Disclaimer: I don't own Naruto or RWBY.

A/N: THIS IS A DOUBLE UPDATE SO READ THIS CH (22) FIRST!

I won't apologize for the lateness of updates for those that don't read my Legend of Korra, Star Wars, or Young Justice stories, I lost a friend of the family early this month and took time off for that and was ahead on those stories to update them.

Speaking of Korra, I'll be focusing on that story on its next update to finish the show and take a slow update as little time on the computer will make doing the sequel comics which are two parts each that have 3 80-100 pages issues for them longer to do.

Beta: ANUBIS the god king.

Chapter XXII.

Last Time.

"Let's just keep this between us friends."

Outside, Pyrrha, now having returned the shield to her back, twirls the javelin to block each sword swipe of Penny's, dropping her weapon when she needs to somersault away after being hit by a slash, only to magnetically return it to her hand as Penny readies another wave of blades.

"My word! What a tremendous display by Miss Polendina!"

Fully glowering, Pyrrha rushes forward and jumps on an incoming sword, swinging down on Penny, only to have the assault halted by a collection of blades, though she leaps away from the retaliatory slice as Penny backs away as well. She tries to defend against the multitude of swords with the length of her weapon but is forced back regardless, prompting Pyrrha to roll the shield from her back onto her arm with her polarity as Nora wildly cheers.

Despite the cheers, Pyrrha isn't doing well, looking down to see her Semblance's black energy bend the weapons in her hands unnaturally for a split second. Emerald narrows her gaze further, continuing to concentrate on Pyrrha.

Inside Ruby attempts to block a kick from Mercury with her arms, but gets a face-full of boot.

"Always have to face an asshole who picks on girls."

Mercury turned to see someone walking from the shadows.

Now.

Backstage.

Naruto walked out of the shadows and up to Mercury. "Why the hell are you here?"

"Just watching the show."

"From backstage?"

Instead of answering, Mercury dashed forward for a kick having Naruto block it by bringing his arms in an X. Naruto then threw his arms up before kicking Mercury back before running over, jumped at him, feinting a kick, then punched him. Ruby tried to run, only for Mercury to get up and trip her before the three started to fight.

Outside.

Pyrrha spins wildly as she deflects and dodges each sword, until she gets close enough to Penny to deliver a few slashes with the spear, sending her flying back as Pyrrha bats aside the blades called to their wielder's aid. Penny slides to a stop and makes a new series of motions, the weapons folding up until she's circled by several laser rifles, a few of which open fire on the approaching champion.

Pyrrha avoids the blasts and fights off the remaining swords with her blade until she slides into position to charge at Penny and knock her back. Pyrrha straightens with a victorious grin that disappears into dizziness, just as she sees Penny rocketing forward, weapons firing behind her like a jetpack so she can leap into the air, then come down as an energized meteor on her opponent.

Rolling back to her feet, Pyrrha doesn't expect a sword to knock her shield off, then another to do the same for her blade. She tries to get the latter back with her magnetism but has to use the power to send a flying sword back to Penny's side. It disappears behind Penny, only for her to grin and raise her arms as several appear above her, aimed to strike.

With Emerald still squinting down on the arena, the sharp sound of Emerald's Semblance is heard as Penny's eight swords double, then triple, multiplying into an unreal thicket of blades. At the sight of this, Pyrrha unsteadily steps back, both in reality where the eight swords are ready to go forth, and in the hallucinated world, where the cloud of weapons thickens to even block the crowds around her.

Penny sends them all forward, a few in reality and hundreds strong in Pyrrha's mind, who is left with no choice but to spread her arms and send out a magnetized shockwave. Each blade is sent reeling back to Penny, who is also unintentionally affected by the Semblance attack clutching her chest in pain. Pyrrha only has a brief moment to understand what's happening before Penny's arms are spread wide as she gasps, the strings attached to her weapons curling around her left arm and midsection, which are crumpled by the force with ease.

There is a moment of silence, cut by the wire slicing through the electronics in Penny's torso as a shocked Pyrrha looked, and the entire stadium watching the now unmoving swords drop to the ground. A piece of fabric flutters to the arena floor, only to be pinned by the point of a falling blade, away from the torn halves of Penny Polendina. Pyrrha stares in abject horror, eyes wide and mouth agape.

Port straightens in shock at the revelation alongside Oobleck. "No!"

