Civilians continue to run and flee in panic as they reach the docking bays of the colosseum. Atlas Soldiers are seen directing civilians to calmly step into the Air Buses. A female student is seen breaking down in tears as another person tries to comfort her. Suddenly, White Fang Bullheads are seen dropping off more Grimm at the docking bay. Two Atlesian Knights escorting General James Ironwood effortlessly gun down an Ursa. As they proceed forward, the Knights are suddenly brutally ripped apart by a much larger, armored Beowolf variant. The Beowolf then notices Ironwood as the General starts to run towards it, gradually picking up speed as he nears the charging Beowolf. He screams a loud battle cry as he pulls out a pistol from his coat. Ironwood ducks and slides under the Beowolf's swipe and shoots at it twice. Pivoting as he skids across the floor, and using his free hand as a break. The Beowolf lands and shakes its head then charges at Ironwood again, who fires his revolver three more times before having to duck under another swipe. The Beowolf attempts to swipe at him again with its left claw, but Ironwood effortlessly stops it with his own right hand. The General then fires at the Beowolf's feet, the explosion causing it to get airborne, and still gripping it's claw, Ironwood proceeds to swing it back down to the ground with his own brute strength. Ironwood then picks up the Beowolf, aims the revolver at its skull, and shoots it, causing black blood to splatter from it. Ironwood then watches the body of the Beowolf dissipate before leaving. The students are then shown exiting the arena entrance and gather together in front of Ironwood.
Ruby: What's going on!?
Ironwood: Grimm are crawling all over the city. The White Fang's invaded Beacon, and to make matters worse, some... vagabond has seized one of my ships. Until we regain command, the skies are out of our control. So I'm... *Shoots a creep* ...going to take it back.
As Ironwood turns for his ship, he is stopped when asked a question.
Jaune: What should we do?
Ironwood: You have two choices. Defend your Kingdom and your school... or save yourselves. No one will fault you if you leave. Let's move out!
As Ironwood leaves, the students look at each other and murmur before a certain monkey Faunus speaks up.
Sun: I mean... come on!
Jaune: We can take a ship to Beacon!
While the students head to the nearest airship, Roman Torchwick is giddily fidgeting around with the controls of the Atlesian Airship, callsign "Blue-2", like a child in a candy store.
Roman: Hmm... let's see, what does... this button do? Oh, fun! How about ... this one? Hm. Alright, nothing.
Necross, growing very irritated, hands Roman a Scroll with the Black Queen insignia, as he inserts it in the console.
Roman: Oh-ho-ho! Now this one, this one's gonna be fun!
Necross: (I'm gonna enjoy killing him.)
As a squadron of Knights shoot down Grimm, they suddenly stop as their visors and LEDs turn a dark crimson, and turn around, pointing their guns at Glynda and Qrow as they continue to fight the Grimm, the realization shocking them as they see the Knights now turned against two of their now former allies.
Goodwitch: What!?
On the courtyards of Beacon, Weiss and Blake are nearly caught off-guard by the local Knights also succumbing to the virus and turning towards them, fortunately Blake reacts quickly .
Blake: Look out!
Blake manage to push Weiss aside in order to dodge incoming fire, but the Knights surround them, forcing the Schnee and the Faunus to draw their weapons. When suddenly the machines began to rise in the air, then were crushed into compact balls. Weiss and Blake turned to see Rein with his arm stretched out.
Rein: Quit standing there staring at me like an expensive tuna dinner. There's Grimm to hunt.
Meanwhile, the oblivious general, still en route to the Airship, gets a nasty surprise when the Knights on his dropship suddenly activate and turn on him.
Ironwood: No!
As Ironwood reaches out, the dropship suddenly loses altitude, plummeting from the ground as two flashes can be seen from the cockpit. The students watch in horror as they see dropship fall from the sky. Ruby decides to run to the bay doors of their Air Bus.
Sun: Ruby! What are you doing!?
Ruby then jumps off the Air Bus as it barely takes off, using her Semblance of speed to safely land on the runway after freefalling in the sky. As she runs to the stadium, she finds it nearly empty and full of brown dirt, where she sees a locker. She punches in the code, latches on with Crescent Rose, and immediately takes to the skies, Unknown to her, Neo was hiding in the locker. The locker landed on top Roman's stolen airship with a thud.
Roman: Ugh... go see what that is.
Necross: As long as it gets me away from you.
