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Origin Story has been disambiguated.


* OriginStory: In the end, the story is one long origin story for Ren, showcasing what drives him to abandon the legal methods of justice and take it up as a superhero, in particular the loss of Nora. Notably, Ren is the only person besides Jaune who witnesses the deaths of every supervillain, and it drives him to be a non-lethal crime fighter.

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* OriginStory: OriginsEpisode: In the end, the story is one long origin story for Ren, showcasing what drives him to abandon the legal methods of justice and take it up as a superhero, in particular the loss of Nora. Notably, Ren is the only person besides Jaune who witnesses the deaths of every supervillain, and it drives him to be a non-lethal crime fighter.

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* LogicalWeakness: Jaune knows how his various Semblances work, but that doesn't mean he can use them as skillfully as their owners can. Several of them have secondary abilities he doesn't know about, his ability to use them doesn't mean he can instinctively be creative with them, and most importantly, he doesn't know their weaknesses. Additionally, he can't use two of them at once, which ends up being part of his undoing.

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* LogicalWeakness: Jaune's ability to copy Semblances is incredibly powerful, but it is far from omnipotent, and it has several limitations based on Jaune's physical abilities.
**
Jaune can't copy a Semblance unless he physically sees it in action. Anything less than that and his Aura doesn't know how to actually activate it or use it.
** While he instinctively
knows how his various Semblances work, but that doesn't mean that he can instinctively knows how to use them as skillfully well as their owners can. Several of them have do. If the Semblance has a secondary abilities function (such as Weiss's summons), if it evolves in the original user after he's already copied it, or if it has an inherent weakness, he doesn't know about, has to figure it out on his ability to use them doesn't mean own.
** Above all, though he has many different Semblances on tap, they're all used as a result of ''his'' Semblance, meaning that
he can instinctively be creative with them, and most importantly, he doesn't know their weaknesses. Additionally, he can't only use two of them one at once, which ends up being part of his undoing.a time.

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** Aaron Cash is killed on the night of the Arkham Asylum breakout.



** Weiss combatting several of the city's supervillains, including Mr. Freeze, Bane, Man-Bat, and Black Mask.

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** Weiss combatting several of the city's supervillains, including Mr. Freeze, Bane, Man-Bat, and Black Mask.



* HiddenDepths: Qrow, of all people, turns out to be a good enough detective to determine what went down in CRDL's murder just from the limited forensic evidence he can gather on the spot, though he does note that the detective role usually falls to Glynda or Ironwood.

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* HiddenDepths: HiddenDepths:
**
Qrow, of all people, turns out to be a good enough detective to determine what went down in CRDL's murder just from the limited forensic evidence he can gather on the spot, though he does note that the detective role usually falls to Glynda or Ironwood.Ironwood.
** When he's unmasked as the Rusted Knight, Mercury reveals that he recognized the tale of ''The Girl Who Fell Through The World'' was happening as soon as he met Alyx and that he tried his best to keep the story on track so as to avoid a time paradox. When Ruby expresses some shock at his forethought, he points out that just because he's primarily a killing machine doesn't mean he's an idiot - he still heard fairy tales growing up, and even the most basic knowledge of time travel shows that causing a paradox is a bad idea.



* IChooseToStay: Hazel decides to stay in the Ever After when everyone else is ready to leave, believing that he's caused too much harm to Remnant to be able to return and that in the new world, he can protect and guide anyone who may need it rather than destroy.



** Team RWBY and Jaune still end up in the Ever After thanks to Ambrosius tweaking Watts's request for "something to get rid of them".

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** Team RWBY and Jaune still end up in the Ever After thanks to Ambrosius tweaking Watts's request for "something to get rid of them". Jaune even ends up in the Jungle Acre and meets the mouse who takes the name Little.
** The Rusted Knight still comes into existence to close the StableTimeLoop from canon, only it's Mercury instead of Jaune.



** As Hazel later explains, none of Salem's group knew that Tyrian had Jaune as a prisoner in the castle. He also suggests that this was intentional since Hazel would've gone rogue to save him if he'd known about it and, given Cinder's past as a slave, she probably would've reacted badly as well.

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** As Hazel later explains, none of Salem's group knew that Tyrian had Jaune as a prisoner in the castle. He also suggests that this was intentional since Hazel would've gone rogue to save him if he'd known about it and, given Cinder's past as a slave, she probably would've reacted badly as well.it.



** As Pietro details to Ironwood, the Arkham Knight's attack on Winter puts her in the most medically dangerous situation he's ever seen. The bullet put her in a coma but didn't take out her Aura, meaning she's subconsciously keeping it activated and fighting off any attempt to get it out with lethal force, forcing the doctors to cryogenically freeze her to stabilize her until they can figure out how to get the bullet out. Mr. Freeze's crusade then revolves around trying to unfreeze her without her Aura activating and attacking everyone.

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** As Pietro details to Ironwood, the Arkham Knight's attack on Winter puts her in the most medically dangerous situation he's ever seen. The bullet put her in a coma but didn't take out her Aura, meaning she's subconsciously keeping it activated and fighting off any attempt to get it out with lethal force, forcing force - but, if they purposefully remove her Aura, the bullet might end up killing her. The only option the doctors see is to cryogenically freeze her to stabilize her until while they can try to figure out how to get remove the bullet out. without killing her - Mr. Freeze's crusade then revolves around trying to unfreeze her without her Aura activating and attacking everyone.



** The Arkham Knight's method of murdering Sky Lark is described similarly to a corner takedown from the games (even though, ironically enough, Red Hood is incapable of corner takedowns in-game).



--> '''Ozpin''': The police somehow missed a terrorist organization hiding in their walls, everyone I trusted is either dead or insane, the military is in tatters, and the Huntsmen are focusing on stopping the Grimm from breaking down the walls and killing everyone within. Our situation is not exactly optimal, miss Xiao Long.

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--> '''Ozpin''': The police somehow missed a terrorist organization hiding in their walls, everyone I trusted is either dead or insane, rogue, the military is in tatters, and the Huntsmen are focusing on stopping the Grimm from breaking down the walls and killing everyone within. Our situation is not exactly optimal, miss Xiao Long.



* OOCIsSeriousBusiness: Scarecrow's attack stresses Ozpin out so severely that he gets unusually blunt with his students, laying out just why damage control has come down to two teams of hilariously unprepared first years.

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* OOCIsSeriousBusiness: Scarecrow's attack stresses Ozpin out so severely that he gets unusually blunt with his students, laying out just why damage control has come down to two teams of hilariously unprepared first second years.



* SecretTestOfCharacter: Implied; when the Blacksmith gives Hazel the chance to Ascend when he decides to stay in the Ever After, Hazel decides not to, arguing that he needs to prove to himself that he's capable of changing before he can have that change forced on him. The Blacksmith smiles and immediately sends him back, implying that's what she was hoping he would say.



* SoleSurvivor: Dr. Young is the only staff member of Arkham Asylum to survive the night.



* SparedByTheAdaptation: Penny's first body is still destroyed, but her second makes it through the story alive as Mantle's resident superhero.

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* SparedByTheAdaptation: SparedByTheAdaptation:
** Dr. Young survives the Joker's breakout in Arkham Asylum because Marrow notices the safe is trapped before she gets close enough to detonate it.
**
Penny's first body is still destroyed, but her second makes it through the story alive as Mantle's resident superhero.
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* BreakTheCutie: Marrow begins the story as an upbeat newcomer to the Atlas Military, and this maintains itself despite his hardships until the events at Arkham Asylum. By the end of the night, he's heavily traumatized and far more cynical.


