AUTHOR'S NOTES: Something of a "lull" chapter in this one, but I needed to get caught up with Mercury and Emerald, then Ironwood and Ozpin, and finally Yang and Blake before we get to the HUGE battle next chapter with the GRIMM, and with Pyrrha vs. Cinder.

Building 121215 (Base Correctional Facility)

Joint Base Beacon, Wisconsin, United States of Canada

14 May 2001

1530 Hours

It had taken Mercury Black longer than he'd hoped to work his way around to Beacon's correctional facility—a nice word for jail, he thought. There were security forces everywhere, plus the odd angry shot from the retreating White Fang. But he was here. Walking in was not dramatic: he simply tucked the shotgun under his arm and opened the door.

The facility was deserted, but Mercury had half expected that. Beacon only had so many security people, and they would've been called out to fight the White Fang. He easily found his way to the stairwell leading to the downstairs cells. "Hey!" he called out. "Anyone there?"

A SF airman opened the door and looked out. Mercury thought about bluffing it out, but he didn't have that kind of time, and he honestly wanted to shoot someone. So he raised the shotgun and fired. The airman ducked back behind the door, but not in time not to get hit by shot. Mercury leapt down the stairwell, taking two steps at a time, and hit the door full force. The airman had fallen, but raised his pistol and fired twice. They were hasty shots, but both shots hit Mercury in the legs. With a scream of pain, he fell to the ground. Mercury landed hard on his right side, but lay the shotgun flat on the floor and pulled the trigger. He was close enough to touch the airman, so he could hardly miss. The shotgun blast tore into the man's chest. Mercury, gritting his teeth against the pain, leaned over and shot him a third time, in the face.

"Emerald!" he said. "You here?"

"Yeah! Mercury?" She came to the door of the cell nearest him; when the first shot went off, she'd rolled under the cell's bed. "Oh shit!" She saw him bleeding from both legs.

"Was this fucker alone?" He thumbed at the airman's body.

"Yes, I think so. The keys are on his belt." Mercury found them and tossed them through the cell door. Emerald let herself out, then ran over to the first aid kit hung on the wall. Quickly, she pulled bandages out and wrapped his legs. The right leg was broken, but the left was more or less a clean wound. She splinted the right leg as best she could, then couldn't resist kissing Mercury. "You came back for me," she said, tears in her eyes.

"Cinder's idea," Mercury replied. "We were afraid they'd make you talk." Even as he said it, he realized he was lying. That hadn't been the only reason he'd come back for Emerald.

Emerald made a face. "Well, that figures. Hope you have a car, anyway."

"Yeah. Over by the hospital."

"Can't go there; they'd recognize us both." Emerald helped him to his feet. Using her and the shotgun as a crutch, they began to slowly make their way up the stairs. Before they did, she grabbed the airman's pistol. "Where's Cinder?"

"Went to go kill that Fall Maiden chick. I think she was going to kill Ozpin, too." He stopped to get his breath halfway up the stairs. "Fuck, this hurts."

"We're not going to be able to help her very much," Emerald said.

"Yeah, well…fuck Cinder. We gotta get out of here, Emerald. She may want to die for the cause, but I damn sure don't. Bad enough I had to let that Yang bitch shoot my ass off." He looked at her. "You want to stay here and die?"

Emerald was silent for a moment, then began helping him up the stairs. "No."

Base Headquarters

1535 Hours

James Ironwood ran up the stairs, a security platoon at his back; the elevator would take too long. Base Headquarters was too quiet, and that scared him. He slammed open the doors to the top floor, Ozpin's floor, and nearly tripped over Glynda Goodwitch's legs.

"Oh my God," he breathed, and knelt next to her. Glynda was pale normally, but her skin had taken on something of a waxy, grayish tint to it. She was lying in a puddle of blood. He checked her pulse: it was weak, but still there.

Her eyes were glassy. "James?"

