The full moon illuminated the night sky above Haven Academy. On the school grounds, Qrow took the lead as the currently present members of Team RWBY, Teams JNPR and SCRN, as well as Oscar, followed close behind. Ruby stopped and looked up to admire Haven's CCT tower, before following the rest of the group to a nearby building. They entered the building and were greeted by Lionheart, who was standing on a terrace at the top of the stairs that was being held up by a statue of a woman in chains.

"Why hello. Thank you for... coming." Lionheart said, chuckling nervously. "There... seems to be more of you than last time." He said with another nervous chuckle.

Qrow and the rest of the group stopped to looked up at Lionheart. "Eh, you know what they say, 'The more the merrier'. So what's going on with the council?" Qrow asked.

"Why... did you bring your weapons?" Lionheart asked.

"What? Leo, we're Huntsmen. You okay?" Qrow asked.

Kratos leaned in towards Ryu. "Awfully nervous for meeting up with friends, isn't he?" The former Spartan asked.

"He wasn't nearly as on edge when we first met him. Something must have changed. He's viewing us as if he's concerned about an attack." Ryu agreed.

As the conversations went on, Yang noticed from the corner of her eye a black bird perched on a balcony railing. "Mom?" Yang asked.

Everyone's attention was turned to the bird. It flew away just as Qrow shot at it, but he missed. The bird flew down behind Lionheart, transforming into Raven, donning her mask. Everyone glared at her. "Raven..." Ruby said angrily.

"They... they really are magic..." Nora said in shock.

Raven took off her mask and smirked. "If you're going to shoot me, shoot me. That was insulting." She taunted.

Bayonetta pulled out Rakshasa and transformed them into their Onyx Rose mode. "Don't tempt me." She warned, aiming the shotguns at her mother.

Qrow held up a hand to prevent Bayonetta's attempt at matricide, before looking to his sister. "What are you doing here?!" He demanded.

"I could ask you the same thing. You've been scheming, little brother. Planning to attack your own sister." Raven continued to taunt as she walked down the stairs.

"Leo... what have you done?!" Qrow demanded.

"I..." Lionheart began.

Raven interrupted this, however. "Leo did what any sane person would in his position- he looked at all the information he had in front of him, assessed the situation and made a choice." Raven declared.

"The choice of a self-serving coward. He saved his own skin at the cost of ours." Ryu said, glaring at the Lion Faunus, who looked away in shame.

"And it seems you've all made your choices as well." Raven finished.

"You have the Spring Maiden." Qrow said angrily.

"I do." She confirmed.

"Then hand her over and let's work together! We can beat Salem!" He tried to reason with his sister.

"All that time spent spying for Ozpin and you still have no idea what you're dealing with. There is no beating Salem!" Raven snapped back.

"How did our father EVER fall for you? I know you can turn into a bird, but that doesn't mean you have to have the brain of one. Have you forgotten about the Revived? We can defeat Salem. Whatever immortality she has, our team has a way of getting past it, if we can regain our true powers." Bayonetta argued.

"Oh, really? Then answer me this, daughter: if it's that simple, why hasn't Ozpin done it yet? You weren't the first Revived. And you won't be the last." Raven declared, before suddenly drawing Omen and creating a portal with her Semblance.

From the portal, a fireball was launched at Ruby, but it was intercepted by Ryu, who threw his Windmills shuriken at the fireball, destroying it. "What the!?" Yang cried out.

Cinder stepped out of the portal. "Hello boys and girls." She greeted the, as she was joined by Vernal, Kano, Emerald, Mercury, Medusa and Azula, as they too stepped out from the portal.

"Cinder..." Ruby said with a glare.

"You're here to destroy another academy and steal the relic for Salem. Is there no amount of suffering you aren't willing to inflict to simply gain power?" Pyrrha questioned the Fall Maiden.

"The power I'm after could never be gained naturally. Someone like you who's always had it would never understand." Cinder told her with narrowed eyes a bit as she and her group lined up alongside Raven, while Ruby's group gasped.

