My god, this thing got long. I'm happy with it, this one of my favorite chapters I've written in a long while, but I did not expect it to be this long.

Heads up, due to school bombarding me with projects, work taking up my weekend, and me needing to make some very crucial decisions about the direction of my life very soon, there very likely won't be a chapter next week. I will try my best, but if there is nothing, this is the reason.

Now... here. We. Go.

If you wish to support me and my college tuition, please check out my P a treon for future chapter summaries, story ideas and more: p a Treon.(c om) (backslash) themaster4444

Beta-ed by xenosaiyan


"Where is Weiss?"

"Safe," Esper assured them. "She is out of prison and on her way to a friend."

Gray frowned. "You mean Salem? That's why you've been trying to get her since the beginning?"

Esper nodded, a resigned expression on her face. "I'd hoped to get it done in a simple manner, that's what the internship offer was intended for. As much of a joy as Whitley has been, it would have been so much easier if Jacques had only agreed to send her."

"A joy?" Winter numbly murmured. "You had him stabbed."

"An unfortunate necessity," Esper sighed. "The plan had been for Weiss' interactions with COMMAND ESR to lead her into the arms of either the spymaster, or her nemesis, the councilwoman."

Despite the situation, Gray couldn't help his smirk of pride. "Didn't expect her to try to strike out on her own, did you?"

Strangely, Esper mirrored his smile. "No, I did not. Though, in hindsight, I should have anticipated the possibility. She is quite the extraordinary girl. As much as he overstepped himself, Arthur was correct that the failsafe was necessary. We would never have isolated her without it."

"Arthur…" Winter muttered. "Arthur Watts…"

"Necessary?" Gray growled, frost gathering on his fingertips. "Yeah, I suppose. Just like it's necessary for me to smash your skull into the dirt."

Esper raised her hand. "Wait, please. We need not be enemies. Weiss will be with the Queen soon enough, and you can both join her. Winter, your skills would be a tremendous aid to the cause, and Gray, all members of Fairy Tail are welcome within our ranks."

"Really?" Gray cocked an eyebrow. "I know we have a reputation for being crazy, but do you really think any member of the guild would join Salem?"

"I don't see why not. Your philosophy has inspired everything she's ever done for the last several millennia," Esper replied. "Plus, Happy hasn't had any complaints."

Gray's eyes widened. "Happy?"

"Yes, he's done good work for the Queen over the years. As has his partner."

"Natsu?" Gray gasped, before his hands clenched into fists. "Even if that flame brain would side with Salem, which he wouldn't, he'd never be able to keep a conspiracy secret. You're lying, just like you have since the beginning."

"I'm not lying," Esper insisted. "I understand what's happening, there's just some confusion over which partner I'm referring to—"

"There's no confusion!" Gray shouted. "Even now, you're hiding behind someone else's face! Take it off! All the transformation magic!"

Esper cocked an eyebrow but shrugged. Once more, she put a hand over her face and dissolved the rest of the transformation magic…

… and… um…

He leaned towards Winter. "Do you know who this is?"

The Specialist Commander's eyes were still glassed over, but when she glanced up at Esper's new face, her real face, she could only shrug.

The Council Chairwoman sighed. She didn't look too different from how she had before, her cheeks a little more statuesque, her nose a little thinner, but on the whole her features weren't too different from how she was before, her golden eyes gazing pityingly down on them all.

"Transformation magic is easier the less modification you make," she explained. "Since the face of Esper Rosenflos would need to be worn often, it was in my best interests to make sure it was as cost-efficient as possible. It only needed to be different enough to fool those who knew me before."

"Before what?" Gray inquired. "Before you became this?"

"Before I started fighting the right war."

"Don't be so sure about that," Gray challenged. "Because you're not going to win this one. I'm going to kick your ass and make you tell me how to save Weiss, Happy, and everyone else!"

Esper shook her head sadly and reached a hand into her jacket. "In a fair fight, you just might. I'm only half demon, but Devil Slayer Magic will still have some effect on me. With one as powerful as you as its master, 'The Man who Conquered Winter', 'The Hellsbane', 'The Devil that Demons Fear'—

"When did I get those titles? Have I always had those titles? Better than 'Salamander' at least."

"—It is entirely plausible that you could defeat me even if I go all out, if conditions were equal," she confessed. She withdrew her hand from her jacket, revealing a small silver detonator. "But I have been dreading this confrontation since the Schnee Manor explosion. I would be a poor strategist if I did not set the conditions however I liked."

Her thumb pressed down on the detonator.

Gray's eyes widened, his insides erupting in agony. He collapsed to his knees, his palms smacking into the ground to keep him from falling over completely. Even still, his muscles spasmed as a stream of his own blood came rushing out of his mouth.

"Fullbuster!" Winter yelled, making to dash to his side. Unfortunately, Lucifer ignited onto the scene and blocked the Schnee's path, Eleanor's gun now aimed at her.

The Ice Mage would have loved to finally put that damned fire cat in its place, but he currently felt like someone had told Erza there was strawberry cake hidden in his stomach and the Fairy Queen had gone on a scavenger hunt for it.

"What's… happening…" he shouted, or tried to in-between vomiting up his own organs. "What did you do to me?!"

"Bane Particles," Esper answered succinctly. "Intelligence has gotten quite creative in using them over the last decade. While you were unconscious after the Schnee Manor bombing, I had you injected with a series of microscopic capsules, each containing a single particle." She raised up the detonator and tossed it away. "That simply sent them the signal to open up and release their payload into your bloodstream."

"The hospital…" Gray groaned, recalling exactly who had been watching over him then as well as the syringe she'd had when he'd awoken. "Ana…"

They'd been betrayed. No, that implied anyone had ever been on their side. They'd been trapped like rats in a maze, pieces in a game where all the players were killed off until it was just Esper Rosenflos vs. COMMAND ESR. And when both players were the same, it didn't matter what moves a piece made.

He'd known there was something up. He'd known there was a trap afoot and he'd still walked right into it. He'd thought he was clever or strong, but even if the steps hadn't all been as Esper had planned, he'd still danced to the same tune. And because of that, Weiss was on her way to Salem, gift wrapped in tissue paper with pink ribbons tied on top. Where apparently, Happy and maybe Natsu already were.

All that guilt, all that self-loathing, it filled him with plenty of anger, absolute fury really. And his fury was the wrath of hell.

Whether he could stand or not, whether he could win or not, it'd sure feel plenty good to show Esper Rosenflos exactly what that felt like.


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Ana.

She'd had Ana watch over Gray. She'd sent Ana to save Weiss.

Ana had betrayed her to COMMAND.

No, betrayed her to Esper.

Esper was COMMAND. Esper was one of Salem's Gates. Esper was the Winter Maiden. Esper, who'd been like a second mother to her, was behind everything.

"There's still time to rethink this," Esper called down, even as Gray vomited more and more blood. "Happy and Natsu were infected by Bane Particles when they came to us, and since then, the Queen has created a cure. Come to the Grimmlands and we can give it to you. A Devil Slayer can resist them longer than most, but they will kill you in time. No one here wants that. There has been enough death."

"Enough… death?" Winter ground out. She looked to her training, tried to suppress her raging emotions, but this was too much. Too much shock, too much betrayal, too much fury. "You stabbed Whitley! You murdered my mother! General Ironwood!"

A look of remorse, genuine remorse, crossed over the spymaster's face. The sight of it only made Winter's blood boil more.

"What happened to Whitley was improvisation on my part. But I made sure he was stabbed in a non-vital area and that I was on hand to keep him from bleeding out," Esper explained, as if that somehow made it better. "As for Willow, you have my sincerest apologies. She was never supposed to die."

"And the general? The man you called friend? The one you murdered and then paraded his corpse around like a puppet while you dragged his name through the mud?"

"James was my friend," she had the gall to declare. "And because he was my friend, I know that if it was for the good of Remnant, he would not hesitate to sacrifice anything, his life and reputation included. And what we are doing is for the good of Remnant, no matter how horrible it may be."

Winter could not contain the tears that flooded down her face. Whether they were of rage or sorrow she could not tell. "You told me, 'COMMAND ESR excels at manipulating perception'. You flattered yourself, perhaps not undeservedly. After all, I was foolish enough to think you actually did want the kingdoms to work together."

"Oh, that is the plan," Esper said. "The enemy of all mankind, human and faunus, is the Grimm. No one kingdom can fight them, not truly. At best, they might be able to hold them off, maintain the status quo, as Ozpin has. And in the process, hundreds of thousands will die, again and again, generation after generation. Only together do any of us have a chance at making real change, at destroying the Grimm once and for all."

"Destroy… that's nonsense!" Winter accused. "You mastermind treason and subvert democracy for such an asinine fantasy?!"

Esper shrugged. "The thing about democracy? Despite Ozpin's best intentions at the end of the Great War, it has done nothing but enabled oligarchy, stagnation, and decay across Remnant. If a hundred voices are charged with a decision, half of them will make it based off of fear. A kingdom of comforting mediocrity. A single voice, a single purpose, is necessary to bring true change. Monarchy and dictatorship can bring about horrible atrocities in the wrong hands, it is true, but half-measures will not destroy the Grimm. Humanity must be united and at least one kingdom must be wholly dedicated to the task for it to have even a chance of coming about, either through diplomacy or war."

"And for that, you put your faith in the master of the Grimm?"

