Note: God, these chapters just get longer and longer, don't they? It was not meant to be this long, but I wanted to do some huge stuff for Chapter 50, and that meant getting all the setup out of the way. And yes, Chapter 50 is also going to be huge and important, but after that, I'm going back to normal chapter lengths. With that all of the way, let's not waste any more time.


There was never anything known as peace in Atlas Academy. There was no rest. There was always, only, the struggle.

It just didn't usually include two students flying through the cafeteria walls at 60 miles per hour.

The few students that occupied the dining space had only heard a distant rumbling, the sounds of bullets and blades growing quickly closer. They stopped eating their gruel and listened to the distant battle wage, yet even they could not expect its sudden arrival. The concrete wall broke open, and two figures flew into the room on a stream of green fire. The students screamed and backed away as they could, but the battle crashed like a meteorite. It flew into one of the tables directly, flipping it on its end, sending chairs and meals and drinks flying in every direction with a thunderous crash. Its momentum carried it across the length of the room, disrupting, crumpling, or discarding everything in its wake. When the meteorite finally settled, there was a thick trail of black along the cafeteria floor where tile had been torn up, its sides littered with scraps of food and terrified students, all in the process of fleeing the unplanned attack.

From the pile of cracked tables, Penny flew up into the air, hovering above the fray. Her cap had gone missing and the sleeves of her jacket were torn, revealing the unnaturally smooth artificial skin along her shoulders. She was mostly unharmed though, and a feint, confident smile was etched across her face. In the rubble, Ciel Soleil had more difficulty rising. Blood trickled out of her nose and her Aura flickered on and off like a dying lightbulb. Her left shoulder drooped, being popped from its socket on one of the many impacts. Yet, if she was in pain, she hid it well behind her hatred.

"Private Soleil," Penny said calmly. "Cease."

Ciel's face contorted, and she screamed at her teammate in wordless rage. She held up her arm, and the swirling mass of nanomachines that made up Ciel's weapon shifted again into a powerful phase cannon, and she directed the large muzzle toward Penny's face. A bolt of plasma left its end, and Penny held up her arms, preparing to block it. She underestimated the force of the impact and instead was knocked back out of the sky. She crashed down into one of the few unharmed tables, and the structure collapsed immediately under her weight. Penny hummed as she stood back up, shrugging off the platters of food that slid onto her outfit. Ciel charged another shot, only this time, Penny had the wisdom to dodge. Her rocket-power legs carried her away from the shot, letting it blast through the wall behind her. Ciel tried to aim another shot, but her weapon's current form took too long to recharge. She could only brace herself as Penny charged into her again, knocking the air out of her lungs.

Penny pinned Ciel down against the floor, rearing back her fists. In any other circumstance, she would have simply drawn her swords and sliced Ciel clean in two. That would be efficient. Easy. But she couldn't; killing and maiming classmates was against the rules outside of official settings, even if Ciel started the fight. She would just beat Ciel into submission. Render her incapable. That was the way. Once Ciel recovered from her injuries, she was sure she would thank her for her consideration.

Penny brought down her fist, but the plasma cannon reformed itself into a large plate shield. Ciel held it up desperately, absorbing the impact of Penny's fists. The echo of the impact ricocheted through the hall and terrified any remaining students into fleeing entirely. Penny clasped her fists over her head and brought them down once more. Ciel buckled under the impact, but she didn't break. Penny raised her arms again, but Ciel was quicker. The shield transformed again into a cattle prod, and Ciel rammed it into Penny's neck. She didn't know how many voltages ran through Penny's system, but it was enough to stun the cybernetic students and turn her into a stammering, shivering statue.

Only for a few seconds.

Penny had learned from that game.

Her systems redirected power.

Her emergency systems switched on with the flicking of a few bits of data.

She snapped back to attention, green eyes returning to Ciel—and the plasma cannon that was back in her face.

The blast singed away the uniform around her midsection and left a dent in her abdomen. Its force sent her flying away, crashing into the burning trail of their earlier skirmish. She was much slower to get up the next time, though rise she did. When she looked down at the damage to her stomach and saw the wires sparking out of her skin, any semblance of her smile faded.

Ciel rose after her, breathing heavily. That previous attack had shattered a rib… or two… or twelve. She didn't know. She did know this was a battle she couldn't win. She knew that from the start. This wasn't really about winning. She wasn't sure it was about anything. Her career might as well have been thrown away. She would never be able to explain her actions to General Ironwood and, never afford to repair the damage to this Academy she dreamt of attending her entire life. All of the acts and words of his pet project would be excused, and she would be left behind, again. She would have to go home to her mother and explain that despite a lifetime of discipline, despite how hard she had worked to train, to perfect her skills, to be the person the world decided she could never be… she had thrown it all away on a single, reckless impulse, bested by a moment of emotion that would haunt her like a specter for the rest of her life.

Maybe she was more like her father than he thought.

Ciel and Penny prepared to make their next move, but suddenly their vision was filled with a flurry of rose petals, swirling red and pink. Ruby and Nora materialized in the center of their conflict. They had followed the chaos close behind, desperate to put the pieces back in place before someone got seriously hurt. Even at their current speed, they could see they were too late for that. Ruby switched to a new plan—make sure no one got expelled or imprisoned.

"Okay, everyone, just calm down!" Ruby shouted, holding out her hands in either direction. "We can all be reasonable about this!"

