The second the ship landed on Beacon soil, everyone made a mad dash through the warzone. Neon bashed Grimm skulls with her nunchucks, Flynt blasted monsters away with his trumpet, Aurora bombed the fields with her energy blasts, and Werlyn's Semblance bit down into Grimm flesh while she decapitated robots. Meanwhile Coco bombarded the fields with her machine gun fire, Yatsuhashi blocked Grimm from touching his fellow Huntsmen with his massive sword, and Ruby and Ceres blazed through the battlefield with expert precision.

Ruby was frantic as she fought- she had 15 missed calls from Yang, and if it was her sister doing this, something was up. Luckily they found their friends easily- all of them were taking a quick breather in the safe zone. Ruby wasted no time getting into position for a massive Yang hug.

"Thank the gods you're alright!" Ruby cried, wrapping her arms around her sister's waist. Yang picked Ruby up and held her close.

Ari slowly approached Ceres, taking in her bloodshot eyes and tense shoulders. "Are you..."

Ceres sighed. "I'm fine for now. Our top priority is staying close and saving whoever we can."

"Where's Ben, then?" Kylie asked.

A massive explosion went off behind them.

"Nevermind, found him."

"So," Yang said. "What's the situation?"

"Ironwood filled us in- Grimm overrunning the place, Atlesian soldiers got hacked," Ruby explained. "And someone hijacked a battle cruiser, so he's taking care of that now-"

There was another explosion behind Ruby's back. At first she thought it was Ben, but when she looked it was Ironwood's personal airship, falling to the ground.

"DAD!" Weiss yelled, before running off in the direction of the crash site.

"Well, shit," Lev said, eyes wide. "Now what?"

Ruby frowned. "I'll take over for him. But I'm gonna need help. Any volunteers?"

Blake stepped forward. "I'll help."

"Then the rest of you guys can take care of the civilians and Grimm," Ruby declared. "Annnnd, break!"

The rest of the team split off, leaving team Ladybug alone.

"So, how exactly are we going to get up there?" Blake asked curiously.

Ruby grinned. "I have an idea~"

"Ruby?"

"Yeah?"

"This is a dumb plan," Blake sighed, clinging tightly to Ruby...who in turn was tightly clutching her locker.

Ruby grinned. "Stupid? Or genius?"

"It's stupid."

"Whatever, this will be great."

Blake hated to admit it, but it was. The two landed on the ship with no problems whatsoever. It was a fun ride, too; Blake felt like a witch in that moment. Albeit a very weird one.

Whatever. The two landed on top of the stolen airship with a loud thud, catching Roman's attention.

"Are you kidding me?" he spat, storming out of the cabin.

Ruby and Blake made their way to the hatch. Ruby went towards it, but it suddenly swung open, hitting her in the jaw as she stumbled back.

Roman smirked as climbed out. He threw his cigar to the wind. "So, little Red and her little pet," he taunted. "You two are just determined to be the heroes of Vale, aren't you?"

Blake and Ruby shared a glance before darting at him. Blake feinted and used her Semblance and some Dust to create a fiery shadow of herself. Roman struck it and it exploded, knocking him a few steps back. Ruby ran and slashed at him, but he easily blocked the blow with his cane.

Roman fired a round at Ruby, hitting her in the chest. The force alone nearly blew her off the airship. However she dug Crescent Rose's scythe into the airship's hull, keeping her from falling off.

"What do you even get out of this?!" Ruby yelled as she pulled herself back up.

Roman laughed. "You're asking the wrong questions, Red! It's not what I have to gain, it's that I can't afford to lose!"

Roman fired another blast from his cane, this time at Blake. The Faunus created a stone shadow to take the blow. She leapt overhead and prepared to strike, only to feint again and create another shadow. Ruby sped in and struck Roman a few more times, but again, he blocked every one.

"We've danced too many times, Red!" Roman grinned. "I know your every move! You're PATHETIC!"

At that final word, Roman's Semblance took effect- Ruby suddenly felt less sure of herself...and with that came common sense, because HOLY SHIT SHE WAS SO HIGH UP RIGHT NOW-

"Then mind trading partners?"

Roman turned around just in time to block a flurry of attacks. He tried to strike Blake with an overhead blow, but she dodged and created a frozen shadow that trapped his Melodic Cudgel.

"Thank you, Blake," Ruby said as she shook her head. Her self doubt was fading.

Blake smiled at her. "Can't let words get to you, you know."

Ruby smiled back before aiming the barrel of her weapon at Roman. He ducked for cover as she sent a few shots his way. He rolled back before producing a Dust crystal out of his hat.

"Was saving this for later, but it'll do for now!" Roman exclaimed as he threw it up into the air-

Ruby's bullet pierced it and the crystal exploded, blowing everyone back and shattering Blake's ice sculpture. Blake nearly fell off the ship before she used her ribbon to latch onto a loose panel. Roman happily snatched up his cane, completely ignoring her.

Ruby tried to stand up, but Roman kept firing at her. "How many times do I have to deal with annoying brats sticking their noses into ADULT AFFAIRS?" he screamed.

Ruby stared down at the ground, the embedded blade of her scythe the only thing preventing her from falling. She had an idea on how to survive such a fall, but it was admittedly pretty crazy. She was willing to try it anyway...but there was a chance she'd be snatched up by a Gryphon.

"Like it or not, the people that hired me are going to change the world! You can't stop 'em, I can't stop 'em!" Roman yelled. "You know the old saying- if you can't beat them-!"

He didn't get a chance to finish. Blake's weapon wrapped around his arm and pulled him back, forcing him towards her as she ran at him.

"Never liked that saying," Roman hissed as he cut the ribbon off with a pocket knife. Blake and Roman swung their weapons at each other, but both parties blocked every strike. Blake quickly backflipped into the air and produced a clone, which propelled her past Roman and over to Ruby. She quickly helped her partner up, and the two turned to face the criminal.

"How cute," Roman sneered. "You still wanna help your friend. Lemme tell you something, girls-"

"Okay, you definitely stole that line," Ruby scoffed.

"The real world is cold! You don't have room for friends if you want to be on top."

Roman's words, coupled with his Semblance, hit them full force, forcing them to lower their weapons as they listened.

"You wanna be a hero!? Then play the part and die like every other Huntsman in history!" Roman screamed as slowly advanced towards them, brandishing his weapon. "As for me, I'll do what I do best: lie, steal, cheat, and SURVIVE-!"

A large white beak snapped over his head, and an Alpha Griffon threw him in the air. Roman screamed as numerous other Griffons flew towards him, taking bites out of him until there was nothing left.

Blake and Ruby snapped out of their trance and just stared.

Blake shook her head. "Well, that was a thing."

Inside his office, Ozpin watched the battlefield on various video feeds. He frowned; knowing this had her name written all over it. He moved away from his desk and hurried to the elevator. However, a sudden tremor shook the ground and stopped him in his tracks.

Ozpin glared. "You have got to be kidding me."

Back in the city, Glynda and Qrow were fighting Grimm, but had to stop when the ground trembled beneath them. Qrow stabbed his sword into the pavement to keep himself standing.

