There's a Resident Evil reference in here. That's it... that's the AN.

"We made it!" Tawney exclaimed in disbelief as their feet touched the end of the cliffside and the three of them sprinted towards the fight, Blake running with Shadow in the opposite direction.

"Ms. Xiao Long! Where are you heading?" Lykos inquired.

"I need to get Shadow out of here!" She declared only stopping for a moment.

"There are no airships," Bái noted. Blake's eyes grew wide and fearful as she clung closer to her daughter.

"What?" She asked them.

"They were all destroyed, the dock down in Vale is in flames, as well as the power plant," Tawney said.

"No… No…" Blake repeated over and over.

"Mommy?" Shadow began quietly.

"You can stay here, we'll fight!" Bái declared.

"No," Blake replied again. "I want you kids to leave. Athena is too powerful for even me and Yang to handle." They all glanced at each other.

"Seems like more of a reason to stay," Lykos told her.

"Please," Blake begged them, a tear slipping from her eye as she held Shadow against her chest. "Go."

"No can do, Teach," Tawney agreed with Lykos. "We're going to stay here and help."

"I have visual," Mattachanna said into her wrist as she emerged from the woods, covered in armor.

"Bái, go see if the others need help," Lykos instructed her. She nodded and took off without arguing, avoiding a blast from Mattachanna's staff with a blast from her own, both meeting in the middle before dissipating and she slid away.

"You ready?" Tawney asked. Lykos gave a subtle nod as he put his best foot forward, his shurikens spinning to life as they prepared to move.

"I can help," Blake noted. Lykos smirked.

"Good," he replied. "I'm guessing we'll need it." Two gravity clones formed, taking the lead as they blitzed Mattachanna, slamming into her and exploding which didn't seem to affect her much, Tawney just behind the explosion and landing a solid blow to her chest with both tonfas fixed together, blasting at full power which barely forced Mattachanna to slide back a foot or so. Lykos threw his projectiles which did nothing more than glance off of her as he created an illusion, a Camazotz flying in from out of the woods and screaming loudly at her which drew her attention.

"I only have a few more in me," Blake informed them. Two earth clones ran out, Blake was now holding the hilt of Gambol Shroud with her free hand to select different Dusts, watching as her copies ran out and sliced through Mattachanna's torso, blasting her with earth Dust which coated her in stone for a moment before the armor tore off of her skin, forming a mechanical Ursa that roared at them, unaffected by the fake Grimm as she was, blasting away at it but having little luck in dispatching it. If focused on the clones, quickly destroying them as Lykos took the opening and used his whip to pull the girl in, grappling her as his shurikens returned to his cloak and one to his hand. He held it to her neck, strong-arming her.

"Stand down," he yelled at the mech that growled in discontentment.

"Not yet, Björn," she calmed him.

"What do the Fang want?" Lykos demanded as Tawney glanced between them and the artificial Grimm. The Camazotz disappeared and she let out a sigh of relief as she thought her plan over.

"The Fang want equality, though I can't say the same for Athena," she informed them. "As for me, I'm here to ensure the protection of Menagerie."

"Menagerie?" Blake repeated. She stepped around Lykos to look Mattachanna in the eyes.

"Blake?" The girl replied, softening slightly.

"Mattachanna," Blake spoke. "What's going on?" The younger of the two shook her head and struggled against Lykos's grip.

"Athena says that if I don't give my all here today and she wins, that she's going to make Menagerie one of her primary targets for standing against her," Mattachanna explained.

"You can help us fight her," Blake offered.

"No," Mattachanna refused. "Like I heard you say before, there is no defeating her, especially if you and Yang can't." Mattachanna charged up her staff, a strange feeling enveloping Lykos, Blake, Shadow, and Tawney as the sky turned even darker somehow and strands of dark purple electricity seemed to form and absorb into the stone of her weapon.

"It's getting hard to breathe," Lykos offered, struggling to keep his grip as he shook, releasing Mattachanna before hitting his knees. She kicked him back, turning to blast him before she found her body immobile, the energy continuing to amass as she stood unmoving, the air around them filled with death. The energy was flowing into her body, filling her veins as a pale whiteness of lifelessness surged through her body, she struggled to fight it, but her mind told her to invite it in. A desire for destruction and nothing more began to fill her heart.

And so I'm being called upon even now… all of these years after Ozpin locked me away within this stone… but your body cannot handle it…

"Hey!" Tawney shouted. She launched herself using her tonfas, smashing her fists into her jaw as Mattachanna turned to look at her. It did nothing, fear filling the woman's eyes as they pleaded for Tawney to help her.

