Winter's POV

We all stared at the enormous remains of the Grimm as black particles floated everywhere. We landed the ship on the ground to investigate the scene.

We haven't even dropped the payload yet. How could it have...? "Winter, come in! What happened?!" Ironwood radioed in.

"General... Sir, I-I don't know! The whale suddenly exploded!" I tried my best to explain. Was this Lily's doing? But I don't see her amongst the remains. "Grimm! Incoming!" Elm alerted.

I looked ahead to see a herd of Grimm running towards us. "Formation! Now!" I ordered. "They're behind us!" Vine warned. Before we could react, Centinels emerged from the ground.

Using my weapon, I cut away one of them before leaping back. Grimm were coming at us from all directions.

"They've got us surrounded! There's too many of them!" Harriet shouted. "Where did they come from?!" Marrow asked while shooting at the Grimm.

Jaune, Ren, Yang, and Oscar had freed themselves from their restraints and were already making a run for it.

There's no way we can go after them with this much Grimm in the way. "Everyone, fall back!" I commanded. We boarded the airship and escaped with a couple of Teryx Grimm tailing us.

Ash's POV

I watched through a Seer as Winter and rest of the Ace Ops retreat from the Grimm attack while Yang and the others ran ahead.

"That worked out better than I expected," I mumbled. The image faded and I walked back over to Lily as she was lying face up on a bed, still unconscious. 

After the explosion, I took Lily and took refuge in a cabin I found. "Lily..." I placed my hand over her head, in which she whimpered. 

"Hold on, Lily," I looked out the window as the snow started to fall heavily. "Looks like we'll have to stay here a little while longer." I mumbled. 

I took a chair and sat across from Lily to monitor her condition. About an hour later, I fell asleep until I heard the door being opened. 

"Lily?" Her bed was empty. I quickly headed outside and saw footprints in the snow. I have a bad feeling about this." I mumbled to myself. 

I followed the footprints until I saw her come into view. She was fighting a pack of Sabyrs, her eyes glowing red. 

After killing the last Sabyr, she growled in frustration. "Lily?" I called to her. She looked at me and lunged at me without hesitation. 

Lily forced me onto my back and snapped her teeth at me, trying to bite me as I gripped her wrists in my hands. 

"L-Lily! It's me!" I called. Once she recognized me, she retreated and growled. "It's too much..." Lily grunted.

I started to approach her. "Don't!" She shouted. "Please... Can't... control it... Too strong... There's so much anger...!" 

Lily grunted in pain while gripping her chest, falling to her knees. I quickly ran to her side and held her in my arms. 

"Ash... What's happening to me?" She whimpered. I knew the answer to her question, but I wasn't sure how to tell her. "I have to get you to your sisters," I told her. 

I flagged down a Teryx and mounted it with Lily sitting in front of me. "Lily, do you remember where the Schnee Manor is?" 

She nodded her head and gave the directions to the Schnee Manor. The Teryx screeched as it made its landing near the front door. 

Team RWBY and Oscar ran outside and got ready to fire. "Wait, don't shoot! It's me!" I called. "Ash?" Ruby said. I dismounted from the Teryx, and carried Lily over to the group. 

"What happened to Lily?!" Blake asked in a worried tone. "Salem dropped her in a pool of Grimm when she refused to tell her information about the lamp." I explained. 

Ruby and Yang ran forward to examine Lily. "Is she going to be okay?" Yang asked. "How did you guys get out of the Monstra? We saw it crash." Oscar mentioned. 

"Yes... About that..." I started.

~ ~ ~ ~ ~

By the time I made it to Lily's location, I was too late. I saw her standing in front of Salem, but her appearance was completely different. 

After I had Grimm attack Salem, I rushed over to her and Salem had recovered quickly. Before I could think of anything, Lily suddenly snapped. 

She lunged at Salem and dragged her face along the wall. My eyes widened in terror when Lily crushed Salem's face against the wall before tossing it to the floor. 

"S-So strong...!" I said in disbelief. I gasped when the Monstra shook, and I saw that Lily had created a hole in the Monstra when she was dragging Salem's body. 

But Lily didn't seem to care as she continued to punch at the walls while tearing at them while taking chunks out with her teeth. 

"Lily, please stop! You have to snap out of it!" I called. She ignored me and continued to destroy the inside of the Monstra. 

It won't be long until this thing crashes. I stopped Lily by hitting the back of her neck, knocking her out. I picked up Lily and turned around to see Salem floating in the air with a tornado beneath her. 

I stood near the open hole as we were reaching the ground faster and faster. Salem looked outside, noticing it, too. 

I frowned at her once more then jumped out the Monstra before it could crash.

~ ~ ~ ~ ~

"As soon as I made it to the ground, I took Lily to a nearby shelter. That's when I took the time to find you guys through a Seer," I explained. 

"From there, I saw you guys were already at the crash site with Winter and the Ace Operatives. So, I created a diversion."

"The ambush from earlier... That was you?" Yang said. "Yes." I confirmed. "Nice thinking." Oscar praised. 

"From what I can tell from her condition, Lily's Grimm form protected her from the pool's corruption. However, I don't know how long she'll be able to resist." I informed. "So, it's only a matter of time until..."

"Are you saying... Lily's slowly turning into a Grimm?" Weiss asked. I didn't respond as I looked at Lily. 

She had her eyes closed as she was gripping her chest, trying to even her breathing. I could tell she was trying her best to stop herself from attacking anyone.

"Don't worry about me..." Lily said, almost growling.  "She looked over at Yang. "How's the evacuation going?"

Yang brought us up to speed about what has happened. Ironwood is going to destroy Mantle unless we surrender Penny to him, and he's giving us one hour to respond to him. 

We were at a standstill. Qrow and Robin are still in Ironwood's custody, there are people still trapped in the Crater, and Salem won't stay gone for long. 

Meanwhile, Lily was in the care of Jaune and Klein. I was with them as I examined the corrupted half of Lily's body.

Even with Jaune regenerating Lily's aura, he was only able to regenerate the side that wasn't Grimm. After he did all that he could, Jaune left to inform the others. 

"How are you feeling, Lily?" I asked. Lily responded by turning on her side and curling up to a ball with her back facing me. "Lily?"

 "I'm... really hungry..." She said. Her stomach grumbled loudly. "I'll go get you something to eat." I said. I got up and left the room. 

Lily's POV

I heard my stomach growl again, and it feels like the ride side of my body is on fire. I heard the door open once more, so I turned my head to see Ruby entering the room. 

"Hey, sis." She said with a small smile. "Hey..." I said while turning my body to face her. "How are you feeling?" Ruby asked. 

"Really hungry..." I admitted. "So hungry, I could eat a whole turkey and two dozen cookies." We both giggled at the joke I made. "The Hound... There was really a person underneath?" 

"Yeah..." Ruby answered. "Do you think... Salem was trying to do the same thing to me?" I asked. My eyes averted to my corrupted arm. 

"You know, people started calling the Grimm Whisperer when they learned I could control Grimm. I think that name suits me pretty well now, don't you think?" I said with a small smile. 

Ruby sadly smiled back. "Ruby... Can you promise me something?" I asked. 

"Of course."

"If I do end up becoming a Grimm... I want you to kill me."

To be continued...