RWBY: Grom Huggorm

by Harosama

a take of the events of RWBY during the Vytal Festival, featuring three teams of Original Characters

95

Prologue 1: VYPR on the Prowl

"Almost Home" The bullhead's pilot called back as the small aircraft flew over the forested hills surrounding the city of Vale. The passengers sat in the open 'jump deck' occupying themselves.

Vincent Stone, the team leader was cleaning his various weapons, the smooth sound of his whetstone just audible over the wind. Roy Lavelle was reviewing the mission report, a stern look forever possessing his features. Yordyl Evergreen and Phil Locke sat together across from Vincent, Yordyl pretending to conduct as Phil played a relaxing tune on his pan flute.

"We took too long," Roy said, loud enough to be heard. Phil stopped playing a moment to show he heard, though Vincent continued sharpening his katana. "The number of Grimm was far less than expected. I think we spent too much time on follow up."

"I'm sure being thorough won't have a negative impact on our grades" Yordyl answered, moving a strand of her green hair out of her face, her somewhat haughty attitude clashing with her dancer's outfit.

"We'll see what Professor Goodwitch has to say" Phil added, his afro and toga clashing even harder with Yordyl's attitude than her own gear. "Besides, we found evidence of the Grimm. They just seem to have moved on."

"Enough of all that." Vincent said, sheathing his katana. "I know you're worried Roy, but there's really nothing else for us to do. Let's just turn in our report and enjoy the time we have left 'til the festival". He sighed as he put his katana back in its slot on his harness, before pulling a knife from his boot and resumed sharpening.

The other three exchanged looks. "Not convinced." They said flatly in unison. Vincent looked up to retort, when the bullhead's comm interrupted.

"There looks like a problem, you huntsman should probably take a look" the pilot told them.

Vincent stood and immediately walked toward the cockpit. Roy moved over to look out the open side of the aircraft. Phil looked over and pointed to something flying a short way from them.

"Isn't that a Nevermore"?

Perhaps twenty yards away a massive tar-black avian was flying past them. It looked like an oversized raven with a wingspan of nearly twice that of the bullhead they were riding. It let out a terrible shriek, answered by echoes of similar cries.

"Creatures of Grimm! Here!?" Yordyl exclaimed.

"Everybody get ready for a jump!" Vincent shouted returning from the cockpit. Looking out over the city of Vale ahead they could see columns of smoke rising. "The pilots' going to turn back for safety, but not till we're close enough."

"Close enough for what?" Yordyl yelled, paling slightly. Phil put a hand on her shoulder and shook his head.

The Nevermore shrieked again, diving toward the city, when a shot from the ground split the creature in two.

"Coco" Roy said with a nod. "Good. Let's go." Unsheathing his twin swords, he leapt from the ship.

"Damn it..." Yordyl said. Phil just smiled as he cannonballed out. Yordyl rolled her eyes as she dived.

Vincent nodded as he watched each of his teammates leap from the craft in turn. He quickly shouldered his gear and checked the harnesses. Then he leapt out himself.

The four of them descended out over the city. Roy caught a smaller Nevermore on his way down. His blades sank into the beasts flanks, and he used his weight to turn the creature and force it toward the ground, killing it before leaping to safety.

Vincent dove toward a pair of interconnected Grimm snakes called a King Taijitu. The massive black and white snakes reared and hissed at him, lunging to meet him. He pulled his katana from its sheath and swung twice in quick succession. Each swing released a burst of cutting wind, the Dust running along his sword catalyzing the effect. The snakes split in half, and Vincent halted in the air as the wind force of his attack sheared through them.

Yordyl angled her dive toward some taller buildings. As she approached, the wooden walking stick she held began to twist and stretch. It latched to a building and stretched, slowing her decent till it set her gently on the ground. It dislodged and retracted, the fibers of the wood winding together until it returned to normal.

A group of four Beowolves rounded a corner, snarling as they spotted Yordyl. The creatures of Grimm leapt toward her, when a silver haired figure collided with them from the side. The figure kicked one in the side, a gunshot echoing as he kicked the Grimm into one another. A chain flew from the same direction the other figure had come from, wrapping around another Beowolf's neck. The fourth shot past its assaulted fellows, focused completely on Yordyl. Yordyl, with an expression of distaste, swung her walking stick. The fibers of the wood once again unbound, twisting and stretching as it whipped out at the creature's maw. The wooden strands caught the Beowolf by the head and quickly encased it. After some distressing crunching sounds the Grimm broke apart into dust and Yordyl's stick returned to normal.

The stranger whistled. "Remind me not to piss her off." He said with a smirk, wiping dust from his black and grey clothes.

"Shut up, Mercury" a green haired girl said, her chain sickle sliding back into place. She turned her red eyes gaze to Yordyl. "You must be Yordyl" she said with a friendly smile. "I'm Emerald and that's Mercury. Good to finally meet you."

Something about the dark skinned girl's greeting bothered Yordyl, but before she could respond she heard a third voice behind her. "Grimm deeds", it said. Her spine straightening Yordyl turned to see a woman in a red dress, a wicked smile on her face.

Phil lazily dropped through the air. Enjoying the ride, just a bit. As he got closer to the ground, he untucked his toga and used it like a makeshift parachute. He landed on a rooftop, and retucked his Toga before pulling out his scroll. "Phil here. Landed good but uh... What's our objective?" He waited a moment before hearing Vincent respond over the mobile communication device.

"Work toward the city center. Kill the Grimm and protect the people. '' Vincent's order was quick, and kind of obvious. Still it was always good to check in. Roy gave an affirmative, but Yordyl didn't respond.

Phil looked around, and spotted Yordyl in an alley below him. Phil ran to the edge of the building, and bounced from wall to wall to get down to the ground. He landed behind Yordyl, who jumped slightly when he did. Smiling he waved, which prompted a scowl.

"Come with me" she said then turned and started running. Phil shrugged then loped after. She seemed oddly stiff. They dispatched Grimm along their way, but Phil quickly noticed they were going away from the city center, rather than toward it.

'Odd' he thought.

"Looks like everything is going okay now, for now…" Vincent sighed as he looked to the aftermath of the destruction that would be labeled by the media as 'The Breach'. "Seems we made it to the end of the struggle. Everyone okay?" he asked anyone within his vicinity. Roy had come by with Team JNPR, a freshman group, while Vincent noticed another similar team, RWBY, stride by with varying expressions.

"We should regroup with Miss Goodwitch and report any injuries and-"

"Make sure civilians are out of harm's way first. That's our priority." Vincent abruptly interrupted his partner and best friend. His serious tone had enough finality to warrant immediate action. Vincent did not like being one to talk over his friends or assume control, but Roy had an understanding with him. This was a catastrophic emergency, and even though it was on the verge of cleanup, taking care of stragglers and protecting the people always came first. Their relaxation could wait.

Phil and Yordyl made their way to the emerald forest. An area outside Vale used as a training ground for Beacon Academy. Despite the Grimm attack in the city, the forest seemed oddly quiet. They came to a stop suddenly in a clearing. Yordyl just stopped, she didn't even turn to look at Phil. Phil scratched his head but waited while she stood, silently struggling with something.

After about a minute she turned around, a look of resignation on her face. Phil cleared his throat, interrupting her movement. "I don't know what's wrong." Phil said. Yordyl's face flinched slightly but she neither spoke nor moved in response, so Phil continued. "I can tell though, you're about to do something you don't like. Whatever it is... I won't stop you."

Yordyl's face slowly changed. A crack appeared in the still, controlled resignation she had turned to him with. Her lip began to quiver and tears started streaming down her face. "WHY!" She screamed. "Why be so nice to me. You can tell. You know I'm going to do something horrible. You know I don't belong here. Why does it have to be you"!

She sobbed and ran over and pounded on Phil's chest. He stood head and shoulders over her but just let her have her tantrum. Then he put his arms around her and whispered. "It's ok. Whatever makes you believe all of that, it's ok. I'll still be here."

Yordyl cried. She cried and screamed and struggled. Phil held her as she did, until the flood of her tears was replaced by a flood of admissions. She revealed that she was a plant, a spy. That her mentor was part of a group that meant to destroy beacon. That this Grimm attack was probably part of it. That the people responsible had told her to kill as many students in the carnage as she could. That a computer virus her mentor designed would be used to sabotage the Central Communications Tower, and the Vytal Festival. She cried and told him everything that she could not bear to keep hidden any longer.

Phil listened. He held on and let her finish. Then he said, in his simple way "It's ok. We'll figure it out. You'll know what to do". The two stood there a few more moments. Then they kissed. Yordyl had finally opened up to this carefree being holding her, and she let herself go. The following day they would tell their team, and they would figure out what to do about all the terrible things that Yordyl had revealed. But at this time, nothing mattered except this moment.

Prologue 2: GRON Point of View

A light breeze shifted sand over the flap of a leather bag as a bestial, black haired creature caught somewhere between a wolf and a person, known as a Beowolf, nuzzled its snout into it. Above the scene a cloaked figure watched, his piercing green eyes lingering on the Beowolf as he lifted a scroll.

"Small problem" he said in a deep and quiet voice, the slightest hint of a growl at the end.

"Go ahead Ochre" came a reply from the mobile communication device, its screen displaying the word 'Grey'.

"There's a pack of Beowolves at the remnants of the Outpost, new variable." Ochre said, kneeling down and leaning over his right arm to get a better look over the ridge, his tan cloak rippilling slightly. Below him the creatures plodded through the abandoned camp, scavenging.

"How many?"

"Three... Maybe four...".

A puff of sand is pushed over the ridge from behind Ochre's perch. He hunched, unmoving as he waited for a reply. "Proceed as planned".

Ochre stood up, shrugged and leaped forward off his perch, twisting in the air and flinging the cloak back and into the face of the Beowolf that was sneaking up on him. The metal shoulder and elbow pads on his right arm quickly shifted into the full-arm gauntlet with a clawed glove, his bare left arm rising to the hilt of the sword behind his shoulder.

The Beowolf howled as it tore through the garment and Ochre fired rapid shots from the pellet guns on the sides of his gauntlet, before turning over and swinging his sword. The fine edge of the katana glows blue as the Dust in its hilt spreads over the blade and causes a chill blast to emanate along the arc of the swing. The blast impacted the ground causing sand to burst and billow, displacing a cloud of the grit below that blasted upward past Ochre. The change in air pressure abruptly halted Ochre's decent as the cloud of sand froze above him. He darted out past the frozen mass as the Beowolf above him slammed into it, causing the mass to shatter and crumble to the ground, black mist spewing out as the creature of Grimm was crushed.

Ochre rushed past the Beowolf with the bag as three others emerged from amongst the ruined camp, each turning to pursue. Ochre slashed through the creature of Grimm's bone-white face and muzzle, sheathing his sword as it fell to the ground and vanished.

"Three... Just like I said" Ochre grunted through gritted teeth as he darted out of the sheltered area and into open desert, with the remaining Beowolves howling as they followed, lost in the hunt.

'Ok now what?' Ochre thought as he ran. Dropping low to avoid a Beowolf as it lunged over him, Ochre turned and, using his gauntlet, clawed the creature's side. It whimpered as it sidled away, a cloud of sand bursting up as it hit the ground. 'Keep going'. Ochre dashed forward, kicking large gouts of sand up as he went. One of the Beowolves dove through the sand in the air, emerging mere inches from Ochre's flank. Reacting fast, Ochre rolled himself over and slammed his armored shoulder into the creature, rolling up onto its back as it recoiled from the blow. Ochre jumped forward off it as another Beowolf leaped on its back after him. The claws of his pursuer nicked and tore into the dark leather undershirt he wore as he slipped just past its grasp.

Around ten feet to his left and right ripples began appearing in the sand, something drawing lines through it like a pen over paper. 'Or like a shark through water. Targets approaching... Time to kick it up a notch.'

Ochre pressed down hard on his left leg, breathed deeply as he did and pushed off, kicking even larger gouts of sand into the faces of the Beowolves following him. His Aura spiked as he did, a faint glow becoming visible around his body. His bright orange hair, already a bit unruly, spiked up taking on a shape resembling a cat's ears. The pupils of his emerald eyes narrowed and his vision sharpened. It was always a rush activating his semblance, which he called Trance. Darting away with his enhanced strength and speed, Ochre began putting distance between himself and the Beowolves. The fins of the approaching sand sharks, or Xersa according to the mission briefing, kept pace, closing slowly, but Ochre wasn't worried; this was exactly what they had planned.

A small distance away, on a large plateau in the desert, two people watched through gun scopes as Ochre made his mad dash toward them. "He's Trancing a little early... I hope he's not overdoing it" one of them relayed, a girl with short brown, bobbed hair and a large pack held onto her with supportive harnesses. The mechanics of her setup largely concealing her petite frame.

"Don't worry Nero" the other one, a boy, said as he leaned back from his scope. He blew his dreary black bangs out of the way while adjusting the large rifle attached to his shoulder like a mounted cannon. "The Beowolves are a bit of an unexpected complication, but we wouldn't have gone with this approach if Ochre couldn't pull it off".

"I know that Grey" the girl responded, staring intently through her scope, her comparatively standard rifle clicking slightly as she adjusted her aim for the changing distance. "It's still a concern. Are you positive those Xersa won't overtake him? And I only count three... That can't be enough to have overwhelmed the survey team can it?".

Grey checks the scene with his scope again. 'Three Beowolves, something that wasn't in the report... And three Xersa, which have a known weakness that the survey team should have compensated for... It does seem a little off'. Grey lifted his head again before replying. "Based on what we found in our preliminary search... I think you're right. But the last report from the survey team that we found indicates a bigger problem".

"You really believe it's what they described"?

"We'll see soon enough".

Ochre continued his run, dropping trance whenever he felt he had enough of a lead to breath for a couple seconds. Keeping just far enough from the following Grimm to keep them interested, and keeping himself strong enough to keep going. 'So far so good' he thought to himself. The fins of the sharks had been keeping even with him for a while, and there were four now, two on either side, still a good 10 feet from him. 'But they don't like to attack until they surround their prey. Just like the briefing'.

Just a little farther ahead was the plateau. In front, there was an opening that the desert sand continued into, but just beyond that the ground was solid stone, something that should stymie the Xersa.

As Ochre entered into the final leg of the dash one of the fins angled in front of him. He rushed ahead with as much speed as he could when the creature leaped up out of the sand, revealing it's form.

The bone-white fin connected to a solid plate over a wedge shaped head. Much like a real shark, it rose and twisted in the air, mouth agape, rows of razor sharp teeth visible within it's maw, but there the similarities ended. Instead of fins, on either side of it's maw were clawed hands that it used to throw itself into the air, and the back tail was more akin to a worm. It's black body almost shimmered as it leapt from the ground on a trajectory to bite into Ochre, it's mouth large enough to take off his head and a good chunk of his shoulder.

A gunshot rang out and the creature of Grimm was blasted down. Darting past the falling creature of Grimm, Ochre waved to his distant teammate, acknowledging and thanking them for the cover fire as he continued to run to the shelter beneath the plateau.

The creatures of Grimm followed, the Beowolves leaping in as the Xersa ascended onto the rock floor, their bulky bodies blocking the Beowolves' approach. As they all struggled becoming a jumbled mess in the entrance, a figure dropped from above the cavern entrance right behind the creatures. His spear beneath him, he shouted "Dragon Force Drop!" as he collided with the sand. In response, the sand upheaved and spun as if being twisted around some unseen centrifuge and the various Grimm were thrown and slammed into walls, one torn apart over the man's head. The man's mechanical spear was raised in preemptive victory as the sand cleared around his white and red leotard while he smiled brightly.

"Ha HA!" He exclaimed. "To be so unprepared for one of Rosso's entrances is TRULY foolish, my dear Grimm. A lesson you shall sadly not survive to benefit from".

As he spoke, his spear folded and shifted, becoming a short, thick staff, the sand swirling around its end forming the head of a battle axe, the staff serving as it's haft. He swung in an arc and cleaved into a Xersa's face as it rose to meet him.

Bullets flew as Nero dropped to a lower ledge, her rifle shifting into a smaller configuration for rapid fire purposes. More Grimm surged to the surface and were cut down by Rosso's complex and unorthodox attacks and Nero's storm of bullets.

Moments later, Rosso walked among the dissipating bodies of the Grimm. Seven of the Xersa showed themselves before realizing the sand was too shallow for them to dive back into. "Simple". Rosso exclaims. "When your opponent lacks maneuverability on stable ground, there is hardly a challenge. This Mission is a success. My power is truly terrifying!"

Nero pulled up her visor exposing her violet eyes and sighed, lowering her gun. "It's really surprising that they fell to a force like this... Even with only one Huntsman with them, you'd think they'd have fared better."

The plateau shook as Nero finished her thought and the maw of a Xersa nearly eight times the size of the others erupted from the ground just outside the plateau. It reared up giving out a cry like grinding metal and bit down into the plateau, causing a cascade of falling rock to fill the open center.

Nero screamed and Rosso raised his weapon, shifting it into a bo staff with weighted ends, sand flowing around it as he leapt to Nero's side.

The massive Xersa Prime bellowed it's grinding cry and then recoiled from the plateau, black mist leaking from wounds on either side of its mouth. One of its thin deformed arms reared up as if to lash at the structure and then broke away, dissolving as it fell to the ground.

"So this is why" Ochre said as he walked out of the billowing sand. He took a pose, his sword in hand, the slightly visible Aura of his Trance flaring around him. The creature reared back, falling toward the sand. "Go!"

Ochre rushed forward and simultaneously Grey leapt from the plateau. The rocks and debris behind them erupted as Rosso burst forth, the same light surrounding him as Ochre. The sand in the area writhed forming chains. The chains latched to the beast and held it up as Ochre slashed up its belly, with the wound freezing and a spike of ice forming up the creature lengthwise. Grey landed on the Grimm, and a black shadow resembling a fully grown Ursa, a large bear-like Grimm, rose over him, slamming into the Xersa's boney face and cracking it. Grey's Yellow eyes shone as his sclera darkened. Both he and the shadow Ursa roarin in unison as they crashed down onto the opposing creature.

The Xersa fell fully back and crumbled to the ground with a heavy earthshaking thud. "Finish!" Ochre called out and the four of them lined up, Nero clambering out of a space in the rubble that Rosso left behind. All four Aura's burn bright in Ochre's Trance and simultaneous blasts of differing types wash over and through the Grimm, shearing it apart.

There was a collective sigh as weapons were stowed, auras dissipated and conditions were checked. "Well done," a voice said. The four stood at attention as their instructor from Shade Academy walked up from the remains of the plateau. "A little more hunting to be sure but I think it's safe to call this operation and mission a success".

"Thank you, sir" Grey said in a respectful but lethargic tone. "Any word from the Academy?".

"Yes Grey. Since it looks like we'll be back in time, you four have a different kind of mission pending".

The group looked at each other. "Which is?" Ochre asked.

With a smile, the instructor chirped. "Team GRON will be representing Shade Academy in the Vytal Festival this year".

Chapter 1: The Vytal Festival Round 1- Meet Team GRON!

"Ladies and gentlemen, WELCOME TO THE VYTAL FESTIVAL TOURNAMENT" Professor Peter Port's voice echoed around the stadium, amplified by the microphone he was eagerly shouting into.

"It has the makings of a great one. Our first competitors are already in the arena" Doctor Bartholomew Ooblek followed up.

"Indeed, for the opening portion of the team rounds we have Team VOID from HAVEN academy, and a late entry, team GRON from SHADE!" Port's enthusiastic introduction is met with cheers as the two teams take positions across from one another on the battlefield.

The two teams face off at the designated distance in the arena's central portion. Haven's team in their general combat gear, all dark colors, adjusting the weapons they had and doing final checks. Across from them, team GRON stood in a quiet line, all wearing long tan cloaks that obscured their appearance.

"What's the deal with those cloaks I wonder" Port input over the PA system.
"Those are sand cloaks, protective wear utilized in Vacuo and other desert climates as w-"

"FASCINATING, and the arenas for the round have been set" Port interrupts as Oobleck gets into his explanation. "For each set of competitors there will be two randomly selected terrains which will comprise the fighting stage".

"Quite right" Ooblek continued, clearly swallowing his irritation at being interrupted. "The fighters will have free reign of these areas, however should they step beyond the boundaries of the ring, or thier Aura's drop below fifteen percent, they shall be retired.''

The outer ring of the arena flipped, revealing the randomized terrain. Behind team VOID, an icy plain and glacier rose while the ruins of a city locked into place behind GRON. "On one end we have a glacial region similar to various areas in Atlas" Port excitedly states.
"Yes, and on the other we have a scattered and ruined cityscape" Ooblek says "an all too common sight across Remnant, and one our competitors will have to learn to take advantage of no matter-"

"AND THE FIGHT BEGINS" exclaimed Port, once more cutting off Oobleck's explanation.

The competitors dropped to combat stances, all but one who preemptively charged forward and tossed his sand cloak aside, revealing the red and white leotard he wears beneath, the stadium lights glinting off his half-helm as he struck a pose in the middle of the arena. Behind him a series of flashes and jets of flame shot into the air, consuming his discarded cloak. Holding his scroll he laughs and proclaims to the audience over the P.A. system "GREETINGS FROM SHADE ACADEMY. I AM ROSSO STRIDE OF TEAM GRON AND I AM HERE TO BRING YOU THE MOST SPECTACULAR SPECTACLE THE VYTAL FESTIVAL SHALL EVER SEE!"

The boy shouting his proclamation was met with stunned silence, even the Professors from their commentators box were unsure of exactly how to respond. However a small figure from the other team was not stunned as the rest. Darting across the area, his tailed jacket trailing, he rushed in as his gauntlets locked into place, raising his arm for his attack. Another of the sand robed figures also moved during the confusion and darted in front of the attacker. Throwing his robe in front of him, he blinded the opponent and caught his gauntleted attack in his own gauntleted hand. He then flipped his adversary over, the cloak wrapping around the slim boy as he was slammed to the ground.

Standing, the larger boy from Vacuo turned quickly, the orange sash around his waist flipping a bit as he then grabbed Rosso across the shoulders and ran dragging him into the Ruins, where their other teammates had already vanished. Another moment of silence passed before the crowd cheered loudly at the exchange they had just witnessed.

Recovering, Port began commentating "Unbelievable. What did we just SEE!"

"As it happens I have some notes that were submitted to me before the fight began." Ooblek answered rapidly. "It seems that was a member of team GRON named Rosso Stride, the one who helped him was probably Ochre Kahn. They are 2nd year students and apparently one of the more advanced teams the school currently has to offer. Without getting into too many specifics their team has a clean record and has taken on more missions than their young age would indicate, their late arrival being the result of a mission that nearly took too long for them to make the required travel to..."

"Yes, yes" Port interjected, "BUT WHAT JUST HAPPENED!"

As the two bickered, the other team had gathered and freed their member from the cloak. Mostly by watching him rip it to little shreds. "I'LL KILL THEM" the boy shouted as he rose, a heavy growl in his voice. His short but wild black hair ruffled in all directions, the yellow of his eyes flashing as his anger flared. "I can find them... I can-" another of his teammates hit him on the head with a walking stick.

"Calm down" the smaller, pale boy said, his clean black and blue pinstriped suit an odd juxtaposition to the rest of his team and the battlefield they stood upon. "Vesius, what do you think?"

The answer came from the even paler boy beside him. The deep black of his glasses and robe making his pallor look almost sickly. "Seems they think the cityscape will give them an advantage... funny that we want the same thing. Idris, you and Orion need to make a ruckus. Right Damion"?

"You really shouldn't be asking if your orders are right... Mr. team leader. '' the suited boy replied, adjusting one of the buttons on his cuff.

"Right". Vesius Peryton stepped to the side and pointed. "GO"

In the city ruins, Rosso was dropped by Ochre unceremoniously on his rump. The clearing they stood in was poorly visible to the crowd, but they could hear Port reassuring the crowd that camera coverage within the buildings would keep them aware of what was going on if they would turn their attention to the screens. Ochre had pulled out his scroll and was talking to it. "In Position".

Rosso stood, brushed himself off and turned as the scroll responded in Grey's voice "Got it. They haven't moved yet, seems like they're planning. Hold position until the signal".

Ochre put his Scroll in its spot, tucked just under the sash at his waist so he could grab it but it wouldn't interfere with his motions.

"I think that went well" Rosso said as he pulled his metal bar out of it's holder at his side. "Though we could use a spot where we can be seen better".

Ochre looked over, his green eyes showing a hint of irritation at his friends lackadaisical attitude. "You know better. We get good terrain like this and you still showboat like that."

"Well it bought Grey and Nero time to vanish didn't it"?
"Maybe. Still reckless... one of these days-"

Before Ochre could finish his thought, a loud rumbling was heard and the building in front of them burst open, bits of it flying everywhere as a veritable giant of a man riding some strange motored polearm burst through the concrete structure. "Found you" a slow but bright voice called over the riotous sound. As he did, the shadow of something rushed out of the hole behind him and straight at Ochre, who barely had time to react before being slammed into another building and was gone, leaving Rosso with the opponent. Without missing a beat Rosso struts forward with an enormous grin on his face.

Ochre felt impact after impact as he was pushed through the concrete and drywall from one side of the ruined building to the other. As he burst through the outside wall on the other side he pushed back, launching himself away from his opponent. He flipped in the air, then slammed his clawed gauntlet into the ground to kill his momentum and dragged himself to a stop, tearing rends in the arena floor.

Upon stopping, he stood and pulled his scroll from its fold in his sash, his teammates frantic conversation already audible.

"..st sight of him. I'll reposition and..."

"Hold on" Ochre said, cutting through Nero's frantic stream of reports. "Stay where you are and backup Rosso. I've got this. Repeat, backup Rosso, I've got this".

"Roger" the scroll responded, two voices answering in near unison. Ochre was already stowing the device however, while a cold laugh lifted up from the rubble and dust of the building he'd just passed through. His opponent from Haven stepped into view; twinned gauntlets gleamed as he stepped into the light, the size of the weapons adding considerably to the boy's smallish frame.

"You sure about that?" he growled through an unveiled sneer. "I'd be insulted, but I want you all to myself anyway, so it works for me".

"What's your name?" Ochre called, interrupting the other boy's thoughts.

"Eh?" His opponent responded, a moment of silence before he smiled wide, his eyes becoming visibly furious. "One of those huh. Fine, I'm Idris Beo" he said as he leaped forward, claws extending from the backs of his gauntlets as he swung them. "AND I'M GOING TO TEAR YOU APART!"

Rosso widened his stance as his metal rod unfolded, cycling through its staff form and extending, a drill bit and gears locking at the end becoming a long spear.

"I am Rosso Stride. And you?" He asked, his cheery voice booming clearly.

"Me?" the larger boy asked, a look of confusion twisting his flawless features. The confusion lasted only a moment and a smile nearly as wide as Rosso's replaced it. "I'm Orion. Orion Adams.'' An imposing figure in shiny black armor, Orion stood nearly a full foot above Rosso. So much so that even at the distance they were at it was obvious how much bigger the giant boy was.

Having exchanged greetings Rosso rushed forward, adopting a low stance as he ran with his spear off to one side. Orion hoisted his own polearm, pulling a cord as he did, the chainsaw on the end roaring to life. As Rosso moved in, Orion spun the staff of his weapon, and brought the saw blade down toward his approaching adversary.

Without breaking stride, Rosso flipped and rolled his spear so the butt struck his opponent's weapon, deflecting it past him as he stabbed the point into the ground. The gears twisted and the haft rotated while Rosso hoisted himself, and with the spin of his staff and momentum from his charge, he slammed his heels square into the larger boy's chestplate, shouting "Twisted Advance!" as he did so.

A dull ring echoed briefly around the arena as Rosso made contact, and stopped dead, propped between his spear and Orion a moment, while Orion stared blankly. Then Orion reached up and wrapped a hand around Rosso's ankles, hurling him headlong toward another building.

Rosso flew threw the air, then rolled up and drove his spear into the building, swung around the pole and flipped up onto it, where he struck a pose. A moment hangs in the air before the crowd cheers, the announcers and onlookers as stunned as Orion at the bulky Rosso's acrobatic display.

Without hesitation Idris Beo lashed at his opponent. His gauntlets flashed as he threw punch after punch at Ochre, ripping through the air so fast it was hard to tell where one attack ended and the next began. Yet Ochre kept a tight stance with his gauntleted arm forward, blocking strikes he couldn't quite dodge.

The onslaught lasted a couple seconds, then Idris threw a kick revealing the spikes on his boots, which tore some of the concrete beneath them up as it arched toward it's target. Ochre leaned and backed up one step to duck under the kick and brought his arm around in a wide open handed swing, aiming for Idris grounded leg.

Idris leapt over Ochre's attack meaning to turn and kick again, but as he did the force of Ochre's swing pushed his balance off just enough to make him change his plans and catch himself. As Idris landed, Ochre stepped into him throwing a left handed punch, forcing Idris to backpedal.

"Astonishing!" Port cried over the speaker system when the crowd calmed just a bit. "Both teams launch fierce attacks, and all are thwarted by stalwart defenses that make this old Huntsman proud".

"Indeed" Ooblek joined in. "But don't look away from this pulse pounding display, it's likely to heat up even more as our powerful participants prepare measures for their precarious predicaments".

From his vantage point Rosso stood taking in the cheers. His ever present smile almost shining with delight. "I am impressed," he shouted. "It is not everyday I find an adversary capable of withstanding the punishment that inevitably comes from being confronted by an audacious entertainer such as I".

As Rosso prattled on Orion had propped his glaive so the butt of it faced his opponent. Rosso stretched and flexed as he continued, and Orion made small adjustments to his polearms position. "Alas the next act shall commence" Rosso turned away from Orion, who carefully grasped the haft of his weapon, a small trigger slipping free of a hidden panel. "Your true mettle shall now be tested", Rosso said raising his arms.

Rosso dropped rotating around his staff by his feet, while at that moment Orion fired the cannon built into his weapon, the wall now above Rosso exploding in a shower of shattered concrete and debris. Rosso rolled forward down the building, ripping his spear from the wall with the motion, and as soon as his feet made contact with the wall, he pushed off and propelled himself toward Orion, a cry of "Dragon Thrust" just audible above the noise around him.

Orion adjusted his polearm angle to fire again, expecting Rosso to be unable to avoid the shot as he came flying directly in.

BANG! A clear shot echoed through the arena, and Orion flinched as the sniper round struck him in the head, pulling his aim to the side, causing his shell to skim past Rosso.

Rosso thrust his spear forward impacting Orion's breastplate once more, and once again the giant didn't move. However, Rosso was not finished. He flipped over, using the impact to adjust his inertia and wrapped his thighs around his opponent's head, leaning to the side as his momentum spun the giant at an awkward angle. Then, tumbling, Rosso flung his opponent into another building. As dust filled the air from the collision, Rosso stood from the kneeling position he landed in, collapsed his spear back to its simpler rod form and again posed, snapping his head away and pointing toward the dome above the arena.

