Hi everyone. Here we are, the Battle of Beacon reaches its climax here. After so much build up, we have finally reached one of the most crucial moments in this story. After this, nothing will ever be the same anymore.

Also, news for those who haven't heard. RWBY has officially found a new home in VIZ Media, so it's future is looking good! It may be a while before we get any animation going, but the writers said they were working on Volume 10 before it was even greenlit. Still though, I imagine there is a lot of moving parts when it comes to the animation like this, but I'm still very excited for what is to come. As for whether or not anything there will impact my story… we'll have to see. I have a plan with an ending already determined, but at the same time, I'm keeping my plan open and flexible for any changes that may occur to due to any potential events that could happen in canon.

Oh, and this just so happens to be on the tenth anniversary of my career here at Fanfiction. Damn. :)

I honestly was not planning having this particular chapter appear on this date. I'd say that's pretty awesome. Ten years... Ten years of writing...

Let me think you all... from the very bottom of my heart... thank you all for all your support. You have no idea how much that means to me.

With that said, let's get started!

Silver and Gold

With a groan, Raven pushed aside the rubble that had piled on top of her as she recovered. Standing up to briefly assess her surroundings, she saw that she was now in the burning remains of the dining hall. The roof had been obliterated and there were more than a few holes scattered across the floor as the windows had been shattered, and whatever was left was now burning. No doubt this building was caught up in the carpet bombing.

'Back here again…' She looked to a table that was still standing up, yet also on fire, and for a brief moment… she saw herself, far younger, sitting alongside her brother, the man she would develop feelings for, and her leader who would be something like a sister to her. Back to a time when things made sense, and she could be happy.

'I told you, Qrow. Tai... Summer... I told you all! I warned you that this would happen! But none of you cared to listen. You'd all rather sit in your little cradle of safety, thinking nothing like this could ever happen! You all brought this on yourselves!' She ranted internally as she clenched her fists tightly.

But now was not the time to dwell on the past, especially when that happiness was nothing but a lie. She remembered how she got here, being blasted away by Long Memory, now in the hands of Salem's new partner… but more importantly… Ruby was in his clutches. Which would mean, she could fall into the hands of Salem soon enough.

'Damn it!' She cursed herself. How easy it would be to just open a portal to the girl, but just because she felt a sense of responsibility to her does not mean she had the same kind of connection that she shares with her birth daughter, her idiot brother, and former husband. She kept an eye on the girl most of her life and watched her grow up, but she never talked to her or made any sort of connection. She couldn't. Coming so much as an inch near the girl would invite Ozpin's wrath down upon her, and despite his claims of wanting peace, Ozpin was a force to be reckoned with, especially with all the people he's coerced to his side, such as the Atlas military and her former family. If she had taken Ruby and Yang to her tribe and raised them herself, that would be the equivalent of singing her own death warrant. Ruby was a Silver Eyed warrior, and a pawn to use in Ozpin's pointless war, while Yang would be a tool of manipulation to keep Ruby in line.

But after this… she may have to take a more direct approach. Though it was not the time to think about the future, focus on the now. That Eggman-guy may be allied with Salem, but he seems to be fixated on destroying Beacon and killing his enemy, that blue Hedgehog. So long as he was still alive, Eggman would stay at Beacon. Which means, so would Ruby. She may be a captive of the enemy, but she was at least safe… relatively speaking.

Yang was out in the open, facing a deadly enemy that she knew all too well, and just how much destruction and carnage he was capable of. Even with allies, Taurus may be too much for her. Oh, there will certainly be an emotional hurricane after this… but she had no choice. She had already dove into the inferno. She had to do what she could at this point. Her first step, would be to at least guarantee her own daughter's safety, before moving on to rescue Ruby, and bring them both back to the Tribe. She would tell them everything afterwards.

The last thing she wanted… was for either of them… to end up just like Summer.

Meanwhile, Ruby's eyes slowly fluttered open as she regained consciousness. What she first registered was a faint light around her, and the muffled sounds of explosions. She tried to push herself upward and stand up, only to find there was something restraining around her body. She even tried to speak out, only to feel something over her mouth.

Her eyes shot open as she looked at where she was and what had happened to her. She was in some kind of control room and was restraint against the back wall. Her wrists and ankles had metal restraints that were bolted to said wall, with the same kind of restraint that kept her arms to her body which were uniformly restraint to the wall. She even had a muzzle over her mouth to keep herself form speaking. She struggled against the restraints, but they wouldn't budge. Her attention was then caught by a boisterous laugh as a certain mad scientist sat at the central chair to observe the warzone outside.

"This is the most fun I've had since coming to Remnant! Let's keep this party going and turn up the heat!" Eggman said eagerly as he clenched his fists with Metal Sonic standing by his side, Crescent Rose folded up and quipped to the robot's back.

"At the rate we're going boss, Beacon should be under our control within the hour, boss." Orbot reported.

"Excellent." Eggman sneered.

The sounds of muffled groans as well as struggling had caught Cubot's attention as he hung more in the back. "Hey, boss? It looks like the girl's awake."

With a sneer, Eggman stood up from his chair to address his prisoner. "Welcome back to the land of the living, Miss Rose." He grinned as she glared back at him. "You're just in time for the main event."

"Doctor."

All eyes then turned to the Seer Grimm that had floated onto the scene with Ruby looking rather nervous at the sight of it. She had never seen a Grimm like that before.

"The Wyvern has awakened. It will be here soon along with all the Grimm in the region."

"You can control them, right?" Eggman asked. "I just don't wanna get caught in the crossfire, is all."

"Through this Seer I am indeed able to control the Wyvern, although I cannot control any of the smaller Grimm, nor those that are spawned from it. While I can guarantee your own safety, so much of the White Fang and your mechanical forces will be swept up in the chaos."

Eggman waved it all off. "I can always rebuild my robots, and this is only the Vale branch of the White Fang. I'll just use them as martyrs to recruit those in Mistral next. Oh, by the way, Ozpin is dead."

"Is that so?" The voice on the other side questioned.

"Really didn't have much choice." The mad scientist replied. "He would have blown all of Beacon tower just to get to me. Not at all the pacifist you made him out to be."

"He's always been a hypocrite. But this will bode well for us. With him gone, all those who followed him will be directionless, perhaps even turn on each other to try and take his place."

"Didn't you say he could reincarnate though?" Eggman asked.

"Yes, but as I've also told you, it doesn't happen instantaneously. It may be a few years before we see him again, more than enough time to do what we need to do. Still, it would have been nice to see him again, and maybe catch up a bit."

"Well, old Oz may be gone for now, but I did manage to get a nice consolation prize." He turned to the restraint Ruby. "You said something about a rare breed of people with silver eyes, right?"

The Seer then rotated its form to gaze at Ruby, who tried to inch her head back and look away as the floating Grimm levitated closer to her. She gave a muffled yelp as one of its tentacles moved up to caress her face.

Sitting on her obsidian throne, Salem looked into her crystal ball to see the image of Ruby Rose herself. She had encountered more than enough of these kinds of people to get an understanding of them just from one look. One glance in her frightened eyes was enough to tell her everything. This was a mere rookie, one who likely doesn't know anything about her own power, much less how to use it.

But it was this girl's appearance that really drew her attention. She was the spitting image of…

"What is this child's name?"

"Ruby Rose. And from what I've seen, she's close to Sonic." Eggman informed.

Rose… A sinister smiled crossed the witch's face. "Yes… this will suffice quite nicely."

"We have full control over the CCTS network, boss." Orbot reported. "Our ship's systems are now directly connected into the other three towers across Remnant."

"Oh, are we gonna put on a show for everyone?" Cubot asked eagerly.

"Yes, indeed." Eggman sneered as he walked away from Ruby and sat back in his command chair, typing away at the console in front of him. "It's time to drop this veil of peace that Ozpin has been careening for so long. And show the rest of this world the cold hard truth of their reality…" He began to type away at the console in front of him.

"I am in the City of Vale now, where a crowd of people are all gathered outside to try and watch the battle that is currently taking place at Beacon Academy!" Lisa Lavender reported on live tv as she was in the middle of a crowd of anxious people, all near a line of police tape where several police officers were keeping them at bay. "The police won't let anyone leave the city's permitter towards the academy, but they are urging people take shelter in the event of a Grimm attack. Though we have no confirmation as of yet, there is much speculation that the Atlas military currently stationed at Beacon is engaged in a battle against the White Fang and some unknown militia aiding them, and Creatures of Grimm have been seen moving toward the academy…!"

The television was kept on as Taiyang Xiao Long, the father of Ruby and Yang, was packing the last of his supplies and prepared to head out the door to get to Beacon. After slinging a bag over his shoulder, he pulled out his personal scroll and tried once again to call his family.

Ruby was first, followed by Yang, and then Qrow. But there was no answer from any of them. Even if CCTS were to go out, Patch was still within Vale's perimeter and communication between the island and mainland was still possible. The only reasons why his family hasn't answered was because they were unable to, something has happened to their scrolls, or to them personally.

He didn't know what was going on, but one thing was certain. There was trouble at Beacon, and his family were right in the middle of it. He may be out of practice as a Huntsman, but he was not going to leave his family behind. Not again. He'd swim to Beacon if he had to.

Right before he went to the remote to turn the television off, it suddenly blinked to static, much to his confusion.

"Hold… *BZZZ*…" Lisa Lavender seemed to be getting static interference on her end too. "There… *BZZZ*.. error in communi… *BIZZZ*…. Interference…"

Suddenly the entire screen had changed to reveal the appearance of a man that sat cross-legged in his command chair with a confident expression, a man whom Taiyang didn't recognize.

"Ladies and Gentlemen of Remnant, we interrupt you regularly scheduled chaos for an important announcement. My name is Doctor Eggman." The man stood up from his chair and gave a formal blow as Tai gave the television his full and undivided attention. "Ruler of the Eggman Empire, the soon-to-be ruling body of your whole world!"

It was not just Patch however, every television and mobile device across all of Remnant was seeing this announcement. From Vale to Mistral to Vacuo to Atlas and Mantle, and even Menagerie.

Every human and Faunus who had access to a mobile device, or was near a television, had stopped their usual business to see the boisterous man address the planet.

"For so long, Remnant has appeared to be in a state of peace." Eggman began. "There hasn't been any wide-scaled conflicts in over a half-a-century, no kingdom has declared war on one another, and the only real 'episodes' of conflict you people have, outside of Grimm attacks, are a few skirmishes with the White Fang. All and all, your world appears to be enjoying some nice little peace. At least… that's what your world leaders want you to think."

"The truth is your little bit of peace is only surface level. Underneath it all, resentment and fear have been piling up like dirty laundry, and nobody, not even your precious Huntsmen, have made the effort to actually clean it."

Eggman's broadcast went on as Theodore sat in his office at Shade Academy with Xanthe Rumpole standing by his side, both looking to the screen in front of them as the woman looked somewhat nervous while Theodore glared as he brought his fists to his jaw.

"Let's take the White Fang for example. Most people just think they're a bunch of overly zealous protestors who pose no real threat to humanity. Well, I'd say the teachers and students at Beacon Academy might disagree with you on that."

With a snap of his fingers, the screen that showed Eggman's face had changed to reveal an aerial view of the current situation at Beacon Academy. Most of the campus was up in flames, multiple vessels belonging to the Atlas military laid scattered, broken and burning across the ground, and several students and soldiers were still fighting for their lives even as Creatures of Grimm strolled in.

Such a scene caused Willow Schnee to gasp in fright as she dropped the wine glass she was holding which shattered on the ground. Whitley Schnee, her youngest child, stared at the television with a wide-eyed expression of shock.

Nearly every servant in the Schnee manor, including a short, slightly heavyset man with balding man and brown hair and a mustache couldn't take his eyes off what he was seeing on his scroll.

Even Jacques Schnee stood up in shock as he saw the destruction unfold from the television in his own personal office.

"Now you're all probably thinking that this is fabricated, right?" Eggman continued as the POV of the monitor continued to show the destruction of the once prestigious campus. "How could Remnant's strongest and only military be overpowered by a those 'filthy animals? Well, let me tell you why. They had help."

Down in Mantle, people gathered around a television store, looking and listening to the announcement, and among them was a young woman with tan skin, light blonde hair tied back in a ponytail, and violet eyes; she along with her own team of Huntresses, continued to look at the screens in front of them, appearing more than a little nervous.

"Help from yours truly, the greatest and most scientific mind in the multiverse, Doctor Eggman! Just look at my brilliant creations!" The screen shifted to reveal a marching line of various Badniks as well as the Egg Fleet that hovered over them. "My machines make those lousy contraptions at Atlas look industrial. It was thanks to me that the White Fang was able to overpower Beacon's defenses with little effort. And it is me, who will finally bring order to your chaotic and poorly defended planet!"

Leonardo Lionheart used a towel to wipe the sweat from his forehead as he continued to watch everything unfolding in front of him on his monitor.

Sienna Khan, the leader of the White Fang in Mistral, stood up from her personal throne in absolute fury as she looked at the ongoing assault on Beacon via her scroll as Eggman's face appeared once again.

"I personally sympathize with the Faunus and their plight. They are clearly the superior species on your planet, and yet they are constantly kicked down and treated like garbage by the inferior masses. Well, the time of change is now upon us."

"I will build a new world order for Remnant! Under the banner of the Eggman Empire, your world shall be a jewel in the cosmos! I will grant you more advanced technology than you would dream of! I will make sure the Faunus take their rightful place at the top of the food chain! Underneath me, of course." Eggman laughed.

Kali Belladonna put both her hands over her mouth in fright and found herself leaning into her husband's side as Ghira put an arm around her for comfort and looked at the screen with a deathly serious expression.

"But let me make it clear that if anyone tries to resist my rule, I'll burn their kingdom to ash!" Eggman declared. "I'm not above destroying everything you hold dear and building something new atop all your bones. So, you have a choice, people of Remnant. Join the Eggman Empire, or burn! Just ask Professor Ozpin!"

Taiyang looked in shock as Eggman revealed Long Memory in his hand.

"That's right, the headmaster of Beacon, the most prestigious academy on your planet is dead. He lost his life at my hands, and his academy will continue to burn until there is nothing left! I'll let you all keep watching this battle so you can get a taste of what is in store for all of you if you don't submit. So, don't you dare turn off your TV, cause the best is yet to come! OH, HO, HO, HO, HO, HO!"

The screen cut off from Eggman himself to continue showing the rest of Remnant the ongoing siege at Beacon Academy.

With that, Tai bolted out the door. He didn't care what he had to do to get there. He was going to Beacon and pull his girls out of there! Even if he had to fight through hordes of robots and Grimm himself. He wasn't there when Summer needed him, and perhaps not even for Raven… despite Qrow telling him that it was her fault and not his. But that didn't matter. What mattered were his daughters, and he was going to save them.

"How was that?" Eggman asked the Seer Grimm.

"Well, you certainly have the world's attention doctor. I applaud your performance." Salem complemented.

"Thank you." Eggman said as he sat back in his chair. "Everyone's seeing this, right?"

"Yes, boss. The live feed is being cycled through not only your command ship, but all our vessels and available Badniks on the ground, and it's being broadcasted to the remaining three towers in the other Kingdoms." Orbot reported. "Everyone on Remnant is seeing this."

"Perfect." Eggman swiveled his chair around to look at the shocked and restraint Ruby. "Don't you dare look away either little missy. Like I said, the real fun is just about to begin." He sneered as he swerved around and continued to watch with excitement all while Ruby struggled even harder to escape her restraints.

Beacon

Being forced back toward the courtyard, the outer perimeter being lost by the incoming horde of Grimm, the group that consisted of Sonic, Shadow, Qrow, Knuckles, Omega, Glynda, and the surviving Atlas soldiers and Paladins did their best to fight off the dark and demonic monsters that kept advancing like a never-ending river.

Sonic had zoomed into a pack of Beowolves and Ursai before using his Blue Tornado to suck them up and send them flying away before gunning for an approaching Death Stalker, drawing Caliburn as he swiftly limboed under the stinger and claws to slide underneath the giant scorpion-like Grimm, and drove his sword upward while he slid to slice at it's vulnerable underbelly before coming out behind it as it fell apart and disintegrated. He then proceeded to jump up to a group of Griffins with a series of Homing Attacks.

Knuckles obliterated the head of one Ursa with a single punch with his right fist and ran his left axe behind and into the open mouth of a charging Beowolf and shattered it skull easily. He then ran into a group of six Grimm and leapt forward while also spinning with Galatine pointing forward for a drill-like attack to skewer through most of the Grimm and appeared behind the remaining two, which turned around to lunge at him, but the red Echidna punched the ground with enough force to create a shockwave and send them flying into the air, which he was quick to dispatch with a punch and an axe-slice as they came down.

Qrow had Harbinger converted into hits gun-mode to shoot down two Griffons in the air before seeing a trio of Beowolves come his way. Quickly converting his weapon into its scythe-form, the veteran Huntsman charged the Grimm as he spun his weapon in a circular formation and ducked just as the Grimm lunged at him before thrusting his spinning weapon upward to slice the Beowolves to ribbons. Though he heard a loud caw from the air and looked up to see an incoming Nevermore flying down to the courtyard. Qrow was more than ready to jump and fight back…

Only for a bolt of energy to strike the Nevermore's wing and send it falling just as a black-and-red blur struck its side as it fell and sent it crashing to the ground. While it was a down, a Spin Dash, with a sword added to it, was enough to decapitate it and finish the flying Grimm. Shadow stepped away from the disintegrating carcass and saw Qrow, who looked at him with a neutral expression showing that while he wasn't mad at Shadow for taking his kill or anything, he wouldn't thank him either. The black Hedgehog said nothing as he heard the sounds of more Grimm coming behind him and waved his hand to send a series of Chaos Spears in their direction to blast the front-most away before dashing to intercept the rest.

Glynda had used her Telekinesis and to pull up several pieces of debris and send it forward to the incoming swarm of Grimm, bashing and tearing several down, but more were coming in from behind that horde. And while Glynda was more than prepared to keep fighting, several rounds of gunfire came from her sides as Omega and a few Atlas soldiers joined her to shoot the incoming monsters.

"Long range sensors indicate more Creatures of Grimm incoming." Omega reported. "With the losses sustained here, we must consider a possible withdraw."

As much as the teacher hated to admit it, Omega might be right. Most of Ironwood's forces were decimated, Beacon tower has fallen, and they've lost contact with Ozpin. Beacon might not survive this, especially since the Grimm showed no signs of stopping.

However, a roar had caught their attention as they looked towards the besieged perimeter to see a charging Goliath.

"Incoming!" Glynda warned, alerting everyone else as the saw the Goliath gunning straight for them.

"Are you freaking kidding me?!" Qrow exclaimed as they dodged the charging elephant-like Grimm as it entered the courtyard, taking down two Paladins in the process. Immediately, all the Atlas soldiers and Omega concentrated their fire power onto the largest Grimm present, but all it did was irritate the beast as it swung its tusks in all directions, knocking away several soldiers, though Glynda was able to use her Semblance to pull a few back before spotting a downed Paladin mech and picked it up with her Telekinesis before sending it crashing and exploding on the Goliath's side, and despite the damage, the monster was still standing.

"Heard you took down a Goliath! Got any ideas blue boy?!" Qrow said irritably to Sonic, who elected to ignore Qrow's attitude and tried to think of a way to bring it down. They had to be quicker than how they dealt with the one in the Emerald Forest with more Grimm likely on the way. But when Sonic spotted the tusks, he got an idea.

"Shadow!" He called to his fellow Hedgehog. "Cut off its left tusk! I got the right!"

"Understood!" Shadow called back as the two Hedgehogs sped to the Goliath, a trail of blue and red behind them as the elephant-like monster eyed the two incoming rodents. It lifted its front feet, standing back on its hind legs. Sonic and Shadow eyed each other as they nodded before splitting in opposite directions just as the Goliath brought its feet down.

