Upon landing on the rogue Airship, Ace and Ruby were instantly greeted by the giant Wyvern Grimm that roared and flew right past them, heading towards Beacon Tower. Not far behind it however, were multiple smaller Nevermores and Griffins, some of which landed on the ship with them.

Ace: "What in the hell..."

Ruby: "... C'mon, let's hurry this up so we can get back to the ground to help the others!" The blue-haired male looked at her and nodded.

Ace: "Lead the way, little sis."

With a smirk, Ruby nodded, and the two siblings charged forwards towards the Grimm that landed on the ship, slashing through them with ease. However, with the Grimm now gone, a new adversary approached. Feeling a presence behind him, Ace turned around and was surprised to see a girl wearing an Atlesian Uniform, holding up a Scroll. Just as Ruby turned around, she snapped a picture of the two, just as her pink energy began to surround her body as her appearance changed, to Neopolitan.

Ruby: "It's you!"

Ace: "You recognize her, Rubes?"

Ruby: "Yeah, she's Roman's henchman. Neo, I think her name is."

Ace: "Neo huh..." He hummed and stared at the ice-cream themed female. Their eyes locked for a moment as things began to click for him. Now that he thought about it, he hasn't seen that girl he met, Nea for a while now... It was a wild idea, but he had to know for sure. "You... Do we... know each other?"

The dual-eyed female seemed surprised and even seemed to show a bit of hesitation, but just ended up smiling in the end. She briefly changed her appearance to that of the girl Ace met, confirming his suspicions. She quickly changed back to her normal. The male was silent at the revelation, with Ruby looking at him in a bit of worry. She did notice how her brother seemed to love interacting with the girl, even if they were short lived. He sighed.

Ace: "I see... But even then, despite this reveal, I did enjoy our interactions, Neo." The female was surprised by this. "By the end of this war, I hope we can be on the same side." Neo was confused. Why... didn't he hate her? He was supposed to hate her guts for lying to him! For playing with him! It left her conflicted, but she quickly shook her head and clicked the send button, sending the photo to her boss.

Roman, who was on the bridge of the airship, noticed the picture of Ruby and Ace popping up on his scroll, causing him to growl in annoyance.

Roman: "Oh you can't be serious!" Grabbing his Scroll and his cane, Melodic Cudgel, he quickly began to head towards the current battle.

On the ground, Blake stood, frozen in fear as she watched her former partner, Adam Taurus, staring at her from inside of the cafeteria, with his weapon, his Katana and Shotgun-Sheath known as Wilt and Blush in hand. Slowly, she began to back away while trembling.

Adam: "Running away again? Is that what you've become my love? A coward?"

Blake: "Why are you doing this!?"

Adam: "You, me and Akito were going to change the world, remember? We were destined to light the fires of revolution!" He then unsheathed Wilt as he pressed his foot against a civilian's chest. "Consider this a spark."

Just as he was about to drive his Katana downwards to stab the civilian, Blake quickly intervened and parried Adam's sword with hers. She glared up at him, with wavering determination.

Blake: "I'm NOT running!" He merely smirked and stared down at her.

Adam: "Without your boyfriend here to protect you, you will..." She flinched slightly from him mentioning Akito before she was kicked back by him. She was so distracted by him that she didn't even notice a Grimm sneaking up behind her and attempting to pounce on her. However, Adam quickly shot it down with Blush. "But not before you've suffered for your betrayal, my love."

>Chapter 29: The Maidens<

Beacon Courtyard...

With Weiss and Akira, the two of them, along with Teams, SSSN, JNPR, BRNZ, ABRN, CFVYY, FNKI and Akira's teammates Lapis and Saria were all fending off against the rogue Atlesian Knights and any stray Grimm that gets near them but suddenly, two rogue Atlesian Paladins appeared. Upon seeing them, Coco lets out a sigh.

Coco: "I guess now's a better time than any Velvet!" Velvet looked at her leader, slightly shocked and excited.

Velvet: "Really!?"

Coco: "Just make them count." She smiled. While the brown-haired Faunus was distracted however, an Atlesian Knight tried to shoot at her back. However, it was quickly destroyed by an Ursa Major, with its eyes glowing green as it was one of Yakumo's summons. He quickly looked at his girlfriend through his Grimm-afied eyes.

Yakumo: "Don't just stand there, babe. Let her rip!" With a big and excited grin, Velvet quickly nodded her head before she regained a serious expression and began to walk towards both Paladins.

Weiss: "What are you doing!? She's going to get hurt!" She yelled out towards the two as Akira just raised his hand in front of her, keeping her from doing anything. Coco and Yakumo merely shared a smirk.

Coco: "Just watch."

https://youtu.be/F3BzzNjLh8o

(Play Song)

When Velvet stopped in front of the Paladins, she held her hand out to the side as her camera, Anesidora created a Hard-light Dust copy of 'Crescent Rose' into her hand. As a paladin shot at her, she jumped up into the air, and in a similar fashion to Ruby, slashed down on the Paladin. Then 'Crescent Rose' disappears and is replaced with 'Myrtenaster'. The Paladin tried to punch her but Velvet, in a similar fashion to Weiss, parried it.

Then she made multiple thrusts and slashes to the Paladin's cockpit before switching to 'Ember Celica' and punching it back. Then she fired off two shots at the paladin similar to Yang and the paladin attempted to attack her, but she rolled out of the way. Then 'Ember Celica' disappears and is replaced with 'Gambol Shroud'. She then latched the end of the ribbon onto the arm of the paladin before swinging around it, wrapping the ribbon around it and knocking it down. The second paladin tried to attack from behind, but she slashed its right arm, damaging it before shoving the blade into the cockpit.

Weiss: "Woah..." She said in complete and utter shock, witnessing the skill that Velvet possessed and the capabilities of her weapon for the first time.

Akira: "Huh... Hardlight Dust, right? That's some rare shit. Did she get it from Atlas?" He asked to which Yakumo nodded.

Yakumo: "Velvet's father's an Atlesian scientist and helped her in creating her weapon, Anesidora. And along with her Semblance of Photographic Memory, she's able to turn everyone's different fighting styles into her own."

Akira: "Mm... Impressive."

