Here we are everyone…

Everything from the start of this story has been built up to this. The climatic final battle for not only this arc, but the Vale saga as a whole!

I have been waiting so long to write this battle, and I can't wait for you all to see what I have planned. Some things will remain the same as they did in canon, others will be different, but it's still going to be one hell of a ride either way.

With that being said, let's get started!

The Battle of Beacon

"Where is Eggman?"

That was the question that was asked by General Ironwood as he sat across from the captured shapeshifter, Mimic, shortly after being brought in by Teams Sonic, RWBY, Dark, and JNPR after the destruction of Merlot's laboratory. The general sat on one side of a table while Mimic himself was on a chair on the other side, his hands cuffed behind him as a pair of armed Atlesian soldiers stood behind the shapeshifter to make sure he didn't try anything.

"I heard you have robotic prosthetics." Mimic said to the general. "Kinda easy to see, at least with the arm." He gestured to Ironwood's right arm, the only hand that had a glove over it. "But was part of your brain ripped out too?"

"Answer the question." Ironwood glared.

"And I'm saying you can figure that answer out on your own." Mimic replied. "Merlot's dead, and I'm not. That guy was a fanatic, but I'm a professional. I take what information I can, but I'm also careful not to take so much that it makes me a liability. The fact that Eggman even left me alive should give you the answer that you need: I got no clue where he is."

"Because knowing so would make you a liability." Ironwood quoted him. "Is that the reason you betrayed your old team?"

"So, Sonic and the others told you, hmm?" Mimic was neither surprised nor impressed. "Why do you care? You never knew them."

"That doesn't make you any less of a snake." Ironwood narrowed his eyes.

"Judge me all you want. I'm a professional, remember? I don't care if you disapprove of my methods." Mimic smirked.

"What I care about, is what information you do have." Ironwood was getting more irritated by the minute. "You might not know where Eggman is currently, but I imagine you've been around him long enough to at least get an idea. So, where do you think he's going to be? And when?"

Mimic's smirk only grew as he used his natural abilities to take the form of Eggman himself. "How about right here? Right now?"

"Don't play games with me." Ironwood glared.

In response, Mimic took the form of the general himself. "Oh, you don't want to play games with me?"

"I thought you were a professional." Ironwood said as he clenched his fists together in anger.

Mimic shapeshifted yet again, this time into Winter. "Doesn't mean that I don't enjoy doing what I do. By the way, this is a pretty little face you got here. You sure your relationship with little Miss Schnee here is professional?" He then shapeshifted into Glynda Goodwitch. "Or do you prefer older women?"

Ironwood appeared to have had enough as he stood up volatilly from his chair, looking read to beat Mimic to a pulp right then and there…

"That's quite enough, General." Ozpin stepped in behind him, placing a firm yet comforting hand on his shoulder, which seemed to calm Ironwood down. "Let me have a go, now. Take some time to cool down."

Ironwood gave a sigh to calm himself. "I'll leave my men here, just in case." He said, to which Ozpin nodded before walking out of the room, leaving Ozpin to face Mimic as he shapeshifted back to his natural form. Ozpin then sat across from Mimic, before placing a tray of cookies in front of him, to which Mimic looked more amused than anything else.

"The old 'good cop, bad cop' routine." He mused.

"I am merely offering you something sweet to eat." Ozpin said. "I can't imagine the food they are giving you is particularly tasty."

"Hard pass." Mimic shook his head. "Not taking any chances that you put something in them."

"Do you really think I'd do something like that?" Ozpin asked.

"To a known killer who sold out his teammates? Yep." Mimic replied. "And if not, then it's a manipulation tactic. I know one when I see one."

"Why did you do it?" Ozpin asked. "Why did you betray your team and join Doctor Eggman?"

"I'm sure Sonic's already told you…" Mimic replied.

"Yes, but I'd still like to hear your side of the story." Ozpin offered.

"Ah, I see what this is." Mimic began. "Trying to get me on your side. You want a confession, try and find some kind of lingering guilt that you can use to get me on a path of 'redemption'. Or at the very least, appease to my own need for survival since I'm a mercenary. Well, let me just set the record straight and tell you why I did what I did. The Hedgehogs were MIA at the time, and Eggman was set on complete world domination with no real opposition. My old co-workers still wanted to keep fighting, but I saw that our little crusade wasn't going to hold out, so I made the smart move, at least for my own freedom. I joined the Diamond Cutters to reap the rewards, but no reward was worth risking my own life over. Like I told the kid, those guys weren't my friends, not even my comrades, just a means to an end for me." He saw the look of disappointment in Ozpin's eyes, which only caused his smirk to grow. "What? I felt the winds of change back then… just like I feel them now."

"How do you mean by that?" Ozpin asked.

"I've seen a few recordings of you professor..." Mimic began. "...all your little speeches about peace and unity and all that jazz. But while you wear all that on your sleeve, I see the naked truth. You don't actually believe any of that, you just want other people too. I see the fear in your eyes, the fear that this fragile little society you've built is about to crumble. I don't know what exactly Eggman is doing, but I do know that the wolves are already at your door. And your only real defense…" He shapeshifted into none other than Ruby Rose. "Are a bunch of kids playing with deadly weapons like toys. Your little house of cards is about to fall, but I wonder who will be the one to take the fall, cause we both know it won't be you."

Ozpin gave a sigh of disappointment. "You underestimate the strength of people, and their faith in one another. We may be facing adversity, but we're all facing it together."

"Tell that to the White Fang." Mimic said as he turned back to normal. "Faunus rights and all that, cause you know that's gonna be a big mess. But hey, if you got nothing better to do, let's keep arguing in circles. Beats just me sitting my cell all day long, at least until the big event where it all comes crashing down. Thanks for the front row seat, by the way."

Seeing how he was not about to get anything from Mimic, Ozpin stood up from his spot and took back the untouched tray of cookies. "We shall see." He said before leaving.

End Flashback

Mimic was laying down on the seat of his cell within Ironwood's ship, his hands behind his head as he seemed rather relaxed, despite the thundering sounds of explosions outside, and the vibrations he felt through the ship's haul. Even though he couldn't see any of it, he recognized the sounds of battle and warfare. And he wasn't the least bit intimidated as his smirk had never left his face.

"Told ya, Prof. It all comes crashing down."

The night sky was now lit up with countless explosions as the aerial forces of the Atlas military engaged in battle with the flying robots that belonged to the Eggman Empire. While the Atlas ships, such as the Mantas and other gunships, were rather large; the flying Badniks that resembled birds, such as the Condors and Balkiries, were smaller and more nimble. The front most were quickly shot down by the raw firepower of the gunships, but this allowed those behind them to fly up, below, and around to get in close and fire guns and missiles at the gunships. The wings were the flying Badniks' primary targets, which would soon cause the ships to begin falling where gravity handled the rest.

But none of the flying Badniks ever got close enough to the much larger Atlesian airships, they were too big for their firepower, and the defenses built into them quickly made short work. But for every Balkiriy or Condor that was shot down, it seemed like three more would take their places as the Egg Fleet's own battleships produced several more from their underbellies.

As said flying battle ships made their way closer, their own heavier canons fired straight forward, blasting away several smaller gunships, taking out a few of their own robotic numbers along the way too, not that the mindless robotic drones that operated the controls of each battleship cared. But it was this heavier firepower that did deal damage to the Atlesian airships.

One of which was already on fire as a Sawfish Battleship, along with a pair of slightly smaller Mako Gunships on it's flanks, closed in on it, all three ships focusing their power on that single airship as explosions lit up all over the vessel, which was now beginning to fall towards the ground.

"We're losing altitude!" One of operators on the ship's bridge exclaimed.

"Engines are down! We can't fight anymore!" Another operator exclaimed.

"Have everyone evacuate the ship! I'll handle the three in front and give you cover!" Tails ordered over their shared communications channel.

Tails flew the Cyclone masterfully through the sky, flying quickly past the descending Atleasian vessel and gunning straight for the Sawfish and the two Mako on its sides. Despite the cannon fire that was shot in his direction, Tails was able to fly, maneuver, and spin around nearly every single shot as he got closer, gunning straight for the ramp at the nose of the central vessel.

Using his targeting system, Tails concentrated all his firepower onto the central part of the ship, just at the base of the nose to blow a hole clean open inside, one big enough for the whole Cyclone to enter. Less than a second later, multiple explosions erupted from within the vessel, leading all the way to the rear engines, which soon exploded just as the Cyclone emerged from the flames.

"Wahoo!" Tails cheered as the Sawfish battleship exploded behind him, the resulting explosion sent fiery debris into the pair of Mako gunships on its flank, causing them to blow up soon after.

"Thanks for that!" An Atlas soldier contacted him. "We were able to evacuate before the ship went down! Our forces are being dropped off back at Beacon campus to help on the ground. But the sky is not a friendly place right now!"

"I noticed. Just keep… Whoa!" Tails felt an explosion on the Cyclone's side. Though it's shields kept it from being too badly damage, the shockwave still rocked him in his seat. The young fox looked ahead at something that made his eyes widen in surprise. "Oh boy…"

What he saw in front of him was a large attack-squad of Egg-Hawks, similar to the one that Eggman (or rather Metal Sonic disguised as Eggman at that time) piloted way back when. But unlike before where it was mostly manned by robots, every Egg-Hawk had three living beings at the controls: one as the center pilot, and the other two manning the side artillery guns.

And every single one of them was a member of the White Fang.

"Mow them down! Send that Atlesian trash burning to the ground!" One White Fang agent who was at the cockpit of the frontmost Egg-Hawk called out, before all the Egg-Hawks flew forward as their pilots cheered and hollered, and opened fire on not only the Atlesian vessels in front of them, but even Tails himself.

"Whoa! Whoa!" Tails pulled the Cyclone downward diagonally as one Egg-Hawk flew in pursuit, all three of its main guns targeting and firing at his tail. "Sonic, the White Fang is here! Eggman's given them some of his most heavy artillery!"

"Yeah, figured!" Sonic said as he used his speed to burst his way through a horde of Badniks, sending a multitude of them flying in all directions. He soon came to a stop as a mass-produced Egg-Centaur landed directly in front of him.

"Hold still, blue boy!" The Egg-Centaur raised a large broadsword and tried to bring it down on Sonic, but the blue Hedgehog zoomed back to avoid the devastating slash that brought the sword to the ground. Seeing a split-second opening, Sonic used his trademark spindash to zoom up the sword and the arms of the Egg-Cerberus, drawing his sword the very instant he made it towards its head-unit, decapitating the machine right before he landed behind it. Turning backwards, Sonic saw the cockpit in the unit's back open, to reveal a White Fang pilot, who pulled out his gun to shoot at Sonic, but he was swiftly taken down by a homing attack.

"Got some WF goons down here too. Eggy's not the kind of guy to have living infantry." Sonic said before he leapt toward a group of ground-based Badniks to obliterate them all.

"This was likely an idea coined by Salem." Shadow assumed while he was airborne as he threw a hail of Chaos Spears to obliterate the Badniks below. And when he landed on the torn ground, he himself came face-to-face with an Egg-Centaur, that raised its front-most feet to try and crush him, Shadow simply teleported behind its head in mid-air and jammed Arondight into the neck area before pulling it up to bisect the head entirely. Using his sword, he easily cut apart the cockpit before it could open to grab the White Fang agent inside and throw him away.

Knuckles had run straight at the feet of an Egg-Centaur himself, avoiding the mace that it wielded, as well as the heavy feet before appearing right under it. He then jumped up, spun around like a corkscrew, and used his dual axe-blades of Galatine to easily tear his way through the lower half of the Egg-Centaur, leaving only the upper half that was blown away by the resulting explosion. He then went straight for a group of incoming Badniks with his fists and axe-blades to reduce them all to a pile of rubble.

"These guys are going down way too easy!" The red Echidna reported as he continued to smash, slice, and pound.

"This is only the beginning of Eggman's assault." Omega said as he grabbed two Egg-Pawns by their faces and uses his rear thrusters to boost himself and his captive robots into a pack of Badniks, using the two Egg-Pawns as both a shield and a battering ram to tear through the robots, as well as the two he held before facing an Egg-Cerberus of his own. "Now that the battle has begun, the surrounding Grimm will soon be drawn to the source of the conflict." The Egg-Centaur had raised its feet to try and crush Omega, only for the former Badnik to catch the feet in his metallic grip and use his rear boosters to give himself a boost up and to flip the Egg-Centaur over and upside down, where he proceeded to obliterate it, and the White Fang pilot inside, with a volley of missiles.

"Yeah, buckle up boys." Sonic said as he zoomed in close to Omega, with Shadow and Knuckles regrouping alongside them as they faced against several more Egg-Centaur units and even more smaller Badniks. "This is gonna be a long night." The blue Hedgehog said reluctantly before all four charged towards the enemy.

Despite the best efforts of Sonic and his friends, there were many Badnik forces that had managed to make their way past them, all consisting of Egg-Pawns, Egg-Knights, and Egg-Fighters, many wielding shields and swords or lances, some with none at all, and Egg-Gunners, that charged straight at the line of Atlesian Knight robots and Paladin mech-suits before the guns on both sides were fired. The stationary Atlas forces were able to blow away many of the frontmost Badniks, but that only seemed to push them back somewhat as the invading robots had the Atlas forces severely outnumbered and would soon close the gap.

The AKs would stay where they were, despite the advancing enemy and keep on shooting, though some were shot down themselves by the advancing Egg-Gunners, which thinned the defenses enough to allow those made for close-combat to close in and tear them apart, despite several being torn apart themselves. This too also made an opening for a line of the larger and more durable Egg-Hammers to gun straight for the Paladins.

A row of missiles were fired by the Atlas soldiers that operated their large mech suits, and while a few Egg Hammers were destroyed, many surveyed, though a few would lose their arms or even the sides of their faces, and close in to bring their mighty hammers down on the Paladins. A few were smashed to pieces, including the screaming pilots inside, but the others would soon engage in close-combat with the Egg-Hammers, smashing metal against metal as they threw themselves at one another.

One Egg Hammer, that already had its left arm obliterated and the right side of its face torn off had smashed the right leg of a Paladin to knock it down to the ground. The pilot inside could only look in fear as that very robot raised its hammer again to smash it to pieces…

Only for a mighty yell to echo through the air as Qrow Branwen suddenly appeared from above to drive his mighty sword into the opening of the Super Badnik's face before pulling the trigger to shoot the shotgun ammunition and blow its head clean off. Qrow then jumped from the falling Egg-Hammer and into a pack of smaller Badniks as his sword converted into its scythe-mode, which he spun in a circular motion to chop all the Badniks like they were in a blender.

