A Story of Kalathanon

by Kalathanon

The Second book in the Kalathanon Series that started with The Legend of Spyro: The Kalathanon Files. New faces include, David Web, RWBY, Ezio, some D3, Firefly, Borderlands, and more.

63. Chapter 63

Chapter 63: Before You Grow Up Remember to be a Kid

Character Ellisa

Ellisa sighed as she walked into her dorm at Beacon. She tossed her backpack on the desk in the corner and slid into the chair that was sitting in front of said desk.

"Long day," Marco asked as he came out from the bathroom.

"Yeah," Ellisa said, "You?"

"Well Grishnake gave me the smithy," Marco said, "So my days are about to get a lot longer, running it and taking classes here."

Ellisa turned around an looked at Marco he was quite the sight as he stood there in his thick, leather forge pants... and no shirt. The change that she had seen in Marco since he was taken in by Grishnake was astounding. He had transformed from a bulky boy who was kind of a thug to a chiseled man with a purpose glowing behind his eyes. "He just gave it to you," Ellisa asked with a smile crossing her weary face at the good fortune of her friend.

"Yeah he, Lydia and Serana are heading back to their home for a while to get rid of some demons or something," Marco said as he tossed his towel into the laundry basket at the far corner of the room. "So I've got the smithy now, I'm thinking of putting in a mirror ball... What about you you look tense." Marco came over and placed on of his massive hands on her slim, spiky, shoulder as he said this.

"Everyone fears me," Ellisa whispered as she turned back to the desk, "All the other students in my classes avoid me..."

"Well you are the leader of the White Fang, until just about a year ago your people, our people, were in a war of attrition against everyone else on the planet," Marco said.

"It's not just that," Ellisa said, "I'm one of the rarest Fanus types, I have been blessed with one of the most dangerous and powerful semblances that we know of and I have the ear of every Council member, Military leader and Academy Headmaster across the planet. My Mom's team is the most successful in recent history, Dragon Company respects me and my parents, and our entire family... I am to powerful to be likable."

"Nonsense," Marco said as he turned her around in the chair so she was facing him. He knelt down so his dark green eyes were lever with hers. "Your the nicest person I know, patient, kind, loyal and beautiful. Your the best friend I have, you believed in me before any of this started, with DC and your parents adopting you and Barry, the school and everything. You believed in me and I believe in you so hear me when I say this. All those people who fear you are fools, I know you are the best person I've ever met and that won't change just because you have power or responsibilities that others don't."

Ellisa was quite for a moment before she said, "I don't really get called beautiful a lot you know."

"Well I assume that most people don't have an appreciation of the balanced offensive and defensive capabilities of those quills of yours then," Marco said as he stood up again. "Also most people don't know just how much fun you can be. I remember when it was you, Barry and me just roaming around getting by with what we could find. Like that time we found all those planks and played tower topple with them."

"Yeah, I do," Ellisa said, "It feels like such a long time ago, but it was what only three or four years?"

"It was two," Barry said as he and Radiant walked into the room. Radiant was their forth member of the team, she was human but didn't mind being in a team of three Fanus which was a huge relief to Ellisa, Barry and Marco. She was about the same size as Barry but had wider shoulders and hips than he did. She had short spiky hair that she kept in a tie-die color scheme and had a green eye and a red eye. She wore a tie-dye tank top and knee length jeans. Radiant was the text book picture of careless from her appearance but as Ellisa and her team quickly found out, it was the best ruse that they had ever encountered. She was actually one of the best tacticians the three had ever encountered and Ellisa had quickly integrated Radiant into the operations of running the White Fang. Radiant and Aurora had become good friends after the two met during a joint DC and WF meeting. It made sense since both had abilities that revolved around light.

"Who won that," Radiant asked.

"Who do you think," Barry said with a nod towards his sister.

"Ha figures," Radiant said as she flopped down on her bed. "Hey Ellisa did HQ get those work orders processed?"

"Yeah. Another two thousand have come in since this morning too," Ellisa replied.

"Well that is good yeah," Radiant said, "I mean it's barely a fraction of the Fanus population but everything we get helps right?"

"That it does," Barry said, "Look at us, I'm the oldest here at eighteen and we are the face of the Fanus..."

"Doesn't leave a lot of time for play does it," Marco stated.

"No it doesn't." Ellisa said. "Though if we could find something to build a topple tower with I'd be up for that."

"What like a team EMBR topple tower showdown," Radiant asked, "Yeah I'd be game for that."

"You'd be game for that," Barry remarked then jokingly, "I can't decide who is worse you or Mom."

"Your mother is an amazing person," Radiant said seriously, "I'm probably the worse of the two of us."

"No need to be like that," Marco said, "I mean you put up with us, that speaks volumes about your character."

"Well you guys are pretty easy to put up with considering..." Radiant trailed off as she squeezed her eyes shut for a few moments before continuing. "Sorry, you three are just so blessed to have found parents that love you. Yang, Junior, even Grishnake... I'm just glad you have them."

The room was silent for a few minutes after that. Radiant came to Beacon to get away from her abusive parents. She didn't talk about that time much but whatever happened to her before she got to Beacon weighed heavy on her and would occasionally throw her into bouts of depression and anger. Barry had become her partner though and he helped Radiant get through these times as best he could. In fact he was the only one Radiant would let near her during these episodes.

"Let's build that tower," Radiant said as she rolled off the bed, did a push up and got to her feet.

"The smithy has a bunch of planks out back that will work perfectly for this," Marco said.

"Your not afraid we're going to break them," Ellisa asked.

"Nope," Marco said, "Come one Ellisa we could all use a break."

"You know I'll win right," Ellisa said as she got out of the chair and EMBR headed out for the smithy.

"Bring it on spiky," Radiant said, "I'm not half bad at this game myself."

"I may have quills but your hair is spikier than me," Ellisa shot back.

"Thanks, I try really hard to get that look you know," Radiant said.

"Yeah we know," Barry said, "I don't think I've seen anyone with such short hair spend so much time on it. You rival Mom and her hair is ridiculously long."

"And getting longer," Marco added. The other three just stopped and looked at him for a second. "The pun was unintentional."

"Okay we forgive you," Barry joked as the four resumed their walk. Fifteen minutes later and they were at the smithy with a four foot high tower of planks that were layered in alternating rows of three.

"So who's first," Ellisa asked.

"Your are," Radiant said, "After all you were so confident that you are going to win."

Ellisa just walked up to the tower and slid out one of the bottom planks that was on the side before looking at Radiant and placing the plank on the top of the tower. Radiant followed suit removing the plank from the opposite side, leaving the whole tower balancing on one block. Marco went next and took the center plank out from the row above the bottom one. Barry also took a middle plank out of the center of the tower. It took about six minutes to finish the first game, with Marco being eliminated. The second game took about ten with Barry being the one to cause the tower to topple. That left just Ellisa and Radiant to duel their way through the last game. Both played with a similar strategy start on the bottom and the outside then work up. It was this strategy that eventually cause Radiant to loose as she could not reach high enough to place the plank she removed from the tower. At the end the tower was seven feet tall and was balancing on forty two planks that were crossing each other.

"That is not fair at all, you're taller than me," Radiant retorted as the tower fell over.

"There you are," a voice said from behind the four, "We've been looking for you." Ellisa turned around to see eight masked people in black suits with rifles pointed at them. "The Fanus will never be our equals, no matter how well you deceive those in power."

"Get behind me," Radiant said as she moved in front of Ellisa, Barry and Marco. "If you have a problem with my friends then you have a problem with me. So which one of you is righteous enough to shoot one of your own people first?"

"If you are on their side then you have forfeited the right to be one of us," the speaker for the group said, "If you choose to die with them then so be..." A hammer that Marco threw hit the man in the head knocking him out cold.

"Anyone else want one of these," Marco bellowed as he hefted two more hammers, "This is my smithy and I won't tolerate this foolishness!"

One of the remaining seven people in black drug their leader away from EMBR before signaling for the rest to fall back. "This is not over," the man said as the group carried their leader off into the night.

"Thanks you two," Barry said.

"Your welcome," Radiant said, "Nice throw by the way."

"Something Grishnake taught me," Marco said. "Though when I throw hammers at Grishnake he catches them with his hands not his face."

"We should head back and report this," Ellisa said, "Someone will have to know who these people are."

"Sounds like a human extremist group," Radiant said, "Now my own people are the ones causing problems for everyone great."

"There is the real problem," Ellisa said, "People think that just because they are human or Fanus that the other race is not their people. We forget so often that it is us verses the Grimm, not each other."

"Your right," Radiant said, "You all have been kinder to me than anyone else I know."

"We should go before they work up the nerve to come back," Marco said as he put his hammers away. "Help me get this wood inside so we can lock this place up. If they want to get back at us then robbing my smithy will be one way for them to do that."

"Well at least the tower game was fun," Barry remarked as he started helping move the planks.

"Yeah it was," Radiant agreed, "I guess you are as good as you said."