The resulting shockwave that shook the entire courtyard, as well as knocked down everyone, human and Grimm, in the area, actually served to the Hedgehogs benefit as they had jumped at the same time, the shockwave giving them an extra boost that sent them up into the air. While airborne, Sonic and Shadow struck at the same time. Sonic used a Homing Attack to close the distance at the right tusk, grabbing it and holding out Caliburn before spinning around it like a circle and driving his sword into it before it was severed cleanly. Shadow, on the other hand, threw a Chaos Spear at the base of the left tusk to weaken it's bone structure before bursting forward with his air shoes and performed a Spin Dash with Arondight pointing outward to shatter through the base and break off the left tusk.

The Goliath roared as both tusks fell from its form, but before the hit the ground, Sonic and Shadow crossed each other with dashes to bash each tusk and knock them in certain directions.

"Knuckles!" Sonic called out.

"Omega!" Shadow called as well.

One tusk rolled across ground to the red Echidna while the other landed with the point in the ground near the former Badnik. Both of them saw what their companions had intended and followed along. Knuckles picked up one tusk with both his hands easily enough, while Omega retched the other one from the ground just as both charged to the vulnerable Goliath.

The monster, once again, attempted to lift both its feet for another shockwave, only for Sonic and Shadow to strike it across its body multiple times with Spin Dashes, Homing Attacks, and sword slashes, steaks of blue and red moving all over the beast to keep it distracted as Knuckles and Omega closed the distance. Once they were close enough, Knuckles came at the Goliath's left side and threw his tusk like a javelin while Omega used his rear jet boosters to blast himself, and his newly acquired weapon, towards the right side of the Goliath's neck.

Both tusks pierced through, crossing like an X into the Goliath's neck as it roared in distress. Glynda, wanting to make sure it was dead, used her telekinesis to grab each of the tusks and, with a grunt and some effort, thrust them upward at an angle to completely sever the beast's head.

The Goliath's headless form fell on its side as the head landed on the ground, before whatever was left of it began to disintegrate, which was followed by a brief moment of respite as the Grimm appeared to stop their onslaught… for now.

Qrow blinked for a moment. It would take at least one or two teams of veteran Huntsmen to take down a Goliath, and depending on the weapons, Semblances, or strategy they had, it sometimes took a while to finish the task. The quickest he and his former team ever took one down was probably ten minutes, but these guys did it in maybe three or four at most. He hated to admit that he was impressed with these guys, but right now, they had to focus on the job.

"Okay, now what?" He questioned, regrouping with the others during this brief pause.

"We need to gather the remaining students and retreat." Glynda said.

"And abandon Beacon?!" Qrow exclaimed.

"This school is lost, Qrow." Glynda argued. "The military is in shambles, and our students are fighting for their lives against Eggman's forces. How long until the Grimm breach whatever's left of our defenses and get to them?!"

"She's right. We can't hold this. We gotta go." Knuckles agreed.

"What about the Fall Maiden?" Qrow asked. "Or Ozpin?"

"We may have to consider them a loss as well." Shadow said.

"Of course, you would." Qrow glared, causing Shadow to glare back. "Just abandon the guy who took you guys in and leave unimaginable power in the hands of the enemy!"

"Do you have a better idea?" Shadow questioned.

"Alright, enough!" Sonic got in-between them before looking at Qrow. "Look, trust issues or whatever to the side, Ozpin's a veteran Huntsman, right? He can handle himself. All those students, your nieces included? They need our help first! We get them outta here, then we see what we can do about Amber or Ozpin. We just need to…"

"Alert! Incoming projectile!"

Omega's warning came in time as a massive fireball shot down from the sky, with the group breaking away to avoid the resulting explosion that burned away the spot they were at. Sonic skidded to a halt, only to gasp as the ground underneath him glowed hot in an instant before a pillar of fire erupted under him to send him flying into the air, where something… or someone… struck him in the form of a flaming projectile that looked akin to a meteor and drove him away through the air.

"Sonic!" Knuckles exclaimed in surprise.

"Creatures of Grimm detected!" Omega alerted. "Twenty meters and closing!"

Everyone looked to see another wave of Grimm moving into the courtyard and once again, charging the heroes as they took up arms once again to fend them off.

Sonic felt something wrapped tightly around his throat as he held onto whatever it was, opening his eyes slightly past all the flames the encircled on his attacker, he looked to see he was in the grasp of an enraged Cinder Fall as she flew him deeper into the campus and spun her body around before letting go, sending Sonic flying and crashing into the dorm building.

The blue Hedgehog recovered and soon found that he just so happened to land in Team RWBY's dorm. However, all the books, posters, decorations, belongings, and even the bunk beds that belonged to the team of students he befriended were set ablaze as well. Sonic had a hard expression at that before looking out the hole that was made upon his crashing and saw another fire ball about to come his way…

Only for Sonic to speed right through it and dash in the form of windy blue blur right to the airborne Cinder, strike her with a Homing Attack, and grab her by her ankle before spinning around himself while airborne.

"Let's see how you like it!" He said before letting go and sending Cinder crashing into the cobblestone pathway before Sonic landed on his feet near the smoking crater.

Said smoke turned into a blazing inferno as Cinder shot into the air, flames at her feet to keep her airborne as she looked down at the Sonic with an orange aura glowing around her eyes.

"Guessing those glowing eyes means you're a full Maiden now, right?" Sonic assumed. 'Which means Amber and probably Ozpin are…' He closed eyes slightly. He may have never known the girl, but she was still a victim. Innocent. She didn't deserve this.

Cinder laughed. "What was that you called me, before? A bully and nothing more? Now look at me! I am the Fall Maiden! One of the most powerful beings in this world! The power of legends now flows through my veins as it always should have! And this is only the first. I'll take all the Maiden powers, I'll become the strongest woman to walk this ruined world! Tell me, rat? Do you still think I'm 'just a bully'? A bottom feeder who's not even worth your time?! Well?! Do you!?"

"Someone's desperate for approval." Sonic commented. "Yeah, I do." He told her directly as she narrowed her eyes at him. "You killed a girl who was sleeping. Who couldn't even defend herself. What, you want a medal? I know you're the type. The kind of person who likes to watch… to do her dirty work from a distance… to go after those who are weaker. Too bad you don't have the guts to take somebody head on!" Sonic said seriously as he drew Caliburn. "Come on, let's see if these Maiden powers are worth the hype, and if you're even worth my time, ya bottom feeder."

The fiery woman clenched her fists tightly as her eyes glowed even brighter than before. "I am going to enjoy turning you to ash!" She blasted straight for Sonic, who leapt at her, resulting in a clash of blue wind and blazing fire.

Back near Beacon Tower, the entire area was swept up in chaos as the Egg-Hawks continued to fly and rain fire down on the ground, Teams ABRN and FNKI ended up getting separated from the main group and scattered around the area, fighting off whatever White Fang agent they came across. But Port and Oobleck led several of the other students around the area to try and find cover and return fire. Port stood alongside Coco, Velvet, Scarlet, Neptune, as they used their respective ranged weapons to shoot at an incoming Egg-Hawk and were able to leave enough damage that the White Fang pilot had lost control and the ship began to fall down and crash, leaving the group to fall back and avoid the deadly impact.

Several other Egg-Hawks had also crashed onto the ground thanks to the efforts of the soldiers and students, though a number of White Fang agents had survived the crash and decided to engage the students directly in combat, which included Cardin and the other students who had more close-ranged weapons like swords and clubs. One particular instance had Sun fighting two White Fang agents, avoiding their gunfire with his monkey-like agility and quickly closed in to strike them with rapid hits from his own weapon.

Fenrir piloted the Egg-Beetle as he gunned straight for Winter, who rode atop a Manticore Summon with Ciel riding behind her as it charged at the large mech. Both the white Grimm and mechanical monstrosity collided with the latter's pincers easily tearing through it, but this also allowed for Winter and Ciel to get in close as the former lunged her sword, erecting a Glyph to shoot several ice spikes towards Fenrir's cockpit, who tried to shield himself with his arms, just as Ciel landed in front of him, her Cricket converting into a light-sword mode as she tried to slice at him, but Fenrir was quick to pull out his chainsaw blade to block her strike. The Egg-Beetle was then blasted in the side by a giant green energy beam, causing it to tip and roll over just as Ciel jumped off and landed beside Penny, who had shot the attack, with Winter joining them.

However, the Egg-Beetle, despite being so badly damaged, quickly recovered as its pilot looked with a hardened glare at the three Atlesians in front of him.

"DIE! ATLAS TRASH!" He charged with his mech once again.

The Egg-Viper continued to coil and fly in the air as Elm tried to shoot it down with Timber in its rocket-launcher form, but Mercury was able to avoid most of the rockets, though one did hit the side of his mech. Pressing a certain button, the Egg-Viper coiled in mid-air as the sides all opened to reveal a multitude of missile salvos, which were all unleashed upon Elm, Clover, and Harriet down below.

Clover flicked his pendant as his two teammates stood close to him and let all the missiles hit all around them. Mercury grinned, thinking he hit them as he saw smoke, but as the smoke began to clear, he'd look only in shock to see that all three members of the Ace Ops were completely unscathed, a ring of rubble and scorch marks around them, but not one missile had hit its mark.

"What the hell…?!" He questioned.

"Someone's pushing his luck." Turning around, Mercury was shocked to see Rouge casually standing behind him. "Though it does make for a good distraction." She quickly grabbed Mercury by his jacket and flew straight up to fly him out of the cockpit, causing the Egg-Viper to fall and crash to the ground just before Rouge tossed Mercury away, who rolled across the ground before pulling himself back up.

"I got this!" Rouge called to the Ace-Ops. "Help them deal with the bug!" She pointed to the Egg-Beetle as Winter, Penny, and Ciel were still fighting it.

"Understood!" Clover called back. "You heard her, let's go." He told his teammates, whom nodded as they ran to assist Winter and the others.

Mercury glared as he saw Rouge land gracefully in front of him. "You just love making fools out of us, don't you?" The young man growled.

"Cause you make it so easy." Rouge smirked.

Immediately, Mercury kicked his heels to send multiple explosive projectiles Rouge's way, but she quickly and nimbly flew past all of them and closed the gap between her and Mercury, who tried to lash out a kick at her, but she intercepted it with a kick of her own. From there, he tried to kick her repeatedly, all while shooting multiple projectiles point-blank, but Rouge expertly countered all of them with her own kicks, causing Mercury's shots to veer away before spinning up and down to land a strike on his head, bring him down to his knees before she landed behind him.

"You're pretty good with your legs." She commented. "And that says a lot coming from me. But why not use your Semblance? Seems like the best time to use it."

There was no response from Mercury, other than a growl as he used his own speed to dash directly at her and lash out with a sweeping kick, but Rouge limboed under it easily enough and swerved behind him to land a kick there, knocking him flat on her face.

"Or maybe you can't…" She was able to figure it out easily enough. Mercury never used his Semblance during the Vytal Festival. She thought maybe it was something he'd want to keep hidden for when the time to strike presented itself. But he never did use it back when she, Sonic, and everyone else ambushed him and the rest of Cinder's group before either. And he wasn't using it now. Just relying on the mech that Eggman leant him, and now his own weapon and combat techniques. "You don't have a Semblance, do you?"

"Shut up!" Mercury lunged a kick backwards, but Rouge leapt over the resulting shot and used her wings to hover backwards and get some distance, which Mercury tried to close it again as he gave a sweeping kick, which she blocked and countered with a kick of her own.

"I can see it." Rouge smirked with her usual smirk as she saw the fury in the young man's eyes. "You don't have a Semblance, so you try and make yourself deadly enough without one to make up for it. You hang around with guys like Eggman cause it makes you look tough by association." He tried to punch her next, but she chopped his hand down and delivered a kick to his stomach to knock him back. "But no matter what you do, you still don't think you're good enough. Maybe somebody treated you badly, maybe somebody hurt you, so now you act all big and bad to hide that cute little inferiority complex you got." She giggled slightly.

"You don't know me! So shut your damn mouth, bat bitch!" In a fury, he tried to punch her again, but she not only caught his strike, but flipped him up and over before lying back down on her own back and dealt multiple rapid kicks to him while he was airborne before following through with a single and powerful strike from both her feet right into his face to send him flying straight up before landing back hard on the ground with a thud, his white Aura flashing, but not quite shattering yet.

'In a way, he's kinda like Jaune for the bad guys.' Rouge mused. "A real shame though, you got talent." She told her as she loomed over him and he pulled his head up slightly "How about you ditch this mess and join the right side? I'll even show you a few tricks if you want?" She offered as she extended her hand.

But he slapped her hand away. "Who the hell are you to tell me what I should do!? This is my life, and I do what the hell I want with it!"

She was disappointed but not surprised. "You try to be reasonable…" She shrugged with a casual smile as she saw him push himself back up. "Ah well, have it your way, sweetie." She waved her finger at him, silently telling him to come on, which he accepted with a charge.

At the same time, Vine had used the Aura limb on his right arm to create a makeshift barrier around himself and the unconscious Marrow, whom he carried with his left arm, while Emerald and Ilia shot at him with their respective weapons.

"Come on, he's running low!" Emerald said as she saw Vine's Aura flashing. However, Ilia also saw that, as well as Marrow's unconscious form. And the second she saw him… helpless and cornered… She couldn't help but flash back to a time when she was cornered in an alleyway, and dangerous people were coming at her with guns and crude weapons.

Wait… why is she thinking about that? Why would…? He was a Faunus too… and she was the one who put him in that position. But… he joined the Atlas military… the Kingdom that oppressed their people the most! He was a traitor! So why… why was she now feeling conflicted…?!

"This isn't going to help us! Eggman doesn't care about the Faunus! He's just using you!"

"I left because I didn't want anything more to do with all this hate and bloodshed!"

Blake's words rang through her head as she stopped firing her gun, much to Emerald's confusion. "What are you doing?! He's almost down!"

Ilia looked all around her and saw the growing fires, the smoke, the rubble… but more importantly… the dead bodies of all her fellow Faunus in the White Fang. This technology that Eggman had granted them… it was powerful… it made them feel strong… strong enough to finally fight back. But this… this wasn't how she thought it would go. The Faunus weren't supposed to be the ones dying… so why…? Why did her people continue to die here? And it wasn't just the White Fang, or even this dog Faunus in the Atlas military. There were quite a few Faunus students here, all fighting against their own people. All this bloodshed and destruction… what were they going to get out of it… when in the end… all she saw… was more of her people... dying...?

"Hey!" Emerald grabbed her by the shoulder and shook her out of her trance. "Are you in this or not..?!"

"I… I don't…" Ilia stuttered.

Only to be interrupted as Ren suddenly dropped in-between the pair, landed on his hands and performed a split-kick to knock both Emerald and Ilia away from each other. Ilia stumbled into Nora, who caught her in-between her own body and the pole of Magnhild before jumping up and flipping over to land head-first into the ground, and Emerald found herself caught between Jaune and Pyrrha.

The former swung Crocea Mors at her, but Emerald blocked it with one of Thief's Respite curved blades and tried to do the same with Pyrrha, but the girl channeled her Polarity through her own blade, causing Emerald's own weapon to miss and allowed Pyrrha to land a clean strike on her side, knocking her into Jaune who used the flat of his shield to push Emerald into Pyrrha again, who swung her sword and shield at her to knock her down.

"Get to cover! We'll handle them!" Ren told Vine.

"Thank you." The man nodded as he carried Marrow over to safety. One would assume that a veteran Huntsman and soldier of Atlas would feel ashamed to have to be rescued by students, but he felt none of that. Instead, all he felt was gratitude and pride. Pride in knowing the next generation of Huntsmen looked promising.

Ren then rejoined Nora as they faced Ilia, while Jaune and Pyrrha stood together against Emerald.

Blake used the blade of Gambol Shroud to block and parry the rapid quick sword strikes from Adam, but was forced on the defensive and unable to fight back. Fortunately, she wasn't alone as she used her Semblance to dash backwards, leaving a shadow-clone of herself to get sliced, while also clearing the way for Weiss and Amy to dash at him from the left and right sides respectively, the former using a Glyph to enhance her speed while the latter used her own natural speed. A cross-dash of pink and white struck Adam in the sides, causing him to stagger back and leave him open for a hammer swing from Amy, knocking him towards Yang who managed to strike him in the stomach with a punch.

However, Adam was quick to counter by firing the rifle of his scabbard, Blush, shooting Yang across her body and pushing her back before Adam swung his sword, Wilt at her, and while she blocked the slice with her right gauntlet, Adam dashed around her side and delivered a kick to the back of her head to knock her to the ground.

Amy and Weiss tried to rush him again, but Adam sheathed his sword and fired, sending the sword at Weiss with the hilt striking her in the face to stagger her. Adam dashed at her while she was disoriented and jumped to collect his sword while also kicking her in the face to knock the heiress down and quickly drew his sword to block the Piko-Piko from Amy.

"Heh, cute." The bull Faunus remarked, earning a glare from Amy before she pulled back and ducked under the slice from Adam's sword and used the pole of the Piko-Piko to block the next slice, while also haviing the mallet of the hammer on the ground while she swung herself, holding onto the pole to land a double-kick on him to knock Adam back. Amy pressed the advantage as she performed her own Spin Dash to speed into his stomach and swung the Piko-Piko upward at his jaw to knock him into the air, where a Glyph, courtesy of Weiss pointing Myrtenaster, appeared behind him to push him back to the ground where Yang met him with another punch, followed by a shotgun blast from Ember Celica to send him rolling across the ground, where Blake stomped on his stomach before he could recover as she pointed Gambol Shroud's gun mode at him.

"Still think I'm cute, creep?" Amy remarked as she, Weiss, and Yang gathered around Blake.

"We know how your Semblance works, don't even think of using it on us." Weiss warned, pointing her sword forward.

Adam scoffed. "You told them?" He looked to Blake who narrowed her eyes at him. "So much for loyalty. But then again, I'm not surprised."

"Like how you told Mimic about the things I've said to you?" Blake glared.

"You abandoned us, Blake. Abandoned me. You hurt me, so I'd say we're even now." Adam said.

"Even…?!" Amy hated this guy even more.

"Are you kidding me?!" Yang's eyes were glowing red.

"You told a murderous sociopath something personal… that I only shared with you… because I thought you were my friend…!" Blake clenched her weapon tighter as her hands shook. "And even now… you're helping a dangerous madman destroy a place that I could consider a new home! A chance for me to start fresh and you're burning it to the ground!"

"Not everything is about you, Blake." Adam replied. "I'm not destroying Beacon to get to you, but to tear down the order that has persecuted us for so long. The fact you're siding with a Schnee of all people shows you really don't care about Faunus anymore."

"Keep quiet." Weiss pointed her sword forward. "You are in no position to make such an accusation."

"Oh really?" Adam reached with one hand to remove his mask and reveal something that made Weiss' eyes widen in horror, complete with a gasp of shock.

His right eye was blue and appeared to be normal, but the left side of his face, including his left eye, had been horribly scared. Three simple letters. SDC. That was what was branded over the left side of his face and his left eye, revealing the grey iris and red sclera.

Blake winced as she saw that, having seen Adam's face a few times before. Yang looked in disgust and surprise at that with even Amy's own eyes widening, even as she glanced at Weiss who could only step back in horror, her whole body shaking.

"You did this." Adam pointed to his own face, looking at Weiss. "And it wasn't just me. So many of my people were branded like this, all because we dared to talk back. You brand us like cattle for the slaughter. You call us animals, not even worthy of being seen as your equals, even on the battlefield. But you know what? You're right. The Faunus aren't equal to humans. We're better. Superior! And I'll make sure everyone knows that… when we drive your kind to the brink… And your family burns!"

