"The effort you put forth to anything transcends yourself, for there is no futility even in death." -Monty Oum


RWBY x Red vs Blue Crossover:

"Metastability"


Chapter 3: Agent Maine

"TRAINING SEQUENCE, LEVEL 2, NOW ACTIVATED."

The large room rumbled, transforming from a large open space befitting that of an arena to what could only be described as a death trap. Giant, broad pillars rose up from the ground, as if to resemble skyscrapers. Smaller, thinner pillars also rose up, rotating up from the ground while protrusions stuck out, almost like the rotational training dummies you'd see in a gym, only now in increased size. Maine stood in front of the newly made landscape, his grip on his shotgun firm while he calmed his breathing. His heart rate was slowly steadying, and his muscles tensed, awaiting the upcoming tension he would throw himself into.

"SIMULATION NUMBER B-274 WILL BEGIN IN T-MINUS 30 SECONDS."

He gave his weapon a quick inspection. Everything was in working order, parts were working fine, fully loaded. He gave it a quick pump, causing the shotgun to click in response, much to his pleasure. Over the past few weeks, he had grown quite fond of that sound, as...disturbing as it was to admit.

"12...11...10...9..."

He placed his shotgun on his back, and then checked his magnum. He pulled back the slider and checked the chamber, and double-checking if he had enough ammo. As per standard training drills, he had six clips of Magnum ammo, and roughly three packs of shotgun shells. Should be enough. He was also given two regular grenades, and three frag grenades.

"6...5...4...3...2...1..."

He cracked his shoulders, and fell into a stance. "Showtime."

"...0. TRAINING WILL NOW BEGIN."

A loud siren blared. The room flooded with dark blue lights, signifying that the simulation had begun. As soon as the buzzer went off, his feet pounded against the floor, charging straight inward towards the first pillar. He slowed to a stop and pressed his back against the cool stone, hiding within the shadows. His opponent in this match is specialized in reconnaissance, meaning they were skilled in stealth. He couldn't just charge head on, he needed a planned approach to close in and strike. His HUD screen displayed the time. This simulation had a time limit of ten minutes. Supposedly, the faster he completed it, the more points he would receive, and his spot on the leaderboard would increase...but frankly, he didn't care about that. Since when did ranking mean anything? What mattered was his objective. So what if he wasn't as popular as the others? With that in mind, he closed his eyes, and thought of the possible scenarios this could play out.

He was hidden behind a large structure, but his opponent is stealthy and observant. There is a chance that they'll set up a sniper position and wait for him to move first. If he moved out, he would be left open, and she would strike. His mind processed probable sniper positions. There was a tall building on other side of his cover. If he moved to either side, he was at risk of getting hit. However, he also had to consider the idea of his opponent flanking him and attack while he was still behind cover. A feint to keep him there while she swept around to strike him while he was pinned.

There were so many variables...which one was the correct course? Moreover, who would fire the first shot?

If he fired first, he would give away his position. The same could be said for his opponent. The clock was ticking, and one of them had to make the first move.

'Well...nothing ventured, nothing gained.'

He took out one of the grenades from his clip. He was still a bit unused to these things, preferring a gun or at least some sort of melee weapon. Now that he thought about it, a sword or a shield would be pretty cool. Hm, maybe he could talk to someone from the R&D department? If they had one, anyways. He removed the pin from the grenade, and tossed it out from his cover.

The item flew through the air before hitting the wall of one of the buildings with a soft ting. A few seconds later, it erupted in an explosion of fire and shrapnel.

Maine gave a small tap on his HUD screen. There were no changes, but he had to have spooked them somewhat. With that in mind, he moved out of his cover, and out into the open. He remained vigilant and kept attention to his motion tracker, just in case his opponent decided to start moving. He made his way up one of the spires, quickly running up the spiral staircase before becoming situated at the top. Once again, he tapped his HUD screen, and took a look around. If they were out in the open, their heat signature would be visible to him. If they were still inside, though, the simulation room's walls would keep him from viewing them.

"Where are you...?"

Behind him, the click of a gun was heard. "Right behind you, rookie." Maine remained still, but inside his helmet, he sighed. Son of a bitch. "Not a bad idea, using the grenade to try and lure me out...though if you wanted it to work, you should have stayed where you were. Not that it would have mattered. I was right behind you the whole time. You really were an easy target. Now, Maine, we can do this the easy way, or the hard way...which do you prefer?"

"...who ever takes the easy way out?"

He whirled around, and grabbed the gun, a mid-range assault rifle, and aimed it away, letting the bullets impact on the ground rather than at him. He then reared his head back and delivered a headbutt. His opponent staggered from the sudden head trauma, but Maine did not stop there. He then grabbed her arm, pressed a hand to her solar plexus, and tossed her over his shoulder before slamming her into the ground. However, she wouldn't stay there for long. Before he could pin her into submission, she swung her leg, catching his foot and knocking him off balance, and thus causing him to fall to the floor. She then made a move for her assault rifle, but a loud bang shot through the simulation room. A bullet knocked the rifle away, causing it to fall from the spire and clatter to the ground. She looked behind her, and found Maine on the floor, a magnum in his hand. He then took aim, and began to open fire at her.

The woman side-stepped another bullet before breaking out into a run for the nearest shelter, which so happened to be the nearest building. Maine pulled himself up but kept his magnum at ready.

He had to be cautious here. One false move could mean the end of him. With that in mind, he cautiously entered the building. Since the simulation room recreated certain environments mixed in, in order to handle unpredictable scenarios and whatnot, the building seemed to be some sort of old lobby. What, he couldn't say. He did notice the shelf of liquor bottles, so it must have been a bar, or at least a shop of some sort. He opened his HUD screen again, hoping to find her.

He wished he hadn't, as it left his guard down for at least a second. Enough time for a shock baton to come in and strike him in the face. His overshield protected him from any damage, but the attack came so swiftly and out of nowhere that it caused him to stumble back, nearly tripping on his feet. His opponent then charged at him again. She started off with a kick to the knee to weaken his footing before bringing a fist down to his shoulder to send him collapsing to the ground.

