X-menRWBY: The Remnant Exodus

by Frybro

A crossover series between Marvel's X-men and Roster Teeth's RWBY done in the format of a script/screen play. Due to the Marvel Earth 616 event known as "The Age of Ultron" the X-men and Brotherhood of Mutants of an alternate Marvel Universe are left stranded in an alterante version of Remnant. (Cover image & more chapters will be added later)

2. Little Red and the SABRETOOTH

Issue #2: Little Red and the SABRETOOTH

Roll Call page:

X-men:

-Cyclops (leader of the X-men. A.K.A. Scott Summers)

-Phoenix (A.K.A. Jean Grey)

-Wolverine (A.K.A. James Logan Howlett)

-Storm (A.K.A Ororo Munroe)

-Nightcrawler (A.K.A. Kurt Wagner)

-Colossus (A.K.A. Piotr (Peter) Nikolayevich Rasputin)

-Shadow Cat (A.K.A. Katherine (Kitty) Pryde

-Beast (A.K.A Hank McCoy)

-Lockheed (Kitty's pet dragon)

Brotherhood of Mutants:

-Magneto (leader of the Brotherhood of Mutants)

-Mystique

-Sabretooth

-Pyro

-Avalanche

-Juggernaut

-Toad

-Destiny

Team RWBY

-Ruby Rose (team leader)

-Weiss Schnee

-Blake Belladonna

-Yang Xiao Long

-Zwei (Ruby Yang's pet Corgi)

The White Fang:

-Roman Torchwick

(Now...To the story!)

Oattu the Watcher (Recap Session): Greetings, I am Oattu the Watcher. For those who were absent when we began this tale, I give you a recaption of the events that transpired. Due to a time boom caused by the residents of Universe 616, also known as the main continuity Marvel universe to the beings in your universe, the X-men and Brotherhood of mutants were thrust into another universe. To be more specific, a planet much like Earth, known to it's inhabitants as "Remnant." The Brotherhood left the X-men for dead, later they saved members of a group of outcasts much like themselves from a pack of demonic creatures known as the Grimm. This group is called the White Fang. The Brotherhood's heroism allowed them to seemingly become allies with the group. The X-men were discovered by a group of students from a school designed to teach young men and women to exterminate the creatures of Grimm. The X-men were given an explanation of the world they were now in. It was not long until of of the students asked about the world the X-men were from. It is here where we resume our tale.

(Open on Jean Grey revving up her psy powers.)

Jean Grey: Open your minds Team RWBY, just as you all have educated us on the world you call home, we shall do ours.

Title card: X-men/RWBY: The Remnant Exodus part 2

Oattu the Watcher: Team RWBY is enveloped in a yellow light. Jean Grey first shows them the extended family of the X-men. The man who brought them together in the first place, Charles Xavier and the rest of those who are on the X-men team. She shows them The New Mutants, Excalibur, X-Force. Following that, she shows them those who wish for them to be exterminated or are the antithesis to their cause. The Stryker Program, the Weapon X program, the Fallen Angels, and the Brotherhood of mutants who she informs the students that they may have possibly traveled to this world with them. She then shows them the other heroes of their world. The Avengers, Fantastic Four, Alpha Flight, The Guardians of the Galaxy, and the Champions. She shows them the great races and civilizations of the cosmos. The Kree, the Skrull, Shi'ar, Spartex, Asgardians, The Inhumans, and countless more. She ends with the villains they fight most every day to preserve the freedoms of lives of the people they cherish so dearly. Dreadful beings such as Galactus, Thanos, Annihilus, Kang the Conqueror, Dormammu, Apocalypse, The Shadow King, Loki, Ultron, Dr. Victor von Doom, and the other dread scum that dares venture out of the darkness. The whole of that world is torn away as she shows them what it was like in her last few seconds there. The warriors of Remnant are snapped back into their reality as their image of the Marvel universe is ripped away just as violently as the X-men were when they were inexplicably transported to this world. They are silent, still pondering what they just saw. The fantastic world that these mysterious people supposedly came from. A world of gods living among men. A world where everything is simultaneously weaker and stronger than everything they know. A world where there isn't only one world where they know life exists. They remain silent, contemplating this, until they fall into the peaceful unconsciousness that is sleep.

Oattu the Watcher (voice over): Elsewhere, in that same decrepit city, Magneto and the Brotherhood stand before who they perceive to be the leader of the group known as the White Fang. A man known as Roman Torchwick.

Roman Torchwick: Okay Blockhead, how many times do I have to tell you this? I am not the guy from "ClOcK wOiK oRaNgE!" The name's ROMAN TORCHWICK!

Juggernaut: Y' sure man? We's seen alotta weird stuff since we got here an' I think izz awful plazible that you is a movie character brought to life.

Magneto: Juggernaut! Enough with your pointless back and forth. The man is not the character you believe him to be.

Juggernaut: Y' sure Mags? I just can't shake th' feelin' that he's

Magneto: I SAID ENOUGH! (The base around them shakes. Small metal fragments levitate. The other members of Brotherhood tremble with fear.) Juggernaut. (To Roman) Excuse me for my acolyte and my outburst. I do wish that our introduction was more formal.