Ciel growled. "It's far too late for that."

"I agree, Ruby," Penny said succinctly. "Ciel has demonstrated she is not interested in seeing reason. Please, help me defeat her so we can end this conflict."

Ruby didn't have the words to express how incredibly fucked this whole situation was. Thankfully, Nora had plenty of pent-up frustration and didn't mind running her mouth.

"Look you two, I really don't like being in the middle of a battle between two girls I don't even know," she said, irritated. "You are breaking this school apart, and I have a test coming up, so let's stop acting crazy before someone dies."

"I'm not going to kill Ciel," Penny said. Her legs ignited, and she slowly rose through the air, preparing herself for an attack. "I am just going to break all of her limbs."

Ruby thought she would have more of a chance to reason with them, but she was wrong. That time had clearly come and gone. Penny tilted forward and launched herself over their heads, intent on finishing the fight for good. Fortunately, Ruby was faster. She took off in a flurry of rose petals toward Ciel and managed to intercept her before Penny delivered her finishing blow. The android's fist crashed through the floor, missing its target as Ruby and Ciel swirled out of the way. They touched down on the other side of the cafeteria. Ruby knelt over Ciel in concern.

"Are you ok—hey!"

"Move!" Ciel shoved Ruby out of the way as she clamored back to her feet, eager to return to action. Her nanomachines transformed into a long blade, and she readied herself as Penny charged again. Ruby grabbed onto Ciel's arm, holding her back. Penny crossed the center of the cafeteria, but Nora intercepted her, planting her feet firmly on the ground and holding Penny back with brute force alone. The two struggled against each other, neither willing to budge an inch.

"How about… some redhead… unity for once?" Nora gasped.

Penny spoke coldly, devoid of struggle. "And they call me childish."

Her rockets flared to double their power, and that was all she needed to propel Nora backward. The lone JNPR warrior screamed as Penny carried her across the length of their new battleground. Ruby saw the incoming danger, and quickly looked around for some kind of defense, but saw nothing. She had Crescent Rose attached to her back, but she would rather things not become fatal. She needed to act. Quick.

Momentum. Penny had a lot of momentum.

Disrupt it.

Reverse it.

Disorientate.

Ciel shouted in panic as Ruby transformed again with her in her grasp, turning them into a red and blue whirlwind. They flew toward Penny and Nora as fast as they could, and before either of them could sense Ruby's plans, they found themselves caught up in the storm. The rose petals expanded, the whirlwind doubled in speed, and what was once two colliding forces became a single, violent mass of red and blue and green and pink. It rose higher and higher into the cafeteria's ceiling, shedding rose petals and screams, twisting in an unpredictable cyclone. Unfortunately, Ruby could not keep control over the warring women forever. Too many wills. Too much power. Eventually, her strength gave out, and they transformed back into their normal selves—falling fifteen feet onto the unforgiving tile.

The four students crashed on top of each other and just rested. Ciel had all of the wind knocked out of her; if she hadn't before, now all of her ribs were broken. Her weapon turned to dust and returned to its storage compartment: a small watch that was hidden beneath her school jacket. Penny was trapped beneath Nora, and upon seeing Ciel struggling to move, her desire to fight dwindled. Nora and Ruby just lay there in exhaustion, even after not having done much fighting. The day was already too much for them to handle. They weren't sure how much more drama they could take in their lives.

So, naturally, it was around then that the Atlas Academy guards arrived, circling their splayed forms and drawing their weapons on them. Now those guards were shouting at them, telling them not to move. Ruby did as they asked, unphased by their threatening demands.

Honestly, at this point? Getting caught by the guards and punished for something she tried to stop? It was what she expected out of life.


Stiltskin's instructions to the others were clear. They were to wait outside the operating room while he performed the first step of his procedure, and not to interrupt him under any circumstances. He had worked hard to sterilize the area, spending several hours purely cleaning as Winter remained tied down to the medical chair. He couldn't risk an errant sneeze interrupting him, not under such precious conditions. And besides, Weiss didn't want to see any of it.

That didn't stop her from hearing it. She sat in one of the plastic chairs in the undersized lobby. Every sound, struggle, and scrape reached her ears like a crack of thunder. She wanted to tune the horrors out. She wished she could escape the wretched place and return to Ruby's arms. Yet, she had to concentrate. It was her will and her will alone that kept Winter's chains in place. She had to keep them in her thoughts, lest they would disappear and all their plans fall to ruin. She was only thankful she didn't have to hurt Winter herself; Stiltskin's surgery would do all the work for her.

So she just listened.

Hours of listening.

Hours of torment.

How deep was he cutting into her grey matter? How slowly had he peeled back the layers of her scalp, separating the skin from the underlying bone? What did she look like now, alone with a stranger, mind being tampered with like some plaything again? How much pain could a person possibly be in? How much fear was in her eyes?

Weiss's mind grew weary. She couldn't help but imagine the worst, as if any moment Stiltskin would emerge like a butcher, covered in blood and body parts, laughing at how he had carved her sister to pieces. It took most of her strength not to cry.

Blake and Yang gave her space, at least as much as they could. Blake stood on the other side of the room, leaning against the cracked wall, arms crossed. Yang lounged on top of the front desk, her fingers flicking through her Scroll without command or interest. They had lost track of the time, the only ticking clock became the rhythmic, pained grunts coming from the other room. The sun had long since vanished from its narrow perch. They thought of Ruby and her mission, hoping it was going better. At the very least, fewer people should have been hurt—though with their luck, something unexpected had gone horribly wrong.