Back at Beacon, the hacked Knights continue to fire, but they are cut up by flurry of slashes. Weiss is taking down a sizeable group of knights using a combination of Myrtenaster's strikes as well as her using her Glyph Semblance, while Blake fights off a group of White Fang soldiers, before using her Semblance to dodge a dual sword-wielding soldier, more White Fang grunts charge at her, but they are all suddenly knocked back by Rein as he thrusts his arm out. Afterwards, Weiss, Blake, and Rein stand back-to-back-to-back, but notice a group of human Atlas Soldiers fighting off an Atlesian Paladin, which has also been affected by the virus and turned rogue. The Paladin easily bats aside several of the soldiers.
Weiss: Come on!
Before The small group could assist the soldiers, they notice a Bullhead about to crash land. An armored Beowolf is seen jumping out of it before it could crash with the aircraft. More soldiers continue to fight the Paladin. The Beowolf lands on the ground and starts to chase after fleeing civilians. Weiss and Blake exchange one last look with each other before parting ways.
Weiss: Be safe.
Rein: I'm gonna try and help the civvies.
Sharing a nod the three split up, Blake runs just outside the dining hall. However, she stops when the Beowolf from earlier latches onto the side of the building above her. Her attention is then drawn away from the Beowolf when she hears a wounded scream inside the burning interior of the dining hall. She turns fist clenched then gives a look of horror when she sees a familiar figure throwing an Atlas soldier.
Blake: No... Adam?
Adam: *grins creepily* Hello, my darling.
Meanwhile
Cinder, Emerald, and Mercury are standing on the rooftop watching the chaos. Emerald notices that her idol looked severely pissed off.
Cinder: Damn him...
Emerald: Can't believe that Y/n was the Shadow Rose this whole time.
Cinder: He knew this entire time who we were.
Mercury: He played us like a hand of cards.
Cinder: Are you at least getting the footage?
Mercury: Unfortunately not, he hacked my Scroll and now I can't do damn thing on it. He even deleted the memory on it.
Emerald: At least he did a favor by doing that last part.
Mercury: But all my porn!
Cinder walks off as Mercury continues arguing with Emerald.
Cinder: Enough! We still have one more thing to do here.
Inside his office, Ozpin watches the battle on three video feeds, one showing some buildings, the middle showing a group of Atlas soldiers struggling a against a Deathstalker on Beacon's main avenue, and the last showing civilians stuck on a rooftop waving for help, while an Ursa slowly crawls up the side of the building, until it was blown off by a sudden strong wind. Ozpin then starts to walk away from his desk, grabbing his cane in the process, before proceeding to the elevator. However, he is stopped in his tracks when a sudden tremor shakes the ground. Drake appears before him not effected by the trembling.
Drake: Might want to hurry up and get downstairs. The fear and panic is awakening a dovah.
Back in the city, Glynda and Qrow continue fighting, before they too are shaken by another tremor. Qrow stabs his sword into the ground to keep himself standing.
Goodwitch: No...
Another tremor shakes Jaune as he battles an Ursa Major, with Sage and Scarlet piggyback riding on it with worried expressions on their faces.
Elsewhere, a mountain starts to violently shake and crumble, as various body parts of a monstrous-looking Grimm are revealed, before the mountain completely breaks apart, releasing a titanic Wyvern. The Wyvern roars and flies over the abandoned Mountain Glenn, heading towards Beacon. As it flies, it exudes a black, tar-like substance which drops to the ground in the city of Vale and spawns various Grimm.
Ozpin approaches the window of his office, noticing the Wyvern getting closer. The massive Grimm excretes more of the black substance, which drops to the ground and spawns more Grimm near the base of the CCT. As the Grimm charge forward, the camera pans across the members of Team SSSN, Team JNPR, and Y/N in a lineup as they prepare to battle the incoming enemies, with Jaune and Pyrrha exchanging a smile with each other as she adopts a pose similar to his. Before they can go forward, Pyrrha notices Ozpin standing by the entrance of the tower, while Team SSSN runs off to continue fighting. Pyrrha then walks towards her headmaster without saying a word to her teammates, much to their confusion.
Nora: Where's she going?
Jaune: I'll go find out. You guys stay here and keep fighting.
Y/N: Sorry Jaune, but you are not my leader. And for some reason my instincts are telling me to follow you guys.
As Jaune nods as they go to follow Pyrrha, unbeknownst to them a woman in a crimson dress was watching them.
Elsewhere
The Wyvern flies past the hijacked Atlesian Airship, as Ruby looks on, with the surrounding Griffons roaming the skies. A Griffon lands on the airship, but Ruby easily cuts it down with Crescent Rose, causing to disintegrate into black particles. But suddenly, she hears a snap, turning to see Necross, flipping her off after taking a picture of her, sending it to Roman
Necross: The red hair bitch is here, along with someone else.
