Mercury kicked off of Sauriel's shield and weaved the swing of his mace. Sauriel didn't let up as he bashed Mercury with his shield, sending Mercury sprawling back across the ground, but he quickly recovered as he kicked upright again.

Meanwhile, Orion was dueling the other person who was at Elias' throne, Virgil. He and Orion were stuck in a silent but intense, it was at a point where not even Orion would risking taunting or provoking him like he did everyone else.

" Your swordsmanship is filled ferocity and bloodlust, and you call yourself a swordsman. You aren't fit too wield a blade, let alone one such as this one." Virgil said as Orion and him locked blades. Virgil suddenly flurried his sword, sending Muramasa sailing into the air and staggering Orion.

" As if you deserve to wield a blade." Virgil taunted as he kicked Orion with enough to send him crashing into the wall near the others as Muramasa landing blade-first in the ground in front of Virgil, who picked it up and examined it carefully despite Orion's weak protest to not. " I am Muramasa, the blade of the shifting sands. Interesting, such as shame such a such fine blade belongs to you. I'll do this blade a service, and relieve it's suffering."

Orion weakly forced himself out of the wall but ended kneeling on the ground weakly as he spat blood onto the ground, " Don't touch...that.."

Yang and Ruby looked at each other and nodded in agreement as they ran to Orion's sides and tried to help him up despite the protest of the others. Orion couldn't even get up with their aid before they heard the sound of something breaking.

Orion weakly looked up and saw Muramasa underneath Virgil's foot, broken in half. Mercury and Sauriel stopped their battle and looked at Orion as they noticed a dark black aura begin to seep from him before a wave of pressure exploded from around him, cracking the floor, wall, and sending Yang and Ruby crashing away from him.

" MURAMASA ! "

Everyone was stunned at the site, even Elias who for a moment didn't realize what happened but he quickly returned to his smug expression. Sauriel and Mercury were speechless, until Mercury took the chance to coat his legs with his aura and kick Sauriel dead in his chest, sending him sliding back across the ground.

" Interesting.." Virgil said calmly, despite the fact Orion's flaming fist was pushing against the side of his blade. " My, it seems I've awakened a devil-"

Virgil didn't finish his taunt before Orion's brute-force shattered Virgil's blade and struck Virgil, sending him sprawling back on the ground. Virgil got to his feet as Orion's tendrils pierced Virgil's body and swung him around completely, and threw him into Sauriel.

Orion's arms went up in flames yet simply hung limply at his sides and his head was held low , as if he was fighting unconsciously and relying purely on instinct. Sauriel shook himself as he gripped his shield and mace just Virgil got up, despite the gaping wounds in his stomach and chest.

Virgil took of his mask to reveal a man with battle-scar faced as he sighed in defeat. " It appears I've been wounded, seems I might be dead soon enough", he said calmly as he removed his armored gauntlet to reveal his hand which was started to flow with a black aura. He took a deep breath before driving his own fist into his chest, causing everyone but Elias, Sauriel, Mercury and Orion to recoil in fear and shock.

Virgil collapsed onto one knee as he removed his hand from his chest. The gaping wound began to seep a dark aura instead of blood. The aura straightened itself like strings that quickly shot themselves to Elias' waiting hands. He flexed his fingers as and by accordance Virgil moved as well.

Like a puppet having it's strings pulled, Virgil moved in accordance to Elias' will.

" What do you think you're doing...? " Orion questioned Elias with a low voice.

" A God can do as they please, whether it's creating worlds, or turning his followers into puppets for his own sake. Virgil here pierced his own heart, and as such allowed me an easier way to lead him. So loyal, even after death he heeds my every command." Elias calmly, as if he truly believed he was a god.

" What gives you the right...? "

" A God needs no right to-"

" Stop talking..." Orion said suddenly but lowly, sending a chill down everyone but Elias's spine, sending Sauriel' crashing into the sides of Elias' throne as Orion's aura put pressure on the surrounding area, cracking stones, walls, floors, and shattering the ground beneath him, all to everyone but Elias' bewilderment. " You're voice...you're beliefs...your pride...is sickening beyond belief.." Orion said before his flames extinguished themselves without a warning.

