A/N: This will be a retelling and reinterpretation of Volume 2's finale.

I'd like to preface this by saying I know very little about anything that happened in RWBY after Volume 4.

If this turns you off this story, I understand, but hope you will nevertheless give it a chance.

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Chapter 1

General James Ironwood continued his easy walk to the ASA (Aerial Ship of Atlas) Resolute's bridge. Keeping pace with him on his left was Vice Admiral Kenchiro Yamazaki. Despite hailing from differing service branches, they'd both attended Atlas Academy. Now, nearing the peaks of their respective careers, they were becoming increasingly involved with the heads of state, allowing for frequent run-ins to once more shake hands and catch up. Of course, with Kenchiro's recent assignment of escorting James' students to Vale for the Vytal Festival, they'd had more than enough time to fill each other in on their recent endeavours, and were now just making small talk.

"I heard there was an incident in the mess hall," James said.

Kenchiro pursed his lips.

"Yes. Hydroponics brought in a bad batch, and the cooks didn't catch it until it was already on the stove. The resulting smell was enough to put three bulkheads on lockdown until it could be vented."

James nodded. "At least it wasn't spoiled meat they were burning."

Yet, he failed to prevent the smirk at the idea of having to explain to the JCS (Joint Chiefs of Staff) and Atlas Council how a bunch of rotten vegetables had resulted in one of their prized warships going down in flames.

The Admiral saw the twitch of his lips and rolled his eyes.

"Oh please. As if your students haven't done worse."

Before James could respond, they arrived at the bridge's entrance. A pair of guards stationed on either side of the entryway stood to attention. Kenchiro and James, one by one, placed their hands on the door's scanner for identification. After a moment, the lights on the frame blinked green and it opened with a hiss of hydraulics.

At once, their ears picked up the gruff voice of one of the bridge guard detail calling out, "Attention!" followed by another set of salutes from the personnel.

Said Admiral dipped his head in acknowledgement.

"As you were," he said, and activity returned to normal. They headed to the command chair, where Kenchiro sat down and James stood next to him in the 'at ease' position. They glanced at the bridge's main holotable, where the Resolute and its escorts were outlined, floating above Beacon Academy. It was quite the sight to behold. James was currently on Atlas' most advanced vessel to date. Even from the projections, he could feel the atmosphere radiating from the Resolute's superstructure. A sense of security, fortitude, and above all, power.

Of the three words, it was only the last one that gave him pause. When the Council had authorised his request for a security force, he'd expected two, maybe three, small ships to lead him to Vale. What he'd gotten was nineteen, two of which were capital-grade. And this wasn't even mentioning the noticeable Army detachment on top of the Marines and synthetic Atlesian Knights (usually referred to as AK Legionnaires) already stationed on the fleet.

James was a military man, there was no denying that. But even he'd done a double take at the hardware and manpower Atlas was willing to 'provide' him with. Some might have called it a symbol of camaraderie, a gesture to strengthen their defensive pact with Vale. James preferred to call such lines of thinking ludicrous. He knew that the Council would never send so many of their treasured men and ships overseas without a more tangible goal.

Tensions had been growing between the four Kingdoms. Ever since Atlas had begun assisting Vale in remilitarising itself, Remnant had been slowly falling apart. That was why they'd sent Kenchiro and the 7th Aerial Fleet. The upcoming Vytal Festival would be an international event viewed from all corners of the world, to showcase the best and brightest from every Kingdom. But Atlas wouldn't be displaying just their culture or academics. They were going to make this a show of force.

He felt Kenchiro's eyes on him, and his mind wandered to a previous conversation.

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"Trust me, James," the Vice Admiral said, "I don't like this either."

"They said it was a supplementary force," James muttered.

"And I advised against sending the 7th, but the Council–"

"The Council wanted a gunboat diplomat," he cut him off.

Kenchiro sighed, unable to deny his assertion, but no less frustrated at the friction this was causing between them.

"I want to protect these people," James continued. It was clear that Kenchiro understood he wasn't referring to just the citizens of Atlas. "Not subjugate them."

A tight smile formed on Kenchiro's expression.

"Which is why I'm glad I was assigned to someone who won't be badgering me every five seconds to strut our ships around like peacocks."

James looked away, grateful for his colleague's faith, but unable to shake off the concern lining his stomach.

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"Admiral, sir."

James and Kenchiro looked up at the Communications Offcier's voice.

"Go ahead Comm-O," Kenchiro said.

"We've receiving an emergency signal from the VPD (Vale Police Department). It's strong. City-wide."

James frowned. What in the world would cause the entire city to go on alert?

"Play it," Kenchiro ordered.

"Aye, sir."

All voices ceased as the bridge's speakers came to life.