"I'm here. Medic!" he shouted. "Medic!" A medic quickly shouldered his way through the security men gathered around, but Glynda weakly waved him off. "Glynda, you're hit bad," Ironwood told her, thinking she was in shock.

She smiled at him. "No shit. Listen. It was Cinder, Cinder Fall. She shot me, and she shot Ozpin. Never mind me. Go check Ozpin." She looked past him, to a sergeant. "You. Put a guard around my F-22. Cinder was going for it." Then back to Ironwood. "Go check Ozpin, dammit!"

"All right." He touched her face, wished he could kiss her, and then Ironwood was up and running for Ozpin's office. Behind him, he could hear the medic going to work. Ironwood had been around enough wounds to know that Glynda had lost a lot of blood, and was conscious by sheer force of will. She's too mean to die, he reassured himself, and went through Ozpin's door, which was still open.

At first he thought it was empty. Then he saw the computer, still smoking, and Ozpin's foot, sticking out from behind his desk. He ran around it, and saw his friend lying on the floor, sprawled out, blood pooled around his head. Ironwood got around the body and the wall, which was not easy for a man his size. "Oh, fucking hell. Not you, Oz. Not you."

The body stirred. Ironwood dropped down, got a hand around the shoulders. Ozpin slowly turned to look at him. There was a lot of blood, but the bullet had just grazed his temple. Head wounds always bled a lot, but as far as Ironwood could tell, Ozpin was otherwise unhurt. He couldn't help but grin. "You lucky son of a bitch."

Ozpin reached up and touched his forehead. Blood was still oozing out. "Don't feel lucky. Felt like someone hit me in the head with a hammer." He sat up, still supported by Ironwood, who grabbed Ozpin's coffee cup. The coffee inside was cold, but it washed the dried blood from his forehead. "If I hadn't turned at the last second…"

"Cinder?" Ozpin painfully nodded. "Should've shot that bitch."

"No way of knowing." Suddenly Ozpin's eyes cleared. "Glynda!"

"Cinder shot her too. She's still alive. She's a tough one."

"Help me up." Ironwood did as asked, and was surprised at how light Ozpin was. He'd gotten used to Ozpin being an iron man of sorts: the man was well into his sixties, but he barely looked fifty. Ozpin leaned against the desk. The computer was a ruin. "We activated the Fall Maiden," he told Ironwood. "Right before Cinder showed up. The President has given release authority."

"In God's name, why?" Ozpin told him about the giant GRIMM approaching Beacon. "Cinder can't use it," Ironwood told him. "It still needs the activation codes, and she doesn't have any of them."

"She has Amber's. She killed her, James. Cinder murdered Amber."

Ironwood slammed a hand into the desk. "Dammit! Salem's been one step ahead the whole time." He looked up at Ozpin. "She can't use the Fall Maiden with just Amber's code, can she?"

"She shouldn't be able to. The President has activated the Maiden, but he still needs my code and Amber's to use it. The same is true of Amber's code—it still has to have the other two codes. It's active right now, but it doesn't have a target." Ozpin sagged into his chair, his head throbbing with pain, blood still running down the side of his face. Ironwood yelled out the door for a medic. "She said Salem doesn't want control of the Maidens. She only wants to make sure they're unable to be used."

"Makes sense. Without the Maidens, she'd be hard to stop." Ironwood stepped back as the medic arrived, saw Ozpin's wound, and immediately began cleaning it. "I'm sorry I took so long, Oz. The White Fang tried to kill me in the VOQ, and then I had to organize the defense. We've pushed them back to the woods, and they're retreating to the east. Thank God someone up at Camp McCoy thought to send us some tanks. They were surging the fighters last I saw, but we've already taken some losses."

"We'll worry about that later, James." Ozpin waited until the medic had gotten the bandage on, then gently pushed the man away. "That's good enough for now."

"You've lost a lot of blood, sir—" the medic began.

