Whew! This was a lot! This chapter is nearly 15,000 words excluding Author Notes.

There was a lot happening, there might be one gripe all of you have but I will explain my case in case I'm right at the bottom.

Either way I hope you enjoy!


Grimm Machine

Kron was panting while staring at this...thing, that calls itself Ace.

Whatever it was it had multiple Semblances, kind of like Soul Dust users like Slate or Bertilak. Only this thing is far stronger than they were.

On top of it he was exhausted.. he wanted... needed to rest.

That's fine, it only made his blood boil even more, and a grin shown on his face.

Kron ran forward with a smile on his face.

Ace took a step back as he watched his target heading for him.

Metal showed on his right arm and forming into a boomerang, Fetch. He then tossed it towards the boy.

Kron ducked underneath before throwing a fist into Ace's waist.

Ace was then coated in lightning, using Harriet's Semblance to side step out of the way.

Kron then threw a kick to the side of his head.

And Ace blocked it and threw a straight punch towards his face.

It did land but Kron grinned as he used the momentum to backflip and he threw an uppercut once he flipped all the way around, he then grabbed him and pulled him to face the boomerang headed his way.

Ace rose two fingers and pointed at the boomerang. "Stay"

The copied Fetch froze in mid air.

Kron then got behind him and threw a punch into the back of the Android's head.

It landed making the Android lean forward, but at his feet clawed Aura sprouted rooting him to the ground.

Ace then rose his left hand forming Elm's Warhammer and slam it across Kron's face.

The Saiyan stumbled but then tried to kick straight into his back.

The Android then jumped away from the kick, the Android then stopped pointing at the boomerang allowing it to head towards Kron's face.

The Saiyan slammed his hands together catching Fetch into his palms.

But Ace landed behind Kron and stretched out his arms forming long Aura vines and wrapped around Kron's body.

He tried to move from the restraints.

And the Android threw a kick into the side of his head, then the other side, multiple times while Kron wasn't able to break free.

Ace then rose his Aura arms and turned before slamming face first into the ground.

Kron was on the ground in a crater with chunks of ice, he pushed himself up showing his whole mask was now destroyed. "Damn it..."

"I believe now you know you are outmatched."

The Saiyan growled before turning to see Ace standing over the edge of the new crater.

"I can just incapacitate you, ease your pain, put you in stasis, you will be much more valuable to come with me alive." Ace said with his hands behind his back. "Do so and perhaps we will make use of you... otherwise, we can always just use your corpse."

Kron gritted his teeth and glared at him. "You idiot! Your using Semblances of people I've beaten on my own, do you really think that's enough to put me in the ground!"

"No, but the month supply of Aura is." Ace responded. "Now come, meet your end."

The Saiyan yelled and flew over in an attempt to destroy whatever this thing was.

XXX

Ice Spear Arena

Ruby heard the explosions outside she wondered what was going on, it sounded like Weiss and Blake couldn't stop the fight from happening.

"Ahhh"

The younger sister turned to Yang who was rubbing her arm and looking into the palm of her hand, it was trembling.

"Yang!" Ruby yelled and hugged her big sister.

"Hehehe" Yang giggled. "Heya sis, did we win?"

Ruby looked down and shook her head. "We almost did." She responded. "If you had landed that last punch we would have done it."

"Damn" Yang responded. "I remember now, I hit him once, but then he flipped out of nowhere." She remembered when she used her blended energy or what Ozpin called 'Oraki', he then used the momentum of her punch to backflip to keep himself in the circle, she threw one more punch and then she her vision went blank. "Man, sorry Ruby, I should've stayed awake I would have loved to see the look on his face beating him at his own game."

"Ozpin did tell us to try not to use it more than once in a few days, don't worry sis it's not your fault, besides we knew he would be even stronger than the last time we saw him." Ruby reasoned with her. "But on the bright side did you see what you did?"

The blonde said nothing but then she looked at her right hand, there was blood on it, she brushed her thumb against the blood and she realized that it wasn't hers. "Wait, that.. was real?" She asked. "I.. made him bleed?" She thought that was a hallucination from being on the brink of getting knocked out.

"Yeah you did!" Ruby yelled. "Y'know what that means? He's going to tell us where he's come from!"

"Guess that's a win." Yang responded. "Still would've loved to see how he looked when I did that." She smiled, she thought her training would never catch up tp him, but making him bleed was a huge step, she thought that the gap had increased even further, but in truth... the gap has decreased.

Next step is taking full control over Oraki, then with training maybe, she can get that fight that she hoped to get out of him.

*Boom!*

The Ice Spear Arena shook as an explosion took place outside.

"What was that?!" Yang yelled as the entire arena shook.

Ruby looked up and at Yang. "Right, Yang I got to go you rest up, Atlas is attacking Blake and Weiss are trying to stop it! Stay here I'll go and-"

Yang immediately got out of bed but groaned.

"Yang stop!" Ruby yelled. "You're already hurt and-"

"Don't care." Yang said as she stood up and cracked her knuckles. "Come on sis."

Ruby wanted to argue more but there was no stopping her when she made up her mind.

"Right"

And as Team Leader she'll make sure she won't go too far.

And even more that Kron doesn't.

XXX

Arena Entrance

Eclipse was smiling with his arms at his side. "I'm impressed, you four fought deligently and you even possess the same power that he has."

Around him were several Faunus on the ground bleeding with arms bended the wrong way.

Only two were conscious, a man with scaly arms, a Komodo Faunus.

The other a woman with black spots like a cheetah all her over body.

Both of them were panting and looked at their comrades.

One hit, that's all it took, and already they were decimated.

"So" Eclipse began. "You're leader, where is he? Is he fighting the Ace Operatives again? Please direct me to him, he and I have important matters to discuss."

The Komodo Faunus trembled at what he was seeing, it was a nightmare, two Ki users were down after one hit, this man was a real monster.

"Very well"

Both Ki using Faunus heard that voice from behind, they just noticed that the man wasn't in front of them.

Eclipse placed his hand on their shoulders and grinned. "If you refuse to tell me then I will have to see if I can convince you." He said matter of factly.

Neither of them could move, or rather they couldn't, it was as though he was the personification of fear..

"My father has a complete understanding of anamoty, human or Faunus, as such he taught me all the vital and non vital areas. Do you understand what that means?" He began to squeeze making blood seep out. "I know where to attack you to cause the most pain." Both Faunus were blue in the face. "...and keep you alive, wishing for death, but I will only grant it if you tell me where he is."

The human shaped Grimm was about to enact this horrid declaration but the two seemed to have vanished.

"Swift" He looked at the rose petals surrounding him before turning towards the entrance, he looked surprise at what he was seeing.

Standing over the two Ki users he meant to torture were two familiar faces.

A girl with a yellow jacket, with long blond hair.

And a girl in a red jacket with dark red hair and... Silver Eyes.

"Hey!" Ruby yelled at him. "Who are you? Are you with Atlas? If so you need to stop now, please!"

Eclipse said nothing only looking into her cursed eyes, he remembered the sting they gave him in his gigantic form.

"She asked you a question." Yang said while punting into her palm. "Who are you?"

The Hybrid looked at Yang and remembered her, then at Ruby.

"I'm a bit sad that you don't remember me, then again I can't blame you considering I looked vastly different than the last time we saw each other." Eclipse responded.

"What?" Yang asked before turning to Ruby. "You know this guy?"

"First time I met him."

The hybrid smiled at the two before speaking. "Nevermind that, sorry but I do not feel like introducing myself again, not unless it's to Him." He looked at the two for a moment. "Ah, I think I saw you on TV at the Vytal festival, you are Team RWBY correct?"

"R-run"

Yang and Ruby turned to the Komodo Faunus who they saved.

"We need to get away, this guy I..." The reptilian Faunus couldn't stop shaking. "I think he's as strong as High Leader Kron."

That statement shocked the duo momentarily.

But Yang recovered from it first and glared at him. "There's no way."

Eclipse looked at Yang with a friendly smile. "Ah, I see you have admiration for him, understandable since he is considered to be the world's strongest, however we haven't settled if that title belongs to me." He said with a smile. "I wish to see if now I can compare."

Yang could feel a sudden tension from this guy, every part of his body is telling her that this guy was something to worry about, but it only made her commit to this even more.

Ruby stood by Yang's side holding her scythe ready to help her sister.

Just as something might have started a black Glyph surrounded Eclipse.

"Hm?" The Arch Grimm stared at the symbol surrounding him, he felt like he was heavy. He remembered this, it was the Schnee Glyphs his father warned him about in case the Winter Maiden was at the meeting when he tried to take the Crusader Armor.

Then he felt something cold and thin at his neck, he looked down to see a black blade pressed against his neck.

Blake stood behind him ready to stop him if he moves.

Ruby and Yang looked around until they see Weiss standing on a White Glyph.

"Weiss!" Ruby yelled. "What happened? Who is this guy?"

"I was going to ask you!" Weiss yelled down to her before looking down at their new opponent. "Kron got attacked by someone we don't know, before we could think of what to do someone from the White F- I mean Scourge whatever told us someone showed up attacking." She said to her before looking down at him. "But whoever he is, he's not from Atlas, I promise you."

