Roughly 22 chapters left this year. Just some more plot stuff before I drop a massive bomb on all of you. : )

Also, any Bleach watchers feel vindicated recently? Eat your heart out, Naruto.

Anyways, here's your chapter. Here's the Discord: /cgFmXz3qJ5


Even among the tundras of Solitas, the news arrived like a cold slap to the face. Thornmane's and Harper's true colors had finally been revealed to all of them. The Outcasts and Team BRIR both had been manipulated into this controlled conflict. Bianaca had trusted Thornmane, thinking he had the same ideals as her, to keep the Arrowfell technology out of the wrong hands. Instead, she and her entire time were just pawns for him to move on the board. As for the Outcasts, Harper and Thornmane had seemed like good people when they first met them. The former might have been a new face to the Outcasts but she seemed fine, and the latter, despite being rejected from the Ace-Ops, went on to found an organization dedicated to helping the people beyond Atlas and Mantle. Were those personas just masks and the two had been playing them all along?

Only the traitors themselves had the answers. And they were all very insistent on getting answers.

"Son of a bitch," Ben muttered under his breath.

"We should've known. He showed up at the start, probably to monitor BRIR or something." Rex frowned.

"Steal the orbs and set us up as the fall guys, hire Locus and Felix as extra muscle, use Harper as his eyes and ears on the inside, Fiefstone fills the orbs and causes unrest that can be used as fuel, and Glass moves the orbs into position," Weiss listed off, "He had everything set from the start."

"And let's not forget us. Just another bunch of disposable 'assets' he can throw at you," Ivy hissed.

"No wonder he was an Ace-Ops candidate," Yaz scoffed.

"Fiefstone, Felix and Locus, Thornmane, and Harper. All of them had a tie to the military or the Ace-Ops and all of them were outliers…" Kylie hummed.

"The hell's the turn out rate for being accepted into the Ace-Ops?" Yang asked.

"Considering the fact that there are only ever five active at a time…" Yaz countered.

"So pretty low then."

"Seems like it," Ben said, his voice tight with worry. "But we can't focus on that right now. We need to stop them from getting away with those orbs."

"Agreed," Ruby said firmly. "We can't let them get away with this."

Rex clenched his fists, anger and determination etched on his face. "It's not a matter of can't...we need to end their bullshit now."

"And…what about us?" Ruda asked, "Is this the part where you arrest us for crimes against Atlas?"

"We should," Yaz huffed.

"But we're not going to," Ruby interjected, much to Yaz's surprise, "You were just doing your jobs and Thornmane took advantage of that. No one's got a problem with that, right?"

She didn't say her name, but Yaz knew that last part was specifically directed at her.

"...no problems," Yaz sighed.

"We'll put in a good for you with Ironwood," Weiss promised, "Let him know you were manipulated as well. I'm sure he'll understand."

"But we probably won't have time before our ride shows up, sooo," Yang trailed off.

"So it might be better if we make ourselves scarce before it shows," Roane finished.

"No argument from me," Ivy agreed, using her Semblance to open a portal, "One of you be ready on the other side, just in case it takes too much out of me."

"I got it!" Ruda promised before leaping through the portal, followed by Roane. Bianca moved over to the portal, ready to jump through, but she stopped just before it. Ivy looked to her team leader in confusion. Bianca smirked and turned around to face Ruby, pulling a USB from her belt and tossing it to the Huntress. The red hooded girl caught the USB and looked it over.

"Um, so what's-?" Ruby asked.

"Scroll number," Bianca answered.

"On a USB?"

"Not like we have business cards. Download it. That way if you need us, just a call away," Bianca saluted before she stepped through Ivy's portal. The last member of Team BRIR's Aura flickered, still unused to having her portals used for transportation by others, before she stepped in and the portal closed behind them.


A short time after that, Four Seven Niner arrived in her Manta to pick up the Outcasts and Yaz. The engines sent snow everywhere as the airship descended. The doors slid open, letting the agents all embark onto the ship.

"Sorry if it's a little longer than you were expecting! Hope none of ya have frostbite!" Ash quipped.

"As warm as can be!" Yang said, "Don't we have some turncoats to go after?"

"That we do! Strap in, everyone."

The doors slid shut once the Outcasts were all aboard and the Manta quickly took back to the skies. Lev had already managed to send the coordinates to Ironwood, so they knew where they were heading. The only problem was that, even though they had a proper destination now, their adversaries had quite a head start. Thornmane and Harper would probably get there first, giving them plenty of time to prepare.

For the most part, the Outcasts were theorizing and strategizing for the upcoming battle. Rex, though, was uncharacteristically serious about the whole thing. While he wasn't the most familiar face to the double agent, Yaz knew enough to tell that something was off with him. She thought that Rex was more of a laid back type, the type to always annoy Harriet and get along great with Marrow.

