Karen POV:
I stand alongside Team RWBY as the Ace Ops block our path.
Harriet: I can't believe you let her go!
Marrow: I thought you were on our side!
Karen: There are no sides, we both want to stop Salem but I refuse to sacrifice the people for it.
Weiss: Please, think about what you're doing.
Harriet: You heard the general. Until this is sorted out, you're under arrest.
She brings out her Scroll and hits a button. The blue lights throughout the room turn red, and metal covers the windows.
Yang: Really?
Vine: Please. Don't make this difficult.
Blake: Don't make us have to get out of here by force.
Blake, Weiss, and Yang draw their weapons as Vine activates his Semblance while Harriet and Elm do the same.
Karen: (Akame...)
Akame: (Yes Mistress)
I summon Akame in my hand as White Flames radiate off us.
Marrow: Whoa, whoa, whoa. We're not actually going to slug this out, are we?
Harriet: We're not doing anything. They decide what happens next.
Ruby walks forward and changes Crescent Rose to its Scythe form.
Harriet: You think you're going to stop us. (scoffs) We're the best Huntsmen in Atlas.
Ruby: You were. Then you trained us.
Ruby uses her Semblance to rush past the Ace-Ops, smashing straight through the door, and Harriet angrily chases after her with her own Semblance.
I join Yang in her fight against Elm, as Blake fights Marrow, and Weiss fights Vine.
I charge at Elm bringing a downward swing on her as she used her Hammer to block my strike and Yang charges in and lands a punch on her face.
We both descend into the foyer as Yang rushes Elm with a flurry of punches as she uses her hammer to block her strikes.
Yang manages to land another punch to her face as I run in after and slash her side with fire knocking her back a few feet, as Yang propels herself forward with the recoil from her weapons, ready to punch, but Elm uses her Semblance to stand her ground and then swings her head to headbutt her and sends her flying with her hammer.
I charge at her and dodge the hammer swing as I use my free hand to grab her arm to drain some of her aura before letting go as I hit her with a blast of fire.
Karen: (She's close...)
She stands back up and chases after me as I run through the doorway and see Blake landing on the floor dodging Vine.
Yang: Karen, over here!
I run in her direction as Yang lets small bombs down as Elm chases after us, Yang detonates the bombs, but Elm is unfazed.
We continue to run around the room, while Blake resumes swinging around with her kusarigama. Vine finally manages to catch Blake and tosses her to Elm, who catches her while using her Semblance.
She holds her hammer's pole against Blake to keep Blake pressed against herself.
Karen & Yang: Huh?
We see that she's captured and stop running.
Vine: If you come peacefully, we won't hurt you.
Elm: Speak for yourself!They betrayed us!
Blake: You're betraying the people you've sworn to protect!
Yang: It's not worth it, Blake. They're just following orders now.
Infuriated, Elm throws Blake against a wall and charges toward Yang. Vine sighs and uses his Semblance on his feet to raise himself up to a ledge.
I launch a shot of fire at him as he dodges the shot and tries to gain some distance as I continue to rain down more fire.
Yang holds onto Gambol Shroud's ribbon, and Blake swings her forward, sending her flying toward Elm, who attempts and fails to block Yang's punch.
Yang turns around and rushes toward Elm again, but Elm roots herself with her Semblance and slams the top of her hammer into her, knocking her backward.
Blake then launches Gambol Shroud in kusarigama form toward her, She sets her hammer down, grabs the sickle with one hand and the ribbon with the other, and pulls, jerking Blake through the air toward her.
She picks her hammer back up, spins it, and slams it into Blake's torso, sending her flying straight up into the air where she is caught by Vine's Semblance.
I run up at him slashing his side forcing him to drop Blake, as he uses his other arm to grab me and launch me into a stone wall as I use my leg to stop the momentum and break free.
Yang dives under Elm's hammer she swings it toward her. Elm then swings her hammer down at Yang, who grabs the hammer's pole and then shoots Elm in the face, sending her flying backward.
I slash the air sending an Aura Arc to Vine knocking him back with her.
Elm: Time to wrap this up, Vine. They've had their chance. Don't be soft.
Vine: Are you telling me? Or yourself?
Yang: Karen, let us handle this.
Karen: Understood I'll be on standby.
