"Was this really the best idea?" Jaune asked as he and Pyrrha made their way through the maze of crates and cargo containers some with the markings of the SDC logo, Pyrrha still seemed shook up about what happened earlier in the night.

"Maybe, maybe not this thing is stronger than any Grimm or huntsmen I've seen, keep your eyes open and don't let your guard down." Pyrrha said only receiving silence as a reply turning around she found her partner was gone. "Jaune" Pyrrha called out, a small rustle from her left spurred her into action, taking a fighting stance her eyes scanned the shadows searching for any sign of their assailant or Jaune.

Then in the corner of her eye, she saw movement

Jaune slammed into the metal container on Pyrrha's left leaving a large dint present in the metal "Jaune!" she cried in horror for her partner, rushing to his side he was beaten and bruised her heart raced he wasn't moving, two fingers moved pressed to his neck checking for any signs of life and there it was a pulse he was alive. Relief washed over Pyrrha like a flood she lifted his head to assess his injuries a black eye and swelling around the jaw his one good eye opened slightly

"Py-r-ha" he muttered the swelling making his speech slurred and hard to understand, suddenly his good eye widened in horror as he attempted to speak.

"Be-in-d ou" he sputtered trying to move his hand inching towards Crocea Mors.

"W-What?" Pyrrha stuttered

"Be-hi-nd y-ou" Pyrrha's eyes widened as she spun around raising Akouo a fist collided with her shield Pyrrha skidded back across the concrete she raised Milo and Akouo taking a defensive stance, two pairs of green eyes glared into one another before both combatants charged.

/

A scream echoed through the dark warehouse, followed by a number of footsteps rushing to its source

Coco, Velvet and Fox rushed towards the sounds of battle a cry echoed through the warehouse one they all recognized "Pyrrha!" Velvet and Coco called out racing through the dark warehouse. The sounds of fighting began to die down fear gripped their chests as an eerie silence took over.

"Pyrrha!, Jaune!" Nora and Ren cried RWBY on their tale coming up alongside CFV. Arriving at the source of the cry they found...nothing one of the containers appeared to have been blasted open along with a small trench in the floor, other than that there was nothing

"Guys." Ruby said getting the attention of the other, kneeling down she picked up the object showing it to the others who gasped in shock, Pyrrha's shield lay in Ruby's hands the metal dented and mangled a glowing green substance stained the edge.

"No way." Yang said in disbelief reaching out to touch the shield when something landed on her hand, looking down, she froze a crimson red droplet wrested on the back of her palm their eye's widened slowly looking up only to gasp in horror.

Pyrrha and Jaune hung above them, chains wrapped tightly around their flesh. Their body's beaten and bruised Pyrrha obviously taking the worst of it judging by the number of bruises covering her body and the large gash across her forehead the source of the blood. The terror was soon replaced with relief as they saw the slight rise and fall of their chest's.

"Blake, Fox get them down." Coco said the two nodded leaping up onto the cargo containers slicing through the metal with their blades, Nora and Yang catching them as they fell.

"Are they ok." Velvet asked in concern as Yang and Nora lay the pair down on the concrete

"There unconscious but alive, their aura's already started healing them" Yang said snapping the chains wrapped around their body's.

"All right! All in favor of finding this shithead!" Coco said shifting her handbag into its Gatling gun form

" Oh, yeah" Yang said receiving similar responses from the others ranging from a nod or verbal response.

"Alright Nora, Ren get Pyrrha and Jaune out of here, and call the headmaster, tell him what's happened and that we've got the guy cornered, meet back with us after, ok." Coco said

"Right" Nora said saluting, the other began moving deeper into the warehouse while the red-haired bomber and green-clad ninja lifted their unconscious teammates onto their shoulders.

Pausing in front of the isles of shipping containers, Coco turned to the remaining members of RWBY and CFV "The rest of us split up in our teams Fox, Vel and I will take the south-west side, Ruby you and the others take the northeast sweep the area and then circle back, Understood" Coco said her tactical side showing.

"On it!" Ruby said

"Alright let's move out." Coco ordered, with the seven split up into their respective teams.

/

Spawn watched the group of teens' from above like a predator watching his prey, his eyes focused in on the three-man team consisting of Coco, Velvet and Fox. Judging by what he'd seen so far from the group of teens, these three along with the big one he'd dealt with earlier seemed like the more experienced member of their little goon squad, so they'd be the first to go. He clung to the shadows tailing the teens who met every noise with the barrel and or tip of their weapons.

