~3rd POV~

From within the empty darkness the sound of bubbling water, and rattling chains are heard. As the body of a female with long dark hair is scene. With both her arms outstretched to the sides and held tightly by the chains. Her face looked like it was in a deep slumber. But in that moment she slowly opens her eyes to reveal compliantly devoid of life. A female then spoke from that deep darkness. As the other female started to get pulled even deeper in to the darkness. "Deep in this endless dream... I gaze at my lost and warped self."

The scene opens up during the night in Atlas Academy as the scene starts panning to the left at the Tower of the school.

As a sudden explosion occurs and Winter Schnee  is seen drown out of the building. As she scream she quickly hits the ground rolls several time, before getting her weapon stock on the ground and getting a proper balance. She quickly looked upward and she noticed Salem in a dark aura emanating from her body, and glowing crimson irises eyes. She got surprised as she was already closing in on her with Blazing Conflagration drawn. "NO YOU DON'T!" Winter shouted with great anger in her tone as she quickly used her semblance to summon a Manticore that as soon as it was summon it clashed with Salem's sword.

It quickly cuts to inside the Amity Communications Tower as several explosions are scene as Ironwood land on one of the upper platforms. He quickly thinks on his feet pointed his guns at two containers that were close to Salem and shot at them causing another explosion. "I will stop you no mater what, Salem!" He said with great anger.

As the flames continued, Salem is scene inside the fire slowly walking towards Ironwood. As she was unharmed by the fire. Salem scraped her sword throw the ground, as her clothes we're still not even scratched or dirty. As the flames move to the side on their own. The female voice then spoke again. "My past life was nothing but a failure and a disgrace. Those I wanted to protect, all turned against me." From inside the flames Salem still had her black veil, and even if no one cued see her face. Her veil was lifted by a gust of small wind to reveal she was grinning.

It then cuts back to Winter as she was still looking at Salem. But her attention was turned to several small feather that emanated a dark red aura about them, and surrounded her. The feathers then turned to several several red blades. She looked in shook as the red blades were pointed their attention on her, and her Manticore.

Then back to Ironwood who was pointing his gun at Salem who was on one of the upper arias looking down on him. As several magic portals open up around him, and some of the portals turned to the red blades and surrounded him.

Back to Winter as it shows the red blades pierced the Manticore and it's body started disappearing. As Winter slowly fell to the ground she looked up at the sky, with a look of exhaustion in her face. The female then spoke. "Only the pain etched on one's own soul."

Back to Ironwood as a close up of his eyes, revealed he had a look of shook. As the flames surrounded him and Salem. The female then spoke as it slowly faded to darkness. "Can make one emerge from their chrysalis."

Inside the Atlas Academy several student are seen running away throw the training room. As the Ace Operatives are seen with them. Harriet and Marrow  are telling the student to hurry up as they are holding Ironwood and Winter in their arms. Meanwhile Vine and Elm are seen putting up a barrier to give them more time to escape. But as the barrier was put up, Salem appeared and she touched the barrier. She had a smile in her face as she slowly started to forced her hands trow the barrier, and causing her arms to start showing signs of burning. As she slowly forced her arms throw the barrier. Several of the student looked as her eyes are emanated a red glow that cued be seen throw her veil. As the student glance at her direction they start to feel a foreboding presence just by looking at her glowing eyes.  

Salem then stop what she was doing as she noticed that right behind her was several AK-200, Advanced Paladin-290, and several Spider Droids surrounding her. She then noticed that as the students, along with  the Ace Operatives escape one of the operatives hit a button and all the robots started to self destruct. Salem looked with great comfort knowing that they weren't going down without a fight, as she was caught in the blast. The female then spoke. "I will now transform this world into one I desire with my own hands." Out of the school the explosion reaches out to the sky.

It then cut back to Salem's Castle as she was walking back to her throne room with a calm look in her face. And as she took her seat she looked at the red moon. "I will reverse all of creation, and bring back what was lost... just you wait Ozma." Everything then fades to black. 

