The Gray between Black and White

by Masterdude21

Driven by desperation, Beacon Academy joins a pact with Onyx, an ancient conspiracy that deals in war and blood. Their child soldiers are formidable, but utterly devoid of human morality. When team RWBY befriends a small group of them and unknowingly break their shackles, they discover that the Grimm are not the biggest monsters on Remnant... - Heavily AU, lemons, WhiteRose, OC's

50. Chapter 50

I know I was supposed to be unable to post things as I was in London for school for a few days (no WIFI and stuff) but I still managed to find some small ray of internet I could use to upload…this. Life from Londen, baby!

My fiftieth chapter. The end of RWBY Volume 2 in this fanfiction-canon and the start of…well, actually the continuation of everything that has been set in motion. Escalating and stuff.

So anyway; leave a review and tell me what you think.

RedGOzilla: nice, thanks for the compliment, that's good to hear. Let's see...I don't have a title for my book yet, unfortunately.

What I like about that particular fanfiction is what I ike about most crossovers; the interaction between the characters.

A Flying Tomato: you know me, I always aim to please. .

---

Professor Glynda Goodwitch scanned the area around her with keen interest, making sure to take in every single detail there was to see. Every loose part, every wrecked frame, every discarded gun. There had been a battle here, and a big one at that. Even here, at the outskirts of the city, there was still death and destruction.

What remained of an Atlesian Paladin lay collapsed in the ruined husk of a house, smoking. There were no human bodies around, thank goodness, but with this carnage…human souls wouldn't have made a difference.

"Professor Ozpin," she spoke into her scroll, which was recording her messages for the Headmaster to hear. "The Operative was here…but I think he is gone now."

She didn't know if he would respond or not, as it was somewhat of an open channel. In the end it wouldn't matter much; she had important things to take care off.

"Let me see…" the Paladin had been thoroughly smashed. The cockpit was breached, one of its arms had been pulled off…and the pilot lay half a dozen meters away from the battle-mech. Not quite no human bodies…"It looks like one of Atlas's scouting parties…protecting the borders, no doubt. It might have also been the Grimm, but…"

She looked at the body of the pilot again. Unmoving, helmet still intact, clothes scraped. All limbs were still attached and no giant, gaping wounds. The Grimm weren't responsible for his death, that was for sure.

"…but I don't think so. This doesn't have the signs of a Grimm attack…I think I am close."

Glynda felt anything but the steadiness she kept in her voice. She couldn't let Ozpin suspect how she felt about this situation –how much this Blackwood got to her. It wasn't just the idea that she was up against something that could kill with one single hit, because she knew how to deal with that. She would keep her distance and strike at him with ranged attacks. No…what got to her was what had been necessary to make the Operative what he was now. If Greystone and Yale were to be believed, Blackwood was different from the rest. Older, trained since he was but a young child...a true child-soldier, just like the ones supposedly used in the wars of old.

The thought sickened her to her core. What organization could look at children and see tools of war? It took a man with truly no heart to take responsibility for "training" such "soldiers". Sure, Huntsmen and Huntresses were trained from a young age as well, but there was a very definite difference between a thirteen-year-old volunteering to go to a combat-school, and a five-year-old being drafted into a ruthless military organization.

Onyx. Even thinking about the organization made her fume. How long had they been around to decide that they could simply do whatever they want? How far were they willing to go for their goals? If you fight for mankind and lose your own humanity in the process…you weren't much better than the Grimm. It was why Hunters were regarded as heroes by every child capable of reading; they killed the monsters that roamed the borders, but never descended to the level of a killer.

It was not an unfamiliar dispute. The whole thing with Greystone and Fireteam Lima and even Sergeant-Professor Johnson…sometimes it was necessary to take a life. Sometimes it was necessary to take several lives. But only after every other possible solution was taken and exhausted. Not a moment sooner.

Where did this leave her? And more importantly, where did this leave Blackwood? According to the rest, he was psychologically broken. Lost long ago, suffering from a mental debilitation that made him feral. If that was truly the case, he was better off dead. Ending his life would be a mercy, and it would save the lives of hundreds of other living beings. Other solutions had been attempted and they had nearly resulted in the deaths of teams RWBY, JNPR and LACG. Only a desperate, last-minute thought up by Jaune and Ruby had stood between them and certain death.

If she looked at it like that, it was clear where her duty lay. Blackwood was a danger to everyone around him, and he could not be captured or reasoned with. Even worse was the fact that he still seemed to remember his training. He couldn't be found, and it would take a seasoned Hunter to take him out.

On the other hand…Greystone lied. He lied about his own activities, about his past and his own state-of-mind. She could see it in his eyes too: he didn't trust her. He didn't trust her, he didn't trust any of the Professors and he didn't trust Ozpin. In fact, she didn't even sure if it was just distrust, or loathing what lay hidden in his dull eyes. There were only a select few whom he could tolerate in his presence and those few were not exactly the ones to take the necessary action.

What made him different from Blackwood? Mental stability? Self-control? The small group of people he could behave like a normal person around? Strip the discipline and stable environment, and what was left? A dangerous, deranged teen, hiding the soul of a murderer.

Glynda had heard about Ozpin's conversation with the boy. The Headmaster had taken several students apart for a private talk, including Blake Belladonna, Ruby Rose, Pyrrha Nikos and Alessa Noctis. The last one had been immediately after the expedition to the North. But Ozpin had also had a small conversation with Greystone, following the "anonymous" and "unexplained" attack on General Ironwood.

There had been no confession, and there had been no explanation. There had just been Operative Greystone with a loose grip on reality, and Ozpin had been mildly disturbed by what he had heard.

It took a lot to disturb the Headmaster like that.

The Huntress sighed and left the ambush-site. One Atlesian Paladin, at least a dozen of the Knights, and perhaps even some soldiers. All dead or destroyed, and for what? A hollow cause? The result of one man's ego?

Events like these made her wish that the Atlas military was governed by someone else. James was a fine man, he really was, and he had his heart in his right place. But the attack on his person had nearly been the cause for a diplomatic incident, and he had been furious. If he learned that his troops were being killed off by an AWOL psychopath, he would probably declare war on Onyx.

And despite all of her loathing towards Onyx, and all of her respect towards James Ironwood, she knew that such a war would only spell disaster for Atlas. She couldn't honestly say that she knew the true capabilities of the shadowy organization, but all the facts pointed to one thing: Onyx was more than the eye met. Ironwood would be in for a brutal war, rich with casualties and horrors. The Luna-Arcadia conflict on a greater scale.

The though troubled the Huntress more than she had expected. She pushed her glasses higher up her nose and sighed. The stress must be getting to her. She took this Blackwood-thing too personally. As soon as she would get back to Beacon, she would-

Her scroll vibrated, and a pre-recorded message played. It was a small whistle-tune, only a few notes long, but its meaning and purpose was all too clear: Vale was under attack. The creatures of Grimm had finally breached the defenses.

War was upon them all.

---

"Doctor Oobleck? Can I ask you a question?"

"Why young lady, of course you can! Curiosity is the foundation for new knowledge! What can I help you with?"

"Professor Adamant talked about something called a 'Bonding ritual' during one of his lessons. He didn't say what it was, but…"

"The Bonding ritual? That was truly a long time ago. Hundreds of years, perhaps even. Some cultures still partake in it, but it is a risky and dangerous maneuver. It involves two individuals, exposing their deepest and innermost thoughts and processes to each other. The intertwining of what makes them who they are –the ultimate cultivation of trust and teamwork-"

"Ehm…Doctor Oobleck? What does it mean?"

"Ah yes, I got ahead of myself again. The Bonding ritual is an elaborate ritual that results in the semi-permanent intertwining of the Aura of two individuals."

"…what is intertwining?"

"It means linking, you dunce! Doctor Oobleck means that people can actually combine their souls together!"

The conversation played strangely though Ruby's mind, like a track set to repeat. Memories of vague conversations, semblances of hope and comfort, her mind desperately trying to escape the horror of reality.

But there was no escaping. This was reality. Stuck in a pile of rubble right in the middle of downtown Vale. Her ears were ringing, but she couldn't feel her body anymore. It had been hurting like crazy before, but now the pain was numb.

And in its place, a growing sensation of horror and dread. Civilians, everywhere. Dozens of them, perhaps hundreds. And through the massive hole in the ground, created by the White Fang's rigged train, came the Grimm. They too massed in the dozens, perhaps hundreds. Only they weren't curious and frightened civilians. And they didn't hesitate.

Ruby barely had the time to crawl upright and brush the pieces of debris and rock off of her frail body before one of the Beowolves lunged for a nearby woman, pinning her to the ground with its sharp claws and powerful limbs.

People started screaming and running, and the Grimm were driven mad. Entire packs of Grimm, first stuck in the tunnels when the people of the infamous Mountain Glenn had sealed themselves off without success, had their first encounter with humanity in years. Massive Ursai lumbered towards the slow, helpless people, growling menacingly.

"Oh no…" Yang muttered. A siren started blaring. Then another one. And another one. Before Ruby knew it, the entire city was shaken up by the sounds of emergency alarms going off. Blake and Yang were slowly getting up and Weiss was leaning against a piece of debris. The explosives on the train had caused a massive crater, and it had created a breach large enough for the likes of giant King Taijitus and age-old Death Stalkers to pour into the city. Nevermores appeared from the sky, steadily beating their heavy wings until they were drifting over the city.

Ruby shook her head, trying to clear the blurriness that was plaguing her. Her head still hurt from the kick she had received, and the pain was slowly returning to her body. But she didn't need that now! She needed to focus and jump to action!

She could hear people screaming and begging all around her. Children were crying for their mothers, parents were desperately trying to protect their spouses and the Grimm…it made no difference for them. They attacked everyone they encountered; young, old, male, female…Faunus or human. None of them were spared. Ursai were rampaging through the streets, a Death Stalker made its way towards a crowd of civilians and a cluster of Beowolves were ganging up on a small group of civilians that had failed to get away in time.

Ruby tore her gaze away from the bleeding people and gripped her weapon tighter. Yang pulled at her shoulder and snapped, "Come on, we've got to do something!"

She nodded. Blake and Weiss were already armed and ready for the fight, resolute expressions on their otherwise pale faces. They would stand with her, and there was no need for orders. The King Taijitsu noticed them and roared, signaling multiple packs of Beowolves to attack them.

But Ruby was ready to return the favor. She planted her Crescent Rose firmly into the ground and opened fire. The initial salvo caught the first several Grimm right in their bony heads, and they splintered underneath her heavy rounds.

Several of the charging creatures came in too close, and she whirled around on her scythe, kicking them in their heads. But her weight and force weren't sufficient to kill the things, and they got back to their feet again.

Faster than normal, too. More collected. Were these Beowolves older? More intelligent?

It didn't matter. Weiss jumped in after Ruby and slashed at the three remaining Grimm, killing them with precision strikes. She then summoned one of her glyphs and created a massive ice blade, which cut through another five Beowolves as clean as her blade did. "We need help. There's too many!"

Bolstered by the timely arrival of her partner, Ruby replied, "They'll get here!"

