Firstly I'd like to apologize for how long this took. After my exams, it took me about two weeks to write up this chapter. I'm on vacation now so I'll try to be more frequent with these uploads, but to make up for the time, enjoy this super-length chapter.

I worked really hard on this chapter, probably more than anything I've written before so I really hope it turned out well.

To Harrypotter3104, Unicron and SirWoofington, thank you so much for the kind reviews, and love to see your review as always Astray-Tech, It really means a lot to me that you enjoy this so much. Also SirWoofington when I read you binged this in two days... I applaud you tremendously since this story is longer than the entire LOTR trilogy combined so far!

For anyone interested I've got two writing projects up and coming, one is on Dungeons and Dragons and the next one is more or less a secret until I finish it. The D&D one will be out pretty soon I hope.

As usual, any inconsistencies be sure to let me know, so I can fix them. I do like two edits after the first draft which also involves edits and I still don't pick up on everything. I also recommend you follow me on Twitter (link on my profile) where I do update usually about the status of writing and it's nice getting in touch with readers and finding out their thoughts on the story, and if you have any stories to share with me I'll gladly read and support you.

Enjoy ^-^!


Chapter 71: The Fall of Mantle


Nova, Ruby, and the others were now all gathered in the dining room, the rising emergency looming on the horizon, now was time to plan and act, yet none of the heads of the two cities could think of anything other than Jacques' betrayal. The elder Schnee sat at the head of the table pinned down like a deer in headlights, too afraid to move and too fearful to speak up. Even he was not free of guilt as the sheer gravity of his actions sank in, not particularly the emergency but his personal repercussions.

Robyn was quick on the action, "Activate Atlas defense systems now! The people of Mantle are in danger!"

Ironwood was on it instantly, pulling up his scroll, and attempted to contact the control room at the Academy. As the scroll transmission went unconnected his face sank, as expected, comms were down.

His face scrunched up in anger as his fist slammed onto the armrest of the chair, "FUCK!" he screamed as he stormed off the chair, marching right up to Jacques and pulled him up by the collar, "All communications are down besides local channels! The Shield just went down and the only way that could be possible is someone backdooring into our mainframe and hacking it…"

"Looks like your little scheme has singlehandedly broken our entire military defense protocol…" Weiss sneered as she glared daggers at him.

Jacques flinched as sweat began to form on his brow. The sheer animosity of the people in the room was burning through his very soul if he even had one.

Nova realized that if hostilities escalated in the room someone, most likely Jacques, would wind up with a few broken bones at the very least, tensions were much too high to have a civilized discussion.

The dragon stepped forward and spread his arms as if to separate Jacques from the council, "Calm down, let's just think about this rationally. We have the team at Atlas," he looked to Ruby, "Red, you go with the others back to the Academy. Our objectives are, get the communications back online, get the defenses back up, evacuate the people of Mantle, and drive as much pain to Salem as possible."

Everyone was taken aback as to how easily he assessed the situation and understood what needed to be done. Even Ironwood was thrown off and momentarily conceded his position as General. Momentarily…

"Good plan. I'll have the Ace Ops escort with you out. Meanwhile…" he turned to Winter, "I think it's time."

Something was going on in their gazes but even Nova didn't understand what.

Nova turned to Jacques, "Jacques, with all the resources of the SDC, I'm asking you to help evacuate the people of Mantle. If I am to understand, you have hundreds of ships waiting on your beck and call. If you just issue the word we can save countless humans and Faunus alike!"

Colour seemed to recover in the old Schnee's eyes, "The people of Mantle?! Those pathetic excuses for life can die for all I care, and the Faunus? Do you have any idea the pain I've suffered at the hands of the Faunus?"

Nova and Ruby shared a glance.

"During the war, they kidnapped me and used me as leverage against my father! What did we do to them? We did nothing while they stole us in the night, slaughtered us for sport, and tortured us?!" Jacques fumed, "They might complain about my treatment of their people but it was them who did this to me first!"

Robyn who'd been simmering in anger for a while finally reached her boiling point, "THAT STILL DOESN'T GIVE YOU AN EXCUSE TO FORSAKE INNOCENT LIVES!" she flared up, getting ready to throttle Jacques, but Nova held back her hand.

"Save your strength, he's not worth it. If he won't help then we'll just have to do everything without him, for now," he nodded to Ironwood.

The General clenched his fists, "If only Oz were here… he'd know what to do…" he sighed in defeat, subjecting himself to the current plan. "It's all falling apart…"

Ruby folded her arms and pinched the bridge of her nose, "How ready is Amity to launch?"

All eyes turned to her with surprise.

"It's… mostly ready? It still needs quite a bit of work…" Winter looked guilty saying it out loud.

Weiss saw her sister's expression, it was the type she took on when she was lying. As cold as Winter could be, she was never a liar, but she didn't say anything about it. The room was tense enough.

"What? But you've been saying for weeks that it was practically finished! All we needed to do was launch it!" Yang fumed, glaring at Winter.

The older Schnee recoiled in defense, "I…"

Robyn was confused, "Amity? Is that what you've been hiding? What's going on here James?"

Ironwood cursed under his breath and walked toward the wall, placing his hand on it and kneeling his head in frustration. With everything falling apart around him, his defense plan, everything was crumbling to dust and there was nothing he could do to stop it. He felt hopeless, confused, and to top it all off now he had to confront his secrecy.

"Look, James, secrets are bound to be out in the open now since it's all gone to shit, so I suggest you come clean for the room or we do it for you," Nova said with command, asserting himself to the position since the General was clearly out of it.

James' fist clenched as he sighed in defeat, "The tower's launch, to warn the people of the world about Salem and her forces…" he turned to Robyn whose hands were covering her mouth in shock and confusion. "That's what we've needed all the supplies for, but it all means nothing now…"

"Not nothing…" Luna voiced as she turned to her team, "If I can get mom and Dr. Polendina on board, I remember mom saying something about knowing how to get the tower airborne in a matter of hours but it was experimental…"

"Then there's no time to lose, we have our headings. Oscar, you and I will hang behind with Ironwood, sort out command from here." Nova nodded to Ruby.

The reaper understood, "And we'll handle the Mantle evacuation while the rest of the team protects the Academy from Salem's forces, no doubt with the security systems down, Tyrian and his goons will head right for the Relics."


No time was wasted further as the team filed out of the room toward the closest airship to the academy. As they were leaving and Nova went off to assist the team in preparations, Oscar hung back with Ironwood for a moment.

"Sir… there's something you should know…" Oscar said quietly.

Ironwood looked at him curiously, the weariness of his eyes more prevalent than before.

"Oz… it wasn't the accident that caused him to disappear…"

"What do you mean?"

Oscar then began to explain to Ironwood exactly what happened with Djinn and the truth they saw.

The shock on Ironwood's face could not be described with words. His pupils were trembling in fear and grief. He looked like a man whose entire world had just crumbled to dust.

The shadows over his eyes darkened profusely, and after a long pause, he said, "Thank you… Oscar, for sharing this with me."


When the protective field came down, Ragnar and Krome were instantly dispatched to back up the walls of Mantle. Contrary to popular belief, Atlas Academy kept a constant vigilant eye on the city of Mantle and the moment the field went down, the main control room tried to get in contact with General Ironwood, when that failed, the relevant persons of authority took matters into their own hands.

There was protocol in place in the event that something went wrong and Ironwood wasn't there, and that was to deploy available personnel to the affected areas to resolve the issue, in this case, the only available people were the recruits.

Guards arrived at the walls firing off from the battlements, dropping as many smaller Grimm as they could.

At present only the North Gate had been breached and the central force of the attack was concentrated there while the other spots on the walls were handling their share of Grimm with relative ease.

Things were looking dire at the North when the bellowing sound of trumpeting Goliaths and their accompanied rumbling came quaking across the snowy expanse. Nigh invisible against the black of the night sky the Grimm with their blood-red eyes trampled forward like unstoppable forces of mass.

"I CAN'T DO THIS!" A guard screamed as he threw down his gun and tried to jump off the battlements, trying to flee from the battle.

Ragnar saw the man try to jump and made a dash to catch him, "SOLDIER NO! GET BACK AND FIGHT!" but his words fell aimlessly as the man had already tilted off the edge, only to be snatched away mid-air by a Griffon.

"Fuck!" he cursed as he watched it fly away with the bleeding corpse of the man, its talons piercing his chest.

It didn't get very far as Krome swooped down from the sky, slicing it in half with his arm-blades.

"At least there aren't too many airborne Grimm otherwise my hands would be full," he commented as he landed next to his friend.

Suddenly the sound of screeching was heard forcing their heads into the direction of the sound. On the wind like dark clouds of omen, hundreds of what looked to be Crows were flocking in mass. On the ground, stampeding toward them were Megoliaths, five times larger than a Goliath and ten times meaner, a race of Grimm thought to be nigh extinct was now appearing by the tens and if they made it to the walls then Mantle would fall in seconds.

"Oh fuck all kinds of duck…" Krome cursed, "I spoke too soon…."

The mounted artillery on the walls took aim, gunning down as many as they could. The stragglers that got through were being handled by the soldiers but there were simply too many to deal with.

The razor-sharp claws zipped past Ragnar's face as a Manticore sped near his ear, narrowly missing his head. It had managed to enter the city.

"NO! THEY BROKE THROUGH!" He exclaimed as more and more Grimm started to break through their formations, "WHAT ARE THEY DOING?!" he looked back to the front line only to see the soldiers split apart and ravaged by Grimm, the few that were alive were scattered like ants. They needed the full support of the military but with communications down, there was no way to radio for backup.

Ragnar's fist clenched in rage as he spun 180 and sunk his metal claws into a passing Griffon, "Mantle is lost…"

Suddenly the hoard of flying Grimm were incinerated in the air by flashes of golden yellow. Some were cut down in a flurry of rose petals and the sound of a high caliber sniper echoed through the chaos.

"You guys okay? We're here to help!" Ruby Rose said standing heroically on the wall accompanied most of everyone else.

Ragnar almost cried with joy, back up had arrived.

The ship hovered around the wall, Hex was standing in the doorway while Yang was standing on the battlements, "Yang!" Hex called out to her.

The blonde brawler turned around, her golden hair whipping in the wind, "Yeah?!"

The two stared at each other for a brief moment, their eyes locked as they conveyed the unspoken words of worry. Hex tightly gripped the handle of the ship while Yang gazed at her earnestly.

"I…" Hex started to say. She wanted to convey to Yang to be careful, but it felt like this was not the time for warnings, her job was just as dangerous.

Yang just smiled and shook her head, "Don't. I know and… just…"

"Good luck," Hex finished for her.

Clover turned to the rest of his team, "Alright Ace-Ops, spread out and eradicate the Grimm. Elm and Vine assist the soldiers evacuating the compromised areas!'

Without more than a salute, the Ace-Ops dispersed in a professional manner leaving Clover alone with Qrow.

"So uh… what should we be doing?" Qrow asked unsure of himself. Usually, he'd be chugging down a flask of alcohol and rushing headfirst into danger, but now that he was vying away from the stuff, he found his confidence waning as he was becoming more and more reliant on Clover's sense of direction.

Clover smirked as he threw his fishing line into the air without looking, it almost instantly caught onto the wing of a Griffon and he tugged hard, bringing it down onto the ground, "We kick as much ass as possible!" he yelled before wrangling another one and diving headfirst into a flock.

Qrow shook his head with a smile, "Show off!" before following after him.


The ship flew back with Weiss, Winter, Hex, and Luna on board, the ship docked on the landing platform, and immediately the damage was evident.

Guards and ships were pouring out of the Academy left and right being sent to various positions in Mantle and Atlas. All around them, the distant screaming of panicked citizens could be heard above the rushing high altitude tundra wind that surged forth now that the barrier had been brought down.