Qrow however found himself against a line of Egg-Gunners, all of whom had their guns aimed directly at him. Suddenly, all the broken pieces of metal around him were telekinetically lifted into the air before they were sent forward like a hail of bullets to shred the Egg-Gunners like wet paper. All of this was from Glynda Goodwitch as she aimed her crop forward and walked by Qrow's side.

"How the hell does this guy make so many robots?" Qrow questioned. "Can't imagine how big his pocketbook is."

"Focus, Qrow. We're not done yet." Glynda told him as they saw even more Badniks marching their way, the man giving a long and exasperating sigh, much to Glynda's annoyance before they both readied themselves.

"It looks like everything is going as you thought it would, sir." Orbot reported as he and Cubot were at the operating stations of Eggman's current flagship, Eggman himself sitting in his command chair observing all the explosions in the sky with the Seer Grimm just a little bit behind him. "Sonic, Shadow, Knuckles, and Omega are on the front lines, with Tails taking on our aerial forces."

"The flying guys are doing great!" Cubot said. "But the ones on the ground are losing pretty badly."

"But of course, their just cannon fodder." Eggman brushed off. "It really doesn't matter if the White Fang win or lose. Their presence in this battle has all but sealed the Faunus' fate."

"Our ground forces do appear to have reached the front line of the Beacon campus, but the enemy seems to be holding the line." Orbot observed.

"Well, let's not let the adults have all the fun. Deploy the Buzz Bombers." Eggman ordered. "I want to see how some of my prototypes work against those meddling kids."

The hauls of several of Eggman's battleships opened up, which released at least two dozen large bug-shaped Badniks, all the size of Atlesian gunships, that gunned straight for Beacon campus. Though they flew at a slower pace compared to the Egg-Hawks or the smaller flying Badniks, this also allowed them to drop a series of bombs from their tails onto the ground below.

Though the most that suffered were from the Badniks, it did disrupt Sonic's charge a bit as he was blown back by a resulting shockwave. Sonic groaned a bit as he picked himself up to see the line of Buzz Bombers making their way towards Beacon Campus, flying too high for the ground forces to shoot down, but also low enough to avoid being caught in the on-going aerial battle.

"Heads up, Ruby! You guys got company!" Sonic relayed through his earpiece.

"I see em!" Ruby herself remained in the same perching position she was at on the northern side of the area surrounding Beacon tower when this battle begun. While Amy, Yang, Blake, Weiss, Jaune, Pyrrha, Nora, Ren, Penny, and Ciel, and even Zwei, were all near the main statue of the campus and all had their weapons out, with Penny hovering in the air with her jet-boosters.

Ruby looked through the scope to see the pack of Buzz Bombers breaking off in five groups and heading in separate directions, one group that consisted of four were heading right for them.

"They're splitting up!" She called to her teammates and friends.

"Focus on those in front of you!" Ciel ordered. "Leave the rest for our allies to handle!"

"Agreed!" Pyrrha had her Milo converted into its rifle mode and fired Nora, Blake, Ren, and Yang as they too fired the guns of their respective weapons, while Weiss swung her sword to send waves of Dust in the same manner. These long ranged attacks did seem to do damage to the front-most part of the Buzz Bombers, but not enough to stop them.

"Pyrrha, shoot at their wings!" Ruby told her as she fired Crescent Rose's rife-mode at the wing joints of one damaged Buzz Bomber.

"Excellent idea!" Pyrrha followed her lead by using her own rifle to fire at the wing joints of another mechanical bug. With their wings clipped, the two Buzz Bombers at the front fell hard to the ground in a fiery mess.

"I will deal with the two at the rear!" Penny focused her attention on the remaining two as she flew straight at them. Her own robotic sensors targeted the wing joints as she also calculated a flight path in-between them. After making the necessary calculations, Penny dispersed four of her swords in total, two pointing on each side, almost like wings, before shooting them out just as she flew past the Buzz Bombers, severing their wings and causing them to fall and skid to the ground.

"Got em!" Jaune smiled.

"Hell, yeah! Smash some bugs!" Yang pumped her fist.

"Hold it, that was too easy. Even for Eggman." Amy narrowed her eyes, her instincts telling her this wasn't over.

As she set down back near the group, Ciel approached Penny. "Do you see anything?"

Penny's eyes scanned the remains of the Buzz Bombers and she was quick to notice something. "There is movement inside!"

Even Blake picked it up, her cat ears underneath her bow picking up on the sounds of moving metal coming from within. "We got company!"

The sides of the Buzz Bombers were blasted open from the inside as several robots began to pour out. Emerging from two, were a couple of large Badniks under the designations of Egg-Guardians, while the remaining two each had a dozen smaller robots claw and bite their way out. They seemed to be much smaller versions of the Egg-Cerberus that Eggman once piloted back at the docks, being roughly the size of jungle cats, and each one had a single head as opposed to three. Many of them however had glowing red circuitry underneath their metal, others had their circuitry glow a bright blue, and a few were glowing yellow.

"They were dropships!" Ren stated.

"Are those… robot dogs…?" Weiss questioned.

"Never seen that type of Badnik before." Amy noticed. "Must be a new model."

"They have Dust inside them!" Penny alerted the group.

"Of course they do." Amy shook her head.

"Scatter! Everyone move!" Jaune ordered as the large group split off into several directions while the Badniks gave pursuit, the robotic dogs, known as the Egg-Hounds, being noticeably faster than the larger and bulkier Egg-Guardians rushing towards the fleeing students and their friends.

A red one closed in on Jaune to open its mouth and blast a stream of fire at him, forcing him to raise his shield and protect himself, but the force did knock him on the ground with that very Egg-Hound about to pounce on him, with Jaune raising his shield to keep it back as it snarled and bit at him with its razor-sharp metallic teeth, though Jaune was able to lunge his sword into its open mouth and out of the back of its head, the now busted robot fell on top of him and left him vulnerable as three more Egg-Hounds closed in on him, two glowing blue and the other glowing yellow.

They opened their mouths as icy mist and electricity formed in their jaws, fortunately a series of precise shots into each of their opened mouths caused them all to explode in icy and electric fashion. Just as Jaune hauled the Egg-Hound he had killed off himself, Ruby had sped towards him and offered him her hand with a smile, which he accepted with a smile of his own as she helped him back on his feet.

Yang pounded one Egg-Hound into the ground, but soon felt her right fist being frozen by an icy blast from another. She just smashed her frozen gauntlet into its face to smash it and free herself from the ice, but this brought her into the path of two more Egg-Hounds, all of whom shot streams of fire at her to push her down. Fortunately, she would soon get some aid in the form of Blake, who shot at the side of one to draw its attention, who aimed to fire another fireball at her, but Blake rolled out of hte way before she fired a precise shot into its open mouth just as another fire ball had formed, causing its upper half to explode. While the other was smashed in the side by Zwei, who curled himself up into a ball to knock it over before bouncing up to smash its head to pieces.

"Thanks." Yang said as she picked herself up.

"Don't mention it." Blake smiled as Zwei barked happily.

Amy and Weiss were back-to-back as they faced against a pack of Egg-Hounds and an Egg-Guardian respectively. "Let them come in close." Weiss said. "When I say now, use that tornado-hammer move you got."

"You got it." Amy agreed.

The Egg Hounds snarled before the charged closer just as the Egg-Guardian did the same.

"Now!" Weiss ordered as Amy held her Piko-Piko high and spun it over herself and Weiss to create a small tornado-like effect around them, which Weiss added to with a swipe of Myrtenaster and the usage of Wind Dust. This combination created a powerful tornado that sucked in the Egg-Hounds and smashed them into the Egg-Guardian to tear apart its front most armor and expose its more vulnerable circuitry, which Amy and Weiss were quick to smash and tear apart with their hammer and rapier respectively.

One Egg-Guardian gunned straight for Nora, Ren, and Pyrrha, the three dodging and rolling out of the way to avoid the double smash of its large arms. The Egg-Guardian then spotted Ren and went for him, who ran to avoid it while also running straight for the statue and leaping toward it, using his graceful agility and reflexes to leap away from it just before the hulking robot smashed through said statue and continued its pursuit.

"I'll blow that thing to pieces!" Nora had her Magnhild converted into its grenade launcher mode.

"Wait, not yet." Pyrrha stopped her before calling to her other friend. "Ren, get it to come back! We'll meet you in the middle!"

Having heard his teammate's call and trusting her judgement, Ren skidded to a halt and turned around, sprinting straight for the Egg-Guardian and slidding under its feet to avoid a swing of its massive fist, and appearing out from behind it before kicking back on his feet to dash back to his teammates just as Pyrrha and Nora caught up.

When the did, Pyrrha reached out with her hand to use her Polarity Semblance, catching the Egg-Guardian's right arm before pulling back to completely tear it off.

"Shoot it's insides!" She stated.

Nora quickly ran to the Egg-Guardian's limbless and more damaged side and fired a grenade from Manhild, blowing the mech to pieces. "Gotcha!"

The last two Egg Guardians faced off against Penny and Ciel. "I will take one, you take the other." Ciel told her.

"Understood." Penny had Floating Array at the ready, the multitude of swords appearing all around her before she flew at one Egg-Guardian, leaving Ciel to face the other.

The young Atlesian woman had a single weapon drawn, which appeared to have the shape of French 1733 model military pistol, with the word 'cricket' engraved on it. She aimed it and fired, shooting explosions of fire at the Egg-Guardian, likely from the Dust ammunition. This only seemed to aggravate the robot as it moved to get in close, but right as it lunged its fist at her, Ciel had leapt up in the air as she flicked a switch on her gun, converting it into something like a rod before she closed her eyes and appeared to be landing behind the larger robot. A glowing yellow energy shot out from the handle, taking the form of an energy whip to ensnare around its neck right before she landed behind and she pulled downward, her right leg wrapping itself around the energy whip, causing the robot to tumble backwards before she jumped up onto its head. The energy that made up her whip had shrunk and took a more solid state resembling something like a blade, which she used to impale into the Egg-Guardians' neck before swiping to cut its head off completely.

Penny, meanwhile, had little trouble against her opponent. Thrusting her swords as they struck the joints of the Egg-Guardian she was fighting before hauling them up, pulling the large Badnik up with them before she smashed it down hard enough onto the ground to smash open its armor, which she quickly exploited by having her swords cut up its now-exposed insides with the kind of precision that would make a surgeon jealous. By the time she retracted her blades, the Egg-Guardian had fallen apart into a pile of scrap.

Though one Egg-Hound appeared behind her and looked ready to blast her with lightning. Fortunately, it was quickly cut apart by a slash from Ruby's scythe as she sped her way to the area.

"Penny!" Ruby went by her side. "Are you okay?"

"I am fine. Thank you for asking." The android girl smiled casually.

Ruby then turned to see Ciel approaching them. "I saw what you did. What kind of weapon was that?"

"My weapon is named Cricket." Ciel explained as she showed said weapon to Ruby. "It can act as a firearm, but it also serves as a conduit for my own Semblance. It is known as Sol, and it allows me to convert light energy into solid matter which I can use for weapons."

"That is so cool!" Ruby beamed.

"It can be effective, but I cannot make any complex constructs." Ciel continued. "The most I am able to create are swords, staffs, and whips. And overuse of it can drain my Aura."

"Well, I still think it's cool." Ruby smiled.

"Yes, I too find your Semblance to be impressive, Ciel." Penny complimented.

A small smile formed on Ciel's own face. "Thank you, but now is not the time for praise. We must regroup and maintain formation in case more of Eggman's forces breach the area."

"Yeah, okay." Ruby saw her point. "I hope the others are doing alright."

East end of the courtyard

"We are so not doing alright!" Neptune exclaimed as he was sent flying by an explosion on the ground from one hovering Buzz Bomber. Though Coco was quick to come by his side as she brought out her massive gatling gun weapon, Gianduja, and opened fire. Her bullets tore through much of its outer armor as she aimed for its head, a few of her bullets catching its wings before they too were torn apart and the giant mechanical bug fell before it exploded, destroying whatever robots may be inside as well.

Sun and Velvet came together as they charged an E-2000 that had emerged from one fallen Buzz Bomber. The robot had aimed its cannon arm to fire a powerful laser at the pair, but the two Faunus students were able to skillfully dodge it as Velvet closed the gap first, as she drew her camera, Anesidora, and used it to create a hard-light copy of Ruby's Crescent Rose, which she used to hook at the canon-arm of the E-2000 and mimicked Ruby's own moves to leap up and slice upward to sever the arm completely, allowing Sun to smash it to pieces with repeated strikes and gunshots from Ruyi Bang and Jingu Bang, albeit from a few twenty bashes.

"Alright, give me five!" Sun offered Velvet his hand for a high-five, which she accepted with a smile.

However, one active Buzz Bomber appeared over them with its guns at the ready, only for a white blur to move in from above and sever its wings, and right before it could even fall, Rouge had flown high enough above it that she shot herself downward, spinning as she did with her heels pointing forward to pierce through its head just as she landed. The Buzz Bomber then exploded from the pair of bombs that she left inside from her last attack, taking all the robots inside with it.

"Don't get distracted, kids." Rouge told them. "This is night is just getting started."

They looked to see how the rest of their friends and allies were doing. Yatsuhashi and Sage both ran towards the large bi-pedal mech known as the Egg-Cannon before it unleashed a volley of missiles at them. Both of them had their large broadswords drawn to cut through a few of the missiles as they continued to run, the explosion erupting behind them as they rammed and tackled the mech's enormous legs and used their respective strengths to push it down. While it was down, they were quick to bring their blades down on its central unit to destroy it before it could get back up.

Fox and Scarlet quickly moved in on another E-2000 as the former flipped and dodged to avoid the enormous laser shot at it, while Scarlet used his Semblance to fly over it and fired the grappler from his pistol, Hook, to grab at the joint of its shield-arm and landed behind to pull back and pull its arm backwards.

"Go! Now!" Scarlet exclaimed.

With its only defense gone for now, Fox, as well as Neptune, both rushed to jam their weapons into its neck and side respectively before pulling out as the dead Badnik fell to the ground.

West side of the courtyard.

Arslan, Brawnz, Roy, and Nolan were all knocked down by the swing of one Egg-Hammer's signature weapon, having emerged from one of the three Buzz Bombers that May had shot down with her rifle, having shot at its wings. Though Port was quick to come to their aid by firing his axe-gun at its face, blinding it and giving the youths a chance to fall back.

Reese used her hoverboard to skate directly towards the second Egg-Hammer with a Buzz Bomber hanging over it. She pulled back slightly to avoid the smash from the Egg-Hammer's own mallet and then immediately sped up the rod of the weapon and used the large Badnik as a ramp to boost herself over the Buzz Bomber. She quickly split her board apart into a pair of energy pistols, which she used to fire at the Buzz Bomber's wings, causing it to fall on top of the Egg-Hammer, crushing it underneath.