"I… I…" Weiss couldn't even find herself replying, staring at the scared face of her opponent, the scar that had the emblem of her family's company, her family's name, burned into his face. Branding… a means of enslavement… of property…. Of cruelty. She knew that the Faunus were poorly treated by her family… but she'd never even seen anything like this… her family name used in such a barbaric and horrific manner...

With Blake, Amy, and Yang momentarily distracted by Weiss' distraught, this left them open for Adam to grip the handle of his sword and use his Semblance point-blank.

Blake saw out of the corner of her eyes a flash of red as Adam's sword and hair glowed. Her pupils shrank as she used her Semblance to push back Yang and Amy into Weiss and knock them out of the way just as Adam slashed upward, sending a red wave that sliced into Blake and caused her to roll across the ground.

"Blake!" Yang exclaimed in shock as she dashed to her partner. Blake struggled to push herself up, her own purple Aura flickering, but not quite near shattering… though when she grasped her stomach area, she gasped upon feeling something wet and looked to see some blood on her palm, something that made Yang gasp as well. Even though Blake's Aura was still active, although somewhat depleted, Adam's attack managed to penetrate it.

"I've been practicing." Adam said as he stood back up on his feet and put his mask back on. "If I focus enough, I can actually cut through Aura. The effect is a bit duller than I'd like, but it's the dull blade that hurts the most, wouldn't you agree, Blake?" He said with a grin.

Yang clenched her fists tightly as her hair was already beginning to glow, with Amy glaring hard as she held the Piko-Piko tightly, both of them standing protectively in front of the injured Blake and shaky Weiss respectively while Adam maintained his smirk and held out his sword.

"Now, where were we?"

Meanwhile, in the air, Tails piloted the Cyclone towards the rear of a nearby Sawfish Battleship and fired a concentrated blast of Lightning Dust at one of its engines. This caused a spontaneous explosion that spread to the rest of the rear engines, leading to the rear half of the ship to explode while the rest of it fell down to the burning campus below.

"That's another ship down!" Tails smiled. But, that smile vanished as the Cyclone was rocked by some explosions in the back and glanced back to see a pair of Egg-Hawks flying behind him. "Whoa!" He steered his ship away as the two enemy craft gave pursuit.

However, as they focused on Tails, they were oblivious to the incoming Egg-Hawk, one piloted by Ironwood, as he dove down from the side and opened fire on the closest one. This caused the White Fang operated ship to explode on the side, which led to it veering into the other one, and then for both to fall and crash to the unforgiving ground below.

"The enemy has lost half of their air forces." Ironwood said to Tails as he flew his stolen ship next to the Cyclone. "But we still have to do something about the central flagship!"

Tails looked once again to the eagle-vessel that continued to hover over the ruined Beacon Tower and knew that Ironwood was right. "The Cyclone's scanners are already picking up a lot of Dust inside that thing, way more than any of the other ships we've seen so far. And…" His sensors also picked up another energy source within the vessel, one that was far more powerful than any of the Dust readings… and also very familiar. "He's got the Chaos Emeralds onboard!"

"What?!" Ironwood questioned.

"That's not just Eggman's flagship…. It's his main weapon! We gotta call Sonic and…"

Suddenly, a loud and piercing screech echoed throughout the air, one that drew the attention of not only Tails and Ironwood, but also all the students, soldiers, heroes, and even their enemies on the ground as they stopped their fighting.

Even Sonic, who had dashed away from a blast of fire from Cinder before zooming at her to deliver a Spin Dash followed by a sword swing to knock her down, stopped his attack as he heard the loud screech.

"What was that…?" The blue Hedgehog had a bad feeling about that. He turned to the recovering Cinder as she only smirked.

"Oh no…" Glynda stepped backwards as she, Knuckles, Omega, Shadow, and Qrow turned of the direction of the loud noise and saw something that made them all look in dread, even Shadow was surprised at what he saw.

It was the enormous dragon-like Grimm, the one that had emerged from the summit of Mountain Glenn. And it quickly flew its way past the perimeter and made its way closer toward the central campus.

And as it flew, enormous splotches of black liquid secreted from its underbelly and fell onto the ruined campus below. The second they hit the ground, the puddles of black liquid began to spawn other forms of Grimm, most notably Creeps.

"Is that… a Grimm dragon…?!" Sonic questioned, only to get blasted across the ground by a large ball of fire that was thrown at him by Cinder as she hovered above him with malevolent intent.

"You should focus on what's in front of you." She mused before thrusting her hands again to send another stream of fire at her enemy.

The dragon-like Grimm had made it toward the central campus, much to the shock and horror of all the heroes defending it, and even surprise of all the White Fang and their forces. The monster happened to notice Tails and Ironwood airborne and flew directly at them first.

"Ironwood, look out!" Tails tried to warn him, pulling the Cyclone just barely out of the way, but the creature was moving too fast and rammed its head in the direction of Ironwood's Egg Hawk. He tried to pull it out of the way, but the left side of the airborne vehicle was completely obliterated, resulting in it and Ironwood falling towards the ground, which skidded to a halt, right before Ironwood jumped out, rolling across the ground. Most of the clothes on his upper body had been burnt and torn, revealing the cybernetics that made up most of his right side.

However, before the general could think about what to do next, he saw more puddles of black liquid appear in front of him as a trio of Creeps were already rising up from it.

Acting quickly, Ironwood went to the Egg Hawk wreckage and yanked out the large turret that was attached to the right side and held it tightly as he opened fire with a mighty yell to tear through the Grimm coming his way.

And as he did, more and more puddles of black liquid had formed as the dragon-like Grimm flew around the central tower and perched itself at the ruined top before giving a mighty roar. As it roared, more and more Creatures of Grimm emerged from the scattered puddles of the area, much to the shock and horror of everyone present.

"Oh dear…" Oobleck muttered.

"Is… Is that a… Grimm dragon…?!" Rouge questioned.

"A Wyvern…" Winter's face went pale. "I… I heard stories but… I never thought it would actually exist…"

"We have Grimm!" Jaune alerted as all the spawning Grimm roared before charging and attacking everyone present, that included all the students, heroes, soldiers, the White Fang and their allies, pretty much everything that was alive was a target. Rouge, Penny, Pyrrha, Jaune, Ciel, Nora, Winter, Ren, Cardin, Oobleck, Port, Sun, Neptune, Velvet, Clover, everyone, even Mercury, Emerald, and Ilia would find themselves being attacked by the newly born Grimm, with even Fenrir in the Egg-Beetle being forced to turn his attention from the Atlesian forces he was fighting, to the monsters that were now gunning for him.

Yang pounded one Creep with a punch as Amy did the same with her Piko-Piko to pulverize a Creep's head, and even Zwei appeared on the scene to deliver a Spin-Dash-like attack into another, all while surrounding Weiss and Blake as they struggled to pick themselves up.

But as they did, a dash of red appeared in the middle of all of them, revealing to be Adam as he performed quick and circular slice with Wilt to scatter the whole group.

"Are you crazy?!" Yang all but screamed as she stood up. "There are hundreds of Grimm everywhere and you still want to fight us!?"

"The best time to attack your enemy is when they're distracted." He maintained his taunting smirk, all while slicing a Creep in half that tried to pounce on him. "You seem to care about Blake and that Schnee girl, right? And you're strong too. So, I'll get rid of you, first."

Growling and her eyes turning red, Yang charged forward.

"Damn…" Torchwick muttered as he, and Neopolitan looked at the chaos going on outside. "Good thing we're up here, right?" Neo then tapped on his shoulder, getting his attention as she pointed behind them, toward the open elevator shaft as Mimic was already there. "And where the hell are you going?" Torchwick questioned as he and Neo quickly ran to meet him.

"Securing the exit and making sure no Grimm climb up here." Mimic lied.

"Really? Seems more like you are trying to ditch us?" Torchwick figured out as Neo crossed her arms.

Mimic rolled his eyes. "You guys really think it's safe here? How long until those things make their way inside? But, if we managed to get onto Eggman's ship, we can hitch a ride out of here. Unless… you wanna stay here in this tomb of a tower." He sneered.

Torchwick and Neo exchanged eye-contact. "He's got a point." Even Neo nodded in agreement. "Let's hitch a ride and bail."

Mimic then took the form of Rouge as he offered his hands. "Grab on!" They each took his hands as the transformed Mimic used his new form to fly straight up the elevator shaft.

'I'm not even sure if Eggman will take me back in after all this.' Mimic thought. 'If he does, great. If not, I can always use these two as cover. I could say they forced me to ditch my post and let them take the fall. I'll slip away while he's distracted with them if that's the case. Either way, this little school those kids call home is done for, so I can at least be satisfied with that.' He sneered as he continued to fly upwards.

"Whoa, there's a big guy!" Cubot looked startled at the sight of the Wyvern that hung just below their battle ship with Orbot looking rather scared himself.

"Even I'm impressed." Eggman commented before looking at the Seer Grimm once more. "Again, you can control that thing, right?"

"Do not worry, Doctor. As I've said, I have complete control over the Wyvern. Though not all the Grimm on the ground." Salem answered.

"Good, just making sure." Eggman replied. "And the rest of Remnant is still seeing this?"

"Yes. Footage from our forces and our vessel are streaming everything that's still happening." Orbot confirmed.

Ruby looked with shaky eyes at the appearance of the Wyvern herself. She had never seen a Grimm that huge before! And it was spawning more Grimm?! Just what kind of monster were her friends fighting?! Now she was terrified… not for herself… but for all those she cared for. Yang, Sonic, Zwei, Blake, Weiss, Qrow, Penny, Knuckles, Tails, Amy, Jaune, Shadow, Pyrrha, Rouge, Omega, Ren, Nora, Winter, everyone she knew and cared about was down below, fighting for their lives, while she was up here, helpless and unable to so much as speak. Tears of frustration were already building up in her eyes.

'The bad guy is right here in front of me, and I can't do anything about it! All my friends are fighting, but I'm not! I have to get out of here!' She struggled in her restraints again, grunting underneath her muzzle. 'I have to do something!'

"Exciting, isn't it?" Eggman turned to his captive's direction once more. "Well, stay excited… cause now the real fun begins!"

Sonic ran backwards along the ground to avoid all the fire balls that the flying Cinder shot at him, before she shot herself to where he was. And while he sped backwards to avoid the wave of flames that were sent outward upon her impact, she placed her hands on the ground to superheat it before sending a trail of fire geysers in Sonic's direction, which he avoided by actually running toward them, using his natural speed and agility to zoom past all of them right before Cinder pulled up multiple floating orbs of lava around her, and thrusted her hands forward to shoot multiple lava bullets in Sonic's direction. Only for him to burst forward even faster and quickly close the distance to dash directly into Cinder and knock her across the ground. The Blue Blur would have kept up his assault when suddenly…

"Oh Sonic…!"

Eggman's voice boomed through the air, no doubt being broadcasted from his ship at the tower, halting Sonic's fight with Cinder as he looked in that direction.

"If you're done playing with your food, I got somebody here who wants to say hi."

Her muzzle removed briefly, Metal Sonic pulled so hard on Ruby's hair that she screamed, and that very scream was broadcasted throughout the battlefield.

"RUBY!" Yang cried in shock, with Weiss, Blake, Amy, Jaune, Nora, Pyrrha, Ren, Penny, and Winter, as well as Port and Oobleck, appearing rather horrified.

But they all didn't get much time to process as the Creatures of Grimm advanced on them even more. Or in Yang's case, she was struck by Adam who dashed at her and slashed Wilt at her to knock her back down once again.

"Pay attention." He told her before going on the attack.

"Ruby!" Qrow's eyes widened in genuine horror.

"We need to retreat back to the main campus now!" Knuckles stated.

"Agreed." Glynda nodded, but before anyone else could say anything, Qrow vanished in the blink of an eye, taking the form of a small, black-feathered bird that flew straight towards the flying ship, much the group's surprise.

"Did he just… turn into a bird…?" Knuckles questioned in surprise.

"He did." Glynda confirmed. "We'll talk about that later. We need to go, now!"

"Alert! More Creatures of Grimm are approaching our location from the outside!" Omega announced. "This includes larger varieties such as Taijtu's, Death Stalkers, and Goliaths."

"Get going! I'll be back!" Shadow teleported away just as Knuckles, Omega, and Glynda moved as quickly as they could deeper to the main campus and in the direction of Beacon tower.

"I'm going to rescue Ruby!" Penny immediately activated the jets in her feet and flew up in the direction of the eagle ship.

"Penny, wait!" Ciel tried to stop her, but was about to be pounced upon by a Beowolf, only for Winter to come in and decapitate it with a slice of her sword.

'I shouldn't have sent her on her own.' The eldest Schnee sibling scolded herself. If she had gone with her, then this could have been avoided. But now one of her sister's closest friends is a prisoner of the enemy. 'I'm sorry, Weiss.'

Penny had already made it up to the broken roof of the tower and was right in the crosshairs of the Wyvern and Eggman's flagship, but before she could get any closer, something flew out of flagship's cockpit and went straight for Penny faster than she could anticipate.

It was Metal Sonic. The robotic double of Sonic the Hedgehog grabbed onto Penny's face with one hand, grabbing onto her shoulder as well with his other, before flying away from the tower and towards the roof of a nearby building before throwing her at said building. Penny however was quick to recover and activate her Floating Array, the blades quickly emerging and striking the top of the building and breaking her fall, with some additional force from her own jet-feet. This allowed her to hover and face off against the hovering Metal Sonic, who extended his own arm-blade in one hand and drew Crescent Rose's scythe-mode in the other.

"That does not belong to you!" Penny said to the robot, who glared with his own blood red optics.

"Oh, well that's interesting." Eggman commented as he sat back in his command chair, having put the muzzle back over Ruby's mouth.

"What is, Boss?" Cubot asked.

Taking a moment to bring up the feed from Metal Sonic's own perspective, as well as cycling through different visual modes, such as x-ray, and infrared, Eggman saw a metallic endoskeleton underneath Penny's frame.

"That girl's an android… and it seems to possess its own Aura…" Eggman mused, with Ruby's own eyes widening in terror. This was the last thing she wanted Eggman to find out!

'A machine with an Aura…?' Even Salem sounded surprised herself, speaking through her Seer Grimm. 'Well now… that is interesting.'

The mad doctor sneered evilly. "Oh, the possibilities I can do with that. Metal…" He contacted his most prized machine. "…tear that android apart and bring what's left of it to me. Terminate with extreme prejudice."

Metal flew directly at Penny, who flew at him in response as she clashed her multiple blades against the weapons wielded by the deadly machine. As they locked, Metal quickly activated his Black Shield to push away all of Penny's blades and leave her open for him to dash past her, quickly slicing his own arm blade and Crescent Rose like an X to send her crashing down to the roof. He then sped into Penny to smash her through the roof with him flying in afterwards.

"Hang on Ruby! I'm com…!" Sonic was quickly blasted in the back by the recovered Cinder, and while he was down, she superheated the ground once more to send him straight up into a fiery geyser. And while he was airborne, she caught him by the throat while hovering in the air.

"You're not going anywhere!" Cinder tightened her grip as her palm superheated, some smoke coming from the base of Sonic's neck.

"I don't got time to play with you right now!" Sonic glared.

"Whose playing!?" Cinder exclaimed as a fireball appeared in her free hand. "That fat man won't be the one who kills you! That right belongs to…!"

*KICK!*

In a flash of light on her right, a powerful kick was dealt to the side of her head, forcing her to let go and knocking her away from Sonic, leaving her open for multiple energy projectiles to strike her body and send her crashing back hard to the scorch-riddled and crater-filled ground.

Sonic landed on his feet, rubbing his neck slightly as he looked to the one who helped him. "Thanks Shadow."

"You need to go." The black Hedgehog told him.

"Can't you just use Chaos Control to get Ruby out?" Sonic asked.

"I've tried. But there's interference surrounding that ship." Shadow said.

"Sonic! Eggman might be only using Ruby as bait!" Tails contacted him. "It looks like his ship has the other Chaos Emeralds on board!"

"Probably waiting to test out his big new weapon on me, like old times." Sonic assumed before an idea came to him. "Wait a minute… Tails? How many Emeralds does he got onboard?"

"It looks like the remaining six." Tails replied. "I can't see them, but that's energy signature I'm picking up."

Sonic smirked as he looked to Shadow, who held the green Chaos Emerald in his hand. "I know how we can turn all this around."

Suddenly, an explosion of fire erupted from the ground near them as the enraged Cinder hovered up and glared down at the two Hedgehogs with her glowing eyes.

"Ugh! Again!? Take a hint, why don't ya!?" Sonic called to her, only for Shadow to toss Sonic the green Chaos Emerald.

"Go. I'll deal with her." He said.

"You got it." Sonic sped away from the scene.

"I told you! You're not going...!" Cinder was about to fly after him, only for Shadow to appear in front of her and deal another kick to her face to knock her back down. Getting back up, Cinder glared at the black Hedgehog that stared her down. He held Arondight in his hand…

Only to drive the sword into the ground near him and take a few steps forward, facing Cinder with no weapon at all.

The power-hungry woman looked with wide eyes, before glaring hard and gnashing her teeth together. Did this rodent… this rat… think he can take her with no weapon at all?! This was not just insulting… but outrageous!

"You… Who do you think you are?!" She shouted as she hovered high up into the air. "You think you can take me?! I'm a chosen one! I'm the Fall Maiden! I'm one of the most powerful beings on this planet! You are nothing! You think you're as strong as me!? You can't…!"

She was cut off as Shadow dashed upwards with a Homing Attack straight into her stomach and then pulled both his fists up to smash them down onto her, sending her to the ground where she bounced up slightly, just as Shadow teleported to where she was and gave a kick to her face and send her crashing into the wall of a ruined building.

Cinder tried to pick herself up and found herself gazing up into the soul-piercing red eyes of the Hedgehog that was literally looking down upon her.

"You talk too much."

Back at Beacon Tower, everyone continued to fight with everything they had against the advancing Grimm, that included heroes and villains. Already, what was left of the White Fang had been overwhelmed by the monsters that attacked every living thing. This included Fenrir as he tried to pilot his Egg Beetle to fight back, between shooting all the guns and smashing them with the mech's pinchers and legs.

"Come on! Come on! I can take on all of you!" Fenrir called out from his heavily damaged mech. "You got nothing on me! Come on! Let's see you…!"

Suddenly, the ground beneath him broke apart as a black Taijitu head emerged, tearing the head-unit off the rest of the main body and picking up Fenrir and the cockpit in its mouth.

"No! No-no-no-no-no…!" Fenrir cried out as the cockpit was crushed in the Taijitu's mouth, killing him in a fiery mess.

"No! Fenrir!" Ilia called out to her deceased ally, only to get pulled back by Emerald as more Grimm appeared on the scene.

"Come on, we need to get out of here!" She pulled her with one hand before using Thief Respite in the other to shoot all the Grimm in front of her, but there seemed to be too many.

That is until a line of explosions blew them all away, all courtesy of the Egg Viper, which Mercury had reclaimed in the chaos and drove towards the two.

"Don't just stand there! Hop in!" He motioned, leading to Emerald and Illia climbing in. Mercury wasted no time as he fly away from the chaotic battlefield.

From there, Illia could only look down at the horrifying mess that was below. Nearly every White Fang agent that took part in this operation was killed. Honestly, Adam was the only one left, and he seemed to focus on his own battle with that blonde human. She then looked in Blake's direction as Weiss and Amy helped her in fending off the nearby Grimm. The minute she saw her, Blake happened to look in her direction as well, leading to the Chameleon girl to look away with a teary-eyed expression.

"Wait… what about Cinder?!" Emerald questioned.

"She's a Maiden now, she can handle herself!" Mercury said. "We'll wait this out in the mountains, maybe regroup with Eggman later!"