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~Kingdom~ Mistral~ Deep Woods~

Meanwhile next morning with team RWBY, and team LIZN they are seen walking to a small town close to their location but something felt off as both Ivary, and Zahra had a bad feeling about this. But the odd part was that it was suppose to be sunny but it wasn't, it was completely dark. Blake then looked at them as she was getting worried about them. "Is everything okay?" She said to them.

But Zahra started to smell something in the air. "This smell? NO!" She said as she quickly ran to the town and the rest fallowed after her.

As they started to get close to the Town they started having an uneasy look in their faces. As if something wrong was about to happen. All of them started to notice smoke coming from the Town. When all of them maid it inside the Town they looked in shook as they notice, that the Town was somewhat destroyed, with blood splattered across the walls, grounds and buildings. Zahra and Layla covered their noses as the smell of blood hanged in the air. But as the rest looked around Yang looked over the corned of one of the buildings and what she saw nearly made her vomit. "Oh my-" She quickly covered her mouth and looked away, with a look of discus in her face.

"Yang whats wrong?" Ruby said as she along with everyone look at what she was looking at. All of team LIZN looked away with discuss in their eyes. But Layla looked and she clenched her fists. Neo had tears in her eyes as she was no stranger to danger, but just looking at what  was right in front of her started to bring back bad memories.

"This is wrong." Weiss said as she looked right in front of her with a sad look in her face. Blake nodded her head as she was next to her. Ruby clenched her fist as she started to feel anger and sadness. "This is." Was all Ruby said as she couldn't even bring her self to say anything.

It then reveals that what they were looking at was a crowed of bodies on the floor, in a pool of blood, and motionless. Implying that all of the Towns people we're dead. Their was a look of unease as they all looked at the Genocide right in front of them. None of them even dared say a word as they simply looked away and headed to a different location that wasn't so damaged. But the more they looked for one, the more dead bodies appeared on the streets. 

"Can anyone hear me!?" Ruby shouted trying to find at least a sliver of hope that someone was still alive. But was meet with her own echoes. In this burning cesspool of blood, and smoke. But no respond was heard. As their was an uneasy feeling hanging over them.

Blake looked that among the crowed of bodies was a pare of Faunus one male, and the other female with two more child looking humans next to them. Hinting that they were a family. Yang looked at her and she touched her shoulder. Blake looked at her and she nodded her head understanding that their was nothing that cued be done at the moment.   

When they got away from the smell of the dead bodies. They took a moment to relax and analyze what they saw. But they then decided to not say anything as they felt something was off, about the Town. Who could be such a monster to kill an entire Town in the blink of an eye. 

"Hello there mate?" Suddenly they heard the voice of a female and they turned their attention to the rooftop of a house. They noticed that the female had short black hair, and blue eyes. But as Layla looked at her she cued feel something was off about her.

Yang then stepped forward and responded. "What happen hire?"

The woman then smiled as she looked at her. Layla was quick to take her weapons out and get in a fighting position. The woman tilted her head in confusion at her. "Whats wrong Miss?"

"Stop playing with us. They may not see it... but I remember your aura, Lili. So stop playing around?" Layla said as she pointed one of her daggers at her.

As soon as everyone looked at the woman again, they took out their weapons. Their was a moment of silence, but soon the woman was quick to break in to laughter. "Hehehe HAHAHA! I'm so glad you remembered me." She then jumped from the roof to the ground level. Her hair then started to change color along with her eyes. "Long time no see. How long has it been? Since you all... Hehe. Never mind." 

Ruby pointed Crescent Rose at her, as she responded to her with anger in her tone. "Where is Y/n!"

"Hehe. Can't say. After all it's been to long." Lili said, but as soon as she did Ruby, Ivary, and Layla attacked her at the same time. But as they did she jumped from the ground up, and landed on top of the building. "Hehehe... That's it come on show me. Show me how much you hate me." She said with a smirk on her face.