"Weiss come with me," Winter said as she beckoned her sister. Weiss nodded and followed after wordlessly.

Hex and Luna wasted no time, "Luna we'll split up. Get the others, I'm heading to the control room to see if I can get communications back online," the purplette instructed.


Lurking just outside the walls of the Academy, skulking in the shadows of chaos that loomed through Atlas were the emissaries of disorder.

Thorian and his brother gazed up at the grand structure, "Now is the time to strike, I will tear them asunder…" he said, his eyes and teeth glinting in the dark.

The brother's mechanical tail flickered in anticipation, "For the glory of our queen, brother!" Tyrian was about to leap up the sides of the grand Academy Citadel when he was suddenly grasped by tendrils of darkness and dragged down hard, pinned to the floor unable to move.

"Do not get ahead of yourself…" the hollow, dark voice of Cinder hissed as she forced him flat onto the ground by the throat with what seemed to be a tentacle made entirely of Grimm flesh.

Tyrian was released and he rubbed his throat, he wanted to yell at her and retaliate, such as he always did before, but the sight of her Salem-Esque appearance made a bubble of fear rise in his throat. The new Cinder exuded levels of power that was enough to instill the feeling of his queen, even if she wasn't as powerful.

"You will head into the city and stop Ruby Rose and her cohorts, if you can't stop them then buy time. If they circumvent the pressure for too long then the plan won't work… We need as many eyes off of the Academy as possible… dealing with that dragon is enough of a problem without the Silver Eyes of that kid…" she instructed.

Tyrian was confused, "But the academy is still heavily armed. How do you two alone propose to secure the relic and the Winter Maiden?"

Cinder smirked darkly, "The Winter Maiden is feeble and old, barely able to stand on her own from what I've learned from Neo, as for anyone else… I believe she and my pets are enough to deal with them~"

As she said the word 'pets', two massive, muscular Beowolves emerged from the pool of shadow beneath her feet, saliva dripping from their fanged mouths, their heads resting in her palms like pet dogs. Behind her, three Death Stalkers and two Beringels spawned in, and she looked as if she had more to spare. Cinder's eyes glowed with the red of pure evil; she was exuding the aura of a dark queen.


The halls of the academy were in chaos with activity, Luna had to storm through several squads of soldiers rushing in the opposite direction as she made her way to the dorms, checking each one and coming up empty.

"Of course, they wouldn't be here in times of crisis, stupid Luna!" she chastised herself.

She finally found Jaune in the training hall. The blonde startled saw her and felt a sigh of relief. He looked frantic and exasperated, worry written all over his face.

"Luna? Oh, thank god you're here! Everything's gone to hell and I can't make heads or tails of what to do now! We can't get in touch with Ironwood and…!" he started explaining the situation when Luna held up her hand for silence.

She was much more commanding now since she had come back.

"We know. That's why I'm here. The academy has been compromised and we need all hands on deck. Nova and Oscar are coordinating with Ironwood while the rest of the guys are helping deal with the situation in Mantle. What we need to do is protect the relic. No doubt they're coming for it…" She explained, her blue eyes flashing with intent and direction.

Jaune nodded, finding it easy to follow the little girl's command. He was a leader but also her family's sworn knight, and as such was bound to her command.

"Let's go find the others," Jaune suggested as the two ventured off to locate Nora and Ren.


In the main control room, Hex stormed through, "Alright what's the situation?" she asked as she saw many personnel at their computers looking dazed and confused.

"Who are you? Who gave you clearance to be in here?" one of the men demanded.

Hex brushed him off, "I'm with the special squad and I can make your security system look like a jigsaw puzzle in less than five minutes so either you step aside and let me do my job or I make you. Understood?"

The man nodded meekly and granted her access to the console. She pulled out her device that looked like a giant scroll and a laptop and jacked them into the main computer. Several lines of blue and white code scrolled down the screen and instantly Hex knew what was up.

"You've been hacked, and not by an amateur. Whoever did this had access to your main servers and knows it as if they designed it themselves…" Hex said with a grim expression as she bit her lip and began furiously typing away.

The employee looked mortified, "The only person who could do that is… Arthur Watts! He designed the system but… he's dead!"

Hex snorted, "Yeah well he's not and as for how he accessed it, you can chalk that one up to Jacques Schnee."


Deeper in the facility, Neo dressed as Anastasia was skulking through the halls, trying not to be noticed in the chaos, which turned out to be a lot easier now that things were in disarray.

Her job was to secure the Relic of Knowledge which was currently in a secure vault within Ironwood's office. Cinder would be storming the place pretty soon so all she needed to do was break in amidst the confusion, nab the relic, secure the Winter Maiden's powers and bolt out of there. She would be home free from both Cinder and the team.

The thought made her giddy, her freedom was at hand, but then the face of Weiss flashed through her mind. Could she really just leave without her?

Her feelings were still unsure…

"Anastasia?!" a voice echoed from across the corridor. She turned to see the very demon of her thoughts running down with her elder sister in tow.

Her eyes went wide and she frantically signed, "WEISS?! Thank god you're here! This place is a mess! What's going on?"

Weiss's face was concerned, "The enemy is attacking… right now everyone is heading to the fight. I guess they didn't really tell you since you're a trainee huh…"

Ana shook her head negatively.

Weiss wanted to tell her to get somewhere safe, but she didn't know how. Her team would most likely be heading to battle and she knew Anastasia wasn't ready for real combat, at least not yet.

Winter was perturbed, "Weiss we mustn't waste time. Who is this girl?"

"She's my…" she looked at Ana with a complex expression, "precious friend… can she come with us? We might need the extra hands…"

Winter bit her lip. She wanted to protest but there was no reasoning against extra help especially in this chaos, "Fine bring her along."

Weiss smiled, "Hear that? You're coming with us!" she then grabbed Neo by the hand and pulled her along.

The disguised girl wanted to protest and panic but she was unable to with her hands held in Weiss'. This surely put a damper on her plans…

The trio entered the secure room and passed the various security checks to get to the medical chamber where the Winter Maiden was being held.

Weiss gasped to see her in the pod. She didn't expect the Winter Maiden to be a sickly old woman.

"Weiss, help me into the other pod. I'm going to assimilate with her power. Anastasia was it? Guard the door, from any intruders. This process must not be interrupted." Winter instructed as she began to calibrate the machines.

Suddenly loud banging was heard as screams echoed through the facility.

Gunshots sounded off and the lights dropped and out came red flashing lights of alarm. The facility had been compromised. Just outside the door, they could hear the distinct sound of screams and crack of bones, the hissing, and snarling of something inhuman.

Weiss and Anastasia peeked through the door down the long dark corridor. At least ten soldiers were laying on the floor in pools of their own blood. Their torso's torn open and rib cages exposed, entrails lined the walls.

The younger Schnee gasped in horror, "What the hell…?"

A low rumbling was heard and the sound of female laughter, a dark cackle of insanity, "Weiss Schnee… It's been a while. Tell me… how's that wound I gave you holding up?"

Weiss' face paled in fear and her eyes widening in disbelief, "No… it can't be… you're supposed to be dead!"

"Oh, come on dear, did you really think you'd be rid of me that easily?" Cinder asked with a smug grin, unveiling her hood of shadow to show Weiss her state.

The girl flinched as she was reminded of Salem, "You! Y-You're…!"

"Rip them to pieces…" Cinder commanded as she extended her arm forward, the shadows behind her manifest into wolves and barrelled down the corridor toward the room.


Back at the manor, Oscar and Nova sat with Ironwood in the room, all others had already evacuated and Jacques had been taken into custody. The relevant personnel had already been deployed and all that remained was for the three to come up with a strategy on how to proceed.

What was normally reserved for the council and persons of military authority, in the current situation, they were the three greatest available minds on the matter.

"Salem planned this from the beginning. She had sown the seeds since the fall of Beacon and amidst all of my precautions everything burned down in flames!" James furiously slammed his hands on the table in exasperation. He looked practically defeated.

Nova was there to pick him up, to be his pillar of stability when his mind was so fragile, "Calm down General. You did everything you could, so what if hell broke loose?"

This statement confused Ironwood, "So what? Don't you understand the situation?"

"I understand it more than you think. You can't change the past, what matters is you make the right decisions now to move forward, together with us." Nova moved to place a comforting hand on the General's shoulder, "You're not alone."

Hope seemed to recollect within his once empty eyes and he nodded with vigour, "Thank you… you've stood by me as my allies since the beginning. I think with you two at my side, we can come up with a proper plan…"

Soon their scrolls all beeped at the same time, causing Nova to pull his out of his pocket, "A call from Hex? Looks like comms are back up."

Nova answered the phone and the face of a really miffed looking Hex appeared, "Nova? Okay good it's working. Look we don't have time to waste. The academy has been attacked and…!" the call was cut short when a flash of black passed across the camera accompanied by a loud growl and Hex shouting as gunshots flashed before it cut to static.

Ironwood's blood went cold. The enemy was already inside, deeper than he thought.

Nova saw the look, "Alright we need to head back now. Organizing everything won't mean a god damn thing if we Salem gets those Relics!"

Oscar stood up feeling determined, "Let's go…"

Just before they could leave, the scroll rang out again, another call came through from an unknown ID. This created a temporary pause before Nova answered again, this time, the person on the other end was unexpected. An old woman wearing a grey and white robe lined with fur, a pair of wolf ears on her head, it was none other than Olwen.

The snow rushed through the microphone creating distorted audio but from the look on her face, something was wrong.

"Princeling, remember when I said we were unsure of our stance on helping Ironwood? Well, I think now we don't have a choice!" she yelled above the wind.

"What do you mean granny? What's happening in the village?" Nova asked, feeling building anxiety rising within his mind. All was not well…

"It's easier if I show you…" she turned the camera around and Nova could see the entire village encased in a dome of thick translucent ice. Vibrations shook the encasement violently as banging and explosions could be heard. Several of the elite guards were situated around the inner dome, fortifying it with layers of frost. Beyond the wall was something straight of a sci-fi horror film.

Squadrons of thickly plated robotic frames, armed to the servos with weapons outside the wall. All had guns blasting onto the dome in a constant barrage of bullets that ate away at the defensive shell. The damage to the shell was being repaired almost as quickly as it went down, but it was only a matter of time before they exhausted the Faunus and hell shredded the innocent people of the village.

"Olwen, what am I looking at here?" Nova demanded.

"No idea! These shits popped out of the thin fucking ice. It's the same model as the robots Randolf warned us about! They fucking blanked us out of nowhere!" suddenly an explosion rocked the dome and the connection dropped.

Ironwood looked nervous, "Nova… I…"

The prince stood up, "Onyx is here," he turned to Ironwood.

The General stood up, "What if this is a distraction? He sends more of our forces toward him and you leave Atlas vulnerable!"

"He's just as much a threat as Salem is, so if he breaks through that village, no doubt they're coming straight to Atlas, and with the Grimm and a robot army bearing down on us at once, we're as good as dead," Nova had made his decision, "We don't have a choice..."

The expression on Ironwood's face was morbid. If they were pushed into a position where they could no longer choose... it was like a game of chess, they were pieces at the mercy of Salem and being forced to move in her direction.

Oscar's brows furrowed, "How do you plan on getting there? All ships have already left here…" he looked up and was quite startled to see Nova standing by the large open window.

"I've got my ways. Oscar, I think you and Ironwood should head back to the Academy, I'll catch up once I'm done with the village," he then took out Helios and unfurled it into scythe form and transformed into his female body, "If I'm not back and out of contact, then either send backup or get the hell out of Atlas, book it to Vacuo."

The younger teen felt a chill run down his spine as he saw the look in Nova's eyes, understanding the unsaid words.

