"Your leaders have lied to you and failed you…" Oscar said softly to himself, his hands gripping his borrowed bo staff tightly enough that his knuckles were white. His eyes were locked to the animated billboard closest to his team's position on the side of a nearby building, where General Ironwood had just finished speaking. The air was still, and though he spoke in a near whisper, to him, it sounded deafening. "He places the blame for this situation equally on his shoulders as my own…"

"That's the kind of man he is," Taiyang mused as he gave his trident a quick and nervous whirl. "Whether I agree with everything he does or not… James is a good man, and he's doing the absolute best he can with a bad hand. Now, it's our turn to play our part."

"And play it we will," Elm asserted with a firm nod as she walked into Oscar's line of sight. "Our Academy reinforcements are arriving soon, and I'll handle delegation and rounding up the panicking masses."

"As you wish," Oscar said as he returned the nod. "Taiyang and I shall remain here and assist with the boarding process. People are already beginning to panic…"

All around them in the central square of Mantle, the warning signs of an oncoming mass frenzy had already started to show themselves. What little morning traffic was there in the roads had ground to a halt, and not a soul moved from their positions on the sidewalk as the billboards above and around them began to replay General Ironwood's warning message. Small airships carrying Academy students and other, larger ones for the evacuation began to appear above the square, and citizens began pointing upward with insistent yells as they moved closer to the expected landing site.

"Can you blame them?" Taiyang asked rhetorically. "Even without the direct threat of grimm at the moment, being told to pick up your entire life and run…"

"These are the smart ones," Elm added. "The ones coming immediately to the escape. Leaving your life behind is the key- those taking the time to run home and gather their belongings may not have the opportunity to leave when they return…"

"It isn't just belongings," Oscar said with a scowl. "Some will go back for their families. Others, their pets, heirlooms, life savings… it never should have come to this. If they knew who I am…"

"They don't," Taiyang reminded with a sense of urgency in his voice. "And you can't let them. Once we get topside… explaining who you are, or who's inside of you, depending on who I'm really talking to right now… maybe you should."

"I feel that I'm obligated to," Oscar resigned. "For now, though…"

"Enough of these what-ifs," Elm declared as she took up her hammer. "I'll be on comms. Begin loading the transports. See you soon."

"Such a sunny disposition," Taiyang mocked as Elm ran off, weaving through the incoming throngs of civilians. "Alright, let's try to keep this orderl-"

"Uh… guys…" Sun's voiced interrupted over their headsets. "We're at the harbor, and the sky over in the direction of Argus is black. We've got incoming… lots of incoming…"

"The compromised towers…" Oscar said to himself as a small family of faunus made their way up to him. "They weren't just the ones in Mantle after all…"

Another interruption came in the form of a manhole cover rocketing into the sky and quite nearly careening into a clump of civilians. All it took was a single long, black, clawed limb to reach up out of the sewers for the yelling and panicked sprinting among the populace to begin.

"Grimm!" Taiyang called as he took up his trident and ran straight for the breach. "I've got it! Start loading people!"

The airships touched down behind Oscar, and people were already shoving forward to try to reach the crafts before those aboard could exit them to guide the process. Oscar stepped forward, holding his staff horizontally to keep the people at bay.

"Listen to me! We need to do this with c-"

It took only seconds for a burly figure to rush forward, leading a charge of people unwilling to listen. Oscar was easily bowled over, barely feeling the pain of the back of his head impacting the pavement before he blacked out to a chorus of frenzied screams.

"Shit," Sun cursed as he squinted out over the horizon line beyond the sea. A wave of black seemed to be crawling in, darkening the sky inch by inch and gaining speed. "We've got like fifteen minutes at best before they're all over us…"

"And they're definitely grimm?" Neptune asked, his face growing pale as he put a hand upon Sun's shoulder. "With Ilia changing assignments… the three of us are the front line?"

