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Atlas cells…

Qrow Branwen is being jerked awake by a nightmare. He glances at the cells containing Watts and Jacques.

"Yup." Robyn said, while Qrow glances at her. "Not getting much sleep here either." Qrow rises and puts a hand to his forehead. "Sounds bad out there."

"Wait." Qrow said, as the sound of rumbling reaches their ears. That doesn't sound like…" Arthur glances nervously at a wall seconds before a fiery blast collides with it. "Get down!"

The blast shoots past them, leaving a pile of rubble and small fires in its wake. Robyn lowers the hand protecting her eyes to the sound of a crow screeching. She glances up, then lowers her head back down.

Weiss' bedroom...

Nora Valkyrie opens her eyes. Her vision is blurred. She blinks a few more times before opening to see her arm covered in burn scars and a bed.

"No need to worry, miss. You and your friend are going to be just fine." Klein Sieben said, glancing down with friendly brown eyes after adjusting some medical tubes.

Nora's vision turns to the sound of a door being opened. Blake Belladonna is opening a door for Ruby Rose, Weiss Schnee, Whitley Schnee, and Jared Shay, who are carrying an unconscious Penny Polendina.

"She lost consciousness. And she's...leaking." Blake said.

"I don't know what. If it's blood or oil." Jared said, sadly.

"Set her down, set her down." Klein said.

Ruby, Weiss, Whitley, and Jared set Penny on a bed next to Nora's.

"I can't lose Penny again, I can't." Jared said, frowning.

Whitley is shown grimacing at the green fluid that stains his clothes. Ruby, Weiss, and Jared do the same.

"Can you help her?" Ruby asked.

Klein scans Penny with his scroll, which locates an injury at her waist. His eyes are red as he assesses the damage.

"Even based on what you've told me, I hardly know what she is." Klein said, and as he coughs, and his eyes turn from red to brown. "Ahem, but, her basic anatomy seems similar enough. I can at least stitch up that wound."

A thundery crash sounds from outside. Everyone present glances in that direction. The power suddenly goes out.

"Oh, that's just rich." Whitley said, annoyed.

Ruby takes out her ringing scroll.

"I don't know what else to expect these days." Jared said, grabbing Weiss' hand.

May Marigold's voice comes through.

"Everyone okay back there? Just saw another bombing run light up the kingdom." May said, her voice over the Scroll.

Ruby glances out the window, "Looks like part of the city lost power. We're okay though."

Manta/Weiss' room...

May is piloting a Manta through a sky filled with clashing Grimm and Atlesian aircraft.

"Sorry I couldn't stick around, but time's running out for everyone in the crater." May said.

"No, we're sorry. Once we know what's wrong with Penny, we'll...we'll do something." Ruby said.

As Ruby speaks, May grimly watches a distant Tempest tear apart an Atlesian Airship.

"Don't beat yourself up, kid. At this point I don't know how much is left to be done." May said.

As May ends the call, Ruby starts to tear up.

Weiss' room…

"Jared, you're right. It's all just...too much. The Grimm, the crater, Nora, Penny...how do we fix all of it?" Ruby asked.

"I don't know. I've been beyond what I've known for RWBY since the Battle of Haven. I don't want any more surprises after we get out of this." Jared said, squeezing Weiss' hand. "This terrifies me. I don't want to lose any of you. It was hard trying to reboot the universe and dealing with the Silence."

Weiss puts a reassuring hand on Ruby's shoulder as Klein sneezes, his eyes light blue.

"One step at a time, you two." Klein said, while he sneezes again, his eyes returning to brown. "You can't worry about fixing everything. Simply focus on what's in front of you. If you'd like some place to start, I'd be able to work faster if you could bring the power back on."

"Well, how would we…" Ruby said.

"Is it even…" Jared said, looking at Klein.

"We have a generator near the edge of the estate." Willow Schnee said, leaning on a doorframe, a bottle of alcohol in hand.

Whitley huffs, crossing his arms, "So kind of you to join us, mother."

"Believe it or not, I am above drinking in the dark. Oh, hello, Klein." Willow said.

Klein gives his former employer a silent nod.

"SDC executives have their own auxiliary power supplies in case of a city-wide blackout. It's extremely unfair, but perhaps now isn't such a bad time for company perks." Weiss said.