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* HeroOfAnotherStory: As Scarecrow's attack is underway, Joker escapes from Arkham Asylum and starts a riot that only Marrow is present for, so he spends the entire night putting that down. He ends up coming back to the airship, traumatized and covered in blood, with little explanation. A side-story eventually details the events from the Asylum.

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* AdaptationalHeroism: Mercury ends up having far more of a moral code than his canon counterpart; though he's still an assassin, it's largely because he needs the money to keep Emerald safe, and he abandons Cinder long before the gas attack.

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* AdaptationalHeroism: AdaptationalHeroism:
**
Mercury ends up having far more of a moral code than his canon counterpart; though he's still an assassin, it's largely because he needs the money to keep Emerald safe, and he abandons Cinder long before the gas attack.attack.
** Ambrosius in canon only cares for something that can stroke his creative mind and screws over Team RWBY's plan by taking a turn of phrase literally, leading to them, Jaune, and a lot of evacuees not making it out of the Central Location. Here, like Jinn, his primary goal is to aid humanity, so he's willing to tweak Watts's request for a weapon that will "make them go away" by sending them to the Ever After instead of killing them.



* AwesomeButImpractical: Using the Relic of Creation to levitate Atlas into the air is a jaw-dropping spectacle, but all it takes is the wrong person getting access to a Maiden's powers to send it crashing straight back to Remnant.

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* AwesomeButImpractical: Using the Relic of Creation to levitate Atlas into the air is a jaw-dropping spectacle, but all it takes is the wrong person getting access to a Maiden's powers to send it crashing straight back to Remnant. The moment that the group realizes Watts intends to take the Relic of Creation while Penny is the Winter Maiden, it doesn't become a question of if Atlas and Mantle will be destroyed, it's a question of when.



** Fria peacefully passes away shortly after Ironwood goes off the deep end rather than making it to the end of Volume 7.



** Harriet and Vine give their lives delaying Atlas's descent on to Mantle, saving thousands of lives at the cost of their own.

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** Harriet Whitley, Harriet, and Vine give their lives delaying Atlas's descent on to Mantle, saving thousands of lives at the cost of their own.


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** Team RWBY and Jaune still end up in the Ever After thanks to Ambrosius tweaking Watts's request for "something to get rid of them".

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* JerkassHasAPoint: Jaune being willing to kill the other supervillains is explicitly called out as immoral, with Pyrrha in particular advocating that they shouldn't be killing anyone. Jaune fires back that the supervillains have already successfully broken out of the most secure prison Remnant has, meaning that there is literally no way to contain them.



* YouAreBetterThanYouThinkYouAre: Downplayed; as Hazel starts encouraging Mercury to own up to his positive emotions, he abruptly stops to talk to tell Hazel not to bother calling him a good person. Hazel notes that he would never call Mercury a good person, just not a legitimate sociopath like he pretends to be.

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* YouAreBetterThanYouThinkYouAre: Downplayed; as Hazel starts encouraging Mercury to own up to his positive emotions, he abruptly stops to the talk to tell Hazel not to bother calling him a good person. Hazel notes that he would never call Mercury a good person, just not a legitimate sociopath like he pretends to be.

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** It's easy to miss in the game, but random militia chatter states that they were only given a two minute warning to escape the Cloudburst's blast. Here, because Adam is in charge of giving it, there's no warning at all, so about half of the Militia are caught in the blast.

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** It's easy to miss in the game, but random militia chatter states that they were only given a two minute two-minute warning to escape the Cloudburst's blast. Here, because Adam is in charge of giving it, there's no warning at all, so about half of the Militia are caught in the blast.blast.
** In the game, Scarecrow wanted to unmask Batman because he wanted to destroy the hero's legend and destroy Gotham's hope; he explicitly doesn't care who's under the mask because it could be anyone as far as he cares. Here, Cinder knows Batwoman's identity from the beginning, and she unmasks her because a world-famous Mistralian protecting Vale using illegal Atlesian spy technology will turn the Kingdoms against each other.



* CynicismCatalyst: Two days after Scarecrow's attack, Pyrrha is called into a meeting of the various Kingdoms' Councils to discuss her status as Batwoman. It soon becomes clear that it's really about each government trying to take credit for her heroics that night, which eventually makes her snap, call out everyone in the room on live television, and storm out declaring her intent to work solo - and if they want to stop her, they'll have to send someone stronger than Scarecrow to do it.



** Pyrrha's polarity Semblance will become public knowledge.

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** Pyrrha's Pyrrha is identified as Batwoman in the first chapter, meaning that she becomes a superhero but gets unmasked. Additionally, her polarity Semblance will become becomes public knowledge.
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* YouAreBetterThanYouThinkYouAre: Downplayed; as Hazel starts encouraging Mercury to own up to his positive emotions, he abruptly stops to talk to tell Hazel not to bother calling him a good person. Hazel notes that he would never call Mercury a good person, just not a legitimate sociopath like he pretends to be.

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* AdaptationalHeroism: Mercury ends up having far more of a moral code than his canon counterpart; though he's still an assassin, it's largely because he needs the money to keep Emerald safe, and he abandons Cinder long before the gas attack.



** Though Emerald is a part of Cinder's faction for the first eight volumes, she's easily the most conflicted of the group and eventually turns good. Here, on Cinder's orders, Emerald took part in the torture that turned Jaune into the Arkham Knight by breaking his mind and making him think the torture lasted longer than it did.



* ArmorPiercingQuestion:
** When Jaune advocates leaving Hazel and Mercury out of prison, Yang incredulously asks why he's making exceptions for them. After he points out the pragmatic benefits of leaving them alive, he concludes by asking her where her priorities lie:
---> '''Jaune''': What do you care about more, protecting the innocent or punishing the guilty?
** While they're trapped in the Ever After, Blake and Mercury go on self-serving rants to justify their crimes. Hazel finally breaks them down with a simple question: if they so desperately want to escape their criminal lives, why are they so determined to get back to Remnant, where they seemingly have no escape? It finally makes Blake realize her selfishness and Mercury realize how much he cares for Emerald.



* EvenEvilHasLovedOnes: He refuses to admit it out loud, but Mercury cares a great deal for Emerald. Cinder effectively destroying her brain is what made him go rogue in the first place, and most of the money from his job goes towards keeping her alive and safe.



* FateWorseThanDeath: Watts extracting Emerald's Semblance causes it to backfire against herself, leaving her in a permanent state of vivid hallucinatory nightmares she can never escape. It takes Jaune getting aggressive with her own Semblance against her to even begin to snap her out of it.



* MindRape: Part of Tyrian's torture of Jaune was having Emerald use her Semblance on him to make him hallucinate even more tortures happening, which completely destroyed his sense of time.



* OnceMoreWithClarity:
** While Ren and Pyrrha are on the SDC airship attempting to rescue Jacques, Weiss frantically asks Ren for the Car's location, and about two and a half minutes later, there's a giant explosion that covers half the Kingdom in ice. Later on, we see the same events from Weiss's perspective and discover that she was having a massive battle against Militia drones on the ice outside Mr. Freeze's barge, and Freeze had to detonate Winter's cryo-chamber to destroy them all.
** While Ren is patrolling for Militia checkpoints in the Founders district, Yang, who no one has been able to contact for an hour, nearly runs him over with Bumblebee. The next time we see her, we see the brief meeting from her perspective, where we learn she was on the way back to the Orphanage for the next stage of Watts's game.