While the remains of Penny's missing arm spark with electricity from the exposed wiring inside, her big green irises, now looking like camera shutters, slowly expand so her dark, lifeless pupils take up most of her eyes with the sound of a machine shutting down.

The crowds are still terrified by the sight, as miles away in Mountain Glenn, Grimm of all kinds turn toward the Colosseum, and begin to charge. Finally, Naruto and Ruby turn a corner and emerge from the service tunnel, only to see that they're far too late. Ruby would have fallen if Naruto didn't grab her. "Penny…" She begins to cry, the tears fall as she sobs miserably

The levitating arena is lowered back into place under the spotlights, and Mercury appears behind the weeping Ruby, before stepping back into the Colosseum's maintenance area. Oobleck puts a hand up to his ear. "Broadcast, what are you doing? Kill the feed!"

"Something's wrong! We don't have control of the cameras! We can't even stop the broadcast!"

"What!? How is that possible!?" He asked in shock.

In answer, the background behind the two teachers changes to the video feed of the sight before them, tinted an ominous bright red with a black queen chess piece hovering over the scene. They turn back to the arena as Cinder's voice rings out throughout the Colosseum and the rest of the world watching these events.

"This is not a tragedy. This was not an accident. This is what happens when you hand over your trust, your safety, and your children, to men who claim to be our guardians." Several audience members look uneasy, while Jaune has his mouth agape in shock. "But are, in reality, nothing more than men. Our Academies' Headmasters wield more power than most armies, and one was audacious enough to control both."

"They cling to this power in the name of peace, and yet, what do we have here? One nation's attempt at a synthetic army, mercilessly torn apart by another's star pupil. What need would Atlas have for a soldier disguised as an innocent little girl? I don't think the Grimm can tell the difference."

Pyrrha continues to stare at the remains of Penny in dread and guilt. Her lips parted as she raises a hand to cover her mouth. Then her eyes start watering, a single tear falling. Back in the fairgrounds, a gaping Weiss Schnee and Blake Belladonna watch the hacked screen of the Shopkeep's stall. The owner and several others including Roy Stallion are gathered nearby. Blake's expression becomes a glare as the speech continues.

"And what, I ask you, is Ozpin teaching his students? First a dismemberment, now this? Huntsmen and Huntresses should carry themselves with honor and mercy, yet I have witnessed neither." The two teammates share a look. "Perhaps Ozpin felt as though defeating Atlas in the Tournament would help people forget his colossal failure to protect Vale when the Grimm invaded its streets."

"Or perhaps this was his message to the tyrannical dictator that has occupied an unsuspecting kingdom with armed forces. Honestly, I haven't the slightest clue as to who is right and who is wrong. But I know the existence of peace is fragile, and the leaders of our kingdoms conduct their business with iron gloves."

Ozpin watches the screen intently, The Long Memory at his side and Atlesian Airships hovering beyond his window. Amid the silence over the Colosseum, as they absorb the revolutionary words, no one notices Emerald exit the stadium. "As someone who hails from Mistral, I can assure you the situation there is... Equally undesirable. Our Kingdoms are on the brink of war, yet we, the citizens, are left in the dark."

Two blue Atlas Soldiers watch the message on their Scroll, not noticing the wave of Grimm coming out of the mist-shrouded treeline until they hear growling. Both turn and open fire the best they can, shooting down a few. But many more rush past them with Cinder's voice still stirring up trouble from her position with a malevolent smile.

"So I ask you: When the first shots are fired... Who do you think you can trust?"

In the Colosseum, the screens cut from red and black to complete static. "The feeds are all jammed! We can't get a message out!" Oobleck said turning to Port.

"Will somebody tell me what in the world is happening!?"

AWOOOO!

The question is answered with the sound of a wailing alarm throughout the structure, with humans and Faunus and even a Henchman holding a tub of popcorn looking up in alarm at the orange flashing screens reading "CAUTION".

"Alert. Incoming Grimm attack. Threat level: Nine. Please seek shelter in a calm and orderly manner."

The crowds begin to flee, wild and screaming, through the exit tunnels, while Ironwood enters the announcers' box and grabs the microphone from between Port and Oobleck. "Ladies and gentlemen, please. There is no need for panic."

"With that said, a Giant Nevermore appears atop the arena's domed force field, giving a series of deafening screeches as it claws and pecks at the defense with its beak."

Sun stood up at that. "A Nevermore!?"

Coco lowers her sunglasses as she followed. "How did it get past the Kingdom's defenses!?"

