-3rd POV- Dance Hall 8:01 a.m.-

As the sunlight shined trow the windows. Lily was started having problem breathing and sleeping. Until she open one of her eyes and she noticed that Neo was sleeping in her chest. She then responded while still sleepy. "Neo... can't breath... you heavy... Neo are you gaining weight?"

As Neo was having a dream of her on a mountain of ice cream, She started to smile but as soon as she heard what Lily said. She quickly snapped out of the dream, and she looked at Lily with a chibi look on the verge of tears.

Lily was quick to look at her and she then realized what she told her. "Um... Neo?" Lily said as she looked ta Neo trying to calm her down. But Neo was starting to slowly get closer to her in her chibi state. Lily looked as she noticed that Neo was on the verge of crying.

As both of them seat up Neo started to lean closer to her. "Neo... no?" Lily said but Neo wasn't leasing. "D-Don't do it?" Neo lean closer. "Did I really do something wrong?" Neo then quickly got close to her and she sink her teeth in her shoulder. "OUCH!!" Lily screamed as she regretted what she said.

Meanwhile as Janne started to wake up she scratched her eyes, and still sounding sleepy she responded. "Morning." She then looked at Lily and Neo and she noticed a bite mark on Lily's shoulder. "What happened to you?" She said as she looked at Lily.

Neo pouted as she crossed her arms and looked away from Lily. Lily then looked at her as she touched her bite mark. "I said I was sorry?"

"BAKA!" Neo responded without looking at her. Janne smiled awkwardly as she crossed her legs. "Hehe. W-What fun." She then got up with her sleeping bag in hand. "I'm going to go get some breakfast. Want to come with me?" As they looked at Janne they nodded but Neo ignored Lily.

After eating they were heading to the Cliff. Janne walked ahead leaving Lily and Neo alone. "Are you still mad?" Lily said as she looked at Neo with a sad expression, and both her arms dangling. But Neo simply pouted. Just then as she was going to say something to Neo. Her scroll started ringing  she then looked at it and she smiled as she noticed that it was Roman. She then put it on video and Neo smiled as she looked at Roman.

"Hey Girl's!" He said as he smiled at them. "Hows it going?" 

"It's good. Hehe." Lily smiled pretending as she looked at him.

He then noticed that Neo was pouting as she looked away. He raise and eyebrow and he sigh. "Hmmm~ I sense a disturbance in the force, between the two of you." He said to them.

Neo then responded with an angry look, and still looking away. "NOTHING! Lily just being a BAKA!"

"I said I was sorry." She said as she sigh.

He then responded as he looked at Lily. "Okay tell me. What is wrong?" Just by looking at Lily he noticed that she wasn't feeling to good at Beacon. "..." She sigh as she told him about Ruby, and Yang being at Beacon. "Well no point in thinking about it. For now just don't let them get to you." She then nodded. "Haha. Good girl. I'll let you deal with Neo." She looked at him with a ticked off look. "Hey ! You started this so you fix it." He said as he politely hung up.

When she put the scroll she looked at Neo and sigh. "Okay what do you want? I know that when you get like this, is that you wan't something?"

Neo then looked at her as she smiled playfully and she stick out her tongue at her. "Nothing."

"Well I wasn't going to bay you anything anyway." She said as she stick her tongue out.

Both of them looked at each other ready to fight. The silent hang in the air they looked ready to fight. But they started smirking then turned to laughter. Lily then walked by her side. "Come on let's go?" Neo then wrapped her arms around Lily's left arm. "Right next to you partner." She then smiled playfully.

-Time skip- Brought to you by a chibi Lily arguing, with a chibi Neo as they walked of screen, and a chibi Zwei run's after them.- Beacon Cliff-

As all the students gathered at the Cliff. Ruby was looking around her surrounding trying to find her Sister, until she noticed her on one of the platforms that were on the floor. She then smiled and she waved at her with a smile on her face. Lily looked at her and simply gave her a death glare, she then looked away with a sad expression. As all the students we're standing on silver tiles in front of them was a mug-holding Professor Ozpin and Glynda with her tablet. He then started talking. "For years, you have trained to become warriors, and today, your abilities will be evaluated in the Emerald Forest." As he said that Lily started to remember the people she had to kill but she only thought about it. Glynda then spoke up. "Now, I'm sure many of you have heard rumors about the assignment of "teams." Well, allow us to put an end to your confusion. Each of you will be given teammates... today."

