RWBY: Destiny of Remnant

by UGX7

In the wake of the fall Team RNJR sets out to bring Cinder Fall to justice while the new Fall Maiden overlooks her master's plan in Haven City. Meanwhile Weiss tries to help a friend, Yang struggles with the loss of her arm, and Blake deals with guilt over the White Fang. Meanwhile someone from Cinder's past returns and Salem's newest pawn rises. Arkos, WhiteRose, SunnyBees, Renora

19. The Battle of Haven Part IV: War

RWBY is owned by Rooster Teeth and created by the late and great Monty Oum.

Read, review, and tell me how I can improve, what you liked and what you didn't. Your feedback is appreciated, thank you! Thanks to all the reviewers, I appreciate all your kind words and thoughts. Seriously, you guys keep me going so share your thoughts.

RWBY: Destiny of Remnant

Chapter 19: The Battle of Haven Part IV: War

It was pure chaos outside the factory; the young Hunters-in-training along with professional Hunters and even a few civilians fought for their lives against Grimm Knights, human guards, Ante's enforcers, the two present Grimm Commanders, the creatures of Grimm, and one scientist in a robotic suit. Laser and Dust fire flew everywhere, joined by shrapnel from the demolished Grimm Knights as the students tore them apart. Even in a city like Haven something like this didn't go unnoticed, so a Haven Police Department patrol car that happened to be driving by naturally saw the frantic battle.

The two men inside of the car watched as Glynda Goodwitch tore the robots apart with her telekinesis and slammed their scattered body parts into Grimm, ripping the beasts apart while a woman with wings on her back flew around, blasting wildly.

"What should we do?" the younger cop asked, hand shaking as he gripped his gun.

"We're calling HQ, tell 'em to send those Atlesian assholes down here to help those guys and find out what's happening." His elder partner said as he grabbed the radio.

"Won't that start a riot?" the younger one pointed out, "I mean those protesters have been on their back pretty hard..."

"Then I'll tell the chief to get out the riot control gear, right now something tells me we should probably get help. It'll take a while but they'll come." The older cop stated.

"Sh-should we go out and help them?" the rookie asked.

"Hell no! Once we've called the chief and the commissioner we'll just sit back and watch the show." The older cop stated nonchalantly as he made his call.

---

Sun slammed his staff into a Griffon's forehead and fired off a shot, blowing the head apart. He then jumped up as he took his staff apart and turned Ruyi and Jingu Bang into their nunchaku forms as he began to swing them around, firing off Dust rounds into the Grimm and the robots that were attacking him and his team.

"Come get some!" he yelled as he created some clones with his Via Sun Semblance and sent them into the enemies around him. They smashed into the hostiles, killing them via exploding kamikaze style. One of the Grimm Knights got past them and almost grabbed Sun but the Faunus slammed Jingu Bang into the Knight's head and blasted it off.

Sun smirked as he kept up his moves, blasting down Grimm Knights but he had trouble with the Griffons, as they were harder to keep down. One charged into him and bit down on his tail.

"OW!" Sun cried as he combined his two weapons into bo-staff form again and impaled the Grimm's side with it. The Griffon fell as it disintegrated and Sun jumped up and slammed his weapon into the heads of five Grimm Knights who had been standing in a line.

"These are the things that are gonna take over the world? Yeah right!" Sun laughed as he jumped behind another Grimm Knight and grabbed its arm, using its wrist mounted blasts to shoot down Griffons and airborne Knights, making them fall to the ground, the Grimm Knights either breaking apart or getting back up to fight while the Griffons either turned to dust or struggled to get back up.

Sun admired his handiwork but his ears quickly picked up a Grimm Knight trying to sneak attack him so he turned around and used the robot he was holding to blast its torso apart. Sun smirked as he slammed his bo-staff through the Knight's torso and let it fall to the ground.

"Not so tough without the Paladins, are ya?" he said, mentally thanking the gods that they had no equivalent to the war machines that had caused them so much trouble at the battle of Beacon. He sent out some more Via Sun clones which slammed into Grimm Knights, creating explosions from the machines as they burst. Sun smiled as he slammed his staff into another Grimm but his cockiness distracted him from a Griffon which flew down into him from behind.

Sun managed to force his head to look back at the Griffon as it raised its head up and opened its beak, ready to bite Sun's head open before a familiar trident impaled its head. Sun grinned as the Griffon faded away to reveal Neptune standing behind hit.

"You okay?" Neptune asked as Sun got up.

"Outstanding, you?" Sun asked as he blasted down another Grimm Knight.

"I'm pretty good; I just hope we don't have to keep this up much longer!" Neptune said as he swung up his trident to eviscerate a Griffon that flew overhead, its body colliding with a Grimm Knight as it disintegrated.

"Nice one, just keep it up! With any luck we won't have to fight much longer!" Sun said as he used his bo-staff to pole-vault into a squad of charging Grimm Knights. Neptune shook his head and smiled as he transformed his trident into its blaster mode and turned around to blast down a Griffon.

"You want me? Come and get me!" he beckoned to the robots and Grimm as he ran, blasting them all the way. He was knocked down as a Griffon landed right in front of him. It roared at him, its beak wide open but Neptune jabbed his gun into the mouth and blasted, blowing the head off.

"Oh yeah!" he said as he laid on the ground, using his blaster to shoot out the legs of the Grimm Knights, taking them down and finishing them off with shots to the torso or head. He looked over to where Team NDGO were fighting Zhan and Merrick and saw that a Grimm Knight was attempting to sneak up on Octavia so he quickly shot it down. The redhead of Team NDGO heard this and gave Neptune a friendly wave, which he returned with a thumbs up.

Neptune heard the roar of a Griffon and looked up to see one dive bombing right for him. He quickly rolled out of the way so when the Griffon slammed into the ground the force of the crash killed it.

Neptune smiled as he got up, muttering "Ooo, nasty way to go." He quickly turned around and blasted another Griffon and then another. Then a Grimm Knight flew down, landing right in front of him. "Whoa!" Neptune cried as he dodged a punch that would have broken his ribs. He was forced to move quickly to dodge four more punches before he turned his weapon into its guandao form and impaled the robot and forced the blade upward, cutting its chest crudely in half.

"I am really glad these are robots." Neptune whispered to himself, not wanting to imagine how gory the sight of the dead bodies would be if they weren't mechanical as he slammed his guandao behind him to stab another Grimm Knight upwards, the blade's tip exiting through the head. Neptune quickly ripped out his weapon to behead a Griffon that was jumping at him from behind and then turned it back into trident form to pin a fallen Grimm Knight to the ground and finished it off by kicking its head away.

Not too far away Sage slammed him sword sideways to slash a group of Grimm Knights apart, cutting off arms, heads, torsos, and legs and he quickly finished them off by jabbing his sword downwards as they fell. He grunted in pain as a laser blast hit him square in the back, but he forced himself to ignore the pain and turned to see a group of six Grimm Knights charging at him.

"Yeah, like that'll work." Sage muttered. He began to spin around with his sword held out and once the group was close enough he let the sword go. The sword sailed through the air and decapitated all six Grimm Knights, their bodies flailed around as they fell to the ground, now nothing but spare parts. The sword kept flying through the air, cutting down Grimm Knights, guards, and Grimm until it slammed into the wall, impaling a Grimm Knight at it did so.

Sage ran forward to reclaim him weapon, punching and kicking down human guards as he did so, taking out seven or eight before he made it to the wall and ripped his sword out in time to cut a Beowulf in half.

He looked to see Griffons were strafing down, trying to hit his team or Glynda and the others. "Nope, none of that." He muttered as he ran towards a Griffon that was about to take off again after a blast from Flynt's trumpet disorientated it.

It began to fly up only for Sage to jump on its back. "This is completely insane." He muttered as the Grimm took off, struggling to fly with the extra weight. It roared as it spun around, trying to throw him off but Sage held on with his legs wrapped around the beast and one hand firmly grasping its fur.

"Why did I do this?!" he cried as he held his sword up to slash down a Griffon, then he swung it sideways to slice off the wing of another winged Grimm that was flying by, making it spin out of control and crash into the ground.

Sage yelped as the Griffon got right side up again, roaring like it was calling for help. "Just help me take out some of your buddies..." Sage said as he slashed off the limbs of a Griffon that flew by, "and I'll let you go."

"How 'bout no?" said a female voice. Sage turned to see Ziz flying after him, her ax out and ready to fight.

"Okay, what are you? I didn't think there were any bird-type Faunus." Sage pointed out.

"I'm no Faunus kid, I'm a lab freak. Now hold still while I vent my anger." She said menacingly as she slammed her wings down to accelerate. Sage swung his sword out as Ziz slammed her ax down, the two blades clashing hard.

Ziz swung again, trying to slash Sage across the back but he ducked down, forcing the Griffon to fly lower. Sage then jabbed his sword up but Ziz dodged it easily as she rolled around and swung her ax again but Sage easily parried it.

"Okay, time to put an end to this." Ziz said as she activated the ax's gun mode and shot the Grimm, killing it. "Sorry, but one more dead Grimm won't make a difference." She muttered as Sage fell, screaming.

Sage plummeted down to the ground, he didn't know what to do; his friends couldn't catch him, could they? All of a sudden his fall was halted as he landed on the back on a large Griffon. The Grimm roared at him but he quickly rolled off, using his sword to slash the beast open. He fell again but bounced off another Grimm and onto an airborne Grimm Knight. Sage held on for dear life as he swung the Grimm Knight around, forcing it to slam into a Griffon before Sage made a jump for it again with his sword out.

He kept falling, his sword cutting down Griffons or Knights, the constant impacts slowing him down before he finally slammed down his sword on one last Grimm Knight on the ground as he landed. The Grimm Knight fell apart, a large gash going down its body vertically; two halves of one body lay on the ground, sparking a bit.

Sage looked up to see how far he had fallen and said "I am never doing that again."

All of a sudden he heard a shot and a yelp from behind him. He turned to see a guard on the ground and Neptune with his gun out.

"That was pretty awesome, Sage." He complimented.

"You saw that?" Sage asked as he cut off the arm of a Grimm Knight which was finished off by Neptune shooting it.

"Yeah!" Neptune confirmed as he blasted down a flying Grimm Knight that attempted to carpet-bomb them.

"Good, because I am never doing anything as insane as that ever again." Sage said.

Nearby Scarlet parried a strike from a human guard, blocked another and then made his move to take the guard out by kicking him in the knee, forcing him down. Scarlet grinned as he knocked the guard out by slamming the hilt of his cutlass onto the guard's head.

He looked up and saw another two guards running towards him and he blasted them down with his flintlock, the heavy blasts didn't kill them due to the armor they were wearing but it was enough to knock them out.

He looked up to see some Griffons that were dodging blasts from the others. "Can't let my Grimm kill count stay down." Scarlet said as he shot twice at a Griffon, blowing both of its wings off. It crashed to the ground but did not die so he finished it off by stabbing his cutlass into its head. He aimed up again and shot another Griffon in the head, killing it instantly before he shot three times, blasting another one of the winged Grimm right through its body.

"Why is it that I'm only awesome when no one pays attention to me?" he asked, only to get his answer as three guards, all armed with swords, jumped towards him.

"We're paying attention to you, not very impressive." The first guard stared.

"Come on, then! We haven't got all night!" Scarlet said as he made a 'come and get it' gesture. The trio of guards ran at him and Scarlet met all of their swords. He kicked up, managing to hit one in the crotch and then in the gut before he parried a blow from another and then slashed one against the chest, not killing him due to the body armor. He kept blocking their strikes or tried to strike back but all three of them were too much.

He backed up near a street light that illuminated the parking lot where he managed to keep them at bay with a wild and frantic series of parries and strikes. He looked up and saw a Grimm Knight flying by and an idea flew into his head.

"Oh this is gonna be absolutely top." He muttered as he whipped out his flintlock with one hand while he kept the three guards at bay with his other. He fired the grappling hook function to impale the Knight's head and then he used as much strength as he could to yank it down, bringing it right at them.

"Okay lads, nice fight but it's gotten old!" Scarlet mocked as the Grimm Knight smashed into the three guards, knocking all of them down as the Knight crashed into the pole of the street light, bringing it crashing down on top of the three guards and pinning them to the ground.

Scarlet grinned in satisfaction as he spun around and blasted the head of a Grimm Knight off, getting Sun's attention.

"Nice work, Scarlet! You really kicked ass there!" Sun said as he spun his staff around to deflect laser fire from the Grimm Knights.

"Hold on, Sun!" Scarlet said as he used his flintlock to shoot some of the Knights down. This gave Sun the advantage he needed so he broke up Ruyi and Jingu and began swinging them around, firing off Dust rounds to finish off the Knights as Scarlet ran forward and sliced the hands off of one.

"We cool?" Scarlet asked.

"Yeah we're cool, now let's keep goin'! We don't give up until Blake, Yang and the others come out of there with Ruby and Jaune!" Sun ordered as Sage and Neptune rejoined them. "You guys okay?"

"We're fine, but Sage brought some unwanted company!" Neptune exclaimed as Ziz landed a few meters away from them.

"Hello boys, looking for a good time?" she taunted as she stretched, showing off her body.

"My definition of a good time is kicking ass, so yeah, let's go!" Sun said confidently. Team SSSN got ready to fight as Ziz spread out her wings and held up her ax/gun hybrid.

Scarlet grinned as he fired his grappling hook and it wrapped around Ziz's feet. "Okay, this is what I'm gonna do..." he began to say before Ziz slammed her wings down and rocketed up into the sky, taking Scarlet with her.

The three remaining members of Team SSSN laughed as Sun said "What do you think he was gonna do?" in between laughs before he got serious. "Okay Sage, toss me up as hard as you can!"

Sage nodded and grabbed his leader and began to spin around before he tossed him up with all his strength, sending Sun flying into the night sky.

"Yeah!" Sun cheered as he landed on top of a Griffon and jumped off of it only to land on another one and so on, trying to catch up to Ziz and Scarlet.

Up ahead Ziz laughed as she looked down and saw the hopeless look in Scarlet's eyes. Too high to cut himself free and too scared of being dropped to try and climb up. "Like the view, kid? Enjoy it while you can!" she said.

All of a sudden Sun jumped off of a Griffon and landed on Ziz's back, wrapping his legs around her waist.

"The view is of you getting your ass kicked, so I will enjoy it!" Sun said as he began to slam his fist into her back, forcing her down.

Ziz growled angrily as she dived down, spinning around to try and throw Sun off but he held on while Scarlet flailed helplessly behind, screaming and babbling all the way as he used his cutlass to slash down some Knights and Griffons. As they got lower and lower to the ground Scarlet got more confident in his chances to free himself and once they were a mere nine feet off of the ground and sliced the grappling hook in half and landed safely on solid ground while Sun kept holding onto Ziz.

"Oh thank you! Thank you!" Scarlet said in relief as Neptune and Sage caught up to them, leaving a trail of destroyed Grimm Knights in their wake.

"No time for a break man, we gotta help Sun!" Neptune said as they ran after Ziz.

Ziz growled in frustration as she dug her fingernails into Sun's legs and tried her best to pull him off but it was no use, Sun was staying on and had even wrapped his tail around her exposed midriff for extra grip. She really wanted to get rid of him but he was holding on way too tight but then she got an idea.

