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Chapter 165: Launch

The time had come.

Within the sanctuary of their command center, within the hollow, armored skull of their Behemoth Gestalt-Prime extended their senses and consciousness outwards in order to take in the largest possible amount of data, taking the information it afforded them and referencing it against an incomprehensible wealth of tactical and strategic knowledge in order to decide the most effective arrangement and deployment of their next wave of Cyber-Grimm; all of it being further informed by the knowledge of who the leading figures and most threatening Hunters amongst their enemies were and the likely approaches those individuals would take. Within moments the night sky was filled with swirling and shifting constellations of glowing, ominous crimson formed by the optics of a thousand or more Cyber-Grimm who spread them out in a wide formation, their powerful and well-armored mass dispersing as though it were a gas, all whilst countless more mechanical horrors were lurking within the bowels of the Behemoth with more ready to be forged to replace those which inevitably fell.

The first casualties of this new phase of the battle for and inevitable razing of Neo Vale and the wider Kingdom of New Vale beyond it came within less than a minute of the emergence of Gestalt-Prime's latest attacking force; the hybrid Alpha watching, hearing and feeling, albeit through several degrees of separation as the Cyber-Grimm were snuffed out. Floodlights swept across the sea and sky and then flickers of light and fire served as the only warning before defenses and ship-mounted weapons opened fire, rending through metal and tough obsidian flesh even if many of Gestalt-Prime's forces were both swift and agile enough to evade the incoming volleys and cunning enough to intercept guided rockets; the sheer force of the massed firepower being enough to overwhelm them.

"Perfect" Gestalt-Prime snarled, the laughter that followed their proclamation echoing through their command center.

Their enemies had reacted exactly as anticipated and this only filled the Alpha Cyber-Grimm with a greater confidence in their own ability to seize victory. More than simple psychology however there was a more tangible benefit to be had, Gestalt-Prime had fully expected the Atlesian reinforcements to provide ground support to their allies in the form of tanks, battle robots and heavy artillery but had been uncertain of exactly where the weapons would be positioned. Now it was a simple matter, one that would take the Behemoth-Gestalt's processing power mere seconds to use the trajectories of incoming fire to calculate where each and every enemy was positioned and then disseminate that information to the entirety of the Cyber-Grimm force.

For a species comprised of individuals, Gestalt-Prime was beginning to find their enemy so easy to predict and respond to that it was wonder that they did not possess a Hive-Mind, or predetermined actions like the robots the Atlesians favored so much. It was a thought which amused the leader of the Grimm as they put the next stage of their plan into action.

The Behemoth-Gestalt began to rise to its' full, terrifying height.

"Yes….Know that the end is upon you, know that I will devour you all and everything you died to defend will burn!" Gestalt-Prime found themselves cackling, a thundering and haunting sound fueled by the flood of exhilaration which rendered them momentarily intoxicated as the sight of their Behemoth rising from the waves inspired a wave of panic and fear from the cities' defenders which no amount of training or discipline could smother; with that fear being felt and fed upon by each of the Cyber-Grimm in the sky and in turn amplified a thousandfold. Eager to meet their enemy head on the

Cyber-Grimm charged forward, those still lurking within the Behemoth rushing and clawing their way outward in such away that their clustered together bodies seemed to resemble rising plumes of smoke; their assault filling the air with their shrieking, grinding war-cries and flashes of crimson as the monsters at the forefront of the attack opened fire with their primary weapons.

And then the battle truly began anew.

Atlesian airships, those which had already proven themselves capable by surviving combat with the Behemoth itself moved forward and answered the challenge with salvos and barrages of their own which broke the formations of the Cyber-Grimm and destroyed many of their number as missiles exploded in the midst of the swarm. Gestalt-Prime's response was to raise the left arm of their Behemoth and forego its' enormous Hard-light shield in favor of aiming its' colossal cannon. A single, concentrated blast like that which had torn through one of Neo Vale's Hive-Towers would be a drain on resources that the hybrid Alpha was not willing to risk and so instead they carefully balanced and modulated the weapons' output; sweeping the arm in a wide arc and unleashing a beam of searing, crackling light which passed over and enveloped one warship after another.

The sight of shields wavering and buckling, of hulls beginning to glow and be reduced to molten slag only reinforced Gestalt-Prime's sense of superiority and certainty in their inevitable victory.

Then a fresh wave of attacks came from below.

"Unexpected" they snarled to themselves, lone optic narrowing and readjusting as they studied this latest development. They had expected the defenders to, understandably focus on defense and fight conservatively, with layers and walls of Hunters and armor forming a bulwark that would be followed by more desperate guerrilla tactics as they were forced to give ground and allow Cyber-Grimm forces deeper into the city. Instead Gestalt-Prime saw that their enemy was preparing a counterattack and bringing the fight to them, with naval vessels already moving away from where they had been docked and fighter craft visibly taking off from their flight decks whilst more fighters and transport craft spilled from the hangars of airborne warships.

Most unexpectedly were the Hunters who were, either through the uses of Semblances, equipment or some other means actively engaging Cyber-Grimm in mid-air where they were at a clear disadvantage against the swarm. Gestalt-Prime studied their enemies' actions for several moments before finally dismissing them with a single, sneered word.

"Desperation"

With that they turned their thoughts back to their own plans, deciding that their previous use of the Grimm-Virus and more subtle tactics such as strategic bombings of supply lines, assassination attempts on key figures and similar means of cutting their enemies off from one another had been too ineffective for their liking.

It was time for a more direct attack.

With that the Behemoth-Gestalt took a single step forward.


Watching their friends and family head into battle against the slowly approaching Behemoth-Gestalt and the vast shifting nebula of Cyber-Grimm whose shrieking cries drowned out the sounds of airships and artillery which accompanied it was a form of anguish which each of Team MARSZ found unbearable.

They endured it all the same however, pushed forward by the realization that there was simply nothing else they could do.

And also by Corvid Xiao Long who flew overhead, clad in her Omega Wing battle-suit and with her rail guns at the ready as she provided an escort for the five far less experienced Hunters within the battered and hastily-repaired pickup truck below her, swooping downwards to urge them onward as the vehicle slowed to a halt.

"DAMN IT MOVE! We don't have time to stand around and watch!" she barked the command out with a tone that was startlingly reminiscent of her aunt, General Winter Schnee and complimented her words with a forceful open-palmed slap against the roof of the pickup truck which made the entire vehicle tremble slightly and was enough for Astra to open the drivers' side window and lean out of it far enough that Corvid was forced to avoid being struck by their antlers.