"How was that?! A taste of my Soaring Hurricanrana Throw!" Rosso exclaimed as once more the cheers rained down across the arena.

In the stands, amidst the cheering masses, students from the various academies watched and discussed their potential opponents. Roy Lavelle, Vincent Stone, and Yang Xiao Long looked on with keen interest.

"What do you think Roy?" Vincent asked, running a hand through his mostly brown hair.

"I could take him," Yang interjected. The blonde leaned back her head resting slightly on Vincent's shoulder, evoking a grin from the youth.

Roy looked at the battlefield as Rosso flew about on the screen. "I'm impressed. It's not random either" he said.

Both Yang and Vincent gave Roy an inquisitive look. "But he's all over the place" Vincent complained. "And monologuing" Yang added.

"Yes. But he moved exactly as his opponent did... And did you notice? That sniper shot that saved him. I doubt he'd pull all that if he didn't know he had the backup". Roy's counter argument made the couple frown before looking back to the arena.

"Ok, what about the other one?* Vincent asked.

"I could take him" Yang said, repeating the previous set up.

"The ones with the gauntlets?" Roy asked a look of concentration fixed on his face. "Their fight's pretty impressive too".

The other two rolled their eyes. They already knew that much, even if most of the crowd probably didn't. "Ok now, how about we leave vague town". Yang said flatly.

Roy just pointed. When the others looked back at the arena, Ochre and Idris had separated, and Ochre had begun shooting at his opponent. "His turn." Roy said.

Ochre rushed forward, pellet guns on his gauntlet pelting his opponent as he attempted to close the gap. However the moment he'd begun firing Idris had dropped into a low stance, and energy batteries had sprung to life on his right gauntlet. A field of hard-light expanded along his forearm and was deflecting Ochre's shots. Worse, he hadn't stopped moving, managing to keep distance despite Ochre's best attempts.

"Nice toy" Ochre said as he leapt up the side of a building, using it as a springboard. Idris though simply raised his arm and leapt back again, a wicked grin on his face as he widened the distance between them.

"How about this one" Idris growled as he raised his left arm and dug in his heels. The loud sound of his left gauntlet's SMG mode firing filled the area. A barrage of bullets quickly filled the air as Ochre found himself scrambling for cover. Dropping behind a good sized piece of concrete, probably dropped from a nearby building, he unconsciously put his left hand to the hilt of the katana sticking up over his shoulder.

"Haven's hope has Shade's contender pinned down" Port cries. *While both show great tactics it's Idris Beo who manages to control the distance. An important ability to possess. Why I remember a time when I was pinned down by a pack of Beowolves. It was a dark day and all seemed lost, but by shooting key aggressors as they attempted to approach my position..."

"Yes yes, important indeed" Ooblek interjected, cutting off Port before he could get too far into one of his infamous stories. "However I doubt Ochre is finished here. In fact, I suspect he's got the strength to pull through yet."

"Hmph. You know we're supposed to be impartial right?"

"Yes indeed".

As the commentators argue, Idris fires volley after volley. But before his attacks can punch through the concrete slab, it lifts off the ground as Ochre hurls his cover at his foe. Rolling to the side Idris avoids the improvised projectile, and takes aim only to discover Ochre has vanished. Turning rapidly he finds his quarry bearing down on him from behind. "How" Idris barely had time to utter before Ochre's claw came crashing down.

Idris' shield arm is tossed unceremoniously to the side, leaving him open as Ochre swings open handed with his bare left. Idris backsteps as he has before, a tremendous force pulling past him as he leaps back.

"You've got the strength I grant you. But it hardly matters if you can't...". Idris cuts his talk short as he notices a small tear in the collar of his coat. Looking up quickly he sees Ochre adopting his stance, and the claws extending from his left fingers. Screaming in rage Idris rushes in, his gauntlets shifting for close range combat.

"Ha his turn huh?" Yang scoffs as the bullets fly between the two. "His turn for what, cardio?" Roy barely glances toward Yang, his attention clearly absorbed by the fight. "Man he's serious." she says in a lower tone implying her irritation.

"Well. It is a good fight" Vincent interjects, simultaneously defending his friend while trying to appease his girlfriend. "And look, he's taking over now" Vincent says as the concrete slab flies across the screen displaying Ochre and Idris' battle.

"And whose side are you on" Yang retorts, a slight tinge of red staining her lilac eyes.

"Beacon's?" Vincent answers, shrinking into his chair a bit at the hot-blooded blonde's stare. Yang holds the look a moment then laughs. Vincent exhaled a breath while she was looking away then braces as she slugs his arm.

"You're right, it's a pretty good fight. I hope one of these numbskulls hangs on long enough for me to show them how it's done though".

"Something's missing though" Roy says almost as if to himself.

Vincent and Yang exchange looks before asking in unison "Meaning".

"Well. We're literally seeing only two members of each team. The others probably have to move soon..." Roy states, without looking away from the arena. The low quality of his voice implying he may have forgotten the other two entirely.

Looking over the arena, Grey Stahltrimm adjusted his scope. Everything was going well so far. Rosso was holding his own, with minimal assistance anyway, and Ochre hadn't reported any changes. Glancing over at the large displays Grey quickly checked the Aura levels of all the competitors. Idris and Ochre were both dealing minimal damage, but it looked like Ochre might be edging out his opponent. Meanwhile Rosso remained unharmed, while Orion was down about half. Grey nodded before returning to his scope, then quickly turned his whole rifle, pointing at the darkness of the room behind him.

"Grey", his scroll said through the bud in his ear, Nero's voice calmly cutting the silence. "Got one closing on my position. Might need some cover." The matter-of-fact tone implying no surprise at this development.

"Negative." Grey replied. Slowly he stepped into the room panning his rifle from side to side, searching.

"Wait... What?" Came Nero's reply. Changing scenarios weren't her best suit.

"Sorry. You're going to have to entertain your guest yourself a bit". Grey answered as he approached the center of the room. "Seems I've got some company too."

"Roger, be careful" came her reply. A touch of concern highlighting the end of her answer. Grey sighed to himself, then turned quickly, pointing his rifle into an apparently empty corner.

The dust began to settle as Rosso turned to where he'd flung his adversary. The crowd quieted as he ceased his bows and returned his attention to the fight. The tension rose rapidly as he slowly stepped toward the wreckage. Then the rubble shifted and bits were sent flying at random, adding to the cloud of dust that had begun to permeate the area they were fighting in.

Loud clunks were heard as Orion stumbled into view, bits of his armor dropping to the ground as he unlatched them. His breastplate had a large twisted hole in the center.

"Damion is going to be mad," the giant said in a sad tone. Removing the breastplate and finally his gauntlets he revealed a well muscled but badly scarred torso beneath.

"I'm afraid this is only the beginning" Rosso replied, shouting to be heard as clearly as possible by everyone. "But I promise to do what I can to make this Damion understand this isn't your fault, after all I am too great". Rosso's statement is swallowed as Orion once more revs his glaive, a second smaller saw shifting into place at the butt of the staff. As it does, Orion stands straight before leaning forward with his weapon at the ready.

The large boy's imposing figure swells as his muscles ripple and a faint Aura of deep purple becomes just visible around him. He bellows loudly, something a bit out of character and rushes forward.

"Don't close those eyes ladies and gentlemen as another fierce clash is about to begin!" Prot exclaimed excitedly over the PA. "Bearing down on Rosso and half his reserves already spent, you can be sure that Orion's counter-offensive will be spectacular"!

"No doubt" came Oobleck's follow up. "But with Rosso standing in near perfect condition I don't know what his glaive swinging adversary can do. After all his...". Oobleck trailed off unexpectedly. A small sound of feedback clicked over the PA, and had anyone been looking at them a visible scuffle broke out as both commentators frantically checked every instrument they had and contacted tournament support. Then the PA clicked back on. "An apology" Oobleck began, "after noticing something strange we checked all measurement devices and are assured they are functioning properly.'' In response to Oobleck's reassurance everyone instinctively looked away from the fight, and witnessed as Orion's Aura reading steadily increased from near-half back toward full.

His engines revving at full speed Orion crashed toward his enemy. The imposing figure of the boy grew paler and his scars became more visible, almost like they were becoming fresher, as he approached. With his trademark smile still in place Rosso stepped forward to meet him, spinning his weapon into staff mode.

"Come," Rosso said in his clear deep voice. As he did the dust in the air moved in response. It drew in and danced around Rosso and then spiraled around his weapon. When Orion drew close enough he struck with his glaive, and Rosso met him head on shouting "Cry, Mourning Stars!" as he did so. A heavy crash and the two stood motionless, Orion's chain stymied as two large spiked balls had formed on either end of Rosso's staff.

They stood and exchanged blows a moment, each swinging and twirling the staff of their weapon. Whenever they struck the heads of Rosso's weapon would be torn apart, and reform a moment later. Each time the engines of Orion's weapon would sputter and roar, until finally they stalled. When they did Orion pushed forward, and Rosso matched him pressing the staves together. Both men held their ground, then Rosso gritted his teeth and pushed harder. Orion slid back slightly as the muscular Rosso strained to overpower him.

Nero Sable Angela let out a sigh. Watching Rosso fight often made her nervous. Even though he wasn't fighting Grimm this time she couldn't help worrying. Her big teammate just loved showing off so much. Which she supposed made a tournament like this ideal for him. Unfortunately, she wasn't going to be able to cover him much longer. Turning away from the window she had been aiming through she collapsed her rifle from sniper to assault mode. "Come in" she said after adopting what she hoped was a threatening posture.

"This is different" the pale boy said as he walked through the doorway. "I don't often receive invitations unless I'm expected". He projected an air of supreme confidence, unfazed by the weapon she was aiming at him. "Shall we make with introductions? I believe that has been your group's Modus Operandi, right?"

"Um..." She wasn't sure how to respond. This person was an enemy, and not a weak one Nero suspected. However that didn't mean she should be rude. "I'm... Nero. Nero Sable Angela" she finally decided to say.

"Angela?" He asked, Leaning forward as he did, causing Nero to jump slightly in surprise. He was looking her over, taking in her brown ringlets spilling over her shoulders from the hood of the cloak she still had on. "Lovely name. I do believe it fits the lovely lady".

"You haven't told me yours" Nero said, her cheeks lighting up a bit. It was dark and she doubted he could see, but it still flustered her that he'd provoked such a reaction.

"So I haven't" the short ginger boy said. Sweeping into a deep bow, he said "I am called Damion. Damion Mephis but you could call me..." He rose suddenly, having slipped forward during the performance, and leveled a large revolver at her as he did. "...Master". He smiled as he finished his introduction and squeezed the trigger.

The roar from his gun was almost as deafening as a round from her rifle. The bullet tore into her shoulder, ripping her cloak to shreds as she dived to the side. The impact was terrifying and Nero couldn't help screaming in the commotion. She fell and rolled to the side firing apparently at random a second. Then she rolled behind a table that had been turned on it's side.

"Sorry" Damion's voice said once the room had quieted. "Povos is a bit heavy handed with introductions" he stepped lightly as he spoke, careful to hide the sound of his footfalls behind his confident tone. "Normally I'm much more cordial, especially to the pretty ones". The hammer of his hand cannon clicked. "But this is a tournament". The air shuddered as he fired, blowing a chunk of the table apart. "So I can't be playing favorites" he finished.

"That's fair" Nero said, doing everything she could to keep from screaming. "I can't really be playing around either". She popped her gun over the table and unloaded several rounds without looking. Then leapt through the open window, a shot from Damion blowing apart the frame above her as she did.

Damion crossed the room, loading his gun and glanced casually out the window. There he found a small hook embedded in the sill. A rope descended to Nero who was rappelling down the side. With an irritated grunt Damion used the spikes on Povos to rip the hook from the window, only to find she'd already put another on a lower window. Aiming down at her he said "Clever girl". Then a whirring sound revved up behind him. Turning to look, he saw a few floating spheres in the room beginning to glow a bright red.

The upper 3 floors of the building erupted in flames as Nero dropped to the ground and disengaged the grapple lines from her harnesses. She looked up quickly to assess the damage, as something shot out of the top window. Damion emerged, surrounded by blue flames, the blue pinstripes of his black suit glowing. With a motion he directed them, and the flames made a path that froze into a thin slide of ice. The slide shattered and fell to the ground behind Damion as he rode it to another roof nearby. "VERY clever girl." he muttered furiously as he got to his feet.

"Hello" Grey said as he panned his rifle around the room. It wasn't a large room, but so far he saw nothing. "I'm Grey Stahltrimm, you?". If anyone saw this they'd likely think him crazy, thankfully he'd made sure no cameras were present when he set up. "Not the talkative sort? Ok then" Grey turned and fired his rifle. The shot lit up the room as his dust enhanced projectile blasted through the wall leaving a smoking hole. During the commotion he saw a momentary shadow and heard stumbling. Smiling he clicked the release and disassembled the rifle.

As he did, he heard a click and moved just to the left as a sharp metal point zipped past him. Ducking he moved into a beam of light coming from a window. Looking quickly around the room he once again appears alone. "That was close" Grey said aloud as he unsnapped the cloak from around his neck, revealing the large shoulder guard he wore. The three pipes extending from it adjusted as he uncovered them. "Better" he said. As he did the metal point zipped at him again. This time he parried it with the pole in his left hand, which used to be his rifle barrel. Sparks lit the area as the two weapons intersected.

Grey pointed the pistol in his right hand and fired twice, the point withdrew, a twine of darkness wrapping around it as it fell out of view. Smiling grey said "Got ya there didn't I". Still no response but Grey smiled. "You're probably wondering how I'm managing, well it's my semblance, you see I'm a sensor type". Grey locked his eyes on a point, following something he couldn't actually see. "Part of my semblance allows me to detect Grimm. Now you may be thinking, 'I'm not a Grimm' and you're correct. Thing is I can also sense what attracts the Grimm. You know what that is?". Grey smiled and waited a moment in silence. "Negative emotions".

Once more a small click as the small point zips from out of sight at Grey. This time it was accompanied by two daggers that flew along odd trajectories. With a flick his pistol mecha-shifted into a small tear shaped dagger of his own. With very precise movements grey deflected all 3 attacks, utilizing both his weapons and his shoulder guard to do so.

"You got up here without tipping me off. But every time you prepare to attack there's a spike in your emotions. Like you have to psych yourself up. And as I've been talking you've become more and more anxious." Grey shifted his dagger back into pistol form as he spoke. "See you're a stealth type, so I'm guessing you're used to hunting others. You probably even get off on the fear and anxiety your targets feel. I get that. Thing is my semblance has another component. One that will teach you exactly what it feels like. When the Huntsman..."

As Grey ran through his spiel his opponent, Vesius Peryton, hiding in the shadows considered his options. He figured Grey couldn't really see him or he'd attack rather than focusing on his defense so much. But while he tried to figure out what to do he heard breathing. He turned to look at what he thought was a wall behind him. There he saw the face and jaw of what looked to him like a Beowolf. It glared at him, drooling. The yellow of it's eye stared straight at him and at that moment he lost his composure and jumped away. As he did, he entered the light Grey was standing in and Grey leveled his pistol at him.

"... Becomes the Hunted" Grey finished as he fired his gun point blank at his now visible opponent. Who recoiled at the sight of Grey's then Grimm yellow eyes. Wounded, Vesius leapt through the window. Grey watched as his adversary deployed a glider of some sort, then assembled his rifle and took aim. The vents on Grey's shoulder aligned and began to glow as he lined up his shot. Grey squeezed the trigger, when the building Nero had been in blew. Grey jerked as his concern for Nero overwhelmed his sense, causing his shot to graze his target, ripping the glider and tearing it's rider on an odd course. Grey watched as his opponent attempted to use the ruined glider and some wires he somehow tossed at buildings to right himself, then to control his landing.

"And Team Void's leader Vesius Peryton successfully arrests his fall and lands safely!" came Port's excited play-by-play. "Unfortunately it appears he landed out-of-bounds".

"Indeed a shame. But a good effort. Now how will this affect the rest of the match" Ooblek followed.

"First blood" Yang cried triumphantly before dropping back into her seat. Glancing at the boys she was sitting with she added "took them long enough". The grin on her face told a different story from her snide comment. Vincent just smiled and celebrated with her. Roy looked intensely at the screens. "Come on prince, nothing? I mean the 'missing elements' just made one hell of an entrance, shouldn't that get SOME kind of reaction?"

Roy sighs heavily at Yang's remark, then punches Vincent hard in the arm. "Ouch" the youth exclaimed as Roy returned to watching. "Uh Yang..." Vincent says somewhat timidly. "Roy says to cut it out..."

"Oh really?" The Blonde replies, a mischievous glint in her eye.

Swallowing Vincent nods. He wasn't sure what or when, but he was sure he was going to pay for that later. But just then the tall building that Vesius had come out of began exploding. Floor after floor, window after window, blast after blast, like a row of carefully placed dominos.

"What is this!" Exclaims Port.

"I'd say a Cascade effect. Incendiary devices of some sort placed in such a manner as to result in a chain of explosive reactions! The only questions are, who set them, and who set them off! I believe the status screen can enlighten us a bit". Ooblek retorted rapidly. Even as he did Grey's Aura drained quickly, stabilizing just over 10%.

"Just like that our 2nd competitor is brought low, an unbelievably quick set of eliminations out of the blue" Port announces.

"One might call the preceding minutes... Explosive." Yang said happily.

Leaping across piles of rubble ignoring all the chaos going on around him Idris focused solely on his target. Once more he closed the gap, coming in just to striking range. Then he activated his semblance , and three additional forms leapt around, each identical to the original. They surrounded Ochre and began assaulting him with rapid punches. The claws extending from the back of his gauntlets flashed at blinding speed as he railed his adversary. He laughed as the onslaught continued. Ochre's speed might be able to contend with his, but not with attacks from all sides.

Idris backstepped and his clones faded out. "Having fun kid" he jeered. "I'm having the time of my life over here. How many more you think you got"? He laughed at his own snark as he stepped, keeping himself limber.

"I'm doing alright". Idris froze at Ochre's answer. "Getting fairly annoyed at your fighting style, and down right pissed at your attitude". Ochre clenched his fist and a blade extended from his gauntlet over the back of his hand. "Oh and used to your semblance. Getting there to".

With a growl Idris launched forward, dividing into four as he did, each moving around Ochre in a different direction. Ochre stepped forward and threw a right handed punch. The form of Idris he swung at maneuvered around the attack, a vicious sneer on his face. But as he did Ochre snapped his hand back, the blade continuing on an extending chain. Then he rotated his stance and whipped the Idris that had dodged him slashing the blade across its face. The form shattered almost instantly.

The other three closed in, but as they did Ochre swung his arm around, a faint Aura flaring around him. With a burst of speed he whipped the chain around, shattering another of his opponent's and wrapping the chain around a third. Then he turned and flung Idris at himself the two collided and crashed to the ground, one shattering like glass and vanishing.

Idris looked up as he moved to get to his feet and saw the status monitor. It claimed he was nearly down half his Aura. Not the best but he felt a bit banged up so he believed it. But Ochre's aura, he noticed, was nearly twenty percent higher. Idris rose nearly howling as he screamed with rage.

A loud gunshot silenced Idris. Both he and Ochre turned to find Damion standing on a nearby structure. Ochre responded by immediately firing his pellet shooters. Idris, however, rushed in the way his shield already powered.

"Enough playing with your food" Damion said. His tone and face hinted at his irritation. "We're down a man and the girl got away".

"He's tough to chew" Idris growled.

"That so" Damion responded, a dangerous look in his eye. "Perhaps once he's more tender then".

"Hey!" Ochre shouted. "You said girl. What did you do to Nero?".

Damion fired a bullet which Ochre deflected with his gauntlet. "I do believe I was not talking to you!" he said. "No matter, my dealings with miss Angela are hardly your business. In addition to that, you've got more, let's call them 'pressing' matters. Idris" Damion lifted his hand pointing his pistol away, "kill him".

Without hesitation Idris leapt forward splitting into his pack as he did. When Ochre tried to move he found moving to be painful. Like each nerve was being overloaded by the signal to move traveling through them. Ochre spotted a small yellow symbol floating just at his peripheral vision. It surged with a small electric aura that pulsed in time with the pain he felt running through him. Then Idris was on him.

Repeated attacks from all sides cut into Ochre. He moved and blocked as well as he could, but the pain dulled his movement. It was almost like being electrocuted.

When Idris backed off Ochre dropped to one knee. "What... Did... You... Do..." He said as the pain continued, the sound of his voice barely making it through his gritted teeth.

"Nasty little hex that one" Damion replied. "See, to put it in basic terms, I've hooked your nerves up to lighting Dust. So now whenever you think "move" you get shocked. Overwhelming isn't it"? Daimion tittered as if the thought were highly amusing.

"Not... To... Me..." Ochre managed. "To... Her...".

"Oh...OH" Damion exclaimed. "You really think that's what you should be worried about"? Damion waved a finger back and forth. "With my hex inhibiting your actions, and Idris vicious assaults shouldn't you be more concerned with yourself. Speaking of which" Damion looked at Idris as he finished.

Idris stepped forward, a wicked grin on his face. Then a single heavy shot rang clear through the area and Idris was knocked off his feet. Emerging from an alley Nero ran toward Ochre, her weapon switching form and firing rapidly at Damion and Idris' positions. Damion stepped down, using Dust to control his decent and took cover from the storm of bullets. Idris lay motionless where he landed.

"Ochre" she cried as she got close, but a barrage of bullets stopped her short. Scrambling for cover Nero returned fire while stumbling and rolling to evade the incoming attacks.

"Nero! Stay back." Ochre commanded. The symbol of the hex flared and sent more pain surging through him. Despite that he got to his feet. "HEY! You.. aren't... Done with... Me" he shouted.

The hail of bullets subsided as Damion stepped back into view. The cane he carried had morphed into an SMG. "You are mistaken" Damion said with a slow saunter. "My business is with the little Angel. Idris. '' At Damion's call Idris popped up and spit Nero's sniper round to the ground. "Unless you think there's something else"?

Ochre dug his heels in and shouted at the top of his lungs. Electricity began to arc around him a small amount. Damion and Idris laughed at his exertion. Around him the faint Aura flared to life, becoming more visible and more disrupted. The electrical current dancing in it as the color changed from white to orange.

Damion's mirth melted into a look of concentration, then fury. "Finish him!" He shouted, snapping at Idris. In response Idris rushed Ochre splitting as he went. However his rush was answered by a barrage of bullets from Nero.

Ochre's hair spiked until it looked like he had ears sticking up from it. His teeth and claws became more pronounced and he yelled louder and louder until he was roaring. The symbol of Damion's hex cracked and shattered and as soon as it did Ochre rushed forward and ripped through Idris' clones. The blinding display was over in a moment, leaving Idris grounded and onlookers stunned.

Rosso pushed Orion back. Their clashes had proven him swifter, stronger, and showyer. Orion seemed at a loss. Continuing to swing his glaive, even though his saws were no longer functional. Continuing to push, although Rosso was winning. Continuing to clash, as if he could consider no other option. Rosso pushed more. Then Orion pushed back.

The black aura surrounding Orion intensified and he pushed Rosso back. His scars puckered, his skin paled, his eyes sunk and his features shifted. The more he pushed the worse he looked. Then with a ferocious heave he hoisted Rosso from the ground and once more flung him away.

"Incredible" Port said as Rosso flipped in the air and landed. "Where had Orion dug this strength from, how much more does he have, and... is he going to be ok?"

Rosso rushed once more at his opponent. The decaying giant hoisted his weapon for a counteroffensive. When he drew close Rosso spun his weapon, quickly shifting it to spear mode, and sand began to whirl around the tip. Orion's attack came from overhead, swinging his glaive straight down toward Rosso, when the acrobatic brawler slid under it and used his spear to lift himself into the air, vaulting over Orion as the whirling sand and gears of his spear spun him around. "Twisted advance REDUX" Rosso cried as he landed on his foes shoulders.

Orion reached for Rosso. Unfortunately for him the sand and debris spinning around Rosso had formed chains and manacles, that hung from his spear and now attached to Orion's limbs. With a gleam in his eye Rosso dropped and with the chains hoisted Orion from the ground and whipped him in a circle.

"Amazing. Rosso Stride from Shade is now utilizing centripetal force to overwhelm Orion Adams." Ooblek said excitedly. "Such a display shows a keen understanding of physics and could only be performed by a well practiced fighter of a caliber that all Huntsmen should aspire..."

"Hrmph. Looks like he's just showing off to me." Port interjected. "And where did he get those chains"!?

"That would be a function of his Semblance, called Debris according to this detailed description he submitted before the fight" Ooblek replied

"You mentioned that before, what exactly did he give you?" Port asked.

"I'm glad you asked Peter. What I have is a collection of notes on team GRON as submitted by Rosso himself. They include a basic idea of the teams tactics, a summary of their personalities and experience, a Full rundown of each Semblance with particular detail given on Rosso's, and a history paper. Not bad really I graded it during the fight and gave it a B+".

Rosso's chains broke and Orion was tossed into a building. Rosso raised his arms and walked a slow circle, taking in the applause. At the end of his circle he approached the cloud of dust that marked Orion's landing zone. "I do understand if you've given up" Rosso said loudly, "After all against the astonishing ME it's simply acceptable that one would have to face doubt eventually. However you shouldn't be upset with yourself. Your strength and toughness have impressed me. Be proud for-"

Rosso's speech was cut short when Orion's hand came from the dust and wrapped around his face. Orion rose from the cloud of dust, lifting Rosso from the ground as he did. "So... Hungry..." He muttered. The crowd fell silent at the sudden change in the arena, and then gasps were heard as they noticed Rosso's Aura indicator, which had not moved any noticeable amount the entire fight, suddenly began to deplete. At the same time Orion's began to fill once more, though at a slower rate.

"OCHRE!" Nero called as she emerged from her hiding spot and ran toward him. Ochre let out a sigh and walked over to her, turning his back on their enemies. Damion had a look of deep rage fixed on his face but took the opportunity to approach Idris' fallen form. "Ochre, Rosso... he's... It's bad... see, he was fine, but then suddenly... his Aura... and I'm not sure how... but It's happening really fast... and... and Grey's down... and I don't..."

Ochre put his hand on Nero's head and she stopped frantically waving her arms and speaking to fast for him to understand. "Calm down a little ok?" he said, his tone softer for her than it had been for anyone else thus far. "Now once more, What's wrong with Rosso"?

Nero took a breath, blushing a little from the exertion. "Um... Rosso. Right, Rosso's in trouble" she said.

Damion kicked Idris in the ribs and the faunus coughed as he got to his feet. "Sounds like Orion is finally getting his job done" Damion sneered. "Perhaps you should too". Putting his hand on Idris shoulder Damion activated his semblance and a blue symbol rotated around Idris. Small amounts of mist began to come off of his gauntlets and legs, and a faint blue aura coated him. "Last chance though. Mess up and I'll make sure you regret it for quite a while mut".

Idris looked at Damion as he said this, evened out his labored breath and nodded. No use arguing when the veneer of polite language had fallen away from Damion. He cracked his neck and then ran to the side circling his quarry. Round and round, faster and faster, and then he split, his wolf pack surrounding them.

As Idris closed in Ochre looked at Nero with a small smile. "It's ok. We're linked right"? She nodded. "Ok. I'll trance him, then we deal with this. You ready"? She wiped her eyes then nodded again with a look of resolve on her face. Ochre's Aura flared to life again, and as it did so did Nero's, as if in response. Damion opened fire with his SMG.

As Orion lifted Rosso from the ground the putrid aura that surrounded him surged. His visage began to clear, slowly as he drained the Aura from his opponent. But to his surprise that enemy didn't seem to despair. In fact Rosso had begun chuckling against Orion's hand. Orion looked up at him, and Rosso looked back. Behind the slits in his helmet Orion could just make out one of Rosso's eyes, and it seemed to be glowing a bright pure blue.

"Well friend it's come to this" Rosso said as he reached up and grabbed Orion's wrist. He squeezed with such force all at once that Orion's grip broke. "I'm sorry it has to end this way" Rosso said as his Aura began to glow a deep red, matching his leotards shade. "But from here on, you're going to have a bad time". Then Rosso kicked Orion in the jaw and a surge of dust lifted his weapon from the ground.

Taking his spear in his hand Rosso switched it back to its standard rod configuration and the dust and debris in their area all began to move and swirl. Orion staggered back as Rosso lifted a hand and the dust converged beneath Orion. It rose forming a large and intricate Pillar. The boy's eyes widened with surprise as he lurched into the air. Nearby more pillars began to rise, similar designs covering them. Rosso walked over to the one Orion was on top of and struck it with his weapon. Then it cracked and began to fall, Orion leapt from it as it did, trying to get away from the dust that was obviously under Rosso's control. But Rosso ran up the pillar as it fell, and the dust broke apart behind him and swirled around his weapon becoming an intricate and snake like long sword. He ran up the Pillar to Orion and swung, sending his hulking opponent flying toward the next pillar, and then followed suit as the last of the first pillar flowed into his weapon.

Idris and his pack howled as they closed in on Ochre and Nero. Bullets flew as Damion laid down covering fire, and Nero tried to dissuade his approach with her own gun. Idris came cose and Ochre released the blade and chain from his Gauntlet, allowing his Trance to kick in again, the faint white aura reforming before he began lashing out.

Ochre wrapped the chain around one of Idris thin waists and swung the offending clone into another. They cracked but did not shatter, and quickly leapt up back at him. A storm of claws and bullets took up the area, and all onlookers watched in silence as the tense battles unfolded.

Rosso slammed Orion from pillar to pillar, each adding to his weapon as he brutalized his enemy. The Pillars crumbled leaving behind only the bases, and finally all were demolished. Rosso landed and sat in a throne built into the base of the central pillar. Orion fell from the air a second later, landing prostrate before Rosso who had leaned his sword against himself as he sat. With a smile as wide as any and his Aura burning fiercely he laughed. "So another falls before the Pillars of Nosgoth. Learn as all before you have had to, that I am unstoppable, for I am Rosso Stride"! Rosso's last pronouncement is drowned out as the Light of his aura fades and the crowd cheers louder than ever before.

The cheering stops as Ooblek and Port attempt to commentate over the crowd. Announcing in vain that both Orion and Rosso have dropped below the fifteen percent minimum threshold and are now out of the round.

Rosso leans back as his sand constructs dissipate and blow away. "Guess it's on you now partner" he says quietly before dropping backwards onto the ground. "Show them... something they'll never forget.''

Idris laughs at the top of his lungs as he frantically tries to rip Ochre to pieces. Damion walks forward firing barrage after barrage at Nero. Nero drops in cover and Ochre stumbles as Idris backsteps, his clones finally dissipating. Team VOIDs remaining members then close in on team GRONs last standing fighters.

"What do we do" Nero asks, a clear tone of panic in her voice. Ochre, breathing heavily stands back up, simply not willing to go down. A loud shot is heard as Damion fires Povos the shot penetrating the bit of cover and pinging off Nero's gear.

