Note: Hello! Two things. First: We had to like delete this entire chapter and rewrite it from scratch because we felt our writing wasn't up to snuff, so apologies for the tardiness. We want to finish this arc by the end of the year so we are going to work overtime to get it done on time. It's pretty close. Crazily, we feel like we have barely touched upon what we wanted to say with this arc and also that it's way too long. We don't know. You be the judge? Have you felt this being paced well at all? Let us know in the comments because we are more than happy to change up our style to fit demand.

Second: In case anyone was wondering, no, we don't have anything to say about Rooster Teeth firing most of its CRWBY staff. We made a comment in our other RWBY fanfic (which is finally completed btw, hooray), and that giant rant contained everything we really wanted to say on RT's horrible systemic abuses. We don't give money to that company and we encourage others to do the same. It's a damn shame so many talented people are out of a job and that toxic practices are continuing in a company we once used to dream of working for. Whatever happens to RWBY, whether it's a cancellation or more Volumes or moving or whatever, it will have no effect on us writing this story. The FNDM has always treated us well (at least the ones who interact with us), so that company's actions don't impact this fanfiction at all. LUDITF is here for the long haul, unless we just, like, stop. Hopefully, that won't happen. Huh, so we did have something to say.


"Sunset. You have to be here by sunset."

"I don't like being rushed, Weiss."

"We are putting a lot on the line for you. Please, be reasonable."

"I don't want to get caught by the press."

"Don't worry. They won't know a thing."


Cameras rolling. The Atlasian students sat on their hands until they were directed otherwise. The Valians talked among themselves. They only heard at the last minute. Were they really going to see this fight? More Team RWBY drama, no doubt. At least it would be entertaining.

All around the edge of the arena were mechs; dozens and dozens of mechanical soldiers, with piston-driven frames and big round heads that made them such an easy target. Lurching behind them were several TITAN mechs: hulking, perverse monstrosities of knight armor that had ballooned far outside their natural proportion, carrying swords the size of cars and shaking the school with each flat footstep. They were meant to fight today, but a callous outburst had robbed the opportunity. Instead, they lined the walls, silent, waiting, and watching. From a booth high above, the headmasters studied the battlefields. Ironwood rested his chin on his knuckles. Ozpin leaned on his cane. He begged Goodwitch to be careful. With the eyes of the world upon them, he couldn't afford to look bad. Staring down upon the battlefield, he felt a creeping dread come over him.

A great billowing of trumpets and horns summoned forth the combatants. Blake entered the arena to… cheers? She could call them cheers. Very warm applause maybe. The fanfare was nice. It was the most loved she ever felt, and given the horrible circumstances, she knew exactly how sad that was. The King Tyrus Combat Arena was Atlas Academy's equivalent of Beacon's auditorium. It was no less grey or musky, or vast—the rectangular arena was beset on all sides by thousands of potential spectators. Its clearest distinction from Beacon was that it split into three distinct parts, each a narrower, grid-lined battlefield placed only a few feet from the next. With such a large student body, there was no reason to limit them to one fight at a time. Blake's selected battlefield was on the right, nearest to the cameras. She flashed the press a smile. She was here to give them a show, after all.

There were many faces in the crowd she recognized. She noticed Team CFVY, spotting them after seeing Coco flipping her off. Classy. Team JNPR sat near the front, all nervous and unsure except for Pyrrha, who seemed preoccupied with something else. Blake followed her gaze toward the back rows. Up, high in the rafters, surrounded by a sea of empty chairs, sat Team JJWL. Vivian Jupitarian sat with her legs kicked up on the seat in front of her, a white fur coat coddled over her form like a blanket. The self-proclaimed King of the Huntsmen stared down Blake like a vulture. Blake just ignored her. She had bigger fish to fry. Her opponent was already standing in the center of the ring, waiting for her.

Goodwitch stood with her back turned as Blake approached, and despite the constant glares and cameras and pressure, she found the irresistible urge to skip behind Goodwitch and tap her on the shoulder.

