"Sir, incoming distress call from Red-7," an officer on the bridge of the Ironclad called out, his eyes glued to his screen. "Unauthorized access to weapon systems coming straight from the bridge!"

Survivors? Ironwood wondered. Ever since the captain of Red-7 had reported Griffons on the vessel's outer hull, all communications from the bridge had abruptly ceased. If the captain had perished in the ensuing battle, only a manual override from the head of the fleet would bring the weapon systems out of lockdown.

"Give me a visual feed and establish contact with the bridge," the General ordered, shifting his gaze to the holographic display before him. As it came online, he saw a young, blonde girl, smashing her fists on the central console. Several marines stood around her, likewise fiddling with the many controls scattered around the bridge.

"What the hell are you all doing?" he shouted, holding his hand up to his earpiece to transmit his voice through the bridge's speakers. The marines and the woman all jerked around in confusion, until one of them pointed at the security camera the General was viewing through. The blonde-haired girl stared directly into its lenses, hands on hips in defiance.

"Well, if it isn't General Ironwood himself!" she bellowed, interrupting a marine who opened his mouth to speak. "It's been a long time, huh, buddy?"

Such a lack of discipline...

"Ms. Xiao Long," the General sighed. "I thought you were under arrest."

Before she could respond, a helmetless soldier stepped into the camera's field of view and snapped off a crisp salute. "General Ironwood, sir! The prisoner was unintentionally released by a Griffon during an engagement, but has since proven crucial to the reclaiming of the ship's bridge." Yang nodded her head in approval, a smirk spreading across her face.

"I see. Where is the captain?"

"Killed in action, sir."

Another name for the casualty lists, Ironwood mused.

"In any case, mind explaining why your men are so insistent on activating the weapons?"

"Are you blind!?" Yang screamed, pointing frantically at the cliffs ahead. "Fat load of good that huge ass ship does for you if you can't even see the damn horde!"

He looked up from the camera feed of Red-7's bridge and to the rocky precipice ahead. Several crewmembers stood up from their seats as the horde slowly crawled its way into view, on its lethargic, yet steady, ascent to the academy. Atop the plateau, the organized line of soldiers had completely disintegrated, with several pockets dotting the courtyard and hills. The terrain was pockmarked with the ruins of the Paladin division, which had once numbered over three hundred units. Now, only a few dozen shambled over the ruined grass, amid the endless heaps of smoking black corpses.

"They don't stand a chance, sir! We have to do something!" someone in the lower levels yelled.

Ironwood studied the Grimm's advance in silence, scratching his bare chin. He went through the available options in his head:

Not enough time to pull troops out of the tower and hills…

The Bullheads won't do enough damage…

That only leaves one other choice.

He hailed the remaining ships of the fleet, tapping a button on his earpiece.

"All ships, charge weapons and open fire on the cliffs! Below the docks!"

"Aye aye, sir!" came the reply from the captains of both battlegroups. With a few deft strokes of the holographic keyboard beneath him, he overrode the lock on Red-7's weapon systems.

"Missile and plasma cannon controls are on the central panel. Fire every single pod," he said, turning back to the display beneath him.

"Alright! About time, General!" Yang snarked as Ironwood shut down the feed. A faint drone came from below the deck, as the plasma cannons charged up and the missiles were loaded. The view of the academy tilted as the ship pitched downwards, the bulkheads rumbling as the mighty vessel took aim.

"All weapons ready to fire on your order, sir!" the Ironclad's weapons officer announced. An eerie quiet followed his words, the entire bridge tensing for inevitable order. The General took a final moment to take in the scene before him: the towering smokestacks, the diminutive soldiers, the ever-approaching Grimm… All looked so tiny, so insignificant, from the bridge of his vessel. He could almost feel the despair of the defenders beneath him, as their miniscule faces all turned towards the looming fleet.

Oz is gonna hate me for this, he thought, and took a deep breath.

"FIRE!"

