Exiting the Captain's Quarters, Sora, Donald, and Goofy found themselves upon the deck of the ship. There they were met with the unwelcome sight of Captain Hook and Smee, along with a band of Pirate Heartless. This certainly explained where the rest of the Heartless were.
The captain smirked at the trio as they drew their weapons, speaking in a coy, taunting manner. "Quite a codfish, that Riku. Running off with that girl without even saying goodbye. And that blasted Cinder, leaving a mess of those Grimm creatures in the belly of me ship. At the very least, you bilge rats had the decency to clear those pests out."
Sora wasn't interested in the captain's faux praise. If what he said was true, that meant Riku wasn't on the ship anymore and Kairi was gone. He was already angry that he lost them again, but Hooks' flippant attitude wasn't helping things at all. "Run off where? Tell me. Where did he go?!" he yelled demandingly at Hook with a swing of the Keyblade.
Captain Hook wasn't in the least bit perturbed by Sora's angry demand, as he answered, "To the ruins of Hollow Bastion, where Maleficent resides." Hollow Bastion. If that was where Riku and Kairi were, and where Maleficent was... "But, you won't be going there." Hook continued haughtily. Just as Sora raised the Keyblade to strike, Hook reached his hand behind himself, grabbing the hooded lantern in Smee's hand, showing the light form inside...was Tinker Bell! Sora gasped with shock seeing the pixie pounding on the glass desperately. "Unless you intend to leave your little pixie friend behind?"
Sora grunted with incensed frustration. If they tried to resist, who knows what Hook would do to her? Lowering his head in defeat, Sora dismissed the Keyblade. As he did, the Heartless converged upon him in an instant. Worse still, Sora, Donald, and Goofy saw something flying circles overhead. They looked like birds, but the faint sign of those bony white protrusions made it clear that they were some sort of flying Grimm. The fear from Tinker Bell and the despair from Sora had drawn their attention.
"Blast that Cinder! Does she think I need aid that she sends more of those Grimm beasts? Baah. I'll show her." Hook said with annoyance as he turned back to Sora with a final demand. "Hand over the Keyblade and I'll spare your lives! Be glad I'm merciful, unlike the Heartless and those Grimm creatures. So, which will it be? The Keyblade? Or the plank?"
Hook's dramatic ultimatum was cut off when suddenly, a familiar, horrific sound assaulted his ears. Something far more terrifying than the Heartless or the Grimm put together. A distinct tick-tock like a clock. One Hook knew dreadfully well. And sure enough, the buccaneer peered over the bough of the ship and stiffened with terror. "It-It's him! The crocodile that took me hand!" Staring up at Hook with expectant hunger was a green scaled crocodile...which was indeed emitting the ticking noise. "Oh, Smee, he's after me other hand! I can't stay here! Go away! Oh, I can't stand the sight of him!" Hook whimpered pitifully as he tossed Tinker Bell back to Smee and scrambled up the ladder to his quarters. "Smee, you take care of them!" he shouted as he darted inside and slammed the door shut.
Despite the visible uncertainty on his face, Smee turned to Sora as he held Tinkerbell's little prison in a precarious manner. The Heartless stayed beside him, seemingly ready to follow his commands since Hook gave him authority. "Alright, kiddo," he said, trying to sound tough. "You don't care what happens to Tinkerbell? Or are you gonna give me the key?"
Sora couldn't hand it over. Not just anyone could use it. But fighting back was impossible if they had Tinkerbell as a hostage. He was being threatened to walk back on the plank when the Pirates leveled their blades at him. Donald and Goofy tried intervening, but unfortunately they were kept at bay by the barrier of cutlasses. The crocodile in the water was annoyed the catch he wanted slinked back into the ship but seeing Sora get closer to the edge of the plank brought a new grin over him as he opened his maw, floating right below the plank where Sora would fall off. This predicament he was in made Sora sweat as he glanced to and from the crocodile to where his friends were.
But just as he felt that despair begin to overtake him, a familiar voice spoke to him from above. The voice of Peter Pan.
"Fly, Sora. Just believe. And you can do it."
It seemed strange but at this point, Sora didn't have anything else to lose besides his own life. The hatch leading to lower area of the main deck shot open open, showing Ruby and Jaune leaping out of it followed by everyone else. They saw Sora standing on the plank and to their horror...he jumped off!
The crocodile's gaping maw reacted immediately as it jerked upward and gave a great SNAP!
To its confusion, the crocodile didn't feel anything between its teeth or manage to catch anything within its mouth. Sora hadn't been eaten. He was flying!
"Sora?" Ruby said blinking in astonishment as Jaune was wide eyed and jawdropped. Their friend was legitimately soaring through the air, trails of glimmering dust coming off him just like with Tinkerbell. Donald, Goofy and Jaune all said it in amazement, too.
