Volume 3, Chapter 33:

The Doctor: So...you've seen it happen before?...

Willow: The regeneration? No. But to see you with a brand-new face? Yes. I know I can't say much of events that have yet to occur especially for you, but these events have already happened to me, few years after last seeing you and the girls.

The Doctor: So I do give in after all...

Willow: It's so different...how you take regeneration now compared to the version of yourself when I was 21. Here, you are scared, hurt, gutted, trying to be strong, refusing to change...but the Doctor you become eventually later on...he just sees the new face and complains the cons of a new face.

The Doctor: You... must've been confused when you found out that is me and not this silly, young face.

Willow: Oh, I was. I was in complete denial but at the same time, just amazed by this. But my father instantly knew it was you the moment you crashed.

The Doctor: *scoffs and chuckles* Nicholas Schnee. Nothing can get past that man, not even a new look for me.

Willow: Father just had a feeling. When I asked him how he knew it was you, he only said "Who else would it be crashing with a blue box?"

The Doctor: He's got a point there. It's all Wibbly Wobbly Timey Wimey for you.

Willow: *chuckles* I'm sorry?

The Doctor: To see me with this face when you were just a small child, then when you were 18, then I was different person during your young adult years, and now you see me again with this face.

Willow: It...truly is complicated. He mentioned something like that as well and said that exact wibbly phrase of yours. *Sighs softly and pats his back* Doctor, sooner or later, you'll have to understand that you can't stay like this forever.

The Doctor: But this...this is who I truly am. This is my actual body, my actual self. Regenerating means...I become someone else that isn't me...I just become a memory of the new Doctor.

Willow: The you with a different look would disagree. He said that looking back at it when you first regenerated, he was scared but eventually he let go of it as he learned to adapt to the new body and personality while still being that same young boy that came to this universe. That it's simply just...seasonal changing.

The Doctor: Seasonal changing? I said that?! Oh good heavens. *Covers my face*

Willow: *chuckles* That version of you is a handy one. Just a heads up for when that time comes. He told me that eventually you do go through this process of holding out the regeneration but eventually you'll give in...once you accept it.

The Doctor took Willow's words deep and looked at his hand. She has already met a future incarnation of himself in her past and he seems to have matured more than how he is now and he shrugs off regeneration as a "seasonal change". He wasn't ready to go yet, he still refuses the regeneration, but he was starting to understand that his time will come...

A sudden knock was heard at the doors as Willow opened it to a worried Weiss which immediately got Willow and the Doctor's attention.

Willow: Weiss?

Weiss: You need to see this, now!

Inside in the main entrance of the Schnee Mansion, a loud alarm was ringing off as the Doctor deactivated it with his Sonic then pulled out his scroll, enlarging it for everyone to see with a disturbing and heartbreaking sight.

CCT Voice: This is an emergency CCT broadcast.

The SDC evacuation ships were being blasted by Atlesian ships then crashing towards the ground as screams were heard in the background followed by more explosions. Everyone watched in horror with few of them mixed with horror and anger.

Yang: What's going on?

Weiss: Those ships, they were going to save people! Why would-

The broadcast changed from the crash of the SDC ships to James Ironwood in a dark room with one light displaying him. All that horror immediately changed to pure anger and rage now knowing he was the one who made the call.

Ironwood: I have always promised to defend this Kingdom. Its technology, its future, from those who would see it destroyed. Our enemy is crippled, but one individual still denies Atlas its salvation. The Protector of Mantle. Penny, wherever you and your friends are, I need you all to listen. I know how much Mantle means to you, so I'm going to give you a choice. You can bring yourself to Atlas Academy and do your duty, help me save as much of Atlas as I can, and Mantle will be left to fend for itself. Or... you can all watch as I destroy it.

Everyone gasped and covered their mouths by Ironwood's grim message while the Doctor only saw Rassilon in front of him. There was no more James Ironwood but the man who was corrupted by power and did everything to save himself, letting the people suffer.

