The Fall of the giants

Fairgrounds

The fairgrounds were in chaos as civilians ran away from the hordes of Grimm. Atlesian Knight-200s kept firing at the dark creatures as several other grimes were running rampant around. Blake and Weiss just watched in horror of everything going on around them. Civilians continued to flee as Grimm continued to run amok.

"I don't believe this...I-I mean this -and-an- Rex he-he" said Weiss as she began to whimper in sadness.

Blake pulled out her scroll and said "Yang, are you okay?"

Yang was running down the hall and said "I'm fine. Is Ruby with you? She's not answering her Scroll. And what was that about someone getting stabbed. I didn't see what was going on"

Blake and Weiss looked at each other in horror as they didn't know how to respond but they knew she had a right to know. "It was Rex. He got stabbed by one of Penny's blades" said Blake through her scroll. Yang came to a complete stop at hearing Blakes words. She couldn't believe it as she brought a hand to her mouth and mumbled "No"as she felt a single tear roll from her eye.

Yang wiped the tear away and said "Please tell me you're joking. Please Blake. Say it ain't so" as she tried her hardest not to cry.

Blake and Weiss looked at each other in worry as Blake said "If I did, I'd be lying" as they both of them looked down in sadness.

Hearing that, Yang began to cry at her friend being hurt. She admitted she liked him but she could see that he wasn't ready for a relationship. But now hearing that he was in pain, hurt a lot worse than she had imagined. She then remembered her sister was still out there so she asked again.

"Is Ruby with you" she asked again.

Blake shook off her sadness and said "No, she isn't. Yang, I'm sure she's fine. She's our leader. She can take care of herself."

Yang closed her eyes and curled her fist into a ball while still trying to stop her crying.

"Right. Do you know if anyone is helping Rex."

"No. I don't know but I'm sure that he might be ok. He will be back. He wouldn't die like that. After all we've been through, I'm sure he'll be fine" said Blake, trying to calm Yang down.

Yang sniffed as she said "Yea, theres no way that would stop him. But still, I'm on my way" as she continued forward with Zwei following her.

"This can't be happening" said Weiss as she was just distraught at what was happening "Rex...."

"I'm headed to the docks near the courtyard. The White Fang are releasing Grimm into the school!"

Blake was widened as she said "The White Fang is here!?" but then the scroll turned off as Blake yelled "Yang!".

No Answer

Blake grunted in anger as she pulled out her scroll as Weiss asked "Blake, what are we going to do?"

Blake just stared at her scroll and said "We're going to the docks, and we're doing our job."

Blake used her Scroll to call upon her rocket locker, which landed behind her and opened up to reveal her weapon. Weiss gave one last look at Blake before nodding in agreement.

Amity Colosseum

People were still running and screaming away from the colosseum and heading to the exits while the Nevermore screeched and continued to weaken the force field.

Warning: Safety Barriers Failing

As the civilians ran , Ruby just stayed kneeling on the ground with her head down, her expression in a mixture of shock and sadness. But she knew she had to help him, even if he might be on death's bed, she had do something so she stood up and began running past the scared people as she headed to the arena.

As the Nevermore circled around the colosseum, Pyrrha was still in shock at what she had done. In a quick moment of trying to survive what looked like a thousand swords aimed at her, she ended up stabbing someone she trusted. She felt awful. Even if she wasn't at fault, she still did it

"PYRRHA!! Pyrrha, that thing's going to break in! You've gotta move!" said a voice, which turned out to be Jaune and that snapped her out of her trance as she then got up and began running towards Rex. She came closer and saw that he was bleeding out and not moving. She then saw the blades were still in him. She angrily turned to Penny who too was in shock and said,

"Get your swords out of him" to which Penny broke out of her thoughts well and said,

"Of course" to which she did but when she pulled them out, that made Rex cry in pain.

"AHHHHGGG" he screamed as he placed his hands over his wounds.

"Oh my god. Rex, Hang in there" said Pyrrha as she began placing her hands on his and began using her aura to try and heal the wounds. She was putting all her effort into saving him. She felt awful for doing this to him so she wanted to make it right.

As Penny retracted her swords, she stood up and ran over to Rex and sat down while placing his head in her lap.

"Do no worry, dear friend Rex. We will get you fixed" said Penny as she was worried for his safety. Pyrrha kept using her aura to try and fix his wounds. She wouldn't let him die. He had a duty to protect Amber and she wasn't going to let him die know. He was her friend and the one that they need right now. She kept trying her hardest to fix him until.....

"S-s-sto-stop, Pyrrha" said a groggy voice as that same voice held onto her hand. She turned to see Rex with his eyes opened, barley, and staring at her.

"R-Rex. YOU'RE ALIVE" she chanted as she hugged him but then he grunted in pain, to which she retracted from him and said "Oh my god. I am so sorry."

He then heard Penny "Sensational. You are ok, dear Rex" as she felt happy he was alive.

Pyrrha then gasped as she forgot what she was suppose to be doing and almost put her hands on him again until Rex said groggily "Stop, you need your strength to fight those beasts out there"

"But you'll die if I don't treat you" she said trying to reason with him, to which just gave a slight chuckle as he said "You forget, I am my own healing factory" as he laid back down in Penny's lap and the areas were he was stabbed began to glow blue.

Penny and Pyrrha took notice of this as Pyrrha lifted his shirt and saw that his wounds were healing up and soon the openings the blades made were gone. She then let go of his shirt and saw that he began to get up from his spot but then he fell down, to which Pyrrha caught him.

Rex gave a slight chuckle as he said "I'm my own healer but not the blood bank as well" as he turned to the blood staining the arena.

"It is ok, Rex. We will help you up" said Penny as she grabbed the other side of Rex and the both of them lifted him up.

"REEEXXXXX" yelled a voice as they saw Ruby running towards them at fast speeds but Rex held out his foot, implementing her to stop since he couldn't use his arms right now and said "Stop Red."

Ruby came to a screeching halt as she was now right next to the group of three.

"Rex. Oh thank god you're ok. I thought we lost you" as she hugged him. Rex tried his best to hold in the pain he was still having because he knew that Ruby needed this right now. She pulled away from he hug and turned her attention to Penny. She then hugged her very tightly and said "Oh Penny. I thought we had lost you. When I heard you were fighting Pyrrha, I feared the worst" she said.

"Oh never fear, dear Ruby. I have Rex here to thank for. Had he not pushed me out of the way, I would be in pieces right now" said Penny in her cheerful way.

Hearing this made Pyrrha raise her eyebrow in question as she said "What do you mean by that?"

Ruby gave a nervous chuckle as she didn't mean for those words to slip out of her mouth as she said "Uh-Well, you see..."

"Penny's a robot" said Rex, to which made Penny and Ruby be shocked in surprise.

"Rex, how did you know" said Ruby in question.

"Lets just say, these things tend to get passed around a little" said Rex, in half-truth.

While they kept talking, the Nevermore completely broke through the holographic barrier, and the force of it landing on the arena floor knocked back the others. The girls sat up as they saw the beast as it screeched and lunged towards Pyrrha.

Suddenly, the Nevermore was then stabbed by a giant sword, to which the gang turned their heads to see Rex, standing in slumped way as he said "Leave her alone!" as he retracted his sword and the grimm turned into dust.

Pyrrha turned to Ruby and Rex and was scared to face them after what had happened "I... I'm so sorry." as she tried to fight back her tears. But then she felt someone hug her around her waist as she heard someone say "But it wasn't your fault. You couldn't have know about Penny. Thats why I did that. But that's not the only problem here" She turned to see Rex was the one hugging her.

"She's right" said a voice which turned out to be Jaune as he was carrying her weapons towards her. "Whoever was on that microphone... they're the ones that did this. They are the ones that sent the grimm here and now we have job to get rid of them."

Pyrrha stood back up and took her weapons back from Jaune, the two of them exchanging determined expressions. They then heard rocket engines coming their way as the looked up and saw a bunch of rocket lockers heading towards the arena.

"Look out" said Ruby as everyone dashed away from the arena. Then multiply thunks of the lockers could be heard. They then saw other students running towards them and collecting their weapons. Rex and Ruby looked ahead of themselves and now saw the impressive ensemble of students. But the moment was cut short when they noticed a hippogriff-like Grimm land on top of the colosseum. They flew towards the group of students as Ren said "Griffons."

Neptune looked in worry as he said "Anybody got a plan of attack?"

Ruby then turned to Sun and said "Sun! I need your Scroll!"

Sun used his tail to flick his Scroll to Ruby, who caught it and used it to summon her locker, which opened up revealing Crescent Rose inside. However, Ruby is stopped when a Griffon landed on her locker, and roared at her before being scared away at the sound of a gunshot.

She turned to see Professor Port holding his weapon as well as Oobleck as he said "Students! I think it would be best for you to leave."

"But we did a-"

"Miss Rose! This day will surely go down in Remnant's history. I'd prefer it if my students could live to tell about it."

Ruby nodded at the Doctor's words before grabbing Crescent Rose and twirling it into it's scythe form as she yelled "Let's go!"

With the students clear of the arena, Port and Oobleck stood back-to-back with their weapons in their hands as the Griffons circled around them

"One final match, Barty! Place your bets!" laughed Port as they charged at them.

