As the elevator activated and Glynda began to descend, Blake was the first of the girls to cut through the haze of shock left by the professor's words.

"She's right. Weiss, you're a celebrity. The Atlesians will recognize you. I'm a wanted criminal in Atlas, so whoever I go with would be in danger. Ruby, Yang, you're both protected by your family, and someone needs to get team JNPR."

Ruby's eyes were downcast, and her lower lip wavered, a sure sign of an oncoming denial of logic. Yang bent down, eyes locked with Ruby's and put her hands on her shoulders. "They'll be fine; we'll see 'em again soon. Plus, we've got scrolls, right?"

The small girl looked up at her friend. "Blake," she sniffed, rubbing her nose, "what are you going to do?"

Blake's face morphed from serious to a nervous little smile, and she blinked once at her team leader. "Don't worry about me, I'm very good at hiding. I was planning on finding Sun and Neptune. I'll be fine."

Yang gave the two of them a look, tears in her eyes, and wrapped her arms around Ruby. "I hate to say goodbyes. So let's not, 'kay?"

Weiss nodded, her face tight.

The faunus's last view of them was through the gap; the sisters were both crying, but neither moved. As soon as the door shut and the elevator began its downward path, she turned to Weiss, who was quietly trying and failing to blink away tears.

"Do you still have a way to get to your money?" Blake spoke quickly, trying to distract herself.

The heiress nodded again, rubbing at her eyes. "My dad is probably still in the dark. My sister hasn't spoken to him in years."

Blake thought for a second, her bow twitching. "If you need to get a message to me, contact someone at the Faynu Club in downtown Atlas."

Weiss said nothing for a moment, storing that information for further use. Then she spoke again, voice watery and quiet. "What about Ruby and Yang?"

"From what they told me, their dad and uncle are legendary among older hunters. They should be fine."

Weiss looked thoughtful. "I've heard about them from Winter, so I guess that could be right."

Blake glanced at the heiress, her eyes serious. "I know this may be hard, but you need to make up with your family. They're probably the only ones that'll be able to protect you from Evander."

The elevator door slid open, revealing a hallway, half-filled with students woken up by the alarms. It was chaotic, but not unexpected.

Blake turned to Weiss, one of the few friends that she'd really ever had. She had tried very hard not to cry this whole time, but all the blinking in the world couldn't stop the spots of wetness rolling down her cheeks. "I'll get the teachers, Ice Queen."

Weiss stepped forward and surprised her by enveloping her in a hug. "Goodbye Blake. I hope I see you again."

Blake hesitated for a split second, then returned the hug. "I hope so, too."

Weiss turned away and moved off down the hallway, knocking on doors and yelling. Blake turned and sprinted down the hallway towards Doctor Oobleck's office.

Deep inside, Ruby knew that what her sister had done was the correct decision, but it still hurt to know that team RWBY had split up. "What now, Yang? Do you think JNPR is awake yet?"

Yang chuckled. "The sirens are loud enough to wake Nora, so I'm sure they're all up."

The entire situation didn't make sense to Ruby. Atlas had killed Ozpin, and the Grimm would be coming in numbers that boggled the imagination very shortly, signing the Atlesians' death warrants if it wasn't stopped soon. Then she heard her uncle's voice cut through the rapidly descending haze of panic. When shit hits the fan, you'll know. When that happens, stay calm and get yourself and anyone you care about as far away as possible.

And with that thought she hopped out the window, jumped off the tower, landing hard enough to break a hole in roof and drop her aura by a considerable amount. She waited in the deserted dorm room for a half-second before Yang smashed through the roof, her aura glowing.

"Isn't destroying school property out of character for you?" She asked, eyes sparkling.

Ruby sighed. "Yang, normally I would agree, but since an entire Atlesian fleet is headed right towards us, I like to remember what Uncle Qrow always says."

Yang followed her sister out of the room, shaking the dust from her clothes. "When shit hits the fan, run like hell." She quipped, turning the corner. "Let's . . . Ruby?"