"Don't do that" Corvid grit her teeth behind the featureless and opaque visor which made up most of the Omega Wing's helmet, though her expression softened by the smallest of margins as she saw how visibly unnerved the Deer Faunus she shared a brother with appeared and again as she peered inside the truck and saw similar expressions on the faces of the rest of their team, including her own cousin who was currently nestled between both of her partners and holding both of their hands.

"Astra, we need to go" Corvid urged, but more gently.

"I know" Astra sighed "But it's Team FADE look….Fluffy's already up there"

Corvid followed Astra's gaze and the direction that they had pointed to and found that there was indeed a familiar transport craft already in the air, visible amongst the curtain of armor and weapons in the air above them and made more easily identifiable by the glyphs forming around it as Arctus Slate began protecting the aircraft before it was thrust headlong into the enemy.

"Yeah" Corvid paused, swallowing her own icy dread at what might befall her brother or anyone else she cared for and forcing herself to focus "And so are Onyx, Carcharodon and Hellion. Their ship is damaged and they're still heading out to do what they can….I should be in the air, if I'm in the air I can held them and help Team FADE but I've gotta escort you first-"

"Go" Astra said simply "We know where we're going, it's right over there. You're fine, get up there"

Corvid visibly, even with hear features hidden by her helmet and visor considered her options for several seconds before finally nodding and taking a step back so that she could launch herself into the air again.

"Hey Corey….Uh, sorry about your job y'know and-"

"Don't" Corvid shook her head "Just….I'm going against orders here, again. Don't make me regret siding with you"

With that Corvid took to the air and she and Team MARSZ parted ways, leaving Astra to pull themselves back into the pickup truck more fully.

"Are you sure that was a good idea?" Zirconia asked from behind them as the vehicle rumbled into motion once again, its' tires and suspension finding no issue with the sand or the various craters and scattered debris which littered it nor the patches where it had been heated until it had become glass.

"I think if the Cyber-Grimm get through everything and reach us before we're ready then we've got bigger problems" Astra answered, forcing a confident grin onto their face in the hopes that some of that false bravado might become real "Besides, if we're still alive for someone to complain to us by the afternoon then things haven't gone as bad as they could do"

"You have a weird way of looking on the bright side, y'know that right?" Stygian muttered whilst Athena, clearly as worried for her own brother as Astra was for Felix gave a quiet murmur.

"All that matters is getting the transfer machine to where it needs to be and stopping Gestalt-Prime from blowing this one up. Whatever it takes" there was a heavy silence after that as each of Team MARSZ considered the importance of their role and just how valuable the payload currently fastened tightly in place behind them in the bed of Astra's truck.

They might quite literally be carrying the fate of all of Remnant with them.

At Winter's command the Aura Transfer Machine had been unloaded from one of the airships in her strike force, where it had been taken and extensively modified under the close but remote supervision of Antonia Arc; with the General surprisingly accepting Athena-Jade's suggestion that it should not be an Atlesian vessel to deliver the payload given that Gestalt-Prime had access to both Atlesian technology and doctrine and would likely anticipate such a move, that it would be far less predictable and therefore far more effective to have the blow come from elsewhere.

Though Winter had still insisted upon returning to her own warship and taking the fight to the enemy by leading the charge herself no matter how expected it might be.

Upon having the Aura Transfer Machine handed over to them and Corvid assigned to them as a security detail the extent of the modifications to the device had been immediately apparent and Astra had noted that it seemed to be an entirely different artifact to that which had been retrieved from Beacon.

Though there was one question which had not been answered and now, as Astra's truck rolled into its' assigned position on the beach-front where it would be guarded by two newly arranged artillery pieces, operated solely by Atlesian Paladin robots which were not yet firing but were already actively sweeping the night sky in preparation and waiting for a single Cyber-Grimm to draw close each of Team MARSZ realized that it was a question which they needed an answer to.

Though it was Regalia who spoke first.

"Heh...Guys, how are we getting Astra's truck to the Behemoth if we're not going on one of the ships?" silence answered her for several seconds by a whoosh of air and a cloud of pink smoke outside of the truck started the team as whole before it was followed by the sound of someone knocking gently on the drivers' side window. Astra opened the window and yet before they could speak they were left choking and sputtering by the smoke which instantly filled the vehicles interior, forcing all five of Team MARSZ to clamber out onto the sand and come face to face with a trio of familiar faces.

"Heard you were gonna do something stupid Stitch. I don't care whose team you're on, I'm making that my business" between bouts of coughing Stygian managed to laugh weakly at the sight of his former partner Tiger Santara, the armored veil lowered from her face and her twin brother standing beside her.

Beside both of them, the source of the smoke and wearing a manic grin which her lightning-scarred face and overlarge cybernetic eyes only made all the more extreme as she sat on the collapsed form of her weapon, which she had ridden like a broomstick, was Nora Ren.

"I heard you've got a crazy plan" her expression seemed to become at once more serious and more manic "How do you feel about making it just a little crazier?"


Amidst the chaos that had filled the sky in a matter of moments, amidst the screaming and thrashing of Cyber-Grimm determined to either tear their enemy asunder with lasers and gunfire or launch themselves into the fray directly and use their claws and horns for the task and the thunder of gunfire which seemed to crack the darkness itself with every deafening, violent volley were Team FADE. They had been tasked with destroying Cyber-Grimm, inflicting as much damage on the Behemoth as they could and in short doing anything they could to demand Gestalt-Prime's attention just as every other Hunter present was; all in a concentrated effort to create an opening so that the critical blows could be landed.

It was task they were handling with aplomb.

"Cyber-Grimm incoming! Keep 'em off the transport!" Felix called out as he hauled the sliding hatch at the side of the aircraft open and launched himself out into open air without a care or a moment of hesitation, entirely certain that anything he could not prevent himself would be handled by his team-mates. The Lion Faunus's confidence was given its' justification a moment later as Arctus and Diamond followed him out, the bearded and towering Bear Faunus readying his Semblance and already forming the first of the winged Grimm constructs intended to keep Team FADE aloft.

"Okay Sentinel let's go! GERONIMO!"

