Deep in the sterile hallways of an aerial dreadnought, Torchwick hit the ground like a sack of bricks. Grunting, he pushed himself to his feet and looked around. Lights flickered and waned down the hall. Scattered across the empty corridor were bullet holes, shreds of cloth, dented Atlesian armor and a mess of red stains. Nevermore barely the size of one's hand picked at what little remained of who knew how many Atlesians were once here.

"Just what I needed: another afterlife scare," he grumbled. Torchwick rubbed his face and took a deep breath to calm himself. It failed.

"Damn it!" He kicked the wall hard enough to dent it, and the minuscule Grimm fluttered away. This was supposed to be easy! Get the robot on his side one way or another, use her to steal the Maiden's powers or kill Cinder outright, then the path was free for him to get the hell out of there! The protocol was supposed to take priority over Merlot's code: Cinder wouldn't have had a chance to use it to stop Penny once they were on the attack. But no, this nonsense had to happen instead: Pyrrha Nikos—and now Penny—was apparently the Maiden already! The White Fang weren't showing up in Beacon to be his cover to escape, either!

A sharp crack echoed through the hall as Torchwick paced back and forth. A White Fang mask lay broken beneath his shoe. He grimaced: so he was on one of the airships, then. It was only now that the quiet sank in. Only the hum of air conditioners could be heard: even the sound of the fighting outside couldn't get this deep. The attempt to take this airship must not have gone well. Great. Whatever trick those two were pulling in the Bullhead got him out of there, but with no clue where he was other than 'in the sky' and no way down, he was still stuck between a rock and a hard place.

Those were Torchwick's thoughts right up until he noticed a simple, black briefcase where he had dropped. His briefcase. Torchwick grinned. Maybe there was a chance for him, after all.

Dark Times Ahead

A storm of fire awaited Team RWAY came screeching around the last turn to the center of Beacon. Black smoke billowed from where the Bullhead must have struck down, blocking any hope of seeing what was beyond. There was a sharp pop deep within the car, followed by the rending of metal, but it had served its purpose: as one, the team leaped from it, leaving it to crumble away into metal and flame as its chassis gave out completely.

"There's no way she was aiming for the CCT, right?" Yang asked as they sprinted for the smoke, weapons at the ready. "It wouldn't have even left a scratch on this thing!"

"She must've been trying to hit the source of the light," Weiss commented as she reloaded Myrtenaster.

Adam scanned the surroundings: he doubted Cinder would sacrifice herself on such a weak play. She must've jumped when they couldn't see. But where? He gripped Wilt tighter as he noticed students and soldiers both stepping from inside Beacon Tower to find what happened. Adam swept Wilt out towards them.

"Stay back!" he ordered, and the crowd pulled up short. He could see their gazes moving from him—a believed terrorist—to the rest of the team. Ruby nodded to the group and, either out of fear or confusion, they began retreating back to safety. Just in time, as well, as suddenly the flames were blown aside in a rush of wind. To the team's surprise, however, it was not Cinder marching out of it, but Blake, helping keep Ozpin steady. She paused, and the two groups were left to stare at one another in shock.

Ozpin took the initiative and, supported by his cane, stepped away from Blake. "Good to see you all here. I shall get straight to the point: I know where your targets are."

"Emerald and Mercury jumped ship before they crashed," Ruby brought up.

He gave a quick nod of acknowledgement to her. "Then we'll have someone search for them. In the meantime, Cinder Fall and Miss Polendina are there." Ozpin pointed with confidence to one of the many airships in the sky, drifting derelict away from the rest of the fleet.

"Wh—but how do you know?" Weiss asked.

Ozpin glanced to Blake, then the group. He sighed. "I don't know how much you know and don't have the time to find out: I can sense them, and I can get you there. I'll be sending Qrow up with you the moment I can get in contact with him. You don't have to win, you have to keep those two there."

Yang crossed her arms. "What about you? Can't you come help us instead?"

He shook his head. "I'm afraid I've spent too much of my energy at once clearing the skies and taking that surprising little maneuver of Cinder's head-on." Despite being winded, Ozpin managed to keep some levity in his voice. "I'm needed down here: once I catch my breath, I'll be clearing Beacon completely... and speaking of which"—he turned to Blake—"I'll be needing your help as well."

"Are you sure?" Weiss couldn't hide the suspicion in her tone.

"Quite so. The worst of the lesser Grimm are handled, which means we have a window to help evacuate Amity. Get in contact with Professor Goodwitch, then get to the docks and find if we have anything that made it out of the White Fang's attack. Once the evacuation is over, get to Vale immediately. We need someone to convince the White Fang to cease their attack on the city."

Blake shook her head. "They didn't listen to me, last time."

"They'll have to now."

"Almond has his doubts," Adam cut in. "And I have defectors in the city: get to Vytal Tower, and they'll help you." There was no point in trying to hide his resources.