"Björn," Mattachanna managed. The mech charged in, the blast of energy crashing into Tawney before he arrived and ripped the weapon away from her, a wave of energy throwing everyone away from the area. Blake and Lykos's auras broke as they covered Shadow, Tawney had been dragged through the earth, leaving a wake of destruction before stopping in a crater. Lykos stumbled as he stood, staggering towards her. Mattachanna dropped to one knee, looking at her hands as the color returned and the staff lay in the woods, glowing brightly.

You cannot resist the power that you felt… It would be more than enough to keep that island of yours safe…

"Tawney!" Lykos shouted as he reached her, her aura fizzling out before shattering and she smirked, coughing hard as she groaned in pain when she tried to move. "How did that not kill you?"

"I released my semblance just as she fired," Tawney noted before laying back and accepting her inability to get up. "Maybe that was enough… I saw my entire life flash before my eyes… there was a lot of Cobalt, it was awful." Lykos chuckled before grunting.

"At least you're still alive," he told her. He glanced around. "Did you feel it?" She nodded.

"The chill of the power," she replied. "I've never felt anything more sinister."

"Stop!" Blake shouted. Lykos turned quick to see what was wrong, but fell in the debris, crying out at the throbbing pain that his body was in. What was this feeling? Was it a result of the attack?

"I need to protect my people!" Mattachanna shouted to the sky. She slowly made her way to the staff again. Lykos knew that he couldn't move and that with Blake's aura broken, she could do nothing to stop her. He glanced back at Tawney who shook her head and sighed.

"I can't feel my right leg…" she groaned. Lykos panicked, watching the woman continue to get closer. This was bad, they were all going to die!

"Not like this!" Blake shouted.

"This is the only way!" Mattachanna shouted. Those weren't her words! Someone else was putting them there! Something else was pulling her to the power! She couldn't resist, her body no more than a puppet! As her fingers graced the weapon once more they were stopped before she could grip it, Björn had taken his armor form and covered her body, keeping her from taking it up again. "No!"

"Fight it!" Blake yelled at her. "This isn't what you want!"

"I just want my friends and family to be safe!" Mattachanna replied.

"And you think wielding the kind of power that can control you will keep them safe?" Blake asked as she managed to finally stand, Shadow crying and quivering in her arms. Mattachanna hadn't thought of it that way… she couldn't!

"Björn..." She shakily begged. The armor took control of her movements, chucking the staff deep into the woods, further than anyone with natural strength could have vaulted it. The voice subsided and she gasped for air as she tumbled onto the ground, the adrenaline and lingering power leaving her, the weapon no longer glowing as she made her way out of the woods on her hands and knees. "Blake… I'm sorry!" She sobbed as her armor left her body, the mechanical Ursa attempting to comfort her. Blake nodded in acknowledgment.

"It's okay," Blake replied. "I understand."

"That power… it was god-like…" Mattachanna noted as she approached them. "I'll do what I can to help to make it up to you."

"You said that Athena doesn't have the same goal as the rest of the Fang," Blake recalled. "What does she want?"

"She told Crimson, Ebony, and me that she was here with the sole purpose of getting even for what you took from her long ago," Mattachanna informed her. "They're going to kidnap Shadow, all of us were specifically told to take her alive and that if any of us killed her, that every single person that came here with her would die at her hand."

"Shadow?" Blake said as if she was confused. Her eyes filled with a fire that she hadn't felt in a long time. "How is your aura?"

"Still intact," Mattachanna informed her. Blake looked at her daughter before setting her on the ground.

"Mommy?!" Shadow screamed in fear.

"Mattachanna is an old friend of mommy's that was under the control of someone else," Blake told the girl. "She's better now. She's going to protect you while mommy deals with Athena… once and for all." Shadow looked at her, still very much afraid, but nodding.

"Okay…" Shadow replied weakly. Part of Björn clung to Shadow. Shadow looked it over in awe, looking up at the mech with a smile. "Thanks!"

"You should give your Aura a moment," Mattachanna informed her. Blake nodded.

"Are you two okay?" Blake called to Lykos and Tawney.

"We've been better," Lykos shouted back.

"Go kick some ass!" Tawney laughed loudly before coughing again. Blake looked at Mattachanna.

"I'll come back later for the staff," Blake told her. Mattachanna nodded as she took Shadow's hand.

"There's no way I'm touching that thing again," Mattachanna noted. Blake looked at Shadow one more time before looking up at Mattachanna and taking off.

"Titus…" Cobalt said nervously as Crimson began standing slowly, her face hidden from him, but a feeling of horror washing over his body. "Hurry up and get ready!"