That was all the time they had before the main bulk of the Grimm was upon them, and then all measures of reprieve were washed away in a tidal wave of black bodies and screams. Ruby whirled around with her scythe, cutting through one wolf after another. She bisected them, beheaded them and dismembered them, but there was always another one to take their place. With her Semblance she dashed back and forth between the dozens of Beowolves, never taking more than a few seconds to chain a combo together before moving again. An alpha creature succumbed to a giant slash in the throat, a more aggressive but smaller wolf was beheaded with one fell swipe and a ravenous duo both lost their lower bodies with her last hit.

But Ruby could feel the exhaustion of the past day rushing back to her. Falling down the hole, being beaten up and captured by White Fang troops…abusing her Semblance to escape…she had failed to keep a close eye on her stamina. For all her training and determination, she was still younger than her team. But she wasn't going to give up! There were people dying!

She didn't see what Yang or Blake were up to, but she could hear it. She could hear her sister screaming in rage and things exploding as her Shotgun shells smashed into them.

But there were just so many of them. Ursai lumbered towards them like walking tanks, shaking the foundations of nearby buildings. Horns and spikes protruded from their bulky masses, making them resemble classic pictures of devils and demons. A massive King Taijitsu followed in their tracks, crushing buildings as it slithered towards them. Did these buildings hold people? The alarm was still going strong, but there were so many civilians here-

A car flew over her head and smashed into one of the Beowolves that remained, sending it flying into another house.

Yang and Blake jumped overhead, with Blake moving to engage the remaining Beowolves. Yang, trailing fire and heat, went straight for the Taijitsu. The enormous serpent hissed again, but Yang was on top of it before it could get halfway through its intimidation-thing. She ripped into its eye with one hand, after which her massive momentum kept her going. With a feat of massive strength, she tore the thirty-foot snake towards the ground and cracked its head open on the pavement with an audible CRACK.

"Damn," Ruby muttered, but just like before, there was always another monster to take its place. A huge Ursa took a swipe at Yang, who blocked its attack and punched back, knocking it on its behind with a single blow.

And then a Death Stalker tore its way through a building to their right, outright flanking them. Yang gave a short cry of surprise and Ruby only just had time to bring her scythe to bear before it struck-

-and Nora Valkyrie came virtually out of nowhere, slamming her hammer on the thing's head and stunning it for a few moments.

"Nora smash!" the girl gleefully cried.

Pyrrha, Jaune and Ren soon followed. They landed a good distance away, having probably jumped out of their airship or something similarly silly.

Ren and Pyrrha immediately rushed towards the various packs of Beowolves, which were mauling the civilians that had failed to escape during the initial confusion. Nora smirked at Ruby, saluted her and then moved out as well.

Ruby didn't believe that team JNPR knew how serious this was yet. She hadn't seen a whole lot of it, but the damage to the city was…significant. More and more Grimm were pouring out of the opening, and Oobleck still hadn't returned. And Zwei…she should have never smuggled the dog with her. When Taiyang had sent him over, she had been ecstatic. But now…how serious was this infestation? How many Grimm were there? How many would still arrive?

She could see Pyrrha fending off several Beowolves with her spear, jabbing and slicing with perfect accuracy, while Ren displayed some impressive martial arts by taking down two Ursai.

The Death Stalker slowly regained its senses and it began smashing its claws around, pulverizing the walls of nearby buildings and crumbling even more structures. Blake and Yang dove out of the way of its starting rampage and Ruby, remembering how past attempts to fling herself at a giant scorpion had gone, chose to follow her teammates.

A Nevermore shrieked its challenge to all to hear and folded its wings in, surging towards the ground in a divebomb aimed straight at the spot where Jaune was facing down three Ursai on his own.

Despite the impressive size of her foe, and the small chance of stopping its flight now that it was on the move, Ruby still folded her scythe into its sniper-form and sighted in on the giant bird. A few shots could get its attention…and divert it away from Jaune, who may or may not escape the Grimm's attack unscathed. He was fending off his own enemies without fear or hesitation, striking quick and decisive blows whenever something closed in on him, but he was oblivious to the threat in the sky.

But then Ruby saw something else approach, and she stayed her hand. An Ursa crept up on her from behind and she dove out of its way, positioning herself at the top of its bulky body with the blade of her scythe at its throat. She pulled the trigger on her gun, using the considerable recoil to tear herself and the beast's head clean off. In the middle of spinning around to get her bearing on the ground, she caught glimpse of the diving Nevermore being perforated with hundreds of high-caliber rounds, which impacted on its feathery body with such force that they blew it completely off course.

She landed on the ground and swung around a charging Beowolf, which had reacted faster than its brethren. It still lost its legs for its blind swipe though.

It was an Onyx dropship, black, floaty and shimmering as if it was made out of water. A chin-mounted turret was searching on the ground for more targets while the familiar hatch in the back opened up, allowing two figures to drop out and land on the ground.

Ruby's first response was that of disappointment. After all, how were they going to beat back this invasion with just eight students and two Onyx soldiers? They might as well have sent a burial guard!

But then she spotted the tall one, and she recognized the long, grey feather attached to his hip. The smaller one didn't wear a helmet, and her brown, messy hair didn't work well to cover two fluffy ears that stuck with more prominence than Blake's –even on bad days.

Ruby didn't recognize the girl, but she knew it didn't matter much. They might do good, they might do bad, but Onyx excelled at one thing above all: killing.

More ships approached while the two looked around, getting a good view of the situation no doubt. One of them was a Beacon airship, which came from the Academy's direction. The other ones had to belong to the Atlesian fleet; there were dropships deploying those cool robots, and even an enormous vessel that could be the flagship. Ironwood's military!

One by one, their friends and allies appeared. The Beacon ship touched down and dropped a handful of soldiers –Ruby's favorite soldiers, in fact. For the very first time since they had lost Clayton, Fireteam Lima was up and ready to defend their friends from the Grimm menace. And it wasn't just the three of them, either.

"We brought people!" Ash's cheerful voice rang out all the way from over the ship. Someone else jumped out of the ship too; it was a boy with short, light-blue hair and the same type of rifle that Will always employed. He rolled over his shoulder, brought his rifle to bear in one smooth movement and opened fire, dropping stray Grimm forms with beautiful headshots without collateral damage.

The droids that the Atlas fleet had dropped –Atlesian Knight's, if she remembered correctly-didn't have a lot of tactics or maneuvers to work with. They just…stood there, firing away at the Grimm like a trigger-happy squad of Operatives, minus the accuracy and elegancy that usually went coupled with it. What they lacked in tactics and firepower, they made up for in sheer numbers. They gunned down a group of Ursai when the creatures charged at them, and even though some of them were flattened by a Boarbatusk, they just kept going.

But there was something wrong. The brown-haired girl with the spiky ears wasn't watching where she went! With clawed gauntlets and spiked elbows, she tore a path of destruction and death through Grimm and robots alike. It was like she was deliberately not making any distinction between friend and foe! On one occasion, she grabbed the neck of a Knight, ripped its head and arm off with one movement and used its gun to riddle a large Beowof with bullets. Then, when the Beowolf's buddies came for revenge, she promptly punched one's head straight off and grabbed the other one by the throat. Two Knights came running around the corner to assist her in killing the Grimm –which was about twice her size- but she actually growled at them and flung the wolf at them in a display of strength that could rival Yang. The Beowolf didn't get up as well, leading Ruby to think that the girl had crushed its entire throat with just the one hand.

She took a hit after that –the full brunt of a charging Boarbatusk. But instead of falling or stumbling, as any normal person that was not Yang would have done, she stood there and took it without budging an inch!

Ruby watched the Faunus slam the adult Boarbatusk on its back and slam her fist into its belly, punching straight through its body in the very first attempt. Her fighting style was…sadistic. Cruel and violent, with no regard for the safety of the people around her. Ruby made a mental note to keep her team far away from the Faunus, before turning her attention to Ash, who was surrounded by Beowolves that were ambushing him from the rooftops. The Knights around him were either dead or distracted, and neither Cal nor Lily was anywhere to be seen and the mysterious male that had accompanied them was gone too.

Were they mad? Leaving mentally-damaged Ash all alone in this fight? That was completely irresponsible! What if he got hurt?

Ruby briefly looked around. Sun and Neptune had arrived on the scene as well, but they were too distracted by the shiny fleet above their heads to be of any use. It was up to her to fix this.

Ash was armed and geared up just like the rest of his team. He carried what looked like a single-slug shotgun in his arms, and he had also donned his helmet. He looked ready for war…but one couldn't just forget the strange things he had pulled and said.

A Beowolf jumped at the lone Lima and he pulled the trigger, blowing a fist-sized hole through the Grimm's chest, right at the place where its heart was supposed to be. He cocked the weapon just as another one lunged for him and that one too got a chest filled with…slug, Ruby supposed.

An Ursa jumped down behind Ash and, before it could even touch the ground, the kid whirled around and swung his weapon –which wasn't a shotgun anymore- at the beast's neck. Like a strike of thunder, instantaneous and without mercy. The Ursa fell to the ground in two pieces, and the rest of the Beowolves fell upon the lone soldier, who was now brandishing a wicked-looking set of machetes.

Ruby halted in her tracks and looked on as Ash proceeded to brutally and effortlessly cut the Grimm apart. He moved in ways that she doubted even Weiss could when she put her mind to it –only Blake was more agile than he was, and he was just as fast. He seemed to know enough about Grimm biology to deal out death-blows without having to resort to only decapitations; he impaled them on the broad blades of his machetes, carved through vital areas with single slashes and dodged attacks he couldn't have foreseen. By the time Ruby got within fighting range of the Grimm, they were already dead and gone. Cut apart by the razor-sharp edges of his blade, taken unaware by the unpredictable nature of the small human.

She swallowed and remembered how his story had ended; with the brutal, bloody deaths of all the militiamen who had attempted to kill him. Whatever Ash may have been, his body was still that of a seventeen-year-old male, trained by years of hardship and ruthless training.

There was a valuable lesson to be taught there, only Ruby didn't quite see what.

Another dropship dropped reinforcements off, and Ruby could see team CFVY mobilizing to take on the Grimm threat. There was the big guy, Yatsuhashi, with his large sword, creating a large shockwave to knock the attacking Grimm back. There was the smaller guy. Fox, who delivered a series of slashes and punches at a large Ursa, killing it effortlessly. Velvet performing a series of acrobatics to knock an alpha Beowolf back and Coco, the leader, casually walking towards the fray with the air of someone who was going to throw away a bag of garbage.

It infuriated Ruby to no end to see the brunette strolling down the road without a single apparent worry, while there were innocent people lying on the streets right now, dying and bleeding, because of the choices of a mad man. And Coco…she was just taking this as another field trip, as if there was nothing wrong at all.

Fox backed off, and Coco approached a large Beowolf. She spoke to it, telling it that it had destroyed her favorite clothing store, and that it was why it had to die.

Ruby scowled. She had always thought that Velvet's team was cool and that they people to look up to…but then professor Adamant had taught how to broaden her horizon. Mental skills. And she had looked. She had seen how much Coco loathed the likes of Will and Cal and how she was one of the clear "civilian Bobs" that the Onyx troopers talked about. It was easy to understand seeing that what they knew about Will couldn't be anything good, but looking at the likes of Ash…and how hard it was for him to look at civilian life and remember what he could never gain back anymore? It made Coco more of a naïve girl than Weiss had ever been.

