What's up everyone, it's your boy LilMichaelxSonikku here! Well only one more chapter away to the end of SSKT 3! Enjoy the chapter!

Disclaimer: Sonic goes to SEGA and RWBY goes to Rooster Teeth Productions and Monty Oum.

We see the Grimm Dragon flies past the hijacked Atlesian Airship, as Ruby Rose looks on, with the surrounding Griffons roaming the skies. A Griffon lands on the airship, but Ruby easily cuts it down with Crescent Rose, causing to disintegrate into black particles. But suddenly, she hears a snap, turning to see Neopolitan, now changing into her standard attire with a wave of light washing over her from bottom to top, as she winks after taking a picture of Ruby, sending it to a certain crime lord with the following text:

"Guess Who?"

Roman groaned in annoyance. "Oh, you can not be serious!"

Having realized his old foe is getting in the way again, the wanted criminal quickly picks up Melodic Cudgel and walks up to the top of the airship.

-Music: Reluctant Heroes (Attack On Titan)-

Then in the sounds of swords clashing and punches and kicks were shattering the air like sounds of the shattering glass. Through the flames, a red sword resembling the lust for blood. A yellow sword resembling a warrior's light of hope. We see Miles Prower Uzumaki having a sword fight against Adam Taurus who was showing signs of a struggling. While in the midst of this going on, Blake Belladonna who was watching in admiration even though her fears were lingering in her heart.

(Blake's POV)

Why? Why do you this Tails? Even in the face of danger, you fight with no fear in you. All my years in the White Fang; I've seen things that are too gruesome for me to relive. But now, all of my fears came true because of him being here. You are now going against my teacher without a second thought.

I placed a hand on my chest trying to stop my prevailing tears from falling from my cheeks. "I should be fighting with you… But I'm too scared to move… I-I should-" My thoughts stopped as a rising memory from the time when I was obsessed finding answers. That question.

"Blake. Do you value the lives of your teammates or yours?" Tails' voice rang through my head like a loud bell ringing.

Then a scream made me wake up seeing Tails holding his arm, it was bleeding. Adam was going to finish him. My instincts were screaming at me to run, but my heart is telling me… Telling me…

"ATTACK!" The last word of my thoughts made me do what I never thought I would do.

Adam rose his sword to finish him. "Blake and I were going to change the world, remember? We were destined to light the fires of revolution! Consider this... a spark."

I charge into the dining hall with all my might, I drew my sword in a flash. My blade clashes with his as I use my force pushes him away from my bleeding companion, and I try to keep this monster away from him stand with my blade locked with his Wilt and Blush. This... This is my chance to repay you for all the times you helped me Tails. You've became my light and now I see clearly! I must make a light of my own!

"I'm... not... running." I hissed at him with my eyes blazed with fury.

Adam smirked. "You... will."

He kicks me away, as I fell onto the floor. A nearby Creep runs toward runs by me, only to be shot by Adam.

"But not before you suffer for your betrayal, my love." He smiles and begins walking towards me. But I stood up with my weapon in hand.

(Normal POV)

Back outside the Beacon grounds, Velvet Scarlatina groans as she struggles to get up, only to get knocked back down when Coco Adel bumps into her after getting knocked away from a Paladin off screen. The camera pans with Neon Katt and Reese Chloris as they dodge and weave between groups of students fighting against the infected Atlesian Knights and Paladins. Yatsuhashi Daichi is seen fighting a Griffon while Flynt Coal uses his trumpet to hold back a Paladin. Weiss Schnee then arrives on the battlefield, but get knocked back another Paladin. Shadow Donovan on the other hand was on one knee panting and he was surrounded by Paladins.

Neptune reached his hand out. "Weiss!"

Yatsuhashi tries to hold back a Paladin's fist with his sword, but he gets knocked back. The Paladin then turns to and starts approaching a distracted Lie Ren.

Nora gasped. "Look out!" She pushes Ren out of the way of the Paladin's incoming strike, taking the hit instead.

Ren scampers on to his feet. "Nora! No!" He reaches out to her, but gets knocked back by the Paladin too.

