Author's note: Next chapter, you meet my first villain OC. I already hate myself for some of what's going to happen, because it's so evil, but it'll make the plot so much more entertaining and finally solve an issue many people see with the actual show.


Ryn was hanging on the side of a large cargo container, with a construct built onto it so that Winter's summoned Giant Nevermore could pick it up and carry it. She released some smaller things into the container, such as piece of Atlesian Paladins, until the container was full. Winter came back, riding a Giant Nevermore, and brought an empty container. Ryn let herself fall back into the water and went to grab more things, while Winter's summon carried the full container to a construction site to fix the holes in the wall.

"Whitley, are you still good?" Winter asked through her summoned Seer.

"Yes, I am," Whitley answered through his Seer. Jaune amplified his aura, allowing both Weiss and Winter to keep their summons active.

~o~

Fiona jumped out of the water and used Kindred to copy the abilities of a seagull again, allowing her to fly. Ever since she copied the semblance, she had gotten better and better at using it, and she also felt much more connected to all of nature than ever before.

"This is incredible," Fiona thought, "Remnant itself is protecting me. I'll definitely have to repay the favor at some point." She landed by another hole in the wall, which was close to being fixed, and released some materials to be used for the repairs.

"There you are, Fiona," Clover said, and flew up beside her.

"Hello Clover," Fiona said and asked, "What do you need?"

"The General wanted to know something," Clover answered and asked, "Were there any dead bodies on the sunken ships?"

"No, why?" Fiona asked.

"Because there were people on them before they sunk," Clover answered, "And none of the life boats were found. It's like the people just… disappeared."

"Maybe they had a teleport semblance or something," Fiona said.

"Even so," Clover said, "There were thousands of people, and those semblances are extremely rare. It wouldn't be possible. There has to be another answer."

"They are safe," one of the workers, a sparrow faunus, said, and flew over to the duo.

"And you are?" Clover asked.

"Jack," the man answered. He had his short black hair styled back, his orange eyes shimmered in the sun, and he wore steel-toed boots, blue jeans, and a white pullover under a high visibility vest.

"What do you mean they're safe?" Clover asked, "How do you know that?"

"We saved them," Jack answered, "After your General insulted the Apostle of Light, she instructed our queen to prepare. We infiltrated your ranks with ease, and got assigned posts on the ships. When they predictably sank, due to your leader's incompetence, our princess teleported them to safety. As per our orders, they were offered a place within our ranks."

"And what happened then?" Clover asked.

"I am not obligated to tell you anything more," Jack answered, "Just know that we are everywhere. Always." He flew back to his post and continued repairing the wall, acting as if nothing had happened.

"What… was that?" Fiona asked.

"I don't know," Clover answered, "But I need to tell the General that the military has been infiltrated. Sorry, this is urgent." He flew away and headed back to Atlas as fast as possible. Fiona flew to another construction site and continued delivering materials.

~o~

Marrow, Elm and Jaune were walking through the tundra, looking for more Grimm that may be waiting to attack Mantle. Marrow was leading the trio, with Jaune periodically recharging the others' auras, while also keeping his own aura high enough to survive.

"Marrow, how come you're not tired?" Elm asked and said, "I heard you were out and about last night, and yet you seem fine."

"It's my training," Marrow answered, "My aura accelerates the processes that take place during sleep, so now I only need two hours."

"That's pretty impressive," Elm said. Suddenly, Marrow turned around and flew up into the air.

"Stay," he said, stopping a pack of Ursai that had approached them from behind.

"Don't worry, I've got this," Jaune said and created 49 clones of himself. The clones formed a shield wall, blocking the Grimm from advancing into the mountain pass.

"Ready?" Marrow asked.

"I was born ready," the clones answered in unison, and gave each other awkward looks because they didn't know who should be the leader. They all activated their copied Retaliation semblance and Marrow let the Grimm free again. The Ursai charged at the trio, but were stopped by the shield wall, which reflected part of the damage back to them. Each clone only had 2% aura, but luckily Jaune could increase his aura regeneration, and the shields blocked a lot of damage, allowing the clones to survive with that little. The Jaunes further back used their swords to stab at the Grimm whenever there was an opening and recharge their allies' auras, and Marrow shot at them from above.