Eclipse was still smiling even as a blade held his neck.

"Why are you looking for Kron?" Blake asked as she pressed the blade to his neck.

The Arch Grimm kept his smile as he spoke. "No one you need to concern about, however just know I am his best friend."

That made Team RWBY pause.

"Best friend?" Yang asked. "He.. never mentioned you."

Eclipse chuckled. "I suppose he wouldn't after all he thinks I'm dead."

That only seemed to confuse them further and made them contemplate what to even say to that.

"Still haven't put it together, as I said, I can't blame you." The Human Grimm said as he moved his arms, it shattered the Gravity Glyph surrounding him.

Blake was surprised at how easy he broke free from that and tried to cut into his neck, she knew he was dangerous something about him made her not hesitate to take him down.

But it meant nothing as Eclipse slammed his elbow into her stomach, but she glowed purple.

Eclips was surprised as the woman exploded and once again filling Kron with the same feeling he practically memorized making him smile as a cloud of smoke appeared.

Blake was shown jumping to team RWBY's side.

Weiss landed beside her teammates and looked at the smoke screen. "Be careful! I put my Aura and Ki into that Glyph he shouldn''t have been able to break free so easily."

Yang was starting to believe that maybe what that Komodo Faunus said was true, was he as strong as Kron?

"Just from that I can tell." The smoke cleared revealing Eclipse once again with no injuries shown. "You four have his power only above what his men have, tell me are you also apart of his White Fang? I suppose he's willing to accept humans under his command."

Yang was about to attack but then Ruby put a hand on her shoulder. "We have to be careful Yang, this isn't like Kron's game, if he is as strong then he might..." She paused while looking at him. He might be out to kill.

"Right" Yang knew what she was going to say, it's almost like the first time their whole team fought Kron, hopefully this will have better results.

Eclipse walked forward still wearing a smile as though he didn't have a care in the world, he was going to make it simple, he will play with them like he used to in his previous stage as though they were toys, then when he's bored he will force the location out of them.

Or... if they prove themselves to be what he needs then he will have them perform his other objective.

"Checkmate!"

Both Weiss and Blake dashed at the sides of Eclipse with their weapons raised.

Eclipse didn't even look at them his eyes were forward.

Weiss attempted to pierce into Eclipse's shoulder while Blake went for his waist.

The human Grimm was about to spread his arms to strike them both in the face.

But before they could land the two vanished showing only red rose pedals, he glanced upward to see the Silver Eyes holding both Blake and Weiss.

So her Semblance combined with that weird energy makes her much faster, fascinating, he wondered if it can turn the lesser species into real warriors, what would it do for his kind.

Just as he was lost in thought Yang had gotten in front of him and threw a left punch for his face.

But Eclipse lifted an arm to move the wrist and just miss his face.

She wasn't down yet and tried to throw a kick.

But the human Grimm blocked it with his right arm.

She then threw a right fist for his abdomen.

Only for Eclipse to grab her wrist.

"Good effort, still, your a farcry from Him." Eclipse taunted his prey.

Yang growled and tried to move but she was trapped in his grip.

"You were carrying Kron correct?" Eclipse asked still gripping Yang.

"What?" Yang didn't understand what he was asking.

"Yes, you did, you were trying to take him to safety you must be real close with him, isn't that right?" He asked looking at her.

The blonde was confused what he was talking about, carrying Kron, she did do that, the day he turned into- wait that means. "Are" She paused looking at him. "Are you..."

Eclipse smiled at her. "Figuring it out yet?" He asked before slamming his head into hers.

This forced Yang to step back from the headbutt.

Ruby flew down and slashed her scythe down.

But Eclipse side stepped and it missed just slightly.

Blake then appeared by his side and slashed at his side.

The mutant Grimm grabbed the blade into his hand before tossing her kicking across Blake's face sending her aside.

He then turned and threw a fist into Ruby's stomach sending her away, Yang got behind her and caught her before she could crash into an ice wall, she then placed Ruby on the ground. "Sis, try to catch your breath." She told her before turning to what might be the strongest opponent they faced.

Weiss tried used a Glyph to make a small red fire Glyph appear beside his face.

The mutant merely moved his head as a small explosion appeared but didn't actually hit him before jumping upwards in front of Weiss to fast for him to react, he then chopped down her shoulder sending her downward.

Yang reached out and caught her before she could land.

Weiss growled while holding onto her shoulder.

Eclipse landed on the ground still smling at the four. "I hope that wasn't all you have, if you can't show me more than I will have only have one use for you." He said to them. "Please choose you're next move carefully, I rather not waste too much time on my warm up."

Yang squeezed her fists looking at him before turning to Weiss. "You alright?"

"I'm fine, he's just toying with us, he's starting to remind me of Kron, maybe they are friends." Weiss responded.

"Kron loves to talk, he would have told us about him." Yang responded but couldn't stop thinking of what he said, that he knew she carried him. How would he know that? Was he watching from the sidelines. Wait he said he looked different that they met, but... what is he talking about? They hadn't met anyone, but that monster they saw... no, that isn't possible.

Blake lifted her sheath which doubled as a gun.

Ruby lifted Crescent Rose and pulled the trigger.

Both of them focusing their Ki into their bullets making them more destructive.

Eclipse moves his body evading all the bullets, no longer was he smiling he was starting to get bored .

Looks like they will need Kron after all, they don't have the power necessary to evolve his men.

"Weiss" Yang stepped forward. "Let's try what we used to knock out my dad."

The Schnee remembered that and nodded.

Eclipse leaned back as the Silver Eyes tried to attack him with her scythe.

And he tilted his head as the Cat Faunus tried to swipe at his face.

The mutant yawned into his hand watching the two looking at him, they were stronger than a Maiden but still their power isn't even equal to Kron even the last time they fought.

Weiss stabbed into the ground and opened her eyes.

A white Glyph showed beneath Eclipse and it propelled him upward.

Looking up he saw the blonde floating over him with her right arm pulled back.

"Easy to stop." The hybrid lifted his hand.

But then a black Glyph appeared behind her, the gravity was added to her fist and she raced down to him.

Eclipse watched her suddenly get faster and was unable to stop her.

Yang slammed her empowered fist down on to his face.

The two slammed into the ground making a huge snowy crater.

Ruby and Blake were sent flying back from the force, but white Schnee Glyphs formed behind them keeping them from going too far.

They landed beside Weiss who was panting, she had used a good amount of Ki into that.

"Come on, I don't think it's over yet." Blake told them and raced towards the crater along with her teammates.

Yang looked down at the man he struck down, to her shock he looked awake but he was in shock, his eyes were looking at the hand she struck him with.

Eclipse wasn't in pain, he couldn't feel any, but what he noticed something, the smell of blood on her hand even though he hasn't given her a scratch.

The blonde stood up and was about to jump away from the monster.

But then Eclipse grabbed Yang's hand.

She growled as she felt the iron like grip on her wrist.

Eclipse stood up showing that he was a few inches taller than Yang and focused on her hand.

She didn't know what he was doing but she tried to attack him, she threw a punch across his face making his head turn but he was still fixated on her other hand, she then slammed a kick into his side and punched into his stomach, it was enough force to make his body move but he showed no reaction to it.

Eclipse was staring at the dried blood on her finger, from the scent it wasn't hers, she had struck someone. This scent it wasn't human... or Faunus. There was only one time he had smelled that. "You" He looked down at her. "Did you make wound him?" He couldn't fathom that.

Yang didn't respond and pulled back a hand showing a yellow ball of energy before closing her hand into a fist, she then thrusted her hand forward aimed at his abdomen. "Heat Spread!" She fired her shotgun like technique firing multiple Ki blasts at once only aimed at his stomach.

Eclipse was then surprisingly forced to stumble back as multiple Ki shots struck across his upper body.

Yang then jumped out of the crater and landed on the edge, beside her sister.

"Yang!" Ruby yelled standing by her side."Are you ok?" She knew that she wasn't in perfect shape since she used Oraki earlier being forced to someone who arguably rivals Kron was too demanding.

"I'm fine." Yang said trying not to show fatigue. "I... I don't think I even scratched him though." This guy wasn't normal she feels almost like the first time she met Kron, he had power that seemed like at a different league.

Team RWBY looked down at the normal looking man.

Eclipse was shown to have his shirt in his jacket was now destroyed showing his muscular abs with no damage only a small bruise was shown. "Blast it, it I like these clothes, wait I wonder if I" He closed his eyes and focused, the skin on his abs became black and made a new shirt out of his skin. "Huh, Biokinesis is a wonderful power, it would have been nice to know I could do that when I molted into this body." He commented remembering when he was naked before he met that gang.

He then looked up at Team RWBY who were staring down at him with combat stances though they weren't making a move, they seemed to know just how strong he was.

But that wasn't what he cared about at the moment he set his gaze on Yang. "You, that was his blood wasn't it? You a non Maiden human made the Scourge of Anima bleed?"

That surprised the four, he knew about the Maidens, Ozpin said that very few new that they exist just who was this guy?

