Emerald and Mercury slipped through the school. It wasn't nearly as hard as it had been a few hours ago. With all that was going on all they had to do was look like they were going somewhere.

Students and teachers alike mostly ignored them. Which was likely helped by them being transfer students. No one knew where they were meant to be, so they just assumed they were doing what they should be.

The occasional stretcher bearing wounded passed, making both press up against the wall. Neither liked the sight of some 1st year kid crying out as they were carried past. Mercury muttered something about them being soft, but even Emerald had some reservations now.

How would things have ended up if their plan had worked? Would they be responsible for all these injured children? The plan was to stop Huntsmen, claim the Fall Maidens power and recover the relic. But she'd never stopped to think about the kids.

They passed a window catching sight of a running battle between the Swarm on one side and a chaotic mix of Huntsmen, Atlas troops and now White Fang with a few COG thrown in. It was like a clip from a movie, everyone fighting for the same team. Which meant their window to work just got cut down.

Reaching the main atrium they found Cinder already waiting, she wasn't happy.

'Where have you been and where is Neo?' Cinder hissed.
'She uh. Joined up with Torchwick,' Mercury said bracing.
'He's here? Did he bring the White Fang as well at least?'

'Yes and no. They're outside, fighting the Swarm…' Emerald said, watching Cinders face turn to a snarl.
'Anything else whilst you were on your way here?' Cinder asked glaring between them.
'They were with Qrow, that other Schnee lady and the COG,' Mercury added quickly.

'This changes nothing. We still have our opportunity,' Cinder said, turning and walking to the secured lift.
'How are we going to get in? It's locked down and we never planted the virus?' Mercury asked.
'Sometimes if you want it done right. Do it yourself,' Cinder said, holding up a finger.

Her digit started to glow, first a faint red before reaching a fierce orange. She moved it over to the lock for the maintenance cover and pressed against the lock. It held for a moment then started to melt under her touch.

Once it gave out she lowered the output of her semblance and hooked her finger inside the panel. Pulling it open revealed the diagnostic terminal for the elevators. She flicked her finger clean of molten metal and popped her scroll into a slot.

After a moment the virus had done its work giving her control of the system. Turning off the indicators, sounds and lights was simple. Then she called the lift up from the lowest level removing her scroll once it was done.

Once the lift arrived she stepped inside and repeated the process to open the cover to its own controls, no point leaving the chance someone would steal their key. The others stepped inside and braced to pop out once they reached the bottom.

Cinder hit the button and turned off the scroll leaving it in the elevator slot. No reason to think they wouldn't need to make a quick exit. As much as she'd like to do this alone she wouldn't be able to risk fighting a Maiden alone.

She just had to be sure she finished the current holder off. If Mercury did it the power might be lost. And if Emerald struck the final blow, well that was much more manageable.

As the lift descended a few more rumbles and shakes made it rock. That felt far too close to just be more above ground action.


Ozpin was working as fast as he could. James had been kind enough to leave straightforward instructions of how to work this machine. Not that they covered doing this in a rush.

He also avoided glancing up at the rest of team JNPR currently standing, or to be more precise, crouching guard. Miss Nikos had been quite insistent they come along.

As much as he'd have liked to decline their presence, they were pressed for time and a few guards wouldn't go amiss. Some part of him chuckled at the irony that his original plan for Miss Nikos to be his insurance should they do anything had come to this.

'Okay Miss Nikos I'm about to start. You may feel some discomfort. Just try to bear through it,' He said, starting the transfer. Amber stirred slightly on her side of the machine.

Pyrrha was trying to focus on her breathing, slow calm breaths. Just like she'd done before so many trials and events. As he pressed the button however she found she wasn't quite able to.

She screamed as it felt like something was tearing at her aura. Working its way through the barrier to her very soul. She blinked and suddenly she was facing the girl Professor Ozpin had introduced as Amber.

'What? How did you?' Amber said, looking around in shock. They were standing in some kind of gray plain which flickered with spats of light.
'Where are we?' Pyrrha wasn't able to stop herself from asking.
'A place between. Look there's no time sh-' Amber's words cut off as a hand grabbed her neck from behind.
'There you are!' A voice feminine and full of hate hissed. Its owner lifted Amber off the ground and sneered at Pyrrha.

She looked odd. Like her face had been stretched over another larger one. Her build was more stocky yet her movements spoke of being more used to grace.

'Who are you? Another child here to deny me my prize? It matters little. I'll have my due soon enough. Won't I dear Amber?' The woman said with a fang filled grin.
'Take it. It's yours just don't let her catch you!' Amber shouted, her voice choked.
'No!'

Pyherra watched Amber hold out a hand to her. Somehow without moving their fingers touched. For just a second Pyrrha felt all the pain of those last few months. Saw flickers of Amber being attacked and then how this woman had tormented her through a half formed link.

