Author's note: I'm kinda getting tired of introducing really powerful Grimm that take several chapters to kill, so there won't be much of that from now on.


Velvet looked into an old mirror and saw that her ear hair slowly regrew, thanks to her aura's regeneration ability. Outside, the fight still raged on, and she felt a bit bad that she couldn't participate, due to feeling bare without her ear fur. She fired a short burst of Shooting Stars at the Hell-back, to help out just a little, and an equal number of leaf-like objects returned and disappeared into her chest, recharging her aura a bit each time. She checked her scroll for her aura level and shot another burst, and saw that the leaves restored her aura more than what she used to attack. Armed with this realization, she kept firing Shooting Stars until her aura was fully recharged, then kept going until she fully regrew her ear fur.

~o~

Glynda, Peter, Bartholomew, Amanita, Qrow and Taiyang stood at the edge between the residential and commercial districts, waiting for the Hell-back. A high-rise building collapsed and the massive Grimm walked out of the rubble, wooden stakes sticking out of its front where it had run into Weiss' mines. Russel quickly jumped back onto its back and sent another cluster of Reflectors. A few blocks away, Yang's Combat Drone killed another Beowolf, and the Reflectors redirected the golden flames, bombarding the Hell-back with golden energy beams.

"Here it comes," Glynda said, and Russel jumped off the Grimm, allowing the adults to go all out with their attacks. Glynda bombarded the Grimm with telekinetic blasts. Peter fired his gun, and Bartholomew shot fireballs at the Grimm. While Peter reloaded, the other two paused as well, allowing Amanita to use her Strings to try and bind it, while Qrow slashed with his sword and Taiyang coated his fists in yellow energy to enhance his punches.

"Russel, cover the area with Reflectors," Ruby said over communicator. Russel rushed onto the Grimm's back and released a large swarm of Reflectors into the area, using up all the orbs from Spectral Healing. Just as he jumped off of the Grimm, a pack of Creeps came out of the ground all over the area.

"Just great," Qrow said in a defeated tone, expecting the Hell-back to heal itself, and continued his attack. A series of Shooting Stars hit the Creeps, creating small rocks that harmed nearby Grimm on impact. The Creeps died within two seconds and exploded into golden flames, which were picked up by the Reflectors and dealt massive damage to the Hell-back.

"This will make a fine story to tell," Peter said, and the others all groaned in unison. The Grimm's bony tree turned dark, and Weiss rushed in to hit it with Heal Block again. When it tried to absorb the ambient negativity, the scar pulsated, dealing significant damage. The Grimm roared in pain and swung its tail club at Weiss. In the last moment, she jumped out of the way as a portal opened beside her. Ren jumped out of the portal and took the hit for her, skidding backwards a little.

"What happened?" Glynda asked, staring in disbelief.

"Energy Burst," Weiss answered with a confident grin. She summoned two Poltergeist and made them possess the nearby rubble and assume bull-like forms. Ren rushed behind the Hell-back and charged at it, and began pushing it towards the bridge, with the help of Weiss' summons. The Grimm skidded across the floor, and as it approached the river, the Deathzone wood from Sophie's swarm began dealing damage, with Spectral Assault adding even more. When the Grimm reached the shore of the river, Ruby fired several bullets into the ground with Thief's Respite. Ren jumped away and the bullets exploded, and the Hell-back fell into the river, landing on its side.

"Remind me never to doubt you again," Glynda said, leaning to Qrow while staring at the Grimm, "These kids really are incredible." While the Hell-back took immense damage from the Deathzone wood and Spectral Assault, everyone gathered around and unloaded whatever they had. Blake created another Grassy Terrain and Ilia hit the Grimm with Power Whip. Ruby, Weiss and Sirena used Glyphs to shoot wooden stakes at the Grimm, while Blake, Velvet and Ilia fired Shooting Stars at it. The few remaining Knight 130 units fired their special disks at it, reducing its defense. Glynda waved her riding crop and created several orbs of green energy, then flung them at the Grimm. Nora looked at her grenade launcher, then put it away and activated her spring maiden powers, bombarding the Grimm with lightnings, and Ilia switched to her fall maiden powers as well.

