A/N: Just wanted to say thanks to everyone who informed me of all the mistakes! It's seems when I ported the word document to the FanFic app it created some errors, I think I fixed all of them, but if anyone spots some again please just let me know and I'll fix em.


Looking out over the destroyed city below from her spot on top of a burning building, Raven frowned as she looked out at the city, smoke and flames filling the city. From up here she could all see the hell that had overrun the city. It was like an apocalypse movie had suddenly come true.

Raising her scroll to her face the woman hit speed dial. It rang once, twice before the line finally clicked and picked up, "Vernal. Tell our people to pack their shit, we're getting the hell out of Vale." The woman snarled out as she looked out at the burning city, a frown on her face, as Vernal spoke through the receiver.

"Wait...What?!" the woman exclaimed, as she stared at the scroll with shock on her face, "B...but you told us we needed to lay low, that this was a perfect place to keep us safe and hidden!"

"Don't argue." The Branwen tribe leader ordered sternly, cutting Vernal off before she could say any more, "Gather everyone and make sure they are prepared to leave... Understood?" she ordered firmly as she watched a swarm of monsters come through the burning streets.

Vernal was quiet on the other side of the line, a moment of silence, "Right...got it, we'll pack up and be ready to leave..." the young woman said.

"Good." The raven-haired woman responded. She quickly hung up and slipped her scroll back into her pocket as she looked down towards the creatures, her crimson red eyes narrowed in on them as they made their way out into the Emerald forest.

She had watched it all from the very beginning, from the initial crash and outbreak of chaos to the slow collapse of order as the creatures overwhelmed the city. Watching. Studying. Learning.

And when it was all said and done Raven had come to one conclusion, run. She needed to get her people as far from Vale as possible, as quickly as possible. She'd seen enough in that city to know not long from now, all of Vale would be like the streets below, deserted, with nothing but monstrosities and walking corpses roaming the empty streets.

If the creatures got to Mistral or even Atlas... they might never have a chance of stopping it... And it wouldn't matter what anyone did, no kingdom would survive. They'd all fall, like Vale. And from there... who knew how far it could spread?

Portal opening Raven turned on her heel as she quickly walked through her exit. She needed to run but first, she needed to pick up a few things before she could get moving.


Sliding open her closet door Weiss frantically began pulling out articles of clothing and tossing them on the bed, "I'll take this, and this, and this." The white-haired heiress muttered to herself.

"And that and this...no I don't need that..." she continued, picking and choosing various pieces of clothing from her wardrobe to take with her. Evacuation had been ordered throughout Beacon for the civilians and students that were within. It's just... Weiss couldn't believe that everything was falling apart this quickly.

Stuffing a few accessories into her bag the heiress quickly made sure her bags were closed tightly and reached down towards her Myrtenaster, holding her weapon firmly and quickly stuffing her dust cartridges in her pockets as she spun on her heels, "Huh, you guys aren't packing?" The heiress asked, staring at the rest of her team who were gathered around the door.

Blake frowned, gripping the sheath of Gambol Shroud at her side. "I'm sure I can find some books wherever we're going," Blake responded simply with a shrug.

Yang however didn't look all too pleased about the evacuation at all. She looked at Weiss, her arms crossed. "I've got nothing worth taking."

Ruby's eyes downcast the young girl gave Zwei a tight squeeze, "I...I have everything I need." she mumbled to her friends as she gave Zwei another squeeze and looked to Weiss, a forced smile on her face, "Well...shouldn't we get going, then? The others are probably waiting for us..." she mumbled.

"Right...yeah let's get moving..." Yang replied as she made her way over to Ruby, grabbing the younger girl's shoulder as she gave it a comforting squeeze. The group looked at each other and gave a nod in understanding as Weiss reached over and opened the door to the dorm room.

Stepping out into the hallway, Jaune and Pyrrha stood, each with a backpack and weapon strapped to their back. Jaune noticeably carrying an extra pack in his hand.

"You guys packed pretty quick..." Yang commented.

The redheaded Amazon of Beacon smiled. "You can thank Jaune for that," she commented with a smile as she nodded in the direction of the blond boy who weakly smiled, "We even packed a bag for Nora..." Pyrrha stated, a frown on her face as Jaune spoke up.

"We're gonna go pick her up from the infirmary, first. So you guys go on ahead... We'll catch up." Jaune said with a sigh, as he gripped Nora's backpack tightly, a frown on his face as Pyrrha stepped beside him.

Ruby looked at them with worry before forcing a smile onto her face, "Right! Well we'll see you there." the team leader responded as she pushed past Yang and made her way down the hallway.

Yang looked at Jaune with worry, the man just looking down as she passed him, Pyrrha waving and wishing them goodbye. As Team RWBY made their way out of the dormitory building Jaune let out a sigh and Pyrrha squeezed his shoulder as he looked up to the Amazon. "C'mon Jaune. We should go..."


A Paladin stomped down the path as a group of Atlesian Knights flanked its side, the group slowly making their way to take perch against one of the walls that surrounded the campus of Beacon Academy. A dropship flew overhead, followed by several gunships as the sky filled with the aircraft as they patrolled over the academy.

"Things are picking up quickly around here, huh?" Mercury asked as he looked towards Emerald and Cinder. The three were sitting on one of the benches along the campus' central garden, watching the dropships come and go, people scrambling as they boarded the ships as fast as they could, "Should we be moving, as well?" The grey-haired teen asked as he watched Cinder casually flip the page to a magazine.

The woman hummed, before replying with a simple, "Not yet." She flipped the page to another one.

"But if we don't get a ship, how will we get out of here?" Emerald questioned, a bit of fear creeping into her voice, "Those things have taken over the city... If this place is next on their list we could get overrun just as quickly." she pointed out a hint of worry in her tone.

"We'll be fine." The amber-eyed woman replied. Emerald's eyes narrowed at this as she opened her mouth to retort, only to be silenced by the sharp glare from Cinder, a look that silenced the woman's worries immediately. Cinder closed the magazine, before leaning back in her seat.

"All we need to do now...is wait." she stated."And when it's time you both need to make sure no one gets in the way." Cinder responded, looking down to her lap and back to her partners with a grin on her face."It's not going to be long, now.


"I've contacted the other Kingdoms and told them about the outbreaks." Ironwood rubbed his eyes. "I've made it very clear what's down here in Vale. And what to look out for, so at the very least, they know what's coming. The people should have at least some kind of warning when they come."

With no response, the general looked towards Ozpin with concern, "Oz? Are you all right?"