She raised her baton above her head, ready to knock him out. Maine's hand whipped out and grabbed it as she swung. The overshield fluctuated somewhat, due to the sparking that went wild in his hand. He let out a low growl, and delivered a solid punch to her solar plexus. "Guh!" The soldier choked as the air was forced out of her lung by the heavy blow. She crumpled from the strike, allowing Maine to grab her leg and proceeded to swing her around the room. She was helpless, almost like a rag doll. Eventually, he released his grip on her, and sent her flying across the room. Her body smacked against the wall, creating a small indenture. A pained groan escaped her lips as she held her head, which was still intact thanks to her helmet, and then looked up, seeing Maine cracking his knuckles.

"Up for round 2?" he asked, almost mockingly. She grit her teeth and slammed back up to her feet, and then charged at him. It was a mistake on her part. Once she got close enough, Maine grabbed her by the shoulders and tossed her over him. Then, with a spin, he rammed his foot into her chest, knocking her back outside. She tumbled a bit before she came into a crouch. She shrugged off the damage, and looked up, finding Maine charging at her. When he was in close, she vaulted over him, hopping over him as if she were playing a game of leap frog, causing him to be thrown to the ground. Quickly taking advantage of the situation, she looked around.

Her assault rifle was not far from her.

She glanced back at Maine, who got up and turned to look at her. His gaze found her weapon, and then went for his weapon. She acted quickly, and tossed a frag grenade at him. The white armored soldier ceased his previous action and took cover from the explosive object. The grenade hit the ground, and exploded moments after. Maine slid behind a nearby small square, big enough for him to crouch behind. He checked his ammunition and weapons so far. He still had his shotgun, and a few grenades on hand. He still hadn't wasted much of his magnum bullets. Slowly, he peered around the corner, only to curse and reel back, as he soon came under fire.

'Great, I'm stuck behind a block, and now she's got her gun back,' he thought sarcastically. 'Nice way to start off the day, Maine.'

He checked the time, and the simulation battle was half way over. 'Well...you know what the say. Nothing ventured. Nothing gained.' He slowly turned his head to peer around, and opened his HUD screen. His opponent's heat signature was hiding behind a pillar. 'Gotcha!' Maine smirked as he pulled out a grenade and threw it in its direction.

A bullet struck it, causing it to explode. In that same movement, Maine tossed a frag grenade of his own. The object was hidden by the smoke of the explosion and the enemy didn't notice until it landed by her feet. His opponent was about to emerge from her hiding place, ready to fire, until she noticed the grenade on her feet. Then, she cursed.

"...son of a bitch."

As soon as she finished speaking, the grenade exploded in a mass of blazing shrapnel. Her overshield suffered, nearly dropping to the red before she was thrown off of her feet, and sent to the floor. Disoriented from the point blank explosion, she shakily pulled herself up...only to be greeted with the barrel of a shotgun in her face. "...so, you want to say uncle," Maine asked. "Or do you want a shotgun shell to the face?"

"...Heh...you got me, kid...not bad." His opponent sighed, resting their head. "F.I.L.S.S, end match. I forfeit."

"Affirmative." The robotic, female voice announced. "The match goes to Agent Maine."

The simulation ended, signaled by the buzzer. The room then began to shift back to normal, buildings and spires and pillars slowly receding back into the ground. Meanwhile, Maine sighed in relief as he lowered his shotgun and offered his hand. "Sorry if I roughed you up, Connie."

"Oh, for fuck's sake," the brown-armored Freelancer groaned as she took his hand, pulling herself up. "I'll tell you the same thing I tell Wash. It's C.T, not Connie."

"Sorry, it's a force of habit, I guess..."

The woman waved off his concern before she took off her helmet, revealing a woman of fair skin and chocolate eyes and hair, with the left side swept back while the right side was left down, covering some of her face. "Well, whatever," she said before a ghost of a smile formed on her face. "Hey, at least you're getting better...by 2.5 seconds."

"Yeah, I guess..." Maine removed his own helmet, revealing his golden locks. It had been about a week or so since he had completed his first mission as a Freelancer. Since then, he had been doing the best he could to try and block out the images of the dead scientists. Just thinking was enough to cause his hands to shake, even now. He shook his head, trying to block them out, but it was still a lasting impression. Carolina had told him that killing was never easy...but he still wished he hadn't had to kill them. How exactly did siding with the Insurrectionists make them the enemy?

"Hey," C.T called out. "You okay?"

Maine forced a smile. "Yeah...just thinking about stuff is all." Then he remembered something the Counselor had told him yesterday during one of his check ups. "Oh, um...thanks."

C.T raised an eyebrow, shifting her helmet to under her arm. "Thanks?" she asked. "For what?"

"W-well, the Counselor said that you were the one who found me after my last mission before I got thrown headfirst into this stuff," he told her, causing her eyes to widen. "You brought me back to the med bay after the mission was over, so I figured I should thank you...C.T?" He frowned, noticing the disturbed look on her face. "Are you...okay? You look like there's something wrong."

"Huh? N-no. Nothing's wrong. Just spaced out for a moment." The female soldier shook her head.

"You sure?"

"Agent Maine," F.I.L.S.S spoke, her voice echoing across the room. "Your presence is required in the briefing room."

Maine sighed, scratching the back of his head. "Great...this should be fun," he muttered before turning around to leave. "Well...see you around, Connie." He gave her a small wink, causing her to groan as he left.

"It's C.T, you dunce," she muttered. Seriously, it was two freaking letters. How hard could it to be to actually call her that? At any rate...what the hell? Saving him? Rescuing him from the last mission? "The fuck did they-"

"It would appear Agent Maine's combat prowess is steadily improving," a familiar voice called out from behind. She turned, and immediately felt disgust and anger boil in her chest. Aiden Price stood behind her, having walked into the room moments earlier, still looking the picture perfect of calm and composed secretary. "His reaction time is 4.9 times better than when before he joined Project Freelancer, and his physical strength by 9.3 times. Then again, you've seen the fruits of this, haven't you, Agent Connecticut?"

The woman turned forward to face him. "...permission to speak freely, sir."

"Hn, granted."