A wave of silence washed over the courtyard as the marines and Hunters stared in stupefaction at the vessels above the cliffs. The tips of their cannons glowed an incandescent white, emitting a soft hum as they charged. The ground continued to tremble, the growls and shrieks of the Grimm starting to overpower the tremors caused by their steady ascent.

"Please tell me they're not going to do what I think they're about to do," Weiss groaned.

"Got any other ideas? We can't take them on like this!" Blake shot back, waving her hand across the battered courtyard. Mangled corpses and machinery lay sprawled over its entire expanse, and wounded soldiers did their best to remain on their feet. Even the Huntsmen and Huntresses of Beacon were spent, many making their way back either on their own weary legs or on the shoulders of their comrades.

Each of the fleet's cannons now shone as bright as the sun itself, the hum rising to an ear-piercing screech. It drowned out the bickering of her two teammates, as well as the ravenous snarls of the encroaching beasts. Slowly, a new sound made its way into the din, an insistent shout from behind her that clarified as she focused on it:

"What the fuck are you all doing just standing there?! FALL BACK!"

Before the she could even register the significance of the command, the Atlesian fleet opened fire. Twin beams of pure plasma erupted from every ship in the formation. Hundreds of pods on their flanks popped open, unleashing a torrent of missiles that arced downwards, fading from sight as they dipped beneath the docks. The earth itself thrashed in agony as the barrage made contact, rocks grinding and splitting underneath. With a monstrous roar, a huge gash ripped across the soil and concrete behind the three girls, and the front half of the courtyard began to tilt forward.

"Shit! SHIT! RUN!" a marine screamed, ditching his rifle and staggering backwards as the landscape steepened. Too dazed to react, countless marines and Hunters struggled against the tide, buried under layers upon layers of stone and soil. Yet again, Ruby stood back, watching as life after life was snuffed out right before her eyes, powerless to stop it.

No. Not again. I won't let them die!

She dashed forward, turning into a red blur as she arced towards the crest of the wave. The beams of plasma continued to drill their way into the cliffside, tearing up the ground beneath her as geysers of molten rock shot out from the surface.

"RUBY!" Weiss shrieked, her voice fading quickly behind the all-consuming cacophony. Hovering above the chaos, Ruby saw many other Huntsmen and Huntresses diving in to rescue their compatriots, hauling marines and fellow students back to safety. A sense of pride welled up deep within her chest, one that had gone missing since that fateful day on the colloseum. Once again, she felt like a true Huntress.

She scanned the area below her for any signs of survivors, spotting a brown-clad arm poking out of a sliding mound of dirt. Using her Semblance, she redirected her fall towards it, rolling as she landed on the loose soil. The arm squirmed in panic, with muffled screams coming from below as its owner attempted to shake free. Ruby grasped it with both hands, pulling with every ounce of strength she had left. Eventually, a shoulder came free, and after that, a head. In shock and out of breath, Velvet Scarlatina gazed up at her rescuer, her arm trembling in Ruby's grip.

"R-Ruby?" she stuttered, struggling to form a coherent thought. "W-what are you–"

"There's no time! We need to get you out of here! Can you stand?"

Velvet struggled in the dirt, wriggling her trapped arm in an attempt to dig herself out. Before she could free herself, her eyes widened as she spotted something behind Ruby, her ears perking up in alarm.

"Ruby, watch out!"

As she whipped her head around, a boulder rolled down the slope and slammed directly into her back. She was sent flying by the impact, her Aura shining silver as it recoiled from the collision. Velvet was dislodged as well, hanging onto Ruby's arm as the pair tumbled in midair, her fingernails digging into the other Huntress' sleeve.

Ruby extracted Crescent Rose with her free arm, extending it into its scythe form with a swift motion of the hand. She flailed it wildly, hoping to stab it into any part of the falling terrain. At last, its blade found purchase on a rock, embedding itself into the stone with more soil and shrapnel rained down around them. The still-burning wreckage of a Paladin streaked by mere meters from the two, smashing into a pair of marines hanging on to another rock beneath them.