There was a loud scream from the other room. For just a moment, Winter's mouth had slipped her bond, and her cry of pain reached the others before Stiltskin was able to contain her.

Weiss's head fell into her hands.

"We never should have come here."

Yang perked up, rolling her head off the desk.

"What was that?"

Weiss tried to hide the pain, but her vulnerabilities gave it away. "How can we do this to her? I promised Winter I wasn't going to let anything happen to her. I promised…"

"Weiss, this is for her own good," Blake reminded her, but her blunt tone only deepened Weiss's regret.

"Of course, you think that. Everyone always thinks that when they're doing something wrong," Weiss sputtered.

"Hey, Weiss, maybe you should take a breather outside," Yang said gently. "I think the stress is getting to you."

Weiss looked at Yang harshly. "Stress? Stress? My sister's skull is being cut open in the next room. We have kidnapped her, traumatized her, and now we are torturing her. We had to have a discussion about how we take turns when we break her fucking femur. What do you want me to feel, Yang? Am I supposed to act like any of this is normal?"

"Weiss, think about this," Blake said defensively. "We're not trying to hurt her or control her or anything. We undoing the damage your dad caused. This is the only way we're going to be able to free her and give her a better life."

"Really? A better life? By forcing her to go through this?" Weiss looked around, outraged.

"How many times do I have to ask you to trust me?" Blake insisted. "This is a huge risk, but we're doing this for Winter—"

"No, Blake, we're doing this for us," Weiss said bitterly. She sank once more into her hands, holding back tears. "You have this incredible ability, Blake, to take atrocities and pass them off as charity. The only reason we even considered this is because we need Winter to break into the SDC for us. That's why you thought of this. Even if this goes right, even if she survives this, she could still get punished for that."

"It won't come to that."

"And what if it does? We said we would do what we could to keep everyone else safe." Weiss shuddered, her deepest insecurities rising to the surface. "I never wanted her to get hurt like this again. It's not fair to her. And the fact I had to do that to her…"

Blake softened her stance. Weiss was trembling badly, and honestly, she couldn't blame her. It was one thing describing the plan to her, explaining the benefits in some calculated, objective manner, but being there, hearing the surgery in the other room… it would tip anyone over the edge. Blake wondered how she would react if it was her mother being operated on, if she could somehow muster the same excuses. She liked to believe she would, but she had long stopped trusting her intuition.

She sighed, slowly walking over to Weiss and taking up the seat next to her. She clasped her hands in her lap and leaned over, weighed down by guilt.

"You're right," Blake admitted. "We're not doing this for her. We're doing this because we need to. This isn't the best thing for her, not even close. Maybe we could have waited a few weeks for Stiltskin to get his equipment, and then we could have made the operation easier. Or maybe we could have risked the backlash and taken her to a real hospital. Or fuck… maybe we should have just bit the bullet and done what Ironwood wanted us to do from the start. That way we never would have been in this situation in the first place. We could have been more secure, and then we could have found a way to help Winter without all this pressure on us."

She leaned her head back against the wall and let out a deep sigh. "I used to think right and wrong were so easy. I knew the choices would require sacrifices, but I always felt like I could be the one to make them, you know? Like… people were grey, but the right thing wasn't. When someone got hurt, they either deserved it or they didn't. I didn't have to worry about anyone because I could always think of this shining, greater good. That's the beauty of consequentialism, I guess—there's always a bigger picture. But now it just… I don't know. It sucks. Everything sucks. It feels like everything I do is the wrong choice. Someone always gets hurt no matter how hard I try. Honestly, sometimes I wish I could just be as naïve as I was a year ago."

Weiss sniffled. "Is this supposed to make me feel better?"

"No," Blake said honestly. "It's supposed to make you feel normal. That's what this is about. This fucking sucks, Weiss. Like, there's no other way to put it. I wish we didn't have to do this, and maybe we didn't have to. But the thing is… I don't know. I don't know what Ironwood would have done if we agreed to work with him, and I don't think we're bad people because we refused to give in to him. I know for a fact we couldn't risk losing Jacques's support, because that would be even worse—for everyone. This is a selfish path, I guess. I don't think we're bad people for trying to save ourselves though. And of all the paths we could have taken, I do know that at the end of this one, no matter what else happens, Winter is going to be better than she was before. Maybe it's not a justified action. Maybe we're just protecting ourselves. But there's nothing wrong with that. We're helping Winter… let's just, I don't know… let's make it be enough to offset everything else."

Blake tentatively placed a hand on Weiss's shoulder, expecting it to get pushed away. It was… eventually. Weiss let it linger for far longer than Blake thought she would. She wished she had the confidence to find more comforting words, but she wasn't going to lie to Weiss. Not now. The ice queen may be a jerk at times, but she deserved the honest truth in times like this. However, the strongest reaction came from Yang, who sat up suddenly on the desk and stared at Blake with bewilderment.

"Wait a second," she said accusingly. "You got that from Dr. Noetal. That's her reasoning."

"Hmm?"

"Literally. That's literally her philosophy."

Blake's reaction was little more than a shrug. "Uh, yeah… I guess it is."

Yang's revelation was stark. "Oh my god, you went to a therapy session, didn't you?"