Glynda's eyes widened. "No."

Elsewhere, a mountain shook so violently it crumbled and broke apart, releasing a titanic Wyvern. The Wyvern roared and flew over Mountain Glenn, heading straight towards Beacon. As it flew, it released multiple black, tar-like substances, which crashed onto Vale's streets and spawned an army of Grimm.

"What the fuck?!" Ruby yelled, watching the dragon fly from inside the airship.

"We need to get to the others," Blake declared, running towards a hatch.

"Wait, can you seriously fly one of these things?!"

"Nope," Blake said. "But I'm willing to bet there's an autopilot in here..."

Cardin staggered through the ruins of Beacon Academy- and dear God was that a horrible thing to think about, much less experience firsthand. He always believed strength would pull through in the end, but...

What did you even do, when your strength was tested over and over again?

Let's review Cardin's life- at this point, he was a laughingstock to the entire school; a victim of countless losses, and the victim of merciless pranks. Kids would laugh and say he got what he deserved-

And honestly?

Maybe they were right.

Was it weird to say that an experience of this magnitude made Cardin realize how much of a dick he was? And briefly reflect on that? Maybe.

He just wanted to go home. The planes weren't too far from here, right? The evacuation point was-

BOOM.

Cardin's eyes darted over to the right- something had exploded, and smoke rose ominously from the area. He eyed his escape route and realized it wouldn't be his problem anymore. He could go to the airships and leave it to someone else.

...but that was a coward's way out, and Cardin Winchester was no coward.

As he rushed to the noise, he heard the sounds of twigs snapping and feet hitting pavement. Other Huntsmen had heard the commotion, and soon they were a stream of warriors, running to help.

"Cardin!"

He turned to see Dove and Russel running towards him. Russel had a massive gash on his arm, one that was slowly healing with his aura. Dove's weapon was notably more chipped and worn down. His hands were calloused and tinged red from the scrapes on his palms.

"Where the hell WERE you!?" Dove yelled, punching his leader in the arm.

"Taking care of some evacuations," Cardin replied. "Where's-"

"We don't know where Lark is!" Russel exclaimed. "He said he went off to help you, and then-"

Cardin felt a lump in his throat. He prayed Lark just got lost, or distracted...

"We'll find him later," Cardin declared, shaking off the pain. "We need to see what the hell is happening."

The three members of CRDL ran over to regroup with the other Huntsmen. They stood shocked and silent before the flaming wreckage of Ironwood's personal cruiser.

Coco looked pale and horrified. "Is...is he..."

Fox closed his eyes and focused, sensing the area around him. "I'm not picking up a body inside the ship. I think it's safe to say he ejected."

"That's good," Aurora sighed. "But still, where is he? Shouldn't he be nearby?"

"That's a good point, actually," Flynt mused. "The general would wanna see the damage before anything. He loved that ship more than his own kids."

Everyone stared at him.

"What? You know how older dudes are about their vehicles," Flynt explained defensively. "It's weird."

Something within the wreckage moved- everyone turned to face it, their weapons drawn.

Neon frowned at Fox. "I thought you said there was nothing in that thing."

"There wasn't," he said, eyes narrowing. "Now what the hell is..."

And then, he stepped out. His armor was dark, tenebrous, stygian- one would be forgiven for thinking him Death. The mask hid his face, but not the glaring eyes of a man with only hate in his soul.

"Yo, Ren Faire!" Neon yelled, breaking the silence. "Where's Ironwood?"

The Knight's helmet turned to face her. He could tell the girl was a source of vexation amongst her peers, a constant, sunny source of energy with no concept of boundaries. Her partner, however, was a cool and collected individual, with enough charisma to get him anywhere. A good combination.

He continued to silently scan. There were many words used to describe his targets: headstrong; reserved, confident; shy; sarcastic; honorable; intense; concentrated; savage; focused.

He stopped at Cardin. The boy could be described as his least favorite word.

Stubborn.

"Ironwood..." The Knight drawled. "He's not here. Disappointing." He shook his head before sighing deeply. "Very well. Now, tell me children...why do you fight?"

Silence.

"It's obvious, isn't it?" Yatsuhashi declared. "To prevent the world from falling into disarray. We deal with monsters and demons-"

"Are those your own thoughts?" The Knight asked.

"Come again?"

"Are those your own thoughts, boy?" The Knight hissed. "Did you join for the thrill of battle? Are you aware you're being sacrificed for the concept of comfort and the illusion of peace? All for the title of hero."

Cardin's grip tightened around his weapon.

"You're not children in Ozpin's eyes. You're weapons. Pointed at the enemy so he can claim a victory against the void," The Knight went on.

"SHUT UP!" Cardin yelled as he raced past everyone. His rage had blinded him- he smashed his weapon onto the ship the Forever Knight stood upon, causing it to explode once more. The force of the explosion was enough to separate everyone and give them all an unnecessary disadvantage, thanks to the bright disorienting flash and the deafening sound of the blow.

Cardin flew through the air before slamming onto the ground. His ear were ringing- not the brightest move, he thought as he stood up, but here's to hoping that his attack had done something-

But when he saw the Knight walking out of the flames unscathed, he wanted to scream.

"The concept of peace you always knew was a lie," The Knight said, drawing a blade from seemingly nowhere- it was an odachi blade, although it was longer than a usual one. "And you will learn the truth of how harsh the real world is."

Bullets suddenly hit his armor- Coco's gatling gun shook The Knight's armor with their sheer force. Typical Dust Bullets wouldn't cause him to stumble. The Knight frowned. She must have a Semblance that augments their power, he rationalized as he summoned a shield in front of him. The shield took every blow and he briskly walked forward.

Coco wished she could fire faster- the way the man was approaching her was scary, something right out of a nightmare. His blade was shining, ready to slaughter her with ease-

But it was blocked by Fox's arm blade. The Knight had instinctively blocked the attack, as if he knew that was about to happen.

"A pathetic display," The Knight hissed as he flicked his sword- Fox's aura was shattered in an instant. The blade slashed into his armor, leaving behind a nasty chest wound. Coco yelled as she stopped firing in shock-

And in that brief second the Knight appeared in front of her, bashing her with his shield. She dropped her weapon, and the Knight swung his blade-

And Coco crashed into a tree, her left arm shattering alongside her aura.

Cardin's jaw hung agape as the Knight spun around. "This is your fault, you know," he taunted. "You couldn't handle an inconvenient truth, and because of that..." He motioned to the two. "You're down two fighters. This isn't even the worst I can do."

His helmet colors suddenly turned from yellow to red. "Would you like to see that?"

Cardin wanted to scream in horror, but it was so fast-

The others tried to ambush the Knight from behind. Light blasts, sound waves, and lighting struck his armor, but it did NOTHING.

He flew at them, his blade slicing through their auras with ease. Blood soared through the air, as the bodies of Dove, Aurora, and Flynt collapsed on the ground.

The Knight threw his sword in the air before holding his arm out- Neon got clotheslined, her rollerblade-covered feet flinging comically into the air. And then The Knight grabbed her by the throat and threw her down on the ground, shattering her aura.

