Hello everyone! Pardon of my lack of update on Friday since I'm preparing for finals. I have my other class projects. So sorry if I'm not making it on the day I said I would do it. Anyway, enjoy the chapter.

Disclaimer: Sonic goes to SEGA and RWBY goes to Rooster Teeth and Monty Oum!

We see Ruby being thrown across the floor by Roman. Seems Ruby is on thin ice now!

Roman who is laughing at her. "Wow! You are much more manageable without that over-sized gardening tool of yours."

Ruby gets up and charges at Roman, which he simply sidesteps, sending Ruby stumbling across the floor. "Grrr…"

Roman laughed again. "Oh man. You know, Perry, I really did need this."

Perry raises his thumb in agreement as Roman laughs.

Then Roman walks over to Ruby and aims Melodic Cudgel at her. "But seriously. How'd you find this place, Red?"

Ruby growls and then uses her Semblance to escape Roman and start running for an exit. Roman then gets up smiling, spins Melodic Cudgel in his hands and aims the handle at Ruby. He then fires the handle, which doubles as a grappling hook, at Ruby, catching her by her hood and allowing Roman to pull her back.

"I see you've got some tricks up your sleeve! Let me make this clear: We're not through here yet." A massive explosion sounds, causing Roman to look up. "Oh, what the... Perry, if you and the boys could take care of that? Kinda in the middle of something."

Perry nods and goes off to investigate the explosion just as another one sounds.

"WHAT is going on here?!" The Criminal Mastermind asked in annoyance.

-Music: Cold War (The Amazing Spider-Man 2)-

A third explosion sounds and multiple White Fang members come running around the corner, some firing at an unknown enemy. Weiss, Blake, Yang, Zwei, Sonic, Tails, Knuckles, Shadow, and Oobleck run around the corner, much to Roman's annoyance. Ruby decides to take thing moment to try and escape, jumping on Roman's shoulders, then fleeing towards her friends.

"Somebody kill her!" He commanded.

Roman and the White Fang members around him open fire on Ruby, which she dodges and weaves between.

Sonic's eyes glowed a bit as his Caliburn had a white glow. "Oh no you don't Roman! Shirokko taifū (Sirocco Typhoon)!"

A huge gust of red wind sent Roman and the White Fang Members flying all over the place hitting the some the walls of the ruins breaking them. Roman hit the back of the train leaving him dazed, surprising he managed to recover from Sonic's attack and ran to the train.

Roman turns angrily to the White Fang member next to him. "Attach this cart and spread the word: We're starting the train."

The White Fang Member was surprised about the sudden order. "But we're not finished!"

Then with his patience at an end, Roman pins the White Fang member up against the wall with Melodic Cudgel. "Do it or you're finished!"

Ruby screeches to a halt as she realizes she's running towards a group of White Fang members. A huge explosion appears behind the White Fang members, sending them flying and reveling Yang behind them.

"Ruby!" Sonic and Yang called to the Reaper Girl in unison.

"Are you okay?" Weiss asked.

Ruby nods. "I'm fine, I'm fine! But listen! Torchwick's got all kinds of weapons and robots down there."

"What?!" Blake exclaims in surprise as she hands Ruby her weapon.

"Androids, mechs, they're all loaded up on the train cars!" Ruby said loading her weapon.

"Ahhhh, that's ridiculous. These tunnels are sealed, the tracks lead to a dead-end." Oobleck said in disbelief.

"Get to your places, we are leaving now!" Roman said over the speakers.

The train starts moving towards the tunnels.

"Well, it sounds like they're going somewhere." Sonic stated.

Ruby grabbed her scroll. "We need backup. Let me call Jaune."

"We have no signal in here, it's pointless to call Jaune." Tails said to Ruby.

"So, what do we do?" The Ice Queen asked.

Oobleck glanced at the train. "I believe we only have one option…"

Ruby and Sonic turned around. "We're stopping that train!"

(Music Ends)

-Music: Radical Train [The Chase] (Sonic the Hedgehog 2006)-

Now, the train rushing through a tunnel, loaded with mechs. A White Fang member standing on the train hears a noise and looks outside the train to see rose petals. He brings out a communication device.

"I think they're on the—" The White Fang member falls down as Oobleck hits him in the head with his weapon.

Then with Roman in the front of the train as a White Fang member rushes in.

"Boss! They made it on the train!" A White Fang Member said to his boss in a panic.