The girl used her weapon to carve through a Death Stalker, before opening fire on a Nevermore, which promptly crashed down on top of one of the relatively undamaged buildings, flattening it.

Hypocrite.

Frustrating as CFVY's sudden appearance was, it did help turn the tide against the onslaught of Grimm. Ruby recognized the soldier who had been with team Lima as Frost, Weiss's source of frustration and residentiary grumpy soldier. He teamed up with the violent Faunus girl, strangely enough. He called her out before touching her shoulder, probably to prevent a friendly-fire incident. She punched his shoulder in that same affectionate gesture that Yang used, only this time it caused the receiver to nearly crash against the ground in response. The big Granit laughed aloud and handed the stumbling Frost a ruined piece of Beowolf skull-plate. An inside joke?

Cal and Ash reunited with Lily, and together they watched a Nevermore get gunned down by the dropships, after which it crashed into the ground.

Weiss approached Ruby with a shy smile on her face, hiding her horror at what the Grimm had caused. "I guess that was it, right?" she awkwardly said, holding her arms behind her back.

Ruby only nodded. She didn't known how many civilians had died, but she had gotten the chance to witness firsthand what happened to humans without an unlocked Aura or badass training.

Though for a brief moment, the collective warriors and soldiers stood their ground, watching their surroundings with trained eyes. Fireteam Lima stood together, the Onyx Agents formed a loose triangle and the Beacon students stuck to their teams. Coco casually put her chaingun away once more, and all was calm. The air grew still and thick and silence reigned.

Then, without warning, the ground roughly a few meters behind the idle team CFVY exploded outwards, showering the area with pieces or rocks and debris. The older students reacted immediately and jumped away from the crumbling ground, which violently expanded outwards, consuming multiple buildings and cars until it was large enough for multiple dropships to fit into. Something dark and massive bulged out of the hole, but there were no white spikes or armour-plates visible. What was-?

The streets ripped themselves apart as six massive limbs emerged from the ground. Buildings collapsed, Paladins fell down the hole and Knights were crushed by falling debris. Someone yelled, while Ruby screamed for her team to duck to cover. She could see the Faunus-girl stepping forward to face this new threat, as well as Coco and Fox. Yatsuhashi moved to cover Velvet and team JNPR fell back altogether.

The massive bulk of a black creature emerged from the hole, easily three times as high as the Atlesian Paladins. It possessed six massive limbs, all ending in blunt, gigantic claws that were individually as large as an adult Ursa. The Grimm raised itself out of the ground and rose, rose higher than the tallest buildings. It was enormous, easily dwarfing the same version they had seen in the North.

"Juggernaut!" Ruby yelled, but only her team heard her. Everything and everyone opened fire at once, and she could see Coco raising her minigun again.

The Grimm shook its massive, elongated head around, as if searching for targets. It best resembled a giant beetle, though the white plates on its limbs and claws were iconic for Grimm. It didn't possess eyes, only a massive jaw that was lined with sharp, short teeth. The thing was as large as the Goliaths that Oobleck had shown them –and in direct contrast to the elephant-like creatures, it was very hostile.

The high-caliber rounds fired by Coco and the Atlesian fleet initially tore through its plating with ease, chipping away at its armour and creating massive holes in its bulk. But that did not last long. Slowly but surely, the damage caused by the machineguns grew less and less noticeable, until eventually the weapons did nothing more than bounce bullets off of its body.

It was already growing immune.

Coco huffed with annoyance and took a few steps back to get a better view at the ink-black underside of the Juggernaut, where its supposed weak-spot was. The creature was so massive that it blotted out most of the sun with its body, and all that Ruby could see was its underside. Each leg was several stories high and thicker than the main body of a Death Stalker. A deep rumbling emanated from within its impossible body, mechanical and alien in nature.

Ruby knew better than to pepper it with her rounds, but she felt her heart sink with the realization that they would need something better than the amassed firepower of Ironwood's fleet. Downtown Vale was already destroyed; the creature caused so much collateral damage with its body that it's presence alone would be the city's undoing. Even Coco, who had shot down two Nevermores with her gun in a few well-places salvos couldn't do anything but glare at the thing.

Her mind racing to find a way to resolve this situation, Ruby turned towards Yang, who was standing a few meters away from her with her fists raised. "Yang! Where is Will?"

"I don't know," Yang replied, her eyes filled with rage. Even her voice was trembling. "Not here! How do we stop this damn thing?!"

Not. All they could do was lure it away from the city and towards a place where it couldn't do any damage, just like before. But where? Not towards the evacuation centers, because there were hundreds, if not thousands of civilians there. A forest? No, that would take too long…

They needed help. They needed more than this –they needed Onyx, and all that the organization could bring to bear. Perhaps with a hundred well-trained Troopers, they could bring this thing down. But they didn't have that much people, and all they could do was lure this creature away until they did

Motion blurred at the entrance of the sink-hole and two large claws wrapped around the edges. A horrifyingly-familiar head appeared at the far side of the hole, where a new Grimm drew itself around the edge. And any semblance of hope that Ruby still had faded away when she recognized the terrible, eyeless face.

"Tormentor!" she yelled, bringing her scythe to bear and immediately opening fire on the Grimm. It didn't make a sound as it pulled itself out of the hole; it wasn't as if didn't even interact with its surroundings. The ground didn't shake, the rocks didn't roll and there was nothing to indicate that it was there except that it was right there.

While Yatsuhashi pulled Velvet back and held his sword in front of them, Coco shifted her aim at the mental Grimm and opened fire. The salvo of rounds ripped through its relatively-weak body with ease and came out at the other side, where they impacted on a house that was still standing.

With its torso absolutely shredded, the Tormentor swept its horrible gaze around the battlefield. Whereas the previous one that team RWBY had encountered had had eyes behind its skin and flesh, this one was still devoid of anything that resembled a face. It just gazed at them with its eyeless mask of hate, not fazed at the least by the black, oozing mass that was its chest. Smaller Grimm escaped through the massive crater-hole in the ground –dozens of new Beowolves and Ursai, armoured and ready for the slaughter- and the Tormentor's gaze settled on Coco.

The chaingun crashed to the ground.

Coco started screaming. It was a high-pitched, desperate scream that shook Ruby to her very core. Fox rushed forward towards the Tormentor as the remaining units shifted their fire to the new threat. Sniper rounds, shotgun blasts and laser shots tore through the Grimm's flesh, burning and shearing through its body without stopping it. Cal and Ash tore the thing's head asunder by combining their firepower with two of the remaining Atlesian knights, but there was a tough core underneath the easily-damaged tissues, and the hail of fire did nothing to stop the creature's merciless assault on the mind of CFVY's leader, whose knees had given away underneath her body.

Throughout the firing and screaming, the assembled Grimm never made one move. They stood there, half hidden behind the rubble and debris, glaring daggers at the assembled humans. Ruby caught a flicker of motion behind them, but she didn't dare look away from the Tormentor, which was making attempts to smash Coco's body into a bloody pulp. Yatsuhashi and Velvet combined their efforts to stop it, but they couldn't hurt it. The massive Grimm regenerated from every single injury and its reflexes were completely unlike any monster they had fought before. It swept at Fox with a mighty crack of its tail, sending the tanned fighter crashing into a rock.

"We need more firepower!" someone yelled. "Someone get a call to HQ!"

The pieces of tissue and skin that dropped to the ground instantly evaporated, creating a black miasma that made it nearly impossible to spot the assembled Grimm. Ruby spun around with her Scythe and carved a large gash into the neck of the Tormentor, but nothing seemed to stop it. The Juggernaut above them was moving around with the deliberate leisureliness of something that didn't have a thing to worry about, but Ruby saw what it was doing. It was moving to shield the Tormentor from Ironwood's fleet, so that they couldn't tear up the thing with their heavy machineguns. It proved that the mental Grimm could be killed with massive firepower, but they didn't have it!

Ruby stopped at the crumbled walls that had once belonged to a bakery and took a deep breath. She spotted team JNPR making their way back and a few dropships flying in fast and low, coming in from the edge of the Kingdom.

The Juggernaut shifted its weight and placed a massive limb in front of the Tormentor, whose mass had nearly been depleted by the combined firepower of two teams and the present military. It was buying the damn thing time to heal! Where did its mass come from? How could it heal like that?

One of the dropships came in close and unloaded one of the first groups of people that Ruby wanted to see during this crisis, plus one Braunschweiger. But at the same time, the wall of Grimm stirred. The young Rose had one heartbeat to understand what was going to happen, before the army of darkness charged. And in that heartbeat, she spotted a new figure among the crowd of monsters. A figure that stood different from the hunched creatures charging past it. It looked almost human, except for the fact that it was utterly, utterly black, and seemed to possess a long whiplike tail.

Braunschweiger took up a position alongside Professors Port and Oobleck, the latter of whom had managed to escape unscathed. Beacon's cleaning-lady wore a sleeveless shirt and a bandana around his forehead, as well as two large, bulky assault rifles. Even though Port's firearm could transform into an axe, it just couldn't compare to the Arnold duel-wielding two-handed weapons.

"Get out of da choppah!" he yelled, firing into the crowd of Grimm even as the two Professors rushed to meet their foes head-on.

Ruby could see Lily dispatching of an adult Ursa by stabbing it through the throat, before stopping near Coco's convulsing body and dragging her to safety. Cal and Ash immediately focused their fire to cover her, maintaining their team-cohesion perfectly in the face of this threat. The Grimm didn't wash over them like a tidal wave of feral monsters; there was something else off about them. They were…different. Their approach was less feral and more organized: droves of the wolves now took care to surround their prey before attacking, seemingly waiting to charge until they had at least three directions of approach.

With Crescent Rose in her arms, she propelled herself away from one such ambush. Its blade hooked around the metal protrusion of a car, stuck inside of a wall, and she created some distance between herself and the enemy. From on top of that position, she could oversee a large portion of the battlefield. She could see team JNPR being forced back into a main street, fighting off a group of Grimm that displayed the uncanny intelligence to cut through stories and walls. She could see Fireteam Lima fighting for their lives to get both Coco as Fox to safety, while Yatsuhashi did his best to protect both them as Velvet, who had collected a nasty injury to her right arm, but kept on fighting regardless. The Tormentor was fully healed and back in the fight, swiping through the front-lines with its massive talons and long tail.

And that small bastard was still there! Ten feet tall at most, with nearly human proportions. Actually, it looked a bit like a mini-version of the Tormentor. Only it wasn't a baby, because its body was all different.

While Ruby watched the small Grimm near the back of the army, the creature lifted its arm and pointed at the last remaining Atlesian Paladin. A group of no more than four Ursai launched themselves off the roof and landed on top of the large droid, before prying open the cockpit and tearing into sensitive hydraulic systems that were only barely visible.

Her blood ran cold. The Grimm obeyed the smaller one. It was a leader –a leader-Grimm. It made them act with cohesion, tactics and intelligence!