"Master of the Grimm? Please, Winter, we've watched your career with great interest. We know your tactical skills are not this poor," Eleanor chided, drawing the Specialist's ire. "The Grimm do not eat, drink, or sleep. They do not tire, and they only get stronger with age. They are endless, unlimited, and only a select portion of humanity can be fielded against them. It's a miracle mankind has not fallen through sheer attrition alone. If such an army had any form of strategist at its head, the kingdoms would have fallen long ago."

Winter glared at the Special Agent. "I'm surprised one of your experience would go along with this scheme, Eleanor?"

"I don't see why. I've never made secret my love for this kingdom, or the measures I would go to in order to protect it."

"Not the dictatorship, you've always been a tyrannical bitch," Winter growled. "I'm just surprised you would go along with such an internationalist plot."

Eleanor smirked. "When the world is united, one of the kingdoms will need to be the leader for the rest to follow. Ensuring that Atlas is the best suited for the role is my duty."

"And damn anyone who gets in your way," Winter finished, tightening her grip on her swords.

"Try not to get anybody killed, and you'll end up getting everybody killed," Esper morosely proclaimed. "I do not do this with a clear conscience, Winter. What we have done is monstrous, I have no illusions about that, but it must be done. I've tried being the huntress in shining armor and it did nothing. Something must change, or humanity will be trapped fighting the Grimm forever. Or at least until they get lucky and we all die. It is a hard choice, but it must be made."

Winter gazed down at her blades. "I'm no stranger to hard choices. I've ordered retreats to abandon villages that could not be held, condemned hundreds to save thousands. Sometimes the ends justify the means. But construct an entire philosophy around such a tenant and—"

"—you will create an ideology of evil, excusing any sin under the rationalization of utilitarianism," Esper interrupted, shaking her head. "Trust me, Winter. I've already considered all these angles."

"Ah, my apologies. I suppose I should just cut to the chase," Winter said, lifting her head back to the sky, bloodshot, tearstained eyes glaring at the Council Chairwoman. "You murdered my father, you bitch!"

Eleanor cocked an eyebrow. "Really? You're mad about Jacques?"

"No, she's mad about James," Esper correctly deduced. "She means metaphorical father, not biological."

"Oh, shut up!"

Eleanor's eyes widened, the Special Agent twirling away as a ridge of pink ice erupted towards her last position, dispersing Lucifer in the process. Winter seized the opportunity and slammed her swords into the dirt, a summoning glyph spawning in front of her. Even still, she glanced back at Gray, surprised that the wizard had been able to speak, let alone attack the elder Tremaine.

She felt the chill of the cold before her eyes found him. He had made it to his feet, his chest bare and his guildmark visible. A murky, black tattoo covered the entirety of his right arm, across his flesh and over the side of his face, his formerly messy hair spiked upward. At his feet, sparse spindles of frost spread across the earthen field.

"Impressive," Esper complimented. "But even with that form, you're no demon. You'll only be at half strength, if that. The Bane Particles have spread throughout your bloodstream, killing you from the inside. In that state, you cannot beat me."

Another glob of blood trickled down from Gray's mouth, confirming the golden-eyed woman's words. Still, the Fairy Tail wizard set his mouth in a snarl and extended his right arm, a jagged blade of pink ice spawning from his wrist.

Winter expected him to go on the attack, but instead, he sliced a long gash into his own side. A river of blood flooded out of the wound before he pressed his hand into the open flesh. A web of frost dove into his veins and sealed the injury shut, his frozen sword taking on a darker, crimson hue.

Esper actually clapped at that display. "Magnificent! Risky, but magnificent! Freeze your own blood and as many of the Bane Particles in your system as you can. Of course, losing that much bodily fluid will make the gains only marginally more helpful than if you hadn't."

Gray narrowed his eyes. "Winter! Can you take care of the spy?"

Winter glared at Eleanor, Lucifer respawned beside her. The Schnee was substantially less worried about that than before as her summoning circle bore fruit. Her shining white Manticore Grimm rose from the blazing sigil and roared at the traitor.

"I've got it handled," she growled. "You take the demon."

"With pleasure," he shouted, a magic circle materializing before him. "Ice Devil's Zeroth Long Sword!"

Dozens of pink and scarlet ice blades shot out of the sigil and streaked for Esper. The Council Chairwoman merely sighed, a sapphire glow lighting up around her eyes. The power of the Winter Maiden surged through her and a cyclone tossed the bombardment off course, the few projectiles that still came close being slowed enough for her to easily dodge them.

"So be it," she muttered. She reached into her coat and withdrew three knives in each hand. A golden energy, different from the maiden's magic, slinked out of her eyes and attached itself to each of the daggers, their blades set alight with a shining glow. "I shall do my very best not to kill you, but I can make no promises."

Well, that wasn't encouraging. But there wasn't anything she could do about that at the moment. Even wounded as he was, Gray had a far better chance against a Gate than she did. Which meant she needed to trust him to handle himself, while she validated his trust in her by keeping Eleanor off him.

She couldn't say she wouldn't enjoy that task.

Her Manticore shot a fireball downrange, the Intelligence Agent leaping aside as the ethereal blast streaked right through Lucifer. Winter took the opportunity to jump atop her mount and charge.

Eleanor glared at her. "Lucifer, pounce!"

The ten-foot fire cat howled and stampeded towards Winter. The Specialist summoned a series of glyphs in midair and hopped into the sky just as the flaming beast collided with her mount. The Manticore roared in agony, but it was a creature that breathed fire. Lucifer's blaze could kill it, but it would take quite a while. More than enough time for Winter to take out its master.

She streaked through the sky towards Eleanor, her blades flickering around her to cut a volley of her foe's bullets out of the air. Her glyphs gave her one final speed burst and she glided towards her enemy. The Intelligence Agent scowled and pulled out a combat knife, using it and her firearm to meet Winter's swords.

The two women engaged in a furious close combat duel, dancing through the rocky landscape, each trying to play for an advantage. Eleanor backflipped over a boulder to gain some distance for her pistol, but Winter conjured a swarm of small Nevermores to push her off balance, charging in to score a solid slash to her opponent's chest, one that would have sliced her wide open had it not been for her aura. Yet, as soon as the strike landed, the Special Agent had already shot down the Nevermores and parried Winter's blades to the side with her knife. She took advantage of the brief opening and body checked the Schnee against the boulder, before hopping back and letting loose with her firearm.

Winter brought her blades in to deflect as much of the barrage as she could, taking the rest of the stings on her aura. She conjured several glyphs to her side and shot around to her opponent's flank. Her swords swept down as one and slammed into Eleanor's weapons. Normally, she was not a fighter than utilized brute strength, but her rather reasonable emotional turmoil had led to her form slipping just a bit. And when it sent her enemy skidding out of the canyon zone and into the lava area, who was she to complain?

She kept up the pressure and followed up her rage with a vicious combination of swift strikes. Eleanor backpedaled, unable to get the room she needed to bring up her pistol and forced to use it and her knife to parry the onslaught, her breath steadily becoming quick.

That was it, that was how Winter would gain victory. Skilled as Eleanor was, her form was perfect even by the Schnee's exacting standards, the key difference between the two women was unavoidable and perhaps a bit sad.

Eleanor Tremaine was old. Her grey hair was not unearned, she had served since before the Faunus Rights Revolution and apprenticed under Fria when she'd first joined Atlas Intelligence. Even with constant practice and use, even with aura, that time took its toll. The Special Agent's stamina had waned where her determination had not. Her skill and the sheer power of her semblance would enable her to overcome most foes nonetheless, but Winter was not most foes. She was the pride of the Specialist Corps, trained personally by General Ironwood and blessed with one of the most powerful and versatile semblances in history. Every technique that her enemy knew, she knew as well, and had a body several decades younger to execute them with.

Perhaps there was some tragedy to that, the inevitable march of time crippling such a dedicated soldier. But given everything said soldier had put Winter through and warped her daughters into, the Specialist Commander couldn't find it in herself to feel sympathy for the woman. In fact, she was fairly certain she was as unsympathetic as could be.

Thus, when she at last cornered the Special Agent at the edge of a raging magma river, she felt no remorse for thrusting straight for her eye. With the combat knife and gun forced to the side, she would either strike her enemy and possibly skewer her skull, or she would force her to dodge backward and be burned to death by lava.

If she had not been blinded by rage, perhaps she would have considered that there were more than two possible outcomes to the present scenario. Specifically, those created by the fact that lava glowed. And by extension of that glow, cast shadows.

A pair of machine pistols sprouted out of the darkness in the lower view of Winter's sight. Only the Specialist Commander's hard-earned combat instincts allowed her to react in time to abort her attack and jump away before the firearms unleashed a barrage of dust rounds.

She growled as Drizzella rose from the shadows (so much for guarding the bullhead), her twin machine pistols locked on her former team leader.

"Thank you, Drizzella," Eleanor said, catching her breath.

"Of course, ma'am," the scarred agent replied. To most, her face would be a mask of professional indifference, but Winter knew her better, or at least she had thought she had. If she wasn't manipulating her as she had before, then her former teammate was absolutely miserable.

"Surrender, Winter," Eleanor offered. "You cannot defeat us both. I have always admired your professionalism. Don't let grief over one man destroy all that such dedication could do for your kingdom."

A dying howl resonated through the area, signaling that Lucifer had finished off her Manticore and would rejoin its master soon. Even without the giant fire cat's presence, Winter was not so prideful as to say she was confident of her chances against the mother-daughter pair alone.

She glanced towards Drizzella, never lowering her blades, but hoping she could keep them focused on Eleanor soon. "Is this what you want to be, Drizzella? A traitor? A murderer?"

