AN: Let's get to it.

Pyrrha being made to fight twice in one class doesn't make much sense (and neither does her fighting 4 on 1 but we discussed that). Also I thought I'd take the opportunity to actually start building up Yang and Mercury's rivalry outside of the OP's.

I hope Cinder didn't come across as too villainous in her conversation with Pyrrha, though it was meant to hint at some of her own backstory with power, and not having it. But hopefully it felt like a friend giving another friend advice.

As I said last time, I like Jaune in this arc, and one of the things I like is the efforts by M&K to make his feelings for Weiss feel genuine and sincere. I just wanted to give it an extra push and have him go a little deeper into her personality as a person. Have him point out the reasons for her coldness.

Few things. Yang claims she's gonna be turning heads, but the only person we see her dance with is Blake. So I dropped that line of her having a bunch of people wanting to dance with her. And since Jaune's supposed to be a good dancer, I don't see not having a date preventing him from dancing with his other stag friends (and I can totally see Yang sending him over to dance with Ruby). I also just think the idea of Ruby stumbling around on heels while trying to dance with Jaune would be cute and funny. And finally, Ruby's Pyrrha's friend, so she sends Jaune her way.

As for Cinder's infiltration, first of all, I'm guessing Emerald didn't have a semblance until Volume 3, otherwise she definitely would've used it like I have her using it here to give Cinder and alibi for the attack on the CCT. Also there's no awkward Cinder jumping on "rooftops" scene here because the CCT is beacon tower, so all she has to do is sneak through the halls. Also added the hood to her disguise because the mask wasn't enough, and (just thought about this) it can add to her status as Ruby's shadow. And Cinder uses fire magic here because in canon Glynda claims the person who broke into the CCT and the person she fought when she met Ruby sounded like the same person, even though Cinder used two completely different methods of attack in those two scenes, so Glynda's statement was BS.

Now for Jaune knowing Pyrrha has a crush on him. First of all, she basically screamed it at him on the balcony, after that it just got ridiculous. Second, the "girl has crush on guy but guy is totally oblivious" trope is really cliche and I wanted to subvert it. Third, this clearly defines their relationship. They could have something together, but for now it's on hold. And finally, this gives Jaune and Pyrrha something to lose if things go poorly during the tournament. Sure hope nothing bad happens to either of them.


"Was anyone else with her? Did she look familiar to you at all?"

"I... I don't know." Ruby looked nervous "She was wearing a hood and mask, and she never said anything to me. But she used fireballs on me, and I think she may have also been able to control wind somehow? I don't think that was her Semblance, though. Her eyes lit up whenever she attacked."

Glynda looked at Ozpin knowingly "That sounds like... the woman I fought the night we met Ruby."

Ruby thought she heard the briefest of pauses in that statement, but Ironwood continued his discussion "Didn't you say you thought you knew her?"

Ruby continued to fidget "I thought she looked like a student I know from Haven, but it couldn't have been!"

"You said she looked like Cinder Fall" Ironwood insisted, pulling up a picture of the young woman on Ozpin's desk. "But you're right, it couldn't have been her. Multiple people saw her during the dance when the attack was taking place, Glynda and Ozpin included. I almost ran into her myself while going to investigate."

"That's right!" Ruby nodded in relief "I even saw her myself right before I left! It was dark, It was probably just someone who looked like her."

"We'll keep an eye on her just in case." Ironwood concluded "But it's likely the assailants attacks were fueled by Dust. Embedding Dust into clothing or even one's own body is an age-old technique. It could have been anyone."

Ruby suddenly had an idea "Wait. You think this girl is connected to Torchwick and the White Fang?"


"Well there we have it." Ironwood said as soon as Ruby left "The woman who attacked Ruby is the new Maiden. We send as many troops as we can to the southeast, find out exactly what's going on, and eradicate any forces that stand in our way. And with luck, we'll discover the true identity of that woman."

Glynda growled in frustration "Why must your answer to everything involve a triumphant display of military bravado!? You treat every situation like it's a contest of measuring di—!"

"Glynda!"

"Well, he does."

Ozpin continued "She's right. As much as I too would love to end this situation once and for all, we must remember that this may go beyond Vale. Beyond Beacon. And if this truly is part of some new master plan of hers for which we know not the final move, we mustn't be so bold. Nor can we risk the spread of panic."


"That wasn't exactly uplifting." Yang snarked

Blake shrugged "But it's the truth."

"It's gonna to be tough, but I know we can do it!" Ruby encouraged "We've never backed down before, and we're not going to start now. Besides, it won't only be us out there! We'll be fighting alongside a genuine Huntsman!"

"Why, hello girls! Who's ready to fight for their lives?"


"Well, alright, then! Looks like we're going to save the world with Doctor Oooobleck- okay yeah when you say it out loud it sounds worse."

'Save the world?" The girl's turned to see Team JNPR approaching.

"You're going on world-saving missions without us?" Nora moaned dramatically "I'm hurt... sad! Maybe a little hungry? That last one's not your fault, though, Ren…" (AN: I know this line's mostly just for the LOL's, but doesn't it make so much more sense now that JNPR's been on all the other "world-saving missions"?)

Jaune stepped forward seriously "You guys are investigating the White Fang's base in the southeast right? We might be able to change our mission to join yours."

"We'll be fine!" Ruby reassured "Ozpin's already bending the rules by sending us!"

Pyrrha put a reassuring hand on Jaune's shoulder. "It's alright. Ren and Nora really wanted to visit that nearby village."

