~Y/N POV~ Y/n Dorm 11:30 p.m.~
As everyone except for Me, & Layla where sleeping, I looked at her. "Are you worried about tomorrow?" She looked at me and she smiled as she shook her head. And gave me a determine stair, & a smile. "A little bit but I'm well aware that she has me, outmatched when it comes to strength. But I have something she doesn't."

Something she doesn't? I wondered what she meant. "Well if you're okay with it then, I'm okay. Just so you know if things go south I'm stepping into stop you?" She nodded and I closed my eyes and went to sleep.

~Later 11:47 p.m.~
~Layla POV~
When Y/n fell asleep, I couldn't stop thinking about tomorrow. I know that deep down, I'm going to have to use my semblance. But I can't worry about that now. As I looked at Y/n, I noticed she was sleeping peacefully. I know that I'm out matched, but if you could see, what I see Y/n.

~3rd POV~
Layla then got up from her bed, and she looked at her reflection in the mirror. She then closed her left yellow eye, and left her right gray eye open. "Yang Xiao Long?"

~Layla POV~
As I looked at my eye, I started to remember my Mother, & Father. I sigh and I looked at Zahra how was sleeping soundly. "I which you two were with us. But I promise that nothing bad will happen to us. I can promise you that Mom, & Dad." I then walked towards Zahra, and I petted her head as she smiled. As I turned to my bed I noticed that Y/n was looking at me. How long was she looking at me!?

"You want to talk about it?" I didn't respond for like 10 seconds. "About what?" I whispered to her. She then sigh and she got up from the bed. She then grabbed my left arm, and she dragged me somewhere.

She then proceeded to take me to the Rooftop. When the two of us relaxed I looked at her. "What did you want to talk about Y/n?"

~3rd POV~
Y/n sigh as she got in front of Layla and she lowered her head to look at her. "Are you sure you're okay?" Layla simply nodded. "Come on Layla I'm not stupid. I know when you aren't feeling okay?" Y/n looked at her eyes, but Layla looked away.

"I-I'm okay-"

"Then look at me?" Y/n said as she wanted Layla to look at her. She was hesitant at first but she then looked at Y/n. Y/n got surprised because when she looked at Layla, she noticed she had tears in her eye's. "... Layla please don't you trust me?"

Layla looked up at Y/n's (E/c) eye's. "Of course I trust you. It's just when I saw you fight against Yang, you got hurt. I always see you putting yourself In harm's way. And every time I see you get hurt it hurts time and time again. I can't bear it, and what would happen if I lose you. What would happen if I don't see you again!" Y/n remain silent, as Layla started to tear up. "I... The truth is. I already lost Mom, & Dad. I don't want to lose Ivary. I don't want to lose Glynda. I don't want to lose Zahra. And I don't want to lose... You." She looked up to Y/n with tears in her eyes.

"Layla." Y/n dried Layla's tears. "Layla no matter what happens, I promise that nothing will happen to me. But you have to promise me, that you will be okay. Because I worry about you, and everyone else."

Layla smiled as she looked up at Y/n. "Of course."

~Layla POV~
The more I looked at Y/n the more I felt like. "... Can I ask you a favor?" I responded to her, and as she looked at me nodded. "Can you leaned close, and close your eyes?" She awkwardly nodded, and she leaned close and she closed her eyes. As I looked at her face I couldn't help but blush.

~3rd POV~
Layla leaned close to Y/n's face. Layla had her face so close that she could almost kiss Y/n on the lips. But she instead of kissing her on the lips, she kissed Y/n on her four head. Y/n blushed as she pulled away embarrassed. "W-w-what was t-that about!?"

Layla with a smile on her face, looked at her. "Consider that my good luck charm." She then hits herself softly on the head, winks at her, and sticks her tongue out playfully. All cutesy like She then turned away from her. "Come on let's go back."

As they walked back Layla looked at a now flustered Y/n. She then told her self, in her mind. "(One day Y/n. One day I'll tell you how I feel. But for now I can't.)"