Coco: "Damn straight, she is! Go Velvet!" She hyped up her teammate with a big grin on her face.

Velvet had swapped weapons, this time to Akito's 'Alpha' as she quickly fired multiple shots at the Atlesian Paladin, causing it to stagger before she converted it to sword mode and in a similar fashion to the former Wolf of the White Fang, made a swift dash towards it, slashing it along its side. Instantly, she swapped weapons again, this time to Setsuna's 'Ice Wolf Claws'. She mimicked Setsuna's behavior, yelling out in aggressiveness as she blasted herself and latched onto the Paladin's remaining left arm, rapidly digging the claws into its shoulder joint before ripping off the left arm. Just as she jumped back, she rushed at the paladin with her switching weapons to Ace's 'Liberator', with her quickly sliding underneath the armless paladin and hooking its blade around its left leg and tripped it before she drove the blade right into it.

Just as the second Paladin tried to attack her, Velvet quickly dodged out of the way, with Akira's 'Harvester' quickly manifesting. She made a single dash towards the Paladin, twirling the holographic scythe as she struck it in its core center, causing it to stumble back. She quickly swapped weapons to Saria's 'Fox's Eye' as she aimed down sights and fired a few shots, aiming for the joints. Sparks began to fly from the Paladin's sparks as it suddenly aimed one of its ranged weapons at her. Just as it fired, she rolled out of the way and changed her weapon to Lapis' 'Staff of Akua', in Naginata form. He quickly sprinted forwards and stabbed the blade right into the Paladin's left arm, causing it to short circuit.

With the 'Staff of Akua' disappearing, in comes Coco's 'Gianduja' and Velvet began to fire endlessly at the Paladin before it tried to fire off missiles. Velvet jumped out of the way and slammed the Paladin with Sun's 'Ruyi Bang and Jingu Bang' in staff mode then another, this time with Nora's 'Magnhild', and for one more strike, recreated her boyfriend, Yakumo's weapon, 'Grimm's Genesis' in blade form and quickly dealt a dual slash at the Paladin. Then Velvet took a very familiar stance, one similar to Penny's as Anesidora created a copy of 'Floating Array'. She then jumped off the paladin and sliced off its other leg then sliced its cockpit again before backing off and changing her weapon one final time to Maya's 'Twin Buster Rifle'. She combined the two Rifles and aimed at the Paladin before firing off a massive, now blue beam, completely engulfing it and destroying it. Once it was over however, the first paladin suddenly got back up on its feet and punched Velvet away.

Yakumo: "Velvet!" he called out to her as Coco gritted her teeth and began to fire off rounds at the paladin alongside Neptune, Reese and Nadir. Yakumo quickly dashed forwards, with Akira as the two began to tag team the Paladin, attacking it from both sides and keeping it off balance.

Weiss however, seemed to have enough and using her Glyphs, began to run circles around the Paladin but as she did this, that same Glyph with the four swords appeared behind her and began spinning much to her surprise. She got in front of Velvet as the Paladin turned to her and held Myrtenaster out to block the Paladin's incoming punch, but something blocked it for her.

Weiss: "Huh?" Looking back to the Glyph behind her, she realized that a giant arm, holding a large broadsword, blocked the attack. As the sword was holding off the Paladin, Akira took the chance to end it as he leaped up, his Cryokinesis Semblance creating Icicles that froze the Paladin's feet to the ground. And with a grunt, he spun down like a buzzsaw, slicing the Paladin in two with Harvester.

Akira: "You two alright?" He looked back at the two. Weiss just smiled and nodded.

Weiss: "Thank you." She said before looking up at her summon, which disappeared. Yakumo slid next to Velvet, with him returning back to his normal state and crouched next to her, taking her hand. She reassured him with a gentle smile, to which he sighed but smiled back at her.

Yakumo: "You were hot out there by the way." She Faunus blushed quite heavily but laughed lightly and smiled brighter at him.

Velvet: "Thanks." Unfortunately, the victory was quickly ruined as the ground began to shake. Everyone turned to see a more advanced looking Paladin running straight at them.

Sun: "Oh, you've got to be kidding me!"

Xxxxxxxxxxxxxxxxxx

Beams and sparks flew across the dark sky as the two official Gundam Meisters, Akito and Maya with their suits Exia and Wing Zero were battling against Mio and Jet, with their Eclipse and Epyon Gundams respectively.

The Eclipse aimed one of its Jinrai Beam Rifles at the Exia and fired, but the blue and white melee-focused Gundam quickly dodged out of the way before retaliating with a horizontal slash with Alpha, forcing the Eclipse to Block with one of its Beam Shields.

Akito (Exia): "We don't have to do this, Mio! Drop your weapons and stand down! We can work together!"

Mio (Eclipse): "But we can't! Not now at least... I can't betray him... I can't leave him to die like he is now!"

Akito (Exia): "I know you like Adam, but he's a lost cause! There's no saving someone who doesn't want to be saved!"

Mio (Eclipse): "You don't know ANYTHING Big bro!" She suddenly raised her voice and pushed him back with a sudden strength that the male wasn't expecting. Then She fired at him again, aiming at the right side. However, this was a massive problem for Akito as he still couldn't see out of his right eye, so he failed to block it in time, causing the beam to collide with Exia's right shoulder. He grunted as he was pushed back. "You and Blake keep saying he's unsavable... But I will do something! You bet your ass that I'll save him! Even if I have to die trying! He deserves a second chance in this world like everyone else!"

Winter: "M-Mio..."

Autumn: "S-She's really serious about this, isn't she...?"

Akito was silent, hearing the sheer resolve in his sister's voice. But he sighed. He knew it was futile to argue with her further, so he focused on the fight ahead of him. However, he noticed a sudden change in Mio's attacks. She specifically began to aim at his right side, putting him at an awkward disadvantage as he'd have to force himself to essentially, blindly parry with his right arm. Because of all of that, he was being pushed back, before eventually, Mio kicked him back, causing him to grunt and go crashing down into a tree.

Spring: "Big Bro!"

Akito (Exia): "Shit... I still can't see out of my right eye..."

Meanwhile, Jet launched Epyon's Heat Rod, which superheated and began to glow red at Maya, who was rapidly approaching with Wing Zero, dodging the whip before firing her Clavicle Machine Guns at the black and red Gundam.

