Cover art by CHE3ZY

Yeah, yeah, I know. It's been a minute. I was pretty much on vacation or sick for most of August and September. I also had to go down and help take care of my dad and help him out with his medical issues. I have been slowly chipping away at this one. In all honesty, fight scenes are what take me the longest to write haha. I hope you enjoy this chapter, despite it being one of the shorter ones. Please be sure to leave a review and let me know what you think. I can't get better without feedback haha.

Kingdom of Vale:

From the city of Vale to Beacon Academy and to Amity Colosseum, all stood in awe at what they witnessed. The flash was as bright as the sun, and the deafening boom that came shortly after left windows shattered. Students, Huntsmen, soldiers, White Fang members, and even Grimm couldn't help but stop and notice. The danger of the Wyvern had been contained, leaving the countless spectators across the Vale metropolitan area to scratch their heads in bewilderment as to what had just happened.

Some of the students couldn't help but be terrified, fearful of a new attack on the Kingdom. Professors, Huntsmen, and soldiers were even more on guard, while members of the White Fang looked confused due to not having been briefed on such an explosion. The Grimm, however, were in a state of rage, sensing the loss of their ancient brethren.

At Beacon, Adam Taurus had been engaged in combat with Blake Belladonna, and their fight had to take a momentary pause once they saw the blinding light and heard the deafening explosion moments later. The two former lovers were completely confused, but it didn't last long as they continued their fight.

Yang had to stop in her tracks and shield her eyes as she was rushing to help fight against the attackers. The blonde firecracker was the most out-of-the-loop member of team RWBY due to her isolation in her room. Things had escalated, and they escalated fast. One second she was following the tournament rooting for Pyrrha and Penny, and the next Beacon and Vale were under attack by Grimm, rogue robots, and the White Fang.

Weiss and the other students had been fighting for their lives against the Paladins. Though they looked nearly identical to the one she and her team had defeated a while ago, they were stronger, faster, and deadlier by a huge margin. The explosion had taken the students off guard, sending some of them into screaming panics, but the Paladins were even worse off. Not because they expressed emotional shock, but rather because the explosion had blinded their thermal imaging sensors. Weiss was the first to notice and rallied Ren, Nora, Flynt, and Neon to attack while they had an opportunity to strike.

Team CRDL had just finished eliminating a few Nevermores that were terrorizing the Academy grounds when the night momentarily turned to daylight. The four boys had to cover their ears once they heard the deafening noise, Russel outwardly complained about his ears ringing.

Ruby was in the middle of the fight of her life. Dealing with Roman by herself was challenging enough, but facing off against Neo as well proved to be more than what she could handle at once. The attacks from the duo came in perfect synch, keeping Ruby on defense the entire time. The two wasted no time in their attacks and didn't give Ruby time to even breathe. The only relief Ruby found was in the sudden flash of light that she could only describe as a miniature sun followed by a deafening boom that came shortly after. All three of them had been caught off guard by what had just happened. Ruby took note of their surprise, deducing that whatever happened wasn't their doing. In any case, it didn't matter right now. Ruby needed to find a way to win and fast.

Through all of this, only one man knew what it was, and General Ironwood couldn't help but let a small smirk appear. Theodore and Qrow took notice of James' lack of shock and the smirk on his face.

"Something you're not telling us, Jimmy?" Asked Qrow with a raised eyebrow. Qrow's comment earned the attention of Glynda.

James took a strategic pause, taking care to formulate his words carefully.

"Let's just say the Wyvern won't be threatening Vale anytime soon, or ever."

Theodore, Qrow, and Glynda looked surprised. The three would be lying if they said they didn't secretly fear the Wyvern awakening during all this negativity. The fact that it never showed up was a bit confusing until James' explanation.

Glynda moved to ask what he meant by that, but James beat her to it.

"As for exactly how that was done, I'm afraid now is not the time to explain. We have bigger problems to deal with," said James as he casually put a bullet between the eyes of a White Fang straggler without aiming.

The three couldn't argue with the Tin Man there. Despite their many questions and their disapproval of James' apparent secrecy, they had to admit he had a point. Whatever he did to take out a monstrous threat such as the Wyvern wasn't important now, and what's more countless lives had just been saved.

This time it was Theodore who led the charge as he rushed in the direction of a group of unprepared White Fang soldiers.

