Remnant's Wolverine (Wolverin...

By jushait

165K 2.6K 2.3K

(ALL ART THAT ARE IN THIS STORY ARE MADE BY ME) You are Y/N, that's the only thing you remember from your pa... More

Enter Wolverine
Initiation
Players and Pieces
The Burden
Forever Fall
The Stray
Welcome to Beacon
Man and Mutants
omg holy fuck
A Minor Inconvenience
Extracurricular
Burning the Candle
Field Trip Gone Wrong Part. 1
Field Trip Gone Wrong Part. 2
Round One
Never Miss A Beat
Something's Wrong
Goodbye
New Life, New Problems
Daughter
Two In One Body
That Day
Hope
Long Time No See
Complicated Reunion
Fight For What's Right
The Wolverine
The Truth
Down Memory Lane
Argus
Our Way
Ace-Operatives
Sparks
Gone To Shit
Confession
Out In The Open
With Friends Like These
Divide And Conquer
Strings
A Cinderella Story
War
...

Round Two

2.2K 32 42
By jushait

Dark

Nora Valkyrie opens her eyes. Her vision blurry. She blinks a few times before opening her eyes fully to see her arm covered in burn marks.

Klein: No need to worry, miss. You and your friend are going to be just fine.

Klein glances down after adjusting some medical tubes. Nora's vision turns to the sound of a door being opened. Blake is opening a door for Ruby, Weiss, Raven, Whitley, and Y/N who are carrying an unconscious

Penny Polendina.

Blake: She lost consciousness. And she's... leaking.

Klein: Set her down, set her down.

Y/N sets Penny down on a bed next to Nora's. Whitley is shown grimacing at the green fluid that stains his clothes. Ruby and Weiss do the same. Y/N turns to Raven with a serious face and walks over to talk to her.

Ruby: Can you help her?

Klein scans Penny with his scroll, which locates an injury at her waist. His eyes are red as he assesses the damage.

In the background, Raven can be seen nodding at Y/N and Y/N putting one arm over her to hug her. They release from the hug and Raven exits the room.

Klein: Even based on what you've told me, I hardly know what she is.

He coughs, and his eyes turn from red to brown. Y/N walks over to the group and rests his fists on the sides of his waist.

Klein: Ahem, but, her basic anatomy seems similar enough. I can at least stitch up that wound.

A thundery crash sounds from outside. Everyone present glances in the direction. The power suddenly goes out.

Y/N: Well, that's convenient.

Ruby takes out her ringing scroll. May Marigold's voice comes through.

May: Everyone okay back there? Just saw another bombing run light up the kingdom.

Ruby glances out the window.

Ruby: Looks like part of the city lost power. We're okay though.

May is shown piloting a Manta through a sky filled with clashing Grimm and Atlesian aircraft.

May: Sorry I couldn't stick around, but time's running out for everyone in the crater.

Ruby: No, we're sorry. Once we know what's wrong with Penny, we'll... we'll do something.

As Ruby speaks, May watches as a distant Tempest tear apart an Atlesian Airship.

May: Don't beat yourself up, kid. At this point—I don't know how much is left to be done.

As May ends the call, Ruby starts to tear up.

Ruby: It's all just... too much. The Grimm, the crater, Nora, Penny... How do we fix all of it?

Y/N puts a reassuring hand on Ruby's shoulder as Klein sneezes, his eyes light blue.

Klein: One step at a time, my dear.

He sneezes again, his eyes returning to brown.

Y/N: We can't worry about fixing everything. Let's focus on what's in front of us: We need to bring the power back on.

Ruby: Well, how would we-

Willow: We have a generator near the edge of the estate.

Willow is leaning on a doorframe, a bottle of alcohol in hand. Whitley huffs, crossing his arms.

Whitley: So kind of you to join us, mother.

Willow: Believe it or not, I am above drinking in the dark.

Willow notices Klein.

Willow: Oh, hello, Klein.

Klein gives his former employer a silent nod.

Weiss: SDC executives have their own auxiliary power supplies in case of a city-wide blackout. It's extremely unfair, but perhaps now isn't such a bad time for company perks.

Whitley glances out the window and seems to have something pop up in his mind.

Whitley: We don't just have perks.

Weiss: Hm?

Whitley: We have the company. The people you mentioned in the crater, they need a way out, right? There are rows and rows of cargo ships just sitting in the hangars because of the embargo.

Weiss: And our own automated drones, like the ones at Snow Shoe Shipping.

Y/N: And that means?

Whitley: We can order as many as we need to pilot our ships down to the crater and get people to safety, while the Grimm are occupied with the general's forces.

Blake: We can?

Whitley: I can. I just need father's computer.

Ruby: Then we definitely need to get the power back on.

—————————

Qrow wakes up from a nightmare. He glances at the cells containing Watts and Jacques, who has his arms wrapped around himself.

Domino: Yup.

Qrow glances at her. She seems to be lying on her solid bed.

Domino: Not getting much sleep here either.

Qrow rises and puts a hand to his forehead.

Robyn: Sounds bad out there.

Qrow's eyes widen as it travels towards the wall.

Qrow: Wait.

The sound of rumbling reaches their ears.

Qrow: That doesn't sound like-

Arthur glances nervously at a wall seconds before a fiery blast collides with it.

Qrow: Get down!

Domino looks at him with tired eyes and just rolls off the bed and onto the ground.

The blast shoots past them, leaving a pile of rubble and small fires in its wake. Robyn lowers the hand protecting her eyes to the sound of a crow screeching. She glances up, then lowers her head back down as more debris falls toward them.

—————————

Blake and Ruby sprint to the power shed outside Schnee Manor and push open the gates. Ruby throws a lever on the backup generator, and it hums to life. The words STARTUP SEQUENCE - POWER BACKUP can be seen on its main display.

Ruby: Oh, come on, come on.

Blake: Don't worry. It'll work.

Ruby: Nothing else has.

Blake: I know you don't always know what to do, but that's never stopped you from doing something.

Blake: I was like that as a girl, but time and... a lot of other things, took their toll on me. Then I wasn't sure if that kind of girl could actually survive in the world... until I met you. It was a little strange at first because you were younger, but I've always looked up to you, Ruby. And I still do.

Ruby tears up again, and seems to be reassured.

Y/N walks beside Weiss and Whitley, Weiss looks at Y/N and she lets Whitley walk in front of them, alone.

Weiss: Hey, Y/N.

Y/N looks at Weiss before looking back in front.

Y/N: Yeah?

Weiss: You've been.. acting quite distant lately.. is there something wrong?

Y/N looks across his shoulder and stops walking, Weiss stopped walking in response and looks at Y/N with concern.

Y/N: It's nothing.

Weiss seems displeased by this.

Weiss: I don't believe you.

Weiss takes Y/N's hands and forces him to look her in the eyes.

Weiss: Y/N. You can always talk to me. I know there's something bothering you.

Y/N looks down and sighs as he gives in, he pulls his hands away and pulls Weiss beside him as he walks while slinging his arm on her shoulder.

Y/N: Ever since I stepped foot in Atlas, I've been having these hallucinations - no, more like flashbacks - of the past. And now, I remember almost all of it—all of them.

Weiss looks at Y/N and looks down as she continues to listen.

Y/N: These... memories... they're changing me. I can feel the past and its anger merging with mine. This change... is messing with how I think, and how I see my surroundings. Nothing makes sense anymore. 

Y/N: I'm not sure if it ever did in the first place.

Weiss looks at Y/N and smiles before putting her head on his shoulder.

Weiss: No matter how much you change, how much you care about us—I won't stop being here for you.

Y/N looks at Weiss and smiles softly. 

Y/N: Thanks, Darlin'. 

Y/N: I almost forget that you hated me for two months.

Weiss giggles.

Weiss: That's the plan~!

He tightens his grasp on her as the two continue walking.

Ruby: Thanks, Blake.

The generator finally reaches operational capacity, and power is restored to Schnee Manor.

Whitley, who is waiting in his father's study, practically pounces on the keyboard of the desktop terminal as Weiss looks on. Y/N leans against the door of the room.

Blake seems satisfied at a job well done, but her ears droop, and her expression turns to one of shock as she regards something behind the camera.

Ruby: What?

A man's silhouette can be seen in front of a flash of lightning through a window behind Ruby. He's smiling.

Klein and Willow are waiting uneasily in Weiss' bedroom. A distant shatter of glass has them startled.

Klein: What was that?

Another loud crash rings out, and Willow reaches for her bottle.

Weiss answers a transmission from her team on her Scroll.

Weiss: Ruby! Blake!

Blake: Weiss! There's someone- Look out!

The transmission cuts off, and Weiss turns to her brother, still on the computer.

Weiss: Can you handle this?

Whitley: Assuming you can handle that.

Weiss scoffs, and hurries for the door. Y/N stops her by putting a hand on her chest, she blushes slightly before looking at Y/N.

Y/N: I'll deal with it.

Weiss: Then I'm coming with!

Y/N opens his mouth to argue but Weiss moves his hand and walks out the door. Y/N looks at the doorway before looking at Whitley.

He chuckles and Y/N rolls his eyes before walking out the door, following her.

Ruby is thrown through a hole in the wall of the power shed. The man walks out of the smoke from the hole and roars menacingly at her. Blake tries to land a blow, but the man catches her foot and swings her before throwing her aside. The man lunges forward, and Ruby avoids it using her Semblance.

Ruby: Who is this guy?!

Blake: I-I don't know!

Blake fires at the man and the man laughs it off as he walks forward. Blake leaps off a wall to attack, but is knocked aside.

The man: Take the girl.

Then, a Grimm - The Hound - appears from above and slams into the ground, it bears a resemblance with the Sabretooth's Grimm form, but it was smaller than the Sabretooth.

The Hound: Take the girl.

It repeats the man's order. Ruby prepares to use her Silver Eyes as the Hound roared.

The man charges, pummeling Ruby to the ground. Her Aura shimmers weakly. Blake gets back onto her feet.

Blake: Ruby!

The man brings Ruby up by her neck while she is unconscious. He laughs before his fingernails elongate.

With a roar, the Hound sprouts newly formed wings from its back. It begins to take off. The man threw Ruby up so that the Hound could catch it.

It successfully caught Ruby in the air and began to fly away. Blake manages to get her weapon around one of its feet, and stabs her sheath into the ground to tether it.

Meanwhile, Weiss arrives at the scene, speaking into her Scroll. Y/N is still far away when he sees the Grimm holding Ruby with its foot.

Weiss: Klein!

In Weiss' bedroom, Klein is tending to Penny as Willow pours herself a drink.

Weiss: There's a Grimm here and others might be nearby. Keep everyone together and call if there's trouble.

Klein: Of course.

Willow's hands are shaking violently, and she loses her grip on the cup and bottle. They shatter against the floor, which doesn't do her nerves any good.

Klein: Madame, please try to calm yourself.

Unbeknownst to either of them, Penny's eyes snap open, her irises an ominous red color. Willow panics, running out the door.

Willow: I can't do this. I can't do this!

Klein: Willow, please come back!

He notices Penny standing, and turns to her.

Klein: Goodness, try not to-

Penny, clearly not in her right mind, throws Klein aside. He falls against a chair, which clatters to the ground. Penny takes a step toward him, then her eyes flicker between red and her usual green. Her Maiden's eye-flames flare up, and she stumbles back as a whirling air current and a bright green light fills the room.

Penny: No, not again!

—————————

A few moments ago.

Salem can be seen looking out from the giant Whale Grimm's mouth, she is then approached by Victor Creed.

Victor: You called me?

Salem: You still have a mission to do, Victor... Aren't you going to fulfill it?

Victor: Sure I will, I just need to catch her scent.

Salem: You won't need to be doing that, my Seers have already located her for you.

Salem turns around and a Seer goes over to her, she walks towards Victor and the Seer steps between them. She puts her hand on the Seer and Victor looks at it.

Victor: Schnee Manor, huh?

Salem: Indeed. And as for company, you'll be bringing him with you.

Salem points to the side and Victor turns his head. He sees The Hound and it lowers its head as it senses Victor's heavy presence.

Victor: Do I look like I need help? From some dog?

Victor: I don't need some Grimm following me around and getting in my way.

Salem: He's yours, Victor. A dog, Man's best friend. You're a man, aren't you? 

Salem turns her back at him and walks away. Victor looks at the Hound and pushes its head with his finger, he chuckles as the Hound's head bounces from his finger and huffs.

Salem: Have fun.

—————————

At the power shed, Weiss launches a barrage of icy projectiles at the airborne Hound, but misses. She stabs her rapier into the ground, using her Semblance to call forth a Giant Nevermore, but it is destroyed mid-summon as the man joins the fray.

Blake is distracted as the man attacks her, and the Hound shakes off its tether, climbing higher into the sky.

Blake: No!

Blake blocks the man's attack before she is kicked away by him.

The Hound notices the distant green glow of Penny's Maiden powers from the manor, and Ruby looks at the green fluid staining her clothes.

Ruby: It's not here for me, it's here for Penny!

The Hound changes targets, dropping Ruby and taking off for the manor. Weiss notices her falling helplessly.

Weiss: Ruby!

The girl hits the ground hard, her Aura dissipating. The man stomps Blake's chest - her aura shattering - , then turns to Weiss. Y/N runs towards Weiss and she turns to him.

Y/N: Help the others in the mansion, I'll take care of this jackass.

Weiss casts one last worried look at Ruby, before looking confidently at Y/N. She then heads to the manor herself. The man kicks Blake across the yard and towards Ruby. The man chuckles as he cracks his knuckles.

Y/N: Hey! 

Y/N puts on his cowl and unsheathes his claws.

Y/N: You picked the wrong house bub!

The man stopped in response, before grinning with his teeth. Y/N's eyes widen when he saw a clear shot of the man's face.

Y/N: You're..-!

Back in the manor, Penny struggles to maintain control as Klein watches from outside the storm surrounding her. Whenever her eyes turn red, she takes a step toward Klein.

Klein: You're okay. Please!

Penny's eyes alternate chaotically between red and green, and she appears to be in pain.

Penny: I don't want to do it.

A hand reaches out to grab Penny's.

Nora: Hey...

Penny is taken by surprise, her eye-flames vanishing. The storm rages on.

Nora: No one's going to make you do anything you don't want to do.

Penny fights against the hack in her system, her words coming out haltingly.

Penny: But there is a part of me... It's making me...

Nora: It's just a part of you. Don't forget about the rest.

The storm in Weiss' bedroom calms, and Nora gives Penny's hand a weak squeeze. Penny seems to have taken control for the moment, and kneels by Nora's bedside. Klein receives a transmission on his Scroll.

Weiss: Klein, it's coming inside. Stay quiet. I'm on my way.

Klein: Do hurry. Whitley and Willow have yet to return.

Weiss: What? Where'd Mom go?

Willow bursts through the doors of her room, breathing heavily. She reaches for a bottle on a nearby table, but seems to harden her resolve, seeing her Scroll next to it. A distant crash has her yelping in surprise. The Hound has entered the manor's entrance hall, and sniffs around for Penny, stopping at a large puddle of her green fluid on the floor. Nora and Penny look horrified at the Grimm's distant sniffling sounds.

Weiss reaches the manor as well, stepping lightly and looking for the Hound. Suddenly her Scroll beeps.

Willow: Above you!

Weiss narrowly dodges as the Hound drops from the ceiling, but it swings its' arm, knocking her backward. Her Aura shimmers as she slams into the piano behind her. She fires icy projectiles at the Hound as it leaps onto the second landing, and it roars indignantly before crawling out of sight. Weiss uses her scroll.

Weiss: Mom?

In Willow's room, her bottle lies in pieces. She brings up several camera feeds showing the manor's surveillance on her Scroll.

Willow: I... I can see it. It's outside Winter's old room. I- You can kill it? Can't you?

Weiss: What is it doing?

Weiss heads for the stairs as she talks. The Hound is shown prowling the hallway, sniffing.

Willow: I'm not sure. It's acting strange. Why is it here?

Weiss climbs the stairs, her rapier at the ready.

Weiss: It doesn't matter. Just keep an eye on it so I can track it down.

Willow takes a breath to steady herself.

Willow: Right. Right. Okay. It's moving again. Heading towards... Oh dear, no.

Meanwhile, Whitley is still working in his father's study, his vest stained with Penny's green fluid.

Whitley: I can do this.

His Scroll beeps.

Willow: Whitley.

Whitley groans, hanging up on his mother.

Whitley: You are the last thing I need. All that's left should be...

The door creaks open, and Whitley grunts in frustration, turning to the door. His expression turns to one of horror.

As the Hound makes its way into the study, Whitley takes cover behind the desk. The Grimm sniffs around, its footsteps rattling the pieces of a nearby chess set. Whitley risks a look at the Hound.

Computer: Credentials verified. Click to proceed.

The Hound's head snaps toward the computer, and Whitley goes back behind the desk. As the Grimm nears the desk, Whitley's eyes widen.

The Hound: I know... you're here.

A summoned Boarbatusk suddenly charges the Hound, pinning it to the wall. Willow is seen in the doorway.

Willow: Run!

Whitley heads for the door, turning back for one last keystroke. A window reading ORDERS RECEIVED pops up on the computer screen as the Hound fights Willow's summon.

Computer: Thank you.

Willow and Whitley scramble into the hallway, putting distance between themselves and the room, but the Hound destroys the summoned Boarbatusk and bursts out of the room. Whitley slams the door behind him at the end of the corridor but it barely slowly the Hound down. As he and his mother sprint, the Hound starts to gain on them, and pounces--

A wall of solid ice stops the Grimm from advancing, and Willow and Whitley turn to see Weiss at the end of the corridor.

Weiss: I didn't forget you.

Willow and Whitley both smile at her, but their expressions change as the ice wall begins to crack. On the other side, the Hound slashes at the wall with its' claws.

Weiss: Go!

Willow lays a concerned hand on her daughter's shoulder as she and Whitley run past. Weiss stabs her weapon into the ground to prepare for a summon.

Y/N: VICTOR!!

Victor: Let's go for round two. Just you and me!

Y/N: I'm gonna rip you apart!

Y/N has drool dripping from his mouth as he is fueled with rage, Y/N slashes blindly at Victor with a nasty snarl, Victor dodges and tears at Y/N's cowl, the cowl's tear doesn't heal and reveals part of Y/N's face. Y/N rips his cowl off and shows his face to Victor.

Victor: See? Behind that mask, you're still the same old Y/N.

Y/N grits his teeth and stabs Victor's stomach, he lets out a grunt before Y/N kicks him back. Victor gets pummeled against the ground and he laughs.

Y/N lunges at Victor and Victor looks up at him with an evil grin. Y/N lands on Victor's body and slashes repeatedly at his face. He then shoved his hand in Victor's chest and pulls out his ribs. Victor lets out a yell before he punches Y/N back, he flies through the fence and rolls around the grass. He stops himself by stabbing the ground and turns his head quickly towards Victor, who walks slowly toward him.

Victor: Tell me this, Y/N. Do you even know how to kill me?

Y/N stands up, his saliva dripping through his gritted teeth. His fist tightens and his claws shined from the light of the shattered moon.

Y/N: I'm going to cut your goddamn head off. We'll see what happens then!

Y/N and Victor lunged at each other, they roared, creating a booming symphony of rage which shook the ground.

Ruby is still unconscious and beside lied Blake, who had little to no energy left.

Blake: I don't know if you can hear me, but I need you, Ruby. We all need you. We need to go.. I need you to stand up!

Blake: Please, get up.

Blake looks towards the fight and sees Y/N flying towards them. Suddenly, Ruby pushes Blake away and she rolls away. Y/N slams into the ground between them and gets dragged into the ground several meters way.

Ruby: I could hear you.

Blake lets out a relieved sigh, and accepts a helping hand from Ruby to get back on her feet. Then Penny's distant scream has them turning to look back at the manor. They look at Y/N and his enraged state.

Y/N: You girls better get the hell out of my way.

The two girls nod and ran towards the Manor.

The Hound hears the scream, then abandons all efforts at breaking the ice wall, turning for Weiss' bedroom. Weiss' summon fades away behind her as she speaks into her scroll.

Weiss: It's coming!

Penny is struggling more than ever to maintain control.

Penny: I'm sorry!

With one last grunt, Watts' virus takes over and her eyes stay red. Klein tries to stop her, but Penny simply pushes him away and leaves the bedroom. Willow and Whitley finally reach the entrance hall, and they grab the bannister of the main staircase, breathing heavily. Penny walks by them.

Whitley: What are you doing?

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

Penny's voice is monotonous.

The Hound appears and lunges behind her before locking hands with Penny at the landing, forcing them both into a standstill. Then a third arm emerges from its back and slams Penny into the floor repeatedly. It growls out each word of Victor's order every time Penny hits the ground.