"Looks that way," Blake answered from Sun's other side. She looked over her shoulder as one of the dock workers offered a pair of binoculars, which she raised and peered through. "Grimm. Definitely grimm, being led by the largest one I've ever seen… it's like a flying whale…"

"…so what do we do?" Neptune asked, squeezing Sun's shoulder hard enough to draw his attention away from the oncoming swarm. "If they blanket the sky, we can't evacuate from here. All they'd have to do is go into low altitude and they could intercept everyone on the way up to Atlas. People are headed down the ramps and into the docks, and we've just got Academy students holding them back. If they see this…"

"Ironwood," Sun said insistently as he pressed against his earpiece with two fingers. "Salem's inbound at our extraction point. ETA 10 minutes, maybe a little more. Should we divert any civilians who come our way to another point, or…?"

"By air?" came General Ironwood's immediate response. "Argus is out past that port… the city may indeed have fallen without our knowledge…"

"By air," Sun confirmed. "But I wouldn't be surprised if a whole mess of shit starts crawling out of the ocean as they get closer…"

"Once again, you find yourself at ground zero," General Ironwood considered. "And once again, I will tell you that no one will blame you if you choose to run. Evac should be diverted, but more people will make it out alive if the line is held there at the harbor. I'm not going to ask any of you to personally stay, but I am going to give the order that all willing should fight to their last. Either delegate someone from the Academy to take over relocation of evacuation beyond the initial ships to the park with Squad 2 or lead the effort yourself. I'll send a third of the Atlesian air force down above the harbor to meet the enemy above the water. Whatever you choose to do from here… good luck, Sun. Soon, I'll have my own battle to contend with and be unable to advise you. I trust your instincts, as does your team."

"Sun… bro…" Neptune said uncertainly as he finally allowed his hand to drop. "I do trust you, and I'd follow you anywhere… but I'm not ready to die just yet…"

"We're not going to die here," Sun replied, sounding annoyed as he once again touched his earpiece and opened his mouth to speak.

"Oscar's down!" Taiyang's voice chimed in over everyone's earpieces. "We need backup at Point 3! Grimm are coming up from the sewers! They're inside the city already!"

"En route," came Harriet's reply. "Raven is now the only unoccupied member of the relief squad. Plan accordingly."

"We need Raven here," Sun answered without hesitation. "Salem's main force is heading toward the harbor, and… Blake, Neptune, and I are going to hold the line for as long as we can alongside air support. Once the point falls, we'll need Raven for extraction. Everything might hinge on this move..."

There was a moment of silence in which Sun held his breath, desperately hoping that he had been heard… and that his orders would be trusted as important by a huntress so much more experienced than him.

"Copy," Raven answered. "On my way."

"Oh gods," Neptune said under his breath as he began to pace. "We're doing this. We're really doing this…"

"We are," Blake agreed as she drew Gambol Shroud and did a series of checks for both its ammo chamber and transforming capabilities. "We're a team. A family. We can do this, and we'll have a Maiden at our sides, alongside whatever air support and Academy students aren't busy evacuating the civilians."

"About that," Sun replied as he turned and began to jog toward the entrance to the harbor, where three massive transport ships were waiting. "Follow me. Weiss, Yang, Jaune, Corsac, Ilia, and the Aces defended these docks with me when we first arrived. It's almost poetic that we're back here again now…"

"Let's just hope it isn't a tragic poem," Blake mused. "Is it a bad sign that I… I'm obviously worried, but I feel almost… content being here with the two of you? I have absolute faith that we can pull this off."

"You do?" Sun asked, sounding surprised. "I don't know what that means, but it's making me feel a little better, too. I think we can do, it's just… it won't come without cost."

"Does anything anymore?" Neptune asked. "I'm basically just running on adrenaline right now. If you two think we've got this, though, I'll believe you. Stay close. In each other's line of sight at all times. Please?"

"You got it," Sun answered with a nod as he made his way up to one of the long transport ships where a nervous-looking pilot was waiting. "Hey. How many do these ships fit?"