"You should be thanking us. Huntsman and these academies are holding humanity and Faunus alike from reaching their true potential. If they were forced to face the Grimm themselves, they would adapt and evolve to heights you couldn't even imagine." Medusa told them.

"Unless they destroy humanity first. They need the chance to evolve and adapt. They won't have that if they were left to fend for themselves." Ryu told her.

"C'mon guys, is that any way to greet your old friends?" Mercury taunted, to which Yang growled at him.

"Everybody, stay calm." Qrow told the former students.

"Teaming up with the sworn enemies of humanity. Just when I thought I couldn't think less of you, mother." Bayonetta said with a glare.

"It's called 'joining the winning team', love. You should've given it a chance when you had it." Kano declared.

Suddenly they heard the doors behind them open up. "Oh no..." Oscar said in horror as Hazel and DIO were seen closing the doors behind them as he entered.

"The White Fang is prepping demolition and securing the school grounds. No one's getting in and no one's getting out." Hazel told them.

Outside, a White Fang soldier was seen placing a bomb on the CCT tower. The camera zoomed out to show more bombs all primed set by more White Fang soldiers. Adam looked on with an evil grin. "Once the charges are set, move back to perimeter watch. Tonight, Haven falls." He declared.

Back inside, everyone watches Hazel and DIO. slowly approach them. "The prey has fallen into the snare. And now the hunters shall reap their spoils." DIO declared.

They turned their attention back to Cinder. "This was all just a trap?" Weiss questioned.

"It appears so..." Ren confirmed.

"Raven, tell me... how long have you been with them?" Qrow demanded.

"Aww, don't take it personally, little bird. Your sister was a recent addition. The lion on the other hand... Entrance into the Vytal Festival was a real treat, Leonardo's been sending Salem all sorts of information for a very, very long time. Isn't that right, professor?" Cinder questioned mockingly.

"There really is nothing like turning someone against their closest allies. It's amazing all the different ways they can be used against someone." Azula added.

"Stop it..." Lionheart said shamefully, looking away with his eyes closed.

"No. She's right to mock you. You deserve to be shamed and ridiculed like the disgrace you are. Qrow couldn't find the other huntsman on his list because you sold them out to Salem." Ryu began furiously. To him, his clan and his comrades were everything, so to see someone give up those things to save themselves was beyond unforgiveable.

Qrow was shocked as this realization set in for him. "I couldn't find any of them, because you let her kill them!" He accused. Lionheart didn't say anything, only still having a sad expression on his face.

Ryu wasn't done, however. "You allowed the Fall of Beacon to happen by helping Cinder and her faction pose as students. And now you lured one of your oldest allies into a trap, I'm guessing to have him killed. All those lives lost or ruined in order to save yours. You are supposed to teach Huntsman to defend people to the bitter end and yet you are nothing more than a self-serving coward willing to throw anyone you have to under the bus to save yourself." The ninja accused. "Such selfish arrogance... I cannot allow this!" He declared, readying his dragon sword.

"The rat should be the least of your concerns. He may be a Faunus of the big cat, but your true concerns lie with the true lions before you!" DIO declared as he and Hazel continued to advance.

"You should all just submit and allow yourselves to be killed by us. Then you can join all those dear comrades of yours. And don't worry. The rest of your friends will be reunited with you soon enough." Cinder told them with a smirk.

"What do you even hope to achieve?" Pyrrha questioned. "You've done all this, helped Salem destroy Beacon, which I'm guessing you plan to do to all the academies, to get these relics that will allow her to do untold horrors to the world so you can get the powers of the Maidens, but for what? Why do you need this power? What will it allow you to accomplish? Because as you do these countless atrocities, all you do is rally people against you. And eventually, no amount of power will allow you to face the wrath of the enemies you have made. And even with these powers, you'll still be nothing more than a pawn to Salem in the grand scheme of things. And what if your body can't even handle all that power? No matter what, you're on a path to almost guaranteed self-destruction. Honestly, even after everything you've done, all I can feel towards you... is pity." The Mistralian champion declared.