Coco and Neptune fire their weapons at the Paladin, but it is unfazed.

Neptune sweat drops. "Uh, this is bad."

Coco looked at the Rabbit Faunus. "Well, I guess now's a better time than any. Velvet!"

"Really?" Velvet asked excitedly seeing her moment to shine.

"Just make them count." Said the leader of Team CVFY.

-Music: I May Fall (RWBY)-

Velvet nods as she walks up to the Paladins with no fear in her steps and in her heart. But the only feeling she is feeling is excitement of using her secret weapon.

"What are you doing!? She's going to get hurt!" Weiss said to Coco with a horrified look.

Coco grinned. "Just watch."

With her weapon, Velvet begins to replicate Crescent Rose, as she imitates Ruby's overhead spin, landing on top of the Paladin as she dodges its cannon fire. She then replicates Myrtenaster to deflect the Paladin's punch and land a few blows before pushing it back with the Ember Celica imitation. Once after she lands a few shots, she slides under the Paladin's fist, similar to Blake as she uses the Gambol Shroud copy and uses its string to trip over the mech, before moving to the second Paladin by lopping off its hand, and jabbing it in the head with the cleaver. Before it can react, it is immediately peppered with imitation bullets, thanks to copying Coco's minigun. As it moves forward, Velvet switches to using Ruyi Bang and Jingu Bang as a reference, as she lands another few hits while landing a downward blow from above with a copy of Magnhild, severing a limb. As the first Paladin attempts to recover, Velvet immediately copies Penny's swords, as she leaps off the second Paladin and slices apart its legs before blasting it at full power. However, the first Paladin sucker punches Velvet.

"Aah!" Velvet gets sent hurling to a tree knocked out.

Coco's eyes widen. "Velvet!"

-Music Ends-

At this, Coco, Neptune, Nadir, and Reese land suppressing fire. Furious, Weiss immediately rushes in, as she instinctively uses a summoning glyph, confusing her. When she rushes in between Velvet and the Paladin, she closes her eyes and grits her teeth as she discovers she summoned the arm and sword of the Giant Armor she fought before, who blocks the Paladin's fist and bisects the machine in half. She takes brief look at her summoning before being surprised by a camera flash, which was taken by a smiling Velvet. But before they can take a breath, another advanced Paladin rushes in from the corner and begins to charge at them.

"You have got to be kidding me!" Sun complained. He had it with the Paladins already.

-Music: I Am… All of Me [ Theme of Shadow ] (Shadow the Hedgehog)-

But then a massive black snake consumed the mechanical goliath whole as it exploded from within the snake as it vanished in a black cloud of smoke. Everyone took notice of the origin of the massive creature. Their answer? A large black aura with red eyes that everyone knew so well till the voice said:

"Uwabe dake: Sā ransurottomōdo (Semblance: Sir Lancelot Mode)!"

When the moon couldn't get any redder, it changed from ruby red to blood red as Shadow's semblance began to come into being. He dons his black and grey armor as the black aura expanded as the stars vanished and the sky turned pitch black. The black aura dispersed as the black armored Faunus looked at everyone who slightly flinched at his armored state. Then as Sir Lancelot was about to say something, another Paladin came at the Huntsmen and Huntresses.

"Kyūkyoku kaosushotto (Ultimate Chaos Shot)!" Sir Lancelot exclaimed as his massive sword turned into a MP 18.

"A-Amazing… This is Shadow's semblance…" Ren said in awe. "Such power!"

Sir Lancelot pulled the trigger as black energy went straight to the Paladin. Then the bullets hit the Paladin thus it turned black and eroded away as it fell apart.

-Music Ends-

Back at the airship, the battle commences as Ruby performs an low swing, with Neo somersaulting over it, and ducking the next swing, before performing another backflip to dodge the third. Ruby then twirls Crescent Rose before attempting another low sweep, only for Neo to backflip away from her consecutive twirls. Once Ruby finishes spinning her weapon, she lodges Crescent Rose on the hull and fires a shot, only for Neo to shatter in an illusion, revealing Roman as he fires a shot back with Melodic Cudgel, sending Ruby flying several feet, before she lodges Crescent Rose to safely grip herself from the surrounding gales, while Roman walks up to her.

