Archive of Our Own ^beta

OCs will be sprinkled throughout the story but they're just to get the story moving, but they won't be the main characters.

Finally, this chapter will have a slight jump in time and won't immediately follow the previous chapter and will be jumping to different characters.

Well without further ado here is the next chapter of World Eater. As always review, follow, and favorite and let me know what you think.

Consume. Spread. Consume. Spread. Consume. Spread. Grimm... Nuisance

A bit of turbulence shook the Atlas dropship, making everyone on board a little uneasy, "Check your weapons!" Lieutenant Hargrek yelled as he did the same for his. The group of seven Atlesian soldiers sat around him as he inspected each of their rifles in turn, before nodding to himself.

Four Atlesian Knight-130 droids were positioned by the doors as Hargreks' group finished up their equipment checks. The pilot spoke over the speakers "We'll be making landfall at the city entrance in five minutes," the man's voice was a little crackled from the intercom, and Hargrek's grip on his rifle tightened in response to it.

"Lt.?" one of the men asked, looking up at him from his own inspection, "What's the big deal?" he questioned with a small frown playing on his lips.

"What are you talking about soldier?" he asked back with a confused tone lacing his voice. "The city's gone to hell. Something is eating away at it as we speak,"

"Yeah I get that," the man stated, "But zombies? I mean it just sounds like something out of a B-grade movie, or a video game,"

"You watch too much TV Private," a female soldier next to him spoke as she shook her head at the man.

"Regardless, the brass thinks there is a problem. So that makes it our problem too. And if you can't do this then maybe you're not cut out to be in Atlas's military. So suck it up, get it together besides you should be happy you get to fight something that isn't Grimm," Hargrek barked, before he looked down at his own rifle, making sure that it was working.

"Relax Gregory..." the female soldier next to him, named "Amy," began as she placed a hand on his shoulder and squeezed it. "Hargrek is just being a dick. So just follow his orders, and don't die...got it?"

The private named Gregory simply nodded his head. "Don't worry Ames. I'll make it back in one piece," he assured her as she let out a small smile before nodding.

Entering the city's limits the pilot looked out the cockpit window and saw that it was in an even worse state than what he had expected. "Gods.." he murmured, the center of the city had been engulfed in flames and smoke. His grip tightened on the controls as the radio was suddenly flooded with the sounds of activity.

"This is Igloo we've set up a temporary landing zone, send any civilians you have towards us. We'll get them out of the city ASAP."

"Frost giant here. We've got civis but we're pinned down and could really use some backup."

"Ice dagger - 4 copy, gunship is inbound, take cover and brace yourselves,"

"Wendigo, we've hooked up with local huntsmen, making our way to the center of the city, watch your six!"

"Ice Sleet this is Ice Dagger - 9, be advise the Grimm and those things are going at each others throat down the block, You're heading into a shit-storm! Turn around now and link up with Blizzard and their Paladins."

Feeling a hand on his shoulder the pilot looked back to see the lieutenant standing behind him. "Don't worry about what you see out there soldier, focus on the job we have to do and the job will get done," the man stated before patting him on the back and giving him a reassuring smile.

"R-right umm...one minute till touchdown."

Lieutenant Hargrek nodded to his pilot. "You heard the man!" he yelled at his team, "Grab your shit! It's time to dance!" he gave the droids a hand gesture, ordering them to prepare.

"The Aks will clear the area first. Stay back until the landing zone is clear!" he commanded, as the other six members of the group did their final weapons checks before getting into position near the doors, readying for combat.

As the squad of seven Atlesian soldiers and the four Atlesian knights prepared for combat, the pilot failed to notice a nevermore fly from out of a destroyed building right towards them, the giant flying Grimm unable to fully control its movement due to the infected creatures covering its body, screeching and screaming as they clamored over it, tearing at its body with teeth and claws.

Dropship alarms blaring the pilot had little time to react as the Grimm smashed into the left wing of the vessel sending it off balance, and into an out-of-control spiral downwards. The group of soldiers yelled as they struggled to hang on to something while the AKS thrashed around from the impact.

"Mayday, Mayday!" The pilot yelled into the radio, "We've been hit and are going down, sending co-" A sickening crunch was heard as the ship made contact with the ground, its front crumpling like tin foil before the craft finally came to a rest.

As the sound of alarms and emergency lights faded to silence smoke slowly began to clear within the crashed Atlassian ship. A faint groan was heard as Hargrek's vision finally stopped spinning and his body regained feeling once more. A searing pain burned throughout his head, causing the man to grab and groan once more. He took a few moments to look around and regain his senses. His vision finally came into focus.

His helmet's radio buzzed, "One of our birds just went down..." he heard a man on the other line state with a somewhat worried tone. "Repeat: One of our birds is down. I repeat-" The transmission suddenly went to static.

He took a moment to look at his squad as he let out a small groan "H-how is everyone doing? Anybody dead?" he questioned them, only getting a few groans of pain from Amy.

"Marcus and Erik are dead so is the pilot" Amy spoke out from his side, before letting out a sigh as she leaned her head back. "So much for them," she mumbled, a little bitter, she was rather close to both of them.

"And the droids?" he questioned again.

She let out another sigh as she looked at them "None of them made it through, too banged up for anything,"

Hargrek looked at his rifle to make sure it wasn't broken."Where's the other two?" He asked with a grim expression as he checked it.

Amy took out a pistol from one of her many holsters "I think Gregory and Aaron might've slingshot out of the ship," she spoke grimly.

He nodded at the info, sighed a bit in frustration, and began to move the debris around him before gunshots and shouting came from outside of the ship "Gregory! Aaron!" Hargrek called out loudly "You boys still alive out there!?" he shouted again as more gunshots rang out.

Gregory's voice came out a little broken from the radio as the man answered "Help Lt!" He cried out in a somewhat desperate tone as the gunfire continued to ring out.

Groaning to himself he and Amy grabbed the mangled metal door to the ship and pulled on it hard. It was a bit stubborn at first but soon came out of the wrecked craft, giving the pair access to the outside of the craft. Hargrek's eyes widened and his expression hardened when he saw Gregory prone on his back as he inched backward while firing his rifle. His armor had many cracks and gashes on it and it was clear he'd been wounded from the crash.

Flinching from the shoots a Beowolf let out a low growl, before lunging at him. But Hargrek and Amy didn't let him have that chance, each opening up on the beast, dropping it quickly with the combined fire from the two soldiers.

Gregory huffed before dropping to his back. Amy and Hargreke rushed to his side as he began to cough. Hargrek's hand came down on his chest and his other pressed onto Gregory's headpiece as he tried to calm his squad member. "Greg! Talk to me!"

Amy quickly got to work patching up Gregory's wounds as best as she could "Thought you said we weren't gonna fight any Grimm..." he spoke out in a tired but joke-like voice as he looked at Hargrek and Amy, letting out a small laugh as the two gave him a frown.

"Nice to see you haven't lost your sense of humor, private." Hargrek commented with a smirk on his face as Amy began to finish up with the medical aid she was giving Gregory.

"Not today Greg," Amy said with a small smile on her face before helping Gregory up off the ground and to his feet, slinging his arm over her shoulder.

With smoke and fire starting to build up around the trio as more of the crashed Atlesian ship began to ignite, Hargrek pressed his hand to the side of his helmet. "This is Lt. Hargrek to any available units!" He spoke out to the radio, waiting to hear a reply from the other line, "We're down and pinned. If anyone's near our position, send some assistance."

His words were only answered by silence on the radio, leaving the lieutenant to sigh a bit, "So much for reinforcements," he spoke with a shake of his head before growls and howls began to sound in the distance, growing louder and louder, causing the trio of survivors try and see through the thick smoke, but failing due to the heavy veil.

"They're surrounding us..." Amy muttered as she tightened her grip on her rifle, Hargreke nodding in agreement to her statement.

Gregory shifted himself out of Amy's hold before standing up on his own, grabbing his rifle once more before the three of them heard gunshots coming from within the smoke. Hargreke frowned as he turned to look in the direction the sound of gunfire had come from "Those are Atlas guns firing"

"Aaron maybe?" Amy offered, glancing in his direction for a brief moment before looking back towards the smoke, as Hargreke looked at her in agreement with that notion. "Aaron!" Gregory called out in an attempt to reach their comrade, "That you out there!?"

The gunfire grew more fierce from within the smoke accompanied by growls from beowolves, and monstrous screams of creatures neither of them had heard of before. It was an unholy orchestra of horror.

Amy bit her lip, "Another squad...?" she asked no one in particular, still wanting an answer as the gunfire, growls, and roars grew louder, closer to their position.

Then it all suddenly came to an end as silence took over once again, with the thick veil of smoke surrounding the trio. Amy tightened her grip on her weapon, readying for a fight.

From within the smoke, the three of them saw something moving around, "Aaron...?" Gregory questioned aloud with a hopeful tone in his voice, readying his rifle for a possible attack.

From the cloak of haze, Atlesian white armor appeared before them, causing the trio to smile with relief at the sight, only to drop immediately at the rest of the sight. Hargreke let out a disgusted noise from his throat at what he saw. It was indeed Aaron. But he had changed, so much so he almost couldn't recognize him. The man's face was pale with veins of sickly brown pulsating on it, his armor dented and torn with various rips on the exposed parts of the soldier's body. One arm held an atlas rifle loosely at the man's side, and the other had morphed and deformed, resembling a mix of flesh and bone, a clawed hand. Aaron let out a guttural growl, his face twisted into that of anger, or was it pain? It was hard to tell as he staggered towards them.

A mix of other grotesque beings began to emerge from the veil of smoke, following suit behind the now-deformed Aaron. "...What the hell...is this...?" Gregory spoke out in shock and horror, at the sight of the once Atlesian soldier who was now some form of deformed monster.

Aaron growled out loudly and the horde behind him mimicked the noise, charging forward at them. "Open fire!" Hargreke commanded, he, Amy, and Gregory all opened up on Aaron and the deformed monsters. Aaron roared and thrashed about as his body was filled with bullet holes, before collapsing onto the ground.

Gregory grits his teeth and shifts his aim towards the creatures, gunning down the creatures with a mixture of fear and anger, before suddenly screaming as a small spider-looking creature shoots from a small horde, embedding itself in the man's face. "Gregory!" Amy yelled out in panic, rushing to his side before being slammed aside by one of the monsters as it emerged from the smoke and rammed into her with its head. "Ahhh!" She yelled in pain as she collided with a metal beam on the side of a ruined building.

The small spider-like creature screeched as it burrowed its way into Gregory's head, the man crying in pain, the poor man thrashing about on the ground in agony as he attempted to rip it from his face. Gregory's body suddenly seized and his body fell limp to the ground. His face still contorted into that of agony, he began to stir again, a sickening wet gurgling and raspy noise coming from him as his body rose once again. The spider-like creature now embedded in the right side of his face, its body pulsating and wriggling about.

Hargrek bit his lip as he went to Amy's side, "I need your help, Amy! I know you're hurt, but I can't do this by myself." His voice was firm and determined, though it still had an underlying hint of panic in it, "Can you still fight!?"

"What's happening to him?" Amy yelled out, trying her best to ignore her own pain. She pointed her gun at her fallen comrade. Her expression filled with sadness.

Hargrek let out a frustrated growl as he fired at more of the deformed monstrosities that began to encircle the two of them, "I don't know. But right now we need to survive." He yelled back to her, his grip tightening on his rifle as more and more of the deformed monstrosities surrounded the pair, cutting off all escape routes. "This is Snowman to any unit! We have wounded, and need immediate extraction. Please, anyone. Respond!" he cried out on the radio as the pair prepared for a fight they knew they couldn't win, as their number of bullets and ammo ran low.

Static on the radio was the only thing he received from the other side, "Damnit, this is Lt. Hargreke to any unit. We have wounded! We need assistance! Does anyone copy!? We're being overrun, I repeat we need help! Over,"

More static.

"Goddammit, fucking answer us!" He yelled out in anger, the stress and pressure finally getting to him. His eyes wide with shock as his radio continued to crackle, before going silent. The monsters that surrounded them continued their advance, their deformed forms approaching with sickening growls, their limbs contorting and deforming with every move they made.

Hargrek gritted his teeth in frustration as the clicking noise of empty ammo drums reached his ears, he cursed to himself and threw his rifle at the horde before readying his sidearm. He shot one of them in the face, killing it instantly before a group of three of these things tackled him to the ground. "Fuck off!" He shouted out at the creatures opening fire with his sidearm.

The bullets ripped through the flesh of the monstrosities, but more just took their places. Their twisted, deformed bodies blocked out his view, and soon he was buried underneath a mass of flesh. The last thing he saw before it covered him completely was Amy, as she screamed and shot her pistol at the monsters. Until they eventually overcame her too.

Hargreke and his team weren't special in that regard. The city and those within it were quickly falling to the alien monsters that plagued it. The creatures rampaging about, causing mayhem and destruction, spreading their infection. It was only a matter of time before the entire city was lost and with it Vale as a whole.

A trio of Atlesian drop ships flew low over the Emerald forest as they moved towards Beacon Academy's landing pad. Each aircraft flew in formation, engines whining as they slowly descended downwards.

Atlesian Knight-130s, soldiers, and medical personnel began to disembark as they touched down on the platform, all moving in formation towards the Academy. The knights were out in force, standing guard in small groups as they formed up, surrounding the platforms and waiting.

One dropship landed heavily as its engines roared, the back hatch slamming open with a bang, and out stormed Yang and Pyrrha who both carried Nora who vehemently struggled in their grip. Her cries of desperation echo in the air. "Let me go! We have to go back for Ren!" she screamed.

Pyrrha's voice was barely audible, her words filled with the pain of losing a friend. "I'm sorry, Nora," she croaked. "There's nothing we can do." The redhead turned to watch Jaune as he stepped off the dropship, a distant look in his eyes. "Jaune, we need your help here," Pyrrha called out to him, her voice weak.

Nora's voice rose in desperation as her struggles to get free became even more desperate, "Let go of me!" she cried out in pain as she twisted her body in Yang's arms, her struggles making the two Huntresses stumble. "Ren's still alive! I know it, we have to go back and get him!"

Jaune looked up at her, his face twisted in sorrow. His gaze went to the red-haired woman, who was crying, tears rolling down her cheeks, as her arms were locked under Nora's shoulder blades. He sighed, and slowly made his way over to them, trying his best to help them hold the distraught Nora.

Blake with Weiss' arm over her shoulders, helped the shaken heiress step off the aircraft, Blake's face a mask of shock and fear while Weiss, a mixture of confusion and sadness, eyes glassy and unfocused. The two stumbled slightly before Blake caught them both, steadying themselves as they looked up and stared in shock as a swarm of Atlesian dropships descended from the clouds towards Beacon Academy, the sky full of them as they started to land around the grounds.

People poured from the aircraft, from civilians to soldiers, to Atlesian Knights, all disembarking the transports and moving towards the Academy.

They looked at each other before glancing at the Academy's entrance. They began to walk slowly towards the academy, passing the throng of Atlesian troops as they set up defenses, trying their best to keep a clear head after all that just happened to them, before stopping and watching as the pride of the Atlas Military an Atlesian airship hovered overhead.

Ruby slowly disembarked from the dropship as she watched its massive hulking form taking its place above Beacon. Her gaze turned back to the vessel, giving a measured smile to the trio of

fellow students that had accompanied them in the aircraft, she nodded slightly as she stood at attention, "You guys will be safe here. Don't worry, everything will be alright. I promise," Ruby stated to them.

Mercury, Emerald, and Cinder shared looks as they began to get off of the ship, all of them looking to their new 'friend' and nodding as they stepped onto the landing platform, Cinder speaking up in an attempt to play her role. "Thank you," she said with a small smile. "We'll see you around."

Ruby's gaze remained on Cinder, giving the girl a slight smile, before going to catch up to her team that was already moving towards the Academy.

'Such a naïve little girl.' Cinder thought to herself as she watched Ruby move towards the redhead who seemed to be in an argument with the orange-haired girl who had been dragged away kicking and screaming by the others from the fight against those...things...whatever they were that had emerged from the crash Bullhead.

Watching her move away with the others Cinder nodded towards Emerald and Mercury, "Come along you two."

Following behind Mercury stopped realizing that Emerald wasn't following, turning back to his teammate he found her staring with a far-off look on her face at the dropships that continued to touch down.

"Uh...hello Em?" Mercury called out as he waved a hand in front of his teammate's face. "Come in Em?"

Blinking rapidly, Emerald's eyes fluttered open and she glanced over to the boy, her lips drawing into a small scowl at his smug grin as he looked at her, "What?"

Mercury just shook his head. "We've got a job to do," he replied simply, as he continued to stare at her, watching her gaze dart to the ships again as a Bullhead passed them by overhead.

Emerald narrowed her eyes and pursed her lips slightly in annoyance. "I heard you," she growled before she followed behind her partner towards the main entrance of the academy. "You're insufferable sometimes," she mumbled as she walked.

Mercury just shrugged in reply and turned towards Cinder as he and Emerald followed their leader into the main lobby of Beacon Academy, "So...what do we do now?" Mercury asked.

"We keep our heads down," Cinder stated firmly, keeping her eyes focused straight ahead, and her expression neutral, "We need to lay low while the Grimm continue to rampage through the city," Cinder stated.

"And those things...I don't remember them being part of the plan, Cinder." Emerald muttered in reply.

Cinder let out a small chuckle at that, her eyes narrowed as her gaze flitted around the lobby, "Plans can always change, Emerald."

The two remained quiet, letting the conversation end, Mercury took his position on the opposite side of Cinder as he and Emerald followed her in their line towards the academy.

"No!No! Ren's alive!" Nora shouted in anguish as she fought against the two Huntresses. She turned around in Yang's grasp and pushed against her. "Ren's not dead!"

"...Nora, please!" Yang pleaded. She wasn't sure what to do anymore. The orange-haired girl kept struggling and yelling, her words getting louder and more frantic as she continued, "I know that he was important to you. But..." the brawler paused as she took a deep breath before continuing, "Please don't make this harder for everyone here! There's nothing we can do!" Yang shouted.

Nora just looked at her with a wild expression, her eyes wide as tears rolled down her face. She took a few ragged breaths before speaking again in a pained voice, her voice cracking with emotion "We can do something! He's alive! We just need to get to him!" Nora exclaimed, her voice shaking with despair as she spoke.

Jaune taking Yang's place began to hold her as Yang released the distraught Nora, "I'm sorry, Nora..." he said to her quietly, the look on his face full of sympathy as he tried to keep hold of her.

Pyrrha turned to Ruby and her team who watched on silently as she spoke, "We'll...take Nora to the infirmary," Pyrrha said. "It's been a long day...Jaune, come on," the redhead continued as she and her team leader took Nora down towards the infirmary with her struggling as they did so.

Yang watched as the trio turned a corner, disappearing from sight. Her gaze shifted over towards her sister. Ruby stood there in silence, her silver eyes staring off into space, and the look of despair that was in them broke the Blonde Brawler's heart.

A bark came from the crowd of students and Ruby snapped back to reality. Her attention turning to her right turned towards the noise to find her little corgi companion bounding towards them. "Zwei!? You're ok!" Ruby exclaimed, dropping to one knee as Zwei reached them and she began to shower him with affection.

"It's good to see you all made it out of the city." came the voice of , as he approached the team, the group all looking at him.

Yang took a step forward, "You made it out, too. That's great..." her voice trailed off slightly as her mind drifted to Nora and what had just happened with the girl. "Have you heard any news?"

Oobleck sighed, his brow furrowed slightly as he stared at Yang. "The situation in the City has...devolved. I can say with certainty that it's gone to hell in a handbasket..." the Doctor stated with a solemn tone as he gazed around the group before continuing.

"...Classes have been canceled and Beacon is now serving as an emergency shelter." He glanced at each one of the team before he continued his explanation, "It will serve as a sanctuary for as long as we need it. This will be a very difficult time for all of us," Oobleck explained to them, his tone grave as he spoke.

"...This is...all so terrible," Weiss whispered. "And Ren..." she shook her head slowly, as tears rolled down her cheeks, and a shudder passed through her body as she stared at her hands. She had seen Ren get dragged by those...creatures. After pushing Nora out of the way. But...it all felt so distant now, almost unreal. She could hear herself speaking, but she didn't feel like herself when she did. " ? Could you...would you tell us what exactly those...things were that attacked us in the city?" she asked in a small voice.

sighed, his expression troubled, his hands clenched tightly into fists by his side. "...We don't know what they were...and that's what worries us," he told them solemnly as his gaze swept over each of them.

"For now, try your best to settle down here, it will be some time before everything settles down again, so take a breath. And let your body rest." he finished with a small nod.

Yang let out a shaky breath. "Right...let's all try to settle down." she looked towards Weiss as she spoke to them "...I'm sure there are some free beds somewhere...maybe we can get some rest before they make us work," she stated, trying her best to keep her voice strong as she spoke.

"We've already lost someone, Yang," Blake muttered. She took a deep breath before letting it out slowly, her voice strained, as she continued, "We... we shouldn't even be thinking about rest right now."

"No," came Ruby's voice, quiet and filled with emotion. She turned towards the rest of her team. "I know we're all feeling hurt, but we need to stay calm. We... We need to keep ourselves in one piece. We need to hold ourselves together so that we can get through this and keep everyone safe..." Ruby told them quietly, her voice shaky as she spoke. Her gaze went to each of them. Her words were filled with determination.

