The Reviews!

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Reader: Thank you and as for what will happen, you'll just have to keep reading!

Phantom117a: Yes, a part of her wants Jaune to save her, As for what Weiss thinks of Jaune now, you'll know soon enough.

AutoHunterJ49: Indeed! Nep's past in this is going to be slightly different but still close to the one you came up with!

X3runner: Thank you and I hope you enjoy today's chapter as well!

Nysk: I liked Adam, he had this aura of power around him, though of course, CRWBY botched it, and I can understand why people don't like Adam and that's completely fine. Thank you for the kind words on the other chapters and I hope you enjoy and like this one!

iron-slayer-dragon: Good because you're about to! I hope you enjoy this chapter!

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Down in Mantle, Neon and Neptune were fighting Elm, however, the fight was going as well as one would expect.

Neon has kicked away by the specialist down the street and Neptune closed the distance and tried to jab Elm with his Trident but Elm dodged it and then slammed her hammer into his stomach, and the force sent him flying back and crashing into a wall of another building, Neptune fell to the sidewalk and he then slowly got back up, however, his body felt completely rattled by the blow and his breathing was ragged.

Elm smiled at him only for Neon to swing her nunchucks at the specialist, distracting her while Neptune tried to regain his composure.

'I... I haven't been beaten like this since... his training,' Neptune thought to himself.

"Do not be so weak-willed Neptune! I will not tolerate such behavior!"

Hearing those words in his head, and in the voice of that bastard, anger swelled up within Neptune, remembering all the things he and his brothers had to deal with.

Neon was struck in the stomach and was thrown into a lamp post, and seeing her go down, Neptune quickly jumped forward and swung at Elm, however, Elm turned to Neptune and looked at him, blocking his attack and kicking him away, sending him back, but the blue-haired teen managed to stop himself by stabbing his trident in the ground.

Elm looked at him with a smile, she looked him up and down before looking back at him. "I just remembered... your last name, it's Vasilias, right?" Elm asked.

Neptune's eyes widened with a bit of confusion, "Yeah, that's right," he replied.

Elm smiled, "If memory serves me right, that was the last name that belonged to the wife of a very big and dangerous terrorist," She said coyly.

Neptune's eyes widened with shock before he grew angry and glared at Elm. 'Of course, she knows, they had to have done background checks on all of us, which means they know who I'm related to,' Neptune said to himself.

"Saturn Titanus, S-Class Huntsmen and nearly on par with the Headmaster rank, he wanted to rule the world, as a matter of fact, it took nearly a thousand Huntsmen and Huntresses to take him down, as a matter of fact, I was one of those Hunters," Elm said with a smile.

Neptune's eyes widened with fear. It was true that his father, Saturn, was one of the biggest terrorists and villains in modern history, His Semblance was powerful enough to cause major destruction to major cities. Now, Neptune was faced with one of the Huntresses that managed to take down his father made him worry, after all, not all those Hunters made it out alive.

Elm saw his expression and chuckled, "Don't worry kid, I ain't after ya because of your father," Elm said, "As a Matter of fact, I wanna see just how powerful you are!" Elm cried as she charged in.

'How... powerful I am?' Neptune asked himself.

"IF YOU WANT TO SURVIVE IN THIS WORLD YOU MUST BE POWERFUL! YOU MUST ALWAYS BE POWERFUL!" Saturn told his middle child.

Saturn Titanus was a muscular man with long white hair, golden eyes that almost appeared to glow, and light skin. he wore a set of golden armor that resembled an Atlas soldier's body armor, underneath the armor was a white long-sleeved shirt, his pants were white Atlas Grade military pants, and he wore a pair of black boots.

Neptune was on the ground, bleeding from his mouth and looking up to the sky. Is father had beaten him once again in "training", but he would admit it could be worse. He remembered the time his father had struck him so hard that he had been knocked out for days, or he could have ended up like Jupiter, who was nearly in a full body cast, or Pluto, who had so many bruises he looked like he had the plague.

Saturn walked over to his middle child and picked him up by the front of the shirt and glared at him, "Pathetic," Saturn said. "Can you still fight, Neptune?" Saturn asked.