Yaz didn't say anything to him, but she silently tapped on Weiss' shoulder to get her attention. Once the heiress turned to her, the Atlesian agent gestured over to Rex, as if trying to ask Weiss "What's his deal?"

Weiss leaned in close. "His past may be tied to these guys or something. Truth be told, I'm not 100% sure."

Yaz nodded, as Rex glared at Weiss.

"I can still hear you..." Rex huffed.

"Sorry..."

"There's still one thing I don't understand," Blake admitted, "Why? Thornmane never came off as petty, so I doubt that this is because he was rejected from the Ace-Ops."

"I mean there's probably some resentment, but enough to weave a conspiracy like this? Doubtful," Kylie said, "I mean, that'd just be petty."

Ben rubbed his chin. "Maybe it's not just about being rejected," he said. "Maybe it's about power. Think about it. Election season. They were going to use the orbs to cause unrest. If they succeeded, they would have gained a lot of power and influence."

"True," Weiss nodded. "And if they could use the power and influence they gained to take down Ironwood and the Atlesian government, they could create a new order. One where they're in charge."

"But what about the Grimm?" Yang asked. "If they cause enough chaos, they'll attract even more Grimm. That doesn't seem like a good way to maintain power."

"That move isn't about gaining power, it's about taking it away. Several Grimm incursions of that scale, going back to back that stretch Hunters and military personnel thin to protect just three settlements? At best, they'll think the general's ill-equipped and at worst, he's incompetent," Yaz explained.

"And then what? He steps in to fill the power vacuum?" Weiss asked.

"Exactly," Yaz confirmed, "With the support of the people, he can take over as the leader and restore the kingdom to the 'right path' or whatever propaganda he'll spin. And with those orbs, he'll have the power to do it."

"What a vicious cycle..." Kylie shuddered.

"That's how politics work. Spin a lie and watch it fly." Blake frowned.

"Exactly," Weiss agreed. "And if we don't stop them now, who knows how far they'll go to maintain their power. We need to expose them for who they really are."

"Hey Weiss? Still up for being the mission leader on this one?" Ruby offered. True, Ironwood had offered the rest of the Ace-Ops and some soldiers to assist them on this, but considering that Weiss' last mission being the leader ended with a betrayal of a majority of her unit…

Yeah, she deserved a second chance there.

Weiss hesitated for a moment before nodding. "Yes, I am," she said, determination shining in her eyes. "I won't let what happened before affect my ability to lead."

"Good," Ruby said with a smile. "We'll follow your lead."

"Alright then, Specialist Schnee," Kylie said, "when we land, what's the plan?"

Weiss took a deep breath and organized her thoughts. "First, we need to locate the orbs. We eliminate those first, so they can't be used again."

"Agreed," Blake nodded. "Then they can't carry out the full extent of their plans."

"And hopefully fix my Omnitrix in the time being-" Ben's Omnitrix suddenly started to spark. He yelped, shaking his hand. "...uh, whoops?"

"We'll also need to be on the lookout for any traps or ambushes," Yaz added. "Thornmane and Harper are smart. They won't make it easy for us."

"Arrowfell...it was an experimental R&D lab. Do you happen to know any of the projects there?" Blake asked.

"Unfortunately, no, The security for the top secret stuff was handled by a group above even soldiers like Locus and Felix. I've...never seen any of them personally, but the rumored name for them is the White Pawns."

"Creative. Is their leader the White Knight?" Yang asked, half-joking.

"Yes. That's supposedly the call sign of the Atlesian general. Ironwood's predecessor took the name fully as an alias," Yaz said.

"Is that guy still around? I'd love to ask him some questions..." Rex made a fist with his hand.

"Dunno. He dropped off the face of the Earth after some massive Grimm attack." Yaz shrugged.

"So...most likely..." Ben began, but he could see that wasn't the answer Rex wanted to hear.

Locus, Felix, or Thornmane...whoever the nanite-used found first better hope he was in a forgiving mood when they meet.

Rex's mind was focused on one thing.

Answers.

The Manta flew on towards the coordinates, the team preparing themselves mentally and physically for the fight ahead. They couldn't afford to fail this mission for the sake of all of Atlas and Mantle.

About halfway through the flight, another Manta joined them flying towards the location of Arrowfell. Rex's Scroll started going off, a call from Marrow sounded like.

Rex picked up. "Marrow?"

"Hey. Heard what was going on." Marrow said. "Mind if I join the party?"

Ben blinked. "Why not? You already followed us here. No point in turning back now."

"Marrow? Update 'em!" Harriet's voice called out from the other line.