Blake had no comment. Somehow, despite the weight on their shoulders, Yang found a way to smile.

Some twenty minutes later, their silence was broken. Stiltskin walked out of the back room and quietly shut the door behind him; Weiss could only see a glimpse of Winter's trembling leg before she was cut off. Yang rolled off the table and the three prepared themselves for the worst. The body artist was dressed differently than when they last saw him: his comfortable sweater and piercings taken out and replaced with a long smock, gloves, and a facemask. He looked, dare they say it, professional, though his discolored eyes gave away his controversial lifestyle. He removed his face mask. He seemed relaxed. Weiss immediately rose to her feet as he approached her, her voice as shaky as her sibling's limbs.

"How is she?"

"She is all patched up," Stiltskin said calmly. "Skull reattached and ready for the next phase. No excess bleeding. You should keep an eye on her for an infection, but the room should have been secured. You can't even tell that she was operated on. Everyone deserves to look their best, after all. I did leave the scar on her forehead from before, per request."

"But like… did you figure out what the problem is?" Yang asked.

"Yes, I did," Stiltskin explained. He held up his hand and showed his palm to the young Huntresses. Something rested in his hand, barely more than a millimeter long and thinner than a hair. It was black and coarse, with thin wires coming out of it like wisps, and it was coated in a very thin layer of blood. It was almost like an insect, and Weiss recoiled at its sight. It had taken long to extract from the depths of Winter's brain, but now, the cancer was out.

"What… what is that?" Weiss asked.

"Honestly, I'm not really sure. I've never been one for computers," Stiltskin admitted. "But I think this was the cause of Winter's suggestiveness. See, I was curious as to how your sister was stuck following your father's orders. I can understand a surgery increasing a person's submissiveness, but it was strange that she only came to obey his specific orders. There had to be something constantly stimulating her mind, deciphering which commands to follow and which to ignore. And, well…" Stiltskin held up the small chip to the light, pinching it between his index finger and his thumb. "I don't think this was supposed to be in there."

Weiss stared at the small chip, more surprised than she should have been. She always assumed that her father simply cut his will into Winter's mind, or used some Semblance to hypnotize her. For some reason, the possibility of their being an implant was something she had dismissed without good cause. Perhaps it was that she didn't understand how it worked. That imperceptible box… the fact that it could exert so much control over a person's will, that it could make them do such terrible things without questioning it disturbed her core. Yet, it made sense. Her father had always preferred the advances of technology to the spiritual or physical. Her metal-laced bones and cybernetic eye were indicative of that, same as the replacement limbs that trembled in the very next room. She had an answer to her sister's condition, though without a full understanding of its inner mechanics, its true nature still eluded her.

"Damn," said Blake. "So basically a mind control chip."

"In layman's terms, sure," Stiltskin said. "If you would like to figure out the details, go ahead."

"Yeah, give it here," Blake said. Stiltskin handed Blake the small computer chip, and she stored it away for safekeeping. "What kind of nutjob Atlassian scientist came up with that idea?"

"One that didn't want to be caught," Stiltskin explained. "It didn't seem to like when I tried moving it."

"What does that mean?" Yang asked worriedly.

"When I prodded it, it tried burying its way deeper into her frontal lobe. Whoever created it seemed to have a plan in place to prevent it from being removed. Of course, I don't think they anticipated someone like me tampering with it. It's far harder to damage a brain when there's a flesh manipulator working on it."

"Well…" Yang placed her hands on her hips. "That's casually terrifying."

"So basically, Jacques had a contingency in case anyone tried this," Blake realized. "Damn. So if someone else had tried to heal her…"

"Let's not dwell on that, okay?" Weiss said hurriedly. She didn't want to think of her sister's brain for a moment longer. She didn't want to think of her father's evil intent, and she didn't want to think of any crazed scientist pumping Winter's mind full of horrible thoughts. She wanted this done with. "This chip is gone now, right? So, does that mean she's healed? We can leave."

Stiltskin shook his head. "Unfortunately, no. Your father's constant suggestions are gone, but they still damaged her brain in order to get the chip to function properly. Some perfunctory damage to the prefrontal cortex and minor separation of grey matter… enough to cause damage in her abilities to reason and process external information. She's still highly vulnerable to suggestions and would have a reduced quality of life. If you want to completely heal your sister, I would need to continue working on her."

"But at least you know what the damage is now," Blake said.

"Correct."

"How long would that take?"

Stiltskin did some quick math in his head. "Five hours."

The girls looked at each other hopefully. Five hours? That actually wasn't bad at all. Sure, Winter would need to recover, and there were still so many steps to take after this, but their quest would end far quicker than they suspected it would. They actually could get back to Atlas before the end of the day. Maybe. That was pushing things, sure, but they had been pushing the boundaries non-stop ever since they arrived in this god-forsaken kingdom. Blake and Yang were eager to agree, but they both knew their opinions didn't matter. The choice once again fell to Weiss's shoulders, and she became silent as the decision weighed heavily on her mind.

Five more hours of suffering.

Could she really do that to Winter?