Ruby was using her semblance in short bursts, allowing her to easily outrun her sister. She was most of the way down the hall before her sister even got to the door, and had made it to JNPR's dorm in less than a minute. The door was locked, so she kicked it down, secretly hoping that they were all asleep and the sirens weren't really going off.

They were long gone, a note sitting on the desk. The words on it made Ruby's heart sink even lower than it had only moments before in Ozpin's office.

RWBY

We went to help one of the exchange students to try and help with whatever the emergency is. We'll be on the grounds.

Yang raced in several long seconds after Ruby read it. Out of breath, she stopped and glanced at Ruby before crossing the room and grabbing the note from her lifeless hand.

Now it was Yang's turn to take the lead, grabbing her sister on the shoulders and forcing Ruby to match her eyes. "Ruby, I know you can get them. Just go do it. I'll meet you at the service train that runs over the river into the commercial district."

Ruby looked up at Yang, eyes wide, but also showing some of the hardness that Yang had gotten used to in the past few months. "Sis . . . ."

Yang glared at her, feeling her body heat rise. "Don't even think we will get separated. This is bigger than JNPR realizes. Looks like someone thinks they can get a bunch of students together and fight." She sighed. "If it really is the Atlesian First, they'll need saving."

Ruby nodded, just once, then took her semblance to full power. She felt the wind press against her body and catch her cloak, effects that always came with using her semblance to this level, then navigated extremely rapidly towards the courtyard. Once there, she pulled up for a second, glancing around at the students arranged around the buildings. It was an ambush, and someone had put some thought into it. The ranged students were up high, using the columns as cover. Everyone else was out of the line of fire, hidden in the gardens or behind the columns. JNPR was hiding behind one column at the very front of the school, very nearly on the landing pad. Deliverance was lumbering towards the school. Its gunports and missile tubes were wide open, showing an arsenal Ruby didn't need to glance at to list: 130mm naval type guns, 30mm autocannons for dealing with weaker Grimm, 220mm armor-piercing rockets for use against goliaths and other large grimm, guided anti-ship missiles, infrared missiles, anti-Grimm torpedoes, and enough bombs to wipe all of Vale from history. Whoever was planning the defense didn't even have the firepower to dent the thing, but was willing to try anyway. Ignoring the fact that it had a support fleet large enough to capture all of Vale in a matter of minutes, which it looked like they had. Then again, Ruby didn't really care.

"Jaune!"

He nearly jumped into Pyrrha's arms. "RUBY!"

Nora immediately found it opportune to join in: "NORA!"

Pyrrha looked surprised at her friend's sudden appearance, then mildly annoyed at her teammates' outbursts. "Ruby, do you know what is going on? Cinder told us that the Atlesians might not be our friends anymore, but the current consensus is that they are coming to help."

Ruby was panting hard, hands on her knees. "Ozpin's dead; the Atlesians are the ones who killed him. Goodwitch is gone, and I don't know where the rest of the teachers are. We need to go, right now. Yang is waiting."

JNPR was collectively stunned for a couple of seconds, then Ren somehow managed to take in the huge bombshell Ruby had just dropped.

"If that's true, then this is not the place to be."

Ruby nodded, glad she could count on Ren to stay calm no matter what happened. "Weiss and Blake are gone." At the sudden looks of alarm that crossed their faces, she amended herself. "They're ok, but we split up. Yang is waiting at the service train, which shouldn't be watched - not unless he's planning to stop us with knights, which we can just punch through. Ren's right, staying here is a death sentence."

Ren and Nora glanced at each other, then nodded. Nora spoke for the two of them. "Lead the way, oh wise and wonderful."

Ruby shot across the courtyard, not bothering to look back, much less respond, until she reached the relative safety of the fountain. They were moving quite quickly across the courtyard, but there was a much larger problem.

The Deliverance was getting way, way too close for comfort. She could now hear the attack sirens and feel the wind from its massive engines. Ruby retreated behind the fountain, praying that the massive ship wouldn't just do a flyover and bomb the school to ashes.

Ruby saw movement out of the corner of her eye as one of the students up on top of the wall leaped out of cover and prepared an attack. Her clothes lit up, and a bolt of raw fire shot out of her hands, lacing across the sky in a moment.