"Got you now my little Angel" Damion says. The symbol fades from Idris it's effects vanishing almost instantly.

"Boss?" Idris intones, a hint of worry in his growl.

"I saw something interesting, just go this should do it" Damion answers in a tone that brooks no argument.

Idris does as he's told and rushes forward. Ochre reaches forward to try to dissuade the wolf, and finds himself coated in a layer of ice, chilling him and slowing his movement. Glancing around quickly for Damion's symbol he finds nothing, and Idris collides with him, clawing and punching him, laughing as he does.

Damion walks past their fight and around the cover to find Nero on the ground, the symbol of his hex over her and icicles forming around her frame. "Being able to share effects is an interesting ability you have there deary" Damion said, his smug tone restored. "But I bet you never expected I'd use it against you. Any last words?" he asked as he leveled his revolver at her face.

Then Ocher and Nero's Aura's flared once more, becoming brighter and more violent. Ochre reached out and slammed Idris so hard he went flying, and then chased him passing him as he sailed through the air and struck again changing his direction. Damion turned averting his eyes as Nero's Aura burned brighter than he could handle before darkening from the purest white to a deep black. The Girl stood and grabbed his pistol, twisting it to the side as it fired so the bullet missed. The Symbol above her shattered as her Aura hit its peak, and she smiled a wicked smile. Twisting further she pulled Damion in and punched him hard across the face. He bounced back a bit but immediately prepared to fire again, when Idris unconscious body slammed into him.

Nero stuck out her tongue as Damion was dragged away from her, and then Ochre was on top of the mass of VOID's Bodies. He used his massive strength to send them flying again and again, until they slammed full force in the wall of the stadium.

"W-WHAT AN ASTONISHING SIGHT"! Port cried into his microphone, the cheering in the arena reaching its highest fever pitch yet. "THE WINNER OF THE FIRST ROUND OF THE VYTAL FESTIVAL TOURNAMENT IS TEAM GRON FROM SHADE ACADEMY"!

Chapter 2: On Beacon Grounds

Applause and cheering continue to fill Amity Colosseum . Even as the members of team GRON and team VOID reassemble and exit the arena the crowd shows no sign of calming down. Rosso encourages the reaction while Ochre drags him off the stage. Once the fighters are all out of sight the cheering finally dies down.

"Thank you ladies and gentlemen." Comes Port's voice. "There will be a short recess before the next match begins. Please use this time to visit the festival grounds, freshen up, maybe grab a bite to eat. Then come on back here and look forward to the next exciting match! I know I will."

As the professor speaks the stands begin to shuffle as many spectators follow his advice and begin shuffling toward the exits. Yang, Roy, and Vincent all stand, stretching after the extended time in seats.

"Not bad" Yang says.

"Not bad?" Vincent replies. "I think that was great. That one in the leotard, the red one... What was his name.."?

"Rosso" Roy supplied.

"Yes that was it, Rosso. Anyway he was great. He certainly won't be an easy act to follow".

Yang crossed her arms and smiled a crooked smile at her boyfriend. "Yeah? I think that Ochre kids last move was the best part. '' Yang slammed her fists together. "I hope I get a shot at him". While they spoke people filed around, most heading for the exits.

"Yang!" Someone called over the throng. "Yang, Yang there you are. We've got to hurry! '' Yang's younger sister Ruby came running up the stands, occasionally apologizing to people she bumped in her rush.

"Whoa sis, what's up?" Yang asked when Ruby got to them.

"Heehee" the younger girl chuckled, bouncing a bit back and forth from excitement. "That fight was amazing. We've gotten have a team meeting to figure out how we beat THAT!" Ruby rambled off rapidly.

Vincent smiled. He always found Ruby's excitement contagious. "I'm sure you guys will come up with something" he said.

"But he was so cool, I mean we're cool too. But we need to come up with something amazing or we might not leave a good impression." Ruby could barely contain herself.

"Alright alright" Yang said with a smile.

"Sounds good" Vincent chimed in.

"Whoa there cowboy" Yang said holding a hand up in front of Vincent. "This is a team strategy meeting. Pretty sure that means team RWBY only".

"Oh, right," Vincent answered. "We should probably find Yordyl and Phil and start getting ready for our match".

"There you go, Mr. Leader" Yang said with a big grin. "Can't wait to see what you knuckleheads come up with". She moved in and gave Vincent a little peck on the cheek. Then she gave him a little pat before turning away.

"Ah Yang!" Ruby said in shock. Then she waved saying "Later Vincent" before running after her sister who was sauntering away. "Wait for me" they could hear her saying.

Vincent sighed, watching them leave. Then he turned to Roy. "So, shall we find our teammates"? Roy was looking away, staring intently at the monitor over the arena. "Uh, Remnant to Roy? Something wrong"?

Roy shook his head then pointed at the screen. "That was an awfully close match" he said. The Aura display still showed the competitors levels. Of the four on team GRON only one was above the fifteen percent threshold. The girl Nero.

On the way to their dorm to meet up with the other members of team VYPR, Vincent and Roy stop at the Beacon cafeteria. The area is overrun with students from all over Remnant. Some sitting, most eating, and many in their combat gear. The general buzz of conversation is dominated by the tournament. However even that doesn't change some things, as Roy points out. Cardin Winchester and his team, CRDL, are busy harassing Velvet Scarlatina.

"Cut it out, why today!?" Velvet cries out as Cardin pulls on the faunus' large bunny ear.

"Oh I'm just trying to help" Cardin replied with a smirk as his teammates laugh. "Just look at how easy it is to get at these" he snarked as he tugged, "what happens when someone grabs them during a match? Why you'll look awfully stupid with only one ear, right fellas"? His team all laugh and agree.

Vincent had seen more than enough, but before he could walk over Roy put a hand on his shoulder. Vincent turned a curious eye toward his partner, but Roy just pointed. Looking ahead Vincent saw two others approach the scene.

Rosso Stride walked up to Cardin with Ochre in tow. He tapped the heavily armored boy on the shoulder. When Cardin turned, scowling, Rosso smiled his widest and said "Hello friend. I dare say the poor girl has gotten your point. Care to release her ear and move on to a more... Shall we say Productive matter".

"Oh really?" Cardin answered, releasing Velvets ear. His teammates moved to surround the new interloper, failing to notice as Ochre moved behind Velvet. "What if I don't think she's got it? I know she heard me with her freakish ears, but she's a Faunus, and Faunus' don't tend to grasp simple..."

Rosso stepped forward and grabbed Cardin by his breastplate, pulling the tall boy down to eye level. A loud thud just audible when the brute's head hit Rosso's helm. "Now I think you misunderstood, friend." Rosso said, his furious eyes shining through the slits in his helm a violent contrast to his jovial tone. "But I do believe she's had enough of your company, and by Monty that means you should move along, got it?'' He let go of Cardin as he finished and the boy almost stumbled backwards.

"Hey" Ochre whispered to Velvet who turned with a small gasp. "Shh" he cautioned her. "While we deal with these idiots you should get away" Ochre continued. Velvet swallowed, her ears standing straight up and a slight blush working it's way up her neck. She nodded a little and Ochre stepped away from her placing himself between her and the nearest member of team CRDL.

"Think you're tough" Cardin said, not noticing as Velvet moved away from the commotion. "I'll wipe that smile right off your Faunus loving face". Cardin cracked his knuckles, but looked frustrated when Rosso just smiled back. "Say Goodnight" the large boy said as he threw his punch.

Rosso leaned to the side and rotated around Cardin's wide punch. Rolling over Cardin's shoulders he stepped up onto the table. There he raised his hands and shouted in his deep bellowing voice "ATTENTION EVERYONE". Conversation across the room died down as nearly everyone turned to see what was happening. "THANK YOU" Rosso continued once the people began to quiet. All of team CRDL stared dumbfounded at the development. "FOR THOSE OF YOU WHO ARE UNAWARE, I AM ROSSO STRIDE OF SHADE ACADEMY"! Rosso paused a brief moment for applause but continued swiftly when none was forthcoming. "THIS RUFFIAN HAS ATTEMPTED TO INITIATE FISTICUFFS WITH ME. NOW I KNOW THIS IS LAUGHABLE, BUT I SAY WE ARE HERE FOR FIGHTS! AND DOES THIS ONE NOT DESERVE AN AUDIENCE AS MUCH AS ANY OTHER"!

Cardin looked around in disbelief as many of the students there began to nod and murmur in agreement. His team had all taken steps back. And everyone had seen Cardin now.

Rosso went on "SO I PROPOSE WE MAKE THIS TUSSLE INTERESTING. NOW!" he stomped the table for emphasis. "PLACE YOUR BETS"!

Cardin's eyes widened and Ochre shook his head as Rosso finished his proclamation. But even as they did Vincent stepped forward with a grin almost the size of Rosso's on his face. "50 lien on Rosso" he said tossing a hat on the table and putting money into it.

"100" Roy said coming from behind Vincent and tossing his money in the same hat before putting another hat next to it. Then the flood gates opened. All around the room came shouts and bids. Various students approached the table with money in their hands. Roy had somehow materialized a notepad and pen and was writing rapidly. All the while Rosso stood beaming while Cardin looked around in growing fear.

Then a girl came up and slapped the table. As she leaned her head to the side and peeked over her stylish shades, Coco Adel gave Cardin a wicked grin. "Let's get this started!" She said. "Nice to see you literally put your money where your mouth is Cardin".

Cardin's eyes darted around. Looking from Coco to Vincent to the crowd. He quickly discovered his team had vanished, either melted into the crowd or outright left the scene he couldn't be sure. Then he looked up at Rosso who stood with his arms crossed. Self-assurance oozed from the man challenging him. So Cardin realized that he had no real choice. "Fine!" He barked like a cornered animal. "You want a piece of me, well you got it. Hope you don't choke too quickly" he said as he stepped up onto the table with his opponent.

The crowd quieted quickly as the two huntsmen-in-training squared off. Cardin yelled as he leapt forward with a haymaker. Rosso ducked to the side, adopting a pose like he was flexing and Cardin not only missed but stumbled over Rosso's leg. The area burst with laughter and grunts of displeasure as Beacon's heavyweight regained his balance and turned back to Shade's performer.

"I am impressed" Rosso said stepping back from Cardin slightly. "Honestly I expected you to balk under the pressure and run. Few men of your, caliber, can face up to a crowd. Well done."

Cardin looked at Rosso confused for a moment. Then answered "Yeah. So what now you scared"?

"Hardly. Simply praising what is praise worthy" Rosso said with a laugh. "Though I have already discovered your weaknesses as a fighter." Rosso continued carefully moving back as he exchanged words.

"What's that?!" Cardin said as he lunged at Rosso again. Rosso ducked his punch then put his arms up and maneuvered himself around Cardin, switching sides and sending them to opposite ends of the table.

"Something every huntsman needs. They all see it, and soon so shall you. Your fatal missing element is…" Cardin drew back for another lunge, but as he did Rosso hopped off his end of the table and the whole thing flipped under Cardin's weight, dropping the Brute on the floor. "A lack of situational awareness" Rosso finished as cheers and laughter filled the area.

"WHAT IS ALL THIS!" an angry voice rang over top of the crowd. At the sound of it the students began to scatter, with beacon students reacting fastest. From the back of the turbulent throng Glenda Goodwitch walked into view. She had her riding crop in a white knuckled death grip, and students seemed to freeze under her glare. She stopped at the overturned table and put her hands on her hips before demanding a reply. "Well" she said, her fury held by a thin veneer of propriety.

Everyone was silent a moment. When Rosso moved to speak first Ochre punched him in the back. Goodwitch's glare passed over each of the students who had been closest to the fight, lingering on Rosso and Cardin before coming to rest on Roy.

"Mr. Lavelle" she said, a cold tone breaking the scene. Roy seemed to shrink under her gaze. "Explain".

With that each student began to clamor and speak, trying to get their own version of events out.

"We just got here..." Vincent started.

"Just a friendly wag.." Rosso tried to say.

"We know fighting outside supervision isn't allowed" Coco put in.

"Wait... It's not?" Ochre asked confused.

"That... Red... Augh!" Cardin grunted as he stood.

"Technically I never threw a punch." Rosso stated confidently.

"ENOUGH" Goodwitch shouted. She punctuated her statement with a snap of her riding crop. The table and everything that had toppled off of it, aside from Cardin and Rosso, rose up and put itself back in its proper place. Goodwitch again looked over the students then cleared her throat. "Well" she said, once more looking at Roy.

Roy took a centering breath, looked at the teacher and answered. "Rosso and Ochre from shade approached Cardin and requested he cease his treatment of Velvet". Vincent winced, Rosso smiled and the rest looked around nervous. But none spoke so Roy continued. "When Cardin... brushed off their request, Rosso expressed something to him privately".

"What do you mean privately?" Goodwitch asked, quirking an eyebrow.

"I couldn't hear the exchange but could see something was said" was Roy's response. When Goodwitch nodded he continued. "Cardin became enraged and attempted to strike Rosso". Cardin visibly swallowed but kept silent. "At which point Rosso drew attention to the conflict. After calling attention to it the situation escalated, ending with your intervention". Roy took a deep breath after finishing.

"Those are the facts?" Goodwitch asked with a stern look.

Roy nodded.

With an exasperated sigh Goodwitch turned away from the little group and walked a couple paces away before turning back. "Fine. Ochre Khan and Rosso Stride. Your actions appear to have been well intentioned. In light of that AND your recent arrival I will allow this to pass. I expect you to remember this is Beacon academy, not Shade. You will follow our rules while you are here. Do I make myself clear"?

Ochre and Rosso nodded and apologised. Ochre seemed relieved, but had to elbow Rosso before he would acquiesce. Goodwitch either didn't see that or chose to ignore it. Either way she nodded at their attempts at contrition and added that a report of this would be sent to their headmaster for review. Then she turned to Cardin.

"And you, Mr. Winchester" she said with a look fit to end the boy's life. "I expect much better from our students, as you well know. However with the tournament and extra guests to consider I will allow the matter to wait". Cardin visibly exhaled and seemed to relax, until he realized she said wait. His eyes widened and his skin paled but before he could retort Goodwitch pointed her riding crop at him and said "Now I suggest you prepare for your match. Go on. Go." After which Cardin ran with the professor on his heels.

As Goodwitch and Cardin moved out of sight the students from Beacon all let out a breath they didn't realize they were holding, then began to laugh.

"Nice one Roy" Vincent said slapping his friend on the back.

"Those are the facts?" Coco said trying to imitate Goodwitch.

"A good recounting of events" Rosso said, directing his usual smile at Roy. "Truthful to a word, but directed where it would best help. Almost mistook you for Grey. '' Ochre nodded his agreement.

"Uh thanks? Grey your other teammate?" Roy answered.

"Team leader as it happens" a somewhat quiet voice answered. Everyone turned to find Grey and Nero arriving.

"There you are!" Nero said in her high girly voice. She ran up to her other teammates, raised her arms, and began pounding on Ochre's chest, making little "pat pat" noises against his leather shirt as she did so. "That was so mean leaving us in the locker room". There were the smallest beginnings of tears in her eyes. "You know I need help getting T.H.A.M. off, and we aren't supposed to carry our weapons around campus".

Ochre gently caught her hands and stopped her. He smiled which seemed to disarm her ever so slightly, then zipped around the whole group causing Nero to stumble. "But it's a pain." He said once he was away from her onslaught. "Besides, someone has to keep an eye on Rosso". Before Ochre finished his statement Nero had already moved on to swinging at Rosso, who had playfully covered his helmed head and ducked down low. The whole group chuckled at the exchange.

"I shouldn't be surprised to see you two surrounded by people already" Grey said. "So what kind of trouble did you get into this time"? The whole group laughed again as Rosso gave an animated recounting of the events, punctuated by Roy correcting his exaggerated details.

"So, you boys are from shade huh" Coco said with a sly smile.

Vincent leaned closer to Ochre and whispered "Run" then coughed to cover it up.

"Yes" Ochre answered to Coco with an eyebrow up at Vincent.

Coco was running an eye over Ochre. "If everyone there is like you I might have to transfer" she said with a wink.

"Ooo Coco appraising outfits again?" said another voice. Everyone looked to see Phil Locke and Yordyl Evergreen approaching with Velvet. "Not quite the 'crisis' I was expecting" he said to Velvet when they reached the group.

"Oh that crisis is over" Coco said. "A new one is arriving though. Didn't I tell you the Toga was not a good choice Phil?

Phil shrugged. "Shoulder plate and shin guards not doing it for her I guess" he said, apparently to Yordyl.

"Well. I guess you get a pass, since it's you. I mean, he gets a pass" she pointed at Rosso "and he's wearing a red and white leotard". Rosso flexed in response. "Ochre here though. Black leather muscle shirt, Dusty tan slacks, and that orange banner tied at your waste that matches your hair, love it". She looked over at Grey with something of a bored expression, then stopped looking at Nero. She gasped and threw her arms back dramatically causing Nero to gasp as well.

"W-w-what?!" Nero asked.

"A skintight pink top with matching leggings and army green combat shorts and vest? Oh dear are your eyes working alright?" She said pointing at Nero's visor.

She took off her visor which actually made Coco look embarrassed, and with teary eyes said "b-b-but... It's because of my combat harness... I can't wear anything bulky under it a-a-and this is my favorite color"!

Grey stepped forward. "Before you comment on my black compression shirt, light grey skirting and plain brown boots, or Nero's buckles.."

"What's wrong with my buckles! They're how I fasten on T.H.A.M.." Nero shouted.

Grey winced as he continued in a flat tone that mirrored Coco's "perhaps you should check yourself".

Coco turned her head and smirked. "Oh yeah, how so"? Vincent looked back from Coco to Grey with clear concern. The other beacon students all wore looks of shock. Ochre yawned and Rosso stood with his arms crossed, his ever present smile unfazed.

"Well" Grey began. "Your hat is a bit crooked, your shirt isn't tucked in quite correctly on the left, you've got some loose hairs sticking out to the side, one of your socks has sagged, and your eyeliner is darker on your left eye than your right".

Coco stared, speechless. Her mouth was agape a look of utter shock having possessed her features. They stood there in silence a couple seconds. Then Vincent started laughing.

"That was great" Vincent said as teams VYPR and GRON walked intermingled through a Beacon courtyard. "I'm just not sure which was better. You taking Cardin down," he indicated Rosso who smiled widely, adopting a proud posture, "or you bringing Coco of all people down a peg." this time he looked over at Grey. Grey for his part smiled, though it looked a bit forced.

Coco had been taken aback by Grey's comments. The details he had pointed out were actually much less noticeable than he made them sound, but the very idea had still shocked her. Velvet had taken her to their dorm to recover. Though not before Coco managed to state some respect for Grey's eye for detail, and to promise Vincent a fresh level of hell later. Vincent was still giddy from the ordeal.

"It may be short lived but I think it's going to be fun having you guys around campus" Roy said. After the incident with Coco, Roy and Grey had been talking. The small tour of Beacon's grounds they were now on had been their suggestion. The two had been discussing dealing with their more "free spirited", as they chose to put it, teammates.

As they toured Roy shared pertinent information on where they were and a bit of the history of Beacon. Vincent, on the other hand, shared personal escapades of himself, his friends, and the teams they were close with instead. They made a loop through the grounds when a PA announcement called for the next fighters.

"With that I am off" Grey said.

"Me too, sorry. I'll be around later though." Nero said too.

Roy smiled and nodded before joining them. "I'm headed to the stadium too. Can't miss the matches".

As the three left Yordyl, who had been quiet thus far, excused herself as well. Telling Phil she'd call him if she needed another hand, but to enjoy himself for now. Vincent took the opportunity to propose an activity, anything to keep the two groups from dispersing completely when he noticed Ochre was already missing.

"Hey where did your other friend go?" Vincent asked Rosso. Rosso smiled as wide as ever and pointed up. Vincent followed his finger, confused. Ochre was above them, apparently asleep on the branch of a tree.

"Look away from him for almost any length of time and he's liable to pass out." Rosso said with a laugh.

"Really" Vincent said with a glint in his eye.

"Careful" Phil cautioned. "You don't want to fall. Let me help. '' With that he walked over and crouched near the base of the tree. Vincent walked over without any hesitation and Phil hoisted him to the branch.

"Oh?" Rosso looked up at his friend in the tree as Vincent moved along the branch toward him.

"Vincent likes to play pranks" Phil answered the unasked question.

"I see" Rosso answered. "Well, I'd be careful. Ochre might look silly passing out at any downtime, but he's almost impossible to catch off guard".

Vincent pulled a black marker from a pocket. "Just a simple one" he muttered as he uncapped it. He inched closer with the marker, and just as he got close to Ochre's face, one of the sleeping faunus' eyes opened. Ochre growled, a deep and threatening sound, as Vincent looked at him for a moment. Then Vincent slashed the marker across Ochre's face and leapt from the tree. Ochre rolled over, landing on his feet and watched Vincent run as he wiped the marker from his face.

"Just letting him go?" Phil asked innocently.

"Just counting to ten" Ochre said as he adopted a ready stance, tensing his knees. "It makes the chase more sporting, for me". He smiled a toothy smile as he kicked off after Vincent.

Vincent ran turning corners and weaving around the relatively sparse crowds of people still present on Beacon's grounds. Ochre quickly came into view, dodging around people and obstacles like he'd been doing this for years. They ran all through the campus. Past the dorms, over the rooftops, down into the festival grounds, more than once getting on airships and spreading the terror of their personal game of cat and mouse to the town as well as Amity Colosseum . Ochre closed the distance often, but Vincent always had some trick or maneuver to widen the gap again. They were seen tumbling and grappling, scrambling over stalls, and even swinging on decorations. Where there were crowds they would weave or take sharp turns, avoiding direct contact with anyone not involved, though they did stop to apologise and clean up when they accidentally overturned a particularly unhappy vegetable merchant's cart.

When he felt he had enough of the chase Vincent stopped and abruptly turned to face the oncoming Ochre. Ochre rushed full speed straight for him, and halted just short. The two nodded to one another, clasped hands briefly, then turned and walked side by side into the festival grounds like nothing had happened. Anyone attempting to get an accurate account of events would get a strange and convoluted list of supposed sightings, even years later no one is quite sure what really happened.

Taking their walk at a slow pace Vincent and Ochre looked around the festival grounds, when a large crowd drew their attention. Numerous people were gathered around one of the more open areas. As they approached the two heard music intermingled with the cheering. Even the people who were supposed to be running the nearby stalls had stopped to see what was happening.

At the center of the crowd Phil and Rosso we're putting on some sort of performance. Phil played his pan flute beautifully and Rosso was performing stunts and feats of acrobatic talent that amazed the crowds. Around them a growing pile of Lien formed something of a barrier.

In addition to Phil and Rosso another boy had joined the show. Shirtless, Sun Wukong was using his staff as a pole to engage Rosso in some sort of dance battle. Never to be outdone Rosso had procured a pole of his own and the two showed off in what boiled down to an acrobatic game of Horse.

Laughing Ochre and Vincent joined the crowd. When they finished, which only happened after Ochre got Rosso's attention, and Vincent got Phil to stop playing, the groups reconvened and went looking for food.

"Wow that was nuts" Sun said. After introducing himself to Ochre and greeting Vincent, Sun had tagged along. "Never had a contest like that. You have amazing biceps." Rosso smiled and flexed at the compliment.

"Where did you guys go anyway" Phil asked as the group sat down at a stall.

"Oh... Around" Vincent replied with a smile rivalling Rosso's. "You guys hungry? I'm starved for some reason".

They wandered over to a nearby stall. A sign claimed the meal was free for anyone who could handle the thousand stack of variable pancakes. Though as they sat down someone covered the sign with a new one which read "out of pancakes".

"Ah blast" Rosso said, somehow pouting while still maintaining his smile. "I did wish to show them no challenge is too great, no matter how simple it seems".

"Out of... Pancakes?" Vincent said, scratching his head.

"That means only one thing," Phil said looking around. At a nearby table there was a pile of plates and pancakes, behind which sat Nora Valkyrie and her quiet partner Lie Ren. "Thought so. Hey Nora, Ren."

The two waved and the group joined them. Vincent led introductions and they exchanged stories of their activities thus far. "You should have seen the look on Ports face when we ran through the commentators balcony". Nora laughed heartily at the chase story.

"Very humorous" Ren said. "But did you have to use permanent marker"? Ren indicated Ochre's face and the tiger faunus slugged Vincent in the arm. Everybody chuckled when they heard what sounded like an argument.

"He's over here, I'm certain of it". Came a gruff voice.

"Really" said a more sardonic voice, clearly irritated. "Because you keep saying that. We've been all over the grounds and no sign of them. Honestly Idris if I didn't know better I'd say you were dragging me around on purpose".

Damion and Idris walked around a corner. The group paid them no mind when Idris exclaimed "Ah-HA. There's the cat bastard" at which time they approached the table Ochre, Vincent, and the others were sitting at.

Ochre looked over through a half-lidded eye. "There a problem Doggo"?

Idris tensed up at Ochre's comment, but relaxed again when Damion raised his hand. "We've been looking for you actually. Oh, no little Angel" the well dressed boy from Haven said.

"Not at the moment" Ochre responded.

"Can we help you with something?" Phil asked.

Damion passed a quick look over the collection of huntsman-in-training and answered nonchalantly "No. I came to offer congratulations. '' Idris scowl ruined the impact of Damion's words somewhat, but for his part he sounded sincere. "I know I didn't exactly put my best foot forward before. But I hope you'll forgive my rudeness in light of the circumstances of our meeting".

"Sure" Ochre answered as if uninterested. "It was a match after all. Can't fault you for fighting like you intended to win". Ochre stretched as he finished. "Besides everyone came out of it ok. No hard feelings."

Idris again tensed up a moment, but Damion smiled and tilted his head forward in the slightest of bows. "Good to hear" he said. "One more piece of business" Damion pulled a fist sized bag from his coat and tossed it to Rosso.

"What is this?" Rosso asked.

"Your cut of the betting pool from earlier". Everyone looked confused at Damion's answer. "Goodwitch put an early end to the fight. But I'd say you still won. Since I made a point of taking down the bets among the crowd, I thought it only proper you receive your fair portion of the winnings".

"Excellent! Lunch is on me!" Rosso exclaimed. Nora and Sun cheered with him. Ren and Phil smiled. Vincent and Ochre nodded to Damion who bowed slightly deeper this time. But Idris stepped up and glared at Ochre.

"Tell me something" Idris growled. "During the fight, why didn't you take me seriously".

Ochre looked up, his bored gaze sharpening. "What do you mean by that". His tone was suddenly very serious.

"You never pulled your weapon." Idris clenched his fist. He wasn't large enough to be imposing without his gauntlets, nevertheless his presence was threatening, and Damion did nothing to dissuade him this time.

"Ah you mean his sword?" Vincent asked. "I was wondering that myself. You reached for it a couple times, but it never left your back".

Ochre sighed, tension releasing almost instantly. "That's it? Sorry you felt that way but I gave that fight my all" he answered. Idris' glare intensified at the answer but Ochre just shrugged. "It's true I didn't use my sword, but that's not because you weren't good enough or anything. In fact you almost got me to draw it. But I only draw my sword against Grimm".

"Why is that?" Vincent, Damion, and Idris asked almost simultaneously. "Seems kinda dumb" Nora put in.

Ochre sighed. "When I draw my sword it's to kill. It's not meant for games".

Idris growled but once more Damion spoke. "Perhaps a demonstration then"? Everyone looked at Damion who smiled before continuing. "Idris' pride is bruised. But it's in part because he didn't get to see you at your best. Maybe showing us what that looks like will resolve the issue"?

Idris hesitated before nodding. Ochre shrugged but didn't object.

"Splendid. I'll set it up, all within Beacon policy of course. You and anyone you wish to bring should meet us in a training room tonight. Your friends here can show you where, we'll use room number 2. See you there. '' With that Damion turned and walked briskly away, with Idris on his heels.

"What was that about?" Nora asked, tilting her head to the side.

"Not sure. That Idiris guy seems like he has something to settle" Ochre replied.

"It's his friend I'm not sure of..." said Ren quietly.

"I'm sure it will work out. That and, to be honest, I want to see you use that sword too" Vincent said. The group laughed and had their food. Looking for all the world like kids just enjoying each other's company.

Chapter 3: The Snake in the Trees

Back at her dorm Yordyl sat at her console, an image of a chess king flashing on her screen. The white piece almost seemed to be taunting her. She sighed as she leaned back. It made sense that the coding would be hard to crack, but she had been reasonably sure she could handle it. Yet here she was stumped again by what her mentor had created. "If I could access the source code this would be easy" she muttered to herself. Still after days of trying she was no closer to a solution. "Perhaps there simply isn't one" she said, massaging her temple's. Of course that wouldn't do so she leaned forward to start again, when there was a knock at the door. She quickly clicked over to a screensaver before answering.

Coco was on the other side of the door. "What's up" she asked casually as she entered the room. Yordyl sighed as she closed the door behind the pushy fashionista. Trying to keep her out was pointless, but Yordyl generally liked Coco's company so learning to accept that particular quirk wasn't too hard.

"Just going over some things. I'm honestly a little stumped though. '' She couldn't tell Coco what she was working on per se, but any outside perspective could be useful. She could practically hear her mentor saying so.

"That so?" Coco answered sitting on Yordyl's bed. "Well you're a smart one, anyone can see that from your outfit, so I'm sure you'll get it eventually". Coco looked around the room a moment. "So, any progress between you and everybody's favorite billy-goat"?

Yordyl chuckled to herself. Somehow Coco had known about Yordyl's affection for Phil before Yordyl herself had. Major turning point though it was, it still surprised Yordyl when Coco dived straight into that particular topic. High-class she may be, but she was still a teenage girl at heart. 'And you're not.' The voice of her mentor echoed in her head. Someday she would break the habit of thinking of him when reprising herself. "Things are progressing well on that front" she answered, knowing that any attempt to avoid the question would only lead Coco to torment her all afternoon. "I was thinking of getting some air, care to join me on a walk to the docks"?

"Ah pass, I've got to go get ready for my match. Just thought I'd drop in, I haven't seen you around campus for a few days. You know, outside of class". Coco stepped up and headed for the door. She smiled at Yordyl as she passed. "Whatever you're working on it's not more important than your life. Try to remember that ok? '' With that Coco left.

Yordyl let her leave before sighing and walking over to the corner and retrieving her walking stick. If Coco knew what she was working on would she still say that? Yordyl wondered. Not that it really mattered. She had to finish, and soon.

Down by the pier Yordyl walked, the sea breeze taking some of her apprehension away. She always found it comforting, the taste of salt in the air as the wind passed over the water. The waves crashing to shore a steady rhythm. The sense of serenity it inspired helped her think when things were too much to handle. Phil had a similar calming effect on her, and now her thoughts turned to him on their own. Walking in the woods, what she had been told to do, Phil's response...

