The Reviews!

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Reader: Pretty much, Betty is going to push the students to their limit and get them stronger, and the Winter being Renji actually sets up the Jaune/Winter relationship!

Phantom117a: Wow, that was a beautiful quote, and as for a Jaune & Adam V Hades... maybe~! After all, I'll at least say that when the fight comes around, it is based on the Fight between Team Natsu V Hades in FT

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Can I just say that I freaking love Bleach! I mean besides the amazing story and the awesome powers, the freaking art style is amazing! Like I would love to see RWBY Characters in Kubo's style! Imagine the freaking drip he would give the characters! (Kind of read the Bleach one-shot and the setup for a potential new arc and I hope Tite continues the Arc or continues writing for Burn the Witch, which is in the Bleach Universe but is also different).

But anyway enough of my dick riding of Tite Kubo! On with the chapter! I hope you like it!


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The fight up in Atlas continued, however, it was still at somewhat of a stalemate as neither side was gaining the advantage.

Ciel jumped in the air and unleashed three hard light arrows at Winter, but Winter dodged them quickly by flipping out of the way, however, she was flipping toward Jaune, who was prepared to strike her, but instead, Winter wrapped her legs around Jaune's neck before using her momentum to flip Jaune with her and throw him on the ground as she landed on her feet. Winter looked down at the boy as he groaned and opened his eyes to see that he was looking up at Winter still in the space between her legs.

'This... is how most men would like to go out,' Jaune thought with wide eyes and blushing.

Winter was about to bring her Saber down and Jaune was snapped out of his dirty thoughts as he quickly used Winter's legs to push himself out from under her legs, and quickly got up. Winter turned to Jaune only to be struck with two arrows, Jaune then quickly took the opportunity to bash her with his shield and sent Winter to the ground, Jaune then was about to strike her while she was down, but Winter summoned a purple Glyph and Jaune's eyes widened as she was pushed back by the Glyph's power.

Winter turned in Ciel's direction only to see Ciel charging in again, but Winter decided to point toward the ground with her 2nd weapon, summoning another purple Glyph under Ciel's feet and launching the young Cadet up into the air, Ciel grit her teeth as she was in the air, and then Winter used some White Glyphs as a road as she summoned a 3rd purple glyph behind her, shooting her forward and skating up the road of Glyphs that led into the air, and once she was in the air and above Ciel, she summoned a large blue Glyph and launched a Giant shard of Ice at the Cadet.

Ciel's eyes widened and she quickly formed her blades into a large hard light shield which was struck by the shard of ice and sent the girl shooting back toward the ground, and crashing into the ground, causing a large dust cloud. Winter landed safely on the ground with another gravity Glyph and looked toward the dust cloud only to see the dust clear and see that the ice shard had broke into many pieces but Ciel was not under the ice rubble. Instead, Jaune was glaring at her as he held Ciel, bridal style.

Ciel looked at Jaune as he held her and gave him a smile. "Thank you, Jaune," Ciel said.

"Don't mention it," Jaune said.

"Tell me, is this how you got Arslan to fall for you as well?" She asked with a smirk, "Are you trying to seduce me as well?"

Hearing her tease him, Jaune blushed and set her down quickly, "C-Can we focus on the fight please!" He cried.

Ciel smirked as she looked at him, while she didn't usually make jokes during a fight, she felt like it was needed to lighten the mood, after all, the fight had been nothing but a headache. Ciel knew that this couldn't continue the way it was and quickly realized what she needed to do. "Jaune, I'm going to use my Semblance," She told him.

Jaune nodded and smirked, "Finally going to use it huh?" He asked.

"This can't go on like this, we need to end this soon," Ciel replied. "However, I need time to power it up, after all, I haven't mastered it yet and it still requires some time and some of my Aura to power up, so-"

"So you need me to hold her off until you activate it, right?" Jaune asked, looking at her with a smirk.

Ciel looked at him and nodded, "Yes," She said. "But can you fight her by yourself? You seem to nearly be at your limit," She told him.

Jaune nodded, "To be honest, I have my own trump card, but... I was hoping to show this when I fought Hades," He told her.

Ciel looked at him with a raised brow, wondering what he was talking about.

Winter looked at the two, and stepped forward, "Are you two going to just stand there? Or are you going to fight?" Winter asked, "If not, then I suggest you give up," She finished.

Jaune glared at her, and stepped forward in front of Ciel, "Do whatever you need to do, Ciel, I'll be your shield until then!" He said.

Ciel nodded with a smile, "You truly are a Knight, Jaune," Ciel said. 'I think I see now, why Penny likes you so much,' She thought.

