Disclaimer: I own nothing!

Alrighty! I finally managed to get this chapter done for you guys! I certainly didn't plan on it taking this long to write, but here we are. I hope you guys enjoy it, and thank you guys for your continued support! Enjoy!

"Speech"

Thoughts

Overlapping Speech

Chapter Forty-Six: The Rubicon

Ozpin sat in his office waiting patiently as the elevator came up to his floor, Leonardo Lionheart, Glynda Goodwitch, and Theodore waited patiently along with him. The door opened to reveal a well dressed man in a white overcoat with a grey undercoat, black sweater, and red necktie on. His suit pants shared the same color as his overcoat and were tucked into silver boots accented in gray. He had short black hair along with a silver metal strip above his right eyebrow and a white glove on his right hand. He stormed into his office with a look of pure rage on his face, marching straight up to his desk.

"You stopped me from doing my job!" he shouted.

"James, control yourself!" Glynda chastised.

"Me?! You're siding with him?!" Ironwood asked enraged.

"There's no reason to shout" Leonardo added "We're all friends here"

"Are we?" he asked glaring at Oz.

Ozpin took a sip from his mug "Well, at least I know that neurotransmitter is working. You've already adjusted to your prosthesis"

"Which wouldn't have happened if you had listened to me!" he shouted "You let a terrorist get away and people got hurt, all because you were worried about the damn building! You should've listened to me!"

"I gave you an order, and you followed it. Had you not, the consequences would've been far worse"

"Following orders is what soldiers do best, isn't it, James?" Theodore jabbed.

"This is no time for jokes! People were hurt! They could've been killed because he made a bad call"

"That is quite enough, James! I have half a mind to-" Glynda started.

"No, let him speak his mind. Please, James, go on" Ozpin urged.

"That pillar was about to collapse on those people, I could've gotten them out of the way. The fire hadn't spread past the first floor. You told me to activate the fire suppression system, you were wrong!"

"I think not"

"You can't even admit you made a mistake! I should've escorted the civilians to safety, the fire wouldn't have even reached the next floor, structural integrity was within acceptable limits!"

"James, I've made more mistakes than every man, woman, and child on this planet. But this time, I didn't make a mistake. This was the right decision" he explained matter of factly.

"No! Because of you, those people are hospitalized! The entire right side of my body was crushed! You screwed up!"

Ozpin inhaled deeply "James, do you remember your entrance exam into Atlas?" he asked curiously.

"How is that possibly relevant?" he asked in clear annoyance.

"Do you or do you not remember?"

"Of course I remember, I had the fastest time out of anyone entering the academy"

"And you still hold the record for the exam, yes. But only for your time"

"I was the most efficient operative-"

"With the lowest score"

"Excuse me?!" he asked incredulous.

Ozpin got to his feet "Your efficiency and skill has never been in question, it is your perception. Record breaking time with the lowest score of all graduates, that was no accident"

"I saw the report, I hit every single target. I completed the mission faster than anyone-"

"Which means nothing!" Ozpin interjected.

"I... I don't understand"

Ozpin pointed to his head "You need to use this, before you use this" he pointed to his weapon "You've risen through the ranks rapidly, James, but your attitude has raised some... concerns. Valid concerns"

"My attitude? I get the job done!"

"Efficiency at the cost of morality is not what being a Huntsman is about, James" he argued "Sometimes the right decision, isn't the obvious one. Sometimes, you need to make hard decisions, even when others tell you that you're wrong, often the hardest choices, are the most important ones to make"

"We're supposed to protect people! I failed! Because you wouldn't listen to me!"

"Oh, here we go" Theodore sighed.

Ozpin shook his head "James, do you not wonder why you recieved the lowest score on the entry exam?"

"I... why?" he asked, allowing his curiosity to get the better of him.

"You didn't see the situation clearly, you didn't think through your approach. You acted, and you did so without using your mind. That is the greatest weapon we Huntsmen are gifted with"

"I... I don't understand, Sir"

He nodded "I know you don't" he folded his hands behind his back "Tell me, Glynda. What happens when an open flame comes into contact with a combustible gas?"

"It explodes" she answered.

"That it does. Tell me, Leonardo, where might one find combustible gas in a hotel?"

"The kitchen, or close by one" Leonardo answered.

"Correct. Tell me, Theodore, where was the fire located on the first floor?"

"The dining room"

Ozpin nodded "Do you see where I am going with this, James?"

He blinked in surprise "The fire, it would've reached the kitchen before I got everyone out. The explosion could've killed them, killed me... the whole building..."

"May have collapsed and killed you all anyway, leaving the town defenseless from the invading Grimm" Ozpin finished for him.

"I... I see..." he forced out, his head hanging in dejection.

"James, leadership is about making hard decisions, and those decisions get harder everyday. When you make mistakes, it costs people their lives... those are hard lessons to learn, harder still to forgive yourself for. You're the youngest to earn the rank of General in the Atlas Military, and one of the youngest Headmasters of a Huntsmen academy to earn the position. These are all accomplishments to be proud of"

"I am proud of them, I have fought hard to earn my place"

"And you should be proud of what you've accomplished in such a short amount of time. However, success earned quickly can make one become arrogant and entitled, overconfident. It is important for you to remember that you did not achieve your place alone, nor is your position a reflection of your morality"

"Morality?"

"He means being in charge doesn't mean you're always right" Leonardo explained.

"Precisely" he nodded in agreement "As a leader, we make hard decisions that change us, decisions that sometimes are the lesser of two evils. The right choice, may not always feel like the right choice. The path of least resistance, is often the wrong one. Sometimes, the only way to save anything, is by risking everything"

James sighed "You don't think I am ready for my position"

"Do you?" Ozpin asked.

"I... I thought I was, but now... I'm not so sure"

Ozpin smiled, stepping out from behind his desk, he placed his hand onto his shoulder "I am, now more than ever"

Ironwood looked up at him "You... you are?"

He nodded "I have faith you will learn from this, and will make a fine headmaster. Hold onto that feeling of uncertainty, it will keep you grounded"

Ironwood smiled "I will, Sir" he saluted.

"You're sure he's ready?" Theodore asked.

"I am" Ozpin answered.

"Ready? He just said he thought I was-"

"I wasn't talking about being Headmaster"

"That is-oh..." Ironwood blinked in surprise "Then, what were you referring to?"

Ozpin sighed "James... it's time we talked... about a woman named Salem" he answered gravely.

Ironwood's eyes snapped open, the ring of a gunshot bringing him back to reality just in time to use the forearm of his metal prosthesis to block the round. The round shattered on impact, the Ice Dust inside encasing his arm. He briefly wondered why that memory surfaced at a time like this, was he doubting himself? No, he knew he was right, no one else would listen to him, if they had, he could've saved them already. He fired Due Process back at Slade, one shot for his chest and the second for his thigh. Slade managed to deflect the first round with his right gauntlet, then used the armor on his boots to do the same for the second. Twisting with the motion, he kicked Ironwood's hand, attempting to disarm him. Ironwood spun with the momentum of his strike, firing a round at Slade's chest once more, only for him to sidestep it and flip forward into a descending kick for his head. Ironwood dropped onto one knee, blocking with his frozen arm, the ice shattering from the force of Slade's strike, whilst firing the weapon in his opposite hand into Slade's abdomen, causing him to groan from the pain, his Aura mitigating the damage. Dropping back onto his hands as Ironwood got to his feet, he slammed both heels into his chest, throwing him onto his back, rolling to his knees as Slade flipped off his hands back into a standing position.

"Don't try to fight him in hand-to-hand, Slade" Elise warned "You're no match for him"

Thanks for the vote of confidence. Any other helpful advice?

"Don't let him reach the Staff"

Right, why didn't I think of that?

"Slade, you can still walk away from this. We can still save Atlas together" Ironwood offered.

"Funny, I was about to say the same thing"

Slade fired Defiance twice, forcing Ironwood to shift around each round. He twisted into an aerial kick for his head, only for Ironwood to duck beneath the strike. Slade thrust his right arm toward him, his wrist blade mere inches from his cheek as he shifted away from him. Using his Semblance, the stone beneath them broke apart, a piece of it flying toward Ironwood from behind. He leaned out of the way, then used his metal forearm to block a round from Defiance. Ironwood flipped his black pistol just as Slade sliced his wrist blade toward him, hooking the handle around his wrist, he slammed his opposite elbow into the back of Slade's own, then fired the white pistol into his abdomen. Flipping the white pistol while Slade was stunned, he hooked it around the opposite ankle from his wrist and flipped him into the air, flipping into a descending kick onto his back, slamming Slade down painfully into the stone ground.

"Saving Atlas means saving Remnant, Slade. Why can't you understand that?" he asked disappointed.

"Atlas is already lost, James. You go through with this, and all you'll do is end up killing everyone else" he explained as he got to his feet.

"If you're doing this because of Yang, I understand how you must feel. I won't stop you from leaving, you can be with her, and I can use the Staff to save Atlas from-"

"You do anything with that Staff and you'll be condemning her and everyone else down in Mantle and you don't even know that Salem won't be able to reach you!"

"You would pit one life against the world?!"

"She is my world, James"

"Remnant can't lose Atlas!"

"And I can't lose Yang!"

"You're a coward!"

"Then I'm in good company!" he returned to a defensive stance.

Ironwood sighed "I see there's no point in trying to talk you out of this"

The ground rumbled, both of them losing their footing momentarily "Better hurry, James. Sounds like Salem's getting impatient"

He grunted in annoyance, then swung his pistol for Slade, only for him to deflect it downward with his palm. Slade then spun to avoid a kick for his face, swinging his leg up for a kick to Ironwood's own. Blocking with his own leg, he kicked the back of Slade's opposite knee, dropping him onto his hands. Slade quickly spun on his hands as Ironwood swung for the back of his head, the armor on his boot colliding with the back of his pistol, stumbling the general backward. Slade then swept his legs out from under him with his own, causing him to drop his pistols. Ironwood caught himself on his hands, propelling himself back onto his feet just in time to receive a powerful kick to his abdomen, dropping him onto his chest. Ironwood rolled forward, using his immense strength to lift the broken stone circle by its left half, launching it toward Slade as he spun. Slade used his Semblance to shatter the stone into separate pieces, forming a sphere around him as they collected into a single block behind him, then swung around toward Ironwood, slamming into him as he used his metal arm to block, throwing him onto his side.

Slade rushed forward before he could recover, leaping into the air, then flipping into a descending kick for Ironwood, who used his metal arm to block the strike. He fired his gauntlets at Ironwood's head, forcing him to shift out of the way, allowing Slade to drop onto his shoulder into a roll, sliding back to avoid a swing from Ironwood. Ironwood charged into a leaping kick for Slade, forcing him to drop back into a one-handed handspring away from the general. Ironwood fired a round from each of his weapons at Slade, forcing him to block with his gauntlets. Holstering one of his pistols, Ironwood used his metal arm to lift the stone block Slade had thrown at him, launching it back at him. Slade used his Semblance to lift it up over his head and slam it back down behind him. Twisting back around, he fired Defiance at Ironwood, forcing him to roll forward out of the way. Ironwood rose up, his metal hand grabbing Slade by the throat, slamming him down into the ground. He started running, dragging him through the dirt toward the vault entrance, Slade passed through him using his Semblance, his hand grabbing hold of his arm as he stumbled, twisting into a kick for his side, throwing him through the air.

Ironwood flipped through the air, firing his pistol back at him as he descended onto his feet. Slade fired a cable from his gauntlet, wrapping around one of the marble columns outside the door, pulling himself toward the general as he used his opposite hand to deflect each round. Ironwood backed up to the doorway, removing his second pistol from his holster and firing them both for Slade as he charged him. Slade retracted the cable, whipping it toward Ironwood from behind, forcing him to flip horizontally over the cable. With him in the air, Slade flipped forward into a kick with both heels toward Ironwood, using his Semblance to increase the force of his strike, throwing the general backward, exiting the vault. Ironwood slammed against the marble column outside, Slade raced toward him, putting the general on the defensive, blocking a powerful rising kick toward his face. He spun into a second kick for Ironwood's face, causing him to duck back beneath it, winding up for a strike to Slade's abdomen. Slade passed through his arm, slamming the barrel of Defiance down into his wrist, causing him to drop the pistol in his hand. Slade acrobatically ran up Ironwood's broad torso, kicking upward into his chin with each boot as he flipped back away from him, winding up to strike again.

Ironwood slammed his metal fist into Slade's own, causing him to cry out, nursing his hand. He slammed his fist into his face, then kneed his chin, followed by sweeping his legs out from under him. He pulled his fist back to strike, slamming it down into Slade's chest. Slade managed to use his Semblance to redirect his fist into the stone, then wrapped his legs around the general's neck, flipping back on his hands, throwing Ironwood through the air. Ironwood skipped across the ground, slamming his back against the stairs. Slade rushed the general, slamming his heel into his chest, knocking him into the air, then flipped forward into a descending kick to his back. Ironwood twisted in the air, managing to fire a single shot into Slade's abdomen simultaneously with his own strike, now redirected into his shoulder, launching them both back in opposite directions. Ironwood slammed into the ground painfully, while Slade smashed into the top of the marble column, shattering it apart as he bounced down to the stone floor beneath him, Defiance dropping to the ground between them.

Ironwood stumbled to his feet "This has gone on long enough, Slade. You don't have much Aura left, do you?"

Slade forced himself up "I have enough to stop you"

"He's right, Slade. If you keep using your Semblance like that, you'll lose" Elise warned, stepping into view from behind Ironwood.

I can't afford to lose

Ironwood charged toward him, swinging his fists wildly. Slade sidestepped each of them, kicking for his chest. The general twisted around him, catching him in a headlock, grabbing his arm, Slade used his Semblance to pass through him, swinging himself up into a powerful kick to his face, stumbling him back. Slade flipped back into a kick for his head, however Ironwood recovered fast enough to catch him by his heel, swinging him around, scraping across the ground and throwing him toward the elevator. Slade fired a cable from his gauntlet, wrapping around Ironwood's chest, trapping his arms. Pulling himself back toward the general, he spun into a kick for his face, stumbling him back. Twisting into a second kick, he threw Ironwood back through the air, uncoiling the cable, he slid to a stop on his shoulder.

"James, Salem is going to destroy everything. We have the power to stop her, to save the people of not only Atlas, but of Remnant. But only if we're smart, if we don't let our fear control us... if we don't turn against one another"

Ironwood got to his feet "I will do whatever it takes to stop Salem, sacrifice whatever I must, you know that"

"Whatever is necessary or whatever you're willing to lose? You're being unreasonable"

"It's not unreasonable if it's necessary!"

"And only you get to decide what's necessary, right?"

Ironwood's hands clenched into fists, with a roar of anger, he charged toward Slade, swinging his fists wildly. Slade barely managed to keep ahead of his strikes, acrobatically dodging with handsprings and flips. He caught himself on his hands, spinning into a kick for Ironwood's face, only to find his heel caught in his grasp. He lifted Slade up over his head and slammed him down into the ground painfully. He slammed his heel into Slade's chin, knocking him up into the air, followed by a powerful strike to his chest, throwing him back into the column behind him, his Aura breaking from the impact.

Ironwood marched toward him as Slade forced himself to his feet. Thrusting his wrist blade toward the general forced him to twist out of the way. Ironwood used his right arm to knock Slade's arms up, then slammed his right elbow into his chest. Slade groaned in pain, but managed to recover long enough to block a punch from Ironwood's right arm with his forearm, then spun beneath it with his arm now in his grip and delivered a kick to his abdomen. Before he could recover, Slade wrapped his legs around his neck, ready to slam him down into the ground, but Ironwood was prepared this time. He grabbed him by his thighs and spun violently to his left, throwing Slade from his shoulders, rolling to the ground.

"It didn't have to be like this" Ironwood lifted Defiance from the ground.

"No, it didn't" Slade pushed himself to his feet and quickly moved to stop him.

Ironwood pointed Defiance toward him and fired, it grazed his shoulder as he spun around his own weapon. Grabbing Ironwood's arm, he twisted into a strike to the back of his neck with the back of his elbow, their backs meeting in the strike. Twisting back around to his front, he slammed his fist into Ironwood's chest, just below his throat, wrenching his weapon free from his iron grip. He swung his wrist blade for his face, forcing Ironwood to lean away from the strike, then took aim with Defiance. Ironwood caught the edge of the barrel in his metal hand, then slammed his opposite fist into Slade's face, stumbling him back as the round fired into his palm. Ironwood twisted the gun out of his grip, sending it to the floor with a palm strike, then fired Due Process from the hip into Slade's abdomen. For a moment, they both stood frozen, neither of them fully processing what had happened yet. Slowly, Slade took a step back from Ironwood, the splatter of blood on his jacket telling him everything he needed to know. He slumped to the ground, his back against the shattered pillar behind him. hand slowly moving up to his earpiece, only for Ironwood's heel to trap his arm to the ground. Slade groaned from the pain, the device falling from his ear, the general crushed it beneath his heel.

He pulled the device from Slade's ear and crushed it to the ground beneath his boot "I have sacrificed everything, and this is the thanks I get?! I took you in, offered you limitless knowledge, equipment, training, medical care. And you've thrown it back in my face for one girl?!" he asked angrily.

"Guess we're both idiots... since you'd throw everything away for one city" he choked out, using his free hand to apply pressure to his wound.