"You're still sticking with him…?" Illia questioned as they flew away from Beacon. "Why…? After… all of this…?"

"Because he's the one who's going to take this world. And I'd prefer not to get on the bad side of the guy with all the power." Mercury replied. "Not when he can give me some."

At that Emerald couldn't help but feel uncomfortable. Sure, Eggman was powerful, there was no arguing that. But Mercury was always capable of handling himself, even without a Semblance. In her opinion, that honestly made him better than any Huntsman… but now, with this new sudden desire for power… she didn't know how to feel about that. She and even Ilia couldn't help but look at each other with uncertainty.

Qrow flew in his bird form straight towards Eggman's flagship. On the way, he happened to glance at Yang, who was stuck in the middle of a fight with Adam Taurus. As much as he wanted to help her, she at least had people around to help her. But Ruby was all alone, and in the clutches of Salem's newest lackey. The absolute last place where she should be. On how he wanted to strangle Sonic and all his friends for bringing this lunatic here and giving Salem more power to play with, but rescuing Ruby took priority.

However, as he flew, he took notice of the Wyvern that continued to circle around the perimeter of the tower, no doubt dropping more Grimm for everyone below to deal with. At least he was too small for it to notice.

But not small enough to go unnoticed by a Griffon, one of many airborne Grimm, including Nevermores, that had just appeared in Beacon's airspace. Said Griffon would have opened his mouth to swallow him whole, but Qrow quickly turned back to normal and swung Harbinger's sword-mode to decapitate it before falling back to land on what was left of Ozpin's office, which was just below Eggman's ship.

Cursing his Misfortune again, Qrow was ready to fly back up when…

"Help!"

A familiar voice caught his attention and looked to see none other than Ruby, appearing to be caught under some rubble.

"Help me!" She called out to him, reaching her hand forward.

"Ruby!" He quickly dashed towards her and began to pull the rubble off. "It's okay kiddo. I got ya." He eased as he pushed the last of the debris away. "I got… AGH!"

He cried out in pain as he felt a stinging and piercing sensation behind him. An illusion faded away to reveal Neopolitan, who used the blade of her parasol to stab Qrow in the back, with Torchwich beside her to jam a stun baton into Qrow's back as well. If it weren't for his Aura, he would have been badly injured. Despite that though, the man was able to sweep his feet and trip both of them up as he quickly turned around and made the move to grab Harbinger…

Only for a pair of purple tentacles to snatch it from behind. Turing around, Qrow was beyond shocked to see 'Ruby' grow some tentacles around her neck-area, with her eyes turning black and white as a sinister smirk crossed her… or rather his... face before he swung to slam Harbinger's sword mode into Qrow's gut, knocking him across the rubble-filled ground closer to the edge. He got back up with a growl to see the fake Ruby drop his disguise to reveal a certain shapeshifter as he looked at the new weapon in his hand.

"Huh, not bad. Think I'll keep it." Mimic mused

"Can't believe the plan worked." Torchwick commented as he and Neo came to Mimic's side. "What happened to getting back in the ship?"

"Still the plan… until I saw this guy turn into a bird. Didn't want anyone getting in the Doc's way… figured it could be a good way to worm our way into his graces." Mimic said.

"Hmm, yeah I can work with that." Torchwick said, looking towards Neo who seemed to go along with it as well.

"Where is she?" Qrow growled.

"Oh? Little red?" Torchwick replied. "She's up there." He pointed to the ship.

However, Mimic noticed a look in Qrow's eyes. There was anger there, clearly, but he could also see a bit of fear in them too. Not fear for himself, but fear for the girl inside. Not to mention he knew her name. When this guy came to 'help' him after assuming the girl's form, he also saw a look of relief in those eyes, like he was personally happy to see her. That, and the way he spoke, thinking it was her…

"Wait a second…" Mimic smirked malevolently. "Is that kid, your kid?" A hardened glare from Qrow all but confirmed it for Mimic. "Oh no…" He chuckled. "That's her old man!" He pointed for Neo and Mimic.

"Huh, really?" Torchwick seemed surprised. "I don't see the resemblance, maybe she takes more from her mom. I'm not really into kids, but little red does seem cute. So Mommy's gotta be quite the looker, eh?" He snickered, causing Neo to roll her eyes.

Qrow clenched his fists tightly at that, like his knuckles would have turned white at any moment.

"Ooh, struck a nerve, have I?" Mimic then assumed the form of Ruby once again, wielding Harbinger in its sword-mode. "I was planning on having some more fun with little Ruby, get some payback for the trouble she caused me. But I can imagine killing her dad will really sting. By the way, kid." He got Neo's attention. "That blonde with the long hair and temper is her sister. See where I'm going here?"

Neo grinned herself as she used her own Semblance to assume the form of Yang. As if Qrow wasn't pissed enough. Were these clowns seriously gonna use the faces of his nieces against him! Oh, that is a new low! And he was going to make sure they suffered for that.

"Ha! Mimic, was it?" Torchwick laughed before pulling out the Atlesian rifle he stole. "I think I'm gonna like you."

As if the battle at the base of Beacon Tower wasn't chaotic enough, with everyone so beaten and exhausted, it was hard for many of them to keep going, even as they all grouped together to provide support and aid for one another. Team JNPR stuck close alongside Rouge and Port as Ren, Nora, and Oobleck fired their long-ranged weapons against the supporting Grimm, while Rouge, Pyrrha, and Jaune kept their weapons on hand to cut down any Grimm that got too close. The same applied to Teams CFVY and SSSN as they stuck together.

Ironwood stood his ground with the turret in his hands as he used it to gun down a line of Creeps, Boartabusks, and Beowolves, but his weapon appeared to run out of ammunition, leading to a Beowolf to charge at him. But Ironwood swung his turret at the Grimm's face to knock it down before using it to smash the Beowolf's face in. Though it looked like a pair of Ursai were about to get the jump on him…

"Stay!" A certain shout caused both Grimm to freeze in place before they were blown away by a pair of rockets. Turning to his side, Ironwood saw his Ace Operatives, with Marrow having regained consciousness, but was being supported by Vine. The five Atlesian Huntsmen, as well as Winter and Ciel were quick to regroup with their general, but when he noticed Ciel, he also saw somebody else was no longer present.

"Where is Penny?!" He questioned.

"Ruby Rose was taken prisoner by the enemy." Winter informed. "She went to try and rescue her, but we've lost contact."

Ironwood growled in frustration. If Eggman learned of Penny's secret, it would be disastrous!

However, while most of the heroes were grouping together to avoid being overwhelmed, there were a couple that ended up getting separated from everyone else. Two such people included Brawnz Ni and Dove Bronzewing. Dove used his Hallshot to cut down one Beowolf, but would soon find himself being overwhelmed by several Creeps as they all leapt and piled onto him, resulting in the man screaming before he was silenced forever. Brawnz relied on close combat with his claws to take down an Ursa, but would soon be rammed to the ground by a charging Boartabusk from behind before it and a couple of Beowolves would pounce on him to tear him apart.

"Brawnz!" Nolan cried out for his leader while Cardin looked in shock to see the last of his teammates die. The two would have been overwhelmed by Grimm themselves, but a wall of flames cut off the Grimm's path as Oobleck came to the student's defense, followed by the Cyclone as it dropped from the sky, converting into its walker mode before Tails unleashed a volley of missiles to blast all the Grimm to pieces.

"Is everyone okay?!" The young fox said, while the sole two survivors of Teams CRDL and BRNZ appeared to be shellshocked, even as Oobleck tried to shake them to their senses.

"Get ahold of yourselves, men! Find a group and stick with them!" The teacher told them.

"Eh… yeah… okay…" Nolan nodded as he and the shaky Cardin both ran towards the nearest group, which just so happened to be Teams SSSN and CFVY, while Tails and Oobleck stood together, both nodding, as they faced off against a group of Creeps that charged at them.

Amy swung her Piko-Piko to smash the face of a Beowolf while Blake stuck behind her to fire Gambol Shroud's gun-mode to shoot down an incoming Griffon from the air while Weiss was at their rear, swinging Myrtenaster to send waves of fire and lightning, courtesy of her stored Dust, to take down a charing Boartabusk. When a Creep tried to lunge at them, Zwei came in, curled up like a ball once again to bash the Creep away before barking and regrouping with the others.

"Where's Yang?" Weiss questioned, appearing out of breath. "We gotta get to her… and then get to Ruby…"

The group heard the sounds of gunshots, yelling, and metal clashing upon metal as they looked in one direction to see Yang locked in a heated duel with Adam, something that made Blake's heart fill with panic.

"We have to help her!" Blake exclaimed, but before they could move any closer, a King Taijitu had slithered its way to them, curling its body to surround the trio and their dog as the white and black heads loomed over them.

"Out of the way!" Amy used her Piko-Piko to smack the lunging black head while Zwei performed a Spin Dash at that same head, while Weiss and Blake tried to hold back the white one.

Yang threw as many punches as she could in Adam's direction, firing shotgun shell after shotgun shell, but Adam proved quick enough to dodge most of them before closing the distance to slice Wilt at Yang, and while she blocked it with her right gauntlet, he kicked her in the feet to prevent her from shooting and punching with her left fist and leaving her open for Adam to slash her repeatedly. But she pushed back with a yell and threw out several punches with Ember Celica, but Adam spun his sword in front of him like a helicopter blade to block all the strikes before firing Blush's rifle-mode at Yang's knees, bringing her down before Adam kicked her in the jaw to knock her flat on her back.

The blonde tried to catch her breath, trying to assess not only her own Aura level, which was rather low, but also the amount of energy that she's stored up inside her. It was a lot, and she was ready to unleash it at her enemy at a moment's notice. But despite the pragmatic part of her telling her to conserve and use the energy for defense, as Knuckles had taught her, and Adam appearing to have the advantage in close combat… But she wasn't thinking about any of that right now. Instead, Yang found herself looking past Adam, to Eggman's hovering flagship where her sister was being kept.

Adam noticed the direction she was looking and smirked. "The girl up there… she's close to you, isn't she?" The growl and glare in Yang's eyes confirmed it. "Is she important to Blake and the Schnee, too? If that's the case, when I'm done here… how about I keep her company? I imagine we'd have lots to talk about."

"You're not going near her!" Yang rushed Adam again, but he dodged under a punch and sliced at her legs to trip her up and over him and knock her to the ground.

"Temper, temper." Adam tisked. "But let me spare you the pain of seeing her suffer and just put you out of your misery. I can only imagine what someone like Eggman would to do to her, if I don't get to her first. She'd probably make decent cannon fodder for him." That caused Yang to growl even more as she looked up to Adam with glowing red eyes, her hair already set ablaze. "Or something for me to sharpen my sword on." He held his own shining red sword in front of his own face, the blade reflecting Yang's own enraged expression as he taunted her.

No! There was no chance in hell she was going to let this lunatic anywhere near her sister! She was going to pummel him into oblivion right here and now!

With the loudest yell she could, Yang leapt right at Adam, her instincts taking over any reasoning as she channeled all her stored-up power and was ready to pulverize Adam. But he already pulled his sword back, quickly sheathing it as his hair, red markings on his clothes, and even his mask, all glowed bright red.

Blake noticed this as well and saw what was about to happen… Her face grew pale as she knew there was no way Yang could avoid this…

"YANG!" She tried calling out to her partner, but her voice fell on deaf ears as the distance was about to close between them, and Adam pulled out his sword…

*SLASH!*

Something happened… Something that caught Yang, Blake, and Adam by surprise…

The blonde had been pushed to the ground, her punch missing and that stored up energy being wasted, while the same applied to Adam as his slash had missed its mark, cutting through a group of nearby Grimm and most of the road in front of him. The blade had missed… because of a white Dust blade that had created enough of a whirlwind effect to blow the sword away, when it had struck the back of it just as it was drawn. Though that same Dust blade quickly shattered.

"What…?!" Adam looked in shock to who it was that had stopped him, only to get smashed in the face by the backfist of the woman in question, knocking him hard to the ground.

Yang looked to the back of the woman who had saved her, her eyes turning their normal lilac color as her pupils shrank and they becoming perfect circles as her mouth hung open. She found herself staring at the back of a woman clad in red and black, similar yet different from how her own sister would normally dress, with long black hair that seemed identical to her own. The woman turned her face only slightly in Yang's direction, revealing her own red eyes that looked towards the younger girl with concern and relief.

"M… mo… Mom…?" Yang couldn't stop herself from muttering as she couldn't believe who she was seeing. This was indeed Raven, her long lost birth mother… the one she had seen in all the pictures before… the one said to have left her and her family when she was only a baby. The one that Knuckles said helped all of them in Merlot's laboratory.

"Yang…" Raven muttered herself. There was so much she had to say to her… but now was not the time for any heartfelt reunions.

"You…!" Turning in the direction of the recovering Adam, they both looked to see Adam shaking with rage as he eyed the black-haired woman. "What are you doing here?!"

At the same time, Weiss, Blake, and Amy were rather surprised to see what had just happened themselves.

"Wait… is that… Yang's mom…?!" The pink Hedgehog questioned, but that momentary distraction seemed enough of an opening for the King Taijitu they were fighting to exploit as it coiled around the trio again, Zwei included, and lunged both its heads at them…

Only for a blue tornado to appear around all of them. The powerful vortex not only unfurled the large snake-like Grimm from the three, but also sent it straight upward, where a dash of blue wind appeared all around it, slicing at it multiple times before Sonic appeared right beside the girls, Caliburn hanging out, just before the King Taijitu was severed in multiple pieces and fell to the ground, just before the pieces disintegrated.

"Sonic…!" Weiss was beyond elated to see him, with Blake and Amy looking just as relieved with Zwei barking happily.

At the same time, help came to everyone else as Teams SSSN and CFVY, along with Cardin and Nolan, were aided by a hail of Dust missiles, ranging from fire, ice, and lighting to obliterate a large pack of Grimm in front of them as Omega came to their side.

Glynda had arrived as well, using her crop to pick up a group of Grimm in her Semblance and threw them into the other Grimm that Ironwood, Winter, Ciel, and the Ace Ops were facing, smashing several and leaving the rest open for them to pick off. All except Ironwood as he looked with relief towards his comrade, with Glynda giving a small smile, but had a sympathetic look in her eyes upon seeing the condition Ironwood himself was in.

Knuckles appeared to drill through an Ursa with both Galatine blades as he saw Tails in the Cyclone, along with Oobleck regroup with Team JNPR, Port, and Rouge. Tails and Rouge looked to Knuckles with relief as he nodded towards them before noticing Yang appearing by herself, alongside… the red Echidna gave a small gasp but narrowed his eyes as he saw who was standing with Yang.

Raven offered a hand to her daughter, which she hesitantly took as she was picked back up on her feet.

"I… Thank you… I…" Yang was quickly pushed out of the way again as Adam charged the two, with Raven quickly drawing a red Dust blade to block a slash from Adam's Wilt, the young man growling at the older woman, who just narrowed her eyes at him.

Only for Adam to get pounded in the side by Knuckles and sent crashing into the wreckage of an Egg-Hawk.

"You good?" Knuckles addressed the recovering Yang first, who was undoubtedly shaking with emotions right now.

"Yeah…" She nodded, trying to get a grip, to which Knuckles put a firm hand on her shoulder and nodded. He then looked towards Raven with a neutral expression, something she shared with him as well.

"You here to help us again?" He got right to the point.

"Helping her." She eyed Yang specifically in response. "And her." She looked upward towards Eggman's flagship, where Ruby was being kept.

"R-Ruby…?" Yang was surprised at that. Was Raven actually here to help her and her sister? Even though they weren't actually related. "C-can you get to her…?! Can you help her?!"

"Not with that thing polluting the skies." Raven pointed to the Wyvern that continued to fly and circle the area around the tower and Eggman's ship.

"It's not attacking." Knuckles observed. "It's been dropping Grimm, but it's not attacking itself. Is it connected to Salem?" He looked to Raven specifically, and he was quick to notice her hands shaking at the mention of that name.

"You know, hmm?" She tried to keep a straight face, but Knuckles could tell that she was afraid, and just from saying the name no less.

"Salem…?" Yang asked in confusion.

"Eggman's partner. Long story. I'll explain later." Knuckles summed up.

Sonic looked in the direction of Knuckles and Yang, seeing Raven himself as well. Even if he'd never seen her before, he could see the resemblance between her and Yang enough to know that this was indeed her birth mother. But more on that later. Right now, he had a friend who needed his help, and a bad guy to beat down.

"Eggman!" He called to the flagship. "You wanted me?! Here I am! Let Ruby go, or I'm gonna come up there and get her myself!"

'Sonic!' Ruby struggled in her restraints even more, muffling screams and shouts underneath her muzzle, all while Eggman chuckled in his command chair before speaking his response through the ship's speakers.

"Sorry, but I think I'm gonna hold onto her for a while." The mad scientist said as he typed away at the console in front of him. "In the meantime, you and I are gonna have some fun! You've had a good time, smashing all my robots, all my newly invented Dust mechs, but now I've got something that I've saved just for you!"

A rather large button emerged from his console, one that glowed red and a cross of lightning bolts illustrated on it.

"Oh, ho, ho! Oh, I've waited a long time for this!" Eggman laughed eagerly before raising his fist to smash the button. "TRANSFORM!"

The giant eagle-ship that served as Eggman's current flagship then began to change. First, the giant white wings folded inward before the vessels split into three parts: the front, the middle, and the back. The back unit was split in its lower half while still connected to the upper one, taking the form resembling large bulky metal legs. The middle unit split apart completely, the eagle-head flying out from it as each half changed and shifted, revealing a set of enormous metallic arms before the front, which was in the form of a giant white metal sphere appeared in the middle. The legs attached to its bottom while the arms attached to its side. The eagle-head flew around before making its way to the very top and fusing into the unit, serving as its head. The eagle's beak opened up to reveal a giant metal face resembling Eggman himself, though his mustache appeared in the form of blue lightning bolts. The wings remerged from the back of the unit and extended outward, right before a blue veil of energy was extended downward, almost like a cape for decoration of the now transformed and enormous white mech.

Eggman's laugh boomed loudly through the spears as everyone looked up in surprise at what they had just seen. All of them… Weiss, Blake, Yang, Jaune, Nora, Pyrrha, Ren, and all their fellow students, the teachers, Ironwood, Winter, Ciel, and the Ace Ops, Glynda, even Raven… as well as Tails, Amy, and Rouge who had seen this sort of thing before... they all looked in surprise and shock at the reveal of this enormous robot. Though Sonic, Knuckles, and Omega looked more serious than anything else.

Even Qrow's fight against Mimic, Neo, and Torchwick was briefly halted as they too looked in shocked at what just happened.

"Ha, ha, ha, ha! Say hello to my greatest and ultimate Dust mech thus far! The Egg Zeus!"

"That's… one big robot…" Sun gulped.

"Make em as big as you want, Eggman! I'll smash this one just like all the others!" Sonic immediately zoomed right at the Egg Zeus and up its body, performing multiple Homing Attacks and sword-slashes in nearly every spot as a blue blur moved all around the giant robot that seemed to be standing still.

"Someone's over-eager." Eggman commented, happening to look in the glaring Ruby's direction. "The one thing that'll get him more worked up than a good fight, is putting someone he cares about in danger. But there's more to the Egg Zeus than just it's size."

A port opened near the command console to reveal six glowing gemstones, each of a different color from red, to blue, to silver, to yellow, to purple, to cyan. Ruby recognized them instantly, having seen the green gemstone that looked identical to these ones.

'Those are… the Chaos Emeralds…!' She thought in distress.

"Salem, let's have your pet keep all of Sonic's pals occupied." Eggman suggested. "That blue rodent is all mine."