He sighed as he shook his head. "Then grab some cargo and get them off the train!"

The White Fang member nods and leaves to follow Roman's orders.

"Man, animals, every one of them." The Criminal Mastermind muttered in annoyance. Then he looks awkwardly at the White Fang member sitting next to him. "Not you though, you're, heh, you're great."

Now to Team RWBY, Team SSKT, and Oobleck standing on top of the train.

"Hurry, children! We must get to the front and stop this train!" The Caffeine Teacher said to the two teams.

Weiss sees something blinking. "Err... Professor?"

Oobleck had a deadpan look. "Doctor…"

Weiss points down a hatch into the train. "What's that?"

Oobleck kneels down to take a look. "That my dear... appears to be a bomb."

Team RWBY and Team SSKT all cringe away from the hatch.

Shadow unsheathed his Arondight. "We've got enemies!"

Dozens of White Fang members can be seen climbing onto the top of the train.

"Well, I didn't expect them to go—" The Doctor stopped.

The bomb with an Eggman Logo underneath them charges up and starts beeping.

"FUCK! The bomb is activated! Haul ass!" Knuckles cried running ahead.

As Team SSKT and Team RWBY start running away, Oobleck stops Blake.

"Blake! Detach the caboose! It will kill us all!" Oobleck said to the Cat Faunus.

Blake nods. "On it." Blake jumps down onto the connectors and gets ready to cut the connection, but as she does, the connection comes loose on its own. "Huh? It decoupled itself!"

"What?!"

"I guess he really doesn't want us on this train." Yang mused at this.

As Oobleck looks back at the detached cart, it explodes in the tunnel. "That's not good…"

Ruby is now standing next to another open hatch. "Err, neither is this!"

Tails was surprised at this. "Another bomb?!"

Oobleck looks around, then runs to the next train car. "No. No. No." He opens all the hatches. "They ALL have bombs!"

"WHAT?! WHAT IN HELL IS THIS?! THIS ISN'T JAMES BOND!" Knuckles shouted angrily.

The bomb under Team RWBY charges up and starts beeping and the cart they're on detaches itself, forcing Team RWBY to run to the next cart as Team SSKT was ahead dealing with the enemies.

"This doesn't make sense!" Shadow said balling his fist tightly in frustration.

Oobleck then turns around and watches the detached train car explode, only this time, it creates a hole allowing multiple types of Grimm to emerge. "Oh, dear…"

The horde of Grimm begin advancing quickly toward the runaway train.

Knuckles whipped his head behind him as he felt vibrations under his feet. "He's leading the fucking Grimm to the city!"

Weiss didn't get that. "What?"

"It's the cars! They detach and explode, creating openings for the Grimm!" Oobleck stated.

Tails shook his head. "That's insane! Eggman and Roman are putting their plan on catastrophic levels right now!"

Another train car detaches itself.

Oobleck turns to Team RWBY. "We have to hurry! Tails, Blake, Weiss, Shadow, Yang, and Knuckles. You three, go below and try to stop those bombs!"

Ruby looked at their teacher. "What about us?"

Oobleck looks at Ruby and Sonic. "We're going to stop this train."

"Divide and conquer Ruby! It's up to us to hold the top and theirs to stop the train! Keep up!" Sonic said to her as he glanced forward.

The group moves forward. As the train continues towards it destination, White Fang members start to pilot multiple Atlesian Paladin-290s, and jump to the top of the train. Ruby, Sonic, Zwei, and Oobleck are shown running. A Paladin is seen charging towards them.

"We got a problem Doc!" Sonic said seeing it coming towards them.

Oobleck takes a sip from his thermos before transforming it into its weapon mode, a small flame burning at its tip. Zwei barks, prompting he's ready for an attack. He jumps and flips in the air, and Oobleck bats him, turning him into a small fireball. The Paladin is seen shooting, only for it to get knocked off the train by the combination attack. The Paladin tumbles on the train tracks, and then explodes when it hits a barricade. Another Paladin appears in front of Zwei, its guns aimed at him. Suddenly, multiple fire attacks hit it, and Oobleck swiftly knocks it off the train as well.

(Music Ends)

Down below, Yang, Knuckles, Shadow, Weiss, Tails, and Blake enter the train car.

"Let's stop this crate!" Knuckles said spinning his sais.