As they made it to their dorm. Y/n noticed that for once Zahra wasn't in her bed. But as soon as she got on her bed she noticed that Layla was approaching her. "What's wrong Layla?" Layla then blushed.

"Can I... Um keep you company. Just for tonight?" Y/n sigh with a smile on her face. "Sure no problem." As Y/n moved to the side, Layla got comfortable and she fell asleep.

~Y/n POV~
As I looked at Layla, I noticed how much of a burden she was in. But all I can do is show my support. I then petted her head as she snuggled even closer, and I smiled. "Goodnight Layla." I then covered her with my bed sheet and I closed my eyes.

~Timeskip~3rd POV~Glynda's Class~
As Glynda was looking at her students she noticed that Yang had her right arm up. "Can I help you Ms.Yang?" She said as she fixed her glasses.

Yang then got up from ware she was seating and she looked at her. "Yes Ms.Goodwitch." She looked at Layla which she looked back at her. "I would like to challenge Layla Otohime?" Layla smiled.

Glynda looked at her and she noticed that Yang had the advantage, not because of her semblance. But because Layla was shorter then her. "I won-"

"I accept!" Glynda looked at Layla how spoke up and got up from her seat. Glynda put a worried face as she looked at her. "Are you sure?" Layla nodded, she then looked at Y/n how nodded. She then sigh. "Okay then will the following students Layla Otohime, and Yang Xiao Long. Get your gear and come to the center of the arena."

~Timeskip~ Glynda's Class~
Yang, & Layla made their way to the middle of the Arena. Yang looked at Layla with her red eyes, and a pissed-off look. While Layla remained cool, calm and collected. Yang then responded as she cracked her knuckles. "You're going to regret fighting me!" She said raising her voice at her, with a smile on her face.

"Are you going to fight or talk?" Layla responded back. But Yang simply got furious. "Are both of you ready?" Glynda said as she looked at them and they nodded. "Then."

-Layla POV~
I have to be careful I might have the advantage in speed, but in strength it's a different story. But I can't just take her likely. The more I look at her the more she feels different. "Begin!" As I took out Dragon's Edge I raised my guard.

~3rd POV~
Yang started to run towards Layla and as she got close she fired several shots. But before they cued reach her, the bullets lost their momentum and feel to the ground. Layla chuckled as she looked at her. "Sorry but I'm not letting you use that." Yang stopped as she looked at the bullets. She noticed that the dust from her bullets where maid to small spheres that hovered over Layla. She then spin her daggers and she charged at Yang with several swipes, and slashes. But Yang avoided her attacks with ease, she then countered by throwing a punch that only graze her. She then proceeded to continue her assault but Layla simply dodged her attacks, which only infuriated Yang even more. "Stop dodging and fight!?" Yang shouted, but Layla remained calm.

As Yang continued her assault Layla remained calm, but she was getting worried. Ivary was cheering Layla on and so was Blake. But Y/n, and Zahra simply stared at Layla, & Yang.

As Layla got back away from Yang. Yang noticed that the sphere was getting bigger, & bigger.

~Yang POV~
This is bad I don't know what that will do but I have to finish it here and Now. As I looked at Layla I noticed that the way she was fighting had Grace to it but, I have no choice.

~Layla POV~
I looked at Yang and something is different about her. "Are you only going to rely on brute strength?" I responded to her but just by looking at her eyes, that ticked her off.

~3rd POV~
As Yang started to run towards her, she quickly looked to the ground that Layla was standing on. She then fired at the ground cussing a small explosion, and covering Layla eye sight. "I can't see." Layla told her self. Because of that Yang took the advantage that Layla couldn't see her, and she propelled herself towards her. As the smoke cleared Layla didn't have time to react because Yang was already preparing her first punch. "JUST!" Yang said as she punched her in the face with her left arm. Causing Ivary to get angry. "STAY!" She punched her again with her right arm. Zahra clenched her arm's. "DOWN!" She punched her in the stomach knocking the air out of her. Layla was then send smack to the floor away from Yang. As her body rolled a bit and then stopped. While her daggers fell two steps in front of her. As Glynda looked with a worried expression, Y/n was going to use her semblance but she refrained herself. As the crowd went silent. Yang took a moment to look at Layla and smirk. "AND STAY DOWN!"