Ruby chuckled quietly to herself, watching the blast shoot across the sky, headed at a target with the capability to cut it out of the air and return the shot a hundredfold. "Idiot."

Ironwood was watching a few stragglers race across the courtyard and wishing he had any other job in the universe, including Winter's, when a student stepped out from behind one of the many columns and fired a blast of red energy at the ship. Ironwood ignored it.

"Gunners, fire at will. I want to make an example."

The man watching radar systems paled. "Sir that's not a physical attack! It's Dust-based! The CIWS* won't touch it!"

Shit. Ironwood was unaware they had someone capable of that kind of firepower without Glynda. "Brace for impact." He spoke calmly, without betraying how fast his mind was racing.

The blast rocked the ship, passing through the shield like it wasn't there, which against a Dust attack, it wasn't.

"Captain, status report!"

The captain turned and glared at his monitors. "97% operational. Damage to portside bomb doors, minor damage to most of the port side. The main blast was absorbed by the reactive armor."

Ironwood grimaced. "One shot took away 3 percent of our operational capability at this range?" He swiveled in his seat, turning to his gunners. "Terminate the target with extreme prejudice."

They finished calibrating the guns and opened fire.

Ruby couldn't believe her eyes.

"How the hell . . .?"

That one woman had fired a single shot using nothing but her hands and left a smoking black mark on the now rapidly closing ship. That meant . . .

"Dust-based attack." Pyrrha had arrived, rolling into cover behind the fountain to stop near Ruby with her usual combat efficiency. "To launch something that potent at that range, she must be incredibly powerful."

Ruby grimaced, shaking her head. "She's still a fool. She must have burned most of her power for that one shot, and now they have a bead on her."

Right on cue, the deep booming sound of Deliverance's 130mm guns reverberated over the bay.

The woman leaped to the side with truly superhuman speed, flipping over the walls and unleashing a series of attacks from her hands as she moved. Defying all expectations for the third time that day, each seemed a great deal more powerful than the first.

Ruby counted, praying the rest of JNPR would arrive quickly.

"One, two, three, four, five, six, seven, eight."

The 130mm shells impacted the tower and arches, blasting holes in the stonework and sending huge blocks tumbling towards the courtyard. Unfazed, the woman on the wall dodged again, throwing more fire faster than even Ruby could follow.

The first Ironwood knew they had a problem was when the Aura-Radar Officer spoke over the intercom. "Size 23 Dust-based attack incoming. All hands, brace for impact." Ironwood was no fool. He activated his arm and wrapped it around the support beam in the center of the bridge. Moments later, a series of shots lanced out from the woman on the walls, who had dodged the shells with ease. His mind raced as he tried to figure out who he was fighting. Then it hit him; he had missed it because it was so obvious.

His line of thought was cut off as the the whole world shuddered. The ship rocked backwards, a series of impacts hammering into it. Ironwood watched the captain fly over his head, and several of the other officers slam into various walls, and thanked his stars for the timely warning from the radar officer. As soon as he regained his feet he pressed the ship communication button and snarled.

"This is Ironwood. Weapons free. Rules of Engagement Zulu-Foxtrot-Peacecraft are now in effect. Fire at will. I say again, fire at will."

Ruby was already impressed, but what the black haired woman unleashed in her second set of attacks was beyond belief. The only person she had ever seen with that level of firepower was Glynda, who was world-renowned. However, Deliverance was the most powerful warship in the world. They were holding back, but the commander up there had just discovered that this mysterious powerhouse was really a threat.

Ruby turned to Pyrrha and Ren immediately. "We need to move!"

The Deliverance opened fire. Ruby had dreamed of those guns, but when she finally got to see them in real life all they inspired was terror. Beams of lead shot from the underbelly 20 and 30mm autocannons, and the massive 457mm main gun began to unfold from the belly of the monstrous ship. The 130's were still firing, but now the ones unable to train on Cinder were demolishing the buildings at an alarming pace.