"What? Ohhh..." Ruby told herself and she started groaning.

Ozpin then spoke. "These teammates will be with you for the rest of your time here at Beacon. So it is in your best interest to be paired with someone with whom you can work well." Lily and Neo high five each other with a smile. Which caught the attention of Ruby and Yang. "That being said, the first person you make eye contact with after landing will be your partner for the next four years."

As he said that Ruby started thinking to herself  that if she would make eye contact with Lily she would be with her for the next four years. And that she would have enough time to be forgiven. "I cant fail."

Ozpin then sigh. "However I regret to inform you that their will be a two person team." Every student started whispering. "And their names are Lily Fall, and Neopolitan or Neo for short."

Ruby with a shocked expression mirrors her world as it started cracking like glass and falling apart. "Whaaaat?!" On the distance several girl's (Weiss, Blake, Janne, & Pyrrha) looked at  Lily hoping to start a team with her.

Ruby furiously raised her right arm and she looked at Ozpin to try and change his mind. "I demand to be on Lily's team!" She shouted getting the attention of Lily how simply got annoyed by just looking at her. "Yeah me to!" Yang said as she raised her arm.

Ozpin sigh as he took a sip of his mug and looked at them. "Denied. Ms.Ruby, and you to Ms.Yang." Ruby got surprised and shocked. "BUT WHY!?" Both of them responded. "Unfortunately it was a request from her, and I stand by her." He then looked at the rest of the students, and he cough. "Anyway let's star-"

At that moment an explosion was heard coming from the school as several Grimm started attacking the school. Every student looked at Beacon as they noticed the smoke. He then looked at the tablet and he noticed that a large amount of Grimm started attack the school. He then started thinking how did the Grimm breach the school. As several student we're getting worried Lily looked at Neo and she nodded with her. Lily then started walking to the school as she held Fall, & Disappear in her arms, and Neo at her side holding Hush with both arms and smiling. But Glynda then stopped them before they left. "Hold it! Where do you think you are going?"

Lily smiled as she looked over her shoulder at her. "I'm going to get rid of the Grimm." She said as she pointed one of her weapon at the direction of the school. As Ruby was going to stepped forward a shot was fired to the ground close to her legs. Ruby then noticed that Lily, how simply stared daggers at her. "I don't need YOUR."

"P-Please Sis let me help?" She said as she started to tremble.

Lily then scoffed at her. "I don't need YOUR help. So you and Bimbo stay away from me."

Janne then stepped forward. "C-Can I help? I'm pretty good with this." She said as she took out her weapon a sword and shield.

Lily turned her attention at Neo. "What do you think?" Neo smiled and responded. "The more, the merrier." She said as she looked at Janne.

Ozpin was surprised as he looked at Lily and how brave she was. He then looked at Glynda. "Send a massage to Port, and Oobleck and tell them to help Lily and test them." Glynda nodded as she started using her tablet. He then looked at Lily. "Ms.Fall? Please be careful."

"Yeah. Yeah." She then looked at every other student that was to afraid to even fight. "Lessen up! To those of you that can fight, then fight! The time is now to prove you are wordy of being at Beacon!" Pyrrha then smirked and she stepped forward. "As if I let you have all the fun. After all you are my rival."

"Will help to!" A girl with orange hair, and turquoise eyes said in a enthusiastic tone. While a girl with black hair, and pale pink eyes nodded with her. "Sorry about her. My name is Rei, she is Nora. And will help."

Weiss, and Blake stepped forward with weapon in hand. "Will help." They then smiled.

Ozpin was impressed that Lily took the initiative, and decided to take command. Lily then started to run to Beacon, with the students.