"One city doesn't matter, but if Atlas falls, so does the kingdom. Without Atlas, Remnant dies"

Slade coughed through a painful laugh "A kingdom's strength does not come from the weapons or the technology it possesses, it does not come from magical Relics or Maidens, it comes from its people. If you abandon this kingdom's people, the soul of your kingdom will have already died"

Ironwood glared down at him "Remnant needs Atlas to stand a chance against Salem"

"If Atlas can't stand against Salem united, what makes you think you'll have a chance when she comes for you when you're alone?"

Ironwood lowered himself to Slade's level "I will stop Salem, I am the only one who can"

He scoffed "James, please. You're delusional"

"Am I?" he rose to a standing position "Or am I the only one seeing clearly?" he pointed Due Process toward him.

"Through the end of a barrel? We're supposed to be friends, James. We're supposed to be on the same side, fighting Salem together. Not each other!"

"Friends don't stab each other in the back" his finger moved to the trigger.

"No, they don't. But they also don't stay quiet when you're about to walk off the edge just because you think you know where you're going. They tell you when you're being an idiot, and that's what you're doing right now"

He scoffed "I'm the one acting stupid? If I were truly being as foolish as you claim, then Salem would've already won. She uses your weaknesses against you, and what easier weakness to manipulate than stupidity"

"Your weakness isn't stupidity, James. It's fear!"

"You think I'm afraid?!" he asked moving the gun closer to Slade's head "I'm the only one not falling for her trap!"

"That's what she wants you to think! Use your head instead of your first for just one damn second! Salem tried to have everyone on the Council killed, to leave you and you alone to make the decisions for Atlas, and with Jacques as your only chance at opposition, she succeeded!"

"Am I supposed to be worried because I have less red tape to stop me from doing what's necessary?"

"YES, JAMES! When it's your enemy removing the red tape, yes you should be! She, your sworn enemy wanted you and only you in charge... why do you think that is?"

Ironwood glared at him over the barrel of the gun in his hand, his unfeeling gaze becoming more resolute by the moment "So she could manipulate me into making a mistake"

"Exactly! She wants you to make mistakes, she's counting on your pride and your paranoia. Everything she knows about you comes directly from Arthur Watts and Willow Schnee. Do you really think she's not considered the possibility of you using the Relics to protect Atlas from her?"

"She can't have known what I'd do. She sought to make a deal, to buy herself time" he declared.

"Time to fester in your fear and need to be right, time for her to move her pieces into place. What makes you think she doesn't have people in Atlas now? She got them in here in with Watts' help, how do you know we got them all? How can you be certain this isn't exactly what she wants you to do?"

Due Process lowered slightly "I... I..." he racked his brain, desperate to come to a conclusion other than what he was suggesting.

"You can't, can you?"

"No... no... NO!" he bellowed in anger "I am in control of this, I'm the one who will save Atlas, save Remnant!"

"Like you saved Beacon?"

"I... that... this is..."

"Different? You thought you had all the answers then too, but Salem was always one step ahead of you. If Watts reported everything he knew about you to her, how do you think she will expect you to act? He knew you better than anyone, save for Winter and Oz himself"

"No... I... I..."

"All of the power you thought you had was merely another tool for her to use against you. Your pride let Beacon fall, and it will happen again if you let her get to you. If you let your fear stop you from doing what is right"

"How do you know what is right?" he asked with a growl "How can you be sure she's not just using you too? She was stuck in your head for years"

"And in all that time, I learned something. Salem doesn't like direct confrontation, she pulls strings from the shadows, despite being immortal, she still plays the game so carefully. Why?"

"Because she can still lose, because she's lost before"

"And how do you beat a master of manipulation? By doing the last thing they expect"

Salem had predicted his failure at Beacon, had used Penny's presence at the Vytal Festival against him, had used his Knights against the kingdom, turned Remnant against Atlas, separated them to make them vulnerable, all while he did the very same thing. He closed the borders, he put Arthur in charge of upgrading security, he kept the kingdom in the dark while he forged ahead, regardless of the consequences. He was the one responsible for everything that was happening to Atlas. He failed to protect his kingdom, he failed to protect his people... he had already lost before the battle even began... Slade was right, Salem had used him from the very start.

"James?" Slade asked, a single tears falling from the general's face.

"No... I..." more tears started to fall "I failed everyone, I failed Atlas, Remnant, all of you..." he was distraught, dropping to his knees.

"James, it's not too late. We can still stop her, together" Slade offered his hand to him "Help me help them, help us save Mantle"

He looked to Slade, catching a glimpse of the Black Queen chess piece in his eyes, his gaze shifting down to his own hands, remembering the blood that once stained them. He looked up to the vault door, he needed to speak with the Staff again, he needed to know his plan could work. He needed to know Salem wasn't walking him straight into another trap he just didn't see coming. He rushed back into the vault without a word, holstering his pistol as he ran.

"Slade, stop him!" Elise barked.

He got to his feet as quickly as he could, groaning from the pain in his side "James, stop" he called as he gave chase.

Cyan smoke spilled out from the jewel. Ambrosius appeared before Ironwood once more, he stretched his arms in relief once again, happy to be free from his captivity "Ah! I am once more free to-" he froze "Oh, boy... I was sort of hoping you'd lose. Raising the city higher today, are we?" he asked, his tone deflating.

Ironwood stood silently, looking right through Ambrosius instead of at him. His mind raced, desperately working through strategies and looking for holes in his plan. He considered the possibilities of the other Relics, the powers they'd learned Salem possessed, even the possibility of people inside Atlas still working for her, willingly or not. The more he thought, the more impossible his task seemed to become. What if Slade was right? What if everyone had been right? What if the Staff couldn't protect Atlas? What if he was wrong from the start? What could he possibly do?

"Uh, hello?" Ambrosius waved his hand in front of him "You still in there?"

James snapped out of his stupor to answer him "You told me anything I did now would destroy Atlas"

"I did" he flipped over, his face now level with Ironwood's, levitating over the ground even still "I also told you that only one creation can exist at a single time. Barrier, or floating city, not both" he clarified.

He started pacing "But if I do nothing, then Salem wins. We don't have the strength of numbers to stop her forces"

"Then use the Staff to make a weapon that can destroy the Grimm. Easy" Ambrosius pointed out.

"I make any weapon, and Atlas still falls with everyone on it, destroying both Atlas and Mantle in the process, killing everyone anyway"

Ambrosius frowned "True, but it would stop the Grimm"

"The Grimm aren't enough, Salem cannot be destroyed. Containing her might be possible, but if we use you to make a prison for her, then we cannot use anything else to fight the Grimm. And if we make anything from the Staff, Atlas falls"

James dropped onto his knees, one hand reaching up to his head as he slammed his opposite fist into the ground with a roar of anger. Tears started to run down his cheeks once more, he had truly failed everyone. Oz was right, the Staff couldn't save Atlas, Atlas can't save Remnant. He was just one in a long line of Huntsman who fought to stop Salem, and though they succeeded in delaying the destruction of their world, Salem remained even still. How could he be expected to fight an immortal monster that is too powerful to fight and cannot be killed? How could he expect anyone to fight against her? How could he be expected to succeed where even Ozpin had failed so many times in the past. Everything he had fought so hard for was crumbling around him because of her... everything he had created... everything he had made.

"Sometimes, the only way to save anything, is by risking everything" he mumbled to himself.

"Pardon?" Ambrosius flipped back over, leaning in "Do you have something for me to create or not?"

Ironwood looked up at him, a look of realization "When you said Atlas would be destroyed, you meant the city, didn't you?"

Ambrosius blinked in surprise "I... did, yes"

Ironwood smiled "How long would it take for Atlas to fall, instantaneously?" he inquired.

Ambrosius hummed to himself "My artistry fades in time, it wouldn't vanish immediately. Atlas would remain airborne for at least an hour" he surmised "Where are you going with this?"

Ironwood turned to look at Slade, still frozen in place as he entered the vault "I'm doing what's right... by doing what Salem least expects" his smile widened.

Slade passed through the vault door, finding Ironwood holding the Staff in his hand, a plume of cyan smoke returning inside the Relic "We're too late" Elise concluded.

"James!" he shouted after him.

Ironwood took the Lamp in his opposite hand, turning toward Slade "I'm sorry, Slade. I should've listened to you, to Ruby and Oz, from the start. We were supposed to face Salem together, and all I did was push all of you away, shut you out... all because I didn't want to fail my people... but I've done exactly that"

"James, what did you do?" he asked concerned.

He shook his head "Nothing, not yet" he offered a warm smile "You're right, we can still save Atlas" he told him as he approached "But I'm going to need your help" he held the Relics out to him

Slade blinked "You're... giving them to me?"

"Can't say I expected this" Elise added.

He nodded "There's few I would trust with these, but trust is something I haven't shown a lot of recently. I'm going to need your Scroll"

"What do you intend to do?"

Ironwood chuckled "Take a risk"

"Incoming!" Yang slammed her fist into the face of an approaching Ursa, destroying it as she fired Ember Celica to increase the force behind her strike "Comin' through!" she leapt onto the back of a Sabyr, kicking off it as she fired both weapons back into it, destroying the Grimm.

She flew through the air, catching a Sphinx headed straight for one of the Manta airships by the head and pulled down on it with as much force as she could. It buckled, descending just enough to miss the airship. Roaring in anger, it twisted violently, attempting to throw her off. Yang looked behind her and smirked, then gave a two fingered salute to the Grimm before leaping off. Arma Gigas sliced right through it a moment later, bisecting it and killing the creature instantly. A Beowolf rushed right toward Oscar, who used his cane to smack it up into the air by its chin, followed quickly by Ruby slicing through it at blinding speed, sliding to a stop beside him.

"How you doing?" she asked.

He dropped onto one knee, panting heavily "Still recovering. Tyrian's venom did a real number on me"

At this rate, we won't be able to hold the evacuation site. Not without reinforcements, Salem's not holding anything back Ozpin warned.

"Yeah, I know"

"Ozpin?" she asked.

"Not good news" he answered.

Three Sabyrs charged right toward them, only for shards of ice to impale them from behind "When is it ever?" Weiss called over her shoulder as she skated by on her Glyphs.

"She makes a point" Ren called, firing StormFlower into an encroaching horde.

Nora let out a battle cry as she slammed Magnhild down onto the head of an Ursa, then swung her hammer around, launching several Grimm back "They just keep coming! We've gotta be done soon, right?" she asked hopeful.

"Not soon enough" her team leader called.

Jaune cut through two Beowolves, pinning a third to the wall with his shield, then slicing through it with his blade. Penny landed beside him, firing one of her lasers at his shield, reflecting it into a group of Grimm, killing them all instantly. She then quickly ascended, cutting through swaths of aerial Grimm that got in her way. Blake raced through a group of Grimm, using her Semblance to replace herself before they could strike, then cutting through them with precise strikes, she slid to a stop beside her teammates.

"At the rate we're going, we'll drop from exhaustion before the Grimm stop coming" she concluded.

"We don't have a choice, we can't get these people out without a fight" Oscar replied.

Neo was backed into a corner by an Alpha Ursa, it leapt forward into the wall, her image shattering as it slumped to the ground. Neo stabbed the blade of Hush into the back of its head. One of the Apathy came into view and prepared to scream, but before it could Sable caught it by the throat, firing his weapon into its mouth. Qrow flew behind him in Corvid form, shifting back to human with his scythe in his right hand. He sliced through two Sabyrs with it, then flipped it into his left hand as it became a blade once more, firing Harbinger skyward into two Teryxes before they could get close, dropping them instantly.

"What? Are you kids... getting tired already?" Qrow panted out.

"You're not looking to good yourself there, old man" Sable called over his shoulder, firing into another Grimm.

"Well... some backup wouldn't... hurt" he agreed.

A loud roar tore through the air, a powerful gust of wind knocking them off balance. A moment of silence came over the crater... a Wyvern crushed the wall before them, allowing dozens more Grimm to enter whilst also creating more from the sludge dripping off its skin. They all gathered together, preparing to fight the massive Grimm.

"Ruby, you got a plan for that?"

She nodded "I just need it to sit still long enough to get a good hit on it. You guys think you can give me that opening?"

"Can we?" Weiss smirked.

Blake charged straight toward the Wyvern, the Grimm slammed its claw down onto her, only for Blake to vanish, the Wyvern crying out in pain as Fire Dust burned it. Nora leapt skyward and while infused with Lightning Dust from Weiss' Glyph, slammed Magnhild into the head of the Wyvern, stumbling it back. Neo whistled, gaining its attention, attempting to attack with its barbed tail. Neo shattered on impact, its tail now held in place by a black Glyph, allowing Qrow to slice through it with Harbinger, causing it to roar in anguish. Sable and Ren fired their weapons into the oncoming Grimm from beneath it, dropping them with precise shots. The Wyvern roared in anger, preparing to take off once more.

"It's going airborne!" Jaune warned.

"Weiss!" Oscar called "Now!"

"On it!"

Arma Gigas grabbed the Wyvern by its hind legs, hoisting it up and slamming it down onto its back. Penny descended from the sky at breakneck speed, slamming down into its head, crashing it back down to the ground painfully. The Wyvern flipped over, snapping its jaws around the neck of Arma Gigas, destroying it instantly. Jaune stood behind Weiss, using his Semblance to enhance her own, powerful Glyphs appearing beneath the Wyvern, trapping it in place as it struggled to get free. Ruby used her Semblance to soar above it, then fired Crescent Rose to launch herself down toward the Wyvern, spinning into a strike for its neck, latching herself to the Grimm with her scythe, bringing her face to face with it. Unleashing a powerful blast of white light from her eyes petrified the Wyvern, trapping it in place, she fired Crescent Rose, launching herself away from the Grimm. Blake threw Gambol Shroud toward Oscar, who fastened the ribbon around his arm, pulling the line tight with her at the opposite end. Yang leapt back onto the ribbon with her heels, a black Glyph appeared behind her.

"Just like old times" Yang grinned.

She was launched forward, propelling herself more and more by firing her own weapons, her Semblance activating. The Wyvern thrashed from within the stone, managing to free one claw enough to strike at her. Yang shattered into glass, a second Yang soaring right past the Wyverns claw right into its open mouth. Several explosions tore through the Wyvern internally, obliterating the creature after a dozen or so. Yang came careening out the back, but before she could come crashing to the ground, Sable caught her in his arms, landing safely with the rest of the group. The remaining Grimm started to be pushed back by the other Huntsmen engaging, their reinforcements cut off with the loss of the Wyvern.

"Yes! That was awesome!" Yang pumped her fists into the air as he set her down "Thanks"

He nodded back "Powerful as that Grimm was, it was just one"

"Yeah, we've noticed" Qrow sighed.

"How're we supposed to beat this?" Blake asked.

"Together" Ruby answered.

"Against this? There's too many" Jaune argued.

"Then we'll die together, if that's what it takes. We have a job to do, and we can't afford to run, not now"

"Well, it's as good a way to die as any" Nora deadpanned.

"Nora, that's horrible" Ren chastised.

"There's worse ways to go" Qrow mumbled.

Suddenly, all of their Scrolls chimed loudly "Citizens of Atlas, I bear an urgent message" Ironwood's image declared.

"Oh, what now?!" Weiss asked in annoyance.

"Outside our very city a massive Grimm unlike anything we've ever seen lurks, waiting for the time to strike. That Grimm did not emerge by chance, it was created by the very same evil that is responsible for the fall of Beacon, the attack at Haven, and the army of Grimm that has slowly taken our kingdom from us, answers to it. The name of this evil, is Salem"

"He's telling everyone... why would he do that?" Blake asked.

"Has he lost his mind?" Weiss added.

"Specialist Winter Schnee claims I have abandoned Mantle, and she was right. I was so desperate to save Atlas, that I forgot the most important thing. As both a Huntsman and a soldier, my priority first and foremost is to serve the people of Atlas, of Remnant, all of its people. And I have failed in that task today, and for that, I am truly sorry. Salem seeks only to turn us against one another, using our fear to lure in the Grimm, but she does not work alone. The White Fang, Chimera, criminals like Tyrian Callows and Cinder Fall, even one of our own, Professor Arthur Watts. She wants us to give in to our fear, to allow it to consume us from the inside, make us choose hatred over compassion... and I myself fell victim to her scheming. But not anymore..."

"Where's he going with this?" Oscar wondered.

"I have a plan to save our kingdom, but the only way to do that... is to sacrifice the city of Atlas. Our only option lies in Mantle now, either we risk everything, or the entire kingdom falls today"

Ruby couldn't help but smile "He's choosing Mantle over Atlas..."

"I never thought I'd see the day" Sable mused.

"All available personnel must redirect all evacuations from Mantle. Security teams, begin escorting civilians from shelters for evacuation. All ships not responsible for city defense are to report for evacuation or escort duty. I want each transport to return without a scratch on them. Capital ships are to form a defensive posture around both cities immediately. A Huntress by the name of Ruby Rose is leading the defense of Mantle, I want everyone to obey her as if she were me, Huntsmen, soldiers, and citizens alike, effective immediately"

"He's... what?!" she asked shocked.

"You heard Jimmy, you're in charge, pipsqueak" Qrow chuckled.

"Salem has sought to divide us, to turn our great kingdom against each other, and I almost let her succeed. Today, we stand united against her and we will triumph! Before Atlas, there was Mantle, and before Mantle, humanity struggled to carve our place on Remnant. Today, we will show Salem just what humanity is capable of when we stand as one. I know you're scared, I know because I'm scared too. We are outnumbered, surrounded, I know this is a big risk, but with all of us standing united, together, I know we- the message ended abruptly.

