Team RWBY and JNPR, plus Cinder, fled through the halls of Beacon in the opposite direction to so many others, who were being called to the inner parts of the school; the cafeteria, library, tower and classrooms. The outer wings where the dormitories and training rooms lay would be abandoned as it would spread everyone too thin. Headmistress Goodwitch and the other teachers would hold the Grimm there until help could arrive.

The alarm blared throughout the school and students rushed to respond. A similar alarm would have been raised in the city of Vale by now, signalling them to lock the gates and hunker down, and signalling to huntsmen both active and retired to gear up and prepare for combat. Though, given the lack of gunshots, it didn't sound like battle had begin just yet.

As they reached the outside lawns and training fields, they spied the Nevermore in the distance. A vast swarm rising high above the forest like locusts, with a single Bullhead flying toward it. Jaune felt his stomach drop at the thought of what so many Grimm could do to Beacon, or to Vale if they wanted to. The city had survived assaults like it in the past, but each was marked with thousands of dead and recorded as days of national tragedy.

And that was just the Grimm who could fly. There would be more on foot.

All this for me, Jaune thought, despair and guilt welling up inside him. All because of this stupid Semblance of mine. If I didn't unlock it, this would have never happened.

The sensation was bitter, and even telling himself that it probably wasn't true didn't help. Salem had existed before his Semblance, and Cinder had infiltrated Beacon before it as well. That hadn't all been so they could twiddle their thumbs. Even if his Semblance hadn't been unlocked, they would have had their plans, and there was no telling if they were worse than this. Still, Jaune felt guilty, if only because he was running away from the battle.

"Don't look back," Pyrrha said, pulling Jaune and his attention away from the Grimm. "We're not abandoning them. We're luring the Grimm away."

"Pyrrha is right," Weiss said. "The best way we can help them is to not be here."

"Assuming they realise we're gone," Yang said. "What if they don't figure it out until everyone is dead?"

He wished she hadn't asked that because none of them had an answer. Should they signal to the Grimm where they were? Give themselves away? That sounded like suicide. Their only advantage was the element of surprise in slipping away. Giving that up might as well mean handing him over to Salem.

"Just go!" Ren said, pushing Jaune to get him moving. "You really think the Grimm won't notice us at some point? The forest is full of them."

"True. It's— oh, shit." Yang cursed as Grimm appeared in the trees. Not ahead of them, thankfully, but in the distance in the direction of Beacon, on the same side as the swarm of Nevermore. "Looks like the advance party has arrived. Time for us to go."

"Wait. There are people among them. Is that—?"

"The White Fang," Blake hissed.

Yang curled an arm around her partner's neck. "No. Hell no. You're running with us."

"But—"

"No buts. They've made their choice. Time for us to make ours."

Blake surrendering the point and turning away only made the situation feel even more desperate, because she'd have never let the White Fang get away with anything otherwise. The eight of them – nine including Cinder, who had been silent throughout – jogged into the forest. Temping as it was to run, they needed to pace themselves. The journey would be a long one.

"We need to get to the ferry to Patch," Ruby said. "But we can't go north along the coast since that'll mean travelling through the city."

"We definitely can't bring Salem and the Grimm into the city," Nora said.

"Hm. So, we'll have to circle south around it and then up the other side."

"What if the Grimm cut a straight line regardless?"

"I don't think it would necessarily be any quicker," Pyrrha said. "They'd have to scale the city walls, fight their way through defenders, then make their way through an urban environment, all the while defenders would be harrying them. Despite it being much longer, going around the city will probably be quicker for them. As it is us. We'd have to convince the gates to open up for us as well, and they'd want to take us in for questioning to find out what's happening at Beacon."

The city was out, then. A shame on their side but a blessing that Salem and the Grimm would know better. At least Jaune hoped they would. He'd been in Salem's dream, and he knew there was a beast there that defied all understanding. It was something that might take hold of her at a moment's notice.

Minutes into their trek, they heard combat begin at Beacon. Explosions and gunshots and roars in the distance. The school had received plenty of warning from the Nevermore, so they should all be gathered in one spot. Jaune couldn't decide if that was foolishness from Salem to give them that time, or smart of her to gather everyone in one spot. It would be much easier for her to notice his absence if every student in Beacon was gathered in one place.