"Ready or not, here I come," Elm said, anchored herself to the ground and readied her weapon in its ranged form. She locked onto a Grimm, but it lost its head to a sword strike. She locked onto another Grimm, only for it to die to one of Marrow's bullets. She locked onto a third Grimm, but it slammed down on the shield wall, hitting four shields at once, and the reflected damage killed it. Marrow came back down and the Jaune clones disappeared.

"Well done," Marrow said.

"Thanks, you too," Jaune said.

"What about me?" Elm asked, "Also, Marrow, how did you one-shot all those Grimm? Your weapon isn't designed to deal that much damage."

"Honorable Guardian," Marrow answered, "It's a semblance I copied during the last big attack on Mantle. It makes me stronger when I'm facing a dishonorable opponent, like one that attacks in greater numbers, or uses cheap tactics like stealth, deception and poison in combat. It also protects me against ambushes and the like."

"That sounds pretty awesome," Elm said and asked, "Whose semblance is it?"

"It's the semblance of a fusion," Marrow answered.

"What fusion?" Elm asked.

"Maria and some cat, I think," Marrow answered, "It sounds weird, yes, but I saw a kind of anthropomorphic cat that looked like it was partially Maria, and she called herself Rondra."

"I see," Elm said and asked, "Anyway, are you two good to keep going? There is an old base nearby, so if you need to rest, we can stay there."

"No, we're good," Jaune answered and looked at Marrow, who nodded in approval.

"Wait, are you… upset?" Marrow asked, looking at Elm.

"No," Elm answered and asked, "Why do you ask?"

"Husky instincts," Marrow answered, "I can practically see your discomfort. Something is bothering you, and I feel like I should find out what it is."

"Well, fine, maybe something is bothering me," Elm said and asked, "But why do you care?"

"Because we're a team," Marrow answered, "And that means we look out for one another. We can't work together if there are things you're not telling me, especially if it is something I did to make you upset with me. It'll distract you from your duty, and then the team will fall apart."

"It's just… you copied this powerful semblance," Elm said, "And thanks to your training with Sirena, you have all these new abilities, too."

"So you feel like you're not able to keep up" Marrow asked, "Or as valuable to the team as I am?"

"Yeah, that's one way to put it," Elm answered.

"That's how I felt when I first got drafted," Marrow said, "I was the new guy, and being a faunus, you always made fun of me. All those jokes about having to babysit me, all these small jabs at my heritage, it was pretty bad. And my weapon is a pea shooter that's more suited to convey the idea of dealing damage than actually being useful in a fight."

"That sucks," Elm said and asked, "How did you put up with us?"

"Well, it's Atlas," Marrow answered, "So if I get made fun of for my heritage, I might as well get paid. Even if it is 20% less than you guys."

"Sorry," Elm said, trying to sound as genuine as she meant it.

"It's fine," Marrow said, "After all, without you guys being such jerks, I never would've agreed to Sirena's training." A cold wind blew through the pass, and Jaune felt all three people's auras drop a bit more than normal.

"We should get out of this cold," Jaune said, "I can't keep up my increased aura regeneration for much longer."

"Can you help me?" Marrow asked and said, "I have an idea."

"Sure, as long as it keeps us warm," Jaune answered. He started to amplify Marrow's aura, and Marrow created small ice crystals from his tail. Slowly, the pile formed into an igloo under an overhang, and the trio went inside for warmth just as Jaune's aura dropped completely.

"Impressive trick," Elm said and asked, "Where did you learn that?"

"I didn't exactly learn it," Marrow answered, "The restaurant June invited us to has a special mushroom sauce they don't have on the menu. It's kind of a secret. But basically, the mushrooms in the stew somehow modify the genetic code of whatever eats them, replacing inferior DNA with a superior equivalent based on what the mushroom had eaten in the past. And at some point, it was fed genetically modified faunus, whose traits could safely generate dust. As a result, my tail fur now acts like ice-dust, but it is infused with my aura, so I can manipulate it much more efficiently and with less aura drain."

"Wait, really? Is that even legal?" Elm asked and said, "The restaurant serving that sauce, I mean."

