I do not own RWBY or AdventureQuest Worlds.

The people near the bay in Vale City was quickly evacuated after the recent quakes, and no boats were allowed to sail until after they were sure that all the aftershocks were gone. Only a few were left in the ocean, those called on by Vale and Atlas to apparently keep a lookout if Johnny would resurface. Ozpin was quite sure that Johnny was resourceful enough to find a way back from the underground, if he was right about where the adventurer had ended up.

They owed it to him, after saving his students from danger. Besides, he would need to also be alert if something else exited the depths with him. His old kingdom was one very distant from the modern times in terms of culture and…acceptance of magic. The headmaster sighed internally. With Johnny, anything could happen. Their strange ally was proving to be as much magnet for trouble as Teams STRQ and RWBY.

He looked around. Qrow and Glynda had their faces set in grim determination. No doubt they were feeling something in the back of their heads; their sharpened veteran instincts were screaming at them that there was something that was going to happen. Torchwick and Neo, however…

They were staring warily at the seal at the back of their hands, glowing an ominous purple. The headmaster couldn't help but wonder about that contract. The way the two described it seemed like it was nothing, but he could feel them worry about it. Clearly, something about it made them uneasy.

He thought back to Johhny. The capability of both undeniably good magic, but, in his own words, steeped in darkness deeper than Salem. Willing to heal and soothe Amber's pain, and yet lashed Torchwick and Neo with a binding seal.

He proclaimed himself an ally of good. But was his and Johnny's 'good' the same thing? Would Johnny also be willing to do what was necessary for the greater good?

Ozpin wasn't able to finish his train of thought. Their boat rocked sharply to one side, like it was hit by something large. He heard the captain bark orders to some of the men on the ship, who quickly scurried off with their tasks. "What happened?" He asked.

"Quakes again. Waters are not on our side." The captain clicked his tongue, running a hand through his bearded chin. "I'm confident we could take a beating, but…This silence, it's ominous."

Ozpin had to agree. Behind him, his other companions tensed. Like a quiet before the storm. Brothers above knows that they all had a rough couple of weeks before this.

"Captain!" A man ran through the door, panting slightly. "L-look!" He pointed port-side. The tall captain nodded and walked to the other end of the room, looking out the window. He clenched his teeth. "What on Dust…"

The waters as they saw on the window were churning, like it was being pulled down by a force. Seawater was swirling and spraying as currents collided with each other, until they all settled and coalesced into what was really happening.

It was a whirlpool. One that was growing. And it didn't show any signs of stopping at all until it probably reached their ship.

Qrow swore. Glynda's eyes narrowed. Ozpin could barely hear the captain in the background bark out orders for his men. The two criminals with them looked almost ready to bolt, except they were out in the middle of the sea.

The headmaster was the one that directed them to this specific coordinate on the sea, where he knew the old entrance to Darkvalley Depths would be. So what could cause this whirlpool now threatening to swallow them all?

]|[

The Fujin did its best to shield Ella from the tons of rocks and seawater now pouring from above her. The serpent achieved its goal; for now Ella was focused on her own survival than killing the snake. The fists of the armor of the wind smashed apart any that threatened to crush the huntress.

She raised Murakumo, letting the wind swirl around the claymore rapidly. Raising the greatsword above her head, she slammed it down, splitting apart the torrent of water rushing from the hole the serpent made.

"Aaarrrrghhhh!" Ella screamed in effort. The weight of the rocks and seawater was almost overwhelming, but she had no choice but to continue helping the snake dig its way out if it meant she was to remain alive.

No choice then. Pulling her weapon back, she let the winds swirl around the weapon again, this time forming a drill-like shape. She jumped from the head of the serpent, and used the falling rocks as platforms to jump to the end of the hole above. If the serpent wanted an escape route, she'd give it one!

She let Murakumo dig deep into the stone, drilling through the rocks. Being at the center of the winds, she reflected most of the debris from touching her. The huntress widened the radius of how the winds was suffusing her blade to let it dig through the rocks much faster. The cracks widened, and she felt her weapon jackhammer its way up further and further.