"I did warn you," Ellisa said, "But thanks for the complement."

"Anytime," Radiant said.

"EMBR are you four alright," Dr. Oobleck said as he and Glynda ran up to the smithy.

"We saw those men draw on you and came over as fast as we could," Glynda said, "Who were they and where did they go?"

"We don't know," Ellisa said, "We were hoping you might know."

"There are plenty of people who dislike the Fanus," Oobleck said, "But there hasn't been a group to actively hunt down the Fanus like this since the Fanus war."

"Whoever they are we need to find them and stop them," Radiant said.

"Agreed," Glynda remarked, "I've sent word to Vale PD, when the Unity gets back we can ask Ozpin, Ironwood and the others if they had any information that might suggest a group like this forming. Until then I suggest you four stay inside if you can, or at the smithy here, we can keep watch for you in both places."

"Thank you," Barry said, "We can devote some of the White Fang resources to finding this group as well."

"Certainly any help you can give will be appreciated," Oobleck said, "Come now we shouldn't tarry here."

Ellisa was on the scroll the whole way back arranging for the White Fang to help Beacon find this new extremest faction.

Character Charolite

Charolite, Lee and Kenny were moving through Macon looking for whatever supplies were left. They were heading towards the pharmacy where they had first met, Doug, Carly and Lilly. It was about the only place around with anything edible still in it.

"Charolite, any sign of Walkers," Kenny asked.

"I detect a few but they are pretty far from us right now," Charolite said.

"Man this might go smoothly for once then," Lee said.

"Well we need a break," Lee said as the three walked to a truck trailer that was up against the pharmacy. Charolite climbed up to the top of the trailer via a ladder that was mounted on the side, Kenny followed her up but the ladder fell off once he got to the top.

"Crap, Lee can you find another way up," Kenny asked.

"Yeah give me a minute," Lee said. Charolite and Kenny watched as Lee pulled the hook from an army jeep and hooked it to the trailer. Lee then started up the winch and had the jeep pull itself over to the trailer. Lee got up on the hood and Kenny reached out to help him up. However Kenny's strength gave out as his side flared up with pain from the gunshot that he had taken on the dairy farm.

"Are you okay," Lee asked as he got to his feet.

"Yeah, yeah I'm fine," Kenny said, "I thought I would be over this by now."

"Here let me help," Charolite said as she reached out her hand.

Lee was going to go for getting up on the trailer again when a woman came screaming out of a store down the road.

"Oh no, she alerted the Walkers," Charolite said. Lee raised his rifle to put the poor woman out of her misery.

"Wait Lee," Kenny said, "We could use this, If she stays alive she draws all the walkers out into the open."

"You want me to just let her get eaten alive," Lee asked.

"If it buys us the time we need to get enough food for everyone out of this store," Kenny said.

"I can help her," Charolite said with one of the red orbs appearing above her spectral hand, "She will still die but it will be painless and I can cast an illusion on the skeleton to keep the walkers interested in her."

"Okay do it then," Lee said, "Kenny help me up."

Kenny managed to pull Lee onto the trailer this time while Charolite worked her spells on the doomed woman. A few moments later and a skeleton with an illusion of a screaming woman was fighting the walkers as Charolite, Lee and Kenny dropped down into the store. They were able to clean the place out with the walkers distracted by the skeleton. It was around noon when the three returned to the motel, packs filled with what food was left in the city. Ben was on watch, sitting on top of the RV with a rifle and looking generally uncomfortable with the whole situation. Around the parking lot of the motel the group had finished making their fence, which was now also riddled with arrows from the bandits that had been attacking them. These attacks had stopped of late but the group was still glad that they had the wall. Lee pushed a dumpster aside so the group could get in before pulling it back into place. Charolite, Kenny and Lee started to head over towards Lilly's room to report on the success of the mission when Clementine ran up to them.

"Look, Ben gave me some stickers for my walkie," Clem said as she held out the device. It had been busted at the dairy but Clem kept it for sentimental value. On the front was a flower and a sun sticker.

"That's nice sweet pea," Lee said, "I'll find you in a minute okay?" Clementine nodded and ran back over to where she was playing. The three continued across the parking lot to Lilly's door and Kenny knocked on it.

"So Ben is on watch again," Charolite asked when Lilly opened the door, "Is he getting any, uh, more used to this?"

"He is getting better with the guns but he still seems... I don't know," Lilly said with a sigh, "So what did you get?"

"All that was left," Lee said as he handed Lilly the gun.

"Which was a lot actually," Kenny added as he handed over the backpack.

"Good," Lilly said, "with this we can probably make it through the winter here."

"The winter," Kenny said, "We'll freeze out here."

"And you think an RV will be any better," Lilly asked.

"We have to go sometime Lilly," Lee said, "We might as well move out while our supplies are high."

"There is nothing left around here," Charolite said, "This is all that was left and to get it I skeletonized a woman who was being eaten."

"What," Lilly asked.

"This woman came screaming out into the street, drawing every walker around to her," Kenny said, "Char here put her out of her misery and used the skeleton to buy us the time we needed to get all the stuff you see in that backpack. Things here are not getting easier."

"And they won't be any easier on the road," Lilly exclaimed.

"How do you know that," Lee asked.

"Because I know that someone has been stealing from our supplies," Lilly yelled. "I know that the list of people I trust is getting smaller and I know that I just don't feel like dealing with this right now!" Lilly took a deep breath before saying, "Just give me a few minutes okay, just go do whatever you were going to do." Kenny and Lee nodded and left. Charolite walked over to Lilly who was now sitting on the bed.

"Lilly," Charolite started.

"What Char," Lilly asked.

"Are you okay, I mean is there anything I can do to help," Charolite asked.

"Not unless you have a spell that will tell me who is taking our stuff," Lilly said after a bit.

"Sorry I can only detect the dead," Charolite said, "I'll leave you to your thoughts then." Charolite walked out as Lee was about to go back in.

"Oh there you are," Lee said, "Uh hey can I talk to you for a second?"

"Yeah sure," Charolite said as the two moved away from Lilly's door.

"I... killed someone, before all of this started," Lee said.

"And I was an infiltrator for the demon general of deception," Charolite countered, "Murder, stealing, lying, all sin is equally deadly. It all separates us from God. What matters is are you repentant of those sins."

"Yeah, I guess so," Lee said, "Like you with the St. Johns?"

"Or Larry," Charolite said, "It was necessary, we had to protect ourselves... I still wish."

"You did what you could for dad," Lilly said as she walked over, "I really do believe that. I couldn't help but over hear you two from my room. Lee what are you doing worrying her with your past?"

"I just wanted everyone to know," Lee said, "In case things turn south you know."

"Were you going to tell me," Lilly asked.

"I figured you already knew, from your dad," Lee said, "But I was going to check anyways."

"Well is everyone good with it," Charolite asked.

"Seems so," Lee said.

"Okay then," Lilly said, "Lee maybe you can help me track down any clues to our missing supplies."

"Yeah okay," Lee said as the two went back into the motel room. Charolite moved over towards Clementine and sat down next to her.

"Hey Char," Clementine greeted, "Look I'm drawing you!"

"Are you," Charolite said as she looked over Clem's shoulder to see the crayon drawing. The defining features were her golden hair, blue eyes and the green, spectral, arm.

"Wow that looks pretty good," Charolite said.

"No it doesn't," Clementine replied, "your head is to big and your arms are not the same length..."

"Every great artist is a critic of their own work," Charolite said encouragingly, "Your doing great."

"Thanks," Clementine said. "Hey where are Lee and Duck going?"

"It looks like they are searching for something," Charolite said as she watched Lee push one of the dumpsters out of the way and walk around the outside of the motel.

"I hope Duck didn't loose anything again," Clementine said before returning to her drawing. Charolite continued to watch the opening that Lee went out and before long he came back with a bag in his hand. He was headed for Lilly's room.

"He found the missing supplies," Charolite remarked to herself, "Lilly seemed to upset about it for just one bag of supplies to be missing..." Charolite then felt the energy of several people converge on the motel. "Clementine stay sill and be quite," Charolite said before yelling, "Bandits!" Clementine gave Char a nervous look but did as she was asked. Charolite put an illusion over the two of them to make them disappear.

"So you think your going to break our deal," someone yelled from outside the fence. Bandits then started attacking the motel. Gunshots rang out from across the street where the woods were. Carly answered back from the balcony she was on with her pistol. Charolite tried to throw an illusion over Carly but was to late to keep Carly from getting shot in the head and falling over the railing. Katjaa and Duck had taken cover behind a couch, Kenny had jumped into the RV and Lee and Lilly were laying down covering fire while Doug led Ben over to them. Lilly killed one of the bandits that Charolite could see so she brought him back as a skeleton.

"She's dead," Clementine gasped in horror as she stared at Carly's body.