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* OnceMoreWithClarity:
** While Ren and Pyrrha are on the SDC airship attempting to rescue Jacques, Weiss frantically asks Ren for the Car's location, and about two and a half minutes later, there's a giant explosion that covers half the Kingdom in ice. Later on, we see the same events from Weiss's perspective and discover that she was having a massive battle against Militia drones on the ice outside Mr. Freeze's barge, and Freeze had to detonate Winter's cryo-chamber to destroy them all.
**
OnceMoreWithClarity: While Ren is patrolling for Militia checkpoints in the Founders district, Yang, who no one has been able to contact for an hour, nearly runs him over with Bumblebee. The next time we see her, we see the brief meeting from her perspective, where we learn she was on the way back to the Orphanage for the next stage of Watts's game.



** At her own request, Jaune mercy kills Velvet and honors her request to not explain why to her parents, even though it leads to her parents calling him a murderer and turning the public heat on both him and the other heroes.
* PowerAtAPrice: Hazel is able to inject Venom directly into his veins due to his Semblance, which severely upgrades his strength, resilience, and speed. The problem is that once it wears off, all of his base attributes are lowered, meaning that the more Venom he uses, the weaker he gets whenever he's off of it. Part of his desperation to get more Venom is the fact that if he doesn't, he'll eventually shrivel up into a husk, and that's ultimately what happens once he overdoses himself on Venom in the final fight against Jaune.

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** At her own request, Jaune mercy kills Velvet Velvet, and honors he and Weiss both honor her request to wish not explain why to her parents, be named to the public even though it leads to means her parents calling him a murderer and turning the public heat on both him and the other heroes.
name can never be cleared.
* PowerAtAPrice: Hazel is able to inject Venom directly into his veins due to his Semblance, which severely upgrades his strength, resilience, and speed. The problem is that once it wears off, all of his base attributes are lowered, meaning that the more Venom he uses, the weaker he gets whenever he's off of it. Part By the time of the breakout, he requires a storage tank on his desperation back to get more Venom is the fact that if he doesn't, he'll eventually shrivel up into a husk, and that's ultimately what happens once he overdoses himself on constantly feed him Venom in the final fight against Jaune.order to function, and if it gets damaged he goes down quickly.



* PragmaticHero: Ozpin puts Ruby, Weiss, Yang, Pyrrha, and Ren in charge of dealing with Scarecrow because the Arkham Knight is targeting them and has already proven himself capable of attacking an army head-on, meaning that the only alternative, putting them on the wall with the other Huntsmen, puts the entire defense of the Kingdom in danger. He fully admits to them that he's basically throwing them to the wolves, but all of them admit that it's the least bad option he has.

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* PragmaticHero: PragmaticHero:
**
Ozpin puts Ruby, Weiss, Yang, Pyrrha, and Ren in charge of dealing with Scarecrow because the Arkham Knight is targeting them and has already proven himself capable of attacking an army head-on, meaning that the only alternative, putting them on the wall with the other Huntsmen, puts the entire defense of the Kingdom in danger. He fully admits to them that he's basically throwing them to the wolves, but all of them admit that it's the least bad option he has.has.
** Though the Red Hood is willing to kill his enemies, he advocates sparing Mercury and Hazel, arguing that while they may be ruthless killers, their presence prevents even worse people from taking their place in their respective criminal fields and their relatively good intentions make them more predictable than others.



* RevealingContinuityLapse: The timeline is clear that Jaune "died" nine months before the story begins, yet he later quotes Jason's line saying that he was tortured for over a year. It's later revealed that as extra torture, Tyrian made Emerald use her Semblance on him in a manner that destroyed his sense of time, and he was so traumatized and determined to get revenge that he never caught the discrepancy.



* SpottingTheThread: Once Pyrrha clues him in that what he believes does not correlate with the facts, Jaune starts wondering just what could have destroyed his sense of time so badly as to add six full months to his experiences. He soon realizes that only someone with a Semblance that can affect the mind could have that effect on him, and while trying to replicate it, he subconsciously taps into Emerald's Semblance. The realization that Tyrian worked with Emerald makes him realize that Cinder and Salem had to have been in on his torture, and the revelation breaks his mind.



** Cinder does not take it well when Pyrrha tanks a dose of fear toxin without feeling a thing. She goes from trying to scare her to murder her in the blink of an eye, saying that "without fear, life is meaningless".
* VillainousPlanInertia: Watts himself is taken out fairly easy in spite of his Semblance, as Jaune can simply use his own to counteract it. The issue is that one of the Semblances he copied was Penny's, which allows him to kickstart the Enlightenment anyway, and only Penny sacrificing her own life is able to bring it to an end.

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** Cinder does not take it well when Pyrrha tanks a dose of fear toxin without feeling a thing. She goes from trying to scare her to murder murdering her in the blink of an eye, saying that "without fear, life is meaningless".
* VillainousPlanInertia: Watts himself is taken out fairly easy easily in spite of his Semblance, as Jaune can simply use his own to counteract it. The issue is that one of the Semblances he copied was Penny's, which allows him to kickstart the Enlightenment anyway, and only Penny sacrificing her own life is able to bring it to an end.


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* WhamLine:
** Right when Pietro discerns the identity of the fifth Joker infected, the movie studios come under attack. Just before he calls Ozpin for help, he gets a quick glance at the name - Velvet Scarlatina.
** After severe badgering from Hazel, Mercury finally admits why he's so determined to get back to Remnant:
---> '''Mercury''': Because if I don't get back, then the only person I ever loved dies!

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* AdaptationalConsent: For all that they're absolute psychopaths whenever they're together, Joker's relationships with Harley Quinn and Punchline are both technically consensual (Harley is definitely a gray area since he corrupted her to begin with, but it's never treated as outright rape). Here, the only reason Harley and Punchline love him is because of the blood he poisoned them with, and his relationship with them is outright referred to as rape.



** It's easy to miss in the game, but random militia chatter states that they were only given a two minute warning to escape the Cloudburst's blast. Here, because Adam is in charge of giving it, there's no warning at all, so about half of the Militia are caught in the blast.
* AdaptationalEarlyAppearance: Punchline surfaces while Harley is still with the Joker rather than long afterwards.



** Henry Adams in the game managed to manipulate Batman and Robin rather easily, but here he goes even further by managing to stay in control of the situation in the movie studios when he's dealing with an entire Huntsman team.

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** Henry Adams in the game managed to manipulate Batman and Robin rather easily, but here he goes even further by managing to stay in control of the situation in the movie studios when he's dealing with an entire Huntsman team.team by taking advantage of the Freeze weaponry lying around the room.



** In the game, Jason ultimately can't bring himself to kill Batman once their fight is over and willingly puts down his gun, running away rather than continue the fight. Here, the fight goes on even longer because Jaune absolutely refuses to let go of his grudge or listen to reason, and it doesn't stop until Taiyang is able to knock him out. Even when he's arrested, he's ready to kill everyone around him if he has the chance until Watts and Pyrrha tell him the truth about Tyrian.



** Joker's relationships with both Harley Quinn and Punchline are shown in a far worse light since they are both victims of his infected blood scheme and thus have had their personalities overridden. It's outright referred to as rape several times.



