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Beta-ed by xenosaiyan

As a matter of principle, Yang was not a fan of Grimm and White Fang invading her school. She'd been practicing her Ultimate Ninja Master 4 (she was going to kick Uncle Qrow's butt the next time they played) when the sirens had gone off. She'd leapt to her window and gazed in horror as White Fang bullheads landed throughout the campus and deposited hordes of Grimm and their own troops onto the grounds, instantly attacking every student or visitor they could find. Her eyes had instantly flared red, her rage only increasing when her attempts to call up Ruby and the others went unanswered.

It was only after she'd dashed out into the chaos that she'd noticed the silver lining. Swarms of bad guys and hell beasts were coming after her and her friends, merrily setting everything they could on fire as they went. Which meant she had lots of blowhards to beat up who definitely had it coming and plenty of fuel to do thrash them with. She wasn't a fan of innocent people being in danger, but there was certainly something of a bright side when she got to burn the assholes causing the danger to a crisp.

And that was certainly something she specialized in, even before Fairy Tail. Down every hall that she'd once dashed late to class, she punched dozens of White Fang goons through walls. When she'd leapt out into the courtyard, she'd fired shotgun shell after shotgun shell into Grimm skulls. And when the nearby Atlesian Knights had their faceplates turn red and trained their rifles on her, she'd unleashed a torrent of pink flames and melted them to slag.

She was a Fairy Tail wizard. It would take more than half-trained terrorists, bargain bin robots, and run of the mill forest Grimm to make her break a sweat.

Still, as much fun as roasting her enemies was, she had to find the others. Ruby's eyes would keep her well supplied, but Weiss would hardly find as much ice scattered around the campus as Yang had fire. And Blake barely had any of Loke's power to draw from even with sufficient ethernano. She'd only have her martial skills to draw upon soon enough and as skilled as her partner was, that strength would only go so far in the current chaos.

That meant it would be best to link up with the cat faunus first. Weiss had seemed to become stationary at the courtyard and Ruby… was falling from the sky? Eh, hardly the craziest thing her sister had ever done. Wasn't even in the top ten of the craziest things Blake had ever done.

Even so, it was probably best she tracked her down before she added a few more to the list. She could already feel her partner's meager magical signature waylaid at the cafeteria, probably having attempted to meet up with her.

Yang rushed toward the raging blaze of the mess hall, though even as she ran, she had to wonder. What could possibly have been delaying Blake so much?

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Blake had been a terrorist for half her life, fought dark wizards and demons, and traveled between worlds. Yet, standing before the person she saw now, the bloody bodies of half a dozen Atlas students fresh at his feet, she had never been more terrified.

"Adam," she whispered.

Her old teacher and partner let out a wide grin at her, the curve of his pearly white teeth matching the sharp cutting edge of his crimson sword. "Hello, my darling."

It might have been strange, but after six months in the supportive and caring arms of Fairy Tail, Blake's guilt over the White Fang had begun to… not fade, but seem less overpowering than it was before. After all, everything she'd done had been a literal world away, and everything about her new environment had emphasized moving forward, striding onward from your mistakes on the eternal adventure.

But now, with her former comrades laying waste to the new life she'd tried to build for herself, everything came crashing back down, all the guilt, all the pain, all the powerlessness. And Adam, the noble freedom fighter she'd once believed in above all others, loved above all others, stood before her, the beast he'd become wreathed in fiery shadows.

Her body wouldn't stop shaking, and before she knew it, she was already taking a step back.

"Running away again?" Adam called out, freezing her in her tracks. "Is that what you've become, my love? A coward?"

Blake curled her fists, forcing herself to step forward into the burning cafeteria. "Why are you doing this?"

"You and I were going to change the world, remember?" her former teacher yelled. "We were destined to light the fires of revolution!" He gestured his blade to the broken corpses at his feet. "Consider this the spark."

Blake's eyes narrowed. She raised Gambol Shroud into a ready position. "I'm not running."

When she'd first seen Adam slipping, she'd expressed concern, but let him talk her out of her worry. When she'd witnessed his bloodlust grow, she'd fled to Beacon to start over. She hadn't even turned over any of her information on the White Fang to the police or Ozpin. She'd just enrolled as a huntress and claimed she was trying to make the world a better place, without any actual commitment on how she would do that.

No more. Erza had told her she could not die for her atonement, so she would live for it, solving one problem at a time.