"Hey kid, want a crash course?" she taunted as she began flying towards a Grimm Knight that was blasting away at Violet and Bianca.

Before Sun could do anything Ziz flew upside down and he was slammed into the robot, losing his hold on Ziz as it happened. He fell to the ground and moaned in pain as Ziz landed on her feet, aiming her ax/gun at him.

"Nice try kid, but you're gonna have to do better than that." She said as she pulled the trigger.

Sun expected to feel the blast but it never came. He opened his eyes to see Sage had blocked it with his sword and was standing ready to fight.

"Bad mistake." Sage said to the Grimm Hybrid and Neptune and Scarlet caught up.

Sun smiled as he got back on his feet and held forth his staff. "Thanks guys, knew I could count on you." He said.

"Not bad for a bunch of dorks, huh?" Neptune asked as he aimed his gun at Ziz.

"Not bad at all." Sun said with a proud smile.

Ziz smirked and pointed out "Four on one? That's not very fair."

"I know, that's just the way we like it!" Sun shouted.

Ziz grinned as she jumped towards them and Team SSSN stood their ground, ready to fight back.

---

Taiyang ducked down to avoid getting his neck slit open by the Grimm Commander's blade as Steppenwolffe swung the thin blade towards him.

"Dodge and avoid, yes, isn't that always the way of you humans?" Steppenwolffe growled as he slammed down his blade only for Taiyang to block it with his gauntlet.

"Let's not bring race into this." He said as he jumped up and used his gauntlets' flamethrowers to try and blast the wolf Faunus. He tried this seven times only for Steppenwolffe to block him with well timed thrusts and jabs before he slammed his elbow into Taiyang's neck.

Taiyang cried out in pain as he jumped up and slammed his foot into Steppenwolffe's face, the Grimm Commander growled as he ducked away from more of Taiyang's blasts before he slammed the hilt of his sword into Tiayang's flame generator, creating a backlash that threw them both back.

Steppenwolffe was the first to recover as five of his Beowolves surrounded him. "Kill him!" he ordered, the canine Grimm obeyed and charged at the downed Huntsman. Taiyang used the one flamethrower that was still operational and incinerated two of the five beasts but the remaining three were too fast and managed to avoid getting roasted. One jumped up towards him and he slammed his gauntlet's claws into its head then smashed the other gauntlet into it, killing it.

He threw down the Grimm as it turned into dust only for two of the Beowolves to smash into him, pinning him down.

Taiyang activated his let gauntlet's flamethrower and engulfed the one on his left leg's in flames then he slammed his free Gauntlet into the Beowulf on the right only for the Grimm Commander to slam his sheathed sword into his chest.

Taiyang looked up as Steppenwolffe began to mercilessly beat him with the cane. "Think you can win, human? Don't delude yourself! Once this is over I will stand victorious!" he ranted as Taiyang kicked him in the gut.

"You bad guys always talk too damn much." Taiyang muttered as Steppenwolffe unsheathed the sword.

"Well, you'll never speak again." The wolf Faunus said as he got ready to finish off Taiyang, only for a small weight to jump into his side and bite down hard on his hip. "AH! What the devil?!" he yelled as he saw Zwei chomping down on him.

"Atta boy, Zwei!" Taiyang praised as he got up and slammed the claws of his gauntlet into another Beowulf.

Zwei yipped as he used the claws on his feet to climb up Steppenwolffe's torso as he struggled to stop the little dog and Zwei bit down on the green shroud around the Commander's head. This was the last straw for Steppenwolffe; he grabbed Zwei and ripped him off as the shroud was torn off, Zwei's jaw tightly holding it.

"Stupid mutt!" Steppenwolffe snarled as he began to tightly squeeze down on Zwei's neck.

Then he was blasted down to the ground by a powerful blast from Taiyang's gauntlet. "Don't touch my dog." The blonde Huntsman hissed as he made sure his family's pet was unhurt. "You okay?"

Zwei answered with a happy bark.

"Good..." Taiyang said as he looked up to see some Beowolves approaching them. "Looks like some of the pack is coming to help their alpha, can you take care of that?"

Zwei barked in response as Taiyang picked him up and launched him towards the charging pack of Grimm and the little dog plowed right through the torso of the leader. Zwei landed behind them and then jumped back onto the back on another one.

"Good dog." Taiyang muttered. He turned around just in time to catch Steppenwolffe's blade as the Grimm Commander tried to slam it down on him. Taiyang noticed the lack of the green shroud and the scars that it had concealed. "What the hell did they do to you?" he asked.

"They made me into a hybrid of Faunus and Grimm, they did this to me so I could take my revenge on you humans!" Steppenwolffe ranted.

"You can't judge an entire race based on the actions of a few people." Taiyang argued as he struggled to keep the blade away from his neck as the wolf Faunus tried to jab it forward.

"I have seen enough of the humans to know what they're like and now I'll show you how painful scars like this can be!" the Grimm Commander yelled as he tried to ram his sword into Taiyang's neck only for Taiyang to get out of the way and slam his heavy fists into his adversary's side.

"Trust me; I got plenty of pain already." Taiyang stated dryly as the two got ready to go at it again.

---

Two of Beacon's teachers faced off against Dr. Sherizawa and he had to admit that despite their physical appearances they were much bigger threats than he thought they'd be. Oobleck and Port stood, panting a bit as the fight temporarily halted. Oobleck was fast and his weapon's flamethrower feature was no laughing matter, plus his intelligence was highly revered in the scientific community so Sherizawa knew he had yet to really fight.

Then there was the fat, old one known as Peter Port; much faster and stronger than one would initially think if he was judged on his physical traits alone plus that blunderbuss of his was quite the weapon.

Secretly he was wondering if he could actually win this fight with the Armor Suit, after it had defeated by the Schnee brat.

"I think this is a waste of time, go and aid your pupils while I go about other business." Sherizawa said.

"Not a chance, if you are in fact Dr. Toma Sherizawa then you are without a doubt behind these robotic soldiers and..." Oobleck began as he used his thermos to set a Grimm Knight on fire, which sent it crashing into another and another, "probably have more efficient ways of controlling them if given the chance to retreat to your labs within your base. Therefore you cannot be allowed to leave."

"Right, can we get on with it? Let's knock this fellow out so I can get back to doing what I do best; slaughtering Grimm!" Port exclaimed as he randomly fired into the air, killing a Griffon with each shot.

"You're just as intelligent as your reputation would lead one to believe Dr. Oobleck. Very well then, let us fight." Sherizawa said as two blades came out of the wrists of his robotic suit.

"Excellent!" Port said as he leapt forward and slammed the ax of his weapon into the two blades as Sherizawa crossed them to parry the blow. He pressed his arms forward and moved quickly, landing a series of quick blows around Port's upper body before the teacher slammed the heavy butt of the blunderbuss into his leg, causing him to stumble over and allow Oobleck to whack him upside the head with the thermos.

Sherizawa jumped away and activated the guns of the suit, then he began to blast away at the two teachers.

"Get behind me!" Port yelled as he slammed his Blunderbuss into the ground and a long metal shield appeared before the two men.

"It has been a while since you've used this feature." Oobleck stated.

"Good a time as any to use it, can you get over to him?" Port asked.

"Affirmative." Oobleck confirmed as he crouched down and then jumped up and used his long weapon to pole-vault over to Sherizawa, kicking him in the face and chest. Oobleck landed down on his feet and quickly followed up his initial attack with several strong jabs to Sherizawa's sides, hampered by the strong armor the scientist was wearing. Oobleck jumped up and slammed his thermos onto Sherizawa's head, blowing him down.

"Surrender yourself." Oobleck demanded.

"Not on your life." Sherizawa refused as he sweep-kicked Oobleck's legs out from under him. He jumped back up and saw that Port was fighting off a duo of Grimm Knights, but had noticed the situation with the two doctors.

"Hang in there, old friend." Port said as he blasted a hole through a Grimm Knight's torso and then slammed the ax blade into the neck of the other one, cutting off its head.

Sherizawa grimaced as he began to blast away at Port, but the older man was surprising fast as he dodged the shots and ran towards him, slamming the butt of his blunderbuss into his gut followed by a thick punch to the head.

Sherizawa tried to fight back but he felt something bar his arms down from behind. He turned his head over to see Oobleck standing right behind him, using his extended thermos to hold him in place.

"Knock him out so we can deal with him later." Oobleck suggested.

"I don't think so!" Sherizawa growled as he quickly pressed a button on his wrist. Port quickly turned around as over three dozen Grimm Knights surrounded them, as if heeding a call. "A built in distress signal, I try to be prepared." The doctor said as he wrestled himself free from Oobleck's hold and threw the green-haired man towards his partner.

"Shall we take them together?" Port inquired as he reloaded his weapon.

"I'd have no other way." Oobleck said as he slammed the kanabo part of his weapon into a Knight's chest and then withdrew it, spinning it around in his arms.

Sherizawa glared at them and then ordered the Knight to "Attack!"

---

Arslan slammed her fireball into a Grimm Knight's chest, setting it ablaze as she used her roped throwing dagger to send it flying into another Grimm Knight while Lao was busy trying to attack Nadir blocked the younger sword fighter blocked a strike meant for him.

"You rely way too much on defense, kid." Lao said as he slammed his foot down on Nadir's, then elbowed the young Huntsman in the gut and tried to stab him but Nadir blocked it with a wild swing.

Arslan could see that Reese and Bolin were holding their own against another enforcer and some Grimm Knights so she decided to aid her other teammate, but fist took care of the guard that was trying to sneak up on her with an elbow jab to the gut, another elbow jab to the neck, and then a spin kick to the head.

Nadir parried some more quick and hard strikes from Lao as he backed up, ducking a swing and the sidestepping a vertical chop only to knocked backwards by a kick to the gut from his enemy. As he stumbled back he tripped on a severed arm of a Grimm Knight and fell to the ground.

Lao held up his sword and swung it down, but missed as Nadir rolled away just in time and kicked upwards, scoring a hit on Lao's chin. Lao staggered back as Nadir managed to land a punch on his ribs, but the professional criminal would not allow that to go unpunished so he grabbed Nadir and shoved him down again and crouched down on top of him.

"Are you even trying, kid?" he asked as he swung his blade down, only for Nadir to block it.

"I'm trying! Trust me!" Nadir cried as he tried to force Lao's blade away from him.

Lao chuckled before a mighty fist smashed into his head, knocking him away. Nadir looked up to see his leader offering him a hand.

"You okay?" she asked as he accepted her help.

"I'm fine, what abou... look out!" he shouted as he transformed his sword into the assault rifle form and blasted away a quartet of Griffons that had landed behind them.

"Good catch, I didn't see or hear 'em." Arslan said as she used her dagger to grab a nearby Grimm Knight a rip its head off and bring it to her, creating a head on a piece of bandage to someone unfamiliar with what was happening.

"What about...?" Nadir began to ask before Arslan shoved him away, getting him away from Lao who had tried to slam his katana down on him. "...him?" Nadir finished as he transformed his weapon back into sword mode.

"Two on one?" I can deal with those odds just fine." Lao said as he threw down one of his explosives and jumped away. Arslan and Nadir ran for it but the blast sent them flying and landing roughly onto the pavement.

"I really hate that guy." Nadir muttered as Arslan got up.

"Not too fond of him myself." She agreed as she saw a shape moving towards them out of the corner of her eye. She quickly created a fireball and sent it at the attacker, Lao once again, but he jumped over it and landed in front of her.

He swung his katana but she pulled herself back to avoid getting gutted as Nadir jumped up and began to attack Lao who easily blocked his four blows before he snaked his way behind Nadir and managed to get a cut on his shoulder, causing Nadir to cry out in pain.

"Nadir!" Arslan called, she went to help him but then a wild barrage of laser fire got her attention. She looked up to see some flying Grimm Knights shooting at her. "I am not in the mood for this crap!" she shouted as she began throwing fireballs at them.

Nadir ducked a swing of the katana and slammed his fist into Lao's stomach. The enforcer grunted in pain as he slammed down the hilt of his sword on Nadir's shoulder, bruising it badly. Nadir moved out of the way as Lao swung his sword down again, only to strike the pavement but Nadir acted quickly and kicked Lao's hand, forcing him to drop the katana. Lao growled as he slammed both of his fists into Nadir's torso three times each before he jumped up and grabbed the pink-haired boy by the shoulders and slammed him to the ground.

"Game over kid!" Lao announced as he took out a gun.

"Not yet!" shouted Arslan as she used a Grimm Knight she had lassoed with her dagger and slammed it into Lao.

"Sorry you have to keep saving my butt over and over." Nadir said as he got up.

"I'm use to it." She teased as she picked up Lao's katana and used it to disembowel a Grimm Knight that tried to jump them from behind. Just then Lao jumped up and slam-kicked them both down as he reclaimed his sword.

"No one touches this blade but me!" he yelled as he kicked Nadir back down as he tried to get up and stomped down on Arslan's chest, holding up the katana. "I'm going to beat you like a dog." He snarled as he got ready to stab her, only for Nadir to shoot him down with his assault rifle.

Arslan smiled at her teammate as she jumped back up. "Let's just call ourselves even on the butt saving." She said as she blasted down a Griffon with a fireball and used her dagger to catch a flying Grimm Knight and slam it into another Griffon, creating an explosion of robotic parts and ashes of the Grimm.

Nadir began to shoot down the enemies in the sky with her before he heard an angered grunt from behind. He turned to see Lao get back up and glare at them.

As Lao got back up and got ready to fight again, his fellow enforcer Tom-Tom was not holding up much better against the other two members of Team ABRN.

He slammed his mallet down on Reese's mover board, throwing her up into the air as he spun around to block a blow from Bolin's bo-staff.

"I feel like I'm being double teamed here!" he whined as he blocked a punch from the warrior, only to get utterly smashed by a kick from the landing Reese.

"Right, only we're both taking you on at the same time!" Reese said as she quickly broke her hoverboard apart and shot down the nearby Grimm Knights.

"Yo robot things, little help here?!" Tom-Tom called as he transformed his mallet into gun mode. Luckily for him the Knights were already making their way to the duo, blasting away at them. Bolin began deflecting Tom-Tom blast by spinning his bo-staff around as quickly as he could while Reese recombined her blasters into hoverboard form to use it as a shield to protect them from the blasts of the Grimm Knights.

Bolin could a see a Griffon landing next to Tom-Tom and roaring at them, he couldn't help but chuckle at the freaked out look the enforcer had on his face, but got worried when he saw the Grimm wasn't attacking the street punk. The Grimm could apparently differentiate between friend and foe. That wasn't good for them. He glanced down and saw the shredded remains of a Grimm Knight Reese had blasted apart earlier was laying right in front of him.

"Crap. Reese, I gotta do something kinda crazy." He said.

"Whatever you're gonna do just do it!" the skater girl cried as she tried to withstand the barrage of laser-fire from the robots. Bolin nodded and used his leg to drag the piece of machinery towards him and then kicked it at Tom-Tom's face. The enforcer took it hard and fell down as Bolin used his staff to launch himself towards the Griffon. He landed on its back and jabbed his staff's blade to stab it and jumped backwards to haul it up, forcing the Griffon to stand on its hind legs.