"It wasn't alone."

In the headmaster's office, Ozpin is gripping his cane tight, watching the city come under attack with a horrified expression.

Just then, Qrow runs in with Glynda. "Oz!"

"Get to the city!"

"But-"

"NOW!" Ozpin yelled as he turned towards them.

Qrow and Glynda exchange a look before going back the way they came.

Back at the Colosseum James is watching the Nevermore attack the shields until he answers his Scroll, stammering. "Ozpin, the girl... I-I can explain!"

"You brought your army to my Kingdom, James… Use it."

Ironwood's worry turns to determination. His fleet of ships is being attacked by even more giant Nevermores though to minimal effect. The bridge of the last ship is wrecked, computers sparking and men down as a pair of high boots walk through the destruction. Dressed in an Atlas uniform and holding both Hush and Melodic Cudgel with a feathered hat on top, Neopolitan opens the door of a familiar-looking cell with a devious grin.

"Well... it's about time…" Roman leans out into the light with a smile of his own.

With the Airships, the furthest craft suddenly turns towards its allies and fires several bright red lasers at the engine of the one closest to it.

"We're hit! What's going-"

Before he can finish speaking the flaming ship crashes into another in a series of explosions and sends both of them tumbling toward the waters below.

Boom-Boom-Boom-Boom!

Roman laughs manically at the controls as Neo watches from the side. "Woo-hoohahahaha! Oohh, it is good to be back!"

Finally, at Beacon's cliffside landing platforms, three Bullheads arrive, the middle one opening its hatch to reveal four members of the White Fang, and their leader Adam. "Bring them to their knees!"

Another Bullhead opens its door, this time with several creatures of Grimm inside. A growling Ursa jumps from it and lands on Academy grounds.

At the fairgrounds in chaos as civilians run away from the hordes of Grimm. Atlesian Knight-200s are seen firing at the dark creatures, and a vendor hides behind his booth when a group of Ursai runs past. Several Nevermores fly across the sky, one holding Roy Stallion in its talons. Blake Belladonna and Weiss Schnee are then shown watching in horror at everything going on around them. Civilians continue to flee as Grimm continues to run amok, and a dead Creep on the ground starts to dissipate.

"I don't believe this…"

Blake pulls out her Scroll. "Yang, are you okay?"

"I'm fine. Is Ruby with you? She's not answering her Scroll." Yang explained as she panted while Yang heard her running.

"No, she isn't. Yang, I'm sure she's fine. She's our leader. She can take care of herself. Plus she could be with one of our friends."

"… Right."

"This can't be happening…" Weiss said before looking over at Blake. "Penny..."

"I'm headed to the docks near the courtyard. The White Fang is releasing Grimm into the school!" Yang said over the scroll.

"The White Fang is here!?" Blake asked in surprise before she hears the sounds of Grimm growling, over the scroll and her expression grows ever more worried. "Yang!"

"Ugh! Gotta go! Be careful!"

"Blake, what are we going to do?" Weiss asked looking over as Blake sighed.

"We're going to the docks, and we're doing our job."

Blake uses her Scroll to call upon her rocket locker, which lands behind her and opens up to reveal Gambol Shroud. Weiss gives one last look at Blake before nodding in agreement.

Back at Amity Colosseum, the Nevermore screeches as it continues to weaken the force field that's keeping it from getting in. "Warning: Safety Barriers Failing." The computer voice said over the speakers.

As civilians run past in a panic, Ruby Rose has her head down, her expression a mixture of shock and sadness. As the Nevermore circles around the colosseum, Pyrrha struggles to stand as she looks in shock at the torn-apart Penny Polendina.

Jaune, who's in the stands with the remaining members of Team JNPR then yelled out. "PYRRHA! Pyrrha, that thing's going to break in! You've gotta move!"

Jaune, Ren, and Nora look up and see the force field flash as the Nevermore rises back up before diving back in. Wasting no time, the leader of Team JNPR jumps from the stands into the arena. "Jaune!"

Jaune runs towards Pyrrha at that. "Pyrrha, please snap out of it!"

Suddenly, the Nevermore completely breaks through the holographic barrier, and the force of its landing on the arena floor knocks back Jaune, Pyrrha, and the pieces of Penny. The Nevermore screeches and lunges toward Pyrrha. Suddenly, the Nevermore is knocked back by a red, twirling blur of roses, with the cause of the blur gripping one of Penny's swords and stabbing into the Nevermore, before jumping back down in front of Pyrrha.

