A/N: Grimm and White Fang attack Beacon and Vale. Now You and the Other Students fight to defend it. But Cinder has one more trick up her sleeve.

Vale was in chaos as civilians were running away from the hordes of Grimm. Atlesian Knight-200s were firing at the dark creatures, and a vendor hid behind his booth when a group of Ursai run past. Blake and Weiss watched in horror as everything was going on around them. Civilians continued to flee as Grimm continued to run amok, and a dead Creep on the ground started to dissipate.

Weiss: I don't believe this...

Blake pulled out her Scroll.

Blake: Yang, are you okay?

Yang was running in the hallways of the dorms with Zwei.

Yang: I'm fine. Is Ruby with you? She's not answering her Scroll.

Blake: No, she isn't.

At those words, Yang stopped in her tracks with a worried expression on her face.

Blake: Yang, I'm sure she's fine. She's our leader. She can take care of herself.

Yang closed her eyes and curled her fist into a ball

Yang: Right.

Yang continued forward with Zwei and turned the next corner of the hallways.

Weiss: This can't be happening.

She then paused for a moment before something came to mind.

Weiss: Penny...

Yang: I'm headed to the docks near the courtyard. The White Fang are releasing Grimm into the school!

Blake: The White Fang is here!?

Through her Scroll, Blake heard the sounds of Grimm growling, and her expression grew ever more worried.

Blake: Yang!

Yang: Ugh! Gotta go! Be careful!

The call soon ends.

Weiss: Blake, what are we going to do?

Blake: We're going to the docks, and we're doing our job.

Blake used her Scroll to call upon her rocket locker, which landed behind her and opened up to reveal Gambol Shroud. Weiss gave one last look at Blake before nodded in agreement. Back at Amity Colosseum, the Nevermore screeched as it continued to weaken the force field that's keeping it from getting in.

Warning Announcer: Warning: Safety Barriers Failing.

As civilians ran past her in a panic, Ruby stayed kneeling on the ground with her head down, her expression in a mixture of shock and sadness. As the Nevermore circled around the colosseum, Pyrrha struggled to stand as she looked in shock at the torn apart Penny. Jaune tired yelling out to her from the stands.

Jaune: PYRRHA!! Pyrrha, that thing's going to break in! You've gotta move!

Jaune, Ren, and Nora looked up and saw the force field flash as the Nevermore rose back up before diving back in. Wasting no time, the leader of Team JNPR jumped from the stands into the arena.

Nora: Jaune!

Jaune: Pyrrha, please snap out of it!

Suddenly, the Nevermore completely broke through the holographic barrier, and the force of it landing on the arena floor knocked back Jaune, Pyrrha, and the pieces of Penny. The Nevermore screeched and lunged toward Pyrrha. Suddenly, the Nevermore was knocked back by a red, twirling blur of roses, with the cause of the blur gripping one of Penny's swords and stabbing into the Nevermore, before jumping back down in front of Pyrrha.

Pyrrha: Ruby?

Ruby had an angered, determined expression on her face while pointing Penny's sword toward the Nevermore.

Ruby: Leave her alone!

You came out of the door and back to the stands. You saw the Nevermore rise up and circle around the arena before lunging back down. You then saw Ruby and Pyrrha on the ring.

(Y/N): oh no!

Ruby held Penny's sword defensively. Suddenly, the Nevermore got pinned down by a barrage of rocket lockers, and screeches out in pain before going unconscious. The lockers then opened up, revealing the weapons of various students, including Crocea Mors, StormFlower, Magnhild, and Yatsuhashi Daichi's large sword. The respective owner of the sword pulled it out from his locker, and alongside Scarlet David gripping his cutlass and flintlock pistol, Sage Ayana with his own sword, and Neptune Vasilias with his gun in hand. Sun, with Ruyi Bang and Jingu Bang in it's staff form, Ren and Nora carried their respective weapons, and the remaining members of Team CFVY, the members of Team ABRN, as well as Flynt Coal and Neon Katt of Team FNKI, all gripping their respective weapons. The students were then suddenly shaken when the Nevermore started to get back up. It was soon distracted by multiple ki blasts from you getting it in the face, forcing it to use it's wings to block the blasts. This gave time for Ren to leap up into the air and use the blades of his weapons to slash at the Nevermore. Arslan used her rope dart to swing down and grab the towering Yatsuhashi from the ground. Sage also leapt up into the air, and Nora ran up to the Nevermore's head and hit it with Magnhild in it's hammer form. You flew out of the stands euro a ki blade ready and charged at the Nevermore. When Arslan reached peak height, she let go of Yatsuhashi, who was then joined by Sage and You, as the 3 of you slashed down and decapitated the Nevermore, causing it to dissipate into black particles. As Arslan landed back on the ground next to her teammates, Ruby looked over to the teary-eyed Pyrrha, who kneeled to the ground.

