I stare in shock as Lilith saved me from the Paladin, i couldn't do anything as she pushed the machine back, she then turned towards me and grabbed me and before i knew it i was back in the seat, controlling Lilith. My entire body was screaming out in pain from the action, but i had enough in me to push through it as i pulled out Lilith's XO-16 and aimed it at the Paladin.

I then fired the gun and i watched as chunks of metal of the machine was shredded apart and eventually the robot fell to the ground. I let out a heavy breathe and i lean back in my seat.

"Sarah, it's good to see you again, i hope that i arrived on time" I couldn't help but laugh at Lilith, i lightly tapped on roof and i felt so relieved to be back with Lilith again.

"Lilith, what happened to Winter and how are you here?" I asked her, it took her a second to respond,

"Winter Schnee took her personal ship and used it to get her and all of the engineers left behind to repair me, they are currently on route to Atlas, as for my status, I'm at 94% combat effectiveness," I nodded to what she had to say, and i sat up in my chair so i could get a better handle of the controls.

"Alright then, well let's make sure that everyone is okay, Velvet and other students went ahead of us, they should be at the evacuation" We didn't say anything else as i controlled Lilith over towards the bullheads which is where i assumed the evacuation would be. Along the way we did find stranglers of the White Fang, and Grimm, but all of the robots and Paladins in the area were collapsed, it seemed like whatever was controlling them is out of commission now.

After awhile we eventually reach the evacuation point, and i hop out of Lilith and i run towards the first group of kids i found, which was team RWBY. But when i went up to them i couldn't help but cover my face in shock, Blake seemed like she was just stabbed, and Yang was missing her arm. I noticed Ruby and Weiss and i went up to the two girls.

"What happened to those two?" I pointed towards Blake and Yang, and they both had looked sad and were still in shock. They tried to respond, but they were struggling to form words, it wasn't until awhile that ruby manage to say "i don't know"

She looked like she wanted to cry, but i patted her head and i pulled her into a hug, "Ruby, this is the world of war, you will loose things, and people you care about can die in an instant, for now, just be happy your entire team is still alive." I pull away from Ruby and she seems a bit better, i pat her on the shoulder and i went through out the area.

There was several students with injuries, some were crying their hearts out, and others were trying to stop the bleeding of others. I searched through all the others until i find Velvet and the others, and i went up to her, i noticed that she now had a bandage around her head and that she was still sleeping, and i just hoped that she was okay.

I went up to Coco who was watching over her and i just said a simple "thank you" to her, she nodded to me and i heard someone coming towards us, I turned around to notice Weiss and Ruby were behind me.

"Sarah, have you seen Jaune, or Pyhrra? Both of them have been missing ever since they left with Ozpin." I just looked at both of their concerned looks and i shake me head.

"I'm sorry you two but i haven't seen them, there is too much going on to keep track of everything around us, but if they are still out there I'm going to go look for them," They both stared at me as i started heading towards Lilith and i jumped back into her chassis.

Before i could close the hatch and start looking for the two i noticed Coco heading towards me, "Is there something you need Coco?" She just stare at me for awhile before she turned around, but she yelled something out before she diapered into the crowd.

"You better come back in one piece, for her" Before i could do anything, she slipped into a crowd of other students, i don't know why she decided to do that, but she was right, i had to come back for Velvet, but i still had to make sure the rest of my students were safe.

I was about to head off once again before i noticed Ruby, and Weiss with their weapons out, "Wait Sarah, were going with you" I just scoffed at them as i closed the hatch to Lilith.

"You two have already done enough for everyone here, just watch over your teammates and make sure they are all okay, I'll find those two, and bring them both back in one piece" they both stared at me skeptically, but before i wait for their responses i start moving towards where i last saw them.

I was halfway towards Ozpin's tower, until i noticed that both Ruby and Weiss were trying to 'sneak' behind me, but i really should of expected as much from the girls. I just sigh to myself and turn on the speaker outside of Lilith,

"There really is not stopping you two, is there?" When i spoke out i noticed that Ruby got spooked by me and jumped into Weiss arm, and i couldn't help but laugh at the two.

"Well, i don't think you two would listen to me if you wanted to, alright then, well let's find Jaune and Pyrrha." They both nodded to me, and i started to speed up and sprint towards the tower.

When we got closer i noticed the Grimm Dragon was hovering around the top of the tower, and something was going on as well, there was shards of metal and fire flying from the top, but i had no clue what was really going on.

"Wait Jaune?" I turned towards Weiss who was apparently being called by Jaune, she answered and put it on speaker,

"YOU HAVE TO SAVE PYRRHA, SHE IS AT THE TOP OF THE TOWER!" We didn't hear anything else as it sounded like his scroll was tossed to the ground.