Zahra with anger in her tone spoke up. "Why did you kill the people of this Town?" 

Lili turned her attention at her. "Why did I kill them..." She took a moment to respond, and she smiled with an evil look in her face. "Simple because it was fun!" She said as her eyes sparkled with great ecstasy. 

But Weiss was quick to respond to her. "Fun? FUN! How is this FUN!?" She said awaiting an answer from her.

Blake respond after her. "YEAH! What makes all of this FUN! All of this is just a Massacre! What part of this is FUN to you!?" She then shouted.

Everyone shouted at her with anger in their tone. But as Lili's hair covered her eyes, her smiled never went away, almost as if she was having fun. But at that moment they all covered their ears as they heard the sound of a large demonic roar. When the roar stopped they remain silent as they cued heard the sound of someone or something approaching them. They all then froze in shook and fear, as from one of the buildings Lili's pet Gomo appeared with blood scattered across it's open mouth.

Everyone looked at Gomo for a moment until Ruby spoke up. "What the hell are you?" she said as she was clearly afraid of Gomo, but she shook her head and spoke.

Lili turned to look at her, as Gomo got close and she jumped to it's head. She then spoke in a demonic tone, along with her normal voice. "And what are you going to do if I told you? Would you believe me? What exactly were you hoping to find here? A lost Sister? A small girl behind a monster?" 

Ruby spoke again. "What are you?"

Lili slowly smiled at her. "Come to me and find out?" She said with a calm tone.

As everyone was ready to attack. Ruby took the initiative and she jumped after her at great speed with her semblance. She got close with her scythe drawn but as soon as she got close she jumped from Gomo's head to another rooftop. And Ruby landed on Gomo's head. Lili smiled as she turned around and ran away with a playful look in her face. Ruby not wanting her to escape she quickly ran after her, forgetting her team in the process.

Yang steeped forward as she called her name. "RUBY NO!" She said but she didn't lessen. Gomo them steppes forward blocking their way. Yang with red eyes responds as she races her guard. "Get out of our way!?" She shouted.  

Gomo steps two times forward and cracks it's neck, as it also licks it's mouth of the blood. It then looks at it's next victims and it smiles at them. It then did something no one expected out of it. "NO." It said in a demonic tone as they look on in shock at what they just heard.

Weiss responded as her arms started to tremble. "Did it just?..."

Ivary nodded her head. "Spoke?..."

Zahra looked at Gomo. "Let's deal with the main problem at hand!"

Everyone nodded  as it starts stepping forward everyone prepares for a fight.

Meanwhile Ruby is seen using her semblance and trying to keep up with Lili. But she was faster then Ruby and her semblance. "Come on little Red! Keep up! Hahaha!" Lili said as she smiled.

Both of them stopped on top of a building as Lili looked at Ruby. "Come on you have my full attention." She said in a mocking tone. The battle commences as Ruby performs a low swing, with Lili somersaulting over it, and ducking the next swing, before performing another back-flip to dodge the third. Ruby then twirls Crescent Rose before attempting another low sweep, only for Lili to back-flip away from her consecutive twirls. Once Ruby finishes spinning her weapon, she lodges Crescent Rose on the ground and fires a shot, only for Lili to disappear and reappears, as she fires a small fire shoot back with her magic and, sending Ruby flying several feet, before she lodges Crescent Rose to safely grip herself from brevetting her from falling, while Lili walks up to her. "Good. Good, come on! HAHAHA!"

As Crescent Rose was stuck on the ground Ruby fired several shoots at her. But Lili made no effort to avoid the bullets as it hits her. Ruby then noticed that she had no aura protecting her as she started to heal herself. "Hehe. You are just like your Sister. You both just won't give up easily." 

"But why!? What do you get out all of this!?"