Her eyes flit between Blake, Weiss, and Yang before she turns to Zwei and picks him up "...Let's get going..."

She moved past her team and continued towards the main entrance to the Academy.

"...Yang, is Ruby gonna be alright?" Blake asked Yang, worry in her voice as she looked at the Blonde, who seemed lost in her own thoughts as she gazed at her younger sister's back, as she walked away. "Yang?"

"What?" Yang looked up with wide eyes, surprised by the sudden question.

Blake bit her lower lip for a second before repeating herself, "Will Ruby be alright?" she asked again, looking to her leader as she walked ahead. "She seems...well, I think she's putting up a good front right now." Blake's voice dropped as she continued speaking, "I mean, I can see it...she's doing a pretty good job keeping it together right now, but...I don't want her to think she has to act strong all the time, you know? It's...not healthy." Blake looked down at her hands. "...We...lost Ren and it was...horrific to watch...I just hope that...Ruby is okay after all this. It can't be easy for her either."

Yang nodded, looking at the rest of her teammates, and then turning back to where her little sister was headed. Her expression darkened as she began walking forward towards Ruby. "Yeah..." Yang agreed. Her voice trailed off for a moment as her eyes scanned around, watching the soldiers that stood guard as civilians came to Beacon Academy to take shelter. The blonde let out a sigh as she continued moving, "Come on. We should go too..." she stated quietly as they followed after the girl.

As the group of four began walking, a thought crossed Yang's mind, a dark and haunting one, that left her heart filled with fear. What if Weiss had died today? Or Blake? Or even her own sister? The brawler stopped walking and her eyes began scanning her teammates. The thought scared her. She could handle it if anything ever happened to her. But she couldn't bear it if it had been anyone else. Not any of them. She couldn't handle losing any one of them.

Ozpin watched the various screens from the holo table within the CCT. Each displays information about the current happenings plaguing the City of Vale, twisted creatures that he had never seen before ravaging and terrorizing the populace. His eyes looked over each one in turn, observing every gruesome scene they displayed, people being killed and devoured by the monstrosities, Hunters fighting with everything they had to defend the people from them. Atlesian soldiers formed barricades around various buildings, fighting for their lives just to give a sense of hope to those within their care, giving them a chance to get to the safety of the local huntsmen academy, Beacon.

His hands tightly grasped at the wooden cane in front of him as the gruesome sight continued. His teeth grinding as his face hardened with his brow furrowing, the events were unlike anything he had seen before in his very long life.

"What in the name of the brothers..." he murmured to himself as he looked at the chaos unfolding through the holo-table screens.

"Ozpin..." The holo-filtered voice of James Ironwood broke his attention from the screens in front of him. His face looked down to his scroll before his attention shifted towards the screen displaying the man in front of him. "What the hell is going on down there?"

The headmaster of Beacon was silent for a moment as he pondered the question before answering with a somber voice. "I'm not exactly sure..." he began slowly "Whatever they are, I've never seen creatures quite like them before..."

Ironwood's brow furrowed as he heard this, "Well twenty percent of the city's been overrun. If we don't get a handle on the situation soon then this might end up getting worse. A lot worse.." he continued grimly as Ozpin gave him a look. "I have half my forces down there as well as the local huntsmen. But the situation is only getting worse by the moment, with all the chaos down there the evacuation is becoming too risky."

The headmaster's eyes shifted from James to the screens again as he mulled over his next move. "...I haven't been able to contact the council..." he stated his eyes scanning the many screens.

"That's not a surprise... " James said, his tone somewhat annoyed. "whatever this is...originated at the heart of the city...They must have been the first ones hit." he paused for a moment as if to gather his thoughts on the situation before he began once more. "Which leaves you as the current head of the Vale council, which makes whatever decision you make here valid and official."

"..." The headmaster was silent once more as he pondered the implications of what Ironwood just told him, a sense of dread welling in his heart. He knew exactly what the general was telling him, as the highest official in Vale, the defense and protection of the kingdom was his to decide, the decision of life or death was placed at his feet. He gave one last look at the screens showing the carnage that was engulfing his city, taking a deep breath as he gave his order.

"...We cannot risk more innocent people to this threat, nor can we risk losing the city itself. I have seen what this enemy can do... and if allowed to remain in Vale, I fear we will not be able to defeat it..." His eyes then shifted from the screen to James as he continued his voice sounding grave and firm "I'll recall any of the local huntsmen who aren't actively in combat and have them help with the city-wide evacuation." He paused once more, "We need to get the people out of Vale and as far from the city as possible..."

James' brow furrowed further at the implications of what Ozpin had ordered "You want to abandon the city..."

"We don't have much of a choice in this James" He retorted in a calm but serious tone "We know nothing about this new enemy. For all we know the threat of them could spread throughout Vale. We must take every precaution in dealing with them... Even if that means leaving the city itself..."

The Atlesian general's face showed no emotion as he took in his ally's words "Very well... I will do everything in my power to get my forces to help with the evacuation." Ozpin nodded before turning his attention back to the holo screens.

"The Grimm won't stay away for long once they sense all that fear...I'm sure they're festering in the Emerald Forest right now, just waiting for that to happen." Ironwood replied grimly. "It won't be long until they start pouring into Vale"

"...Beacon as well. I'm afraid this isn't just affecting the City. With all these scared people it won't take long for them to reach our doors. It will become our duty to hold the Grimm back." Ozpin continued with a firm tone, a moment of silence fell over the two as they each went over their current situation. "...How much time do you think we have, James?" Ozpin asked somberly as he watched the screens.

"Until the city's completely overrun, at the rate that this is going it'll take about five to ten hours before they can fully engulf the city" The general answered before he let out a sigh of frustration. "This whole thing is a disaster...If I had known the situation would escalate so quickly then I would have brought my whole force with me."

Ozpin's eyes continued to watch the screen as he listened to his friend. His heart sank with each new casualty report that appeared before him. "We must not let our fear cloud our judgment..." Ozpin replied calmly. "If we panic, then the enemy has won. We must keep calm and stay vigilant. No matter what comes at us"

James' expression remained firm but his voice softened slightly. "I will keep your advice in mind, old friend." He replied before adding, "I will do what I can from my end...is it possible for me to set up shop at Beacon?"

Ozpin paused for a moment as he contemplated the question, his eyes still watching the screens before him "Of course." He responded finally as he looked at the man on the holo screen. "Your presence would be very welcome, James"

Ironwood's face relaxed slightly as he heard the words of his friend, a slight smile formed on his lips before he continued, his face showing a little bit of hope as he did "I will do what I can...Thank you" Ozpin nodded. The two continued their discussion about how they would coordinate their efforts, ironwood offering advice on the best way to help organize the evacuation of the city.

When it was over, Ironwood hung up leaving Ozpin to ponder the situation before him with Glynda approaching him soon after.

"Is there anything you would like to tell me about those things that are terrorizing our city?" Glynda asked bluntly, her eyes staring down at her headmaster, the scowl on her face only deepening as the man before her shook his head in reply. "So you don't know what they are...Or even why they are doing what they're doing"

The Headmaster of Beacon let out a small sigh in frustration before he replied, "I've never seen any creatures like them before Glynda...All we know is that they're very aggressive, infectious, and don't like the Grimm."

The woman gave the man before her an annoyed glare. "The Grimm aren't exactly here to stop them...they're here because they feel all that fear in the air. They'll attack those beasts and us no matter what. No matter the consequences..." The scowl on her face softened as she finished speaking. Her eyes showed a bit of sadness as she turned them toward the ground.

"I'm assuming the Vytal Festival will be canceled, right?" She asked hesitantly, Ozpin nodded solemnly. "We have children from other academies here, I think it's best if they go back to their home kingdoms"

Ozpin turned to look at the screens showing the chaos outside, "I agree... We don't need any more problems right now."

"...How long do we have?"

The Headmaster took a moment before he replied, his eyes still focused on the screens, "We'll evacuate the city within a day, hopefully with the combined efforts of Atlas, Vale's huntsmen, and Huntresses we can hold off the Grimm and whatever these... creatures are until we find out how to deal with them... We can't let this spread further"

"...Are you going to contact the other headmasters?"

Ozpin's eyes stayed fixated on the screens for a few seconds longer before he replied, "No, I don't believe we need to worry about them...not yet anyways."

"...And the rest of Vale?"

"The last thing we need is to panic the entire kingdom..."

Glynda looked down in frustration "But..." Ozpin held up his hand silencing the woman "More Grimm is the last thing we need right now..." Glynda didn't respond.

"Gather the remaining faculty and tell them what we discussed. Also, prepare the bullhead landing pads for Ironwood's forces. I want you to coordinate with him while I try to organize Vale's forces." The blonde professor nodded as Ozpin gave his order, she was about to walk off before the headmaster spoke up. "I believe this may be a long day, Glynda. We have a lot of work to do and a short time to do it..."

Glynda paused as she looked over her shoulder. "It can't get any worse can it?" she asked, her tone full of concern and worry.

The headmaster was silent as he watched the holo-screens once again, images of chaos and death played across them like a nightmare come to life."You and I both know it can." Ozpin said in a grim voice, his eyes remaining locked onto the screen in front of him.

The blonde professor frowned at his reply. She didn't answer back, instead turning to go to the Bullheads to prepare them for the Atlesians. As she did Ozpin couldn't help but wonder, if what

was happening now was just the start of a larger conflict, if those creatures that plagued their city would soon begin their advance throughout all of Remnant, or even the world at large. It wasn't something he wanted to consider, but he couldn't ignore it, he needed to prepare for the possibility of something worse coming their way, no matter how small or far-fetched the scenario. As he told Glynda

'It can always get worse...'

Consume. Spread. Consume. Spread. Consume. Both Humans...and Faunus

Wiping his blade clean Adam Taurus slowly lifted his sword up letting the tent's light glint off the freshly cleaned blade for a few seconds before slowly sheathing his weapon back into the scabbard at his side. The faunus had been waiting in the outskirts of the city for what had seemed like forever, a few of his men had gone with that fool Roman Torchwick, to bring about a breach to Vale's defenses and allow Grimm to pour into the city proper and cause chaos, but that was hours ago and there had been no word from his underlings.

Having to do the bidding of Cinder was beyond aggravating to Adam, but his organization needed the resources and Dust that Torchwick promised them. He had made a deal and he'd keep to his end, despite how much he'd prefer to slit the human scum's throat and take his resources.

Drumming his fingers along the handle of his sword the flap to the tent was pulled aside and a winged bat faunus who served under his command entered the room, Jenassa her name was, was one of his lieutenants who had helped organize his current group. "Adam...transports coming up the road from Vale,"

"They're back?" Adam asked in a monotone voice as he stood up grabbing the mask that lay on the table and securing it to his face as he followed her out of the tent, several other members of the White Fang joined him outside of the tent as he strode out.

The bull faunus paused to scan his surroundings before focusing back on his lieutenant. A faint smirk spread across Jenassa's lips, her eyes shining as she looked at the man. "Well you did send Barret out there to lead the men, that man doesn't exactly have the smarts to keep himself out of trouble..."

"...You've seen his combat skill, he can deal with whatever problems he runs into." The tall faunus retorted flatly, the smirk on his fellow faunus's face only seemed to grow more amused. "Whatever you say, Adam..."

The leader of the Vale branch of the White Fang said nothing, walking side by side out into the setting sun that hung above them in the sky, his ears perked up at the sound of engines and turning his attention towards the horizon he watched as two of Atlesian dropships slowly flew overhead, there'd been a lot of that recently, more than usual.

"What's the Atlesian military doing this far away from Vale?" one of the nearby White Fang asked curiously as they all watched the transports fly past overhead, his comrade's voice seemed to hold similar curiosity. Adam wasn't interested in it, however.

Passing by tents, and soldiers of the White Fang who milled around doing their tasks, the two moved towards the outer ring of their camp and to a group of guards who stood watch.

Surrounded by trees the group had made a good home base for now, close enough to Vale to conduct their raids but not close enough for authorities to be a nuisance. And far enough from any roads or main paths to be noticed by unwanted eyes, not that any would dare try to find them anyway, most people who knew what was good for them steered clear of their organization.

Moving up beside them, Jenassa turned her head and gazed out to the forest where she could just make out a few vehicles moving in their direction. Weaving through the trees, the armored trucks stopped a bit away from their camp, headlights full on as they shone into the camp.

The bat faunus beside Adam squinted as she shielded her eyes. "What's with the light show?" she asked as she glanced back to Adam, only to notice a frown on the faunus leader's face.

Adam narrowed his eyes behind his mask as the armored trucks just sat there, engines idling and the beams from their headlights bathing their camp in light. There were no signs of movement, no signs that anyone had disembarked from the transports.

"Adam..."

He held his hand up, signaling his lieutenant to be silent as he observed the vehicles. Adam narrowed his eyes, as the doors to the truck began to slowly open. His grip tightened around the hilt of his weapon.

Due to the glare of the headlights, it was hard for Adam to see what was going on, barely able to make out several shapes exiting the armored trucks, one of which looked to be a tall and bulky figure wielding a large chainsaw blade in his hands.

"Barret, you idiot..." Jenassa grumbled out under her breath as she took a step forward, "Can you turn the lights down!"

No reply came back, which made Jenassa scowl in irritation. "Do those idiots have any idea how hard it is to see with their headlights like that? Adam just let me handle this.."

She took a step forward, Adam's arm shooting out to stop her from going any further. "What are you doing Adam, those idiots are blindening everyone in camp," the bat faunus complained as she tried to pull away from his grip. Adam kept her from moving however, his arm remained firmly in place as his gaze was still fixed upon the trucks.

Something was off, something was very wrong...Adam could feel it. And the smell in the air...what was it? He couldn't put a finger on it…

"Adam? What are you-" Jenassa began as she tried to move around the man.

Adam grabbed her by the wrist, his grip firm but not enough to hurt. His eyes locked with hers through the mask before he turned them back to the armored trucks, the feeling of dread within his chest growing stronger as the moments went by. A low gurgling noise coming from somewhere that set his teeth on edge, like a primal instinct in his blood was telling him something was very wrong...

"Don't," he said, his voice firm, his eyes locked on the figure ahead. "Everyone," He said loudly, catching the attention of several members of the White Fang around them, all of whom looked towards him questionably. Gripping his sword's handle tight, Adam slowly drew his sword from its sheath, a deep gurgling growl sounding from within the forest ahead, and his muscles tensing in preparation.

"Prepare yourselves..." he warned.

Jenassa looked towards Adam, confused, before glancing at the trucks ahead. The lights suddenly cut out, allowing the faunus's vision to return. Barret and those with him were now visible, twisted, and malformed. A guttural growl filled the air as Barret swung his weapon back, letting the roar of the chainsaw drown out all the noise around him. The White Fang in the camp tensing up in anticipation, and preparing their weapons.

The forest seemed to erupt into a frenzy of activity, figures of various shapes and sizes darting through the shadows towards the camp. Some on two legs, some on four and others crawling. Dozens at the most, maybe more...but their sheer number was unnerving, their strange alien cries even more so.

Barret roared as he charged at them, his chainsaw raised and ready to kill anything in front of him. Adam and the guards all took defensive positions. Some of them taking aim and firing at the incoming wave of monsters.

The creatures hissed, screamed, growled, and shrieked as bullets ripped through flesh and bone. Jenassa took flight and pulled out a whip, with a flick it straightened out into a bolt action rifle as she let off shot after shot with her wings propelling her upwards and away from the charging creatures.

"Hold the line!" Adam shouted to the guards behind him. The sound of their weapons firing alerted others within the camp as more armed members came running, joining the guards to reinforce them, firing their own weapons to keep the strange monsters at bay.

One of the guards beside him let off several bursts from his rifle before ducking behind his cover. He turned towards Adam, eyes wide with fear as he asked, "W-what are those things?"

Adam's response was short. "Dead." He snarled out, leaping over cover to charge headlong into the swarm of creatures with his sword held at ready. The beasts around him let out screams, snarls, growls, and gurgles as they attempted to swipe at him, trying to catch the Faunus between their razor-sharp claws and fangs. The Bull faunus lunged forward, slashing and stabbing the monsters closest to him with deadly precision, their screams filling the air.

His men did not have the same fighting skills, their training not nearly as refined, and it showed as the White Fang members found themselves overwhelmed by the sheer number of beasts swarming them, the creatures seemed to pay no heed to the bullets striking them, their blood splattering on the ground as they pressed onwards towards the guards and other White Fang.

Another guard, a wolf faunus who had been trying to hold her ground, let out a cry of pain as one of the beasts grabbed hold of her arm and dragged her to the ground. Several others of the monsters rushed to aid their brethren.

One of the wolf faunas's comrades charged in to aid her, his sword raised above his head ready to cut down her attacker. A tendril from another beast shot out wrapping itself around his arm, stopping him in place. More tendrils came flying out, wrapping around his limbs. A guttural hissing sound followed before the creature lunged at the man, sinking its fangs into him as he let out a scream of terror.

"Fuck! Fuck!" Jenassa yelled as she looked over the field and fired her weapon from the skies, hitting a number of the creatures with her Dust rounds. From her vantage point, she could see their men fighting a losing battle. As these abominations poured into their camp, "What the fuck are these things?!" She screamed, her eyes wide in horror as she watched them attack her friends and allies.

The bat Faunus turned her head and looked down towards Adam, he had cut his way through a group of creatures, making it towards where Barret was, who swung his chainsaw wildly into the crowd. Adam's eyes narrowed behind his mask as he moved quickly to finish him off. Barret seemed to notice him approaching and charged at Adam.

The former Barret snarled as he ran, chainsaw raised. Adam met the former White Fang member's attack, sword held at ready. As their blades clashed, sparks flew through the air from the force of metal striking metal. Barret roared out as he swung wildly.

Adam parried one attack then another, then blocked one more before slashing the monster across his chest. Barret roared again, and swung his blade downward, forcing Adam to block again, sparks flew off as he blocked. With a push Barret knocked Adam back, sliding across the ground before stopping himself.

Adam looked around the area around him. Many of the White Fang guards lay on the ground motionless, some being pulled away by the strange monsters. While others still struggled, desperately trying to fend off the horde, and failing.

They were losing the fight, he could feel it...the numbers they were facing were just too overwhelming. Barret charged at Adam again, roaring and swinging his chainsaw wildly.

Sheathing his sword Adam charged his semblance, he wouldn't die here. Not when he hadn't done enough...not when his dream of freedom and equality still remained just beyond his reach. Barret leaped in the air towards him, roaring out as he did, chainsaw held out in front of him as he brought it down hard, aiming for the Bull faunus' skull.

Adam roared in kind, and a crimson energy erupted from his body in a great wave. Unleashing the power of his semblance, the forest was bathed in a brilliant red light, as monstrous hunger met masked fury.

Consume. Spread. Consume. Spread. Consume. Spread. Vale and beyond..

With a start Taiyang Xiao Long shot up in his recliner, his chest rising and falling rapidly as his breathing was short. His eyes were wide as they scanned around him. The living room around him looked no different, nothing was broken or on fire. He looked down to see he was holding his beer can in a death grip, the contents splashing onto his leg as he did.

A knock at the door broke him from his trance and he blinked a couple of times, the feeling of his heart racing in his chest still there but lessening slowly. He swallowed hard and sat back down, setting the beer can down on the coffee table beside his leg and sighing heavily as he did so.

Rubbing the sleep out of his eyes he shook his head trying to shake off whatever he had dreamed. Taiyang was silent as he heard his door knock again, louder this time, "I'm coming I'm coming," he called out to whoever was on the other side, still groggy as he moved toward the front door and opened it.

"...Kris?"

Standing in his doorway was his neighbor from down the road, a woman with blonde hair that went past her shoulders and down to her lower back. She was wearing a plain green tank top and jean shorts, along with brown cowgirl boots, a brown belt around her waist with a silver buckle, and brown fingerless gloves that covered most of her forearms.

She was breathing hard as if she had run to get there, her skin was covered in a sheen of sweat and her hair was disheveled, looking like a wild animal had crawled through it. Her bright green eyes were wide and fearful, pupils dilated as she stared at the man in the doorway, and her body shaking slightly as if she was about to faint.

"...T-Tai..." Kris' voice cracked slightly as she spoke, the sound of panic laced in her tone, and she was visibly trembling as she looked over Tai's form."Something's... something..." She stumbled back a couple steps as her body shuddered, the man caught her before she fell backward and kept her standing.

"Kris, what's going on? Why are you so freaked out?"

"The animals at my farm Tai...the animals, the chickens, the pigs...everything just freaked out" her voice shaking as she spoke, "They ran around screaming...like something was scaring them half to death" Kris swallowed hard and glanced down the road, Taiyang's eyes followed and saw that Kris' car was parked on the side of the road. "Mark thought it might've been a Grimm, so he took a couple of the boys to check the woods." She turned back to face him again, "And then..." she trailed off, eyes wide in shock as they stared at the house behind Tai. "And then he came back screaming, blood pouring down his chest and neck...Said to go get help."

"...Mark..." The man whispered as he followed her gaze, a frown on his face. "Shit.." he muttered before turning around.

"Wait...what are you..." Kris stammered out as she followed the man into his house, the smell of alcohol hitting her nose as she stepped inside the living room.