"Be wary… I can feel some pretty strong foes up ahead." Shadow said seriously slowly walking ahead as his red irides vanished as he blinked.

Weiss then reaches into her pouch and gives Blake a magazine filled with Dust vials. "Here, this should help you."

Blake slides the mag into Gambol Shroud, and then the three of them charge forward. Suddenly, they are stopped when Neopolitan drops from the ceiling and stands in their way.

Yang had a serious look. "You guys go on ahead. This one's mine."

Knuckles popped his knuckles and neck. "I'll help you out Fire Girl, I've been itching for a fucking fight all day!"

-Music: Rising Dragon (Naruto Shippuden)-

Blake, Tails, Shadow, and Weiss proceed forward. As Neo prepares for their attack, Yang fires a round to distract her, allowing the four to continue. Yang and Knuckles then steps forward toward their opponent, staring down as Neo gives a sinister smile. Yang unleashes a ranged shot, prompting Neo to flip backwards so as to avoid the blast, landing in a crouch. Yang proceeds to walk up to Neo as she stands up, where the two stare at one another, Neo with a smile and Yang with a frown. Yang tightens her fist, and throws a simple forward punch towards Neo's face, which is deflected with a white flash of unknown origin from Neo, causing Yang to stumble back. Neo opens her parasol, and the fight dashes forwards, unleashing a flurry of several punches, resetting each time instead of redirecting her blows, as Neo simply dodged each attack, moving her body swiftly in order to avoid them in a very laid back, but extremely effective style. With every unsuccessful punch, elbow, and kick, Yang continues moving forward as her last three blows bring her to a knee, where she attempts a roundhouse kick, allowing Neo to deliver a spinning hook kick, knocking Yang to the ground, the former's guard completely open on the left side. While on the ground, Yang growls in anger, to which Neo responds by performing a drop kick. However, Yang dodges by rolling away, and subsequently springing up to attack once again. Neo counters through a pull in redirection of force technique, pulling Yang's arm in with her own left arm, and performing a well-executed ax kick to hit Yang on the chin, before kicking Yang in the stomach with a perfect side kick. Neo then begins pushing Yang back via her parasol, now on the offensive, as Yang tries to counter her movements with Ember Celica. Neo is able to effortlessly push Yang back against a wall, until the latter shoots a blast directly towards the former's feet. Neo, however, simply backflips effortlessly, then barely evades Knuckles' kick as she lands perfectly on a metal container, before sitting, waiting for Yang and Knuckles' next attack. As Knuckles approaches her, Neo smiles, taunting him, before Knuckles unleashes another attack. Neo counters, and begins kicking Knuckles back making him hit the crates. Yang unleashes another blast from Ember, which Neo blocks. The two spar briefly, hand to hand, before Yang grabs Neo's foot, and pulls her closer to throw her, only for Neo to perfectly counter, before grappling Yang and using her momentum to throw her into the ceiling, knocking her unconscious. Neo slowly approaches, pulling out a small, cylindrical blade from her parasol. As Neo raises the blade, ready to kill Yang, then a fist struck her cheek as Neo lands rubbing her cheek. She glances at Knuckles whose outline was green, he smirked as he signaled her to come at him. Neo did just that as she did a hook kick which Knuckles caught her foot but Neo tried using her momentum to bring the red fighter down but Knuckles gripped Neo's legs and did a axe kick on her back. Neo recovered with a dark smirk on her face as she waited for Knuckles to have the next move. Knuckles charges at Neo at blinding speed which Neo's eyes widen a bit as she moved out of the way from his punch which broke the crate that she sat on and then a medium sized hole was on the floor. Knuckles who glanced at her with white eyes with his green aura flaring as his Jeidomōdo o bureijingu (Blazing Jade Mode) had a thumbs up then it was thumbs down. This didn't affect Neo as she had her parasol's cylindrical blade; Knuckles grabbed his sais as they had a red glow. Neo and Knuckles charge at each other as their blades clashed as they were in a sparring session till Knuckles missed Neo as her blade coming to his head Knuckles moved out of the way getting a cut on his cheek, blood oozed from the cut as. Knuckles grits his teeth baring his canines; Neo smirked with satisfaction but then she suddenly received a kick to her face, Knuckles entered a rapid fury of punches and kicks and then Knuckles ended his combo with an axe kick on her chin sending Neo to the ceiling and knocking her out. A mysterious masked lady clothed in black and red drops into the car from a portal. Then Knuckles glanced at the mysterious arrival as she sees Neo laying there and glances at Knuckles who had a black eye and a couple of cuts on his face. The mysterious arrival went in the portal and vanished.