Neptune groaned in pain, and at first, he couldn't speak but he soon found the strength. "I... I'm thirsty, Dad," Neptune told him.

"You want something to drink?"

Neptune nodded, "W-Water," Neptune begged.

Saturn threw his son back to the ground, causing the young boy to wince in pain, as he slowly got up on his hands and knees.

"You want water," Saturn began as he held his hand open and pointed at his son, "You can have all the water you want,"

Suddenly, water appeared out of the air and began to surround Neptune, before forming into a ball all around Neptune and trapping him inside. Neptune tried to escape desperately, but it was like being trapped in a locked box, fear began to take over the boy and he flailed his arms and legs around, desperately trying to escape, and in the process of him panicking, he let out his air and he knew he was in trouble.

All He could think about was not wanting to drown, he didn't want to die like this, not by the hands of his father.

However, that fear of death unlocked something within the blue-haired boy.

Suddenly, the water around Neptune began to pull away from him, Saturn saw this and his brow rose with confusion, wondering what was happening, but slowly, he realized what was going on. The Water burst apart spraying everywhere like a geyser.

Saturn smiled as he looked at his son, who was now gagging and breathing hard. "You did it! You unlocked your semblance!" Saturn said with glee, "Finally! Out of all my greatest creations! YOU DID WHAT EVEN YOUR BROTHERS COULDN'T!"

Neptune regained himself and glared at his father, taking joy in him nearly dying only to unlock his semblance. Neptune was so full of anger and fear that his mind was going blank, his father's laughter was drowned out, slowly fading to silence and his vision slowly faded as well.

Since that Incident, Neptune had grown afraid of large bodies of water, remembering being trapped in the sphere of water. However, it was also the reason Neptune never used his semblance, because when he used it, he didn't see himself, he saw his father, and he was afraid if he used his Semblance to trap somebody, he would kill someone.

Over time, as Neptune got older, he and his brothers tried their best to adapt to their father's cruel training but it was never enough for him, they always failed.

As the years passed by, they slowly began to see less of their father, which they were thankful for, but they never stopped training, and eventually, Jupiter and Pluto unlocked their semblances and trained hard to master them alongside Neptune. Because the 3 knew that it was only a matter of time before Saturn returned, and the three sons had enough of their father and were going to kick him out of their home for good.

However, their father hadn't returned for a full year, and instead, their father's sister, Venus Nicchi, arrived and brought them the good news and bad news. The good news, the news that brought the whole family joy, was that Saturn was arrested and put in Atlas's most secured prison, a place called "Tartarus", where he would be imprisoned for life.

However, the bad news was that Venus had discovered her brother had fathered more children across the world. The three and their mother, Opis, asked where they were, however, even Venus didn't know, she had some information but she didn't have their exact location, but that they had also suffered under the same training as the three boys.

Hearing this, Opis, the kind woman she was, declared that they would not just stand by and let Saturn's other children and wives wander the world without knowing that they were not alone, that there were others who suffered as them.

So, Venus, Opis, and Neptune's older brother Jupiter would set out to find the other children and families of Saturn, and after that, their family life changed, and Neptune would say it was for the better.

Opis, Venus, and Jupiter were successful in finding their other sibling, and also to Neptune and Pluto's surprise, their mother had not only found a new lover, a fisherman by the name of Rodrick Ventis, but, his friends as well as Opis and Aunt called him Rod for short, and he was far better then Saturn ever was. By the time Neptune was about to graduate from Sanctum, Opis and Rodrick adopted a few other teens, thus, the three boys gained new siblings, along with their half-siblings.

Their Half siblings were Liber, then there were the twins, Phoebus and Diane, and their adopted siblings, who were all girls, were Vesta, Ceres, who had her own adopted daughter, Kori, and finally, there was Juno, who was Jupiter's second wife, and mother to his 2nd child.

Everything in Neptune's life was going great, he loved his family, and he was going to Haven to accomplish his goal of being a huntsman and in a way, make up for everything that Saturn had done in the past.

Yet... He wasn't as strong as his father.

The first time fought Sun he realized just how powerful his leader was, Sun beat him as easily as a fox would a rabbit, not only was Sun strong, but then there was Arslan, who wiped the floor with everyone she encountered, she was a literal force of nature, a lion among sheep, then there was Sage, his own teammate who surpassed everyone in terms of intellect and sword skill.

