Prologue

Ruby Rose squeezed her jaws together and swing Crescent Rose with both hands. The blade sheared through the Ursa's spikes and split it open from shoulder to chest. She pulled the trigger and the blade jerked through the remaining flesh and sent the beast's torso flying into the face of an approaching Beowolf. She sunk the blade into the beast's chest as it was stunned.

The hoard of Grimm was finally starting to thin out. Fifteen minutes ago, the train's explosive payload had detonated beneath vale and the Grimm flooded through the breach and into the city. Ruby had been fighting nonstop ever since and she was exhausted. Her silver eyes darted about the town square, searching for another likely opponent when she heard a high-pitched voice calling her name. 'Ruby! Ruby!'

It was faint at first, but it came clearer now. Ruby turned to see Weiss standing amidst the chaos of the battlefield, shouting her name. She was pointing towards the sky. "RUBY! WATCH OU-"

The air was ripped apart by a tremendous explosion.

Ruby was thrown into the broken asphalt and the debris showered around her in a furious hail. The world crashed and clattered, cracked, slammed and tumbled around her. The impact of the blast had knocked the wind out of her. She rolled over onto all fours, gasping for air, but the air was choked with dust.

After a fit of coughing, she pushed her hands into the ground and tried to ease herself up, but she collapsed onto one knee.

Everything hurt.

She lifted her ringing head and looked around, dazed and aching. The world was a chaotic mess of smoke, fire and screams.

Fire. There was fire everywhere. She could hardly see through the haze and smoke. She squinted through the plume and saw dark figures all around her. The smoke was stinging at her eyes so she couldn't quite make them out, but they seemed to be fighting. The world was throbbing and everything seemed to move slowly like water. Everything sounded muffled and distant through her ringing ears.

She turned her head slowly to the left and saw the burning wreckage of an enormous airship about fifty paces away. Even at this distance, she could feel the heat of the flames hot on her face. Screams and shrieks were coming from inside. It had crashed directly into the wall itself and dark figures were already pouring through the enormous gap. She looked to her right. All around her, people were choking, coughing, screaming, fighting and dying in the dark. Who they were or why they were fighting, she couldn't quite say. She looked down. In the rubble next to her lay her scythe. She saw her soot-coated hand reach out for it. She saw her numb fingers curl around the haft.

She used her weapon for support as she stood up on wobbly legs. She took a few shaky steps forward, stumbled and nearly fell. Quick footsteps came rushing up from her left. She flinched away just in time to dodge the steel fist flying for her head. The body it was attached to stumbled a step, righted itself and turned slowly to face her. It was missing its right arm and its right half was burnt black and slightly melted like candle wax. The parts not burnt or covered in soot were bright, shining steel, shimmering orange from the surrounding flames. It lunged forward for another attack as Ruby brought her scythe around in a swift, deadly arc, shearing the top half of its head clean off. It collapsed in a heap of scrap metal at her feet.

Ruby blinked and rubbed her eyes, still trying to make sense of all this. A battle? Who's fighting? And where's my team? She was trying to shake the thickness from her head when a hand seized her roughly under the arm. She jerked her head around. It was Weiss, Myrtenaster in hand. She was bright, almost blinding amid the throbbing chaos. "Ruby! We have to go!" Her voice pierced through the din of battle sharp as a knife. Her icy blue eyes were wide with adrenaline and concern.

"Huh?" Ruby replied.

"We have to go!" Weiss yanked Ruby by the arm. Ruby stumbled over her own boots and collapsed to one knee. "Uugh. Weiss? What's going on?" she mumbled. "COME ON!" screamed Weiss. She shoved her sword through its sheath, grabbed Ruby's wrist and pulled her arm over her shoulder. She half-dragged, half-carried the girl away from the burning, screaming mass.

Chapter 1

The makeshift stronghold was silent but for the crackling of the fire and the occasional cough from the survivors; dim but for the shifting firelight and the half-hearted glow of the dust lanterns, casting their shifting shadows through the thick stone pillars and across the high vaulted ceiling. It should hardly have come as a surprise that Ozpin's clockwork Tower contained an underground fortress with quarters and facilities for thousands of citizens in case the city was overrun. It was complete with running water, electric dust generators and even hot showers. The one thing it didn't include was food.