"Was getting to that, Hare," Marrow sighed.

"Update? What happened?" Rex asked.

"Felix and Locus weren't the only traitors, turns out. In addition to whatever robots they can find in the fort and if Thornmane's got any access to Glass' mercs, he's got a whole battalion on his payroll."

"A battalion? How many is that again?" Ruby asked.

"Close to 1,000," Marrow answered.

Ben blinked. "Starting to really miss Echo Echo right about now."

"You're gonna need backup." Elm's voice added.

"Guys, no offense, but I feel like seeing the team Bram was turned away from to attack his base of operations? Seems a bit..." Yang searched for a good word, "Risky."

"That's the point," Clover said, "He'll be so focused on us, that he won't notice you all slip in. Nor will he see your back-up."

Another person joined in on the call, signified by a little blip from the Scroll.

"Sal-u-tations, friends!" Penny beamed as she flew between the duo of gunships.

"Pennyyyyyy!" Ruby cheered.

"Okay, sweet. We got some good back up. Any chance the rest of the Outcasts are gonna show up?" Kylie asked hopefully,

"Negative. They got tied up in business." Clover said.

"How BAD could it be?" Kylie asked.

"Last I heard? They mentioned...what? Five tons of explosives they needed to stop from going off?" Elm tried to remember.

"...what the fuck are they doing?" Yang asked.

"Classified," Clover said.

"I believe there is one thing that we haven't exactly covered. The reports suggested the presence of a rogue team of Huntresses. Are they involved?" Vine asked over the comm.

"Team BRIR, as we've come to learn. A rather impressive list of missions under their belt. If they are on Thornmane's side, then we should apprehend them as soon as possible." Clover added.

"They were manipulated." Ruby interjected, "Thornmane lied to them."

"Didn't they help Locus get away?" Rex scoffed.

"Because they thought those were 'good guys,'" Blake countered, "Thornmane set them up as unwilling accomplices here."

"I still think we should've detained them."

"We didn't have the authority to do so, and it's not our place to punish them for something they were manipulated into doing," Weiss pointed out.

"You all very much had the authority to do so. Those Hunter licenses are a symbol of that. For the first time, I'm agreeing with Rex," Harriet chimed in.

"We can debate that later. Right now, we should focus on the mission ahead," Blake added.

"Right. We've got a job to do," Yang said, determination in her voice.

As the two Mantas approached the coordinates, the massive facility came into view. Fort Arrowfell was a massive compound, nestled away in an uncharted valley out in the massive tundra. Whoever designed the facility must've taken some inspiration from the plans from Vale. Most of the defensive barriers around the R&D lab were natural, just the sheer and jagged frosted-over stone walls of the valley itself, with only a proper perimeter defense up in the front. The wall itself sported several large towers with flat tops at regular intervals. Seeing the facility through the cockpit's window, the team prepared themselves for what was to come.

"We're approaching the drop-off point. Get ready, everyone," Weiss said, her voice steady and confident.

At first, those towers dotting the wall just seemed to be an odd architectural choice. But then, their tops slid open and giant turrets and surface to air missile pods emerged from them. Alarms went off in the Mantas, putting the pilots on edge. Ash flipped a few switches in the cockpit and pods opened up on the backs of the gunships' wings.

"You all might wanna hang onto something!" the pilot warned the Outcasts, "We got incoming!"

"You all might wanna hang onto something," the pilot warned the Outcasts, "I'm picking up anti-air defenses!"

"Of course this place would have that," Ben sighed.

The turrets began firing off tracer rounds into the sky, but none found their mark. Penny flew ahead of the two Mantas and split her Floating Array into two smaller configurations. She fired off green lasers to destroy the rounds before they could even get close to the airships.

Ben activated the Omnitrix, and scrolled to Jetray's icon. He slapped down the Omnitrix, and joined Penny in the fray of the battle. Jetray soared through the sky, dodging the anti-air defenses with ease. He fired off his own energy blasts at the turrets, taking them out one by one. The Outcasts and Atlas soldiers cheered as they watched the turrets explode in mid-air.

Meanwhile, the Outcasts in the Mantas were still under fire, but they managed to maneuver through the defenses with the help of Penny's laser blasts. As they got closer to the fort, they could see that it was heavily guarded with armed soldiers patrolling the perimeter.

"We're getting close," the second pilot announced over the intercom to the Ace-Ops, "Gonna be a bit bumpy!"

"Pilot," Clover began, "take us in first. I want Thornmane's eyes on us. Ace-Ops! Get ready for the drop!"

Vine opened his eyes, getting up from his seat and drawing Thorn off his back. Still pretty rare for the monk-like Ace-Op to actually draw the weapon, the last time he did so was during the second mission to Hong Kong. Elm smirked as Timber shifted into its hammer mode. She was built for missions like this.