"Reese, get out of the way!" he called.

Reese saw what he was doing and grinned as she jumped out of the Grimm Knight's line of fire and let them blast the Grimm to pieces, they quickly stopped shooting as Bolin got out of the way, giving Reese the perfect opportunity to blast them down, aided by Bolin slashing a couple apart with the blades of his staff.

"So much for the big bad robots, cannot believe we considered these things a threat." Reese said with a confident smirk.

Before Bolin could answer he ducked down to avoid a hit from Tom-Tom's mallet. He retaliated by slamming his staff into Tom-Tom's side four times before he was slammed down to the ground with a mighty blow to his shoulder. Tom-Tom slammed down the mallet on Bolin's side to keep him down as Reese took her hoverboard apart and tried to shoot him but he smacked them out of her hands.

"I've had it with you brats!" he yelled. Reese snarled as she headbutted him, causing him to stumble back, allowing the skater to kick him in the gut and then flip-kick him down.

"You hurt my teammates you get hurt back!" she yelled as she ran over to her guns and transformed them back into hoverboard move faster. Tom-Tom got up and shot at her, yelling in frustration as he kept missing her. She used her hoverboard to run up and wall and then she launched herself downwards towards him. She smashed into him with a hoverboard to the head, knocking him out cold

"Ooo mama..." he moaned as he fell unconscious.

"Nice job Reese!" Bolin said as he knocked out a guard.

"Thanks." She said as she shot down a Griffon that flew overhead.

"How much longer do you think we can keep this up?" Bolin asked as he slashed open a Griffon's underbelly as it tried to grab him.

"We gotta keep it up for as long as we can. You think those guys can make it out of there?" she asked as she reconnected her guns to hoverboard form then used it to slam off the head of a Grimm Knight, then she finished it off by blasting its torso after she disconnected her weapon again.

"Let's hope so, otherwise Goodwitch and the others won't want to retreat until it's too late and by then we'll be royally screwed." Bolin said as he deflected a hit meant for Reese.

---

Team NDGO, in the mean time, had decided to split up; Dew had joined Professor Goodwitch, the present half of Team FNKI, most of Team CRDL, Bianca, Violet, and Ross in taking on a bulk of the Grimm and the Knights while the rest of her team battled two other enforcers.

Zhan fired his revolver at Octavia and Gwen, both of whom dodged the aura draining bullets as fast as they could. He had been fighting them for a bit now and had assessed their skills in combat and had judged them to be capable fighters and credible threats but ones that he could take care of with some effort. The girls, in the meantime, had judged his fighting style and knew that in order to get a fair fight they'd need to get rid of his firearm.

"Take out that gun!" Octavia said as she began swinging her Dust-charged Kris dagger, sending five red waves of Dust energy at the illusionist. Zhan jumped over the first, sidestepped the next two, ducked the fourth, and leaned over to avoid the fifth.

"You'll have to do better than that, ladies." He said as he fired at them, only for his gun to explode on his and send him down to the ground.

"Ugh! What the hell?!" he cried as his aura began healing his wounded hand. He looked over to his destroyed revolver to see one of Gwen's throwing knives had been lodged into his gun-barrel, so that barrage of Dust waves was but a distraction.

"Clever, but not good enough to deal with me." He said to them as he got up.

"Think you can take us on without your pop-gun? I don't think so!" Gwen shouted as Octavia ran forward and tried to strike Zhan with her large dagger but he avoided it and the next three swings before she managed to throw him into a wall with a slam of an Aura wave.

He tried to get up but was kept from going anywhere as one of Gwen's throwing knives slammed into the left arm sleeve of his suit.

"Did we say you could get up?" Gwen asked as she began throwing more of her knives at him. Zhan was slammed into the wall again as knives pinned him down by his sleeves of his arms and legs as well as the sides of his suit.

"You're lucky I'm good at this, one wrong throw you'd be a target dummy!" the knife thrower said. The girls' confidence vanished with Zhan as he faded away.

"Oh no." Octavia muttered.

"Forgot this guy was supposed to be an illusionist." Gwen muttered, remembering what Ren and the others had told them about the enforcers. Octavia was about to say something when a fist came out of nowhere and slammed into Gwen's neck, knocking her down and then was thrown to the ground by another fist to the chest as Zhan reappeared out of an illusion.

"Like I said, you'll have to do better than that." He said as he took out another weapon, a large balisong knife and swung it at Octavia but she parried it twice before he kicked her in the stomach and onto her back, then he ducked a blade that Gwen had flung at him and quickly responded by jump-kicking her in the gut. He landed on his hands and used his legs to kick both girls again.

Gwen was down for now but Octavia wouldn't give up. She slammed another Dust wave at him but he jumped over it and slammed his fists into her upper-body a total of five times before he took her down with a roundhouse kick.

"You children are in way over your heads." He said as he took out his knife. Octavia struggled to get up, but then he noticed a smirk on her face. He quickly created another illusion of himself as he jumped out of the way and turned to see his fake double getting stabbed in the head by one of Gwen's throwing knives.

It faded away, with Gwen's knife clattering to the ground.

"Drat!" Gwen muttered as Octavia got up, looking tired out. They had been at this for a bit now and Zhan could tell that the redhead was tiring faster than her teammates.

"I do not like fighting young people such as you two, I consider it beneath me. Shall we end this quickly? I promise only to wound you, not kill you." He said.

"Yeah, and Cinder Fall's a holy woman." Octavia snapped sarcastically as she sent another Dust wave at him, but he easily evaded it once more, only to be hit in the upper arm by one of Gwen's throwing knives.

He grunted in pain as he ran towards them and dropped, sliding on the ground as he slid into Gwen and knocked her down, following it up with a hard and fast series of elbow jabs to her gut. He felt something slash him across his back and he rolled around to avoid getting cut again by Octavia as she moved towards him. She slashed at his face, managing to make a small cut on his cheek.

"Well done, I must admit I've been relying on my illusions too much as of late, this is a good chance to get back into the thrill of a proper fight." Zhan said as he jumped up and slashed at Octavia with his balisong, cutting her across the hip, but only making it a small cut.

He grunted again as another one of Gwen's knives grazed his shoulder. He turned around and quickly leaned to the left to avoid getting a fist to the face courtesy of Gwen, who seemed to be clutching her stomach. He stepped back as the two girls regrouped and got ready to face him again.

"Hmm, if anything the way this fight goes should be interesting." Zhan said as the two girls charged him.

Nearby, the leader of Team NDGO faced off against the marksman of the enforcers, his gun-barrel had once again been replaced by a machete which he slammed down on her sword. Nebula jabbed at his arm but he sidestepped it and then ducked her swing, giving him the chance to kick her shin. He smirked and charged her as she got up but she saw him and managed to catch both his hands before his blade could reach her. She flung herself backwards, taking him with her and slamming him down on his back.

Nebula quickly got up and stabbed down on him but he got out of the way and met her next strike with a parry.

"Not bad, girlie. Nothin' personal about any of this, just business." Merrick said as he got behind her and slammed his foot into the small of her back.

Nebula back-flipped to get away from him as she transformed her sword into its crossbow form and opened fire on him, making him flee for cover. He grabbed a Grimm Knight and used it as a shield until Nebula was forced to reload. He ran forward with the ruined Knight and smashed it into her, knocking her crossbow out of her hands. He threw down the destroyed robot as she fell down. He aimed his machete for her but she rolled out of the way, reclaimed her weapon and turned it back into a sword just in time to duck a slash from Merrick.

She blocked his next strike, dodged the next one and managed to punch him in the face. He groaned in annoyance as he tried to plunge his blade into her but she sidestepped it and tried to punch him again but missed. He charged at her, jumped up and slammed his sword down but she got out of his way and kicked him in the chest.

Their blades clashed together again, creating a small, almost unnoticeable shower of sparks. Nebula backed up a bit as she tightened her grip on her sword, she made her move and charged Merrick. He dodged her first swing, then grabbed her arms and twisted them behind her back, making her cry out in pain. He kicked her in the back again and sent her to the ground, but she turned her weapon back into a crossbow and fired twice at him.

Merrick managed to knock the first arrow away but the second one got him in the shoulder. He cried out in pain as he ripped it out of his shoulder, blood and glowing aura marking the wound. "Okay girl, now you're just pissing me off." He hissed.

They resumed dueling, their swords clashing a dozen times before Nebula skull-bashed him, grabbed his right arm, went under his armpit, and then flipped over him, tossing him down.

He screamed out in anger as he got up and slammed his sword into Nebula's so hard her own blade was knocked out of her hand. He held up his gun-blade and got ready to plunge it into her but she got out of the way and he stabbed it into the ground.

Merrick struggled to rip his weapon out of the pavement but as he tried to do so Nebula made her move and slammed her limbs into him seven times before he struck back and wrapped his hands around her neck.

"I may not be the best hand-to-hand fighter, but getting my ass kicked by a teenage girl is just bloody insulting!" he snarled as he strangled her. Nebula tried to hit him off of her but he was stronger than she was physically. She glanced over and saw her sword was within reach so she quickly grabbed it and stabbed Merrick in the shoulder, forcing him to let go of her which allowed Nebula to kick him off.

Nebula got up as Merrick pressed down on his renewed wound.

"Okay, I tried playing nice." He muttered as he transformed his weapon back into its sniper rifle form.

"Just try and hit me." Nebula dared as she began running, him shooting after her wildly and accidentally hitting Grimm Knights and guards, including one that tried to attack Brawnz Ni.

---

Team BRNZ fought off Grimm Knights and their leader smirked as one of the Knights was randomly killed by a stray bullet. He mentally thanked whoever fired that shot as he clawed a Beowulf apart then plunged his claw-gauntlet into the lower torso of a Grimm Knight, punched it in three more times before he pulled out and slammed the thing to the ground, finishing it off with a stomp to the head.

"This was a bad idea!" yelled Nolan as he slammed his thin electric prod into a Grimm Knight's torso, just barely avoiding getting his head stabbed open by the blade on its arm.

"I know, but we gotta keep these guys busy!" Brawnz said as he slammed his claws into another Knight, dodging a shot from Douglas' gun.

"Oh man, no doubt about it guys, we're the underdogs." Nolan said as he jabbed his prod into the mouth of a Beowulf and threw it towards Roy who sliced its head off with his saws.

"I hate being the underdog! Underdogs suck! It never turns out for 'em like the movies say it will!" Roy whined as he used his saws to cut the arms of a Grimm Knight off and then kicked towards May who finished it off with a killing shot.

May nodded as she noticed how far they were from Goodwitch's main group and how badly they had been separated and saw that Little Steve and Douglas were approaching them.

"Oh crap! The big guy with the huge gun is coming at us and he doesn't look friendly!" May cried as Little Steve finished reloading his giant minigun. She tried to fire at him but the Grimm Knights seemed to be aware of her intentions as they took her shots.

"Run for it!" Brawnz ordered as team BRNZ ran for it, dodging the gun shots from Little Steve and Douglas. They kept running; taking down some Grimm and Knights as they retreated with May occasionally taking a shot to keep them off their tails, but the gunfire kept coming.

"I don't like working for these people, but damn if this isn't one hell of a fight!" Douglas said as he dodged one of May's shots.

"Agreed." Little Steve said as his barrage of Dust bullets shot a car apart. "Let us go after them, we cannot let them recover." Douglas nodded to his larger partner as they and some Grimm Knights followed the team from Shade, which was currently taking cover behind a row of three cars.

"Okay, why did you say yes to joining this little crusade again? This was a horrible idea!" Roy shouted as he slammed his saws into an injured Grimm Knight that was crawling on the ground.

"To make a difference, anyway they've stopped shooting at us, so be thankful for that." Brawnz said. May was not convinced and looked under the car to see the legs of their enemies approaching.

"Yeah, but not for long." She said as she looked up to the car window and she got an idea. "Can any of you drive yet?"

Roy and Nolan both looked to Brawnz who looked nervous. "I... don't exactly have a license yet..."

"Who cares?! They can give you a ticket later; right now I think we'll have a better chance inside one of these cars." May said.

"Okay, you got any idea on how we're gonna start the car?" Branwz asked the sole female member of his team. May smirked and pulled out a pocket knife.

"Always come prepared." She quipped as Little Steve, Douglas, and the Grimm Knights opened fire on the first car in the row.

"That's our girl, now get moving before they get to us!" said Nolan as he used his prod to break open the window of the front seat. May climbed in and jabbed her small knife into the keyhole of the car and started it up, opening the door as she did so.

"Okay, they're getting closer, May, so I want you to start shooting. Roy, Nolan, you two get in the back seat and get ready to do some damage!" Brawnz said as he unlocked the car, allowing the other two to get in.

"Get moving!" May cried as she smashed the side window open and shot at their enemies, her blast zipping through the windows of two more cars and out at the two enforcers who quickly dodged her blast.

"Damn! Helluva shot." Muttered Douglas as the car they were in sped out of its parking place and swerved around.

"Hang on, I don't know if this plan will work or not." Branwz muttered as he forced the car towards the enforcers and the robotic soldiers.

"Blast 'em!" Douglas ordered, Little Steve and the Grimm Knights obeyed, shooting away at the car.

"Duck!" May cried. All four members of the team ducked down as the blasts ripped through the windshield. Brawnz hoped he knew what he was doing as he controlled the car towards where the shots were coming from and managed to plow into a few Grimm Knights, running them over and crushing them with the car.

"This is absolutely insane!" shouted Roy as he opened the door he was next to and used his saws to slice a Grimm Knight off its feet.

"A hundred percent agreed." Nolan said as he slammed his prod into a Grimm Knight's head.

Just then the car bounced violently as it spun to a halt.

"What happened?" asked Roy.

"I think they shot out one of the rear tires." Branwz said as he got back up with May, only for a Grimm Knight to grab his neck and try to pull him out.

"Brawnz!" cried May in surprise as she held out her rifle and fired, blowing the Knight's head clean off.

"Whoa, that was awesome." Roy muttered.

"Thanks, you okay boss?" May asked as Brawnz recovered from the attack.

"I think so, man that was crazy. I owe you one." He muttered as he took control of the car again.

"Wait, can we drive without one tire?" Roy questioned.

"Of course, it'll just be a whole lot bumpier." Brawnz said as he floored it and the car sped towards Little Steve, Douglas, and the Knights, ramming down Grimm Knights and Beowolves as they went.

"Shoot 'em!" Douglas commanded as a Grimm Knight next to him fell to the ground after a nasty headshot from May. Little Steve nodded and let out a scream as he began shooting at the car, blowing out both the front of the car and the front tires.

"Oh man! Get ready to jump for it!" Brawnz said as he kept moving the car towards the two enforcers.

"What the heck are you doing?!" yelled Nolan.

"Something totally freaking nuts." Brawnz muttered as Douglas and the Grimm Knights got out of the way but Little Steve stood his ground.

"L.S., get the hell out of the way!" Douglas yelled, but the large man didn't budge as he held up his giant gun.

Branwz waited until he was a mere ten feet away from the enforcer before he yelled "Jump now!"