Bolin and Nadir went to inspect the third Buzz Bomber, the last one that May had shot down, only to back away as its insides were torn open and several Egg-Hounds emerged from the flaming rubble.

"Get back! Everyone, get back!" Port ordered as he fired his weapon at the Egg-Hounds, the eight students regrouping around him to form a defensive line to fight back.

South side of the courtyard

Flynt had used his Killer Quartet to split himself into four copies as they were all positioned under a Buzz Bomber just as it fired its bombs at him. Flynt and his clones all blew into their horns to emit a sonic blast to re-send the bombs back at the Buzz Bomber, causing it to explode and take out several of the robots inside before it fell to the ground as he fell back.

"Nevermissabeat! Nevermissabeat! Nevermissabeat!" Neon skated in circles around one Buzz Bomber to keep it distracted, allowing her teammates, Ivory and Kobalt, to leap up onto its back. Ivory snapped his whip at the right wings while Cobalt used his hands to rip off the left ones. They both jumped off the robot before it fell and crashed.

However, just as Team FNKI regrouped with smiles, the outer haul of that Buzz Bomber was ripped open as two Egg Guardians emerged from the rubble.

"Oh, you gotta be kidding me." Flynt moaned.

The last Buzz Bomber appeared to have Team CRDL cornered as it aimed its weapons at them. "Oh, this is it! Game over, man! Game over!" Sky cowered as Russel and Dove were quaking in their boots. Even Cardin, who still held his weapon, was shaking, unsure of what to do now that they were cornered by an airborne enemy, and they had no long-ranged weapons to shoot it down with.

However, a burst of flame appeared from the left side, setting its left wings on fire and causing the Buzz Bomber to veer out of control before it crashed to the ground, much to the surprise of Team CRDL.

Doctor Oobleck suddenly appeared before them in a blur to slap each member of Team CRDL in the face.

"What are you all doing!? You are training to be Huntsmen!" He went into Sky's face first. "Warriors who risk their lives!" He then went into Russel's face. "It is fine to be scared!" He was then at Dove's face. "But do not let that fear control you, or else you will die!" Finally, he came to Cardin's face. "If you die, then those you protect will die next! Fight to live! Fight so that others around you can live, because that is your responsibility! No pull yourselves together and fight back!"

Cardin had to shake his head as he let Oobleck's words sink in. For some reason, he thought back to when he picked on Jaune, someone smaller than him. But despite being smaller and weaker, despite cheating his way into this school, he stood his ground against him. Hell, he stood his ground for him against the much larger Ursa, and killed it! If someone like Jaune can stand up against something bigger than both of them, then he sure as hell can to.

"Alright. Tell us what to smash next." Cardin said to Oobleck with a straight face, causing him to smile.

However, their attention was caught by the sounds of tearing metal as they looked to see a pack of Egg-Hounds claw their way out of what was left of the Buzz Bomber that Oobleck brought down.

"There is something to smash right there, gentlemen. So, let's start smashing, shall we?" The doctor offered.

Beacon Tower

"Incoming!" One Atlas soldier reported as the multitude of soldiers, six Advanced Paladins, Ace Ops, and Winter, all spotted the approaching Buzz Bombers. "There are eleven enemy units in total!"

"I just received word from operative Soleil that these are dropships containing multiple enemy units." Vine reported.

"Marrow, can you freeze that many?" Clover asked.

"Maybe two or three, but not all at once! That's too big of a group for me!" Marrow stated.

"Paladins, concentrate your heavy-fire power on the front-most Badniks! Force then to split apart before the reach us!" Winter ordered.

"Yes ma'am!" All six heavily armored Paladins stepped forward and made a line. Their targeting systems locked onto the three Buzz Bombers that were in the front before all of them fired a massive volley of missiles. The rockets flew through the air before they made contact, each one striking their target, sending all three Buzz Bombers up in a fiery blaze, likely destroying whatever Badniks may have been inside before their remains fell to the ground.

Just as Winter had predicted, the remaining eight Buzz Bombers split apart slightly into two groups of four.

"Marrow, Vine, Harriet, you're with me!" Clover took two of his teammates in one direction. "Elm, help Winter! Do not let those ships touch the ground!"

"Yes sir!" The rest of the Ace Ops said before they split off in their respective groups, running towards the targeted Badniks.

While running, Winter had erected a Glyph behind her to summon a white Nevermore, which flew behind her and Elm, allowing them both to hop on before they went straight for the four Buzz Bombers that were already opening fire upon them.

"Keep us firm!" Winter ordered, prompting Elm to grab Winter tightly while using her own Semblance to weld her feet onto the white Nevermore, which flailed its wings to send several razor-feathers at the incoming enemy fire, intercepting them in mid-air and creating an explosion, which Winter used to their advantage as she and Elm, who still kept them rooted on their ride, rode the white Nevermore that picked up its high speed to ram its forehead through one Buzz Bomber to eviscerate it and any smaller robots inside. That same summoned Nevermore now hovered above the remaining three.

"Deal with one, I'll handle the other two!" Winter ordered again.

"Leave it to me." Elm leapt off the white Nevermore and straight towards one Buzz Bomber. She held up her hammer, Timber, before smashing it right into the Buzz Bomber's wings, sending it careening off its path just as Elm landed on its side. She quickly used her Aura Roots to weld herself to the out of control Buzz Bomber and converted Timber into its rocket-launcher mode before firing at the neck joint to decapitate it. She then deactivated her own Semblance and let herself fall, but not before she fired three consecutive rounds from her rockets into the Buzz Bomber's underbelly to destroy it, and all the Badniks inside, before flipping and landing on her feet, the burning remains of the robot landing behind her dramatically.

Winter had followed a similar lead as she leapt off her own white Nevermore before it dove into the back of one Buzz Bomber, aiming for the largest area that would likely house any smaller Badniks inside to obliterate it just like the one before, with the white Nevermore disappearing soon after. Winter herself landed on the back of the last one and ran to slice its off its wings and quickly plunged her sword right into its back while also erecting a Glyph and infusing it with some Gravity Dust, causing it to turn black and creating a powerful pulling force that began to pull the Buzz Bomber in on itself, causing it to implode just as she leapt off. Whatever machines were inside had already been crushed just before it went up in an explosion.

Meanwhile, Clover led Marrow, and Harriet to meet the remaining four Buzz Bombers. Taking a quick look at their wings, an idea soon came to him.

"Clip their wings first, bunch em all together!" The leader of the Ace Ops commanded.

"Yes, sir." Harriet responded.

"You got it." Marrow nodded as he quickly made his way to a lamp post and leapt to climb to the very top. He saw how two Buzz Bombers were rather close to each other and quickly took out his boomerang-like weapon, Fetch, and threw it as hard as he could. Fetch spun and curved towards the two Buzz Bombers, and struck their wings.

At the exact same time, Harriet zoomed as fast as she could, going below one Buzz Bomber and behind it, her own speed making it hard to for the large bug-like Badnik to gun her down. She went straight for a lamppost, grabbed it with one hand, and sped herself around and round in a circle. She moved so fast that an electric tornado appeared to be forming. She had finally let go, using the gathered momentum to send her flying at that Buzz Bomber.

Seeing what she was doing, Clover flicked his badge, and Harriet was able to luckily make it onto the Buzz Bomber's back. She quickly moved in to punch out the joints that connected the wings to the rest of her body, just as Clover leapt to the top of one lamppost himself and flailed Kingfisher, sending the hook to ensnare around the wings of the last Buzz Bomber before he pulled and tore them off.

This caused that one Buzz Bomber to fall towards its right, moving to collide with the Buzz Bomber that Harriet clipped just as she jumped off, which then careened into the two that Marrow had already taken care.

"Marrow!" Clover called to him.

The rookie of the Ace Ops then saw what his leader was planning. Though he said three may have been his limit, if they were all bunched together like this, it may be easier. He snapped his fingers and pointed at the Buzz Bombers that crashed together in one pile as they fell.

"Stay!" At his command, all four of the crashed Buzz Bombers had halted even in mid-air. Even a few fires that were already forming on impact were frozen solid. "I can't hold em forever!"

"Don't worry! We got this!" Unclipping a few grenades from his belt and hooking them up to the hook of Kingfisher, he flailed them upward and pulled back on Kingfisher, the hook pulling the pins out of the grenades before Harriet zoomed in to grab them to quickly and precisely throw them at the more damaged areas of the Buzz Bombers, which now had holes in the armor and allowed the grenades to fell inside. After flicking his pendant again, Clover watched as a gigantic explosion erupted and all four Buzz Bombers, as well as any Badniks inside, were obliterated.

Marrow relaxed, dropping his Semblance before setting down just as Clover and Harriet regrouped.

"Not bad, rookie." Harriet nodded with a small smirk, causing Marrow to smile. "We keep this up, we can win this."

"Don't get too cocky." Clover advised. "We're getting word that our forces up front are holding the line, but they'll be overwhelmed soon. And the Grimm haven't even shown up yet."

"What is that blue idiot doing?" Harriet scowled. "Made himself into such a big deal and he can't even…"

"That's enough, Harriet." Clover told her sternly. "Now is not the time to pass the blame. Focus on guarding the tower, that's all that matters."

"Understood, sir." She nodded.

Despite being so deep underground, and the sounds of machinery beeping right next to him, Ozpin could practically feel the battle unfolding just outside. Despite the faith he had for his comrades and allies, he couldn't help but feel nervous, even as he tightly held his own cane. Eggman had absolutely no regard for collateral damage, that combined with the machinations of Salem's own schemes made them a very dangerous combo.

He turned again to Amber, still frozen in her pod, and couldn't help but feel sympathy for the poor girl. She was granted such a gift, but because of that, she was now the target of the two most dangerous beings he had ever known. And she wasn't even aware of what was going on. He had hoped putting her underneath Beacon, a school under his own protection, would be enough to safeguard her until they could find a solution regarding the Fall Maiden power, and a way to put her out of her misery painlessly, but it seems that only endangered everyone at the school.

This always happens. No matter his intentions, the end result is usually more catastrophic than even he imagined. Despite a few situations working out the way he hoped, most of them only endangered more people and only delayed the inevitable. But, that was about all he can do. Delay. Postpone.

But now, with everything happening, and the walls closing in around him, leaving him with less and less room to run by the second… Ozpin had to wonder…

'How much longer… can this truly last?'

"Oh-ho-ho-ho!" Eggman laughed as he sat back in his command chair, watching the ongoing fights outside through a series of monitors around him. "Now this is the show I've been waiting for! Two sides throwing everything they have in order to obliterate the other! This is entertainment at its finest, especially since I already know the ending!"

"While I applaud your enthusiasm and confidence, Doctor. You should not let it go to your head until we know for certain that victory is in our grasp." Salem advised, speaking through her Seer Grimm.

"Sure, sure, but almost a third of Atlas' forces have fallen." Eggman said. "And even with Sonic and the others helping out, we haven't even unveiled our best cards yet. This is just the appetizer. They're going to choke on the main dish."

"While we're on that subject, I have located Cinder." Salem revealed. "I can sense her, the Beatle inside her anyway, onboard the largest vessel."

"That appears to be Ironwood's flagship, boss." Orbot reported. "And it seems the rest of the Atlesian battleships are converging together to better protect it."

"It'll take a lot of firepower to break through that." Cubot said.

"Or… something small and fast enough to slip through." Eggman smirked as he pressed a button on the arm of his chair. "Metal? Time to fetch."

"Sir, we've lost another gunship! The White Fang's airships are faster and stronger than anything we have!"

"Our ground forces are being pushed back! It's only a matter of time before the breach the perimeter!"

Ironwood clenched his fists as he heard all these numerous reports from his operators, as well as distress calls from his pilots over the comms. He watched with an anxious and angry expression at the battle unfolding outside, the explosions that lit up the night sky, the sight of his own ship falling to the ground. Despite the best efforts of his ships and their pilots, they might not be able to hold this line much longer.

"Any Grimm in the area?" Ironwood asked.

"Not yet, but that could…"

"Sir! We have projectile incoming!"

"Tell whoever is closest to shoot it down!" The general ordered. "We can't let anything else get past us!"

"It's moving too fast!" The operator exclaimed in a panic as he saw on his radar a red dot approaching faster than anything he's seen before. "It's here!"

Looking out the window, Ironwood's eyes widened to see something small and incredibly fast just about to breach the bridge. Acting on pure instinct, he tackled his two operators and dove with them just as something smashed through the window and onto the bridge of the flagship.

Metal Sonic turned his blood red optics towards the pair of soldiers on port side of the bridge as they had their guns out. But Metal was already on them as his right arm converted into a blade and sliced their guns apart before they could even pull the trigger. He the converted his left hand into a blaster to shoot them with multiple electric blasts to incinerate them at close range.

Several gunshots came at him from behind, prompting Metal to activate his Black Shield and protect him from Ironwood and the remaining two soldiers as they unloaded their guns at him. Taking a brief scan of the three enemies, their guns, and the directions of the shots, Metal deactivated his Black Shield and sped directly at them, skillfully moving his body and limbs to avoid all the shots before closing the gap. He struck Ironwood with a point-blank homing attack to knock him to the wall before grabbing both soldiers by their throats and throwing them out the broken window, leaving them to fall.

Metal set his eyes on the two operators as they quaked in fear at the small yet deadly robot. But before he could even make a move, Ironwood had appeared to deck Metal in the back of his head with a punch and knocked him to the ground, with the general quickly pinning him down.

"Get out of here! Evacuate, now!" Ironwood ordered his operators.

"But sir…!"

"I gave you an order! GO!" He all but shouted. With great reluctance, the operators left just as Metal had recovered, using his jet booster to slip through Ironwood's grasp.

Metal flew to the wall, turned around, planted his feet on it, and zoomed at Ironwood. The general limboed underneath the flying robot as he passed over him, and quickly grabbed one of his feet to slam him to the ground. With his gun in the other hand, Ironwood attempted to shoot Metal, only for his Black Shield to activate again and force Ironwood off. This brief moment allowed Metal to come in and swing his sword, which Ironwood caught in his gloved hand.

Metal Sonic only gazed at Ironwood's gloved hand for a moment, quickly scanning to identify the robotic prosthetics and seemingly leaving him open for Ironwood to aim his gun at his face, but Metal simply boosted straight up to slam Ironwood on the ceiling before spinning around rapidly and forcing Ironwood to let go, sending him flying out the window of his own flagship.