Jaune Walked much forward toward Winter only to shift his shield back into its sheath form and then strapped it to his side which made Winter's brow raise in suspicion.

Jaune looked at Winter, still smirking as he held his sword tighter, Jaune then put his right hand to his face, and suddenly, a black and red aura gathered around his hand and his face. "I really hate that I have to use this on you and that you have to see me like this..." Jaune told her.

Ciel watched as this happened and was shocked, 'That's not the color of his aura... what is going on?'

Winter glared at him as sweat dripped from her brow, 'What is he doing!? That's the Grimm's Aura, but is he beginning to transform?' Winter asked herself 'Impossible, he's controlled it for now... so what is going on!?'

Suddenly, the black and red Aura obscured Jaune's face and Jaune threw his hand down as the black and Red aura covered his face and then dissipated and what was on his face shocked both Ciel and Winter.

On Jaune's face was a bone mask, similar to that of a Grimm, though the mask resembled something of a human skull. The bottom part of the Jaw was black, while the rest of the mask was white with a few red lines on the forehead that connected to a yellow diamond shape marking in the middle of the forehead, red lines were underneath the eye holes of the mask.

'A Grimm Mask!?' Winter cried 'What is going on!?' Winter cried to herself

Ciel looked in shock and felt slight horror in her, utterly confused as to what was going on. 'Is... is that really Jaune?' she asked herself.

Ciel then remembered the few times Jaune's Aura had Changed color since they had come to Atlas.

Back down in Mantle when they fought both Winter and Elm.

Suddenly Jaune raised his sword and pointed it at Elm, before he turned and aimed his hand at Winter, his hand was held out as if he was holding a small ball. However, what the 3 noticed was that a black and red Aura was clearly shown around his hands.

"Jaune is that..!?" Neptune asked with a worried voice.

Neon just looked in shock and the duel aura colors from around his hands, not knowing what was happening.

Ciel also looked with shock, but then it turned to interest, 'What is that?' She asked herself, 'His aura is white, but those are two different aura colors... what is going on?'

Then there was earlier when Winter had them trapped under her Glyphs.

Jaune grit his teeth and suddenly manifested his aura, however, it morphed from White, to black and red. Winter's eyes widened with shock and she quickly jumped back, while Ciel was confused at how Jaune's Aura had changed from one solid color two to different colors.

'His Arcus Mortis also changed Color and he slashed through Specialist Schnee's Glyph with ease,' She thought, 'But how does he have two Aura colors, and why... does Specialist Schnee look so scared?' Ciel asked seeing the face that Specialist Schnee made.

Winter prepared to fight in case Jaune went feral and despite her hard glare, there was fear in her eyes. "Are you still there... Mr. Arc?" Winter asked.

Jaune chuckled, "Yeah, don't worry Winter, I'm still me," Jaune said, his voice sounding a little distorted.

Winter's eyes squinted as her glare hardened, "What is the meaning of this? How are you able to... summon that mask?" She asked.

"Favnear, the Grimm inside of me, told me that I was able to borrow power some of his own Aura and power by summoning this mask, had to learn this in one night, the same night you nearly caught us when we arrived in Mantle," Jaune told her.

Winter's eyes widened with shock. 'He was able to learn something like that in a single night!? Not only that the Grimm inside of him was willing to help!?' Winter asked herself, 'When he said he was able to control it, did he mean that he and it have come to an understanding?'

"With me borrowing his Aura and powers, it doubles mine and gives me a boost," Jaune told her, "So prepare yourself, Winter, because I'm not going to hold back!" Jaune cried.

Jaune then unleashed a black and red Arcus Mortis only for Winter to create a giant Glyph in order to protect her, however, the attack from the blonde easily broke through the Glyph and Winter quickly moved out of the way, avoiding the attack.

Winter was in shock at how easily the Arcus Mortis had cut through her Glyph. 'How did that attack break through my Glyph? Unless he charges one up with a large portion of his Aura he can't break through a Glyph or a person's Aura, but this one was a regular one, he didn't even charge it up!' Winter cried inside her head. 'So how is this possible!?' Winter asked.

However, Winter then remembered what had happened when they first arrived from the Tram.

However, instead of Jaune entering a Feral Grimm state like he had before or Favnear taking over, the burst of his new two-colored Aura shattered the Glyph above him, much to the shock of both Winter and Ciel. Once he was free, he quickly unsheathed Crocea Mors and unleashed a black and red Arcus Mortis at the glyph above Ciel and cut it in half, freeing her from the Glyphs powers.

'I see, he used the Grimm's power before without the mask, freeing himself and Ciel from the glyph, but that still doesn't answer how he was able to break the Glyphs so easily,' Winter told herself. 'Could it be something like the Grimm's own Semblance? Is that even possible?'