"Now if you'll excuse me…" Nova anchored the blade of Helios on the floor, her eyes began to glow with the power of the Fall Maiden as flames generated around the scythe, the Agniseki on her arm began to hum in response as magic and her own fire. A torrent of flames fired off the end of the scythe as she climbed onto the pole and fired off into the distance.


-Back with Weiss-

Weiss instantly shut the door, pulling Anastasia out of the way as the massive forces crashed into the door, shattering the wall and blowing back the two across the room as Winter instantly reacted by throwing up a wall of ice with her semblance around the Maiden to protect her, before using her saber to deflect the hulking mass of Grimm that was now barring its fangs at her throat.

"SISTER!" Weiss exclaimed as she rushed forward, stabbing the Grimm from behind in one swift motion, piercing the creature.

"Honestly your struggling is so pathetic…" Cinder glowered as she passed through the opening with grace. Before Weiss could help her sister to her feet another Beowolf rushed out from seemingly nowhere and crashed into her, sending her across the room.

Cinder acknowledged Neo for a moment, at first not recognizing her, summoning a blade of black glass she aimed it at Neo's throat until the latter revealed her heterochromatic eyes and Cinder understood, she instead smacked Neo across the face harshly and whispered, "Play dead~"

Anastasia, recoiled hard enough for Weiss to notice as she then landed in the corner of the room, trying to steer clear of the confusion, she slumped against the wall pretending to be unconscious. She needed an opening to secure the Winter Maiden.

Winter scrambled to her feet and rushed at Cinder, the latter of whom caught the blade between her pale fingers and smiled, "Cute~".

Her fingers that caught the blade grew into long black talons that curled around the sword, dragging Winter closer, "I am beyond you…" she whispered into her ear before her other hand grew into a large spectral fist of darkness and smashed into Winter's face, sending her crashing right through the opposing wall and into the other room.

By this time Weiss had slain the Beowolf and tried to attack Cinder from behind but as she came near the black-cloaked woman, the darkness beneath her erupted and a long hand shot out deflecting her strike.

Out of the mass of black, a Beringel rose, its muscular mass gripping Myrtenaster and halting Weiss' assault.

"What the…?" Weiss was briefly confused before releasing her weapon, a tactic that would have never occurred to her before. She ducked low and breathed in deeply, concentrating on the stone that rested neatly in her belt pouch, feeling its presence respond to her, she seemed to gently ask for its help. The Cryoseki responded with a low hum as ice gathered in Weiss' hand in the form of a blade, allowing her to stab straight through the Beringel and reclaim her weapon.

"It seems you are more of a threat than I thought... I'll have to deal with you myself…" Cinder glowered.

She turned around to the struggling Winter and her talon-like hand morphed into the head of a Wyvern, its mouth gaping open, a ball of fire charged in its mouth.

With a flash, the ball of fire launched out of its mouth and made contact with Winter, the explosion erupted tearing a hole in the side of the building, opening it to the night air and the rush of cold.

"WINTER!" Weiss cried out as she saw her sister fall out of the hole and into the Atlas sky.

Cinder spun around instantly and her Wyvern hand morphed into a Death Stalker stinger, lashing toward Weiss with precision.

She dodged out of the way by a hair's breadth, using the momentum to close the gap and strike at Cinder with her ice-blade. As Cinder narrowly avoided one blade, Myrtenaster came stabbing from the other end, striking hard at her side.

"ARGH!" Cinder cried out in pain as the metal stabbed into her side. At first, Weiss was confused but then it clicked in her mind.

Cinder was using the abilities of Grimm, and if her appearance was anything to go off, she was very much like Salem. Grimm could not possess Aura! Cinder had no protection!

When she retracted her blade she saw Cinder wince in pain. Using the opportunity she then began a rapid series of strikes from Myrtenaster, thousands of stabs striking all over Cinder's body, drilling her torso like swiss cheese.

Weiss stepped back in exhaustion, using the majority of her stamina in the attack, however, what she saw horrified her.

Cinder's body which should have been riddled with holes and oozing blood was now regenerating itself. The holes were closing up and though she looked in pain, she had no wounds.

The Grimm woman snarled viscously, "That hurt you bitch! Now it's my turn!" she lashed out with the stalker stinger and when Weiss tried to dodge it again, the other hand turned into the head of a King Taijutu and its fangs tried to sink themselves into her side.

Thankfully, Weiss' aura protected her from the fangs but the force still caused her to stumble back.

Just then a blast of lightning dust struck Cinder forcing her to turn around. Hovering on a large white bird projected by her semblance was Winter Schnee, with an army of smaller birds around her.

Cinder's face contorted in rage, "Ugh why are you Schnees like fucking cockroaches?!" Her eyes began to glow bright red as the shadows around her drained out from under her, spawning three large Beringels. She then let out a scream that sounded like she was echoing a cry from three voices at once.

Winter turned around to see a large flock of Griffons heading toward them from the sky, as if they were summoned by Cinder, "Fuck she called in backup… WEISS I'm leaving her to you!"

Weiss smirked as she pulled herself up from the rubble, "Heh sure…" she then plunged her saber into the ground and a large white Glyph appeared summoning a massive white knight.

"Alright, this evens the odds a little!" Weiss screamed out as she rushed Cinder with her twin blades.

Cinder morphed the Taijutu head into a Sphynx head and shot out small blasts of fire.

Weiss dodged around while the Knight handled the three Beringels. She closed the gap amidst the barrage and lashed out with her ice-blade, this time Cinder was too slow to react and was grazed on the shoulder.

A black mist appeared from the injury but the wound didn't heal, not unlike her attacks with Myrtenaster.

Cinder cursed as she made a move to shoot Weiss again until she realized where the cannon was aimed. Weiss was standing directly in line with the pod containing the Winter Maiden and this caused her to hesitate, something which did not go unnoticed by her.

The Schnee noted two things, one was that the ice blade from her power managed to hurt Cinder, and two was that Cinder didn't want to shoot the Winter Maiden.

"Looks like you need her alive… guess I found my leverage!" Weiss let out a devious smile as she refused to move from the line of sight.

Cinder cursed vehemently, "There's more than one way to skin a Schnee!" she then transformed the Sphynx head into long claws like the Phantom Grimm and rushed at Weiss swiping with both hands.

Weiss could narrowly avoid the storm of claws, leading her away from the Winter Maiden.


In the chaos, Neo saw them being kited away and seized her opportunity.

She crawled up to the pod of the Winter Maiden and began configuring it to open. If she could kill the Winter Maiden then she would be the next recipient of her power, as long as she made it so the last person the maiden saw was her.

Upon opening the pod Neo caught the old lady who almost fell out. The sound of the pod opening didn't go unnoticed by Weiss who whipped around to see 'Anastasia' holding the Winter Maiden.

"Ana?! Quickly! Get the Winter Maiden out of here! Look I know this must be confusing but you need to listen!" Weiss implored as she dodged Cinder's swipe.

Anastasia said nothing, held no expression as she shook the woman awake.

"ANA?! WHAT ARE YOU DOING?!" Weiss cried out.

In the arms of Neo, the Winter Maiden's eyes pried open. There was a brief moment of pause before tendrils of power began to exude from the woman's eyes. She looked delirious and confused, fear overcame her as she summoned her power, a blanket of cold erupting over the room freezing everything solid.

"What's going on…?!" Weiss exclaimed as the Winter Maiden floated into the air, her body glowed a bright blue as a storm of frost swirled around her, erupting into a torrent of cold air like an icy tornado that encompassed her like a pillar, knocking back everyone nearby except Anastasia.

A bright flash erupted over the room as the torrent of ice dissipated and formed a dome of thick frost around Neo and the old woman, the mute girl stood confused and slightly scared as to what was happening. From what she could understand from the information she gathered in Atlas, the Winter Maiden had fallen in combat and her mind was too old to comprehend reality, her coma from before was supposedly a loop of her last battle. No doubt, the old Winter Maiden was acting on instinct.

The older woman gazed down at Neopolitan and seemed to see her for who she truly was. Her eyes were confused and tired, "I… had a mission… to protect this power from those who would steal it from me…" realization seemed to dawn on her face, though the clouds of delirium still hung.

Neo was silent and gazed earnestly at the woman. She wanted her power, she wanted this strength to secure her own life, her safety. She needed this to live on, exact her revenge for Roman and the fragile old woman in her arms was defenseless and weak.

She felt nothing for this old lady, she knew nothing about her and wouldn't hesitate to kill her, yet… seeing the weak old woman reminded her of a memory she tried to bury.


-Flashback-

Sixteen-year-old Neopolitan stood at the bedside of an old woman with pink hair. The woman's face was lined with wrinkles, her skin quality faded from age and her body was barely more than skin and bones. It was her aunt, the one that had tortured her from her childhood. The very woman who had caused her all her pain. The one who drove her to the brink of suicide.

Neopolitan held her umbrella blade above her head. She would finally do it, she would murder the woman who ruined her life. Just before she could strike the woman opened her eyes and Neo froze.

"Who's there?" the woman asked, her faded eyes darting around in the faint light of the evening sun. Neo could see her irises were white, a sign of cataracts. The woman was blind.

"I don't hear you but I can feel you there… Sundae? Is that you?" the woman called out.

Neo felt a lump hitch in her throat. Sundae was the name of her mother, the woman's sister.

"Have you finally come to see me after all these years?" she called out again, asking for the name of a dead woman. "Playing silent as always huh Sundae? You know you and Charlie have the cutest baby… what was her name again? Neopolitan? Such a cutie pie…"

Neo felt all animosity toward the woman die at that exact moment. She had realized that her aunt had completely lost her mind. This woman couldn't answer for her crimes, not when she couldn't even remember the fact that her sister was dead. It wasn't worth it to take her life, no matter how much she tried to bring herself to.

The ice-cream-haired girl lowered her blade and sheathed it. Taking the parasol she quietly stepped out of the room, closing the door behind her. A nurse who was walking down the corridor saw Neo exit and said "Oh she had a visitor? I didn't think she had any living relatives…"

Neo smiled sweetly and shrugged.

The nurse shook her head, "Lady lost her mind so long ago…. Apparently, the loss of her sister drove her mad. I heard she abused her niece whom she took in after, and then the niece committed suicide. The shock and guilt bore down on her to the point that it shattered her mind… miss?" she called out but Neo was already gone.

-end flashback-


The Winter Maiden saw the complex emotions in Neo's eyes as she released her power. The previous rush of energy all but fading as the frail old body came to rest in Neo's arms again.

The old woman smiled, "I think I can leave you to protect this power. My time is up and I'm so very tired…"

Neo felt a tug of guilt in her heart as the life of the woman faded in her arms.

Outside of the ice dome, the battle was still raging on.

The knight had managed to defeat two of the three Beringels but the third one smashed into the summon, shattering its frame.

Weiss slashed at Cinder with her ice blade only for the latter to dodge again. This time she was ready, summoning her powers again, she generated a blast of ice that shot out at Cinder freezing her legs to the floor.

"I've got you now!" Weiss yelled out, clutching her ice sword in two hands now she charged at Cinder, about to pierce her heart when a large black fist came out of her blindside slamming her into the wall. It was the third Beringel.

Cinder yanked her legs out from the ice and stood over Weiss, her talons morphing into a Wyvern head. She gripped Weiss in her arms by the throat and threw her at against the dome of ice.

The Schnee was covered in wounds from head to toe, her energy supplies run dry.

"Say goodbye, Schnee…" Cinder aimed the Wyvern head at Weiss and charged up a shot.

Just as she did the dome behind Weiss shattered in a brilliant glow of blue and white light.

Cinder recoiled, "What?!" then she saw 'Anastasia standing there, the corpse of the previous Winter Maiden now lying on the floor.

Weiss saw Ana and felt relief wash over her, "Oh thank god Ana you're okay! Come on, together the two of us can take out this bitch…" but there was no reaction from Ana, who just stood there staring at her with a serious expression.

"Ana?" Weiss asked again, now feeling confused.