Vine uses his Semblance to grab chunks of the broken part of the wall, Yang readies her weapons, and Blake unfolds Gambol Shroud into katana form. The two then rush forward, Yang using recoil to propel herself.
Elm swings her hammer horizontally at them, but Yang ducks down and slides under it, while Blake backflips and then grabs onto the hammer's head, using the momentum to fling herself into the air past Elm.
The two run from Elm, and Yang uses her recoil to dodge the stone chunks that Vine throws at her before finally catching one of the chunks. She rapidly attaches several bombs to the chunk and tosses it into the air.
Above her, Blake is dangling from the ceiling with Gambol Shroud's ribbon and kicks the stone toward Vine, who knocks it away with his Semblance. He then uses his energy arms to catch Blake as she begins to drop from the ceiling.
Vine pulls Blake over to him and soon finds that, not only is her back covered in the bombs that Yang had attached to the stone, but she is actually a clone. The clone vanishes as the bombs begin beeping, and the blast from the explosion sends Vine into the air.
Yang shoots at the floor, using the recoil to send herself up toward Vine. As she passes him, she steals his bolas from the back of his belt. Once she is above him, she throws the bolas down, wrapping it around him.
She then uses recoil to send herself spinning down toward him, grabs his legs, spins through the air, and sends him hurtling toward the floor. The impact sends a web of cracks through the floor and breaks his Aura.
Yang lands on the floor, and Blake drops down from a ledge on the wall. Elm looks down at Vine and then looks at Blake and Yang, surprised.
The other ops stop their fights.
Karen: (Guess they're not used to losing)
Yang, who is holding onto the kusarigama form of Gambol Shroud, swings Blake overhead toward Elm, who has rooted herself in place with her Semblance.
Elm pushes the pole of her hammer at Blake, who uses it to bounce herself up into the air over Elm and swings her kusarigama at her.
Elm turns and swings her hammer at Blake as she drops down, only for Blake to create a clone to take the hit and propel herself into the air.
While Elm continues to attack Blake, who shoots at her, Yang fires explosive bullets at the floor all over the room, creating deep cracks.
Elm notices that the ground beneath her feet is loose and lifts her foot to find that the floor is completely shattered. She glares at Yang and spins her hammer, deactivating her Semblance.
Yang propels herself forward with her weapons' recoil, and Elm shifts her hammer into its rocket launcher form.
Yang stops herself just short of Elm, activates her Semblance and punches the floor, creating an outward blast that sends Elm flying into the air and shatters the floor even more.
I see Blake kick off from the sky light to send herself toward Elm, and Yang uses recoil to propel herself upward with her Semblance still active. As the two pass Elm in mid-air, Yang punches her and Blake slashes her with her katana.
Elm screams as her Aura shimmers, and her Aura finally breaks when she lands on the floor. Blake and Yang land on the floor behind her, and Yang deactivates her Semblance.
Akame: (They really are amazing)
Karen: (Well, they are on Y/N's team)
I chase after them as I see Ruby finishing up her fight with Harriet as she hits an ice wall and falls unconscious.
Ruby: We have to stop Ironwood. If he can't access the Relic, he can't move Atlas.
Weiss: We just have to get to the Winter Maiden.
Yang: Blake and I will look for the others.
Ruby: But our Scrolls don't--
One of the elevators makes a ping noise, the doors open to reveal it Maria and Pietro as she holds her scroll with the wanted notice on the screen.
Pietro: Oh!
Maria: This is the part where they ask us to help.
3rd Person POV:
Winter and Penny have gotten Fria into one of the pods of the Aura transfer machine.
Winter: I hope it will be painless for her.
Penny: You said your personal feelings do not matter.
Winter: They won't change my actions. What I'm committed to. The power of the Winter Maiden and the Relic must be kept from our enemies. Even if it means she dies.
Winter: But yes Penny, we must still acknowledge our personal feelings, wrestle with them. It ensures us that we're on the right path. It's what makes us human.
Penny: I think... I think I understand.
A explosion is heard in the distance as the room shakes.
Winter: What was that?
There is another explosion, and the room shakes once again, rattling Fria's teacups. There is a third explosion, and an alarm starts going off. Although she is unconscious, Fria moves her head a little.