"I can tell though, you're about to do something you don't like. Whatever it is... I won't stop you"Phil had said. She didn't know how he'd figured her out, but his faith in her had shaken her to the bone. Confessing had come naturally after that, as had her tears. Her mentor would have scoffed, called her weak, but now she'd do anything to keep that idiot smiling.

Lost in her thoughts Yordyl almost didn't notice when she practically bumped into Penny Polendina. The red headed girl didn't step back or attempt to avoid Yordyl, who was left to backpedal with her arms flailing. She might have fallen, but using her semblance she lengthened her walking stick and regained her balance.

"I am sorry" Penny said with a wide smile. "I did not see you there, My name is Penny, what is yours"?

Yordyl straightened herself and regained her bearings before answering. "I'm Yordyl Evergreen, and I am sorry Penny. I believe it was me who was distracted, you're not hurt are you"?

"Oh no, I am fine." Penny responded.

"Oh? Good." Yordyl said. Penny's smile was making Yordyl a little uncomfortable. Something about this strangely earnest girl seemed familiar as Yordyl looked her over. "Do you, by any chance, know a Vincent Stone?" she chanced.

Penny's eyes and smile widened, a feat Yordyl would have thought impossible had she not seen it herself. "Vincent Stone! Who is more than friends with Yang Xiao Long, who is the older sister of Ruby Rose? That Vincent Stone"?

Yordyl blinked. Vincent had told her about meeting Ruby's friend Penny. Yordyl had thought his version of how she behaved must be exaggerated, but as Penny practically swelled with excitement at the mere mention of someone she knew, Yordyl had to conclude that he had understated her tendencies instead. "Ah, that is all correct". Was all Yordyl could answer.

Penny stepped closer, leaning in toward Yordyl. "Yes. I do know Vincent Stone. My friend Ruby introduced us. He is my friend too. Are you friends with him? Will you be friends with me?"

Penny's earnest excitement over the concept of a new friend made Yordyl laugh. Before she would have refused an engagement like this, but Penny's happy, earnest personality made her think of Phil. "I think I would like that" she answered with a small smile of her own "if you'll have me".

Penny practically bounced around Yordyl. Pleased as punch to have a new friend. "Of course I'll have you. Why wouldn't I have you. I'm the one who asked". Penny paused a moment to ponder that idea, but returned to her jubilant ranting almost instantly. "Anyway it's great to have met you, what would you like to do, oh wait what were you doing before we bumped into each other"?

Yordyl put a hand on Penny's shoulder, which brought her rapidly accelerating slew of statements and questions to an abrupt halt. "Penny" she said.

"Yes, Friend"?

"I was walking down by the pier to clear my head. Care to join me"?

"Ab-so-lutely!" Penny said raising her hand over her head.

Yordyl chuckled, held her hand up indicating the direction she was going, and the two walked on down the pier.

"So what are you thinking about?" Penny asked.

"Not much... why do you ask"?

"You said you were here to clear your head. I thought that might mean something was weighing on your mind. Am I mistaken"?

Yordyl blinked again, then smiled. Twice now Penny's earnestness had surprised her. Normally about now she would be suspicious of questions like that, but she truly believed Penny was only expressing concern. It felt good to consider someone having truly good intentions like that, and once more she thought of Phil. "I suppose you're right. I'm working on a, let's call it a very important project, and I'm stumped. I hoped getting some air might help me figure it out, but so far no luck". She found herself explaining easily.

"If it is very important, I am certain you will find an answer" Penny assured Yordyl. "Perhaps you are assessing the project from the wrong angle, or beginning on the wrong step"?

Yordyl listened as Penny rattled off potential suggestions, without asking for any additional details. She let the sound of Penny's voice blend into the waves. Different angle? Wrong step? It's exactly the kind of thoughts Yordyl was having, but what angle could she change? "That's it!" Yordyl exclaimed.

"What is it?" Penny inquired happily.

"Instead of trying to prevent it, I can set up a response. It won't be instant, but it should let me counteract, oh Penny thank you" was Yordyl's reply.

"I'm happy to have helped" said Penny.

"I'm happy you did too." Yordyl was already turning to head to her dorms until Penny turned to follow. "Ah I'm sorry Penny I have to go. What will you do"?

"Can I not continue with you"?

Yordyl stopped. She liked Penny already, but she couldn't let more people know about the virus. "I'll tell you what Penny. We'll walk together a little longer. I know where some more of my friends are, I won't go till we find them so you won't be alone. I'd stay longer but like I said this project is very important. '' Penny seemed to like this idea so off they went. Toward the arena.

"Cardin and Coco's teams both won. Good showing for Beacon so far" Grey said as the spectators began filing out, another match having just come to a close.

"A trend I expect will continue." Roy put in matter of factly.

Nero rubbed her eyes yawning as she woke. They'd been in the stands since leaving the others. Between matches Roy and Grey had discussed the tactics and performance of each team of perspective Huntsman. For her part Nero had tried to keep up and contribute to the discussion, which the notepad on her lap attested. But after multiple matches she had begun to drift off. Now she lifted her head from Grey's shoulder to find the boys once more getting into a deep analysis of those just finished fighting. She was thinking about heading off for food when she saw two figures heading toward them. It wasn't hard considering almost every other source of motion was people heading out of the arena.

Yordyl waved as she approached. She shook her head to cut off Roy before he could ask whether there was trouble, then turned and introduced Penny. "This is Penny" she began "Penny this is Roy, a good friend of mine and Vincent's. The other two are new acquaintances from Shade. I believe it was Grey and Nero right"? Grey nodded for them.

Penny smiled widely. "Sal-U-TAtions" Penny said cheerfully, causing Nero to chuckle. Penny leaned forward and asked "What is so funny"?

"I'm sorry" Nero chuckled more "it's just the way you greeted us. You reminded me of a friend of ours".

Grey ran an eye over Penny. "Yes" he said. "I believe you would hit it off well with our teammate Rosso. So, what brings you two up? Joining us for the next match"?

"Ah.. no." Yordyl said, seemingly a bit unsettled as Grey turns his gaze to her. "Well actually" she turned to Roy "I was hoping you would assist Penny. The thing is I have some work to do still".

"A very important project" Penny put in.

"Yes. But I didn't want to run off and leave Penny alone. So Roy, I was hoping you could entertain her, or help her find Vincent? He knows her, I'm sure he'll help". Yordyl was already taking her leave before finishing her explanation.

Roy sighed and Grey patted his shoulder. "Free spirited" they both muttered.

Penny looked at each of her new companions in turn. "So, what are we doing?" She asked happily. "Perhaps a walk? There are many things to see around here".

Grey and Roy glanced at each other. Grey shrugged and Roy sighed before answering. "Well" Roy practically winced "We weren't planning on leaving the stands, at least not until the next long intermission".

"Oh. You are participating in the tournament as well?" Penny replied, her enthusiasm intact.

"Yeah" Roy answered. He seemed uncertain how to proceed.

"Your match was excellent" Grey put in. "Though your performance kind of made your team look like they were only for show".

"Really?" Penny's earnest reply caused Grey to raise an eyebrow. Before he could attempt to ask more however, Nero stood up.

"I was getting hungry anyway. I could take her to go find the others." She said as she hopped over her seat to go around. "I'll bring you back something" she said to Grey. "Come on Penny. I bet we'll be good friends".

"Friends?!" Penny looked delighted. "I am always happy to have more friends. Are we going to see more of your friends? Perhaps to find Vincent Stone, or Ruby Rose? It would be great if my friends could also be friends. Then we would all be friends together".

Nero laughed as she and Penny headed out of the stadium. "Rosso is just going to love you".

"Rosso, is he the one from the first round with the bright smile"?

"Yes. Though that's not usually the first detail people remember".

"I would very much like to meet him". Penny said. Her excitement was contagious and she and Nero hurried out.

"Well that was something" Grey commented as the girls left.

"Yeah" Roy answered.

"Your teammate always like that"?

"You have no idea".

Nero and Penny headed to the fairgrounds. They talked and laughed as they went, in no real hurry. Nero relished the opportunity to stretch her legs and also to talk to the interesting new girl. "You said you're from Atlas right? What's it like there?" Nero asked.

Penny's smile faltered a moment. "Honestly I was never allowed to explore at home like I've gotten to here" She answered. Her smile reappeared almost as quickly as it had vanished though as she followed with "Someday I hope to find out what it's like though"!

Nero half tripped at Penny's first answer. And when Penny so quickly followed it with her hopes Nero stopped. Penny walked a couple steps past her and turned to ask "what's wrong" but before she could Nero basically jumped forward wrapping her arms around the ginger girl. "I'm sure you will, Penny. I'm sure you will. '' Then she let go and ran around Penny so she couldn't be seen wiping her tears. "Now, let's go find our friends!" She said with a cheery smile to Penny.

Penny looked confused for a moment, then joined in Nero's exuberance. "Yes. Let us find Friends." They linked arms and resumed their journey. "Do you know where our friends are located?" Penny asked.

Nero smiled proudly "More or less. See I can find people pretty easily. Though in crowds like this it's usually harder to find specific people. AH but don't worry, I'm so familiar with my Teammates Aura's it shouldn't be hard."

"Really? That sounds like an amazing ability Nero". Penny said. "How do you track someone by their Aura though"?

"Oh that's my semblance" Nero explained eagerly. "I can see Auras. Though See isn't right. I can feel them, and I can tell roughly how strong they are. Each person's is different, not just in strength but in lots of ways". Penny listened as Nero got into her explanation. "For example, Ochre's is very simple, plain, but strong. It gives a very reassuring sense, unless he's mad. Then it's like a spike ball. But he doesn't get mad often. Rosso's is like a Giant building... Like the CTT, with a light on top". Nero realised she was rambling. "This probably doesn't make much sense does it"?

"Oh, no" Penny shook her head. "It's very interesting. Can you see all Aura's"?

"As far as I know yes. The Grimm don't have them but people like you and me all do" Nero said.

Penny's smile widened. "What's mine like"?

They stopped and Nero took a step back. She put her hand out and looked through a rectangle shemade with her fingers, sticking her tongue out like she was concentrating. "Yours is green. No white... no definitely green. It's smooth all over, and beautiful". Nero smiled looking over her new friend. "And strong. You're probably one of the strongest people here in that respect Penny".

Penny smiled and made nervous motions with her hands. "Does it look... Normal" she asked, becoming uncharacteristically timid.

Nero laughed. "There's no such thing as 'Normal'. Everyone's Aura is different. I've never seen two that were exactly alike" she noticed Penny frown ever so slightly. "No, Penny that's good. Think of it this way. Our Aura's are kind of like our weapons... the ones we made ourselves or use all the time. They're a part of us. And they change as we do... does that make sense"?

Penny's smile had a sad quality to it this time. "I suppose. I just want to fit in with people. Strong is nice, important even. But it'd be nice to be normal... even in just a small way... to be... "

Nero stepped forward and took the other girls hands in her own. "Penny. You're Aura is amazing. It proves you're just as alive and special as the rest of us. Which, in a sense, makes you totally normal".

Penny seemed to take that in, then her smile returned in full force. "OK" she said. "I'm happy to have met you Nero. We will be excellent friends. '' They laughed and continued on once more.

Heading into the main festival grounds they began to search for their friends. A task that proved surprisingly simple, even without Nero's guidance. They found a large crowd gathered in an area with few stalls. Knowing already some of what they would find there, Nero led Penny at a full run toward the center of the crowd. There they found members of team GRON, VYPR, SSSN and even RWBY and JNPR participating in a variety of activities while people around cheered. Rosso and Phil were in the very center, from which Rosso was shouting about the various students and their talents while Phil provided music. Ochre and Yang were arm wrestling, and apparently people were betting on the winner. Nora, Ruby and Sun were having some sort of eating competition. Ren stood nearby, apparently at a loss along with Jaune Arc and Pyrrha Nikos, the other members of his and Nora's team. Neptune Vasilias also stood nearby, apparently caught up in shaking hands with people in the crowd. The sight seemed surprisingly natural.

Nero waved to Rosso. Rosso nodded without interrupting his commentating, and made a subtle hand gestures to Phil. Phil changed the music. It swelled with intensity. As it did the other's various activities seemed to step into high gear. Ochre and Yang stood, visible strain on their faces. Sun dropped his utensils and withdrew from the eating contest as each contender was brought large stacks of pancakes. The crowds excitement reached a fever pitch. Then it was over. Yang flipped Ochre over, and the table went with him sending small piles of lien flying. Ruby plopped her head down and Nora stood victorious. Phil's music came to an end, and as if some spell had been lifted the crowd began to disperse.

"Wow!" Penny exclaimed with wide-eyed wonder. "I am unsure what just happened. How was this accomplished"?

Nero giggled. "He's got a talent for things like this".

"Who does? Things like what? I do not believe I fully understand". Penny said as the people went about their business.

"It's Rosso" answered Nero. "He's very good at finding people's talents and getting others to see them too. Though knowing when and how to end one of his shows may be the more impressive ability".

Laughing as he did Rosso strolled over to the girls. "Hello Nero. How have things been at the stands. Wait. Let me guess. Uninspired? Lacking? Impressively ordinary?" Nero and Penny both laughed as Rosso rattled off a long list of adjectives. "No? Wait... I've got it-"

"That's enough Rosso" came Ochre's voice. Yang and Vincent were collecting the lien from the overturned table. "I'm sure the other teams are doing quite well".

"Sure, but are any of them giving the crowd the SPECTACLE they deserve"? Rosso replied while crossing his arms. "AT ANY RATE! I do believe introductions are in order. Who is this lovely miss accompanying you? AH before that. I am ROSSO STRIDE. Frontman for Team GRON and Shades worst kept secret. '' Rosso flexed as he introduced himself, ending in a kneeling posture and finishing with "It is an absolute pleasure".

"Penny?" Vincent said as he came over with Yang.

"Ooo, Hey Sis, Penny's here" Yang followed.

"Penny huh" Said Rosso. "I like it. Is it because of her hair, or was that just providence"?

"OH PENNY!" Ruby tried to call with her mouth still half-stuffed with pancakes. Bits flew out and Nora proclaimed herself the winner. "No Fair!?" Ruby Protested.

"Too bad. You spit some out and that's against the rules. Everyone knows that" said Nora triumphantly.

"This is all very nice" Came Pyrrha's voice. "Unfortunately most of us here have matches to prepare for". Her gaze passed over the members of RWBY and VYPR. "Some sooner than others.''

"Yeah. I think we should go." Jaune put in. "But let's all meet up once the matches are done. I'll see you guys around. Uh Ren, Nora? Let's go".

Ren and Pyrrha nodded while Nora performed a mock salute. "Aye-aye Mr. Leader" she said.

Team JNPR waved as they left. Ruby and Yang apologized because they had to go too. "We'll be in the Stadium for your match!" Ruby promised Vincent and Phil. "Sorry Penny. Hopefully I'll see you later OK"?

"It's alright Ruby. I am sure we will see each other soon" Penny said cheerfully. Ruby nodded and she and Yang left as well. The remaining huntsman-in-training all look at each other.

"So Penny. When did you run into Nero?" Vincent asked.

"I did not 'run into' Nero. I ran into Yordyl". Penny gave them all an in depth of her interactions up to that point. Vincent mouthed an apology to the others. Sun and Neptune shrugged. Rosso seemed absorbed in her explanation.

"A most fortuitous moment" Rosso said. A couple of the others raised eyebrows in response. "That chain of events that brought her here could only be called Luck. An unlikely scenario, ending in us all crossing paths? Such coincidence! Let us all enjoy this place that fate has led us"!

Ochre interrupted as Rosso appeared to not be stopping. "Yeah I don't know about that. So, Penny, which academy are you from"?

"Atlas" Penny answered.

"Good to get simple answers once in a while" Ocher said with a glance at Rosso who mimed being shot. "So what next" he asked looking around at the group.

"Unfortunately" Phil spoke up, several of the others jumping, like they had forgotten the goat-faunus was present. "We also have a match very soon. And our own 'Mr. Team-leader' shouldn't get involved in anything else before then. '' Vincent whistled while Phil looked at him, before shrugging. "I'll go get Yordyl. Meet you in the ready room. Rosso, I'll see you at the dorms once the matches are done, yeah"?

Rosso nodded before bowing and saying "It has been a pleasure making your acquaintance. May you lead your fellows to a glorious victory"!

Phil chuckled and turned to leave, but Ochre looked over at Vincent. "So why are we meeting after all the matches are done"?

Vincent scratched the back of his head. "Well the remaining matches are basically all our friends... so we're pretty much going to be stuck in the stands... Unless you'd like to join us there"?

"Ah" Ochre replied.

"That's not really Ochre and Rosso's speed" Nero said. "Me and Grey will be there and happy to cheer for you. But... Well you've spent some time with them... imagine trying to keep them sitting still".

Vincent smirked as he imagined Rosso trying to outshine the fighters in the stands... while Ochre slept in his seat. "I think I see your point," he said. "Suppose I'll see you guys later then".

After parting ways with the others, Sun and Neptune also headed out to cheer in the stands, Ochre helped Nero find something she could eat. She ordered for herself and some for Grey and headed back to the stands as well. Sighing Ochre turned to find that Rosso and Penny had vanished while he helped Nero. Sighing once more Ochre returned to Beacon academy. He wasn't sure where everyone was, but he knew where they'd meet up. With nothing better to do while he waits Ochre climbs into a tree in the Beacon courtyard for a nap.

Passing beneath Ochre, Phil and Yordyl hurry toward the stadium, unaware of the other student's presence. "We're going to be late" Phil said in his patient tone.

"Yes, I know. But it's finally ready to test!" Yordyl said as they walked. "Do you have any idea how hard coming up with this Virus has been"?

"Better than most" Phil replied. "Now's not really the time though".

"Of course it's only ready to be tested. But I'm sure once we get it into the CTT we'll be able to-". Phil stopped and put a hand over Yordyl's mouth, cutting her off. "Mermph. Phil! What was-".

"Shh" Phil shushed her as he glanced around. "Sorry. I just don't think we should be having this discussion right now." Phil looked around again and nodded. Then he took his hand off of Yordyl's mouth turned to face her and smiled. Yordyl looked at him, clearly annoyed. Whatever she had to say about the situation Phil didn't wait to hear it. Instead he leaned forward and kissed her. A tender couple seconds, then Phil stepped back, took her hand, and began running off toward Amity Colosseum . Yordyl appeared flushed as she was pulled along.

"Ready?" Roy asked his teammates. Each nodded in turn and Roy looked over to Vincent and smiled.

"Alright. Let's give'em hell. '' VYPR's leader said. And they proceeded onto the Arena for their match.

The Arena Cheered as Port and Ooblek called out introductions. The air seemed to tremble with anticipation. Each member of Team VYPR checked weapons and did their best to stay calm. Phil hummed a little tune that he'd come up with for when he was nervous. Then the Terrain's locked into place. Across the arena another Broken City scape rose behind their opponents. Behind them appeared a deciduous forest. The members all smiled, and as the announcers called for the match to begin they backed slowly into the forest, out of sight.

Chapter 4: Night's No Reprieve

"I just wish we could have had a better fight" Vincent complained. The members of teams VYPR, GRON, RWBY, and JNPR along with Coco and Sun were gathered outside the Beacon dorm. They were all in their casual attire, though Rosso still wore his Helm. "I mean I'm glad we won don't get the wrong idea. I just hope our doubles round will be... well, more fun".

"You're just irked you didn't get to shine" Yang said. "SOME of your team seems quite happy with the result.'' She pointed at Yordyl. "Your serial murderer smile is getting a little creepy hun". Yordyl blushed and covered her mouth, clearing her throat and trying to look dignified. Yang laughed exuberantly. "Your fight is one that won't be forgotten anytime soon that's for certain, for anyone who could bare to watch, that is".

"I uh... I think we did good too" Ruby said, apparently a little uncomfortable.

"If that's what you call it" came the cold voice of Wiess Schnee. "Though you need to work on watching your back". Ruby blushed and argued waving her arms in the air. Wiess failed to keep her composure as her team leader attempted to defend herself and laughed out loud. "Aside from that you're probably right though".

"We did complete our fight with no losses" Blake Belladonna put in. "Unlike some people". Sun who stood next to blake laughed, and then noticed Blake giving him a sidelong look.

"You mean us?!" Sun said defensively. "Well... couple of us did go down, but I think that makes our fight the more interesting one... ".

"Maybe" Yang said winking at Blake. "But at least none of our members are afraid of water!" Everyone laughed.

"If you're talking about memorable bouts, how about JNPR's" Grey said. The members of team JNPR all looked up, with expressions ranging from nonchalant to outright embarrassed.

"What do you mean?" Pyrrha said. "Your match was still being talked about at the end of the night, considering how early in the day it was I'd wager that's the most impressive".

"HA! Of course our's was the most impressive" Rosso said, sauntering forward. "But that Goes without saying! I'd even go so far as to claim it was UNFAIR to put our glorious demonstration of MIGHT and PASSION in the conversation"! Posing to punctuate his statements Rosso drew a laugh from everyone.

The night drew on, punch and goodies passed around the circle of friends, new and old. They laughed and joked and celebrated their various victories. The discussion turned to the days other events. Time at the fair, the amusing amount of lien Rosso had managed to get, which had paid for the nights refreshments, and the things they had done.

"Rosso I hear you had a 'Productive' night" Yang sad with a big grin.

"More or less I always find a way" Rosso replied with a wider one. "To which escapade do you refer, that I might regale you with the most intimate of details".

"Nothing much. But I DID hear you got a new Girlfriend"! Yang's smile had taken on something of a sinister twist. Nero about spit out the punch she was drinking, and a couple others turned to attention. "Come on Rosso, spill the beans. What were you and Penny up too"?

Rosso smiled larger than ever and assumed a proud posture. "AH my escapades with the madam PENNY! Yes I remember it like it was but yesterday..."

"It was earlier today" Ochre and Grey said simultaneously. Earning a laugh from the group.

"There we were. TRAPPED. I had no time to consider the consequences as...".

"HOLD IT!" Ruby shouted interrupting Rosso. "Trapped? With Penny? By what... WHY?"

"Let him tell it Ruby" Yang said putting a hand on her sisters head. "Sounds interesting".

"AS I WAS SAYING!" Rosso said to regain everyone's attention. "There we were , on the Festival grounds, TRAPPED, by Atlas Patrols, who were apparently looking for Penny who had Violated some curfew". He glanced over at Ruby who nodded, clearly drawn into the drama as Rosso told the story. "I simply couldn't allow them to end the fun she so desperately desired premature. SO I created a distraction, drawing the crowds around to witness one of my world famous tricks..."

"No one here knows who you are though" Jaune said confused.

"SHH. I said let him TELL IT" Yang said shooting her fellow blonde a look that made him take a step back.

"Once a sufficient number of people were present I called for a volunteer. Penny, cleverly disguised by a cloak I had convinced another member of my ever growing audience to lend us, stepped forward. I HOISTED HER INTO THE AIR AND..."

"Isn't Penny a little heavy for that" Ruby said, earning Glares from multiple members of the group.

"Ahem. Anyway... I HOISTED HER UP AND" Rosso continued. "We tumbled quickly and then she threw ME in a high arc. The Crowd surged to follow, allowing Penny to vanish into their ranks. Then like a mighty stampede we surged past the Atlas patrol"! Rosso paused while the group applauded. "We then spent the rest of the day riding the Ferris wheel. Seems she quite enjoys, that ride". Rosso finished with a pleased expression.

Looks of confusion spread across the group. "That's it" someone asked. Rosso nodded. "Nothing else?" another commented and Rosso shook his head.

"How many times did you ride?" Ochre asked.

"Thirty-seven" Rosso answered matter-of-factly.

"WHY!" nearly everyone yelled.

"She smiled. Every time." Was all Rosso said.

"Think there's any future there" Yang siad, her wicked grin still in place.

"But of Course!" Rosso answered.

"Make sure you bring Protection next time eh stud" Yang said, awkward glances going through the group, and those who knew Penny gasping quietly.

"Hardly a concern Miss Xiao Long" Rosso answered without losing his composure. "I'll ask her to make sure her Antivirus is up to date, but I'm sure it'll be no problem". More people lost their punch as laughter took over. Yang's smile finally faded to a look of shock and a rare blush had filled the blonde brawler's face. The other members of team RWBY shared a glance, then joined the laughter at Yang's expense.

"Good day". Ochre said to himself. The groups were all engaged in each other's company, a mutual celebration to the success they had all met with in the group rounds.

"I only hope we can be as friendly after the doubles round" Grey said from behind Ochre. Ochre acknowledged his friends comment by raising the cup he held. "You find anything interesting" Grey asked.

Ochre took a swallow from his drink. He shrugged as he put the cup down. "I've never been one for getting into other people's business" he said his gaze pausing briefly as it panned over the crowd. Phil and Yordyl were sitting together playing matching flutes. "At least I don't think I saw anything that will help us tomorrow Grey. So let's leave it at that. '' Ochre stood and headed over toward Vincent. Grey stood pondering his friends comment, then shrugged himself and walked after him.

"I think it's about time" Ochre said to Vincent.

"For what"?

Ochre stretched and yawned. "You know... that kid's challenge... Damion... no Idris... those guys I fought earlier. '' Ocher scratched his head as he tried to remember.

"Oh. OH YEAH" Vincent's eyes lit up as he remembered. "I've been looking forward to this" the smile on Vincent's face made it clear just how much.

"What's going on?" one of the others asked, and the story was shared with the others.

"That sounds exciting" Ruby said

"I am curious" Roy put in.

"Anything is better than dealing with those numbskulls" Weiss said, glancing at Sun, Phil, and Rosso, who had set up a makeshift Karaoke stand and were taking turns seeing who could do the worst.

"Don't do anything stupid" Grey said.

"Alright. Vincent, Ruby, Weiss if you like I guess, Roy, Let's go". Ochre said and began to walk away from the group. He got a couple feet into the darkness before turning around and admitting he had no idea where to go. Chuckling the group set off together.

Finding their way over to training hall two, the group found Damion waiting outside for them. "Adequate timing, Excellent excellent" he said as they came into view. "Quite the crowd you've brought". He scanned the group his gaze lingering on Weiss. "Miss Schnee?!" he said in a tone of earnest surprise "had I anticipated the level of celebrity audience I'd have done a little better with the venue".

Weiss looked him up and down. "Right. I'm afraid we haven't been introduced".

"My apologies. I'm Damion from Haven Academy, a member of team VOID. That said, we should really get the night's event underway. I made sure that we're within the letter of the law, of course, but if we're not quick a certain Witch may still find the means to object. Shall we? '' Damion indicated for them to enter through the door. He followed once everyone was through.

Inside the training room was mostly empty. Standing by the stage Idris was sharpening his claws. Another figure sat at a desk, leaning back in the chair with a flask of some sort that he was drinking from.

"Uncle Qrow?" Ruby said upon spotting the other man.

"Hmm? Hey Kid. What are you doing here?" Qrow Branwin asked as he stood and stumbled from his seat. Straightening he laughed "You the 'interesting individual' this kid was talking about"?

"No that's this guy" Ruby said pointing at Ochre, who appeared to be sleep walking. "I came to watch. I love seeing new weapons in action, and he didn't use his during the match".

"That so?" Qrow answered looking Ochre over. "He looks strong enough, at least for his age. Sure you want to do this with the matches tomorrow?" He asked.

"It's fine". Ochre answered, opening his eyes upon being spoken too.

"Alright. I say let you kids get it out of your systems. Just keep in mind what your pace is. That said as long as we stop at the same point they'd stop you for the tournament, I'm pretty sure you'll be fine". Looking around at the rest of the group Qrow took another drink from his flask. "Vincent, Roy. How's my favorite strays doing"?

Vincent and Roy smiled and acknowledged Qrow's greeting.

Damion cleared his throat. "Shall we get underway then"? Idris had already taken his place in the arena. He stood with his arms crossed and a look of determined rage on his face. "After all we've only got so much time".

"Sounds good. I've got things to finish too, so let's get going " Qrow replied.

Vincent and Ochre stepped to a bin at the side of the room. After a moment of fishing around Ochre stepped up to the small stage with a wooden practice katana in his hand.

"What the hell is this" Idris growled.

"I told you. I only draw my sword if I intend to kill". Ochre said as he took his stance. His gauntlet snapped into place, but the glove didn't, leaving his hand exposed.

"Intent to kill is eighty percent of what I do!" Idris snapped. "Practice or no if you don't take this seriously I'll rip you apart"!

"Haven't you said that before?" Ochre said, his demeanor changing from half-aware, to an incredible focus.

"You're going to regret this" Idris said taking his stance.

"Alright get ready" Qrow said raising a hand. "Once I signal you may begin. This fight will follow the tournament rules. That means when your Aura's reach 15% or you get knocked out of the ring, small though it is, the fight is over. Don't make me come in there to break it up. OK". No one said anything for a solid second. "Ok. Good... start then. '' Qrow said bringing his hand down and taking another sip.

Idris darted forward popping his claws out of his gauntlets. When Ochre stepped forward and put his sword in the way Idris backstepped and darted to the right around Ochre's left handed grip. "Hope you weren't expecting me to circle the wrong way!" Idris said as he lashed out with his claws. Ochre stepped to the side and let Idris attack bounce off his armored arm. He adjusted his position, dodging Idris attacks by the tiniest margins. Using his sword and arm to deflect and keep Idris approach limited.

"This is looking like a repeat of the fight from before" Roy said.

"I agree. Hardly worth the fuss" Damion said.

Vincent shook his head. "He's got a good stance though". Roy nodded and Ruby looked puzzled.

"I'm impressed". Qrow said. Kids' got a left handed grip on his sword, so Idris is trying to circle past him".

"But that's obvious" Weiss said. "Basic operation when dealing with an armed opponent".

"That's true" Qrow replied. "But Ochre has limited his options by having that metal gauntlet on his arm. If Idris goes right, Ochre has that for defense, but if Idris goes left he has to deal with the Sword".

"I suppose that's pretty good. But he still hasn't landed an attack" Weiss said crossing her arms.

Just as Weiss finished her comment Idris came in for another attack, and Ochre stepped forward sweeping his blade through the opposing Faunus' legs. Ochre swept Idris legs straight off the ground, and with a set of quick strikes spun him in the air and let him drop to the floor. Each strike impacted with a sickening thud. Ochre walked past Idris as he fell from the air and straight to the edge of the arena.

"DONE!" shouted Qrow. Behind them the Aura indicator, which Qrow had engaged just after starting the fight, showed Ochre as untouched and Idris at 0. In one combo Ochre had completely broken Idris Aura.

"That... That was amazing" Vincent whispered to himself. Roy had a look of absolute shock on his face. Ochre and Idris had seemed so even before. But now Ochre had overwhelmed the other boy in an instant. "Every single hit was to a vital. If not for his Aura, and the fact that that sword is a blunt piece of wood I'm pretty certain Ochre WOULD have killed him"! Weiss looked as if she had swallowed her tongue.