Civilians continued to run and flee in panic as they reached the docking bays of the colosseum. Atlas Soldiers were directing civilians to calmly step into the Air Buses. But as they did that, White Fang Bullheads showed up and began dropping off more Grimm at the docking bay. Two Atlesian Knights escorting General James Ironwood effortlessly gunned down an Ursa.

As they proceeded forward, the Knights were suddenly brutally ripped apart by a much larger, armored Beowolf variant. The Beowolf then noticed Ironwood as the General started to run towards it, gradually picking up speed as he neared the charging Beowolf.

He screamed a loud battle cry as he pulled out a pistol from his coat. Ironwood ducked and slid under the Beowolf's swipe and shot at it twice. Pivoting as he skid across the floor, and used his free hand as a break. The Beowolf landed and shook its head then charged at Ironwood again, who fired his revolver three more times before having to duck under another swipe.

The Beowolf attempted to swipe at him again with its left claw, but Ironwood effortlessly stopped it with his own right hand. The General then fired at the Beowolf's feet, the explosion causing it to get airborne, and still gripping it's claw, Ironwood proceeded to swing it back down to the ground with his own brute strength. Ironwood then picked up the Beowolf, aimed the revolver at its skull, and pulled the trigger, causing black blood to splatter from it. Ironwood then watched the body of the Beowolf dissipate before leaving. The students then came from around the corner just as the grimm died.

"What's going on!?" asked Ruby.

The general turned his head to the group but then he saw that Rex was alive and well. When Rex saw him too, the general walked over to him and said "You're suppose to be guarding Amber. It's your job."

Rex just grunted as he said "Well, If I didn't leave in time, Penny would be dead. Show some gratitude will you."

"I will show some when you get back to Beacon and keep her safe" said Ironwood as he pointed out towards the academy.

Rex just nodded as he formed his wings and began to fly back to Beacon.

"Sir where is Rex going" asked Jaune.

"He is going to do what we all should be doing. Grimm are crawling all over the city. The White Fang's invaded Beacon, and to make matters worse, some... vagabond has seized one of my ships. Until we regain command, the skies are out of our control. So I'm....going to take it back" said Ironwood as he turned towards his ship.

But then Jaune asked "But what should we do?"

Ironwood turned and faced the students as he said "You have two choices. Defend your Kingdom and your school... or save yourselves. No one will fault you if you leave. Let's move out!" as he turned around again but then he was stopped as he heard a girl say

"What do you want me to do" to which he turned and saw Penny standing there. Ironwood began to think what would be the best course of action for her so he said "Help them" as he got on his ship and flew away.

As Ironwood left, the students looked at each other and murmured before Sun said.

"I mean... come on!" but then Jaune said.

"We can take a ship to Beacon!" as the students then turned to another ship nearby and began to head in Rex's direction as well.

Roman Torchwick

With everyone in "Blue-2", out like a light, Roman was having a fun time messing with stuff, and acting giddy, like a child in a candy store.

Roman walked over to a control panel as he said :Hmm... let's see, what does... this button do?" to which an explosion could be heard. "Oh, fun! How about ... this one?" to which the airship suddenly emptied its cargo of Atlesian Knights, all on standby, as they fell to the ground with a massive thud "Hm. Alright, nothing."

Neo then walked forward and handed Roman a Scroll with the Black Queen insignia, as he inserted it in the console.

"Oh-ho-ho! Now this one, this one's gonna be fun!"

Glynda and Qrow

As a squadron of Knights were shooting down Grimm, they suddenly stopped as their visors and LEDs turned a dark crimson, and turned around, pointing their guns at Glynda and Qrow as they continued to fight the Grimm. The realization shocked them as they saw the Knights were now turned against two of their now former allies.

"What!?" yelled Glynda as the two now had more to deal with than a few minutes ago.

Courtyards of Beacon

Weiss and Blake were running towards Beacon when suddenly, they were nearly caught off-guard by the local Knights who also had the crimson light in their masks now, succumbing to the virus and turned towards them, fortunately Blake reacted quickly and said

"Look out!"

Blake managed to push Weiss aside in order to dodge incoming fire, but the Knights surrounded them, forcing them to draw their weapons.

Ironwood

Meanwhile, the oblivious general was still en route to the stolen Airship when suddenly the robots in his ship began to glow red now too as the Knights on his dropship suddenly turned on him.

Ironwood reacted too late while saying "No!"as two flashes could be seen from the cockpit as the ship now began to fall and plummet down to the ground. The students watched in horror as they saw dropship fall from the sky. Penny looked out the window and gasped in shock as she saw her own general going down in a blaze of fire. She then balled her fists up and decided to run to the bay doors of their air Bus.

"Penny! What are you doing!?" yelled Ruby as she followed her.

Penny then jumped off the Air Bus as it barely took and landed on the platform. Ruby followed suit but used her Semblance of speed to safely land on the runway after freefalling in the sky. She looked to see Penny running towards the ledge and yelled "Penny wait" to which Penny replied.

"What is it, Ruby."

Ruby caught up and said "Take me with you."

Penny knew that it was dangerous but she knew she needed all the help she could get. She then carried Ruby, bridal style, and activated her swords and made a powerful blast which sent them flying. They saw the ship that was supposedly taken and drew near as they then landed on top Roman's stolen airship with a thud.

Roman could feel and hear the thud so he gestured to Neo saying "Ugh... go see what that is."

Neo simply nodded at Roman's command, and left the control room.

Weiss and Blake

Back at Beacon, the hacked Knights continued to fire, but they were getting cut up by a flurry of slashes, courtesy of Weiss as she took down a sizeable group of knights using a combination of Myrtenaster's strikes as well as her using her Glyph Semblance, while Blake fought off a group of White Fang soldiers, before using her Semblance to dodge a dual sword-wielding soldier, more White Fang grunted as they charged at her, but they were all suddenly knocked back by Weiss.

Afterwards, Weiss and Blake stood back-to-back, but noticed a group of human Atlas Soldiers fighting off an Atlesian Paladin, which had also been affected by the virus and turned rogue. The Paladin easily batted aside several of the soldiers.

"Come on!" said Weiss to Blake.

Before Weiss and Blake could assist the soldiers, they noticed a Bullhead beginning to crash land. An armored Beowolf then jumped out of it before it could crash with the aircraft. The Beowolf landed on the ground and started to chase after fleeing civilians. Weiss and Blake exchanged one last look with each other before parting ways.

"Be safe" said Weiss as the two began to split up.

Sharing a nod the two split up, Blake began running just outside the dining hall. However, she stopped when the Beowolf from earlier latched onto the side of the building above her. Her attention was then drawn away from the Beowolf when she heard a wounded scream inside the burning interior of the dining hall. She turned then gave a look of horror when she saw a familiar figure throwing an Atlas soldier across the floor.

"No... Adam?"

Adam grinned creepily as he said "Hello, my darling."

Rex

Rex was still flying towards the tower but then he saw a bunch of grimm chasing people out in the fairgrounds, so he knew he had stop and save them. He charged towards a herd of grimm heading towards some people and landed on the ground. Seeing them come closer, made him form his Bad Axes and charged towards them. He quickly slashed through the horde and gestured the people to get to safety.

When the people began to escape, he turned his attention back to the rest of the grim but saw so many people running in different directions. He began to panic as he needed to be in several places at once.

"what do I do. what do i. What--do-I" he mumbled as......

......something great came at just the right moment.

He then looked up with determainton and said "Yea." He then began to put the blueprints together and saw that they went on his legs so he activated his nanties and began to build. And out came the new build. A pair of regular sized mechanical boots hovering over black and blue balls in the form of the Yin and Yang symbols.

Rex grew a smirk as he then moved his right leg back and pushed off it and before he knew it, he was zooming across the plains. In his eyes, people were moving slow so when he came up to a grimm monster, he formed his sword and slashed the beast in slow motion, to him, but to everyone else, they didn't see it coming.

Rex stopped as he looked down at his new build "Yea. This'll do nicely. Welcome to the team...uh" he said as he tried to think of a name and then said,

"Lighting impulses" as he named them on the spot. "Now I've still got a job to do." he said as he began zooming off, killing the grimm and saving the people.

With the other students

The students had finally made it back to beacon, and battled the many Creatures of Grimm. Everyone had their work cut out for them but this was the job they signed up for. But farther away from them, Cinder, Emerald, and Mercury were standing on the rooftop, with Mercury filming the chaos with his Scroll.

"Beautiful." said Cinder.

"It's almost sad" said Emerald

"It's horrendous. Focus on the Atlesian Knights." said Cinder.

"Oh, I'm getting all of it.

"Good. Continue the broadcast until the end. Did you find anything in the camera footage" Said Cinder as she asked Emerald, who then pulled up her own scroll.

"Yes, she's in the tower. And lucky enough, there's soldiers at the near the elevator."

"Good. Program them to go up to Ozpin's office and keep her in that room. It'll make our introduction more dramatic." she said as she and Emerald began walking away.

"And do not miss what happens next" she said as a tremor could be heard from far away.

Glynda and Qrow

Back in the city, Glynda and Qrow continued fighting, before they too are shaken by another tremor. Qrow stabbed his sword into the ground to keep himself standing.

"No..." said Glynda.

Elsewhere

A mountain started to violently shake and crumble, as various body parts of a monstrous-looking Grimm began to be revealed, before the mountain completely broke apart, a released a titanic Wyvern. The Wyvern roared as it flew over the abandoned Mountain Glenn, heading towards Beacon. As it flew, it exudes a black, tar-like substance which dropped to the ground in the city of Vale and spawned various Grimm.