The Hound: Take. The. Girl.

The Hound lifts an unconscious Penny with one hand as Ruby, Weiss, and Blake return to the manor.

Y/N's eyes became bright blue from his raging semblance, his veins looked as if they were about to burst, and his breathing became feral. His vocal cords created inhuman noises which would disturb any sane person.

Y/N is being pinned on the ground by Victor who held his hands and pulled on them as he planted his foot on Y/N's stomach.

Victor: You're all bark and no bite.

Y/N lets out roars, grunts, and growls as he shakes his head around like a rabid dog. Victor pulled on his arms more as he continues to push his foot onto his stomach.

Victor: Where's that animal you keep inside? Let him come out!

As Victor pulled, something snapped within Y/N.

Y/N's eyes widened. All of his memories unlocked, the sorrow, the happiness, the guilt, the pain, and something that followed him even when his mind had been erased for numerous times.

RAGE

He slams his teeth closed and gritted them as his eyes of raging fire became a piercing blinding white before withering away and dimming to reveal his normal eyes.

He groaned as his muscles moved and his veins slithered beneath his skin, his body began to reshape, almost as if the Beast inside began to effect his body. Y/N looks up at Victor.

Y/N: You wanted the animal?

Y/N focuses his strength into the muscles in his arms and he lifts himself up towards Victor, Victor is surprised by Y/N's sudden strength and looks down at him.

Y/N: Here I am.

Y/N pulled his claws in and yanks his arms away, he then grabs Victor's neck and slams him to the ground head-first. He steps back and unsheathes his claws.

Victor slowly puts a palm on the ground and he stands from his fall, he walks towards Y/N and towers above him. Y/N looks up at Victor, baring teeth.

Victor: You keep trying to walk among these humans. When are you going to figure it out? We're not like them!

Y/N: I am nothing like you!

Victor laughs a little and slashes at Y/N, Y/N zooms back before jumping and spinning in the air with his claws. Victor puts his arms up to defend himself and gets slashed. Y/N lands and sweeps his legs before stabbing the ground and missing Victor's head.

Victor rolls back to a crouch and roared like an animal, Y/N scowled and bared his teeth while drool is seeping through them. Blood drips from Y/N's claws.

Victor wipes his mouth of drool and clawed his hands.

Victor jumps and attacks down on Y/N, to which he dodged. Y/N rolled to the side and slashes Victor's side. He moved back and grabs Y/N's leg, Victor then threw Y/N behind him but not before Y/N stabbed his claws into Victor's waist.

Y/N brought Victor with him as he fell to the ground, he then pulls Victor over by the shoulder and stabs his chest. Y/N shifts his position and sits on Victor's stomach as he moved his claws around inside Victor's chest.

Victor let out a short yell of pain as his insides are being torn apart.

Y/N: Why did you come back? What the hell do you want!?

Victor grabs Y/N's hand as he struggles to lift his claws out of his chest. Y/N shoves his hand inside and Victor puts both of his hands on Y/N's forearm.

Victor yells as he pushes Y/N's claws out, Y/N then uses this to lift Victor up a little and slam him against the ground. Victor grabs Y/N's arm and puts it into an arm lock. Y/N is pinned on the ground and Victor is stretching out his arm.

Just as Y/N is stabbing him repeatedly in the leg to free his hand, Victor yells in pain and punches the back of Y/N's head before kicking him, sending him flying back towards the power shed. Victor uses this opportunity to flee and proceeded to run like an animal, on all-fours.

Ruby: Penny!

The Grimm raises a claw to Penny's throat, causing the girls to stop in their tracks. Willow and Whitley look on, terrified.

Then, a window smash can be heard and Victor crashes through, he rolls to the floor and stands up. He then approached The Hound, smiling when he sees that his dog has caught the girl.

Ruby's voice turns uncharacteristically low, matching her anger and indignation.

Ruby: That's... enough.

Weiss and Blake turn to look at her as a bright light emanates from her Silver Eyes.

Victor's senses goes haywire and The Hound becomes injured from the light. The Hound drops Penny and stumbles back with Victor, falling through the window behind it.

Penny tumbles down the staircase, coming to a rest at the three girls' feet. They rush the check on her, but the Hound slowly crawls back into view.

Victor sat up and pushes The Hound away, he stretched his jaws from the ringing in his ears and squeezes his eyelids. Victor turns to The Hound.

Victor: (grunting) Kill them all.

The Hound looks at him and nodded, the side of its face melting.

As it drags itself back onto the window and into the manor, its inner core is visible: the head of a decrepit Silver-Eyed male fox Faunus with veins covering his face, dark fluid seeping from his one eye and ear, and exposed muscles by his chin and neck.

As it lumbers down the stairs and its joints crack back into place, the head repeats its orders in a raspy voice. Even Ruby is stunned at the horrific sight.

The Hound: Kill... them all. Kill... them... all.

Whitley looks at the giant suit of armor beside him at the landing and gets his mother's attention. Weiss and Blake hurriedly carry Penny to an alcove in the wall before raising their weapons to stand beside Ruby.

The Hound: Kill them all!

Whitley and Willow push as hard as they can against the armor. As the Hound closes in on Ruby and her friends, its' head regenerates, covering the host's face again. It's voice deepens to the feral roar from before.

The Hound: Kill! Them! All!

Just as the half-dead Grimm is ready to make a final lunge, Willow and Whitley manage to tip over the suit of armor. It crashes and clatters on top of the Hound in a cloud of rubble. When the dust finally settles, the Hound has stopped moving beneath the armor. Ruby drops to her knees, staring in shock at the Hound's lone exposed arm as it begins to disintegrate.

Weiss: What was that?

Ruby: That was... a person.

The dark Grimm flesh fades away to reveal the skeletal forearm and hand of its' Faunus host.

Y/N removes a metal rod that is lodged in his body as he runs towards the Manor. He slid against the ground when he turns directions and barges through the doors. He sees the scene and his attention is caught when he sees the broken window.

Y/N runs up the stairs and stops at the window, he leans his body out of the window as he sniffs the air.

His face morphs into an angry expression and roars loudly, lifting his head up as his claws pop out and the windows shatter. The people surrounding him covered their ears and shut their eyes from the ground-shaking roar.

Y/N continued to roar as veins appeared in his neck and his hands shake as his rage reaches its threshold.

He stops.

With the pent-up rage from the fight all released, he stumbles back and stops himself from falling by grabbing onto the banister.

He then went limp and falls down, he leans against the banister to sit up. Weiss and Blake ran over to him to check on him. They kneel down in front of him.

Weiss: Are you okay?!

Weiss puts her hands all over him, making sure he's alright and he responds by catching her hand and letting it go before nodding while breathing heavily. She sighs out of relief and Blake grabs his hand, she caresses it while looking at his eyes.

Y/N sighs and closes his eyes before leaning his head back.

—————————

Meanwhile, at the Atlas holding cells, Cinder tears away a chunk of rubble and smirks down at Watts.

Cinder: You know, this may be the first time I've ever been happy to see you.

Watts: Cinder.

Cinder grabs Watts' hand and helps him up, letting him lean on her.

Watts: What are you-

Cinder covers his mouth with her Grimm arm, cutting his sentence short.

Cinder: It's my turn to ask for something.

She raises Watts onto her shoulders in a fireman's lift, then heads for the hole she blasted in the wall. A trio of Atlesian soldiers burst into the room, two with rifles and the third with a rocket launcher.

Soldier: It's her!

Cinder scoffs as the soldiers aim their weapons at her. Flames burst into existence at her feet, and she propels herself past the soldiers just as they fire their weapons. An explosion can be heard from inside the room as she zooms out into the Atlesian sky, giving one last smug look back.

Witch


As the Atlesian Military prepares to fight the scores of Grimm emerging from Monstra's body, Yang, Jaune, Ren, Laura, and Deadpool sprint down a corridor within the gigantic Grimm. They stop to catch their breath.

Yang: Well, that was harrowing.

Laura: We're not in the clear yet. We still have to search this whole thing and find Oscar before the Atlesian Girl Scouts blow us to pieces.

Deadpool began to speak whilst catching his breath.

Deadpool: Let's hurry this up okay? Cause I want to die a natural death at the age of 102 - like the city of Detroit.

Jaune: That's on the world Islands, right?

Deadpoool: Shut up, Janette.

Deadpool waves his hand tiredly as he turns around and puts his hands on his knees.

Yang: How are we supposed to find Oscar? It's going to be like finding a needle in a... giant... whale. Why did we think this was a good idea?

Ren looks thoughtfully down the corridor.

Ren: I... I might be able to help. I can sense spikes of people's emotions, I think. It happened on Winter's ship. If I focus my Aura, I can keep it up.

Yang: Okay, that's new. Maybe one of them is Oscar.

Deadpool turns to the side and looks at the camera. He leans in and whispers.

Deadpool: How do these people randomly get upgrades? Cause I want one, where's mine?! No but seriously! There's no struggle to achieve it, and since when do semblances evolve? I'm talking canonically of course. Come on, roosterteeth!

Laura: Who the hell are you talking to?

Ren touches his temples with his fingertips, focusing.

Ren: I can sort of tell where they are, but not who. They're more of less in the same area though. Further in. I can lead.

Ren makes to move down the corridor, but Jaune stops him with a hand on his shoulder.

Jaune: Hey, you don't have to drain yourself. I can help too.

Ren: Yeah, good thinking. Thanks.

Jaune: Well, lead the way.

Jaune awkwardly points finger guns at Ren while Yang rolls her eyes. Yang pats Deadpool's back signaling to go as she walks past him.

—————————

Elsewhere in Monstra, Oscar lies on his side on the ground.

Oscar: She brushed off her bumps and bruises, for nothing hurt worse than the loneliness in her chest.

Ozpin: I recognize that. The Girl Who Fell Through The World?

Oscar chuckles, turning to lie on his back.

Oscar: I shouldn't be surprised you're so familiar with fairy tales.

Ozpin: I've lived through my share of them. How are you holding up?

Oscar: I thought the idea of falling through Remnant into a new world was exciting. I never understood why she was so sad when she finally made it back home. But now it makes more sense.

Oscar stretches out toward the light emanating from beyond a membrane on the ceiling, and studies his gloved hand.

Ozpin: She wasn't the same girl anymore.

Oscar: Yeah.

Ozpin: I think this plan to divide might have run its course. It's time we start thinking about a way out. Not having our cane certainly limits the options, so...

With effort, Oscar curls into a fetal position.

Oscar: No, I don't like what happens when we use magic. Every time we use it, I can feel us merging faster. I'm not ready for that.

Ozpin: I don't blame you. Honestly, I think you're doing just fine on your own.

The door opens and Hazel enters. Oscar pushes himself into a supine position just before Hazel grabs him by the collar and hauls him up.

—————————

Outside of Monstra, Atlesian soldiers are lined up on either side of a trench. Winter Schnee is walking between the rows, addressing her troops. Amongst the soldiers is Team FNKI.

Winter: Listen up everyone. We're keeping this LZ clear for the payload we're going to put aboard that thing. If we can't hold this line, it will continue to spit out Grimm and we lose the city. Is that understood?

Soldiers: Yes, ma'am.

Neon Katt turns to her teammate Flynt Coal, trying to stay upbeat.

Neon: You wouldn't happen to know a tune for this, huh?

Flynt: I don't know if anybody does.

Vine Zeki leaps clear over the trench, using his Semblance to move faster.

Vine: Another wave incoming. Keep them back.

With one last determined look at each other, Neon and Flynt climb the sides of the trench and join the fray alongside their fellow soldiers.

Soldier: Move, move, move!

Marrow Amin remains in the trench, watching them mobilize.

Marrow: But... they're just kids.

Elm Ederne touches down in the trench to admonish her teammate, her hammer at the ready.

Elm: You can hash out your issues later. Right now, just kill Grimm.

She climbs back out of the trench and scrambles across the battlefield.

—————————

Meanwhile, Hazel enters the room where the Relic of Knowledge is being kept, and drops Oscar along the path.

Oscar: Why did you bring me here?

Hazel takes a moment to examine the Lamp on its pedestal before he responds. As he speaks, he circles the Lamp, eyeing it suspiciously.

Hazel: I've been thinking about what you said. If it's a lie and I took that lie to Salem, the punishment would fall on my head before yours. If what you said is true and I used the password myself, well—I don't know what happens when this thing activates.

Hazel turns back to look down at Oscar.

Hazel: So let's see if you're bluffing.

Oscar: You want me to summon her?

Hazel: Either way, it'll tell me what I need to know.

Emerald Sustrai appears, looking between Hazel and Oscar with a concerned expression.

Emerald: What are you doing?

Hazel grunts noncommittally, joining her behind Oscar.

Hazel: Let's find out.

Oscar slowly gets up, holding his side. He takes a deep breath.

Oscar: Jinn.

Cyan mist spew and envelopes the Lamp. Hazel holds a protective arm out in front of Emerald, who takes a step back. Both look on in awe.

Jinn materializes and stretches, settling into a relaxed position.

Jinn: Why, hello again, old man. Did you have a question for me?

Oscar chuckles, waving hello to Jinn. He turns to look at Hazel.

It was true, Ozpin's word was true. The Jinn had an unlimited amount of answers.

Hazel: Actually, I think all my questions are answered now.

Jinn looks on bemusedly.

Oscar: What are you going to do?

Hazel momentarily closes his eyes, likely in remembrance of his sister.

Hazel: What Gretchen would have done. And that starts with getting you away from here. Both of you.

He turns to Emerald, who can only blink in concern. Oscar approaches Hazel.

Oscar: I'm going to need something before I go.

Jinn: So just to be clear, none of you have a question for me?

Oscar: No, but we'll be bringing you with us.

Hazel and Emerald trade uneasy looks.

Hazel: The moment we move that thing, this place goes on high alert. Better to get you out first.

Oscar: But...

Hazel: I'll come back for it. Not like she knows the password anyway.

Hazel and Emerald turn to leave. With one last backward glance at Jinn, Oscar wordlessly follows them.

Jinn looks to the side, before returning to the Lamp in a puff of cyan smoke.

In the darkness next to the door, a pair of differently-colored eyes can be seen watching the trio leave. A featureless red figure steps out into the light, shimmers, and turns into Neopolitan. She slowly approaches the Lamp.

—————————

Yang's group are moving down a corridor. Jaune is using his Semblance to amplify Ren's. Before long, Jaune's Aura shimmers, and he splutters, short of breath.

Jaune: Sorry.

Jaune tries to put his hand on a wall for support, but it slides off the mucus-covered surface, and he shakes the goop from his hand, disgusted.

Ren: It's not your fault. I'm masking and tracking at the same time.

Deadpool: Do you guys need a minute? We can always let the big army men nuke the whale?

Yang: You're not helping, Wade.

Laura: We don't know how much longer we have.

Laura turns to Ren.

Laura: Why don't you give masking a break? Give me directions and I can scout ahead.

Ren: Thanks. We should be heading straight for a while.

Jaune: Yeah, I'll just sit-

Laura: No, you're coming with. I need someone to watch my back too, you know.

Jaune makes a tired expression. Laura gives a hand out, Jaune looks at it before finally grabbing it.

Jaune: God, you're so much like your dad.

Laura pulls him up and takes off down the corridor. Jaune jogs backwards and raises an arm back as a farewell before sprinting to catch up to Laura.

The other three watch them go. Yang turns to Ren.

Yang: Well, at least you guys being friends again takes the sting out of impending doom.

Ren: It's okay to be afraid, you know. You don't always have to hide it with a joke.

Yang: Glad I'm not the only one who's scared.

Ren: Of course I'm scared.

Ren turns back to look in Jaune's direction.

Ren: Him on the other hand... There's no fear at all. I can see it, he believes we're going to get this done.

Ren turns back to face Yang, who chuckles.

Yang: Then I do too.

Deadpool points down the corridor.

Deadpool: Does that look like fearless to you?

Suddenly, Jaune and Laura comes sprinting at full force toward them. Jaune hurries them into an alcove and crouches by its entrance, expanding his shield and drawing his sword. Laura stayed back and peeked behind the wall before going to the group.

Laura: Mask us, Ren!

The group turns monochrome as Ren uses his Semblance. A Seer hovers into the nearby corridor. Ren's Aura shimmers, and he struggles to keep his Semblance active.

The group watched as the Seer floats past them. Laura stuck to the ceilings and Deadpool stood covering the masked group while having a hand to his sword handle.

The Seer stops in its tracks after Ren's Aura breaks and his Semblance deactivates. Laura scowls and Deadpool pulls his sword out.

—————————

Emerald and Hazel are moving down a hallway within Monstra.

Hazel: You sure he'll be okay on his own?

Emerald: I don't know, we just need to get... Wait.

Emerald holds a hand out in front of Hazel, who comes to an awkward stop. Salem is coming down the corridor toward them. Emerald quickly grabs Hazel's arm, pulling him out of Salem's way. They stand to the side with their heads bowed in deference.

Salem: Ah, Hazel. Have you gotten what we need yet?

Hazel turns to look at her, his eyes wide. He glances down at Emerald.

Hazel: I... I, uh...

Salem's eyes narrow suspiciously. Suddenly, a loud screech echoes through the corridors, and she turns away.

Salem: The Seers... seems we have guests.

Her eyes widen, and her calm demeanor drops.

Salem: The Lamp! Find them!

She speeds unnaturally fast down the hallway.

—————————

The group have just finished destroying the small troop of Grimm that the Seer had called after them.

Ren: What now?

Deadpool: Let's do what we do best, charge blindly into danger.

Yang: Would've gone with "keep moving forward," but sure. Jaune?

Jaune: Forward, no matter what.

The group move onward down the hallway.

—————————

Outside Monstra, Atlesian Paladins make short work of a pair of Megoliaths while Vine and Elm clean up the smaller Grimm. Neon and Flynt get into formation, warding off a Manticore. Marrow is also doing his part.

Marrow: Stay!

He uses his Semblance to immobilize an airborne Winged Beringel, which is taken down by Harriet Bree shortly after. After touching down, she contacts Winter over military comms.

Harriet: How much longer for the payload?

Winter: (over comms) It's approaching the LZ now.

Overhead, an Atlesian Airship flies in Monstra's direction, flanked by several Mantas. Marrow casts a worried glance at Monstra.

Marrow: Come on, Jaune.

—————————

Yang's group round a corner, running apon Emerald and her companion.

Yang: You.

Deadpool: Hey, I remember you!

Emerald has her weapons leveled at the group, but "Hazel" steps forward, holding his hands out.

Hazel: No, wait, stop!

His image shimmers and fades, revealing Oscar in the hallucination's place. Yang, Jaune and Ren lower their weapons with relieved smiles, but Jaune drops his sword and shield, running forward to embrace Oscar.

Jaune: Oscar!

Oscar winces in pain, but chuckles weakly and returns the embrace.

Emerald: I knew I sensed some weak minds nearby.

Laura: Who the hell's this chick?

The group's reunion is cut short, and they all stare at Emerald.

Jaune: What's going on here?

Oscar: It's a long story.

Yang steps forward warily.

Yang: You're gonna have to try and summarize it. Why should we trust you?

Ren: Because she's scared. Just like us.

Emerald raises her eyebrows in surprise. Yang and Jaune's expressions soften.

Emerald: Or maybe because I know how to get out of here.

She moves forward down the corridor past them, only sparing a glance in their direction.

Emerald: Anybody coming?

Deadpool raises an index finger and walks up to Emerald.

Deadpool: Wait, so- what's the deal with you, again?

—————————

Winter steps aboard the landed bomb carrier, receiving a Scroll from a nearby soldier. She then turns to address the ranks of troops behind her. Marrow is at the front of the crowd.

Winter: This is it, everyone. We're going to clear a path to that monster. We get the payload aboard, set the timer, and then we're out.

The soldiers salute her and disperse. Marrow runs onboard as Winter turns to inspect the explosive.

Marrow: They might still be alive in there.

Winter: I gave them their window. We can't wait any longer.

Marrow: Would you say the same thing if it was your sister inside? Are you gonna tell her what you did to her friends?

As Marrow speaks, Winter's expression becomes more and more pained. Finally, she turns around, her demeanor not quite as composed as before.

Winter: Yes, Marrow, because that's my duty. Now you do yours.

She places a sympathetic hand on Marrow's shoulder before he morosely turns and leaves.

—————————

Meanwhile, the group head for one of Monstra's open-air landing bays. The outskirts of Atlas are visible in the distance.

Oscar: We're almost out!

A terrific rumble shakes the ground, forcing them to stop.

Laura: What is that?

Emerald stares blankly straight head, the horror evident in her expression.

Emerald: It's her.

A massive screech sends the five of them covering their ears. Then everyone except Emerald is knocked off their feet by a blast of purple magic.