Drizzella sighed, averting her yellow eyes in shame. "You say that like I wasn't already. I've been a monster for a long time, old friend. If I turn back now, if I turn it all into a half-measure, if I don't do everything I can to make the better world it was all for, then everything I've done has been for nothing. Everyone I've killed died for nothing."

She looked back up; the glistening of tears visible in her eyes. "Please, Winter… don't make me destroy you."

The Specialist Commander tightened her grip on her swords. "Don't be so sure you'll get the chance. I've heard a great deal about the miraculous capabilities of Fairy Tail wizards."

"Miracles are a matter of fortune," Eleanor taunted. "Fortune favors the prepared. And no one is more prepared than COMMAND ESR."


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Gray did not have a good feeling about this battle.

Oh sure, he was full of rage and raring for a fight. Thanks to the ethernano spillage of the Winter Maiden, he had plenty of fuel to maintain his Full Demon mode. But what his enemy had noted about her little Bane Particle trick was one hundred percent accurate. His strategy of thinning his blood had reduced the infection somewhat, but it had also reduced his stamina. His opening attack had not been nearly as fast as it should have been. If he lost any more blood, he'd be a dead man walking.

But it was his only chance. His opponent was the Winter Maiden, and Weiss had told him of how the Fall Maiden had contended with Wendy when she was in Dragonforce. But even more than that, she was one of Salem's Gates. She wielded the Macro Curse and who knew what other powers. Not that she'd need much more, the Strauss siblings had not been secretive about how close they'd come to death against Seilah.

So why hadn't she used it already? She wanted to take them alive, so surely it would have been easier to just order them to stand down? Maybe he was immune as a Devil Slayer, he'd been resistant to Mard Geer's Memento Mori, but Winter had no such protection. Or was there something else shielding the Specialist from the demonic power? What was the difference between Winter now, and Weiss right after the manor bombing?

Suddenly, Esper shot towards him on jets of fire and his quandaries were pushed to the side. The power of the maiden blazed sapphire around her eyes and a pair of lightning bolts flashed towards him. Gray slammed his fist over his palm.

"Ice-Make Shield!"

A lotus of clear blue ice spawned before him, intercepting the lightning even as the frozen defense shattered to pieces. Esper closed in, ready to tear him apart, but he was not so sluggish as to let her bypass his defenses with such a simple opening strike. More frost poured over his palms as his follow-up spell went off.

"Ice-Make Wall!"

A towering prism sprouted up in the ruins of the shield, barring Esper's path to a direct assault. The Chairwoman flipped around in midair, slamming her feet into the ice wall. A growing white-hot glow informed Gray that she was not planning to go over it.

He dashed back just as the beam of flames tore through the wall, only for his eyes to widen as the six golden daggers were thrown in after. He scowled, bobbing and weaving through the shining steel as Esper charged with two new knives in hand, golden light washing over the blades from her eyes. Gray could tell it was magic, but it didn't feel the same as the maiden's power. In fact, it felt like Lucy's keys, the Eclipse Gate, and…

Ruby's eyes.

He spawned blade bracers over both his arms and met Esper's glowing daggers head on, only for a clout of blood to sputter out of his mouth as he mustered all the strength he could, his body crying out in protest at the overachieving action. His enemy only sent him a sympathetic look of pity.

"You won't last much longer," she reminded him. "Why don't you surrender?"

"Why don't you?" Gray growled. He expanded his arm blades, crafting a second pincer that would envelop Esper's daggers and enable him to trap them.

Unfortunately, that plan went to hell when he was slugged in the face by… Esper?

Six more Espers surrounded him, some carrying knives while others merely brandished their fists. He kicked himself internally. Her first volley of knives hadn't just been an attack, it was a maneuver to have him encircled by her blade clones!

They fell on him like a pack of hungry Vulcans, their knives digging into his aura while each punch felt like getting smacked by a truck. He didn't know if the copies had aura of their own, but clearly Esper's natural strength was immense even compared to the foes he'd faced in the past. He pulled in his arms, shielding his vital areas from direct assault as the onslaught continued.

But it also allowed him to get closer to the ground.

He smacked his hands into the dirt of the canyon, a magic circle blossoming beneath his feet. "Ice Devil's Zeroth Impalement Hell!"

The original Esper leapt back, but her clones were not so lucky. From underneath them, the chill of hell seeped through and a forest of pink ice spears as thick as tree trunks surged upward. The demonic lances torn through the clones' chests. Based on the one he'd already destroyed, they couldn't take too much punishment before they dispersed, so this would be more than enough to revert them to their original forms—

Each of the bodies flashed, the daggers visible within the light. Unfortunately, the light was the glow of six golden explosions.

They were too close. Gray didn't have the time to throw up a defense. All he could do was brace himself and tank the blasts. The Ice Wizard was sent flying, ricocheting off his own ice spires until he crashed into the rocky floor. He struggled to his feet, only to see Esper leapfrogging from stake to stake, her twin knives aglow with more golden light.

"Golden Spirit Twin Twilight Slash!"

Her hands were a blur and the shining blades extended farther than the daggers' steel ever could. But they certainly felt like real swords when they carved a cross-shaped gash deep in Gray's chest, his aura crumpling to nothing as blood poured out of the wound. He pressed his hands and plugged the injury with ice, but he could already feel his limited strength fading. Despite his best efforts, he fell to one knee.

"I thought… they didn't… have magic," he stuttered out, trying to reclaim his breath.

"They don't," Esper clarified, stalking up to him. "But they are still weapons, which means my magic can be imbued into them. Enough for a wail, or other purposes."

"Spirit Slayer," Gray deduced, glancing up at his enemy. "Now, I'll admit my head's more than a little fuzzy right now, but your eyes don't look silver."

"Was every Dragon Slayer trained by a dragon?" she replied. "Why should their magic be the only kind with multiple generations?"

"Multiple generations?"

Well, terrifying implications aside, that was an interesting concept. Between Laxus, Sting and Rogue, and then Diabolos, there were five generations of dragon slayer magics. Yet, for God Slayers, Devil Slayers, and most other magics, he'd only ever heard of one each. It'd be quite the conversation to have with Gramps. You know, if he wasn't fifteen minutes away from dying a horrible, painful death.

Gray would talk tough all day, but he wasn't Natsu. He knew when he was outgunned. He was confident he could have taken Esper at his best, but she'd known that as well and ensured he wasn't. She'd rigged the game before it began. Normally, he'd do the smart thing in such a situation and perform a strategic retreat to fight another day, but that would be quite difficult when he could barely stand. Even if by some miracle he was able to make it to one of the airships, he had no idea how to fly one.

If he was going down, he was going down swinging. But privately, he was really hoping for that miracle.

Suddenly, the coliseum's glass ceiling shattered. Esper glanced upward to see what had occurred. Gray was sorely tempted to do so as well, but he knew he couldn't afford to pass up such a chance. An Ice-Make Lance burst from his hands and tore towards the councilwoman. She was enough of an experienced combatant not to have taken her eyes completely off him, so she was able to dodge. Still, it provided him with some much-needed distance as she fell back further into the canyon area. Only then did Gray look to the sky.

He had no idea who the flying robot redhead was but considering she was carrying Weiss down through the air, he was counting her as a friend. Weiss nodded to the girl and leapt down from her arms, several levels of glyphs cushioning her descent, one particularly prominent one following behind her. The winged girl flew off towards the volcanic zone, probably to help Winter.

Meanwhile, Weiss landed atop the canyon zone, an Arma Gigas slamming down behind her, cracking the rocky surface. The Ice God Slayer rose to her full height, her crystal blue eyes locked onto Esper.

Gray smirked. Who needed miracles? He had family.


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"Weiss? It's good to see you," Esper greeted. "Though, I confess, it is quite unexpected."

Weiss glared at the Council Chairwoman. It was her. Though her face was a bit different, a bit more familiar, the woman before her was definitely Esper Rosenflos. And the Intelligence uniform she wore confirmed the young huntress' theory.

"COMMAND ESR," she said, her voice purposely even and controlled. "Well, you look better without the mask, but I can't say much for the personality."

Esper shot her a sad smile and bowed her head. "I apologize for the deception. I had hoped to bring you into the fold before any of it became necessary. But alas, I failed you in that regard."

"How unprofessional of you," Weiss mocked. Her eyes flickered over to where Gray was struggling to rise from his knees. Her mentor was in his Full Demon form and still looked like he'd been put through a meat grinder, while Esper appeared right as rain. If the head of Intelligence was strong enough to batter her teacher so badly, the God Slayer didn't like her own chances, even with her Arma Gigas. She needed to stall, keep her enemy talking until Gray was able to catch his breath or Penny finished aiding Winter against the Tremaines. "If you'd been a bit more competent, maybe you wouldn't have had to make me stab my own brother."

"I can only apologize that it had to be done," Esper said, actually sounding sincere. It made Weiss' blood boil, to hear empathy from such a butcher. "Rest assured, Whitley will wake soon, and regardless of your choices here, will be welcome in the new era."

"How comforting. Maybe if you'd been able to keep your pet mad scientist in line, he could enjoy it with mother."

Esper raised an eyebrow. "Arthur has clearly been talking too much."

"In between murdering Penny's father and raising the dead. For such a bastard, he's quite the busy man," Weiss sneered. She glanced over to Gray, who looked up to meet her eyes. Why hadn't he recovered yet?

"I can't claim to be fond of anything but his work ethic," Esper replied. "He overstepped himself activating the failsafe."