Lili shook of her clothes. "You're asking the wrong questions, Red! It's not what I have to gain, it's that I can't afford to lose her again!"

As Ruby charges at her she tried to aim for her legs, only to have Lili jump to the first floor, and Ruby behind her. As soon as Lili landed she was charged and tackles to the ground by Ruby. She then points Crescent Rose directly at her face. "Tell me where Y/n is!? Where did you take her!?" She shouted.

But Lili put her head close to the gun and she smiled. "Come on shoot! Go ahead!" Lili shouted to her. Ruby's arm started to tremble as she was hesitating to pull the trigger, until she pulled it. "Not Bad!" Ruby looked to the ground and noticed that Lili was gone. She then turned around and noticed that Lili reappeared 10 feet away from her. Ruby then charged at her once more, but Lili avoids her attack and sends a powerful kick. She then leaps up, grabs Crescent Rose bare-handed, and slides under, flipping Ruby once more. As Ruby spins midair, Lili finishes with a roundhouse to the abdomen, as Ruby is send crashing to the inside of one of the abandon houses. She then starts to walk to the house. 

Inside the house as the smoke cleared Ruby is seen as she tries to get up, but fails. She then reached for Crescent Rose only for Lili to steep on in. "No,no,no." She noticed that Ruby started to bleed from the left side of her lips. She then cleaned the blood with her pinky finger, and tried it. "Your blood taste so Divine. But it's not as good as Y/n's. HAHAHA!" She then with an evil looking smile grabbed Crescent Rose tossed it outside. As she then grabbed Ruby by her hood, and she threw her outside across the wall.

As her body hit the floor, it rolled several times until she stopped. Her body was in pain as she wanted to lose conscious. "Hey!~ Are you Dead?" Lili said from within the house and in a playful tone. Ruby new that she couldn't give up so she got on all fours and looked at the house, as her body was covered in several bruises. From within the dark empty house she cued hear Lili creepily singing. "We're fighting, you're bleeding, LILI IS HUNGRY." Ruby with fear in her face, was met with a kick to the chin, as Lili instantly appeared beside her. Her body hit the ground and she still feeling dizzy because of the kick, shook her head and looked at Lili. 

Lili lowered her leg and she looked at Ruby with a smile in her face. Just by looking at Lili one cued tell she was someone not to mess with or crossed. As Ruby got on her knees she held her right arm in pain, she was also breathing heavily. "Hehe. You actually believe you can beat me? But sad to say only two people cued pull that off. One being my old friend, and the next being your Sister. But neither of them are with you. So how are you going to stop us." She said in a calm tone.

Ruby even in pain gets up. "I don't care what you say! We will stop Salem and we will stop you! NO MATTER WHAT!!" As Ruby charges at top speed with the use of her Semblance she quickly move side to side, but Lili instantly grabbed by her neck, and slams her back to the ground once more. She then backs away as Ruby get's on her knees again.

"Not bad Ruby. Not bad at all." Lili said with a grin in her face.

Ruby took a deep breath as she looked at Crescent Rose that was close to Lili. She then turned her attention back at Lili as she had anger in her eyes. "What are you?"

Lili sigh with a bored look in her eyes. She then started speaking in a demonic and human tone. "So Ozma didn't tell you, who or what I am?" She started circling Ruby, as Ruby didn't break eye contact with her. "Long ago Ozma took my parents from me. He calls me the daughter of Chaos. But tell me do you believe in the stories of the past?" Ruby didn't respond. "Long ago there used to be two Brother. The God of Light, and the God of Darkness, two immensely powerful beings that created Remnant. But what if I told you that there used to be another one the third brother Chaos, my Father. He was nice and caring, but the two brothers saw him as a threat all because he fell in love with a human Kosmos, my Mother. They then teamed up with Ozma and together on my 7th birthday they attacked the kingdom. My Father and Mother stayed behind to give me the chance to escape..." She sigh as she remembered her old friend. "Long story short I grow up. Got stronger killed the two Brothers after they destroyed Remnant, and I had a friend..." She pause for a minute. "But that is something I don't plan to tell you."