Cinder narrowed her eyes at this once again. "Clearly you didn't learn your lesson in the last fight. This time I'll finish what I started with you AND your brother." She declared, making a glowing scimitar.

At this, Jaune gained a look of shock and horror as he remembered the night he almost lost both of the Nikos twins: how shocked he was to find out Pyrrha always loved him, followed by the immediate terror at the thought of losing her, his desperation when he called Kratos to save her, his anger towards himself for not being able to do more, the pain he felt from seeing Pyrrha heartbroken at the believed to be fatal injuries her brother had taken and how heartbroken he himself was at Kratos' condition. knowing he sent him to that battle where he nearly died. All this caused by Cinder, culminating in a blind rage towards the Fall Maiden, especially as she prepared to try and take them from him again. "You're NEVER going to hurt them again!" He shouted, transforming Crocea Mors to its two-handed form and advancing forward. Cinder smirked and blocked Jaune's attack.

"Jaune!" Ruby cried out as she leapt into the air, but a chain wrapped around her and she was pulled to the ground by Emerald.

"You're not getting near her." Emerald declared.

Jaune was then pushed back by Cinder and the two began their duel. Yang ran forward to join the fight, but Mercury landed in front of her.

"Hey there, Blondie. I'm thinking you owe me an apology for my leg, don't ya think?" He taunted. Yang growled and used Ember Celica to propel herself forward.

Kratos and Pyrrha also tried to join in the fight, but in an instant, DIO appeared in front of Kratos and kicked him back into one of the pillars while Pyrrha had to back-step to avoid a flaming axe kick from Azula, before blocking a rising round kick from the former fire princess. "One of the two champions of Mistral. You might actually be a target worthy of being killed by me!" Azula said, rushing in with her broadswords.

"Take out the heiress. Don't bother wasting your power, she's not worth it." Raven instructed Vernal, before drawing her sword and blocking Bayonetta's attack.

"Bayonetta!" Qrow snapped at his niece.

"I'll deal with her! I'm sure you have words for your friend Lionheart!" She called back to him.

Qrow paused for a moment, before glaring up at Lionheart, who backed up fearfully. He then turned into his bird form and flew up to the next level, about ten feet above Lionheart, turning back to his human form and bringing his blade down at him, the cowardly lion barely holding him back with his bracer. "I gave you and Jimmy some gripe in the past, but I always still thought we were comrades, wanting to do the right thing, wanting to protect the people, even if it meant our own lives. That we had each others backs. But you stabbed all of us in ours!" Qrow snapped, kicking the cowardly lion Faunus back.

Qrow then changed his sword into its shotgun form and aimed at his former comrade. However, an arrow suddenly appeared under Qrow's feet, launching him back into the railing and statue. Medusa then shot herself her Vector Sword into the ceiling and reeled herself up to the second floor, dropping a gravity Dust crystal at Qrow's feet to keep him pinned in place. She then landed beside Lionheart, turning back to Qrow with a smirk. "It looks like this poor bird fell off its perch." She said, unleashing her Vector Arrows at Qrow.

However, before they could connect, Ryu ran up the wall and leapt into the air, before flying at Medusa at near Mach speeds with his Flying Swallow technique, knocking her back, then delivering a jumping round kick to Lionheart, sending him towards Qrow. "Don't be too sure of that." The Dragon Ninja said to Medusa she readied her Vector Blade again.

While these pairs began to spilt off from their main groups, Vernal drew her weapons and confronted Weiss. "Let's see what the Schnee name really means." She challenged.

Weiss glared and held Myrtenaster en garde. "I'm more than a name." She declared.

"Hm, prove it." Vernal challenged again. Weiss activated a glyph below her and projected herself forward to fight the Spring Maiden.

"Weiss!" Dante yelled, moving to defend his sister, but turned just in time to block the laser coming from Kano's eye.

The former leader of the Black Dragon laughed at this. "Sorry, mate. But the only way we leave here without body bags is with you in them. It's just business." Kano told him, pulling out a pair of bowie knives almost big enough to be considered swords.

"That's on the same level of shitty business practice as my father's." Dante said, pushing through the laser. "Weiss! Remember all your options! You're not a one-trick pony!" He told her.