Salem stands at a freshly carved hole in the wall, her eyes sweeping over Oscar, then travelling to Emerald. The girl turns to run, but Salem extends her arms, grabbing her and pulling her close.

Salem: You really have been honing that Semblance of yours.

Ren fires at Salem, who turns and retaliates with another blast of magic. Jaune steps forward with his shield, but both he and Ren are blown off their feet and into the wall behind them, breaking the former's Aura.

Yang presses on, jabbing at Salem's front and planting her explosives there. She quickly gets out of range and detonates them.

Salem's upper body bends backwards from the force with her chest ripped open. Her free hand then twists and spit outs an adhesive substance in Yang's direction. She blocks it with her gauntlets, but Salem pulls, reining the girl in as her body regenerates. She finally closes her hand on one of Yang's gauntlets.

Oscar: Let them go!

Salem turns to face him, and takes a green beam of magic to the chest. She staggers, then glares and hurls Yang at Oscar. They tumble bodily on the ground. Sigils appear on the ground, spawning Shadow Hands that immobilize Yang, Jaune, Ren, and Oscar. She uses one last sigil to immobilize Emerald upright. A roiling ball of magic appears in her hand as she interrogates Emerald.

Salem: What did you do with the Lamp?

Emerald: Nothing.

Emerald appears resolute at first, but turns away when Salem moves the ball of magic toward her face.

Salem: It's missing. Where is it?

Emerald: I didn't do anything with it.

Emerald squeezes her eyes shut as Salem turns to look at Oscar.

Salem: Where is it?

The Shadow Hands binding Oscar force him into an upright position, his hands bound. Salem slowly approaches him.

Salem: (sighs) Look how you've diminished. How you've lessened yourself, and for what? These children, this ruined world?

Overcome by rage, she suddenly grabs Oscar's head from both sides, holding her thumbnails threateningly close to his eyes.

Salem: Why....do...you...keep...coming...back?!

Yang: Why do you?!

Salem's gaze shift to Yang, who is still pinned to the ground. As Yang speaks, she ignores the Shadow Hands tightening around her.

Yang: All of this endless death, because something bad happened to you once upon a time?!

Salem moves away from Oscar, slowly moving toward Yang.

Yang: Nobody gets a fairy-tale ending! Everything I've lost, every person I've lost, is because of you!

Salem: (scornfully) And who is it I've taken from you, girl?

Yang glares angrily at her captor.

Yang: Summer Rose. My mom.

Salem chuckles, bending forward to look at Yang with a bemused expression.

Salem: Hm...Her, again.

Hazel: Your grace.

Hazel enters the scene, passing in front of a still bound Emerald.

Salem: Ah, Hazel. I found our guests.

Salem gestures at the subdued teens as Shadow Hands shoot up to cover Yang's mouth.

Yang: No!

Salem conjures another ball of magic in her palm, turning to look at Emerald.

Salem: This one was helping them.

Emerald looks at Hazel, pleading with her eyes, but his expression is indecipherable. The hands holding Oscar retract, unceremoniously dropping him tot he ground.

Salem: Take the boy back to his chamber. I have work to do with this one.

Salem caresses a now tearful Emerald's cheek with the back of her hand, the churning magic inches from her face.

Hazel: Yes, of course.

As Hazel moves - weirdly - behind Salem to get to Oscar, Emerald's wide, panicked eyes follow him.

He looks at Yang, Jaune, and Ren as he passes by, then finally grabs Oscar by the collar and lifts him up to eye-level. He regards him for a moment, grimacing, before pulling him close to whisper in his ear.

Hazel: No more Gretchens, boy.

He drops Oscar, who lifts his right hand to find his The Long Memory. Hazel heads back toward Salem and Emerald.

Emerald: I really don't know!

Salem pulls her hand back to use her magic on Emerald, but is sent flying by a punch from Hazel.

She cushions her fall with a swirling cyclone, and Hazel moves forward to do battle. The Grimm arms and sigils binding the others disappear.

Hazel discards his vest, and produces a large Dust crystal.

Hazel: Go! Now!

He embeds crystal after crystal of various types into his shoulders: ice, fire, lightning, earth, wind. Each sends tracks of glowing energy out under his skin, and his eyes start to glow from the power he is channeling.

Emerald: Hazel.

Hazel turns to look at Emerald. Her eyes are glimmering, and she gives him a subtle shake of the head. He gives her a determined and reassuring smile, denying her wordless plea. Emerald then looks at Hazel's back weirdly.

Hazel: Go.

He turns back to face Salem.

Salem: So you've decided against vengeance for your sister, after all this time.

Hazel sets his fists ablaze, settling into a boxer's stance.

Hazel: I'm doing what Gretchen would have done!

Salem gathers her magic, sending it at Hazel in short bursts, shooting at the floor. Hazel runs towards Salem.

She then realized, why isn't Hazel dodging? Why is Hazel running towards her?

Hazel stops and suddenly, Deadpool and Laura jump out from behind him, both with their blades ready and aimed at Salem. Her eyes widened.

—————————

A few seconds ago, Emerald looks at Hazel's back weirdly.

She finds Laura attaching her self to him and Deadpool stabbing himself onto her. A weird strategy. Only a madman, could have came up with this plan. Deadpool gives Emerald a thumbs up.

—————————

Deadpool throws his sword at Salem, she puts up a shadow hand but the sword cuts through and stabs her. Laura drops to the ground and Deadpool shoots at Salem. Laura speeds towards her whilst Deadpool is still shooting at Salem.

Laura slashes and Salem summons multiple shadow hands and moves a shadow hand from Jaune to block, her claws cut through the grimm hand and out comes an enraged Laura. Salem staggers back when Deadpool slashes her side, Laura then striked with a slice and Deadpool followed by pulling out his sword and slashing her chest. Dark, blood spewed into the air and covered Deadpool's swords and suit.

Laura and Deadpool deliver their onslaught and Salem couldn't react fast enough. Deadpool slices her arm off and Laura stabs her side repeatedly with her foot claw, Salem's cut arm attached back to her body before her knee becomes unusable by Deadpool shooting it with a shotgun.

Hazel combines the Dust between his palms, creating a ball of rock, fire, and lightning. Deadpool and Laura noticed this and spun around to give way. Hazel slams the ball into Salem and she is knocked to the ground.

He bashes her stomach upon landing, slamming his fists into her face and head. Laura and Deadpool soon join in by Deadpool shooting and stomping and Laura kicking and stabbing Salem with her foot claws.

The ground is quickly covered in dark, glistening blood. Even as she is beaten and slashed to pieces, Salem's hand crooks upright to make a gesture; her sigil appears on the ground, and Shadow Hands lunge out to immobilize all of the trio's limbs, lifting them into the air.

Emerald can only watch, dismayed. She notices Yang, Jaune, and Ren making an escape behind her, and gives Hazel one last glance before taking off as well.

Jaune: Come on everyone, out!

Emerald races past him, and she, Yang, and Ren safely make it outside.

Jaune: Wait, Oscar?!

Oscar solemnly turns to face Jaune, holding up his cane.

Oscar: She'll just come after us.

Oscar turns back to face the battle, extending his cane.

Still holding the trio immobile, Salem regenerates her head, her jaw cracking and popping back into place. Hazel readies a crystal hidden in his palm, and uses it to block Salem's burst of magic with a Hard-Light shield.

Salem uses her Shadow Hands to fling him into a distant wall as Oscar watches. Salem looks at Deadpool and Laura.

Salem: I'll be rid of you two after.

Deadpool and Laura look at each other as Salem walks off.

She grabs the back of Hazel's head and slams it into the ground repeatedly, the disappointment evident on her face.

The gears in The Long Memory start to glow, and a sudden breeze ruffles Oscar's collar and hair. Salem turns to look at him, then glides across the floor toward him at an alarming speed.

However, Hazel stops her, closing his arms around her waist and lifting her off the ground. A sigil appears at his feet, causing Shadow Hands to wrap around his ankles and his throat.

In one last act of defiance, Hazel parts his lips to reveal a Fire Dust crystal, which he then crushes between his teeth. Both he and Salem are engulfed in flames. The latter starts screaming in rage.

Laura - in one swift movement - slashes open her bindings, she quickly cuts Deadpool's legs and drags him along. Salem couldn't see what was happening and so the sigils appeared everywhere randomly and the shadow hands reached out blindly for the two.

Laura jumps up and across the floor of reaching hands and lands onto Hazel. She shifts around his body to confront Salem.

—————————

A minute ago, when Deadpool was planning his attack.

Deadpool: And after that, I don't know. I suck at planning.

Laura: I guess we'll just have to keep attacking until she is in pieces?

Hazel: I've done that before, it doesn't work. Nothing kills her. Unless..

Laura and Deadpool look up at him in confusion.

—————————

Laura smirks at Salem and Salem scowls with a hint of confusion on her face, Laura slashes Salem's face before tossing Deadpool up and stabbing herself into Salem, pinning her against Salem. Laura grunts in pain and looks up.

Deadpool felt like everything was in slow motion, he closed his eyes in ecstacy. A girl's moan echoes as Deadpool stretched out his arms.

Deadpool: All I ever wanted was to travel off in exotic places and meet new exciting people and then kill them, so I became a mercenary. My name is Wade Wilson, and I love what I do. That and I'm played by Ryan Reynolds in a movie.

The world then speeds up and Deadpool's stretched out arms reached for his swords and he spins around in the air before falling and stabbing himself precisely onto Laura. Laura grunts in pain from the blade inserting into her chest. 

Salem screams in pain as more and more pain gets dished out onto her.

The hands around Hazel's neck tighten, and he painstakingly cranes his neck to lock eyes with Oscar.

Hazel: Do it.

Oscar readies his now glowing cane as Hazel gasps, his eyes becoming unfocused.

Laura: Hurry the fuck up, Oscar!

Deadpool: (fake crying) I don't wanna die!

The boy depresses the lever on his weapon, causing its length to shimmer gold. A sphere of crackling green magic forms around him, and the immediate area is filled with bright yellow light.

Ultimatum


James Ironwood overlooks the City of Atlas from his office. Manta airships fly by. Someone is heard clearing their throat.

Atlas Commander: Sir, we have confirmation that Doctor Watts has escaped military headquarters with the assistance of Cinder Fall. We do have Jacques Schnee in custody-

Ironwood: I don't give a damn about Jacques Schnee. What about the other three?

The pair of Atlas officers stand at attention with nervous looks on their faces. Sweat drips down the side of the commander's face as she addresses the remaining prisoners statuses.

Atlas Commander: Sir, Branwen, Domino, and Hill have... evaded capture.

As she says this, Atlas soldiers are shown scouring the wreckage of Cinder's break-in to retrieve Watts.

A soldier lifts up some debris revealing a crow, which flies into the air before transforming into Qrow, who tackles the soldier to the ground.

Atlas Commander: (voiceover) But we are monitoring every exit, so they must still be inside the compound.

Another soldier lifts up some debris, revealing Robyn. She lifts her head up as the soldier points his gun at her.

Atlas Soldier: Hands up! We're moving you to another-

As he says this, a black gloved hanx chokes out a nearby soldier before a sword is stabbed through the soldier holding Robyn at gunpoint.

Back in the office, Ironwood angrily slams his left fist on his desk.

Ironwood: Damn it! (He huffs angrily before composing himself) Search everywhere for them. Do not return to this office until you have Qrow Branwen in custody.

Atlas Commander: Of course, sir.

The pair of officers salute before leaving. Ironwood turns around to look outside the large window again. He sighs as he brings his fingers up to his ear to talk into his comlink.

Ironwood: What's the status of our-

Suddenly, a series of bright flashes occur outside his window, before a massive explosion is seen engulfing Monstra. The explosion shines so bright as the light is seen engulfing Ironwood's office.

Down on the battlefield, Winter leads the charge as the Ace Operatives carry the bomb that was to blow up Monstra, before they are knocked back from the explosion.

At the Schnee Manor, Weiss enters her room carrying a plate of bread, soup and a drink, but she drops it in shock upon seeing the bright explosion occurring outside her window.

Y/N also watches the explosion through the manor's doorway while sitting on the giant broken window between the two ascending stairways.

The explosion further reaches into the City of Atlas, knocking back and obliterating some Lancers. The entire scene is engulfed in a bright light.

In the explosion's aftermath, Monstra is seen starting to dissipate. The morning sun shines through the particles of the slain Grimm.

Through the dust, Neopolitan can be seen happily skipping away from the Grimm with the Relic of Knowledge in her possession.

Elsewhere, Winter gets up to witness the quiet battlefield.

Winter: Is everyone all right?

Vine: No injuries here.

Elm: What?!

Marrow: They... They were still inside.

Ironwood: (over comms) Target destroyed. Good work. But no time to celebrate. Return to the Academy at once. We've got a new problem.

Marrow: But... that wasn't us.

Winter: Then we can tell him in person. Load it back up, we're leaving.

—————————

On the roof of a skyscraper in Atlas, Cinder and Watts stare at the disintegrating carcass of Monstra.

Watts: Did... Did anyone respond?

Cinder: (glances at her Scroll) No.

Watts: Well, she'll come back. In the interim, we need a plan.

Cinder: Plan? The plan hasn't changed. (She walks a short distance away) I'm going to rip the Maiden power out of Penny Polendina, because you're going to bring her to me.

Watts: I beg your pardon?

Cinder: You said in your message that you have control over Penny.

Watts: I said I had Penny under control, not that I could telekinetically force her to do whatever I want.

Cinder turns around, looking irritated.

Cinder: What?

Watts: I implanted a virus in her, you dimwit. She's on a set path now. At least, she should be. As much as I hate to admit it, there seems to be some part of her capable of resisting. (he turns away) Regardless, it's only the matter of time before her mechanical body succumbs to the virus. She'll open the Vault, then she'll destroy herself and our little Penny problem will be do--

Cinder's Shadow Hand lashes forward, grabs Watts by the collar and pulls him toward her.

Cinder: What do you mean, she'll destroy herself? How am I supposed to take her power if she's dead?!

Watts: You know, it's impressive that you haven't realized this yet, but I don't work for you!

Cinder extends her arm again, hanging Watts off the edge of the roof.

Watts: Please. You can't just threaten me like everyone else.

Cinder: You think you're so clever, don't you, Arthur? (She begins walking toward him)

Watts: Salem sent you to bring me back-

Cinder: Salem isn't here right now, but I think we can still come up with a plan while she's pulling herself together. First, I'm going to watch you plummet to an unremarkable end. And then I'm going to burn a path directly to the Vault where I will wait to tear that magical puppet to pieces.

She extends her Shadow Hand further, dangling Watts in the air high above the streets of Atlas.

Cinder: And take... what is mine.

Cinder conjures a flame in her free hand, smiling confidently, but her smile quickly fades as Watts starts laughing.

Watts: Oh, of course you are! Because that's just what you do, isn't it?

Watts willingly lets go of Cinder's Shadow Hand, as if he is allowing Cinder to drop him.

Watts: And how has that worked out for you? You stormed into Fria's room, thinking you can take on Ironwood's top fighter and war machine. But you couldn't.

Cinder has a flashback of her battle with Fria, Penny and Winter.

Watts: And that machine became the Winter Maiden. Oh, and let's not forget your deal with Raven Branwen.

Cinder has another flashback, of her defeat by Raven.

Watts: Get all your enemies in one place so you'd have a shot at revenge. If only someone could have warned you against such a miserable idea. Oh wait, I did! But you pushed ahead and you lost it, when all you had to do was your job!

Cinder's expression becomes increasingly angry; her Maiden powers form a vortex of orange energy around her.

Watts: You think you're entitled to everything just because you've suffered, but suffering isn't enough!

Cinder has a third flashback, of her abusive childhood, of Y/N.

Cinder: You can't just be strong, you have to be smart! You can't just be deserving, you have to be worthy! But all you have ever been, is a bloody migrane!

Cinder screams in rage, but instead of dropping Watts, she drags him back, releases him and walks away, breathing heavily. She sits on the edge of the roof, a tear in her eye. Behind her, Watts exhales heavily.

Cinder contemplates on herself and the actions that have brought her here.

—————————

Yang, Ren, Jaune, Oscar and Emerald are left at what remains of Monstra. As the large Grimm decays into the sky above, Yang gets a video call on her scroll and answers it to see it was Blake.

Yang: Blake?

Blake: Yang! Are you okay? Where are you?

Jaune: Yeah, we're fine. Is everyone there all right?

Blake: We're... alive. This'll help though. Guys! They're okay.

Y/N sits on the broken window, he has his scroll in his hands and he hears Blake calling out telling that everyone was okay. He looks at the scroll and rubs his finger against the sides, contemplating on whether he should call.

Oscar gets up and Ren tries to help him. They look over at Emerald on her knees not too far away, all alone.

Oscar: What do we do about her?

Emerald: Hazel?

Emerald looks down at her empty palms as black flakes from the dead Grimm fall around her.

Weiss: I'm sending you a map. You're in the agricultural area. Just head to this access point to reach the red line subway tunnel then follow the route I've drawn for you.

Jaune: Got it. We'll see you soon.

Blake waves and the call ends.

Jaune puts his scroll in his pockets. He sighs of relief and looks at everyone.

Jaune: Right! We just need to find Laura and Wade and we can get on moving!

Ren: You think they're in the rubble somewhere?

Oscar: That doesn't matter, we can call them and they'll shout back.

Yang: Right! I'll start looking just in case. 

Jaune then gets another call from his scroll. He pulls it out and saw Pyrrha, his face brightens up and he picks up the call.

Pyrrha's concerned face can be seen, Jaune looks at her and gets lost.

Pyrrha: Jaune! Are you okay?! I saw the explosion, were you anywhere near it?!

Jaune: Actually, I-I was inside it..

Pyrrha: What?! Are you hurt?! Do you have any injuries?!

Jaune puts on a smile in an attempt to reassure Pyrrha that he's alright.

Jaune: Pyrrha, I'm fine! I have no injuries whatsoever! A-Anyways—I should be the one asking you! Why haven't you called? I-I was worried something happened to you.

Pyrrha: The civilians were very panicked from the Grimm attack and the Atlas situation, so I didn't have time to call you... I'm sorry.

Jaune: N-No! Don't be! You're doing great things, and doing good at that! But it's nice to hear your voice again.

Yang: Hey, doesn't it mean they're naked after the explosion?

Jaune looks at Yang before turning to Pyrrha in the scroll.

Pyrrha: Y/N messaged me the location of him and the others, I managed to convince the people imto letting me go to them, I should see you there too, right?

Jaune: Yeah, we're actually trying to find Wade and Laura and then we can get going.

Pyrrha: They're here too?! It's been awhile since I've seen those two, I'm looking forward to meet them again. And you too~.

Jaune blushes and scratches his head while smiling.

Jaune: Oh stop it!

Pyrrha: A-Anyways, I should get going to the manor. I'll be seeing you, Jaune!

Jaune: Be seeing you! I-I love you!

Pyrrha giggles before returning the expression.

Pyrrha: I love you too!

Jaune closes the call and smiles proudly.

—————————

Y/N stares at the ground and the broken shards of glass. They resemble broken pieces of his mind, memories shattered and split away.

But now, it was all back. Everything he forgot, came back. He had relived through everything, again. Revelations he had never even thought existed.

Y/N: I... trained Cinder? I could'a stopped her.

Y/N stands up in anger and kicks the banister, destroying it in the process. 

Y/N: Why didn't I?

He sits down on the steps of the stairs.

He couldn't help but feel wrong, feeling he failed her.,==, feeling he failed everybody. He couldn't help but hesitate when he could have easily finished her. Hundreds of people would still be alive if he had done it.

He closes his eyes and sighs as his hands cover his face in regret.

He decides to call Yang.

The only girl in Team RWBY that Y/N hasn't made up with.

Y/N pulls out his scroll and tapped on Yang's contact.

—————————

Yang walked through the debris and called out to Deadpool and Laura when she hears heavy metal coming out of her pocket, she had put Y/N's ringtone to that as a joke from when she was in school, in Beacon.

Yang quickly pulled out her scroll from her pocket and answered.

Yang: Hey Y/N! Woah! You look really different... you look older. And you grew a beard! Has it been that long?

Y/N: Is that a bad thing?

Yang: No! No! You're definitely hotter!

Y/N answered with only a weak smile, she began to worry when she saw Y/N's expression.

Yang: Y/N, w-what's wrong?!

Y/N: I...

There was a brief silence, Yang awaits Y/N's next word.

Y/N: I remember... Everything. My whole life... I remember all of it. Hearin' it is a different thing, but actually livin' it again...

Her eyebrows furrowed up and a small frown can be seen on her face.

Yang: Oh, Y/N... I promise to give you a warm, big Yang-hug when I get back!

Y/N smiled from her response but that soon faded away. Yang began to look for ways to make him feel better again.