Epyon swiftly dodged the barrage of fire before charging forwards, Beam Saber in hand. Wing Zero's left shoulder pad quickly opened as it grabbed its Beam Saber in return. The two winged Gundams quickly exchanged slashes with each other before coming to a saber struggle, with them seeming to be evenly matched.

Maya's thoughts: "How is this possible!? The enemy having their own Gundam that I've never heard of!?"

Jet (Epyon): "I know what you're thinking." The armored blonde, yelped as she was suddenly pushed back into the side of Beacon Tower. Epyon pointed its Beam Saber at the Wing Zero's head. "Let's just say, you're not the only ones with access to this type of technology."

Maya was taken by surprise. If they had access to the technology and blueprints to create their own Gundam, then whoever had them must have been a genius on the levels of the Atlesian Scientists. But she couldn't put her finger on who it could be. But she could worry about that later. She had to get to the General and fast! She gasped as Epyon began to thrust its Beam Saber right towards her head, but she quickly maneuvered, activating Wing Zero's thrusters and narrowly dodging the attack, forcing Eypon to stab the tower instead. Jet released an annoyed scoff as he turned around quickly to spot Wing Zero thrusting its Beam Saber forwards. The Eypon quickly raised its shield and blocked the attack but was pushed back. Maya kept the pressure on him and charged forwards, swinging down on him and forcing him to parry with his Beam Saber.

Maya (Wing Zero): "It doesn't matter right now. All that matters is that I defeat you!"

Jet (Epyon): "Tch... In your dreams."

The clash continued in the air, with the two winged Gundams going at it at full force with their Beam Sabers and Shields, blocking and counter striking each other. Wing Zero made a wide slash that Epyon easily evaded, before retaliating with its own strike, forcing the blue, red and white Gundam to block with its Shield. With a yell, Maya thrusts the saber forwards, aiming to strike the Epyon. However, it dodged, quickly. Almost too quickly to be a normal human reflex. She was taken by surprise but quickly turned around and blocked a strike that sent her flying back. Gritting her teeth, Maya stopped herself but gasped as the Epyon was already in front of her. She tried fire at it with the Wing Zero's Machine Guns, but again, it was as if Jet had predicted what she'd do as he had managed to dodge before she even started firing and thrusts Eypon's sword forwards, forcing the female to narrowly move her head to the right, but the blade ended up destroying the left machine gun and Wing Zero's left 'ear'.

Maya (Wing Zero): "What the heck are those reflexes!?"

Jet (Epyon): "That's the E.P.Y.O.N System for you! It allows me to see every future move you'll make and predict the one you'll use! You can't beat me in that incomplete suit of armor!" Maya was completely taken by shock. What he described was exactly what Wing Zero's Z.E.R.O System was meant to do. However, due to complications, it was heavily incomplete and wasn't tested. So, she was strongly advised to NOT attempt to use it, until it's been completed. But this guy, who ever created the Epyon was able to figure out the Z.E.R.O System and create a perfect duplicate of it with no issue!

Maya (Wing Zero): "G-Gahh!!" She suddenly yelled in pain as the Epyon Whip wrapped around her waist and began to superheat Wing Zero's waist, slowly melting through the armor.

This was bad. If she couldn't break out now, she'd surely be destroyed! She could only think of one solution to get out of this situation... Wing Zero's Ace in the hole. She glanced over to the left side of the interface, spotting some small lettering that said... 'Self-Destruct'. Was she really going to go through with this? This feature is to make sure the Wing Zero, the most powerful Gundam Atlas created, would never fall into enemy hands... But if she were to use it, she'd be able to take out the Epyon as well. Before she could think about it however, Jet suddenly grunted as a series of beams collided with Epyon's back, staggering it and freeing the Wing Zero.

Akito (Exia): "Maya!" She gasped as she saw the Exia, which was a bit beaten up as it had lost its right shoulder pad, quickly made its way over to her. "You okay?"

Maya (Wing Zero): "Y-Yeah, just a bit shaken up." The two hovered side by side as the Epyon and Eclipse hovered in front of them. Jet was about to charge back in... when Cinder's face suddenly appeared on Epyon's interface.

Cinder: "Jet."

Jet (Epyon): "I'm busy right now. What is it?"

Cinder: "Go and meet up with Emerald and Mercury. The chaos has reached its peak. We'll be retreating soon after I claim my prize." With that, she ended the transmission with a set of coordinates. Jet remained silent before sighing. The Beam on Epyon's Saber disappeared before it holstered it on its right side-skirt, taking the others by surprise.

Jet (Epyon): "You got lucky. Next time, don't count on it." he said before turning around and quickly blasting off into the distance. Maya released a big sigh, seeming to be exhausted.

Akito (Exia): "Maya, go on ahead." he looked towards her; the female being surprised by this. "You were going after Ironwood, right? Then go! I'll handle the Eclipse Gundam." He said, handing the armored female back her Twin Buster Rifle. She was a bit silent before she nodded in a thankful manner and took her weapon back.

Maya (Wing Zero): "Thank you, Akito. I owe you one for this!" She said before Wing Zero Transformed into Neo Bird Form and quickly flew off. Mio saw this and gritted her teeth as she aimed both Jinrai Beam Rifles at the fleeing Wing Zero but was quickly stopped as Exia had tackled the Eclipse Gundam from behind, slamming it into the side of the tower, forcing the female Wolf Faunus to grunt.

Akito (Exia): "You're fight's with me, Mio. Not her." He said, GN Shield on his left hand and Alpha in blade form pointed at the armored female. She scoffed.

Mio (Eclipse): "You..." With a yell, she charged with both Beam Sabers in her hands now.

Xxxxxxxxxxxxxxxxxx

On the rogue Airship, Neo was holding her own against both Ruby and Ace. While it seemed like Ace was slightly pulling his punches, as he wasn't even using his Semblance against her, Ruby wasn't as she seemed to be hyper aggressive in her attacks. Eventually, she tossed Crescent Rose, which began to spin around like a dangerous buzzsaw, forcing Neo to quickly backflip. Ace immediately followed up with him firing a shot from Liberator, which broke right through Neo's Semblance, Overactive Imagination, revealing Roman, with him aiming his Melodic Cudgel and firing off an explosive shot, which Ace instantly slashed in half. The two teens looked towards the ginger-haired thug, with him wearing his classic smug grin.