"Hey."

Goodwitch was staring straight ahead, tuning out everything but her searing hatred. Her wand was gripped tightly between her fingers. Blake wandered into her field of view, sneakily smirking.

"So, one hand, right? You're gonna beat me with only one hand."

Goodwitch said nothing, so Blake got right into her face.

"Oh, now you have nothing to say to me? No slurs? No sexual harassment? Come on, Glynda, give me something."

Goodwitch breathed in deeply through her nose. Her facial features wavered, and Blake couldn't tell whether she was about to break into maniacal laughter or snarl like a wild lion.

"Three bullets," Goodwitch said quietly. Her lips were tight. She couldn't let the cameras pick up on her words… again. "You put three bullets into my chest, three bullets I can still feel floating around inside me even though they aren't there. That's three more bullets than anyone has ever hit me with. Do you have even the slightest clue how fucked you are?"

"I don't know," Blake shrugged. "Why don't I put three more bullets in and find out?"

Goodwitch hummed, mouth twitching as she stared down at her rebellious student. "Hmmmm… Ozpin said I couldn't lay a finger on you. You are very lucky that respect him more than I hate you. Otherwise, I'd bash your head in like your dear old daddy."

Blake resisted the urge to slap Goodwitch across the face. She hadn't gotten her confirmation on how Goodwitch knew of her family, but she had her next steps in mind. Later. Focus. Stay confident. Remember the plan."

"I just have to survive ten minutes," Blake claimed. "Then you leave me alone. That's the deal."

"You are so naïve to think I would honor that."

"Oh, you will. I'll make you. You'll see."

"I guess we will."

Blake took a step back from Goodwitch as the crowd grew dim and the noise faded. From the rafters, a floating, metallic sphere descended into the center of the battlefield. It was a simple machine, floating in the air using microjets and covered with a simple holographic screen. The ball flashed images onto the screen, and an automated voice groaned through a speaker on its bottom.

"Contestants, the rules for the following exhibition have been agreed to. Both contestants will fight for a single, the-minute round. All weapons and Semblances are permitted in this battle. Contests will fight until the time limit expires, in which the match is ruled a draw or victory is achieved through one of the following conditions: Knockout, Aura withdrawal, verbal or physical submission, or ring-out. All decisions are at the assigned referees' discretion and cannot be challenged. Atlas Academy is not held liable for any injuries, illness, or death sustained in the course of this fight. Contestants, do you agree to these terms?"

It turned toward Goodwitch. She cracked her neck. "I agree."

It turned toward Blake. She grinned. "Let's fuck some shit up."

The robot did nothing. Blake waited a moment.

"I agree."

"Please head to opposite ends of the battlefield. The fight will begin upon the sound of the buzzer. Thank you for your cooperation. Glory to Atlas."

The robot flew back up into the ceiling, and Blake and Goodwitch began their march to the ends of the field. The entire combat area was only thirty yards across, but each step felt like an eternity passed. Blake thought she would feel more nervous at a time like this, but she wasn't shaking. Goodwitch's hate was rolling down her back. She assumed it was because she knew where the real danger lay. She looked up into the crowd, quickly finding Weiss and Yang blending into the rest of the crowd. Once the battle began, their plan would finally spring into action, and she didn't know if she would still be alive by the day's end.

Blake reached a suitable distance from the end and faced down Goodwitch. There were some twenty feet of space on either side of her, but nothing in the way of cover. That immediately removed stealth from the equation. Goodwitch knew that. Instead, she would have to get creative. Luckily, creativity was one of her passions. She gazed up toward the viewing booth where Ozpin and Ironwood were watching. Just beneath them was a large clock, with the timer of 10:00 displayed in big, white numbers. It helped her remember what she was here for.

Ignore revenge. Survival. Just focus on survival. For the team.