The headmaster's gaze remained locked on the Atlas flagship as drop ships rose into the air and sped toward the floating fortress. "Yes... Yes... Of course. I was just thinking." Ozpin gave Ironwood a quick look and then returned his gaze to the window, the ships vanishing from view. "This was an... Unexpected turn of events. It has been a long, long time since anything has shaken me quite like this." The man took a sip from his coffee, "Are the reports truly accurate James? Are those monsters really..." Ozpin paused.

Ironwood frowned as he looked at the old wizard. He was too busy to go through all of the reports but he'd seen a few of them and had them verified by his people, there was no doubt, the creatures were coming here for Beacon, "They are...And they're getting closer... I have my people putting up whatever defense they can... but Oz. We need to evacuate, the city is lost, and if we don't act fast, then so will Beacon..." Ironwood pointed out, as he watched as more and more drop ships ascended from Beacon Academy's landing pads.

"We must do whatever we can to protect the academy," Ozpin commented firmly.

The general gave him a serious look. "And we will. But there's no point in giving people a false sense of hope that we'll hold the line here." The man rubbed the back of his neck. "Better to move out all these civilians now, and get them out of harm's way before we're overrun." He placed a hand on Ozpin's shoulder.

Ozpin shook his head. "First the city and now these poor souls must run from what was promised to be a safe haven. They deserve better..."

"Yes, they do..." Ironwood agreed, "but now we need to look out for them and make sure they live long enough to have a chance of living out the rest of their days, even if it's not in Vale or in a Kingdom." The General explained to the old Wizard.

The two men shared a look before the headmaster took a deep breath, and sighed, "Glynda should almost be done with the repairs to the CTT when she arrives...we can discuss further measures...for now...I just hope we have enough time to evacuate everyone." the older man spoke up.

"Right." The general replied simply before he turned and began to walk out, pausing as he stood at the doors, the man glanced over his shoulder towards Ozpin, "I'm going to be overseeing the evacuation personally. The fleet will be taking most of these people to Atlas."

"Thank you, James."

With a simple nod, Ironwood quickly walked out, leaving the Wizard to his thoughts as he watched the airships fly off. The older man sighed, turning away from the window. "Things can always get worse..." he thought aloud, as he looked at his mug with a frown, before making his way down towards his office to await the arrival of Glynda.


"Nora?..." Jaune muttered as he and Pyrrha stood by her bedside, as Nora continued to look straight ahead, eyes vacant, unresponsive, a look that had not changed since her return to Beacon. Jaune swallowed down the lump in his throat as he knelt down, placing a hand on hers. "We have to go Nora... So let's pack up, okay? You, me, and the others." His words fell on deaf ears as he reached into the pack, and took out her hammer and gingerly placed it beside her.

"Ren?" The Valkyrie called out as her eyes stayed fixated on the door ahead, a single tear rolling down her cheek.

"Nora," Jaune whispered, squeezing her hand softly. Pyrrha knelt beside the blond teen and placed a hand on his shoulder.

"We're right here Nora." The Amazon reassured her as Jaune wiped the tears away from Nora's face. "We're here for you..." she whispered.

Nora turned and looked to the Amazon with an empty expression on her face before she gripped the hammer by her side. "Ren," she repeated in a whisper, eyes locking on to the Amazon as Pyrrha simply gave Nora a soft smile in reply, squeezing her hand in comfort as Jaune swallowed down the lump in his throat and tried not to break down in front of his team.

Commotion on the other side of the infirmary drew Jaune and Pyrrha's attention away from the vacant Nora. A few nurses and orderlies had gathered around a patient's bed, talking and shouting, as chest compressions were being done, while the nurse yelled at the patient. "His vitals are crashing...He needs the defibrillator!"

Before a defibrillator could even be brought to them the patient had already passed on, leaving the crowd standing there defeated as the nurses stepped back, "We did everything we could... Wheel him to the morgue with the rest of the dead." a nurse said solemnly as another orderly stepped up and moved to wheel the body away.

"The rest of you get the injured to the loading zone!" she ordered as she pointed down the hallway. "Now! Hurry!" she yelled out as the other nurses scrambled and rushed to move the patients as fast as they could to the ships, a frown on Jaune's face as he looked down at the poor civilian who was wheeled away.

As he passed Jaune watched as the nurse began to bark out more orders, the woman trying her best to keep the rest of her patients and nurses as calm as she could, "Come on Nora. We have to go. You've gotta get up." He looked back at his comatose friend. He wanted so badly to be able to tell her Ren was fine. But he couldn't.

Looking at Pyrrha, they both nodded in silent understanding as they each took hold of one of the girl's hands and gently helped her to her feet. The Amazon spoke quietly. "Come on Nora, it's time to go." Pyrrha gently guided the girl out of the infirmary.

As the three went one way the fallen civilian was wheeled another, no one catching the slight twitch of a hand from the corpse as the body was wheeled by.


For the third straight time her call went straight to voicemail, and Yang just grumbled in frustration before finally hanging up the call. She wanted so badly to hear her dad's voice, but all she was getting was his voicemail, and her frustrations and worries were just growing the longer she waited. She couldn't shake this feeling in her gut that something bad had happened. Eyeing her sister who also looked at

her scroll with a look of frustration the older sister sighed "No luck with Uncle Qrow?" Yang asked the young girl who simply sighed and looked at her sister.

"None..." Ruby said quietly.

The group was at a small intersection of pathways on campus, jam-packed with other people all making their way to the loading docks, some with bags, others just having brought nothing but themselves.

"I'm sure they're both alright, guys. I bet they just have their hands full and aren't paying attention to their phones." Blake suggested, looking over to her two teammates and then to the crowds that filled the walkway, trying to spot if Jaune and Pyrrha were nearby.

"Yes...they probably just don't have a free hand right now." Weiss agreed. Standing on her tiptoes to scan the crowds as best she could to try to find Neptune and Sun who they had split off from not that long ago.

"But what if they're not?!" Ruby exclaimed, causing everyone to turn towards the younger girl, her silver eyes looked like they were close to watering up at the thought of losing her father and Uncle Qrow to this hell. "What if whatever's happening here already made it to Patch or they were in the middle of something and had to run for it or what if-."

Yang quickly pulled Ruby into a tight embrace, silencing the girl as her body went limp in her older sister's hold, "They're gonna be fine..." she whispered softly. "Don't think about those what-ifs right now. Dad is a pro-huntsman, and so is Qrow, they're fine Ruby."

Blake placed a hand on Yang's shoulder. "She's right Ruby." Blake assured the young girl, "Just have-" Blake paused mid-sentence, her feline ears twitching. She gazed around them, ears turning and rotating. "You hear that?" she asked her teammates, the group going silent, straining their ears, as Ruby quickly turned and looked around.