Pyrrha: Ruby, I...

She stopped and held a piece of Penny's torn cloth in her hands as her eyes continue to well up.

Pyrrha: I'm so sorry.

Ruby: Me too. But it wasn't your fault.

(Y/N): She's right. Cinder and her Team Deceived us all. They're the ones responsible for this.

Jaune: Then we have to make sure they don't take anyone else.

Jaune said as he approached Pyrrha while handing her back her weapon. Pyrrha then stood back up and took her weapons back from Jaune, the two of them exchanged determined expressions. They then looked over to Ruby, who smiled at the impressive ensemble of students. Their moment was cut short when they notice hippogriff-like Grimm land on top of the colosseum. They flew toward the group of students.

Ren: Griffons.

Neptune: Anybody got a plan of attack?

Ruby: Sun! I need your Scroll!

Sun used his tail to flick his Scroll to Ruby, who caught and used it to summon her locker, which opened up with Crescent Rose inside. However, Ruby was stopped when a Griffon landed on her locker, and roared at her before being scared away at the sound of a gunshot from Professor Port, who was holding his blunderbuss-axe in hand. Oobleck was holding his weapon in it's club form.

Port: Students! I think it would be best for you to leave.

Ruby: But we did a.....

Oobleck: Miss Rose! This day will surely go down in Remnant's history. I'd prefer it if my students could live to tell about it.

Ruby nodded at the Doctor's words before grabbing Crescent Rose and twirling it into it's scythe form.

Ruby: Let's go!

As all the students left, Ruby got distracted by the flash of Velvet's camera. She stopped to look at the photograph she took but was interrupted when her leader called out to her.

Coco: Velvet!

With the students cleared of the arena, Port and Oobleck stood back to back with their weapons in hand as the Griffons circle around them

Port: One final match, Barty! Place your bets!

Civilians continued to run and flee in panic as they reached the docking bays of the colosseum. Atlas Soldiers were directing civilians to calmly step into the Air Buses. Suddenly, White Fang Bullheads dropped off more Grimm at the docking bay. Two Atlesian Knights escorting General Ironwood effortlessly gun down an Ursa. As they proceeded forward, the Knights were suddenly brutally ripped apart by a much larger, armored Beowolf variant. The Beowolf then noticed Ironwood as the General started to run toward it, gradually picking up speed as he neared the charging Beowolf. He screamed a loud battle cry as he pulled out his revolver from his coat. Ironwood ducked and slid under the Beowolf's swipe and shot at it a couple times. The Beowolf then charged at Ironwood again, who fired his revolver a few more times before having to duck under another swipe. The Beowolf attempted to swipe at him again with it's left claw, but Ironwood effortlessly stopped it with his own right hand. The General then fired at the Beowolf's feet, the explosion causing it to get airborne, and still gripping it's claw, Ironwood proceeded to swing it back down to the ground with his own brute strength. Ironwood then picked up the Beowolf, aimed the revolver at it's skull, and shot it, causing black blood to splatter from it. Ironwood then watched the body of the Beowolf dissipate before leaving. The students were then exiting the arena entrance and gathered together in front of Ironwood.

Ruby: What's going on!?

Ironwood: Grimm are crawling all over the city. The White Fang's invaded Beacon, and to make matters worse, some... vagabond has seized one of my ships. Until we regain command, the skies are out of our control. So I'm...