All four members of Team BRNZ jumped out of the car before it could crash into Little Steven, only for the large hired gun to slam his weapon down on the hood of the car and send it flipping over him. The car landed upside down with a crash as its former occupants got up and got ready to fight.

"Nice job, big guy!" Douglas praised as he walked up to the large man, who simply nodded in response.

"Okay, that did not go how I was hoping it to." Brawnz admitted.

"Nothing's gonna be going how you hoped it would. Where you kids from, anyway?" Douglas asked.

"Shade Academy." May answered as she held up her rifle.

"Vacuo, huh? Well let me show you how we do things here in Mistral." Douglas said as he held out his wrench in one hand and his gun in the other. He fired at May who quickly shot back, their bullets colliding and falling to the ground.

Everyone looked down at the two ruined bits of ammo, astounded.

"Well how about that? Never happened to me before." Douglas said.

"Me neither." May agreed. Everyone looked at each other and then sprung into action.

May blasted down a Grimm Knight as she blocked Douglas' strike with his wrench and she stomped her foot down on his as she whacked him in the face with the butt of her gun and then shot down a Grimm Knight that flew overhead.

Roy sliced apart some Grimm Knights and kicked up a severed leg to use as a melee weapon as he smashed it into the hungry maw of a Beowulf, which he finished off by slicing its neck open.

Brawnz and Nolan worked together to attack the biggest threat, both figuratively and literally, they faced at the moment; Little Steven who laughed as they charged him.

"You won't be laughing after this!" Brawnz yelled as he slammed his claws into Little Steve's gut, only to be thrown back off. "What the...?"

"My Semblance is shielded-skin, I forget its name but it makes my hide very thick." Little Steve said as he slammed his minigun down on Branwz.

"Hang on!" cried Nolan as he got behind Little Steve, jumped on his back and began whacking the large criminal with his prod. "You like that? Shocking, ain't it?" he joked as Little Steve struggled to get him off, which gave the injured Brawnz the chance to get back up and take down some Grimm Knights before he went back to fighting Little Steve.

All of a sudden the sound of a massive explosion got their attention. They all looked to see the open hangar was totally ablaze with more explosions bursting inside.

"Uhh... I guess at the very least the rescue team is doing damage." May muttered as she blocked a hit from Douglas, kicked him in the knee and then jumped onto his head to launch herself on a Grimm Knight, shoot it from above, and finally jump off and shoot down another Grimm Knight.

---

Up above the three Arc sisters inside of the hijacked White Fang ship were luckily holding up against the ten transport ships that were able to get into the air before the hangar blew.

"What do you think did that?" Indigo asked from her turret seat as she blasted a Griffon into nothing.

"Don't know, don't care! All I know is that's bad for them and good for us!" Sienna called from the cockpit as she swerved the ship down to avoid being rammed into. "Crazy sons of... Shani! Keep those idiots off us!" she yelled.

"I'm working on it! I'm not exactly good with guns!" Shani called from her gunner seat as she swerved around to blast down as Griffon that tried to ram into them. She had never wanted to get into a fight, even though she had been a few before, hence the self-defense classes she had taken, but she had never even remotely expected something like this.

She managed to graze a transport ship's side but did little damage. "Come on!" she yelled in frustration as she shot again, this time she managed to hit the fuel cells and ship went up in a ball of fire.

"Yes! One down and... some to go. I need some better shots! Haven't you ever been in a combat thing like this before?" she called to Sienna.

"Uh... with Grimm? Yeah. Other ships? No way!" Sienna cried as she swerved out of the way of a laser, allowing it to blow up a Griffon.

Indigo ignored her sisters and concentrated on taking down the ships that were attacking them. One got right on behind them and blasted the rear of the ship.

"You want some? Come and get it!" Indigo muttered as she blasted the ship's gun off but seemed to only entice the pilots to try and ram into them.

"Heads up, we got bad guys trying to hit from behind!" she shouted and Sienna flew the ship up to avoid being hit.

"What's with these guys? Why are they so eager to die?" Shani asked as she blasted down a trio of Griffons that were trying to attack Taiyang.

"If you were working for this Salem witch would you want to fail her?" Sienna inquired as she dodged a missile, which ended up slamming into one of the nearby empty buildings.

"That guy's still after us, I'm trying to hit him but he's good at swerving out of the way, you got any ideas Sienna?" Indigo asked from the rear.

"A few..." Sienna said quietly as another ship flew towards them from the front, firing at them but the shields were holding for now. "We're going to drop, hang on!" she cried as she waited for the ship in front of them to get closer.

Once it was close enough she slammed the ship's controls down and their ship dropped a bit as the ship in front of them accidentally fired on the ship that was behind them, destroying it.

"Way to go sis, you really took care of 'em!" called Shani.

"Thanks, I'm starting to get the hang of this." Sienna muttered to herself. Her confidence soon diminished as a small series of laser blasts slammed into their side.

"Damn it, what was that?!" she demanded.

"Hostile on our... uh, three, I guess." Shani said. Sienna rolled her eyes and swerved the ship around just in time to avoid being hit by a missile which exploded against another derelict building nearby.

Indigo looked around at the remaining enemy ships. While she was just an amateur musician she had seen enough movies to know about a situation like this. "Okay, there's only about seven, maybe eight, left. Hold on, I got one's engine right in my sights..." she muttered as she charged up the gun for a few seconds and then let the blast go. The result was one of the ships' engine blowing up and the ship spiraling down into the factory roof with a crash. "Got him, okay I think we're doing..." she began before a laser blast hit the windshield of her turret, "Yow! Uh, same, we're doing the same." She finished, knowing what tended to happen when one gets cocky.

Sienna looked to her right and said "Shani, we got about a dozen or more Grimm Knights coming out of the factory and going towards Professor Port and Dr. Oobleck, help 'em out!"

"You got it." Shani said as she swerved her gun around and opened fire on the flying robots, blasting fifteen of them apart and making their remains rain down to the battlefield below.

"Sienna, we got like five missiles coming right at us!" Indigo shouted from the rear.

"Blast them down!" the pilot of the Arc sisters called.

Indigo focused on the five missiles that were flying after them and silently prayed that she could hit them. She pulled the trigger of her gun and hit one of them and the resulting explosion managed to destroy another. She allowed a third missile to get dangerously close before she shot it, the blast making the ship buckle a bit.

"Watch it Indigo!" Shani called.

"I'm doing my best!" she shouted as she blew another one up, but the fifth missile rocketed towards them. "No you don't." she muttered as she fired, only for a Griffon to fly by and inadvertently take the hit as the missile flew past its fading remains.

Indigo screamed in panic and struggled to get out of her seat, only to glance back and notice that the missile had been stopped in midair.

"Oh thank you! I guess miracles do happen." She said as she quickly blasted away the missile.

---

Down below Glynda smiled as the Arc sister kept flying, happy that she had been able to help them. She saw two of the enemy ships swoop down towards her and the nine others that fought alongside her and she knew that they were coming for a bombing run.

"None of that." She muttered as she pointed her wand at them and used her telekinesis to slam them into each other and then, with some strained effort, slam them into the side of the factory, destroying both of the flying vessels.

She breathed in to recover from the strain that put on her aura, Grimm, people, and the robotic soldiers were one thing but vehicles were different matters all together.

"Professor, behind you!" cried Dew. Before Glynda could react she felt robotic arms wrap around her torso and aim a charged up wrist-blaster to her head.

"Surrender now and she'll live!" said the voice of the remaining enforcer, Trooper. She knew Fireball was still in play but it would seem that he vanished, leaving the disgraced military officer as her main concern for the moment.

"Oh please." Glynda moaned as she jabbed up her wand, stabbing the Grimm Knight in the face. She used her strength to wrestle herself free, used her telekinesis to tear the robot to scrap metal, and then she sent those torn up parts flying into Beowolves and other Grimm Knights, ripping them to shreds. She glared at Trooper who looked taken aback by how quickly the situation had turned around. "Bad mistake." She said.

He brought up his gun and fired at her but she used her telekinesis to catch all of the bullets and slam them into the ground instead of her body.

Trooper grimaced and fired at Violet, but Glynda stopped that bullet as well.

"You cannot win this, surrender while you still can." Glynda offered.

"I wish I could, but trust me; it's not an option." Trooper said as he swung his rifle at her but Glynda easily ducked it and used her powers to grab hold of him and sent him flying into the stone steps of the factory. If he had gone up against any of these students around her he would have stood a chance but against her? He had an ice-cube's chance in the desert. Glynda watched as Trooper tried to get up but she lifted up several destroyed Grimm Knights and slammed them down on him, trapping him.

She turned to see a dozen more Grimm Knights surrounding Dove and Sky so she quickly used her telekinesis, directed by her wand, to rip them all apart, with heads and torsos falling to the ground.

Both of the boys made grateful gestures as Sky slammed his halberd into a Beowulf's chest, and then ripped it out to slam its head off. "We are not to be messed with!" he cheered, only to get blasted down by a Grimm Knight.

"You just had to jinx it, didn't you?" asked Dove as he blasted the offending Grimm Knight down and then stabbed his sword into another Beowulf as Glynda walked towards them, obliterating a few Grimm Knights as she did so.

"Keep it up; hopefully we won't have to do this much longer." She told them.

Sky moaned as he got up, but shook his head in confusion as he looked towards the north of the complex. "Uh... am I imagining things or is that that Penny thing?" he asked, pointing to what he saw.

Glynda and Dove looked and the one they saw was indeed Penny, her swords spiraling around her, ripping Grimm Knights and Grimm to shreds with a polite smile on her face.

"These combat droids were well programmed in basic fighting styles, but do not stand much of a chance." She said cheerfully.

Glynda used her Semblance to power her jump as she made her way over to Penny, leaving the two teenage boys behind.

"You think Cardin's okay?" Sky asked as he slammed his halberd into a Beowulf's back.

"As long as he doesn't try anything heroically stupid like Nikos did he'll be fine." Dove said as he shot a guard in the leg.

Glynda landed near Penny and was surprised to see that Fox was with her, slicing Grimm Knights down with his blades.

"Penny, Fox, where are the others?" she asked.

"Professor Goodwitch uh... trust me when I say the situation is way more complicated than we thought and I think you might want to get ready for a shock." Fox said as he gestured over to the side of the building.

Glynda's eyes widened in amazement as her friend, companion, and mentor William Ozpin appeared alongside a petite multicolored girl with an umbrella.

"Ozpin!" she cried as she ran towards him.

"Glynda, it's so good to see you." Ozpin said as she hugged him.

"I thought we'd lost you for good." She said.

"There were times when I thought I'd never see you again either, old friend." Ozpin said as he returned the hug. Glynda pulled away and began to voice the various questions in her head.

"Where are the others? Have you been here the whole time? Who is...?" she began before Ozpin stopped her.

"No, I haven't. Salem brought me here tonight. From what Fox has told me Qrow and Raven are facing off against Cinder Fall but I know for a fact that Teams RWBY and CFVY, Jaune Arc, Nora Valkyrie, Lie Ren, Cardin Winchester, and Ashe Kasai have gone off to save Pyrrha, who is still alive." Ozpin said.

"What?!" Glynda shouted.

"It's true, apparently. Cinder Fall and her cronies brainwashed her into thinking she was someone called Fotia Drakos and then turned her into one of those Grimm hybrids." Fox said.

"But that Arc boy saved her with some weird, rather unexpected technique while Salem forced them to fight to the death and then she had Pyrrha taken away but I betrayed them and freed Ruby, Jaune, and Ozpin and then we ran into your little rescue team, split up and here we are." Neo said.

Glynda looked at the smaller woman and responded with "I was going to ask about you, but if you helped us and betrayed Cinder that's all I need to know for the time being. Can you help us fight?"

"Sure can." Neo said.

"You Fox, and Penny will need to help us battle these robots and Grimm. Ozpin, we have two ships over there along with a doctor, can you make it?" Glynda asked.

"I don't think I can." He answered.

"Alright, Violet!" Glynda called, getting the attention of the Arc sister.

"Yeah?" she asked as she ran over to them, blasting a guard or two down along the way.

"The situation has changed, Ozpin can explain it but right now we need you to get him to the ships." Glynda ordered.

"Right, is my brother okay?" she asked.

"He's fine, go!" Glynda ordered as she brought a Griffon down from the sky and into a Beowulf.

Violet nodded as she helped the older man across the battlefield, with three more students taking her place.

"I was not ready for today." She murmured to Ozpin.

"I don't think any of us were." Ozpin agreed with a tired smile.

Glynda turned to see over two dozen Grimm surrounding her, growling and snarling in fury as they got ready to attack her, her anger attracting them. Glynda was known for not letting her anger get the better of her but right now she was furious. The knowledge of what truly happened to Pyrrha Nikos, what they had done to her, what they tried to force her to do made Glynda angrier than she had been in years.

She jabbed out her wand and the creatures of Grimm were torn apart in one mighty blast of power, disintegrating into black dust. She looked up and saw Grimm Knights flying overhead, trying to shoot at Neon, Flynt, Russel, and Dew so she used her telekinesis to grab them out of the sky and rip them apart to transform them into weapons for her to use. She slammed down the shredded parts of the Grimm Knights into other robots and Grimm, killing over fifty of them in one go. She reached up and managed to grab hold of two ships, an incredibly difficult feat to be sure but she slammed them into one another, destroying them both. She was not going to let any of these students get hurt as long as she could help it.

Neo gaped at the power Glynda had and whispered "Note to self: do not get in her way." With that in mind Neo set to work and began taking down Grimm Knights, Grimm and slaughtering human guards, something she knew the other teenagers wouldn't be willing to do.

She slammed her blade into a guard's gut and shielded herself from the blast of a Grimm Knight with her umbrella. 'Heh, this hero thing is all touch and go.' She thought to herself.

Penny controlled her swords downwards, slashing and slicing Grimm Knights to pieces but sometimes she'd have to do it again if they kept going. The strings coming out her back spread out far so her blades would reach a more effective range, cutting down Grimm and Knights alike, leaving vaporizing Grimm bodies and smoking metal in her wake.

"This is too much fun." She said as she sliced four blades down horizontally on a Grimm Knight, cutting it into five little metallic pieces. "No wonder Ruby wanted to be a Huntress!" she cheered as she stabbed her swords upwards, cutting down over a dozen Griffons in the process.

Dove looked on and muttered "Oh great, the robot girl's making us look bad... again." He shot a Beowulf's arm off and finished it by stabbing it in the chest, but then saw another Beowulf was sneaking up on Penny. "Behind you!" he called to her.

Her eyes widened and her arm transformed back into its cannon form as she whipped around and killed the Grimm with one powerful shot. She turned to face Dove and gave him a smile.

"Thank you for the warning." She said as she pointed her cannon at him and fired. Dove cried out in panic as he realized that Penny had killed a Griffon that had landed behind him.

"Oh... thanks." He said. Dove turned to see Sky finishing off another Griffon and said to his partner "Dude, I hope things can go back to normal after all this."

"Man, normal has been dead and buried for a while now." Sky laughed.

Bianca blasted down a Grimm Knight, unloading about ten rounds into the robot to take it out. "This is madness." She whispered to herself, she had been prepared to face anything to help save Jaune, but this was just crazy.