Winter hurries out into the now darkened hallway. Red lights that run along the ceiling are flickering on and off, there are broken AK-200s on the floor and the walls have black marks on them.
At the end of the hall Winter sees Cinder, who smirks and shoots a fireball at her as she dodges the projectile and runs back to the room.
She uses a hologram panel with a number pad on it to shut the door and draws her sword, but the door is blasted out of the wall immediately after.
The explosion knocks Winter and Penny to the floor, and Cinder walks into the room through the large hole in the wall with a fireball in her palm.
Cinder: Hmm. Both of Ironwood's puppets. Lucky me.
Winter: Cinder.
Penny: You were responsible for Beacon. For what happened to me.
Cinder: It was unfortunately temporary. Now step aside or there won't be anything left to salvage this time.
She aims a fireball at them as another explosion can be heard in the distance as she gets punched at the wall.
Cinder: What?!
They look up to see Y/N with her mask on.
Penny: Y-Y/N?
Y/N: Hey...
She drops down as Cinder shakes in fear.
Cinder: W-What are you doing here?
Y/N; Finishing what I started back at Haven.
She walks forward as Cinder shakes in fear before recomposing herself as Penny uses the opportunity to try and punch her, only for Cinder to use her Grimm arm to catch her fist.
She then using the arm's stretching ability, flinging Penny through a nearby pair of double doors. Cinder starts to walk into Fria's room, as Y/N punches her in the chest knocking her a few feet.
Cinder then forms two black glass swords as Y/N forms her Empress sword to block her downward strike as they locked in a stalemate.
Cinder: I've gotten stronger!
Y/N: Really you still seem weak to me.
She pushes Cinder back as Winter summons a flock of small Nevermores to attack her until she uses her maiden powers to destroy them.
Cinder then angrily charges at Winter as they lock weapons.
Cinder: You Atlas elites are all the same!
Winter starts to push back, and Cinder breaks her swords free of the lock. Cinder begins swinging her swords at Winter, who blocks the strikes with her own sword.
As Winter attempts to fight back, Cinder parries her attacks.
Cinder: You think hoarding power means you'll have it forever, but it just makes the rest of us hungrier.
She kicks Winter hard enough to send her flying, causing her to slam into a wall. One of Penny's swords flies past Cinder's head and stabs into the wall that Winter was slammed into.
Cinder: And I refuse to starve.
Penny rockets toward Cinder and begins swinging and spinning her swords at her, only for Cinder to block the attacks.
Penny recalls her swords and then sends them flying forward to stab Cinder, who jumps, spins and swings her swords to dodge and deflect Penny's.
Behind Cinder, Y/N and Winter charge in with their swords as Cinder leaps over them firing a fireball at Y/N as she blocks the projectile with her sword as Cinder then blocks Winter's sword.
Cinder then leaps and stands on Winter's large sword to dodge Penny's attack, then kicks Winter in the face, knocking her to the floor.
She then jumps and kicks Penny, knocking her over, as well. Winter charges toward Cinder, who leaps and flips over her, leaving Winter standing in front of the entrance to Fria's room.
Cinder activates her Maiden powers and propels herself with her flames at Winter and Penny as Y/N intercepts her as they clash blades busting through the wall exiting the tower.
Y/N swings her sword at Cinder, who uses the stretching ability of her Shadow Hand to move Y/N too far away for the sword to hit her.
Penny momentarily activates her jets, causing the trio to spin in the air. Y/N then uses Yue to stab Cinder's Grimm hand causing her to cry out in pain forcing her to let go of Y/N.
Y/N continues to fall before using her wings to stop her descent as Cinder diverts her attention to Penny and tosses her away before conjuring a flame-covered black glass sword and kicking it toward Penny.
Penny activates her jets and catches the blade between her hands, only for the sword to explode, sending her momentarily tumbling through the air and screaming in pain.
Penny reactivates her jets and flies back up into the air, while Cinder watches, panting.
Cinder: I have come too far to be stopped by some toy!
She's suddenly hit by a blue fireball, and Winter approaches them, riding on a Manticore summon. Cinder rights herself with fire jets and shoots a fireball, only for Winter's Manticore to dodge and spit a fireball back.