Ironwood was interrupted by a sneak attack from a Creep, which was swiftly dealt with from a bullet to it's head.

Ironwood: ...going to take it back.

As Ironwood turned for his ship, he was stopped when asked a question.

Jaune: What should we do?

Ironwood: You have two choices. Defend your Kingdom and your school... or save yourselves. No one will fault you if you leave.

Ironwood then proceeded to climb up on the dropship in front of him, as he addressed the crowd.

Ironwood: Let's move out!

As Ironwood left, the students looked at each other and murmur before sun spoke up.

Sun: I mean... come on!

Jaune: We can take a ship to Beacon!

While the students headed to the nearest airship, Roman was giddily fidgeting around with the controls of the Atlesian Airship, callsign "Blue-2", like a child in a candy store.

Roman: Hmm... let's see, what does... this button do?

A noise was soon heard after he pressed the button.

Roman: Oh, fun! How about ... this one?

With the press of another button, the airship suddenly emptied it's cargo of Atlesian Knights, all on standby, as they fell to the ground with a massive thud.

Roman: Hm. Alright, nothing.

Neo handed Roman a Scroll with the Black Queen insignia, as he inserted it in the console.

Roman: Oh-ho-ho! Now this one, this one's gonna be fun!

As a squadron of Knights shot down Grimm, they suddenly stopped as their visors and LEDs turn a dark crimson, and turned around, pointing their guns at Glynda and Qrow as they continued to fight the Grimm, the realization shocked them as they saw the Knights now turned against two of their now former masters.

Glynda: What!?

On the courtyards of Beacon, Weiss and Blake were nearly caught off-guard by the local Knights also succumbing to the virus and turning toward them, forcing the duo to duck from the volley of fire.

Blake: Look out!

Weiss and Blake managed to dodge incoming fire, but the Knights surrounded them, forcing the Schnee and the Faunus to draw their weapons. Meanwhile, the oblivious general, still en route to the Airship, got a nasty surprise when the Knights on his dropship suddenly activated and turned on him.

Ironwood: No!

As Ironwood reached out, the dropship suddenly lost altitude, plummeting from the ground. The students watched in horror as they saw dropship fall from the sky.

(Y/N): That's it! Time to clear the skies of these vermin!

You and Ruby ran to the bay doors of their Air Bus.

Sun: Ruby, (Y/N)! What are you doing!?

You looked to Ruby as you both stood near the bay doors.

Ruby: You take care of the Grimm. I need to take care of that attacking airship.

(Y/N): Right!

You made two ki blades appear before jumping off of the air bus with Ruby as it bearly took off. Ruby then used her Semblance of speed to safely land on the runway after freefalling in the sky. You took to the skies and started to slash at the flying Grimm.

(Y/N): Time for some pest control!

As Ruby ran to the stadium, she found it nearly empty and full of brown dirt, where she saw a locker. She punched in the code, latched on with Crescent Rose, and immediately tool to the skies, landing on top Roman's stolen airship with a thud.

Roman: Ugh... go see what that is.

He said as he gestured to neo, who simply nodded at Roman's command, and left the control room. Back in the air, you were hacking Nevermore and Griffons left and right. One tried to each you whole but you grabbed it by it's beak and held it open.

(Y/N): You wanna eat something?! Then eat this!

You fired a ki blast into it's body before kicking the large bird Grimm away and exploding when coming into contact with several others. You drew the attention of more Nevermore and Griffon. You made a ki ball appear and tossed it at a Griffon. You then moved your hands around and the ki ball some stretched out and wrapped itself around the Griffon before blowing it up into pieces. But other flying Grimm kept coming. But You charged at them, ready to hack and blast. Back at Beacon, the hacked Knights continued to fire, but they were cut up by flurry of slashes. Weiss was taking down a few knights using a combination of Myrtenaster's strikes as well as her using her Glyph Semblance, while Blake fought off a group of White Fang soldiers, before using her Semblance to dodge a dual sword-wielding soldier before getting overwhelmed by more White Fang members, but they were all suddenly knocked back by Weiss. Afterwards, Weiss and Blake stood back to back, but noticed a group of human Atlas Soldiers fighting off an Atlesian Paladin, which had also been affected by the virus and turned rogue. The Paladin easily beat down the soldiers.

