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Fighting a pit fiend was like riding a bicycle; you never truly forgot your first.

Granted, back then Ozpin had the benefit of his full power to bear against him, as well as the added arcane powers and talents of Salem, Yanca, Roland and Atlanta as well. The first was now his enemy, Yanca had long since vanished and Roland's descendant and the children of Atlanta were by and large either of little power or not suited for this foe before them. Not yet at least and bypassing the devil's aura with the ease that there were worse fates to fear, Ozpin fought like a cornered fox. Strength of arms would not stop this creature, and he wasn't as strong as he used to be before.

But he had experience and he had cunning, which was proving itself in spades as he rolled away from the crack of a fiery whip, Naburus laughing at seeing him flee where before, he'd had tanked it. The skies were dark with grimm, mingled with the forces of Hell and Naburus taunted him, secure in his power and revenge.

"Little parasite. At the end once again, you are alone. A single voice, crying to the tidal wave to cease and drowning for your efforts. But my offer stands... I can make everything better, for the price of your obedience." His voice was a hellish thing, acid dripping from his jaws as he continued.

"Simply stand aside... And I shall take you in your appointed time."

Ozpin stood where he was, leaning on his cane as he examined his resources.

My aura is in the yellow. I have no backup I could trust to face him and live. The generation here will be needed, far more than a single, broken man. There was another matter of importance however, one that Ozpin had hoped to distract the pit fiend from.

Miss Xiao-Long was here. I can't let him get his hands on her or even be aware of her existence. To that end, my life is a small sacrifice. Aloud, Ozpin spoke casually as if they had been meeting in his office instead of the ruined battlefield of the Vytal Tournament.

"A tempting offer. But I'm afraid I'll have to decline. And while I'm not prone to using the language my companion uses, I find it fitting for this time and place. Naburus... Lord of Hell." Ozpin smiled gently and spoke on without a seeming care.

"Go fuck yourself on a serrated vorpal blade."

Now I got his attention. Ozpin thought as Naburus roared and began tearing up the arena, trying to get to him.

My plan is working perfectly.

=====

"EVERYONE, PLEASE DON'T PANIC!"

"Has that EVER worked in the history of ever?" Yang grumbled, as the civilians packed full in the docking area all but ran over each other, trying to get to safety. With the tournament all but canceled, the students from Signal Fire, Beacon and more would be acting as defenders and peacekeepers, led by Headmaster Ironwood.

The cyborg acted in a calm manner, inspiring those around him and aided by the healing being given out. Pain would be soothed, through music, through the glowing light of magical focus and even the quiet prayers of those who followed gods. Yang watched it all, tense as she smiled despite herself at the sight of Jaune making faces as several children giggled at the sight, at Pyrrha who smiled on and thought her look secretive, and more besides.

And then her smile slipped, seeing Blake.

Her teammate looked panicked, shaking her head as Ren tried to talk to her, before he used his semblance again. Curious, Yang jogged over and hooked her arms over their shoulders. "Hey, so where's the fire?"

"Adam Taurus." Blake spoke, her eyes wide and scared despite the nulling effect of Ren as she continued, far more calmly. "Adam Taurus, using Hell... The White Fang working with Hell! It's not going to end here and if he's involved, it means they're dealing with something. He'd never use a single stroke for one target."

"Sounds almost like you know him." Yang said, staring at Blake as her teammate drooped.

".... I thought I did." The quiet confession, shocking as it was garnered only a shrug from Yang. "Ok then. So if you know him so well, what's his next step? So he summons a Balrog and proceeds to make everyone panic, what's next-"

Panicked screams echoed as they looked up, Ironwood roaring into a comm as Yang strained to hear. Ren, far more perceptive would call out.

"He's saying they're compromised. The Grimm are pushing through!"

And there were far too many people here. If they broke in... Yang eyed Blake, nodded once and with Ren, they all ran to do their duty.

