Pain.

Immense Pain.

That was the first thing Itachi registered as his mind as he regained consciousness. His left eye opened to take in his surroundings, his right still forced shut by the pain of using Amaterasu. He was surrounded by twisted metal and raging fire, along with shards of melting ice. They weren't in the subway anymore, if the setting sun in the sky was any indication. His chest seized up in agony, and he tried to figure out the cause of it, but the white-hot burning in his chest only increased in intensity as he struggled.

His body then convulsed, forcing him to cough out blood. But his whole body felt heavy, and the red liquid escaped his lips in an almost hose-like fashion. It was then that Itachi realized the source of his pain.

'I'm drowning in my own blood.'

He immediately flipped himself over, forcing chakra into his lungs and throat as he heaved. Over a full cup of blood erupted from his lips, sharp coughs making him grunt in pain. He felt his lungs empty of blood, allowing him to regain the slightest bit of safety.

'Damn it, how long was I out? Where are the others?' Itachi panicked, pulling himself up from the ground and surveying the area. He couldn't make out much, mostly just vague hunks of flaming train and broken rock. He eyed a peculiar looking metal shard on the ground, before growing when he realized what it was.

'I didn't think my vision would degrade this much...'

Itachi sighed as he picked up Protector, sheathing it he began to stumble through the wreckage. He could hear the murmurs of people a few hundred feet away, having watched the decades old barricades suddenly explode.

'Where...are...they...' He almost collapsed as another coughing it hit him, but the sporadic movements of his body allowed him to make out a white blob a few dozen feet away.

Relief flooded his body, followed by concern as he stumbled forward, almost falling on top of Weiss who groaned in both annoyance and pain. The heiress head was dripping in blood, numerous deep gashes on her face. Itachi winced in guilt, helping his girlfriend up as gently as he could.

"Weiss, are you okay- I'm sorry I couldn't-" Weiss silenced him with a clumsy kiss on the lips, her body almost collapsing into his own. He could feel her body heat, which felt akin to the sun as she pulled back, a thin train of saliva and blood connecting their lips. She stared at him in adoration, admiring his shirtless chest for a moment before responding.

"S-shut up, you did...the best you could...Where are the others?" Itachi shook his head, fear welling up inside of him as he turned to look around. He couldn't locate anyone, not Blake, not Yang, not even Ruby.

"Itachi?! Is that you?" Itachi sighed in relief as he turned around, eyes spotting a shaky black figure that was stumbling towards him. It took him a few seconds to make out her face, amber eyes and cat ears making him smile.

"Blake, are you okay?" Itachi asked, breathing heavily as he took a step forward. Blake nodded, and action he could only barley identify at this distance.

"I'm alright, so is Yang. But Ruby...she...she's unconscious." Itachi's eye widened as he felt his whole body convulse in fear, his skin paled as he began to run towards Blake, who only shook her head and sent him a look of concern.

"I've already looked over her, there are no external or internal wounds. It's just the impact that knocked her out." Blake explained, and though Itachi still couldn't help but worry, he calmed himself down as he looked at Blake.

"I see. Thank you, Blake. Where are they now?" He asked, still clutching at his eye. Blake smiled in as if to say "your welcome" and gestured over to the side of the wreckage.

"This way...are you sure you're alright? Your eye seems to be messed up." Itachi sensed Weiss stiffen from beside him, a nervous look on her face as she looked away. He chuckled at her display, she mustn't worry.

He was a master at lying to his friends.

"I will be fine, I just overused my semblance back there. The Masked Man was the strongest person I've ever fought, if I had deactivated my Sharingan for even just a second, I would have been killed." He explained, letting a few drops of blood escape his lips as he spoke. Blake's eyes widened in remembrance of the man, a being whose aura alone had scared her off.

"What happened after I left?" She asked hesitantly as they began to walk over to where Yang and Ruby where. Itachi frowned, remembering the frightening abilities of the man. He debated telling Blake of his seemingly multiple semblances, but figured it would be best to not instill even more panic.

"We fought, and his power was immense. He showcased a level of skill I haven't seen from anyone else. And his semblance was in all reality, unfair. He could seemingly teleport both himself and objects around, including other people. But I'm not too sure of the exact specifics." He explained, stepping over a sheet of scorched metal as the walked.