Ironwood: My fighter ships are surrounding the crater and will not hesitate to fire. If there is no Mantle then there is no reason for you not to work with me. Neither of us want it to come to that, but one of us is willing to do it. If anyone tries anything other than what I've ordered, Mantle...is gone. You have one hour to respond. I hope you live up to the title I gave you.

The broadcast ended as everyone looked at each other with concern, not to mention that Penny was still unconscious. The Doctor had his thinking look on, but it was one with anger inside of him as well as Team RWBY looked at him.

Weiss: Doctor...

Ruby: What do we do?

Back at Atlas Academy, Ironwood and Winter walked down the hallway as two guards passed by and saluted the General but had a look of fear in their faces instead of the normal, confident expression. Winter noticed and it pained her as the two entered the office with the Ace-Ops already inside.

Elm: Of course he's not going to do it.

Marrow: So what, he's bluffing? With the whole city?

Vine: It may finally push the kids to see reason.

Harriet: Who cares?

Ironwood: Good, you're here. I need a squad of drones in standby at the edges of the crater.

Winter: *eyes widened* S-Sir, what for?

Ironwood: I believe I was clear in the broadcast. If they give me a reason, I'm gonna remove Mantle from the equation. This is how we save Atlas.

Everyone remained in complete shock by the cold response from Ironwood. He was not lying after all about eliminating Mantle, just to get what he needs. Ironwood proceeded to walk away until Marrow stepped forward, a look that he has had enough.

Marrow: COWARD! MURDER! TYRANT! POWER HUNGRY MANIAC!

Harriet: MARROW!

Marrow: You call this saving Atlas? Doing Salem's job for her? I believed in you! I thought we could work towards something better. But now you're throwing it all away.

Harriet: *Grabs his shoulder* If you don't shut your mouth, I'm going to do it for you.

Vine: If this is what gets the children to cooperate, then it's worth it.

Elm: I don't like this either, but the top priority is...

Marrow: BULLSHIT! Do you even believe what you're saying anymore? Do any of you believe in anything? I used to wear this rank with pride. Now I see it for what it really is: a collar. I'm done. I'm done with you three *glares at Ironwood* And I'm done with you. I'm doing what everyone else out there is doing, standing with the Doctor.

The three remaining Ace-Ops were left speechless, not knowing how to respond or take action as Marrow walked past them then walked past Ironwood who only looked at him before pulling out his gun and aiming it right at Marrow. Marrow heard it and was about to speak out with his semblance until he got knocked out cold by Winter.

Winter: You want a collar? Fine. *Restrains him and picks him up* I'll throw this traitor in the brig. Where he belongs.

Winter made her leave with Marrow as Ironwood placed his gun away and continued his walk, waiting for the response back from Penny. Once the two made the elevator and began to head down, Winter removed the restraints from Marrow, leaving him confused.

Marrow: So, you're not arresting me?

Winter: No. Ironwood's got to be stopped.

Marrow: Then why did you hit me?!

Winter: Because you were about to get killed if I didn't do something. *sighs* Everything the Doctor said about how he saw the General as Rassilon was all in clear sight. Now he's threatening to kill the people in Mantle. We need to act now. *Pulls out my scroll*

Marrow: What are you doing?

Winter: *sighs* What I should've done ages ago, getting in touch with my sister. We're going to need help.

Back at the Schnee Manor inside the dining room, everyone with the exception of Willow, Shalka, Penny, and Klein were there trying to figure out the next step. Whitley made his way in as Weiss approached him.

Weiss: What did mom say?

Whitley: The other kingdoms, specifically Vacuo confirmed they cannot approach Atlas. It would put the people in the crater and themselves in massive danger.

The Doctor: It would start another war inside of an ongoing war. *Sighs and rubs my head* Brings back more memories.

Yang: *sighs* Okay, Ironwood wants Penny, otherwise Mantle is done for. So, how do we stop him?

Blake: Qrow and Robyn are still in his custody, and May said that the Atlas security drones are watching the crater, so they're trapped too.

Oscar: And Salem isn't going to stay gone for much longer.

Ruby: So then, it's impossible.