Her Fujin helped as well, punching into the stone ceiling with its fists in a furious barrage of punches. Its fists cracked the stone, and Murakumo widened and dug through the created cracks.

Just a little bit more, and they might be able to escape their situation…

]|[

The serpent had gotten its head wedged up the hole it had made truly well. Now it was jiggling its massive body side to side trying to fit the rest of itself in, which meant…

"Aaargh!" Johnny, yet again, lost his footing on the scales of the snake. He'd fly, but the amount of debris raining from above and the threatening amount of water that was pouring in from the ceiling meant that if he was unlucky, he'd be buried along with the necropolis. Johnny took his chance at running up the snake, trying to follow Victorika. Just in the nick of time, he stabbed the katana to the flesh of the snake and steadied himself.

Victorika herself was having no such trouble. She was a ghost (?). She could appear and reappear when it suited her, and she was steadily making her way up the serpent by teleporting in intervals. Johnny so dearly wished he could teleport like that right this moment. Shaking his head, he clambered up the scales, using his weapon as a tool to anchor himself to the unsteady surface.

That wasn't the extent of his misfortunes. Grimm had started to spawn along the body of the snake. Most got dragged back into the watery abyss that was the necropolis by the falling rocks, but those that made it near him attacked him on sight.

"Leave me alone!" Johnny yelled while casting Freezing Flame with his free hand, incinerating the flying Griffons and Manticores around him. Those that froze over quickly fell away or were shattered by other falling rocks. Feeling his connection with the timestream, multiple other Caricatures of Johnny appeared above, pulling the adventurer up the snake, while his other selves tore the other Grimm apart.

"Darn it! The serpent can also make Grimm that means Salem!" Johnny reasoned while making his way up. "But this thing seems more corporeal than the Grimm, so she could corrupt other creatures to make more of these things?!" The serpent was certainly more durable than normal. I bet my arm she's the one who gave the snake the ability to make undead.

But why not simply a Grimm? Why not create it with her powers on her own? Why go to the extent of corrupting a creature with her powers? And more importantly, how many other creatures like this had she made?

Blasting apart the Grimm that had welcomed him when he stepped into a flatter surface on the snake's body with Thunderclap, Johnny continued to ponder the reasons why. He sliced through the Grimm easily, a Bladefury slicing through whatever the serpent made; Creeps, Beowolves, strange horned sneevil like creatures, and even centipedes and lizards. He seriously envied the ability of both Ella and Victorika had to one-shot these creatures. One blast, and they all seemed to fade away back into black smoke.

"Explosion!" The adventurer casted while thinking on the abilities of his companions. He could do it as easily, if he just cast a spell powerful enough to blast them apart in a single casting. It was almost the same end, but not the same potency, like how Blinding Light was effective for the undead.

A roar shook him out of pondering, and a massive fist heading towards him was barely blocked by his katana. "What the-?!" Johnny looked up. A mass of smoke was flaring, where the fist had come from. A huge mish-mash of Grimm bodies making up its body, limbs twisted on itself making up the arms, and huge legs that looked like tree stumps. The head, a horned skull-like face, snarled in a hateful way, looking at him directly.

This one looks like a step above the others. He thought to himself. He'd ask Ozpin more about what he knew about the strange power if they got out of here.

]|[

Victorika was simply avoiding everything else the serpent had thrown at her, letting the falling debris deal with them as she teleported around the horde. She sliced some that had spawned directly at her face, but unlike Johnny, the gravetender's dash to the serpent's head was much easier.

Well, until now that is, as she avoided a spear seeking her throat. "No escape, traitor!" Gustina hissed. The once beautiful General was now an angry mass of shadows. Her once long beautiful hair was frayed with black smoke. She was covered in burns from both Johnny's and Victorika's attacks. Her torso was torn apart with burns charring the sides; a memory of the Lightcaster's power. Worse was the damage dealt to her by Victorika's power. Torn shadows now occupied her more than her original remains, and her beautifully crafted cloth armor was burned at the edges. She was a walking shadowy construct; less undead and more black energy controlled by the undying general's sheer determination and hate.