"Doot-da-doot!" the animated and excitable bleeps and chirps of Eagle's automaton followed her own exclamation as the freckled blonde leapt out into the night sky. Sentinel detaching from the brace and support struts worked into her armor and launching away as he unfurled from shield mode into a winged automaton, guns opening fire in the general direction of the enemy in an instant which in turn allowed Eagle to use her Semblance.

Shifting into her avian form allowed her to narrowly miss being clipped by the searing crimson beam fired by one of the approaching Cyber-Grimm though before she could so much as let out an indignant squawk in response Eagle saw the offending beast by reduced to smoke and fragments spread through the air by a well placed missile. Instead Eagle's attention was directed towards and incoming trio of Cyber-Grimm consisting of two of the standard variety led by a Shroud Variant which surged ahead.

"DOOT!" Sentinel warned, wing-mounted guns focusing on the Shroud Variant though doing little to halt. Eagle had a plan however and used the much smaller size of her avian form to remain hidden behind her automaton until the last possible moment and soaring up and over both Sentinel and the Shroud and shifting back into her true form in a flash of brilliant white Aura so that she could sever the Cyber-Grimm's head with a single swing of her black-bladed sword.

This left two Cyber-Grimm for her to content with and without the element of surprise however Eagle was more than equal to this threat, arresting her sudden fall now that she was in human form by reaching up to grab Sentinel who quickly reverted into shield mode to block an incoming laser from one of the Cyber-Grimm; Eagle used her shield to redirect the beam into the eye of the second Cyber-Grimm and destroy it which left the monster which had shot at her without assistance as the blonde Huntress fired the retractable claws hidden within her shield. The Cyber-Grimm was left partially disabled as it was electrocuted by Sentinel's Lightning Dust reserves and entirely unable to react as Eagle retracted the 'Lightning Claws' pulling herself and the Cyber-Grimm closer together so that she could drive her sword through it as they collided with one another.

And then Eagle was falling backwards through the air.

Until she was halted by a shimmering and incandescent form beneath her, whose feathery wings came into view with each flap and allowed her to quickly identify it.

"Thanks for the assist Arctus!"

"No problem Dude!" it was Diamond who answered on her husbands' behalf as she and Arctus fought as a duo to unleash havoc on the enemy. Arctus remained sat astride a conjured Teryx whose shimmering form was large enough to carry both himself and Diamond and had the balance of sturdiness and agility needed for the Bear Faunus to fire his weapon in its' laser cannon form whilst weaving and swooping though the air at breakneck speeds, allowing him to not only protect the transport that Team FADE had been flying in and its' crew but also others, both in terms of offense as Arctus's double-barreled laser ripped through Cyber-Grimm and defense as he created glyphs and summoned Grimm to block and counter the horrific machines' efforts to attack other Hunters and aircraft.

By contrast Diamond was focused on defending Arctus himself whilst he protected others', the silver-haired sniper alternating between perching on the hull and wings of Team FADE's transport and opening fire with Lex Talionis in its' sniper rifle form, each devastatingly precise shot ripping through a skull or puncturing key components and sending a disabled Cyber-Grimm careening into its' allies to cause an explosion, or else leaping from the aircraft and onto a waiting glyph where her own Semblance allowed her to perch perfectly at impossible angles and disregard physics as she took her weapon in its' glaive form and sheared through limbs, wings and armors any time a Cyber-Grimm drew close.

An arrangement which ensured that when a small swarm of a dozen of the machine Grimm attempted to flank and surround the pair it was Diamond who answered them first.

"Big guy, gonna need some glyphs here! Cage 'em in!" she called out as she leapt from her existing airborne platform and onto the back of one of the Cyber-Grimm, hooking her glaive beneath its' main weapon and thorax horn in an effort to both secure herself as it thrashed and also to redirect it so that its' laser targeted its' allies.

"Get clear then!" Arctus called back, putting the plan that the two of them had unconsciously agreed to without ever needing to communicate into practice. Diamond back-flipped away from the Cyber-Grimm she had been perched on and landed inverted on a glyph that Arctus formed for me whilst more glyphs formed around the Cyber-Grimm at first in a ring and then a more three-dimensional barrier.

At which point Diamond shifted hear weapon back into its' rifle mode and fired a single shot.

The armor piercing round ricocheted from the surface of the first glyph it impacted against and towards another, the gunfire prompting the Cyber-Grimm to take action and sealing their fates. They had been unwilling to fire directly at one another, linked as they were by a connection beyond the usual kinship of Grimm however each lance of crimson light to strike a glyph was redirected back into another of the Cyber-Grimm until their ruined bodies fell from the sky in pieces.

One of their number managed to evade however.

"Big guy heads' up!" Diamond warned, already shooting and leaping between glyphs as she tried to move to intercept the rapidly approaching threat as the Cyber-Grimm arced through the air, out of the confines of Arctus's trap and then doubled back with gathering momentum and its' primary weapon aimed squarely at the Bear Faunus.

"THAT ONE'S MINE!" Diamond and Arctus alike felt a wave of relief at the familiar voiced followed by a much more tangible wave of heat as Felix came to their aid. The Lion Faunus had flown ahead to engage the coming Cyber-Grimm head on but had now clearly doubled back to assist his team-mates, bringing the summoned Nevermore that he was riding up and over both Arctus and Diamond and the last of the Cyber-Grimm before leaping from its' back and engaging his Semblance.

The Cyber-Grimm angled itself in mid-air and fired its' laser only for Felix's Aura to ripple around him but no damage to be done as the heat and light was simply absorbed, repurposed into raw power that was quickly turned back against the Cyber-Grimm and delivered in the form of a single punch which saw Felix's fist plow through the lone optic of the monster and his arm buried in its' skull elbow-deep, only pulling free as both the Lion Faunus and the Cyber-Grimm plummeted downwards.

Only for Felix to be snagged by claw-tipped cables.

"Nice save!" Felix called up to Eagle as his partner, riding a Nevermore Arctus had summoned for her began to winch him up "Everyone pull back to the transport!"

It took mere moments for Felix's order to be carried out and for Team FADE to collectively retreat back to the aircraft, dismounting from summoned constructs which dissolved into ephemeral embers behind them and manage weak, shaky salutes to the stunned pilot and gunner as they glanced back into the cargo hold.

"Okay what's our next move Dude?" Diamond asked without preamble, fiddling with her nose piercing as she spoke. There was a moments' silence as the rest of the team collectively gathered their wits and peered out of the hatch and various windows of their transport to ensure that there were no more Cyber-Grimm nearby before Felix finally answered.