"I'll be to the hospital directly. Carry on, son." The medic nodded and left the office. Ozpin picked up the phone-luckily, Cinder had not thought to destroy that—and dialed the tower. "Good to hear your voice, sir," the tower chief said. "Thought we'd lost you."

"Not yet, Chief. What's the status of that GRIMM—the Wyvern?" Ozpin put the phone on speaker.

"The first wave of fighters engaged it five minutes ago," the chief replied. "Major Nikos is commanding the second wave, our big one. The GRIMM is huge, sir. Never heard of anything like it. Crow 13 isn't sure we can stop it." There was a pause. "Got good news and bad news, sir. Good news is that the White Fang are in full retreat; base security and those two tanks from McCoy are in pursuit. The front gate told me they've just had a platoon of special forces arrive from McCoy too. All three White Fang fighters that they had over us have either been destroyed or they've hauled ass too."

"Good," Ozpin said. "The bad news?"

"Ten fighters are gone, sir; those are confirmed, anyway. Two on the ground, eight in the air. Either got shot down trying to take off or didn't make it against the Fangers."

Ozpin's fingers tightened around the phone. "Do you know who?"

"Russel Thrush, Dove Bronzewing, Sky Lark, Flynt Coal, Arslan Altan, Bolin Hori, Nebula Violette, Gwen Darcy, and Yang Xiao Long." There was a pause. "Thrush, Lark, and Coal are all right—they all bailed out and they've been picked up by the Army. Altan's F-16 got blown up by the Fang, but he's okay. Violette was badly wounded, but she's been taken to the hospital; Chief Vogelgemord called us. Hori and Darcy are KIA; they didn't get out in time. Long's MIA. We got a report she bailed out, but we've heard nothing more. Blake Belladonna is missing, but she may have landed somewhere." The chief's voice was thick with emotion. He'd gotten to know many of those names.

So had Ozpin. He looked up at Ironwood, who spoke. "Chief, this is Ironwood. Add Scarlet David and Fox Alasdair to the list. Both were wounded as well, but also off to the hospital."

"Yes, sir. Just getting to that."

"And Ciel Soleil is dead. I think she got caught when the White Fang first hit us. We found her body next to her F-15."

"Jesus God," the chief said after a moment. They'd been hit hard, and the battle wasn't even close to being over yet.

"Distance to the Wyvern?" Ozpin asked. He had to get them back on track, or there would be a lot more dead.

"Fifty miles, bearing…one-seventy-five. Altitude ten thousand. There's at least 20 Beowolves and Ursai around it."

"How many fighters do we have making the intercept?"

"19." The chief read the names: Jaune Arc, Pyrrha Nikos, Nora Valkyrie, Lie Ren, Cardin Winchester, Coco Adel, Yatsuhachi Daichi, Velvet Scarlatina, Sun Wukong, Sage Ayana, Neptune Vasillas, Neon Katt and Kobalt Ivori, Reese Chloris, Nadir Shiko, Dew Gayl and Octavia Ember. "Add to that Crow 13—whoever that is—and Ruby and Weiss. The latter got two of the White Fang fighters. Weiss has been damaged, but she's still in the fight."

"Thank you, Chief. Hold on a moment." Ozpin put his hand over the receiver. "Not enough, James. They'll get through the Wyvern's escorts, but not have enough to kill it."

"Then we're screwed," Ironwood replied quietly. "The other bases—Sioux Falls and Ellsworth—have probably scrambled by now, but they're not going to get here in time. Not before the Wyvern gets to Beacon. And that assumes it stops here and doesn't go to Chicago."

"Not quite yet, James." Ozpin moved the phone to his mouth again. "Chief, I am ordering an evacuation of Beacon. I want all personnel evacuated at least ten miles distant; twenty miles if possible. That includes you, Chief. Turn over control to Regency and get out of here."

"Sir?"

"Chief, if we can't stop the Wyvern, I don't want it killing everyone on base. We can rebuild Beacon. Understand? Pass it along to the ground crews."