Ozpin didn't so much as blink: he must've known anyway. "We must try everything to save these people as well. Miss Belladonna's told me everything: this is to kill me and me alone. Everyone else on both sides will be sacrifices to our enemy, and I refuse to let that happen." Ozpin paused. Clenching the handle of his cane tight, he stood tall and narrowed his gaze.

"That's why I'm going to ask you now: are you prepared for this? I know you've come this far, I know you know much of this already, and I admit that there are precious few alternatives, but there is no turning back from here. You'll be in this war until it ends." He shook his head. "I won't blame you for stepping aside now."

RWAY and Blake looked between one another. Their hearts were set.

"No chance we're leaving now," Ruby proclaimed. She turned and pointed to the airship. Their end goal. The ones behind all of this. "Send us up!"

Behind her, Ozpin held back a smile at Ruby's dramatics, but quickly forced himself serious once more. He nodded, clicked the trigger on his cane one more time, and ribbons of emerald light shot up to surround Team RWAY. Through them, Adam and Blake shared a last look.

Then the four were gone in a blinding flash. As the light faded, Ozpin drew out his Scroll and turned to Blake. There wasn't a glimmer of doubt in her eyes.

"Alright. Let's get to work."

The stench of blood and ravaged state of the aerial dreadnought's bridge did not faze Cinder when she and Penny arrived in a burst of fiery light. Her mind was already on other issues: things were not going according to her plans. They rarely did, now that those insolent cretins in Team RWAY got involved, but this was a worst-case scenario. Ozpin was no doubt aware of her plans, and she was stuck with this damnable machine carrying her rightful inheritance. Ripping the powers back was an option, but there was no guarantee her control could overwhelm the Maiden Protocol in the puppet. With Ozpin prepared, she needed every advantage she could get her hands on. But that girl did open up new options for her: reinforcement.

"We're still some distance apart from the main force," she started, "but we can work with that." Cinder walked ahead to the window and scanned across the horizon.

Behind her, however, Penny was barely listening, lips drawn to a fine line. While Cinder searched for her goal, Penny's thoughts were on a different matter. They were alone now, and only now did an urge—a desire, pressing down on Penny's very being—come in pulses: eliminate Cinder. Cinder was a threat to her, ready to betray her at a moment's notice. Every moment Penny spent here was another where she'd possibly have to fight her friends. But then she would remember that she should be helping Cinder for saving her, that she should be following her orders. And the urge would recede like waves pulling away from the beach.

But that wasn't right. Something was off, and Penny could feel it. It was like listening to her own thoughts, not thinking them herself.

Her ruminations were broken by Cinder snapping her fingers. Cinder pointed to a mountain in the distance, little more than a shadow against the night sky. It was taller than the rest, but not by much; it was wholly unremarkable.

"Use the ship's systems and fire on that location," Cinder ordered.

The ebb and flow of Penny's thoughts cut off, and without thought she moved to one of the terminals still active. At first, Penny thought to question the order: how was she supposed to control an entire dreadnought? That was not within her capabilities. Yet she recalled the Atlesian Knights in Amity: an errant thought, and they were hers to command. She looked down at her hands, then to the terminal. Then, Penny reached out, and the AAS Endurance was just another limb of her body.

It left the blast of emerald light atop the dreadnought's deck all the more noticeable. Penny pulled back from the terminal, eyes wide in shock: before she could see them, she could feel their auras. Team RWAY.

Yet Cinder laid a hand on her shoulder, her smile smooth and knowing, yet her eye wide with restrained fury. "I'll handle the brats," she said.

"Please, don't hu—"

A glance from Cinder silenced Penny. "Finish your job, then assist me." She leaned closer, eye alight. "After all," Cinder cooed, "Ozpin must have sent them here. That means you're their enemy as well."

Penny flinched and, satisfied, Cinder sauntered to the grand windows of the bridge looking out. Team RWAY were marching ahead, but Penny couldn't bring herself to look at them. To look at Weiss and Ruby. As she mindlessly linked herself back into the airship's systems and began to turn the dreadnought to face its new target, Penny's mind reeled. They'd never think she was against them, right? But why wouldn't they? She killed Pyrrha Nikos. She's helping Cinder Fall. She saved Roman Torchwick. All just because she wouldn't accept her fate. Because she was selfish.

Of course she was their enemy now, Penny thought. They were here to stop her just as much as they were trying to stop Cinder. And like a boulder rolling down a hill, her thoughts continued on their own, no matter how much Penny tried to stop them from reaching the inevitable conclusion.

That made Team RWAY her enemies, too.