"The failsafe. The one you designed. Designed not to hurt my mother, so that's a point in your favor I suppose," Weiss said, before snarling at the councilwoman. "And yet, I can't help but notice that in both your plan and the good doctor's, Klein was still the carrier."

"Weiss…"

"Now there are three possible ways such a plan could have gone," she pushed forward. "Either you had always intended for him to get caught in the blast, you intended to keep him as a slave under Macro forever… or you would have killed him yourself to tie up loose ends. You couldn't risk him spilling what he knew, after all."

Esper glanced away.

"Well?" Weiss demanded. "Am I wrong?"

"No," she confirmed. "I took no joy in the act. But one person's life in the face of millions… it was a necessary sacrifice."

"Easy to say when you give up nothing."

"I gave up everything," Esper forlornly mused. "And it did nothing."

Gray suddenly heaved over, a glob of blood flooding out of his lips. Weiss' eyes widened. He definitely was worse off than she'd thought.

"He's infected with Bane Particles. Stalling will not help him," Esper revealed.

Weiss snarled. Her efforts had been seen through.

"There is no need for us to fight," Esper said. "You and Gray can come with me to the Grimmlands. He can be cured, and the Queen will open both of your eyes."

Weiss' grip on Myrtenaster clenched. "You manipulated me, my sister, and my friends, used me to hurt my family. Your schemes killed my mother, the man who raised me, and my friend's father. No need for us to fight?" Her Arma Gigas raised its titanic broadsword. She slammed the pommel of her rapier to her palm, black frost shimmering over her hands. "I disagree."

She didn't know how it happened, she never did, but suddenly her prison uniform was flying away, distinctly off her body. For the first time since she'd returned to Remnant, only her undergarments remained, the rest of her flesh exposed to the open air, to the cold. To her power.

"Ice God Jotunheim!"

She slammed her blade into the ground and black ice erupted over the canyon, cracking the earth into hunks of rock and boulders as it coated everything in sight. Esper's feet were frozen over, her body trapped in place. Weiss readied another spell but her Arma Gigas was already charging. With any luck, it'd cleave the spymaster's head from her shoulders in a single strike—

Esper's knife flicked out, a golden glow shrouding the steel. As it passed through its arc, the dagger's blade shot out into a yards long shining lance. The blazing pike shredded through the Arma Gigas' armor as if it were wet paper, before instantly returning to its original size. The towering figure sunk to its knees and faded away into blue sparks.

"Grimm, Weiss? Really?" Esper shook her head, casually extending her daggers once more and freeing her feet from the black ice. "Against a Spirit Slayer?"

Spirit Slayer? She didn't have silver eyes!

Weiss snarled. She conjured a time dilation glyph beneath her feet and a line of normal sigils spread throughout the air. She spawned an ice nail and stomped it into her kingdom.

"Ice God Gleipnir!"

A mass of thick frozen chains spawned from her hands, the end melting into one existence with the nail. Then, she rocketed forward across her glyphs, a black and white blur as she shot through the air, spawning spire after spire of ice and attaching a link of the binding to each. Before long, she'd crafted an intricate web of divine darkness, Esper unable to move in any direction but straight up without getting trapped in her grip. Honestly, it was a tad surprising she was able to scourge up the ethernano for such a maneuver so easily. The only other time she'd had access to such power was at… Beacon Tower.

Esper's eyes lit up with a sapphire glow and Weiss realized exactly what the overflowing ethernano coming from the councilwoman was.

The Maiden flicked her hands and a typhoon roared around her. Weiss and her chains were blown back as her enemy rose over her trap. Once she had enough height, the spymaster conjured jets of fire under her feet and soared after the Ice God Slayer. She reached within her coat and withdrew six daggers, golden light seeping out of her eyes and coating each blade. She threw them all towards Weiss, six clones diving for the white-haired girl.

Weiss twirled in midair, using her glyphs to maneuver amidst the clones. She couldn't match a maiden in aerial combat, their elemental arsenal was too diverse, but she didn't sense such limitless power pouring out of the copies. She could use her semblance to defeat the clones and then get back to the ground to handle the original.

"Wait!" Gray gargled, only to keel over as soon as the words left his lips, a gush of blood following. "They… ex…"

Weiss presumed the last part of that word was 'explode'. Unfortunately, she only came to that conclusion after she slashed one down the middle and it promptly did so, a flash of golden light smacking her to the ground.

The five remaining clones landed in a semicircle a ways off from her, their mistress arriving at the peak, her feet firm on the ground. Esper shook her head, as if she was dealing with an unruly child instead of someone trying to smash her skull in.

So why hadn't she ended it? If she really had no desire to fight, why hadn't she used Macro to paralyze her opponent already? Weiss still remembered the feeling of the curse controlling her body back at the Manor, her muscles leaving the command of her mind as she was turned into a puppet on strings she couldn't see. If Esper did that again, she would have no way to counter it. The only reason she wouldn't was if she couldn't. So why… oh.

"Aura," she muttered, staggering to her feet. "At the mansion, my aura was broken, and you played me like a fiddle. But here, you won't even pick up your bow."

Esper shrugged. "Macro is a powerful curse, but it has but one weakness. It can command any body, corpse, or object, but it cannot touch the soul. Or its energy."

"I imagine that must be vexing."

"On the contrary, I find it quite comforting," she revealed. "I can order people all I want, but in the end, their hearts will be with me by their own choice."

Weiss' eyes narrowed. "How cute. In that case, my choice is to send you to hell!"

She opened her mouth, a rush of cold gathering in her maw.

Esper cocked an eyebrow. She took a step off the ice and onto the rocky ground, her clones closing around her. All of their eyes began to shine a brilliant gold, the energy slinking down to their teeth. "Don't be foolish, Weiss. You cannot defeat me alone."

"Who said she was alone?"

Weiss felt the surge of frost arrive next to her and grinned. She turned to her side and found Gray, bloody and beaten, but standing tall, magic culminating together within his jaws. The two of them shared a nod and turned back to their foe. Back to back, skin to skin, they unleashed their wrath.

"Ice God Bellow!"

"Ice Devil Rage!"

"Golden Spirit Wail!"

Two waves erupted across the arena. One, a massive torrent of golden light, blinding to even glimpse. The other, a drilling spiral of black and pink ice, churning about itself as the very air froze in its wake. The two beams clashed, a thunderous crack echoing throughout the coliseum.

If one viewed the situation from a logical perspective, the ice should have lost the clash. The golden wave was formed by six warriors after all, while the frigid blast only had two, even if they could provide more power than most of the light's constituents. However, those who viewed it as such would miss a very crucial detail.

Esper, her clones, their power was added together, stacked atop each other one by one. But for Weiss and Gray, for student and teacher, for two wizards who knew each other's hearts, who understood their family down to their very souls and would do anything to protect them…

"Magic Fusion: Unison Raid!"

… that power could be multiplied.

The twin breaths of ice rammed straight through the golden light, splintering the shine all over the arena as it barreled across the canyon, blinding all for a brief moment.

When she could see again, Weiss observed the aftermath of their assault. Most of the canyon area had been completely frozen over, the winter hellscape even spreading into the lava zone and freezing several magma rivers solid. Esper was nowhere in sight.

Weiss grinned. "We did it!"

"No," Gray said, suddenly collapsing. Weiss moved to support him, catching him under his arm before he could fall to his knees. "The maiden power… I can still sense it."

Weiss' eyes widened, but as soon as she threw out her own magic senses without being blinded by hope, she found her mentor to be correct. Despite the councilwoman's seeming disappearance, the overflowing font of the Winter Maiden's power was still there, flooding the air with ethernano. But then where was their enemy—

Her eyes locked onto where she had stood before the beam clash. Beneath the layer of ice that had been cast over the area in the wake of the Unison Raid, there was a sizable hole in the rocky ground.

Weiss' gaze shot downward just in time to see the ground beneath her feet, rock and black ice, splinter into dust. Esper shot out of the hole just as the white-haired huntress started to fall into it, held up only by a last-second glyph, Gray tumbling beside her. Not that it mattered, as the spymaster was far too close to counter, two more golden blades ready to strike.

What happened after was a blur. A blur of shining daggers slicing over and over, too fast to counter, and strong enough that each strike felt like she was being cut in half. Weiss tried to fight back, tried move Myrtenaster into her enemy's path to at least buy a second of breath, but even when she was quick enough to get her rapier in her foe's path it was not enough. The blade was too light. One knife battered it aside while the second came in to strike in the same instant.

'Keep your aura up,' Weiss desperately thought to herself. 'Keep your aura up, or she'll take you. Keep your aura up.'

Alas, despite her chant, she could feel the energy of her soul leaking away with each blow. If the onslaught kept up much longer, she would crumble. And then she'd be Esper's doll once more, her puppet to have dance however she liked.

No. No, no, no, no, no! She would not be controlled! She would not be this witch's plaything, her or Salem!

Just as she once had against Juvia, she let out a feral scream, and her magic that could sunder heaven answered her call.

Spikes and spires of pitch-black ice burst out around her, pure magic power rather than any properly constructed spell. Esper's eyes widened for a moment at the sight of them, but she was able to dance back out of range before she was struck.

Weiss sank to her knees, body exhausted, magic depleted, but aura intact. Her freedom, intact.

And if she wanted to keep it that way, she needed time to regain her breath. Esper seemed more interested in convincing them to stand down than fighting. So why not give her more reasons to talk?

"The Unison Raid," Weiss muttered. "The hole?"