"You will have to tell me more later, perhaps we can think up a plan to outsmart him?" Weiss suggested, still on the high of her victory against Neo. Itachi's eyes hardened as he looked down at her, a serious look on his face.

"No. You will not attempt to engage with him, none of you will." His voice was stone-cold, and Blake immediately understood, but Weiss only whined quietly.

"I beat Neo, remember?" The cat faunus glanced over at her teammate in surprise.

"Really?"

"Yeah! Took her eye our too! I would have finished the job, but she got away." Blake's face became one of deep concern, disturbed by Weiss' seemingly want for murder.

"I know, Weiss. And I and proud of you. But this man is not like anyone else I've ever faced, Even I don't fully understand his abilities yet. Please, just don't try and fight him." He begged, trying to avoid the topic of Weiss' bloodlust. His girlfriend's eyes softened, before she finally nodded.

"Alright...for now." Itachi rolled his eyes, but he supposed that was good enough.

"Hey guys! Over here!"

Itachi's left eye snapped up as he tried searching for a yellow blob, eventually finding one next to a large piece of a train car. He smiled, letting his slow, bleeding steps take him over to where Yang was.

"I'm glad that you're okay, Yang. Where is Ruby?" Yang smiled slightly at seeing her brother alright, despite his bloodied condition, but frowned at the mention of her sister. She pointed to a red shape slumped against a piece of metal, and Itachi slowly shambled over to it.

"Ruby..." He whispered as he got close enough to make out her face, eyes closed as she rested up against the wreckage. His heart twisted in guilt at the sight, but he supposed that he should just be glad that she was alive.

"Children, there you are!" Itachi looked over into the distance, seeing a greenish blur that was quickly zipping towards them. Dust was kicked up as Doctor Oobleck arrived, only a few cuts and bruises on his person as he looked his students over. His eyes immediately locked onto Ruby, who was still slumped over unconscious.

"Is Miss Rose alright?" He asked hesitantly, and Yang nodded.

"She's just knocked out." Oobleck sighed in relief as he came closer, examining Itachi's face with concern.

"You're bleeding quite heavily, Mister Rose. What happened?" Everyone looked to Itachi who sighed, before slowly removing his hand from his face, letting the blood fall freely from his right eye. He heard them all gasp, before he grit his teeth and forced it open, more blood coming out as the bloodshot orb screamed in pain. Even the fading sunlight felt like he was staring directly at the star, unbearable pain that quickly forced it shut.

"I overused my semblance." He summarized, reaching up to clutch his right eye once more. Yang looked on in sympathy, wishing that she could take the pain for him. Weiss was silent, for she knew the truth about what had happened, thoughts of her flame's ever worsening eyesight flooding her mind.

"Why only the right eye, though?" Blake questioned, something that caused the others to look to the young man once more.

"Early in the fight, he used a dust attack on my left that produced a bright flash. It temporarily blinded my left eye, forcing me to over rely on my right." He lied, to which Blake nodded. Although, she did notice Weiss giving him a fleeting glance. Oobleck hummed in thought, turning his eyes to Vale and the citizens who were watching in confusion and panic. Oobleck paled as he remembered what was going on, taking out his scroll and dialing Ozpin.

"Hello, Doctor Oobleck? How are the students?"

"Vale is in Danger, the underground tunnels under Mount Glenn have been exposed, a train carrying bombs broke through the barricade. We need back up, ASAP." Oobleck spoke a mile a minute, and brief silence followed over his scroll.

"I see. I will send both professional and student back up immediately. Hold on until then." Ozpin then hung up, and Oobleck turned to address the students.

"Ozpin will be sending back up, but we need to hold the grimm off until then." Itachi nodded, more blood spilling from his eye and mouth as he did so. The Professor then reached into his bag, pulling out a role of bandages.

"May one of you please wrap up Mister Rose's eye, after that you all need to join me in defending the city. Miss Schnee. By your injuries, I can tell you have no aura left. Stay here and guard Ruby." Weiss wanted to object, fearing for Itachi's safety, but the former shinobi put a hand on her shoulder, flashing her a small smile.