Ace: "Tch... You..."

Roman: "Yes, it's me! Little Red, Little Red... You are just determined to be the hero of Vale, aren't you?" He said, looking towards the young Huntress in training.

Ace: "Cut the bullcrap, Roman! What the hell are you doing!?"

Ruby: "Without these ships, the Grimm will destroy everything!"

Roman: "That's the plan!" He sang.

With a yell, Ruby charged straight towards him and began to rapidly swing Crescent Rose at him. However much to her surprise, he was managing to dodge and parry each strike, even managing to catch her off guard with a few counter strikes as well. Ace was about to rush in to help his sister, but was stopped as Neo hooked her umbrella, Hush onto his hoodie and pulled him back, facing him towards her. He gritted his teeth in frustration.

Ace: "I don't want to fight you, Neo. I have no reason to fight you!" The ice-cream themed girl looked annoyed and instantly charged towards her former 'friend'. She quickly began to strike at him, forcing Ace on the defensive as he was blocking and parrying each strike of Hush with Liberator. While the female's attacks were relatively light compared to someone like Mercury, her attacks however were much faster and more frequent, forcing him to be on his toes even more with her. It was to the point that she was beginning to push him back!

Ace grunted as Neo did a graceful backflip, kicking his chin and making him stumble back. As he regained his composure, he was immediately tripped by the female, making him lose grip of his weapon. With a groan, Ace was slowly starting to get back up, only for Neo to suddenly pin him down, with a thin blade popping out of the tip of Hush's umbrella casing. She pointed it at his face as she stared into his eyes with her own.

Ace: "Neo..."

Her expression seemed unreadable but in reality, on the inside, she was hurting that she had to fight him. She really did enjoy their fun little moments during the Vytal Festival. But alas, they were on opposite sides in the end. The two heard a grunt from Ruby, causing them both to look back to see her getting knocked back by Roman.

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

Roman: "You're asking the wrong question kiddo! It's not what I have to gain, it's that I can't afford to lose!"

She attempted to swing at him but Roman had dodged her strike and hooked Melodic Cudgel around Crescent Rose before kicking Ruby in her back, knocking her weapon out of her hand, where it would soon hook itself onto the edge of the ship. Now without her only method of defense, Roman made quick work of Ruby, slamming his Melodic Cudgel on the ground and firing it, causing it to bounce up and strike Ruby right in the chest, causing her to stumble back. He quickly caught his weapon back before firing another shot at her, this one connecting and sending Ruby flying off the edge.

Ace: "RUBY!" he called out to her but grunted loudly in pain as Neo had stomped on his ribs, looking coldly down at him. He was holding onto his chest, writhing in pain as Neo began to walk towards Ruby, who was hanging off the edge via Crescent Rose.

Roman: "I may be a gambling man, but even I know there's some bets you just don't take." With a smirk now on her face, Neo began dragging Hush's blade against the ground as she approached Ruby, before pointing her blade right at her helpless expression. A Griffin tried to attack Ruby, but she managed to easily kick it away from her before turning her attention back to Neo, but upon doing that, she noticed a small switch on her umbrella. "Like it or not, the people who hired me are going to change the world. You can't stop them. I can't stop them! You know the old saying, 'If you can't beat them-'"

Suddenly with swift movements, Ruby reached up and clicked the button on Neo's Hush, causing it to open up. The dual-eyed female gasped in shock as she was suddenly swept off the ship by the high winds and began flying off into the cloud of Grimm. Seeing his partner leave his sights, Roman was too shocked.

Roman: "NEO!!!" He suddenly grunted as Ace kicked the man in his side, causing him to stumble away and allowing Ruby to jump back up. However, with Liberator back in his hands, Ace looked out to where Neo flew off and managed to spot her, desperately clinging onto her parasol as she was doing her best to kick away any Grimm that tried to get near to her. He then took a deep breath.

Ace: "Rubes, can you handle things here by yourself?" The argent eyed girl looked confused for a second but noticed how he was still staring in Neo's direction. She had a feeling she knew what he was thinking and thought about it for a hot moment before nodding and smiling.

Ruby: "Go on. I'll be fine." The blue-haired male looked to his younger sister and flashed her a smile before nodding. With him getting a running start, he leaped off the edge of the ship and fired Liberator behind him, sending him flying towards Neo's direction.

Roman: "You... damned!" Ruby looked back towards Roman, with her narrowing her eyes in anger.

Ruby: "I don't care what you say! We WILL stop them, and I WILL stop you! BET ON THAT!!!"

She charged the mobster without her weapon, using her Petal Burst to zip around in a swift zigzag. Roman gritted his teeth as Ruby lunged at him but at the last second, he fired a shot from Melodic Cudgel and suddenly batted it right at her, striking her and sending her flying back. Just as she was regaining her composure, Roman began his assault, striking her repeatedly with his cane while she was defenseless without her Crescent Rose. He eventually fired a shot point blank at her, causing her to fall back onto her back and groan in pain.

Roman: "Ya got spirit Red, but this is the real world!" He struck her suddenly with Melodic Cudgel. "The real world is cold!" He struck her again... "The real world doesn't care about spirit!" He was about to strike her again, but she kicked him in the shin, causing him to stumble back. She slowly began to get back up. "You wanna be a hero!? Then play the part and die like every other Huntsman in history!" He struck her once more... "As for me, I'll do what I do best. Lie. Steal. Cheat! And survive!"

Just as he was about to strike her again, a Griffin suddenly landed behind him and bit down right on him, killing the Mobster instantly. Ruby looked in shock but had no time to remain surprised as the Griffin screeched at her, ready to make her its next meal. Ruby tackled this head on and charged the winged Grimm, which charged straight back at her. However, at the last second, she leaped over and kicked off of its head, causing it to tumble forwards and crash into the Airship's bridge, where it exploded with the Grimm. Now with the Bridge destroyed, the Atlesian Airship's engines suddenly stopped working as it was quickly going down.