Finally, there was Jaune. Jaune was a guy who lacked everything they all had, only having his Aura Techniques, and yet, in a matter of a few months, he had surpassed his limits and was a Hero who was known around the world.

Every time he face them, or saw them fight, he always wondered what was the difference between them and him.

'What's the difference between me and those four?' Neptune asked.

Elm charged and he quickly was taken out of his thoughts and quickly blocked Elm's attack, however, the attack rattled his arms and He quickly moved out of the way trying to regain himself.

Elm looked at him and smiled, "Come one kid, is this really all you got?" She asked. "I kinda expected more from Titanus' son," She said

Neptune growled as he switched his trident to his gun and fired a few shots at Elm but she dodged them with ease before she raised up her Hammer and was going to bring it down on his head but Neptune jumped back, avoiding the attack narrowly.

'What's the difference between me and those four?' Neptune asked himself. 'Why can't I reach their level?' He asked.

"You're holding back you fool,"

Neptune's eyes widened with shock as appearing in front of his eyes was Saturn, replacing Elm. "What the hell are you doing here!?" Neptune asked.

Saturn smiled, "I just wanted to see the pitiful excuse my son has become," Saturn told him. "You want to know the difference between you and those four?" he asked.

Neptune glared at him, he didn't want to hear it but he also wanted to know what he would say. "What?" He asked.

"They give it their all, while you, you only use half of your strength!" Saturn said. "That's what makes them strong and powerful while you are weak and pitiful, they are warriors! People who put everything they have on the line to fight and win! But you, my son! All you are is a playboy trying to play hero!" Saturn said with a disappointed tone.

Neptune glared and was furious at his father's words, but... he was right. Neptune had never fought seriously and never put everything he had on the line when fighting fellow hunters.

He had to do it.

He had to use his semblance.

Neptune snapped out of his hallucination of his father and looked at Elm, who just looked back at him with a smirk. Neptune then noticed that from behind, Neon charged at the Specialist and quickly delivered a strike to her head then when she was a bit in front, Neon struck Elm in the stomach before she skated right next to Neptune.

Neon looked at him, "Are you ok?" She asked.

Neptune nodded, "Yeah," he said, "Look, I'm gonna need time to activate my semblance, I haven't used it since I unlocked it, and before you ask, it's a long story, do you think you can hold her off until I get the feeling of using it back?" He asked.

Neon looked at him and smiled, "I'll try, but this party's getting a little crazy, so ya better hurry pretty boy," She said.

Neptune nodded and Neon activated her semblance and charged at Elm as she regained her composure. As she ran, Neon couldn't help but think back to the stories of her father her mother told her about...

A long time ago, Neon at the age of 11 walked with her mother back home, and Neon looked up at her mom with a raised brow. "Mom, what was dad like?" Neon asked with a smile, "What kind of huntsmen was he like?" she asked again.

Neon's mother, Michelle Katt, smiled down at her daughter, "Again?" She asked, "Well, like I said before Neon, your father was very much like you, upbeat, wild, and a bit of a prankster," She said.

Neon smiled hearing that, she was proud that she reminded her mother of her father.

"Even as a Huntsman, he remained the same, but he was the most amazing person I have ever known, he protected people from the Grimm all with a smile on his face, even after, reassuring the people he save that everything was going to be ok," Michelle told her daughter.

Neon smiled brightly, hearing that her father was a hero and that she was just like him, it made her proud, it made her want to be like him. Suddenly, her mother giggled, and this caused Neon to raise a brow in confusion.

"What's so funny Mom?" Neon asked.

"I'm just remembering something your father said," Mitchelle told her daughter.

"What?" she asked.

"One day, your father came home from a mission, and when he picked you up, you smiled and giggled and he cried tears of joy," Mitchelle told Neon, "He said that your smile made him strong, made him make sure that he would come home, and that he hoped that he would never see your smile fade," she finished.

Neon couldn't help but feel pride inside her, knowing that her smile made her father keep going on, keep fighting for what was right. At the time, that was her simple thinking, after all, she did not know the dangers and terror that he faced in his job, but that helped pushed her, pushed to be just like her father and to keep smiling, no matter what because it's what her father wanted.

