Filia looked up in the direction of the abandoned base. The roar they just heard was not like anything they have ever heard. She looked down over the edge of the Bullhead she was on seeing several Atlas guard drones run off in the direction of the strange sound. "Guess it's safe to track down Carol and Wiess' sister." She stated expecting a response from Samson who just grunted. She jumped down and slowly moved toward the bushes trying to stay quiet so she does not attract attention to herself. She followed the eight foot concreate walls looking for an entry point. Eventually Samson noticed a giant crater in the wall he could easily clear. He tugged on her shoulder and gestured up. She looked at the ruined walls and nodded.

Samson stretched his tentacles to the side of the wall and hoisted the two of them upwards toward the top of the wall. The base was surprisingly open area with a few small buildings and a decent sized dome like structure of the far side of the place. The drones could be seen running toward that building's main gate. It was a heavy reinforced gate that looked strong enough to with stand a heavy tank. "Whatever the hell they need that door for, we can tell it's to keep something in." Filia nodded as she continued scanning the abandoned lot.

"Let's head back to the ship maybe we can find a map of the base." Filia was trying to be optimistic though Samson was not buying into so much. Regardless he was not exactly the one in control he caught her on their decent and returned to the parked ship. Not a single soul was nearby. The roar got louder confirming Filia's fears that it was about to attack. She eventually forced the side door open with Samson brute force at her call. She entered the somewhat cramped area, digging in backs for possible clues. She eventually found an acrylic white folder inside a hard wall bag. Inside the folder was a list of scientist's names that Filia did not recognize. "It seems they were making something to deal with Grimm." Her tone had concern as she read into the final transmission.

Base under attack.

It's that Torchwick asshole again. This time he is after us. I don't know what his MO is, we only have last resort dust here not heavy cargo supplies.

"Samson what you make of this?" She asked after reading the transcript.

Samson closed his eyes to think. "Red in white ain't a run of the mill scum, but he's still a smuck. This has the Blood scourge's handy work written all over it." Was Samson's only remark on the report. He looked at a small map laying pipe systems for and underground network. "Get a gander at that." Filia turned to look as he grabbed the map.

"They must have built it in case a Nevermore strikes." Filia concluded. Her eyes lit up at an idea. "and it is our entrance point." She said smiling as she turned to dash back toward the infiltration point. Samson lifted her up over the wall as she landed behind several dumpsters in the area. A wail in the distance echoed through the base. She knew they were going to have to fight it but it would be best to avoid the drones.

She found a back door on the far side of the cramped alley way that Samson's mop of a body could squeeze through and unlock. As the door opened the two creeped in hoping not to get caught. Luckily it seemed no one was here. "Now to find the tunnel network." She spoke aloud to remind Samson of their next task. The two traveled for a good forty feet down the hallway until they noticed a stair weld with fresh cords moving up the stairwell. She looked toward Samson and quietly followed the cords up the flight of stairs watching for any possible threats.

The building however seemed abandoned no remains, no skeletons or corpses, and no reason for the scientist's disappearance. Filia continued walking across the hallway until she heard a panicked voice coming from one slightly open doors. She peaked her head in to look at the lab that she stepped into. On the far side, there was a monitor saying "PLAY BACK. VIDEO OUT OF MEMEORY!" She walked up to it curiously looking at the device.

"Hey kid push the space bar." Samson spoke up to give his own view of the situation. She pushed on it showing what looked to be a scientist. She didn't know him not exactly a big surprise to either of them given their past. As the man talked on in great length the video cut till a week later. The two watched cautiously Samson keeping his eyes on the vents and doors. The video cut again this time the scientists appeared to be ecstatic over the capture of a creature called a Goliath whatever that meant. However, the next cut in the footage was for only several hours when the cameraman appeared on camera the scientist was in full panic until a familiar man in a white trench coat showed up behind him. "Hang on. THAT'S THE BASTARD THAT ROBBED US THAT NIGHT!" Samson yelled Filia stroking one of her side bangs in an attempt to quiet him down.

"Will you keep it down." Filia's whispering spoke sternly toward his burst of anger. "We don't know if he's here now." She grabbed her weird phone device as she plugged it into the machine to copy the data. She turned to notice another map of the faculty this one was for an incase of a fire emergency. She studied it looking for the tunnel entrance.