"I told you" Ochre said putting the practice sword back where he got it. Damion had gone to the stage to help Idris up.

"I. I am impressed" Damion said. Idris was silent. He looked up but would not look directly at Ochre. "We'll go to the infirmary form here I think. Thank you for the demonstration." Damion bowed deeply. "I wish you good luck in the remaining matches". He kept his face turned down, hiding his rapidly darkening expression.

The others congratulated Ochre who yawned as he said thanks. During the walk back to the dorms Ruby darted around excitedly, while Weiss agreed that the sight had been spectacular.

"What do you think" Roy asked Vincent.

"I think I'm more pumped for the next rounds" Vincent said with a grin plastered to his face. "I only hope our next opponents live up to what we expect from them. Because after that I'm in no mood to hold back"!

Chapter 5: Double Trouble

The Following day began with a flurry of activity. The various teams still in the Tournament waiting with anticipation for their next rounds.

"Nervous?" Yang asked Vincent while they ate breakfast. The sidelong glance she gave him told him this was meant to be playful, so he prepared for a jab.

"Not really" Vincent answered. "If anything I'm excited. No hard feelings if we get matched up though".

Yang whistled. "Confident are you boy? Tell you what if we are matched up I'll show you some new moves I've been working on" the blonde brawler finished her statement with a wink and a sly grin.

"I've got some tricks of my own I'm itching to show". Vincent answered. "Don't hold back, I know I won't".

Yang slipped a kiss to Vincent's cheek and giggled as she stood up. "Just remember you asked for it, no regrets when I kick your butt".

Ochre yawned. "Beacon life" he muttered. "Is it all kissing and fighting? Because I'm starting to miss Shade and the desert".

Vincent blushed and quickly finished his eggs, before attempting a reply. Unfortunately he didn't get it out before the PA came on, calling teams GRON and VYPR to the arena. The two friends looked across the table at one another and smiled. They nodded and ran off to find their respective teams.

In what they had taken to calling the ready room the members of team VYPR perform final checks before entering the Arena. Vincent slips his various weapons into their holsters. His Rifle and Katana were sheathed on his back, bowie knife strapped to his leg, his rope knife was spooled at his hip, and then his spear slipped in next to his sword. Strapping on his gauntlet last he nods, excitement shining in his eyes. Roy paces back and forth muttering to himself, going over some plan or another. Yordyl and Phil stand nearby watching the other two prepare.

"I'm set" Vincent says.

"Good" Roy says absentmindedly.

Phil shrugs. "It's going to be interesting seeing them try to handle Beacon's swiss army knife". Vincent smiles as the six weapons he's carrying click from his motion. "I'm not sure I understand how you handle all of those, and I've been working with you for two years".

"Roy still says I'm nuts and we've been training together since we were kids" Vincent replied with a laugh. "Besides I've just never found a weapon I didn't like. So I learned as many as I could, and carry what I can".

Roy looked over at the mention of his name. "Huh? Oh. Yeah Vincent has been crazy about weapons since the first time he held a sword. Honestly it was hard to talk him down to only six weapons... he had some mad fantasy about bringing thirteen different options into a fight". Roy looked down at the slim blades he called Inpulsa Tremendum. "While the rest of us were attempting to make one style our own, he was trying to mix and match". Roy sheathed his weapons and nodded. "Ready brother"?

"Like you wouldn't believe". Vincent replied.

"Don't take this too lightly" Yordyl said. "The last thing we need is for you to slip up because you're having too much fun. This is a tournament, not just a game".

Roy and Vincent agreed and headed through the door into the arena. Vincent was still shaking with excitement as they stepped into the light and the crowd began to cheer.

In the opposite ready room team GRON was doing their own preparations. Rosso and Ochre stretched, limbering up for the fight. Nero was inspecting their weapons to make sure everything was functioning properly. Grey stood in a corner with a look of concern on his face.

"I'm sure I don't need to say this" Grey said for perhaps the third time "but don't go easy just because you like them".

"Yeah yeah" Ochre replied.

"But of course!" Rosso answered eagerly. "I'd never disappoint an audience with a lackluster performance. Count on me to deliver in the grandest of fashions..."

"Breaker Bolg is ready to go!" Nero said cheerily, cutting Rosso off. "Your Shinko no ude is working properly too Ochre. One of the joints was sticking a little but I've cleared it out so your gauntlet ought to give you full range of motion". She handed Rosso and Ochre their weapons.

Ochre put the pieces on his arm, nodding as he shifted it to full form and tested the motion. "Good" he said, Nero smiling at the simple word of praise. "You're sure there's nothing you picked up from watching their match"?

Grey shook his head in response. "Nothing useful at least. Their match was... hard to watch".

Nero shrugged. "Grey covered my eyes so I don't even know what happened".

Grey cleared his throat before continuing. "If the girl, Yordyl I believe her name is, anyway if she's there stay away from any trees. That's really all I've got".

Ochre raised an eyebrow but then shrugged. "Aw well. I've got a read on some of their personality at least. I'll just have to go off of that. '' He stands up and heads toward the entrance to the fighting stage. "Best get up there huh"?

Rosso walks lightly, practically bouncing with each step. "We shall give them a show they won't soon forget! Let us hope our opponents are accommodating to that end at the least".

Grey and Nero nodded, wishing their friends luck as they stepped out beyond where they could help them. "Think they'll be ok?" Nero asked.

"We can only hope" Grey answered. "Fact is they have the best chance of winning of any combination of us... I just wish we could have prepared better".

"WELCOME LADIES AND GENTLEMAN! TO THE SECOND DAY OF THE VYTAL FESTIVAL TOURNAMENT!" Came Professor Port's excited introduction. "Today's festivities kick off with the start of the Doubles round"!

"That's right Peter!" Ooblek inputted. "For those who have forgotten, or are just joining us, the teams who won their matches yesterday will select two members to participate in today's fights. Should those two prove victorious then one of them will proceed to the singles matches tomorrow".

"A grand opportunity for sure" Port replied. "I expect everyone to put in their absolute BEST as they reach for the win! But that means you can expect your opponent to put it all on the line as well, so be ready for a dramatic display. Wouldn't you agree Professor"?

"Doctor!" Oobleck corrected with a touch of venom. "But yes I believe you are correct, and speaking of dramatic displays, the contestants for the first round of the doubles matches have arrived. From Shade academy we have the robust duo from team GRON, Ochre Kahn, and Rosso Stride!" The Crowd cheered as the Fighters gathered near the center of the arena. Rosso bowed and posed when his name was called, while Ochre merely yawned and raised an arm. "While on the other end we have two of Beacon's brightest. Roy Lavelle and Vincent Stone of team VYPR"! Roy raised an arm but maintained an air of extreme focus. Vincent on the other hand was practically bouncing as he limbered up.

"Varying degrees of excitement from the competitors!" Port observed. "Who do you think has the edge"?

"Difficult to say" Ooblek began. "On one hand Ochre and Rosso both had commanding showings in yesterday's group stage match. However Roy and Vincent are two of the best students I've ever had the privilege of having in my class. Roy's a shrewd thinker and Vincent's got something for nearly every occasion. They'll be hard to topple in this contest of skill!"

"Sounds like you've made your choice" Port muttered. Below the arena's locked into position, a large pool of water rose into place behind Ochre and Rosso, the boat in the middle sounding its horn. Behind Roy and Vincent a glacial background came into position. "What do you say we put it to the test! Let the first bout of the Vytal festival doubles round , BEGIN!" Port called signaling the start of the match.

The four acknowledged each other before the match began, then backed off to reasonable distances. The moment Professor Port called for the match to begin Roy ran headlong at his opponents. Rosso responded in kind with an enormous grin already spreading across his face. Ochre darted in front of his friend, crouching as his gauntlet locked into place and a bullet ricocheted off his guard. Vincent pulled the pin on his rifle and took aim for a second shot, when Rosso used Ochre to spring into the air. Vincent pulled the barrel of his gun up to follow Rosso skyward, and Ochre dived to the side and began firing on Vincent's position with his pellet guns. Rosso arcd through the air, his weapon shifting forms, and crashed spear first into Roy's charge. The two clashed and passed one another, then turned and clashed again.

"Already a fantastic display unfolds in the center of the ring" Oobleck said. "With Roy dashing into a melee and Vincent providing cover fire, a well coordinated strategy"!

"But just as quickly the emissaries from Shade counter." Port retorted. "Meeting Roy's rush, and off balancing his cover fire! Which strategy will prove dominant"!

Ochre circled Vincent, firing rapidly while trying to close the gap. Vincent ducked and adjusted his position so he could return fire. Ochre blocked the first couple shots, then discovered that the rounds his opponent fired were coating his arm in mud. Ochre broke the hardening mud off his gauntlet and leapt forward. Vincent pulled his gun up to fire, but Ochre thrust his hand forward exposing a gun barrel below his wrist. A large shell fired from Ochre's gauntlet and Vincent shot it out of the air between them, the area bursting in a cascade of ice Dust that clouded Vincent's vision.

Vincent stood and looked around the sides of the Dust cloud as quickly as he could, when Ochre burst through the center of it. A fine layer of ice cracked and crunched as Ochre swung down at Vincent. Vincent put his Rifle up and leapt backward, allowing Ochre's strike to take the gun from his hand. Ochre tossed the rifle to the side and stepped forward for a punch with his bare left hand, but Vincent had already pulled the spear from his back, the haft of which lengthened forcing Ochre to change directions and dodge the spring loaded attack. Vincent swung the spear to the side, following Ochre as he attempted to evade his weapon. He followed through each swing gaining momentum with each pass, eventually catching Ochre forcing him to block. A blue glow followed the arc of the spear and a cascade of water formed in the wake of his attack. On the third strike the water added enough weight to knock Ochre back, and the spear shaft shortened to its original length.

"Very good" Rosso said through the gritted teeth of his smile. "I hoped we could have a high intensity battle, I thank you. FOR OBLIGING"! As Rosso finished he pushed harder knocking Roy's weapons away, as he did his spear switched into it's staff form and he rotated into Roy's chest, the weighted ball of his weapon arcing toward his opponents head. Rosso spun into a strange pose as his attack carried to far through the air. Somehow Roy had evaded him, and was now out of reach, apparently reassessing the fight. "EXCELLENT!" Rosso shouted as he folded his weapon to its base form. "Now come, let us give the people what they came for". Rosso takes his stance as he says this.

Roy looks his opponent over. Rosso moved very well. Anyone who had seen his first match might have thought he was very fast, considering how bulky his frame was. The comparably slim Roy smiled just a little. Anyone who thought Rosso was fast, was about to be very surprised. Without a word Roy once again dashed straight at his opponent, but as Rosso unfolded his weapon and stepped to counter his straightforward assault Roy skipped to the side, going fully around to Rosso's back, the thin blades of his sword tracing a dangerous arc.

Rosso dropped and rolled onto his back just under the blades that zipped over him. Then he pushed off sending himself rolling into the air. Landing on his feet he faced Roy, but Roy was already on the move dashing once more straight at Rosso. "Fool me ONCE!" Rosso shouted as he thrust his weapon forward, shifting it to spear form. Roy once more darted suddenly to the side, but when he did Rosso dropped to a knee and, holding only the very end of his spear, swung his weapon in a circle over his head. He heard the clang of Roy's swords making contact, and as the spear came back around stood and rotated, keeping his momentum. He turned to where he knew Roy would be and thrust at full force, the gears of his Breaker Bolg grinding to life as the attack landed. But once more Roy was not there, standing a few feet back from where Rosso had aimed. Rosso hopped on one foot to maintain his balance.

"That's amazing!" Nero shouted as the crowd cheered. She and Grey sat with Yordyl and Phil. "I've never seen someone able to outpace Rosso like that! And Vincent is pressuring Ochre so hard"!

"Rosso hardly seems that fast. I doubt it's the first time someone has had him chasing". Yordyl said.

Phil shook his head. "It's not about speed. Rosso's ability to read people is astonishing. But reading him is almost impossible."

Yordyl's eyes narrowed. "And how exactly would you know that"?

Phil laughed. "You learn a lot, performing with a guy". Yordyl's scowl said she didn't buy it, but the rest were paying more attention to the fight.

Rosso continued to bounce on his foot, maintaining the pose from his last strike. Roy stood a few feet away, relaxed. Suddenly Rosso straightened up, spinning his spear and planting it like a flag. "You're doing well" he said. "But your tricks will only get you so far". Roy began walking, circling Rosso. "Not that I'm trying to discourage them. It's always more entertaining when my opponents try"! Rosso suddenly rolled forward and threw his spear. Roy ran forward and jumped to avoid it, but while he was in the air Rosso dived straight at him. Roy brought his swords up but just missed as Rosso flew past him, caught his spear and rolled to a standing position.

Sliding to a stop roughly the same distance they started at Roy adopted a fighting pose. Rosso however just threw his head back and laughed. Roy rushed forward, not letting Rosso get his bearings. Raising his blades he swung them over his head in a long downward arc. The blades released from their grips and lashed out along whip-like wires. Rosso turned over and blocked the blades with his spear, deflecting them to the side. Roy swiftly maunverd the blades around forcing Rosso to focus on evading them while he closed in.

Rosso evaded the attacks, using hops, flips and strange poses, deflecting with his weapon, which he changed to staff mode, as needed. When Roy began to close in Rosso stepped down on the flat side of one of the blades, knocked the other upward and posed to catch Roy with a strong elbow. Roy rolled with the attack, evading the brunt of it and managed a strike at Rosso as he recoiled, pulling the pinned sword out and recalling the blades to their handles.

Ochre lunged forward trying to close the distance with Vincent. Vincent used the reach of his spear, as well as it's variable length to keep him at bay, spinning the haft like a staff and striking from multiple directions. Ochre dodged, blocked and weaved his way closer, backing out whenever he had to block more than once.

Vincent watched as Ochre paced, waiting for him to try again. Each time he got a little closer, and Vincent wasn't getting any real damage in. When he rushed this time Vincent changed the pattern and tried to kick Ochre as he advanced. But the other boy caught the kick on his armored shoulder and rolled in, swiping with his natural claws. Vincent kicked his other leg out from under himself, dropping to the ground under Ochre's swipe, then rolled and recovered, using the extending haft of his spear to get up.

Ochre lunged at Vincent as he got up. But Vincent turned and left his spear standing in the ground, pulling his sword from his back. He swung twice, deflecting Ochre's attack and forcing him to back off. Ochre watched as Vincent pulled his spear from the ground, then stood with both weapons poised. He darted in again, not willing to let his enemy recover.

"Over and over the competitors clash!" Port commentated. "It's a full on brawl in the center of the ring"!

"Indeed" Oobleck followed. "However I'm starting to wonder if the competitors remember where they are, as neither side leaves the relatively confined central area of the ring. The wider area of the variable arenas forgotten by the wayside"!

"I doubt they've forgotten, but neither side is willing to let their opposition the time required to take advantage of the terrain, instead pinning each other to the neutral ground. WHICH SIDE WILL THIS STRATEGY FAVOR? WHO WILL BE NAMED THE VICTOR! ONLY TIME WILL TELL"! Port's enthusiasm washed over the crowd as the fighters below continued their struggle.

Vincent lashed out with weapons in each hand, flipping his spear and sword in opposing directions. Ochre rushed in ducking one and blocking the other, but before he could strike Vincent brought the first back around. Ochre stepped back again. Every time Ochre re-engaged he performed just a little better. So Vincent pressed forward instead, bringing his sword in a high arc toward his target. Ochre stopped at the end of his backstep and caught Vincent's sword. Vincent jabbed with his spear, only to have Ochre catch that with his other hand. As Ochre raised his knee to counter, this time it was Vincent who backed away, relinquishing his weapons in the process.

"You saw me spar with Idris. Why come at me with your sword still in its scabbard?" Ochre asked as he knelt and placed Vincent's weapons on the ground.

"Same basic idea as to why you aren't using yours." Vincent replied. His eyes darted from Ochre, down to his fallen weapons, and over to Roy at high speed. "That why you took it"?

"Just why I caught it." Ochre said. "I only took it because you let go".

"Ok. Thanks for letting me know." Vincent rolled forward immediately as he finished his statement, rising to meet Ochre with a Knife in each hand. He swiped as Ochre evaded, until Ochre raised his arm to counter. "Gotcha" Vincent said as he kicked his spear up, and caused it to extend at an angle toward Ochre. When Ochre moved to avoid that Vincent wrapped the rope attached to one of his knives around Ochre's gauntleted arm and dropped rolling away. Ochre moved to follow but discovered that Vincent had anchored the rope behind him.

Vincent rose to his feet, putting his sword back on his back and smiled. The mesh rope holding Ochre began to glow, revealing the Dust laced through it. When Vincent clicked his teeth it created a small blast. Vincent reclaimed his spear as it rolled away and the crowd cheered while smoke billowed from where Ochre had just been standing.

Rosso idly examined the tear in his leotard. Roy had backed off again to the same starting distance. Rosso cracked his neck and crouched low, pulling a small bottle from his boot as he did. "I must admit I never expected this" he began, but once he started talking Roy, who was beginning to breathe heavier, rushed forward again. Maintaining his smile Rosso uncapped the bottle and tossed it up in one fluid motion. Roy crossed his arms to attack, and vanished into a small distortion in the air. Rosso laughed as he struck a pose, flexing for his audience. He heard the sound of Roy's blades cutting through the air behind him, but seemed unconcerned, as a pillar of flame erupted around him.

Roy lost sight of Rosso in the blaze and yelped as he leapt back. The flames lasted only a few seconds and burned out. Rosso stood in the center the same smile shining forth as always.

"Ha HA!" Rosso exclaimed, darting at the stunned Roy. Roy raised his thin swords to defend, but Rosso's strength pushed easily through his guard. The clash lasted a second or two before Roy pulled away, back out to his safe distance, the crowd's excitement swelling. Roy staggered a step when a loud bang filled the arena. The column of smoke where Ochre had stood drew all eyes, as Ochre leapt out of it and stood back to back with Rosso.

"Having trouble?" Rosso asked his partner.

"A little. He's better than I expected. '' Ochre answered as he pulled one of the three shells from his bandolier and loaded it into a compartment on his Gauntlet. "You"?

"More fun than trouble. Though it's probably coming down to whether he has enough stamina to keep going, or I run out of ways to deal with his high speed tactics" Rosso said clearly eager to find out which outcome would occur.

Roy took a step back, taking advantage of the brief reprieve. Vincent was heading to recover his Rifle, once he had it Roy would need a plan to win this bout. He glanced over at the Aura readout. His was lowest, but he still had more than half to work with. Vincent was in a good position but Rosso was too. 'Do we switch opponents? Engage together? Try to shift locations?' Roy took a centering breath and prepared to start again.

"I think we need to change locations" Ocher said.

Rosso's smile shined. "Carnival ball"?

"I'm not calling it that". Ochre retorted

"Carnival ball"! Rosso affirmed.

Vincent grabbed and checked his rifle, then turned to his opponents. As he expected Roy was about to charge in, but Ochre was now swinging Rosso in a circle, causing Roy to hesitate. Vincent lowered his rifle to give Roy cover fire, when Ochre released his grip and flung Rosso straight at Roy. Roy had just stepped forward and was taken completely off guard. Vincent felt the familiar ripple of his Semblance triggering. Usually he'd fight it down, but as Rosso carried Roy through the air all Vincent could think about was helping his friend. He took aim and squeezed the trigger, when Ochre crashed into him from the side, once more sending his Rifle sprawling. Ochre hoisted Vincent by the strap of his weapon harness and threw him too, in a high arc toward the glacial region of the arena.

Grey clapped, the excitement of his friends actions overtaking his usually reserved personality. The rest of the group jumped, startled by Grey's sudden outburst of enthusiasm. "Finally!" he exclaimed.

"What's up?" Phil asked while Yordyl glared, a hand over her heart.

Nero giggled. "It's not often you get so excited" she said with a twinkle in her eye.

"They're actually thinking strategically!" Grey answered.

"By throwing people through the air?" Yordyl asked snidely.

"Well... It could use some improvements that's for certain" Grey said, his excitement unblemished. "But they FINALLY moved toward the part of the arena where Rosso can actually do something!" Grey began outright cheering, the others looking at one another with various reactions before joining in.

Recovering in the air Vincent turned over as he descended. Beneath him Ochre was rushing along Vincent's trajectory. Taking the sword from his back Vincent braced himself, then drew the blade from its scabbard while triggering it's Dust mechanism. The sudden burst of wind that lashed away from him arrested his momentum, causing him to drop sooner. Spinning he swung the sword again, creating draft force to cushion his fall and resheathed the blade. Ochre turned and came straight to Vincent as he stood putting his sword back in its spot. Ochre threw a hard straight with his gauntleted arm, and Vincent met the blow head on with his own gauntlet. The ice beneath them cracked and heaved from the force of the impact, and neither fighter moved an inch.

Stepping into his opponents space, Vincent pressed the advantage. Ochre maneuvered quickly around Vincent's precise strikes, startled by their ferocity and force. He discovered that blocking them was difficult, even painful if not done with his gauntlet.

Ochre raised his gauntleted hand and caught Vincent's next attack. Sparks flew as the gauntlets clashed again. Ochre was pushed back slightly by the blocked attack, and more sparks flew as the lightning Dust in Vincent's gauntlet sent arcs of power through Ochre. Stunned by the burst Ochre was unable to react in time as Vincent's next attack launches him back several feet.

Roy and Rosso slammed into one of the glacial regions raised features, causing a cascade of shattered ice to burst forth over the ground. Roy flew and slid to the edge of the splintered material, getting slowly to his feet as Rosso stood posing on the remains of the shattered object. He struggled a moment to rise, then raises his sword to the ready position.

"Magnificent!" Rosso calls out from his perch. "The Carnival Ball double super is a devastating attack to take. That you're still standing is astonishing. '' Rosso bows, miming tipping a hat he doesn't have. "Hats off to you. You are an excellent adversary"!

Roy took advantage of Rosso's prattling to catch his breath, running the situation through his head rapidly. 'He's not so fast, but he's very efficient with his moves. From the outside it looks like he's wasting a lot of movement, but up close he's always dodging JUST enough to avoid damage. Guess he wasn't kidding about "situational awareness'. Roy looked around and saw Vincent and Ochre clash, the shattering ice around them cascading in all directions. He smiled. 'Always got that. But I think I've got one more idea first' Holding his swords in front of him so they ran parallel Roy clicked small buttons on their hilts. Lines of plasma jumped between them as the lightning Dust ignited. "Just one more" he said aloud.

"Sadly, as is the case with all worthy opponents" Rosso continued as Roy prepared. "Inevitably the jubilation must come to an end. Only one of us will walk away the victor" Rosso hoisted his weapon in spear form and pointed the tip down at the ground beneath his feet. The gears began to turn and grind. "SO IT SHALL BE!" Rosso cried for all to hear "LET US GIVE THIS LAST PUSH EVERYTHING WE HAVE AND LEAVE WITH NO REGRETS"! Upon finishing his proclamation Rosso thrust the spear into the ground, causing the ice to shatter and crack in an expanding area.

"I COULDN'T AGREE MORE!" Roy shouted as he charged forward the heaving and cracking ice proving no hindrance as he once more dived headfirst at Rosso. Raising his weapons Roy lashed out, turning just outside Rosso's reach and letting his whip blades lash at him from as many directions as he could manage. Rosso folded his spear to it's base configuration, evading as he had up till then by the smallest margin. As he did however, bolts of electrical discharge emanated from Roy's weapons, causing Rosso to recoil unconsciously. Within a couple strikes suddenly Rosso wasn't dodging so cleanly, lashes and lightning flying around him. Roy stopped circling and focused on hitting as much and as hard as he could as the bulky wrestler twisted and contorted to avoid taking as much damage as possible. Finally Roy recalled his blades and moved for a final strike, bearing his swords down on Rosso with as much strength as he had. Rosso reached up to block, a bright flash of light erupted when their weapons collided.

"I can't believe this!" Yordyl exclaimed.

"It is odd to see those two pushed so hard" Phil said evenly.

"I'm equally impressed." Nero said cherrily. "Not only is Ochre being pressed, but Rosso's actually taken pretty significant damage"!

"It's coming to an end soon." Grey muttered. They each took a breath and watched intently as their friends fought below.

Ochre staggered to his feet, the impact of Vincent's last attack still making his head spin. In spite of himself he smiled. "It truly has been a while since I've had to push this hard" He said. "That Idris kid was good, but you really almost have me".

Vincent smiled too. "It's honestly pretty amazing to be able to fight like this," he said. "No hard feelings, whoever wins"?

Ochre nodded "Not that I plan on losing".

They both smiled again, when a massive eruption of light cascaded behind Ochre. Taking advantage of their positions, Ochre rushed Vincent while his vision was partially obscured. He released the blade and chain from his gauntlet and attacked fast, the telltale white aura forming around him as he strove to overwhelm Vincent. Vincent took the first hit, and turned over swinging, but Ochre stayed just ahead of his attacks. Then Vincent's eyes locked on something as the lights faded, and with a mighty cry he tossed Ochre to the side and rushed away.

Roy looked up shocked and unsure of what he was seeing. Rosso had blocked one of his swords, and outright caught the other! A layer of ice had formed around the blades.

"Ice is an excellent insulating substance!" Rosso said, his leotard torn and tattered but his smile unblemished.

Roy shouted at the top of his lungs swinging his swords rapidly. But Rosso formed ice over his weapons, the shards and fragments of ice rotating around him as the debris from the last match had. Roy brought the hilts of his swords together, connecting them into a blade staff. He spun his weapon, making almost a disk of lightning, but Rosso flipped over Roy's head, evading his assault.

Roy shuddered, then realized he had shackles made of ice attaching his arms to his legs. "How" he said, exasperated.

"Seems there's Dust crystals in the environment." Rosso explained. "Ice Dust works wonders with my semblance".

Roy tore the shackles apart, the thin ice that formed them breaking easily. Having run out of options he turned and ran. Rosso gave chase, pontificating about something or another. Roy searched around until he spotted Vincent, who had broken away from Ochre and was heading toward Roy.

Roy stopped dead and smiled at his friend. "Take care of the rest" he mouthed, then put his arm out and let Rosso finish their fight, the last hit knocking him from the arena and breaking his Aura.

"ROOOOYYYYYY!" Vincent screamed. He rushed toward Rosso, pulling his spear and throwing it. Rosso turned his weapon to staff mode, the icy morning star he had coming from it breaking apart to form spikes at either end. He deflected the spear and Vincent arrived with sword in hand. Rosso attempted to push him away with his weapon, but Vincent brushed his attack aside and reared back to punch.

Ochre's chain blade wrapped around Vincent's wrist and pulled his punch to a stop. Vincent grabbed the chain without hesitation and swung Ochre around into Rosso, sending the two sprawling. They quickly got to their feet.

"Go!" Ochre shouted, both of their Auras flaring to life.

"BUT OF COURSE!" Rosso answered, leaping at Vincent. He swung his weapon at full speed, forming chains and blades and weights as he frantically attacked. Vincent shattered each attempt in quick succession, using all of his weapons in as quick a pattern as Rosso. Ochre stared from the side appearing to be focused on something.

In the midst of the barrage Vincent reached forward and lifted Rosso by his helmet, his gauntlet shocking him as he did, and threw him. Rosso sailed spiraling through the air and crashed into the hardlight barrier separating the crowd from the fighters.

Vincent turned to look at Ochre, tears streaming from his eyes. "I'm sorry it had to go this way" he said, his weapons strewn about around him.

Ochre stood tall. His Aura burning a bright orange. His features were distorted and bestial. He breathed slowly and spoke. "I will not stop! If you're bigger than me I'll be better. If you're smarter than me I'll be stronger. If you're faster than me I will keep coming until I find my way through. I will keep moving forward. YOU CANNOT STOP ME!"

Then he roared. The deep ferocious sound drowned out and silenced the crowd. Vincent blinked and Ochre had suddenly closed the distance. The weight of his presence overwhelmed Vincent and for just a moment he was a scared child his home in flames. Then everything was black. A solid second passed in the darkness. Vincent became confused and slowly opened his eyes.

Inches from Vincent's face Ochre's white knuckled fist sat motionless. Then it withdrew, the burning Aura winking out. Silence followed. In his stunned stare Vincent could only mouth "how". Ochre pointed in solemn reply.

The commentators and crowd slowly came to life as everyone realized the match was over. Vincent looked up still not quite able to escape his daze.

Ochre's Aura had dropped below the fifteen percent threshold. Team VYPR had won the match.

Chapter 6: Vestiges of peace

"Unbelievable" Yordyl said standing next to Roy's bed in the infirmary. Her arms crossed she looked back from Roy sitting up in his bed, to Vincent in the corner, his head buried in his hands. "I simply can't believe this. You get what you want and you're both dejected over it". She said for perhaps the hundredth time since she and Phil had helped their teammates from the fighting stage.

Vincent had hardly said a word. Roy had been equally quiet, offering only words of thanks as his friends helped him to his feet and then to the infirmary. While his aura had been broken during the fight, and the last hit had sent him flying he was mostly uninjured, needing only a day of rest to recover according to the nurse.

"It was a great match" Phil put in. Roy nodded and Vincent remained silent. "Come on guys, we won. The other team congratulated us, let's celebrate our victories not lament them? What do you say? '' Phil pulled out his pan flute and held it up with a smile.

Roy gave his friend a small smile. "The problem is we don't feel like we deserve the victory" he said sadly. "I was beaten handily by... well, I don't even know how to classify Rosso at this point". He looked at his dejected friend in the corner. "I'm not sure what happened at the end of the fight, but I'd guess Vin isn't particularly pleased with how I abused his semblance to win".

Phil and Yordyl exchanged glances, but it was Vincent who spoke up.

"It's not just that" no hint of their usually cheerful leader could be heard in Vincent's dark tone. "If Ochre had followed through with his last attack, I'd have lost". Vincent looked fit to chew through steel as he raised his head from his hands. "I don't deserve this win. Period."

Yordyl rolled her eyes in response. "That's dumb" she replied. "You may think that, but frankly you can't know for certain. Besides if he's really that strong shouldn't you be excited? That's your usual response anyway". Phil put a hand on Yordyl's shoulder and shook his head. She sighed and looked back at her team leader who had once again put his head in his hands. "Fine. No point dwelling on it. We have other things to deal with anyway. I've managed to install my counter-virus into Beacon's systems, and because of their being controlled primarily by the academy, it's on Amity Colosseum's as well. Unfortunately I can't access the CTT like Cinder did, so I've had no luck with that. However we are now in a position to deal with whatever she starts in those two places". Roy nodded and Vincent finally looked up again. Yordyl took that as enough of a response and continued. "There's really not much else we can do so let's just be ready. I don't know what her actual intentions are but I know it's supposed to go down before the tournament's singles rounds are complete. Thankfully, despite your misgivings, we have secured a slot in the singles rounds, so we can keep an eye on the situation from as many angles as possible".