The rabbit Faunus had his interest, before heading out tonight he had the chance to talk to Nat who told him a little more about them, for a seven-year-old she was very detailed in her description of her race, enhanced sense of hearing and smell along with natural night vision, the shadows would be little use with her around, so for the moment she was the primary target.

A part of his cloak slinked out from behind the shipping container he was using a cover moving across the concrete floor like a serpent until finally, it lashed out wrapping around the rabbit Faunus leg, Velvet shriek as her legs were pulled out from under her.

"Velvet!" Fox and Coco cried as their friend was pulled kicking and screaming into the shadows, her screams echoing through the darkened warehouse

The cloak surrounded Velvet constricting her body binding her limbs before wrapping around her mouth silencing her screams, hoisted up Velvet found herself staring into a pair of fluorescent green eyes, the man leaned towards her as she desperately attempted to break fry her heart pounded in her chest her breathing ragged with forced breaths through her nose.

"Boo" Spawn whispered. Velvets eye's rolled into the back of her head as she drooped forward, spawn dropped the rabbit girl to the floor her unconscious body landed with a thud causing her to groan in slight pain.

Coco and Fox stood back to back each eyeing the shadows wearily weapons raised 'Where is it' Coco thought the whole mission had gone to hell first Yatsuhashi and now Velvet just what the hell was going on, or better yet what the hell was this... this thing

"Fox, you got anything?" Coco asked only for silence to follow her question "...Fox" Coco spun around her friend nowhere in sight

"...Shit" she cursed gritting her teeth in anger "Come out! Come out you son of a bitch and fight me, I'm not scared of you!" Coco took a step back her eye's fixed on the shadows she caught a flash of red in her peripheral vision spinning around to face her opponent head-on. Three chains wrapped around the barrel of her Gatling gun pulling the barrel down and knocking the fashionista off balance. Her attention shifted from the figure to her weapon and in her lapse in judgement a spiked fist impacted her face throwing Coco off her feet.

Coco slid across the concrete floor crashing into one of the shipping containers.

Groaning Coco pushed herself onto her knees the remains of her aviators fell to the floor, she looked up at her foe her brown eye's locking with fluorescent green, pushing herself up she unleashed a barrage of bullets directly towards her target spawn dove to the side as the bullets tore into the metal containers surrounding them, sliding across the concrete drawing the pistol he had taken from the thug's he had fought before Spawn opened fire the dust infused rounds impacting Coco's shoulder, chest, and stomach the rounds put a small dent in her Aura causing Coco to stumble

Spawn leapt to his feet, rushing forward his fist connecting with her jaw launching Coco back into the containers before she had the chance to recover. Coco spat out a small glob of blood wiping it from her lips she shifted her weapon into its handbag form before charging forward. She swung the bag at hell's champion, Spawns cloak shot out rapping around her weapon and arms hoisting her into the air holding her there like a human punching bag, Coco's cried out in pain as a fist slammed into her gut, again and again, each hit taking away a large chunk of her Aura.

Coco's head slumped forward after the seventh hit, her Aura completely broken, the ties around her hands loosened around her wrist Coco dropped to the floor her body bruised and beaten coughing up some blood she pushed herself up onto her knees shakily getting to her feet.

" I-s tha-t all you g-got" shakily she stepped forward attempting to throw one last punch, before the blow could connect a hand clamped around her neck hoisting the fashionista off the ground, her legs kicking towards the Hellspawn as she dangled helplessly in the air.

"Are you done?" Spawn asked

Coco snarled using the last of her strength she lashed out at spawns face grabbing the black mask she tore away the fabric hoping to at least get a good look at the bastards face. Instead freezing at what she saw, his face, if anyone could even call it that any more was horrifically burned, all that remained were charred pieces of flesh with maggots festering in the wounds, bone matter visibly showing poking through torn and decayed skin, Coco's eyes widened as the fabric in her hand disintegrated a black ink-like substance washed over his face reforming the mask.

"W-what the hell are you?"

Spawn leaned in close and whispered "Your worst fucking nightmare"

Spawn slammed Coco into the concrete cracks spreading out like a spider web beneath her, her world falling into darkness. Spawn held the unconscious fashionista in his grasp he growled throwing her into one of the shipping containers she slid down against the metal her head hanging low as he stood over her, his fist tightening slightly.

"Get away from her!" a voice called out from his right.

