The opening ends to Ruby being thrown across the floor by Roman.

"Wow! You are much more manageable without that over-sized gardening tool of yours" Said Roman.

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

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

Perry raises his thumb in agreement as Roman laughs.

"But seriously. How'd you find this place, Red?" Asked Roman.

Ruby growls and uses her Semblance to escape Roman and start running for an exit.

"Whoa!" Shouted Roman, momentarily stunned.

Smiling, Roman stands up, spins Melodic Cudgel in his hands, and aims the handle at Ruby. He 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" Said Roman.

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" Said Roman

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

"WHAT is going on here?!" Asked Roman.

A third explosion sounds and multiple White Fang members come running around the corner, some firing at an unknown enemy. Weiss, Blake, Yang, Hope and Oobleck run around the corner, much to Roman's annoyance. Ruby decides to take this moment to try and escape. She jumps on Roman's shoulders, pulls his hat down over his eyes, and then flees towards her friends.

"Somebody kill her!" Shouted Roman.

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

"Attach this cart and spread the word: We're starting the train" Said Roman. "But we're not finished!" Shouted a White Fang Member, as Roman pins the White Fang member up against the wall with Melodic Cudgel. "Do it or you're finished!" Shouted Roman.

The shot cuts to Ruby fleeing, but 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" Said Yang. "Are you okay?" Asked Weiss. "I'm fine, I'm fine! But listen! Torchwick's got all kinds of weapons and robots down there. What's wrong with Hope?" Asked Ruby, as she looked over at Hope, who was extremely pale. "Thanks for noticing. I'm probably dieing. Now, what's on the train?" Asked Hope, as he handed Ruby her weapon. "Androids, mechs, they're all loaded up on the train cars!" Shouted Ruby. "Ahhhh, that's ridiculous. These tunnels are sealed, the tracks lead to a dead-end" Said Oobleck. "Get to your places, we are leaving now" Said Roman.

The train starts moving towards the tunnels.

"Well, it sounds like they're going somewhere" Said Yang. "We need backup. Let me call Emily" Said Ruby. "No. They won't make it in time. We need to get on that train" Said Hope.

The scene cuts to 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" Said the White Fang Member.

The White Fang member falls down as Oobleck hits him in the head with his weapon. The shot cuts to Roman in the front of the train as a White Fang member rushes in.

"Boss! They made it on the train!" Shouted a White Fang Member. "Then grab some cargo and get them off the train!" Shouted Roman.

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

"Man, animals, every one of them" Said Roman.

Roman looks awkwardly at the White Fang member sitting next to him.

"Not, ah, not you though, you're, heh, you're great" Said Roman.

The scene cuts to Team HRWBY and Oobleck standing on top of the train.

"Hurry, children! We must get to the front and stop this train!" Shouted Oobleck. "Err... Professor?" Asked Weiss. "Doctor..." Said Oobleck, as Weiss pointed down a hatch into the train. "What's that?" Asked Weiss as Oobleck kneels down to take a look. "That my dear... appears to be a bomb" Said Oobleck.

Team HRWBY all cringe away from the hatch.

"We've got baddies!" Shouted Ruby, as she pointed at the front of the train.

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

"Well, I didn't expect them to go-" Said Oobleck.

The bomb underneath them charges up and starts beeping.

"—easy on us. Time to go!" Shouted Oobleck.

As Team HRWBY start running away, Oobleck stops Blake.

"Blake! Detach the caboose! It will kill us all!" Shouted Oobleck. "On it" Said Blake.

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" Said Blake. "What?!" Asked Oobleck. "I guess he really doesn't want us on this train" Said Hope, before suddenly falling to his knees, and clutching his chest. "Hope!" Shouted Yang. "I'm ok..." Said Hope, as he stood up.

As Oobleck looks back at the detached cart, it explodes in the tunnel.

"That's not good..." Said Oobleck. "Err, neither is this!" Said Ruby, standing next to another open hatch. "Another bomb?" Asked Hope, as Oobleck looks around and runs to the next train car. "No. No. No" Said Oobleck, as he opens the hatch and looks in, then yells back to Team HRWBY. "They ALL have bombs!" Shouted Oobleck.