"Give the word, sir!" Elm grinned.

"Ready here, sir," Harriet said, her Fast Knuckles ready to punch some traitorous helmets in.

Clover nodded, "Alright, let's do this. Pilots, take us in for the drop. Ace-Ops, prepare for insertion. We don't know what kind of resistance we'll be facing, so stay sharp."

The Mantas flew low over the fortification wall, dodging incoming fire from the anti-air defenses. As they approached the drop zone, the pilots slowed the gunships down and the pods on their wings opened up, releasing ropes and hooks for the Ace-Ops to rappel down. Clover took the first rope, followed by Vine and Harriet, then Elm and Marrow.

"Hey Marrow? Keep track of how many you take down. Loser pays for the next post-mission bar trip!" Elm smirked, taking a running start and leaping out of the Manta with Timber raised for an overhead strike.

"Hey, wait, I didn't say-! gaaaah damn it!" Marrow cursed, before he repelled down the rope as well.

The Outcasts' Manta flew off to the side, letting them all repel down, but they were a bit further away from the main battle. Penny landed along with them, giving a friendly salute.

"Ok, so, how are we getting in?" Kylie asked.

"As Clover said, that is where I come in!" Penny proudly announced, "I discovered something during the attack on Mantle brought about the orbs. There was a secret passageway that, upon reflection, I believe is somehow connected to Arrowfell's own tunnel network!"

"So...there was a way in...from Mantle?" Yang asked, "Why didn't we circle back?"

"Because, if the tunnel system has it," Penny began.

"...then the fort itself might have similar security," Yaz finished.

"Correct! I even reported this to the general and, with his permission, I ran some tests! The lock to these doors is harmonic!"

"Harmonic?" Blake raised an eyebrow, "What does that mean?"

"It means the lock responds to specific frequencies," Penny explained, "and I happen to have a funny little gizmo that can generate those frequencies. But it requires a bit of time to do so."

"How much time?" Weiss asked, checking her weapon.

"Approximately three minutes," Penny replied, "Once the door is unlocked, we should be able to move through the tunnel system undetected."

"Alright, we'll cover you," Ruby said, taking up a defensive position with Crescent Rose at the ready.

"Oh and, before we begin, I must apologize, Blake," Penny said, sounding absolutely devastated, "The frequency used may cause some irritation for you."

Blake's ears drooped. "...I'm used to it thanks to Echo Echo."

Kylie sheepishly grinned. "Sorry."

"Why?"

"...I dunno."

"Right then," Penny said, blinking once before her vision changed to a more tactical perspective. Targeting reticles searched around the area before locking onto the nearest door.

"This way! It's a side door!" Penny said, taking the lead with her thrusters.

As Ben soared through the air, his thoughts raced through his mind. The anti-air defenses had proven to be quite a challenge, but Jetray's speed and agility had allowed him to dodge their attacks and destroy them with ease. He was determined to clear the way for the others and ensure their safe arrival.

With a sharp turn, Ben narrowly avoided a barrage of missiles and retaliated with a powerful energy blast, obliterating the offending turret. He was moving so fast that the air itself seemed to ripple and distort around him. He had to be careful not to get too carried away, though. If he lost control, he could end up doing more harm than good.

As he flew over the fortification wall, he spotted the others below, making their way towards a side door. He knew he had to act fast to clear a path for them. With a fierce determination, he swooped down towards another turret and fired a series of plasma bolts, causing it to explode in a shower of sparks.

With a satisfied grin, Ben regrouped with the others at the side door. He reverted back to human. "Okay, Jetray's pretty awesome." Ben admitted.

"As I said, this will take three minutes. Oh and Weiss, do forgive me if I'm not the best at this," Penny beamed.

"Not the best at what?" Weiss asked. She got her answer when the Protector of Mantle raised her arms and she activated her harmonic key. And from a non-scientific perspective, Penny was "singing" at the door. Blake immediately understood what the mechanical Huntress meant when she said "irritation." It wasn't painful but it was annoying, like a high-pitched whistle being slightly blown behind her. Her feline ears twitched a bit every few seconds.

Ben covered his ears, and yelled. "NEVER JOIN US FOR KARAOKE NIGHT, PENELOPE!"

The signal was also doing something strange to the Omnitrix. It was sparking and blinking like crazy, as if the Omnitrix was trying to counteract the signal. With one last 'spark', the Omnitrix went black, but quickly rebooted.

