Something for you guys to know. For the last couple months and for the foreseeable future, I am only able to work on this fic on my days off – Friday, Saturday, Sunday, and holidays. And typically, because I'm balancing other tasks, I can only get a couple paragraphs done per day. That's why updates are so few & far between lately and, unfortunately, will probably remain so for a while. But unless I say otherwise, this fic isn't dead or dormant; it just takes me a long time to actually write each chapter.

SEE CHAPTER ONE FOR DISCLAIMERS

PLEASE READ & REVIEW

PLEASE CAMPAIGN FOR THE TROPE PAGE'S DELETION

-CHAPTER START-

Realm R38Y

Monstra

Cinder snapped awake, breaking out of a nightmare/memory, and carefully sat up. Emerald noticed and hurried over, kneeling by her side and taking her Grimm-hand in hers.

"You're awake! I was so worried. How are you feeling?"

"You…" Cinder looked around. "You brought me back here…" She pulled her hand away and looked to the side, obviously upset. "We failed."

Emerald looked confused and distressed. "Cinder, you were hurt. I was just trying to help…"

"I think she's had enough help…" Mercury replied as he walked in. "Besides, she went against our Queen. I'd be careful who you back."

"Cinder's hunch was right." Emerald tried to glare at him. "If we'd had support then maybe we would've-"

"Would you stop trying to protect her, already? She doesn't care about you!"

Cinder snarled, organic eye lighting up with Maiden-fire and synthetic eye glowing blood-red. "Both of you, get out. I'll let you know when you're needed next."

As Emerald looked away sadly, Mercury smirked. "Yeah, about that… Salem's got other plans for me. I'm not gonna be taking orders from you anymore."

That took the wind out of Cinder's sails, her eyes' glow fading from the shock.

"She wants everyone on the bridge" he continued. "Something big is about to happen."

Mercury then turned and strutted out, with Emerald sighing and following him.

-Break-

'I'd like to express again that this is my burden to bear, not yours. His grudge is with me.'

"No, it'll be even worse. He's holding back with me. I can tell."

Oscar, beaten and bloody, sat alone in the small, locked chamber Salem had thrown him in, conversing with his 'passenger' who had finally finished sifting through Oscar's recent memories and getting up to speed.

'I understand. I do. But you've done so much already. The least I can do is give you a break and try to get us out of here.'

"We can't leave yet. This is our chance."

'Hmm… Maybe you've taken one too many hits.'

"Salem. She knows she can't take on the whole world at once. So she doesn't. She has her followers work their way in sabotaging us from the inside out."

'Maybe we should do the same…"

'We certainly are similar, you and I. Maybe we have been presented with an opportunity…'

Just then, the membrane-door squelched open as Hazel entered, the giant man grabbing Oscar up off the floor and pinning him against a bone-spike.

"You don't need to fight this war, kid" he rumbled. "Tell me what I need and we can be done."

Then, Oscar's eyes momentarily glowed yellow, allowing his passenger to take the driver's seat. "Hello, Hazel" Ozpin said dryly.

Hazel snarled. "Coward. All this time, it could have been you, but you let him suffer." He tossed Ozpin to the floor. "Now tell us how this damned Lamp works. The boy has suffered enough."

Ozpin got to his feet, only to fall back down to one knee in pain. "Why do you follow her? I know how you see me. But her? Look at what she and her 'partners' do. How are they the answer? Why not stop her?!"

Hazel looked away. "Salem can't be stopped. She's a force of nature. I've seen it firsthand. But you…" He snapped off the pointy end of the bone-spike nearby. "You send children to their deaths for a cause that you know has no victory – no end!"

"Someone has to try! Salem isn't a force of nature because Salem can be fought! Unless she brings the Relics together. If that happens-"

The door suddenly slid open again, revealing Salem, who smirked calmly.

"Ozma. You have wonderful timing. The show is about to begin."

-X-

In the throne-room, Salem was seated on her bone-throne, her Hound crouched beside her. Kneeling before her were Hazel, Oscar/Ozpin (by force), Tyrian, Cinder, and Mercury, while Emerald and Neo knelt by the side. Maleficent and Pete stood a bit farther away, along with Megatron and 3 of his 4 Predacons; Dyspear, Daro'Xen, and Scorponok were elsewhere further inside Monstra, putting the finishing touches on a new "joint project".

"We have good news" Salem said. "Tyrian has heard from our dear colleague Watts. His & Xen's plan seems to have worked; he has gained some control over the puppet masquerading as the Winter Maiden. Once again, he proves his usefulness."

"Wait, 'Zen'?" Oscar spoke up. "Did you find another villain for your alliance? Who the hell is 'Zen'?"