Roman Torchwick: Yeah, no hard feelings. Just remind me not to get on your bad side mister…?

Magneto: Magneto.

Roman Torchwick: Magneto? (Mumbling to himself) Ugh, please tell me these damned animals didn't drag in a group of nerds playing DnD.

Magneto (inner thoughts): Insulting his own people? Hm. Perhaps this Roman Torchwick isn't who he says he is. I'll have to investigate.

Roman Torchwick: So Magneto, where did you and your merry band of leotards come from?

Magneto: We come from a world known as Earth. There, people with natural born superhuman abilities are much less common. We, as you can see, are part of that minority. Much like the Faunus here, we are persecuted in our world, but unfortunately, it's much worse.

Roman Torchwick: Uh huh, uh huh. Boo hoo, ballin' my eyes out. Go on with your sob story o' caped one.

(Magneto shoots another glare at Roman Torchwick. And sighs. Suddenly, Mystique pulls a gun out on Roman. Everyone who was standing around them is startled. Some scream in horror, others pull out their weapons.)

Mystique: Listen here you smug bastard! Every bit of what Magneto said was true. You mocking and laughing at him is the same as laughing at every heinous act of hate experienced by every mutant. Pain I'm all too familiar with. The next sly remark you make will be followed by a bullet in your skull.

(Suddenly, a blade materializes close to Mystique's neck. Said blade is being held by Neo who had been camouflaged with the rest of the base due to her semblance.)

Roman Torchwick: Thanks for having my back Neo. And lemme let you in an a little bit of a knee slapper Blue. Even if you did shoot me, my aura would've protected me, but I guess since you all have come from Planet Made-Up-Fantasy-Land, I guess you wouldn't've known that.

Magneto: MYSTIQUE! Stand down. (He sighs as Mystique lowers her gun.) Perhaps you need a more credible information than just word of mouth. (Magneto looks out to the crowd of White Fang members.) Members of the White Fang, though we have caused great disturbance with our coming, I ask you all to allow us to prove our story true. All I need is someone with the ability to read another's mind. Do any of you have that capability?

(There is a silence until…)

Naomi Anagnó̱sti̱: I-I can read minds.

(The young woman walks out of the crowd and up to Magneto.)

Magneto: Your name young lady?

Naomi Anagnó̱sti̱: Naomi. N-Naomi Anagnó̱sti̱.

Magneto: I cannot promise that what you see within my mind will leave you unscathed. (He takes off his helmet.)

Naomi Anagnó̱sti̱: My semblance works through physical contact. Could I, could I do it through your hand instead? (She begins to take off a glove on her hand.) I would rather not violate your whole (she gestures to Magneto face) face...area.

Magneto: Of coarse. (He takes off one of his gloves, revealing a numbered identification tattooed on his arm.)

Naomi Anagnó̱sti̱: That number. What does it mean?

Magneto: You shall learn of the horror behind it once you step into my mind.

Oattu the Watcher: Hesitantly, she reaches out and wraps her fingers around his hand. What she sees takes her breath away. She peeks through all of Magneto's life. She sees his time as a prisoner in the Nazi internment camp Auschwitz. She watches as his daughter burns alive in his time in Poland. She observes the creation of the Sentinels, war machines built specifically to exterminate mutants. She sees mutants experimented on with the purpose of turning them into human tools of destruction. She watches as men of God call for the genocide of them, as a false God (Apocalypse) led them towards suicide. She sees how Magneto's adopted son and daughter disowned and traded him for the symbol of a nation that has so often turned a blind eye to mutant kind's suffering (A.K.A. When they joined the Avengers.) She watches as his old friend, Charles Xavier allies himself and many other young mutants with their oppressors and dedicate said youngsters' lives to fighting against his cause. Tears roll down Naomi's cheeks as all these images dance within her mind. She tries to hold back her sadness, but reveals it through short choked gasps.

Roman Torchwick: So?

Naomi Anagnó̱sti̱: It's true...all of it...ALL OF IT!!! (She collapses and begins to sob uncontrollably.)

Roman Torchwick: Damn. So I guess you were telling the truth. Kinda feel like a douche for thinking otherwise. Hey, quick question, does everyone in your world dress like...well...that?

Magneto: (He puts his helmet and glove back on.) Only those who wish to conceal their true identity.

Roman Torchwick: Hm, well, you might want to watch out, I might steal that cape of yours. (To Neo) Come on Neo, we got some schemein' to do. (To the Brotherhood) You all make yourselves feel comfortable, just know that we're gonna use you for something big later.

(Roman and Neo run off to their tent.)

Magneto: (To White Fang member 1) Pardon me, but is he the leader of your entire syndicate?

White Fang member 1: No, he's only been assigned to command our operations here.

Magneto: Is he even one of you?

White Fang member 1: No, he's a human.

Magneto: Hrm. Interesting.

(Cut over to the rest of the Brotherhood.)

Toad: Well, I think we made one helluva impression.

Avalanche: You think that went over well?

Toad: Oi, I said we made a helluva impression, not a good one.

Sabretooth: Heh, yeah. Way to be the MVP Mystique.