"I know," Charolite replied, "Don't look. We have to get to the RV. At least she wont come back." Clementine turned to Charolite and nodded. The skeleton and Lilly cleared an opening and Charolite and Clementine ran for the RV. Char dropped their illusion when they got behind the vehicle.

"We've got walkers," Lee said, "Katjaa, Duck hurry!" Charolite signaled for Clementine to get in the RV before moving over to Lee's side of the vehicle. She was just in time to blast a walker off of Katjaa and Duck, while Lee focused on clearing out the bandits to allow the two a clearing to get to them. Charolite threw up an illusion of walkers coming up from the road to draw some of the bandit's fire. Katjaa and Duck ran over and got in the RV, then Lilly, Lee and Charolite got in.

"Where's Carly," Doug asked, "We can't leave her."

"Doug I'm sorry," Charolite said softly.

"No," Doug stated, "No she isn't, she can't be."

"Did you see it happen," Lilly asked.

"Yes," Charolite said, "She was shot then fell off the second story, Clementine saw it too."

"What," Lee asked, "Clem are you okay?"

"She won't come back," Clementine said, "she's dead."

"We have to go," Kenny said as he floored it and punched through the bandits and walkers.

"Someone here caused this," Lilly declared.

"What," Doug asked.

"Someone has been stealing our supplies and leaving it for the bandits," Lilly said, "Lee found a bag hidden out front of the motel. It must have been their next payment."

"Is that why you were outside of the fence," Charolite asked.

"It is," Lee said confirming Lilly's accusation.

"Well Char can solve this pretty easily then," Doug said, "If we have the supplies that were in the bag she should be able to compare the dead cells on them to the dead cells on us and see who's is a match."

"He is right," Charolite said, "If we had the supplies I could compare the skin cells on them."

"We don't have the supplies they were in my room when the bandits hit," Lilly said, "But we shouldn't need them, right Ben."

"What," Ben exclaimed, "Look it wasn't me, okay, but I don't like where this is going, just let me out at the next stop."

"Do you really think he did it," Lee asked.

"Does it seem like anyone else would have," Lilly asked, "Kenny has his family, Doug had Carly, you've got Char and Clem, that leaves Ben and..."

"And you," Doug said. "We all heard the bandits, they yelled something about a deal."

"Can you all just settle down back there," Kenny said, "We will sort this out when we stop."

"No, Doug is right," Lilly said, "Someone was dealing with the bandits. So Ben tell me why."

"It wasn't me, look I'll do anything to get you to trust me," Ben exclaimed.

"It could also have been you," Doug said, "A deal with the bandits to keep them from attacking us. In that light it could have been any of us. Supply the bandits and keep everyone else safe."

"Keep us safe by giving them our meds," Lilly yelled.

"Can you you all just shut the," Kenny was cut off as the RV hit something in the road. "Ah, we've got to stop. Something is stuck under us."

"Then we can sort this out now," Lilly said, "everyone out."

"Lilly," Lee started.

"Out," Lilly ordered, "Char you stay here with Clem, Katjaa and Duck okay."

"I... yeah sure," Char said as Lilly stormed out. "Lee try and keep her from doing anything dumb."

"I'll try," Lee said as he headed out of the RV.

"Wait here," Charolite told Clementine. Clem sat on the bench in the back of the RV as Charolite walked to the door.

"You have until that walker is dealt with to convince me it was not you," Lilly's angry voice carried through the door.

"What are they doing," Clementine asked.

"Arguing," Charolite replied. "I think Lilly is close to snapping, she's become completely paranoid." As Charolite finished her sentence a gun shot rang out and someone was slammed up against the RV. Charolite heard Lee say "Drop it." That was enough for Charolite she opened the door and stepped outside. The first thing she was was Doug laying face down on the ground, then to her left she saw Lilly pinned against the RV by Lee with a pistol at their feet. No one moved or said anything for the next few seconds. Charolite broke the silence with one piercing word, "Why?"

"It was meant for Ben," Lilly said, "I was trying to protect us all."

"Get in and we will figure out what to do with you," Lee said.

"I know what to do with her," Charolite said as her spectral arm glowed.

"No Char please don't, there have been to many deaths today, just go back inside please," Ben pleaded. Charolite looked at him, Ben seemed so earnest in his desire that no one else die today that Charolite returned her arm to normal and stormed back inside. The rest followed her in. Lee tied Lily up and had her sit in the back of the RV, Ben was set to guard her. Kenny returned to the driver's seat and they resumed their trip.

"Char," Lee said, "Can I talk to you for a sec?"

"Yeah, sure," Charolite said flatly. Right now she just didn't care anymore, Steve, Mark, Larry, Carly, Doug they were all dead... and she was not able to save any of them.

"What the hell happened to you," Lee asked bluntly, "You're only a little older than Clem and you've got no problem it seems with killing anyone. First the St. Johns, then out there with Lilly. I'm worried about you."

It took Charolite a moment to process what Lee was asking, her brain just didn't want to think at this moment. "You said it yourself," Char answered, "hell happened. Demon trained infiltrator remember? Trust me you don't want to know what that training entailed..."

"That's how you cast those illusions then," Lee asked.

"Yes," Charolite replied, "among other abilities, not the necromantic ones though Steve left me those when he... went on."

"I, look I'm sorry if it is unpleasant for you to have to talk about but I just want to make sure Clem is safe around you," Lee said, "That is all I care about."

Charolite looked Lee in the eyes, she saw he was being honest and sincere. "I will protect her with my life if I need to," Charolite said, "At least she has a chance to be a kid for a bit even if it is in the middle of all this."

"Lee can you come up here for a minute," Katjaa asked.

"Of course," Lee answered, "Okay Char, I trust you. Just please think about Clem next time you decide to kill someone okay, she saw what you did to the St. Johns and if you had done the same to Lilly..."

"Right, yeah," Charolite replied with a yawn, "I think I'll get some rest, It's been a long day."

"Char this is," Lee started.

"I know," Charolite replied, "I get it I really do. I'm just tired, no one should have died today. Now go see what Katjaa wanted." Lee nodded and went to the front of the cab. Charolite laid down on one of the benches and went to sleep. Doug and Carly flickered through her dreams that night along with one question. Could she have saved them? Charolite woke as the RV came to a stop, the change in motion enough to jar her out of the light sleep.

"Just great now we have to deal with this," Kenny yelled from the front of the RV.

"What's... gotten into him," Charolite yawned while she asked Ben who was sitting next to her.

"He's uh well," Ben fumbled with his words, "Duck got bit back at the motel..."

"No," Charolite breathed.

"And now there is a train on the road," Ben finished.

"Everyone out," Kenny said, "Except her." He pointed to Lilly as he said this, "I don't want anyone in here with this crazy lady." Lilly looked pleadingly at Kenny but the man was a stone wall of anger at the moment, the bite meant his son would die. "Char I need to talk to you if you've got a moment."

"Sure Kenny," Charolite said as she followed him out of the RV. The others also followed and they set up on some logs out by the stalled out train.

"Kenny," Lee said, "Ben and I will go have a look at this train, these shrubs should make sure nothing sneaks up on us.

"Yeah this place is pretty well protected," Kenny agreed, "Still keep your eyes open, it could be dangerous."

"What dangerous on an abandoned train in the middle of the woods," Lee remarked, "Never crossed my mind."

"Lee if you find any water could you bring it to me," Katjaa asked, "Duck is dehydrated."

"I'll see what I can find," Lee said as he and Ben headed over to the train.

"You wanted to talk to me," Charolite asked.

"Yeah," Kenny said, "Why didn't you just kill her?"

"Who Lilly," Charolite asked.

"No the other woman who just looks Lilly," Kenny said, "Of course I mean her."

"Honestly, Ben stopped me," Charolite said, "He was just so desperate not to have someone else die... I guess while I had always thought of Doug and Carly as good friends, Lilly was one too. I guess I just didn't notice it until now, since it is gone."

"Okay, that's fair I guess," Kenny said, "Sorry about that, I really wanted to know if there was anything you could do for Duck."

"I heard about that," Charolite said, "Ben told me. Kenny I'm sorry, but I can't heal the infection. The best I can do is ease the pain and tell you about how much time he has left."

"I don't want to know," Kenny said, "just do what you can for him."

"Done," Charolite said as she sent a sleeping spell at Duck. His ragged breathing leveled out as the boy went to sleep. "It's an old trick I learned from Moroni, guards are a lot less effective when asleep."

"He looks normal when he is sleeping, like nothing happened," Kenny said, "But he can't just wake up and be fine can he?" Lee brought some water and animal crackers to Katjaa before he and Ben moved to the cabin of the train.

"Do you think they will find any..." Charolite's question was cut off by the train's breaks releasing. Kenny's eyes lit up and he ran over to the train.

"It works," Clementine exclaimed, "It works!" Char sat next to a beaming Clementine on the log that the younger girl had taken a seat on. Lee came back out of the cab and walked over to the RV. Ben followed but took a seat on a stump he dragged over that was across from the two girls and to the left of Katjaa and Duck.