"It's not illegal," Marrow answered, "But it has to stay a secret."

"Why?" Elm asked.

"Because this is Sophie's swarm we're talking about," Marrow answered, "And if she finds out that I told people about this, we'll all die."

"Wait, June is a member of that swarm?" Elm asked, "How?"

"Don't know," Marrow answered, "But it definitely explains how a girl from the Mantle slums made it to the top in Atlas within such a short time."

"Speaking of, what's going on between you two?" Elm asked.

"Not much," Marrow answered, "She's just a good friend, and we spend some time together whenever she fixes my weapon. She also sometimes suggests upgrades, but I'm happy with what I have now, so I usually pass on those."

"And nothing else?" Elm asked with a slight grin.

"Is someone jealous?" Jaune asked with an equally smug grin, causing Elm to get nervous.

"What? No," Elm answered, "I'm just curious if there is anything I should know. You know, since we're a team. And if something were to come up with June that impacted his ability to perform in the field, we'd need to know the cause to avoid unnecessary drama within the team."

"In any case, Elm," Jaune said, "I may just know the thing to help you."

"And what?" Elm asked.

"Imagine if you could create copies of yourself," Jaune answered, "Then you could launch up to 99 times the rockets you can launch now, all at once. Well, maybe a little less, since you'd still need aura to use your semblance, but it would definitely let you take out much larger groups of Grimm in the same time frame."

"And how do I do that?" Elm asked.

"You copy the same semblance I copied," Jaune answered.

"To be honest, I'd rather copy one noone else has access to," Elm said, "You know, a fusion's semblance."

"I'm sure that can also be arranged," Jaune said and asked, "Any preferences?"

"Well, I'd love to have one similar to my own," Elm answered, "But that seems a bit impossible, since I'd have to be part of that fusion myself."

"Actually, there is a way," Jaune said, "Sirena has a semblance that lets her use all her semblances, even when fused."

"So?" Elm asked, not quite following.

"She can also share any of her abilities with one other person," Jaune answered, "If she fuses with you, she could have your fusion share her semblance with you. Weiss can do the same, since Sirena shared those two semblances with her. In fact, she… nevermind. Let's wait for our auras to regenerate, and then head back to Atlas to get you those semblances." They talked a bit more, discussed attack plans for the future, and Jaune taught them a bit about the importance of being able to improvise a good tactic on the fly.

~o~

Sirena jumped off the wall around Mantle and landed in the construction site. The hole in the wall was beginning to be fixed, and the combat drones were still all fully functional. A worker mounted a heavy sniper turret on an overhang and connected it to the system of pipes running along the wall, which supplied the weapons with different types of ammunition, as well as energy to function on their own.

"Hello, Sirena," Acai said. The human worker, and foreman of the site, wore black steel-toed boots, fitted blue jeans and a thick white pullover under a high visibility vest. He also wore a white hard hat, as opposed to the yellow ones worn by the other workers.

"Hello Acai," Sirena said and asked, "Need help with something?"

"Yes, we need those guns up there," Acai answered and asked, "Think you can do that?"

"Of course," Sirena answered and used her copied Telekinesis semblance to levitate the mid-range anti-armor turrets into place, using her scepter like a wand, though only to look better. The workers sitting halfway up the wall needed a moment to process what had just happened before they started adding the defenses to the wall.

"That was fast," Acai said.

"Thanks," Sirena said and asked, "Anything else you need moved?"

"Yes, quite a lot actually," Acai answered and started giving Sirena directions on where he needed what and when. About half an hour after Sirena arrived, the workers took a break in their portable housing units to get out of the cold, even if just a little. She walked up to the middle of the housing units and entered her alpha state, drastically increasing her aura regeneration and letting her create a Safezone around the entire housing area, keeping the workers safe from the cold entirely. A rat faunus worker came out of the faunus housing unit to see why it wasn't as cold any more, and saw the green circle of energy surrounding the area.

"What's this?" Nezumi asked as she looked around and walked towards Sirena, who had left her alpha state again.

"A Safezone," Sirena answered, "It, well, it keeps you safe."

"I thought your semblance was telekinesis," Nezumi said.

"Maybe it is," Sirena said with a smile, "But just like the deep sea in which I was raised, I have many secrets."