Whitley glances out the window and seems to come to an epiphany, "We don't just have perks."

"Hm?"

"We have the company. The people you mentioned in the crater, they need a way out, right? There are rows and rows of cargo ships just sitting in the hangars because of the embargo." Whitley said.

"And our own automated drones, like the ones at Snowshoe Shipping." Weiss said.

"We can order as many as we need to pilot our ships down to the crater and get people to safety, while the Grimm are occupied with the general's forces."

"We can?" Blake asked.

"So, we can defeat the enemy and get people to safety." Jared said, smiling. "Why didn't I have that during the time of fighting the 456? How can we do this?"

"Jared, you don't need to do it this time. A friend of yours, Captain Jack Harkness, he told me about it. No stress this time around. I can do this. I just need father's computer." Whitley said.

"Okay, as long as Jared's stress levels are low. So he doesn't have to worry about everything. And go back in time to fix things. Then we definitely need to get the power back on." Ruby said.

Outside Schnee Manor...

Blake, Ruby, and Jared sprint to the power shed outside Schnee Manor and push open the gates.

Power shed...

Ruby throws a lever on the backup generator, and it hums to life. The words STARTUP SEQUENCE - POWER BACKUP can be seen on its main display.

"Oh, come on, come on." Ruby said.

"Don't worry. It'll work." Blake said.

"Nothing else has."

"I know you don't always know what to do, but that's never stopped you from doing something. I was like that as a girl, but time and a lot of other things took their toll on me." Blake said, looking at Ruby.

"Time and a lot of other things took their toll on me too. I lost some of my closest friends. Back home, I'm apparently losing my dog." Jared said, looking at Ruby. "Ruby, you've done the impossible and you inspired me to follow you. Even during the times of Team RNJR. When Weiss', Blake, and Yang were dealing with their own shit."

"Jared does have a point there. I wasn't sure if that kind of girl could actually survive in the world, until I met you. It was a little strange at first because you were younger but I've always looked up to you, Ruby. And I still do." Blake said.

"I looked up to all of your ridiculous antics, and your personality. How someone as amazing as you could influence me so much. You are making something like Team RWBY a reality. The TARDIS thrusting me into your world, it's no mistake. I'm glad to have met you, Ruby Rose." Jared said, happily.

Ruby tears up again, and seems to be reassured, "Thanks, Blake, Jared."

Schnee Manor...

The generator finally reaches operational capacity, and power is restored to Schnee Manor. Whitley, who is waiting in his father's study, practically pounces on the keyboard of the desktop terminal as Weiss looks on. Blake and Jared seem satisfied at a job well done, but Blake's ears droop.

"Shit...." Jared said, as his and Blake's expression turns to one of shock. "Little Red! Behind you!"

"What?" Ruby asked.

The Hound's silhouette can be seen in front of a flash of lightning through a window behind Ruby.

Klein and Willow are waiting uneasily in Weiss' bedroom. A distant shatter of glass has them startled.

"What was that?" Klein asked.

Another loud crash rings out, and Willow reaches for her bottle.

Weiss answers a transmission from her team on her Scroll, "Ruby! Blake! Jared!"

"Weiss! There's a Grimm that...look out!" Blake said, her voice over Weiss' Scroll.

"I think it's more deadly than a Leviathan!" Jared said, his voice over Weiss' Scroll. "I, I've never seen anything like it."

The transmission cuts off, and Weiss turns to her brother, still on the computer.

"Can you handle this?" Weiss asked.

"Assuming you can handle that." Whitley said.

Weiss scoffs, and hurries for the door.

"We still need to work on your attitude." Weiss said.

Jared is thrown through a hole in the wall of the power shed. The Hound roars menacingly at Ruby.

"Aqours, set up." Jared said, putting on his armor to summon Ebb and Flow in it's bow form. He then began trying to shoot it but the Hound isn't taking any damage. "What?"

Blake tries to land a blow, but her strike is deflected. The Hound lunges forward, and Ruby avoids it using her Semblance.

"What is this thing?!" Ruby exclaimed.

"It's just a Grimm. Just focus." Blake said.

Blake fires at the Hound as Ruby takes a deep breath in preparation to use her Silver Eyes.

"Nuke it! Hurry!" Jared said, looking at Ruby.

Blake and Jared leap off two walls to attack, but are knocked aside.