====

Ironwood stood at the frontline, Due Process in hand as he fired away into the horde, which now consisted not only of the creatures of Grimm, but also his nations own robot drones. They had all been compromised and how, he couldn't say but that meant a lot of their options were no longer viable. By his side, the living forces of Atlas and the future of their world fought on, some of them with far more glee than most as Signal Fire stepped up to the plate and showed themselves with as much of a stake in the fight as any native.

"-NO YOU BLONDE HIMBO, LIKE THIS! ELDRITCH BLAST!"

Alyss roared, wielding a massive two-hander sword as she swung out, two arcs of crackling black energy blasting into the crowd of foes that tried to push through the tunnels. Mr. Arc, fighting on autopilot cried out as he slashed. "Eldritch Blast-AHH!"

No sword beams here, as Jaune shield bashed away a grimm, hoisting it up to defend as bullets pinged off from a drone that shuddered and suddenly compressed like a drink can, Pyrrha finding time to help as Icarus unleashed a stream of fire from her side into the face of a grimm in her blind spot.

"SORRY! ITS NOT WORKING! I THINK-" Jaune called out, as Alyss roared again.

"-THINK?! WHAT ARE YOU, A WIZARD? ARE YOU OR ARE YOU NOT, A WARLOCK?! FEEL IT! YOU'RE FIGHTING IN A PARTNERSHIP!"

"Flirting has changed greatly since my time." Ironwood said casually, reloading and pistol whipping a grimm that had come too close. Around him, arcs of elemental energy from spheres of rolling, green acid to cones of flames added to the chaos, followed by the wail of a trumpet and the rapid stabs of a spear wielding huntress, as it continued on. Despite it, Ironwood would be frowning... There was far too much that was making the old soldier uneasy. He could see all sorts of space for the enemy to come, but so far, the only place they'd do so was via the tunnels.

Almost as if they were a distraction.

"SOLDIER!" He pointed towards one of them as he snapped. "Are we monitoring all frequencies?" The soldier, with discipline saluted as he cried out. "Yes sir! We are, but there's too much comm traffic!"

"Switch to protected channels." He ordered, as he did the same, the following heard in his ear as the sound of Winter's voice filled the air.

"-repeat, White Fang are attacking the school! The White Fang are at Beacon!"

His cyborg hand clenched in a fist, as other details flooded in, painting a darker situation than most. "GET THOSE DOORS SEALED, NOW!"

"WE CAN'T SIR! THERE'S TOO MUCH!" For everyone they killed, five more enemies seemed to spring in place. Trapped by their need to protect the civilians, the best of the hunters and huntresses today would be stuck here while an invasion was ongoing.

And short of leaving these people behind, there was nothing they could do about it.

And that was not an option at all.

====

Penny flew back, landing on the deck as she sputtered briefly in her left leg, before letting out a cough. Strong as she was, she was not invincible. For every Grimm she had sliced away, more came and she was forced to take chances. One of her arms had been torn off, machine parts beneath exposing her as accusing eyes looked on, as well as those who had given up hope, waiting to die. Her friends were getting tired, wounded and her stores of blades were almost depleted to a few, after her attempt on the pit fiend.

But things were far worse, her flyby giving her a better view of things as she took a seat, friend Ruby running to her side as she fussed, prompting a smile on her face.
"Friend Ruby... I have bad news." Ruby stiffened, others nearby listening in as Penny spoke somberly. "The arena is flying higher, far beyond safety parameters. I fear its controls have likely been compromised as well. Should it fall once it hits another ten thousand meters, I do not think Vale will survive. In addition, Beacon is under attack by the White Fang even as the city is under attack by the Grimm and Hell."

Weiss, who had been healing a few people suddenly staggered, Einzbern whimpering as she spoke. "My sisters at Beacon now!" Her voice was horrified, as the implications of a Schnee in the hands of someone like Adam filled her imagination. Ruby scowled, gripping her weapon as she spoke.