"Hang on!" Ruby screamed, tightening her grip on her weapon's shaft. The sweat on her palm soaked the metal, her hand slowly starting to slip. She felt Velvet's hands beginning to weaken as well, as they slid down her arm and stopped at her wrist.

I can't hold this for much longer, her inner voice creaked as the strain on her arms threatened to rip them from her very body. Looking down, she saw the turbulent waters of the lake, the massive metal disks of the Beacon docks jutting out from the waves. The Grimm horde was now completely scattered among the rock, dirt, and debris, with columns of black smoke rising from dark blotches on the water's surface. She could barely make out the smaller specks of color amidst the endless seas of blacks: the bodies of countless dead, both marines and Hunters.

Why? she thought, looking at the fleet of Atlas vessels hanging above her, obscuring the sun with their gargantuan frames. Why this? Wasn't there any other way?

She attempted to convert her anguish to fury, to become enraged at the Atlas dogs who had just killed her classmates. Yet, hanging above certain death, she found herself unable to. She could feel her Aura draining away, struggling to keep up with her many injuries. Faint pops came from her arms and shoulders, yet she felt no pain. Her hand slid off of Crescent Rose, the last bit of strength she had left drained away. She looked at the bodies of her fallen comrades beneath her as she fell, Velvet's shrieks only a distant howl as her senses went numb.

I failed again. I couldn't save anyone. I'm sorry. I'm so–

Suddenly, she felt a stern hand clasp her wrist, jerking her to a stop only a second after she let go. Flowing locks of white hair obscured the face of her savior, yet she did not need to see her to know who she was.

"You absolute idiot!" Weiss screamed, kneeling over the edge of a simmering glyph. "Blake! A little help over here?"

"On it!" she responded, swinging in from the side with Gambol Shroud anchored to a rock above them. She swooped below Ruby, snatching the still-trembling Velvet from her arm and landing gracefully on the wreck of a Paladin, firmly lodged into the dirt still clinging onto the bedrock. As the four hung still in eerie silence, the cliffside shifted, sending even more rocks and soil to the frigid lake.

"W-we need to get out of here!" Velvet stuttered. "This cliff won't last much longer!"

"Seconded," Blake added, gauging the distance back to the academy. "Weiss?"

The heiress sighed, pulling Ruby onto her glyph and placing Crescent Rose back into her hands. Her gaze seemed distant, as if focused on a point far ahead.

"Hey," Weiss whispered, her earlier rage completely subsided. "You in there?"

Ruby's gaze then refocused, locking eyes with the Huntress before her. "Yeah. I'm good," she rasped, clutching her right shoulder with her left hand

"No. You aren't. We've got no time to waste," Weiss declared, standing up and extracting Myrtenaster from her belt. With a swift flick of her sword, she casted two, parallel lines of glyphs up the cliffside, ending on the lip of what was left of Beacon's courtyard.

"Let's go. You might want to hold on."

Rapturous cheers engulfed Jaune as he stood among the euphoric marines. They thrust their fists and rifles into the air, chanting in triumph. However, ever since the Grimm fell back after almost smashing through the human lines, he knew something was amiss. As much as he raked his mind in search of an answer, none seemed to appear.

He felt a light tapping on his shoulder, disturbing his idle musing. Nora stood behind him, with the rest of his team looking over her shoulder.

"That thinker of yours come up with anythin' yet?" she asked, her suddenly genuine tone catching him off guard.

"Yeah, somewhat," he replied, turning to his teammates and inhaling before continuing. "Point is, there must be more coming. Why else would they just retreat? They almost crushed us, but they fell back anyway!"

The other three mulled his statement over, lost in thought before Nora spoke up again: "Maybe they just had enough?"

"Does that sound like the Grimm to you?" Jaune deadpanned, staring straight into his teammate's eyes. "Do they ever have enough?"

She looked down and winced at the truth behind his words. If months of classes and exams hadn't hammered that into their brains, the past few days certainly had.