"But those are just stories, they can't be real?"

"Is that what you think?" Lili said in a calm tone.

"So if what you're telling me is true then you are a." Ruby meet her gaze. "Are you?"

Lili smiled back at her. "Hehe. I'm Lili nothing more, nothing less.."

Ruby couldn't believe what she was saying but she had no choice but to believe her. "Then... Where... Where is Y/n. WHERE IS MY SISTER! WHAT DID YOU DO TO HER!?" She said as she tried to keep her composure, but one look at Lili said otherwise.

Lili smiled with an evil grin in her face. "Ruby, Baby, Darling I guess I have no choice, but to tell you the truth."

"The truth?" Ruby said as she couldn't even make sense of her mood or tone.

She sigh as she was starting to get bored so in her human and demonic voice she spoke again. "You're too late, little Red. Y/n is gone."

Ruby's eyes widen as she looked at her with a shocked expression in her face. She then clenched her free arm. And she raised her tone. "What did you do to her!? What did you do to Y/n!?"

"I killed her with my own arms. I made sure of that." Lili said as she kept circling Ruby. "Oh, you didn't know. How could you, after all I took her away right in front of you. And she even told me to kill her, her self."

"No... y-your lying! She can't be dead! I just know that she's still alive! So tell me what did Salem want with her!?"

Lili disappeared and reappeared close to her. "Beats me. Was it the nightmares? The Sisters? The monsters from deep within her thoughts? Or maybe... Maybe it was her own family?"

"What the hell are you talking about?" Ruby said as tears started to form in her eyes. Lili on the other hand stepped back.

"She long for Death the day you all abused her. And so I gave her a painless Death. Just as she wanted so badly."

Ruby looked to the ground as both her arms dangled. Her eyes we're being covered by her hair.

"Know that I think about it. In a way, Salem did saved her." Lili looked at the bodies of the burned Town's people. And she inhale and exhale with a smile in her face. As she reached out to the sky with both her arms. "Yes, this place... can you smell it? It reeks of it. Sadness, grief, and suffering... Because of me they're all around us. Just give it a good sniff." She said as she laughed ominously.

Ruby was silent as Lili then appeared in front of her but she didn't attack. "But I just realized that you aren't like your Sister. No she was a lot stronger and smarter. The way she made me feel. The way she tore me apart bit by bit. Her strength was so." She then rubs both her arms. "She was so amazing! So how does it feel? Knowing that you all failed to save her. Heh."

"Sh... ...p" Ruby said in a low tone.

Lili leaned close to her. "Did you say something?"

"Shut up..." Anger and sadness started being shown as Ruby clenched her fist as tears started to run down her face. Ruby then looks at her as her eyes emanated a bright light that engulfs the area. "SHUT UP!!" Ruby screamed out from the bottom of her longs as she started to lose control.

Meanwhile as Yang and everyone are still dealing with Gomo all of them noticed a bright light coming from the distance. Yang then looked with a worried expression. "No Ruby!" She called out as everyone looked to the direction of the light, including Gomo.

Back to Lili as she was being engulfed by the bright light as it also engulfed the houses surrounding them. Inside Lili noticed that her body started to break apart the more she was inside the light. But soon her body started to rapid regenerate like nothing. She smiled as she started to get close to Ruby. With each steep her body would break apart, but would regenerate as quickly. The closer she got the more her body started to break, but was met with her body rapidly regenerating over and over like nothing. When she got close to Ruby she smiled as she reached for her. Only for the light to intensify but her regeneration kicked in even faster.