"So who got it working," Charolite asked.

"I did," Ben said, "Well I turned the breaks off."

"How did you know how to do that," Clementine asked.

"I didn't there was a glowing yellow button so I pressed it," Ben replied.

"Wait you saw a glowing button and decided let's press it," Charolite asked, "That is incredibly brave, or dumb take your pick, either way it worked."

"Yeah it did," Ben said, "Thanks... I think."

"You did fine," Katjaa said, "If we can get that train moving..." Lee getting thrown out of the RV drew everyone's attention as Lilly drove off with their only known working vehicle. Kenny ran out of the train engine to try and chase her but it was a futile effort and he gave up when he was standing beside Lee.

"No, she took the RV," Lee exclaimed.

"To be honest the radiator in that thing was going out," Kenny said with a sigh, "She probably won't get more than thirty miles out of it. Come on we've got a train to get started."

"Well at least she isn't our problem any more," Charolite commented, "Maybe it is for the best that she left." Clementine just looked at Char, her little eyes asking the unspoken question of 'Why?' Char sighed and sat back down next to Clem and pulled her into a hug. "I liked Lilly too," Char said to Clem as Lee and Kenny returned to the train. "Or I liked the Lilly we used to know. The person who drove off in that RV was not our friend, not anymore."

"She killed Doug," Clem stated. Char's grip on Clem's shoulder tightened at that. "Ow, your squeezing me."

"Oh sorry," Char said as she forced herself to relax. Charolite had liked Doug, he had taken to her and her powers wholeheartedly and he had believed that she could fix the world. Now he was gone along with so many others and Duck was soon to follow.

"Well hello there," a voice called. Char looked up to see an older man with a mop of gray hair above his kind and wrinkled face approaching them. He had boots, jeans and a tan leather jacket on, cloths of someone who is used to traveling. "I'm Chuck, mind telling me why your messing with my home?"

"Your home," Ben asked.

"The box car there," Chuck said, "Your friends have been moving in and out of it. Are you trying to get the train running?"

"That is the plan yes," Katjaa said as she offered for Chuck to sit with a wave of her hand. "I'm Katjaa, this is Duck, Ben, Clementine and Charolite. My husband, Kenny, is in the engine and that is Lee who was moving through your box car."

"I'm sorry your son is not feeling well," Chuck said.

"Thank you," Katjaa replied.

"That's an interesting arm you have there Charolite," Chuck said as he sat beside her, "Your not going to be trying to eat us anytime soon I hope?"

"No," Char said, "This arm kept me from that fate at the cost of a friend."

"Your friend have a choice in the matter," Chuck asked.

"Yes," Char replied.

"Well good enough for me then," Chuck said, "If you all are going to be taking my home I guess I'm coming with you." He then pulled some boxes of candy out of his coat and passed them around. "Why don't y'all refresh yourself with these while I go meet the other two."

"Wow," Ben remarked, "It's not even opened."

"I'd save it if I were you," Charolite said as she stashed the candy away in her pocket. She looked over to see Ben had already put a hand full of candy into his mouth. Ben was frozen in mid bite as she looked at him. He shrugged and Char couldn't help but snicker a little. "Oh Ben, You know I needed a laugh."

"We could all use one," Clem added. Even Katjaa was smiling at Ben's enthusiasm over the sweets. A few minutes later and Chuck, Lee and Kenny came back and reported that the train was ready to go. Everyone got their things and piled into the train and the eight were on their way to Savannah. Char was woken from the nap she had fallen into as the train powered down the tracks when the forward movement stopped. Clem woke up as well, the younger girl having fell asleep in Char's lap. Char was going to ask why they were stopping but one look at Duck told her everything she needed to know... he was out of time.

"Katjaa, I'm," Char started.

"Is there nothing you can do for him," Katjaa asked.

"If it was a normal wound, like a cut or a scrape I might be able to mend that but I can't cure the infection," Char said, "I can promise you that he hasn't been in any pain since I cast that sleeping spell on him." Katjaa just nodded and carried Duck out of the train car. Chuck followed them out and Ben, Char and Clem walked up to the edge of the train car.

"The boy has been bit," Kenny said to Chuck, "In case you hadn't figured it out." Chuck just nodded his understanding. "Char is there nothing you can do?"

"If I could have I would have done it already," Char said, "Well there is one thing I can do, I can make sure he doesn't feed those monsters." As she said Char summoned one of the red orbs into her spectral hand.

"Just like with Larry," Lee said, "Take what ever time you need."

"There ain't no time left to take," Kenny said.

"We can take him out into the woods, away from Clem," Katjaa said, "We can just say our goodbyes and then let Char take care of him."

"You shouldn't have to do this," Lee said.

"But I am the only one who can," Char said, "and since we won't have time for a burial thanks to the noise that train makes..."

"It will be the only way to keep the walkers from him," Kenny said as tears ran down his face.

"Would you give us a few minutes to say goodbye," Katjaa said as she and Kenny started to move towards the woods.

"What's happening," Clem asked.

"Char is going to take care of Duck," Lee said.

"You can make him better," Clem asked, "I thought you said you couldn't."

"I can't Clem," Char said, "but I can make sure he doesn't come back or be food for those things... Clem, I'm."

A gun shot rang out followed by Kenny screaming "No!" Lee and Char both raced off towards the sound, Char yelling at Ben to keep an eye on Clem. They arrived to see see Kenny on his knees and Katjaa dead on the ground, a bullet wound in her head.

"She, she," Char stammered.

"Oh God," Lee whispered.

"Why Kat," Kenny cried, "Why..." He reached out and closed her eyes before breaking into tears. A raspy breath drew Char's attention to a tree where Duck was propped up against the base, he already looked like a walker, like he was in some morbid transformation state. Kenny got up and turned to Char and Lee. "What do I do?"

"Say goodbye then let me send him home," Charolite said, "I'll take care of Kat too." Kenny walked over to stand by Lee and nodded to Char. Char dissolved Duck then Kat, this almost brought Kenny back to his knees but the man was tough, despite his quavering legs he remained standing, the last of his family.

An hour and a half later the remaining six were continuing down the rail tracks. Clem and Char were sitting at the edge of the boxcar watching the scenery go by and waiting for Lee to get back from talking with Chuck. The older man had said that the two would end up like Duck but didn't explain his statement, Lee was getting that explanation. The door to the next car opened and Lee walked in and sat down.

"Well," Char and Clem both asked.

"Well," Lee asked, "Did you two plan that?"

"I dunno," Clem replied, "maybe."

"So what did Chuck mean," Char asked.

"He, well he explained himself and made some good points," Lee said, "pointed out that there are precautions that we should be taking which we are not."

"Oh," Clementine said, "Like what?"

"Well for starters both of you have long hair," Lee said, "It's easy to grab, as Clem found out at the St. Johns' place."

"Yeah, I don't like being grabbed," Clem said.

"And if we cut your hair you will be much harder to grab," Lee said as he reached over and got a pair of scissors out of Chuck's back pack.

"If we're going to do this then cut my hair first," Char said, "I used to wear it short anyways and it will give you some practice at least."

"Okay then," Lee said, "How short do you want it?"

"Here let me show you," Char said as she took the scissors and trimmed her bangs down to about three quarters of an inch, "Now trim the rest of my hair down to that length." Several minutes later and Lee had finished. Char ran her hands through her hair. It was short and spiky, a tom-boy sort of cut like the way she used to wear it.

"I don't want my hair to look like that," Clem said.

"It' doesn't have to be," Char said, "but it does have to be short enough to be manageable. Lee the scissors please?" Lee handed them over and Char cut Clem's hair until she could tie it up into two little pig tails, before replacing Clem's hat. "There how is that?" Clem reached up and felt the two pigtails before pouting. "Oh come on I'm not that bad at it."

"Do I look dumb," Clem asked.

"No you look cute," Lee said as he returned the scissors to Chuck's pack, "and much harder to grab. Now that was part one, part two is teaching you to defend yourself," Lee said.

"I can already do that," Charolite said.

"Yeah like running and hiding," Clem added.

"No I mean with one of these," Lee said as he held out his pistol. Clem backed up but Char took the gun aimed at a bottle across on the other side of the empty car and broke it in one shot.

"I can use these too," Char said, "Come on Clem, it's just a thing, an object, you don't need to be afraid of it." Char nodded for Lee to take over and Lee nodded back his thanks for warming Clem up to this idea. Clem took the gun from Char and Lee showed her how to shoot it and gave her some pointers on safety and shooting. After about ten minutes, Clem was able to hit a glass bottle that was ten feet away from her in on shot.

"I got it," Clem exclaimed.

"Yeah you did," Lee said as he returned the gun to its holster. "See it's not so scary huh?"

"Nu-uh," Clem replied.

"Okay girls one last thing," Lee said as he opened up a map and set it down between them, "We need a plan. I think it should be to try and find Clem's parents, we will be in Savannah after all."

"Yeah," Clem agreed.