Yang: Or... i-if you want more, we can--

Y/N: No, no. It's fine. I... guess I just missed you.

Yang felt something warm enveloping her heart when she heard that sentence.

Yang: Y-You... You do? Even after all those things that I...

Y/N chuckles a little before answering.

Y/N: Yeah, I think so.

Yang's world brightened up after Y/N reassured her. Yang and Y/N stayed silent for a brief moment before Yang spoke up.

Yang: Y/N, I-I'd like to talk to you when I get back to the manor. A-Are you fine with that?

Y/N gives a soft smile as he talked into his scroll.

Y/N: Sure, Yang. I'll be waitin' for you.

As soon as Y/N said that, Yang's face lights up and a big smile is plastered onto her face.

Yang: Thank you! I won't keep you waiting! Goodbye, Y/N!

Y/N: Goodbye.

Y/N shuts off his scroll and smiles to himself for a while before standing up and walking up the stairs to head for Weiss' bedroom.

Y/N: Weiss? Do you have any spare clothes?

—————————

Yang turns around and continues to look for Deadpool and Laura. She gets irritated and pulls up their contacts on her scroll.

She began calling Laura's scroll, but there was no answer. She began to worry. She puts up her hands and cups the sides of her mouth before calling out.

Yang: Lauuura! Waade!

Ren: Yang...

Yang turns around and sees Ren, holding what seems to be Wade's sword and Laura's jacket. She hurries towards Ren.

Yang: Where did you find this?

Ren: O-Over there.

Ren points to a direction, Yang quickly runs over to the direction Ren pointed. She stops and digs through the rubble.

Yang: (rummaging through the debris) Laura! Wade! C'mon, we have to go! Stop joking around!

This attracts the attention of both, Jaune and Oscar. Jaune stands up from his crouch and walks over to Yang and Ren, his face turns into shock when he sees the remains of what's left of Laura and Deadpool.

Oscar: Yang, they're... they're not coming back.

Yang stops rummaging through the debris and her arms fell limp into her lap as she sat on her knees. She had a blank stare as she processes the situation.

Jaune looks at Ren, and Oscar.

Jaune: What are we going to tell him?

Yang looks back at Jaune.

—————————

Jaune, Ren, Yang, and Oscar are walking through the dark subway tunnel. Jaune hangs up on his scroll.

Jaune: I've told Pyrrha about Wade and Laura. She's going to be running late because she needs to process what's happened.

Ren: I can understand that.

Emerald is walking ahead of them with her hands up in the air. Yang has her gauntlet trained on Emerald with one hand, and is holding Emerald's guns in the other. Meanwhile, Ren and Jaune are using their Scrolls as flashlights.

Yang: You can't be serious. You want us to work with her?

Oscar: I'm just saying it makes the most sense. We're all enemies of Salem, including her.

Emerald: No, I'm with blondie. You don't like me, I don't like you. So how about we just part ways and you never have to see me again.

Jaune: You're not going anywhere. Not after everything you've done.

Ren: We can't let all of our actions stem from fear. If she could help us, I think we should consider it.

Ren looks towards Emerald and he sees purple petals flicker around her with his semblance.

Yang: She is part of the reason I have this. (holds up her arm) And she tricked Y/N, I'm not going to just forgive her. Everything that's happened at Beacon... She lied to us, tricked us. She is dangerous.

Oscar: You don't have to forgive her. You have every reason to feel that way. Just maybe give her a second chance. We've already gotten quite a bit of help today from someone we don't exactly trust right now.

Ren: Do you mean Ozpin?

Oscar becomes surprised and looks back at Ren.

Ren: I had a feeling.

The group stops walking. Yang, Ren, and Jaune circle around Oscar.

Yang: Wait, what?

Jaune: Oz is back?

Oscar: I know how you feel but he saved my life. When we were tortured, he took it. So I wouldn't have to. He entrusted me with this, and the massive amount of power he had stored up in it.

Oscar holds out The Long Memory.

Oscar: Kinetic energy that he spent lifetime after lifetime accumulating in the cane he built.

Jaune: So that's how you did that? Using all of the stored up power.

Oscar: Not all, but most. We have to be careful with how we use the rest. He trusted my judgment and it saved us. I want to reciprocate that trust. There's a lot to sort out, but... Oz really wants to help.

He retracts the cane and places it on his back.

Ozpin: Thank you, Oscar.

Yang: That's how they died...

Yang mumbles to herself.

The group hears the echo of a baby crying, and decide to run towards the noise. They come across a large group of Atlas citizens taking refuge in the subway. The lights are occasionally flickering as vibrations are felt from the grimm attacks overhead.

Jaune: All of Atlas is down here.

Oscar: I've seen what you can do, Emerald. However this fight ends—we could really use someone like you.

—————————

Back in Ironwood's office, the general is interacting with holographic interfaces above his table as the Ace Ops make their entry. He looks towards and smiles at all of them.

Ironwood: It's about time. While we dealt a decisive blow to Salem today-

Winter: Actually that wasn't our payload, sir. I brought it back with us.

Ironwood gets a surprised expression on his face.

Ironwood: Then who could have...?

Ironwood brushes his hand against his chin, thinking.

Ironwood: But you still have it. This may be useful. Penny still hasn't come to the Vault, meaning Watts was either incompetent or he betrayed us. At this point, we'll never know. Cinder Fall has attacked command and escaped with him. And that's not all we've lost.

Winter: Sir?

Ironwood: Qrow and Robyn have also escaped. And they're not alone.

Harriet gets an angry expression on her face as her eyes begin to glow gold and emits electricity. She turns to begin searching for the escapees, but Ironwood stops her with a motion.

Ironwood: Salem's creature was destroyed, but that doesn't mean we've stopped her. She will return and she will throw everything she has at us until there is nothing left. And we are perilously close to that already. I need the Winter Maiden, now. It's the only way Atlas can survive. Schnee, bring me Wilson, Kinney, Arc, Ren and Xiao Long.

Winter: (nervously) What for, sir?

Ironwood: I had Qrow in my hands and I didn't do what needed to be done. I will not make that mistake again. I know. I'm ashamed I didn't think of it earlier. Leveraging the lives of her friends is the only way to make Penny listen to reason.

Harriet: Sir. I'm sorry, but we don't have them. Operative Schnee let them go.

Ironwood looks at Winter in disbelief.

Ironwood: You. What?

Winter looks down at the floor with guilt as Harriet explains.

Harriet: Winter allowed them to go on board the creature to rescue their friend and they never came back.

Ironwood lets his hand off Winter's shoulder and walks back to his table.

Ironwood: They were our last chance... Now... Now I have NOTHING!!

Ironwood smashes the table. The holographs flicker, then fade.

Atlas Officer: (over comms) Sir! We are detecting non-military ships on radar, dozens of them!

Ironwood: Ships? Whose ships?

Atlas Officer: They appear to be Schnee Dust Company freighters, sir. They're heading straight for Mantle.

On one of Ironwood's holographic interfaces on his desk, he sees the freighters leaving Atlas and heading down to Mantle.

Ironwood: Weiss... I see. They're trying to save Mantle. This has always been about Mantle, hasn't it? I need to make a call.

—————————

Watts is adjusting his necktie before walking towards Cinder. She pulls out her Scroll.

Message from Neo: Your boss won't stay dead. But you will without this.

Neo posts a picture of herself holding the Lamp. Cinder angrily growls.

Watts: Who is it? Did someone survive?

Message from Neo: If you want her name, you know what you owe me.

—————————

Ruby opens the door of Schnee Manor, Weiss and Blake at her side. Yang, Jaune, and Ren are seen standing.

Ruby jumps into Yang's arms as they hug each other. Ruby began crying tears of joy as she looks at her sister, who smiled back at her.

Yang: I missed you too.

Yang hugs Weiss as Ruby goes to greet Jaune and Ren. Yang then spots Blake, she walks over and hugs her. Blake hugs her back before Yang pulls away.

Yang: Where's Y/N?

Blake: He went to go change. Why?

Y/N: I'm here.

Y/N appears from upstairs and he walks down the stairs to greet them. He was wearing a black leather jacket with a dark gray tank-top underneath, navy-blue jeans, and black leather gloves. 

Yang quickly runs towards Y/N and jumps onto him.

Luckily, Y/N caught her and hugged her back. Blake sees this and smiles. Yang burrows her head into Y/N's neck.

Yang: Here's your... big, warm, Yang-hug. (muffled) You've gotten bigger...~

Y/N chuckles and holds her in an embrace. Y/N sniffs the air and caught the scent of someone familiar.

Ruby: Oscar, you-

Ruby goes to hug Oscar, stopping when she notices Emerald standing behind him.

As Ruby reaches for her weapon, Emerald reaches for her own guns holstered behind her. Oscar stands between the two.

Y/N shields Yang behind him and pops his claw out.

Y/N: Why is she here?!

Oscar: No, she's okay. I can-

Ruby hears a notification from her scroll. May is calling from Mantle.

May: Kids, the cargo ships you sent just made it but they're not alone.

Ruby: May? What are you talking about?

May: Oh my gods, run! Everyone, into the mines!

Blake: Were those...?

Everyone hears alarm blaring. Y/N winces and everyone covers their ears when hearing them. Everyone takes out their scroll.

CCT Voice: This is an emergency CCT broadcast.

All CCT's and Scrolls across Atlas show the SDC freighters being shot down by Atlesian Mantas.

Yang: What's going on?

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

The broadcast changes to show Ironwood standing in the center of a dark room, under a spotlight.

Ironwood: I have always promised to defend this Kingdom. Its technology, its future, from those who would see it destroyed. Our enemy is crippled, but one individual still denies Atlas its salvation. The Protector of Mantle.

As Ironwood continues, Ruby, Blake and Yang became displeased as everyone watches.

Ironwood: Penny, wherever you and your friends are, I need you all to listen. I know how much Mantle means to you, so I'm going to give you a choice. You can bring yourself to Atlas Academy and do your duty, help me save as much of Atlas as I can, and Mantle will be left to fend for itself. Or... you can all watch as I destroy it.

Weiss gasps in shock at Ironwood's ultimatum.

Y/N: James...

Ironwood: I have one bomb. That's all it will take.

Elsewhere in Atlas, Watts and Cinder watch Ironwood's ultimatum before they look at each other.

Ironwood: If there is no Mantle then there is no reason for you not to work with me. Neither of us want it to come to that, but one of us is willing to do it. If anyone tries anything other than what I've ordered, Mantle... is gone. You have one hour to respond.

In Weiss's bedroom, Nora, now recovered but worried, watches Ironwood's ultimatum to Penny before she looks at Penny who is still unconscious.

Ironwood: I hope you live up to the title I gave you.

Risk


The entrance to one of Atlas's underground subways is being circled by Grimm. We then see the inside of the subway, where the people of Atlas overhear James Ironwood's voice from the broadcast.

Ironwood: If anyone tries anything other than what I've ordered, Mantle is gone.

On the billboard of a tall building, circled by Grimm, Ironwood's message to Penny Polendina is being played.

Ironwood: You have one hour to respond.

Inside a mine in Mantle, many people, including Fiona's Uncle, are listening and reacting to the speech with shock and fear.

Ironwood: I hope you live up to the title I gave you.

Fiona, who was listening to the broadcast on her Scroll, drops it and begins to cry. Joanna and May embrace her to try and comfort her.

—————————

Ironwood and Winter are walking down a corridor. Two guards emerge from one of the side paths and, upon noticing Ironwood, salutes them while doing their best not to look Ironwood in the eye. Their reaction is noticed by Winter, who chose not to comment.

Somewhere else in the base, the Ace-Ops are seen talking with each other.

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

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

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

Harriet: Who cares?

A door opens behind them to allow Ironwood and Winter access to the room. The Ace-Ops line up and stand at attention.

Ironwood: Good, you're here. I need a squad of drones in standby to drop the payload.

Winter's eyes widen in surprise.

Winter: Sir, what for?

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

The Ace-Ops look in shock as he continues.

Ironwood: This is how we save Atlas.

Ironwood begins to walk away from the group.

Marrow: You call this saving Atlas? Doing Salem's job for her?

Ironwood stops but does not turn around. Marrow walks towards him, distraught.

Marrow: I believed in you! I thought we could work towards something better. But now you're throwing it all away.

Harriet grabs him by the shoulder and moves him in order to stand between Marrow and Ironwood.

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

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

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

Marrow walks past Harriet to get closer to Ironwood.

Marrow: Do you even believe what you're saying anymore?

Marrow Turns to the Ace-Ops.

Marrow: Do any of you believe in anything? I used to wear this rank with pride. Now I see it for what it really is: a collar.

Marrow walks past the the Ace-Ops and away from Ironwood, His eyes widen when he hears a gun cock before he is punched in the face by Winter.

Ironwood pulls back his gun as Winter restrains Marrow.

Winter: You want a collar? Fine.

Winter picks up and holds on to Marrow. As the Ace-Ops look on in shock.

Winter: I'll throw this traitor in the brig. Where he belongs.

Ironwood nods and allows Winter to take Marrow away while he holsters his gun. He walks past the rest of the Ace-Ops, who get out of his way and stand at attention.

—————————

At the Schnee manor, Y/N, Team RWBY, Emerald, and Oscar are in the meeting room. Weiss is pacing around the room, Emerald is leaning against a wall, Y/N has his back turned against the group, and Oscar is looking through the window. Everyone else is sitting at the table. 

Yang's group had just brought the news to Y/N.

Y/N grieved his dead daughter and his best friend. He has his head down. He didn't speak, and although it wasn't his fault, Oscar felt guilty for the poor man's sorrow. He was the one who pulled the trigger on them. Y/N couldn't blame the kid. 

He remembers the first time the three of them were together, eating noodles in a food stand, playing a silly game Wade had come up with in order to break the ice. Things weren't so complicated back then, and Y/N enjoyed living with them in Raven's camp, he didn't feel so out of place near them, but fate had other plans and that was to take them from him.

Y/N then puts his hands on his waist before sighing shakily and walking back to his chair. Weiss looks at him sadly.

Yang tries to lift the mood by discussing the situation with Ironwood.

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

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

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

Ruby: So then, it's impossible.

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

Weiss: Shut up.

Yang: (Approaching Emerald) Okay, then why don't you just leave?!

Emerald backs away in fear.

Oscar: Can we please just give each other a chance? Emerald's not with Salem anymore, and Ozpin is back.

Ruby grumbles into the table while everyone else goes quiet.

Oscar: All of this doubt and worry and distrust, it isn't getting us anywhere.

Ruby: Then nothing has changed! (Slams her hands on the table) We're in the exact same spot we were yesterday. Arguing what to do while the Kingdom waits to die. Everyone's still dying...

Yang lays her hand on her shoulder to try and comfort her. Ruby shrugs the hand off and runs out of the room. Yang hesitates for a second, then runs after her.

Emerald stares at Y/N before looking away when she made eye contact with him. His sharp eyes could kill her if she stared too long.

Jaune gets a notification from his scroll, he pulls out his scroll and checks the notification.

Jaune: It's Pyrrha, she's almost here.

—————————

Qrow, Domino, and Robyn are in a locker room, looking for their weapons. Qrow finds his sword and pulls it out. Domino unlocks every other locker and searches for the best weapons each one has.

Domino: You got those hallway cameras on a loop?

Robyn doesn't respond, her eyes on a screen showing Ironwood's speech and Mantle.

Robyn: He's... really gonna do it.

Qrow approaches and gives Robyn her weapon.

Qrow: Not if we stop him first.

Domino: Wow, birdie. You're reaching hugh places.

Qrow looks at Domino and glared at her. Domino notices and puts her hands up.

Domino: Hey—not that I disagree with you, but I'm just sayin'.

Robyn grabs her weapon but looks away, unsure about what Qrow said. Raven approaches the three. She puts her hand on top of her blade's hilt.

Raven: Are you done yet?

Domino kept rummaging through the lockers as she checks each one.

Domino: Pretty much. Kinda expected more from these lockers. I mean, we're in Atlas, right?

Raven: Aw, I'm sorry... poor little girl can't get good weapons? Maybe they're gone cause there's a massive Grimm invasion outside? Have you thought about that?

Domino: You have to understand, Raven. I'm in trouble, I'm being hunted, and to be honest: I'm scared! So there is honestly no need to be rude!

Qrow: Tell me again why you're here?

Raven: Dad told me that you would need help with your little..

Raven slightly points at Qrow and she rotates her index finger at him.

Raven: ...prison break.

Qrow: Well, tell dad that he can kiss my--

Raven stomps Qrow's foot with her boot, he stops in response.

Raven: If you want to keep your tongue, don't continue that sentence.

Raven lifts her boot off of Qrow's foot.

Qrow: Ow. Since when did you become his fangirl?

Raven: Since the day we lost him. Now get on with it, before I leave you here.

Domino and Robyn stared at the odd sibling relationship before shrugging it off.

The group stealth around the base, being careful to avoid being noticed by a couple guards taking the elevator.

They make their way to an elevator and Qrow tries to call it in, but is stopped by Robyn, who grabs his arm.

Robyn: There might be a better way.

Qrow shakes the hand off and glares at Robyn.

Qrow: I'm telling you there isn't.

Domino: Well, this isn't just about you, honey—It's about everyone.

Qrow: I'm going straight up to the Academy and I am ending this.

Robyn: Or we fail and people get killed.

Qrow: He deserves this!

Robyn panics and covers his mouth with her hand. She looks around to make sure no one heard them before letting go. Domino and Raven peek out from the corners to keep guard.

Robyn: (Sighs) Listen, I get it. You are hurting. You've been hurting for a long time. But let's stop pretending that what you're trying to do here is for anyone but yourself.

Qrow continues to glare but doesn't say anything in return.

Robyn: Clover was a lot of things. You respected him, but I gotta tell ya, I think you're the better Huntsman. Not because you're the one who walked away, but, because you're the one fighting for what was right.

Qrow's glare softens and he looks away.

Robyn: Don't go telling me that's changed.

They hear the elevator next to them ding, signaling someone's arrival. The group ready their weapons, but when the door opens, they lower their weapons slightly with looks of surprise.

—————————

Yang finds Ruby on the stairs next to the entrance, hugging one of the stone poles. She slowly makes her way to the fallen suit of armor.

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

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

Yang: (Looks away) Yeah.

Ruby: You know what that means then.

Yang: (Sighs) I wouldn't worry about that-

Ruby: That's what happened to Mom.

Yang tries to hold back tears, but grasps her head and crouches when they start to fall off her face.

Ruby: When I saw its eyes, I knew. Salem used to kill people with Silver Eyes, like Maria. But she's always wanted me alive.

Yang composes herself enough to look at Ruby.

Ruby: But why would that change unless, when she met Mom, she learned she could do something new.

Yang: (Gets herself back up with a sniffle) Ruby.

Ruby: (Lets go of the stone pole and looks at Yang) We shouldn't lie to ourselves. I've wasted our time getting Amity up, thinking help would come, but it didn't, and Amity fell.

Yang approaches Ruby while rubbing her eyes. Ruby looks away.

Ruby: I was being childish.

Yang: You were being optimistic.

Yang Crouches and grabs Ruby's hand.

Yang: Look, blind optimism isn't great, but no optimism means we already lost. We need hope. We need to take risks.

Ruby: But mine didn't work.

Yang sighs and stands up.

Yang: It still got a warning out. Ruby, they're not called sure things, they're called risks, and in case you didn't notice, my plan for Mantle didn't work either. But we got Oscar back, and did a lot more that was never in the plan.

Ruby: And look where Wade and Laura ended up.

Yang finally sits next to Ruby.

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

Ruby leans into the hug, on the verge of crying. Ruby looks down and she rubs her hand, thinking.

Ruby: Y/N's changed... He's not the-

Ruby chuckles for a little before continuing.

Ruby: -not the moody, cheesy guy he used to be. Now he's... always annoyed.

Yang: Wasn't he always?

Ruby and her sister share giggles. They hug each other closely.

Yang rubbed the dust from the Monstra left in her fingertips, in remembrance of Laura and Wade.

Yang: I... I have to go talk with Y/N.

Yang stands up and Ruby nods as her sister starts to walk away.

A knock on the door is heard. Yang and Ruby look at the door and readied their weapons, Ruby stood up and they slowly walked towards the door.

Yang reached out her hand to grab the door handle, she looks at Ruby and Ruby nods. Yang jerked the door handle and pulled the door open, they immediately aimed their weapons at the person.

Pyrrha: Whoa! Calm down! It's me, Pyrrha!

Yang and Ruby sighed and goes in for a hug to welcome her back.

Ruby: Welcome back, Pyrrha...

Pyrrha looked at the two awkwardly before hugging them back.

They are startled by the sound of glass breaking, followed by Jaune making a mad dash down the stairs. Jaune runs past them.

Jaune: Hurry!