"Take the girl." The Hound said, charging and pinning Ruby to the ground.

Ruby's Aura shimmers weakly.

"You can't take us down that easily!" Jared said, holding his bow.

Blake and Jared get back onto their feet.

"Ruby!" Blake and Jared said, at the same time.

With a roar, the Hound sprouts newly formed wings from its back. It begins to take off, Ruby in tow, but Blake manages to get her weapon around one of its feet, and stabs her sheath into the ground to tether it. Jared launches an arrow into the ground around one of the Hound's feet in the process too.

Meanwhile, Weiss arrives at the scene, speaking into her Scroll.

"Klein!" Weiss said.

Weiss' bedroom / Outside Schnee Manor...

In Weiss' bedroom, Klein is tending to Penny as Willow pours herself a drink.

"There's a Grimm here and others might be nearby. Keep everyone together and call if there's trouble." Weiss said.

"Of course." Klein said.

Willow's hands are shaking violently, and she loses her grip on the cup and bottle. They shatter against the floor, which doesn't do her nerves any good.

Weiss' bedroom…

"Madame, please try to calm yourself." Klein said.

Unbeknownst to either of them, Penny's eyes snap open, her irises an ominous red color. Willow panics, running out the door.

"I can't do this. I can't do this!" Willow said, terrified.

"Willow, please come back!" Klein said, noticing Penny standing, and turned to her. "Goodness, try not to…"

Penny, clearly not in her right mind, throws Klein aside. He falls against a chair, which clatters to the ground. Penny takes a step toward him, then her eyes flicker between red and her usual green. Her Maiden's eye-flames flare up, and she stumbles back as a whirling air current and a bright green light fills the room.

"No, not again!" Penny said.

Power shed...

At the power shed, Weiss launches a barrage of icy projectiles at the airborne Hound, but misses. She stabs her rapier into the ground, using her Semblance to call forth a Giant Nevermore, but it is destroyed mid-summon as Centinels join the fray. Jared's necklace flickers from green and red constantly. Blake is momentarily distracted as a Centinel tries to attack, and the Hound shakes off its tether, climbing higher into the sky.

"No!" Blake said.

The Hound notices the distant green glow of Penny's Maiden powers from the manor, and Ruby looks at the green fluid staining her clothes.

"It's not here for me, it's here for Penny!" Ruby said, worried.

"Son of a bitch!" Jared said, looking at Ruby. "I should have known that from the start. With my suit freaking out like this."

The Hound changes targets, dropping Ruby and taking off for the manor. Weiss and Jared noticing Ruby falling helplessly.

"Ruby!" Weiss and Jared said, at the same time.

Ruby hits the ground hard, her Aura dissipating. Blake destroys the last Centinel, then turns to Weiss and Jared.

"Weiss, help the others, Jared and I have got her." Blake said.

Weiss casts one last worried look at Ruby, then heads to the manor herself. Blake and Jared cross the yard to help Ruby, but another Grimm emerges from the ground, barring their path.

"They just want to make our day more annoying." Jared said, rolling his eyes. "I love this."

A Cenitaur drags itself into view and screeches, its body churning with bright green acid.

Weiss' bedroom…

Back in the manor, Penny struggles to maintain control as Klein watches from outside the storm surrounding her. Whenever her eyes turn red, she takes a step toward Klein.

"You're okay. Please!" Klein said.

Penny's eyes alternate chaotically between red and green, and she appears to be in pain.

"I don't want to do it." Penny said.

A hand reaches out to grab Penny's.

"Hey…" Nora said, while Penny is taken by surprise, her eye-flames vanishing. The storm rages on. "No one's going to make you do anything you don't want to do."

Penny fights against the hack in her system, her words coming out haltingly, "But there is a part of me...it's making me and it's affecting Jared in battle…"

"It's just a part of you. Don't forget about the rest. Like how that part of you helps Jared win in fights." Nora said.

The storm in Weiss' bedroom calms, and Nora gives Penny's hand a weak squeeze. Penny seems to have taken control for the moment, and kneels by Nora's bedside. Klein receives a transmission on his Scroll.

Schnee Manor / Weiss' bedroom…

"Klein, it's coming inside. Stay quiet. I'm on my way." Weiss said.

"Do hurry. Whitley and Willow have yet to return." Klein said.

"What? Where'd mom go?"

