The three lay flat on their stomachs upon a cliff that overlooked the Forever Fall forest. Pyrrha was using a pair of long-range binoculars to scan the landscape, looking for any size of the Grimm. They had tried several points between the city and the ruins, reserving the hovercraft for moving between points rather than searching as the noise would most likely alert the Grimm. Morning was now beginning to seep across the horizon, highlighting the red leaves of the forest below.

"I think we found it," Pyrrha announced, handing the binoculars to Jaune. He refocused the lens and oriented it in the general direction that Pyrrha had been scouting. Immediately, his body went stiff as a board and his hair seemed to stand on end.

"Th-th-th-that's the G-g-g-grim?" he practically shouted. Ren yanked the binoculars from Jaune's vice-like grip and took a look.

"Yes," he confirmed. "That is the beast that hurt Nora…" In one fluid motion, Ren sprang to his feet to take off after the beast. At the same time, both Jaune and Pyrrha took his hands and yanked him back down to the ground.

"Calm down," Pyrrha hissed. "If we attack it blindly, we will only end up dead and being of no help to Nora!"

"I know that!" Ren snapped back in frustration.

"We need to get closer and observe it, figure out its weakness so that we can take it out." Pyrrha put the binocular to her eyes again turned her full attention to the beast. It was lumbering awkwardly across the landscape, a half-formed mountain of black amidst the blood red of the trees. Tendrils of black fog trailed around it, dancing in the wind and occasionally pushing obstacles out of the way. Though winding and aimless, its general path was clear: it was heading towards Vale.

"Where is it heading?" Jaune asked. He seemed calmer and more focused, though his voice still quivered slightly with fear.

"Where else?" Pyrrha replied, stowing the binoculars in their bag. "Vale."

Jaune stared in the direction of the Grimm. Without the binoculars, it was a vague black thing too far to see details. After a long pause, he nodded.

"All right," he said, rising to his feet. "We get ahead of it; far enough to give us time to observe its approach. Pyrrha, you have until the beast is within striking range before we attack. Find that weak spot if you can. If we can't take it down, we alert the headmaster and stall it for as long as we can." Pyrrha nodded. Ren gave a single nod of his head before heading to the craft. Only one thought filled his mind now: revenge.

Team RWBY kept a careful eye on Nora as she slept on a make-shift bed for wounded in the craft. After they had boarded, she had immediately fallen into slumber. Her breathing was heavy and erratic.

"Are you…sure it was a good idea to bring her?" Yang asked in concern. She put a small blanket over the sleeping form and touched her head lightly.

"It wasn't a question of a good idea," Weiss replied sharply. "If we hadn't brought her, she would have tried to come anyway."

"And would have injured herself in the process," Blake put in. Yang sighed, but wasn't relieved by that answer. It had been obvious that they had tried to make Nora feel like she wasn't forcing this on them, but she still didn't like it. The sick should be in bed, not in hover crafts off to kill Grimm.

Ruby silently stared from the craft's door, her eyes scanning the landscape below for signs of their target. "There they are!" she suddenly cried. Far off amongst the trees, flashes of metal glinted from the rising sun. They were still far enough that they probably wouldn't notice the craft. Ruby lifted her eyes a moment, frowning. The others followed her gaze.

"Well…I guess we know their destination," Blake said softly. A loud thud drew their attention toward Nora. She was already crawling toward them. Yang ran over and lifted the weak girl up to a standing position, then helped her to the craft opening. She stared out over the sea of red, her eyes narrowing as she caught site of the Grimm. Her face was a mask of determination.

"I know what I need to do," she said firmly. "I need your help." The others gathered around her to hear her plan.

Ren paced impatiently below the rise that served as their hiding spot. The creature was getting closer and Pyrrha still hadn't been able to pinpoint any type of weakness. Jaune had ordered Ren below due to his growing agitation and restlessness. Ren had complied because he knew that he was right: his lack of discipline could well get them killed and cause the whole mission to fail. Still, the anger, the frustration, the need to for revenge burned so brightly in him that it seemed to erase all other thoughts from his mind. Never had he been in so little control of himself before. It was frightening.

The Grimm was getting closer, its inhuman cries growing louder and hungry by the moment. Since he had last seen it, it had become slightly more solid. Where before, there had only been smoke and claws, now there were tendrils and what looked like arms on the claws. Mixed with its monstrous voice could be heard what sounded like human screams and moans, as if people were trapped inside of it. Some were fainter than others. Pyrrha believe that the creature had fed, lending the creature more form and the tortured voices of the dead. He believed it. They had found a few bodies during their search, barely scratched.