"He can fly!?"
"He can fly."
"He can fly!"
Smee looked worried. "Uh-oh. I have to tell the Captain... huh?" Tinkerbell's lantern was out of his hand.
And who should be responsible for that but, "Peter!" Ruby called out joyfully. "Oh boy!" Donald cheered along with Goofy. He came back for them! "Thanks, Peter." Sora said, exhaling with relief, drawing a smirk from the ginger haired youth. "Hey, don't mention it. You didn't think I'd leave you and Tink behind, would ya?" Tinkerbell smiled joyfully within the lamp, overjoyed to see he really did still care. Though she quickly gave a pout, as if to show she was still mad at him...not that she could stay mad, of course.
As for Smee... "U-Uh oh! I better get out of here! Sorry Cap'n!" he called out as he made a dash for the nearby rowboat. Nobody bothered to stop him as there wasn't much the portly old first mate could do. So instead, they turned their attention to the Heartless. "Alright everyone! Let's take em down!" Sora said, his demeanor changing immediately as he dove forward with Peter, Keyblade brandished. Jaune and Ruby, after recovering from their surprise, joined the fray as well, sword and scythe cutting a swath through the pirate Heartless.
As Goofy and Donald charged forward, Goofy let out a valorous, though fittingly goofy, yell as he heaved back and swung his shield, spinning in a great, big, whirling circle. He didn't realize it at first, but as he stood on his tip-toes, twirling around like a whirling dervish, he was lifting off the ground as well. "Whoa...I'm feelin' kinda dizzy from that." Though he didn't seem to notice it himself until he looked down at a gobsmacked Donald, asking... "Uhh, Donald? Did ya suddenly get shorter?" Donald recovered thanks to Goofy's ridiculous question, pointing out, "No, you big palooka! You're flying too!"
"I am?" Goofy asked, looking at himself. Sure enough, he was off the ground, hovering over the deck of the ship. "Well whaddya know! I am!" However, a sudden shape diving toward him reminded Goofy this wasn't the time for such observations. They had a battle to fight and a ship to escape!
The Nevermore Grimm flying up top screeched and flew down to them. Sora and Peter avoided its attempted tackle but it came back around as Goofy flew towards his friends. "We've gotta help them!" Ruby said after taking down one of the last Pirate Heartless.
"How can we, when they're all the way up there?!" Donald said as he blasted the final Pirate Heartless.
Everyone else came out the ship but were surprised and confused, Sun exclaiming with disbelief, "Is that a Nevermore, here?!"
"Hold on... Sora is flying. So is Goofy. Just like Peter Pan? Speaking of which, when did he come back?" Weiss noted before she was almost hit with a missile. It came from a new Heartless: one dressed like a pirate with an overcoat and matching hat, standing on a miniature sea voyaging ship that had various propellers attatched, making it fly. The Heartless Emblem was on its sails and upon closer inspection, it looked like the humanoid enemy piloting it with the helm was attached to the ship.
Heartless that looked similar to the Pirate ones emerged too but with regular yellow eyes but their bandannas had blue and white stripes. There were also massive wings on their backs, making them fly about. They lacked the wide cutlass' but had large fists that nearly punched at Yang until she punched back. "Hey, how are you guys doing that?" she said to Sora and Goofy.
"You were hit with Tinkerbell's pixie dust too," Sora said when swiping at the Nevermore's face. "Just believe! You'll be able to do it!"
Weiss started talking about the illogical idea behind that until noticing Ruby and Jaune taking off. Yang smirked at her, saying nothing but not needing too as Weiss sighed and shrugged. Together, they began flying too before Blake did the same.
"W-Whoa! How do you control this stuff?!" Jaune cried out as nearly lost his balance simple upon lifting off.
Before he could tumble into anything, Pyrrha reached out and grabbed his hand, showing that she was also flying "Just take it easy. I'll help you, okay?" she assured him with a smile
Looking up at Pyrrha, Jaune blinked with surprise, but relaxed a moment later with a small, smiling nod. With Pyrrha's guidance, he began to get a bit more of a grasp on flying. And not a moment too soon, as the flying Heartless and Grimm were being quite demanding to put it mildly. The talons of the Nevermore, the flying ship Heartless, and of course the Heartless still on deck. The Heartless of course were the least of their worries, as they were able to fell them easily. With the exception of the one driving the miniature pirate ship.
"WEEEE! This is awesome!" Nora cheered as she flew through the air, using her hammer for extra propulsion before slamming it into one of the ship-like Heartless. Ren couldn't help smirking at Nora briefly in an adoring fashion as he expertly weaved over a Nevermore, raking his blades along its back along the way.