Cinder watched the interaction with twisted amusement, "PFFTTT AHAHAHAHA! OH, THIS IS GOOD!" she cackled madly, clutching her sides.

Weiss turned around, "What's so funny huh? Finally lost it now that you're going to lose?"

Cinder wiped a fake tear from her eye, "Oh no… it's just that you really have no idea, do you? I guess she really is good at her job…"

Weiss froze, "Huh…?"

"Come on and explain it to the Schnee just how much she's royally fucked right now… Neo…" Cinder said with a dark smile.

Weiss whipped around again to see Anastasia standing there, her appearance disappearing and morphing before her eyes into the ice-cream-haired, heterochromatic girl, and her mind shattered like glass.

"Anastasia…? No… Neopolitan?!" Weiss exclaimed in disbelief, feeling her body go limp in shock.

Neo held a stoic expression, unwavering and showing no sign of emotion. In her mind, she was now caught in an impossible decision.

On one hand, she could kill Weiss right now, strike her down and then get the relic for Cinder and her goal would be accomplished. She'd be free to go… but on the other hand…

Her eyes turned to the Schnee who was on her knees, a single tear leaking from her left eye as horror and sadness flashed across her face. She could see the effects of betrayal on Weiss and it stabbed at her heart.

She raised her hand, her eyes glowing blue with power as a shard of ice materialized, all she had to do was stab downward and it would be as good as done.

Weiss choked back a sob, "So it was all a lie…? Everything?! From start to finish?!" tears were streaming down her face now as all the fight in her body left her. Weiss's heart was broken.

"I trusted you! You were my friend… I… I… cared about you!" Weiss cried into her palms. "How could you…?"

Cinder snorted, "Please Schnee. She just chose the winning side. Now hurry up and end her life so we can move on Neo."

Neopolitan's heart stung as she saw the crying Schnee, but what hurt most were the last words Weiss said. Love… it was something she never truly knew. Friendship and trust was something only Roman had ever shown her before… and now Weiss had given that to her.

She closed her eyes and envisioned the consequences of her actions, and a gut-wrenching, heart-seizing pain struck her inside and she realized what needed to be done. All confused feelings inside her that were tied like a tangled knot had unraveled into a single thread in that one moment. Her mind was made up.

"Not everything was a lie… Weiss…" a voice echoed in Weiss' mind, a voice she'd never heard before but yet was so very familiar. Her tears stopped flowing for a moment as she looked up startled to see Neo reel back and throw the ice shard like a javelin straight toward Cinder's torso, impaling her against the wall with a heavy blow.

"What…?" Weiss peered through her tears.

Neo placed a hand on Weiss' shoulder and looked down at her, and once again Weiss heard the voice in her mind saying, "Let me handle this…"

Cinder tore the javelin out of her torso and crumpled to the floor, "Oh you double-crossing little shit!"

Neo shrugged and signed, 'Really? How did you of all people not see this coming?'

"Ugh I can't understand your signs you know that?!" Cinder roared before storming at Neo who brought up a wall of ice out of nowhere, causing Cinder to crash headfirst into it.

In the disorienting moment, Neo summoned a torrent of frost that picked Cinder up and nailed her against the wall, quickly freezing her hands and feet, anchoring them to the wall.

Neo then picked up Weiss's ice-blade and coated it in her own layer of magical frost. The blade gleamed a blue so cold it forced your eyes shut by just looking at it. With one swift motion, Neo dashed toward Cinder, the blade aiming for her throat.

At that moment, just before the blade could come into contact with her head, time itself seemed to freeze as a flash of white and black rushed forward and knocked the blade aside along with Neopolitan.

A new humanoid figure cloaked in a black hood lined with white stood between Neo and Cinder.

The new figure extended her pale white hands with black fingernails to Cinder's frame and ripped her painfully from the wall.

"I'm sorry, you won't be harming my new sister on my watch…" the figure said in a mature womanly voice.

Cinder fumed, "Sister?! Who the hell are you?!"

The woman in the cloak whose skin bore a distinct resemblance to Cinder's, said, "Our queen has determined this operation a failure, though she does not blame you. I'm here to take you back, after all, you are quite valuable…"

With that, she slung Cinder over her shoulders like luggage and made for the giant hole in the room.

"WAIT GET BACK HERE!" Weiss shouted, trying to get up but her strength was failing her.

The woman turned around and Weiss caught a glimpse of the face underneath the hood and gasped. She couldn't believe what she saw and wrote it off as just a trick of the light… after all, there was no way…

The woman beneath the hood smiled, it was neither purely warm nor filled with coldness, it was bitter-sweet, she said, "You are quite strong but not quite ready to wield such power…" and with that, she was gone, disappeared in a flash of white petals.

After the dust settled Winter came through the opening in the wall, looking exhausted and ragged, the blood seeping from various scratches on her body. She saw the wreckage and Weiss clutching an unfamiliar person.

"Where's Cinder? The Winter Maiden?! Weiss what happened?!" Winter asked rushing over to her side. Then she saw who the unknown girl was. There was no mistaking it, the distinctive ice-cream coloured hair was a dead giveaway. "Neopolitan?!" Winter hurriedly raised her sword to Neo's throat and the dazed girl flinched back with arms raised in the form of surrender. "You are under arrest for your crimes against Remnant and…!"

"STOP!" Weiss shouted as she quickly got to her feet and stood between Winter and Neo, her arms spread out.

Winter held a stern gaze, "Step aside sister, this criminal must pay for her crimes…"

"If you want to get to her then you have to go through me!" Winter glowered.

"Why do you insist on protecting this criminal Weiss?!"

The younger Schnee flinched at her sister's tone but still held firm, "Because without her, I would be dead, Cinder would have the Winter Maiden's power and Salem would be one step closer to world destruction!"

Neo heard the words 'world destruction' and her skin paled. She had no idea what the woman was planning so hearing this was a first for her.

"What about the Winter Maiden?!" Winter swore in fury.

Neo meekly raised her hand and summoned a small swirl of frost around it, the glow in her eyes proving her power.

She signed 'Look I don't like you either but… don't make me regret my decision to switch sides…'

Winter read the hand signs and blinked rapidly, "Switched sides? You're defecting?! How can we trust you?"

Neo blanched and signed again, 'Really? What more proof do you need?' causing the elder Schnee to sigh in defeat.


Deep within the facility, Ironwood had finally returned to the Academy with Oscar in tow. They had made their way through the complex toward the control room.

As they rounded the corner toward the room they were met with a Death Stalker standing between them and the door.

"Grimm?! In my Academy?! How the fuck did they get in here?!" James cursed as he rushed forward, pulling out a pistol and shooting a few rounds into its thick hide, jumping over its head to avoid the stinger.

Oscar pulled out the cane and deflected the stinger that was now aimed at him before closing the gap and punching the creature in the face, his fist glowing a forest green as Ironwood swore he saw another projected fist covering the smaller teen's own, as a manifestation. The force of the impact cracked right through the creature's skull and shattered it in a single blow.

Ironwood was thoroughly impressed, "What was that? I didn't know you were a fighter…"

Oscar wiped his hands on his clothes and retracted his cane, "One needs to learn to survive, especially with Oz gone…" he said darkly, as he remembered the trials, he went through to achieve his awakening.

As they passed through the door Hex caught sight of them and sighed in relief, "General Ironwood you're here and… Oscar!" she squealed with delight, rushing over and hugging the boy tightly.

Oscar squirmed for breath, "Hex! Can't breathe!"

She let him go embarrassed, "Sorry, just glad to see you alright. I got worried… where's Nova?"

"He's… preoccupied. What's the situation over here?" Ironwood stated sternly. He was not about to waste any more time.

Hex nodded, "Right. Well, we lost a good deal of staff with the Grimm… I did my best but I couldn't save everyone. Jaune, Nora, Ren, and Luna are trying to break through to the lab. Dr. Polendina, Nova's mom, and Maria along with the rest of the researchers are barricaded in the testing rooms. I'd say they have about an hour before the Grimm break through the blast doors."

Ironwood took a look at the security feeds and sure enough, several of them showed security teams gunning down Grimm. The lab blast doors were sealed shut down the corridor and nipping at their heels were two Beringels and a small pack of Beowolves patiently waiting for their muscular behemoths to break down the doors.

Jaune's team was seen crossing a screen on the upper left corner suggesting they were a few floors away.

One thing caught his attention, however.

"Miss Magenta, why are these cameras down?" he pointed to three offline security cameras. Those were in the lowest areas in the Academy and all connected down a particular path.

Hex shrugged, "No idea. We assume the Grimm overrun those areas and knocked out the feeds… where do they go anyway? Why do you look so distressed?"

Ironwood slammed his fist on the table, "I knew it! Those cameras go right down the path to the main server room for the whole Academy!" The general then picked up his gun and stormed for the door.

"General Ironwood! Where are you going?!" Oscar called out to him.

The General spared no time, "Going to cut the head off the snake!"


Ironwood stormed down the facility, clambering down flights of stairs and breaking his way through several lines of Grimm.

The only thing on his mind as he trampled on everything toward his enemy was the motive of ending the life of one of the primary causes of this problem once and for all.

He broke into the server room, the ice-cold air of the room flowed out, but he felt nothing but rage as he saw him, standing against the machinery, his gangly frame easily spotted amidst it all.

Ironwood stuck to the shadows, drawing his gun and trying to move quietly toward the man standing typing away on a keyboard of one of the servers.

"James if you're going to try and sneak up on me, you must really learn not to make all the noise on the way down," he calmly said, his eyes never once leaving the screen, as he twitched his lip, the thick bushy mustache on it shaking slightly.

Ironwood stepped forward from the shadows, "Arthur Watts… I thought you died all those years ago, but here you are. Working for Salem."

"Oh come now James, you know it wasn't personal. Your pathetic institution labelled me a madman, a psychopath. Said I was too 'extreme' and cast me out! Now you get what you fucking deserve!" Arthur said as he slammed the keyboard shut, whipped out a pistol, and shot in the direction of James.

The bullet narrowly missed as Ironwood ducked out from behind the server frame and shot his own gun. Arthur dodged onto the floor with a forward roll and shot two bullets in his general direction but met nothing but empty air.

He spun around but James was already on him, the cold barrel of the pistol pressed to the back of his head.

Arthur chuckled, "James please, if you're going to pull the trigger then you should do it to my face!" he whipped around and pushed the gun barrel upward, a bullet striking the ceiling as Arthur unloaded a full clip into Ironwood's torso. The bullets hit but made a solid metal clank as they fell harmlessly to the floor.

Seeing this he nimbly backed away, putting distance between him and the General.

"Bulletproof plating to cover your injuries? Really?" Arthur had an unimpressed look.

"I go to every length to ensure what matters is protected!" James said the barrel of his gun lined down his sights as he and Arthur stood in a stand-off.

Arthur smirked, "Really now James? Every length? Because if that's the case then this really is all your fault… it just proves your incapability!"

Ironwood grimaced, "You would know after all your shit system was broken in by an eighteen-year-old girl."

Arthur flinched as he felt his pride sting, but he still had cards to play, "Really? Well now that is impressive… you know what else is? How easily all this was to pull off! I mean you were so protective of everything that you lost sight of what was right under your nose!"

"What are you talking about?!"

Arthur let out a maniacal set of laughter at his confusion, "Honestly James… you should really learn to smell when someone's about to stab you in the back!"

At this James felt a tremendous force hit him from behind as he angled his body in such a way he was able to use the momentum to turn around. Standing in the shadows was an Ursa. It charged toward Ironwood who was sprawled on the floor, batting him aside and knocking him into the nearby wall. Its movements were precise and careful as if it was trying to avoid damaging the servers.

James scrambled to his feet and dived into the bear, grappling it with sheer force. He emptied the rest of his bullets into the creature.