Pyrrha, Ruby, and Yang follow him. Outside, Penny is seen laying on the floor. She gets up, her eyes red.

Penny: I can no longer be delayed.

She begins to walk away. Ruby uses her Semblance to get in front of her and grab her by the arms.

Ruby: Penny please!

Penny: (Twitches uncontrollably) I...I must...open the Vault. (Eyes flashes between red and green) I, I do not want...Ah!

Emerald emerges from the entrance and looks on in shock as Oscar runs past her.

Penny: Ruby, stop me!

Ruby: Penny! (Grabs her by the waist)

Penny: (Eyes settle on red) I must open the Vault and self-terminate.

Penny takes flight with Ruby still holding off. 

Penny is stopped from her flight by a black leather glove wrapping around her right arm. Penny looked back and saw Y/N adorning a determined face as he pulled at Penny. Gambol Shroud was stabbed through Y/N's body as a pulling rope.

Y/N: Where do you think you're goin', kid?

Y/N pulled Penny over and wraps his arms around her waist, locking her. Pyrrha, Ren, Blake, Yang, Nora, and Oscar grab the chord of Gambol Shroud, and together they drag Y/N along with Penny to the ground, onto a Glyph made by Weiss.

Weiss: I've got her!

Nora: What do we do?

Penny's eyes flare, as she summons a tempest around her. The wind causes Weiss to recoil, canceling the Glyph. Penny tries to lift herself up with the summoned wind.

Penny: I must open the Vault! (Eyes alternate from red to green) And self-terminate.

Emerald joins in, using the chain sickles from Thief's Respite to grab Penny by the shoulders.

Emerald: Do something!

Y/N steps in to help Emerald, he looks at her before putting his attention onto Emerald's chains. Emerald blushes and couldn't help but smile shyly.

Jaune heads towards Weiss. He powers her up with his Semblance, allowing Weiss to make a stronger Glyph, grounding Penny once more.

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

Penny, narrows both her green eyes.

Penny: Kill me.

Ruby's eyes widen in shock.

Penny: Kill me. And I can make sure the power goes to you.

Ruby doesn't reply as everyone else looks in horror. Y/N just stared at her with a normal expression with his arms crossed.

Y/N: Look, if you kids don't wanna get your hands dirty that's fine.

Y/N pulls out his claws and starts to walk over to Penny. Fortunately, Nora stops him.

Nora: No Y/N, don't do this!

Penny: Please... Please! (Eyes twitch red) I cannot fight it!

Nora: Yes you can! It's just a part of you, remember?

Pyrrha: Nora is right. If you were only a machine, you never could have fought back for this long.

Ruby: She's right... She's right! Jaune! Boost her Aura!

Jaune runs from Weiss and begins using his Semblance on Penny. Her eyes continue to flash, but it starts to slow down and eventually disappears. Penny sits still, shocked, but eventually gives Jaune a nod.

The danger, having seemingly past, causes Ruby to hug Penny in relief. Everyone sees Oscar and Emerald approach her in relief, with Nora giving Penny another hug.

Jaune: Did... I stop the virus?

Penny looks at her hands, contemplating Jaune's words.

Penny: No. It's still there.

Ruby: But you've got an Aura, Penny, a soul. That's who you are, our friend, not a machine.

The group enjoys a moment of silence, being happy that they didn't lose Penny. Then they looked at Y/N, who seemed to show no remorse when he planned to kill Penny. 

Y/N: What?

Ruby: Were you really just going to kill her like that?!

Y/N: Look, don't make a big deal out of it. If it was me you were killing, I'd let you. 

Nora: Penny--

Y/N: Penny was willin' to throw away her life for the good of Mantle, of Atlas, of the whole goddamn world. If it takes one life to save billions —even if they were my greatest friend...— I'd do it. But I guess you kids are too young to think it that way. 

The group looked down, contemplating the lesson that was taught to them. 

Emerald: I think you're wrong, by the way.

They all turn around to look at Emerald, who was sitting on the ground with her legs crossed.

Emerald: I highly doubt you're in the same place you started. I-I mean, yeah, y-you guys have been getting your asses kicked, some of that my fault, but like, you're at war. You're gonna take hits.

Y/N: Yeah? No shit.

Y/N puts his fists on his waist, looking at Emerald while tilting his head slightly.

Y/N: What's your point, kid?

Emerald looks away, trying to figure out what she was trying to say.

Emerald: Look, I'm just going to be super pissed if you all finally decided to give up the moment I changed.

Oscar: (Smiles) Changed, huh?

Emerald opens her mouth to reply but is unable to retort.

Yang: Aww.

The group begins to giggle at Emerald's look of embarrassment. Y/N looked at everyone else and rolled his eyes.

Emerald: Or like—whatever.

Pyrrha: We accept your apology.

Pyrrha offers Emerald a hand, which she accepts, and lifts her up. Emerald stood beside Pyrrha and felt a little ashamed, gestured by her hand grabbing her left arm.

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

Everyone silently looks at Ruby. Y/N walks away and pulls out a cigar, he leans against a wall and lights his cigar.

Ruby: Go ahead.

Oscar's eyes briefly flash gold, and Ozpin walks foward.

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

Yang: It was rough, but...

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

Weiss: Trust is a risk. 

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

Ruby silently nods her head at Ozpin. Ozpin looks at Y/N, he takes a puff before staring at Ozpin and giving an agreeing shrug. Ozpin smiles a little.

Penny frowns, clutching her chest in pain.

Penny: I can still feel it fighting me.

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

Pyrrha: And we can't keep Ironwood waiting.

Penny clutches her head in pain. Y/N sighs before putting his cigar out, saving it for later use. He walks to the group while patting his clothes.

Y/N: Look, if you want the thousands to live, she has to go to the Vault. There's no escapin' the girl scout named Ironwood.

Yang, Ren, Jaune, and Oscar smiled a little at Y/N's comment, it reminded them of Laura's witty lines.

Everyone looks down in thought, except for Ruby who looks around at everyone before locking eyes with Y/N.

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

—————————

Sometime later, Ironwood is standing in the Vault with his Scroll in his hand, in a phone call with Y/N.

Y/N: She'll do it. 

—————————

In an alley in the City of Atlas, Arthur Watts attaches a Scroll to some wires inside a damaged Atlesian Knight. Static-filled audio of Ironwood's voice can be heard.

Ironwood: The Academy entrance. Penny comes alone.

Watts looks up to see Neopolitan approaching. The latter spins her parasol and then points it at Cinder Fall who is standing behind Watts, and Cinder looks over her shoulder and smirks at Neo.

Intermission

A few minutes before Penny's Virus Breakdown

Y/N sits alone, on the roof of Schnee Manor, smoking Jacques' cigars and alcohol. He was enjoying the scenery but is interrupted by someone hopping up to the rooftops. Y/N turns his head and sees Emerald. He sighs and turns back towards the scenery.

Emerald shyly and slowly approaches him.

Emerald: H-Hey, can I s-sit beside you?

Y/N looks at Emerald and nods slightly, she nods and forms a small smile before sitting down beside Y/N. Y/N puffs smoke and continues to smoke his cigar.

Emerald: I'm sure you still hate me. 

Y/N: There's no doubt in that. But... you're not tryin' to kill us again, so I'll let it slide.

Emerald: Can I-I ask you a question?

Y/N takes a sip of the wine.

Y/N: Sure.

Emerald: How do you... How do you deal with it?

Y/N puts out his cigar as he takes a deep inhale.

Y/N: I... assume you mean killin' people.

Emerald nods hesitantly. Y/N takes a swig of the wine bottle.

Y/N: Well I mostly drink, if I can't I just smoke. But if those two don't work... I'll have to live with it.

Emerald looks at Y/N and looks down before speaking up.

Emerald: I'm sorry.

Y/N: Yeah, I'm sure you are. 

Emerald: I just wish I could just... undo it all.

Y/N: Look, don't go beatin' yourself up over your actions. Cinder? She's twisted. You had to stop. And you did. Sometimes, it's that simple.

Y/N looks down. He then puts his cigar in his mouth before inhaling.

Y/N: You're not doin' anyone any good by chewin' on the past, kid. What's done is done. Now let's just concentrate on setting things right.

Emerald: I just... never really thought about the consequences, until I saw the world around me.

Y/N: Well, things change. People change. You. Me. Every one of us... Every day of our lives. The day you stop changin'... is the day you die. I'm just glad you changed now.

Emerald chuckles.

Emerald: Let's not let it get to that. At least, not for me.

Y/N glances at Emerald and chuckles, causing Emerald to blush. Y/N sees far away that Pyrrha is walking towards the Manor.

Y/N: Look, Pyrrha's here. Bet she was working her ass off handling those people in the crater.

Y/N chuckles and drinks the wine bottle away.

Emerald: Cinder... is really terrified of you, you know.

Y/N shrugs his shoulders. He sets the bottle down.

Y/N: She's got a good reason to. I'm the Wolverine aren't I?

Creation

Teams RWBY, JNPR, and Penny sit together on the ground in front of Schnee manor. Emerald, Y/N, and Oscar stand behind Jaune.

Jaune: We've been so worried about keeping the Vault closed that we never considered using what's inside.

Oscar: The Staff of Creation.

Pyrrha: Maybe we could use it to save Penny and get everyone in Atlas and Mantle back to safety.

Willow and Whitley and Klein are seen standing in the manor's entrance as Weiss's Scroll beeps. Weiss checks on her Scroll.

Weiss: Well, you'll never guess who I just heard from.

—————————

Winter pushes Marrow roughly into an Atlas elevator. Marrow rubs his unbound wrists tenderly as Winter crosses her arms grimly.

Marrow: So, you're not arresting me?

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

Marrow angrily rounds upon her.

Marrow: Then why did you hit me?!

Winter pushes him back and jabs a finger in his chest.

Winter: Because you were about to get killed if I didn't do something.

Marrow grunts turning away with his arms crossed. Winter takes out her Scroll to contact Weiss. Marrow sneaks a glance at her.

Marrow: What are you doing?

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

The elevator door opens. Qrow, Domino, Raven, and Robyn stand on the other side, their weapons raised. Both parties look surprised.

Robyn: Huh?

Winter: Speaking of help.

—————————

The group has reconvened in the manor's dining room. Jaune has a hand on Penny's shoulder and is staving off the virus by boosting her Aura.

Weiss: So we've got people trapped in Atlas and Mantle that we can't evacuate unless we use the Staff which is located inside the Vault. If we open the Vault, Penny terminates. If Ironwood gets wind of any of this, he blows up Mantle.

Oscar: There's something else to consider. Once the Staff creates anything else, the city drops. Atlas has enough natural Gravity Dust to keep it from plummeting immediately, but, well, nobody's going to want to be around when it touches down.

Jaune stops using his Semblance.

Y/N: Okay, then let's just use the Staff to teleport everyone safe. Maybe we can even move 'em to another Kingdom.

Oscar: We can't just wave it like a magic wand and make our problems go away. And we haven't even told you about... him.

Pyrrha: Who?

Oscar's eyes glow as control of his body is switched to Ozpin.

Ozpin: The spirit in the Staff. Like Jinn, but, well, he's a character. He can build you anything, but only if you can explain to him how. Like any craftsman, he'll need blueprints. Some sort of reference. It'll help if we have real world examples to show him.

Whitley: I've already gone through the city layouts for the SDC evacuation. Maybe I can help?

Ozpin, Weiss, and Ruby smile at Whitley. Ozpin drops his gaze and frowns.

Ozpin: There's still James and his bomb to consider.

Weiss: Oh, I've got a plan for that.

She catches Emerald's eye, who perks up in surprise.

—————————

A small Manta makes its way toward Atlas through a lightly Grimm-infested sky. Some of the ship's occupants - Jaune, Nora, and Ren - are visible and look uneasy.

Just outside Atlas Academy, Vine, Harriet, and Elm look on as James Ironwood readies a large handheld cannon, awaiting Penny's arrival.

Ironwood: Be ready for anything. We don't know what state Penny is in.

Harriet: If any of those brats have the nerve to come with her, we put them down immediately. The General gave his terms. No more games.

Vine sighs, while Elm looks uneasy.

Harriet: Is there a problem?

Vine: Just... retracing the steps that led us here.

Ironwood's Scroll beeps with a security alert.

Harriet: What is it, sir?

Ironwood: The prisoners. They're in the Academy hangar.

Vine: Trying to stop the payload?

Ironwood: Or just looking for a way out.

Harriet: Not going to happen. I've been waiting to take my shot at those two.

Ironwood: Four.

Harriet: I'm sorry, sir?

Ironwood: Four Prisoners. I want them brought back.

Harriet: Yes, sir!

With a spread of her arms, she activates her Fast Knuckles.

Harriet: Let's go, Ace Ops.

Elm: But... someone needs to stay here with the General.

Winter: I'll stay.

She enters from offscreen, coming to a stop beside Ironwood.

Winter: We lose the payload, we lose our leverage.

Ironwood: She's right. Contain it. Now.

Vine, Harriet, and Elm leave to deal with the fugitives. Winter's expression softens.

Winter: Sir, this course of action--

Ironwood: I hope you're not going to try to talk me out of it.

Winter turns to look Ironwood in the eye, her demeanor shifting to a resolute one.

Winter: No, sir. I don't think that's possible.

With a whoosh, both are alerted to Penny's apparent approach, and they watch her touch down before them. Ironwood immediately levels his cannon at her. Its barrel glows a pale green as he charges it.

Ironwood: I didn't think you'd actually come alone.

He pauses to hand Winter a set of Gravity Bolas, then continues pointing his weapon at her.

Ironwood: I expected at least some resistance from your friends.

Penny: I don't want anyone else to die.

Winter steps forward, securing Penny's wrists with the bolas.

Penny: I must open the Vault.

Winter steps back, drawing her saber and pointing it at Penny. Ironwood takes a deep breath and lowers his cannon, then moves forward to place a hand on Penny's shoulder.

Ironwood: You've done the right thing.

Penny cocks an eyebrow, her voice suddenly deeper than usual.

Penny: I have.

The image of Penny flickers and is replaced with Emerald. In the background, Oscar, Jaune, Ren, and Nora appear weapons at the ready and poised to fight. A Manta is parked behind them.

Emerald: Feels weird.

Ironwood only has enough time to widen his eyes in shock before Emerald's shoe connects with his chin. As he stumbles back, he drops his weapon. Emerald lands in a crouch, catches Ironwood's cannon, then uses her Semblance to disappear from view.

—————————

As Vine, Harriet, and Elm hurry to the hangar, they are greeted by the sight of the escapees making short work of a troop of Atlesian Knight-200s.

—————————

Jaune swings his sword at Ironwood, but the general dodges, grabbing his wrist. He lands a blow on Jaune's shield, and is blasted back by a wave of gravity dust. Oscar joins the fray, getting a few hits with his cane in, but takes a hit to the stomach.

One of Ren's grappling blades wraps around Ironwood's ankle, and he is pulled off his feet. Ren fires, but the general dodges, shaking off his tether. After a brief tussle, Ironwood sends Ren flying with a kick.

An ethereal glimmer is heard, and Ironwood looks skyward to find Nora being charged up by a lightning dust-infused Schnee glyph.

Winter stands to the side, pointing her sword at Nora, clearly responsible for the glyph. Ironwood grimaces at the betrayal, then takes Nora's hammer to the face, tumbling bodily on the ground.

—————————

Meanwhile, in the hangar, Vine, Harriet, and Elm get ready to charge into battle.

Marrow Amin: Stay!

They stop in their tracks. Harriet painstakingly moves her eyes to see Marrow slowly approaching, pointing his index finger at her.

—————————

Winter and Oscar charge at Ironwood atop a Manticore summon, courtesy of the former. Ironwood is able to stop the Manticore by grabbing its horns, but its riders leap off. Winter hits the general in the back with icy projectiles as he slams her summon on the ground, destroying it. Upon landing, Winter summons a black glyph, which catches Oscar and propels him back at Ironwood. The boy unleashes a flurry of jabs at Ironwood's front, causing his Aura to shimmer.

Ironwood stumbles back, and Oscar presses on. However, the general catches his cane and prepares to attack with his free hand. Then, moving too fast for him to react, Winter slashes him across the chest with her sword, causing his Aura to dissipate. Ironwood's eyes roll into the back of his head, and he collapses.

—————————

In the hangar, the detached, sparking head of an Atlesian Knight-200 hits the floor, one of Robyn's crossbow bolts embedded in it.

Domino: Sorry guys, but we're not gonna fight.

Robyn: We didn't wanna drop Atlas either, but we've all had to make some tough calls, huh?

Raven: (slings her sword over her shoulders and sighs) This is a waste of time.

—————————

Winter sheathes her weapon and straightens up. Emerald shimmers back into view again, hands Winter the weapon Ironwood dropped, and has the bolas taken off her wrists.

Winter: Go! Move to phase two.

Oscar, Jaune, Nora, Ren, and Emerald hurry into the academy.

—————————

A Manta haphazardly drifts up to a large hole in the base of Atlas' floating landmass.

Blake: So, that takes care of phase one.

Ruby: Meanwhile, the real Penny goes to the Vault, with help.

The door on the side of the ship opens, revealing a grimacing Penny being supported by Pyrrha and Yang. Ruby casts Penny a worried look.

Weiss gives a thumbs-up to Klein who is in the pilot's seat. Klein returns the gesture as her mother and brother look on. Y/N stumbled around in the aircraft as he grabbed the hanging grips from the roof of the aircraft.

Y/N: Fuck.

Yang: What's wrong, Y/N? Scared of heights?

Y/N: Look, I'm just sayin': If we were meant to fly, we'd grown wings.

Oscar: I blasted a hole through the bottom of Atlas and I highly doubt they've had time for repairs. That should take you straight to it. All of that is the easy part.

Y/N: Alright, let's do a countdown. On 1.

Pyrrha whispers to Ruby's ear and they snicker, Y/N was still prepping himself for the next action.

Y/N: 3, 2--

Suddenly, Ruby uses her Semblance to carry Penny and her team through the hole and up the shaft to the landing in front of the Atlas vault.

Y/N stumbles forwards before regaining his balance, the group of girls behind him giggle and Y/N dusts off his outfit.

Y/N: Yeah. Fuck you too.

As they approach the Atlas Vault, the steps leading up to it move into place, reacting to their presence.

Ruby: As soon as Penny opens the door, we go through, grab the Staff, and stop her termination.

Weiss stands guard with her rapier as the others kneel by the vault door. Pyrrha has a steadying hand on Penny's shoulder.

Pyrrha: Stay strong for a little longer, Penny. We'll be done soon.

Penny's Maiden's eye-flames flare weakly as she clutches her head, but she nods. As she reaches for the door, her eye-flames flare-up to their usual strength.

On making contact, the door's engravings glow ice-blue. The vault door comes down piece-by-piece, and Ruby is in motion before it opens all the way. She picks up her team in a burst of rose petals, hurrying into the grassy area in the vault. She deposits her team on a stone platform and rushes forward to grab the Staff of Creation.

As with Jinn's summoning, time slows to crawl and eventually stops. Jaune is seen in front of a broadcast terminal, and Winter is seen escorting Ironwood to a holding cell adjacent to her father's, while Penny goes through her death throes beyond the vault door. Cyan smoke billows from the jewel topping the staff as The group looks on in awe. A muscular, blue-skinned figure takes form before them and flexes gratefully.

Ambrosius: Ah! It seems someone has come to engage my creative wiles! All I'll say is it had better be worth it after my last project.

The figure crosses his arms. His disdain is evident. Y/N's face gave out that he was slightly disturbed by Ambrosius' act.

Ambrosius: A floating city? (scoffs) How pedestrian.

Y/N: Jeez, What a smartass this guy is.

Ruby steps forward, the Staff still in her hands.

Ruby: Hi, um, Mr. Ambrosius? Sir, listen, it's about our friend. She's... She's dying.

Ruby turns to look at Penny as Ambrosius inspects his nails, unconcerned.

Ambrosius: I'm going to go ahead and assume that you know it's against the rules for me to bring people back from dead so...

Y/N sighs and walks closer towards Ambrosius, he peeks one eye at Y/N.

Y/N: Yeah, and that's not what we want. Take a close look at her.

Ambrosius' expression turns to one of curiosity, and he rushes over to the vault door. With a snap of his fingers, he conjures what looks like a jeweler's magnifying glass, and inspects Penny.

Ambrosius: I'd love to meet whoever did this. Ah, I see.

He flies back into the vault to rejoin the girls.

Ambrosius: There's something eating away at her. I'm guessing you think you have some clever plan to save her. Just know, I will give you exactly what you ask for and I don't want any complaining when it's not what you wanted.

Ruby and Weiss exchange meaningful looks, and the latter pulls out her scroll, projecting a hologram of Penny's blueprints for Ambrosius to see. The Staff's spirit is immediately engrossed in them.