Knuckles' aura disappeared as he blinked. "...what the hell is that?"

(Music Ends)

In the next train car, Blake, Tails, Shadow, and Weiss are seen running, and then look at each other when they hear the sound of revving up ahead. A figure is then seen dragging a chainsaw along the floor. The camera pans up revealing the figure to be the White Fang Lieutenant.

"You go on ahead!" Shadow and Weiss said in unison.

Blake and Tails nods. "Got it!"

The Lieutenant chuckles menacingly as he holds up his chainsaw. The two Huntresses and Huntsmen-in-training charge forward, with Blake deflecting an attack as Weiss flips backward. Weiss then delivers multiple strikes at the Lieutenant, knocking him down. She then smiles at Blake and Tails as she proceeds to the next car. The Lieutenant gets back up, again chuckling menacingly.

-Music: Sand Ocean (F-Zero GX)-

White Fang Lieutenant grinned evilly behind his mask. "Finally, I get to kill a Schnee…"

Weiss holds up Myrtenaster en garde and Shadow holds up Arondight. The Lieutenant runs towards Weiss as she raises her weapon defensively before using Myrtenaster to draw a pale blue circle in the air, forming a force-field. Cyan shock waves radiate from the center of the force-field as the Lieutenant tries, in vain, to saw through it. Weiss then knocks him back with a slash from her weapon. He attempts another overhead swipe, but Weiss points her weapon downwards and lets the chainsaw simply run down the side of it, creating sparks but missing her completely. She then spins and slashes him again, knocking him back. She flips gracefully over him, slashing at his head and landing on the other side of him. He gets up and spins around, viciously swiping towards her sideways with the chainsaw. She acrobatically lowers her body underneath it, dodging the blow and back flipping out of range before attacking in a series of slashes and stabs that throw him into the air and back onto the ground. She flips over him, facing him from another angle. Rising from the ground, he slashes towards her, but she ducks out of the way. After attempting another overhead slash, which she dodges again, he manages to briefly knock her back after the two weapons clash. However, his subsequent kick towards her meets only a pile of boxes, as she leaps onto the ceiling. She spirals downwards with her weapon outstretched, but he steps out of the way. She lands, before getting up, deflecting one of his attacks, performing a backflip and countering with a stab of her own, which sends him flying backwards. As he stands back on his feet, Weiss holds Myrtenaster in front of her and concentrates, mixing yellow Dust with a glyph to create a haste glyph beneath herself. Utilizing her speed powerup, Weiss charges forward and creates a series of glyphs that surround the Lieutenant. She leaps and begins ricocheting off each of the glyphs, slashing him extremely quickly each time she passes him, knocking him to the ground. Creating another glyph, Weiss attempts to stab him where he lies, but he rolls backwards, preventing her from doing so. She jumps in the air in order to attack him again, but he grabs her face before brutally raising her above his head and slamming her into the ground, causing debris to be flung around. He then throws her into the air and slashes at her with his chainsaw but Shadow roundhouse kicked him and then caught her. Shadow lets out a growl as his eyes glowed red a bit as he gently laid Weiss down on the wall next to the door. The Lieutenant charged at Shadow which his hand turned black as black orbs appeared as Shadow used his Burakkukaosusupia (Black Chaos Spear) which made the Lieutenant skid on the floor and then Shadow kicked his face knocking him back but the Lieutenant swung his chainsaw trying to slice Shadow's head off but it was worthless since Shadow became a black blur spinning around him causing black flames to form and then Shadow's sword turned it's MP 18 gun form and shot bullets which made the Lieutenant roll over behind the crates as Shadow's gun turned back to sword mode as he turned into a shadow and went to the dark corner of the room. The Lieutenant rose from his hiding place finding Shadow gone. Then Weiss was still knocked out, he lets out a chuckle as he revved his chainsaw getting ready to finish her but then the sound of a sword piercing flesh rang breaking the silence as the Lieutenant looked at the black sword which was at his chest, then Shadow ripped his blade from his chest as he fell.

"How pathetic…" Shadow said spitting on the Lieutenant's dead body as blood oozed out.

(Music Ends)

In the next train car, Blake and Tails stops and grits her teeth when they're greeted by a familiar foe.