~Y/n POV~
I looked as Layla was on the floor, and she wasn't moving. I knew that Ivary, & Zahra wanted to interfere but... "Come on Layla!" I shouted. "You can't lose to HER! You're far stronger then HER!" Everyone looked at me but I didn't care. "So you have to win! No matter what!" I called out to her. As my arms began to tremble.

~Layla POV~
I couldn't move as my body went numb. And my body started hurting like hell. But just as I was about to fall unconscious. "Come on Layla! You can't lose to HER! You're far stronger then HER! So you have to win! No matter what!" Y/n. Hehe. She was right I couldn't just give up. Y/n, never cease to amaze me. I'm proud of being your friend. But your right I... I have to fight. As I struggled to get up, I was blinded by a bright light, and my surround was simply all white. "So what if it looks hopeless." A male voice responded. And two figures came into view, one female, & one male and they then stood in front of me. Just by looking at them I could tell how they were. The man was the first to respond. He had gray eyes, and long gray hair. He then smiled as he looked at me, as he crossed his arms.

(Just ignore the roses.)

"If it were me I still wouldn't give up. So come on Layla we're with you up to the very end." He said with a gentle smile.

(Ignore the background and her eyes. I would like to say blue? Imagine them as yellow)

The woman how was a fox faunus with long black hair, and yellow eyes. Steeped forward as she smiled at me. She was also wearing a beautiful red, and light blue kimono.

"That's right! You can't give up." She said as she pick me up and got me on my feet. She then embrace me with her arms, and the man joined in. "You are?" I said as I started to tear up as I wrapped my arms around them. I looked at them as tears ran down my cheeks. "Mom, Dad."

~3rd POV~
As Layla was looking at them. The dad smiled at her, as he petted her head. "I'm proud of you, & Zahra. But I'm also glad that I got to meet you." He said as he started to shed tears.

The mother smiled at her. "You, & Zahra have grown up so much." She then started to shed tears. "But my one regret, is that I never got the chance to be with the both of you."

"Layla?" She looked at her dad. With tears in her eyes. "When you go back can you tell Zahra. That the two of you meant the world to us." He smiled. "And that we don't regret our decisions. We just regret not spending time with you, and Zahra."

The mother then responded. "I'm sorry that I couldn't take care of the two of you."

Layla shook her head. "It's okay mom. Me, & Zahra never regretted being born or not meeting you two. We're just glad you loved us, and that is good enough for us." The mother smiled with tears in her eyes.

"Well you need a hand with her?" The Dad spoke up. But Layla shook her head with a smile, She then dried her tears. "I have to go."

~Layla POV~
As I was about to leave, I heard mom speak to me. "Go Layla. Show her what the Sakura Maiden can do." Then Dad spoke up. "Layla remember you, and Zahra are our living Legacy." I was then engulfed by another bright light. But as I opened my eyes, I noticed that right in front of me was a sakura tree. And a woman facing the tree with her back turned. She also had a black kimono with different designs engraved upon it. I looked at the tree, and I was captivate by it's Beauty. She slowly turned around and I looked at her eye's. She then smiled. "Are you ready?" She said as I nodded at her. "Then prove to me you are worthy of our power."

..........

~3rd POV~
Back at the fight every student was surprised, even Yang that was left speechless. As all of them noticed that Layla was standing up still feeling a bit dizzy but nonetheless standing. Yang noticed that the sphere never disappeared, and it simply floated over Layla. "What ever your going to do with that! It won't work! On me!"

Layla smiled as she looked at her. "You thought I was going to use this against you?" Said sarcastically. As she extended her left arm it floated above it. She then raised her left arm towards Yang as the sphere started to shrink. She looked at the sphere and back to Yang. "Sorry to disappoint you but that sphere. It wasn't for you." She smiled as she looked at Yang. "It was for me. You may have the advantage on a hand, to hand fight but not anymore."

