Author's note: Today, we're starting with the villains. Enjoy.


Salem approached Marcus, who stiffened up as she walked towards him and looked at him with her red, soulless eyes.

"Remember the semblance you gave me?" Salem asked and said, "It is done. Take it back, and use it." Marcus swallowed nervously and raised his right hand to be in front of Salem's face. Red energy wafted out of her head and into his hand, and he clasped his wrist as the dark energy was forced into his body. Then, he smiled.

~o~

Two fleshy Seer minions floated towards a colony of penguins. One of them stopped three meters into the colony, the other kept going some distance further. As soon as both were in position, Marcus used Dissonant Elegy through the first, turning easily a hundred penguins into giant bird monsters with skeletal feet and arms, with wing-like blades protruding from their lower arms. Their torsos were still roughly the same, but dark red instead of white, and their heads now rested atop skeletal necks, and their beaks had sharp fangs protruding from both the upper and lower part. He then used his newest semblance, Hellscape, through the second minion, creating a thick, black fog that covered roughly one square meter of the ground and spawned Grimm-like limbs, including tentacles, arms, and a maw on the ground in the center. The limbs immediately began tearing into the helpless birds, their final thoughts of despair and pain causing the area to widen explosively, allowing new limbs to spawn and claim even more victims.

~o~

The Ace-Ops were trying to catch Eira, which was surprisingly difficult, despite their years of being in the military, and the few months of teamwork training they got from Ruby's Group. Harriet tried to keep up with Eira, who had frozen the ground and made literal ice skates to move around.

"Got you," Harriet said as she slowly got the hang of running on ice. As soon as they got to a corner, Harriet crashed into a wall, leaving a dent in it.

"Stay," Marrow said and tried to stop Eira, but she drifted and threw ice scraps at him, which stopped instead.

"You're mine," Elm said and fired her rockets, having them home in on Eira. She managed to keep her distance, made the ice reflective and hid behind a car, causing the rockets to hit the ground in front of Vine and sending him flying. Clover readied his fishing spear and charged at Eira, knowing he just needed the heated edge to make contact once, since Eira's aura wasn't made to withstand damage and heat.

"Maybe next time," Eira said and jumped over Clover, pushing him down into the ice, "And don't worry, your reservation still stands." She quickly made her escape, and when the other Ace-Ops arrived, the ice was already melting again.

"What was that?" Elm asked as she helped Clover up.

"Well, there is this place in Atlas," Clover answered, "They got good food, at good prices." They gathered their bearings and got ready to return to the academy, thinking about how they would explain that they got beaten by an ice cream vendor with absolutely no combat experience.

~o~

Ruby was going over her notes again, looking for ways to get that holiday going, and occasionally transmuting rocks whenever she felt good enough to try it again. She felt that she was slowly getting better at transmutation, and also at being more mediocre than she actually was. Suddenly, someone knocked on the door.

"Come in," Ruby said, and Okeanos, a tiger shark faunus and servant of Sirena, opened the door and looked inside.

"Her Highness has requested I see if you need anything," Okeanos said.

"Perfect timing, I actually do need a few things," Ruby said, "There is an ice emporium in Atlas, run by a woman named Eira Gelé, who needs help with some personal stuff. Before it gets too bad. Go and find Raven Branwen on the surface, she can deliver the message. And while you're there, also tell her to let her daughter know that Amity needs additional protection. Ideally no inorganic protection. As in, real people. And lastly, find a member of Sophie Weber's swarm, and tell her to protect Rudy and Claus Nordmann. The swarm members are to reveal their identities and intentions to them, and protect them from harm. The swarm is to not hinder their movement or force them to join, include anyone the two hold dear in their protection, and follow their orders, unless those orders would harm innocents."

"As you wish," Okeanos said and left the room, closing the door behind himself again, and leaving Ruby to her studies and training. She started to get worried about how easily she could give orders now, and wondered if it was enough, but decided that she was doing the right thing and dropped any thoughts about the validity of her leadership, focusing on doing what she could instead. Realizing she needed more help, she got up and started looking for something.