Winter decided to summon a pack of Beowulfs and they charged at Jaune, and the blonde charged up another Arcus Mortis and released it, cutting them in half, Jaune then quickly disappeared and then appeared in front of Winter and began slashing at her with his sword, and Winter quickly blocked the attacks, however, Jaune was moving so fast that despite her using two weapons, she couldn't manage to hit him despite the younger man having now shield.

'How is this possible!? Moments ago he couldn't keep up but now he's on par with my speed!' Winter thought. 'He said that the Grimm Mask doubles his powers! Does that include his Aura Techniques!?'

Jaune then managed to disarm the 2nd weapon from Winter and then managed to slash her upward before kicking her away, and not letting up, Jaune's right hand opened forming in his hand was Kuro.

Winter's eyes widened with shock and she quickly created layers upon layers of Glyphs to shield herself, and Jaune then shot the Kuro toward the elder Schnee child, and much like the Arcus Mortis before it, it easily shot through the layers of Glyphs, however, Winter expected this and summoned an orange Glyph and shot a fireball at the Kuro, and the two attack's collided causing an explosion.

Not wanting to be taken off Guard, Winter quickly summoned a light grey Glyph and air pushed away the smoke, Jaune then appeared in front of her but she was prepared to strike at him, however, Jaune disappeared again and then appeared behind Winter stabbing her aura int he back only to appear right back in front of her and deliver another downward strike to Winter's Aura.

"ENOUGH!" Winter cried

Suddenly, Mutipule Purple Glyphs surrounded Winter, and pushed everything around her back, including Jaune, the young blonde was sent back hard, but he quickly regained himself and landed on his feet, skidding backward on the ground.

Winter glared at the young blonde, "You've really pushed me, Mr. Arc, but I've figured out why you seemed so determined to be moving so fast and not letting up your attacks..." Winter began, "There's a time limit to that mask, isn't there?" Winter asked.

Jaune's eyes under the mask widened, 'Damn! She figured it out!' He cried 'She's right, for now, I can only use the mask for 30 minutes,'

Winter took his lack of response as confirmation, "If that's the case and you really want to speed things up... then I shall oblige," She told him.

An odd Glyph appeared underneath Winte'rs feet it was black and gold, and resembled a clock with two hands that were speeding rapidly.

Jaune's eyes widened and began to worry, "What kind of Glyph is that?" He asked himself out loud.

However, Winter had heard his question, "An Advanced Glyph that allows me to speed up my body's "Time" to a certain point," Winter told him, "The Name of this Glyph is called Time Dilation,"

Jaune was a bit confused, 'Speed up her "Time"? What the hell does that-?'

But before he could finish the thought, Winter, in the blink of an eye, Winter appeared behind him and her blade appeared to already land a strike, Jaune turned around to look back at her, wondering what had just happened, and his answer was in the form of over 100 strikes to his aura in rapid succession, and in that instant, his Aura broke and his maks shattered, and he fell to his knees.

'H-How the hell...? I-I couldn't even see her! Wh-What the hell did she do!?' Jaune asked himself. He looked back at Winter only to see that she appeared to be frozen in a certain position.

Winter was indeed frozen, for there was a large price when using Time Dilation. 'I shouldn't have used Time Dilation,' Winter scolded herself. 'The Glyph itself creates a small pocket dimension around the user's body where time moves faster than the outside world and the user must quickly move once their body is surrounded by it, the user or the person it's used on is somehow able to sense when they are surrounded by the small dimension, but the problem is that the user has to continue to move because once they stop the pocket dimension fades and in exchange for that speed once the dimension fades the body must readjust to the time of the normal world and the user's body is frozen for a certain amount of time before they could move, so at the moment I delivered those 100 strikes to Mr. Arc, I moved in a single second, however, now I can't move for who knows how long,'

While time Dilation is strong in its own right... there is something much stronger.

Ciel saw the state of Winter and knew this was the perfect Moment. "Time Stop!" Ciel cried.

Suddenly... everything stopped, everything in Atlas, had ceased to move, all except for Ciel herself.

Ciel was breathing a little heavily but got up and walked toward Winter, activating her hard light dust blades. "This is my Semblance, Cronus," Ciel said allowed, "It allows me to stop time in a certain Radius of my choosing for a certain amount of my choosing... the downside of this, of course, is that it drains my Aura completely, which is why I almost never use it," Ciel said.

Ciel now stood directly in front of Winter and kicked knocked the sword out of her hand, before delivering two strikes to Winter's Aura, then kicking the Specialist in the stomach.