The thrown blade embedded itself into her leg, and she SCREECHED in pain. The Knight coldly pulled it out and wiped off some of the blood. Cardin cringed- Faunus or not, no one deserved that.

Werlyn focused as her Semblance appeared by her side. She and the beast charged at their enemy- Werlyn swung her axe at his chest, while the wolf bit down on the sword in an attempt to subdue his attack.

The Knight quickly retracted the blade into its sheath and spun it around- the saber appeared again, stabbing its way through Werelyn's chest.

Cardin could only watch in horror. In the time it took to blink, The Knight had thinned their numbers exponentially.

Cardin wanted to cry- this technically WAS his fault. He acted on impulse. He was stubborn. He didn't WANT to hear people tell him what he'd been telling himself for God knows how long.

"See what acting on impulse gets you, boy?" The Knight asked. "If you had complied with your friends' orders to stay back... or did you not hear them? Were you that infuriated with the truth that it blocked out their cries?"

"That's ENOUGH!"

The Knight turned to see Velvet, glaring at him holding her box. "I know Cardin's a total dick, but I'm pretty sure your sadism isn't his fault."

"Perhaps," The Knight conceded. "You approach me without a weapon. Are you trying to invoke my pity before I strike you down?"

"On the contrary," Velvet taunted as the box opened. Projections of Diamondhead popped out, and Velvet grabbed the projection of Crescent Rose. "I was just deciding how hard I'm going to destroy you."

The Knight's grip tightened around his weapon. "Finally, a challenge." The Diamondhead projections ran at The Knight, but he cut through them like butter. He rushed at Velvet, but she leapt into the air, perfectly mimicking Ruby's movements before dropping like a meteor to slash at The Knight.

Not even scratch! Velvet cursed as the Knight swung his sword around. She quickly replicated Myrtenaster to deflect the attack, and then planted her foot on his chest and kicked. For such a small girl, Velvet was strong- she landed a few blows that sent The Knight skidding back before rushing at him, her hands gaining duplicates of the Ember Celicas.

The Knight was actually getting overwhelmed, and Cardin found himself genuinely impressed. Where was this fighting spirit when he picked on Velvet?

Cardin felt a tap on his shoulder, and he turned to see Russel standing behind him. "Why'd you have to do a stupid move like that!?" he cursed the boy.

Cardin grit his teeth. "I don't want to hear it. Do we have a plan?"

"We're running on fumes, but it's working somehow," Russel said. "Those other guys? They went down on purpose."

His eyes widened. "What?"

"You heard me. We're trying to make him lose focus on the group and focus on one of us," Russel explained. "We may not be able to land a single hit on him, but who said every attack had to be physical?"

Cardin frowned. "I don't follow."

He grinned. "Just wait until Yatsuhashi joins the fray."

The Knight kept slashing at Velvet, but she dodged each attack with ease. She slid under the Knight's arm, using a Gambol Shroud copy and wrapping the ribbon around The Knight. She recreated Yang's robotic arm and unraveled the 'skin', ensnaring The Knight even more.

"Any last words?" Velvet grinned as she summoned more projections of Ben's aliens.

"Funny how you think you'll be the one to kill me," The Knight scoffed.

Velvet grinned. "Oh, no, I'm not gonna kill you...but you might just forget how to talk."

Yatsuhashi grabbed the back of The Knight's helmet.

"His Semblance..." Russel said slowly, watching intently. "It's unique. Dude can erase memory."

"Seriously?" Cardin asked incredulously.

"Yeah. Heard he erased his mom's memory when he was young. It's a powerful Semblance…" Russel grinned. "And now, we're gonna weaponize it."

Yatsuhashi yelled as he activated his power. The Knight's body tensed up, before it began to convulse. Cardin grinned- not so tough now, was he?

But The Knight started to laugh. It was the type of laughter you'd hear from a man who just watched his greatest enemy suffer the worst, most humiliating defeat possible.

"Ooh, this will hurt him even MORE!" The Forever Knight sneered. He broke free of the shackles that bound him before grabbing Yatsuhashi's face. He threw the poor boy at Velvet, effectively crushing her. The Diamondheads charged at The Knight, but he merely stalked forward and sliced them apart like animals.

Russel and Cardin watched in horror. "He's a mad man!" Russel exclaimed. "He's fucking unstoppable!"

Cardin's eyes narrowed. "No, no...it's that armor," he realized. "The armor must be enhancing his moves or something. So that helmet must be the brains of the whole thing..."

His eyes darted over to Russel's weapon.

"...hey, can I borrow something?"

The Forever Knight slashed through the final Diamondhead. His breath came out in short pants- a first. He was actually impressed.

"Your efforts are in vain, children," The Knight laughed, looming over Yatsuhashi and Velvet. "You blindly fight a villain you have no chance of winning against. Why battle against the impossible? What worth could it possibly have?"

"HEY! TIN HEAD!"

The Knight's head twisted around to see Cardin marching towards him. Velvet weakly looked up- this was NOT part of the plan.

"To tell you the truth? I don't know what's worth fighting for," Cardin growled. "I don't know why I instigate and say what I don't mean. I know exactly HOW and WHY I'm this way, and maybe I don't want to confront that part of me yet."

The Knight flicked his odachi blade, wiping off the blood. "I see. I've encountered ones like you before...are you certain you'll come out of this battle unscathed, child?"

"I don't know. But I am sure of one thing...you FUCKED WITH THE WRONG SCHOOL!" Cardin yelled as he smashed his mace on the ground. The Knight expected another explosion of flames, but to his shock, he was blown away by a strong wind. Cardin had made an unexpected change in his strategy, changing the Dust in his weapon-

Cardin could only feel triumph when he knocked that stupid helmet off. That Knight bastard had done enough to terrorize his fellow classmates, this was justified-

Cardin got a good look at the Knight's face.

...it was an old guy. He had white hair, a square jaw, and a beard that looked new. He didn't look conscious at all. This was the face of a man who'd powered through all their powers combined without breaking a sweat, without even stopping his attack. And he was some old fuddy duddy.

...so why did Cardin think he looked familiar?

Was he someone he saw on the streets? Someone he assisted on a mission? Someone he saw fighting alongside the Hunters a while back?

And why did he suddenly feel bad for beating up on him?

A black and red portal opened up underneath the old man's feet- Grimm colors, Cardin thought briefly as he stared in shock. The helmet in his hands burned, and with a yelp Cardin let go of it. The helmet fell into the same portal the old man disappeared into, and the pool vanished as quickly as it came.

Cardin stared at his burnt hands, and then at the ground before him, feeling more lost and confused than ever.

It all happened so fast.

At first, Kylie, Min, and Kevin were taking care of some wayward Grimm and saving civilians. Typical hack and slash moment, right? Nothing weird there.

Then, as Kylie was about to slice some Grimm's head off, this dude came out of nowhere and grabbed her bladed weapon- not by the chain, by the fucking blade. He didn't even look bothered as he threw it back to her.

"So," the man spoke, his tone somber. "You're Ozpin's newest recruits."