"WOOHOO!" Yang certainly was enjoying herself as she delivered a clear and precise series of hit and run dives and mid-air charges with the rest of her team to the mast and sails of the little cannon toting ship in the air.
With its armaments destroyed, the Heartless put forth a new tactic. One more akin to the aggressive dives of the Nevermores. A field of dark energy formed around the bowsprit of the little ship, before it suddenly dashed forward at ramming speed, slamming into Goofy. Had he not raised his shield, it probably would have hurt a lot more. "Goofy!" Donald called out, instinctively jumping over the starboard side of the ship. He didn't even realize that he was now flying as well, as he was focused on casing a cure spell to help Goofy.
As he did, he noticed that the restorative green light was far more radiant. And rather than a few leaves rising up, there were clovers. Righting himself in midair, Goofy felt even more rejuvenated than usual as he called out to Donald, "Thanks, pal!"
The now flying team RWBY did their best to draw the attention of one Nevermore while team JNPR did the same for the other. All the while, as they took care of the Cutlass wielding Heartless, Sun and Neptune couldn't help looking up at their flying companions. "Man, I can't believe we missed out on that." Sun bemoaned, smacking another Heartless in the face with his staff as another was skewered by Neptune's trident.
"Honestly, I'd gladly take flight if it got me away from all this water." Neptune groaned, trying not to focus on the unavoidable fact that they were surrounded by it. Thankfully, being able to fly away from it helped his nerves a great deal.
One by one, everybody was taking down the Heartless on the ship and any soaring through the air. Once they were all vanquished, everyone turned to the Nevermore currently chasing after Blake and Yang, the former sighing with annoyance as she exclaimed. "First I get eaten by a giant fish and now a giant bird is trying to eat me, too."
"Sea Mammal." Yang said correctively to her with a wink, regarding what Weiss would say about Monstro if she were there.
Blake glared at her with narrow eyes. "Don't YOU start, too." she said before tossing her Gambol Shroud to her. Once Yang caught it, they tugged the rope and aligned it with the Nevermore's throat, causing it to hit it like a clothesline and tumble through the air, into the ocean.
Sora watched as it flailed about and the crocodile momentarily swam away, not wanting to get the Nevermore's attention. He flew down to the ship, watching it over the edge then had an idea as he tried summoning one of his newest companions. His Keyblade was raised and moved counterclockwise at a fourty-five degree turn before a blink of light came from the tip. From the sky, something fell. The baby elephant he saw before was curled up into as much of a ball as it could and opened itself up again when almost touching the ground. A small hat and a colorful collar worn, the baby elephant smiled as its massive ears flapped like wings, floating beside Sora. "Hey there, little fellah. Can you help us out?" he asked, to which the baby elephant nodded. It scooped Sora up to sit over its back and together they flew to the ocean. At first Sora didn't understand but saw as it sucked up water within its trunk. The Nevermore finally resurfaced but was pelted with the water from the elephant and seemed to be in great pain, as it was washed over.
The sheer amount of water pressure that the little elephant was dishing out on the Grimm was nothing short of impressive. The Nevermore flailed helplessly as its ebony feathers were soaked, making it harder and harder to recover and fly away. In its helpless state, Sora flew over to it, and channeled a spell through his Keyblade. "Thunder!" As he raised his Keyblade to the sky, several bolts of lightning struck the Grimm, resulting in a chain reaction from the water along its body. It shuddered and sputtered and jittered as the electrical current flowed through its body, before making it suddenly explode!
With the first one vanquished, Sora turned toward the flying elephant and gave him a thumbs up, making the baby pachyderm lift its trunk and tip his adorable little hat. A moment later, just like Simba, he disappeared. "Thanks a lot for your help Dumbo." Sora said. At first he was confused how he knew the elephant's name, but as he looked at the summon gem again...it told him all he needed to know. But he would have to save such thoughts for another time. They still had a battle to win.
The other Nevermore had its hands full with the Yang and Blake, but it wasn't going to make it easy for them. For a moment later, it flew up out of the water, trying to shake the moisture from its feathers as it launched them like projectiles at Sun and Neptune. Thankfully for them, Donald noticed what Sora had done and got an idea. "Thunder!" he yelled, swinging his staff up in the air. And just like with the one that Sora battled. This one was tougher than the other, but the bolts of electricity still rendered it helpless as it tumbled downward.
Seeing his chance, Neptune raised his trident carefully as he ran toward the edge of the ship...his run shifting into a goofy, panicked waddle as if trying to be extra careful not to fall off the ship, followed by him thrusting his weapon forward and dealing the explosive final blow to the Grimm. "Whew. That's one way to cook a bird."
Ignoring his rather cheesy oneliner, the rest of the group took a moment to enjoy their first victory. Grimm and the Heartless had been successfully defeated. Now all that remained was Captain Hook.