Author's Notes:

-Hey guys and girls! Some of you might remember the poll I had on my profile a few weeks back (which didn't get as many votes on it as I thought it would), and you guys wanted an M-rated fanfic where Pyrrha survives the Fall of Beacon. Well, today your wish is granted by the not-so wicked witch! This will be interesting and complex fanfiction to write. For one thing, I've never written an M-rated fanfic before, even though I have some in my favorites list. Also, I'm rewriting history in such a unique way in an already complex universe. This fanfic will definitely involve an alternate ending to the volume 3 finale, the aftermath, mentioning the time-skip, maybe volume 4 and possibly volume 5 and beyond. I'll just see where this goes!

-Credit for the cover image goes to Virizona from Deviantart.

-It's obvious to tell that this fanfic will be rated M for later chapters because of lemons. I might give warnings to which chapters have those said moments. If you don't like sexy actions, you best scram. You have been warned. NOW BE GONE!

Alright, now that has been said, let's get on with it.

"It's time." Professor Ozpin said to Pyrrha.

The red-haired huntress nodded. "Hold on, Pyrrha!" Jaune ran up to her.

"Jaune, what are you...?" she began to ask.

"We must go. Hurry!" He ran through the building to an elevator. They entered and went up to Ozpin's office. As the elevator stopped, they entered Ozpin's office.

"What's this about?" Jaune asked.

Pyrrha did not answer. Ozpin moved a painting aside, revealing a secret elevator. He entered a passcode and the door to the secret elevator opened. He mentioned to the two teenagers. "Come along now."

Pyrrha walked towards the elevator at a quicker pace than Jaune did. Once the young blond entered the lift, Ozpin pressed a button with the initials SUVBA. Those initials stood for Secret Underground Vault of Beacon Academy. Pyrrha felt her heart pounding in her chest. Was she ready for this? How could she tell Jaune what she was about to go through if she wasn't sure she was ready?

Jaune softly grasped his partner's shoulder. "So what's going on?" She brushed his hand away. "Pyrrha?"

Pyrrha said nothing as they descended to the basement.

As soon the elevator arrived to the Beacon Vault, Pyrrha, Jaune and Ozpin ran down the secret corridor underneath Beacon Academy. The vast place was dimly lit by wall-mounted torches casting a pale green light.

"What is this place?" Jaune asked softly as they ran.

The red-haired warrior turned to face her partner briefly. "It's... a type of vault."

"You've been here before?" Pyrrha turned away sadly. "What would this school need to... hide?" When he laid his eyes upon the pods, he was startled. One of them contained an unconscious girl with brown hair. Unbeknownst to him, that girl was Amber, the fall maiden. Without the machinery, she would already be dead. His brain was short circuiting. "What? Who?"

Pyrrha felt guilty. "Jaune..."

"Pyrrha, get to the pod." Ozpin ordered. "Mr. Arc, if you want to help, you can stand guard here."

He followed his instruction, getting out his weapons. Pyrrha turned to Professor Ozpin. "What do we do now?"

He sighed. "We do nothing." The door to the empty pod flung again. "You Ms. Nikos, have a choice to make." Pyrrha looked at her teammate. Jaune had his sword and shield, ready to fight and defend. She wiped away a lone tear that escaped her right eye and stepped into the pod. A rumbling sound was heard. Ozpin didn't mention it, but he somehow knew that something was following him. He knew they were running out of time. "Are you ready?" Pyrrha slightly nodded. Ozpin looked at her. "I need to hear you say it."

Despite her nervousness, she answered calmly and firmly. "Yes."

"Thank you, Ms. Nikos."

Amber's pod was tilted upwards as Ozpin punched in some blue boxes on the control grid. Amber, who was being slowly awakened, glowed with orange energy that traveled through the big electrical cables from her pod to Pyrrha's pod. As the aura was being transferred, Pyrrha started to glow too, but she was in immense agony. Her nerves felt like they were on fire, her muscles weakening, barely able to think about anything expect the agony coursing through her veins and her entire body.

Jaune was horrified as Pyrrha in agony. "Pyrrha!"

"I'm... so sorry..." Ozpin stated somberly.

A sound of glass breaking and a feminine gasp was heard. Amber had been shot in the chest with an arrow. The men turned to see a raven haired woman in a red dress with a bow. That woman was Cinder. What little aura Pyrrha had in her body disappeared and went right back to Amber. The remaining power drained from Amber's body and went directly to Cinder. She glowed with orange magic, fire spinning around her. Her power of the Fall Maiden was now complete. Pyrrha pounded on the glass with her fists, trying to get out of her pod. Jaune charged towards her.

"Stay back!" Ozpin warned, but it was too late.

Jaune ran towards her as she finished absorbing the fall maiden's powers. Cinder's eyes glowed with an orange and yellow aura around them and he was knocked down by her advanced fire powers.

"Jaune!" Pyrrha screamed.

She broke out of her pod by busting the glass and metal door down with her Semblance and threw it towards Cinder, only to have her smack it aside. She summoned her weapons to her. With her shield and spear in hand, she was about to fight Cinder, only for an arm to block her way.