Ruby pointed towards the corner of the dorm building, unwilling to risk going inside, and took off. Nora and Jaune adjusted their paths as Ren and Pyrrha followed her. Ruby could hear screams, could see what was left of the ambush opening fire with their hopelessly outsized weaponry, and watched the black haired woman dodge 30 or 40 shells, all the while firing her blasts of Dust. However, autocannons are notoriously hard to dodge, and with 40 guns firing 60 or 70 shells a minute apiece trained on her, the woman was obviously tiring. As she dove from cover to cover, Deliverance advanced over the school, guns pivoting to keep her under a constant stream of fire. Ruby raced around the corner, praying again and again that the bombs she knew the ship held wouldn't fall.

A voice spoke over the Deliverance's loudspeaker, overpowering the sounds of battle with the massed power of speakers. "This is General Ironwood of the Atlesian Armed Forces. Stand down, come out with your hands over your head, and do not fire. My ship will not fire unless fired upon. However, the school will cease to exist in exactly 20 minutes. Explosives do not discriminate, so please hurry up. Any wishing to surrender should move directly underneath the ship."

Some of the students began moving forward, whether to attack or surrender Ruby wasn't sure.

Not the woman. She was still fighting when Jaune finally made it to the corner and they raced away from the battle. Deliverance hung over everything in the predawn light, its guns revving up at the slightest sight of resistance. It forced them to move along the dorm building, running against the walls and hiding in its shadow. When they made it to the ruined tower and tracks, Ruby released the breath she wasn't aware she had been holding. Jaune and Pyrrha looked shell-shocked at best, but Nora and Ren were somehow keeping it together, their faces grim but composed. However, that wasn't the end of their problems.

"The train is automated. If I remember right, it won't leave for half an hour."

Ren was panting, head down in a dead sprint to just keep up with Ruby and Pyrrha. "That's too long. We'll have to make a go for it on foot."

Ruby nodded, then changed course. "We'll pick up the tracks and follow them into the commercial district. Yang will have heard, she'll probably be waiting at the trestle."

Despite Jaune's . . . speed issues, a hunter with aura enhancements is still far faster then most anyone else. They made it to the trestle in what seemed like no time at all, and Pyrrha only had to divert 4 sets of 20mm shells before the gunners moved to a different target.

Ruby leaped down into the trench that held the tracks before they went beneath the school and glanced around, her eyes panicked, looking for Yang. Then she was swept off her feet from behind. Her sister was crushing the life out of her, crying and saying something totally incoherent.

"Rubyohmygodtheshipanitangunand-"

Ruby put her hand to her sister's mouth. "I know Yang. I know. It's ok though. It's ok." Yang's loosened grip tightened again in another hug.

In Pyrrha's incoherence, Ren took the lead, somehow managing to remain totally calm as his only home came down in flames behind him. "We need to get moving. Ruby, dial up your locker before something happens to the building."

Ruby nodded, pulling out her scroll and entering the code. As soon as she finished inputting the code, they took off down the tracks, headed for the massive wooden structure. There was no response from the massive ship when they broke cover so Ruby allowed herself to slow down, not using her semblance. Yang already had her gauntlets on, but the locker was nowhere in sight. She was also carrying an unsealed envelope, with a picture sticking out.

Ruby shook her head. Judging by how Yang was stuffing it into her belt, she was going to continue her search. Ruby had hoped that Yang would give up eventually, but today was not going to be that day.

Pyrrha dropped back behind them, suddenly turning. Ruby whirled around to see what she was doing, only to watch in awe as Pyrrha used her semblance to redirect a 130mm shell into the river far below. Noticing the sheen of sweat break out on her brow, Ruby saw that Pyrrha couldn't run and keep them safe at the same time. "Pyrrha! I'll carry you, just keep the shells off of us."

Pyrrha looked briefly concerned, then nodded, sprinting over to Ruby between vollies.

Ruby grabbed the larger woman piggyback, and the group continued moving away, with Pyrrha focused on preventing any shells from hitting thier target, assuming they were the targets and not the ground to the sides of them.. While the red-haired girl had never fully explained her semblance to Ruby, it became obvious that whatever she did exerted force on her as well as on the metal.