The Grimm had something that made them more than feral animals, destroying the one advantage that humans had over them.

---

Jaune stumbled backwards when the Beowolf lashed out at him with it hind leg, catching him on his shield and nearly knocking him to the ground. He scrambled backwards and hurried to cover himself before the creature could tear him in half with its claws. The heavy limb bounced off of his sturdy shield and in that brief moment, Jaune struck. He jabbed at the Grimm with his sword, sinking the blade deep into its chest-cavity and killing it.

But reprieve had to wait. He pushed the dead body off of his chest and jumped upright, but something immediately crashed in his back and tore him to the ground again. He shouted in surprise, but he kept a hold on his sword. His mind briefly switched back to the battlefield in the North, where an artillery shell had exploded near him, knocking him to the ground. He had gotten upright then, living to the next day to fight Blackwood. A simple, stupid Grimm wasn't going to kill him.

Pulling himself away from the creature on top of him, Jaune tucked his limbs in and twisted his hips. After that, he started pulling with his arms, dragging himself ahead with his shield.

His shield!

The Grimm wasn't too heavy, so it couldn't be an Ursa. He also wasn't dead yet, so there was that too. Jaune lashed out behind him with his shield, bashing the Grimm on top of him in what was probably its face. He heard something crack, followed by a loud growl. He had hit something.

Another smash and he had gained enough room to twist himself around, facing his attacker. It was a small-sized Beowolf, nearly old enough to have grown its facial plates. It showed; there were cracks on its face and some of its teeth had been smashed by the tough shield. The thing had managed to sneak up on him, even though he had been taking Aura lessons with Pyrrha? He must have been really distracted.

Jaune struck the creature with his sword, slicing its head off with one swipe. Behind him, the looming Juggernaut moved another one of its six legs, crushing another building to pieces. The thing towered above every single building in the city, standing as tall as the tallest tower in Beacon. Just…enormous. How long had it been underground? Where had it even come from?

More importantly, how were they going to beat it?

He spotted Pyrrha fighting her way free of another Grimm ambush on her own, using her spear to keep at least three Ursai away. Occasionally a Beowolf would leap at her, only for her to spin around and cut it down in an instant.

But Jaune could see that they were wearing on her. She couldn't leave her position to go on the offensive, because the Grimm that were holding back would attack her as well.

He hadn't seen that ever before though; creatures of Grimm holding back and waiting for an opportunity to attack. The only thing they ever did was attack. Attack, charge, kill. So what were they waiting for? Why were they so…so organized? Organized enough to push Pyrrha Nikos on the defensive?

Jaune started moving down the sloped street. It had taken team JNPR long enough to finally make their way back to the epicenter of chaos after they had attempted to aid the civilians escaping from the Grimm onslaught, but now it seemed that they were still too far away from the real battle. RWBY was facing off against all sorts of Grimm, including another massive one like they had encountered before, while he and Pyrrha were stuck trying to get to them.

What did it say when a bunch of Grimm and Ursai could stop him and his partner from reinforcing their friends? Not a whole lot of good.

"Jaune!" Pyrrha cried, stabbing one of the Ursai through its right eye socket.

She was worried for him, but he wasn't the one in trouble. "Coming!" he yelled back, watching two Beowolves stalk him from the rooftops. The creatures had stopped their intimidation tactics altogether; the Beowolves no longer howled, the Ursai no longer roared and swung their limbs back before an attack and all of them seemed to have become more conscious of their limits and reaches. One of the wolves surrounding Pyrrha swung a clawed paw at her head, which she deflected with her shield. Immediately after that, the Grimm took a step backwards to avoid the same strike that had killed one of its buddies.

"No, look!"

Jaune whirled around and saw that the area around the initial sink hole had exploded. Pieces of debris and shrapnel went everywhere and large jets of flame shot into the sky. Shortly after that, there was series of rapid explosions, but smaller this time. The Juggernaut pulled its leg in the air, away from the new source of incoming fire –and with good reason. Large chunks of armour and flesh had been burned off and a crisscrossing pattern of cracks ran along its length, covering nearly half of the massive appendage.

That could mean only one thing: team LACG was in the house.

Finally.

In the distance, the Tormentor stepped into view again. It was fending off an attacking Lisa and Cardin of all people, while that smaller Grimm exchanged several blows with Cho and Dove.

But the Grimm didn't allow the reinforcements to stop them; more and more of the creatures poured into the long street that he and Pyrrha were trying to keep clear and they all carried themselves with a clear sense of purpose; they didn't charge mindlessly into combat, but they waited for an opportunity.

Even as Jaune ran towards Pyrrha to try and defend her from the creatures of Grimm, one of the Ursai blocked a lunge to its throat with one of its spikes and retaliated with a devastating swipe. One that Pyrrha couldn't block; the monster caught her just as she had spun around to face another Beowolf and the attack caught her off guard, throwing her off her feet and into the arms of another waiting Ursa.

Jaune shouted to get their attention, but they didn't allow themselves to be distracted. Four Beowolves jumped off the rooftops just as he was close enough to save his partner and they blocked his way –only they didn't attack. If they had attacked, he could have killed them quickly and move on.

But it wouldn't make a difference! He brought his shield to bear and jabbed at one of the creatures, intent on stabbing it through its throat. But the creature stepped back and grabbed a hold of the blade of his sword, pulling him off-balance.

Jaune was willing to comply. He faked stumbling forwards, and then pulled his sword up and away, cutting through the clawed paws of the Grimm. Immediately after that, he smote it across the chest with a diagonal slash. He blocked another attack to his side with his shield, then hacked at the Grimm directly behind him. If they wanted to play intelligent, he would play pragmatic.

A salvo of gunfire exploded somewhere behind him and the heads of the Grimm he had yet to kill snapped backwards, a trail of black liquid seeping from the new holes in their heads. That included the Beowolves watching them from the roofs and two of the Ursai wrestling with Pyrrha. The lumbering brutes fell over dead and Pyrrha was able to turn the tide of the battle. Jaune watched as she stabbed the last Ursa in the chest, before finishing it off with a shot of her carbine.

"Will!" Jaune yelled, leaning against a nearby wall for support. His arms were trembling and his legs aching. "You're here?"

The Operative walked down the road with his pistol in one hand and a wicked-looking knife in the other. He didn't look very Onyx though; he had exchanged his helmet for a mask with a skull-imprint on the front. It looked a bit like a tightly-fitting ski mask, but less plushy and more very nasty. It was the same mask that teams LACG and RWBY had reported seeing him wear during his little saboteur-escapades. That wasn't very promising.

What was even less promising was that the Grimm around them suddenly hesitated. They took a few steps back, queued up on the road to form another pack and glared daggers at them, but they didn't attack anymore.

Will calmly reloaded his weapon and took one look at the Tormentor wandering down the road –or so Jaune guessed. He was getting some really bad vibes from the soldier right now, and Grimm were really attracted by negative feelings and emotions as was said, it spoke volumes about their odd behavior right now.

"Where is RWBY?" the Operative asked, sounding a bit muffled by his mask. Most of his clothing was still the same as before; black, pieces of armour strapped to places. Lots of holsters for knives and ammo and the like.

"Down the road, past the army of Grimm, beyond the soul-invading Tormentor and underneath the Beacon-sized monster," Jaune weakly commented. It sounded more sarcastic than he had wanted to. "If you help us, we can fight our way towards them together-"

No such luck there. Upon hearing where he could find Ruby's team, the Operative burst into motion. He broke into a flat sprint down the road, directly towards the ravenous pack of Beowolves waiting for him.

The creatures of Grimm reacted as if they had been waiting for exactly that opportunity . A Death Stalker tore its way through a shop, heading straight towards Pyrrha, while a giant Nevermore flew overhead and turned to face them.

Greystone opened fire as he went, but only half the shots he fired actually hit their targets. He was upon the Grimm sooner than he should have, engaging them in melee combat with nothing more than his oversized knife.

But as it turned out, he didn't even need it. The first Grimm lunged for him, and he spun around it, guiding its attacking arm with him towards the ground in one smooth movement. The Beowolf crashed face-first into the pavement and a quick knee-movement crushed its neck. Jaune didn't even know how that worked. He didn't even know how Greystone fought against Grimm; RWBY had seen him in action, LACG had seen him in action and judging by their comments, the fight against Mercury wasn't indicative of his normal style. He had been pulling Yangs there, punching and kicking with surprising ferocity.

No such moves here. Short, elaborate motions, lots of side-stepping and spinning like a martial arts movie and tons of broken appendages for the Grimm. The Operative swung himself over the shoulder of one Ursa while holding on to its head, breaking its neck with an audible crack. Immediately after that he stabbed a Beowolf in the jaw with his knife and dove underneath another attacking one, delivering a lethal jab at its spine.

Jaune could barely follow it. It reminded him of Pyrrha's fight with team CRDL, except that the flashy movements were replaced with death-dealing ones. He had only seen Blackwood fight like that, fending off three teams at once without difficulty.

Pyrrha kicked herself away from the Death Stalker, taking it with her to a point further down the road where she could better fight it. In the few moments that Jaune needed to get to her and help her fight the big scorpion, Will had torn through three-quarters of the entrenched Grimm. He dispatched one last Ursa by opening a rapid series of stabs with his knife, followed up by one open-palm strike to the thing's chest. After that, he just kept going. He charged down the street and covered the distance in mere seconds. He was almost at the end of the street when the small Grimm noticed him. The thing pointed at the sprinting Operative and a second later, the big Tormentor glared at him as well.

The soldier stumbled and fell as if his legs suddenly stopped working. He rolled over his side a few times and came to a painful standstill against the side of a car, which dented with the impact.

And then Jaune saw something that shook him more than anything had ever done before, barring seeing Yang nearly being killed by Blackwood. With deliberating slowness, Greystone pulled his pistol out of his holster. Jaune could see it happening as if in slow-motion…or perhaps it was happening in slow-motion. He wasn't sure which. The Operative grabbed the butt of the gun with two hands, both of them visibly trembling.

Jaune took a few steps towards the fallen soldier, a horrible thought forming in his head. But Pyrrha was still fighting the Death Stalker off and she couldn't do that on her own.

Will grunted. Slowly, his hands –still carrying the gun- went up. Inch after inch, he raised the pistol again.

Only the barrel wasn't aimed at any Grimm.

There was no way he could reach him in time. More Beowolves jumped in-between him and the soldier and behind him, the Death Stalker loudly hissed, as if to remind him of its presence.

Greystone groaned and the trembling in his arms increased, to the point that his entire body was fighting against the gun that he was slowly aiming at his temple. His grunts of exertion were growing louder and more desperate and his index finger crept to the trigger, but not quite yet.

"Pyrrha!" Jaune yelled. "Do something! Use your Semblance"

He didn't know if she heard him. She couldn't get the Death Stalker away from her and if she let up for one moment, it would get her. There was nothing she could do.

With growing horror and dread, Jaune turned his eyes to the Operative again, struggling to find a way out of this nightmare. Will's finger curled around the trigger and the barrel aligned with his temple. Was the magazine empty? Was the safety on? Would the gun jam? Would his Semblance heal him? Of all the students and professors and soldiers in the city, was there nobody around to help them?