"...what the hell did you people do to him?" Aiden still smiled peacefully, even when faced when an enraged form of what could be called feminine fury. "He just said, 'saved him from his last mission before joining Project Freelancer.' Last I recall, I found him taking down several armed soldiers, who were trained UNSC operative might I add...with nothing but a fucking sword and shield."

The man known as Agent Maine was an anomaly. Not only did he defeat numerous trained soldiers with primitive weapons, but he managed to shrug off each bullet fired at him and healed from his wounds at a rapid rate.

"...the director saw potential in him." The counselor responded calmly. "Potential that could prove to be an asset for Project Freelancer."

C.T gritted her teeth. Of course he would give her a half-assed answer! "You didn't answer my question, Mr. Price."

Aiden gave a small shrug. "All we did was give his body...a push in the right direction," he told her. She already knew what his words meant, just by 'body' and 'right direction.' "At any rate...you're presence is required at the docking bay. You and Agent South will be leaving for a mission."

"Fine," the agent snapped. She stomped passed him, rudely clashing with his shoulder as she threw on her helmet. Her hands balled into fists. As if the operations they were doing weren't bad enough...they actually did that to a kid. A 17 year old kid!

She needed to tell "Leader," and fast.


Team RWBY sat in their room in silence. No one dared to speak, much less look at each other. Ruby sat in her bed, her face buried softly in her pillow while Yang sat on the floor, her head dipped low. Blake was trying to read a book, but the look on her face showed that her thoughts prevented her from actually enjoying it. Hell, she hadn't even turned the page for a good twenty minutes. Weiss was pacing around the room, biting her thumb nail with a clear sign of aggravation.

They were all anxious. Why wouldn't be? They just saw their friend kill civilians because he was ordered to. None of them could still actually believe what they saw...but they weren't sure who was more disturbed. Jaune, or them. They could still hear him vomiting and crying like a madman, unable to believe his own actions. There was no way that the man they saw in the memories and the man that tried to kill them in Forever Fall could be the same person. If so, then what happened to him?!

"...it doesn't make sense," Yang heard Weiss mumble. "It's a total contradiction."

Blake, now aware she would never be able to read her book with her mind like this, set it down and looked at Weiss. "What is? The fact that Maine tried to kill us back at Forever Fall, but was puking after shooting innocent people?"

"Yes!" she said, a bit too loudly for her part. She realized that she had been working herself up by thinking about this, as her breathing as heavy and erratic. She took a minute to clam herself down before speaking. "When we fought, he certainly had no qualms about killing us. He would have nearly succeeded if Pyrrha hadn't done something. And yet, what we saw in his memories...he acted like he was, well-"

"He acted like Jaune," Ruby mumbled, loud enough for her team to hear. "Like he used to be."

"That still can't be possible!" Weiss shook her head. "I refuse to believe Jaune turned into...turned into that brute!"

"And I keep telling you, it is!" Ruby insisted, sitting up with eyes of defiance. That had surprised Yang. When had she last seen her baby sister so worked up? "That is Jaune! Even Pyrrha, Ren and Nora think so!"

"They must've been delusional!" Weiss was still in denial. "Just because he looked similar to Jaune, they could just be mistaking that it is him! Besides, Jaunes eyes are blue! That brute's are red!"

Yang scratched the back of her head. "Well...I dunno...maybe Ruby's right," she said causing Weiss to stare at her slack jawed. "He DID have motion sickness up on that Bulkhead-lookin' thing. We DID call him Vomit Boy for a reason. That, and...I don't know, something's been nagging at me for a while now. I don't know what it is, but...it's like, somehow, there's just something WRONG with that guy."

"Of course there is! He tried to KILL us!"

Blake hummed, tapping her finger on her chin. Several thoughts came to her, one less plausible than the last. She wasn't entirely sure which idea would have been the most feasible. However, one thought nearly caused a shiver to run down her spine. "...maybe Maine was justified in his actions," she said slowly, the figure of someone clear in the back of her mind. "And ended up a monster because of it."

"What does that mean?" her partner asked.

Blake sighed. "Do you...remember what I told you before? About my old partner?"

"Yeah...Taurus, right?" Yang nodded. "Yeah, I remember. Actually, who was he anyway? Your boyfriend or something?" A teasing grin formed on her face. "I noticed a sketch of someone with bull horns~" Blake fell silent. It only took the blonde a moment to realize that what she had just said was actually right on the nail, causing her to stare in disbelief. "...wait, seriously?" Blake gave a quiet nod, making the brawler blink. "Wow, uh...okay?"

"Adam was...well, he was justified," she tried to reason. Whether with Weiss, who hated the White Fang immensely, or with herself, being so horribly reminded of how brutal the man she once called her friend was, she didn't know. "Out of all the Faunus who suffered from prejudice, Adam took it the worst. You could say he was justified in agreeing with the new Fang's ideals...but then he turned out to be a monster. He stopped caring about others. He thought his goals were what was best for Faunus in general."

Ruby frowned. "And...you think that's what happened to Jaune?"

"I think that's what happened to Maine," she corrected her leader. "Then again, it's just a guess. We'd have to see more. Actually," Then her amber eyes frowned in concern. "How's Pyrrha?"

"Not too well to be honest..." Weiss shook her head. The Spartan and her team mates were still visibly shaken up by what they had witnessed. "From what Ren told me, Pyrrha's locked herself in the bathroom, Nora hasn't stopped crying, and Ren well...even I could tell he was shaken up." The normally quiet teen had a hollow look in his eyes the last the heiress saw him.

"Well, I don't blame him," Yang muttered. Just then, she heard her Scroll ring. She took it from her pocket and opened it up. Her eyes softened. "...it's Pyrrha. She...wants to look at his memories again."

"Now? But we just finished one...isn't she moving too quickly?"

Ruby bit her lip. "Can we...even continue handling this?" she asked, her voice quivering. "I...I don't...I don't want to see Jaune hurting himself."

"Neither do I, Rubes..." Yang rest a hand on her shoulder. "But we need to learn more about what happened to him."

The silver-eyed girl gave a small nod, and then hopped down from her bed. Then, the four girls left their room, making their way to the infirmary, where NPR was no doubt waiting for them.