"I hate my job" said Qrow as he readied his sword and charged at the grimm.

With the other students.

The students were now in a pickle. Not only did they have to deal with the grimm now but also Atlas soldier robots and Paladins too. Everyone was having their own struggles as Weiss then arrived on the battlefield, and charged in but got swatted aside by one of the Paladins arm.

"Weiss!" yelled Neptune.

Yatsuhashi tried to hold back a Paladin's fist with his sword, but he got overpowered and knocked back. The Paladin then turned to and started approaching a distracted Lie Ren.

"Look out! yelled Nora as she pushed him and ended up taking the hit instead.

"Nora! No!" he yelled as he ended getting hit too.

"Uh, this is bad" said Neptune.

Coco turned towards Velvet as she said "Well, I guess now's a better time than any. Velvet!"

Velvet turned to her leader and excitedly said "Really?"

"Just make them count." said Coco as she smirked.

Velvet nodded as she walked up to the Paladins.

"What are you doing!? She's going to get hurt!" said Weiss, feeling concerned for Velvet.

Coco just smirked and said "Just watch."

Velvet stopped right in front of paladin and then held out her arms and then in an instant, her camera she had been carrying around began to glow and before anyone saw it coming, a pair of blue lines in the form of Rex's Smack Hands appeared on her arms.

(Plan to try and make them look like they're said. Give me time.. They'll be here)

Weiss's eyes widened in surprise at what just happened. Velvet had just created her very own giant fists that Rex had used in battle. Now that was cool.

Clenching her new fists, Velvet quickly brought the fists down to the ground and launched herself into the air as she dodged the cannon fire as she then brought her fists together and slammed them down hard onto the giant robot, causing the robot's top to get crushed and made it fall down. Velvet then landed on the ground with her new fists on the ground too.

The robot stumbled around a bit but began to get back up and when it began to charge at them again, her camera glowed again and on her right arm was Rex's BFS but with blue lines on it as well. She charged towards the robot then jumped high in the air and in one fail-swoop, she brought the sword down, and slashed the robot in half.

Velvet then turned back to the others and just smiled while holding a thumb up, having her sword lay on her shoulders thinking "Bet Rex would've loved to have seen me in action" as she continued to smile.

But before they could take a breath, another advanced Paladin rushed in from the corner and began to charge at them.

"You have got to be kidding me!" said Sun, but Velvet just created Rex's Bad Axes with blue lines on them and charged towards it.

With Penny and Ruby(Before Velvet's fight)

Just as they got on the ship, they were attacked by grimm and began to defend themselves. But just as Ruby sliced up a griffon, she turned to see Neopolitan had just now appeared, now changing into her standard attire with a wave of light washing over her from bottom to top, as she winked after taking a picture of Ruby, sending it to a certain crime lord with the following text:

"Guess Who?"

"Oh, you can not be serious! Well at least its not the boy" he said as he realized his old foe is interfering yet again, the wanted criminal quickly picked up the scroll and his cane and walked up to the top of the airship.

Penny looked at the girl in confusion and the turned her attention to Ruby saying "Is this a friend of yours" she asked.

"No" said Ruby as she aimed Crescent Rose at Neo and said "She is definitely not a friend. She's the enemy"

Penny nodded in understanding that she wasn't on their side. She then pulled out her swords and got ready to attack.

Ruby was the first to attack as he did a low swing, to which Neo somersaulted over it but as she did that, she was blasted by several energy blasts from Penny's swords. She slided back a bit but then ducked the next swing, before performing another backflip to dodge the third. Ruby then twirled Crescent Rose before attempting another low sweep, only for Neo to back-flip away from her consecutive twirls.

Once Ruby finished spinning her weapon, Penny ran towards her and began spinning her blades back and forth and then gave her a good slash to the arm, only for Neo to shatter, and there her place was Roman as he fired a shot back with his cane, making Penny jump back to Ruby. Ruby looked around Penny and then saw her old enemy.

"Little Red, little Red, you are just determined to be the hero of Vale, aren'tcha? You and that cursed boy. Oh wait, I just saw that he was..... well you get my "point" said Roman as he emphasized "point" and trying to provoke her.

It almost worked as she was about to charge at him in anger, but she felt a hand on her shoulder as she turned to Penny and saw that she was shaking her head no. Ruby's anger dissipated as she turned back to Roman and said

"What are you doing!? Without these ships, the Grimm will destroy everything!"

"That's the plan!" said Roman without a care in the world as he then aimed his cane at her but Ruby swatted it away, causing him to move a few feet off-balance, before Neo returned and leapt over her and was about to kick her to the side, but she was stopped by Penny's blades. She then backed away as Penny began chasing after her.

Ruby turned her attention back to Roman as she asked again "But why!? What do you get out of it!?"

"You're asking the wrong questions, Red! It's not what I have to gain, it's that I can't afford to lose!" he said as Ruby charged at him but Roman dodged her next attack and then slammed barrel of his cane to the ground and fired, causing the cane to ricochet and hit Ruby, before catching it and fired the weapon once more over his shoulder. The blast is enough to send Ruby holding on for dear life, with the embedded blade of Crescent Rose the only thing preventing her from falling.

"I may be a gambling man, but even I know that there are some bets you just don't take. Like it or not, the people that hired me are going to change the world! You can't stop 'em, I can't stop 'em!" he said as he aimed his cane at Ruby but then he heard firing blasts and turned to see Penny fighting Neo but then Penny opened Neo's umbrella, which sent Neo flying off the airship, leaving her with a frightened gasp as she was silently left at the mercy of the Grimm roaming the skies and the raging winds.

"NEO!" yelled Roman as he then scowled at Penny and then fired multiple shots at Penny, which took her by surprise and ended up getting sent of the edge of the airship.

"PENNY.NO" yelled Ruby as she reached her arm out. She grunted as she then began pulling herself up. Ruby grabbed Crescent Rose and aimed it at Roman as she said "I don't care what you say! We will stop them and I will stop you! BET ON THAT!!"

Ruby then charged at top speed with the use of her Semblance at Roman as he gripped his cane and then ducked her next attack and then hooked his acne around her leg and pulled on it, making Ruby fall to the ground, making Crescent Rose slide away from her. She immediately turned around to see Roman with an angry expression on his face with his cane aimed at her and then said "You got spirit, Red. But this is the real world!

Roman then whacked Ruby with the butt of his cane, sending her back a few feet.

"The real world is cold!

Roman landed another coshing but this time on Ruby's legs.

"The real world doesn't care about spirit!"

Ruby then kicked him in the knee, causing him to lose balance as he prepared a downward strike.

"You wanna be a hero!? Then play the part and die like every other Huntsman in history!"

He then proceeded to smack Ruby with the butt end of the cane again.

"As for me, I'll do what I do best: lie, steal, cheat, and SURVIVE....."

CHOMP

Just as Roman was about to prepare a final, overhead swing, a Griffon suddenly appeared from the sky and swallowed him whole, attracted by the negativity of his rant. The roar sent Ruby back a few feet, before the two charge at each other. Ruby prevailed when she kicked the beast in the head, sending it through the hull and causing it to crash. She knew know she had to get off the ship but then she heard grunting nosies and turned to see Penny trying to climb back onto the ship.

"Penny" said Ruby as she ran over and began pulling her up. The two hugged each other in comfort as they heard an explosion coming from the cockpit and then nodded to each other that they needed to get off of the ship. Penny picked her off and began heading down to the ground as they landed safely on the rooftops of Vale.

Glynda and Qrow

Back in the city, Glynda and Qrow were still busy fighting the grimm that the bigger bird grimm had left behind while Qrow was busy slicing up a few infected Knights with his sword.

Nearby, Cardin giddily knocked back an Ursa with his mace, but then got held at gunpoint by a few infected Knights. Suddenly, their heads are shot off, surprising Cardin. As the smoke cleared, General Ironwood had stepped out, and had miraculously survived his crash but now his uniform was damaged and it was now exposing the right half of his body to be cybernetic. Without hesitation, he shot down all of the infected Knights with his gun. Flipping it into his right hand to club the last one as it leapt at him.

"This area's secure! We need to-"

Suddenly, Qrow's expression changed into what appears to be anger. He transformed his sword into a scythe and charged towards Ironwood.

"Qrow! This isn't my doing!"

Qrow continued charging, despite Ironwood's words. The general flipped his gun in his hand and got into a battle stance, preparing for the perceived attack. However, Qrow leapt past Ironwood, who turned around just in time to see a large Griffon lunging at him. With one swing of Qrow's scythe, the Griffon was sliced in two. Upon landing, Qrow turned around to address Ironwood.

Qrow just scoffed as he said "You idiot. I know you didn't do this."

Ironwood sighed in relief as he lowered his head and put his hand to his forehead, while Glynda placed her hand on his shoulder.

"So what now, General?" asked Qrow.

"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 the local Huntsmen and establish a safe zone here in Vale. We need to evacuate Beacon. Qrow, I'm leaving that to you and my men. I still need to get to my ship."

The three then heard a loud noise and turned to see its source: Ironwood's ship slowly nosediving into the ground.

Qrow just chuckled as he said "Well, it won't be much of a walk."

"Very funny" said Ironwood as he began heading towards his fallen ship, he looked up and saw two kids running through the rooftops.