Professor Goodwitch pressed her heels together and stood tall and proud. She held her wand up to her face, ready to use her powers. For all her grandstanding, she was still a professional. She would kick Blake's ass the proper way. Quick. Easy. Prove to that little cunt who the real Huntress was. Ozpin wouldn't even have a chance to complain. To think she challenged her to use only one hand. Ridiculous. The nerve of that woman. Well, she already used only one hand. A wand was a one-handed weapon! Stupid. Absolutely stupid. Like she would honor any request from the bitch that nearly killed her.

Ridiculous.

Fucking crazy.

Of course, if she wanted to beat Blake using only one hand, she could. Very easily. She could just… tuck her hand behind her back and no one would even care. But she wouldn't give Blake the satisfaction. That smug, awful, goddamn…

Goodwitch took her free hand, clenched it tight, and folded it behind her back.

The combatants on both fields took their positions. The lights in the audience dimmed. Walls of protective energy formed in front of the crowds, shielding them from what was to come. Blake drew her sword and her sheath separately and leaned forward waiting to pounce. For one last time, she met Goodwitch's gaze. She seemed calm. Too calm. Calm enough to end the fight within seconds. She easily could. Blake smiled. She would see how long that lasted.

A loud buzzer sounded. The timer ticked down its first second. The battle began—and without hesitation, Blake transformed her sword into a gun and fired three shots directly toward Goodwitch's chest. The distance to her target gave the professor time to react, and she hurriedly conjured a shield of purple energy in front of her, catching the bullets before they could strike her. Goodwitch's jaw dropped, and for just a moment longer, she stood there in disbelief. Blake shrugged at her… and Goodwitch seethed.

"Oh… you… bitch…"

Goodwitch launched forward like a rocket, crossing the field within seconds. A bright purple sword materialized around her wand, and she moved so fast that Blake barely had time to react. She only just phased out of the way as Goodwitch drove the energy blade into the ground where she once stood, shattering the gridded tiles that lined the battlefield. The impact sent Blake tumbling, and as she struggled to roll back to her feet, she caught a glimpse of Glynda Goodwitch's searing madness.

Mission accomplished. She was furious. That was the good news. The bad news was that Blake had to survive another nine minutes and fifty-five seconds.

Goodwitch charged back into action, swinging her sword wildly at Blake's head. Blake weaved past the blow, but another came soon after. Goodwitch unleashed a relentless torrent of one-armed slashes, each determined to cut off Blake's stupid, smug face. Blake danced around her erratic passions. Without another arm to balance her, the slashes caused Goodwitch's momentum to halt after each missed blow, and with each missed blow, Goodwitch only became more pissed off and swung even harder. Blake smirked. Her professor was sluggish. There was a slight strain to her movements. Those injuries hadn't fully healed. Goodwitch took another swing, but Blake was ready. The swipe came in low and Blake lunged over it, rolling behind her professor. Goodwitch only started to turn around when Blake smacked the side of her sheath into the back of Goodwitch's knee. The professor stumbled forward, and Blake smirked.

"Ooh. You missed me."

With a growl, Goodwitch whipped around, slashing her sword wide. Blake leaned back, letting the sword fly over her head. Goodwitch, even more determined to land a killing blow, transformed the sword into a large axe, unwieldy and chaotic. She took a heavy, vertical swing, chopping downward to cleave Blake in two. Yet, she only struck air, the energy weapon crashing into the floor and leaving a perfect cut in the floor. Blake just wagged her finger.

"Nope. Gotta try harder."

Goodwitch heaved up the axe, transforming the weapon again, now into a long spear. She stepped forward and jabbed at Blake's midsection, quick thrusts meant to catch the Faunus off guard. But Blake was able to slip through the attacks, side-stepping each jab and turning her body gracefully to make herself a thinner target.

"Holy shit, this is embarrassing!" Blake laughed. "My followers are going to get a kick out of—"

Goodwitch shot her arm forward, and the spear transformed into a whip. The cord wrapped itself around Blake's leg, and the young Huntress was suddenly swept off her feet. Goodwitch flung her halfway across the battlefield, and Blake again slammed hard into the ground. She pushed up to her hands and knees, trying to catch her breath.