"Ruby?"

Ruby with an angered, determined expression on her face, pointed Penny's sword toward the Nevermore. "Leave her alone!"

Naruto dropped down beside her and looked at Pyrrha. "You alright?"

The Nevermore rises and circles around the arena before lunging back down. Ruby holds Penny's sword defensively. Suddenly, the Nevermore gets pinned down by a barrage of rocket lockers and screeches out in pain before going unconscious. The lockers then open up, revealing the weapons of various students, and the visiting ones.

The respective owners then grab their weapons as Naruto put Fox Bolt on his shoulder and Sage and Shisui on his waist. The students are then suddenly shaken when the Nevermore starts to get back up. Ren then leaps up into the air and uses the blades of his weapons to slash at the Nevermore's eye. Arslan uses her rope dart to swing down and grab the towering Yatsuhashi from the ground carrying him upward.

Sage also leaps up into the air, and Nora runs up to the Nevermore's head and hit it with Magnhild in its hammer form. When Arslan reaches peak height, she lets go of Yatsuhashi, who is then joined by Sage, as the two broadsword wielders slash down and decapitate the Nevermore.

Causing its head to land near Ruby before dissipating into black particles, while the students form a perimeter. As Arslan lands back on the ground next to her teammates, Ruby looks over to the teary-eyed Pyrrha.

Pyrrha, still kneeling on the ground looked up. "Ruby, I…" She stops and holds a piece of Penny's torn cloth in her hands as her eyes continue to well up. "I'm so sorry."

"Me too. But it wasn't your fault."

"She's right."

They looked up to see Jaune walking over to Pyrrha with Miló and Akoúo̱ in his hands. "Whoever was on that microphone... They're the ones that did this. And we have to make sure they don't take anyone else."

Pyrrha stands back up and takes her weapons back from Jaune, the two of them exchanging determined expressions. They then look over to Ruby, who smiles at the impressive ensemble of students. Their moment is cut short when they notice hippogriff-like Grimm land on top of the Colosseum. They fly towards the group of students as Ren spoke. "Griffons.

"Has anybody got a plan of attack?" Neptune asked before Ruby looked over on Sun.

"Sun! I need your Scroll!"

Sun uses his tail to flick his Scroll to Ruby, who catches and uses it to summon her locker, which opens up revealing Crescent Rose inside. However, Ruby is stopped when a Griffon lands on her locker and roars at her before being scared away by the sound of a gunshot.

Port holding Blowhard in hand, with Oobleck holding Antiquity's Roast in its club form. "Students! I think it would be best for you to leave."

"Ruby: But we did a-"

"Miss Rose! This day will surely go down in Remnant's history. I'd prefer it if my students could live to tell about it." Oobleck said to her having Naruto look at her.

"Let's go."

Ruby nods words before grabbing Crescent Rose and twirling it into its scythe form. "Let's go!"

As all the students leave, Ruby gets distracted by the flash of Velvet Scarlatina's camera. She stops to look at the photograph she took but is interrupted when her leader calls out to her. "Velvet!"

With the students clear of the arena, Port and Oobleck stand back-to-back with their weapons in hand as the Griffons circle them while Port laughs enthusiastically. "One final match, Barty! Place your bets!"

Civilians continue to run and flee in panic as they reach the docking bays of the Colosseum. Atlas Soldiers are seen directing civilians to calmly step into the Air Buses. A female student is seen breaking down in tears as another person tries to comfort her. Suddenly, White Fang Bullheads are seen dropping off more Grimm at the docking bay.

Two Atlesian Knights escorting General James Ironwood effortlessly gun down an Ursa. As they proceed forward, the Knights are suddenly brutally ripped apart by a much larger, armored Beowolf variant. The Beowolf then notices Ironwood as the General starts to run towards it, gradually picking up speed as he nears the charging Beowolf.

He screams a loud battle cry as he pulls out a pistol from his coat. Ironwood ducks and slides under the Beowolf's swipe and shoots at it twice. Pivoting as he skids across the floor, and using his free hand as a break. The Beowolf lands and shakes its head then charges at Ironwood again, who fires his revolver three more times before having to duck under another swipe.

The Beowolf attempts to swipe at him again with its left claw, but Ironwood effortlessly stops it with his right hand. The General then fires at the Beowolf's feet, the explosion causing it to get airborne, and still gripping its claw, Ironwood proceeds to swing it back down to the ground with his brute strength.