Meanwhile, Oscar snuck up the stairs to Lionheart while Hazel confronted Ren and Nora, who held up their weapons defensively. "I don't wish to fight either of you." Hazel told them.

"Nor I you." Ren admitted.

"But we will if you're with her!" Nora snapped.

Hazel simply cracked his neck and knuckles in response. "Very well, then." He said simply as he proceeded forward.

As Lionheart nervously watched the fights going on, he then noticed Oscar walking up behind him. "Young man, I don't know who you are or what you think you're doing, but for your sake, I suggest you leave. Now." He warned the boy. However, Oscar defiantly remained stationary before taking a few more steps toward Lionheart. "I'm warning you!" The cowardly lion threatened as he held out Stalwart. But once again, Oscar defied him and prepared to draw something from behind him. "That's enough!" The headmaster snapped as he rotated his weapon, having a glyph appear above it which then conjured a flaming rock that launched at Oscar, who held out his arms in front of him defensively as the attack explodes. Oscar was unscathed, though his Aura shimmered. He continued to proceed up the steps and drew The Long Memory. Lionheart's eyes widened at this. "Ozpin?" He asked in fear.

"Not quite." Oscar declared, then proceeded forward as his attacks forced Lionheart on the defensive. Lionheart blocked or dodged most of them, but one drove him against the rail. Oscar hit it as Lionheart avoided another strike, then followed up with a swing that sent Lionheart staggering down the steps. He jumped down to continue attacking and eventually managed to whack Lionheart back a few steps.

"This can't be... I knew you would be back, but... you made it here! You found Qrow! How?" The traitor questioned in terror.

(Leo... what happened to you?) Ozpin mentally questioned.

"Wait. You can't have had this form for long. You're... not really Ozpin right now. Boy. Child. If I deliver you to Salem, she'll have to be pleased with me... And I can finally get out of all of this! I can finally be free!" Lionheart told himself, now determined, prepping his weapon again.

"What do I do?" Oscar asked.

"Fight." Ozpin said dryly, to which Oscar proceeded forward.

Weiss traded a few blows with Vernal, the two matching each other move for move. Weiss found that she seemed to be faster and more skilled, but Vernal was stronger and more ruthless. Plus her experience made up for the skill gap. Switching things up, Weiss created a glyph under her feet to shoot herself forward, clashing with Vernal and knocking her off balance, making her stagger back. Weiss then brought herself to a stop and delivered a jumping, spinning round kick to Vernal that knocked her to the left. As Vernal was sent back, Weiss created a glyph in the air behind Vernal, which the false Maiden slammed into, bringing her to a sudden stop, leaving her a bit stunned and winded, allowing Weiss to rush in and land a slash with Myrtenaster that knocked her down.

Vernal rolled back onto her feet, stumbling back a few steps at this, giving a nod of acknowledgment to Weiss' abilities. "So, you're not bad. But I'm just getting started." Vernal said, hoping her bluff would be enough.

Elsewhere, Jaune was knocked to the ground. Cinder chuckled at this. "I'm starting to remember you, you're the dense one that can't tell when he's out of his league." She taunted.

"Jaune!" Pyrrha cried out, attempting to run to her leader's side, but she was forced to halt and block a strike from Azula's broadswords. Then, before she could react and force Azula back, the former Fire Lord dropped to the floor and swept Pyrrha's feet out from under her, sending her to the floor, where she was sent rolling across the floor by a flaming kick from Azula.

"Pyrrha!" Kratos shouted, pushing DIO back and trying to aid his sister, but The World suddenly appeared and delivered a kick that sent Kratos back into DIO, who hit him with a powerful punch, putting him between DIO and his shadow, allowing them both to beat down on the former God of War.

Jaune got back up and clashed blades with Cinder again. Ruby watched them fight, but was snapped out of her distraction by Emerald. She then transformed Thief's Respite into its revolver forms and fired at Ruby, who twirled around Crescent Rose blocking Emerald's shots. "Why are you doing this?! Salem's-" Ruby tried to reason with her.