"Attention residents of Vale. This is the VPD (Vale Police Department). There has been a Grimm Breach in the Residential District. If you are present within-"

James couldn't hear the rest of it. His head was spinning too fast. Everyone had heard the stories of towns and villages being overrun by the Grimm. As both an officer in the Atlas Army, and the headmaster of Atlas Academy, James had lost count of the number of times he'd been notified of distress calls from such isolated populaces. Sometimes, their forces would arrive too late, with nothing but the sight of corpses and rubble to hammer their failure home.

But Vale was one of 'The Big Four'. It, along with Mistral, Vacuo, and Atlas were the most well-defended places on the planet. Surrounding its borders was a triple-layered set of walls, each one taller than the one in front of it. The walls themselves were separated from each other by at least half a kilometre to allow for the automated defences and sentry personnel to gun down any wanton Grimm daring to scale or crash through the colossal barriers. Even the open kill-zones were littered with mines and traps to eliminate or hinder the creatures. Anti-air batteries could be found all over the city, remaining vigilant for flying threats who didn't have to worry about trying to smash through the city's outer perimeter. And that was only the declassified information Vale was prepared to let the public know.

The last time Vale had experienced a breach was two decades ago, when their ambitious expansion into Mountain Glenn had ended in a catastrophic massacre. James himself had been a 2nd Lieutenant back then, fresh out of OCS (Officer Candidate School), and just trying not to trip over his own shoelaces while leading his platoon. His unit had been one of many dispatched by Atlas to provide military and humanitarian aid to the reeling citizens of Vale. In a rare display of international cooperation, they, Vacuo, and Mistral had banded together in a time of crisis to help their rival Kingdom.

And here they were again, listening to an automated voice all too clinically informing them of another attack. Another breach. Another massacre. Another failure.

His ears tuned back in, just in time to hear the broadcast's final words.

"–your scroll and ID Card. Be aware of your surroundings. Remain alert."

The transmission went on a loop after that, repeating its message. He couldn't help but keep listening to it. His eyes flicked between the bridge personnel. They were the same, with slackened expressions and motionless limbs. They were dazed, trying to comprehend, maybe even denying, what they'd just heard.

"No."

It took a moment for him to realise the word had come from his own lips. It had been a whisper. A soft exhale of air passing as a syllable. For a second, his mind thrashed out wildly, clawing at thin air, searching for something to anchor it back to reality. Then he found it.

No.

"No," he said again, louder this time. Kenchiro turned his way, slowly. He, like James was coming back from the blow. But it wasn't quick enough.

"No."

He was speaking to himself, as much as the people around him. He needed to act. He needed to move.

In the back of his mind, James was aware the choice he was about to make wasn't exactly sanctioned by the Council or JCS back in Atlas. To reflect its flexible nature, Kenchiro's 7th Aerial Fleet was given more leeway than usual to operate as they saw fit. But even so, 'activating' their whole arsenal of ships and personnel on another Kingdom's territory was way out of their jurisdiction. It had taken months of planning and negotiations for Vale's Council to permit the presence of so many of Atlas' military assets. But actually sending them groundside without the mutual consent of his and Vale's governments could be seen as tantamount to a declaration of war.

James didn't care.

He marched over to the Communications Officer. Seizing him by the arm, he put himself right up against the younger man's face. "Battle stations. Now!"

Atlas had seen fit to send so many of their forces in a petty attempt to project their military might. Right now, Vale was bleeding, and he'd be damned if he wasn't going to use those same forces to help them. If he got court martialled for this, then so be it.

His command had been short and brutal. Even if he did technically outrank Kenchiro, James wasn't even sure if he was allowed to make it. But again, he didn't care. It acted as the catalyst they needed for the bridge to explode into action. If there was anyone who opposed his call to arms, they hid their dissent well. James hoped it was because of their commitment to the defence of human life, Atlesian or otherwise, rather than blind or fearful obediance.

Behind him, James heard, "I want all ships to converge on the Resolute. Helmsman. Bring us about to bearing 135. Lee Helmsman. Ahead half."

Gone was the familiar face of his friend and colleague Kenchiro. In its place was the stalwart visage of Vice Admiral Yamazaki of the Atlas Navy's 7th Aerial Fleet.

"I need our MAARG set to deploy ASAP," the Admiral continued. "Ready the AK Legions and prep our aircraft for launch!"

MAARG stood for Marine Air Assault Ready Group. It was composed of Atlas' 5th Marine Expeditionary Unit. In the event the 7th Fleet needed a groundside presence, they were the ones sent in to occupy the necessary areas.

"General Ironwood." James looked up from where he'd let the communications officer go. "Before we engage the Grimm, we'll need to coordinate with the rest of the response force. I'll need you and Colonel Yun to contact Ozpin and cut through the red tape, so we can link up with Vale's police and military."

James nodded. Colonel Harold Yun was in charge of the IBCT (Infantry Brigade Combat Team) the Council had attached as part of his 'security detail'. The irony that, not two minutes ago he was lamenting their decision to send so many troops, wasn't lost on him. He speed-dialled Ozpin's number. After a single ring, his fellow headmaster answered.