"Yes, sir. Sorry, sir."

Ozpin smiled. The chief sounded like he held himself responsible. "Not your fault, Chief. You've done an admirable job. We'll talk to you later." Before he could hear any protests, Ozpin hung up. "James, you'll need to organize the evacuation. I'll stay here and work the phone."

Ironwood shook his head. "Like hell, Oz. What are you really up to? I know that tone of voice."

Ozpin reached over and picked up his cane. It had fallen to the carpet when Cinder had shot him. He twisted the cane's ornate head and pulled, then stripped off a thin bit of tape. On the spine of the cane was a small numeric keypad and a red button. "James, I've never told anyone this." He held up the cane. "I can control the Fall Maiden with this. I don't need Amber's code nor the President's. All I have to do is program the coordinates and hit the button."

"You…you always had it…" Ironwood stammered.

"Indeed. I came up with the concept of the Maidens, after all. I gave the briefing to all the Presidents—Kennedy, Nixon, Carter, Reagan, Bush, Clinton, and now Shawcross." He set the cane on his desk. "None of them knew that I've always had the power. If I knew exactly where Salem was, I would've already used it on her."

"You crazy bastard," Ironwood breathed. "But thank God for that." He held up a finger. "You'd better not think of sacrificing yourself, Oz."

"Not at all. But like the captain of a sinking ship, I will be the last to leave. Don't argue with me, James. Now get going. These men and women need a leader."

"All right. But I meant what I said." Ironwood turned to leave, only for the sergeant that had come with his security team to arrive at the door. "Sir…beg to report…"

"What, what?" Ironwood demanded.

"We went to the F-22, like Colonel Goodwitch asked, but—" The windows rattled with the sound of a fighter taking off in full afterburner. Ozpin turned in his chair and saw Goodwitch's camouflaged F-22 climbing hard, away from the base. Then it made a hard turn towards the west.

Near Necedah, Wisconsin

1550 Hours Local

Blake dropped down from the F-14 and rushed over to the parachute. She searched through the nylon until she found her friend's body. Yang was still unconscious, her face pale, her lips oddly curled into a smile. Blake bent close: Yang was still breathing.

The arm was the most pressing matter. Blake built the parachute up under it, careful not to touch the hideous wound with her gloved hands; Yang didn't need an infection on top of her other problems. Blood still dripped steadily from the severed arteries; the skin was ragged around the wound, the bone splintered. Reaching into her survival vest, Blake got out the tourniquet and tied it tight around Yang's arm above the elbow. She'd seen enough wounds during her time with the White Fang. Yang had lost a great amount of blood, but if she got to a hospital soon and got a transfusion, she would live. Blake tightened the tourniquet a little more, then stripped off her gloves and got out the vest's bandage. It wasn't much, but it might help a little; she tried wrapping it around the stump, taking the fishing line included in the vest to tie the bandage on.

"Hey. Is this hell?"

Blake looked up. Yang was staring at her, her eyes huge. The smile broadened. "For Satan, you sure look like Blake Belladonna."

The Faunus wiped her eyes. "Stop it." She reached up and unzipped the top of Yang's flight suit, trying to find her dogtags. "Whoa now." Yang's grin was lazy with shock. "You need to buy me dinner first."

Finally Blake pulled the tags from Yang's considerable cleavage. The tags held Yang's blood type: AB positive.

Suddenly Yang tried to reach over with her good arm. Blake slapped the hand away. "Don't touch it!"

"How bad?" She raised the stump. Blake put her hand under Yang's head and helped her look. "Weird," Yang said conversationally. "Doesn't hurt at all." She grinned up at Blake. "In fact, it's positively disarming."

"Only you could make a pun at a time like this." Blake helped her head back down, and saw Yang's eyes roll back as she passed out again. She checked her friend's pulse. It was thready. If the blood loss didn't kill her, shock might. Her skin was cooler. Blake wrapped the parachute around her, trying to make her as comfortable as possible.