Mystique: You know I don't take kindly to those who mock our hardships. Torchwick wasn't even acknowledging their existence.

Sabretooth: Torchwick didn't even know what a mutant was until a few seconds ago.

Juggernaut: I still thinks that he iz that guy offa Clock Woik Orange.

(Destiny puts her hand on her head in annoyance.)

Destiny (inner thoughts): Imbecile. To think that he is the brother of Charles Xavier.

(Sabertooth begins to wander off.)

Toad: Oi! Where the hell do you think you're goin'.

Sabretooth: Somewhere open. Can't stand bein' in a tight space. Need some fresh air, somethin' to hunt.

(Sabretooth leaves.)

Toad: Feelin' kinda worried 'bout him.

Avalanche: I'd be more worried for anything out there.

(Cut back to the X-men and RWBY. Everyone is sleeping except for Zwei who begins to stir. He begins to bark at Ruby. She eventually wakes up.)

Ruby: (Groggily) Zwei! It's late. What do you want? (Zwei barks at her again and begins to run off.) (Whispered) ZWEI! NO! Ugh! (She grabs her weapon, Crescent Rose and runs off to follow her dog.) Why do you have to do this!

(Cut to Sabretooth ripping a Beowolf in half. Two other Grimm keep their distance as the body of their ally hits the ground and disintegrates. One lunges forward, but is shoved face first into the ground by Sabretooth. The second tries to bite Sabretooth, but Sabretooth grabs it by the throat and throws it off the building that they happened to be fighting on. It's demonic growls become welps as it falls to it's death. The Grimm who's face was shoved into the ground gets up and is able to scratch Sabretooth across the back. It prepares to swipe again only for Sabretooth to catch it's arm and break it. The Beowolf barks in pain as Sabretooth shoots it a sinister smirk. The wounds on his back begin to heal. Just as the Beowolf prepares to attack back, Sabretooth rams his free arm through it's chest. The Grimm goes lifeless and disintegrates as Sabertooth pulls his arm out of it's chest. He snickers maniacally before letting out a triumphant roar. One that could be heard for miles.)

(Cut back to team RWBY and the X-men. Sabretooth's roar can be heard faintly. It's not enough to disturb anyone, except for Wolverine.)

Wolverine (inner thoughts): Hrn. That roar. Doesn't sound like any o' those Grimm things. Sounds an awful like Sabretooth. Would'a guessed that he and the rest o' the Brotherhood would'a gotten as far as possible after ditchin' us. Gotta be holed up around here if I can hear him. (He looks over at where Ruby was sleeping.) Hey, where's that Ruby kid? Shit! Is she out there? (Wolverine gets up and begins to run out.) No time t' tell the others. I'm not gonna let that bastard lay one claw on her, the only witness I need is whatever this universe's version of god is.

(Cut to Ruby following Zwei around. Zwei eventually runs up to the wall of a building, cocking his leg up to pee.)

Ruby: Really Zwei? You could've done that back in that other building we were in! (Zwei begins to whimper as he walks back to Ruby.) Aw. Too modest? (Ruby picks the corgi up and begins to pet on him.) That's okay. That's what makes you mommy Rubles widdle puppy. Now let's start heading back before I have to fight a group of Grimm alone.

(Cut back to Sabretooth. He begins to sniff the air.)

Sabretooth (inner thoughts): Hrm. That smell. Human. Are one of those White Fang guys runnin' around? (He sniffs again.) No, can't be. Their smell has a bit more of an animal tinge in it. This looks t' be a person and a dog. (He sniffs.) Dog just got done pissin' too. (He sniffs one last time.) Oh, and what's this I smell? Bit o' somethin' from New York! Definitely not one of the X-men, but I wonder if this guy's been near one. (Sabretooth begins to leap across the rooftops of the decrepit buildings, towards Ruby.)

(Cut to Ruby walking along with Zwei in hand.)

Ruby (inner thoughts): It's quiet. Too quiet. I'd at least expect to hear something howling. I wonder if it has something to do with that one thing I heard earlier. (She hears Sabretooth land on the building closest to her.)

Ruby: YIPE!!!

Ruby (inner thoughts): What was that? (Zwei begins to bark towards the roof of the building that Sabretooth landed on.)

Ruby: Zwei! Shush! You're going to attract whatever that was and whatever Grimm are out here t--

(Sabretooth jumps down and lands behind her with enough force to shatter the asphalt beneath him. Ruby is petrified with fear, Zwei continues to bark at Sabretooth. She finally builds up the courage to turn and face what she knew only as an unknown stalker. Sabretooth towers over her. On his face was his trademark sinister, toothy grin. Ruby remained silent, almost choked by her fear. Zwei continues to bark.)

Sabretooth: Well well well, what's a pretty lil' thing like you doin' in a place like this?

Ruby: Uh...eh…

Sabretooth: What's th' matter kid? Cat got yer tongue? Or does that dog o' yer's do all the talkin' for ya? (He reaches down underhand and pricks Zwei's chin with his claw. Zwei yelps and buries his face into Ruby's shoulder.)

Ruby: I...I was just about to go back to where I was camped out...uh...my dog just needed to have a quick tinckle, you know.