Spawn growled in pain as he was slashed across the abdomen necroplasm splashing against the concrete it's fluorescent glow lighting up the darkened warehouse, despite the somewhat severity of his injury the wound quickly healed with no visible scarring left behind, turning spawn found the same cloaked girl from before a trail of rose petals behind her wielding a scythe around twice her size. Ruby spun her scythe planting the tip of the blade into the ground pulling back the bolt on her sniper/scythe hybrid ready for a fight.

"kid, back off." Spawn warned he wasn't in the mood for this shit any longer.

"No way, you hurt my friend. now I'm taking you down" Ruby said scowling at the man in red before charging forward with a cry. Spawn ducked under a swing from her scythe his fist slammed into her, Ruby's body curled around his fist, Crescent rose slipping from her grasp as she fell to the floor clutching her abdomen whimpering in pain.

A hand grabbed her by the scruff of her cloak lifting her up off the ground, Spawn slammed Ruby into one of the support pillars the young reaper letting out a cry of shock and pain as her body was slammed into the concrete. Recovering quickly, she threw a combo of punches and kicked hitting the hellspawn in the chest multiple times. Spawn growled in annoyance waiting for the girl to tire herself out, the hits barely did anything other than piss him off more, raising his fist spawn plunged his hand into the concrete, finding exactly what he was looking for.

Spawn retracted his hand from the pillar a large piece of rebar clenched in his grip, raising it high above him, the image reflected back at him in Ruby's terrified gaze. Spawn brought the spear-like object down as a blood-curdling scream erupted from the girl.

After a few moments Ruby opened her eyes uncrossing her arms from her face, the first thing she noticed was that she wasn't dead, looking down she found the man wrapping the piece of steel around her waist stabbing the opposite end into the pillar effectively pinning her to the wall.

"What the?" Ruby said in alarm as she tugged on the piece of steel attempting to free herself. Spawn leaned in towards her, silver eyes looking up at him in fear.

"What does that old man want with me, talk dammit!... While I'm still in a good mood." Spawn demanded Ruby eye's widened in shock, mustering what little courage she had left she remained silent. Spawn growled rising back to his full high this was pointless these kids was just getting on his nerves, turning away he started walking into the darkness.

"Hey, where do you think you're going!" Ruby yelled as she struggled against the rebar holding her in place. "You won't get away with this!" she yelled as spawn disappeared back into the darkness. Ruby glanced around before she once again began to pull on the twisted piece of metal multiple footsteps sounded close by as five figures emerged from the darkness.

"Ruby" Her elder sister called out to her, her teammates not far behind, the blond brawler ran to her younger sister aid, ripping the rebar free from the wall, setting the red-clad reaper free "Are you ok? did he hurt you." Yang asked pulling her sibling into a bear hug, while Weiss and Blake went to check on Coco.

"Is she..." Weiss asked in horror at the sight of the second year bloodied and beaten in front of them, Blake retracted two fingers from her neck

"She's alive... barely" Blake responded wincing at the level of brutality the upper year had been subjected to.

"Ruby" Ren said addressing the young Rose "We found Velvet and Fox, can you tell us what happened did you see where he went."

"I... I don't know I lost sight of him before you and the others got here" Ruby said.

"Hmm well, I guess this guy's nothing but a big scaredy-cat, ran as soon as he saw us coming." Nora said resting Magnhild on her shoulder

"I wouldn't be so sure Nora" Blake began this whole situation didn't feel right from the beginning "Whoever this is they at least have some form of training he's been picking us off when we separated from each other, I think its best we stick together from now on."

Suddenly the lamps hanging above began to flicker as a vibrant blue flash accompanied by the crackle of electricity rose over the shipping crates the lights above flickered out, plunging the already dim warehouse into darkness what little light remaining coming from the lampposts and moon outside.

"Blake, you see anything?" Yang asked her partner.

The Cat Faunus opened her mouth to respond. suddenly A chain shot down from above wrapping around her neck silencing her voice before pulling her into the rafters above, Gambol Shroud clattered to the ground behind them instantly drawing the others attention.

"Blake!" Yang called out to her partner her eyes turning a bright crimson, cocking Ember Celica Yang leapt into the air firing Ember Celia, the recoil from her weapon boosting her up towards the catwalks above. Yang's hand lashed out gripping the railing hoisting herself up onto the walkway from there she saw Spawn dangling her partner over the side of the walkway one of his chains wrapped tightly around Blakes' neck.

