Across Vale people were scared. Alarms were going off, there were reports of a tremor shaking part of the city. Even as the police and other authority figures called for calm there was worry. Worry that was building to fear.

The Grimm within Mountain Glenn turned towards the shift in emotion like a predator catching a whiff of blood. They'd uptill now been content to sit and wait, seeking whatever faint embers of anger had been building out of sight. Now however, there was a rich flare of fear and they set out for it.

Between them and their goal was the Vale border wall and the airships in formation above it. The Vale army was more an activity for every other weekend for most of its members. Perhaps they'd go on a march outside the city but little else.

Now they were being called upon to fight. And a degree of panic had set in. Batteries of both air defense and ground guns found their crews easy enough. Cranking open the shutters to bring their weapons to bear.

Those troops stationed to guard the wall were having more difficulty. Those officers present were not nearly enough to organize all of those on duty. Command, having assumed the COGs warning was just paranoia, had not passed a standby order down the line.

So when a COG Dragonfly came in and offloaded two squads of Gears, expecting to bolster the defenses. A private ran over to report. Thinking they'd been sent to take command.

'P… P… Peagreen Private. I mean Private Peagree, sir,' The man babbled, his hand nearly knocking the steel bucket helmet off his head.
'I'm Sargent Stalburn. Where's your commanding officer?' The lead Gear barked as she looked around.
'Um… He's at home. Sorry he was at home. But he's on his way right now. He'll be here in… ah… Half an hour.'
'We don't have half an hour. Where's your command center?'

Peagreen pointed towards the bunker that stuck out of top of the wall. The officers used the maps and scopes inside to manage this section. Needless to say there were only a few junior officers shouting into radios and phones trying to get something organized.

'Where's your heavy gear?' Stalburn asked, looking at Peagreen's rifle.
'In the armory. The quartermaster isn't here so they're having to find the key,' Peagreen said as they entered. Pointing to the two Vale corporals who were holding up three keyrings they'd found in the emergency cabinet, trying each one in the padlock.
'Step aside,' The Stalburn snapped, revving up her Lancers chain bayonet.

The two key bearing soldiers backpedaled as the Gear brought the saw down onto the padlock. It came apart in a shatter of rent and torn metal. With the lock gone the Gear grabbed the door pulling it aside to show inspection perfect rows of weapons and ammo.

Stalburn pointed to the two Vale troops, her team and Peagreen issuing orders, 'You two start rounding people up to carry this to where it's needed. You three get moving and rally everyone with a gun. And you.'
'Me?' Peagreen asked, pointing to himself.
'You're now a liaison till you get told otherwise. Now get ready. All hell is marching on this wall. And it's not getting past us!'

'Sir the Grimm are starting to group up,' One of the watchstanders called from their bridge station.
'So I see. Order all ships to fire on any target or groups over a 5% threshold of the total horde. We don't want to burn out the emitters,' Ironwood ordered.
'Yes sir.'

At his word the Atlas airships started to fire. Pulsed bursts of red light shot from their weapons cleaving apart any lone or group of Grimm that crossed the limit. Nevermore were the main issues. The older ones' size and speed give them a lot more destructive potential.

The Goliaths though were more troublesome. They stayed behind hills and moved through valleys trying to avoid the airship's line of sight. Ironwood considered ordering an increase in altitude when the COG started firing.

Bright blue flashes lit the sky as the ships started to add their fire to the Atlesians. Shells both solid and scattering roaring out and smashing or shredding Grimm to smoke. The Honor's rear engines flared as it fired all three turrets at once to counter the recoil.

Right before their eyes the amount of Grimm started to drop. This was perfect, Ironwood thought. At this rate Mountain Glenn would be safe enou-

'Sir! Unknown… Er… Something is coming out of the ruins!' A watchstander cried out.
'Remember your training. What is it? An airship? Grimm? Report?' The Captain shouted.
'I…I don't know. It's like nothing I've ever seen before.'

Ironwood felt like a hand had closed around his throat. He moved the display to look at Mountain Glenn. As the man had said, the shape was blurry, distorted. No. It wasn't a single shape, it was thousands of creatures!

Before their eyes the creatures started to head towards the city. On their own their numbers seemed manageable. But each was leaving a strange trail in the air, like ink hanging in the breeze.