Ruby (inner thoughts): Crap! This is that Sabretooth guy Jean Grey showed me in the whole telepathic thing she did. He's vicious, and I didn't realize how big he was!

Sabretooth: Back to your camp, eh? You wouldn't happen to be campin' out with some people that, well, aren't from around here. Would you? (He sniffs) 'Specially someone who calls himself, Wolverine?

Ruby: Well…

Ruby (inner thoughts): CRAP CRAP CRAP!!! How does he know! Has he been spying on me all night? He sniffed. Did he smell some of Logan's scent on me? Don't need to cause a scene, this Sabretooth guy is enough to deal with, a pack of Grimm would be unbearable especially with how tired I am. I'm going to have to make a run for it! Here we go!

(Ruby tries to bolt away, but Sabretooth grabs her cape and slams her into the wall of a nearby building. This causes Zwei to fly out of her arms and out of sight. It is of no concern to Sabretooth.)

Sabretooth: WHERE DO YOU THINK YOU'RE GOIN' LIL' MISSY? You're actin' like you just saw a monster. Or like you wanna hide somethin' from me.

(Ruby gets up and quickly extends her weapon, Crescent Rose, into it's scythe mode.)

Ruby: I'd rather save Crescent Rose for Grimm, but I'm not afraid to use it on people!

Sabretooth: You think I'm gonna be scared of ya just because you have a friggin' stabby stick?

Ruby: I-It's also a gun.

Sabretooth: I don't give a shit. And go ahead an' cut your's sweetheart. I know you've been campin' with the X-men and I got a feelin' that you have a good idea of who I am. (Sabretooth flashes his claws.)

Ruby: I know you're a terrorist. One who isn't afraid to kill.

Sabretooth: That's the jist of it. But there's a bit more. (He begins to get closer to Ruby.)

Ruby: Stay back! I know you aren't afraid of Crescent Rose, but I can guarantee that getting cut by her won't be fun!

Sabretooth: Aw. You're just gettin' cuter n' cuter by the minute. You wanna know what's not very cute.

Ruby: You…

Sabretooth: Close. Naw, It's how me n' Wolvie got the metal on our bones. Y'see, we both used to be part of a program called Weapons Plus. It was supposed to make one of th' follow ups to another human weapon. The program knows him as Weapon I, the public knows him as Captain America. The program branched off from just being trying to make anyone into a new Captain America an' instead decided to just try to make weapons outta mutants. That's where me n' Wolvie come in. They started workin' on him, coverin' his bones in adamatium, turin' him into an emotionless killin' machine. Weapon Plus called him Weapon X. The government had so much confidence in 'im that they sent 'im in to fight the Hulk and the Wendigo. The only problem is that ol' Wolvie got soft, broke free o' Weapon Plus' control. 'Guess who was his replacement? Thing about me is that I'm better than ol' Wolvie in every single way. Bigger, stronger, faster…

Ruby (inner thoughts): He's getting too close. I don't wanna use Crescent Rose on him since he doesn't have an aura, but…

Sabretooth:...more savage and most of all…

(Sabretooth gets ready to slash Ruby, but Ruby acts first by slashing with Crescent Rose.)

Ruby: GET BACK!!!

(Sabretooth's blood flies and spatters on the smoke black road. It doesn't stun him. He only smiles as Ruby looks at his healing wound with shock.)

Sabretooth:...I got a damn good healing factor. You ain't gonna do much of anything to me Lil' Red. Now, be smart an' tell me where you've been campin' so I can gut every son of a bitch there an' maybe spare you from it.

Ruby: I'm not going to let you hurt my friends!

Sabretooth: Let's see if you're still sayin' that after I dig my claws in!

(Sabretooth roars and lunges forward. Ruby dodges out of the way with only her cape being slightly torn by Sabretooth. Ruby swings Crescent Rose again only for Sabretooth to turn around, hop backwards out of the way and then leap forward to hit her with a left claw swipe, a right, and a final cross with both directions to send her careening into a long abandoned car. Ruby's aura was able to protect her, but the car she was thrown into was intact enough to have a working alarm. It starts to blare.)

Ruby: Crap.

(Ruby looks around and sees that they have attracted the attention of multiple nearby Grimm. Their scarlet bead eyes pierce the dark and their calls and growls fill the air.)

Sabretooth: Wha? Afraid of a little company sweet heart? They'll just make this whole ordeal more fun, for me at least.

(The Grimm and Sabretooth lunge toward Ruby at the same time. Ruby acts quickly to revert Crescent Rose into it's sniper mode and shoot it at the ground. The kickback is enough to send her into the air. This causes Sabretooth and the Grimm to clash with each other, the first blow of this being Sabretooth clawing off the lower jaw of a Beowolf. Ruby wasn't out of danger though as a Griffin brings her to the ground and pins her down. It prepares to bite down on Ruby's jugular, but Ruby is able to maneuver Crescent Rose to get a clear shot into the Griffins mouth and out the back of it's skull. It disintegrates and Ruby leaps back on her feet. She is greeted by two Beowolves. They lunge forward. Ruby reverts Crescent Rose back into it's scythe form and decapitates one of the Beowolves. The other is able to land a scratch on her. Ruby retaliates by jabbing it twice with the point of Crescent Rose's staff and then hitting it with the blunt end of her scythe's curve and then finishing that combo by shooting that Grimm through the heart.)