"Now then...as you know, the Insurrectionists have been steadily increasing their attacks as of lately," the Director said, staring at the three Freelancers in front of him. "While the outposts haven't been of any significant importance, they're becoming something of an annoyance." He gave a quick tap on the console, creating a holographic image of a complex. "We've managed to locate one of their bases. The three of you are to take whatever data you can rip from the console, and then destroy the facility."

Carolina gave a nod. "Understood, sir," she said with strong resolve. "When do we leave."

"Effective immediately."

"Understood." The top Freelancer nodded.

With that said, the Freelancers left the room.

"Another mission already," Washington whined. "Man, sometimes I think they like running us haggard."

"I just hope we don't have to do what we did last time," Maine muttered. "I think I'm scared of heights after that drop."

Carolina rolled her eyes. "Oh, quit being a baby, Maine."

"Hey! Motion sickness is more common than you think! Especially heights! Just ask Florida! He said the same thing!"

"I know, right?" Wash agreed with him.

Carolina shook her head. "I swear," she sighed. "Look, ladies, quite frankly, I don't care if your scared of heights or if you start barfing because you're flying. We have a mission to do, so suck it up."

"Remind me," Washington deadpanned. "How did you and York hook up again?"

"One more word Wash, and I'm pushing you out of the Pelican." She spoke with finality.

That got the man to shut up. Eventually, they entered the hangar bay, where the Pelican waited for them. Leaning against one of the crates nearby was a soldier, female going by her figure, wearing polished white armor with a blue visor on her helmet. Her arms were folded over her chest before she noticed the three. "Yo, what took you guys?" she asked, pushing herself off the crate.

Carolina smiled. "Hey, Four," she greeted. "She primed and ready?"

"Almost. Just loading on a few more pieces of tech, and you're ready to go," she answered before she saw Maine. Curious, she looked at Carolina. "He the new guy?"

The red-haired Freelancer nodded. "This is Agent Maine. He joined last month."

"No foolin? Well, I guess it was your Day, Wash. You're no longer the Rookie."

The dark-gray haired man sighed. "Whoopie," he muttered. "Soooo relieved."

Four chuckled before turning to Maine. "Nice to meet ya. I'm your personal pilot for whatever shit comes your way...by the way, I heard you have stomach problems. That true?"

"Y-yeah, wh-"

"You puke in my Pelican, I'm tossing your ass in space," came the swift and blunt reply that made Maine take a step back, clearly fearful. "We clear?"

"Crystal, ma'am!" Maine saluted. Now he had to be extra careful in holding down his lunch...

"Good," Four nodded, pleased with his answer before turning to Carolina. "We'll head out once we're loaded, Carolina."

"Fine by me."


"Are you sure you're okay, Pyrrha?" Ruby asked once they entered the infirmary. "You don't have to stress yourself."

The spartan warrior shook her head. "I-I'm fine, Ruby. Really, I-"

"As a doctor, I'm afraid I will have to call bull on that," Reed called, checking the equipment next to the unconscious Freelancer. "Your eyes are slightly red, there are dark rings under your eyes, and your skin has pale. You've practically been trying to cry yourself to sleep since yesterday, haven't you?"

The red haired Spartan but her lip and turned away.

"That's what I thought..."

Ozpin frowned. "Ms. Nikos, are you certain?" he asked. "Doctor Reed has told me what else lies in store...it won't be a pretty sight."

"I am fine. I can keep going." She shook her head.

The group could only stare at her in worry. They knew she wasn't alright. Not after what she had seen. She had been beating herself up as is when she lost Jaune...and now it only grew worse when she saw him claim a human life.

Yet, she still persisted. "...very well then," the Headmaster sighed before nodding to Reed. "Doctor Reed, if you would."


"The desert?"

Maine asked as he and his two other comrades were strapped into the Pelican as it flew through the air.

Washington nodded. "Yep. According to intel, that's where the base is."

"Yeah but...why a desert? That's pretty...I don't know...desolate."

"Which is exactly why the Insurrection chose it." Carolina replied.

"It's away from any UNSC outposts, so no one actually ventures out that far. It makes it the perfect outpost."

Maine frowned. "Then how did we find it?"

"Connie was out on recon one day, and found it completely by accident," Washington told him. "A real stroke of luck." A pause, then a sigh. "I just hope everything goes well. Knowing our Freelancer luck, though, probably won't and it's gonna be heavily fortified."

Underneath her helmet, Carolina grinned. "Just makes it more fun."

"Maybe for you. But show some consideration for those not at your level, boss." Wash frowned.

"Actually...I've been to ask something," the white-armored Freelancer said, now being reminded of the thing in the briefing room. "What exactly is the leaderboard for? I thought everyone on Project Freelancer worked as a team, not against each other in a competition." It was an honest question. If each Freelancer was competing against one another for the top position, it just seemed to contradict the concept of teamwork.

"Been wondering that myself," Washington grumbled. "Seriously, Maine's got a point. What's the point of that thing?"

"It is the Director's decision." Carolina answered curtly. "He believed that in competitive scenarios, one will be able to improve themselves."

The blonde-haired soldier wondered if that was really the case. True, that scenario would call for improvement...but at the same time, it would cause the group to drift apart. It was a contradiction...one that didn't make sense. Oh well, he could wonder about that later. For now, there was the mission. The good news so far was that he was able to hold down the contents of his stomach even though he was riding on a Pelican...he was sure it was partly because of 479er's threat. The woman was clearly in love with her machine, so he made sure to keep himself from puking, lest he find himself headfirst in sand.

Several minutes later, they were nearing the Insurrection base.

"Alright, boys and girl, time for a shootout," 479er informed them from the cockpit. "I'll drop you at the ground, but don't expect me to come for your corpse if you die!"

"...she's joking, right?" Maine turned to ask Wash and Carolina.

Washington gave him a forlorn look. "With her as our pilot...no." Maine then gulped in anxiety. He now realized 479er was one scary woman...

Soon, the Pelican began to descend to the sandy earth below them. The hatch opened up, allowing dust and wind to blow inside. "The enemy base is a 30 miles from where you are," 479er shouted to them. "Shouldn't take you long to get there!"

"Got it!" Carolina said in gratitude. "Thanks, Four!"

"Just come back alive, Carol! Don't wanna see my favorite Freelancer in the obituaries!"