Roman: Oh, you can not be serious!
Having realized his old foe is interfering yet again, the quickly picks up his weapon Melodic Cudgel and walks up to the top of the airship. When he gets there his eyes widen with fear.
Roman: N-neo?
Meanwhile
Right outside of Beacon's dining hall, Blake backs away from the shattered window, staring in horror at her old partner.
Adam: Running away again? Is that what you've become, my love? A coward?
Blake: Why are you doing this?
Adam: You and I were going to change the world, remember? We were destined to light the fires of revolution! Consider this... the spark.
Adam then prepares to stab a student when Blake charges into the dining hall, drawing her sword in a flash. Her blade clashes with his as she pushes him away from the student, and they stand with their blades locked.
Blake: I'm... not... running.
Adam: You... will.
He kicks her away, knocking her onto the floor. A nearby Creep runs toward her, only to be shot by Adam.
Adam: But not before you suffer for your betrayal, my love.
He smiles and begins walking toward her.
Back outside the Beacon grounds, Velvet groans as she struggles to get up, only to get knocked back down when Coco bumps into her after getting knocked away from a Paladin. Neon Katt and Reese Chloris dodge and weave between groups of students fighting against Grimm plus the infected Atlesian Knights and Paladins. The rest of Team ABRN surrounds a Griffon attacking it with bullets and fireballs, as Bolin knocks a Knight aside. Reese spins her board and slices through another as she passes by it. Nearby Sun and Neptune try to hold back a Paladin, while Nora and Ren decimate another group of Knights. Yatsuhashi is fighting another Griffon while Fox dashes over from a pile of robot parts. Two Creeps rush at Flynt who uses his trumpet to send the first one flying. Neon and Reese use their weapons to freeze a second Paladin's legs in place. Weiss then arrives on the battlefield, and charges in but gets swatted aside by its arm.
Neptune: Weiss!
Yatsuhashi tries to hold back a Paladin's fist with his sword, but he gets overpowered and knocked back. The Paladin then turns to and starts approaching a distracted Ren.
Nora: Look out!
Nora pushed Ren out of the way taking the hit instead.
Ren: Nora! No!
Distracted, Ren got knocked away as well. Coco and Neptune fire their weapons at the Paladin, but it is unfazed.
Neptune: Uh, this is bad.
Coco: Well, I guess now's a better time than any. Velvet!
Velvet: *excited* Really?
Coco: Just make them count.
Velvet nodded as she walked up to the Paladins.
Weiss: What are you doing!? She's going to get hurt!
Coco: Just watch.
Velvet holds her hand out as Anesidora glows, forming a scythe. Grabbing the copy of Crescent Rose, Velvet leaps into the air, dodging cannon fire as she imitates Ruby's overhead spin, she descends slashing at the Paladin. She then replicates Myrtenaster to deflect the Paladin's punch and land a few blows before pushing it back with an Ember Celica imitation. Once after she lands a few shots, she slides under the Paladin's fist, similar to Blake as she uses a Gambol Shroud copy and uses its string to trip over the mech, before moving to the second Paladin by lopping off its hand, and jabbing it in the head with the cleaver.
Before it can react, it is immediately peppered with holographic bullets, thanks to a copy of Gianduja. As it moves forward, Velvet switches to using Ruyi Bang and Jingu Bang to counter a blow, as she lands another few hits while landing a downward blow from above with a copy of Magnhild, severing a limb.
As the first Paladin attempts to recover, Velvet immediately copies Penny's weapon, Floating Array, as she leaps off the second Paladin and slices apart its legs before blasting it at full power. She then summons Her Shadow and His Rose and begins to run circles around it while unloading round after round, destroying what was left of the Paladin. Unfortunately she was hit by the first Paladin and was knocked away.
Velvet: Aah!
Coco: Velvet!
At this, Coco unloads her weapon on the Paladin to no avail, Neptune, Nadir, and Reese rush to her side and add their own firepower. But the barrage has little effect and the Paladin continues to loom over Velvet.
Furious, Weiss immediately rushes in past the others, as she instinctively uses a summoning glyph, confusing her. When she gets in between Velvet and the Paladin about to bring its fist down, she raises Myrtenaster defensively then closes her eyes and grits her teeth. A thud is heard as she looks up and discovers she summoned the arm and sword of the Arma Gigas she fought before, which blocks the Paladin's fist and bisects the machine in half. She takes a brief look at her summoning before being surprised by a camera flash, which was taken by a smiling Velvet.