Yang looked as the sphere and got on guard. But a part of her was starting to get worried almost like screaming at her to stop fighting. Layla then picked one of her dagger from the ground. Layla then transformed her dagger in to a fan, and the sphere landed on it. "Tell me Yang. Have you ever heard of the Sakura maiden?" Yang did respond back as she felt something was wrong. Layla then smiled as she quickly changed her weapon back to a dagger, and slashes at the sphere, and causing everyone to be blinded by a bright light. As a gust of wind blow through the arena, every student started smelling rose petals. As the wind stopped every human, faunus, team RWB, JNPR, Glynda, and Layla's team slowly open their eyes. To be left speechless at what they were seeing. Well all except Zahra. They all looked as they noticed that the arena was covered in flower petals.

As Yang looked at her opponent she was left shocked and speechless. "What the?" She said trying to comprehend what was going on in front of her.

As the camera closed up on Layla's lips. She took a deep breath and exhale and then smiled. "Yang Xiao Long I won't be holding back anymore, so get ready."

Yang looked as she noticed that the girl standing in front of her wasn't the same person. "Who or what are YOU?" She said in a low pitched tone.

Every student was surprised at what was going on. While her team except for Zahra was surprised, and left with no words. They simply looked as they noticed that Layla's body had grown, her hair was longer, with a flower ornament on her hair. She was also wearing a beautiful kimono, engraved with pink, red, and blue flowers. And she was holding a katana, in her left hand. But her eyes we're still the same. As she looked at Yang several students male, and female started talking about her.

"She's so pretty." Said a female.

A male student responded. "No she's gorgeous."

Another female student responded. "She's beyond beautiful."

As they started talking about her, she started blushing. But she then put her complete attention towards Yang, how was still speechless.

"Don't worry Yang." Yang snapped out of her trans as she heard Layla talking. Layla then unsheathed her katana in a single motion with her right arm. And held firmly her saya (scabbard), she then turned the blade to the other side, using the back of the blade. "I won't use the sharp edge of the blade. So don't worry." Layla said with a smile.

Yang chuckled as she clenched her arm. "Worry me. Hahaha! I'm not afraid of you!" She told her self but her arms were still shaking. "You can't defeat me like that. I got the upper hand." She pointed at Layla's kimono restricting her movements.

"Then prove to me you can defeat me." Layla smiled at Yang. But that only infuriated Yang even more.

As the floor was covered in flower petals. Yang charged at Layla but she remained calm and let her get close. As Yang started attacking she tried to hit her multiple times, but Layla simply blocked her two attacks easily. Layla then hit her with the end of her saya in the stomach pushing her back. "My turn." Layla responded with a calm demeanor.

As Yang put up her guard. Layla disappeared and reappeared in front of Yang at great speed. She then quickly attack her only missing her attack by a mile. As she was going to get close to Layla. She tried to attack her but Layla only ducked underneath her attack, and she was meet with another attack on her stomach.

Every student was left speechless as they we're left captivated by the way Layla was fighting. It had a form of dignity, and grace. Almost like a gentle dance of flowers.

"Come on Yang? Are you that weak that you had to betray your own sister." Layla mocked her.

"SHUT UP!" As she yelled out she was going to fire several shots at Layla. But she saw it and with the back of her katana, she attacked her weapon with great force that it wounded up shattering into several pieces. "NO WAY!" Yang then jump back away from Layla. As Layla stopped attacking. She looked at her now shattered weapons, and she got more annoyed. "Stop." She said in a low pitch tone. Layla tilted her head in confusions. "Stop playing with me! And take me serious!" She shouted.

"Is that really what you want?" Layla said as Yang nodded at her. "I see."

"Even if I don't have a weapon I can still defeat you." She said as she looked at Layla.

"... I see... Don't think I'll go easy on you." Yang chuckled. "Let's see if you can last against this Yang." Yang simply looked at her as she raised her guard. But something was screaming at her to get away.