The cold wind atop the dreadnought ripped the breath from Team RWAY. Safe in the black ocean of the night, the Grimm up here were far more numerous. What few stars were not blotted out by the shadows of passing Griffons and Nevermore were vastly outnumbered by their newer cousins: the flickers of the endless swarms' ruby eyes. The Amity Coliseum and the shattered moon stood as the two spotlights on the damned night, the only sources large enough to not be swallowed up whole.

Weiss' attention, however, was further ahead. Through the glass wall separating them from the bridge many meters ahead, through the light so bright out here that it hurt her eyes, stood Penny. Cinder's hand was on her shoulder as if they were partners—friends, even. No one else stood in the bridge. The two were alone. What could Penny's reason be, now? She could try to escape. She could try to fight. And as Cinder looked up to them, Weiss could only take solace in how Penny did not look at them as well. Weiss' gaze met Cinder's.

Then, the bridge's windows detonated into a rain of shattered glass aimed straight for them. Weiss was forced to shoot ahead of the others and raise an ice wall that splintered and cracked under the assault. Shards of glass as large as longswords and as hot as branding irons still poked through, glinting in the warped moonlight. As the wall warped and melted away from the heat, the pieces clattered to the ground.

Beyond the steam, Cinder approached, her laughter ringing out into the night. "Has Ozpin stooped so low as to send his pawns to fight in his stead?" she mocked. "And yet knowing that, you still march to his tune. What loyal pets."

"Spare us your talk," Ruby snarled. "Blake's told us everything."

Cinder arched an eyebrow, but her smile returned to its perpetual, smug confidence. "Did she really?" Her gaze fell onto Adam.

"Shut up, already!" Yang groaned. She cocked Ember Celica. "No more cryptic talking and no more distractions: you're going down!"

"I won't forgive you for whatever you've done to Penny." Weiss raised her rapier.

"Nor the White Fang." Adam turned and laid his hand on his blade's hilt.

"Or Pyrrha!" Ruby shouted and deployed Crescent Rose into its scythe form.

Another laugh from Cinder bubbled to the surface. "How cute. Fine. No more distractions." She clenched her fists, and even as far as Team RWAY stood, the freezing air twisted into a stifling heat. Flames rippled from her hands and even the lone eye visible behind her bangs. "No more interruptions." The only warning Team RWAY had when Cinder raised her arm was the flash of light and high-pitched squeal at their feet. Then, every shard of glass exploded like a grenade.

Adam and Ruby dodged back, but Yang threw herself ahead of the glass. She rode the blast wave, added onto it with her own shotgun blast, and went flying for Cinder. Beside her, Weiss slid along her glyphs. With a roar, Yang swung. It was stopped cold, fist caught in Cinder's hand. Cinder pulled her other hand back, and the Dust woven into her lone sleeve flared. Yang flinched, but Weiss came in with a brutal stab to Cinder's stomach that sent her sliding back. It gave Yang just enough time to yank Weiss behind her and throw out a hand before Cinder retaliated with a peal of flame that eclipsed both their visions.

There was no time for Cinder to focus, however, for a blur of red zipped past her, and she was tossed into the air by a swing of Ruby's scythe. Adam leaped above, and Yang darted forward, but with an explosion from her hand, Cinder sent herself spiraling high above them. Motes of light swarmed around her in the sky, briefly visible to Weiss as symbols and markings in a language all too similar to that inscribed along her rapier. The team raised their weapons in preparation. But the attack wasn't from her.

With a sweep of Cinder's hand, every remaining window of the bridge melted away and shot towards the group in an array of snaking, scorching spears. They tried with all their might to block, but they were cast aside like dust and sent flying across the deck of the dreadnought.

In a panic, Weiss formed glyphs behind her, smashing through each in a burst of frozen air and aura until she could dig Myrtenaster into the deck and skid to a stop, leaving a scar in her wake. She shuddered: she was well aware of the open air only inches away from her heel. One second too late and she would've been flung into the chaos below. Weiss looked up to find the team leaping to their feet and Cinder standing atop the bridge, serpents of molten glass swirling around her, but she wasn't looking at them. Weiss followed her gaze, but found only mountains. She furrowed her brow. Mountains?

She turned back to Cinder to find Amity Coliseum—and the entire White Fang air fleet, for that matter—hovering further behind her. When did they get this off-course? Weiss hadn't the time to think of any further questions, however, as prismatic light rippled out from behind her, followed by a deafening thunder that knocked her forward onto the ground. The dreadnought's main cannons had fired. But at what?

For twenty years, it had waited. The difference between slumber and wakefulness had long since faded: it was all the same. Darkness. Stillness. Numbness. But wake, it did. It awoke when the humans felt dread. When they felt fear. When they were helpless. But man never waned enough to earn its interest. It had grown close, recently. Outside its prison, humanity's siren song of panic had grown strong enough for it to stir, and tonight, it had grown to a feverish pitch. The call of its brethren had risen to join it at last—a sign that this time, it would be worth attempting to break the seal placed upon it.