"Yang, now!" Ruby called out after a few minutes of bombardment, and Yang punched with her left fist, sending a torrent of golden flames to ignite the Grimm. Shortly after being hit, the Grimm disappeared as a crackling mass of golden energy. After the Hell-back disappeared, everyone stood there for a moment to catch their breath.

~o~

After the fight, everyone returned to the train station, with Ilia coming along to properly meet everyone. Along the way, they came across multiple locations that had some healing orbs floating around, which recharged the nearest person's aura.

"So, Ilia, what brings you here?" Blake asked after introductions were had and most people went to get something to eat, or just rest.

"Penny told me there was trouble, so I came," Ilia answered.

"Penny?" Ruby asked and said, "But, she isn't here."

"She took control of some Knights over here," Ilia answered, "One of them saw the Hell-back, so she asked Talia about it, and when Penny got nervous, I asked her what was wrong. I headed over as soon as I could."

"Wait, how long ago did she see that thing?" Yang asked and said, "I mean, Atlas is a few weeks away by boat."

"A few hours ago," Ilia answered and explained, "I flew over to the last supply ship that headed here, and got here just in time, it seems."

"Did you also put those rocks in place?" Blake asked.

"I did, yeah," Ilia answered, "Ivori and Kobalt let me copy Shooting Star and Annihilation Field, and thanks to my ambush sense, I knew exactly where to send the former for maximum ambushing efficiency."

"That's great," Ruby said and asked, "By the way, do you want another semblance? It's called Frozen Savior, and would work really well with the ice-dust in your skin."

"Depends on what it does," Ilia said.

"It changes how ice-dust works," Khione said, and entered the room, "In short, when I hit an enemy with ice-dust, the resulting ice recharges nearby allies' auras. However, the ice disappears in the process, so it won't be any good for barricades and the like."

"I see," Ilia said, thought about it a bit and said, "Sure, sounds useful."

"Alright," Khione said, held up her hand in front of Ilia's face and intensified her aura, until it shined into Ilia's eyes.

"By the way, Yang, here's that earth-dust," Blake said and handed Yang an earth-dust crystal. Yang took it and looked it over thoughtfully, then saw Ruby's reflection in the crystalline surface.

"Right, there were those rocks earlier," Ruby said and asked, "What was up with those, anyway?"

"I used Deathzone on it," Yang answered, "That way, any Grimm that take damage from Deathzone trigger Spectral Assault, and set off Daybreaker when they die."

"I knew you'd come up with something great," Ruby said, and Yang looked up from the crystal and handed it to her.

"Yeah, I did, but only because of you," Yang said, "Anyway, I figured you should take this. Using it with Wolfpack should allow you to cover a large area in rocks that harm nearby Grimm, and make life a living nightmare for those things."

"Thanks," Ruby said and took the crystal, "I'll be sure to put it to good use." She put the crystal away and returned her attention to the conversation.

"By the way, how much damage did you put into Deathzone?" Weiss asked.

"About the equivalent to three shotgun shells," Yang answered, "The range is about twenty meters, and the effect lasts for half an hour."

"That's pretty good," Ruby said, "I'll be sure to keep that in mind."

"So, Khione, was it?" Ilia asked, "How long does the ice keep recharging allies' auras before it's just ice again?"

"Yep. As far as I know, it never stops doing that," Khione answered, "It still melts like normal ice, and of course it disappears as it recharges aura, but other than that, it permanently keeps the ability to recharge auras."

"Now that's what I call useful," Ilia said, "I'll have to try it some time."

"Now I have a question," Khione said and asked, "What was that about ice-dust in your skin?"

"Oh, right, that," Ilia said and answered, "You see, a friend of ours helped me out by modifying my skin and inducing a safe form of dust blight. Because of that, my skin cells can function like ice- and earth-dust, if I want them to."

"Wow, that… I don't know what that is," Khione said, looked up and felt her horns for a bit, prompting Ilia to let out a chuckle, pulling Khione back to the conversation. She froze for a moment, then awkwardly dropped her arms and shrunk a bit in embarrassment.

"Yeah, it's a bit weird," Ilia said, "But it's fine, really. As long as I don't overdo it, my aura can quickly repair any damages to my skin, and I don't use that much dust anyway. However, it is quite convenient, since it also allows me greater control over the ice and stones I make."