~o~

Sirena left the ocean and climbed onto the shoreline of Salem's Domain, using Tranquility to conceal her presence from the Grimm. In front of her, just a few meters away from the shoreline, she saw Paradise, the semblance of her, Cinder's and Winter's fusion, at work. The fine white mist covering the ground was speckled with tender-looking tentacles and gentle arms surrounding a mouth in the center. Another mouth was forming on a rock at the edge of the area, a sign that the semblance had already claimed some Grimm.

"Come little Grimm, I'll take thee away," Sirena sang with a devious smile, as the crown of choice shimmered on her head in the dark light of the moon. She drew her scepter and made it form an ice blade, waiting for any Grimm strong enough to make it past her trap. Surprisingly, however, Ichigo's boat docked nearby, and the bunny faunus jumped off.

"What are you doing here?" Ichigo asked when she noticed Sirena.

"I could be asking you the same," Sirena said and hid Ichigo as well, "I thought you were done with Salem after she left you to rot."

"True, I am," Ichigo said, "But I'm followed by some orbs, so now I'll use them to hurt Salem. Once they get here, that is."

"I suggest you get closer to her castle for that," Sirena said, "The combat drones will be more effective there." The first few Beowolves arrived, only to be torn apart by the arms and tentacles, and chewed up by the mouths. Instead of evaporating in black smoke, the Grimm turned into white mist, spreading the semblance's area of effect.

"What if she catches on?" Ichigo asked.

"Then you can run," Sirena answered, "You have prey sense, after all." The new mouth opened, and more tentacles started unfurling from the ground covered by the white mist. Sirena sent a relatively weak aura arc to knock a Giant Nevermore down and into the mist, where it was promptly grappled and killed, empowering the mist even more.

"Alright, but why are you here?" Ichigo asked, "Do you want to destroy her?"

"Yes," Sirena answered, "But that plan is already in motion. I'll just have to wait a bit longer." The two waited for a bit more, knocking down any Grimm that approached and helping Paradise to spread through the land of darkness. When the combat drones arrived, Ichigo jumped over the white mist and led the drones closer to Salem's castle, just before the Grimm pools started. There, she made a pillar of pink cream, which Salem's minions could use as cover to fight off attackers, and made the first drone get caught in a dent on the outside of it before trapping it. She repeated the process with the other two drones, and then left, this time for good. The Grimm that came out of the pools immediately got hit with leaf green energy blasts, which turned into a patch of roses upon hitting them. The roses fell to the ground and tried to take root in the dead soil, but to no avail.

"Here, for you," Sirena said after she got to the roses and placed some worms on them. She then used Retrieval to bring a bag of top soil to herself and poured it on the ground, with the Grimm still not noticing her. The next patch of roses landed on the fertile soil and took root, and the worms would provide more nutrients for them. In the castle windows, she saw Salem look at her and come to investigate, so she quickly made a portal to Ruby and returned to her castle. Salem found the roses harming Grimm and creating tiny damaging spheres, so she forbade her Grimm from crossing the line of the pillars until she knew how to deal with the situation.

~o~

Ruby entered Sirena's treasure chamber and looked at the pile of angel's tears. Almost five thousand already sounded like a lot, but she didn't expect there to be that many. She carefully picked up a pink one and looked at it, but was unable to figure out what its semblance was. So, she used her alchemy skills. She put the pearl down and cast a simple inspection spell, revealing a series of symbols she had never seen before.

"Alright, aura is energy, so this worked," Ruby said to herself, "But what do these mean?" She was about to sigh in defeat and give up, but remembered Loremaster, and decided to give it a try. After the green energy beams were done scanning the angel's tear, Ruby suddenly understood the symbols. She made a pillow of maroon silk, barely larger than her palm, and had the semblance's name embroidered in it with gold threads, then moved on to the next pearl, and kept doing it until she got too exhausted to keep going. She already felt how she got more interested in learning after using Loremaster a dozen times, and she knew it wouldn't go away for a long time, but she had to keep going regardless. However, she set herself a goal when to stop, so she wouldn't spend too long on this. She just needed one semblance. Maybe two couldn't hurt. Then again, Sirena copied all of these, so it was probably best to know what she was capable of, since she had the chance now.