"So, what are we going to do about it?" Ren asked, cold, perpetual logic exuding from his voice. "We can't just stand around and mope if they're marshalling a secondary assault."

Jaune turned his gaze forward, focusing on the labyrinth of trees, buildings, and alleyways in front of him. He had no idea why he felt a chill run down his spine. After all, the structures before him were nothing more than staff residences, study halls, and warehouses. He'd wandered through them hundreds of times, and knew their layout like the palm of his hand.

Yet, staring into the darkness, he could only imagine a thousand red eyes staring back.

Come on, buddy, he thought to himself, the tip of his sword shaking in his grip. Just keep it together.

"Alright, you lugs!" a booming voice bellowed from behind. The entire front line turned back to face it, including the mighty Paladins, rotating their upper halves while their legs remained stationary. He'd been unable to catch a glimpse of the Atlas Captain over the course of the battle, yet now, he stood right before Jaune and his teammates.

He was a bear of a man, tall and bulky, wearing the same dark gray battle armor as his subordinates. A cigar twitched in lips as he spoke, and a long scar ran down his left cheek. He spoke with confidence, yet his swagger lacked the naïveté of an inexperienced officer.

"We ain't done here yet! Not until we smoke every last one of those motherfuckers!"

The marines erupted into cheers once again, as a wave of "Ooh-rah"s swept through the ranks. Slowly, the Hunters started to nod, including Jaune and his team.

"Form up into columns and sweep the alleys!" the Captain continued in his harsh Atlesian accent, unslinging his rifle. "Paladins up front!"

Like clockwork, the soldiers fell into position, leaving the scores of Beacon Hunters dazed and confused as they gingerly took their places behind them. The mechs began lumbering forward with thunderous steps, marines loping along at their feet.

As the ranks marched down the pathway, Jaune's mind swam with the possibilities.

Did they really fall back? he wondered. Are they waiting for us around the corner? On the rooftops? Below us?

Soon enough, the walls and trees enveloped him, restricting his field of view to the buildings around him and the soldiers in front. Pyrrha jogged at his side, eyes as determined and defiant as ever. She turned to look at him, flashing him a quick smile and nod as their eyes met.

The same, unmistakable howl rose from deep within the alleyways. Peering once again into the darkness, Jaune spotted a single pair of red eyes. This time, however, they weren't just his imagination. Another pair appeared. Then another. Soon enough, dozens of them pierced through the shadows, devoid of emotion, yet somehow brimming with rage.

"Contact! Contact!" one of the marines hollered. "Dead ahead!"

The eyes grew brighter and brighter, shadowy silhouettes growing around them.

"Front rank, halt!" came the Captain's orders from the back. The soldiers knelt, rifles raised and steady. The mighty Paladin stopped in its tracks, as dozens of missile pods popped open on its shoulders. Jaune could now fully see the approaching Grimm, a black tidal wave, swarming over itself as it galloped forth.

"Front rank, aim!"

The marines peered down their sights and clicked off their safeties. Directly in front, the Grimm continued to gain ground, tearing up the concrete with their relentless advance. The frontmost beasts leaped into the air, screeching as they arced towards the humans beneath them. Jaune could do nothing but stare as the Beowolves closed in, a slow-motion blur of red and black.

"FIRE!"

The front rank rippled, a wave of plasma crashing down on the descending Grimm. They flew backwards, steam smoking from multiple, gaping holes in their flesh. The Paladin's twin railguns boomed, the fireballs swallowing dozens at a time. The monsters' agonizing wails rose into the air, whipped across the academy by an arid breeze.

A single, lucky Beowolf crawled its way onto one of the walls, skittering along its surface and dodging the countless plasma bolts that whizzed in its direction. In one, swift motion, Pyrrha brought Miló to her shoulder, snapped her aim to the encroaching beast, and pulled the trigger. It staggered and tumbled backwards, consumed by a cloud of smoke, fire, and debris.