"I'll help Mark," the blond man replied, walking past the living room into the hallway. "You wait here until I get back," He said as he disappeared from Kris' sight, his footsteps fading quickly as he ran further down the hallway, presumably to his room.

Kris stood awkwardly in the living room for several minutes, unsure of what she should be doing while waiting. After a while Taiyang's bedroom door opened with a creak, a few moments later the blond man emerged carrying a large bag full of medical supplies, and wearing a large gauntlet around his forearm with a spike on it. "I'm gonna go find Mark, can you lock the front door after I leave?"

Kris nodded.

"Stay here, lock the doors, keep a lookout." The blond man turned to look out the window next to the door.

"...Alright...okay...you'll be alright?" The blonde woman asked tentatively as Taiyang turned back to her and nodded reassuringly, before giving his pilebunker gauntlet a firm shake and sliding his left arm into it, making sure that the mechanism that would activate the spike on it was working properly.

Taiyang let out a deep sigh. "I'll be back." He turned around and walked out of the house, Kris closing the door behind him, locking it tight. She watched as her neighbor jogged down the road and around the corner, out of sight, his footsteps slowly fading into the distance.

"Good luck, Tai." She muttered to herself, hoping that the man would make it back to his home safely.

Taiyang reached Mark's farm after about eight minutes of running at full speed, slowing down only slightly once he lumbered through the fields toward the house. The entire area was completely silent save for the wind rustling the corn stalks and a few insects that buzzed about as if they were the only living thing on the land.

Reaching the farmhouse he slowed down even more, scanning the area for anything amiss as he walked. When nothing was seen, the blond man relaxed slightly as he made his way to the door and knocked on it several times. No response.

"Mark!" twisting the knob, Taiyang pushed open the door and looked inside. A wave of dread hit him, the place looked like it had been ransacked. Everything in it was turned upside down or broken in some way. Furniture was overturned, windows broken, paintings knocked down from the wall, bookshelves toppled over onto themselves and all sorts of items lying scattered throughout the room, as if they'd been tossed about.

"MARK!" the blond man yelled again as he walked into the house further, the feeling of dread growing even more. Something wasn't right here. As he made his way past the kitchen area he saw Mark, standing there motionless, now twisted into some unrecognizable form.

Barbs, spines, tentacles, and other bizarre protrusions covered every inch of its skin. The monster looked up as Taiyang entered, and let out a snarl, lunging towards him with surprising speed and knocking him off his feet, knocking the wind out of him in the process. The two rolled on the floor struggling for a moment until Taiyang got on top and pushed Mark away.

"What happened?!" he screamed as Mark pulled himself away from the blond man and lunged once again, claws swiping at his chest and legs. Aura protected the man as he kicked out his right leg knocking Mark back to the floor with a loud thud, a guttural snarl leaving his lips as he tried to get up once again.

Taiyang stood up and pulled out the spike, arming the pile bunker, the device whirring to life as he pointed it at the twisted man. Mark growled in response as Taiyang pointed the pile bunker at his chest and pushed forward, the weapon firing forward with a loud click. The spike embedded itself deep in Mark's torso.

The creature's back was ripped open by the blow as it howled in pain, falling to the ground with a loud thud.

Taiyang let out a small breath as he retracted his pile bunker's spike and let the weapon revert back into its gauntlet form before examining what used to be his neighbor. He shook his head slowly as he stepped over the now unmoving creature to grab his bag, looking it over and feeling his gut wrench at the sight before him. "Mark..." he mumbled to himself. He wasn't sure how, or even what had happened to him. But whatever it was, it wasn't good...and if something like this could happen to one person then...

"Shit.." the blond man mumbled under his breath as he grabbed his medical bag, glancing at Mark's now twisted and disfigured corpse once again before running outside the sound of

monstrous snarls halting him. The blond man turned his head towards the barn to see a strange creature charging towards him from the building. It looked like a cow but like Mark, it too was mutated and twisted into some sort of monstrous being, its entire body was covered in strange growths and spikes that protruded from its body, some were even attached to its face making it look like it had some kind of helmet. The thing charged him with its horns ready, roaring loudly. Taiyang readied his stance as it neared him, but no action was required. The mutant creature let out another loud roar as a figure jumped from a nearby tree and sliced it in half with a Scythe.

"...Qrow?" Taiyang asked as the dark-haired man landed on his feet with a loud thud, the scythe turning into its sword form.

The dark-haired man turned around and gave him a nod of acknowledgment before he looked over to where the creature's remains lay on the ground. "So that's what Oz meant..." he muttered as he bent down and picked up some of its remains, "Freakin' gross..."

"Qrow," the blond man said again, grabbing the older man's attention. "What's going on? What the hell is that?"

"Don't know. But whatever it is, it ain't good. Ozpin made the call for all active huntsmen in Vale to converge on the city to handle whatever this thing is. I decided to swing by your place on the way, figured I'd at least check on you, But then I heard a scream so I thought I should probably come take a look. Looks like I came at a bad time though..." He shrugged and gestured down the road in the direction Taiyang had come.

"Huh?'' Following Qrow's hand the blond man saw Kris' lifeless body slumped against one of the wooden fence posts. "...No. No."

Qrow grimaced at the sight of it and sighed, "It happened so quickly man...I was too late..." the older man ran his fingers through his hair in frustration, "I was too late..."

Taiyang stared in shock at the sight of his dead neighbor, then the mutated monster lying in front of him."Why didn't she stay at my place..." the blond man mumbled under his breath.

Qrow turned and placed his hand on his friend's shoulder and gave it a comforting squeeze. "Don't beat yourself up over it, she probably thought she could do something..." his eyes widened as they landed on the barn door, "Uh...Tai..."

"...yeah?" Taiyang turned his attention back towards the barn. "...shit..."

Both men could see more of the strange creatures, all of them appearing to be cows, goats, and other farm animals. All of them twisted into some horrendous-looking version of their normal selves and made strange sounds, their heads moving up and down in an unsettling fashion.

The two men stared in shock as they watched more mutated animals move about. Some seemed to have limbs replaced with strange protrusions and appendages, some even had

spines growing out of their sides. The mutated animals looked toward the men, letting out a collective shriek as they charged at the two hunters.

"Well, it can't get worse than this," Taiyang stated dryly, he quickly unslung his gauntlet and loaded it.

A twitching gurgling sound caused the pair to look behind them and see the body of Kris shudder. A thick tentacle sprouted from her head as she started to rise, the sounds of bones snapping and popping filled the air as the mutated corpse twisted itself upright, the body changing as it stood up, bones snapping into a more monstrous shape and flesh turning an odd sickly brown color as it stretched to form more appendages and strange protrusions.

"Dammit Tai..." Qrow mumbled out as the creature screamed. "...You should know, It always gets worse..."

Weiss gazed up into the night sky of Beacon, Bullheads and Atlas dropships filled the sky above as they landed on the various platforms scattered across the school, civilians pouring from their transports in droves and filling the landing pads to the point that there were dozens of them cramming themselves into the limited space on each. It was utter chaos, as people fought their way past each other trying to make it into the Academy's safety.

"They just keep coming..." The Schnee heiress noted as she stood next to Blake who stood at attention at a balcony railing overlooking the campus and the Emerald forest beyond, a look of concern etched on her features as she watched the large crowds of people flood the landing pads, all of them desperate to make it to the relative safety that was inside the school walls. "All these people...what is that we're dealing with?"

Blake shrugged, her ears twitching under her bow in response, "I don't know..." She trailed off, a worried look crossing her features.

"Hey, you two." Yang's voice interrupted them. Turning her head, Blake saw the blond standing at the door leading to the stairwell, Ruby with Zwei at her side. Cold drinks in both her hands. "I got you some iced coffee," the blond offered with a small smile.

The dark-haired Faunus returned the gesture as she took the offered beverage from the blonde's outstretched hand.

The Schnee heiress gave Yang an appreciative look, "Thank you." She took her own drink and drank it slowly as she leaned against the balcony railing. She watched as Bullheads continued to fill the sky as they approached the school, one after the other in a seemingly endless stream of transport aircraft, and just like all of the previous ones that came before them they would drop their payload before lifting back off again and making way for the next.

"...Still no news about what happened at Vale?" Ruby asked hesitantly as she came over and leaned on the railing next to Blake. "The professors haven't said anything?"

The cat Faunus shook her head and let out a small sigh as she answered. "Nothing so far..."

"They must know something by now, right? Surely Ozpin must have some idea of what we're dealing with," Weiss reasoned out loud, earning nods of agreement from Yang and Ruby. "I just hope this whole situation gets sorted out soon..." she trailed off as she stared down into the crowd below, watching the masses as they flooded in.

Yang gave an audible sigh as she gazed off into the distance. "I just wish they would let us out of the building, this is killing me being stuck here." The blond girl huffed out, causing the rest of her teammates to chuckle at the blond's plight.

"They just want to keep everyone safe," Weiss noted as she turned back to her teammate.

The blond rolled her eyes at her remark and sighed loudly. "I know that, but seriously..." She crossed her arms over her chest, a frustrated look on her face. "We're training to become hunters and huntresses, but they won't let us do our job!" She scowled, her eyes flashing red for a second as her emotions flared up. "And that's the problem."

Blake reached over and rested her hand on the girl's shoulder, giving her a comforting pat on the arm. "Calm down. Training or not, we're just kids Yang."

"By like a year at most," Yang huffed as she ran her fingers through her hair, a frustrated expression on her face.

Blake nodded slightly before glancing back at her scroll, checking it for messages before sliding it away and focusing back on the blonde."Let's head back down to our dorms, maybe Jaune and Pyrrha are back by now." She offered and Yang gave another nod, taking a last look at the mass of people flooding into Beacon before they all started back down towards their rooms.

It didn't take them long to make it back to their dorm rooms, though they did notice the amount of students milling about in the hallways, some were on the floors talking amongst themselves and a few were standing outside their doors. "Everyone's on edge," Yang observed, a frown etching onto her features as she noted all of the anxious-looking people walking by.

Ruby frowned as well but chose not to comment. "C'mon."

Making it to their dorm, Blake reached for the handle to open the door, only to be stopped by a voice from the hallway behind them.

"Blake! Wait up!" The girls all turned to see Sun and Neptune rushing towards them from the stairs, panting and slightly out of breath.

"Neptune! Sun!" Ruby called out happily, the boys gave her a quick wave as they reached them.

"Sup Ruby," the blond said as he leaned forward to rest his hands on his knees.

Neptune took a deep breath as he composed himself, his hand resting on Sun's shoulder to keep from falling over. But still finding the strength to wink in Weiss' direction, causing the girl to blush and avert her gaze, while Sun rolled his eyes at his friend's behavior.

The blonde took another breath before he looked at Blake with a worried look in his eyes. "Guess you guys didn't hear the news?"

The dark-haired girl tilted her head to one side questionably as she regarded the two boys before her, "Hear what? Do you mean the attacks on the city? Or those rumors that people were turned into monsters?" She asked with a frown, not quite understanding what it was they were asking her.

"No...Not that, well sort of but no.." The boy rubbed the back of his head awkwardly, his expression serious and worried, "They've canceled the Vytal festival. No more tournament."

Yang blinked, eyes wide in shock. "...What?"

Neptune nodded his head. "It's true." He reached into his pocket and pulled out his Scroll, showing them the latest headline from the Valean News Network."Any students who traveled from outside of Vale, are being sent home. We just got a call from Headmaster Lionheart, he said they'd send transport for us. First thing in the morning." The teal blue-haired boy explained as he shoved the Scroll back into his pocket. "I know it sucks but we don't have any other options really..."

Blake frowned, was the situation in the city so serious that the tournament would have to be canceled? Surely not...it was the largest international event held in Remnant. Not even a natural disaster had ever managed to shut it down completely. "Maybe this isn't as bad as we think." She hoped out loud, though from the grim looks on the boy's faces, she knew it wouldn't be true.

"No one has any idea what's going on Blake..." Neptune sighed heavily.

"They're keeping a lid on it." Sun finished as he glanced at the Schnee heiress, noting that the girl was unusually silent as she listened to their conversation.

Yang shook her head and leaned her back against the door frame. "This is bad," she muttered under her breath, crossing her arms over her chest as she considered all that was said.

Sun and Neptune gave nods of agreement to their fellow teammates.

Ruby let out a sigh as she went to Team JNPR's room, knocking on their door. "Guys?" There was no answer so she knocked again. Still nothing. "Jaune?"

The door opened a few inches, revealing the tall red-head in the doorway, her normally bright smile absent from her features, eyes red and puffy and cheeks damp with tears, her hands clutching the doorknob for support, "...Ruby?" She sniffled out softly. "I..I..." she trailed off, voice wavering as she looked towards the team leader of RWBY and blinked a few times.

"Pyrrha, would you and Jaune like to join us?" The dark-haired girl asked her tone soft, trying her best not to sound demanding, knowing that if Pyrrha needed space then she would give her that. "We're all pretty worried..." she said quietly as she looked back to her teammates, noticing Weiss and Yang were giving her a concerned look, both of them clearly wanting to check on their friend's mental state but holding back in favor of respecting their space.

Pyrrha nodded slowly. "Just give us a few minutes, I'll go get him..." she murmured as she wiped at her face and shut the door without waiting for a reply.

"Psst Blake, what's with Pyrrha?" Neptune asked as he leaned in and whispered to the faunus, his gaze darting to the door briefly, "And Jaune? We haven't seen either of them all day."

The cat faunus frowned at him, not liking his tone of voice but she did not get a chance to reply as Yang answered before she could even open her mouth. "Ren...um..." she swallowed hard as she forced out the next words. "He...didn't make it."

Neptune blinked rapidly in surprise at the blonde's answer, eyes widening in shock as the information sunk in. "...Shit..." the teal blue-haired boy murmured as his expression softened in sympathy. "That's..."

"Fucked up." Sun finished, earning nods of agreement from Blake and Neptune.

There was an awkward moment of silence that passed between all of them as the group tried to comprehend what the blond girl had said, eventually, it was Yang who broke the silence and changed the subject. "let's head inside. We'll leave the door open for the others." She stated as she unlocked the dorm and entered, Zwei followed close behind, followed by Ruby and Blake, with Weiss bringing up the rear, with Sun and Neptune.

Flopping down onto Blake's bed the blonde let out a long sigh, rubbing the back of her head with one hand. "Damn...this day's just been..." she trailed off and shrugged as she let out another heavy breath. "...Yikes." She murmured under her breath as she ran a hand through her long mane of golden hair, shaking out some of the knots in it as she did so.

The group of friends fell into silence, the atmosphere becoming increasingly uncomfortable with each passing second as none of them knew exactly how they should proceed or even where to begin regarding the conversation they'd been having before the moment of awkward silence that hung around the room.

The door to RWBY opened up again with a click as the tall redhead entered, with Jaune following closely behind, eyes still bloodshot and puffy as they both shuffled in, "Hi guys.." she said weakly, Jaune giving the team a half smile and a wave before both of them took a seat on Weiss' bed.

The blond teen sat quietly next to his teammate and did his best to keep from crying any more than he already had, knowing full well that everyone here had been hit just as hard as he had by Ren's death but he was trying his best to put on a strong front and keep it together. The last thing he wanted was to add more weight on the group's shoulders...but he was finding it incredibly difficult to do so at the moment, every time he thought of his deceased friend it sent waves of sorrow through his being as tears welled in his eyes.

Weiss eyed her friend worriedly and walked over, kneeling beside the blonde boy, "Jaune..we're...here for you," she whispered softly and placed a comforting hand on the blonde's shoulder. Jaune's body stiffened at the contact, causing the Schnee girl to recoil in shock. The blond man relaxed almost instantly though, realizing who it was that had touched him. "You know that right?" The white-haired girl added softly. "I'm so sorry..." she trailed off.

"...It's fine." The blonde boy replied as he wiped away at his eyes, sniffling quietly as he tried to calm himself.

"He was your teammate," the dark-haired Faunus murmured sadly, "...It's not fine."

Yang sat up on the bed and stared at the wall, her brows knitted together. "Yeah." She added quietly, "No one expects you to get over something like this." She reached up to run her fingers through her hair. "We've all been hit hard, but I know you two were close, so...let us know what we can do. Please." The blonde added in a gentle tone.

The two blondes shared a quick glance and a nod before Jaune cleared his throat and reached for Pyrrha's hand, giving it a light squeeze, "It's..." He hesitated a moment before continuing, "It's still really fresh. But we'll make it through." He said with a nod towards his friends. "And I really appreciate you guys being here...all of you..." He added, looking around the room and locking eyes with each of them one after another. "It means a lot."

Sun offered him a grin as he reached over to give his friend a pat on the shoulder, "We're friends bro, don't even think twice." He replied warmly as he looked towards Pyrrha and smiled warmly as well. The redhead nodded appreciatively.

There was a brief pause between all of them before Weiss broke the silence by clearing her throat."How's Nora holding up?"

The question made both Pyrrha and Jaune wince slightly. The former gave a heavy sigh before she replied, "...Not good...she's staying in the Infirmary tonight...I think the nurse will give her something to help her sleep." She stated quietly.

The dark-haired Faunus' ears drooped as she thought of her orange-haired teammate's grief, "...Poor Nora.." she breathed sadly. "Do you know what's wrong with her?" Blake inquired, a frown forming on her lips as she looked up from her book to her fellow students.

"...Shock?" Pyrrha responded. "It's still really hard to tell with Nora, especially with everything else that happened. I don't think she'll be the same as she used to be, that much I'm certain of." The redhead trailed off as her expression saddened further as she recalled her teammate's mental state.

Weiss strolled to the window and peered out of it, frowning. "What do you suppose we do?" She asked the group. "It's not like we're able to do much but sit around and wait for answers..." She stated as she stared out across campus at the torrent of dropships as they flew past, dozens more descending and departing every minute, ferrying the populace out of Vale and into Beacon as they tried to get the remaining civilians out of harm's way.

Ruby gripped Zewi's scruff as she petted the dog. "Weiss is right, there's nothing for us to do." The small reaper mumbled, the tone of her voice one of complete and utter hopelessness as she stared down at her feet dejectedly, her expression sullen as she felt utterly useless in this situation. "I hate feeling helpless...especially when all these people are suffering." She added in a quiet voice, barely above a whisper. "I just wish we could do more than stand here and wait..."

Neptune shrugged slightly as he sat down on Weiss' bed beside her and smiled, "Well we can start by staying positive," the teal-haired man said, "At least they got a lot of people out of Vale. Hopefully, there won't be any more casualties." He added as he looked out the window as another Atlas dropship passed overhead, his gaze drifting over to his teammates.

Sun followed his partner's gaze out of the window as he watched yet another transport fly overhead. "Yeah, well they won't be able to get everyone out before something goes wrong," he replied bitterly. He sighed deeply as he continued, "Whatever those things are out there...they're not going down without a fight...we can't be sure they'll stop just because some civilians got rescued." He added as he looked around the room.

Pyrrha bit her bottom lip, a sad expression etched on her features as she ran her hand over Jaune's back, rubbing it in slow, circular motions. "We don't know anything for sure. They could just be monsters, maybe Grimm or something else..." She said with a small sigh as she rested her forehead against her teammate's shoulder and closed her eyes, "We have to hold onto that hope, that's all we really have at this point." She added softly. "The least we can do is not give up on each other." The redhead finished.

Blake gave a curt nod, "True. We'll need to work together on this, no matter what happens next," she replied with a slight nod as she stood up from the floor and looked to the group, "We'll make it through this, that much I promise." She finished firmly as she held her head up high. "We may not be able to do anything right now, but when we do...I know we'll be ready for anything."

Weiss let out a huff twirling away from the window making her way to the door of the dorm room and opening it, "I need some air..." She mumbled out before she stepped into the hallway, letting the door slam shut behind her.

Blake shook her head slightly as she watched her teammate leave. She turned back towards the group, a concerned look etched onto her face.

Sun let out a long sigh before he glanced over towards Neptune, "Go with her Nep..."

The teal-haired man nodded getting up from Weiss' bed and headed out of the door.

Blake sighed as she leaned back against her desk and closed her eyes. She listened carefully, hearing the footsteps of her friends walking off down the hallways of the school as they slowly faded away until all she could hear was silence.

The cat faunus looked down at Zewi, who had laid down beside the small reaper's feet. His ears drooped down as he laid down. Blake sat on the floor, and leaned back against her bed, as she stared up at the ceiling and thought back to everything that had happened to them in the last twenty-four hours. She couldn't shake the feeling of dread that hung over the campus. As if the entire kingdom were holding its breath, waiting for something horrible to happen.

"Ozpin...they're learning...adapting. Whatever they are...they're becoming something worse." Ironwood noted, his face grim as he stared out across a holographic projection of Vale. "This is going to get a lot worse, if it's not stopped soon." The general said, a frown on his face.

"You truly think they've adapted this fast?" the white-haired man asked as he stroked his chin, "And if so...to what extent?" Ozpin inquired.

Ironwood took a long sip of his coffee before answering, "The reports coming from the field teams in Vale suggest that the creatures are growing increasingly more intelligent, almost sentient." The general frowned as he added. "Hour one of the initial encounter, reports show they were animalistic...honestly it was just their numbers that made them so dangerous. Hour two they showed signs of group tactics...ambushes, coordinated attacks...Hour three...well the reports were grim, we're starting to see signs of organized assaults on fortified locations. It's not good." The dark-haired man finished and took a deep breath, letting it out slowly before speaking again, "They're learning Oz, learning faster than we can deal with them. If it's not stopped..."