Adam seemed like a good place to start.

The bull faunus raised Wilt at her throat. "You will."

He charged, a guttural howl roaring from his throat.

Blake raised her sword and caught his opening flurry of strikes, but she wasn't a fool. She had fought side by side with Adam for years, she knew she wasn't on his level. Whatever refining she done to her style at Beacon and in the field, he had taught her everything that formed the foundation of her technique. Physically, he was more experienced, stronger than her by far, and fast enough to keep up despite her shadow clones. One on one, he was the superior fighter in every regard.

However, as Erza had observed during their first spar with Natsu all those months ago, the thing that truly set a wizard apart from a huntress was not physical ability, but destructive capability.

She didn't have much of Loke's power left, but she should still have enough for one last blast. If she timed it right, she could shatter Adam's aura and leave him wide open. She had to. Because if she couldn't stop him here, who knew who else he'd go on to hurt.

Gambol Shroud lanced out, on course to pull Wilt out of the way so her trump card to put Adam down. Just as it had at Amity, magic rushed out from her origin, golden light coalescing around her left arm. A shining ghostly lion claw manifested around her hand, pulled back for a decisive strike.

"Regulus Claw!"

Her fist streaked forward, incased in a golden palm, ready to obliterate the monster she'd failed to keep a man. With this blow, she would end his madness.

With this blow, she would take the first step towards real redemption.

A gunshot rattled her focus, Gambol Shroud suddenly knocked out of position. Blake's eyes widened, catching sight of Blush in its shotgun form, a smoke rising from the front of the barrel. With her sword knocked out of position, that left her opponent's free to be used as he wished. Along with his semblance.

Adam pulled Wilt into the path of her attack and Regulus Claw smashed into the flat of the crimson blade. For a moment, a brilliant, blinding light erupted from the point of impact, its shine overwhelming even the glow of the flames around them. And then, a raging red taint tinged the blaze and sucked it into the curved sword.

With a mighty heave, Blake was sent flying. Her back smashed into the crumbling wall, her body leaving a craggy indent in the stone as she fell to her knees.

Adam stowed his sheath at his side, her hand rising to tightly grip his sword hand's wrist. A soft glow slowly faded from Wilt's edge.

"She mentioned you might have a new trick or two," he scowled, flicking his blade out. "But no matter how powerful you think you've become; I know you, Blake. Everything you are, everything you claim to fight for, everything you turned your back on, I've watched you since the beginning of it all. I taught it to you. There is no way for you to beat me. Because all you are is a coward, unwilling to do what must be done."

Blake struggled back to her feet, her mind desperately working through its utter terror to analyze Adam's words. "She? The woman who made the speech, the Black Queen? You… you're working for her. Just like Torchwick. This isn't about the faunus, it's about you doing her dirty work!"

"I'm using her!" Adam roared back, stalking towards the huntress. "Look around you! We're not rats scurrying about taking trains anymore! This is revolution, a justice that cannot be ignored! I will wield her and her master's power and use them to create the new world we always dreamed of!"

He rushed forward, his blade baying for blood. Blake barely raised Gambol Shroud in time to block, desperately rolling away to avoid being cornered against the wall. She managed to escape but only with a shadow clone and her old partner was on her immediately after.

She was doomed. With her magic absorbed, Adam's semblance was perhaps more charged than it ever had been. The only reason he hadn't used it already was that he knew he had to whittle down her aura first, keep her from using a shadow clone to escape the damage. Even still, he hammered into her, an endless cascade of crushing blows raining down, smashing her sword aside with every strike. Her bones rattled whenever she blocked head-on, his momentum crashing through her meager attempts to riposte.

Eventually, he'd completely overpower her, or she'd run out of stamina. Either way, she had no more of Loke's magic, she had no way to break through his guard, not unless she used…

No. She didn't fully understand what had rushed through her when she'd absorbed the Griffon on Amity, but it was nothing good. When she'd taken power from Loke, it'd been a rush, a thunderbolt crashing through her veins and lighting her entire being on fire. When she'd taken in the Grimm, it felt like a stream of black oil had slicked down her spine, like utter darkness and revulsion had rippled through her entire being. She'd barely been able to contain it.