Ruby shook her head "No, no, no!" she looked to her friends "We just lost signal, we can't communicate with Atlas"

"It's not just Atlas, we've just lost all comms. We won't be able to communicate with anyone anymore" Jaune declared.

"Someone just sabotaged communications, Salem's making her move" Sable sighed "Ruby, what're your orders?"

"Mine?"

"You're in charge now, kid. Make a call"

Ruby looked around, the Huntsmen and militia fighters nearby had all started saluting her. She gave a nervous laugh, giving a clumsy salute back. She turned back to the battle raging on, the Grimm continuing to charge "We're not letting anyone else die today" she answered with determination.

"Sounds like a plan to me"

"Jaune, you and Ren are going to take charge of the volunteers back there" she pointed to the former evacuation pick up "People are going to be coming to us now, we'll need to carve a foothold for us to keep the Grimm at bay. Nora and Weiss, we're going to attack them head on, push them out of the crater"

"Sounds good" Jaune agreed.

"Sable, the Apathy are still your priority, we can't afford to become disabled in the middle of a fight"

"Yes, Ma'am" Sable rushed off without another word.

"Qrow and Penny, keep the Grimm from getting through in the air, we need the fleet focused on protecting Atlas until they've evacuated"

"Understood, I remain combat ready!" Penny got straight to work.

Qrow grunted "What she said"

"Yang take Neo and Blake up to Atlas and help them however you can. We've still got friends up there who're going to need our help"

Yang grinned "Nice, I get the fun job"

Blake nodded "We'll get it done" she assured.

Neo shifted into Ironwood, pointing to herself with a questioning look "That was next" Ruby turned to Oscar "I need you to find a way to restore communications, we can't coordinate if we can't talk to each other"

"You want me to do what?! But I don't know how to-" he started to argue.

"Ozpin will know what to do, just follow his instructions"

She's right, Oscar. We can work together to bring communications back online Ozpin agreed.

Oscar sighed "Yeah, fine, okay"

"Good" Ruby prepared Crescent Rose as she heard the Grimm drawing near "We've got a job to do, let's get it done!" she shouted leaping into action.

"I have a plan to save our kingdom, but the only way to do that... is to sacrifice the city of Atlas. Our only option lies in Mantle now, either we risk everything, or the entire kingdom falls today"

Salem's hands folded in front of her, the display broadcasting Ironwood's message droned on. A black mist emanated from her shoulders, the room itself shuddered, her throne cracking beneath her. She inhaled deeply, violet flames flowed from her lips with every breath as she struggled to calm herself. She stood from her throne, slowly making her way down the steps to the dozens of camera feeds from around the city. Hunter watched carefully, wary of angering her further.

"He told them about me" she whispered, finally breaking the silence.

"What... what do you want me to do?" he asked cautiously.

"He told all of them... about ME!" she screamed, slamming both her fists onto the console, obliterating it in an cloud of dust and shrapnel.

Hunter gulped, quickly kneeling before her in the hopes of avoiding her ire "I live to serve, what is your desire?"

Salem took several breaths before collecting herself "For millennia I have painstakingly kept my presence from the rest of the world. Now I'm out in the open... he's going to wish he hadn't done that"

"Tyrian is still in the city, the others remain imprisoned. If we free them-"

"No"

"No?" he asked in surprise "You wish to leave them?"

"Arthur claimed the general was incapable of accepting the loss of Atlas. Yet here he is, abandoning his very obsession in order to save those he's sworn to protect. Admirable, certainly... I planned for the fall of Atlas, but not like this"

"Perhaps his intel wasn't as solid as he believed"

"Few know him as well as Arthur does, Hunter. No, something changed. And for once, it wasn't my former husband who was responsible" she folded her arms in front of her "No... this was those damned children again"

He looked up "The girl?"

"Ruby Rose, Yang Xiao Long, Slade Stroud, the whole merry band" she seethed "Another of my Wyverns have been destroyed, and now this"

"The Grimm should be more than enough to conquer the city"

"With both cities fighting together now? I'm not so certain. I was hoping they'd destroy themselves for me, but it seems I'll have to handle this myself"

"What do you plan to do?"

"They're abandoning Atlas, which means they plan on using the Staff. We'll use the city against Mantle, drop it right on top of them"

"How?"

She pointed "Arthur claimed they possessed Gravity Dust turbines to cover up the use of the Staff to raise the city. However, they're fully functional and the Dust stored there could be used against them. We damage the turbines, force the city down onto Mantle to destroy them all"

"Ruby Rose is down in Mantle, she'd be killed"

"Do not concern yourself with her, I will ensure she is captured before the city falls" she turned fully toward him "I will grind them beneath my boot. There will be no heroes today, the sparks of hope will die in their hearts, this cursed day will be remembered by the rest of Remnant only by the graveyards I will fill with their rotting corpses"

"What of our own? Cinder, Watts?" Hunter asked.

"They know the price of failure" she answered coldly "This will be the last sunrise the kingdom of Atlas shall ever witness, by sundown... naught but ash and dust will remain"

Hunter cleared his throat "To be clear, we don't have the numbers to take Atlas by force and maintain our assault on Mantle"

She turned on her heel toward him, a sickening smile gracing her features "Don't we?"

"Ma'am?"

"Go to Mantle, open a portal to Atlas, send in the Grimm trapped outside Mantle. Many Chimera agents remain within Atlas, waiting to strike. I will deploy them to prepare for my arrival"

"Your arrival? You plan to attack them directly?"

She gestured around her "I shall take hold of their precious academy, destroy their kingdom and claim the Relics as my own" Hunter stumbled as the Grimm he resided within began advancing toward Atlas "But first, I have a gift for you"

"A gift?"

Salem held out her hand, a black rod emerging from her palm. Catching it in her hand, she held it out for him to take from her "Use it well"

Hunter cautiously accepted the rod from her, three blades emerging from the end of it, a chain extending out from the opposite side, leading into his cloak "Woah... what's it doing?" he asked in shock.

"Molding to your desires. You will be able to morph that weapon into whatever suits you" she explained.

"Thank you, this is... I don't know what to say"

"Go" she waved him off dismissively "Return to me once Atlas has fallen... or not at all"

"Right away!"

Salem waited for him to leave, closing her eyes and reaching out with her mind to the Grimm surrounding the city. She felt Hunter's presence and ordered them through the portal he would create for them. Then she searched Atlas, reaching out to the one thing she sought to locate. It took her a moment, but her presence was undeniable. She could practically feel Cinder's claws scraping the walls of her cell. Within the walls of the academy, Cinder stared up at the ceiling of her cell, the grating sound of her claws serving as the only thing to break the unbearable silence of her isolation. Her cell was illuminated by the cyan glow of the Hard Light barrier trapping her. The light flickered, drawing her attention. Looking back, she watched the barrier fluctuate and buckle before vanishing completely. She silently rose to her feet, marching over to the missing barrier, stopping just before crossing through to the room beyond. She carefully took a single step out of her cell, grinning when the barrier didn't raise. She then rushed straight for the door, slamming her Grimm fist into the door, sending it flying out into the hall. Cinder was loose now, on the hunt again, and Salem could feel it all. She allowed herself a satisfied sigh, raking her nails on the destroyed metal console.

"All the pieces are coming together, your gamble shall not bring you victory, General" she grinned "But it will be amusing to watch you struggle against the unavoidable"

Grimm were flooding the streets of Atlas through a portal just outside the academy, soldiers desperately battling to keep them from expanding outward into the city. Civilians were being moved away from the fighting as quickly as possible, but the Grimm advance was too fast. Sirens blared throughout the city, absolute chaos in the sky and on the ground, Chimera soldiers filtered throughout the Grimm, taking shots at the defending soldiers from behind their larger allies.

"We're completely exposed down here!" one soldier shouted.

"Hold your ground! Hold-!" he was grabbed from behind by one of the civilians "Get off me!" he flipped the woman on his back over his shoulder, aiming his weapon toward her head, after a moment of hesitation, he knocked her out with a strike from the back of his rifle.

"Sir, how're we supposed to protect the civvies if they're attacking us?!"

"You heard Specialist Schnee, they're being controlled"

"I thought she said we didn't need to worry about that anymore!" another shouted.

A fireball from one of the Grimm slammed into the ground, knocking several of them aside "Look around, Private! We've got bigger things to worry about right now! Focus!"

"Y-yes, Sir!"

"Sir, the Grimm are still advancing!"

"I can see that, Corporal!" he placed two fingers to his earpiece "This is Commander Whitlock, sector twelve is about to be overrun, civilian evacuation is still underway. Can anyone hear me? I repeat, sector Twelve-ah!" he was thrown to the ground by a Sabyr leaping onto his back.

"Commander!"

Two soldiers tackled the creature of their leader before it could tear into him, Whitlock rolled onto his side, scooping up his rifle and firing into the head of the Grimm. With the creature slain, he shifted his attention to the Beowolves and Ursa charging their line. Just before the Ursa reached him, it was sliced in half by a descending strike from behind, each half collapsing around the soldier. He stared in shock at the Huntress before him, raising to a standing position.

"Specialist Schnee!"

"Soldiers, you don't have enough cover! Pull back, draw them in"

"But, Ma'am, the civilians are back there. We can't risk being that close"

"If we fall here, the Grimm will kill them all anyway. Pull back, now!" she ordered.

"Yes, Specialist!" he saluted "You heard the lady, get off the street!"

Winter launched several ice shards into encroaching Grimm, destroying them before they got close. Flipping her blade into a reverse grip, she impaled a descending Teryx through the skull. She created a Glyph in front of her, using it to block a fireball launched by a Sphinx. Using her Glyphs to increase her speed, she darted between lines of Grimm, slicing through them with ease. She dashed away from the horde, ducking behind cover with the rest of the soldiers at their new position.

"With all due respect, Specialist. Even with you here, we're not going to be able to take down all these Grimm. They'll overwhelm us"

"Then we'd better hit them with everything we've got" she replied.

"We need reinforcements"

"And without comms we have no way of getting them. Feel free to offer solutions, Commander"

"I-"

"Uh, hello... anyone hear...?" Oscar's voice asked through the static of her earpiece.

"Oscar? Oscar, is that you?!" she asked in shock.

"Yeah, think I got this thing working just in time. I'm trying to reestablish communications"

Winter's eyes widened as she caught sight of a fireball soaring toward her. She flipped over it, narrowly avoiding being hit "Since when can you do that?"

"Uh, since Ozpin started helping" he answered.

A Nevermore swooped down toward the group, forcing Winter to roll out of the way. Using her Glyphs, she ascended in a spiral, leaping off the final Glyph onto the back of the Nevermore. Using her Semblance, she summoned a swarm of small Nevermores, using them to blind and confuse the large Grimm. She leapt off just as it smashed into the Grimm horde charging their line. Winter rolled into the landing, using her blade to stop herself as she impaled it into the ground.

"Oscar, the Grimm are attacking Atlas. With evacuations still underway, I don't think we have the numbers to hold them off. All of our systems are offline, someone is tampering with the power grid"

"Hold on, let me connect the others to this channel. Which wire? Ah! Thanks!" he replied, questioning Ozpin aloud "There, you're connected"

"Ruby, can you hear me?"

"Winter!" Weiss' voice called with excitement.

"We hear you! The Grimm are all over us, but we're pushing them back" Ruby answered.

"We're attempting to clear a foothold, we'll need it if we're gonna have enough room for everyone down here. How're you holding up?" Qrow asked.

"Evacuations are underway, but the Grimm are already here. Salem's sending them through a massive portal in the center of the city, and someone is sabotaging our power grid"

"Sounds like you could use some help from us then" Yang replied.

Before Winter could respond, she witnessed Blake descending from the top of a nearby building, landing atop the Sphinx and slicing her blade across its back. A second Sphinx fired a large fireball right toward her, but she managed to avoid it with her Semblance. Yang raced down the opposite street, sliding on her knees beneath the Sphinx and then launching herself upward into an uppercut to its chin, stumbling the creature back. One of the Chimera soldiers took aim for the blonde, but was impaled through the back by Hush. Neo put her hand to her mouth in mock surprise, as a second moved to attack, only for her to block the rounds by spinning her open parasol in front of her, then twisting around into a horizontal slice for his abdomen.

"You wanted reinforcements" Winter motioned with her arm to the soldiers gathered around her "Forward!"

Winter led the soldiers into the Grimm line, droves of Grimm falling to the soldiers as they fired round after round into the horde. A Sphinx descended toward Neo from behind, only for a white Manticore to catch it by the throat in its jaws. Winter slid past her on her Glyphs, slicing through multiple Sabyrs with ease. Blake used Gambol Shroud to swing around the back of a Goliath as it charged her, barely managing to avoid it without her Semblance. The white Manticore charged the Grimm, smashing into its tusks with a roar, destroying it. Blake sliced through two Beowolves, rolling away from an Ursa just in time for Yang to slam her fist into its face. The three Huntresses and Neo formed a line at the front of the soldiers, blocking rounds and projectiles from the soldiers and Grimm alike, while also firing back at them in whatever way they could.

"At this rate, we'll run out of Aura before these Grimm stop coming" Yang noted.

"The evacuation is underway, but there's no telling how long it'll take for us to get everyone out" Blake added.

"If we could restore security systems, the Knights would come back online and aid the defense. Assuming we're not overrun in the process"

"Where do we do that?" Yang asked.

"The main generator for the city grid is beneath the academy, just above the vault. If we can get there, we should be able to restore our lost systems" Winter explained.

"The Grimm bypassing the fleet are already attacking the city, if these ones get past us, we'll lose the city before we can get those systems back online" Blake argued.

"Not if I keep them occupied" Ironwood's voice announced.

A Manta airship descended right over them, crashing into the Grimm horde coming through the portal. Ironwood rolled into the landing as he fell from the ship, rising into a powerful strike to the Ursa in front of him, his metal fist punching right trough it. Twisting around to catch the hand of a Beowolf before its claws could strike him, he destroyed it with a powerful strike. Removing a pistol from its holster, he slammed it into the helmet of a Chimera soldier, knocking him onto his back. Firing into the helmet, he then fired several more rounds into the Grimm around him, dozens falling from his onslaught of attacks.

"General!" Winter called.

"Winter, get to the power station and get our systems back online!" he destroyed a Sabyr with a gunshot to its skull "I'll keep these Grimm here, none will get past me"

"You can't possibly expect to hold them off on your own!" Blake replied.

"I'm not alone, my soldiers stand with me!" he called.

"Rally to the General!" the Commander barked as they swarmed past the Huntsmen.

Winter smiled "Alright, but you'd better be here when we get back"

He looked back at her, matching her expression "I'm not going anywhere until everyone in this city is safe in Mantle"

She nodded "There's the man I enlisted to follow"

Yang stepped forward "General, where's Slade? He supposed to be here, right?"

"We split up, he's supposed to be getting the Relics out of the city"

"Oscar can you connect Ironwood and Slade?" Yang inquired.

"Already done" he chirped "I've connected the others too. Now I just need to reestablish comms with the rest of the military. Yeah, Oz, I know. I'm working on it"

Ironwood chuckled "Thanks, Pine. Keep up the good work, what's the situation in Mantle?"

Ruby panted her answer "The Grimm are giving us a hard time, but we've finally established a safe zone for ships to land. We just need to hold our ground until Atlas has been evacuated"

Ironwood looked up at the portal, the source of the Grimm horde "Yeah, you and me both" he sighed.

"Slade, are you there?" Yang asked "Slade?" she recieved silence in response "Slade? Please answer if you can hear me" Yang added.

"Ah, damn it" Ironwood sighed "Yang, I completely forgot I destroyed Slade's earpiece"

"You what?" she asked confused.

"We fought a bit and I was trying to stop him for calling for help. But that's not important right now, he's a survivor. He'll be fine"

Winter turned to the blonde "Let's get the power back on, hopefully Slade will find us by then. Ironwood's right, he's tough, he'll be okay"

She sighed, then nodded "Alright"

Winter summoned a Manticore and leapt atop it, followed by Blake, Yang, and Neo. She looked back at Ironwood for one final time "It's been an honor, Sir" she saluted.

He smiled "The honor has been mine"

The Manticore took off, headed right back to the academy "Do you think he'll be alright?" Blake asked.

"He's a soldier, he'll do what needs to be done" Winter answered "Don't worry, it'll take more than a few Grimm to take him down"

"Good, because we-ah!" Yang was interrupted when the Manticore exploded beneath them.

Winter used her Glyphs to catch herself while Blake used the ribbon on Gambol Shroud to swing to safety. Neo slowly descended with Hush open to guide her down safely, and Yang fired Ember Celica to slow herself into a safe landing. Before the four of them could question what had occurred, their attacker landed before them, a manic grin on her face.

"I'm free again, kids" Cinder formed Midnight, a blade in each hand "Tell me where Slade is and I'll leave you be" she commanded, dropping into a combat stance.

Yang glared "We're not telling you anything"

She chuckled darkly "Good" her gaze shifted to Neo "I suppose I should've expected you to turn traitor, you never did have it in you to be a killer"

Neo glared, readying her weapon "Neo's with us now, it's four against one, and you're no Maiden anymore. Neither of us are, surrender" Winter urged.