~o~

Weiss left the ice cave, disappointed that so few of the people down there could help her the way she would've liked. She had spent the entire day fusing with people. Officially, it was to offer a new challenge in the fighting ring, but in reality, she tried to find powerful semblances to make her fusions share with her. However, none of those semblances really appealed to her. She did get a few, but they still weren't as good as she had hoped. Plus, not a lot of people were willing to fuse in the first place.

"Why is that so difficult?!" Weiss shouted towards the sky, not caring about the people around her. She summoned a Griffon and flew away on its back, heading back to the academy. On the way, she decided to try her new Eagle Eye semblance and see how far she could see. To her surprise, and horror, she spotted a bunch of skeletal penguin monsters driving all manner of arctic wildlife into a zone covered in a thick black mist, where tentacles, arms and maws were waiting to tear them apart. Whenever something died to those limbs, their suffering caused the black fog to expand in all directions. She pulled out her scroll and contacted Winter.

~o~

A yeti crab carrying four angel's tears made its way back to Soraklia. As soon as the fuzzy crustacean was out of the ocean, Ruby's soul exited its body again and took the pearls back, and the crab returned to its daily crab activities. The little critter left and Ruby looked at the pearls. On the way back to the castle, she pondered why Sirena had never mentioned two of these semblances before. Both of them, Soul Seeing and Intention Testing, seemed incredibly useful.

"Hello, Ruby," Sirena said in old Soraklian, appearing behind the door of the treasure chamber as Ruby opened it.

"Oh, hello Sirena," Ruby said and asked, "Did you need anything?"

"I was looking for those four, actually," Sirena answered and pointed at the pearls in Ruby's hands.

"Right, those," Ruby said, "Yeah, sorry, I learned what they did, and couldn't help myself."

"It's fine," Sirena said and asked, "After all, why else would I tell my guards not to stop you from coming here?"

"Wait, you knew I was trying to do this?" Ruby asked, "Did you use Intention Testing?"

"No, I just know you," Sirena answered with a smile, "Besides, it can't tell me what you would do, just how I'd feel about it. Same with Soul Seeing. It can't tell you someone's past actions, just how you would feel about them. And it doesn't go in order, either. It just gives you the average, and that's it. I find it rather useless, to be honest."

"Useless?" Ruby asked, "Why is that?"

"Because it doesn't tell me who someone is now," Sirena answered, "If, for example, I used it on someone and feel like I'd like them, that could mean a lot. Maybe they used to be a righteous and noble person, but became bitter and hateful in recent years. I wouldn't like them as they are now, because they're so bitter, but on average, we'd get along because they were a good person for so long that it cancels out their darker sides."

"I see," Ruby said and asked, "Anyway, could you help me with something?"

"Of course," Sirena answered and asked, "What is it?" Ruby entered the treasure chamber, put the tears where they belonged, and walked over to another one.

"This one has a semblance called Aura Channeling," Ruby said, "I'm going to teach the soul inside how to speak Vytalian and astral project. Then I'll talk them into using their semblance on all these pearls, and have them hooked up to the new CCTS in a secure location. That way, their aura, and the auras of everyone here, can support global communication."

"That is a great idea, and I know just the place to put it," Sirena said, "I'm proud of you."

"Thank you," Ruby said. They went to execute their plan, and while it took a bit of persuasion, the man was eventually willing to help out, once he understood the gravity of the situation. Sirena then took the angel's tear and brought it to the surface, and had Sophie's swarm connect it to the CCTS, hiding it in their village.

~o~

Winter and Jaune floated through their fusion's soul, looking for the core, to help Winter get there herself later, to try and unlock a second semblance. They passed many areas that were hidden behind locked doors, but the chains strained as the doors tried to open up.

"You know that's not healthy, right?" Jaune asked, looking at one of the locked doors.

"What do you mean?" Winter asked.

"Hiding things like that," Jaune answered, "You'll have to confront these things sooner or later, and the longer you wait, the harder it will be. It's like killing Grimm. Deal with the young ones right away, or have them burn down your city when they're older."

"I… suppose I never thought of it that way," Winter said, "But let's move on. Where do we go next?"

"That way, actually," Jaune answered, pointing at a large double door resembling the ones in Schnee Manor. Winter froze up as the doors rattled the heavy chains, and before they knew what was happening, both found themselves back in the training room, split up again.