Ironwood then picks up the Beowolf, aims the revolver at its skull, and shoots it, causing black blood to splatter from it. Ironwood then watches the body of the Beowolf dissipate before leaving. The students are then shown exiting the arena entrance and gathering together in front of Ironwood. "What's going on!?"

"Grimm is crawling all over the city. The White Fang's invaded Beacon, and to make matters worse, some... vagabond has seized one of my ships. Until we regain command, the skies are out of our control. So I'm..." Ironwood pauses as he notices a Creep advancing on the group from behind, and shoots it. "Going to take it back."

As Ironwood turns for his ship, he is stopped when asked a question by Jaune. "What should we do?"

Ironwood turns and faces the students. "You have two choices. Defend your Kingdom and your school... Or save yourselves." The students exchange looks with each other at that. "No one will fault you if you leave." Ironwood then proceeds to climb up on the dropship in front of him, as he addresses the crowd. "Let's move out!"

As Ironwood leaves, the students look at each other and murmur before a certain monkey Faunus speaks up. "I mean... come on!"

"We can take a ship to Beacon!" Jaune said as they ran to a ship.

While the students head to the nearest airship, Roman Torchwick is seen giddily fidgeting around with the controls of the Atlesian Airship. "Hmm... Let's see, What Does... This button do?" After the button is pressed, a noise is heard. "Oh, fun! How about... This one?" As he pressed another button, the airship suddenly empties its cargo of Atlesian Knights, all on standby, as they fall to the ground with a massive thud. "Hm. Alright, nothing."

Neopolitan, still wearing her Atlesian military disguise, hands Roman a Scroll with the Black Queen virus, as he inserts it in the console. "Oh-ho-ho! Now this one, this one's gonna be fun!"

As a squadron of Knights shoots down Grimm, they suddenly stop as their visors and LEDs turn a dark crimson, and turn around, pointing their guns at Glynda Goodwitch and Qrow Branwen as they continue to fight the Grimm, the realization shocking them as they see the Knights now turned against two of their now former allies. "What!?"

On the courtyards of Beacon, Weiss, and Blake are nearly caught off-guard by the local Knights also succumbing to the virus and turning towards them, fortunately, Blake reacts quickly. "Look out!"

Blake manages to push Weiss aside to dodge incoming fire, but the Knights surround them, forcing the Schnee and the Faunus to draw their weapons.

Meanwhile, the oblivious general, still en route to the Airship, gets a nasty surprise when the Knights on his dropship suddenly activate and turn on him. "No!"

As Ironwood reaches out, the dropship suddenly loses altitude, plummeting from the ground as two flashes can be seen from the cockpit. The students watch in horror as they see drop ships fall from the sky. Ruby decides to run to the bay doors of their Air Bus. "Ruby! What are you doing!?"

Ruby then jumps off the Air Bus as it barely takes off, using her Semblance of speed to safely land on the runway after free falling in the sky. As she runs to the stadium, she finds it nearly empty and full of brown dirt, where she sees a locker. She punches in the code, latches on with Crescent Rose, and immediately takes to the skies, landing on top of Roman's stolen airship with a thud.

"Ugh... go see what that is." Roman groans as Neo simply nods at Roman's command and leaves the control room."

Back at Beacon, the hacked Knights continue to fire, but they are cut up by a flurry of slashes. Weiss is seen taking down a sizeable group of knights using a combination of Myrtenaster's strikes as well as her using her Glyph Semblance, while Blake fights off a group of White Fang soldiers, before using her Semblance to dodge a dual sword-wielding soldier, more White Fang grunts charge at her, but they are all suddenly knocked back by Weiss.

Afterward, Weiss and Blake stand back-to-back but notice a group of human Atlas Soldiers fighting off an Atlesian Paladin, which has also been affected by the virus and turned rogue. The Paladin easily bats aside several of the soldiers. "Come on!"

Before Weiss and Blake could assist the soldiers, they notice a Bullhead about to crash land. An armored Beowolf is seen jumping out of it before it could crash with the aircraft. The view shifts to look down from above, and more soldiers can be seen continuing to fight the Paladin. The Beowolf lands on the ground and starts to chase after fleeing civilians. Weiss and Blake exchange one last look with each other before parting ways. "Be safe."