"We should form up. We can do more damage if we've got a solid plan and someone to coordinate with; regroup with-THERE, HELIOS IS THERE!" Felix pointed out at another skirmish unfurling amongst the chaos of the battle and whilst the redhead leader of the temporarily reunited Team NEON, whom Felix had been dating for over a decade now could not be directly seen the effects of his Semblance were unmissable; a crushing fluctuation of gravity which dragged Cyber-Grimm out of the air and into an inescapable vortex where they were promptly obliterated by the phenomenal firepower of his team-mate Olivine and her weapon Buster Bravo, all of it made more accurate by the luck-enhancing Semblance of Nyanza Angora.

A yell to the pilot for to them to draw closer was on the tip of Felix's tongue when he was silenced by a flash of light and deafening boom as the Behemoth unleashed another attack and punched a hole through the side of an Atlesian airship with its' main cannon.

"Felix" Eagle urged "Please tell me you're not thinking of trying absorb that with your Semblance.

"No" Felix shook his head, his tone suddenly far more tense "I'm just trying to figure out how fast it's moving….I'm not sure if we're gonna be able to keep it from getting to the shore at this rate"

It was a realization which made Team FADE's victories thus far seem hollow.


Carcharodon Gore was in his element.

He was the leader of Team GORE but more than that the Shark Faunus was the rightful leader and one of the last remaining members of the Frost River Tribe of the Anima Diaspora. His people had been raiders, seafarers and proud, capable warriors who relished in any battle where they might make legends of themselves and add to their personal sagas and the sea between Mistral and Atlas had been their undisputed domain.

Here and now, wearing the five-finned helmet which served as the crown of his people, standing on the ravaged remains of his ships' open deck with trusted allies and kin beside him and a monster the likes of which had never been seen before standing before him the gray-skinned Shark Faunus was ready to make history.

"OUR ANCESTORS SMILE ON US!" his usual menacing rasp rose to a commanding, energized cheer "TEAR DOWN EVERY ONE OF THOSE ABOMINATIONS! LET IT BE KNOWN THAT WE WERE HERE, LEADING THE CHARGE!"

He was answered by a cacophony of gunfire which rattled his bones, though to Carcharodon the sensation was almost paradoxically calming. The main, prow-mounted rail-gun of the Nemesis Kharybdis was still inoperable, damaged in the Blockade Fleet's battle against Pantheon's forces however the ship still had broadside weapons to spare and those guns tore into the monsters spewing from the Behemoth-Gestalt. It was, in a rare departure from tradition which Carcharodon had seen fit to accept Qrow Branwen who operated the ships guns in tandem with a degree of automation and artificial intelligence which in turn allowed Carcharodon, Onyx, Hellion and Corvid to fight out in the open and protect the ship from any direct attacks which drew close.

A task that they were already engaged in.

"Starboard side!" Onyx called out "They're trying to climb aboard!….They swim now!"

Whipping sharply around Carcharodon saw the burly, bearded Puma Faunus wrestling with a segmented and almost serpentine monstrosity as it attempted to slither up onto the deck and as Onyx tangled with the thing for a moment longer it became more clear that it was one of the supposedly dangerous Man-Eater variants whose limbs had been modified, making it more agile in the water. Carcharodon watched, with a familiar feeling of pride and grim amusement as Onyx butchered the thing; its' prehensile tongue snaking around his left arm and trying to drag him to the ground only for him to pin the Cyber-Grimm to the ground beneath his boot and bring his axe down first on the winding appendage and then on its' skull.

Yet the victory was brief as more of the Man-Eater's slithered into view.

"Move!" it was Corvid who called out, she had joined them only a short while ago after handling another task for General Schnee but she quickly made her presence felt as the shoulder-mounted rail-guns of the Omega Wing blasted a pair of Cyber-Grimm apart and allowed for Onyx to continue his onslaught unimpeded, his own weapon shifting into its' ranged form and tearing through more Cyber-Grimm whilst his sonic-roar Semblance flung those out of his immediate reach back into the sea.

Yet Carcharodon was not convinced that the battle was over yet.

"Hellion!" he called out to the Dragonfly Faunus whose entire body had been replaced by a cybernetic copy after the battle against Salem "Take to the sky, see if any of them are trying to creep in through damaged parts of the ship! Don't expect monsters to fight with honor!"

"Aye Captain!" Hellion nodded, the faux-gossamer wings at her back shuddering and buzzing as a thruster slid from within her robotic body and allowed her to take to the air.

"I'll help her" Corvid said simply, launching herself upwards with her guns, shield generator and the mace belonging to a fallen friend at the ready. It took only a moment for Carcharodon's suspicions to be vindicated as Hellion let out a shrill whistle to alert him, rather than call out a direction the scout simply unleashed a flurry of her deadly Dust-infused daggers to act as both tracer fire and lethal weapons in their own right.

The Man-Eaters had swum around the ship and were trying to exploit the wounds left in its' hull from its' previous battle.

An insult Carcharodon would not stand.

He watched as Hellion's daggers found their mark, Lightning Dust tipped blades flashing as they struck home and from there he used his Semblance to transform his body into a liquid, protean state, seeping through the deck and making his way through the darkened bowels of his ship until he reached his enemy.

A lone Cyber-Grimm variant had found a small puncture in the armored hull of the ship and was in the process of trying to widen it, the beams of its' laser cutters already visible from inside.

"I think not" Carcharodon rasped as he unfurled his arm-mounted blades, the Red Waves and lunged directly at the wall that his prey was attempting to breach whilst engaging his Semblance once again.

An instant later Carcharodon was outside of the Nemesis Kharybdis and had tackled the Man-Eater, both he and the Cyber-Grimm toppling into frigid water below, still locked in combat. The mechanical horror thrashed and writhed in a savage, animal attempt to both free itself and tear at the Hunter whilst Carcharodon managed to keep the things' limbs and laser cutters at bay and find several fleeting openings to slash and gouge at its' armor until finally after several moments of struggling, the two of them dipping periodically below the waves the Man-Eater managed to contort itself in such a way that it could begin ensnaring Carcharodon with its' barbed and flexible tongue.

"I was told you were shrewd fighters" the Shark Faunus taunted "I was shamefully misled"

From there he used his Semblance and on not only himself but also that parts of the Man-Eater making contact with him which allowed him to swim forwards and pass directly through the body of the Cyber-Grimm, whilst at the same time effectively tying his enemy in a knot with their own body as its' prehensile tongue was left entangled in its' own spine and inner workings.

