Yo Peeps, GMG here with chapter 39. Sorry for the late ass update. I actually had most of this written a few days after 38 and just didn't like it all too much. Then, with having actually finally gotten a job, I've been busy and just a shit ton of reasons that it took me so long to get to writing this.

Disclaimer: I do not own RWBY...

Slicing through another Grimm, Ruby looked around, relieved that most of the civilians were already out of the coliseum. With another flick of Crescent Rose, another Grimm dropped, lifeless. She sighed in relief as Atlesian Knights dropped in, thinking they were being reinforced. When they turned on the amassed fighters, everyone responded, albeit shocked at the betrayal.

General Ironwood, who had been with this particular group frowned. Someone had overtaken his personal forces and was using them to attack Beacon and Vale. "Miss Rose!" In a flurry of rose petals, she was beside him, looking at him expectantly. "Gather some of the others. We need to get onto the main airship above. The controls for the Knights are contained on board and someone has tampered with them."

Ruby nodded. "Right." Turning, she called out. "Blake, we have an issue!"

The Faunus made her way over. "Aside from the obvious?" She gestured at the fallen Grimm. "Weiss and Yang are still evacuating people from the fair grounds, do you want me to call them?"

Shaking her head, Ruby ran a hand through her hair, pushing it out of her face. "No, those people need all the help they can get. General Ironwood said that the Knights are controlled by that ship," she said, pointing to the largest of the three vessels that dominated the skyline. "We need to get up there and see what we can do about it."

"How will we get up there?" Blake asked.

Ironwood was the one to reply. "My own personal ship should suffice," he said, gesturing to the craft that rested in one of the holding areas. It was small, but in good shape. Despite everything going on, the metal gleamed in the moonlight. "Take it and head up there as soon as possible."

Ruby looked at him, surprised. "You're not coming with us?"

He smiled reassuringly, readjusting his grip on his pistol. "I can't, Miss Rose. I need to stay here and help out the other students. You and Miss Belladonna are quite talented, so I'm confident that you can handle this."

"Not without my help!" A voice called. The three turned to see May running over to them, sniper resting under her arm. "I'm not letting you two go alone," she insisted.

The determination preset in those grey eyes was unwavering and Ruby nodded. "Ok then! Let's get going." With that, the three girls made their way to the ship. Ironwood watched as they took off and made a beeline for the central airship.

James Ironwood turned back to face the remaining Grimm, face resolute. "Good luck, girls."

The ride was thankfully short and the girls bailed from the craft, landing atop the airship. As they hit the surface, they broke into motion, trying to find an entry into the ship. "Ruby," Blake called. "I'm not seeing any way in, how are we going to do this?!"

"By not doing a thing," a sarcastic voice called over the whipping wind. The three girls noticed a head of red hair, donned with a bowler cap, a familiar white jacket flapping loudly. "Hello, Red!" He noted the other two. "I see you've brought friends!" Roman Torchwick bowed, with a cruel smile on his face. "It's so nice of the three of you to join me on this lovely evening. Everything is always better with company and here, I thought, I'd be enjoying the show with only Neo."

At the mention of the name, the parasol wielding girl appeared at his side, bowing much like the master thief. Roman twirled his cane playfully as he regarded the three. "So, Red, they sent you to fix their little chess pieces?"

Ruby growled, pulling Crescent Rose from her back. "How could you? Innocent people are getting hurt, Roman. People are dying!"

He threw his hands in the air, expression hard. "You think I honestly care? I'm in this for me and Neo. It's all I can do to keep me and my own safe. I'm not about to grow a conscience and be a hero, Red. This is the real world and heroes don't exist."

Blake had heard enough and struck. Roman regarded her, almost casually, as he blocked the strike. "You're despicable," she hissed.

Shrugging, he pushed her back. "I'm well aware of that, kitten." Looking to Neo, he smirked. "Shall we dance, my dear?"

Nodding, she pulled her blade from her parasol. The look in her eyes was somber and it took his smile away. She knew too.

"Our grand finale, then!" He called, lifting his weapon.

Ruby, Blake, and May had been confused by the shout, but readied themselves. Normally, the fight would just be between one side and the other, but as the fight began, it become apparent that the Grimm wouldn't be idle either.

As shots fired and canes, blades, and parasols clashed, Grimm would sweep in and try to pick off any of the five people fighting atop the airship. Roman blasted one of the flying creatures aside and spun, bringing his cane down hard, Ruby being forced to block, the force of it, sending her to her knees. Not letting up, he kicked her back, laughing. "Don't you get it, Red? We're all screwed here. You, me, and everyone else in this fucking city. Do you even know the end goal, because they sure as hell didn't tell me."

He didn't even notice the creature swooping down above him, until May fired a shot, sending it reeling. His eyes widened as he took in the creature that had almost swallowed him whole. "Why?"

Ruby smiled at May before turning to Roman. "Because, despite what you've said, heroes exist Roman. We save people," she stated, a smile blooming across her lips. "Even those who don't think they should be."

He smiled ruefully. "Just once, Red, I'll thank you three for this." Setting his cane on the ground, he looked at Neo. "I think its time we left. Shall we?" He asked, holding out an arm. As she looped hers through it, he looked back to the three. "Later, Red!" And, in a flash, they were gone.

Ruby sighed softly, before her features shifted back to a more serious demeanor. "We need to get inside the ship, still." Grabbing Blake and May, she closed her eyes, concentrating. A moment later and they fell through the floor beneath them and into the ship below. Landing in a heap on the floor of a hallway, they picked themselves up and looked around. "Okay, let's find the control room or whatever it is."

Blake nodded. "Right."

End...

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Adieu for now!