"No. What do you hear?" The Heiress inquired.

Blake continued to gaze around the area, eyes narrowed in focus. "It...sounds like rumbling..." Blake murmured as she scanned the area for the source, a frown forming on her face. "I can't tell which way it's coming from..." she muttered out as she turned on her heel to scan behind her.

The others shared a glance with one another as they did their best to listen, ears straining, all of them hearing nothing. "You think it's just from all these ships?" Weiss asked, looking up at the airships above, flying around in patrol patterns over Beacon, drop ships going from the academy's landing pads to the airships above and back.

"I don't think that's what this is.." Blake commented. Before her bow ceased

fidgeting, "Whatever it was, it stopped." She continued, turning her focus to Ruby, Weiss, and Yang.

The blond girl just gave the feline faunus a raised eyebrow "Maybe it was your ears messing with you..." Yang replied with a shrug as the feline faunus just frowned and crossed her arms.

"My hearing is perfect, thank you very much." The Faunus retorted, before going back to listening for anything strange. "And I don't know if that was from the ships or not. It sounded...off. Not right."

"Well just keep an eye out for now," Yang suggested, a sigh from her friend.

"Right..." Blake replied simply.


"How are our defenses coming?" Ironwood asked, his eyes focusing on a tablet as he made his way through the halls of Beacon, an Atlesian officer walking behind him.

The man's gaze locked onto his scroll for a moment, before replying, "We have squads set up at all possible points of entry. Our main concern right now is the west wall and the forest. Grimm are still pouring out of the Emerald Forest, sir."

"Then get a few gunships to take care of that," Ironwood replied simply. "The last thing we need are Grimm during all this." He tapped a few icons on his tablet, before slipping it into his inner coat pocket and turning down a hallway, the officer following closely behind. "Any signs of those infected?" he asked.

The officer nodded. "None so far. The main horde is projected to reach Beacon within the next hour. Evacuation efforts will be fully completed long before that."

"Good, but still..." The general frowned, "Better to err on the side of caution." He tapped his earpiece, connecting to the command center, "General Ironwood to command." He paused to allow the call to connect. "ETA on the last drop ships from the city?" He inquired as the two of them walked.

"Thirty minutes." The reply came over his earpiece.

"Damn." The general frowned. "Very well... As soon as they arrive have them return to the ships."

"Yes sir, General. They've been informed of your orders." The man on the other line stated.

Ironwood gave a nod in satisfaction, before looking over his shoulder. "Good man." He ended the transmission before turning back to his officer. "Let the Huntsmen on the walls know what's happening." Ironwood paused to allow the officer to pass on his orders.

"Right away sir." The man stated as he reached down to his scroll, typing out the orders as they made their way to the exit that led outside and into Beacon courtyard, where a few drop ships were preparing for take-off to return to the ships.

"We can do this." He spoke under his breath, trying to reassure himself that Beacon would stand and that the Academy would hold out against the infected horde that was soon to come.


"Neptune, Sun! Over here!" Weiss called out to the pair, as she and her team waved them over, the two boys quickly rushing over, bags over their shoulders. "How'd the search go?... You guys find your team?"

"Yeah they made it out, and are already onboard the airships..." Neptune sighed as he looked down at the heiress, a frown on his face. "They made it out safe, so that's good." The teal-haired teen spoke up as he looked towards the rest of team RWBY.

Shifting her bag Weiss stepped towards Neptune, reaching a hand out and resting it on his arm, giving him a smile of comfort. "That's great news Neptune, and I'm very happy they're safe and sound. It's the only good news we could hope for, all things considered."

The boy smiled. "Yeah..." He nodded in agreement, giving a small chuckle, before reaching down and wrapping Weiss in a hug.

"Get a room." Yang snarked.

Blushing, the heiress looked back at Yang with a glare, "S-Shut up." she mumbled with a pout as Neptune let her go with a laugh. "Hmph!" Weiss turned her nose up in the air, causing a grin to form on Sun's face as the heiress crossed her arms, "You all just be quiet!" Weiss replied, a smirk forming on Yang's lips as Blake let out a chuckle before going ramrod straight, eyes narrowed in focus, the others freezing in their place as Blake began to slowly spin around, eyes darting around their surroundings, the noise once more getting to her as everyone stared at her, "Blake...?" Weiss called out, her teammates and friends turning their eyes to the feline faunus.

"There!... There it is again...Sun you hear that, right?" Blake asked as she turned to her fellow faunus, her feline ears perked and listening for the source, the boy listening with narrowed eyes.

"My hearing isn't as good as yours, but it's definitely there... it sounds like..." The Monkey boy trailed off as he turned his eyes up to the airships.

Yang turned to follow the pair's eyes to the airships, a frown forming on her face "Like what?"

"Like...earth shifting..." Sun mumbled as the group began to look around the campus, Blake's eyes darting between the buildings that lined the walkways.

"The hell do you mean 'earth shifting'?" Weiss inquired, brow furrowing in confusion as Blake's feline ears twitched and moved on their own as she tried to pinpoint the sound, while her human ones stayed still on her head as the Faunus tried to listen for the source.

"Like...the ground shaking..." The girl paused, her bow shifting and twitching once again."It's faint...but...there..." The feline faunus paused, before her ears and bow perked up, "It's stopped..."

The rest of team RWBY gave Blake a look of confusion, as Yang looked around, the girl still seeing and hearing nothing out of the ordinary "Alright...Well. What now? Just wait to hear it again?"

"No. Hopefully, whatever it is we'll be long gone from here by the time it starts back up again." Ruby stated as she gripped Crescent Rose's sheath, looking up at the airships, before looking back at her sister with worry in her silver eyes, "Let's just get on one of the ships, okay? I really don't want to be here if this place is going to end up like Vale..."

"Yeah. I'd have to agree with the little leader." Neptune stated, "This place is freaking me out.." he muttered, as he and Sun both shifted the packs on their shoulders.

Looking towards her sister with concern, Yang could see how scared Ruby was, even if she didn't voice it. "Yeah, let's just go, and we can meet up with Jaune and the others..." Yang muttered in response.

Weiss looked up towards one of the nearby dropships as it passed over their heads and began to ascend to an Atlesian airship in the distance. "Agreed... The sooner we can leave this place the better..." Weiss said in a soft voice as she and the group began to shuffle forward, following the flow of students as they all slowly made their way to the loading docks.


"James," Ozpin called out as he slowly made his way to the Atlas general who stood overlooking Beacon Academy. "Anything of note?" he asked.

Ironwood shook his head, frowning as he continued to scan the grounds of Beacon with his eyes. "No. It's quiet for the most part. My men haven't been able to report anything new to me since my last check-in with them."