"I will have what belongs to me" she twirled the blades expertly "Very well, if you won't bring me to him, then I will just have to bring him to me. The blonde should suffice, he's quite fond of you"

Yang's eyes flashed red "Stay away from him!" she launched herself forward pulling her fist back to strike.

Cinder sidestepped the strike, then swung her blade to deflect Gambol Shroud twirling through the air toward her. Before she could move to strike Yang, she was forced to duck beneath a strike from Winter's blade. Cinder kicked Yang in the chest, pushing her away and using her to flip back over a strike from Blake's own blade, then used Midnight to block a strike from Neo from above. Shards of ice launched toward her back, forcing her to leap out of the way. Cinder laughed, leaping back as she formed Midnight into a bow, firing an arrow at each of them. Winter, Blake, and Neo all avoided the arrows, but Yang caught it in her hand, snapping it in two. Cinder grinned, the arrows each exploding a moment later. Yang choked on the smoke, struggling to catch her breath but was stopped when Cinder's Grimm hand snatched her by the neck, pulling her toward her.

"Always so predictable, Xiao Long. You never think with your head, only your heart. A heart that's going to break once I've finished with your boyfriend"

The roar of an engine drew their attention "Mind if I cut in?" Slade asked atop Bumblebee.

Using the Staff of Creation as a weapon, he swung it into Cinder's face, launching her through the air as he twisted the bike around, coming to a stop right in front of Yang "Slade!" she grinned.

"I've gotta say, this thing has got way more power than I'm used to" he pointed out.

"Shut up" she wrapped her arms around Slade.

Slade gave a light smile, embracing her "Yeah, I missed you too"

"it's good to see you, Slade" Blake called.

"We were worried when we couldn't get in touch with you" Winter added.

"Yeah, well, no earpiece makes that kinda difficult" he replied "I assume you have a plan to fix comms?"

"We do, we need-"

"Look out!" Slade deflected an arrow with his gauntlet, then used his Semblance to send it straight back toward Cinder, exploding in her face and throwing her back.

"Nice save" Neo signed.

"Thanks" he turned to Winter "Whatever you guys need to do, you'll need to do it without me. Cinder's never going to let me go" he explained as he stepped off the bike.

"Slade, you shouldn't take her alone. We can fight her together" Yang offered.

Neo stepped forward, pointing between herself and him "I won't be" he smiled "Besides, someone still needs to get these out of here" he handed Yang the Relics "And no one knows how to be fast like you do" he nodded to Bumblebee.

Yang took them from him "You want me to leave you behind, again?" she asked angrily.

"It's strategic, Yang. We need the Relics secured, and I need to be here to deal with Cinder"

"He's right, Yang. Blake and I can handle the power grid, you just get those to evac and get back to Mantle" Winter explained.

Cinder leapt back in front of them, ready to continue their battle "How fortunate my quarry decides to come right to me"

"See? She's like a dog that's caught a whiff of dinner"

"Just don't let her sink her teeth into you" Yang replied.

"I'll be fine. We'll meet you in Mantle, I promise"

Yang frowned "You'd better" she gave him a quick peck on the lips "I'll kick your ass if you're late, got it?"

"Yes, Ma'am" Yang mounted the bike, placing the Staff on her back and the Lamp on her hip, then sped off away from them.

"Be careful, Slade" Winter warned.

"I always am" Winter and Blake rushed off toward the academy, while Slade and Neo stood ready to face Cinder.

"I get revenge on the both of you at the same time, how delicious" Cinder gave a sinister laugh.

Neo quirked her brow at Slade "The usual?" she signed.

"That should work" he shrugged "Just make sure you don't trip me up this time"

She gave a silent laugh "It was you that tripped me up last time" she signed.

"Was I? I can never remember" he chuckled "Ready?"

"Always"

Neo charged forward, slicing her blade for Cinder's chest, their blades deflecting off each other. Neo leapt up into a kick to her face, her heels meeting Midnight instead, she pushed off, flipping back behind Slade as he charged her. Slade thrust his wrist blade for her abdomen, forcing her to sidestep the strike, then hop over his leg sweeping for her own. Cinder swung her blade into Slade, only for him to shatter, confusing her momentarily before receiving a powerful kick to her back from the real Slade, sending her right into another one to her front from Neo. Cinder slid to a stop, a growl escaping her lips, forming her blades into a bow, firing back at them both. Slade and Neo both expertly dodged each arrow with acrobatic flips, cartwheels, and handsprings.

Cinder used her bow to deflect a round fired from Defiance, then blocked Neo's blade from behind. Flipping backward, she dodged a kick from Neo for her back, firing an arrow midair at Slade, forcing him to avoid it by rolling out of the way. Swinging her bow down at him, Slade passed right through her with his Semblance, twisting around into a powerful kick to her back, sending her into an elbow to her face from Neo, flipping her backward, landing on her heels as her bow separated into two blades, each of them embedding into the ground as she slid to a stop. Slade twisted into a kick for her face, only for her Grimm hand to catch him by the throat, slamming him into the ground, then putting him into a headlock. Her hand shimmered with multiple colors as she attempted to drain the Maiden's power from him, a sick grin on her face. She cried out in pain as her hand was severed by Neo's blade, followed by Slade's Semblance launching her away from him.

"Thanks" he forced out.

Neo extended her hand to him, pulling him to his feet "Thank me later. She'll target you over me everytime" she quickly signed.

"Yeah, she wants her power back" Slade noted "What about-"

"Shell game? Way ahead of you"

He snapped his fingers "Perfect. Let's do this"

Neo charged, thrusting Hush toward Cinder as she blocked each strike with ease. Cinder swung for her back, only to find Hush blocking it from over her shoulder. Neo elbowed her abdomen, then swung Hush upward with the motion, striking her face. Growling in anger, Cinder grabbed Hush in her Grimm hand only for Neo's appearance to shift to Slade's. Using her moment of confusion, he swept her legs out from under her just in time for Neo to slam her heel into her chest from above, sending her back into the pavement. She managed to roll out of the way just in time to avoid the blade from the tip of Hush, followed by a second kick from Neo.

"You're starting to annoy me!" she growled.

"The feeling is mutual, run along now, we have bigger fish to fry" Slade replied, tossing Hush back to Neo.

Her eyes widened, rage clear on her features "The power you stole belongs to me!"

"Which of us stole it first?" he asked with a knowing smile.

Cinder roared in anger, swinging Midnight for Neo, only for her image to shatter. The real Neo spun into a strike for her head with Hush, forcing her to block with her blades. Cinder spun to her left, attempting to redirect Neo, only for Slade to slide into her legs, knocking her off them into a spinning kick into her abdomen from Neo, launching her away from them, rolling painfully to a standing position. Growling in annoyance, Cinder shattered one of her blades, using her Semblance to form the glass into superheated shards, headed straight for them. Neo shifted in front of Slade, spinning Hush to deflect each of the weapons away from them. Moments later, those embedded in the ground beneath them exploded, covering them in a cloud of smoke. Cinder stepped forward slowly, her blades ready to strike at a moment's notice. Slade stumbled out, choking on the smoke, Cinder quickly snatched him up, her Grimm hand draining his power.

"Finally, the real you" her expression grew manic "And that backstabber isn't here to help anymore" she grinned at the sight of an unconscious Neo.

"Funny you should mention that"

"Huh?" Cinder's expression dropped when her Aura detected danger behind her.

Cinder turned her head just in time to receive a powerful kick to her face, stumbling her as she lost her grip on Slade. Neo tossed Hush to Slade, then ducked beneath Cinder's own weapon swinging for her head. Neo used her forearms to separate Cinder's blades from the center of her chest attempting to block her strike, giving her the opening to kick her in the chest, right back into Slade's spinning kick across her face. Cinder caught Neo's fist in the palm of her Grimm hand, then used her elbow to deflect Hush swinging for her face from Slade. Using the opening provided, Neo kicked the back of Cinder's knee, dropping her down onto it just as Slade hooked the handle around her neck, spinning the weapon around toward Neo, who caught it effortlessly. Slade slammed his fist into Cinder's face simultaneously as Neo kneed her in the abdomen.

"No! I will not... fail now!" she shouted, attacking them in a blind rage "I have come too far, sacrificed too much to fail. That power is mine! It belongs to me! I deserve it! Not you!"

Each of them block a blade from Cinder, Slade thrusting his opposite wrist blade toward her face. Cinder spun around it, slicing her blade vertically for Neo in the process, forcing her to duck. Cinder flipped back onto the wall of a nearby building, then flipped forward into a strike for both of them at once. Each of them blocked as she soared overhead, their attacker landing on her feet, then flipping acrobatically away from the two of them. Cinder was kicked in the back by a second Neo, which shattered upon impact, throwing her into a roll on her shoulder, then flipping back on her Grimm hand to a standing position as her Aura broke.

Cinder screamed with rage "You think you've won? You think you can stop me from claiming what is rightfully mine?! This is not the last you'll see of me, I will return for what you stole from me"

"Slink back into the hole you crawled out from, Cinder"

She growled "Next time, I won't be alone, and you won't have your pathetic little friends to help you" she darted away from them.

Slade waited until she was out of sight, then collapsed onto his hands, struggling to catch his breath. Neo dropped down in front of him, and lifted his head to look at her, eyes filled with worry. Slade held up his hand to her, forcing himself up on his knees to look at her fully now, taking a few more deep breaths before speaking.

"I'm alright, Neo... just exhausted"

"What happened?" she asked.

"Ironwood, he and I had a bit of a fight before he decided to work with us" he answered, getting to his feet "Depleted my Aura, only managed to recover enough to use my Semblance, but it won't last long if I don't catch a break"

"A break doesn't seem likely, the entire city is under attack, with or without Cinder's interference"

"Yeah, I know" he sighed "Earpiece?" he held out his hand toward her.

She popped it out of her ear, quickly shoving it into his hand "I want that back" she added with a stern glare.

"Yeah, yeah, don't get all snippy with me" he cleared his throat "Winter, Blake, how's it going over there?"

The Schnee groaned "We're locked out, nothing I do changes anything, or at least, I don't know how"

"Penny?" Slade asked.

"No time, she'd need a direct connection" Ironwood replied "Is the system completely shut down?"

"No, General. All power is being diverted to the Gravity turbines, they've been set for descent" Blake answered.

"If they turn on, all of Atlas falls" Penny noted.

"You get all that, Pipsqueak?" Qrow asked.

"I heard, can we keep them from activating?" she answered urgently.

"They're a failsafe, in case the Staff was ever to be compromised. They're meant to keep the city afloat long enough to evacuate everyone. But if they were programmed to accelerate Atlas' descent, Mantle would be destroyed in an instant" Ironwood explained.

"So when we use the Staff, the city falls, great" Yang deadpanned "Slade, what happened to Cinder?"

"She ran off, we'll worry about her later"

"Want me to swing back around and pick you guys up?" she asked.

"No, better you get the Relics out now. Neo and I will find our own way off, plenty of ships to go around"

"Okay, just be careful"

"I will, promise"

The generators beneath Atlas Academy gently hummed with energy. The room was dimly lit, only the red emergency lights illuminated the area. In the center of the room was a large computer with several Chimera soldiers surrounding it. One soldier was actively using the console, while the others were positioned defensively around her, watching the doorway for intruders. Suddenly, a Glyph appeared beneath them, lifting them into the air and slamming them into each other painfully. Before any of them could move, Blake dropped onto them from above, slicing through the group with a single attack. The soldier in the chair got to her feet and fired her rifle back at Blake, only for her Semblance to allow her to avoid the fired rounds. Winter slid around from the opposite side of the computer, slamming her elbow into the soldier, throwing her to the ground. Flipping back into a kick for her face, Winter knocked her out cold, securing the room.

"We're clear" Blake announced.

She nodded, relaxing her stance "Give me a minute to take a look at our systems"

"Make it quick, we don't know how long Ironwood can hold that position alone"

"I know, I'll only need a minute" she replied, kicking the chair out of the way.

Winter brought up a status report, each of the connected systems had been shut down. Communications, security systems, public transport. All power was being diverted to the Gravity turbines beneath the city. Worse than that, the system for the turbines had been inverted to cause the city to descend. Each time she input the code to alter the programming, a message would pop up alerting her that she didn't have the clearance. She was locked out of the system completely, but not the other systems, they seemed to be working fine. She started redirecting power back to the city systems, but the system would just reset, sending it right back to the turbines.

"Something's wrong, I can't alter the flow of power at all" she declared.

"What? How?" Blake asked confused.

"I don't know, they've locked me out of the system some-... Arthur" she cursed.

"Watts?"

"Yes, he must've left something in the system, a dead man switch maybe? Or some way for Chimera to access the system remotely? Salem herself could have complete control over our entire system" she punched the side of the computer in anger.

"Can Penny fix it?"

"Without a direct connection? No" she sighed.

"Winter, Blake, how's it going over there?" Slade asked.

She groaned "We're locked out, nothing I do changes anything, or at least, I don't know how"

"Penny?" Slade asked.

"No time, she'd need a direct connection" Ironwood replied "Is the system completely shut down?"

"No, General. All power is being diverted to the Gravity turbines, they've been set for descent" Blake answered.

"If they turn on, all of Atlas falls" Penny noted.

"Ruby, you get all that?" Qrow asked.

"I heard, can we keep them from activating?" she answered urgently.

"They're a failsafe, in case the Staff was ever to be compromised. They're meant to keep the city afloat long enough to evacuate everyone. But if they were programmed to accelerate Atlas' descent, Mantle would be destroyed in an instant" Ironwood explained.

"So when we use the Staff, the city falls, great" Yang deadpanned "Slade, what happened to Cinder?"

"She ran off, we'll worry about her later"

"Want me to swing back around and pick you guys up?" she asked.

"No, better you get the Relics out now. Neo and I will find our own way off, plenty of ships to go around"

"Okay, just be careful"

"I will, promise" Blake's ears perked up, listening intently to something nearby.

Winter sighed "Alright, let's see if we can figure something-"

"Behind you!" Blake pushed Winter out of the way.

Using her Semblance, Blake managed to get them both out of the way just in time, only a few strands of hair were cut off Winter by the blade that attacked them. Both of them rolled away from their attacker, sliding to a stop on their heels opposite where the strike originated. They both held their weapons at the ready, neither of them able to spot their enemy.

"Quick reflexes, kitty kitty" a familiar voice called, accompanied by a slow clap "I really thought I could take you both out before you even knew I was here"

"Thombs" Winter growled.

He stepped out into the light, his new weapon resting on his shoulder "How's the arm, kitty cat?" he asked with a mocking tone.

Blake glared "Better than you'll be when we're done with you"

"Ooooh, big words from a little brat. Our last few battles haven't exactly gone your way, kiddo"

Winter scoffed "You're only about a year ahead of her, or were, before Slade killed you"

He growled "He got lucky, if it wasn't for his Semblance-"

"Then Qrow would've killed you, same outcome to me"

"Perhaps, but he would've lost his star pupil along the way" he held his scythe out toward them "And, as you can see, I've upgraded since our last battle"

Winter leaned toward Blake "You don't need to stay for this, Blake. I can handle this reprobate, get back to General Ironwood and-" she offered.

"No, Winter. We don't leave friends behind" she offered her a small smile "Besides, we have unfinished business"

Hunter grinned "That we do" he spun his scythe expertly "Shall we, ladies?"

"You'll wish you hadn't" Winter replied.

Blake threw Gambol Shroud in pistol form toward him, only for Hunter to send it flying right back at her with an upward swing of his scythe, flipping backward away from her with the motion. Several shards of ice were launched from Winter's Glyphs at Hunter forcing him to destroy each one with a perfectly timed swing of his weapon. However, he didn't notice Blake preparing to strike from behind until the last moment, rolling out of the way of a horizontal swing of her blade. She swung the sheathe of her blade down at him as he came to a stop, but he managed to flip over her striking with his scythe as he did, only for her to vanish, leaving behind an exact copy made of ice, trapping his weapon.

"Ooo" he grinned "Kitty has some tricks!"

Hunter slammed his fist into the ice, shattering it and freeing his weapon simultaneously. Blake moved to strike him while he was distracted, only for him to twist into a kick, redirecting her blade with his heel. Winter used her Glyphs to propel herself to him with blinding speed, swinging for his legs. Hunter fell onto his back, unable to dodge her strike, then pulled his legs back into a powerful kick with both heels into her chest, throwing Winter back, rolling on her side. Hunter leaned back away from a strike from Blake, then twisted around to block with his scythe as she used her opposite blade to attack. The scythe blades receded, switching to the opposite end of his weapon, Hunter grinning at her as she stared in shock. Spinning it toward her head, Blake dropped back into a handspring away from him just in time for a recovered Winter to leap back into the fray. Hunter blocked her blade and kicked her legs out from under her, catching her by the back of her neck and throwing her to the ground, rolling away from him. Blake leapt back into a strike for his chest, only for him to block it with his own weapon, kicking her in the chest, sending her back into the wall behind her.

Winter flipped back onto her feet, using her Semblance to summon a flock of miniature white Nevermores, sending them directly toward him. Hunter spun his scythe in front of him, keeping them at bay. He swung his his scythe outward, destroying most of them with a grin on his face, his expression dropped when he caught sight of Blake leaping into a swing for his head, forcing him to use the opposite side of his weapon to block the aerial strike. Blake flipped back onto her feet, ducking beneath a horizontal strike from Hunter's scythe, then countered with an upward strike with her sheathe. Hunter blocked her strike, then spun the opposite end toward her, forcing her to block with her opposite blade. The chain on at the end of his scythe suddenly wrapped around Blake, trapping her arms to her chest. With a grin, he sliced through her, only for her Semblance to allow her to escape to the air, flipping back onto a Glyph from Winter above him, the Glyph propelled her forward, striking through him at blinding speed, then doing the same from behind as a second Glyph aided her.