" I find that ironic coming from one such as yourself. Don't you see, with your powers coupled with mine, we can change this world. You can become a god, and-"

Instead of an agreement, outright refusal or even insult at the least as Elias had expected, Orion instead laughed. Not a sarcastic laugh, but an outright maniacal laugh the unnerved even Mercury.

" Might I ask what you find amusing ? " Elias asked Orion, causing him to stop his fit of laughter.

" You.." Orion said with a mixture of disgust and hatred, " you think...that you and I are the least bit alike...? You couldn't be more wrong..."

" ENOUGH OF YOUR INSOLENCE ! " Sauriel suddenly shouted as he charged at Orion and brought swung his mace downward only for him to stop suddenly. There was an invisible force pushing against Sauriel's mace, though Orion's arms were still hung limply at his side, as if he hadn't done anything. " What is this..!?

Within the blink of an eye, Orion's arm was coated in flames and Sauriel's blood, having drove it through Sauriel's chest and it came cleanly out his back, despite having broken through his armor.

" Impossible...!" Sauriel said weakly in anger and shock as Orion's arm refused to budge, " I refuse to be defeated..! I...-"

" Orion," Mercury said suddenly as a silver aura began to envelope his legs, " hold him right there."

Orion simply nodded at him as Sauriel dropped his mace and shield and tried his hardest to pull Orion's arm from chest to no avail. Mercury took several steps towards Sauriel before aiming his kick high.

When the blow connected, Sauriel's dismembered head landed directly at the base of Elias' throne just as Orion pried his bloodied hand from Sauriel's lifeless corpses as he threw it aside.

" Sauriel as well. Hmm it appears that even with a puppet, you'd still be trouble." Elias said as Virgil's body went slack and lifelessly hit the ground and Elias calm rose from his throne with his sword at his hip and descended the steps.

" You repay his loyalty by just...tossing him aside ?! " Weiss yelled in anger at Elias who waved her off.

" He served his purpose, and he failed. You wouldn't use a cannon to kill a fly, so why send a cub to do a lion's job ? " He responded calmly, sending a shiver down Weiss's spine as he turned to look at Orion and pointed at him, " You Orion was it ? You're body is fire, well can you assume what my power is ? "

Orion blankly looked at Elias as his tendril's dissipated and Elias's hand was already was already in Orion's face. He was much faster than anyone, even Ruby could have seen. " Here's a hint, your regeneration means nothing to me."

He wasn't kidding when he said that either. Orion's eyes went wide as a burst of a shockwave struck him full-force and he was sent sailing back along with Orion as they both collided mid-way and crashed into the wall between everyone else.

" Looks like it's now or never.." Sun said with the slight trace of regret. He didn't even notice that Elias was already between him and Neptune until he put his hands on both of their shoulders.

" Don't take your loses to hard, you would have been defeated anyway. If anything, Umbra, and that Orion were your only chances at victory. Had they been at their best, I'm sure you would have been a threat."

Sun and Neptune could scarcely blink before they were sent crashing into opposite ends of the Throne Room. Team RWBY charged at Elias without a second thought but like he done to Orion, Elias' fired a shockwave that sent them crashing back as well.

He aimed his next attack to Team JNPR, and this time, Pyrrha, Ren and Nora were all sent flying. Jaune, having raised his shield to block the blow slowly began to realize that Elias had left him only, and that's when Jaune realized just how similar him and Elias looked.

What stood out the most on Elias was that he a giant scar running down the side of his right eye, running from the top of his eyebrow and reaching down to his right cheek. While Jaune's blues eyes where those of someone who had faced the threat death and even though frightened by it, was able to push back against and overcome.

Elias's blue eyes were completely different. He had the eyes of a person who had repeatedly faced death, and instead of fearing of death, he bent it to his will. Even the sword at his sword mirrored that of Jaune's Crocea Mors, only his sword's pommel was more intricate and the blade looked even more sinister.

" So you're an Arc as well. My it's been a long time since one of my own bloodline." Elias said calmly as he took Crocea Mors from Jaune with ease as Jaune fell back in shock and fear.

" W-W-W-Wait an Arc?!..."