About halfway through Penny's "song," the door responded. It let out a low, droning sound that matched the notes Penny was hitting. Now, Yang wasn't exactly a music person, not like Weiss and Kylie were, but this had to be the weirdest concert she'd ever been to. With about a minute and a half left in the improvised concert, some of the traitorous soldiers must have figured out there was another team. About ten of them were on their way towards the Outcasts.

"Guess these guys hate the musical talents of P3N-3, too," Ruby said, readying a shot.

"I'm sorry, what?" Ben asked.

"Long story, tell you later!"

The traitorous soldiers rushed toward Ben and the others, their weapons drawn and ready for a fight. Ben gritted his teeth and prepared to defend himself, but as he reached for the Omnitrix, he suddenly felt a strange sensation coursing through his body. His eyes widened in surprise as he was suddenly enveloped in a bright green light- as it died down, he was Snare-Oh.

"W-what the? The mummy?" Ben muttered.

"He wasn't amongst your unlocked aliens." Ceres noted.

"Worry about that later." Ben said. He lunged forward and grabbed hold of the nearest soldier with his bandages, ensnaring him tightly and immobilizing him. The other soldiers hesitated for a moment, clearly taken aback by this unexpected turn of events, but they quickly regained their composure and continued to advance.

Ben didn't hesitate either. He spun around, whipping his bandages at the soldiers and ensnaring them one by one. The soldiers struggled against their bindings, but they couldn't break free. Ben had them completely immobilized.

"Huh..." Yaz muttered, her pistol already drawn and ready to fire. Seems she was a bit slow on the draw. She'd heard about the weird aliens that Tennyson had in that watch, but never seen too many up close. Especially not an alien mummy.

With how quick the soldiers were handled, Penny managed to finish her song, punctuated with one final blaring horn blast from the door. The door, which seemed to be etched with an odd swirling design in its metal, glowed a dark sea green before it began to move. Penny nodded in triumph as the side door slid down, opening the way into a maintenance hallway of rusted pipes and dusty and cold stone.

"We are in!" Penny beamed, "There may be other doors of a similar design on the inside, though."

Ruby gestured for the group to follow her down the maintenance hallway. As Ben turned to follow, he suddenly felt a rush of energy coursing through his body, and before he knew it, he had transformed into Rath.

"W-what the!?" Ben yelled, before glaring at the Omnitrix. "Lemme tell ya something, Omnitrix! Get your shit together!"

"Ben? What's going on?" Kylie asked.

"Stupid watch is glitching, that's what!" Ben frowned.

"Ooooh! Kitty." Penny grinned.

"Wonder if Rath would let Penny pet him," Yang wondered as the group made their way inside. At first, it didn't seem like there were too many security measures in here. If there were, maybe they were shut off. Thornmane must've overlooked this little weakness in his fortress or he thought that no one could ever get inside. The Outcasts had their weapons at the ready, checking every corner they came across in case some of Thornmane's soldiers had set up an ambush down here.

Ben, however...

"HEY! IF YOU'RE GONNA AMBUSH US, BRING IT ON! RATH CAN TAKE A WHOLE ARMY WITH HIM BEFORE HE EVEN THINKS ABOUT DYING!"

"Kid! What the hell are you doing!?" Yaz scolded him.

"It's Rath," Yang and Blake said in unison, as if that explained everything. Yaz looked back at the duo with a look that just shouted "what the hell does that mean?"

"I think it's biologically impossible for an Appoplexian to be stealthy," Yang said.

"HEY! RATH CAN BE SNEAKY! WHEN HE WANTS TO!" Rath countered.

And he could be a human shield too! The second Rath finished his sentence, soldiers filled the hallway. Gunfire rained down upon the group, who were hiding behind the angry tiger alien. Rath just got angry instead of bleeding.

"THERE YOU ARE!" Rath grinned, as he started to run forward.

Some of the soldiers drew their collapsible swords, thinking they could cut Rath down, maybe with a death by a thousand cuts strategy.

They would learn very quickly just how impossible that plan would prove.

Rath shoulder charged right through their original defenses, knocking the gunmen and sword-wielders on their backs. They tried to get back up and, while some did, others were defeated before they got the chance. Rath was a whirlwind of power. Some of the soldiers were slammed into the pipes and walls while their arms were held behind their backs, while others were defeated with any number of wrestling moves, like pile drivers, suplexes, clotheslines, and so many more.

One soldier's helmet flew off his head and rolled towards the other Outcasts as the carnage continued.

"...oh," Yaz muttered in shock.

"See?" Yang smirked.

As the chaos continued, Ben suddenly felt the energy coursing through his body once again. Before he knew it, he had transformed into Ball Weevil.

"Whoa!" Ben yelled, before spitting out a tiny plasma glob for him to roll upon. He rolled around on the ground, scurrying between the soldiers' feet. "Seriously! What's up with you, Omnitrix?"