Okay, maybe that was one insult too many. Goodwitch was still dangerous. She had to be careful. Couldn't push her luck too far. Otherwise, Goodwitch would start—

"Whoa!" A blast of purple energy struck the ground directly in front of her face. Blake rolled away from it, only for another blast of energy to hit where she just was. Then another, and then a lot more. Goodwitch held out her wand and like a machine gun, bolts of energy rained down on Blake, each like a grenade as it exploded on the ground before her. Blake hurriedly rolled away and scampered up to her feet, trying to outpace the assault as more and more blasts exploded around her.

Goodwitch's grip on her wand tightened. "Die…"

Bang.

"Die…"

Bang.

"Die! Die! Die! Die!"

Bangbangbangbangbangbangbangbangbang.

Blake deflected away a bolt of energy with her sheathe and burst into a full-on sprint. She stayed low to the ground, zig-zagging to keep Goodwitch away from her. The rage was affecting her aim, but Blake could still feel the electric jolts from each impact stinging her ankles. She decided to make a break for it, heading straight for her manic professor as she shielded herself from more fire. She crossed the battlefield rapidly, deflecting away the occasional close blast and keeping herself small. When she crossed halfway, she pushed forward her gun and fired a few shots of her own, interrupting the barrage. Goodwitch resummoned her shield to defend herself, but Blake got the opening she needed. She summoned Aura into her legs and launched herself into the air. Her weapon transformed into a cord-bound hook, and she whipped her blade around her as she torpedoed toward her target. The sword whipped around her like a buzzsaw, the sharpened hook quickly approaching Goodwitch's head from an off-angle.

Goodwitch did not yield. She planted her feet, pushed out her palm, and the glowing shield that she had summoned was pushed out, its full frame colliding with Blake midair and sending her back down the field without landing a scratch. Blake landed high on her shoulders, using her momentum to roll and grind to a halt on her hands and knees. She took a second to catch her breath. Goodwitch was crafty, even wounded. That much was clear. Those goddamn energy constructs had a lot of uses. How the hell did she come up with some of that stuff?

Goodwitch's fury did not waver. She pointed her wand at herself, her madness conjuring new weapons for her. New constructs formed; not an axe or a sword, but spiked tendrils, like four violet, jagged spider legs. The legs pushed Goodwitch off the ground, hoisting her in the air like some menacing, god-like insect, and without wasting a moment, Goodwitch raced forward, scuttling across the scarred battlefield, chasing down her prey. Blake took one look at the newly eight-legged Professor and let out a groan.

"Oh, what is this bullshit…"

"Die!" Goodwitch cried, lunging at her foe. Two of the legs shot forward, but Blake rolled through them before they pierced her. She turned around and slashed at them, cutting them apart and knocking Goodwitch off balance. Professor Goodwitch tumbled to the ground, landing on her back, her remaining two constructed insect legs sticking up in the air from beneath. Like they had a min of their own, they quickly thrashed toward Blake, defending their prone master. Blake fended off their strikes with her sword, each heavy blow requiring a tremendous effort just to stay upright. When Blake found an opening, she cut them off. First the left-most leg, and after another barely deflected swing, the right-most. The legs dissipated into particles after they were severed, and all alone, Goodwitch was left lying there, defenseless. Blake stood over her, standing triumphant.

"Hey, you look pretty good lying on your back," Blake shrugged. She lifted her sword high over her head, aiming toward Goodwitch's shoulder. A finishing blow, but not a lethal one. Unfortunately. "Get it? It's a joke about how you're a—"

Blake plunged her weapon toward the ground, but something unexpected happened. Goodwitch pointed her wand at the floor beneath her. A glyph—octagonal and laced with symbols of unknown origin—materialized beneath the Professor. Blake's sword approached Goodwitch's face… and then, she was gone. Just gone. Sunk into the floor. The sword clanged off the metal floor, and Blake jerked forward in confusion.