Eclipse wasn't annoyed that he didn't get an answer he only chuckled lightly before going into a full blown laugh which seemed to make them uneasy. "Yes, you did make him bleed, how grand, perhaps I will not need to ask Kron for that favor after all."

"Favor?" Ruby asked him. "Your doing all this because you want to ask him a favor? He's not going to do what you want when your attacking his people!"

His people? Seems like they don't truly know that he is something new, he knew that from the last time he smelled his blood. He then jumped from the crater on the other side from the edge of the crater that Team RWBY is standing.

"Wrong actually he would have been happy to do me this favor." Eclipse said smiling while lifting his hand. "However since he seems preoccupied at the moment I believe you four will be up to the task." He snapped his fingers confusing the four young women.

Team RWBY were wondering what that snap was for but then Weiss noticed something above Eclipse. "Look!" They looked at the sky and saw a black figure falling.

It landed right next to Eclipse it was a large coated in black scales showing the wings that belonged to dragon along with a white skull, instead of the usual red eyes Grimm it had yellow glowing eyes.

They felt a sene of familiarity looking at that thing it triggered an unpleasant memory, the monster that Kron had fought.

That wasn't the end of it as another figure landed by Eclipse's left showing wings only they seemed to be feathery, along with an owl's skull over a smaller but still well built body.

Another showed with a horned mask like a Nuklavee with teal blue eyes with a more skinny body with clawed hands.

And finally another jumped from the snow with a mask with long rabbit ears with a horn at it's head with a well built body.

This was far worse than they thought, not only was there one of these Grimm but four?!

"Team RWBY" Eclipse spread his arms. "Meet Team MUNE, my royal guard."

As he said that Team RWBY couldn't fight the urge to step back still keeping their fighting stances.

"Are those.." Ruby began. "Weiss, tell me this is some kind of trick?" She asked remembering the monster that fought Kron six months ago.

"No" Weiss gritted her teeth. "This couldn't get any worse."

Yang remembered what he had said earlier that she was carrying Kron, only her team, Ozpin and everyone else that was there that day knew what she did. And these four they are just like that monster, that was when it hit her. "You, are you that monster? The one Kron fought?"

Her teammates looked at her confused before looking at the monster.

The Grimm King smiled before bowing politely. "Finally you remember, it is I, the Grimm King." He spoke in the same tone his men do.

"What?" Weiss asked. "Your a Grimm? Nonsense, you, you look so-"

Eclipse looked at the four before half his face began to change, showing the part of the crown like mask that he had in his previous stage.

That disturbed the four woman staring at the man, the monster they were confronting.

"Now then" Eclipse began. "I don't know how you made Kron of all people bleed, but you better use that kind of power facing these four they are even stronger than I was when I fought him the last time."

That shook the four, Yang felt a rush hearing that but she also looked at her teammates, especially her little sister, she had to find away to get Kron's attention, they couldn't do this.

Eclipse turned to Metzli and smiled. "Alright, attack them but don't kill them, if they can make him bleed they might be able to push you to the next step."

Metzli looked at the four that his leader was ordering them to attack. "What of the Silver Eyes? She's a problem and Lady Salem would want us to bring her alive."

The Grimm King kept his smile. "My father, your creator made it so you can survive it, remember we are not completely Grimm, besides if that is enough to kill than you are not fit to be one of us." Part human or not they are Grimm, only the strongest survive.

"Very well, my King." Metzli responded.

"Get ready!" Yang yelled lifting her arms up ready to fight. "Girls, run! Find Kron I'll buy you the time you need."

They felt a strong urge to take it, but they know if they leave Yang may not make it even if they get Kron.

"Not happening!" Weiss yelled.

"Right" Blake said pulling out her sword and sheathe.

"Team RWBY sticks together!" Ruby yelled spinning her scythe.

Yang hoped they would listen but knew it would do no good to convince them so she just watched as the four Grimm jumped from the other side of the crater to where they are.

"Bring it on!" Yang yelled jumping first towards her opponent, Ekhi the Zhu-Long roared seeing her.

Blake was headed towards Nox the Owl like Grimm flying towards her.

Weiss stood on her Glyph waiting for the skinny Grimm Uvula jumping towards her.

And finally Ruby pulled her scythe back as she was headed towards the Rabbit like Grimm with his arms spreader around.

Yang slammed her fist into the dragon Grimm's face while they were in the air.

The Grimm's head moved back.

And Yang threw a fist into her stomach before throwing an elbow aimed for across his face.

Ekhi caught it within his palm.

Yang threw another fist towards his face.

Ekhi caught that as well. "Pathetic human, fight harder, I will not keep you alive forever."

That shocked Yang hearing this thing talk.

Which the Grimm took advantage of and tossed her upward before flying up and slamming a knee into her stomach, then he flipped and slammed his tail down her back sending her falling into the snow.

Yang looked up rubbing her head at the dragon like Grimm flying over her.

Ekhi then opened his mouth unleashing a breath of fire towards the girl.

The blonde jumped out of the way as the fire melted the snow, she looked up at him before flying towards him to try to attack him again but it wasn't going well as the dragon Grimm blocked everything she threw at him.

And the others weren't faring any better.

Blake was trying to cut Nox but the Grimm merely spread his wings catching the blade before it could cut into his skull, he then rose both feet and slammed it into her stomach.

This forced Blake back and she landed on the snow.

Nox then spread his wings apart unleashing a barrage of feathers at the Cat Faunus.

Blake skidded around and jumped around the ice but was struck down by a feather and fell to the ground.

Nox landed right in front of Blake and stared down at the downed girl, but he turned and swiped across the real Blake's face.

She screamed as she fell on her back and looked at Nox surprised that she caught him off guard.

The 'Blake' behind nox then vanished meaning it was her clone.

"Deception is best suited for Grimm."Nox criticized "Allow me to show you." He spread his wings apart making a thick cloud of darkness around Blake.

The Cat Faunus could see what around her but even with her eyes she couldn't see, her ears couldn't hear anything.

Behind her a claw materialized from the smoke.

She felt a clawed strike at her waist, then across her face and her legs.

She couldn't even attack, she couldn't see her opponent or hear him, all she had was her sense of touch and Nox took advantage of that.

She was struck in the face again and landed outside the cloud of darkness.

Then Nox walked out staring down at Blake. "Little cat, you are less than nothing."

Blake jumped up and flipped back staring at him, looking at him now, it made her think of the last time she fought an Owl Faunus even though she looked human.

Nox kept walking forward resisting the urge to kill her, his King had full confidence that they will be what brings them to the next step, though he fails to see how.

He glanced at the others to see how well the others are doing.

Weiss created multiple black glyphs.

Uvall the skinniest of the hybrids stretched his arms towards her, they stopped at the barrier.

Much to Weiss's shock and relief, she then rose her sword forming several white Glyphs launching a mix of Ki blasts and ice spears.

The hybrid raced through the blasts and ice spears avoiding each one.

But then a shadow showed over Uvall.

A giant knight showed standing over the Grimm, Weiss's Arma Gigas, it rose it's leg and stomped down on top of Uvall.

Weiss looked down at the monster and saw that it was trapped beneath, it wasn't moving, why? Was it that weak? Did she luck out and end up with the weakest of the four?

Uvall roared. "Do not think you are safe."

The Schnee sighed and turned to the others, she should help her teammates while her summon keeps him grounded.

Uvall then opened it's mouth and shrieked, the sound waves directed up towards Weiss.

Weiss couldn't move in time and the scream hit her, it wasn't just loud but it also made her feel... nothing?

She fell off her Glyph and hit the snowy ground, she had a dull expression on her face as though she didn't care that she was lying on the ground.

Uvall chuckled as he stood up and looked up at the Arma Gigas, it started to vanish since it's summoner wasn't applying Aura to it.

The long arm Grimm stared down at his prey looking at her dull expression.

Uvall maybe physically the weakest among his brethren but he makes up for it with abilities such as an Empath's shriek, the Grimm that are weak but have a scream that can drain your will to live, normally their screams stretch far and wide to crowds, but with Dr. Metrlot's modifications his screams are more direct and attack specific targets.

He stood tall and stretched his arms towards the Schnee.

Weiss saw the claw coming, not thinking anything of it, but then her eyes widened and she jumped away from the claw as it struck the ground. "W-what was that?" She asked, that scream it made her want to stop.

Uvall smiled at the Schnee. "What's wrong little Snow Flake? Are you afraid?"

He shouted again trying to incapacitate the Schnee once again.

Weiss evaded it and looked at the monster, he maybe weak but he has powers that she has to be wary of.

Ruby swung her scythe down at Metzli.

One of Metzli's long rabbit like ears rose and blocked it before it could cut him.

That shocked Ruby, she thought those were just like bunny ears but she wasn't even cutting into them, she then pulled back her scythe and tried to cut into his side.

This time Metzli's long arm rose and blocked it before it could land.

And then the Rabbit like Grimm's right ear slammed across Ruby's face.