"Any luck finding something concrete we can bring to Ozpin"? Phil asked.

"No" Yordyl answered. "Like I've told you before, I don't know the whole plan. I was meant to provide support, but Cinder hasn't contacted me since the breach. If we move too quickly it's likely they'll simply get away. So we have to be careful about who we tell".

"We're as ready as we can be" Vincent said from his corner. "All we can do now is proceed like we planned". He stood and moved toward the door.

"Where are you going?" Yordyl asked. "We still have to decide which of you is participating in the singles round"!

Vincent turned, the look on his face so blank Yordyl had a feeling he didn't know how to care about anything at that particular moment. "It's going to have to be Roy. I can't. '' He turned and left the room after replying. Leaving his team to deal with the awkward silence.

Vincent wandered aimlessly through the halls. In his head all he could see was that all encompassing darkness he had found himself in at the end of the match. Deep inside he wanted to scream, and run, and punch and break. But he could do none of it. This emptiness was simultaneously new and familiar, and it made him sick.

"Hello Vincent" a voice said as he rounded a corner. Grey stood leaning against the wall of the corridor. "I'd ask how your doing, but that would be pointless wouldn't it". Grey said in a sympathetic tone. Vincent simply stared at him. "I don't know exactly what you're thinking. But I have a pretty good idea of what you're feeling". Vincent walked on, choosing to ignore Grey, until Grey said "That black abyss is hard to get out of".

Vincent stopped in his tracks and turned to Grey. "I don't know what to do." he said in his dark monotone.

Grey sighed. "Yeah. Well I doubt there's any one solution, but for me-"

"Hey Grey! What are you doing!" Nero called as she came running down the hallway.

"I always found it easier to deal with if I have the right person to help". Grey finished with a wink as Nero ran up to him.

"Hi Vincent" team GRON's excitible engineer said. "Ochre is looking for you when you're ready! Come on Grey, I'm sure they'll come to us when they feel up to it." Nero said cheerily before taking one of Grey's hands and taking him away.

Vincent watched them go for a moment, then turned the other direction and walked down the hall. He'd have to thank Grey later, but right now there was only one person he wanted to see.

Rushing toward team RWBY's dorm, Vincent ignored everything along his way. He almost didn't notice Mercury Black before tripping over his legs. Vincent tumbled forward, rolled to a standing position and continued down the hall.

"Hey!" Mercury said in his mocking tone. "Come on I know Beacon students have better manners than that. You did just run me down you know". Vincent sighed and turned to face the irritating kick-boxer. Yordyl didn't know much about Cinder's allies, but thanks to her Vincent knew he couldn't trust this silver haired creep. "There ya go, not so hard to at least acknowledge me is it?"

"What do you want Mercury" Vincent asked, letting his distaste for the wolf in sheep's clothing drip from his words. He knew he shouldn't, but rational thoughts were just not in his wheelhouse at that particular moment.

"Just an apology. And to congratulate you on making it to the Finals". Vincent tried his best not to react when the match was mentioned. Based on mercury's eyes he'd failed. "I'll be seeing you tomorrow at the singles right? Hope you're not in the kind of form you were today". Mercury laughed at his own comment as he walked away, leaving Vincent with a strong taste of bile in his mouth. He could feel a strong, almost undeniable desire to just put the wise-cracking boy in his place.

Vincent took one step toward the receding back of his target, when Qrow turned the corner. Mercury turned his head as if he didn't want Qrow to look at him as he slipped by, and Qrow waved to Vincent, still holding his hip-flask in his hand.

"Hey kid" Qrow said greeting Vincent "what're you doing here". Based on the slight slur of his words Qrow had been drinking again, not that Vincent couldn't tell from other factors.

"I'm..." Vincent couldn't remember what he was doing "I'm just... I don't know Qrow. Just looking for somewhere to clear my head".

Qrow gave Vincent a soft smile "If you're hoping Yang will help with that, you might want to be ready. I'm pretty sure if she saw you like this she'd just punch you". He took a deep swig from his flask. Vincent realised almost instantly Qrow was right. Yang would never be alright with him indulging in his self-pity. "Come on kid. Buy me a drink and tell me what's eatin' ya".

Vincent smirked despite himself. "You know I'm not old enough to buy what you want" He answered. "Qrow... Have you ever..."

"Ever been given a victory I didn't deserve" the old huntsman finished for him. "I'd love to tell you no. Fact is you got lucky kid, but Luck is vital on the battlefield. Sometimes you win simply because you're luckier than your opponent. Or less unlucky" Qrow muttered the last part. "All I'm saying is there will be plenty of instances like this where you may not feel you deserve to win, but when the alternative is death you get used to the idea".

Vincent nodded and Qrow turned to go the other way, asking that Vincent let Yang know he'd like to see her and her sister when they were done. Vincent took a deep breath and Braced himself before going to the dorm room of his Girlfriend and her team.

Yordyl walked out to the emerald forest. The clearing near the school grounds, the last safe area before entering Grimm territory. She smiled thinking of the memories she had so recently made here, then shuddered thinking of what they could have been instead. A small sound made her turn abruptly, to discover Emerald Sustrai across the clearing.

"Hey there" Emerald said with a smile. It seemed genuine enough, but it almost instantly dropped from her face. "Grimm deads" she said.

Yordyl recognized the code phrase her teacher had given her before sending her to Beacon. "Just rewards" she replied. She felt almost sick to her stomach, she was lying again.

"I've been told to inform you to be ready. Everything is ready, but we may need some backup in the early stages." Emerald never took her eyes off Yordyl while she relayed Cinder's instructions.

'She probably doesn't trust me' Yordyl thought, 'however I should still try to find out what I can'. "So what is the plan" she asked, using her experience spying on her friends to remain calm. "I can't provide efficient backup if I don't know what or where to be".

"Don't worry. Your job will be to help us get out when things get messy. You'll know when it's starting." Emerald answered. Yordyl wasn't sure if it was safe to inquire after more or not. "I'm surprised your team is doing so well" Emerald said, her smile returning with a more wicked twist.

"Oh yes, we've all worked very hard for that" Yordyl answered. Talking casually meant that was the end of their discussion, but something about Emerald's smile bothered her. "It shouldn't really be that surprising, Beacon academy has a certain reputation, after all".

"Yes, but I heard you might not participate at all. Thankfully nothing bad happened before the matches, eh"? Yordyl's blood ran cold as Emerald alluded to what she had been told to do here. "I suppose I hope your luck holds out. Don't let the people counting on you down now". Emerald backed into the treeline and vanished from sight as she delivered her cryptic warning. Yordyl understood. They were aware she didn't perform her duties. They didn't trust her.

Vincent sighed as he walked down the hall away from team RWBY's dorm. Of course they weren't there. If he had thought for even one second he'd have realised that. Odds were Yang was getting ready for her own match. Taking a deep breath Vincent attempted once more to reclaim control of his thoughts, pressing down the dark visions that cried for his attention. So caught in his internal struggle he failed to notice Phil as he passed. The two walked side by side, Phil never said a word while Vincent, unaware of his friends presence, continued to struggle with his thoughts.

Seeing the darkening look on his team leader's face, Phil shrugged and began playing his pan flute. He played a slow toon, slow and even and calm. Vincent's expression lightened as he began humming along. Images of a river, flowing to the tune, intruded upon his struggle, soothing his pains away, as they began to flow down the stream.

Looking over with a smile as he came to his senses, Vincent finally acknowledged Phil's presence. Phil continued to play as Vincent mouthed "thank you". When he finished Phil nodded in return.

"Are you ready?" Phil asked.

"Not yet" Vincent answered. The last seconds of the fight playing over in his head when he thought of facing Ochre.

Phil shrugged "You will be" he said. As they talked Yordyl darted into view. Her face pale but her usual dignified posture in full effect. "Uh oh" Phil said as she approached.

She walked over, a growing look of apprehension taking over her features. Phil stepped up and placed a hand over her open mouth before she could speak.

"Not now" he said in his calmest tone. "Think about what you were going to say first".

Vincent quirked an eyebrow, then closed his own mouth. Phil's sudden action having cut him off as well. Yordyl looked flustered, then furious. Then her eyes widened, and color began to return to her face.

"Hr-hrm" Yordyl cleared her throat as she took a small step back. She could feel embarrassment rising in her neck, but somehow kept the blush from rising to her face. "I just thought we should be discussing our strategy for the next match". She said turning away from the other two. "I'll be in the dorm when you're all ready to be serious".

Vincent looked confused, but Phil smiled. "Aww and here I wanted to get another performance going" he said with a giant grin. Yordyl gave a curt sigh before walking past the boys and toward the dormitory building.

"What was..." Vincent began to ask when Phil put his arm around his shoulder and began leading him away. "Hey!"

Phil laughed loudly and walked off toward the bullhead station. Vincent had no choice but to go with his Fanus teammate. Once they were in a large crowd Phil whispered to Vincent "Something's wrong with Yordyl, and I'm betting it has to do with Cinder".

Vincent looked around but no one seemed to be paying them any attention. "What should we do"?

"My best guess is nothing, I'm going to head for the stadium, you go get Roy and tell him we're meeting in the Dorm" Phil answered.

Vincent looked Phil up and down. The tall boy almost never took charge like this. Vincent smiled, "You're a whole different person when Yordyl's involved huh"?

Once more Phil laughed out loud and slapped Vincent on the shoulder, a bit harder than might have been necessary. "You're always a funny one Vince. I'll see you later!" He said loudly. Vincent nodded as his friend got on a bullhead headed for the stadium.

Vincent pulled his scroll and sent Roy a message. He still had so much on his mind. But his team needed him. Pondering once again why he had been made the leader he made up his mind and ran off. He still only wanted to see Yang, but he knew there was someone else he needed to talk to.

Phil walked into the stands. He didn't do anything special, at least not that anyone would notice. He simply sat there watching the matches, taking note of who left and who stayed. When Emerald and Mercury's match began he scanned the crowd, until he spotted Cinder Fall walking through the stands. She folded her hands and sat, looking about as regal as any well mannered woman. Phil smiled to himself and got up, nonchalantly leaving the arena. "Sorry Coco" He said as he left "I wish I could watch your fight but we're going to need this time."

As Phil left no one really noticed. He had a knack for blending into the background of places, especially when there were a large number of people. The only person who saw Phil at all was Grey. He thought to himself that the Fanus' behavior was a little odd, at least compared to his actions thus far. The thought was quickly pushed to the back of his mind as The battle between Mercury, Emerald, Coco, and her teammate Yatsuhasi Daichi began.

Roy walked from the infirmary. Vincent's message didn't say much, just meet in the dorm. He could get like that when things weren't going well, Forgetting details, and not communicating his intentions. They were long time friends, but Roy often wondered how close Vincent really let anyone get. Not that it was really his business. He took a detour down to the festival grounds. He figured that there was no rush, and he wanted the chance to clear his head after spending the preceding hour in the infirmary. His steps were stiff, and while he had to entertain a few questions from excited passersby who saw his match, people mostly left him to himself.

On his walk, which was mostly him wasting time because he didn't want to see Vincent so depressed at that particular moment, he began to get a peculiar feeling. Whenever he was walking he thought he could hear another set of feet echoing his. When he stopped at a stall it would stop as well. The few times he chanced to look where he was sure it was coming from, he would see nothing. Once he thought he saw a faint shimmer in the air, but otherwise nothing each time. 'Given our recent history' he thought 'I doubt I should just ignore that'.

Roy continued on his walk, not choosing a path that led him away from people, seeing if his hidden follower was blending in with the crowd. When that yielded no results, just more strange shimmers on the very edge of his vision, he chose instead to go to a very populated area. Downtown he walked through the crowded street. He wasn't really sure he could hear the following steps, they were so small and quiet to begin with. 'Last check I suppose, definitely have to be certain'. Holding onto the thought that he wasn't crazy, just cautions, he rounded a corner into an alley, and used his semblance to leap up to an overhang. He sat motionless looking down at the alley where he had entered a moment before. He counted the seconds, trying to determine how long he could wait and still claim he was being practical rather than paranoid, when he saw another of those odd shimmers.

The mouth of the alley shimmered, then bent and finally shattered. As the shards of reality, or that's what Roy thought of them as, fell to the ground, where they had been now stood a girl. Her white peti-coat and Parasol were very pretty, but not nearly as interesting as her two-tone hair. Roy was certain he had seen her somewhere before, in the city perhaps. She looked around the alley, scarcely making a sound, then turned and left. Being the keen observer he was Roy decided that finding out more was in his best interest. After all she was following him. It definitely was not because he thought she was so pretty.

Vincent searched high and low for Ochre. All over Beacon grounds, and the Festival area. He was beginning to consider giving up when he ran into Nero, who giggled and told him the "sleepy kitty" was probably in the most obvious place. Vincent slapped his forehead before thanking Nero and basically sprinting back to the academy. In the courtyard he walked up to the big tree and there Ochre was, laying across a branch like he hadn't a care in the world.

Vincent let out a heavy sigh. Now that he was here, he realized he had no idea what he was going to say. He scratched his head, but his thoughts quickly started turning dark again. Flashes of screaming and fire ran through the blackness in his mind. Vincent turned to walk away, simply not ready for what came next.

"Really" came Ochre's deep voice, half yawning as he dropped from his branch. "I don't mind waiting, but don't interrupt my nap for nothing, could you?" The muscular boy stretched and yawned.

Vincent caught himself about to shudder. Ochre was big, but not really that much bigger than Vincent. And every experience he had with him was a good one. So why was he so put off. "R-right, sorry a-about that." he managed in reply.

They stood there for a moment, then Ochre shrugged and turned to go back up his tree. "You should have won" Vincent said. Ochre stopped, but didn't turn around. "I'm sorry it ended the way it did" He could feel that darkness closing in. "I just wanted..."

"Says who?" Ochre looked back over his shoulder. "As I recall we were even at worst. Even at my best you managed to push me back".

"But without the Aura limit to disqualify you..."

Ochre turned, his eyes flashing briefly, like what Vincent said had sparked anger. Vincent recoiled from that, and Ochre's demeanor softened. "My next attack might have won me that fight. But what if it hadn't? What if I'd missed? Or you countered? No. I lost".

"But..."

"Enough". Ochre grumbled before dropping to sit next to the tree. "It doesn't matter anyway". Vincent could feel rage bubbling through the darkness. Ochre's dismissal nearly sent him over the edge. "That's not what's bothering you". Ochre's words tripped up Vincent's rage.

"What do you mean" Vincent asked.

Ochre sighed audibly. "I don't know what the problem is. Though I'd guess it's related to how you froze at the end".

Vincent stood there for a moment. "What are you..."

"Listen, I'm not good at this" Ochre said, cutting Vincent off for the fourth time. "Grey spotted it. Told me you'd need my help because I triggered you. I don't really know what that means, but I'm no good at talking people down or reassuring or whatever. So I'll just tell you what I think. You've been through something tough, probably devastating." As Ochre spoke Vincent could almost hear someone screaming in his head. "Bad Grimm attack, or bandits? Maybe your village burned down, or your parents died". Vincent could hear the Grimm howling and smell the smoke, the sound of a woman calling his name in terror. "The sad fact is so do most of us. I won't compare scars, their personal anyway" Vincent remembered being cold, and someone picking him up. Ochre was still speaking but Vincent barely heard him

"What"?

"I said it hasn't beaten you yet. So there's nothing to do but keep moving forward".

Vincent stared at the other boy for a long moment. "Keep moving forward". He'd heard those words so many times. Roy's father had said it whenever their training seemed too difficult. The teachers at Beacon used it almost like a motto, especially after second year. But when Ochre said it a different voice came into Vincent's mind.

All at once Vincent smiled. He stepped forward and threw a light punch at Ochre. Ochre smiled too, bumping Vincent's fist with his own. "Thanks" the multi-weapon wielder said before hurrying toward his dorm.

Ochre shrugged returning to his branch. He smiled as he laid back and dozed off again.

Vincent walked with certainty. He could still feel the terror he had in the darkness of his mind. He understood now it was some memory he had suppressed or some such. He also understood that it didn't change anything. He was still who he was, and right now, his team needed him.

Chapter 7: A little push

Grey stretched, a small yawn escaping him as the stands around him began to clear.

"Thus ends the doubles rounds of this year's tournament!" Port said excitedly over the speaker. "And what wonderful battles they were".

"But don't forget, tomorrow is another day" Ooblek interjected "and on that day we have the much anticipated singles matches, where the best of the best, as determined by the brackets and their own teammates, will duke it out to determine which among them is the fastest, strongest and all around best".

Grey nodded to himself as he mentally weighed the remaining teams in his head. When Nero voiced curiosity about who would be fighting he rattled off a list of who he expected. "Penny, Pyrrah, Sun, those are obvious. I'd bet Yang, perhaps Vincent? Granted he seemed out of sorts, and frankly Wiess..." He might have continued on like that but Nero's laughter told him he was rambling.

The two left the arena, first waiting for the crowds to thin out so they were less likely to be trampled or separated. "I wonder what the others are doing" Nero said cheerfully. Grey smiled thinking of an answer, then stopped dead in his tracks. "What's wrong" the petite girl asked, turning her head at a slight angle.

"I just realized" Grey answered. "We haven't seen or heard from Rosso since his match". Nero looked puzzled for a moment, then nearly gasped as understanding spread across her face. Grey and Nero had spent most of their day in the stands, only leaving to get food and stretch their legs during the few long intermissions. Even when they did leave there had been no sign of Rosso. Ochre either for that matter, but he didn't draw crowds wherever he went like their rambunctious friend in red tights.

"That, um, could be bad" Nero said concern evident in her voice.

"It certainly isn't like him" Grey said as they begin walking again, increasing their pace just a bit. "I'd like to think he's just caught up in something, but to hold his attention enough that usually means he has everyone else's".

"I hope he hasn't wandered off to somewhere dangerous again" Nero added, thinking of a time they had found him outside Shade academy shouting at the desert. He had been trying to lure Grimm, apparently intent on capturing and riding a colossus home. They walked slightly faster.

They headed to the fairgrounds, but found no large crowds beyond what would be expected at an event like this. No gatherings at random locations, just people milling about, stopping at shops or stalls, most talking about the matches. So, using Nero's semblance they went looking. When they found Rosso he was off, practically alone, in an isolated corner of Beacon's grounds. With him was Neptune, a member of team SSUN who had only briefly met them before. Oddly Rosso had removed his helmet, something he almost never did. Neptune was bound in the line of a fishing pole and a small wading pool was overturned nearby. When Nero called out to them and ran over Rosso quickly wiped his face and redawned his helmet. Grey noticed that while Rosso's smile was as wide as ever by the time Nero reached him, it had been absent while his helmet was off.

"Rosso what are you doing over here" Nero said. We've been looking for you, and why is Neptune tied up"?

"Yeah, could we do something about that? Maybe"? Neptune asked. He was remarkably calm.

"Ah yes, but a moment". Rosso said before grabbing the fishing line and giving it a sharp tug. It unraveled sending Neptune spinning like a top. He careened in a circle a moment then Rosso stuck out his muscular arm and struck him as one might slap a good friend on the back halting the spin perfectly. Neptune, for his part stumbled a step after stopping and shook his head. Nero giggled, perhaps a bit loudly at the exchange. "There we are. Now to answer your questions, my dearest of teammates" Rosso said, affecting a bow and gesturing to give his words emphasis that they didn't really need. "I was merely attempting to aid good Neptune here in overcoming a hindring complexity of a personal sort".

Grey looked once more at the wading pool. "You weren't dunking him in water, were you?"

"Ah... Only ankle deep, no danger ever befell him. '' Rosso said attempting to laugh off the incident.

"It's ok". Neptune said, sounding A bit dizzy but still remarkably calm considering the absurd affair that had apparently transpired. "He meant well".

Rosso laughed his deep and often contagious laugh, and began to explain in detail his actions and wearabouts for the day. "It began after the morning's most entertaining match. As the rest of my team" he waved at Nero who waved back, already sucked into his story, "split off to enjoy their day, and perhaps to lament our defeat, which was unfortunate but ultimately worthy...".

Grey sighed. Rosso would no doubt go on like this for quite some time. He and the muscular boy were opposites in many ways, and Grey truthfully wasn't fond of his boisterous personality. But Nero smiled when the lummox got on a roll, and that often made it worth the while. But as Rosso prattled on Grey felt a slightly disturbing feeling. He recognized it immediately as his semblance reacting to the Ill intent of someone nearby. He casually glanced around, making it look like he was simply bored with Rosso's story, which he was, and spotted Mercury passing between some of the nearby buildings, clearly trying to avoid being seen.

"DAMN IT SHAWCROSS! I exclaimed, not then knowing the depth of the issue, if you'll pardon me a bit of a joke" Rosso said, laughing heartily at his own humor. Even Neptune seemed trapped in the performance now. So rather than try fruitlessly to interrupt Grey simply faded back away from his friends and shadowed Mercury as he left beacon grounds and headed to the Emerald Forest.

Mercury slipped passed onlookers, turning toward the forest only once he had made certain no one could see. Grey smirked, almost no one. Once they arrived Grey discovered Mercury approaching three others. Using a small spotter's scope that he carried when he checked from a distance, undergrowth and foliage giving him cover. He recognized Cinder and Emerald from Mercury's team, though the third in the nice white suit with the parasol he couldn't quite place. Emerald appeared to be chastising Mercury, when Cinder looked down the way in Grey's direction. For one moment she seemed to be looking straight back at him, then she said something, Grey wasn't the best at reading lips, but to him it looked like she said "Neo" and the fourth person bowed and the field was obscured by a bright light, and then appeared empty.

"Well that's interesting" Grey muttered. Then he crept away, intentionally circling away from the path Mercury used. Once he was a good distance away and didn't believe the others in the clearing would stumble onto him were they to search, he stopped. "So tell me" Grey said aloud. "What do you make of them".

Vesius Peryton stepped out of the shadows, the darkness of his semblance falling off of him. He had a deep scowl on as he asked "how long"?

Grey smirked "Why since leaving academy grounds" he said. He had actually only noticed after he had followed Mercury into the forest, but He had sensed the same amount of irritation that he felt now back at the academy grounds, and hoped the correlation was enough to put Vesius on edge. The more flustered a person is the easier it was to read them. Grey wasn't disappointed.

"Damn" Vesius muttered to himself. "Your Semblance is overpowered" the Faunus boy complained, adjusting his dark shades.

"So then. What do you think about them?" Grey asked again, nonchalantly.

"Who? The group that vanished. I think they don't want people to... I mean. Nothing..." Vesius gave a start when he realized he'd begun answering Grey without thinking. "I mean it's none of our business" the stealth specialist nodded to himself. His timid nature was on full display.

Grey shrugged. "Oh well. Figured you might know something. Especially given you're both from Haven."

"I've never seen them at Haven" Vesius said, Grey imagined him narrowing his eyes, though his glasses hid them too effectively to be certain.

Walking back toward Beacon Grey responded "well that's interesting."

The remainder of the day passed largely without incident and the following morning everyone found themselves once more sitting in Amity Arena as Professor Port gleefully welcomed them for the singles matches. "AND NOW THE MOMENT YOU'VE ALL BEEN WAITING FOR! THE ONE ON ONE FINALS"!

Doctor Ooblek, or Barty as Port chose to refer to him today, explained that in place of brackets, the matches for the finals would be determined randomly right before said match was to begin. Grey looked down over the contestants, most were exactly who he predicted. It was a bit of a shame that Roy stood between Yang and Sun instead of Vincent but Grey didn't really know all of their group Dynamics. He legitimately hoped Roy would prove victorious. Nothing serves a teams ego like knowing that the guys who knocked you out won the whole tournament after all. The Screen flashed as it cinematically showed the potential contestants rolling by, and settled on Yang Xiao Long and Mercury Black.

Grey smirked at the cheers. Yang was a very capable student, and one he personally believed had probably the best chance of winning, though Mercury had shown considerable promise. Grey quickly scanned the audience. Cinder Fall, Mercury's teammate, and one of the individuals he had left the grounds to meet with, had gotten up and was leaving the arena. The look on her face made Grey nervous.

"3...2...1!" Port counted down as the fighters took their positions. Grey shrugged and chose to settle in and enjoy the match. The moment the word Go escaped Ports lips Yang and Mercury began a somewhat stunning display of hand to hand martial arts. Yang's style focused primarily on her punches, so she continuously closed in. She threw skillful flurries always aiming for Mercury's head and chest, firing the shotguns in her gauntlets with each strike, as well as whenever Mercury attempted to back off to make the distance dangerous. Mercury responded well to this, the armored sleeves he wore serving as a great defensive measure as he dodged and deflected Yangs strikes while trying to adjust the distance so his own attacks, Primarily kicks) could be launched and used effectively. Back and forth the momentum of the fight swung, each fighter mounting a constant offense to keep the other from gaining the upper hand. Twice Mercury managed a hit that knocked Yang down, but the Blonde recovered almost instantly and kept Mercury from gaining the full reach advantage of his legs. At one point Yang almost Knocked Mercury from the raised central ring that was used as the bounds for the Finals, but the boy used the firing mechanism in his greaves to launch himself back into bounds before landing.

Back and forth this went until Mercury set up a massive whirlwind of projectiles and attempted to finish Yang off. Grey noticed the way the shots moved, deciding his control of them had to stem from his semblance. As Yang was pelted by the barrage Mercury confidently smiled. Unfortunately for him that wasn't the end. Yang got back to her feet, an explosive charge of energy coming off of her, her own semblance kicking in. She masterfully utilized her increased power to blast through Mercury's guard and Break his aura outright. An impressive victory that left her sitting at only sixteen percent of her own Aura remaining. Only one percent over the threshold for disqualification. Even Grey let go of a breath he hadn't been aware he was holding. 'That is a sight that might make Vincent feel better at least' Grey thought.

The crowd cheered but their celebration was short lived as Yang, despite having been declared the winner and having already begun walking from the stage turned. Mercury had walked up behind her, looking like he might offer her a congratulation, something Grey thought would be out of character for him. Yang's eyes once more turned the deep red that indicated her Semblance was in use and threw a strong punch, punctuated by her weapon firing, into Mercury's leg. A moment later Mercury's screams of pain were the only thing anyone in the arena could really hear as the Auditory and video equipment was quickly shut down. The mood in the colosseum shifted as people began to yell and boo and some even screamed or cried in terror. Grey felt shivers run through his spine as all of Beacon, and possibly beyond, was suddenly flooded with dark and twisted emotions. Anger, disgust, outrage, fear. A more tantalizing mess of negativity for the Grimm couldn't have been made.

"WHY'D SHE DO THAT! WHY'D SHE ATTACK ME!" Mercury cried out in apparent distress as the Atlas Security surrounded Yang. The darkness hanging over the arena continued to thicken, and Grey could hardly breathe! Looking up he took note of the situation, and to his absolute shock almost none of the twisted emotional chaos seemed to be coming from Mercury or Emerald, who had run to her partner's side. More disturbing was the source of the most powerful emotions. Grey let his eyes move to the culprit unconsciously, spotting Vincent Stone running full bore for one of the exits. Grey got to his feet, assured Nero he was ok "Just need some air" and moved to intercept Vincent. This was too much. The darkness pressed heavy on his mind from all sides. It was time to get some answers.

Vincent stormed to the arena exit. Stirred up though the crowd was, all it took was one look from Vincent and people were practically scrambling out of his way. As he reached the exit someone reached out and put there hand on his shoulder. Vincent turned, his hand coming up unconsciously as though he intended to take the poor souls head from their shoulders. The slightly breathless look on Grey's face caused him to stop.

"I'm sorry Grey, I don't have time-" Vincent began but Grey shook his head, unceremoniously cutting Vincent off.

"No I think now is exactly the time" he said.

Vincent had to bite the inside of his lip to keep from screaming. "If you hadn't noticed something is very wrong right now. I know this isn't your school, but you've seen enough of us to know how-"

"I've seen enough to recognize a ruse when I see one". Grey said curtly, the look in his eyes was one of a man exercising his last ounce of patience. "I know what happened out there. I also know that Mercury Black and his team aren't who they claim to be. Seems to me your team has noticed the same thing". Grey began walking down the hallway, Vincent was flustered by how quickly the other boy was taking charge.

"I don't know what you're talking about but I've got to go see Yang".

Grey halted and turned abruptly, Vincent nearly walked into the shorter boy. For some reason he suddenly seemed much larger, the look on his face a great approximation of what Vincent thought his own face might look like at that moment. The look of rage faded so fast Vincent wasn't sure he saw it as Grey took a deep breath and said "They aren't going to let you see her anyway. While we wait till you can, and believe me I know you will, let's swap information. Because frankly we need to be ready to do SOMETHING!"

Vincent flinched, that brief flash of rage resurfacing at the end of Grey's statement. Taking a centering breath Vincent apologized to Yang once again in his mind and said "Fine. Come with me quickly while people are... Distracted. '' He said the last part through gritted teeth.

At the Team VYPR dorm, which it took a few minutes longer than normal to reach because Grey insisted on doubling back and checking for tails, Vincent found the rest of his team waiting.

"We can't do anything about," Roy began and then spotted Grey as he entered the room, "Oh, Grey. What's going on"?

"He knows" Vincent said.

"I'm sorry he knows WHAT!" Yordyl snapped.

"That's a great question-" Vincent started but Yordyl cut him off almost immediately.

"Here I thought we weren't bringing outsiders into this, for safety reasons, and now not only does someone outside our team know, but someone outside the SCHOOL"! Yordyl was not taking the stress of the past few weeks very well.

"Listen he-" Vincent started again before Roy cut him off this time.

"You could have at least talked to us before telling someone else" Roy said with a sad look at Vincent.

"Would you guys Listen to me MONTY DAMN it" Vincent screamed. "I know what we agreed on, and before you go blaming my emotional state, I didn't tell him. He came to me and already knew. Mercury, Cinder, He... He knows. '' Vincent took a deep breath as his anger fell from him, replaced by a sense of fatigue he was afraid wouldn't be passing anytime soon. "How much he knows I'd appreciate if he could share himself now".

Grey waited patiently as the Beacon team had their little spat. He reminded himself that they were all second year students, himself included, and that this was all very new to them. After a deep breath of his own he explained. "Since I got here there have been some strange, happenings I suppose is the best word for it." He paused expecting questions but they oddly all seemed to be giving him their undivided attention. "First there's you guys. Ochre mentioned to me something was up, He didn't know what because Ochre dosen't pry, all he said was it shouldn't affect our matches and to leave it at that." Yordyl raised an eyebrow but Phil waved a hand and she remained quiet. "Then there was Mercury yesterday. My Semblance let's me detect negative emotions, the kind that draw the Grimm, and Mercury Black was covered in them yesterday as he snuck away from the campus, so I followed him". Roy's head popped up but Grey shook his head "No I didn't get to hear what they were up to. Someone they're working with, A girl with two-tone hair, Brown and Pink, has a semblance that allows them to hide themselves. Rather than get caught I left. That's when Vesius, one of my team's opponents from the first round, sneaky guy, let slip that those three aren't really from Haven, or at least that he doesn't know them FROM Haven".