Schnee Manor…

Willow bursts through the doors of her room, breathing heavily. She reaches for a bottle on a nearby table, but seems to harden her resolve, seeing her Scroll next to it. A distant crash has her yelping in surprise. The Hound has entered the manor's entrance hall, and sniffs around for Penny, stopping at a large puddle of her green fluid on the floor. Nora and Penny look horrified at the Grimm's distant sniffling sounds.

Weiss reaches the manor as well, stepping lightly and looking for the Hound. Suddenly her Scroll beeps.

"Above you!" Willow said.

The Hound drops from the ceiling, knocking Weiss away. Her Aura shimmers as she hits the wall behind her. She fires icy projectiles at it, and it roars indignantly before crawling out of sight. Weiss uses her scroll.

"Mom?" Weiss asked.

Willow's room/ Schnee Manor…

Willow's bottle lies in pieces. She brings up several camera feeds showing the manor's surveillance on her Scroll.

"I...I can see it. It's outside Winter's old room. I- You can kill it? Can't you?" Willow asked.

"What is it doing?" Weiss asked, heading for the stairs as she talked.

The Hound is shown prowling the hallway, sniffing.

"I'm not sure. It's acting strange. Why is it here?" Willow asked.

Weiss climbs the stairs, her rapier at the ready, "It doesn't matter. Just keep an eye on it so I can track it down."

Willow takes a breath to steady herself, "Right. Right. Okay. It's moving again. Heading towards...oh dear, no."

Meanwhile, Whitley is still working in his father's study, his vest stained with Penny's green fluid.

"I can do this." Whitley said.

His Scroll beeps.

"Whitley." Willow said.

Whitley groans, hanging up on his mother, "You are the last thing I need. All that's left should be…"

The door creaks open, and Whitley grunts in frustration, turning to the door. His expression turns to one of horror.

As the Hound makes its way into the study, Whitley takes cover behind the desk. The Grimm sniffs around, its footsteps rattling the pieces of a nearby chess set. Whitley risks a look at the Hound.

"Credentials verified. Click to proceed." The computer said.

The Hound's gaze snaps toward the computer, and Whitley goes back behind the desk. As the Grimm nears the desk, Whitley's eyes widen.

"I know...you're here." The Hound said.

A summoned Boarbatusk suddenly charges the Hound, pinning it to the wall. Willow is seen in the doorway.

"Run!" Willow said.

Whitley heads for the door, turning back for one last keystroke. A window reading ORDERS RECEIVED pops up on the computer screen as the Hound fights Willow's summon.

"Thank you." The computer said.

Schnee Manor…

Willow and Whitley scramble into the hallway, putting distance between themselves and the room, but the Hound destroys the summoned Boarbatusk and bursts out of the room. Whitley slams the door behind him at the end of the corridor but it barely slowly the Hound down. As he and his mother sprint, the Hound starts to gain on them, and pounces--

A wall of solid ice stops the Grimm from advancing, and Willow and Whitley turn to see Weiss at the end of the corridor.

"I didn't forget you." Weiss said, as the ice wall begins to crack as the Hound claws at it. "Go!"

Willow lays a concerned hand on her daughter's shoulder as she and Whitley run past. Weiss stabs her weapon into the ground to prepare for a summon.

Outside Schnee Manor...

Blake and Jared are doing battle with the Cenitaur, blocking its strikes and leaping out of the way of its acid spit.

"It shoots acid?!" Jared exclaimed, looking at the Grimm. "Since when?"

"Ugh. Acid. Why did it get more disgusting?" Blake asked.

Ruby is still unconscious behind the Grimm.

"I don't know if you can hear me, but I need you, Ruby. We all need you." Blake said, detonating a fire dust-infused clone in front of the Cenitaur, and goes in for a strike, but it knocks her off her feet.

"Ruby, I love you. I love you, Weiss, Blake, Yang. I love all of you. And we need you. Please. Wake up!" Jared said, letting out some tears.

Blake forms an ice dust-infused clone around the blades on its arms, and tries again, but she is hit with her own solid clone and collides with Jared, her Aura shimmering weakly.

"Please, get up." Blake said.

The Cenitaur grabs Blake and Jared as they try to recover, its twitching mandibles nearing both of their necks. It suddenly stiffens and dissipates. Ruby can be seen behind the disintegrating Grimm, having used her weapon to bisect it. She turns to Blake and Jared, chuckling.