Ruby (inner thoughts): Took care of those. I wonder if the other Grimm will leave Sabretooth distracted enough for me to make my escape?

(Suddenly, the limp body of another Beowolf is thrown at Ruby. Ruby is able to use it's momentum and constantly deteriorating weight to throw it over her. She then faces Sabretooth who is lunging towards her with his claws soaked in more Grimm blood.)

Ruby: NOPE!

(Ruby slides down, reverts Crescent Rose into it's gun form and then shoots Sabretooth in the stomach. Sabretooth is thrown aside as some of his blood splatters on Ruby. Ruby is visually disturbed by this. It distracts her long enough for a Ursa to bite her on the shoulder, shake her once, and then throw her aside. The Ursa turns to her and growls, hunched over in the same fashion as a bear. Ruby gets up and holds the shoulder that was bitten. Her aura protected her again, but it is getting thinner. She and the Ursa begin to pace around in a circle, neither breaking their engagement with each other, knowing that either of them could end their fight in a moment. Ruby breaks the pacing my morphing Crescent Rose into it's scythe form and dashing towards the Ursa, letting out a battle cry. The Ursa does much of the same.)

(Cut to Sabretooth slicing through another Beowolf. Multiple other Grimm surround him, ready for an attempt to tear into him. Sabretooth smiles with a sadistic joy at the prospect of this. A Beowolf tries to slash at him, but Sabretooth grabs it's arm and throws it into three other Grimm. A creep Grimm tries to bite him, but Sabretooth stabs it through the roof of it's mouth and slams it on the ground before flinging it aside. A Boarbatusk charges him after this to no avail since Sabretooth grabs it by the tusks and throws it at the Ursa fighting Ruby.)

(The Ursa's spine and ribs break as the Boarbatusk hits it. They both disintegrate. Ruby turns and prepares to face Sabretooth. Before she can do anything, Sabretooth hits her with a shoulder charge followed by an underhanded scratch. Sabretooth lunges and attempts to continue the attack, but Ruby blocks him with Crescent Rose, uses it to shove him off, and then shoots at Sabretooth multiple times only for him to dodge every one of her shots. Sabertooth side steps another shot and lands three consecutive scratches on Ruby. Ruby retaliates by swinging Crescent Rose, slicing Sabretooth across the chest again and staggering him. Ruby continues her attack twirling Crescent vertically, hitting Sabretooth with multiple downward strikes. She ends her combo by thrusting the barrel end of Crescent Rose at Sabretooth before firing another shot at Sabretooth, sending him flying into a wall. Ruby breathes an exhausted sigh before seeing Sabretooth's blood on her hand and on Crescent Rose. She gets bugged out by it, but eventually snaps out of it.)

Ruby: Sabretooth! I don't want to shed anymore human blood. Please, we need to stop this! Especially before we attract more Grimm!

(Sabretooth pushes himself out of the wall he was embedded in. He has a bloodlusted look in his eye and a satanic grin on his face. He is loving every second of this fight and is acting like he doesn't even feel the pain of his cut flesh and bruised skin.)

Sabretooth: YOU THINK I'M ANYWHERE CLOSE TO CALLIN' IT QUITS KID? NAW! I'M JUST GETTING STARTED! BY THE END OF THIS, YOUR GUTS'LL BE STREWN ACROSS THE BLOCK ALL FOR YER FRIENDS TO SEE!!!

Ruby (inner thoughts): He's not going to stop. Not until I'm dead or until I knock him out. But how can I bring down a guy who heals just as quickly as he's hurt? He might not have an aura, but he might be even more formidable than even the most skilled huntsman. Well at least the Grimm seem to have left u--

(Suddenly they hear the screech of a Nevermore and the sound of it's gigantic beating wings above. They are accompanied by the roars of some Manticore Grimm perched upon the buildings around them.)

Ruby: AW COME ON!!!

(Cut to Wolverine tracking Ruby out in the abandoned streets. He kneels down to examine a boot print left in some exposed dirt. He rubs the dirt between his fingers before sniffing it.)

Wolverine (inner thoughts): Yup that's her's. Smell a bit o' that dog too. I was thinkin' that the dog just had t' take a leak, but why go this far out to do it? 'Specially when those Grimm things are around.

(Suddenly, Zwei runs in towards Wolverine, barking frantically.)

Wolverine: Well, speak of the devil…(Wolverine goes up to Zwei who is gesturing back the way he came from.) Where's the kid lil' guy? (Zwei continues to bark, whine, and gesture in towards where he came from.)

Wolverine (inner thoughts): He's panicked. Nothin' good could'a happened. He's pointin' in the way he came. Acts like he wants me to follow him.

Wolverine: Alright Zwei. Show me where the kid is. And let's hope that she's still okay.