Layla turned the katana around, and she lowered it, she then started to slowly move it side to side. Yang looked at her katana. "Yang?" Yang looked at her. "Compose yourself. You must hold your stance. Extend your consciousness if not you lose."

The only thing Yang could do was look at the katana, but at that moment Layla disappeared and the flower petals scattered. Everything went silent for Yang as she noticed at great speed a slash was passing through the ground and disappearing. Then reappearing slashing the wall before disappearing and reappearing again. But this time it was three. One coming from the back, and the other two coming from the sides closing in on Yang. When it got close to Yang it disappeared. She then flinched and she stopped moving as she felt an intense pain. As Layla appeared walking by her side slowly putting away her katana. She then stopped behind Yang with her back turned. "It's over Yang Xiao Long you have lost. Let your arrogance be your downfall." When the katana was put away the ground that Yang was standing on was sliced to pieces. While several trickles of blood begin streaming down the left side of her face, Yang is slashed in multiple areas of her body, causing a large quantity of blood to spurt into the air, she then fell. As her knees hit the floor she looked at Y/n, & Ruby how was looking at her from the stands, one last time before falling completely to the floor unconscious.

Layla then turned around and looked at her, with a sad expression. She then shook her head. "Fool."

Glynda then raised her arm surprised, but happy. "Winner Layla Otohime!"

As everyone started clapping at Layla. Y/n, Zahra, & Ivary felt relieved knowing that she won. Y/n then looked at Yang and she sigh, she then looked at Layla how simply smiled and waved at her.

~Timeskip~ Infirmary~
Layla was talking to Y/n. "Sooo what's with the new look?" Layla gently smiled at her. "It's a tradition of our family. Don't worry I should go back to normal in right about-" And just like that her body began to shrink to it's normal size. "Now." As her body was back to normal she started feeling extremely tired. "Sorry but I need to rest just a bit." Y/n smiled as she turned to the door. But before she cued leave Layla responded. "Y/n remember our promise?" Y/n sigh as she opened the door. "I know don't worry just take some rest?" Layla nodded and Zahra stayed at her side. Meanwhile Ivary approached Y/n. "Sorry Ivary but can you stay with her?" Ivary without a wink of hesitation nodded, Y/n then walked away.

Back to Zahra, & Layla. "Hey Sis are you going to be okay?" Zahra said as she looked at Layla. But she petted her head. "I'll be okay but I just have one thing to say." She smiled. "Mom, & Dad told me to tell you that, the two of us meant the world to them." Zahra got surprised but then started to cry tears of happiness. "I see. Regardless will always love them now and forever. So please look after us Mom, & Dad." Both of them smiled as Layla fell asleep.

Meanwhile Y/n was walking she stopped in front of another room. She then opened the door and walked inside, and closed the door. "...." She looked at the person right in front of her. Only to reveal that it was Yang looking at her, with several bandages around her body, but thanks to her aura it was healing her.

"H-Hey." Yang said responding in a weak tone. Y/n then grabbed a chair and seat close to her, they remained silent with Yang avoiding eye contact. Y/n then sigh as she looked at her.

~Y/n POV~
"Tell me Yang why did you do it?" As I told her that she didn't respond back.

"I-" She looked down before responding again. "I guess deep down I was always jealous of you. You were always so pretty and smart and I was just..." Seriously this was her reason. "Every time that I saw you with Ruby. I felt distant like if you weren't really my sister. As I saw Tai, & Summer beat you up. I wanted to help you so many times but deep down. I was scared, I was scared that they would try to do the same to Ruby or to me for that matter."

I got annoyed and I grabbed her by her shirt. "Then why!? Why go as far as to force Ruby to hate me! She was your sister dame it! She looked up to us so WHY!"