The female agent nodded as she and the others hopped out of the aircraft. Their feet came to the gritty sand with a soft thud and crunch. The surrounding area's sand was being blown away as the engines of the Pelican began to propel air out forward, taking off back into the air.

It was at the point that he registered what he just heard. "...Wait, 30 miles away? How do we reach there on foot?"

"Its better that way," Carolina said. "Besides, if she landed any closer, they would have found us." She then walked past the two, her guns hanging from the holster. "Come on. Let's go."

Washington gave a nod, and followed behind her. Maine was still a bit confused, but then sighed in resignation. He just hoped that he wouldn't get any sand in his shoes.


"That's a pretty long trek," Yang commented. "Makes you wonder if Vomit Boy can handle the heat. I mean, that desert looks like hell. Also, what's the deal with all of those jagged rocks in the distance?"

"Yeah," Blake also noticed the strange formations. "It could be another planet. After all, the Mother of Invention ship IS in space. Actually...how did Jaune end up in space anyway?"

"His Semblance, maybe?"

Pyrrha shook her head. "No...as far as I know, Jaune hasn't made his Semblance manifest yet." She of all people would know, given that she was the one who trained him before...

"I'm more interested in the fact that there is a ship in space!" Weiss shouted. She had every right to be bewildered. For as long as she could remember, her father, Jacques Schnee, had always expressed some level of curiosity into the final frontier that was above the reach of normal human beings. The fact that someone had actually managed to accomplish this feat was astounding. Her mind then raced back to the first mission that Maine had entered. Was it possible...that they even managed to go to different planets as well?! What did this even mean? That humanity had managed space colonization? How?! When?! Who could have accomplished this?! And how did they not know about this?! "Is no one questioning that?!"

Nora tilted her head. "Why would we be interested in that?" she asked innocently, almost in the same manner as Ruby. "I'm more worried about my team leader than something like that!"

Weiss' jaw hung open. From the look on Ren's face, he seemed to share some of the same sentiment as Nora, if that was possible. How...how could they not be interested in that fact?! Also, why did they keep insisting that Maine was Jaune?! They were nothing alike! At least...how he was now. True, his personality was indeed the same, or at least in some capacity the same, as that blonde idiot who kept trying to make advances on her, at least from what they were looking at, but she still couldn't accept it. She just couldn't. Her mind would not accept it. She wasn't sure why...maybe because the idea of that blonde idiot who constantly tried to earn her affection was someone who left an impact on her, an impact that contrasted to the man who sat in that bed right now.

"Anyway, let's keep watching," Ren said. "From the looks of it, the operation's about to begin."


"Finally," Maine groaned. The three Freelancers were situated behind a dune, which was used as cover, while the base laid less than a mile away from them. It wasn't as large as the facility that they had raided a month ago, but it was certainly well-fortified. "God, I think I have sand in my boots."

"Oh, quit being such a baby, Maine," Carolina snapped. "It's just sand." Though Maine couldn't see it, the optics in her helmet were zooming in on the defenses, examining the soldiers and turrets that guarded the entrance. "Damn. They have ten guards out in front, all armed with assault rifles. Plus, they've got four turrets up on the wall. If we attack up front, we'd probably be pumped full of lead, overshield or no."

"So what's the plan? Sneak around and Divide and conquer?"

Washington shook his head. "Can't be done," he said, much to both Maine and his own disappointment. "The Insurrectionists outfitted the walls with a sort of trigger. If we try to climb up the walls, the alarm goes off. We can't enter the back either, mainly because of the tank parked up front."

"Wait, they have a tank?! How'd they get their hands on that?!"

Carolina frowned, lowering herself so that she wouldn't be seen while enhancing the view of her optics. "They're being funded by someone. Who, we don't know...all I know is, whoever is supplying them with weapons is loaded. My guess is some corporate bigshot. Add that to the fact that almost all of the Insurrectionists are UNSC operatives, they're pretty much equipped to go to war at a moment's notice."

"So basically, it's the three of us, armed with only a shotgun, magnum pistol, battle rifle, stun baton, twin plasma rifles, our combat skills, against who knows how many enemy soldiers armed to the teeth with UNSC weaponry that can put a hole in your skull and make you into swiss cheese?"

Carolina nodded. "Yep...pretty much. And by the Director's standards, this mission is cakewalk for anyone in the top five of the Leaderboard."

"Which means it's nothing to the woman who's hand the Number 1 spot for over a year," Washington grumbled, only to receive a glare. "...I'll shut up now."

Maine, meanwhile, wondered if it was possible for him to back out of Project Freelancer. Clearly the missions were only going to get harder. Still, he wondered if the fortress was really as well armed as it looked. Risking it, he peeked his head over the dune, and enhanced his optics to get a better look.

His vision zoomed to observe the group of soldiers patrolling the upper walls of the fortress. He then shifted his attention to the soldiers stationed on the ground. He did this every so often, trying to find a pattern in their patrol rotations. If he could, then it would be possible to find an opening to slip through.

'Okay, so there are ten guards up front, four of them on top of the wall,' he thought, trying his best to memorize the front door approach plan they were seemingly going for. 'The remaining six are below. Two are right next to the gate. One's next to a barrel, and three are off to the side.' He soon fell into a deadpan, as the three soldiers he was looking at were casually chatting away. '...okay, that is just stupid. Well, then again, I suppose that's what happens when you're in the middle of nowhere.' He gave another look at the entrance, but then his focus returned to the barrels. 'Wait...the barrels...'

"Carolina, is your handgun equipped with a silencer?" he asked, surprising the two. "Or at least one of our weapons?"

"Yeah...my rifle. Why?" she asked, now curious. "You have a plan, Maine?"

"Yeah, maybe. That depends...do we have any sticky grenades?"

Washington let out a chuckle, removing one of the aforementioned grenades from his pack. "Never leave home without 'em."

"Perfect." Maine nodded. "I believe I found a way we can get in. To do that...we're gonna need a distraction to draw the guards away."

"And how do you propose we do that?" Carolina raised a brow.

"See that by the entrance?" The white armored soldier gestured to the metal cylinders.