"Weiss, I want you to do this for me. Ruby needs to be kept safe." His words were soft yet firm, but Weiss was still unsure.

"What if you get hurt? Can't...can't Yang do it, or Blake?" She whispered, and Itachi sighed, wincing as Blake began wrapping his eye up.

"Blake and Yang have more aura than you do, they are needed on the front lines of the battle field. You are the only one who can do this, Weiss. You need to trust me, please." He pulled her close, looking down into her ocean blue eyes. Weiss brow furrowed, clearly still on the fence. But sensing her weakness, Itachi leant over and whispered into her ear.

"If you do this for me, I'll give you a reward." Weiss' cheeks became dusted with pink as her heartbeat quickened. Her breath hitched in arousal as she nodded feverishly.

"I-I'll do it...Just please, be careful." She finally relented, making Itachi smile. He gave her one final kiss on the lips, before turning to face the remains of the barricade. His uncovered eye narrowed, seeing the dark energy of the grimm slowly approaching.

"We need to go, now." He ordered, and with that, they set off, ready to face the incoming threat.

Unaware of a certain masked man watching from atop the mountain.

—-----------------------------------------------------------------------------------------------------

"People of Vale, you all need to get as far away from here as possible! The grimm are coming. Do not panic, just please evacuate immediately." Oobleck boomed while cupping his hands, the hundreds of people that had gathered their quickly got the message, scrambling to leave before the monsters could arrive.

"Here they come..." Itachi whispered, unsheathing Protector while he adjusted to his hindered vision. His lone eye narrowed, Sharingan activating as the grimm came closer. He could hear Yang growl from beside him, cocking her gauntlets and preparing for battle. Blake similarly readied herself, unsheathing Gambol Shroud and pointing it at the oncoming horde.

'There is no feasible way we can defeat the grimm, we will just have to hold until help arrives. But there are only 4 of us...we will be spread too thin, people are going to die before long....but I suppose we will just have to play it by ear.' Itachi rationalized as he stared down the threat, before taking a deep breath and charging to meet them.

The first to emerge were Beowolves, the fastest and most mobile of the grimm. They surged forward with snarling faces and howling roars, red eyes gleaming in the sunlight as the entered Vale. Itachi met them first, sending a wave of fire at a pair of them that cleaved through the beasts. He then ran into the fray, slicing and dicing at the monsters with reckless abandon.

He could feel one jump onto his back and sink its claws into his flesh, making him grit his teeth in pain as he turned to swat it aside. He then sunk Protector into the ground, sending surge of lightning through the area that stunned the demons that had now surrounded him.

With just a moment to act, Itachi Itachi jumped up into the air and fired a gravity dust round into the center of the horde, blowing them back and dusting a fair amount of them. He then sent a wave of fire forward as he began his descent to the ground, incinerating a small group of Nevermore that had flown at him.

He landed amidst the field of grimm, hacking away with his lone Sharingan blazing. It left streaks of red in the wind as he forced it to identify each and every threat as he cut through them like butter, the flames igniting his blade allowing him to shred through even their bone-plated armor.

Meanwhile, Blake and Yang fought together against a group of Beringels, the gorilla-like monsters proving a match for Yang's fleeting strength. She amped her punched with shots from Ember Celica, fiery impacts that blew holes in the grimm's bodies. Her body was on fire, her semblance finally activated as she tapped into the damage she had taken.

Blake fought with deadly grace, spawning clones whenever a grimm would get close enough to land a hit. But the cat faunus had taken inspiration from Weiss, infusing her clones with different types of dust to cause explosions of fire, lightning, and ice.

"Yang, Bumblebee!" Blake shouted, tossing over the hooker ribbon of Gambol Shroud to her partner. Yang smirked, taking hold of the ribbon and holding on tight as Blake swung her around, the added affect of her semblance turning her into a human canon-ball.

If said canon ball was on fire.

"Get a load of this!" Yang yelled as she unwrapped herself from the ribbon. As a result, she went flying in the air, landing on the ground with a massive punch that sent a group of grimm flying!