"Little Red, little Red, you are just determined to be the hero of Vale, aren'tcha?" The Criminal Mastermind asked seeing the young girl's determination of being a hero.

Ruby glared at Roman. "What are you doing!? Without these ships, the Grimm will destroy everything!"

Roman laughed. "That's the plan!"

Ruby then swats aside Melodic Cudgel just as he attempts to fire it at her, causing him to move a few feet off-balance, before Neo returns and leaps over her, kicking Ruby's left cheek, and using the momentum to flip her over and send Ruby tumbling on her back. Neo then follows up with a roundhouse to the face, and a rear horse kick to nearly send her careening off the hull of the airship.

Ruby struggled to regain her momentum. "But why!? What do you get out of it!?"

Roman smirked. "You're asking the wrong questions, Red! It's not what I have to gain, it's that I can't afford to lose!"

As Ruby charges, Neo vaults over Roman for a powerful kick. She then leaps up, grabs Crescent Rose, and slides under, flipping Ruby once more with the hook of her parasol. As Ruby spins midair, the pint-sized powerhouse finishes with a roundhouse to the abdomen, as Roman slams the barrel of Melodic Cudgel to the ground and fires, causing the cane to ricochet and hit Ruby, before catching it and firing the weapon once more over his shoulder. The blast is enough to send Ruby holding on for dear life, with the embedded blade of Crescent Rose the only thing preventing her from falling.

"I may be a gambling man, but even I know that there are some bets you just don't take." Sneered Roman as sees his partner Dr. Eggman controlling the Paladins.

Neo then extends her blade and drags it on the surface, as she holds Ruby at swordpoint.

"Like it or not, the people that hired me are going to change the world! You can't stop 'em, I can't stop 'em!" Roman went on smugly.

As Roman continues, Ruby kicks away a Nevermore, and notices the button on Neo's parasol.

"You know the old saying, "If you can't beat 'em-""

Suddenly, Ruby reaches for the parasol, causing it to open and send Neo flying off the airship, leaving her with a frightened gasp as she is silently left at the mercy of the Grimm roaming the skies and the raging winds.

Roman's eyes widen in shock. "NEO!"

Ruby stood up and glanced at Roman. "I don't care what you say! We will stop them and I will stop you! BET ON THAT!"

As Ruby charges at top speed with the use of her Semblance, Roman grips Melodic Cudgel with both hands, the left hand holding the shaft, as he quickly catches the projectile with the hook end and hurls it at Ruby, knocking her away, before smacking her with the business end of the cane, ramming the weapon in her stomach, and firing another shot, sending her on her back once more.

Roman laughed again. "You got spirit, Red. But this is the real world!"

Roman then whacks Ruby with the butt of his cane, sending her back a few feet. "The real world is cold!"

Roman lands another coshing, this time on Ruby's legs. "The real world doesn't care about spirit!"

Ruby then kicks him in the knee, causing him to lose balance as he prepares a downward strike.

"You wanna be a hero!? Then play the part and die like every other Huntsman in history!" Roman roared as he then proceeds to smack Ruby with the butt end of the cane. "As for me, I'll do what I do best: lie, steal, cheat, and SURVIVE!"

Just as Roman prepares a final, overhead swing, an Alpha Griffon suddenly appears from the sky and swallows him whole, attracted by the negativity of his rant. The roar sends Ruby back a few feet, before the two charge at each other. Ruby prevails when she kicks the beast in the head, sending it through the hull and causing it to crash. And then, she grabs Crescent Rose, leaps off the sinking airship, and propels herself in the air, shooting at the ground as if her weapon was a pogo-stick, before landing safely on the rooftops of Vale as she looks at Dark Super Sonic who is fighting Cinder Fall.