Greystone took a deeo breath –and his left hand clawed at the side of the gun, ejecting the magazine. The clip hadn't even hit the ground before he pulled the trigger once, then twice. Both times there was a quiet click and both times, Jaune flinched as if he was being shot himself. There was no explosion, no gore, no echo. The magazine lay there on the ground, filled with bullets. The empty pistol clattered to the ground and Will slumped over, unmoving.

Jaune looked at the Tormentor, below which the smaller Grimm had already turned its attention back to the main group of students attacking it. Then he looked at the Death Stalker attacking his partner, and he clenched his fists.

---

The Juggernaut overhead was slowly turning itself towards the west, where Beacon Academy lay. If it got there in one piece…it would probably tear the Academy down. It was tall enough to just walk through the place and obliterate it. And then what? With Beacon as well as the CCT gone, the Kingdom would be at the mercy of the likes of Onyx; no other Kingdom would find out what had happened! There would be no communicating, no asking for help!

Weiss raised her rapier again and prepared herself for the next onslaught. She could hear the deafening fire of General Ironwood's airships as muffled impacts only, uselessly flattening rounds against the impervious armour of the six-legged monstrosity. This was the creature that her team had described; the Grimm with Semblance. The ability to become immune to all attacks given enough time. And it was old. It was larger than the largest Grimm she had ever seen, and it was already immune to bullets and explosives. What was worse was that the creature was not their largest threat.

That would be the Tormentor, of which she had vivid memories. Wherever it tread, warriors would fall. And because of that, everybody had scattered. Nobody could allow the be caught with their entire team in its terrible gaze, as all it needed to take you out was to catch you in its glare. Individuals could hide easily in all the rubble and wreckages, but that would leave them open to the other Grimm. The opening that had been created by the White Fang's train was one thing, but the enormous gaping crater that the Juggernaut had caused was enough for wave after wave of creatures of Grimm to pour out of. Entire groups of Ursai emerged at the same time, packs of Beowolves came out sprinting and ready for blood and even Death Stalkers and Boarbatusks would emerge in groups.

One such Boarbatusk came right at her, its white tusks gleaming oddly in the darkened light and shadows that the overhead Juggernaut caused. Weiss took a deep breath and focused, channeling her Semblance to change the environment to her wishes. A black Glyph appeared a few feet away from the charging Grimm and a split-second before it could enter the field, Weiss jabbed Myrtenaster upwards, taking the Boarbatusk along with the Glyph into the sky. She inverted the symbol and released control, smashing the creature into the ground mere meters away from her position.

It received no time to recover. Weiss walked up to the monster while its belly was still pointed at the sky and pierced its body with a fatal thrust. The Grimm screamed and died.

But there were others. Many more. Weiss could see two members of team CRDL –she believed they were Sky and Russel- fighting for their lives against a stranded Nevermore, which was proving to be more than they could handle. How long had they all been fighting now? How much longer would they need to hold this off? Who would prevent the Juggernaut from crushing Beacon when it scaled the cliffs? Because it would find its way to Beacon. She was sure of that.

More explosions went off in the distance, courtesy of team LACG. Or what was left of team LACG; Weiss wasn't even sure who was still capable of fighting right now. Half team CFVY had gone down when the three new Grimm had appeared, which might have had something to do with Coco being unwilling to fall back. Velvet was still out there, but with the massive monstrosity right above their heads, there was no place to safely keep the wounded. Where Coco and Fox were right now, she did not know. All Weiss knew was that everybody would die if they didn't take out these three…leaders. They were not individuals, because Grimm lacked souls and everything that made a person real and alive. But what else could they be referred to then? There was nothing like these creatures of Grimm; the Tormentor, the Juggernaut and the new, smaller one that commanded the rest of the Grimm.

Weiss hefted her rapier again and struck an Ursa Major, which had been tearing the cockpit of a fallen Atlesian Paladin open to get to the pilot inside. The creature shrieked and shook itself, forcing Weiss to step back to avoid getting smacked in the face. Upon turning around to face her, the Ursa relinquished the familiar roaring and gesturing that was so iconic for their kind, deciding to immediately attack her with a double-handed blow.

She performed a backflip to avoid the crushing strike and retaliated with a well-placed jab at its right paw, piercing the limb with ease. However smart the monster could think it was, pain would still keep it busy. When the shock of the wound registered in its mind, Weiss performed her coup de grace and stabbed it in its head, killing it instantly.

The massive body crashed to the ground and Weiss looked up again, eyeing the Juggernaut with a weary sigh. If only that one was susceptible to an easy headshot…

She heard gunfire coming from one of the houses and immediately turned around, Myrtenaster at the ready. A Beowolf stepped back to the edge of one of the houses that was still standing, protecting its face with bloodied paws. Red-blooded paws.

A first of fire came from the other side of the roof and the Beowolf fell down, its head torn open by a trio of rounds. Weiss could see the body crashing to the ground, followed by a pale-skinned boy with blue-white hair. He wore almost exactly the same suit that she had come to associate with Will, but he didn't wear a helmet. Was that blood his?

The Onyx soldier jumped down the roof and swept through the area with his rifle, eventually settling his gaze on Weiss.

"There will be more coming," he commented.

Weiss recognized him before anything else could happen. She recognized his familiar eyes and his closely-cropped hair as belonging to the soldier who had prevented her from entering the CCT. He was also the same one who had later fought off an intruder, blowing up the entire tower in the process.

"You!" she snapped, the memories clicking into place like a puzzle. She could hear the howling of an enraged pack, but she didn't care. "What are you doing here?"

Frost didn't as much as blink at her outburst. "That should be obvious," he dryly commented.

Weiss sighed with frustration and noticed a group of Beowolves charging in form the left. At the same time, a smaller pack jumped over the buildings to the right. They were attempting to flank them now. It wouldn't matter. She clicked the red canister into place and unleashed a hellish flare of heat, sending a burst of fire into the hallway to the left.

The soldier opened fire at the right almost at the same time. He scored several headshots before one of the Grimm came too close, upon which he promptly spun his rifle around and behind his back, transforming it into what looked like a large, black shovel. He swung the head of the weapon at the neck of the wolf, neatly severing its head with the one blow.

A military shovel with really sharp edges. Seven points for originality.

"I meant here, now," Weiss said, watching five of the Grimm go up in flames before the rest jumped across the walls and over the burning patch of Dust-fueled flames. "You were wounded."

"I got better," Frost replied, side-stepping a Grimm that attempted to kick him and crushing its skull with another well-placed strike. He ducked low and grabbed one Beowolf by the crotch, throwing it over his shoulders and into a wall. The creature smashed its head open on the ground and Weiss finished it off with a quick thrust before it could get up again. That was one of the moves that she had come to expect from the Onyx Agents now; using the enemy's momentum against them. It was smart, but it also worried her somewhat that someone she loathed so much could think so tactically.

"I can see that," Weiss snapped, dashing towards an Alpha Beowolf when it jumped off a roof to get the drop on her. She finished it off with the same gracious movements that she had been training for multiple years, making sure to not lose her balance or stumble in the process. Appearances were important to keep up no matter what. "So why did you do it?"

Frost spun his shovel around to block the strikes of multiple attacking Beowolves, breaking their arms in the process. "Do what?"

A giant Ursa smashed its way through the wall of a small shop, wasting no time in advancing towards the two fighters. Frost was the first to actually take action; he withdrew a small, spherical item from his belt and threw it towards the large monster. "Close your eyes!" he shouted.

Weiss didn't feel particularly like closing her eyes in the middle of a fight, but she was smart enough to understand that people weren't going to throw punches when it came to the defense of an entire city. She covered her eyes with her sleeve and backed away, just in time too. The flash of intense light hurt her eyes even through her closed eyelids and her sleeve and her ears nearly exploded with pain. It felt –no, sounded- like there were a dozen alarms ringing inside of her head and when she opened her eyes again, the ground was shaking and unstable.

The Ursa was dead though. Frost was standing with his back to her, holding his rifle-shovel in its ranged form again, taking aim at a large mass of approaching Grimm.

"What was that?" Weiss exclaimed, inserting a blue casket of Dust into Myrtenaster.

"Flashbang," Frost yelled back. "Blinds and deafens Grimm and human. Excellent to stun Faunus."

"Why weren't you affected?"

The soldier let go of his rifle with one hand to rub his ears. "What?"

"Never mind!"

"Right."

Weiss could see now that the Grimm were stumbling around somewhat, either rubbing their eyes or scratching at their ears. It bought her ears the time to get rid of that annoying ringing and bring her hearing back to what it was. Faunus were known for their keen eyesight and sensitive hearing; a device like this would be excellent to quell White Fang attacks without bloodshed. Had her father ever thought about that? Or was this a rare piece of Onyx technology? But didn't Onyx get their Dust from the White Fang? Had that changed?

"So why did you blow the CCT up?" she then asked, preparing herself for the inevitable onslaught of two –no, three dozen- Beowolves, completely surrounding them.

"Why are you in the same team as an ex-White Fang member?" Frost countered, much to her frustration.

"That's different!" Weiss said. "And don't think to try anything; Blake is with us now. And nobody is going to harm her."

"Is that your promise? That nothing will harm her?"

A flash of anger clenched Weiss's heart. "Yes, it is!"

The Grimm recovered sooner than they should have. They organized themselves in groups, jumped to superior positions with good cover and prolonged the conflict without jumping to attack immediately again.

"A Schnee protecting a Fang." Frost chuckled, which disturbed Weiss even more than the appearance of the Juggernaut, if possible.

"What? Is that funny to you?"

"Yes." He brandished what was clearly a grenade and pulled the pin. "It is."

The two of them stood back-to-back when the Grimm attacked. But they were ready this time; the pavement was frozen solid with a flicker of a wrist, the grenade went off with a sharp crack and entire clouds of shrapnel and pieces of ice pelted the wolves. Together they stemmed the flow of Grimm, stopping them from overwhelming the main fighting force that was trying to take out the Tormentor and the smaller Grimm that was sticking together with it. Weiss knew that Yang and Ruby would be among those fighters, together with Lisa and Grace, perhaps even team CRDL. It was up to the rest of the group to guard them.

"Finally," Frost eventually called.

"What?"

He met her eyes and made a cutting gesture to his throat. "We need heavy concentrate fire in downtown Vale, residential district. Very danger close, coordinates as following –yes, we can, but we- right."

The Onyx soldier sighed and kicked the skull in of a fallen Beowolf. "Good news and bad news."

Weiss crossed her arms. "What could possibly be bad in this situation?"

"Vale is most likely going to suffer heavy damage."

Fantastic. "And what is the good news?"

"That was the good news."

"Then what is the bad news?"

"We're going to have to lure this thing to a place where we can bomb it with high-yield explosives. We've got ships on the way."

