Yang was terrifying. That's what Sun decided as he watched her break through the concrete of the empty space behind the warehouse. He jumped into the hole that she left behind and immediately started looking around for Blake. Since he had let her walk into that warehouse, his stomach had been churning in fear. He tried to play himself off as nonchalant, keeping the jokes up, but he was really, really worried about her.

When he had come to Beacon for the Vytal festival, he had stayed because of her. He had told Neptune and the others that he thought the school was better, and he liked the town more, and that Beacon felt right, but that was all a lie. He just liked being around Blake better. Neptune had stayed alongside him, mostly because the two were basically brothers. The rest of their team had never come to Beacon, and Sun missed them every once in a while, but whenever he did, he just remembered what he had gained from it all.

So, understandably, letting Blake walk into a building full of extremists who probably all had reason to hate Blake if they found out who she was, was not high up on Sun's list of priorities.

But, she had had to go. It was necessary.

Then his scroll had beeped, notifying him that Blake had notified them of her location. He had been around her long enough that Blake didn't do coincidence, and that she was asking for their help. Once the others had arrived, he had wasted no time in following the signal to the concrete. The only one who had seemed to share in his fervour was Yang, who was scary-quiet the entire time they were running through the compound. Even as they were running, he had seen her hair start to spark, then ignite entirely. Her eyes turned red, and she started to glow as they came to stand overtop of the signal. Sun had thought about cracking some joke or another despite the fear clawing at his insides, but Yang looked absolutely murderous across from him, and he figured she wasn't in the mood for humour. He hadn't blamed her.

"Alright, which one of you is first?" She said, her voice burning with rage, her entire body glowing in the dim room.

Yeah, definitely scary.

Sun scanned the room as the steam from the ice and fire combination began to dissipate. He saw Blake laying on the ground a few feet to his right and three people in front of him. One was a beautiful woman in a red dress who Sun figured had to be Cinder from the descriptions he had heard. The second was the little minx, Neo, and the last was a tall faunus wearing a Grimm mask, a dark suit and a red shirt. His hand rested on the handle of a long sword as well, and Sun wondered why he hadn't drawn it yet.

Rather than dealing with the adversaries, Sun immediately dashed to the right to where Blake was coughing slightly from the dust left by their enthusiastic entrance.

"Are you alright?" He asked her as he wrapped his arm behind her back

"Yeah," She said, letting him pick her up and dusting herself off. "I'm fine." Despite her words, there was something steely in her voice, but Sun decided he could ask later. Right now, they had to focus on getting out of here.

Sirens blared around him, and Sun winced at the sudden loud volume. Okay, breaking through the roof probably wasn't the most subtle way of entering.

"Not long before the White Fang get here." Weiss commented to no one in particular.

"Eh, I could use a chance to take down a few of those arrogant, pompous, no good rapscallions." He said, giving her a cheeky grin. She narrowed her eyes at him, though he saw the slight pull of a smile on her face. He had bugged her about that ever since Blake told him about how Weiss had referred to him after their first meeting.

"Really, we're going to do that whole rapscallion thing again? Right now?"

"Good point," He relinquished, turning to face their adversaries.

Six against three were pretty good odds.

Six against three hundred would not be. They didn't have long.

"Everyone ready?" Ruby asked, and a reassuring series of clicks, whirs and metallic scrapings answered her. Sun pulled the long staff from his back, brandishing it in front of him. He noticed that Blake didn't move beside him, and looked at her to see that she didn't have Gambol Shroud with her. He looked up and saw the blade dropped by the side of the tall faunus in the suit.

"Let's go," Yang growled, and there was a loud bang as she shot forward towards Neo. Ruby blurred into motion, her scythe aimed right for the lady in red. Sun turned back to the faunus before he could see where everyone else went. He hadn't even drawn his sword yet, so Sun leaped towards him.

He heard Blake shout behind him, but ignored it, swinging his staff forward to crack against the faunus chest. Before he could finish the movement though, he saw a faint glint of silver.

"Whoa!" He yelled. He barely had time to throw himself backwards and land awkwardly on his back as a long blade cut through the air over top of him. Sun immediately spun his legs in a circle above him, before bringing them back underneath himself, carrying the momentum into his staff. The staff whirled around and should have hit the faunus, but his adversary was standing calmly, a pace back from Sun's reach, calmly watching. His blade was re-sheathed, and his hand rested comfortably on it as Sun stopped the rotation of his staff, letting it rest across his arm and on his shoulder.