"A calm before the storm. Perhaps." The headmaster muttered as he looked at the walls with worry. He knew they had no way of keeping these things out of the Academy for long. "The men?"

"The walls have been fortified. A few teams are working on a last-ditch effort to shore up the walls. But they'll be finished soon." Ironwood turned and faced Ozpin. "Hopefully we have enough time before..." The man trailed off. "Are the repairs finished?" he inquired.

Ozpin gestured to the communications tower, standing tall and strong, the shattered pieces of glass and metal that had previously covered the courtyard were slowly being floated back into place and mended, "Glynda's just about finished up there. It shouldn't take much longer before the damage is fixed...and then..." the older man trailed off with a sigh, before turning and looking at the General. "Then, we make our final call and gather those who have decided to stay here for the inevitable storm, and... we do whatever is necessary."

The two men looked at one another and nodded. The sound of drop ship engines catching both of their attention, Ironwood quickly pulled out his scroll and gave the device a quick glance, a sigh leaving him, as he put it away. "Those were the last ships that evacuated the city..." Ironwood muttered.

Ozpin gazed out towards the skyline of Vale, a frown on his face as the dropships were coming in from the direction of the city, nine maybe ten of them approaching from the direction of Vale. "That means we don't have much longer before..." He paused and glanced up towards Beacon Tower.

Tapping his earpiece Ironwood connected to his officer "Remind those ships to skip Beacon and make their way directly to the fleet." He ordered as his eyes looked down towards Beacon's central courtyard and the main campus grounds.

"Yes sir. We'll relay the information now."

As the drop ships neared, Ozpin kept his gaze on the aircraft, he could see just when Ironwood's man began to pass on the information, as one by one the ships veered away, except for three, they stayed their course, making their way to Beacon.

The Headmaster frowned, "James?..."

"Hmm?"

Ozpin pointed out the three ships, "The dropships?"

Ironwood raised an eyebrow, tapping his earpiece, "Command...This is Ironwood. Repeat the message to those ships again." A brief silence as he listened, before his gaze darted to his scroll believing the matter to be a communications error, "Anyways Oz...I think we should begin the preparations for evacuating the Fall maiden here. She should be well enough to be moved at this point...right?"

Ozpin drowned out his friend and watched the aircraft come closer, frowning, as a cold chill ran down his spine. Something felt wrong about the approaching ships, they were different. Ozpin narrowed his eyes, watching closely, as they got closer to the campus. He recalled what the reports stated... that these things...could adapt, learn, plan. The CTT, a ship had suddenly crashed into not long ago... The pilot had a perfect record, and that ship had been reported to have been perfectly fine before the sudden crash...

And now...three ships had strayed from the path the others were told to take... Learn, adapt, and then plan. As if they gathered the knowledge from those they devoured, and used that information against their foes. If an infection wanted to spread...the best way to do that...was to cripple your opponent's ability to call for help or seek aid, isolate them, and then overwhelm.

The CTT was crucial not just for Vale... but for Remnant... The infection wasn't coming just to consume Vale or Beacon. It wanted to take over all of Remnant, it wanted to make Remnant its playground. His eyes widening Ozpin gripped the general by the shoulder, a sudden urgency in his tone, "James. Order your men to shoot those ships down! Now!" The man shouted out as the three ships made their approach over the Emerald forest that surrounded Beacon Academy.

Never hearing his friend take such an urgent tone, the man didn't question him and quickly barked out the order, "All units take those ships down now! Now!" The general ordered over the radio as every soldier, knight, and Atlesian drone

in the vicinity quickly brought their weapons to bear.

Civilians and students alike ducked for cover, screaming and dashing to get to the nearest safe spot, as gunfire shot overhead as the drones and soldiers fired upon the ships, missiles streaking through the sky as Ironwood watched, his heart in his throat, as the aircrafts made their approach to Beacon.

Having been found out, the three dropships began evasive maneuvers and swerved about to avoid being shot down by the soldiers and Atlesian robots that lined the walls, bullets peppering the airship, and denting their armor as they avoided the fire as best they could.

"Get me some gunships to blow those things to pieces now! Hurry!" Ironwood ordered as the ships got closer and closer to the campus. "Come on!" The general growled out.

Nearing the tower Ironwood watched the aircraft swerve about, a wing of gunships arriving on the scene. Ironwood pointed at the three aircraft as the gunships fired upon them.

One ship's right wing was blasted apart, but maintained its speed and course, another took a missile head-on and went down in a blaze of fire and flames that rained down on the ground.

But one aircraft...It evaded every bullet, missile, and bomb that was aimed at it. It moved in a way that was just...wrong to watch, it weaved and dodged around like it was a fighter jet in an aerial dogfight.

Tapping his scroll Ozpin quickly connected to Glynda, the teacher still working on the CTT as the woman responded in a professional tone. "Headmaster?"

"Glynda get out of there!" He shouted in warning as his eyes stayed fixated on the two ships that continued to weave about in the air.

His warning was too late. First, the ship with the clipped wing went down, slamming into the side of the tower with an explosion, undoing the work Glynda had down, before the second crashed right into the structure itself, and exploded on impact. The building began to collapse, metal groaning and grinding against each other. The whole building swayed in its foundation, the upper half slowly beginning to fall...as Ironwood's eyes widened and Ozpin froze, watching with horror, as Glynda went with the CTT.

"N...No..." The Headmaster whispered as the CTT slowly fell to the ground in a thunderous crash that shook Beacon Academy to its foundations, dust, and debris going up in a large cloud that engulfed the tower and the grounds beneath it, as Ironwood's mouth hung open with horror and shock at what had just happened.

Ear pierce and scroll erupted with activity and calls of distress from soldiers who had been in the courtyard at the time of the tower's collapse and the screaming and cries for help from civilians and students who were in the same area as the downed tower.

And just as quickly as the calls for help came, they suddenly ended with gunshots and screaming. Ironwood stared in shock for a moment, before the ringing of a call from one of his officers caught his attention.

"Sir! The left wing! Those things are here! The left-wing has been compromised!"

Ironwood's mouth went dry as the soldier screamed into the mic, "What?! What do you mean the left wing's been compromised?! What the hell happened out there?!"

The sounds of screaming, gunfire, and screeches erupted through the scroll's speakers before the man's line went silent.

"This...No.."Ironwood was cut off by the sudden screeching of alarms coming from the Academy, "Shit..." he muttered. "No. No. No. NO!"