Gods, she was so close. What kind of cruelty was this? The temptation of Winter living a free life, finally away from her father's influence, was in her grasp. The chip was gone. His voice was out of her head. That still wasn't enough. Was she really supposed to let this maniac put her back under his influence for five more excruciating hours? And that argument that Blake gave—that copy-pasted Noetal crap about how they were supposed to feel normal. None of this was normal. None of it would ever be normal. Gods, Blake never knew how to make her feel better. It was a miracle they were friends at all…

Just five more hours…

Weiss bowed her head. The truth was: she hated how much she wanted this. She despised herself for letting Blake's reasoning get to her, for acting like this was okay. She could have cut her losses and set Winter free, and maybe it wouldn't have worked out. Maybe everything they worked for would collapse. Maybe Winter could survive as is, anything to spare her from any more trauma. But that… that was true cruelty, wasn't it? Leaving Winter with a broken mind, just to spare her five hours.

Five fucking hours.

They had pushed every boundary. They had come so far. They couldn't quit now. They couldn't question it. They had paved their road to hell, and dammit, they had to walk along it. As long as Winter was healed in the end…

It wouldn't offset anything. But that was the right thing to do. Damn everything else.

"Fine. Do what you need to."

Stiltskin graciously bowed. "I will treat her with—"

"Yeah, yeah, care, whatever," Weiss said, turning to her teammates. "You two—you need to get a move on."

It took a moment for the pair to realize Weiss wasn't punishing them, but rather sticking to the plan they laid out before the anxiety and stress had taken total hold of them.

"Oh shit, yeah," Yang nodded. "Jacques is gonna get suspicious if we don't send any updates soon."

"We can sneak back to the Upper Shelf on our own," Blake said with a nod. "Weiss, you gonna be okay being here with Winter alone?"

"I'll… manage," Weiss sighed. "Besides, I haven't decided whether I'm going to kill you yet when this is all over. It's probably for the best that you aren't here in case something goes wrong."

Blake nodded. Yeah, Weiss had a point. Even though it sucked leaving the ex-heiress by herself, they had their own job to do, and the consequences of their fuck-up would be just as severe. Their tour of Atlas needed to resume before anyone caught onto their location. They could convincingly fake Weiss and Winter's presence if they needed to. While their bodies would be wandering the Upper Shelf, their thoughts would stay here with Winter as the next stage of their plan came to fruition. Weiss would struggle through the surgery by herself.

Then again, perhaps giving Weiss time alone away from them would be what she needed. Blake still couldn't tell how serious she was about the whole murder thing. She wasn't interested in finding out.

After a few minutes, Blake and Yang gathered their belongings, bid Stiltskin farewell, and left Straw to Gold. Their journey back to the Upper Shelf would be made in secrecy. Weiss watched them vanish from sight in their unconvincing disguises, taking a moment to steady herself. Then, when she was ready, she joined Stiltskin in the operating room, hoping nothing would go wrong.


Jaune had learned a long time ago that talking to Pyrrha when she was in the middle of a breakdown only made things worse. He had the classic Arc ability to put his foot directly in his mouth and ruin pretty much everything, and then was when his teammate wasn't teetering on a suicidal cliff. Sometimes, she would reach out to him for a hug, needing a careful embrace to lull her back into a sense of normalcy. This was not one of those times.

Pyrrha hadn't stood still since she realized Team RWBY had gone missing. It had been hours since their discovery, and impressively, her pace hadn't faltered once. She had traced her way up and down the Upper Shelf a dozen times, head constantly on a swivel, eyes wide, chest rising and falling like a furious tide. She couldn't stop her heartbeat, or her footsteps, or her punishing, self-loathing thoughts from moving at the speed of sound, crippling her senses as much as they did her dream. She lost track of which buildings she had seen before, the names on the street signs, the time of day, and the sounds of her teammates desperately running behind her.

Yang.

Blake.

Weiss.

Those were the only things that mattered anymore. And now, out of sight, escaped from her care, she was grasping at the sea to stay afloat.

They had to be here somewhere. They had to be. They had to be. Because if they weren't, if they had slipped away—no, she refused to think of that. She couldn't bear those consequences. She was going to find them, and she wasn't going to let them do anything wrong. She was Pyrrha Nikos. She didn't fail. She didn't falter. She would save them from themselves. Everything was fine.

She wasn't sure why she lost her balance. Perhaps a frustrated Atlasian tripped her as she was pushing her way through the crowd, or more likely, a piece of the sidewalk had been cracked and jutted up into her foot. All that mattered was she collapsed, stumbling onto her hands and knees.

That was it—the final slip that spent Pyrrha spiraling.

The crowd of people parted, disturbed by the strange Mistran girl suffering an uncouth panic attack. She didn't move as everything crashed around her. Jaune had to scoop her off the ground, as she completely lost control of her legs. When he stood her, trying to shake some sense into her, her knees gave out and she fell against the wall of the nearest wasn't sure where she was anymore. A shopping district? A restaurant? Every building in Atlas looked the same, stark and white and heavy. She slank against its surface, cast under the setting sun's heavy shadow. The breeze whipped through her hair as her tears ate away at her mascara. She pulled her arms in close to her chest, compressing, trying to stop her lungs from pulsating beyond her control.

"No… nonononono…"

Jaune hovered over her, unsure what to do next. Ren stayed back, keeping himself as far out of the drama as he could. Pyrrha's sharp breaths howled over the wind.

"Pyrrha, hey, it's okay."

"Fuck!" Pyrrha screamed and punched the sidewalk. Her Aura-infused knuckles broke through cleanly. She pushed her face into her knees.

"Pyrrha, we will figure something out," Jaune promised. He could only focus so much on her, constantly checking for prying Huntsmen and the waves of constantly judging Atlassians.