Weiss stepped through the entrance alongside Blake Belladonna. Weiss blinked as her eyes adjusted to the gloom. They strode down the stairs into the underground sanctuary, hefting a large crate between them. A dozen ragged survivors came in after them doing likewise, the last securing the gate behind them. Weiss and Blake unloaded their haul with the other provisions and made to join their team. It was always good to see them after such a long mission.

Ruby enthusiastically shook Yang awake. "Yang! Wake up wake up wake up! Weiss and Blake are back!" Yang smiled to herself under her blanket. It seemed not even the end of the world could dampen her little sister's spirits. She got up and turned to face her approaching teammates. "Hey guys!" she called out. "How was the haul?" "Better than usual I suppose" Weiss admitted, easing herself delicately onto her bunk. "but it won't last long." At that, the girls fell silent, clenched their jaws and stared at their shoes with pensive faces.

Food. It always came down to food. No matter how much they brought back, it was gone in a flash. Their only means of obtaining food were to send scavenging parties into the ruined, Grimm-infested city. But in recent weeks, these parties were going missing more and more, and when they did return, they brought back less and less. Providing for over 2000 survivors was proving to be no easy task. Even with this haul, the fortress had enough food to last for perhaps one more week. Two at a push, and with extreme rationing. Nowhere near long enough for help to arrive from the other kingdoms.

Ruby was never one to so sulk. "Well, scavenging the city has kept everyone alive so far. I'm sure we'll be able to hold out until help arrives!" she piped, ever the optimist. Understandably, her enthusiasm was scant shared among the group.

"Well, we might not have to", said Blake. "We found something else". Ruby and Yang looked up as Weiss elaboutated. "An Atlesian supply drop with enough food to sustain the fortress for months", said the ivory heiress. "It was left behind when the Atlesian military abandoned the city." Blake slid Gambol Shroud from its sheath and set about sharpening the blade. Weiss did likewise with Mytrenaster, cleaning the chamber clutch assembly. They may have been be covered in grime and soot and their nails wedged under with dirt, they may be aching from a thousand scratches and stiff bruises and their clothes may be torn and tattered, but the tools of the trade were always spotless. "Trouble is, it's surrounded by Grimm." she went on.

"Wow!", chimed Ruby, on the edge of her seat. "That'll be enough to keep us going until help comes!" "That'll mean no more scavenging parties!" exclaimed Yang. Team RWBY took a moment to relish the prospect of not having to leave the safety of the Tower for days at a time; never again having to brave the dangers of the fallen city. Weiss cut the moment short, ever to the point. "If we can manage to secure it and bring it here. It's going to take more than the average scavenging party to pull off a mission of this magnitude. We're going to report to Glynda first thing tomorrow morning."

Gunfire crackled in the distance, punctured intermittently with explosions of varying strength. Yang paced back and forth through the Alley, biting her fingernails to stumps. Weiss had left to retrieve Ruby from the battle at the breach not ten minutes ago and she was already worried sick. "That's it!" she shouted "I'm going out after them!" Blake hopped down from the crate she was perched on. "No! If you go out there, we'll have to send someone after you after Weiss and Ruby return. Give her more time!" "She's right", Jaune added. "They'll be back before long, I'm sure of it." Yang heaved a sigh. She slouched over to the box and sat down, elbows on her knees, head in her hands.

Jaune had organized this rendezvous point. After that Atlesian airship crashed into the wall, it was clear that the battle wasn't going their way. Since the initial breach half an hour ago, they'd been fighting nonstop and it had worn them ragged. Jaune's breastplate was deeply scored after a glancing blow from a deathstalker's tail and a thin line of blood had trickled from his forehead past eye, down to his cheek. Hardly any of them were without some type of injury. All of them were covered in a thousand aching bruises and scratches and they were all critically low on aura. Tensions were high and Nora and Pyrrah had started arguing some time ago.

"I still say we coulda taken em'!" Insisted Nora Valkyrie. "There were too many!" reasoned Pyrrah. "I've never seen so many Grimm in one place. Not to mention those Atlesian Knights…" Her voice trailed off and a silence passed over the group at the uncomfortable memory of those steel soldiers.