Beacon Academy:

Cinder stood in Ozpin's office with a triumphant smirk on her face as she observed the view of the chaos before her. It was beautiful. Beacon was in flames and Vale wasn't much better off. Seeing this was a true treat for her recent victory. She'd tracked Ozpin and Nikos to where Amber was being kept on life support and with expert timing, Cinder managed to claim what was rightfully hers.

It hadn't been an easy fight, but the Fall Maiden managed to kill Ozpin. Salem would be pleased with young Cinder's work. Everything had gone to plan for the most part. Cinder didn't know what had happened to the Wyvern. Emerald had informed her of a powerful explosion that came in the direction of where the Wyvern lay dormant. The Wyvern laying waste to Vale was supposed to be the icing on this cake of victory. The Fall Maiden frowned. She would need to investigate just what had happened. She had her suspicions that Ironwood was behind it, but she couldn't prove anything. In any case, she would get to that later. For now, she had a job to see through to the end.

"Pyrrha we have to go!"

Jaune's voice fell on deaf ears as the Invincible Girl stood still and stared at her reflection in a puddle on the ground before her. The red-haired champion of Mistral had a look of utter disgust on her face. Penny was dead because of her and now Cinder had stolen the other half of the Fall Maiden's powers because she took too long to make the choice. This was all her fault. Had she assumed the mantle of the Fall Maiden from the very beginning then none of this would have happened. She had to make things right. She couldn't leave.

"No," said Pyrrha firmly, "you go on without me, I need to go back and finish this."

Pyrrha moved to run back to the tower but was stopped by a firm hand on her shoulder. Jaune spun her around so that she was facing him.

"Pyrrha! What are you doing? You can't go back there; she'll kill you!"

Pyrrha glared at him.

"Let go of me Jaune! I have to do something! I can't leave it like this; this was all my fault."

Jaune could see it in her eyes. Those eyes of hers once held joy and life, but now they were void of anything. Gone was the happy, shy Pyrrha he once knew. In her place stood a woman hell-bent on fighting to the bitter end.

It was dangerous. Not just the whole situation they were in, but Pyrrha's headspace was especially dangerous. Jaune thought back to what Jai taught him.

Don't rush into battle with anger or any other emotion. It will only cloud your judgment.

He didn't understand what Jai meant back then, but right now it was clear as day. Pyrrha was going to get herself killed and he had to stop her before she did something stupid.

"Pyrrha please listen to me! You're not thinking clearly. You're full of rage and despair and you're letting it cloud your judgement. You're in no condition to fight someone like Cinder right now!"

Pyrrha's eyes softened a bit at his words, but they still held resolve. As much as she hated to admit it to herself in that moment, Jaune's words held some truth. She wasn't exactly thinking rationally at the moment, but it didn't matter. How could she walk away from this? It was her destiny. She had to at least try. The tower could not be allowed to fall.

"I'm sorry Jaune," she said softly as tears began to form in her eyes, "but I can't walk away from this. I have a duty as a Huntress to at least try. You heard what Professor Ozpin said: the tower can't be allowed to fall."

Jaune's grip on Pyrrha's shoulders loosened slightly at her words. She did have a point there.

"Then let me go with you," he said, "you don't have to do this alone."

The tears from Pyrrha's face began to flow freely this time. She couldn't help but sense her time had come. There was so much she wanted to accomplish in life, but it looked as though destiny had other plans for her.

A part of Pyrrha wanted to pull the blonde boy into a deep kiss, but she still felt conflicted about her feelings towards him. Instead, she grabbed hold of Jaune and pulled him close into a warm embrace. Jaune was a bit caught off guard, but he quickly reciprocated the embrace.

"Thank you for everything Jaune," she whispered, "tell Jai I'm sorry."

Jaune's eyes widened, the boy was completely unprepared for Pyrrha to throw him into a weapons locker and bolt the door shut. Jaune banged against the door wildly like an animal, desperate to get out, desperate to stop her.

"PYRRHA DON'T DO THIS! PLEASE!"

Pyrrha couldn't meet his gaze through the locker's opening as she typed in a few commands.

"I'm sorry Jaune," she said.

"PYRRHA! NO!"

The locker's rockets sent it flying into the sky and away from Pyrrha. The Invincible Girl had made her choice. She looked back up at the tower, took a deep breath, and ran forward towards her destiny.

Outskirts of Vale:

A small rabbit scurried out of its burrow in search of food. The rabbit's eyes darted back and forth, searching for any predators. The coast was clear. The rabbit hopped forward twice but stopped in its tracks as its ears perked up. Without warning it ran back into its burrow just in time to avoid getting trampled by three pairs of fast-moving legs. This time, the rabbit didn't dare come back out.