"How?" Pyrrha asked desperately. "What are we supposed to do?"

The truth was: he didn't have a plan. Not even close. The City of Atlas was a big place, and the odds of running into Team RWBY were slim to none. Ren had been keeping a constant eye on their social media feed, but it had gone dead hours ago. Their leads were as cold as the winter snow.

"Well… something," Jaune said, trying to stay encouraging. "You know, you're really smart. I'm sure you can—"

"Jaune, please stop talking," Pyrrha said. She didn't mean for her words to be so harsh, but Jaune's stunned silence said enough. Great. Now she had that to deal with too. "I just… I just can't deal with this now, all right?"

"Pyrrha, it's really not a big deal. Maybe we can call Ozpin and ask him for advice?" It was a distinct possibility. When they departed, Ozpin gave them a number to call in case of emergencies. He likely only wanted them to use it to check in on their progress, though this seemed to meet the metric for what they required.

"No!" Pyrrha shot the idea down quickly. "No, we… we cannot tell Ozpin that we lost them. He's going to be… arrrgh!" She buried her face back into her knees, and once again her fist pounded into the sidewalk. She didn't bother diverting any Aura to her knuckles, and they bounced dully against the ground. Jaune gently picked up her hand before she hurt herself.

"Okay. Then we'll just sit here. Take your time."

"But we can't sit here either! We have to… if we don't…" Pyrrha hissed, holding back obscenities and screams. "I can't fail again, Jaune. I have to be able to do something right. Everything has just been so awful and I don't know what to do about any of it. I've never been… I've never been not good enough before."

"You're plenty good, way better than me."

"Please just stop talking…"

Jaune took a deep breath and did the smartest thing he did all day. He gave Pyrrha space. She wanted to sit and process her emotions, and he only ever made things worse. He didn't know how long it would take, but he would give her the time she required. He walked over to Ren several feet away, and spoke to him quietly as Pyrrha hugged herself behind him.

"So… what do we do?"

"I don't know," Ren admitted. "I haven't seen any activity from them. They could be anywhere."

"Well, we have to find them," Jaune said firmly. "They could be in serious trouble."

"There isn't any way to track them, though. I suppose we could just go to the most dangerous parts of the city, but that seems rather reckless."

"Yeah. Not looking for someone to stab me today," Jaune said awkwardly.

"Then might I make a suggestion? We should get in touch with Ozpin."

"Ren, Pyrrha just said—"

"I heard, but I think she's being unreasonable," Ren explained quietly. "Ozpin entrusted with this responsibility, but he has had decades of Huntsmen knowledge at his disposal. It's possible there is a method of locating the others we're unaware of."

"Or, he could get really mad at us for screwing up so badly."

Ren pursed his lips. "If he really is mad at our failure, wouldn't it be even worse to try to keep that from him?" Jaune didn't have an argument. When he was a child and did something wrong, he blamed it on his sisters. Or, more accurately, his sisters blamed their wrongdoings on him. It never worked. He supposed Ozpin was like a parent in a way, always watching, guiding, knowing. While his brain was telling him to cut his losses, he realized Ozpin would learn of their missteps sooner or later. He would rather not deal with the latter consequences. Still, violating Pyrrha's wishes made him nauseous. He didn't want to see her reaction when he dialed that number.

"You have a point. Just… keep an eye on Pyrrha for me, will you?"

Ren nodded. His relationship was Pyrrha was no better than anyone else's, particularly strained by his connection to Nora. Yet, he didn't see the darkness that his lifelong friend saw in the young woman. He saw someone who was hurt, scared and lost in a world outside of her control. He was like that once, a long time ago. He did what he thought would be best for her; he walked over to Pyrrha's side, sat down beside her, and did not utter a single word. He let his company be enough for her. She didn't even acknowledge him, but she knew, and that was good enough.

Jaune took ten paces away and quietly pulled out his Scroll. His fingers twitched as he dialed in Ozpin's number, and he had to start over twice before he got all the digits in the correct order. He took a deep breath before he entered it, hesitantly placing it up to his ear. A voice came through the other end almost instantaneously, as if it were waiting for him.

"Miss Nikos. How is everything?"

"Um, actually, uh, sir… it's me."

"Oh. Yes… hmmm…"

"Jaune Arc, sir."

"Mr. Arc! Apologies, I didn't recognize your voice… how is everything?"

"Um, not well, sir, Headmaster," Jaune said slowly. "It's about Team RWBY. You how you asked us to stalk them—I mean, not stalk them. That would be bad. You wanted us to—"

"Oh dear," Ozpin sighed. "Allow me to guess. They detected they were being followed and gave you the slip."

Jaune was taken aback. "How did you know?"

"Well, it was either that or someone was dead, and I think you'd be more panicky in those circumstances."

Jaune gave a fake laugh. It was strange. Ozpin sounded… normal. Pleasant even. Jaune wasn't exactly expecting him to be screaming in a rage or anything, but he still thought he'd be more tangibly upset.

"Yeah… um… we lost them. I don't really know how it happened, but they just sort of slipped away, I guess."

"I don't need a complicated explanation, Mr. Arc. I assume you called me because you wanted advice?"

"Wow, you are really good at that."

"Experience, child. Now, could you be so kind as to put Miss Nikos on the phone? I would like to talk to her directly."

Jaune glanced over his shoulder. "Um, I don't know if she can make it."