The Ursa's hide was thick and it tanked the bullets, growling in pain and trying to slap James away. Ironwood made a move to punch its head but the large creature anticipated the movement and craned its neck, biting down hard onto the General's arm.

Blood spewed forth from the deep wound as bones crunched in its jaws.

Ironwood yelled out in pain as he pried his arm free, ripping out a chunk of the flesh with it. His mind was delirious from the pain, as he was now slumped against the back wall, his head propped against the vertical surface.

Arthur strode up and squatted next to the bloody General, "Look at you now James… all your work in protecting Atlas and Mantle. The embargo… the restrictions… and what did it get you? All it took from me was to push Jacques Schnee in the right direction and boom, I get access to your systems. But the funny thing is… that isn't all that it took…" he smiled deviously, the lies flowing from his lips as naturally as he breathed.

He placed his fingers to his temples, squatting down, and emphasized to Ironwood, "Think James! Think! It wasn't just Jacques who betrayed you. How else would I get into this heavily armed facility so easily? And no one was the wiser! All your faith and protection went to waste! With Atlas burned to the ground what are you left with James? What?!"

James felt his mind swimming with concerns and panic. The words of Watts were ringing like alarm bells in his mind, like a tank driving through a minefield, setting off every single bomb on a hair-trigger. All his fears, doubts, and misgivings were now all tied together in a single neat knot. It all made sense...

As much as he wanted to bury it, to refute the idea that someone in his own circle had betrayed him… he couldn't now… the reality he thought was all too clear.

"I... I'd still… have… my… freedom…" James choked out through the pain, though inwardly he was cursing his own weakness.

Arthur spat on the floor, "You're pathetic…" he reloaded his gun and put the barrel to Ironwood's head, ready to pull the trigger when a loud bang erupted from behind him.

He spun around just in time to see a blast of electricity fly into his torso, shocking him into a stun as what felt like steel wire wrap around his entire body as he fell to the ground stiff.

Another series of sniper shots rang out as the Ursa dropped to the floor dead, dissipating into black smoke.

Jaune rushed toward Ironwood and began pouring Aura into him. The bleeding on his arm began to stop as his aura began to heal the wound.

"We need to get him to Dr. Flareheart quickly," Winter said as she picked up Ironwood on her shoulders and dragged him out of the room.


The moment everyone left the control room to head to the basement, Thorian Callows had already snuck through, like a serpent he moved through the dimly lit corridors, masked in the chaos of the Grimm he was unseen and unheard.

He moved toward Ironwood's office, passing through the coded door with ease due to Arthur's hacking earlier. Cameras shut down but no one was paying any attention since, by now, everyone was tending to the poor wounded James Ironwood.

As he passed through the doors and entered into the pristine office, he rummaged through until he found the safe hidden behind a large painting of Ozpin, Ironwood, Leonardo, and a tall dark-skinned woman with blonde hair, no doubt the headmaster of Shade Academy. He couldn't crack the code so he simply plucked the whole thing from the wall.

What was supposed to be the most secure place on campus was just easily broken into with a few lines of code from Watts.

Thorian hated to admit it, but the man was good at what he did.

He moved to his next objective, as he rummaged through his pocket and felt a small, hard item. It was a chess piece, specifically the queen, and it was made of Cinder's black glass, along with Salem's particular scrying orb.

He carefully placed it on the desk and stepped back. It was insane, how Cinder went from mediocre to relevant in his mind. Not only did her plan work, but everything was going according to it, from the smallest thing down to the largest, at least… if she managed to get the Maiden power at all… but the invasion of Grimm, waiting for the Academy to be weakened to invade, Watts getting captured, everything…

He simply left the building afterward, not bothering to look at the aftermath of it all.


Ironwood woke up, delirious and hazy. His mind felt like a great fog had settled over it and everything felt wrong. He was still in his uniform, on a bed in the medical room.

"Oh good, you're up," it was the sound of Doctor Flareheart's voice.

He groggily sat up and looked down at his body. He was more or less okay, his muscles still felt sore, but his arm felt numb. He made to lift it to find it was in a cast.

"I wouldn't mess with that if I were you. That Ursa took a big chunk out of it. I managed to regenerate the missing flesh but the bone is still broken so you'll need to let that one heal on its own…" she said, "Otherwise, you're as good as new."

He nodded, "Thank you, doctor," as he gazed around he saw flashes of grinning faces on the personnel as of they were jeering at him.

Alarmed he quickly shook his head, and his vision returned to normal.

He walked toward the office, on the way he passed several of the Ace Ops, it seemed that the team had returned from Mantle. He passed by the control room and learned that the majority of the Grimm had returned to the wild and the walls were free for the moment. Clover, Qrow, and Penny were still in the field.

The shields were down now, permanently and all proximity mines around the perimeter had gone offline.

He leaned over the reports and felt the gnawing sensation again in his mind. Watts was taken to the holding cells, but the man's words still rang like incessant drums in his ears, 'You need to smell when someone's about to stab you in the back!'

"Jacques wasn't the only traitor… but who?" he muttered to himself as he made his way to the office.

He opened his door and sat at his desk, still reading the reports as they came in, his eyes never wandering… until they fell on it.

An object on his desk which was never there before, and just like that, it all came crashing down. This was the eye of the storm.

The black queen chess piece, made of glass and a horrible-looking crystal ball.


In Mantle city, Qrow and Clover were cleaning up the straggler ground Grimm that was hovering around the city. The two fist-bumped as they cut down an Ursa that was lurking in a tight side street of Mantle. Around them they could hear the sounds of citizens being evacuated by the Happy Huntresses, Robyn Hill's group was doing their part efficiently.

A loud bang resounded across the sky as a shot like a railgun of green energy pierced the city sky, incinerating a large Wyvern class Grimm and evaporating it into dust.

The two turned their heads to the sky to see Penny flying past them with a salute. She looked tired, uncharacteristic of an android but even Clover who never interacted with her outside of missions could see that it was part of what made Penny more than just a soldier.

"For a robot… she's not that different from us…" Qrow said without looking at his new partner.

"Agreed, Doctor Polendina did incredible work when he made her," Clover commented with a smile as he saluted back.

Qrow raised an eyebrow, "Is that what you think it is?"

"Isn't it? Just good engineering?"

"Nah, there's something else driving that girl, and it ain't gears and machine parts…"

Just then Robyn turned the corner, to see the two, "What are you two doing here? If you're not busy we could use all the help we can get. There are still hundreds of citizens yet to be evacuated!"

The sounds of chaos were slowly dying around them as Penny seemed to be handling the majority of the remaining Grimm.

Qrow checked his scroll and saw a message from Ruby, it read 'Gone back to the academy, frontlines are clear for now.'

"Alright let's see what we can do. The kids say the walls are clear so…" Qrow started but his speech slowly came to a halt as a distinct noise suddenly resounded near them.

*click* *click* *clang* *scrape*

Their ears twitched simultaneously at the sounds coming from behind them. It was reminiscent of someone dragging a long-segmented piece of metal across cobblestone.

"The fact that you two can chat idly like this means that bitch isn't doing her job right…" the sinister voice said behind them.

They turned around to see Tyrian Callows, prowling like a beast in the dark toward them, his mechanical scorpion tail clinking behind him.

"I guess I need to do everything myself…"

"Tyrian Callows…" Clover muttered as he drew out his rod.

Qrow pointed Harbinger at him, "So… you're back for round two?"

Tyrian snickered psychotically, "I would hardly say you won the last time, more like got away by the skin of your teeth!"


Ruby was in the common room with the rest of the team, they were taking a much-needed breather, the first one they had since the chaos started. The only ones who were missing besides those still out in the field were Winter and Weiss.

"Has anyone heard word from Nova?" she asked searching around for her boyfriend.

Oscar frowned, "He… left to help the village… with all the shit going down we haven't had the chance to send backup!" he had the sudden realization they'd forgotten Nova!

Luna almost spat out her juice, "WHAT?! WHY DIDN'T YOU SAY ANYTHING SOONER?!"

Oscar held up his hands in defense, "Hey to be fair we literally just got done dealing with the crisis here like less than an hour ago!"

Ruby felt a chill run down her spine, "Alright, we've got no time to waste. Let's go-…"

"The General requests our audience," Marrow said as he walked into the room, "I don't know what's going on but he doesn't look happy…"

The team shared a look and they felt a strange sense of foreboding.

They arrived at Ironwood's office to find him sitting in his chair, hand clasped around his mouth in a brooding position. The circles under his eyes were dark.

"General… Ironwood…?" Yang asked as she cautiously stepped inside with her team.

"It seems Nova isn't here yet… nor the Schnees…" the words left his lips as if they were foreign. "No matter… this can't wait…"

"Sir? What's going on?" Harriet asked feeling the hairs on her arms prickling in what could only be worry.

He got up from his chair, "Anyone care to explain… this?!" he slammed his fist onto the table and opened his palm to reveal the black chess piece, he threw the papers off his desk to reveal the scrying orb.

"Salem has been one step ahead of us this entire time! Someone was here and they left this as a way of saying that they've won!" Ironwood said in fury, his eyes wild with rage.

Oscar tried to calm him, "James it's going to be alright! We've got Mantle on our side, the Grimm have been pushed back! It's only a matter of time before…"

"Don't you see?! Mantle was just a distraction! They lured us out and broke us down, separated us one by one, and wormed their way under our skin! Bringing people in by the thousands we left ourselves wide open!" Ironwood explained, and the faces of the Ace-Ops fell in horror.

Vine spoke up, "In protecting everyone else… we made ourselves the most vulnerable!"

"Let's just calm down. It's not all gone… we still have the Winter Maiden and the relics," Blake pointed out bluntly.

Ironwood strode over to the painting, "Oh do we?" he grasped the side of the large painting and tossed it aside like a paper ball, slamming the frame across the room in a fit of rage, to reveal the gaping hole in the wall where the safe was.

Everyone in the room gasped in horror.

"What about the Winter Maiden?" James asked, this time to himself, as he stared at his hands, his pupils shaking. "What if the Maiden is already gone? The powers in the hands of the enemy! Winter is dead, she must be! Otherwise, she would have reported to us already…" he was talking to himself now.

"Don't you see?!" he spun to them, his eyes crazed, "Salem's already gotten it!" he slammed his fist down on the desk again, the chess piece rolling over onto the ground and Ruby noticed the material in horror.

"That's… glass! Black glass! Cinder was here…" Ruby said with shock.

"She's alive?! And here?!" Yang growled in anger, "That's impossible! Nova is the new Fall Maiden there's no way Cinder could be alive!"

Suddenly the orb on the table rumbled and came to life, tentacles erupted from under it and spread out as it floated into the air, darkness covering the room as everyone went silent in shock and fear.

A black mist erupted from the orb as its surface cracked, the tentacles curling as it screamed an ungodly screech before landing flat on the ground.

The visage of Salem appeared from the mist, as she stood ten feet tall towering above them all as an incorporeal entity. Her pale face and pitch-black eyes glaring at them all.

"The famous Huntsmen and Huntresses of Remnant… mere children…." She said addressing them. "You managed to best Arthur Watts. Congratulations…" she said dryly.

"He wasn't the first and he won't be the last," Ruby said confidently, "We'll take down everyone you send our way…" she threatened, narrowing her eyes toward her.

Salem chuckled, "Really now~? But their goal was never victory… it was merely. To set the stage…"

"For what?" Ironwood asked now.

"Why… for me of course~," Salem said.

Everyone paled in fear. Salem was coming…

"Just surrender the staff to me and you can stop this stupid massacre… I mean face it, James. You've already lost." Salem faced Ironwood with a smug grin.

We'll never submit to you. We know exactly how you are… the lamp told us everything. We know you can't be killed but we will find a way and we will stop you…" Ruby stood her ground against Salem, while everyone else quivered in fear.