* TheDreaded: Jaune is absolutely terrified of Tyrian even before he becomes the Joker, but once he does, everyone in Vale shares his fear.
--> '''Jaune''': Tyrian has the skill, the knowledge, and the desire to feed everyone on Remnant to Grimm so that he can dance on the bones. Of ''course'' I'm afraid of him. If you're smart, you would be too.



** Several of the Militia are also disgusted with their own actions after the Cloudburst wakes up the Grimm Dragon and almost kills everyone in Vale. Some state that they intend to retire back to menial jobs once the night is through in hopes of never doing something like this again.



** Salem is very careful to ensure the Knight never learns that Tyrian works for her, as she knows he would immediately leave her side if he did. She's right; after his arrest, Jaune refuses to admit to anything he did until Pyrrha reveals their allegiance, at which point his mind completely breaks.

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** Salem is very careful to ensure the Knight never learns that Tyrian works for her, as she knows he would immediately leave her side if he did. She's right; after his arrest, Jaune refuses to admit to anything he did until Pyrrha reveals and Watts reveal their allegiance, at which point his mind completely breaks.
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** Compared to both ''RWBY'' and ''Batman: Arkham Knight'', Cinder/Scarecrow is played for far more sympathy here. Being exposed to a prototype Fear Toxin gave her traumatic flashbacks to her horrible past with the Madame, driving her mad with fear and locking her into a childlike mentality. Releasing the fear toxin isn't just to cause the Fall of Vale, it's a desperate attempt to make everyone understand the fear she's felt her entire life.

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** Compared to both ''RWBY'' and ''Batman: Arkham Knight'', Cinder/Scarecrow is played for far more sympathy here. Being exposed to a prototype Fear Toxin fear toxin gave her traumatic flashbacks to her horrible past with the Madame, driving her mad with fear and locking her into a childlike mentality. Releasing the fear toxin isn't just to cause the Fall of Vale, it's a desperate attempt to make everyone understand the fear she's felt her entire life.



** Jacques Schnee, the fic's equivalent of Simon Stagg, goes even further than Stagg did by purposefully testing the Fear Toxin on a child.

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** Jacques Schnee, the fic's equivalent of Simon Stagg, goes even further than Stagg did by purposefully testing the Fear Toxin fear toxin on a child.



* TheBadGuyWins: In the end, Cinder gets everything she wants; she spreads her Fear Toxin across the entire Kingdom, forces millions of people to feel the fear she felt in her childhood, proves herself more of a threat than Salem, publicly executes Ozpin, and causes international tensions by unmasking Pyrrha as Vale's protector. She doesn't intend to be gassed with a dose of toxin strong enough to render her catatonic, but by that point she's already won, and Vale is still recovering from her actions a year later.

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* TheBadGuyWins: In the end, Cinder gets everything she wants; she spreads her Fear Toxin fear toxin across the entire Kingdom, forces millions of people to feel the fear she felt in her childhood, proves herself more of a threat than Salem, publicly executes Ozpin, and causes international tensions by unmasking Pyrrha as Vale's protector. She doesn't intend to be gassed with a dose of toxin strong enough to render her catatonic, but by that point she's already won, and Vale is still recovering from her actions a year later.



* ClosestThingWeGot: The Cloudburst going off fries the Paladin Car's engine, but because of the gas cloud, the only person who can go in to fix it is Ren, whose Semblance minimizes the effects of the Fear Toxin. This leaves him as the only person able to take on the Knight's drones and Cloudburst tank while everyone else focuses on taking down the Grimm Dragon.

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* ClosestThingWeGot: The Cloudburst going off fries the Paladin Car's engine, but because of the gas cloud, the only person who can go in to fix it is Ren, whose Semblance minimizes the effects of the Fear Toxin.fear toxin. This leaves him as the only person able to take on the Knight's drones and Cloudburst tank while everyone else focuses on taking down the Grimm Dragon.



** Dr. Merlot is the creator of Scarecrow's Fear Toxin, the scientist who turns himself into a bat-like abomination, and the serial killer who creates the Dollotrons.

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** Dr. Merlot is the creator of Scarecrow's Fear Toxin, fear toxin, the scientist who turns himself into a bat-like abomination, and the serial killer who creates the Dollotrons.



* CorruptCorporateExecutive: Filling both his canon role and Simon Stagg's, Jacques Schnee's morals are as bankrupt as his riches are plentiful. He willingly allies with Scarecrow in an attempt to break into the weapons industry for further profits, even though he's already the richest man on the planet, and provides the test subjects for her Fear Toxin from his own mines.

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* CorruptCorporateExecutive: Filling both his canon role and Simon Stagg's, Jacques Schnee's morals are as bankrupt as his riches are plentiful. He willingly allies with Scarecrow in an attempt to break into the weapons industry for further profits, even though he's already the richest man on the planet, and provides the test subjects for her Fear Toxin fear toxin from his own mines.



* DecompositeCharacter: Since different characters all share Batman's role of leading the fight against the supervillains, the ones who get dosed with Fear Toxin all see Jaune taunting him like he saw Joker in the game. All of them see a different facet of Batman's original fears:

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* DecompositeCharacter: Since different characters all share Batman's role of leading the fight against the supervillains, the ones who get dosed with Fear Toxin fear toxin all see Jaune taunting him like he saw Joker in the game. All of them see a different facet of Batman's original fears:



* DisproportionateRetribution: Cinder's Fear Toxin showed Watts a vision of his former peers calling him "average". In response to this, he initiates a scheme that leads to the deaths of dozens of innocent people, destroys Atlas and Mantle, and almost endangers the entire world, all to prove that he's smarter than the people ''in his vision'' thought.

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* DisproportionateRetribution: Cinder's Fear Toxin fear toxin showed Watts a vision of his former peers calling him "average". In response to this, he initiates a scheme that leads to the deaths of dozens of innocent people, destroys Atlas and Mantle, and almost endangers the entire world, all to prove that he's smarter than the people ''in his vision'' thought.



*** Even the Knight is unnerved by the concept of Fear Toxin when it's first introduced to him, but [[SubvertedTrope Cinder gets him to come around eventually]].

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*** Even the Knight is unnerved by the concept of Fear Toxin fear toxin when it's first introduced to him, but [[SubvertedTrope Cinder gets him to come around eventually]].



** When Weiss learns that Jacques not only helped Scarecrow with the Cloudburst but personally tested the Fear Toxin on a child, she completely abdicates her role in the SDC because she can't stomach the thought of working for an organization that perpetuated such a horrid crime. It's later noted that when Whitley took over the company and made a speech disavowing Jacques' actions, he became so overwhelmed by the list of crimes that he started crying.

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** When Weiss learns that Jacques not only helped Scarecrow with the Cloudburst but personally tested the Fear Toxin fear toxin on a child, she completely abdicates her role in the SDC because she can't stomach the thought of working for an organization that perpetuated such a horrid crime. It's later noted that when Whitley took over the company and made a speech disavowing Jacques' actions, he became so overwhelmed by the list of crimes that he started crying.



** Cinder's canon backstory is given even more weight here, as accidentally getting dosed with Fear Toxin sent her straight back to the horrible treatment she endured as a child slave and drove her mad. Her obsession with Fear Toxin isn't just to make other people feel her fear, it's to finally conquer her own after being consumed by quivering fear for her entire life.
** Neo's abuse from her parents combined with her dissociation with her imaginary friend means that she has a crippling fear of abandonment, which is why she latches so hard on to Roman and never leaves his side. Roman's death in a bullhead crash combined with a dose of the Fear Toxin drives her mad with a desire for love, and this leaves her wide open for Tyrian to latch onto.

