3rd Person POV

The Dinobots and Ratchet are outside the wall trying to hold back an army of undead Cybertronian warriors.

Slag charged in first and smashes through the front lines with ease, the rest of the Dinobots follow Grimlock's lead.

Ruby: *over communicator* Ratchet?

Ratchet: We're a little busy at the moment, Ms. Rose.

Ruby: What's going on?

Sludge: Robo-zombies!

Ruby: What?! How?!

Ratchet: Just speed up evacuations before these things start pouring into the city!

Ruby looks at Harriet with a worried expression.

Harriet: Let's go, people! Double time!

Grimlock, in robot mode, is watched by Unicron/Megatron as he tears through wave after wave of Unicron's reanimated army.

Megatron: Impressive. Such primal magnificence.

Unicron: We shall see how he fairs against a true destroyer.

Unicron telepathically orders his army away from Grimlock, Grimlock then looks at (Unicron) approaching and growls.

(Unicron): If you will not heed my command, then you shall perish and be used as my slave of destruction.

Grimlock: You won't enjoy this as much as me.

Grimlock cracks his neck before tapping his chin.

(Unicron): Very well.

(Unicron) punches Grimlock across his face, but he doesn't recoil much.

Grimlock: Always worried about hurting people. *punched* Always hold back. *punched* Not now!

(Unicron) goes to punch again, but this time Grimlock stops (Unicron's) fist with his open right hand and yells.

Grimlock: NOW GRIMLOCK UNLEASH!

Grimlock throws his own punch with all his might, hitting (Unicron) square in the chest and sending him flying back several miles. The other Dinobots look as Grimlock leaps into the air towards Unicron.

Slam: *grunts*

Slag: We gotta cover for Grimlock!

Ratchet: Break the zombies into smallest pieces possible.

Ratchet blocks a zombie arm and slices it's arm off then slices off it's head and stabs through the chest. He then turns right and slices off another zombie's arm before slicing it's body down the middle. Snarl sees this and pulls out his blaster rifle.

Snarl: Ratchet!

Snarl tosses Ratchet his blaster, and while Ratchet had to get used to the weight of it, he begins firing on the zombies while the rest of Dinobots take the more up close and personal approach. Swoop meanwhile is flying while trying to destroy zombies that surround Grimlock.

Swoop: *Screeches*

Swoop fires his remaining rockets and creates huge craters from the explosions that surrounds Grimlock and (Unicron).

Grimlock: Come on!

Grimlock and (Unicron) charge at each other, but just before they collide, Grimlock leaps at (Unicron), raises his right fist and hammerfists down onto (Unicron's) head, stopping him in his tracks. Grimlock lands in front of (Unicron), who is kneeled down, he then grabs (Unicron's) head with his left hand, and with his other fist, Grimlock punches him in the face, recoils and uppercuts (Unicron's) chin. Grimlock then pulls his left fist back and delivers a power punch to the middle of (Unicron's) face, sending (Unicron) onto his back.

(Unicron): Not good enough.

(Unicron) stands back up and a purple aura appears on his right arm that forms into a large hammer, (Unicron) then swings his hammer while he turns back to Grimlock, smashing the hammer into his chest, sending Grimlock backwards about a mile on his back. Grimlock groans as he gets back up onto his feet, and readies for the toughest battle yet.

Ratchet: Sludge, can you use your Semblance!

Sludge: Yeah?

Slag: Then use it already!

Sludge activates his Semblance and his Aura glows around his body, he then rears up onto his back legs and-

Sludge: SLUDGE SMASH!

Sludge slams down on the ground with all his might and the resulting earthquake spans for miles destroying many of the robo-zombies.

Meanwhile, General Ironwood has defeated Watts, but in the process has hurt his human arm pretty badly, but he gets it bandaged up before returning to his office.

Clover: *over communicator* We have Tyrian Callows in custody.

Ironwood lets out a relieved sigh and grins. However, when he looks ahead of him, his grin instantly fades, his eyes widen in shock and he drops Watts' bag on the floor.

Outside the academy, Winter is directing the students that arrive on Atlas transports.

Winter: All students are to remain indoors until further notice. Faculty and upperclassmen can provide gui-

Winter's communicator beeps and she presses it with her finger to answer. Ironwood's voice comes through, and his tone is gravely serious.

Ironwood: Schnee.

Winter: Yes sir?

Ironwood: Was anyone caught trying to enter the school grounds while I was away?

Winter's eyes widen and she looks around.

Winter: *uncertain* N-No.

Ironwood: Are. You. Sure?

Winter's eyes widen more and turns and sprints into the school.

Cinder: Still afraid, I see.

Cinder is seen watching from a window in a hallway. She watches Winter, as the lights in the hallway turn red.