"Okay do you know where they might be," Char asked showing her support for the idea.

"They always stayed in the same place," Clem said, "I was there once, it had good desserts. M... Ma, Mar..."

"Marsh House," Lee asked.

"Yes," Clem said, "That's it."

"Then we can make our way there and look for your parents," Lee said.

"Can I tell them about you," Clem asked.

"Sure," Lee answered, "Char are you okay with this?"

"I am," Char said.

"Everyone hold on," Kenny yelled as the train started to break.

"Oh no what now," Char said as she held onto a rail on the inside of the door until the train stopped. Once the train stopped they all got out and took in the situation. A gasoline tanker was dangling off an overpass and was in the way of the train's path. Kenny looked like he was going to bust a blood vessel, or several as his mouth worked to try and make words.

"Well crap," Charolite said.

"I don't know about y'alls fortitude but we've got a train," Chuck said.

"We can't just bust through that Charles," Kenny fumed, "It's filled with gas, something explosive."

"Maybe we could walk," Ben suggested.

"Ben that is," Charolite started.

"Hey, you guys need help down there," a female voice called.

"Yeah, what's the problem," a second one added, this one was male. On the overpass stood a man and a woman. The man was a little shorter than the woman. He had short black hair, brown tanned skin, wore a brown jacket and black shirt with jeans and had a general up beat appearance. The woman had longer brown hair that was done up in a bun, wore a purple vest, white shirt and blue jeans. Her demeanor was more appraising than cheerful.

"You all aren't going to be trouble are you cause we can just keep walking," the woman said.

"No, we're friendly," Lee replied.

"That's what everyone says," the woman retorted.

"Cool train," the man said, "What's the problem?"

"Your standing by it," Kenny said.

"Yeah, this wreck doesn't look so bad from up here," the man said, "Have your friend come take a look and we can see if we can help you."

"We could use some help," Charolite remarked as Lee started for the ladder to get on top of the overpass.

"Lee if anything goes sideways up there we've got you covered," Kenny said.

"Thanks," Lee said then to the two up on the bridge, "If I come up there y'all better not be murderers or thieves."

"Well you'll just have to come up here and find out," the woman said. Lee shook his head as he started up the ladder. After a few moments he was at the top. Clementine looked between Char and Lee before heading over and climbing the ladder.

"Char if they haven't seen your arm yet maybe you should conceal it somehow," Kenny said, "Or at least wait until you can find a good time to explain it to them before they meet you."

"Chuck seemed not to mind," Charolite said.

"I'm a very easy going person too," Chuck said, "These two don't seem to be, at least the lady doesn't."

"Hm, yeah ok," Charolite said, "I'll wait to introduce myself until I can sit down and talk to them. I'll go wait in the train engine."

"I'll come get you when I see a good time for you to talk with them," Kenny said, "Hurry it looks like they are coming down." Char threw a vanishing illusion over herself and entered the cabin of the engine as Lee, Clementine and the two new people climbed down the ladder. Char dispelled the illusion once she was inside the train and she watched the meeting of the new people. The woman and Clem went to sit by the bridge while Chuck got out his guitar and starting playing it. Kenny and the man headed for the train where Char was.

"Charolite," Kenny said as he came in, "This is Omid, Omid this is Charolite or Char. She's well she can explain it best."

"Oh come on how complicated can one... whoa," Omid said as he followed Kenny in and saw Char. "Is... is that thing real?" Char extended her spectral hand for him to shake which he did with enthusiasm. "Wow it is, this is amazing."

"Nice to meet you two," Char said.

"Yeah, same," Omid replied, "Sorry but your, that's real magic. How did you get it?"

"A friend of mine gave his life so I could have this arm replace the one that was taken from me," Charolite said.

"Her friend was a necromancer," Kenny said, "He gave her the arm and his spells."

"No way," Omid remarked, "Dead are walking all over the place and you guys have a necromancer?"

"I'm not the cure all for this place," Char said, "I couldn't even save some of our group... I can't cure the infection."

"No but you can kill a lot of walkers," Kenny said, "As long as you keep doing that... well just keep doing that."

"Christa would love to meet you," Omid said, "She's outside with Clementine and Lee it looks like. I'll catch up with you later, right now Kenny was going to show me how the train works."

"Right it is a little crowded with three in here," Char said as she got out of the chair and left the train. She headed over to Christa as Lee and Clementine were talking to her.

"When ever things get dicey Char is always there for us," Lee was saying, "With a distraction or some extra fighting power, whatever she can get."

"How does one twelve year old girl do all of this," Christa asked as Charolite came up behind Lee.

"I can probably answer that better than you can," Char said, causing Lee to move out of her way and turn around. Christa was visibly stunned at Char, her eyes focused only on the spectral arm. "I am a master level necromancer, turning the dead against themselves is fairly easy as is casting illusions to fool the dead. However I can not cure the infection that causes the walkers as of yet."

"Is she safe to be around," Christa asked. Char had to admit that was not the first question she would have asked but it was a good one.

"She won't turn into a walker in her sleep if that's what you're asking," Lee said.

"Char is my friend," Clementine said, "She only hurts bad people and walkers."

"Thanks Clem," Char said genuinely touched at the younger girl's defense of her.

"Bad people," Christa asked.

"I used to have two arms and a very close friend," Char said, "Both are gone now thanks to... bad people."

"If it isn't the dead that are trying to eat you it is the living that are trying to kill you for what you have," Christa said, "If Clementine feels safe around you that is good enough for me."

"Well why don't you two get to know each other a little," Lee said, "I'm going to check out that station over there."

"I'll come to," Clem said, "We're a team!"

"That we are," Lee said, "Char is too."

"Thanks," Char said, "But I think Christa has some questions for me."

"You bet I do," Christa said, "Lee, keep Clem safe."

"I do," Lee said as the two walked down the tracks towards the station.

"So," Christa said, "Can you... feel with it?"

"Yes my arm works the same as any normal arm, except I can also push it through objects and feel around, can't interact with anything while my arm is passing through something though," Charolite said as she held out her hand, "Go ahead feel it, Omid was amazed by it."

"Huh yeah he would be," Christa said as she took Char's spectral hand into her own. "It even feels warm. Your a necromancer you said, did you do this?"

"Not on purpose no," Char responded, "My friend Steve was with me when I first met Lee and Clem. Some time later, after having found the group whose remainders you've met here, we were trapped by cannibals and they were the ones who took my arm. Steve was the necromancer then and he gave his life to give me this arm and save my life. He also passed along his necromancer knowledge and powers."

"Oh God," Christa remarked, "Dare I ask what happened to the cannibals?"

"Let's just say they won't harm anyone else," Char said.

"Well compared to that Omid and me have had it easy," Christa said. "I guess Lee was not underestimating how important." Christa was cut off by the sound of a gunshot. Char and Christa were both sprinting towards the train station at the sound. Christa opened the door to the one story station. Lee and Clementine were standing in the middle of the unlit room with three dead walkers laying around them.

"We thought we heard a gun shot," Christa said as she looked around the room.

"Three on two," Charolite remarked, "Only one bullet so two were beat to death."

"And seeing as one of you is eight I'm going to assume that the older one did the killing," Christa said with a hint of disapproval.

"We handled it," Lee said, "We're getting better at working together you know?"

"I just hope you know what your doing," Christa said, "With both of them."

"Well they are still alive aren't they," Charolite said, "I'm still alive."

"Yes you are," Christa agreed as she left.

"Okay so what happened," Char asked.

"We learned not to be afraid," Lee said, "They should have got us but we got them."

"Right," Clem confirmed.

"We also got our hands on this welding torch," Lee added as he picked up the fuel tank and lines for the tool.

"Well that should get rid of our truck problem," Char said, "I'll head on back and start getting us ready to go."

"We'll catch up with you on the train," Lee said. Char got back and started getting everyone packed up and back on the train. Omid went up the ladder to help Lee cut the truck down, Kenny got in the engine with Chuck on the front of the train. Christa and Clem were in the box car and Ben was with Char looking out behind the train. A cloud of dust was coming down the tracks towards the group, a cloud of dust stirred up by a hoard of walkers.

"That's not good," Char said as she sent out a pulse to detect how many were heading towards them, "There are thousands of them."

"Uh guys we need to go," Ben yelled to the others as he and Char got into the train.

"Kenny go," Lee yelled as the truck fell down and rolled out of the way. As they went under the bridge, Charolite heard the thump of a body bouncing off of the train followed by the thump of another body landing on top.

"Omid," Christa yelled as she jumped out of the box car.

"Char help her onto the train when they catch up," Lee said as he dropped down next to her, "I'll get Omid."

"Right," Char confirmed. Seconds later and the two new comers were running beside the train. Char offered her spectral hand to Christa who took it and was pulled into the train while Omid was dragged in by Lee.

"Are you guys okay," Clem asked.

"Yeah we're good," Lee said.