"…we can pack in a thousand in an emergency," the young man, a brunet standing about a head shorter than Sun answered. "Any more than that, and we're risking the safety of everyone on board."

"Then we get the first 3,000 airborne as soon as possible, and the rest get rerouted to Frostflow Park. Relay those orders to Academy students at the entrance and send any willing and able down to the docks to fight with us. We're the front line, now."

"W-we're the front line…?" the man repeated with a stutter, only for Sun to nod in response. "Y-yes, Sir!"

"That takes care of that…" Sun said to himself as he turned around to face Blake and Neptune. "Now, we've gotta get r-"

Sun instinctively ducked as a lone black figure careened through the air high above him, moving far too fast for the faunus to make out its shape. Before he could say anything, a second figure gave chase to the first, its scarlet, membranous wings briefly catching the morning sunlight as it sped past.

"…you don't think…?" Sun asked as he straightened up and tried to peer toward the center of Mantle, though the nearby buildings blocked his view.

"…I don't know," Blake answered uncertainly. "But if it isn't her, we'd be causing a panic bringing it up. And if it is… I don't know if a warning would even help…"

Ilia ran as hard as she could through the crowds of people, turning sideways to slip through gaps in the fleeing citizens and leaping over haphazardly parked cars on her way to the election hall. Her lungs burned, her lips were dry, and despite all of her efforts to remain calm, hot tears had manifested in the corners of her eyes. She couldn't articulate just why she felt ready to cry, and she didn't know whether or not adrenaline alone was enough to bring it on. Either way, the faunus kept running as fast as her legs could carry her toward her destination.

A scream on Ilia's left drew her attention, and the roar that followed was enough to divert her course. Though she was only five blocks away from her goal, she refused to let any grimm run loose in the city if she could help it. With a graceful skid, she pushed off the pavement and ran toward the noise to find a grisly scene. A collared beowulf stood over the corpse of a middle-aged woman, her stomach sliced open and her innards spilling out over a section of the sidewalk. No one even tried to fight back against the frenzied beast as it stood drooling and looking between its next potential targets. Several people in the immediate area tried to run, while others stood frozen in fear near the body. The monster raised a claw again, and Ilia just barely managed to get between it and its prey before thrusting her weapon upward and impaling the center of the beowulf's paw with the pointed tip of her armament.

"Move!" the faunus commanded. "I've got this!"

The beowulf let out an enraged roar before swinging with its other arm. Ilia was quick to tap one of the digits on her glover hand to her palm, activating the dust crystal upon her fingertip. Almost instantly, her entire body became a faunus-shaped flickering jumble of electricity, and the beast swiped straight into the heart of it. Arcing jolts conducted through her weapon and the beowulf's swinging limb, shocking it and causing the smell of burning fur to rise in the streets. Within seconds, the beast had been electrocuted and burst into ash as Ilia reverted to her usual form with a series of labored breaths. Much to her disbelief, her efforts were met with the sound of clapping and cheers from several pedestrians around her.

"Yeah! You saved us!"

"Get the hell out of here!" Ilia yelled as she straightened up and pointed her weapon at the businessman who had stopped to praise her. "Didn't you hear the announcement!? If you don't leave, you're going to die! Get moving!"

"Look out!"

Ilia had only a single second to figure out what the civilian had tried to warn her of, and it wasn't enough. Quite suddenly, something dropped out of the sky in a flash with enough force to dent the asphalt of the road and send up clouds of dust. Ilia raised her arms to shield her eyes from the rolling particles and coughed twice as they drifted on past her. As the air started to clear, she was able to make out a lone figure standing at the far end of the long, torn-up line of road. Without a word, the pale, winged woman began to slowly approach through the debris, and though Ilia had never seen her before, the faunus knew immediately that she was looking at Salem.

Author's Note:

! CHAMELEON AT RISK !

-RD