"I know that! Deep down I just wanted Ruby for my self. But I know that I was wrong and not only did I lose you, but I lost Ruby to... But after they started abusing you I just wanted it to stop. The more I saw Tai and Summer hurt you the more I started to hear voices. As much as I wanted them to stop the voices just kept on getting worse and worse. Until one day I just had enough, and I just couldn't take it anymore." I then released her. "It's actually pretty stupid. Hehe. It got so bad that I even threatened Ruby that I would hurt her. One hell of a Big sister I turned out to be." I crossed my arms. And I simply looked at her but one thing was certain. Her excuse is like Qrow. "Please." I looked at her and I noticed that she had tears in her eyes. "I-I'm sorry I never meant to hurt you. I-I I'm so sorry but I never wanted to bring harm to you. You & Ruby mean everything to me. You two are my world so please. Please give me one more chance?"

She then stared at me. "I... Can't forgive or trust you." She then lowered her head, with a sad smile. "I see."

"But." She looked back at me. "I did promise Layla something. That if she would have won. That I would give you a chance. So I don't trust your right now but for the moment I'll give you a chance."

"Really! I promise you! You won't regret it." She said with great enthusiasm.

"For your sake you better not make me regret it. But for the moment baby steps. And don't think I'll treat you like a sister just because I'm giving you one chance understand?" She nodded as she looked at me with a smile on her face. "Thank you Y/n."

~3rd POV~
Y/n walked to the door, & she touch the door knob. "And another thing?" Yang looked at her. "You look... Pretty with short hair." She then walked away leaving Yang alone. Yang then smiled.

"You MONSTER." Yang looked to her side and she noticed the young Y/n, with a grin in her face. But Yang smiled at her. "Call my that all you want. But I will never be scared of you." Y/n smile went away. "What are you talking about? You're a DEMON, a MONSTER!" She shouted at Yang like a child, but Yang sigh. And she got up close to Y/n's face. "You can call me a Demon, a Grimm, a Monster." She then got up from the bed feeling better. And she walked to the door and she turned her back to Y/n. "But just get out of my head, and my heart."

Y/n got agitated at her. "You and I are the same! There is nowhere you can hide! I'm a part of you! So wherever you go I will be there! So go ahead be everything you are not! Friend! Family! A Big Sister..." Yang looked over her shoulder at Y/n. "But there is one unavoidable truth you will never escape! You will never change! You will always be a MONSTER!"

Yang smiled as she opened the door. "That's where you're wrong. Because you and I are different. And the difference between you and me is." She looked at Y/n again. "That I am your monster no longer. So do me a favor and stay where you belong inside my memories." Yang then walked away and the young Y/n disappeared.

~Timeskip~Salem's Castle~12:20 a.m.~
As Salem had her eye's closed she sigh. "Lili?" As she opened her eyes she noticed that Lili was seating on her throne. Lili smiled as she looked at Salem. "Just a few more days, is everything prepared?" Lili smiled and nodded. "You know what to do?"

"Yes. Yes get the third maidens power. I already have two, I just need two more." She said as she crossed her legs.

Salem then responded. "And you remember what you had to do after that right?" She said as her eyes started glowing.

"Hehehe. Of course." She said sarcastically. "Soon the full moon will shine and everything will go according to plan. Hehe."

"Okay but take this with you?" She snapped her fingers and the sound of a large roar, echoed through the castle. "It might prove useful."

Lili smiled maniacally. "Can I have my fun with you know who?" Salem nodded. "Up to you." Lili chuckled as her pupils turned to hearts. "This will be so much fun. I can't wait to play with you Y/n. HAHA!" She then got up and walked away with a big smile on her face.

Salem looked at the moon. "Y/n." She then lowered her head. "I'm sorry."

~Salem POV~
They say that Grimm can't cry, or feel sadness but why do I feel this way. I already lost some people precious to me but why. Y/n if you were born into a different family would your fate still be the same or would it be different... nonetheless.

~3rd POV~
Salem then got up and she made her way outside. She then noticed at the bottom of the Castle an army of Grimm coming out of a tar like substance. "Now Ozpin what will you do. I wonder how you'll stop my Relentless advance." As the camera looks at all the Grimm it starts to fade to black.

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N/A: Okay I just wanted to point out that the next chapter will be a two-parter. And it's going to take some time to pass it on. So until then please wait patiently, I promise it'll be worth the way.