"Wait, didn't you write that book?" Nezumi asked.

"The Diver's Guide to the Deep Sea?" Sirena asked and answered, "Yes, that was me."

"Yes, exactly that," Nezumi answered and said, "I've always been curious. Those things sound too crazy to be made up. I mean, sure, at some point you have to start accepting that it's made up, but then again, the craziest things I know are actually real, and not made up."

"You're right," Sirena said, "It's all real. But since it has become a staple in fiction writing, and a source of inspiration for so many, I decided not to tell people the truth. And, you know, because there could be a mass panic."

"I see," Nezumi said and asked, "But anyway, why are you here?"

"Because I've made mistakes," Sirena answered, "And those mistakes would have endangered innocent lives. Therefore I am here to protect those lives to the best of my abilities."

"Alright then," Nezumi said, "I'll be going back inside now." She headed back inside and Sirena stood around a bit longer, wondering how she felt so comfortable admitting her mistakes.

~o~

In the evening, when the workers had gone to bed, Sirena got up and went to the construction site to get to work for real. She used one of her copied semblances to make sure she wasn't being watched, then entered her alpha state. In addition to her aura manifesting as fins on her forearms and a fish tail protruding from her hip, energy flared up around her eyes as she accessed the powers of two maidens, though she wished she had Fria's powers as well. She would have liked to come in, impersonate Penny, and get the winter maiden's powers too, or absorb her soul with her silver eyes, but after Winter told her the truth, she had died of a broken heart too quickly for Sirena to do anything.

"At least she chose the right person," Sirena thought, happy that she at least chose someone who wouldn't fall for Salem's lies. She rose halfway up the wall and used Telekinesis, as well as her maiden flames, to repair the wall. She picked up materials, heated them up with fire or cut them with wind, then put them in place and welded them together. Within an hour, she had completed a month's worth of work by herself just with some help by summoned criminals. She floated back to the ground and went to sleep. The next morning, after a bare-minimum breakfast, she went outside to find the hole in the wall completely fixed, and told the workers that she works best when noone is watching.

~o~

Weiss was flying through the tundra on a Queen Lancer, heading to the launch site of Amity Tower. The museum staff had given her the dinosaur bones they didn't need, and also provided her with a couple additional fossils, which were still recognizable, but too damaged to be useful for more than the most basic research and tests, which they had already completed.

"Hey Weiss," Harriet said after Weiss had landed, and asked, "What brings you here?"

"Just helping you out a little," Weiss answered. She released five ankylosaurus skeletons and used Guardian's Gambit on the skulls. The energy reached out, gathering up the remaining bones and substituting the missing ones with things from the environment, such as the authentic bone replicas the museum had provided for her. Harriet stepped back a little as the over two meter tall dinosaur skeleton assembled itself, coated in a light green energy.

"What is that?" Harriet asked, both in awe and shock.

"An ankylosaurus," Weiss answered.

"No, I mean, how are you doing that?" Harriet asked.

"One of my copied semblances, Guardian's Gambit," Weiss answered, "I invest ten percent of my aura to create a minion from things in my environment, and they protect the area against Grimm."

"Are you sure?" Harriet asked, not sure how a pile of glowing bones could stop a Grimm. A Big Ursa came onto the launch site, and the dinosaur skeletons immediately set their sights on it. The first one tackled the Grimm head-on. The second one took a left turn and swung its tail club through the Grimm's right leg. Harriet just watched as the third ankylosaurus to reach the monster took a right turn and swung its spiked head into the Ursa's head, killing it.

"Pretty sure, yes," Weiss answered and said, "But don't worry, I'm sure Ruby and Jaune will be happy to fuse and let you copy that semblance for yourself."

"Thanks," Harriet said. The massive reptiles trudged around the launch site, not really interacting with the workers, but also not getting them under their feet. Suddenly, Weiss got contacted over her communicator.

"Team RWBY, this is General Ironwood," General Ironwood said.

"Hello," Ruby said and asked, "What is it?"

"Ruby, this is an official military communication channel," Weiss said, "There are certain rules you have to follow."

"Since when did following rules help us?" Ruby asked, and Weiss could practically hear the sheepish grin Ruby always had when she knew she was right.