"As you wish. I can certainly respect a personal vendetta." Salem mused as the six Chaos Emeralds began to glow, their incredible power being channeled directly into the enormous mech that was the Egg Zeus.

Back outside, when it looked like Sonic was about to zoom into the cockpit, the giant mech vanished in a flash of lightning much to his surprise, and then re-appeared behind him to deal an electrified punch to send Sonic flying and crashing through what was left of Beacon Tower and even through the library behind it, and to the forested area outside the campus' perimeter.

"Sonic!" Tails and Amy both cried out as everyone below looked in shock, even more so before the Egg Zeus disappeared in a flash of lightning.

"What the hell just happened?!" Yang exclaimed.

"Tails said that thing had Chaos Emeralds hooked up to it." Knuckles assumed. "I'm guessing it's not only super charging the robot, but all the Dust that Eggman's stuffed into it."

'Super charging Dust…?!' Raven had heard of and seen many people try something like that by mixing various forms of Dust together, most notably those in Atlas, but she's never seen anything like that before.

"We gotta go help him!" Weiss stated.

"I don't think that thing is gonna let us though." Rouge pointed to the Wyvern that roared one again and flew directly at the ground where everyone was gathered together.

"MOVE! EVERYONE SCATTER!" Glynda yelled as people ran for their lives to avoid the devastating impact on the ground as the enormous Grimm landed, creating a tremor upon landing, and roared up to the sky once again.

"Unleashing maximum firepower!" Omega unloaded all his machine guns, missiles, and Dust weapons onto the side of the Wyvern, with any student or Huntsman that had a gun-like weapon doing the same thing, but this only seemed to irritate the Wyvern as crawled in their direction, forcing them to split once again.

The Wyvern then felt multiple explosions on its back and gazed up to see the Cyclone, once again in its jet-mode flying above it as it's young fox-pilot dropped a round of Gravity Dust bombs, creating shockwaves along its back that pressed its belly against the ground.

"Get it while it's down!" Clover pointed forward as everyone moved to gang up on the giant dragon-like Grimm.

However, right as Yang, Knuckles, and Raven were about to move in, the older woman noticed a flash of red out of the corner of her eye and quickly pulled up her sword again to block the sword-slice from the recovered Adam, drawing Yang and Knuckles' attention.

"Oh come on!" The blonde exclaimed, but just as Adam swung Wilt, Raven had ducked and quickly dashed to Adam's side to quickly sheath and draw a white Dust blade and strike his side, creating a blast of wind that sent Adam rolling across the ground before turning in his direction.

"You two go help your friends. I'll handle this." She said.

"B-But…" Yang stuttered, only for Knuckles to pull her by the arm.

"We don't have time to hesitate here, Yang!" He told her. "Our friends need our help now, and that's important." He then looked towards Raven. "But you are going to have a nice long chat with your daughter."

Raven only eyed the red Echidna before looking towards her birth daughter, her expression softening slightly before motioning with her head to go help her friends, the Wyvern's roar catching Yang's attention once again as she turned and saw all her friends struggling against it, notably Blake, Weiss, and even Zwei.

"Don't you dare run off again!" She pointed to Raven before joining Knuckles and ran towards the Wyvern, leaving Raven alone to face Adam again as he got back up.

"You've always been difficult, Taurus. But I didn't think you'd be this stupid." She said to him. "You really think any of this is going to help the Faunus?"

"Are you of all people seriously lecturing me about that?" The young and arrogant bull Faunus retorted. "You might have trained me, but you're not my mother!"

Raven pointed her sword at him. "I'm giving you one chance, Adam. Walk away right now. You're in the middle of something that you don't want to be a part of."

"You mean Salem?" Adam questioned, causing Raven's own eyes to widen. "Yeah, I know about her. I even met her. She promised me a seat at the table if I deliver results here."

Raven glared angrily at the young man. "You stupid boy. You've just sealed your fate."

"And you've sealed yours." Adam drew Wilt once more. "Out of all the humans, I had hoped you'd be the one exception, the one who would understand. I guess I was wrong. That blonde is your daughter, right?" He chuckled. "Well now I am definitely going to gut her. And I'm going to make it hurt."

Before he could even react, Raven was already on him in the blink of an eye, slashing her Wind Dust sword as she slid past him before he was sliced and blown hard onto the ground, creating a crater on impact.

"That's if you can survive me first." She glared at him.

Meanwhile, Penny glided through the burning building straight for Metal Sonic, all her blades spinning around her like a top as she moved to close in on him, but Metal was able to identify a small enough gap, which he exploited by spinning his own body faster, mimicking her move as Crescent Rose was held outward before they met. Metal was able to overpower Penny's attack, knocking away the blades before grabbing her by the face with his free hand and flying forward to smash her through the wall and back outside, where he continued to fly and drag her across the ground.

However, Penny was able to free herself by pulling back both of her feet and kicking Metal to knock him higher into the air and lunged all of her swords forward at him, which Metal parried with his arm-blade and Crescent Rose and converted the former into his own hand-blaster and the latter into its rifle-mode, wielding it with a single hand, before firing both at Penny. The android girl slid across the ground with her jet boosters to avoid the larger blasts, but Metal's scanners picked up on her path and made the right and split-second calculations to fire Crescent Rose at her intended path, striking both of her feet to temporarily immobilize her and flew directly at her slicing Crescent Rose upward to knock her off balance before grabbing her by her feet and slammed her back-first onto the ground before throwing her across the ground.

Penny quickly stabilized herself and lunged her fists forward, allowing her swords to connect and fire a powerful green energy beam straight at Metal, who quickly protected himself with his Black Shield and waited for the laser to power down.

Metal Sonic had been studying Penny's schematics, as well as footage of his previous battle with her, Sonic, and the Beacon Professors, and now had an ample amount of battle data, which he had now copied and stored for future use. Because of that, he could accurately predict each of her moves before she could make them. Even if she did possess an Aura, she was still a machine at her core, and unless one is capable of adapting as quickly, machines are easily exploited. And there was no machine that was as fast or as adaptable as him.

Once more, Metal flew directly at Penny at insane speeds while her laser was powered down and her systems were cooling, putting her on the defensive as she used her swords to parry and block whatever strikes she could.

At the same time, Sonic held his head as he picked himself up from the crater from the forest that he was in. "Ow…" He groaned. "That… hurt…"

A flash of lighting appeared behind him as the Egg Zeus was now directly over him, pulling back an electrically charged fist and slamming it down, though Sonic was able to zoom away quick enough.

"Oh no you don't!" The eyes of the robot lit up with electricity before beams of lightning were shot in Sonic's direction, who zoomed away as best as he could. "You might be faster than the speed of sound, but not lightning!" The lightning eye beams struck the ground Sonic was running too, sending him flying up before the Egg Zeus delivered an electrified kick that sent him back into the Beacon campus, crashing through a few more buildings before finding himself in the middle of a ruined parkway. And before Sonic could recover, the Egg Zeus appeared directly over him in another flash of lightning to bring down its foot, which also surged with electricity, and when it stomped on him, it created an electric shockwave that ripped through the ground and tore the entire area to pieces.

"I'm sure Prower already told you that I got six Chaos Emeralds, Sonic!" Eggman boasted to him. "But they're not just powering this robot. They're super charging all the Lightning Dust to levels that nobody on this planet would have even thought possible! Who would have though the Emeralds and Dust would work so well together?

The Egg Zeus lifted its right hand as a bolt of lightning was shot upward from it before stopping in mid-air just as the Egg Zeus clenched its fist, causing the lightning to condense and create something akin to a giant blade made entirely out of lightning. The battered and bruised Sonic looked up with a glare, all while holding the green Chaos Emerald in one hand that was already beginning to shine.

"The power to rival gods and bring down the thunder! Is it any wonder that I named this bad boy Zeus!?" The robot brought down its lightning blade onto the ground, further tearing away at the ground, while also sending an electric shockwave that ripped its way through the campus and back into the forest, tearing away all the trees and leaving a trail that stretched for at least two miles straight.

However, Cubot looked on the monitor to find that despite the damage done to the area, Sonic was nowhere to be found. "Sonic's gone, boss!"

Suddenly, the entire cockpit was rocked, something that knocked Cubot and Orbot out of their spots with Eggman clinging to his chair, with the captive Ruby groaning as she felt the shockwave herself.

"And you got the ego to match!" Sonic replied as he appeared behind the Egg Zeus, Caliburn in one hand and the green Chaos Emerald in the other. "And don't forget, you're not the only one who can use the Emeralds!" Though he wasn't as skilled or masterful as Shadow, Sonic knew how to use the Chaos Emeralds to enhance himself, evident as a green aura formed around his body, right before it turned blue, along with his own eyes as blue energy sparked from his form like his own electricity before he zoomed straight for the Egg Zeus.

Sonic's speed and power were doubled as he moved in every direction around the Egg Zeus, dealing powerful Homing Attacks, Spin Dashes, and sword slashes which actually appeared to damage the robot before zooming straight up into the air and appearing directly above the head of the Egg Zeus, and delivered a super-charged Homing Attack, landing a direct hit that delivered enough force to cause the large robot to stumble back before Sonic landed on the ground and zoomed directly at the robot again to repeat the process of striking it in every direction.

"I'll get Ruby out of there even if I have to cut her out!" He performed a Spin Dash combined with a sword-slice to strike at the central chest area, only to look in surprise to see a surge of electricity form inside the opening he made when suddenly…

The entire mech was surged in a powerful electric aura that was so bright, it lit up the entire night. Sonic could not escape all that was he was electrocuted by effects of the super charged, and even yelled in pain before he was pounded into the ground once more.

'SONIC!' Ruby screamed underneath her muzzle as she saw it all.

"It looks like Sonic has the last Chaos Emerald, boss." Cubot reported.

"Perfect. Once I turn him into a pile of chared blue jelly, I'll have the complete set!" Eggman grinned. "But speaking of… where is Shadow?"

"Long ranged scanners from the Egg Fleet seem to indicate that Shadow is currently engaged in a battle with Cinder Fall, sir." Orbot said.

"Oh. Well, in that case…" He looked to the Seer Grimm. "You may as well kiss Cinder and the Fall Maiden power goodbye."

"Are you so certain? I wouldn't underestimate that power, Doctor." Salem advised.

"It's not the power, it's that pompous, borderline suicidal, brat who is currently using it." Eggman said. "And unlike Sonic, Shadow doesn't pull his punches."

"We need the Fall Maiden's power." Salem insisted.

"Do we?" Eggman argued. "If we have all seven Emeralds, which are capable of bending time and space, we can always force open those vaults. Even magic is not immune to something like that."

"But would you rather risk that power falling into the hands of our enemies?" Salem countered.

Eggman groaned in annoyance. "Fine. I'll re-direct the Egg Zeus too…" He was interrupted as a large blue whirlwind began to encircle the whole mech.

Outside, Sonic, still using the green Chaos Emerald to enhance his own powers, performed his Blue Tornado to try and trap the mech. Not only that, he was gaining more momentum for himself as he picked up more and more speed the faster he ran. Sonic eyed the Egg Zeus as he saw a spark of electricity, no doubt Eggman was going to use that all-encompassing electric blast again.

The second he saw that, Sonic ran away as fast as he could and avoided the blast of lightning that blew away the tornado, and had made it just outside Beacon's perimeter, gunning straight for a horde of Grimm that were coming closer, including a line of Goliaths. But before he could even reach them…

"Chaos Control!"

Sonic himself disappeared in a flash of light just inches away from meeting the Grimm horde…

And then re-appeared directly in front of the Egg Zeus, using all that gathered momentum to deal a powerful homing attack, one so strong that the giant robot was actually tipped over and fell backwards onto the ground, smashing through a building as it did so.

Sonic briefly fell to his knees, using Caliburn to prop himself up as he took a moment to catch his breath, covered in bruises and electric burns. But despite his condition, Sonic was more than willing to keep going.

"Hang on Ruby… I'm coming for ya…" He said, even as he saw the Egg Zeus pick itself back up, revealing the considerably large dent in its central chest area.

"He's a stubborn one." Salem commented.

"Toldya." Eggman replied. "I can't afford to take my eyes off him for even a second, or it could be game over. And knowing Shadow, he's probably mopping up with Cinder right now. So, sorry." He said that last part with an immature grin, like a brother winning an argument with his sibling.

But despite all of this, the captive Ruby could see Sonic's expression on one of the monitors, and even though the smirk that was still there, he was looking really bad. And it wasn't just him. Several monitors around the control room were showing the ongoing fights, notably her sister, teammates, and all her other friends fighting the Wyvern; Penny against Metal Sonic, Shadow against Cinder, and even Qrow fighting Mimic, Torchwick, and Neo.

And here she was. Unable to lift a finger to help any of the people she cared about.

'Sonic… Yang… Everyone… I'm sorry…!' She cried

Clashes of red and orange flame appeared in the middle of the ruined main courtyard of the campus as Shadow and Cinder clashed against each other repeatedly, the latter being knocked down by a kick towards the statue of a Huntsman and a Huntress standing atop a hill with Creatures of Grimm. But the woman put her hands to it, causing the statue to melt as she channeled her own powers and re-directed all the lava straight at Shadow, who teleported away from the blast and re-appeared right at Cinder to punch her in the stomach, which was followed by a blast of Chaos Energy right in that same spot to blast her straight up into the sky, where Shadow met her with a cartwheel kick to the ground, followed by a volley of Chaos Spears that caught her up in an explosion.

'This can't be happening!' Cinder ranted internally as she landed hard on the ground, struggling to pull herself up. 'Am I… Losing!? I have the power of the Fall Maiden flowing through my veins! I can't lose to this rat!' She clenched her left fist which began to glow with an ominous red, and even dark shadows began to ooze from her skin.

Shadow was about to dash down directly at her, only to notice something incoming out of the corner of his right eye. It was a Nevermore! The flying Grimm quickly flew in to intercept Shadow, opening it's beak to try and devour him. But Shadow threw a point-blank Chaos Spear into its open mouth before it exploded to blow away the creature's head.

Only for a second Nevermore to fly in from behind, grab Shadow with its talons and slam him into the ground. However, a powerful Spin Dash erupted underneath the creature's neck as Shadow busted through, killing that one as well. He stood atop the Nevermore's disintegrating corpse and looked towards the sound of multiple roars and saw a large pack of Grimm from the approaching horde were gunning in his direction, ranging from Beowolves, to Ursai, to Boartabusks, to Creeps, as well as large ones like a Death Stalker. But as they did, Shadow noticed how none of them attacked Cinder, even though she was standing in front of them, and they even passed her like she wasn't even there. That's when he noticed the black smoke coming from her left hand.

'She's controlling the Grimm?' Shadow thought as he delivered a Spin Dash to an Ursa's head, blasting it apart before dashing underneath an incoming Beowolf to kick it in the back and dashed to another Beowolf to give a sweeping kick to its head and shatter it. 'No, they're not coordinated. It's more like she's directing them. Influencing them. Whatever power she's used to steal the Fall Maiden's magic, is probably the same she's using to influence these Grimm.' A Griffon flew down towards him, which Shadow met in air with a burst from his air shoes and grabbed by its wings to direct down into a group of Creeps and a few Boartabusks before ripping its wings off to kick into the Griffon into the pack and crush those in the center before landing in the middle of all that with a stomp, complete with a wave of Chaos Energy to blow away the rest. He then noticed the larger Grimm heading his way as it looked like he was completely encircled and would be overwhelmed soon.

'I can't afford to kill her, tempting as it is.' He continued to think, despite being surrounded from all sides, with a Death Stalker being among them. 'We still don't know how she was able to steal the Maiden power. What's to stop Eggman and this Salem from finding a means to do so again? Or if what Ozpin said is true... That if Cinder dies, the power could pass on to one of her allies… such as that Emerald girl or Neopolitan, and we would gain nothing.' As all the Grimm lunged at him in slow motion, Shadow reached for the rings on his wrist. 'I can't kill her. But… I'll make her wish that I had.'

Cinder couldn't help but laugh as she saw all the Grimm pile onto her enemy. "That's right! get torn apart by your own arrogance! That's what you deserve for thinking you can beat a chosen one like me!"

However, a large explosion of dark yellow energy erupted from the pile of Grimm, blasting them all away, as well as tearing them apart. Even the Death Stalker was ripped apart by the bolts of energy that pierced through its bone armor, shredding it like tissue paper.

And standing admits the smoke of disintegrating Grimm corpses, stood none other than Shadow. His whole body surging with raw power as an aura dark yellow energy emanated from him. The Inhibitor Rings that were used to restrain his power, now at his own feet.

"What?!" Cinder exclaimed. "How…?! What…?! Where were you hiding this much power!?"

Shadow said nothing as he stepped closer towards Cinder, only taking a split second to collect his Inhibitor Rings and put them away on his person. A pair of Beowolves tried to lunge at him from his sides, but just as they touched the chaotic energy that surged around him, they were instantly blasted apart, and he didn't even lift a finger. Honestly, he only had to remove his Inhibitor Rings because of the incoming Grimm horde. He was more than certain he could defeat this child on his own, even with the Fall Maiden power. But this wasn't just because of the Grimm. This child's attitude… her arrogance… her ignorance… all of that was intolerable. So, he was going to teach her a lesson. A very painful lesson.

"You…!" Cinder growled. "Don't get cocky just because you can glow!" Thrusting her hands forward, Cinder unleashed a deadly inferno that would have vaporized any normal person. But he just walked on through the fire, his outpouring Chaos Energy deflecting and overpowering Cinder's flames before he finally stepped in front of her, grabbing her left hand with his own. Cinder winced in pain, feeling the intense energy touching her body. Even with Aura, it felt like someone made of scolding hot fire was touching her bare skin. Shadow looked towards her left hand, which was once previously covered in the dark shadows in an observatory fashion. Cinder created a glass blade in her right hand and super-heated that before lunging it at Shadow, but he grabbed her right wrist just as easily before staring at her with his gazing red eyes.

She tried to wrench her hands free, but his grip was inescapable. "You…! Don't you judge me! What right have you to judge me?! This is my world, not yours! You don't even belong here!" She ranted, but Shadow still said nothing. "What…?! You're too good to talk to me?! You think you can't even acknowledge me!? WHO THE HELL DO YOU THINK YOU ARE?!"

Finally, he answered. "I'm the Ultimate Lifeform. Shadow the Hedgehog."

Cinder's eyes widened right before Shadow lifted her up to slam her on the ground repeatedly before throwing her away and then shot at her as she flew, grabbing her by her neck and slamming her into the ground again before bursting forward with his own Air Shoes and outgoing Chaos Energy propelling him forward, dragging Cinder along the ground and creating a trail of violent energy that tore through everything in its path, even the approaching Grimm horde. Beowolves, Creeps, Boartabusks, Ursai, and even the occasional Death Stalker and Taijitu, they were all torn apart just by being in his way with the energized Shadow dragging his victim further along and gunning for a nearby Goliath.

"You think so highly of yourself just because you wield a little power…?!" Shadow muttered as Cinder was unable to defend herself, feeling the surge of energy that pressed against her front while her back was being torn up by the ground she was being dragged on. "I AM POWER!"

They both appeared at the Goliath's feet as Shadow unleashed a blast of raw Chaos Energy, not nearly as powerful as his own Chaos Blast, but one that blew the Goliath's front feet upward and exposed its underbelly before he threw Cinder at it and blasted himself into her, and into the Goliath's stomach before they both emerged out from its back, piercing through and killing the beast as Shadow's energy ripped it apart from the inside, and his energized punch struck her in her stomach, her own orange Aura flashing and looking ready to shatter at any moment.