But before they can take a breath, another advanced Paladin rushes in from the corner and begins to charge at them.
Sun: You have got to be kidding me!
Suddenly the machine is lifted into the air, tearing apart into several pieces then dropping back down. Rein appeared from where the robot came from and picked up a piece of it and pocketed it.
Rein: Let's go people! We're wasting precious time!
Back at the Airship
Roman: What are you doing here?
Neo: Roman, I want you to stop... Please
Roman: Y-you have your voice back?
Neo: I have my teammate to thank.
Ruby: What are you doing!? Without these ships, the Grimm will destroy everything!
Roman: That's the plan!
Ruby then swats aside Melodic Cudgel just as he attempts to fire it at her, causing him to move a few feet off-balance, before Neo leaps over to her and tries to stop her.
Neo: Ruby, if anyone is going to fight him, I want to be the one.
Ruby nodded as she turned her attention to Roman.
Ruby: What do you get out of all this?
Roman: You're asking the wrong questions, Red! It's not what I have to gain, it's that I can't afford to lose!
As Neo charges, she ran over towards Roman, grabbing Melodic Cudgel, and slides under his legs, flipping him. Roman grabs her arm throwing her to the side as he stands back up.
Roman: I may be a gambling man, but even I know that there are some bets you just don't take.
Necross: Like trusting me?
Before anyone could react, a bloody hand shot out of Roman's chest. Ruby and Neo's eyes widened as they saw his attacker. Roman's body fell as the hand was removed from his body.
Neo: ROMAN!
Ruby: Why did you attack your own teammate?
Necross: HAHAHAHA! YOU THINK I CARE?! LET ME GIVE YOU A LITTLE LIFE LESSON. I... AM... GENOCIDE!
Necross then began to change, his human features began to warp as his face extended outward into a lizard-like mouth. His skin turned a dark gray, and began to grow a pair of draconic wings and a tail. Ruby and Neo saw a blood red circle with an X over it appear on his now exposed chest. And finally, his size increased making him stand about 8 feet tall.
Necross: WITNESS MY TRUE FORM. FOR IT IS THE ONE THAT WILL BE RULING OVER YOUR CORPSES!
Neo: YOU WILL PAY FOR WHAT YOU DID!
Neo was about to attack but was stopped by Ruby. Necross stood there and laughed.
Necross: Oh it will be fun to watch you scream. Watch you suffer. Watch you beg for mercy... As I eat the flesh right off you while you are still alive.
Necross laughed one last time as he vanished into nothing. When he did Neo ran over to Roman and found him barely alive.
Roman: N-neo?
Neo: I'm here Roman. What is it?
Roman: I just want to say... I'm sorry I couldn't give you the life you deserved. *cough*
Neo: But Roman... You took me in when no one else wanted to. If it wasn't for you, I wouldn't even be here. You were one of the people that gave me hope. Hope that the world might become a better place for everyone.
Roman: Neo... I want you to do something for me...
Neo: What is it?
Roman: I want you to stay strong... Please.
Neo: I-I'll try.
Roman: Thank you... My little cone.
Neo: Heh, I should have never told you that secret.
Roman: Goodbye... Neo
With those final words, he succumbed to his injuries. Neo's eyes were watery as she broke down crying.
Neo: G-goodbye, my candle in the darkness.
Ruby: Neo! We have to go!
Neo stood up and nodded wiping away a few tears. Ruby and Neo then leaped off the falling airship, Ruby was shooting at the ground with Crescent Rose as if her weapon was a pogo-stick, while Neo used her umbrella to float down before landing safely on the rooftops of Vale.
Back in the city, Glynda uses her weapon, The Disciplinarian, to knock back a few Creeps, while Qrow slices and blasts at a few infected Knights with his weapon, Harbinger. Nearby, Cardin giddily knocks back an Ursa with his mace, but then gets held at gunpoint by a few infected Knights. Suddenly, their heads are shot off, surprising Cardin. As the smoke clears, General Ironwood miraculously survived his crash, his damaged uniform exposing the right half of his body to be cybernetic. Without hesitation, he shoots down all of the infected Knights with his weapon, Due Process. Flipping it into his right hand to club the last one as it leaps at him.
Ironwood: This area's secure! We need to-
Suddenly, Qrow's expression changes into what appears to be anger. He transforms his sword into a scythe and charges toward Ironwood.
Ironwood: Qrow! This isn't my doing!
Qrow continues charging, despite Ironwood's words. The general flips his gun in his hand and gets into a battle stance, preparing for the perceived attack. However, Qrow leaps past Ironwood, who turns around just in time to see a large Griffon lunging at him. With one swing of Qrow's scythe, the Griffon is sliced in two. Upon landing, Qrow turns around to address Ironwood.