Metzli then grabbed her face and lifted her up. "You are their leader?" He then threw a punch up her chin, then his ears slammed Ruby's head between his ears, he then rose his hands and chopped down her shoulders. "They may have power but they are immature and lack capable tactics."

Ruby fell into the snowy ground in front of Metzli.

She looked up at him at the rabbit like Grimm, those ears almost reminded her of her upper classman Velvet, they almost look cute but the way she uses them is vicious.

Metzli rose a leg and stomped down to where Ruby's leg is.

Ruby flew back using her Semblance to gain some distance between the two.

The Silver Eyes then spread her arms apart. "Petal Storm!" Multiple red rose petal like energy blasts were unleashed towards Metzli.

The hybrid walked forward with no fair, his long ears extended almost as long as his ears, and long bone blades formed over them, then his arms had bone blades as well.

Metzli can see the Ki pedals coming and slashed through each of the pedals before they could reach his body making many small red explosions, they would be bothersome if they hit him but being dealt with by four blades they do minimal damage.

Ruby's eyes widened as the long eared Grimm walked towards her with no issue.

"It's- I, I'm doing nothing."

Metzli made it through the attack and sighed. "I suppose King Eclipse can see we have no need of you, Silver Eyes." Hopefully his King will allow this, he can never tell what he was thinking, it was better that she's put down here, he walked forward with his arm blades and ear blades slashing against each other as he walked forward.

Yang was focused on defense right now, her dad made sure to correct her usual offesnsive strategy and made real use of her Semblance.

Ekhi was throwing several punches at Yang while laughing clearly enjoying having the upper hand.

This humanoid dragon was so strong, it felt like her bones were getting a crack every punch even with both Aura and Ki.

"Fall weakling!" The dragon yelled as it threw another punch.

It was enough to send Yang to slide away from him but she kept her ground, now it was time, her hair started to glow, but then from the corner of her eye she can see something she needed.

Ruby was spinning her scythe trying to block four different blades from the Rabbit like Grimm, but then with one savage strike Ruby had lost her scythe, Metzli then was about to strike fatally.

Ekhi threw a clawed strike towards Yang.

But the blonde used her increased Ki to fly away from Ekhi just before he could strike, she then punched across Metzli's face.

This made the leader of Team MUNE launch away from Ruby.

Yang knelt down to Ruby and helped her up. "You alright?"

Ruby nodded while taking up her Crescent Rose. "I am but..." She looked at Weiss and Blake. "Guys, fall back! We need to regroup!" She yelled.

Blake and Weiss jumped back away from their opponents who didn't seem to mind that they got away.

Team RWBY landed next to each other panting.

"They're" Blake panted. "Way above our current level."

Yang hated to admit it but she was right, these things might be at the same level that that monster, that green haired guy was when he fought Kron, what's even worse is he's probably even stronger.

"Even the skinny one." Weiss said. "He's not so strong but he has powers that can make up for it." That screech is a real problem.

"Alright" Ruby began. "They may be stong maybe as strong as Kron but all of them are still Grimm, so we only got one way to win."

"Oraki?" Yang asked.

"No, it's too risky and your still not recovered Yang." Ruby responded. "Also I don't know if we'll have long enough to beat them, remember they are still Grimm."

They realized what she meant and heard her plan out.

Eclipse watched the fight played out and he was disappointed, he thought seeing the blood of Kron on the blonde's fist that they would put on an interesting show. He suppose maybe he sturck him while he was damaged, cowardly tactic if that's the case.

Well since this was a furlong conclusion he'll be on his way, he turned and walked away.

Metzli and the others turned to him. "My King? Where are you going?"

Eclipse glanced at his right hand man and said. "Keep fighting them try to push them, if they can't help you reach the next stage then kill them and bring their bodies to Lady Salem, except for the Silver Eyes, Lady Salem wants her alive."

"Why are you concerned with Lady Salem's opinion now when you wouldn't return when your father ordered you to?" Metzli asked.

Eclipse smiled at him and said. "I never said I was betraying Lady Salem, only that I want to do things may way, now do as your told." He continued walking away and vanished at a speed even the four hybrids couldn't see.

Meanwhile Ruby had just explained her plan to her team.

"Ruby" Yang began. "If this doesn't work then you'll be defenseless." She said with fear in her tone.

"I know Yang, but please, it's our best chance, right now they're playing with us, I don't know how long they will but they won't do it forever, please Yang trust me." Ruby exclaimed.

Blake put a hand on her partner's shoulder. "She's right Yang, we don't know when Kron will be back, but we have to do this." She said to her.

Yang relented and stared at their opponents with her arms up.

Team MUNE stared at their prey, they questioned their king but orders were orders, if he's wrong at least they will bring their Lady something of use.

Team RWBY stood tall taking a defensive position ready to enact Ruby's plan.

And hope it doesn't backfire.

XXX

Frozen Lake

Kron yelled as he flew towards the Canvas Android and threw a punch aiming for his abdomen.

But Ace blocked it with his elbows, plus his feet activated Root, Aura clawed feet planted him into the ground.

The Saiyan then flipped forward and axe kicked down.

Once again Ace rose his other arm to block the strike leading Kron's chest exposed.

Which the android took advantage of and threw a side ways fist into the center of Kron's ribcage.

The Saiyan was sent back but then rose his hand up and unleashed a red energy blast.

Which Ace saw coming and rose his arm up. "Stay!"

The blast stopped before it could hit him.

Kron then flew over the blast and kicked down towards the Android.

But Ace jumped back and stopped pointing at the blast and it kept going behind Kron.

"You think I'm an idiot!" Kron yelled before jumping just before the blast could hit him and headed towards Ace.

"I do not." Ace responded grabbing the ground and pulling up a large chunk of rock. "Your intelligence is only subpar compared to mine." He tossed the chunk of earth at the blast.

The Ki detonated making a storm of dirt surround the two.

"Damn it" Kron said now blinded as dirt hit his eyes.

Kron couldn't see all around him so he made sure to his his nose to sniff him out.

He just had to wait for the small of metal, nothing came.

From above yellow energy arms surrounded him all with spikes and attacked Kron all at once.

He didn't see them and they had no scent so he didn't notice until..

Kron was struck in the face by a club shaped energy arm.

Up above where Kron is Ace stood on a high tree, his feet was using Elm's Semblance to keep him on the tree and his arms were using Vine's Semblance Aura Vines combined with Harriet's Semblance Super Speed to make his arms go faster and faster.

The Saiyan couldn't defend himself from the onslaught, if he was in full health he would have had no problem countering this, but he was too slow. Then the vines wrapped around him and pulled him up.

Once he came to he noticed something.

Ace while still trapping Kron was drop kicking Kron in the face then he undid his vines, rocketing Kron down into the ice lake making a huge crash, shattering the ice and making a huge explosion of water.

Kron jumped out of the water and landed on the icy ground panting, he was getting worse, his power was waning more than before.

He looked up and saw a rotating shuriken, Vine's weapon Thorn headed for him, he side stepped, but he didn't avoid it.

It missed his neck and stabbed into his right shoulder.

He reached for it to grab it.

But Ace was ran beside him holding out his arm, his metal body formed Kingfisher, Clover's weapon and wrapped around the Saiyan's neck.

With Harriet's Super Speed Ace ran while holding Kingfisher dragging Kron's body threw the forest.

The Saiyan was choking while he was being dragged through trees and boulders surrounding the lake.

Ace then stopped and pulled with his King Fisher.

Kron rose his hand forming Ursa Claw and chopped through the rope around his neck, he then tried to strike the Android with it.

And Ace merely chopped down at Kron's forearm changing Ursa Claw's trajectory, he then rose a hand forming Elm's Warhammer, Timber, and slammed it against Kron's face.

The Saiyan was forced to spit blood.

Then Ace dematerialized the hammer and threw fast punches like Harriet would.

Blood was spilled all over the ground from the many punches that across Kron's body.

The Saiyan was battered, confused and frustrated, he's been getting himself into corners lately.

Kron managed to dodge a punch and threw a flattened hand strike for Ace's throat.

Which again Ace anticipated and he stepped to the side ever so slightly just enough for him to miss.

Ace then rose a knee up into Kron's exposed stomach.

The Saiyan keeled over the knee of his assailant.

Ace then grabbed Kron by his sides and lifted him up, he then jumped and slammed down into the icy lake, again shattering the ice and going down into the water.

Only this time Ace was holding Kron down and his feet activated Root again keeping him on the ground.

Kron was being held upside down and was about to kick.

But then Ace activated Aura Vines to spread around his legs keeping the Saiyan trapped and unable to move.

The Saiyan was thrashing about trying to force his way free, his mouth was open unable to keep it closed from the rage he was feeling.

Ace watched as the life form kept trying to break free, yes, he's acting just like his file detected, he was too angry to make logical decisions, he knows that he would win at full strength and that makes him prone to childish mistakes making him stop thinking and only acting. He was trying to yell in frustration and that in turn makes him swallow the water into his lungs.

Even the strongest creatures have to breath.

Kron's movements were starting to slow, he was starting to move less.

He looked down at the ground his eyes were starting to close, but then he realized something he hadn't done since his fight with Hazel.