Carcharodon kicked and swam back towards the hull of his ship, finding and climbing a dangling chain left for just such a purpose with ease even in the dark and making it part-way up before steadying himself and taking a moment to survey the state of the battle at large.

Just in time to see the Behemoth-Gestalt unleash another punishing assault in the form of a backhanded swing of its' enormous Hard-light shield into the entire length of an Atlesian warship that the Shark Faunus quickly realized he was familiar with.

Winter Schnee's flagship.

The General and her crew were talented to be sure, managing to pull the vessel aside as though it were rolling with a punch and have it veer away at an angle the Behemoth was unlikely to follow all whilst returning fire and yet it was clear that damage had been done; the flagships' shields' were flickering and visibly at the verge of failure whilst Cyber-Grimm were changing direction in mid-air in order to focus their attacks on it either through their own cunning or Gestalt-Prime's command.

"Car!" it was Corvid who called down to him and Carcharodon understood implicitly what was need.

"GO!" he called up to her "DEFEND YOUR AUNT! QROW WILL BE SAFE WITH US!"

With that the Shark Faunus used his Semblance to bring himself back onto the damaged deck of his ship more swiftly where he rejoined with Onyx and Hellion, the Dragonfly Faunus swooping back down from the air.

"There are no Cyber-Grimm left in the water" she assured him.

"And our prisoner didn't try to help the ones sneaking aboard" Onyx noted gruffly, which Carcharodon nodded silently in response to and considered for a moment before focusing on a much more immediate threat.

"ALL WEAPONS FIRE ON THE BEHEMOTH!" he bellowed, thrusting a blade-covered arm in the direction of the titan "THAT GRIMM WILL FALL AND IT WILL KNOW US BEFORE IT DOES!"


Ruby Rose was not accustomed to relying on stealth to achieve her objectives when facing the Creatures of Grimm, she had for decades now been secure in the knowledge that any horde or particularly dangerous lone monster which could not be overwhelmed by a combination of her skill with Crescent Rose, her Semblance and the ordinance Penny would happily unload into the Grimm at her request could instead be dealt with by her powers as a Silver Eyed Warrior.

Gestalt-Prime and more specifically their Behemoth had changed things.

Even now the colossal war-machine was proving just how dangerous it truly was as it unleashed utter destruction upon the counterattacking forces through all of the various means at its' disposal and Ruby was under no delusions about her ability to halt it, she had already tried to face the Behemoth-Gestalt head on once already and the titanic Grimm seemed even more powerful now than it had then. A new approach was needed and to that end Ruby and Penny had not surged out to the front of the attack as they ordinarily would have and had instead boarded the Pearl and brought Penny's transport around to approach from an unexpected angle.

With Lie Ren joining them for the journey.

His Semblance being an invaluable asset.

"How long can you keep this up for?" Ruby asked, encouraging but nervous as the three of them flew closer within an aircraft which outwardly seemed to have been washed out in sepia tones, as though its' entire appearance had been cut from some old photograph and imposed upon reality as it cut through the darkness. The effects of Ren's Semblance effectively hiding the three of them from the senses of the Grimm and hopefully from Gestalt-Prime themselves.

"I can manage" Ren assured her, those his voice was strained as he stood stiffly, but hunched and sagging slightly with his hands pressed against the wall of the transports' cargo hold.

"You've got this, we'll have you back to Nora before you know it" Ruby encouraged with a smile that managed to be filled with a youthful exuberance deterred by neither her age, her scarred features and graying hair, her cybernetic eye or the severity of the moment. Giving her old friend a final thumbs up Ruby ventured back into the cockpit of the Pearl and rather than take her customary place in the co-pilots' seat she leaned over Penny and rested her chin on her wife's copy hair whilst reaching around to gently lay her own hands over Penny's.

"We can do this" Ruby murmured quietly, the steely look in her remaining silver eye at odds with the softness in her voice "We have to"

"The plans seems to be working thus far" Penny assured her "Though we're taking an indirect route and avoiding most of the fighting in order to minimize risks we do seem to have found a way to counteract the Cyber-Grimm and avoided their sensors….It's a shame that it can't be scaled up"

"Yeah" Ruby nodded slowly, a faint grin coming to her lips at the thought of how truly impressive it would be if Ren could render an entire city invisible to the Creatures of Grimm, though the fantasy was replaced by more concrete thoughts in an instant "How long until we're close enough?"

"That depends" Penny answered honestly "Best estimate is still a few more minutes though everything is dependent on the tide of the-THERE! Sensational!"

Penny had, with the aid of a mind that was simply more than human and comprised of state of the art logistical and analytical systems which put anything that Gestalt-Prime had managed to steal and bastardize to shame, managed to find a clear route and capitalized on it without a moment of hesitation. Ruby and Ren were left grasping anything they could use to balance themselves whilst Penny, presumably in silent collaboration with the aircraft's artificial intelligence steered them through an ever-shifting maze of laser-fire and raced closer to the Behemoth-Gestalt until they were finally beneath its' monstrous shadow.

At which point bullets' sprayed and peppered the armored hull of the Pearl.

"What the hell just happened?" Ruby demanded, instinctively unfurling Crescent Rose.

"I don't know!" Ren admitted "Maybe they shot through us rather than at us, even if they can't target us directly we're still in the middle of the fight-"

Ren was cut off by the impact of a Cyber-Grimm's main laser rocking the Pearl in mid-air.

"Or perhaps we have been outflanked" Penny countered "Gestalt-Prime has been able to tell where we are the entire time and has been waiting for us to draw closer to engage us"

"Doesn't matter now, we're here! I'm going for it!" Ruby declared racing to the rear of the transport once again and allowing Ren a fraction of a second to stand aside as she leapt out into the open air and launched herself forward at impossible speed.

It took Ruby a fraction of a second to identify and target the nearest Cyber-Grimm and even less time for a use of her Semblance to let her close the distance, the blunt force of her shoulder doing as much work as her scythe as she ripped the thing apart in mid-air. From there Ruby was a whirling dervish of destruction, time moving in slow motion for her as she spring-boarded from the falling remains of the first Cyber-Grimm into the midst of a swarm of others, their claws, bullets and lasers failing to touch her she flitted and wove between them with Crescent Rose spinning and leaving a steady rain of falling scrap metal and fading Grimm-smoke in her wake.

