Hey again all! Got another chapter for ya!

Thanks to Robert Waldron, Fridrod, LOLZMAN, Ragy, Dakota, Amil and Hydrolic for supporting me this month, I really appreciate it! Y'all are the best!


He'd pushed this aircraft hard before, this was nothing new to it. He was sure it had a storied history, but that was a part of the problem. It was an older model, serviced well but aging nonetheless. It was lacking a number of critical developments Atlas had invented and manufactured in their newer models, it lacked the speed he really needed right now.

Desperation made the Bullhead seem all the slower. The harder you focused on time, the slower it became, and it was all that consumed Jaune's thoughts, every synapse firing in distress.

He had to make it. He couldn't afford not to make it. He couldn't afford to think about what would happen if he didn't, either.

He had to make it.


A gunshot sounded through the treeline, signaling yet another dead Grimm, another spent round, another thing they were running low on. It had been some days since civilization, and more since they'd found the ammo they needed.

"You'd think these outskirt towns would have more kinds of ammo," Ruby muttered under her breath, as she chambered a new round into Crescent Rose. "I'm really starting to run low."

Ren loaded a new magazine into the left Stormflower with practised ease, impressive for someone who dual-wielded for a living. "You can't expect settlements on the outskirts to have everything you need."

"You keep saying that," Ruby grumbled, more because she knew he was right than anything else.

"That's because you keep complaining."

Nora, at least, was handling the limited ammunition situation with a little more panache than Ruby was, resorting to just hammering down on any Grimm that came near like she was in an arcade playing Whack-a-Grimm. Technically she was, minus the arcade part.

"If you have the energy to chit-chat, you have the energy to keep moving. Come on, it's going to get dark soon."

Qrow was extra grumpy today, too. Ruby loved her uncle dearly, but his attitude was even starting to wear her down. Fun uncle was gone, all that was left was professional-but-surly uncle.

She chalked that up to the few days he'd spent with only a few drops in his flask. Gods forbid, he might even be sober!

Ruby wasn't sure if that was a good thing or not right now, when they couldn't exactly get any privacy or space. It wasn't a nice thought, she didn't want her uncle to be an alcoholic, but she still remembered the last time he'd tried to sober up for longer than a few days.

The forest in Patch was still recovering. So were a few of the students in Signal, now that she thought about it.

Those poor, poor kids.

"Remnant to brat. You hear me?"

Qrow was in front of her now, and clearly Ruby had zoned out a little too hard. "Huh? Wha?"

"We're passing through a town soon. Dunno if it's still standing, but if it isn't, we'll have to camp in a ruined building or something. How we lookin' on supplies?"

Qrow may have been leading the expedition, but Ruby was still the leader of RRYN, and was still in charge of keeping track of all the extraneous details of their trip. "We've still got a couple days of food. Ammo's still a problem, though."

Qrow cocked an eyebrow. "If ammo is still a problem, why'd you waste a shot on a Beowolf?"

Ruby frowned. "It was looking at me funny."

Qrow let out a hefty, lengthy sigh, just shaking his head as he resumed his pace, the worn track they were trekking down old and more than a little overgrown.

Ren walked next to the grizzled hunter. "A town? Does it have a name?"

Qrow shrugged. "Your guess is as good as mine, kid. I don't usually travel Mistral on foot."

Ren turned around, gesturing for the map. Ruby reached into her travel bag, rummaging for longer than she probably should have been before she found the rolled up map.

Ren nodded a silent thankyou as he unfolded it, scanning his eyes across the canvas, before pausing completely in his tracks.

Qrow didn't notice, but Ruby and Nora both did, the former stopping and the latter darting up to Ren to peek over his shoulder.

Ruby knew something was off when Ren stopped, but she knew something was seriously wrong when Nora's face lost its color, eyes wide and staring at nothing.

"Ren? Nora? What's wrong?"