By the time they reached the end of the bridge Ruby was staggering, and Pyrrha had stopped redirecting shots that weren't life threatening. The trestle had taken several direct hits, and Ruby dreaded to think what would happen if the service train survived long enough to make it's usual journey. However, she had more pressing matters to deal with.

While Ruby had plenty of time to think about what more than likely waited on the other side the george, she had expected to have Pyrrha and herself at least capable of fighting, and had not expected to be met by 3 people who were, from their weapons and neon green, black, and orange clothing, clearly Hunters. Ruby immediately named them Black, Orange, and Green. Not knights, not soldiers, not even specialists, but regular ordinary hunters. The ones who were supposed to be neutral. They were standing in the middle of the tracks, obviously there to block their escape.

Yang, as was her tradition, ignored all logic and decided that she was going the take on three hunters with only Ren and Nora for backup. She threw a punch, a burning trail following her fist as it smashed into Black. He didn't even waver. Then she fired Ember Celica and threw him backwards a foot or two. He backflipped and then rebounded, swinging his axe in a wide arc and sending Yang flying. When she landed, he was already on her, swinging his axe in a large downward arc. She was smashed into the railroad ties hard enough to dent them, and as he continued to exert pressure on her, Ruby watched her sisters aura flicker and then vanish. Her semblance, which had been the only hope for winning this fight, was now out of play.

"That's for being dumb enough to try and fight me," he muttered, transforming his axe into a long rifle and slinging it into a shoulder holster. "I don't want to hurt you kids, so please, let's do this nicely."

Ren barely had time to draw Stormflower before Orange had Ruby held in front of him, his double barreled assault rifle pressed against her back. "Jet over there is a nice guy. Be glad you're not dealing with specialists and come quietly."

Ren turned to Jaune, who nodded, eyes locked on Pyrrha and the double barrel pressed into his friends backs. Nora let out a subdued "Awww;" but she set Magnhild down.

Green, who hadn't even moved, chuckled. "Wise choice." He reached down to his waist and pulled out a radio. "We got them. Come and get us, but keep low. That crazy bitch on the walls is still going at it."

The radio responded instantly. "Ten Four, Black, Alpha-Three. We are enroute. ETA five Minutes. Looks like you get a front row seat for the demo core's big moment."

As soon as he heard the radio click off, the one holding Ruby let go, and the axeman stepped away from Yang. Ruby immediately used her semblance to rush to Yang, followed by Jaune. Orange looked surprised at her speed, then even more surprised at the sight of the petals as they appeared behind her, and he walked over to the one with the radio and began conversing in urgent tones.

Ruby was oblivious, checking Yang's vitals and then just pressing herself against her sister. "You thought you could take a direct hit and use your semblance, didn't you? There was nobody to back you up; you nearly got yourself killed."

Jaune looked shocked and slightly terrified at the realization of the strategy Yang had employed, but he kept silent, allowing the sister to confirm that the other was ok. Ruby realized she was crying, but didn't care enough to stop.

Then Orange walked over and looked down at Ruby. "Girl, you wouldn't be related to a Summer Rose from team STRQ, would you?"

Ruby looked up sharply, eyes wet. "She was my mom."

He took a step back at the past tense. "Son of a bitch. She saved my life from an Arto Alpha in the far north of Mantle. I'm sorry to hear that."

Ruby glared at him, silver face contorted as she lashed out. "Oh, you're sorry, are you? Sorry for beating up my sister and threatening me at gunpoint?! Sorry for breaking your sacred oath and betraying the trust of the human race?!" Her voice rose to a shout.

He winced, holding his hands up as if to ward off her accusations. "This wasn't exactly my idea, darling. According to Ironcock, your guy Ozpin was powering the Grimm with his aura." Jaune and Nora both broke out laughing at that, but he ignored them. "I don't know what the fuck the general pulled, but I watched films from all over of attacks on the defenses just vanishing. One second, an ursa is tearing some poor bastard a new one, then it's just gone. All over. He told us we could either help to establish peace, or be considered a threat to the safety of the Atlesian state. The vast majority didn't fancy taking their chances, so we ended up here."