Ironwood fell, looking in around in a panic for anything that he could use to save himself. Taking a look at his gun, he quickly thought about using some shoots to angle and steer himself to something he could catch, but with everything moving around so chaotically in this warzone, there was no way he could catch anything airborne. Maybe if he contacted Glynda, she could use her Semblance to…

"General Ironwood!"

He heard his name being called and turned to see Tails flying the Cyclone at a diagonal angle toward the area where he would be as he fell.

No time to question, Ironwood reached out just as the Cyclone met him with Tails flipping it over to reach out his own hand, grasping onto Ironwood's before he flipped his plane back over and allowed the general to land in his passenger seat behind him.

"Are you okay?" Tails asked.

"I'm fine, but Metal Sonic has taken the bridge of my ship!" Ironwood stated. "And if he took it over rather than destroy it…"

"He's there for Cinder and the others!" Tails' eyes widened in surprise before contacting his friends. "Sonic! Metal's taken Ironwood's ship! He's probably gonna try to free Cinder!"

"Can't do anything about that right now!" Sonic said as he zoomed under the sword swing of one Egg-Centaur and straight into a battalion of Badniks. He then performed his Blue Tornado to pull in all those at once before stopping to send them flying and crashing into the Egg-Centaur. "Shadow?!" Sonic called to his lookalike as he saw a streak of red and black shoot throung a line of Badniks beore they all exploded. "Think you can Chaos Control onto Ironwood's ship and stop Metal?!"

"Oh, I almost forgot…" Eggman mused as he pressed a button on the console in front of him. "Just to make sure no pesky rodents get in the way this time… let's give them too much to work with."

Just as Knuckles had flipped a White Fang operated Egg-Centaur on its side, he looked in surprise to see an enormous drill emerge from the ground in front of him, tearing away the Egg-Centaur he had just flipped over, including the pilot inside. This forced him to leap backwards as he would soon see the machine in its entirety: it was a bright yellow machine with an enormous drill at the front and big googly eyes at the top.

Knuckles would soon see even more Drill-bots emerge from various spots on the battlefield around him, a few Badniks were taken out in the process, which also drew the attention of Sonic, Shadow, and Omega at their spots in the battlefield.

Seeing how the machine in front of him wasn't currently attacking, Knuckles moved cautiously yet curiously to the large hole where the Drill-bot emerged from. Why unleash an underground robot that wouldn't even attack them? Was he hoping to catch one of them by surprise with a sneak attack underground? That was too sloppy, even for Eggman.

Looking down the hole, Knuckles saw only darkness for a brief moment…

Followed by a pair of large red eyes.

Gasping slightly, Knuckles leapt backwards to avoid the emerging black head of a King Taijutu that hissed and snarled at him.

"Guys, we got more company!"

Omega looked at the hole the Drill-Bot in front of him had made as several Creeps began to crawl their way out. "Eggman has used drilling machines to carve a path for subterranean Grimm to bypass Vale's natural mountain defense." He reported as he fired beams of lighting from his hands at the Creeps that attempted to swarm him.

Shadow backed away to avoid the stinger of a rather large Death Stalker that emerged from a nearby hole. He also saw one behind him where a few other Creeps and another King Taijtu emerged. The black Hedgehog scoffed in annoyance as he saw the reason behind this.

"He's using Grimm to keep us down here and away from Metal as he frees the prisoners!" Shadow said as he zoomed at the raised stinger of the Death Stalker, slicing it off with Arondight, grabbing it, and infusing it with Chaos Energy to throw it at the beast, causing it to explode on its side and flip it over before he fell back down to perform a spindash, his sword pointing outward for extra cutting capacity to eviscerate its sides and insides before dashing through its mutilated body.

"If even one of us leaves the battlefield to confront Metal, we risk the Grimm breaching our exhausted defenses!"

"Crap…!" Sonic cursed, seeing how Shadow was right on the money. He did think about using Chaos Control to simply teleport Cinder to the other side of the planet, but with someone as fast and powerful as Metal Sonic in the same room, he wouldn't give them even a split-second to do just that. As much as he hated to admit it, they were stuck.

"Ozpin, heads up!" Sonic contacted the Beacon headmaster. "I think Cinder just got a get-out-of-jail-free card courtesy of Metal Sonic!"

"I understand." Ozpin replied, his tone becoming much more grave.

Both of his hands converted into their blaster-modes, but rather than blast anything, Metal Sonic plugged them into controls on the bridge of Ironwood's flag ship. This allowed Metal to hack and gain access to all of the ship's systems, including its surveillance. The security feeds popped up on the screen, allowing him to learn the locations of all the prisoners that were held in the ship's brig, which was still presently being guarded. They must not have received any evacuation orders yet.

Too bad for them.

With just little effort, Metal was able to deactivate the security and unlock all the cells.

"Huh… what the…?" One of the ten soldiers looked in surprise to see all the cell doors around them open, which allowed for Mercury, Emerald, Torchwick, Neopolitan, and Fenrir to all step out, though they themselves looked confused by this change of events.

"Wha… what's going on…?" Emerald questioned.

"Prisoner escape!" One Atlas soldier announced as all ten of the gathered together to aim their weapons at the inmates. "Hands in the air! Return to your cells immediately!"

However, an explosion of fire had erupted from one cell in particular, one that just so happened to be close enough to all the soldiers. The shockwave blew all the guards away and scattering them to the ground.

Stepping out of the smoke was Cinder, her eyes glowing and a scowl on her face. The soldier closest to her tried to pull his gun at her, but she kicked it away and grabbed him by his neck to haul him up and slammed her free hand into his face and channeled all of her Maiden power and Semblance directly into his armor and body, causing it to superheat as he screamed in agony. It got to the point where his metal armor began to melt, burning away at his Aura completely before the melting armor ultimately became his coffin and she dropped his lifeless carcass to the ground.

Shots were fired, forcing Cinder to leap back as the remaining guards opened fire on them. But this also forced them to turn their backs to the other prisoners, who were quick to act with Mercury moving in first to kick one soldier down, perform a handstand in the middle of the group and spun his legs around to kick them all down. Despite his lack of weapons, he was still good enough with his legs to knock them back.

One soldier was knocked to the feet of Fenrir, who stomped hard onto him before he grabbed his gun and shot him repeatedly in the face to kill him. Similarly, Torchwick had grabbed a gun of his own that was knocked from one soldier's hands and opened fire on that guard to kill him while also shooting at the remaining ones.

The seven remaining soldiers were forced to scatter, with two coming close to a wall… with one other soldier appearing to join them, only for said soldier to swipe the stun batons from both of them and drive them into the backs of their necks. As they fell, the so-called soldier was revealed to be Neopolitan as she dropped her Semblance.

Emerald was quick to snag a stun baton of her own from one soldier that she knocked down and drove it into his neck while two appeared in front of her, their guns primed, only for Cinder to grab them both from behind by their helmets and superheat them, their helmets quickly melting and burning the soldiers alive before they fell to the ground, much to the shock of Emerald herself. She had seen how ruthless Cinder could get, but this looked incredibly excruciating, more so than she'd seen from her before She looked towards Cinder who simply narrowed her eyes before walking past her.

Mercury kicked down another soldier, which allowed Fenrir to gun him down while another tried to shoot at Torchwick with Neo at his side, only for the illusion to shatter in front of him, much to the soldier's shock as the real Neo and Torchwick were both behind him and he shot the soldier repeatedly in the back.

Only one was left as he soon found himself backing up in a panic to a certain open cell himself, most of the escaped prisoners closing in around him.

"Stay back! All of you, stay back!" He aimed his gun frantically, not noticing a cluster of purple tentacles slowly unfurling behind him. "I will shoot you! I swear I'll…!"

Those same purple tentacles ensnared around his face and neck to pull him into the grasp of one individual in particular, who swiped the gun from him and stuck it into his back.

"Toldya so." Mimic smirked at the soldier who had guarded him at the start of the Vytal Festival before shooting rapidly, ending the soldier's life as his body fell to the ground.

"Well, that was fun." Torchwick commented with Neo smirking by his side as the seven of them gathered together. "But can any of you tell me what the hell is going on? It sounds like a warzone outside!" He then noticed Cinder and happened to smirk in her direction. "Well, well, well, look who's all high and mighty now, Miss Fall?" She growled at him. "Got your pretty little ass handed to you by a certain blue rat? And here I thought you were supposed to be invincible."

His mockery was cut off as Cinder seized him by the throat and she hauled him up in the air, which prompted Neo to extend the blade from her parasol and point it right to Cinder's neck, but she didn't even pay her a glance. "Give me an excuse. Just one." She growled.

"Cinder wait…!" Emerald tried to stop her. "We still…"

"That was what I was going to say."

Metal Sonic had flown onto the brig with a series of weapons under his arms which included Midnight, Thief's Respite, Hush, and even the firing mechanisms to Mercury's prosthetic legs. As he landed in the middle of the group, a small port opened in his head to project a hologram of Eggman himself.

"Give me an excuse not to rip your power away from you and leave what's left of you to rot here!" Eggman scolded. "That goes for the rest of you!" He looked to Emerald, Mercury, and even Neo in particular.

"Hey, it's not our fault those overgrown rats…!" Mercury tried.

"Shut your mouth, Black!" Eggman silenced him before looking at Cinder. "I told you not to get caught! It wasn't even my idea to send you here, it was hers. And you even went and disobeyed her! As far as I'm concerned, you don't deserve the Maiden power!"

That caused Cinder to drop Torchwick as she glared at the hologram. "Who the hell are you to tell me what I deserve?!"

"I'm the one who can decide whether or not you'll live in the next few seconds." Eggman warned as Metal Sonic's optics glared. "The only reason you're out because of that asset inside you. And the only reason you were even locked up in the first place was because you didn't listen to me about Sonic! And look where that got you!"

"Tell that to me in-person." Cinder warned, her eyes glowing brighter.

"Better yet, tell it to her. She is not happy at all with you." That caused Cinder's eyes to widen in shock. "Don't act so surprised, you brought it on yourself. Listen up, all of you!" Eggman got everyone's attention. "Here is what is going to happen! Black, Sustrai, Lokison, you're going to meet up with Taurus and his attack group. You're going to clear out the defenses surrounding Beacon Tower. Torchwick, Mimic, Neo, you're going to seize control of the tower's communication's systems. And you… little Cinder… are going straight to the vault and claiming the prize inside. My Badniks had already scanned the tower when they closed in on it to locate a chamber deep underground with its own independent power source. If the Maiden is to be anywhere, it'll be there. Metal will make sure you get there in one piece. But don't get the wrong idea!" He pointed to Cinder as he saw a smirk grazing her face. "You're just holding onto the power for now. Whether or not you keep it, remains up in the air."

"Y-you… you can't do that…!" Cinder stated. "You need me! She needs me!"

"No, we only need the power, not you." Eggman corrected. "You screwed up enough to know that you can't be trusted. You are going to the vault, and you will not take any unnecessary detours, and that is final. You will not disobey me again. Try it, and Metal here will make sure that you never walk again, Maiden powers or not! Am I clear?"

Cinder couldn't believe it. Did Eggman really convince Salem to ditch her? To strip her of the power that she deserved? Was she just a convienence here now?! No, she couldn't accept that! She would not accept that! But what could she do now? Metal Sonic was right in front of her, and even she knew that she was no match for him as he was now. But if she were to get the full Maiden power… perhaps she could flee… no. She knew that even if she did… Salem would find her, no matter where she hid on Remnant. A piece of her was literally inside her. As much as she hated to admit it… she was stuck. Her only possible hope for redemption was to claim the rest of the Fall Maiden power and beg Salem for forgiveness.

"Yes…"

"Yes, what?" Eggman sneered.

"Yes… sir…!" She said in a low growl.

"Good, I'll be there in a minute. Stand by." Eggman's hologram deactivated as Metal dropped all the weapons he had on the ground, looking to Cinder and her group expectantly, silently telling them to pick them up. Cinder was the first to do so with a glare at the silent robot.

"Oooh, somebody's in trouble." Torchwick sung, causing Cinder to look away with a hateful scowl. "So, who's this 'she' the Doc's been talking about? He got a missus? His own partner in crime?" He teased, looking to Neo as she smiled and claimed her weapon.

"Hell, if I know." Mimic said as he equipped himself with a stun baton from a dead Atlas soldier and loaded the gun he stole. "But if destroying this school means getting payback on the Hedgehogs and their brats, then I'm all for it."

"If it's Adam's command, I will follow." Fenrir said with a nod.

"Cinder… are you…?" Emerald tried to reach out to her, only for Cinder to pull away and look at her with a scowl.

"Just do your job. He's the boss now." She said spitefully, causing Emerald to back away and look down with guilt, while Mercury paid her a small glance but then focused back on equipping his weapons to his prosthetic legs.

Tails piloted the Cyclone with a White Fang operated Egg-Hawk behind him and shooting, just as Ironwood had one of his guns drawn to return fire, but he couldn't get a straight shot with Tails' plane constantly veering to avoid the gun fire from the enemy air-craft. It was time to change tactics.

"Pull back and get up on its side!" Ironwood told him.

"Hang on!" Tails pulled on the air-breaks, causing the Cyclone to halt in mid-air as the Egg-Hawk shot closer, appearing on it's side just as Tails reactivated the boosters to fly alongside it on the right.

"Get as close as you can!" Ironwood said, prompting Tails to fly the Cyclone closer. When it looked like the right gunner was aiming his weapon at them, Ironwood jumped from the Cyclone to the gunner's seat and threw the White Fang operative out before jumping to the pilot's seat, much to the shock of the White Fang agent. Before he could react, Ironwood pressed his gun to the back of his head and pulled the trigger before firing at the left gunner to eliminate him too.

With that done, Ironwood shoved the dead pilot out of the cocpkit as he sat down himself and took the controls.

"Think you can pilot it?" Tails asked as the Cyclone flew next to him.

"The flight controls seem basic enough, same for the weapons." Ironwood said. "I got it."

"Eggman probably wanted it simple enough for the White Fang so he…" Tails assumed, but was interrupted as an enormous shadow loomed over them. The source of the shadow being Eggman's own personal flagship, which resembled a giant white eagle, quickly flying over them and went for Atlesian flagship.

Though most had already evacuated the large ship, that made it only more vulnerable for eagle-ship, which was only slightly larger, to hover above it and launch a series of harpoons from its underbelly and onto the haul of the vessel.

The group that consisted of Metal Sonic, Cinder, Emerald, Mercury, Torchwick, Neo, Fenrir, and Mimic had already made it to the top of the vessel as the grabbed onto the harpoons just as a powerful electric surge was channeled through them and into the vessel. Electricity surged all throughout the flagship, but once it reached the engines, they sparked before exploding, causing the pride of Atlas to light up. The harpoons had retracted, pulling up all the escaped villains and into the safety of the eagle-ship just before Ironwood's own flagship exploded.