He opened his mouth prepping an energy blast in his mouth.

He blasted the ground making Ace tumble and the ground crumbled releasing the android's grip.

Kron jumped out of the water and got on the icy floor and breathed loudly taking in much needed oxygen.

Ace got out of the water as well and landed on the other side of the frozen lake, he looked to Kron who was getting closer to losing consciousness but even under water and in all that frustration he figured out a way to escape. He blasted energy from his mouth, which was something he did not see coming, he'll prepare for that next time.

Kron grabbed his throat, he never liked mouth blasts, they always hurt his throat but at least he didn't suffocate, he glared at Ace, he was using the five Semblances well. He's fought people with three Semblances so five shouldn't make as much of a difference, but he did say he was using an Aura supply that he gathered for a month, must have been while he was training his men.

He glared at Ace and took stock of the situation, something the old hag taught him. He had five Semblances, he can recreate the Ace Opreatives weapons. Meanwhile he was worn down from his fight with Winter, and that damn Null Laser from that other robot.

To make it worst he's been watching the fight and is able to predict everything he's doing which is why he hasn't landed anything worthwhile this entire time. But it was clear that whatever power he has doesn't match is own, if he can just land a hit he can damage and level the playing field. He remembered telling Yang this some time ago during her training and Ozpin improved her, to the point where she could land attacks without him just letting her.

Kron's eyes widened as he realized something, yes, that might just work, he turned to Ace.

The Android stared down Kron, it was over he was going to kill him, he can see his vitals his breaths were becoming more shallow, his body was quivering his muscles were tearing and-

Just then his sensors noticed something, the muscle on his body... it grew... by 3%, not much but still, that was worrisome, he got stronger in the middle of battle? No, that can't be he's worn out, this made no sense. No, he must hasten things, now, the Android dashed forward this time he will focus on the spinal cord, paralyze him, even if he get's stronger he can't do much if he can't walk!

Kron growled as he got ready into his fighting stance ready to try his new strategy.

"Cease... now" A distorted voice spoke.

It stopped Ace in his tracks wondering who said that and why he was unable to notice until now.

For Kron he heard that and felt a chill down his spine, something in him made him panic, why? He couldn't explain it but something told him that there was something dangerous about whoever said that, and of course that made him feel a rush and a new target for a great fight.

He turned his head and glanced up to where the voice came from.

Standing over a cliff with a foot planted on a boulder staring down at him was someone he didn't recognize.

Ace stared at the individual and from his bio scanners he can see something that no one else can, there was this disgusting sight. So this was what became of Dr. Merlot's failed project.

Eclipse looked down at Ace for a mere moment before turning to what he's been seeking all this time.

Kron, battered and bleeding was looking up at him with a look that showed he wasn't sure what he was looking at.

"So good to see you again, old friend." Eclipse said at him with a smirk, happy to finally see him again.

The Saiyan looked confused seeing this man he seemed to think they've met. He must have heard about him the must be it.

Eclipse jumped up and landed on the icy lake close to where the Saiyan and Android are.

Kron growled, another opponent? Fine, he'll kill him if he's cowardly enough to fight two on one.

Ace knew who this was but his guard was up, the doctor had said to him that Merlot's creation was acting on his own.

Eclipse walked towards Kron with a smile.

Kron's muscles tensed up ready to defend himself if he tried anything.

The hybrid stopped only a foot away from Kron.

He stood close to him showing he was a few inches taller than Kron staring down at him.

"Who in hell are you?" Kron asked. "You wanna fight me too?"

Eclipse looked at him and finally started to frown, he was covered in his own blood and bruises. "Hmm, I wanted to, but like this?" He asked before turning to Ace. "You, did you do this?" He asked looking down on the Android. "No, not all of it, there were Atlesian soldiers, and since it involves the Scourge you used the Winter Maiden to weaken him is that correct?"

Kron was surprised to hear that he knew this, so was he on the same side as this thing?

Ace stared down Eclipse and responded. "I did what I must for the objective, as someone of the same allegiance you have an obligation to assist me."

The Saiyan looked between the two of them planning his next move.

Eclipse closed his eyes, took a breath before sighing, he then glared at the Android. "I won't, what you've done was weak and pathetic." He chastised the Android. "Looking at you, I'm guessing you are Dr. Watts's son, if so tell your father I am disappointed."

"I am not his offspring." Ace responded. "I am his creation an extension of the doctor's well, just as you are not truly Merlot's son, you are his weapon just as I am to Doctor Watts." Ace declared to him.

Eclipse frowned hearing that and looked at him almost with sympathy. "I suppose not everyone can have a doting father, perhaps I should dismantle you, not only do you have a father that thinks of you as a weapon, you also ruined our reunion." He was fighting not to show more anger, he searched for so long trained with his guards and even rebelled against his beloved father.

It looks as though all that was for nothing thanks to this machine!

Kron was confused when he heard that, not only at whether or not their on the same side but when he said reunion, what did he mean by that, he's never met him, whatever the case one thing was certain.

"You, whoever you are!"

Eclipse turned to Kron with a confused look.

Kron glared at the stranger. "If you're not here to fight me then get out of the way." He said to him. "He's mine to destroy."

The hybrid stared down at Kron, even in this state he was fully intent on fighting him, those injuries, he was fatigued, such madness.

Ace took the opportunity and ran at Eclipse with Super speed, he was too great a risk, he will use the Aura he collected to weaken him then he will deliver a finishing blow on the Scourge of Anima, he threw a fast fist across Eclipse's face infused with Aura in an attempt to wind him.

But to both he and Kron's amazement they saw something unbelievable.

Eclipse's left cheek was engulfed with the punch, but he didn't move even a little from the force, only his face slightly moved.

Ace wondered why that punch didn't effect him he infused it with as much Aura as he can spare. Wait, he sees now, his skin, it was comprised of human flesh without Grimm, it was as though it was a sort of armor for Aura meaning he cannot be slain like a normal Grimm.

Eclipse did not mind the punch and just looked at Kron for a few moments he was going to destroy the Android for him but seeing that stubborn pride reminded him of their first meeting, he refused Ozpin's reinforcements, he was willing to fight and die alone.

He smiled at him while gripping Ace's fist.

The Android was surprised as he tried to break free of his grip, but it stayed in his grasp.

"Very well, my apologies, at my current stage I should respect leaving another predator to deal with his prey." Eclipse turned to Ace and tossed him aside.

The Android couldn't stop himself as he was sent skidding across the icy lake, he couldn't believe this a month supply of Aura and he was easily tossed aside, finally stopped and jumped back on his feet glaring at the Arch Grimm.

Eclipse looked at Kron before chuckling. "Destroy him then, show him that you will not fall to someone who resorts to pathetic tactics." He said to him before jumping away and landing on the cliff he stood on before turning to watch the fight.

Kron's gaze was on the man who claimed they met, he was dangerous, clearly stronger than Raven was when they fought, or even than that monster he met six months ago. He turned his gaze towards Ace.

The Android glared over at Eclipse momentarily, he made not to subdue him later, for now he must focus on the target. He turned to Kron and glared ready to destroy him.

Kron stomped his feet on the ground and rose his right arm back with an opened palm, his left arm was up like a shield.

Eclipse smiled watching them battle, hopefully this will wrap up in time for him to help his men IF Team RWBY can provide them with what they need.

XXX

Ice Arena Entrance

Yang slammed her fists together preparing a bright yellow energy blast, she glared at Ekhi who was flying over her.

"Scorch Stream!" She yelled unleashing her bright yellow fire like Ki blast.

The dragon like Grimm roared as he watched the flame get closer to him.

The blast connected and created a huge yellow explosion in the air.

Yang got on one knee panting hard.

Blake was trying to evade Nox's wings that were being used to swipe at her.

Nox then slammed his talon feet into her stomach.

It sent her skidding back, she had no choice but to back up and stood literal back to back with Yang.

"Any luck Yang?"

She stared up at the smoke, she had Ki for a while and it was long enough to know that smoke didn't mean she won.

Ekhi was shone with some cracks on his mask, he was damaged from the blast but not enough to do significant harm. "Your fire, is nothing compared to a dragon's."

"No" Yang responded.

Weiss landed next to them with her sword up. "Ruby! Are you ready?" She looked to see Uvall standing across from her.

At that moment a red blur appeared in front of her teammates.

Ruby stood with her eyes starting be encompassed by Silver light. "Almost I need more time!" She yelled.

Her teammates looked scared, they looked at their opponents who seemed unharmed from their battle.

Metzli stared at the girl with the Silver Eyes, their king wasn't here, if that power unleashes on them they might be in danger. He supposes they had their time. "Team MUNE! Kill them now, they are unable to provide us with what we need."

That statement frightened them, they were playing this whole time, it was... over.

The four mutants were about to finish off the huntress's in training.

But then four bolts of lightning fell from the sky and struck all the mutants making them stop, if only momentarily.

Team RWBY and MUNE were surprised and turned to who struck them.

Floating avove them was Winter staring down at them and panting.

"Winter!" Weiss yelled surprise that she was able to fight even now.