(Cut back to Ruby fighting one of the Manticores. She slices it twice with Crescent Rose. The Manticore tries to swat at Ruby, but she backflips away from it, shoots two shots at it midair, and then dashes in to try to finish it. The Manticore tries to sting Ruby with it's tail, but Ruby cuts it's stinger off followed by one of it's wings, front legs and finally the head. She looks up to see Sabretooth with the Nevermore in a headlock preparing to shove it's head into the ground and subsequently impale Ruby. Ruby dodges before the beak could by jammed through her. As Sabretooth smashes the Nevermore's skull into the street, He looks Ruby straight the eye with his same sinister grin. He does his, almost as if to say that she's next.)

Ruby (inner thoughts): H-he just took down a Nevermore single handedly. Those things usually require an entire team to take down, and even then they struggle. Sabretooth killed it in a little over a minute. Doesn't even look like he's broken a sweat. Crap. I'm way in over my head! Way WAAAAAAY over. I...I need my team. I can't do this alone. But they don't even know I'm gone. Still asleep probably. Even if they do notice me missing, they'll probably think I'm on my way back. But I probably won't be. Oh my Gods…I think I'm going to die here. Didn't even get a chance to say goodbye...NO I CAN'T GIVE UP YET!!! I'M NOT GOING TO JUST LAY DOWN AND DIE! If not for me, then for Yang, for dad, for my friends! I'm not going to let this creep kill me and then do the same to my friends. My aura might be low, but I won't let that stop me!!! I WILL DEFEAT HIM!!!

(Ruby's eyes begin to glow silver. Everything stands still. Sabretooth has his eyes still locked on her, his smile still plastered on his face.)

Sabretooth: Now this is interesting. GIMMIE ALL YA GOT RED!!!

(Ruby lets out a battle cry as Sabretooth roars. The two dash towards each other in a silver flash of light. Any Grimm that had come to examine the scene either fled in fear or they were turned to stone. The only thing that could be seen from the two fighters were their silhouettes in the silver light. Ruby slashes Sabretooth with Crescent Rose at the same time that Sabretooth slashes her with his claws. Ruby's aura breaks at the same time that blood begins to be sprayed from Sabretooth's new wound. The Silver light from Ruby's eyes ceases and the two are left standing. Neither seem to be budging.)

Ruby (inner thoughts): That silver light...what was it? I….ugh! My stomach! It stings! Wha…there's something flowing from it!!!

Sabretooth: You did good kid. Someone like you should'a been an easy kill. I actually had to work t' get'chya. But guess what…

(Ruby looks down to see a scratch in her stomach. It's bleeding a deep red, almost black blood. She drops Crescent Rose and brings her hands over her wound, putting pressure down on it. She bends over in pain. Tears begin to well up in her eyes. Everything begins to get woozy for her.)

Ruby: N-n-no…

(Ruby collapses on her knees and falls to the ground. Sabretooth walks up to her, snickering, and picks her up a bit by her hair and hood. She groans in pain. Sabretooth puts one of his claws up to her exposed neck.)

Sabretooth: I could kill you right now lil' red. Decorate the place with you like I said I would. Hell, your blood would prob'ly look pretty fittin' on one o' them statues you just made with that magic eye shit. I wanna do it. Probably would put you outta pain, wouldn't it? But here's the thing, I just know by the look'a you, the smell'a you, the way you were wantin' to run yer ass back to camp, I can tell that you will be more help to me alive. (Sabretooth lets go of Ruby's hair and hood and picks her up, laying her open wound on his shoulder.) My own camp's not far from here. From what I gather, the average person here is just a bit tougher than the average person back at home. You should be able to tough out the trip. There you'll be taken care of. And I will prob'ly have the pleasure of taking care of anyone who comes lookin' for ya.

(Cut back to the White Fang camp. Magneto is meeting with Mystique in a place relatively secluded.)

Magneto: Something about this Roman Torchwick character doesn't rub me the right way.

Mystique: He obviously doesn't care about this White Fang group's ideals. He has to have some kind of ulterior motive.

Magneto: A motive I trust you will be able to find.

Mystique: Please. When I start looking into something, it's inevitable that I will find something, (Mystique shapeshifts into a generic White Fang member) especially when it involves getting dirt on someone.

(Cut over to Roman and Neo's quarters. There seems to be some kind of red and black aura filling the room.)

Unknown woman's voice: So, they claim to be from another universe?

Roman Torchwick: Well, it was enough to make a telepath brake down in tears. Either what they're saying is real or it's a really believable fluff.

Unknown woman's voice: Interesting. I will have to meet these "mutants" when given the chance. They may be of some use.

Roman Torchwick: Well, this Magneto guy was able to shake the whole base, so yeah, guess you can say that.

Unknown woman's voice: Enough with your quips Roman. It is getting close to time for you to enact our plan.

Roman Torchwick: Yep. When I'm done, Vale'll either be overrun with Grimm or I'll be embedded into the place, ready for the biggest checkmate of the century. (A sudden "whoosh" is heard. Roman looks back to see the flaps of his tent subtlety moving.) That's weird. (To Neo) Neo, you see anything? (Neo shrugs her shoulders.) What do you mean "I don't know?" That's a yes or no question.

(Cut away to Mystique still in her White Fang disguise still listening in on Roman. She is clearly shaken by something.)

