To descend to the ground floor of the CCT was to descend to the darkest depths of the ocean. Negativity bore down upon Ozpin with all the weight of the sea, yet he stood tall. The doors of the elevator opened and unleashed the cacophony of panic upon him like a blast wave, yet he marched forward. He had to: from the moment he took one step out, Ozpin could feel eyes drawn to him. The ground floor was flooded with people of all kinds. Students, Hunters, soldiers, teachers trying to keep calm. The center of Beacon was as safe as it could get. After all, that's where he was.

As Ozpin strode forward, words fell away, and the masses parted. There was a second of silence, then the chaos returned once more. Through their cries, their pleas, their reports, he gained knowledge of all that happened in his academy. Death Stalkers were bursting through dormitories. Nevermores and Griffins were raining down from the sky. Atlas' own Knights and automated Paladins were refusing to respond. The White Fang had laid siege to Vale. The entire kingdom was at risk. His kingdom was at risk.

With only a glance to those calling for his attention, Ozpin moved them aside. Every unflinching step closer to the entrance dampened the negativity around him. Frantic calls grew to curious murmurs as Ozpin twirled his cane. He slipped his hand over the handguard. His magic. His lives, gathered and focused for over a century now. Ozpin corrected himself: his life alone. It had been years since those other lives had spoken to him at all. Years since he was anything other than Ozma under a different name. Even so, as he marched out of the door leaving only silence and countless, strong gazes behind him, he offered a quiet apology to all those lives he'd now have to waste.

"I'm sorry, Old King."

Even so, as he grasped the handguard and stood out in the open night, he could feel a reply.

"Don't be."


No Plan Survives Contact


"PYRRHA!" A cry shouted a dozen times, each only more hoarse and bitter than the last. Through sobs ravaging his already ruined throat, Jaune yet again reached out towards the end of the tunnel. Red alarms flashed, the only thing lighting up the tunnels leading out of the stadium itself. Civilians and students alike were packed in so tight that they nearly crushed one another in the tight space. Struggling through tears of her own, Nora held him by his torso and pushed him ahead. It was all she could do to prevent him from trying to shove through the swarm of shrieking bystanders.

"Please, Jaune, we can't stay here!" Nora pleaded with him over the din, but she knew it would fall on deaf ears. "Ren!" she called into the masses for the only thing she knew could help, and not just for Jaune's sake. If she didn't need to hold Jaune back, Nora knew she'd be doing the same as him. But it was too late. A sob left her shuddering: it wasn't fair. It wasn't fair that their last glimpse of their teammate would be as a body meters away. There was bound to be nothing left, now: behind them in the stadium, innumerable Huntsmen and Huntresses were now trying their hardest to keep a Nevermore nearly the size of the stands from killing all those trying to get away.

She wanted to be out there. She wanted to do something. And yet...

A hand found her shoulder, and some of those fears ebbed away. Jaune's struggling stopped. Ren had found them, and not a moment too soon, as all at once the people around them surged forward, and they were swept away into the pavilions surrounding the stadium. Swept away from Pyrrha, and swept into a new chaos. As the trio stumbled out of the fleeing masses beside the tunnel's exit and collapsed beside it, they found only pandemonium. Though there was plenty of room for the crowd to spread out and find space to catch their breath, the world beyond Amity was dark, whirling static. Minuscule Nevermore swarmed around Amity in endless numbers. Atlesian Knights and students from all over Remnant fired out into the black mist, yet the Grimm weren't attacking. Not that the swarm was harmed by those meager guns.

Nora wiped her eyes and looked to Jaune, distraught yet held tight by Ren. Ren's Semblance could dampen his emotions, but it was only a matter of time before they were forced to face reality. Nora reached out for them.

A thousand alarms chirruped across Amity, and before any had the chance to question it, Nora found an Atlesian rifle trained on her. As one, the Knights had turned against their wards. A fresh wave of panicked cries drowned out her gasp of shock. Nora threw herself between the Knights and her friends.

In a storm of gunfire, Knights all around them collapsed into scrap, and any other that Nora could see quickly suffered the same fate. Ironwood stormed ahead, a gigantic revolver in his hand trailing smoke and a squad of soldiers rushing up behind him to secure the coliseum from what should've been their own allies.