"Is she not there?"

"She's here, but—"

"Then let me talk to her."

Jaune really didn't like the conundrum he was in. What was worse? Pyrrha's wrath or Ozpin's? Pyrrha's wrath would result in many, many uncomfortable conversations. Then again, Ozpin's would get him expelled. At the end of the day, the immediate peer pressure won him over, and in a march of defeat, he returned to his teammates. They hadn't moved from their spot, and Pyrrha's condition hadn't improved. She stared up at Jaune like some cruel angel, delivering her a horrible betrayal. The Scroll he extended might as well have been the dagger in her chest. It took her several seconds of controlled breathing before she could bring it up to her lips.

"H-Hello?"

"Miss Nikos… I understand there has been a problem tracking Team RWBY's location."

Pyrrha stared straight ahead, frozen like a statue—as if reality wouldn't attack her if she didn't accept it. "Professor Ozpin, I…"

"Pyrrha. I can hear you shaking."

Pyrrha was fine breaking in front of her parents. She was gradually learning to accept breaking in front of her teammates. But her professors? They were never allowed to see her falter. They had to see the best version of her. Always. And now, she had failed at that too, all without uttering a single word. It was hard to stop the tears from coming out. Harder than she could manage.

"I… I… I don't know what happened, Professor. I-I promise, I… I'm so sorry."

"Pyrrha, Pyrrha, please. Take a breath. This is nothing at all to worry about."

"I d-didn't mean to f-fail you, sir," Pyrrha wiped away her tears frantically before they could fall on her cheeks. Ozpin's consternation was something she couldn't bear at the moment, and she braced herself for the worst.

"You didn't fail anyone, Miss Nikos. This was precisely the outcome I was expecting."

But then he said that, and Pyrrha's anguish halted and morphed into something unknown. "S-Sir?" She looked at Ren and Jaune, as if they would have some answers, yet they were clueless to Ozpin's machinations.

"Pyrrha, how many scouting trips have you ever been on?"

"N-None, sir…"

"How many trailing missions?"

"N-None."

"And how many times have you visited the City of Atlas."

"None…"

"And of all the times Team RWBY has done irresponsible, dangerous things, how many of those times involved them maneuvering away from authorities?"

"I don't… I don't understand what you are saying, Professor."

Ozpin sighed. He was tired, or frustrated, or even disappointed. He was gentle and commanding, the same way that Pyrrha's imagined version of him from her childhood would act.

"Pyrrha, you are one of the most talented, remarkable students I have ever met. You are a prodigy. With the proper training, you will become the greatest Huntress this world has ever seen, and I do not say that lightly. However, the key word there is 'training'. You are young. You have only attended Beacon for several months, and those months hardly were up to the standard you should expect. Team RWBY's ever-present shenanigans have made this a very difficult time for training other Huntsmen, and I apologize on their behalf. However, we must also recognize the opportunity that comes with these new challenges. My point is that I never expected you to be able to keep up with Team RWBY on this mission. They are unpredictable, crafty, and though I find many of their actions to be frustrating, they do display a remarkable level of outside-the-box thinking. At your current level of training, with such a task that you have never adequately been prepared for, failure was inevitable."

Pyrrha shook her head in disbelief. "I… that doesn't make any sense to me, Professor. You wanted me to fail? Why… why would you do that?"

"Failure is our best teacher, Miss Nikos," Ozpin said quite rationally, "and that is the one area of training in which you fall behind everyone else. You don't fail nearly enough. It's a bit like a paradox; I would hope by best student doesn't fail at all, and yet it seems clear to me that you need to learn how to process these feelings. I needed you to get practice, I needed you to be faced with new challenges, and most importantly… I needed you to fail. There will always be times when you are faced with unwinnable fights as a Huntress, things you couldn't have possibly prepared for despite years of training. Team RWBY have even thrown me through a loop on more than one occasion, and I've been doing this for a very long time. But learning how to react to those new challenges is how we become the best version of ourselves. That's what I need you to be, Miss Nikos."

Pyrrha's world was turned on its head. This… this was all a trick question? A test? That didn't make sense, and yet, it was exactly what she expected of someone like Ozpin. The wise man's teaching methods had always been unorthodox, from strapping children into a torture device and forcing them to suffer through gruesome imagery, to fake questions on quizzes meant to test their resolve and willingness to concede. She had never once considered the possibility that this was still a test, that he was still trying to help her. She had lost that faith when Goodwitch was fired, and committed herself to the idea that everyone was out to get her. That was what Team RWBY had wanted her to believe. Yet, what was she to believe? She heard Ozpin's kindness with her own ears, thought through his explanation, and found it acceptable.

There was one thing that still didn't make sense, however. "But, Professor Ozpin," she said with more confidence, "if we were never supposed to track Team RWBY, what would have happened if they actually found themselves in trouble? Wouldn't they be left alone?"

Ozpin just chuckled. "Miss Nikos, Team RWBY would never be in real danger. Atlas is a much safer city than Vale. And besides… I've been tracking their location this entire time."


"You asked to see me, Professor?"

Ozpin sat calmly behind his desk. He hadn't engaged in many conversations with Winter Schnee outside of God's Arm related matters. He thought maybe her perpetual sneer was a show for her father, yet she was no less serious standing in his office than any other time he had seen her: shoulders straight, hands clasped behind her back, icy eyes never wavering from his. She hadn't even accepted the chair he offered her.