Back in the city, Glynda Goodwitch uses her riding crop to knock back a few Creeps, while Qrow Branwen slices and blasts at a few infected Knights with his sword. Cardin Winchester giddily knocks back an Ursa with his mace, but then gets held at gunpoint by a few infected Knights. Suddenly, their heads are shot off, surprising Cardin. As the smoke clears, it is revealed that General James Ironwood miraculously survived his crash, albeit having his clothes damaged, revealing the right half of his body to be cybernetic. Without hesitation, he shoots down all of the infected Knights with his revolver.

"This area's secure! We need to-"

Suddenly, Qrow's expression changes into what appears to be anger. He transforms his sword into a scythe and charges toward Ironwood.

Ironwood's eyes widen in horror. "Qrow! This isn't my doing!"

Qrow continues charging, despite Ironwood's words. The general flips his gun in his hand and gets into a battle stance, preparing for the perceived attack. However, Qrow leaps past Ironwood, who turns around just in time to see a large Griffon lunging at him. With one swing of Qrow's scythe, the Griffon is sliced in two. Upon landing, Qrow turns around to address Ironwood.

Qrow scoffs. "You idiot. I know you didn't do this."

Ironwood relaxes and sighs, lowering his head and putting his hand to his forehead, while Glynda places her hand on his shoulder.

"So what now, General?" The Drunkard Huntsman asked the cybernetic armed general.

"Someone's done the impossible and gained control of my machines. And that enormous Grimm seems to be fixated on the school. Glynda, form up the local Huntsmen and establish a safe zone here in Vale. We need to evacuate Beacon. Qrow, I'm leaving that to you and my men. I still need to get to my ship." Ironwood looks at the ruined remains of the Atlesian Knights.

The three hear a loud noise and turn to see its source: Ironwood's ship slowly nosediving into the ground.

"Well, it won't be much of a walk." Qrow said.

The Atlesian Knights that are still functioning attempt one last time to harm the Huntsmen, before powering down.

In the Beacon courtyard, the students stand prepared to fight the Atlesian Paladin that is charging toward them. However, electricity arcs across it and it suddenly powers down, collapsing and sliding to a stop in front of them.

Sun grinned. "Hm. That went better than expected."

Weiss doubles over, exhausted, leaning on Myrtenaster to keep herself standing with Sir Lancelot next to her.

"Weiss!" A familiar voice called the Ice Queen's name which was Knuckles and Yang they ran to Weiss. "You're okay! Have you heard from Ruby?"

Weiss shakes her head.

"What about Blake and Tails?" Knuckles asked looking around.

"They went after an Alpha. And some members of the White Fang. Better catch them." Sir Lancelot pointed with his armored pointer finger.

Yang nods. "You look for Ruby. I'll meet up with Blake and Tails."

The melee couple hurries off in the direction that Sir Lancelot pointed, while the heiress gives a thumbs up.

In the Beacon vault, an elevator opens up to reveal Ozpin, Jaune, and Pyrrha. The three immediately sprint out of the elevator and down the corridor.

Jaune looks around in surprise and curiosity. "What is this place?"

"It's... a type of vault." Pyrrha said.

Jaune looked at her. "You've... been here before?"

Pyrrha looks away from him. "..."

"What would this school need to... hide?" The Blond Knight was about to get his answer.

Finally seeing the Aura transfer machine, Jaune stops in his tracks, gazing wide-eyed at the strange contraption and the comatose girl inside.

Jaune couldn't grasp on what's going on. "What? Who?"

Pyrrha sighed as she looked away. "Jaune…"

Ozpin glanced at the Red Haired Amazon Girl. "Pyrrha! Get to the pods!"

Pyrrha looks at Jaune, then runs to the second pod.

"Mister Arc, if you'd like to help, you can stand guard here." The Headmaster of Beacon asked him.

Jaune looks at the two with uncertainty, then turns around and gets into a guarding stance.

"What do we do now?" She asked being nervous.

Ozpin who was typing on the machine's hologram keyboard. "We, do nothing."

The second pod opens, and Ozpin turns his head to look at Pyrrha.

"You, Miss Nikos... have a choice to make." The Middle Aged man said with a bit of sorrow in his voice.

Pyrrha looks at the pod, then at Jaune, hesitating. Her expression changes from uncertainty to sadness, and she wipes a tear from her eye, still looking at Jaune. She then climbs into the pod, which closes.