"In any case, I noticed that my Grimm radars had been down," the General said, "I just wanted to ask if any of you knew anything about that."

"Not really," Blake answered and asked, "Why?"

"Because normally, they don't go down all at once," the General answered, "I have three radars at each location, with each performing an 8 hour check-up while the other two work. But this morning, they had been down for some time. I don't know how long, but it must have been a few hours."

"Nothing bad happened, right?" Yang asked, sounding genuinely concerned.

"Not exactly, no," the General answered, "But now, there are a lot fewer Grimm than before the radars went offline."

"So a few Grimm left, no big deal," Weiss said.

"Twenty billion is a big deal," the General said.

"Well, I might know something," Ruby sheepishly admitted, "You see, when Ryn and Donna went looking for the right ocean current and materials respectively, Ryn kind of got really excited about killing Grimm, and I temporarily lost control over her."

"But that was only two and a half hours," Weiss said and asked, "Are you saying you killed twenty billion Grimm in such a short time?"

"Ryn did, but yeah," Ruby answered, "Sorry I didn't say anything sooner, I didn't quite know how to bring it up."

"Alright, at least now we know what happened," the General said. He went silent again and Weiss turned around, seeing Harriet stare at her in disbelief, since she had overhead parts of the conversation.

~o~

Jacques Gelé, who had to take his original surname after the divorce, was sitting in a truck driving to the mines he used to own. Since the divorce, Willow had ordered that all trucks be covered to keep people from wasting their food by throwing it at him. The covers also kept out the harsh weather, which was enough of an improvement to their situation that the other miners didn't assault him. After arriving at the mine, Jacques looked around. He still wore his usual attire, since Willow had left those to him in the divorce, but he only had five sets of clothes, since they would usually be cleaned every two days.

"Stop standing around and get to work," a human in light armor said, giving him a pickaxe and shoving him back a bit. Jacques took the pickaxe, dusted off his clothes and followed the faunus into the mine. He felt their stares piercing his soul, burning right through it. If Willow hadn't upgraded the trucks, there would be no reason for them to let him survive his first day, and they made sure he knew exactly how they felt about him. A male deer faunus walked beside him.

"Don't worry about the guards, they're just bored," the faunus said, "By the way, I'm Azar." Jacques huffed and went to work somewhere where he thought was far away from the faunus. While he worked, the sound of steel hitting stone reminded him of the day he went to that old mine, and uncomfortable memories came back.

"Stay down, and don't move," he heard his daughter's voice.

"You were given clear safety instructions by an expert. You chose to ignore them, so this is on you," the cat faunus' voice echoed through his head.

"Incoming!" Jacques looked around in a mild case of severe paranoia, fearing another Grimm attack. He nervously fixed his imaginary tie and went back to work, just to get the day over with. As he looked back at the barely noticeable dent he had made in the rock, a lantern flickered behind him. For just a split second, he saw a Grimm tower above him, and suddenly felt like the entire tunnel was filled with the monsters. Every single shadow seemed to lust for his blood. His heart rate went up. He frantically swung his pickaxe around, trying to fend off the imaginary attackers. Suddenly, in the blink of an eye, Jacques found himself in the middle of a large chamber. He looked at where he just stood, and saw a trail of rose petals, which slowly disappeared as they sunk to the ground. When Jacques looked at the bruises and callouses he got on his hands from holding the pickaxe, he noticed that, somehow, they were disappearing as well.

"Hey, you okay?" Azar asked and came running over to Jacques when he saw the man on the floor. He offered the man a hand to help him back up.

"Yes, I'm fine," Jacques answered. He ignored the hand, got up and dusted off his clothes, then took his pickaxe and went back to work. He had no idea what had just happened, but he would be lying if he said he didn't like it.

~o~

Lich dragged themself out of the ocean and onto the land Salem's castle was on, and split up again. Tock and Tyrian looked at each other and smiled before they collapsed from exhaustion, hand in hand. A few hours later, they sat in Salem's thrown room on opposite sides of the table, looking at each other.

"Tell me, Tyrian," Salem said, getting both of their attention, and asked, "Why did you fail?" Tyrian knew the answer. He hadn't been fighting hard enough for her. But he knew they hadn't failed.