If she unleashed, tried to use it, she had no idea what could happen. Perhaps she'd gain the power to defeat Adam, but there was no way to tell if she would be the one in control. Or if anyone could stop the monster that could emerge. If the others fought smart, she had full confidence that they could defeat Adam. But against whatever power she would gain, with them no doubt holding back so as to not risk her, there was no guarantee that they would not meet their ends.

What could she do? Die at the hands of her former friend, or fight back in earnest and risk her current ones?

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"Please, no more! No mor-rermemrem!"

Blake's voice was muddled as Mira stuffed a ball gag in her mouth, tying the strap tight around the back of her head and the giant pillow pressed into her hair there.

"Your friends want to go on a job after the Fantasia Parade. If you want to go with them, you'll have to make more progress," Mira said, patting her student on the head. "I gave you a few days off to help your team with the float and to read 'Raiders & Maidens', but now we need to make up for lost time."

Loke, standing off to the side, cringed. "Uh, I think she gets that, Mira. But, don't you think you're taking this a bit far?"

Blake, her voice still stymied, frantically nodded. As of current, she was completely strapped into bondage gear, her legs together and fully bent, and her arms bound behind her back. And within each of the loops of her bindings were pillows, pressing into every inch of her flesh. There was even a pair pinned to both the top of her head and the underside of her throat by a chin strap. The feather bags might have kept the leather bounds from tearing into her skin, but the near suffocation was hardly a favorable situation either.

Mira quirked an eyebrow. "What do you mean? This is only level one. I passed this when I was eight. I'm sure Blake can manage it."

"True, but you're also a monster among monsters," Loke pointed out. "Blake has only had magic for a few weeks. Maybe you should start her at a lower level?"

"A level lower than one? What, like zero?"

Blake immediately nodded. Level zero sounded like a fantastic place to start.

"Nah," Mira waved off. "She can handle it. She just needs the right motivation."

"She needs to power up to get home," Loke replied. "What greater motivation could there be?"

"Hmm… you're right." That actually got Mira to frown pensively for a moment, However, it lasted only a second before her bubbly smile returned. "But that's so far off! She needs something more immediate to aim for."

Blake cocked an eyebrow. Such as?

Mira smirked at her. "How about this, Blake? If you can complete this level, I'll get you the next 'Raiders and Maidens' book."

Blake's and Loke's eyes widened. "But that's not supposed to come out for another two months!"

"I have a friend at Sorcerer Weekly whose uncle is the head of the publishing company," Mira explained. "I modeled for the original cover back before Tenrou and now he makes sure to get me every book in the series as soon as its finished. So, if you want to know what the maiden does with her captives now that she's a warlord, all you need to do is—"

"Um'll doit! Um'll doit," Blake squealed, hoping her frantic nods would make up for her muffled speech. She had to know about the maiden's new… policy changes. Yeah, policy changes.

"Excellent!" Mira cheered. She grabbed Loke's wrist and dragged him forward. His hand reached out and brushed Blake's forehead.

Clenching her eyes shut in concentration, she focused on the subtle glimmer of Loke's power, consciously scraping it into her bit by bit, careful not to nearly absorb him all at once like she had when they'd first met. She must have done an okay job of it, since she didn't get any memories from him this time.

Eventually, she felt the Lion Spirit pull away, but by that point she had taken a sizable portion of his magic for her own. It shimmered within her, a blazing torch that raged and crackled against the lamp she'd confined it in.

"Concentrate," Mira's calm, caring voice rang out. "The one thing all Take-Over magic has in common is that it is power not meant to wielded by a human. The souls you absorb will want out. And since their original bodies are gone, they will warp your body to better suit them, even if their minds no longer exist enough to control the new form. Harnessing that event is the key to your magic. These bindings will act as a measure for you. If you don't allow enough of the power out, you won't be able to harness it for combat and the pillows will keep pressing into you. Too much, and you'll lose control of yourself and the bindings will snap completely. But keep your mind clear and focused and you'll be able to bring out all the strength of the souls within you to help your team. Try pushing back on the pillows just as much as they're pushing back on you. Equilibrium is the key, your mind and Loke's power."

Blake took a deep breath, magic flowing out of her origin and mixing with the Celestial Spirit power within her. Even if it wasn't whole and given to her freely, to bask in the radiance of Leo's power, of Regulus, was blistering. Her mind felt as if she'd stepped out into the hottest desert on Menagerie unprotected, the sun scorching her flesh with blistering light and heat. If she basked in it for too long, it would cook her alive.

