The clanks of turning gears found over the headmaster's office, with Professor Ozpin himself walking back to his desk and pouring himself a drink from his teapot as he watched the Vytal Festival Tournament's roulette system deciding the next match.

"Alright, it's now time to begin the randomization process for our next fight!" Oobleck announced over the broadcast.

"It looks like our first contender is... Penny Polendina, from Atlas! And her opponent will be... Pyrrha Nikos, from Beacon!" Port declared.

Ozpin seated himself behind his desk and took a sip from his cup as he stared at the "randomized" fight to be.


Down in the arena of Amity Colosseum, Pyrrha was now confident and sure of herself once again, thanks to her brother's words, while Penny politely saluted her opponent.

"Sal-u-tations, Pyrrha Nikos! It's an honor to finally meet you!" Penny said with her hands on her hips in excitement.

Pyrrha looked at her hands as she clenched them in attempted determination, looking at Penny with a smile. "The honor is mine. Be sure not to hold back!" She said, taking up her stance.

"This is going to be so much fun!" Penny said excitedly.

In the stands, Genos and Nu waited for the fight to start, Nu excitedly and Genos intently. "You got this, Penny! Kick her fleshy butt!" Nu called.

"Pyrrha Nikos. A prodigy and four time champion of the Mistral Regionals. If anyone stands a chance to defeat Penny, it's her." Genos analyzed.

Even as he walked through the stands, looking for Cinder and the rest of her group, Kratos couldn't help but spare a glance and proud smile at his sister. "You can do it, Pyrrha. I believe in you." He said.


In the same structure behind closed doors, Ruby and Bayonetta were still facing down an up-and-standing Mercury, who's smugly smiling at the anger of the two girls.

"Whatever you're doing here, Mercury, it stops now." Bayonetta snapped.

"You already hurt Yang, I won't let you hurt Penny or Pyrrha!" Ruby shouted at him.

"Fighters, are you ready?" Oobleck asked over the announcement system, which drew Ruby's attention away.

Mercury smirked. He fired a round from his legs at Ruby, but Bayonetta raised her own leg and shot the projectile in mid-air, the two destroying each other, the shooters now glaring daggers at each other.


Penny beamed widely in anticipation, while Pyrrha had a look of steely determination, her weapons Miló and Akoúo̱ already in hand.

General Ironwood calmly sat to observe the fight, Nora and Ren cheered for their teammate while Jaune simply watched eagerly and Emerald leaned forward with a glare. "3, 2, 1..." Oobleck counted down, before he leaned forward. "BEGIN!" He announced.

Suddenly, Penny was surrounded by her floating swords, gesturing them around to her command before launching a volley of them at Pyrrha, who ran towards them and leapt though or deflected each aimed blade. The swords flew into the air until they turned around and came back to the fight. Pyrrha used her semblance to steer the swords into the ground, leaving Penny open as Pyrrha rushed in, bashing Penny in the gut with her shield and spinning with her spear extended, knocking Penny down and back with a wide sweep.


"Showtime." Mercury said, looking back at Ruby.

Ruby gulped and looked at Bayonetta. "Go. I'll handle Mercury. And this time he won't be up and walking again any time soon." She told her sister. Ruby nodded and used her semblance to bolt forward. Mercury attempted to intercept her with a kick, but Bayonetta used her own semblance, freezing time and leaving Mercury wide open for a flying kick to the chest from Bayonetta, sending him flying several feet down the hall, Ruby flying past him as she continued to make her way to the arena. "I'll get you some back-up, Ruby." Bayonetta said, sending a quick text to Dante and Kratos: Stop the fight. Penny is a robot. Pyrrha's semblance will kill her.

She just barely managed to send the text, before a pink wave of energy flew from behind her and shattered her scroll. She turned around just in time to block a diving kick from Juri, staggering her back a few feet as she looked back and forth at Juri and the now recovered Mercury, the former Umbran Witch now trapped between the two kicking fiends. The siblings smirked and nodded to each other, rushing at Bayonetta together.