Until the sound of an explosion nearby brought her to a halt.

Forced to use her Silver Eye and its' associated power to keep herself aloft as she hovered, stationary in the air; all the while painfully aware that doing so would draw the attention of Gestalt-Prime Ruby whirled around and felt her stomach plummet at the sight of Penny's transport veering away with a contrail of black trailing from its' left wing and several Cyber-Grimm on its' tail; Ren already leaving the aircraft and using the blades of the Storm-Flowers to scale its' full as he returned fire.

A small flash of hope and relief came to Ruby as her comms flickered to life in her ear.

"Penny!" she found herself exclaiming.

"I'm hit" Penny informed her without preamble "I'll be back as soon as I can but I have to pull back. I promise that I'll-"

"Penny" Ruby breathed out, far more gentle now "You've been sensational….This part is mine"

"Be careful Ruby" Penny's voice cracked in a way that twisted Ruby's heart "I love you"

"I love you too" Ruby answered immediately.

A moment later the comms were silent and Ruby was left alone, using the power of a Silver Eyed Warrior to fly and chase after Gestalt-Prime as their behemoth continued to march toward the coastline of Neo Vale.


"HOLD FAST! ALL OF YOU HOLD FAST AND DO YOUR DUTY! ATLAS PREVAILS!" Winter Schnee's voice rose to a commanding bellow which drowned out the sound of various screaming alarms and sirens that filled her command bridge "ATLAS MUST PREVAIL! REMNANT MUST PREVAIL!"

Her words were answered by another violent wrenching, lurching sensation passing through the bridge and seemingly the entirety of her flagship.

"What just hit us?" Winter demanded, furious at the temerity of the enemy

"Combined arms fire Ma'am!" one of her bridge answered quickly, needing only a moment to further assess the information reaching them before relaying it "Multiple Cyber-Grimm coordinating to fire in tandem. Hull is holding but shields are fluctuating.

"Return fire and deploy fighters" Winter replied, refusing to let the insult stand however further bad news followed the initial report, delivered by another member of her crew.

"Secondary Cyber-Grimm grouping inbound. Shroud Variants ma'am, they seem to be aiming to make contact"

"Shields are still fluctuating ma'am, they're too damaged and depleted to restore but I can cycle them toward-"

"No" Winter interrupted" her sword already in her hand as her expression hardened "If we focus shields to stop them breaching the hull they'll just use that to attack another weak point. I'll handle this personally….First Mate, you have the bridge"

Winter barely registered the chorus of 'Aye Captain' that followed her as she half-marched and half stalked from the bridge.

Instead the General focused herself entirely on her goal and the moment the reinforced doors of the command bridge sealed shut behind her she gave up the last vestiges of poise and decorum, breaking into a full spring and when that failed to get her to her goal fast enough she summoned a spectral Griffin Grimm and rode it through the empty corridors of her flagship.

Her destination was an access hatch which would lead her up and out onto the exterior of her suffering airship close to where the incoming Shroud Variants were planning to carve their way inside; clearly having surmised that they would find less resistance than if they had tried to board via the hangars. To Winter's pleasure she saw that her bridge crew had understood her intentions, responding by sealing numerous bulkheads and blast doors behind her to ensure that any Cyber-Grimm menace or any diseases or other dishonorable, vile approach they might attempt could find no foothold and then remotely opening the access hatch that she was aiming for.

Allowing Winter to surge upwards into the pre-dawn gloom like a shooting star.

The first of the Shroud Variants found itself crushed, its' torso imploded so thoroughly that its' modular limbs were forced from their sockets and its' glowing abdominal thruster, a cruel parody of a firefly was sent careening away from the ship as Winter created a glyph directly beneath the hatch she burst through and imbued that glyph with Gravity Dust to send the armored Atlesian steel smashing into the mechanical monster at close to the speed of sound.

Coolant and inky viscera rained down on Winter and stained her uniform but even then she didn't pause, riding her summoned Griffin straight upwards into the remaining Cyber-Grimm with its' beak and claws joining her saber and dagger in the act of ripping and tearing through armor, flesh and circuitry to claim almost a dozen more Cyber-Grimm before the construct met its' end and the General was forced to fling herself backwards and downwards through the air, landing on the hull of her flagship and gazing out at her foe.

She had done almost nothing to harm diminish their numbers.

It seemed that Gestalt-Prime was willing to devote significant resources to either killing or capturing her and Winter let out a wordless snort of derision as she decided that she was willing to allow her enemy to try, if only so that she could extract a greater toll from them.

The hateful red optics of Cyber-Grimm converged and swirled, a shifting mass of constellations which was by no means all or even most of the enemy forces but still amounted to over a hundred Cyber-Grimm facing a single foe; a force which should have been capable of razing any target in their path to ruin and yet General Winter Schnee's only reaction to them was spread her arms wide and flourish dramatically with both of her blades as she dropped into a low bow.

"Gestalt-Prime!" She thundered "A duel then? Your creations against mine! If you dare!"

There was no verbal reply but to Winter it was obvious that her challenge had been heeded and accepted as the cloud of Shrouds, standard model Cyber-Grimm and a smattering of moth-winged fliers she had not heard a name for descended on her position.

Just as planned.

Winter's response was to drop to one knee and unleash her families' ancestral Semblance at full capacity, in a way that she had never attempted to before.

A vast swathe of her flagships' hull, now bereft of its' shields was enveloped in her glyphs and whilst the shimmering and interlocking symbols formed a layer of protection their true purpose was to unleash a tide of summoned constructs at Winter's command.

It was a sea of countless Creatures of Grimm, ranging from winged horrors which surged into the midst of the enemy, prowling and skulking nightmares cast in incandescent white which took up defensive positions on the hull and stood sentry like glowing gargoyles and even vast monstrosities whose enormous tentacles and claws reached out to snatch Cyber-Grimm from the air. More than this Winter called forth shimmering copies of an entire battalions' worth of Atlas battle robots of various models that she had bested in training over the years, arranged into squads which were then led by the summoned shade of a Hunter or particularly powerful individual Winter had faced in combat over her vast and storied career.

Winter Schnee was a one-woman army and as she stood alone atop the hull of her flagship she waged war against Gestalt-Prime accordingly.