"My ship…" Ironwood looked in absolute shock and disbelief to see his prized flagship be reduced to flaming rubble. And it wasn't just that flagship. Nearly all his main vessels had been overwhelmed, with only three ships remaining, and just a handful of gunships. How could this have happened? How could the Atlas military, the greatest force in all of Remnant, be overwhelmed so quickly and brutally?

Even Tails was surprised, but he soon re-directed his attention to the eagle-ship, and the remainder of the Egg-Fleet, flying closer to Beacon campus, which also included the surviving Egg-Hawks.

"Sonic!" Tails contacted his best friend. "Eggman's reaching Beacon!"

"We're on our way!" Sonic sped as fast as he could back to Beacon campus with Shadow right beside him. Omega also trailed behind the two Hedgehogs thanks to his rear boosters while Knuckles rode on his shoulder. Sonic and Shadow both used their burst abilities, leading to streaks of blue and dark yellow to smash their way through whatever Badniks were in their way, and clearing the path for Knuckles and Omega behind them.

At the edge of the campus, two thirds of the AK drones were already wiped out, but most of the Paladins remained as they shot up the rest of the Badniks, with Qrow and Glynda lending a hand wherever they could. The latter flipped backwards to avoid a smash from an Egg-Hammer's signature weapon, before thrusting her crop at the hand, using her Semblance to blast the massive metal mallet from the Egg Hammer's hand before using her telekinesis to haul up the hammer and bring it down hard on the robot to smash its head and most of its upper body in.

Qrow threw a punch to knock off the head of an Egg-Gunner before ducking under the gunfire of four armed Egg-Knights and quickly moved in with Harbinger in it's scythe mode to slice three apart in one strike. The fourth was cut almost completely in half, but it was still functional enough to aim it's gun, with its only remaining arm, at Qrow, who just tisked in annoyance.

'Damn Misfortune…' He cursed, but just before he could move onto that Egg-Knight, it was sliced in half by Sonic with Caliburn as he just arrived on the scene.

"Eggman's ships are already at Beacon!" The blue Hedgehog said.

"Yeah, I noticed!" Qrow exclaimed, pointing up to the advancing Egg-Fleet. "So why are you here and not there?!" He pointed to the campus.

"Because we got a whole bunch of Grimm coming our way!" Sonic pointed forward to the ruined battlefield, where whatever was left of the Badnik forces, and the surviving White Fang agents, were torn apart and metal remains stomped on by a small army of Grimm, which included the likes of Beowolves and Ursai, in addition to the subterranean ones like the Creeps, Death Stalkers, and King Taijuts, with even more emerging from the holes that were made before by the Drill-bots

A line of explosions, courtesy of Shadow's Chaos Spears and Omega's Dust bombs, did blow away the front most Grimm as they and Knuckles regrouped on the front line.

"That'll hold them back, but not for long." The red Echidna stated.

"Tails, we can't get to the campus without letting the Grimm swarm in!" Sonic relayed. "Try and help Ruby and the others!"

"Got it. Ironwood and I are on our way!" Almost on cue, they saw the Cyclone and hijacked Egg-Hawk flying over them and in-pursuit of the Egg-Fleet.

"Here they come." Shadow warned as Glynda joined by all their side and the Grimm horde emerged from the smoke with roars and growls, prompting the Paladins and very few remaining AK units to open fire and shoot down whatever Grimm got close, with Omega joining in with his own firepower.

"Advance, so I may shoot you!" Omega called to the incoming Grimm as he fired his guns. Glynda added to that by using her Telekinesis on the shredded metallic remains of Badniks and Atlas tech all around her and sent them forward to shred through the Grimm.

But despite that, more than a few had managed to make their way close to the front-line, prompting Sonic, Qrow, Shadow, and Knuckles to charge forward with their respective weapons.

"Bombs away!" Ruby warned as the approaching Egg-Fleet battleships began to rain bombs down across the entire campus. She and her teammates, along with Penny and Ciel, used whatever ranged attacks they could to shoot down the bombs before they reach the ground. Though they intercepted several, more than a few hit the area around them, causing multiple explosions that tore up much of the surrounding area around them, with Amy quickly picking up Zwei and shielding him from one blast in particular.

And it wasn't just with Ruby's group. The carpet bombing was also striking the other areas that the students and their allies were protecting.

"Run! Everyone move! Now!" Rouge ordered as she directed Teams SSSN and CFVY away from the area before it was brought up in an explosion.

Despite the efforts of Port and Oobleck, they and their respective student teams under their charge, had been caught up in the resulting bombings as they, Teams ABRN, BRNZ, CRDL, and FNKI were blown away. Though most of them were just caught in the shockwaves and sent flying, a few had the unfortunate fate of being caught in the explosions, which included Russel, Sky, May, and Roy. Not even their Aura could protect them from that.

"We need to fall back!" Ciel ordered everyone. "Fall back closer to the tower!"

"But what about everyone else?!" Jaune asked. "Everyone scattered throughout the campus!"

"I'll send Rouge and the others a message to get to the tower! But if we regroup with the Ace Ops and everyone, we might stand a better chance!" Amy said as she continued to hold Zwei.

"Then let's go!" Blake stated as the group all picked up everything and ran deeper into the campus.

Winter, the Ace Ops, and their unit of soldiers and Paladins all gazed up to see the eagle-ship quickly approaching the tower. They happened to see the rest of the Egg Fleet scattering throughout Beacon campus and begin the process of carpet bombing, obliterating many of the buildings that made up Beacon academy, including the dorms, locker rooms, the dinning hall, and library. And while there sadly wasn't anything they could do about that, they can at least do what they can to slow down the flagship directly above them.

"All Paladins, fire! Shoot that ship out of the sky!" Winter commanded.

The heavily armored Atlesian mechs wasted no time in unleashing all their rockets straight up towards the eagle-ship. However, a shield had appeared at the vessel's underbelly to protected it from the upward bombardment, with the eagle-ship not even so much as scratched.

"The Hard Light Dust shields are preforming optimally, boss." Orbot reported. "Our ship has not sustained any damage whatsoever."

"Look at those guys down there." Cubot said as he pulled up the feed from his monitor to the main screen to show the Atlas forces below them. "Those are some heavily armored mechs. And… wait… does lady that look like Weiss?"

"Must be her older sister." Eggman figured out quickly enough. "Oh, this is just perfect." He grinned before pressing another button on his armchair to make a call to a certain individual. "Oh Adam…!" He sung.

The bay door at the haul of the eagle-ship opened up as something large and massive fell out. Everyone quickly moved out of the way to avoid the crash of an enormous mech made out purple metal that strongly resembled a stag beetle. It was equipped with six legs and enormous pinchers on front with a large rear with a series of missile silos built into it. This was the Egg Beetle, and it's pilot, was none other than Fenrir Lokson.

"Alright, let's see what this bug can do!" The wolf-Faunus took the controls and thrusted forward, the pinchers, which began to glow and superheat, lashing out at the nearest Advanced Paladin to grab it and slice it to pieces with minimal effort. "Oh hell, yeah!" Fenrir hollered as he pulled back on a lever in the cockpit, which launched a series of missiles from the mech's rear, which went straight up before coming back down all over the area, and while the Ace Ops were able to split apart, another Advanced Paladin was destroyed in the bombardment, with more than a few soldiers being killed in the process as well.

Marrow and Vine were knocked back some distance before the veteran Ace Op pulled his younger comrade up. "Marrow, can you freeze it?"

"Yeah… I can… UGH!" He screamed in pain as he felt an electric sting in his shoulder, one powerful enough to cause his Aura to flash as he fell to his knees.

"Marrow!" Vine kneeled to try and help him.

"Hang on, I'll help!" Clover appeared quickly to come to their aid

"Be careful Clover. There is something here. But we don't have eyes on it yet." Vine warned.

"You don't say?" Suddenly, Clover punched Vine in the face, knocking him down and away from the kneeling Marrow, much to his own shock.

"What…?! Clover, what are you….?!" Someone then stomped down hard on the injured Marrow, keeping him pinned to the ground. He looked up to see that it was the White Fang operative, Ilia, her chameleon skin darkened to better blend in with the area around her. As she kept him pinned, she aimed her own weapon, which seemed like an upgraded version of her Lightning Lash, which was now looking something like a mix between a longsword and an electric prong, surged with bright electricity.

"You're a Faunus… and you wear that uniform…?!" Ilia looked down at him in disgust. "You're a traitor to your own race!"

Vine tried to pick himself up, only to be seemingly hooked on the shoulder by the Kingfisher line wielded by who appeared to be Clover. "Oh, I'm sorry, did that hurt?" He tried to pull Vine in, only for Vine's own Aura to grow around his arms and shoulders and push away the line, freeing him before extending both his Aura arms to grab Clover, the hallucination quickly wearing off to reveal that it was actually Emerald, with her own weapon instead of Kingfisher.

"That's an interesting Semblance you have." Vine told her as he pulled her arms pinned to her sides and held her above the ground. "And so young too… It truly is a shame with how you use such a gift."

"Who are you to judge me, Atlas elite?!" Emerald scowled. "You were born with everything, I was left with nothing!"

"Even if that is true, I cannot condone these actions." Vine said. "Please surrender, or I will use force."

Emerald smirked. "You called my Semblance a gift. It must be if you didn't notice that."

Raising a curious eyebrow, Vine soon heard the rapid sounds of beeping on his side. He glanced in shock to see a small bomb had been planted and was unable to do anything before the bomb exploded, blasting Vine to the side and freeing Emerald.

"It's sad, all that training… only to get your ass handed to you by a little girl." She smirked in the direction of Vine, spinning the chain of one of her Thief's Respite weapons, as he struggled to pull himself up, his own Aura briefly flashing.

Meanwhile, as the Egg Beetle grabbed another Advanced Paladin with its pincers and threw it up into the air to land with a thud behind it, it then charged at the remaining three as they grappled and pressed against one another, which seemed to keep it still long enough for Winter, Elm, Harriet, and the real Clover, along with a few other Atlas soldiers, to regroup and begin planning for their own counterattack.

"Elm, try and weaken its armor. The rest of us will provide support and follow in." Clover ordered.

However, another machine soon blocked their way, one that hovered above the ground and had the appearance of a giant mechanical viper. It had thick red spiked armor, especially around the central head-unit which was affixed with a multitude of weapons, and the one piloting it just so happen to be Mercury.

"Yeah, I don't think so." The young man inside grinned as he pressed the controls, firing a series of lightning and ice beams at the soldiers, once again forcing them to break apart from one another, though a couple soldiers were either frozen or electrocuted by the attacks. Elm quickly launched a pair missiles from her Timber, but Mercury pulled the Egg-Viper up to avoid that as the missiles instead struck the side of the tower. This however seemed to work to Harriet's advantage as she sped her way up the wall with her own Semblance and once she felt she was high enough, she leapt off and straight for the flying serpent-like mech.

However, the mech's radar systems had alerted Mercury to the incoming enemy, leading him to pull back on the controls, causing the Egg-Viper to furl and slam its tail into Harriet to knock her hard into the building, causing her own Aura to flash briefly, before she slid down to the ground. Clover then flailed King Fisher to successfully snag a spike on the armor which he used to pull himself up as the Egg Viper furled in the air and all around the tower to try and shake him off.

Winter looked ready to perform a Summon with one of her Glyphs to go after the Egg-Beetle, but she noticed a flash of red out of the corner of her eye and was quick to draw her sword to block the strike from a red blade wielded by a certain masked man.

"Eldest daughter of the Schnee family…!" Adam Taurus growled as he locked blades with Winter. "Human or Faunus, we're finally gonna settle this! Once and for all!"

"Adam and the others have engaged the forces below. And it looks like Sonic and Shadow are still preoccupied with the Grimm at the campus' perimeter." Orbot reported.

"Excellent. Send Metal and everyone else into the communications room. It should be easy enough for them to take over." Eggman ordered.

The Beacon CCTS terminal room was guarded by a dozen AK drones. And despite the chaos going on outside, they did not move. Following the programing given to them, they would protect this communications' room until they could no longer function.

However, they would soon be alerted by something that flew and smashed its way into the room. This was Metal Sonic, who carried Cinder and Mimic in his hands, with Torchwick and Neopolitan holding into him. Immediately, the robots opened fire, but Metal activated his Black Shield to protect himself from the gunfire, which allowed the others to move around throughout the room.

Using the terminals for cover, the four villains quickly made their move. Cinder had drawn Midnight's bow-form to launch a volley of glass arrows to take down three AK units with percise headshots, Neo used Hush's parasol as a shield and provided Torchwick with cover for him to use his stolen gun to shoot the two AK drones in front of them, and Mimic had taken the form of an AK unit to sneak in close to two other AKs from behind, who didn't seem to notice his presence, until he pulled his own gun to shoot them all in the back, turning back to normal with a satisfied laugh.

With only five left, Metal quickly deactivated his shield and flew in to dispatch them. He used his sword-arm to bisect one, grabbed a second one by the throat and used it as a shield against the gunfire with two more before flying through what was left of that AK, grabbed them both by their faces and slammed them to the ground with enough force to shatter their heads and quickly converted his left arm into a blaster to fire an electric blast at the last one, obliterating it completely.

"Well, that was fun." Torchwick commented tiping his hat up slightly.

"And easy. Just the way I like it." Mimic smirked.

Cinder, upon seeing Metal eye her, spoke into the earpiece that Metal had forced her to wear before coming here. "We've secured the terminal room."

"See what happens when you follow orders?" She could practically see the smirk on Eggman's face, which only caused her to scowl even more. Metal Sonic pulled out a flash drive with an Eggman logo on it and tossed it to Torchwick, which he caught in his hand. "Plug that into any terminal. With it, I'll be able to access the CCTS's systems from my ship, even when the tower falls. I'll have all of Remnant's communications at my fingertips!"

With no real reason to really question it, Roman plugged the flash drive into the nearest terminal. It didn't take long for the screen on that terminal to be overloaded with ones and zeroes, which soon happened to all the other screens and monitors throughout the room. A second later, all the screens turned red as the black logo of the Eggman Empire appeared on all of them.

"Got it! You all know your instructions." Eggman's voice boomed through all the monitors to address them all. "Torchwick, Mimic, and Neo will guard this room and make sure that a certain two-tailed genius or any of his friends are able to re-hack the system. Metal, you'll escort our troublemaker to the basement and do what she needs to do. Don't be afraid to tug the leash or even kick her if you have too."

Metal looked directly at Cinder and pointed to the elevator doors at the other end of the room, her scowl growing.

"Well, you heard em. Run along now, little doggy." Torchwick teased as Neo smirked in her direction with crossed arms.