Emerald: See? If Miss Hero with all the answers doesn't have an answer, then we have ours.

Weiss: Shut up!

Yang: *stands up pissed off* Okay, then why don't you just leave?!

Oscar: Can we please just give each other a chance? Emerald's not with Salem anymore, and Ozpin is back. All of this doubt and worry and distrust, it isn't getting us anywhere.

The Doctor: The effects of going separate ways. THIS...This is what I was referring to back at the restaurant. We put ourselves in this now we need to get out of it so the plan moves forward. For starters, a good majority of Mantle has already been evacuated, the Cyber Monstra with a majority of the Cybermen and Cyber Grimm are destroyed, and most importantly, Ruby's message was heard and passed around the universe.

Ruby: Wait, Hold on. Everything seemed right until that last part. Around the universe?

The Doctor: Yes, I've adjusted the broadcast range, made sure that not only would the message be heard across Remnant but also life beyond. Species we have met, friends we have made along the way, allies that we helped, they heard your message. They know the threat of Salem and they are going to come when the time for the ultimate battle happens. That is the start of Salem's defeat.

Weiss: Doctor...you Madman...

Jaune: That's huge right? It's pretty much like that scene in Avengers: Endgame when all the heroes meet in the final battle to fight Thanos and his army!

Everyone all looked at Jaune with a mix of confusion and hilarious as he blinked in double take before sitting back down in embarrassment with a giggle from Nora.

The Doctor: You could say that. But it's going to take a while before they do get here, right now we have to focus on getting those people out and the people of Atlas.

Oscar: It makes it slightly difficult with Salem coming back, the Lone Cyberman still out there as well considering he has factories across Remnant. The General's threat has also made it difficult.

Ruby: *slams my hands on the table* Then nothing has changed! We're in the exact same spot we were yesterday. *Tears fall and runs out*

Yang: Ruby! *Runs after her*

Weiss and Blake were also going to make a run for it until the Doctor stopped them both, and giving them a clear signal to stay behind. They wanted to counterattack but listened to him and sat back down.

The Doctor: Friends, Allies, Lovers, when it comes to troubling times, there's many ways to have people comfort you. But the most important comfort is that of family. *Looks at Emerald* That's why Hazel was different with you compared to the others.

Emerald: *closes eyes and breathes shakily* Why...Why did he have to do that...when he had the chance to escape with us...

Oscar: I see now...He saw you differently because he saw his sister, Gretchen, in you. His anger said everything I needed to know about what happened with a bit of backstory from Ozpin's side as well. Gretchen was scared about being a huntress, but she did it so she can protect her family and her brother. Hazel saw that same fear in Emerald's eyes when she was beginning to have second thought about everything.

Emerald: *sniffs* So...it wasn't because new to all of this-

The Doctor: No. He did it because he did not want you to go through that same fate as his sister. It meant by not being a huntress and getting the chance to do what he wished he could have done, be there by her side. Now it's time for you to continue what he needs you to do, Braveheart.

Emerald kept comforting herself, letting the tears fall as she looked up and thought about Hazel. He did more for her than anyone else ever did and she wished she could have thanked him for that. All she hoped now was that he was free and reunited with his sister.

Ruby was on her own, holding on to a stone pole by the staircase as Yang made her way there and found her sister. She reached to her but then saw where the fallen armor was and there still remained the skeletal arm of the Hound.

Yang: You know, that giant hound kicked us around like we were nothing. But Blake said you, the Schnee's, and that Ice Warrior managed to take it down. Still having to one-up your big sis, huh?

Ruby: Did she tell you what it was? Underneath?

Yang: Yeah...

Ruby: You know what that means then.

Yang: *sighs* I wouldn't worry about that-

Ruby: That's what happened to Mom.

Yang couldn't hold herself and collapsed to her knees, looking down, tears falling, breathing trembling as those horrifying thoughts climbed to their minds as tears also fell from Ruby.

Ruby: When I saw its eyes, I knew. Salem used to kill people with Silver Eyes, like Maria. But she's always wanted me alive. But why would that change unless, when she met Mom, she learned she could do something new...