Ren nodded "We set out tomorrow."

"Then you can party with us tonight!"


"When I said I wanted to honor my family's name, I meant it. But, it's not what you think. I'm not stupid. I'm fully aware of what my father has done with the Schnee Dust Company. He married into the Schnee name, and since he took control, our business has operated in a... moral gray area.

"That's putting it lightly."

Weiss continued, annoyed "Which is why I feel the need to make things right. My grandfather started his career as a huntsman. He explored the world and learned the struggles of others, and always kept that in mind in his business practices. It made him the generous man he was, while also helping him learn how to lead. I came to Beacon to emulate and honor him. He was not the start of our name, and I refuse to let him be the end of it."


"Hey! Hands off!"

Ruby pulled away from the White Fang Soldier, then rushed forward and punched him in the chest. The man went sprawling, but Ruby shook her wrist, not used to the sensation of unarmed combat.

She prepared to run, only to find her ankle snagged. She turned to see a diminutive woman with a parasol standing over her. Ruby attempted another strike, but the woman easily sidestepped her, and playfully swatted her on the rump with the parasol. Ruby made another passed, and this time felt the parasol clothesline her, knocking the wind out of her, and bringing her to her back. The woman grinned as she brought her boot down on Ruby's head.


"That seems to be the last of the cars with bombs on them!" Oobleck called, looking down into the train car and finding no bomb underneath. He and team RWBY had fought their way through 20 or so White Fang soldiers in an effort to escape the cars that were derailing.

He then turned to Weiss, Blake, and Yang. "You three head below and make you're way to the front. With luck, you'll run into less opposition and get their faster than Ruby and me. We'll continue towards the top from the roofs!"

As the three older girls went below, Oobleck noticed a sad look on Ruby's face. He followed her gaze, and saw that she was looking sorrowfully at what appeared to be a battle behind them. Likely the White Fang soldiers who'd fallen from the train attempting to fight off the horde of Grimm.

He placed a comforting hand on her soldier. "Using the Grimm as a weapon is always a risk Ruby. One they chose to take. They made their choice. Now they are reaping the consequences."

Ruby nodded and the two (along with Zwei, continued towards the front, with more White Fang standing in their way.


"I guess this is what we trained for."

As the three moved forward, they suddenly found their way blocked by two figures. One tall, and one shorter than all of them.

"Hello, ladies. You miss me? You know, we really gotta stop meeting like this. People are gonna talk..."

Blake rushed Roman and Yang charged at Neo, while Weiss hanged back to wait for an opening. Roman easily parried Blake's attacks, while Neo simply evaded Yang's attacks with no effort. Suddenly, the two girls found themselves collidding with eachother, and turned to see a laughing Roman and grinning Neo looking down on them. Weiss took this opportunity to try and get past, only to find a cane and parasol blocking her path. she stopped short of being knocked down, only to find two boots knocking her back.

"Guess we'll have to beat them first." Weiss growled to her friends.

The three rushed the duo. Yang continued to swing at Neo, while Blake and Weiss double-teamed Roman, trying to keep the two separate. Weiss spotted her opening and created a circle of glyphs around roman and performed a flurry of stabs at him, knocking him to the ground. the two turned just in time to see Yang get tossed to the roof of the train by Neo.

Blake ran to avenge her partner and Weiss prepared to join her only to fell a tap on her shoulder.

"Think I can't take a few wimpy hits like that?" Roman smiled before taking a baseball swing at her face.

Blake turned in horror as Weiss went down. Roman's fist quickly struck her face, and Neo's boot hit her stomach, bringing her to her knees.

Roman struck Blake in the face with his cane "You think a little bow on top is gonna make people forget who you were? What you've done...?"

"Better we kill them before they can find out." Blake tried to protest as Neo drew her blade from her parasol and prepared to stab the unconscious Yang, but the wind had been knocked from her lungs by Neo's kick.

Suddenly, a masked figure's katana struck out at Neo, driving her back. Roman attempted to come to Neo's aid, only to find a katana hilt in his face and his face shoved into a wall, knocking him out.

Neo wanted to help her partner, but knew she was outmatched. She chose to retreat, phasing away.

With the threat gone, the masked figure regarded the three downed girls. Yang came to just long enough to see the figure slash the air and a red portal appear. Her vision cleared just long enough to see the figure step into the portal.

"M-mom?"

"Yang!" Blake rushed to her partners side.

"I'm fine." Yang groaned as she got up.

Blake looked where the masked woman disappeared. "Was that..."

"Yeah" Yang nodded "Those were the clothes she wore back in the day."

"What are you two talking about?" Weiss asked as she got up.

"We'll tell you later." Yang commanded "Let's grab Torchwick and get to the front of the train!"


Ruby dropped down into the front car of the train just as the rest of the team entered with a blindfolded Torchwick over Yang's shoulder.

"You guys were supposed to get here first!" Ruby despaired.

"We ran into some trouble." Weiss gestured at the stirring Torchwick. "Complain later, we need to stop this train! The ETA's one minute!" She gestured at a screen counting down on the trains dash.

The three paused when they heard a laugh behind Yang's shoulder. "I'm guessing none of you were conductor's in your last lives. Even if you were there's no way you can stop this train in time."

"What!?" Blake demanded.

"No time for a physics lesson now. Just grab onto something and start praying."

Ruby turned to Weiss, and the two grinned. Weiss stabbed her rapier into the ground, and a mass of ice encased the five of them moments before the train struck the oncoming wall.


AN: Mostly small changes this time. V2 finale is next!