The Faunus kicked her legs out attempting to find anything that could help support her weight so she could free herself, the heels of her boots barely grazing the metal railing as she gasped for air, clawing at the chain that continued to tighten around her windpipe, Blakes amber eyes were wide with terror as she stared into those cold fluorescent green.

"GET AWAY FROM HER!" Yang bellowed launching herself towards the Hellspawn. His head snapped towards the furious blond the chain around Blakes' neck whipped towards her unravelling around Blakes' neck throwing the cat Faunus towards her partner, Yang's eyes widened as she opened her arms intercepting her friend the force of the impact throwing the blond back along the catwalk.

Blake coughed and gasped sucking in the sweet oxygen her lungs had been deprived of for almost a minute "Blake!" a familiar voice called out in alarm rolling the Cat Faunus onto her side, her amber eyes trailed up focusing on the blond blur in front of her blinking away the tears staining her eyes she found Yang crouched over her.

"Are you ok?" The blond asked her burning red eyes locked onto the Hellspawn.

"I'll live" Blake responded her voice hoarse as she caught her breath, Blakes' ears twitched beneath her bow as a subtle 'click' broke the silence, the kind she recognized as a weapon being primed.

"Move!" The cat-Faunus called out, grabbing her partners shoulder rolling forward dragging Yang with her, as three gunshots rang out. Spinning back around towards their adversary. Blake let out a sigh of relief, she glanced at the impact points where she and Yang had once been, only to stare at them in shock. The metal surrounding the impact marks glowed the same fluorescent green as their opponent's eye, the substance began eating away at the metal, leaving three large holes in the structure.

Blake swallowed thickly, she didn't want to know what was in that ammunition or where he'd acquired it. She and Yang hopped back to their feet facing down their attacker. A fourth gunshot echoed through the warehouse, this time coming from below. Ruby leapt over the railing skidding to a halt beside her teammates, Weiss following close behind using her Glyphs as a stairway up to the walkway above.

"Nowhere left to run freak." Yang said pumping her fists ejecting a spent shell from Ember Celica before quickly loading in a new clip. The building around them shook slightly as a massive spotlight shone down through one of the skylights above the familiar roar of multiple bullhead engines filling the air, the four girls glanced up towards the bullhead hovering above, the bullhead was far more sleek in design its outer hull a pristine white, the emblem of the Atlas military present on the side, Ruby glanced back towards their opponent whose head was also turned skywards taking her deep breath her confidence returning she took a step forward.

"This doesn't have to go any further than it already has. "Ruby said stepping forward hoping to end this peacefully, rather than resort to more violence and possible bloodshed.

"So, give up and come quietly!" Weiss continued spinning the revolver barrel on her rapier, before levelling the tip of the blade towards the Hellspawn.

Spawn growled in response; several chains burst forth from beneath his shroud heading towards the group of huntresses. Reacting quickly Weiss moved forward summoning a barrier glyph to block the oncoming attack when suddenly three of the chains split off from the others tearing through steel walkway beneath their feet while the remaining four struck at the cables and beams holding the walkway in place.

The structure jerked violently to the side Team RWBY stumbled as the walkway collapsed in on itself sending the girls plummeting back towards the warehouse floor below crashing into one of the shipping containers marked with a snowflake the twisted and warped remains of the walkway coiling around the edge of the container bringing it down with all of them. The four girls yelped as they were thrown from the structure as it crashed back down to the warehouse floor below.

Yang grunted as she slammed into the side of one of the shipping containers marked with a white snowflake the combined force of the fall and her body weight, knocking the container from its resting place atop the others bringing it down with her, the container crashed down to the warehouse floor narrowly avoiding crushing the blond beneath its weight.

The container split open on impact, its contents, dust crystals and vials of all variety spilling out across the warehouse floor. Yang groaned, rising up on one knee rubbing the welt growing on the back of her head "That son of a- Hugh!" Her voice was smothered by spawns cloak, the demonic shroud engulfed the blond brawlers entire head, two chains were quick to follow, snapping around the blond brawler's wrists dragging her back towards Spawn's towering form.

The blond brawler screamed and thrashed on the concrete floor, tears welling up at the edge of her eyes as her lungs cried out for oxygen "Yang!" Weiss cried out, scrambling to her feet the Schnee heiress thrust Myrtenaster forward, the revolver barrel on her weapon stopped on a vial of fire dust, an amber glow engulfing the tip of her weapon, launching a fireball towards her opponent.