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** Cinder's canon backstory is given even more weight here, as accidentally getting dosed with Fear Toxin fear toxin sent her straight back to the horrible treatment she endured as a child slave and drove her mad. Her obsession with Fear Toxin fear toxin isn't just to make other people feel her fear, it's to finally conquer her own after being consumed by quivering fear for her entire life.
** Neo's abuse from her parents combined with her dissociation with her imaginary friend means that she has a crippling fear of abandonment, which is why she latches so hard on to Roman and never leaves his side. Roman's death in a bullhead crash combined with a dose of the Fear Toxin fear toxin drives her mad with a desire for love, and this leaves her wide open for Tyrian to latch onto.



* AMillionIsAStatistic: Cinder violently reacts when it's suggested that she personally dose a child with Fear Toxin, but shows no reaction whatsoever when she's reminded that she intends to gas a Kingdom where ''thousands'' of children live. It's the personal image of hurting a child that affects her - when she can distance herself from it, she's not affected by it.

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* AMillionIsAStatistic: Cinder violently reacts when it's suggested that she personally dose a child with Fear Toxin, fear toxin, but shows no reaction whatsoever when she's reminded that she intends to gas a Kingdom where ''thousands'' of children live. It's the personal image of hurting a child that affects her - when she can distance herself from it, she's not affected by it.



* MotiveDecay: InUniverse, Jaune internally discusses how insane Cinder has become that she's completely lost sight of her previous goals. While she once desired nothing but the Maiden powers, now she's so devoted to spreading the Fear Toxin as far as she can that she ignores several opportunities to just walk into Beacon and take them.

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* MotiveDecay: InUniverse, Jaune internally discusses how insane Cinder has become that she's completely lost sight of her previous goals. While she once desired nothing but the Maiden powers, now she's so devoted to spreading the Fear Toxin fear toxin as far as she can that she ignores several opportunities to just walk into Beacon and take them.



* NightmareFetishist: Dr. Merlot is obsessed with everything related to Grimm and their physiology, having conducted experiments that led to the destruction and slaughter of Mountain Glenn. As a result of these experiments, he discovered the glands and chemicals that allowed him to create a prototype Fear Toxin, which makes people hallucinate their worst fears.

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* NightmareFetishist: Dr. Merlot is obsessed with everything related to Grimm and their physiology, having conducted experiments that led to the destruction and slaughter of Mountain Glenn. As a result of these experiments, he discovered the glands and chemicals that allowed him to create a prototype Fear Toxin, fear toxin, which makes people hallucinate their worst fears.



** Jacques doesn't test the Fear Toxin on children not because of any moral quandaries, but because the only time he did led to Cinder almost killing him in a blind rage.

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** Jacques doesn't test the Fear Toxin fear toxin on children not because of any moral quandaries, but because the only time he did led to Cinder almost killing him in a blind rage.



* TookALevelInBadass: In the beginning, Pyrrha is very self-conscious and unsure of herself as a leader, largely dictating her actions on her fears. Ruby's "death" completely changes her mindset and makes her go on the offensive, and by the end, she's become confident enough that Scarecrow's Fear Toxin has no effect on her.

to:

* TookALevelInBadass: In the beginning, Pyrrha is very self-conscious and unsure of herself as a leader, largely dictating her actions on her fears. Ruby's "death" completely changes her mindset and makes her go on the offensive, and by the end, she's become confident enough that Scarecrow's Fear Toxin fear toxin has no effect on her.



** Having finally had enough of Cinder's attitude, the Arkham Knight provokes a fight with her in Merlot's lab, and it causes her to ingest a prototype Fear Toxin. This leads to her becoming the Scarecrow, going rogue from Salem, taking over his operation, causing the Fall of Vale (thus kickstarting the Age of Heroes), and leading to several more supervillains being created in her wake.

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** Having finally had enough of Cinder's attitude, the Arkham Knight provokes a fight with her in Merlot's lab, and it causes her to ingest a prototype Fear Toxin.fear toxin. This leads to her becoming the Scarecrow, going rogue from Salem, taking over his operation, causing the Fall of Vale (thus kickstarting the Age of Heroes), and leading to several more supervillains being created in her wake.



** Cinder does not take it well when Pyrrha tanks a dose of Fear Toxin without feeling a thing. She goes from trying to scare her to murder her in the blink of an eye, saying that "without fear, life is meaningless".

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** Cinder does not take it well when Pyrrha tanks a dose of Fear Toxin fear toxin without feeling a thing. She goes from trying to scare her to murder her in the blink of an eye, saying that "without fear, life is meaningless".
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** Ironwood effectively destroys the Atlas military, but he's a desperate man attempting to save Winter's life so that he can prove he's done at least one thing right since the Arkham Knight surfaced. Once Winter wakes up and makes it clear that she'd rather die than have anyone else suffer by his hands for her sake, he's overcome with guilt over all he caused.


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* AwesomeButImpractical: Using the Relic of Creation to levitate Atlas into the air is a jaw-dropping spectacle, but all it takes is the wrong person getting access to a Maiden's powers to send it crashing straight back to Remnant.

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* BittersweetEnding: With a heavy emphasis on the "bitter". Ultimately, Jaune, Nora, Sun, Neptune, Ilia, Ironwood, Winter, Glynda, Qrow, and countless innocents are all dead or dying, Blake has become disillusioned with both sides of the law and is now striking out on her own, Jaune is BarredFromTheAfterlife so he can guide his friends from purgatory, and Salem isn't defeated permanently, so she's going to strike back at some point. However, Jaune completes his redemption by killing or otherwise permanently defeating all the supervillains he's responsible for creating, Vale is recovering within the year, and heroes like Ren, Weiss, Ruby, and Yang continue to patrol the city, so it will be protected for the future.

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* BittersweetEnding: With a heavy emphasis on the "bitter". Ultimately, Jaune, Nora, Sun, Neptune, Ilia, Ironwood, Winter, Glynda, Qrow, and countless innocents are all dead or dying, Blake has become disillusioned with both sides of the law and is now striking out on her own, Jaune is BarredFromTheAfterlife so he can guide his friends from purgatory, Atlas and Mantle have both been destroyed, and Salem isn't defeated permanently, so she's going to strike back at some point. However, Jaune completes his redemption by killing or otherwise permanently defeating all the supervillains he's responsible for creating, Vale is recovering within the year, and heroes like Ren, Weiss, Ruby, and Yang continue to patrol the city, so it will be protected for the future.



* DisproportionateRetribution: Cinder's Fear Toxin showed Watts a vision of his former peers calling him "average". In response to this, he initiates a scheme that leads to the deaths of dozens of innocent people and almost endangers the entire world, all to prove that he's smarter than the people ''in his vision'' thought.

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* DisproportionateRetribution: Cinder's Fear Toxin showed Watts a vision of his former peers calling him "average". In response to this, he initiates a scheme that leads to the deaths of dozens of innocent people people, destroys Atlas and Mantle, and almost endangers the entire world, all to prove that he's smarter than the people ''in his vision'' thought.