Blake dashed forward, cutting through a King Taijitu that had survived the impact. The raven-haired girl narrowed her eyes, firing shots at a group of Boartusks ahead of her. The cat faunus looked around the battle field, eyeing the every increasing hordes of grimm. Her worries were amounting, in her mind, it was only a matter of time before one of them broke.

She grunted as a Beowolf rammed itself into her, sending her flying into the center of a small platform deep in the city. As she got her bearings, she noted the dozen beowolves surrounding her, having cut her off from her partner. She sighed as she closed her eyes, focusing her breath until they opened back up, this time with a burning intensity.

It was time to dance.

Doctor Oobleck zipped around at unnatural speeds, scorching the grimm with practiced movements. He utilized Antiquity's Roast to batter and burn a Death Stalker, evading all of its strikes with his decades of experience.

Even if he looked calm on the surface, Oobleck was brimming with thoughts on the inside. The most major, obviously, was of the breach. This mission was not supposed to end up in a battle for Vale. There were hundreds, if not thousands of grimm that were going to be funneling through the tunnel in the next few hours, and although he had managed to get the citizens of this Quadrant of Vale to evacuate, if he and his students were to be overrun...

It would be a disaster.

A loud boom shook him from his thoughts, sending his gaze to a four story building as he took on a group of half a dozen boartusks. He watched as smoke and dust rose from a large crater in the side of the building, one Yang Xiao Long blasting off from the wreckage, nothing more than a golden streak as she lunged at a Nevermore. The shockwaves from her sudden propulsion shattered all of the buildings windows, sending cracks down the concrete and brick sides of the structure, making him wince.

Repair costs were gonna be a fortune.

But seeing his rambunctious student do battle brought his his other thoughts to the forefront of his mind, that of his five students. They each concerned him in different ways, some more than others.

Yang was a spitfire, strong and brave. Her skill and loyalties and a huntress were unmatched, but it was her direction that failed her. Oobleck feared that without knowing why exactly she fought, she wouldn't be able to do so at maximum efficiency.

Blake reminded him of so many before her, wishes to change the world, yet not knowing how to do so. As such, they eventually became tools in the machine of the world's cruelty themselves. He also worried, he of course knew of her past relationship with the White Fang, something that no doubt left scars on the young girl's psyche.

Weiss was...well, he really wasn't sure anymore. At the beginning of the year, she had been uptight. Cold and isolated, thick sheets of ice encasing her heart. He had also known many of those types before, wanting to be a huntress for a reason not of pure selflessness. Not that he thought any less of her, but it was still something that he kept in mind. But then, she began to change. Even if she thought she was being sneaky, he and the other professors had discussed it at length. Weiss was no longer the student she once was, and in her place was a hyper intelligent and pessimistic girl, perception warped by a very specific teammate of hers. The speech she had given him yesterday still stuck around in his mind, the sheer conviction and confidence that she had in her own words both surprised and frightened him. She was driven with a goal that was unattainable, and Oobleck knew the damage that such a thing could cause. There was also he frankly immeasurable devotion to Mister Rose, something that he couldn't help feel would either be her saving grace or her ultimate downfall.

Ruby worried him deeply. At first, she had been a bright and cheery girl, a textbook example of the perfect huntress. Strong, determined, kind, and selfless. He had not a worry about the crimsonette before the night team RWBIY had done battle at the docks. But after that? Everything began to...change. Ruby smiled less, she laughed less, her eyes shined every so slightly dimmer. Oobleck knew why, it was the talk of the staff. Itachi Rose and his illness, an unheard of prodigy plagued by death before he could even grow into himself. The affect it had on Ruby was both tremendous and profound, resulting in a scared child who felt that they had to choose between her brother and dream.

That brought him to Itachi himself, perhaps his most troubling pupil. Not that he caused trouble, no no. Itachi was the best student he's had in decades. He was a prodigal genius, unmatched both in the classroom and on the battlefield. Armed with the skill of one thousand huntsmen and the semblance to match. His intelligence and battle prowess were legendary, but both his degrading health and loneliness concerned him. It was frankly depressing to watch the boy stumble about, coughing up blood and wincing from pained breaths. But it was perhaps even more so when he watched him watch the other students with a haunted, vacant look in his eyes. A boy who strived to shoulder everything alone. But Oobleck knew there was more to it