But she couldn't afford to let that happen. In the darkness of her mind, she imagined the massive sun shrink to the size of a small baseball. Her brow furrowed as the power obeyed her will, her hands rising to cover the blazing orb, to contain its power. To command it.

Slowly, she felt the pillows push away from her.

"Yes, yes, yes!" Mira cheered. "You're doing it, Blake! You're doing it!"

"Nice job!" Loke complimented. "I can give you some tips on how to best use Regulus later. That is, if she's passed level one."

"Oh, she'll still need to keep practicing this a while," Mira revealed. "It's one of the most basic steps of Take-Over, but it gets harder the more beings you absorb as well as the stronger they are. And if you mess up… well… there's a reason it took Elfman so long to master a Full-Body transformation."

Blake ceased her magic, taking a moment to catch her breath as sweat trickled down her brow. She was making progress, but she couldn't push too fast. She had to catch up to her friends so she could help them all get home, but she couldn't risk going berserk. They had enough stacked against them without putting her against them.

She'd master her magic. She'd master her magic and help them all get home.

"So, Blake, do you want the regular version of the book, or the collector's edition. I hear Jenny did some great stills for that one."

The cat faunus grinned around the ball gag in her mouth. Of course, there were other benefits.

"We can move on to level two after that."

Her grin fell. And then there were other tortures.

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Blake crashed into a pile of rubble, her aura crackling a purple hue as it broke. She sank to her knees, Gambol Shroud barely gripped beneath her fingers.

"This could have been our day!" Adam raged as he stomped towards her. "Can't you see that?"

"I never wanted this!" Blake screamed back, frantically changing her weapon to its gun form. "I wanted equality! I wanted peace!"

She fired off a rapid-fire barrage, but it was an act of desperation. Adam easily maneuvered Wilt into the path of all the bullets, the blade's already brilliant glow only increasing further.

"What you want is impossible!" he roared.

His hand lanced out smacked Blake to the ground, her weapon skidding away. Adam sheathed his sword and stalked towards her prone form.

"But I understand. Because all I want is you, Blake," he declared, his voice suddenly much softer but no less terrifying. He delivered a hard kick to her side and forced her on her back. "And as I set out upon this world and deliver the justice mankind so greatly deserves, I will make it my mission to destroy everything you love."

"Blake! Blake, where are you?"

Despite the fact that it meant help was on the way, Blake's heart stopped the moment she heard Yang's voice. Her vision flew to where the shout had emanated from, her amber eyes widening as she saw her partner come around the corner, her fists flying as she took down assailant after assailant, all the while calling for her.

Adam saw her as well, a furious scowl marring his face. "Starting with her."

Wilt was instantly redrawn and stabbed straight into Blake's gut, agony bursting through the huntress' veins as a scream erupted from her mouth.

Yang whirled towards them, her eyes lighting crimson as Adam prepped his blade. A pink firestorm erupted behind her as she rocketed herself forward. "Get away from her!"

"No," Blake whispered, desperately fighting through the searing pain in her abdomen. "Please no."

She could see it happen in slow motion. Yang's fist was already gathering fire, her partner ready to blow her attacker away with one inferno of a punch and rescue her. But Adam had likely been charging his semblance throughout his entire invasion and would unleash all that stored up power in one single slash, the enormous amount of energy concentrated in a thin, viscerally sharp edge. Aura or not, it would cleave through Yang like a hot knife through butter.

He was going to kill her. At best, he was going to dismember her and then kill her. The monster she allowed to be born was going to kill her partner, kill her friend.

She couldn't that happen. She wouldn't let that happen, damn the consequences!

Every ounce of magic in her origin rushed through her body like a flood that had just shattered a dam, carrying with it a surge of strength. She dived deep and summoned forth the only power her Take-Over could provide her.

But there was no warm sun like with Loke's magic. There was only a sea of shadows, surging through her, freezing cold yet blisteringly hot. Anger, fury, hatred like nothing she'd ever even imagined coursed through her mind, a sheer, indomitable instinct to kill everything in sight flooding her senses.

She tried to keep herself focused, to direct the raging torrent of sheer negativity, but it was too much. Soon, Yang, Adam, and the flames disappeared from her sight, complete and utter darkness dominating her vision. The only sensation she could conceive was the oil slipping through her muscles, warping her body into something else, something horrible.