Esper flashed her a prideful smirk, the kind Ruby would show after one of her plans came together, either by design or chance. "What you cannot absorb, you deflect or, in this case, dodge. I am the Gate of the Maiden. I did not choose the canyon field by accident."

"Maiden?" Weiss murmured before her eyes widened. "Virgo!"

"Precisely. Her essence flows through me as surely as Macro does," Esper revealed. Right after, she let out a tired sigh. "Don't think I can't tell what you're doing, getting me talking like this. But I'll take any opportunity to convince you to stop this ridiculous farce. What is it that you actually hope to accomplish here?"

"Beating you to a bloody pulp sounds like a good place to start."

"And then what? Assuming that by some miracle you can defeat me and my allies here, what will happen? I've already selected a suitable successor for the Winter Maiden, so if I die, I just respawn in Hell's Core, having lost nothing. What little time advantage you'll have before I return will be hampered by the news that the accused terrorist and the Specialist Commander who was Ironwood's protégé went against the beloved Council Chairwoman and killed the two Intelligence Agents who saved her during the recent coup attempt." Esper glanced over to where Gray was lumbering to his knees, another clot of blood spilling out of his mouth. "And most importantly, your guildmate will be dead."

Weiss flinched at that last point, her gaze locked on Gray's struggling form. But before her spirit could waver, he met her eyes with his own and shook his head. It prompted a proud smirk on her own face.

"We'll figure something out," she proclaimed. "Once upon a time, I would have needed to know every detail of every step of a plan. I thought that I couldn't trust others, that I was the only one qualified to make designs in the world. But that was childish. I've learned since then, grown from that scared little girl. I don't need to know how I'm going to fight, not as long as I know what I'm fighting for! I have faith in my guildmates and in myself! No matter how much you beat us down, we will find a way to kick your ass, just like Fairy Tail always does!"

Surprisingly, a small smile blossomed across Esper's face. "There it is. That fiery spark of hope, untempered and unquenchable. To draw strength and will from hope is undoubtedly mankind's greatest attribute, one that Fairy Tail excels in to the utmost. It is a beautiful thing, capable of shattering the boundaries of what some might call impossible."

The smile fell, replaced by a resigned expression of melancholy. "But some things are impossible. And that same hope will never acknowledge that fact, sending simple souls and all who'd follow them to their deaths again and again. To prevent such a tragedy, to truly challenge the way of the world, one must be able to understand where their previous approach was flawed. Their faith, their hope, must be tempered by despair. Years ago, the Queen educated me on the subject. Allow me to perform the same service for you."

"You can try," Weiss challenged.

Esper sighed. "Macro."

Weiss' eyes widened. Had she been wrong? Had her enemy lied to her? Was aura not a barrier to the curse? She twisted her arm, just to see if she still could. When the limb responded to her command, she breathed a sigh of relief.

It was premature.

"Release restraint," Esper declared, a hum of power layering her voice as her body began to glow. "Eclipse Etherious Form."


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Fighting the Tremaines two against one had not been fun. With the glow of the lava casting plenty of shadows for Drizzella to sneak in and out of, and her presence giving Eleanor time to recover her stamina, Winter had fallen onto the back foot of the battle. She bobbed and weaved through her glyphs, dodging bullets and Lucifer in equal measure, working to get an opening to summon something and even up the odds. Alas, she was up against two veteran huntresses, both of whom had studied her and one of whom knew her style intimately. They knew not to give her any time to react and bit by bit she was worn down.

Then the ceiling of Amity had shattered, and Weiss arrived with some very impressive backup. Her sister had gone to help her guildmate, but her ally had flown to assist Winter.

Fighting the Tremaines two against two when her partner was an overly chipper war machine? Now, that was quite fun.

"Penny Polendina, stand down!" Eleanor commanded, jumping back as another laser blast nearly sheared her head off. Lucifer lunged for the robot girl, but she jetted to the ground and wrenched her blades through the volcanic ground, tearing enough ash and dirt that the fire beast had to retreat for fear of being smothered. "You are attacking Atlas government personal!"

"My father informed me that the Atlas government was compromised, Special Agent Tremaine," Penny replied, a hard edge to her pleasant voice. "Since you are aiding one registering curse energy, I can only assume—"

Her voice paused as a shockwave ripped across the arena, the entire coliseum shuddering in its wake. For a moment, all the combatants froze, even Eleanor and Drizzella looking towards the wizards' duel as a hurricane began to form.

"Well," Eleanor frowned. "Even if you two wish to continue this fight, I recommend we vacate the area. Otherwise, we won't be alive to squabble."

Winter cocked an eyebrow at that statement, but a sinking pit began to form in her stomach when she saw Drizzella's face pale and her entire form sink into shadows. Eleanor herself dashed away immediately afterward, and that could only mean trouble.

"Penny," she muttered. "What's happening?"

"Magical energy levels rising. Curse energy levels rising. Density of power is…" the robot girl's eyes widened. She snatched Winter up in her arms and flew off into the air.

The Specialist might have inquired what she was doing if she hadn't then been buffeted by a gale-force wind. Her eyes shot towards the source and her voice caught in her throat.

It was Esper, or at least she thought it was. The demure but deadly huntress had been replaced by a woman with dark, craggy skin covered in intricate black tattoos, her Intelligence uniform split down the front and serving as a cape rather than a jacket. A pair of golden horns stuck out from the top of her head, while an extra pair of arms protruded from midway down her chest, well-toned with shackles linked with broken chains around each wrist. She rose into the heavens as a furious typhoon roared around her, the maiden's sapphire glow surrounding her eyelids. And when she opened her eyes, their golden shine was pure yellow, piercing through the racing air like demonic searchlights.

Gigantic chunks of broken rock floated into the sky around her, either from the wind or at the command of her Macro, circling around the hellish spirit. Yellow light leaked from her solid eyes and coated each of the boulders, the ground's offering to the fallen angel it was bound to obey.

If not for Penny's action, Winter would have stayed still and gawked, unable to tear her eyes away from the sheer power in front of her. Fortunately, the robot girl was able to keep her wits about her and flew the both of them down to Weiss and Gray.

Both ice wizards were near-naked, on their knees, and covered in wounds, bruises and welts for Weiss and a myriad of lacerations for Gray. A dribble of blood coated the Devil's Slayers chin, his black markings slowly receding up his arm.

Winter and Penny landed and the Specialist rushed to her sister's side, gripping her shoulder and tugging her to her feet.

"Please tell me you backed her into a corner and forced her to do…" Winter glanced fearfully up at what her old mentor had become, "… that."

Weiss gulped. "We haven't put a scratch on her."

Up above, over the howling of the wind and the specter of the golden boulder storm orbiting at the ready, a soft chuckle somehow reached their ears.

"Now, do you understand?" Esper called, her voice tinged with an echoing timbre. "This is the power of a Gate of the Queen. The power necessary to put an end to our true enemies. The power that can be yours, Weiss. Yours and all mankind's."

She smiled like a guardian angel and reached down with the two hands on one side as if to pull them up to heaven. "All you need do is come. Come with me, and we shall change the world to paradise."

"Ice-Make Silver."

Winter felt like the entire left side of her body suddenly got frostbite through her aura. At the same time, an utterly gargantuan glacier materialized and completely covered Esper and her boulder storm. Both Schnee sisters whirled around to Gray, frost fading from his fingers as his demonic tattoo faded completely.

"Run," he whispered, swaying on his knees.

The ice user slammed into the ground; eyes closed. Weiss made to rush to his side, but Penny got there first, scooping up the unconscious wizard into her arms.

"We need to go," Penny commanded. "This enemy is beyond any of us."

A pair of lightning bolts crashed down and obliterated the top half of the glacier, the tornado completely unencumbered by the ice prison. Winter couldn't help but think Penny understated the danger they were in.

The group whirled around and made a break for the nearest exit, Penny unleashing a pair of lasers to melt through the steel door. Winter and Weiss both conjured glyphs beneath all three huntresses, accelerating them all as fast as humanly possible. They needed it, as they only just reached the tunnel to freedom when the glacier behind them exploded, gigantic chunks of ice and golden rock crashing down around them. Explosions echoed throughout Amity, all cold burned away as an inferno closed in on them from behind, a four-armed, golden-eyed demon at its head.

By some miracle, perhaps the storm of rubble had impeded Esper's progress, they made it outside, though the raging hurricane winds confirmed them were far from out of danger. The clouds rumbled with electric wrath, ready to be unleashed at their mistress' command.

Penny led them into one of the docked bullheads and strapped Gray down in the passenger's seat before hopping into the pilot's chair and flicking through several system startups.

"Can you fly a bullhead?" Weiss asked.

"I am programmed to be able to pilot any Atlas craft," Penny assured her. The airship's engine hummed, but Winter couldn't rid herself of the pit in her stomach. There was a very large difference between being programmed to fly a bullhead and being able to fly it through a maiden's wrath. And that was assuming they got the ship in the air…

Winter immediately realized they wouldn't. She heard the rush of flames bursting out of the coliseum before she turned to see Esper flying over the dockyard, her face displeased but calm as she rocketed towards them. The Gate began to raise her right hands.

Lightning to shoot them down, Macro to command the ship, or perhaps some other magic or curse she'd pull out of her ass, it didn't matter. If Esper raised her hand, if she was given a moment to concentrate, they were lost. They would never escape.

At least, not all of them.