"Take Jaune and get out of here. Find Glynda, Ironwood, Qrow. Bring them here right away!" Ozpin commanded. "The tower can not fall!"

"But.. I can help." she weakly protested.

"You'll only get in the way."

She looked at her headmaster sadly. Without further argument, she helped Jaune up and ran off, leaving Ozpin to face Cinder alone. She looked at the two, but much to the surprise of both hunters, she didn't attack them as they fled.

The two rushed outside the school.

Jaune panted. "Okay, I think I have Glynda's number." He started to check his scroll. "Oh where is it?" Pyrrha looked back at the tower, her eyes becoming filled with sorrow as she looked back at the tower. He turned to his red-haired teammate. "Pyrrha, what was all of that?"

She looked at him, disheartened. "I..." she began.

The duo heard a rushing sound. Albeit they couldn't see her, Jaune and Pyrrha could tell that Cinder was using her newfound powers to propel herself towards the top of the tower. That also meant...

"But... Ozpin..." Jaune muttered sadly.

"There's no time. Go. Get to Vale and call for help."

"Huh? What are you going to do?" She looked up at the tower. She knew it could cost her life, but she couldn't just stand there and do nothing. Jaune believed he was about to lose the girl he loved. "No, Pyrrha, you can't. You saw how powerful she is." She blinked, trying to hold back tears. "Pyrrha, I won't let..."

Without another word, she cupped her hands around his face and kissed him. He closed his eyes, wrapped his arms around her waist and enjoyed the taste of her lips. Her breath smelled like lemons, and his like limes. Pyrrha broke away ruefully, steeling herself for what she was about to do.

"I'm sorry."

She shoved him into the nearby locker pod, shut it with her polarity power, and started dialing some coordinates.

"No, wait, stop! Pyrrha, please don't do this!"

She thought of saying something, but she didn't know what to say, so she said nothing. The locker pad launched into the sky, leaving Pyrrha to confront Cinder without any assistance. She watched the locker soar into the distance, then braced herself for what she believed was her last battle. She ran over to the elevator, pried the doors open with her polarity and saw the elevator had been taken out. There was a hole in the elevator floor and one on the ceiling. She looked at the ceiling and concentrated her power on moving the elevator upward. The ground shook. Sparks flew. Her mind was in a thousand places at once, but she willed herself to focus on her power. She made the elevator sky-rocket all the way to the top.

Meanwhile, Jaune had landed in a desolated area that had been destroyed during all of the chaos around him. However, he hardly even noticed the damage.

Pyrrha needs help immediately or she'll die. Who can help her?

He randomly chose a contact that popped up in his list. Weiss. She promptly answered by asking him, "Where are you?"

"Weiss! Please, you have to stop her!"

"What?"

"Pyrrha! She's going after that woman... at the top of the tower! She doesn't stand a chance!"

"Jaune, what are you talking about? Where are you?"

"Don't worry about me, please! You have to save Pyrrha."

"We will. Are you okay?" Not thinking rationally, he screamed and threw his scroll to the ground, causing it to shatter. "Please..."

Pyrrha was in the elevator, her thoughts swarming through her mind as fast, if not faster than the elevator she was traveling up.

I'm sorry Jaune. I should have told you this earlier.

Then she realized... She never told him the truth about what was happening. She just dragged him along without giving him a real explanation. He didn't know that Amber was previously the fall maiden on the verge of death, what the maidens were, that Cinder was the new fall maiden or that she was supposed to become the fall maiden. Guilt ate at her heart.

"I'm sorry..."

The elevator dinged as it reached the top floor. Pyrrha threw her spear towards Cinder, which was swiftly dodged and she guarded herself against Pyrrha's shield attack. She summoned her tools back to her, glaring at Cinder while the new fall maiden hovered in the air and fired fire blast after fire blast at the young huntress. Pyrrha dodged the first two, then shielded herself against the stream. She attempted to stab Cinder with her weapon, but she caught in her hand and threw the huntress into the wall. Cinder flew towards her, fire in her hands. Pyrrha propped up her feet against the wall to dodge and threw Cinder back, only for her to backflip twice and not suffer a scratch. She jabbed with her spear, Cinder shielded herself, and the fight raged on.

Pyrrha threw her weapons at Cinder, only for her to effortlessly knock them down. She then tackled the fall maiden and tried to pin her down into a powerless position. She held her arm around her neck, spear surrounding her chest as Cinder tightly grasped it in both of her hands. It seemed as though the young huntress had the upper hand, but Cinder's irises started to glow orange, summoning the Grim Dragon to her. The dragon shrieked. Cinder then broke the spear and forcefully elbowed her foe away from her. As the dragon shrieked, the glass windows broke. This caused the upper part of the tower to crumble, making the arena they were in exposed to the cool night sky. Pyrrha was about to reach for her shield, but she noticed Cinder hovering above her, wanting to destroy her. She saw a huge piece of metal and threw it towards Cinder, only to have Cinder knock it aside. Pyrrha manually grabbed her shield and barrel-rolled several times to evade the fall maiden's attacks.