Onyx had the firepower to destroy this thing? Good, it was about time they did something useful. How were they going to lure the Juggernaut away then? Where could it possibly be safe for Onyx to bomb it? Any and all explosive damage to the city would ruin a lot of buildings. Even if LACG cut loose, windows would be shattered in a wide radius all around the city. It would be ugly

Weiss didn't know, but she knew someone who did. "We need to find Ruby. And Jaune! If we need to organize an offense-"

She didn't get to finish her sentence, unfortunately. A Nevermore chose that exact moment to crash-land on one of the remaining buildings and utterly flatten it with its massive body, leaving only a heap of splinters and pieces of wreckage. It did pave the way for Frost and Weiss to get back to the main group however, as she could already team LACG attempting to kill the Tormentor. They were running back and forth between the ruined structures of downtown Vale, trying desperately to stay out of the creature's field of vision.

Looking over her shoulder to find Frost, Weiss decided on the swiftest course of action to end this battle. She was team RWBY's second-in-command after all; it was time for her to live up to her name and rank and assist her leader in saving this city. The Nevermore did not notice her; some of Ironwood's airships had finally managed to get below the bulk of the Juggernaut, providing air-support for all students. They dropped more of their droids and soldiers alike, though Weiss was forced to admit that the sight of Atlas soldiers didn't quite carry the same weight as the sight of Onyx soldiers. But they had to take what they could get.

"Ruby!" she yelled, ducking behind a piece of rock when something large and fast sailed at her head. "Where are you?" What she wouldn't have given for a Bonding with the little redhead right now; the ability to sense each other's feelings and presence no matter the distance was an invaluable asset in the field, no matter what Doctor Oobleck had told them about it.

There was no response from anyone of team RWBY. Nora and Ren were somewhere out there, taking out the attacking Ursai as they were so proficient at, but nobody Weiss needed at the moment.

The Juggernaut was still steadily charging through the town to get to Beacon; its six massive legs did not rest as they carried the Grimm through the easily-destroyed buildings, which fell like domino stones before its power. Even though it was slower than all the others, its sheer size made up for that. And below it the Tormentor and the smaller Grimm were still following it, always making sure to have a fresh crowd of Grimm surrounding them. Those were the three important ones; if they died, so did the Grimm infestation. But to do so, they would need to lure the thing away from the city. Preferably somewhere where it couldn't hurt anything when it fell. That left two places; the Forever-fall forest and the docks.

Weiss dove out of the way of another incoming projectile and rolled over her shoulders. Stones and pieces of rock pressed against her skin, but her Aura was still tough enough to deflect what would have been painful injuries.

Immediately after coming out of her cover, Weiss unleashed a series of blue ice-crystals at the Tormentor. It couldn't heal what didn't hurt it; she restricted its movements with her Glyphs, buying the others valuable time to get the wounded out of there or otherwise regroup.

"Where is Ruby?" Weiss asked impatiently. Lisa was the one in charge here, guiding her team and several surviving soldiers to keep the pressure on the Grimm.

"I dunno," the Adamant remarked. She smelt…singed. "Jaune is up there, pinned down by a Death Stalker. Last thing I heard, Fox-boy went there to reinforce them. Why, got a plan?"

Weiss didn't have time to get annoyed at Lisa's blunt manner of talking. "Why yes, I do. If we can lure that Juggernaut away from the city, Onyx can destroy it. And then we can win this thing. We need to organize some serious offense here!"

The six-legged creature of Grimm stopped. It's legs stopped moving, the clouds of dust it left behind slowly descended upon the skin of the broken city and the Grimm around them backed off.

Jason Mauve jumped down one roof, brandishing his electric-baton. He was quickly followed by Blake of all people, who looked worse than before. "That can't be good," the ex-police officer remarked.

Weiss had to repress the urge to hug her teammate. "Blake! Did you see Ruby?"

But the girl only shook her head. "I did not. I think I saw Yang somewhere though. What are we going to do?"

"Ehm…guys?" Lisa commented, but Weiss ignored her.

"We need to get this thing away from the city. Then Onyx can bomb it. But we need more people-"

"Guys?"

"Team CRDL is close-by. If we can get them here, we can mount an effective resistance. Where are the Professors?"

"Seriously, people?"

"Gone to help the civilians, I suppose. What is it Lisa?"

The Adamant pointed weakly at the Juggernaut, underneath which the outlines of the Tormentor became visible again. "I think it heard us."

Weiss felt her heart drop. "What? Impossible!"

"No way," Blake said, shaking her head.

"Look, we've been fighting this thing since we got here! Your team even got is ass kicked by its! It is smart and it can help the others think-"

"No," someone else said, nearly making Weiss jump with alarm. She turned around to see Alessa, supporting a bleeding Grace. "It's the other one. The smaller one. It is somehow giving orders. If we kill that one, we can lure the big one away."

The smaller Grimm, relaying orders? Didn't Grimm grow more intelligent with age? If it was small, how could it be more intelligent? There wasn't any time to debate the theory, but she wasn't very convinced.

"Right. Orders!" Lisa then snapped, as if shaking herself away. "Alessa, get Jaune. Cho? CRDL, on the double!"

The members of LACG jumped to their tasks at once, leaving Weiss to wonder just how they were going to proceed once they actually got to fighting the Grimm. Smaller ones were easy to handle, bigger ones required teamwork, but these? These…Semblance-empowered Grimm? They were something completely different. Regenerating, growing immune to attacks…they bore an uncanny familiarity to the likes of Will and Blackwood.

Will and Blackwood…healing and resisting. The Semblances weren't just uncannily similar, they were the same! Exactly the same! But that couldn't be…that didn't make sense. Grimm were creatures of darkness, and Operatives…

…have been accused of being sociopathic or soulless before. It was harsher in hindsight though; how did these Grimm get the ability to mimic humans anyway? Were they earlier, or later than the humans?

Weiss lifted Myrtenaster once more, pointing the outer edge at the approaching Grimm. Tormentor, Juggernaut and leader were approaching them alike, spreading out across the cityscape to outflank them.

But she was ready. Ready to take the fight to the enemy and defend her city with everything she bad. The creatures of Grimm were outflanking them on every edge; Beowolves leaped over walls to get to unsuspecting combatants, Ursai broke through ranks to oppose the humans defending their town and above all, they were intelligent. Flanking them, attacking with tactics beyond normal Grimm approaches and never letting up.

Weiss stabbed one Beowolf through the throat, then spun around to pierce through the chest of another one. A third one jumped at her and she leaped back, cutting its head off with the same movement. Behind her, things exploded with sufficient force to pelt her with powerful shockwaves and she heard as disturbingly-human cry of pain, but she had to ignore it for now.

She didn't know who else was around her; she could hear screams and guns going off and the impact of flesh upon flesh. At one point, she found herself cornered by the same Nevermore that had crushed the blockaded between her and team LACG. Presumably.

The Heiress readied herself for a grueling fight, but as it turned out, that wasn't necessary. With a flash of golden fire and heat, Yang appeared out of nowhere, delivering a crushing blow to one of the eyes of the creature. The Grimm roared and screamed, enraged by the loss of one of its sensitive eyes. It spread its wings without warning, but then it took off, clearing the area for a few fleeting moments.

"Yang!" Weiss exclaimed, taking notice of the barely-controlled state of mind that her teammate was currently stuck in. "Where did you come from?"

The blonde didn't respond to her question, instead meeting her eyes with her own blood-red, burning eyes. "Where is Ruby?" she loudly asked.

"I…I don't know," Weiss replied, feeling somewhat unsettled by Yang's near-feral attitude. "I thought you knew?"

Yang cursed loudly and kicked at a fallen piece of wood. "Where is she? And where is Will?"

Was Will here as well? Why were there still Grimm then? That wasn't important; all she cared about right now was Ruby. "Look, she has to be around. We have to find her and take these things out! If we can't-"

For the second time in a row, the Nevermore came back to attack them. Yang and Weiss were forced to jump out of the way before the massive creature, blinded as it was, smashed through another row of buildings. The battlefield was becoming increasingly flatter, robbing the Grimm of places to ambush them from. Members of team CRDL appeared; Cardin and Russel, fighting their way towards the center of the battlefield. The clouds above slowly grew dark and broody, gathering for what looked like a giant thundercloud.

There came the Tormentor and its escort. Ever-regenerating from its injuries, the creature came down on the few defendants with its terrible ability. And there, fleeing from the approaching menace, was the little hooded figure Weiss had been desperate to see.

"Ruby!" she cried. "Over here!"

As if they had planned it like this, the members of team CRDL joined forces with Cho, Lisa and Grace to push the deadlock that was the offense forwards. They were joined by the remnants of Ironwood's soldiers, who in turn were flanked by Velvet and Cal.

Yang grinned and joined the fighters, as did Weiss. Ruby skidded to a halt across the ground, visibly-exhausted from her probable Semblance-overuse, while everyone opened up at once to cover her. Bullets and explosives and Dust-charges pocketed the creatures of Grimm, creating large openings in their ranks and buying time for Weiss to go get her partner. She placed down a glyph to accelerate her own speed, then dashed amidst the flashing projectiles towards Ruby. Her timing had to be perfect; if she slipped up, she could get hit by friendly fire. If she was too slow…she wouldn't be too slow.

The Heiress landed next to the fallen Rose, wrapped an arm around her and cast down another Glyph. She looked up and met the eyes of the leader-Grimm. It possessed a strikingly-intelligent face, with burning red eyes. It looked like a smaller version of the Tormentor, only with eyes. It still didn't have a mouth though.

Ruby stirred and looked up at Weiss with her large, silver eyes. Blake and Yang landed next to them, as if issuing a challenge to the approaching monsters with their appearance alone.

The leader-Grimm stared right back at them, unmoving. Unflinching. Then it started raising its arm, pointing a clawed hand at the assembled team RWBY with the deliberating slowness of a creature with absolutely nothing to fear.

"Hey," Ruby weakly said, pulling herself upright. Yang and Blake had assumed combat positions and there were footsteps rapidly approaching them from the rear. "I think I got separated…"

"Hush you," Weiss told her, getting ready to brave the oncoming storm. "You had me worried sick. But now that you are here, I thought up a plan for you."

"Did you? Good…because I think I am all out of options…" she sounded odd. Vague and distant. Had the Tormentor gotten to her? Or was it just plain exhaustion?

Jaune took his place by their side, together with the rest of his team. They looked battered and hurt, but they were still with them. The same went for team LACG and even two of team CRDL –all of them were there to defend Vale from the invading Grimm.

The leader-Grimm pointed at the assembled team RWBY and all hell broke loose. The Grimm cut completely loose on all sides and attacked, just as the collective allied forces did. At the same time, multiple human figures burst up from the sides and opened fire on the Grimm's flanks. One person went farther than all and leaped for the leader-Grimm alone, ignoring the multiple dozen Grimm around it.

All of them cut completely loose and for a few fleeting moments, Weiss lost all semblance of reality in the battle. All that was left was stabbing and slicing, dodging and jumping. There was just the chaotic flow of combat and the horrible sensation of pain, shocks and above all, the numbing exhaustion that bit at her every limb.

She jumped away from the battlefield to get a grip on herself. She saw people she hadn't seen before join in the melee; she saw Ash and Lily fighting side-by-side, for the very first time since their first encounter. She saw Cal and Velvet desperately trying to stop the flow of Grimm, to no avail. There were just too many of them, and she could see just how much chaos and damage the invasion was causing.