Yang: *sniffs and looks at her* Ruby.

Ruby: *looks at Yang* We shouldn't lie to ourselves. I've wasted our time getting Amity up, thinking help would come-

Yang: And it will! Didn't you just hear what the Doctor said, we are going to have the universe by our side! I know we didn't see eye to eye...and we said things we shouldn't have said. You were being optimistic. *Sits next to her and holds her hand* Look, blind optimism isn't great, but no optimism means we already lost. We need hope. We need to take risks.

Yang: Mom took a risk the day she left, and I don't think...I don't think it went the way she wanted it to. *Hugs Ruby* But she's still my hero.

Ruby let out more tears as she returned the hug with Yang for an emotional embrace between sisters, remembering their dear mother, hoping that wherever she is, she's resting and guarding them. The embrace broke when a loud CRASH was heard from above followed by a loud thud outside. They looked behind to see everyone making a run towards outside as the two sisters followed and saw Penny outside with her eyes red.

Penny: I can no longer be delayed.

Ruby: No...*speeds towards her and holds her by the waist* PENNY! PLEASE!

Penny: *twitches between red and green* I...I must...open the Vault. I, I do not want...Ah! Ruby, stop me!

Ruby: PENNY!

The Doctor: We need to hold her down so I can use my Sonic to kill the glitch! Weiss, slow her down!

Penny: I must open the Vault and self-terminate.

Weiss made a run for it and activated her time powers then used it to slow both Penny and Ruby while the Doctor activated it his Sonic, trying to kill the virus inside of Penny but instead, the Sonic jammed up with sparks flying out, shocking the Doctor himself.

The Doctor: What?! That's never happened before!

Yang: LOOK OUT!

Despite being slowed down, Penny activated her Maiden powers to release a massive whirlwind, sending everyone flying back. Penny activated her thrusters and tried to fly off with Ruby holding on to her. Suddenly, Penny is brought back down by Weiss then uses her Sonic Myrtenaster to freeze Penny's legs, Blake used Gambol shroud to hold Penny by the right arm, Ren using his hooks around Penny's left arm while Jaune, Nora, Yang, and Oscar grabbed the chords to keep her down.

The Doctor: We need more heavy power to keep her down. She'll try to activate her Maiden powers again!

Emerald made a run towards the group and used her chains from her weapon to wrap around Penny's shoulders and pull as well. Shalka marched forward in front of Penny and simply held her by the shoulders as well but kept her down as her chance of flying was no more but she was now trying to create a blizzard to escape everyone.

Emerald: JAUNE! DOCTOR! NOW!

Jaune nodded and slide down, now facing Penny as he powered up his semblance and boosted her Aura. The Doctor retried a different method with his Sonic, this time hacking to her system for manual command.

The Doctor: Stop! Polendina Droid 2.0! Penny Polendina! Analyse stop analyse stop. Initiate input. Commence shutdown protocol. No conflict. Conclusion!

Another glyph, similar to Weiss appeared, completely trapping Penny as behind the Doctor was Willow Schnee using her sword to activate the glyph followed by a force compressor by Dalek Khan, weakening Penny. The combo of the Doctor's manual control and Jaune's semblance returned Penny's eyes to green as her and Ruby looked at each other.

Ruby: Penny please. Tell me how to help you.

Penny: Kill me...

Ruby: *eyes widened* NO!

Penny: Kill me. And I can make sure the power goes to you. *Twitches again* Please...Please! I cannot fight it!

Nora: Yes you can! It's just a part of you, remember? If you were only a machine, you never could have fought back for this long.

Ruby: She's right! She's right! HURRY JAUNE!

The Doctor: Artificer Artificer. Stop. Confirm stop override final input code.

The command from the Doctor's Sonic plus Jaune's Aura boost seemed to have worked as Penny's eyes stopped glitching, deactivating her Maiden powers as well and sitting on the ground as everyone fell or sat as well to take a heavy breather. Ruby however, did not let go of Penny which she noticed and held both Ruby's hands.