She looked back at Gambol Shroud. She had to get Yang help. She could radio Beacon; the base wasn't far away. She had just gotten to her feet when she heard the squeal and clank of tank treads. To her surprise, the noise was followed a minute later by a M1 Abrams main battle tank, coming out of the forest, through some unfortunate farmer's fence, then grind its way onto the road further down. Blake frantically waved her hands, and was about to grab a flare when the tank commander turned and saw her. The tank groaned to a halt, then turned back in their direction. When it stopped, Blake cupped her hands to her mouth. "Help me! I've got wounded!"

"That's a Faunus!" she heard one of the tank crew say.

"Stop it!" another voice yelled. "She's one of ours!" From the loader's hatch, a figure took off his helmet, slid down the front of the turret, and jumped off. It was Flynt Coal.

"Flynt!" Blake shouted. "Get over here!" She pointed to the tank commander. "You too! Get your ass over here, that's an order."

The tank commander took off her helmet and followed Flynt. As they got closer, Blake realized that the tank commander was a captain as well.

"Holy shit," Flynt said as he got close. "Yang? What happened—oh, Jesus." He saw the severed arm.

"Got shot down. She needs a hospital, fast. She's in shock and has lost a lot of blood," Blake explained. The captain knelt quickly, inspected the wound, and straightened. "We'll radio it in," the captain said. She turned and yelled back to the tank to call in a medevac. "A helicopter can get here a lot faster than we can get her to a hospital. They're already out picking people up." She saw the look on Blake's face. "Don't worry, Captain Belladonna. We'll stay here with her until the medevac arrives."

"Thank you, Captain…Bighorn-Vlata." Blake read the nametape. "What are you doing out here?"

"Looking for White Fang. Sorry about the Faunus thing. Anyhow, they retreated in this direction."

"I doubt you'll find them, Captain," Blake said. "They've broken into small groups and probably changed into civilian clothes."

Bighorn-Vlata looked at her strangely, suspicion on her face. But the expression passed. "Not much point anyway. Beacon's evacuating. There's a shitload of GRIMM coming."

Flynt stood up, brushing off his flight suit. Blake noticed there were scorch marks on the fire-resistant nomex. "Got crisped a little bit," he said. "Nothing bad."

"In the ejection?" Blake asked.

"Pulling some of my tankers out of a burning tank," Bighorn-Vlata answered instead. She slapped Flynt on the back. "We've made him a honorary tanker."

"Anyway, Captain—you'd better get back in the air. We took a beating," Flynt told her. "They need all the help they can get."

Blake hesitated. She wanted to make sure Yang was going to survive, but Flynt was right. Ruby Flight was already down one person; there was no reason to be down two. "All right. Captain, if you don't mind, I need you to move your tank. I don't know if I've got enough room to turn around." She also didn't know if she had enough room to take off; the treeline looked all too close, and trees hemmed the road in on both sides.

"On it." Bighorn-Vlata went running back towards the Abrams. Flynt nodded to Blake. "We'll take care of Yang, Blake. Don't you worry, now." He pulled out his own dogtags. "AB positive too. If I have to, I'll give her some of my blood."

"Okay." Quickly, Blake went over to Yang. She was still out, her breathing shallow. Blake couldn't stop the tears from coming. "I'm sorry, Yang." She gripped her friend's remaining hand, then bent forward and kissed her forehead. "I'm so sorry." Then Blake let go, touched Flynt's shoulder in passing, and ran back to the Tomcat. It was a bit of distance from the road to the cockpit, but Blake's catlike reflexes allowed her to chin herself on the canopy frame and pull herself into the cockpit. Once inside, she hooked up everything again, put on her mask, and lowered the canopy.