"Sorry," Winter said, "I just… it's hard for me to go back there."

"It's fine," Jaune said, "If it were easy, you wouldn't need to ask for help. But you've got this. Just move at your own pace." Suddenly, the speaker system came on.

"Attention all huntsmen," Weiss' voice echoed through the speakers, "Some really freaky stuff is happening up north, and it's coming our way. It's not Grimm, but it looks just as bad, so be ready." Jaune and Winter looked at each other, and Winter gave Jaune a nod to go on ahead, making an unspoken promise to follow him later. Jaune picked up his sword and shield and used Petal Burst to get to where the problem was.

~o~

Ruby's friends, the Ace-Ops, the Happy Huntresses, various Atlas military soldiers and several Atlas Academy students met at the wall around Mantle, looking to the north, with Weiss using her Eagle Eye semblance.

"So, where is this danger?" Harriet asked.

"Up ahead," Weiss answered, her eyes glowing green, "I have a semblance that enhances my vision, and I can clearly see over one hundred skeletal penguin monsters, like what Hazel was turned into the other day."

"Do you want to go again?" Yang asked, looking at Weiss.

"I'd rather not," Weiss answered, "Ruby isn't here, so I don't think there is anyone who could stop Frostbite, what with her Reactive Strength semblance and all."

"I might just have the girls for the job," Hazel said as he walked up to the group, with Kuro and Shiro following him.

"So, you're on our side now?" Maria asked.

"Kinda," Kuro answered, "We were hired to keep you busy, but now, the kingdom is in danger."

"Also, those things are tough," Shiro said, "And if we take them down, it would help prove how powerful teamwork is."

"What now?" Elm asked.

"First, use Homing to make your rockets home in on them," Weiss answered, "Here, that's how they look." She used a hard-light-dust glyph to make a life-sized copy of one of the monsters, and Elm enhanced her rockets before firing them in the monsters' general direction.

"And now?" Harriet asked.

"Well, Elm just hit them, so now they're pissed," Weiss answered, "Also, they slide on their bellies, so they'll be here in about a minute."

"I can see one," Kuro said, and the sisters took each other's hands.

"Let's do this," Shiro said, and both coated their free hands in crackling energy in their respective color. As soon as the monsters got on their feet to attack, the twins launched their attack, a twisting stream of black and white energy. The monsters shot beams of ice-cold air from their mouths, and the beams collided.

"Leave that to me," Hazel said, augmented his fists with lightning-dust and jumped off the wall, zapping short distances until he reached the monsters. He punched one of the monsters in the gut, staggering it and disrupting its attack. The beam shot above him and took out several dozen monsters in a row, leaving the two sisters exhausted and Hazel surrounded by penguins and monsters. He quickly retreated to the wall, and Weiss began summoning Queen Lancers to attack. Ren and Blake jumped on one summon each as they headed to the ever-approaching monsters, firing pot shots at them. Clover shot fire from his spear, Marrow shot his gun at the monsters, Harriet fired energy disks at the enemies, and Elm kept firing rockets, while Vine felt rather useless.

"I have a plan," Weiss said. She split her summons into two groups, with one firing bone shards into the snow and the other pulling the monsters back, and brought Blake back to the wall.

"Weiss, what are you doing?" Blake asked.

"I have a plan," Weiss answered, "Make all the incendiary-goo you can."

"Why?" Blake asked, but got working anyway, eventually creating a small ball held in shape by its own surface tension. Weiss took it, and it disappeared as she used Landmine to turn her summons' bone shards into explosives. As soon as the monsters approached the shards, they exploded with the force of five of Elm's rockets, knocking the monsters on their butts and taking out a few.

"Now that's what I'm talking about," Maria said, "Too bad I can't get in on the action with all those explosions and stuff."

"Actually, you can," Weiss said, "My Friendshield semblance protects all my allies from my attacks. If I want to. You'll still hear and see the explosions, but they won't affect you."

"Awesome," Maria said and used Petal Burst to get to the ground and build up momentum, then used Snowglide to get to the monsters and started attacking them with her weapons. One of the monsters broke through the mine field and made its way to the city, only getting up from its belly once it was at the wall. It prepared to hit the group with its frost breath, but was hit by a beam of sparkling energy and died immediately. The group turned their attention to where the beam had come from and saw a summon of Salem disappear, with Whitley standing behind her as his aura broke.