Jaune: Did...I stop the virus?

The Doctor: Not exactly. You did something to prove the impossible. I only made the command to temporary shut down her system. Penny has something, no machine, not even a Cybermen would have.

Ruby: *gasps* Penny...you've got an Aura, Penny, a soul. YOU HAVE A SOUL! That's who you are, our friend, not a machine.

Penny placed her hand on her heart and took that information deep inside. It made sense why despite being a machine, she felt emotions, she felt like she could run around the world, she felt something beyond the normal for Ruby Rose.

The Doctor: You know when grown-ups tell you everything's going to be fine, but you really think they're lying to make you feel better? Everything's going to be fine. As long as we are hopeful and we have so much good in us. Goodness is not goodness that seeks advantage. Good is good in the final hour, in the deepest pit without hope, without witness, without reward.

Emerald: Look, back inside before all of this happened; I think you're wrong, by the way. I highly doubt you're in the same place you started. I-I mean, yeah, y-you guys have been getting your asses kicked, some of that my fault, but like, you're at war. You're gonna take hits. *Looks to the side* Look, I'm just going to be super pissed if you all finally decided to give up the moment I switch sides.

Oscar: *smiles* Switched sides, huh?

Emerald: *crosses my arms embarrassed* Or like, whatever.

The Doctor: You all wonder...how am I able to go this far, why do I go this far with a bunch of hope and risk to save Remnant and these people. It's not just because I see it as my second home...but I see it...approaching the same nightmare Gallifrey went through...and it led to the Time War...*looks at Emerald* Your semblance creates hallucinations, we've all seen it before.

Emerald: Oh...yeah...*rubs my arm*

The Doctor: 305 years of being here and I was able to learn so much about Remnant and the little traits you lots have such as aura and semblance. Semblances have its limits but it also has its unique advances and if used for good, it can be beautiful. Emerald, your semblance is based on the ability to modify the sensory information in a person's head while their brain is processing it. But you can do more than you believe.

Emerald: W-What do you mean?

The Doctor: Place your hands to side of my head, concentrate, see my mind, and create the illusion I want to display.

Emerald: W-Whoa, that's too heavy! I don't even know if I have that ability to do so and it takes so much aura from me.

The Doctor: It won't. I need you to trust on me and do what I ask.

Emerald had a bit of doubt on her face and looked over at Oscar who gives her a nod which is enough to give her confidence. The others watched as Emerald placed her hands on the Doctor's head, closed her eyes, and focused. Her hands glowed green as the entire area surrounding everyone changed from the Schnee Mansion...

...To Gallifrey...

...On the day of the Time War...

The Doctor grabbed Emerald's hand so she could open her eyes as well and saw it as well, joining the gasps and horrified expressions with everyone else. War, Destruction, Death, all around them as screams were heard followed by explosions. Dalek Khan looked around and lowered his eyestalk in guilt but was received a pat on the back by Blake while the others continued to see the horror the Doctor went through.

The Doctor: What you see here...is a vision of what I went through...the Last Great Time War. The War of all Wars between the Daleks and the Time Lords.

They all saw multiple Daleks roaming around and flying around with a few surrounding hostages shouting "EXTERMINATE" and killing off people which none of the gang wanted to see. This was not like any war they have read about in the history of Remnant even their worst one did not look like a war compared to the Time War.

The Doctor: Lives were being taken minute by minute, our home collapsing, our military outnumbered and exterminated, and Rassilon...sacrificing these people just to survive...but there was one man the Daleks feared, the one man that carried this war on his shoulder, being the odd that kept this war from being in the Daleks victory, the one man who burned it all...so that no one would win nor survive...The Doctor...

Through the smoke and there he was, the Doctor, the Original walking through the flames and destroyed Daleks. Team JNOR, Willow, Whitley, Emerald, and Penny saw their Doctor, Team RWBY saw the 12th Doctor, but Shalka, Dalek Khan, and the Doctor saw the War Doctor, the strong but fragile old man who wanted nothing with this war but was the one who ended it.