The stuff was reflecting or absorbing their sensor emissions making counting impostable. And those things were still coming closer. Leaving a shadow behind them that blotted out the defenders' awareness.

'Swarm targets confirmed. Hostiles are inking the airspace. Weapons set for air defense and fire!' Hassan ordered, his voice over the Radio starting to crackle.
Honor and its escorts retargeted, aiming for the new threat. Now their shots were the scattering type alone, the rounds like a titanic shotgun spread tearing the creatures from the sky. Some Atlisian ships joined in trying to bring down the beasts.

Below them the wall guns added their own fire, but lacked the ammo to fire on such small targets at long range. Many of their rounds fell short due to the distance or were vast overkill. Reluctantly they held their fire, waiting for the enemy to close.

They didn't have to wait long at all. At the base of the wall the earth shook for a few moments before falling downwards at a dozen points. Those closest watched as from each hole eight large legs, coated with glimmering yellowish crystals gouged out the tunnel exits.

'CORPSER! REPEAT MULTIPLE CORPSERS AT THE BASE OF THE WALL!'

Most of the beasts withdrew back into the safety of their new burrows. Allowing the Swarm troops to charge out, they made for sally doors or formed up behind the remaining war-beasts. Those Corpsers that remained started hammering their legs against the wall, each blow cracking and breaking the concrete as they struck.

'They're trying to force a breach. All units re-target!' Ironwood ordered.

The defenders turned their attention to the visible danger. Beams, railgun shots, shells, bullets and missiles, as the UIR started to join in, rained down. Many of the beasts were torn apart or burst as they tried to raise their crystal sheathed limbs to ward off the attack. All according to plan.

Back at Beacon students were running to prepare themselves. Some first years were standing ready but many were being corralled by the teachers. The Atlas detachment Ironwood had left was calling for orders. Most Second year students were getting ready to board the Bullheads to join the fight. Then the tremor hit.

'Is that an aftershock?' Velvet asked.
'No way. Explosions don't have aft-' Coco stopped replying as the shaking came again.
'Get ready,' Yatsuhashi said, drawing his sword.

The rest of the students had also drawn their weapons. Soon the shaking was near constant, but it was coming from more than one place! Across the grounds of Beacon more pits opened up as Corpsers broke through the ground.

'What,' Coco asked, lowering her glasses, 'Is that?'

The creatures cleared the tunnels exits before withdrawing again. For a moment there was confusion as to what just happened. The monsters having vanished back into their holes rather than fighting, did they chase them?

'Get ready!' Jaune shouted, running out. Nora, Ren, Weiss, Blake and Yang behind him. Phera had been called away and Ruby was somewhere around the workshop.
'What are we meant to be re-' Someone started to ask before they felt it.

A rumble. A building shake that came up from your feet. With each passing second it got louder and louder.

From each tunnel a roar sounded. An angry, bloodthirsty cry for battle. The first Drones charged out firing as they came. Their sheer numbers caused the ground to tremble as they stamped out firing as they came.

The return fire cut down much of the first rank. With no aura or real armor to speak of the Drones were little more than cannon fodder. But they were just the first rank.

Even as the teachers tried to rally the students some started to lock up. They were children, warriors in training, but still children. Most might only have ever thought to fight Grimm, perhaps they'd capture some Bandits.

But not watch as they gunned down a line of monsters only to see the ones behind them march over their fallen baying for blood. Their hands started to fumble each movement as the horde pressed in. They were surrounded, outnumbered and against a foe who made clear with every battle cry they would give no quarter.

Ozpin looked down, echoes of past battles bleeding through for a moment. He could see the charge was trying to force the students to the edge. Both figuratively and literally as the second years were boxed in.

Fortunately they'd been about to load up and the Bullhead pilots reacted. Lifting off and turning their nose mounted guns to blaze a swath through their attackers. Which helped the students defending, but only added to those who were on the verge of panic.

The fight became a pitched battle. Students against an army. Far too high a risk.

Ozpin grabbed his scroll as he strode towards the lift. Their time was up. Beacon might fall, but they could still save the Fall Maiden.