It showed. Each of her strikes were now punctuated with blasts of shadows. Victorika parried as best she can with her twin swords, and each time, the shadows licked at the blade and her arms, and it burned her ghostly form. The gravetender hissed in pain, but concentrated on defending herself. The shadows surrounded Gustina like a twisted form of Aura, enveloping and snaking around her body. When the gravetender countered one stab of the spear, a tendril of shadow grabbed her sword and pulled her dangerously close to the enraged general.

"Her majesty was right to mistrust your kind, traitor." Gustina gripped Victorika's cheeks as the shadows coiled around the gravetender's limbs like burning chains. "Those of your kind cursed by the gods with those disgusting eyes of yours." Gustina grimaced in great pain. "I can't believe I've ever considered you a friend." She whispered. Victorika hesitated, looking at her once comrade. She looked at her, as if searching for something in her face, but soon, Victorika closed her eyes and resolved herself.

Blinking out of existence, Victorika disappeared from the grasp of shadows, and reappeared directly above, swords held in a cross. Gustina demonstrated her legendary reflexes, by simply plucking her out of the air with a quick snap of her wrist; the spear dismantling her guard and slamming Victorika back down to the ground with a bonecrushing strike to her shoulder.

Ignoring the pain, eyes blazing silvery-white, Victorika sped up, blinking erratically around the General. She poked and prodded, hitting various vital areas, but Gustina was proving to be slippery enough even as she stood still. A parry was waiting for her every strike. The lucky ones that got through to the formidable defense of the General were quickly regenerated by shadows seemingly knitting the torn flesh back together.

Time for her eyes then. Teleporting behind Gustina, Victorika unleashed her powers. The effect was instantaneous; the spear raised for a strike was blasted back, and Gustina's body scattered into black smoke. But the General's surprise went just as fast. From the serpent's body arose more of the shadows, reconstituting itself back into the form of the torn apart body of Gustina. She retaliated against Victorika by a savage stab that would've skewered the ghost if she hadn't teleported away in time. She still felt the burn of the explosion of a shadowy plume that arose from where the spear struck, but she was relatively unharmed for the most part.

"Your wretched powers won't work against me." The General hissed, the shadows around her cloaking her body. "Light begets shadow. The brighter the light, the deeper the shadows cast." As if to prove her words, great serpentine tendrils of the shadow launched at the gravetender, bouncing erratically, each seeking to bind Victorika. "Even fallen, our people support me!" Gustina shouted, letting the shadows dance upon her spear, and she slammed it to the ground, letting it explode around her, and Victorika rolled in the air to absorb the blast. She landed gracefully across her old comrade, eyeing her warily.

Our people support me? What does that even mean?! Victorika thought as she met Gustina in another clash. This time she went on the offensive. She used her powers more liberally, especially when Gustina commanded the shadows to bind or consume her, instantly destroying them, and Gustina's body, temporarily. Yet again, Gustina regenerated as if nothing happened, albeit appearing a bit singed by her powers. Victorika noticed more of the shadows emanating from the snake absorb back to Gustina's body. Victorika narrowed her eyes.

Is that what she meant? She's using the snake to heal herself? The gravetender clicked her tongue. As long as this thing is around, I won't even be able to scratch Gustina! She eyed the head of the snake, who was still busy wedging itself to the hole in the ceiling, ignoring the seawater pouring around it. So the snake has to go first. Luckily for me… She dodged the spear strikes from the General, and rather than counterattack, simply ignored her and ran past her. I'm the fastest in the kingdom. She smirked to herself. Even Gustina's legendary reflexes were nothing to her raw speed. She felt the shadows just barely miss her back as she ran towards the head of the snake. She'll just have to deal with her old comrade later.

"So in the end, all you can do is run away?!" Gustina howled hatefully from behind her. She ignored it, and ran to the head of the snake.

]|[

Gustina was no fool. Victorika was fast, and if she willed it, nothing would be able to catch her. The fastest in the kingdom, and the royal scout. She's sure that she would be able to catch her eventually, but why make that effort? Raising her hand, she felt her connection to the shadows—no, her people, deepen. She called, and they answered the call. From the depths of the waters now around them crawled the undead that marched to the pyramid. They formed ranks behind her, and Gustina marched, leading them from the front.