"Wait, was that Penny" he thought. But then out of nowhere a flash of blue came zooming by them. So quick they couldn't keep up and then the blue light began running back towards Beacon.

"What the hell was was that" asked Qrow but no one knew the answer to that either.

With the other students (Now)

The students were getting ready to fight the incoming Paladin. However, electricity came out across it and it suddenly powered down, collapsing and sliding to a stop in front of them.

"Hm. That went better than expected" said Sun.

Weiss doubled over in exhaustion as she then heard someone yell.

"Weiss! You're okay! Have you heard from Ruby?" which turned out to be Yang.

Weiss just shook her head no.

"What about Blake?" she asked.

"She went after an Alpha..and some members of the White Fang" as she pointed in the direction of the cafeteria.

"You look for Ruby. I'll meet up with Blake" said Yang as she hurried off in the direction that Weiss pointed, while the heiress gave a thumbs up.

Blake and Adam

"This could've been our day! Can't you see that!?" said Adam as he yelled at her.

"I never wanted this! I wanted equality! I wanted peace!" she said as she raised her sword, with the blade folding into sickle mode, and shot at Adam, who blocked both bullets with his sword.

"What you want is impossible!" he said as he sheathed his sword and backhands Blake across her face, knocking her over.

"But I understand because all I want is you dead, Blake. I thought I had an apprentice. One that I could trust. You promised that you would take my teachings and share them with others but you just took that all and spat it back in my face."

She began to raise her sickle again, only for him to kick it out of her hand, knocking her over once again.

"So as I set out upon this world and deliver the justice mankind so greatly deserves, I will make it my mission to destroy everything you love.

"Blake!" yelled a female voice, which Blake knew was Yangs.

Yang's voice drew their attention to one of the broken windows. She soon came into view as she shot a White Fang member, before looking around for her teammate.

"Blake! Where are you!?" said Yang as she continued to search for her teammate.

Adam looked at Blake to see her terrified expression, then returned his gaze to Yang.

Adam then smirked as he said "Starting with her."

Adam drew his sword and stabbed it into Blake's abdomen near her left hip, causing her to shriek in pain. The cry caught Yang's attention

"Huh?" she said as she turned and gasped in horror. Her friend was being stabbed by an unknown Faunus to her.

Adam stood upright as he pulled his sword from Blake's flesh and turned to face Yang.

"Get away from her!" yelled Yang as her eyes turned red and a burst of flame erupted from her. She leapt at Adam, drawing her fist back with tears in her eyes. Adam smirked as he saw her inching closer and closer towards him. He began to draw his sword as she came closer to him. He swung his sword towards her and came closer and closer......................

........YOU LEAVE HER ALONE" said a voice as they zoomed in, to which Adam turned to, only to get hit by something hard and heavy and was sent flying through the walls of the cafeteria and disappeared from sight. Yang immediately stopped as she turned to the person and saw that it was Rex.

He had his smack hands out, still in the position of him punching. He then retracted his hands and turned to see Yang, still with tears in her eyes.

"Rex. Y-you're- YOU' ALIVE" she yelled as she ran up to him and his him very tightly. Rex embraced the hug as he figured that she too needed this. But she noticed he was a little bit taller, so she looked down and saw that he had a new build they hadn't seen before.

"Is that a new build" she asked.

"Yes it is but we don't have time for that. I need to heal Blake" as he turned around and grabbed Blake and zoomed out of the room. Yang saw the blue trail he left behind and was about to follow him, but then he came back, carried her bridal style and sped away.

Courtyard

Yang and Rex came to a stop as she saw that they were back in the courtyard but then turned to see Rex was kneeling down on the ground. She then saw him placing his hands over her wound and they began glow blue. He kept them there for a while then removed them to see her wound was gone.

Rex then stood and looked around. There didn't seem to be any grimm around them so he knew he had one last job. But then he was interrupted by Pyrrha saying "Rex. What about Amber."

Rex was about to turn to Pyrrha to answer but just as he did, he saw flashing lights coming from Beacon tower. Immediately, his eyes widen as he yelled "AMBER" which made everyone turn to his yelling as he began to run and then formed his wings and began flying towards the tower. Pyrrha saw what he was yelling at and immediately began running towards the tower.

"Wait, where are they going" asked Nora.

Jaune looked Rex flying away and then turned to Pyrrha and then said "I'll follow her and see what's up. You two stay here and help these guys out" as he began to follow the running Pyrrha. Nora and Ren nodded to each others and tended to the others.

Beacon Tower(during Penny and Ruby's fight with Roman)

Amber was just watching the screen in horror. Beacon and Vale had became infested with grimm and it seemed the Atlas ships were being hijacked. All of this was a complete and utter disaster. Amber felt so useless. She was given the powers of the fall maiden yet half of it is gone and she was still bed ridden. But what really made her sad was seeing her savior stabbed on screen. She absolutely bawled when she saw him fall like that and only feared the worst.

She was then brought out of her thoughts when she heard the elevator bell ring and she turned to see 6 Atlas robot soldiers walking out of the elevator but she saw that their visors were now red but she didn't focus on that. She was more concerned why they weren't helping the other down there.

"What are you doing here. Go out there and help them" she yelled while pointing out the window. But while she "pointing" out the window, she then saw the soldiers "pointing" their guns at her. This made Amber gasp at their actions.

"What are you doing. Ironwood...."

"Ironwood isn't in control of them any more dear. They're ours now" said a voice that came out of one of the robots. The voice made her eyes widen even more. That was the voice of the women that put her in a coma. She then heard the second elevator ring and out stepped, her assailant and one of her assistants. She walked slowly up as she gave her a smug look and said

"My, my. What a sight. The person given the power of the Fall Maiden is reduced to a bed ridden fool. How pitiful" she playfully said.

"I'm only here because of you" yelled Amber in anger.

Cinder just giggled at her reaction but then began to ponder in thought. She finished her thoughts and then said "Now that I think about it, you're suppose to be in a coma. After the state we left you in, you shouldn't be talking to us. How did you come out of your paralyzed state."

Amber just grumbled and said "Like I would tell you anything" as she just looked away from her.

Cinder just laughed and said "I guess you don't really to say. It was Rex, wasn't it" and upon hearing this, Amber slightly flinched at her words and that was all the confirmation she needed.

"I believe that says it all. So he can heal people, even in a coma state. He truly is an interesting individual. Too bad he... lets just say, got the point of this whole ordeal" she smugly said, to which Amber turned her head and glared at Cinder in anger and said

"Don't you dare speak of him like that. You are not worthy to say his name, you bitch." Hearing this didn't sit well with Cinder as she just turned a sour expression and said "I think this is enough chatting for a while. Now will you give me what I want or will I have to kill you for it" as sparks flew from her hand.

"How about you leave and never come back" said a voice over the loud speaker. Everyone was surprised by the voice that wasn't any of theirs. Suddenly the third elevator rang, and out jumped Ozpin with his cane in his hand. He ran and knocked one of the robots heads off and jumped over right next to Amber.

"You've hurt this girl for the last time, Cinder Fall. You will go no further" said Ozpin in a angry voice as he pointed his cane at her. Cinder just chuckled as she said

"Oh, dear Ozpin. It seems age is getting to you. If you can't see, your completely outmatched" she said as she gestured her arm out ward to show the Atlas soldiers aiming their guns at them. But just as she said that, the robots red glow disappeared as they then fell to the ground.

Cinder and Emerald just stood there, wide eyed at the fallen soldiers. Ozpin just smirked as he said "You were saying"

Cinder just grunted and then formed her bow and fired an arrow at Amber but Ozpin deflected it with his cane. Emerald then ran towards Amber and began rapid firing with her weapon but Ozpin redirected the shots and made them hit the wall or his windows. He then hit Emerald with his staff, which made her fly backwards.

Cinder and Emerald regrouped at a distance from and focused on their only target.

"Even if we've lost more than half, its still 2 on 1 and those odds aren't in your favor, Ozpin" smirked Cinder as she readied another arrow, while Emerald readied her weapons as well.

Ozpin just smiled as he said "Oh I think you'll see that I have an entire calvary at my side" said Ozpin as he walked back and spread his arms out to protect Amber from any incoming fire.

Emerald just laughed at Ozpin's words and said "Oh yea. What calvary" but as she was about to fire her guns, they began to hear a buzzing sound. Cinder didn't take her aim off of Ozpin but her eyes began to look around. "What is that sound" she said as she continued to look around.

Ozpin then grabbed Amber's bed and rolled it away from the window. He pushed it off to the side and then turned his head towards the enemies and then gestured his right hand to the side, as the buzzing was getting louder and then said "The Calvary"

CRASHH

As the windows and the parts holding the window were broken through as it was Rex still having his wings out and crashed through the window. Dust and debris flew everywhere while bits of Rex's wings broke off as well, as Rex fell to the ground with a thud. He groaned at the pain but shook it off and hopped up and looked around him to see what was going on.

"Ah, right on time. Mr. Salazar. Though I must say I am disappointed. I told you to watch Amber and you go running off" said Ozpin in a stern way.

Rex looked towards the voice and saw that Ozpin was right next to Amber, who was still in bed, and then turned to see Cinder and Emerald covering their eyes from the dust.

Rex then turned back to Ozpin and said "Well if I hadn't gone, Penny would be over there, over there and up there. So I think I did something good there" said Rex as he pointed in different directions.