Penny and Winter both fly toward Cinder from two different directions. Winter reaches her first, her Manticore slamming against Cinder on its way past. While Cinder is distracted and throwing a fireball at Winter, Penny slashes her with her swords.
Y/N uses the next chance to land a slash across her chest and a punch to her stomach causing Cinder to gasp for air while Winter's Manticore spits out another fireball hitting her dead on.
Cinder cries out in anger and flies toward Winter, who charges toward her. As they close the distance, the Manticore spits another fireball, but Cinder quickly changes her trajectory to go under the Manticore, using her fire jets to spin herself so she can slash the Manticore with a sword.
The summon dissolves leaving Winter to fall, as Cinder shoots another fireball at her, which breaks her Aura.
Y/N and Penny fly after her as Winter screams out in pain and they catch her.
Winter: What are you two doing!? My life doesn't matter!
Penny: I disagree.
Y/N: There's no way in hell I'm letting Weiss's sister die.
Back with Cinder she breaks into Fria's pod fully revealing her Grimm arm.
Cinder: You had your time in the sun, but now I'm afraid your time is up.
Fria: Yes. I've been waiting here... for some time, I think. What was I waiting for?
Cinder smirks, and her eye flares with orange Maiden flames.
Cinder: Me.
Cinder draws back her Shadow Hand and then reaches for Fria, only for Fria to grab her wrist and stop her.
Fria: No.
Fria: (light blue maiden powers activate) I had a job to do.
Cinder pulls her wrist from Fria's grasp, creates a black glass knife and attempts to stab Fria with it.
She knocks her away with a blast of blue energy and rises into the air, surrounded by a whirlwind of ice and freezing air. A layer of ice spreads across the floor from beneath her. Some of the ice spreads onto Cinder's Shadow Hand, causing her to scream in pain and jump back.
The door of the transfer machine's second pod comes loose and flies toward Cinder, who rolls out of the way and leaps into the observation room through the now-broken window.
Fria grasps her head and then cries out, the whirlwind around her intensifying and blasting a hole through the ceiling. The freezing air also pours out of the hole in the wall. Penny and Y/N land on the roof, setting Winter down and stares at the whirlwind.
Penny: What is that?
Winter: That's the power of a fully realized Maiden.
She tries to reach for the whirlwind as Y/N stops her.
Y/N: It's too cold for any normal person to enter.
Penny: Let me handle it.
Y/N: Right, then I'll handle Cinder.
They both dive down as Y/N uses her Gauntlet to knock Cinder away as she starts freezing the ground to keep her in place.
Meanwhile Penny fights against the torrent of freezing winds as she walks toward Fria. Her right foot becomes frozen to the floor, and she uses her jet to break free. At the center of the whirlwind, she finds Fria still levitating in the air.
She steps forward and gently rests her hand on Fria's ankle, causing Fria to gasp and look at her in surprise. Fria's Maiden eye flares fade away.
Penny: Are you okay?
Fria: I had a job to do. I was supposed to protect the power of the maiden until I was ready. I worry I may have lost track of time. But you can tell James that I'm ready now.
Penny: Ma'am, if you do that...
Fria: I'll be gone.
Fria: I know I have a hard time remembering, but I remember that.
Penny stares at her sadly. Fria lowers to the floor, and Penny catches her and gently leans her back. Fria shivers, and Penny looks around at the thick layer of ice that now coats the room. Fria looks up at her.
Fria: What's your name?
Penny: It's Penny, ma'am.
Fria: (smiles) Penny. Are you the one?
Penny gains a look of realization, then looks over her shoulder at the hole in the ceiling, which is now frozen over. She looks down in uncertainty.
Penny: I--
Cinder continues to struggle against Y/N as she keeps aiming for her Grimm Arm causing her to yelp out in pain.
Cinder: G-Get away!
Y/N: Didn't last time not gonna do it this time.
She let's out a tornado of flames as Y/N responds with a cyclone of snow causing steam to fill the room as Cinder tries to fly in Fria's whirlwind.
Cinder: She's mine.
Cinder screams in fury and sends her Shadow Hand toward Penny and Fria, and Penny flinches and closes her eyes. Suddenly, the Shadow Hand disintegrates, and Cinder begins screaming in agony.