Quickly thinking of a way to get down, Ruby spotted her weapon, Crescent Rose, still embedded in the edge of the ship's bow. Quickly, she began dashing towards it as the airship was going down, explosions chasing her as the airship was destroying itself from the inside out. Just as she made it to her weapon, she grabbed and leaped into the air, moving swiftly past a bunch of Griffins before she stood herself on her weapon's blade and began firing multiple shots, using its recoil to get down from the high altitude safely. As she landed, she looked up into the sky and watched as the airship was coming down, with black smoke and orange flames bursting from its hull. She then looked off in the other direction, where her brother went off after Neo.

Ruby: "Ace..."

Xxxxxxxxxxxxxxxxxx

With the Huntsmen in the city, Qrow, Glynda and Dante continued to take out multiple Atlesian Knights until someone suddenly shot them all down at once. When they turned around, they were surprised to see that it was Ironwood and his clothing was mostly ripped away, revealing his metal components. He finally Pistol whipped a few before holstering his Due Process and addressing his fellow Huntsmen.

Ironwood: "This area is secure. We need to-" He was suddenly interrupted by Qrow holding down the trigger of his sword, Harbinger, causing the gears to turn in it and for its blade to curve upwards and handle to extend, revealing its legendary Scythe form.

Ironwood: "Qrow! This isn't my doing!"

Qrow ignored him and ran at him, his glare ever present. Ironwood turned his revolver around and got ready to fight but Qrow jumped up into the air and was seemingly aiming for something else. Ironwood turned around to see that Qrow was charging a Griffon. Once up close, Qrow sliced the Griffon in half and looked back at the half-metal general.

Qrow: "Hmph. You idiot. I know you didn't do this."

Dante: "So, what now? Cause we can only keep beating down on your shitty bots for so long you know." He said while stabbing his sword into the ground and leaned against it. Ironwood sighed before addressing them all again.

Ironwood: "Someone's done the impossible and gained control of my machines, and that enormous Grimm seems to be fixated on the school. Glynda! Form up with the local Huntsmen and establish a safe zone here in Vale." The blonde woman nodded. "We need to evacuate Beacon. Qrow and Dante, I'm leaving that to you two and my men. I still need to get to my ship. "

Just as he said that however, they all looked up to see the airship crash landing into Vale.

Dante: "Well... at least it won't be much of a walk." He said in a half joking tone, as Ironwood just sighed. The sounds of thrusters got closer as the Huntsmen spotted Wing Zero, quickly approaching. It transformed back to humanoid form and landed in front of Ironwood, with its helmet disappearing, revealing Maya's face.

Maya: "General! You're okay!"

Ironwood: "I am, Maya. Good work out there." he smiled. "Is Wing Zero still fully functional?" She nodded. "Good. Head back to Beacon and join up with your friends. Help evacuate the school."

Maya: "Understood sir!"

Xxxxxxxxxxxxxxxxxx

Akito, who still had on the Exia was taking his sister on a wild goose chase, as he was constantly evading her by flying around Beacon Tower and dipping down into the fairgrounds. The Eclipse Gundam wasn't far behind, rapidly firing shot after shot from its Jinrai Beam Rifles to try and hit the Exia, but each shot would miss from Akito's superb dodging.

Mio (Eclipse): "Stop running!" She exclaimed and fired a concentrated beam at him. Akito turned and managed to block the attack with the GN Shield but was pushed back with a grunt. "You're mine!"

Akito suddenly gasped as he was blinded by a bright light coming from the Eclipse. Mio had activated her Semblance, known as Blinding Eclipse, which had created a blinding light to stun her brother. Unsheathing both Type 72 Beam Sabers, The Eclipse Gundam began to bombard the Exia with multiple strikes, forcing the blue and white melee Gundam into a defensive position, with its shield and Alpha up. With each impact, Akito would let out a grunt as she felt himself being pushed to his limits.

Akito's thoughts: "Tch... She's way more aggressive than she was before... I don't know how much longer I can take this..."

Mio (Eclipse): "Everyone keeps saying the same thing over and over again... I'm fighting a losing battle. My hope's misplaced. There's no way Adam could be redeemed... But they're all wrong! Everyone deserves a second chance and I intend to give him that second chance!" She suddenly did a strong cross slash, completely tearing right through and destroying Exia's GN Shield. "And if you're going to be in my way, then so be it! I'll just strike you down here and now!"

She yelled as she made a final swing down, aiming to let this end the fight. Akito gritted his teeth before he suddenly yelled...

Akito (Exia): "Turn bright red, EXIA!!!"

https://youtu.be/mO7FDs_q_og

(Play Music)

Just as Mio's attack was about to connect, Exia responded to Akito and began to glow bright red before it suddenly sped out of the way of the attack, causing Mio to widen her eyes in complete shock.

Mio (Eclipse): "What!? Is that...!?" She quickly turned around as she spotted, charging head-first towards her, was none other than the Exia, with Trans-Am activated. "... The Exia!?"

Akito (Exia): "I understand your determination and drive, Mio. However, you're going to have to do a lot better than that to strike me down!"

Mio (Eclipse): "Tch... Big Bro!!!" With the Eclipse pointing its Jinrai Beam Rifles, it began rapidly firing off beam after beam at the charging Exia, which simply dodged thanks to the increased maneuverability it obtained from its Trans-Am. This was a speed that Mio had never seen the Exia travel at before, causing her to start panicking slightly as she couldn't hit it. "I-It's too fast!"

Akito (Exia): "Is that all you got, Mio!?" With its eyes glowing, the Exia fired a single shot from Alpha's rifle mode, forcing the Eclipse to activate its beam shield and block, but the shot itself pushed the Gundam back a bit, thanks to the overall increased performance of the armor. Mio was growing more and more frustrated, with her gritting her teeth under the Eclipse's helmet.

Mio (Eclipse): "Damn you!!!" With both Type 72 Beam Sabers in hand, the Eclipse charged at the raging Exia. With Alpha now in sword mode, Exia clashed with its rival machine.

Both Suits of armor were bouncing across the sky as blue and red streaks of light respectively, trading strike after strike as sparks flew off of each other from each impact. Suddenly, Mio activated her Semblance once more, flashing a bright light in Akito's face, blinding him and allowing the Eclipse to get the upper hand for a brief moment and dodge a slash from the Exia, before appearing behind the melee centered Gundam. It attempted to slash down, but Exia reacted in time and blocked the strike with Alpha. It tried again, this time from the left, but was instantly met with a kick to the abdomen by the Exia.