Qrow: *Scoffs* You idiot. I know you didn't do this.
Ironwood relaxes and sighs, lowering his head and putting his hand to his forehead, while Glynda places her hand on his shoulder.
Qrow: So what now, General?
Ironwood: Someone's done the impossible and gained control of my machines. And that enormous Grimm seems to be fixated on the school. Glynda, form up the local Huntsmen and establish a safe zone here in Vale. We need to evacuate Beacon. Qrow, I'm leaving that to you and my men. I still need to get to my ship.
The three hear a loud noise and turn to see its source, Ironwood's ship slowly nosediving into the ground.
Qrow: Well, it won't be much of a walk.
But what they saw shocked them, the ship slowly vanished into the air without a trace. The Atlesian Knights that are still functioning attempt one last time to harm the Huntsmen, before powering down.
Ironwood: Oh just great! Now we have that to deal with!
In the Beacon courtyard, the students stand prepared to fight the Atlesian Paladin that is charging toward them. However, electricity arcs across it and it suddenly powers down, collapsing and sliding to a stop in front of them.
Sun: Hm. That went better than expected.
Weiss doubles over, exhausted, leaning on Myrtenaster to keep herself standing.
Yang: Weiss!
Yang ran toward her teammate to make sure she was alright.
Yang: You're okay! Have you heard from Ruby? Or Vernde and his team?
Weiss: No, just Rein a short while ago.
Yang: What about Blake?
Weiss: She went after an Alpha... And some members of the White Fang.
Yang: You look for Ruby. I'll meet up with Blake.
Yang hurries off in the direction that Weiss pointed, while the heiress gives a thumbs up.
Beacon Vault
Jaune: What is this place?
Pyrrha: It's... a type of vault.
Jaune: You've... been here before?
Pyrrha looks away from him.
Jaune: What would this school need to... hide?
Finally seeing the Aura transfer machine, Jaune stops in his tracks, gazing wide-eyed at the strange contraption and the comatose girl inside.
Jaune: What? Who?
Pyrrha: Jaune...
Y/N: Pyrrha! We don't have much time to waste!
Pyrrha looks at Jaune, then runs to the second pod.
Ozpin: Mister Arc, Mister L/N, if you'd like to help, you can stand guard here.
Jaune looks at the two with uncertainty, then turns around and gets into a guarding stance. Y/N nods as he pulled his hood up and covered his face with shadows.
Pyrrha: What do we do now?
Ozpin: We, do nothing.
The second pod opens, and Ozpin turns his head to look at Pyrrha.
Ozpin: You, Miss Nikos... have a choice to make.
Pyrrha looks at the pod, then at Jaune and Y/N, hesitating. Her expression changes from uncertainty to sadness, and she wipes a tear from her eye, still looking at Jaune and Y/N. She then climbs into the pod, which closes.
Destroyed Cafeteria
Adam: This could've been our day! Can't you see that!?
Blake: I never wanted this! I wanted equality! I wanted peace!
She raises her sword, its blade folding into sickle mode, and shoots at Adam, who blocks both bullets with his sword.
Adam: What you want is impossible!
He sheathes his sword and backhands Blake across her face, knocking her over.
Adam: But I understand because all I want is you, Blake.
She begins to raise her sickle again, only for him to kick it out of her hand, knocking her over once again.
Adam: And as I set out upon this world and deliver the justice mankind so greatly deserves, I will make it my mission to destroy everything you love.
Yang: Blake!
Yang's voice draws their attention to one of the broken windows. She soon comes into view and shoots a White Fang member, before looking around for her teammate.
Yang: Blake! Where are you!?
Adam looks at Blake to see her terrified expression, then returns his gaze to Yang.
Adam: Starting with her.
Beacon Vaults
Ozpin: Are you ready?
Pyrrha looks at him and gives a slow nod.
Ozpin: I... I need to hear you say it.
Pyrrha: Yes.
Ozpin: Thank you, Miss Nikos.
Ozpin presses a few more buttons on the screen, and Amber's pod raises up. Amber begins glowing orange, and her eyelids begin fluttering. The orange glow travels along the pipes connecting the two pods - first up to the ceiling, then down to Pyrrha's pod. An orange glow surrounds Pyrrha, who begins screaming out in agony.
Jaune: Pyrrha!
Jaune runs over to Pyrrha's pod, moving his gaze back and forth between Pyrrha and Amber's pod. While Jaune panics, trying to understand what's going on, Ozpin looks away.