"Everyone!" The general's voice thundered across the pavilion. Like their voices were stolen from them, the crowd went quiet. "Remain calm, stick together, and follow my men: they will lead you to safety," he commanded. "Those with active aura, form a perimeter around the civilians! Any with Semblances, we'll split you evenly among the front and back of the group. We will get you out of this."

The rumble of footsteps became more orderly as they followed his commands without question. But they didn't know what was really happening. Nora did. She balled up her fists and shot a glance over her shoulder to find Ren helping Jaune get to his feet and guiding him through deep breaths.

So, it was up to her, then.

"Ironwood!" Nora shouted out and pushed her way closer through the masses.

There was a flicker of agitation on General Ironwood's face, and a demand was already no doubt on the tip of his tongue before he saw Nora. His eyes widened, then his expression tightened to a restrained frown. He waved his soldiers ahead.

Despite his stern look and shouted words just a moment ago, his voice was soft. "Miss Valkyrie."

"What did you do!" Was it fair to shout at him, Nora thought? No. Did she care? She couldn't afford to. "What happened to Pyrrha! What is all of this? Is this just because she became a Maid—"

"Miss Valkryie!" There was the storm from before.

Nora bit back her words, and Ironwood took a sharp breath in. After a warning glare shot to those who had stopped to look, Ironwood stepped forward and put a hand on Nora's shoulder. From his frown and pitying look, Nora already knew she was crying again.

He sighed. "I'm sorry. I know this is a terrible situation, and I know there's nothing I can say to make this better, but I cannot explain anything to you here. We need to evacuate Amity before we have even a moment of rest; we suspect those that are behind this are attempting to trap us here. My men have found an explosive device attached near Amity's core."

Nora balked. "Evacuate? Through that?" She pointed to the swirling cloud of Grimm surrounding the coliseum. "How're we supposed to get past the Grimm, let alone the White Fang!"

Behind Ironwood, the night became awash in brilliant emerald. Then, the sky screamed.


Cinder's strangled cry was one of the countless joining together. Vibrant orange aura coursed and flared along her bare arm. Her muscles visibly twisted and writhed beneath her skin. While Mercury and Penny looked on in confused horror, Emerald stepped forward to support her. A monstrous glare from Cinder warded her off. Clutching her arm, she stormed to the pilot's seat alone. Ahead of them, the emerald light around Beacon began to fade, yet it still clung on. Black miasma was falling to the academy below like rain: all that remained of thousands of Grimm eradicated in an instant. Even the swarm around Amity had grown erratic, shifting and warping from a shield to a frenzied cloud.

Torchwick didn't look back at her. His eyes were ahead, hands wrapped tight on the controls.

Despite the pain, Cinder grinned. "Get us to the CCT. We've found our target."


The Grimm were crying out. His children were crying out! In the bridge of the Atlas Telemon, Merlot clenched his fists hard enough for his prosthetic to whine in protest. His greatest creation crashed down onto the ruined deck of the aerial dreadnought. The colossal, mutated Nevermore was trailing off into ash, but still standing. Its own children were not so lucky: as long as that light persisted, they would drop from the skies.

"I'm withdrawing my Grimm to a safer distance," Merlot stated and marched down the bridge towards its broken windows. "I cannot risk the fuel we require to be destroyed by this unforeseen event." He spoke to no one in particular. It was an announcement of his intentions, and not one of the faunus he passed could stop him. Especially as he raised his hand, and his creation raised its head to him, prepared to listen.

Behind Merlot, Ilia melted out from the shadows to stand just behind Almond at the commander's platform.

"Some of our plants on the inside are saying that Atlas is evacuating Amity. There's some kind of bomb: it must've been Cinder's work." But throughout Ilia's report, Almond remained a statue. He didn't even look in her direction.

"They must think we're bluffing," Ilia added. Not getting any response, she turned to him. "Will we... shoot them down?" Ilia forced down her nerves and hoped Almond didn't hear her hesitation.

But the seconds ticked by, and while Merlot spoke with his 'child', Almond only stared ahead.

"Let them pass."

Behind her mask, Ilia's brow shot up. "Is that part of the plan?"