Weiss: We brought her schematics. We need you to make a new version of her using her exact same robot parts.

Ambrosius frowns, peering over the hologram at Ruby.

Ambrosius: That was curiously worded, girl.

Ruby: An exact copy of her would include the virus. An exact copy of her without the virus would cease to exist the second you make something else, and we kinda wanna keep her around longer than that.

Ambrosius: (chuckling) You've done your homework.

Ruby: We want you to create a new version of her, using her existing robotic parts taking the virus with them.

Ambrosius forms a steeple with his fingers, deep in thought. He twirls in the air away from the girls to make a series of complex hand gestures, apparently doing some difficult calculations. Weiss stops projecting the hologram and The group looks at Ruby, who can only shrug.

Y/N: What the hell are you doing?

Ambrosius: Shush!

Y/N was surprised by his sudden remark.

Ambrosius: Okay, but if I take the robot parts out of her, that would leave...

Pyrrha: Penny. The girl who's always been there underneath it.

Ambrosius: Hmm...

Blake: You can't destroy, it's against the rules. But you wouldn't be destroying her.

Ruby: Her soul is who she is.

Yang flexes her arm, drawing attention to her prosthesis.

Yang: The mechanical parts are just... extra.

Ambrosius turns back to the girls, frantically gesturing as he speaks.

Ambrosius: But a soul without a complete body, what would be left?

Pyrrha: I don't know. I guess you just have to get creative.

Excited, the Staff's spirit flies here and there, doing calculations, clearly lost in thought.

Ambrosius: (laughing) I suppose I could do a little... Oh, add a touch of... But if I do that, how much of the old Penny would be my work and how much would be her? Just coming up to the surface. This is all very exciting, and very dangerous. I don't know what the results are going to be.

Weiss: We don't have any other options. We believe in her.

Ambrosius: Then ready yourselves, to witness my artistry!

He makes an expansive gesture, then makes some more hand movements, a bright glow emanating from his hands.

A stream of sparks and mist moves toward Penny and snakes around her, lifting her into the air. As time resumes for her, she blinks and the red glow of the virus disappears from her eyes. She glows brightly, causing the group to shield their eyes. Her extremities shimmer, and when Ambrosius gives a final snap of his fingers, two identical Pennys stand beyond the vault's threshold.

Ambrosius: It's done!

With a cheeky look and a wink, he disappears in a puff of cyan smoke.

—————————

Qrow's group sheathe their weapons, trusting Marrow to hold the other Ace Ops in place with his Semblance. The military complex rumbles as Jaune and his group stand before the broadcast terminal.

Jaune: I guess that's the signal then. Seems like things are moving forward in the Vault.

He begins typing on the keyboard. The screen reads WELCOME BACK, and several windows pop up.

Ren: Hopefully, Penny is going to be okay.

Oscar: If Atlas is moving, we need to get word out before people panic.

Nora: Meaning hurry!

Jaune: I know, I know!

He jabs at a single button repeatedly, then taps another. A red circle followed by LIVE appears on screen. His companions give a start.

Jaune: Okay, this should be, um... That did, uh, something?

Ren: You're live.

Emerald: Everyone can see you.

In the subway, a mother watches the broadcast with her child. Beside her, a cloaked man stared at the broadcast, his face covered by the shadow of his hood.

Jaune: Oh! (clears throat) Citizens of Atlas, Mantle, what we have to tell you is very important. Atlas is falling but--

His image blinks out, to be replaced by a NO SIGNAL banner and a color test card. Jaune blinks in surprise.

Jaune: Wait, what happened?

Ren: It's dead! The entire CCT, it just went down.

Nora raises her scroll, which is displaying the same color test card.

Nora: And so did Kingdom wide communications.

Jaune: How?

Oscar: The bigger question is what do we do now?

—————————

Ironwood lies unconscious in his holding cell as Winter frowns at the sudden signal disruption on her Scroll. Jacque Schnee is in the adjacent cell.

Jacques: That boy said Atlas is falling. Is that true?

Winter: Yes. We're using the Staff to get everyone to safety. Salem can have the rubble. We'll all be long gone.

As she turns to leave, her father reaches out, only for the hard-light barrier of his cell to buzz against his hands.

Jacques: Are you... Are you going to leave me here?!

Winter pauses.

Winter: No. When we're finished, we'll move both of you to safety.

Jacques: Oh, Winter, thank you. I--

Winter rounds upon Jacques, annoyed.

Winter: Don't thank me. It was Weiss's decision.

—————————


Team RWBY, Pyrrha and Y/N approach the two Pennys. One takes on her usual appearance while the other, the real girl, has no leggings or gloves, showing that her robot parts have been replaced with human skin.

Ruby: Penny?

The real Penny blinks tentatively, and opens her eyes. She raises her hand to inspect it, then catches sight of the robotic copy next to her. It sparks and crackles in a clumsy, soulless attempt to move toward her, then falls to its knees.

It clutches its head and convulses on the floor, its red eyes changing in size wildly before Y/N crushes her head with his boot, causing it to finally clank to a halt, its eyes turning a lifeless grey.

Y/N dusts his boot and kicks aside the lifeless Penny. Penny looks horrified at the sight, and Ruby puts a hand on her shoulder.

Ruby: Are you okay?

Penny looks at the hand on her shoulder then back at Ruby, and smiles. She embraces Ruby's midsection, and the light coming out of the vault illuminates her face.

Penny: Do hugs always make you feel this warm inside?

Ruby: Yes.

Ruby slowly returns the embrace, smiling.

Penny: Wow! More!

Penny lunges at Weiss as well, wrapping her in a hug. The newly-made girl's eyes glint as she catches sight of Blake, Pyrrha and Yang, whom she promptly hugs as well.

After Penny finishes, she looks towards Y/N, and he looks at her confused before putting his hands up.

Y/N: No, No. No!

Penny jumps and hugs him tightly. Y/N looked away.

Y/N: Alright, alright. That's enough.

Y/N breaks the hug, and releases Penny. He looks at her.

Y/N: I'm... glad you're okay?

Penny's face lights up.

Weiss: We should probably make sure our theory works. And start the evacuation.

Penny stands by Ruby's side as Weiss twirls the Staff in her hands. Ambrosius appears in a puff of smoke, stretching in relief.

Ambrosius: Ah! Free to create and...

His expression falls.

Ambrosius: Oh, it's you guys again.

Y/N turns to walk towards Ambrosius.

Y/N: Hey bub! We're not done with you yet.

Ambrosius: Fine!

As he crosses his arms and looks away, Yang and Pyrrha steps forward.

Yang: Let's try the quick version. Can you make a bunch of doorways in Atlas that open at a single spot in Vacuo?

Ambrosius: Sure! I'll just need coordinates and specs for each door, an explanation for bending space and time to account for the much greater traffic on one side and the single point of exit on the other.

Ruby and Penny look confused and concerned respectively. Y/N is about as clueless as a deer as to what's going on whilst Weiss clutches her forehead in irritation.

Weiss: Okay, that's about what we expected. So, we need to funnel everybody through a central location first.

Ambrosius: You're going to have to tell me more about this central location. For starters, uh, where is it?

Pyrrha: Here. A place like these Vaults. Wherever they are, they're not part of Remnant. Only accessible if you know the right way in. Seems like a safe enough place for thousands of refugees.

Ambrosius chuckles, amused.

Ambrosius: You kids are either smart or much more foolish than you realize. (sighs) I'm going to need a reference?

Weiss: Oh, we've got one.

She pulls out her Scroll again and projects for Ambrosius schematics of the Snow Shoe Shipping pneumatic tube delivery system, as well as the Atlesian Military Compound where all the tubes connect.

Ambrosius smiles and concentrates briefly before making some more complex hand gestures. In the doorway to the vault appears a glowing blue portal bordered by a yellow frame.

In extradimensional space, a network of these portals appear, linked by bridges, all leading to a central platform funneling into a particularly large portal. In the distance, a large wireframe of a globe and support struts are visible against the backdrop of a dark sky filled with cyan and orange mist.

Similar portals appear wherever the people of Atlas and Mantle are gathered: in the subway stations; and in Mantle Crater. One pops up near where May, Joanna, and Fiona are standing. Joanna experimentally reaches into it, and Fiona is shocked to see that her arm does not come out the other side. Joanna and May share a determined look.

Weiss: People enter from Atlas and Mantle on one side... and leave on the other side, with a one-way ticket to Vacuo.

Joanna moves through the portal, and after a rush of speeding light, steps into the extradimensional space. Following a brief look around, she turns to head back.

Y/N: Damn, you're one smart girl.

Weiss smirks and glances to the side at Y/N with a hint of pink across her cheeks.

Ambrosius: Well, everything appears to be in order. You were quite thorough, disappointingly so.

He lazily settles into a reclined position midair, putting his feet up.

Weiss: So, it's done?

Ambrosius: Yeah.

He waves the girls away, apparently bored. The girls trade looks of contentment before heading out of the vault. Penny pauses to watch her dead robotic copy disintegrate before moving on.

Ambrosius: Oh, and you!

The group turns around and see that Ambrosius is pointing at Y/N.

Ambrosius: You are one excellent specimen. I'd love to get to know how you did that to your skeleton! And how you're even still living!

Y/N: No thanks, bub. I'd rather not get into detail.

Ambrosius: Ugh, whatever you say...

The group turn their backs again and starts to walk before being stopped again by Ambrosius.

Ambrosius: Oh, and one last point of clarification about this central location of yours. Do not fall.

The girls look uneasily at each other. Y/N is just annoyed by now and rolls his eyes.

Ambrosius: Okay, and with that dire warning--

He takes a bow and disappears in a puff of smoke again. Penny stands before the portal, looking at her hands in disbelief before receiving the Staff from Weiss.

Weiss: We did it!

Just as the Lamp does, the Staff collapses into a more portable form in Penny's hands.

Penny: What now?

Ruby: We go to Vacuo, all of us, and hope that we've thought of everything.

Elsewhere in the Atlas subway, the previous cloaked figure appears among the anxious refugees, it stops beside a taller, bigger cloaked figure who is crouching. Cinder turns to face the portal with a dark grin.

Worthy

Oscar: What do we do now?

One of Ambrosius' portals appears before Oscar, Jaune, Nora, Ren, and Emerald as they discuss their next move in front of the useless broadcast terminal in Atlas Academy. The group takes a moment to stare at it before Ren turns to face Jaune.

Ren: We stick to the plan.

Nora: How? Without the CCT there's no way we can tell all of Atlas to just step into a bunch of freaky magic doors.

As the others ponder, Emerald cautiously approaches the portal.

Ren: But there is. We use the portals ourselves, and spread the word on foot.

Emerald: Are we positive these things work?

The others turn to look at Jaune, who groans.

—————————

Jaune is propelled out of the portal and onto his face in the pocket dimension. He stifles the urge to vomit as the rest of the group follows after him.

Jaune: Okay, we can do this. Nora and I will get people through the gates. Everyone else, keep to your roles. Remember, the evacuation is priority one no matter what else happens.

Ren: You're sure you won't need more help?

Nora: Shade is armed to the teeth with Huntsmen and Huntresses, but we're about to throw a whole kingdom's worth of negativity on their doorstep. If anyone will need help, it's them.

Ren gives her a proud and determined nod, then takes off for the Vacuo portal. Emerald sighs before following, and Oscar gives Jaune a farewell salute before heading out. Jaune places a hand on Nora's shoulder, then takes a running leap off their platform, activating his shield's hang-gliding function. Nora uses the jet propulsion on her hammer, riding it through a distant portal.

The refugees gathered at the subway take cover behind stairs, railings and platforms, wary of the portal that has sprung up near them.

Citizen: What is it?

A bespectacled man is pushed to the front of the crowd. He picks up a rock from the ground and chucks it at the portal. Just then, Jaune emerges from it, and the rock collides with his head.

Jaune: Everyone-- Ow!

The citizens dive back behind cover. Rubbing his head, Jaune produces his Huntsman License.

Jaune: I'm, uh—gonna need your attention.

—————————

Hovering on green flames, Penny comes through a portal, Staff of Creation in hand, followed by Ruby, Weiss, Pyrrha, Blake, Yang, and Y/N. They stare in awe at the bizarre world around them, and Ruby catches sight of a newly-entered Fiona waving at her. As citizens from all around the cities pour in, Jaune and Nora's voices can be heard.

Jaune: Keep moving, come on.

Nora: That's it, watch your step!

Nora takes off on her hammer again, zooming past Joanna trying to keep order on her platform.

Joanna: Hey, no pushing.

She passes a beaming May as well.

May: Figured you wouldn't let us down!

The first citizens have begun to reach the central platform in front of the portal that leads to Vacuo. Penny's group slowly move onward.

Y/N: I thought there'd be more people by now.

Ruby: Our job is getting Penny and the Staff to Vacuo. Until then, we have to trust the others.

Yang: I'm sure they can handle it.

Pyrrha: I'll go check up on Jaune!

Y/N and the group nods as they watch Pyrrha go away. Y/N smiled slightly before he turns to the group.

Meanwhile, Ren, Emerald and Oscar are mere steps away from the Vacuo portal.

Oscar: We should end up just outside the city limits of Vacuo. Enough space for refugees but still within range of communication.

Ren: All right, I'll focus on masking emotions for as long as I can. Call for help as soon as we cross. 

The three move through the portal, only to be brought to their knees by a whirling sandstorm. They shield their eyes as they get back up.

Pyrrha: Jaune!

Jaune turns around as he hears his name being called. He sees Pyrrha running at him.

Jaune: Pyrr-- Woah!

Pyrrha immediately hugs him. She looks at him all around.

Jaune: I'm fine, Pyrrha. If that's what you're thinking.

Pyrrha sighed relief and looked around.

Pyrrha: Where's Ren?

Jaune: Hmm? Oh! He's out on the other side of the portal. Speaking of which, I... think you should go help them.

Pyrrha: Are you pushing me off, Mr. Arc?

Jaune: W-What?! N-No! No, I would never d-do that!

Pyrrha giggled slightly at Jaune's behavior.

Pyrrha: Don't worry, Jaune. It's a joke.

Pyrrha looks at the Vacuo portal and looks back to Jaune. Pyrrha grabs Jaune's shoulders and keeps her hands there.

Pyrrha: Well, I'm sure you'll be fine on your own. I better go help Ren.

Jaune: A-Alright.

Pyrrha hesitantly walks away before Jaune catches her hand. Jaune pulls her in for a kiss and the two melted into each other. Pyrrha caresses Jaune's face before the two break their kiss.

Jaune: Thank you, Pyrrha. For everything...

Pyrrha: Don't worry, Jaune.

Pyrrha pats his shoulders. She walks away towards the Vacuo portal. She stops before entering.

Pyrrha: There will be plenty of time to thank me.

Pyrrha enters the portal.

Pyrrha goes through the portal and looks around, she shields her eyes as she walks towards the group.

Emerald: You've gotta be kidding me.

Pyrrha: Which way is the city?!

Oscar: It has to be here somewhere!

Emerald consults her Scroll.

Emerald: Guys, the sandstorm isn't just killing visibility.

As she holds it up for the other two to see, the words NO SIGNAL are prominently displayed on its screen. The portal rumbles, and the first few citizens come through, wincing and groaning at the sudden harsh weather.

Citizen: Where are we?

The four teens grimly turn to face the bewildered refugees.

Pyrrha: Welcome to Vacuo.

—————————

Nora is herding people across the pocket dimension.

Nora: Head down and follow everyone else to the exit.

As she takes off on her hammer again, a cloaked figure steps into view, smirking ominously. Moments later, a huge explosion sends several citizens rocketing off their platform and into the void. A low rib-rattling laugh follows after the explosion.

May stares at them from a distant platform, horrified, as the crowd panics and scrambles behind her.

Team RWBY, already almost reaching the Vacuo portal, hears the commotion, and Y/N heads back to deal with the disturbance.

Y/N: No!

Blake stops to reassure a startled Penny before following the rest of her team to join their leader.

Blake: Keep going, we'll handle this.

Penny is left clutching the Staff anxiously.

Cinder propels herself into the air with her flames and spots Team RWBY and Y/N making their way up to a large platform. She quickly jets off in that direction. Ruby uses her Semblance to cover the distance quicker, only to recoil, grunting, at the wall of flames that suddenly appears to block her path. Team RWBY raises their weapons, ready to fight. Y/N is hesitant to pull out his claws, now knowing his past with her.

Cinder: Your little friend Oscar was right, but the easy part ends here.

Team RWBY exchanges puzzled looks, uncertain of how Cinder knew about their plans. The Fall Maiden mockingly voices the question in their minds.

Cinder: How'd you know about that?

Undeterred, the four girls charge forward to confront her.

—————————

Flashback: Arthur Watts finishes examining a downed Atlesian Knight-200 in a deserted alleyway as Neopolitan points her umbrella at him.

Watts: Neopolitan, was it? Now isn't the time to hold grudges.

Cinder steps into view, holding up her Grimm arm to quiet him. Neopolitan shifts the umbrella to point at her instead.

Cinder: No, she's right to be angry. I know I haven't upheld my end of the bargain. I'm... sorry.

Cinder places a hand over her chest, appearing to be remorseful. Neopolitan narrows her eyes, but lowers her umbrella, crossing her arms.

Cinder: I will get you Ruby Rose today. But to do that, I need to ask the Lamp a question.

Cinder holds out her hand expectantly toward Neopolitan as Watts rolls his eyes and sighs. After a pause, Neopolitan takes her former employer's bowler hat from her head and produces the Lamp of Knowledge from inside it. It quickly grows to its full size as she redons her hat. With a satisfied smirk, Cinder steps forward, grabbing the Lamp's handle loop. After a tense moment of hesitation, Neopolitan lets go.

Cinder: Jinn.

The spirit has one eyebrow cocked suspiciously as she regards the Fall Maiden.

Jinn: You have a question for me?

Cinder: I do.

As she steps forward, Watts stares slack-jawed at Jinn while Neopolitan fixes her gaze on Cinder.

Cinder: What have Ruby and her teammates planned?

Jinn's expression changes to one of shock before she furrows her brow in regret. Then, in a swirl of cyan smoke, the alleyway scene is replaced by a recording of the heroes' discussions at Schnee Manor. The teens sit on the manor grounds just after Jaune had boosted Penny's Aura.

Jaune (past): We've been so worried about keeping the Vault closed that... we've never considered using what's inside.

Oscar (past): The Staff of Creation.

Ruby (past): Maybe we can use it to save Penny and get everyone in Atlas and Mantle back to safety.

Cinder walks around the oblivious group with a self-satisfied smile, but her expression falls upon catching sight of Emerald. As she frowns, the scene changes again. This time, the team is in the Schnee Manor dining room.

Ruby (past): After you guys broadcast the evac procedure, you'll walk through the portal at the CCT Center. And when we're done in the Vault, we'll take Penny and the Staff.

Cinder watches the discussions unfold, Watts and Neopolitan at her sides.

Cinder: You tore this kingdom apart with nothing but your intellect. How about we finish what you started?

Watts smirks.

—————————

Flashback: the three villains exit a hall littered with subdued guards and step into a bustling Central Command area. The Lamp swings by Neopolitan's hip as she raises her umbrella.

Watts holds a gun likely taken from one of the soldiers. The clerks and workers slowly start to notice their presence, but the door closes behind them as Cinder conjures a flame in her palm. The floor erupts into a chaos of screams and running employees.

The camera cuts to the end of the bloodbath: the red glow of emergency lights; flaming workstations; motionless clerks (some having failed to even leave their chairs before falling).

Cinder: You have everything you need?

Watts: Oh, believe me, this is everything I've ever wanted.

Cinder watches Watts operate his workstation as Neopolitan cracks her umbrella against a still-groaning employee's temple, a look of unrestrained glee on her face. After a while, Cinder heads for the exit with Neopolitan, but pauses on her way out.

Cinder: You deserve this, Arthur. We'll be back.

Watts pauses typing to nod at her, and Cinder leaves. With a few more keystrokes, a confused Jaune's face appears on the screen as his group's banter becomes audible.

Ren: You're live.

Emerald: Everyone can hear you.

Jaune: Oh! (clears throat) Citizens of Atlas, Mantle, what we have to tell you is very important.

Watts picks up a bloodstained green apple from beside the corpse next to him and appears to take a bite out of the bloodied part.

Jaune: Atlas is falling, but--

Watts leisurely hits a button on his keyboard, bringing down kingdom-wide communications. Multiple screens in the ruined office are suddenly occupied by a color test card.

He swipes the broadcast window out of the way and brings into focus surveillance footage of the hangar. He squints at the small, grainy image but gives a start as the building rumbles around him.

—————————

Flashback: As Cinder and Neopolitan walk along the hallway, they hear thumping footsteps, followed with gunshots and screams.