The bomb under Team HRWBY charges up and starts beeping and the cart they're on detaches itself, forcing Team HRWBY to run to the next cart.

"This doesn't make sense!" Shouted Yang. "Punch a hole" Said Hope. "What?" Asked Blake. "In theroy, the mass to explosive to speed ratio to punch a hole big enough in the dead end to let a massive amount of Grimm out through the dead end into whatever's behind it, is what we're on. Basically. We're standing on the world's biggest suicide bomb" Said Hope.

The White Fang members climbing the train can be seen again.

"Get the humans!" Shouted a White Fang Member.

Team HRWBY jump forward to attack the incoming White Fang members. Oobleck 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..." Said Oobleck.

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

"He's leading Grimm to the city!" Shouted Oobleck. "Yep, figured that out" Said Hope, before he felt pain in his chest. A White Fang Member then tried to finish him off. "Wait... you? From that night?" Asked the White Fang Member. "Yeah, probably" Said Hope. "Dude, you inspired me on that night!" Shouted the White Fang Member. "What?" Asked Hope. "Hey, hey guys! It's the man from that night!" Shouted the White Fang Member, making everyone stop shooting. "What's your name?" Asked the White Fang Member. "Oh my god... Vega!?" Asked Hope. "He remembers my name!" Shouted the White Fang Member. "Wow!" Shouted the White Fang Member. "And Dio. And Greg. Eay, Davros. Todrick. And Oobleck, didn't know I'd know two Ooblecks. Siguma. And Gold. Zǐsè, Rouge, Roux, Prásinos, Pelangi, I know all of your names. Get us inside" Said Hope, as the White Fang Members slowly removed there masks. A White Fang Member then opened a hatch. "Ok. Me, Yang, Blake and Weiss will go down in here. Oobleck, Ruby, stay up here and help my friends. Make sure none of them die" Said Hope.

White Fang members start to pilot multiple Atlesian Paladin-290s, and jump to the top of the train. Ruby, and Oobleck take defensive stances, as do the unmasked White Fang Members. Down below, Hope, Yang, Weiss, and Blake enter the train car.

"What was that!?" Asked Blake. "... In fine inter homines sumus. Sorry, you don't know Latin..." Said Hope. "In the end, we are gods among men" Said Yang. "She, however, did" Said Hope.

Weiss reaches into her pouch and gives Blake a magazine filled with Dust vials.

"Here, this should help you" Said Weiss.

Blake slides the mag into Gambol Shroud, and then the three of them charge forward. Suddenly, Neopolitan drops from the ceiling and blocks their path.

"Ah, spooder" Said Hope. "You three go on ahead. This one's mine" Said Yang. "No. It's our fight" Said Hope. "Are you sure?..." Said Yang. "I'm fine. Blake, Weiss, go!" Shouted Hope.

Blake and Weiss proceed forward. As Neo prepares for their attack, Yang fires a round to distract her, allowing Blake and Weiss to continue. Hope walks forward toward his opponent, staring down as Neo gives a sinister smile. The two on one fight begins. In the next train car, Blake and Weiss are seen running, and then look at each other when they hear the sound of revving up ahead. A figure is seen dragging a chainsaw along the floor. The camera pans up, revealing the White Fang Lieutenant.

"You go on ahead!" Shouted Wiess. "Got it!" Shouted Blake.

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

"Finally, I get to kill a Schnee..." Said the White Fang Lieutenant.

Weiss holds up Myrtenaster en garde. In the next train car, Blake stops and grits her teeth when she's greeted by a familiar foe.

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

Blake charges forward to attack, starting their brief battle. 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 midair 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 shockwave down the train car, destroying the ice sculpture and knocking Roman into the door where he drops his weapon. She soon knocks him down, and when he attempts to get back up, Blake steps on his chest and points her sword at his throat.

"Why are we fighting? I saw you at the rally, we're on the same side and you know it..." Said Roman.