Hunter groaned in pain from each strike as Blake unleashed a barrage upon him with Winter's aid, keeping ahead of him with incredible speed and precision. Finally, he roared in anger, dropping onto his back and spinning his legs out, the chain on his weapon lashing out and knocking Blake off her feet, rolling into the landing away from him. Before Hunter could regain his footing, Winter appeared in front of him with the aid of her Glyphs, slashing across his chest twice, then flipping back into a kick to his chin, sending him skyward. Blake appeared behind him, swinging her blade into his back once more, sending him across the room into the wall opposite them. Hunter flipped through the air, embedding his scythe into the wall, balancing himself on his own weapon now, turning back to face his attackers.

"I'm impressed, neither of you stood a chance against me the last time we faced. But now, together..." he laughed "Not that it's going to matter in the end, I can't die, remember?"

Blake's eyes darted to Winter, who nodded back to her "I bet Larson thought the same" the Schnee jabbed.

Hunter chuckled "Cole had no finesse, hit like a truck, but fought like he was made of brick"

"Well, his Semblance did make that possible" Blake replied.

"You still have a chance to surrender, Thombs. Save yourself the embarrassment" Winter offered.

"And the fun" he leapt down to their level "No, I very much would like to keep that portal open. How else are the Grimm going to get here from Mantle?" he asked in a mocking tone.

Winter's eyes widened "Mantle?" she looked to Blake "The Grimm are coming from Mantle?"

Hunter's brow furrowed "What does it matter where they come from? As long as I'm alive, that portal will remain open. Or at least, so long as I wish to keep it open"

Blake looked to Winter "If we take him down, the portal closes and we can secure Atlas for evacuation"

Winter shook her head "Those Grimm are coming from the air more than the ground, our ships won't be able to make it out of the city... unless..."

"What?" Winter leaned over to Blake, whispering into her ear. Blake's eyes lit up "You're a genius!"

Winter smiled "Thank you, now we just have to get word to Ruby and see if we can pull it off"

Hunter glared "Whatever you two are planning, it won't work"

"Then you won't mind indulging us" Winter smirked.

Winter darted toward him with the assistance of her Glyphs, sliding to a stop in front of him as he swung his scythe down toward her. Winter dropped back into a handspring, catching his weapon between her heels and flipping the blades toward him. Hunter switched the blades back to the opposite side, only for Blake to raise it over his head with an upward swing, knocking him off balance. Winter thrust her blade into his chest, followed by Blake flipping back into a kick to his chin, landing on Winter's raised arm, then dashing off her into their opponent, slamming her heels into his chest, throwing him to the ground painfully. Hunter rolled back into the landing, raising to his feet, spinning his scythe between each hand, he launched the weapon toward them, the chain on the end guiding its path.

Winter sidestepped the weapon, her blade coated with flames, she sliced through the chain, shattering it apart. Blake dropped into a handspring beneath the aimless scythe, hooking her leg just beneath the blades, flipping it through the air back toward Winter, who caught it in her open hand. Winter darted forward, catching Hunter off guard, he attempted to back away, only to find Gambol Shroud's ribbon binding his legs together. Winter struck him across the chest with his own scythe and her blade simultaneously, knocking him skyward with a powerful kick to his chest. Leaping into the air the opposite direction of him, she launched the scythe back at him faster than he was able to react, his own weapon cutting right through him. Despite the extensive damage done by his new weapon, his wounds healed once more.

"I'm impressed, truly" he chuckled darkly "Unfortunately for you, no wound is too great for me to heal from"

"Perhaps, but I happen to know something that'll take that power away from you" Winter smirked.

Hunter growled, reclaiming his weapon "As if I'd ever give you the chance to use it on me" the chain reformed from the handle "You ladies need to learn when to give up"

Blake lowered into a defensive stance "I'm done running"

Winter matched her with her own stance "I won't waver, I have a duty to this kingdom, to my friends, to my family. Blake and I will stop you"

"We're Huntresses, you're just another of Salem's pawns"

Hunter shook his head "Alright, more fun for me then"

He charged forward raising his scythe over his head to strike down at Blake, only for Winter to intercede. She matched his strike with her own, but his strength exceeded hers. Dropping onto one knee, she managed to divert his strike to her right just in time for Blake to leap overhead, kicking him across the face, stumbling him back. The chain on his weapon guided the scythe behind his back, swinging right toward Blake's back as she landed. Blake leaned back into a handspring perfectly timed beneath his scythe, then slammed her heels into his chin, followed by Winter slamming the hilt of her blade into his face. Hunter angrily spun, catching his weapon in his hand as he struck for them both. Blake flipped over his blade while Winter spun down into a crouched position beneath it. The scythe blades switched to the opposite side, swinging back for Winter's head. She used her blade to block the strike, sliding on her heels from the power behind the strike. Her second blade shot out into her opposite hand, thrusting it toward his throat. Embedding the blades into the ground, he released his hold on his scythe, catching her hand by her wrist, he knocked the smaller blade from her hand with his open palm, launching it across the room. Winter thrust her opposite blade toward his chest, Hunter spun into the air, the back of his hand knocking her blade from her hand into the wall beside them.

Twisting her arm behind her painfully, he kicked her in the back, sending her into opposite wall from her weapon. Blake rushed forward, leaping into a powerful descending kick to his face, knocking him from his scythe. Her eyes widened when the scythe rose up to strike her from behind, his chain controlling it from a distance. She flipped sideways through the air, catching herself on one hand, she rolled beneath Hunter's legs just as he caught his scythe. Twisting back into a strike for her, he found her Semblance replaced her with a copy, sending her flipping overhead. He turned back just in time to receive a powerful strike from Gambol Shroud across his chest, kicking the scythe from his hands with the same motion. He snatched Winter's blade from the wall, slicing through Blake as she used her Semblance once more. He caught her by the throat in his open hand, slamming her into the wall before she could use her Semblance to escape, impaling Winter's blade into her leg, causing her to cry out in pain.

"Not so nimble now, are you, kitty cat?" his scythe soared into his hand, swinging down into Blake, blood splattering the wall beside her.

Blake's eyes were wide "Winter..." the woman in question stood between them with her hand impaled on the largest scythe blade.

Hunter laughed at the sight "Who'd have thought Ironwood's top bitch would ever fight so hard to protect a filthy animal"

"She's no animal, the only beast I see here, is you" Winter wrenched the weapon from his hand.

Hunter spun into a kick to her face, throwing her aside "Winter!" Blake called after her.

"Stay right there, would you? I'll be back to kill you in a moment" Hunter assured, turning to focus his attention on Winter "Let's have some fun, shall we?"

Hunter slammed his heel down onto the ground just as Winter rolled out of the way. Getting to her feet, she managed to block a second kick toward her abdomen. Winter avoided three jabs from Hunter, countering with a powerful strike across his face, stumbling him back. She continued with a second strike, only for Hunter to catch her by the arm, slamming his head into hers, followed by an uppercut, sending her flying into the computer in the center of the room. He swung his fists wildly as he approached, Winter barely being able to keep ahead of each strike. Finally, she sidestepped a strike, lodging his fist into the computer screen. Before he could process what happened, Winter slammed her elbow up into his own, causing him to cry out, then she elbowed him in the face. The central computer began shutting down, the whir of energy slowly died off from the generators. Lashing out in anger, he swung his right fist toward her, only for Winter to catch it, deliver two jabs to his face, then spin into a kick for her head, throwing him back through the air.

Winter smirked "You can thank Qrow for brawling lessons"

Hunter growled, his scythe returning to him "Guess I shouldn't play with my food" he spun the weapon in his grip "Playtime is over, Schnee"

"Don't be so sure!" Blake called.

Hunter's eyes widened, turning back just in time to receive a powerful kick to his face from a charging Blake. She dropped onto her side, sweeping her legs for his, forcing him to leap overhead to avoid the strike. He twisted back into an upward swing for the Faunus, only for her to dodge the strike, as well as the downward swing he attempted a moment later. She swung her blade up, forcing him to sidestep into a horizontal swing for her chest, only for the opposite blade of Gambol Shroud to block it. Reversing the blades, he swung around his back, only Blake to block once more with both blades, she swung her blades down at him, forcing him back to avoid them, only to receive shards of ice into his chest. Hunter stumbled back, angrily lashing out, his chain knocked Blake off her feet onto her back. Flipping back to her feet, she caught sight of his scythe just in time to leap over the blades. Hunter grinned, flipping his weapon over in his hand, blades emerged from the opposite end of his weapon, swinging it toward her as she descended. Just before they made contact, his weapon froze in place, shocking him. He turned his head back to see the original set of blades were stuck, Winter's blade embedded in the ground between them. Blake held a familiar cylindrical casing in her hand, causing his eyes to widen in fear.

"No! Stay away!"

Glyphs appeared all around Hunter, Blake darted between them at blinding speed, slicing through him from every direction before he could counter or defend himself. The barrage shattered the chain, allowing Blake to kick his weapon away from him, leaving him defenseless. Blake launched the casing at him, catching it in his hand, Hunter laughed at his luck, only for a Bolas to wrap around his wrists, binding them. He landed on his side, sliding to a stop away from the myriad of Glyphs, he grunted in annoyance, getting to his feet. His eyes widened at the sight before him, a bright white Manticore slammed into him, crushing him against the wall painfully, causing him to cry out. The white Grimm vanished, allowing Winter and Blake to watch as he slumped to the ground unconscious.

Blake smiled "We did it! We got him!"

Winter let out a sigh of relief "Finally" she inspected her hand, her Aura having healed the wound already.

"Thank you, Winter"

"Hm?" she looked up at Blake "For what?"

"For helping me" she smiled "I know you and I didn't exactly get off on the right foot, but-"

"No thanks necessary, Blake. I take care of my friends" she smiled back at her "Besides, I was the hardheaded one between the two of us. I thought you were just like Taurus... but I was wrong"

"Well, to be fair, I thought the Schnee family would be unbearable. But I was wrong, you and Weiss are family to me now. If you'd have told me Id be saying that a couple years ago, I would've hit you"

Winter laughed "To be clear, the Schnee family is unbearable" she pressed two fingers to her earpiece "General, status report?"

"There's no end to them!" the sound of several gunshots could be heard "Cover the left side, soldier! Commander, pull the wounded back now!" he barked "The evacuations are taking too long, we need a solution now!"

"We think we might have one" Blake announced "Hunter attacked us, we managed to defeat him, but not before he explained that portal is tied to him, as long as he's alive, the portal remains open"

"You said defeated, not dead. Did he escape?" Qrow asked.

"No. He's unconscious" Winter answered.

"Then what are you waiting for?!" Yang demanded.

"He said the portal was in Mantle"

"Mantle? They're coming from here?" Weiss asked.

"Oscar, do you see anything?" Ruby asked.

"Hang on, let me just..." there was a moment of silence "There! Just a few miles away from the outer wall!"

"I see it too, the Grimm are pouring in. It's much larger than any of the other portals I've seen Salem's followers use" Penny pointed out.

"Plenty of room for an invading army... or an airship or two" Winter replied.

"You want us to use the portal to evacuate Atlas... damn that's good" Qrow approved.

"Exactly, if we can secure the portal on both ends, then we can send the transports through to Mantle. We'd halve the time needed to evacuate the city" Winter explained.

"Ruby, you're the boots on the ground in Mantle. Do you think you can pull that off?" Ironwood was met with silence "Ruby?"

"We've got this, General"

"Neo and I are headed your way, James. We'll clear those Grimm out"

"Not to shoot the plan down, but won't we need communications back up if we're gonna include everyone else in this?" Jaune asked.

"Well, for that we'll need power" Oscar pointed out.

"I have an idea for that" Winter answered "I'm going to restart the generators with Lightning Dust"

"The only way to do that would be to direct the electrical currents yourself. Winter, the amount you'd need... that's suicide" Ironwood pointed out.

"Quite possibly, but if I'm careful, the power regulators have been switched off to divert the most amount of power to the turbines, if I disconnect the main computer from the generators, they'll reset to their default protocols"

"Great, and if you're wrong?" Weiss asked.

"We already don't have power, it's not like no generators could make it any worse" Nora pointed out.

"But if the generators go up, so do you" Blake argued.

"Yeah, that's why you need to leave. If I'm wrong, at least I'm the only one that pays for it. This room will go into lockdown if the generators overload, the rest of the academy will be safe"

"I don't like this"

"Neither do I, but this will give us a fighting chance" she waved her off "Now go, get out of here"

"No! I'm not going anywhere"

"Blake, if this goes badly, we'll both die. This needs to happen"

"I'm not abandoning you here to-" Winter's stern glare stopped her. Blake sighed "At least let me help"

"How?"

She held up her Scroll "I'm still connected to the system, I can track the power being generated, that way we'll know when they become self sustaining, right?"

"That could work, there's no way of knowing when the generators have enough power without help" Penny explained "It's still a big risk, are you sure this is the right call?"

"It's the only call" Winter answered "Blake-"

"I'm not leaving, that's final. Like I said before, I am done running away"

Winter sighed, relenting "Fine, but the moment things start to turn for the worse, you get out, got it!" she ordered.

"Yes, Ma'am" Blake smiled.

"Alright then" she turned away from her "Thank you, Blake"

"Winter, please don't do this" Weiss pleaded.

"Someone has to, and I'm the only one besides you who knows how to wield Dust enough to make this work. This is the only way to restore power to the city" she used her blade to cut the desired wiring.

"It should be me" Ironwood declared "I'm the reason we're in this mess, if I had only listened from the start-"

"You're doing the right thing now, that's what's important, General" Winter allowed herself a single tear "It's been an honor serving with you, Sir" she stood before the generators now.

"No, Winter. The honor has been all mine"

"Winter, please... there has to be another way" Qrow's tone was desperate.

"If we'd been better prepared, maybe... not now. What we've had, Qrow, it's far from the childish romance you hear of in stories and fairytales... but I'd never change any of it" tears started falling faster now, Dust vials pouring out onto her blade.

"Neither would I, Ice Queen"

"I love you, Qrow"

"I... I... love you too, Winter" she could hear how choked up he was becoming over her earpiece.

"Winter, please!" Weiss begged "I can't lose you, please! Think of father, of Whitley!" she tried.

"I'm the oldest, Weiss. It's my job to protect the family... that's what I am doing"

"Blake, please, stop her!"

Blake frowned "I'm sorry, Weiss. She needs to do this, all I can do is be here to help however I can"

"But... but... but..." she could hear Weiss sniffling "I love you, Winter"

"I love you too, Weiss. And I know you're going to become the best Huntress Remnant has ever seen. If this goes wrong, I'll be watching over you, always"

Her sobs were becoming louder "I know you will" Winter thrust her blade forward, bolts of lightning cascading from her weapon to the generators in front of her.

"Twenty percent!" Blake shouted "Hang in there!" lightning coursed through her entire body, dropping her down onto one knee from the pain she was feeling, a Glyph appearing beneath her to keep her steady "Forty percent!"

Placing both hands onto her blade, she increased the amount of electricity flowing between herself and the generator. Her gloves were torn from her hands, burning away into nothing, the same occurring to her sleeves, the rest of her coat burning away completely, leaving her only in her undershirt. The pain was too much, she could no longer focus enough to hear Blake calling out to her, she could only feel her entire body going numb from the incredible amount of pain she was experiencing. She reflected on her life up until this point, upon everything she'd experienced, and everything she never would. Her parents, the day Weiss was born, then Whitley, her first day at the academy, the day she enlisted into the military, the day she first met General Ironwood. Then she remembered her arguments with her father, the isolation of her mother, the hurtful words of Whitley, Weiss' prejudice against the Faunus... no, she didn't want to remember her family like that, not in this way, her family was more than that, more than the greed she thought she had to run away from, more than the callous business decisions and the manipulative words.

Winter's eyes darted to her left, watching Blake pour a vial of dust onto her own blade "What're you doing?!" she cried.

"Saving your life!" she called.

With Blake adding to the mix, showcasing her own skill with Dust, much to Winter's surprise, the bulk of the electricity was removed from Winter's shoulders, now being carried by them both. Winter couldn't help but smile, her mind wandering once more, this time to more joyful memories. She thought back to Whitley saving her life, to her father facing down Cinder to protect her, when Weiss introduced her to Blake, when Qrow saved her life from Hunter, when her father came to her in her hospital bed, when she learned Slade saved her life, meeting Penny for the first time, the moment she first decided these bunch of kids were family now. She looked to Blake, tears welling up in her eyes once again, determined to make this work, for her sake, as well as the others. Winter could hear the generators starting to buckle from the strain, she knew they had to be exceeding their limits. She stopped the flow of electricity from her blade, rolling to Blake's side, she created dozens of Glyphs surrounding them, the lightning deflecting off them rather than harming the two Huntresses. Blake had stopped as well as soon as she saw Winter move, dropping onto her hands as the lightning coursing through her came to a halt. After a moment, the generators settled into a low hum, the lights switching back on. Ironwood's voice echoed throughout the city.