Ozpin just sighed as he turned to see Cinder and Emerald reacting quickly and began firing towards Amber but their firings were met by a blue, see through bubble. They all turned to see that Rex had formed his Block party and was keeping them safe.

"Well done Mr Salazar. Now I believe we do have one last thing to do" said Ozpin as he held his cane to his side.

"Right, time to..."

"Time for you take Amber and get out of here" stated Ozpin.

Rex was shocked by this "But Oz, I can take care..."

"You will take care of Amber and get her out of here. That is an order" said Ozpin as he raised his cane to Cinder and Emerald.

"But sir...."

"I will not let Amber die today and I know that you don't want you to either" said Ozpin. Rex didn't want to leave Oz behind but he knew he had to keep Amber safe.

He then felt a hand on his shoulders and saw Ozpin giving him a somber look as he said "I'll be fine, my boy" to which Rex looked down in despair but hone nodded his head in reply. Ozpin then switched his cane over to his right and pointed out the window he broke through and said "Now Go."

Rex nodded and deactivated his block party, allowing Cinder and Emerald fire to attack them but Ozpin defected them with his cane. Rex reached his arms into the bed and picked Amber up, bridal style, and began to run to the window.

"Don't think you can escape me again" said Cinder as she sent a fire ball towards Rex, but Ozpin was too slow and it made contact with Rex and sent him and Amber flying out the window. Amber began to scream as she and Rex were falling down Beacon Tower but Rex shook off the pain as best he could and formed his Ryder and began to head towards the docks, where he saw everyone was at.

He flew as fast he could but his emotions were all over the place and the burn mark on his back seemed to trouble him and before they knew, as he got closer the ground, his Ryder broke apart and they fell to the ground with a thud.

Rex and Amber groaned in pain until they heard a voice saying,

"REX" yelled Yang as she had seen the glow from his Ryder and ran up to him. She then saw someone else was with him.

She lifted him up as he grunted but then he said "Don't worry about me, focus on her" he said as he stood up away from Yang. Yang was about to protest but then Rex said

"Please Yang. Help me get her over to the others." Yang knew she didn't have time to argue so she obliged and carried the new girl over to the others.

Air buses were picking up the last few civilians and students while Peter and Oobleck were overseeing the evacuation.

"That's it! Everybody on board! This is a mandatory evacuation!" said Port.

"A safe zone has been established in Vale! Please, remain calm and listen to Atlas personnel!" said Oobleck.

Weiss was watching over Blake and was waiting for the rest to arrive to which she heard someone say "Help" as she turned and saw Rex and Yang carrying a girl.

"I'm coming" she said as she ran over to them and took Rex's spot and carried the girl over to the others. They set her down as Rex grimaced at the burn mark on his back. His burn area then glowed blue as his began healing himself.

Once he was done, he ran over to the group and bent down to Amber and said "You feeling alright."

"Yea, just sore from that fall" as she scratched her head.

Rex sighed in relief as he began stand up and was about to tell the gang something but then he noticed two members of JNPR were missing.

"Hey, where's Jaune and Pyrrha" he asked.

"They ran after to you. To the tower, I guess" said Ren as he was being looked over by Nora.

This made Rex's eyes widen in fear as he yelled "NO. Pyrrha, Jaune" and then formed his new speed build and zoomed away from the group but then he doubled back and looked at the them with a serious look and pointed and Amber and said "Guard her like your life depends on it" he said as he then turned around and zoomed back to the tower.

The gang were shocked at how fast he suddenly could move but then they heard a voice that said "Guys. They turned to see Ruby and Penny running towards them from away from the campus.

"Ruby! Penny" said Weiss

"Oh, I found you!" said Ruby as she came to a complete stop.

"Ruby, where have you-" said Weiss but Ruby stopped her by saying.

"Don't worry, I'm fine! What's going on?" asked Ruby.

"Is there any one that needs medical attention" asked Penny.

Unsure of what to say, Weiss lowered her gaze sadly"

"Weiss? What is it?" asked Ruby

Weiss stepped aside, giving Ruby a clear view of Blake lying on the ground, while Nora was patching up Ren, who was too battered and bruised to fight.

Ruby was shocked to see her friends in such states, but didn't know what to say

Sun walked over to Ruby and said "Hey. They're gonna be okay. The soldiers have a ship ready to take you guys to Vale."

"But Jaune and Pyrrha are still missing. And Rex just ran after them, I believe" said Ren.

Nora attempted to stand, but she quickly sat back down, groaning and holding her side.

"What!?" exclaimed Ruby, hearing some of her friends still weren't back but as she yelled in worry, the giant flying grimm shrieked loudly, causing all of them to turn towards it.

"Look, guys, that giant Grimm is circling the school! Even the White Fang are pulling out! We all have to go, now!" said Sun.

"We're not... leaving!" said Ren as he tried to stand up, but then fell to his knees.

"No we certainly are not" said Penny as she saluted.

Ruby turned her gaze back to Beacon and thought "Oh Rex. Where are you."

Just as Rex ran off

Rex zoomed away from the group and ran back to the tower as fast as he could. In his slow motion view, he knew he couldn't get there through the elevator and get back up there, so he turned around and began running up the side of the tower as fast as he could. He could see the opening to which he flew through and tired to slow down, but he came much too fast and flew straight up the tower and flew higher.

"Crap" he thought as he then began to stop and then activated his wings and flew down to the opening. He came closer and flew right in and quickly deactivated his wings. He faced forward to help Ozpin but his eyes widen in horror at what he saw.

There was Ozpin on the wall but in a crucified form with arrows holding his hands up, while other arrows held his feet in place and one in his heart. Rex lifted his hands over his mouth and shock and began to cry as he mumbled "NO" He stopped as he walked over to Oz and said "NO"

He then fell to the floor and began to cry. Crying that he had failed. He was suppose to save everyone. But he failed to save Ozpin.

"I-I-I'm sorry Ozpin" he said as he looked at the dead body of Ozpin. But then something happened he didn't see coming.

"You should be, boy" spoke the supposed dead Ozpin. This took Rex by surprise as he then felt something stab him in the back. He cried in pain as the crucified Ozpin disappeared and now Emerald stood in place. He crawled away from her but she gave a quick kick to the face and made him tumble back. He was then stopped by something and turned to see Cinder standing above him with her bow in hands and just smirked down upon him.

"A boy with the power to create giant mechanical weapons from his own body and he's stopped by a kick and a few arrows. How sad" she simply said.

Rex grunted at the arrow in his back as he pulled it out and said "What did you do with Ozpin."

"Oh him. Well, lets just say he's...... one with the wind now" she said as sparks flew from her hand. "What you saw from Emerald was a more friendly way to die compared to what we did to him" she said as she put her bow aside.

"And now you'll join him very soon" as she held out her right hand and immediately, Rex saw a bug pop out of her arm and then some black goo flew out of her hand and landed on his face. The goop began make Rex cry out in pain as Emerald and Cinder just smirked. The goop began to glow as Cinder closed her eyes and waited to feel a new sense her body. His powers will soon be hers, but then the elevator dinged and out shot a spear and almost hit Cinder but Emerald stopped it.

The Spear then glowed black and flew back to the elevator. Then Pyrrha and Jaune stepped out and saw that Rex was in trouble.

"Rex" she said as she looked at Cinder and said "Leave him alone" as she was about to attack, a sudden blue light was shining down below them. Cinder turned and saw blue lines appearing on Rex's face and then in an instant, a giant shock hit Cinder and caused her to fly back towards Emerald. Pyrrha and Jaune saw this happen and while the enemies were distracted, she rushed over to Rex as Jaune soon followed her.

"Rex, are you ok" asked Pyrrha. Rex grunted in pain as he then said,

"Don't worry Pyrrha. I'm fine. Just a pain in the back is all" as they all turned to see Rex beginning to sit up. Emerald helped Cinder up and when she was standing, she saw Rex was too. They both were surprised by this as Cinder looked back at her arm and saw that she didn't feel anything. She was suppose to have felt his power but nothing happened. She then looked at Rex as he was starting to get up.

"Did you really think it was a semblance I had or some magical element" said Rex as Cinder just thought "How."

"Nah It ain't anything like that. It's all natural baby" he said as he tried to stand back up.

"Why didn't it work. It should pulled something out of you and you were screaming" said Cinder as she was stilll clinging her hand in fear that her plan didn't work.

"Its called acting" said Rex smugly as began to stand up as he continued by saying "Besides, it wouldn't have worked anyway."

"What are you babbling on about "said Cinder as she know had a scowl on her face.

"My powers only listen to me. If they went to you, well... you'd end up looking no different than the grimm out there" said Rex as he pointed out the window with his thumb, but in that split second, he swung his hand forward and formed his Fun-chuck and slammed Cinder as hard as he can. She then flew back from the hit and clashed into Emerald as they were sent into the wall of the office.

"And that was for Ozpin, you bitch" he said as he deactivated his build and put his hands on his knees in exhaustion.

"Wait. What do you mean for Ozpin" said Pyrrha as she looked at him in worry.

Rex just turned his head to her and shook his head. Immediately, Pyrrha knew what he meant and began to cry. Jaune saw this and ran over to Pyrrha and held her shoulders as he asked "What do you mean. Whats going on" asked Jaune.

Rex just stood up as he said "Ozpin is gone and those two are to blame" he said as he pointed at the wall. He then drooped his head in sadness. He felt guilt weighing him down. HE was suppose to be a hero and yet he couldn't save the head master of the place he had called home ever since landing here.