As Tyrian growled at the boy for interrupting the Queen, Salem simply sauntered over and grinned down at Oscar. "Wouldn't you like to know? And speaking of usefulness… Cinder."

She turned to her female minion, who grunted and then cried out as her Grimm-arm started hissing and smoking and thrashing.

"You chose to disobey my specific instructions, just to fail again. And I've realized… It's my fault."

The pain stopped as the arm settled down, Salem standing over her kneeling underling.

"You've fought your whole life unwaveringly for what you want, and here I am holding you back instead of lifting you up." She offered her hand, and Cinder hesitantly rested her Grimm-hand in it. "You deserve so much more than I've given you. Go to Atlas; link up with Watts. He can lead you to the girl. Whether you or my Hound get to her first, you will finally have the Winter Maiden's power… and I will have my Staff."

"You'll only be helping her bring about the end!" Oscar shouted, pleading. "For all of you!"

Salem grinned wickedly at him. "You're too late~"

-Break-

"It's headed straight for Mantle! I repeat, a large mass of Grimm is headed straight for Mantle! Please, anyone!"

As Jaune frantically repeated his warning over general comms, hoping against hope it would get through the intermittent interference and be heard by the right people, he and his three teammates rode across the tundra on the two now-repaired bikes. Suddenly, an Atlas dropship flew in, landing just ahead as they slowed to a stop. The Ace-Ops hopped out, led by Winter (still in a medical support brace).

"Did you get our message?!" Jaune asked, hopeful.

"What message?" Harriet asked. "Comms are still a mess."

"Something happened to Penny while the broadcast was going out" Vine said. "We think Watts may have launched a hacking attack against her. She dropped – plummeted out of the sky. She should be able to survive falling from that height, but she will not be in good shape. We're out here searching for her, ah, 'landing zone' because we need to find her before Salem can."

"What was your urgent message about?" Winter asked.

Yang pointed off to the right. "That."

The Ace-Ops & Winter followed her gesture, staring in frightened shock at the river of "Liquid Grimm" Suddenly, a series of earthquakes shook the snow-covered ground all around, spreading fear amongst people in Mantle and the Great Crater, with that fear in turn drawing the attention of numerous Grimm.

Then, the massive river of Grimm-liquid suddenly shot upwards in a huge black geyser, crashing into the underside of the floating city of Atlas and wearing through, since the full-city shield was comparatively weaker on the underside. Centinels immediately spawned in and dug into the rock, evading gunfire from patrolling gunships. The burrowing Grimm forcibly emerged underneath two of the shield projector pylons at key points, dislodging and disabling them, and without the whole network working in concert the entire shield came down.

Inside Monstra's control room, Salem gave a wicked grin, her eyes glowing. "It's time…"

The enormous flying whale Grimm flew straight toward Atlas and body-slammed down onto one of the farms at the floating city's edge. Its massive mouth opened, spewing out a flood of Liquid Grimm. From the black sludge, countless Grimm began to solidify, emerge, and march toward the city, prepared to slaughter. Atlesian and UNSC forces scrambled to man the trenches, soldiers and war machines forming defensive lines just outside the city wall. As the Grimm began to charge, snipers opened fire, sending antipersonnel and APFSDS rounds downrange, along with some 120mm HE shells from the few Scorpions on-scene. The carrier-whale vomited out another wave of Grimm-sludge, spawning more of the murder-beasts.

Standing in his office at the peak of Atlas Academy's tower, looking down at the distant battle, General Ironwood scowled and opened a comm. channel. "Captain? I am evacuating all citizens to the subway. Prepare Manta Squad Omega, and dispatch to every part of Atlas."

"Airspace is getting real hot real quick, sir, but we'll do what we can!"

Across Atlas' public spaces, Ironwood's voice rang out over the city speakers:

"Citizens of Atlas, please proceed to the nearest underground subway station for shelter. Don't panic, but be quick. The Grimm have breached Atlas. Get underground immediately."

Air-raid sirens began to blare, and soon a flight of Lancers appeared, weaving their way through skyscrapers as they approached a park. Then, two Mantises stomped into the park and opened fire, heavy machineguns chewing the wasp Grimm to bits as the people scrambled for the nearby subway entrance. Several dropships and gunships filled the sky, with one of them carrying Winter, the Ace-Ops, and Jaune's group back into Atlas airspace. There was a minute of clear comm channels, with Ironwood and his subordinates taking advantage of it.

"We can't get the hardlight shields back up, sir" one of the field commanders reported. "The generators took too much damage!"

"Then don't waste resources on them" the General replied. "Beta Squad, the creature?"

"We tried bombs, missiles, but we can't make a dent, sir" another field commander said.