It didn't take long for Carolina to realize what he was thinking of. She smiled in approval. "...Maine?" she said. "I think your gonna fit right in with this band of misfits." She then took out her rifle, and switched on the silencer, taking aim at the barrel. "Wash, how good of a throwing arm you got?"

"Good enough." The former rookie of the team responded as he rolled his shoulder in preparation for what came next.

Maine kept his eye focused on the soldiers. "You have a shot?"

"Yep," came the reply from the teal-colored female. "You boys ready?"

"Ready." Maine nodded.

"Yep." Wash replied in kind.

"Then on my mark."

"Okay."

"Mark!"

"Sync!"

Wash slung his arm over the dune, the blue grenade flying overhead. Its color did catch the attention of one of the guards from the wall, but he failed to notice what it actually was until it was too late. It latched unto the barrel, glowing as a hue flowed from it. The guard closest to the barrel noticed it, and frowned. "Huh? What the fuck...?" He leaned in, moving his hand to touch it.

Then it exploded right in his face, killing him instantly and blasting a hole straight through the gate. As soon as it did, alarms blared as soldiers rushed up to the scene of the incident, leaving a large opening for the Freelancers to slip in amongst the confusion. However, they didn't leave anything to chance. As they rushed in, Carolina shot two of the soldiers up on the turrets in the head with her rifle, while Wash decided to leave them a little present...in the form of a well placed frag grenade.

Poor bastards didn't even see it coming.

As they entered the compound, the three heard shrill cries of fear and alarm before the explosive went off.

"...you know when people say you should make your entrance as flashy as possible," Maine chuckled. "I don't think they meant it this way."

"Hey, there's a difference between show-bizz flashy, and grab everyone's attention flashy." Wash smirked.

"Okay you two, quiet down. We're now approaching the objective." Carolina hushed them. The two fell silent, not wanting to anger the possibly volatile spartan warrior (wait, spartan warrior? Where had that come from?) as they ran down the hallway. Eventually, they stopped as they reached what appeared to be the entrance to somewhere further inside the base. Maine and Carolina took behind Wash, keeping an eye out for anyone that would have come after them for whatever reason while the dark-armored soldier worked on the control panel.

Out of the three of them, Wash had the best ability in lock picking. Not as good as York though...but still good enough. In a few minutes, a series of beeps resounded and the metal doors slid open. The three quickly made their way to enter. However, they soon regretted their decision. The room was large, easily the size of a grandoise hotel lobby. It was very empty, save for the various barrels of whatever laid inside. Up above was a catwalk for the second level of the facility. Much to the chagrin of the three Freelancers, several soldiers had gathered around, all with their guns at the ready. Even up on the second level, soldiers had their weapons were aimed at them.

"...well, we're fucked."


"They're so fucked," Yang commented, earning a jab to the ribs. "Ow!"

"Swear!" Ruby said, glaring at her sister in disapproval. "Also, they're not in trouble! They're, like, super spies! They can take them down!"

"I don't know...it's only three of them against an army of trained soldiers." Blake shook her head. "Even though they are supposedly super soldiers, they are still able to be overwhelmed by numbers."

"Well, I wouldn't doubt them," Nora said, clearly having faith in them. "Go on Jaune! Kick their butts!"

Ren sighed. "Nora, this is a memory. Its already happened."


"Sooo..." Maine slowly drawled as he looked around. "Any ideas?"

"...Divide and conquer sounds good right now..." Wash offered.

Carolina, however, seemed to be excited. She did a quick scan around the room. There was over 50 soldiers, not counting the ones above. A grin slowly formed on her face. She did a quick count on the second level. She found at least twenty.

70 soldiers...and three of them. Heh, that sounded like excellent competition.

"Agreed." The leader of the group stated. "Wash, you and Maine get the ones on the second floor. I got the rest..."

The two promptly looked at the woman like she was crazy.


Yang smiled widely. "Ooooooooh yeah. I like her."


"Um...Carolina? You do realize each and every one of these guys has a gun, right? All of which are aimed at us?"

"I'm well aware. That's why I'm counting on the two of you to take the ones above out."

"And how do we do that?! In case you forgot, we're surrounded!"

The woman turned to face the two boys. "Easy...up." The two men stared at one another, not understanding what she meant. Then, without warning, she grabbed the two and then tossed them up, throwing them up to the catwalks above them, causing them to crash into the soldiers up above. This, of course, caused every insurrectionist to stare in shock before they found themselves staring back at Carolina, who began to crack her knuckles. "Okay boys...who's up first?"

In unison, the enemy soldiers aimed their rifles and pulled the triggers. A rain of bullets flew through the air as Carolina ran around to avoid being hit. Her body evaded each bullet with ease, bouncing away and dodging them. If one were to compare the sight, it was like watching a rapid, panicked, yet fluid dance surrounded by bullets. Carolina, thanks to the augmentations, was able to fight more effectively, and her senses were much greater. As such, her reaction time was much faster than most. While she was certainly no SPARTAN, she could be placed on par with one if she pushed herself. That was she always did. Strive to improve. Get stronger. In a battle like this, advantage was everything...and she was going to win.

For the briefest of seconds, a small opening formed within the incoming hail of bullets. She took advantage of it, and dashed into the crowd of soldiers, evading the bullets coming her way. Once she got in close enough, she unholstered her twin plasma pistols and pulled the triggers.

Two guards were shot in the head, sent flying back. Before any could react, she spun around, her feet lifting off into the air and knocking down two soldiers before she used her position to shoot down those closest to her. Four were shot, and were knocked into some of their own in a dead heap. The others tried to aim at her, but she was simply too quick for them. Before they could get a lock on her, their rifles were shot or kicked out of their hands before they were killed by plasma blasts.

It was chaos down here, and Carolina was in the thick of it. Her adrenaline was pumping, excitement already becoming clear in her mind.

Meanwhile, up above, Washington was cursing and screaming as he avoided gunfire while using one of the dead guards as a meatshield. "I can't believe she did that!" he wailed. "I swear, if we make it out of this!"

"Wash, duck!" Maine shouted. He turned his head to see his fellow Freelancer aiming his shotgun. He crouched and ducked as the gun fired, killing a soldier that was about to shoot him dead. "You okay?"

"Yeah! Thanks for the save."