Metzli stared up at the Maiden, she can get in their way long enough for the Silver Eyes to use her power. "She's wounded kill her quickly and be done with it."

Winter stared them all down she could buy a few seconds... on her own.

Uvall jumped and stretched his arms up towards Winter in an attempt to kill her.

"No!" Weiss jumped up and used a Propulsion glyph to launch her faster towards the hybrid

"Stay!"

Just then Uvall stopped in midair, his eyes darted to where he heard that sound.

A dog Faunus was breathing heavily while pointing at the mutant.

Uvall was just about able to move but then his neck was peirced with Weiss's rapier, she then activated a red glyph in his face and it exploded causing a fiery explosion and it sent him flipping downward.

Nox flew towards Marrow seeing that his Semblance was going to be a problem, but then yellow energy arms wrapped around him and trapped him.

He turned to see a man with a third eye tattoo staring at him using his Semblance to trap him.

Blake used that opportunity to appear behind him and slashed her blade down onto his mask.

"More vermin." Ekhi said before looking around to see if there were more.

Then two massive arms grabbed him from behind.

"What?"

It was Elm, having lost her hammer she had Ekhi in a full nelson

Metzli glared at the interruption before he noticed a scent from behind, he turned and saw a fist racing towards his head, he just about tilted his head.

Harriet's punch missed and she appeared a few feet behind Metzli. "Shit" She exclaimed she thought she'd land that.

Metzli was about to attack her, but then his neck was wrapped in a strong wire.

Behind him was Clover using his Kingfisher to ensnare him. "Do it!"

Harriet used the opportunity to use her Super charged Semblance to punch all over Metzli's body.

"You" Ruby looked at all of them and recognized them from the papers and what Weiss had told her. "You're the Ace Operatives!" She said smiling.

Clover looked at them and gritted his teeth as he kept trying to keep a good hold on Metzli. "Speacilist Schnne said to help you now, what's the situation?!"

Yang ran over to Ekhi was trapped in Elm's full nelson and punched across the dragon's jaw. "My sister's charging up an attack to stop them! Buy her the time she needs, she's the girl in red!" She yelled as she threw more punches.

The Ace Ops all listened and decided to go along with it given their limited information. Weather they are on the Scourge's side or not, these Grimm need to be destroyed.

XXX

Frozen Lake

Kron ran towards Ace in an attempt to finally land an effective blow.

Ace watched as the target was about to throw yet another predictable move, his body may have gotten stronger, but it doesn't make him any less fatigued.

The Saiyan was within striking distance and pulled back a fist, he can beat him he just has to move..

Ace found this easy and was about ready to guard against the punch.

He just has to move like she did! He remembered Yang throwing a feint.

Ace rose an arm to guard his face.

But Kron stopped short and threw a fist into the Android's stomach.

Ace bended over the fist and looked surprised, he did not anticipate a feint.

Kron then rose a leg and was about to slam it down his head.

Ace started leaning back and was planning to counterattack.

Again the Saiyan stopped short and got on one knee before sweep kicking Ace.

The Android was once again caught off guard and fell over from the strike.

Kron then rose up and uppercutted his chin.

When the strike landed the Android was sent far away from him.

But Ace used Aura Vines to wrap around a tree and safely land on the ground.

His eyes looked at the damage, even with Aura shielding him those strikes costed him huge damage, it's as he thought letting him land attacks was too costly, that was why his creator and Amaranth planned to weaken him first.

But now in the middle of battle not only did his strength increase but his fighting IQ seemed to increase he was now adding feints to his fighting style, he'll need time to analyze his fighting style again. He watched him race towards him ready to attack him again.

He will need to readjust rely on defense let him waste more of his power then when he has analyzed his fighting style again, he will win.

Kron ran forward not intending to waste energy on flying, he did use feints but not as much as Yang did before, it was more helpful than he thought, now he needs to put his own technique at work and use them in ways he hadn't before.

The Saiyan stretched his arm and an Ursa Claw wrapped around it.

Ace stomped both feet and activated Root to keep him in place, he will form King Fisher to catch his wrist, then he will use Marrow's to keep him in place and finally Harriet's Semblance to destroy him.

Kron was with in range and Ace swung with his arm and wrapped around his hand using Ursa Claw.

Yes the final opening he needed, he pointed his fingers ready to freeze Kron.

But the Saiyan while covered in blood smiled as though he knew this would happen.

The Ursa Claw on Kron's right arm vanished.

Ace wondered why and saw that it reappeared on his left, he swapped it to his right?

The Android anticipated that he will not have enough time to activate Marrow's semblance, he instead reached for Kron's left wrist, he'll catch it before he uses it on his abdomen.

But Kron wasn't aiming for that he slammed Ursa Claw into the ground.

Ace didn't see that coming either and a giant red explosion appeared on the ground his rooted to, his aura clawed feet couldn't grip onto the crumbling ground and he started to fall over.

Which Kron took the opening and punched into his stomach. "Die!" He then pushed his fist into it and sent him upwards.

Ace again was caught off guard and sent into the air, he looked down to see Kron racing upwards to him.

Fine, he can rap him now! He pointed his finger.

Kron blasted a red energy blast.

"Stay!"

The blast was stopped but Kron was free of it and over the blast.

Ace kept his finger on the blast and he lifted his other hand to freeze him again.

"Sphinx Tail!" Kron's tail was coated in red energy.

"St-!"

Just then a Ki snake wrapped around his right hand and directed away from Kron.

Ace's eyes widened he was... trapped.

Kron appeared above Kron and axe kicked down Ace's head.

He was sent downward and much to his misfortune his head slammed into the blast that he froze and he was sent down until he crashed into the frozen lake so hard that a huge body of water appeared from the impact.

Ace climbed out of the water, for once with an angry look and was making a plan to counterattack.

But his right arm was still wrapped in the Ki snake that was connected to Kron's tail, then he was pulled by the long tail.

Ace couldn't react in time and was pulled up close to Kron.

He looked into the face of the target with his arm pulled back.

The Android couldn't react in time, all he could do was hope to get lucky.

Kron threw a punch down into Ace's face.

Now Ace was slammed into the ground making a huge crater.

Kron's Sphinx tail faded and he landed on the ground next to the hole in the ground while holding his right arm, he might have broken it. "Get up now... I dare you." He said staring down at the hole.

When the smoke faded Ace was seen but he no longer looked human.

He looked like a plain metal body with electricity leaking out of the body indicating he caused massive damage.

Kron chuckled looking down at the machine, he might have done it, yes he did it.

But he had to make sure, he lifted his hand ready to destroy.

"Well done"

Kron froze when he heard that, he looked up.

Eclipse was standing on a tree covered in snow. "You did better than I expected, you were weakened and yet you managed to win against Dr. Watts's prized creation, I can only imagine how he must feel seeing him fall."

The Saiyan glared at the human looking Grimm and demanded. "Alright are you next? Huh?"

Eclipse chuckled at the eagerness for battle, but first there was something he had to do, to won up to. "First I would like to apologize, our first battle I cheated."

Kron was again confused and frustrated. "Cheated? Ok, enough! Tell me who and what are you? Why are you acting like we met before?!"

The Hybrid kept his smile and said. "You remember? We both turned into monsters and tried to kill each other, but your monster while had lost all reason defeated mine."

The Saiyan was confused trying to rack his brain in what he was saying but then he realized. They turned into monsters.

He looked at the green haired man, he blinked.

In his place was a crowned Grimm with green eyes, Nevermore wings and a Deathstalker tail.

"No" Kron responded. "You, but I don't-" This was too much for the confused Kron to say.

"So you do remember me, but I wasn't able to tell you my name." Eclipse gestured to his face. "I apologize I wasn't so refined by then, my name is Eclipse Merlot, the Grimm King, it is an honor to truly speak to you, Kron the Scourge of Anima." He greeted him as politely as he could.

The Saiyan was trying not to get so overwhelmed by all this, first Team RWBY challenge him, then Atlas attacks, this robot and now this man claims to be the Grimm King.

"How... does make sense? If your Grimm than you couldn't look like that."

The Hybrid chuckled. "Come now, did it make sense for a Grimm to have green eyes instead of red? Or to force other Grimm to merge into a colossal beast? Surely you remember me, we had the best fight of our lives, you couldn't stop smiling the entire time and neither could I." He grinned at him.

Kron realized that what he said was right, it was a great battle one of the best he ever had. "So.. you want that rematch now?"

Eclipse put a hand to his chin looking at him before turning around. "We will discuss that in a minute, now that this fight is over I need to ensure my men are doing well."

"Your men?" Kron asked wondering if he was with Atlas.

"Take a moment to rest up, I will see you soon." Eclipse responded as his back sprouted black nevermore like wings.

Kron recognized them, they were the same wings that mutant Grimm had.

During the Saiyan's stupor, Eclipse flapped his wings and headed for his men leaving Kron behind.

Kron wondered what he meant by his men. Wait are his men in danger? Is Team RWBY in danger? He needed to get thee. "Get back here!" Kron flew up away from the fallen Android.

He seemed to have forgotten that Ace was on the ground, damaged but still whole.