"It's time to rise." It had not been the first time this voice had spoken: a sister in human form. But it was the first time it was awake enough to listen.

"You are free once more." It tasted her name on its tongue, hissed from a maw that had now opened in twenty years. Salem. That was the one who called to it. And as if the name alone held power, its prison shuddered and rocked. Cracked and faltered. Yes, it was time, indeed.

A great thunder shattered the lock to its cage. At last, Kilgharrah broke its chains, and with a single roar, cast off its prison.

Few students could even see the emerald flash through Beacon Academy, leaving a trail of ravaged Grimm and dismantled Atlesian Knights in its wake. Fewer knew that it was their headmaster, carving zones of safety, one street at a time. None knew that this show of force was only time for Ozpin to gather his true strength. A student stumbled back in a dark alley, weapons broken at the feet of a Death Stalker skittering ahead. Ozpin's cane punched through it like a speeding bullet, and he was already on the other side, cane caught and ready to deliver the final blow. Yet the Grimm was already sliced in half, wasting away.

Qrow leaned against his broadsword in front of Ozpin, panting. "Yeah, thanks for leaving me to search for you." He looked back to the student. "Get your ass to Beacon Tower: that's where we're holding the line. The path should be just fine!"

"What can I say, Qrow? I was certain in your abilities." With a wave, Ozpin sent the student off before returning his attention to Qrow. "You arrived at a good time: I need you to—"

The world shook beneath their feet. Once. Twice. Three times. Then, nothing. Not a sound, even from the Grimm. Ozpin cursed under his breath and appeared atop the closest rooftop in a burst of light, scanning the horizon. What confirmed his worst fears, however, was the siren. It started quietly, far beyond Beacon itself, then grew louder. Siren after siren began to sound, but these weren't the warnings of man. These wailing horns were the cries of Goliaths. Deep within Mountain Glenn, they shouted out. In the Forever Falls. Surrounding Vale. It wasn't a victory cry or even one for battle: it was a twisted fanfare.

An announcement.

"That's what I think it is, isn't it?" Qrow asked as he hopped up beside Ozpin.

On cue, in the distance, one of the largest mountains erupted into a pillar of smoke and debris, seen even from Vale. As the rumbling of the earth struck them once again, a larger object burst from the smoke: a single Grimm. A wyvern, its free at last, visible against the stark white of the moon. A single flap of its crimson wings, and it was already barreling down towards Beacon, growing ever larger in the distance. Kilgharrah.

"Disregard what I was saying before," Ozpin commanded. "I need you to hold him back the best you can, now!"

Qrow sighed and tapped his weapon against his shoulder. "It took the whole team and Glynda to keep him down, last time." He shifted his jaw. "Yeah, I can handle it. You got whatever you called me for?"

Ozpin nodded, and that was all Qrow needed for him to take off sprinting. Ozpin watched him go, then looked up towards the closest airship to the beast known as Kilgharrah. The AAS Endurance, where even now he could feel the magic of the two half-Maidens. He was tired, his magic was drained, and this body was growing old, but he could still fight. With a precision and range only one of his endless experience could muster, he reached out with his aura across the vast distance and felt out the presences on the airship. He could feel Team Rua and Cinder, already in combat, but deeper within the airship, there was a presence that he did not recognize.

Good. He could strike down Cinder Fall's reserves, and by then he would have regained more than enough magic to put an end to her schemes.

As the Grimm wyvern eclipsed the Moon in full, and the choir of Goliaths announcing its arrival faded, Ozpin vanished. In the next moment, he stood within corridors long emptied of defender and assailant alike. He shuddered from even that brief expenditure of magic, then beheld his foe... who wasn't what he was expecting.

Roman Torchwick, kneeling with his back to him, jolted. To Ozpin's further surprise, however, he was confident—overconfident, even—as he turned around. His grin bordered on manic, yet his gaze was collected.

"So the man in the high castle himself comes after little ol' me?" Torchwick laughed. "I'm honored! But I've gotta say, you aren't lookin' too hot, Ozzy."

Ozpin looked over Roman's tattered clothes, the twitch in his hand, the grooves and scars carved into his weapon. "I am afraid you don't look to be in good condition yourself, Roman Torchwick." He could feel a far greater power within the halls. He would make this quick. "I suggest you surrender at once: this isn't like your little gang wars in Vale. It's far beyond you."

"Ah, it's far too late for that, O Great Wizard. Don't worry about me, though." Torchwick tossed a briefcase aside, sending countless empty vials clattering to the ground, surrounded by desaturated crystals and a cloud of gray, drained Dust.

Too busy thinking on what he would do once he struck down the mere criminal, only now did Ozpin see a prismatic glow surrounding Roman. His brow rose as something else occurred to him: that power he sensed was coming from Torchwick.

"I feel like a million lien!"