-Front Of Beacon Academy-

As one of the Grimm looked at the tower of the school, it was immediately shot in the head. As several other Grimm noticed it, they looked at the students and they charged at them. Lily then spoke. "I know that some of you are scared but don't be just trust your selves! Now Attack!" As the Grimm got close a battle ensued. As several Grimm started attack, Pyrrha steeped in and she trow her shield at one of them, she then used her semblance and called her shield back. Two other Grimm charged at her but she used her sword and stabbed two of them in the head killing them, she then aimed it at two Grimm that were charging at her in a strait line, she then rockets the javelin at them and it stabbed the two of them killing them. She then called her spear back and transformed it in to it's sword.

Janne along with Rei, and Nora were occupied by several Grimm. Rei was shooting at two Grimm that charged at her, and as one got close to her by the back it attacked her. But she quickly jumped back and at great speed she shopped it's head off. Two more Grimm got close but she used the blades on her guns and she stabbed their head and she pulled the trigger.

Janne was blocking the attack of a Grimm and she was managing her own. As she was going to attack the Grimm, it countered her by attacking her sides. But she looked and she blocked the attack just in time to get pushed back. As the Grimm stood in front of her it raised it's left claw just as the Grimm is about to hit her, Janne lifted her shield and block the swipe. She then uses the surprise defensive move to lean on the ground, push her shield back up, and she swing's her blade right through the Grimm's neck. The head then falls to the ground as the body slams onto the ground.

Nora then charged in to the Grimm with a smile on her face. As she slammed her hammer at three of them, she noticed as one of them jumped up in the air and it tried to attack her. But she lifted her weapon up in the air and she broth it down as soon as it got close, and it crashed to the ground. She then saw as a big Ursa got on it two legs and it to attack her pushing her back, but she also attack it. As the Ursa's lifted it's left claw and broth it close to Nora. She noticed it and she attacked back as her weapon connected with the Ursa's claw. As soon at the happen the weapon broke the Ursa's bone, it then got back as it cried out in pain. "Hehe." It looked as Nora started chuckled. Normally a Grimm cant feel fear but this one had fear written all over it face. "Now Grimmy let's play." She said as she smiled. She then raised her weapon upward and broth it down over, and over, and over again. Even the Grimm that were with the Ursa didn't want to fight Nora.

As Neo just finished killing several Grimm, she noticed that Lily was killing several grim. She then turned around and she noticed that Ruby, and Yang weren't doing nothing. So she approached them. "Hey!? Sick cows." They looked at her. "Are you going to just stand there, or are you going to help!" Ruby didn't respond. But Yang got agitated and her eyes got red, but she didn't respond. Neo then got up on Yang's face and she looked at her eyes. "What! You angry get over it! You don't scare me. I know what you did to Lily and I will warn you." She got close to Yang's ear. "If you try to hurt her I will K-I-L-L Y-O-U." Yang clenched her fist but she looked away, still remembering what she did to Lily. Neo then nodded as she smiled. "That's what I thought. So if all you are going to do is just stand there. Then you don't deserve to bee in this school." She then turned to the crowed, but not before responding to her one last time. "Bitch." She then left.

Yang then raised her voice. "Who the hell does she think she is!" She then looked at Ruby with her red eyes, and a furies look in her face.

Ruby then looked at Crescent Rose, and she looked at the Grimm. "I'm going to help!" She then charged at the Grimm leaving Yang alone.

"Ruby!" Yang tried to stop her but it feel on death ears. She then looked as she noticed her two Sister's fighting the Grimm. "... DAME IT!" She then charged at the Grimm.

As Lily, and Neo got back to back they were surrounded by Grimm. One of the Grimm charged at Lily and she pointed one of her gun at it, but it chomped on her gun but it didn't break it. Lily smiled evilly as she jammed the gun deeper down it's throat, and she pulled the trigger. The Grimm convulsed as it slowly and painfully stated to disappear. She then pointed her gun at two more Grimm that charged at her and killed them. As one more Grimm got close to Lily, Neo was quick took out the hidden blade from Hush and she trow it at it. As the blade got stabbed on the Grimm's chest, Lily as she had her back turned she pointed one of her gun at the Grimm's head and she pulled the trigger, she the grabbed the blade and she got back, to back with Neo, and she handed the blade at her. Neo looked over her shoulder as she looked at the Grimm. "Lily! There's to many of them!"