She pulled Weiss into a tight embrace, her little sister letting out a short squeak of shock. It wasn't surprising. Winter had always loved her siblings, but she'd never been particularly good at being their elder. Always off doing her duty, always so short on praise, always trying to clamp down on her emotions so that she could perform as a huntress should. Always unsure what to say to help them carve their own path without making them vulnerable to how harsh the world could be. Now, she knew what she wanted to say, knew a million things she wanted to say… and had not near the time to say any of them.

So, she settled for what she should have said more often.

"I love you, little sister."

"What? Winter—" Weiss' eyes widened. "Winter, no!"

The Specialist Commander shoved her sibling deeper into the ship, a gravity glyph she'd set up during the hug sticking her there for a crucial few seconds. Winter turned and, with every speed glyph she could muster, blasted out of the ship. She streaked through the sky and slammed into Esper, her twin swords smashing into her former teacher's hands and swatting them low.

She'd like to have been able to say it was an epic duel, the lone heroic huntress going blow for blow with the vile demon for hours on end, the shattered moon bearing witness to their clash for seven days and seven nights. Alas, such stories were fit only for fables.

In only a few blows, Esper had sent her tumbling across the dockyard, her aura shattered to pieces. She made to rise again, unwilling to let such an insignificant detail prevent her from protecting her sister, but the Gate froze her with a stare.

"Stop," she ordered, the eminence of her curse filling her voice.

Just like that, Winter's muscles froze up, her body unable to resist the monster's command.

But her efforts had not been in vain. She had not done any significant damage, but her tenacity, like a fly endlessly circling a great cat, had distracted her foe for the crucial time she'd needed. The bullhead had used the duration of her efforts to take off and soar away, dodging and dancing through gale-force winds and crashing thunder until they were out of their enemy's range.

Esper watched the craft make for the horizon and sighed. The maiden's power faded from her eyes and her body reverted to its normal, two-handed form. She glanced at Winter and shook her head. "Winter, your magnificence is a joy to behold, yet singularly frustrating."

Unsure if she had just been complimented or insulted, the eldest Schnee merely snarled at her. For all that the spymaster had deceived and manipulated her, for all she had sunk her claws into her brother, she would never lay a finger on her sister. Not as long as Winter lived.


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"Go back! We have to go back!"

Penny's hands tightened on the controls, making no motion to do so. "We cannot."

"We have to!" Weiss shouted, finally breaking free of the gravity glyph and rounding on her friend. "We can't just leave her! I won't leave her!"

"If Madam Rosenflos meant to kill us, she would have done so immediately upon entering her Etherious form," Penny pointed out. "She will take Commander Schnee alive."

Inwardly, Weiss shuddered, the memory of that form, that… monster, filling her memory. The sheer power Esper had put out, it had been more massive than anything she'd ever felt before, more than Erza, more than Master Makarov, even more than Kyoka. Only Sitara compared, and she'd never seen her do something that terrifying.

That was a Gate. That was what one of Salem's elites was capable of, so incomprehensibly powerful that a maiden's limitless magic was but a mere portion of their strength.

Still, as much as her mind was screaming at her to listen to Penny and just run while they still could, like she should have done the night Gray had met up with her at the gala, she found herself hesitating. Maybe it was her pride, maybe it was the Fairy Tail spirit imbued in her to never leave anyone behind no matter how powerful the enemy…

And maybe it was because Esper's schemes had taken her mother, her butler, her kingdom, and reputation, and she refused to lose her big sister too.

"Go back," she repeated, running completely on emotion as tears flooded down her face. "Go back now."

Penny remained firm. When Weiss opened her mouth to demand again, the robot girl pointed to Gray in the opposite seat.

"He has been infected with Bane Particles," she reminded her. "My scanners indicate that he has decreased his blood content to dangerously low levels to thin their density. If he does not receive a transfusion soon, he will die."

"What?" Weiss gasped. "How… how do we save him? We can't stop at a hospital, Esper is bound to be after us!"

"This ship should be equipped with an emergency medical kit. It will be dangerous, but my father programmed me for all combat eventualities, including medical procedures," Penny revealed, though she cringed right after. "Unfortunately, I do not possess blood to donate."

Weiss clenched her fists. "I don't know if my blood type is a match."

"It's all we have. He'll die if it's wrong, but he'll die for sure if we don't try."

And if she was discombobulated from giving blood, there was no way she'd be able to return to save Winter. She had to choose between trying to save her sister or her teacher. One or the other, and she knew exactly which one her sister would demand she choose.

She lugged Gray over her shoulder. She set him on the floor of the bullhead and began rifling through the ship's compartment for the med kit. Before long, she found it and opened the red and white crate, pulling out the various plastic tubes and syringes that she guessed would be needed for the procedure.

"I need to give the autopilot a heading before I step away," Penny said. "Where can we go?"

"Vale," Weiss replied, brushing a wave of tears from her eyes. "Patch. Set a course for Patch."

It was their only chance. All of Atlas would be after their heads. With the CCT down, Vale wouldn't know about their criminal status for quite a while. Hell, given their current temperamental relations with Atlas, they might not even care when they did.

But also, Patch was where her team was, her guildmates. It was where she should have gone months ago. But Esper had known exactly how to draw her in and because of her ambition, her blood family were dead, captured, or thought she was a terrorist, and her kingdom was in the hands of an agent of Salem.

The ship stabilized and Penny walked over to begin the transfusion. Meanwhile, dark thoughts swirled through Weiss' mind, thoughts that should never have touched the heart of a Fairy Tail wizard. And yet, kneeling over Gray's barely breathing body, she could see no other course, no other way to grant justice to all those she had failed.

"I'll kill her," she whimpered through her sobs, Penny kneeling beside her. "I'll kill her."


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"Breaking News! Terrorist Escapes! Treachery Uncovered! Chairwoman Rosenflos saves the kingdom!"

"After surviving a coup attempt by General Ironwood and the Specialist Corps and assuming emergency powers just days ago, Council Chairwoman Esper Rosenflos began a unified manhunt for arch-traitor Gretel Rainart, also known as COMMAND ESR, former head of Atlas Intelligence. After discovering that the villain's next scheme was to free the accused terrorist Weiss Schnee from Glacial Cliffs Military Prison, Madam Rosenflos immediately acted with loyal Intelligence Agents Eleanor and Drizzella Tremaine, the former now head of the agency, to put a stop to the deadly scheme. However, there was still more treachery to come, as Winter Schnee, former commander of the Specialist Corps and protégé of James Ironwood, forsook her uniform to assist in her sister's jailbreak."

"But no amount of treachery and deceit could defeat true Atlesian grit and ingenuity! After a long and brutal clash, Madam Rosenflos emerged victorious, capturing Winter Schnee and executing Rainart. Weiss Schnee escaped however, with the aid of traitorous Intelligence Agent Gray Fullbuster and a military android stolen from Dr. Pietro Polendina's laboratory after his murder. All citizens are implored to contact authorities with any information on their whereabouts."

"As the murderer is still at large, Madam Rosenflos has deemed it necessary to maintain emergency powers for the safety of the kingdom. The emergency elections to fill the vacant council seats shall be held this week, as well as the unveiling of Madam Rosenflos' new amendments to ensure the continued protection of all citizens and a safe and secure society..."


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Robyn once thought the day she would be publicly invited to the Pearl Office would be the proudest day of her life. But with the recent events that had torn through the kingdom, she found herself filled with trepidation, the shining opinion she had once held for the office's holder now tinged with doubt.

As the Atlesian Knight guarding the entrance opened the door, she heard a pair of voices, one familiar and one young, chatting amiably, though the subject matter seemed far from casual.

"Things have gone over well with the board," the younger one said. "Thanks to your assistance, I have taken my rightful place."

"You took it on your own," the familiar voice, Esper, commented. "You've been through far more than anyone should ever have to, Whitley and you've come out a great man. I am… truly sorry, for my part in putting you in harm's way."

The boy, Whitley, waved her off. "It's not your fault. How could you have known that Weiss was such a King Taijitu? I didn't even think she'd go that far. But I have no illusions that I would have had even a chance of surviving that day if it weren't for you, Madam Citizen. Atlas is changing, for the better. And I promise you, the SDC will support your reign one hundred percent."

Esper flashed her old assistant a smile, though it was tinged with more melancholy than the leader of the Happy Huntresses was used to seeing from her. She placed a comforting hand on his shoulder. "Thank you, my boy. I promise, I will do everything in my power to live up to that faith."

"I know you will," the Schnee boy smiled, snatching up a cookie from his old boss' desk and chomping a chunk off. "But perhaps we shouldn't keep Ms. Hill waiting?"

"Huh?" Esper's eyes widened and she turned to smile. "Robyn! I'm so sorry, I didn't expect this meeting to run long."

"It's fine," Robyn said. "I suppose the Queen of Atlas is allowed to be waited on."

Esper sighed. "Just the First Citizen. That's all the vote was for."

Robyn frowned. "I've read the amendments to the constitution. If it looks like a monarch, acts like a monarch, and wields the power of a monarch, I call it like it is."

Esper shook her head. "After everything that's happened over the last few months, can you really say having the military be completely subordinate to civilian authority is a bad idea?"

"I'd prefer having it be subordinate to elected authority."

"I was elected. The people cast their votes and made me First Citizen for life. Just as they may cast their votes to put you on the council next week."

"A council that's now confined to legislative duties," Robyn pointed out. "Which you still get the final say on. That's not very democratic."