" Oh it seems I've forgotten, you see it's been centuries since I've actually met another of my blood face to face. You see, when the first war against the Grimm came into fruition, when Chaos led his forces against humanity, who do you believe led us ? You see, people who were talented beyond all measure had to lead humanity against the darkness. Dust was merely a tool, but a tool is only as good as the person wielding it. So I refused to rely on it and more focused human resistant by the means of harnessing auras." Elias explained as he examined Croce Mors, his eyes flushed with nostalgia at the sight and touch of his old blade.

Even if it was silent, subtle and only audible to him, Orion was cackling lowly at the developments as he hit the ground face first before the others after he pried himself from the wall. " That...was just as funny as I thought it'd be.."

Jaune couldn't even wrap his head around what he was told until one simple question came to his mind, " Why ? "

Elias turned to him with intrigue, " Simple, blood of my blood. You see, I personally battled Chaos myself for the fate of humanity. Of course, to do came at a great cost, naturally. To fully seal Chaos off, I had to sacrifice my own life of course, but in order to do that I had to do battle with the demon, and as you can imagine that took...a very long time. But when I did, it cost my life to just seal him away, yet I didn't die as I learned. You see Chaos...gave me insight on how the world worked, during our battle I fell prey to the powers he possessed, and likewise was affected by darkness, " Elias explained and paused briefly as Jaune looked on in continued confusion before Elias continued, " along with that darkness came a sense of clarity on how the world truly works and I realized that I required powers akin to a gods to bring this world to heel, and I realized that my old foe Chaos had that power."

" W-W-Wait I thought you beat Chaos ? " Jaune stammered confusedly.

" Yes and no. Yes, I fought Chaos, and yes I sealed him away myself, on the other hand it wasn't really a victory. You see the "no" part was well...my death and rebirth. You see Chaos wanted to use me to free him from the very prison that I sealed him in, only...my rebirth was decades afterthe battle and I was...foreign to the way the world worked at the time and I was to weak to do anything but find my way here, over the decades I've built up my forces, retrained my body, broken Chaos's chains of control and even bent the darkness to my will. Which brings me to my next point." Elias said as he crouched down across from Jaune, who scooted away from Elias with urgency.

" Wait...what do you want from me then ?! "

Elias simply extended his hand to Jaune, " Join me, blood of my blood. Us Arc's possess near limitless potential in terms of our auras and semblances, which is why I didn't rely on dust when I first faced Chaos. You're the blood of my blood, an Arc who's prowess shines like the moon, we have the power to shape the very world, and if two of us alone where take the powers of Chaos, we could be unstoppable. There would be soo few who could rival us."

The person to answer wasn't Jaune, but Orion who answered with nothing but a simply laugh as he forced himself to his feet, " you know...your arrogance is really something.." Orion said through a difficult gasp of breaths and the occasional spat of blood. " You wanna know my surname, the name I gave up after I burned down that shitty village down and Cinder found me ? "

" Please enlighten me." Elias said as he dropped Crocea Mors and raised hand and aimed at Orion, " before I finish you off. Someone as persistent as you must have at least a noteworthy background."

Orion actually seemed to take pride in that statement as his arms weakly as went up in blue flames, " Orion..Flamesong. You'd see why I was quick to get rid of it."

Elias actually lowered his hand in favor for drawing the sword at his side, " DON'T say that name in my presence ! "

" Oh looks like I struck " God's " nerves ! Come on, you spoke so much about your limitless potential and then one little name gets you all bent out of shape. I'd guess it's because you know the whole story about " The People With Mystic Flames " who's flames burn even the shadows. If you don't then, allow to show you." Orion said as he grabbed the Book of Oblivion and opened it with surprising nervousness.

" You...WOULDN'T ! " Elias yelled in a mixture of shock, and anger. His blade flowed a dark aura that extended and shot a dark tendril made of shadows that fired straight at Orion.

He should have been able to dodge, it should have been easy. It was a sloppy blow but that even in his state Orion should have been only slightly wounded but it wasn't his blood that soaked the ground.

Instead it was Raven's blood, who weakly put her hands on Orion's shoulders and weakly looked into his eyes. " Don't lose...your humanity."