"Ben! Watch it!" Kylie shouted as one of the soldiers tried to stomp on him.

Ben scurried out of the way just in time, narrowly avoiding being crushed by the soldier's boot. He continued to dodge and weave between the soldiers' feet, firing plasma globs whenever he got the chance. It was a risky move, but it was the best he could do as Ball Weevil.

Ruby got an idea, shifting Crescent Rose into its rifle mode and took aim.

"Ben! Keep sticking them! I got an idea!" Ruby grinned mischievously.

Ben continued to spit plasma globes, binding the soldiers to the walls and pipes, immobilizing them.

"Good job, Ben! Keep it up!" Ruby encouraged him.

"I still have no idea what's going on, but thanks!" Ben yelled back.

Ruby took aim with Crescent Rose and fired a few rounds, hitting the plasma globes that Ben had stuck to the walls. The resulting explosion sent the soldiers flying and knocked them out cold.

"Nailed it!" Ruby cheered.

"Huh...nice going," Weiss agreed, nodding to her usual team leader before leading the charge after Ben.

Ben scurried on over to the group and groaned. "I have no idea what's going on with this thing, guys! First it limits my aliens, now it's just giving me whatever it wants! The hell is going on!"

"...maybe...it's a randomizer function." Ceres guessed.

"A randomizer function?" Ben repeated, furrowing his brow. "What do you mean?"

Ceres shrugged. "Well, maybe when your Omnitrix glitched out earlier, it somehow shifted into that function."

"But it's never done that before," Ruby said.

"I can already tell that's gonna get annoying." Ben said, before the Omnitrix blinked again. He then morphed into Spidermonkey.

"Maybe we should try to figure out how to get it back to normal," Kylie suggested.

"Agreed," Ceres said. "But we need to deal with these soldiers first."

"Is this because of my harmonic key?" Penny wondered.

"It's a possibility. Not the strongest but it did start acting up after you unlocked the door."

As the group rounded the next corner and followed the corridor down, Ruby and Weiss opened the industrial double doors and entered into a massive industrial and research complex. The first thing that many of the Outcasts thought of were the many labs in the Atlas HQ, but it was much grander in scale. Stacks of old crates lined the walls, various conveyor belts and assembly arms remained dormant, and plenty of dimly lit but abandoned labs were seen on either side of this cavernous interior.

"Woah..." Kylie gasped.

"This place..." Rex said, almost lost in thought. He wandered out, not caring about the potential of an ambush, and made his way over to one of the labs.

The group followed Rex, curious about what he had found. Inside the lab, they found rows of dormant machines and dusty equipment. Ben jumped on one of the tables, and looked around.

"What do you think this place was for?" Ben asked.

"I'm not sure, but it looks like some kind of research facility," Weiss said, examining some of the notes left behind.

Penny walked over to a nearby console and began to type on the keyboard. "Let me see if I can access any data."

Kylie picked up one of the broken inventions and looked it over. She brushed off some of the rust and dust that covered it and found a serial designation written on it. The black paint of the text was faded in places, but not enough to make it entirely illegible.

"SC-456-B." Kylie read.

The machine, at first, just looked like a dusty box, the size of a tool box. She ran a finger down the length of the construct and it accidentally activated. Two portions of the machine, at the front and back ends, extended outward. The front and back portions opened up, the former forming a barrel and the latter forming a place for ammo to be loaded in, making it look like a portable cannon.

Penny began to work her own technological magic on the keys, and hooked herself up to the computer via a cable in her wrist; it'd make reading whatever documents that she found a bit faster, since speed was paramount here. It wasn't long before she managed to crack the four different passwords on this one computer. That alone made her more curious about what data was on here.

As Penny began to search through the computer's files, she found a wealth of information on various experiments and projects that had been conducted within the facility. She quickly skimmed through the documents, looking for anything that might be relevant to their mission.

Meanwhile, Rex had wandered over to another corner of the room. He noticed a strange device sitting on a table, covered in dust and cobwebs. It looked like some sort of energy weapon, but he couldn't be sure.

He picked it up and, as he looked over it, he accidentally activated it. At first, it seemed like a compacted cylinder, but upon activation, it extended outwards, a hard light blade appearing from a slit that opened up in the front and short shaft appeared from the bottom. It was an ax, probably an Atlesian emergency tool of some type.

"Hey...this kinda reminds me of the Bad Axes... Rex thought, holding it up. "Hey, guys, check it ou-"

Rex spun around to see Ben, holding a familiar orange sword. "Dude."

"Yeah, you see it too, huh?" Ben asked.

"I thought my builds were just...things I made up," Rex said.

"Actually, I am starting to believe it may be both," Penny chimed in.

"Huh?"