It didn't take them long to come across their first Grimm. It didn't feel like one under her control. There was no way to tell, but the fact it was aimlessly wandering the forest and attacked them, rather than being involved in the siege of Beacon, made it feel like a rogue one. Ruby dispatched it quickly, but the damage was done. An undercurrent of fear ran through the party at the knowledge that Salem might now know where they were.

"Let's pick up the pace," Pyrrha said.

No one argued.

/-/

Emerald kicked over a chair and tore open a wardrobe, desperately hoping that Cinder would somehow be hiding within. She wasn't, of course. No one was. The room that Watts had found out was assigned to her was empty, and while it was possible she'd joined the defence, Emerald doubted it.

"Damn it! Damn it! Damn it!"

"Not here?" Adam leaned in the doorway, his arms crossed. He had yet to draw his sword in the attack, yet even to face an opponent. All the students had gathered in one spot for the defence, and he'd been content to let the Grimm assault that fortress. The White Fang were busy vandalising the school and stealing supplies. Emerald had noticed it all, of course, but she hadn't called him out on it.

What business of hers was it if he wasn't committed to Salem's cause? Emerald wasn't either.

"They saw us coming. Of course they did. Those Nevermore could be seen miles away."

"Might be her plan," Adam replied. "They've been wary of the old headmaster, the one that official reports say is retired or dead." He didn't believe it. Neither did Emerald. "It's obvious, really. For all the Grimm that were sent to accompany us in this attack, there's one factor missing. One that could turn the battle on its head."

"Salem..."

"Yes. Curious the one so determined to capture the Arc boy wouldn't be here for it."

It was, wasn't it? Salem had said she would be "around" but she hadn't been in the attack. Her Grimm had been. It was possible she was dealing with Ozpin – or Ozma, whatever his deal was – but Emerald somehow doubted it. The way they'd talked about him made it clear he was a combatant to avoid. Someone who would, if not defeat them, then tarpit their forces until Jaune Arc was well out their reach. This was a snatch and grab, not an invasion, and there was no point getting bogged down.

The school had practically abandoned most of its buildings. The White Fang and Emerald hadn't come across a single person, not even the wounded. Everyone had been evacuated to where they were making their stand. It wouldn't be a last stand, either. You couldn't rely on Grimm alone to overwhelm a huntsman academy. This was what they were trained for. This was their everyday job. The fact they were all grouped together only made them stronger, and there weren't helpless civilians out here to drag them out of position. Right now, the centre of Beacon might as well be an impregnable fortress.

If they still had Atlas, if that plan were still a go, then the students couldn't have hunkered down like that. Gunfire and explosives were the enemy of formations, and it'd only take a few bombs to force the huntsmen out the building into the open air, where the Grimm would have a better chance. They could have rained gunfire down on them, too. Forced them to tank it all on aura until they ran dry. The Atlas bots had been perfect expendable soldiers to soften people up.

Until Jaune Arc ruined it all by invading Cinder's dreams and discovering their plan. Such a small thing, so random, but it had blown everything out the water. No more Atlas droids, no more Paladin mechs, no more secret attack during the festival when no one expected it. Instead, they were running headfirst into a wall of huntsmen with no inclination to leave their defensible position.

And Salem knew it'd end the moment Ozpin came back.

Which means Salem doesn't expect it to go that way. She must have expected Arc to run. The attack on Beacon was a diversion to flush him out. Emerald turned to the window and looked outside over the forest. And he'd take Cinder with him, of course.

Fear ran through her.

If Salem found Cinder before she could. It was too horrible to imagine. Salem wouldn't give her a chance to come back to her senses; it would be torture and death without a moment's hesitation.

"They'll be headed west," Adam said. "They won't dare risk the city and they won't go east. Nothing but open ground all the way to the coast, then a dead end. West has Vaco if you go far enough, but there's also Patch. Signal."

"Why tell me this? Why help me?"

Adam shrugged. "I'm not, really. I intend to pull my men out and escape. We did what we came for and made a scene. I fully expect your boss to be furious, but I won't let my people die for nothing. Sending you after them isn't a kindness. You're a distraction for me and mine. You'll do your best to save Fall, which Salem won't appreciate. If you manage it, you two will be on the run and she'll be after you."

"Saving you," Emerald sneered.

"Yes. But it benefits you, doesn't it? Unless you want to leave with us. You're not faunus but I don't mind you coming along. You could make a new life elsewhere."