"REMNANT PREVAILS!" Winter bellowed, forcing every last ounce of her Semblance into her assault, fighting vicariously through her Semblances' creations and relishing each small victory as a Cyber-Grimm was unmade, each small victory that was part of a greater whole which grew steadily closer to taking shape and yet was paid for by reserves of strength and willpower which were nearing their limit. Winter sank into a crouch, her cybernetic knee slamming into the hull and being followed by her blades as she used them to anchor herself; she glared out at the remaining Cyber-Grimm with her vision swimming, blood thundering in her ears and its' coppery taste filling her nose and mouth as she over-exerted herself.

Until finally, in a shower of erupting, ephemeral embers her Aura shattered.

And a handful of Cyber-Grimm remained.

The mismatched swarm of metallic horrors descended on her, their screams reaching a deafening fever pitch as Winter tried to force herself to stand; knowing that she would likely be flung from the hull of her airship and into the sea or simply by torn asunder before she could act yet finding both of those options preferable to simply waiting for the end.

Instead Winter Schnee, master of combat and General of the Atlesian Military was left blinking in confusion when two Cyber-Grimm exploded in an instant, the resulting fireball claiming a third.

"Specialist Xiao Long reporting for duty!" the voice of Corvid, her eldest niece reached her ears and punched the fog of exhaustion and desperation a moment before the younger woman herself landed atop the hull of the flagship with her battle-suit wrapped around her and her mace at the ready. The last of the Cyber-Grimm came rushing forth in a murderous frenzy and it was then that Corvid activated her own Semblance.

She became an immovable object.

The Omega Wing boasted its' own shield generator and this, combined with the fact that she simply could not be moved and the violent swing of her mace saw each every one of the remained monsters utterly destroyed in a single, arcing swipe which Winter could only respond to with a shaky, dazed salute.

"There was a time" the General managed to gasp out "That I imagined the two of us fighting side by side like this-"

"It'll have to be another time Aunt Winter" Corvid answered bluntly, catching Winter by surprise until her niece gestured into the distance where the Behemoth-Gestalt was continuing to advance "We've got front-line fighters. We need you to see the big picture….Preferably from a med-bay".

"Belay that order" Winter answered stubbornly, though with a distinct lack of emotion as she peered out into the gloom and realized two things in rapid succession which made her blood run cold.

Ruby Rose was flitting through the air around the titanic Cyber-Grimm war-machine in an effort to begin carrying out her part of them plan.

The Behemoth-Gestalt however was vast and well-armed enough to pay only minimal attention to her as it strode through seas that churned with its' every motion; at the same time fighting off numerous airships and also extending its' right arm, along which arcs of lightning crackled and surged as it prepared to fire.

Aiming at the beach-front itself, where the other key component of the plan could be found.

Winter realized that a decisive moment was upon them and that there was nothing she could do but watch.


"Holy shit!" Astra exclaimed, their voice cracking as they peered through the still battered windshield of their pickup truck.

"Yeah" Athena-Jade breathed nervously from behind them "It uh….It looks a lot bigger from this angle"

"Normally I'd make a joke about hearing you say that before, but this is really not the time" Stygian murmured, the blue-eyed Mouse Faunus's effort at humor to break the tension being largely ignored in light of the current situation.

The Behemoth-Gestalt was almost upon them.

Team MARSZ watched with a collective sense of sinking horrors as each of the titans' footsteps shook the ground beneath them and caused the suspension of Astra's pickup truck to rattle as though the vehicle itself were nervous, the feeling accompanied by the sounds of crashing and rushing seawater which brought the realization that in a matter of moments the Behemoth would reach dry land more firmly into focus.

More terrifying however was that Gestalt-Prime seemed intent on laying waste to the Hunters standing against them even before they reached dry land; they had commanded their Behemoth to extend its' right arm and lightning had begun to surge and travel along the thick forest of wiry, cable-thick fur and conductive alloy-laced bone spikes to such an extent that their air had become heavy and close, like a thunderstorm about to break as the Behemoth-Gestalt took aim.

Yet Team MARSZ were not alone.

"This is happening!" Nora bellowed as she placed herself directly in front of Astra's truck and aimed her grenade launcher, her volley doing little of any immediate consequence but allowing Tiger and Ravi, who had their own part to play to take up their positions. Then, in an unexpected deviation from the plan one of the airships still pummeling the Behemoth with everything at its' disposal fired a barrage of missiles whose blinding explosions actually managed to force the arm of the colossal machine-Grimm aside and send its' lighting blast ripping through several buildings somewhere in the distance, producing a series of explosions and no doubt causing damage to the cities' power grid.

Though the Behemoth's immediate retaliation was terrifying in its' ferocity.

"BRACE FOR IMPACT!" it was Zirconia who called out the warning, the Grasshopper Faunus having leaned out her window to see the skeletal wing structures of the Behemoth-Gestalt beginning to glow a fiery orange, the molten hue spreading further along the metallic parts of the thing and giving just enough warning for Athena-Jade to create several walls of interlocking glyphs as a barrier to protect Team MARSZ, Nora and the Santara twins before the Behemoth unleashed an attack which set the sky ablaze. It was not fire, rather a pulse of super-heated air which flash-boiled the sea around it and left the hull of the airship which had attacked it glowing until the vessel was forced to retreat whilst the concussive force of the expanding and displaced air washed over Team MARSZ's position forced the Hunters to huddle down and keep themselves from being thrown around, Astra's truck rolling back several feet despite its' brakes being engaged even with Athena's glyphs serving as a buffer.

Allowing the Behemoth-Gestalt time to aim its' right hand and begin gathering lighting once again.

Exactly as planned.

"THIS IS IT!" Nora yelled, a warning and battle-cry all at once as she shifted Magnhild into its' hammer mode and charged; waiting for the exact moment that the Behemoth launched its' attack in order to leap into the path of the electrical devastation, plunge her weapon into the sand and engage her Semblance.

Absorbing the lightning and redirecting it.

The sound that escaped the diminutive redhead was part scream of pain and part animal roar, Her hair stood on end and her entire body was enveloped in the glow of her Aura which traced the lightning-forked scars along her face and began to etch them into the rest of her body; her cybernetic eyes sparked and the various panels around them twitched and shivered involuntarily whilst their faint cyan glow began to flicker worryingly as the implants were steadily overloaded, an unmistakable smell of burning flesh and hair along with something coppery began to fill the air and yet just as it seemed hopeless and Team MARSZ began to consider bailing out of Astra's truck and rescuing the Professor Nora did the seemingly impossible.