* FailureHero: As in canon, Ironwood's best attempts to help only end up ruining everything. Winter is shot and rendered comatose on his watch, he fails to save Glynda from the Joker, and when he goes rogue to save Winter, he ends up destroying a large chunk of the Atlas infrastructure. The result is complete anarchy within the military that lasts for months and means that Atlas can't provide meaningful help against the gas attack, and by the end he's only remembered as the supervillain that ensured Atlas's destruction.



** Jaune's identity as the Arkham Knight will be revealed to his former friends, but not the world at large.

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** Jaune's identity as the Arkham Knight will be revealed to his former friends, but not friends and the world at large.



** Harriet and Vine give their lives delaying Atlas's descent on to Mantle, saving thousands of lives at the cost of their own.



* VillainousBreakdown: Cinder does not take it well when Pyrrha tanks a dose of Fear Toxin without feeling a thing. She goes from trying to scare her to murder her in the blink of an eye, saying that "without fear, life is meaningless".

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* VillainousBreakdown: VillainousBreakdown:
** After spending months being in control of himself, as soon as Jaune unmasks himself to Pyrrha, he unravels at a terrifying pace. He goes from a calm militant to an angry psycho within minutes, and by the time Taiyang is engaging him, he's little more than a feral animal lashing out at everything.
**
Cinder does not take it well when Pyrrha tanks a dose of Fear Toxin without feeling a thing. She goes from trying to scare her to murder her in the blink of an eye, saying that "without fear, life is meaningless".



* WildCard: By the time of Scarecrow's attack, Blake only cares about serving her own ends. As a result, she fluctuates between sides based on whatever helps her the most in the moment, though she ends up proving vital to depowering Jaune before she leaves the heroes entirely.

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* WildCard: By the time of Scarecrow's attack, Blake only cares about serving her own ends. As a result, she fluctuates between sides based on whatever helps her the most in at the moment, though she ends up proving vital to depowering Jaune before she leaves the heroes entirely.

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** The Arkham Knight kidnaps Ruby in order to send her team into chaos, but he can't bring himself to actually harm her. He threatens Cinder to get her away from her and tells the White Fang that if anyone touches her, he'll kill them on the spot.

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** The Arkham Knight:
*** Even the
Knight is unnerved by the concept of Fear Toxin when it's first introduced to him, but [[SubvertedTrope Cinder gets him to come around eventually]].
*** While he
kidnaps Ruby in order to send her team into chaos, but he can't bring himself to actually harm her. He threatens Cinder to get her away from her and tells the White Fang that if anyone touches her, he'll kill them on the spot.spot.
*** The Knight is willing to kill his men if they fail him, but he's not sadistic about it and genuinely cares for the ones that serve him well. He's thus disgusted by how Adam can disregard his people's lives, especially when Adam leaves them to be caught in the gas attack.



** Even the Arkham Knight is disgusted by Adam's disregard for the lives of his soldiers, noting that while he may kill people for failing him, he at least doesn't let them slaughter each other due to Fear Toxin out of pure sociopathy. Sienna Khan also publicly disavows his sect of the Fang once the news of his involvement in the gas attack becomes public, and it's noted that even die-hard racists believe her rage that he was paid to participate is genuine.


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* NightmareFetishist: Dr. Merlot is obsessed with everything related to Grimm and their physiology, having conducted experiments that led to the destruction and slaughter of Mountain Glenn. As a result of these experiments, he discovered the glands and chemicals that allowed him to create a prototype Fear Toxin, which makes people hallucinate their worst fears.


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* WhamEpisode: The mini-arc titled "The Worst Night of Their Lives" ends with Nora and Glynda's deaths, Qrow and Roman's disfigurements, Ilia unlocking the powers of Poison Ivy, Yang earning Watts's ire by saving one of his hostages, Blake stealing without justification for the first time, and Ironwood going mad and destroying a large chunk of the Atlas military.

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* AdaptationalSympathy: Compared to both ''RWBY'' and ''Batman: Arkham Knight'', Cinder/Scarecrow is played for far more sympathy here. Being exposed to a prototype Fear Toxin gave her traumatic flashbacks to her horrible past with the Madame, driving her mad with fear and locking her into a childlike mentality. Releasing the fear toxin isn't just to cause the Fall of Vale, it's a desperate attempt to make everyone understand the fear she's felt her entire life.

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* AdaptationalSympathy: AdaptationalSympathy:
**
Compared to both ''RWBY'' and ''Batman: Arkham Knight'', Cinder/Scarecrow is played for far more sympathy here. Being exposed to a prototype Fear Toxin gave her traumatic flashbacks to her horrible past with the Madame, driving her mad with fear and locking her into a childlike mentality. Releasing the fear toxin isn't just to cause the Fall of Vale, it's a desperate attempt to make everyone understand the fear she's felt her entire life.life.
** In the comics, Punchline is shown to be as utterly monstrous as the Joker, lacking any kind of sympathetic qualities even before she went mad. Here, Velvet only goes as insane as she does because of her infection thanks to the Joker's tainted blood and it's made clear several times that she's not in control of her actions; every time the infection is suppressed, she expresses pure horror for everything she's done and thought.



** Both Scarecrow and the Arkham Knight are worse than in the game. In the game, they gave Gotham a chance to evacuate first (albeit because the bomb was big enough for it to not matter), which kept everyone but the thugs out of harm's way as the rest of the attack raged on. Here, the warning doesn't give the civilians time to evacuate, and is only done so that the resulting fear causes a Grimm attack that keeps Vale's Huntsman population on the walls.

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** Both Scarecrow and the Arkham Knight are worse than in the game. In the game, they gave Gotham a chance to evacuate first (albeit because the bomb was big enough for it to not matter), which kept everyone but the thugs out of harm's way as the rest of the attack raged on. Here, the warning doesn't give the civilians time to evacuate, and is only done so that the resulting fear causes a Grimm attack that keeps Vale's Huntsman population on the walls. It also means that all of their actions taken from the game are done with millions of innocent lives in the balance.



* AndTheAdventureContinues: The story ends with the Justice League being visited by Oscar, who reveals the secret of Ozpin's immortality and asks if they're ready to take the fight to Salem while she's still weak.



* FaceDeathWithDignity: In the end, Velvet asks Jaune to kill her with a disturbing degree of calm, only asking that her parents not be informed of the horrible crimes she committed while infected.



* MercyKill: Red Hood ends up executing Velvet on her own wishes once it becomes clear that there's no way to permanently fight off the Joker's blood.



* PetTheDog: Blake does her best to comfort Yang when they're led to believe Ruby died and, in part to atone for her role in keeping Yang from helping her, tags along with her to the Arkham Knight's HQ to finally defeat the maniac once and for all.

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* PetTheDog: PetTheDog:
**
Blake does her best to comfort Yang when they're led to believe Ruby died and, in part to atone for her role in keeping Yang from helping her, tags along with her to the Arkham Knight's HQ to finally defeat the maniac once and for all.all.
** At her own request, Jaune mercy kills Velvet and honors her request to not explain why to her parents, even though it leads to her parents calling him a murderer and turning the public heat on both him and the other heroes.


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** Velvet is slowly consumed by her infection thanks to the Joker's blood, turning her from a good-hearted and meek woman into a homicidal maniac madly in love with a genocidal psychopath. Every time she manages to break through and come back to reality, she expresses nothing but horror for her actions, and it gets to the point that she asks Jaune to kill her before he kills Joker.