Jaune just gasped at his words and said "But why. Why would they do that."

Rex could see that Jaune was confused and was about to answer his question but then the room got suddenly dark, like a giant shadow covered the whole. Rex reacted quickly at the shadow and saw the giant grimm was both charging and descending towards the tower.

"LOOK OUT" said Rex as he grabbed the two of them and headed for the opening, just as the the giant grimm crashed into the tower top

BOOM

Just at it landed, Rex pulled Jaune and Pyrrha out of the window and began to fall down the tower. Rex then quickly formed his wings as he was falling and said "Grab on" to which Pyrrha and Jaune clung onto his wings for dear life as Rex then began to fly forwards and away from the tower's falling debris.

With the others

That giant grimm was stilling leaving grimm everywhere it flew so some of the others left to go and keep them away from the remaining civilians that were getting evacuated, which just left RWBY, Nora and Ren to watch over each other.

Then they heard a giant explosion and saw that the giant grimm had attacked the top of the tower. They looked in surprise as they saw the debris falling towards the ground. But then they saw something else but they were too far away to see it. Yang pulled out a pair of binoculars and looked towards the tower and gasped. She saw Rex, Pyrrha, and Jaune falling from Beacon tower.

"NOOOO" she yelled which made everyone around her look towards her in fear.

"Whats wrong" asked Ruby to her sister.

"Rex, Pyrrha, and Jaune. They're falling from the tower" she said which made everyone gasp, but then she saw Rex had formed his wings and the other two were clinging onto it for dear life. She then saw that Rex was flying in their direction. He came closer and closer and then landed near the others. Jaune and Pyrrha hopped off as Nora ran up to them and said "Oh my god. Are you guys ok. That was a nasty fall" as she hugged the two.

"We're fine. How are you guys" asked Jaune.

"Pretty banged up but we'll live" said Ren as he still sat on the ground.

"It is so sensational that we all here and alive" said Penny, but that just seemed to make Rex, Jaune, and Pyrrha more sad.

They all then heard a screeching sound and turned to still see the giant grimm still on the tower and flinging black goop everywhere.

"That giant flying grimm up there keeps making more grimm. We need to take it down" said Weiss as she pointed at the grimm.

They all then saw a heard of grimm coming towards them, but then Coco's team came in and Rex looked and saw something he really didn't see coming. Velvet, running around with what looked like his builds but just in blue lines.

"Is that Velvet with me builds but in blue" asked Rex as he pointed over to Coco's group.

"Yes it is. I don't know how but that's her weapon" said Weiss.

Rex just looked at her as he had so many questions as to how but now, he only had one thing on his mind. How to take the even- bigger bird brain down.

As he thought about that, Sun and Neptune appeared from behind the gang and said "Guys. The grimm are just coming and coming. And we're almost out of ammo. Any ideas on how to take big guy up there, down."

The gang began to talk about what to do but Rex was still in thought about stopping that grimm breeder up there. He had only one option. One chance to take that thing down. But he didn't like it. He then stared at his hand as he began to feel contempt. He then felt a hand shake his shoulders as he turned to see Ruby as she asked "Do you have any ideas,Rex."

Even after hearing her words, Rex just stared at her but then lifted his head to see everyone else was looking at him in question if he indeed have a plan. But all Rex did was look to the side to see JNPR then to the right to see his teammates, Sun, Neptune, and Penny standing there, waiting for an answer. Rex then grew a smile on his face, which just confused everyone.

"You know its amazing about all that's happened since I've been here" said Rex calmly while still smiling. Everyone was confused as to why he was talking like this.

"What are you talking about" asked Ruby.

Rex still smiled as he said "We've been friends for a few months and yet it feels like forever, in a sense."

This seemed to be worrying his teammates as they had looks of worry and concern. "Rex, you're scaring us. What are you saying" asked Weiss.

"I'm saying it feels like we've been friends forever. And I feel like I can trust you guys. So I'm trusting you with this" said Rex as he opened his coat and pulled out a black book. He then handed the book over to Yang who accepted it but was still confused.

"Rex. What are you saying. You're talking as if you're saying goodbye" said Yang. Rex turned his head to her and said "Well that's not what I'm meaning, but........ it could happen" he said as his voice changed dramatically.

Ruby's eyes began to feel like she was about to cry as she said "What are you saying" but then she saw Rex put his hands on her shoulders and said "Even if I'm gone, continue to be the good leader I know you can be." This just made Ruby draw tears as she wanted to say something but Rex took his hands off of her shoulders and began stepping back as he said

"Goodbye, friends."

He then began to turn around and run towards Beacon. Everyone just stood or sat in awe as they were in a complete state of confusion. What did Rex mean by that? What did he mean it could happen?

Rex kept running and running to the academy but as he ran, he began to gather all of his negative thoughts. The grimm, Roman, Cinder and her gang, and the thoughts on the one that is the reason he was here in the first place, Salem.

He began to feel negative emotions in his mind and that seemed to do the trick, as the big bird on the tower looked down towards Rex who was stopped right at the columns in the courtyard. The grimm then began to fly down and land right at the front of Beacon's halls.

The two had a staring contest that could rival any other. The grimm then shrieked and move dish head around as it began to charge towards Rex.

Rex knew that he had no other choice. It was time. To go Omega.

He closed his eyes and focused his mind. Then his body began to glow blue as his hair began to turn a blue blaze. And a circle began to glow from his torso. Soon he became enveloped in a giant flash of blue light.

Everyone covered their eyes at the giant flash of light.

And just as the grim came closer to the light, it was met with a giant knee crashing into its beak and sending it flying back and falling to the ground. The light began to dim down as everyone then turned back to where Rex was and just stare in wide eyes at what they were looking at. There in Rex's place was a giant blue robot, with blue flames coming out of its head.

The giant robot, or Rex's Omega form, looked at the grimm who turned its head back to the giant in front of it, and immediately began to take to the skies. As it flew up, it was met with a giant flying fist and began to stagger while in the sky and tried to stabilize its flying.

The fist retracted back to Rex's giant form and then he began running towards the grim. He grabbed it tail and brought it down the the ground with a strong pull and caused the ground to quake and crack underneath the grimm. Dust blew up as it traveled to the group who were still shocked at what was happening.

There, standing tall, was their friend Rex, who had his own giant form and was fighting that giant grimm that they would've admitted that they would've had trouble taking it down on their own.

"I can't he's had that in his arsenal this whole time" said Weiss.

"Dude, that is so rad" said Sun, to which Neptune agreed with by nodding.

"I bet he could lift Beacon with one hand" cheered Nora.

"Possibly" said Jaune.

"THIS IS SO COOL" squealed Ruby internally but on the outside, she was all "YEA REX. Kick that sorry grims butt" as she raised her hand in the air.

Blake began to wake up as she sat up and said "Whats going on" she asked, to which Yang just said, without looking at Blake, while pointing forward "Thats what's going on" as Blake looked forward and gasped at the giant before them fighting the grimm.

"What the hell is that" said Blake in a freaked out way.

"Thats Rex, man" said Sun.

Blake immediately turned her head back to the giant, who she now knew was Rex.

"How" she asked.

"I don't know but when he's done, I have so many questions to ask"said Yang as she continued to watch the fight. But then they heard footsteps running from behind them and they turned to see Port and Oobleck and their eyes were wide with shock at the giant in front of them fighting the grimm monster.

"Great fires of Haven. What is that thing" said Port in absolute shock.

"Thats Rex" said Ruby as she turned to face the professors.

"My word. There is always something new with this boy. I don't even think a dictionary could fit all the things this boy could do" said Oobleck. But then a shadow flew over them as the gang saw the grimm was flying away from Beacon, followed by a flying fist. But then it began to turn around and began heading back to Beacon, the long way around. Rex's fist came back to him as he followed the grimm and saw that it made its way to the back of Beacon and began charging at Rex.

Even though they couldn't see it, Rex glared at the beast to anger. In his mind, he knew that he had to finish this quick. He began to step back towards the group and stopped at the end of the columns and waited for the grimm to get closer.

The grimm continued charging towards Rex as it got closer and closer, Rex began running towards the bird with his right fist cocked back.The two came closer and closer to each other as Rex said in his mind.

"Goodbye...." as he put his right foot forward and didn't move as fist began to move forward.

"Bird Brain" as he then brought his fist forward and slammed it against the grim's face to which it began to follow Rex's punch.

UN-

I-

VER-

SAL-

Smash

thought Rex as he used all his might and power to smash the grimm to the ground with his fist. Doing so created a giant crater as dust and debris began to fly around like crazy and made the gang lose their balance.

"Move" yelled Port as the kids began to run and hide behind some boulders to hide from the dust and debris. The ground shook like crazy as the wind from the attack blew up dust and debris something fierce. Even though they couldn't see now, they knew one thing.

Victory was Rex's.

A while had passed by as the gang lifted their heads and began to see the dust was beginning to disappear. They immediately ran out to see what had happened with Rex and the grimm. They continued as they came close to the end of the columns, or what was left of them at this point.

They then stopped as they saw through the dust Rex's giant form standing tall from a good distance from them. They then saw through the dust the glow of Rex's eyes and body as his right arm came up and formed a thumbs up indicating that he had won. The grimm was no more.

Ruby cheered in happy ness as everyone began to do their own cheers for Rex.

It was finally over.