The Android's fingers moved and he pushed himself up.

Ace looked at his body and can see many ruined components, he cannot fight, had the Target had stayed he would have been destroyed.

Clover's Good Fortune Semblance had saved him.

He... needed to go back to Dr. Watts to be repaired...and take more Aura.

Ace started to move and make his way to his creator.

XXX

Ice Arena Entrance

Harriet was throwing multiple punches at Metzli who was using his long ear blades to block the strikes and counter attack.

But Clover kicked into his side making him more vulnerable to Harriet's attacks.

Elm was keeping Ekhi in place while Yang was throwing multiple powerful punches.

Marrow was keeping Uvall in place so Weiss could pierce him with Myrtenaster.

Vine was using his Semblance to restrain Nox so Blake could strike him.

"Enough!" Metzli yelled in frustration before using his long ear blades to extend in the back.

Clover tried to move but he was pierced into the left of his chest much to Harriet's dismay.

Ekhi broke free from Elm's grip and used his tail slam across Elm's face while clawing across Yang's stomach.

Nox turned into a cloud darkness surrounding Vine and Blake, while Blake could see, Vine could not and he was struck in the back of the head breaking his Aura and fell to the ground.

Uvall screeched before Marrow could use his Semblance making him fall to the ground and stretched his arms to wrap around Weiss.

"You wretched lower species, will not best us! We are mankind's evolution!" Metzli yelled. "Now die, it is time to be recruited and brought into the fold of the strongest race."

Ruby panicked she was almost there time, her Aura and Ki weren't properly blended yet, she wasn't going to be able to stop them this way, she just needs one more second.

Winter no longer needed time and flew down and formed two ice blades and struck each of Team MUNE forcing them to let them go.

"Ruby! Hurry!" Weiss yelled as they tried with all they have to keep them at bay.

"I just need a few more seconds!" Ruby yelled as her eyes no longer showed pupils but a silver light.

The hybrids roared in frustration, but Metzli slammed his arm into Harriet's stomach leaving Clover with a wound in his stomach.

Metzli was right in front of Ruby about to cut her eyes with his blades.

Ruby could only watched, she couldn't activate her power in time even though she wanted to.

Then a spinning star of swords collided into Metzli's side and he fell to the ground. He looked up into who did this.

It was an orange haired girl who had repaired her in time to stop Metzli.

Ruby saw Penny and was happy but she had no time to say hello her eyes widened as she was about to attack.

Eclipse was flying with his wings back in the area and saw the silver light in her eyes. Is this it? He smiled happy to test his new body... and his men.

A bit far behind Kron was flying behind, once they flew over the entrance to the arena he looked down and saw a bunch of black figures fighting both Team RWBY, Ace Operatives and even Winter.

These figures looked familiar.

He remembered the Grimm with green eyes.

Ruby was ready her Aura and Ki were blended she then looked at all the Grimm making sure they were all in her sight, even, the Grimm King that was headed towards them, she screamed as a powerful silver light left her eyes.

All covered their eyes from the powerful light.

"No!" Metzli yelled as he and his men started turning white.

And Eclipse was smiling excited to see the result.

Kron covered his eyes, he felt like his rage was blinding him.

Once the light died down Yang uncovered her eyes and saw Ruby about to fall down, she ran and caught her in her arms, she looked at her sister and saw she was unconscious, she then looked all around and was shocked.

Team MUNE, all turned to white just like the Grimm King had, still she worried.

The Ace Ops all looked exhausted, only Marrow was conscious.

Blake looked at Ruby and walked forward. "She ok?"

"Yeah, she's just unconscious." Yang sighed happy to know that herself.

Weiss breathed easy seeing Ruby was ok and reached to help her own sister who seemed bewildered at what she saw.

Winter looked at her sister and asked. "Weiss? What was that?"

Before she could answer a figure landed in front of them and it wasn't Kron.

It was a figure with wings, with long green hair, only the wings weren't black, they were white just like the Grimm surrounding him, the man started shaking, almost like he was crying. Perhaps crying for his men.

But then a chuckle could be heard, and the supposed Grimm King rose his head.

Eclipse had unleashed a full blown laughter and his face was partially white from the Silver eyes. "Astounding! I felt that! My wings weren't just affected, my human skin was too! Not only did it have the Silver light but that strange energy that you acquired from it! How ingenious! Regular Silver Light wouldn't have worked, so you mixed in that power to increase it's output, look at me, it shouldn't have effected me this much!"

They were confused at why he seemed so happy despite his men now turned to stone.

"Thank you all! You have given my men what they needed to grow!" Eclipse yelled before raising his arms, then black claws stretched from them and they seemed to destroy Team MUNE's bodies.

They can all see his Grimm appendages coming out of his human form.

"What the-" Yang was confused. "Why is he killing them?"

Eclipse's black arms pulled back and he looked into his hands.

Four colorful pebbles, one grey, blue, black, and yellow. They weren't destroyed, they were just starting another Molt session, he then looked at RWBY and bowed politely. "Thank you all for your help. For your reward, I will invite you to join us! When this world is ours, when your lives are lost we will bring you back as high ranking officials in the new world order." The mutant said with a smile.

They couldn't understand what he meant, join him? After dying? What did he mean?

Eclipse looked at all of them and said. "Now I must take my leave, but first, I need to say goodbye to my dear friend."

"Where are you going!" Kron's voice yelled as he was racing down to Eclipse.

Winter was shocked to see him still moving despite the condition he was in when she had last saw him.

Eclipse looked up and watched him race to him, he then detached his wings which turned to stone and jumped up to him.

The two were about to collide.

Kron threw a fist down to his face.

But Eclipse easily dodged and he was at his ear.

"Not yet, get well soon, we will have our rematch once you and my men recover." He said to him then he went past Kron.

The Saiyan landed on the ground and turned to see Eclipse keep going.

Eclipse sprouted new black wings and flew off into the distance too fast for Kron to catch up in his current state.

Kron watched him go and growled, damn it, oh well at least today wasn't so awful, the Saiyan turned to Team RWBY and saw Yang holding Ruby in her arms, then at unconscious members of the Ace Ops, his own men, Winter and Penny.

"What happens now?" Kron asked looking at Winter and Team RWBY.

XXX

Far Away

Eclipse landed into a cave and walked inside.

He looked into his hand looking at the small crystals that were in his hand.

"Well, now we can put my theory to the test, that girl applied her Ki with her Silver Eyes, if I'm correct you four will begin your final molt."

He smiled. "Now Team MUNE, come join me at my side and become... Arch Grimm." He spoke in his distorted voice.

Once they have evolved they can begin taking their place as the new dominant race.

And Kron, get stronger because so will he.

Then they can begin their real fight.

XXX

Arena Entrance

Stretchers came and took the Ace Operatives in except for Marrow who remained conscious.

Marrow with a cast over his left arm stood next to Winter.

"They're going to be out for awhile, Clover's ok, the blade missed his heart by about a centimeter." Marrow told her.

Winter nodded. "Good now go."

He looked over at Kron speaking to the huntresses in training and one of his men. "You sure about this Speacilist Schnee."

Winter sighed. "I don't know, just tell the higher ups that the operation was a failure, I will tell them what I can, hopefully they will believe me." Though knowing how fearful the Atlas council is she doubts they will listen.

Kron crossed his arms and by his side was Chrome the Leopard Faunus who was covered in wounds.

"So, I take it you know it's better that you're not here." Kron said to them.

Yang nodded while holding her unconscious sister. "Yeah we get it."

Blake looked at Kron and decided to try one more time. "I know we didn't get you out of the circle, but after all this you sure you won't take Ozpin's offer?"

Kron chuckled. "No, I won't, the Scourge Troop stays."

The Cat Faunus sighed and nodded. "Just... let me know if you change your mind."

"Yeah, yeah" Kron responded.

"Thank you again for saving my sister." Weiss said to him. "But you do that the Grimm King, or Eclipse, he's not going to stop."

The Saiyan didn't even do his usual 'Discount Winter' joke, inside he knew what she said was true. "And I'll be ready."

They nodded and began to walk away.

"Kron" Blake paused before she went. "You need to be careful about Lycan, I'm sure he has doubts about you and they won't go away when he wakes up."

The Saiyan nodded and responded. "I will do what I have to if he tries anything stupid. Well, anything else stupid."

"I just hope it won't be too late to do anything." Blake responded and walked away with Weiss.

Yang was the last one standing in front of Kron.

"What?" Kron asked.

"Don't think we forgot the deal." Yang said. "As soon as Ruby gets up we're coming back so you can tell us where you came from."

"I didn't" The Saiyan responded. "When she wakes up come back, you will be allowed back and I will tell everything as I promised."

Yang smirked at him and decided to ask. "So did I scare you?"

"With what?" Kron asked.

"When I punched you? Were you scared of how much I was going to be stronger than you?" She asked smiling.

The Saiyan growled but then he ended up chuckling. "Just get out of here already, come back when she's ready."

Yang nodded and walked away. "Stay alive till then ok?"

"Like anything in the world can kill me." Kron responded and watched her go.

Once she left Winter stepped forward.