Emerald let her anger go. It did benefit her, and it wasn't as if Adam wasn't being helpful. She was screwed anyway, but her only other option was to leave with him and escape this all. Run away. Like Mercury had. Fuck that prick, she thought. Cinder saved his life, gave him his legs back, and this is how he repays her? No. I'm not leaving Cinder in trouble. I'll save her. Prove to her I'm the only one she can rely on.

"I'm not abandoning Cinder."

Adam huffed. "On your head be it. Go west, then. And best hurry. I expect Salem and Watts will be planning their own little ambush. Assuming they haven't sprung it already."

Emerald didn't wait for more. Spinning on her heel, she dashed out the room.

/-/

Ozpin heralded the Bullhead pilot to slow down and pull sideways before the swarm. The man was nervous, calling back that there were too many, that the aircraft would never hold, but he bravely did as he was told and turned them to a slow hover. Beacon's pilots were retired military for the most part. Veterans too old to serve who wanted to put their skills to use for good money. The budgets at Beacon were never good, but one area he refused to skimp on was skilled pilots. Seconds saved in an emergency landing was the difference between a team saved and a team lost.

In times past, in mere months past, he would have agreed that the swarm before them was too much. There must have been a million Nevermore there, and that was no exaggeration,. They were mostly juveniles, dangerous only in numbers, and Salem had spared no expense in summoning them. They would swarm Beacon and bury everyone under their mass, dying in their hundreds of thousands but expending every round and bullet in Vale to deal with them. This was so obviously meant to draw him out, and yet it wasn't like he could ignore it just because he knew.

A million Grimm. An insurmountable obstacle to any one huntsman. This would have required James' expertise, as only wide area explosives and missiles designed to detonate in the air could hope to cull their numbers. Huntsmen were too precise with their attacks normally, taking out Grimm one at a time.

"They'll clog the engines, Oswald!" the pilot shouted. "We'll go down the second they touch us!"

Oswald. Ozpin. Ozma smiled. His eyes flared with green light and lightning crackled between his fingers. The power he'd given up so many centuries ago to create the maidens exploded to life, and it felt so warm inside him. It was rich and shocking, like raw sugar in his veins, like a rush of adrenaline never felt before.

Ah, I've missed you so much.

"Oswald!?"

"Don't worry." Ozma raised one hand, palm outward. "They won't get near us."

A beam of raw green light punched through the air out from his palm, lancing through the swarm and incinerating thousands at once. It was so bright and so sudden that black spots hung in the sky after, and wind swirled to fill the vacuum he'd created, sucking more Nevermore in. Ozma smirked, raised his other hand and conjured eight green orbs before him, then, with a flick of his hand, sent them out to circle and orbit around the Bullhead like planets around a sun.

Once upon a time, magic like this had been commonplace. Once upon a time, magic like this had been weak, because back in that time the gods roamed the world and their power was absolute. Now, with the gods gone and magic forgotten, with people reduced to but remnants and semblances of that power, magic like this might as well have made him a god in his own right.

"Burn."

The orbs hummed and shot their own bolts, serving like sentry turrets and hurling sharp blasts of greenlight at the Nevermore as they rushed in for him. With one hand, Ozma focused on the air before them and clenched his fist. The air sucked inward, creating something of a pocket, like a whirlpool, that dragged Nevermore in and bunched them tight. His other hand slammed down onto the first and Grimm burst into gore as the wind exploded back outward, compressed and then released like a bomb. The epicentre tore Grimm to pieces with sharp blades of wind, but even after those faded the force of it caused Nevermore to collide with one another with force capable of breaking their wings and shattering bones. They fell to the forest like black rain.

Nevermore screeched and flew in for the Bullhead but his guardian orbs did their job, punching them out the sky before they could get close to the Bullhead. The pilot was cursing up a storm, but held the aircraft still, recognising that his best bet of survival was giving Ozma the stable firing platform he needed. The wind buffeted them, but the pilot compensated skilfully.

His air blast had cut apart the centre of the formation and sent Nevermore left and right. Fanning his hands out, Ozma sent fresh beams of raw magic out in waves, cutting through tens of thousands of Grimm in one go. It felt like he was swinging a flaming sword through a cloud of insects, killing thousands with every swing but watching those gaps fill the moment his blades cut through. Even after all this, he'd killed perhaps a tenth of the swarm. The dent was sizable enough to be noticeable, but this would take time.

Time he was sure Salem would be using.

I can only trust to the others now, he thought, summoning more orbs to tear through the Grimm. Glynda will see to the defence of the school, Qrow will see to tracking Salem, and Mr Arc and his team will do their best to escape her.