The sound of the trees rustling caught Ren's attention. He turned to find himself eye to eye with Jaune.

"It's time," he said simply.

The two made their way to the top of the rise where Pyrrha waited. She hadn't been able to pinpoint the weak point, but she suspected that it lied within the rock-like armor that was beginning to become more defined. It didn't give them many options.

"Our first step is to weaken it," Jaune said.

"Buzz around it like flies?" Pyrrha clarified.

"I…guess so," Jaune shrugged, drawing his sword. Ren could see it waver slightly in his trembling hands. On an impulse, he put a hand on Jaune's shoulder in reassurance. Jaune nodded. There was no going back now.

As one, the three leaped down the hillside into the forest below, running like the wind towards their fate. Not far ahead, they could what could only be described as the feet of the beast drifting through the forest, still not formed completely. Jaune skidded to a halt before the leg and swung his sword upward, raking it through the cloudy form of the leg. The creature let out a bellow of confusion before shifting its gaze down. AS it did so, Pyrrha flung her shield toward the mask, cracking it slightly as it ricocheted back to her hand. In one fluid motion, she lifted the shield above her head for Ren to propel himself forward.

Ren flew toward the beast on the winds, Stormflower spewing a rain of bullets at the beast. It howled in rage and swung its tendril at him, knocking him away. Ren slammed into a tree then fell forward to the ground. A deep sound like a drum vibrated through the air, followed by a shock of electricity that seemed to freeze everything around it. Ren's eyes went wide as he felt his muscles contract and harden in response to the electric shock. Pyrrha was in mid-air, her javelin flying from her hand as the impact hit her. She crashed to the ground, hard. Jaune was still near the creature's feet, his face contorted in pain. The creature screamed its inhuman scream, the tendrils snaking forward to snag the closest prey.

"NOOOOOOOO!" Ren tried to cry out, but even his voice was reduced to a whimper. Already, the shock was beginning to leave his body. He could feel himself shifting a foot forward as he tried to move towards Jaune, who was still rising in the air. Jaune was screaming. Like Nora, he was screaming but unable to move. The beast was drawing him closer-then suddenly, hurled him away as a flash of light surrounded him. Jaune landed roughly opposite Ren. He lifted his head, dazed, and then dropped it weakly. Already, Ren was moving more quickly. Pyrrha had just begun to pull herself up to a sitting position when the beast reached for her.

"That thing tried to eat me!" Jaune stammered. He had managed to pull himself up and was standing on shaky legs. "That…that…bastard!" He gripped his sword more firmly and advanced with Ren. The creature seemed to be completely focused on its latest meal. Pyrrha dangled helpless in its tendrils, her head lolling to the side like a rag-doll as she screamed. Ren shot at the creature, but it did nothing. Already, he could see two versions of Pyrrha: one hanging in the air and the other being drawn towards the Grimm.

"PYRRHA!" Jaune threw himself at the beast's leg, unable to jump or attack in any other way. The creature used one of its tendrils to sweep him aside like a cow's tail swatting at flies. He rose to his feet again, shifting his attack. Ren took his cue, using the trees to give him height as he propelled himself above the creatures head and shot mercilessly at it. A tendril swung out at him, but he managed to roll and use it as a boost to keep himself in the air. He flew at the Grimm, digging the blades of Stormflower into its neck and dragging them down as he fell, rending the flesh of the Grimm. The scream of pain caused them both to cover their ears. In frustration, it hurled Pyrrha away and turned its attention to the bug that wounded it.

"Jaune, get to Pyrrha!" Ren bellowed. Jaune didn't even wait a beat. Ren turned his attention to his opponent, feeling the uncontrolled rage from the first battle stir in him.

"I'm fine...I'm fine," Pyrrha said, rising to her feet slowly. "We need to take that thing out…now…before anyone else comes…" Jaune nodded. The two of them raced back towards Ren.

"It looks ghostly, but we can hurt it," Jaune said. "And it hasn't used that shock thing yet…"

"It probably needs time to recharge," Pyrrha called her weapon to her hand and shifted it to its rifle form. The beast was writhing in pain before them.

"Pyrrha, take out the eyes. Ren, see if you can cut into more," Jaune ordered. He had drawn up his weapon and sword and was staring at the beast.

"And you?" Ren asked cautiously.