He dialed Pyrrha, 'Miss Nikos. There is no more time. Please meet me at the lift.'
'Sir! You can see what's happening! We can't jus-' Pyrrha started to object, the line crackling.
'I know and we'll do all we can to help. But think of the danger should this power end up lost out there.'
'Okay. We'll be there,' She replied, hanging up.

He stared at his scroll for a moment, did she say we?

'We have to get to the tower,' Pyrrha called.
'What!? Why?' Nora shouted, firing another grenade that turned a group of Drones to mist.
'It's important. I'm sorry but we don't have the time.'
'If it's that important then let's go,' Jaune shouted, leading off towards the building.

Below the city Qrow was using language he'd never let Ruby hear as he checked his scroll signal again. They were almost into the city limits. Global communications his as-

The scroll pinged as it connected. Already he was dialing Jimmy. No doubt he was running the show after that explosion.

'Qrow! Whe-' Ironwood started.
'Its a trick! Whatever's happening you're not seeing the real attack!' Qrow shouted.
'What? Qrow you're going to have to give me more than that!'
'The old tunnels from Mountain Glenn. They're not sealed! There are Swarm marching right in!'

'Are you sure!'
Qrow ducked as another bullet ricocheted around the car, 'Yes I'm FUCKING SURE! They're shooting at us! You have to close the tunnel! Bomb it now we're almost out!'

Ironwood lowered his scroll as the signal cut off. He looked at the display then messed with the settings till it showed the tunnel. The Grimm were focused around it, which removed all doubts.

'Attention all stations. The enemy attack could be a diversion. We need to collapse the Mountain Glenn tunnel,' Ironwood announced.
'Tunnel? What tunnel?' The COG captain shouted.
Ironwood sent over the locations and dimensions, 'Sending it to you now. It's a subterranean rail link. It should be closed bu-'

'But nothing. I thought something was off with how those Courpsers popped up. We fell for it. Kapitan Vesela you have something for this in your racks?' Hanish asked.
'Da. Setting target points now,' The woman replied.

'We may still have a team down there. They're almost out,' Ironwood said, wondering if Qrow and Winter were safe.
'Then they'd better be fast. Waiting will just give the enemy more time. Launching now!' Vesela announced.

A series of missiles arced out from the UIR ship. The first one slammed into the portion nearest the outside of the wall. It breached the tunnel roof detonating just behind the White Fang train, which put it right above the Swarm train chasing them.

The blast destroyed their pursuers and a number of those Swarm on foot. That was a side effect. Its intended purpose was the collapse it caused, blocking the tunnel.

Moments later the rest of the missiles performed their own dives into the earth. Punching through dirt and concrete to reach the interior of the tunnel. Where their air-fuel warheads activated.

The first charge spread the fuel outwards, nearly filling the tunnel with a smog of noxious fog. Then the ignition charge lit off, effectively causing the air to ignite in a series of blasts that merged into one. The backwash erupted into Mountain Glenn and left nothing in the tunnel alive.

From above Ironwood watched the surface vents erupting with fire a heartbeat before the blasts broke the tunnel roof. In seconds the whole thing started to cave in. A structure that had stood for years turned to burned rubble with the push of a button.

He exhaled and used his semblance. This wasn't over. They'd only stemmed the tide now they needed to deal with what-ever had gotten past them.

'Order our troops to move to any station with a connection to the old tunnels. We need to secure those exits and keep these things boxed in,' Ironwood ordered the communications officer.
'Aquanox is reporting several ships approaching the city. They're not responding to hails. This is Camp 13 all over again!' Hanish snarled.

The water as well, Ironwood thought, expanding the display again. Was there nowhere safe from these things! They were attacking on all sides.

Out on the water Aquanox was firing on the oncoming ships. They'd paused when the alert had been raised only to throttle up and start bearing for the waterfront. As it did many opened their holds letting out more of the flying Swarm to ink the sky.

'What is happening?' Ruby shouted as she and Penny reached the outside.
'The enemy is attacking in force,' Penny replied, her eyes bright as she took in the details.
'What enemy? Who would attack Vale?'

'It seems to be the Swarm. Ah, your team is stuck by the front entrance. Quickly go and get them to guard the southeast side of the Dining Hall,' Penny said, stepping out and bracing herself.
'What why?' Ruby asked, confused.
'Your Uncle and Winter are riding a train to Beacon. The tunnel exit should be there. I'll open it for you,' Penny said before her "backpack'' opened. Several large blades emerged and unfolded before she shot upwards into the sky.
'What!' Ruby shouted after her.