Roman Torchwick (from tent): Yeah, maybe it was just a cave breeze. I guess that's what you would call it.

(Cut back to Roman and Neo's tent.)

Roman Torchwick: You sure it wasn't something moving around out there? I find it hard to believe that a "cave breeze" can move much of anythi-- (suddenly, something is thrown against the tent, causing the tent to collapse. Roman and Neo scamper out of the tent. Roman is particularly furious.) WHAT THE HELL!!!

(Roman sees that his tent's assailant just happens to be Sabretooth.)

Sabretooth: Hey Roman, brought ya back somethin' from my stroll. You should prob'ly get that tent o' your's fixed.

Roman Torchwick: Y'know, between the jackass with the dome on his head calling me "the guy from "Clock "Woik" Orange", that blue chick pointin' a gun in my face, and now you wrecking my tent, I'm startin' to think that you Mutants have overstayed your welcome.

Sabretooth: Awww. You ain't even gonna lookit what I got'chya?

Roman Torchwick: Fine. Neo, let's see what the fleabag threw into our tent. (Neo overturns some of the tent. She's surprised at what she finds and pokes at Roman to look at it.)(To Neo) What? Is the dead bird that Fido right here brought in so important that I need to--Jeez...Poor Red. She's a pain in the ass, but damn.

Sabretooth: She was snoopin' 'round not far from here. Had the smell o' some people that'll cause us a bit o' trouble. Might wanna get her to a medic, keep her alive for a might longer. Use 'er as bait.

Roman Torchwick: Y-yeah. I'll do that.

(Cut back to Wolverine and Zwei. They come across where Ruby and Sabretooth fought. Wolverine walks in slowly, taking in the sights of the wreckage left behind by the two fighting and the petrified Grimm statues.)

Wolverine (inner thoughts): What the Hell happened here? (He touches one of the petrified Grimm. The stone begins to fall apart like rotten wood.)

(Zwei begins to bark at Wolverine. Wolverine looks up and sees that Zwei is next to Crescent Rose and a small puddle of blood. Wolverine walks over and examines it all. He sniffs and then picks up Crescent Rose.)

Wolverine: Yup. That's her's alright. (He sniffs again.) And I thought that howl from earlier sounded familiar, 'cuz I'm also smellin' a bit o' Sabretooth around here. (Zwei begins to wine anxiously.) Kid's in big trouble, better start haulin' ass. Might be able to save 'er. (He begins to run, following an small blood trail and a faint scent trail left by Sabretooth and Ruby with Zwei hot on his tail. He also activates a small comm device in his cowl.) Better call the others also. Hopefully my comm device'll still work here.

(Cut back to where the X-men and team RWBY made camp. Cyclops is woken up by his comm device.)

Wolverine (over comm): CYCLOPS! SUMMERS! WAKE YER ASS UP!!!

Cyclops: L-Logan? Why are y-- (He looks over and sees that Ruby and Wolverine were not at camp.) Where are you and Ruby?

Wolverine (over comm): That's exactly what I'm callin' you about. Kid went out at sometime and I think she ran into Sabretooth.

Cyclops: WAIT WHAT!!!

Wolverine (over comm): Trackin' them down now, but knowin' that Sabretooth's prob'ly camped out with the rest o' the Brotherhood, I'm gonna need backup.

Cyclops: We'll be there.

(Cut to the White Fang Base. Most of the White Fang members there are loading up a train that had been abandoned along with the city. Roman has gathered the Brotherhood to fill them in on the plan.)

Roman Torchwick: So some of my guys are going to hold Lil' Red off to the side, far enough where her friends'll have to at least split up to get her. Then again that depends on how expendable Ozpin's goons and your X-men think she is.

(Juggernaut raises his hand like a dopey grade schooler.)

Juggernaut: Uh, hey Clock Woik Orange guy, I gots a question.

Roman Torchwick: Ugh, yeah, what is it dumbass.

Juggernaut: Who's dis Ozpin guy?

Roman Torchwick: Guy who doesn't like my people who has some people of his own. Does that make sense to ya or do I need to slow down a bit?

Avalanche: Well that explained Jack and Shit.

Magneto: The girl will divert the attention of some of the X-men. Charles Xavier was not a believer in acceptable losses. That trait has been passed onto his students.

Roman Torchwick: Great, so we know we'll have some heat taken offa us. And for the ones who do go after us, I'll need you guys to keep 'em busy. At least keep the train running until we make it to Vale.

Sabretooth: You never told us what you were packin' on that train. What's important enough for you wimps to come to this Hell hole in the first place?

Roman Torchwick: Well big, hairy, and nasty to be frank, it's the Grimm.

Mystique: That's strange. The convoy we saved* when first got here said that those things can't be tamed. They also disintegrate when you kill them, so there's nothing you can harvest off of the .

Side bar: *as seen last ish.

Roman Torchwick: That is correct Blue Broad. What we're trying to do is guide the Grimm to Vale so they can cause chaos. Get it in the minds of the people that the White Fang is nothing to be trifled with. That will be made even more evident when you guys come in and wreck shop with your, might I say, insane power.

Magneto: Might I remind you, Roman, that we are not just mere pawns.