Mio's thoughts: "I-I can't beat him...!" The Exia was rapidly striking the Eclipse from all sides with Alpha, giving it no time to even recover. "I-Is this what it's like fighting Big Bro when he's not holding back...?? I.. can't even touch him!"

Akito (Exia): "Now you see Mio!?" The armored female's eyes widened as Exia was right in front of her now, with it holding its arm out to the side, with Alpha's blade suddenly being engulfed in a mixture of Fire and Ice. "You are incredibly strong and loyal! But if you really want to save Adam and the rest of the White Fang, then your resolve and determination has to match said strength as well!"

With one final strike, the Exia struck the Eclipse Gundam right alongside its chest, causing a small explosion from the area of impact, which caused the Eclipse to shut down and for it to start falling. Mio remained inside of the suit of armor, speechless as the image of her armored brother was getting further and further...

Mio's thoughts: "B-Big... Bro..."

Akito watched silently as the Eclipse plummeted to the ground. He sighed lightly but then looked to his weapon, seeing it coated in those elements. If he had to guess, this was the 'magic' Ozpin said he and his sisters inherited from him and if that was the case, it really amplified his strike more than he anticipated it to.

Summer: "Big bro..."

Akito (Exia): "I'm fine... Just wasn't expecting that, is all." he said before suddenly, a transmission opened on the interface of the Exia. it was none other than his... true father, Ozpin. "Father?"

Ozpin: "Akito, make your way to the Vault now! Ms. Nikos will be there too!" His transmission to his son ended quickly as Akito's eyes widened. Then his expression returned to one of determination.

Akito (Exia): "You girls ready?" There was a small brief of silence before he got his response.

Autumn: "Always ready."

Spring: "We'll be right here with ya, big bro!"

Summer: "Let's head over to our father and help him out."

Winter: "And let's help out Pyrrha too." The male smirked as he turned towards the direction of Beacon Tower.

Aktio (Exia): "Then let's move!" he said, with Exia's eyes glowing brightly as it blasted off towards Beacon Tower, leaving behind after images as its Trans-Am carried it to its destination.

Xxxxxxxxxxxxxxxxxx

The battle in Beacon's Courtyard had finally ended. Now with the rogue ship destroyed, all the Atlesian Knights and Paladins deactivated. With Weiss, Akira and the other teams, the paladin that was running at them, suddenly shut down and fell over. With a long and tired sigh, Weiss leaned against Akira for support who merely sighed out of slight relief and rubbed his forehead. Looking around, the others were also exhausted from the long fight and were taking this time to catch their breaths.

Sun: "Eh, that went better than expected."

Yang: "Weiss! Akira!" The two turned to see Yang and Setsuna both dashing towards them

Setsuna: "Are you two, okay??" The black-haired male merely gave a small thumbs up.

Akira: "Just fucking dandy."

Weiss: "Shut up..." She elbowed him, annoyed by his response.

Akira: "You have enough energy to scold me? I'm shocked..." He said with a sarcastic tone while Weiss just rolled her eyes."

Yang: "Have you two heard from Ruby or Ace!?" The two just shook their heads, "What about Blake and Akito?"

Weiss: "Akito went after the Meister of the Eclipse Gundam. They flew off somewhere. For Blake, she went after some Grimm in the Cafeteria and an alpha for the White Fang." Setsuna's eyes widened in surprise. If Akito had went after the Eclipse Gundam, it meant that Mio was here. And if Blake went after an alpha for the White Fang... connecting the dots was easy for Setsuna, who's eyes widened in horror as she realized who Blake ran into.

Setsuna: "Oh no... We need to go find Blake, now!" She quickly said to Yang, who was a bit startled by her sudden stage of urgency but nodded. She looked back towards Akira and Weiss.

Yang: "You two meet up with Ruby and Ace. We'll go meet up with Blake." All Weiss did was give a tired thumbs up while Akira just nodded with a sigh. Swiftly, Yang and Setsuna began to run off towards the direction of the cafeteria.

Weiss: "You really are an asshole when you want to be... you know?" She said in her tired tone, to which the male rolled his eyes and shrugged his shoulders.

Akira: "So I've been told, Ice Queen."

Weiss: "Hey!"

Xxxxxxxxxxxxxxxxxx

Down in the vault, Ozpin, Pyrrha and Jaune, who followed them, were booking it down the hallway as fast as they could. The blonde male was surprised by this place he's never been to or even heard of.

Jaune: "What is this place?"

Pyrrha: "It's... a type of vault."

Jaune: "You've... been here before?" Pyrrha didn't respond but just looked away. "What would this school need to... hide...?" His voice slowly trailed off as his eyes widened. They had finally gotten to the end, where Jaune saw the two pods and Amber, lying dormant in one of the, "What...? Who...?"

Pyrrha: "Jaune..."

Ozpin: "Pyrrha. Get to the pods." He quickly said. The redhead took another look at her team leader before rushing over to the pods. Ozpin looked towards Jaune now. "Mr. Arc, if you'd like to help, you can stand guard here."

Jaune was a bit hesitant and suspicious about all of this but in the end complied with his request and raised his shield. Ozpin began to press some buttons on the console, linking the two pods together.

Pyrrha: "What do we do now?" The headmaster sighed.

Ozpin: "'We' do nothing." he said as the second pod opened up in front of her. "You, Ms. Nikos, have a choice to make."

Pyrrha: "Well what about Akito?"

Ozpin: "I already sent him a transmission to come here. We can't wait any longer. You have to make your choice carefully now." the redhead remained silent. She took a glance at the empty pod... then at her leader who she's grown so fond of over these semesters at Beacon. A tear fell from her eye, but she made her decision. She wiped the tear away and quickly stepped into the empty pod.

Xxxxxxxxxxxxxxxxxx

Blake and Adam were still having their battle within the burning cafeteria, but it was obvious who had the upper hand. Blake seemed to be more on the defensive, blocking and attempting counter strikes but Adam didn't even look like he was trying as he effortlessly would thwart the feline's attempts.