"You are nothing more than a spiteful child, thinking you deserve power, and the world should run the way you want it to!" Shadow told her while in mid-air before pulling back an energized fist before punching her, sending her plummeting from their height all the way to the ground, and into a pack of Grimm, creating a powerful explosion on impact that blew apart all of the surrounding monsters, even more so as Shadow blasted into Cinder, shattering what was left of her Aura, but he wouldn't let her fall unconscious yet as he grabbed her by the throat and pulled her up to his face. "How many futures have you stolen besides that girl and boy?! How many lives did you ruin in your pathetic little quest for power?!"

"How do you… decide who is innocent or not…?!" Cinder spat defiantly, her face all bloodied and bruised, with her left eye being especially swollen. She tried to punch with her right hand, only for Shadow to catch it effortlessly. And without her Aura to protect her, the energy he was outputting ripped apart her skin before he clenched his hand and completely destroyed her entire right hand, causing her to scream in agony before Shadow teleported himself and her away from the area.

They then re-appeared above the roof of the dorms building. "I don't decide. I only see. I see who is innocent, who is guilty. Who should be protected and who should be punished, and I chose to act of my own accord. And I see you… someone who is clearly guilty, and more than deserving of this!" He blasted himself and Cinder right to the roof just as he pulled back another fist and pounded her in the stomach once again just as they crashed into the roof.

From the outside, multiple flashes of energy exploded out through the windows of the top floor, and then down to the floor below that, and the one below that, and the one below that, all the way till they reached the bottom, where a blast and shockwave of energy and smoke shook the whole area.

Inside, Shadow was on his hands and knees, his energy now spent and vanishing from his body as he appeared back to normal, the bright moon light shining down on him from the hole that had been made through the roof and all the floors of the dormitory that went down to the base floor. Taking a second to catch his breath, Shadow looked ahead to see the current state of his enemy.

Cinder was flat on her back with a small puddle of blood underneath, and clearly unable to do anything else. Her right arm was completely gone up to the elbow; both of her legs were broken and bent in the wrong way, her right leg even had some bone fragments sticking out from her skin. Her left arm was also bent the wrong way but was still attached. Her face was a complete wreck; it was heavily burnt and scarred, with a few teeth missing and even her left eye had been burned away. She also had a large burn mark on her stomach. Shadow had made sure to pull that last punch just enough so that it wouldn't break through. A move like that would definitely be fatal, and they needed her alive to learn more about how she could steal Maiden powers, maybe even some information on Salem that Ozpin had not divulged. But despite being alive and unconscious, there was no way this spiteful child would ever walk again. Her limbs aside, Shadow could tell that the impact had probably ruined her spine beyond recovery.

Shadow then put on his Inhibitor Rings to allow his energy to recharge. Though it would be a bit slow, so he couldn't help anyone else at that moment. But despite how bleak the situation seemed, a part of him was certain that they would find a way out of it, or even win it.

The black Hedgehog smiled slightly. 'If there was one thing that you're good at… it's doing the impossible. So do it again… Sonic the Hedgehog.'

Back on the roof of Beacon Tower, Qrow rolled back to avoid the sword-slice from Mimic-Ruby, who still wielded the stolen Harbinger. Qrow happened to spot a rod off on the side and was quick to grab that and block the sword-strike from Mimic-Ruby, but not before the imposter grinned and pulled a switch to convert the blade into its scythe mode, slicing at Qrow point-blank, while also slicing through the pole as he backed away.

"Huh, not bad. Can see where your kid got her taste in weaponry." Mimic commented, still maintaining Ruby's form as well as her voice. He then looked like he was about to rush him, with Qrow rushing as well, wielding the two halves of the pole as short-ranged weapons, but when he was about to make contact…

The illusion in front of him shattered to reveal the Neo, still in the form of Yang, with her pink and brown eyes visible as she opened her parasol to block Qrow's attack and allow Mimic-Ruby to appear at Qrow's side and slice at him. Qrow was then shot in the back by Torchwick with his stolen rifle, and as he was shot, Neo-Yang hooked Qrow's ankle with the bottom of her weapon to trip him up as Mimic-Ruby leapt over to bring his scythe down to him…

But Qrow had caught the scythe by its pole, while simultaneously delivering a double-kick to Mimic-Ruby to knock him up into the air as Qrow swung his scythe around to force Neo-Yang back just as he pulled back his scythe and prepared to slice as his enemy fell down…

"Please don't hurt me!" He heard Ruby's voice from the imposter and instinctively held back his swing, which only left him open for Neo-Yang to lunge at his stomach with Hush's blade, and while his Aura did protect him, it still stung enough to knock him back where Torchwick shot him again to bring him down to his knees just as Mimic-Ruby appeared to deliver a knee to Qrow's jaw and hold him by his hair.

"How does it feel to get beaten by your own kids?" Torchwick taunted as Mimic-Ruby's face changed the apperance of Ruby's silver eyes for Mimic's natural ones, and Neo-Yang kept up her own natural eye color as well, and all three smirked sinisterly as Torchwick walked up to appear at Qrow's front. "What? Don't tell me that's all you got. I thought Pro-Huntsmen were supposed to be tough." He looked to Neo-Yang, who simply shrugged with a mocking grin of her own.

"Probably doesn't have it in him to hurt his baby girls." Mimic-Ruby mocked, still maintaining Ruby's voice before taking the form of Qrow himself. "Maybe I'll use his face to finish the brat off. Slowly." He snickered. "Just imagining that gives me chills."

Suddenly Qrow disappeared from in the middle of all three, much to their surprise. Their brief moment of mockery distracted them enough for Qrow to change into his bird form and appear behind Torchwick and changed back to normal just as Torchwick turned around to Qrow, who punched him in the face with enough force that it sent him rolling across the ground and close to the edge, while Qrow spun Harbinger's scythe-mode over his back like a helicopter blade to slice and beat back Neo-Yang and Mimic-Ruby, both assuming their normal forms before Qrow pulled out Harbinger's gun mode to shoot at the rifle Torchwick had pulled out.

However, Qrow's shot had also caused the rifle to explode, which sent Torchwick flying off the edge, much to Neo's own horror as she scrambled on her feet and ran to try and catch him… but he was already well outside her reach as she looked down in terror to see the man scream and fall from such a great height to the unforgiving ground below.

Mimic was pressed to the ground by Qrow's foot as he had Harbinger's gun-mode pointed directly at his face. "Give me a reason I don't gun you down right now! Go ahead! Just one!" The man threatened.

"Oooh, that's dark." Mimic said before grinning as he assumed Ruby's form again. "You sure you're that her dad? Can't imagine little miss bubbly being the spawn of a murderer. You just killed that guy, ya know? Here I thought Huntsmen were supposed to be heroes? Has she killed anyone?"

Qrow fired his gun, the bullet missing Mimic-Ruby's face as it blew off a chunk off the ground. "Last warning."

Mimic-Ruby looked past Qrow towards Neo as she continued to look down off the ledge.

Even if she couldn't see Torchwick's body, she knew that he was not coming back from that. He was gone. Roman Torchwick was really gone. The man that had taken her in after years of abuse from her parents, the man who trained and mentored her, the man who cared for her. The man that she ultimately fell for… Just like that… he was gone. Tears filled her eyes as devastation and grief filled her body. But that lasted only a few seconds as she turned in the direction of the man who killed him.

That man… He took her Roman away! He was her whole world! And this Huntsman… this so-called hero… he murdered him! Oh, she was going to make him suffer for this!

Mimic-Ruby saw the look of rage in Neo's eyes and immediately knew what to do. He quietly motioned with his finger and pointed up to Qrow, a message she understood clearly as she nodded with a vengeance.

"Little red here might not be a killer…" Mimic then took the form of Yang. "But I imagine this one is. I mean, she did try to kill her sister when I last saw her. Can't imagine how their dynamic must have worked out."

"Don't you…!" Qrow growled, but his enemy wasn't done.

"Why not? I mean, you don't exactly wield weapons like scythe-guns and shotgun gauntlets unless you want to kill, right?" Mimic-Yang continued. "So is Mommy a killer too?" He the noticed a flash of rage in Qrow's eyes. "Ooh, struck a nerve, did I? Wait… Is she even around anymore…?" That brief flutter in Qrow's eye, that subtle change in emotion from rage to grief… even if it turned back into rage a split-second later, Mimic saw it as clear as day and knew what exactly what it meant. "She's dead. Mommy's dead. How'd that happen? Mission gone wrong…?"

Qrow grabbed Mimic-Yang by the throat and pulled him up to meet his face. "Shut your damn mouth or I'll shut it myself!"

"And you went and let her kids get caught up in a warzone, even got your youngest kidnapped. Some role model dad you turned out to be." Mimic-Yang went on before turning into Ruby again as he put on a crying face. "Where were you, Daddy?! I needed you, but you let me get taken! Mommy wouldn't let that happen! So why did you!? Why aren't you there for me?! Don't you love me anymore?! Do you hate me!?"

Qrow knew this wasn't the real Ruby. He knew that. So why…? Why was this getting to him?! The way he saw Ruby's face crying to him like this… It was almost as if he could see Summer's own face, crying as she looked at him with a teary-eyed expression of heartbreak and resentment.

"Why didn't you help her, Qrow?! I trusted my daughter… both daughters… with you, and you left them alone! You lost Ruby! You left her, just like Raven left us!"

"No…! I… I didn't…!"

A painful stabbing sensation was then felt in Qrow's back, all courtesy of Neo as she looked with tearful rage past her parasol, her blade extended to stab Qrow. His Aura was still up, but due to all the fighting and damage he sustained throughout this prolonged siege, it was considerably weakened. His own red Aura flashed, indicating it was close to breaking. This allowed Mimic-Ruby to once again swipe Harbinger and extended its scythe-mode before slicing upward to break what was left of Qrow's Aura and send him up slightly before he crashed to the ground.

Cursing himself for letting this shapeshifting bastard get into his head, he tried to push himself up, but soon found himself staring at Mimic-Ruby and Neo as they both stood over him.

One look at her and Mimic knew that this girl had some special feelings for the man who just died. Her skills were impressive, and he could see her going places. Maybe with the right kind of motivation, and mentor… she could be of great use… and help him reach new heights.

"This guy killed your man, so why don't we make this nice and slow?" He offered, still in Ruby's form, and appealing to Neo's desire for vengeance to get her closer to him. "And personal?"

Neo, once again, used her Semblance to take Yang's form as the two shapeshifters brought their weapons down on the man before them.

Back on the ground, while everyone else was currently dealing with the Wyvern, Raven was more focused on Adam as their swords locked once again, Wilt against Omen.

When Adam went on the offensive with several swings, Raven parried each one even as Adam drew Blush to fire, Raven still blocked the shot with a swing of her red Dust sword while simultaneously sending a wave of fire at Adam, which he cut through with a slice of his own before rushing her to clash blades again. Raven then kicked his feet to trip him up, allowing her to strike her elbow into his masked face and disorient him as she swung her sword at him. Though Adam ducked under that slice and moved to Raven's side and swung again, yet Raven was able to block the blade and delivered a knee to his stomach, followed by a kick in the same area to knock him to a ruined Paladin.

"Same attack patterns as before." Raven commented, sounding very disappointed, resulting in Adam growling as he rushed her again, but just like before, she countered all of Wilt's strikes with her sword, even as he lunged his sword, Raven grabbed him by the arm and with her free hand and drove the handle of her weapon into his face before sweeping his feet to trip him up, where she proceeded to bring Omen down, but Adam performed a quick draw to block the strike even as he landed on his back and kicked the ground to flip over her, even using his sword to slice forward, which Raven blocked again even as he landed in front of her and dashed at her. She then noticed that as he ran, he gripped his sword as his hair and red markings on his clothes glowed.

'Here it comes.' She quickly sheathed her own sword as Adam closed the distance and they were both less than inches from each other…

*SLASH!*

Raven had appeared past Adam, a new Dust blade drawn from Omen, but rather than a red fire blade, this one was blue. Looking back, she saw how Adam remained in his drawn position, his lower body and arms covered in ice. Raven was only a little bit faster on her draw, and that was still fast enough.

"It's been over a decade, and you still haven't learned anything new?" Raven questioned as she changed her blades again, this time drawing a yellow Dust blade and swung it to send an electric wave at the half-frozen Adam, blasting him across the ground. But before he could even recover, Raven had already appeared where he was going to be and slashed her yellow blade across his body repeatedly, dealing several electric slashes that brought him down even more as he was blasted flat on his back, his own red Aura flashing, to where Raven put her foot onto him and pointed her sword at his face. "Your techniques have grown sharper, but they're still the same as I taught you. Here I thought some time on your own would help you to grow. Guess not."

'Just like my brother, Ozpin, and everyone else…' She thought, but didn't say it out loud.

"And you're the same as every other human!" Adam tried to unleash a point-blank slash with his Semblance, but Raven not only dodged the slash but even kicked Adam across the face, knocking the mask off. He tried to reach for it, only for Raven to pick it up as she could only look at it with disappointment.

"You think this makes you dangerous? Stronger?" She questioned, looking at his scarred face.

"Don't you lecture me on that when you do the same thing!" Adam growled, only for Raven to press her foot on his throat to silence him.

"And don't you lecture me about how you do this for your people, when you know it's not true. This isn't about the Faunus, it's about you." Raven said before shaking that head. "You're still that same angry little boy I rescued so long ago. It's never been about a better future... it's only been about revenge."

"If that… was such a mistake…" Adam struggled underneath Raven's foot. "Then fix it! Come on! Finish me! I guarantee... that this will be... your only chance... human!" He said that last part with so much venom and spite, hoping to hurt the woman who rescued and trained him. But all it did was disappoint her even more.

"You are so pathetic." Raven looked down on him. "But I'm giving you one last chance. Walk away right now. Salem would have no real use for someone like you, and she wouldn't go out of her way to hunt you down for desertion. But here's a little warning: stay away from daughter and her friends, that includes that Faunus girl you're so obsessed with. Or I promise that next time, there will be no mercy." She removed her foot from his throat and walked away. "You've been warned."

As she stepped away, Adam picked himself up somewhat, rubbing his own throat. When it looked like she was about to get a reasonable distance from him, he quietly reached for Wilt at his side, before smirking.

He grabbed the handle… not noticing Raven's own red eyes glancing backwards, just as Adam slashed his sword, unleashing all that stored energy in the form of a wave right at Raven's behind…

Only for her to quickly slash her own sword and create a portal in front of her to intercept the slash, with another one appearing behind Adam…

*SLASH!*

Adam screamed in agony as he felt his entire right arm had been severed from the joint, which he held as he folded in on himself.

"Never forget… It could have been your head." Raven told him before looking towards the Wyvern that was still battling her daughter and everyone else, before making her after it.

Despite the sheer agonizing pain he was in, the maskless Adam picked himself up, grabbing the downed sword from his severed arm with his only remaining hand and hobbled in the direction of Beacon Tower. It could serve as a place of shelter for him to rest before moving on. He had a communicator to Eggman as well. He would wait out this battle before calling for assistance and leave.

Even with that warning fresh in his mind and knowing that Raven was never the type to bluff with a threat like that… he wasn't about to give up. He would make those responsible for his pain suffer. And Raven just put her own name on his list.

The Wyvern roared as was kept on the ground while all the defenders of Beacon attacked it everything they could.

"We have to keep it grounded!" Glynda commanded as she used her Semblance to throw several pieces of debris at its face, causing it to roar and look at her. "Go for its wings!"

"We'll keep it distracted!" Ironwood said as he held a gun and stood alongside Glynda, Omega, Port, Oobleck, Elm, and Tails in the Cyclone's walker-mode as they concentrate all their fire power at the creature's face to keep it focused on them.

The rest of them split into two large groups to move towards the Wyvern's sides. The group on the right side appeared led by Winter with Knuckles, Weiss, Yang, Blake, Amy, Ciel, Marrow, Sun, Neptune, Sage, Scarlet, and Nolan, and even Zwei joining them; while Clover led those attacking the left side, consisting of Rouge, Jaune, Pyrrha, Nora, Ren, Coco, Velvet, Fox, Yatsuhashi, Vine, Harriet, and Cardin.

"Stay!" Marrow pointed to the right wing, causing it to freeze in place. "I can't hold it forever!"

"Tear the wing apart!" Winter ordered as she lunged her sword forward, erecting a Glyph to send multiple ice shards in the same direction with Weiss mimicking her. Yang, Blake, Neptune, and Scarlet all fired their guns into the wing, already tearing holes into it as Knuckles and the others went directly for the joint, the red Echidna jumping into the Wyvern's side and using Galatine to stick his blades into it before leaping up to grab the joint of the wing, where he proceeded to wrap his arms around and squeeze. But as he did, more black ooze began to secrete of the Wyvern's right side… halting Amy and the others as a line of Grimm appeared in front of them.

"Oh, come on!" Amy grunted as she used her Piko-Piko to slam the curled up Zwei like a crocket ball to smash a Beowulf while Sun, Nolan, Ciel, and Sage engaged in close combat with the Grimm. Though several dark creatures did move past them to move to get to Winter and everyone else, preventing them from shooting any more into the damaged wing, though Winter was forced to move back and protect Marrow, who couldn't take his arm down else loose his grip on the wing.

"Hurry it up!" Marrow called to Knuckles.

The red Echidna squeezed as hard as he could, grunting as he did so before the joint cracked. He then pulled back his right fist and smashed into the crack in the joint. After three punches, he finally broke through, causing the right wing to crack off before the monster roared in pain.

At the same time, more Grimm had appeared from the ooze that leaked out of the Wyvern's left side. Cardin ended up getting knocked down by a Beowulf, but was quickly aided by Jaune who used her shield to block the claw-strike, and swerve underneath to swing Crocea Mors upward to cut the creature's head off. He turned around to the surprised Cardin before pulling him up by his arm.

"Stop spacing out and fight!" He told him before joining the rest of his teammates in holding off the Grimm. Cardin shook his head slightly before joining the fight as well.

While Teams JNPR and CFVY, including Cardin held off the Grimm, they circled around Vine and Clover to protect them as the two veteran Huntsman both reached forward through their respective means; Clover by tossing out the line to King Fisher, and Vine by extending his Aura limbs. Clover's line wrapped around the joint of the wing just as Vine caught it as well and they both pulled down as hard as they could.

"Harriet! Rouge! Go, now!" Clover ordered.

The white bat flew straight down towards the wing joint while Harriet ran up its side, avoiding the Grimm as she did so before they both converged on the single point. Rouge spun her body around while holding her right foot down as she shot like a missile, just as Harriet pulled her fist back. They both struck at the joint of the wing, cracking it, but not breaking it completely.

Rouge grabbed Harriet as she leapt from that spot before the white bat threw one of her heart-shaped bombs into the crack of the joint. It would detonate seconds later before the joint was completely broken and the entire wing fell off.

Once again, the Wyvern roared, but this time, it lifted its whole body upward, standing briefly on its rear legs to secrete an enormous amount of black liquid form its underbelly. Everyone was forced to pull back as at least three dozen Grimm soon emerged out of the liquid.

"Okay, seriously! How many of those things can it make!?" Yang complained.

Not only that, but the Wyvern's roars had also called in several airborne Grimm as Nevermores and Griffons had descended from the air and began to attack everyone. One Nevermore looked like it was about to strike Yang at ramming speed…

Only for a swirling red portal to open underneath Yang, causing her to fall underneath and avoid the devastating strike that tore up the ground. The blonde herself fell out of another portal that was at some other point in the battle, landing right behind Raven. The blonde once again looking up with shaky eyes at the sight of her birth mother.

"This fight is lost." The older woman said. "Beacon can't hold out. You need to retreat."

"What…?! We can't just run away…!" Yang tried to argue, only for Raven to pull her up by her shoulder and look her dead in the eye with a serious expression.

"Do you want to live!? Do you want your friends to live!? These are just buildings!" She gestured to the devastated campus around her. "You can replace that any day of the week! But you can't replace a life!" She let Yang go as she saw her daughter look at her with a shaken expression. "Gather all your friends, and I'll get you all out of here."