"Who knows what they'll do..." The headmaster of Beacon muttered in response, a grim expression etching onto his face as he spoke. "How much time do you think we have?" he inquired as he watched Ironwood shake his head slowly.

"It depends...the time keeps changing," he responded in a tired tone. "One hour ago it would have been by morning...but now? Well, now..." he trailed off before answering. "It could be anytime."

"Grim." The older man sighed as he rubbed his forehead.

Ironwood nodded slightly, his expression grave. "The fleet I had prepared for the Vytal Festival is on the way here as we speak. With them comes enough men to put down a small war." The general added as he ran a hand through his short black hair. "However..." The dark-haired man sighed heavily. "They won't arrive until late tomorrow."

Ozpin closed his eyes as he considered the news he'd been given, "Well...we must hold out until then." The white-haired man replied with a slight shrug of his shoulders, "Perhaps the Grimm will interfere in this." The headmaster suggested. "Hopefully their numbers will thin our foes."

"Maybe," Ironwood muttered as he eyed the hologram of Vale warily.

Scroll buzzing in Ozpin's pocket he retrieved it, noting a call from Qrow he answered it and placed the device to his ear, "Qrow, are you in the city?" he asked with a frown as the sound of gunfire rang out. "Qrow?"

"No time Oz," the dark-haired man answered with a grunt, the sound of a blade slicing flesh came through, "Things aren't going so great down here, Patch is swarming with these things."

Ozpin eyed one of James' assistants go up to the general with new information for him to review, as he adjusted the scroll closer to his ear, "Say again Qrow, I'm sorry but what?"

"You heard me, Patch is full of these things," Qrow responded as his weapon continued to slice.

Ozpin shook his head in confusion. These monstrosities were only in the city of Vale...at least he thought. "I see, can you make your way back to the school then? Or is it too late for that?" He asked quietly.

"Patch only has a handful of Bullheads...Taiyang and I are trying to evacuate people..." the scythe wielder answered between breaths.

"I'll send Glynda to your location," The white-haired headmaster stated firmly.

"No...not worth it," the scythe wielder panted out as his blade swung once again, "Not if she gets stuck too."

Ozpin closed his eyes as he sighed, "Just get back to Vale if you can...it'll be safer."

Ironwood cursed loudly as he looked up from the document he was reading, whatever news he received had made his eyes widen and his skin pale as he stared down at it in disbelief. "Oz...you won't believe this."

"Qrow I'm afraid I must go, a matter of some importance has come up..."

"Yeah...goodbye Ozpin." The scythe wielder breathed out before the scroll beeped and ended.

Turning his attention back to the General the headmaster raised a brow at the other man, "What is it, James?"

Ironwood punched a few numbers into the tabletop display in front of him and the image of the entire Vale Kingdom appeared before them. "It's not just here..." Ironwood stated as he pointed at the screen and zoomed in. "Look."

Villages near the mountains to the south, ones that would have been fairly remote were highlighted in red, "We got reports of attacks...same thing we're dealing with here...only they don't have the defense that the city has." Ironwood muttered out.

Ozpin took a deep breath and shook his head sadly as he considered the information before him, "Qrow unfortunately delivered some similar news...Patch is apparently swarmed as well. How did it get so bad so quickly?" He inquired, his expression grim as he eyed the various locations marked on the holographic map before him.

Ironwood ran a hand through his hair in frustration as he tried to comprehend just what was going on with these attacks and how exactly they'd gotten this bad. "...Seems the city wasn't the point of origin...it's everywhere, this thing has spread through the countryside faster than it took to take the city." The general murmured in response as he rubbed his forehead in thought, his eyes flitting back to the map. "Gods...all of Vale...the entire kingdom..."

The headmaster's face hardened at the thought of a horde of those creatures running rampant through the kingdom. "If that is true then...we must act immediately, if we wait too long there may not be anything left of us." He said firmly, his tone resolute as he gazed down at the map of Vale.

Ironwood gave a sharp nod of his head in agreement as he pulled out his Scroll, "I'll notify our allies and get them moving to-" The sound of a loud bang and the tower shaking caused both men to look to the floor as it rattled from an explosion below them.

Consume. Spread. Consume. Spread. Consume. Spread....

Ten minutes earlier.

"You didn't need to follow me, Neptune..." Weiss muttered in a low tone as she stormed down the empty halls of the school, her steps quick as she marched through the building, the sounds of dropships landing and departing overhead filling her ears.

"Snow Angel I'm worried about you." The teal-blue-haired man answered in an earnest tone of voice as he chased after the white-haired heiress. "It's not good for you to be out here on your own, especially not right now." The boy stated as he caught up with Weiss and took a place walking next to her.

"I'm fine!" The heiress snapped angrily as she continued her pace, not looking at the boy as she stomped away, "I'm not made of glass." Weiss grumbled under her breath.

"I didn't mean it that way, Weiss...I'm just saying..." The teal-haired man trailed off. "...Look can you stop for a minute and talk to me please?" The man pleaded with a hint of desperation in his voice, causing Weiss to sigh in annoyance as she stopped in her tracks, turning to face the boy who stood a few paces behind her.

"What?"

Neptune took a breath as he spoke. "We're all stressed and on edge...You've all just lost someone who meant a lot to all of you." The blue-haired boy began, his tone serious. "I just think you should talk about what you're feeling and what it means to you," Neptune suggested quietly. "Maybe I can help...maybe Sun...any of us. Please, Weiss?" He urged, his expression gentle as he reached for Weiss' shoulder and gripped it lightly.

Weiss sighed heavily, she closed her eyes as she let out a soft sigh of frustration and then opened them again to look back at the teal blue-haired man. "...What's the point of talking about it Neptune? We don't even know what to call...these things yet...and I've lost someone I care for," She murmured, her voice cracking slightly at the mention of her lost friend, her expression contorting slightly with anger. "I've lost someone I care about because..." the girl trailed off, not finishing the thought. "And there's nothing I can do to change it."

The boy's face softened at her words as he released her shoulder and reached for her hand instead. "It hurts Snow Angel," he acknowledged in a low tone, "I know it does, but if we talk it through together then it may be easier on us in the long run." Neptune explained with a sympathetic expression as he held her hand lightly, "Trust me, Weiss, it really will help...even if it feels like it's not at first." He stated sincerely, giving her hand a light squeeze.

"But that's not all though..." The girl began with a frown, "The Vytal festival canceled and all the other students from around the world going back home..." She paused for a second, swallowing hard as she forced out the last word, "What if I have to go too?" The heiress muttered, "I mean what if they tell me I need to return to Atlas and..." Weiss trailed off, her voice wavering slightly. "I just can't think of anything right now, not when there's so much going on," She mumbled sadly.

"You don't want to go home? After all of this?" The teal-haired man questioned with a confused tone in his voice as he regarded Weiss with a look of mild surprise at the suggestion, "I don't understand...what's the problem?"

"You wouldn't get it," The heiress muttered.

"Maybe I can't Snow Angel but if it's really bothering you then I'm willing to try," Neptune replied in earnest, "So please...I just want to understand..." he whispered quietly.

Weiss eyed her surroundings, with all that was going on the last thing she wanted to do was talk about her home life. Not when it felt like her life was about to be turned upside down, not when everything seemed like it was coming apart at the seams and her friends were all suffering.

A head of gray hair caught her eye from the courtyard below as she turned her head slightly to watch a lone figure sitting on the fountain. "Is that him?"

Neptune raised a brow curiously. "Him?"

"That boy," Weiss replied simply, not looking toward her friend as she watched the gray-haired boy sitting on the fountain.

The blue-haired boy squinted down below and gave a nod. "He looks familiar.."

Weiss frowned and let go of Neptune's hand, making her way to the nearest exit from the building. "I'm going to talk with him," she stated as she headed towards the staircase that led down to the courtyard below, the teal-haired man followed after her closely.

"You know that guy?" Neptune inquired with a tilt of his head, his expression curious as he walked along with the heiress, "How?"

"I've seen him around a few times before, a student from another school I think..." The girl explained, her tone hesitant as she recalled the last time she had seen the gray-haired boy. "He was in the Bullhead with us when we escaped the city..." the girl explained as she descended the stairs. "He was also there when...the Bullhead that crashed." Weiss swallowed hard. "When those things...when they attacked..."

"And you want to talk to him...because?" Neptune questioned.

The white-haired heiress was quiet as she considered her answer. "He helped Ruby when she got separated from the group...I guess I want to say thank you?" The girl guessed as she paused her stride at the bottom of the staircase. "I don't really know what I'm doing honestly..." She just wanted to avoid talking about herself and this boy, seemed as good a way to do so as any.

"Sounds good Snow Angel." Neptune answered with a grin, "Shall we?"

The girl nodded slightly and made her way over to the courtyard where the boy sat alone on the fountain, her companion following behind her as they walked across the grounds of the academy until they reached the edge of the fountain where the gray-haired boy sat. Weiss hesitated as she watched him quietly. He sat hunched over and leaning forward, arms folded in front of him as he stared at the stream of dropships coming in and out of the school as he rested against the lip of the fountain.

Weiss cleared her throat awkwardly as she stepped forward, trying to gain his attention. "Hello."

The boy lifted his gaze to look towards the voice and seemed to laugh to himself when he saw who it was, a small smirk crossing his lips, "Yeah...hi."

The Schnee heiress took another step closer to him, her gaze flitting between his eyes and the fountain before settling on his eyes, "My name's Weiss." The girl said as she extended a hand to introduce herself, "And this is my friend, Neptune," she added with a gesture towards the teal blue-haired man who gave the boy a slight nod in greeting.

"...Mercury." He responded after a brief pause as he looked back toward the girl before him, eyeing the hand she extended to him in an amused manner.

"It's nice to meet you, Mercury," the white-haired girl answered softly, her lips quirking into a half-smile. "I'm not bothering you, am I? I know things have been..."

Mercury cut her off, his tone amused as he shook his head and grinned slightly, "No...it's cool, princess," the boy responded with a wave of his hand dismissively, "I was just watching all this chaos," he explained with a gesture to the sky full of airships overhead and all the commotion that went along with it.

"...It's uh heiress actually," Weiss muttered out softly. "I don't use the title of princess." She stated firmly.

"Right right...so why're you down here then, little miss heiress?" The boy inquired as he tilted his head to the side curiously.

The Schnee heiress shook her head and looked away for a moment, "I just...well, I thought I'd come by and see how you were holding up..." she began quietly before trailing off. "It was very kind of you to help us in the city." Weiss stated with a slight nod as she regarded the boy before her, "Ruby especially."

Mercury shrugged, his expression bored as he turned to face the stream of Bullhead dropships, "Eh...I was just trying to make the right decision for the situation," he replied with a shrug, "...It wasn't anything heroic really," the boy explained nonchalantly.

Weiss frowned and raised a brow in response. "...Even if it was just a decision based on what you felt was right at that moment, you still did a good deed," she pointed out softly as she took a step closer to the fountain, "You didn't need to go out of your way to help Ruby like that...but you did, so...I guess what I'm saying is, I'm thankful for that," The white-haired girl stated simply, offering the boy a smile before turning her head to look up at the dropships once again. "So...thank you, Mercury." The girl added.

"Thanks?" the boy responded with an amused chuckle and shook his head as he stood up, brushing himself off lightly before glancing back at Weiss with an expression that she couldn't quite decipher.

There was silence between them as neither said anything for several seconds before Neptune finally cleared his throat and spoke. "Soooo...uh Mercury. Where are you from?" He inquired with a small smile.

The boy let out a laugh at that and looked back towards the sky. "Nowhere special," he answered simply as he watched the aircraft pass by overhead.

The white-haired heiress raised an eyebrow at the response and looked to Neptune briefly before returning her attention back towards the gray-haired boy. "Nothing special?" she questioned skeptically, her brows knitting together slightly in confusion as she spoke, "Why not share then?" The girl asked quietly. "I know everyone's got their stories to share...even if they are...well not that exciting," The white-haired girl explained awkwardly, her voice trailing off slightly.

Mercury rolled his eyes at her and let out another short laugh, "Cause I don't want to share mine, princess," he answered flatly, his expression changing into a scowl. "So stop asking questions, I'm not really in the mood." The boy stated bluntly as he crossed his arms in front of him, staring down at the Schnee girl with an irritated expression. "You done?" he questioned sharply.

The white-haired heiress took a deep breath as she bit back her frustration and replied, "Very well...I'm sorry Mercury," she stated sincerely, giving him an apologetic smile, "It wasn't my place to push." The girl explained softly.

Mercury narrowed his eyes at her in response. "No, it wasn't," he retorted curtly, his gaze narrowing even further as he eyed her. "Just stop being annoying...or go bother someone else...or whatever, princess."

"Hey man don't be rude..." Neptune spoke up as he moved forward to stand next to Weiss. "We're just trying to be friendly." He pointed out, frowning slightly. "What's with the hostility?" the blue-haired teen added with a confused tone as he stared down the gray-haired boy.

The gray-haired boy smirked back at him. "...Nothing," Mercury answered with a shrug as he eyed the pair with a look that screamed boredom before letting out another chuckle and looking away once again.

Weiss shook her head in disbelief at the boy's behavior. It wasn't a surprise given his attitude thus far but still, she felt offended at the boy's blatant rudeness, "Whatever..." The heiress stated bitterly, turning to head back inside with Neptune in tow, "Enjoy being a jerk..." The white-haired heiress added over her shoulder, a scowl forming on her lips as she began to walk away.

With all the dropships, it was nearly impossible to tell when one came and went from the landing zones of the academy, shadows falling across them as each flew by in rapid succession, one after another. So no one even batted an eye at the sound of a dropship flying low to the ground overhead. It was only after it crashed into the CTT Tower with a resounding boom did all eyes turned skyward, to watch a fireball erupt into the night sky as it sent shockwaves rippling across the entire campus, a sound akin to thunder ringing out for several miles.

The impact sent everyone, Weiss and Neptune included, to the ground as a cloud of dust and smoke was kicked up from the collision. Wreckage from the ship and tower falling down onto the courtyard, scattering into smaller pieces and striking the ground all around. The heiress raised herself up to her elbows and looked around frantically as debris rained down upon the courtyard.

"Holy shit!" The boy next to her yelled over the sound of debris crashing into the ground.

Mercury groaned loudly as he was sent to the ground. "Oh, you have got to be kidding me!" the boy complained as he rose from his hands and knees to survey the scene, looking towards where the CCT had stood previously with an annoyed expression on his face, "Princess, Goggles...you good?" he asked in a somewhat concerned tone, glancing back at Weiss and Neptune with a raised brow as he spoke.

"Y-Yeah we're okay...and I'm not a princess..." Weiss mumbled in response, still dazed from the sudden crash.

The gray-haired boy scoffed in response as he pushed himself off the ground and began making his way toward the debris-strewn courtyard, "Yeah you're fine...sure sounds like it," Mercury called back sarcastically.

Ignoring him, Weiss focused on Neptune next to her. "Neptune, you okay?"

"Y-yeah, just fine, Snow Angel...I'm good, how are you?" the boy answered shakily as he sat up.

"Good..." The heiress responded softly. Her eyes turned to the crash site, the tower now sporting a huge hole in the center of it where a dropship had been blasted through the center, flames burning inside the interior of the tower.

Mercury gave a low whistle as he walked closer to the crash, "...Well...shit," the gray-haired boy murmured to himself.

Atlas troops ran past them, civilians as well, some shouting out instructions, some running around frantically. Some carrying injured people towards the medical bays, while others stood around, dumbfounded as they tried to comprehend what they were seeing.

Reaching into her pocket Weiss retrieved her Scroll, breathing a sigh of relief at a signal. Despite the damage the tower had taken it seemed to still function enough to maintain at least a partial signal. "Thank goodness it still works," the heiress remarked as gazed back towards the tower and frowned at the destruction it had sustained.

Neptune dusted himself off as he got back to his feet and helped Weiss stand as well, "Yeah, me too..."

"Weiss! You okay?!" Ruby shouted, sprinting towards the three of them and coming to a skidding stop next to Weiss as she took hold of her friend's shoulders and looked her over for injuries. The rest of her friends close behind.

The heiress shook her head slightly to clear it. "I'm fine Ruby..." She assured the smaller girl before looking towards the others. "All of us are..."

The scythe wielder looked over Weiss once again to confirm and sighed in relief, "...Okay," the reaper muttered before looking towards the rest of her friends as well.

"What happened?" Yang asked breathlessly, her lilac eyes wide in shock as she looked around at the destruction.

Pyrrha's mouth was agape as she stared at the CTT in stunned silence, "Oh gods...did a ship really hit it?" She breathed out, eyes wide in horror as she watched the fire burn and debris fall upon the ground.

Weiss nodded numbly at her, her face pale as she spoke, "A-a dropship...yes..." She confirmed.

Jaune's eyes went wide with fear as he looked around and spotted a few Atlas soldiers carrying injured people, "I...oh gods...how many people are hurt?!" The blonde exclaimed.

Sun placed his hand on the blond's shoulder comfortingly as he answered, "...Probably more than you think." He whispered grimly, "...There were probably people in the tower Jaune." The blonde faunus noted somberly.

The blonde's face went even paler if possible, he glanced at Sun before looking away and back to the burning wreckage of the CCT.

Blake looked towards the burning debris, her cat ears pressed flat against her skull, "Did they lose control?" She inquired worriedly, "Was the ship damaged or something?" she continued as her golden eyes scanned the debris, her cat ears twitching at each sound she heard around them.

"We didn't see what happened..." Neptune spoke up quietly from beside the group.

As more and more people began to gather, more and more questions started to arise among the crowd. The group stood silent as they watched the burning tower. They could do nothing more than just watch.

Looking around the gathered people, Mercury began to step back from the crowd slowly, Cinder would want to know what was going on. As he made his way backward into the gathering crowd, he caught the sight of two Opzin and Ironwood exiting the tower and looking up towards the top of it with confused expressions as they walked out of the building.

"As if we didn't have enough problems already," Ironwood mumbled as they exited the tower, he spotted the crowd gathering and his brow furrowed at the sight of it. "Clear the crowd and get me the ID number of that Bullhead." The general commanded to one of his assistants as he glanced back up towards the crash site.

"Accident or not we were very close to losing a very important asset," Ozpin added gravely as he surveyed the crash site with a concerned expression on his face.

"Indeed..." The headmaster answered quietly, eyes narrowing in thought, "I get Gylnda to begin repairs, we're fortunate the damage wasn't worse," The white-haired headmaster noted as he stroked his beard and stared up towards the top of the CTT in deep contemplation, "Still...I think we need to begin informing the other Kingdoms...just in case..." the older man added, trailing off as he looked back towards Ironwood. "Things seem to be spiraling out of our control far faster than anticipated James."

"Doubtlessly..." The headmaster answered quietly, eyes narrowing in thought, "I get Gylnda to begin repairs, we're fortunate the damage wasn't worse," The white-haired headmaster noted as he stroked his beard and stared up towards the top of the CTT in deep contemplation, "Still...I think we need to begin informing the other Kingdoms...just in case..." the older man added, trailing off as he looked back towards Ironwood. "Things seem to be spiraling out of our control far faster than anticipated James."

Ironwood shook his head, a scowl crossing his face at the statement. "Yeah...I know," The General responded quietly."I just hope my men in the city can keep this situation contained for the time being, at least until reinforcements arrive." Ironwood noted in a grim tone.

Consume...Spread... Con...su me... Spr...ead...

Speeding onto an on-ramp an Atlesian armored truck roared through the night, racing along the freeway at full speed. Inside Adam Taurus gripped the wheel of the armored truck with a death grip, his eyes narrowing as he focused on the road before him.

"Are you sure you want to do this, Adam?" Jenassa questioned hesitantly. Adam ignored her, his gaze set upon the road ahead. The bat Faunus looked to Lana a deer Faunus and one of the only other survivors from the camp they were driving away from. She looked just as anxious as Jenassa but also scared as she kept glancing behind her to watch the burning and destroyed buildings as they sped past them.

"It's suicide," the bat girl noted softly.

"I don't care..." Adam murmured out. "It's our only option...if we just sit here and do nothing, we're all going to die," Adam stated in an even tone as he maintained his speed, the wind howling outside as they sped down the road at breakneck speeds.

"But stealing an Atlesian airship Adam...this is-"

"The only chance we've got of getting out of this," Adam retorted angrily. "So I don't care, if we can get that ship up and running...we can use it to get out of this city, out of Vale, and we won't ever have to look back." The man stated with an almost feverish conviction as he stared forward into the distance, the road illuminated by the headlights of the truck as it continued racing down the street, leaving the campsite in the dust as the three Faunus tried to make a desperate bid for survival.

"Guess the city didn't fair any better than we did..." the deer Faunus pointed out in a hushed voice as she peered through one of the truck's side windows, spotting several abandoned vehicles and destroyed buildings. The young girl shuddered and moved closer to the center of the vehicle, pulling her legs closer to her chest as she did so, her head downcast. "...it's hard to believe that Zombies are real." The deer Faunus spoke in a quiet tone. "...I'm just glad you were here Adam..." the girl added, looking back out of the window and shivering as she took in the scene around them.