And in this midst of the blackness, she thought she heard a familiar voice whisper.

'Blake? Is that you?'

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He hurt her. He stabbed her. Yang had no idea who the bull guy towering over Blake was, but she was going to make him burn.

At least, that had been the plan she'd leaped in with. But when she'd been in the midst of her charge, the bull faunus' sword raised and ready to be broken, a dark smog had suddenly erupted from Blake, blowing both her and their enemy back near the fire. She'd looked back to make sure her partner was okay, only for her jaw to drop.

"What the hell?" the bull faunus muttered, equally as stunned.

Where Blake had once laid dying now stood a Grimm unlike any Yang had ever seen before. It was humanoid in appearance but bulging with churning black muscle, standing a head taller than even the bull faunus' exceptional height. Giant feathery wings spread out from its back, its hands and feet bent and shivering as if restraining a primal power, razor-sharp talons covering both.

And its head… like most Grimm, a fearsome bone mask covered the top of its face, hiding its eyes and nose behind a piercing gaze of crimson eyes. But from its jaw extended some sort of beak, like a Nevermore or a Griffon, its tip sharpened so finely that it looked to be able to snap bone in two with ease. The demonic creature's head twitched side to side, its eyes wildly glancing about from flame to flame.

In any other situation, Yang would have already jumped in and started punching. There was no such thing as a friendly Grimm after all. But something about the creature before her felt different from the ones she had been fighting all her life. Not physically obviously, there wasn't any mistaking the beast in front of her for anything but a Grimm, but mystically it felt… familiar. She hadn't spent much time analyzing the beasts she'd been fighting since the invasion started, but she knew they were different than the one before her. They had felt sort of like… Lucy's spirits.

But if they were somehow similar to Celestial Spirits, and this one had appeared exactly where Blake had been, with her partner nowhere in sight… did she—oh gods!

The Grimm screeched, the demonic cacophony forcing Yang and the bull faunus to smack their hands over their ears. Even then, she was pretty sure it was only their aura that kept them from bleeding.

"Blake!" Yang shrieked. "Are you in there?!"

"Blake?" the bull faunus gasped, his masked face turning to the monster before them. "That's Blake?"

The beast's screech immediately halted, its blood-red eyes narrowing on the White Fang member. In a black blur faster than Yang could see, her partner slammed into the red-haired faunus and sent him flying out the shattered cafeteria window, following after like a savage animal hunting its prey.

"Oh, Blake. What have you gone and done this time?" Yang muttered worriedly. She raced out after her partner.

The courtyard outside the cafeteria was, like the rest of the school, in utter pandemonium. The cobblestones were shattered, the trees were aflame, and battle raged throughout. Scattered students who still had weapons desperately shielded their injured fellows from terrorists and Atlesian Knights, Grimm tearing everyone apart without distinction. Yang had to split her attention retaliating against some idiots who thought taking potshots at her was a good idea.

And at the center of it all, Blake, looking nothing like the calm, precise warrior she was. Her savage form ripped after the bull faunus, each swipe of her talons striking too fast for his sword to counter every attack, each blow that struck bashing him back several feet, the force of her feet tearing up the stone as she relentlessly charged after him.

It was incredible and terrifying. Her power and speed were like almost nothing Yang had ever seen, save Erza, Kyouka, and Sitara. She knew Take-Over increased the user's physical abilities, but Elfman certainly hadn't gotten this much of a boost from his beasts and Yang was certain a good chunk of them were stronger than whatever Grimm Blake had absorbed.

Except… Elfman didn't have aura.

A huntress' power was derived from the energy of their soul exponentially increasing their natural physical ability. All of which was only enough for most to equal the unenhanced strength of garden variety Grimm like Beowolves and Ursa, with weapons and semblances filling in the rest. But if Blake had added a Grimm's innate strength to her own baseline, and her aura was in turn amplifying that total… there was no telling how powerful she could become. If she got in close, nothing on Remnant could stop her.

But she'd been stabbed, didn't that mean she was out of aura? Had her magic restored it? Was it full again, or was she in the red? There was so much about this new state that they knew nothing about and Yang had a dreadful suspicion that they might not get the chance to find out.