"Hello, kitty cat and fox freak You miss me? You know, we really gotta stop meeting like this. People are gonna talk…"

Blake feints and uses her Semblance combined with dust to create a fiery shadow of herself. Roman strikes it and it explodes, propelling him into the air. Blake jumps up and delivers some mid air strikes to knock him down, then lands in a fighting stance. Roman fires a blast from the Melodic Cudgel, and Blake uses dust to create a stone shadow of herself to take the blow. She leaps overhead and prepares to strike, only to feint again and create another shadow of herself with her Semblance. Roman blocks a flurry of attacks from Blake and tries to strike her with an overhead blow, but she dodges back and creates a frozen shadow that traps his weapon. As he tries to retrieve it, Blake performs a vertical slash that sends a shock wave down the train car, destroying the ice sculpture and knocking Roman into the door where he drops his weapon and then Tails did a butterfly kick sending him to the floor and then made contact with him as he did his Raitoningu rasen maru (Lightning Rasengan) electrocuting him making Roman yell in pain as spin and hit the door, he tried to get up but to find Blake's foot on his chest.

Roman chuckles nervously before his voice gets a dramatic change in tone. "Why are we fighting? I saw you at the rally, we're on the same side and you know it…"

"Zip it Roman! You're finished!" The Fox Boy barked holding his sword aiming it at his neck.

Roman cringes but chuckles. "Oh, still feisty. Soooo, what are we gonna do now? You think a little bow on top is gonna make people forget who you were? What you've done...?"

Tails sent a glance at Blake who was gritting her teeth at his words, Blake hears the door from leading to the previous train car open behind her, to see Shadow carrying Weiss. "Shadow! Thank goodness! What happened to Weiss?"

"Don't worry about her, she's just unconscious." The Dark Knight said looking at her.

-Music: Egg Emperor (Sonic Heroes)-

Back to Ruby, Sonic, and Oobleck, the Doctor dodges a couple swipes from the Paladin, and then runs to the top of its head, and shoots it in its engine before jumping back down. Ruby then twirls Crescent Rose around a few times, and then she and Oobleck fire simultaneously at the Paladin's feet, knocking it off the train and Sonic fires a . The both of them then switch positions.

"Ruby! You go on ahead to where Sonic is!" Oobleck said to her.

"But-"

"Don't worry, Ruby. It's time... I teach them a lesson…" The Doctor said seriously.

The Doctor then goes to take on two oncoming Paladins. Before she leaves, Ruby notices the saddened Zwei looking up at her. She then smiles and motions him to go join his new friend.

"Go."

With that, Zwei expression changes dramatically and barks happily before running off to fight alongside the Doctor. Ruby then hurries to the front of the train. The remaining members of Team RWBY and Team SSKT then reemerge from the train cars to rejoin their leader. Ruby is seen with a worried face as the fast-approaching train is about to make a head-on collision with a heavy duty wall up ahead.

"What do we do?" Blake asked.

Ruby and Weiss smile at each other, and the latter forms an ice shield to protect her teammates then Knuckles made a rock shield over everyone, bracing themselves for the impending crash. The train crashes into the wall, the explosion causing the screen to go white.

The camera then switches to Sonic's first person perspective as he recovers from his shell shock. He hears the sound of an emergency alarm blaring as his vision comes back with buildings into his view. Sonic turns his head to the lower right and sees Blake and Yang slowly getting back up, then Tails and Knuckles coughing as the dust settles. He turns his head again and sees Weiss and Shadow sitting up against a large piece of debris, who also gives a thumbs up at their team leader signaling they're okay. Then Sonic stands up. The team of huntresses and huntsmen then notice, much to their worry, that they have returned to the central part of Vale, and multiple civilians in the area notice them among the debris. Ruby then hears the sound of low rumbles and growls from behind them. Suddenly, a giant King Taijitu emerges from the hole, and multiple Grimm start pouring into Vale. The civilians scream as they attempt to flee the chaos. The sounds of screams and roars fill the air, and all Team RWBY and Team SSKT can do is watch in horror. Cut to a close up on Ruby, her expression changes from worried and scared to angry and determined. The alarm continues to blare but then a golden glow came from Sonic.

"Boys! We got a horde of Grimm to clean up! So let's do this! Knight Style!" Sonic said with a grin as his golden aura expanded.

To Be Continued...