Ozpin: I'm... so sorry.
Suddenly, an arrow pierces the glass of Amber's pod, striking her in the chest. Amber gasps, and her eyes open, then begin to close again, while the machine begins beeping. Ozpin and Jaune turn around to see Cinder Fall standing halfway down the corridor from them, an obsidian bow in her hand. She lowers the bow, a tiny smirk creeping across her face. Y/N was seen crumpled on the ground holding his right hand.
Y/N: F-fuck you bitch.
Cafeteria
Adam draws his sword and stabs it into Blake's abdomen near her left hip, causing her to shriek in pain. The cry catches Yang's attention.
Yang: Huh?
Adam stands upright, pulling his sword from Blake's flesh and turning to face Yang.
Yang: Get away from her!
Blake: No... please...
Adam sheathes his sword, smiling. Yang screams, her eyes turning red and a burst of flame erupting from her. She leaps at Adam, drawing her fist back with tears in her eyes. Adam swiftly draws his sword, swinging it through the air at Yang, as his Semblance activates.
???: Watch out, Yang!
As Yang flies through the air, she is shoved out of the blades path and lands on some rubble.
Adam: Hmph, you're a fool.
???: A fool I may be, but still kick you're sorry ass I will.
Yang looked up and saw Y/N holding his severed arm with his left hand.
Y/N: Yang, get Blake out of here. I'll take care of the bullheaded one.
Yang: NO! You're bleeding to heavily!
Y/N ignored her as he dashed toward Adam and began to swing his severed arm wildly. Adam dodged every swing and was getting very irritated.
Adam: You think you can beat me this way? You ARE pathetic.
Y/N: I have a surprise or two up my sleeves.
Adam dodged another swing when he saw a silver glint on one of the fingers. He was then blinded by a bright light. He felt himself get kicked into a wall as he tried to regain his vision.
Y/N: Told... Ya...
Y/N collapsed and Yang ran over to him along with Blake, who was clutching at her wound.
Yang: Y/N!
Blake: (N-no, this is all my fault.)
Y/N: Its a good thing I came here instead...
Blake and Yang helped each other pick up Y/N and ran out of the room.On the roof of the cafeteria, two figures watched the as Y/N was taken away towards the docks.
Necross: Looks like he wasn't very strong after all.
???: You seem to underestimate him. I can tell he was holding back.
Necross: Well, you can't match the power of a god!
???: You are so pathetic.
Necross: Whatever. I'll let you have your fun. I need to talk to a bitch.
Necross vanished and left the mysterious man alone. He then pulled out a notebook and began to write in it.
???: I wonder... How far are you willing to hold back?
The Vault
Amber struggles to breathe, her eyes wide, the machine's alarm blaring. Finally, all breath leaves her. Her eyes drift closed, and her head leans to the side, her whole body going limp. The green flames that light the torches throughout the vault suddenly snuff out. Y/N slowly vanishes into shadows as Pyrrha frantically beats her fists against the glass of her pod. The orange glow leaves Pyrrha and travels back through the pipes into Amber. The glow then bursts out of Amber, shattering the glass in its way, and enters Cinder. The murderer glows, begins floating, and gains long trails of flame around her eyes, with orange energy swirling around her. Pyrrha beats even harder on the glass, her stress increasing. Jaune raises his sword and charges toward Cinder.
Ozpin: Stay back!
Cinder summons a large fireball casting it toward Jaune, who blocks it with his shield and is blasted backwards, landing on his back.
Pyrrha: JAUNE!
Finally, Pyrrha uses her Semblance to rip the pod's door off its hinges, throwing it at Cinder, who knocks it away like it's nothing. As Cinder begins to descend to the floor, Pyrrha leaps out of the pod and charges, calling her weapon and shield to her with her Semblance. However, Ozpin puts his arm out, stopping her.
Ozpin: Take Jaune and get out of here! Find Glynda! Ironwood! Qrow! Bring them here right away! The tower cannot fall!
Pyrrha: But I can help.
Ozpin: You'll only get in the way.
Pyrrha hesitates for a moment but obeys Ozpin, scooping up Jaune and running away. While she does so, Cinder descends to the floor and watches them leave, with the glow, the swirling energy, and the flames around her eyes all disappearing. Cinder turns her attention back to Ozpin, her eyes still glowing for a moment.
Cinder: This whole time... right beneath our feet. She was right about you.
Ozpin turns his cane in his grip, staring hard at Cinder.
Cinder: Such arrogance.
Outside
Air buses are picking up the last few civilians and students while Port and Oobleck oversee the evacuation.