"Attention all personnel, this is General Ironwood. The Grimm are pouring into Atlas from a portal just outside the academy walls, all forces are to converge on and secure that portal. We have teams operating in Mantle to secure the other end, all transports are ordered to use the portal to evacuate civilians safely. We're not done until this city is empty"

Winter got to her feet, her Glyphs vanishing "We're... alive..." she looked down to Blake "We did it"

Blake smiled up at her, accepting her hand "Together"

She nodded "Thank you, Blake"

"You'd have done the same for me"

Winter hugged her tightly "Thank you" she repeated, tears cascading down her cheeks.

"Hello?! Winter, Blake?! Are you there?!" Ruby called desperately from Blake's Scroll.

Winter put her finger to her earpiece "Ruby? Ruby, can you hear me?" she got no response.

"Come on, Schnee. If you can hear this, answer... please" Qrow added.

"The electricity must've fried our earpieces" Blake deduced.

"But not your Scroll" Winter smiled, both of them leaping back over the railing to the walkway.

Blake scooped up her Scroll "We hear you, Qrow"

"Blake!" Weiss' voice cried "Winter, is she...?" she hesitated to finish her statement.

"I'm fine, Weiss. A little singed, but nothing Arc can't handle"

Weiss let out a sigh of relief "Thank goodness, I thought we'd lost you"

"You weren't the only one" Qrow added.

Winter laughed "No, no, Blake here saved my life. Without her, I... well, I don't know what would've happened, but it wouldn't have been healthy"

"Good to hear you're still kicking, Ice Queen Senior" Slade jabbed.

"Relieved as I am to hear your voices, we have a problem. Listen" Ironwood instructed.

"Our barriers are completely gone! We're not even putting a dent in that thing!" one voice cried.

"Stay in formation, Captain! we can't let that thing reach the city!" another ordered.

"It's too late, we're being overwhelmed! Without our shields, the Grimm are boarding the ship!"

"Hold strong, Captain! We need to keep them back until the evacuation is complete! Ironwood's orders!"

"Yes... of course... it's been an honor serving with you, Captain"

"And you, Captain"

"Salem's not pulling anything back anymore, she's coming..." Ironwood announced "We're out of time..."

The citizens of Mantle fought desperately in the streets, Beowolves, Sabyrs and Ursai charging their lines while Teryxes and Nevermores soared above. At the center of it all, a herd of Megoliaths rush through the streets toward the crater. Just beyond them, the Grimm poured into a portal leading up to Atlas. Mantas flew overhead, desperately trying to keep clear of the Grimm as they ascended toward the floating city. A crow soared overhead, weaving between Grimm with ease, flipping over, it transformed into Qrow, slicing Harbinger through a Teryx as he flipped into the landing atop a nearby building. Sliding to a stop, he spun his blade in front of him, blocking a fireball from a nearby Sphinx. A moment later, the Sphinx was obliterated by a powerful laser from Penny as she soared by.

"Nice shot, kid"

"Die..." a voice hissed behind him.

Qrow turned back around to see an Ursa Alpha, a large metal plate on its forehead "Hey there, big guy"

"Die!" it roared, swinging its claws for his head.

Qrow spun away from the creature, slicing his blade upward. The Ursa stopped its attack just quick enough to avoid his blade. Qrow's eyes widened slightly, surprised the creature anticipated his strike. The Ursa snatched the end of his cape, lifting him by it and slamming him into the ground painfully. Before the Grimm could moved to strike, a set of Glyphs appeared between them. The Ursa turned to see Weiss skating along them toward it, with a deep growl, it swung for her head. Weiss dropped onto her knees, sliding beneath its arm, then rose into a vertical slice through its arm, severing it before spinning Myrtenaster in her grip, thrusting it backward through the Grimm's abdomen, killing the creature. Weiss turned to Qrow, extending her hand out to him, which he gratefully accepted.

"You alright?" she asked.

"Fine, just took me by surprise. Thanks for the save" he answered.

She nodded "We're pushing the Grimm back inch-by-inch, but we don't seem to be making a dent in their numbers at all" she flipped over a Beowolf as it leapt toward her, decapitating it as she soared overhead "It doesn't feel right"

"I know what you mean" he fired Harbinger up into a Teryx "It's strange, Salem's strategy"

"Agreed. She's sending a large invasion force, but with their numbers, we shouldn't be making as much progress as we have been against them"

"Yeah, almost like they're not trying to take the city anymore"

"You think they might be here to distract us?" Weiss asked.

"Think about it, we haven't seen any of Salem's goons or anyone from Chimera at all since the battle resumed. She hit the crater with a large force, then pulled back into lighter skirmishes throughout Mantle"

"Which means her primary objective isn't here"

"The Relics!" the both realized simultaneously.

"Salem must know they're out in the open now" the Schnee heiress deduced.

A Nevermore came screeching down to the street below them, crashing into the ground head first, kicking up a large cloud of dust and rubble. Crescent Rose flipped through the air, embedding itself into the ground, followed by Ruby landing on the handle. She looked up to see the Grimm charging toward her, she twisted around into position on her scythe, laying on her side on the handle. She fired her weapon, killing the Sabyr charging for her and sending her into a Deathstalker which attempted to impale her on the end of its stinger. She leapt back just in time for Sable to catch the stinger in his grip, ripping it off with his immense strength. Ruby's eyes glistened a moment before unleashing a powerful burst of energy, destroying the lesser Grimm around her and petrifying the Deathstalker. Sable pulled his fist back and slammed it into the face of the Grimm, shattering the stone and killing the creature with ease.

"Ruby, we've got a problem!" Qrow called, dropping down to their level with Weiss in tow.

"What is it? What's wrong?" she asked concerned.

"It's Salem, Weiss and I think she's targeting the Relics"

"We already knew that" Sable pointed out.

"Yeah, it's not anything we didn't already know" Weiss agreed "But we mean right now, she's distracting us here in Mantle so she can grab the Relics while they're not in the vault" she explained.

Ruby frowned "This has been easier than expected, almost like she doesn't care about destroying Mantle"

"And look" Qrow pointed to the sky "She's not even sending her Grimm after the civilian transports. Sure, they're defended, but none of the Grimm are getting through at all. Penny and I haven't even needed to intervene"

Sable grumbled "And we haven't seen anyone from Chimera either, strange. What do you propose?"

"Yang needs to get down here immediately, if Salem comes for her directly, or sends someone else after her... she might not be able to handle fighting them alone"

"Then we should-" Ruby started, the roar of nearby Grimm interrupting her "-deal with them first" she finished, turning to meet their opponents.

Before they could engage, the Grimm came under fire, causing them to redirect their attention. Several Grimm were felled before they could reach their attackers, only for them to come face to face with Magnhild coming crashing down onto the head of an Ursa. Nora swung her hammer into the skull of a Sabyr, killing it instantly, then uppercut a Beringel, then flipped into a downward strike to the top of its skull, smashing it into the ground and killing it instantly. Nora turned just in time for a Beowolf to leap toward her, only to find itself impaled on the end of Harbinger.

Nora smiled up at him "Thanks!"

He nodded "I see you found us some new friends"

Radcliff rounded the corner, firing his rifle into a Sabyr, missing several shots, but felling the Grimm nonetheless "And some not so new friends" he called "We're making progress Branwen. By this time tomorrow, Mantle will be ours again!" he cheered, earning several cheers from the militiamen around him.

Qrow frowned "If we can even last that long" he whispered.

"General, status report?" Winter asked over their earpieces.

Up in Atlas, Ironwood charged into the Grimm line, slamming his fist into the first he saw, throwing it backward through the air. He twisted into a kick for a Sabyr's face, then swung his pistol into a Beowulf's leg, knocking it onto its back before firing into its face, killing it instantly. Grabbing an Ursa by the throat, he fired several rounds into its chest, then threw it back into the Grimm, knocking down several more as they charged toward their defensive line.

"There's no end to them!" he fired several rounds into the Teryxes descending toward him "Cover the left side, soldier!" he shouted, pointing to a group of Grimm moving to flank them.

"Yes, General!" she and several others took aim and dropped these Grimm with precision.

"Commander, pull the wounded back now!" he barked, pulling one of them to his feet and dragging him back as he fired over his shoulder at the charging Grimm "The evacuations are taking too long, we need a solution now!" he dropped the soldier behind cover, returning to the fight.

"We think we might have one" Blake announced "Hunter attacked us, we managed to defeat him, but not before he explained that portal is tied to him, as long as he's alive, the portal remains open"

"You said defeated, not dead. Did he escape?" Qrow asked.

"No. He's unconscious" Winter answered.

"Then what are you waiting for?!" Yang demanded.

Yang raced through the streets of Atlas, abandoned cars littering the area, Teryxes and Nevermores gave chase, forcing her to stay away from open areas. She weaved around a car into an alleyway, finding a parked car blocking her path. She fired Ember Celica, launching Bumblebee onto the wall, continuing to fire downward to keep herself driving on the vertical surface. Reaching the end of the building, she fired once toward the street, flipping the bike over, she then fired again to the right, flipping her back over as she reached the road. Dozens of Teryxes occupied the road, turning their attention toward her, she narrowed her eyes, then throttled toward them.

"He said the portal was in Mantle" Winter answered

"Mantle? They're coming from here?" Weiss asked.

"Oscar, do you see anything?" Ruby asked.

The boy in question was balancing himself on his legs, dangling from them as he worked away at the wires of a broadcast tower "Hang on, let me just... he swung up, looking around from his vantage point.

On your left, outer wall Ozpin pointed out.

Thanks, Oz

"There! Just a few miles away from the outer wall!" he announced.

"I see it too, the Grimm are pouring in. It's much larger than any of the other portals I've seen Salem's followers use" Penny pointed out.

"Plenty of room for an invading army... or an airship or two" Winter replied.

"You want us to use the portal to evacuate Atlas... damn that's good" Qrow approved with a smirk.

"Exactly, if we can secure the portal on both ends, then we can send the transports through to Mantle. We'd halve the time needed to evacuate the city" Winter explained.

"Ruby, you're the boots on the ground in Mantle. Do you think you can pull that off?" Ironwood asked.

Ruby looked around at the men, gauging their condition, a smile on her face "Pipsqueak?" Qrow asked.

"We've got a portal to capture" she smiled.

"Ruby?" Ironwood prodded.

"We've got this, General" she answered with determination.

"Neo and I are headed your way, James. We'll clear those Grimm out"

"Not to shoot the plan down, but won't we need communications back up if we're gonna include everyone else in this?" Jaune asked.

"Well, for that we'll need power" Oscar pointed out.

"I have an idea for that" Winter answered "I'm going to restart the generators with Lightning Dust"

"The only way to do that would be to direct the electrical currents yourself. Winter, the amount you'd need... that's suicide" Ironwood pointed out.

"Quite possibly, but if I'm careful, the power regulators have been switched off to divert the most amount of power to the turbines, if I disconnect the main computer from the generators, they'll reset to their default protocols"

Weiss groaned "Great, and if you're wrong?"

"We already don't have power, it's not like no generators could make it any worse" Nora pointed out.

"But if the generators go up, so do you" Blake argued.

"Yeah, that's why you need to leave. If I'm wrong, at least I'm the only one that pays for it. This room will go into lockdown if the generators overload, the rest of the academy will be safe"

"I don't like this"

"Neither do I, but this will give us a fighting chance. Now go, get out of here"

"No! I'm not going anywhere"

"Blake, if this goes badly, we'll both die. This needs to happen"

"I'm not abandoning you here to-" she paused "At least let me help"

"How?"

"I'm still connected to the system, I can track the power being generated, that way we'll know when they become self sustaining, right?"

"That could work, there's no way of knowing when the generators have enough power without help" Penny explained "It's still a big risk, are you sure this is the right call?"

"It's the only call" Winter answered "Blake-"

"I'm not leaving, that's final. Like I said before, I am done running away"

Winter sighed, relenting "Fine, but the moment things start to turn for the worse, you get out, got it!" she ordered.

"Yes, Ma'am" Blake smiled.

"Alright then. Thank you, Blake"

Tears were forming in Weiss' eyes now "Winter, please don't do this"

"Someone has to, and I'm the only one besides you who knows how to wield Dust enough to make this work. This is the only way to restore power to the city"

"It should be me" Ironwood declared "I'm the reason we're in this mess, if I had only listened from the start-"

"You're doing the right thing now, that's what's important, General. It's been an honor serving with you, Sir"

"No, Winter. The honor has been all mine"

"Winter, please... there has to be another way" Qrow's tone was desperate.

"If we'd been better prepared, maybe... not now. What we've had, Qrow, it's far from the childish romance you hear of in stories and fairytales... but I'd never change any of it"

He smiled "Neither would I, Ice Queen"

"I love you, Qrow"

His eyes widened in shock "I... I... love you too, Winter" he lost his composure, tears gently flowing down his cheeks.

"What's happening?" Radcliff asked.

"It's Winter..." Qrow answered "She's... getting the power restarted"

Radcliff furrowed his brow "And?"

"Winter, please!" Weiss begged "I can't lose you, please! Think of father, of Whitley!" she tried, tears flooding out of her eyes now.

Ruby looked to Radcliff with a deep frown "She's sacrificing her life to do it"

Radcliff's eyes widened "Oh..."

"I'm the oldest, Weiss. It's my job to protect the family... that's what I am doing"

"Blake, please, stop her!" she begged.

"I'm sorry, Weiss. She needs to do this, all I can do is be here to help however I can"

"But... but... but..." Weiss sniffled "I love you, Winter" Ruby pulled her into a hug, one Nora joined soon after.

"I love you too, Weiss. And I know you're going to become the best Huntress Remnant has ever seen. If this goes wrong, I'll be watching over you, always"

She sobbed loudly into Ruby's shoulder "I know you will"

Tears started to run down Ruby's face "They'll be okay, Weiss. I'm sure they'll be okay"

A horde of Grimm rounded the corner, charging straight toward them, earning a groan from Nora "Can't you see we're having a moment!"

Nora transitioned Magnhild from hammer to grenade launcher, forming a firing line with the militiamen and Radcliff. Qrow cried out in anger, leaping into the fray, firing Harbinger into several Sabyrs, killing them quickly. his blade switched into a scythe, impaling the first Beowolf that reached him, then swinging to sever an Ursa at the hip. Striking his fist into the next Sabyr's face, he spun Harbinger in his hand, cleaving through it effortlessly. Weiss released her hold on Ruby, turning toward the Grimm with rage burning in her eyes. Dozens of Glyphs formed on each side of the road, as well as a large one beneath her, increasing her speed. She moved at blinding speed, arcs of flame cutting through the Grimm, ice freezing them in place, and lightning stunning them before being eliminated with ease. Ruby turned to Nora, holding up her lightning rounds.

"Let's do it" Nora flashed a grin.

Magnhild shifted into a hammer, three lightning rounds striking her in the back, launching her further toward the encroaching hoard. Leaping into the air, she used her enhanced strength to shatter the road apart, destroying dozens of Grimm with a single swing of her hammer. Ruby reached up to her earpiece, firing Crescent Rose with her opposite hand, mounted onto the side of a destroyed chunk of road.

"Jaune, are you and Ren handling the crater alright?" she asked.

"Well enough, I'm helping the wounded as best as I can. I won't be able to keep this up forever, Ruby. Even my Aura has limits"

"The Grimm seem to be diverting from our position, I assumed they were after you, but perhaps it is the portal they're more interested in" Ren noted.

The chaos in the streets of Atlas continued with Ironwood leading the charge against the Grimm horde. Ironwood fired into the head on the Sabyr he had trapped beneath his heel, killing it instantly. Turning, he raised his metal arm to block rounds fired from a Chimera soldier, redirecting one of the rounds back at him by angling his arm. Rushing forward to pick up the rifle his enemy dropped, he fired it with one hand and fired his pistol in the other at the Grimm making their way toward him and his soldiers. A Teryx swooped down from behind, knocking him onto his chest. He managed to roll out of the way just in time to avoid a Sabyr leaping onto him. Rolling to his feet, he wrapped his arms around its neck, snapping it before throwing it to his left, knocking over a charging Beowolf.

"Considering the numbers I'm seeing up here, that seems likely" Ironwood stated "We're holding, for now, but that could change at any moment" he added just as a Megoliath marched through the portal "You've gotta be kidding..." he muttered.

Yang rounded the corner, swerving to avoid Nevermore feathers being fired down at her, weaving between each of them. A Teryx swooped down onto her back, digging its talons into her shoulders. Yang reached up, grabbing it by the neck with her metal arm, slamming it into a wall as she passed, killing the Grimm instantly. Two Nevermores moved ahead of her, one landing in her way and the other sending more feathers toward her. Knowing she would be unable to dodge attacks from both angles, she moved to the sidewalk, dropping down the stairway entrance to the subway tunnels, passing through them carefully, diligently maintaining enough speed to keep ahead of the Grimm small enough to follow her.

"They're giving me a run for my money too" the blonde announced "Ruby, I've gotta get these Relics somewhere secure. Any chance you can have that portal handled by the time I get there?"

"Are you nuts?!" Oscar asked "That place is swarming with Grimm, there's no way you can bring the Relics there. They're gonna need more time to get that place locked down"

"I don't exactly have that much time, and getting a ride out of here doesn't seem to be in the cards at the moment."

Ruby looked skyward, smiling "Yang, head for the portal. I've got an idea"

"Why do I not like the way she said that? Ruby? Ruby, what're you going to do? Ruby?!" Oscar asked with concern.

"I hope you know what you're doing, Ruby" Yang replied.