Roman Torchwick: Well from what I've seen Mags, can I call you Mags?

Magneto: No.

Roman Torchwick: I'mma call you Mags. From what I've seen, a good amount of your troupe here doesn't have all that much brains.

Pyro: Well, someone's feelin' ballsy.

Roman Torchwick: Not saying all of you don't have smarts, just the observable majority. I, on the other hand, have a bit of a high IQ. Enough to lead all these other bozos. It's why the White Fang higher ups let me lead the majority of the operations over in Vale. So rest your little head Mags. I'm not enslaving you guys, I just happen to be a mastermind damn good at masterminding and I like to flaunt it. Everything'll be ready within the hour. Make sure you're on that train when it starts moving.

(Roman begins to walk away, leaving the Brotherhood to their own devices.)

Mystique: Arrogant prick.

Pyro: I can use that cigarette that he has to create a flame big enough to barbecue him.

Magneto: That won't be necessary Pyro. I have grown quite a disdain for him also, but we need him to get to this city. Some civilization is better than none, and we can find some more like minded individuals. Perhaps more of this White Fang group, more members that are actually Faunus.

Juggernaut: I stills thinks that he's hidin' somethin' from us.

Magneto: He is. Mystique relayed it to me earlier tonight. While in his tent, it seems that Roman was speaking to a peculiar figure via what seemed to be another type of Grimm. A woman with ghost pale skin and veins flowing with the same blackness that makes up the Grimm. Roman is an ally of hers, perhaps even a servant, and both are using the members as the White Fang as pawns. So it seems their pure endeavour has been corrupted by evil. Maybe it was destiny for us to be transported here. To right these wrongs and to give these Faunus the world they deserve before returning to ours to claim it.

(The brotherhood is quiet for a moment, until…)

Juggernaut: I was just gonna say that I was a hundred poicent certain that he was the Clock Woik Orange guy, but your thing works too Mags.

Sabretooth: Juggernaut, c'mon. The joke's old.

Juggernaut: I AIN'T JOKIN'!!!

Magneto: Enough. We must get ready to board the train. Lest we wish to be left behind.

(Cut to a group of four White Fang members guarding Ruby who is tied up and unconscious. Her wound is cleaned and is beginning to heal which is visibly seen because of her aura. All is calm until Zwei pops out from the shadows and begins to bark at them.)

White Fang member 9: Is that a dog?

White Fang member 10: Why's a dog here? I'm pretty sure Adam said we couldn't bring pets along!

White Fang member 11: It's probably a stray.

White Fang member 9: No, it can't be. It has a collar on.

White Fang member 11: Maybe it's owner got ate by Grimm.

White Fang member 12: Will you guys just forget about the dog and focus on guarding the girl?

(Wolverine begins to creep up on the group from the shadows.)

White Fang Member 10: Why? What's she gonna do? She's wounded, unconscious, an' she ain't got no weapon.

White Fang member 12: It's what we were ordered to do and dammit, we're gonna-- (Suddenly, Wolverine jumps out from the shadows and slams the 12th White Fang member's face into the ground with enough force to break his/her's aura and knock him/her out.)

White Fang Member 10: WHAT THE--

White Fang Member 11: It's one o' the girl's friends!

White Fang Member 9: KICK HIS ASS!

(Wolverine pops out the claws between his Knuckles with a "SNIKT".)

Wolverine: I wouldn't try that if I were you bub.

White Fang Member 10: Y'think that flashing yer semblance at us is gonna scare us?

White Fang Member 9: I'm gonna pump you full'a lead!

(The 9th White Fang Member begins to fire his gun. Wolverine dodges the bullets and then cuts the gun into pieces with his claws. The White Fang Member is shocked, this gives Wolverine enough time to slash him twice, breaking his aura, and then dispatching him with a kick to the stomach. The other White Fang Members begin to shoot at him. Wolverine dodges most of the bullets, but one hits him in the shoulder. He grunts in pain, but shrugs it off as his shoulder begins to rapidly regenerate and push out the bullet. Wolverine slashes the 10th White Fang Member twice before stabbing him through the bicep. The White Fang Member screams in pain before Wolverine throws him at the other White Fang Member. That White Fang Member dodges the body and continues to shoot at Wolverine. Wolverine rolls forward and cross slashes the White Fang Member, breaking his aura. He tries to retaliate, but Wolverine slashes upward and cuts his/her face.)

White Fang Member 11: AAAAARGH!!! MY FACE! (He/she falls on the ground and curls up in a fetal position while holding his/her face.)

Wolverine: Told ya you didn't want to try it. Should'a listened.

(Zwei jumps on Ruby and begins to bark and lick her face. Ruby begins to wake up.)

Ruby: Wha--z...Zwei! How did you find m-- Logan?

(Wolverine walks over to Ruby and lays his claws on her restraints.)

Wolverine: Hold still. (His claws cut through Ruby's restraints like butter.) And I think you'll need this. (He hands Ruby Crescent Rose.)

Ruby: Thanks. Where are the others?

Wolverine: They're coming.

(The issue ends with Team RWBY, Oobleck, and the rest of the X-men coming across the entrance of the White Fang base.)

End of Issue #2