"Adam!" one of the nearby White Fang grunts called out to the bull faunus, whose sword had just been knocked from his grip. The grunt called over his fellows and they turned their guns on the duel, a barrage pelting into Blake's side. Energy crackled over the huntress, but that just merely earned the terrorists her attention, instantly racing over and butchering her former comrades, her talons soon red with their blood.

Yang's eyes widened. None of Team RWBY had ever been completely against killing, they'd each been forced to slay plenty of terrorists trying to stop the Breach, but it was never something they particularly enjoyed. Their time will Fairy Tail only increased that inclination and Blake was always one who wanted to give the members of her former organization the chance to change like she did. For her to carve them apart so easily, there was no way she was in control.

The bull faunus, Adam, seized the brief moment his fellows had bought him, diving for his sword. He whirled around with his crimson blade, the katana glowing with a vibrant glow, just as Blake raced back to continue her massacre.

Yang's eyes widened as a truly gargantuan slash of energy erupted out of the sword, carving a massive trench in the ground as it stormed towards Blake. And then surged right through her.

"No!" the huntress screamed. She fired her gauntlets behind her and rocketed towards the panting bull faunus, pink flames blazing around her fists. "Fire Devil Secret Art—"

Before she could finish her shout, another roar split the air. Her eyes whirled to where Blake had been struck, only to see her friend's corrupted body dissipate into familiar black mist.

'She can still use her shadow clones?!'

The real Blake reappeared right in front of Adam. Her talon covered hand grasped him by the face and slammed him into the ground, shattering his aura and splitting his mask in two.

Normally, such a turn of events would have been great news. Her partner had escaped from near assured death and had decimated her assailant in her counterattack. There was just one problem.

Yang was already flying towards them and her spell was already too far along to stop.

She cut off her magic instantly and fired Ember Celica to stop her short, but it was too late. The moment she hit the ground, the blaze of her incomplete attack flew across the courtyard, blasting Blake, Adam and everything else nearby back several yards.

Adam smacked into a tree, blood flying from his mouth. Amazingly, the bastard still staggered back to his feet. His face gazed out into the courtyard, three long bloody slashes from Blake's talons streaking down vertically across his face, side by side with a brand of SDC burnt across his left eye. Slowly, he limped from the field of battle.

Yang didn't have time to chase him, a low snarl alerting her to the threat her attack had drawn to her.

Blake charged her, a blur of talons and black muscle. Yang was barely able to get her gauntlets up in time to block the first series of strikes, and even those had so much force behind them that the blond brawler found herself slowly but surely pushed back. Her partner's claws hammered into her aura again and again, her already weathered defenses steadily dropping under the relentless assault.

She needed to gain some distance. If worst came to worst, it would give her extra time fire off spells strong enough to upset Blake's physical advantage and beat her into submission, but hopefully it wouldn't come to that. She just needed to break her out of her current berserker rush and then bring her back to her senses.

"Fire Devil's Twin Horn Rush!"

Yang crouched low and swept her hands in front of her and then to the sides, the attack based off Natsu' Fire Dragon's Wing Attack. Pink flames followed her fists, the hellish blaze jutting out of her wrists like infernal spears. The last of the nearby Atlesian Knights were turned to slag as the few remaining students used the opportunity to escape and get away from the wizards' clash.

Unfortunately, the wings on Blake's back turned out to not be just for show. With a single instinctive flap, she retreated backward and flew into the air. It took her a few moments to stabilize herself, but after she did, she rained down a swarm of razor-sharp feathers upon Yang.

Fortunately, those few moments were all the time Yang needed.

"Fire Devil's Rage!"

The fire erupted out of Yang's mouth and burnt the feathers to ash, the rush of flames forcing Blake to reestablish herself in the sky. But by the time she had, even her Grimm eyes could not miss Yang's signal.

A gigantic flaming Fairy Tail emblem, blazing proudly even against the darkest oppression of the night.

"Listen to me, Blake!" Yang roared, holding up her right arm to show her yellow guildmark. "I don't know what's happened to you, but whatever it is, you're stronger than it. You beat the White Fang, you became a huntress, you've traveled worlds, and learned magic! You are a Fairy Tail wizard! You're my partner and my friend, and you are stronger than some Grimm! Fight it! Fight back so we can stop this crap!"

Blake's beaked head shuddered from side to side, her hands rising to clutch at the sides of her face. However, whether it was the fire, Yang's words, or even something within her fighting back against the power that sought to consume her, she slowly lowered herself to the ground.