~Lili's POV~

I smiled as this light was so divine and pitiful. But compare to HER Ruby was nothing. I smiled as I gazed at the bright light coming from her eyes, that looked like two wings, that would engulfed the world and destroy it. But I cued tell in that moment. "Hehe. I was wrong about you, Ruby." I noticed that her body was starting to float from the ground. But nonetheless I reached out to her, with my left arm, and I closed her eyes. And I quickly punched her in the face knocking her to the ground.

As soon as she was down the light started to disappear. I smile as I waved goodbye to the light with a smile. "Bye~ Bye~ Light."

I then turned back my attention at her as she held her left arm in pain. She looked a bit dazed and confused. But she quickly looked at me, her eyes looked pitiful, and filled with anger and hate. All of that hate and anger was for me. "Beautiful." I said as I looked at her. I then smiled as I had a great idea.

~3rd POV~

Ruby looked at her as she tried to control her breathing, but the more she looked at Lili, the more anger and hate  she felt. Lili then clasped her arm together and she smiled. "I know!" She then pointed at Ruby with her index finger. "Why don't I show you what I can really do? And to make it fair." She then grabbed Crescent Rose and she throw it close to Ruby without a care in the world. "This will be a lot of fun, so be grateful, little Red." 

Meanwhile back with Layla and everyone  Gomo looked at them. But soon stopped and looked at the direction of it's Master. As the rest of them got ready for another fight it quickly disappeared in a portal that appeared underneath it's legs. All of them then got surprised as they tried to make scenes of what just just happen. But they didn't have time for that. Layla stepped forward as she looked at everyone. "Come on let's go after Ruby!?" She said as everyone nodded there heads in agreement. 

Back to Ruby as she was looking at Lili preparing for the worst to come. Lili then summon her Blood Sword, and lifted it up to the sky as a small flame appeared over her head up in the sky. The flame then took the form of a large flower, made out of flames. All the while she never broke eye contact with Ruby. Ruby simply looked in shook as her body couldn't move. The Blood Sword then started to get covered up in a black flame. Lili then looked at Ruby with a maniacal smile over her face. The center of the flower then gave a small shine as it prepared to attack.

But in that moment the flower was frozen, and ones completely frozen it was cut in half, by an unknown object. "WHAT!?" Lili said as she and Ruby both look in surprise as the flower shatter's.

At that moment a large black portal open up behind Lili. She looked in surprise as from inside the portal several Grimm arms quickly reached out to grab her by her arms, legs, and neck. "So this is where you were, Lili." A female speaks. As two humanoid figures walked out of the portal and they prostrate themselves. Just as they prostrate themselves a hand reaches out from the portal. Lili with only looking over her shoulder cued tell who the person was. "Hello... Fancy meeting you here." She said with a fake smile over her face, as the person was reveled to be Salem, with her veil covering her face.

"Yes well something told me you'd be here." Salem said in a calm tone.

"What could have told you about me?" Lili said as a small Seer Grimm walked out of the portal and laid close to the humanoids. Lili looked at the seer with an urge to kill it for spoiling her fun.

Ruby remain silent as she cued feel and over whelming aura coming from her. But her presence did not go unnoticed by Salem as she turned her attention at her. "Ruby Rose I take it?" Ruby didn't respond to her as she felt that her heart was about to explode, just by looking at her. "I must thank you. If it wan't because of your family. Then I would have never meet Y/n." Just as soon as she said Y/n's name everyone arrived. They looked at Salem as she turns to look at them. They also felt victims to the same aura Ruby was feeling. 

"Who.." Ruby said in a scared tone, as she was quickly approached by her friends, with weapons drawn and ready to fight. "Who are you?" Ruby said as her arms started to tremble. But she wasn't the only one as everyone looked at Salem and their arms started shaking.

One of the humanoids we're going to say something but was stopped by Salem, as she started to walk forward. "My dear girl did Ozma not tell you about me, or my appearance? Such a shame but I go by many names: Goddess, Her Grace, Grimm Queen... but you can call me, Salem." In that moment the scene turns dark and silent.