Lily looked at everyone that was fighting and she looked at Neo as she pulled the trigger at a Grimm that got close to her. "I have a plan!" They then dogged the attack of two Grimm and it feel to the floor. As the Grimm's were going to get up they stepped on them and they jumped to Port, and Oobleck that were still fighting. They then got back to back with them. Port responded as he shopped a Grimm in half. "Ms.Lily what is wrong?" Lily then responded to them. "Sorry professor's but I have a plan?" She then whisperer at Port, and Oobleck, as Port touched his mustache. He then leans back as he looked at her with a worried expression. "Are you sure about this? Your plan is quite bold." Lily nodded as she looked at him with a look of determination. "Okay then!" He then gave a hearty laugh, and he handed his scroll over to her. She then started talking as the scroll was connect with every students scroll. "Attention! My name is Lily Fall! To all the student that are fighting! I need you all to gather the Grimm at the Amphitheater A.S.A.P! That is an order!" She then handed the scroll back to Port. "OkayMs.Lilywillprotectthestudent." Oobleck said at great speed and Lily nodded. She then looked at Neo. "Come on i'll tell you my plan as we go to the amphitheater?" Neo nodded as she fully trusted her partner, they then started to run to the amphitheater. With some student right behind them.

-Amphitheater- Second Floor-

As several of the last remaining student maid it inside, Lily opened one of the window's and the student's started to escape from the Amphitheater. "Go? Go? Come on don't look back?" Lily said as the student's escaped. Yang stopped and looked at Lily. But Lily didn't have time to argue with her, or Ruby for that matter. "GO!?" Ruby and Yang hesitant at first didn't want to leave her Sister but they were rushed by other student's trying to get out, and they jumped. As the last student jumped Lily looked at Neo. "Okay you to?" When Neo got close to the window she looked at her partner and trusting her judgment. But before jumping she with her back still turned responded to her. "Be Careful?" She then jumped as Lily smiled at her. "Hehe. You get to worried to easily." As the last reaming Grimm entered the Amphitheater. Lily looked at the entrance and she used her semblance to supper heated two of her, bullet's that she had in her hand, and she changed their chapped to two spikes. She then send them directly at the entrance and she destroyed it. As the Grimm noticed that their was no exit they turned their complete attention at Lily as they growl and snarl at her. She then spin both of her guns and she put them away, smiled at the Grimm, and she slowly closed the only exit that was behind her. "Okay! Let me be the one to dance with all of you today!" She said as she extended both her arms outward.  All the Grimm's then charged at her, as her hair was covered her eyes, and she slowly smiled evilly.

"Hehe. Good more toy's I can break. Come to me my pets."

As the Grimm got close to her it quickly cut to the student's that were escaping, as they made their way away from the Amphitheater. Neo, Janne and several other students including Ruby, and Yang looked to the Amphitheater. Ruby, and Yang looked with a worried expression on their faces. But just as they looked at the Amphitheater a blinding light that engulfing the area was seen as it shined trow the windows, and the sealing of the Amphitheater. As several student were surprised and speechless by the light that looked so beautiful. Others where mesmerized and captivated by it butty. Ozpin was left speechless at what he was seeing, and Glynda staid at her side captivated by the light. Ruby looked at the light and she felt like it came down from the heavens them selves. As the light slowly disappeared and faded away Neo started running towards the Amphitheater.