Sharing a nod the two split up, Blake is seen running just outside the dining hall. However, she stops when the Beowolf from earlier latches onto the side of the building above her. Her attention is then drawn away from the Beowolf when she hears a wounded scream inside the burning interior of the dining hall. She turns fist clenched then looks in horror when she sees a familiar figure throwing an Atlas soldier.

"No... Adam?"

"Hello, my darling."

All across the Academy, various students battle the many Creatures of Grimm: Jaune is charging at an Ursa then delivers a slash that knocks it back, while Neon rollerblades away from a Boarbatusk. Coco opens fire on a Griffon as it lands, while Arslan is seen fighting an Ursa Major before it runs off to attack Nora, who fires at it with her grenade launcher. Ren is firing his guns at a retreating Beowolf before it drops dead.

Cinder Fall, Emerald Sustrai, and Mercury Black standing on the rooftop, the latter filming the chaos with his Scroll.

"Beautiful." Cinder smiles as Emerald looked down.

"It's almost sad." It's horrendous. Focus on the Atlesian Knights.

"Oh, I'm getting all of it."

"Good. Continue the broadcast until the end." Cinder said before a tremor rocks the three of them. "And do not miss what happens next."

Cinder walks off as Mercury continues filming with an evil grin on his face, while Emerald's expression only grows more worrisome.

Inside his office, Ozpin watches the battle on three video feeds, one showing some buildings, the middle showing a group of Atlas soldiers struggling against a Deathstalker on Beacon's main avenue, and the last showing civilians stuck on a rooftop waving for help, while an Ursa slowly crawls up the side of the building.

Ozpin then starts to walk away from his desk, grabbing his cane in the process, before proceeding to the elevator. However, he is stopped in his tracks when a sudden tremor shakes the ground.

Back in the city, Glynda and Qrow continue fighting, before they too are shaken by another tremor. Qrow stabs his sword into the ground to keep himself standing. "No…"

Another tremor shakes Jaune as he battles an Ursa Major, with Sage and Scarlet piggyback riding on it with worried expressions on their faces.

Elsewhere, a mountain starts to violently shake and crumble, as various body parts of a monstrous-looking Grimm are revealed, before the mountain completely breaks apart, releasing a titanic Wyvern. The Wyvern roars and flies over the abandoned Mountain Glenn, heading towards Beacon. As it flies, it exudes a black, tar-like substance that drops to the ground in the city of Vale and spawns various Grimm.

Ozpin approaches the window of his office, noticing the Wyvern getting closer. The massive Grimm excretes more of the black substance, which drops to the ground and spawns more Grimm near the base of the CCT. As the Grimm charge forward, the camera pans across the members of Team SSSN and Team JNPR in a lineup as they prepare to battle the incoming enemies, with Jaune and Pyrrha exchanging a smile with each other as she adopts a pose similar to his.

Before they can go forward, Pyrrha notices Ozpin standing by the entrance of the tower, while Team SSSN runs off to continue fighting. Pyrrha then walks towards her headmaster without saying a word to her teammates, much to their confusion. "Where's she going?" Nora asked as Jaune looked at her.

"I'll go find out. You two stay here and keep fighting."

The Wyvern flies past the hijacked Atlesian Airship, and as Ruby Rose looks on, with the surrounding Griffons roaming the skies. A Griffon lands on the airship, but Ruby easily cuts it down with Crescent Rose, causing it to disintegrate into black particles. But suddenly, she hears a snap, turning to see Neopolitan, now changing into her standard attire with a wave of light washing over her from bottom to top, as she winks after taking a picture of Ruby.

Having realized his old foe is interfering yet again, the wanted criminal quickly picks up Melodic Cudgel and walks up to the top of the airship.

Right outside of Beacon's dining hall, Blake backs away from the shattered window, staring in horror at her old partner. "Running away again? Is that what you've become, my love? A coward?"

Blake just glared at him. "Why are you doing this?"

"You and I were going to change the world, remember? We were destined to light the fires of revolution!" He stops to stomp on a downed Atlas student's chest. Consider this... The spark."

As a horrified Blake watches Adam draws Wilt, preparing to stab the student. Blake charges into the dining hall, drawing her sword in a flash. Her blade clashes with his as she pushes him away from the student, and they stand with their blades locked. "I'm... Not... Running."

"You... Will." He kicks her away, knocking her onto the floor. A nearby Creep runs toward her, only to be shot by Adam. "But not before you suffer for your betrayal, my love."