Yang smiled, slowly walking towards her friend, holding out her hand as if she were a frightened animal. They could laugh about the mildly offensive comparison after everything had settled down—

"Yang!" Sun shouted, he and Neptune rounding the corner of the blazing cafeteria, blasting through a line of Beowolves and Ursa. "We saw the fire! Are you alright—"

"Look out!" Neptune yelled, raising his rifle towards Blake.

Yang's eyes widened. "Wait! It's not a Grimm—"

Too late. Neptune, his trigger finger trained by years of hard training, of understanding that if he saw a Grimm that close, he could not hesitate or he, his teammates, and the innocents they protected would die. After all, there was no such thing as a friendly Grimm.

His volley of lightning dust shot right into Blake, her aura crackling black. Whatever semblance of calm she'd acquired immediately evaporated, her gaping maw opening to let out a savage roar.

Yang saw her partner's knees bunching, storing power for a charge at the pair of huntsmen. She acted instantly, activating her semblance and pouring all her little remaining aura and the strength she'd absorbed over the course of the battle, including from Blake herself, into one swift, brutal jab. If she could not calm her friend down, then she'd at least make sure she didn't hurt anyone in her madness. She loathed herself for the mistakes already on her shoulders.

Her punch landed with enough force and flame to crush two paladins at once. But as soon as it struck Blake's aura, the blow merely sank through black smoke. It took barely a moment for Yang to realize she'd merely slain a shadow clone.

But in that moment, the real thing had reappeared at her side. And in the next, her talons lashed out at Yang, cutting deep into her flesh and sending her flying backward. Sun and Neptune immediately charged forward, pulling her back and as much out of danger as was possible.

She wanted to speak, to explain that the situation was not as it seemed, but her mind was already clouded, her vision fading.

She wanted to reach out her hand, to pull them back and make them understand but… she couldn't seem to feel her right arm below the elbow.

She didn't have time to ponder why before she blacked out.

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"Yang!" Sun roared in panic, his friend's bloody and dismembered form flying backward.

Neptune let out a wordless yell and unleashed everything he had on the Grimm that had struck their friend. Sun had never seen anything like it, some kind of humanoid Griffon, but from how fast it had moved when it had attacked, not to mention that it had taken out Yang at all, they couldn't take any chances.

Where was Blake? Weiss had sent them with her to gather civilians and noncombatants to the courtyard, but she'd rushed ahead, saying she'd 'sensed' Yang. Sun hadn't had any idea what she was talking about, but he trusted her to be able to track down her teammate while he and Neptune had helped the victims they'd met along the way. But now, Yang was bleeding out and missing an arm and the cat faunus was nowhere in sight! They needed all the backup they could get!

The Grimm howled at them, Neptune's shots stymied by some sort of crackling black forcefield around it. It dashed forward, Sun barely able to see it as anything more than a black blur, and smacked Neptune back with a single swipe of its claws, sending him flying into a tree.

"Hey!" Sun called, firing a volley into the monster's back to draw its attention off his partner. The beast turned on him, the monkey faunus quickly smacking his hands together to summon a pair of light clones to assist him.

They lasted all of five seconds once the Grimm charged, its talons slicing through them like paper mâché. But it was enough time for Sun to leap away and draw it further off from Yang and Neptune. He twirled Ruyi Bang and Jingu Bang as fast as he could, unleashing a continuous barrage upon the black beast.

Good news, the dust rounds hit home. Bad news, the Grimm disappeared into mist the moment it was struck, suddenly reappearing even closer to the monkey faunus just like… Blake's shadow clone.

He fired again and the black energy field crackled across the Grimm's face, just like aura. But Grimm didn't have aura, so how was this…

Shadow clone.

Aura.

Yang was off guard around it.

Blake was nowhere to be found.

No. No, no, no, no, that was impossible. It was insane.

But then, so was Yang breathing pink fire from her mouth. So was Weiss shooting out a black glacier. They wouldn't be stupid enough to ingest dust to do it after all. The tournament had kept him and Team RWBY from talking as much as he wished, but he had caught a few mentions of magic being a part of the reason they were missing for three days. At the time he'd thought they were speaking figuratively, but if not… no, that was crazy.

Wasn't it?