Dante looked down at his scroll in shock, seeing Bayonetta's text. Penny was a robot? That does explain the girl's awkwardness at times. But never mind that! He had to stop this before anyone got hurt.

Kratos, meanwhile, looked at the message in horror. "Pyrrha... No." He said worriedly. If she took any life, especially an innocent one like Penny's, she'd never be the same and she'd definitely never be able to forgive herself. He turned back towards the arena from the very back row and rushed forward as fast as he could, desperate to save his sister from doing something she'd regret for the rest of her life. (If I can't save her, my own sister, I'm useless in this world!) He thought as he made his way towards the stage.


Pyrrha, now having returned the shield to her back, twirled the javelin to block each sword swipe of Penny's, dropping her weapon when she needed to somersault away after being hit by a slash, only to magnetically return it to her hand as Penny readied another wave of blades.

"My word! What a tremendous display by Miss Polendina!" Port announced.

Fully glowering, Pyrrha rushed forward and jumped on an incoming sword, swinging down on Penny, only to have the assault halted by a collection of blades, though she leapt away from the retaliatory slice as Penny backed away as well. She tried to defend against the multitude of swords with the length of her weapon, but was forced back regardless, prompting Pyrrha to roll the shield from her back onto her arm with her polarity.

"Whoo, yeah! Goooo Pyrrha!" Nora cheered with her arms wide alongside a fist-pumping Ren and worried Jaune.

Despite the cheers, Pyrrha wasn't doing well, looking down to see her Semblance's black energy bend the weapons in her hands unnaturally for a split second. Emerald narrowed her gaze further, continuing to concentrate on Pyrrha.


The two reached Bayonetta on opposite sides, throwing furious kicks at the former Umbran Witch, who struggled to stop the attacks coming from both sides. Juri eventually managed to land a kick to Bayonetta's stomach, doubling her over, allowing Mercury to land a round kick to Bayonetta's head, throwing her back, but in this moment, she managed to unleash a barrage of bullets from the guns on her feet, peppering the siblings with bullets. She then adjusted herself to land feet-first on the wall, launching herself towards the two of them and throwing her own round kick to knock them further down the hall, both of them now in front of her.

"Not so easy when you can't attack from both sides, is it?" She asked. The two of them rushed in once again, but this time, as they were both attacking from the front, Bayonetta had an easier time managing them. She managed to get a small kick on Mercury, causing him to stagger back, before blocking a chop from Juri and spinning her around, pushing her back into Mercury, tripping the two of them up, before she rushed in and knocked Juri back with a flying kick. Mercury turned and tried to attack, but Bayonetta brought her leg up and painfully hit the son of an assassin between the legs, causing him to cry out in pain. "You're legs are metal, but I guess your balls aren't." She said with a smirk, before knocking him into the air with a backflip kick, wrapping him up in Alruna and yanking him back down, slamming into the ground, hard.

"You bitch!" Juri shouted, activating her semblance and rushing in, throwing a barrage of punches and kicks Bayonetta dodged or blocked with about as much difficulty she was having stopping the attacks of both siblings. She managed to use Bat Within to avoid Juri's next attack and hit her with a powerful jump kick, sending her to the ground and skidding across it a few feet, before she jumped back up and threw a barrage of kicks, sending a devastating onslaught of pink energy waves towards Bayonetta. She managed to block a good number of them, but a decent number still managed to hit her, with the last one taking her to the ground. She then got up and glared back and forth at the siblings, who were both on their feet and on opposite sides of her once again.

Ruby, thankfully, was encountering no further resistance as she hurried ahead to try and stop the fight. She reached for her scroll, thinking of calling her teammates, but to tell them what? None of them would possibly be there in time to help her stop the fight and she didn't have enough time to explain the full situation to them, especially without sounding like some conspiracy nut, so she decided to simply focus on the task at hand and hurried ahead to stop the fight.


Pyrrha spun wildly as she deflected and dodged each sword, until she got close enough to Penny to deliver a few slashes with the spear, sending her flying back as Pyrrha batted aside the blades called to their wielder's aid. Penny slid to a stop and made a new series of motions, the weapons folding up until she was circled by several laser rifles, a few of which open fire on the approaching champion.