"What the..." Weiss said, and Jaune went to help Whitley keep standing.

"You looked like you could use help," Whitley answered, "Sorry I couldn't do more."

"I got another one," Blake said and held an incendiary-goo ball in her hands, now bigger, and pinned her bald ears to her head.

"Thanks," Weiss said and put her hands on the gelatinous sphere, and used it to make more landmines to keep the monsters at bay.

"Need some help?" Ilia asked as she walked up to the group, catching everyone by surprise.

"Ilia? But how?" Blake asked, "Didn't Argent's training leave you susceptible to low temperatures?"

"It did, yes," Ilia answered, "But Talia modified my skin, so now I'm immune to cold."

"Glad to hear that," Blake said, "We can use all the help we can get."

"How about a fusion?" Ilia asked.

"Well, sure," Blake answered, a bit confused by how upfront Ilia was about the matter.

"Sorry, but not you," Ilia said and looked at Weiss, "Her."

"Me?" Weiss asked, "Why?"

"I saw it in Blake's memories," Ilia answered, "I still can't believe that's a thing, but apparently, fusing with you is really weird, in a way she can't quite describe."

"Well, alright then," Weiss answered and sheathed her sword. The two took each other's hands and hugged, and Weiss used her magic to initiate the fusion. As the two merged, she was overcome with memories of Ilia's actions, but also the feeling of guilt for said actions, while Ilia saw all the things Weiss did to the faunus, and felt her regret for those actions.

"I hope this works," Yang said as she looked at the fusion form, which she felt took longer than usual. Just to be safe, she activated her maiden powers and began shooting fireballs at the monsters, flying off just as the fusion formed. The resulting fusion had long, light brown hair braided into a ponytail with a small tuft at the end resembling a chameleon's tail, and ice blue eyes.

"How do you feel?" Blake asked the fusion. She wore light gray high-heeled boots that had a gold-lined black leather strap at the upper third of the shaft, with a broken Schnee crest as buckle. Her maroon pants had shin guards resembling Weiss' boots, with similar frills at the top at the front.

"I feel… fine," the fusion answered, "And… I am Permafrost." She wore a white leotard under a black jacket similar to Ilia's, but also wore navy blue sleeves fixed to her middle upper arms with black straps and extending to her hands, which got lighter towards the end and ended in light blue fingerless gloves. A broken Schnee crest was embroidered in black thread on her chest.

"Think you can help us?" Clover asked and nodded towards the monsters, many of which would just draw Yang's attention whenever she hit another one, allowing it to regenerate any damage she did.

"I know it," Permafrost answered and walked over to the edge of the wall, slowly tipping forward until she fell. She retreated into her soul core and discovered her semblance. On the way back to the waking world, Weiss had the fusion share it with Ilia. Permafrost drew her weapon, a rapier-whip whose handle strongly resembled Myrtenaster's, and landed in the snow. She dashed towards the monsters, masterfully evading their frost breath attacks, and landed several hits on them. Her whip passed through the monsters, and they focused entirely on her.

"Incredible," Clover said. Permafrost augmented her semblance with the ice-dust in her skin, coating her whip in an ice blue glow and seemingly setting enemies on fire as she hit them.

"Attack!" Permafrost shouted, and the soldiers all aimed their weapons at the monsters. Everyone shot the giant skeletal penguins, and every time one of the burning ones was hit, a palm-sized snowflake erupted from it, homed in on the nearest monster and exploded on impact, dealing additional damage. Yang rushed in and hit one monster, sticking a dozen explosives to it and jumped away. The explosives went off just as the last snowflake hit, creating twelve new snowflakes, which killed the monster and returned it to its normal self.

"Focus on one at a time!" Clover shouted and shot fireballs at one of the monsters, and the soldiers all focused their rifle shots on it as well.