"I could hear the both of you." Ruby said.

Blake and Jared let out relieved sighs, and the two accept helping hands from Ruby to get back on their feet.

"Great…" Jared said, looking at Ruby. "Never gonna give that speech again."

Then Penny's distant scream has them turning to look back at the manor.

Schnee Manor…

The Hound hears the scream, then abandons its efforts at breaking the ice wall, turning and heading for Weiss' bedroom. Weiss' Arma Gigas summon fades away behind her as she speaks into her scroll.

"It's coming!" Weiss said.

Penny is struggling more than ever to maintain control, "I'm sorry!"

With one last grunt, Watts' hack takes over and her eyes stay red. Klein tries to stop her, but Penny simply pushes him away and leaves Weiss' bedroom. Willow and Whitley finally reach the entrance hall, and they grab the bannister of the main staircase, breathing heavily. Penny walks by them.

"What are you doing?" Whitley asked.

"I must open the Vault, and then self-terminate." Penny said, as her voice is monotonous.

The Hound appears and locks hands with Penny at the landing, forcing them both into a standstill. Then a third arm emerges from its back and slams Penny into the floor repeatedly. It growls out each word of its order every time Penny hits the ground.

"Take. The. Girl." The Hound said, lifting an unconscious Penny with one hand as Ruby, Weiss, Blake, and Jared return to the manor.

"Penny!" Ruby said.

The Grimm raises a claw to Penny's throat, causing the girls to stop in their tracks.

"Don't hurt her!" Jared said, looking at the Grimm. "Please!"

Willow and Whitley look on, terrified.

Ruby's voice turns uncharacteristically low, matching her anger and indignation, "That's enough."

Weiss, Blake, and Jared turn to look at Ruby as a bright light emanates from her Silver Eyes.

"Wow, Ruby, you're getting really good with that." Jared said, smirking. "I love you nuking Grimm left and right with your eyeballs."

The Hound drops Penny and stumbles back, falling through the window behind it. Penny tumbles down the staircase, coming to a rest at the three girls' feet. They rush the check on her, but the Hound slowly crawls back into view.

As it drags itself back onto the landing, its inner core is visible: the head of a decrepit Silver-Eyed male fox Faunus with unsightly veins covering his face, dark fluid seeping from his one eye and ear, and exposed musculature by his jaw.

"No way…" Jared said, his eyes widening. "He is a Faunus that has silver eyes and is mixed with a Grimm."

As it lumbers down the stairs and its joints crack back into place, the head repeats its orders in a raspy voice. Even Ruby is stunned at the horrific sight.

"Take the girl. Take the girl. Take the girl. Take the girl. Take the girl." The Hound said.

Whitley studies the giant suit of armor beside him at the landing and gets his mother's attention. Weiss, Blake, and Jared hurriedly carry Penny to an alcove in the wall before raising their weapons to stand beside Ruby.

"Take the girl!" The Hound said.

The half-dead Grimm roars one last time as Willow and Whitley manage to tip over the suit of armor. It crashes and clatters on top of the Hound just as it pounces, and when the dust settles, the Grimm has stopped moving underneath the rubble. Ruby drops to her knees, staring at the Hound's lone exposed arm as it begins to disintegrate.

"What was that?" Weiss asked.

"That was...a person." Ruby said.

"More than that. Did it happen to Summer Rose?" Jared asked, looking at Ruby.

The dark Grimm flesh fades away to reveal a skeletal forearm and hand.

Atlas holding cells…

Cinder tears away a chunk of rubble and smirks down at Watts, "You know, this may be the first time I've ever been happy to see you."

"Cinder." Watts said.

Cinder grabs Watts' hand and helps him up, letting him lean on her.

"What are you…" Watts said.

Cinder covers his mouth with her Grimm arm, cutting his sentence short.

"It's my turn to ask for something." Cinder said, raising Watts onto her shoulders in a fireman's lift, then heads for the hole she blasted in the wall.

A trio of Atlesian soldiers burst into the room.

"It's her!" A soldier said.

Cinder scoffs as the soldiers' aim their weapon at her. Flames burst into existence at her feet, and she propels herself past the soldiers just as they fire their weapon. An explosion can be heard from inside the room as she zooms out into the Atlesian sky, giving one last smug look back.