"Dooku..."

"I have been looking forward to this young Skywalker." Count Dooku states

"How did you even get here!" Anakin shouts. All he dose as a response is give a smile. He gets into his saber stance awaiting Anakin to make the first strike. Blake is getting up, and Anakin can see Sun on the roof getting ready to jump down.

"Blake. can you handle the White Fang and the Angry Ginger." Anakin asks not taking his eyes off of Dooku.

"Yes."

Anakin rushes in going for a side slash. Dooku blocks and retaliates with a jab to Anakin's chest to which Anakin jumps over him with another blocked strike. Over hand, Side slash underhand. The two slash away at each other blocking and dodging in a deadly dance of Red and Blue. Anakin kept his ground trying to back Dooku away from Blake and Sun as they deal with the terrorists. With each strike Dooku backs up. Everything was going well, but then he managed get the two in a blade lock.

Blake rushes Torchwick using her weapon to block the bullets from the White Fang. Sun pulls out his collapsible staff and begins fighting the now corrupt White Fang. When Blake finally got to Torchwick She slashed at him and she used her semblance to make a copy of herself as she jumped up for a downward strike. Roman attacks Blake's copy making it disperse allowing Blake to land four hits on him making him stumble back. Blake hears Sun's running up behind her so she jumps back switching places with him and taking out a few more White Fang member's. Sun's staff separates into short-barrel shotgun nun-chucks as he begins a flurry of attacks.

"I sense great fear in you, Skywalker. Fear of loosening someone." Dooku says as he keeps Anakin and himself locked. "Someone close by."

"I don't know what your talki-" Anakin is interrupted by him hitting Anakin in the head with the back end of his curved saber hilt causing him to stumble back. Anakin looks up just in time to see Dooku prepare to launch Force Lightning at him. Anakin quickly lifts his saber to deflect it as it gets close, but it curves up and over striking Anakin with the burning pain that follows. Anakin managed to withstand it but Dooku uses Force push to launch Anakin into the wall of a crate.

"Interesting isn't it. This world gives ability's that the Force could never give you. Semblance's. Ive been given the ability to control lightning to my will. I wonder what yours is."

"Piss me off and find out." Anakin retorts as he charges in once more.

"Vary Well." The two exchange blows for a few moments then he goes for a side slash. Anakin dodges by jumping onto one of the Dust crates. When he gets up there Anakin gets an Idea. Hope Obi Wan doesn't mind.

"Its over Dooku, I have the high ground!" Anakin yells.

"Well then. Lets change that." He uses the Force to lift the crate with Anakin still on it. Anakin jumps off and rushs Dooku once more. Dooku drops the crate and begins blocking and parrying again. Its then that the two hear something. Something that makes things worse.

"HEY!" Its Ruby, Rex, Lilly and that girl Penny is following them. Rex see's Anakin and Dooku and jumps down likely to give Anakin fire support. Penny and Ruby join the frey fighting the White fang members. Rex draws his blasters as Anakin parrys another strike And backs off giving Rex free range to open fire. Dooku reacts quickly deflecting the bolts but Anakin cut back in to keep Dooku from hitting Rex. Rex and Anakin work together with a mix of blaster bolts and saber strikes, but Dooku is keeping up. The duo back Dooku to one of the buildings and Anakin gets into a saber lock with Dooku so Rex could deal the final blow...

But it doesn't come. Anakin looks to Rex only to see him hovering in the air grasping for the invisible hands choking him. Anakin looks to Dooku's free hand and Anakin uses his foot to kick it getting him to drop Rex. Sun sees the struggling and rushes over to help. Dooku pushes Anakin off and out of the saber lock looking to see Blake distracted fighting the Ginger. A sinister smile coming to his face. He looks to Anakin . Anakin try's to rush him, but he gets pushed back with the Force. Rex is trying to get up, and Sun is just now getting over to them.

"Now I shall make your fear a reality!" Dooku shouts as he throws his saber aiming it at Blake. It goes on but stops from stabbing someone. Blake looks in horror. Everyone looks to the man who saved her life. Sun. With the saber impaling him in the abdomen, he looks to Anakin with eyes of fear. He collapses as Dooku uses the Force to pull his saber back to him. Tears rolling down Anakin's face He looks to Sun as Blake rushes to Sun's side while Penny mows down more White fang members using seven floating swords, and Ruby faces off against the Ginger using her sniper scythe. Anakin watches as Blake cradles Suns dying body in her arms. Anakin's vision becomes blurred. His eyes see red.