Salem smiled, "Your mother said the same thing… until… I enlightened her to her futility…" as she said the words Ruby felt flashes of pain, images of her mother standing on the cliff with teary eyes in the wind. The word was dead around her as her image began to bleed and her skin began to peel. Her mother's body was falling apart as her screams echoed, her eyeless skull opening and closing echoing the darkness.

The reaper crumpled to the floor clutching her head in pain, "No! WHAT DID YOU DO TO MY MOM?! MOM!" she screamed out, her eyes filling with tears.

Yang rushed over to her sister, "Get a hold of yourself Ruby, it's not real! Snap out of it!"

Salem watched the reaper barely manage to recover her mental, "How boring… humans are so fragile…" she said as the mist disappeared and she was gone.

Ruby wiped her eyes and stood up, right now of all times she wished Nova was by her side, but he wasn't and she needed to be strong.

"What happens now? If Salem is on her way then…"

Ironwood gazed out of the window, a dark haze covering his eyes, "The timeline has changed. The military is spread thin as it is, if things keep up we will surely fall and the staff ends up in Salem's hands… so we'll be taking the plan we had for Amity tower and apply it to Atlas…"

Blake was confused, "Sir... what does that mean?"

"It means we'll be launching Atlas into the sky. Out of reach of Salem's forces, untouchable and unreachable. We have the resources here to stockade for years. It'll give us plenty of time to come up with a new plan…"

Jaune was appalled, "Sir but that would mean leaving Mantle to die! You'd be leaving tens of thousands of people to the mercy of the Grimm!"

"A small price to pay for salvation…" Ironwood said without a shred of hesitation, crushing the chess piece under his foot. He would not fall, not now.

Ruby stood firm, realizing Ironwood had lost his mind, "We can't let you do that…"

Ironwood breathed a deep sigh, "I should have expected this…" he walked toward the door of the office, none daring to move, "I'm sorry it had to come to this… Ace Ops? Take them down…"

He exited the room and now they were face to face with the Ace-Ops.

Ruby pulled out her scroll instantly, and group called everyone on her contacts list, "LISTEN UP EVERYONE! IRONWOOD'S GONE CRAZY! He plans to launch Atlas and abandon Mantle! He needs to be stopped right now! Get out while you still can!"

She soon realized halfway through her announcement her words were cut off, all radio channels were blocked and some of her messages didn't get through, "FUCK!" she screamed and almost broke her scroll in her hands.

Yang recoiled at the uncharacteristic outburst.

Ruby pulled out Crescent Rose and unfurled it, staring down the Ace Ops. She was pissed. "I'm going to give you two choices here… either you step aside and help us capture Ironwood, or you get your asses kicked halfway to Mantle?"

The Ace Ops shared concerned looks, on one hand, they didn't like the idea of abandoning Mantle. Giving up on the people went against everything they stood for, but so was abandoning their positions and disobeying orders. Not for the first time were they caught between their orders and their personal feelings, so they went with what made the most sense.

Harriet smirked, burying her feelings, "So the Rose has thorns… come on little red, I think it's you who need to back down. We can easily handle all of you…" she said looking at Jaune, Ren, Nora, and Oscar in her glance around the room. There were four Ace-Ops and nine of them in the room. The odds weren't exactly in their favour but they were trained professional Huntsmen with years of experience over their enemies.

The reaper wrapped her red cloak around her and sighed, "I don't think you understand… the choice is a mercy…" she was mentally done, emotionally exhausted, and in no mood to deal with bullshit. "If you aren't gonna co-operate, then so be it…"

They made a break for the door but Vine was already prepared, stretching his limbs across the door to prevent their escape. He wasn't fast enough, however, as Oscar, Hex, Jaune, Ren, and Nora made it through before stopping the rest. Ruby tried to break through with her semblance but Harriet was on her, the two speedsters collided and Ruby was thrown back, skating across the floor.

"What's this about mercy?" Harriet wiped a bead of sweat from her face, the unexpected speed had caught her off guard.

Ruby craned her neck, "I don't have time for this!"

She turned to Jaune and the others, "Go get Nova's mom and Doctor Polendina out of here. Regroup and stop Ironwood. If you can't stop him then make your way to the Faunus village."

"Alright girls, let's make this quick. My boyfriend is out there struggling and this city is on the verge of imploding…" Ruby cracked her neck and loaded a cartridge into Crescent Rose with a resounding clang.

Yang cracked her knuckles, Blake readied her weapon in formation and Luna pulled out Galaxia.

Ruby transformed into a flurry of petals and tackled Harriet aside, their battle of speed was much too fast for the human eye, and not a soul was able to catch exactly when the two had spiraled out of the room but the rush of wind that followed behind was enough indicator.

"Stay!" Marrow yelled out, sticking Luna in place instantly.

Elm rushed the blonde brawler with her hammer, striking down hard from an elevated angle. Yang blocked the strike and struck at Elm's abdomen with Ember Celia. The larger girl tanked the blow and grappled her legs to the floor with her semblance, becoming unmovable. Absorbing the majority of the brawler's hits, Elm was stuck on the defensive, unable to properly deal damage but unable to thoroughly take damage either.

Meanwhile, Blake and Vine were also in a stalemate. Vine was keeping to the rafters of the room while launching attacks from above while Blake was trying to drag him down. Trying to sprint up to him was proving difficult as the air was his realm of advantage. She could tell at the mid-range he was god, while at long-range where she was, she could dodge his strikes with ease, and close-range he was vulnerable.

"Ruby's not here… Nova's not here…" she turned to Luna who was currently frozen in place by Marrow, "Luna! Is it okay if I use 'that'?"

Luna craned her neck through the stiffness, shocking Marrow, "Do what you need to do!" she replied.

Blake nodded and placed her hands on the floor. The room itself was very lit so there were limited shadows. Vine tried to stop her from her plan but all he struck was her shadow clone as Blake was now in the dark corner of the room, blending into the shadows like a corporeal entity. The shadows suddenly came alive all around them, spiraling up the walls like untouchable entities.

"What the fuck is going on?!" Elm cried out in alarm.

Yang saw the slip in her concentration, "You should learn to pay more attention…" she said gravely as with one swift strike, channeling all of her aura into her bunch, her semblance triggering as well with any damage she absorbed. The shotgun shell blast plus semblance empowered aura punch, Yang's fist exploded onto Elm's torso with the megaton force of dynamite, ripping the large girl from her roots, crashing her straight through the opposing wall and several others after it.

The result left Yang exhausted and on the brink of collapse from the level of power she exerted. Even if it wasn't a full-strength blast, Elm would still be alive.

In the same time frame, the shadows had reached behind Vine and encompassed him like a cocoon.

"What's happening to me?!" Vine screamed out in confusion.

The sinister voice of shadow-Blake whispered in his ear as if she was now all around him, "Your worst nightmare…" the tendrils then constricted his limbs as the ribbon of Gambol shroud wrapped around his throat, constricting his airflow.

Thoughts in Blake's head screamed at her to kill him but it took every ounce of her energy not to give in to their dark desires and simply knock him out.

"You know doggy, I don't need to move to take you down," Luna taunted, her hair moving around as if a breeze was passing through, her horns glinting in the moonlight.

Marrow frowned, "Sorry but I find that hard to believe…. Have you been reading too many fairy tales?"

Luna grinned, her fangs showing off, "Really? You'd find out that every fairy tale is based on truth…" her skin suddenly became coated in cyan blue scales, her fingers morphing into long talon-like claws shining like sapphires, her horns growing out and her fangs sprouting. She looked like a genuine mythical creature.

"What the?!" Marrow was quaking in his boots but he dared not release his concentration.

"Puppies need to learn when not to bark at a dragon…" Luna threatened.

Marrow suddenly felt something heavy tugging at his back as Luna's eyes glowed bright blue, turning into dragon slits, the heaviness grew until his feet were ripped from under him, his back slamming down onto the floor.

He had no time to react as Luna was in his face, raising Galaxia behind her she struck him so hard he launched into the air, which she then caught and empowered her strike with aura coating her blade, the glowing dust of Galaxia thundered like lightning as it connected with Marrow, frying him through his aura and burying his unconscious body in a smoldering crater.

Back with Ruby she and Harriet had been clashing at each other at high speeds down the various corridors of the academy. Bullets were useless since at this point they were moving far too fast, the wind rush behind them was tearing the corridors apart.

The reaper unfurled her scythe and tried to trip Harriet but the other girl just hopped over it, using her momentum to belt off the wall and throw a high-velocity punch at Ruby.

Ruby maneuvered around it easily and lashed out with her scythe again. Harriet this time blocked the strike and tried to counter-attack but Ruby fired a bullet and used the recoil to cleave into Harriet's arm. Due to aura, there was no physical damage but the attack was enough to throw off her movement and send her careening across the floor leaving black skid marks from the friction.

"Alright Red, where've you been hiding this talent?" Harriet grimaced as she wiped the corner of her mouth.

Ruby raised an eyebrow, "From the moment we got you've been trying to gauge our powers. Nova and I have been wary of Ironwood from the start but we were really beginning to trust him…"

"How can we not monitor you? Strangers showing up out of nowhere? Kids crossing Remnant on foot unscathed?" Harriet countered.

"Unscathed?! UNSCATHED?! Is that how you see it? That we just took a walk from Vale to fucking Atlas like it was a goddamn evening stroll?!" Ruby fumed, appalled by Harriet's belittling.

The speedster shrugged without a shred of hesitation, "I mean… how much can kids like you really handle? I'd have believed it if you told me at least one of you had died or something. You're just inexperienced teenagers after all…"

Ruby saw the look in her eyes. Harriet genuinely believed her words. They were understandable from a professional point of view, logically kids like them should never have been able to do what they did, but they weren't just regular kids. For everything that happened, each struggle, each hardship. The times they very much almost died, Qrow getting poisoned, Haven academy… to be told at this point in their journey that they were 'just kids' was akin to spitting in their faces.

The air around Ruby suddenly began to shift as her eyes began to shine silver, the pendant around her neck glowed bright red and silver.

Harriet didn't have a chance to blink as a streak of red and silver flashed past her, the scent of roses and rush of pain accompanied by the aftermath as a sonic boom echoed almost deafeningly.

"H-Huh?" Harriet looked down and then to her side to see Ruby standing just behind her shoulder, her red hood covering her face and her expression barely visible was grim.

"We are not just kids… and we will not stand to be looked down on…" Ruby said harshly as Harriet felt mind-numbing pain where she was struck, a silver streak crossing her stomach where the scythe had struck, the glow subsided and there was no wound but it felt as if her insides were spilling forth, making her crumple to the floor in pain, passing out.


On the opposite side of the facility, Winter, Weiss, and Neo were still in the chamber, trying to recover enough energy to move when Ruby's contact came through.

"LISTEN UP EVERYONE! IRONWOOD'S GONE CRAZY! He plans to launch Atlas and abandon Mantle! He needs to be stopped right now! GET O-!" The transmission cut off and Weiss gasped, Winter covering her mouth in shock.

The moment it cut off all scrolls echoed with a message from Ironwood, "Personnel of Atlas, I'm issuing a state of emergency. The following individuals are hereby court marshaled and this list of individuals are now, wanted criminals…" the faces of Ruby, Nova, Weiss, Blake, Yang, Hex, Ren, Nora, Nitro, Jaune, Luna, Oscar, Penny, Qrow and strangely enough Robyn Hill.

"Oh fuck…" Weiss cursed as she looked at Winter with a strained expression.

Neo's eyes glowed with power as she signed, 'You're not going to turn us in are you?'

Winter looked torn but then took an icicle from the ground and stabbed it into her leg, startling both of them.

"WINTER?! WHAT ARE YOU DOING?!" Weiss gaped.

Winter grunted through the pain, "Get out of here! I'm just giving myself an excuse as to why you ran away… please… sister… just go!"