They round the corner and caught Victor Creed tearing apart a soldier, Neopolitan looks disturbed while Cinder looked slightly disturbed.

Victor pulled apart the soldier's torso and her legs as she screamed at the top of her lungs. He then stood there, growling. He sniffs the air before talking.

Victor: I heard she's dead.

Cinder always recognizes an opportunity and she wont ever not seize it.

Cinder: Oh, she'll be back. She just needs more time. So, in the meantime—I'd like to propose an offer.

Victor crouches down and takes off his shoes. He seemed uninterested towards the conversation and did not contribute much.

Cinder: And that is... The Wolverine.

Victor stops, he turns his head back and grinned his sharp teeth.

—————————

Elm: They're using the Staff?

In the hangar, Qrow, Raven, Domino and Robyn are subduing a motionless Elm, Vine, and Harriet. They are being held in this state through the influence of Marrow's Semblance. As Atlas begins to fall, Elm's dropped hammer skids across the floor, kicking up sparks.

Elm: Are they crazy? They'll destroy the kingdom!

Domino: Yeah, probably. Besides, there's nothing left of this Kingdom anyway, it's just a place now.

Robyn leaves Elm to Qrow and moves on to restrain Harriet.

Robyn: What do you think a kingdom is? The people, or just the chunk of land they live on?

Raven is standing whilst having a hand on the end of her blade's handle.

Raven: Either way, it's over now. Ironwood's down.

Finished with Elm, Qrow proceeds to Vine, who accepts being restrained without comment, even deactivating his Semblance in surrender. Harriet's defiant expression is frozen on her face until Raven's comment about Ironwood, at which she raises her eyebrows in surprise.

Suddenly, an Atlesian Knight-200 enters the hangar and turns to look at them. A quick camera cut reveals it is being remotely controlled by Watts. The display on its face changes to an angry red, and it begins sprinting toward the Huntsmen and Huntresses. emitting a beeping sound.

It perseveres in spite of Robyn and Domino shooting parts of it off and Robyn sinking a bolt into its head. As they stare in shock at its approach, Marrow scrambles forward.

Marrow: No!

He is barely able to throw himself between his allies and the robot as it explodes. As the ensuing thick cloud of smoke dissipates, Marrow lies motionless on the ground, his Aura shimmering and then fading.

Domino and Robyn shake off their daze and look around. With a distant rumble of machinery, the building begins to list to one side, and Domino and Qrow grab at a defenseless Marrow, who is about to slide across the ground.

Meanwhile, a bound Elm writhes on the ground as her free teammates struggle to keep their balance. Harriet spares the other Ace Ops a glance before catching sight of the bomb carrier sliding across the hangar. She uses her Semblance to speed her way into the cockpit, activating the ship's engines.

Other ships fall out of the entryway into the Atlesian sky, but the bomb carrier achieves liftoff. Vine manages to use his Semblance to grab the ship's open hatch, leaving Qrow's group behind to stare at each other in disbelief.

—————————

Meanwhile, in the holding cells, a shower of dust has James Ironwood blinking awake. As he pulls himself into a sitting position, Jacques Schnee snarks at him from the adjacent cell.

Jacques: Well, I see you're awake, finally. Atlas is falling under your watch. How does it feel, James?

Ironwood takes a moment to cradle his forehead, then stands up in alarm.

Ironwood: They—they've got the Staff!

Jacques turns to him bitterly.

Jacques: That's right, you lose. We both lose.

Ironwood hangs his head, then realizes the hard-light cell wall next to him is flickering.

Jacques: What?

The barrier now inactive, Ironwood slowly steps out of his cell, regaining his composure. He moves over to his nearby handheld cannon, and begins reassembling it.

Jacques: You're going to open mine too, right?

Emotionlessly, Ironwood charges his gun, swinging it in Jacques' direction as the barrel glows a pale green. The Schnee patriarch's expression falls, and his eyes grow wide.

Ironwood: Sure thing.

Jacques puts up his arms to shield himself as a beam of green light slams into him. When the green smoke fades, the room's cell walls have been shorted out, a huge portion of the floor lies in ruins, and green flames smolder where Jacques used to be standing. Ironwood takes his leave.

—————————

Meanwhile, in the pocket dimension, Team RWBY is in a heated battle with Cinder, but they aren't having much luck. Cinder stabs her swords into the ground, boosting herself upwards on a vortex of flame.

Cinder: I knew your plan would be bold, but I never could have predicted all of this... At least, not without a little help from Jinn. I suppose I have all of you to thank for one last lesson.

A citizen with short brown hair walks unhurriedly into view, in contrast to the panicking crowds around her. She carries a briefcase and the Lamp of Knowledge swings on her hip. Ruby focuses on Cinder, her silver eyes beginning to glow.

Cinder: Sometimes, if you want to win--

The suspicious lady reveals her eyes of mismatched colors. Yang notices her slowly approaching.

Cinder: ...You simply can't do it alone.

The briefcase shimmers and morphs into an umbrella, and a disguised Neopolitan draws her hidden blade, charging at an oblivious Ruby.

Yang: Ruby!

Yang's hair ignites and her eyes turn red as she uses her gauntlets' recoil to hurl herself forward, knocking Ruby out of the way, only to bear the brunt of Neopolitan's slash.

With a scream, her Aura immediately dissipates, and she is thrown backward, her body is caught by none other than Victor Creed.

Y/N: VICTOR!!

He brings up Yang's unconscious body, he looks at her face. Y/N's claws pop out and Victor's eyes turn to his claws.

Y/N: Let. her. go.

Victor smirks before dropping Yang towards the abyss and walking toward Y/N. Weiss, Blake, and Ruby can only stare in shock while Y/N hurries over.

Yang seems to regain consciousness, cracking open her eyelids as Y/N throws his hand out. Too far away and too late—Y/N's eyes widen as the girl with the golden hair plummets past platforms and walkways into the darkness, where her image seems to shimmer and dissolve before disappearing completely. Y/N watches her dissipate into the wind, the overwhelming feeling of dread and loss push on his chest.

Y/N: YANG!

Victor looks from behind as he watches Y/N grief. He waits for a while before Y/N turns his head back to glare at Victor in rage. Victor smiles.

Penny, who was about to enter the Vacuo portal, hears Y/N's anguished scream, and casts a worried look back. Then she turns her back to the portal, her Maiden's eye-flames flaring up. Ruby gets to her feet, shellshocked. Her silver eyes began to emanate.

Ruby: Yang...?

Neopolitan, still hungry for blood, engages her in battle again. Blake grabs her weapon and heads in Neopolitan's direction. Weiss watches her go, then catches sight of an amused Cinder.

Blake does all she can to deflect Neopolitan's strikes. When she pulls back her umbrella, Blake's weapon tethers her arm, preventing her attack. Yelling in fury, Blake lands a blow with her sheath, only to shatter one of Neopolitan's solid illusions. Growling in indignation, she locates the real Neopolitan and charges forward. Meanwhile, Cinder throws fiery projectiles at Weiss, who dodges and blocks them with her glyphs.

Ruby sees Neo's fight with Blake and glares at her before charging.

Penny: Why'd you have to come back?

A figure emitting green flames suddenly appears. Weiss reaches out to her.

Weiss: Penny, no!

Penny: Why didn't you just learn your lesson?

Cinder turns, smirking, but takes a heavy blow from Penny, and is knocked back. She quickly rights herself and summons another blade, tweaking her nose cockily.

Cinder: Oh, Penny...

Penny frowns, making an expansive gesture as if to manipulate her floating swords, but she gasps and looks at her back, realizing her robotic parts are gone - including her signature weapons.

Cinder: I did.

Penny turns back to face Cinder, but takes a flaming projectile to her chest, getting launched backward. She lands on a crouch on the central platform, then uses her Maiden power to replicate her floating swords.

As Penny plunges headfirst into battle with Cinder, Weiss heads for higher ground, using her glyphs to augment her speed. Penny is blasted away by a wave of fire, and Cinder attempts to fly after her, only to be pulled back by one of Weiss' glyphs. Cinder disables it with a burst of flame before turning her attention to Weiss.

She conjures a barrage of obsidian projectiles, causing Weiss to falter as she catches sight of the citizens pouring in from the portals around her. She quickly summons her Arma Gigas' sword to block the projectiles as Cinder sends them her way, but some get through, embedding themselves in the platform around her feet, and some travelling through the portal behind her.

Jaune, who is on the other side, quickly raises his shield to try and protect the citizens, and casts a worried look at the portal.

Weiss, panting from her exertion, doesn't notice the glass projectiles glowing until they are about to detonate. She is catapulted skyward in an explosion of flame, but cushions her fall with a black glyph. It's clear the battle is taking a toll on her endurance.

Cinder and Penny reengage in battle as Ruby and Blake keep the pressure on Neopolitan. Blake stops her advance when she hears Penny scream, and takes a moment to watch the Maidens' fight. She also catches sight of Weiss' predicament, and seems conflicted on which battle to choose.

Y/N's drool seeps through his teeth as he slashes blindly towards Victor, with the latter easily dodging by stepping backwards.

Victor: Come on, Y/N. Just admit it.

Victor punches Y/N in the face and continued with slashes in all directions. Y/N's clothes gets ripped and torn as he is massacred by Victor's onslaught.

In an effort to evade, Y/N rolls to the side to which he succeeded in doing. Victor stops when Y/N was out of reach. He turns his head and looks at Y/N.

Victor growls. Y/N snarled.

Y/N rushes at Victor and fakes a downwards attack, Victor lowers his stance to the ground and Y/N jumps up. Fooled, Victor looks up and sees Y/N about to shatter his back with a claw slam.

Y/N roared as he plunges his claw down towards Victor's back. It penetrates Victor's skin and Victor yelled in struggle as he moves back. Y/N's claw tickled along his spine as Victor rushes back.

Y/N's claw penetrates the ground and fails to stab Victor. Looking to the side, Y/N sees Victor running up to kick his head. In a quick roll, Y/N pulls his claw out of the ground and cuts off Victor's foot as he goes near.

Victor yelled in pain before being stabbed in the mouth by Y/N's claw. Y/N then grabs Victor's head and slams his fist into the side of his cranium.

A solid crunch can be heard as Y/N's fist shatters Victor's skull. His head recoils from the impact before it is slammed down onto the ground.

Y/N struggled to keep Victor's head down as he raised his claw above his head. Victor's hand blindly wave around to get a grip on Y/N.

Victor: You can't kill me! You're the same as me! Feral! An animal! A monster!

Y/N: Sounds fancy. You might be a monster. Me, I'm the Wolverine... I'm just gonna kill ya!

Y/N is about to decapitate Victor's head but is stopped by Victor grabbing his neck. Victor yelled in struggle as he lifts Y/N up and pulls away at Y/N's body, with one hand on his head and the other on his legs.

Y/N yells in his struggle and hits Victor's head with his elbow repeatedly to break free.

—————————

Meanwhile, Harriet is piloting her ship through the Atlesian skies as refugees hurry into a portal on the street level. An alert on the ship's console draws her attention to the cargo bay, and she engages the autopilot before heading down there. In the cargo bay, Vine has managed to climb on board, and he crouches, panting.

Harriet: Vine. Glad someone made it. Watch for a tail, I need to make sure this thing is still armed.

She walks over to the bomb, bringing up an activation confirmation on its screen. Vine uses his Semblance to restrain her hand before she can prime it. He slowly approaches the bomb.

Vine: I'm no longer certain this is the most logical course of action.

Harriet frowns, leaning in.

Harriet: Do you really wanna do this, Zeki?

Vine deactivates his Semblance, holding up a placating hand.

Vine: No, I don't. Harriet, the general is no longer in charge. Ruby and the others have used the Staff. Atlas is falling, but its people will be safe. Unless you--

Harriet slams a fist on the bomb's exterior, her face a mixture of indignation and rage.

Harriet: It's the principle, Vine! It's about loyalty. Clover understood that. Clover would see this through.

Vine: Then perhaps Clover was wrong too.

Harriet: Don't you dare! Clover was... He was...

She initially has an irate expression, but it becomes more and more morose as she talks. Eventually, she has to turn away from Vine and stifle a couple of sobs.

Vine: ...Important to you.

Beside herself with grief, Harriet steps away from the bomb, her back turned to Vine.

Vine: Harriet, you are not the only one--

He slowly approaches her, reaching out to put a steadying hand on her shoulder, but the ship lurches to one side, throwing both Ace Ops against the wall of the cargo bay.

An identical ship is ramming into theirs, attempting to knock it off course. It is being piloted by Robyn, who is yelling defiantly. With one last grimace at Vine, Harriet arms the explosive and opens the door on the cargo bay. Vine is sucked out of the ship by the airflow, but manages to tether himself with his Semblance, only to be kicked off again by Harriet. He barely manages to grab ahold of one of Harriet's ship's wing-attachments while Harriet herself zooms back into the pilot's seat.

Robyn notices Vine's predicament and pulls back, presumably to avoid harming him. Harriet disengages the autopilot, then squints through the windscreen. Two dark birds seems to draw closer, and as a cloud passes in front of it, a screaming Qrow and a determined Raven is revealed, driving their swords into the windscreen. They break through, and they along with Harriet tumble down a hatch into the cargo bay. Qrow pins her to the ground, leaning in to taunt.

Qrow: Looks like you're getting that fight after all.

Harriet kicks him off, and they face off around the explosive.

—————————

Meanwhile, Arthur Watts has finished his apple, and tosses its core behind him. He engages the autopilot on Harriet's ship, steering it closer toward the center of Mantle.

—————————

In the landing before the Atlas vault, Winter Schnee paces, staring at her Scroll.

Winter: I repeat, is anybody receiving these messages? Can anyone report status on the evacuation?

She pockets her Scroll as a red luminous dot appears on the ground in front of her. She looks confused as it climbs her frame and settles on a point on her chest. Then she gives a start, putting up a glyph, but the green beam headed her way tears through it, sending her tumbling. As she looks up, she sees Ironwood riding the elevator down, holding his smoking cannon aloft. The look in his eyes can only be described as murderous as he steps off the platform.

Ironwood: I've chased a lot of shadows over the years, always expecting betrayal. But never once did I think it would ever come from you.

As he approaches Winter, he charges up his weapon again. Winter stares him down from her kneeling position, holding her saber aloft.

Ironwood: I know what's best for Atlas, and I'm going to do whatever it takes to get that Staff. So, consider this my last order: step aside.

Winter painstakingly pulls herself into a standing position.

Winter: I've never wavered in fighting the enemies of this kingdom--

She separates the two parts of her weapon, dual-wielding her swords and pointing them at Ironwood.

Winter: ...And I won't start now.

Ironwood's eyes narrow ever so slightly as a single tear trickles down his left cheek. Winter seems to notice the rare display of emotion. Both soldiers charge forward, and cannon meets sword.

—————————

Meanwhile, by the portal on Vacuo's side, a crowd of refugees wait out the sandstorm, their emotions masked by Ren's semblance. However, his Aura quickly depletes and dissipates, leaving him panting.

Ren: I'm spent.

Emerald peers through the sand in the portal's direction, then at Oscar.

Emerald: Where's Penny? Couldn't she deal with this storm?

Oscar: Wait, Penny should've been here by now. Something's wrong.

He jogs back to the portal, but is thrown back upon contact, leaving him sprawled on the sand.

Oscar: What? Why can't I--

The voice of Ozpin rings in his head.

Ozpin: Oh, dear... Ambrosius.

A look of realization dawns on Oscar's face.

A flashback is shown depicting Team RWBY and a newly-made Penny in the Atlas vault, discussing the specifics of the portal network that would lead the refugees to Vacuo. Ambrosius stares at the projected schematics and executes complex hand gestures as Weiss speaks.

Weiss (past): People enter from Atlas and Mantle from one side, and leave on the other side, with a one-way ticket to Vacuo.

Weiss' last few words seem to echo as the camera zooms in on Ambrosius' eyes. It is clear that he had engineered the portals exactly as the girls had requested them, regardless of whether they had meant to add certain conditions.

In the present, Oscar runs to rejoin his two comrades.

Oscar: We can't go back, the portal won't let us.

Pyrrha: What?! A-Alright. Let's first--

A sudden unearthly scream is heard in the distance, and from the sandstorm comes a flock of shrieking Ravagers. One refugee is promptly seized in the claws of a Ravager; several others scream and run away through the crowd. Ren, Pyrrha, Emerald, and Oscar trade worried looks before readying their weapons.

RAGE

Monstra's corpse is shown to still be dissolving. A naked hand reaches out from the debris of the beast. In a spot on the carcass, trails of energy condense...

—————————

In the pocket dimension, Penny and Cinder fly at each other, using their maiden powers to clash. They fly around as people continue to dash towards the portal leading to Vacuo. Cinder launches a fireball hitting Penny in the back. She then tries to use her Grimm arm to grab Penny, but a Queen summoned by Weiss is shown to fly by and get Penny out of the way. Nora watches the crowd of people running for the Vacuo portal.

Jaune: Priority one.

Nora looks back to her leader and they exchange nods, continuing with the evacuation.

Penny: Weiss, all she ever wanted was the Maiden power. I can buy you all time.

Weiss: But, Penny...

Suddenly, Weiss is struck in the back by a fireball, causing her Queen Lancer summon to disappear. They fall onto one of the platforms, both of their Auras flicker. Cinder lands nearby and smirks evilly. Penny gasps as Cinder looks to Weiss, the Staff of Creation next to her. Penny suddenly gets up and blocks her path.

Penny: I'm right here! I'm what you want!

Cinder: I want it all...

Cinder launches herself forward, but suddenly is kicked in the face by Blake, pushed back some distance away from them. Blake then looks to Weiss.

Blake: Get up!

Weiss does so, grabbing Myrtenaster and the Staff. She then runs off as Blake and Penny face Cinder, their weapons at the ready.

—————————

On the Atlas cargo ship carrying the bomb, Qrow, Raven, and Harriet continue their fight. Harriet kicks Qrow into the wall, who groans in pain.

Qrow: You're making a mistake, Harriet! What happened to Clover, I blame--

Harriet: (growls) Shut up ALREADY!!

Harriet then turns around and uses her speed Semblance to cut the straps holding the bomb in place, and then jumping to tilt the airship. The bomb starts to slide towards the open cargo door, and Raven jumps in front of it, trying to hold it in place.

Harriet: Get out of the way!

Raven: You're going to kill all of Mantle!

Suddenly, the ship jolts. Qrow and Harriet look behind them, and notice the other cargo ship being piloted by Robyn behind them. Vine uses his Semblance to hold Harriet's ship in place, being supported by Elm, using her Semblance to hold them both on top the ship they're on.

Elm: Hare, please! Don't do this! They're still evacuating in Mantle!

Harriet: Why can't you just let me do my job?!

Elm: Because you're our friend! And we won't let you go through with this!

Harriet is taken aback and lowers her head upon hearing these words. The bomb begins to slide forward more, and Raven shoved out of its way.

Qrow: No!

Qrow takes out Clover's pin and closes his eyes. The Ace Ops watch in shock as the bomb begins to near the edge of the ramp. Suddenly, it stops, and they all breathe a sigh of relief. Suddenly, the screen on the bomb says, "INITIATE COUNTDOWN" with the prompt for "YES" being highlighted. Qrow and Harriet look to each other in disbelief.

—————————

Back at Atlas Central Command, Watts smirks after pressing the button for the bomb.

Back in the pocket dimension, Ruby continues to fight Neopolitan. Neo eventually kicks Ruby to the ground, causing her Aura to flicker. Neo slowly approaches Ruby threateningly.

Weiss: Leave her alone!

Weiss slides in using her glyphs, using the Staff to knock Neo through a portal. Cinder notices this, and angrily launches flame torrents to hold back Penny and Blake. Cinder than kicks Blake off the platform.

Penny: Blake! (flies towards Blake)

Meanwhile, Weiss helps Ruby back up.

Weiss: Come on, we have to do this for Yang.

Cinder smirks. The ground begins to glow beneath Ruby and Weiss. The latter notices this and pushes Ruby back, simultaneously shoving the Staff into her hands.

Ruby: No!

An explosion goes off, knocking Ruby back. Weiss is launched up into the air before landing hard on the ground, her Aura breaking in the process. Suddenly, Neo reappears. She trades blows with Ruby, managing to snatch away the Staff as she knocks her off the platform. Ruby manages to land on one of the walkways, but helplessly watches Crescent Rose slide over the edge.

Ruby: No!!

Ruby watches her weapon fall into the abyss. She looks back to Neo, who glares back at her.

Y/N downward slashes onto Victor, cutting his arms as he put them up to block his attack. Victor growled as he glares at Y/N before plunging his claws into his stomach. Y/N yelled in pain and Victor pushes his hand in some more, his hand grabs Y/N's metal spine and he lifts Y/N up in the air before slamming him down onto the platform.