"Sir, this is Specialist Schnee" Winter cut in. "Penny is still MIA, but we found Arc's team. And they've got bad news."

"General!" Jaune spoke up. "We were attacked by some weird, shapeshifting mutant Grimm! It ambushed us, knocked Oscar out cold, used him as a shield when we tried to attack it, and then grew wings and took off with him! We tried to keep up but it gave the slip, and took him to Salem's whale-base!"

"They took Oscar alive? …Damn it, she must be trying to make him cough up the Lamp's password. …Winter, drop them off as close to the whale as you safely can, then head back to the outpost closest by; while the kids infiltrate the enemy base and get Oscar outta there, you'll pick up a warhead our people are getting ready to kill that behemoth. Arc, we'll hold against the onslaught as long as we can, but… if we run out of time and can't avoid using the bomb any longer, you may have to leave Oscar behind and… wait for Oz's next vessel. Get in, get the kid, get the hell out ASAP. Clear?"

Jaune, Yang, Ren, & Pirika nodded with serious expressions. "We'll save him."

-Break-

Inside the control 'room' of the massive Monstra, Salem directed her leviathan and her horde with sweeping, grandiose gestures, a conductor leading a hellish orchestra. Behind a corner, Emerald watched, feeling increasingly conflicted about a great many things. Steeling herself, she slipped away, heading down the hallway and using her Semblance to avoid a Seer coming the other way. Behind a closed door along the way, she could hear Hazel "interrogating" Ozpin/Oscar.

"That stunt you pulled…" Hazel growled. "She'd have killed you if you didn't just pop up somewhere else. Still, you can make things easier on yourself if you start telling the truth."

"You've never wondered why she recruited you?" Ozpin asked. "You, specifically, to help her find the Relics."

Hazel stepped closer. "We share a vision. She's gonna create a new world order – no Kingdoms… and no Hunter Academies."

Oz chuckled wryly. "A new world order… No. When Salem gets all four Relics, there will be no world left at all. Don't you get it? She's been alive longer than you can comprehend. All she craves now is release – Death."

Hazel's response was another punch, sending the wrist-hung captive swaying. "Stop lying! Salem can't be killed! When she came for me, I killed her over and over again. The longest she was gone was only a few hours, before she put herself back together. When I couldn't lift my arms anymore, she showed me that, through her, I could have the vengeance I needed."

Ozpin looked at the giant man with mixed pity and anger. "Oh, Hazel… Don't you see? That is why she came for you. Because she could make you believe that this is what you needed."

"This is what you deserve!"

"Yes! But Oscar? The people of Atlas? All of Remnant? You haven't done what you've done for justice" Ozpin spat the word with clear anger. "You've done it all for yourself. Because she pushed you to think it would help you. …Well? Has it?!"

-Break-

In Weiss' bedroom of the Schnee Manor, Weiss and Pyrrha did their best to tend to the wounded and unconscious Nora. Ruby and Blake entered, hot drinks in hand, looking worried at their comrade.

"How is she?" Ruby asked.

Weiss sighed, wiping her brow. "We've done what we can, but she needs a doctor."

"Hopefully," Blake spoke up, "May's able to reach the others. I'm… I really hope they're okay…" She glanced out the window, at the unnatural storm clouds occasionally lit by red lightning. "Salem's monster is making Grimm faster than our forces can kill them. The city's going to be overrun unless we stop it."

"But it's massive" Ruby replied. "What can we even do against that titan?"

"The UNSC corvette just off Atlas' north 'coast' has its hands full with flying Grimm," Pyrrha reported, "and it doesn't have anything powerful enough to do more than dent that monster. The frigate up in orbit has a MAC, but now it can't blast that whale without blowing a huge chunk out of Atlas, too…"

Weiss flopped down into a nearby chair. "Penny launched Amity and our message went out. Do we just wait for someone to come? …If they even come."

The door opened again as May Marigold entered. "I overheard a transmission between the General and Winter's airship" she reported. "Salem apparently sent a new shapeshifting Grimm to capture Oscar and take him, alive, to her whale-ship. Arc and his team are going to infiltrate and try to get him out. Now come on; I've got the ship ready to head back and-"

"What?" Weiss shot to her feet. "We can't leave."

"It's chaos at the crater. Atlas' army and the bulk of the UNSC are holding the line up here, leaving Mantle less protected. People are dying."

"People are dying here, too. Don't you have family in Atlas?"

"No" May glared, a dark look in her eyes. "Mantle needed me, and to the Marigolds, that meant I wasn't their son anymore. And I made sure that everyone knew that I wasn't their daughter. So forget them. They've got Henry, yours has Whitley. You get what I'm saying."