The Grimm was defeated.

Rex had won.

Everyone began hugging each other or high fived in victory and happiness.

"Sensational" cheered Penny.

Amber just stood there in happiness as she held her hand close to her heart and cried "You truly are amazing Rex."

Yang finished her hug with Ruby and turned back to Rex. She couldn't help but smile at how great Rex was just right now. He saved everyone and took down that giant grimm with one punch. She couldn't have felt more proud of Rex than now. But then a light came in and light up the courtyard but before anyone could say or do anything.....

BOOOM

A giant laser came flying by and hit Rex...... In his head.

This took everyone by surprise. Who would attack the person that just saved Beacon.

But then another one came and hit him on the head, making Rex stumble back.

Then one more came but it was more powerful than the other two. This made Rex stumble even more as he began to feel funny. In his mind, he wasn't feeling good and soon he saw the images of his time with his new friends here began to flicker and disappear.

"No, not again"he thought as he was losing himself.

Yang didn't expect someone to be attacking him and looked in the direction of the firearms. An Atlas ship seemed to be pointing at him but then she saw the ship starting to come down and crash far from the group.

On the ship

Their enemy was literally standing tall. He had just ruined all their work to take Beacon down so the person decided to take their anger out on him. They then fired Atlas's laser gun at the enemy.

Bullseye

Then another.

Bullseye

Then they put all the power of the ship into the last blast then fired the laser.

Direct hit.

But it was at the cost of the ship staying a float. The person then ran onto the deck  and jumped off while opening their umbrella and floating away from the crashed ship. But not before flipping off the giant metal man. And that person....was Neo Politan.

Back with everyone

Everyone was startled by the loud explosions they didn't see that coming. They then turned to see Rex was stumbling around until he was met by a giant fire ball blast, which also landed on his head.

"DAMN YOU REX SALAZAR. YOU'VE RUINED EVERYTHING" yelled an angry Cinder Fall as flames exited her mouth. That blast seemed be it. Rex began to feel his thoughts fade into darkness as he felt himself fall into it too.

The gang all saw what had happened and were sacred as Rex's omega form began to stumble back and then that fire ball seemed to have been the last straw as Rex began to fall backwards..............

......And onto the remains of Beacon Academy.

CRRASSSSHHH

Went Rex as his arms and body finally stopped their fall as more dust and debris blew up from it, creating more destruction. The tremor that Rex had made sent the rest of Beacon tower to fall down, into the backside of Beacon and made even more dust and debris fly everywhere.

The gang all gasped in shock as they saw their friend had not only fallen but also onto the school too, making it an even bigger mess.

Beacon was destroyed. Not by the grimm. But by Rex himself.

They then saw Rex's omega form begin to glow blue as he began to shrink down.

Ruby's eyes filled with tears as she then yelled "NO. REX" and then used her semblance and ran as fast as she could to her fallen friend.

"RUBY, WAIT" yelled her sister as she ran after her.

Ruby began search through the debris as she kept calling "Rex. Rex. Rex where are you"but she couldn't find him. She began to climb up one of the big chunks of concrete to get over. She made it to the top and began looking around frantically for Rex. She gazed down and she then looked forward and saw through the debris, was Rex, but he was laying flat on some rubble and didn't seem to be moving.

"No, Rex. Please don't be dead" she thought as she jumped over the debris and tried to get to her friend.

Ruby tried to move as fast and she finally got close to Rex but then she was met with an arrow to the arm.

"AAAAUGHH" she cried as she was then kicked back from Rex. Ruby cried at the arrow but tried to see what happened. She looked up and she saw Cinder was walking towards Rex, with a dagger in her hand. She came up to Rex while raising her blade and said "Burn in hell, you freak of nature" and brought the blade down into Rex's torso with a squelch.

Rex didn't even flinch at the pain as he continued to lay there flat, while blood just spilled out from him.

Ruby's eyes widen in despair and began to fill with tears as she felt she was going to go through the same thing with Penny again. Ruby curled her arms to her body, and then suddenly flung her arms out to the side, and began to levitate slightly off the ground as she then yelled

"RRRRREEEEEEEEEXX" as white light flowed from her eyes as she screamed out the name of her dear friend.

The white light enveloped her along with Rex and Cinder. Cinder gasped in complete shock as she turned and said "WHAT?!" as Rex was still laying in the stones.

And Everything went white.

"It's alright. I got ya, kiddo. I got ya."

Static from radio

"Nothing."

"Just turn it off. Without the CCT, there's no point."

"Communication down across the entire Kingdom, no way to contact the outside world... and Ozpin's still missing.

"Yeah.

"This is bad, Qrow.

"Yeah, this is bad."

"By the way, how's he looking."

"*Sigh* He still hasn't woken up.

Timeskip(2 days)

Ruby grumbled in tiredness as she woke up and looked over to see her father asleep in a chair. She sat up and sighed quietly, causing Taiyang to stir awake.

"Ruby! You're awake!" he said happily

Ruby grumbled as she said "Ugh... what happened?"

"Your uncle Qrow and sister found you and your teammate, unconscious. They got you out of there, though, and brought you both home safe."

Ruby looked down in thought for a split second, then looked at her dad as she said "Wait! Rex, is he ok."

Taiyang just looked down in defeat as he said "Uh... He's uh... *sigh*.... he hasn't woken up.... Theres no easy way to tell you this but....he's... he's in a coma."

Ruby eyes widened as she said "What. Where is he. I need..." she yelled as she tried to get out of bed but then fell down in fatigue.

"Whoa, whoa there. You're still exhausted after the battle. He's ok. Yang has been keeping an eye on him in the spare room he used before" he said as he helped Ruby back into bed and then said "I'm just glad to have my girls back at home."

Ruby reluctantly got back into bed as she then said "What happened to the school?! And Vale?! Were they able to clear out the Grimm?"

"Things at Vale are under control, but the school... It's... it's another story" he said.

Ruby began to think back on what happened at Beacon and remembered what happened to Rex. "That wasn't his fault. He was attacked in the head and..and..." she stuttered but then Tai put his hands on her shoulders, trying to calm her down.

"Sweetie, whether it was his fault or not, he still fell on top of Beacon. Some of the grimm showed up after he fell and have been trying to enter Beacon but also circling it. It's nothing they can't handle but it's the school building that's going to be an issue."

"Wait, how did you see that" she asked.

"I saw it on the news" he said.

This made Ruby more confused as she said "What do you mean. The news people ran away when the grimm attacked."

Tai sighed as he said "It's complicated. Apparently someone was taping the whole thing but it seemed to be only on Rex and him fighting at Beacon. I've got it on the TV if you want to see it" said Tai.

"What do you mean? Who did the taping" asked Ruby.

"I... Look that's not important right now. We can talk about it later. Things are just... kind of a mess" said Tai.

"It's always a mess" said Qrow from behind them. They turned to see him finishing his flask before continuing.

"Mind if we have a minute?"

"What, I can't stay here?!" protested Tai.

"Tai. Please" pleaded Qrow

Taiyang obliged and began to leave the room as he said "I'm glad you're alright. I'll go make us some tea.

Tai glared at Qrow on the way out, but Qrow didn't care. He then pulled up a chair and said next to Ruby as he asked "So, how you feeling?"

"Um... I kind of hurt... all over" she said.

Qrow chuckled as he said "That makes sense, after what you did."

"What are you talking about?!" asked Ruby.

Qrow leaned forward in the chair as he said "What's the last thing you remember?"

Ruby began to recall the moments before things went blank.

"We saw Rex had stopped that grimm and when we thought we won....he.....he...." as she remembered Rex getting attacked in his giant form and him getting stabbed after that, which brought some tears to Ruby's eyes.

She then turned to Qrow and asked "Is Rex really in a coma like dad said."

Qrow looked down as he said "Yea. Sorry, kid" and hearing this made Ruby begin to cry a little.

"Hey, turn off the water works. I'm sure he wouldn't want you crying for him" he said

"I... ran to find him.... and saw that Cinder girl stab him and then everything went white!

"Anything else?" asked Qrow.

"I remember.....my head hurting" she said.

"The night you met Ozpin, what was the first thing he said to you?" asked Qrow.

"I... I don't know. I think it was something about..."

"...Silver eyes. That's an extremely rare trait" said Qrow.

"So?" said Ruby.

"You're special, Ruby. And not in the "Daddy loves his special angel" kind of way. You're special the same way your mom was. Remnant's full of legends and stories, some of them true, some made up. But there's one Oz told me from a very long time ago. Back before Huntsmen, before Kingdoms, it was said that those born with silver eyes were destined to lead the life of a warrior" said Qrow as he looked out the window.

"You see, the creatures of Grimm, the most fearsome monsters mankind had ever encountered, were afraid of those silver-eyed warriors. They were the best of the best. It was said that even a single look from one of these fighters could strike a Grimm down. Heh. It's a ridiculous story" said Qrow.

"But... you think that I might be... Wait, wait, how did you know what Ozpin said to me... the night we met? asked Ruby until Qrow said.

"All those missions I go on... all the times I'm away in some far-off place... it's been for Ozpin. But he's missing now. Something's been set in motion. With Oz gone, I'll have to pick up where he left off."

"Then what can I do? If I'm so special, then I can help, right?" asked Ruby.