The boys had long thrown their mandated restrictions out the window. If the general had activated the SOS, then this was truly a dire situation. The city was beginning to come into view, and it looked like Vale was an active war zone judging by the sounds of gunfire and explosions as well as the distant glow of raging fires.

The city had been roughly ten miles away from where they had destroyed the Wyvern and currently, they had cleared over seven miles in the span of five minutes. Along the way, they encountered Grimm of all kinds but the boys either avoided them or plowed straight through them without slowing down. They didn't have time to waste and right now every second counted. They didn't know the statuses of Penny, Ruby, Weiss, or Pyrrha. It appeared that the downed comm network extended to the personal health surveillance equipment as well. Rahm had made various efforts to fix the connection, but his efforts proved futile. There was nothing they could do other than get to Vale as soon as possible and personally make sure that they were all okay.

Without speaking, the three Guardians began to collectively pick up the pace, pushing their physical limits as well as the limits of their aura to the maximum extent. Normally, they would rely on their natural physical speed to get them to a location and refrain from tapping into their auras until engaged in actual combat. They expected there to be a fight waiting for them in Vale and while their aura would be a greatly needed asset there, they blatantly chose to tap into their aura reserves to increase their speed. Their auras wouldn't do them any good if they arrived at the fight too late.

The boys appeared calm and collected on the outside, but internally there was a distant feeling clawing at them. It wasn't fear, more specifically it wasn't fear in the traditional sense, the fear of death. They didn't fear for their lives. They'd just put an ancient, powerful Grimm down without their hearts skipping a single beat. This was something different. It was the fear of failure. The fear of arriving too late. The last time they were too late, some innocent children paid the price. They couldn't let something like that happen again.

Beacon Academy:

Amidst the chaos of the battlefield, the Atlesian Paladins pressed forward relentlessly. Their metallic armor gleamed ominously as they advanced, each footfall echoing with the weight of impending doom.

Weiss' deflective glyph shattered, sending the heiress tumbling back. The middle Schnee child was gasping for air. These Paladins were leagues above the one she and her teammates fought weeks ago. She remembered what Winter had told her during their talk. These Paladins must have been the upgraded ones. The students were barely able to defeat one of these, but now they were fighting eight of them.

Velvet, Coco, Fox, and Yatsuhashi put up a valiant fight, but the Paladins were proving to be more formidable than they had ever imagined. Velvet had copied the weapons and skills of her fellow students and unleashed the full might of her weapon and semblance. It was an impressive arsenal, but even with her newfound abilities, she found herself becoming overwhelmed. The Paladins were relentless, and their beefed-up armor made them nearly impervious to the students' attacks.

Weiss formed a protective barrier to shield her fellow students before she shouted.

"We need to fall back! This is getting out of hand!"

Nora's hammer was swinging left and right with thunderous force. The hyperactive redhead nodded in agreement.

"Yeah, and I'm running low on grenades!"

Ren, his dual pistols blazing with precision shots, also nodded.

"We have to regroup and come up with a plan!"

As the students attempted to retreat, they were met with a wall of Paladins, their massive mechanical fists ready to strike. Velvet, feeling the weight of despair, knew they were trapped. Sun and Neptune fought alongside team CFVY. Sun, using his nun chucks, and Neptune, armed with his trident, had joined team CFVY to strengthen their defense. But the Paladins proved too formidable.

The Paladins attacked relentlessly, and the students were on the defensive. They couldn't find an opening to attack, and even if they did find one, these upgraded Paladins were just too strong. The students were low on aura reserves now and the fatigue was beginning to set in.

Neptune rolled out of harm's way as the area where he once stood was obliterated by a missile. Neptune had his trident forward at the ready as he leaped into the air and struck the Paladin in its eye socket full force, stunning the war machine momentarily. The machine quickly recovered, though. A powerful strike from the Paladin's mechanical fist sent him hurtling through the air, his aura shattered. As if in slow motion, the students watched as Neptune landed on the concrete, his head impacting the concrete with a sickening crunch sound that hit everyone's ears.

Sun's eyes went wide.

"NEPTUNE!"

Sun's focus shifted entirely to his teammate, who lay motionless on the ground. Sun paid no mind to the Paladins as he ran to his teammate and partner. Sun, witnessing his teammate's fall, fought even harder as he made his way to his downed teammate. His nun chucks whirred as he unleashed a barrage of attacks on the Paladins, making a necessary opening to get to Neptune.