"Yes. Thank you for coming on such short notice."

"My mission is to ensure the protection of my company's assets," Winter said bluntly. "Those happen to include your students. If you wanted to talk to me, I'd have to listen."

"Well, I'm glad you think of Team RWBY in such high terms," Ozpin said with a smile. Winter didn't react, so he sat awkwardly for a moment before continuing. "James just told me that you are planning to go into Atlas with several members of the Team. Some… social media tour thing?"

"I don't understand it either," Winter admitted. "They managed to convince my father that touring Atlas will help raise partnerships for their Fund. He found their argument convincing, but I'm not privy to the details."

"Oh, I don't need you to explain why they are doing it," Ozpin clarified. "That's not what interests me. See, the last time I allowed Team RWBY to exit the Academy premises, they got themselves in quite a bit of trouble. Do you recall?"

"Don't remind me."

"I highly doubt that was an accident. One doesn't just end up in those circumstances, as you are aware. And now they suddenly want to leave the Academy grounds again, wandering off into another city with minimum supervision. It sounds… well, it's incredibly suspicious."

"Of course, it is. I don't trust them for one moment."

"We obviously can't let that happen again. Neither of us need the headache of another Team RWBY-caused catastrophe."

"Then why let them leave?"

"It's not my call. It's James's, and he seems to be unwilling to challenge your father in this regard. However, we can take certain precautions to ensure Team RWBY remains under our care. I have another meeting scheduled after this to arrange a watchful eye over the proceedings."

"Goodwitch?"

"She's preoccupied at the moment, unfortunately. Don't worry, I have found someone who is capable. However, I think an additional layer of security would be welcome, don't you agree?"

"Yes, sir."

"James tells me you have an application on your Scroll that you can use to track your sister. Is that correct?"

"Yes, sir."

"Would you be willing to share that with me? And of course, I would also like the ability to track your location as well, to ensure you are cared for if something goes wrong."

"Whatever you need," Winter nodded, pulling out her Scroll. The last time she was left guarding Team RWBY, she had made the mistake of underestimating them. The girls weren't malicious, but something worse: dumb. Very dumb. They were going to wind up hurting someone, but at least this way, she had backup for when things went wrong. She was thankful Ozpin shared her suspicions. Letting him track her Scroll was easy in that regard—and honestly, it was nice having a say in the matter. She almost smiled when she gave him access to her Scroll, letting her doubts about his intentions subside.

After all, she would do whatever was necessary to keep Team RWBY safe.


"You have their location?" Pyrrha shouted in disbelief.

"They are on the Third Rung. I just texted you the address," Ozpin explained. "Unfortunately, I don't know what it is they are doing. I ran the address through the Atlassian Business Registry, and it came up as a tattoo shop. My belief is that it is likely a cover for a more sinister operation… possibly criminal. I highly doubt Team RWBY are going to get matching tattoos, after all. I'm sure you will investigate and report back to me your findings."

Pyrrha couldn't believe her luck. Somehow, in the span of a single phone call, her mission had gone from miserable failure to a genuine chance at success. Ozpin gave her the keys to her future, and she realized that she had to take advantage of every opportunity that he gave her. She was thankful, though one final doubt couldn't help but slip through.

"Professor, I'm very glad you told me this," Pyrrha said carefully, "and I understand that you wanted me to struggle in this environment. But, if you knew where Team RWBY was this entire time, and you thought they might be in trouble… why didn't you just tell us?"

"It's quite simple, Miss Nikos," Ozpin explained. "I wanted you to reach out. You tend to think you have to solve every problem on your own, but learning to rely on others is important. I wanted you to know that always, when you are faced with trouble… you can put your faith in me. Do you understand?"

Ozpin's answers triggered something in the deeper parts of her brain. That tone of his voice became just a little too sweet. This mission focused almost too much on her growth. The fact he didn't mention RWBY's well-being at all was…

"Yang and Blake just came back online."

Whatever doubts Pyrrha had were snuffed out by Ren's sudden announcement. She looked over to her teammate's Scroll, where Yang Xiao Long's social media feed was popped up. The four-and-a-half-million-follower Huntress had just uploaded a new image of herself and Blake, smiling outside a shop in the Upper Shelf, not even three blocks away from them. Based on the lighting of the photo, it was recent. Very recent. For just a moment, more doubts about Ozpin's story were raised, but she dismissed it for a likelier theory.

Yang and Blake were on their own.

Ozpin was tracking the Schnees.

They had split up. What Pyrrha had to do suddenly became very clear.

"Professor, I have to go," Pyrrha said quickly.

"Do what you must, Pyrrha. I have all the faith in the world in you."

Pyrrha took the words to heart as she turned off her Scroll. For the first time in forever, she had faith in herself as well.


Ruby exited the elevator with her hands tied behind her back. Two guards flanked her on either side. She was brought down to her knees in front of General Ironwood's desk, but her eyes remained defiant. The General stood with his back to her, staring out the great glass window on his back wall into the setting sun.

The others were forced to their knees beside her. Ciel. Penny. Nora. All in cuffs. All with guns pressed to their back. Ironwood raised his fist, and the security forces returned to the elevator. Within moments, the four young Huntresses were alone with the most dangerous man in Atlas.

He caught Ruby's vengeful stare in the window's reflection and sighed. "Well girls… I believe I'm owed some answers."