Behind his mask, Almond's eyes bored holes into Merlot's back.


"The plan's changed," Cinder announced and motioned for her followers to step in closer. Only Torchwick remained outside of their huddle, keeping their course for Beacon Tower while trying not to be conspicuous. Penny hesitated, but with a lowered head, followed.

"It seems our little faunus friends have informed Ozpin of our objective, and since one of them was not silenced in time"—Emerald was left to wither under Cinder's gaze—"we have no choice but to assume they, along with any other of Ozpin's puppets, will try to stop us. Emerald, you'll keep your role: escape to film the carnage from afar, and create distractions if necessary," Cinder ordered. "Mercury, join her; we don't have time to repair your legs. You two have done your jobs."

She laid a hand on Penny's shoulder. "Penny and I will escape and isolate Ozpin: this Bullhead will serve as a perfect battering ram to get his attention," Cinder purred with a knowing smile.

Penny glanced over to Torchwick, who was glaring over his shoulder at Cinder. "Will we be bringing Roman Torchwick as well?" she asked.

In an instant, Cinder's smile twisted into rage. She leaned in, pulling Penny closer by her chin.

"I didn't ask for your opinion," she hissed.

Penny's instincts wrestled with one another. Refuse. Concede. Fight back. Surrender. Run. Submit. "I..." She looked away. "I apologize, Miss."

Heat flickered across Penny's jaw for only a second, then Cinder's fury melted away. "No. I should apologize: I shouldn't be so harsh with you." With a sickly sweet smile that left Penny's instincts twisting once again, Cinder patted her cheek and looked to her other two followers. "We'll be taking him with, of course."

She was lying. Penny knew it. Mercury's perpetually nonchalant expression couldn't be read, but Emerald's quick glance to Torchwick and her false smile meant she knew too. Why did she ask that? Penny followed Emerald's glance, but was surprised to find Torchwick no longer paying them any mind at all. His attention was on a simple briefcase at his side. Then, he groaned, as that attention was soon on the plane's radar.

And the object rapidly closing in on it.


Normally, trying to hit something as dark as a Bullhead against the cloudy night sky would've been a real trouble. Let alone when it was a moving target. But, as Ruby landed a pair of shots into the rear of the craft, she was thankful for whatever that weird, green glow swallowing up the sky was. She wasn't the only one who gave it any note as they flew down the streets.

"What is that?" Yang muttered. The Grimm they passed were either left fading away en masse, or ducking away into the shadows. Only the largest, seen in glimpses down side streets, were untouched. But rather than have solace, the students were now being attacked by Atlas' own Knights. Same battlefield, different foes. Same chaos, different cause.

"It has 'Ozpin' written all over it," Adam called back. "Just like when the White Fang attacked."

They didn't have much more time to question things, however, as the side door of the Bullhead was blasted off. Ruby scarcely had a moment to get Cinder in her sights, leaning out from the aircraft, before a rain of obsidian daggers scattered across the street.

"Brace!" Weiss shouted and formed a shining, blue glyph of energy just ahead of them before the road erupted into a spray of asphalt, glass shrapnel and fire.

Adam cursed under his breath and weaved out of the way of the gouges and holes left behind in the road. The car rumbled and tires screeched, dangerously close to dipping entirely off the path of glyphs speeding them up. The smoke and stench of burning rubber and scorched steel didn't bode well, either.

"Gah! Come on, Adam! Hold still!" Ruby protested beside him.

"This car can't take much more of the speed, let alone a direct hit," Adam shot back and narrowly swerved out of the way of a Beowolf leaping across the street. Ahead, Cinder pulled back her hand, and a glass bow flashed to life. "We need a better plan!"

If Cinder hit the roads again, they'd have to stop—if they could stop—or else they'd burn all their aura surviving a crash. If she hit the car, that was them done anyway. If they tried to slip away into the side streets, they'd get bogged down in the hiding Grimm while Cinder would get away. Abandon the car, and Cinder could run their auras dry leading them in a wild chase. Ruby shifted her jaw. The only plan that'd work was getting Cinder before she got them. The car rocked again, and her aim on Cinder, such a small target, was knocked off yet again.