Of course, there were tough times, times when her smile wavered and she didn't believe in herself, times when she would be discriminated against, bullied, and abused by others, and times were no one believed in her or told she wasn't meant for the path she had chosen.

When time's like that happened, she remembered her mother's words and would look in the mirror and smile, his, How she was treated growing up, her single mother, why she is so hyperactive, and why she wanted to be a Huntsmen.

When she finally made it into Atlas Academy, she was partnered up with Flynt, and when she learned he was born up in Atlas, she at first thought she was going to be like some of the other students she had met, racist or a brat, but he was different. He was laid back, smart, and caring, he didn't care about her being a faunus, he simply cared about her as a person.

She trusted enough to talk to him about the days when she felt out of the funk, and he would listen to her.

"When those brats and racists start something, just keep proving them wrong, just like you have been doing," Flynt said, he then smiled as he spun his trumpet, "Show them your fangs, Neon, and they'll melt like piss hitting the snow,"

Neon chuckled at his colorful phrasing, "Thanks, Flynt," She told him, "It's good to know that I have you watching my back," she said.

"Someone's got to, you're too much of a loose cannon," He told her with a chuckle.

Since then, she knew Flynt would always have her back and that there was another person who believed in her.

'Show them my fangs!' Neon told herself, 'I have to keep fighting! I've come this far! I'm facing an S-Class Huntress! This is where I need to prove to myself that I can do this! I'LL SHOW SPECIALIST ELM MY FANGS!'

Neon charged at Elm twirled her nun-chucks and delivered as many hits as she could, and while landing a few, Elm didn't seem fazed at all, and the buff woman raised her hammer up, ready to bring it down on the faunus girl, but quickly, Neon moved out of the way and zipped around to the back of the specialist and delivered two strikes to the side of Elm, actually causing the bigger woman to wince in pain.

Elm turned around and swung her hammer at Neon, but thankfully, Neon managed to dodge that attack, Elm charged forward and pulled her hammer back but then, she activated the boosters on the back of her hammer. Neon's eyes went wide as she saw Elm swing at her, and strike Neon in her right side, sending her crashing into a building and worse, nearly breaking her aura in the process.

Neon winced in pain and looked up to see Elm standing above her and looking down at her with a smile, "You fought hard kid, but not hard enough," Elm said.

Neon wanted to argue but then she saw something in the corner of her and smiled at the specialist, "You look a little parched, Ms. Elm, how about some water?" Neon asked.

Elm was confused, but her confusion turned to shock as she was suddenly thrown backward hard, she fell to the ground and she soon realized that what had struck her was water, she got back up to look at Neptune who stood in front of her and helped Neon back up.

Elm smiled at the two, "So, you still got some fight in you kid?" Elm asked.

Neptune didn't answer and looked at Neon, "You ok?" He asked.

Neon nodded, "Yeah," She replied.

"Can you still fight?" He asked.

Neon looked at him and smiled, "Do cats always land on their feet?" She asked.

Having his answer, Neptune smiled at her and looked forward toward Elm, "Alright then, let's do this!" he cried.

Neptune then raised his trident into the air and the snow around him began to melt and form back into liquid form, the more the snow melted the more amount of water surrounded Neptune. Neon and Elm were in shock at just how strong his semblance was, and quickly Elm charged at him, however, the Mistral student shot the water at the older woman, hitting her and sending her back farther, once the attack of liquid ceased, Elm got up only to see Neon's nun-chick coming right at her face, and she was to late to dodge, and was struck, she staggered backward and Neon then swung her other nun-chuck at Elm's left side and the attack hit, causing the older woman to groan.

Elm quickly regained herself and swing her hammer, but Neon jumped out of the way, and from behind her, Neptune appeared with his trident at the ready, he thrust forward, and a het of water struck Elm in the face, however, when Neptune landed, he felt one of Elm's feet land on his and then suddenly, Elm's foot glowed and her foot and Neptune's were struck to the ground.

Elm looked at him with a smile, "My semblance kid, right now, you and I are stuck to this very spot!" She cried.