"Why not come with us! Why are you doing this?!" Weiss tried to reason with her.

Winter shook her head, "I can't abandon Atlas… not now… not when it needs me the most…"

Back with Hex and the others, they were sprinting down the corridors as Ironwood issued his message.

They made it to the lab after taking down as many guards as they could on the way.

Elain and Doctor Polendina were still in there buried in research when they showed up, "We need to get you guys out of here now!"

Elain tucked her scroll away, "I heard Ruby's message. If Ironwood intends on doing what he's going to do then he'll be heading to the vault. He's going to use the staff of creation as Mantle's power source." She said with seriousness.

Jaune was perplexed, "How do you…"

"Know what he's doing? This shit has been in his backup plans archived in the research department. Of course, I only know this thanks to Doctor Polendina over here…"

Pietro sighed heavily, "Indeed… it has always been a fear of mine that this plan would come to light. I was really hoping James would never resort to it. As a doctor and a man of science, I cannot abandon the people of Mantle. Someone needs to go down to the vault and stop him…"

"I'll go," Oscar voiced up with them.

"We'll come with you…" Nora started, she didn't want her favourite little brother-type friend to rush off alone into danger.

Oscar smiled and hugged her reassuringly, "No… you guys need to get them out. Besides, if I go alone then maybe… just maybe… I can still reason with James… there's still some sanity left in him…"

"Kid he wants Ozpin, not Oscar, no offense but right now…" Elain tried to explain but Oscar just shook his head.

"Please, James trusts me… I think…"

"Think? Oscar what if he…" Nora tried to stop him.

"Just go alright? I got this."

As they separated Hex also had a realization, "Nitro is still with mom and dad! If he doesn't get out then he'll be stuck up here too!" she said to herself as they ran down the corridors of the academy.

She then stopped suddenly making them confused.

"Hex? What are you doing? We need to leave, the exit is this way," Jaune pointed north of their location.

Hex pulled up a map and found a route leading to an emergency exit that took her into Atlas city itself, "Sorry guys, but I'll catch up. I need to get my brother…"

They realized what she was saying and Jaune nodded, "Alright… good luck…" he said as he led the others out.


Crossing the space from Mantle to Atlas were Qrow, Clover, Robyn, and a handcuffed Tyrian Callows.

The entire time Qrow's mind was spinning back to the fight earlier. It was… too easy…

He wanted to chalk it up to Clover's good luck but it was almost as if Tyrian was just buying time and not actually trying to win.

"Qrow!" Clover called out snapping his fingers to gain his attention.

The older huntsman was flustered at being caught spacing out, "Sorry what did you say?" Qrow asked sheepishly.

"I asked if you had any idea how to get your team ready for a large-scale invasion. I get this feeling that there's more Grimm coming and I need those kids to be ready," Clover said folding his arms.

"Honestly, relying on teenagers… what has the world come to…" Robyn muttered.

Qrow snorted, "Those kids are ten times better than anyone you could bring to the table… wait why are you even with us? Shouldn't you be in Mantle helping your people?!"

Robyn folded her arms in protest, "Sorry but I need to secure more ships from the academy and you'll have to excuse me if I don't trust you two to get the job done for me…"

Qrow's scroll suddenly lit up with a contact message from Ruby. He answered it and Ruby's voice blasted through the speakers with her emergency message, "LISTEN UP EVERYONE! IRONWOOD'S GONE CRAZY! He plans to launch Atlas and abandon Mantle! He needs to be stopped right now! GET O-!"

Quickly followed by Ironwood saying, "Personnel of Atlas, I'm issuing a state of emergency. The following individuals are hereby court marshalled and this list of individuals are now wanted, criminals…"

The faces of the ship turned dark in an instant.

Qrow saw the conflicted expression on Clover's face, "Clover you can't possibly be thinking of turning us in?"

Clover's face was stern, "I don't know what to think… but orders are orders…" he took out two pairs of handcuffs, "Either you two come quietly or…"

Robyn held up her hands in defence, "Hold on, let's just think about this calmly. We don't need to resort to this…!"

"BAHAHHAHA! THIS IS RICH! Turning on each other without a shred of hesitation! And we're the bad guys?!" Tyrian let out a mad cackle.

Clover slammed his fist against the wall near Tyrian, "Shut it scum!" he turned back to Qrow, "Now what'll it be…"

"Let's just get this over with…" Robyn muttered pulling out a bird-shaped crossbow with a fan-like blade and tried to make a strike at Clover but she was easily deflected and thrown against the opposing wall of the airship.

"Fine…" Qrow pulled out Harbinger and clashed with Clover, metal rod against the blade.

Clover grunted in the clash of strength, "I wish it didn't come to this!"

"It doesn't have to! Listen to reason Clover! FOR ONCE IN YOUR LIFE PUT ASIDE THE SOLDIER!" Qrow yelled out.

"WHAT DO YOU KNOW?!" He cried back.

As the two were distracted Tyrian scrambled to the cockpit and stung the pilot and co-pilot, killing them instantly.

Qrow who was now thrown against the cockpit saw Tyrian standing atop the control panel and the two pilots dead, "WHAT ARE YOU DOING?!"

Tyrian cackled madly, "THE WILL OF OUR GODDESS!" he screamed before grabbing the control stick and sending the ship nose-diving into the ice of the tundra.

Everything was a haze when Qrow awoke to the smell of burning fires, smoke, gasoline, and water vapour. The wreckage of the ship was like a streak of black amidst the streak of white snow on the flat tundra surface.

They were miles away from Mantle or Atlas, unsure as to exactly how the ship veered this far off-course, but at least everyone was alive. Robyn was unconscious but still breathing and Tyrian was knocked outlying in a pool of wreckage.

"Give up Qrow, I'm arresting you whether you like it or not…" Clover grimaced as he clambered out of the wreck, clutching his pole.

Qrow groaned and rolled his head in exasperation, "Really?! Now?! We just crash-landed and this is the first thing that comes out of your mouth?!"

"I've already sent out a distress signal. Now either you come quietly before they get here or the squadron forces you…"

"Orders! Is that all you think about? Clover, you're more reasonable than this! For fuck's sake you heard her yourself! Ironwood plans to abandon Mantle. James has lost his goddamned mind!" Qrow argued back, frustration pouring out into his words.

Clover clenched his fist around his weapon, "You don't get it Qrow! This is my duty! The general knows what he's doing! I trust him!"

Steel clashed with steel in a rush of wind and black feathers, "Do you really believe what you're saying?!"

"Atlas is all I have! The Ace Ops are all I have! I can't just abandon them!" Clover cried out as he disengaged the strike, gained distance, and swept the fishing line trying to pull Qrow to the ground. Good luck and bad luck collided as the hook was just about to latch onto him at an unlikely angle but it dropped short just as it was about to reach.

Qrow's bad luck was working on Clover and vice versa was happening to him. Neither could tell when the situation would reverse again but as they traded blows, maneuvers, and attacks, they were essentially in a constant back and forth.

"Come on man, you're so much more than just a soldier. You're an incredible leader, you're charismatic and confident, you inspire people!" Qrow felt his emotions bursting forth, striking with his scythe and missing by a hair's breadth, the blade sinking into the ice and making a large crack.

"Compared to you, I'm just a washed-up old man who's good for nothing. You're so much more than someone who follows orders so just drop this fallacy and help us!"

Clover hesitated for a moment, his face contorting into a complex expression before sobering up, "It seems you insist on doing this the hard way..."

At that moment Qrow realized that words would no longer dissuade his thoughts, and he became serious.

Tyrian sprung from his collapsed pile and vaulted over their heads, swiping at both of them with his tail, separating the two.

Without a word, Qrow and Clover attacked Tyrian simultaneously from two sides, the Faunus caught in the middle with his agility easily ducked under Qrow's swing and kicked Clover's pole skyward.

The combination of his tail and reflexes made juggling two enemies an easy task, and the battle that was once a one on one was now a three-way free for all as each combatant took turns attacking the other in a triangle of assault.

"So you were hiding your strength this whole time!" Qrow yelled at Tyrian as he again tried to cleave his head off.

Tyrian snickered, "How nice of you to notice~"

It soon became clear that in this situation, where all three powers were evenly matched, two had to work together to defeat one for anyone to come out on top. The question was… who?

Tyrian pounced onto Qrow, tackling him into the snow in a barrel of struggle as Harbinger was knocked away and the two were grappling.

"If you take me down you still have to fight him… come on Qrow, what do you say? Two of us drag him down and we both run free, you go your way I go mine~?" Tyrian proposed through the struggle.

"Never! I can't trust you!" Qrow cursed as he tried to throw him off.

"Oh, that's too bad~"

Qrow succeeded in throwing Tyrian off of him but the man was much too nimble, easily rebalancing himself across the snow. He went to reach for his weapon only to see it fished into Clover's hands.

"I'll be taking this…" the Ace Ops leader stated, about to collapse the weapon and holster it when the mad blur of Callows crashed into him sending the weapon flying back into Qrow's hands.

Qrow caught it and launched onto Tyrian who was trying to sting Clover, prying him off and flinging him aside.

Clover then retaliated by angling his hook so it again nicked Harbinger out of Qrow's grasp, stabbing it into the snow behind him, and while the latter was left scrambling for his blade, Clover entangled Tyrian in his fishing line, wrapping him in a binding.

Qrow saw that they were both essentially out of a weapon and bade a pass and hand-to-hand combat, trying to punch and Clover but all he succeeded in doing was pushing him hard enough for the ace operative to drop his line.

"For once why couldn't you stop following orders?! Do the right thing and fuck the system! James is no longer stable!" Qrow tried again, desperately to reason with him.

Clover's aura had just fizzled out from that punch as he regained his footing groggily, "The right choices are the hardest to make! I trust James with my life and I wanted to trust you!"

*SCHLING* the sound of cold steel piercing flesh resounded like an echo of despair. Blood droplets plinked onto the ice, each strike like a pin drop in a silent room. The scene was deathly real as Qrow suddenly felt all the bad luck he'd accumulated in the fight come crashing down like water from a bursting dam.

Clover stared down at his torso as the searing pain of Harbinger rupturing through his chest and the mad cackle of Tyrian behind him.

"It really didn't need to be like this Qrow… if only you'd listened to me~" Tyrian cackled as he dropped Qrow's blade and scampered off into the Tundra.

The older Huntsman didn't even register Tyrian leaving, he didn't even care compared to what was happening before him. He rushed over to Clover, clutching his bleeding body in his hands, daring not to remove the sword lest he bleed out instantly.

"Oh no… no-no! Come on man you're gonna be okay! I…"

Clover placed a hand on Qrow's, stopping him, "Don't…" he rasped, blood flowing from his mouth from his injuries, "I… wanted to believe… in him. They… were all I had…"

Qrow felt hot tears springing forth from his eyes, leaking down and mixing with the accumulating pool of blood at his feet, "This is my fault! It's all my fault if I hadn't tried to fight back we…"

"Stop it… you did… what you thought… was best… you… can't control… the future…"

"But my bad luck! I should have known… I never should've fought with you! I should've focused on Tyrian I…!" Qrow sobbed as he let his regrets flow forth, knowing precisely when it all went wrong.

"It's not your fault…" the light was fading from Clover's eyes, "Qrow… even if it wasn't for very long… you were very precious to me… those words you said to me earlier… thank you… my friend…" as the words left his lips, like the last smoke of a fire burning out, the life of Clover Ebi came to an end.

Qrow knelt on the cold ice, cradling the corpse of his friend, crying his eyes out in despair as the airships of Atlas flew in overhead.


Nova flew across the frozen wasteland between Mantle and the village. As she did she witnessed it all from the skies. She saw Ruby and the others fighting in the city, she saw the hoards of Grimm trampling on the horizon like swarms of plague, and she wanted nothing more than to turn around and join the battle, but she knew her fight was elsewhere.