There was only one question in Ozma's mind.

"I only wonder if Miss Fall will prove herself a boon or a disaster. Will she be the one who saves us, or the one who dooms us all?"

For all his returned power, for all his magical strength, Ozma had never felt so powerless to affect the outcome of the situation.

/-/

Jaune punched his sword into the chest of a Beowolf and shoved his shield into its face and ducking under it, using the shield ward away its return attacks as he jammed the blade home and wriggled it about, tearing the wound deeper. Nora came in beneath him with her hammer, blasting its kneecaps into a fine red mist and sending the poor creature to its death. It was always a relief how they vanished because it meant his sword came free without him having to drag it out of flesh, organ and bone.

Around him, the others were dealing with their own Grimm as yet another pack got in their way. They were all of them used to dealing with them, used to roaming the forest for training and coming across packs just like these, but that wasn't the problem.

The problem was that they were also used enough to the forest to know that coming across so many packs so quickly was unusual. You could go half an hour normally before finding Grimm in any larger number than two. Here and now, they'd cut their way through four packs in the same time. Not ten minutes between each one.

"They're being put in our way," Weiss panted, wiping a hand across her sweaty face and trailing grime and soot from dust over her skin. "This is too many, and this close to Vale? There's no way this isn't on purpose."

"Then we keep moving," Pyrrha said, pushing them to do just that. "Don't stand around talking about it!"

They broke into a jog once more.

"The point remains that this is getting worse," Weiss called out. "If this continues, we'll have to worry about what awaits us at the docks."

"Maybe we should cut south," Ruby said. "They'd never expect it."

"Where would we go? What even is there to the south? Small villages and towns and nothing else. We'd reach the sea eventually, and then what? Swim?"

They'd never make it that far anyway. It was thousands of miles to the ocean to the south. Even then, they'd just head toward the poles and that wouldn't be any use. Atlas was to the north, Vacuo to the southwest, and Mistral to the east. There was nothing for them south, and Salem knew that. That was why she'd attacked Beacon from the east. It left him no choice but to flee west or north. North would mean the city of Vale, which Salem knew he'd only end up trapped in, and that only left west. Or to stay in Beacon, but that was an even worse decision.

We've been played, he realised. Salem fully expected us to flee west. That, or the one working with her did. Arthur Watts. I didn't get a big read on him from his dream, only that he was arrogant and jealous about being discredited in Atlas.

Not enough to base anything on.

"We could split up," Yang suggested.

"Terrible idea," Jaune replied. "They're after me for one thing, and what would that achieve? We'd only weaken ourselves."

"Not if one party was so convincing that Salem chased them and ignored the other." Yang stopped him, which stopped everyone else, and reached for his armour and hoodie. "Strip. Hurry."

"What—"

"Hurry!"

Yang yanked off his breastplate and then his hoodie before he could comment, pulling them one after another over her own head. She even went so far as to pull his pants down and steal his ripped, denim jeans. They barely fit her. His top was stretched wide over her bust, though his breastplate flattened that in what must have been a painful manner for her. Yang tried to shove her long mane of hair back under the collar of his hoodie, but it didn't work.

So, to his shock and everyone else's horror, she took Ruby's scythe and held it against her neck, slicing back and up to cut through her golden hair. Over a solid metre of hair fell to the floor, leaving Yang with a ragged neck-length cut.

"Y—Yang..." Ruby croaked. "Your hair..."

"It's fine. Do I pass as Jaune from a distance?"

From a distance, she would. Short hair, jeans, hoodie and armour. It wasn't convincing close up, but anyone would be fooled, especially if she was travelling with Pyrrha, Nora and Ren. No one would question it being the full Team JNPR.

Jaune felt a little less confident pulling Yang's skirt up his bare legs. "Convincing or not, what's the idea?" he asked. "Now Salem will just go after you instead of me. That's still bad!"

"Once she does, I'll reveal who I am. She might not want to waste time killing us and risk losing you."

"But if she does?"

"It's a risk," she said, shrugging and pulling on his brown gloves. "But she's absolutely going to kill us anyway if she catches up to us now, so between certain death or possible death, I think this is better. Salem wants you, and she's in a rush. Once she realises she's been tricked, I don't think she'll waste time." Yang nodded to her team. "You three have to go with Jaune. I'll stick with the rest of Team JNPR to sell the deception."

"Vale," said Ren. "We'll go to Vale, the city. That'll lure her there, but we'll reveal the deception if the Grimm get close."