"I've seen proof that not all of Atlas are self-centered snobs. …Just most of them. Besides, Nora's in too bad of shape for us to move her like that. And if you're suggesting we leave her," Weiss drew her rapier, "you and I are going to have a problem…"

"Enough!" Ruby stepped between them. "Did both of you forget that us fighting each other is exactly what Salem & her allies want? We're all facing this together. And together is the only way we're going to get out of it."

May sighed. "So, how exactly do we get out of it?"

Outside the room, Whitley was listening in, conflicted as he realized there was nothing he could really do.

…Or was there?

-Break-

"So long as the world turns, you shall walk its face…" Ozpin finished. "That was the curse cast upon her. But if Salem can divide humanity beyond repair, and bring all four Relics together, she believes that maybe her curse will be broken. The Gods will rule against us and destroy Remnant, once and for all."

Hazel glared, suspicious. "Nice story. But if Gretchen's death has taught me one thing, it was never to trust you."

'Please. Let me.'

'But Oscar-'

'You want him to trust us? Then trust me.'

The shared body's aura shimmered, and Oscar took control again.

"Her name is Jinn" he said, bringing Hazel to a stunned halt. "You want her to come out of the Lamp? Just say her name. She can still answer one more question."

Hazel's eyes widened in anger, and he lifted Oscar by the collar. "After all that, you're just going to give Salem to password?"

"No. I'm giving you the password, and hoping you'll find the truth for yourself."

Slowly, Hazel lowered Oscar to the ground, a surprised look on his face. Outside, Emerald quietly pulled away from the door, trying to process everything she'd overheard.

-x-

"He's a prisoner, Em" Mercury said while packing an away bag. "He'll say what he thinks will get him out."

"So you're still going to Vacuo, after what I just told you?" Emerald questioned, trying to get through to him.

"Those are Salem's new orders," he headed for the door, "and I know better than to disobey Salem."

"But-"

He stopped, turning to face her. "Look. Even if what he said is true, we can't stop Salem and her 'partners'. You told me yourself; Hazel tried. He failed, and he got in line. Big guy's not gonna pick fights he can't win, and neither should we." He stepped out into the corridor, Emerald looking defiant as she followed. "And all of this is pointless, anyway. Salem's not trying to end the damn world."

Suddenly, Tyrian's cackling laughter rang out as he emerged down the hallway.

"Of course she is!" he gleefully decreed. "You're surprised?! Salem is destruction incarnate! Our mistress seeks to bring about the end of all! There is no idea more beautiful. If you couldn't see that from the start, you must be out of your mind…" He reached his tail out and pulled Mercury along with it. "Now come along, Mr. Black. You and I have a date with the desert."

Soon, Mercury was "guided" into a waiting Manta dropship, with Emerald following at a distance, dread and worry on her face. Mercury gave her a solemn nod, and then he & the mad scorpion were off.

-Break-

Ruby, Weiss, & Blake descended the stairs into the main hall, discussing their options. Suddenly, there was a knock on the mansion's huge oak front doors. The girls drew their weapons, Weiss creeping close and cautiously opening the door, at which point her weapon arm dropped as her eyes widened in surprise.

"Klein!"

Klein Sieban stood with a doctor's bag in hand, tipping his hat to her. "Miss Schnee! I heard there was a patient here who needed my help."

"I… I am so sorry, Klein. It's my fault that Father-"

"Please don't worry, my snowflake" the older man's eyes turned green. "It had nothing to do with you." His eyes then turned red. "And everything to do with Jacques."

He strode in, the door slamming behind him.

"Well, that's sweet of you" Weiss wiped at her eyes. "But wait, how did you know-"

She was cut off as Klein looked up at the figure descending the staircase, his eyes turning sky-blue. "Ah, young Whitley. I'm so glad that you rang! May I please see the patient? I understand it's urgent."

"Yes," the boy replied, "she's in Weiss's room. Just go up the-"

"I haven't been gone that long, Master Whitley" He patted the boy's shoulder. "I believe I can find it."

"You called Klein?" Weiss asked her brother softly as the old butler headed up the stairs.

"That girl needs a doctor" He turned away from her. "I didn't do it for you…"

"I know" she smiled. "That's why it means so much to me."

The boy then gasped in shock as his prickly sister actually hugged him. After a moment of confused hesitation, he sighed and hugged her back. Suddenly, though, there was a loud bang from outside.

"Did you… happen to call anyone else?" Weiss asked, uneasy.

In response to Whitley shaking his head, RWB readied their weapons again. Ruby opened the door, finding a still-smoking crater in the cement of the manor walkway. Down in the crater was Penny, badly damaged – crackling with electricity, leaking neon-green coolant. Seeing her stunned and horrified friends, she weakly reached out at them.