What the—

She didn't notice the other glyph appearing behind her until it was too late. Goodwitch sprung out of the floor, corkscrewing her body in the air, with as much power as she could muster, she kicked Blake hard in the side of the head. She instantly lost hearing in her right ear, and everything became clogged and damp. She stumbled forward, trying to catch her balance, and when she recovered enough to turn around, she saw no one in sight. No markings on the ground. No trace of Goodwitch. Blake clutched her right ear. "Wait, how did you—"

Another blow hit her—a rising knee directly to her midsection. Goodwitch leaped out of the floor right in front of her, and the impact was swift. She vanished just as soon as she arrived, rolling through the air and sinking into another glyph on the floor. Blake raised her weapons to defend herself, trying to shake off the pain in her gut. Attacking from the shadows? That was her move. This bitch was actually stealing her moves. How the hell was she stealing her—

Blake was swept off her feet from a kick to her shin, and she fell face-first into a charred stain on the tiled floor. She groaned, picking herself off the floor, only to feel a boot stomp into her spine, pushing her back down. Face smushed against the metal ground, she hissed under her breath.

"You can shift through solid objects? I thought your Semblance was—"

A glyph materialized directly beneath Blake's nose, and a single fist shot out from the floor directly into Blake's face. Blake's head snapped back, and as she pawed at her face to feel for a broken nose, the hand flipped her off, shoving its obscenity as close to her vision as possible. Blake growled and snatched at the finger, hoping to break it. The hand slipped back beneath the ground before she could touch it, and immediately she felt another boot slam down against her spine, sending a rush of pain through her back and up into her neck. Blake looked up to see Goodwitch hovering over her. One of her hands was still behind her back.

"I told you—you have no idea how fucked you are."

Blake's eyes went wide. Wait, her hand wasn't behind her back was it—"

The glyph reappeared beneath her, and Goodwitch's hand emerged, grabbing a fistful of Blake's hair and pulling her face first into the ground. It pushed her up and smashed her face in again, and then twice more for good measure, all as Goodwitch pressed down on her spine from above. When Goodwitch felt satisfied, she released the pressure from Blake's back, only for her hand to take over. Guided by an unseen force, the hand started gliding across the battlefield, and Blake became dragged behind it as it skated across the terrain. Blake redirected as much Aura as she could to her face, but it didn't feel any better as her cheek grinded against the metal floor. She clawed at the hand, digging her nails into its palm, but only after too many long seconds did it finally release her and disappear back into the floor.

Blake hissed in searing pain. Her cheek was red and badly scraped, but she muscled up back to her feet and tried to push down the grievances. It wasn't serious. Just a flesh wound. But holy fuck did that not feel good.

"Oh no. And you had a face made for tv, too."

Goodwitch's words were biting but filled with more confidence than before. Blake turned to face her; the bitch was holding out her opposite hand, wiggling her fingers and scattering a few pulled strands of dark black hair to the wind. Blake didn't get it. She admittedly didn't know much about Goodwitch going into Beacon, but she thought she understood her opponent well enough. Energy constructs were one thing, but phasing through the floor, separating her hand from her body using glyphs. It raised a very important question.

"Hey!" Blake shouted. "What the hell is your Semblance supposed to be?"

"My Semblance?" Goodwitch said curiously. A crooked smile crossed her features. She waved her wand a few times, and her entire body started to shimmer. To Blake's shock and horror, her features started to split. Two eyes phased into four, and two heads peeled apart, and tangled limbs pushed and separated themselves, untangling a web of organs and tendons. To an audible gasp from the audience, one Glynda Goodwitch became two: a perfect, radiant pair, mirroring each other's movements perfectly. Each equally sadistic and single-minded, they laughed in deranged delight at Blake's confusion. The two Goodwitches held out their wands, and placed their mirrored, opposite hands behind their backs. "Our Semblance is whatever the fuck we want it to be."