"I'm staying with Jaune," Cinder said, not willing to play along. She stepped close to him. "I don't care what you say. I'm not leaving him."

"Fine. Whatever. We'll draw them to Vale while you cut west. Get to Patch. We'll make sure Salem knows she's been tricked before she can attack Vale. With any luck, Beacon will be cleared out and she'll not have any choice but to give up." Yang winked. "And then you can fix my hair in your next dream."

Jaune snorted. "Of course. And here I thought you'd done this as a show of strength."

"Hey! I still cut my hair for you. The fact you can fix it instantly played into that, but it's still big of me. Not to mention crushing my tits in this armour of yours."

"We don't have time," Pyrrha said, pulling Yang aside. "Look after him!" she told Team RWB and Cinder. "Keep him safe. We'll slow down a little. Make sure the Grimm see us. Don't come back for us whatever happens."

Jaune hated that. They all did. Team NPR plus Yang slid back and into the forest, with Nora shouting out Jaune's name loudly to draw attention. Jaune, wearing the t-shirt he wore under his hoodie and a loose orange half-skirt with boxers beneath, followed Team RWB, with Cinder taking up the rear. He'd have asked for something else to wear but between two combat skirts, Blake's leggings and Cinder's school uniform, there weren't many options. At least he'd worn fresh boxers today.

"They'll be okay," he said, knowing the girls would be worried for Yang's sake. "Salem wants me and she can't waste time. Once she figures out our ruse, she'll leave a bunch of Grimm to fight them and continue the chase. It's Yang and Pyrrha. They'll be a match for any Grimm Salem leaves with them."

Ruby nodded. Blake and Weiss were less sure, but seemed to realise he was trying to keep everyone's spirits up and played along. Cinder didn't say a word. Jaune wasn't sure if that was good or bad, since he'd have expected her to be a little more afraid of all this. The real Cinder was strong enough to fear nothing, but the fake memories he'd implanted didn't have her as a huntress. Cinder ought to have been panicky.

Maybe she's just the type to handle her fear well. Or a little of the old Cinder's calm demeanour is shining through.

It didn't matter. They had to keep running.

/-/

Arthur tracked the deception through one of the many cameras Ozpin had set up throughout the forest for the school's initiation, and which Arthur had managed to hack in his time in Vale. It was a cunning little plan of theirs, and quite likely to work if he let it. Salem would chase after the fake in her single-minded pursuit. And Emerald wasn't far behind, doing her best to catch up so she could save Cinder.

"Mistress," he said, speaking into his scroll. "It seems Team JNPR have split north and are heading for the city." He chose his words carefully, not confirming Jaune Arc's presence. "The other team are continuing westward."

"I'll hunt Arc. He's the only one that matters."

"As you say. I'll update you if anything changes."

He ended the call. Once the team got close to Vale, after they'd led Salem a merry chase, he'd contact and say he'd noticed the boy was different and pretend like it was his genius which picked out their ruse. Too late to avoid it, but soon enough to stop her wasting her time attacking the city.

Arthur chuckled and dialled another number. "Emerald," he purred. "It seems Salem has been led astray by a little ruse. Jaune Arc and Yang Xiao-Long have switched outfits and places, and Salem has fallen for it. She is headed north. The Arc boy – and Cinder – are headed west, toward the ferry to Patch."

"I'll catch them. What about the ferry?"

"Don't worry about that. I've sabotaged its systems. They won't be making it to Patch anytime soon. I'll try and reach Salem and explain the deception, but she's not answering," he lied. "Good luck with Cinder."

His work done, Arthur Watts closed his laptop and picked it up, tucking it under his arm as he made his way to the Bullhead parked nearby. A man sat in the cockpit, a mercenary loyal to coin and thus loyal to Watts only. It was so much easier dealing with professionals than fanatics. Of course, the man knew nothing about Salem or the Grimm.

"I need you to take me toward the ferry to Patch. I have a friend to pick up there, whom we will be taking away from the city."

"A friend of yours?"

"In a sense."

Arthur checked his pocket, where his gun lay, laden with specialised dust rounds he'd made. Rounds that would shatter on impact with aura and release a powerful gaseous anaesthetic. It would put anyone who inhaled it into deep slumber in an instant. In a world where one boy could control reality in his dreams, the man who could control who slept and who stayed awake was king.

And Arthur Watts was tired of wasting away under the control of an ineffectual queen.