The throttle was pushed as far as it could go, the engines whining in protest as he neared his destination sooner and sooner, and yet not soon enough, every moment passing one he didn't have to spare, sapping hope from him, leaving only fear and stress to mount.

He'd seen Ruby, seen Ren and Nora and Qrow, watched them push past their fears and travel to Kuroyuri.

He'd watched them push through the swarm of Grimm between them and the ruined settlement.

He'd watched as they ran out of ammo, watched as they resorted to blades and blunted ends.

Watched as they survived the onslaught, and watched as they made it to what was left of the town.

Jaune had shouted and shouted useless warnings as something stirred in the dark. His protestations had fallen silent when it had emerged, only to raise once more when he saw what else lurked beyond.

What came before were simple Grimm, Beringel, not ones he'd fought himself, but ones he'd heard of. Difficult for a single Hunter to face down, but no more complex than an Ursa Major for those who were skilled and able. What came after was worse, much, much worse.

The Grimm itself was large, almost a mutation of two kinds, an equine Grimm of some kind with a strange growth on its back, a humanoid Grimm from the midsection up, horned and horrible as it screamed in endless agony and wrath.

It was not a beast that could be fought with limited supplies, nor was it easy to avoid. Legs like those would keep pace with all but the fastest, and two cognitive centers (he hesitated to call them anything resembling brains, seeing as the Grimm had no visible or recognizable organs) would allow it to track multiple targets at a single time. If they didn't get there quickly, RRYN would not be getting out of the ruined town without injury.

Jaune frowned from his pilot's seat, eyeing the smoke and ash rising in the nearing distance. There was no guarantee that even if they did get there that RRYN would be uninjured.

He muttered a curse under his breath as the engines spluttered under the intense load. Repairs were all well and good, but maintenance was needed even when things weren't broken, something he'd thus far managed to avoid. He was no tinkerer, after all, only given a slice of knowledge without the ability to apply it without the System.

The Bullhead would make it, it had to make it. They were close, now, the smoke and ash less a distant haze and more definitively the remains of Grimm en masse, a signal to any nearby that there were Hunters in the area, for better or worse.

He turned his head slightly, not taking his eyes from the skyline but tilting just enough to clarify his voice to his passengers. One passenger in particular. "Oscar, can you fly a Bullhead?"

Jaune was acutely aware he was asking a fourteen-year-old if he could fly a military-grade aircraft, but considering the boy had a centuries-old man living in his brain, it felt like a fair question in the moment.

"What?!" Oscar replied, a mix of shock, anxiety and surprise clear as day in his voice.

Jaune repeated his question, adding context. "Does Ozpin know how?"

There was a momentary pause before a response, eyes closed. "Yes. But it's been some time. He can guide me."

"Take the co-pilot seat, then, and keep her airborne. Just circle around until we call you down. You can handle that. I'll leave you someone to keep an eye out, just in case."

The young teen followed the orders he had been given without complaint and with some nervousness. Jaune couldn't blame him, if he'd been asked to do the same thing at his age he'd have backed out right away. Or crashed the Bullhead. Hell, only a few months ago Jaune probably would've crashed the Bullhead.

Jaune redistributed the controls to the second seat, letting the boy familiarize, or refamiliarize, as it were, and stepped through into the rear bay, checking if his firearms were loaded and his other weapons attached where they were supposed to be attached.

He knew everyone was looking at him, but short on time as they were, and lacking information besides the basic 'it's big', Jaune decided to go with the shortened briefing.

"It's a big Grimm."

Wise words as ever, said by the consummate professional.

Ilia shrugged. "Good enough for me."

"Hit it wherever you think it'll have a weak spot, but don't linger. Keep moving, keep its attention elsewhere so someone else can take a swing. It's too big to block, so don't try to tank a hit, it'll flatten you."

The last part was more a warning to Pyrrha than anyone else, not that she needed combat advice. If Blake, Weiss or Ilia were trying to block something like this thing, whatever it was, they were already down to their last hopes.

