him back into the chair as he continued up to the main viewport. He had no interest in taking command personally, not just yet.

"Order a general withdrawal," he said, staring out the main viewport, a satisfied smile crossing his face as the power of Primus himself speared into the sky. "I have what I came for."

"Yes, Lord Megatron."

"Oh, Optimus, it seems you are stronger than ever," he murmured. "You have no idea how happy that makes me."


Author's Note 1 (Cyclone):

So, that was a rough one to get through, what with all those fight scenes. While there are a couple of scenes that sprang forth pretty much fully formed, most of them, we really struggled through. Props again to Cody for basically writing the entire Atlas side of things.

Hopefully, we managed to make everything epic enough and didn't screw up the order of events too much. Now that this is done, though, we can get back to what we love writing about with this story.

Credit to ScipioSmith and Nobunagatron for help with the writing and all the fanart (viewable on Spacebattles or Sufficient Velocity), respectively. Also, yes, that one line in Winter's thoughts is a reference to SAPR.


Author's Note 2 (Cody MacArthur Fett):

"Space is warped and time is bendable," but at least it's all done now… and truthfully this whole battle was a bit of a mess to think about chronologically anyways. Sometimes mere survival is a victory, and that was certainly the case with this chapter. Besides our normal issues with fight scenes all manner of events happened that almost led to this entire endeavour ending… but it didn't! We're still here, folks.

Seriously though, this might not be the longest chapter we've ever written, but it certainly feels like the longest. There's so much going on, and it takes so long to go through. It was exhausting to go through this chapter in the proofreading, and I do not blame people at all if they think it's too long. By that same token though, there was no real point to break things up on, so we're all going to have to live with it. At least there's a lot of meat to chew on though.

Lots of anime influences this time around, from how Optimus vs. Megatron is something beyond the realm of the "lower level" heroes to the ridiculously long BFG attack from Thundercracker and Penny. Perhaps the biggest though was Sylvia, and now only was she channeling All-Might from My Hero Academia in her heroic sacrifice but also how her mentor was an expy of Deku who died like Nana Shimura. It might be considered too over the top, but I loved writing that.

Also the same reason there's big segues from the action to focus on a character's inner thoughts. We like writing it, and it's something we actually can write fairly quickly. So why not indulge a little?