"Ozpin–" James started.

"I know. I'm assembling my students now. They'll be heading out soon."

"What?" James shouted. The man couldn't be serious! "Ozpin, some of them are just children!"

"I know what you're about to do James," came the curt reply. "You'll need more troops. And right now, they're the largest group of fighters that can accompany your fleet."

James realised, with equal amounts frustration and dread, that Ozpin was right. With their AKs, Marines, and attached Army IBCT, the 7th Fleet could deploy a little over five thousand combatants. Acting independently from its central command structure back in Atlas, they'd be able to hit the Grimm in force within half an hour. But it was that independence that would also come back to bite them. Their forces were small – well trained, well equipped, and battle hardened, yes – but without anywhere near the numbers of their numerous divisions based in their home city, they would eventually be overrun. This was infinitely more so the case, since using their naval armaments on any ground and most air targets was out of the question, due to the presence of civilians.

James had no idea how big the Breach was. But by the time they reached it, the Grimm could easily be numbering in the tens of thousands. Against those numbers, the Atlesians would hold, but eventually crumble. Vale's military, largely oriented to handle external threats, would require time to start moving sufficient numbers of troops, and even more time to actually begin pushing back against the Grimm. But Beacon Academy could muster nearly a hundred and fifty students. They were young and inexperienced, but nevertheless deadly warriors and force multipliers who could keep up with his men. Alone and divided, both his soldiers and Ozpin's students would fall to the oncoming horde. Together, they stood a chance of stemming the tide until Vale's military could shift the balance back in their favour.

"Fine," he relented, "but I'll also need your help with setting up a joint operation with the VPD and CSC (Chiefs of Staff Committee – Vale's equivalent of Atlas' JCS). There's no time to go through official channels and we need a coordinated plan."

"I've alerted the necessary people," said Ozpin. James almost sagged in relief. Different ideals they may hold, but the two of them had worked together long enough to know how to pull through for each other when it mattered. "Expect a request for a war conference in a few minutes."

"Thank you," he said, before ending the call. From somewhere else in the bridge, he heard someone say that the area of the Breach had been scanned. A glance at the holotable revealed the Residential District, with its high rises and crowded roads. While most of the projection was blue, there was a small red section, right on the district's edge. It was where the Breach had occurred. Rapidly, as more and more Grimm were detected, the red spread, gushing through buildings and streets like an expanding pool of blood.

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Codex Entry: The 7th Aerial Fleet

Formed in 71 AGW (After the Great War), the 7th Fleet is, by far, the youngest strategic formation within the Atlas Navy. Compared to the other Fleets, it is small, composed of only a single Task Force, of fourteen permanent ships.

Its flagship, the ASA Resolute, is a state-of-the-art carrier-command vessel, the first of its kind. Its structural frame was designed around its own secondary CCT (Cross-Continental Tower), granting it the ability to create and hold a secure communication link with any device on Remnant near another CCT. Its centralised communications hub and the absurdly large amount of data it can process make it possible to serve as the designated headquarters of an entire region.

The Resolute is surrounded by a complement of four Lancer-class Destroyers, two Beherzt-class Cruisers, three Matthew Evergreen-class Escort Frigates, and one Indomitable-class Dreadnought. Additionally, it is capable of launching scores of aircraft for an additional layer of defence. The combat ships are accompanied by a group of three vessels transporting around two thousand Atlas Marines from the 5th Expeditionary Unit. Every ship in the fleet also carries a number of mechanical Atlesian Knight combat platforms. Although the exact quantity of AKs has yet to be disclosed, their ability to be stored in compact forms would theoretically provide a welcome boost to the 7th's organic manpower.

Whereas all fleets are created with the intent of defending their respective Kingdoms, the 7th Aerial Fleet was formed with the purpose of operating outside of Atlas' borders. Acting somewhat independently of the main structure of the Atlas military, it has thus far completed two six-month deployments as the core of an expeditionary force accompanying researchers in studies of the Grimm more than three hundred kilometres from Atlas' walls. It has also proven itself as a QRF (Quick Reaction Force), coming to the aid of settlements and towns in minutes, whereas more centralised forces would have taken at least an hour to respond accordingly and effectively.

Currently, the 7th Aerial Fleet has been acting as an escort for General James Ironwood and his students of Atlas Academy on their journey to Vale for the Vytal Festival. In addition to Atlas Academy's transports, the fleet was also joined by five ships holding over four thousand men of the 15th IBCT to serve as further security for both General Ironwood's students and the Vytal Festival, in light of a recent surge of activity from the White Fang and other terrorist and organised criminal elements. While there has been vocal international concern as to the implications of such a prominent display of force, the Atlas Council has stated that the deployment of the 7th Aerial Fleet is a sign of international cooperation and the celebration of the two Kingdoms' coexistence.