Jaune hit the release for the side doors, letting the howling wind blow his hair back, making his eyes water. "Jump when you're ready!" He shouted out as he leapt free of the aircraft, plunging down over the former settlement, pulling Crocea Mors free of his shielth as he plummeted towards the ground.

From this distance, it was harder than he'd expected to make out the silhouette of the large pseudo-equine Grimm, dark as it was beginning to get in the early evening, but as he closed the distance it quickly became clearer to see, twisting and writhing in some kind of pained torment.

He could see Ren pinned to a wall by one extended, almost elastic arm, another attempting to swat Qrow out of the air as he slashed at it.

Ruby was struggling to free Ren, unable to work up the force to cut through the thick tendons of the arm without the recoil boost Crescent Rose normally offered.

For a moment, he couldn't see Nora, until he passed the abnormally tall clock tower, or what was left of it, and his eyes met hers as she scaled it, her mouth agape in surprise.

He couldn't help himself, winking on the way down as he flipped into position, Mana pooling at the base of his boots in a trick that he'd missed performing, if not the messy aftermath.

The Mana Impact hit the rear of the beast, slamming down hard into its hindquarters and driving it down into the old paving-stones, spiderwebbing cracks out from bone-clad hooves as it pushed against being completely split in half.

A near eighty-meter plunge had to have done some damage, but not enough that it had stalled the creature, at least, not the top half, as it diverted half of its attention away from Qrow and shot an arm forward to grab the blond.

He spun to the side, the clawed hand glancing off his shield and scraping up loose cobblestones as it scrabbled about.

He leapt over it not a moment later as it tried to turn the failed grab into a swipe, bringing the blade of Crocea Mors down into the flesh, watching in grim satisfaction as it bit down into charcoal flesh, exposing the ghastly red internals with a spray of blackened viscera and smoke.

"Jaune!?" Ruby exclaimed in abject surprise, unable to reconcile what she was seeing. Jaune was more than happy to see her too, but there were more pressing matters at hand.

Like, for example, the hand that had just released Ren and reached for the smaller-statured scythe-wielder, claws glinting in the low light like little knives.

It never got the chance as a javelin speared through the muscle and tendons, burying into the loose stones beneath, pinning the arm for a moment until that pinning maneuver could be made more permanent by Pyrrha landing atop it shield-first, essentially acting the hammer to her own nail.

Ruby spun around, stunned, and even Ren seemed shocked to see the two of them.

The surprises continued as Blake and Weiss landed delicately atop one of her glyphs, another of the floating runic conjurations flinging a colossal spike of ice at a nearby Beringel that had gotten a little too daring for her liking as Blake darted in after the icicle to slash at the weakened tendons in the ape-like Grimm's legs, cutting it down with ease before fading out of view for a split-second as the Beringel brought its hands together and slammed them down where she had been standing.

It was unfortunate for the ape as Blake reappeared atop its back, a swift and sharp slice cutting through the nape of its neck and severing what might have conceivably been called a spine, if it technically had any physical representation of one. Either way, it proved to be an effective cut, nearly severing the beast's head from its burly shoulders, but still killing it.

Ilia landed last, devoid of any particularly talented landing strategy, instead employing a more simple method of simply using her whip to latch onto a mostly-intact flagpole and riding it, and the rest of the wall it had been attached to, down to the ground, unlatching Lightning Lash and stepping out of the way of the falling rubble without much concern.

Luckily for everyone involved, Oscar did not join them on the ground, which Jaune definitely considered a good thing.

There was no more time for more unannounced guests and greetings. The saying did go 'business before pleasure', after all.

Not that this was business as usual, as Jaune finally took a moment to Observe the tormented Grimm.

[ Nuckelavee, the Mutilated ]

[ It suffers and screams. ]

[ HP: 59,141 / 81,000 ]

Observe was giving a little more detail than usual, which was concerning. Another thing that was concerning was the ruined haft of a spear that was headed straight for him.