Y/N recoils from the slam and grunts. Victor grabs Y/N's jacket and drags him towards the edge. Y/N is still disoriented from Victor's slam but soon regains his senses. Y/N stabs the platform, causing Victor to stop from the sudden backwards force. Victor turns around only to be slashed in the face by Y/N's claw. Y/N rolls back a distance away from Victor and the two circle each other.

Victor: You keep fighting, Wolverine. What's your drive?

Y/N: From the start, you've ruined my life. My memories of you haunted me. But now that you're here, my claws are aching to tear you up and rip you apart!

Victor: That's the spirit!

Victor roars as he lunges towards Y/N. Y/N snarled and pulls his arms back before lunging at Victor. Y/N brings his arms above his head and elbows Victor whilst his knee hits Victor's jaw.

—————————

On the cargo ship, the bomb starts to count down to thirty seconds.

Qrow: The autopilot's locked! We gotta go!

Raven puts her sword back in it's sheathe and walks over to them.

Raven: I can't reach Y/N, or Yang. My portals don't work. We... can't escape...

Qrow looks at Raven and nods slightly with a sad look on his face.

Harriet: (falling to her knees) There's no time to make it out of the blast range... I've... killed us all... I'm sorry...

Vine uses his Semblance to reach the ship, and then uses it again to place Harriet in Elm's arms. Vine looks to bomb and ponders.

Elm: No... you can't!

Vine: (smiling sadly) I can... if it means saving all my friends.

Harriet realizes what Vine is about to do.

Harriet: NO!!!

Harriet tries to reach out for Vine, as Elm takes her inside Robyn's ship. Qrow and Vine solemnly acknowledge each other, before Qrow and Raven jumps out from the ship and transforms into their bird form to fly away. Vine uses his Semblance, creating a barrier around the ship as the bomb continues to count down.

The timer goes off, and the contained explosion causes the Vine's Aura barrier to disappear. A cloud of smoke is left in its wake as Robyn, Elm and Harriet look on sadly. Robyn begins to fly the ship away from Atlas.

—————————

Ruby: Whatever you wanted...

Ruby looks over her shoulder as she nears the edge of the walkway, before facing Neo again.

Ruby: I hope it was worth it.

Ruby spreads her arms wide, offering herself as a target. Neo extends Hush's blade as she prepares to go for the kill. She lunges, but Ruby deliberately falls backward before the blade can hit her; she then uses her Semblance to circle under the path, come up behind Neo and attack her from behind, disarming her and knocking her over the edge.

Ruby tries to catch the Staff, but Cinder launches a fire blast into her back, breaking her Aura and knocking her off the path. Ruby catches onto Neo's ankle, the former hanging from the edge of the path. Cinder grabs the Staff and approaches them. Neo reaches out to her, but Cinder's Grimm arm reaches past, grabbing the Lamp from Neo's belt.

Cinder: You should have never threatened me...

Neo looks up at her in anger as Cinder kicks Hush over the edge, into the abyss. Cinder's smirk turns to a glare as she looks from Neo to Ruby.

Cinder: And you... (Ruby tries to activate her Silver Eyes) should have never been born...

Cinder uses the Staff to smash Neo's hand, causing her to lose her grip and fall. Ruby starts to fall with her.

Blake & Penny: RUBY!!!

Y/N is struggling as Victor is holding him in a wrestling hold, trying to break Y/N's skeleton when he hears Blake and Penny shout Ruby's name, he turns his head with a shocked expression on his face as he realizes.

Y/N grits his teeth and uses all of his strength to rip off Victor's arms before running over to Blake and Penny's position.

Y/N: RUBY!!

Penny flies in carrying Blake. Blake is thrown forward as Penny is knocked back by Cinder's fireball. Blake manages to grab Ruby. She uses Gambol Shroud to hook onto the platform. The two try to swing back up, but Cinder launches another fire jet that burns through Gambol Shroud's ribbon. Ruby and Blake fall and disappear into the abyss. Penny looks on, distraught.

Penny: No!

Cinder prepares to attack Penny again, but is struck by Dust rounds.

Weiss: Get back!!

Weiss holds Gambol Shroud in its pistol form, firing shots at Cinder as tears stream down her face. Jaune parachutes to Nora.

Jaune: Joanna, May, any Huntsmen that went through that gate, bring 'em here!

They shake hands as Nora heads through the Vacuo portal. Weiss is seen getting knocked back as Cinder hovers above her.

Cinder: It figures that a Schnee would be the last one standing, letting all her friends die first.

Cinder spews a fire breath attack, but Penny flies in and blocks the attack with her Maiden swords.

Penny: You wouldn't know anything about friends...

Cinder tries to attack again, but Jaune arrives and knocks her back using the gravity Dust in Crocea Mors' shield. Jaune, Penny, and Weiss (dual wielding Myrtenaster and Gambol Shroud's katana), ready themselves to face Cinder again. Cinder gets back up, but suddenly her Grimm arm starts to act up.

Cinder: She's back...

Cinder creates a shockwave to knock the trio of teens back, and then launches two flame swords that Penny blocks easily. Suddenly, Cinder creates flames in a V shape, separating Jaune, Penny and Weiss.

Penny looks to her friends, but suddenly screams out in pain. She looks down and notices Cinder's Grimm arm impaling her chest and starting to drain her Maiden powers. Penny notices Weiss jumping in to fight Cinder again before falling over. She starts to lose consciousness from blood loss. Jaune comes into her view.

Y/N is still far away as Victor was intentionally moving him as far away from Cinder as possible, he retracts his claws in and continues to sprint.

Jaune: Penny! Hold on! (activates his Semblance to boost Penny's Aura) My Semblance--

Penny: No... there's not enough time to heal me...

Jaune notices Weiss and Cinder still fighting behind him.

Penny: She can't get the Staff and the power... but there is something you can do...

Jaune: (taken aback) I don't know where the others are, but... Weiss will give us time! I'll bring over Y/N! Anything but this!

Penny: Jaune... remember what Y/N said...? One life to save... billions?

Jaune: Y/N's wrong! I'm not going to do that!

The scenes intercut between the two Schnee sisters fighting their respective battles: Weiss against Cinder and Winter against Ironwood.

Penny: Let me choose... this one thing... trust me...!

As the Schnee sisters continue their battles, Jaune draws his sword, his tormented expression reflected on the blade. Cinder knocks away Gambol Shroud and Weiss watches it fall into the abyss, before being knocked to the ground by Cinder.

In the Atlas Vault, Ironwood lands a devastating blow on Winter, causing her Aura to dissipate.

Cinder prepares to finish Weiss, but freezes when she hears Jaune scream out in anguish, her expression shocked. Jaune is seen standing over Penny's body as his tears drip to the floor. Her blood drips from his crimson-stained blade. The scene fades to white.

—————————

In a white space, Penny taps her toes patiently. She then smiles as she notices someone.

Penny: (saluting) Salutations! You made it!

Winter is seen entering the white space.

Winter: Where...? What is this?

Penny: I thought of you... and here we are.

Winter: (gasps in realization) Oh, Penny...

Penny: It seemed fitting that it should be you. It was your power after all.

Winter: No, Penny. You were always the real Maiden at heart. I was just a machine... just... following orders.

Penny takes Winter's hands.

Penny: You were my friend.

Aura is shown as Penny transfers the Maiden powers to Winter.

Winter: (smiling) Thank you... for trusting me with this. When you're... gone...

Penny: I won't be gone, I'll be part of you.

Winter: (sobbing) Good. I'm glad.

Penny smiles one last time as she fades into light.

—————————

Back in the Atlas Vault.

Ironwood: So... the destiny I chose for you has arrived.

Winter gets back up.

Winter: You chose nothing.

Winter starts to levitate in the air, her weapons by her side.

Winter: This...was a gift.

She opens her eyes, blue Maiden flames coming from them. Ironwood looks on in shock. He fires another blast from his cannon, but Winter easily deflects it with an ice shield. The blast ricochets back at Ironwood, leaving a large smoke cloud on his position. Winter turns and flies into the portal.

—————————

Back in the pocket dimension, Cinder angrily launches herself forward to Jaune. He pushes her back with gravity Dust. She conjures a flaming sword and charges Jaune again. Jaune extends Crocea Mors to parry her swing, but the force of Cinder's attack shatters his blade. Jaune looks at his broken weapon in shock, before he is knocked to the ground. Cinder advances on him, looking enraged.

Cinder: Where did it go?!

Suddenly, a blue blast hits Cinder. She angrily looks for where the blast came from, and sees Winter floating above her. The two Maidens clash in midair, exchanging blows of magic and swords. Winter activates a glyph summoning a flock of small Nevermores. Cinder conjures more flaming swords and launches them at the Summons, destroying some of them.

However, the rest get through and surround Cinder, attacking her from all sides. Cinder creates a large fireball to free herself from the flock.

Meanwhile, Jaune helps Weiss get away from the battle toward the gate to Vacuo. As the Maidens clash again, Winter snatches the Staff away from Cinder, but is struck and drops it onto the path.

Y/N was on his way when Victor caught up to him and cut him off.

Y/N: Get out of my way!

Y/N uses his momentum to dropkick Victor, with the intention to knock him off—Y/N uses all of his strength to kick him—thinking that Victor would try the best he can to stand his ground, but he didn't.

Instead, Victor didn't resist and uses Y/N's kick to fly himself towards Cinder and the others, realizing this, Y/N quickly sprinted again.

Y/N: No!

Victor lands down onto the platform which held Jaune and Weiss. Victor turns his head towards them, grinning savagely. Jaune and Weiss stepped back, Victor walks slowly towards them. Horrified, Winter flies toward them at high speed as the ground beneath Jaune and Weiss began to glow.

Winter: No...!

Cinder balls her hand into a fist, causing the ground beneath Jaune and Weiss to explode. Jaune's Aura dissipates as Weiss is launched over the edge.

Winter: (voice breaking) WEISS!!!

Victor grabs Jaune's body and hits Winter with his body. Winter grunts as she is knocked out and drops limp onto the ground. Y/N sees this and closes in on the platform they were on. Victor grabs Jaune's body before throwing him over the edge like dirty laundry.

Winter was about to wake up when Victor slammed her head against the ground, knocking her deep into unconsciousness.

Y/N's world stopped.

Team RWBY is dead.

Team JNPR isn't coming back. Its leader, dead.

Winter is unable to fight.

And now he's facing the Fall Maiden, and The Sabretooth. Alone.

There was no one left to help him. No one left but himself. Just like always...

Just like always.

Y/N's eyes sharpened as his red irises glowed. Y/N roars as he jumps and drops down on Victor. Y/N slashes at Victor like a spinning fan with the speed of a bullet. Y/N stabs Victor's shoulder, he brings himself up and stabs Victor's head through the top of his head. Y/N uses his momentum to sling himself to Victor's back and brings Victor over before slamming him down against the ground.

Cinder: You just won't quit!

Cinder summons Obsidian spears, she threw them all down onto Y/N who was slashing Victor's mangled face. The spears pierced through Y/N's back but he didn't care. Cinder then pulls out a flask containing black Grimm substance Salem had gave her, labeled: Apathy. She was about to throw when Y/N stops his slashing.

Y/N pulls out the Obsidian spears, as Victor's face is mangled and bits of his brain can be seen mixed with the remains of his face.

Y/N's head turns around to face Cinder who was still hovering up in the air. His body all covered with Victor's blood. Y/N stood up and glared at her with his blinding red eyes. Y/N speaks up.

Y/N: After everything, every lesson, every training we had. You were still twisted inside. I should have never gave you hope. Never gave you your freedom.

Y/N: You deserved it.

Cinder is taken aback and her face contorts with a mix of emotions before screaming and flying at Y/N. She summons two swords in each hand and lands down in a fiery explosion, causing Y/N to stagger. Cinder then speeds out of the smoke towards Y/N and sends out swings of her swords at him.

Cinder: I'LL KILL YOU!!

Y/N gritted his teeth and blocked each hit with either his claws or his forearms. Victor regains his vision and stands up to join in on the attack. Y/N notices and ducks down, Cinder's sword flies above his head and Y/N kicks Cinder back in the stomach. Y/N spins around on the ground and kicks Victor's legs causing him to fall down to his knees.

Y/N stands up and spin-kicks Victor - making him fall down to the ground beside him before stabbing his eyes out, making him yell in pain. Y/N turns around to give Cinder his own set of thrashing. Y/N slashes randomly, not giving Cinder time to breathe as she summons blade after blade as each one is destroyed by Y/N's claws.

Y/N then grabbed Cinder's hands and headbutted her down onto the ground. He pins her down and retracts his middle claw, he shoves his two claws into the ground beside her neck. The middle claw slowly reveals itself again and stop when it hits Cinder's neck. The blood on Y/N's face slowly drips down onto Cinder's face.

Y/N: Remember this for the rest of your life. This could'a been the last thing you saw before you died. The animal who killed you.

Y/N: Me. The Wolverine

Y/N's eyes stared deep into Cinder's soul. Breaking her heart, seeing her mentor despise her this much.

Y/N slams his fist onto her nose and she lets out a short scream of pain as her aura shatters and she is knocked unconscious.

Y/N turns around to face Victor when Victor lands a kick on Y/N's stomach, sending him back. Y/N saves his fall by rolling and landing in a crouch with one claw in front of him.

He sees Victor grabbing Cinder and the staff before making a run for it. Y/N stands to run and chases after them. As they ran, the pocket dimension shook as an enraged female scream can be heard. Y/N stops when he notices one of the walkways  dissapearing. He turns back towards Winter who is unconscious.

Y/N: Damn, I'm always saving you every time.

Y/N lifts Winter up and casts one last glare at the escaping Victor.

With the staff and the lamp on their bodies, Victor smirks at Y/N as he and Cinder won before entering the portal back to Atlas. Y/N scowls and grits his teeth in anger before running back towards the far portal to Vacuo.

As Y/N ran towards the portal, the ground behind his feet began disappearing. Y/N's face showed a worried look, knowing that he won't be able to make it to the portal in time, but it changed into a determined expression. Y/N jumps forward towards the portal, and as he jumps in the air, the walkway beneath him fully disappear, as well as the ones in front.

Winter opens her eyes and she looks up, seeing Y/N's face she relaxes. It was as if the world was in slow motion. She felt at peace in his arms. But when she looked around she realizes. She grabbed onto Y/N close, not wanting to leave him alone.

Y/N yanks her arms away before throwing her into the portal.

Winter: Y/N!!

Winter enters the portal, her hand reached out as tears form in her eyes. Y/N loses momentum as he began to fall.

Y/N: I'll see you on the other side, Winter.

My name is Y/N. I'm called Wolverine. Or Weapon-X. Or Red-Eyed Soldier. Or Devil of Yukon. Depends who I'm with and whether we're trying to kill each other.

You ever try to remember something and just couldn't? Ya know, you search in your brains for hours and it's just out of reach, like an itch you can't scratch? Half my life, I lived like that.

'Half my life' is an understatement. My whole life is a shithole, I'd bet 500 lien and a beer that no one in remnant can live through what I been through. Guess that's one of the perks of bein' me.

Living with no memories of how you came to be is friggin' weird. And it's hard to buy drinks without an ID, thankfully, three sets of claws usually does the trick. But I'm getting off-topic.

For the past month of being in Atlas, I've had hallucinations and weird visions. Maybe it's the awful beer or the smoke the SDC is spewing outta their chimneys.

But when that dog arrived, everything changed. And I mean everything. The world ain't like what I saw before, wars seemed useless, killing didn't hold that much weight, hell—even Ozpin's ways made sense. I'm never associating myself with the guy again.

Humans? Well, they haven't really changed from the start. I mean there's less racism, but mutantkind being wiped off the face of Remnant contradicts that. I'm just lucky most of them forgot about us. But I guess people can change. Weiss did, Ruby did, so did Jaune and Yang.

An' I guess I did too. But... I don't know if I changed for the better. I can't seem to place myself between the good guys, but I ain't evil enough to be in the bad guys. Good guys help people, they wanna make the world a better place and all that noble crap.

The bad guys don't weigh pros and cons, or make excuses to their conscience... They just do what they wanna do. They just act. On instinct. Like that rabid dog. Like an animal.

But maybe I am a bad guy. Maybe I shouldn't be near anyone that wants to do good. Maybe I am an animal.

So how come now, as I'm fallin' to my death, the only thought that keeps crossing my mind... is did I do good? Am I pleased with my life?

The battle was good, if it is my time to die... then, sayonara so be it. It is a good place to die. This dark... empty space.

An' it's like the saying goes: "Be careful what you wish for......you just might get it." An' now, I got what I wanted.

Y/N plumetted into the abyss as Winter's hand disappeared into the portal. As Y/N fell, he began to disappear on a molecular level, his every cell dissipating into golden flakes before flying away. He embraced his end, long awaited, and undeserving of its merciful method.

The Wolverine Is dead.

In Vacuo, Nora desperately bangs on the portal, unable to go back through due to it being one way. Atlas and Mantle civilians scream as they are attacked by Ravagers. Emerald, Oscar, and Ren do their best to fight them off. The horde of Grimm approach them, but they get blown away.

The trio and the civilians notice Winter, using her newly-christened Maiden powers to levitate in the air. She notices her mother Willow, her brother Whitley, and Klein in the crowd, and tears stream from her eyes. The roar of Grimm gets her attention. She notices the horde of Ravagers and approaching. Winter screams out as her power manifested into three sets of claws in each hand and prepares to take them all on.

—————————

Back in the Vault, Ironwood regains consciousness as he hears footsteps approaching him. Cinder and Victor walk down the stairs with a smirk on Cinder's face, carrying both Relics. As she looks up, her expression changes to fear. A black cloud of smoke sweeps down the elevator shaft, then circles around Cinder and Victor.

Cinder: I... I failed you again, master. They used the Staff to save thousands. Before our allies fell, Neopolitan... killed Ruby. (Ironwood looks up, gritting his teeth) And before Ruby and her teammates fell, they used the Lamp's final question.

The smoke swirls together in front of Cinder, materializing into Salem herself. Her eyes narrow as she listens to Cinder's words.

Cinder: I couldn't stop them! I couldn't even stop the Maiden from escaping without putting the Relics in jeopardy... I'm... I'm sorry...

Cinder kneels before Salem, presenting the Lamp and Staff to her.

Victor: Tch. So much self-pity I'm almost becoming soft.

Salem turns towards Victor who crosses his arms, who did not show any fear towards Salem. She expects a report from Victor and he brings excellent news.

Victor: Unlike Cinder, I have great news. The Wolverine - as they call him - ...is dead.

Salem: How would you know?

Victor: Because I can't smell him, anymore.

Salem: What?

Victor: If he had made it, I should be able to smell him. Even from across the world, I would smell him. He. Is dead.

Cinder's eyes were widened, she couldn't believe what she had heard. Her mentor, The Wolverine, who she once looked up upon and still slightly do to this day. Is dead?

Salem smiles before leaning down to Cinder.

Salem: In pursuit of a new world... (takes the Relics from Cinder) No cost is too great. You've done well, Cinder. Our work here is done.

Salem begins to walk away; Cinder follows, Victor smirks and walks with Salem. Ironwood, unable to get up, helplessly watches them pass him. He notices the white Due Process, and begins crawling towards it.

Salem: You said they used the Staff. I assume you rid the world of their creation. (glances back at Cinder) What did you create in its stead?

—————————

Atlas Central Command is shown engulfed in flames and smoke.

Cinder: (voiceover) I merely added more flames, to the fires of Atlas.

Through the glass, Watts is seen trying to break out by swinging a chair against the window. He screams out in desperation as the flames continue to spread...

—————————

Salem merely smiles. Ironwood tries to aim his revolver at them. On hearing the sound of its hammer, Victor glances back at him and smirks.

Cinder: And that's... checkmate...

Cinder activates her Maiden powers and flies away. Victor walks away and Ironwood sadly lowers his head as he accepts his fate.

—————————

The large floating landmass of Atlas falls onto the now-deserted city of Mantle, engulfed in a large dust cloud. Salem and Cinder along with Victor fly away from the fallout. From the cargo ship, Raven, Qrow, Domino, Robyn, and the surviving Ace Ops watch sadly as Atlas and Mantle are abandoned.

Raven and Qrow desperately scream out the names of their family and their father as they try to contact them, their expressions turning horrified when they don't respond. A large tidal wave appears and engulfs both Atlas and Mantle. The flood continues until both cities have been fully submerged underwater.

—————————

Waves wash ashore along a beach. In the sand, Crescent Rose is seen embedded. The area is tropical, birds and other creatures are heard making noises. At the top of a cliff, a large, mystical-looking tree overlooks everything around it... including a torn black leather jacket.

VOLUME 8

END

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