"This could've been our day! Can't you see that!?" The voice of Adam asked a furious Blake.

Blake grits her teeth. "I never wanted this! I wanted equality! I wanted peace!"

She raises her sword, its blade folding into sickle mode, and shoots at Adam, who blocks both bullets with his sword.

"What you want is impossible!" The Bull Faunus said. He sheathes his sword and backhands Blake across her face, knocking her over. "But I understand because all I want is you, Blake."

She begins to raise her sickle again, only for him to kick it out of her hand, knocking her over once again. Then a certain Jinchuuriki/Faunus Hybrid boy was watching this with his eyes widening in horror. He was shaking.

"And as I set out upon this world and deliver the justice mankind so greatly deserves, I will make it my mission to destroy everything you love." Adam said with a sinister grin on his face.

"Blake/Tails!" Knuckles and Yang's voice called in unison.

Their voices draws their attention to one of the broken windows. The couple soon comes into view and shoots a White Fang member, before looking around for her teammate.

"Blake! Where are you!?" Yang called as she looked around.

Adam looks at Blake to see her terrified expression, then returns his gaze to Yang. "Starting with her."

Ozpin looked at Pyrrha as he closed his eyes. "Are you ready?"

Pyrrha looks at him and gives a slow nod.

"I... I need to hear you say it." He said.

"Yes." That's all she said as she lays her head back, staring ahead.

Ozpin smiled a bit. "Thank you, Miss Nikos."

Ozpin presses a few more buttons on the screen, and Amber's pod raises up. Amber begins glowing orange, and her eyelids begin fluttering. The orange glow travels along the pipes connecting the two pods - first up to the ceiling, then down to Pyrrha's pod. An orange glow surrounds Pyrrha, who begins screaming out in agony.

Jaune turns around, surprised. "Pyrrha!"

Jaune runs over to Pyrrha's pod, moving his gaze back and forth between Pyrrha and Amber's pod. While Jaune panics, trying to understand what's going on, Ozpin looks away.

"I'm... so sorry."

Suddenly, an arrow pierces the glass of Amber's pod, striking her in the chest. Amber gasps, and her eyes open, then begin to close again, while the machine begins beeping an alarm. Ozpin and Jaune turn around to see a mildly injured Cinder Fall standing halfway down the corridor from them, an obsidian bow in her hand. She lowers the bow, a tiny smirk creeping across her face.

-Music: Let Me Hear (Natewantstobattle Version) (Parasyte the Maxim)-

You just do not notice that we
Are gifted just for being humans...

Adam draws his sword and stabs it into Blake's abdomen near her left hip, causing her to shriek in pain. The cry catches Yang's attention.

"Huh?"

"Over here! Hurry-" The Red Echidna Faunus stopped as he felt something bad coming.

"Oh shit! Tails is about to go berserk!" Knuckles thought in shock and desperation.

We are absolute predators
We do not even have any enemies
Maybe there's an animal that's watching us...

Adam stands upright, pulling his sword from Blake's flesh and turning to face Yang.

"Get away from her!" The Buxom Blond said angrily but then she stopped seeing the floor turning into murky sand. Then she glanced at her boyfriend with her red eyes. "HEY! LET ME GO!"

"BRACE YOURSELVES! TAILS IS ABOUT TO LOSE IT!" Knuckles yelled back at her making her look at the fox boy who had a faint red aura.

Blake tried to reach out helplessly, whispering. "No... please…"

Thinking that "Someday we will beat them down!"

A cry coming from Tails who had a orange cloak resembling a shape of a one-tailed fox as his three whisker mark appeared, his eyes were silted and red, and his nails into claws. Then his skin started to peel off revealing a dark red surface as a he roared causing an explosion of orange energy causing the earth to shake and blowing Adam and Blake away. But Knuckles made a shield for her to protect her from the debris. Then a black orb appeared over the transforming Tails. It was pure silence till an inhuman growl came from the orb as the orb exploded with dark red energy surging from it causing the earth shaking to continue and heavy winds to blow which started to affect everyone who was getting blown away. As the shaking and winds ceased as Knuckles' defenses crumbled from all the chaos, in which he was holding Yang in an embrace

Knuckles opened his violet eyes which now shrunk in pure terror. "... Oh no…"

Yang looked up at Knuckles which she felt him tremble. "Hey Knuckles! What's going-" Her heart skipped a beat seeing the terror in front of her.