"It is not too late," Tyrian answered, "We learned many things. Good things. Mantle will fall shortly, with or without our help. And without Mantle, Atlas will be doomed."

"Alright," Salem said, "Show me what you learned." Tyrian and Tock looked at each other and got up. They walked to the end of the table, opposite of Salem, and fused into Lich.

"It is called fusion," Lich said, "Two people, becoming one. Even a fusion of two maidens struggled against me."

"Now then, what of your semblance?" Salem asked.

"I can bring forth copies of everything I have slain," Lich answered and created an astral Beowolf on the table.

"Good," Salem said, "I will prepare something for you, then you will return to Atlas and finish what you started." Lich split up again, and the astral Beowolf disappeared. Salem left the throne room to go to the Grimm pools, and Tock and Tyrian walked around the castle a bit while Salem prepared a new Grimm for their fusion to kill. They ran into Lethena, who still wore the same attire as usual, and Tyrian did a double take to see if he was seeing things.

"Wait, I thought you were dead," Lethena said as she recognized Tyrian.

"You two know each other?" Hazel asked, coming around a corner and holding two bat faunus toddlers.

"Unfortunately," Tyrian answered, and looked away.

"I thought I had gotten through to you after you left," Lethena said sadly.

"Wait, did you spare her?" Tock asked, "Why?"

"I don't want to talk about it," Tyrian answered and walked away.

"What's with him?" Lethena asked, looking after Tyrian.

"A lot," Hazel answered.

"So, Hazel, where'd those three come from?" Tock asked, gesturing to the babies and Lethena.

"Salem brought these two back to life," Hazel answered, "And she is here to raise them." Suddenly, Tock remembered what the scary shadow voice had told her and Tyrian back in Mantle. She reached for her swords, and Lethena stepped between her and Hazel. Her aura and semblance activated, and Tock was suddenly terrified of this seemingly ordinary person.

"Don't you dare even think about that," Lethena said, getting up in Tock's face, "I get that you had a rough childhood, and you may have genetically modified scales, sharp metal teeth, and a powerful semblance, but that doesn't mean you get to be a bully. Those are sweet and innocent babies, and they don't deserve anything but the best and most loving care in the world, so they can grow up to be well-adjusted adults. Am I clear?" Tock took a step back in fear.

"Wha- I," Tock stammered, not knowing what was happening.

"Well? What do you have to say for yourself?" Lethena asked. Tock created a few apples from her scales and ran away while Lethena picked up the apples for the babies. She found Tyrian in his room, sitting on his bed, and sat down next to him.

"Who is this woman?" Tock asked, "And… what is she?"

"Lethena Brown," Tyrian answered, "She's a traveling babysitter, usually working for, and living with, huntsmen who can't watch over their children when they go on missions. I once wanted to kill some kids she was watching. The parents were fun enough as is, but imagine a pair of angry parents. That's a special kind of thrill."

"But, why is she so terrifying?" Tock asked.

"It's her semblance," Tyrian answered, "Somehow, she only uses it when she protects others, and never herself, but the way she switches it on and off, and acts like nothing happened afterwards, is even worse than her semblance itself. One time, when I tried drawing Grimm to a village, she was there. When the Grimm came, she walked up to the biggest, a Big Ursa, and scolded it for scaring the children in the village. The entire pack turned around and fled. Not even those with silver eyes can do that so easily."

"And she just goes around acting like nothing happened," Tock said, "That's messed up. She doesn't even care how much she scares others. That smile. That carefree attitude. How is one person so broken that they don't care how much they torment others?" The two faunus sat in the room a bit longer, until Salem sent Mercury to get them, then they met with Salem by the Grimm pools and fused into Lich. The fusion then went on to kill a gargantuan jellyfish-like Grimm to summon later.


Author's note: It's ironic that Tock and Tyrian think Lethena is messed up. Then again, they know they're messed up, but lean into it.

Also, for some reason I always add a sparrow faunus named Jack in my RWBY fics at some point. In a crossover, where Maria doesn't lose her eyes, he's actually her grandson. Well, one of them.

This chapter actually marks the end of my version of V7.