The tank was out of the way, though it had left gouges in the asphalt. Blake kept her feet on the brakes as she ran the F-14 up to full power, then let off the brakes and surged forward. She had a brief glimpse of Flynt and the tank commander bending down next to Yang, and then they were past, the tank was past, and the trees were there. Blake pulled back the stick, prayed, and Gambol Shroud struggled into the air. She thought she felt the fighter brush the tops of the trees, but then she was in the clear, headed southwest. Blake switched on her radar and turned west. There was indeed many contacts there.

You always run. Adam's voice suddenly sounded in her head, as clear as if he was sitting beside her. You're afraid, Blake. Afraid you're going to kill someone else. Afraid someone else is going to die for you. Yang's going to die, Blake, and it's your fault. It's always your fault. No one else's. Just yours. You'll never stop running, Blake.

"No!" Blake exclaimed, bringing a fist down on her knee hard enough to leave a bruise. "I'm not going to run!" Her left hand tightened on the throttle, willed it to move forward. But her hand wouldn't budge. The old fear, the old panic, blossomed in her chest like a black flower, and the fear sweat broke out on her forehead. Tears began to run over her oxygen mask. "Move," Blake moaned. "Please move." But she was frozen in utter terror.

Beacon Intercept Package

Near Cashton, Wisconsin, United States of Canada

1550 Hours Local

"Formation spread," Pyrrha ordered. She looked at the radar screen below her HUD. The smaller GRIMM were staying close to their charge, which her radar was starting to get a return off of; this Wyvern might be stealthy, but its sheer size guaranteed a radar return of some kind. Neon, Cardin, and Crow 13—who had identified himself as Ruby and Yang's uncle Qrow—were already engaged. "Push it up," she ordered next. They had to close the distance, intercept the GRIMM as far out from Beacon as possible.

"Pyrrha, Beacon Tower."

"Pyrrha, go."

"Pyrrha, you have a F-22 coming up behind you. That aircraft is a bandit, repeat, that F-22 is not friendly. It's Witch Lead's aircraft, but we have reason to believe it has been stolen, possibly by Major Fall. Major Fall is now considered an enemy combatant. Do you understand, Pyrrha?"

That's not good, Pyrrha thought. Cinder Fall had proven herself a good pilot at Vytal Flag. She was an Eagle Driver, but the controls of a F-22 and a F-15 were not so dissimilar. She was a threat, and the intercept force could not afford to be hit from behind while trying to stop the GRIMM, nor could they afford to be distracted, looking over their shoulder as the Raptor tore through their formation. "Understood. All Beacon aircraft, Beacon tower, go to channel base plus two." Everyone switched from the standard radio channel to the more discreet Channel Three. They hadn't set a base before they'd taken off, but the agreed upon default was always Channel One. Pyrrha just hoped Cinder didn't remember that.

"All Beacon aircraft, we're turning you over to Regency. We're going off the air now. Good luck." The tower signed off.

Pyrrha came to a decision. Cinder was a good pilot; in the F-22, she would be a formidable one. There was only one person left at Beacon who could take Cinder, and it was her. Goodwitch could have done it, but Glynda Goodwitch was missing, possibly dead. It was simple fact. "Crow 13, Pyrrha," she radioed.

"Crow 13, go."

"Take over command of intercept package. I'm going after Creamer Lead. Did you hear Beacon's last transmission?"

"Roger that. I have command." Qrow outranked her in any case, by seniority, and had been present in the area the longest. "Go get her, Pyrrha."

Pyrrha turned the F-16 hard, and saw Jaune's Mirage also turning. "Jaune, stay where you are."

"Juniper Flight's coming with—"

"Negative," Pyrrha snapped. "You're needed against the GRIMM."

"But—"

"There's no time!" Pyrrha shouted. "That's an order!"

"Pyrrha, you can't do this! Pyrrha, I won't let you do this—"

"I'm sorry," Pyrrha said, then reached over and switched off her radio. She pushed the throttle into afterburners, and headed back towards Beacon.