Pyrrha avoided the blasts and fought off the remaining swords with her xiphos until she slid into position to charged at Penny and knocked her back. Pyrrha straightened with a victorious grin that disappeared into dizziness, just as she saw Penny rocketing forward, weapons firing behind her like a jetpack so she can leap into the air, then came down as an energized meteor on her opponent. But as Penny shot herself down, Pyrrha extended her sword into its spear form once again and knocked Penny back with another wide swing.

This knocked both girls back, however taking the same amount of damage their aura levels now even in the orange. Rolling back to her feet, Pyrrha didn't expect a sword to knock her shield off, then another to do the same for her blade. She tried to get the latter back with her magnetism, but had to use the power to send a flying sword back at Penny's side. It disappeared behind Penny, only for her to grin and raised her arms as several appear above her, aimed to strike.

With Emerald still squinting down on the arena, the sharp sound of Emerald's Semblance was heard as Penny's eight swords double, then triple, multiplying into an unreal thicket of blades. At the sight of this, Pyrrha unsteadily stepped back, both in reality where the eight swords were ready to go forth and in the hallucinated world, where the cloud of weapons thickened to even block the crowds around her.

Kratos made it to the front row and grabbed the railing, calling to his sister. "Pyrrha! Whatever you're seeing, it is wrong!? You must steel your mind, sister! You are being tricked!" He told her. However, the words didn't seem to reach her. From this angle, he could see into Pyrrha's eyes and, while he could clearly see Penny's mere 8 swords, the reflection in Pyrrha's eyes showed a massive swarm of blades, big enough to block out everything behind her. Kratos knew Pyrrha's only option if the illusion were truly the case, would be to create a massive magnetic shockwave and during Penny's fights, Kratos' battle hardened eyes noticed the wires that were attaching Penny's swords to her. If Pyrrha launched a shockwaves, those wires would catch Penny... and tear her apart.

"No! I will not allow this!" Kratos snapped, jumping over the guard railing and rushing towards the stage. Penny sent her swords forwards towards Pyrrha, but before the Mistral champion could use her magnetic shockwave, Kratos leapt onto the stage and flung his swords forward, severing the strings of Penny's swords and sending them clattering harmlessly to the ground.

"What?!" Penny asked, looking to the side.

"Kratos?!" Pyrrha asked, surprised.

Ruby reached the arena and let out a sigh of relief as she saw that Penny, as well as everyone else, was safe.

On a rooftop in Vale, Cinder and Azula watched the match and were shocked to see Kratos interfere. "NO!" Cinder screamed furiously. "Dammit! They ruined our plans! It's over! Salem will be furious and I can't get the rest of my powers!" She snapped.

"Wait! We can still make this work. Look." Azula told her, forcing her to look back at the Scroll.

Kratos opened his mouth to speak and explain himself, but before he could, Genos, who had leapt over the guard rails shortly after Kratos, reached the arena and launched himself at the former God of War, who raised his swords to block the oncoming axe kick. "First, a broken leg and now outright interference? Tell me, are all Beacon students so disgraceful?!" He demanded, spinning and hitting Kratos in the head with a round kick.

Kratos slid back and once again tried to explain himself, but another set of flying swords slammed into his side, before returning to Nu and all swinging together and sending Kratos skidding across the arena floor. "Hey, dude! This is the singles match and it's my little sister's time to shine. Back off or be carried off, in a body bag!" Nu warned.

Meanwhile, the crowd was voicing their displeasure at these events. "What the hell, Beacon?!" A man in the stands demanded.

"Yeah, what are you teaching these kids?!" A woman demanded.

"Hey, Atlas, chill out! Take him out of the ring, don't kill him!" A faunus girl shouted.

"What do you expect from Atlas? They're warmongers!" Another man snapped.

Off in the distance, Grimm looked towards Vale and rushed towards the city en masse.