No one had seen it coming. When the Atlesian Knights turned on their masters, the Atlesian military tore itself apart in a matter of minutes as the vast majority of their ground forces suddenly became hostile. They all knew that with no one left to defend the breach, it wouldn't be long before Vale was overrun with Grimm.

Yang's eyes went wide as Weiss rounded the corner of the alley with Ruby on her shoulder. "Ruby!" She rushed to help Weiss ease her sister down against a wall. "Ruby are you okay?!" "I'm fine", she mumbled. "Just a little dizzy."

"How is she?" Yang asked Weiss, who had already set about binding her bleeding head in a bandage. "She'll be fine. Probably just a concussion." Yang's relief was palpable. It was as if someone had lifted a thousand pound weight off her shoulders.

Jaune stepped forward. "Alright, everyone's here" he said. Weiss stood up. "Now what? We obviously can't stay here", she stated, curt as always. "You're right. We need to regroup with Ozpin's main force and join the defense, but first, we need to get the wounded to…" Jaune was cut off by a humming sound. It was distant at first, but it was growing louder. The students rushed out onto the street to get a better view.

They gawked in awe as a fleet of Vale airships screamed across the sky toward the breach in the wall. Shortly after they passed, there was a rumbling of explosions in the distance. They could feel the ground shaking under their feet. At that, the crackling of gunfire and the din of battle in the distance intensified tenfold. "Whoa", said Yang. "Incredible" added Pyrrah. Those were all Vale airships, thought Weiss. Were are all those Atlesian vessels defeated already?

Her thoughts were cut short when she saw a group of people approaching from down the street. As they drew nearer, Weiss recognized none other Coco from team CFVY at its forefront. Behind her was a group of terrified civilians and a mismatched assortment of fighters. Her shades were cracked, her beret was missing, and her sleeve was torn away at the elbow. The fighting must have been savage indeed to mar her outfit.

"Coco! What are you doing here?!" exclaimed Jaune. "What's going on out there?!" demanded Weiss.

"Ozpin and his seniour staff have rallied the remains of Vale's defence force and are moving on the breach to buy the civilians some time to escape. Most are being loaded onto airships bound for Vacuo as we speak, and the rest are being escorted to Ozpin's Tower. Apparently, they'll be safe there until help arrives from the other kingdoms. I've been instructed to gather any remaining citizens and soldiers I can and help escort the civilians to the Tower."

The ragged students were taken aback. Ozpin, fighting in the breach? That's where the fighting's thickest, Weiss thought. Jaune turned to face his team. "Right! Then there's no time to lose!" Teams RWBY and JNPR fell in with the crowd. Weiss recognized the green-haired girl and the grey-haired boy from sparring practice among them. They had clearly seen better days. They were covered in soot and ashes, and while they had previously seemed smug and sardonic, like they constantly knew the punchline to a joke no one else could guess, they walked now in silence, staring dead-faced at their feet. Weiss couldn't help but notice that the girl's hands were shaking.

Before long, their group arrived at Ozpin's Tower and joined swelling mass of terrified survivors clamoring to get inside. The streets were packed shoulder-to-shoulder with a sea of humanity flooding for refuge while Ozpin's exodus flew overhead.

Glynda had converted an empty supply room into a makeshift war room. Dust lamps burned bright on the walls and a long table was brought in along with several empty wooden crates to serve as chairs. A large map of the city of Vale was posted on the wall behind Glynda. Around the table were all of the huntsmen and huntresses in training housed in the Tower. In attendance were teams RWBY, JNPR, CVFY, and Emerald and Mercury. The improvised nature of this setting did nothing to diminish Glynda's indomitable presence and the students sat at rigid attention.

"As you know, Ozpin's Tower, where we are currently housed, has a central position in Vale, here." Glynda tapped her crop to a green dot at the center of the map. "According to intel brought to us by Blake Belladonna and Weiss Schnee's scavenging party, there is an abandoned Atlesian supply depot containing a very large amount of food roughly thirteen kilometers to the North, here." Glynda moved the crop several inches up and tapped a large red X marking the position of the supplies. "The area is a known hotspot for Grimm activity, but we need to secure those supplies in order to last until the airships return."