"Will you two please find out that noise?" Roman's voice being heard from down the hall. Several footsteps could be heard coming in their direction.

Filia began to panic as she forced herself into a cramped dark spot that Samson used his own hair to camouflage themselves into the dark area. The two sets walked in to the room looking around for what could have caused the noise. "It looks clear in here try the next one." The male voice said as he left heading down the hallway. Filia slowly moved toward the door the see the White Fang grunt walk down toward another room kicked open a door and walk in. She looked toward Samson and they both agreed that the best option was to wait till the two grunts pass by their rounds. The two stepped into the corner waiting for them to pass.

Since they had to wait Filia decided to pass the time trying to text Ruby sin her sister Yang wanted her to begin understanding Remnant lingo granted a good portion was to just gawking over The Achieve Man boy band despite not even hearing a single song from them. She has been trying to understand how this device worked but it seemed to be counter intuitive since it took her a month in a half just to get her to answer the device. She toyed with it for roughly twelve minutes when the footsteps got closer meaning it was close to time to try and find the tunnel access. "Samson, remind me to tell the other two that I know where Torchwick is." She whispered as they snuck down the hallway toward the stairs. Samson let out a grunt signifying he understood. "For now, let's track down the tunnel network."

The Dome

Carol stood still as several of the artificial trees began to shake and fall toward the ground. she was not sure what a goliath is but based on the sound of she and Winter heard it must be a huge creature. She looked patiently as several Grimm where waiting off in the distance for the alpha predator to enter the small opening the two were fighting in. The ground began to get several heavy thuds as the goliath began to crush the trees in front of itself. The creature looked like an elephant with more curved tusks. At the distance, it was standing it clearly towered either of the two with complete ease. It let out it's combat cry which made Winter take several steps back in a defensive pose. To her shock, Carol dashed at it stopping once she was in the middle of the opening. She let out a scream filled with rage and pain as several spikes shot out of her body. They quickly went back into her body and heal herself.

Winter looked at her with fascination. "(even when threatened with death she doesn't know fear. What happened to her?)" She asked herself as she looked at the gigantic creature that was preparing to charge her.

Carol turned toward her the mask was glowing red. It seems she let her more dangerous side take over. "GET THE SMALL ONES!" She yelled angrily as she looked back at the now stampeding creature. She threw he four blades into the ground at an angle to form several triangles. The creature's tusks made contact with Carols hands easily pushing her backwards but she seemed to be slowing it down somehow. Winter looked back at the mass of Grimm surrounding the border of the wooded area. She breathed in counted to ten and exhaled as she got ready to fight the onslaught of Grimm coming out of the darkness. A usra came out slowly approaching Winter as she took a fencing position that emphasized a defensive position. The creature lifted his claw at her and took a heavy swing at her only to find himself flying backwards from a powerful glyph counter. It got back up as three beowolves dashed past the dazed creature and attempted to slash out at her.

Carol was holding to the tusk of the goliath dashing straight back into the wooded area. Wanting to ensure she did not get surrounded she got onto the tusk allowing the goliath to increase its speed. She balances herself on the giant tusk before jumping onto the thick plate armored head. It tried to shake her off only for her to jump onto it's back and run back to the grotto. The creature was huge and moving fairly fast so she bought herself some time to destroy the tiny ones.

She made it back to find Winter surrounded from all ends. She ran to her slashing through as many as she could. Several strikes at her but of course she barley felt it. All it did was anger her more which gave her a head ache. She faced her backside toward Winter as the two eyed each other. Winter formed a glyph underneath the two of them launching the two into the air Carol the used her blades to give Winter extra height.

Winter watched as Carol fell toward the ground at an accelerated rate however her blades begin to spin fast enough to act like a helicopter keeping her airborne. She looked at her in shock as she raised herself into the air. "CURSED VINES!" She let out angrily as her body became punctured with hundreds of metallic spikes that shot out of her into the ground going through some of the creatures below as she stabilized from the several picked vines coming from her body Winter noticed the four blades on her back shot upward as if she was trying to be used as a lightning rod.

