A/N: I have been convinced that splitting the chapter a bit may help me be less daunted by it. This is the only "chunk" of it that's suitable for posting now, but it will at least put something in the thread, yeah?

The Fall
Refuse Change I

"Team RWBY," Ozpin nodded, eyes flicking across each of them before softening slightly at the final member present. "... Miss Polendina. I am sorry I did not get here earlier."

"Headmaster Ozpin," Penny said. "I am sorry. I cannot salute at this time."

Ruby not-too-gently laid Crescent Rose on the ground as she sank to her knees next to the damaged redhead. "Penny... I... what do you need? Do we remove them, o-or...? I don't know what to do!"

Penny smiled despite the weapons pinning her arms to her torso. "Please remove them, Friend Ruby. Carefully. The damage is not quite critical, but further damage would be ill-advised."

As Ruby busied herself, Blake slowly made her way over to where Salem knelt, entangled in chains. As she inspected them, searching for a release or a weak point, Ozpin slowly strode closer.

Weiss matched his approach from the side. "Headmaster... where have you been? We've seen no sign of you during our time here. Were you in the city this whole time?"

Ozpin shook his head, although he maintained his gaze towards where Blake and Salem knelt near the center of the room. "No. I only just arrived when the Tower was damaged – naturally, I assumed that this was an important part of what was happening."

"Only just arrived...?" Weiss murmured softly, face confused. She opened her mouth to speak, but hesitated for a moment.

Long enough for Yang to gasp nearby, as she stared out the jagged hole she'd made in the soulstone. "What... the city! It's burning!"

"It's what...?" Weiss' eyes narrowed and flicked around as her brain whirled. Then, they widened as she paled and leapt back to create distance. At the same time, Blake shifted from kneeling to crouching in front of Salem, hand on her blade and eyes steadily on Ozpin.

The Headmaster simply stopped walking, cane resting on the stone and blade held limply in his hand. He inclined his head.

"Headmaster," Blake said, voice steady. "What is happening?"

For a moment, he said nothing. Finally, he posed a simple question. "Have you wondered why you were never taught about Ciel?"

Blake frowned. "We weren't taught anything past a certain point."

"Doctor Oobleck said that history past that point was lost," Weiss interrupted, slowly maneuvering closer to Yang, "or so muddied it was impossible to study."

Ozpin nodded. "That is true. It is strange, though, is it not? For such a great and marvelous city, filled with such timeless wonders, to simply disappear into the fog of history."

"Artifacts should have survived," Penny noted. One arm flopped bonelessly to her side as Ruby relieved her of the final intruding weapon, although she stayed kneeling. "Especially given the longevity of Ciel's soul-craft."

"Indeed," the Headmaster said softly. "For a time, they did. The history of Ciel was lost; it was not by accident. Many things came from this place. Some great... and some terrible. Most of both were best forgotten." He ground his cane idly into the stone where some bits of the ritual still remained carved. "And over many, many years... All of its echoes were wiped away. All," he sighed, "save two. The two last and most resilient memories. Tell me, have you faced the beasts of Grimm in this time?"

"In this...?" Salem muttered softly, blinking away tears in her eyes. Her eyes flicked around the room slowly, face growing more shocked with each passing second.

Blake grimaced. "I'm sorry, Salem," she said with a glance over her shoulder. "The magic I mentioned, the one that sent me from far away. It..."

"It wasn't distance," the princess breathed. "It was time. That's why... that's why you knew so little of the world. You..."

Blake's eyes squeezed closed in a grimace. "I'm sorry," she repeated simply.

"I empathize with how difficult disclosing a secret like that can be," the headmaster said softly. "However... we do not have a great deal of time, I think. The battle below us will only continue for so long."

"You..." Weiss started before gritting her teeth and visibly restraining herself. "... What happens when it is over, then?"

"That... is what we are discussing, I believe. Context is necessary, however."

Ruby nervously toyed with Crescent Rose. "We've seen... how different the Grimm are. Why is that so important?"

Ozpin nodded. "This is a great secret, one that I can only hope you will not share. It is commonly held that the Grimm are mindless, completely devoid of a guiding intelligence. In this time... that was true. However –"

"The Black Queen," Blake interrupted.

Ozpin blinked, and his body language shifted warily as he leaned forward. "How do you know that title...?"

"The General informed us," Penny said quietly. Almost mournfully.

For a long moment, Ozpin merely stood. Then he chuckled, once, a mirthless sound of shock. "James...? After all this time, he entrusted that secret to you? I find that almost impossible to believe. If anyone else had told me, I do not think I would." He shook his head. "Then you are already aware of the immortal mind that commands the Grimm, and I suspect he had plenty more to say... Good. That simplifies this."

"General Ironwood said the nature of the Queen was unknown," Weiss said.

"Yes," Ozpin agreed. "That is because he does not know."

For a moment, nobody spoke.

Then Penny slowly stood, her torso sparking once as she balanced herself. "What?"