Two of spawns remaining chains launched towards the ceiling, wrapping tightly around one of the steel supports beams above, the hellspawn pulled himself up and out of the White-haired girl's line of fire, while dragging the blond clawing at his cloak, into the path of her projectile. Spawns grip on her head and arms became non-existent, the fireball struck the blond in the chest, detonating on contact.

Alone the blast would have been almost nothing for the blond Brawler... had it not been for the numerous dust crystals scattered around her feet, with the minuscule explosion caused by the fireball, setting off a chain reaction.

"Yang!" The remaining members of Team RWBY cried out in horror as their teammate was engulfed in a fiery explosion the shockwave sending her sailing through the air and crashing through one of the concrete support pillars before impacting a stack of containers, spending them toppling to the ground, Yang groaned as she tried to push herself back to her feet, her golden aura flickered and pulsed around her body for a few seconds, before the blond collapsed to the floor unconscious.

Spawn watched the aftermath from above as the three girls rushed to their teammate's side, the ones in Red and White watched the shadows above as the Faunus of the group cradled the blond in her arms. "Yang... Yang~" she whispered shaking the blond in an attempt to rouse her, tears brimming at the edges of her amber eyes, Yang whimpered in response.

"Is she ok!?" Ruby called back to her teammate, her silver eyes darting around the darkened warehouse searching for their opponent, she didn't know how things had gotten this bad there were twelve of them, even if it had just been them and JNPR they should have been able to take this guy, it should have been even easier with CFVY with them, now it was just down to the three of them.

"She's breathing but I think her leg might be broken." Blake relayed to her leader, her eyes lingering on the large purple welt swelling up around Yang's shin and knee." Do you see him?" she asked, settling Yang down on her back, drawing Gambol shroud off her back as she rose to her feet.

"I don't know" Weiss replied her grip on Myrtenaster tightening, with Yang out of commission they'd lost their strongest fighter, were this a fair fight the three of them could probably handle things on their own, her glyphs would be able to boost herself and her teammates abilities as well as hinder their opponent, but this was anything but a fair fight, if they were going to beat this... Monster, they needed help "Where are Nora and Ren?" She found herself asking

"They're probably trying to get that bullhead attention; we just have to hold on until they get here." Ruby said, just a few more minutes and then their backup would arrive, and they could put an end to all this.

"They won't make it in time." Spawns voice echoed from the shadows of the warehouse, the Faunus of the group's ears twitched as he spoke trying to locate the source of the voice from within the dark warehouse, she gave up just as soon as she started, as his voice seemed to be coming from every direction. "I gave you a choice back in that alley, I gave you brats a chance to walk away and forget you saw me."

Several chains slinked out from the dark isles of the warehouse, moving across the concrete floor towards them, as an impossible large shadow rose up from between the containers almost engulfing the warehouse in its entirety, a pair of fluorescent green eyes glared down at them from the wall of never-ending of seemingly darkness "Now I'm done screwing around."

He wouldn't kill the brats, but he'd make damn sure they wouldn't be in any condition to try to interfere in his shit again anytime soon.

/

"Hey, hey! We're over here" Nora called out to the three bullheads circling the shipyard above, waving her arms frantically in an attempt to flag down the lead airship, the Bullhead spotlight shone over them causing a large grin to spread across the red-haired bombers face, as the military aircraft descended towards them, Nora and Ren were forced to shield their eyes- the latter moving to cover his teammates - from the small cloud of dust and debris the engines kicked up as it touched across the other side of the shipyard.

The ramp leading into the cargo hold of the ship extended down a moment later the doors slid open, a tall fair-skinned young woman in her early twenties stepped out onto the exit ramp, her hair, white as snow, was tied up in a small bun baring a few loose strands that hung down over the right side of her face. Her attire was a mix of Navy blue, white and grey, consisting of a white coat with sleeves that expose her upper arms, a red-lined high collar, with a red brooch and black gloves, as well as pants that have garters incorporated into them.

She was flanked by four sleek white armored robots, she paused at the end of the ramp her slate-blue eyes turned to regard them from across the shipyard, the stern expression she wore shifted ever so slightly as her eyes landed on the unconscious members of JNPR and CFVY. Her eyes hardened a moment later, gesturing to the remaining two aircraft hovering above, the airships cargo holds opened, four more squadrons dropped down from the airships, shaking the earth as they landed.