Cinder: Now, show me where you've been hiding her.

While flying over Mantle, Penny recieves a transmission on her communicator and listens to it.

Penny: Affirmative.

Penny changes course and flies to Atlas.

Weiss: I don't understand.

Weiss is aboard a Manta that is headed towards Atlas, Ruby, Jaune, Pyrrha, Nora and Ren are with Elm, while Harriet pilots the Manta.

Weiss: Why would the general call us back without giving us a reason?

Ren: Especially with evacuations still going on in Mantle.

Elm: You don't have to understand orders, kids. You just have to follow them.

Harriet: Civvy transports won't be stopping anytime soon. If the general needs us now, he needs us now.

Jaune: *indicating RWBY* You all get to the general and find out what's happening. *indicating JNPR* We'll grab Oscar and see you soon.

Sometime shortly after, Team RWBY arrive in Ironwood's office, along with Elm, Harriet, Marrow and Vine. Ironwood is sitting behind his desk with his back turned to them. Large military ships are seen through the window.

Harriet: General Ironwood.

Ironwood turns in his chair to face them.

Ironwood: We have made a critical error.

He places a queen chess piece made out of black glass on his desk.

Ironwood: The black queen was the symbol Salem showed us before we lost everything. Her way of telling us she was inside. That it was too late. We stopped Watts. We stopped Callows, but someone was here. They put this in my office to tell me that--

A look of realization came over his face.

Ironwood: *panicking* What if Mantle was just a distraction? What if it was just to draw us away from the academy to, to--

Weiss: Sir, I-It's going to be okay. We've got Mantle on our side now, and--

Ironwood: How do we know that wasn't part of their plan?

Ironwood brings his hand down on his desk and stands up. Ruby and Weiss look at him with concern, while Blake and Yang look at him tensely.

Ironwood: How do we know they didn't want us to bring people into Atlas by the thousands?

Vine: In trying to save everyone, we left ourselves vulnerable.

Ironwood: Salem has been one step ahead of us this entire time!

Ironwood slams his fist on his desk causing the glass queen chess piece to fall over and give off a characteristic glass noise. Ruby walks forward, staring at the chess piece.

Ruby: It's... glass.

The Ace Ops look at her, uncertain of her meaning.

Ruby: Black glass. This was Cinder.

Yang: Cinder's alive?! And she's here?!

Ironwood: *sighs* If Cinder's here, then for all we know Hazel's here, too!

Blake steps forward a few steps.

Blake: Sir, this isn't over, yet. We're with you.

She places her hand on her chest and gives an encouraging look. He looks at her and straightens up, his voice gaining an ominously serious tone.

Ironwood: Are you with me?

Blake's cat ears fold over, and Ironwood walks around to stand next to his desk where Watts' bag is, while Vine and Marrow look on confused.

Vine: Sir?

Blake steps back in line with her teammates again, her ears still folded over.

Ironwood: How did Robyn know about the Global Communications Project?

The Ace Ops look at team RWBY, Blake and Yang look nervous. Yang looks to the side in thought, before looking back at Ironwood.

Yang: We told her.

Ironwood narrows his eyes at her.

Yang: The night we were ambushed by MECH.

Elm: You did what?!

Yang: We were trying to help.

Something in Watts' bag moves slightly.

Marrow: By going behind our backs?

Harriet walks forward, glaring at Yang. Blake's ears are standing up again, alert.

Harriet: Wait. Does that mean you let her escape?

Blake: I told her to run away with Sludge to keep him safe, because we came under attack.

Yang: Robyn is on our side!

Blake's ears fold again as the confrontation unfolds.

Yang: She always has been.

Ironwood: We don't know that for sure.

Weiss: *grips her head* None of this matters right now!

Ironwood: Loyalty always matters!

Suddenly, Watts' bag bursts open and red tentacles erupt from it everyone flinches back in shock as the Seer that emerges from the bag. Ruby gasps. Yang brings her fists up and Blake's ears prick straight up in alarm. The Seer rises up high in front of the desk, and Salem's voice is heard from it.

Salem: General Ironwood.

The Seer's head cracks open as it writhes around as black smoke pours from it forming an apparition of Salem herself. Her voice echoes put of the apparition as it speaks.

Salem: The brave Huntsmen and Huntresses bested Arthur Watts. Congratulations.

Weiss, Blake and Yang all look at her in fear, Blake's ears flat against her head. Ruby speaks up showing no fear.

Ruby: We stopped Tyrian too. We'll stop Cinder and anyone else you try to send here.

Ruby steps forward as she speaks, and Blake's ears perk back up again.

Salem: Dear girl, their goal was never victory. It was merely setting the stage.

Ironwood: For what?

Salem turns her head to look at Ironwood and smiles.