Sun looked at the faunus warily, suddenly less confident about the fight. To be able to unsheathe, strike, and re-sheathe his blade that quickly... Whoever this was, he was good. Sun realized that they had shifted a few feet further into the tunnel, and Gambol Shroud was now next to his foot. He kicked it backwards to where Blake was, and he heard the scraping of metal on concrete as she picked it up. The faunus' masked face shifted a bit, and Sun realized that he was looking over Sun's shoulder at Blake.

"Is this the new company you've been keeping, Blake?" Sun looked up at him confusedly, then back at Blake, who's features were as hard as granite.

"Wait," He started, flabbergasted. "You know this guy?"

"Long story," Blake muttered, never looking at Sun. Her eyes were locked on the other faunus, and Sun suddenly had the feeling that he was interrupting something. He didn't really care though. If this guy had taken Blake prisoner, he was going to pay.

The room shook, and there was a loud crack off to Sun's left. He ducked as a shockwave rolled over him, and looked to the side to see Yang standing over Neo, who was on the ground. She almost seemed to be burning gold, emitting so much light that it lit the dark cavern and then some. Sun could suddenly see the steel doors stretching into the darkness of the tunnel in perfect detail. Neo, though, didn't look worried as Yang's fist flew through the air towards her. There was a flash of white light, and then suddenly Neo wasn't where she had been, and Yang's fist smacked into the concrete. The ground exploded, shaking the room again, and Neo brought her parasol down onto Yang's back, sending her stumbling.

"Sun!" Blake called from behind him, and he turned back towards his partner, just in time to see Gambol Shroud hit another blade right in front of his eyes. Sun shook his head, realizing Blake had probably just saved him a lot of pain. He refocused and glared at their adversary.

Blake didn't give him any reprieve, and lunged from Sun's side towards him. She struck so fast that her sword blurred, but the faunus' parry was even faster, leaving his side, connecting to deflect, and then returning to its normal position in the time it took Blake to swing. Sun jumped forward, jabbing at the man's ribs, but his staff was knocked away by an almost invisible swipe of the sword. Beside him, Gambol Shroud cut through the air, before getting knocked away itself. Blake, though, had brought her sheathe up as well, swinging it forward to strike the faunus' chest, making him stumble backwards.

There was a crackling to the side, and Sun saw a streak of flames shooting across the ground towards them. He turned and grabbed Blake, diving backwards, away from the faunus. There was another loud bang and the tunnel shook again. The flames roared in front of him, separating him and Blake from the rest of the combatants.

"You've really betrayed everything you stood for, Blake." The faunus growled from across the curtain of fire. Sun narrowed his eyes at the man. He seemed to be glowing with a slight red haze.

"Adam," There was worry in Blake's voice. "Don't do this."

"Um," Sun muttered, intending to ask a question, but Blake shot him a sharp look to silence him.

"You once fought for the faunus,"

"I still do," She almost begged.

"Fought against the system that oppressed us."

"Adam,"

"And now you're a part of it!" He yelled, and Sun heard the utter rage in his voice.

"Time to go," Someone whispered from his side, and Sun glanced over to see Neptune, who had somehow managed to get through the fire. He saw Weiss hop off a glyph through the hole in the roof to land on top of it as Ruby and Yang fought back Cinder and Neo. Weiss pointed back down the hole and a glyph appeared under Ruby and Yang.

"Come on Blake!" Ruby shouted.

"Go!" Sun shouted, seeing what they were doing. He, Blake and Neptune wouldn't be able to make it to the hole though. Suddenly he was hit from the side and fell to the ground, and the tunnel erupted in a loud crack that echoed through Sun's very skull.

/

Blake slammed into Sun, tackling him and Neptune to the ground as a crescent of pure red energy sliced through the air and crashed against the concrete walls. There was a horrible cracking as Blake felt the entire floor rumble, and looked to see the walls split all around the room in a perfect semi-circle, including the steel doors.