"I'm sorry…" she murmured, before losing consciousness.

-Break-

Watts looked up as Cinder flew in and landed in front of him. "Where are the others?" she asked.

"Taurus, Xen, and the others have spread out to wreak their own brands of chaos" Watts replied. "I'm afraid you're stuck with just me."

She sighed, frustrated that she'd have to put up with him alone. "Let's just get going…"

-Break-

Nora's eyes slowly opened, looking down at her body now covered in electrical burn scars, laying in a fancy bed. An older man with nearly-bald head looked at her warmly.

"No need to worry, miss" Klein said. "You and your friend are going to be just fine."

The room door was suddenly shoved open, and in came Blake, Ruby, Weiss, and Whitley carrying a badly damaged and unconscious Penny.

"She's lost consciousness" Blake reported. "And she's… bleeding? Maybe?"

"Set her down" Klein said.

They carried Penny to a neighboring bed and set her in it; Whitley grimaced at the bright green blood/coolant now staining his clothes.

"Can you help her?" Ruby asked.

Klein scanned Penny with his scroll, his eyes currently red. "Even based on what you've told me, I hardly know what she is." He coughed, his eyes turning brown. "But, her basic anatomy seems similar enough. I can at least stitch up that wound."

Suddenly, there was a distant thundering crash outside. A second later, the mansion's power went out.

"Oh, that's just rich…" Whitley grumbled.

Ruby's scroll rang, May Marigold taking advantage of another brief window of clear comms.

"Everyone okay back there?" May asked. "Just saw another bombing run light up the kingdom."

Ruby looked out the window at the darkened city. "Looks like part of the city lost power. We're okay, though."

"Sorry I couldn't stick around, but time's running out for everyone in the crater."

"No, we're sorry. Once we know what's wrong with Penny, we'll… we'll do something."

"Don't beat yourself up, kid. At this point I don't know how much is left to be done."

As the call ended, Ruby slumped. "The Grimm, the crater, Nora, Penny… How do we fix all of it?"

"One step at a time, my dear" Klein replied. "You can't worry about fixing everything. Simply focus on what's in front of you. If you'd like some place to start, I'd be able to work faster if you could bring the power back on."

"Well," Ruby started, "how would we-"

"We have a generator near the edge of the estate."

A couple members of the group startled a little as Willow Schnee made herself known, leaning against the open doorframe.

"So kind of you to join us, mother" Whitley said dryly.

"Believe it or not," the woman replied, "I am above drinking in the dark." She then noticed the butler, giving him a warm smile. "Oh! Hello, Klein."

Klein smiled back with a little nod.

Weiss straightened herself up, sheathing her blade. "SDC executives have their own auxiliary power supplies in case of a city-wide blackout. It's extremely unfair, but perhaps now isn't such a bad time to company perks."

Whitely's eyes slowly widened as he realized something. "We don't just have perks."

"Hm?" Weiss looked at him.

"We have the company. The people you mentioned in the crater – they need a way out, right? Since the UNSC corvette doesn't have anywhere near enough Pelicans to extract everyone before the Grimm overwhelm their defenses. There are rows and rows of cargo ships just sitting in the hangers because of the trade restrictions."

"And our own automated drones," Weiss caught on, "like the ones at Snow Shoe Shipping."

"We can order as many as we need to pilot our ships down to the crater and get people to safety, while the Grimm are occupied with the Atlesian & UNSC forces."

"We can?" Blake asked.

"I can. I just need father's computer."

"Then we definitely need to get the power back on."

-x-

Blake, Ruby, & Pyrrha ran across the courtyard, with Scyther, Liepard, & Grovyle out with them as extra security. They hurried inside the power shed, Pyrrha standing guard at the door while Blake & Ruby found the emergency generator and threw the switch. The main display lit up, displaying a progress bar as the generator slowly booted up.

"Come on…" Ruby grumbled.

"Don't worry" Blake put a hand on her shoulder. "It'll work."

"Nothing else has."

"I know you don't always know what to do, but that's never stopped you from doing something. I was like that as a girl, but time and… a lot of other things, took their toll on me. Then I wasn't sure if that kind of girl could actually survive in the world… until I met you. It was a little strange at first because you were younger, but I've always looked up to you, Ruby. And I still do."

Ruby couldn't help but tear up. "Thanks, Blake…"

The generator finally came online, power being returned to the Schnee Manor. Inside Jacques' office, Whitley immediately got to work on the terminal, with Weiss standing guard. Back at the shed, Blake turned to Ruby with a satisfied look… that dropped into an expression of shocked fear, cat ears drooping.