"B-but… what about Ruby…?"

The silver-eyed girl was just as constrained as before as she continued to see all the chaos unfolding outside via the monitors of the cockpit of the Egg Zeus as Eggman continued to pilot and laugh at the same time.

On one monitor, it showed all of her friends struggling against the Wyvern and its multitude of Grimm. On another, it showed Qrow being beaten down by the combined efforts of two imposters that looked exactly like her and her older sister. A third monitor showed Penny locked in a heated duel with Metal Sonic, with her Crescent Rose, no-less. And finally… she saw Sonic's struggles against the mech she was currently trapped inside.

Sonic zipped around the Egg Zeus with his Chaos Emerald enhanced speed, only to be blown back once again by a powerful electric wave that shot out from the giant robot's frame. Not even giving Sonic the time to recover or counter, the Egg Zeus appeared in a flash of lightning in the air above Sonic to pound him deep into the ground, the electricity shot out of the fist on impact to create an electric shockwave that tore away at the already ruined ground, leaving a huge crater with Sonic laying in the middle… his body covered in burn marks, bruises, and even blood… even his left eye was somewhat pink.

But despite that, the blue Hedgehog slowly pushed himself back on his feet, still clenching Caliburn and the green Chaos Emerald as he turned in the direction of the Egg Zeus, bearing his taunting smirk.

"Is that… all you… got…?"

"There's plenty more where that came from, rodent!" Eggman retorted with a laugh as Ruby looked at the monitor to see a large bolt of lightning send Sonic up, her pupils widening in shock.

She had seen Sonic face off against highly trained Huntsman, hordes of Grimm, and other giant robots… and yet he always came out on top with a smile on his face. But… to see him so beaten down like this… covered in blood and injuries…

'Sonic…! Everyone…!'

It can't end like this! It just can't!

At the top of Beacon Tower, Mimic-Ruby held Qrow back with his natural tentacles coming from his neck, while still maintain Ruby's form, ensnaring his arms and his neck, which allowed Neo-Yang to punch him repeatedly across the face. His Aura had already broke, so each punch met its mark and did it's damage.

Neo was going to take her time with this. Qrow killed her beloved Roman, so she was going to kill him nice and slow. She even picked up a stun baton from the ground and jammed it into Qrow's stomach, causing him to hack up blood and vomit.

'Uncle Qrow…!' Ruby struggled. Despite what kind of tension was going on with them, the man was still her uncle, and she hated seeing him like this.

Weiss had lunged Myrtenaster forward, creating a Glyph that shot icicles to shred an incoming Beowolf, only for a Taijtu to burst its head through, shatter the Glyph and knock Weiss back. Blake quickly came to her side to help her up, but they would soon be surrounded by six more Grimm total.

Tails unloaded all the weapons in his Cyclone to blow away a group of six Grimm, only to get slapped by the Wyvern's claw and knocked across the ground. Tails tried to pull himself out of the tipped mech, only for a pair of Ursa to appear over him. Likewise, Omega opened fire onto the Wyvern's face, only to get smacked away by another claw strike.

Knuckles and Rouge came back-to-back as they were surrounded by several Creeps and tried to fight them off as best as they could.

Amy and Nora smashed whatever Grimm they could with their respective hammers but ended up getting separated from the rest of Team JNPR as Jaune, Pyrrha, and Ren circled up to fight back against the onslaught of Grimm.

Yang tackled an Ursa to the ground and pounded its face in until it was dead. Zwei came to her side, barking a warning at her for an incoming Boartabusk that came at her with a Spin Dash attack, only for it to get bisected by Raven. But that was just one of several more Grimm that appeared around them.

The other students, along with teachers and professional Huntsman and soldiers weren't doing that much better, on the verge of being overwhelmed by sheer exhaustion and greater numbers of the enemy force.

'Yang… Zwei… Tails… Weiss… Knuckles… Blake… Amy… Everyone…!' Ruby was unable to help any one of the new friends, or even her own sister. Her eyes continued to tear up, especially as she saw on one monitor the heart-wrenching footage of Eggman's mech pulling up the heavily injured Sonic, the green Chaos Emerald and sword still attached to his hands, refusing to let go.

"This might be it…!" Eggman chuckled, stuttering almost in disbelief. "I… I can actually do it…! I can actually destroy Sonic! After so many years of humiliation…! I can finally rid myself of my greatest enemy!"

"Yes, quite the achievement, Doctor. To finally be rid of your greatest enemy, and a potential thorn to my own design." Salem mused.

"With Sonic and Ozpin out of the way, nothing will stop us from seizing all of Remnant for ourselves!" Eggman clenched his fist malevolently. "And if the other Kingdoms wanna put up a fight… they'll suffer the same fate! We'll rule over Remnant, even if it's nothing more than a pile of ashes!"

'No! Stop it!' Ruby pleaded internally. 'Stop it…! Stop it…! Stop it…!' The more she struggled, the more she prayed for a miracle… something began to stir in her, something that not even she noticed. There was a faint glow in not only her eyes…

But the six Chaos Emeralds present began to flicker as well.

"And let's see how Metal is doing, hmm?" Eggman looked to a monitor, also drawing Ruby's attention, to see the ongoing battle against Penny.

Skidding to a halt in cross-roads between ruined buildings, Penny looked to see Metal Sonic speeding to her once again, right before she extended all her Floating Array swords and prepared to unleash another beam-attack right at him.

However, Metal had seen this move before and calculated everything he needed to know to properly handle it.

Just as Penny thrusted her fists to unleash the beam of energy, Metal had altered his trajectory to fly around the beam and close the distance between himself and Penny, the robot girl looking up in surprise, while still in her same position and unable to move in time. As quick as she was… Metal Sonic was faster.

Locating each of the cables that kept Penny's swords attached to her main body and targeting each one, Metal gave a single upward slice with the stolen Crescent Rose to sever them all.

Penny gave a startled yelp as she felt her connections to her swords quickly and suddenly sever, leading them to fall to the ground. This caused a momentary system error in her main processing unit, and that was all Metal Sonic needed to work.

He jammed his arm-blade into Penny's right shoulder and sliced up to sever her whole arm. He then swung Crescent Rose downward to slice off both of her legs before slicing his arm-blade at her left joint and cut off her only remaining arm.

Penny's limbless body would have fallen had Metal not caught her by her hair and held her up enough so that she could look right into his red optics. He did a quick scan and saw that with her limbs severed, the Dust that had powered her was now leaking out. She would only have a few more seconds of functionality left.

However, the scan also isolated Penny's core in her chest-unit, in the same spot where a heart would be for a human being. While the head had no core, it still had a central processor, a 'brain' so-to-speak, that seemed functional for the moment and was connected directly to the core in her chest. Best to sever both of them and leave no surprises. So long as the core and main processing unit were undamaged, Eggman could use it to his own advantage. And perhaps… so can he.

Penny's visuals were that of static as repeated error messages filled her field of vision, and she was unable to so much as speak…

Even as Metal had brought Crescent Rose's scythe-form to her neck, the curve of the blade encircling around her.

Even with all the errors and static clouding her visuals, something inside her showed something else. Memories of a certain girl… her first real friend... came to her. Someone that made her want to keep on living. Someone that made her feel like a person, and not a machine. Someone who, besides her father, made her feel… whole.

"Ruby…"

*SLICE!*

With a swipe of Crescent Rose, Penny's head had been severed from her body.

"Oooh, I just got chills." Cubot shivered. "Remind me not to get on his bad side."

"Good thing he's on our side." Orbot commented.

"There's a good boy, Metal." Eggman said like how an owner would complement his pet. "Who makes Daddy proud? You do, yes you do."

Ruby's own eyes were wide like dinner plates, the image of the video feed… of Penny's own dismembered and decapitated body… it was reflected in her own shinning digits. In a split second, all of Ruby's memories of Penny came flooding back into her, from meeting her, to fighting alongside her, to just talking with her… She may have been a machine, but she had an Aura! A soul! She could smile and laugh like any normal person! She wasn't just a machine! She was alive! And she called her a friend! She was Ruby's friend! And now… she was cut to pieces… by her own weapon!

'PENNY!'

Something suddenly happened, something that nobody had expected.

Streams of shining silver, taking a shape that resembled wings, shot out of Ruby's eyes. And that same light was reflected off the six Chaos Emeralds as they too emitted a silver flash of light.

"What the…?!" Eggman covered his eyes, along with his robots…

And the Seer Grimm that was in the cockpit with them, had turned into stone.

Salem gasped as she felt a sudden shock, a bright light coming out of her crystal ball, which she dropped before it fell and shattered on the ground.

The Grimm witch felt her own eyes for a moment before her thoughts came together. Did that girl just manifest her power? Someone as young and immature as her? True, she was in the presence of her own Seer Grimm, but there was no way Ozpin would have told her the secrets to her power at that young of an age, even he wasn't that stupid. Something must have happened… A trigger that caused her powers to activate on instinct.

She must have seen someone in the battlefield die. Someone she was close too. Salem didn't exactly keep track, focusing most of her attention on Sonic as Eggman did… but something slipped past her notice. And there was no way of knowing what that was.

At least she still had a connection to her Wyvern, even from this distance. Straightening herself back against her obsidian throne, Salem took a deep breath and focused on that connection. With the Seer Grimm gone, she couldn't directly control it anymore. But she could at least see through its own eyes to see what was going on at Beacon right now.

The light faded as Eggman lowered his arms, looking around for the source of the light… and while he did spot the Seer Grimm at his feet, now turned into stone, he also noticed how a certain prisoner was missing.

"Where's the girl?!"

"Hey, Boss? The Emeralds are gone." Cubot reported, sounding nervous and confused.

"What!?" Eggman pushed him away to look into the command console to see that all six of the Chaos Emeralds were indeed gone.

"They're right outside!" Orbot pointed to a screen to show Ruby, and the six Chaos Emeralds right outside the Egg Zeus and falling toward the ground.

"How'd she do that?!" Cubot questioned.

"Chaos Control…?" Orbot guessed. "But I didn't think…!"

"Outta the way!" Eggman was immediately at the controls as he desperately brought the Egg Zeus back online. "All seven Emeralds are outside! With Sonic! You know exactly what that means!"

Sonic weakly looked at the suddenly flash of silver light, one that took the shape of wings, appear in the air just above the Egg Zeus' head. The light faded to reveal Ruby… now falling from that spot… with the six Chaos Emeralds all around her.

"SONIC!" She reached out to him.

"Ruby…!" Sonic held the green and seventh Chaos Emerald in his hand tightly, channeling its power and reaching out to the other six. It and all the other Emeralds began to glow their usual colors, only much more brightly.

"NO!" Eggman's voice boomed as the Egg Zeus reached out with its free hand, still holding onto Sonic in the other, desperately trying to prevent his enemy from doing what he feared he would do.

But it was too late.

*FLASH!*

A sudden blast of golden light had managed to blast the Egg Zeus back, causing the mech to stagger as its pilot inside tried to regain control.

Eggman stood up from his chair in horror, drenched in a cold sweat as he and his robot minions saw on the monitor what was happening outside.

"Uh oh…" Cubot gulped.

"I… recommend we retreat…" Orbot advised nervously.

It was Sonic the Hedgehog, hovering in the air, with a semi-conscious Ruby in his arms. But he wasn't his typical blue color. Now his fur was a bright and brilliant gold, his quills standing straight up as his usual green eyes had turned red. There was also a faint golden aura around his body that seemed almost like shinning flames, but they didn't burn or harm the person he was holding.

This was Super Sonic.

Ruby felt her eyes grow heavy, her body weak as she felt herself unable to move, but she couldn't stop herself from looking awe at what had become of the hero she idolized… and being in his arms. Being this close to him... when he was like this... felt very warm.

"S-Sonic…?"

The golden Hedgehog looked to Ruby with a comforting smile. "It's okay, Ruby. I got ya." His voice was different. It sounded somewhat echoey, deeper, like how a being from a higher plane of existence would speak. But even with that, the tone belonged to the same Hedgehog that she knew and admired. This was still Sonic.

And that caused her to smile with relief with tears of joy in her eyes.

A flash of lightning caught their attention as they looked to see the Egg Zeus powering up with lightning all around it, no doubt preparing to unleash a big attack.

"Hang on tight, okay?" Sonic requested as a golden energy sphere formed around both of them, right before he zoomed at the Egg Zeus piercing through its chest like a ray of light, moving way faster than he normally would. That same golden light zipped through the joint of the right arm, and then the left, and then through its legs, up and down, and every which way of the Egg Zeus.

The entire cockpit rocked as explosions were already igniting in every direction. Orbot and Cubot clung to Eggman as he, in a panic, slammed his fist on the eject button.

Super Sonic, while still carrying Ruby as they were both in the protective energy sphere, appeared away from the Egg Zeus as they saw it go up in an explosion of fire and lightning. Super Sonic noticed the Egg Mobile fly straight up into the night sky. Eggman was undoubtedly safe and sound inside that thing, but Sonic wasn't concerned about that right now.

"S-Sonic… Yang… Qrow… Penny… Everyone…" Ruby weakly pleaded as she looked with heavy and tearful eyes at him. "Help them…"

Again, Super Sonic gave Ruby a smile of assurance. "Sure. Just leave it all to me."

Ruby smiled in relief as she finally let herself fall unconscious, with tears of relief fell out of her eyes.

Metal Sonic saw an explosion go up in a certain area as he continued to hold Penny's head, all while putting Crescent Rose back on his back. Sensors indicated that was the Egg Zeus, but the Eggmobile was still active. No doubt Eggman escaped, but where…

A flash of golden light appeared in front of him and Metal instantly brought up the Black Shield, but a single punch shattered that shield instantly as Metal was forced to drop Penny's head and he himself was sent crashing into a nearby building.

Super Sonic, still carrying the unconscious Ruby, hovered over the ground where he looked with remorse to see Penny's dismembered remains.

"Sorry Penny. Hopefully Tails can get you fixed up." Sonic said as a faint golden aura appeared over each of the pieces of Penny, including all her swords, and hovered around Super Sonic before they all vanished in a flash of light.

Metal Sonic pulled himself from the building, a considerable dent was evident on his head and some of his internal circuits were damaged. But he was still functional. And he still had Crescent Rose.

Super Sonic. Well, now he knew the battle was lost. No matter. This would mean the Chaos Emeralds would be scattered across Remnant after all of this, and that could play to their advantage, to his advantage. For now though, best to retreat.

"The hell…?" Mimic questioned as he and Neo saw the explosion before as well, with the beaten Qrow looking in that direction as well. A flash of golden light appeared around Qrow as both Mimic and Neo were forced back by the sheer force of a sudden pressure in the air. Both looked in surprise to see Super Sonic hovering in front of them, with Ruby in his arms, Penny's pieces floating around him, and Qrow behind him.

The man could only look up at the floating golden Hedgehog that was now in front of him. But he also noticed the girl he currently held in his arms.

"Ruby…!"

Super Sonic glared at Mimic and Neo, so much so that any kind of confidence any of them felt was replaced by a sudden dread. Mimic especially thought that. He had heard all kinds of rumors about Super Sonic before, a state in which Sonic had the power to take down gods, but he'd never actually seen it, until today. And suddenly, he felt like an insect underneath a boot.

"Beat it." The golden hero glared.

With no words being spoken, Mimic took the form of Rouge and flew away, carrying Neo along with him, as she still couldn't take her eyes off the glowing hero. Only to then realize that the one who killed her Roman was still alive! She may not have her revenge now, but she will get it soon! She will make this man… this murderer… suffer! And she would not rest until she does!

Turning around Super Sonic handed the unconscious Ruby to Qrow, whom he immediately took into his arms. "She's out of it, but she'll be alright."

"I…" Qrow had no idea how to feel about this. Other than the immense amount of relief in knowing that Ruby was safe in his arms, he was now in the presence of someone who felt so incredibly powerful. Qrow was no fool. One look at Sonic like this… and he'd say that he probably had more power than Ozpin and all the Maidens combined. Maybe more than Salem even!

He felt a touch on his shoulder and looked to see Super Sonic placing his hand on him with a grin. "Hang on." They vanished in a flash of light.

Just at the base of the tower, all of the defenders of Beacon were scattered and surrounded by all the Creatures of Grimm. Weiss, Blake, and Tails; Amy and Nora; Pyrrha, Ren, Jaune; Rouge, Omega, and Knuckles; Winter, Ironwood, and Glynda; Port and Oobleck; Team SSSN and Nolan; Cardin and Team CFVY; Ciel and the Ace Ops. And even Yang and Zwei with Raven.

Every single one of them was worn out and exhausted, though Raven arguably had more energy to spare. One look around and she could tell that this was mere moments from becoming a slaughter. She couldn't get anybody else out of here. All but her daughter and maybe her dog. She could open a portal, take them away…

The wingless Wyvern roared as it and all the smaller Grimm went on the attack, ready to rip apart the heroes and devour them. Most of them were ready to fight back, while a few looked ready to give up and accept their fate.

That is until a flash of golden light appeared in the middle of the area, sending a powerful force that blew away all the Grimm, sending all the smaller ones flying up and all around the area, and even the Wyvern was knocked over on its side as it was blown across the ground by that same force.

Everyone had their eyes covered from the light, but when it died down… all of them soon found themselves gazing at the source of the light.

It was Super Sonic, Penny's parts still hovering beside him, the injured and shocked Qrow was right at his side with the unconscious Ruby in his own arms.

"R-Ruby…!" Yang wasted no time in running to his sister, with Zwei right behind her. Weiss, Blake, Tails, Knuckles, and Amy all ran in that same direction as well as all of the students, teachers, and Huntsman looked in awe.

Jaune's mouth hung open as he fell to his knees, Pyrrha placed a hand over her mouth, Nora almost stumbled backwards had Ren had not caught her, but even he couldn't take his eyes off the form of Super Sonic. Jaune looked towards Rouge as she and Omega came close to them, the lady bat looking to Jaune with a knowing grin.

Winter, Glynda, Ironwood, Clover, Port, Oobleck, Elm, Vine, Marrow, and even Harriet… none of them could turn their gaze away from the transformed state of the Hedgehog they called their ally. They had never seen anything like this before. Ever. And those in Ozpin's closest circle had seen a lot. But as they and the other students looked towards the brilliant form of Super Sonic, they couldn't help but feel a sense of hope and relief replace what was once dread and an acceptance of what they felt was an inevitable end.

Even Raven found herself staring at Super Sonic, unable to comprehend what exactly she was looking at, but whatever it was… she knew that it easily dwarfed the power that she had inside her. She then caught the sight of her brother, who happened to see her as well. The second Qrow saw her, he glared at her, to which she looked away with a slight scoff.

"Sonic!" Tails exclaimed in relief upon seeing him.

"Hey, buddy. Sorry for the close call." Super Sonic said casually as the rest of Team Sonic and Team RWBY came up close as well.

"S-Sonic… Is… Is that really you…?" Weiss asked in a shaky voice.

"Who else were you expecting? Ben Schwartz?" Super Sonic cracked with a half-smile.

"Yep, that's him." Knuckles with an unsurprised smile, with Weiss falling to her knees as tears of joy and relief fell from her eyes. Despite his drastic change in appearance, she knew that this was the same Sonic. The same one who helped her to grow, the one who inspired her to be better… to be free…

'Just when I thought you couldn't get any more amazing.' She smiled emotionally

"Seriously, sorry for cutting it close, though." He said sincerely.

"It's okay…" Amy wiped the tears from her eyes. "You're here now."

Even Zwei barked happily at seeing Sonic.