Frost leaped on top of a massive Ursai, sticking a knife so deep inside of its cranium that it came out of its jaw. The creature crashed down onto the ground and Frost rolled to his feet again. He looked so much like a more sarcastic version of Will that Weiss had no doubt about the atrocities he must have seen in the past. The way he talked, the way he acted, even the way he fought all reflected a brutal efficiency that must have come with –and resulted in- terrible experiences.

But in spite of the insults and disrespect and pure unkindness that seemed to embody who he was, the Onyx Agent still cried out in alarm when he saw the single person jump towards the leader-Grimm with no regard for personal safety.

"Amber, damnit!" he shouted, a noticeable amount of panic creeping into his voice. He jumped over the shoulders of a Beowolf without even bothering to finish it off, then whipped out his weapon and started gunning down the creatures of Grimm that were falling upon this Amber-person.

Nevermores descended from the sky, breaking through the blockade that the remnants of the Atlesian fleet had been placing down. Their feathers sliced through the battlefield, crushing any forms of cover used by the fighters. It forced them to stay as mobile as they could, dodging and weaving in-between the razor-sharp projectiles. They kicked up large plumes of dust, turning the ruined district of Vale even more chaotic. Weiss bent over her knees to catch her breath, desperate for fresh air and a brief moment of respite. She could see where the rest of the teams were due to the flashes of gunfire and explosives, but she couldn't trust on them actually being close enough to risk it.

What she could trust on however, was the extreme effect that the leader-Grimm had on these so-called mindless beasts. The Nevermores had deliberately clouded the battlefield with their attacks and every single movement made by the Grimm was calculated for maximum effect. She was sure of it. Because of that, they had to stop that thing. If they were ever going to get the Juggernaut out of Vale this year, that Grimm was the first on their to-hit list.

Weiss inserted a fresh amount of Dust into Myrtenaster and focused. The most violent fighting was to her left...sounds of screaming and tearing.

She took a few steps towards the site of combat and readied herself for another grueling conflict. She could see a single, small figure trashing amidst a large group of Ursai and even a Death Stalker. And behind them all, the unmistakable outline of the leader-Grimm.

Got you, Weiss thought with grim satisfaction. If she could take its life now, she could end this conflict and prevent more death and suffering.

But she couldn't get a good shot at the leader; the lone fighter amidst the Grimm was fighting them with too much frenzy, with too much turmoil. Any attempt to end the fight could result in friendly fire and the last thing she wanted right now was to hurt someone else.

Weiss gritted her teeth and made a run for the group instead of the leader. When she got close enough to make out who was fighting in the midst of the monsters however, she felt something crash against her ribs. The sheer force behind the impact caught her completely by surprise and she was knocked to the ground without effort. She struggled to get her rapier into position to stab whatever was responsible for tackling her like that, but she stopped when she heard a human voice coming from the black figure on top of her.

"Don't!" it spoke with an obviously-male voice. "Don't interfere!"

The male rolled off of her and she slowly crawled back to her feet, coughing and clutching her aching chest. "What in the world is wrong with you!"

Gunfire erupted mere inches from her head and she immediately rolled out of the way. But the fire wasn't aimed at her; the soldier was doing the same thing he had stopped her from doing. What was wrong with this guy?

Weiss looked at the lone girl in the cloud of Grimm. She didn't appear to have a weapon on her, but…she also didn't appear to need one. A Beowolf kicked at her with more fluency than normal Grimm could achieve and the girl just…tore it apart. Stepped out of its path, struck it with a clawed uppercut and tore half its head off. Two more of the creatures attempted to outflank her and she let them. They slashed at her with their powerful limbs and at the last possible second, she reached out and grabbed a hold of both of their arms –before completely ripping them out of their sockets.

"She's with Fireteam Sable," the soldier –whom Weiss now recognized as Frost, much to her frustration- explained without bothering to even look at her. "Don't get close to them when they're fighting! Don't!"

"And why not?" Weiss shouted, losing her patience with everything about this person. Whoever that girl was, she was alone, stuck within a group of Grimm that even Yang couldn't simply bludgeon her way out of. "What could possibly happen if we just work together for one second!"

If Frost was worried about this girl, it had to be the same one he had called Amber. She was a Faunus –but why? Were they partners? Just like the Faunus Granit? Nothing made sense!

The girl leaped at a massive Ursa with spikes sticking out of its back and she did so as soon as she spotted it lumbering towards her. The monster swept at her with a downwards strike, like swatting a fly, and she deflected the massive limb with a single arm. And she went further; she ripped one of its spikes off, impaled the Ursa in the side of its head and tore its head off with the same movement.

Weiss, who had still been hesitating about Frost's words, stopped dead in her tracks at that display of violence. Amber wasn't reacting to attacks or defending herself, she was brutally mounting an offense in all directions. Attacks that landed on her didn't even cause her to flinch, while she dealt destructive death-blows with every hit she landed. Even Yang would have had trouble killing Grimm with a single strike and this girl simply tore them apart with her bare hands.

A Death Stalker crawled towards her and struck with its stinger. Amber caught it with both hands and wrenched it, loudly tearing the appendage off of the Stalker's tail. It reared back and hissed in pain and its would-be-victim went on the offense once more.

"Fireteam Sable," Frost said, actually preparing to explain something for once. "Grimm-killers specializing in…close-combat."

No. Close-combat was martial arts, like Yang and Will and Ren. This was taking it to the animalistic level. What did he mean with Grimm-killers?

"It's this berserker-thing that happens when a fight turns serious. They stop alternating between friend and foe and –AMBER, NEVERMORES!"

Weiss looked up and saw the same flock of Nevermores returning for a second attack. They unleashed a hellish barrage of blade –tipped feathers before they were engaged by the Atlesian gunships. They still got off a dozen feathers each and she had seconds to react. She spun the revolver on her rapier, clicked a cartridge into position and cast down a massive wall of ice-

A piece of rock impacted on her back and sent her stumbling, causing her to miss the last few meters that would have protected the Faunus as well.

Cursing loudly, Frost twisted around and shot the Beowolf that had been lurking in the shadows, which had been intelligent enough to utilize weapons as distractions.

"No!" Weiss shouted in the split-second before the arrow-like projectiles cut through the air, embedding themselves in everything the Grimm had deemed dangerous. The ice-wall cracked and shattered in some areas, buildings collapsed and at the far end, the group of surviving Grimm as well as Amber was cut down by the monstrous feathers.

She watched in horror as one of the feathers impaled the Faunus-girl through her abdomen and came out of the other side of her body, covered with blood and pieces of flesh. It didn't quite pin her to the ground, as she had been standing when she got struck, but it still immobilized her.

And the Grimm advanced on her once more. She screamed and struggled, but the feather didn't budge. Frost leaped to his feet again and sprinted towards her, but his caution to not get near her had ended up creating a large distance between them.

Distance that the leader-Grimm did not have. It calmly approached the mortally-wounded girl, flanked by several Alpha Beowolves.

Two of the wolves bore down on the girl to finish her off. Amber grabbed the pole-like feather with both hands and lashed out with her leg, crushing the head of the closest creature with such violence that Weiss could hear its bones breaking. The second one viciously slashed at the Faunus with its right paw, forming a clawed fist that Weiss knew could rend through steel, let alone vulnerable flesh. It struck the girl on the side of her head and for a few seconds, Weiss couldn't see what was going on. She had her rapier in her hands, but she didn't know of charging in blindly would be the best thing to do. Even Frost, who seemed to be outright panicking now, did not close in.

She found out why a second later. The Grimm staggered backwards, half of its head missing, before toppling over. Amber gripped the feather with both hands and started pulling herself upwards, growling like a wounded animal all the while. Cracks started to appear in the thick weapon, but it didn't budge.

And the leader-Grimm was still there. It skulked towards the struggling Faunus and picked up a metal pipe from the ground, gripping it in a tight claw. Amber grunted and kicked with her legs at the ground while both Weiss as Frost opened fire on the leader-Grimm at once. It hissed at them, allowing the bullets to impact on its head whilst dodging the deadlier fire.

Frost's carbine clicked empty and any attacks Weiss could unleash were more likely to harm Amber than the Grimm. It had them just as it had Amber, whose violent punch it easily avoided, before smashing her head with the heavy pipe. It impacted on her skull with a sickening sound once, then twice. Then it lifted the weapon to strike a third time-

-and Amber tore the Nevermore feather in half right at the place where it had pierced her body, before shoving the sharp edge straight into the throat of the leader-Grimm. Five foot of sharp, multiple-inch-thick material disappeared into its black flesh and Amber jumped free, blood spurting from the ragged hole in her body. It didn't stop her from leaping onto the three-meter-tall leader and grabbing its head with both of her gore-covered gauntlets.

With a feral scream, she ripped the Grimm's head off and threw it away. The body wavered for a few seconds before it collapsed, crashing to the ground with the Faunus right on top of it.

"Atta-girl," Frost muttered, looking even paler than before. "Schnee, find your team. It's time to take this city back."

---

Professor Adamant stared at the sky, where a flock of three giant Nevermores had just laid waste to another section of the town. The odds weren't exactly in their favor. Especially not now that two of the giant creatures spun around to get a bead on him.

But the thunderclouds were rolling in and he could feel the tension in the atmosphere. The slight electric charges high in the sky, the rumbling impacts of giant stocky limbs crashing down against the ground. The Grimm didn't utilize things like fire or Dust or other forms of blatant energy. To someone like him, that was very annoying. But fortunately for someone like him, said someone like him had the vast cleverness to keep up with someone like creatures of Grimm. So in the wake of this big invasion, he had plenty of weapons to use.

But first things first. He raised his weapon –the Aura-Concentrating Device, as he liked to officially think of it- and aligned its head with the left wing of the lead Nevermore. "I have yet to educate people about the powers of gravity…oh well." With his left hand he straightened the bowtie that the Death Stalker had nearly ripped off and then to test the wind-direction, velocity and range of the birds of prey.

His heart was pure, his will steadfast, his ego massive. He swung his device with a simple motion of his wrist and the left wing got severed perfectly. The creature had not learnt how to fly with only one wing it appeared; gravity caught its feathery body and tore it down, towards the very city they had been defacing with their attacks.

"And another kick to the backside!" he yelled, swinging his device to the right. The nigh-invisible beam of concentrated Aura carved a small circle of about half a centimeter in depth out of the neck of the Nevermore, allowing it to finally drop its head like it was supposed to do.

Two down, probably a thousand to go. Semantics. The big nasty Juggernaut –which was nasty-had stopped it sluggish path towards Beacon, perhaps realizing that it wasn't qualified to go there. Perhaps it remembered that it hadn't printed its credentials or papers yet. Whatever it was, Adamant was glad to see it change its mind.

Now then, people had had a plan. Lisa had alerted him of said plan with a private call to his scroll, before her signal had been cut off so very abruptly.

Basically, the forces of Vale needed to gather themselves for one final assault on the Grimm, luring it away from the city so Onyx could bomb the G out of it. It needed Ruby, Jaune, Lisa and Cardin to gather their teams and lure it towards the docks.

There was just one problem with that. "You doing alright down there, Lisa? How's the arm?"