She brought the Behemoth-Gestalt to a halt.

"NORA! SMASH!" her bellow echoed across the beach-front as she ripped Magnhild free of the sand, the entire weapon glowing and crackling as she thrust it forward to channel her own Semblance and thus, the Behemoth's own attack through it and launch a stream of white-hot lightning at the titan's armored chest; reducing a portion of the Behemoth's body to blackened, molten ruin.

Nora sank to her knees, reaching around in a way that suggested she was blind or at the very least that her vision was severely limited and yet in the next instant she called to the younger Hunters she had protected with a voice that was pained, choked but filled with purpose and clarity.

"WHAT THE HELL ARE YOU WAITING FOR? MOVE!"

"YOU HEARD HER!" Tiger yelled

"AJ, NOW!" Astra called out within the confines of their truck and in the next moment things began to happen in tandem. The Deer Faunus revved the engine of their truck violently, tires spraying sand out behind them whilst Athena-Jade created an array of glyphs behind the vehicle and imbued them with Gravity Dust so that the would propel the truck forward even faster.

"This is it!" Regalia confirmed after a brief use of Look-See "This is the way forward! Let's go!"

The Santara twins used their Semblance in tandem as they had been throughout the battle for Neo Vale, Tiger opening a portal directly to the skull of the now stationary Behemoth whilst Ravi's blinding, explosive burst rendered dozens of the titans' eyes utterly useless.

And then there was only one thing left to do.

"Your payload's secure!" Ravi assured Team MARSZ as he leapt aside "Tiger's ready for you! Go!"

Without a word Astra launched their truck into motion, sending Team MARSZ and the Aura Transfer Machine through the portal and speeding directly towards the skull of the Behemoth where Gestalt-Prime was waiting for them.

It all came down to this.

Author's Notes:

Okay so first thing's first, you have no idea how much fun I had writing this chapter and giving all of these characters their moments….Especially that ending.
Also Chapter 169 is the denouement and 170 is the epilogue; but 166, 167 and 168 are the big finale.
Also this is the first chapter I wrote whilst working a new job with long hours and a commute….But I managed nonetheless.

But anyway, let's summarize shall we?:
The time had come….Permit me my cliches.
Cyber-Grimm, when allowed to fall back on their natural instincts behave a little like the Nanobot smoke from Gen: Lock.
Tracer-fire works both ways.
Okay Gestalt-Prime is right, they are definitely desperate and throwing everything they have at one last push….But I wouldn't be so cocky about it.
Nobody enjoys sitting on the sidelines.
There is nothing, not even the nearing apocalypse that is going to make Astra be okay with someone slapping the roof of their truck like that.
Well this time Corey not following orders and letting Team MARSZ do their own thing so she could get in the air sooner paid off.
"If we're still alive for someone to complain to us by the afternoon then things haven't gone as bad as they could do".
Gestalt-Prime knows Winter will lead the charge, Winter knows they know but she's gonna do it anyway.
Nora and Tiger….I said I had them on the beach for a reason; did anyone guess what the plan was gonna be before it happened?
Team FADE, Team GORE, Winter and Corey and even Team NEON in the background….It was fun to let some of my older Ocs have their moments; I really did debate having Gangrel, my original RWBY OC be here but there's already too much going on.
Team FADE are always fun to write in action, especially with the way they always pass the action between one another.
The combo Diamond and Arctus did where they bounce a bullet around the inside of a ball of glyphs, I'm sure Athena-Jade and Zirconia have done something similar.
Felix just one-shot killing anything by plowing straight through it is fun….When sufficiently charged up he's basically "The Siberian" from Worm in a sense, which is funny because I didn't read Worm until several years after I'd finished writing FADE.
Airborne Cyber-Grimm?….Meet 1000x normal gravity.
Of course Carcharodon is eager to make history.
Man-Eaters that can swim just felt natural.
It's a shame we haven't had an opportunity to see more of Hellion and the robot body she had post FADE in this story.
Carcharodon Gore is absolutely brutal and it's a shame there was never really a chance for him to fight Carmesi; it would have been great….In FADE this guy used his liquid body Semblance to boil himself and throw himself into someone's eyes, wrapping a Cyber-Grimm's tongue around its' own spine and tying it in a know is light work.
Does the Nemesis have enough firepower to make a difference? No….Will that stop Car from ordering "Fire all weapons" anyway? Absolutely not.
And Ren was here for a reason as well, he and Nora had their parts to play although admittedly Ren's was a little truncated….I hope that if we ever get Vol.10 and after that the do use Ren's Semblance like this in canon though, they hinted at in Vol.8.
I left it ambiguous, it might have been Cyber-Grimm shooting through a transport they couldn't actually see or it might be that Gestalt-Prime could see them despite Ren's interference and was letting them get close; it doesn't actually matter.
Basically Penny and Ren were just here to deploy Ruby close enough to tangle with the Behemoth.
Atlas Prevails, RT really managed to sum up so much about the Kingdom when they made those two words Cordovin's battle cry.
The Cyber-Grimm can smell blood in the water, the flagship got backhanded by the Behemoth and its' shields are wrecked….And Gestalt-Prime did want to take Winter as a trophy.
And this is why they call Winter "Captain Bad-ass" in the Atlas military, she summoned literally everything she can summon all in one go on some "Domain Expansion" shit and became a one woman army.
But it still wouldn't have felt right if there wasn't a moment where Corey and Winter fight together.
Oh you thought we were gonna have a nice moment of feeling like we won….Then the Behemoth prepared to fire directly at Team MARSZ's position.
Yes the dick joke about "Bigger from this angle" to lighten the mood was necessary, it was still better than the jarring tone-changing dialogue of a Marvel movie.
That definitely caused power outages, fortunately to places that were probably already ruined.
The heatwave attack wasn't directly inspired by anything from Godzilla Minus One, but the vibes were definitely similar.
Okay so Nora is still alive, but now she has the lightning scars all over and not just on her face….Also her robot eyes are gonna need a tune up.
BUT THAT WAS AWESOME THOUGH.
Followed by Tiger sending Team MARSZ straight at the Behemoth's face for a cliffhanger….I had so much fun writing this chapter, just pure action and chaos all round.

Thank you to for their reviews on the last chapter.

As always thank you to everyone that reads this, with a special thanks to those of you that follow, favorite and review.