Blake didn't have a clever comeback for that. That did not make sense. That was obviously wrong. But Goodwitch didn't make sense. She never made sense. Fuck it, it wasn't about making sense. So Goodwitch could clone herself now. Okay, she would have to deal with it. This fight wasn't even about her. This fight was about buying time. How much time was left?

Blake looked up at the giant clock above the arena. It read quite clearly.

7:58

Fuck.

Up in the viewing booth, Ozpin watched with worry. He was sure of it now: Goodwitch was going to kill Blake. Not in a good, silent way, but in a very loud, horrific, impossible-to-cover-up way. He was not a religious man, but if there was something watching over him, he hoped that it would stay Goodwitch's hand… and least long enough until the cameras stopped rolling. His worry consumed him, so much that he didn't notice Ironwood muttering something under his breath… nor did he notice Blake's constant watching off the clock… nor would he notice—for why would he notice in the commotion—that Ruby Rose was no longer in the audience…


"Ironwood's office is undergoing repairs," Ruby explained to her team. They huddled around her on the floor of their dorm. It was past midnight, but their focus was sharp. "Not only that, but since Team JJWL broke in, Ironwood is going to redirect security forces toward his wing of the Academy. With that and the increased focus on protecting the press, almost none of that staff will be left for the rest of the Academy—including Ozpin's office."

"There are three cameras here, here and here," Blake explained, pointing to her pictures she took on her Scroll. "See the angle they're pointed at? Your Semblance can get you right over them and you'll never be spotted. And if you cause a distraction here, you can sneak right past any guards blocking your way. Use this pin to unlock—don't forget it because you will be standing there like an idiot and they'll catch you. Do your business there, then, assuming his office has a window, which I assume it does because that dick loves his giant-ass windows… easy. Slip out, around the Academy walls, and you're gone."

Ruby laughed nervously. "Yeah… easy."

Weiss hugged herself uneasily. "Are you sure this is a good idea? We already have the Fund set up. Do we really need to take any more risks?"

"The Fund will only work if he shows up," Ruby reminded her. "Do you trust him to arrive before the day's over?"

Weiss sighed. "No."

"Then we need something in case Ozpin tries to act on his threats," Ruby explained. "I'll be careful, I promise. It's just a little breaking and entering. How hard can it be?"

Blake seemed apologetic. "Look, I would do it, but I have to be the distraction."

"You know, I could fight Goodwitch instead," Yang suggested. "I have a score to settle with her, too."

"I appreciate that, but she's not going to agree to fight unless it's me," Blake stated. "And it has to be her to keep Oz and Ironwood focused on something."

"Plus, you're the only one annoying enough to keep her off-guard," Weiss stated.

"That is also true."

"Okay, then… save some of her for me for next time," Yang asked.

"Oh, don't worry. I'm just going to piss her off," Blake claimed. "Actually, I have this great idea for an opening attack…"


The halls of Atlas Academy had been emptied out. None but only the occasional unlucky security guard remained. That, and the flying swirl of rose petals high in the Academy's ceiling, far out of view. Up above where the security cameras would find her, it flew with great speed, rounding every corner, undeterred and determined to reach its destination as soon as possible. After all, she didn't have a lot of time.

Ruby flew as fast as she could. In her pockets were tools of Blake's design. An electric lockpick for the door. A flash drive, wired to steal whatever documents she needed from Ozpin's computer. And, her greatest gift: four listening devices, the same ones that were originally planted within her dorm, rewired to send their signal straight to her Scroll. Ironwood had tried to threaten them, imprison them in a flying hell, use them and steal what they were. In doing so, he gave them the missing pieces of the puzzle. Motive. Tools. And now, a weakness. By the end of the day, either she would have bested the Atlasian, or her family—all of their families—would die by his hand.

She had eight minutes.

Time to make them count.