Then it was over, like snapping awake from a nightmare. The images burned in her mind. Along with something else.

A feeling, like part of her was being tugged at. But how could that be? Unless…

'She's coming!' Pyrrha shouted, banging her fists on the hatch. It opened a moment later. Jaune reached out holding up a hand to help her.
'Who's coming?' Ozpin asked sharply, his eyes wide.
'Myr-'

Before Phyera could finish the chamber started to shake. the lights flickered and dust dropped from above. One of the walls erupted as a Courpser tore its way into space.

It turned its multi-eyed head to glare at them hissing as it moved aside. Behind it strode a group of Wardens, their helms more ornate than normal. And behind them was her.

She strode through the tunnel with confidence. Letting off a regal sense of pride and power. Her clothing was mostly a pragmatic suit of armor with a helmet that gave the sense of a pair of curled horns. She was totally focused on Pyrrha.

'You have something that doesn't belong to you,' The woman said, coming to a stop and holding up a hand, 'Return it. And I'll let your friends die quickly.'

'Mr Arc. Take your team and Miss Nikos now,' Ozpin said, walking around the machine to stand between the two groups.
'Professor we ca-' Juane started to protest.
'Third pillar on the right along from you. Turn the light fixture clockwise and follow the tunnel. Don't look back.'

Nora and Ren glanced at Jaune. There was no way Ozpin could win this. That many Wardens and a Corpser, he was a dead man. But they wouldn't make that much difference.

'Follow me,' Jaune ordered, helping Pyrrha to walk. They made it to the escape tunnel and vanished into it. The door sliding shut behind them.

'Hmm. You don't really think you can stop us do you?' The woman said, looking at Ozpin with disdain.
'Oh I'm quite sure I can buy my students sometime. Now I'm Professor Ozpin, Headmaster of this school. And it's quite impolite to just barge in without introducing yourself. I don't think I quite got your name.'
'Kill him.'

One of the Wardens burst into motion. Its maces were already half raised to crush Ozpin to a pulp. It felt a tap against its chest, even as it had been watching him he'd closed the distance pressing the tip of his cane to its chest.

With the light touch of a finger Ozpin let out a fraction of the stored power within Long Memory. The Warden blew apart in a flash. Those still intact moved to stand between their queen and this threat.

'Oh my I've gone and made a mess. Perhaps another of your guards would like to try their hand?' Ozpin said adopting a ready stance. A bit cocky but so far that had angered their leader the most, and that could make all the difference.


The escape tunnel shook again. This time it wasn't from the battle above, behind them the sounds of battle reverberated through the iron banded stone walls. Their only light was their armor indicators and the torches on their Lancers.

'We should go back,' Pyherra said, her strength returning.
'No. We keep going. The Professor knows what he's doing. We can't throw ourselves into that fight for nothing,' Jaune said, continuing on.
'Bu-'
'No buts. He's the rearguard now. Going back would just risk getting us killed. We're not strong enough to make a difference in that fight.'


Cinder watched the counter on the scroll as they descended. With the other lights and screens off it was their only light. Despite her utter wish it refused to go faster.

They'd felt some more tremors during the descent. Given the Swarm liked to tunnel they must have broken into the chamber holding the Maiden. Ozpin would have been smart enough to post guards. Now the only question was would they last long enough for Cinder and the others to swoop in and capture the Maidens' power?

As the screen showed they'd reached the bottom she turned it off. For a moment they were in utter darkness. The sounds of the others breathing and the feeling of the floor underfoot the only proof they were alive.

Then the doors slid open revealing… a battlefield. One of the large limbs from those tunneling monsters was embedded into a wall. The remains of a pair of those mace wielding Swarm strewn across the floor, glittering crystal atop flesh.

Emerald nodded as her semblance worked its magic. They were, for the moment at least, invisible. Creeping outwards they found more remains and the victor and the vanquished.

Some woman was holding Ozpin up by his neck. Her face drawn back in a snarl of rage. But more importantly for Cinder, her right eye was aflame. Two of the Swarm stood guard over her, one only with its left arm.

'Why is there always another stupid human who thinks they can deny me? Your kind has been a thorn in my side on two worlds,' The woman cursed her grip tightening.
'Oh don't… Worry… I'll be seeing you again soon,' Ozpin gasped.
'I don't doubt it. But once I'm done here. I'll burn this school and the city to the ground. I'll take what I desire from the ashes and-'

Cinder gave the signal. Mercury and Emerald struck their targets. The former landing on the collar bone of his and firing the gun built into one leg through the gap between its helm and natural armor. Meanwhile the other swung at an illusion that left it wide open to the slash that removed its head from its shoulders.

Even as the woman broke Ozpin's neck and turned, Cinder put an arrow into her back. Maiden or not she was still flesh and blood. Lacking an aura the projectile pierced her armor and came to a stop inside her chest.