"No prob! Look, man...we just gotta make it through this!" Maine spun around as he pulled out his pistol before shooting an enemy between the eyes. After taking down the guards on their side, they used the metal plates on the railing as cover. "Personally, I'm kinda glad we only got the 20 up here while Carolina gets the rest," Maine muttered, grateful for the number. "Although, what set her off like that?"

"Its how she is," the gray soldier explained, forced to duck when a bullet nearly hit him in the head. "Ask anyone in Project Freelancer, and they'll all tell you she's competitive."

"Yeah...but competitive enough to ignore her comrades?!" Maine questioned as he quickly moved out of the cover to shoot the soldier with his magnum. The guard fell back, dead. Two more rushed up, but they were quickly gunned down by Washington as he used his rifle, pumping them full of lead. The two then moved out into the sides, intending to pincer the remaining soldiers on the opposing side. Maine traded his pistol for his shotgun and opened fired. One blast got one soldier in the chest. Before another could counter-attack, the new Freelancer switched the grip on his weapon, wielding it like a club and bashed the enemy in the face.

Washington came up from behind, grabbing one of the soldiers by surprise and snapping his neck. Startled, the last of the guards turned, only to have his face blown in by a single shot from a pistol. "Annnd now we're done." The black armored soldier stated as he holstered his weapons. "Now let's back up Carolina with the rest." He holstered his weapon and looked down, only pause. Maine frowned, seeing him standing there, as if frozen. Then he looked up at the fellow newbie. "...on second thought, nevermind." The white-armored soldier looked down, and then understood Washington's words.

Every soldier that Carolina fought...all 50 of them...were lying on the ground either dead or unconscious. In the middle of it all was the teal colored soldier, standing tall and barely winded.

"...what. The. Fuck."

"Yep," Washington sighed. "That's pretty much Carolina in a nutshell, innit?"

"Alright, boys..." The female called to her comrades. "Let's get moving."

The two stared at one another, clearly in disbelief. Eventually, they made their way down. Washington hopped over the railing, landing on the ground. Maine was about to follow, but stopped to look at the corpses of the dead soldiers. They were enemies. Enemies that would have killed him. Enemies that meant him harm. He knew that well. In war, everyone who had a weapon against you was an enemy. Even still...it was wrong. These people were fighting back against something. They were fighting for what they believed in. Was that so wrong? What right did they have to take their lives?

And yet, somehow...the sight of the corpses meant nothing to him. There was no feeling in his gaze as he looked at the bodies.

And that...scared him. Was he becoming used to this? True, it had been a month since his last assignment, but had he truly become so used to the sight of dead bodies that it meant little to him? In so short a time? No...that can't be true! He wasn't like that! He was...he was...

'A soldier.'

...right, that's what he was. A soldier. A weapon of war. Just like everyone else in Project Freelancer...but who made that choice for him? Why didn't they just ignore him and find someone else? No, it wasn't right. He didn't have to be a weapon. None of them did. There was no way he would become used to death.

"Maine!" Carolina called. "Come on! Let's go!"


"...Pyrrha," Weiss said, breaking the silence between them. "Are you sure she's not related to you?"

"What makes you say that?" The Spartan looked at the heiress.

"Oh I don't know...maybe the fact she took down 50 trained soldiers without breaking a sweat?"

"Or that she did it all by herself," Yang added. "Or that she did it without getting hit?"

"Sound familiar? Miss Invincible...?"

Pyrrha's eyes turned sad for a moment, but it quickly vanished. "T-that is mere coincidence, nothing more," she insisted. "Also, I'm sure she is just talented, going by what Agent Washington said."

"What he said also worries me," Blake frowned in disapproval. "She definitely is the type to have a competitive streak. Ignoring your comrades like that is not exactly team dynamic approval. Maine was right, that leaderboard thing is definitely a bad thing to have around."

"I think so too..." Ruby voiced her own opinion. "I mean...they're team mates. They have to work together, not compete to see who's the best."

Nora gave a strong nod of agreement. "Heck ya! Otherwise, what's the point of a team! Also, there's not "I" in Team!"

"Exactly." Even Ren voiced his agreement with the three.

They then continued to watch the memories unfold. Unknown to them, Pyrrha stared at the running form of Maine, eyes focused solely on him. She wanted to see this. She HAD to see this...She had to see what happened to her partner...

Her hands clenched. 'Jaune...'


The three entered what they assumed was the command center of the base. It barely looked maintain, as several monitors were either destroyed or broken. Crates and weapons and ammunition was lying around everywhere, and the walls were breaking apart. Wires hung out, almost like hanging metal, with only one or two sparking. "Not good housekeepers, are they?" Maine joked as they walked inside. "Most of these things looked broken all to hell. How old is this place?"

"Fairly old, I'm guessing. While the Resistance occupied this place not too long ago according to intel, there's reason to believe the building has been around much longer than that..."

"Guess that explains why it's rundown," Maine commented. He set his shotgun against one of the consoles, and examined a nearby computer. "You think they have any valuable info here? Do these things even have enough dataspace? They look REALLY old. Reminds me of that old computer Ren used to use." As soon as he said that, he found himself stunned into silence. Ren? Who was that? Moreover, why did he suddenly feel a headache pounding at his head?


"HAH!" Nora cheered. "There! Proof! Proof that Maine is Jaune! HE REMEMBERS YOU, RENNY!" A pause, then a dramatic gasp. "Wait, why does he only remember Ren?! Does he not remember me or Pyrrha?! What makes Ren so special?" She turned to her friend, narrowing her eyes in suspicion. "Ren...are you and Jaune in a...you know...?"

Ren sighed. "No, we are not," he stated plainly. "Besides, I'm pretty sure he's into girls if he keeps trying to win Weiss over. Although...I don't think he actually remembers us. It seemed more like a subconscious thought. His mind doesn't recognize the name of Lie Ren, but his consciousness does."

"Either way, it's proof!" Ruby said, grinning before smirking smugly at Weiss. "How about that, Weiss? Now you can't deny it's Jaune!"

The heiress could, in all honesty, not make a remark about that. The longer she watches...the more she becomes convinced of who the solider really is...