"Be nice and I just may have a treat for ya." Mimic mocked as well.

Clenching her fists as tightly as she could, Cinder stomped her way to the elevator doors and slammed her hands into it. She channeled her Semblance with some boost from her half of the Maiden powers, leading to the the doors superheating and quickly melting away to reveal the empty shaft that led straight to the bottom.

Before she could even think about jumping, Metal was already at her side to grab her by the arm and hold her tightly. Scowling and rolling her eyes, Cinder relaxed, showing no signs of retaliation. Metal then picked her up bridal style and flew straight downward.

Ozpin could feel everything that was happening outside. No doubt the battle has moved its way to Beacon campus, and from everything he heard on the radios… it seemed like he and his allies were on the losing end. And with Cinder having escaped from Ironwood's custody, it was only a matter of time before she or someone else came down here. He turned back again to see Amber's unconscious form in the pod with a sorrowful expression.

"I'm truly sorry, Amber." He spoke aloud. "I never intended for this for you… for anyone… So many innocent souls lost in this war… How many more must suffer?"

"This coming from the man who drags it all out." Turning around, Ozpin glared at Cinder as she stood twenty feet away of him, her Midnight bow already strung before she let loose an arrow in Amber's direction, only for Ozpin to quickly use his cane to smash said arrow and stand protectively in front of Amber's chamber. "Salem is what she is, a Grimm who thrives off destruction. But you? You chose to stand against her. You chose to lie to everyone around you, trick and manipulate them into fighting this unwinnable war of yours. But despite all this loss, and the obvious outcome being thrusted into your face time and time again, you still keep going. I can't decide whether you're arrogant, stupid, or insane. Maybe all off the above."

"Whatever Salem has promised you, she won't deliver." Ozpin told her. "You are just a pawn to her, nothing more. Walk away from her now while you still can."

"And what? Join you? I don't think so." Cinder said. "And Salem doesn't command me like the rest of her little puppets. I'm taking that power because it's rightfully mine!"

"I cannot let you do that." Ozpin held his cane out like a sword as he took a combative stance.

"Maybe not me…. But what about our little friend?" Cinder smirked, glancing upward.

Before Ozpin could even react, Metal Sonic flew down from the ceiling, having used the recent exchange as a distraction to get into position. He gunned straight for Amber, faster than Ozpin could counter, and drove his arm-blade right into the pod, piercing through the glass and through Amber's heart.

"No!" Ozpin exclaimed in a panic, but it was too late.

The instant the blade had pierced Amber's heart, her body was covered in an orange glow before that light shot out from Amber, shattering the glass and straight into Cinder. Her whole body began to glow with a bright orange aura, that same kind of aura formed over her own eyes that glowed the same amber color as her own as flames moved all across her body. That was it, Amber was dead, and Cinder now had the full Fall Maiden power at her disposal.

Ozpin steeled himself as he was now in-between the Fall Maiden Cinder, and Metal Sonic. Despite the odds clearly not being in his favor, he was prepared to fight them both with everything he had.

"Shall we test the limits of my new power?" Cinder teased as she clenched her fist, and all the green-lit torches in the underground chamber were extinguished, leaving almost complete darkness.

But that darkness was soon illuminated by flashes of green energy, flames, and orange electricity as the battle began in the blink of an eye.

Cinder had her Midnight bow split into its dual swords, both were set aflame as she clashed them against Ozpin's cane rapidly before he lunged it into her stomach to send her skidding on her feet across the ground. Metal Sonic then struck Ozpin in the back with a kick, but as he rolled across the ground, he flipped to his back to pull his cane up and block the blade-strike from Metal before a sphere of green energy appeared around Ozpin to knock Metal back.

A torrent of flames struck the sphere around Ozpin that he kept up as he picked himself up before rapidly expanding the shield to explode in a flash of green light to knock Cinder back. He then directed his focus on Metal Sonic as the robot dashed at him, its right hand converted into a blade as he lashed out with it and his left claw, but Ozpin moved at such a rapid pace that it appeared a flash of green after images appeared around him to block all of Metal's strikes before Ozpin lunged his cane at Metal for multiple quick strikes of his own, but Metal had blocked it all with his Black Shield.

Noticing a light out of the corner of his eye, he was quick to bring his head down and avoid the waves of flame that Cinder threw his way with slashes of her blades. The flames would have hit Metal, but he kept his Black Shield up to protect himself, which gave Ozpin a small opening to go for Cinder as he brought his cane down toward her, which she blocked by crossing her dual flaming blades, but even that was a feint for Ozpin throwing his free hand, which was balled up into a fist and surrounded by powerful green energy and struck Cinder in the face. A flash of green light erupted upon contact as Cinder was blasted to the wall, creating a dent upon impact.

Ozpin was then struck in the back by a dash-boost from Metal Sonic, one that allowed Metal to grab him by the face, smash him into the ground, and used his jet-booster to speed through the chamber and drag Ozpin by his face through the ground all the way towards the end of the chamber. But despite that, Ozpin's body was coated in a bright green energy aura that quickly expanded to knock Metal off. Though Metal stabilized himself in the air, his left hand converted into an energy blaster as he shot at Ozpin, who used his own speed and agility to dodge all the explosive and electrical blast before leaping at Metal and thrusting his cane rapidly at him. However, Metal had seen this technique already, and was able to rapidly calculate the point of each strike, using his metallic hands to block each and every thrust before catching the final thrust with both his hands. Ozpin blinked in surprise as he was now suspended in mid-air by Metal, holding onto his own cane. Metal then flew straight up towards the ceiling faster than Ozpin could react and slammed him hard into it before spinning his body rapidly and threw Ozpin back to the ground, smashing and creating a large dragging impact.

Suddenly, the floor around him began to glow and melt, prompting Ozpin to flip back to more safe ground as he saw Cinder with her hands on the ground, using her abilities to melt the floor and before waving her hands up to pull the globs of molten metal up, which she quickly cooled and solidified into razor sharp metal projectiles and threw them at Ozpin. And while he was able to block and deflect all of them with incredible speed and accuracy, he was still exposed for a split second, more than enough time for Metal to deliver a homing-attack to the side of his head and smash him into the nearest wall, with Metal adding to it by multiple blade swipes and claw strikes from his metallic appendages, slicing and striking all over Ozpin, to the point where his green Aura began to flicker slightly.

Once again, Ozpin used his energy field to protect himself and expanded it to push Metal Sonic back. The robotic doppelgänger flew straight up into the air as a bright surge of orange electricity surged all around him. He was preparing his V. Maximum Overdrive attack. And Cinder mirrored his actions as she hovered in the air and generated an enormous sphere of fire all around her, almost like a miniature sun had just formed in the chamber.

Ozpin knew he couldn't counter both at once. He could probably counter one, but that would leave him vulnerable to the other. Using all his available power, Ozpin plunged his cane into the ground and channeled as much magic power as he could into a sphere that glowed brighter than the other ones he used, residual green sparks of energy shinning around him.

At the same time, Cinder condensed all that literal firepower into a single massive blast that she shot at Ozpin, while Metal blasted forward like a missile with his V. Maximum Overdrive, his body spinning rapidly as the powerful energy surged around him. Both attacks struck the shield in near-perfect synchronization…

*BOOM!*

A massive explosion of fire and electricity rocked the entire underground chamber, blasting away most of the floor and even a few of the surrounding walls.

When it was all said and done, and the dust settled… Cinder was holding her knees to catch her breath, and Metal Sonic was across from her, his body smoking slightly as he let his systems cool off and re-charge. Ordinarily, the V. Maximum Overdrive would have overcharged his internal circuits and left him vulnerable for a time… but thanks to some Dust upgrades, such as Lightning Dust to provide an extra power source until his circuits self-repaired, and even Ice Dust to help cool his internal circuitry down, he was at least able to stand tall.

And in the middle of both of them was Ozpin, laying stomach-fist on the ruined ground. His green Aura flashing until it faded away as he clenched the handle of his cane tightly like it was the most precious thing in the world to him.

That is until Cinder brought her flaming blade down to sever Ozpin's hand entirely, causing him to scream in pain before Metal collected the cane, pressing a button on the handle to retract the rod. Metal took a brief scan of the weapon to get a good read on how it worked before clipping it to his side.

"Such a waste…" Cinder tisked as she kicked Ozpin over to his back and loomed over him. "And this is only a fourth of the power you once wielded? What could have possessed you to give up all of this? You could have actually stood a chance against Salem if you kept this power, but all you did was weaken yourself."

"It's a shame… that… power… is all you think about…" Ozpin struggled.

"I think I've had enough you." Cinder held one of her blades and superheated it, raising it and ready to thrust it into his heart. "Enjoy the afterlife for the thousandth time." But right as she thrusted downward…

"Hold it!" Eggman's voice came through her earpiece as Metal grabbed her by the arm to stop the thrust just an inch above Ozpin's chest.

"What?!" Cinder exclaimed.

"I wanna have a chat with him. Bring him up top." Eggman ordered.

"Are you serious right now!? You want to give him a free pass?!" Cinder argued. "I can still…!"

"Did I ask for your opinion?" Eggman's voice warned, and Metal tightened his grip on her arm. "And don't get cocky just because you have the whole power set now. You are still no match for my greatest creation who can and will break every bone in your body if you don't do what I say."

Cinder winced as she felt Metal's grip tighten even more and he eyed her warningly with his glowing red optics. Giving a deep groan, she relented. "Fine."

"Good dog."

Back outside Beacon Tower, the last of the Advanced Paladins had been ripped apart by Fenrir in his Egg-Beatle, while also causing another Atlas solider underneath one of his mech's legs, before he turned his attention to the members of the Ace Ops close to him, launching a volley of missiles at Harriet, Elm, and Clover as they dodged however they could. Harriet tried to speed up to his side and strike at him, only for the ground below her to explode as a fire blast from Mercury's Egg-Viper blew her back. Mercury then saw Emerald struggling against Vine while Iila parried her weapon against Marrow's own, leading him to direct his snake-like mech in their direction, flailing his tail to smack Vine and Marrow away, the two crashing on the ground before Marrow's own Aura shattered and he was knocked unconscious, forcing Vine to pick him up in his right arm and use his Aura Limbs on his left hand to stretch away and avoid the next attack, which came in the form of a tail smash.

Meanwhile, a clash of white and red erupted all across the area as Winter and Adam engaged in a vicious sword-duel, both moving with such speeds that they were practically even. But while Winter moved with such grace and agility, Adam went on the attack with focused, yet powerful and deadly swings of his sword. When they locked blades again, Winter detached a secondary sword from her main blade and sliced upward at Adam, forcing him back before she leapt into the air, erected several Glyphs behind her to throw multiple ice shards at him, but Adam rolled out of the way and dashed to where Winter would be, but she used a Glyph under her feet to provide some extra boost as she jumped backwards and performed a summon to create a pack of white Beowolves, which she sent directly at him.

However, Adam simply held the handle of Wilt. His hair and the some markings on his black clothes glowed a bright red just as the white Beowolves lunged at him. In the blink of an eye, he sent a powerful red energy slash forward to slice through all the summons before facing against Winter again.

"You'll have to better than that." He told her. "I'd say 'quit hiding behind your forces and face me like a warrior', but since you're a Schnee, that's probably asking for too much." He said with a smirk.

Winter narrowed her eyes at him. "How little you know of my family, but I know much about you, Adam Taurus. You're responsible for well over a dozen murders."

"And how many deaths are your family responsible for?" Adam pointed back. "What's even more pathetic, is that not all of them are Faunus. You don't even hesitate to sacrifice your own kind for your own benefit, but you at least make the effort to make Faunus extermination that much more painful." He clenched his sheathed sword. "You didn't even take the White Fang seriously before, did you? Even when we started fighting back, you think we're not worth the effort. But not anymore. Once Beacon is reduced to rubble… Atlas is next!"

Adam then fired Blush, the sheath of his sword that operated like a rifle to shoot his sword at Winter, and while she did deflect it with a swipe of her sword, Adam had quickly closed the gap to grab both her wrists with his hands and pulled his knee into her stomach, followed by a headbutt to her face to knock her back just as Wilt fell back into his hands and he went on the offensive with his red-clad sword, with Winter blocking the slashes as best as she could.

However, just as their blades clashed, a pink blur had come towards Adam's side, which was revealed to be Amy as she slammed her Piko-Piko into his side to knock him away, causing him to roll across the ground before getting back on his feet. But even then, Adam was forced to take several steps back as gunshots from Ren's StormFlower and Pyrrha's Milo, which caused him to back into Jaune who swung Crocea Mors at him, but Adam recovered quickly enough to block the sword-strike with his own blade. He then kicked at Jaune's feet to knock him down, only to look in surprise to see Nora rushing him past the downed Jaune, who had been using himself to hide Nora's charge, and swung Magnhild upward into Adam's jaw that sent him up and crashing back down to the ground.

"You good?" Amy asked as she helped Winter back to her feet.

"Yes. Thank you." Winter nodded as Team JNPR regrouped beside them.

"So that's the big-bad Adam we've heard about." Nora commented. "Looks more like an angsty kid than anything else."

"We shouldn't underestimate him." Pyrrha advised. "Nor for the rest of our enemies."

"But that's why we brought back-up." Jaune smiled confidently.

As he said that, a powerful green energy beam was shot at the side of the Egg-Beetle, landing a direct hit and sending the large mech crashing into the side of Beacon Tower, while the Egg-Viper was forced back by several rapid-fire gun shots, concussive blasts, fire bombs, elemental strikes, and other various long ranged attacks. Emerald and Ilia were also forced back to the two Egg mechs as they saw enemy reinforcements arrive.

The recovering Ace Ops were more than a little surprised to see Teams CFVY, SSSN, FNKI, along with Ciel, Brawnz, Nolan, Cardin, Dove, Rouge, Port, Oobleck, who all joined alongside Team JNPR, Amy, and Winter, and at the front of the group was none other than Team RWBY, led by Ruby Rose herself with Penny landing right next to her, and the barking and growling Zwei at her feet.

"Sorry were late." The red-clad girl said seriously.

As the heroes gathered together in front of them, Fenrir and Mercury both glared from within their respective mechs, while Emerald couldn't help but look more than a little nervous. Ilia saw Blake and instantly her resolve faded.

Blake herself saw Ilia and looked with concern in her direction, but the second she saw Adam, she felt her blood freeze. This wasn't Mimic impersonating him like before. The minute she laid eyes on him, she knew that it was the real deal this time. And when she saw his masked face look at her, he simply smirked. She would have backed away on instinct, had Yang not grasp her arm, and gave her an assuring look and nod. Same for Amy as she stepped towards Blake's side. This caused Blake to relax as she tried to steel herself for the fight ahead.