Stiding quickly over Cinder flexed her fingers calling the Grimm that Salem had embedded into her palm. Her subordinates stepped over Ozpin's body and lifted the woman up so she was kneeling. Her eyes were ablaze with hate and fury as she spoke.

'I'll kill all of you for this. Do you hear me, you pests? I'll hunt you down, even if I have to sacrifice an army to do it!'
'Perhaps. But first. I want what's MINE!' Cinder said, holding her hand out.

The Grimm formed out of her palm. Like a small beetle with a white shell of bone. It chittered for a moment before expelling a black glossier web that wrapped fast around the woman's head.

'AAAAHHHH. I AM MYRRAH. I AM THE SWARM. YOU ARE NOTHING!'
'Shut up!' Cinder shouted as the transfer began.

In the blink of an eye they were in a void. Cinder standing over Myrrah just as they had been in the real world. There was a gasp from behind her.

Turning she saw Pyherra Nikos, the Invincible Girl herself standing with her hands over her mouth. For a moment Cinder was confused, then she felt that sight pull between them. The power was broken, split between two bodies.

That explained why Myera had only been able to manifest the flames over one eye. Much like the Grimm Cinder was using now, Myrrah had tried to drain Amber when she was connected to the network. Which also meant Pyherra was Ozpin's latest pick for Fall Maiden.

'You'll both pay,' Myerra growled, 'I won't rest until I've cleaved this power from your still warm bodies.'
'Hmm. I think you'd need to survive this first,' Cinder replied with a grin.
'She will. She'll be back. She always comes back,' Pyherra muttered.

That made Cinder turn to face the girl again, she couldn't mean this woman was like Salem? No, that was impossible. Only Salem and Ozpin could return from death, the latter needing a new body each time.

A feeling of danger made her look back, the Myrrah in the vision had reached up her hand and grabbed Cinders face. Pain, unfiltered primal pain shot through her. Cinder's eyes went wide as she screamed.

In the waking world Cinder's head snapped back and she screamed in pain. Even as the last of the power was drawn from Myrrah's body. The Grimm sucked up its web and wormed it way back into her palm.

Rather than a triumphant victor Cinder dropped like a puppet with its strings cut. Emerald and Mercury let the husk of Myerra drop to the ground. Not seeing the smile upon its features.

'Shit. Shit. I thought she was meant to get the power!' Mercury cursed.
'She must have. Come on help me carry her out,' Emerald said, pulling one of Cinders arms over her own.
'Alright. We get topside. Make for the Bullhead.'

The two of them carried her back to the lift. Using the scroll she'd left to send it back up above ground. Once more no one challenged them, given how bad Cinder looked that wasn't surprising.

They reached triage station and with a little of Emerald's semblance were able to get on a transport taking wounded to Vale. Which gave them a front row seat to the final desperate acts of the battle beyond Beacon.


Across the Kingdom the feelings of fear had built as the sounds of combat grew louder and closer. Fighting had broken out in the commercial and agricultural districts. COG Ravens, Dragonflies and Condors flew alongside Bullheads from Vale and Atlas Stonefish airships. Performing attack runs, dropping reinforcements and rescuing wounded personnel or trapped civilians.

With each extra hint of fear something within Mountain Glenn stirred. It tasted fear, pure delectable fear. And something else, a building anger much closer.

Beneath the city known as Mountain Glenn a mind was commanded to wake. It was time, time to feed to destroy. A tendril rose to the hole above its lair blotting out the light as it tore open its birthplace and started climbing.

'Sir seismic readings are picking up,' A watchstander called.
'Where? What's the source?' Ironwood asked, his eyes flicking over the display, surely not another tunnel.
'One moment… It's not one source, it's two. Both in Mountain Glenn.'
'What?'

As he looked out somehow his worst nightmare came to be before his eyes, twice. Mountain Glenn, the Mountain itself, was crumbling away. Inside the rock a vast Grimm started to move, breaking out of its former prison.

Nearly in sync with it something was pushing through the rubble from the tunnel collapse. They caught sight of dirty red hide as thick plates pushed aside the debris. Probing tendrils reaching out and pulling a monster from beneath the ground.

The two beasts roared as they sighted each other. Each was the apex of its respective species. Both saw the other as a challenger to its position of supremacy.

The Wyvern took to the air circling this new foe dropping oily globs of Grimm matter that formed a new horde in moments. They started to charge towards the Kraken like a tide of shadows.

Glaring up at this opponent the Kraken bayed, its four mandibles spread wide around its maw. It forced out a series of the new lesser Swarm beast forms. They erupted from their nesting sacs and tore upwards before descending upon the Grimm.

Two armies of monsters tore into each other. Both guided by instinct to rip, tear, destroy. And looking on were the defenders of Vale.