"I don't know that I can," he informed the jokester who glanced back at Crimson once again. She looked up, her face twisted in gesugao. She cackled again, tongue hanging out as she threw her head back, laughing even harder before she narrowed her eyes looking right at Cobalt.

"You thought I was done?" She asked. She cracked her neck to the side but kept it tilted there. "Not until you both bleed!"

"You can do this," Titus assured him.

"I didn't even finish in the top eight!" Cobalt yelled.

"Well then," Titus grunted as he finally made it to his knees. "I guess it's time for you to get serious. You've got the speed, and with the help of your computer, I think you can hold her off for a bit." Cobalt stared at him for a long moment. Get serious? Cobalt smirked before covering his face with his hand and snickering.

"All right then, it's decided," Cobalt said, taking a few steps towards Crimson to distance himself from Titus. I'm going to become a hero, and there's no way that I'm going to let this stop me! "Reroute any power that's not being used for movement calculations to armor mobility."

*TASK COMPLETED*

"And how long until I run out of power if I fully exert myself?" Cobalt asked.

*SEVEN MINUTES*

"Perfect," he smirked. He pointed his sword at Crimson who prepared to take off once again. "Seven minutes! Seven minutes is all I can spare to play with you!"

"Just shut up and die," Crimson shouted. Blinding speed brought her to him and they faced off in a sword fight that could barely be kept up with by the human eye, let alone a normal human body. She opted for a replica of his own blade, they glanced off of each other, both of them afraid of what a mistake would cost them. Cobalt grunted with every blow, his armor nearly maxed out on speed as he pushed his body to the limit. If he wore his Aura down too much, he wouldn't be able to fire his laser off again at her.

"You're good, I'll give you that," he told her. "But I've got an advantage that you don't."

"And what would that be?" She asked smugly as they continued, blade meeting blade. They clashed in the middle and pushed against each other.

"The power of friendship!" He declared. She furrowed her brow, trying to push harder but surprised at how much his armor was able to assist him. "Oh, and a second blade." He separated his blade, quickly twisting the second sword and stabbing it deep into her torso. He knocked her away as she stared at it in shock, hardly believing what she was seeing.

"I can't lose…" She stammered. "I can't! The goddess demands that I win!" She removed his blade, licking the blood off of it, and coming back in, Cobalt's armor didn't have time to respond.

"Welp," he started. As she reached him, Titus slammed into her body, planting her into the ground as the earth around them gave way, shattering and flying through the air as the force created a crater.

"Now, Cobalt!" Titus yelled at him as he tossed the second blade back to him. Titus rolled out of the way as Cobalt fired, blasting Crimson's aura away as she had nowhere to escape to and charring her skin, smoke rolling off of her as she screamed in pain. Titus breathed heavily, shaking his head as he looked up at Cobalt. "Let's not do that again."

"Once we get healed up, we should go look for Athena," Cobalt noted.

"Ha…" Crimson sputtered. "Hahahahaha!"

"Is this a joke?" Cobalt asked as he helped Titus to his feet and dragged him a few yards from the demon.

"HAHAHAHAHA!" She shouted out as her burns were healed in an instant. "ATHENA WOULD TEAR YOU APART!" Before they could blink she had sliced through Cobalt's remaining aura, throwing him into the woods so far that he could no longer see the school when he finally landed, coming to a stop at the base of a tree and coughing up blood. Titus grunted as she lifted him by the collar and looked into his eyes, trying to read him for any fear but failing to find any.

"So this is what power looks like," Titus gave a weak laugh. "To think I thought myself to be strong."

"Any last words?" Crimson asked, a wild smile spreading across her lips, further than should have even been possible. Titus closed his eyes.

"I'm sorry, Nat," he exhaled. She transformed her rod to Wilt and prepared to impale the boy when she stopped suddenly.

"Athena!" She screamed before she disappeared and Titus hit the ground with a thud. He breathed slowly, opening his eyes before checking his body over.

"Thank Oum," Titus stated as he rubbed his face. As soon as he could move, he would find Cobalt… Hopefully alive.

"I only wish you could see the satisfaction on my face as I kill you!" Ebony declared as she let the shadow consume her, extending her bladed claws to strike down Ilia when her barrier failed and shattered apart, dropping both of them on the ground to reveal Bái aiming at her with the new staff she'd been given.

"Are you okay, Ilia?" Bái asked.

"Bái! Watch out!" Ilia called to her. Shadows rose around her, moving quickly to impale her with large spikes but Bái's ice tore them apart as it formed around her. Ebony frowned as she threw Ilia away from her quickly with a shadow before the girl could attack her.