And that gave her an idea.

"Ice Flower!"

Behind her, Weiss sharply inhaled. Ruby knew the problem Weiss saw: she couldn't shield them and empower her shots. By all accounts, if she missed, Ruby would get them all wounded at best.

The blue glyph spun and shone a brilliant, Ice Dust-infused white. Not even a second of hesitation. Ruby grinned. The end of Cinder's arrow burned orange, visible as a star even that high up in the sky. Both channeled their auras into their weapons. Steadied their aim. Steadied their breath.

Ruby shot first. Her charged shot left a trail of white mist as it pierced straight into the Bullhead's engine, then burst into an array of ice spikes. The jet dipped with the extra weight. Cinder's shot went wide, and a parked car behind them was reduced to scrap. Cinder tried to line up another arrow, but it was too late: Ruby and Yang both let loose with all they had, and every impact left the Bullhead more unbalanced. Tipping more and more.


An explosion sent chunks of ice the size of a fist skittering across the inside of the Bullhead: the once-encased engine was completely shot, now.

"We're dropping!" Torchwick called from the pilot's seat.

"We can see that, smartass!" Mercury barked back. He looked to Cinder for orders, and when she only nodded to him and Emerald, the duo sprinted past Cinder and leaped into the academy grounds from high above.

"Keep us steady for as long as you can, then aim this junk at Ozpin," Cinder commanded Torchwick and whirled around to face Penny. Her glass heels flared a molten orange and reshaped themselves into talon-like boots that dug into the steel floor and kept her standing with no effort at all.

Torchwick gripped the controls tighter. "I'm not going down for you, Cinder," he growled.

"Don't be so dramatic," Cinder said with a scoff as she walked to Penny. Penny, however, looked past her towards the open door and smoking engine beyond. The sharp crack of bullets hitting the hull reverberated through her. She could easily make the jump. Then, she could... do what?

"We're getting you out too; this'll just be the beginning," Cinder continued without looking back. Instead, with a much gentler hand than before, she guided Penny by her chin to look at her once more.

"You will follow my orders."

There was a part of Penny that rebelled at the thought. She could sense the aura behind every impact. Ruby. Weiss. Yang. Her friends. They wouldn't be like Atlas or Vale: they'd understand her, right? She could never be in danger from them. But Penny couldn't look away. As much as she wanted to, she couldn't break Cinder's gaze. Why?

"Ignore the plane and ignore the attack. You will focus solely on myself," Cinder instructed, and the rumbling of the failing Bullhead fell into the background. "You were built for this, Penny, so I know you can feel my magic, the same as yours. The only way you're getting out of this alive is to copy everything I do."

She wasn't doing anything, yet Penny still understood. The energy the two shared had risen to the surface across Cinder, ebbing and flowing in a pattern Penny felt more than she identified. Without thought, she guided her own energy—her own magic—into the same pattern. Move by move, motion after motion, all happening in only a couple seconds' time. It beat like the heart she did not have, flowed like the air she did not need. But Cinder was right. She was built for this.

Cinder's eye lit with a flame Penny knew flowed from her own eye as well. Leaves of light in green and amber floated away from them both as Penny, through instinct alone, joined Cinder in the spell she cast. At the last moment, Penny was struck with the spell's purpose. Teleportation. But she was also struck with the fact that the spell wrapped only around the two of them. Torchwick was left alone to die. A pawn in Cinder's game. A cog in the machine.

As the magic swelled around them both, Penny cast the spell's reach over Torchwick. It was a whim, she told herself. The same whim that had her wander off into Vale so long ago. The same whim that had her tell Weiss she was a machine.

The same whim that had her decide to live.


The emerald glow cast over Beacon had faded completely now, but the energy still thrummed in the air. Nevermore circled in the clouds and kept their distance, and while the alleyways and buildings gleamed with the ruby-red eyes of larger Grimm, they refused to leave the shadows. For now. It'd be enough protection to keep the tower and those inside safe, at least. Ozpin stood tall just long enough to walk out of sight of those watching from Beacon Tower's door, then collapsed against the wall, breath coming in great gasps. Aura flashed and crackled across him like errant bolts of electricity, the brightest surrounding the cane he gripped onto for dear life.