"I mean, maybe your subconscious mind is influencing your builds, creating weapons that you've seen or imagined before," Penny explained.

"That's... weird," Rex said. "I've never been here before!'

"Well that is odd. These files mention at least four different 'Salazars'."

Rex suddenly dropped the ax.

"...what?"

"In my scans through the files on this computer, I have found reference to two Doctor Salazars, an Assistant Salazar, and an affectionately named 'Salazar Jr,' which...I believe is actually you."

"T-the assistant." Rex said, stepping forward. "T-that's my brother. It has to be! We worked in Atlas at some point?"

"And then you ended up in Hong Kong..." Ben said, as he suddenly morphed into Woodworker. "So, you're an Atlas native or something?"

"That data would not be stored here, unfortunately. Rex, how old are you, again?" Penny asked, her eyes flashing with images of the files she was scanning through.

"I'm...18." Rex said. "How old are the files?"

"I was asking for a different reason, but according to the data and doing some correlation..." Penny did some mental math, running a simultaneous process as she continued scanning, "they pre-date Ironwood's appointment as general and headmaster."

"...is that so?" Rex said.

"Yeah."

"Bring up everything before Ironwood." Rex said. "Please."

"There are only scant references to the previous general in here," Penny said, her usual chipper demeanor fading a bit as she read, "but...according to this, he was not a very approachable man. There is no proper name for him, only his alias...White Knight."

"White Knight?" Ruby asked. "Wasn't the lady who attacked you named 'Black Knight'?"

"There's a connection." Rex said. "There has to be!"

"...and the White Pawns," Blake remembered.

"The who?"

"White Pawns. The guys who used to run security for this place," Yang answered, "Guys outranked Felix and Locus apparently."

"How do you-?" Rex began, before Yang just jabbed her thumb in Yaz's direction, answering the question before it was finished, "...oh."

"This mystery goes deeper than we thought." Ben said. "Here I thought you were just some guy with amnesia and cool nanites. Who knows what else Atlas is keeping from us?"

Blake looked away.

"Shall I download the files?" Penny wondered.

"Please." Rex said, closing his eyes. "I...I need to learn everything I can."

"Understood!" Penny said, copying and downloading all the files she could. She scanned through the data as she went and found quite a few files that Rex would love to read for himself.

"If I can have...five more minutes here, I should be able to download some more information, including where Thornmane is," Penny nodded.

"Think we have the time?" Ruby asked.

As if the universe decided to answer her question, the group heard what sounded like metallic scuttling and rotor-blades out in the hall.

"...I'll buy us some time." Ben said, before unintentionally shifting into Swampfire. He stepped outside to see a small swarm of scorpion robots headed their way. He quickly sprouted vines from his arms and used them to grab and fling the robots around the room. The small, scorpion-like robots scuttled around, their bladed tails clicking menacingly.

"What are these things?" Swampfire asked, dodging a swipe from one of their tails.

"They're Atlesian Phalanx-60s," Yaz explained, firing her blaster at one of the robots. "They're used for security and reconnaissance missions."

Swampfire nodded, using his vines to knock the Phalanx-60s into each other, causing them to explode in a shower of sparks.

"Good to know," He frowned.

"Not very strong though, are they?" Weiss asked, joining the fray. She spun the cylinder in her rapier and locked it in on the Lightning Dust vial. She spun in place before jabbing Myrtenaster's blade tip to the ground. A surge of electricity launched out from the blade and climbed up the legs of the scuttling drones, causing them to sputter out.

Before Weiss could really appreciate her victory, gunshots rang out from above. The heiress dodged or blocked the shots with shielding Glyphs, letting the bullets bounce off. She looked up to see a militarized version of the camera drones that were often used in Mantle, one of four.

"Arbalest-109s! Aerial combat drones!" Yaz called out.

"Same looks as the old AK-130s," Weiss pointed out.

"Designed around the same time, yeah!"

Ben shifted into Astrodactyl and flew up to engage the drones, letting out a screech that seemed to shake the very air around him. The drones opened fire, but Ben was too quick, dodging and weaving through the bullets. He let loose a barrage of plasma shots from his maw, taking out one of the drones. The others split up, trying to flank him, but Ben was too agile, using his whips to knock them out of the air.

As Ben continued to fight off the remaining drones, Penny worked furiously to download as much data as she could. She quickly sifted through files and documents, her fingers dancing across the keyboard as she searched for any information on Thornmane's whereabouts. Finally, she found something.

"I've got it!" she exclaimed. "Thornmane's location. He's in the facility's lower levels, in the underground research lab."

"Great!" Ben squawked, dodging another barrage from one of the Arbalest drones. It seems that with outdated hardware, came outdated software. Its targeting must've been off because when Ben flew out of the way, the drone peppered one of its comrades with bullets instead.