She saw Ruby and Yang look back at her, from across the flames, and she flicked her hand at them, telling them to leave. She, Sun and Neptune would have to find another way out. The sisters jumped off the glyph onto the ground above, and Blake looked back at their three adversaries. The blaring alarms that had been screaming at them all throughout the fight suddenly changed pitch, becoming more frequent and urgent. The woman, Cinder, looked at the doors around her, cooly, but as if evaluating something. Blake didn't feel good about that. She looked to see Adam. He looked winded, his back arched, but she knew he'd be fine in a moment. She didn't know if she liked that or hated it.

"Neo," Cinder said in her cruelly beautiful voice. It sounded like an order more than the simple saying of a name, and the smaller woman complied, walking over to the woman in red. Adam looked at the two, and Cinder arched an eyebrow at him. "Coming, Adam?"

He nodded and walked over to her. The three of them lined up, Cinder and Adam standing side by side with Neo half hidden between their shoulders.

"Now, if you'll excuse me, I have some military tech to pack up. I'll see your friends again." Cinder said, her voice smooth, authoritative, and condescending. Then she grinned. "I doubt I'll see you again." She held out her hand, and the flames in front of Blake jumped in response. She recoiled, but rather than roaring higher and spreading towards her, the flames began to die. Blake crouched down, collapsing Gambol Shroud into its whip form, ready to spring into action. Beside her, Sun's staff broke into two, and Neptune twirled his gun around until it was a halberd. Cinder raised her fingers and clicked her fingers, making a resound snapping sound. Blake tensed, sure they were all about to spring into action, but then Neo just stepped forward, put a hand on either of their shoulders, and then there was a bright flash. There was also a bright shot of fire that rolled out to the side and smashed into one of the steel doors. When Blake's eyes readjusted, the trio was gone.

Growling to her right made Blake look over at what used to be a steel door, but now looked like a molten puddle, and from the shadows therein, she saw a mass of red eyes glowing softly. She looked at the hole in the ceiling, then back at the Grimm who was beginning to emerge from the shadows. It was a Beowolf, larger than most others, and Blake knew it was probably a pack leader. Her stomach sunk though, as it looked up and down the hallway, and she saw a line of red crystals sticking out of its back.

"Time to go." She commanded to Neptune and Sun, both of whom looked like they were about to charge the beast. Blake would have too, if it hadn't been for her experience under the old ruins in Forever Fall. If that Beowolf was anything like the Deathstalker they had met, it was going to be way faster. Blake grabbed the scruffs of both their shirts, and dragged them backwards, towards the tunnel that she had come from. The Beowolf was too close to the hole in the roof. Right now, the only advantage they would get is the five meter head start they had on the beast.

"It's just a Beowolf!" Sun exclaimed, though he followed her through the tunnel.

"No, it's not." Blake growled back. There was a loud bark from behind them, and a heavy thud as the Beowolf smacked into the first corner. There was a loud crack followed by the sound of concrete crumbling and tumbling over itself. Blake spared a glance back and saw a spiderweb of cracks spiralling out from where the Grimm's shoulder had smashed into it and dust obscuring the lower half of the Beowolf. It roared and wrenched itself free, racking its claws through the concrete and sending a piece of concrete as tall as an Atlesian Paladin flying through the air to shatter just behind them.

"Yeah, just your average Beowolf!" Neptune yelled at Sun as the three of them sprinted through the hallways. The Grimm almost caught them coming down each straight, but each time they turned, it smashed headfirst into a wall and had to extricate itself from the mess of concrete before giving chase again.

Nonetheless, Blake's heart was beating wildly, and before long her breaths were heavy and laboured. Beside her, Sun and Neptune were both sweating hard. Not long after that, Blake could feel the lactic acid building up in her legs, making her start to slowdown. She had to push herself to keep her pace, and she swung her arms to keep up the pace. It had taken her a few minutes to walk down the tunnel with Adam leading her, and she hoped it wouldn't be long before they left.

Her core started to burn as her legs went numb, but Blake kept moving. She forced her legs to kick off the ground harder, and she pumped her arms faster. Her lungs burned as she heaved for breaths and her stomach started to feel queasy.

"Shit! Oh shit, oh shit, ohshitohshit..." Sun blabbered as the Beowolf clamped its jaws shut just behind them. Blake leapt off the wall going into the turn and came off it without slowing down, and there was a loud crash as the Grimm smashed the concrete that she had just jumped off to pieces. It was getting closer.

The tunnel rumbled, and a large piece of concrete smashed into the ground behind them. Dust started to poor out of the ceiling, and Blake felt some of it enter her already burning lungs. She choked on it, coughing as she ran.