Weiss then faced the top of the tower and folded her arms, "Well how are we going to get there with that Dragon hovering it so much." I look at the dragon, and i had an idea, a horrible, horrible idea.

"You two, your not scared of heights are you?" I asked the two younger girls, they both looked at each other confused, but they both nod yes.

"Well i have and idea, it's not a great one, especially since it requires a bit of a maneuver that i only briefly read about, I'll get the dragons attention, and i will get you to the top but it's up to you two to save Pyrrha, got it." They were still confused, and i started to feel the stress start to get to me as i felt my voice get louder.

"DO YOU UNDERSTAND?" The two were shocked at my sudden increase in my voice, but they both turned towards me and with confident looks and nodded at me. I release a sigh of relief as i let out a breathe, this was such a risky plan. I could only pray this worked.

I turn away from the two girls and i let my hand glide over the metal inside of Lilith, "You ready Lilith? This could be our last mission if we mess this up" Lilith remained silent for a second as i took controls of thing and charged up the Energy Siphon and aimed it at the dragon on top of the tower.

"Sarah, even if this is our last mission together, i will make sure to follow protocol 3 to the end, for you, and for Velvet" I felt a twinge in my heart, and i let out a deep breathe as i fired the lazer at the dragon. It seemed like it got it's attention as it screamed at us and started to fly away from the tower, i noticed as it started to fly around more blobs of darkness fell off of it and landed near us, creating an army of Grimm.

Weiss turned towards us and she looked scared, "You better know what you are doing Miss Sarah" I didn't bother with the fact she called me Miss as i grabbed to two students in Lilith's hand, and i saw calculations fly across Lilith's screen as she raised the two students a little bit.

"Sarah, what's going on?" I look to see that Ruby was also scared, i opened my hatch long enough to look at the two students,

"I don't have much time to explain things, but you are about to be what's known as "Fastball" Lilith is going to throw the two of you up to the top of the tower, but when you get to the top, you will be on your own, find Pyrrha, and save her, now you better get ready." I closed the hatch, and Lilith took a step forward as she tossed the two students to the top of the tower. I just hoped they would be okay.

As i looked at the top of the tower i watched as my two students disappeared. While i was looking away it felt like something crashed into the side of me, i reacted immediately as i dashed to the side and i noticed that there was a horde of Grimm, and the dragon was screaming at me now.

I pull out my XO-16 as Lilith activated her first core, "Alright Lilith, let's do this!" I screamed out as i pulled the trigger and the XO-16 started to shred through the first wave of Grimm. But as the first group dissipated into the air, another group stepped up and i gunned them down just as easily, but i had to reload, and when i went to something hit us in the back, i activated the electrical smoke, and it seemed like it worked.

I dash away from the smoke and reload again as i see the army of Grimm in front of me, I see in the corner of my eyes that my second core was almost up, so i activated and i fired into the horde of Grimm, but just when i thought that it was starting to thin, a Nevermore came down from the sky and tried to pick up Lilith. I was caught off guard by this, and i tried to aim to my gun at the giant bird, but i was struggling to free myself.

Eventually after we were high up in the air the Nevermore dropped us into a large group of Ursa, I took the chance to fire my Rocket Salvo, which managed to thin out the group of Grimm, but that didn't stop us from landing weirdly. I didn't give the Grimm a chance to surround us as i shot up and started to run through the Grimm.

"Warning, left arm is no longer Functional, accurate use of the XO-16 no longer possible, but the Maelstrom Core is active." I listen to everything going on around me, i put away my XO-16, and i quickly activated the second core as i sent a larger electric smoke into the group of Grimm. This seemed to of worked and killed even more of them.

When the smoke cleared out the Grimm numbers were still growing, the dragon above was continuously dropping more and more Grimm around me. It started to feel hopeless, but i had to buy time for my students.

Since i couldn't rely on my gun anymore i just relied on my fists, at first it was going well as i punched and kicked whatever Grimm tried to get too close to me. But slowly i was getting surrounded, at first i could deal with them with some rockets, but the longer we went on, the more damage that Lilith was taking, and my actions were slowing down.

Eventually it got to a point where they all rushed me and i could barely move, and the Grimm were completely surrounding us, all i could see on Lilith's sensors was a an endless pit of black.

It was the end as far as i knew.

"Lilith, status report," I say out loud, but i could already tell, that things weren't great.

"Sarah, i am completely surrounded by Grimm, and i have little movements left, rockets could be used, but we are at risk of high amounts of damage, we are completely trapped." She stated out, i couldn't help but lean back in my chair and start to let out a dry laugh, after all that work, after all that fighting, and just like that, i was trapped inside of Lilith, unable to do anything.

A small explosion happened in front of me and a Beowulf tried to claw it's was into the chassis, this was the end wasn't it.