'What… What do we do?' A junior officer squeaked out.
'I… We're not trained for this… Do.. Do we let them just fight it out?' Another muttered.
'Quiet. All receiving units. Two leviathan class threats have emerged. Hold and wait for them to engage one another. We'll get them whilst they're distracted,' Ironwood ordered. Thankful that the Swarm and Grimm considered each other enemies just as much as they did humanity.

The titans closed the Kraken batting Grimm aside as it pulled its body out of the tunnel. The Wyvern let out a cry and swooped down talons at the ready. They met with enough force to crush rock and rend metal.

'Hold… Hold,' Ironwood ordered. Just a moment more…

As the Wyvern's talons pressed down breaking the hide of the Kraken they broke through gauging deep into its opponent. Roaring with equal parts fury and pain the Kraken managed to get its two largest tentacles bound around the body of the Wyvern. It pulled the flying Grimm to the ground and moved atop it.

'All units fire! Fire now!' Ironwood commanded as the two giants grappled.

Cleaving beams blasted out from each Atlas airship. Railgun shots crossed the distance before one could blink. Above the storm of fire missiles from the UIR's launchers rained down.

For a few moments the whole bridge was lit by the light from the weapons firing and impact. Ironwood covered his eyes as his retinas burned in protest at witnessing such fierce power being unleashed. Then after moments that felt like eternity it was over.

'Report! What's the status of the targets?' He shouted, blinking the stars from his eyes.
'Unclear, sir. There's a lot of smoke and dust kicked up. And some of that ink is still messing with our sensors,' A watchstander called.
'Keep on your gu-'
'Sir! The Grimm is still active!'

Even as he watched the Wyvern broke through the wall of smoke. Its bone-like mask shattered on one side, dozens more holes tore in its wings, yet still it came. The winner of that duel of monsters, coming to claim its prize.

'Open fire.' Ironwood ordered as the creature closed the distance.
'Emitters are still cycling, sir. They were never made for that kind of output. Coola-' The weapons officer tried to reply.
'Damn the coolant we need to stop that thing!' Ironwood shouted, slamming a fist into the display so hard it cracked.

'This is Honor all battle shorts active! We'll put everything into that oversized poultry!' Hanish's voice announced.

Ironwood watched the Honor start firing, faster than it had before. After the first set of shots it's main guns were glowing, the shots that followed leaving bright trails of embers in their wake. Each one that struck home caused the Wyvern to slow just a bit more.

Its escorts joined in their smaller guns also starting to break down as they too exceeded their limits. Below the guns of Vale aimed up and hurled shells at the monster descending upon their home. Through all of it all Ironwood could do was watch and feel the fury of being forced to watch as others fought.

A light started to build within the draconic Grimm. Rising up from its belly and into its throat. It opened its jaws wide, aiming right at the Honor.

'Break off! Repeat Honor break off! Evade!' Ironwood shouted.
'Negative on that last. Engineering, divert from everything you can except propulsion and put it into the barrier!' Hanish shouted, still transmitting to the other ships.

The Grimm let loose the blast of energy. A torrent of orange flames tinged with dancing electricity connected it and the COG airship for a moment. The barrier held for a heartbeat then gave out.

Ironwood watched in horror as the blast rendered the hull molten and bored into the craft. Secondary explosions erupted from within its structure. Yet still it remained aloft.

'Emitters reset firing now,' The weapons officer shouted.

The Wyvern was struck from all sides. This time it didn't have the Kraken to absorb most of the fire. Beams cleaved into its body, the COG escorts added their smaller railgun shots punching into its flesh. The coup de grace came from a UIR missile on manual control guided into its mouth.

It crashed into the ground, gouging a trail as it slid to a stop. Finally the beast started to come apart. Its last roar fell away to nothing as it disintegrated.

They'd won. Ironwood looked out over the battlefield. If this was a victory… He didn't want to imagine defeat.

Smaller engagements within Vale were ongoing. New waves of Atlas AK-130s were being dropped alongside COG DeeBees. Both working alongside their flesh and blood counterparts to encircle and crush the Swarm.

The Honor limped along to the only secure clear ground large enough to land, Beacon. Much like the city it looked out over the school had columns of smoke rising from it. Aircraft buzzed over it as the cruiser made its emergency landing.

Its landing legs down, the Honor landed hard enough to send shocks through the ground. Across its hull damaged control DeeBees worked to contain the strange etheric fire. The sight of such a mighty craft wounded was all the summary needed.

They'd won, but not without losses. Already the reports were growing longer. Wounded, missing, dead.

Ironwood was already running the numbers in his head. They'd need to step up recruitment, training and call up all their reserves. He'd need to request a suspension of the Vytal treaty.

All of this on top of fighting her? Ozpin would not be pleased but that was just the state of things. Once everything was under control Ironwood would give him a call and explain the situation.