Adam: "This could have been our day! Can't you see that!?"

Blake: "I never wanted this! I wanted equality! I wanted peace!" She quickly converted Gambol Shroud to its SMG mode and attempted to shoot at her former partner, but he effortlessly absorbed it with Wilt and Blush, causing it, his hair and the red on his shirt to glow briefly.

Adam: "What you want is impossible!" he scolded before slapping her hard, causing her to fall to her side... "But I understand, because all I want... is you, Blake. And as I set out upon this world and deliver justice mankind so greatly deserves... I will make it my mission to destroy everything you and that traitorousAkito love."

Yang: "Blake!" Her voice caught the two Faunus' attention as they both looked over, spotting Yang blasting a few White Fang Members with Ember Celica as Setsuna jumped over her and tackled one to the ground. "Where are you!?" All Adam did was smirk and looked at the ravenette

Adam: "Starting with her."

Blake: "N-No!"

Xxxxxxxxxxxxxxxxxx

Ozpin frantically prepared the pods as the place shook. However, that only triggered him to continue working faster and faster. Time was running out quickly, not only for them, but for Amber as well.

Ozpin: "Are you ready?" Pyrrha looked at him, before nodding. "I... I need to here you say it." There was a brief silence before Pyrrha answered, with a serious expression.

Pyrrha: "Yes."

Ozpin: "Thank you Ms. Nikos."

He pressed a couple of buttons before Amber's pod rose up and she began to glow orange. The orange energy then began to get transferred through the tubes and to Pyrrha who suddenly began to scream in pain and agony, triggering Jaune to turn around and look in horror.

Jaune: "Pyrrha!" Ozpin just stared at the process happening before looking down, feeling his heart being plague with guilt.

Ozpin: "I'm... so sorry..." However, just before the transfer could be complete, a black glass arrow was shot towards Amber's pod and broke through the glass, piercing her heart. Ozpin and Jaune gasped and quickly turned around to see none other than Cinder, with her bow Midnight in hand...

Xxxxxxxxxxxxxxxxxx

As he was flying through the air towards the Vault's location, Akito was gritting his teeth as he was starting to get surrounded by swarm after swarm of Griffins. They forced him to be on the defensive, despite Trans-Am still being active, as he was quickly slashing them down one by one.

Akito (Exia): "Tch... I don't have time for you! Get out of my way!!!" He yelled, unsheathing his Gn Long Blade as it was coated in lightning magic, with Alpha being coated in fire magic. As he hacked and slashed his way through them, his eyes would suddenly widen as a loud ringing noise was heard, followed by... someone's voice...

Pyrrha: "AAAAHHHH!" Her scream of absolute agony and pain echoed through his mind

Jaune: "Pyrrha!!!"

Akito's thoughts: "Pyrrha! Jaune!" He had quickly turned towards the Vault but was knocked forwards by a Griffin, causing him to grunt in pain.

Xxxxxxxxxxxxxxxxxx

Adam suddenly unsheathed Wilt and stabbed Blake in her abdomen, causing her to scream in pain, and gain both Yang and Setsuna's attention.

Yang: "Huh?" They both turned to see Adam pull his sword out of the feline's abdomen before he turned to them and smirked. Upon seeing his face again, Setsuna's eyes widened in complete and utter fear as she began to stutter on her words.

Setsuna: "A-A-Adam...?" As for Yang however, seeing her teammate in pain triggered a burning rage in her.

Yang: "Get away from her!"

Blake: "No... Please..." She desperately reached out to the two, hoping that they wouldn't do anything. However, Adam's growing evil smirk was enough for Yang to activate her Semblance with a yell of anger and launch herself straight towards him

Setsuna: "YANG NO!!!" It was too late as Adam activated his own Semblance known as Moon Slice, causing all the red on his body, including on Wilt to glow brightly. Just as Yang was about to make contact with him, he sliced at her. Everything seemed to slow down as Adam's blade cut right through Yang's Aura and severed her right arm from the elbow down.

Setsuna and Blake watched with their eyes wide from pure horror and shock, watching the blonde bruiser get struck down so easily. She fell onto the ground, lying in a pool of her own blood, unconscious.

Xxxxxxxxxxxxxxxxxx

Akito was backed essentially into a corner, rapidly shooting down any Griffin that tried to get close to him. But all of a sudden, he heard another voice in his head, his eyes widening as he realized who it was.

Blake: "GAH!!"

Yang: "GET AWAY FROM HER!!!"

Setsuna: "YANG NO!!!"

Akito's thoughts: "Blake, Yang, Setsuna!"

Spring: "W-What's going on!?"

Winter: "Everyone's voices... Why are we hearing them all???"

Xxxxxxxxxxxxxxxxxx

Pyrrha was desperately trying to break out of the pod, seeing Cinder here and Amber dead. An orange orb of energy sprouted from Amber's body and went into Cinder's, causing her eyes to glow orange, with the Maiden Flames bursting from them and for her to start hovering in the air. Jaune attempted to charge straight at her.

Ozpin: "Stay back!" It was too late however as Cinder erupted in fiery energy, sending Jaune flying back.

Pyrrha: "JAUNE!!!" She cried out in a desperate tone before she managed to use her Semblance of Polarity, to force the door on the pod off its hinges and at Cinder who simply deflected it. Pyrrha then grabbed her weapons and got ready to charge Cinder, but Ozpin quickly stopped her.

Ozpin: "Take Jaune and get out of here! Find Glynda, Ironwood, Qrow, Dante! Bring them here right away! The tower cannot fall!"

Pyrrha: "But I can help!" The white-haired male just looked at her and shook his head.

Ozpin: "You'll only get in the way." There was reluctance in Pyrrha's action but ultimately, she decided to follow his orders and ran over to Jaune and helped him up. The two began to run out of the Vault while Cinder simply watched, allowing them to get away as her attention was solely on Ozpin now.

Xxxxxxxxxxxxxxxxxx

Adam was slowly approaching the unconscious Yang, flicking the blood off of his blade. However, before he could do anything, a loud yell caught his attention. He smirked as he turned around and quickly blocked a strike from Setsuna's Ice Wolf Claws, her eyes glowing bright blue as her Semblance was working at max power now.