The girl's reply was another one of her famous curse-sentences. They always impressed him.

Tiny Adamant had gotten too close to the enemy. Literally; something had exploded with enough force to punch through her Aura, sending about two kilos of shrapnel into her right arm and side. She was bleeding profoundly and she couldn't fight anymore, but nobody had told her that, as she had still continued organizing her team and kicking ass. Unfortunately for her, her body had collapsed about two minutes after her accident.

And he had found her. Patched her up somewhat, placed her right next to the other wounded he had found. An unconscious Coco and a battered Fox, namely. Russel was also there; he had broken his arm somehow, but the only thing that his partner had as an explanation was that a Beowolf had learned martial arts.

"Ease up! Stay here, stay healthy. You can even help coordinate-"

Lisa tried to rise only to sink through her knees again.

"-once you can stand again. I've got things to do, so make sure that Coco doesn't start convulsing again."

With that, Professor Adamant turned around and faced the position that Oobleck and Port were keeping safe. Johnson and his group had been an extremely-welcome addition, because Beacon staff was a bit running thin here. Lovely Professor Seraphim and little Braunschweiger were there too, but they had to focus their firepower on the bigger Grimm. The Professors would keep the city clean and the people safe, while the students…made the decisive push to win this battle.

Matt leaped over the edge of a ruined post-office and came down right on top of a King Taijitsu.

"Snakes," he cried while brandishing his device. "So big!"

The giant Grimm lunged for him and the Adamant was forced to jump to the side to avoid being gobbled up by the creature. Nobody would want that, right?

"You remind me of a certain assassin. Of course, she has a more lovely face," he remarked, tapping into his semblance. He extended a thin tendril, invisible to the naked eye, to the trashing Grimm. He felt the bulging muscles and thick skin and underneath, the sheer energy that the creature possessed. But it was still in its stored form; chemical energy was so hard to use.

Kinetic had to do. Matt took a deep breath and waited for the Grimm to strike again. Something must have happened to their leader-mister-nasty, because the snake was back to simple biting and raging. Oh well.

He dodged to the side and tapped into the kinetic energy that the creature created with the impact. Heat surged from the site and in the split-second of conversion, he wrenched it. The wall of the building rippled and a plume of flames surged from the head of the Taijitsu, burning its eyes out with the intense heat.

The Adamant then carved through its neck with a thin blade of Aura, killing the thing in one swoop. It allowed him to clear the way for his sight and see what Beacon's best and brightest had to offer.

Next roof, better sight. Finally, a good vision. "Hello Beacon," he muttered, crouching down on the roof. He saw team RWBY standing side-by-side with team JNPR and the remnants of LACG and CRDL. Even better than that was the sight of Ash, Cal and Lily, all three of them. They were standing just a few meters behind the teams, wielding their own blades to aid their friends in the fight.

Something else was going on too; Professor Adamant sensed someone messing around just around the corner of the building he had chosen to observe from. He crawled over to the other side of the building, careful not to attract the attention of the looming Juggernaut in the process, before peeking over the edge.

Nothing new there; giant Death Stalker, pack of Ursai, lone girl clad in black standing opposite to the group. All normal. So who was she?

Matt's doubt about the identity of the girl vanished like red Dust subjected to a sneeze; she burst into a flat sprint, covered the distance of two dozen meters in just a few seconds and lunged for the Death Stalker, wielding nothing more than a pair of long knives.

He knew that he should have better things to worry about. That Operatives often managed to fend for themselves in odd, violent ways. That whatever happened, the girl would probably be skilled enough to fight him one on one and come out alive.

So he decided to focus all of his attention on the assembled students, but not before glancing at the lone Mantis, who was busy stabbing out the Death Stalker's face. She had attached herself to its exoskeleton with her left hand, while she stabbed away with her right one. She gauged out the creature's eyes with the precision and finesse that came with the title of "Dancer" and when a Beowolf lunged for her in an attempt to stop her, the girl's only response was to let go for one second, stab it in-between the eyes and kick it away, before continuing her attack.

Before the other fight could even start, Mantis reached something vital in the Death Stalker's head, as it uttered a high-pitched scream and went limp. The Operative wasted absolutely no time in picking her next target and advancing her bloody work, dispatching of several fully-grown Ursai within seconds of each other, moving with speeds and precision that seemed just a bit uncanny.

The docks were a mile directly behind them. The Juggernaut was about one-thirtieth that distance directly in front of them. It was absolutely hideous.

But the students stood valiant in front of the creature. It approached them with all the fury and hatred of a creature that had spent centuries developing into the ultimate predator and every step it took shook the city. All of them were tiny and insignificant when compared to its might, its fury, its malice. Where it came, entire cities died.

There was only one problem. This particular city had a random assortment of individuals with specific thought-processes and abilities. That random assortment of misfits and sometimes idiotic individuals had found strength and hope in each other, taking the random and turning it into focused. It had taken only a few months of hardship and problems, but these students of the first year were more organized and steadfast than the older students at their age.

There was a reason why Onyx had such a peculiar interest in Vale; it was unique. And a scourge of the world like the creatures of Grimm would never be able to destroy something like that.

The clouds grew more condensed, charging each other with the difference in pressure and electric charge. It was almost time.

Students opened fire and fell back at the same time, drawing the Juggernaut close. The Tormentor was nowhere to be seen, but the mere fact that such a colossal Grimm would charge after a bunch of humans instead of destroying the headquarters of its enemy meant that any and all leaders had died. Good Vale-forces.

The plan seemed to work; the young Hunters-to-be charged down the flattened terrain towards the docks, while the Juggernaut raced after them. It was easy to notice how the thing picked up its pace; its colossal limbs barely rested a second on the ground before they moved again and it didn't even bother to step on the intact buildings in its way.

How much time had gone by since the alarms had started? An hour? Less? More? Could be…there had to be hundreds of casualties, with thousands of people now officially homeless. And it was still far from over; Matt followed the students all the way from downtown Vale to the area around the docks. He had his scroll open and receiving signals all the way and there was something going on at the docks. Something bigger than two Faunus and a Penny fighting a group of White Fang troopers.

Only when the Professor actually reached the docks did he understand just how big the situation was. "Oh…that's a thing."

There were warships at the coast. Actual battleships with cannons and radars and stuff. And a very big chance that the docks would need a new layer of paint too…

He performed some quick calculation in his head. The students couldn't run out into sea to get the Juggernaut away from the city. Onyx couldn't bomb the Juggernaut if it was still close to the cities. So...how would they do this? The Onyx ships had a pretty big chance to lure the thing further, but…the students couldn't know it. And they were close now, too. Already on the place where they had fought the White Fang.

The creature of Grimm stopped near the edge of the harbor, where the silver body of the ocean met the land. As if they understood the danger they were in, the students dove away to the sides of the buildings and went for cover. The Juggernaut hadn't crushed these buildings yet and it was having a tough time maneuvering. Of course, the Onyx battleships weren't about to wait for it to find a way to get at the students.

"Harbor resistance groups be advised," a mechanical voice droned through Matt's scroll as it picked up the global frequency, "coastal fire on the following coordinates will commence in thirty seconds."

A string of numbers quickly followed the ominous message and professor Adamant checked his own position on the map. A lot of numbers were disturbingly similar to the area that was about to get bombed to oblivion by Onyx. Perhaps he ought to find a new place to get to?

No, a better idea. He called up the roster of students and redirected the global signal to their scrolls, making sure that he cranked up the volume. There were several emergency-channels in Vale, one of which had been used to tune all the televisions to the same frequency when the whole Schnee Dust Hall murders had been unraveled. Sure, a crook had hacked those signals to spread confidential information with the intent to cause chaos and panic, but still.

That had to be good enough to get them out of there. Because if it was…well, trouble.

Dull cracks of thunder exploded from the sea and near-simultaneous explosions rocketed the city, tearing the docks completely apart and ripping through the tough armour of the Juggernaut. The creature couldn't scream or roar like the other Grimm did, but it still uttered strange, mechanical grunts that could be interpreted as such.

"Come on," Matt muttered, watching the hyper-velocity shells impact on the nigh-unstoppable monstrosity. "That's interesting…go get it…come on…aren't those ships interesting?"

The students understood what was happening. They were withholding their fire to keep the Grimm interested in the vessels out in the ocean. Or they were dead.

He didn't want to think about that possibility.

Slowly, one massive leg at a time, the lumbering giant stepped into the water. Its elongated head turned towards the Onyx ships as more shells impacted on its crumbling armour. It's size had been reduced by a good amount, but it was slowly growing immune to these attacks as well.

What did it take to kill these things?

"All Vale assets, be advised, you are not within safe distance of detonation. Fall back to the east. Repeat; all Vale assets, be advised, you are not within safe distance of detonation. Fall back to the east. One minute to weapon release."

The Adamant's blood froze and he immediately jumped upright, scanning the area for any response to the call. He saw soldiers and other combatants turning towards Beacon and retreat, leaving the scattered pockets of Grimm alone.

Teams RWBY, JNPR and their allies turned tail as well. Everyone was falling back to the east, running for their lives as Onyx threatened them once more.

"Professor Adamant sir," the reassuring voice of the rough Sergeant-Professor Johnson sounded from his scroll. "I have secured the wounded students you found."

"Good. What did you find?"

The Professor grunted. "I think we might need a brain-scan on Coco."

Ouch. Problem. "Why?"

"Because she's fine…physically. Only she's alternating between spastic fits and catatonic states."

"Right. Keep me posted."

He didn't bother finishing the conversation and shut his scroll off again. He had been planning on fully cutting loose on the Juggernaut and see if he couldn't kill it on his own, but that would have to wait. There were only seconds left and every single second was better spent running away than fighting.

Something massive flew overhead with enough force to send Matt stumbling to the ground and behind him, a second sun appeared, like the star's evil twin. Something exploded with more force and power than anything he had ever experienced in his entire life, which included the heaviest Storm-Events up to date. He could feel his clothes catching alight through his Aura and every building around him collapsed like a house made out of cards caught in a tornado. In the wake of the explosion that followed, a strange land was born. A land that existed out of flames and yellow colours and no sound. He screamed without sound and started trashing around to extinguish his burning clothes. He forgot how to use his Semblance, he forgot how to channel his Aura. All that was left was the burning and the utter, desolate silence that blanketed the land…

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"The disastrous attack on Vale, capital of one of the safest Kingdoms on Remnant, was enough for the ethics committee to accelerate the Catalyst Implantation for the newer generations. Wallstorm has been deemed unnecessary after its effect on Subject Brimstone, so it will be neglected. The procedures for the Catalysts have been refined, making Procedure 042-Vytal no longer necessary. The committee was especially thankful for that. The ACE's are ready for war and all we need right now is the proper bait. Blackwood's new Catalyst has been identified and will be captured within the week. Mantis will have to wait; her future Catalyst will require more…delicate approaches to attain. After today, there will no more protests. There will be no more complaints against our policies; we will have absolute power once more."

Doctor-Professor K. Greene, personal diary entry 19D

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Next time: romances blossom, revelations will strain bonds to their furthest and the darkest secrets will be spilled.