Kylie shot him a strange look. "Huh? We're just students here."

"Well, you guys are. I just kinda hang out in the dorms," Min interjected.

"What the hell does Ozpin have to do with any of this?" Kevin demanded to know.

"Simple; you're all of his pawns," Hazel proclaimed. "History teaches us that men and nations behave wisely once they have exhausted all other alternatives. Despite our years of fighting and how much we've whittled down his support...Ozpin never surrenders. You're just bodies in his wake of destruction."

"What the hell is this guy going on about? We're just trying to save civilians!" Kevin yelled.

"They were already taken care of," Hazel said with a frown. "I led them to a safe haven. There are good people here. War paralyzes your courage and deadens the spirit of true manhood."

"...I don't think I can connect with the second part of that statement," Kylie admitted.

"Again, we're just students," Kevin insisted. "We could give less than a shit about your grudge with Ozzy Ozpin or whatever the fuck."

"Very well. If you won't listen to reason...we'll settle for force," Hazel said as he reached down into his side holsters. Kevin thought he was going to pull a gun, but instead, he pulled out a handful of electric Dust crystals.

He promptly stabbed the gems into his arms, his blood vessels turning yellow and popping out from his skin, with electricity coating his flesh. His eyes turned yellow before he let out an intimidating roar.

Kylie blinked. "Well, shit."

Kevin cracked his neck. "Alrighty, didn't expect that." He activated the AntiTrix and scrolled to Six for Fighting's icon. He slapped down the faceplate; Kevin's left arm became lavender and muscular, with his right arm following suit. Two sets of extra arms sprouted out of his lower torso area, which made a fist. Six for Fighting cracked all three sets of his hands,and grinned.

Hazel leapt forward to charge into Kevin, but he punched the man hard enough to send him flying a few meters away. Hazel quickly stood back up, and Min stepped up to the plate. Her eyes started to glow as debris went flying at Hazel at incredible speeds. Her opponent simply walked through the attack, completely unscathed. Min kept on throwing debris at him, but his aura barely reacted.

"Maybe you're just not hitting him with the right kind of weapon!" Kylie swung True Rebel's whip axe form at Hazel's neck, but the man simply brought his hand up caught it. Kylie smirked as gas started to leak from one of the holes on the weapon. "Damaging fog of poison. Should really hurt his aura..."

But to her shock, the man's aura stayed intact. Kylie pulled back her weapon. "Okay...anyone got any other ideas?"

"Got a few of em," Kevin said, clenching his fists. He slammed his palms together, creating a sonic boom that hit Hazel dead in the chest...but did nothing. Kevin grit his teeth and charged, throwing a punch right at his face. Hazel simply caught it before grabbing Kevin's entire arm. He swung the alien around before throwing him right at Kylie and Min. Both girls disappeared, one into the shadows and the other by turning into mist, letting Kevin's massive form pass right through them.

"Alright, that didn't pan out..." Kylie sighed as she quickly reformed. She gripped her weapon as Hazel charged at her. He tried to smash her with his fists, but Kylie was a little faster than he was. Hazel grunted as he pulled out two more Dust crystals, these ones red in color. He plunged them into his arms, and his pronounced veins and eyes suddenly turned an ominous blood red. Kylie gasped as Hazel conjured up a fireball in his palm.

"The real and lasting victories are those of peace and not of war," Hazel declared. "I could let all of you go if you just stopped the fighting."

"Fat chance, buddy," Kylie huffed.

Hazel closed his eyes before throwing multiple fireballs at her. He was playing smart, using a barrage of attacks on a wide area, so there was a slim chance of escape...

But Kylie was determined to bring this guy down. She threw her axe up in the air, jumped up after and caught it, and hurtled toward her hulking opponent, striking him right in the head.

Kylie was sure that a blow that brutal would at least knock him out...but Hazel simply grabbed her torso.

"You are starting to annoy me," Hazel grumbled as he shocked her. Kylie screamed as he threw her across the field like a ragdoll. She turned into smoke when she hit the wall, but quickly reformed. She pulled out her pistol and tried to aim for the Dust crystals on Hazel's forearms, but he was moving too much. There was no way she could make that shot.

"Need some luck?" Kylie turned around to see Min standing behind her. "I've got some to spare."

"Lay it on me." Kylie grinned as she took aim once more. Min's eyes started to glow as Kylie fired the first few bullets. They miraculously hit their targets, a few of the fire crystals on his arm, to prevent him from using those annoying ranged attacks again.

Kylie threw her weapon at him once more, wrapping around his arm.

"This trick again?" Hazel laughed. "I give you credit. Simple and clean."

"Not exactly." Kylie smirked as the weapon started to spark. Suddenly, a thousand volts of electricity ran through Hazel's body, briefly stunning him. Yes, his body could handle physical damage- just not inner damage.

...well, it could handle inner damage, Kylie learned. How did she learn this?

When Hazel pulled his arm hard enough on the chain to dislocate her shoulder from across the fucking way. Kylie screamed as she fell to the ground.

"No!" Min yelled, losing focus.

Hazel charged at the girls, but Kevin grabbed him, forcing him through a few walls to tire him out. Hazel didn't even react; he simply discharged electricity before launching off of Kevin with a loud explosion. Kevin grunted as Doppler formed two weapons around his larger forearms, two massive crystal gauntlets. Kevin sharpened them into blades, and he and Hazel once more ran at each other.

Hazel threw a punch, but Kevin easily sidestepped and stabbed him in the stomach. Kevin grinned, but Hazel simply huffed in annoyance, grabbing onto Kevin's face and shocked him once more. He stumbled back, shaking his head in pain.

"I think I get it," Kevin mumbled, looking down at Hazel's nasty stomach wound. "Your semblance renders you insensitive to pain."

"Perceptive," Hazel said appraisingly. "But late." He lunged forward, his hand extended out, going to grab Kevin's neck. Kevin quickly shot out some diamond shards that slowed Hazel down, digging into his body and arms.

"Jeez, I can't tell Dust from crystals now..." Kevin quipped, as Doppler quickly changed his weapons to Radiohead's armored hands. "Thankfully, Black Ice's crystals are very weak to sound...and I bet you are too."

Kevin's weapon released multiple soundwaves at ear piercing levels and directed them at different surfaces to disorientate Hazel, leaving him more vulnerable to attack. Yes, Hazel's ability protected him from physical damage...but sound was a different story.

Hazel started to keel over in pain, and Kevin shifted to Rush and started to attack him from all sorts of angles, slashing and kicking him repeatedly. Hazel wildly swung his arms around, trying to hit the pest, but Kevin avoided each blow.

"What's the matter?" Kevin taunted as he leapt off a wall. "You missed me! Looks like you can only fight at ground level-"

Kevin smashed his leg into Hazel's face, not doing much damage but GOD was it cathartic.

"But I can fight anywhere!"

Kevin leapt back, clinging to a wall- he shifted into Blink-182 and fired off blasts of ice from his eyes. They were more to keep Hazel in place for a little while so he could get some more free shots in. Hazel's hands and feet were frozen solid, and the man hissed in annoyance.