"In this space, you can't react, you can't see me while I move, nor can you hear me..." Ciel told Winter. "So this is the only time I'll be able to say this... I hate you, Winter Schnee, not because of your family, but because you follow orders,"

Of course, there was no response from Winter.

"While a good solider does follow orders, they should never, ever, abandon their friends, no matter the order," Ciel said, "Which is why I can't let you or anyone else stop me from saving Penny, she my friend and sister in arms, and what kind of soldier would I be if I did nothing? I don't care about I disobeyed orders, I'd turn the world upside down for my friends... just like he would," Ciel finished, her eyes turning toward Jaunes direction.

Ciel then turned back to Winter and readied both blades and without a word, delivered as many strikes across Winter's body as she could, making sure that her Aura would break once time had resumed...

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Winter Schnee, was looking up at the sky, she was confused as to how she was looking at the sky right now but she was, and the worse part is, she couldn't move, her entire body felt sore.

Ciel stood in front of the limp Schnee, breathing heavily and staggering back, using all of her energy on attacking Winter while time had stopped, and with her Aura drained, she felt weak and was about to faint. She began to fall only to be caught by a pair of hands that lowered her gently to the ground, it was Jaune.

"Take it easy, Ciel, you won," he told her

Ciel gave him a weak smile, "Truly a knight in shining armor..." She said before drifting off to unconsciousness.

Jaune gave her a smile before looking over to Winter and walking toward her.

Winter saw the blonde standing over her and she glared, "C-Come to gloat, Arc?" She asked.

"A little," Jaune told her with a teasing smirk. "I told you that I'd break that wall between us and that we win,"

Winter nodded, "You did, but don't be a fool... do you really expect to beat Hades? He'll kill you," Winter told him, "He's a far greater league than you or I,"

"I don't care! I'll beat him, or die trying because I'm not letting that Monster keep Penny, I'm not gonna sit around and do nothing while my friend is in the hands of some bastard who wants to use them!" Jaune cried, "I know I may be weaker than him, but no matter what, I'll push through and hope for the best!"

Winter looked at him and sighed. "Hope is a trivial thing," Winter told him, "Hope does nothing but pray for a better chance only for that chance to be thrown away... I hate hope,"

Jaune looked at her and could see the sadness in her eyes, the damage of one that abandoned hope and continued on, not believing there was a silver light at the end of a dark and dreary tunnel. "Hope is something that passes by and sometimes never happens, but what I've learned anything is that we can't just hope, we have to fight with hope," Jaine told her, "We have to fight with the hope that there will be a better tomorrow, fight with the hope of saving people, and fight with the hope that we can overcome anything that life throws at us,"

Winter's eyes widened as she looked at the boy, letting his words sink deeply into her soul.

"Put your hope in me Winter... and I promise you, that it won't be misplaced,"

Winter's eyes widened more as she looked at the blonde teen, from where she was, and with the light of the snow and sun, it was like he was shining.

He was shining like a Ray of Hope.

A small smile couldn't help but grow on Winter's face but before more could be said, Jaine picked up Wonter and put her on his back, Winter was surprised and wanted to protest but die to her whole body being unable to move and very sore, she allowed him to carry her back toward Ciel.

'What is this... feeling I have?' Winter asked herself as Jaune carried her. 'It feels so... familiar,'

Indeed, the feeling that Winter Schnee was having was very familiar, it has just been a long time since she had felt it.

'Ah... I see now,' Winter began as her smile grew. 'This is hope,'

Slowly, fatigue began to set in and Winter's eyes closed but her smile still graced her lips.

'Thank you, Jaune Arc... for restoring my hope,'

With that final thought, Winter drifted into unconsciousness as Jaune set her down next to Ciel. However, once he did, a Bullhead appeared from the edge of the floating city and landed right in front of him, and Jaune was confused and ready to fight in case it was soldiers or Elm, and while he knew he didn't have any Aura at the moment, he would still go down fighting.

Yet, it wasn't Elm or Atlas Soldiers, it was none other, than General James Ironwood, standing tall and looking at Jaune with a blank expression.

"Mr. Arc," Ironwood said. "I believe we have much to discuss," He told the young knight.

Jaune groaned audibly, 'Great, can this day get any worse?' Jaune asked himself, knowing he was at the Mercy of the General/Headmaster.


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That was it for Chapter 40! I hope you all enjoyed and I hope you were as hyped for Jaune's mask! Sure it wasn't used a whole lot in this chapter but it will be in future chapters. But for now, we're back to the real villain of this arc!

Here's what to Expect in Chapter 41:

The four students are confronted for their actions by Ironwood. Winter apologizes to Jaune and they talk, Neon and Jaune Have a Lunch Date!? Betty's training is revealed!