"…What?" Ruby tilted her head in confusion, oblivious to the huge black silhouette with red lines and glowing red eyes revealed by a lightning strike just outside the window behind her.

-x-

In Weiss' bedroom, Klein and Willow were startled by the distant sound of glass shattering.

"What was that?" Klein murmured.

Another crash was heard, and Willow reached for the bottle she'd brought in with her.

In Jacques' study, Weiss hurriedly answered her Scroll. "Ruby?! Blake!"

"Weiss!" Blake shouted. "There's a weird Grimm that- Look out!"

The transmission cut off, and Weiss turned to face her still-busy brother.

"Can you handle this?" she asked.

"Assuming you can handle that" Whitley gestured in the direction of the power shed.

She scoffed and hurried for the door, throwing out a quick "We still need to work on your attitude" as she left.

-x-

Ruby was thrown through a hole in the shed's wall, rolling across the ground as the Hound roared at her. Blake and Pyrrha came at the beast from either side, but it easily deflected their strikes. The Hound lunged at Ruby, but she used her Semblance to just barely dodge, forming up with her comrades.

"What is this thing?!" she readied her scythe.

"It's just a Grimm" Blake calmly readied her weapon.

Then, the Hound stared at the girls. "tAkE… ThE… gIrL…"

"…You were saying?" Ruby said, slightly pale.

Blake and Pyrrha spread out and attacked the Hound from either side, peppering the beast with gunfire, but it ignored the hits and charged at Ruby, slamming into her before she could react. The back of Ruby's head hit the ground as she fell, stunning her, and the Hound then sprouted wings and began to take off, the dazed Ruby in its clutches. Blake managed to wrap her Gambol Shroud's 'ribbon' around the monster's ankle and bury the weapon's blade in the ground, anchoring the struggling Grimm for the moment, and then Ruby's Scyther flew up at the monster trying to kidnap his Trainer.

The Hound used the dazed Ruby as a shield to make the old mantis stop his planned Night Slash, but Scyther then started flying around the hovering Grimm in a high-speed circle while using Double Team, the Hound's head moving back & forth as it tried and failed to track the real Scyther. Scyther suddenly came in from the left, and the Hound barely raised its arm in time to block the Slash and then failed to land a counterblow before the Pokémon dove back into the Double Team ring. Another, narrowly-dodged strike from behind & to the right almost clipped one of the shapeshifter Grimm's wings. It was at this point that Weiss arrived on the scene, quickly taking in what was happening.

-x-

"Klein!" Weiss said over short-range comms. "There's a weird mutant Grimm out here! It might not have come alone; keep everyone together and call if there's trouble."

"Of course" the old butler replied.

Having overhead the conversation, Willow's hands were shaking violently, enough that she lost her grip on her cup & bottle, both shattering when they hit the floor.

"Madame," Klein spoke to her, "please try to calm yourself."

"I-I can't do this…" she breathed out. "I can't do this!"

As Willow ran out of the room, Klein fruitlessly calling for her, Penny sat up, but her eyes were vibrant red. Klein noticed as the girl stood up.

"Goodness," he said, "try not to-"

She shoved him into a nearby chair, knocking it over, and began to approach him. Suddenly, though, her eyes started flickering between the hacked red and their natural green, lighting up with Maiden-fire as she stumbled and clutched at her head.

"No, not again!" she cried.

-x-

Weiss and her Glaceon fired Ice Shards up at the Hound, but the beast dodged almost nonchalantly. Deciding to go a little bigger, Weiss began to summon a 'White Revenant' of a rather large Nevermore, but then a pair of Centinels burst out of the ground and shattered the forming construct, and another of the giant bugs came at Blake, distracting her and allowing the Hound to break free of her restraint. However, as the monster began to ascend, its attention, as well as that of the recovering Ruby, was drawn by the flickering green light coming from one of the manor's windows.

"It's not here for me!" Ruby shouted as she realized. "It's here for Penny!"

The Hound promptly dropped her, flying toward the manor. Ruby's Scyther flew up and caught her, slowing her fall enough to land mostly safely. But then, a few more Centinels emerged from beneath the earth, alongside a massive, mutated one with a brightly glowing acid sack on its front, a pair of wicked mantis-like claws, and an almost centaur-like build – a Cenitaur. Furthermore, several Heartless – Soldiers and Armored Knights – spawned in with pops of darkness and immediately began to advance on Ruby.

"Pyrrha, Weiss, go!" Blake shouted. "Protect Penny and the others!"

The two girls (and their Pokémon) nodded and ran off, hurrying for the manor, while Blake and Ruby prepared to face down the Grimm & Heartless and the Alpha Grimm leading them.