"Is this Raven's apprentice?" Bái asked.

"I was," Ebony corrected. "I no longer want to be attached to that woman!" Bái blocked all of her shadow attacks without even moving, the shadow tendrils and pikes that kept springing forth from the ground were either torn apart by shards of ice or frozen instantly to a breaking point.

"Are you sure you can handle this?" Ilia called out to her friend from where she laid on the ground, bouncing back to her feet and slashing the shadows that tried to grapple her.

"I've been working with Lykos a lot and with this new staff, I don't feel like I'm no longer in control," Bái noted as she slid towards the woman.

"Impossible!" Ebony yelled as her shadows had mostly been rendered useless. "I was guaranteed power!"

"Apparently you're not as powerful as you were led to believe,' Bái offered as she collapsed the staff down, forming a blade on the end of it out of ice as she met Ebony's claws.

"Maybe it wasn't enough!" Ebony exclaimed as she disappeared into the shadows and left Bái on her guard.

"Watch yourself," she told Ilia who was still fighting off shadow tendrils.

"Thanks," Ilia replied sarcastically as she spotted Ebony who had retreated off and presented another vial.

"More!" She exclaimed.

"Seriously?!" Ilia shouted as she made her way over to Bái.

"I will not be defeated until I've gotten even with Raven!" she informed them, her shadows climbing up her body to form armor and a sword that she wielded with one hand as she charged for them.

"Look out!" Ilia yelled as she noted that Ebony was holding her in place with her shadows, climbing up Ilia's body to render her immobile. Bái covered herself in ice armor, meeting Ebony's attack in stride as the two clashed in the darkness. Ilia was stunned, her mind remembering what the others had said of Bái when she started at the school. That she was a monster. That she was unstable… and yet… this 'monster' was giving her all to keep them and the school safe. Ilia could hardly believe that Bái was this strong, the shy and quiet girl normally kept to herself.

"I think you'll find that my friends and I are tougher than you all think," Bái said, only making Ebony angrier.

"We fought for our lives every day!" Ebony shouted. She swung heavy but was stopped, the shadows leaping from her body and shattering off pieces of Bái's armor before they both leaped back and Bái fired projectiles at her. She deflected most of them, a wall of darkness rising up to claim the rest and as it dropped, they found that she was gone again.

"What's the best way to stop her?" Bái inquired as she waited for her to reveal herself once again, replacing the bits of coverage that had been chipped away.

"Light," Ilia noted, struggling to break free. Bái turned and noted Ilia's predicament and attempted to free her as Ebony reappeared behind her and attacked. "Bái!" Ilia reached out and grabbed her but was unable to leap into her body, despite making plenty of contact. No! Ebony's shadow blade obliterated the back of Bái's armor, allowing the shadows in to strip Bái of the rest of her protection, making it impossible for her to move.

"Not yet!" Bái shouted. Ice pikes rose from the ground, one cutting deep through Ebony's shadows and arm and she slid back, her aura working rapidly to absorb the damage as the girl from Team CBLT attempted to free herself.

"It's no use!" Ebony shouted at her angrily "Once my semblance wears down your auras they'll tear your bodies apart!"

"We won't give up!" Bái yelled. Ilia watched her. How could she be so sure when there was no immediate path out of their situation? She reached in vain, unable to grab Bái's hand so that she could leapt into her body. "We can't give up, we have people counting on us!"

"Do you seriously not hear how crazy you sound spewing that nonsense?" Ebony asked her as she covered the girl's mouth with a shadow. "Now do me a favor and die quickly, Athena is next on my list." This was bad, they needed to do something, Ilia, needed to do something.

"We won't die," Ilia noted chuckling.

"How can you all be so sure all the time?" Ebony asked, covering her mouth as well. Ilia squirmed as hard as she could but it was no use… if only she could reach Bái! She closed her eyes, reaching out as far as she could, but there was nothing. She saw Neela, Titus, and Eliana. She remembered escaping on the train, the initiation, the many times she'd tried to run away, the many times Titus had stopped her. She saw Vin… she saw the conversations that she had with Jaune, dinners with the Arcs, fights, and battles. She just needed to reach…

Then she saw herself, standing on a plane within Bai's mind, her friend just steps from her, still trying to break free of her restraints. She walked to her friend, grabbing her hand, and felt herself immediately pulled into her body. When she opened her eyes, Ebony stood before her, delighted with the outcome of their fight.

"Hmmph!" Ilia tried to speak through Bái. Ebony sighed as she took a step back.