Blake glances with a horrified look. "... T-Tails?!"

Adam stands in surprise. "What monstrosity is this?!"

There stood Tails but this was different. His body changes to resemble the bushy whiskers on his face when enraged, and his hands to form sharp claws. Ears and two extend from his body and he roars with a sharp maw of teeth. His eyes were round and white, as well, the interior of his mouth was white also. He roared causing making many violent winds blow and chunks of the buildings as Knuckles made his Totetsumonaku ōkī aiandōmu (Ginormous Iron Dome) which a black dome made out of iron covered Blake, Yang, and himself from the violent waves. Adam, who in the other hand using his sword to keep himself still. But he met the end of the fist from the demonified Tails who was sent flying out of the building going through different buildings and then hits a wall causing a the structure to collapse.

Amber struggles to breathe, her eyes wide, the machine's alarm still playing. Finally, all breath leaves her. Her eyes drift closed, and her head leans to the side, her whole body going limp. The green flames that light the torches throughout the vault suddenly snuff out. Pyrrha frantically beats her fists against the glass of her pod. The orange glow leaves Pyrrha and travels back through the pipes into Amber. The glow then bursts out of Amber, shattering the glass in its way, and enters Cinder. The murderer glows, begins floating, and gains long trails of flame around her eyes, with orange energy swirling around her. Pyrrha beats even harder on the glass, her stress increasing. Jaune raises his sword and charges toward Cinder.

Ozpin gave Jaune a desperate glance. "Stay back!"

Cinder casts a large fireball toward Jaune, who blocks it with his shield and is blasted backwards, landing on his back.

"JAUNE!" Pyrrha cried.

Finally, Pyrrha uses her Semblance to rip the pod's door off its hinges, throwing it at Cinder, who knocks it away like it's nothing. As Cinder begins to descend to the floor, Pyrrha leaps out of the pod and charges, calling her weapon and shield to her with her Semblance. However, Ozpin puts his arm out, stopping her.

"Take Jaune and get out of here! Find Glynda! Ironwood! Qrow! Bring them here right away! The tower cannot fall!" The Middle Aged Wizard commanded.

Pyrrha shook her head. "But I can help."

Ozpin slowly turns his head to stare Pyrrha in the eyes. "You'll only get in the way."

Pyrrha hesitates for a moment but obeys Ozpin, scooping up Jaune and running away. While she does so, Cinder descends to the floor and watches them leave, with the glow, the swirling energy, and the flames around her eyes all disappearing. Cinder turns her attention back to Ozpin, her eyes still glowing for a moment.

"This whole time... right beneath our feet. She was right about you." Cinder said with a dark tone in her voice.

Ozpin turns his cane in his grip, staring hard at Cinder till a black pillar rose from the floor which made Ozpin to fall on his butt, then Dark Super Sonic appeared as the black pillar disappeared with some cuts and bruises, also his clothes were in tatters.

"You dirty witch! Now you have pissed me off for the last time! Cinder Fall! Get ready to die!" The Angry Black Faunus roared as his black aura exploded to life with Dark Super Sonic gritting his teeth baring his canines.

Cinder narrowed her eyes and then shaking her head slightly. "Such arrogance. You're the only being on this dying world to ever injury me. Now, prepare for the real battle. I won't perish but you will." Her fiery aura clashed with his as her eye glowed yellow fully.

The scene closes with a close up on their faces before panning upwards to a bird's eye view of the standoff, before the scene turns black.

To Be Continued…

The Maiden of the Flames of Evil and the Dark Knight of the Wind clash for the last time with intents of killers…

Who will win…?

Who will stop the rampaging Jinchuuriki…?

The final hour of this war is coming…

Many will die…

A few will survive...