Port: That's it! Everybody on board! This is a mandatory evacuation!
Oobleck: A safe zone has been established in Vale! Please, remain calm and listen to Atlas personnel!
Weiss stares at what is in front of her, in disbelief. As Ruby and Neo come running down the path, Zwei barks to alert Weiss to her leader's presence, and Weiss turns around to greet her.
Weiss: Ruby! Neo!
Ruby: Oh, I found you!
Neo: Good thing too!
Weiss: Ruby, where have you-
Ruby: Don't worry, I'm fine! What's going on?
Unsure of what to say, Weiss lowers her gaze sadly.
Ruby: Weiss? What is it?
Neo: What happened?
Weiss steps aside, giving Ruby and Neo a clear view of Blake, Yang, and Y/N lying on the ground. Both Y/N and Blake have bandages wrapped around their wounds, and the former is unconscious. Behind them sit Nora and Ren, who are too battered and bruised to fight. Blake reaches over and places her hand on Y/N's.
Blake: I'm sorry.
Ruby reaches out and opens her mouth to say something, but in her emotional state, she doesn't know what to say.
Blake: I'm so sorry.
Yang: Me too.
Ruby: Y/N...
Neo: Dammit Y/N.
Sun: Hey. He's gonna be okay. The soldiers have a ship ready to take you guys to Vale.
Nora: But Jaune and Pyrrha are still missing.
Nora attempts to stand, but she quickly sits back down, groaning and holding her side.
Ruby: What!?
Sun: Look, guys, that giant Grimm is circling the school! Even the White Fang are pulling out! We all have to go, now!
Ren: We're not... leaving! Ugh!
Ren tries to stand but falls back down. Sun turns and casts a worried look at Blake.
Ruby: I'll find them... I'll find them, and I'll bring them back.
Weiss: No! We will find them. Nora, Ren, and Neo, watch after Blake, Yang, and Y/N. We'll be back.
Ruby and Weiss run back toward Beacon Academy, while Sun watches them go.
Sun: You better be! Idiots.
Neo: They'll be fine... I hope. Hey Sun, have you seen Vernde and Rein?
Sun: Yeah, they're on an airship getting patched up.
Elsewhere
Jaune: Okay, I think I have Glynda's number. Oh, where is it?
Pyrrha turns and stares silently at Beacon Tower. Jaune's voice soon breaks her concentration.
Jaune: Pyrrha? What was all of that?
Pyrrha: I...
Their conversation is interrupted by an explosion, followed by Cinder using fire to fly up through the elevator shaft. The two teens stare at the tower in surprise.
Jaune: But... Ozpin...
Pyrrha: There's no time. Go. Get to Vale and call for help.
Jaune: Huh? What are you gonna do?
Pyrrha slowly turns her head to stare up at the top of Beacon Tower. Following her gaze, Jaune realizes what she plans to do.
Jaune: No... no, Pyrrha, you can't. You saw how powerful she is! Pyrrha, I won't let you do-
Suddenly, Pyrrha grabs Jaune's head in both hands and silences him with a long kiss on the lips. After a moment of hesitation, he gently pulls her in and returns the kiss, while Pyrrha slightly raises her foot behind her. She then pulls away, ending the kiss, and stares into his eyes, one hand on his cheek and the other on his chest.
Pyrrha: I'm sorry.
She then uses her Semblance on his armor, pushing him directly into a nearby locker, which slams shut from the impact.
Jaune: Hey! Wait! Stop, stop! Pyrrha, please don't do this!
While Jaune pleads, Pyrrha walks over to the locker and begins typing coordinates into it. She looks him in the eyes one last time, before stepping back and watching the locker fly away. Once it vanishes into the distance, she clenches her fists and, once again, adopts a determined demeanor as she walks toward the tower.
Somewhere in another universe
???: Stop blowing holes in my ship!
Back with Pyrrha
Pyrrha stepped through the entrance, she then ran to the nearest elevator and used her Semblance to force the doors open. Inside, she finds that Cinder has left a large hole in the floor and roof of the elevator on her way up. Pyrrha stepped inside the elevator and closed her eyes, and begins mustering all of her strength. The elevator begins to shake. She focuses even harder, straining herself, until the elevator begins a quick ascent toward the top. Unknown to her, a pair of red eyes were watching her.
Meanwhile
Ruby and Weiss are on their way back to Beacon campus, when Weiss' Scroll begins ringing.
Weiss: It's Jaune! Where are you?
Jaune: *Scroll* Weiss! Please, you have to stop her!
Weiss: What!?