"Trust me, this is gonna work" Ruby stated with certainty.

Ruby used her Semblance to ascend rapidly, rose petals following in her wake. She came to a stop just above a Nevermore, firing Crescent Rose to propel herself down onto it. She hooked the blade of her scythe around the underside of its neck, pulling it to the left, directing it toward the portal as it screeched in pain. Just as she reached her desired destination, her eyes expelled a powerful blast of energy, petrifying the Nevermore she stood upon. Removing Crescent Rose from its neck, she leapt from the back of the Grimm, firing her scythe to slow herself down as she dropped between the Grimm and the portal. A second powerful blast of energy destroyed dozens of Grimm before they could pass through.

"General, I'm going to keep the Grimm from coming through to your side. Can you handle things on your end?" she asked.

"We'll do what we can, Ruby. Be careful" Ironwood answered "Soldiers, I want that thing taken down now!"

Ruby inhaled deeply as the Grimm horde began charging toward her "Alright, Ruby. You can do this. You just have to keep them from getting through. Easy" she gave a nervous laugh.

She spun Crescent Rose expertly between her hands, slicing through a line of Sabyrs as they leapt toward her. Spinning on her heel, she launched herself forward, spinning vertically through a Beowolf bounding toward her on all fours. Sliding to a stop, she hooked her scythe around the neck of an Ursa, swinging around it, she kicked her feet as she spun, knocking several Grimm down before they could attack. Firing Crescent Rose, her blade tore right through the Ursa, causing her to flip toward a Beringel winding up to strike her with its fist. Ruby landed on her left side, sliding under its fist, slicing off its arm with her scythe blade facing opposite her. Rising to a standing position, she sliced through the opposite arm, severing it from its shoulders. Hooking Crescent Rose around its knee, she fired, dropping the Grimm onto its knees, then ran up the back of the creature, impaling it through the neck with her scythe, killing it instantly. Catching sight of two Teryxes swooping down toward her, she launched herself skyward, landing on the head of the first, slicing through each wing, then leaping off into a second strike, cleaving the creature in two.

Ruby slid to a stop on her heels, Crescent Rose scraping across the ground behind her, stopping just outside the portal "Come on, give me a break" she groaned as more Grimm charged right toward her.

Ruby unleashed a powerful burst of energy from her eyes, destroying the Grimm in front of her, revealing a Chimera soldier had been hiding behind one of them. Before she could react, she was knocked onto her back by the butt of his rifle. The soldier took aim, ready to fire, then lowered his weapon. Before she could even wonder why, he was pierced through the chest, one of Penny's blades impaling him. The redhead slammed into him from behind, throwing him through the portal.

"Ruby?! Are you alright?!" she asked urgently.

Ruby smiled up at her "I am now"

A Goliath roared, charging toward them as Ruby got to her feet, both of them readying their weapons for a fight. Before they could attack, Arma Gigas slammed into the side of the Grimm, toppling the creature with ease. Penny lurched forward, firing a laser through its chest before slamming into it, exiting the other side, destroying the Goliath. Qrow in Corvid form weaved between the Grimm, switching back into human form, he planted his feet on the skulls of two Sabyrs, slicing through them with his scythe. He embedded Harbinger into the ground, planted his hand onto the handle, then spun into a kick for the Ursa charging toward him. Two Boarbatusks rolling toward him were stopped when Sable planted his hands on them, sliding back inch by inch as they continued to spin against his hands. Sable twisted with them, redirecting them straight into the Grimm instead of Qrow, killing several before they came to a stop. Using Weiss' Glyphs, Nora ascended above the Grimm, spinning into a leap down to the horde, she fired Magnhild several times to increase her speed, then slammed her hammer down into the ground, throwing several Grimm back from the impact. With a set of Glyphs of her own, Weiss moved at blinding speed through the black sea of Grimm before them, slicing through them with deadly precision.

Back up in Atlas, the struggle to reach the portal seemed fruitless, despite their best efforts, the Grimm numbers didn't seem to be depleting enough to make it to the portal. Ironwood rolled forward to avoid a fireball from a hovering Manticore, firing his pistol into a Beowolf as it prepared to strike. A Chimera soldier fired at him from his right, forcing him to duck beneath them. He fired into his shoulder, then kicked him in the chest, stumbling him back. Dropping onto one knee, Ironwood fired into a charging Sabyr, then turned back to the soldier, grabbing him by the throat and firing into his chest several times. He lifted him over his shoulder and slammed him into the ground, rolling forward with the momentum and firing into the Ursa in front of him. Flipping horizontally overhead, he wrapped his right arm around the neck of the Grimm, flipping it over as he fired into a Teryx swooping down toward him, then slammed the Ursa down into the ground, firing into its head. He looked ahead just in time to fire a single shot at the Manticore as it lurched toward him, knocking him into his back as it mounted him, losing his grip on his pistol. He pulled his fist back and slammed it into the Manticore's face, throwing it backward, rolling to a stop away from him. Ironwood rose to his feet, fists at the ready as the Grimm closed in around him.

"General, they're going to break through!" Commander Whitlock called "We need to fall back!"

"Stand fast! Don't give them one inch!"

A Beowolf leapt toward him, only for Ironwood to catch him by the throat, swinging it around and throwing it back into the surrounding Grimm, knocking down several of them as the others drew close. He used his metal arm to guard against the jaws of a Sabyr leaping onto him, its teeth digging in. Slamming his fist into its left side, he managed to wrench himself free, using both hands to keep ahold of its head. He slammed it into the ground, stomping it skull several times to ensure it was killed. He looked up just in time to watch an airborne Beringel swoop down to his level, it swung its fist into his chest, only for the general to shatter like glass. The Grimm looked around in confusion, only for Ironwood to wrap his metal arm around the back of its neck, kicking out the back of its knee, dropping it down as he used as much force as he could to snap its neck.

Turning to his left, he caught sight of Neopolitan, giving him a polite wave "Nice work, Neo" he panted out, she winked in response.

At that moment, Slade crashed into the ground on the back of Teryx, severing its head with his wrist blade, then kicking it into an Ursa charging toward them, knocking it onto its back "Damn, you weren't kidding about the Grimm here" he called back.

Ironwood exhaled in relief "You're both just in time"

"Don't get too excited, General. We haven't taken that portal yet"

Ironwood reclaimed his weapons "I know, but we'll need reinforcements to make a dent in their numbers"

"Or a really big gun" Slade deadpanned.

At that moment, the street lights that hadn't been damaged yet flickered on "Lights? But that means..." Ironwood pulled Slade's Scroll from his pocket "Ha! We're back online! Winter did it!"

"Finally!" Yang's voice cried out "Do you have any idea how hard it is to navigate these tunnels without GPS? Maps suck!"

"Tunnels? Where are you?" Slade asked confused.

"I'm using the subway tunnels to stay out of the way of the Grimm on the street. They really want these Relics" she answered "Any chance that portal is clear?" she asked hopeful.

"We're doing great! Just fine!" Ruby answered "We can do this all day! Uh... are we gonna be doing this all day?" she asked.

"Not if we can help it. Hold the Grimm down in Mantle as long as you can, we need to clear a path to the portal before we can start sending anything through" Ironwood explained.

"We're holding, just get that portal clear" Penny replied.

Ironwood restarted the broadcast from the Scroll in his hand "Attention all personnel, this is General Ironwood. The Grimm are pouring into Atlas from a portal just outside the academy walls, all forces are to converge on and secure that portal. We have teams operating in Mantle to secure the other end, all transports are ordered to use the portal to evacuate civilians safely. We're not done until this city is empty"

"Winter, can you hear me?" Weiss asked tentatively, receiving nothing but silence.

"Winter, respond" Ironwood added, hoping to hear anything.

"Blake, what's going on over there?" Yang asked "Blake?!"

"Hello?! Winter, Blake?! Are you there?!" Ruby called desperately.

"Come on, Schnee. If you can hear this, answer... please" Qrow added.

After a moment of silence "We hear you, Qrow" Blake finally replied.

"Blake!" Weiss' cried "Winter, is she...?" she hesitated to finish her statement.

"I'm fine, Weiss. A little singed, but nothing Arc can't handle"

Weiss let out a sigh of relief "Thank goodness, I thought we'd lost you"

"You weren't the only one" Qrow added.

Winter laughed "No, no, Blake here saved my life. Without her, I... well, I don't know what would've happened, but it wouldn't have been healthy"

"Good to hear you're still kicking, Ice Queen Senior" Slade jabbed.

Relieved as I am to hear your voices, we have a problem. Listen" Ironwood instructed.

"Our barriers are completely gone! We're not even putting a dent in that thing!" one voice cried.

"Stay in formation, Captain! we can't let that thing reach the city!" another ordered.

"It's too late, we're being overwhelmed! Without our shields, the Grimm are boarding the ship!"

"Hold strong, Captain! We need to keep them back until the evacuation is complete! Ironwood's orders!"

"Yes... of course... it's been an honor serving with you, Captain"

"And you, Captain"

Outside of Atlas, the airships struggled to compete with the strength of the Grimm dreadnought as it advanced toward them. As it continued its path toward the city, it crashed into one of the massive airships, catching it between its jaws and smashing through it with little effort. Nothing seemed to be slowing it down, already nearly to the edges of the floating island, headed right toward the academy. Ruby looked up at the gargantuan creature with fear.

"Oh no..."

"Salem's not pulling anything back anymore, she's coming..." Ironwood announced "We're out of time..."

Slade looked down at Defiance "I don't think my gun is big enough for that thing, James"

Ironwood nodded "You're telling me" he pressed two fingers to his earpiece "Ruby, are we clear to send ships through?"

"There's still a lot of Grimm here, but we should be able to keep them off the transports... if we start letting some Grimm through to your side instead" she proposed.

Ironwood sighed "Do whatever you have to do. All ships dedicated to evacuation, you have a new target..."

Yang turned her head back to see more Grimm had begun to follow behind her through the tunnels. Turning her head to the tracks ahead, she found a tram coming her way. Swerving left and firing Ember Celica to propel herself up to the ceiling, passing over the tram. Her eyes widened in shock when she saw an unfortunately familiar foe grinning up at her from the top of the tram, Tyrian Callows. He leapt up onto the front of Bumblebee, slicing both his wrist blades for her face. Yang managed to block them with her metal arm, keeping her opposite hand on the throttle as she went down the right side of the tunnel, back onto the tracks.

"Didn't expect to see me, did ya?" he laughed.

Yang pushed him back with her arm, only for him to flip over her on her shoulder, planting his feet onto the back of Bumblebee. Holding herself up by her hands, she kicked for Tyrian's face, throwing him back into the air, only for his tail to wrap around her leg, pulling him back onto the bike with manic laughter. She caught sight of a Sabyr closing ground behind them just before it pounced. Slamming on her breaks and swerving Bumblebee to the right, she avoided the Grimm as it soared overhead, firing Ember Celica into it's belly, killing it instantly. Yang twisted around, grabbing Tyrian by his tail and spinning him away from her, throwing him off the bike. His wrist blades latched onto her metal arm, pulling him back onto the front of the bike as she accelerated down the tunnel.

Planting his heels on the side of the bike, he leaned away from her, firing his wrist-mounted cannons at her. Yang deflected each round with her right arm, but she was unable to keep up with all of them at such a close range, several of them grazing her. Yang closed her metal hand around the throttle, disconnecting it from her shoulder and turning toward him fully. She flipped one foot after the other over his tail as it swung, landing on the back of the bike as he fully mounted the front as well, prepared to strike with a manic grin on his face.

"Get. Off" she demanded.

"Not without those" he pointed toward the Relics.

"Don't bother asking me to hand them over, you'll have to kill me first"

"I was hoping you'd say that"

Tyrian's tail thrust toward her, but Yang flipped forward, kicking it away from her and swinging her first toward him. His wrist blade blocked her strike, his opposite blade slicing for her face, only for her to trap it with Ember Celica, forcing it down as she kicked across his face. Twisting with her strike, she kicked a second time for his chin, knocking him off the bike. Tyrian wrapped his tail around her arm, pulling himself back toward her with a laugh. She spun through the air, untangling herself from his tail as she passed over him, kicking him in the back and throwing him back. Tyrian latched onto the back with his wrist blades, barely keeping hold of the bike. Yang mounted the bike once more and reattached her arm, swerving into the nearest exit up to the surface once more.

"Guys, I got Tyrian on my tail, and he isn't letting me go easy" she kicked her right leg back at one of his wrist blades "Get off!"

Tyrian's tail wrapped around the base of a street light as he lost grip with the wrist blade she kicked. Grabbing her leg by the ankle and planting his feet, he pulled back on Bumblebee, raising the front as she fruitlessly attempted to accelerate. He yanked her hand off the throttle, raising her over his head by her heel and slamming her down to the ground painfully, her bike falling on its side.

"Yang, where are you? Yang?" Ruby called.

Tyrian used his heels to pin her legs to the ground and did the same with his hands to restrain her by her wrists "As much as I enjoy the chase..." his tail looped through the handle of the Lamp, unhooking it from her belt "... you kids have been a massive thorn in her side" his grin widened.

"Let me go!" she struggled against his grip.

"Report, Xiao Long. What's your status?" Ironwood demanded.

"Ah, ah, ah" Tyrian wagged his tail at her "You're not going anywhere, and I'll be taking that Staff from you while I'm at it-" his head turned to see a Manta airship swoop down to street level facing directly toward them.

"Not today, you don't!" Maria grinned as she accelerated toward them.

"Maria, there's guns on this ship, we don't need to ram-" Pietro tried.

"Not now!"

"You again?" Tyrian growled.

Yang grinned, detaching her arm, she slammed her head into Tyrian's nose, stumbling him back off her with a cry of pain. Kicking her leg into the bottom of the Lamp knocked it skyward, flipping through the air. Tyrian looked up in surprise, moving into position to catch the Relic, only to be knocked aside by the Manta as it swung around, the back of it slamming into his side and throwing him back a significant distance. Yang reattached her arm, caught the Relic in her hands, then bolted toward Bumblebee.

"Thanks for the save, old timers!" she called back.

"Old?!" Maria grumbled in annoyance "Get goin' already, ya brat! I'll cover you from any Grimm who take an interest"

Yang took off on her bike "Sounds like a plan to me"

Tyrian forced himself back to a standing position and screamed in anger as he watched them escape. He dropped onto his knees and pounded the floor like a child throwing a tantrum. The city was overtaken by a massive shadow, Yang looked up to see the gargantuan Grimm had begun to pass overhead. The massive creature twisted around, touching down atop the academy.

"I really hope you've got a plan to take down that thing, Ruby" she muttered aloud.

"Yang, talk to me. Where are you?" Slade's voice called.

"I'm okay, Slade. I'm on my way to you now with the Relics. Maria's got me covered from the air, just make sure the ground is clear for me on each side of the portal"

Ruby spun on her heels, slicing upward through a Teryx as it aimed for the portal just as an Manta passed through it. Landing on one leg, she collapsed onto her back, struggling to catch her breath. Above her, a Nevermore launched dozens of razor sharp feathers down toward those defending the portal just as a Manta came around to head back through the portal back to Atlas. Just before the ship was struck, two green lasers burned through the feathers, protecting the transport as it passed through the portal. Using her Glyphs, Weiss scooped up Ruby, moving out of the way of the feathers raining down upon them.

"Easier said than done" she grumbled.

Qrow in Corvid form soared over the Nevermore, shifting back into human form, he spun down with Harbinger in scythe form. Hooking the curved blade around the top of it's neck at the exact moment Nora fired Magnhild into the bottom of it's neck, increasing the force of Qrow's strike into slicing straight through it, eliminating the large creature before shifting back into Corvid form. Several Sabyrs rushed towards the portal with a Teryx leading the way. Sable leapt over the Sabyrs and caught the Teryx by the wings, crashing to the ground with it in his grip. The rest of the Grimm made it through to Atlas, but the Teryx was fortunately kept in Mantle. Sable tore the wings off the creature, then stomped it's head into the pavement.

"I don't suppose we have an updated timetable, General?" he asked while reloading his weapon.

"Working on it!" he replied.

Slade at the entrance to the portal, firing Defiance into each of the Sabyrs that passed through. Ironwood stood at his back, firing Due Process into the Grimm descending from the air toward them, keeping them back from the transport ships and securing the portal simultaneously. Neo was chased down by a Goliath, stomping her into the ground, she shattered into glass. Twisting around, the Goliath roared in anger, the real Neo stood opposite the Grimm making faces to taunt the creature. It charged, before Neo could react, she was grabbed from the right, Blake swinging on the end of the ribbon on Gambol Shroud. The Goliath shifted it's attention to the left just in time to have a white Manticore smash into it's left side, crashing it into the side of a nearby building.

"Schnee!" Ironwood smiled.

The Grimm swooping down toward them suddenly started being shot out of the sky with surprising accuracy. The soldiers around Ironwood stared in awe, an entire platoon of Knights marched down the street toward them, firing their weapons into the Grimm, distracting them from the portal and the transports simultaneously. Blake landed beside Ironwood and Slade with Neo in her free hand, sliding to a stop on her heels.

"Blake, glad to have you and Winter join the party" Slade fired to his left as a Sabyr leapt through the portal, killing it before it could attack "Have you seen, Yang?"