From the rooftop, Cinder's smirk returned. "You're right. We can still use this." She said.

"You know what to do." Azula said.

Back in the arena, Port and Oobleck were trying to restore order. "Broadcast, what are you doing? Kill the feed!" Oobleck ordered, putting a hand up to his ear.

"Something's wrong! We don't have control of the cameras! We can't even stop the broadcast!" The Broadcast Op explained over the earpiece.

"What!? How is that possible!?" Oobleck demanded.

In answer, the background behind the two teachers changed to the video feed of the sight before them, tinted an ominous bright red with a black queen chess piece hovering over the scene. They turned back to the arena as a familiar voice rang out throughout the Colosseum and the rest of the world watching these events.

"What have we here? I didn't think Beacon could sink lower after already injuring a defenseless student who was already beaten, but yet here we are. And Atlas seems to be no better, ready to attack at the drop of a hat, it seems like, leaving no room for answers or explanation. I was under the assumption Huntsmen and Huntresses were supposed to be heroes, not tyrants." Azula said, this one speech already placing the seeds of doubt into people.

"This is what happens when you hand over your trust, your safety, your children, to men who claim to be our guardians, but are, in reality, nothing more than men." Cinder spewed her poisonous speech. "Our Academies' Headmasters wield more power than most armies, and one was audacious enough to control both." She criticized.

Ironwood, realizing who she was talking about, grimaced and rose from his seat, marching up the steps.

Ryu finally arrived at the Colosseum, shifting back into his human form and about to head to the arena, only to see the message playing. "Damn! I was too late! Curse you, Cinder!" He snapped.

"They cling to this power in the name of peace, and yet, what do we have here? Interference in this sanctioned, historical event? Maybe Beacon isn't as honorable and pristine as they'd like you to believe. Or perhaps they know what they're really dealing with." Cinder explained, the blueprints of Penny, Nu and Genos popping up on the screen. "One nation's attempt at a synthetic army, mercilessly torn apart by another's star pupil. What need would Atlas have for a soldier disguised as an innocent teenagers? I don't think the Grimm can tell the difference." Cinder questioned.

Pyrrha held a hand to her mouth in shock as she stared at the people in front of her she thought were fellow students, but were really androids, two of which had viciously attacked her brother. Back in the fairgrounds, a gaping Weiss Schnee and glaring Blake Belladonna watched the hacked screen of the Shopkeep's stall.

"And what, I ask you, is Ozpin teaching his students? First a dismemberment, now this? Huntsmen and Huntresses should carry themselves with honor and mercy, yet I have witnessed neither." Cinder condemned Ozpin and our heroes.

Dante growled from where he was as he glared daggers into the screen he was looking at. "You've witnessed anger and confusion that YOU caused!" He snapped.

The two teammates shared a look before the last member of RWBY, Yang, was seen hunching over her windowsill listening to the speech before she straightened and turned as Zwei barked behind her.

"Perhaps Ozpin felt as though defeating Atlas in the Tournament would help people forget his colossal failure to protect Vale when the Grimm invaded its streets. Or perhaps this was his message to the tyrannical dictator that has occupied an unsuspecting kingdom with armed forces. Honestly, I haven't the slightest clue as to who is right and who is wrong. But I know the existence of peace is fragile, and the leaders of our kingdoms conduct their business with iron gloves." Cinder continued her speech against the Kingdom's leaders.

Ozpin watched the screen intently, cane at his side and Atlesian Airships hovering beyond his window. Amid the silence over the Colosseum as they absorbed the revolutionary words, no one notices Emerald exited the stadium.

With Bayonetta, Mercury and Juri exited their fighting stances with a smirk, before running in opposite directions, Bayonetta looking back and forth, trying to decide who to attack, before tiredly dropping to one knee.

"As someone who hails from Mistral, I can assure you the situation there is... equally undesirable. Our Kingdoms are on the brink of war, yet we, the citizens, are left in the dark." Cinder continued to criticize as Emerald used the distraction to exit the arena.