Penny opens her eyes and looks. Cinder is stumbling around, her Grimm arm having been cut off, and Winter is standing near her with her sword drawn. Winter glares at Cinder, then looks over at Penny and Fria.
Winter: (worried) No.
Winter glares at Cinder again. Cinder continues screaming and begins writhing as her Shadow Hand grows back. Cinder glares at Winter and Y/N, hyperventilating in pain.
Her eye flares with Maiden fire. Cinder forms a black glass sword and hurls it at them, as Y/N blocks it with her sword.
Cinder then goes to slash at Winter as Y/N intercepts it and slashes off her arm again as Cinder screams out in fires a large blast of fire.
Penny watches the fighting and worriedly looks at Fria, who is beginning to lose consciousness. After Fria closes her eyes, Penny takes her hand.
Fria's hand glows with light blue Aura, which extends onto Penny's hand, while light blue energy swirls around both of their hands.
Despite Y/N being able to block most of the blast Winter still recieved some damage getting a black eye, hair down and legs of her pants torn.
Y/N readies herself for Cinder's attack as while she walks over to her with a black glass knife in her hand.
A single snowflake drifts past her face, distracting her. More snowflakes swirl through the air, and Cinder hesitates before turning to look.
Penny stands with her eyes closed for a moment, with snowflakes drifting around her. She then opens her eyes and looks at Cinder with green Maiden flames coming from her eyes.
Cinder stares in disbelief and then becomes furious, Maiden flames flaring out from her eye. Suddenly, Weiss voice distracts her as they turn to see her and Ruby standing by the entrance.
Weiss: Winter!
Cinder generates fireballs in her hands and glares up at Weiss and Ruby, as she gains an expression of fear as Ruby's eyes adopt a soft silver glow. The room is engulfed in a bright white light.
Ruby drops to her knees, panting. She, Weiss, Y/N and Penny look up at a glowing orange hole in the ceiling. Cinder is nowhere to be seen.
Weiss: Winter.
Weiss jumps down and goes over to Winter, who struggles to sit up. Winter glares at Weiss.
Winter: What did you do?
Penny's Maiden flames fade away, and she looks at Ruby, then turns and drops to her knees, resting her hand on Fria's.
Her eyes glimmer as she gains an expression of grief. She covers her eyes with her hands, and Ruby hurries over to her side and places a hand on her shoulder.
Ruby: Are you alright? Penny, what happened?
Penny: She's... gone.
Ruby looks at Fria, but before she can say anything, Winter's voice catches their attention.
Winter: (glaring) No. She's a part of you now.
Winter: I suggest you all surrender (grunting) and comply with the General's orders.
Weiss: (sadly) We can't do that.
Winter: Then... I suggest you run.
Weiss: No, you're hurt! I'm not going to leave you like this.
Winter: (emotionally) You're not leaving me. I'm giving you a head start.
She places a hand over her earpiece.
Winter: This is Special Operative Schnee in need of immediate medical assistance. Send reinforcements, over.
Weiss: We all have to carve out our own way.
Y/N walks over to Winter and hands her some Aura.
Winter: Why? I'm the enemy?
Y/N: I already told you I'm not letting you die.
Maria's Manta arrives next to the hole in the wall, and the door slides open to reveal Yang.
Yang: Guys you're...
Ruby: We need to go.
The four of them get on the Manta as Winter stands up her wounds slowly healing.
As they fly away the Manta receives a signal from multiple pilots.
Male Pilot: We've got multiple hostiles on radar. Is anyone else seeing this?
Female Pilot: These readings can't be right.
Maria narrows her eyes at the radio, and her eyes widen when she looks through the windshield. Pietro adjusts his glasses, staring out the windshield.
A constant flicker of red lightning reveals a strange silhouette in the storm clouds. Soon, an enormous Whale Grimm slowly drifts out from the clouds, accompanied by a massive army of flying Grimm. Atop the whale's nose stands Salem, who smiles confidently.
Y/N: She's here.
Y/N suddenly hears a beep on her second scroll as she sees the message.
Y/N: (It's time)
She lets her Aura engulf the others as she opens the door and flies out.
RWBY, JNR, Penny, Karen, Maria, Pietro: Y/N!
Y/N: (Time to head to Neo)
Chapter End