Winter used her Glyphs to rush down the street toward them, stopping face-to-face with Ironwood "She's been leading the Grimm around the city before Tyrian attacked her. She's on her way here with Ms. Calavera providing cover fire. We need to make sure she has a clear path through to Mantle"

"Then we will" Ironwood declared "Soldiers!" he shouted "Everyone through the portal to Mantle! Secure the portal on their side ASAP!"

Commander Whitlock looked to him in surprise "But, Sir! You can't possibly expect to hold this side on your own!" he argued.

"Through the portal, that's an order!" he snapped back.

He swallowed "Sir!" he saluted "You heard the General, men! We're headed to Mantle!"

Winter frowned "You think we can manage without them, Sir?"

"You won't have to" he answered "Because you're going with them, all of you"

"James?" Slade asked.

"We don't have time to argue, Atlas is going to fall one way or another. The only way we have a chance is if Mantle is safe for the rest of us"

"I agree, of course. But how do you expect to hold this area by yourself?" Blake asked.

Ironwood smirked "Alone?" he gestured to the Knights fighting in the streets "They've got my back"

"The Knights? They've been hacked more than they haven't, James" Slade argued "You want to bet all our lives on them?"

"The Knights were made to limit human casualties, Slade. What better way for them to serve their purpose than to save the entire kingdom?"

Winter frowned "I don't like this plan"

"We don't have the luxury to make a plan we do like, we've only got the hand we're dealt"

Slade sighed "You'd better be right behind us"

"I will, I promise. Once the evacuation has finished-"

"General!" Blake pointed skyward.

From the head of the gargantuan Grimm atop the academy, a plume of black smoke raced through the sky down toward the portal. Ironwood swallowed from fear, taking a step back from the sight, knowing what it meant, the familiar feeling of dread overtaking them as it drew near. Ironwood turned back toward his friends with a defeated look on his face.

"Get through the portal, now"

"Sir-"

"Don't argue, Winter" he pleaded "Please, just go"

The plume of smoke crashed to the ground, coalescing into Salem's form before them. Blake stepped back toward the portal, gently pulling on Winter's arm. Neo gestured to Slade to follow her through the portal, earning a deep frown in response. Winter allowed herself to be led away from Ironwood.

"Just... promise me you'll be right behind us"

"You have my word"

She sighed "Okay... I believe you"

Slade stayed put while Winter and Blake moved to the portal. Neo pulled on his hand gently, but he remained firm "James..."

Ironwood smiled back at him "It's okay, Slade. I am ready to meet my fate"

Slade took a deep breath, closing his hand around Neo's "I know..."

Salem watched Slade follow behind Neo through the portal. She watched the Knights combating her Grim with great interest. They seemed to be completely oblivious to her presence, focused solely on the attacking monsters. She hovered over the ground toward Ironwood, who holstered his weapons as she approached. She smiled, his fear palpable in the air. She came to a stop before him, her hands gesturing out toward the city around her.

"See how easily my forces could overwhelm you, how quickly I could destroy you if I desired it"

Ironwood glared defiantly "I can assure you, the power you hold is clear to me, Salem" his words dripped with venom.

She watched as three Manta's traveled through the portal one after another through to Mantle "I can so easily sense your fear, General. And yet, you still stand defiant before me, as if I couldn't crush you into a pulpy mess in an instant"

"Knowing the risks of fighting you won't dissuade me from standing strong. I have a duty to these people, and I would die a thousand times before even considering surrendering to you"

She grinned "We shall see"

His hand rested on his pistol in its holster "Enough of the posturing, if you're here to kill me, then get it over with"

"You still don't understand" she chuckled "I don't want to kill you, I don't want to kill anyone, General. Well, Ozma certainly, but none of you are to blame for his crimes"

"You expect me to believe you've sought to destroy my kingdom, my home, my people? By accident?"

"No, this was not done on a whim. I do it out of necessity. If I believed you would simply hand over the Relics without a fight, I would've offered the opportunity sooner. But I knew how obstinate you'd be, so I waged a war with your kingdom from within and without"

"Is that why you had Tyrian hunt down all those Huntsmen in Mistral? Why you killed Leo? Because he was being obstinate? Because he resisted you?"

Salem's expression dropped "That was different. That... was pest control"

Ironwood's open hand shook with rage "Pest control?!"

"I am not here to debate the past, mistakes or not. I am here to offer you an opportunity one last time, before you lose everything"

"I don't care what you are here for, I want you out of my city, now"

Salem stared down Ironwood, narrowing her eyes at him. With a wave of her left hand, the gargantuan Grimm opened it's maw, unleashing a powerful blast of electrified violet flames, piercing through dozens of buildings on the east side of the city, leveling them as explosions tore through the streets. Ironwood stared in shock, awe, and horror at the sight.

"Now that I have your attention, General. Let us be civil, lest I turn my attention to Mantle"

Ironwood turned back to her with rage "What do you want?" she smiled in response.

Commander Whitlock passed through the portal with his men in tow "Defensive positions!" he ordered "Push the Grimm back, we need this area secure ASAP!" he ordered.

Ruby pulled herself to her feet "Did Ironwood send you?" she asked.

"Yes, Ma'am!" he saluted her "Ms. Rose, Commander Whitlock, reporting! Do you have orders for us?"

"Uh, I, uh, well... that's not really..." she cleared her throat "No, Commander. As you... were" she answered awkwardly.

"Yes, Ma'am" he turned away and joined his men in fighting off the Grimm.

Winter and Blake passed through the portal to Mantle, taking in the sight of the battle before them. The soldiers under Whitlock had taken up positions around Ruby's team, pushing the Grimm back with their efforts. Weiss turned back to see Winter with tears in her eyes, gasping at the sight of her.

"Winter!" she rushed toward her, wrapping her arms around her sister in relief.

"Weiss" she breathed out as she returned the embrace.

Ruby turned back to her friends with a smile "Blake" she grabbed her into a hug.

"Hey, Ruby" she smiled "It's good to see you're all okay"

"We're hanging in there" Qrow answered as he approached "Hey, Ice Queen" he smiled to Winter.

"Qrow..." she smiled warmly at the sight of him.

"Ugh, get a room you two" Slade called as he passed through the portal.

"Oh, don't act like you and Yang weren't all over each other up there" Blake shot back.

"No, I don't remember that" he clearly lied "Good to see you're all alright"

"Us? You're one to talk" Nora pointed out "Last I knew, you were fighting us. And before that you were in the hospital... again!"

"Well, yeah... that happened" Slade took a look around "Where's Jaune and Ren?"

"They're with the civilians" Sable answered "What's the situation in Atlas?"

Slade blinked in surprise at the sight of him "Sable, you're... wow..."

"Yes, I know. Answer the question"

Slade collected himself "Right, of course" he sighed "Salem is in the city... and James is confronting her"

"He's what?!" Weiss asked in shock.

Penny swooped down and landed beside them "Is he okay?! What happened?!"

Slade sighed "We don't know. He stayed behind and sent us through to make sure Yang had a safe place to take the Relics"

Three Manta airships passed through the portal at that moment "Then we'd better get to it. If Salem is up there personally, we don't have much time" Winter suggested.

Ruby prepared Crescent Rose, marching to the front of the line of soldiers fighting off the Grimm "Let's take these Grimm down" she grinned, her eyes glistening.

Ironwood growled in response to Salem's answer "I won't be surrendering her to you under any circumstances, no matter the consequence"

"You delude yourself into believing you have a choice. Last time I offered you this choice, you were in a position of power. But now, your defenses have crumbled, your city is being held hostage"

"Everyone, evac transports report all evac zones have been cleared of all civilian and military personnel. We're in the clear! Jaune reported.

"Yes! We've done it! Now we just need the Relics to end this" Ruby declared.

"I'm in the final stretch, guys" Yang announced "I can see the portal now... woah... is that Salem?"

"You're clear, Yang. We've got the situation in hand here in Mantle" Slade replied.

Ironwood heard her and prepared for a fight "Even if I wanted to hand Ruby and the Relics over to you, I couldn't. None of them are here anymore"

Salem laughed "Don't attempt to lie to me, I know the Relics are still here. I can still sense their power in the air"

"Is that so?" he started to remove the pistol from his holster.

"Yes, almost like they're... behind me?" she wondered aloud.

Turning her head, she howled in pain as Ironwood fired a round into her knee. Salem looked up just in time to catch sight of a shocked Yang pass right by her on Bumblebee with the Relics. With a roar of anger, she lurched toward her, only for Ironwood to catch her by her ankle, doing his best to restrain her. Salem unleashed a powerful burst of dark energy, throwing him through the air into a nearby building, crashing through to the other side to the street. She soared toward the portal, crashing into Penny Polendina as she came through the other side, slamming her to the ground.

"Guys! Use the Staff now!" Penny shouted.

"No! Release me, mindless pretender!" she overpowered Penny and threw her aside, then soared toward the portal once more.

Yang passed through the portal, skidding to a stop "Salem's right behind me!" she shouted.

"The Staff, Yang!" Winter called "Use the Staff!"

"How?" she asked as Maria's Manta passed through the portal.

"Just hold it and focus on using it!" Oscar answered quickly.

"I'll slow her down!" Penny soared through the portal to Atlas.

"Penny, wait!" Ruby called after her to no avail.

Yang dismounted Bumblebee and removed the Staff from her back "Guys! Use the Staff now!" Penny shouted through their earpiece.

"Okay..." Yang took a deep breath as she focused her mind.

Holding the Staff in her hand, time slowed to a crawl, eventually stopping. Cyan smoke billowed from the jewel topping the Staff as the group looked on in anticipation. A muscular figure took form before them, flexing once again.

"Finally, talk about leaving a guy in suspense-" Ambrosius faltered when he noticed the blonde holding the Staff "Well... you're not who I... expected" he mused as he took in the sights around him.

"Woah..." Ruby breathed out in awe.

"I know, I'm pretty amazing" he flexed once more "Ah, you again" he leaned down to Slade's height "At least I know I wasn't in there very long this time"

"Good to see you too, Ambrosius" Slade replied with his arms crossed.

"You've seen him before?" Ruby asked.

"Ironwood and I spoke with him before we decided not to use the Staff in Atlas. He explained to me the plan, more or less"

"Oh?" Ambrosius leaned back as if sitting in a chair "So you and the tin man came to an agreement? Last I saw you two started shooting at each other"

"Shooting at each other?!" Yang bellowed.

Slade winced "We had a bit of a disagreement, that's all... mostly. Doesn't matter, we both agree this plan will save everyone"

"Then you'd better start talking. Whatever we do is going to have to be smart" Qrow replied.

"Why?" Weiss asked.

"Her" Winter pointed to the portal, Salem's upper body had managed to make it through but wasn't close enough to the Staff to witness it's use.

"We're fortunate Penny stalled her" Sable noted.

"No kidding" Nora sweatdropped.

Neo swallowed fearfully "I hope you have a good plan" she signed.

"I can't take the credit for this plan, this is all James" Slade replied "He wants to make a barrier around Mantle that'll keep the city safe from both Salem and the Grimm, as well as from Atlas when it falls"

Ambrosius hummed with interest "While the idea of a barrier itself is rather paltry, one that's capable of doing all of that would be... complicated"

"Why?" Blake asked.

"Well, making a barrier that could protect from a falling city isn't complicated. I just need a reference, but making one capable of keeping the Grimm and Salem out? I don't know anything capable of achieving such a feat"

"We do" Ruby smiled.

Nora furrowed her brow "We do?" Ruby held up one of the casings they'd used to remove the Grimm fluid from Salem's followers "Oh..."

Ambrosius leaned down to see it "I'm gonna need some blueprints or something for reference"

Weiss looked at Slade "I don't suppose you happen to have those?"

Slade smiled "I do not, but all of you do" he held his hand out to her "Scroll"

She furrowed her brow, removing her Scroll from her pocket and handing it to him "I don't understand"

"Simple, James sent out the schematics for Hard Light barriers and these Grimm fluid traps the moment he decided on this plan. That way, as long as I wasn't the only one using the Staff, we'd be able to follow the plan properly"

"Smart" Qrow chuckled "Good thing he planned ahead then"

"So it seems" Sable agreed.

Ambrosius looked over the schematics for both devices with interest "Very well thought out... now, you understand I cannot destroy, correct? Goes against the rules, so any of the Grimm inside this barrier, and, well..." he gestured to Salem "You understand?"

Ruby smiled "You wouldn't be destroying them, the Grimm themselves are made completely of the fluid this was made to extract. You'd just be moving them from inside the city to the outside, as for Salem, she regenerates from any damage and therefore cannot be destroyed. But, she still has that Grimm gunk inside her, so she would also be removed to the outside of the city, right?"

He smiled "Well, this is very interesting" his smile dropped into a concerned frown "I can't be sure exactly what will happen to her as a result... and a barrier that stops something as powerful as a falling city would stop nearly anything from piercing it... fascinating..."

"There's one other thing" Slade added.

"What is it?"

"This barrier needs to only be used to keep anything capable of destroying the city out, and to remove anything Grimm from within"

Ambrosius frowned "That is... carefully worded"

"We have friends caught outside of Mantle at this moment, we don't want to trap them outside... or ourselves within the city. If we remove the barrier to leave, Salem gets the Staff, and if we can't get out of the city, we die. And we don't plan on abandoning the rest of Remnant to Salem's wrath"

"Remnant is your home too, would you like to see Salem destroy it from the safety of the Staff?" Ruby asked.

Ambrosius sighed deeply "You raise a curious point, girl" cracking his knuckles "I suppose I could use a bit of my... creativity"

He made several quick hand movements, a bright glow emanating from his palms. A stream of mist moved through the air to surround the city. Mantle was enveloped by a translucent cyan tinted protective sphere of tessellating hexagons. The Grimm around the city looked as if they began to pull and stretch, a black mist emanating from them in their frozen states, though Salem seemed to be unaffected.

Ambrosius snapped his fingers with a grin "And it's done. Good luck, kids" he vanished in a puff of cyan smoke.

Salem crashed to the ground between Ruby and Yang, her hands reached up to her head as she screamed in agony. The Grimm around the city fully turned to a black mist and moved toward the barrier, removing them from the city, passing through it. The mist coalesced into their original Grimm forms outside the city, leaving them unharmed. Salem convulsed on the ground, her body reforming from the Grimm fluid within her.

"Make it stop! Make it stop!" she screamed.

Her legs reformed, allowing her to stand once more. The Grimm fluid rose to the surface of her skin, forming into a silhouette behind her, a near exact copy of her made from Grimm fluid. She continued to scream in anguish, her eyes filled with rage as she looked upon Ruby. Her hand extended toward her, but she found herself being pulled away from her. Salem suddenly lurched backward, soaring through the air to the barrier around the city. Once outside Mantle, she slammed down into the snow. Raising up from the ground, she screamed in a fit of rage, coalescing into a cloud of black smoke, she slammed back into the barrier, despite the incredible amount of force she exerted on the barrier, it didn't buckle, resisting her power.

"It worked... it worked!" Yang cried in relief.

"We did it! We won!" Ruby added.

Each of them started hugging each other, celebrating their victory over Salem. Mantle had been saved, and now not even Salem could reach them. Slade stood apart from the group, staring up at the city of Atlas through the translucent barrier. The portal to Atlas remained open beside them, the sound of them celebrating barely even registered with him as he silently prayed. Maria landed her Manta in the open area, opening the doors to reveal Jacques, Whitley, and Klein inside.

"Winter, Weiss!" Whitley called, rushing out of the Manta.

"Whitley!" they replied back as they embraced.

"Ah, my daughters" Jacques sighed in relief as he approached "I am delighted to see you both well" he wrapped his arms around them all.

"Penny, James, come in... can you hear me?" Slade asked.

The others all turned to look to Slade in realization, all of them following his gaze up to the now descending city of Atlas. Neo approached Slade from behind, a deep frown on her face. She moved in front of him and looked up at him. Sable joined him, placing his hand onto his shoulder, but he remained silent, knowing there were no words of comfort to be had in this moment.

Pietro came from the copilot seat, hopping down to the ground "Where... where is Penny?" he asked looking around "Ruby? Where is my little girl?"

"She... she's..." Ruby looked back to him "She-"

Suddenly Penny came soaring through the portal with Ironwood in her arms, slamming to the ground on her back, sliding to a stop against the Manta. Everyone stared in shock, all of them taking a moment to process what had just happened.

"Penny!" Pietro called, rushing to her side.

Penny looked up at him from her place on the ground "I did it... I got him..."

He smiled at her "You sure did, sweetheart. You sure did"

Slade approached, looking down at Ironwood "Is he...?"

"He's alive..." she panted out "He's alive..."

The tension in Slade's shoulders left him, sighing in relief "Thank goodness" he moved over to Bumblebee and leaned against the seat.

Yang moved to join him, wrapping her arms around him, leaning her head against his shoulder "We did it, Slade"

He leaned his head against hers, wrapping his arms around her as well "We did... who'd have though it?"

The city of Atlas came down upon the barrier above them, splitting apart against the strength of the sphere. The ruins of the city crashed to the ground surrounding Mantle, crushing hundreds of Grimm beneath it. Far above them sat the angered form of the gargantuan Grimm, having now lost it's new perch. What was left of the academy was now nothing more than another ruin amongst what was once the city of Atlas.

That's all for now guys! I hope you guys all liked it, and hopefully the next chapter won't take over three months for me to finish!

On an unrelated note, for those of you unaware, RWBY has found a new home with Viz Media and hopefully we'll be getting news on any more content they'll be releasing for RWBY in the coming days. Until next time!