Team CFVY backed him up as he made his way forward, but it was clear that they were running on fumes. Yatsuhashi's attacks were getting slower, Coco had long since run out of ammunition and was resorting to aura-enhanced strikes, and Fox and Velvet were both panting, struggling to stay alive. Sun managed to sneak past a pair of Paladins but team CFVY was cut off and stopped in their tracks from staying close to their comrade.

The monkey faunus finally reached Neptune, and to his horror, Neptune was bleeding steadily from his head. Sun quickly checked for a pulse and to his relief, there was one, but it was very weak. Neptune needed medical attention immediately or he would die.

"He needs a medic!" Yelled Sun out to anyone who could hear him.

Sun didn't have time to protect himself as a Paladin's energy blast struck him, sending him crashing into a wall. His aura shattered, leaving the monkey faunus vulnerable.

The battlefield had devolved into a nightmarish scene of chaos and destruction. Weiss, Nora, and Ren were on the verge of being overwhelmed, their weapons clashing with the Paladins' armored fists. Neon and Flynt weren't faring much better. The once energetic cat faunus was now leaning on Flynt for support as he desperately tried to ward off one of the advancing Paladins with his trumpet. Dust-infused attacks and semblances lit up the night sky, creating a dazzling display of colors amidst the devastation.

Team CFVY was on its last legs. Yatsuhashi and Coco were the only two putting up a significant fight anymore. Fox was about to collapse from exhaustion and Velvet was on her knees tenderly holding her broken arm. Velvet could also tell her ankle was broken and she was effectively finished in this fight. The rabbit faunus' eyes were beginning to swell up with tears. She didn't picture this would be the way she died in all honesty. To say that the thought of death never crossed her mind would have been a lie. She knew that this profession carried extreme risk, but still. She would have thought it far more likely that she would have met her end at the hands of Grimm rather than stray Atlesian war machines.

The Paladins closed in on team CFVY's position. Their weapons were locked onto the second-year team, ready to finish them off. Coco and Yatsuhashi looked defiant, Fox was indifferent, and Velvet looked resigned. She was in a lot of pain and she had accepted this was where she would die, but at least she knew that she gave it her all.

"Come and get some!" Yelled Coco.

Suddenly, a resounding crash shook the battlefield. Massive rocks and debris fell from above as a deafening roar filled the air. The ground trembled beneath their feet.

"What's happening?" Velvet muttered, her grip on her arm faltering. And then, as if sent by some divine intervention, Cardin Winchester team CRDL emerged from the smoke and debris. Cardin, armed with his mace, stood at the forefront of his team.

"No one messes with my school," he declared with a fierce determination in his eyes. Velvet and her teammates watched in awe as team CRDL engaged the Paladins with unyielding determination. Cardin swung his mace with all his strength, denting the Paladins' armor. His teammates, Dove, Russel, and Sky, fought beside him, displaying impressive fighting skills and teamwork. The four were fresh when compared to the other students. Their higher energy reserves gave them a bit of an offensive advantage at that moment, but it was clear that the advantage wouldn't last forever. It would only be a matter of time before they too were overwhelmed. The other students simply stood and watched in surprise, earning the annoyed looks of team CRDL.

"What are you all doing?!" Yelled Dove.

"Get out of here!" Yelled Russel.

"Now!" Yelled Sky.

Weiss seized the opportunity and called out to her fellow students.

"Let's go! They're giving us a chance to escape!"

Nora nodded, her hammer still crackling with electrical energy.

"Right, let's get out of here!"

Nora and Weiss took it upon themselves to cover the retreat of the battered students. Sun took the opportunity to grab Neptune and limp off with Yatsuhashi's help. Flynt had to carry Neon as she was unable to walk on her own. Ren helped Fox get to his feet, and Coco helped Velvet up.

"We'll be right behind you guys!" Yelled Cardin.

Velvet's eyes met Cardin's and for a moment it was as if time stood still. She could see an underlying understanding in Cardin's eyes.

He was lying.

She and he knew team CRDL would die here. Cardin gave her a respectful nod before he went back to fighting the Paladins alongside his team.