The red-haired warrior then threw her shield at Cinder, only for her knock it out the air like it was a Frisbee with her left hand. Then she noticed the huntress manipulating the metal gears with her black aura around her hands. Pyrrha used her shield to knock her down and attempted to crush her with the gears. Unfortunately, Cinder blasted the gears away from her with fire and one of the flying gears knocked Pyrrha into part of a crumbled wall.

Pyrrha threw her shield at Cinder as Cinder fired an arrow at her. The arrow passed right through her shield and pinned Pyrrha down by her boots. She was stuck there, on her knees.

"It's unfortunate that you were promised a power that was never truly yours." the woman spoke. She lifted the girl's chin up with her fingers. "But take comfort in knowing that I will use it in ways you could never have imagined."

Trying to figure a way out of the situation, Pyrrha asked. "Do you believe in destiny?"

Cinder glared at her and answered, "Yes."

The raven-haired woman had formed her bow and arrow set, drew back the string and was ready to aim. Ruby had just arrived at the top of the tower, with Cinder about to fire an arrow at Pyrrha. But then suddenly, a deafening cry was heard. A huge Grim bird came out of nowhere!

Cinder mistakenly hit the bird's claw instead of the huntress. It was actually a Griffon. Cinder used her fire powers to propel herself upward to tame the creature. Ruby removed the arrow pinning Pyrrha's boot to the ground.

"Pyrrha, we have to get out of here!" Ruby cried out as Cinder lead the Griffon away.

"But if we leave, who will stop her?" Pyrrha asked, referencing to the evil fall maiden.

Cinder landed back on the ground and Ruby gasped.

"Wait a second. You were the one I saw that night! The masked woman who infiltrated The Cross Continental Transmit System in Beacon! Cinder, how could you?!"

She laughed. "You may be right, little girl. But what could you possibly do to stop me?" She fired an arrow at the young girl, but someone else got in the way by jumping into the line of trajectory.

"No!"

Pyrrha had been shot right in the gut. She fell to ground, collapsing, lying in a pool of blood. Ruby gasped in horror. Cinder laughed. Tears formed and came crashing down the young warrior's face. She clinched her fist, feeling a medley of negative emotions she never felt was possible to be felt. Suddenly Ruby's eyes shined with blinding white light, forming white angel wings as her power was unleashed.

"PYRRHA!"

The Grimm Dragon roared.

"What?!" Cinder asked.

Everything soon faded, engulfed in white light. As white light engulfed the surrounding area, Ruby stood there, looking at the light, feeling sorrowful and empty. As the light faded, Ruby collapsed to the ground. Weiss, who heard the explosion and Ruby's scream from down below, created a series of glyphs in a vertical column and run up the tower as fast as she could, only to find a severely injured Pyrrha and an unconscious Ruby.

"Ruby! Pyrrha!"

She ran over to Pyrrha as Qrow transformed from his bird form and landed on top of the roof. She quickly summoned a glyph to stasis Pyrrha's injury and prevent further bleeding. The ice queen did not notice that the usually drunken man had transformed from his bird form to human form and did not bother to question how he got up there in the first place, but she was grateful that he was here.

"Qrow, call for an ambulance! Pyrrha's been hurt!" she commanded.

He whipped out his scroll and dialed an emergency number for help.

"Hello, we got an unconscious girl who's bleeding from her stomach." Weiss focused on using her semblance to continue preventing further injury. "I don't know how it happened." Silence reigned as Weiss concentrated on saving Pyrrha. "Fortunately, she's in stasis, but I don't know how long the huntress can continue to use it."

Every muscle in my body feels strained, but I have to continue! I promised to save her!

"And there's one unconscious girl without any visible injury." More silence. "Alright, thank you." He hung up.

Weiss looked at Qrow somberly. "What... do we do now?"

"Hold that stasis glyph on your friend until help arrives." he answered. "Aside from praying, that's all we can do at the moment."

"What about Ruby?" Weiss asked hesitantly. "Will she be okay?"

"She's only unconscious. But for how long it's hard to tell..."

Weiss felt herself shattering inside even further. She had to stay strong, but how could she? Ruby was unconscious, Yang had her arm ripped off, and Blake was swallowed up in her own shadow. Nora and Ren were injured as well, and Jaune was still missing. Who knows what became of him?

She tried to dismiss these thoughts. She had to focus! She was not going to let Pyrrha die.

I promised Jaune I would save Pyrrha! I mustn't fail! I won't fail!

Eventually, a helicopter arrived and got Ruby and Pyrrha onto it. As soon as they arrived, Weiss placed her hands on the floor to prevent herself from fainting. Once they got everyone on, Weiss continued using her power as the medics tended to Pyrrha's wounds.

"You don't have to continue, Weiss. The medics have arrived." Qrow pointed out.

Weiss felt tears about to spill from her eyes. "I don't care!" The tears cascaded down her face. She softly sobbed. "I'm going to save her."

Even if it kills me...