She shot another Grimm Knight in the head, which she was getting unnervingly good at and it seemed to be the fastest way to take them down. All of a sudden she felt a rough arm grab her.

"Ah!" she cried as she tore herself free and whipped around to see a human guard.

"Drop the gun!" he ordered.

Just then he fell to the ground after a shot to the side from Ross' gun.

"You okay?" the middle aged pilot asked he as he shot up a Beowulf.

"Yeah, but was wasn't prepared for anything like this! I knew it would be bad but this pretty much exceeds my expectations!" she said as she fired at a Grimm Knight, but failed to bring it down.

"I used to be in the Vale Defense Corps, trust me when I say this is up there with the craziest." Ross told her as he unloaded his gun into a small group of Beowolves.

"I'm not really trained for combat, I'm an artist!" she told him.

Ross glanced at her and said "Well if anything you can get some inspiration for paintings of war!" he joked.

Bianca cracked a small smile as she looked over to see Fox eviscerating a Knight, then slashing a Beowulf down the back.

"Hey, Fox right?" she called. Fox looked up to her and nodded as he decapitated a Grimm Knight. "Is my brother okay? Where is he?" she asked.

"Still inside with the others! Things got complicated so me and Penny had to come out with Professor Ozpin." Fox explained.

"Wait a minute, you kids found Ozpin?" Ross asked, bewildered.

"In a way, your other sister down here is taking him to the ships to have Dr. Chloris look him over." Fox continued.

"What about Jaune and the others? Why are they still in there?" Bianca asked.

"They went deeper into the factory to rescue someone else, trust me when I say I expect the biggest dump of explanations in the history of Remnant tomorrow, but right now just fight!" Fox cried as he slammed his right blade into the shoulder of a Grimm Knight.

He spun around, ducking to avoid being hit by the blade of a Grimm Knight as he sliced the robot in half then jumped over the Knight as it fell to slam both of his blades down on another Grimm Knight, creating a V-shaped slash down to its waist and he sweep kicked a guard that tried to rush him and he quickly followed it up by back-slashing a young Beowulf.

He looked over to see the only remaining enforcer, Fireball fighting Flynt Coal. The trumpeter blasted away at the pyromaniac as he tried to incinerate the young Huntsman but Flynt loaded up a water Dust crystal into the slots of his trumpet and created a Kill Quartet.

Fireball seemed to be a bit confused by the new multiple targets and muttered "Frag it, burn 'em all."

He swept sideways with his flamethrower, managing to incinerate one of the clones before the other three Flynts blasted him away with multiple trumpets pounding at him with powerful sound waves.

Fireball moaned as he tried to get up only to receive a kick to the face from the real Flynt while the two remaining clones blasted away some Beowolves and Grimm Knights.

Fireball snarled in anger as he tried to blast Flynt with a stream of fire but Flynt blew his trumpet at the nozzle of the flamethrower and the water crystal inside of trumpet doused the flames and clogged up the tubes fore the flames could fully emerge.

Fireball roared in anger as he swung wildly with his weapon, only for Flynt to expertly sidestep him and get behind him to begin wailing on him with quick punches and a kick to the rear. Fireball flipped himself back up and growled as he managed to land a hit on Flynt with his blunt flamethrower, knocking him down.

"I'm not going to go down so easily, kid." He snarled as he swung his flamethrower again, but Flynt easily jumped over it.

"Wanna bet?" Flynt asked as he loaded up an energy crystal into his trumpet and quickly turned up the power with a small dial. Fireball roared as he loaded up a fire Dust crystal into his flamethrower, reigniting it and blowing out a powerful blast of fire.

Flynt quickly rolled out of the way and held up his trumpet as Fireball fired at him again, only for a powerful gust of wind to lift the fire away from Flynt and up towards a Griffon which was burned alive. Flynt glanced to see the wild wind had been from Dew who waved to him as she used her spear to impale a Grimm Knight. Flynt returned the wave then blew into his trumpet as hard as he could, sending Fireball flying into the torn open entrance of the factory where he smashed into a group of newly arriving guards.

Fireball glanced up from his new place on top of knocked out guards and looked at Flynt, moaning from the reeling pain in his ears as he fell unconscious.

Flynt smiled and said "Now that's the way it's done." He heard someone trying to sneak up on him; his experience with sound based weapons gave him exceptional hearing abilities so he quickly smashed his fist into the face of a guard and blew him into a Grimm Knight with his trumpet.

"This is way better than just sitting around the academy doing nothing." He said before he blasted away a squadron of Grimm Knights with another powerful blast of his trumpet.

He looked over to see his partner taking down Grimm Knights with her glowstick-nunchaku, freezing the robots with the ice crystal loaded up inside and then smashing them apart with blunt hits from her weapons or kicks from her roller skates.

"Keep it up, Neon! We're doing great!" he called.

Neon gave him a cheerful holler in response as she skated around wildly, a rainbow trailing behind her as she slammed a Beowulf down with a punch.

"Never miss a beat, never miss a beat..." she chanted to herself as she jumped up, smashing her roller skates into a Grimm Knight's head. "Whoo!" she cheered as she jumped over it and grabbed its legs with her tail, dragging it behind her and using its body to trip over other enemies.

She eventually let it go, letting it clatter to the ground in a scraped up pile of parts as she sped along, slamming glowing nunchaku into the other Knights, freezing a few along the way, which made it easier for Bianca and Ross to shoot them apart.

Neon grabbed a human guard and slammed him into her knee and then slapped him hard enough to blow him down when she noticed the final member of Team CRDL, Russel Thrush, fighting off some Grimm Knights on his own and getting ganged up on.

Russel stabbed his knives into the robots over and over again to do damage as his weapons were not effective enough to take them out in one hit. He was about to slam his dagger into a Knight's forehead when he got hit in the side three times by a Knight's wrist mounted blaster.

"Uh..." he moaned as the four Grimm Knights stood above him and aimed their guns at him, ready to kill. "Oh crap." He muttered.

Before they could end him Neon arrived, jumping up and slamming into the side of a Grimm Knight feet first, her roller blades cutting into it and the wheels grinding up its inner-workings.

She landed on one leg and spun around, her tail catching another Grimm Knight and tripping it over, making it fall so Russel could stab it. A Grimm Knight tried to shoot her but she easily ducked down and smashed it in the face with her nunchaku, freezing its head which she destroyed with a powerful kick, the ice making it easier to shatter.

Russel got up and slammed one dagger into the head of a Grimm Knight while he stabbed the other one into a Knight's torso repeatedly. "Thanks for the assist... uh monkey?" he asked.

Neon glared at him and said "I'm a cat."

"Well it's just that your tail made me..."

"Well you're wrong, plus my name is Neon. You shouldn't call a Faunus by whatever animal trait they happen to share." She said as she jump-kicked a guard down.

"Okay, sorry... thanks for saving my ass." Russel relented as he smashed both daggers into the gut of a Beowulf.

"Apology accepted!" Neon said happily as she sent a Knight flying with a mighty spin-slam of her nunchucks.

As the battle raged on Violet finally got Ozpin to the landing zone where Dr. Chloris greeted them, helping Ozpin down to the floor of the Vale ship.

"Looks like things are getting hectic out there, I hope my daughter and her friends will be alright." The doctor said as she began looking Ozpin over for any obvious physical wounds.

"I think they'll be okay, I got a feeling we won't have to stay much longer." Violet said as she reloaded her pistol.

"I hope you're right, Officer. Okay, you seem to be in good shape, a little banged up and dented but that's to be expected after being in the care of those people." Dr. Chloris said as she injected Ozpin with a mild painkiller. Aboard the ships she had stored proper combat medical equipment in case of emergencies such as painkillers, adrenaline, bandages all infused with aura to keep them stronger and to bond with the wounded better.

"Thank you for the medication, Dr. Chloris. I really needed it." Ozpin said as he got back up.

"Where are you going? You're in no condition to help fight." She said as she yanked him back down.

Ozpin sighed and said "The other ship has guns on it that can be operated from the cockpit. My piloting skills are a bit rusty but I have to do something."

"What you need to do is rest, if they wanted to keep you alive and in their control then we need to keep you safe." Violet said before a shot rang out.

Violet whipped out her pistol and fired at a trio of guards who had snuck up on them, only for the closest of the guards to fire first and hit her right in the shoulder.

"Ah! Son of a bitch!" Violet screamed as she fell to the ground, clutching her bleeding shoulder, trying to keep pressure on the wound.

"You're all under arrest in the name of the Mistress of Grimm, you're not getting away Ozpin." The lead guard barked.

"I think I will be." Ozpin said as he quickly transformed Milo into rifle mode and shot the guard in the chest three times, killing him. Dr. Chloris pulled out a gun that Ross had lent her and shot it at the other guard but intentionally missed, but made a good enough distraction for Ozpin to shoot said guard dead.

The third and final guard tried to run but Violet took her revenge and used her uninjured arm to aim her gun and fire, shooting the man in the back four times.

"Gha! Hurts like a rapier wasp sting..." Violet muttered as Ozpin and Chloris helped her up and placed her down on a row of seats.

"It should, that shot was fired at relatively close range so it'll be a little challenging to deal with, brace your self this may hurt." Dr. Chloris said as she applied a gel to Violet's shoulder wound.

"AH!" she cried as she struggled in their holds.

"It hurts, I know, but this will make the wound close up faster." Dr. Chloris said. She looked up to Ozpin and asked "What do you plan to do?"

"Make a difference in this fight; try to make up for the countless mistakes I have made in the past. I'll stay with you until I'm certain no more guards are coming back here, then I'll take the other ship and try to give them some more air support." Ozpin elaborated. He glanced out of the open door and towards the factory, seeing the explosions in the sky.

Back at the battle field Dew Gayl created another swirling vortex of air that sent Grimm, robots, and human guards all flying about the battle field. She swung her spear around to whack down Grimm Knight that tried to charge her and even managed to impale one in the face before one Knight finally rammed into her.

She fell to the ground and rolled out of the way to avoid getting shot and launcher herself towards the Knight. She wrapped her legs around its waist and got her spear behind its head but was forced to let go when its blade scratched her hip.

She jumped off and used the power of wind to send in flying into the sky where it crashed into another Grimm Knight that was flying above. She jumped onto the back of a Beowulf and slammed her spear into its head. She hopped off and slammed the pole of her spear into a guard's gut then kicked him down and sent another guard flying into the wall of the factory.

"If nothing else this will be a good fight." She said.

Just then she heard a screaming sound coming from above followed by a tremendous explosion. She looked up to see Ashe jumping out of the open hangar to just as a fire burst out after him.

"Ohhhh shhiiitt!" he cried as he fell.

Dew gasped and quickly created a cyclone and made it as tell as she could as she ran towards the spot where Ashe was falling. Ashe was caught by the small tornado. Dew lowered the tornado down, spinning Ashe gently in circles as he fell to the ground.

"Oh man... thanks a lot..."

"Dew." She announced.

"Dew, I really owe you for that. Ah..." Ashe muttered as he clutched his stomach, listening as the explosions within the building kept going. He was a little dizzy from the fall but quickly collected himself.

"Why did you jump?" Dew asked.

"I'm curious about the answer to that myself." Glynda said as she arrived, blowing a Griffon apart as she made herself known.

"You see those explosions in the hangar? All me, I had to stop some fighter ships from taking off but the explosions currently happening are my fault I..." he was cut off by the sound of a giant explosion erupting out of the open hangar, blowing the roof above it apart.

Glynda watched the mighty burst of flame and asked "What did you do?'

"You know that banned explosive stuff called Hau Bakuhatsu?" Ashe inquired.

"No... you didn't!" Glynda said, looking angry.

"Relax, it was only a small container's worth. Sure it might spread to other explosives and they could have had more elsewhere in the factory... oh crap." Ashe moaned, realizing how stupid his plan was. If the explosions spread they could hit other explosives that would send the fires out of control.

"Nevermind that, what about the children, I assume they're still inside?" Glynda asked.

"You'd be correct. They went to rescue Pyrrha and get out on their own." Ashe said.

"Wait, Pyrrha?! Isn't she dead?" Dew pointed out.

"Miss Gayl, I will be happy to hear the explanation myself but for now we need to get to work. I want you two to start helping out the others and tell them to group up, we need to be together if we are to make our surge against our enemies." Glynda instructed.

Dew nodded "I'll start rounding people up."

"Me too." Said the voice of Taiyang who appeared dragging an unconscious Steppenwolffe behind him with Zwei trotting happily alongside.

"Good work, Taiyang. It is good to see you still have it in you." Glynda said.

"No problem, this guy was a good fighter but I took care of him." Taiyang said as he threw Steppenwolffe into a group of charging guards, knocking them all down. He looked at Ashe and asked "What are you doing out here? Where's Qrow, Raven, and the kids? Where's Ruby and Yang?!"

"Slow down man, they're okay. Trust me, it's gonna take a lot more than a few days in this place to keep a little spitfire like Ruby down." Ashe said.

Taiyang grinned and said "Ain't that the truth. Why aren't they out here with you?"

"Got separated, they went to save Pyrrha, who's alive by the way, while I went to take care of Saul Jude." Ashe finished.

"And I assume Jude is no more?" Glynda guessed.

"Right now he's down below with the bulk of that explosion; if he's alive he's in a helluva lot of pain." Ashe said.

"Good, I'm happy that you were able to get closure." she said comfortingly.

"It doesn't really feel like closure, I kept having these dreams about him and... sparrows. Thought those crazy nightmares would factor into something but I guess not." Ashe said, getting a weirded out look from the Huntress.

"Very well, now would you mind performing a Haakskeekah?" Glynda inquired.

"Not at all, you got an idea?"

"Of course." Glynda confirmed as Taiyang and Dew went off to help the others. She gathered up her strength and held out her arms with her wand point outwards. Goodwitch began to spin around in place as her Semblance reached out, pulling Grimm Knights, Beowolves, and Griffons towards her.

Sky and Dove both stopped to pay attention as they watched the amazing sight of beasts and robots being squished together in the air.

"Ashe, destroy them!" Glynda ordered.

"Haakskeekah!" Ashe screamed as he aimed his arms upwards, his eyes glowing violet as a powerful burst of energy ripped into the creations of Grimm and ripped them all apart, vaporizing the Grimm while the parts of the Knights began to rain down upon them.

"Nice plan." He said as he took a moment to catch his breath.

"Thank you." Glynda returned as moved out of the way so he could shoot a Knight that tried to attack her from behind.

---

Inside of the factory, slightly before Ashe's explosions went off, Emerald, Damien, West, and what was left of the guards and lab assistants all made their way back to the hallway where Mercury had been left behind.

"Is he still alive?" asked one of the guards as Emerald and West checked up on him.

"He still has a pulse, the loss of his leg in addition to the beating he got will take him out of any fights for a while but he'll make it." West said.

Emerald felt a little relieved at that, as much as she disliked Mercury she didn't want him to die. She looked up at Ante and approached him.

"What are you looking at?" he asked.

His answer was a fist to the face.

"You freaking idiot! You let that monster loose and it's killing our allies! Sure it may kill Rose, Arc, and those other Hunters but if that thing gets out of this factory who knows what damage it could do?!" Emerald shouted furiously as Damien got up, wiping some blood away from his nose.