The ice dome surrounding the village came into view along with what Nova could only describe as hell.

Dotted like beads of grey against the pure white, more than fifty robots were aimed at the village, firing off fire dust rounds at the dome.

Wasting no time she swooped down from the sky, riding on Helios she stretched out her arms, taking aim at the largest groups of enemies first as pillars of a raging inferno, magic mixed with nature's wrath struck down onto the surface, evaporating the snow that it came into contact with.

The robots took the full brunt of the attack and Nova soon realized that these machines were much sturdier than she anticipated.

Inside the dome Olwen, Fenrir and Randolf were standing outside at the edge of the dome where they were getting pressured, Fenrir and Olwen were pouring all their energy into keeping the ice dome up while Randolf was preparing to evacuate the village.

When they saw the bright blaze of fire rain down from the sky they felt a sigh of relief, "Looks like that brat finally got here…" Olwen grunted.

"Better… late… than… never…!" Fenrir gasped.

Olwen saw it was only Nova who showed up and her relief turned into fear, "The hatchling is the only one that came…" despair started to show on her face. What could one person do against that threat?

Randolf arrived at the scene and smirked, "My nephew…err niece? Is much stronger than you think…"

"Alright, so Onyx did a little fireproofing… no matter… if it doesn't melt on one temperature… you just gotta kick it up a notch!" Nova did a nose dive onto the battlefield, slamming into the snow like a meteor, blasting all the machines back.

They instantly trained their guns on her and began firing. Nova managed to deflect several of the bullets with her scythe but a single one grazed her shoulder, her aura glowing where she'd been hit.

"OW! That hurt you bastards!" she cursed as she rubbed the sore spot. She turned Helios into a sniper and tried to fire a few rounds into the fray, but the bullets simply ricocheted off, some barely grazing. Only after a whole clip did she finally manage to penetrate one robot's armour plating.

"Fire-resistant and bulletproof! Of fucking course you are!" Nova swore again, "Fine… ugh this is going to probably hurt me more than it'll hurt you… mostly because you don't feel pain… whatever!" she transformed Helios into sword form, sheathing the blade and getting into a drawing stance.

The fire began to swirl around her like an aura of pure heat, blazing up into an inferno, she placed her hands around the handle of Helios as the Agniseki glowed brightly, her eye shining with the powers of the Fall Maiden. The blazing aura was then sucked into the hilt of the blade.

The various machines tried to gun her down, turning all their focus fire from the dome to Nova. Thanks to her semblance adapting to the constant striking of the bullets and the dragon scales forming over her skin to protect her, the bullets only left scratches and bruises on her rather than actual wounds.

"Cleave and burn…" Nova muttered as with one swift motion she drew the blade of Helios out with such force, the diamond Incindium having fully absorbed the powers of the fire, the strike arced out like a giant blazing wave of fire, melting a path across the snow, bullets, and metal disintegrated as all that was left of the robots were their smouldering lower halves, their entire upper bodies were reduced to ashes and melted goop.

The residents within the village who observed the spectacle were in awe of the power of this person. Who were they?

The dome slowly went down allowing Nova to enter the village where he was greeted by Fenrir and Olwen who looked exhausted.

"Well done brat, I'm gonna be honest, when we saw it was only you, we were worried that all hope was lost," Olwen confessed, her white-grey hair falling around her robe.

Fenrir cracked his neck and took a few gasps of air, "God that was exhausting!"

Nova re-sheathed Helios and stood up shakily, the attack from earlier had used up a great deal of her energy, and while her resources were not very limited, attacks of that caliber greatly consumed her stamina.

"Trust me… even I didn't know how much power I could use like that…" she said almost nonchalantly. "What's your plan? No doubt these things won't be the only wave Onyx is going to send your way."

Randolf answered for them, "We're evacuating the people to Mantle city, our only hope now is to shelter in your borders."

At this Nova's face was grim, "That might be a problem…"

"And why's that? Ironwood gonna throw a hissy fit?" Fenrir mocked.

Nova shook her head, "No… Mantle's been compromised. The city has been breached and…"

Suddenly a transmission came through on her scroll. Nova answered to find Ruby's message. It came out broken due to the lack of reception but the message was clear enough, "IRONWOOD…! ABANDONING MANTLE…! LOST HIS MIND…! STOP HIM…!"

Nova tried to answer the message by calling her but as soon as she did, all connections to Atlas and Mantle had been cut off, "RUBY?! RUBY! FUCK!" she almost tossed her scroll to the floor in frustration.

Olwen groaned in exasperation, "Great, can this get any worse?!"

Nova paled, "Please don't say…" *STOMP* *STOMP* "that…"

All eyes turned to the horizon to see a new wave of robots marching on them, and this time, they brought tanks…

"Fenrir, load back up the ice dome because it's about to get a lot worse…" Nova said to him.

"You have got to be fucking with me right now…"

"Randolf get these people out of here now! Even if Mantle is compromised my team would never abandon them, so get out of here and find Ruby!" Nova instructed.

Olwen cracked her knuckles, "We'll buy you guys some time to get our people to safety."

Nova sucked in a deep breath and marched out to meet the enemy, "Time to become a real one-woman army… if only my dad could see me now…"


-Back in Atlas-

Deep in the vaults of the Academy, James Ironwood approached the point of access to the staff of creation. With it, he would turn Atlas into a flying utopia, free from the constraints of Mantle and Salem. He'd managed to get into contact with Winter earlier, at least was able to send a message to her but received nothing back. He'd assumed she was now in possession of the Winter Maiden's power and was on her way to his location.

The elevator behind him began whirring signaling that someone was coming down, the sound of the machine, like music to his ears, "Winter, you're here already? I'm sorry about what you had to do... capturing your sister and taking the Maiden's powers I..." he turned around to see instead it was Oscar.

"And whom do I have the pleasure of speaking to?" James noted, seeing Oscar walk in stride with the cane.

Oscar stepped forward across the platform to meet the General, "Still just... me..."

"So you've come to stop me? Alone?" Ironwood asked, standing stiffly.

"No, I've come to reason with you," Oscar placed both of his hands on the cane, one atop the other, "I know there's still some hope left in you. You're a good person James, don't give up like this..."

Ironwood grit his teeth, "A good person? Being a good person got us into this situation! If I hadn't been so soft we never would've been compromised to this extent. Salem wouldn't have the lamp and the city of Mantle would still be standing!"

"Don't say that like Mantle's already gone! Everyone is still fighting out there to protect the people and you're just going to abandon them and run away!"

"I'M NOT RUNNING AWAY!" James roared, "Don't you get it?! Everyone! Everything down there and in my own circle has been drilling into me like parasites taking root, waiting for the right moment to take me down and they won! Those people are all just liabilities! If I focus all of our resources on protecting them, then I'd be playing into Salem's hands like I've been doing this whole time! We need to sacrifice to ensure the safety of humanity!"

Oscar gasped, "Listen to yourself, James! Sacrificing the many to save the few?! By abandoning Mantle you're leaving millions to die! Abandoning our best chance of uniting Remanant against Salem!"

"All of that means nothing if she wins! I will sacrifice whatever it takes, Mantle, the kingdom, the people even you to make sure she doesn't win!" Ironwood was now backing Oscar into a corner, the boy was now between Ironwood and the cliff that fell into the abyss below the vault.

"Then you're as dangerous as she is James..." Oscar grimaced, realizing James was too far gone.

Ironwood calmed a bit, but it wasn't peaceful, his expression was still stormy, "James... is what my friends call me..."

"...Wha...?!" Oscar barely had a chance to react as Ironwood pulled out his magnum pistol from his belt and shot Oscar.

The force of the bullet launched him far off the edge and Oscar's aura instantly dissipating from the bullet as if it contained special properties to drain it.

Ironwood walked away from the cliff, not bothering to look down to confirm his kill.

Oscar, on the other hand, was desperately trying to find some way to slow his fall, without his aura he couldn't protect himself, within seconds he would be nothing more than a smushed corpse on Mantle. As he felt all hope was lost, a green shield of energy that was unlike anything he'd felt before encased around him, protecting him from the impact.

"...Ozpin?"


Far abov-Somewhere over the ice-cold Tundra-e the clouds, within a mass of black cumulonimbi flew a swarm of Grimm, a large army of darkness grander than anything Remnant had seen before. Wyverns, Griffons, Sphynxes, Nevermores, and its center, like a great beast of the apocalypse, was a giant whale-like Grimm. Its mass and size grander than Atlas city itself.

Within the giant whale was a series of structured tunnels and chambers seemingly entirely made out of Grimm flesh. Sitting upon a red throne in the center of a large room was the queen of darkness herself.

Like the grand monarch of all evil, Salem sat ominously upon her throne, gazing down at the doors to the chamber expectantly, at her side were Emerald and Mercury.

They swung open to reveal three people, Thorian Callows, and the other was a tall female figure wrapped in a white trimmed black cloak. She was dragging on her shoulders the slumped body of Cinder Fall and placed her onto the steps of Salem's throne pedestal.

"My queen, we have fulfilled your duties… with minor complications…" Thorian said with a bow.

Salem held a stern gaze, "Have you now?"

"Yes my queen, I present to you, the Relic of Knowledge," Thorian said holding out the lamp to Salem.

The Grimm Queen grinned a sadistic expression as she claimed the relic, "Very good… you of all my henchmen have proven yourself the most successful…"

Thorian shivered with glee as a grin plastered across his face, "It fills me with joy to serve you, my goddess!"

She then turned to Cinder, "And what of you? The Winter Maiden's powers… your plan? Where is it?"

Cinder felt the Grimm inside her scream and cower in fear at Salem, every cell in her body was forcing her submission, "I-I…. failed. I was betrayed by the person I sent in to get the powers…"

"Betrayal… loyalty… nothing more than empty words. All that matters to me is the result!" Salem glowered with intensity.

Cinder recoiled and shrunk back like a scared child. Emerald wanted to call out to her, but the presence of Salem was suffocating.

"I deeply apologize my queen… it was unforeseen, the Schnee girl possessed greater powers than anticipated, I was unable to defeat three of them together when…"

"Greater powers you say? Tell me more…" Salem was intrigued.

Cinder gulped and nodded, "She could wield ice like a Maiden yet her powers were not magical…"

Salem turned to the other woman in the room, "And you who rescued her. Can you confirm this?"

The woman took off her hood revealing a beautiful pale face, skin cracked with black marks, eyes blackened and beneath the blood-red irises were traces of silver. Her black and dark red hair flowing down to her neck.

She said, "Yes my queen, I sensed no magical power from the Weiss girl. It was much more… primal, like the one Steelmane uses…"

Salem hummed, "So another stone has appeared along with a user… and one who isn't a Faunus at that…" she turned her head to the sky, thinking of the gods, "What are you playing at…"

Cinder bowed her head, "My queen I will not fail you again, I swear!"

"It matters not. I accept the reason you failed was that you were simply not equipped to deal with multiple powers at once," Salem then got up and walked down to Cinder, helping her to her feet, "The next time you will be sure to have adequate help…" the queen then turned to the other woman in the white and black cloak.

"Isn't that right," she placed a finger under her chin and tilted her head to face her, "Summer…"


DUN DUN DUNNNN! Well, most of you already guessed Summer was a turned Grimm but it's whether you can guess what I actually plan on doing for her and when hehe *evil author noises*

I hope you guys enjoyed what I did for Neo. From this point forward I'm essentially de-railing heavily from RWBY cannon story and while there will definitely be some consistencies with plot-relevant people in the next volume, things are just going to get spicier from here.

At least I hope so...
And uh... as for the smut chapter? I have plans for that in the coming volume... it won't be soon because of the way the plot is progressing but I do know exactly when I'm going to do it.

'Til next time!