"Pfft...Zombies." Jenassa scoffed loudly. "That's a stupid name..." The bat girl commented with an annoyed expression on her face as she looked back at her friend.

Lana shrugged her shoulders and looked back at the older woman, "I don't know, I think it fits them," the girl replied. "What would you call them?" The young girl inquired curiously.

"The enemy," The bat Faunus replied simply, "That's all we need to know them as," she added with a slight shrug. "They aren't even people anymore, they're just monsters."

Adam raised a brow in the rearview mirror at that, his expression amused, "Whatever they're called they'll die just like any other monster...just with more bullets," he added, "Atlesian military...the Grimm...they'll just be another obstacle to overcome before we reach our goal," the redhead explained, "All that matters is we keep going forward..."

"Right..." The bat girl responded quietly as she glanced out the window once again to watch the passing scenery fly by, a pained expression crossing her face briefly, her grip tightening on her weapon.

After several moments of silence, Jenassa pointed ahead towards the road in front of them and called out, "Look...is that...?" she trailed off.

Off the highway exit to their right and down into the city was a Megoliath, stomping through the streets towards the highway itself, causing cars to crumple underneath its massive weight as it lumbered forward. Its beady red eyes glowed ominously in the darkness of the night as it slowly walked towards the freeway, its steps slow but powerful.

However it wasn't left to its own devices, buildings on either side of the road opened fire at it. Machine guns, rocket launchers, whatever was available was being thrown at the Grimm beast. The monster howled and bellowed out in anger, shaking its massive head from side to side as it roared and stampeded down the road toward them.

"Atlas?... I thought they were busy evacuating the city...why the hell are they even trying to fight the Grimm?!" Jenassa growled as she gripped the armrest on her seat tightly, watching in disbelief as the beast roared again, its footsteps growing louder and more rapid.

"It isn't Atlas..." Adam noted grimly as he glanced down the road," I don't recall Atlesian troops having the guts to climb on top of Grimm..." the redhead noted with an edge in his voice.

There, scaling the sides of the massive Grimm as it stomped along were various infected abominations, clawing and stabbing their way up its side as the massive beast continued its path to the freeway.

"How many of them are there?" Jenassa gasped, her eyes wide with fright as she stared at the infected humans who climbed up the massive monster.

Down by the Megoliath's feet Beowovles and Boarbatusks jumped up to snap at the climbing infected, ripping several apart or causing them to fall. But for each one that fell several more would climb up. It seemed they would never stop in their relentless attack upon the Megoliath.

Adam watched as the beast let out another roar, this time more pained, as a large infected with a blade fused to its arm, stabbed deep into its leg as it began to climb up the creature's body, digging deeper with each step. The monster roared out again, bellowing in anger, stumbling to the side slightly as the infected human stabbed at it again. The beast swayed more dangerously than before, before slowly falling into the direction of the highway itself.

"Hold on!" Adam shouted as he swerved the armored vehicle to the right, narrowly missing a giant foot as the monster crashed onto the highway, collapsing the overpass entirely, sending Grimm and infected alike to the highway below as debris flew through the air.

Adam swerved again, avoiding the falling debris, swerving back to the right, and back to the left to dodge an Infected who landed in the middle of the road in front of them. "Fuck!" Adam swore loudly. "Fucking monsters..."

A roar from above caused everyone inside the armored vehicle to look up, as two infected landed onto the front of the truck. One being the same one who had taken down the Grimm Megoliath. The once young up-and-coming huntsmen Yatsuhashi Daichi. Now he was nothing but an infected beast who ripped and tore into the front of the vehicle, digging deep into the engine of the Atlesian truck. The vehicle veered to the left and began to skid and slide.

Another thump at Jenassa's passenger door drew the Bat Faunus' attention from the front of the truck as a Beowolf crashed against the armored glass, roaring at them as it tried to break in, its claws leaving scratches along the reinforced glass. The creature snarled and tried again and again as it repeatedly crashed against the armored vehicle with each attempt until finally, it spotted the two infected climbing onto the hood. With a roar of defiance, it leaped and tackled Yatsuhashi from the hood of the armored car. Falling onto the road, both rolled and fought as they clawed at each other's flesh.

Adam looked behind him to see the two fighting beasts, and with a roar he turned to watch as the remaining infected human crashed against his side door window with its barbed hand, scratching and clawing at it as it attempted to get in. Adam gripped the steering wheel tightly and turned his attention back to the road as the vehicle swerved again, slamming the vehicle into another infected creature that ran at them from the side. "Son of a bitch!" he yelled as bits and pieces of the Infected flew everywhere from the impact.

Continuing to bang against the door window, the creature tried desperately to reach Adam and tear him apart, failing. With a grunt of determination, Adam looked to his fellow Faunus in the vehicle, his gaze fierce, "Hold onto something!" Adam ordered them. Jenassa and Lana braced themselves for the worst.

With another grunt Adam jerked the steering wheel sharply to the side and slammed into the railing of the highway, scrapping the infected from the side of the vehicle, the sound of screeching metal and tearing flesh filling the air as it was grinded away from the truck and fell off the edge of the highway.

Free from the creature's attacks Adam regained control of the truck once more. As the vehicle regained stability he began to push the truck's accelerator once again, pushing forward along the highway towards their goal.

Rising to his feet the infected Yatsuhashi watched the speeding Atlesian armored truck drive away from him as he turned to regard the struggling Beowolf in his grasp, it snarled and tried to break free from its captor, biting and tearing at it as it thrashed and struggled. With an effortless motion, the large Infected snapped the beast's neck and dropped the creature to the ground. It watched as the Grimm disintegrated into a pile of ash before its eyes before turning and starting down the highway towards the Atlesian vehicle, around him more and more infected climbed up onto the freeway as the last remnants of Grimm disintegrated into the night. With a grunt and a roar, he ran down the road with his infected brethren, giving chase to the vehicle.

Captain Tarron groaned loudly, as the Atlesian gunships flew overhead, "Shit...this is all going to shit..." He'd lost a lot of good men tonight. Men that he knew and worked with for years. His face paled and he looked down at his feet for a moment and took a deep breath before raising his head once again to look towards the last outpost in the city.

Tarron took a deep breath, a determined expression crossing his face as he looked over the defenses, his troops, his men, they were holding on, barely but they were holding.

Two gunships, three paladins, four dozen Atlesian military personnel, and three squads worth of AK-130's were all that remained of the initial force he had been dispatched with to maintain control over the city. Now, they had to make sure the last of the civilians made it out alive.

On top of a watchtower overlooking the evacuation center, he stood with several other members of his company as he oversaw the last of the citizens making their way onto a series of evacuation vessels, some had come by train, some had driven down, and others had arrived on foot, carrying anything and everything they could get their hands on.

"We'll need at least three maybe four more cycles of evac before the city is cleared," a voice noted from beside Tarron as he stood over the watchtower and gazed at the sea of people below them.

Tarron gave a curt nod in reply, his face pale. "Yeah...looks that way..."

"You got the report, sir?" the officer inquired with a tilt of his head. "From General Ironwood?" he continued as he leaned on the edge of the wall, looking down over the masses below them as he watched a group of Atlas soldiers escorting some civilians aboard a vessel.

"About the CTT or how these things spread to other parts of Vale?" the Captain questioned back as he stared down at the crowd as well. "Yes and yes..." Tarron muttered grimly as he turned his attention back towards the officer and frowned slightly, "The CCT has sustained damage, but communication is still functional for the time being, it'll have to do until reinforcements can get here..." he noted.

Gunshots within the city echoed but they paid no mind. This wasn't new for the night, any remaining Atlas military forces in the area were here at the evac center. Those shots might have been coming from their weapons but it wasn't them who were doing the firing. "At least the Grimm are keeping those things at bay...I suppose that's one small silver lining we've got right now," the Captain commented softly, letting out a heavy sigh as he glanced back at the other soldiers and officers present before looking back at the sea of people below.

"Buddy if you bump into me one more time, you're going to this cane of mine, and trust me when I say it will not be pretty, understand me?!"

"Understood!"

Roman Torchwick watched as the civilian shifted through the crowd ahead of him, "Smart choice," he grumbled. "So much for getting out of this dump by this sunset," he added dryly as a tug on his trenchcoat pulled his attention to Neo, who smiled back up at him with a hint of fear in her expression. Roman just sighed, "Yeah...I know," the criminal mastermind murmured, "Don't worry we'll make it through this just fine," he stated calmly.

Watching a bullhead rise from the landing zone ahead he let out another sigh as he looked at his watch. "Lucky bastards," he muttered under his breath as he watched it fly overhead and away from the city, the man glanced over his shoulder at the mass of people behind them in line for the ships. It was still quite the long line behind them but that was the situation. He glanced up towards the night sky and let out another sigh, "It's going to be a long night..." he muttered under his breath.

A loud horn rang out throughout the air gaining the attention of the officers standing on the watchtower. An armored truck was barreling down the street, and straight towards the gate, towards them.

Tarron squinted and held up a pair of binoculars, looking out at the speeding vehicle before glancing up at the gunship circling above. "Get that gunship on standby...if this vehicle isn't a friend, then it'll be dealt with," he instructed calmly. He looked through his binoculars at the approaching truck, not slowing down in the slightest, as it neared the gates. The officer glanced back to the soldiers around him and raised a hand signaling the gunship to prepare for action as the vehicle neared.

"Send a warning shot ahead of the truck!" he ordered sharply, the soldiers nodded in acknowledgment and signaled to the gunships as the truck approached, still barreling forward

with no signs of stopping. The gunship let out a short burst of its guns, sending bullets slamming into the pavement, in front of the armored vehicle.

Tarron watched as the vehicle continued to barrel down the road, still with no sign of stopping as the officers raised their rifles to aim at the incoming truck, as it continued to speed towards the gates, its tires screeching against the ground as it accelerated even more.

"Get ready to open fire on that thing! Shoot first, and ask questions later!" Tarron yelled out, pointing towards the speeding truck. The soldiers and gunship took aim at the approaching vehicle, Tarron raised his hand to give the signal to fire and watched the vehicle's approach intently.

Before he could signal for them to fire the reason for way it was driving in such a hurry became apparent, a wave of infected were close behind. They sprinted, some crawled along the ground, while others lumbered on all fours as they sprinted behind it, their gait awkward and unnatural. The horde was enormous, hundreds if not thousands of infected abominations chased down the Atlesian vehicle, desperately trying to close the gap between the two.

As the vehicle got closer he realized that no matter what happened now, this last bastion was about to fall.

With a heavy heart, Captain Tarron rammed down the red button next to the guard, triggering the automated defenses around the compound and causing all the guns and turrets to activate. The men all began to take up positions on the wall, "Ice dagger - 7 and 9, slow them down!" Captain Tarron bellowed out, as the two gunships he had under his control, descended towards the road to engage the horde.

As the twin gunships flew past the armored truck the vehicle crashed through the gates of the compound and slammed on the brakes, sliding into the compound as it collided into a wall with a loud crash. But Captain Tarron couldn't spare the vehicle any attention. It didn't matter now. As the gunships began to let loose upon the oncoming horde, "Get every last one of our AKs out there now!" The captain yelled. "We're gonna hold this line for as long as it takes to evacuate all these people! Understood?!" he yelled to his subordinates.

"Yes, sir!" They responded in unison, moving into action as Tarron moved to the front gate and looked out. "Damn, there's a lot of those fuckers," he mumbled. "Those two gunships won't last for long in this mess..." The Captain shook his head in disappointment.

Coughing up dust as he stepped out of the crashed armored truck, Adam's eyes shot open as he looked toward the crowd of panicked people. A low growl emanated from his lips as he pulled himself free from the wreckage and slammed the door shut behind him.

"Shit it's Adam Taurus..." Jenassa heard someone whisper as a group of armed guards pointed their rifles at him.

"What the fuck?!" one of them cried out. "A terrorist is still alive in this god-forsaken city? I'll be damned!"

"Hands up, motherfucker!" another cried out, his voice rising above the chaos, his voice dripping with malice. "I've always wanted to put a bullet in your fucking skull, you bastard!" The soldier yelled.

With a snarl, Adam gripped his weapon tight and in one fluid motion ripped it from its sheath and slashed forward with it. In an instant his blade slashed across the throat of the closest soldier, blood spurting from his severed arteries as Adam leaped backward away from him, the man dropping to his knees as blood spurted from his throat in spurts and gushes as he choked and gargled on his blood, clutching desperately at his throat in vain to stop the blood from leaving his body.

As the other soldiers raised their rifles and took aim, Adam had to think quickly time could not be wasted here, not when a horde of infected was upon them, eyeing the panicked civilians that filled the area and the armed Atlesian troops surrounding him, a plan formed in his head, with a snarl the man raised his hand holding the sword over his head and gave a sinister smirk.

"People of Vale!" the man bellowed out, causing everyone in the vicinity to stop and look at the redheaded Faunus, "Those abominations are here, and as you can clearly see there aren't enough Airships here to save us all..." He continued as he motioned towards the massive horde of Infected, "So I say this..." Adam said, raising his weapon even higher so all could see it.

"I don't care which way, but I recommend that you go NOW!" Adam Taurus exclaimed to the gathered people. The redheaded man smirked as soon one by one people started running in every direction, bumping into the armed Atlesian military personnel in the process.

Adam nodded his head as he watched the crowd of people turn into a stampede of fear-driven individuals rushing in any direction they could to reach the ships. Gazing to Jenassa and Lana, Adam smirked as he motioned for the pair of faunus to follow him towards the nearest ship. "We're leaving now..." Adam spoke confidently to the pair. "Just stay behind me." the man instructed, turning back to the crowd and weaving his way through them as they made their way to a waiting Bullhead.

Atlesian Knights moved into formation out of the facility's gate and fired upon the incoming horde. Bullets and laser rounds ripped and tore through the horde of infected abominations. The sounds of screams filled the air as bodies fell and flesh was torn apart from the barrage of gunfire. But even so, as one infected fell several more rushed towards them.

The twin gunships opened fire with their miniguns, ripping and tearing apart the frontline of the horde, the loud gunfire causing a loud ringing to fill the air as the gunships opened up on them with all they had. As one of the gunships continued to open up with its miniguns the other maneuvered low over the ground, firing its cannons as it circled the perimeter of the compound, laying down suppressive fire on any infected it came across.

Mingun pointing to the air the infected Coco Adel screamed and began firing towards the gunship, as did the infected Velvet Scarlatina next to her, who used her camera to copy Coco and began to open fire on the Atlesian aircraft as they circled the perimeter.

One pilot was completely caught by surprise as a torrent of bullets shredded the cockpit, killing him in an instant as the gunship he piloted veered sharply to the side, before igniting into a ball of flames, spiraling downward to the earth below.

"Gunship down! Gunship down! Ice Dagger - 9 is down! I repeat Ice Dagger - 9 is down!" the pilot of the last remaining gunship screamed into the radio, "Permission to fall back to the perimeter!" the pilot pleaded to his commanding officer, "There are too many of these fucking things!" He called out as he maneuvered his gunship through the hail of gunfire that was being aimed at him by the horde, "Please give permission to-" his request cut short as several bullets found their way into his gunships left side engines, causing it to catch fire.

"Fuck...Ice dagger - 7 is going down...Mayday...I repeat Mayday!" the pilot shouted into the radio as the aircraft began to plummet from the air, slamming into the middle of the horde of infected and detonating in a massive ball of flame as it collided with the ground. The explosion sending out a wave of flames that burned several dozen infected nearby and caused even more to become engulfed in flames and begin screaming in pain, only for those that did so to keep charging into the compound's defenses.

The Captain grimaced as the gunships were lost, looking out into the horde he sighed as he spotted one of his subordinates with a rocket launcher taking aim and firing into the horde and watching several more Infected go up in a spray of gore, "Have the Paladins join up with the AKs in the defenses." Tarron commanded. "Have all available gunners join up and open fire."

"Sir yes, sir." the subordinate responded with a quick nod before relaying the command over the radio to the rest of the defense team.

As the Paladins rushed out of the facility and joined the Atlesian Knights in their defense the mounted gunners along the wall opened up as well. The heavy caliber guns ripping and tearing through the horde as they tore and shredded them apart.

"Keep firing!" The captain shouted as the sounds of screams, gunshots, and the whirling of helicopter blades filled the air as the Bullheads lifted off, rising into the air to escape from the carnage below.

"Captain look out!" An officer called out as he moved to tackle the captain to the ground just in time, as a rocket screamed over his head. It exploded several feet away from them, sending debris flying through the air. Tarron grimaced and shook his head to clear it as he slowly stood up and glanced at the officer who had saved him. "...Thanks," he muttered, as the officer gave a nod of understanding as both turned their attention to where the rocket had come from.

Along the rooftops that overlooked the evacuation center, several infected individuals had set themselves up to snipe out any guards from a distance. Some carried rocket launchers and others assault rifles as they fired from their positions along the rooftops.

Behind them other infected leaped from rooftop to rooftop, The captain's eyes widening in realization as he followed the leaping creatures' movements. They were headed to the landing pads and dropships that were evacuating the citizens from this hell hole. "Shit..."

"Shit..." Adam mumbled under his breath as he glanced toward the two nearest Bullheads and frowned. They were already taking off with civilians in tow as it ascended into the air. A few desperate souls gripped onto the bottom of one and dangled for dear life as they ascended into the night sky. The faunus watched as several more people sprinted towards the now-closing ramp of the second ship, screaming at the pilot to not take off as he did so.

The drop ships weren't even fully off the ground when a group of infected abominations leaped off a nearby roof and pounced, several clawed into the engines causing them to start smoking, a pair brought their full weight on the back, slamming into the tail of the Bullhead as the pilot desperately tried to stabilize his ship. But it was a futile effort as it started to spin out of control, crashing into the second Bullhead beside it and igniting into a massive ball of flames as it impacted, causing screams and cries of fear to fill the air.

Adam cursed once again under his breath as he surveyed the area around them, burning debris rained from the sky, crashing to the ground as more Infected jumped down from rooftops and charged into the crowd of terrified people.

Dodging a leaping infected the faunus quickly slashed out and cut it in half with his sword. Looking towards Jenassa he shouted "There aren't many ships left...We have to get aboard one and now!" Adam snarled as he pushed past a few screaming people in front of him and charged forward as Lana and Jenassa followed close behind.

"Sir, the infected have broken through the eastern and northern defenses, they're making a beeline to the landing pads and airships." An officer called out. Captain Tarron gritted his teeth in frustration. This was their last chance at surviving, they were already outnumbered and the Infected were going to take advantage of their losses.

The Captain gritted his teeth and grabbed his radio "All ground forces pull back to the landing zone! Repeat, all ground forces pull back to the landing zone!" he barked out to his remaining soldiers. He knew most would not make it but at this point, it didn't matter, if the infected overran the landing zone nobody would get out of there alive.

Looking out into the horde of infected the officer could spot the last of the AK-130 droids firing desperately in a futile effort to buy the evacuees even a few more precious seconds.

A paladin stomped onto an infected, its feet slamming it into a pile of gore before the paladin itself was tackled to the ground and overrun by several dozen infected that swarmed the massive machine.

Another paladin stomped on one of the infected that were swarming the wall, as its hand shot down to grab it and tear it in half. In a desperate move, another paladin shot a volley of missiles into the crowd of infected that swarmed around them, blowing a few dozen infected into pieces but even so the horde kept advancing.

The Officer watched as more of his comrades were torn to shreds by the onslaught of the horde that kept coming. There was no end to this hell that they had found themselves in. "FUCKING BASTARDS!" Tarron snarled out in pure rage as he began to empty his rifle into the horde, a group of soldiers behind him following suit. "IF YOU DON'T WANT TO DIE, YOU BETTER KILL ALL THESE DAMN BASTARDS NOW!"

It was all for not however as the soldiers one by one were pulled down, and their bodies were torn and mutilated, one after another, their bodies becoming a mass of blood, bone, and organs as they were dragged into the horde.

"GO TO HELL! ALL OF YOU! TO HELL!" Tarron screamed at the oncoming horde as he unloaded his magazine into the horde, his magazine quickly emptied but he reloaded with another clip from his pocket and kept firing, until finally, the infected had finally overrun the last remaining defender as he was brought to the ground, screaming out as his body was ripped apart.

"Crap. Crap. Crap!" Roman swore out in frustration as he pushed and shoved his way through the panicked crowd, gripping Neo tightly to his side.

Hearing a roar Roman ducks out of the way just as an infected abomination, an Atlesian soldier, comes crashing into the crowd. Slashing and biting wildly at people who get too close to its flailing arms and teeth.

Roman cursed once more under his breath as he looked back to Neo. "Fuck we need to get out of here before we're torn to shreds!" Roman muttered to the shorter woman, " RUN!" he yelled and bolted through the panicked crowd.

The pair dashed forward, through the screaming crowd towards a waiting drop-ship, its back door already open and a few other civilians rushing aboard. "Neo, get to the cockpit and do whatever you must to get this bird moving! I need to secure us some protection." the master criminal ordered the girl who quickly nodded in understanding, rushing past several more civilians that were boarding.

Stopping on the ramp of the ship Roman turned and surveyed the panicked crowd as a large group of Infected crashed through a line of AK-130 droids that attempted to hold them back. Roman spotted just the unhinged and dangerous man that he was looking for, waving his cane over his head he yelled out "Adam!" the criminal mastermind called out.