Weiss: Come on!

Before Weiss and Blake could assist the soldiers, they noticed a Bullhead about to crash land. An armored Beowolf was seen jumping out of it before it could crash with the aircraft. The Beowolf landed on the ground and started to chase after fleeing civilians. Weiss and Blake exchanged one last look with each other before parting ways.

Weiss: Be safe.

As the two parted ways, Blake was running just outside the dining hall. However, she stopped when the Beowolf from earlier latched onto the side of the building above her. Her attention was then drawn away from the Beowolf when she heared a wounded scream inside the burning interior of the dining hall. She then gave a look of horror when she saw a familiar figure throwing an Atlas soldier.

Blake: No... Adam?

Adam: Hello, my darling.

(This Whining Asshole).

All across Beacon, various students battled the many Creatures of Grimm: Jaune was slashing at an Ursa, while Neon rollerbladed away from a Boarbatusk. Coco opened fire on a Griffon, while Arslan was fighting an Ursa Major before it ran off to attack Nora, who fired at it with her grenade launcher. Ren was firing his guns at a retreating Beowolf before it dropped dead. Standing up on top of a building, Cinder, Emerald, and Mercury were observing the battle. Mercury was filming the chaos with his Scroll.

Cinder: Beautiful.

Emerald: It's almost sad.

Cinder: It's horrendous. Focus on the Atlesian Knights.

Mercury: Oh, I'm getting all of it.

Cinder: Good. Continue the broadcast until the end.

Suddenly, a tremor rocked the three of them.

Cinder: And do not miss what happens next.

Cinder walked off as Mercury continued filming with an evil grin on his face, while Emerald's expression only grew more worrisome. You felt that something was wrong as You were still fighting the Grimm.

(Y/N): That definitely doesn't feel good.

Inside his office, Ozpin watched the battle on three video feeds, one showing some buildings, the middle showing a group of Atlas soldiers struggling a against a Deathstalker on Beacon's main avenue, and the last showing civilians stuck on a rooftop waving for help, while an Ursa slowly crawled up the side of the building. Ozpin then started to walk away from his desk, grabbing his cane in the process, before proceeding to the elevator. However, he was stopped in his tracks when a sudden tremor shook the ground. Back in the city, Glynda and Qrow continued fighting, before they too were shaken by another tremor. Qrow stabbdd his sword into the ground to keep himself standing.

Glynda: No...

Another tremor shook Jaune as he battled an Ursa Major, with Sage and Scarlet piggyback riding on it with worried expressions on their faces.

Elsewhere, a mountain started to violently shake and crumble, as various body parts of a monstrous-looking Grimm were revealed, before the mountain completely broke apart, releasing a titanic Dragon-like Grimm. The Dragon roared, flew over the abandoned Mount Glenn, heading toward Beacon. As it flew, it exuded a black, tar-like substance which dropped to the ground in the city of Vale and spawned various Grimm. You looked at the approaching beast.

(Y/N): I don't think that dragon is coming to grant wishes.😐

Ozpin approached the window of his office, noticing the Dragon getting closer. The massive Grimm excreted more of the black substance, which dropped to the ground and spawned more Grimm near the base of the CCT. As the Grimm charge forward, Teams SSSN and Team JNPR in a lineup as they prepared to battle the incoming enemies, with Jaune and Pyrrha exchanging a smile with each other. Before they could go forward, Pyrrha noticed Ozpin standing the entrance of the tower, while Team SSSN ran off to fight off their enemies. Pyrrha then walked towards her headmaster without saying a word to her teammates, much to their confusion.

Nora: Where's she going?

Jaune: I'll go find out. You two stay here and keep fighting.

As he went to follow Pyrrha, Cinder was standing on the rooftop with her weapons in hand.

A/N: and only one page before we reach our worst fucking nightmare.