"Omid's leg is not so good," Char stated as she observed the large gash in his right thigh. "Let me see what I can do for this." Char spent the rest of the trip either trying different spells on Omid's leg to get it to heal or resting so she could cast more spells. Soon they arrived in Savannah.

Character Ruby Rose

Ruby was clinging to Blake, who was clinging to Weiss who was clinging to Yang who was holding onto one of the control stations on the Unity as the ship plummeted towards the landing strip that was built for it on Remnant outside of Atlas' Military Hub.

"Coco," Ruby yelled over the sound of the ship howling through the sky, "Pull up!"

"Oh stop being such a baby," Coco yelled back.

"We're diving straight into the ground," Weiss yelled, "We are going to die if you don't pull up!"

"We will be fine," Velvet said from a table across the bridge from Ruby, "Just don't distract her."

"We are dangling sideways from a control panel that we should be able to stand up at," Blake hissed, "How is this going to be fine?"

"Everyone hold on," Coco yelled through the ship's intercom system.

"I think we are already hol..." Yang started. Then Coco put the Unity into a crazy spinning flip and fired the shield and weapons all at the same time to land it perfectly on the landing strip.

"Uh huh what," Fox stated as he woke up from his nap with a snort, "Oh hey we landed."

"Yes it would seem we have," Ozpin said in a tone that indicated his displeasure as he walked in, "Next time try and make it a little smoother please, some of the crew seem to have passed out from the G forces that little stunt produced."

"Blake it seems is one of them," Ruby said as she picked up her unconscious team mate.

"Look we have to test the capabilities of this ship," Coco said, "Yes it is dangerous, yes it will cause some people to black out, but if we don't test the Unity's limits then I won't know how much I can push her when it comes to a real fight."

"She is not wrong," Yatsuhahsi said as he shook off the effects of the g-forces.

Ozpin gave Coco his disappointed stare before turning and leaving with the remark, "There are a hundred and seventy-five thousand crew members on this ship, I hope you keep that in mind."

There were a few seconds of silence after Ozpin left before Coco admitted, "Okay it was a bit reckless."

"Ya think," Yang stated.

"Ruby," Blake asked as she woke up, "Why are you carrying me?"

"Oh right," Ruby said as she put Blake back on her feet, "Sorry, you blacked out when Coco sent us into a spin. I was going to carry you out if you didn't wake up soon."

"Well I'm awake so can we just not tell anyone about this," Blake said sheepishly.

"Oh someone's embarrassed," Velvet teased. Blake glared at her. "Sorry." Velvet amended.

"Guys we've got to go," Yang said suddenly, "Barry and Ellisa were attacked a couple nights ago by an anti Fanus group. I'm going to go see about them."

"We're right behind you," Coco said as she jumped over the controls on the bridge, "If these goons have a problem with Fanus, then they've got a problem with us."

"Okay sure," Yang said as she furiously tapped a message on her scroll, "Meet us at Grishnake's smithy in a few hours."

"Will do," Coco said as team RWBY left the bridge.

"Yang," Ruby asked, "are they okay, was anyone hurt?"

"Not yet," Yang said as Blake pulled her out of the way of a door frame that she would have run into, "Ellisa says that she and her team were targeted because she and Barry are the leaders of the White Fang... and they are getting the Fanus equal recognition across Remnant."

"But they are doing it peacefully," Weiss said, "I'm all for stopping murderers and thieves but your kids have turned that around quite quickly."

"Except that a lot of the officials that are helping them run everything also helped with the terrorist acts when the organization was led by Cinder, Adam and Gerald," Blake said, "They were given unofficial pardon to allow the White Fang to rebuild under Barry and Ellisa but I can see how a lot of people will see this as a stab in the back."

"Then we need to replace them and let them stand trial for what they've done," Weiss said.

"So would I if that is the case," Blake said, "For stealing your train and Dust."

"You don't have to stand trial if the injured party doesn't press charges," Weiss said as she pulled Yang down the correct hallway to leave the Unity. "I forgave you for anything you did while you were with the White Fang that weekend you ran away in our first semester."

"And since you are the Heiress Immortal of the Schnee Dust Company you can make sure charges are never pressed," Ruby said.

"You'd think I'd get used to this by now but your continual friendship keeps surprising me," Blake said, "Thank you."

"We need a Bullhead," Yang announced as she finally looked up from her scroll in time to avoid running into the security scanner that was at the entrance and exit of the ship.

"Why do you need one of those," Junior asked as he, Scooter, Jayne and Sun met the girls in the lobby, "And what is this about an attack?"

"Barry and Ellisa are under attack because they are leading the White Fang and people are starting to see the Fanus as equals," Yang said, "We're going to stop that."

"Ironwood knows just the person for this job," Junior said as he got out his scroll, "I'll message him."

"Look I know their adopted but those two are still your kids," Sun said, "and since we're your friends we are not going to sit around and let some punks push them around."

"Yeah uh what he said," Jayne added.

"Blarg that," Scooter exclaimed, "Those kids are part of my family now too! I will brain the fools messing with them!"

"Bullhead will be outside in five," Junior said, "lets go." The eight exited the Unity and headed for the landing pads for the Bullheads. "So what was with throwing us all over the ship with that landing someone could have got seriously hurt."

"That was just Coco being Coco," Ruby said with a shake of her head, "Apart from screaming for our lives it worked I guess."

"Blake your okay right," Sun asked, "I know you hate roller coasters cause you pass out on the really hard spins and since the landing was a lot like one of those..."

"I'm fine," Blake said, "Hey Sun?"

"Yeah," Sun replied.

"Catch," Blake said as she jumped into his arms.

"Yeah you totally passed out," Sun said with a laugh.

"Oh you two are so cute," Ruby said as she got her scroll out, "let me take a picture."

"Young love," Junior stated.

"Your one to talk," Weiss said.

"Didn't you and Ruby get married to guys you had only known for three months," Yang said, "Out of all of us Blake took the longest to marry a guy. At least based on how long she's known him."

"And you were the fastest," Ruby said as she snapped a photo of Sun and Blake. "Didn't you pretty much decided to marry Junior after I found you standing over him that night outside his club?"

"Pretty much," Yang admitted causing the eight friends to laugh. The Bullhead landing behind them broke the conversation.

"All aboard," Penny said as she waved to them from the cockpit.

"Penny," Ruby greeted as she and the rest got into the aircraft. Ruby made her way to the front to talk with her friend. "What are you doing driving aircraft?"

"Mister Ironwood said you all might need some help so he asked for me to come along," Penny said as they took off for Vale. "Besides it's been a while since I've seen any of you and I wanted to catch up with you guys. I mean the last I heard was you were getting married and Weiss too, then you all took off on the Unity and I haven't gotten to seen any of you since before..."

"Penny take a breath," Ruby said, "Well metaphorically at least, I know you don't actually need to breath. Yeah I guess a lot has happened since we last spoke. The guy in the overalls back there, that's Scooter, my husband. He is great with mechanical work, made Crescent Rose a clip that creates it's own bullets. The guy with the big rifle is Jayne, he's Weiss husband. He is a lot like her, hard to get along with at times but once he warms up to you he's a good friend to have."

"Wow that's wonderful news. I'm so happy for you two," Penny said then with a sadder tone, "Ruby, do you think I will ever find someone like you all did?"

"I'm sure you will," Ruby said, "I mean if John and Cortana can have a successful relationship I know you can. You will probably have to adopt kids if you want them though." Ruby poked Penny's shoulder causing a metallic clink to resonate. "But Yang and Junior had to adopt kids too so no difference there."

"Thanks Ruby," Penny said, "You really are the best friend I could ever have." A thud on the top of the ship stopped the conversation.

"What was that," Ruby asked.

"I don't know," Penny replied as she checked the instruments on the dash, "Whatever it is it is not falling off, but it is also not heavy enough to really weigh us down. It would appear to be about the same weight as any of you when you are in those exo-suits."

"So it's a person," Ruby exclaimed, "Open the door, we need to see if he is hurt."

"Ruby," Penny said, "Whatever is out there may not be friendly."

"We can handle that," Ruby said as she returned to her team in the back of the aircraft.

"Ruby something landed on us," Weiss said as Ruby entered the passenger area.

"I know. Penny is going to open the door so we can go out and check on it," Ruby said, "It may be a person."

"Actually," A calming and soft male voice said from outside the now opened side door. "I am a person." A man in a black and white mech suit with red and yellow highlights and had wings similar to a Nevermore's but made out of swords flew into the ship and landed amidst the group. "It is really cool to meet you all. I am Havock, Reak Havock."

"Reak Havock," Blake asked, "Seriously?"

"I am also a teller of tales, a creator of stories, guardian of creativity, and friend of Remnant," Reak said, "I'm sort of like an old time bard but with bigger guns." Reak then pointed to his sword wings, his boots which had pistols built into them and the twin pistols that were at his side. He then lowered the tint of his helmet's visor so his eyes were visible. Two glistening black eyes peered out at the team and the fringes of black hair could be seen at the top of the visor. "Penny can this thing go any faster? Time is wasting and we've got a new terrorist organization to catch."