Looking up the Faunus spotted Roman Torchwick, waving his cane in the air."Well what do we have here..." he grinned maliciously as he and his two followers sprinted forward.

Rushing over Adam watched as a few ships managed to lift off, while one of them crashed back to the ground, erupting into a ball of flames as it impacted the landing zone.

Adam was keenly aware that a few ships had infected storming onto their hull, no doubt slaughtering those that were aboard as they struggled for escape. "Damn...the bastards are making it onto the ships..."But there was no time to worry about those who couldn't defend themselves, as the horde approached he knew they had to escape while they still could.

The trio ran over to Roman who gestured them onto the ramp of the bullhead. Adam watched as Roman pointed his cane into the horde of infected that was sprinting towards the airships, "I'm gonna go help Neo start this thing, and you're gonna make sure those fuckers don't touch our ship, got it?!" The redhead criminal snarled out at the Faunus as he pointed at the approaching horde.

Adam gave a quick nod of understanding and pulled free his sword as he glanced back out the ramp. Standing by his side Lana and Jenassa also took out their weapons.

"Gun them down," Adam instructed simply with a wave of his free hand as the pair nodded and fired upon the charging horde as he gripped his blade waiting for any who made it past the line of gunfire.

"Out the way!" Roman snapped at a few people, pushing them away as he sprinted down the hall to the cockpit of the drop ship. "Don't mind our white fang friends..." he grumbled out sarcastically to the civilians onboard. "Just stay seated and out of the way while I try not to get us all killed." the man snarled out in irritation as he opened the cockpit door, rushing in as Neo quickly backed out and gave Roman some space as he took the controls and began the starting sequence for the Bullhead.

"Where's the pilot?..." Roman asked, turning back to look at her, as Neo shook her head in reply and gestured to the corner where the dead pilot's body was, "Wanted to wait till this bird was full, huh?..." he questioned rhetorically.

A silent nod from Neo as she gave Roman a serious look. Roman sighed in return and shook his head, "Figures...We can't really blame them for wanting to save people..."

Looking up Roman looked out the window to the crowd below as more and more airships began to ascend into the sky. The redheaded man quickly gripped the control yolk as a group of infected charged into the landing zone and began climbing up onto the ship itself. "Well, it looks like we're gonna have some unwanted passengers," Roman muttered under his breath, pulling on the throttle as the ship began to lift from the ground.

Slicing down an infected as it tried to charge at him, Adam backed up as the ramp to the Bullhead slowly began to rise, Lana and Jenassa backing up with him. A pair of Infected leaped over a dead body, leaping towards the raised ramp. But as the ramp finished raising they crashed against the side, falling back onto the ground and out of view as the ship slowly began to rise into the air.

Looking towards the pair of Faunus women Adam turned towards them "Is that the last of them?!" the red-haired faunus yelled back over the engines as he backed up, putting his blade away as the ship started to slowly lift off the ground.

"It better be!" the bat faunus responded as she quickly reloaded her rifle and nodded towards him, as the last of the dropships rose into the air.

Turbulence rocked the bullhead, sending the three of them stumbling about. Cursing Adam quickly rose to his feet and pushed past a few panicking civilians who screamed as they held onto whatever they could to stabilize themselves as they stumbled about, looking for any free seat they could find. "Shut up! I'm trying to save our asses here!" Adam yelled out at the crowd as he quickly pushed past them.

The sound of the bullhead's intercom rang out as Roman's voice spoke up "Attention ladies and gents. Sorry about the sudden take-off but the sooner we leave the sooner we don't become lunch." Roman commented. "...Also if an Adam Taurus could open the side hatch and deal with the 'passengers' that would be appreciated," he added sarcastically, Adam scowled and he and his followers quickly made their way towards the hatch of the ship.

Gripping the handle Jenassa looked at both Adam and Lana waiting for them to get ready. The civilians onboard moved as far away from the door as they could, as the pair quickly gave a nod to Jenassa who yanked open the handle, opening the door.

Instantly a burst of cold air filled the interior of the bullhead. Two of the infected that had latched onto the side of the airship had begun to claw their way up and in through the hatch. With a swift kick of his foot, Adam kicked one in the chest, sending it tumbling down and out of the open hatch, he slashed with his weapon and cut off the other one's arm causing it to scream and let go of the door.

Looking down Lana watched as the remaining infected let go of the side of the aircraft and plummeted to the earth below, "I think that's all of the-" the fawn-like faunus spoke as suddenly a blade pierced her stomach and came out her back. The Faunus woman gave out a gurgle as she coughed up blood and looked down at the blade impaling her, pulling itself up the Infected Yatsuhashi grunted as he flung her out of the aircraft and to the city below.

"LANA!" Jenassa and Adam screamed as they looked towards the Infected as it made its way into the aircraft, Adam charged forward slashing and striking the creature with the blade, only for it to bounce off, a shimmer of light emitting from the creature as Adam cursed and took a step back.

"Fuck... it's Aura... this fucking things have Aura...how?!" The faunus roared out as he looked at the creature as it swung at him, sending Adam stumbling back, his Aura shimmering as he struck against the side of the craft and watched as Jenassa switched her whip into its rifle mode, taking aim and opening fire.

Bullet after bullet pierced its Aura but the Infected paid it no mind as it swung its blade at her, causing the faunus to have to quickly move back and out of the way of the creature's slashing blade as the airship began to speed away from the burning city.

With a snarl Adam swung forward with his weapon once more, aiming for its neck with a strike that could easily sever it. The creature raised its barbed arm up, the barbed edge deflected Adam's strike and with a swipe sent the blade flying from the redhead's grip.

Believing that Adam was now helpless the infected Yatsuhashi rushed towards Adam and swung down at his head. As it did Jenassa switched back to her whip mode and sent her whip around the Infected Yatsuhashi's arm and pulled back, yanking Yatsuhashi back.

Taking the advantage Adam crawled to where his sword fell, "Hurry Adam! I can't keep this thing pinned!" the Bat Faunus called out to Adam as he scrambled across the floor for his sword.

Screaming, Yatsuhashi began to pull the Faunus woman in, despite her resistance and her attempts to keep distance between them, using his brute strength to force her in closer. With a yank, Jenassa's feet lost traction, and she stumbled towards Yatsuhashi.

With a guttural growl, Yatsuhashi grabbed her by the neck with his barbed arm. Her body lifted from the floor, her feet dangled beneath her. Jenassa grasped his wrist, her fingers trying to pry it off of her, to no avail. Her body squirmed in his grip, her face turning a deeper shade of red with each second, as she struggled to breathe.

Aura could block, Aura could shield, but a quick jerk of the neck, and an Aura wouldn't protect you. A single crack resounded, her head slumped downwards, and her body hung loosely, like a rag doll. And just like Lana's, her body was tossed out of the aircraft to the streets below, nothing but more mass to be added to the city's corpse-filled streets.

If the people on board weren't horrified before, the sight of this monstrous abomination that stood before them was more than enough to do that. Their eyes widened with shock at the creature standing before them, as its white eyes locked on them all.

A dropkick connected to the back of his head and sent the Infected Yatsuhashi face-planting to the floor. Scowling Adam rose to his feet and watched as the Infected twitched and spazzed, trying to rise back up, before rising to his feet and facing the man head-on. "What the hell are you?..." the faunus muttered under his breath.

Giving a snarl the Infected charged, tackling the Faunus and slamming him to the wall as he snarled, before raising his arm to bring his barbed hand down, the hand striking the wall right next to Adam's head, causing the red-haired Faunus to scowl. "Damn..." he grumbled as the Infected's eyes looked straight at him snarling once more.

Aura blinking, Adam couldn't take much more damage. He was going to run out of it soon. If that thing attacked again and got the upper hand, that'd be it for him, for everything he'd worked so hard to accomplish. But the options were limited, he couldn't use his semblance in such a tight space.

"Alright you bastard, I'll take you on... "Adam muttered, as the creature pulled its arm back, the barbs in its hand raised, ready to strike and bring them into Adam's head.

But before it could do so the Infected was sent flying backwards as a parasol impacted its side. The hit caused the abomination's own Aura to flicker.

Adam raised an eyebrow in confusion, only to grin as Neo stepped into the room. Her parasol gripped in hand. The short woman walked over to Adam and pointed at the creature before giving the Faunus a smug smile, a look that clearly said "I got this." as she pointed at the creature that was beginning to get up from the ground and look up at them, with the same empty gaze.

"Haha, so you want a piece of this, do you?... Well as much as I'd love to let you finish this piece of shit, It be better if we work together." The faunus replied to the shorter woman as he grabbed his blade. Neo nodded and smiled, and gestured her parasol at the monster, signaling to the Faunus that she was more than happy to do so.

Snarling the imfected Yatsuhashi readied itself as the pair dashed towards it, blades poised. Yatsuhashi slashed forward, his arm and weapon arced in front of him to block their path, but the duo slid beneath its arm and past his blade, Neo slamming the tip of her parasol into the ground and sliding on one knee while Adam rolled beneath and back to his feet, before they both quickly stood back up, slashing across his chest and stomach respectively.

Roaring in anger Yatsuhashi spun on his heel to strike, but Adam quickly raised his weapon, deflecting the attack while Neo charged and kicked the knee of the creature, sending it off balance, the short woman quickly followed up with a series of strikes with her parasol, causing the Infected to be forced backward.

Finding an opportunity to attack, Adam sent a big boot to help keep it off balance. Sheathing Wilt into his scabbard he quickly crouched down, aiming Blush at the infected's chin before pulling the trigger.

With Wilt shooting out of its scabbard and into the chin of Yatsuhashi the Infected with a cry of surprise stumbled backward nearing the open door.

Eying Wilt as it twirled into the air Neo lunged and reached out for the blade, snatching it out of the air before bringing it down across the Yatsuhashi's neck and slashing at a downward angle, severing its upper body and causing the abomination to fall back out the door to the burning city below.

Quickly shutting the hatch to the side Neo turned and threw Adam his weapon. The faunus gave the shorter woman a grin as she skipped her way over to him "Good job back there..." he mumbled in approval, a nod coming from Neo in response to his compliment, her smile bright. "Now, let's see what Roman's up to, shall we?" he said as he walked towards the cockpit with a smirk on his face.

"Ah, there you are!" Roman said as the door to the cockpit opened, looking back to Neo and Adam the man smiled "Oh great you didn't kill each other! Good to know you two are getting along." the redheaded criminal spoke out as the cockpit door slid closed behind Adam and Neo, Adam's two followers nowhere to be seen, which caused the man's eyebrow to rise slightly but he quickly brushed it aside, "Well the city is burning and it looks like most of the ships are getting the hell out of dodge..." Roman commented.

Adam ignored him. He didn't need this bastard to be mocking his comrades, and instead made his way towards the cockpit window to look down at the burning city. The ships that had taken off were fleeing as fast as they could from Vale. He didn't want to imagine how the rest of this hellhole would look once the smoke and ash settled,

Adam stared out into the burning city. Vale was in flames. From here the redhead could see several more drop ships lifting off as the city burned in the background.

"Why are we still in formation with the others, Roman?" Adam asked as he looked out the front of the aircraft towards the city, his arms crossed, and a scowl on his face. "Don't you want to get out of here as soon as possible?"

Roman snorted. "safety in numbers my red friend."

"But we're headed toward Beacon." Adam scowled as he continued to look at the other airships, "Huntsmen and Atlesian Military personnel." The faunus glared at the criminal. "You really think it's a good idea to be near them?" Adam hissed.

"You know damn well I'm not a fan of the law and their pompous little Hunters, but I'd rather be close to them for protection than get swarmed and shot down by the bastards below us." The redheaded man stated.

The two shared a silent stare before Adam sighed and turned to look out the cockpit window once more. He didn't like being close to Beacon or those who defended it, but the criminal was right. Better to have those people to cover you, than the Grimm or worse the infected that were rampaging through the burning city. "Alright...I get it..." The Faunus admitted, looking out to the ships around them, a few going in and out of formation as they flew towards the Academy.

With the city overrun and in flames, Beacon seemed like a good choice, but those abominations were probably already making their way up there too. Beacon had Huntsmen, sure, but how long would they be able to hold up against these infected, especially now that they had Aura and maybe even the semblances of those they consumed? Adam sighed as he thought. He would need to do whatever was necessary to get back home and warn Sienna, and the rest of the White Fang.

Consume... Spread...

...

...

Do not be afraid. I am peace; I am salvation.

Looking out over the destroyed city below from her spot on top of a burning building, Raven frowned as she looked out at the city, smoke and flames filling the city. From up here she could all see the hell that had overrun the city. It was like an apocalypse movie had suddenly come true.

Raising her scroll to her face the woman hit speed dial. It rang once, twice before the line finally clicked and picked up, "Vernal. Tell our people to pack their shit, we're getting the hell out of Vale." The woman snarled out as she looked out at the burning city, a frown on her face, as Vernal spoke through the receiver.

"Wait...What?!" the woman exclaimed, as she stared at the scroll with shock on her face, "B...but you told us we needed to lay low, that this was a perfect place to keep us safe and hidden!"

"Don't argue." The Branwen tribe leader ordered sternly, cutting Vernal off before she could say any more, "Gather everyone and make sure they are prepared to leave... Understood?" she ordered firmly as she watched a swarm of monsters come through the burning streets.

Vernal was quiet on the other side of the line, a moment of silence, "Right...got it, we'll pack up and be ready to leave..." the young woman said.

"Good." The raven-haired woman responded. She quickly hung up and slipped her scroll back into her pocket as she looked down towards the creatures, her crimson red eyes narrowed in on them as they made their way out into the Emerald forest.

She had watched it all from the very beginning, from the initial crash and outbreak of chaos to the slow collapse of order as the creatures overwhelmed the city. Watching. Studying. Learning.

And when it was all said and done Raven had come to one conclusion, run. She needed to get her people as far from Vale as possible, as quickly as possible. She'd seen enough in that city to know not long from now, all of Vale would be like the streets below, deserted, with nothing but monstrosities and walking corpses roaming the empty streets.

If the creatures got to Mistral or even Atlas... they might never have a chance of stopping it... And it wouldn't matter what anyone did, no kingdom would survive. They'd all fall, like Vale. And from there... who knew how far it could spread?

Portal opening Raven turned on her heel as she quickly walked through her exit. She needed to run but first, she needed to pick up a few things before she could get moving.

Sliding open her closet door Weiss frantically began pulling out articles of clothing and tossing them on the bed, "I'll take this, and this, and this." The white-haired heiress muttered to herself.

"And that and this...no I don't need that..." she continued, picking and choosing various pieces of clothing from her wardrobe to take with her. Evacuation had been ordered throughout Beacon for the civilians and students that were within. It's just... Weiss couldn't believe that everything was falling apart this quickly.

Stuffing a few accessories into her bag the heiress quickly made sure her bags were closed tightly and reached down towards her Myrtenaster, holding her weapon firmly and quickly stuffing her dust cartridges in her pockets as she spun on her heels, "Huh, you guys aren't packing?" The heiress asked, staring at the rest of her team who were gathered around the door.

Blake frowned, gripping the sheath of Gambol Shroud at her side. "I'm sure I can find some books wherever we're going," Blake responded simply with a shrug.

Yang however didn't look all too pleased about the evacuation at all. She looked at Weiss, her arms crossed. "I've got nothing worth taking."

Ruby's eyes downcast the young girl gave Zwei a tight squeeze, "I...I have everything I need." she mumbled to her friends as she gave Zwei another squeeze and looked to Weiss, a forced smile on her face, "Well...shouldn't we get going, then? The others are probably waiting for us..." she mumbled.

"Right...yeah let's get moving..." Yang replied as she made her way over to Ruby, grabbing the younger girl's shoulder as she gave it a comforting squeeze. The group looked at each other and gave a nod in understanding as Weiss reached over and opened the door to the dorm room.

Stepping out into the hallway, Jaune and Pyrrha stood, each with a backpack and weapon strapped to their back. Jaune noticeably carrying an extra pack in his hand.

"You guys packed pretty quick..." Yang commented.

The redheaded Amazon of Beacon smiled. "You can thank Jaune for that," she commented with a smile as she nodded in the direction of the blond boy who weakly smiled, "We even packed a bag for Nora..." Pyrrha stated, a frown on her face as Jaune spoke up.

"We're gonna go pick her up from the infirmary, first. So you guys go on ahead... We'll catch up." Jaune said with a sigh, as he gripped Nora's backpack tightly, a frown on his face as Pyrrha stepped beside him.

Ruby looked at them with worry before forcing a smile onto her face, "Right! Well we'll see you there." the team leader responded as she pushed past Yang and made her way down the hallway.

Yang looked at Jaune with worry, the man just looking down as she passed him, Pyrrha waving and wishing them goodbye. As Team RWBY made their way out of the dormitory building Jaune let out a sigh and Pyrrha squeezed his shoulder as he looked up to the Amazon. "C'mon Jaune. We should go..."

A Paladin stomped down the path as a group of Atlesian Knights flanked its side, the group slowly making their way to take perch against one of the walls that surrounded the campus of Beacon Academy. A dropship flew overhead, followed by several gunships as the sky filled with the aircraft as they patrolled over the academy.

"Things are picking up quickly around here, huh?" Mercury asked as he looked towards Emerald and Cinder. The three were sitting on one of the benches along the campus' central garden, watching the dropships come and go, people scrambling as they boarded the ships as fast as they could, "Should we be moving, as well?" The grey-haired teen asked as he watched Cinder casually flip the page to a magazine.

The woman hummed, before replying with a simple, "Not yet." She flipped the page to another one.

"But if we don't get a ship, how will we get out of here?" Emerald questioned, a bit of fear creeping into her voice, "Those things have taken over the city... If this place is next on their list we could get overrun just as quickly." she pointed out a hint of worry in her tone.

"We'll be fine." The amber-eyed woman replied. Emerald's eyes narrowed at this as she opened her mouth to retort, only to be silenced by the sharp glare from Cinder, a look that silenced the woman's worries immediately. Cinder closed the magazine, before leaning back in her seat.

"All we need to do now...is wait." she stated."And when it's time you both need to make sure no one gets in the way." Cinder responded, looking down to her lap and back to her partners with a grin on her face."It's not going to be long, now.

"I've contacted the other Kingdoms and told them about the outbreaks." Ironwood rubbed his eyes. "I've made it very clear what's down here in Vale. And what to look out for, so at the very least, they know what's coming. The people should have at least some kind of warning when they come."

With no response, the general looked towards Ozpin with concern, "Oz? Are you all right?"

The headmaster's gaze remained locked on the Atlas flagship as drop ships rose into the air and sped toward the floating fortress. "Yes... Yes... Of course. I was just thinking." Ozpin gave Ironwood a quick look and then returned his gaze to the window, the ships vanishing from view. "This was an... Unexpected turn of events. It has been a long, long time since anything has shaken me quite like this." The man took a sip from his coffee, "Are the reports truly accurate James? Are those monsters really..." Ozpin paused.

Ironwood frowned as he looked at the old wizard. He was too busy to go through all of the reports but he'd seen a few of them and had them verified by his people, there was no doubt, the creatures were coming here for Beacon, "They are...And they're getting closer... I have my people putting up whatever defense they can... but Oz. We need to evacuate, the city is lost, and if we don't act fast, then so will Beacon..." Ironwood pointed out, as he watched as more and more drop ships ascended from Beacon Academy's landing pads.

"We must do whatever we can to protect the academy," Ozpin commented firmly.

The general gave him a serious look. "And we will. But there's no point in giving people a false sense of hope that we'll hold the line here." The man rubbed the back of his neck. "Better to move out all these civilians now, and get them out of harm's way before we're overrun." He placed a hand on Ozpin's shoulder.

Ozpin shook his head. "First the city and now these poor souls must run from what was promised to be a safe haven. They deserve better..."

"Yes, they do..." Ironwood agreed, "but now we need to look out for them and make sure they live long enough to have a chance of living out the rest of their days, even if it's not in Vale or in a Kingdom." The General explained to the old Wizard.

The two men shared a look before the headmaster took a deep breath, and sighed, "Glynda should almost be done with the repairs to the CTT when she arrives...we can discuss further measures...for now...I just hope we have enough time to evacuate everyone." the older man spoke up.

"Right." The general replied simply before he turned and began to walk out, pausing as he stood at the doors, the man glanced over his shoulder towards Ozpin, "I'm going to be overseeing the evacuation personally. The fleet will be taking most of these people to Atlas."

"Thank you, James."

With a simple nod, Ironwood quickly walked out, leaving the Wizard to his thoughts as he watched the airships fly off. The older man sighed, turning away from the window. "Things can always get worse..." he thought aloud, as he looked at his mug with a frown, before making his way down towards his office to await the arrival of Glynda.

"Nora?..." Jaune muttered as he and Pyrrha stood by her bedside, as Nora continued to look straight ahead, eyes vacant, unresponsive, a look that had not changed since her return to Beacon. Jaune swallowed down the lump in his throat as he knelt down, placing a hand on hers. "We have to go Nora... So let's pack up, okay? You, me, and the others." His words fell on deaf ears as he reached into the pack, and took out her hammer and gingerly placed it beside her.

"Ren?" The Valkyrie called out as her eyes stayed fixated on the door ahead, a single tear rolling down her cheek.

"Nora," Jaune whispered, squeezing her hand softly. Pyrrha knelt beside the blond teen and placed a hand on his shoulder.