Hidden in the shadow of Beacon Tower, Blake crept closer. Ozpin was drowning in exhaustion. He was out of sight of everyone. Beacon was focused on the invading Grimm. The sky belonged to the White Fang. It'd be so easy, wouldn't it? If he was gone, then surely this would all end.

One last test from fate, she thought. One last chance to get it right.

"Miss Belladonna." At Ozpin's words, Blake pulled up short a few feet away from him. Her grip trembled around Gambol Shroud. "I cannot say I expected to see you so soon," he spoke breathlessly.

His gaze was aimed at the sky, yet when he shoved off of the wall and stepped forward, Blake found herself stumbling back nonetheless. She forced herself still and her voice calm.

"Ozma."

Ozpin let out a choppy laugh, and only now looked at her with a weary gaze. With careful steps, he walked further from the tower, circling her. "Getting straight to it, I see. I take that to mean you've been informed by your team leader? Cinder Fall, correct?" He turned fully to face Blake, back open to the waiting Grimm in the buildings around them. Tired as he was, Ozpin's presence still weighed down on her. Or was that just more of his magic?

Blake walked closer, but she didn't answer. It was easy to lie to the others that she was assisting with the evacuation, it was easy to decide that this was what she really wanted to do. Faced with it, though, she struggled with how she would do this. If she would do this.

His eyes trailed down to the weapon in her hands. "Well? What do you plan to do?"

Surrender. Give in. Help stop Cinder. It should've been so easy. Ozpin took a step closer, and with wide eyes, Blake raised her pistol. She couldn't even hold it steady with how much she was shaking, but Ozpin halted.

Questions tumbled free from Blake. "Who are you? Why did you take the Maiden powers? Why... why is this happening!" But as much as she wanted to know the answers, she also knew it was just stalling. Any time at all to gather courage, to do what needed to be done, to do something.

The wizard's eyes widened, just enough for Blake to see, then his stare grew more soft. "I'm sorry, Miss Belladonna. I'm certain you've been told many things by now, and I'm certain many of them were true... but we have not the time for me to explain everything." His steps were silent as he approached. Blake tensed, but did not move.

"Even if I could, I cannot give you the answer you truly seek." Ozpin stopped only when Gambol Shroud's barrel was against his chest. He towered over her. He was her vision. Ozpin stared down into Blake's eyes, unflinching, yet with the weariness within all the stronger. "But I can give you a choice, Miss Belladonna. And I can tell you that I know you'll do the right thing."

She shouldn't be here, Blake thought. She should've been in Mistral, with her team long dead. She should've been fighting alongside Adam and his team. She should've still been in the White Fang—anything would've been better than staring down an immortal wizard, having to choose sides in a conflict she'd never wanted to be in. The wizard or the witch. The so-called tyrant or the terrorist attacking Beacon. Ozpin made no attempt to move, even as Blake's finger twitched on the trigger.

The silence lasted for only a second before he suddenly turned to look behind him. Blake didn't see anything at first, but after a moment, she could hear it: a roar. Quiet enough to barely be heard over the assault on Beacon, but getting louder. Closer. She leaned to the side to peer past Ozpin. A Bullhead, trailing smoke and ice, was barreling down towards them like a missile.

"Move!" Ozpin shouted and shoved Blake aside. In the next second, vibrant green tinted her vision, and the Bullhead struck with an explosion that Blake could see engulfing them, yet didn't feel. Neither heat nor shrapnel so much as scratched her aura, even as fire rushed right past her and force left the stone beneath her in pieces. The roar of the impotent flames and stench of Fire Dust, however, struck her like a hammer. Blake looked around to find a dome of emerald light surrounding her. One that fell to pieces as soon as she noticed, as did one beside her, leaving Ozpin to drop to one knee amidst the burning wreckage. This time, his aura was crumbling.

There weren't any people in the destruction left behind. Not even a sign of rogue Atlesian Knights. By all accounts, it was like the Brother Gods had personally thrown that jet at them... but Blake knew its source. Cinder. 'Her' leader. Blake gripped her pistol tighter, and marched forward through the dust and smoke.

She offered a hand to Ozpin. "What do you want to know?"