"Late, you say?" Adam said with a chuckle. "I'd say you're all right on time, actually. On time to see the pinnacle of your wretched society, crumble!"

No sooner than when he said that, the massive eagle-ship, which was now hovering above Beacon Tower from an angle, opened its bow, which had the face of an eagle as a large sphere of electricity charged up from inside the open beak.

Eggman sneered as he stood in front of a control panel on the bridge of his ship. "With Beacon's fall… Let the Eggman Empire rise!" He slammed his fist down on the console.

A large beam of electricity was shot at the top of the tower, and when it struck, a massive sound of thunder could be heard throughout the air, followed by a bright electrical explosion that all but obliterated the top of the tower.

Everyone down below… from all the students to professional Huntsmen, and the two anthropomorphs alongside them, to even Tails and Ironwood as they flew through the air in their respective crafts, every single one of them looked in complete and utter shock at what had just happened. Even Emerald, Illia, and Mercury were somewhat surprised by this sudden display of overwhelming power.

"No…" Glynda's face went pale as she, Sonic, Qrow, Shadow, Knuckles, and Omega saw the destruction of Beacon tower even from their spot. Qrow's eyes widened like dinner plates with Sonic and Knuckles looking surprised themselves, while Shadow narrowed his own eyes with a glare at Eggman's ship, and even Omega clenched his metallic fists.

However, their shock would not last as they were once again forced to contend with the approaching Grimm horde, which showed no signs of slowing down.

"Oh-ho-ho! Well isn't that a sight?" Eggman chuckled. "I bet you're loving this!" He looked to the Seer Grimm.

"While this is satisfying to behold, let's at least make sure the job is done thoroughly." Salem advised.

"Correct, ergo…" Eggman pulled up a holographic monitor to show Tails flying around in the Cyclone, alongside Ironwood in his stolen Egg-Hawk. "Orbot, Cubot, have all remaining battleships focus their firepower on blasting Tails and his tin-man friend out of the sky."

"On it, boss." Orbot said as he and Cubot began to direct the rest of the robotically manned vessels remotely on their respective consoles.

"I sure hope Tails has insurance. That's a nice-looking plane." Cubot said.

Eggman then opened up his own comms. "All remaining White Fang forces converge on the ground at the base of Beacon Tower. Wipe out what's left of this feeble little resistance."

In that instant, all of the Egg-Fleet battleships and gunships that polluted the skies of Beacon campus, directed all their cannons and guns to the two smaller vessels and opened fire, causing the sky around them to light up.

"Ironwood, dodge!" Tails warned as he directed his Cyclone to avoid as much of the gunfire as possible, with Ironwood trying the same. But despite his own piloting skills, it was difficult to navigate through all these explosions in such a large airship.

Simultaneously, all the remaining Egg-Hawks that were still operated by the White Fang, descended to the courtyard that surrounded Beacon tower and opened fire with machine guns and missiles.

"Scatter!" Port warned everyone as the gathered heroes all moved in separate directions, which prompted Fenrir and Mercury to pilot the Egg-Beetle and Egg-Viper into the fray, with the former charging at the Ciel, Vine, and Clover, with the latter going after Rouge, Pyrrha, and Jaune. Emerald and Ilia both hesitated for a moment, with the latter looking ready to charge in herself, only for Emerald to grab her by the arm and nudge her head over to the side. Ilia knew what Emerald's Semblance was and how it works, it also seemed to work well with her own natural chameleon ability. With a nod, Ilia decided to follow her, if only to be able to best take out some targets.

Blake used her Semblance to speed away from a diving Egg-Hawk, but was knocked to her front on the ground by the gust of wind as the vessel pulled up, only to find herself at the feet of Adam. On instinct, Blake used her Semblance to bring herself back up as she drew Gambol Shroud's gun mode and aimed it at him with shaky hands.

"Hello Blake. Did you miss me?" Adam greeted in a seemingly friendly manner. "I missed you."

"Stay back…! I'm warning you…!" Blake shook like a leaf, trying to keep her weapon steady, but even as Adam stepped closer, she couldn't pull the trigger.

"What's wrong? We haven't seen each other in such a long time. How about we… catch up a little bit?" Adam offered as he held out his hand to her. "Come with me, and I can promise to get you away from this mess. Beacon's doomed, so is everyone else here. And don't expect your little blue savior to come to your rescue. He's busy dealing with all the Grimm right at your doorstep. But you can still save yourself, if you just give me a chance to help you do so."

"No! No… I… I can't…!" Blake stuttered, but Adam was already an inch away from her as he held her hand and she felt herself shrink under him.

"I know you, Blake. You're not your father. You're not suicidal or idiotic like him. You're a survivor, like me. And us survivors, best survive when we're together. Right?"

Suddenly, a Glyph appeared at both their feet, causing a large spike of ice to appear in-between them, forcing Adam away from Blake, and into the path of Yang, who launched herself at him to land a punch in his stomach, which sent him in Amy's direction who was able to lift her Piko-Piko up to smash him into the ground. Though he was quick to try and draw Wilt, Amy was quicker to speed away from the slash and regroup alongside Weiss and Yang as they stood around Blake protectively.

"She said 'no', you creep!" The pink Hedgehog glared.

"What... what are you guys…?" Blake almost couldn't believe that her friends were here.

"You said that you'd be there for me, right?" Yang recalled as she turned to Blake with a smile. "Well what kind of partner would I be if I'm not there for you?"

"We're a team, and more importantly, we're friends, Blake." Weiss smiled as well. "Your problems are ours too, and we'll solve them together."

Smiling emotionally, Blake stood straight as she stepped alongside them. "Thank you."

"Friends, huh?" Adam mocked. "With a human is one thing… but a Schnee?" Adam's smile faded. "You really have fallen, haven't you Blake?"

"Aren't you one to talk." Weiss glared. "And who are you to talk about working with humans?"

Yang scoffed in agreement. "In case you've forgotten, you're working as a lackey to that human, right now!" She pointed to the eagle-ship that served as Eggman's command ship.

"Eggman is a mean's to an end, and I have nothing to justify to any of you." Adam glared.

"Then it looks like we're done talking." Amy held the Piko-Piko tightly as Weiss pointed Myrtenaster forward and Yang readied her fists with Ember Celica. Even Blake had Gambol Shroud drawn.

Adam smirked as he held flicked Wilt from its hilt slightly. "Let's go." With that, he charged forward, with Amy, Weiss, Yang, and Blake doing the same.

Meanwhile, Ruby soon found herself backed towards Winter and Penny as an Egg-Hawk descended towards them, only for Penny to pull back all her swords and thrust her fists forward, causing a beam of green energy to shoot out from all her blades straight at the Egg-Hawk, causing it to explode. But the flaming debris was still falling in their direction.

Fortunately, Winter had quickly used a Glyph to erect a massive ice wall, which she further reinforced with Rock Dust. When the fireball struck, most of the wall was obliterated, but the three behind it were still okay.

"The summit of Beacon Tower has been destroyed." Penny said. "Which means, communication between all of the Kingdoms is no longer possible."

"But not the whole tower, just the top, right?" Ruby asked hopefully. "Maybe we can still salvage something? Tails is the smartest guy I know, I bet he can do it!"

"Depending on the damage, it may indeed be possible to restore communications." Winter granted. "But I suspect Eggman knows this, and he's keeping all enemy aircraft from the tower."

Ruby once again looked up to see the Cyclone caught between several explosions, with Tails no doubt doing his best to avoid being shot down. And even if he was still available, there was still the possibility that the damage was too serve, and communications couldn't be fixed. But they should at least know for sure.

"I'll go and see how bad the damage is." Ruby offered, much to Winter's own surprise. "I'm small and fast, with my Semblance I could probably get up there and see for myself. Sonic's told me how Eggman gets tunnel vision, he's probably so focused on the battle that he won't even notice me."

"Do you know anything on how to operate or repair communications technology?" Winter asked.

"I… uh…" Ruby didn't answer right away, which was a clear 'no' for Winter.

"I do." Penny said. "Allow me to accompany her."

"No, Penny. Everyone needs you down here." Ruby told her. "How about this…? I'll go scout the top and send you a picture through my scroll and… we'll decide what to do from there."

Winter thought for a moment. Ruby was at least right in that they needed Penny's help to even the odds in the ongoing fight, and she did see how Ruby performed alongside her sister in the Double's Round. Her speed was impressive, that and her small stature would make her ideal for stealth.

"A quick recon only." Winter told her, granting her permission to go. "If you see any enemy forces up there, fall back immediately. Do not go looking for a fight."

"I understand. Thank you." Ruby smiled.

"I'll provide you with a means to get up close." Winter said as she used a Glyph to summon a white Nevermore. "The enemy vessels may be drawn to it, but you can use it as a decoy to get closer and to your target."

"Okay. Thanks, again." Ruby said as she mounted the white Nevermore. 'Oh, this is so cool! I can't wait to see Weiss summon one of these!' She geeked out internally.

"Ruby…" Penny got her attention. "Be careful."

"Don't worry." Ruby smiled assuringly. "I'm combat ready." That caused Penny to smile back just before the white Nevermore took off. Winter was able to read Penny enough to see that she and Ruby have developed a friendship, and while Ironwood had forbade Penny from speaking to anyone a while back, it was still nice to see the girl make a new friend, someone who was close to her own sister no-less. But now was not the time to focus on that, they had a battle to fight.

"Penny." Winter spoke up.

"I know." The android girl became serious as she produced the many swords of her Floating Array and flew forward alongside a charging Winter to rejoin the chaotic battle.

Ruby rode the white Nevermore which flew straight up the tower. She was already half-way up when she noticed an Egg-Hawk flying in her direction, with the White Fang pilot and his gunmen already shooting at her. Just as Winter had said, this would be the perfect decoy. Ruby allowed the white Nevermore to be shot before she used her own Semblance to perform a speedy jump and held Crescent Rose backwards to fire several rounds and provide herself with extra momentum before swinging it upward in its scythe-mode to drive the blade into the building.

As she hung from the pole of her weapon, she looked to her side to see the white Nevermore shot and obliterated by the Egg-Hawk before it pulled upward and flipped upside down before rejoining the battle, not noticing her at all. Taking a brief glance down and up, Ruby saw that she was at least half-way up the tower, but she was certain she could make the rest of the distance if she went like this. Using her speed, Ruby extracted her weapon and sped up the side of the tower, and just before she could feel herself loosing traction, she swung Crescent Rose to strike the blade into the side again before repeating the process.

However, she was unaware of a certain black-feathered and red-eyed bird perched on a small ledge just below her. What was she doing!? Trying to get herself killed?! Going straight to the enemy like this all alone was a suicide mission! She almost flew after her, but took a glance down to see a blur of yellow, which the bird quickly identified as Yang, engaged in a battle with… with Taurus of all people! That was a recipe for disaster too. But at the very least, she had friends with her, friends that she knew Yang trusted and would pull her back if it got too dangerous. But Ruby was going up there alone! She would be in even greater danger than Yang currently was. With that in mind, the bird flew up after Ruby, and if it got too dangerous for her, she would pull her back and out of danger. Of course that would probably mean revealing herself to her, but since that black and red furred Hedgehog, one of Yang and Ruby's alien allies, had seen her already, there was a chance they already knew about her. But now was not the time to think about that. Now was the time to prevent that girl from suffering the same fate as her mother.

At the very top of Beacon Tower should have been Ozpin's office, but now it was completely obliterated. There was only the ruined floor which had burning rubble scattered all over, not even the gears of the clocks were there anymore.

A fiery explosion blew away some of the rubble that covered the hole where the elevator shaft would be as Cinder, her eyes still glowing, hovered out with Metal Sonic right behind her as he carried Ozpin before throwing him to the ground, allowing the man to see what had become of his workspace. There was a brief look of surprise before he hung his head down.

"Tell me… how does it feel?" Cinder asked mockingly as she pulled him up by his hair. "To have everything you've built, everything you've worked hard to gain, vanish in the blink of an eye? But… then again, you must be used to this by now."

Ozpin offered no response, but instead focused his attention on the spotlight that shined down on all three of them, the light that shined from the haul of the eagle-ship, right before something small hovered down from it. This was the Eggmobile with the scientist and mastermind behind this attack on board, allowing Ozpin to see him in-person for the first time as the Eggmobile parked itself just in front of him.

"A pleasure to finally meet you face-to-face, Professor Ozpin." Eggman smirked.

"Doctor." Ozpin greeted coldly.

Metal Sonic then walked to Eggman as he stepped out of his personal craft and handed him Ozpin's weapon. "Ah, what have we here?" Eggman took the retracted form of Long Memory and analyzed it for a second, even flicking its side slightly. "This could be interesting, or it could just be scrap metal. Whatever, I'll figure it out later." He put it into his coat pocket. "Cinder, make yourself useful and keep Sonic and the others from getting to the tower." Eggman ordered.

"By myself? Really?" Cinder mused, glancing towards Metal and wondering if he would try anything with her.

"I need to see for myself how a fully powered Maiden can fare against my most hated nemesis and if they're really worth all the hype that Salem sold." Eggman said. "So don't expect any back-up."

A malevolent grin formed on Cinder's face as her eyes glowed once again. "I won't need it." Using flames from her hands and feet, she propelled herself away from the tower and towards the front lines, leaving Ozpin alone with Eggman and Metal Sonic.

"It's a real shame that you gave up all that power, and there's four Maidens in total." Eggman began to address the professor as he was on his knees "You were probably the most powerful man on this world back in your hay-day." He noticed the stub on his arm where his hand previously was, with the wound seared shut rather recently. "At least you had the foresight to keep some magic and not just throw it all away."

"I assume Salem has told you of our circumstances?" Ozpin assumed.

"Yeah and that you were stupid enough to give up your chance of stopping her because you felt charitable to some stray brats who crossed your path." Eggman said.

"I didn't throw anything away. I gave four kind souls the ability to help others." Ozpin argued.

"And look where that ultimately led you." Eggman gestured all around him. "You made it possible for your enemy to take your own power and use it against you. At least if you kept it for yourself, Cinder wouldn't be so power hungry like she is now. In hindsight, maybe you should have had the ability to take the magic back for yourself if any Maidens misused their power."

"Perhaps…" Ozpin admitted. "But I do not regret my choice back then. What I'm concerned with is how you don't apparently have any regrets with the destruction you leave in your wake, Doctor Robotnik. Or should I call you Ivo? or Eggman?"