"Perhaps we should get this over with more quickly," Ebony suggested as she added more shadows to Bái before realizing that Ilia had disappeared. Ilia knew that the elixir must have been tearing through her aura to maintain the amount of her semblance she was using, it was the only reason that made sense for her to want to finish them quickly. "Where are you?!"

You're right, Bái. We can do this. Trust me, okay? It may be frightening, but it's the only way.

"Show yourself!" Ebony demanded.

"You got it!" Ilia roared as she leapt from Bái's body, her fist crashing into Ebony's jaw as she quickly loaded fire Dust into her guns and fired at the trees that surrounded them. She blasted Ebony back before she could grapple Ilia's arm.

"What did you expect to happen?" Ebony questioned with a smirk before the light from the fires began to burn brighter from the flames. Ilia had set the forest on fire, not completely sure that it would work due to the storm that had beat down the day before, but noting that Bái would have had to use all of the moisture in the area around them to fight the way that she did. The shadows lost their grasp quickly and Ilia kneed Ebony in the face, watching her stumble back and scan the area.

"What's the matter?" Ilia asked. Ebony moved to take a step back but Bái had blasted her feet with ice as she stumbled over, shaking as she clung to Ilia. "You okay?" Bái nodded weakly.

"I'll be okay," she replied. "Let's finish this quickly." Ilia nodded.

"No!" Ebony shouted. She charged at them, Bái sliding back as Ilia held her off with her blades, fighting with a renewed spirit. This wasn't where they died! This was a moment in which Ilia could protect the people that she cared about and that cared about her. For the first time in a long time, she wasn't scared of anything. Ebony broke free of the ice, trying to control the shadows further out in the woods to put out the fires, but they couldn't get close. "It won't end like this!"

"We'll make sure that Raven comes to visit when we put you away," Ilia assured her.

"Shut up!" Ebony bellowed. "Stop bringing up that fake!" Ebony lashed out. She fought as hard as she could, but there were no openings in Ilia's defense that she could find and without her dagger or darkness, there were no viable options for her to retreat or distance herself. She was all out of vials… she had failed. She would never defeat Raven… she couldn't even defeat these children.

Apparently you're not as powerful as you were led to believe. Could that be the reason? Had Raven simply chosen her to take the fall? No! She'd fought Athena and had been chosen by her, she'd held her own many times against Crimson! She wasn't done yet!

"This is not the end for me,' Ebony spoke softly before using the shadows being created by their bodies to trap them once again. "This is not the end!"

"It will be!" Bái shouted, forcing Ebony to acknowledge that Ilia was missing again.

"No!" Ebony screamed. Ilia leapt out of Bái, tearing through her own shadow as she sliced at Ebony, taking a significant amount of her aura and turning while passing her, gaining control of her body. She released Bái before leaping back out, Ebony disoriented for a moment as Bái slammed her staff into Ebony's stomach and fired, sending what ice remained through her body as a pike. She pulled back, the girl falling to her knees as her aura broke repairing the hole.

"We did it!" Bái declared. They stood over her for a moment, watching her gasp for air as she looked up at them.

"What does Athena want?" Ilia inquired. Ebony chuckled, groaning at the pain.

"Like I'd tell you," she managed.

"I have no problem with killing you," Ilia told her though with no intention to. She'd killed many people, but the feeling afterward was never less unsettling than the last time. "So let me ask you again. What does she want?"

"Equality, isn't that what she's been after all along?" Ebony asked with a smirk. She just needed to keep them here for a moment longer. Just long enough that she could get a sliver of her aura back. The fire seemed contained due to the rest of the woods still being damp, so Ebony had an escape plan.

"And what brought her here?" Bái questioned.

"What better way to prove that we're meant to lead the world as the top species than eliminating the next line of mindless foot soldiers," Ebony informed them.

"Now what?" Bái asked, her nerves still shaking. They turned back towards the school.

"Athena is powerful and we've taken a bit of a beating," Ilia noted. "We need to regroup with the others. Hopefully their fights went okay."

"I hope Lykos is alright," Bái stated nervously.

"I'm sure he's okay, he's tough," Ilia reassured her. Ilia glanced back to where Ebony had been. "Is it the tower aga-"

"She's gone?" Bái asked.

"She must have run off," Ilia replied as they walked towards the school. "I don't think she'll come back." Ilia noted the fire that burned and chuckled lightly rubbing the back of her head. "You're going to be able to get us through that?"

"I should be able to," Bái offered. "But that's about it." Ilia nodded.

"I can take care of any White Fang we come across," Ilia informed her.

Ilia and Titus made it through their fights by the skin of their teeth it seems, but will an already injured Neela be so lucky? Next week, Chapter 139, the moment that you've all been waiting for...

The Fight.