"Tunnel's coming down." Neptune mumbled between heaving breaths rather unhelpfully.

"I wonder why." Sun replied breathlessly.

"We can use that." Neptune gasped, irritation in his voice. "If we break a few key points, phew, we could bring the, phew, whole thing down on, phew, its head." Neptune's voice got a little more energetic as he talked.

"We can kill it?" Sun whooped, jumping and fist pumping. Blake rolled her eyes, smirking at her boyfriends antics.

"How many points are we talking?" She asked, plans already forming in her mind.

"Three, one either side and one on top." Neptune said. He had always been a bit more of an... Intellectual as he called it. Blake had enjoyed the company in the library though, while she read her novels and he read up on pretty much everything scientific.

"And the tunnel comes down behind us?" Blake said, glad that it had lined up to a perfect three.

There was a moment of silence.

"Damn," Neptune muttered. There was a loud crash behind them as the Grimm plowed into the wall again.

"What?" Blake snapped. They didn't have time for this.

"It would come down in front of us." He sucked in a breath. "We'd kill the Grimm, but the roof would come down on us."

Rather than letting despair wash over her, Blake started thinking. Three anchor points. If she could shoot Gambol Shroud to one, slash another, then get Neptune to shoot the third... She would be trapped, but the other two would make it out.

"Bullets?" She asked, but Neptune shook his head.

"It's gotta be blunt impact, hard. I don't think bullets will work. I doubt even your whip would."

"Figure it out quickly." Sun said, his voice steely. "We're coming up on the exit."

Blake looked ahead, and he was right. The door that marked the exit of the tunnel, and the entrance to a room full of White Fang with all their war machines, was about fifty meters ahead of them. Blake put all her energy into sprinting the last stretch. There was a loud crash behind them; the last one, one way or another, and the Grimm howled behind them.

"Where on the walls?" Sun shouted at Neptune, who just shook his head.

"It's not going to work!"

"Just tell me where." Sun growled to his friend.

"Centred on all of them, and a hard hit is better. I don't know where the stress points are, so-"

"Thanks," Sun cut him off, and Blake started to get an uneasy feeling in her stomach. Sun never interrupted people. They were only about twenty meters away now though, and Blake focused on covering the distance in a few brief moments, her legs wobbling as she stopped and ripped open the door.

"Hey Blake?" Sun said from just behind her as Blake dragged Neptune around the edge of the door.

"Come on Sun." She pressed. They needed to keep up their head start on the Grimm.

"Sorry, but I'm not going to be able to take you on that date."

He turned away from her, his form blurring into three images; two light clones and Sun himself, all three raising their staves before Sun kicked the door shut behind him.

"No!" Blake screamed, the force of the yell tearing at her vocal cords. She grabbed the door, but it wouldn't budge, and a moment later she heard a tremendous thundering. She hammered on the door with her fists, screaming for Sun to open it, but the sickening crashes of the tunnel behind her told her the truth.

Blake froze.

This couldn't be happening.

She stared at the door, her chest starting to heave as she stared at the immovable steel that would forever mark Sun's tomb.

"No," She muttered. "No!" She screamed this time. "Sun!"

Her stomach churned and twisted, making Blake want to puke. It felt like someone had just ripped her heart right out of her chest, and her lungs were constricting. She couldn't get any air. Her chest heaved as she tried, but her breaths came short and shallow. The entire world seemed to drop out from under her as everything became indistinct and unreal. She felt someone pulling at her shoulders, but she tried to rip herself away, not wanting to tear her eyes away from the door.

The door that had shut on Sun's last moments before he had died.

Sun was dead.

Blake slumped to her knees, shutting her eyes tightly as tears streamed down her face and numbness consumed her mind.

/

This is when the story starts to get serious. This is when everyone starts to realize that they aren't invincible. I wanted to cut this part from the story, but its going to play an important role in the next little while, leading into the second act of the story. It felt really sudden, but I've been working to establish from the start, with Nora and Pyrrha being incapacitated, that this isn't going to be a walk in the park for the students. I know it probably seems really sudden, but a lot of the time, that's what people dying is like in life. It just happens.

I'm going to update by the end of the week, and other than that, comments, thoughts, criticisms and ideas are more than welcome. Thanks for reading!

-Unjax