Jaune: Pyrrha! She's going after that woman at the top of the tower! She doesn't stand a chance!
Weiss: Jaune, what are you talking about!? Where are you?
Jaune: *Scroll* Don't worry about me! Please, you have to save Pyrrha.
Weiss: We will. Are you okay?
Weiss: Jaune? Jaune!
The ground shakes, alerting Ruby and Weiss to the danger that approaches them. The Wyvern flies into view, circling Beacon Tower with black ooze dripping from it. It perches on one of the arches stemming from the tower and utters a screech. Ruby draws Crescent Rose, shifting it into its scythe form in preparation for the Grimm spawning from the ooze.
Ruby: I have a plan.
Weiss: *smiles* You always do.
Meanwhile
Y/N appeared in between a shocked Cinder and Pyrrha, with strained smirk on his face.
Y/N: Nice try bitch... bet you didn't see that one coming, huh?
Cinder: You!
Pyrrha: Y/N!
Cinder formed and obsidian bow and aimed it at Y/N. Pyrrha notice a piece of bloodied cloth was hanging from Y/N's body. Her eyes widened in horror when she saw the cloth tied around the stump of his right arm.
Cinder: You think you can beat me? You have nothing against-
Y/N: The power of a Maiden? Yeah, I've heard you say that. I want to see if that is true.
Pyrrha: No Y/N! You're injured you can't possibly beat her!
Cinder: The poor girl is right, what can you do to stop me?
Y/N's eyes darkened as he began to laugh manically,before stopping and looked straight at Cinder.
Y/N: Don't underestimate my power... Release restraint level 3.
Cinder&Pyrrha: Level what?
Seven black tendrils erupted from Y/N's back poising towards Cinder. A red blade then extended from each one. His left arm became covered in shadows and grew in size. A shadow wolf then leaped from his body.
Y/N: Fang, protect Pyrrha.
The wolf acknowledged with a growl and went toward Pyrrha. Cynder turned her bow into two swords and charged at Y/N. Y/N slashed at her with his tendrils, only for her to slice through four of them. The remaining three, she blocked and used them to jump away. Pyrrha noticed Y/N wasn't moving very much and was having trouble standing. The shadow wolf whimpered and Pyrrha looked at it and saw Y/N's Scroll next to it. Seeing Y/N's Aura meter almost depleted horrified her.
Cinder: You will die!
Y/N: Maybe... But that is for fate to decide!
Y/N charged at Cinder only for him to trip and shatter his remaining Aura. Pyrrha watch as Fang vanished and Cinder walk towards Y/N ready to stab him. Having enough enough of people fighting for her she grabs a piece if metal next to her and charges at Cinder.
Pyrrha: You leave my cousin alone!
Cinder, slightly shocked at what Pyrrha said was knocked away from Y/N. Pyrrha noticed a red fragment on the piece of metal and realized what it was.
Pyrrha: Y/N's fear crystal...
Cinder yelled in frustration as she used her Maiden powers to push Pyrrha away. Pyrrha shielded her face from the flames.
Cinder: Maybe I'll kill your first. After all, you were in my way.
The Bitch in the Red Dress walked toward Pyrrha. She felt a tug on her ankle and looked down at Y/N who grabbed her.
Cinder: Don't worry, you'll have your turn.
She kicked his hand away and formed an obsidian bow and shot an arrow right through Pyrrha's left ankle. Pyrrha collapsed in pain. She attempted to pull herself to her feet, but the pain is too much. Both ends of the arrow break off, making removal impossible. She turned over onto her hands and knees as Cinder moves to stand in front of her.
Cinder: It's unfortunate you were promised a power that was never truly yours. But take comfort in knowing that I will use it in ways you could never have imagined.
Pyrrha: Do you believe in destiny?
Cinder: Yes.
Cinder stands back up and forms an obsidian bow and arrow again. She pulls back the arrow, lowering the bow to aim at her weakened opponent. Nearby, Ruby finally reaches the top of the tower, landing in a kneeling position. She looks upon the scene, seeing Pyrrha sitting with her eyes closed, accepting the fate that awaits her. Cinder looses the arrow, which plants itself directly in the center of Pyrrha's chest. Ruby watches in horror as Pyrrha gasps in pain, the wound in her chest emitting a red glow. Cinder approaches her fallen foe and places a hand on Pyrrha's head, using her Maiden powers to flash incinerate her.
Ruby: PYRRHAAAAAA!!!!
The white light envelopes her, spreading out to the nearby Wyvern and Cinder.
Cinder: WHAT?!
A/N
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Sky Above, Voice Within.