Salem: For me.

The apparition turns and floats towards Ironwood.

Salem: Time isn't on your side, James. It's always been on mine.

James watches with terror in his eyes.

Salem: The people of Atlas have suffered enough. Surrender the Staff and the Lamp to me, and they needn't suffer any further.

Ironwood lowers his gun. After a moment, his eyes empty of emotion, becoming blank, and his voice hardens.

Ironwood: That's.... not going to happen.

The Salem apparition leans down to look at him in the eyes.

Salem: Simply accept the futility of your situation.....

She shows him a soft and gentle-looking smile.

Salem: *softly* And this can all be over.

Ruby: We've seen what you're capable of. The Lamp showed us.

Salem's feigned smile disappears and she straightens up. Ruby is staring confidantly at her.

Ruby: It showed us everything.

Salem turns to look at Ruby, then the rest of her body follows suit.

Ruby: We've seen that you can't be killed. But we've also seen you fail.

Salem stares at Ruby with narrowed eyes. She drifts across the floor to hover in front of Ruby.

Ruby: We don't have to kill you to stop you. And we will stop you.

Salem: You're mother said those words to me.

Ruby loses her confidant expression. An image of Summer Rose comes to Ruby's mind. In the image, Summer is standing on a cliffside on Patch, a forlorn look on her face. The grass is brown, the wind is wailing, and there are dark clouds in the sky.

Ruby: My... mother?

In the image in Ruby's mind, Summer appears somewhat farther away and closes her eyes, her hands clasped together.

Salem: She was wrong, too.

Ruby started crying and quickly lowers her head and presses her hands over her eyes. The image in her head, Summer stands even further away, turning her back to Ruby, with the wind howling even harder. Ruby frantically wioes tears from her eyes. Her silver eyes flicker a couple of times, then she yelps in pain as she emits a brief flash. She whimpers gripping her head and swaying. Salem watches as Ruby drops to her knees sobbing and whimpering with her head in her hands. Yang hurries to Ruby's side and drops to her knees beside her, and Ruby leans over to rest her head on Yang's lap. The smokey apparition fades away. Yang rests her hands on Ruby, looking distraught, and Blake kneels down with the tips of her cat ears folded, while Weiss watches with wide eyes.

Marrow: That's Salem?! That's who we're up against?!

Harriet: And apparently, she's on her way.

Elm: But, we'd be alerted if any forces had approached the Kingdom. We have long-range proximity alarms all along the coast.

Vine pulls out his scroll and checks something.

Vine: They're offline. With all of the chaos, we didn't notice.

Marrow: Watts must've shut them down.

Ironwood's voice catches their attention. His tone is very serious and lacking emotion.

Ironwood: Or they've already been destroyed.

Ironwood walks over to the window and stares outside.

Elm: What? All of them?

He does not answer.

Blake: You said in your speech that Amity Tower was ready to be launched. Was that true?

Ironwood continues staring out the window with no response. Blake and Weiss look at each other uncertain about the silence.

Yang: No. You just said that.... to lure out Watts.

Ironwood continues being silent as he stares out the window and Yang sits up and looks at him.

Weiss: General Ironwood?

There is a moment of silence.

Ironwood: I sent your sister to claim the power of the Winter Maiden.

Weiss gasps, and her eyes widen.

Ironwood: After we were compromised, I knew we couldn't wait any longer. The Staff and the Lamp have to be locked away.

Ruby sits up and wiping her eye.

Ruby: I thought.... you said we could keep it.

Ironwood: *growing angrier* Well, that was before you lied to me about the Lamp. Before you lied to us about Robyn, before Salem was right on our doorstep.

He turns around and walks out next to his desk.

Ironwood: Before Mantle was nearly destroyed, and myself and my army were left exhausted.

After hitting Watts' bag in a fit of anger, he breaths to calm down a little before regaining his serious expression.

Ironwood: The timeline has changed. So we must change accordingly.

Harriet stands at attention as Ironwood picks up the chess piece.

Harriet: What are our orders, sir?

Ironwood: We are taking our plans for Amity and applying it to the city of Atlas.

Ruby quickly stood up as he crushes the chess piece in his hand.

Ruby: What?!

Ironwood drops the shattered glass.

Ironwood: It was Oz's plan in a past life, but he didn't take it far enough.

Yang stands up.

Ironwood: If we harness the power of the Staff, and raise ourselves high into the atmosphere, ghe city's artificial climate will keep citizens and food supplies unharmed. Always out of reach of whatever Salem may try to send our way.

Blake's voice shakes slightly with emotion.

Blake: But we're nowhere near finished with evacuating everyone! You'd be leaving Mantle to die!

Ironwood speaks with far less emotion.