Back outside the Beacon grounds, Velvet groans as she struggles to get up. Naruto helps her before turning to grab Coco as she was knocked away from a Paladin. Neon Katt and Reese Chloris dodge and weave between groups of students fighting against Grimm plus the infected Atlesian Knights and Paladins.

Naruto hit one Grimm with his two knives before pulling the trigger on both and pulled his knives back. He crouched as Shiki rolled on his back and shot up to throw his teammate in the air before he came down with a kick on a Beowolf and had a gunshot ring out as Shiki shot it in the head. Natsu laughed as he ran around attacking Haru followed by strikes from his sword.

The rest of Team ABRN surrounds a Griffon attacking it with bullets and fireballs, as Bolin knocks a Knight aside. Reese spins her board and slices through another as she passes by it. Nearby Sun and Neptune try to hold back a Paladin, while Nora and Ren decimate another group of Knights. Yatsuhashi is fighting another Griffon while Fox dashes over from a pile of robot parts.

Two Creeps rush at Flynt Coal who uses his trumpet to send the first one flying. Neon and Reese use their weapons to freeze a second Paladin's legs in place. Weiss then arrives on the battlefield, and charges in but gets swatted aside by its arm.

"Weiss!"

Naruto dashed over and grabbed her as Haru and Yatsuhashi tries to hold back a Paladin's fist with their swords, but gets overpowered and knocked back. The Paladin then turns and starts approaching a distracted Ren.

"Look out!" Nora yelled before she pushes Ren out of the way of the Paladin's incoming strike, taking the hit instead.

The others fired at the Paladin, only for nothing to phase it. "Uh, this is bad."

"Well, I guess now's a better time than any. Velvet!" Coco looked over at her teammate and smiled.

"Really?"

"Just make them count."

Velvet nods and she walks up to the Paladins. "What are you doing!? She's going to get hurt!" Weiss yelled out as she and Naruto ran up.

"Just watch."

Velvet holds her hand out as Anesidora glows, forming a blue transparent scythe. Grabbing the copy of Crescent Rose Velvet leaps into the air, dodging cannon fire as she imitates Ruby's overhead spin, she descends slashing at the Paladin. She then replicates Myrtenaster to deflect the Paladin's punch and land a few blows before pushing it back with an Ember Celica imitation.

Once she lands a few shots, she slides under the Paladin's fist, similar to Blake as she uses a Gambol Shroud copy and uses its string to trip over the mech, before moving to the second Paladin by lopping off its hand and jabbing it in the head with the cleaver.

Before it can react, it is immediately peppered with holographic bullets, thanks to a copy of Gianduja. As it moves forward, Velvet switches to using Ruyi Bang and Jingu Bang to counter a blow, as she lands another few hits while landing a downward blow from above with a copy of Magnhild, severing a limb. As the first Paladin attempts to recover, Velvet immediately copies Floating Array, as she leaps off the second Paladin and slices apart its legs before blasting it at full power.

However, the first Paladin sucker punches Velvet. "Aah!" Naruto caught her as she was sent skidding from the blow.

Coco unloads her weapon on the Paladin to no avail, Neptune, Nadir, and Reese rush to her side and add their firepower. But the barrage has little effect and the Paladin continues to loom over Velvet. Furious, Weiss immediately rushes in past the others, as she instinctively uses a summoning glyph, confusing her.

When she gets in between Velvet and the Paladin about to bring its fist down, she raises Myrtenaster defensively then closes her eyes and grits her teeth. A thud is heard as she looks up and discovers she summoned the arm and sword of the Arma Gigas she fought before, which blocks the Paladin's fist and bisects the machine in half. She takes a brief look at her summoning before being surprised by a camera flash, which was taken by a smiling Velvet.

But before they can take a breath, another advanced Paladin rushes in from the corner and begins to charge at them. "You have got to be kidding me!"

Back at the airship, the battle commences as Ruby performs a low swing, with Neo somersaulting over it, and ducking the next swing, before performing another backflip to dodge the third. Ruby then twirls Crescent Rose before attempting another low sweep, only for Neo to back-flip away from her consecutive twirls.

Once Ruby finishes spinning her weapon, she lodges Crescent Rose on the hull and fires a shot, only for Neo to shatter in an illusion, revealing Roman as he fires a shot back with Melodic Cudgel, sending Ruby flying several feet, before she lodges Crescent Rose to safely grip herself from the surrounding gales, while Roman walks up to her. "Little Red, Little Red, you are just determined to be the hero of Vale, aren'tcha?"

