Cinder and Adam were fighting off other huntsmen and Huntress who were most likely hired by someone from the Schnee Dust Family. In fact, the whole factory warehouse was filled with a gold mine of dust. If you didn't know already dust can be used for a wide variety of things, dust in a sense is like magic without using mana, you could shot out flames or ice from your hands just by touching dust and fusing it with your semblance. Dust was also a very valuable commodity and could be sold for a high price. In this case, Cinder needed all the dust for herself to gain more power, but to also make a large enough crystal prison made of dust to trap Ozpin in. It was part of her plan to take over Beacon Academy and Vale as well as to gain the Fall Maidens powers.
'I wonder why Winter would be associated with these scumbag murders. There's no way that someone with such high value and morals and army code would protect such fucked up bastards!' As Shadow was thinking about Winter's strange alliance with the slave traders and bandit huntsmen, Winter sprang forward with both of her rapier swords held up high in a thrusting position.
Shadow swiftly blocked her sword his carbon fiber onyx black katana, tiny fire sparks were seen when both of their weapons collided together. The friction of their blades was insanely powerful, Winter's muscles could be seen through her tight white army jacket. Shadow was amazed at how beautiful she was up close, she looked like a snow goddess. Her flawless pale complexion on her face and her angered aqua jeweled eyes made her look like a fearsome doll that was ready to go to battle at any second. She was indeed a prideful woman of the highest class. On top of that, her body was perfectly busty and well-defined. You could say that she didn't mess leg day of how thick and muscular her thighs were as they burst out from her tight leather Atlas combat pants.( A/N: Refer to her usual attire when first introduced in RWBY vol. 3, check the wiki).
Both Shadow and Winter were rapidly slashing at each other with their swords at such a fast speed that it looked like they were teleporting across the warehouse.
SFX * Cling!* *Clang!*
"Who are you!? State your name you disgusting monster!" Winter demanded as she aims her summoned Snow Grimm beowolves ahead. These Grimm she summoned were made of ice aura and were purer than the Grimm Salem and Shadow summon. Actually, they had Winters very soul infused with their bodies.
Winter's Grimm bewovles went to tackle Shadow, he stood calmly with his black katana on one hand.
'So Winters summoned Grimm have part of her soul inside of them. How interesting. Let me try for myself' Shadow slashes his wrist to let his blood fall on the floor, instead of shifting into a Draoncic Grimm Titan he summoned a Wyvern Grimm with his necromancer abilities and his own blood! He had copied Winters glyph semblance in a flash.
"GAROAAARRR!"The Wyvern dragon flew up to the skies and broke through the warehouse ceiling revealing the dark rainy skies above. A downpour of rain splashed over Winter's sexy body. The Wyvern then blasted black flames from its mouth to show its dominance over the entire world of Remnant.
"How is that possible!?" Winter yells, her face was beyond baffled at the power of Shadow's summoning abilities. 'Who could this young boy who looked like a teenage Ozpin be!?' Her eyes twitched in confusion and fury.
The Wyvern Grimm swoops down and bites both of the white Grimm bewolves with its mighty jaws, it easily crushed the howling wolves in half. Blood splatters in every direction.
"You evil bastard!" Winter commands her ice Wvryens to attack Shadow's dark Wvreyn, they were quickly melted by black flames shot out from the Dark Grimm Wyvern's mouth.
"How dare you!" Winter springs forward and uses five speed-glyphs to boost her forward. The ground below her rumbles as her busty body jetted across the metallic warehouse and towards Shadow.
"You are getting on my nerves. Admit defeat already and I might just spare your life." Shadow coldly said as his dark red eyes gleamed through his dragon skull mask.
"Never!!!" Winter gritted her teeth as her stunning snowy hair fluttered with the wind.
Shadow underestimated the speed she was traveling in, her rapier sword parried Shadow's katana right away from his hands.
'What the hell!? She is fucking fast!' Shadow's eyes widened beneath his mask. Winter struck his face and cut his skull mask in half, the slash was so powerful that it sent Shadow flying. His body soon hit a metal container full of dust crystals.
Neo quickly turns around and gasps at seeing her new best friend being hit so hard. She runs over to his side to protect him.
"Neo no!" Shadow yells as he reaches his hands out and grabs his slashed face in pain.
Winter turns around and quickly stabs Neo in her chest, "You didn't think I saw you? I see everything." She clicks her rapiers gunblade and freezes Neo's entire body with ice dust.
"Neo!" Shadow angrily stands up with a growl, his Nine-Tail-Wolf side was finally coming out. actually had small feelings for Neo, she was the only one in Salem's castle he had treated him fairly. Well besides the fact that she almost killed him, but I guess you could call it crazy love.
"Ha. Who cares about her Shadow, she was weak, she deserves to die." Cinder slightly laughed as she burned a huntress's face off, "Aaaaaah! My face!" The woman's face melted off completely and she was instantly devoured by flames.
Shadow had enough of everyone's bullshit, his mind was slowly losing control. Not that it was even stable to begin with.
Suddenly his eyes spot something horrific, around the containers of dust there were burnt bloody bodies of Faunus children, they must have been slaves who weren't deemed useful to the slave traders needs and were killed off. The past imagines of the kittens burning inside a cardboard box bombarded his mind and soul. He had lost control.
"AAAAAAAAAAAH!" Shadow thundered a hellish demonic roar as he titled his head towards the raining grey skies.
[System overload!]- Nine-Tail-Wolf bloodline fully activated!
"What in gods name is that thing!?" Cried out other feeble huntsmen and huntress.
"Its a monster!"Cried out more scared voices inside of the dust factory warehouse.
Winter blue eyes were filled with shock and her body was trembling.
A large powerful amount of reddish sparking aura and chakra swirled around Shadow's body. The only things to be seen through the dark red sparking aura mist was red demonic glowing eyes from hell.