-Small Skip- Inside the Amphitheater-

As Neo was making her way inside through the broken door, she noticed that all the Grimm we're gone. She then noticed that Lily was leaning with her back to the wall and cashing her breath. She then quickly got close to her, and she put one arm on Lily's back. "You okay." She said as she grabbed one of Lily's arm and she placed it across her shoulder. Lily smiled as she looked at her with one eye open and a smug look in her face. "I'm okay. hehe. I just never thought I would have to use 'that'?" Neo sigh as she smiled happily and she started walking with her. Lily then responded again. "Interesting school day right?" Neo nodded with a gentle smile. "HEY!?" They looked to the voice and they noticed that it was Pyrrha getting close to them. "Lily you okay?" Lily nodded as she was still cashing her breath. She then grabbed Lily's other arm and placed it over her shoulder. "Is everyone okay?" Lily said as she smiled at Pyrrha. Pyrrha then nodded and she smiled. "Luckily no one got hurt. So yeah everyone's okay." Lily smiled and she sigh as she was mostly worried about the students, except for two.

-Time Skip- Brought to you by a chibi Grimm looking at a chibi Zwei with a hungry expression. And it then cuts to the Grimm on the floor with two 'X's in it eyes, as Zwei looked over it, with a triumphant look in his face.

After the school was cleaned every student relaxed, as the faculty we're talking. After that all the student's gathered in front of the school were Ozpin was assigning the teams. He then looked at his scroll and he called the next students. "Janne Arc, Nora Valkyrie, Pyrrha Nikos, and Lie Rei. As of this moment you will be known as team JNPR. I hope that you all keep showing the same bravery that you use to protect the school." He then looked at Janne. "Your team will be lead by Janne Arc congratulation." As he said that Janne got nerviness but Pyrrha touched her shoulder and she smiled at her. On the distance Lily, and Neo started to clap for them.

Ozpin then looked at the next students. "Next! Ruby Rose, Weiss Schnee, Blake Belladonna, and Yang Xiao Long." They walked up to the front. Ozpin looked at Ruby, and Yang and he sigh disappointingly. "Ms Ruby, and Ms.Yang even though I didn't see you two fight as mush as the students. I hope that you all can grow strong as a team. As of this moment onward you will be know as team RWBY. Led by Ruby Rose." Weiss looked at Ruby with a look of disbelief but she then looked at Lily far in the distance and she noticed that she was clapping at her, and Blake. Which broth a smile to her face. Ozpin looked at the team. "I expect great things from you all." They then steeped back and they walked to the crowd. Ozpin looked at his scroll. "And last but not least. Lily Fall, and Neopolitan." Both of them steeped to the front. "For showing great leadership skills and tacking the initiative in a dire situation. You both have proven and have all the right to study at Beacon. As of this moment you will be known as team LN (Fallen). Lead by Lily Fall congratulations."

As soon as Ozpin said that students started clapping at them. But that only made Lily uncomfortable, but she then felt a small poke and she looked at Neo. "Can we go get some Ice cream? After all this is over." Lily smiled and she nodded.

As Ruby, and Yang wanted to talk to Lily they felt that at the moment they couldn't, so they then decided to by their time. So they simply looked at her with a sad expression. Yang looked and she felt more useless as she couldn't even help at all. Weiss, and Blake simply looked at Lily with a hunt of love in the air. But Neo stared daggers at them and they did the same to her.

Meanwhile as Ozpin was looking at Lily, and Neo he got a call from his scroll, and he answered the call.

"Hello Ozpin." A female voice responded in a sexy way.

"How do you keep getting my scroll number?" He said with a bored look in his face.

The voice chuckled. "Female secret. How did they do?"

"Well I can tell you that they pass." he responded.

"I see thank you Ozpin."

He then noticed that Glynda with Lily talking. ".... Cinder can I ask you for a favor?"

"Oh the mighty Ozma want's a favor from ME. That's new." 

"At least with what i'm going to tell you will help us in the long run."

"Very well tell me. What's on your mind?" He started talking to her as he walked away. From Glynda and the students.

Meanwhile as Lily, and Neo we're relaxing before going to the dorm. Two ravens looked at over them from the distance. As they gazed at Lily with their eyes. They looked at Ozpin how noticed them. The Ravens then looked back at Lily and they started flying away. As everything faded to black.