Elm pulled her hammer back, however, a sudden shift in weight threw her off, she looked back to see Neon grabbing her Hammer, trying to stop her, but Elm simply smiled and once again activated the boosters on her hammer, causing Neon's eyes to go wide, she then thrust her hammer forward, carrying Neon with her, smashing both her hammer and Neon against Neptune, causing the boy's Aura to go down very low. Both were smashing into the ground, where a good-sized crater was created.

Elm undid her semblance and backed away, looking at the teens with a smile as they were on the ground, barely able to get up.

"You kids put up one hell of a fight, but you're still too green to match up to me," Elm said with a smile, "I'm the best of the best, you two had no chance,"

Suddenly, Water rose up and surrounded Elm, she was shocked at Neptune still had enough strength to use his semblance, and tried to escape, however, the water was faster as it quickly closed around her and she was stuck in a large ball of water, much like Neptune was all those years ago.

Elm tried to escape but she was unable to, Neptune thought quickly and activate the electric dust in the end of his trident and held it firmly, looking at Elm. "No chance huh?" Neptune asked. "I thought the same thing, but then I remembered three people who wouldn't care if they had a chance or not, they'd still fight like hell!" Neptune cried.

Suddenly, the ball of water broke and Elm fell to the ground, coughing and slowly getting up, seeing this, Neptune quickly twirled his trident around and pulled back, ready to throw it.

"IF THOSE THREE CAN DEFY THE ODDS THEN SO CAN I!" Neptune cried, "THIS IS WHERE YOU GO DOWN!"

Neptune threw his trident and it shot toward Elm, however, she deflected the trident up into the air above her, and Neptune's eyes widened in shock, thinking that he had failed, however, a rainbow streak zoomed behind him and shot up the side of the wall and into the air catching his trident and was now above Elm.

Neon caught Neptune's weapon and looked down at Elm with a glare, "THIS ONE'S FOR PENNY!" Neon cried as she threw it back down.

Elm looked up ready to deflect it again, pulling her hammer back like a bat, however, Neptune collected water and put it into a small yet powerful jet stream, and shot it forward, hitting Elm's hammer like a bullet and knocking it out of her hands. Elm was shocked, but before she could act, the trident struck her and shocked her, greatly due to her being soaked in water, the shock was great enough that Elm was quickly knocked out, falling to the ground hard.

Once she fell, Neon fell back to the ground as well hard, and Neptune fell to his knees, both letting out ragged breaths.

"We did it..." Neptune said with a smile.

Neon nodded with a big grin on her face, "We... Freaking... won!" She cried, "We beat... an S-Class Huntress! Oh, man! H-How cool is that!?"

Neptune smiled and nodded, "Pretty cool..." He chuckled.

Neon giggled, "Just wait until Flynt and the other's here about this! Oh, they are gonna be so Jealous!" She said.

Neptune couldn't help but agree, this was gonna be one hell of a story to tell his team when he got back, well, if he got back and was arrested by the Atlas Military. However, he then thought about Jaune and Ciel, and realized they were no doubt having to deal with Winter all by themselves, and Neptune knew what she was capable of, and he knew that in a way, Winter was much more powerful than Elm by a long mile, and he began to worry.

He looked at Neon, "Can you walk?" He asked.

Neon shook her head, "I don't think I can, I'm too tired and I can already feel my body getting sore," She said, "Why? What's wrong?" She asked.

"Jaune and Ciel might be in trouble," Neptune said.

Neon realized he was right, but looked at him, "Even if we could reach them, we wouldn't be much help, we can barely stand as it is," She said.

Neptune realized she was right and nodded, "Right... but still," He began before turning to look up at the floating city, "I hope those two can win," He finished.

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Neptune and Neon have won! But it sure was a tough battle! Also, thank AutoHunterJ49 for the backstory of Neptune, I borrowed it from them. They and I have been sharing a lot of ideas together and at this point, they are almost like the 2nd creator of this story!

So thank you AutoHunterJ49! You've been a great friend!

Here's what will happen next in Chapter 39!

A bullhead carrying a mysterious figure lands in Atlas. Jaune and Ciel face off against Winter up in Atlas, and Betty offers the Beacon brigade some much-needed training!