-x-

Penny struggled to maintain control of herself, standing amidst whirling magical energy. Whenever her eyes flickered red, she'd take another step toward Klein.

"I don't want to do it…" she said weakly.

"Hey…"

Penny startled as a hand weakly grabbed hers.

"No one's going to make you do anything you don't want to do" Nora murmured, trying to speak as strongly as she currently could.

"But I've been hacked" Penny whimpered. "The virus is infiltrating my core systems, trying to shut down my consciousness and-" She seized, her eyes turning red, and she began to speak in an emotionless tone with a faint flanging effect. "I must open the Atlas Academy vault, and then self-terminate" The magic circling her flared as her eyes changed back to green, ablaze with Maiden-fire. "No!"

Although deeply concerned as she processed what was going on, Nora kept pressing. "Your mechanical parts are just a part of you. Don't forget about the rest…"

Slowly, the storm of power began to calm and fade, as – at least for the moment – Penny's willpower managed to suppress the virus's influence. As she knelt down by the injured and exhausted Nora's bedside, Klein – breathing a sigh of relief and wondering if his meager technical skills he'd picked up over his life might be able to give the robot girl a little help against the virus – received another short-range communication over his Scroll.

"Klein, the mutant Grimm is coming inside" Weiss reported. "Stay quiet. Pyrrha & I are on the way."

"Do hurry" he said softly. "Whitley and Willow have yet to return."

"What? Where'd Mom go?"

-x-

Bursting into her room, Willow briefly reached for a bottle of wine, only to get ahold of herself and instead grab the Scroll next to it. Meanwhile, the Hound burst through the manor's front doors, finding a pool of Penny's coolant-blood and memorizing its scent. Seconds later, Weiss and Pyrrha came in as well, only to find a quiet, empty entrance hall. The two girls moved quietly and cautiously, looking all around.

"Above you!" Weiss's Scroll suddenly blared.

Weiss & Pyrrha instinctively dodged just as the Hound dropped from above, but a swing of its massive arm knocked them both away, Weiss's aura-barrier shimmering as she slammed into the grand piano. Glaceon and Grovyle fired Ice Shards and Bullet Seeds at the monster while Pyrrha rushed in with her spear, but the Hound grabbed the Huntress's weapon and slammed her to the ground, dazing her. The beast then leapt onto the second-floor landing, gave an indignant roar and then disappeared down the hall, out of sight.

"Mom?" Weiss spoke into her Scroll.

In Willow's room, the woman was looking over multiple surveillance camera feeds on her Scroll. "I can see it" she reported. "It's outside Winter's old room. I… You girls can kill it, can't you?"

"What's it doing?" Weiss asked.

"I'm not sure" she watched the beast sniffing around. "It's acting strange. Why is it here?"

"It's after Penny" Pyrrha replied. "It seems Salem sent this thing to take her in alive…"

"Just keep an eye on it so we can track it down" Weiss said.

Willow took a deep breath. "Right. Okay. It's moving again. It's heading towards… Oh dear, no."

Whitley was hard at work in Jacques's study, inputting commands into the terminal. He was almost done.

"I can do this…" he told himself.

"Whitley…" Willow's hushed panicked voice came over his Scroll.

Groaning, the boy hung up. "You are the last thing I need. All that's left should be…"

The door creaked open. Whitley sighed in frustration, turning to face the door… and went pale with horror, frantically dropping down and hiding behind the desk. The Hound stalked inside, following the faint smell of Penny's coolant-blood still staining Whitley's shirt.

"Credentials verified" the computer suddenly 'spoke'. "Click to proceed."

The Hound's head snapped up at the sudden sound, and it slowly approached the desk as Whitley covered his mouth to muffle his panic.

"I kNow… yoUr'E hERe…" the Hound snarled.

Suddenly, the Revenant Summon of a huge Razorback Boarbatusk charged in and pinned the Hound against the wall, trying to gore the thrashing Grimm with its tusks.

"Run!" Willow screamed from the doorway, her Semblance glyph lit up at her feet.

Whitley scrambled out from the desk, hitting the final command to send in the drones before following his mother out. They sprinted down the corridor, but the Hound quickly started gaining on them. Judging it was close enough, it made a pouncing leap… and slammed into the thick wall of conjured ice that suddenly sprang up in its path, totally blocking the corridor. Willow & Whitley saw Weiss at the end of the corridor, Myrtenaster in hand.

"I didn't forget you" she said.

Within seconds, the ice wall began to crack, as the Hound started bashing its way through.

"Go" Weiss said to them.