"I see," Khione said. Ilia looked around the room and noticed one of the misshapen dust crystals.

"You see that one?" Ilia asked, pointed at the crystal and said, "I made that one with the dust in my skin." Khione looked at where Ilia was pointing, and was a bit startled.

"Wait, you did?" Khione asked, not sure how to tell Ilia that she had been using those crystals for her crossbow bolts.

"I did, yeah," Ilia answered, turned to Team RWBY and asked, "Anyway, what do you have planned for now?"

"We were planning on helping the military reclaim the upper class district," Ruby answered, "I had CRDL do several fly-overs to get a better idea of the situation, and since they wanted to start today, I had hoped that we could go ahead and clear out the biggest threats."

"I see," Ilia said, "Yeah, that would probably be ideal."

"But with what we've just been through, that won't work," Yang said, "Plus, we've been up and about for days now, so we need to take a break for at least one day before we can handle bigger battles again." Ruby closed her eyes and took a deep breath, then exhaled and opened her eyes again, and everyone looked at her, wondering what she would say.

"I just checked the upper class district," Ruby said, "There don't seem to be any strong Grimm in the areas the military will enter by tomorrow, so we're free to take a break today and tomorrow. That being said, I'd still like Ilia to accompany the soldiers, just to be safe."

"Got it," Ilia said, "You can count on me."

"Thanks," Ruby said, "Also, tell them to prioritize security over speed until we can come and help them. There are some tough nuts further in, and I don't want them to put themselves in unnecessary danger."

"Alright, just leave it to me," Ilia said dutifully, "Penny and I will make sure that those soldiers are safe." She got up, pulled out her scroll to contact Penny, and left the train station while briefing her on the situation as a whole. Blake looked after her, happy that Ilia could finally feel genuinely proud in what she was doing. Yang noticed the look, and felt equally happy, seeing how Blake no longer needed to worry about her friend.

~o~

At the edge of the upper class district, the Atlas military processed the last bits of information from the scout robots, and mapped out the area. The soldier in charge, Sergeant Daragh Woods, programmed the Knight 130 and 130b units with their first route, and everything was ready.

"Where are the huntsmen?" Daragh asked and looked around among the soldiers, who were equally clueless. While his men could use their semblances, they were still just soldiers. Not to mention that the huntsmen had agreed to help.

"They're taking a break today," Ilia said and dropped down from a rooftop, "But they sent me to help out. Plus, the most immediate areas are safe enough to not warrant huntsman protection."

"And you are?" Daragh asked.

"Ilia Amitola," Ilia answered, "I'm a friend of the huntsmen in charge here, and they asked me to accompany your men. I have some very reliable support abilities, and even more backup coming. However, the huntsmen asked that you prioritize safety over speed, as there are some tougher Grimm further into the area, so you would put yourselves at risk if you advanced too far."

"More backup?" Daragh asked, and half a dozen Knight 130 units, controlled by Penny, ran up to the group.

"Yep, more backup," Ilia answered, and Daragh looked the small troop over.

"Well, alright," Daragh said, "You can join team 3." He gestured to a small team of faunus soldiers, which were accompanied by only 5 Knight 130s, and Ilia sighed internally, but resigned herself to let the military take baby steps.

~o~

About an hour after meeting up with the soldiers, Ilia got moving, and took the lead in the group. Penny had taken over the other Knights and followed right behind her, and the soldiers formed the rear. When the party encountered a pack of Beowolves, the Knights fired their special disks and deployed their ranged weapons. Ilia rushed in and hit the Grimm with Power Whip, before the Knights disposed of them. The Knights all went to pick up the Aura Nebula boosters, increasing their offense and defense, leaving Ilia with the ones that boosted her aura regeneration.

"That was incredible," one of the soldiers said and asked, "But, what are those things?"

"Thanks, but let's keep moving," Ilia said and answered, "They're the result of a semblance called Aura Nebula. Depending on which one you pick up, you deal more damage, take less damage, or regain aura faster. Needless to say, they're really useful." She struck another pack of Beowolves with Power Whip, and the Knights killed them again, picking up more boosters and leaving some for the soldiers. As the group continued to make their way through the streets, killing any Grimm they find along the way, Ilia noticed that the high temperatures allowed her to absorb some ambient aura and decided to take a break.