Kevin fired off a barrage of plasma blasts, which he could see was affecting Hazel's aura- the glass-like barrier around his body had some cracks in it. Hazel just sat there in silence, not trying to escape or even making an effort to budge...

When your enemy lets you get in so many free shots for this long, something's up. That's what Anna always said.

And her hunch was right.

Hazel grabbed the ground, and it suddenly exploded from the force of the electricity. Kevin was sent flying through a few walls, while Kylie and Min grouped back up with the now human Kevin.

"This guy...his semblance and aura control is insane," Kevin said, coughing a bit. "I've never seen anything like it."

"Even if I used my powers to dampen his powers, he's still got a variety of Dusts to use. And that insane striking power..." Kylie noted, clutching her limp arm. "The guy's an absolute beast."

"Not even my magic can slow him down. And I'm kinda running on empty right now...do we run?" Min asked, already looking for escape routes.

Doppler cleared his throat. "Not exactly. I've got an idea..."

The three of them looked at him, confused.

"...ok, what the fuck are you talking about?" Kevin deadpanned.

"I've got an idea. I ran some quick calculations, and it might be crazy enough to work," Doppler explained. "But you'll have to trust me on this."

"Alright, fine. What's the plan?" Kevin asked. Doppler turned to the dial on the Antitrix. He twisted it a few times before showing Kevin a new icon. "A new alien? How did you-"

"Not exactly," Doppler explained. "I simply merged two of your fully recovered aliens together, similar to your weapons."

"Seriously? You can do that?" Min asked incredulously.

"Yeah. Why can't you?" he sneered.

"I'd kill you right now if you weren't being helpful," Min growled.

"Girls, girls, you're both pretty," Kevin quipped as he slapped down the AntiTrix. The fusion was...big. It had a larger stature than Hot Shot, and darker flames as well. The burning skull took on a rockier appearance, with sharper fangs and unbalanced eyes, one coming from Hot Shot, the other from Planetary Go. A red core rested in his abdomen, with the AntiTrix resting on his chest.

Kylie stared up at the fusion, eying it curiously. "Ok, so, Hot Shot and Planetary Go...what exactly does THAT make?"

Kevin looked down at his hands before balling them up into fists. "Black Hole Sun." He smirked as he covered his entire body in black and red flames. He charged at Hazel, slamming his shoulder into the bastard. Hazel barely felt the flames burn his flesh as he tried to shock Kevin. He simply brushed off the pain, slamming Hazel through a crumbling wall.

"Let's make things even now, shall we?" Kevin taunted. He performed a brutal overhead hammer swing with both fists on Hazel's head; there were even more cracks in his aura now. Hazel yelled as he threw his fist forward, but Kevin just caught it with a gravity field.

Hazel grimaced as Kevin pushed him back. Hazel dug new crystals into his arms, these ones a shining emerald color, along with two new red crystals. Two massive plant tendrils covered his entire arms with the tips catching fire.

Kevin frowned, suddenly feeling lightheaded. He was quick to recover, however, as he launched multiple fireballs at Hazel. Hazel whipped his arms around two giant pieces of debris, tossing them at the flurry of fire balls. The fireballs smashed against the attack, leaving tiny scorch marks. Kevin once more caught it in his gravity field, clenching his fist as it shattered into tiny pieces.

Kevin once more coated his body in flames, rushing through the attack. Hazel frowned. "The same attack again," he hissed. "I expected more."

He whipped his tendrils around Kevin to block the attack, and Kevin's flames just barely managed to scorch the plants coating his arms.

But gravity, however, caused his tendrils to drop like anvils. Hazel grunted, struggling to fight back, and Kevin raised his left arm. "And just to make sure you won't be standing back up for a while-" A few pieces of debris levitated around him, before he lit them on fire-

"AUGH!" Kevin suddenly gripped his chest. The attack fell to the ground, and his left hand quickly turned numb. Kevin reverted back to human, pale and sweaty and breathing heavily.

"What...the fuck...is happening?" he gasped as Doppler popped out of the AntiTrix.

"I...I think you're having a heart attack," Doppler explained anxiously. "The energy from the transformation must have overloaded your body and aggravated your symptoms."

Kevin grunted as Min and Kylie ran over. "Fucking hell," Min swore as she quickly formed a portal to the safe zone. "We have to get him some help. NOW."

"On it," Kylie said as she put her brother's right arm around her shoulder, with Min taking the other. Hazel simply glared as he watched them disappear through the portal.

The gravity effects had worn off on his tendrils a while ago. But he didn't dare strike them. Why?

...he didn't know, to be honest. Was it Kevin's similarities to Hazel, or Kylie's similarities to his sister?

Whatever the reason, he had to agree on one thing- nobody needed to die today.

Yang knew from the second Neo appeared from behind that flayed corpse, she was bad news. Plus, that smirk? Totally evil. No doubt about it.

Yang unleashed a shot from Ember Celica, prompting her opponent to flip backwards so as to avoid the blast, landing in a crouch.

That meant to miss? Her face teased.

Yang walked over to Neo as she stood up, and the two stared at one another, Neo with a smile and Yang with a frown.

Neo looked down at Yang's chest and snickered. How can you fight with those? She joked.

Yang tightened her fist and threw a punch at Neo's face. There was a disorientating white flash, causing Yang to miss and stumble back. Neo opened her umbrella, and the fight truly began.

Try to keep up now. Neo smirked as she twirled her umbrellas.

Yang rushed forwards, unleashing a flurry of several punches, resetting each time instead of redirecting her blows. Neo effortlessly dodged each attack, moving her body swiftly in order to avoid them in a very laid back, but extremely effective style. With every unsuccessful punch, elbow, and kick, Yang continued moving forward as her last three blows brought her to a knee.

How cute, Neo thought. Blondie thinks she has a chance.

She attempted a roundhouse kick, but that allowed Neo to deliver a spinning hook kick, knocking Yang to the ground. Yang growled in anger and tried to get back up, but Neo performed a devastating drop kick. However, Yang dodged by rolling away and sprung up to attack once more. Neo countered quickly, pulling Yang's arm in with her own and sending a well-executed ax kick to Yang's chin, before punting Yang in the stomach with a perfect side kick.

Neo then began pushing Yang back via her umbrella. It was like a switch; a second ago, she was completely defensive, but now she was on the offensive. Yang tried to counter her movements with Ember Celica, but the shorter girl was able to effortlessly push Yang back against a wall, at least until the latter shot a blast directly towards Neo's feet. Neo, however, backflipped effortlessly, and she landed perfectly in a sitting position on a flaming desk, awaiting Yang's next attack.

As Yang approached her, Neo smirked tauntingly, which understandably made Yang unleash another attack. Neo dodged and began kicking Yang back once more. She unleashed another blast from Ember, which Neo blocked. The two sparred briefly, hand to hand, before Yang grabbed Neo's foot and pulled her closer to throw her, only for Neo to perfectly counter. She easily grappled Yang and used her momentum to throw her opponent over her shoulder and into a wall. Neo had won!