"...t-that still doesn't explain how he wound up in this project!" she said hastily, trying to ignore the stares everyone was giving her after they were proven right. "L-let's just find out, and THEN you can say, I told you so, alright?!"

The girls and Ren chuckled, causing Weiss to growl in irritation. Nonetheless, they soon turned their attention back to the memories played before them.


"Hey, Maine," Washington called out. "You okay?"

He gave a nod. "Y-yeah," he replied, his breath slightly shaky. "I just...got a headache. That's all." Carolina stared at him, clearly unconvinced. "A-anyway...any idea what we're looking for?"

"We're looking for information for other Insurrection bases and technology they stole from the UNSC so we could retrieve them."

"Alright," Wash said, moving to one of the more intact consoles. "Should be easy enough."

He then tapped a few keys and proceeded to browse through the information in search of their objective. Meanwhile, Carolina looked around the room. "...this doesn't feel right," Maine heard her mumble. "Even if most of the guards outside are checking out the front gate, and the soldiers we took out earlier, there should have been at least a few guys here to guard their command center."

"Think it's a trap?"

"If it is, makes you wonder what-"

Suddenly, a red light flashed through the room, followed by the sound of alarms blaring. Washington let out a cry as he backed away from the console. "What the fuck is this?!" The two immediately rushed to his side. Then they found something disturbing on the console. It was a red screen with a rather infamous sign; a skull over crossbones. However, embedded in the skull was a single knife, stabbed in the head. Below it were yellow letters reading [WARNING! WARNING! WARNING!] "I typed in a few keys, and this fucking thing pops up!"

"I-is it a virus?!" the blonde said, now anxious. If it was a virus, it was no doubt erasing the files that they were looking for. "How do we shut it off?!"

"Never mind that, this damn noise is gonna alert every other guy in the base!" Washington scowled underneath his helmet. "This mission's a bust! C'mon, we gotta-!"

Carolina's authorative voice cut through the tense situation like a knife. "WAIT!" The two Freelancers turned to her. Though they couldn't see her face, they could tell that, underneath her helmet, she was glaring at the screen. If looks could kill, the thing would suffer a combustion. "Wash, look at the skull. It has a knife in it's head."

"Okay, and?!"

"How many people do we know of have that insignia?"

For a moment, there was silence. A cold, dreading silence that caused Maine to slowly begin to feel his heart ramming against his chest. Clearly, the looks they were giving one another was an indication that something was wrong. Horribly wrong. Eventually, Washington let out a phrase that was quickly becoming familiar. "...son of a bitch."

"What?" Maine questioned. "What's happening?!"

"It's them," Carolina hissed. "These aren't Insurrectionists we've been fighting." Suddenly, the doors began to pound. Maine jumped, quickly grabbing his shotgun and readying his weapon. The other two also took out their weapons. The doors continued to bend, indents and bulges forming as something continuously began to beat against the only thing keeping the room safe. "The worst possible scum."

"Who?!" he asked, now terrified. "Who the fuck are we dealing with?!"

Then the doors were thrown open. What stepped into the room...was not a soldier. In fact, it wasn't even human. No human could ever stand at such a height. It stood at 12 feet tall, armored in thick black armor. Spikes rumbled from its back, standing tall like the quills of a porcupine, and a head covered by dark metal, giving it the impression of a domed face that seemingly glared back at you with nothing but vicious intensity, unable to gaze at what laid beneath the armor. Its right arm was nothing but a weapon, a muzzle at what should have been the hand and the fingers giant metal fins in a triangle pattern. Green cylinders stuck out from the arm, almost like canisters. There were a few gaps in the armor, showing off the body. From what little Maine saw, it was nothing but exposed muscle; he could see the blue veins and the red sinews of thin meat, held together by white strips and attached to large bones.

It was a monster. A monster that looked ready to go to war. A monster...that looked very pissed, and just found someone to take its anger out on.

Carolina's words did not comfort him in the least.

"...Pirates. Fucking Pirates."


"When it goes off, I'll be fine. It only affects computers remember? And I am a motherfuckin' ghost." -Leonard L. Church, AKA the Alpha AI


A/N: Okay, I'd like to apologize for the wait. Unlike before, we didn't immediately work on this chapter, since the previous ones were meant to be a single chapter until people wanted a cliffhanger. Because of that, the wait was longer. That, and I was working on other stories with my friends Daemon of Wrath, formerly Code-Emperor07, and RealmOfEmptiness. Matter of fact, with the latter, we published a new story and updated one! Drifting towards Rebellion, a Code Geass/Drifters crossover, and Disgaea: Dragon of Dragons, a work by RealmOfEmptiness, which is as the name implies, a High School DxD/Disgaea crossover. Please check them out when you have the chance!

Also, I should have stated this earlier, but...the events of the Memory of Maine Arc, as I'd like to call it, take place in between Volumes 1 and 2.

I'd also like to apologize for the lackluster of action...but hey, next chapter, our three Freelancers are about to go up against one of the toughest sons of bitches in the Covenant; a Hunter! Now, the Pirates Carolina are talking about are minor antagonists. They'll make an appearance every few chapters or so until we hit the main story. Also, I won't be covering EVERY portion of memory that leads up to Project Freelancer Saga. Rather, I will only cover what can be considered the arc where Jaune actually becomes Maine fully; however, that said, because this is Jaune, he'll be different from the actual character in some way. Don't worry, he'll still be the brutal and monstrous son of a bitch we've come to love and fear, but he'll also be the same dorky, lovable idiot we know and love too.

Before I end this, I'm pretty sure most of you already know this, but I have a poll on my page to decide who Jaune ends up with. So far, we have:

-Pyrrha: 55

-Carolina: 38

-Ruby: 33

-Blake: 30

-Cinder: 26

-Yang: 25

-Weiss: 13

-Neo: 13

...you know, I should not be surprised people love Arkos, but DAMN. Carolina's second, and she's fighting for her position with Ruby of all people! Also, why you guys hate on Weiss? XD Nah, nevermind. Pretty sure why.

Anyway, I hope you guys enjoy this chapter! Later losers, and I'll see you all next time!

P.S: Review this chapter with the utmost honesty, or I will sic an angry Caboose, Tex, AND Yang on yer ass!