"This is all pretty slim" Vincent commented with an irritated look on his face.

"Add to that" Grey went on "the way Phil stood in the arena yesterday, waiting until he could see Mercury, Emerald, and I'm betting Cinder as I saw her there too, and then left, even though You've already told me how close your team and Coco's is. I'm certain he'd have stayed for that if he wasn't trying to specifically get something done where Mercury and his team couldn't see". The whole of team Vypr looked at Phil who shrugged and nodded. "All that with what just happened, Mercury faking an injury to draw negativity out of everyone watching, present and not, tells me something VERY serious is going on, and that you guys know about it at the very least".

"Faked?" Vincent, Roy and Yordyl all said simultaneously. "What makes you say it was Faked"? Vincent asked as the other three nodded in agreement.

"His legs are artificial. You didn't notice?" Grey answered. When the others shook their heads Grey sighed. "They squeak just a tiny bit when he walks, and he reeks of mechanical lubricant. Seriously it's kind of obvious".

"I guess it's good we don't have to do this all on our own anymore" Yordyl said after a few seconds of silence. She explained the situation with the Virus and her countermeasure. "The good news is that even though I couldn't prevent today, the fact that they DID use the Virus to rig that match means I can now prevent them from doing so again. They're control of the Arena is now nullified. UNfortunately since only the arena was attacked my counter-virus on Beacon's system still won't activate automatically, so I'll need to get to my computer to undo anything they mess with".

Grey nodded as they elaborated on what they had, how they'd gotten it and what they planned to do. "Last question, what is your relationship with Cinder and her little group" Grey asked Yordyl.

"My mentor works for a group that... enlisted Cinder". Yordyl answered.

"And your loyalty, to us or this mentor"?

Blushing Yordyl said "Phil".

Grey looked to Phil who nodded, smiling. "Good enough I suppose". Then he cracked his knuckles and began planning his own strategy. "You've been doing well" he said. "Not going to the authorities until you knew who you could trust, and have concrete evidence are not bad plans. Now we are very close. I'm betting your counter Virus, activated though it is won't be enough, but it'll alert you when it triggers and blocks their attempt right"? Yordyl nodded. "Good. Then tomorrow you and Phil should go to Ozpin, as soon as people are called to the Arena. According to my headmaster no one is more practical and willing to listen than Your headmaster, so if you tell him everything, and I do mean everything, and show him your scroll when the counter Virus triggers, he should listen". Phil and Yordyl nodded, that being exactly the course of action they had in mind. "We shouldn't be alone. Me and Nero will be in the Stands, Roy's in the matches, so he has to be there, Vincent wait in the locker room for him if you can, I'll have Ochre on standby".

"Shouldn't we tell your team about this?" Roy inquired.

"I'll tell them as it becomes relevant. By tomorrow Ochre will know, but the others won't. Before you ask why think about it. If I told Rosso he'd just go after Mercury now, yelling about the whole thing. Sadly Nero can't keep a secret from Rosso so I can't tell her yet either. '' They all cringed at the thought of Rosso ruining their plans and agreed with Grey. "I'll handle making sure he's in a useful position for when things go... wrong" Grey assured them.

Vincent listened to the planning, and agreed when they all said nothing more should be said of any of this once they left the room. Grey was going over what he felt, with the others input, were the most likely responses Cinder and her group would give once they discovered they're control was disrupted. Vincent sighed when a knock was heard at their door. He answered to find Ruby Rose, with tears still clinging to her eyes, outside. He turned back to look, and all four of his fellows nodded. He nodded in return, and left with Ruby.

Grey watched as Vincent left the room. "I hope he can hold it together until it's time". Grey said. He squeezed his own arm. Maintaining his own calm was getting easier now that the torrent of negativity had levelled out, but it was still a precarious thing.

Roy leveled an even gaze at Grey. "He'll come through. You going to manage"?

Grey nodded, a little shocked that Roy had seen through him like that.

Vincent walked through Beacon's halls, Ruby on his heels. They didn't speak. Ruby was probably fighting back tears. Vincent was afraid he'd snap at her if he spoke. When they got to team RWBY's dorm, they hesitated. Ruby went across the hall to the JNPR dorm. She looked desperately like she wanted to say something but didn't, waving awkwardly as she closed the door. Vincent took one last deep breath, and opened the door.

Yang was sitting on her bed looking over at the sound of the door opening. Their eyes met for a second, and Yang quickly reached over and threw her pillow at Vincent who ducked back behind the door before attempting to enter again.

"Now, NOW you show up"! Yang said, frustration painted across her features. "Do you KNOW how messed up my day has been! Where were you."

Vincent looked at her, swallowing hard. He had no idea what to say.

"Your not going to tell me... Are you?" A small tear welled at the corner of her eye.

"I'm sorry"

Yang's eyes widened, growing darker in color.

"My team and I..."

Her fist clenched.

"It's something I'm not supposed to tell anyone".

"ENOUGH" Yang shouted. Vincent winced. "First my match is sabotaged. Then I'm put on house arrest. My Uncle tells me not to do anything stupid, and no one but my team believes I didn't do it. And where is my so-called boyfriend during all of this! I don't know, and he won't tell me!" Yang's eyes turned deep red as her tone drops.

"I'm sorry" Vincent said, his insides twisting. He knew he couldn't say, and knew she'd understand if he could tell her, but it hurt so much not to.

"Why won't you tell me" she asked, her voice leveling out at a dangerously low and threatening timbre. Her eyes burned with the pains of the day.

"We're huntsman". Vincent said.

Yang screamed and punched Vincent full in the face. Vincent didn't resist, not even raising his Aura to block the right-cross. As he was slammed back into the door he stumbled. The ache in his jaw told him clearly just how hurt Yang was. He knew from experience that, even without her Ember Silica, the gauntlets she wore, she could have hit much harder. Looking up he saw her knuckles darkening to match the throbbing in his bones. She hadn't engaged her Aura either.

"Is it really important?" She asked, looking away.

"Yeah" Vincent managed to keep from sobbing.

"Will you tell me when it's done?"

"Yeah".

"Good. Make sure then. Come back and tell me then". She turned away, a soft drip sound could be heard as she did.

Vincent straightened up and turned to go. He hesitated with his hand on the knob. He took an uneven breath, and with tears starting to run out of his eyes answered. "Yeah... See... See you soon".

Chapter 8: And we all...

The following day the Finals were recommenced. The mood from the day before had mostly settled, but the lingering specter of what had happened loomed large over the arena. The next match would determine what came of it. As the screen dramatically showed the potential candidates spinning on a reel, everyone held their breath.

"And our next competitors will be, Roy Lavelle vs. Sun Wukong!" Port cried, doing his best to remain cheery.

Grey looked over the crowd. Cinder was nowhere to be seen, but Emerald was clearly visible near the Arena edge. She looked dismayed, or at least that's what Grey thought he saw at this distance.

Meanwhile Yordyl nodded to Phil as her Scroll beeped. The Counter-Virus had worked, Cinder's group had attempted to control the fighter select, and she had the proof. "Let's go, she said, swallowing the lump in her throat. Phil nodded back and they headed toward the Headmaster's office.

"One second you two" the Voice of Professor Goodwitch had never made Nero jump so high, or Phil's spirits sink so fast. "Where are you going"? Her normal request made them sigh with relief. Which, unfortunately, put a suspicious look on their teacher's face. "Well"? She said.

Having noticed Emerald in the stands, and not understanding what the girl was doing there, Ruby headed backstage. On her way to the other side of the colosseum she ran into Mercury. "Mercury?" She said, supremely confused to see him standing there, "What's going on? What are you doing here"? Mercury said nothing as the competitors were announced.

Mercury frowned and shrugged. "Sounds like things aren't going our way. That's odd." Professor Oobleck could be heard calling the competitors to begin. "Guess I'll have to improvise..." the sounds of the fight beginning and the crowd suddenly roaring blasts through the area. "... Showtime"! As he spoke he darted at Ruby. Ruby, taken aback by his sudden attack stumbled backwards a step, then used her semblance to try and zip past him. Mercury, however, reacted perfectly to her sudden burst of speed and knocked her right out of the air. As she fell to the ground, the young huntress pulled her scroll to call for backup, but Mercury shot it from her hand with a quick shot from his leg mounted weapon. "Let's just keep this between us, shall we?'' He asked smugly.

"Does that mean I can't play too?" A deep voice rumbled behind Mercury. Turning to meet the intruder, Mercury threw a high arc'd kick, which Ochre caught. Ochre's eyes narrowed, then he looked over to Ruby. "Obviously you should go" he said, nodding toward her fallen scroll. Ruby scampered to her feet as Mercury kicked his other leg up into Ochre's gut, forcing the Faunus to drop him.

Ruby ran, and Mercury moved to follow, but Ochre pounced past the kick-boxer and swiped with his natural claws. "More surprises. The others don't like surprises" Mercury said, his usual swagger in place. "Me though, I love this sort of excitement". He adopted a fighting stance, smiling as he noted Ochre wasn't armed.

"Begin" Dr. Ooblek said. Sun darted forward, spinning his staff, Ryujingubang, as he went. Roy answered with his own rush, his twin swords, Impulsa Tremendum, coming up in arms. A cheer rose from the crowd as their weapons clashed.

Roy took a step back, his blades parried easily by Sun's staff. Pressing his advantage Sun leaned forward and brought his staff down over Roy's head with a loud "HA!" With a smirk Roy activated his semblance, vanishing from under the monkey's weapon and slicing at him from his undefended side.

Ochre stepped forward, swinging with an open hand, his claws extended threateningly. Mercury dropped under the advancing attack, and then rose up aiming a kick at Ochre's midsection. Ochre barely managed to slip past the kick, and brought the back of his hand down toward Mercury. With a twist Mercury railed his other knee into Ochre's side. The two moved past one another and quickly turned to face each other in fighting positions.

"Pretty quick" commented Mercury, but Ochre rushed him again, refusing to give the smug infiltrator any time or distance.

"One of Beacon's finest! Roy Lavelle lands the first hit" Professor Port shouts happily. Roy smiles, relishing the small victory. He glanced up, noticing Emerald near the edge of the audience. He wished he knew how things were progressing on that front, but he knew he didn't have time at that moment to worry. Sun rushed in again, separating his staff into twin nunchakus. Roy let his swords slide from their hilts, using the whip function to maintain a superior range.

Sun spun the nunchaku, deflecting Roy's wips. His defense held, but he was unable to advance on the other boy. Smiling he turned sideways and as he deflected Roy's attacks turned and fired guns built into his weapons. The spread of the shot at that range meant that he didn't do much damage, however the impact of the small pellets made Roy miss a step. Sun leapt into the gap, delivering a fast kick to Roy's side before Roy rolled away.

"But Sun doesn't give him time to rest"! Ooblek said.

Ochre rushed Mercury, This time with closed fists. His fast one-two combination keeping Mercury on defense. Ocre came closer with each swing, constantly closing, similar to what Yang had done in her fight with the silver haired snob.

"Come on. This is all you 'huntsman-in-training' can do?" Mercury scoffed as he blocked and deflected Ochre's attacks with his armored arms. He kicked twice, forcing Ochre to block. His eyes widened when Ochre caught his leg and slammed him into the wall. Mercury landed and rolled. "Raw strength, just won't cut it".

Ocre stepped forward swinging hard. Rather than block Mercury rolled under Ochre's punch and kicked the larger boy in the face, sending him stumbling back just enough for Mercury to get back to his feet.

Sun flipped over, adopting his meditative pose, the two golden copies of himself leapt around toward Roy from opposite sides. Roy responded to Sun's semblance with his own, warping to just behind his Faunus adversary. He arrived to find Sun turning to meet him, Ryujingubang swinging in a wide arc to catch the Beacon student just as he arrived. Roy staggered back from the blow, a strange high pitched whine filled his ears.

Sun raised his arms, encouraging the crowd to cheer. Roy shook his head. For a moment he thought he was seeing double, three shifting forms of Sun stood basking in the crowd's cheers. Activating the Dust in his weapons Roy stepped forward to attack, and the three Suns darted around him. When they did Roy noticed two of them looked like Sun's semblance, but something seemed wrong. The high pitched whine rang through his head again as he moved forward to clash.

Yordyl's eyes widened and her throat dried out. Professor Goodwitch was not one to ask multiple times. She glared at the pair of students. On most occasions that glare would get someone like Yordyl to speak immediately, but she couldn't find the words to say! After everything she'd done up to this point, was she going to fail? Because she couldn't answer a simple question.

Phil shrugged. "We need to see the headmaster".

Goodwitch narrowed her eyes. "Why?'' she asked.

Phil shook his head solemnly, putting a hand on Yordyl's shoulder and guiding his dazed teammate toward the lift to Ozpin's office. "Afraid I can only talk about it with him".

Yordyl could feel the tension rising as Goodwitch considered what Phil said. Under normal circumstances she would never allow anyone, let alone a student dismiss her like that. Yordyl's mind raced, but wouldn't settle on an appropriate reaction. Without Phil's guidance she was stuck.

"Very well" Goodwitch said, frowning, "let us go see him then".

Mercury kicked forward, preventing Ochre from regaining his feet. He leapt and stomped as Ochre rolled over trying to get away from him. A few feet up the hallway Ochre threw himself spinning into the air, landed facing Mercury, then ducked quickly as the silver haired boy nearly kicked him in the chin.

Ochre took a deep breath as he regained his stance, stepping carefully as Mercury smirked at him. "This has been fun" Mercury said. "Unfortunately I do have work to do. So..". Ochre smiled and stepped forward. Mercury responded, turning to stay away from Ochre's swing, and felt a tap on his shoulder. Shocked he turned on reflex and Vincent Stone caught him hard on the jaw.

Ochre nodded to Vincent as Mercury staggered back. When the kick boxer took his stance a very different look came over him. "I don't think he liked that" Ochre said as he took his own stance.

"Yeah?" Vincent answered, a smile slowly growing wider on his face. "That's too bad. Because I know I did!"

Roy stepped forward, and immediately Sun adopted his meditative stance, sending clones rushing toward Roy from all directions. Roy had never seen so many of Sun's Clones at once, the normal two were joined not only by the two that already seemed to be but more and more continued to pour off Sun. Roy was perplexed by this, but it didn't really change anything. He loosed the blades from his swords, activating their Dust mechanisms as he did, and advanced, swinging the whip-blades around in a rapid pattern, slicing through the Sun clones whenever they entered his protective bubble. The crackling of the lightning as it arc'd around the arena drowned out everything, buying Roy time to think, while limiting Sun's options.

Sun backstepped and looked, perplexed, as Roy slowly approached, never breaking stride, but changing the pattern of his whips every third or fourth stroke, to keep Sun and his duplicates from approaching. "Well that's not fair" Sun said before splitting his weapon into nunchucks. He stepped forward and attempted to ward off Roy's advancing tactic.

"HELP!" A startling cry rang out from near the fighting stage. Sun looked past Roy's whips to see Ruby running from the prep area, waving her arms in the air frantically.

"What the" Port began. Across Amity Arena scrolls simultaneously began to beep.

Backstage, as Ochre and Vincent faced off with Mercury their scrolls activated. Mercury's irritation melted into his usual smugness as he said "You might want to check those. Don't worry, I'll wait". Ochre and Vincent glared at the snarky boy, when they heard an explosion. They glanced at one another, and Mercury turned and ran, laughing quietly. Vincent moved to follow, but was stopped by Ochre's hand on his shoulder. The big Faunus shook his head, and held up his scroll.

While Phil and Yordyl entered Ozpin's office with Professor Goodwitch, the monitors Ozpin had apparently been watching the tournament on suddenly changed, showing the Atlas airships, which had been in flight over Vale since the arrival of Atlas students for the festival, firing on one another. Collective looks of horror crossed each of their faces.

"We're too late" Yordyl whispered.

"This is what happens" the Voice some recognized as Cinder Fall said over every available device throughout the kingdom of Vale "when you entrust your future and your safety to men. Men who believe they know what we need. Men who dare to tell us what is right, but who are, in the end, only men." Airships fall from the sky, crashing into the streets and buildings below. The sound of them crushing Vale's prosperity punctuating Cinder's words. "The Headmaster's of our Huntsmen academies wield more power than some militaries. And this is what happens when someone has the audacity to control both". Another explosion rocks Amity Arena. "You might be asking yourself why this is happening, or who would do it? I personally think those questions are somewhat pointless. No doubt Professor Ozpin could justify this attack, as defending his poor small kingdom from the advances of a power hungry neighbor that dared bring his army to another's doorstep.

"But if yesterday's dismemberment told us anything, it's that Ozpin is no better a role model. Teaching our children brutality in the name of protection". People winced at the memory, a grisly scene of humanoid shapes rising from the flames and wreckage continuing to raise the terror of the unfolding incident.

"The answers provided by the Atleasians and their General Ironwood are no more comforting. The metal men they claim will protect us becoming ever more advanced, ever more dangerous". The view changes, showing plans and models for the various mechs that were now emerging onto the streets. "The latest model, disguised as a little girl" the last plans to cross the public view revealed Penny to be an Android. "I don't know why such a disguise is needed. I don't believe the Grimm can tell the difference".

The crowds gasp, some scream, and nearly all begin to panic and run, in the arena people clear their seats, as Penny Polendina staggers from the back area. "Penny?" Ruby asks as she turns to see her friend. Penny's steps are jerky and unnatural, her blades float above her, their strings shimmering with each step.

"Friend" she says in a robotic voice "help". One of Penny's blades shudders, then darts suddenly at Ruby. A flash of Roy's semblance goes off and he pushes Ruby to safety, barely managing to deflect the attack.

"As one who hails from Haven" Cinder continues "I can assure you the situation there is, equally, undesirable". Penny's blades lash out again, General Ironwood leaps from the stands, firing his sidearm to protect the children she's targeting, as Penny cries for help in the broken robotic tone she seems unable to stop.

"What you must ask yourself now is... Who can you trust?'' With that final cryptic line Cinder's words cease, but the terror continues to play on the monitors.

"What are we going to do"! Someone shouts.

"Penny!" Ruby cries.

A figure drops from the outside of the announcers booth, Rosso stride rushing to stop Ironwood.

Amidst all this chaos, Grey looks around, trembling. "This is so much worse" he says, then looks straight up. "Oh no".

Perched atop the hardlight barrier that serves as the arena roof, an enormous Nevermore caws.

Chapter 9: Fall

"Help, friends -ends, -ends" Penny drones as her blades whip at those standing closest to her. Roy deflects a couple, but his exertion makes his moves sluggish, and Penny's attacks threaten to overwhelm him with each lash.

"Stand back!" General Ironwood shouts, attempting to aim at Penny.

"I can hardly do that" replies Rosso Stride, who stubbornly blocks the General's path. "Can't you see the damsel needs rescue? Not further distress?"

"Damsel? Boy you have no idea do you? If she's not stopped she could kill us all!"

Above the Nevermore screeches, banging on the hard light dome keeping it from the collection of panicked morsels below.

"How did it get past the kingdom's defences" someone shouts.

"It wasn't alone!" Ren answers.

Ruby grabs Roy and pulls him away from Penny's attacks, and Sun Wukong joins them in staving off her lashing weapons.

"Any ideas?" Sun asks.

"Not a good one" Ruby responds as she narrowly evades another blade.

"Well. A bad one is better than nothing!" the monkey tailed Faunus replies.

Ironwood shoots the weapons as they come. "What would you have me do boy!?" He shouts at Rosso, who stands taller refusing to back away.

"This is a terrible plan" Roy mutters as Sun protects him and Ruby.

"Just get me close" Ruby answers. Roy grits his teeth and activates his semblance once more. Ruby bursts through the temporary gate Roy creates, appearing right in front of the out of control Android.

"Ruby?" Penny says as her friend wraps her in her arms. "I.. I..." Penny's eyes flash as she tries to fight herself, her arms rise in a jerky motion.

"No!" Ironwood shouts.

"Wait" Rosso retorts, still blocking the General's path. Finally having had enough, Ironwood grabs Rosso's shoulder and pushes the young huntsman aside.

"Ruby... I'm sorry" Penny says, her arms wrapping around the red cloaked girl. Penny's blades fall from the sky as she goes limp in Ruby's arms. "I can't think of another way".

"Penny?" Ruby cries as her friend collapses, too heavy for Ruby to hold up on her own. "Penny no!"

"It's coming" Grey says. Up above the Nevermore cries out again before rising and slamming into the barrier, shattering it like glass as it bursts through crashing onto the arena below.

The Creature of Grimm rises, it's cry echoing through the arena with a fresh wave of terror. It takes one step, spreading its wings wide. Then a stream of blurred red rushes into the beasts chest, causing it to stagger.

"Leave her alone!" Ruby Rose says, stabbing one of Penny's blades into the creature, a tear running down her cheek. The creature of Grimm snaps its beak at the small girl, but is hit as it does by another figure. Rosso Stride joins Ruby's attack with nothing but his bare hands and a cry of outrage.

The two drop from the Nevermore's breast. It leans, as if it intends to crush them. From above something strikes the creature, impact after impact slams down as those beneath it scatter. The immense creature of Grimm falls, as the rocket propelled lockers from Beacon academy rain down on it. Students from the various academies climb the beast, collecting weapons from their lockers.

When the Nevermore again attempts to rise, the collection of huntsmen-in-training quickly dispatch it. Working together to hold it down, draw it's attention in multiple directions, and finally decapitate it in a display of numerous talents.

"I'm... Impressed" Ironwood says.

The beginning of a small celebration is cut short as Ochre and Vincent enter the arena, their own lockers dropping in as they do. Ochre promptly grabs a shell from his bandolier and freezes the entrance they came from.

"What's happening?" Ironwood demands.

"Atlesian knights and Grimm" Ochre answers.

"We don't have time" Vincent says. "We've got to get to the ground". The two quickly don their weapons as they reply.

As all the students gather, along with Ironwood and the professors from the announcers booth, Vincent and Ochre share what they know. When Cinder's speech ended Vincent had immediately called Yang. She revealed that the school grounds was under attack by White Fang, a group of Faunus extremists and Terrorists, who were dropping Grimm of various descriptions in via bullheads. Wiess and Blake also called, and stated that Grimm were attacking the city as well, along with the Atlas military drones, Knights and Paladins that were emerging from the wreckage of the fallen airships.

"We tried to head for the ground, but apparently there were already knights here on the stadium" Vincent said angrily.

"We also saw bullheads dropping Grimm... Not to mention the flying ones, so we doubled back to arm up and get everyone here. Glad you're already moving to be honest" Ochre finished.

"Great" Ironwood said. "So we have to fight our way to an airship. The city, school, and arena are under siege, and my own troops are being used for the attack..." He shook his head dejectedly "Ozpin is going to kill me".

"What should we do?" Someone asked.

"We fight!" Came the voice of Ruby. Everyone turned to look at her. "This is why we entered Beacon and the other academies in the first place. It may not be what we expected, but for the people of the city, for those scared, or alone, and those who can't fight anymore, we have to strike back"! She glanced over and Vincent smiled, tossing her his scroll. She pushed a quick set of buttons and a locker rocketed in next to her. She pulled Crescent Rose, her Schthe, from it and shouted "WHOSE READY"!

The crowd cheered. Ironwood nodded. "First we get to the ground, then we take back the city." The General says, taking command. Again there were cheers, but they were interrupted by roars as Griffins, horse bodied flying Grimm, descended.

"We'll handle these" Professor Port shouted.

"Leave it to us. Go go!" Doctor Ooblek said.

"But... We can help!" Ruby answers, unwilling to leave her teachers behind.

"You will help" Ironwood says, looking into her silver eyes. "But you're needed elsewhere". Ruby looks back at Port and Oobleck who smile and nod.

Ruby joins Ironwood leading the students out as the two Beacon teachers took on the circling Grimm.

Ochre half dragged Vincent to his team. Nero, her harnesses set in place, was examining Penny, whom Rosso was holding. "Will she be alright" the puffed up performer asked.

"I can't say for sure" Nero answered. "I'm not exactly familiar with her, admittedly awesome, design. It looks to me like she may have shut her own systems down. She can probably be rebooted, but whatever made her go haywire will probably just take over again ".

"She needs to get to Yordyl" Roy said as he and Ruby got to them. The group had moved into the halls, the sounds of nearby combat could be heard as the professors fought the Grimm behind, and Ironwood engaged the Knights ahead. "Yordyl's counter-virus should allow her to get control of herself back".

"Great!" Rosso practically shouted. "Then I'll bring her there".

Grey shook his head. "You don't know where she is you oaf. Besides you can't fight while carrying her limp body. She's nothing but dead weight, and a lot of it".

Rosso heaved Penny up, carrying her piggyback. "I won't leave her behind. I've got to try" he grinned, hiding the strain behind his cheery bluster.

"She'll most likely be headed for the CTT. Ozpin will hopefully be with her and Phil". Roy said, swallowing his own fatigue. "We'll head that way once we get to the ground".

Ruby nodded her agreement. "Hopefully we'll find the others too. First we need to get to the bullhead."

"I'm not going" Vincent said, the others looked at him in disbelief. "Before any of you start arguing, Yang is in trouble at the academy. I'm going straight there, the arena is practically right above the grounds. I'm glad you've all got a good plan, take care of each other". Vincent turned to run off before anyone could stop him.

Sighing deeply Ochre slid the dust cartridge out of the hilt of his sword. "I'm going with him. Nero, I need a shock cartridge and a shell for this ice one". Nero handed him what he asked for from the large pack she wore. Ochre nodded as he loaded up then turned to follow Vincent.

"Great. Just be careful, there's... Too much" Grey said massaging his temples. Ochre nodded as he went.

"Grey, are you alright?" Nero asked.

"I'll be fine" he growled.

With a small sigh of her own Nero triggered a mechanism on her pack, which brought out what looked like medical supplies. "Here, water bottle. Drink slowly" she said as she pressed a small cylinder into Grey's free hand, her tone suddenly very forceful. She then turned to Roy. "It's not much, but you're Aura is pretty strained" she said, handing him another cylinder and a wrapped bar. "Take those and try to recover a little before getting into any more fighting".

Roy took the objects, looking perplexed at the small girl suddenly taking charge. "Uh, sure. What is it?"

"A protein bar" she answered as she put the compartment back into her pack and retrieved her gun.

Ruby giggled as Roy blushed a bit. Then they moved out, joining the other students following Ironwood. Ruby rushed to the front. Roy sighed, unhappy that his friend had run off, but knowing in his current condition he couldn't stop Vincent anyway. 'At least he has backup' Roy assured himself as he ate the protein bar.

Ironwood charged into the Atlesian knights. The collection of mechanized soldiers took aim at the approaching huntsman. With precise shots the General began taking them down. Fire from the students backed him and the line of robots quickly fell to pieces. Things seemed well in hand when a howl rippled through the area. Tearing through the knights from behind a massive creature of Grimm appeared. The partially humanoid monstrosity lunged at the General, it's lupine face drooling with it's lust for blood. An Alpha Beowulf, one of the superior forms of the Grimm had come.

Ironwood stepped forward and held up a closed fist, signaling the others to stand back. The creature charged straight toward him. Firing as it closed the distance, Ironwood stood his ground. Unfortunately the rounds from his heavy hand cannon seemed to have little effect. Once it closed on him Ironwood stepped in and caught the Alpha's attack with his off hand, then heaved the creature into the air. Despite being nearly twice his size the Beowulf flew easily over Ironwood's head and slammed to the ground next to him. The General put two shots into the monsters skull at point blank range, and it disintegrated.

At the ship docks the group paused. When Ironwood turned to speak the entire group listened, a newfound respect having been installed by his show of impressive strength. "There's only one ship. It should be able to carry us all, but we'll have to descend quickly" he shouts.

"What about the airship?" Ruby asks.

"Unfortunately the Bullhead won't be able to get close without being shot down." Ironwood answered quickly. "Believe me I'd prefer to take it out. Without its control signal the Mechs would shut down. Unfortunately there's no way for now".

The group boards, but as the Bullhead takes off Ruby jumps back to the arena. "Wait. What are you doing*! Run, Sun, and Roy shout.

"I've got an idea!" She calls back before running back into the halls.

Roy sighs. "I'll look after Ruby. Just get down safely"! He leaps and lands as the Bullhead pulls away.

Ochre and Vincent run toward an observation deck. Vincent rolls into the first Knights they encounter, pulling his rifle and firing up into the robots blocking his path. Ochre darts past, his sword flying from its sheath in a fast arc. Sparks fly as the lightning dust enhanced blade carves through the machines. Vincent shoots more coming down the hall.

"You don't have to come with me" Vincent says as he re-holsters his weapon, resuming his run.

"I was told to cover you. Grey's order. '' Ochre replied, as though that solved the matter.

"Oh cool" Vincent said. Punching another knight with his shock enabled gauntlet as they rounded a corner. "Here I thought you just liked me".

"The two aren't mutually exclusive" Ochre replies as he rips the head off a different knight.

Upon reaching the deck the two look over then leap from the side, landing in trees just a short ways from the Beacon campus. Overhead the Bullhead launches from the Arena.

"Anyway i couldn't have stopped you" Ochre said.

"I guess that's true" Vincent replied.

Two larger than normal Ursa, massive bear-like Grimm, lunged from the shadows. Without a word the two drew swords and cut the creatures to pieces. They nod to one another before continuing on.

As Roy ran back through the halls he encountered little resistance. He wasn't sure what Ruby was planning, but he was reasonably certain it was reckless. Knowing Vincent would never forgive Roy if something happened to Yang's younger sister, as if Roy would ever forgive himself, he ran.

Soon he found himself back at the arena center. Ruby still nowhere to be seen. Griffins continued to dive at The professors, who stood back to back in the center of the arena. Roy lept in to help. His whip blades making easy work of diving Griffins. Minutes later the three had made it to cover, and the majority of the beasts had moved on, no doubt to larger concentrations of people.

"I say, good sport that was. Not the heroic last stand I thought it would be, but good sport nonetheless" Professor Port said, still managing to be long winded, despite being regular winded as well.

"Indeed. I don't know how much longer we'd have lasted had you not so timely arrived." Ooblek said to Roy, seeming less winded, though not quite his usual wellspring of energy. "Though I do wonder why it is you returned".

"The others made it off the arena" Roy explained, his own share of fatigue showing. "Ruby came back for some reason. I was following her".

The two Beacon professors glanced at one another. "You don't think?" Port asked.

"I'm afraid I do." Ooblek replied.

"What" Roy asked, wishing he didn't have to.

"Well, shortly before you arrived, Peter and I heard an engine near our scuffle". Ooblek explained.

"Startled the Dickens out of me" Port put in.

"Unfortunately, given our predicament, we didn't have appropriate time to investigate, but I did see the flame of a rocket locker jetting away". Ooblek finished.

"Let me guess" Roy said with a heavy sigh, "angled toward the airship".