"I don't care about Salem! But I owe Cinder everything." Emerald declared. "You want to fight her that bad? Be my guest." She said, then activated her hallucination Semblance, creating a wall of fire, which Cinder emerged from and charged at Ruby. Suddenly, Cinder's form disappeared, while Emerald tripped fired a bullet that narrowly missed Pyrrha, who was struggling against Azula's speed and aggression.

Pyrrha was narrowly able to block or parry Azula's strikes with her weapon, but the fiery girl was relentless and tripped Pyrrha up with a kick to the knee, allowing her to hit Pyrrha in the chest with another kick, staggering her back. She then swung both swords at Pyrrha from the left, forcing her to block with her shield, leaving her back open for Azula to hit her with a round kick. This staggered Pyrrha, but she managed to recover and prepared to attack, but noticed Azula readying an attack. Believing it would be a stream of fire, she raised her shield again to block. However, the former princess was readying a lightning blast, which she fired into the shield, the electricity going through the metal into the user, causing Pyrrha to cry out in pain.

Jaune heard the scream and looked in her direction as tears welled up in his eyes. "It seems like she's destined to die. And you're destined to only sit and watch, unable to do anything." Cinder taunted.

"Stop messing with me!" Jaune snapped back at her.

"If that's what you want..." Cinder said, then ignites her scimitar, which was now fully coated in flames. Cinder and Jaune proceed forward to clash.

Ruby looks behind her and noticed the two preparing to finish each other. She briefly thought back to the moment when Kratos fell from the tower and her eyes started to shine bright again. "NOOOOOOOOOO!" The silver-eyed girl screamed as a bright light engulfed the area, but died down when Ruby was knocked unconscious by Emerald.

However, the damage was done and Cinder fell to her knees, holding her arm in pain. She looked up and barely missed Jaune's attack as it chipped her mask that concealed the left side of her face. As Cinder moved out of the way, Jaune tripped and fell. Cinder got back up, enraged, activating her Maiden power while doing so. She then stepped on top of Jaune to hold him down. "Did you think you actually had a chance against me?! You?!" She demanded. Jaune struggled to reach for his weapon while Cinder calmed herself and deactivated her Maiden power. "You're just a failure with a death wish." She scoffed at him.

Jaune growled at this. "I don't care what you do to me. All I care about is keeping my friends safe. I'm fine with dying, as long as they can make it." He said defiantly,

Cinder looked to Jaune's comrades as they fought against their respective foes. Nora jumped up attempting to bring Magnhild down on Hazel, who grabbed it, then tossed her aside and used his arms to block Ren slashing with Stormflower. Kano was blocking Dante's attacks and managing to avoid some attacks, attempting to hit Dante with an eye laser. Mercury blocked Yang's attack, then ducked under a shot and leapt back, before launching himself up, but only hit the floor as she moved. Ryu managed to grab Medusa's head and throw her back into a wall with his Guillotine Throw, but when she hit the floor, she launched herself back at him with a Vector Plate, hitting him with a drop kick to the gut. Kratos managed to unleash his rage and batter DIO back, but the former vampire was still far from finished. Pyrrha was clearly tiring out, but was now on somewhat even footing with Azula.

And then she saw Vernal on the back foot with Weiss. So by taking her out, she'd be stopping the risk of losing the power she sought and would break Jaune's spirit. Two victories in one. "You think so?" Cinder questioned with a smirk, then slowly proceeded toward Weiss while she conjured an obsidian spear.

"No..." He pleaded as he watched helplessly while Cinder continued to advance towards Weiss. "NOOOOOOO!" He screamed in desperation as Cinder threw the spear.

"WEISS!" A voice cried out, before the spear impacted its target. Weiss fell to the floor after someone had shoved her, the fencer quickly turning around to see what happened, her eyes widening in horror as she saw Dante impaled with the spear in her place. She gasped in shock as everyone stopped their fighting and stared in shock as well.

"Dante..." Bayonetta whispered in horror.

"No..." Weiss pleaded silently. The spear then disintegrated and Dante fell back onto the floor, laying motionless.