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* AdaptedOut: Several of Batman's RoguesGallery simply don't transfer over to established ''RWBY'' characters, meaning that there are no equivalents of Mad Hatter, Ra's al Ghul and the League of Assassins, Hush, or Deacon Blackfire.

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* AdaptedOut: AdaptedOut:
**
Several of Batman's RoguesGallery simply don't transfer over to established ''RWBY'' characters, meaning that there are no equivalents of Mad Hatter, Ra's al Ghul and the League of Assassins, Hush, or Deacon Blackfire.Blackfire.
** Ilia gains Poison Ivy's control over plants, but she does not have the hypnotic pheromones Ivy has. She makes up for it by maintaining her combat skills, meaning she has little use for brainwashed servants anyway.


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* GreenEyedMonster: As always, Adam is absolutely obsessed with Blake for running out on him, blaming her for everything he's done and doing everything to make her life miserable. It escalates to the point that he tries to murder Ilia in a misguided attempt to MurderTheHypotenuse.


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* MurderTheHypotenuse: Adam brings Ilia along on one of his assassination missions purely so he can kill her while she's distracted, all in an attempt to remove her as "competition" for Blake's hand.

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* RedHerring: Nicholas Arc, Jaune's father, is noted to have always disliked Ozpin, took Jaune's death among the worst of his family, has a body type very similar to the Arkham Knight, and disappears from his home around the time that the Arkham Knight begins his crusade, leading Qrow to believe that it might be him. It later turns out that Salem had him captured by Grimm specifically to lead Ozpin astray, but Hazel ends up letting him go a few weeks before the gas attack.



* SpannerInTheWorks: Taiying agrees to lure Pyrrha to the Arkham Knight's HQ by sending out a distress call and banking on her coming alone, hoping to hand her over to Scarecrow in exchange for Ruby. Unfortunately for him, Blake and Yang tag along, and the trio ends up defeating the Arkham Knight anyway, rendering the entire trade pointless.

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* SpannerInTheWorks: Taiying Taiyang agrees to lure Pyrrha to the Arkham Knight's HQ by sending out a distress call and banking on her coming alone, hoping to hand her over to Scarecrow in exchange for Ruby. Unfortunately for him, Blake and Yang tag along, and the trio ends up defeating the Arkham Knight anyway, rendering the entire trade pointless.
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* TheBadGuyWins: In the end, Cinder gets everything she wanted; she spread her Fear Toxin across the entire Kingdom, forcing millions of people to feel the fear she felt in her childhood, has proven herself more of a threat than Salem, publicly executed Ozpin, and caused international tensions by unmasking Pyrrha as Vale's protector. She didn't intend to be gassed with a dose of toxin strong enough to render catatonic, but by that point she's already won, and Vale is still recovering from her actions a year later.

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* TheBadGuyWins: In the end, Cinder gets everything she wanted; wants; she spread spreads her Fear Toxin across the entire Kingdom, forcing forces millions of people to feel the fear she felt in her childhood, has proven proves herself more of a threat than Salem, publicly executed executes Ozpin, and caused causes international tensions by unmasking Pyrrha as Vale's protector. She didn't doesn't intend to be gassed with a dose of toxin strong enough to render her catatonic, but by that point she's already won, and Vale is still recovering from her actions a year later.

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* AdaptationalIntelligence:
** In canon, Cinder's plan for the attack on Beacon was brilliant, but everything that occurred after that showed it was basically a fluke and that at her core, she tends to be a prideful idiot. Here, her attack on Vale goes flawlessly despite setback after setback and she constantly plays XanatosSpeedChess to get the results she wants, and she only loses after she's already gotten everything she wanted and had nothing to lose; in particular, realizing that she can't take Ozpin on directly, she manipulates the situation so that he willingly submits to her.
** Henry Adams in the game managed to manipulate Batman and Robin rather easily, but here he goes even further by managing to stay in control of the situation in the movie studios when he's dealing with an entire Huntsman team.



* TheBadGuyWins: In the end, Cinder gets everything she wanted; she spread her Fear Toxin across the entire Kingdom, forcing millions of people to feel the fear she felt in her childhood, has proven herself more of a threat than Salem, publicly executed Ozpin, and caused international tensions by unmasking Pyrrha as Vale's protector. She didn't intend to be gassed with a dose of toxin strong enough to render catatonic, but by that point she's already won, and Vale is still recovering from her actions a year later.



* DiesDifferentInAdaptation: In the show, Roman is eaten alive by a Griffon during a fight with Ruby in the Fall of Beacon. Here, he's in a Bullhead when Qrow murders the pilot and he's killed in the crash.

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* DiesDifferentInAdaptation: DiesDifferentInAdaptation:
** In the show, Ozpin is killed by Cinder in a straight-up fight in Beacon's vault. Here, Cinder still kills him, but it's a public execution instead of an isolated fight to the death.
**
In the show, Roman is eaten alive by a Griffon during a fight with Ruby in the Fall of Beacon. Here, he's in a Bullhead when Qrow murders the pilot and he's killed in the crash.



* InSpiteOfANail: Despite the drastic changes to the evening, Blake still abandons Yang after Cinder's attack winds down. Unlike canon, however, she does leave a note to explain her reasoning, and it's indicated that she's willing to come back if Yang truly needs her.

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* InSpiteOfANail: InSpiteOfANail:
** Cinder still kills Ozpin, though the circumstances change it from a fight to the death to an execution.
**
Despite the drastic changes to the evening, Blake still abandons Yang after Cinder's attack winds down. Unlike canon, however, she does leave a note to explain her reasoning, and it's indicated that she's willing to come back if Yang truly needs her.



* MaybeMagicMaybeMundane: After Jaune begins his redemption quest, he begins seeing a vision of Nora egging him on and helping him stay on the right path; it later appears as he's dying, telling him that he can rest. The others dismiss it as a hallucination, but the vision gives him information that he has no way of knowing at the time, and Jaune himself is later tethered to the mortal plane after his own death, so it's never clarified just what it is.

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* MaybeMagicMaybeMundane: MaybeMagicMaybeMundane:
** While Velvet is helping deal with the Joker infected, her own infection starts kicking in, and she begins seeing visions of how Tyrian tortured Jaune; it notably includes seeing Tyrian brand Jaune with the "T" on his cheek, which Velvet doesn't know exists. It's not made clear if it's just a very vivid hallucination or if Joker's blood is somehow genuinely feeding her his memories.
**
After Jaune begins his redemption quest, he begins seeing a vision of Nora egging him on and helping him stay on the right path; it later appears as he's dying, telling him that he can rest. The others dismiss it as a hallucination, but the vision gives him information that he has no way of knowing at the time, and Jaune himself is later tethered to the mortal plane after his own death, so it's never clarified just what it is.



** Out of fear for what may happen to her, Velvet locks Coco in a cell in the movie studios and forces her team to back off when they try to free her. This leaves her completely defenseless when Scarecrow attacks the base near the end of the night, and she alongside Pietro are used as hostages to force Pyrrha and Ozpin's cooperation.

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** Out of fear for what may happen to her, Velvet locks Coco in a cell in the movie studios and forces her team to back off when they try to free her. This leaves her completely defenseless when Scarecrow attacks the base near the end of the night, and she alongside Pietro are used as hostages to force Pyrrha and Ozpin's cooperation.cooperation; this directly leads to Ozpin's death and Mistral and Vale beginning to have international tensions.