She turned to look at Rex, 'Did you know she could do that?'
Rex let out a unsure bleat as he looked between them.
'I'm just never going to meet anyone normal am I?' Ruby sighed.
In response Rex bumped her to Ruby's side to bring her back to the present.

'Right the others! Let's go!' She shouted, using her semblance to zip to the roof and over the building.

'How many of these things are there!' Yang shouted, sending one flying with an uppercut. It landed on its head with a crunch that set her teeth on edge.
'I don't know. Just focus on the ones we're dealing with!' Weiss snapped back, sending out a series of fireballs before switching to the Boltok.
'I don't know how much longer we can do this for,' Blake cried out as she left a shadow behind to take a burst of bullets.

They, along with the other students, were trying to hold the main entrance. But the things attacking them were relentless. Wave after wave charged them, each leaving them a little weaker.

'WOOOOHOOO,' A voice cried from above.

Ruby tore into view rematerializing with Crescent Rose in Scythe mode mid fall. She fired off a series of shots using the recoil of each to power her strikes. The blade cut down the remaining group of monsters. Going from the top of one's shoulder downwards to the hip of the last one.

'Did you se-' Ruby started freezing when she saw the state of them.

There was blood nearly everywhere. On their clothes and weapons and on the ground around them… bodies. Dozens of them burned, crushed, frozen or otherwise destroyed.

'What… Why?' She turned to see the Drones she'd cut down. Their faces, whilst savage, locked in a snarl of pain. Blood leaking out of the sections they'd been cut into.

'RUBY!' Yang shouted, grabbing her sister and pulling her to safety.
'I… I… They're,' Ruby babbled, her mind not quite caught up.
Weiss grabbed her leader's shoulders, 'Yes they were alive. They are also trying to kill us.'

'I've… I never,' Ruby muttered looking at the blood already splattered onto her hands.
'Wanted to hurt anyone. We know. But right now it's live or die. We need you Ruby,' Blake said, trying to comfort her.
'Blakes right sis. Remember what Dad taught us. Cry after the fight is done,' Yang said, keeping her eyes up and guard ready.

'Ri…' Ruby swallowed, pushing the feelings down, 'Right. We. We need to get to the Dining Hall.'
'What why?' Wiess asked mid way through reloading Myrtenaster and the Boltok.
'Uhhh. Your sister is with my uncle and they're on a train that stops there…'

Blake, Yang and Wiess exchanged looks.

'Rubes… Are you-' Yang started.
'I know how it sounds but you'll just have to trust me. Uncle Qrow and Wiess's sister are counting on us,' Ruby said firmly.
'Alright. Let's go. Not like this will be the craziest thing we're doing this week,' Weiss said shrugging.

They ran for the Dining Hall. As they did, several green lances of light struck and cleaved along the ground. Looking up they saw a girl in an Atlas uniform controlling a massive swirling array made of blades.

'Who is that?' Blake shouted.
'Oh that's Penny. She's… complicated,' Ruby said as they rounded the corner.
'You don't say…' Yang quipped.

As Penny worked the beams cut out a rectangle of smoldering earth. At the edges they could see ashen concrete, the metal reinforcements still glowing with heat. Penny swooped down to land alongside them.

'Oh um. Hello I'm Penny. It's nice to meet you,' The redhead said with a polite wave.
Yang folded her arms, 'You never mee-'
'I already said it. You don't need to say it again,' Ruby said holding up a hand, 'Penny how do we get this… open?'
Wiess coughed into her hand, 'If you'll step aside.'

She strode over to the chunk of ground and switched Myrtenaster to earth dust. Brought the blade up and stabbed down into the ground. A set of glyphs appeared under the concrete, pillars of rock forming out of them pushing the plug out of the entrance.

As it rose they could see the station with steps leading down to the platform. Old posters and worn furniture made the place look like it had come out of a history book. Once it was done Wiess stepped back with a bow.

'Good job Weiss you opened a door,' Yang snorted.
'Hey!' Weiss huffed, folding her arms.
'This is the old Mountain Glenn express line. The train should be-' Penny started to explain.