Ironwood: Yes... I would.

Ruby and Blake look in shock, while Yang glares, and Weiss is on the verge of tears.

Ironwood: We can't allow Salem to capture the Relics. This is our chance to get the Staff, the Lamp, and the Maiden as far away from her as possible.

Ruby: But we have a chance to reunite the world. If we launch the tower, we can all work together again. We could even call for help. If we can hold out long enough--

While Ruby speaks, Ironwood grabs his revolver and holsters it while walking towards her.

Ironwood: Sometimes, doing the right thing means making tough decisions.

Blake: You're right. And I think the right thing to do is to stand our ground.

Yang: Yeah, the Dinobots can help evacuate and protect more people while we get the tower working and the message out.

Ironwood: The Bots are about to die to a horde of undead Terrorcons.

Ironwood pulls up footage from the battle outside the wall. Slash is seen being tackled by three undead Terrorcons before Slag smashes them off her, he then stands over her as he is swarmed by loads more. Swoop is seen in the air firing everything he has, machine guns, rockets, hand blasters, etc. But is then knocked out of the sky by a stray blaster, he crashes to the ground, destroying his Aura. Snarl and Slam are standing side by side swinging their tail weapons, but both are overwhlemed by the horde too. Sludge too is struggling, he rears up onto his back legs, but is overwhelmed by the hundred or so Terrorcons climbing on him that he falls over and releases a distressing bellow. Grimlock is getting beaten and thrown around by (Unicron), but he keeps getting up even if his Aura is broken. Team RWBY watch in horror as the Dinobots appear to be on the losing end of their fight.

Ironwood: The Dinobots can no longer protect us, we need to take what have and get as far away as possible.

Weiss: All the more reason to stand our ground. I won't abandon my babies!

Ruby looks confidantly at Ironwood and then looks over her shoulders at Vine and Marrow. Vine's expression lacks emotion, and Marrow is sadly looking away. Surprised, she looks at Elm and Harriet, who also have no intention of siding with her.

Harriet: We ran ourselves ragged trying to save Mantle tonight. We try that again tomorrow against a much larger force--

Yang: But you're Huntsman and Huntresses! You can't just back down from a fight!

Vine: You can't focus on one single fight while trying to win a war.

Weiss: What's the Council going to say?

Ironwood: Nothing. Once I declare Martial Law.

Weiss: *distraught* No.

Blake: What about Robyn?

Elm: Who exactly are you loyal to?

Ruby: We're loyal to the people counting on us to save them!

Ironwood: We're saving who we can.

Ruby turns around and sees Ironwood emotionless expression.

Ironwood: And you're standing in the way.

Ruby suddenly feels her scroll vibrating then Jaune's voice is heard through it.

Jaune: It's Jaune! We've got a problem!

Before Ironwood can make a move Ruby uses her Semblance to whoosh behind his desk and talk to Jaune and the Dinobots.

Ruby: Ironwood's declaring Martial Law and abandoning Mantle! Salem is coming, and he's going to use the Staff to move Atlas! If we don't stop him, then Mantle's going to be des--

Jaune was listening in an Atlas Academy hallway, it's lights red. Winter and Penny are listening in the facility that Fria is held in. Qrow and Robyn are listening aboard the Manta transporting Tyrian. Grimlock listens to his mother while holding back (Unicron). There is a beep and Ruby's call is cut off. Ruby looks at her scroll, shocked. The communication symbol has turned red with a white slash across it, and the screen displays the word, "LOCKED".

Ruby: What? NO!

Ruby stands up from behind the desk and see Ironwood, who is holding his scroll up. He puts his scroll away and heads for the door.

Ironwood: I'm sorry that it's come to this, but until Atlas and the Relics are safe, you're all under arrest.

Weiss and Blake glare at him, while Yang looks furious.

Ruby: We won't just let you take us.

Ironwood stops in front of the door and the Ace-Ops move to stand between him and Team RWBY, staring at Ruby and her teammates. Ironwood glances over his shoulder at them.

Ironwood: I know.

Ironwood leaves his office, the doors closing behind him. In a hallway somewhere in Atlas Academy, Jaune is staring at his scroll's locked comm signal.

Jaune: Ruby, are you there?! Ruby!

He frantically taps his screen but stops when he hears Pyrrha's voice.

Pyrrha: Did you tell them?

Jaune looks to his left into a dark room. The walls are covered in black scorch marks, and multiple broken Atlesian Knight-200s are on the floor.

Jaune: Oscar, where are you...?

(A/N): And CUT! Great take everyone. Get a good rest and we'll get back to it tomorrow.

Hey guys, hope you all enjoyed and are excited for what's to come. Have a great rest of your day/night and I'll see you all next time. PEACE OUT!!!