"Uh, should I listen to him," Penny asked.

"If he wants to help protect my children then yes," Junior said, "Okay Reak, you've got our attention and you seem to know about us, so do you mind telling us how you know all this?"

"You guys are easy to get information on," Reak said, "With RWBY being one of the premier teams to arise in recent years one out of ten news articles mentions you or your family or exploits. I would have found you all sooner but I was tied up with other responsibilities."

"Such as," Sun asked.

"Well being the personal guard for the Atlas Council is a demanding job," Reak said, "I am retiring from that line of work however to be more helpful to the general populace. Of course you may have guessed that being a former guardian to a Council I have news feeds streaming to this suit all the time, something that will be quite useful for taking out a budding, strong arming, racist group. It is also good at keeping me informed on the whereabouts of all the Huntsmen and Huntresses on and now off of Remnant."

"Well that suit looks impressive," Scooter said, "Very professionally made. I'd say it would have to be a Council or something like that to make a suit like that."

"It does give his story credit," Weiss admitted, "Still why show up now?"

"Because there may be more than our Remnant in danger now," Reak said, "and I am first and foremost a guardian of Remnant. This Magog creature, it's already attacked us once and Ruby was the instrument of it's defeat that time, but since she is here guarding this one planet, how many other planets, other Remnants are in trouble now?"

"So you here to ask us for help," Yang said.

"I'm here to help you help other versions of you," Reak said, "and that starts by helping EMBR."

"Whoa," Ruby remarked as they flew over the city of Vale. Below them was construction everywhere. "What's with all the remodeling?"

"The work of some of your friends I think," Reak said, "Legion 141 found a huge King Taijitu that was burrowing up towards Vale. It was about a hundred feet from breaking through when they and that creature Shelly intercepted it. Now all the kingdoms are reinforcing their sub layers. The Grimm can't get us from the air or the ground so now they are coming at us from under it."

"How big was this thing," Yang asked.

"From the reports at least sixty feet across," Reak said.

"What," Blake asked, "How is that even... it must have been thousands of years old."

"Look I don't know a lot about Grimm but a thousand year old anything that wants to eat a city is something that you should stay away from," Jayne said.

"Which would work," Scooter said, "If the city could move. Like Sanctuary back on Pandora, I got that whole block flying like a bird. That ain't gonna work on Vale though."

"Every city is adding more reinforcement to their foundations and subsystems," Penny said as she took them in for a landing outside of Beacon, "Mistral found several weak spots that the Grimm would have broken through in a few more months if it wasn't for Legion 141 and Shelly discovering the threat and warning the kingdoms about it we might have been overrun."

"Well I'm just glad someone can keep things running in our absence," Junior said, "These last few years everything just falls apart if RWBY goes off for a few days."

"How is it that an entire world has come to depend on us," Ruby questioned, "I mean there are plenty of other Huntresses and Huntsmen out there, most of them with more experience than us. So why have we become so prominent?"

"Because you stand for what is right," Reak said, "In every instance I heard about you all you were doing incredibly dangerous jobs simply because someone had to do them. You four have saved a lot of lives, not only in Vale but across the planet and now you've brought Dragon Company here and they are protecting the citizens of our cities, farm lands and villages in a manor that even General Ironwood is impressed by. Those giant mechs that have constructed robotic defenses across the world are a perfect example of this."

"That is just DC doing what they do though," Weiss said, "We are not to thank for that."

"But people see you all as being the ones who brought DC here," Penny said as she parked the Bullhead, "Before that it was you who were the primary defense against the White Fang and Cinder, your actions helped every city. You all are heroes. Okay we've landed."

"Are you coming with us then," Junior asked, "Or will you stay with the plane?"

"We're going with you," Reak said, "I just picked up a feed. We've got an attack in progress against that smithy, your children and their team are hold up in it."

"Taking off again then," Penny said as she got the Bullhead back in the air, "We'll be overhead in a few moments." The door on the side of the aircraft opened up so the group could shoot out from it. The arrived to find a multifaceted riot in full swing. The human supremacy group was fighting a two sided battle, against team EMBR and against the forces of the Vale PD as led by Burnie and Joel.

"I'll keep flying," Penny said, "You go on and get down there."

"Oh I will," Yang stated. Her hair was already ablaze with fire and her eyes were like glowing red embers.

"Follow me down then," Reak said, "I can block the bullets that will be fired at us with my wings." With that he jumped out of the plane followed by Yang, Junior, Ruby, Weiss, Scooter, Blake, and Sun. Jayne elected to lay down covering fire from the circling Bullhead. Reak Havock made an excellent spearhead, his power armor and sword wings deflecting all the bullets that the terrorists fired at the eight as they fell. Reak pulled up at the last minute and carved through the crowded attackers firing all four of the guns on his suit as his razor sharp wings sliced and diced those who were unlucky enough to get caught in them. Yang landed in a massive fireball, throwing back everyone within twenty feet of her landing. Junior pulled off a similar feat, but using rockets from his batzooka instead of his fist to explode against the ground. Ruby just landed with a roll then fired a shot from Crescent Rose that propelled her towards the door to the smithy. If that is where EMBR was then that was where Yang was going to be and Ruby was going to have her sister's back on this one. Scooter had digi-structed his mech which took the force of the fall for him as he landed and started slamming into the mass of aggressors. Weiss landed with the aid of her glyphs and Jayne's covering fire. Sun and Blake landed on the backs of their clones before the two moved to cover Weiss. Yang and Junior met Ruby by the door to the smithy's interior where they yelled for either Barry of Ellisa to open up for them. The door cracked open a bit and Ellisa ushered them inside.

"Mom, Dad, Aunty Ruby," Ellisa exclaimed as she hugged the three, accidentally poking them with her spines in the process. "How did, when did, I'm so glad your here. There must be two thousand of them out there and I've called for White Fang back up and support from Beacon but it's only been about ten minutes and only the police have been able to respond since a large squad of them were here to get some custom work done by Marco."

"Shush," Yang said as she squeezed her daughter tighter before letting her go, "We will deal with this."

"Oh yes we will," Barry said as he, Radiant and Marco came into the reception area from the back of the smithy, "I can't tell you how glad I am to see you three." Barry was wielding an incredible weapon, it was ten different things in one, a knife thrower, bazooka, flame thrower, shotgun, rifle, shield, sword, mace, javelin thrower and grenade launcher. "You may want to stand back from this thing though."

Ruby just stared at the magnificent weapon as she breathed out one word, "whoa..."

"Yeah I know right," Radiant said, "and he barely even uses all the functions on it."

"Well they are going to be getting used today," Barry said, "Marco you ready to do this?" Marco only answered with a deep, menacing chuckle.

"Okay that's a little creepy," Junior said.

"Hit it," Ellisa said, "Everyone duck." The seven ducked as Marco pulled out a detonator and pressed it. An explosion rocked the smithy causing the display pieces to fall off their mounts and several of the racks to fall over. The front of the reception was blown off in a secondary explosion to revel the chaos that was going on outside. Ruby took in her team mates and friends fighting with the Vale PD and now some of the White Fang under Adam's command and even Glynda. The anti-Fanus group had however increased in size as well even despite the efforts of Ruby's friends. Then she saw it, a streamlined, black, killer vehicle that had also been revealed by the explosion. With six independent wheels, a twelve foot long body, and massive blades that were jutting out of it's front, sides, and back, the sleek curvy car gleamed like death incarnate. Marco jumped in with Ellisa and the two floored it, shredding a path through the rioters that was ten feet across.

Ruby was about to shake off her awe of the car when Barry's weapon fired. The mesmerizing sound of a shotgun, assault rifle, knife thrower, flamethrower, grenade launcher, javelin thrower and bazooka all firing simultaneously was terrifying. The destruction it caused on the attackers that had turned their attention to the now unprotected group was even more so. Radiant then added her talents to the mix. She pulled out what looked to be a crystal yo-yo. Actually that is exactly what it was, a crystal yo-yo with a thirteen foot long, dust enchanted, razor sharp, wire that stretched from her fingers to the yo-yo. Then it lit on fire and started shooting out sparks of lightning. While most everyone's weapons were affected by Aura, which stopped their targets from being mutilated by their attacks, this weapon was apparently enchanted with the same dust that the assassin droid that RWBY had fought upon returning home after meeting DC. It left it's victims in smoldering pieces and Radiant's expression of rage and hate made her presence on the field just that much more terrifying.

Ruby shook off the shock of seeing all these awesome weapons just in time to bring Crescent Rose up to block a strike that was aimed at her head. She countered with a strike that knocked the attacker back into the path of Marco's car. The masked assailant was knocked away as Marco drove through. Ellisa was standing up through the sun roof and was firing her semblance imbued quills at anyone who was able to dodge the car. Ruby saw that Junior was in a melee with six other guys and she blasted herself over to help him. One sweep of Crescent Rose knocked three of Junior's opponents to the ground and Junior knocked the other three back with one good swing of his bat.