Blake: "S-Setsuna!"

Adam: "Well, we meet again, Setsuna. Where's that traitorous boy toy of yours?" He questioned, more like taunted as the female gritted her teeth.

Setsuna: "Akito is no traitor... and neither is Setsuna!!" She exclaimed and pushed the male back with a kick.

Adam grunted slightly but watched as the arctic wolf female bounced around the entire cafeteria, her high speeds making it look like she was moving like a complete blur. Each time, she'd go in for a strike, which he'd block with Wilt, but before he could counter, she'd back away. Hit and Run, that was Setsuna's tactic in a fight to overwhelm her opponent. However, her opponent was someone as dangerous if not more dangerous than her own partner. Her opponent was Adam. And Blake realized that she was slowly falling into the male's trap as every time she'd strike him, he'd purposely block with Wilt. He was charging up his Semblance again.

Blake: "Setsuna, wait! He's-!" It would be too late as she grunted and slid back, while panting as Adam had managed to blast her with a shot from Blush. He said nothing but just smirked at her, provoking her to charge him. But at the last second, she noticed the red on his person glowing as she realized what was about to happen.

She quickly stopped herself just as Adam unleashed his Moon Slice a second time, sending out a large red sword wave. She narrowly rolled out of the way, but the wave grazed her, causing her aura to shimmer and the Ice Dust bands around her wrists to be destroyed in an instant, destroying her Ice Wolf Claws in an instant. She gasped and looked down at her now defenseless arms but before she could respond, she released a sharp gasp of pain, followed by blood flying from her mouth. Setsuna stood there, eyes widened as she slowly looked down, seeing that Adam had stabbed her right in her abdomen. He pushed her off his blade, causing her to stumble back next to Yang before falling forwards, while holding onto her womb. Thankfully, he missed some vital areas, but even then... she was losing a lot of blood, which would result in her losing consciousness. Blake's eyes widened in sheer horror, tears falling from her eyes before she yelled out for her friend.

Blake: "SETSUNAAAA!!!!!"

Xxxxxxxxxxxxxxxxxx

https://youtu.be/maXsM_NFTFo

(Play Music. 3:02)

Ozpin: "Stay back!"

Jaune: "GAH!"

Pyrrha: "JAUNE!!!"

Summer: "Everyone's voices...?"

Autumn: "S-Shit! I can't feel Amber's life force anymore! Big Bro!"

Akito heard their voices again as he was rapidly shooting out every Griffin in his way. His vision would slowly begin to focus as the sounds of war around him continued to become muffles, allowing him to solely focus on their voices. Much to his surprise, he also felt Amber's life fade away. But then... one more thing was heard...

Setsuna: *sharp gasp of pain*

Blake: "SETSUNAAA!!!"

Akito (Exia): "Everyone's life is fading away..." He muttered as he gritted his teeth, with Exia, which was already glowing red, now being surrounded by an aura of pure magic. "I... won't... LET THAT HAPPEN!!!"

With Exia's eyes glowing, a large pink beam suddenly shot out from Alpha, destroying every Griffin that surrounded him. Instantly, a sonic boom was heard as Exia was flying at supersonic speeds now, first heading towards the cafeteria.

Xxxxxxxxxxxxxxxxxx

Adam: "Why must you hurt me, Blake?" He questioned as Blake had managed to move herself over to Yang and Setsuna, with every intent to protect them from him, evident by the determined yet pained expression on his face.

Adam gritted his teeth before he raised his Wilt and was about to strike down on Blake but suddenly, something rammed right into his side, sending him flying back away from them. Blake gasped in shock as she stared up at her savior, a familiar armored shape that wasn't only glowing red, but also had an almost rainbow-colored aura.

Blake: "E-Exia...? Akito??" He looked back at her as Exia's helmet vanished, which revealed his unbandaged eye to her, to be glowing a bright yellow color with multiple lines moving outwards from his pupil. He looked... different. "What... is this...?"

He didn't respond but glared back towards Adam as Exia's helmet reformed around his head. The red-haired bull Faunus glared at him through his mask.

Adam: "You...! I once considered you, my brother. We fought side by side for years! And here you are, protecting a human and two traitors!" Akito said nothing and stared at him. His silence angered him. "ANSWER ME DAMN IT!"

He began to charge straight towards Akito, ready to strike him down. However, quicker than he could even see, Akito had aimed Alpha and fired a single shot, which seemed to be rainbow colored from all of the magic surrounding him, sending Adam flying out of the cafeteria in an instant.

Akito (Exia): "...Mio wants to save you... Let's see if you can prove that you're worth even that... old friend." He said before looking back to his girlfriend. She was surprised, not only by what he said but by his entire state. Never had she ever seen him like this, even when they were a part of the White Fang together.

Blake: "Akito... H-How are you..."

Winter: "I think... Big Bro unlocked his Semblance." Her voice projected, taking Blake by complete and utter surprise. For the longest time that she's known Akito, she knew he didn't have his Semblance unlocked. But for it to unlock now of all times...

Blake: "His... Semblance...?"

Winter: "Well... The whole... glowing eyes is. As for that aura, well..."

Akito (Exia): "No time." he cuts her off. "Pyrrha's in trouble and needs me." He simply said.

He quickly picked up all three girls before instantly blasting off towards the safe point, leaving behind Adam, who had gotten up and watched him fly off. He remained silent before he turned and began to make his leave, killing a Grimm along the way. As he did however, he noticed the Eclipse Gundam land next to him, being damaged from its last fight before it vanished, allowing Mio to come out. She just looked down.

Mio: "... I'm sorry... I failed..."

Adam: "... Our work is done here. Let's head back. We can discuss this later." he said simply and began to leave. Mio remained silent and watched him before following behind him.

Xxxxxxxxxxxxxxxxxx

Cinder: "This whole time, right beneath our feet. She was right about you, such arrogance." She glared at the male but smirked evilly. Ozpin however said nothing as he just gripped onto his weapon, the Long Memory, which was his cane. The two continued to stare each other down as the area around them rumbled and shook from the chaos up above.

___________________________________

Next Chapter: The End of the Beginning.

(A/N: No teaser this time. Since the next chapter's the finale of Volume 3. Also we finally get to see Akito's Semblance!)