Gazing up at the ruined tower that now laid in pieces on the ground Ozpin shook his head, Glynda...she'd... She was gone, along with the tower. Now the only means of contacting anyone outside of Beacon...was gone. The message of the school's left-wing being compromised rang out, and the headmaster shook his head as he gripped his cane tightly. "The morgue... That's where we made a makeshift morgue..." he mumbled in a low tone.

Both men began making their way quickly towards the central campus, Ironwood cursing under his breath as he followed in the old wizard's shadow, "The morgue!? We hadn't received any reports of people infected with this sickness from the hospital, how could the infected be in the morgue?! That doesn't make sense Oz!"

"I know, but something tells me these infected don't make any sense." The older man said in a low voice."Perhaps this infection isn't just transmitted through bite...maybe it's through blood contact...maybe..." Ozpin trailed off with a frown as the two began to dash up the stairs that would lead them to the main campus, a growing sense of dread in his gut.


The sound of the tower collapsing and screams in the distance caused Cinder to throw her magazine aside, rising to her feet she nonchalantly looked towards the courtyard, eyes watching as a few drop ships descended, before her ears picked up the cries and screams from the students as the alarms went off.

"It's time to get a move on, my friends..." The woman muttered out, her two cohorts standing by her side as the group made their way quickly down the hall toward their destination.


"Jaune!" Pyrrha called out to her team leader as Jaune raised his shield, as one of the infected smashed itself into the Arc's defense, as it reached for him with a snarl. The Amazon brought Miló around, impaling the infected and slashing upwards, bisecting the beast in half and ending its existence.

"Thank you, Pyrrha..." he replied as he looked out towards the chaos before them, as infected poured out of the make shift hospital wing.

"Where'd Nora go?! We just lost track of her!" The Amazon questioned, eyes darting around in a panic. "Jaune!"

The blond looked at the hospital and the crowds of panicked civilians and students who were trying to escape the infection as Atlesian knights and soldiers rushed in to push back the horde. "Uhh...Oh! There!" Jaune pointed out Nora who with Magnhild in hand, smashed the infected that got too close to the fleeing crowd with an angry look on her face. "She's ok!" He sighed in relief.

"Ren! You killed him!" Nora screamed as she swung her hammer wildly, smashing another infection across the jaw as the crowd she protected screamed in terror, trying to escape as more knights joined them and tried to fight off the infection.

Pyrrha shook her head, turning her gaze towards Jaune as she brought her sword back into its rifle form, eyes narrowed, "We have to stop these infected, people are getting hurt." The Amazon stated, as Jaune turned towards her, shield up and at the ready, sword gripped tightly as he looked down towards the ground and sighed, as his shoulders slumped in defeat. "Jaune." The Amazon placed a hand on his shoulder, "We have to help!" she repeated as Jaune raised his head and looked her in the eye.

"Pyrrha...I..." He paused as she gave him a determined look, he couldn't let his teammates down now.

"You are a strong man Jaune...and I know you can do this...Just have confidence in yourself. I have faith in you Jaune..." The Amazon reassured him as she gave his shoulder a squeeze and a smile.

Looking around the Amazon could see the soldiers and knights making lite progress in fighting back the infected. She nodded her head as Jaune let out a shaky breath, nodding his head, "Alright...Alright. Let's do this!" The Amazon grinned before rushing ahead and began to attack the infected, Jaune quickly following with his own sword drawn and at the ready as Nora continued to smash the infected around her, eyes roaming for more victims.


"What's going on?! I can't see what's going on out there!" Yang shouted over the sirens as the group tried to make their way out of the campus.

Ruby shook her head, as the alarms continued to ring out around them. Panicked people bumping and brushing against the group, the sound of gunfire, the cries of pain, and the smell of blood, dust, and smoke permeated the air. It was all too much for her to handle, her brain just felt overwhelmed by everything, all the senses assaulting her, causing the poor girl's vision to go hazy as her eyes began to tear up and she stumbled.

The poor girl would have collapsed onto the ground, if not for Weiss, who caught the red reaper and held her in her arms. "Ruby." The Heiress muttered with concern as Ruby's head swayed side to side, as her sister stopped, Blake and Sun freezing in their tracks.

"Sorry Weiss...I...just..." She took in a breath as her body began to shake, and her eyes closed shut, trying to calm her breathing. "Everything is just..." She took in a shaky breath. "Too much..."

Yang walked back to the two and knelt down, resting a hand on her shoulder as her eyes scanned her little sister. "We'll be out of here soon enough Rubes, we just gotta make it to the landing pads."

Weiss looked up and saw the masses of people who were trying to flee for their lives, pushing, shoving, fighting, and trampling over each other to try to make it to the docks where they would be taken away to safety. "How the hell are we going to get through all that..." she mumbled, frowning as her eyes looked back to Ruby who looked on the verge of a breakdown.

Sun placed a hand on the heiress' shoulder. "We're going to get through that one person at a time." The monkey boy declared. "Come on, just keep calm, Ruby, Yang. You can do this."

Looking at each other, Weiss and Yang both gave Ruby a look of concern before the heiress gave the red girl's shoulder a gentle squeeze, "Come on, Ruby." she mumbled.

Nodding Yang slowly helped the girl up to her feet as she began to breathe in and out slowly, as her eyes opened. "I'm good..." she mumbled with a weak smile.

Yang nodded before glancing over her shoulder, eyes turning lilac as she glared at the crowd of people. "Then let's get a move on..."

As the group began to shuffle forward, making their way through the crowds, Ruby's eyes looked around, people shoving each other aside, the sheer panic in people's voices made Ruby want to cry, people screaming and wailing as they rushed towards safety. She couldn't take much more of this, it was just...

"Hey, watch it!" she heard Sun call out, as someone bumped into Blake, who looked just as distraught as Ruby felt.

"Just watch where you're going! Just cause we're running for our lives doesn't give you the excuse to be a jackass!" Weiss called out as they finally began to make progress, Sun, Neptune, and Blake taking the lead.

Then it happened.

Blake and Sun heard it. They knew this sound, the two had gotten used to it the last hour, the earth shifting and shaking, but now it was getting stronger, louder, and more powerful than before, the ground rumbling.

"W-What now?! Is this what you've been hearing before?!" Yang asked, her lilac eyes glancing between Blake and Sun, the two faunus both frowning and looking around in an attempt to locate the source, but found themselves unable to pinpoint its location, as the ground shook beneath their feet.

Blake scowled as her ears began to move about in search of the sound, but the chaos and panic from the civilians around them made it almost impossible for the two to pick up on anything. "It's close, Yang... I don't know where, but..." The ground shook more, almost knocking them all to their knees as the screams and panic only increased.