He attempted to deflect it with his shield, succeeding on a technicality as it impacted and shattered into thousands of splinters.

What was concerning was that the Nuckelavee had pulled it free from its own spine and hurled it at great speed at him, and it didn't look like it was going to run out of those projectiles anytime soon.

More were flung in his direction, less threatening and more distracting than anything else, not easily dodged but dodged nonetheless, though that would prove to be more difficult the closer Jaune got to the pseudo-centaur-like thing. Instead of throwing more projectiles, however, the Nuckelavee decided to rotate on its forehooves, kicking its back ones out at Jaune in a surprising display of dexterity and speed that caught him off-guard.

He barely managed to get his Mana Shield up in time for it to shatter, and for the hooves to hit his metal shield a moment later with nearly all their momentum.

Jaune had to assume that this was the same sensation as being fired out of a cannon as he went from the near-center of the courtyard to inside a ruined house, rotting wood eaten through by termites and mildew scattered around him in his wake.

He let out a cough, winded as he was, before he clambered out the hole he'd accidentally made, glad the wall hadn't been structurally integral. That lasted until a moment after he was out of the house, when it collapsed behind him.

When everything was this old and rotten through, everything was structurally integral, he supposed.

Instead of closing the distance into the range of those dangerous hooves, Jaune paused for a moment to allow himself to change his loadout as everyone else contended with those extensible limbs.

He nocked an arrow in Telum, drawing back on the bowstring and lifting the frame, letting the compound bow do most of the heavy lifting as he lined up the shot, waiting for an opening.

Weiss bought him one not a moment later, a black glyph forcing the Nuckelavee's head to turn towards where the dead Schnee was standing, which just so happened to coincide with Jaune releasing the bowstring.

The broadhead arrow flew straight and true into the beast's equine head, entering an eye socket with a loud, wet squelch.

Unfortunately for Jaune, whilst he'd been hoping for the shot to crit, that was not, in fact, what happened.

What instead happened was the horse body reared back, and the rider body turned to face him, both arms beginning to pluck and throw spears, javelins and other weapons his direction at unheard of speeds.

He reacted near instantly, throwing up a Mana Field even as the Nuckelavee redirected all its attention onto him, extended arms slamming down on top of the Mana dome, cracking layer after layer as he focused his Mana outwards, doing what he could to maintain the field.

It gave everyone else a chance to engage without recompense, though, and that was worth drawing the beast's aggression, even as his Mana Field broke and he felt the clawed hands grab him and pull him closer to the beast.

There was a momentary lapse in the fight as Jaune struggled to break free, only getting less than a second to consider his options before the horned skull-like rider screamed in his face.

Even with his aura, Jaune felt his eardrums pop, blood dripping down and making him wince as the sheer volume made the world spin around him.

It threw him again, Jaune's second time as a cannonball in as many minutes, but this time he didn't crash into a building, even as disoriented and deafened as he was. Instead, he impacted against the combined shaggy masses of Polaris and Callisto, the ursine summons lowering him to the cracked pavement with a gentleness that belied their size and stature.

The fight finished just as soon as it had presumably started, as Glacius formed in front of its master, one crystalline hand-chunk aimed at the massive Grimm, a torrent of glacial air rushing from the frozen golem, sending shards of ice at rapid speeds to lacerate it, cutting it down.

Ice, as sharp as it was, was just the same as any other blade, and Jaune watched in morbid amusement as the four troublesome hooved limbs were removed under the onslaught, dropping the Nuckelavee to its belly, where it slumped over, arms straining to lift its own weight.

He stepped closer, drawing Crocea Mors.

"Wait!"

He paused, sword halfway out of his shielth. Ren's interruption came as a surprise, doubly so considering it was Ren who'd said something above his regular volume.