"We're right here Nora." The Amazon reassured her as Jaune wiped the tears away from Nora's face. "We're here for you..." she whispered.

Nora turned and looked to the Amazon with an empty expression on her face before she gripped the hammer by her side. "Ren," she repeated in a whisper, eyes locking on to the Amazon as Pyrrha simply gave Nora a soft smile in reply, squeezing her hand in comfort as Jaune swallowed down the lump in his throat and tried not to break down in front of his team.

Commotion on the other side of the infirmary drew Jaune and Pyrrha's attention away from the vacant Nora. A few nurses and orderlies had gathered around a patient's bed, talking and shouting, as chest compressions were being done, while the nurse yelled at the patient. "His vitals are crashing...He needs the defibrillator!"

Before a defibrillator could even be brought to them the patient had already passed on, leaving the crowd standing there defeated as the nurses stepped back, "We did everything we could... Wheel him to the morgue with the rest of the dead." a nurse said solemnly as another orderly stepped up and moved to wheel the body away.

"The rest of you get the injured to the loading zone!" she ordered as she pointed down the hallway. "Now! Hurry!" she yelled out as the other nurses scrambled and rushed to move the patients as fast as they could to the ships, a frown on Jaune's face as he looked down at the poor civilian who was wheeled away.

As he passed Jaune watched as the nurse began to bark out more orders, the woman trying her best to keep the rest of her patients and nurses as calm as she could, "Come on Nora. We have to go. You've gotta get up." He looked back at his comatose friend. He wanted so badly to be able to tell her Ren was fine. But he couldn't.

Looking at Pyrrha, they both nodded in silent understanding as they each took hold of one of the girl's hands and gently helped her to her feet. The Amazon spoke quietly. "Come on Nora, it's time to go." Pyrrha gently guided the girl out of the infirmary.

As the three went one way the fallen civilian was wheeled another, no one catching the slight twitch of a hand from the corpse as the body was wheeled by.

For the third straight time her call went straight to voicemail, and Yang just grumbled in frustration before finally hanging up the call. She wanted so badly to hear her dad's voice, but all she was getting was his voicemail, and her frustrations and worries were just growing the longer she waited. She couldn't shake this feeling in her gut that something bad had happened. Eyeing her sister who also looked at

her scroll with a look of frustration the older sister sighed "No luck with Uncle Qrow?" Yang asked the young girl who simply sighed and looked at her sister.

"None..." Ruby said quietly.

The group was at a small intersection of pathways on campus, jam-packed with other people all making their way to the loading docks, some with bags, others just having brought nothing but themselves.

"I'm sure they're both alright, guys. I bet they just have their hands full and aren't paying attention to their phones." Blake suggested, looking over to her two teammates and then to the crowds that filled the walkway, trying to spot if Jaune and Pyrrha were nearby.

"Yes...they probably just don't have a free hand right now." Weiss agreed. Standing on her tiptoes to scan the crowds as best she could to try to find Neptune and Sun who they had split off from not that long ago.

"But what if they're not?!" Ruby exclaimed, causing everyone to turn towards the younger girl, her silver eyes looked like they were close to watering up at the thought of losing her father and Uncle Qrow to this hell. "What if whatever's happening here already made it to Patch or they were in the middle of something and had to run for it or what if-."

Yang quickly pulled Ruby into a tight embrace, silencing the girl as her body went limp in her older sister's hold, "They're gonna be fine..." she whispered softly. "Don't think about those what-ifs right now. Dad is a pro-huntsman, and so is Qrow, they're fine Ruby."

Blake placed a hand on Yang's shoulder. "She's right Ruby." Blake assured the young girl, "Just have-" Blake paused mid-sentence, her feline ears twitching. She gazed around them, ears turning and rotating. "You hear that?" she asked her teammates, the group going silent, straining their ears, as Ruby quickly turned and looked around.

"No. What do you hear?" The Heiress inquired.

Blake continued to gaze around the area, eyes narrowed in focus. "It...sounds like rumbling..." Blake murmured as she scanned the area for the source, a frown forming on her face. "I can't tell which way it's coming from..." she muttered out as she turned on her heel to scan behind her.

The others shared a glance with one another as they did their best to listen, ears straining, all of them hearing nothing. "You think it's just from all these ships?" Weiss asked, looking up at the airships above, flying around in patrol patterns over Beacon, drop ships going from the academy's landing pads to the airships above and back.

"I don't think that's what this is.." Blake commented. Before her bow ceased fidgeting, all around them the other Faunus were also looking around, "Whatever it was, it stopped." She continued, turning her focus to Ruby, Weiss, and Yang.

The blond girl just gave the feline faunus a raised eyebrow "Maybe it was your ears messing with you..." Yang replied with a shrug as the feline faunus just frowned and crossed her arms.

"My hearing is perfect, thank you very much." The Faunus retorted, before going back to listening for anything strange. "And I don't know if that was from the ships or not. It sounded...off. Not right."

"Well just keep an eye out for now," Yang suggested, a sigh from her friend.

"Right..." Blake replied simply.

"How are our defenses coming?" Ironwood asked, his eyes focusing on a tablet as he made his way through the halls of Beacon, an Atlesian officer walking behind him.

The man's gaze locked onto his scroll for a moment, before replying, "We have squads set up at all possible points of entry. Our main concern right now is the west wall and the forest. Grimm are still pouring out of the Emerald Forest, sir."

"Then get a few gunships to take care of that," Ironwood replied simply. "The last thing we need are Grimm during all this." He tapped a few icons on his tablet, before slipping it into his inner coat pocket and turning down a hallway, the officer following closely behind. "Any signs of those infected?" he asked.

The officer nodded. "None so far. The main horde is projected to reach Beacon within the next hour. Evacuation efforts will be fully completed long before that."

"Good, but still..." The general frowned, "Better to err on the side of caution." He tapped his earpiece, connecting to the command center, "General Ironwood to command." He paused to allow the call to connect. "ETA on the last drop ships from the city?" He inquired as the two of them walked.

"Thirty minutes." The reply came over his earpiece.

"Damn." The general frowned. "Very well... As soon as they arrive have them return to the ships."

"Yes sir, General. They've been informed of your orders." The man on the other line stated.

Ironwood gave a nod in satisfaction, before looking over his shoulder. "Good man." He ended the transmission before turning back to his officer. "Let the Huntsmen on the walls know what's happening." Ironwood paused to allow the officer to pass on his orders.

"Right away sir." The man stated as he reached down to his scroll, typing out the orders as they made their way to the exit that led outside and into Beacon courtyard, where a few drop ships were preparing for take-off to return to the ships.

"We can do this." He spoke under his breath, trying to reassure himself that Beacon would stand and that the Academy would hold out against the infected horde that was soon to come.

"Neptune, Sun! Over here!" Weiss called out to the pair, as she and her team waved them over, the two boys quickly rushing over, bags over their shoulders. "How'd the search go?... You guys find your team?"

"Yeah they made it out, and are already onboard the airships..." Neptune sighed as he looked down at the heiress, a frown on his face. "They made it out safe, so that's good." The teal-haired teen spoke up as he looked towards the rest of team RWBY.

Shifting her bag Weiss stepped towards Neptune, reaching a hand out and resting it on his arm, giving him a smile of comfort. "That's great news Neptune, and I'm very happy they're safe and sound. It's the only good news we could hope for, all things considered."

The boy smiled. "Yeah..." He nodded in agreement, giving a small chuckle, before reaching down and wrapping Weiss in a hug.

"Get a room." Yang snarked.

Blushing, the heiress looked back at Yang with a glare, "S-Shut up." she mumbled with a pout as Neptune let her go with a laugh. "Hmph!" Weiss turned her nose up in the air, causing a grin to form on Sun's face as the heiress crossed her arms, "You all just be quiet!" Weiss replied, a smirk forming on Yang's lips as Blake let out a chuckle before going ramrod straight, eyes narrowed in focus, the others freezing in their place as Blake began to slowly spin around, eyes darting around their surroundings, the noise once more getting to her as everyone stared at her, "Blake...?" Weiss called out, her teammates and friends turning their eyes to the feline faunus.

"There!... There it is again...Sun you hear that, right?" Blake asked as she turned to her fellow faunus, her feline ears perked and listening for the source, the boy listening with narrowed eyes.

"My hearing isn't as good as yours, but it's definitely there... it sounds like..." The Monkey boy trailed off as he turned his eyes up to the airships.

Yang turned to follow the pair's eyes to the airships, a frown forming on her face "Like what?"

"Like...earth shifting..." Sun mumbled as the group began to look around the campus, Blake's eyes darting between the buildings that lined the walkways.

"The hell do you mean 'earth shifting'?" Weiss inquired, brow furrowing in confusion as Blake's feline ears twitched and moved on their own as she tried to pinpoint the sound, while her human ones stayed still on her head as the Faunus tried to listen for the source.

"Like...the ground shaking..." The girl paused, her bow shifting and twitching once again."It's faint...but...there..." The feline faunus paused, before her ears and bow perked up, "It's stopped..."

The rest of team RWBY gave Blake a look of confusion, as Yang looked around, the girl still seeing and hearing nothing out of the ordinary "Alright...Well. What now? Just wait to hear it again?"

"No. Hopefully, whatever it is we'll be long gone from here by the time it starts back up again." Ruby stated as she gripped Crescent Rose's sheath, looking up at the airships, before looking back at her sister with worry in her silver eyes, "Let's just get on one of the ships, okay? I really don't want to be here if this place is going to end up like Vale..."

"Yeah. I'd have to agree with the little leader." Neptune stated, "This place is freaking me out.." he muttered, as he and Sun both shifted the packs on their shoulders.

Looking towards her sister with concern, Yang could see how scared Ruby was, even if she didn't voice it. "Yeah, let's just go, and we can meet up with Jaune and the others..." Yang muttered in response.

Weiss looked up towards one of the nearby dropships as it passed over their heads and began to ascend to an Atlesian airship in the distance. "Agreed... The sooner we can leave this place the better..." Weiss said in a soft voice as she and the group began to shuffle forward, following the flow of students as they all slowly made their way to the loading docks.

"James," Ozpin called out as he slowly made his way to the Atlas general who stood overlooking Beacon Academy. "Anything of note?" he asked.

Ironwood shook his head, frowning as he continued to scan the grounds of Beacon with his eyes. "No. It's quiet for the most part. My men haven't been able to report anything new to me since my last check-in with them."

"A calm before the storm. Perhaps." The headmaster muttered as he looked at the walls with worry. He knew they had no way of keeping these things out of the Academy for long. "The men?"

"The walls have been fortified. A few teams are working on a last-ditch effort to shore up the walls. But they'll be finished soon." Ironwood turned and faced Ozpin. "Hopefully we have enough time before..." The man trailed off. "Are the repairs finished?" he inquired.

Ozpin gestured to the communications tower, standing tall and strong, the shattered pieces of glass and metal that had previously covered the courtyard were slowly being floated back into place and mended, "Glynda's just about finished up there. It shouldn't take much longer before the damage is fixed...and then..." the older man trailed off with a sigh, before turning and looking at the General. "Then, we make our final call and gather those who have decided to stay here for the inevitable storm, and... we do whatever is necessary."

The two men looked at one another and nodded. The sound of drop ship engines catching both of their attention, Ironwood quickly pulled out his scroll and gave the device a quick glance, a sigh leaving him, as he put it away. "Those were the last ships that evacuated the city..." Ironwood muttered.

Ozpin gazed out towards the skyline of Vale, a frown on his face as the dropships were coming in from the direction of the city, nine maybe ten of them approaching from the direction of Vale. "That means we don't have much longer before..." He paused and glanced up towards Beacon Tower.

Tapping his earpiece Ironwood connected to his officer "Remind those ships to skip Beacon and make their way directly to the fleet." He ordered as his eyes looked down towards Beacon's central courtyard and the main campus grounds.

"Yes sir. We'll relay the information now."

As the drop ships neared, Ozpin kept his gaze on the aircraft, he could see just when Ironwood's man began to pass on the information, as one by one the ships veered away, except for three, they stayed their course, making their way to Beacon.

The Headmaster frowned, "James?..."

"Hmm?"

Ozpin pointed out the three ships, "The dropships?"

Ironwood raised an eyebrow, tapping his earpiece, "Command...This is Ironwood. Repeat the message to those ships again." A brief silence as he listened, before his gaze darted to his scroll believing the matter to be a communications error, "Anyways Oz...I think we should begin the preparations for evacuating the Fall maiden here. She should be well enough to be moved at this point...right?"

Ozpin drowned out his friend and watched the aircraft come closer, frowning, as a cold chill ran down his spine. Something felt wrong about the approaching ships, they were different. Ozpin narrowed his eyes, watching closely, as they got closer to the campus. He recalled what the reports stated... that these things...could adapt, learn, plan. The CTT, a ship had suddenly crashed into not long ago... The pilot had a perfect record, and that ship had been reported to have been perfectly fine before the sudden crash...

And now...three ships had strayed from the path the others were told to take... Learn, adapt, and then plan. As if they gathered the knowledge from those they devoured, and used that information against their foes. If an infection wanted to spread...the best way to do that...was to cripple your opponent's ability to call for help or seek aid, isolate them, and then overwhelm.

The CTT was crucial not just for Vale... but for Remnant... The infection wasn't coming just to consume Vale or Beacon. It wanted to take over all of Remnant, it wanted to make Remnant its playground. His eyes widening Ozpin gripped the general by the shoulder, a sudden urgency in his tone, "James. Order your men to shoot those ships down! Now!" The man shouted out as the three ships made their approach over the Emerald forest that surrounded Beacon Academy.

Never hearing his friend take such an urgent tone, the man didn't question him and quickly barked out the order, "All units take those ships down now! Now!" The general ordered over the radio as every soldier, knight, and Atlesian drone

in the vicinity quickly brought their weapons to bear.

Civilians and students alike ducked for cover, screaming and dashing to get to the nearest safe spot, as gunfire shot overhead as the drones and soldiers fired upon the ships, missiles streaking through the sky as Ironwood watched, his heart in his throat, as the aircrafts made their approach to Beacon.

Having been found out, the three dropships began evasive maneuvers and swerved about to avoid being shot down by the soldiers and Atlesian robots that lined the walls, bullets peppering the airship, and denting their armor as they avoided the fire as best they could.

"Get me some gunships to blow those things to pieces now! Hurry!" Ironwood ordered as the ships got closer and closer to the campus. "Come on!" The general growled out.

Nearing the tower Ironwood watched the aircraft swerve about, a wing of gunships arriving on the scene. Ironwood pointed at the three aircraft as the gunships fired upon them.

One ship's right wing was blasted apart, but maintained its speed and course, another took a missile head-on and went down in a blaze of fire and flames that rained down on the ground.

But one aircraft...It evaded every bullet, missile, and bomb that was aimed at it. It moved in a way that was just...wrong to watch, it weaved and dodged around like it was a fighter jet in an aerial dogfight.

Tapping his scroll Ozpin quickly connected to Glynda, the teacher still working on the CTT as the woman responded in a professional tone. "Headmaster?"

"Glynda get out of there!" He shouted in warning as his eyes stayed fixated on the two ships that continued to weave about in the air.

His warning was too late. First, the ship with the clipped wing went down, slamming into the side of the tower with an explosion, undoing the work Glynda had down, before the second crashed right into the structure itself, and exploded on impact. The building began to collapse, metal groaning and grinding against each other. The whole building swayed in its foundation, the upper half slowly beginning to fall...as Ironwood's eyes widened and Ozpin froze, watching with horror, as Glynda went with the CTT.

"N...No..." The Headmaster whispered as the CTT slowly fell to the ground in a thunderous crash that shook Beacon Academy to its foundations, dust, and debris going up in a large cloud that engulfed the tower and the grounds beneath it, as Ironwood's mouth hung open with horror and shock at what had just happened.

Ear pierce and scroll erupted with activity and calls of distress from soldiers who had been in the courtyard at the time of the tower's collapse and the screaming and cries for help from civilians and students who were in the same area as the downed tower.

And just as quickly as the calls for help came, they suddenly ended with gunshots and screaming. Ironwood stared in shock for a moment, before the ringing of a call from one of his officers caught his attention.

"Sir! The left wing! Those things are here! The left-wing has been compromised!"

Ironwood's mouth went dry as the soldier screamed into the mic, "What?! What do you mean the left wing's been compromised?! What the hell happened out there?!"

The sounds of screaming, gunfire, and screeches erupted through the scroll's speakers before the man's line went silent.

"This...No.."Ironwood was cut off by the sudden screeching of alarms coming from the Academy, "Shit..." he muttered. "No. No. No. NO!"

Gazing up at the ruined tower that now laid in pieces on the ground Ozpin shook his head, Glynda...she'd... She was gone, along with the tower. Now the only means of contacting anyone outside of Beacon...was gone. The message of the school's left-wing being compromised rang out, and the headmaster shook his head as he gripped his cane tightly. "The morgue... That's where we made a makeshift morgue..." he mumbled in a low tone.

Both men began making their way quickly towards the central campus, Ironwood cursing under his breath as he followed in the old wizard's shadow, "The morgue!? We hadn't received any reports of people infected with this sickness from the hospital, how could the infected be in the morgue?! That doesn't make sense Oz!"

"I know, but something tells me these infected don't make any sense." The older man said in a low voice."Perhaps this infection isn't just transmitted through bite...maybe it's through blood contact...maybe..." Ozpin trailed off with a frown as the two began to dash up the stairs that would lead them to the main campus, a growing sense of dread in his gut.

The sound of the tower collapsing and screams in the distance caused Cinder to throw her magazine aside, rising to her feet she nonchalantly looked towards the courtyard, eyes watching as a few drop ships descended, before her ears picked up the cries and screams from the students as the alarms went off.

"It's time to get a move on, my friends..." The woman muttered out, her two cohorts standing by her side as the group made their way quickly down the hall toward their destination.

"Jaune!" Pyrrha called out to her team leader as Jaune raised his shield, as one of the infected smashed itself into the Arc's defense, as it reached for him with a snarl. The Amazon brought Miló around, impaling the infected and slashing upwards, bisecting the beast in half and ending its existence.

"Thank you, Pyrrha..." he replied as he looked out towards the chaos before them, as infected poured out of the make shift hospital wing.

"Where'd Nora go?! We just lost track of her!" The Amazon questioned, eyes darting around in a panic. "Jaune!"

The blond looked at the hospital and the crowds of panicked civilians and students who were trying to escape the infection as Atlesian knights and soldiers rushed in to push back the horde. "Uhh...Oh! There!" Jaune pointed out Nora who with Magnhild in hand, smashed the infected that got too close to the fleeing crowd with an angry look on her face. "She's ok!" He sighed in relief.

"Ren! You killed him!" Nora screamed as she swung her hammer wildly, smashing another infection across the jaw as the crowd she protected screamed in terror, trying to escape as more knights joined them and tried to fight off the infection.

Pyrrha shook her head, turning her gaze towards Jaune as she brought her sword back into its rifle form, eyes narrowed, "We have to stop these infected, people are getting hurt." The Amazon stated, as Jaune turned towards her, shield up and at the ready, sword gripped tightly as he looked down towards the ground and sighed, as his shoulders slumped in defeat. "Jaune." The Amazon placed a hand on his shoulder, "We have to help!" she repeated as Jaune raised his head and looked her in the eye.

"Pyrrha...I..." He paused as she gave him a determined look, he couldn't let his teammates down now.

"You are a strong man Jaune...and I know you can do this...Just have confidence in yourself. I have faith in you Jaune..." The Amazon reassured him as she gave his shoulder a squeeze and a smile.

Looking around the Amazon could see the soldiers and knights making lite progress in fighting back the infected. She nodded her head as Jaune let out a shaky breath, nodding his head, "Alright...Alright. Let's do this!" The Amazon grinned before rushing ahead and began to attack the infected, Jaune quickly following with his own sword drawn and at the ready as Nora continued to smash the infected around her, eyes roaming for more victims.

"What's going on?! I can't see what's going on out there!" Yang shouted over the sirens as the group tried to make their way out of the campus.

Ruby shook her head, as the alarms continued to ring out around them. Panicked people bumping and brushing against the group, the sound of gunfire, the cries of pain, and the smell of blood, dust, and smoke permeated the air. It was all too much for her to handle, her brain just felt overwhelmed by everything, all the senses assaulting her, causing the poor girl's vision to go hazy as her eyes began to tear up and she stumbled.

The poor girl would have collapsed onto the ground, if not for Weiss, who caught the red reaper and held her in her arms. "Ruby." The Heiress muttered with concern as Ruby's head swayed side to side, as her sister stopped, Blake and Sun freezing in their tracks.

"Sorry Weiss...I...just..." She took in a breath as her body began to shake, and her eyes closed shut, trying to calm her breathing. "Everything is just..." She took in a shaky breath. "Too much..."

Yang walked back to the two and knelt down, resting a hand on her shoulder as her eyes scanned her little sister. "We'll be out of here soon enough Rubes, we just gotta make it to the landing pads."

Weiss looked up and saw the masses of people who were trying to flee for their lives, pushing, shoving, fighting, and trampling over each other to try to make it to the docks where they would be taken away to safety. "How the hell are we going to get through all that..." she mumbled, frowning as her eyes looked back to Ruby who looked on the verge of a breakdown.