Meanwhile, Weiss is fighting the Lieutenant. 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 shockwaves 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 backflipping 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 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 yells, "C'mere, princess!" and 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 before the fight is cut abruptly. Yang and Hope's fight is going badly and soon ends when Neo manages to throw Yang into the ceiling, knocking her unconscious, and Hope is hit with more pain from his chest. Neo turns around to approach Hope...

"Well. This is a bad time" Said Hope. "Yes it is. Especially for you. Are you ok?" Asked Neo. "Ah, now you talk" Said Hope.

Cut back to Roman being held down by Blake, he grunts as she points her blade at his throat.

"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...?" Asked Roman.

As she grits her teeth at his words, Blake hears the door from the previous train car open behind her. An unconscious Weiss is thrown to the floor, with the Lieutenant emerging from the doorway, holding his chainsaw.

"So what's it gonna be, Blake?" Asked Roman.

She sheaths Gambol Shroud and kicks Roman in the face, with time slowing down for a few seconds, before stopping. A few seconds later, time begins again, with Blake's kick connecting, knocking Roman unconscious. Blake goes over to Weiss' aid, and flees immediately before the Lieutenant can reach them. Meanwhile, Neo is seen pulling a hidden blade from within her umbrella and approaching the unconscious Yang. She prepares to deal the finishing blow, grinning sadistically while doing so. Suddenly, a masked warrior - with a white diamond like helmet and clad in white and silver - comes out of nowhere and knocks Neo back.

"I told you I'd return in time!" Shouted the warrior. "Good" Said Neo, as she put her blade back in the umbrella. "Thank you for the opportunity. I'm ok now. Now get outta here" Said the warrior.

Neo, wastes no time and disappears in a flash. Yang regains some consciousness and slowly gets back up. As she opens her eyes again, she gets a glimpse at her rescuer, as they help her up, and take off there helmet.

"Kon'nichiwa, tomoyo. Darenimo iwanaide kudasai. Watashida. Kibō" Said the warrior. "You look so..." Said Yang. "Wareware wa, subete no henkō" Said the warrior, before he vanished.

Back to Ruby, Oobleck and the Unmasked White Fang, 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 twirls Crescent Rose around a few times, and then she and Oobleck fire simultaneously at the Paladin's feet, knocking it off the train. The both of them switch positions.

"Ruby! You go on ahead!" Shouted Oobleck. "But-" Said Ruby. "Don't worry, Ruby. We will be ok" Said Oobleck

The remaining members of Team HRWBY reemerge from the train cars to rejoin. Ruby looks on worriedly as she realizes the train is on a collision course with a thick concrete wall.

"What do we do?" Asked Blake. "Where's Hope!?" Asked Ruby. "He left" Said Yang. "Really!? Again!?" Asked Blake. "He needed medical attention, Blake" Said Ruby. "So!? Why didn't he take us with him!?" Asked Blake. "Because I was the only one there! And who knows what would of happened if he took all of us!?" Asked Yang.

Ruby and Weiss smile at each other, and the latter starts to forms an ice shield to protect her teammates, but the warrior that saved Yang appears in front of the remains of HRWBY, and placed his left hand on his belt, witch declared "DEFEND! PLEASE!", making a magical sigil appear around him and the remains of Team HRWBY. The train crashes into the wall, the explosion causing the screen to go white. The camera switches to Ruby's first person perspective as she recovers from the collision. She hears the sound of an emergency alarm blaring as her vision comes back with buildings into her view. She turns her head to the lower right and sees Blake and Yang slowly getting back up, her sister coughing as the dust settles. She turns her head again and sees Weiss sitting up against a large piece of debris, who also gives a thumbs up at her team leader signaling she's okay. The camera switches back to show Ruby as she sits back up. The team of huntresses then notice, much to their chagrin, that they have returned to the central part of Vale, and multiple civilians in the area notice them among the debris. Ruby hears the sound of low rumbles and growls from behind her. 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 HRWBY minus Hope 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 as Team HRWBY minus Hope gather in the centre of the park, taking on defensive stances. Suddenly, Team HRWBY minus Hope were quickly disarmed and there arms and legs were frozen in place by ice.