"Ruby…" Yang reached out to caress her sister's unresponsive cheek and couldn't stop herself from crying with relief. She looked to Super Sonic with an emotional smile of her own. "Thank you…"

Blake said nothing as she stared at Super Sonic's golden form. Just looking at him like this… it was like she was staring at the sun made flesh. And yet, something inside her told her that this was the same Sonic the Hedgehog she had gotten to know and befriend.

Suddenly a roar had caught all their attention as they looked past their savior to see the Wyvern had recovered. Despite lacking its wings, it still had its enormous legs, which it used to gallop right at them. It's terrible and evil gaze focusing on the golden light in front of it.

"Sonic…!" Blake pointed back in a warning as Tails, Knuckles, and Amy pushed Team RWBY and Qrow back, with Tails gathering up Penny's remains as he did, but Super Sonic hadn't budged from his spot. He hadn't event turned around even though the enormous monster was coming ever closer. If anything, his smirk only grew.

The Wyvern lowered its head to try and smash and obliterate him with raw power…

Only for Super Sonic to simply throw back his hand and catch the Wyvern's head! Halting it's charge with one hand! Completely unfazed!

As if they weren't surprised enough. All of the students, teachers, and pro-Huntsman looked in shock to see Super Sonic stop this enormous Creature of Grimm so easily. It took all of their combined effort just to ground it, but he stopped it like it was nothing!

Super Sonic then turned his gaze to look directly into the Wyvern's eyes. And the instant he did, he could feel someone else's gaze from it.

Even from the confines of her castle, Salem could see the golden form of Super Sonic looking through the Wyvern directly at her. As she did, she narrowed her own eyes, as if she were glaring back at him. Despite being on the other side of the planet, the two might as well be in the same room, glaring at one another.

One was a noble and free-spirited hero, covered in brilliant golden light, as if he were the embodiment of hope and freedom. And the other, was a terrible monster, one who sought the complete destruction of this world, thriving off the death and fear that she instilled.

Super Sonic could indeed tell that someone was looking at him through the Wyvern. And it was probably that Salem-person Ozpin had mentioned. Looking into the Wyvern's eyes, knowing who was staring back at him, it was like looking into a dark and empty pit.

But Sonic didn't blink.

To the contrary…

He smiled.

"Is that the best you can do?"

He then kicked the jaw of the Wyvern, creating a golden explosion that tore up the Wyvern's jaw and sent it straight up, a thousand feet, into the sky, well above Beacon tower.

That act alone caused several jaws to drop. Including Jaune, Nora, Sun, Neptune, Marrow, and even Qrow.

Super Sonic then flew straight up. As he did, he noticed large drops of black liquid fell from the Grimm's underbelly and landed on him. But the second the Grimm liquid touched his super stated, it evaporated completely. Like water on a hot anvil. Sonic took a brief notice of this feeling before he resumed his rocket-like ascension and blasted through the Wyvern's underbelly and out its back.

Before it could have the chance to fall down, Super Sonic quickly flew back through the Wyvern and repeated the process, zooming in and out in flashes of golden light, piercing and slicing through the enormous Grimm, and keeping it from falling back down. After the thirtieth time in doing so… Super Sonic flew right to the Wyvern's face, as its body was riddled with glowing golden holes, which were steaming from contact…

He then tapped his foot on the Wyvern's face… right before its body went up in an explosion of golden light to completely destroy it.

Super Sonic smirked before looking out in all directions. In this state, Sonic's sight was enhanced along with his physical abilities. And here, he could see that despite the largest monster being gone… there were still hundreds of Grimm in and around the campus, including several in the air, and probably more coming in from the mountains.

"Alright. Time to clean house"

With that, Super Sonic zoomed through the sky first, spotting and locating all of the airborne Grimm consisting of Nevermores and Griffons, as well as the rest of Eggman's ships and made short work of all of them. Sonic blasted through each flying Grimm like a beam of light, and one strike was all it took to obliterate them all. The ships took at least two or three, depending on the sizes, but they were soon obliterated as well.

Everyone down below could only look in awe and amazement as they saw explosions and flashes of gold light up the sky, right before Super Sonic flew closer to the ground to clean up all the larger Grimm that were now entering the campus.

Teams ABRN and FNKI, who had managed to regroup together after being separated from everyone else, saw the flashes of light that cleared away all the Grimm in the area and they couldn't help but gaze in the same kind of awe that their peers were feeling right now.

Shadow stepped out from the hole in the dorm building, Cinder's broken and unresponsive form still behind him, as he saw the flashes of gold as well. The Ultimate Lifeform smirked, completely unsurprised.

It didn't even take a full minute for Super Sonic to clear out all of the campus before he moved to the perimeter. He spotted all the Goliaths, the same kind that were previously at Mountain Glenn and decided to prioritize them. Just like with the Nevermores and Griffions, Super Sonic zoomed through all of them, like a golden ray piercing through the darkness, and killing the ancient Grimm instantly before moving on to the rest. It was like a beam of light cutting through a sea of shadows as it moved all around in circles around the Beacon perimeter.

It could even be seen from high in the sky from the Egg-Mobile as Eggman groaned in annoyance.

"Well, that is just perfect. Salem's gonna give me an earful for this." The mad scientist complained.

"Uh… it might not just be for this… boss." Cubot said nervously.

"What are you babbling about?" Eggman questioned irritably.

"You remember that live feed you had about you and Salem's forces leveling Beacon?" Orbot reminded. "Well, it's still playing."

"What?!" Eggman looked at the monitor on his personal craft to see that everything was still being broadcasted. Which means… all of Remnant was seeing this.

Whitley, Willow, Jacques, Klein, and all the servants in the Schnee manor, they from their respective spots, all saw the golden form of Super Sonic laying waste to all the Grimm invaders and saving Beacon.

As did Ghira and Kali in Menagerie, Headmaster Theodore and Xanthe at Shade, Lionheart at Haven, all the people of Mantle… essentially every man, woman, and child who as near a television or had some kind of steaming function on their scrolls… every last person on Remnant was watching in awe at the golden hero wiping away the seemingly unstoppable monsters of destruction.

Even from their hiding spot, Mercury, Emerald, and Ilia saw on the young man's scroll the live footage that was taking place at Beacon.

"Shut it down! Shut it down now!" Eggman pressed all the commands he could and was successfully able to cut off the feed. But he knew deep down that it was too late. The entirety of Remnant had seen Super Sonic, and he knew…

Their problems were just beginning.

With a roar of fury, Eggman pulled down hard on his mustache. "I HATE THAT HEDGEHOG!"

Within five minutes in total, Super Sonic had successfully cleared away every single Grimm in and around Beacon's permitter. The whole slate had been wiped clean. But he felt he could do more.

Having recognized the ancient Goliaths from Mountain Glenn, he assumed that giant dragon-like Grimm was probably just as old if not older… and if that was the case, it must have originated from the same place.

Super Sonic had flown to Mountain Glenn in a manner of seconds and quickly spotted the missing mountaintop, probably where the Wyvern came from. He descended into the open mountain, moving deep into the darkness as his own transformed state illuminated everything.

He soon reached the bottom and found something that honestly made him sick to his stomach.

It was a massive pool of bubbling Grimm liquid. It was probably a hundred meters in diameter and looked deep. Probably deep enough to go all the way to the very bottom of this mountain.

Super Sonic tapped his foot to the surface, and the liquid Grimm in that spot evaporated instantly. He then felt his own hands for a moment.

"The gold won't last much longer. Probably got only a minute left." He said to himself before letting himself drop into the Grimm liquid, submersing completely. But as he did, a beam of golden light shout from where he dove, with all the black fluid in the area evaporating instantly.

He was able to reach out and grab a piece, keeping it isolated in a small energy sphere in the palm of his hand as he got a feel for it. This darkness… it was all-consuming. It felt… alive almost. And yet… not alive. Like it longed for destruction, to destroy any and all that it touched. It was liquid death. No… it was… anti-life.

Sonic was disgusted at the mere thought of it. "Nobody on Remnant could get rid of this gunk. But maybe I can." He focused on the sample that he was holding. "I've never done anything like this before…! Shadow might have a better chance of pulling it off…! Heck, Silver could probably pull it all out himself! But I still gotta try! Focus on this darkness… Focus on this… This Grimm…. Only That! Only the darkness! Only the Grimm! And get rid of it! Send it where it won't hurt anyone ever again!"

All the golden energy condensed around Sonic as he prepared to unleash all his remaining power for this one move that will hopefully cure Remnant of this blight, or as far out as he could reach anyway.

"CHAOS CONTROL!"

An explosion of white light erupted from his body and expanded outward, well outside of Mountain Glenn and the ruined city and it quickly expanded.

Everyone at Beacon could see the veil of white light that was spreading from the mountains and making its way closer to them.

Shadow looked serious as he had an idea what Sonic was doing. Even as the light was now reaching Beacon.

"Brace yourselves!" Ironwood warned as everyone in the area prepared for some kind of impact as the white light shined over them.

And it didn't stop at just Beacon, it expanded well beyond, reaching into the City of Vale as Lisa Lavender, the police, and all the civilians watched in awe, and covered themselves too as they white light shined over them.

It even went out into the wilderness as all the animals and the Creatures of Grimm from the surrounding land took notice of the white light. It would soon expand and consume them. All the animals and wildlife were unharmed as the light passed by them. But all of the Grimm that were once present had vanished completely. Beowolves, Ursa, Creeps, Nevermores, Goliaths, Death Stalkers, Boarbatusks, Griffins, Taijitus, all of them. They all disappeared. Even any Grimm pool that was nearby, once the light passed over it, the black liquid was gone, leaving only an empty hole.

Taiyang, who had made his way to the docks on Patch and was prepared to sail out to the mainland, looked with wide eyes to see the bright light which was shining out well past Vale and making its way to Patch. He instinctively covered himself as well.

From a spatial view of the planet, where one could see Space Colony Ark in it's orbit… one could also see a bright white light from the eastern side of Sanus as it expanded like a perfect circle, covering parts of the ocean… but soon came to a stop at a certain point, just barely touching the continents of Anima and Solitas, the western side of Sanus just at the border to Vacuo, and even the tip of the unnamed dragon-shaped landmass, but that piece of land was relatively unaffected.

Remnant's sun was like any other sun. Bright and yellow from a distance. But up close, it was a raging inferno, a sea of pure fire that burned hotter than anything imaginable, flares flying in and out from the surface. It was beautiful and deadly.

But there was a flash of light on the surface. And just as that light vanished, thousands upon thousands, maybe even millions, of Grimm were all dropped onto the surface of the sun, as were millions of gallons of Grimm liquid.

None of the creatures even touched the surface before they were incinerated instantly. The liquid Grimm did manage to touch the surface though. But the moment it did, it was vaporized instantly. If one listened closely enough, one could hear the sound of a painful screech as the last of the liquid Grimm was burnt away, leaving nothing left.

Salem stood up from her throne in disbelief. She raced outside to her balcony, looking up to the sky.

She just felt her connection to many of the Grimm on Remnant vanish. Specifically, all those on the eastern side of Sanus. She reached out to try and feel for any of her pets, but she felt nothing there. The presence of the Grimm in that region had been completely wiped way. Like they were never there at all.

Even her connection to Cinder… more specifically the Beetle that served as a vessel for the Maiden powers… it was gone too.

"Impossible…" It was just like back then… when two divine beings had wiped away every last human on the planet. Except now it was the Grimm. And even if it weren't all of them… the fact that half a containment's worth of Grimm, even their birthplaces, was now gone was something that made her very anxious. And enraged.

She clenched the railing of her balcony so tightly that it shattered. "Sonic the Hedgehog…" She growled. "You are indeed a threat…!"

The light soon vanished as everyone at the base of Beacon tower looked around in confusion. There was a stunned silence as everyone tried to wrap their minds over what they had just experienced.

"What happened…?" Blake wondered aloud.

Amy smiled towards the Faunus girl. "Sonic happened."

"Is… is it over…?" Ren stuttered as he and his teammates looked to each other, while Omega scanned the area.

"Scan complete. Long range sensors indicate that there are no more Grimm in the area." The former Badnik reported. "There are no Badnik signals detected either. The Beacon campus, as well as its permitter is now secure. There are no more enemies to destroy."

"So… does that mean… we won…?" Jaune looked to Pyrrha as she felt the same way he did, hopeful that was the case but also fearful for something to pop up at any moment.

"Yeah kids, we won." Rouge confirmed with a nod and a relieved smile of her own.

"We won…." Nora muttered before a wide smile appeared on her face. "We won! WE WON!" She shouted at the top her lungs, lifting Magnhild up high with both of her arms.

"WAHOO!" Sun was the first to cheer, followed by all the other students as they all cheered and hugged one another, sharing high fives as well. Some even cried in relief and joy as a few fell on their hands and knees in exhaustion.

Ironwood was one of those that fell to his knees, his exhaustion finally catching up. Glynda soon kneeled to his level as she put a hand on his shoulder and cried in relief with a smile, something that caused him to smile as well. Port and Oobleck shook each other's hands fiercely before the former pulled his colleague into an embrace with a hardy laugh.

Elm had embraced Vine and Clover together with her enormous arms, her commander and leader laughing as she cried and laughed, while Vine simply smiled. Elm put them down before she wrapped her arms around Marrow and Harriet as well, the youngest among them crying in relief with even Harriet appearing happy as well.

Nora had pulled Ren and Rouge into a hug as Omega fired his bullets into the air. "Celebration of victory commence!" The Badnik declared as he continued to shoot upward.

Jaune cheered as loudly as he could, crying in relief all the same. Pyrrha, as she cried in joy, even went so far as to grab Jaune by his face and kiss him on the lips. His own eyes widening in shock. Pyrrha pulled away before her own eyes became circular at what she just did. She turned around with her face as red as her hair as Jaune's own face turned the same shade.

Amy looked in their direction with a knowing smile before she celebrated with her own friends, hugging Tails and Knuckles with the former hugging her back as Knuckles just smiled. Yang, Weiss, and Blake shared a three-way hug of relief with one another, all of them crying as they did. They broke off for a moment as Winter approached them and Weiss wasted no time in hugging her older sister, who didn't hesitate to return herself.

Ciel was also nearby, but unlike everyone else who was celebrating… she saw Penny's dismembered remains and looked in shock before an expression of grief formed on her face. She felt a hand touch her own and looked down to see Tails smiling with assurance and a nod, silently telling her that he'll do his best to fix her up, something that led to her smiling and nodding with relief herself.

Qrow fell to his knees, feeling just as relieved as he looked with a smile to the still-unconscious Ruby in his own arms, who strangely had a smile on her face as well. Yang was the first to kneel to Ruby's level. Though she did look at Qrow for a minute, and he did notice a look of distrust in her eyes, he could also see some relief in there, and that was fine for now. Zwei barked happily as he ran to their side with Yang patting his head. And as Weiss and Blake celebrated with Knuckles, Tails, and Amy… Yang looked in a certain direction to where she would find Raven…

Only to see that her birth mother was no longer there.

Looking in surprise, Yang wordlessly stood up and made her way to that spot, looking around for any sign of Raven… only to step on something soft. Glancing downward, Yang looked to see she had stepped on a black feather.

She left… She left… again.

In that moment, any joy and relief that Yang felt was replaced by sadness as she fell to her knees and already began to cry. But a hand had gently touched her shoulder, drawing her attention to Knuckles, who looked at her with sympathy and understanding. The blonde then wrapped her arms around her friend and continued to cry, and he patted her back, giving her what comfort he could.

Using his own natural speed, Sonic, back in his usual blue form, had sped his way back to the top of the enormous mountain, looking into the vast distance where he can scarcely make out Beacon. Even though he couldn't see any of his friends, he had a good feeling that everyone was okay.

But in all honestly, tonight was way too close for comfort. If Ruby hadn't done whatever she did to escape the Egg Zeus with the Chaos Emeralds, they could have lost. Anything could have gone wrong here, but in the end… they were still able to come together and pull off a miracle. They had won, and Sonic would take it. But there were still some unanswered questions… like how did Ruby do what she did? What did she do anyway? He'll get his answers in time, they all will.

For now, though, it was a victory. And his friends had earned a time to rest, recover, and celebrate.

The blue Hedgehog looked out to the horizon to see a glimmer of light as dawn approached. The sun was rising on a new day, and it was time to embrace it.

"Eggman, Salem, hope you guys are seeing this. Cause it's only the beginning. I'm gonna find you. And I will stop you. We will stop you." The blue Hedgehog vowed to himself with a confident and hopeful smile.

Done.

Boy howdy was that a big one! So much has happened here… Between all the character interactions, the fights, everything… I can't even begin to unpack it all. But I'll try my best.

Where to start? Two words...

Super Sonic!

Unlike canon where Beacon fell, this time it was saved!

The golden form of our favorite hero has finally made his appearance and has left a big impact on the world of Remnant already. Not only has he obliterated all the invading Grimm, with all of Remnant seeing it no less (nice job there, Eggman LOL), but he even used Chaos Control to zap away all the Grimm off half of Sanus, and a little bit in the surrounding area, and dropped them all into the sun. Though Sonic would have preferred to do that to the whole planet, he had never done anything that precise with Chaos Control before, and there was only so much he could do with something like that. But still… a huge chunk of Grimm has been wiped out, and now Salem understands just how much of a threat Sonic is to her plans.

Pyrrha has also survived, and Yang has kept her arm. YAY!

We also got to see Raven giving Adam some well-deserved comeuppance. And it seems that they have a history. Yeah, in canon, I know that they don't. But, I feel like there could have been something there… I mean, come on! Adam and Raven's fighting styles are almost identical, not to mention they both wear Grimm masks. I don't know if Monty Oum had plans like that where the two of them had a history, but it seemed like an avenue worth exploring, so I'm going that route now. They even have enough of a history that Raven has a connection to Adam with her Semblance, the same way she does for Yang, Qrow, and Tai. But she does not have one for Ruby… because she doesn't actually know her. She's been watching over her because she feels a sense of responsibility but hasn't actually interacted with her and hasn't formed the kind of connection necessary for there to be a link with the woman's Semblance.

Like canon though, Torchwick has died. But rather than Ruby being indirectly involved, it was Qrow this time around. And it seems that Neo has her sights set on him as she begins her single-minded quest for revenge… but perhaps even most scary of all… with Torchwick gone, she's now under the wing of our least favorite sociopath, Mimic. Yeah, let that scary thought role around in your head for a while.

There were several other casualties too, including the rest of Cardin's team and Team BRNZ, with Nolan being the sole survivor, like in canon. Though canon never specified what the fate of Team CRDL was as they became largely out of focus after Volume 3, I do plan to explore a bit more with Cardin as we see how the loss of his own team will affect him.

And also like in canon, Penny has been completely torn apart, but rather on accident with Pyrrha like in canon, this time it was done clearly on purpose by Metal Sonic, with Crescent Rose. And that was the trigger for Ruby to use her Silver Eyes for the first time… and incidentally tapping into the power of the Chaos Emeralds.
But what is that connection to the Emeralds?

But probably the most satisfying battle of all… was Shadow completely obliterating Cinder! He couldn't afford to kill her because of all the complications to all the Maiden powers, he still beat her to near-death and did it in the most satisfying way, showing the self-righteous and power-hungry wretch what real power is like when in the face of the Ultimate Lifeform.

However, given what Sonic's Chaos Control did in wiping out all the Grimm from the Vale side of Sanus, with even Salem losing her connection to Cinder in the process… what exactly has become of Cinder, or the Fall Maiden power for that matter?

There are plenty more questions to come, and some might be answered in the next chapter, but not all of them. Our next chapter will deal with the aftermath as there is still plenty of emotional fallout to get through, notably how certain adults violated the trust of their students, some being their own family even. And let me tell ya, that is going to be a very rough road going forward for all of them.

Until then, stay safe and stay healthy out there as the final chapter for the Vytal Festival arc, and the epilogue for the entire Vale saga comes next month! I look forward to seeing you all then.