Whitley scoffed, taking another bite out of his cookie. "The people spent months nearly starving to death because of democracy. Why anyone would be attached to such a flawed political system, forced on the other kingdoms by Vale at the end of the Great War, is beyond me."

"It's done pretty well over the last few decades," Robyn snipped, only kept from nicknaming the kid out of empathy for what he'd recently gone through.

"Yes, the Treaty of Vytal has done quite well," Whitley sneered. "At making Vacuo a corrupt hive of scum and villainy, Mistral the same thing but racist and with a better paint job, Vale a bunch of complacent isolationists, and enabling Atlas and Mantle to gain the largest wealth disparity on the planet."

Robyn scowled, but could only sigh at the boy's points. "It's not perfect. But it's better than dictatorship."

"In certain aspects, you are correct," Esper conceded, her friendly smile never falling from her lips. "But not in others. A democratic system is, even at the best of times, a liability to a swift response. With the Grimm, that is already a grievous weakness, but in our current time of crisis, it is one we cannot afford if we hope to do any good for our people. Which is actually what I wanted to speak with you about."

Robyn rolled her eyes. "Let me guess. You want me to not make any noise and not run for the council."

"Half right. I can't have you running for the council if you're going to be my governor of Mantle, but I'd prefer if you made a great deal of noise in the role."

The huntress' brain staggered to a halt. "What?"

Esper chuckled. "I have big plans to help this kingdom, but I have no illusions about the demands of my role. As First Citizen, I have to focus on big picture matters, and in the big picture, good people can sometimes fall through the cracks. And since Mantle has been left one huge gaping crack even before James' embargo, a great many people are vulnerable. But you, you care about them. You've lived among them; you know what they've suffered. And I believe that you can help them heal and make Mantle a district that can rival even the city in the sky."

Robyn couldn't keep herself from gaping. "Wh… wha… what would I be able to do with this position?"

"Anything," Esper revealed. "Or, almost. My governors' authority in their areas of control will be second only to my own, able to enact whatever policies or provisions that see as necessary to preserve public safety and improve the standard of living."

"The SDC will also be happy to work with all you on repairing Mantle's economic state," Whitley chimed in. "My father's cutthroat policies have left too many people helpless for too long. It is long past time we returned to our roots as a company of the kingdom and the people."

Robyn's eyes widened, before her face rested on an expression of sympathy. "Mr. Schnee… Whitley… I'm sorry for your loss."

"Thank you, Ms. Hill," the boy replied. "Rest assured, as long as I live, Mr. Sieben's family will never go hungry."

"Oh," Robyn said. "That's very generous of you, but I was referring to—"

"My mother's ashes have been buried in the family crypt as she is due. I did not think my father would want me to waste time on such sentiment for him," Whitley explained. His fists clenched at his sides. "And I have no sisters."

"… fair enough."

Robyn had heard more than enough horror stories from May about what upper-class Atlesian families inflicted on their children. Given that Whitley had been through the wringer even by those standards, she supposed she had no right to judge.

"So, the governorship," Esper grinned. "What's your answer?"

Wasn't that a quandary? Robyn believed in democracy. She believed in the will of the people. It was part of the reason she had fought to ensure the voice of Mantle was heard, that the rich and powerful of Atlas didn't exploit her home into the dust. And when she couldn't do that through entirely legal means, she'd been more than willing to bend the rules in order to help as many as she could.

And yet, even if she had succeeded in being elected to the council, she would still only have been one voice among four, still have had to contend with the rich and powerful stifling every motion she put forward to help her home. Now, she was being offered the opportunity to do whatever she felt was necessary to bring prosperity to her people, with the government and the most powerful company on Remnant at her back. If only she turned her back on those democratic ideals she held so dear.

Well… she was no stranger to bending rules to get results.

If she turned down the position, Esper was just going to fill it with somebody else, someone who might exploit her people for their own benefit. If she took it, she would have the power to do some real good, more good than Mantle had seen in decades. If she turned down the post just to take a shot at the council seat, a post with less authority, what would the people who believed in her think?

"Alright, your majesty," she said. "I'm in."

"Excellent!" Esper cheered, clasping their hands together. "Welcome to the team!"

"Glad to be here," Robyn replied, squeezing the other woman's hand tight. "Were you behind the Schnee Manor bombing?"

"What?!" Whitley yelled. "How dare you—"

Esper raised a hand and her protégé stood down. She glanced down at their arms, where Robyn's semblance was flowing and active. "It's alright, Whitley. Recent events can be viewed quite suspiciously from certain points of view. Robyn just wants to make sure she isn't selling her soul to the devil. It's a wise precaution."

"Thank you," the Happy Huntress replied. "Your answer?"

"No," Esper said.

Robyn's aura glowed green. She was telling the truth.

The blonde was no less suspicious. "Why have you taken full control of the government? Is it for yourself? For power?"

"Ugh, gods no," Esper gagged. "I hate this job. I hate ruling. If I could do whatever I wanted, I'd run back to family and make up for lost time with my children."

Still green. Still true.

Yet, Robyn couldn't help but raise an eyebrow. "If you hate ruling, then why make yourself a dictator in all but name?"

"For the same reason I told you months ago. For the people," Esper responded. "The decisions made in this government decide who lives and who dies. And with the Grimm at our gates and negativity at an all-time high after recent events, there is no one more qualified to put the people's minds at ease and lead our kingdom, and with any luck, all kingdoms, into a new era of unity. One that will hopefully, in time, see the Grimm rendered a nonthreat."

"You plan to destroy the Grimm? That's impossible."

"At the moment. I am working on a solution."

Robyn's aura remained green. Another truth. An utterly insane truth.

"Are you satisfied, Governor Hill?" Whitley challenged. "Or must we continue this asinine train of thought?"

"No, I'm alright," Robyn said, removing her hand. "My apologies for being so blunt, Madam Citizen."

"It's no trouble at all. I'm glad you're so determined to ensure you're on the right path. It lets me know I can trust your judgment, governor," Esper smiled. "In fact, I was wondering if I could enlist your help in settling a security issue."

"Security?"

"She means us."

Robyn whirled around to the office door. Clover and Marrow were escorted in by uniformed Intelligence agents, their hands tied in front of them in gravity dust bolos. The dog faunus glanced warily at the spies' weapons, but Clover managed to hide his discomfort much better. He even managed a small wave at the new governor.

"Good to see you, Robyn," the Specialist greeted, trying his best to be friendly. "Guess you've finally joined the team, huh?"

"Yeah," the Happy Huntress replied, trying not to show her awkwardness at his 'escort'. "Ironic, I suppose."

"I want to say right now that I have full faith in you, Specialist Ebi, Specialist Amin," Esper informed them. "However, I also had full faith in Winter, and look where that has led us. I can no longer take chances with those I put in control of the people's safety."

"We understand, Madam Chairwoman—I mean, Madam Citizen," Marrow said. "But we didn't have anything to do with what happened at the council meeting."

"You mean the coup attempt that killed Councilman Sleet?" Whitley challenged. "The coup attempt that your teammates took part in, along with most of your entire corps?"

Marrow shrunk back, admonished. Clover stepped in front of his teammate, like the good leader he was. "We don't know what the others were thinking. Or what the general was thinking when he did what he did."

"A likely story," Whitley scoffed.

"It is," Esper said, more sincere than her pupil. She placed a hand on Whitley's shoulder. Within a few moments, the boy sighed, and his disdainful expression disappeared. The First Citizen turned back to the Ace Ops. "One way or another, Governor Hill's semblance will let us know the truth of the matter. If you are innocent, I will gladly reinstate the both of you. Though, I believe Specialist Amin may be needed in another position."

"What?" Marrow gasped.

Robyn's eyes narrowed. "What exactly do you mean, Madam Citizen?"

The Ace Ops were the most prestigious unit in Atlas. Their reputation may have taken a massive hit given their involvement in the coup attempt, but if Clover and Marrow were cleared of all charges, transferring the one faunus in the group would be a major backtrack in the racial politics of the kingdom, and Robyn would not allow innocent people to be oppressed because Esper wanted to curry favor with elitists—"

"Headmaster of Atlas Academy."

… oh.

Oh!

Nevermind. That wouldn't curry any favor with the kingdom's elite. But it was a very big step in the right direction.

Marrow's eyes widened. "You want me to be… to run…"

"If you are loyal, then I can think of no better person to train the next generation of humanity's defenders than an Ace Op," Esper smiled.

"Right! And I am, ma'am. Loyal, I mean."

"I do hope so." Esper nodded to Robyn. "Governor, if you would."

Robyn stepped forward, extending her hand towards Clover. Despite having been teammates at Atlas Academy, the two of them had never seen completely eye-to-eye. He believed that the stability of a system was paramount while she believed that a huntress had to work outside of one in order to help those a chain of command could not. That ideological difference hadn't exactly made them best friends.

Still the thing about rivals was that, in your own way, you knew each other better than anyone. And for that reason, she believed that Clover might have gone along with Ironwood if the general had brought him in on the coup. But she also believed he would have owned up to it if he had.

One way or the other, they'd find out soon enough.

"Were you involved in Ironwood's coup attempt?"

"No. The general never mentioned it to me before. I had no idea it was going to happen."

Her aura flashed green. He was telling the truth. That brought a small smile to Robyn's lips.

"Release him," she commanded the guards.

The Intelligence Agents looked to Esper, who nodded. Instantly, Clover's shackles were removed, as were Marrow's once the process was repeated with him. After that, the First Citizen dismissed the Intelligence Agents and gathered the rest of them around her desk. She flicked on a hologram projector, an image of Amity Coliseum appearing before them. But it was slightly different from the last time Robyn had seen it.