Not even Victorika could escape an entire army cornering her. Maybe one of the people of her old kingdom would be the one to strike down the traitor. A fitting end.

]|[

As soon as Johnny dealt with the elite Grimm Golem, the adventurer found out that the serpent had conjured more, because of course it can do that. Two at once assailed him, and he flipped back, avoiding the two fists sweeping the scales of the snake. He Exploded both, and sent out a Blinding Light to keep the others at bay. More came. Johnny clicked his tongue.

"Time to stop playing around. An Exalted Crown beyond all others!" Johnny yelled, spreading black feathered wings from his back, feeling the Empowerment of the Undead Legion. Running directly towards his towering foes, Johnny let everything burn around him with Combustion Blaze. Now made stronger with the power of the Undead Legion, the spell actively ate the shadows around him, and the Grimm Golems were dying faster than they could spawn back from the flesh of the snake.

Burning an entire path, Johnny ran ahead after his allies, covered by blazing flames that ate at the scales of the serpent. The snake felt it for sure, as it writhed in pain with every explosion of fire. Very slowly, the scales melted beneath Johnny's feet. Johnny kept his balance as best he could, and used his Caricatures to keep himself from falling, letting them catch him whenever he was thrown off the snake, or simply flying him back to safety.

Darned snake. Johnny cursed in his mind. He supposed he couldn't blame it. If I could try to burn it alive while getting to that hole to keep it from drowning us all, then that's all well and good. I doubt I'd kill it that easily though.

"Hey other me." One of his Caricature copies pointed behind him. "Your undead problem isn't over yet."

He looked to where his other self was pointing at. The undead were back, now chasing them through the body of the serpent. They were dragging themselves from the now small underground lake forming underneath them. They were still made from the shadows of the snake, and now that they were on their creator themselves, they seemed to be even more 'full' than before, almost like Gustina, but without the same spark of life. They held on to dear life as the serpent moved to dig itself out of this place, and some of them were even thrown off. Even then, they still tried to swim back to the serpent, even if it seemed that they had no hope of doing so. There were still many of them, because even if the falling rocks or the water had crushed some of them, it was still a massive size due to being an entire kingdom's worth of undead.

"Well…" Johnny looked at the horde now slowly making their way up. "Meh, it doesn't seem to be any problem for now. It looks like they're too slow to even make it up here. The big problem is if they somehow found themselves to the surface, but it looks like the serpent is doing the job of throwing them off."

His other self snorted, not convinced. "The heck do you think that snake's been doing that entire time? If you don't deal with them now, the snake will bring them up to the surface with you guys."

"If we kill the snake now it'd mean that the Grimm and undead on this beast would fall with it back to the cave."

"You sure you can kill the serpent that fast?" The Caricature of his countered back. "It's already halfway up through that hole. And you're the only one in your crew that can deal with an entire army of undead. Ella and Victorika would be covered in craniums for days if this went on." Johnny grumbled. His other self had a point. To be safer for everyone, he'd need to deal with that army right now, meaning his companions would have to fend for themselves.

Hmmm… But there is another way. He replaced his katana back to his inventory and took out his other trusty weapon. A small baton with silvery handles. Johnny activated the lightsaber, and the soft blue light of The Sword of Eternal Light lit up their surroundings. "We'll do this like how we did that lizard. You guys keep the undead and the Grimm around off my back and held back here. I'll cut this snake in half." His Caricatures nodded, satisfied with their new plan. They leapt back to stand ready before the massing undead, ready for a long fight ahead of them.

Johnny tested the weapon against the flesh of the snake. Sure enough, the burning light of the lightsaber easily melted through the shadowy scales. The adventurer raised it across his shoulder and brought it down. "Jigen Kogeki!" He hissed out, feeling his mastery of shadows and the blade as trained by Dage, and cut through the space of the snake's flesh, warping reality around it.