"Not that you mention it, I do believe so". Ooblek looked up to see Roy's face taking a determined cast. "I say, Peter. We must find ourselves a way to the ground."

"Yes, Quite right" Port said, heaving his musket axe over a shoulder. "A Huntsman's job is never finished 'til the last of the Grimm is felled!" He says and rushes off.

Ooblek turns and smiles at Roy. "Make sure you both get home. This will be quite a tale for the history books, and I look forward to hearing it".

As Oobleck follows Port, Roy sighs to himself. He drinks the water from the cylinder Nero gave him. He'd have to thank her later. He could only manage a few more jumps with his semblance. He should be trying to recover strength, but he couldn't abandoned Ruby. He shook his head. Vincent had grown up with Roy, if anything happened to Yang's sister Vincent might never recover. Roy simply couldn't allow that, his friend had suffered through enough. He didn't need to blame himself over events he couldn't control.

Roy planted himself on the side of one of the lockers and punched in a code to take him up. The engine ignited and Roy wished with all his might he had a better option. He zoomed up, past creatures of Grimm scattered throughout the night sky. He couldn't aim perfectly at the airship because it was in motion, and he just didn't have time to figure it out, but as he flew up he saw Ruby fighting a man in a white coat. He recognized the criminal Rowan Torchwick even at this distance, his orange hair rolling out from his hat.

The notorious thief knocked Ruby down. Her team had apprehended him before. Now he seemed ready to take his revenge. Roy dived from the locker, angled toward the ship. He only had one idea, and no time to think it through. He screamed at the top of his lungs. A Griffon flew down behind Touchwick as Roy triggered his semblance. Roy emerged from his gate slamming his shoulder into Torchwick, his blades shearing the face from the creature of Grimm as he passed. He and Torchwick sailed over the top of the flying machine and down the side, plummeting to the city below.

Roy couldn't believe the situation. He thought he heard Ruby shout to him. Looking over he realized Torchwick was unconscious, Roy's hit having knocked him out cold."Great" he muttered to himself, angling himself and wrapping an arm around the fellon.

"Sometimes... Being the good guy sucks. '' Roy triggered his semblance again as they came below the line of buildings, he shot back up, disoriented a moment as he reverses his direction. Spots dotted his vision, he couldn't do much more. As he reached a peak, gravity caught up to him and began to pull him back down. But now that his momentum was less he had a chance. He used his semblance once, twice, three more times to reduce the distance the two traveled. They picked up some speed, and slammed into the street below, bouncing and rolling as they crashed.

Roy looked over at Torchwick as his vision faded. He hoped so desperately he'd made the right decision, he passed out his last thoughts turning to his childhood friend once more.

Chapter 10: Down

"We're too late" Yordyl said. She, Phil, Ozpin and Goodwitch all stare, stunned, as the Atlas ships open fire on one another, and Cinder's speech begins.

Ozpin looks up almost instantly to Goodwitch. "To the city" he says, a sharp authoritative tone cutting crisp through the air.

"But" the gold haired teacher begins, glancing at the kids she was escorting.

"Now! And take Qrow with you!" Ozpin responds before she can protest. "Not you two" he adds as Phil and Yordyl move to follow the retreating professor, "I'm going to need answers from you first".

Yordyl could feel her heart beating in her ears. If Phil had not grabbed her hand right then she wasn't sure if she'd have fainted or fled. As it was she nodded and stood quietly as the horror began to unfold.

"What do I do" the Beacon headmaster muttered to himself as Cinder's last cryptic words hung in the air. Yordyl and Phil looked at the screen, as their home for the last two years was lit like so much tinder, monsters emerging from the flames to consume what the fire did not. "Well?" Ozpin said, turning to the two of them.

Yordyl couldn't speak. She was responsible for this madness. She may not be the one who perpetrated it, but she had been there to assist. Even having chosen to turn against those truly responsible, her choice of actions had still allowed this to happen. She could feel her mouth drying out faster and faster as Ozpin's gaze bored holes through her. "Who can you trust?" Cinder had said. How, after everything could Yordyl expect Ozpin, or anyone, to trust her?

"Those responsible have infiltrated Beacon, posing as students here for the festival," Phil said, once more taking the load from Yordyl's shoulders just before it could crush her completely. "They implanted a virus in Beacon's systems, as well as Amity arena and the CCT".

Yordyl swallowed her fears. "I developed a counter-virus" she heard herself say, her voice shaky, but gaining strength as she went. "If we can get it into the CCT it should cut off their broadcast".

Ozpin looked at them, apparently weighing what he was hearing. "I don't have time to get all of the details," he said after a long second. Glass shattered somewhere below. "Less than I'd assumed, it seems. You're certain this counter-virus will work"?

"Yes" the two students said simultaneously.

"Good. Go and install it in the CCT this instant" he picked up his cane and tossed his personal scroll to Phil. "That will get you past whatever permissions would be required, assuming they're even intact. Now, hurry!".

Down stairs they found a grizzly sight. Creatures of Grimm had already entered the academy, breaking down doors and windows, multiple Ursa roared as the three huntsman came into view. The bear-like creatures hurled their bulky masses toward their newfound prey. Ozpin leapt high into the air, without a moment of hesitation. He landed on the first of the creatures, which halted at his touch, twisting to remove the small irritant from its back. Ozpin gave it no time, springing from the beast as its compatriots rammed full force into the creature, sending the three of them sprawling.

Phil scooped Yordyl into his arms and leapt over the mass of Grimm, as Oz turned and thrust his walking stick through the monsters, destroying them instantly. Before the mist of the creatures could dissipate more came rushing into the building, Beowolves and Ursa roared as they entered.

"GO" Ozpin shouted as he dashed forward, clearing the path to the door. Phil rushed into the gap, Yordyl clinging to him as they burst past the fading creatures. The two ran, the sounds of Ozpin's battle fading behind them.

As they went more Grimm emerged from the sides of the path, overhead bullheads flew about, Grimm and humans in white, grey, and black, leaping from them. "The white fang!" Yordyl gasped, recognizing the garb worn by the Faunus terrorist group.

"Looks like you weren't Cinder's only backup" Phil said as he ran. A larger than normal Ursa, known as an Ursa major dropped into their path, grumbling as it rose to full height. "Ali oop" Phil said as he tossed Yordyl into the air.

The Ursa Major reard, its mouth gaping as it followed Yordyl. Yordyl's expression shifted from shock to a cool sort of anger, her eyes meeting the malice filled spheres of the Grimm's. She flicked her wrist, and the wooden walking stick that served as her weapon extended, the fibers of the wood stretching out and muzzling the creature. As it did, Phil rammed full force into its midsection. The beast reared back and Yordyl road to the ground behind it, before wrenching her stick,a loud crack and the Grimm dissipating answered her motion. She recoiled her weapon and resumed running as Phil came up alongside her, his dopey grin nearly making her chuckle despite the dire situation.

A little further on they were attacked by a group of White Fang, herding Beowolves toward Beacon. "Not cool guys" Phil said as he skidded to a stop, knocking a Beowolf away with a solid punch.

Yordyl counted. Four White fang, and six Grimm. Not great odds for two students. She glanced up at the trees that hung slightly over the road. 'Well' she thought, 'two other students'.

Phil pulled out a pan flute. "Perhaps some music will chill you out". He said and began to play. The sharp quick music filled the air almost instantly. As it did Yordyl sidled off the path and around a tree to flank their enemies.

"Wait, what the" one of the White Fang assailants said.

"Oh it's too late for that" Yordyl said, knowing her voice would seem to echo around them like Phil's music had already begun too. "You idiots had lost the moment he started playing". As she spoke one of the four stepped forward. Yordyl didn't know if he intended to attack, or to spur one of the Grimm on, but it didn't matter. The White Fang member tripped over his own feet and fell face first into the midst of the Beowolves. The others swayed back and forth, faster and faster with the tempo of Phil's music.

When one of them fell, Phil changed the song. The four Faunus raised weapons, swaying like drunkards, but the Beowolves suddenly turned, circling their would-be herders. The one who had fallen scrambled back to the feet of the others, and they all stared in horror as the Beowolves closed in. "What is this, what's going on" they shouted as the music changed again, causing the Beowolves to leap and bound around and over them.

Yordyl chuckled to herself as she placed a hand on the sturdy Oak by the path. Phil had them trapped in his Semblance. His power channeled into his music disoriented his foes, while it filled her with vigor. On Grimm it was even more effective, because the minds of the men resisted the melody, but the creatures of Grimm were entranced by it. Chasing bits of his Aura as it swayed dancing before them. The silly Faunus that Yordyl had come to love so delighted in making the fiercest monsters dance. But he was too gentle to actually turn the deadly creatures on the befuddled fools that stood in their way.

Yordyl focused, feeling the wooden fibers of the tree before her twist as her Aura began to run through them. The oak's branches twisted about and caught each of the four assailants as they stumbled about. Then Phil played one last long note and the Beowolves jumped into the tree's waiting grasp. Yordyl used the oak to crush the creatures of Grimm, but left the Faunus hanging, trapped but alive as the two resumed running toward the city below Beacon.

Ochre and Vincent run through the trees. Grimm of numerous descriptions leap at them from the shadows among the trees. Each is cut down buy the two of them. Blades flashing for mere seconds as they are attacked. Without pause the two continue on after each kill.

"Are we going the right way"? Ochre asks after the third Grimm attack.

"Of course" Vincent answered.

"You sure?"

"Yes I'm sure".

"Didn't look so far from up there" Ochre sighed.

"Height can distort distance" Vincent replied curtly.

"And these trees seem like they can distort direction" Ochre answered. When Vincent remained silent Ochre sighed. "I mean in the dessert you can see anything nearby. So I'm really not sure if you know where you're going".

"Yes. I know where I'm going! This isn't the desert ok! And I live here!" Vincent sheathed his sword and slid his spear out, punctuating his statement with a heavy thrust into the latest Grimm to cross their path. "Now keep quiet! We don't want to draw any extra" a number of human shapes lean out from among the trees, one of which lunges at Vincent, who flips his spear and smacks the assailant in the head knocking him out. "Attention" he sighs taking a defensive posture as Ochre moves to stand back to back with him.

"Who are these knuckleheads?" Ochre asks as the white, black and grey clad people circle them.

"Based on the marking on this one's back" Vincent said, indicating the red wolf symbol on the back of the unconscious assailant next to him, "looks like the white fang".

"The what?" Ochre asked.

"Are you kidding"? Vincent asked, incredulous.

"No. Never heard of them. '' Ochre answered looking at the circling enemies.

The group of enemies lunge in. Vincent catches one's attack on the haft of his spear, rolling the attacker into another. "Seriously. You've never heard of the white fang" he says as he turns to defend more. "The Faunus rights activists turned terrorist group?"

"Faunus activists?" Ochre asks as he deflects one attacker with his gauntlet and kicks another in the face. "Wait. I don't understand."

"Yeah!?" Vincent replied, his irritation obvious as he pins a white fang member to the ground with his spear, and flips his rifle out, blasting another down with mud shot. "Faunus rights not an issue in Vacuo"?

"Of course not" Ochre replies as he slams another assailant into a tree. "Why should it be"?

"Great question" Vincent answers as the last opponent is knocked down. "I don't really have time to teach you history".

"Eh. I'd probably sleep through it anyway" Ochre answers. Something massive passing overhead causes the trees to sway from the force. "What was that".

"No time" Vincent replies reholstering his weapons. "Hang on Yang" he mutters as he runs on, Ochre turning to follow a moment later.

Phil and Yordyl took the most direct path they could, forcing their way through Grimm that became more bold and ferocious as they went. Along the path Juane Arc and Pyrrha Nikos passed them going the opposite direction, the two groups barely acknowledging one another in their haste.

When the two reached the city they found a path of shattered Atlas machines, likely clears by their fellow students. "I wonder why they were in such a hurry" Phil said when they slowed to catch their breaths.

Yordyl shook her head. "No time to worry about that right now". She looked about at the fallen knights. More could be heard down alleys and streets. "At least they made the path a little smoother. And if those two got out of the arena others probably did as well."

As if in answer to Yordyl's statement a small group of students from various academies ran by, apparently hunting for Grimm or Knights to dispatch. Phil smiled his easy smile as they continued on. Perhaps this wasn't going to be as hard as they first assumed.

They turned on to an open area to find Chaos. Huntsman, Grimm, Robots, and Civilians running about. Laughter could be heard as Idris Beo tore through a line of Atlesian Knights, his claws flashing while Sparks flew. A group of Beowolves rushed the maniacal brawler, but a pair of tethered knives flew from an alley, piercing the offending Grimm. Vesius Peryton zipped along those lines and used them to flip the snared beasts into others, then impaled them all on his extending spear, before vanishing back between more buildings. Yatshashi Daichi swung his massive sword, cleaving through lines of enemies. Neptune Vasilias was using his weapons Gun configuration to keep distance. A group consisting of Coco, Grey, Nero, Velvet, and Wiess, seemed to be gathering Civilians and injured. Everywhere guns fired, people screamed, and more Grimm continued to appear.

Before Yordyl could pick a path through the battlefield, Phil darted toward some Civilian stragglers. Yordyl side, following his lead. A pair of Ursa charged toward the fleeing people of Beacon. Phil quickly slid in front of the beasts, his flute already filling the air with it's music. Yordyl hopped on Phil's shoulders and bounded over the Ursa as they stumbled, quickly crushing the beasts with her walking stick before they could tumble over Phil. She landed,only to be attacked by knights with swords. Yordyl weaved and dodged, her fluid dancing easing her around the enemies weapons. Phil continued to play, further enhancing Yordyl's practiced grace. Unfortunately her stick was little threat to the metal adversaries, and without anything sturdier to work her semblance on she was soon cornered.

"Goat Kick!" Phil shouted as he knocked the head of one of the knights clean off. Yordyl gave him an irritated glance as she danced around the other. A loud engine roared as Orion Adams smashed his glaive down on the knights, his chainsaw blade chewing the robots components to bits. "Thanks" Phil shouted before waving Yordyl to follow.

Yordyl shook her head. The Civilians had escaped during the frenzy. This wasn't going to be easy, she had no choice but to accept that as she dashed after her friend deeper into the ongoing fight for Vale's survival.

People screamed, Grimm howled or roared, and gunfire burst as the battle raged. The moment they hit the ground the Students had split up, each fighting to protect the kingdom in their own way. A handful had gone with Ironwood, making the mechanical assailants their priority. Others had simply run off with their respective teams, unused to working with so many. Those that remained were quickly dispatched by Grey and Nero with a different objective. Saving the people.

"The others will handle combat" Nero told them. Grey nodded meekly, the growing fear and concentration of Grimm were making it harder and harder for him to cope. "We'll see plenty of action, but even if we drive the Grimm off, and stop the Knights, and catch the perpetrators, if the people of Vale die we've lost". She and Grey guided others, using their semblances to locate people who were trapped or in need. Unfortunately, it was nearly impossible to find a safe location to use as a base. So Nero would patch up those she could and let them run toward whatever shelters they could. It wasn't the most effective strategy, but it was what they could do.

When Phil and Yordyl found them Rosso, who still carried Penny's limp body rejoiced. "Finally!" The rambunctious wrestler shouted. "Quickly, you must save poor Penny. I fear she has suffered the worst".

Yordyl looked down at Penny's limp form. "What do you-" she began, when a loud blast, accompanied by Coco and Weiss' screams abruptly cut her off. An enormous mech had emerged from a building, tearing through the wall and showering debris over the defensive line the two huntsman girls had been holding. Both were sprawled on the ground as the mechanical monstrosity stomped toward them.

"A Paladin" Weiss said weakly as she struggled to get to her feet.

Phil and Rosso quickly leapt in slamming the machine as hard as they could. Rosso gathered dust from the destroyed area and repeatedly struck the Paladin's hard metal frame, but to no avail as the machine shrugged off his best attempts to halt it.

Velvet and Yordyl ran forward and grabbed Weiss and Coco before the Paladin could fire at them.

"This is a tough one" Rosso shouted.

"Yeah, wish I had a nutcracker" Phil replied.

Nero fired fruitlessly with her gun. But the Machine matched inexorably forward, brandishing it's Gatling gun arm. A burst of blue flame engulfed it, and it paused in its destructive approach as its weaponry was encased in ice.

"Am I late"? A familiar, arrogant voice asks. Damion Mephis walks, almost leisurely around the trapped Paladin. Licks of the blue fire can be seen streaming from his pinstriped suit, the blue lines dimming. "Oh I've saved so many angels, perfect timing".

The paladin shifts, the ice cracking as it does. Damion stops his gloating short leaping back from the mech before it can slam one of its arms, easily twice as thick around as Damion's entire body, where he was standing.

Grey gets to his feet. "I have to stop it," he says, his hand dropping from his head.

"Are you sure you even can" Nero asked, concern dripping from every word.

Grey smiles, his eyes glowing a bright yellow. "I don't know. But I don't think I have a choice." He answers before stepping forward. "Rosso, Phil!" He shouts as he flips his pistol and baton out of their holsters. "Get back!"

Rosso smiles his best as he flings himself out of Grey's path. Phil looks quickly from the Paladin back to Grey, then does as he's asked. Grey assembles his rifle and takes a knee as his shadow pools beneath him, darkening.

The Paladin turns, it's gatling gun spinning free of the ice, taking aim at the children in its path. Grey's shadow extends toward it, the form of a Beowolf rising from it, and then leaping at the paladin. In the air the Grimm shadow expands to become an Alpha, quickly matching the size of the Paladin and gripping the gatling gun in its jaws, biting down, crunching the metal. With the Mech held, and before it could strike back Grey squeezed his trigger. The vents on his shoulder pads align releasing the back draft of his powerful shot, which punches straight through his shadow and pushes the mech back. The paladin slides back and falls, toppling backwards as the force of Grey's Dust round crashes through.

Everyone stares for a second as Grey's shadow sinks back into the ground and flows back to its spot beneath him. A deep palpable sigh of relief can be heard, when suddenly the Paladin moves! It twists and rises, righting itself. The shot punched through, but the behemoth stands no worse for wear.

The huntsman gather together, preparing to make another stand against the implacable opponent, when they are surrounded by Grimm of all descriptions. Ursa and Beowolves, King Taijitu, and Griffons. Grey sighed, he looked back at Nero, a tear in his eye, the sclera turning black. "I'm sorry" he whispered. Overhead something else roared, the Air trembling as it echos.

Ochre and Vincent cut through the latest batch of Grimm, as they finally reached the forest edge, the Academy in sight.

"Ok. So this was the right way" Ochre said.

Vincent wasn't listening. He looked around, double checking where they were, when he saw what looked like the tail of Yang's hair rounding a corner. "Yang!" He shouted and ran, not even checking to see if Ochre followed.

Ochre kept pace, and as the two rounded a bend they found horror. Yang Xiao Long rushed full speed at a figure in black, his red hair glowing, his white mask a threat to everyone who looked at it. Behind the man Blake Belladonna sat, a look of horror on her face as she tried to scream for Yang to stop. The man in black swept forward, a sword the same red as his hair flashing from it's sheath almost too fast for Ochre to see, and Yang fell. Her momentum carrying her into Blake's arms as the arm she had raised to strike with flew in a different direction, severed in one clean motion. The man turned and swung again, but the forms of Blake and Yang vanished.

"NOOOOOOO!" Vincent screamed. Lunging at the stranger, who turned lightning quick to meet the new threat. Ochre reacted instantly, diving forward and dragging Vincent to the ground. He just barely managed to deflect the strangers red sword with his own as they passed. Vincent an Ochre tumbled and landed facing Adam Taurus, the man who had cut off Yang's arm.

Ochre held Vincent to the ground as Vincent struggled to get up. "Let me go. I don't want to hurt you, I want to hurt him!" Vincent said as he pushed.

"Not yet" Ochre muttered as he stood up in front of Vincent, slowly sheathing his sword.

"I think you're going to need that" Adam said with a smug grin.

"Not that you'll understand but I only use my sword if I intend to kill" Ochre answered, popping the blade out of his gauntlets wrist. Vincent didn't understand what Ochre was doing, but he felt warmth spreading from where the big Faunus' hand had been.

"So you don't intend to kill me? Sorry I'm in no mood to return the favor" Adam responded, his tone darkening as he adopted a defensive posture.

"You're more than earned it" Ochre answered, his Aura beginning to burn orange as he entered his Trance. "But you aren't mine to kill".

Vincent froze kneeling behind his friend. When Ochre said mine, Vincent realized what he was doing. He also began to notice his own Aura spiking, a green corona surrounding him.

"Well, you're right about that" Adam answered. With that Ochre charged, roaring like a wild tiger as he did. Adam scoffed and stepped forward, deflecting Ochre's attack with his blade and kicking him in the ribs, sending the Shade student sailing into a wall.

Vincent rushed Adam, feeling his semblance feed him even more power as his own trance peaked and Ochre took Adam's hit. His sword arcd high as he swung, but Adam turned quickly, adopting the same stance he had with Yang. Despite all the power he felt flowing through him Vincent wasn't going to be fast enough!

Before Adam could pull his sword something hit him, Ochre fired the grenade from his gauntlet, and ice froze the side of Adams body, locking a leg to the ground and his sword in its sheath! "Damn!" The crimson haired man shouted as he twisted to break the ice.

Vincent's sword crashed down just as Adam booked free, his sheathed blade coming up to catch the blow. The sheer force of it sent Adam sprawling back slamming him through a wall and out of sight. Vincent collapsed as his Aura gave out, all his strength expended. Ochre heaved himself up, wincing as his ribs cracked in protest, and retrieved his fallen friend. He carried Vincent to safety, as the white fang retreated and a startling light burst over the area.

The Paladin rose, the Grimm howled, and above something far worse cried out. An enormous black form, with a wingspan larger than even the Atlesian airships, filled the sky. Smaller creatures of Grimm fell from its bat like shape as the monstrosity cirled overhead, it's roar drowning out those below. The Civilians screamed in terror, and even the Huntsman we're shaken to their core as the mythical monster descended on Vale. A Grimm Dragon had awoken.

Grey screamed as the negative emotions surging through the city rose to new heights. Through his semblance he felt them, magnified by the presence of the monstrous Grimm. He struggled and fought, but he knew it was too much. His shadow deepened and began to reach up over him. "I'm sorry" he whispered as he lost himself, and his true power took over.

Grey's shadow enveloped him and expanded, the deep darkness of it twisted and swelled to match the slew of negativity that it feeds on. As they noticed the various huntsman fell back from his changing form, adding their shock, anger and fear to the mass of emotions overwhelming Grey's mind. Nero alone stepped forward instead, reaching as if to pull Grey from the darkness.

Before she can the shadow that was Grey darts away from her. It rends the Paladin apart, and darts about the square, shearing through and consuming the Grimm. As it finishes it slams into the ground fully forming it stands and looks over the terrified crowd. Taller than even the Paladin had been the shadow takes on the visage of an ape. Its arms and legs took shape, rippling muscles under tight black skin. A tail like a serpent, thick around as a person and as long as the beast was tall. On its head the bonewhite mask of a Grimm settled. It stared at the crowd, a long silence welcoming it's final formation.

"What just happened?" Velvet asked, shaking in terror at the new monster before them.

"It's a Grimm right? Attack!" Damion shouted.

"No" Nero cried "It's Grey! He's still in there!"

Wiess struggled to her feet, using her sword, Myrtinaster, like a crutch. She held a hand out and one of her glyphs formed in the air, a glowing arm and sword emerging from it. Wiess screamed with effort as the blade hoisted and swung toward the creature that had been Grey.

"No!" Nero screamed running forward, but it was too late. All the Huntsman save Nero, Phil, and Rosso attacked. Others had arrived firing guns, launching debris and triggering semblances. Even Civilians threw stones at the massive form that grey had become.

Grey bellowed, a deep unsettling sound as the people attacked. He leapt into the air, scaling the nearest building and bounded away, following the wake of the Grimm Dragon overhead. As if drawn to the same force calling the ancient monster above.

The Dragon soared circling over Vale, crashing through the Central Communication Tower before Flying toward Beacon Academy. The Grimm that had been Grey Followed after, bounding from building to building and then across treetops, consuming any true Grimm unlucky enough to cross it's path. Deep inside the creature Grey cried. The darkness swimming around him surged as it drew closer to the dragon. A primitive instinctive need drawing it toward the source of the strongest darkness. He had tried his hardest to hold it back, but now the monster had him. Inside he was reliving his childhood, the village he was born in. The Grimm attack that had first awakened his semblance. His personal demon.

Grey's monster reached the top of Beacon Tower, discovering not only the Dragon, but three people as well. Grey's consciousness stirred, vaguely recognizing Cinder Fall standing over Pyrrha Nikos, and Ruby Rose emerging from the building, arriving just as he did.

Pyrrha disintegrated at Cinder's touch. As she did Grey felt her regret, Cinder's twisted amusement and Ruby's fear and anguish. But then he felt something else, something warm. Ruby cried out her fallen friend's name, Cinder shouted in shock, and Grey and the Dragon roared as a blinding white light washed over them all.

'Ruby?" Grey thought as the light washed over him. The shadow of his Grimm Facade turned to dust. As it did Grey felt a familiar warmth. He remembered the first time he had lost himself like this again,and the little girl who had pulled him out of it back then. 'Nero' he thought as consciousness slipped from him, and he fell to the ground, human once more.

Epilogue: Dawn on the Horizon

Grey's eyes slowly slid open. He felt tired, almost like he'd been running from something for hours. He sat bolt upright when he recalled what he had last seen. A heavy blanket slid off his bandaged torso and he winced. 'Not Beacon Tower' he noted silently to himself. He then heard faint snoring. Nero was slumped over the side of the bed he was in, apparently haven fallen asleep in the chair next to it. He sighed, wincing again. 'I guess it turned out ok' he thought. It hurt a little to move, but he seemed ok. He put his hand over, but stopped short of touching Nero's head. He wasn't certain what happened. He vaguely recalled Ruby, Cinder, a bright light and... Grey's blood froze as he recalled having become a monster again. He let his hand fall and Nero snore uninterrupted.

Almost an hour after Grey woke up Rosso barged loudly into the room. "Is he UP yet"? He asked, smiling his best. Nero jumped so high in shock Grey couldn't help but chuckle.

"That's not funny," Nero whined. "Rosso you shouldn't just crash into an injured person's room, you might" Nero trailed off as she realized who had laughed. "Grey!" she shouted, throwing her arms around him, crying as she did. "You're ok, You came back!"

Grey winced but otherwise put up no struggle. "Yeah. So, where are we, what happened?" Grey asked.

"We've been put up in a small village while you recover, my dear friend. Never fear, all is well" Rosso replied with gusto.

"We've sent a letter to the headmistress at Shade, since with the CCT damaged there's no other way." Nero put in as she returned to her seat.

Grey noticed something off. "Small village? Where, how long have I been out?"

"One question at a time please" Yordyl said as she and Phil entered the room. "This village is outside Vale, on an island called patch. It was founded by the Lavelle family".

"Lavelle? Roy then. Where is he?" Everyone exchanged glances when Grey asked. "Perhaps you should start at the beginning".

Nero and the others explained what had happened while Grey had slept. Qrow had found him and Ruby and brought them to safety. Ruby woke a couple days later, Grey had been out for a couple of weeks. The Dragon was still there, somehow frozen but still drawing more Grimm to the area, making it dangerous for people. The Atlas military had withdrawn, and many people were fleeing, returning to their own kingdoms, or searching for new homes. Vincent was the one that brought the teams here. Unfortunately Roy still hadn't been found.

The loss of Roy was a heavy blow to Vincent and his team. The VYPR leader didn't know what to do. Things only got worse when he tried to see Yang. Yang wasn't dealing well with her lost arm, or at discovering Blake had run away after everything happened. She would hardly talk to Vincent, and even told him to go away.

"What's Ochre doing?" Grey asked. Vincent's plight bothered him, but he didn't think he could do anything to help him.

"Well" Yordyl answered hesitantly.

"He seems to be trying to figure something out" Phil said for her.

"You know Ochre," Nero said with a soft smile. "He can't stand sitting still".

"That's right," Rosso put in. "I bet he's looking for a way to help Vincent out. For a way to help him move on".

Vincent stood under a snow-covered pine tree. Staring off into the distance. In his left hand he held one of Yang's Ember Silica, the bracelet she could no longer wear.

Taiyang Xiao Long, Ruby and Yang's somewhat goofy but good natured father had given it to him. "She just needs some time. I'm sure she'll be glad you came back to her then. In the meantime, just give her some space, try to figure yourself out too." He'd said.

Vincent felt worthless. Roy was missing, Yang was hurt, Ruby had run off to Haven, he was failing everyone who meant anything to him. "What am I supposed to do" he shouted to no one in particular.

"Keep moving forward" Ochre responded as he walked into view.

"Yeah right. What do you mean by that?" Vincent scoffed at the other boy.

Ochre shrugged. "It's just a Creed I live by. Beats sitting around anyway".

"And exactly how do you suggest I do that?" Vincent asked.

Ochre smiled, showing his larger canines. "Let's go after that guy who took your favorite blonde's arm".

Vincent winced at the memory. "Yeah right. I had my shot and I couldn't even stop him then." Vincent shook his head, anger giving way to depression. "I'm worthless".

"I wouldn't say that." Ochre replied as he tossed something he was carrying to the ground in front of Vincent. The cloth wrapped thing thudded as it landed, leaving a small crater in the snow. "I went back to where we fought. It's crawling with Grimm, but I found that amid the rubble. Yang wasn't the only one who lost an arm that day".

Vincent looked at the severed arm, the masked face of it's owner looming large in his mind. Ochre was right. He had done something, now he had to finish it. "What are you thinking?" he asked.

"I asked around. But the only lead we really have is the white fang. Best place to find them is apparently a place called Menagerie. I figure we'll start there" Ochre answered.

"What about your team?" Vincent asked as he slid on Yang's bracelet.

"They'll be fine. Besides I left Rosso a note".

Vincent nodded then punched the tree they were standing under. It toppled as his semblance surged. "Let's go then. To Menagerie, and to finish what we started".

"So" she said, her voice sending chills down Emerald's spine. She and Mercury had fled with Cinder. Whatever that bright light had been it had done terrible damage to Cinder. One of her eyes was burnt closed, and she could barely speak. She had survived though, and they returned to their benefactor victorious. Emerald had never met Salem before, and standing before her now she almost wished that she never did.

Salem stood head and shoulders taller than anyone Emerald had ever encountered before. Her skin and hair were so white it almost made snow seem dark by comparison, and the contrast of her black dress, and the black veins that stood out on her arms and neck, gave an otherworldly feel to her. But when she spoke her tone made Emerald's skin crawl.

"You say there was another monstrous Grimm there, the likes of which you'd never seen, and that as the light of the silver eyed girl passed over it, a person, of all things, fell from its vanishing remains"? Salem asked.

Cinder only nodded.

Salem smiled. The act was somehow deeply threatening as she spoke one word in reply. "Interesting".