"This is an attack on all fronts. We've been played."

Weiss found herself suddenly hugged by Nora, the heiress struggling at first. "W-what are you doing? You muscle-bound dolt! Unhand me right... Right now...."

Nora, more somber than ever seen spoke quietly. "It's ok to worry partner."

Weiss struggled weakly. "I... I have to be strong. Set an example. I can't... I have to fight."

As she cried, Penny stared on... Her eyes flicked to the doors where the battle line was ongoing and the general was trying to rally their forces. She took in the skies, thick with Grimm and mostly to the people.

Human, Faunus and otherwise as past them, she saw... Something else. She wondered if her photoceptors were malfunctioning, as the visage of a hooded human with glowing eyes peered in her direction. A visage, that bore more than a 98.9% resemblance to the statues of Cuthbert.

She felt calm. She rose to her feet, looking around for a weapon and grabbed a length of metal pipe which she swung, once before nodding in satisfaction. Ruby, noticing would frown.

"Penny? What are you doing?"

Penny smiled.

"I'm saving my friends."

She turned and rocketed over the crowd, to Ruby's horror as she cried out.

"PENNY NO, GET BACK HERE!"

Penny ignored her, wondering why she felt so calm and at peace as Ironwood looked shocked, crying out.

"PENNY, STAND DOWN! THAT'S AN OR-"

She turned off her hearing. If she didn't hear him, she couldn't possibly follow that order, could she? Before she left, she sent out a quick burst of code towards Ironwood, giving him her final report. At the least, she'd ensure they were well prepared.

Penny flew past the firing line.

Her remaining swords and threads embedded into the ceiling behind her.

Her rockets gave her enough force, collapsing it all behind her as the Grimm roared and Penny came to a stop. Battered, broken but unyielding she held aloft her pipe and glared out at the enemy.

"Salutations and beware." Perhaps it was a glitch, perhaps it was stress, but Penny could see him.

Penny could see Cuthbert smiling at her, and she knew she wasn't alone as she spoke firmly. "For I... We, are combat ready."

====

Ruby felt her heart drop, alongside the barricade brought down by Penny to cut them off and give them time. She flew to it, her hands struggling to rip it out of the way to get to her friend, before she turned to her partner tearfully.

"PYRRHA, PLEASE!" Ruby begged, as she knelt by the rubble, the sounds of combat muffled beyond. Her partner looked sorrowful, eyes closed and unmoving as Icarus crooned mournfully, curled around her shoulders.

Ironwood's hand rested on Ruby's shoulder, the rest coming together as he spoke.

"She is right to not do so. Miss Rose, sacrifice without purpose is a waste. But by selling her life dearly, she's bought us breathing room and time. GATHER ROUND!" He yelled, making a gesture as he spoke. As soon as the others were closed in, Ironwood began to speak.

"Assuming the invasion is just in fact, that we have three factors. One of which is Amity Arena itself. We have just a little under an hour before it gets to a point where it'll fall and destroy Vale. Even as we speak, the Grimm continue to attack Vale and Beacon Academy has been under attack in turn. What reinforcements we have are not going to be able to punch through the horde and effectively, we're on our own."

"What about Patch?" Asked Elrick as Ironwood answered him. "From what I've seen from a... Mission report, they're fighting in Vale. Between the greater numbers of the Grimm and my own forces turned against them, to say nothing of that gate... They're barely holding on. But all of it will be rendered moot if we let this arena fall. So to that end..." Ironwood grimaced and closed his eyes.

".... I need volunteers. It will be suicide and I'm sorry you had to take it this young. But I plan to take a group to take my flagship back, purge the hacking attempts. I also need another group to stay here and protect the remaining civilians and to stop the arena from crashing... And another for Beacon. I don't think our chances of survival are great." He admitted before adding.

"But this is what it means to be a hunter and huntress. So, to that end... I will be accepting names."

To his pride and sorrow, every one of them there answered the call.


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