With CRDL holding off the Paladins, the other students managed to retreat from the battlefield, leaving the four to face the overwhelming force of the Paladins. As they retreated, the sound of battle continued to echo behind them. The defiant roars of CRDL mixed with the clashing of metal, a symphony of bravery in the face of insurmountable odds. Tears welled in Velvet's eyes as she looked back one last time, witnessing the heroic sacrifice of Cardin and his team. Their valiant efforts held the Paladins at bay, giving her and her friends the chance to escape and fight another day. In the distance, the explosion of a Paladin's hellfire missile battery sent shockwaves through the battlefield, illuminating the night sky with a brilliant blaze of fire. Velvet knew that Cardin and his team had given everything to protect their home and their friends. And as they disappeared into the night, Velvet vowed that their sacrifice would not be in vain. She would return, stronger and more determined, to honor the memory of those who had laid down their lives for the sake of Beacon Academy and all of Remnant.

The air crackled with tension as Pyrrha Nikos and Cinder Fall faced off in what was once Professor Ozpin's office. It was a confrontation that had been building for some time, a clash of destinies that would determine the fate of the world. Pyrrha knew that she was outmatched, and that Cinder was terrifyingly powerful, but she had received crucial training from Jai, and she wasn't going down without a fight. Cinder, with her malicious grin and flames dancing in her eyes, took a step forward, sending a wave of searing heat in Pyrrha's direction. Pyrrha rolled to the side, narrowly avoiding the flames that scorched the ground where she had stood moments before.

"Don't you think you're out of your league here, Invincible Girl?"

Pyrrha glared at the Fall Maiden with absolute hate. Pyrrha had learned from Jai that to defeat a superior opponent, you had to outsmart them. Her shield manifested on her forearm as she readied her sword.

"No."

Cinder sent a barrage of super-heated glass in Pyrrha's direction, and the Invincible Girl used her shield to deflect the fiery projectiles. Each deflection took precision and perfect timing, but Pyrrha was determined to hold her ground. Cinder's dress billowed like liquid fire as she descended upon Pyrrha, launching a series of rapid kicks and punches. Pyrrha blocked, parried, and countered, her years of training allowing her to keep up with Cinder's relentless assault. But she knew she couldn't keep this up forever. With a quick spin, Pyrrha lashed out with her shield, sending Cinder stumbling back. It was a brief respite, and Pyrrha used the opportunity to put some distance between them. She needed a plan, and she needed it fast. Cinder wasn't about to let her catch a breather. She launched herself at Pyrrha once more, a blazing fist aimed at her opponent's face. Pyrrha ducked and weaved, narrowly avoiding the attack. She couldn't help but marvel at Cinder's incredible power. Her semblance, amplified by the Maiden powers, allowed her to manipulate heat with ease, and she wielded it like a master. As they continued to clash, Pyrrha noticed that the flames surrounding Cinder flickered and danced in response to her emotions. It was a weakness she could exploit. If she could get Cinder angry or frustrated, maybe she could throw her off balance.

With a feint, Pyrrha drew Cinder into a wild flurry of blows. She managed to graze Cinder's cheek with a punch, leaving a small cut. Cinder's eyes blazed with rage, and her attacks became more aggressive, less controlled. Pyrrha kept pushing, taunting Cinder with words designed to anger her further.

"Is this all you've got, Cinder? I expected more from the Fall Maiden."

Cinder's response was a searing blast of fire that engulfed Pyrrha's vision. Pyrrha cried out in pain as the flames licked at her skin, but she refused to give in. She activated her semblance, manipulating the metal of her armor to absorb and redirect the heat away from her body. The tactic seemed to work. Cinder's attacks became more erratic, and Pyrrha used every opportunity to wear her down. She launched her shield at Cinder's feet, sending her stumbling backward, and then followed up with a series of precise strikes that forced Cinder to retreat. But Cinder was not to be underestimated.

With a furious roar, she summoned a massive fireball and hurled it at Pyrrha. The explosion sent Pyrrha flying backward, and she crashed into a pillar with bone-rattling force. For a moment, everything went hazy, and Pyrrha struggled to regain her bearings. The Invincible Girl was panting while Cinder didn't look winded, but instead angry.

"You're worthy of your reputation, Pyrrha Nikos," said Cinder, "but you're going to die here."

Pyrrha summoned her shield back to her before glaring at Cinder.

"We'll see about that."

Yeah so those upgraded Paladins have certainly led to a darker turn of events than in the original series. If it wasn't obvious, Cardin and his team are dead, but at least they somewhat redeemed themselves in the end. Pyrrha is fighting smarter against Cinder; let's see how much longer she can last compared to her original counterpart. The boys are almost there. All of these scenes were taking place as they were making their way back FYI. Will the boys make it back in time? What will they do once they learn of Penny's fate? Stay tuned and find out. Let me know what you all think in the reviews section. Until next time.

-Dude64