...until she felt something tug on her arm. She looked down to see something wrapped around it-

A string.

Her eyes followed it back to the source, just as Yang weakly stood back up. The string was directly attached to her robotic arm.

"There," Yang huffed. "Now I have an easy shot." She tugged on the wire, sending Neo flying towards her. Yang reared her arms back as her hair caught on fire.

Yang roared as she unleashed a stronger, faster, and farther-reaching barrage of punches than normal. She'd NEVER had a battle like this, where she'd been pushed to the edge. It was almost cathartic to hit Neo over and over again... meanwhile, Neo felt the worst damage she'd ever felt before. It felt like being hit by a train and truck simultaneously. It had been a long time since she had been hurt in battle, especially like this! What the hell was happening?!

Yang reeled back her arm as she quickly changed her rounds. The wire around Neo's arm unraveled, reforming around metal and screws. "See ya...LATER!" Yang yelled as she shot an air Dust bullet into Neo's umbrella. The blast was so powerful it sent Neo flying into the air, leaving her at the mercy of the airborne Grimm. Yang took a few deep breaths before she collapsed on the floor, coughing and wheezing.

...of course, she couldn't sit along too long.

There were still people out there.

Weiss rushed through the fire and flames, trying to find her father- she was sure she heard him scream in midst of all the chaos. Weiss threw out a sheet of ice to extinguish the flames in front of her, to see-

Kylie's battered and bruised body...

The world seemed to stop as Weiss stood there and stared, before rushing towards her friend. This couldn't be real, right? This had to be some kind of sick joke; some kind of stupid prank made to make her upset? Right?!

Picking up her body, Weiss quickly placed her head toward Kylie's chest and could hear the faint remnants of a heartbeat. She was still OK...but she wouldn't be for long; she could only sit there and hope that she would be able to find help for her, all the while the fires in the room seemed to almost be frozen over by the sudden wave of icy snow that passed through the area. But with that ice came a soft voice, tantalizing and taunting, filled with nothing but malice.

"Oh poor, poor ice queen. Did you really think that you're above the consequences of your actions? People like her are just victims of what you did; what your entire family did. Why sit there and grieve when you know that you never gave a damn about her in the first place?"

Weiss could almost feel a blood vessel burst as she quickly turned, trying to find the source of the voice. "Shut up! You don't know anything about me and Kylie!" she cried, her emotions boiling over as the voice only seemed to move closer, the shadows cutting deeper and the room starting to spin.

"You can try all you want to hide from your mistakes, but you will never truly escape. No...your only option is looking into the mirror and putting on a mask to try and seem like the perfect little angel; because no one else will love you otherwise!"

Weiss could only back up, her heart beating faster and faster as she shook her head. Tears formed in her eyes, and she clenched them shut and tried to force whatever this was out of her head, like a child trying to escape a nightmare. All the while the rattling of chains could be heard as a weapon was slowly placed to Weiss' throat...no body in her arms, just her and her unknown assailant who would gladly wait for Weiss to let her kill her.

She wasn't about to let this bitch live; the rich always devoured the poor and finally Weiss Schnee was going to get what she fucking deserved. Emerald continued to speak, her voice hypnotic and filled with venom.

*"Look around you...all of this? It's your fault. The thousands of innocent lives that have been lost today was because of your selfishness, your arrogance, and your greed. Take a look...and see what you did." Her voice was sickeningly sweet as the scene shifted once again. Weiss could only look down into her arms as she noticed that Kylie was still there, and it took all of her strength not to collapse right then and there.

The corpse in her arms was completely frozen over, frost bitten and falling apart. Her eyes were wide open and staring blankly at Weiss' own, as if pleading to her to stop...and all around she could see shattered remnants of what once were her teammates and friends.

Ruby, Blake, Yang, Ben... all of them were strewn about in a heap as the snow and ice only continued to grow...and with it so came the laughter of one man.

...her biological father...

The one thing that Weiss could never escape from. Her gilded cage and ruined childhood, forced to become the Schnee heiress, forced her to be perfect-

"N-No...No! T-This isn't real...this isn't-!"

Before Weiss could finish, she could feel the icy touch of one of the corpses, keeping her pinned to the spot. The laughter only continued as Weiss could see more and more of the ice turn a reddish hue. She could hear all of them, the fear, the anxiety, the pain. All of it was rushing through her as outside her mental prison, Emerald waited with bated breath. Holding the blade closer to Weiss' throat, she started to speak once more-

"Now you see it, don't you Schnee? The poor children that YOU helped kill. You might as well just kill yourself and let them be at peace. Let the world move on without some snot-nosed brat trying to be holier than thou, right?" All Weiss could do was stare, the scar on her face burning as she could feel the weight of her sins beginning to crawl upon her back. Around her though...the ice began to swirl and form... Weiss knew why she was seeing this.

All this time she had been keeping to herself, a prison of her own creation. Weiss was no hero; at least as a Schnee she was no different from those that stood by and did nothing whilst others suffered. She could try all she wanted to break free with words alone, saying that she was different from her name...

No.

Words would not cut the ice this time.

"I'm not my family name...I'm not...I'm not this." Weiss' voice shook as she nearly fell to her knees. Only Emerald's gun kept her standing, the barrel tilted up to Weiss' chin, blade pressed tight against her neck.

"Goodbye, Weiss Schnee. Let's hope the world spits on your corpse."

But before she could pull the trigger, Emerald suddenly flinched. She couldn't feel her fingers? Why couldn't she feel them? The hell was going on?!

She quickly tried again and again to press down on the trigger, but it was like her hand was frozen in place. Little did she think that the ice and snow around the pair had been circling closer and closer toward Weiss. The fear, the anxiety, the crying...it all came together when Weiss suddenly lurched, her body pushing forward as her rapier dug into the ground.

"W-What? How did you...?" Emerald stuttered in shock. How did Weiss get out from her grip?! And why was she still unable to move?!

It was then that Weiss' armour started to show some new signs: the Schnee glyph- something Emerald was all too familiar with as their hair began to flow faster within the circling winds. Weiss' armoured gloves were surrounded by a powerful cyan hue, and a glyph spread out underneath them, revealing a larger figure that slowly loomed over them.

It was tall, not like a beast, but like a warrior rising from a bloody battlefield. In their hands was a great sword bigger and larger than any person. The holes in their helmet glowed a deep blue that should have been laid to rest, but now had one mission...

Protect the one that brought him back.

Weiss' braid had become undone as her hair continued to flow, but now her eyes were open. The knight before her merely looked back and gave a soft nod. The heiress could only look at her frozen surroundings before seeing the perpetrator before her.

"How?! How the hell did you do this?! You should have-!"

"Should have shattered?" Weiss said slowly. "I honestly don't know myself. But I realized one thing...you're right. I am like my family in that I have stood by and done nothing. But I'm not about to stand here and let someone like you take my life and end the good that I have done for myself, for team RWBY, for everyone I ever met. I've broken out of my gilded prison before, and I can do it again!"

Weiss took a step forward, the knight in front of her moving in tandem. With a heavy clash of their sword the ice around the two became a misty, opaque smoke.