Winter picked up on this as she pulled out a vile of yellow dust and threw it down toward Carol breaking on the blades causing a powerful surge of electricity flow through Carol down the numerous vines into the ground electrocuting most of the Grimm within the area. "AAAAAAAAAAAAAAUUUUUUUUUUUGGGGGHHHHHH!" Was the only sound heard however since she put herself in a great amount of pain. The two landed Carol covered in nothing but burn marks and a surprisingly decent amount of magnetism.

Winter straightened herself out and looked toward Carol "Cursed Vine?" She asked confused.

Carol still hunched over turned and looked at her. "Well it needed a name. I'm glad you caught on to my plan though." Her voice was weak but she seemed to be used to forcing that kind of torment onto herself. Winter looked at the two's vitals since they had a moment to rest. The two were certain that the goliath would return soon. She saw that she was in good condition but not capable of fighting a Grim that could easily go through a house with minimal effort. Carol was not better off. Her aura as far as she could tell were barely at minimal levels and she seemed to have a form of paralysis. Granted the side effect seemed to be of little hindrance.

The goliath could be heard as the two realized it was coming back to this area. "It's likely that thief changed the passwords on the front gate. The drones will need to drill it or blast it no telling how long that would take." Her calm composure made the odds against them seem even worse. Several trees could be heard snapping. The noise made Winter on edge as she watched the direction it was coming from. "we will have to stall until they can or die trying." She grabbed her rapier from the ground looking at Carol who was just standing completely still.

"Never thought I would go out like this." Carol spoke calmly without pain. "Against an oversized elephant in an abandoned lab on a world I'm not even from." She wasn't really caring about her surroundings as she spoke. Her comments made Winter look at her confused but shrugged it off as some form of delusional revelation from the pain.

The goliath came marching from the trees again anger being sensed from its red eyes. Winter looked at Carol again noticing she was relying on a metal spike from her hand to support her weight. She was not in a good shape and she was not going to be able to stop another charge attack. It came charging as it did the two got ready to dodge to their surprise however was the fact it got onto its hind legs and went to crash on the two of them.

Winter was about to fight until she got froze in shock as it got up. It slowly began to wobble back and forth coming down to crush the two of them. Neither of them would with stand the heavy impact the creature would cause. She got ready to attempt to counter only to suddenly loose balance. A solid thud could be heard as the creature hit the ground she looked up to see what happened. Carol was on the ground barely moving somehow, she pushed her out of the way and then took the full crushing force of the goliath's stomp. The giant creature took several steps back watching Carol.

The entire area began to get a dangerous vibe from Carol's body. She twitched catching the two-off guard. She slowly began to get back up only to have the gigantic creature attempt to crush her again. Winter looked away as it dropped its feet on her. To her shock, Carol caught the two gigantic feet one with her hands the other with her heavy blades. It began to charge up its nose for a grab at Carol as it did a black mass fell on to it slicing the trunk off.

Winter looked in shock as she followed the shadowy figure. It began to stand up taking the form of a woman with long moving hair. Her eyes had the same red tint as Carol she observed as she began moving toward her. The black tentacles moving toward Carol as it yanked her away as it thrusted its weight onto her.

"You two alright?" The voice asked to Winter's surprise as she recognized the voice.

Carol rubbed the back of her head as she looked in shock. "Filia? What are you doing here?" She asked still dazed from the goliath.

"I didn't like the sounds of your mission. So, I followed." Filia looked at Winter who was more angered at her than Carol. She looked down ashamed of herself unaware the goliath had targeted her.

"You're not supposed to be here. I will have stern words for Ozpin." Winter began to lecture before she noticed the Grimm towering over her. "LOOK OUT!" She shouted in fear for her life. Unexpectant though, several strains shot from Filia's back pushing the creature back.

"Kid, you can chat later. That damn elephant is pissed." A deep voice was within the area with them as Winter looked for who ever said that.

"Who was that?" Winter asked looking for the voice.

Filia stood up turned to look at the goliath giving Winter a full view of Samson. "You're talkin about me. Name's Samson, we'll talk later okay." Samson explained however all he did was actually make Winter take a few steps back not expecting sentient hair.