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* VillainousBreakdown: Cinder does not take it well when Pyrrha tanks a dose of Fear Toxin without feeling a thing. She goes from trying to scare her to murder her in the blink of an eye, saying that "without fear, life is meaningless".
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** A lot of the Militia are disgusted with Jacques' greed, taking particular umbrage with his willingness to help gas an entire Kingdom just to get a little more profit when he's already the richest man in history.
---> '''Militia 1''': Fucking psycho... gassing an entire Kingdom just to make a quick buck.\\
'''Militia 2''': Uh, hate to break it to you, but ''we're'' gassing an entire Kingdom to make a quick buck.\\
'''Militia 1''': News flash, ''we're'' not already set for life!


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** Mercury mentions to himself that Salem's gambit to "rescue" Jaune from Tyrian is a terrible idea - not because of the manipulation and torture involved, but because recruiting someone as clearly mentally unstable as him could never end well. He ends up vindicated when Jaune goes rogue as Red Hood and singlehandedly ends the Age of Heroes by killing all of Salem's former forces.

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* AdaptationalWimp: In ''Arkham Knight'', while the Militia is eventually defeated, they're able to effectively hold Gotham hostage for the entire night and prove a strong resistance against Batman's attempts to liberate the city. Here, their command structure gets taken out early on, the Founders district (their home base) is accessible to the Paladin Car before midnight, and Mercury's abysmal leadership once the Knight is gone drives them into the ground.

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* AdaptationalWimp: In ''Arkham Knight'', while the Militia is eventually defeated, they're able to effectively hold Gotham hostage for the entire night and prove a strong resistance against Batman's attempts to liberate the city. Here, their command structure gets taken out early on, the Founders district (their home base) is accessible to the Paladin Car before midnight, and Mercury's Adam's abysmal leadership once the Knight is gone drives them into the ground.



** Ilia gets a massive upgrade in importance from the show, with her own dedicated character arc showing her coming to relate to plantlife over humans and Faunus only to come to their aid once more against Scarecrow.

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** Ilia gets a massive upgrade in importance from the show, with her own dedicated character arc showing her coming to relate to plantlife plant life over humans and Faunus only to come to their aid once more against Scarecrow.



* BadBoss: Just like in the show, Adam has no consideration for the lives of his soldiers. His soldiers note his tendency to fly into murderous rages against his own men for slight missteps, and even though he's given advance notice of when the Cloudburst is going to go off, he prioritizes stationing the checkpoints and watchtowers over getting his men to safety, which leads to dozens of them being caught in the blast.
* BenevolentBoss: Ironically, considering his habit of killing those who displease him, the Arkham Knight is rather kind to soldiers who follow his orders correctly. It's mentioned that many of the Militia are so loyal to him because he reached out to them directly and related to them on a personal level, giving them a place to belong despite their pasts. Even the Vale branch of the White Fang is more willing to follow him than they are Adam or Roman since while he may kill people who fail him, he at least won't kill people on a whim.
* BigBad: Everything that happens in the story ties back to Tyrian. His torture of Jaune turned him into the Arkham Knight, which leads to the creation of over a dozen other supervillains, his scheme with the poisoned blood threatens the entire kingdom of Vale well before the gas attack, and even after the attack, his mass breakout of the supervillains leads to the entire last third of the plot. Notably, he's the final villain Jaune has to face before his redemption is completed.



** Even the Arkham Knight is disgusted by Adam's disregard for the lives of his soldiers, noting that while he may kill people for failing him, he at least doesn't let them slaughter each other due to Fear Toxin out of pure sociopathy. Sienna Khan also publicly disavows his sect of the Fang once the news of his involvement in the gas attack becomes public, and it's noted that even die-hard racists believe her rage that he was paid to participate is genuine.



** Yang happened to foil Watts's first death trap by complete accident because she happened to be the one to investigate it. Watts is so incensed by the idea of an "irrelevant bimbo" like her outsmarting her that he then dedicates the rest of his supervillain career to spiting her specifically, including arranging Blake's kidnapping within an hour or so just to draw Yang out.

to:

** Yang happened to foil Watts's first death trap by complete accident because she happened to be the one to investigate it. Watts is so incensed by the idea of an "irrelevant bimbo" like her outsmarting her him that he then dedicates the rest of his supervillain career to spiting her specifically, including arranging Blake's kidnapping within an hour or so just to draw Yang out.



* NotSoWellIntentionedExtremist: Adam claims to the end that he's a freedom fighter fighting on behalf of oppressed Faunus everywhere. Even his own men realize that the only person Adam cares about is himself, as best demonstrated when he lets his own soldiers die in the gas attack, and even Sienna Khan decries him as a "sociopathic mercenary" for ''taking payment'' to take part in the attack.



* ThePeterPrinciple: In a straight fight, Adam is one of the most dangerous people on Remnant, but as the leader of the Militia after Jaune's arrested, he's absolutely worthless. His checkpoints and watchtowers don't restrict enemy movements, his explosives are planted where the Paladin Car has the advantage in the resulting fights, and his attempts to lead his men through the battles only have him threatening them rather than trying to rally them. The end result is that he tries to take Ren on in a fight with a bunch of Cobra tanks even though Ren has been destroying those tanks all night, thinking that the sheer force will overwhelm him; instead, his tanks are all taken out and then Adam himself is locked in an Aura-nullifying collar within a single attack.



* PragmaticHero: Ozpin puts Ruby, Weiss, Yang, Pyrrha, and Ren in charge of dealing with Scarecrow because the Arkham Knight is targeting them and has already proven himself capable of attacking an army head on, meaning that the only alternative, putting them on the wall with the other Huntsmen, puts the entire defense of the Kingdom in danger. He fully admits to them that he's basically throwing them to the wolves, but all of them admit that it's the least worst option he has.

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* PragmaticHero: Ozpin puts Ruby, Weiss, Yang, Pyrrha, and Ren in charge of dealing with Scarecrow because the Arkham Knight is targeting them and has already proven himself capable of attacking an army head on, head-on, meaning that the only alternative, putting them on the wall with the other Huntsmen, puts the entire defense of the Kingdom in danger. He fully admits to them that he's basically throwing them to the wolves, but all of them admit that it's the least worst bad option he has.

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* BoringButPractical: Ozpin notes that the Batsuit's ability to project the user's Scroll from its gauntlet only saves them a few seconds at best, but as Pietro points out, in a dangerous situation, a few seconds like that can mean the difference between life and death; plus, it's a lot harder to break the gauntlet than a Scroll.



** When the Cloudburst goes off, the Grimm Dragon awakes. Ozpin only has Weiss, Ren, Pyrrha, and the remaining Atlas forces on hand and has to make a choice - if the Grimm Dragon makes it to the wall, then it will deposit Grimm right in the middle of the city, but if the gas cloud stays up, then people will continue to die and raise the negative emotions until nothing is left. In the end, he's forced to TakeAThirdOption and split the teams to conquer both goals at once.

to:

** When the Cloudburst goes off, the Grimm Dragon awakes. Ozpin only has Weiss, Ren, Pyrrha, and the remaining Atlas forces on hand and has to make a choice - if the Grimm Dragon makes it to the wall, then it will deposit Grimm right in the middle of the city, but if the gas cloud stays up, then people will continue to die and raise the negative emotions until nothing is left. In the end, Luckily, he's forced able to TakeAThirdOption and split his effort when Ironwood finally rejoins the teams fray, allowing him to conquer both goals at once.handle the Grimm Dragon while Ozpin handles the Cloudburst.

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