"I am not my father, I am not my sister, and I am not what anyone else expects me to be! I am myself...me! I am Weiss Schnee!" And with that declaration, the knight let out a roar as it charged forward. Emerald quickly gained control of her legs and dodged as fast as she could.

Weiss spun her rapier and slammed it to the ground again. A large wall of ice burst from the earth as the knight charged again, this time slamming its blade into Emerald and knocking her forward. The thief could only grunt as she moved off the wall and onto the knight's blade, firing towards its face as it swung a fist, knocking Emerald off and sending her flying through the air-

But as she was flying, her body seemed to disappear. Weiss could only focus as best she could as she could hear voices of her comrades all around her. She wasn't going to let herself be bested by mind games, not this time! Closing her eyes, the knight started to move for her, almost like it had a will of its own. Emerald charged out from behind Weiss, aiming to skewer her quickly so that she could get out and regroup-

Only to be met with the intimidating presence of the knight itself. Weiss' eyes were still closed as she turned to face Emerald. A new voice now rang out, a voice Emerald did not conjure up.

"Don't you dare touch her. You do not have the right to hurt her, not any more!" The knight's voice was old and rumbly, like a man who had spent his entire life traversing the frozen tundra. It calmed Weiss' nerves, but Emerald could only stand there and point her weapon, her voice laced with pain and frustration.

"SHUT UP! People like her are the reason I suffered for years! What's one less rich heiress for the world to deal with?! HUH?!" she screamed, her own tears flowing as she charged at the knight, slashing at it as hard as she could. The towering being stumbled back, only for Emerald to jump up slash at it again, and again, and again.

"All my life I've had to suffer because of people like you! Looking down on me like some street rat because I wasn't able to survive without stealing for myself! Well, now look who's laughing, Weiss Schnee! LOOK WHO'S LAUGHING NOW!" Emerald madly tore through the summoned knight and prepared to bisect the heiress-

Weiss stepped forward and punched her in the face. It looked as if that one attack drained most of her energy; the arm of her summoned knight was the only thing that remained.

Emerald was sprawled across the floor, clutching at her cheek as blood slowly trickled from her mouth. The heiress stepped forward again, stumbling slightly as her aura started to fizzle out.

"You...might have suffered...but you have no right forcing that suffering onto others. What the people back then did to you I cannot excuse, but to try and take my life...and potentially the lives of others? You've lost all sympathy that I could have given to you."

Her tone was cold, piercing and sharp as Emerald's eyes widened. Her fists balled up as she found herself on the verge of tearing up again. She felt lost and confused, like she did all those years ago, before she met Hope-

With a loud, heart wrenching scream, Emerald disappeared. In her place was the image of a young girl, wearing tattered rags and her small, malnourished body beaten and bruised, sobbing pitifully as she sat there in the freezing cold.

Weiss, so very weak and tired, collapsed to her knees. She knew what the hallucination meant, and she couldn't help but pity her opponent. They would meet again, Weiss knew, and while she wanted them to meet on better terms, she knew how unlikely that was. Weiss entertained the idea of helping Emerald, but would she even take the chance? Would Emerald even want redemption? Was Weiss being naive, offering her enemy a way out?

Weiss closed her eyes as her aura finally gave out, her hair now fully down as she used her rapier to keep herself up. She could hear the sounds of people outside and she knew that she couldn't stay for long...she had to regroup. Who knows how many people still needed help?

Ceres hated all this screaming. She also hated how easy it was to block it out- racing through the flames was sickeningly familiar to her. Actually, everything was: the out-of-nowhere attack, the manipulation, the endgame, the stench of smoke and burning flesh… Ceres grit her teeth and pushed forward-

Only to come to a dead stop. Cass was standing on the other end of the pathway. She smiled and gave a lazy, sarcastic clap.

"Good job on winning, Ceres," Cass drawled. "A little overkill in my opinion, but then again, it's always fun to humiliate an enemy when they're down. And you? You certainly made an example of poor Penny Polendina. Gods rest her mechanical heart."

Ceres narrowed her eyes. "So, why'd you do this? What do you have to gain in terrorizing and hurting so many people?"

"You seriously see these things as humans?" Cass scoffed. She held up a hand and began to count off. "The average human body has enough iron in it to forge a metal nail that is 3-inches long; enough sulfur to kill all fleas on a dog; enough carbon to make 900 pencils; enough potassium to fire a toy cannon; enough fat to make 7 bars of soap; and enough phosphorus to make 2,200 match heads," she spat. "That's all I see. Nothing but a system of irrational elements working to ruin the world around it. This world needs to be purged and rewritten so that it can properly thrive the way nature intended it to."

Ceres activated her gauntlets. "Not if I have anything to say about it."

"I'm sure you do." Cass lazily put her foot forward. "But I think those will be fun last words." She tapped her toes and the ground exploded, sending debris everywhere. Ceres was blown back by the force of the explosion and crash landed on the ground. Her back had taken quite a blow, but it wasn't enough to keep her down. Ceres catapulted back up and nearly flew towards Cass, who was walking away.

Ceres winded up and delivered a gauntlet punch to the back of Cass' head. The attack was so powerful it caused some of the still standing booths to blow back. Cass barely reacted; her aura rippled a bit, but she was still standing.

"Forget about my semblance, genius?" Cass spat, snapping her fingers. An explosion erupted around her, blowing Ceres back again. She flipped through the air and landed on her feet.

"Oh yeah, kinetic energy absorption and release," Ceres noted, brushing off some ash. "Just like Yang."

"Please, Yang wishes she could control her semblance this well," Cass laughed, pulling out her weapon. "I'm just surprised you're still standing."

Ceres frowned as she narrowed her eyes. Cass smirked and fired three bullets at her. Ceres deflected the shots with her gauntlets and quickly closed the distance between the two. Cass grinned, half expecting Ceres to throw another haymaker at her face-

But Ceres ignited her fist and unleashed a burst of blue flames that Cass narrowly avoided.

"Kinetic energy absorption is handy for fighting someone like me, I'll give you that." Ceres grinned. "Too bad you don't have thermal energy absorption!"

Cass huffed as she swung her kusarigama around, tossing the blade at a straight angle. The attack flew past Ceres, slicing her cheek. Cass pulled it back, and the blade dug into Ceres' back. She expected her opponent to be immediately bisected by the blade, but instead, the attack seemed to stop. Cass couldn't hear it clearly over the fire and flames, but...

Was her weapon...cracking?

Ceres grabbed the chain and pulled, sending Cass flying towards her. Ceres rushed towards her target and grabbed her by the throat. She dragged Cass across the ground and smashed her face into the booths still standing. The sheer brutality of it would be enough to throw an ordinary person off their game completely. But since when was Cass ordinary?

She clasped her hands around Ceres' arm, sending as much energy into her palms as possible- Ceres couldn't throw her so easily if she was missing a limb, now could she?

The explosion detonated and Cass could smell burning metal, but, aside from a destroyed gauntlet, nothing changed. Ceres' grip was still like iron and her wrist wasn't a bloody stump.