Yang and Ruby looked at each other, then Ruby nodded. Standing, she turned to him. "We knew Ozpin had died, but I'm not sure what to make of that last bit."

JNPR looked collectively stunned at her easy agreement. Jaune was the first to speak up, directing his question to the both of them.

"You're sure? Nobody lied to you-"

Ruby closed her eyes as she cut him off, face pained. "I saw the body. Glynda told us some things, then just said she had to leave. Haven't seen her since."

Ren and Nora said nothing, their faces ashen. Jaune and Pyrrha just gaped at her.

The Hunter turned back to his counterparts. "These fuckers just confirmed what Ironprick said, about the old wizard being dead."

The one called Jet shook his head. "Damn everything. If that's right, then I'm guessing what happened with the Grimm in those vids is also right. And how do we celebrate the removal of the greatest threat in the history of mankind? With warfare." He shook his head again, eyes closed. "Goddamn."

Ruby looked over at him. "If you're so pissed off, do something about it."

His foul mouthed partner glanced over, chuckling. "Like what? Let you go? Into a hostile city in that condition? Yeah-fucking-right. You'd run into a squad of Knights left down the tracks just to make sure we didn't try anything. Then we would be on the run. No support, no backup, the enemy has aerial surveillance and partial public cooperation. I think I'll stay right here."

Jet winced at the brutally honest statement, but nodded in agreement, turning towards the school, his back to the group. "He's right. We're signed members of the Hunter Brigade of the first Atlesian military division. We go AWOL, we'll have specialists with orders to bury our bodies on us faster then you can blink."

Ruby said nothing, following his gaze to the massive airship hanging over Beacon, now surrounded by a swarm of support craft that were ferrying people up and down from the central buildings.

They just stood like that quietly, the whole group of them watching people crawl over the wreckage like ants.

All at once, Deliverance turned and began to move away from the wreckage of their home. The support fleet also moved off, leaving only a single ship hovering above the tower.

Ironwood had to do it personally. He couldn't leave anyone with the knowledge that they might have blown up any one of the 43 students that were still unaccounted for. The vaults were just as Evander had told him, glowing black symbols painting the walls, Dust, and more glowing symbols. He had personally placed the charges down there and taken the pictures they would need. Now all he had to do was press the button. He turned away from the rubble, standing and walking into the landed AAC.

"Take us up."

The pilot nodded somberly at his words and gave a muttered, "Yessir." The engineers had been incredulous when he had ordered them to demolish the school, not even reacting to the news that there might be as many as 40 people trapped down there. He was going to do it nice, do it safe, get everyone out early. However, no plan survives first contact with the enemy. He still had no idea why the Black Queen was at Beacon. She had caused three of the ten confirmed casualties today, and by her resistance forced him to abandon his plan of leaving the school intact. Trapped in his thoughts, he barely noticed Winter handing him the detonator. She had requested to come on this last flight, and he had obliged. Her sister was on the missing list, but she somehow seemed assured that Weiss had escaped. Probably not worth the amount of trouble it would cause to call her out on that. He reached down, feeling the button, knowing the terrible power down below.

He wondered how many were still down there. He wondered how many lives he would rend into tiny pieces by pressing this button. He knew he was wasting time, he knew they needed to make it appear that time was of essence, but these were lives they were playing with. Then his line of thought was cut off. Winter had placed her hand atop his. He got the message.

Standing, he walked to the console and looked through the windshield at the rubble.

Then he pressed the button.

*CIWS; Weapons systems designed to literally fire a stream of lead and cut oncoming projectiles apart to stop them from impacting the ship. Used commonly aboard modern naval vessels.

A/N Sorry this took so long. However, this chapter is much better then it could have been. As always, thanks to my editors, /u/Challos, /u/clamzilla, Atang, and especially my head editor /u/TheSwedishMoose. If you're interested in helping with the editing please pm me. This Chapter may be edited at a later date, as I am publishing without direct approval from a few of my editors.