"What are you doing!? Without these ships, the Grimm will destroy everything!"

Roman grinned at that and points his cane at her. "That's the plan!"

Ruby then swats aside Melodic Cudgel just as he attempts to fire it at her, causing him to move a few feet off-balance, before Neo returns and leaps over her, kicking Ruby's left cheek, and using the momentum to flip her over and sending Ruby tumbling on her back. Neo then follows up with a roundhouse to the face, and a rear horse kick to nearly send her careening off the hull of the airship. "But why!? What do you get out of it!?"

"You're asking the wrong questions, Red! It's not what I have to gain, it's that I can't afford to lose!" Roman turned at that to answer.

As Ruby charges, Neo vaults over Roman for a powerful kick. She then leaps up, grabs Crescent Rose, and slides under, flipping Ruby once more with the hook of her parasol. As Ruby spins midair, the pint-sized powerhouse finishes with a roundhouse to the abdomen, as Roman slams the barrel of Melodic Cudgel to the ground and fires, causing the cane to ricochet and hit Ruby, before catching it and firing the weapon once more over his shoulder.

The blast is enough to send Ruby holding on for dear life, with the embedded blade of Crescent Rose the only thing preventing her from falling. "I may be a gambling man, but even I know that there are some bets you just don't take." Neo then extends Hush's hidden blade and drags it on the surface, as she holds Ruby at sword-point. "Like it or not, the people that hired me are going to change the world! You can't stop 'em, I can't stop 'em!"

As Roman continues, Ruby kicks away a Nevermore and notices the button on Hush. You know the old saying, 'If you can't beat 'em-'!" Suddenly, Ruby reaches for the parasol, causing it to open and send Neo flying off the airship, leaving her with a frightened gasp as she is pulled off. "NEO!"

Ruby got up at that to glare. "I don't care what you say! We will stop them and I will stop you! BET ON THAT!"

As Ruby charges at top speed with the use of her Semblance, Roman grips Melodic Cudgel with both hands, the left hand holding the shaft, as he quickly catches the projectile with the hook end and hurls it at Ruby, knocking her away, before smacking her with the business end of the cane, ramming the weapon in her stomach, and firing another shot, sending her on her back once more.

"You got spirit, Red. But this is the real world!" Roman then whacks Ruby with the butt of his cane, sending her back a few feet. "The real world is cold!" Roman lands another coshing, this time on Ruby's legs. "The real world doesn't care about spirit!" Ruby then kicks him in the knee, causing him to lose balance as he prepares a downward strike. "You wanna be a hero!? Then play the part and die like every other Huntsman in history!"

He then proceeds to smack Ruby with the butt end of the cane. "As for me, I'll do what I do best: lie, steal, cheat, and SURVIVE!"

Just as Roman prepares a final, overhead swing, an Alpha Griffon suddenly appears from the sky and swallows him whole.

"(ROAR!)"

The roar sends Ruby back a few feet, before the two charge at each other. Ruby prevails when she kicks the beast in the head, sending it through the hull and causing it to crash. And then, she grabs Crescent Rose, leaps off the falling airship, and propels herself in the air, shooting at the ground as if her weapon was a pogo-stick, before landing safely on the rooftops of Vale.

To Be Continued.

A/N: Thanks for reading and let me know of any mistakes.

THIS IS A DOUBLE UPDATE READ THIS CH (22) FIRST!

I won't apologize for the lateness of updates for those that don't read my Legend of Korra, Star Wars, or Young Justice stories, I lost a friend of the family early this month and took time off for that and was ahead on those stories to update them.

Speaking of Korra, I'll be focusing on that story on its next update to finish the show and take a slow update as little time on the computer will make doing the sequel comics which are two parts each that have 3 80-100 pages issues for them longer to do.

We decided on finishing the Volume and I decided to split it into 2 6,000 chapters to keep the smaller chapters for this story.

ALSO SINCE VOLUME 4-EP 6-8 of Volume 5 will be canon it'll be skipped for a couple of OC chapters of Naruto taking Pyrrha to Haven... ANYTHING FOR THEM TO DO OR MEET FOR THOSE THAT SENT OC TEAMS feel free to send.

Next to be updated will be Naruto on Board this Thursday (June 1st) for the 10-YEAR ANNIVERSARY!

Nothing else to say.

Talk To You Later,

Lone Wolf Out.🐺