The two looked at each other for a moment.

"So?" Kron asked. "Here to try to take me in after all?"

Winter shook her head and responded. "I will make sure to have Rockshow looked into as well as finding Amaranth, I'm sure something will come up and then we will have the evidence we need to ensure the people your men are protecting can go back to Menagerie."

"So you do believe me that 'Amaranth' changed form?" He asked.

"I do, I've heard more outlandish things, that explains why you saw me in that video." She responded. "And why Fort Port got destroyed by a 'Faunus' whatever that thing is I will do what I can to find it, I'll see if we can retrieve it from the frozen lake."

Kron nodded seeing that it was fair. "And I will make sure my men stay here, they will not attack any of Atlas's facilities until you find the evidence you need, just remember not to attack again and make sure the general knows what's happened."

"I'm surprise you still trust him."

"Trust is a big word." Kron admitted. "I just learned a long time ago not to retaliate without being absolutely certain who the enemy is." He remembered how he lashed out against Qrow when his Semblance activated and Yang when she coincidentally was on the same team as Blake.

"I'm happy to hear then, just remember to keep your word and so will I. My sister says your consistent with it."

"I will, just remember whatever happens, tell Atlas, that Scourge Troop is not to be trifled with." Kron responded.

Winter nodded and rose a hand.

Kron shook it and the two made a deal.

"I.. no longer see you as an enemy, to me or Atlas." Winter said confidently.

"That's too bad, I hope that doesn't mean we can't fight, learn Ki for our next fight."

"Is battle all you concern about?" Winter asked.

"Most of the time." Kron admitted.

Winter walked away and he and the Scourge Troop watched as they left in Bullheads.

Kron sighed and was starting to fall over.

But Chrome caught him before he fell. "High Leader? Are you alright?"

"Yes" The Saiyan lied and forced himself out of his grip and started walking. "How's everyone?"

"Some of us... didn't make it, the nine other Ki users are still alive, Lycan and the rest are knocked out."

The Saiyan growled at that, they were supposed to all make it.

"I'm sorry"

Chrome heard that and looked confused hearing that as he never heard him apologize.

"I'm sorry for not being there when you all needed me." He apologized making a note to the same to everyone else once they healed.

"No High Leader, I believe you did what you could, no one anticipated an attack from those... monsters. You also had that machine to fight, the one that can change it's face, you did everything you could it's not fair to blame it all on you."

The Saiyan didn't respond to that and looked at all the blood around him.

"We survived, but I don't think we could have stopped that monster with his guards if Team RWBY and Atlas hadn't come to us." Kron admitted. "As soon as Roman gets back we need to start his plan and make the Ice Spear Arena operational, we need to increase recruitment, both human and Faunus, then we will increase the number of Ki users in our ranks."

"I accept that High Leader, but I do not know if Lycan or how the majority will feel about adding humans in our ranks." Chrome said to him realistically.

Kron chuckled. "Oh your lying, we both know how Lycan will react to bringing humans, and I say too bad for him, we are not the White Fang, we are the Scourge Troop, we don't follow the same rules." He'll keep that wolf on a tight leash.

"I understand" Chrome responded. "Come you need to rest."

"I will, give me a minute, go check on the others, the people we have in the underground shelter let them know my arrangement with Winter." Kron ordered him.

Chrome nodded and left Kron to himself.

The Saiyan looked up at the sky where he saw Eclipse fly off.

He remembered his battle with him, the one where he thought he'd lose, the first he ever resorted the Oozaru to stop.

He never imagined any creature, Grimm or otherwise would survive the power of the Great Ape.

Kron chuckled thinking of his words.

"Fine, Eclipse, next time we fight, I will finish what I started." He said determined to fight with his so called 'friend.'

Though maybe he wasn't wrong, when he found out who he was part of him was happy, he's going to have another battle at his hands and that excites him.

XXX

Grimmlands

Salem was in her room meditating once again, then she opened her eyes and rose her hands.

Dark and Light magic appeared at her hands.

She took her time learning all she could about her Light magic.

And now she can apply it to create new spells, ones she even the mighty Ozma in his prime could only dream of.

The curse the gods gave her have also given her perhaps her greatest weapon.

Sadly Kron's blood was a bit harder to study than she thought.

She tried to craft new Grimm, but even with her newfound Light magic the Grimm she created exploded, perhaps due to the power they possess and their bodies unable to handle it.

Perhaps to get a better idea of how it works, she will need to see for herself, how his power works.

It was time.

No more will she order from the shadows, it's time she takes part.

Both as a means to further her goals.. and increase her power.

She doesn't know which she's excited for more, to be with her beloved Ozma... or to finally meet the boy, Kron, the one who gave her a new spark for life.

Salem looked in the mirror and her Grimm features vanished in yellow light showing her old human self.

"It's time for me to enjoy the god's cruel game." The Witch was delighted in finally taking part.


Kron has survived the battle against Ace.

Though now the Android has escaped, will it return to bring the Saiyan down?

But what will Eclipse do while he waits for Team MUNE to molt?

And what will Salem do now that she has acquired new powers?

Find out next time on One's Own Path!


Ok, so the gripe I think some of you have, is Kron not explaining to Team RWBY his origins, I wanted to do it this chapter but there was so much going on that I decided to wait till next chapter, know what I mean? A lot of characters, powers, fighting etc to keep track of.

But don't worry next chapter definitely Kron will explain everything. I hope that's ok.

As for Ace, I'm sure some of you are dissaponted that he wasn't destroyed, but what can I say, he got Lucky, I have to apply Clover's Semblance somehow.

Anyway, while Eclipse was looking forward to fighting Kron, what he also wanted was to find people with Ki to help push Team MUNE to evolve, just as he did to reach his current stage Arch Grimm.

Now if it works they will have more power than Eclipse did when he fought Kron.

The only question is how long will it take for them to evolve.

And Eclipse intends to get stronger while waiting for them to molt.

So he and Kron will definitely have a rematch.

And Salem will finally start being more active, I think you'll like what she'll do now that she's involved, hope you look forward to that.

Review Responces


Guest: It literally translates to Aura Ki.

ThatSaiyaGuy: Thank you! And yep Kron did, I did consider that but I decided not to as Ace didn't understand that relationship just from what he saw.

You sure did, he was going to get rid of Ace but of course Kron insists on fighting his own battles. And ya, Kron's matured since then, even from when he met Team RWBY, he used to make accusations such as at Qrow or Yang, but now he knows to verify the situation before acting out.

As for Amaranth, I think you'll be surprised at what he does, as I said he doesn't act without a plan.

Triscythe59: You almost won your bet, still he would have.

surcomstock: Glad you approve.

Kron is still weaker because Goku has had not only way more teachers by then but also opponents that can push him. Kron's growth was limited because the opponents he fought were almost never strong enough to push Kron to break his limits so sadly he still catching up. But with more fighters matching Kron, he might start catching up again.

Thank you hope you enjoyed.

Shrine: I'm sure you're happy that your faith wasn't misplaced.

Shadow-Proclamation8: You called it, though he didn't attack him.

Keybladelight: Interesting predictions but don't worry Eclipse had a different goal he didn't get the fight he wanted but at least his Royal Guard are now evolving.

As for Daima I will consider it, might be fun.

Imperial Stormtrooper: I mean Grimm King Eclipse, Demon King Piccolo, he did have some inspiration for him so you might not be wrong lol.

Reunion: Not exactly a power up, he simply locked in.

Renato Chacin: Sorry but I'm not familiar enough with WoW to write a story on it.

AlejandroDiaz: A lot of shit happened!

1. The Crown is still present but their base is in Vacuo and decided to focus on Atlas's forces instead.

2. I do actually, saving that for later.

3. I'm not sure yet, we'll see.

Phineas J. Bitterman: Yep, this is just the start, later on it's going to be even crazier than this chapter.

It sure was and now Team MUNE is going to come back even stronger.

GoD Anoroc: Glad you liked it and don't worry next chapter he will.

Trust me they were fun.

Lol, I love DevilArtemis.

I'm happy to hear Kermit thanks so, and yeah from what I heard I'm sure Pride of Four is up there. I did consider reading it, but by the time I saw it, it looked like the Author stopped updating and I always get sad reading a good story and accepting that the writer stopped.

My personal favorite RWBY X DBZ story was The Boy with the monkey Tail by Vinglot the Sky Ship, when he stopped it updating it's what lead me to write this story.

camillo navas: Yep lol and at least you were right about Eclipse though Kron refused his help stubborn as always.

HopeKobster: I will say they still have to catch up but in the next arc characters are going to start catching up.

Glad you like it and as for his Royal Guards, they were just hiding waiting for Eclipse to call him.

Guest: Sepia was from Anima she was more like a mercenary that Atlas hired since she had a Semblance that could counter Kron's Ki, as for where she is we'll see her again, there's a reason why she's not been seen.

Lubmin

Thank you!

Lol huh I never thought of that, just imagine Sepiroth with green hair.

Flowjam: He was going to, great guest!


Alright guys that's all I have today! Hope you look forward to next week.

Have an awesome day! :)