The surprise continued when Jaune saw the expression on his friend's face, the normally passive-yet-serious expression replaced with fury and anguish written into every line.

Jaune wasn't exactly a social butterfly, but he'd be damned if he couldn't pick up on the subtext. Instead, he stepped aside and let Ren pass him, the Nuckelavee screeching at all the Hunters in attendance, albeit at a lower volume than before, unable to get the air into its crushed, lacerated lungs.

The screaming stopped abruptly a moment later as Ren stabbed down into its skull with the blade of Stormflower, cracking the bone and piercing what could conceivably be called a brain, if the Grimm actually possessed a physical thinking organ and not the pseudo-specific concept of one.

Thoughts for later, he realized, turning. The main threat may have been eliminated, but there were still plenty of Grimm approaching. The walls of the town, somehow still standing despite their age and brittleness, quickly fell victim to the everlasting onslaught of the Grimm.

Beringels, Ursa, Beowolves and even a Deathstalker were pouring through the gaps.

There was no time to catch up, no time to breathe. Jaune did the only thing he could think of doing.

He brought his arm up, hand splayed out, Mana pooling in his veins, rushing forth.

He panicked when nothing left his palm, spluttering and sparking instead of firing out magical energy.

He spun around, taking in every angle, every possible approach, every spot where someone could be hiding. "Oathbreakers!" He shouted, if only to alert his allies. Ruby, Ren, Nora and Qrow all looked confused, as did Pyrrha, which was all more than understandable, but Blake, Weiss and Ilia got the message loud and clear, quickly closing the distance to him, essentially ushering everyone else close.

The Grimm were still pouring in, but those in front halted, stopping just outside the courtyard the Hunters were standing in the center of, snarling and chittering in only the ways Grimm really could.

It was impossible to make out any of the Oathbreakers in that swarm, now, if they were even out there.

At least, it was until one of them stepped out of the mass of shadowy flesh. "I wish I could turn that off like I can your magic, Jaune Arc."

Jaune scowled. "Talon."

"You weren't supposed to be here," the faunus spoke calmly, even as the veins on his exposed arm fluctuated a constant purple, as if sapping Jaune's own Mana, which he continued to try and push out. "If I had known you were coming, I would have laid out a more interesting situation."

"You're alone?" Jaune asked, hoping the man was cocky enough to say yes.

Talon looked left and right, taking in the situation. "Do I look alone?"

It was a decent counterpoint, but Jaune wasn't going to give him the satisfaction of letting him know that. "Salem can control Grimm, right? That's what this is?"

The Oathbreaker yawned as if he was bored with the conversation. "This isn't an interview, Jaune. Do you want to run? I'll let you go, if you leave the Huntsman behind."

Jaune's eyes drifted to Qrow, who seemed surprised. "Who the hell are you?!"

Talon laughed a short, sharp laugh at that. "Oh, I see Ozpin never filled you in. Not that the man really knew what we were. At one point we were Salem's best kept secret."

"I'm not letting you have Qrow," Jaune interjected. "You can't fight all of us."

Talon cocked his head to one side. "I can't?"

Every single Hunter tensed at those words, and likewise all the Grimm bristled, straining at whatever boundary that kept them back.

Talon's hand strayed away from his gun, instead holding out a palm to calm the nearest of the Grimm. "I suppose you might be right. A fight like this would be rather one-sided, and I'd rather not kill you. The option to join is still open, by the way. We'd welcome you with open arms."

Jaune spat on the ground at the Oathbreaker's feet. "I'd never join you or Salem."

In response, Talon shrugged. "So be it, Jaune Arc, but I do have to ask. I also have to ask, if you aren't going to join, or give me the Huntsman, what are you going to do? What is your grand escape plan here? I'm dying to know."

Jaune let the grin on his face show despite his fear. "This."

A portal opened behind him. There was a single moment where Talon's eyes widened behind the mask, reaching for his rifle, only for it to be too late as the Oathbreaker's entire quarry fell through the swirling vortex, leaving no evidence behind.