" Squads 2 and 4 Secure a perimeter around the structure." Winter Schnee called out to the AK-200's, their visors flashing blue in confirmation of her orders. Her gaze turned back to Nora and Ren "Squad 3 assist the wounded until the medical team arrives." She said before moving to address the two conscious members of JNPR "Lie Ren, Nora Valkyrie" It was more of a statement than a question

"Yes, Ma'am" Nora replied, straitening up in the presence of the Atlesian specialist.

"Where are the rest of your group?" Winter inquired, the report she received from General Ironwood said there were two other teams involved in the operation, the larger teen in armor must have been part of the second-year team, but that still left the three second years and her sister's team unaccounted for.

"They're still inside" Ren answered from beside Pyrrha and Jaune " Our teammates and Yatsuhashi were incapacitated shortly after we arrived, we've been watching over them while the others pursued the rouge huntsmen. "That caught Winters attention.

"Have you heard word from them?" She inquired, a hint of worry in her tone.

"We cornered him in the warehouse" Nora added, drawing winters gaze back towards the structure as Nora went on "We heard some fighting a little while ago, but things quieted down pretty quick, guess the other were too much for tall, dark and creepy too-" A vibrant green flash emanated from within the warehouse, forcing the hunters in training and Atlesian specialist to shield their eyes.

A violent crash was quick to follow, as one of the second-story windows leading into the warehouse burst outwards raining shards of glass down on the shipyard below, a black and white-clad figure sailed through the air crashing down into some wooden pallets to their left.

"Blake!" Nora and Ren cried out horror, the red-haired bomber rushing to the cat-Faunus side. Bringing Stomrflower to bear Ren traced his weapons on the shattered window above, an ethereal green glow emanating from within.

Winter grit her teeth, her hand wrapped tightly around the hilt of her sword, the General had made a point, that she was not to engage the rouge huntsmen alone. Her orders from General Ironwood were to contact the students who'd sent the SOS, establish a perimeter and then hold position while support from Beacon and signal academy moved in, to aid in the apprehension of the rouge Huntsman.

Several shots echoed from within the warehouse followed by a familiar scream for the Atlesian specialist "Weiss..." Winter whispered under her breath, damn it, the huntsmen teams left on standby were still three minutes out, more than enough time for their adversary to finish with the students and slink off into the night, he wouldn't kill them the unconscious Faunus girl laying in the red hair girls arms was evidence of that, but if she didn't act the assailant could escape and her sis- the students would have suffered needlessly.

It was insubordination, plain and simple, though she hoped the circumstances would help General Ironwood understand her actions. " Remain here with your teammates " She ordered the remaining members of JNPR, before turning her attention to her escort "Squad 1, breach through the side and clear the building of non-combatants." The Atlesian knights drew their rifles from their backs and began marching towards the structure.

Drawing her weapon Winter thrust her sabre forward, summoning a series of barrier glyphs in the air in front of her, forming a makeshift staircase leading to the second-story window. In a burst of unnatural speed, the elder Schnee darted forward climbing one platform after the other. Reaching the end of her platforms, Winter dove through the blown-out window and into the darkened warehouse.

And a front-row seat for the ongoing battle within.

/

Weiss and Ruby moved in sync with one another, as one of the partners broke off from a failed attack, or move to dodge a counter from the hellspawn, the other would take the shift in Spawn's attention to deliver a swift stab or slash at the hellspawn while his back was turned, however each attempt ended the same, with their attack being intercepted by one of the numerous chains or a piece of tattered red cloth that hovered around spawns form.

Their speed and agility denying him any respite from the seemingly endless assault, forcing Spawn on the defensive, though this tactic didn't come without risk, they'd been using their aura to enhance their agility and up the damage of their attacks for some time now, it was the only way to keep up with their opponents seemingly otherworldly reflexes and as such fatigue was starting to set in, and with that the rate of their attacks began to slow, just what he'd been waiting for.

Sidestepping a thrust from Myrtenaster, spawns cloak lashed out wrapping around Weiss's sword arm, and dragged her into the path of Ruby's Scythe. The silver-eyed girl's eyes widened, pushing her full weight down on Crescent Rose, the blade arced down, narrowly avoiding bisecting Weiss and carving a large gash into the concrete floor beside her partner and spawn and sending Ruby sprawled out onto the floor.

Spawn drove his knee into the Heiress's gut, forcing the air from Weiss's lungs and lifting her into the air, lashing his cloak to the side spawn sent the Heiress careening towards a pile of crates. Weis- Gah" Ruby tried to cry out to her partner, she was backhanded into one of the containers and sent crumbling to the floor for her trouble.