Glynda locked both hands around the crop behind her back. "The objectives for this mission are to draw the Grimm away from the drop site, secure the supplies and bring it back to the Tower. Team CFVY will serve as the distraction." Glynda turned to address Coco directly. "Coco, you and your team will approach the hoard, get their attention and retreat immediately to the North-East towards downtown Vale. You should have little trouble evading them in an urban environment. Once you have lost them, you are to return to the Tower." Glynda's countenance grew stern. "Mind you, this is the most dangerous role by far. Also, the other teams will be relying on you to ensure that the Grimm are drawn away from the objective before they move in, so you will be bearing the responsibility for their lives." She pushed her glasses up closer to face with two fingers. "I do hope you understand that." Coco made a solemn nod in acknowledgement. Glynda turned to Ruby and Jaune.

"Once the large body of Grimm have been lured to the North-East, teams RWBY and JNPR will approach from the South-West, eliminate any remaining Grimm and advance to the supply depot. This depot is stocked with enough food to last us until the airships return. Fortunately for us, it also includes an Atlesian Paladin to carry it back to Tower for us" Glynda made a small circle around the red X with her crop. "Team RWBY will establish a defensive perimeter around the enclosure while JNPR loads the supplies onto the Paladin. There likely won't be enough room for many passengers, so teams RWBY and JNPR will return on foot while the Paladin carries the supplies."

"But how?" Asked Jaune. "None of us know how to pilot an Atlesian Paladin." Glynda regarded Jaune from behind her spectacles. "Jaune, I'm sending two exchange students from Mistral with you to bolster your team. Their names are Mercury Black and Emerald Sustrai. Consider them under your temporary command. Both of them have been trained in the operation of the Atlesian Paladin." "Understood", acknowledged Jaune. He glanced over to the quiet pair sitting at the far of the end table. Glynda continued.

"Any questions?" A solemn silence passed over the room. Glynda straightened her back, chin up with an air of strict, martial authority. "I hardly need to emphasize the importance of this mission. Success will ensure the survival of yourselves and everyone residing within these walls. You will deploy tomorrow at o' six hundred hours. Dismissed."

The big hearth fire burned warm in the fortress common room day and night. Nobody was around at this hour, so Mercury and Emerald had it all to themselves.

Emerald sat on the armchair in front of the fire, elbows on her knees. She stared intently into the flames with her blood-red eyes, doing what she had done since the breach; Thinking. Contemplating. Reasoning. Trying to think of how she'd ended up here and what went wrong. Mercury lay stretched out on the couch to her right, staring at the high ceiling with dead eyes. They hadn't spoken much since the battle. The room was deadly silent beyond the crackling of the fire.

Mercury closed his eyes, heaved a sigh and sat up. "You still think she'll come back for us?" He asked half-heartedly.

If Emerald had heard him, she gave no indication.

"Still think this is all a part of the plan?"

Emerald continued to sit in silence

"Or have you finally accepted that we're on our own now?"

Emerald's face twisted into a scowl, but otherwise remained locked on the fire. Mercury smirked.

"What's the matter? Still upset you couldn't be her little pet like you always wanted?"

Emerald shot up, sending the chair crashing backwards. "Something went wrong!" she shouted, fists clenched at her sides. "She didn't mean for this to happen!" Her raised voice echoed off of the high ceiling as Mercury stood up too. "Open your eyes, Emerald. She had this in mind from the very beginning!" Mercury's rage had been boiling and festering ever since he was trapped in this dingy hole in the ground with the rest of Vale's helpless sheep. Now he could finally let his frustration fly. "Her plan was flawless! Right down to the last detail! The dust, transmit tower, the train, the Atlesian Knights, the airship, everything! It was all planned out months in advance and it went off without a hitch!" Mercury's voice was steadily growing louder. "If you ask me, the only thing that went wrong was that we got out of that ship alive!" Emerald stepped forward. "No! You're wrong! She wouldn't do that to us! She didn't mean for that to happen!" Mercury crossed his arms and shook his head. "Someone in our line of work ought to know by now, Emerald. It's every man for himself. She used us! We were just pawns!" he spat. "We always have been! She never cared about us! She never cared about YOU!"



That last word echoed around the room and inside Emerald's head. The room fell silent once more. She clenched her jaws, spun and stormed off so he couldn't see the tears.

Mercury sat back down. There was a time when he might have gone after her. Out of pity or remorse perhaps. But Mercury was far too tired for either.

End of chapter 1. Proceed to chapter 2 (Duh)