He didn't have any more time to contemplate it before the Grimm smashed into him. Its talons streaked out and smacked him across the chest, driving down into the pavement. He tried to twist his fall into a roll, but it was on him too quickly, slashing at him again and again as his nunchucks were battered aside, his aura the only thing keeping his chest from being torn open. And that was quickly failing.

He couldn't stop it. The Grimm was faster and stronger than anything he'd ever seen. He couldn't seize an opening in its assault because its slashes came so quickly that there wasn't enough time to exploit anything before the next one came. Maybe Neptune would hit it from behind, but would that really be enough to bring it down, especially with the nearby Grimm started to close in to assist their champion? And if it really was Bl—

Suddenly, a thunderous roar split the sky. The Grimm laying into Sun suddenly halted its assault, looking to the sky. Indeed, every Grimm in the courtyard and perhaps all throughout Vale suddenly turned their gaze to the firmament.

Sun, not being a complete idiot, scrambled out from under the Grimm and regrouped with his partner next to Yang, readying themselves for their last stand.

Fortunately, they needn't have bothered. Every Grimm in the courtyard, including the one that had nearly killed them, ran off in the direction of the roar.

"What the hell was that?" Neptune gasped, his hands shaking even as he maintained his hold on his rifle.

Sun fearfully glanced between where the Grimm had left and Yang's bloody and dismembered form, his suspicion making the sights even more horrible. "I don't know. But we need to get Yang to a medic before she bleeds out."

"What about Blake? We can't just leave her out here!"

Sun frowned. If the crazy thing he was thinking was by some impossibility true, he wasn't sure they could do anything for Blake at the moment.

"She'd never forgive us if we let Yang die," he said. "Who knows when they'll come back."

Neptune scowled, but nodded. "That roar… what was it?"

Sun didn't know. It had to be some sort of Grimm, but it was louder and more ferocious than any he'd ever heard. They were already being forced out of Beacon. How much worse could this mess get?

RWBYRWBYRWBYRWBYFTFTFTFT

Cinder grinned as the Wyvern soared over Beacon, making to circle the CCT tower as it bombed the surrounding area with spawning mud. New hordes of Grimm rose to its call, those that were already present answering their commander's call. Her efforts to create negativity had been more successful than she'd even imagined if she'd drawn such a powerful Umbral Spirit from its deep slumber beneath Mountain Glenn.

"Um, mam," Emerald spoke tentatively. "Are we safe from that thing?"

Cinder glanced back at her minions on the rooftop, affecting a reassuring smile. It was a necessary thing, given even Mercury had been startled from recording the Atlesian Knights by the dragon's arrival. It was not without reason of course, the beast would crush them in an instant if it got the chance. Only the Scarab Grimm within her that had turned her eyes gold, one of only two species her mistress had personally created, would allow her to communicate with it and direct its rampage. And even then, she would prefer to have the maiden's full power before confronting the creature directly.

"We'll be fine, Emerald," she declared. "You two should head to the rendezvous point. With Torchwick gone, the knights won't be lasting much longer. I can handle the rest."

Mercury nodded. "Good luck, boss."

He left without another word, but Emerald hesitated.

Cinder chuckled. Such a good little pawn. "Go on now, Emerald."

"But, mam, it's Ozpin. Are you sure you won't need—"

"Go," Cinder commanded, now scowling. She would not have her strength doubted by a street rat she'd raised up. Even if her foe was the Queen's nemesis, she would not be defeated. Never again.

Emerald paled and nodded, following after her partner.

Cinder returned her gaze to the battlefield, feeling carefully for the magic she needed. She discarded the frozen gale of the Schnee, the dying flame of Xiao-Long, and even the strange darkness that almost felt like a Grimm itself. Instead, she sought out the flickers of lost time, her gaze finally finding her target.

Ozpin raced around the battlefield, seemingly in half a dozen places at once at times. At last, he stopped in the midst of the courtyard, calling Pyrrha Nikos away, with some… blond boy? Some blond boy followed her for some reason.

No matter. The Wyvern's arrival had forced Ozpin's hand. If he was looking for a replacement maiden candidate, he couldn't do much better than the clever and righteous Mistral champion.

Of course, that power was meant to be hers and no one else's, so she could stand beside Teacher. And as the trio of huntsmen dashed into the CCT tower, she knew it would be in her grasp soon.

Some things are made better by the group's trip to Fairy Tail. Others are made all the more tragic.

Next up is the tower.

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Go Forth and Conquer!