"What the fuck is going on?!" Cass screamed as Ceres threw her onto the ground. She bounced on the grass but, before she could move, Ceres stomped her foot on Cass' chest. A large mechanism slid out from the remaining gauntlet, and Ceres aimed it at Cass. With a grin, Ceres unleashed a massive pillar of fire, incinerating the area. Cass' aura, while it kept her safe from 90% of the damage...couldn't resist the other ten. She screamed in pain and horror as the fire raged on for a full minute. When it died down, Cass was silent and still.

Ceres snorted as she walked off. That was easy.

...that was easy.

Why did that not sit well with her?

"Something wrong?"

Cass' nonchalant tone almost made Ceres jump. She spun around to see Cass laying there in a bored fashion, as if nothing had happened. Her aura was basically gone, so why was she acting so confident? What was there to gain?

"Not gonna lie, you're pretty sneaky," Ceres said, faking nonchalance. "And strong. My gauntlets are made to withstand Pyronite and Petrosapien attacks, and you took one out in an instant. I'm genuinely impressed."

Cass grinned. "I'm stronger than one would think. Raised by the best, trained by the best of the worst. But I hold back. You know, out of courtesy. That being said..."

Her eyes gained a hazy, eerie orange glow to them.

"I think it's time to drop all the formalities, bitch."

Blue scales slid over Ceres' skin, coating her in an extra layer of protection. "You sure you wanna go that route?" she asked, voice low and dangerous. Her eyes, slitted like a snake's and as blue as a glacier, suddenly glowed gold. "Do you really want to go all out against me?"

Cass wasn't even worried by the sudden change in Ceres' skin, nor by the fact her battle aura had turned even more dangerous. Cass just gave an unnerving smile as the wind picked up around the fairground...

And she rushed forward, delivering a powerful blow into Ceres' gut.

Ceres went skidding back, crashing through a restaurant. The sign- Dragon's Inn- collapsed on top of her, as well as the rest of the building. Cass laughed maliciously, the wind picking up-

The restaurant erupted in brilliant blue flames, and something came out of the wreckage. Cass stopped laughing and took a step back.

More of those strange scales had appeared on Ceres' body, running up her neck and almost to her face. The scales on her hands now formed claws, talons, something unnerving. Cass had forgotten Ceres was an alien up until this point- she just looked like a human, maybe a Faunus with the horns...

Cass shook away her confusion, conjuring up a fireball from thin air and hurling it at her opponent.

The fire turned blue before it hit her, and Ceres stepped into the flames. When she stepped out, she had changed. Instead of her usual clothes, there was a black body suit that showed off muscular arms and legs. Instead of shoes, her feet were bare and digitigrade. Instead of short, choppy hair, it was long and silky. Instead of small, cat-like horns, they curled around Ceres' head like a crown. Instead of blue eyes, they were a reptilian yellow. And instead of a human-esque body, her form had turned draconic, complete with long black claws, dangerous looking fangs, a long tail, and huge, demonic wings that fanned out, dispersing the flames around her.

Cass was at a loss for words- the files she had on Ceres NEVER mentioned anything like this. "She did say this wasn't gonna be easy..." Cass muttered, refocusing. Two weapons, a claymore sword and a shield that were sculpted from the flickering flames around her, appeared on her person.

The wind blew again, and Cass took off running again, but soon her feet weren't touching the ground at all- the girl was flying at Ceres, faster than the eye could register. Cass swung her sword-

And Ceres let out a roar so loud, so piercing, so devastating, that Cass was blown right back. Her weapons shattered along with multiple other stalls, and she could feel blood trickle out of her ears as she crash landed to the ground, making a small crater.

Cass shuddered- this new form of hers- what the hell was it?!

"What kind of power up is this?" she taunted as she stood back up. Only her tense shoulders belied her fear. "Your true self? The monster you hide from the world?"

Cass' lips curled into a sneer. "The raging monster that wiped out an entire race...on accident?"

A twitch of an eyebrow. Cass grinned.

"Oh, that struck a nerve, huh~?"

Blood.

The taste filled her mouth, the stench her nose. Cass held up her hand to see it covered in red. A stream of it escaped from her torso. Ceres flicked some blood from her claws.

"Wanna try again?" the monster asked as Cass fell to her knees.

Cass' breaths were short and panicky. How did she get over here that fast? Cass thought. I barely blinked, and she was in front of me in SECONDS...

Cass covered up the wound with ice, before forming two floating orbs that shot out walls of ice. Ceres' biological weakness- it would slow her down and give Cass time to recover-

Ceres swatted them to the side and began to walk forward.

Towards Cass.

(The remaining fire around them was beginning to turn blue.)

Cass couldn't think straight- her mind only saw one horrific outcome. Her body, burnt to a crisp. Her horrific mistress, quietly mourning, alongside the rest of her group. And...

Her mother.

Cinder.

Cass couldn't bear to imagine how she would feel. The two were so alike...

And just because someone had more power didn't mean they couldn't be beaten. Ben Tennyson was a good example- with each new alien form, there was at least one or two downsides to them. Now, what was Ceres' one weakness in this form?

Think Cass, think!

Ceres kept walking.

Think Cass, think!

She was so close.

THINK-

The air around them howled, blowing out all the fire. Cass screamed as ice fell in sheets from the heavy gray clouds above.

CRASH! The first ice sheet made Ceres stumble a bit. She looked as if she didn't even register the pain. CRASH! The second sheet actually made her wobble and lose a bit of balance, but she was still standing tall.

But the third...

Actually made her fall to the ground.

Cass let out a hysterical little laugh. "Even like this you're still weak to cold!" she exclaimed. "It's a natural weakness! I can actually beat you-!"

She choked on her words, her feet dangling in the air. Hot, smooth scales were wrapped around her throat, and what felt like claws dug into the back of her neck. She uselessly grappled with the single arm that held her up as she stared into those hateful yellow eyes. There was a fleeting thought from the logical part of her brain- it was a tiny sliver now, the rest of her was screaming in terror, but it was enough to make her realize:

This was true fear. It wasn't Salem, or the Grimm, or even those fake brothers who thought they could play with humanity whenever they saw fit. No. Fear was a furious Ceres North with everything to lose.

And Cass had intentionally tried to anger her.

Cass took a deep breath, her eyes lighting up once more. She needed to throw something, anything, EVERYTHING at this monster. Lightning strafed the skies and struck the ground, causing the Earth to explode. The wind uprooted trees and left frost on the ground, and the fall leaves in the air flew hard enough to be like makeshift daggers against Ceres' skin-

Cass didn't know if it was effective, because she was gone. Ceres had lost her grip on her somehow, and as far as Cass knew, that monster was buried underneath layers of ice and earth.

Ceres eventually stood back up, upending debris and snow. She coughed up black blood and grimaced at the taste. She took a look at the campus- now a veritable wasteland- and saw that Cass was long gone.

She narrowed her eyes. "Coward."

She threw up more blood, and the world went dark.

A/N: Sorry this took so long, I had finals, WinterWitch had work and we both have DEPRESSION

Please leave a review! And expect something on Ben 10 day, the 27th~