"I'm a free huntsman, I don't need orders," Renora shouted, aiming their gun at another monster and opening fire. Blake switched her gun into its sword mode and drew her sheathe, and used several shadow clones to attack another monster from various directions, dealing two hits every time. Qrow rushed in as well, dealing several hits with his sword and disengaging before the monster focused on him. Penny flew around and fired plasma blasts at the monsters, dealing heavy damage, supported by the snowflakes.

"That's it for me, I'm spent," Permafrost said after a few minutes and disengaged, her skin showing obvious cracks from using so much dust. The monsters stopped burning shortly after, and the last snowflakes took out one last monster, leaving only one to go. Vine grabbed Permafrost and brought her back onto the wall, and the last monster prepared its frost breath. Just as everyone prepared to block the attack somehow, the monster was hit in the head by a black energy projectile and stumbled sideways, the frost breath missing the city entirely and going off into the sky.

"What was that?" Permafrost asked while Jaune recharged her aura, and everyone looked at where the shot had come from. They saw some kind of armored vehicle made from metallic black energy, driving through the snow on steel tracks. It slammed into the monster and fired another shot, killing it.

"I did it," Winter said, more excited than normal, but still not normally excited, as she poked her head out of a hatch at the top of the vehicle. Instead of the usual blue, her eyes were now a deep orange.

"Am I crazy, or is this a bunker on wheels?" Marrow asked in disbelief.

"And it has some serious firepower," Jaune said, "A 75mm main gun, and two .30 caliber machine guns."

"38 tonnes and 177mm armor plating," Permafrost said, "That thing isn't going anywhere, unless it wants to."

"A tank," Yang said.

"What?" Clover asked.

"A tank," Yang answered, "It's a role in video games. They're made to take hits and strike hard, protecting the weaker fighters from the bigger enemies."

"This isn't a video game, Yang," Permafrost said, with Weiss' voice being more prominent.

"I think it fits," Winter said, "I'll call this thing a tank from now on."

"Where did you get that?" Clover asked.

"Jaune helped me unlock a second semblance," Winter answered, surprising almost everyone with yet another new concept.

"Not to spoil the mood or anything, but there's Grimm coming," Maria said and pointed at a large pack of Sabyr heading towards them.

"I've got this," Winter said and gave her tank crew a signal. The massive steel behemoth positioned itself to face the Grimm. Its two guns aimed at the corners of the pack and opened fire, driving the Grimm closer together and allowing the main gun to take them out with a deafening boom. As the massive cloud of black smoke rose to the sky, something hit the tank and rocked it, and Mercury came to a stop in front of it, visibly surprised.

"See?" Yang asked and said, "Not going anywhere."

"What do you want?" Winter asked and had her crew aim all their guns at Mercury, knowing he didn't know that the main gun needed a few seconds to reload.

"I just came to thank you," Mercury answered, "You finished Amity up so fine for us, and even let us take it without much issue." As he chuckled, Amity floated around a mountain and into sight, in the shape of a giant metallic jellyfish with a hard-light hood and several mechanical tentacles. Before anyone could react, it fired an energy beam at Mercury and he disappeared, then the Colosseum floated away, firing warning shots from the orange crystals lining its outer rim.


Author's note: Marcus' new semblance is based on a spell from The Dar Eye, called Pandemonium. The original spell doesn't spread the more it kills, but it's still really bad. My druid is trying to make a non-demonic version of the spell.

Winter's new semblance, Steel Commander, was inspired by a Sabaton song. To help with designing the tank, I watched Girls und Panzer, just to get a general idea of which tank I like most, and finally settled on the Sherman.

Anyway, if you haven't already, go watch Girls und Panzer. It's like RWBY, but with tanks. Also, no monsters. And they're doing the same basic plot three times over. But there's Yukari Akiyama. She's cute, loves tanks, and is just too pure. She even has her own spin-off, Yukari Akiyama's Tank Corner, where she explains the history behind the different tanks, which is every bit as great as watching a real-life person gush about something they're passionate about.

Ruby gets better at giving orders. Next step is giving them early enough.

Sirena's line "Come little Grimm, I'll take thee away" is a reference to Children of the Night by Duo Cartoonist and Hocus Pocus, though the original video is only available on the channel AureaiArt on Youtube.

The Eagle Eye semblance is loosely inspired by the magical eye drops from Log Horizon, which also make the user's eyes glow green and help them see better.