Two blue Atlas Soldiers watched the message on their Scroll, not noticing the wave of Grimm coming out of the mist shrouded treeline until they turned and open fire the best they could, with Cinder's voice still stirring up trouble from her position with a malevolent smile.

"So I ask you: When the first shots are fired... who do you think you can trust?" She finished her haunting speech.

In the Colosseum, the screens cut from red and black to complete static.

"The feeds are all jammed! We can't get a message out!" Oobleck told Port.

"Will somebody tell me what in the world is happening!?" Port demanded to the people working behind the scenes.

The question was answered with the sound of a wailing alarm throughout the structure, with humans and Faunus and even a Henchman holding a tub of popcorn looking up in alarm at the orange flashing screens reading "CAUTION".

"Alert. Incoming Grimm attack. Threat level: Nine. Please seek shelter in a calm and orderly manner." The Warning Announcer... well, warned.

The crowds began to flee, wild and screaming, through the exit tunnels, while Ironwood entered the announcers' box and grabbed the microphone from between Port and Oobleck. "Ladies and gentlemen, please. There is no need for panic." He tried to calm the people, but to no avail.

With that said, a Giant Nevermore appeared atop the arena's domed force field, giving a series of deafening screeches as it clawed and pecked at the defense with its beak.

"Well, they just found their reason." Dante said, glaring up at the beast.

"A Nevermore!?" Sun said in disbelief, standing up in alarm along with Coco Adel.

"How did it get past the Kingdom's defenses!?" Coco asked, lowering her sunglasses.

"It wasn't alone." Ren explained, appearing beside them.

In the headmaster's office, Ozpin was gripping his cane tight, watching the city come under attack with a horrified expression.

"Oz!" Qrow shouted, running in with Glynda.

"Get to the city!" Ozpin ordered, turning to them.

"But-" Qrow started.

"NOW!" Ozpin ordered again resolutely.

Qrow and Glynda exchanged a look before going back the way they came. Meanwhile, Mountain Glenn was almost silent, as every monster lurking there from Beowolves to Boarbatusks, Ursai and Nevermores and even lumbering Goliaths with wide red eyes rushed forward.

Ironwood was back at the Colosseum watching the Nevermore attack the shields until he answered his scroll. "Ozpin, the girls and that boy... I-I can explain!" He stammered

"You brought your army to my Kingdom, James." Ozpin told him gravely. There was a beat, then... "Use it." He ordered angrily.

Ironwood's worry turned to determination. His fleet of ships were being attacked by even more giant Nevermores though to minimal effect, Soldiers scrambling to enter commands inside the bridge around their commanding officer.

"Dammit!" An Atlas Ship Captain cursed. "This is Blue Four! Blues Two and Three, fall into defensive position!" He spoke into his Scroll as he turned to the screen of data.

"Roger! Blue Three, in position!" Blue Three confirmed over the Scroll.

"Blue Two, what's your status?" The Atlas Ship Captain asked. No response. "Blue Two, come in! Someone answer me, dammit!" He cursed once again.

He didn't know that the bridge of the last ship was wrecked, computers sparking and men down as a pair of white and maroon sneakers, almost hidden by a yellow cape with black markings walked through the destruction. "You know, I used to be a military man, myself." Terumi said with a smile as he walked up to the control panel, slamming his hands down on it. "And I hated it! So I'm really gonna enjoy this!" He shouted, taking control of the ship.

Cut to outside the Airships, where the furthest craft suddenly turned towards its allies and fired several bright red lasers at the engine of the one closest to it. The aircraft was barely able to send out "We're hit! What's going-" before the flaming ship crashed into another in a series of explosions and sent both of them tumbling toward the waters below.

Finally, at Beacon's cliffside landing platforms, three Bullheads arrived, the middle one opening its hatch to reveal four members of the White Fang and their leader. "Bring them to their knees!" Adam ordered.

Another Bullhead opened its door, this time with several creatures of Grimm inside. A growling Ursa jumped from it and landed on Academy grounds. The foreboding scene darkened as the Ursa's roar echoed, leaving only the burning red eyes of the monster, until they too disappeared.