He snarled as he took out one of his daggers. "You wanna fight? Huh?! I may only have one arm for the time being but I'm still good enough to take you down, bitch!"

"Enough!" screamed West, his unexpected cry was loud enough to make everyone focus on him. "Let us not dwell on the past. I agree that what Ante did was idiotic and I hope he is punished for it but for now we need to get to the escape ship. You two, help Black up and carry him." He said to two assistants who both went to help Mercury up and carry him.

"I'm not going to the ship; I'm going out there to find Cinder." Emerald said.

"What for?" asked Ante.

"She'll need to know that we failed to stop them, she'll be furious but she needs to know." Emerald said as she reloaded her weapons. "I'll post guards by that side entrance, because if Nikos, Arc, Rose, and their buddies do make it out of that lab they'll have some opposition. You get Mercury and this idiot to the ship; we'll be leaving within the hour."

"What about Giger? If he's been killed..." West began before Emerald stopped him.

"If he's dead then Damien here will pay for it and if so then Salem will probably have you take over as the head of Grimm experiments, plus you have all his data sent offsite so don't worry about it." Emerald assured West.

"Good thinking, Emerald. Good luck out there." West said

"Thanks, you too." She returned as she made her way to the small passageway beside the staircase.

Ante glared at her as she departed and flipped the bird at her while her back was turned.

West took charge of the group and led them down into the factory to one of the passageways down to the sub-levels. He out his scroll and called up the emergency ship. "Keeper Matilda, things went horribly wrong in the labs." He said

"What exactly went wrong? Talk to me Dr. West! The Wyvern's been acting up and I need to know what's going on with Drakos." The head keeper demanded.

"Drakos is gone and Nikos is back." West revealed.

"Oh damn." Was all she said.

"If the Wyvern's acting up the bond between them could have been stronger than we though, who'd have guessed that she'd actually make the Grimm get attached to her? Keep it tranquilized, speaking of which our good friend Damien Ante let the Chimera out." West said grumpily.

"Oh gods..." she whispered, sounding terrified.

"I know. Send up some of your guards armed with heavy dosage tranquilizers, enough to put a Goliath in a coma for all I care. I have no idea if it's after us but have them meet us halfway, we'll be taking the right tunnel." He said.

"Understood, I'll send them up to meet you. Keeper Matilda out." She finished as she ended the call.

West gestured to two guards and ordered them to "Go up ahead, make sure we have no more surprises."

West and his group made their way quietly through the factory, except for the occasionally moan from Mercury. The two guards reported nothing out of the ordinary and then they were taken by surprise when the entire building felt the vibrations from the explosions as they started.

"What the hell was that?" Ante asked.

West looked around and muttered "I don't know and quite frankly I don't care at the moment, right now all I care about is getting to that ship and getting out of here."

"No arguments there." Ante agreed as he followed West.

"Dr. West, we found someone! I think you should get up here!" called one of the guards from up ahead.

West did not question it and ran forwards to a corridor where the two guards had found a trail of blood leading to none other than Norvik the Hunter, who lay on the ground, trying to crawl away.

"Ante, everyone, get up here it's safe for the time being!" West called as he knelt down. He grabbed Norvik and turned him around to see the gunshot wounds. "By the spires of..." West muttered as Norvik reached up.

"I-I-I am n-n-n-not dead yet-t..." he rasped. "H-help me or s-s-he will punish you..." he added, glaring scornfully at West who knew all to well he wasn't wrong.

"You two" West said to another guard and one of the last assistants, "get him up and carry him with you. Mistress Salem wouldn't be pleased if he died on our watch."

Damien walked on, hiding the fear that was clouding his mind, secretly he was a bit worried; Salem was not exactly the forgiving type and she would no doubt be furious about how badly the situation had gotten out of hand. He knew a punishment would be in his future, he just didn't know how fatal it would be.

They continued on deeper into the factory, now joined by a mortally wounded murderer as the explosions got worse.

Down in the Chimera's chamber it looked up to the ceiling at the walls of its pen shook from the blasts. It looked down at the shredded and torn apart body of Cardin and chomped down on his torso, tearing off some flesh and taking a few ribs with it, chewing the meat and bones slowly.

Just then a burst of fire erupted through the concrete floor. The Chimera backed away from the heat as another blast burst through the floor, sending bits of stone about the chamber.

They had trapped it, locked it up like they always wanted but it would have it no more. It would be free once again.

It waited until the hole in the floor took two more bursts of fire, the explosions pounding away at the floor made it weaker. Once it judged its chances to be in its favor it made its move. Despite how savage it was the Chimera was rather smart for a Grimm, as it had, in fact, inherited much knowledge from the Grimm that contributed to its being but when it was in a frenzied moment it gave into that carnal desire of the hunt.

It pounced into the hole and smashed through landing in a blazing inferno where dead bodies of guards laid strewn about, all killed by the fire. It jumped forward out of the room before fire could completely engulf it and dashed down the hallway.

As it turned a corner a human ran into it. The wretched man was barely able to get a scream out before the Chimera gored him. The Chimera looked up from its newest kill and could sense fear all around it, so much fear was downright intoxicating but it could specifically sense the fear coming from below.

It made its way to a metal door and easily tore it open to reveal a stairwell. It climbed over the railing and began to make its way to the lower levels of the factory.

---

Coco, Yang, and Yatsuhashi led the rest of the rescue team down the small hallway that Pyrrha had instructed them to go down. They had already left the large hall and seen that Mercury was gone, be it from getting back up or someone taking him they didn't know and didn't really care. The explosions were escalating all around them and they knew they had to get out.

"Straight down this passage way and we're home free." Pyrrha said.

"Hope you're right P-money, once we're out we can get you and Jaune to our ship and then we can help fight off the rest of these jerk-wads, then hopefully it'll be victory." Yang said, trying to cheer the others up as she knew Jaune, Pyrrha, Ruby, and Velvet would need it.

"So Pyrrha... you were able to control a Wyvern?" Nora asked. Pyrrha nodded. "Sweet! What was it like?"

Pyrrha sighed, noticing Ruby's curious looks so she decided they deserved an answer. "At first it was odd. My entire body was engulfed in pain, from what Cinder did to me I guess, and they needed to begin training as soon as they could and working with the Wyvern was part of that. I trained for over two months to establish a bond with it and... I'd be lying if I said I won't miss it."

"What? You bonded with a Grimm?! A Wyvern no less?! How is that even remotely possible?" Weiss demanded, getting sounds of agreement from the others.

"I simply felt its inner being, I could feel its rage and fear and at the time that's all that I had before I, or Fotia Drakos, became more and more confident in my abilities. The fact that they put the essence of an Alpha Wyvern within me made it easy for me to control it but I had to gain its trust on my own. Soon the Wyvern trusted me and... it's still down there." Pyrrha finished as she looked down.

"Wait, you mean there's a Wyvern here? Why don't they unleash it and use it to crush us?" Blake inquired.

"I have no idea, maybe they don't want to attract too much attention, after all Neo always had to ride with me and use her illusions to keep us hidden from public eye. Speaking of which what about Neo? She was the one who helped me realize that something was wrong with me." Pyrrha said.

"She helped us escape and she went with Fox and Penny to get Ozpin out." Ruby said.

"Penny?! She's alive?" Pyrrha asked, amazed.

"Yeah, they rebuilt her and Ironwood tried to use her as a suicide bomber to kill Cinder but we stopped him and got her out, at the cost of my sister going to prison." Weiss said sadly, worried about Winter.

"You should know that Penny is fully aware of what happened, it was a shock to say the least but she doesn't blame you for what happened to her." Ren said to Pyrrha.

"She doesn't? That's good..." Pyrrha said as she glanced at Jaune, his aura glowing at it healed his wounds. She looked back down and thought about the Wyvern. "I hope the Wyvern... oh, never mind."

Ruby glanced at the taller girl and was about to ask what she was originally going to say before Coco let out a cheer "There's the door up ahead! We're home free ladies and gents."

"Not yet, we still have to get away from this place in the ships." Yatsuhashi stated as they got closer.

"Don't be such a downer Big Y, all we have to do is help kick a little ass and then we're out of here." Coco said as Yang ran ahead to the door.

Yang stood at the entrance and made a motion for everyone to come forward. "We're at the side, I think we can walk on out into the battle field and help turn the tide a bit." she stated.

"You think dad's okay out there?" Ruby asked.

"Rubes, no question he's kicking butt outside." Yang said with a smile as they all got to the door.

"Anyone out there?" Blake asked as she got Gambol Shroud ready.

"One way to find out." Coco said as she gestured to Yatsuhashi who nodded and slammed the door open, only to find themselves surrounded by three dozen guards and Grimm Knights.

"You're not going anywhere. Commander Emerald warned us you'd be coming, good thing too, don't want the Mistress' prizes getting away." a captain said as he aimed his gun at them.

Yang and Coco quickly aimed their weapons at them, ready for a battle.

"Think we can take 'em?" Nora asked Ren.

"This hallway is too narrow for us to go out at once, Coco, Yang, and Yatsuhashi are up there alone." Ren said as an explosion sounded off behind them. Velvet turned around and saw a large burst of fire come up from the floor down the hallway.

"Oh great." she muttered as she got her camera ready.

"You're not getting away with those prisoners, surrender immediately." the captain ordered.

"Not on your life, dickhead." Yang snapped as she got the Ember Celia ready.

"Men, fire!" the captain ordered before his head violently exploded. The guards all looked up to see a winged figure flying down at them and shooting them, killing several more guards before they could retaliate. The winged figure landed down in a crouching position, her wings acting like a shroud as she jumped up and kicked a guard in the face. Yang jumped into action and slammed a guard in the face with her metal hand and kicked another one in the groin while Coco blasted away the Grimm Knights, aided by Nora launching a grenade out to escalate the chaos.

Ruby and Weiss led Pyrrha and Jaune out, with Pyrrha gaping in awe at the identity of their rescuer: Ziz.

The winged woman blasted three more guards down before more help arrived in the form of Team SSSN, who had been chasing Ziz but naturally decided helping out their friends was more important as Neptune and Scarlet blasted down more guards while Sun launched himself to help Blake fight off some guards with melee weapons.

"Nice to see you're okay!" she said as he tripped a guard armed with a stun-stick.

"You too, the explosions from inside that place had me worried." Sun admitted as Blake shot a guard in the legs

"The explosions were the least of our problems." Blake stated.

"Wait a minute, where's Winchester?" Sun asked, noticing Cardin's absence.

Blake sighed sadly and revealed "He's gone, he died to save us."

Sun was stopped dead in his tracks, stunned. "What?"

Soon all the Grimm Knights that had tried to stop them were destroyed while the guards were either knocked out or dead. One guards struggled to get up, a shot from Ren had taken out his foot and he looked up to see Ziz standing over him, her weapon pointed at his chest.

"Traitor!" he rasped.

"So what?" the Grimm Hybrid asked as she killed him with a shot to the chest. She turned to see the fifteen teenagers, some looking confused while others stood ready for a fight.

"Go on kids, get the hell out of here while you can." she barked.

"Is this for real?" Scarlet asked.

"I'm being nice, don't pass up that rarity." Ziz deadpanned.

Jaune and Ruby looked at each other and then to Pyrrha who looked amazed.

"Why?" Pyrrha demanded, "Why are you helping us?"

Ziz gave her a small, bitter smile and said "Because I like you kid, I lied to you about a lot of things but I wasn't lying about that. Now move that nice ass of yours and get out of here, get that happiness you deserve."

Pyrrha's mouth hung open as Ruby tugged on her arm. "Come on Pyrrha, we gotta go!" the younger girl cried.

Pyrrha nodded and took one last look at Ziz. "Thank you."

"No problem, kid." the Grimm Hybrid said to the younger girl who once looked up to her as a sister.

Team SSSN eyed her suspiciously before they joined up with Teams RWBY, JNPR, and most of Team CFVY in running back out to the battlefield.

Ziz sighed and whispered "Thanks kid."

"Why did you do that?" asked a voice. Ziz looked up to see Trooper, now free of the wreckage and had apparenly been watching the entire scene in secret. "Why did you help them out? If Salem finds out she'll destroy you."

Ziz aimed her gun at him and inquired "You gonna snitch, soldier boy?"

"Nope. Frankly I want those kids to win." he admitted.

Ziz lowered her weapon and smirked. "Me too."

"So why did you do it?" the enforcer asked again.

"Because she helped me discover something about myself earlier today. I no longer hate my team, I got something else to hate now." Ziz stated, mentally picturing the new object of her hatred.

---

As the fifteen teenagers ran out onto the battlefield, most of them blasting, slashing, or hitting enemies along the way, Sun looked to Ruby and smiled "Nice to see you're okay!"

"Thanks Sun, and it's nice to see you kept your promise." Ruby returned.

"Well, I'd have to live with the guilt of letting you and Blake down and I couldn't have that." Sun said modestly as he glanced to Yang, remembering he had something to say. "Hey Yang, I told you so!"

Yang grinned as she smashed her fist and knee into a guard, "Yeah you did Sunny, and you were right." she said as she grinned at her little sister.

---

Glynda turned to see the rescue team, plus Ruby, Jaune, Pyrrha, and Team SSSN making their way into the battle.

"Oh thank you." she whispered, thanking whatever god happened to be listening. She felt relieved to see them all, Pyrrha included, safe and alive but her heart sunk with two realizations: the Jaune and Pyrrha did indeed have the essence of Grimm within them, that much was obvious by their physical appearances, and that Cardin Winchester was absent from the group.

"Oh god, no." she muttered, horrified that a student did indeed die. She heard a scream from above and looked up to see a blast of fire soar off the roof of the building and the sound of an angry, familiar voice. 'Qrow and Raven are up there with Cinder.' she thought.

She called over to the teenagers, "Over here! Come on!"

Teams RWBY, JNPR, SSSN, and most of Team CFVY made their way to her, taking down Grimm and Knights along the way.

"Professor Goodwitch! It's so good to see you!" Ruby cheered.

"And it's good to see all of you are okay as well, especially you Mr. Arc, Miss Rose, and Miss Nikos. You have no idea how happy I am to see all of you again, what of Mr. Winchester?" she asked.

Velvet sighed and said "Cardin didn't make it, he died to save us."

Glynda sighed as well and answered "I see, once this is over we will come back and reclaim his body. He will be given a proper burial."

"Sounds good to me." Jaune said sadly as Penny, Fox, Ashe, and Bianca came over.

"You guys made it!" Fox said as he hugged Coco.

"This is probably the happiest I've ever seen you, white-eyes." Coco teased as she hugged her partner back.

"Ruby!" Penny cheered as she crashed into her friend.

"Whoa! Penny, too tight!" Ruby gasped as she was lifted away from Pyrrha and squeezed like a toy.

"Jaune!" cried Bianca as she collided into her little brother, catching him in a hug.

"Bianca! Are you okay?" Jaune asked, as he had been worried about his sisters' well being since he discovered they were taking part in the attack as well.

"Am I okay? Are YOU?! Do you have any idea how worried we've been?! Now, are you okay? You looked really bloodied and... oh, your eyes are..." she said before Jaune interrupted her.