"You really wanna help? Get some rest. You're in no condition to go anywhere right now. Besides, our enemy's trail leads all the way to Haven. That'd be quite a trip for a pipsqueak like you. Besides, you might wanna check on your teammates. Or what's left of them. Catch ya later, kiddo" said Qrow as he walked away from her room.

Ruby sat for a while in thought and decided to see how her sister and Rex were doing. She began heading towards her room. She walked to the entry and saw Yang sitting on the floor and then saw Rex, without a shirt, with bandages around his stomach and chest. Ruby gasped as she said "Rex" and ran over to him and looked over his body to see if there was anything else wrong with him. She then ran to the other side of the bed and tried to wake Rex up by shaking his shoulders and saying name but then she was stopped by Yang.

"Don't bother Ruby. I've tried that and nothings worked. He isn't waking up" said Yang in a depressing way.

Ruby then saw how sad Yang was, realizing that he indeed wasn't going to wake up. She saw how distraught she was so she worked her way around the bed and then walked over and hugged her.

"I'm so glad you're okay!" she said trying to cheer her up.

"Yea, me too" mumbled Yang.

Ruby frowned as she released the hug.

"Yang, where are Weiss and Blake. And Penny?"

"Weiss' father... came for her" said Yang as her gaze never left Rex.

"What? What do you mean?" asked Ruby.

"No one outside of Vale knows what happened here. Before the tower fell, the last thing people saw was Atlas attacking innocent people and Grimm destroying the city. Everyone's scared. No one knows who to trust. So, Weiss' father came to take her back to Atlas, where he thinks it's safe. She's gone."

"Well, what about-

"Penny was taken back to Atlas. When the situation was done, things began to look bad for Atlas, so Ironwood had to return and he took Penny back with him. Thats all I know" said Yang.

"Ok but what about-"

"And Blake ran! Sun saw her go. After we got to the city, she just... ran!" yelled Yang as she looked at her sister.

"But... why!?" asked Ruby as she was about to cry again.

"I don't know... and I don't care." said Yang as she looked back to Rex.

"There has to be a reason she-"

"No, there doesn't! Sometimes bad things just happen, Ruby!" said Yang.

"So, what do we do now?" she asked.

"You can do whatever you want. I'm not leaving until Rex wakes back up. I can't" she stated as he held his hand in hers.

Ruby could see her sister was hurting as she slowly began to leave the room, but she paused in the doorway, looking over her shoulder to say one last thing.

"I love you." as she began to walk away. Yang just turned her gaze back to Rex as a lonely tear fell down her face. She felt so powerless. Rex had shown to be a strong fighter and saved Beacon but she wished she could've seen the blast coming towards him. She could've saved him but she didn't.

All of her thoughts were interrupted by the sound of tapping glass and a bird call. She looked towards the window and saw that a raven was standing on the window sill, tilting its head side to side. After staring at it for a while, the bird turned around and flew away from the window sill.

Ruby

Ruby began walking down the stairs and headed into the living room. She then saw the TV and saw that it was paused on what looked like the fairgrounds at Beacon that night the grimm attacked. She sat on the couch and grabbed the remote. She hit the play button and the Tv started.

"Devastation at Beacon Academy. Grimm and White Fang members bringing chaos to Beacon, with even Atlas soldiers going rogue and scaring everyone around them. All may have seem lost but reports say that a mysterious young man saved them from being eaten or attacked by the grimm. Here's the special footage of what went down during the battle. Jordan."

said the broadcaster as the TV began playing video feed of the Grimm attacking the fairgrounds. Ruby grimaced at the memories that happened that night but then she saw a flashing blue light zoom past the camera.

Ruby blinked at the light but then saw the camera move over and soon the blue light came back and soon she saw that it was Rex that was the blue light. She then looked down at a glowing blue light down at his legs and saw a build she hadn't seen before. Mechanical boots hovering over black and blue balls. KShe then saw him turning his head around and then zooming away again.

She then heard the TV audio change and turned to see the video was now of Rex battling the grimm and then smashing it to the ground with his strong punch. She was surprised that the footage had followed all of Rex's attacks and in high def too.

"It's amazing. At the speed of sound, this boy had zoomed all around beacon, according to our reports and managed to save the People of Beacon and Vale, leaving the death total at zero. Casualties were still a factor during the battle but no one was reported missing or dead. Truly this boy must be Beacon's shining star pupil. Or that's what we wished had we could be saying"

Hearing this made Ruby feel uneasy as she listened to what the news lady had to say.

"Just when all hope had seemed lost and grimm kept coming out of the flying monster at Beacon, that same boy saved us all from more grim creations."

The footage then cut to a side view screening, showing the flying grimm on top of the tower, screeching its head off. Then the camera zoomed in on Rex running towards the columns. Then in a bright flash, Rex's giant form appeared on screen and Ruby continued to watch Rex battling the grimm until he managed to destroy the grimm with one strong punch.

The footage then cut to seeing the robot giving the thumbs up but then he was attacked by the charging bus and the giant fireballs. Then Rex began to fall backwards onto the school, crushing several parts of the academy.

"Amazing wasn't it. A boy that could transform into a giant metal man, and be able to take down a giant grim like that, only to be attacked and fall onto Beacon Academy really..."

But before the lady could say anything, Ruby clicked off the TV as she didn't want to rewatch or her what the lady was saying.

She then began to think back at how Rex was stabbed by Cinder and ended up in a coma and that just brought her mood down. She began walking into the kitchen when she saw her dad making tea.

He heard her walking in and turned his head. He could see Ruby was feeling down so he said to her "Don't worry, sweetheart. Your friend may be in a coma but he's going to be fine. Yangs watching him. So you know he'll be protected. From what I've seen of him, he wouldn't want you to cry over him so calm down, Red" said Tai as he went back to tea making but then turned back around and said

"By the way Ruby, you got some mail today" as he pointed at the table. Ruby saw that there was a white envelope on the table and sat down and opened it.

As she opened it, several little papers fell out of it and onto the ground.

"What the" she thought and she bent down to pick them up and then read the papers

"Wait. Train tickets. And wait...boat" she thought as she saw all of the little papers were train tickets and boat tickets. 12 in total. She looked closer at the tickets and looked at it closely.

"It says train tickets for... the 26. That's 9 days from now" thought Ruby as she then looked inside the envelope and grabbed a piece of paper bigger than the others and began reading it

"My dearest Ruby Rose. I know that things may seem bad now and your team may be in shambles but you can fix those broken pieces with a little help from your friends, that aren't your teammates. Your enemies trail leads to Haven Academy. I suggest you start heading that way. Don't worry, everything will make sense in the future.

What I suggest you do know is make a few phone calls. Best of luck to you and your friends.

And that was it. Nothing else. Ruby gazed at the paper and began to ponder in thought about wha to do. Well with her team broken up like it was, there was only one thing to do. She had to make a few phone calls.

Timeskip (1 week)

Ruby stepped outside, as she was wearing a backpack, and quietly shut the front door.

"Hey" said a voice which turned out to be Jaune. Standing next to him were his teammates, Nora, Ren, Pyrrha, and the new girl they saved at Beacon. Which was Amber.

"Hey, Jaune. Haven's a long way to go" she said.

"I know but it's the only lead we have" he said.

"Are you sure you all want to come along?" asked Ruby.

"Yes we do. After all, Rex has done so much for us. Its only right to find out why these people did this to him" said Pyrrha.

"The journey will be perilous, and whether we'll find answers at the end is entirely uncertain." said Ren.

"But we wouldn't be here if we weren't up for it" said Nora.

Ruby then turned to Amber and said "And you want to come along, to avenge Rex" she asked Amber.

"Yes. Like Pyrrha said, he's done so much for me. And I want to find the people that did this to him and make them suffer" she said.

"Then let's get started" cheered Ruby as the four began their walk, down the road leading away from Tai's home before Jaune asked

"You got the tickets" to which Ruby said "Doh" and ran back to the house, making the group laugh at her misfortune.

Ruby then came back out and the gang continued on their way to the train station.

"A smaller, more honest soul...

It's true that a simple spark can ignite hope, breathe fire into the hearts of the weary.

The ability to derive strength from hope is undoubtedly mankind's greatest attribute.

Which is why I will focus all of my power... to snuff it out.

How does it feel, knowing that all of your time and effort has been for nothing?

That your guardians have failed you?

That everything you've built will be torn down before your very eyes?

Your faith in mankind was not misplaced.

When banded together, unified by a common enemy, they are a noticeable threat.

But divide them, place doubt into their minds, and any semblance of power they once had will wash away.

Of course, they won't realize it at first. Like you, they'll cling to their fleeting hope, their aspirations. But this is merely the first move.

So you send your guardians, your Huntsmen and Huntresses, and when they fail and you turn to your smaller soul, know that you send her to the same pitiful demise.

In an unknown area

A figure in black was overlooking a barren wasteland as she said

"This is the beginning of the end, Ozpin... And I can't wait to watch you burn." said the woman as her eyes glowed ominously as she made an evil grin.

Train Station

The gang had made it to the train station in Vale and waited patiently for it to get here. When it did, the gang got on with Nora cheering her heart out at how they were going on a trip to Haven in a train, which made everyone laugh as the doors closed behind them.

But farther back, Qrow began walking towards a car that was farther back from the gang. He stopped the door and turned towards the gang walking on the train car ahead of him. He just smirked as he looked down at Ozpin's cane and began to step onto the cart as he the doors closed behind him. And the train began to move down the line.

And so their new journey began.