As Jaune stared, mouth agape, at the slaughter before him, he caught a lone shadow streaking by overhead. Bricks came loose and fell where the figure's leg slammed into the lip of the rooftop. A marine flinched as they rained down mere meters from him.

"What the hell was that?"

More soldiers looked up, snapping their heads back and forth as more forms zigzagged above them. Soon enough, two dozen silhouettes peered down into the alley, red eyes burning against the gray sky.

"They're above us!"

"Holy fuck, they're everywhere!"

"Shoot 'em, shoot 'em!"

The beasts leaped into the alleyway, claws outstretched and jaws drooling. They landed among the soldiers, howling as the marines sighted their new targets. A single Beowolf swung at a grunt, splitting her torso in half with a single swipe. The soldier crumpled, lifeless, at the creature's feet.

The line fell into chaos. Screams and growls came from every direction, and plasma bolts seared impossibly close to Jaune's head. The Paladin pilot, in a panic, swerved his machine around, only to be buried by a wave of over thirty Beowolves. As the mech toppled over, it exploded in a brilliant fireball of orange and blue, incinerating both the advancing Grimm and the hapless marines caught in its path.

Jaune swivelled his head from side to side, attempting to regain his bearings amidst the bedlam. One by one, he spotted his teammates, fending off the Grimm as they swarmed around them.

No… It was never a retreat, Jaune finally realized, clenching his fist. Dammit, I should have seen this coming! They were never this good! Why now? What changed?

His musings were cut short as a powerful claw grasped his ankle. It pulled from below, slamming his face against the concrete and dragging him through a forest of boots and fur. Any second now, Jaune was certain, he would feel teeth sink into his flesh.

Instead, its iron grip slackened, and he skid to a halt on the cold ground. Panting, he propped himself up and saw the smoking remains of the Beowolf's paw, its slender fingers still twitching. Above him, Pyrrha put a round through the claw's owner's skull, reaching out her hand as soon as the beast stopped writhing.

"Jaune! Are you alright?"

Before he could reply, he spotted a towering figure behind her, its raised claw glistening in the diminished sunlight.

"Get down!" he screamed, snapping upright and putting his shield between the beast and his partner. The claw stuck the center, grinding against the metal with a deafening screech. Jaune raised his right arm, still gripping his sword, and braced it under the shield, his knees buckling against the power of the immense Grimm.

Jaune raised his head and locked eyes with his attacker. As he did, he could feel his face lose its color. He gulped. His spine tensed.

He gazed into the bloody abyss the beast had for eyes. What stared back was not unbridled fury, yet cold, frightening intellect. Its growl was not one of rage, but one of annoyance, the kind an elephant makes when met with a flea.

Of course I had to find the Alpha…

Suddenly, it retracted its claw and drew a few steps backward, releasing a low, guttural bark. A dozen smaller Beowolves then turned towards it, galloping to put themselves between the Alpha and the two hunters.

"D-did it just give orders?" Pyrrha stuttered.

"Yeah… it did!" With her words, a sudden realization clicked in Jaune's mind.

Every board needs a king. And when the king dies...

"Kill the alpha!" he shouted into the air, straining his already exerted lungs. "Kill that damn alpha!"

The beast's eyes narrowed, focusing on him as it barked once more. Suddenly, the subordinate Beowolves all turned towards him, unleashing a uniform screech as they charged.

No way! How did it… The tip of his sword began to shake in his grip.

Before they reached the two, paralyzed hunters, a barrage of plasma fire scythed across their formation. The Grimm screamed and thrashed, reduced to steaming piles of fur and smoke.

"You heard the man!" the Captain bellowed from behind, holding a hand to a bleeding gouge on his left shoulder. "Bring that sonuvabitch down!"

More bolts screamed through the air, sizzling harmlessly on the beast's thick armor as it bounded forward. Its enormous claws dug into the ground, tearing gashes into the stone as easily as they would in flesh. The monster leaped into the air, arcing its gargantuan arm on its way down. Below, the two hunters held their swords and shields high, bracing for the coming impact.