"Specialist Ebi, I found this in General Ironwood's files. Would you like to explain to everyone what James' full intentions were regarding this project?"

Clover flinched, but he was a soldier. And his new superior had just given him an order. He revealed everything: Amity Tower, the Relic of Creation, as well as General Ironwood's secret war against Salem. Robyn was half tempted to have him say everything again with her semblance watching.

Esper merely narrowed her eyes. "That lines up with what Winter told me and COMMAND ESR raining down nature's wrath during our fight." She glanced to Whitley. "Can the SDC supply the necessary materials to complete the tower without compromising Mantle?"

"We've got a massive stockpile from the embargo," the Schnee boy replied. "We can supply it at-cost if necessary."

"Excellent," Esper said. "Though, I don't know if I believe there's some ancient evil leading the Grimm. I can't imagine we'd have lasted this long if there was."

"Madam Citizen, I assure you, Salem is very real," Clover insisted. "She was behind the Fall of Beacon."

Robyn raised an eyebrow. "I thought that was the White Fang?"

"Of course it was," Whitley sneered. "Only those animals would sink so low as to attack a huntsman academy. And if there is some ancient Grimm involved, I wouldn't be surprised if they worked with her."

Marrow's eyes narrowed. "Animals?"

Whitley sighed. "Because they're terrorists, not because they're faunus. I apologize for any offence, Headmaster Amin. I assure you, there was none intended."

"Enough," Esper called, all four of her subordinates falling silent. "Clover, have you seen this Salem? Have you seen any proof of her existence? Or do you only have James' word to go off?"

"Well, the latter," Clover confessed. "But everything else he said was true. The maidens, the Relics…"

"He also starved half the kingdom, and turned the council chambers into a shooting gallery," Whitley pointed out. "The man was hardly the picture of sanity."

Clover looked around the table for support, but even Marrow glanced away from him, nervously rubbing the back of his head. The leader of the Ace Ops finally arrived at Robyn, but she could only give him a shrug. She'd never been close with her former headmaster, but it didn't take a genius to see that he'd been quite paranoid, the fact that some of the threats he'd feared had been real didn't change that. What's to say he hadn't lied to the Ace Ops about this 'Salem' just so they'd follow him into the gates of hell? It had certainly worked with Harriet, Elm, and Vine.

Esper turned off the hologram of Amity Tower. "Regardless of whether the general was telling the truth or not, he was right about one thing. Reestablishing global communications is imperative. The coming months will be trying. I imagine the other kingdoms will disturbed by our government's changes. It will be our job to reassure them that they have nothing to fear. And I will rely on all of you to help me do that."

Whitley preened at the First Citizen's words, and Robyn would confess that they did rekindle a bit of her former confidence in Esper. But still, she glanced around the circle, saw Clover and Marrow saluting smartly, and couldn't help but wonder if things would have looked any different had Ironwood's coup succeeded.

No, if that had happened, she would have still been robbing trucks, supplying soup kitchens so that a few more people might get a meal before they trudged back to the bridges they slept under. Now, she would be able to make sure her home never went hungry again, that her people would have homes to house their families and jobs to provide for them. However her benefactor had come by her power, the good she could do was real.

She hadn't been able to stand by and do nothing as a huntress. This was no different.


RWBYRWBYRWBYRWBYFTFTFTFT

Watts clapped slowly upon entering the Pearl Office through the secret passage built behind the wall. All the pawns had left a minute ago, leaving only the Black Queen as the lights dimmed in Atlas' highest office.

"Well, I suppose it was a good thing that I took the failsafe out of your hands," he noted with no lack of humor. "Hill's semblance would have found you out if you'd known it was going to happen."

"If you're hoping for a pat on the back Arthur, you'll be waiting until you've pushed through Cinder's adoption papers," Esper chided him, her gaze locked on the kingdom's skyline. "I should be able to pin your reputation's downfall on James. How soon will you be able to complete the modifications to Amity Tower once you're reinstated?"

"Not too long," Watts replied. "I'll be splitting my efforts between that and the backup Hell's Core, so both will be delayed."

"Focus on the tower," she commanded. "Hell's Core is under the Queen's guard and the books are safely stored where no one can reach them. I hope that the other kingdoms will join us peacefully, but if war does break out, I want it ended swiftly and decisively. If one cannot rule by swaying the people's hearts, then better to rule by fear of force rather than force itself. Fewer lives will be lost that way."

"Indeed, we should make use of every potential weapon at our disposal," Watts agreed. "And despite his lesser capacity, I have found some of Pietro's work to be quite intriguing. To take the aura of one and transfer it into a loyal drone. I wouldn't have expected him to be so diabolical, even if his sentimentality led him to use it on himself instead of someone with a more… useful semblance. It is quite fortunate you took the girl alive—"

"Stay solid."

"Wha—ah!"

Watts howled in surprise, Esper's hand closing around his throat and smashing him over the desk. He tried to dissipate into Bane Particles, but he hadn't had his aura up and Macro's command held firm.

"You will not be laying a finger on Winter," Esper growled. "Whether the failsafe was necessary or not, it cost an innocent woman her life because you were careless."

"Oh, like the butler wasn't already in your line of sight—ah!" Watts choked, the other Gate's grip tightening.

"We do what we must, but no more. We do not murder innocents because it is easier or because we don't care, only because it is necessary," Esper glared. "If you go behind my back again, I will send you back to Hell's Core the hard way. Am I understood?"

"Cry… crystal…" Watts gurgled.

Esper held him there for a few more seconds, enough that he had to wonder if she was going to follow through on her threat. He knew they could all recover from death and just be rebuilt in Hell's Core, but that didn't mean he was eager to test that theory. He doubted it'd be a pleasant experience either way.

Still, the Gate of the Maiden wasn't one to kill family, even a member she didn't actually like. She wrenched him up and tossed him to the ground. The good doctor sputtered as he rose to his feet, but even if he had any chance at retaliation, it was lost the moment Esper turned away from him and fell to one knee. He spotted the Seer Grimm that had floated in from the office's secret passage and followed suit.

"Report," Salem's voice spoke from the creature's depths.

"It is done, your grace," Esper replied. "Atlas is yours."

"And the Staff?"

Watts cringed. "Regrettably, it seems your suspicion was correct, ma'am. Removing the Relic would cause the city to fall from the sky."

Salem growled. "Ozpin and his schemes. For now, leave it there. We control access to the Vault and all that lies within, and for now, the kingdom is more useful to us. We can afford to let the Staff rest a little longer."

"I will have Robyn and Whitley begin redistributing Mantle outside of the area of impact," Esper said. "When the time comes, we can use the Staff to control the city's descent."

"Good. If it falls as it is, it will be like a meteor struck the planet," Salem's brow furrowed. "But I sense something is troubling you, my friend. Speak."

Esper bowed her head lower. "Forgive me, my queen. I have failed you. Weiss and Gray were my responsibility and I allowed them to slip through my fingers."

Watts raised an eyebrow but didn't speak up. Once again, he was reminded about the kind of person the Gate of the Maiden was. She didn't like him and could more than reasonably lay the Schnee girl's escape at his feet (though it was clearly the fault of Pietro's infernal toy!), but in her mind, his failures were her failures. She was the leader of the mission, and no matter if he went behind her back, no matter how she disciplined him, what happened was still her responsibility.

It was a mindset he found quite respectable, despite its inherent weaknesses. Besides, if she was going to act as a lightning rod for the Queen's wrath instead of him, he wasn't going to complain.

Through the Seer, Salem scowled. "Yes. That is unfortunate."

"I will accept any punishment you deem fit."

"Punishment?" A warm chuckle echoed out from the Grimm, inviting and reassuring, not at all the cold judgment that Watts had anticipated. Indeed, when he looked up, there was a smile on the Queen's face.

"My friend, your failure occurred in honest effort. Weiss and Gray will come to us, it is only a matter of time," she assured her. "And your failure does not erase your successes. Look at all you have accomplished! The greatest kingdom on Remnant now willingly champions our cause."

Despite the Queen's words, the Gate of the Maiden could not bring herself to raise her head in pride. "I should have been better."

Salem sighed, shaking her head. "You are too hard on yourself. You have done well, my dear COMMAND ESR. My dear Etherious Summer Rose."


Full disclosure. This chapter, the final scene especially, was one of the biggest 'moments' in my head that got me really excited to write this story. And overall, I am really happy with how it turned out. I've always loved Magnificent Bastard characters and I hope I've created one that is at the very least interesting and engaging, if not unpredictable (I really need to get better at not making my foreshadowing so blatant). Summer is Cinder's 'Teacher' and as powerful as that and being the Gate of the Maiden/Winter Maiden implies. But as would be expected from Ruby's mother, what makes her as dangerous as she is are her conviction and her plans. She can't control everything, Weiss, Gray, and even Watts threw a few wrenches in her Atlas strategy without even knowing who she was just by being themselves, but like her daughter, she is exceptionally good at improvising what she has on the fly, working those complications into her plan to achieve her overall goal.

Essentially, Salem is the player. Summer is the Black Queen.

An extra huge thank you to my patrons: ArcherMcMuffin, Gregg Tracton, Keith Traction, Annaya Chan, Nora Okonus, Paula mandel, KefkaesqueXIII, Christian Howard, SanyaBane, Matthew Blevins, and David Wayman.

Thank you for Reading! I hope you enjoy what comes next!

Go Forth and Conquer!