The Doctor: What he did, he did without choice. It was only way to end this war, he found me, and he's the reason I survived.

The Original Doctor disappeared into the smoke again, only for the Remnant Doctor to now appear out of it, surprising everyone to see their Doctor before they met him, before he crashed into their universe, running away with Dalek Khan by his side until they disappeared again until the noise of the TARDIS was heard, leaving Gallifrey.

The Doctor closed his eyes as Emerald made the illusion disappear, for it was too much for her to hold on and to witness. The last image he had of Gallifrey as everyone looked at him with such pain and sadness. They thought they knew about the Time War he went through, until they saw it from his own eyes.

The Doctor: My parents died...in an explosion and they used themselves as shields to cover me. When I regained consciousness, I found them there...motionless. I blamed myself in that moment and wanted to end my own life as well when the Daleks approached me. But the Doctor came in on time, destroying those Daleks, saving me, and giving me the words I needed to hear. My parents...sacrificed themselves...so I can run and survive...Gallifrey burned; the Time War came to an end with no winner between two almighty races but instead extinction. That's why I'm here, that's why I'm doing everything I can, why I wanted all of you to come together. I will not let this planet nor its people fall. WE won't let Remnant fall. We aren't soldiers like the General or the Ace-Ops, we are protectors of our home.

Everyone took the Doctor's words deeply in them and looked at each other. They saw what he went through and now they were close to having that same scenario happen to them here. They didn't want that. They weren't going to allow that. Nora was the first to step forward, getting the Doctor's attention.

Nora: You're right. We won't let Remnant fall, this is our home. People here need us just as we need them.

Yang: Even when it seems like the War is inevitable to stop, we'll still be ready to fight for our planet. To fight for our friends and family.

Weiss: And we are no longer doing it separately, we are doing this...Together.

Ruby: Together.

Blake: Together.

Jaune: Together.

Ren: Together.

Yang: Together. Whatever it takes.

Oscar: If you all wouldn't mind, I really think Ozpin would like to say something.

Ruby: *nods* Go ahead.

Ozpin: *takes over and sighs* I was recently reminded of an old fairy tale. A young girl flees the consequences of a choice, to a magical place. But, having never learned from her initial failure, she only succeeds in spreading it. I failed all of you. I should have trusted you with the truth and should never have run the day you discovered it.

Yang: It was rough, but...

Blake: I think after everything that's happened here, we understand. Trust is...

Weiss: Trust is a risk.

Ozpin: And I hope it's a risk you can take on me again.

The Doctor: *nods* This is who we are, right here, right now. All that counts is here and now, and this is us! Trust is indeed a risk and as I mentioned before, Courage isn't just a matter of not being frightened, you know. It's being afraid and doing what you have to do, anyway. We're all scared, we're unsure of how things can go, but the best to remember is to make a stand, make an impact, do what needs to be done...Remnant Falls No More.

Penny: *twitches and grunts* I can still feel it fighting me.

Jaune: I can't just keep amping her forever.

Ren: And we can't keep Ironwood waiting.

Nora: Guys, she has to go to the Vault.

Ruby: *thinks* That's...actually a risk we haven't considered.

The Doctor: And what is the General waiting for? Penny is right here with us. He wants her, let him come.

Weiss: Guys...*shows my scroll* I think we're getting some more help from the inside.

General Ironwood remained in the vault as it is going to be an hour since his message came out. His scroll rang and clicked on it to hear Ruby's voice.

Ruby: She'll do it.

Ironwood: The Academy entrance. Penny comes alone. *Hangs up*

Winter: Sir?

Ironwood: Winter, report.

Winter: They lied to you. They're coming alright. *Shows the location of Penny* They thought they would outsmart us.

Ironwood: Of course they would pull more tricks on us. Prepare the ship and alert the Ace-Ops, we're going to the Schnee Mansion.

Winter: And what about them?

Ironwood: I'll have my soldiers deal with them.

The two made their way back up with Winter looking down at her scroll and taking a deep breath as she hoped this plan would work. The final hours of Atlas and Mantle were approaching.