"You talk?" Winter questioned as soon as Filia and Samson refocused back on the goliath.

"I said later." Samson growled as he looked at the creature in front of him.

The goliath began to dash yet again this time at Filia. He decided to try the same tactics only to find itself in a web of braided hair between its legs tripping making it lose balance. Carol began to step in trying to use her blades to carve through the goliath's hide. Unfortunately, it did not seem to be working as her blades bounced off the surface of the creature. It slowly began to get back up, wavering left and right as it did.

"That hide on it won't budge." Winter spoke up watching the two try to attack this behemoth

Carol ignored her as she ran toward it again jumping onto its tusks. She looked at it then began trying to cut it off to limit its attack options. Her blades sparked as it cut through the steel like ivory, eventually cracking it a little. This encouraged her to continue her rapid onslaught. The goliath attempted to toss carol off only to have black strands of hair holding the tusk. Winter followed the strands to see Filia having herself hoisted in the air as Samson strapped himself to a tree. The Goliath was essentially immobilized at the moment. Winter quickly dashed toward the creature speeding herself up from her glyphs to impale the creature. When she made contact the creature fell a few feet back just to see Carol cut through the tusk off. Filia dropped to the ground as the tusk got removed. Samson managed to catch her to cushion the fall.

The creature was furious as it went to strike at one of them. Carol noticed it as the other two were petrified. She noticed the tusk on the ground. "Filia, Ms. Schnee." She shouted to get their attention. The two turned to look at her curiously. "The tusk." She began to point at it.

Samson saw the idea she had in mind. "Hey, Wiess' sister get ready. Kid, get to that tusk. Carol, hold that bastard off." Filia nodded as well as the other two began to get into position.

Carol dashed at the creature again. It began to lower its other tusk only to have Carol sprout metallic rebar from her arms and legs holding the creature in place in the air. The metallic poles were not going to last long though meaning Filia had to move fast.

Filia made it to the tusk as Samson began to lift the heavy object into the air. She turned to look toward Winter who finally figured out what their plan was. Samson grinned as threw the tusk right at Winter. Winter began to form a glyph to catch the flying object. She wanted the tusk to sit in place before getting catapulted at the goliath at an angle so the sharp end went into its head making it go limp.

The three approached one another as the creature dissipated. Winter looked at Filia and Samson in anger at the fact the two snuck onto a private mission. But she seemed to also be concerned over the fact that Filia had living hair than her disobedience. "What is that thing?" She asked concerned.

"Hey, we can talk about me later." Samson blurted before Filia could answer. "Right now, we have a black hat probably making a run for it."

Outside

Roman had begun to make his escape from the buildings he was coped up to leave only to hear an unfriendly growl behind him. "Oh, you got to be kidding me." He sighed seeing the masked woman from that room. "Carol, was it? I would love to stay and surrender but that is not on my list."

Carol stood there motion less her four blades staying in the ground. She took a step toward him which made him take a slight step back. He began to lift his cane up to take aim at her. Carol responded by going into a mad dash. He looked at her amused as he pulled the trigger. Suddenly a rocket came from his cane flying at fast speeds toward her. Roman closed his eyes as she was engulfed in an explosion.

He looked at the smoke thinking that he had won. Satisfied he turned around to walk away figuring what else needed to be done.

"RRRRRRRRRRRRRRRAAAAAAAAAAAWWWWWWWWWWWWRRRRRRRR!"

Roman turned around in shock as Carol tackled him to the ground her four blades slowly closing in on him. "Impossible." He stammered "The goliath should have destroyed your aura." As he began to demand answers Carol punched him hard enough to knock him out cold without trying.

She stood up breathing heavily. She turned to see Winter and Filia standing there in shock. Filia eventually spoke up. "I think I know what your Semblance is." She spoke calmly. "It seems whatever attack brings your aura into a critical condition they have to land an attack that by passes the damage caused by said attack." She said calmly. "Easier said than done though since You took a goliath's ram."

Winter looked at the drones "There is no evidence here prepare to return to base." She ordered them before looking at Filia "As for you, well you got a lot of explaining to do."

Filia let out a reluctant chuckle as she went to the ship with the two of them.