With the brats out of commission spawn moved to make his escape, using his chains grapple up to the ceiling, suddenly three larger Glyphs formed in the heiress path. As her body collided with the glyphs, they bulge inwards acting as an improvised safety net, stopping her midair. Weiss dropped to the floor, landing on her side her left arm clutching her abdomen as she struggled to draw breath, her eyes wide in both fright and relief. "W-Win..." She tried to speak.

"Grah!" Spawn growled as a pair of high-heeled boots slammed into his back, knocking him back to the warehouse floor below. His cloak spread out behind him slowing his descent, facing the new threat spawn found himself face to face with a seemingly older version of the White-haired brat, a slender sabre held in one hand with a shorter variant of the sword held in the other.

Winter rushed forward deliver two swift slashes towards spawn, the Hellspawn blacking each blow with his spiked bracers, followed by three of his chains lashing out at Winter, the elder Schnee back handspring away, narrowly avoiding the chains that buried into the ground where she once stood. Landing beside her sister Winter pulled Weiss to her feet.

"Take your teammate and Go" Wintered ordered "I'll handle this."

"Winter, what abou- " Weiss tried to say,

"Now!" Winter snapped back as spawn drew his dust pistol the same eldritch green glow surrounding its now demonic surface. Spawn unleashed three shots towards the sisters, diving out of the path of the oncoming fire Weiss cast one last look towards Winter as she rushed the Hellspawn, summoning a series of barrier glyphs one after the other, to intercept the oncoming fire.

Part of her wanted to stay and help her sister, but after seeing firsthand what this... monster, was capable of, staying to fight would mean she'd only end up getting in the way. Backing away from the fight, Weiss jogged over to her downed partner. "Oww" Ruby groaned as she pushed herself up on her hands and knees, kneeling down beside her Weiss hooked her arm under Ruby's shoulder and pulled the younger girl back to her feet.

"Ruby, get up!." Weiss said, "We have to leave."

"W-what about..." Ruby trailed off as her eyes landed on the battle in front of them, Winter slid under a swipe from spawn delivering a small slash to his left thigh "Who's that? " Ruby found herself asking

"There's no time" Weiss chided, "We have to get Yang and go!"

The mention of her injured sister was enough to pull Ruby out of her stupor and Back to reality. "R-right" She stuttered quickly snatching Crescent rose off the ground, the two remaining members of team RWBY retreated back into the darkened warehouse towards where the three, now two, had left their incapacitated teammate.

Watching them depart, a weight was lifted from Winter's shoulders, she wouldn't have to worry about Weiss, or her teammate being caught in the ensuing conflict, meaning she didn't need to hold back any longer. Winter ducked under a punch from Spawn, lashing out with her sabre the Atlesian specialist drew a thin line across spawns ribs, staining the edge of her blade with necroplasm.

She didn't have time to dwell on the strange substance, with her opponent coming at her once again. His red cloak billowed outwards, the living fabric lashed out at her like a whip, Winter ducked under the first two and slashed down another, though the fourth blow caught her wrist ripping open the sleeve of her glove and leaving a long gash across her forearm, Winter hissed through her teeth.

Spawn moved into her guard following up with a haymaker, catching Winter across the cheek, her world spun as she was sent stumbling back down onto hone knee, Spawn followed intent on finishing her off.

Acting quickly Winter slammed her palm into the concrete floor a large snowflake Glyph appearing beneath their feet. Spawns eyes narrowed, two of his chains lashed out and embedded themselves in one of the support pillars, pulling him out of the Glyph before it could take effect. The little brat he'd fought in the alleyway had pulled the same trick; he wouldn't let himself be caught again.

Winter glanced up at the hellspawn wiping away a small trail of blood from the corner of her lips, the Glyph swirled to life beneath her summoning a swarm of nevermore inside the warehouse, the summoned Grimm swarmed around their master forming a miniature hurricane around winters form.

Spawn eyes widened in response to the display "You gotta be shitting me" Spawn growled, Winter thrust her hands forward two-thirds of the flock broke off from the main group and rushed the Hellspawn, as yet another Glyph appeared behind winter.

Raising his dust pistol spawn opened fire, the necroplasm enhanced rounds tearing through their small bodies causing them to dissipate into smoke. The flock broke off into groups of three, the summoned Grimm looped around and between the stacks of crates scattered about the warehouse, dodging the oncoming fire as they closed in on Spawn from all sides.