"Why are we stopping?" Celeste, a cow faunus, asked, and Ilia noticed that her tail flicked nervously.

"Don't worry, it's nothing bad," Ilia said and answered, "I just figured I could take advantage of the situation. In short, some special training gave me a type of predator sense, that helps me find good spots to ambush my enemies from. Add my increased aura regeneration and damage output, the homing capabilities of Shooting Star, and the Deathzone semblance, and this will be a lot easier for us. Watch." She focused and used Deathzone to make some of the earth-dust in her skin harm Grimm in a fifteen meter radius, then held her right hand up and fired earthen brown stars into the sky, which homed in on various locations along the soldiers' route.

"That looked pretty… interesting," one of the soldiers said and asked, "Is this going to help us?"

"Of course it is," Ilia answered, "The stars will strike strategically important locations and create rocks, which will harm nearby Grimm for the next hour or so. But anyway, let's keep moving." The group continued making their way through the streets, and occasionally encountered a handful Grimm, which were quickly disposed of due to the rocks being nearby. In the evening, they were ordered to return, and made their way back to the base camp. Ilia gave a status report, Penny relinquished control over the Knights, and the soldiers went back to the embassy, while some stayed at the hotel.

~o~

The day after the Hell-back was defeated, Ruby felt restless, since she knew she wouldn't be able to do anything all day. Yang cheered her up with some video games, and she and her group discussed their plans going forward. In the evening, she asked Weiss to use her magic to help her fall asleep, and to everyone's surprise, went out like a light.

~o~

When Ruby woke up the next day, it was already late in the morning, and everyone else was downstairs eating breakfast. She got dressed and went downstairs, and after breakfast and one more quick briefing, she took some of her friends and headed out to help the soldiers reclaim the upper class district.

"Sergeant Woods?" Ruby asked when she and her friends reached the military base camp.

"That would be me, yes," Daragh answered, "You can just call me Daragh, though. I'm happy to see that you can make it today."

"Me too, to be honest," Ruby said, "We just had to take it slow yesterday, to allow our aura to replenish properly. Regular maintenance, in a sense. You know how it is." She looked over to some soldiers inspecting their weapons, then back to Daragh.

"I see. Yes, that makes sense," Daragh said and asked, "Now, what kind of skills do you all bring?"

"I can sense Grimm and move past any obstacle," Ruby answered, "I can also send spectral wolves after my enemies, among many other things."

"I have a wide range of support semblances," Weiss said, "These also include my ability to summon, so feel free to send me in on my own. I'll be fine."

"I can immobilize Grimm," Blake said, "I can also come out of any shadows near them, so I'll go around and do that, making everyone's job easier.

"I guess I could stick with some people," Yang said, "I can deal some serious damage to Grimm, without harming people, so feel free to add me to whatever group needs a heavy hitter."

"I'm really good at taking out large groups," Nora said, "Just put me in whatever group fights the biggest hordes, and I'll reduce their forces to black smoke and bad memories."

"I am better suited for locking down areas," Sky said, "If you have any groups focusing on keeping Grimm out of a reclaimed portion, put me there."

"Well, alright then," Daragh said and asked, "But, where's the rest of your group?"

"I had other things to do for them, sorry," Ruby said, "But don't worry, based on what I can tell, these will be more than enough for the troubles ahead. We'll rotate tomorrow, but for today, this will suffice." Daragh hesitated a bit, but decided to just work with what he had and assigned everyone to a different task. Blake immediately disappeared into her shadow and started immobilizing Grimm with Shadow Stitching, while Ruby sent an earth-dust Wolfpack into the area, killing several Grimm. Sky joined some Knight 130b units tasked with keeping a major road blocked, relying on Hydra and Tower Defense to kill any Grimm on sight. Yang joined a heavy assault party, armed with rocket launchers and shotguns, and led by a soldier with an attack-buffing semblance, while Nora was assigned to a similar troop, armed with assault rifles and sub-machine guns, and tasked with taking out large groups of weaker Grimm. Weiss ended up going in on her own, using her summons and Glyphs to take out whatever she found.


Author's note: And the Hell-back is dead, too. Go team.