"I," Jaune croaked. "I will distract it."

With those words, Jaune hurled his shield similar to how Pyrrha does, but with less success. She took a clue and directed it with her semblance towards the beasts face, and then to the hands of Jaune, who was already madly dashing ahead. The beast roared in protest and began to give chase. The others already moved into position.

Ren made a practice leap into the trees, using the branches as launch pads to attack the retreating back of the beast. Each time he landed a hit, the beast would turn, only to have its attention recalled by Jaune. Jaune did everything he could to keep the beast's eyes on him. He threw his shield, sliced at its feet, yelled, screamed, and made a general fool of himself. It occurred to Ren that the reason why the Grimm kept coming back to Jaune was because it recognized him as easy prey. It had three options and seemed to be more focused on feeding than on defending itself. That was to their advantage. Ren tore at the beast mercilessly, taking off spikes and chunks of Grimm flesh with each passing. From the corner of his eye, he could see Pyrrha taking position to blind the creature. It was constantly moving, making the shot difficult.

Pyrrha had her weapon raised, constantly shifting her rifle to align with her target and finding it difficult due to the wild movements of the creature. She needed a moment of stillness to take out the eyes. Three eyes…three shots… she calculated. But between Jaune's harassment and Ren's attacks, the beast was constantly shifting its position. As the creature shifted and undulated, she occasionally caught a glimpse of something glinting off of it. As it moved into her view more often, she realized that it was not on the creature, but inside. It was hard to see the shape due to the constant movement, but it seemed to be lodged inside the creature. It was an off-white color with similar markings like on its mask. Pyrrha shifted her weapon. That was it. That was the weakness. It had to be! The only reason she could see it now was because of the Grimm's semi-transparent nature. Immediately, Pyrrha shifted her target and held her rifle ready for a chance. She didn't hesitate when she got one, but it didn't seem to affect the core much. Pyrrha held her weapon steady, waiting patiently for another chance. Suddenly, a loud cry pierced the sky and broke her concentration.

"NOOOOOOOOOOOORAAAAA MISSSSSIIIIIIILE!"

Out of nowhere, Nora came flying through the air holding on to her hammer with both arms and a big, maniac grin on her face. She shifted her weight to the right ever so slightly as the Grimm let out an enormous roar. Then, she was inside the mouth of the beast and gone from sight.

A deadly silence settled over the forest. No one moved a muscle. Ren's eyes had widened in horror as Nora flew directly into the mouth of the beast, her smile unfaltering as she entered death. Then, something inside of him disintegrated and the world went dark.

Team RWBY landed near Jaune, their weapons drawn and ready. Weiss grabbed Jaune's collar and hauled him backwards while Ruby sped toward Pyrrha to pull her to a safe distance.

"We gotta get as far away as possible or we are in big trouble," Ruby explained quickly. Already, they could feel the air heating around them.

"What's going on? Why are you here? Nora…" Pyrrha stumbled to right herself as Ruby let her go behind a large bolder. Yang and Blake had joined forces with Weiss to pull Jaune to safety, despite his screams of horror.

"Will you just listen!?" Weiss snapped, slapping him hard across the face. Jaune fell silent, still staring in shock. His eyes focused past Weiss, toward Ren, who was standing alone behind the Grimm, his head bowed low.

"Nora said this was the only way," Ruby explained. "She said if this doesn't work, the Grimm will never be defeated."

"How does she know that? It's not like Nora to come up with plans," Jaune was still struggling to process what had just happened and was looking back and forth between Ren and the team.

"She wasn't able to explain much," Blake explained. "She just said that she knew how to defeat the Grimm because she was part of it now. Then she asked us to propel her toward the beast."

"YOU threw her at the beast!?" Jaune whirled on the team. "How could you do that!? She was your friend!"

Ruby placed a gentle hand on Jaune's shoulder and whispered softly, "Because we believe in her, we could do it." Jaune fell silent, his shoulders sagging in defeat. All eyes turned toward Ren, the calm before the storm causing a shiver to run through the forest.

"I…hope this is far enough…" Weiss said worriedly. The others gathered closer to her, their bodies tense with anticipation. Even Jaune and Pyrrha crouched down slightly as if preparing to run. The air around Ren was beginning to shift color, the heat of energy causing his hair to shift and move like in a wind. Energy began to snap around him wildly, building up like a wave. Pyrrha felt herself tense even more. She recognized when others tapped into their aura, but she had never seen anything like this.