Willow and Whitley hurried past her, the former laying a concerned hand on her daughter's shoulder as she went, and then Weiss stared at the ice wall as she prepared to cast Revenant Summon…

-x-

Down in the courtyard, Ruby and her Scyther were making relatively short work of the Heartless, and Blake & her Liepard had killed the standard Centinels, but the Cenitaur was proving to be considerably more difficult, the Alpha Grimm's strength, durability, & intelligence allowing it to not only fend the duo off, but put them on the defensive. Knocking Liepard away, the Cenitaur then knocked Blake off her feet when she blocked its blow, then tried to stab its massive forearm claws down at her. She used her Semblance with some Ice Dust to form an Ice Clone as she rolled away, the Cenitaur's claws embedding into the ice construct and getting stuck, but before she could get distance the intelligent Grimm bashed her with the mass of ice, the ice shattering as the hammer-blow slammed Blake into the power shed outer wall, her Aura flaring.

As Blake slid to the ground, dazed and hurt, her Liepard leapt at the approaching Cenitaur, battering it with Night Slashes before being swatted away. However, this bought enough time for Ruby to come in from behind and take the Alpha Grimm's head off with her scythe, the monster collapsing to the ground and disintegrating into black particles. The two girls smiled at each other as Ruby helped Blake to her feet, but then both girls startled as they heard a distant scream from inside the manor.

-x-

Hearing the scream, the Hound stopped trying to bust through the ice wall, turning and heading for Weiss's bedroom.

"It's coming!" Weiss shouted into her Scroll.

Inside the bedroom, Penny was finally overtaken by Watts's hack, her eyes bright red and her face utterly devoid of emotion as she shoved Klein out of the way and left the room. As Whitley & Willow reached the entrance hall on the top level, the hacked gynoid strolled past them, heading for the stairs.

"What are you doing?" Whitley asked, shocked.

Penny turned her head to an unnatural degree to look back at them, her eyes blank and red. "I must open the Atlas Academy vault, and then self-terminate."

As she reached the landing between sets of stairs, the Hound leapt down from above, swinging its huge paws down at her. Penny brought her hands up, mechanical strength letting her catch the blows, but then the shapeshifting Grimm sprouted a third arm from its upper back that reached up & over and grabbed Penny's head. Her eyes briefly flickered green before she was then lifted up…

"tAKe" WHAM! "tHe" WHAM! "gIrl!" WHAM!

After bashing her into the floor over and over until she went limp, the beast lifted the unconscious Penny up by the head as the Huntresses gathered on the ground floor, holding a claw to her throat to keep them back. Pyrrha brought her rifle up, trying to see if she could get a clear headshot around the hostage, but then behind her Ruby snarled.

"That's. Enough."

Ruby's eyes emitted a blinding flash of silver light that slammed into the Hound like a physical force, blasting the beast through the window behind it. Penny fell, starting to tumble down the stairs until Pyrrha caught her with her Semblance, bringing her the rest of the way down carefully. As the girls began to check their injured comrade, however, they were startled by the crunch of glass as one of the Hound's long, thin arms grabbed onto the edge of the broken window, followed by the other. The weakened beast pulled itself up off the ledge and back into the room… and everyone stared in disbelieving horror.

"tAke… thE gIrL…"

The Hound's monstrous head was gone, revealing not an empty stump, but the living head of a man. Canid ears sprouted from atop his brown-haired head, and almost his entire face was a hideous mess of scar tissue, the skin appearing to have stretched and even melted at points, sickly white scar-like boils taking up much of the right side. His chin and right cheek had exposed muscle and bone, and black Grimm-ooze trickled from his remaining left human ear and left eye. His left silver eye.

"TakE tHe… GiRl…" he rasped weakly, his lone eye briefly flickering with weak silver light as the Grimm body straightened up.

The mutant staggered down the steps toward the girls, who backed away in horror. He/It kept repeating Salem's order, volume increasing and voice steadily deepening and distorting as the Grimm-head regenerated. Soon, the Huntresses were cornered, the Hound preparing to strike…

"tAKe! ThE! GIRL!-!"

The Hound pounced… and was abruptly crushed by several tons of stone and metal as the massive knight statue it had been stalking past collapsed on top of it, pushed over by Willow & Whitley on the upper floor. As the dust slowly settled, there was an eerie stillness, the Hound's still-outstretched hand & forearm the only visible part, sticking out from beneath the rubble. Soon, black particles began to leak out from under the ruined statue, as the Grimm body disintegrated. Ruby fell to her knees, overwhelmed.

"What… What the hell was that?" Weiss breathed out.

Ruby's voice came in a weak, disbelieving whimper. "I-It was… a person…"

The Grimm essence broke down and drifted away from the exposed limb, leaving darkened, mutated bone behind.

-CHAPTER END-