"Bianca, I'm okay! I'm sore as heck and tired out but I'll be fine." he said as Pyrrha took hold of his hand. "I guess introductions are in order; Pyrrha this is my oldest sister, Bianca. Bi, this is..."

"Pyrrha, nice to see you're alive, my little bro was heartbroken over you." the eldest Arc child said as she smiled at Pyrrha.

"Jaune told me about his sisters, I've always wanted to meet you but I wish it could have been under better circumstances" Pyrrha said as she leaned into Jaune.

"Hey there, I'm Ashe, something of a friend of Jaune's." Ashe introduced.

"I know who you are, I... it's complicated but I remember how you trained Jaune. I don't know how but I..." Pyrrha was cut off by the sound of an explosion as another one of the enemy ships exploded overhead.

"We can theorize later, right now we need to get ready to leave. Ross!" Glynda yelled.

"Yes Professor?" the pilot called as he shot a Grimm Knight in the chest.

"Get to the ship and bring it over here! Make sure these children get on, we need to leave!" Glynda commanded.

Ross saluted her and made a run for the landing zone, avoiding Grimm and robots all the way.

Ashe grinned at the happy reunion of his younger friends, but was ripped away from his thoughts as a laser blast scored a direct hit on his back. "AH!" he cried as he fell to his knees. He forced him self to ignore the pain and jump up and slice down a Knight with his sword.

"Are you okay?!" Velvet asked.

Ashe flashed her a smile and said "Get ready for the fight of your lives, kids! Because we're in for one hell of a fuckin' party!"

"Ashe, you take care of Jude?" Jaune asked as Ruby and Weiss gave he and Pyrrha covered.

Ashe hid his dissatisfaction with their final confrontation as well as the pain that coursed through his body and simply answered "He's extra crispy."

---

Towards the end of the battlefield Team BRNZ were in trouble, Roy and Nolan were both shot down by the wrist mounted blasters of the Grimm Knights.

"Guys!" cried May before Douglas slammed his wrench into her shoulder so hard she was forced to let go of her rifle and she was sent down to the ground with them by a kick to the upper back from the weapons expert.

"Game's over, kid." he said.

"We won't give up!" Brawnz proclaimed, only to be silenced by a mighty punch to the gut from Little Steve.

"Too bad." the massive man said as he lifted up his giant gun once more.

"Ah well, wonder if we'll get paid a little extra for these four." Douglas said before he cried out in pain as something slammed into him from behind. He fell to the ground as Zwei began biting his shoulder hard enough to make him scream.

"Huh?!" Little Steve cried before a metal gauntlet slammed into the back of his head, powered by the anger of Taiyang Xiao Long.

"Scumbags." Taiyang muttered as he quickly melted down the Knights with his flamethrowers. "You kids alright?" he asked as he kicked the big enforcer in the gut.

"I am, but I don't know about Nolan and Roy." May said as she checked their pulses, relieved to feel that they were still alive.

"May, you and me will help them to the center..." Brawnz began before Taiyang stopped him.

"No, you get your friends to the ship, we may be getting ready to leave soon." the Huntsman said.

Brawnz and May looked to each other and then nodded. May knelt down and rubbed Zwei's head "Thanks for the save." she said.

"Yeah, I guess you did come in handy after all." Brawnz admitted as he picked up Roy.

Elsewhere Octavia and Gwen kept fighting Zhan who had proved himself to be one of the best hand-to-hand fighters they had encountered, as he had been able to block their physical attacks every time they tried to land a punch, jab, or kick. He jumped away from another Dust wave before he spoke to them "Ladies, it has been a good fight but from the madness around us I can see I need to end this fight now."

Then he vanished into thin air.

"Back to back." Gwen said to the redhead as the got together.

"How can we tell he's coming?" Octavia questioned.

"We can't, we'll just have to..." Gwen began before she was cut off by a scream from her partner. Octavia fell to the ground with a blood stain on her shoulder-blade as Zhan's knife was pulled out by the man himself who backhanded Gwen.

"I truly am sorry, I cannot apologize enough for my actions here. I do not enjoy this but I must..." he began to say before a gust of wind pulled him away and into the waiting fists of Nebula Violette and Dew Gayl. "Ugh!" he cried as he was thrown into a heap on the ground with Merrick, who had been defeated by the other two members of NDGO.

"Is she okay?!" Dew cried as they ran to Octavia, who was crying in pain.

"She needs medical attention, we gotta get her to Reese's mom now!" Nebula said.

"I'll take her." Gwen said as she lifted the youngest member of their team up

"Me too, Nebula the others need our help. Fight for us, okay?" Dew said as they put Octavia's arms around their shoulders to support her.

"I will." Nebula promised as she held up her crossbow, "Just get Octavia to the ship, we can't lose her."

"Right." the other two girls said as they ran off, carefully so as not to upset the redhead's wounds even worse.

Meanwhile Arslan was forced to keep fighting the large Beowolves that kept attacking the group as Nadir blocked another strike from Lao. Reese and Bolin fought off the Grimm Knights that harassed them, trying to get closer to the other half of their team.

Lao struck and swung his katana furiously. "I will not be defeated by a bunch of teenagers!" he screamed as he swung his sword down as hard and as fast as he could, striking against Nadir so many times that the pink-haired Huntsman couldn't even keep track of his enemy's movements until he felt a horrible, searing pain as his hand was cut off the wrist.

"AHH! OH GODS!" he screamed as he fell down, his aura glowing brightly to stop the blood loss.

"NADIR!" screamed Arslan, who incinerated the Beowolves quickly and rushed to help her friend.

"Sayonara, brat." Lao snarled at Nadir as he got ready to finish him off, only for Arslan's dagger to stab into his ribs."Ugh!" he cried as Arslan pulled him forward and slammed her fiery fist into his face.

"You hurt my teammate, you suffer for it!" Arslan barked as she tossed the enforcer to Reese who slammed him down with her hoverboard while Bolin slammed down on his back with his staff. All of these attacks combined took Lao out of the fight

Arslan ran over to Nadir and grabbed him up. "Nadir, come on buddy answer me, you gotta be okay." she pleaded as he moaned in agony.

"Is he okay?" Reese asked worriedly.

"No, his hand's been cut off. Bolin I want you to get him to Reese's mom on the double before he passes out, go now!" Arslan ordered.

Bolin nodded and placed his wounded comrade on his back as three members of Team NDGO came up.

"One of yours got hit bad too?" Dew asked.

"Yeah, I'm taking him to the doc, what happened to her?" Bolin asked.

"The illusionist, but we took care of him." Gwen answered as they ran side by side to the ship.

Reese looked up to her leader and asked "Arslan, what are we gonna do?"

Arslan sighed and answered the younger girl with "We go out and we fight."

Up above the three airborne Arc sisters only had three ships left to deal with but V19 had taken a lot of damage, scrapes and dents riddled the ship as it flew in the airspace around the complex, dodging some more blasts. Shani kept firing on the enemy vessels but couldn't help but be worried by the noises the engines were making, loud whirring sounds with a faint rumbling commotion.

"Sienna, how we doing? I'm getting kind of nervous!" she called.

"Not good, one, maybe two more hits and we're done for. I'm getting the escape pod ready." Sienna said as she typed on the control panels on the dashboard, making a small door near the rear of the ship open up.

Just the ship shook wildly out of control and began to drop slightly.

"We've been hit! Right under my gun, there's a fire right under my turret!" Indigo shouted as she abandoned her position.

"Shani, Indigo! Get into the pod, we're dumping the ship!" Sienna ordered as another laser blast hit their left side. She quickly pushed down on some of the buttons on the control panels, she wasn't really familiar with this type of ship but she knew how to set an autopilot.

Shani got out of her turret seat and into the main part of the ship as Indigo dashed into the small, five person escape pod. Shani followed her in and looked to see Sienna rushing forward.

"Get in!" the pilot yelled as she pushed her older sister inside.

Sienna shut the hatch and quickly pressed some buttons on the side of the pod's interior and with a 'thom' and a 'whoosh' they fell out of the ship and crashed into the pavement towards the end of the battle field, the White Fang ship being totaled by enemy missiles.

Sienna pushed open the hatch and looked up to see the flaming remains of their ship falling to the ground. She climbed out and dropped to the ground.

"Come on, we need to get to safety before the Grimm pick us off." she said as she helped her sisters out of the crashed pod.

"Where will we go?" Indigo asked as Sienna helped her down.

"Back to the two main ships, duh." the older one answered as Shani began to climb out.

Up ahead the wreckage of V19 fell to the ground nearby where Flynt, Neon, Russel, Sky, Dove, and Neo all fought together, destroying Grimm Knights and Grimm alike.

Flynt's hearing picked up the falling wreckage before anyone else could and he yelled "Scatter!"

He ran out of the way and the others followed his example, but one of the Grimm Knights managed to grab hold of Dove.

"Hey, wait a minute! It's got me, wait up!" Dove called as he tried to wrestle himself free from the robot's hold but it was too late. The destroyed ship crashed and the resulting explosion sent Dove and the Knight flying.

"Dove!" cried Russel and Sky as they ran towards his injured form. Dove lay on the ground, unconscious and bleeding, his aura glowing as it began to heal his wounds.

"Oh dude, come on! Be okay!" Sky pleaded as he grabbed his partner and shook him. Russel quickly felt for a pulse and checked his breathing.

"Is he dead?" Flynt asked, Neon looking worried while Neo finished off the Grimm Knight that had grabbed Dove.

"No, no he's got a pulse and his breathing is a little slow but he's still alive." Russel said.

Flynt and Neon glanced at each other and then back to the main battle where the remaining Grimm Knights were being drawn to.

"Take your friend and get him to the doc, the three of us will help out the others." Flynt ordered.

"No way, I'm going with you. Sky, take care of Dove." Russel said.

"You got it, man." Sky obeyed as he hoisted up his partner's body and began to run for the landing zone.

"You sure your mates will be okay?" Neo asked as she twirled her umbrella around.

"They'll be fine, I'm the one stupid enough to want to help you guys fight." Russel bemoaned as they began to run to the battle.

"I don't think that's being stupid, that's called doing the right thing." Flynt said as Neon rushed ahead on her roller skates.

---

Ruby sliced down a Beowulf with the blade of Crescent Rose and blasted another one away as Weiss froze a group of five Grimm Knights and allowed Yang to blast them apart with a bunch of shots from her Gauntlets while Blake slammed Gambol Shroud down to send a Griffon crashing into the wall of the factory.

Jaune slashed down a Grimm Knight while Pyrrha shot a Beowulf to death with the gun she had taken, the two working back to back. Jaune had seen his sister's ship blow but Ren had luckily spotted the escape pod, assuring Jaune and Bianca that their sisters were okay. Jaune smiled to Pyrrha who shot down a guard trying to grab Jaune while he cut the legs off a Griffon that tried to seize her. Ren blasted Grimm Knights into nothing but scrap metal while Nora sent the robots flying with simple swings of her hammer.

Just then Nora cried out in pain as something hit her in the leg. Ren cried out to her and looked up.

"So you made it out." announced a familiar voice. The Teams looked up to see Emerald on one of the steps leading up to the factory entrance, aiming her guns at Nora, ready to finish her off. "I won't let you leave here without a fight! If any of you think you're getting out of here alive then you're..." she was cut off by Velvet slamming a giant light-copy of Yatsuhashi's sword into the thief, knocking her down.

"I'm getting really tired of these people threatening my friends." Velvet said with a mischievous smile. Yatsuhashi smiled back as he sent a guard flying with one punch.

Coco grinned as she aimed up her minigun and began shooting down Griffons and Grimm Knights. "Payback time, assholes! That's for Winchester! So's this!" the fashionista yelled as she fired wildly up, while Fox cut down anyone who tried to stop her.

Sun spun his staff around, taking down guards like a pro and slamming the blunt ends of his weapon into the bodies of robots and Grimm. "Sage! Get to the Weiss' ship! You can get it over here to make our getaway easier!" Sun called to his teammate.

"You sure? I've never flow that kind of ship before!" Sage pointed out as he decapitated a Grimm Knight.

"I trust you, man! Go now!" Sun shouted as he slammed his combined weapons into a Beowulf's leg and then smashed it in the fact with a roundhouse kick.

Sage nodded and whispered to himself "Okay, I can do this." as he ran off towards the landing zone.

Scarlet shot a Grimm Knight in the head with his flintlock and then sliced it off with his cutlass before he stabbed backwards to gut a Beowulf that tried to attack him from behind while Neptune shot down a guard who was trying to get away.

"We're winning! We're actually winning!" Neptune said as he transformed his weapon back into trident mode and slammed it into the torso of a Grimm Knight.

"We're all combat ready!" exclaimed Penny as she sliced apart six Griffons.

Glynda tore Knights asunder, Ashe destroyed Grimm with the Haakskeekah, and Bianca shot at whatever she could.

Ruby smiled happily as her friends all worked together, as she knew that the only way they'd survive this mess. She cut down another Beowulf and was about to shoot a Grimm Knight when she heard a familiar voice calling her name. She turned to see her father approaching with Zwei, Nebula, Arslan, and Reese all running towards them while Flynt, Neon, Russel, and Neo approached from the left.

"Dad!" she shouted as her father and pet ran towards her.

"Ruby!" Taiyang cried as he rushed forward to grab Ruby in a powerful hug that was almost as tight as one of Penny's. Zwei happily barked as he circled his two of his three owners, who were reunited after over a month of separation. "I was so worried I'd never see you again." the father said as he held back happy tears.

"I'm sorry dad, but I couldn't just sit around while these monsters ran loose... I'm sorry I hurt you." Ruby said as she hugged her father back.

Yang grinned at the sight. "Told you she'd be okay, dad. One big happy family again... well except for a couple absent members." she stated.

"Where are Qrow and Raven anyway?" Taiyang asked.

"Still fighting Cinder Fall, atop the factory I believe." Glynda answered.

"Where are all the others?" Velvet asked Nebula.

"They're either injured or helping the injured to the ships." she said as she noticed Arslan, Reese, Russel, Flynt, and Neon all gawking at something, or rather someone.

"How the heck is this possible?" Reese asked as she pointed at Pyrrha, getting everyone's attention.

Jaune sighed and laughed at the same time, but answered "It's a long story, no time to tell it now."

"Quite right, Mr. Arc." said the voice of Oobleck who appeared with Port, destroying Grimm Knights expertly. Oobleck smashed his thermos into the head of a Grimm Knight, then tripped another down so Port could destroy it with a swing of his ax.

"This is how we did it in my day!" Port cheered as he slammed a Knight in half, blasted away a Beowulf, and then knocked out a guard with a single kick.

Glynda was going to ask where Sherizawa was, but noticed the doctor was limping away, his robotic suit heavily damaged. He was not the only servant of Salem to be retreating back to the factory; Merrick and Zhan helped the injured Lao and Tom-Tom back respectively while Little Steve carried the old cold Douglas back as well.

Sherizawa glared at them and pressed a button on his arm and all of the Grimm Knights ceased attacking. He looked to Ziz and the newly recovered Steppenwolffe who both nodded and reached out their hands, stopping the Grimm from making anymore attacks. Trooper likewise led the enforcers who were still able to fight.