"My bag!" Weiss cried out as a panicked person pushed into her, dropping her bag from her hands as the crowd ran around her, "Wait! No!" The heiress cried out, her arms outstretched in an attempt to reach out to grab her belonging but was swept up in the current of bodies rushing and trying to escape.

"Don't worry Snow angel! I got this!" Neptune called out as he went back through the crowds in search of Weiss' bag. "You can trust me!"

"No wait! Don't Neptune!" The heiress tried to call out but he was already too far away as she was swept away and pushed back into Ruby and Yang by the panicking and screaming crowd.

"Nep, get back here! This is nuts! You can't go off by yourself!" Sun shouted after his best friend.

Ears twitched and swiveled about as she attempted to pick out where the sound was coming from, Blake's eyes widened in shock as her eyes darted to Neptune, "Wait!" She called out, her hand reaching out towards the teal-haired boy, "Neptune, wait!" she cried out, as Yang and Sun followed Blake's gaze, as the two looked out to the courtyard.

Stumbling slightly from the ground, shaking Neptune's eyes darted about as he tried to locate Weiss' bag, as a few students and civilians began to fall around him, but he kept his balance. "Now where is...Ahh!" The boy grinned as his eyes found the bag, before dashing for it.

As he bent down and reached for the sack the ground shook harder than it ever had, causing him to lose his footing as a massive tendril shot up out of the ground in front of him. Frozen he and all those around him stopped, watching as the tentacle swirled around in the air as he slowly stood back up and watched, eyes widening in fear, "What-." Neptune didn't get the chance to finish his sentence.

In a flash, the tentacle smashed down into Neptune and those around him, crushing them all under its weight, and taking a large section of the courtyard and its surroundings with it, causing a large cloud of dust and debris to engulf the area, people and students crying out as they scrambled away from the spot Neptune once stood in.

Eyes widening in shock, Sun went to rush into the dust cloud but found Yang quickly grabbing his tail before he could take a step, stopping the monkey boy as his body froze, a shocked look on his face. "Nep! Nep no! No no no!" He began to scream as Yang wrapped her arms around him and tried to hold the boy in her arms, "Let go Yang! We have to find Neptune! Let go of me! Neptune! NEP!" Sun screeched, thrashing around and screaming out in horror and fear, eyes never leaving the massive cloud of dust that covered the spot his best friend had been standing at moments ago.

"Ne-Neptune!" Weiss croaked out, voice caught in her throat at what she had just witnessed. Eyes darting between the cloud of dust and Sun, "I-I...Ne-." Weiss couldn't even finish her sentence, as Sun screamed out once more and tried to rush into the cloud of debris, only for Blake to help Yang hold the boy down.

"No! Please! Please, please, let me go! Neptune!"

Blake frowned and gripped Sun tightly. "There's nothing we can do now..."

Zwei growled and whimpered as more of the strange appendages shot up from the ground. One even shot up from behind, sending up dirt, debris, and people into the air, blocking the path that led to the docks as bystanders began to scatter like rats, screams echoing around them.

Ruby's breath caught in her throat as the massive appendages began to twist and writhe around, slamming and smashing into anything and everything they touched, destroying Beacon, and taking lives. More appendages shot out, some rising high and falling towards the campus in a powerful smashing blow, some twisting about, some moving about as if they had a mind of their own, others rose and fell from the ground, shaking and shattering the buildings around them.

Perhaps it was the panic and terror of the situation, perhaps it was the screams from the dying, maybe it was the fact that Beacon, their home, was being ripped apart and taken over by these beasts. But whatever it was, she swore she could just make out a booming and bone-chilling laughter as the tentacles tore apart Beacon, as if this thing, this creature, was taking delight in watching as the Academy and those in it were torn asunder.

Shaking her head, Ruby held Zwei tight as he barked, the dog shaking with fear as his head turned from the tentacles and he whined."You guys we have to get out of here!"

Yang nodded. "Everyone stick together, we'll find another way out of here!" Yang yelled out as she gripped Sun by the shoulder, Blake nodding her head and helping Yang lead the boy away as the tentacles rose and fell all around them.


Sergeant Hill frowned, the sounds of hell coming from above the Vault. He turned his gaze to the other soldiers that stood around him, all of them frowning and glancing at each other.

He was about to tell them all to be at ease, when they heard the elevator descend, all eyes turning to see Ironwood exit, his eyes scanning the soldiers and nodding.

"General."

"At ease sergeant," Ironwood mumbled out as his gaze turned to the doors that led into the Vault, frowning. "Anything I should be made aware of?"

Shaking his head, "Nothing of note. Everything's been quiet, the doors are locked up tight...no one's been coming in or out..."

"The Fall maiden?" Ironwood questioned, "She's secured?"

The man nodded. "Yes sir, she's secured and sleeping right now."

"Good..."

Another rumble came from above, bringing the Hill's gaze up to the ceiling. "Sir? What's going on out there? Those tremors we felt a minute ago, what happened? The last reports from above were the infected attacking Beacon...Was that the cause?"

Ironwood's eyes turned to the Sergeant as his jaw clenched, "Nothing you should worry yourself about sergeant..."

Hill narrowed his eyes and frowned, "Sir, I think-."

But he didn't get to finish as a blade was plunged through his chest. A pained gasp left his throat as his body twitched and spasmed before his head turned to the other soldiers, the general raising an arm and gesturing to an unseen person behind him.

Eyes wide they raised their weapons as they aimed and opened fire on Ironwood, only for Mercury and Emerald to suddenly appear from thin air and attack.

Smiling as Mercury and Emerald moved to engage, the general's visage shimmered before fading, as Cinder's smug face was revealed as her amber eyes darted to the doors that led to the vault.

Mercury grinned as Emerald cut down one soldier before jumping into the air, bringing her sickle down on one man as he shot the other, bringing his weapons down on one's head, splattering their skull and brain across the metal floors.

Room clear the grey-haired boy smirked and gave Cinder a quick glance as the woman sauntered her way to the large steel doors that would lead to the vault.

Emerald wobbled on her feet slightly, using her semblance on multiple people always drained her, but the smile on Cinder's face made it all worth it, as Mercury made quick work of the two remaining soldiers with a bullet to their heads.

"Nicely done you two," Cinder said, her smug grin on her lips never faulting.

"Yeah, whatever," Mercury mumbled, as the doors opened and the trio walked into the large empty room.

"Now stay here and make sure no one or nothing disturbs me..." Cinder stated as her cohorts both frowned, the woman glaring at the two, "That was not a suggestion." she said, turning on her heel, and walking down the catwalk that led to the terminal.

Emerald watched the woman saunter off before turning to Mercury, "I really don't want to be alone down here..."