Rex could feel the shift in the air. The Cold...

Anakin's Body enveloped into a black smoke. Dooku looked to him, and watched as the blue saber turned off in the smoke. A look of confusion hit him. Rex would have shot him, but he didn't want to become the one that the Monster is unleashed upon. Everyone then hears the mechanical breathing first, and after a moment, The Crimson Blade ignites. A look of surprise hits Dooku, and when the smoke clears... Vader stands before them. When Vader takes a step forward Dooku steps back. His hand begins to shake as Vader gets closer and closer.

Vader speeds up and goes on the attack. Each strike making the Count stumble. The force of each hit equal to that of a sledge hammer, but as fast as twirling a flashlight. They each match each blow. Dooku leaves an opening and Rex decides to risk it and take a shot distracting Dooku for a second as Vader goes for a strike as well. Dooku blocks the saber strike taking the blaster bolt to the shoulder. He backs away noticing the bullheads about to leave. He shoots force lightning at Anakin using it to escape to the ship. Penny goes to intercept but Torchwick shoots her with a rocket causing her to stumble back, but due to her aura she was fine. Noticing the threat is gone Rex looks to Vader only to see him shift back to Anakin. The two look at each other then to Sun. They then rush over to him as Anakin shuts off his saber. Blake was still holding onto Sun as the duo heard them talking Tears streaming down her face.

"Sun... please just stay with us." She pleaded. Anakin takes a seat beside her tears threatening to fall from his eyes. Sun looks to her and weakly puts his hand on her face wiping the tears away before it goes limp. His lifeless blue eyes staring at her. "Sun? Sun?!" She cries shaking his body.

"I'm sorry." Rex says getting Blakes attention. "He's gone." This makes her break down completely. Anakin puts his hand on her shoulder for comfort, but she just pulls Anakin into a hug burying her head into his shoulder. He holds on to her as Rex kneels down to close Sun's lifeless eyes.

It didn't take much longer for the police to get there. Ruby, Lilly, Penny, and Rex explained everything to them while Anakin comforted Blake. They were sitting on wooden crates while the medical team placed Sun in a body bag. After a bit the group saw Yang, Crimson and Weiss. Weiss was walking strait to Blake, but Rex stopped her.

"That's not a good idea right now." Rex says.

"What do you mean." She scoffs.

"We lost one, she's taking it the hardest." Upon Rex's words her look of anger turned to one of sorrow.

"Oh..." She says. "Can I at least sit with them?"

Rex thinks about it, and look over to Blake then back to Weiss and nods. Weiss walks over and takes a seat on a crate next to them. Blake looks over to Weiss with her tear filled face. Anakin gives her a look of warning, and Weiss nods to him.

"Are you alright?" Weiss asks nicely.

"What?" Blake Asks confused from Weiss's kind demeanor.

"I asked If your alright." Weiss says once again in a nice tone. Blake simply nods. "Well we can discuss everything tomorrow then." Blake looks to her trying to put on a smile, then it quickly turns to a frown.

"Weiss." She starts. "I want you to know I'm no longer associated with the White Fang. Back when I was-" She gets cut off from Weiss putting her hand up signaling her to stop.

"Its alright." She starts. "We've been looking for you for twelve hours. Meaning I have had twelve hours to think about this. And in that twelve hours I've decided... I don't care."

"You don't care?"

"You said that your not one of them anymore right?"

"No I-I haven't been since I was younger-" Weiss once again stops her with a hand gesture.

"I don't want to hear it." Weiss says pulling Blake into a hug. "All I want to know is that when something this big comes up You'll come to your teammates."

Blake finally gives a tear filled smile as she reply's. "Of course."

In Ozpin's office Ozpin watched the students from teams SCRL and RWBY converse at the docks through a video feed. Unfortunate what happened to that kid. Sun Wukong, a Haven Academy student. I'll have to talk to Professor Lionheart about this. Ozpin is brought out of his thoughts from a message. One Qrow sent him.

"Queen has pawns"