---

During the temporary ceasefire above something else was transpiring down below. West and two guards led the way as the survivors from the lab made their way out of a freight elevator and into one of the main tunnels to be greeted by a squadron of guards.

"Dr. West, do you need help with your wounded?" asked the squadron's leader, Lieutenant Kaller.

"No Kaller, we do not. Just keep those guns ready for anything, if the Chimera get out we'll have to throw everything we have at the beast to sedate it." West said as he walked side by side with the man.

"Don't worry sir, my men and I have been given the proper weapons needed to deal with it." Kaller said as he checked his rifle, just to be sure. He looked at Norvik and Mercury and had to ask. "What happened to them?"

"Don't know, the Mistress can sort it out later. The battle up there seems to be going against our favor, I knew those Grimm Knights wouldn't be up to the challenge of killing Hunters. Some street trash is easy to dispose of, but trained Hunters? Completely different story." West said, more to himself than anyone else. "And Commander Black was injured by the Xiao Long girl... I'm happy not to be in his place."

Ante hissed in pain as his arm slowly regrew, bone, mussel, and skin regenerating piece by piece. He didn't know what was worse: the wait for the regeneration process or the fear of what Salem would do.

Just then a scream came from one of the small supplementary hallways.

"Oh shit, please tell me those explosions are what they're screaming about." Ante said.

"No one down there but some workers who were going to get some more equipment, probably them but I got no idea as to what's got them screaming." Kaller said as he made a gesture to his men.

The guards quickly checked their aim and made sure they were loaded and ready to fire as a figure appeared at the end of the hallway.

"Keep the door open! Please! Keep it open and shut it behind me! Oh Oum above it's coming! This is not a drill! HELP!" the hapless worker screamed as he ran for all he was worth.

West and Ante's eyes widened in shock and horror as the Chimera appeared behind the worker, crawling on the ceiling and moving as fast as a train.

"I'm closing the door, fuck that guy." Ante said as he slammed his fist down on the door panel, shutting the door on the worker.

The worker screamed as he ran into the door, begging them to open it until the Chimera slammed into him from above, killing him instantly.

"Will that door hold?" asked one of Kaller's men.

"Not a chance in hell." Kaller answered as he gestured to West, who nodded.

"Come on, we need to get out of the way before..."

Too late. The Chimera smashed the door open and slammed into one of the lab assistants, crushing him into the wall and biting down with a heavy crunch.

"Shoot it!" yelled West as Kaller and his men unloaded every round of tranquilizer they had in their gun, stabbing thin needles into the beast again and again.

The Chimera roared in pain as the small weapons penetrated its skin, injecting highly effective doses of tranquilizers that had proved incredibly effective against them. The Chimera let out an ear-piercing scream as it began to lope towards them, moving slower as they kept shooting it.

"Don't let up men! It's almost down!" Kaller yelled as he reloaded his gun.

By this point the Chimera literally had needles sticking out of it, making resemble some macabre pincushion. It roared in pain as it slumped to the ground, the drugs killing off its energy. It finally fell unconscious before the group of unsettled servants to the Mistress of Grimm.

"It's out, finally." Kaller said.

"Keep an eye on it, I'll take them on down to the ship and send up a cage for the beast's transportation. If it so much as moves too quickly or opens an eye shoot it again." West commanded.

"Why don't we just kill it?" asked one of the guards.

"Because Mistress Salem wants this creature under her control and we are in no position to question her or deny her what she wants." West said. He led Ante and the others away, leaving Kaller and his men behind to keep the beast sedated.

Norvik's head turned to look at the Chimera's body and he whispered one word: "Magnificent."

---

Glynda and Ashe surveyed the situation and knew that the enemy was regrouping but other than that things seemed to be in their favor, she could see their enemies were hesitant to attack, looking just as tired as they were. Naturally the younger warriors took advantage of this time to talk amongst themselves until the fighting started up again.

"Nice to see you again, Professor Port, Dr. Oobleck." Ruby greeted.

"And it is most pleasant to see you, Mr. Arc, and Miss Nikos safe and sound, though I am confused as to how the latter is here." Oobleck said in return.

Sun and Blake hugged, happy to see that they were both alright while Neo approached Pyrrha and said "Good to see you're back to your true self, my friend."

Pyrrha smiled at the multicolored girl and said "I'm in your debt for helping me see that something was wrong, Neo. I hope that I can call myself your friend when this is all over."

Neo nodded, "I'd like that."

It was then that Russel noticed Cardin's absence. "Hey, Scarlatina, where's Cardin?" he demanded.

Velvet looked to her teammates, not knowing how to break it to Cardin's partner. "Russel... I'm so sorry." she said finally.

"What... oh shit. No, no way he's gone!" Russel said.

Velvet hung her head and confessed "He died a hero, I'm so, so sorry."

Yatsuhashi spoke up as well "He died with honor, he was truly a good Huntsman in the end."

Russel said nothing in return, he just gripped his knives.

Just then Glynda received a communication on her scroll, which was in comlink mode. "Ross here, I got all the injured aboard our ship along with their teammates and four of the Arc sisters, if you need anyone else to get on this ship I'll fly by and get 'em, I'm arming the guns now."

"Good, be quick now. Mr. Wukong has already sent Mr. Ayana to prepare the other ship..."

"I know, he's not alone. Ozpin insisted on boarding that ship with him. That's not all, the radar shows some ships coming our way, Atlesian by the looks of 'em, it's a good bet the Atlas forces stationed here are on their way, not to mention at least a dozen cop cars have surrounded the outer perimeter of the complex. I'll call 'em up on the open radio frequencies to fill them in on the basics and not to blast us down." Ross reported.

Glynda shook her head and repressed a smile, "Fine, come on and get ready to fire the guns if need be. If the Atlas forces have finally decided to chip in we can leave these criminals to them once Qrow and Raven get off the roof. Tell Sage and Ozpin to keep their shields up and land near us so we can pull out quickly when we're ready to leave." She ended the call and looked around to the remaining students and said "The Atlas forces in the city are coming to our aid and the first of our own ships will be coming to pick some of you up, it will be taking you to Haven Academy where we will meet up but some of us must stay behind to fight them off."

Reese and Arslan looked to each other and knew they couldn't stay behind, as the former didn't want to make her mother more worried than she already was and Arslan was too worried about Nadir to stay and fight. Nebula was likewise worried for her teammates, Neon was bushed and couldn't fight much longer, Flynt didn't know how much he had left in him, and Russel was too concerned with how he would break the news of Cardin's death to the others.

"Very well then, they're in no shape to fight, best to take our leave while they cannot stop us." Port agreed. Then he was shot in the back four times. Port fell to the ground, giving out a pained grunt as everyone looked to see Emerald had gotten back up, aiming her guns at them.

"As I was saying: none of you are leaving here!" she barked as Sherizawa, Steppenwolffe, Zhan, Merrick, Little Steve, the awakened Fireball, as well as Ziz and Trooper who briefly gave them reluctant looks all got ready to fight. Emerald looked at Neo and hissed "I should have known it was you! You were the one who gave her hints as to who she really was! Cinder will reward me for punishing you, traitor!"

Neo glared back and said "I'd rather be a traitor that what all of you are now."

Everyone got ready to fight, as Glynda spoke up. "Emerald Sustrai! There is no need for further conflict, both our sides are tired and exhausted, no more fighting is necessary. You cannot win this night."

"Wanna bet?" Fireball growled.

"Hey, don't know if you've noticed but we got some big time air support coming." Sun said, pointing to the Atlas airships on the horizon.

Emerald mentally cursed, where was Cinder when you needed her?

Ruby quickly whispered "Neo, get ready to get Jaune and Pyrrha out of here."

"What? Why?" asked Pyrrha.

"Let's face it; neither of you are in any position to fight at the moment." Ren agreed.

"They're right Pyrrha, we need to get ready to run. All of us do." Jaune said. Pyrrha sighed and nodded, as much as she hated running she knew it was the only way to survive. And deep down she knew she should have ran that night at Beacon, just ran off with Jaune and let Cinder do what she pleased.

The two ships rose up and made their approach.

"Stop those ships!" Emerald yelled. Little Steven and Merrick both opened fire on the two ships, but their shields easily held. From inside the cockpits both Sage and Ross grimaced.

"You wanna get me mad? Okay then." Sage said as he quickly pulled the triggers on the ship's front weapons. Heavy lasers zapped the upper levels of the building, destroying entire rooms and raining debris down, making the attackers stop firing.

Ross set the Vale ship down while Bolin and May opened up the doors. "Come on, let's go!" Bolin yelled as the rest of his team, Flynt, Neon, and Nebula rushed on board while Oobleck and Russel helped Port get on with Glynda, Taiyang, Ashe, Bianca, Nora, Blake, Sun, and the others all gave them cover.

"Zwei, go with them!" Yang ordered. The dog whined but Yang reinforced her demand by adding "Now!" The dog relented and ran into the ship while the ship Winter had purchased landed a small distance away, guns ready to fire.

"You do realize that getting away will not be so easy, don't you?" asked Zhan.

"It won't be easy for you to stop us either." Weiss said with a smile as she slammed Martynaster down on the ground and created an ice shield tall enough to cover anyone up to Yatsuhashi's height and long enough to cover them.

"Weiss, you sure your aura is up for this?" Ruby asked, remembering how tired her partner looked after she dispelled the Armor.

"I can handle it Ruby... wait a minute, your uncle's up there!" the Schnee heiress cried, pointing up at the roof of the factory. Ruby, Yang, Taiyang and the others all saw Qrow and Cinder fighting for all they were worth but even from down below they could tell Qrow looked exhausted.

"Cinder." growled Pyrrha.

"Leave her, however badly you can hurt her will probably be nothing compared to the punishment Salem will have in store for her if we just get away." Jaune said as he squeezed her arm comfortingly.

Pyrrha sighed and said "I want to see her get a little damage before we get on to the ship."

"I know that's a bad idea and yet I can't disagree with you." Jaune sighed.

Taiyang watched his friend and brother-in-law fight the madwoman behind this mess and realized something; Raven wasn't there.

"Where's Raven?" he asked.

Glynda's eyes widened as realized he was right, the female Branwen was nowhere to be seen. Yang looked up, dread filling her mind. "Mom?"

Up above Qrow slammed Reaper into Cinder but her aura had created a shield around her. In addition to the powers of the Fall Maiden and the auras of both Raven and Amber she was probably the biggest threat he had ever gone up against and was just barely able to prevent himself from getting killed by her. Despite how powerful she was now the final blows Raven had dealt her were still causing her pain. Raven's sword had pierced her bone, going right through. The aura had healed the wounds but it was still reeling with pain, this gave her a disadvantage which was why Qrow was still able to face her.

He jumped over a fire blast and landed right beside Cinder, only for her to grab him by the neck and slam her fist into his gut three times, she gave him a brief moment to recover before she struck again, slamming her fist into him four more times, causing some spit to fly from his mouth.

"It is useless to try and stop me. Ozpin couldn't defeat me, my brother couldn't defeat me, your sister couldn't defeat me, so what possible chance do you have?" she asked.

Qrow growled out "None what-so-fucking-ever, but that doesn't mean I won't try!" he screamed as he slashed Reaper down on her, scoring a gash across the chest.

"Ah!" she cried before her aura empowered aura healed her. She screamed in frustration as she blasted Qrow off the roof with a fireball. Qrow fell to the ground with his weapon but was caught by Glynda as the Vale ship lifted off and flew away, the Atlas ships surrounding the building with weapons armed and ready to shoot.

Cinder looked around at the situation, it really was hopeless. From what she could tell this entire evening had been nothing but one big disaster after another, the only plus being the new power from Raven Branwen, the escape plan, and the chance that Nikos was... her thoughts were derailed when she saw Nikos, Arc, and Neo all running towards the ship with Ozpin there to help them aboard.

"No... you won't get away Pyrrha, not alive, anyway." she said as she took out her bow.

Down below Glynda set Qrow down, his family instantly gathering around him.

"Uncle Qrow are you okay?!" Ruby asked frantically.

"Where's Raven?!" shouted Taiyang.

"What happened up there?" begged Yang as Blake, Weiss, and the others all fought off the Grimm, the Knights, and the servants of Salem as they all attacked once more.

"R-raven's... she... stop her!" Qrow yelled as he pointed up. Taiyang, Team RWBY, Ren, Nora, and Glynda all looked up to see Cinder aiming her bow and arrow at Pyrrha.

"Oh no! PYRRHA!" screamed Ruby as he realized who Cinder was aiming for.

Time seemed to slow down for a select few people.

Cinder pulled back the string of her bow, her arm was reeling with power from her newest acquisition. "This time you'll truly be dead." Cinder whispered as she set the arrow on fire and let go.

The arrow flew through the air, the rod burning up due to the fire, leaving only the tip of hardened Dust that went sailing for Pyrrha.

Jaune had heard Ruby's scream and looked back to see the arrow flying at his partner. Without any hesitation he pushed her out of the way, knocking her to the ground as he took her place.

The arrow tore through his chest.

He gasped in pain as he stopped dead in his tracks, Pyrrha looked up and her eyes widened with horror as she realized what had happened, she was so shocked she couldn't even scream.

Jaune looked down to her. "So this is what being a hero feels like." he said quietly before he fell.

To Be Continued...

Next time: Cinder vs. Team RWBY, Qrow, Ashe, and someone else...

Will Jaune make it? Will Cinder get what's coming to her? What will happen with the Chimera? Maybe you'll find out next time.

I'm sorry, I'm a jerk for leaving you with another cliffhanger, especially one this big, but what can you do? Well... bring me the head of Miles Luna and we'll call it even.

For those of you who are confused about the continuity of events, allow me to explain: The first three chapters and most of this one all happen simultaneously and after Dew's fight scene it resumes happening in a chronological order.

Leave a review or a comment and tell me what you thought of this chapter since I'm not really sure what I think about the first half, I had some MAJOR completion anxiety with it, especially Team NDGO's scene and the Arc sisters' dogfight for some odd reason, but I wanted this chapter to give all of the other characters not involved in the rescue get a spotlight scene and I think I did a reasonably okay job. Also tell me what you thought of Ziz's little turn for the better. This was an exhausting chapter to work on, four straight days of almost nonstop work, hours spent on it and I'm not even sure I'm happy with it so leave your thoughts.

Originally I had Ashe land on top of the Arc sisters' ship and help them out, but I decided to have Dew do something. Also keep in mind that all four chapters of the Battle of Haven so far were meant to be one whole chapter, glad I decided to dump that idea thanks to a good friend's advice. Also Russel was supposed to get separated from his team and was forced to work with BRNZ, but I dropped the idea.

Poor Nadir, maybe Yang can give him a hand... eh? Eh? *slap* Okay, that was bad.

Next chapter will probably be up Sunday night if I work hard enough, and chapter 21 will be up sometime next week as I'll be having a friend co-write the chapter to make it more effective.

Please tell me if you liked the chapter leave a review a fave, or a follow but if your on AO3 leave a kudos or a comment. Please give me some feedback, you guys keep me going and make me determined to continue this story. Or if you're on the RWBY reddit try and give this fic a mention, I need the promotion but I don't know why I'm being so needy as this story has gotten more attention than all of my other stories.