Spawn leapt out of the path of the first group of avian Grimm narrowly avoiding having his throat slit by their razor-sharp talons, he fired three shots in response as he slid under the path of another four, disintegrating two of the Nevermore from the group, his chains lashing out at a group that came at him from behind, making quick work of the little pests.

three more came from his left, he raised his weapon to fire only for a subtle 'click' to echo from the weapon "Damn it" Spawn growled tossing the weapon aside, well there went that idea, reeling his arm back he lashed out with his claws shredding their minuscule bodies in one swipe. Without his weapon, he'd be forced to use some more costly methods of fighting back.

Seizing the opportunity, the remaining members of the flock reformed into a single wall of avian Grimm making one last attempt at bringing him down. Acting quickly hells champion coated his free hand in necroplasmic fire, thrusting his hand out in an arc spawn unleashed a wave of ethereal green energy, that tore through the air around him, wiping out the majority of winters summoned Grimm as well as carving a burning green arc into the crates and shipping containers around him.

"Hah!" Spawn had little time to react as the White-haired bitch slammed into his side, forcing the two of them back into a container. Winter thrust her sword forward burying it to the hilt in her opponent's shoulder, her smaller blade finding itself going through his bicep and into the container behind him, the bitch was a hell of a lot stronger than she looked... that could be a problem down the line.

Spawn pushed back against her in an attempt to free himself. "Stop" Winter growled, glaring back into those fluorescent green eyes pushing back just as hard despite her -Compared to his own- minuscule stature "You're done, surrender now and I'll see that your given proper medical attention." They'd treat his wounds and then hall him back to general Ironwood and Headmaster Ozpin for questioning, they'd both wanted to have a word with this reprobate for whatever reason.

Spawn narrowed his eyes at the elder Schnee, struggling back against her holding her attention on him as his cape slid across the floor towards her boots, she might have had him had she kept her distance. "Sorry, nothing personal" Spawn replied, his cloak lashed out wrapping around, Winter's eyes widened as her left hand was quickly restrained along with her legs, acting quickly Winter tore her short sword from Spawn's shoulder and moved to finish her assailant with a slash to his throat.

The slender paused mere centimeters from piercing his throat, Winter's arm trembled as she fought against the impossibly strong grip of Spawn's cloak, thrashing her body in an attempt to free herself as the cloak crept up her limb, enveloping her body in its grasp. Spawn tore the sabre free from his shoulder, the wound closing up almost instantly, tossing the sword aside, the hellspawn stared into Winters watching, a vengeful part of him taking some small joy out of the terrified look forming on the cocky bitch's face as his cloak moved up her neck.

"Kyaah" A voice cried out from behind, Spawn rounded on the red-clad missile barreling towards him, even as Winter cried out a muffled warning, his eyes burning with green fire, a familiar scythe reeled back and ready to strike, even as its owner's silver eyes widened in terror. His chains lashed out swatting the blade aside, he dug his fist into the girls gut.

She was sent sailing back through the air a red shimmer flashed around her form as she made contact with a wall of containers, the bottom container already weakened from Spawns previous attack buckled, and crumbled in on itself bringing the three stacked atop it sliding to the side and crashing through a third support pillar, the warehouse groaned loudly, the ceiling above cracked and warped inwards, and came crashing down on the occupants bellow.

Spawn lashed his cloak out to the side; Winter was sent skipping across the room crashing back first into the warehouse floor. Spawn leapt back out of the way of the debris, using his chains to swat any debris out of his path as he grappled towards the growing opening in the ceiling with his cloak, taking his chance to make his escape.

"No!" Winter cried out in horror, thrusting her arm out towards the red-clad girl calling on her semblance, forming several barrier glyphs over the younger girl. Ruby, for her part, could do little more than scream in terror, as one by one the rubble crashed through winters Glyphs and down on top of her, sending her world spiraling into darkness.

Dun, Dun, Dunn, cliffhanger well it has definitely been a while since I updated this story, I kinda lost my inspiration for this one for a while there, I had the third chapter half done for a good year and a half before I finally started adding to it again back in March. And I know a lot of people have been asking for an update to this story for a while now, so here it is.

Following this update, I will be taking a step back from writing for a while, so I can focus on my job and on my studies at college, at least until everything in my life at the moment isn't so hectic, so I hope you'll all bear with me till then. Anywho, I hope you all enjoyed this chapter, feel free to leave a review, favorite and follow if you're up for it.