"Where is Yang," Ruby asked as she knocked back five more assailants.

"Up there," Junior said as he pointed to the roof of the smithy. Yang had taken up an over watch position on the smithy roof and was raining down shots from Ember Celica into the mob of people trying to attack her. "Pretty good strategy."

"It's Yang, she'll get bored and jump back down in a bit," Ruby said. A glyph appeared next to Ruby and Junior, absorbing a grenade blast for them.

"Less taking more fighting," Weiss said as she zipped past them in a flurry of strikes and counters.

"Best teammate ever," Ruby remarked with a smile. Then her expression grew more serious and Ruby dove into the fray in earnest. The two sides were pretty closely matched, RWBY and their friends were more powerful but they were only a few, the anti-Fanus group was comprised of many relatively well trained combatants that were superior to those of the Vale PD or many of the White Fang that Adam had brought. For all the wide spread damage that the two sides were causing to each other Ruby's side was gaining by only a little.

"If this keeps up we may win but the dead and wounded will be so high," Blake said as she and Ruby fought beside each other.

"I know," Ruby said, "We need to find a way to get these guys to surrender."

"Ruby we have a gunship raining down bullets on these guys and they just keep coming," Blake said, "Where do we go from there?"

Ruby checked the sky to see the Bullhead that Penny was still flying with Jayne still firing from the side. It was smoking however and just a hint of fire could be seen from one of the engines. "Yeah and it doesn't look to good," Ruby said. "Come on Penny land already." Ruby needn't have worried about her friends however as Reak flew up to the dying Bullhead and picked Jayne up then got Penny out of the cockpit before flying back down to the ground. A few moments later the plane exploded.

"That was close," Blake said as she blocked a strike that was meant for Ruby while Ruby did the same for her. They then dispatched the others' attacker before parting ways once more. A couple of minutes later and Ruby was fighting alongside Glynda. "Where are the reinforcements," Ruby asked.

"On their way," Glynda replied tersely, "Ruby with this many members this group is practically waging a civil war on Vale, we need DC to help us out here!"

"K isn't back yet," Ruby said, "Neither is Shepard, I don't know how to get a hold of anyone else... wait of course Carter! Cover me."

Glynda didn't question she just nodded as Ruby opened her omni-tool and called Carter.

"Hello Ruby," Carter said, "You don't usually call me, what is the occurrence?"

"How about a civil war going on outside of Beacon," Ruby said, "Do you think you could help with that?"

"A civil war you say," the Leviathan-Spartan said as he leaned over his desk that he was sitting at, "That sounds problematic. Send me your location and I can air drop some back up to you right away."

"Thank you," Ruby said as she transmitted her coordinates to Carter.

"Done," Glynda asked as she repelled twelve attackers with another blast of her telekinesis.

"We've got back up incoming," Ruby said, "Also CVFY is supposed to meet us here soon. I should have thought of them and JNPR sooner."

"Don't forget about us," Neptune said as he blocked an attack that was aimed at Glynda. Neptune, Sage and Scarlet had arrived behind Ruby and Glynda, "Sun called us said there was a ruckus and we were needed. You two watch yourselves now." With that the rest of SSSN walked into the middle of the fray.

"Ruby, Glynda," Lao greeted as he and Summer drove up on her motorcycle.

"Dad, Mom, I knew you two would come," Ruby said.

"There is a war going on against an organization run by my grandchildren," Summer said, "That's a pretty fair bet that I would be here. This is your stop dear."

"I know," Lao said as he fired one of Vertigo's spike-chains into one of the arches that was still standing among the violence, "Be careful Roses." With that he he swung up to the arch and into the battle.

"We will be," Ruby and Summer said even though Lao couldn't hear them. Then Summer said, "Be careful darling, I'm going to go check on your sister and the grand-kids." The motorcycle roared to life once more and Summer was gone in a flurry of white roses. The touching family moment was broken as a line of twenty-five drop pods crashed into the heart of the battle. The fighting all but stopped as the Reds, Blues, Freelancers and their AI all kicked open the doors to the drop pods.

"Okay everyone let's do this," Church said as he raised his sniper rifle. Then as if on cue a line of droids dropped in to assist the anti-Fanus rebels. "You know I should have expected something like that," Church said before blowing the head off of one of the droids.

"Ruby, Prof. Goodwitch," Coco yelled as a Bullhead came to hover nearby, "I'm going to do a strafing run. You two will probably want to run defense on our side, otherwise they will get shredded too."

"Certainly," Glynda replied, "It looks like our faction has gathered on this side of the drop pods. If you come across the other side that will give you a straight shot through these terrorist."

"That is why you two will need to run defense for our guys," Coco said, "my bullets won't stop when they get through the terrorists' lines."

"I can run along with you and use my Crescent Roses to deflect the bullets," Ruby said.

"That will work," Coco agreed, "They bounce off your weapon and go back through the ranks. It's a double play."

"Any reinforcements we get come from this direction," Glynda said, "I'll stay here and keep it open and Ruby you died once and were blessed enough to be sent back, don't tempt fate again."

"I'll try not to," Ruby said as she summoned the white twin of Crescent rose and crossed the two scythes so they formed a shield that Coco could shoot at. "Where are you starting your run," Ruby asked Coco.

"In the south and we will head north," Coco replied as the Bullhead pulled up and headed towards it's destination. Ruby morphed into her rose cloud and followed, swiping at terrorist as she happened to pass by them. From this vantage point Ruby could see the true scale of the skirmish turned war. Bodies lay everywhere, either unconscious, wounded or dead, from both sides of the fight and those that were still going were showing no signs of stopping anytime soon.

"We have to stop this," Ruby said to herself as she arrived at the destination and signaled for Coco to start her run. Ruby was back to normal since she had to run right between the lines of the melee combat. Coco spun up her mini-gun and away they went. The force of the bullets against the Crescent Roses was enough that Ruby had to run diagonally through them just to go straight. As such Ruby couldn't get a good view of where she was going and just followed the line that CFVY's Bullhead was on. It only took about a minute to run all the way down the line of combat and when CFVY broke off Ruby was thrown off without the resistance of the bullets. She would have ran right into a massive stone support if she wasn't snatched up and carried out of the way.

"I got you," Lao said as he used Vertigo to swing them to the top of one of the arches that ran through out the park. He kicked a terrorist with a sniper rifle off the top of the arch as he and Ruby landed.

"Thanks Dad," Ruby said as she hugged him.

"Do you hear that," Lao asked.

"No I do..." Ruby started then she pulled out of the hug and turned to look over the battle field. The sound of combat had ceased and Ruby was looking at why. The terrorists' side of the battle was completely leveled, not a person was left standing, but the side that Ruby protected, her friends and family, fellow citizens of Vale, students of Beacon, White Fang members and Vale law enforcers were starting to pull their wounded and dead from the piles of bodies that lay strewn around the once peaceful park and smithy. Ruby slid to her knees as she surveyed the carnage. She felt her Dad put a hand on her should and for a moment Ruby thought she would break into tears. She didn't though, with a few deep breaths Ruby steadied herself and got to her feet. While she never wished to kill anyone sometimes being a Huntress meant that had to happen and these terrorists forced her hand.

"It's okay," Lao said, "You did what you had to do to protect the innocent in this fight, those who these guys would have kept targeting no matter what."

"I know, I know," Ruby said, "This couldn't have been all of them though. Those droids they are old Atlas models, somehow these guys got a hold of a thousand of them."

"Your right," Lao said, "Fortunately you have an information broker and an informant as a brother-in-law and a father. Junior and I can find who supplied these droids and maybe from there we can start to uncover the network that this group uses for supplies. It would be nice to have a name for these guys at least."

"Well let's go see if anyone has found anything useful from the... bodies," Ruby said. She and Lao jumped down and made their way towards the rest of their family, friends and teammates.

"Ruby, Dad," Yang exclaimed as the two approached her and the rest of their friends. "There you are." Yang hugged them saying, "For a moment there we'd thought you two had... you know."

"Wouldn't have been the first time sis," Ruby said, "But I'm not in any hurry to die."

"Me either," Lao said.

"Is everyone alright," Ruby asked.

"Not everyone," Summer said, "But all of your friends made it through with only minor injuries if any."

"Well," Ellisa said, "It looks like we no longer get to be kids anymore."

"I'm sorry that growing up has been so hard on you," Ruby said, "But at least you did have some time that was good right?"

"Well we had one moment that is pretty good," Barry said, "Being adopted into this family. Now we have to see to the White Fang members who survived and you all probably need to do the same with those from Beacon and Vale PD."

"Right," Ruby said as everyone spread out to help the wounded. Xavier came flying in as did Spyro. The two healers were always busy but a battle of this scale apparently demanded their attention. Ruby allowed a smile to cross her face as she watched the two dragons work, while they couldn't help those who were already dead they would get everyone else back on their feet.