The boy shrugged his shoulders and smiled at the girl as he leaned back against one of the support pillars, "Don't worry so much Em... Just do as the boss says. Just make sure nothing bothers her..." The boy grinned and crossed his arms behind his head, "And then we can get out of this shithole."

"What if those zombies start coming down here?" the green-haired girl asked.

Mercury rolled his eyes and gave her a shrug, "Then we kill 'em..."

"I think that's easier said than done..." Emerald mumbled under her breath, eyes glancing around the large room and out into the darkness beyond.


"Watch out Oz! Down!" The general shouted as a massive tendril swiped a gunship flying overhead, sending the craft crashing down to the ground. Ironwood let out a grunt, as the two men dived into the cafeteria and quickly rose to their feet. "You okay?!" He shouted.

Ozpin nodded and brushed himself off. "Yes! I'm fine! You?"

"I'm fine!" the general barked, eyes glancing up as two more gunships flew overhead, "Just great... " the man muttered, as the two men watched in horror as one of the tendrils smashed into one of the gunships, knocking the aircraft into a spiral and crashing it into the other one.

"Those... things...infection forms are falling off those damn tendrils like snow off a tree...We have to find a way to stop those damn tentacles!" Ironwood shouted, the two men backing into a hallway, the sound of more gunfire echoing down the corridors, "Oz. We can't stay down here too much longer!"

The two men rounded the corner and headed to a large metal door. "We need to get to the Fall maiden! We can't leave her here!"

Tapping his earpiece, Ironwood shouted out into it as they passed by another group of students, "I want every other man who's on the wall to head inward! Push these damn things back as hard as you can!" He barked as they made it to the courtyard, "Just do what you can! Push the infected back! That's all we can do now! Just try to push them back!"

Nodding, the two men exited the building and quickly made their way into the courtyard, ducking behind an overturned Paladin as another tendril fell, crushing a small building as they went. Ozpin let out a sigh, his hands gripping his cane as he frowned at the state of his academy, eyes taking in the destroyed buildings, and the flames that seemed to consume them, the dead and the infected that roamed the grounds.

The Atlesian knights and soldiers who still stood fighting against the infected that roamed the courtyard, the screams and cries for help from students that had been cut off, and were surrounded by the infection as they fought for their lives. "Beacon is doomed, James..." He muttered, eyes locking on the burning communications tower, Glynda..."

The general let out a sigh. "I'm sorry Ozpin. But I don't think we have much of a choice." He frowned. "Once we secure the Fall Maiden we'll need to leave with her immediately. This place is falling apart. It's going to collapse in on itself." He watched as another tendril shot up and into a building.

"Yes... I believe you're right...Come, James. Let's find Amber."

As they began to run once again, the two men rounded another building only to stop, both letting out a curse under their breaths as the sound of screeching filled their ears, their eyes falling to a horde of infected as they scuttled towards them, Ironwood quickly brought his weapon to bear and took aim at the creatures, opening fire with Ozpin at his side.


Stumbling toward a wall, Team RWBY and Sun made a stop in one of the corridors of Beacon, Ruby leaned back against the wall, her silver eyes watching the monkey boy, as his face fell to the ground and his body began to tremble as his hands balled into fists.

"He...Nep-Neptune..." His voice was raspy, his tone laced with anger and despair as his eyes stared down at his feet, shaking, his entire body trembling.

"Sun...I-." Ruby began as Blake walked up and wrapped her arms around the boy.

"I'm...I'm so sorry Sun...I'm..." The cat faunus mumbled as Sun stood still and just allowed the girl to embrace him, a low sob leaving the boy, as Ruby felt a small tear roll down her cheek as she leaned back and closed her eyes.

The red reaper could see Neptune in her mind's eye, she could see his smiling face, the cocky grin he'd always had, how his eyes always shined, and how his teal hair just seemed to shimmer. And then, she saw the tentacle smash into the boy, taking his life as it crushed him under its weight.

A shaky breath escaped Ruby's mouth, as her eyes slowly opened, her eyes finding Weiss who stood a few feet away, her body pressed into the wall, arms wrapped around herself as her head hung down low as the girl looked lost and defeated. The red girl pushed herself off the wall and walked up to Weiss. "Hey, Weiss..." She muttered, "We'll get out of here."

"He's gone, Ruby. He's really gone..." The heiress whispered as she raised her head to look the red reaper in the eye, "He- He's not coming back..." She shook her head. "I-I...he was there...then- he...gone..." She trailed off as Ruby brought the heiress into her arms and hugged her as the two just stood in each other's embrace in silence.

Yang held Zwei as he panted, ears pulled back as he whimpered, the brawler rubbing his ears with a frown as the dog tried to press his body as close as possible to the girl, shivering in her arms.

As a drop ship overhead opened fire on a tendril, the group flinched, all looking up to the skies and the chaos that unfolded around them. Yang's lilac eyes looked from the ships to the destruction all around them, and the fires that had been caused by the tendrils. The school, their home... Beacon was coming down. And now it looked as if it was only a matter of time before the whole school collapsed around them, their home falling into a fiery doom.

"Hey. Come on..." The blonde mumbled, getting the group's attention, "We gotta get out of here before this school becomes our tomb..." She mumbled.

Shaking her head Weiss gave Ruby another squeeze, before stepping back from her embrace and giving her a weak smile. "We'll find another way out... Just have to stay together..."

Giving a weak smile of her own, Ruby looked out towards the path, "We're getting out of here...together...just stay close. Stay together and don't stray from the group, everyone got it?"

Everyone gave their nod in confirmation as they all began to slowly walk once again, but froze, as a large screech rang out. From up above the roof of one of the buildings, an infected, twisted, and malformed, roared and screeched into the sky as it dove to attack the group.

Before the group could react a hammer was swung at the creature and Nora let out an angered growl, her body and weapon were covered in the blood of the infected that had attacked her in the hospital wing. "REN!" the redhead cried out. "Ren is..." The girl's voice hitched as she slammed the infected with another swing of her hammer.

"Nora!" Pyrrha cried out, as she and Jaune weren't too far behind as the girl ignored the calls from the red-headed Amazon as she spotted more infected and began to fight, smashing, breaking, and tearing the creatures apart, "Nora stop it! We can't afford to split up!"

"You guys? Where were you?" Yang questioned.

"We... We were leaving the hospital wing." Jaune began as his eyes locked onto the crazed Nora, the red-headed girl now using her semblance, lightning coursing through her body as she tore into the creatures with a blind fury as her teammates and Team RWBY just stared in shock at her current state.

"Then all hell broke loose and... Nora just ran ahead... She took on so many of them on her own... We've never seen her like this before... " the blonde knight trailed off.