Yet, three bright, pink explosions erupted across the Beowolf's flank, sending it flying into the masonry of an adjacent building. The creature became swallowed in a puff of dust and debris, an enraged howl coming from the jagged hole in the wall.

Nora stepped out into the alley from the frame of a blown-in door, smoke pouring out of Magnhild's barrel.

"Go after it! I'll cover you!" she shouted, loading more grenades into her weapon. Jaune and Pyrrha locked gazes for a fraction of a second before sprinting for the breach. The clatter of boots followed close behind, spreading around the structure as the pair entered the building.

The two hunters stared into the cloud of settling dust. Slowly, the beast's shadowy frame emerged from the smokescreen, its growls sharp and ragged. The armor on its side had been completely obliterated, exposing charred fur and flesh. It snapped its head around to meet Jaune's gaze, spit and dark blood oozing from its open maw.

The Beowolf screeched, twisting back and swinging its claw downward. With impeccable timing, Pyrrha dashed to meet its strike, blocked it with her shield, and spun her blade around. Its fury turned to agony, and a spasming, steaming claw thudded on the wooden floor.

Not a half second later, a door on the side of the room burst open. A green blur blazed through it, slashing at the beast's heels. The unmistakable stutter of Ren's Stormflowers rose from behind the Grimm. A barrage of bullets tore through its feet, bringing the monster to its knees.

One after the other, the remaining doors were kicked open. Endless streams of plasma fire surged from them, burying the creature beneath a sizzling broth. It raised its head, releasing a desperate howl. Off in the distance, other Beowolves responded in kind.

"It's calling for reinforcements!" Nora screamed out in the alley, Magnhild thumping as growls approached from every direction. "Finish it off!"

Giving one final burst of strength, the beast lunged forward, thrusting out its one good arm towards Jaune. Their eyes met, cold blue staring into fierce red.

Checkmate.

He sprung forward, placing his shield above his head and parrying the monster's strike. He crouched directly beneath its jaw, and with a roar to match that of the Grimm, swung his sword upwards.

Suddenly, its growls ceased. Its towering carcass fell to the side. A dry thud came from behind, and thin spirals of smoke began to fill the room.

The distant snarls of the Beowolves grew ever quieter, fading as each gave their final shrieks of life. High above, Jaune heard the harsh whine of engines and the stutter of machine guns. Cheers and whoops swept through the valley, echoing through the maze of pathways around Beacon tower.

Yet, in an around the ruined building, no one cheered. No one even breathed. Behind their helmets, the marines simply stared on. Whether they were shocked, relieved, or horrified, Jaune could not tell. They began to file out of the structure, heaving the wounded on stretchers back towards the academy.

As he released a sharp sigh of relief, an awful stench overpowered his senses. Beside him, Pyrrha began to sniff the air.

"Gods… this smell…" She gagged and retched, dropping her weapons and bringing both hands to her nose. Jaune began to move towards her, yet heard a splash underneath his foot. He lifted his shoe, and saw it covered in blood. Red, human blood.

"You've never smelled rotten flesh before?" one of the marines shot back, retrieving the dog tags off a fallen comrade. "Man, Ozpin really does keep you guys soft."

Does he? Jaune wondered. He'd always assumed that a Huntsman academy would teach and prepare him for dangers of real combat. If this is what he'd been really training for…

Slowly, Jaune stepped out into the alley. Nora stared, wide eyed, at the corpses that choked every inch of the concrete. Some were clad in Atlesian battlearmor. Some were charred to the bone. Others, however, wore no armor at all. Instead, they were covered in the frayed remains of black Beacon uniforms.

Her eyes were bright with fear, as if the slaughter before her was something familiar, a nightmare she'd previously tried to forget. They'd been so focused, so preoccupied, that they failed to notice the carnage all around them.

Jaune heard footsteps behind him, and felt a hand rest on his shoulder. Turning his head, he saw the Captain, taking a long drag on his cigar. He sighed, spat out the stump, and crushed it underfoot.

"Welcome to war, kid."