The Midnight

Night watches Team RWBY as they each wait for the first strike.

"Who's first? I have no preference." Night taunts.

"Don't strike first, he fights very defensively." Ruby orders as she tightens her grip on Crescent Rose.

"Okay then, I'll strike first." Night says, "But who to choose."

Night looks at each of them without breaking his concentration on the whole group.

"You look alot like Summer, so you must be Ruby Rose, her daughter. And that makes you Yang Xiao Long. How are your mothers, I hear they're no longer around?" Night taunts.

Yang tightens her fists.

"Yang remember the plan!" Ruby warns.

Ruby stares at the crushed building were Onyx is buried beneath, wondering if he died from the collapse.

Onyx holds the rubble up with an Aura dome. The dome gets smaller as his strength is drained trying to hold the rubble.

"This can't be my end." Onyx thinks to himself.

"I always wanted to be responsible for their deaths. The ones that got the closest to me are the ones I hated the most." Night taunts.

Yang furrows her brow and gets ready to charge.

"Yang! No!" Ruby warms.

"Even if I strike first, you won't win. At Beacon your parents and uncle never stood a chance. I think after I kill you, I'll find Raven and show her your heads." Night states.

Yang explodes with anger and dashes at Night. Striking with her right fist before anyone had a chance to react, except for Night, who catches her fist with his right hand.

"You should have followed orders." Night taunts.

Yang swings with her left and Night catches her hand with his free hand. Night then phases himself and Yang into the Chaos Zone so he can't be interrupted. Once inside, Night spreads his arms apart, causing Yang's arms to painfully stretch as they cross one another. Night continues to pull on Yang's arms causing Yang to begin screaming in pain. Night ends the torment with a headbutt that sends Yang flying towards her sister. He opens a portal behind her, which she goes through. Night phases out of the Chaos Zone behind Weiss.

"Even if I struck first, you won't be able to react." Night states as he punches Weiss in the back of the head.

Weiss instantly drops to the ground. Blake throws her weapon at Night who grabs the ribbon and pulls on it with his left hand, punching her away with his right. Ruby launches herself towards Night, firing her sniper to propel herself. Night holds his hand at Ruby stopping her scythe from moving.

"Polarity, courtesy of Pyrrha Nikos." Night explains.

"When he'd get that?" Weiss asks.

"Oh didn't I tell you, I visited your school. Learned quite a few semblances." Night says.

Night slams Ruby's scythe into her, forcing her into the ground.

Onyx's dome has become so small that there is barely any open space in it. That space was filled with with little oxygen. Onyx had slowed his breathing to compensate, but is now feeling the affects as he slowly slips into unconsciousness.

Night stands in the middle of Team RWBY who prepare for the next attack.

"Let's take this into the Chaos Zone." Night says as he opens portals above each member of Team RWBY.

Night forces the portals downwards, causing the four girls to go through them. Night phases into the Chaos Zone and creates another Aura greatsword.

"You can not beat me here, not that you could if we weren't here." Night states.

Night dashes at Ruby using her semblance. He knees her in the gut while grabbing her head. Ruby falls to the ground and tries to catch her breath. Night then focuses on Weiss. Night uses Pyrrha's semblance to redirect all of Weiss' blows while walking towards her. Weiss backs away, trying to keep her distance. Yang and Blake charge at Night from behind. Both girls swing at him, but Night is too fast, he jumps over them causing their attacks to hit Weiss. Weiss was able to block Blake's katana but not Yang's fist. The impact knocks Yang into the ground.

Onyx falls into complete unconsciousness. However, his Aura dome remains standing, turning purple as a result of Onyx's loss of control. Onyx wakes up in complete darkness, the only light coming from man that looks like him made of purple energy, Shadow.

"Are you giving up, Rider?" Shadow asks.

"No, but it seems that my efforts are in vain." Onyx states.

"So you are giving up." Shadow says, "Do you know why you can't beat Night?"

"No." Onyx answers.

"It's because you are fighting him alone, the only way to defeat Night is with teamwork. His copied semblances give him complete control over any single opponent. But when fighting many, he can only concentrate on a few at a time." Shadow explains.

"And how is that going to help me now?" Onyx asks.

"He's currently fighting Team RWBY. If you were to assist them, you may stand a chance." Shadow states.

"And my current situation?" Onyx asks.

"Lifting a building should be no trouble for you, and don't forget you have the combined power of the Rider and the Shadow, you are the Onyx Rider." Shadow says.

"Regardless, I've spent too much energy trying to end the fight quickly. I don't have enough left." Onyx states.

"What was the last thing Windsor told you?" Shadow asks.

Onyx eyes widen as he realizes that those words are the solution to his situation.

Night, wielding his sword in his right hand with his left behind his back, quickly strikes at Weiss. Weiss is barely able to block his strikes, but is being pushed back while Night advances. Night backflips, kicking Weiss in her chin, causing Weiss to get knocked back. When Night lands, he splits into four of himself. Each one picks a member of Team RWBY to engage.

"Time for this fight to end!" The Nights shout.

Each Night dominants their opponent, giving them little breathing room while still unable to successfully hit them. The Nights then recombine and Night blasts each member of Team RWBY. The blasts knocks all of them down. None of them got back up, except Yang. Yang's hair starts to flow up as the tips glow and burn, her eyes now red. Night stares at her.

"Interesting semblance, until you realize it's useless to me since I don't get hit." Night says.

Yang strikes Night in the jaw, causing him to explode on impact, Blake's semblance. Night then whistles to get Yang's attention. He is standing on top of a glyph floating in the air. Night jumps down and looks directly into Yang's eyes. Yang charges and unleashes a flurry of blows.

"That's one..." Night dodges all of them without any effort, taunting her after each unsuccessful attack, "A little warning would have been nice... You're impatient, I can tell... You know there is such thing as trying too hard."

Yang hair and eyes return to normal as she collapses due to an Aura dagger in her lower abdomen, Night had stabbed her during her last attack. The dagger dissolves before Yang hits the ground.

"And yet, you still fail." Night says.

He is about to perform the final blow when he is interrupted due to sensing an huge Aura spike. He turns and looks at it, the building burying Onyx. The rubble is sent flying in every direction as Onyx stands in the center with his aura five times larger then it has ever been before. Onyx's hood and coat flowing as a result of the wind. As the aura returns to it's normal size, becoming much more flame like. Onyx's hair and eyes are also covered with crimson flames, which are larger than before.

"How... Where did you get all that power!?" Night asks in shock.

"'When the body is weak, the will can accomplish impossible tasks.'" Onyx quotes.

Those were Windsor last words to Onyx, a message in order to teach him a way to push on.