I'm not gonna lie I really like the Oathbreakers. Talon may not have been created for Systema originally, but I think he fits pretty well into the story, all things considered. Don't worry, though, the Oathbreakers aren't here to replace other villains. Salem just really needed an elite strike force akin to the Ace Ops, because constantly throwing Cinder at the enemy seems like a risk that isn't worth taking, all things considered.

Also, the Mana Skills rework is 99% complete! It took its sweet time to plan, adjust, code and write up, but it's pretty much ready for implementation when I get a chance in the story. Essentially, I boiled all those pesky Mana skills down into four more over-arching Mana Skills that still contain all the previous skills, now as subskills, so Jaune can still use Mana Bolt, Mana Cannon, Mana Beam and Mana Disc, amongst the others. The only skills that got completely removed were Spinning Mana Arrow and Spinning Mana Bullet, because they straight up didn't need to exist for any reason. They were a legitimate relic from back before I really had any idea of how to design a system like this, and now with a couple years of experience under my belt I can see why they didn't need to exist to begin with.

Either way I'll be updating the public sheet as soon as this chapter goes live, and most likely updating the changelog for the new update along with that. You can find that "link" on my profile, or right here: tinyurl SystemaStats

Anyways, lemme get into a couple reviews!

Sonikah: As much as it does make combat tracking easier, the reason I have gone through and changed it is more so that Jaune can actually keep up with his Mana Combat skills level-wise, in contrast to his Proficiency skills. It didn't make too much sense for XP to be only given to some Mana skills and not others, so now using any Mana Guard subskill like Mana Shield or Mana Field will give XP to Mana Guard, not to the specific shield skill. Hooray, Jaune gets to be even more powerful!

Fyr RedNight: Essentially, I've reduced all the main Mana Combat skills like Mana Bullet, Mana Pulse, Mana Calamity and Mana Field down into four skills known as Mana Shot, Mana Cannon, Mana Manipulation and Mana Guard. Each skill still contains the same skills as subskills now, so if Jaune uses Mana Bolt and Mana Arrow in the same fight, instead of getting XP for both Mana Bolt and Mana Arrow, he instead just gets XP for Mana Shot, as they are both subskills of the greater Mana Shot skill. It helps to really narrow down the amount of tracking I have to do at the end of each encounter, as well as helps the less effective skills still gain XP even if they aren't being directly used.

Yog-sothsoth: Yeah, I was never planning on retconning anything like that, that's way too much effort for me. The skills themselves aren't really changing, they're just being combined, so that means they'll still be as effective as before, if not more.

drannakka: There's an irony to the fact that, in simplifying the skills, I had to do some complicated work on them, haha.

TwinTails99: It's not going to have a party system in the same way that many other stories have had them, but I do have something kind-of-sort-of similar in the planning stage. Ruby's not going to be casting Mana Cannon, but I have had little hints for a lot of chapters that there is more to the entire team system than just has been revealed so far.

CNwamadu: Don't worry, whilst we already know that Jaune isn't the only one with access to the System, none of the others in the main eight are going to be getting access to it like Jaune, or any other wielder for that matter. At most, the only thing that will happen is the rest of the eight gaining the ability to see Jaune's menus, if even that.

adamantra03: Essentially, the comparison to Proficiencies is correct. Why redesign the wheel, right? Like I've said above, I did keep the specific skills, and just redirected them a little, so there's less complicated details to track.

That'll have to do for reviews for this chapter, thanks all for stopping by, especially those of you who took the time to leave reviews! I really appreciate y'all!

If you ever feel like you want to help support my writing, I have a Pa Treon, where you can get access to all the behind-the-scenes details of Systema as a whole. It is by no means a requirement, I'll continue to write without it, but I would truly appreciate it!

And, as always, see you next chapter!
~AFatFlyingWhale