Sun placed a hand on the heiress' shoulder. "We're going to get through that one person at a time." The monkey boy declared. "Come on, just keep calm, Ruby, Yang. You can do this."

Looking at each other, Weiss and Yang both gave Ruby a look of concern before the heiress gave the red girl's shoulder a gentle squeeze, "Come on, Ruby." she mumbled.

Nodding Yang slowly helped the girl up to her feet as she began to breathe in and out slowly, as her eyes opened. "I'm good..." she mumbled with a weak smile.

Yang nodded before glancing over her shoulder, eyes turning lilac as she glared at the crowd of people. "Then let's get a move on..."

As the group began to shuffle forward, making their way through the crowds, Ruby's eyes looked around, people shoving each other aside, the sheer panic in people's voices made Ruby want to cry, people screaming and wailing as they rushed towards safety. She couldn't take much more of this, it was just...

"Hey, watch it!" she heard Sun call out, as someone bumped into Blake, who looked just as distraught as Ruby felt.

"Just watch where you're going! Just cause we're running for our lives doesn't give you the excuse to be a jackass!" Weiss called out as they finally began to make progress, Sun, Neptune, and Blake taking the lead.

Then it happened.

Blake and Sun heard it. They knew this sound, the two had gotten used to it the last hour, the earth shifting and shaking, but now it was getting stronger, louder, and more powerful than before, the ground rumbling.

"W-What now?! Is this what you've been hearing before?!" Yang asked, her lilac eyes glancing between Blake and Sun, the two faunus both frowning and looking around in an attempt to locate the source, but found themselves unable to pinpoint its location, as the ground shook beneath their feet.

Blake scowled as her ears began to move about in search of the sound, but the chaos and panic from the civilians around them made it almost impossible for the two to pick up on anything. "It's close, Yang... I don't know where, but..." The ground shook more, almost knocking them all to their knees as the screams and panic only increased.

"My bag!" Weiss cried out as a panicked person pushed into her, dropping her bag from her hands as the crowd ran around her, "Wait! No!" The heiress cried out, her arms outstretched in an attempt to reach out to grab her belonging but was swept up in the current of bodies rushing and trying to escape.

"Don't worry Snow angel! I got this!" Neptune called out as he went back through the crowds in search of Weiss' bag. "You can trust me!"

"No wait! Don't Neptune!" The heiress tried to call out but he was already too far away as she was swept away and pushed back into Ruby and Yang by the panicking and screaming crowd.

"Nep, get back here! This is nuts! You can't go off by yourself!" Sun shouted after his best friend.

Ears twitched and swiveled about as she attempted to pick out where the sound was coming from, Blake's eyes widened in shock as her eyes darted to Neptune, "Wait!" She called out, her hand reaching out towards the teal-haired boy, "Neptune, wait!" she cried out, as Yang and Sun followed Blake's gaze, as the two looked out to the courtyard.

Stumbling slightly from the ground, shaking Neptune's eyes darted about as he tried to locate Weiss' bag, as a few students and civilians began to fall around him, but he kept his balance. "Now where is...Ahh!" The boy grinned as his eyes found the bag, before dashing for it.

As he bent down and reached for the sack the ground shook harder than it ever had, causing him to lose his footing as a massive tendril shot up out of the ground in front of him. Frozen he and all those around him stopped, watching as the tentacle swirled around in the air as he slowly stood back up and watched, eyes widening in fear, "What-." Neptune didn't get the chance to finish his sentence.

In a flash, the tentacle smashed down into Neptune and those around him, crushing them all under its weight, and taking a large section of the courtyard and its surroundings with it, causing a large cloud of dust and debris to engulf the area, people and students crying out as they scrambled away from the spot Neptune once stood in.

Eyes widening in shock, Sun went to rush into the dust cloud but found Yang quickly grabbing his tail before he could take a step, stopping the monkey boy as his body froze, a shocked look on his face. "Nep! Nep no! No no no!" He began to scream as Yang wrapped her arms around him and tried to hold the boy in her arms, "Let go Yang! We have to find Neptune! Let go of me! Neptune! NEP!" Sun screeched, thrashing around and screaming out in horror and fear, eyes never leaving the massive cloud of dust that covered the spot his best friend had been standing at moments ago.

"Ne-Neptune!" Weiss croaked out, voice caught in her throat at what she had just witnessed. Eyes darting between the cloud of dust and Sun, "I-I...Ne-." Weiss couldn't even finish her sentence, as Sun screamed out once more and tried to rush into the cloud of debris, only for Blake to help Yang hold the boy down.

"No! Please! Please, please, let me go! Neptune!"

Blake frowned and gripped Sun tightly. "There's nothing we can do now..."

Zwei growled and whimpered as more of the strange appendages shot up from the ground. One even shot up from behind, sending up dirt, debris, and people into the air, blocking the path that led to the docks as bystanders began to scatter like rats, screams echoing around them.

Ruby's breath caught in her throat as the massive appendages began to twist and writhe around, slamming and smashing into anything and everything they touched, destroying Beacon, and taking lives. More appendages shot out, some rising high and falling towards the campus in a powerful smashing blow, some twisting about, some moving about as if they had a mind of their own, others rose and fell from the ground, shaking and shattering the buildings around them.

Perhaps it was the panic and terror of the situation, perhaps it was the screams from the dying, maybe it was the fact that Beacon, their home, was being ripped apart and taken over by these beasts. But whatever it was, she swore she could just make out a booming and bone-chilling laughter as the tentacles tore apart Beacon, as if this thing, this creature, was taking delight in watching as the Academy and those in it were torn asunder.

Shaking her head, Ruby held Zwei tight as he barked, the dog shaking with fear as his head turned from the tentacles and he whined."You guys we have to get out of here!"

Yang nodded. "Everyone stick together, we'll find another way out of here!" Yang yelled out as she gripped Sun by the shoulder, Blake nodding her head and helping Yang lead the boy away as the tentacles rose and fell all around them.

Sergeant Hill frowned, the sounds of hell coming from above the Vault. He turned his gaze to the other soldiers that stood around him, all of them frowning and glancing at each other.

He was about to tell them all to be at ease, when they heard the elevator descend, all eyes turning to see Ironwood exit, his eyes scanning the soldiers and nodding.

"General."

"At ease sergeant," Ironwood mumbled out as his gaze turned to the doors that led into the Vault, frowning. "Anything I should be made aware of?"

Shaking his head, "Nothing of note. Everything's been quiet, the doors are locked up tight...no one's been coming in or out..."

"The Fall maiden?" Ironwood questioned, "She's secured?"

The man nodded. "Yes sir, she's secured and sleeping right now."

"Good..."

Another rumble came from above, bringing the Hill's gaze up to the ceiling. "Sir? What's going on out there? Those tremors we felt a minute ago, what happened? The last reports from above were the infected attacking Beacon...Was that the cause?"

Ironwood's eyes turned to the Sergeant as his jaw clenched, "Nothing you should worry yourself about sergeant..."

Hill narrowed his eyes and frowned, "Sir, I think-."

But he didn't get to finish as a blade was plunged through his chest. A pained gasp left his throat as his body twitched and spasmed before his head turned to the other soldiers, the general raising an arm and gesturing to an unseen person behind him.

Eyes wide they raised their weapons as they aimed and opened fire on Ironwood, only for Mercury and Emerald to suddenly appear from thin air and attack.

Smiling as Mercury and Emerald moved to engage, the general's visage shimmered before fading, as Cinder's smug face was revealed as her amber eyes darted to the doors that led to the vault.

Mercury grinned as Emerald cut down one soldier before jumping into the air, bringing her sickle down on one man as he shot the other, bringing his weapons down on one's head, splattering their skull and brain across the metal floors.

Room clear the grey-haired boy smirked and gave Cinder a quick glance as the woman sauntered her way to the large steel doors that would lead to the vault.

Emerald wobbled on her feet slightly, using her semblance on multiple people always drained her, but the smile on Cinder's face made it all worth it, as Mercury made quick work of the two remaining soldiers with a bullet to their heads.

"Nicely done you two," Cinder said, her smug grin on her lips never faulting.

"Yeah, whatever," Mercury mumbled, as the doors opened and the trio walked into the large empty room.

"Now stay here and make sure no one or nothing disturbs me..." Cinder stated as her cohorts both frowned, the woman glaring at the two, "That was not a suggestion." she said, turning on her heel, and walking down the catwalk that led to the terminal.

Emerald watched the woman saunter off before turning to Mercury, "I really don't want to be alone down here..."

The boy shrugged his shoulders and smiled at the girl as he leaned back against one of the support pillars, "Don't worry so much Em... Just do as the boss says. Just make sure nothing bothers her..." The boy grinned and crossed his arms behind his head, "And then we can get out of this shithole."

"What if those zombies start coming down here?" the green-haired girl asked.

Mercury rolled his eyes and gave her a shrug, "Then we kill 'em..."

"I think that's easier said than done..." Emerald mumbled under her breath, eyes glancing around the large room and out into the darkness beyond.

"Watch out Oz! Down!" The general shouted as a massive tendril swiped a gunship flying overhead, sending the craft crashing down to the ground. Ironwood let out a grunt, as the two men dived into the cafeteria and quickly rose to their feet. "You okay?!" He shouted.

Ozpin nodded and brushed himself off. "Yes! I'm fine! You?"

"I'm fine!" the general barked, eyes glancing up as two more gunships flew overhead, "Just great... " the man muttered, as the two men watched in horror as one of the tendrils smashed into one of the gunships, knocking the aircraft into a spiral and crashing it into the other one.

"Those... things...infection forms are falling off those damn tendrils like snow off a tree...We have to find a way to stop those damn tentacles!" Ironwood shouted, the two men backing into a hallway, the sound of more gunfire echoing down the corridors, "Oz. We can't stay down here too much longer!"

The two men rounded the corner and headed to a large metal door. "We need to get to the Fall maiden! We can't leave her here!"

Tapping his earpiece, Ironwood shouted out into it as they passed by another group of students, "I want every other man who's on the wall to head inward! Push these damn things back as hard as you can!" He barked as they made it to the courtyard, "Just do what you can! Push the infected back! That's all we can do now! Just try to push them back!"

Nodding, the two men exited the building and quickly made their way into the courtyard, ducking behind an overturned Paladin as another tendril fell, crushing a small building as they went. Ozpin let out a sigh, his hands gripping his cane as he frowned at the state of his academy, eyes taking in the destroyed buildings, and the flames that seemed to consume them, the dead and the infected that roamed the grounds.

The Atlesian knights and soldiers who still stood fighting against the infected that roamed the courtyard, the screams and cries for help from students that had been cut off, and were surrounded by the infection as they fought for their lives. "Beacon is doomed, James..." He muttered, eyes locking on the burning communications tower, Glynda..."

The general let out a sigh. "I'm sorry Ozpin. But I don't think we have much of a choice." He frowned. "Once we secure the Fall Maiden we'll need to leave with her immediately. This place is falling apart. It's going to collapse in on itself." He watched as another tendril shot up and into a building.

"Yes... I believe you're right...Come, James. Let's find Amber."

As they began to run once again, the two men rounded another building only to stop, both letting out a curse under their breaths as the sound of screeching filled their ears, their eyes falling to a horde of infected as they scuttled towards them, Ironwood quickly brought his weapon to bear and took aim at the creatures, opening fire with Ozpin at his side.

Stumbling toward a wall, Team RWBY and Sun made a stop in one of the corridors of Beacon, Ruby leaned back against the wall, her silver eyes watching the monkey boy, as his face fell to the ground and his body began to tremble as his hands balled into fists.

"He...Nep-Neptune..." His voice was raspy, his tone laced with anger and despair as his eyes stared down at his feet, shaking, his entire body trembling.

"Sun...I-." Ruby began as Blake walked up and wrapped her arms around the boy.

"I'm...I'm so sorry Sun...I'm..." The cat faunus mumbled as Sun stood still and just allowed the girl to embrace him, a low sob leaving the boy, as Ruby felt a small tear roll down her cheek as she leaned back and closed her eyes.

The red reaper could see Neptune in her mind's eye, she could see his smiling face, the cocky grin he'd always had, how his eyes always shined, and how his teal hair just seemed to shimmer. And then, she saw the tentacle smash into the boy, taking his life as it crushed him under its weight.

A shaky breath escaped Ruby's mouth, as her eyes slowly opened, her eyes finding Weiss who stood a few feet away, her body pressed into the wall, arms wrapped around herself as her head hung down low as the girl looked lost and defeated. The red girl pushed herself off the wall and walked up to Weiss. "Hey, Weiss..." She muttered, "We'll get out of here."

"He's gone, Ruby. He's really gone..." The heiress whispered as she raised her head to look the red reaper in the eye, "He- He's not coming back..." She shook her head. "I-I...he was there...then- he...gone..." She trailed off as Ruby brought the heiress into her arms and hugged her as the two just stood in each other's embrace in silence.

Yang held Zwei as he panted, ears pulled back as he whimpered, the brawler rubbing his ears with a frown as the dog tried to press his body as close as possible to the girl, shivering in her arms.

As a drop ship overhead opened fire on a tendril, the group flinched, all looking up to the skies and the chaos that unfolded around them. Yang's lilac eyes looked from the ships to the destruction all around them, and the fires that had been caused by the tendrils. The school, their home... Beacon was coming down. And now it looked as if it was only a matter of time before the whole school collapsed around them, their home falling into a fiery doom.

"Hey. Come on..." The blonde mumbled, getting the group's attention, "We gotta get out of here before this school becomes our tomb..." She mumbled.

Shaking her head Weiss gave Ruby another squeeze, before stepping back from her embrace and giving her a weak smile. "We'll find another way out... Just have to stay together..."

Giving a weak smile of her own, Ruby looked out towards the path, "We're getting out of here...together...just stay close. Stay together and don't stray from the group, everyone got it?"

Everyone gave their nod in confirmation as they all began to slowly walk once again, but froze, as a large screech rang out. From up above the roof of one of the buildings, an infected, twisted, and malformed, roared and screeched into the sky as it dove to attack the group.

Before the group could react a hammer was swung at the creature and Nora let out an angered growl, her body and weapon were covered in the blood of the infected that had attacked her in the hospital wing. "REN!" the redhead cried out. "Ren is..." The girl's voice hitched as she slammed the infected with another swing of her hammer.

"Nora!" Pyrrha cried out, as she and Jaune weren't too far behind as the girl ignored the calls from the red-headed Amazon as she spotted more infected and began to fight, smashing, breaking, and tearing the creatures apart, "Nora stop it! We can't afford to split up!"

"You guys? Where were you?" Yang questioned.

"We... We were leaving the hospital wing." Jaune began as his eyes locked onto the crazed Nora, the red-headed girl now using her semblance, lightning coursing through her body as she tore into the creatures with a blind fury as her teammates and Team RWBY just stared in shock at her current state.

"Then all hell broke loose and... Nora just ran ahead... She took on so many of them on her own... We've never seen her like this before... " the blonde knight trailed off.

"She's grieving... she's just not coping..." Yang said softly as the group watched Nora bring Magnhild down onto one infected's head, crushing its skull and chest, sending brains, blood, and bone shards flying through the air as its body fell limp and crumpled to the floor.

Shrugging out of Blake's arms, Sun stood on shaky legs and gripped his weapons as he glared at Nora and her massacre. "She's got the right idea."

"Sun, no. Please!" Blake grabbed hold of Sun and pulled him back as he tried to step towards the massacre Nora was waging, "We don't need another person running off!"

Sun frowned at the faunus but allowed her to pull him back into the group, as they all looked at each other, before looking out towards the carnage Nora waged.

"Where's Neptune..." Pyrrha asked in a soft voice, looking to Sun as he closed his eyes and shook his head.

"Oh no..." The girl mumbled out as the monkey boy gave a small nod and he gripped Blake's hand tightly.

The cat faunus glanced over to Weiss and Ruby who had a grim look on their faces before looking at Pyrrha and Jaune and their expressions.

Yang shook her head before raising her gaze up to Nora. "Come on Nora," she called out to the redhead.

But the girl didn't hear Yang or anyone as she continued her warpath through the infection as the group looked on as Nora used her semblance once more, charging ahead into a large group of the infected and swinging Magnhild, killing multiple in one hit as she screamed, crying out in a fury as she let loose her weapon, swinging it into and around the creatures as blood, guts, and brains sprayed through the air as bodies were sent flying, smashing and crashing into the ground, walls and anything else.

Yang shook her head again. "She's too far gone right now." She began.

"But we can't just leave her Yang!" Blake stated as her ears folded back, eyes staring at the rampaging girl in sadness. "We have to bring her with us! She can't be left alone! What if she gets infected? Or..." She couldn't bring herself to finish the sentence as Weiss shook her head.

"If we don't stop her now. She'll probably bring down the entire school by herself!" The heiress started with a frown.

"I know, I know Weiss! Just give me a moment..." The brawler muttered out, trying to think of a way to stop Nora from going on a rampage and tearing up the school as the others just looked at her in shock, before looking at each other.

"Let's help her..." Ruby mumbled out as she went to move towards Nora only for Weiss to grab her arm, stopping the red reaper as she gave Weiss a confused look.

"Are you crazy!? She's like a tornado of death right now! You dolt! You could get hurt or infected yourself if you run in there!" The heiress declared, giving Ruby's arm a firm tug, pulling the red girl back towards the wall as the red reaper frowned, pulling her arm free from the heiress.

"The direction she's going now...she'll end up near the docks! We can get out of here..."

"If those things don't get to us first..." Blake added, watching as more infected poured out of one of the buildings.

"We should find another way!" The heiress growled, crossing her arms over her chest, "I say we stay here, stay in one group and-."

"We can't just let her run off on her own!" Ruby exclaimed as the heiress and her glared at each other. "There are also sure to be other people who need our help, not just Nora!"

"But there's just too many of them..." Weiss trailed off as she and the other girls looked over the courtyard and the large group of infected, "Aren't you scared of what's going on?" Weiss whispered out.

Ruby gazed down towards the ground for a moment, frowning. "Yeah. I am." She mumbled, "These things... Something about them... They just..." She let out a breath as Yang squeezed her little sister's shoulder. "It's... it's terrifying Weiss. I'm really, really scared. But...but we're huntsmen and huntresses in training. If we can save a few lives along the way..."

Looking up from the ground she glanced at everyone in her team, their friends, and then to Zwei.

She saw a mix of expressions, Weiss and Blake both looked worried, eyes looking at each other and the group before back out to the chaos, Pyrrha and Jaune, both wanting to help their friend, eyes locked on Nora, a frown on both their faces. Sun was fuming, still shaken by Neptune's death, as Blake gripped his hand, trying to help calm the monkey boy. Finally, Yang, who looked unsure, glanced over at her friends, then at Ruby, and finally out towards Nora.

"I-I don't know how we're going to get through this all...but we have to stick together...and do what we can..." Ruby trailed off as she frowned and glanced down, before raising her head and meeting Yang's gaze, giving her older sister a weak smile, "We've been through so much already, so I know we can do this Yang, We'll get through this all... together."

"She is the leader for a reason you know..." Yang said as she smirked.

Blake smiled and gave Yang a nod of her head. "She is...And I believe we can make it through this, We'll do it together... Just as you said..." The girl whispered.

"It's gonna be kinda difficult... Holding Zwei like this... And fighting..." Yang muttered.

Quickly Pyrrha removed her bag, dumping the contents on the ground as the group's eyes widened in surprise before the Amazon threw it to Yang. "Use this to hold Zwei in. That way we can all work together without you worrying."

Giving Pyrrha a grateful look, Yang stuffed the small dog into the bag. "Thank you. Pyrrha..."

The redhead just gave her a nod. "Think nothing of it."

Pulling out Crescent Rose the red reaper took a few breaths in an attempt to steady herself, "We have to keep going. I...I want us all to live. And-." Ruby let out another breath, as the sound of screeches from the infected began to fill the air, as a horde began to scurry towards them, "I won't let anyone else die tonight..." She finished.

Blake looked at Yang and Sun as she readied Gambol Shroud. "Ruby's right." The cat faunus mumbled with a frown, "We have to stay together... Stay in a group and not let these things split us up!"

Weiss glanced between the two faunus as they nodded, "Y-Yes! And... We...We..." The girl took in a breath as she looked to the ground and began to speak, "And I want you all to know, I'm scared." She looked at Ruby and smiled. "But we'll do this because that's what Beacon teaches us, We're the best, and the best of the best! And I'll do whatever I can, to make sure we make it to see the sunrise!"

Yang smirked at Weiss and gave a nod as she raised Ember Celica. "Right!" The blonde grinned and looked at Jaune and Pyrrha, "You guys ready?" The blonde asked the two, who both gave their own nod and smiled as they gripped their weapons. "We're gonna make it, together... So...let's do this! Let's live and do what we can!" The blonde gave them all a wide smile.

Nodding as Sun readied his staff he gave them all a weak grin as he glanced out to Nora as the redhead continued her one-woman assault, "So what's the plan here? How do we get her out of this, and save our own hides in the process..." He questioned, eyes watching the crazed huntress in training.

Ruby glanced around at everyone in the group and gave them a small smile as she gripped Crescent Rose. "We clear any and all infected between us and the docks... Save as many lives as possible. Even if we have to, knock out Nora and carry her to safety. Now..." she looked out towards the horde and Nora. Swallowing the fear she felt she narrowed her eyes. "Let's move out. We have a long way to go!"