Yaz took aim and fired at one of the team-killing drone's propellers, breaking it in half with a well placed bullet and causing the whole wing to erupt in flame. It spiraled out of control, banging off the wall before landing in a flaming crash. As for the last, Weiss simply used her ice Dust to launch a barrage of icicles that impaled it in several places. The drone sparked and smoked before clattering to the ground.

With the drones dealt with, Ben shifted into Grey Matter, panting from the exertion. "We...good?" he asked between breaths.

"We're good," Ruby confirmed with a smile. She picked Ben up, and placed him in her hood.

"Oh, this is cushy..." He sighed, snuggling up.

Penny finished her download just in time, unplugging herself from the computer and standing up. "I've got what we need. Thornmane's coordinates are in here," she said, holding up a data drive.

"Let's move out then," Weiss said, leading the way out of the room. Rex took one last look, before joining the others.

As they raced down the corridor, Rex couldn't help but look at the other labs that they ran past as they made their way further in. He was looking to see if any of them held something else important, something he could double back to. Of course, their progress forward wasn't unimpeded. In addition to more swarms of Phalanxes and flocks of Arbalests, squads of AK-130s and 135s were activated to serve as guards as well.

Up ahead, a group of AK-135s had formed a shield wall to try and stop the Outcasts from getting to an elevator.

"These guys again?" Ceres sighed in annoyance.

"Hey, we got this," Yang smirked, "Blake!"

The feline Faunus nodded and tossed Gambol Shroud to Yang. The blonde grabbed hold of her lover's weapon and the duo raced ahead of the others. Blake began to spin her weapon's ribbon around her, getting Yang ready for their combo move. The weapons of the androids started to whir up and right as they were about to fire, Blake launched Yang into the air, aided by two blasts from the blonde's own Ember Celica.

The machine guns of the androids fired out a barrage, but Rex jumped in the way to tank the shots with the Block Party. The energy shields rippled as the bullets made impact, while Yang flew over the shield wall and landed behind the 130s. With a quick leg sweep, she tripped up one of the shooting androids and covered it in explosives after several well placed punches. The AK-135 began to seemingly panic, trying to detach the explosives to no avail.

The shield wall was demolished by the resulting series of explosions, leaving Yang as a sole figure seen through the smoke.

"Show off," Ben shook his head.

"Yeah, but she's my show off," Blake smirked.

As they regrouped, they could hear the sound of more reinforcements coming their way. "We need to move, now," Ruby said, urgency in her voice. They quickly made their way to the elevator, and Yang used her strength to pry open the doors. As they stepped inside and the doors closed behind them, they could hear the sound of gunfire and explosions echoing through the facility.

Penny quickly entered the access codes that she had downloaded, and the elevator began to ascend. "We're almost there," she said, her fingers flying over the keyboard.

Suddenly, the elevator jolted to a stop, throwing everyone off balance. "What the hell?" Rex said, grabbing onto the railing.

"I don't know," Penny said, her eyes darting over the computer screen.

The controls weren't responding to any command Penny put in. The only logical conclusion was that someone had overridden her control, possibly manually. Usually, the only person who could do that was the fort commander or the head scientist, but knowing how well-entrenched Thornmane was, it's possible that he could've stolen both codes. The elevator dinged and the doors slid open. Cautiously, Penny peeked her head out of the elevator and scanned the surroundings. Whatever floor they were on, the lights had been dimmed.

This just screamed "ambush." Right as Penny switched to her thermal vision, she saw a figure lunge and grab her by the shoulder, pulling her into the darkness.

"PENNY!" Ruby yelled.

Penny hit the ground hard, her sensors momentarily disoriented. As she tried to regain her bearings, she heard the sound of footsteps approaching. Instinctively, she activated her Floating Array and got into a defensive stance.

Slashes echoed out in the darkness, putting Penny on the defensive. Floating Array blocked the strikes from her shrouded assailant, sparks flying as metal clashed against metal. When the chance presented itself, Penny lashed out into the darkness with a saw-like strike, bringing her blades in front of her in sequence like the teeth of a saw blade, but the weapons didn't make contact with her opponent. A giant metal object slammed into Penny from the side, knocking her away and sending her into a stack of boxes.

Ceres summoned up some flames and threw them into the shadows to act as flares. The Outcasts' eyes went wide when they saw two green and orange painted Paladins emerging thanks to the glow of the flames. In the middle of the Paladins was the traitorous lieutenant herself, Olive Harper.

"Outcasts," Harper said, "you made it. Welcome to Fort Arrowfell. Apologies if the welcoming committee wasn't up to proper standards."