"Maybe not pilot" I didn't realize that i whispered out the last part. But i couldn't help but look around at our situation,

"Lilith you got something that could help us? We are in danger of blowing ourselves us, and all of our electric smoke is down, what else is there left to do?" I questioned to her, but she didn't respond for awhile.

"There is one option" I shot up in my seat, because it sounded like Lilith was... sad.

Then it dawned on me what was her plan,

"Lilith please don't do this to me!" As soon as i screamed it out, i noticed a small timer in the bottom right.

"Activating 'nuclear' ejection, if i eject you at the right time pilot you should be able to escape from here, it was an honor Sarah" Fear rised inside of me as I tried to press anything, to cancel the 'nuclear' ejection, there was nothing i could do. I just sat in my seat hopelessly as i watched the timer tick down.

"Ejecting in, 10...9....8...7...6..." As the timer winded down i felt an uncontrollable wave of dread wash over me, i couldn't loose Lilith. I felt my emotions start to let themselves out as i started to cry out to her.

"Please Lilith, stop it," I sob out, as i watched as the timer went down to 3, then 2, then 1.

Although right before i was launched, A sentence at the bottom of her screen showed itself, and it said 'trust me'. I screamed out to her as i was launched into the air. I try to reach out to her, but there was nothing to grab. I look on hopelessly as i watched Lilith get mauled under a never ending wave of Grimm.

I closed my eyes as i felt myself start to descend to the ground, but i then heard a loud explosion and i opened them to see that Lilith was crawling out of the army of Grimm, but i noticed that a section of her was missing, the section of the missiles.

She fired the rockets into the Grimm when i was away so i couldn't be injured, I couldn't help it but scream out her name, "LILITH!" As i did this all the Grimm were focused on me, i look at Lilith as she reached for her eye, and took it out, she almost fell to the ground right there, but then her body automatically threw it towards me.

It took my body a second to process what she just did, but then i felt adrenaline rush into me as i plant my feet into the tower next to me and jump off and i catch the SERE kit. I use my jump kit and i maneuver back and latch onto the side of the tower. I looked down and i see a small explosion occur at where Lilith was, there was nothing left of her as the horde of Grimm started to retreat.

I let out a shaky breathe as i then looked down into the SERE kit, i opened it up, and i took out the smart pistol, and i made sure to securely attach the data chip to my back.

I whisper out to the small device, "i guess you were one step ahead of me, huh, I will put you back together, i promise you this Lilith." I then detached to the tower as i started to climb up it.

When i finally got to the top i was blinded by a bright light, when it wore off i looked around me, to see that the only people up here was Ruby and Weiss, both of them unconscious. I ran up to them and i checked on them, thankfully they were both breathing. I tried to look around for Pyrrha, but the only thing i found was her crown, covered in ash. I left it where it way, and i offered a small prayer to her, hoping that she was okay now, wherever she was.

When i turned around i let out a scream as i finally noticed the giant stone dragon, whatever the bright light was turned the dragon into stone. I slowly went up to it as i tried to lightly tap it on the nose, but then someone spoke out behind me,

"I wouldn't do that if i were you." I looked behind me to see that Qrow was up here, and he had his flask out.

"It's been a long day kid, care for a drink?" He offered me his flask, i contemplated it, but i just nodded, today was a definitely not a day to drink to.

"So kid, what happened, care to explain to me why my niece and her friend are unconscious up here?" I just nodded to him, i went to pick up Weiss and just said to him,

"I just got here, the only thing i know is that there was a bright flash of light, and now the dragon is turned to stone, that's it." He seemed like he understood what happened when i said 'flash of light' but what ever expression he showed suddenly hardened.

"Okay kid, think you can help me get these two to safety?" I just shrugged and i couldn't help but wince in pain, my entire body was in pain, and it felt like i could barely move, but i could handle it.

I tried to stand up but i my legs almost give out completely from me, but i manage to stand up and not drop Weiss. Qrow went up to me and supported me, i quietly thanked him as we started to move closer towards the edge of the tower. But there was one thing left on my mind.

"I'll survive for now, but when we get to safety. I need to make a call to General Ironwood" His eyes started to narrow onto me,

"Trying to find your boss so you can head back to Atlas?" He said the last part with an obvious amount of sarcasm, but i just rolled my eyes at him.

"You can say that, but for now, let's just say i have a deal for him that he is not going to turn down." I smiled at Qrow as he stared at me confused, but he just ignored that for now as we started to get to safety.

A/N - dear lord, this is the second to last chapter, i did plan on having the epilogue released directly after this chapter, but honestly i was not expecting this chapter to go on for so long, (3,400 words to be precise) but this has been so fun to write, but I'll save the rest of what i have to say in the epilogue, which hopefully i get out relatively soon, maybe on Monday? No promises though, alright i'll see you in the next, and final chapter then weeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeeee*slides out of chair*