]|[

Victorika reached the top of the head of the serpent. Teleporting around to avoid being crushed by the rocks and the snake headbutting itself through the slowly widening hole in the ceiling, the gravetender settled herself between the eyes of the snake. She noticed a hole that's dug in between its eyes. Must be Ella's doing. The gravetender thought to herself. But she hasn't used her gift. She noted, seeing that the wound was slowly reknitting itself back with shadows. She had to finish the job her descendant had left off.

Eyes blazing silvery white, Victorika tore at the head of the snake, blasting the still raw flesh apart with her powers to prevent it from healing. Her twin swords were much thinner and less heavy than Ella's claymore, not to mention Ella's monstrous power over the wind, so her damage was much smaller. So Ella made up instead with her powers and speed. She stabbed at the flesh again and again, and used her powers to dissolve most of the shadow-ridden flesh so she could get to the brain of the snake.

The serpent certainly felt the damage of the divine light of the God of Light. It let out a cry, head reeling back. Crazed and in great pain, it resumed its efforts to dig its way out harder than ever, frenziedly ramming its head to the hole in the ceiling, and forced its snout all the way in. It writhed around, trying to fit the rest of its body through the hole.

Unfazed by the rocking, Victorika continued her assault. Luckily enough she was at the perfect position. The edge of the snake's eyes and the angle of its snout created just a small of a space that she was spared from being crushed into a wall. But then again, I'm already a ghost. She thought idly to herself while continuing to hack away at the serpent. I don't wanna chance what happens if I get crushed into a wall though.

]|[

As the snake got deeper and deeper into the hole, Ella had the horrible position of being crushed between its maw and the wall above her. Putting her back into it, she poured all her strength into her semblance as much as she could and at last, the wall of stone cracked.

The serpent, smelling the sea beyond, hissed in its perceived freedom. It inched slowly towards Ella's position.

"Just a little more…!" Ella said through clenched teeth. Jamming the Murakumo deep into the crack she had created, she used her control over the winds to explode it around the rocks. The stone gave in, and it fell through.

Directly on top of Ella, with tons of seawater behind it rushing downwards.

"Oh shiiiiiiit!" The huntress screamed in panic, letting herself fall towards to the snake. The serpent snapped its jaws, threatening to swallow her whole, but Ella controlled her fall. She righted herself in the air, facing the rushing water above, and landed on the edge of the snake's nose. Her Fujin hunched over the huntress' body, the compressed armor of wind covering her, and Ella held a hand on the edge of the snake's nose, and pointed Murakumo in front of her. The winds around her picked up, and the claymore's edge expanded, turning the weapon into a massive greatsword.

The waves crashed, and Ella stabbed into the heart of the sea with Murakumo.

Murakumo, the sword that gathers clouds, the grass-cutter, met the fury of the seas beyond, and around the sword, the sea parted, protecting Ella from the raging waters. It did not lessen the effort of holding back the entire weight of the bay around the city of Vale however. Ella's silver eyes blazed and held on for dear life.

Fortunately, she had an unlikely ally. Sensing its freedom, the serpent surged forward, meeting the sea head on.

The huntress and the Valean Serpent took on the sea, both roaring in their triumph as they burst forth from the surface of the bay.

]|[

It must've been quite a sight.

Ozpin, Qrow, Glynda, Torchwick and Neo's jaws dropped at the scene before them. A massive black serpent, emerging from the depths of the whirlpool, burst forth into daylight. Its scales was glistening from the sun hitting its wet, jet black scales. It roared, and the people around near by the bay, and certainly those with Ozpin on the boat, felt a sliver of fear.

The men on the boat fell on their knees, weakening from fear. But it wasn't all despair.

Atop the snake was a warrior clad in armor that was Mistralian in make, holding aloft a sword that nearly glowed from the rushing winds around it. The warrior roared in triumph over the trial they went through.

Ozpin regained his composure the fastest. "The Valean Serpent?! Now of all times?!" The headmaster hissed through his teeth. The tone of the almost always unflappable man worried his companions.

It must've been fate that he personally went in this incursion. Ozpin never imagined he'd face something else from his past other than Salem. His fist clenched around The Long Memory as he looked at the beast from legend. Time for him to enter battle once more.