"Sonic was the one who gave me that nickname because of my uniquely shaped body." Eggman replied, gesturing to his own body for emphasis. "But the joke's on him." He sneered. "I embraced the name! I made it my own! His mockery is now a name feared throughout the ages! But to correct you, I actually do have some regrets. Mostly I regret failing to control all my previously acquired godly powers and use said powers to rule the world, universe, and/or multiverse!"

"But why?" Ozpin questioned. "You are a technological genius…"

"Thank you." Eggman interrupted smugly.

"But you use that power to harm others!" Ozpin argued. "You use it bring destruction when you can be helping so many people! You claim that I wasted my power? The way I see it, you waste your own gifts in all this senseless harm and chaos."

"Oh, what? You want me to be a charitable goodie-two shoes?" Eggman questioned. "I'm surprised that someone as old as you is so naïve. Here's the thing when it comes to people. You give what you have to them, and they may seem grateful at first… but the more you give, the more entitled they feel. They feel entitled to what you have, and what you have is no longer your own. If I gave my genius to the rest of the world, they would take that and everything else, and leave nothing left."

'Just ask my grandfather.' Eggman kept that part to himself. As much as he respected Gerald's genius, he made one mistake in trying to share his gift with the world. And how did the world respond? They not only took his own genius for granted, they feared him. They tried to take his genius from him, and everything else while they were at it. That caused Gerald to lose his mind and almost destroyed everything. Well, he won't repeat the same mistakes as his grandfather.

"Someone will take your gifts, but it won't be the people of Remnant." Ozpin warned.

"Salem?" Eggman scoffed with a laugh.

"You'd be wise to take her seriously." Ozpin narrowed his eyes. "She acts as your ally now, but once she has what she needs from you, she will throw you into the abyss and claim everything you have for herself."

"Not unless I betray her first." Eggman grinned as he leaned in close to Ozpin's face. "That's another problem you have. You think Salem is invincible and you can't beat her. You've all but given up any chance of doing that."

"That's not…" Ozpin tried.

"Oh please. Any idiot can see that you don't have any real plan." Eggman gestured all over. "Look at this society you've built. It's all walled inward, focused solely on defense. Like you said, Salem told me everything about you, how you can incarnate into new people every time you die. Your previous incarnation was the King of Vale, the one who won the Great War, right?"

"Yes." Ozpin confirmed.

"At that time, you actually had all the power you needed to defeat Salem." Eggman continued. "You had all of Remnant united behind you, you probably could locate and contact the current Maidens at that time, and you had access to all four Relics. Speaking of which… Metal." He got the attention of his most prized creation. "You wouldn't have happened to have found the Relic vault while you were down there, would you? Salem said that each Relic was located underneath each school, right?"

Metal shook his head in response.

"Are you sure?" Eggman asked.

Metal Sonic then projected another hologram from the open port in his forehead, which showed a three-dimensional schematic of Beacon, as well as the vault where Amber was located. There were no other chambers underneath the campus, or anything else that suggested a secondary vault where the Relic of Choice would be.

"Huh." Eggman brushed his own mustache as he contemplated this. "Either Salem was lying, or Beacon is a red herring and the Relic is located elsewhere. I wonder if that's the case for the other academies… obviously not for Atlas. That city needs something pretty powerful to keep it afloat perpetually, not unlike the Master Emerald and Angel Island… but the other academies could indeed just be fronts." He looked to Ozpin again. "And if that's the case, smart move on your part." Eggman granted, causing Ozpin to glare at him again. "That'll definitely keep Salem guessing. But… it's still not enough to win. Back to my main point…" Eggman then began to pace around Ozpin in a circle, with Metal keeping a close eye on the professor to make sure that he didn't try anything. "…you had the Relics, the Maidens, and all of Remnant united under you. You could have used all of that against Salem, easily. You could have used the Relic of Destruction and led the combined armies of Remnant to wipe her out and her Grimm forces. Or if that's 'too violent' for the noble hero, you could have used the Relic of Knowledge to determine her location, and the Relic of Creation to build an eternal prison for her, and transport said prison off Remnant entirely. But no, once again, you gave up all your power to create your ideal society… but only at the cost of putting the rest of your people in a situation where their only real way of living is just survival."

"I gave the people of this world the ability to make their own choices." Ozpin said firmly. "To be free and have control over their lives."

"You mean free to cause trouble?" Eggman countered. "Free to establish their own social hierarchy where all those lesser than them are fighting for scraps while those above keep everything they think belongs to them? Why do you think the White Fang exists? Because you gave humanity the freedom to persecute and oppress them."

"And you would take that freedom away." Ozpin argued. "Don't act as if you care for the White Fang or the Faunus in general. You are taking advantage of their plight, breeding more hate into this world and destroying innocent lives. They are not your allies, merely pawns to you and Salem."

"Just like all those students down there are pawns to you?" Eggman smirked as he stopped in front of the kneeling professor "Don't go act all high and mighty on me. You're the one who's arming pre-teen kids to wage a war that they don't even know exists, leaving them unprepared for situations just like this one. With the exception of Atlas, your kingdoms don't even have any military to defend themselves. Do you know how easy it was to invade and overwhelm Beacon even with Atlas' and Sonic's help? You've weakened your own people so much that they can't even go on the attack against Salem. How many kids have to die, or families you have to ruin, before you finally realize that you are not the hero? As much as I utterly loathe Sonic, he's at least not a hypocrite, and he's got the power to actually fight back. Were it up to you, you'd probably put him in cryostasis like that Amber-girl or even lock up the Chaos Emeralds inside more vaults and leave it like that indefinitely until Salem comes knocking." He then looked at Ozpin again as the man glared hard on him. "Go ahead, tell me I'm wrong. Try and give me another one of your long-winded speeches about unity and cooperation that you've probably rehearsed for the thousandth time, even though you don't mean a single word."

However, while Eggman was monologuing, Ozpin, despite his Aura still being severely weakened, and only just inching in recovering, he tried to focus as much magic as he could into his only available fist, and kept it as subtle as possible with only a faint green glow underneath his skin…

Unaware that Metal Sonic had taken notice.

Meanwhile, unknown to any of those above, Ruby was speeding her way closer to the top of what was left of the tower. Three or four more speed boosts would probably get her up to at least see what was going on

"Do you think you're the first one to say all of that to me?" Ozpin began. "To call me a hypocrite? To call my cause hopeless? That I should just give up?"

"You have given up. It's just a matter of accepting that." Eggman told him.

"I've made mistakes, yes." Ozpin continued. "But if I give up now, then everything will truly be for nothing. And I can't let that happen. I won't allow Remnant and all the innocent people who call it home to die. And I won't let either Salem or you destroy it all!" He tried to throw his magically charged fist at him…

Only for Metal to catch his wrist and throw his fist to the side, causing a burst of magic power to veer away…

With Ruby just only seeing that burst a mere ten feet above her.

"Thank you, Metal." Eggman nodded as Metal Sonic kept a firm grip on the professor. "Goodbye, Ozpin. Maybe in the next life, when you see the glorious empire that I've built… you'll see that I'm right. Until then… sayonara."

*PIERCE!*

Metal Sonic's arm blade, which had been charged with orange electricity to pierce through what was left of his Aura, had been thrusted through Ozpin's back and his heart, while also electrocuting him from the inside out.

Ozpin's body flinched slightly before he went limp, smoke coming from his now-deceased form… just as Metal heaved his blade to toss his body off the tower, sending it falling to the unforgiving ground below.

A gasp was heard from the other side, causing Eggman and Metal to turn to see Ruby, having just arrived to look in shock at what had just happened.

"Oh, hey there." Eggman waved. "It's Ruby Rose, right?"

The young girl looked in disbelief. Did they just kill Ozpin? Even if she had mixed feelings about him given what he and his inner circle tried to do to Pyrrha… he still acted kindly to her and her friends, even brought her into Beacon, which had been her dream since she was little. And now he's gone. His life unceremoniously and ruthlessly taken by the madman and his deadly machine in front of her. The same madman who brought an army to Beacon and endangered all her friends.

Clenching her fists tightly as a powerful anger surged in her, Ruby quickly had Crescent Rose brought out in its scythe-mode and sped to Eggman to swing her scythe at him with a mighty yell…

Only for Metal Sonic to appear in-between them, the robot gripping the pole of Ruby's weapon before spinning around quickly and thrusting his feet into her stomach, forcing her to let go of Crescent Rose and sending her crashing into a pile of rubble. Ruby didn't even get a chance to recover as Metal sped into her stomach hard with a homing attack, knocking the wind out of her. He then converted Crescent Rose into its rifle-mode and put it right into her stomach before firing. Again. And again. After the fourth shot, Ruby's red Aura shined before flickering at the firth shot, and finally shattered at the sixth, causing her to fall unconscious.

Suddenly, a glowing red blade was brought to Eggman's neck as a certain black-haired woman appeared behind him, gripping his left arm with her free hand and pinning behind his back.

"Call it off." Raven warned deathly.

"Well… I don't think we've met before…" Eggman was slightly surprised by the sudden appearance of this woman. "But… you do seem kinda familiar… have I met someone related to you?"

She brought her sword closer to his throat, and in response, Metal Sonic held Ruby's unconscious form up by her neck and had Crescent Rose out in its scythe-mode, with the blade less than an inch from her stomach, his red optics glaring warningly at the woman holding his creator hostage.

"Call your machine off, or your head roles. Final warning." Raven threatened.

"I have a better idea…" Eggman raised his left hand, seemingly showing he had no ill-intent…

Until a device emerged from his left cuff and into his hand, which he immediately pressed. Suddenly, an aura of dark purple energy covered Eggman's clothing and an invisible force propelled Raven off him. She acted quickly and tried to swing her blade at him, only for that same force to repel her sword. When she tried to lunge her sword with the intent to impale him, the blade was propelled to the side before it could even graze him, causing her eyes to widen in shock.

"Gravity Dust, my dear." Eggman backhanded her across the face, creating a more powerful shockwave that blasted Raven to the edge of the roof. "You don't arm a terrorist cell with a deadly power source without arming yourself first."

Raven got back on her feet with a growl, though her eyes did pay a brief glance to Ruby. If she couldn't kill him, she'd just go directly to the robot. It may end up leading her to reveal her own hidden power but…

Her split-second thoughts were interrupted as the end of a certain cane was pointed less than inch from her face, a ball of energy already forming at the tip as Eggman held Long Memory in his hand, his fingers over the trigger, the cogs moving as a faint glow could be seen within the handle.

"Let's see what this thing does, shall we?" Eggman mused before pulling.

Acting on pure instinct, Raven crossed her arms over herself as a wall of ice had formed in front of her, only for the energy at the tip of Long Memory to explode violently, creating a large blast that blew Raven away.

Even the resulting shockwave caused Eggman to stagger back slightly as he looked to the smoking cane in surprise. "Whoa… he was packing that the whole time?" He mused before he smirked. "Oh yes, I'll definitely find a use for this. And her too…" He turned his malevolent sneer in the direction of the unconscious Ruby, whom Metal now held in his arms.

Meanwhile, in Salem's own domain, the Grimm witch sat on her obsidian throne with a malevolent smile on her own face, mirroring the one the Doctor currently had on the other side of the planet.

She could feel it. Even if she couldn't directly control all the swarming Grimm approaching Beacon, she could feel the hostility that they were drawn too. The war and bloodshed caused by her ally and their mutual pawns, and it would soon spread like wildfire. She could even feel Cinder's growing power as well. She had now become the vessel for the Fall Maiden power. The key to the Relic of Choice was now in her grasp, and the vault may be soon as well.

It would seem Eggman's more direct approach had its values, and he hadn't even unleashed his final trump card yet. If all goes well, Beacon would fall… and all their forces could converge in on Vale, bringing down that kingdom would send a shockwave of fear that would paralyze all the other kingdoms and make them vulnerable for her to destroy one-by-one, claiming each Maiden power and respective Relic as she did so.

But there was still the wild card that was Sonic the Hedgehog. Despite her partner still not unleashing his secret weapon yet, there was still the risk that this Sonic could turn the tables on both of them, as he had in his numerous battles against the Doctor. Perhaps it was time to unveil her own secret weapon, one to weaken Sonic to the point where both their combined efforts would leave him as nothing more than a footnote in her story of retribution against those that wronged her.

Holding a crystal ball in her hand, she channeled her powers into it to connect to a certain Creature of Grimm that had yet to be revealed.

"It is time to awaken…" She spoke aloud. "Awaken from your long slumber… let the world tremble under your shadow… and destroy any and all that dare to stand against you."

Mountain Glenn was eerily silent as usual, despite the faintest sounds of thunder that was the result of the ongoing battle at Beacon some distance away.

But that silence would soon be broken as a mountaintop began to shake, almost like an earthquake had struck the whole area. Large rocks and boulders began to break off the mountain top, revealing patches of black and bone armor, along with a pair of glowing red eyes, followed by a low growl.

Suddenly, the mountain top exploded as an enormous Creature of Grimm had been awakened from its centuries-long slumber. It was larger than any Grimm seen before and it had a set of massive wings on its back, bearing the form of a giant demonic dragon. It shook off the last of the rocks and rubble from its back before it roared to the night sky above.

This roar had drawn the attention of all the Grimm that were within and near the abandoned settlement, from all the countless Beowolves, Ursai, and Creeps that dwelled within the old buildings, to the many Nevermores and Griffons that were nestled within those very mountains, and even the ancient Goliaths that were patrolling the area, waiting for their moment to strike. And now was that moment.

With another roar, the Wyvern flexed its wings and took to the sky, flying in the direction of Beacon… and right behind it, were the countless Grimm of all shapes and sizes.

Done.

And with that, things just went from bad to worse.

Eggman's forces have breached Beacon, a few students have lost their lives already despite everyone's best efforts to hold them back. Cinder has the full Fall Maiden power, Metal Sonic has killed Ozpin with Eggman taking his cane, and Eggman now even has Ruby (despite even Raven being unable to save her). And even worse, Salem has woken up the Wyvern and has sicked it onto Beacon, with a Grimm army right behind it.

I had really wanted to show all of Remnant just how dangerous Eggman truly is, and I believe this chapter more than cemented it. His army has overwhelmed most, if not all, of Atlas' forces and is on the verge of destroying the most well-respected Huntsmen academy on the planet, and Salem is moving in to lend a hand and finish the job.

Oh, I also gave a weapon and Semblance to Ciel, but I can't take all the credit. This all goes to a friend of mine named Luna, who gave her the idea of a the weapon, Cricket, and her Semblance Sol. You can expect Ciel to have a more active role in this story than just the one single appearance in canon.

How will our heroes recover from this disaster of a battle? Can they even recover?

All I can really say is that while this story has had some moments that made it veer away from canon slightly… the next chapter is where everything changes, and I can't wait to write it.

Until then, stay safe and stay healthy out there. Peace out.