"She's grieving... she's just not coping..." Yang said softly as the group watched Nora bring Magnhild down onto one infected's head, crushing its skull and chest, sending brains, blood, and bone shards flying through the air as its body fell limp and crumpled to the floor.

Shrugging out of Blake's arms, Sun stood on shaky legs and gripped his weapons as he glared at Nora and her massacre. "She's got the right idea."

"Sun, no. Please!" Blake grabbed hold of Sun and pulled him back as he tried to step towards the massacre Nora was waging, "We don't need another person running off!"

Sun frowned at the faunus but allowed her to pull him back into the group, as they all looked at each other, before looking out towards the carnage Nora waged.

"Where's Neptune..." Pyrrha asked in a soft voice, looking to Sun as he closed his eyes and shook his head.

"Oh no..." The girl mumbled out as the monkey boy gave a small nod and he gripped Blake's hand tightly.

The cat faunus glanced over to Weiss and Ruby who had a grim look on their faces before looking at Pyrrha and Jaune and their expressions.

Yang shook her head before raising her gaze up to Nora. "Come on Nora," she called out to the redhead.

But the girl didn't hear Yang or anyone as she continued her warpath through the infection as the group looked on as Nora used her semblance once more, charging ahead into a large group of the infected and swinging Magnhild, killing multiple in one hit as she screamed, crying out in a fury as she let loose her weapon, swinging it into and around the creatures as blood, guts, and brains sprayed through the air as bodies were sent flying, smashing and crashing into the ground, walls and anything else.

Yang shook her head again. "She's too far gone right now." She began.

"But we can't just leave her Yang!" Blake stated as her ears folded back, eyes staring at the rampaging girl in sadness. "We have to bring her with us! She can't be left alone! What if she gets infected? Or..." She couldn't bring herself to finish the sentence as Weiss shook her head.

"If we don't stop her now. She'll probably bring down the entire school by herself!" The heiress started with a frown.

"I know, I know Weiss! Just give me a moment..." The brawler muttered out, trying to think of a way to stop Nora from going on a rampage and tearing up the school as the others just looked at her in shock, before looking at each other.

"Let's help her..." Ruby mumbled out as she went to move towards Nora only for Weiss to grab her arm, stopping the red reaper as she gave Weiss a confused look.

"Are you crazy!? She's like a tornado of death right now! You dolt! You could get hurt or infected yourself if you run in there!" The heiress declared, giving Ruby's arm a firm tug, pulling the red girl back towards the wall as the red reaper frowned, pulling her arm free from the heiress.

"The direction she's going now...she'll end up near the docks! We can get out of here..."

"If those things don't get to us first..." Blake added, watching as more infected poured out of one of the buildings.

"We should find another way!" The heiress growled, crossing her arms over her chest, "I say we stay here, stay in one group and-."

"We can't just let her run off on her own!" Ruby exclaimed as the heiress and her glared at each other. "There are also sure to be other people who need our help, not just Nora!"

"But there's just too many of them..." Weiss trailed off as she and the other girls looked over the courtyard and the large group of infected, "Aren't you scared of what's going on?" Weiss whispered out.

Ruby gazed down towards the ground for a moment, frowning. "Yeah. I am." She mumbled, "These things... Something about them... They just..." She let out a breath as Yang squeezed her little sister's shoulder. "It's... it's terrifying Weiss. I'm really, really scared. But...but we're huntsmen and huntresses in training. If we can save a few lives along the way..."

Looking up from the ground she glanced at everyone in her team, their friends, and then to Zwei.

She saw a mix of expressions, Weiss and Blake both looked worried, eyes looking at each other and the group before back out to the chaos, Pyrrha and Jaune, both wanting to help their friend, eyes locked on Nora, a frown on both their faces. Sun was fuming, still shaken by Neptune's death, as Blake gripped his hand, trying to help calm the monkey boy. Finally, Yang, who looked unsure, glanced over at her friends, then at Ruby, and finally out towards Nora.

"I-I don't know how we're going to get through this all...but we have to stick together...and do what we can..." Ruby trailed off as she frowned and glanced down, before raising her head and meeting Yang's gaze, giving her older sister a weak smile, "We've been through so much already, so I know we can do this Yang, We'll get through this all... together."

"She is the leader for a reason you know..." Yang said as she smirked.

Blake smiled and gave Yang a nod of her head. "She is...And I believe we can make it through this, We'll do it together... Just as you said..." The girl whispered.

"It's gonna be kinda difficult... Holding Zwei like this... And fighting..." Yang muttered.

Quickly Pyrrha removed her bag, dumping the contents on the ground as the group's eyes widened in surprise before the Amazon threw it to Yang. "Use this to hold Zwei in. That way we can all work together without you worrying."

Giving Pyrrha a grateful look, Yang stuffed the small dog into the bag. "Thank you. Pyrrha..."

The redhead just gave her a nod. "Think nothing of it."

Pulling out Crescent Rose the red reaper took a few breaths in an attempt to steady herself, "We have to keep going. I...I want us all to live. And-." Ruby let out another breath, as the sound of screeches from the infected began to fill the air, as a horde began to scurry towards them, "I won't let anyone else die tonight..." She finished.

Blake looked at Yang and Sun as she readied Gambol Shroud. "Ruby's right." The cat faunus mumbled with a frown, "We have to stay together... Stay in a group and not let these things split us up!"

Weiss glanced between the two faunus as they nodded, "Y-Yes! And... We...We..." The girl took in a breath as she looked to the ground and began to speak, "And I want you all to know, I'm scared." She looked at Ruby and smiled. "But we'll do this because that's what Beacon teaches us, We're the best, and the best of the best! And I'll do whatever I can, to make sure we make it to see the sunrise!"

Yang smirked at Weiss and gave a nod as she raised Ember Celica. "Right!" The blonde grinned and looked at Jaune and Pyrrha, "You guys ready?" The blonde asked the two, who both gave their own nod and smiled as they gripped their weapons. "We're gonna make it, together... So...let's do this! Let's live and do what we can!" The blonde gave them all a wide smile.

Nodding as Sun readied his staff he gave them all a weak grin as he glanced out to Nora as the redhead continued her one-woman assault, "So what's the plan here? How do we get her out of this, and save our own hides in the process..." He questioned, eyes watching the crazed huntress in training.

Ruby glanced around at everyone in the group and gave them a small smile as she gripped Crescent Rose. "We clear any and all infected between us and the docks...Save as many lives as possible. And if we have to, knock out Nora and carry her to safety. Now..." she looked out towards the horde and Nora. Swallowing the fear she felt she narrowed her eyes. "Let's move out. We have a long way to go!"