Ozpin inclined his head. "James... has always struggled with the supernatural. He is a man of science and order, who finds it difficult to accept things he has no explanation for. And, unfortunately, even were he to possess and believe this information it would do him no good. It would, in fact, simply be detrimental to his efforts to counter her – he would focus on futile attempts to undermine her immortality rather than counteracting her plans."

"You... hid something this big from him? I thought you were partners!" Yang barked.

"We are. However, as the leader of our coalition, it is my responsibility to ensure the effectiveness of all of my associates. I have seen many great men and women just like James fall into the same trap." Ozpin shook his head. "But this is a diversion. Allow me to explain: the Black Queen began here, in the city of Ciel. Perhaps in this very chamber, although that is less certain. What is certain is that, at the moment of her creation, the Grimm changed, and Ciel was no more. From that moment forward... humanity began to fall. It was only the Mantles of the four Maidens that delayed things long enough for the species to avoid complete extinction."

"You don't say that like you're retelling history," Weiss noted. "Instead, it's more like..."

Ozpin bowed his head. "As I said. Two things remain from the days of Ciel. One is the Black Queen. The other..."

"It's you," Blake breathed. "But that doesn't... how could you possibly...?"

"A desperate queen and a young magician once searched for anything to turn back the wheel of time. They failed, of course. But failures are the first step on the road to success." He sighed. "Against the inevitable march of death and extinction... he did find a way. Imperfect and flawed... but sufficient to oppose the Queen of the Grimm."

"Ozma," Salem breathed. "That's who you are, then? A ghost from the future, come for vengeance on your failed experiments?"

Ozpin's eyes closed in a flicker of something that might have been pain. "... I have many regrets, as most old men do. Chief among them are the things I did, and allowed to be done, here and now."

"Is that why the city below us is being torn apart?" Yang growled, taking a stumbling step forward. "As punishment for your fuck-ups!?"

"No," the headmaster said simply. "While my sins are great, they could have been corrected in many other ways. No, when I realized what Cinder had done inadvertently... when I found myself back here, there is only one thing that I could justify doing."

He took a step forward, and Blake tensed.

"I will prevent the Black Queen's creation. I will prevent the Grimm from ever becoming the monsters they did, the first time."

"That's absurd," Weiss said, slowly shifting closer to Blake and the princess, one hand on Myrtenaster. "You're talking about executing someone for a crime they could potentially commit!"

Ozpin hummed softly. "You have each of you seen the future, as it exists. And I'm certain Oobleck taught you enough of what passed between then and now to understand all that has happened. But it doesn't feel real to you, does it? Hearing about all the dead... it's a meaningless number." He took a step forward, not reacting as each of the girls tensed. "Instead, imagine the Breach. Imagine the fall of Vale. All those dead... and consider that I have watched that, and worse, happen thousands of times. More people have died than live on Remnant in our time. Many more."

Salem winced from within the chains. "I... did...?"

Blake shook her head. "The future isn't set in stone, Ozpin. Things have already changed! Or was the queen stopped like this the first time through? You don't think something like that will change the course of the future!?"

"It might," Ozpin conceded with a nod. "However... is it right, to justify gambling so many lives on a possibility? As I said, I understand that it's difficult to conceive of the scale involved... but even so."

Ember Celica creaked as Yang's fists clenched. "You... how can you talk about murder that casually? That's... that's fucked up. The Queen was crazy, that was one thing, but this..."

Ozpin silently breathed out a sigh, but before he could respond Penny rose. Slowly, haltingly, she stood to her full height, shrugging off Ruby's support. "I understand, Headmaster. The concept of doing a lesser evil, in order to avert a larger one... that is something I have watched my father and the general struggle with more than once. The logic... it makes sense."

Ozpin smiled. "I'm glad you understand, Penny. Then -"

"However..." Crouching down again, with her intact arm she softly gripped the hilt of one of her swords. "My father told me once that each time he watched an evil take place, he felt like he lost something important. I do not believe I was intended to hear his next words... but he wished that I would never have to make the same decision." Despite her injuries, the blade did not shake. It simply rose, slowly and evenly, until the tip of it was pointed straight at Ozpin. "I cannot support an action that brings harm to someone because of what they might do. That is wrong, Headmaster."

"She cannot be stopped, once she becomes the Black Queen. Everything within my power, I have already tried." He shook his head. "Please. For the sake of everyone that has died - that will die, if we do nothing."

"I'm sorry, Headmaster." Ruby shook her head before deploying Crescent Rose, resting the haft on the melted soulstone floor. "What the queen was doing was wrong. And maybe, something that one Salem did in the future – maybe that was wrong, too. But so is what you're doing. Please. Obsidian – Obsidian knows more about Time than anyone. I'm sure we can find something to fix this. Please... please don't do this."

Ozpin shook his head. "I have taken many chances, Miss Rose. Every possible road, I have walked. Each of them led to the same place. Failure, and more of those who trusted me dead. I owe them, each of them, the chance to live the life that was taken from them. Never have I had a chance like this one, and I may never again. One more time, please: will you stand aside?"

"...No," Ruby answered.

"Never again," Blake whispered.

Ozpin sighed.