The screech of brakes and a horn blaring cut her off. Below there was a flicker of light in the gloom as the train tore into the station proper. Doors and hatches swung open and people started to exit, some carrying others.

'Oh no. They need help,' Ruby shouted, taking the steps two at a time.

The others followed. Except for Blake who stood at the top, eyes wide. Yang noticed and turned to face her.

'Blake? What's wrong?' Yang asked.
'They're the White Fang,' Blake whispered, her eyes already letting her pick out details.
'The Whit- Ruby! Weiss!' Yang shouted, running down.

Adam was trying to organize those not already wounded. Forge had taken a bad shot with his aura out and was stuck limping. They'd arrived at the station, to find to their shock it had been unblocked before they'd reached it.

He heard a voice shout out. At "Ruby" Qrow's head snapped up and Winter reacted to "Weiss". Both of them dropped what they were doing and ran out onto the platform. Adam, Torchwick and Forge stepped out behind them.

'Oh not another one,' Forge muttered as they saw the two girls who'd appeared at the bottom of the steps.
'Oh great. Her again,' Torchwhick sighed.
Adam however was looking at the backlit figure at the top of the stairs, 'Blake?'

'Uncle Qrow can you explain what is going on?' Yang shouted, taking up a stance by the bottom of the steps.
'It's complicated. Very complicated. Don't worry about these guys, they're not going to be a problem,' Qrow said waving a hand over the White Fang.
'On the contrary, think of us as reinforcements,' Torchwick cut in.

'Hey… You're the guy who robbed that Dust shop,' Ruby said pointing.
'Yes I am. But you see I-' Torchwick started to list off an excuse.
'Save it. There's more of those things up there. We need to close this tunnel and get up there before the school is overrun,' Adam said, striding past them, 'Anyone who can fight with me! Let's show these things what the Faunus are made of!'

A round of cheers greeted his call. Those able to comply rose to their feet and started to follow him. He paused for a moment at the top of the steps turning to look at Blake. She stared back wide eyed, fear and confusion clear. He had so much to say, but there was no time, not right now.

'I'm sorry,' Adam whispered before continuing on. The other faunus followed behind him.
'What was that about,' Yang asked, putting a hand on Blakes shoulder, snapping her back to the present.
'Just part of my past,' Blake replied, he hadn't shouted or seemed angry. If anything he'd seemed sad…

Yang leaned over to look at Adam again, 'I mean if that's your Ex does that make me your rebound?'
'YANG!' Blake shouted, too loud causing some of the others to look over.
'I'm just saying he's a little gloomy. Nice butt though.'

Blake started wishing they'd just have fought it out. At least that would have spared her the embarrassment of that comment. Even Winter and Penny had looked over from where they'd been speaking apart from the others.

'Well I'd better go help. This situation looks like it's a once in a lifetime deal,' Torchwick said, rubbing his hands together.
'How do you figure it out?' Qrow asked him.
'Oh come on. Do you think the Council will give me a full pardon for helping out? I mean I'm not one to forget my civic duty but surely this is going above and beyond.'

'Just try to find a gun and don't get shot. We'll work out your reward afterwards,' Mitchell said, moving past them.
'Oh don't worry. I'll be-' Torchwick's head snapped around.

A girl in a black dress with twin tails had run out to see the White Fang. She turned to one side, seeing Adam and then looked over at them. Upon spotting Torchwick she dashed over.

'Neo!' Torchwich shouted.
The girl ran up and punched him in the gut. He doubled over, even with an aura that had to hurt.
'Okay yeah… I deserved that one,' He groaned.

Neo pulled out her scroll, tapping quickly on the screen, glaring at Torchwick the whole time. He bit his lip before hanging his head.
'I uh… Lost mine,' He said.

She rolled her eyes. Pocketed her scroll and started a quick series of movements with her hands.
'Slow down. I've had a long day already and I'm not that good at this when I'm relaxed,' Torchwich said.

Back in the doorway that Neo had emerged from Emerald and Mercury pressed themselves into the arch. First the Fang and Torchwick had arrived well ahead of schedule and now they were buddies with not just Qrow but Atlas and the COG? Cinder was going to be so pissed. They slipped back into the shadows heading for the lift.