Team RWBY held on for dear life, with Ruby holding on to her pet corgi as well, as the Paladin that Doctor Oobleck was piloting barreled through the rubble that was once a building before he blasted it away, the White Fang activists that remained in the warehouse like substation to guard the organization's supply of stolen Dust crates, and the cacophony of metal grinding on metal as their mode of transportation ran on the rails after the train that had long already departed. The information they received from Jaune turned out to be true, as they managed to catch up to the Dust filled train rather quickly as it had to remain on a slower pace else it risks being derailed by the rocks and rust on the tracks. That, however, didn't mean all was right as rainbows.

Sure, they may have caught up to their target, but they weren't exactly at a position to so much as reach out and touch it, much less try and slow it down. There were many activists on board the locomotive, despite the already packed state of each car, shooting at them in an attempt to get them off of their trail and perhaps even kill them. It was only due to the Paladin's heavy armor and the doctor's quick deciphering of the armor's controls that they were all able to avoid any unnecessary damage to their person.

Team RWBY was at the back of the armor, where none of the Dust projectiles could get to them. Every once in a while, one of them would peek out from the Paladin's shoulders and try to take out as many of the activists as they could with the already limited ammunition they had. Doctor Oobleck would have tried to do so himself with the Paladin's plasma cannons, but the targeting system had been destroyed by one of Weiss' summoned swords and even if it hadn't, several of the summoned swords had imbedded themselves far enough inside the arms to disconnect the cannon's to the armor's Dust storage.

It was slow and methodical, with one of them peeking out first to attract the gaze of the activists the best she can before any combination of the others, or just one of them, would peek out for a second and try to shoot down as many as they possibly could. The doctor wouldn't be outdone, however. Whenever he could he would pick up a boulder and throw it at the activists. Some of them would jump out of the way, even if it meant jumping off the train and rolling away from it, draining whatever Aura they have left from doing so.

"We have to hurry!" Blake yelled over the sounds of the roaring wind, the gunshots, and the thumps of each step the Paladin makes. She peeked out from above the cockpit and quickly ducked as at least a dozen rifles were trained at her and unloaded as much of their ammunition as they could in the brief moment the activists saw her. "How are there still more? I feel like we've been doing this forever already!"

"It's cause we have!" Yang yelled back, her growing frustration with the situation they were in clear in her tone of voice. She pushed herself up from the Paladin's back until she was standing on top of its cockpit. Immediately, the activists took aim and opened fire on her, while Yang did the same. She braved through the numerous bullets while she let out a few of her own. Her shells exploded on contact, sending many of the activists flying off of the train. "Now doctor! Get us closer!"

"Well done Yang," the doctor's voice came booming out of the speakers, his voice echoing in the tunnel, though drowned out by the sound of the train wheels grinding on the rusted rails. He forced the Paladin to move faster, steadily catching up to the train. Once they were next to it, Team RWBY and Zwei jumped on the top just in time to escape the Paladin slightly tumbling over as the right leg stopped functioning for a brief moment. The Paladin recovered, but its speed significantly decreased, no longer able to catch up to the train, only match its speed. "Go! Go to the front and stop the train, or at the very least slow it down! The evacuation order must've already been processed! Go!"

Though less confident about their situation without their professor, the five of them turned and moved on, opening the first hatch they found. There, as if to mock them, was a device they'd seen the White Fang carefully caring around whilst they loaded the train. It's outer layer was mainly a gray metal with a near perfect hexagonal prism in shape, with a valve on both ends. It had a black screen on one surface, simply embedded in the device with an unknown purpose. On the nearest two surfaces were a series of wires varying from gray, blue, and red in color connect to the inside of the device and three cylinders on the outside. They simply stared at it for a second before the sounds of a complicated machine came from inside it and the screen began to blink red.

"That's a bomb," Ruby said nonchalantly, receiving nods in agreement from her teammates as a casual yelp from her pet. In a matter of seconds, the five of them were on top of the next train car, while the one they were standing on decoupled itself from the rest. Ruby turned in panic, watching the train car back up closer to the Paladin. "Doctor! Look out! There's a bomb on that train car!"

"Ruby! There are bombs in all of these train cars!" Yang yelled from behind her. Her voice was rather far away, very nearly being carried by the wind, only to dissipate before reaching the intended targets. Ruby turned towards her voice and found Zwei still next to her, while her teammates were on the following three train cars, standing next to open hatches. "We need to stop this train NOW!"

Ruby's train car shook for a moment before decoupling itself like the last. Ruby and Zwei ran to the front and jumped over to the next, turning around to check on the teacher as soon as they landed. Oobleck managed to successfully dodge the train cars and escape the explosion that followed soon after. The train car seemed to jump up as the explosion pushed it up from the force alone. It collided with the ceiling causing the decayed structure to collapse, leaving a large gaping hole from the point of impact.

In a matter of seconds, Grimm of all nature peered and jumped in, their curiosity of what could've possibly created such a large hole on the ground. It only took the creature a few moments to spot the running Paladin, as well as the train. Like moths to a flame, the Grimm began their chase. Most of them completely ignored the Paladin, simply chasing the train to the best of their ability. This mostly composed of the faster of the Grimm, mainly Beowolves and some Boarbatusk, while the slower ones barely kept up with either the train or the Paladin. There were times when the Paladin would slide to the side and hit the passing Grimm, propelling them to the wall, crushing bones and organs alike.

Team RWBY and Zwei gathered at the last train car and the girls took aim at the Grimm chasing them while Zwei simply barked at them, as if hoping that it would deter the creatures. Team RWBY unleashed a barrage of bullets and Dust, careful with their aim, not wanting to waste even a single bit of their ammunition. It wasn't long after that though, that the train car shook, knocking them all off balance for a brief moment, managing to regain their balance before they fall over and even off the train. The car decoupled itself from the rest, with the bomb inside already beeping relentlessly. The girls and the corgi jumped to the next train car, looking ahead to see more White Fang activists pouring out of the train cars.

Behind them, the Paladin picked up the decoupled train car and spun around, throwing it at the King Taiju that was chasing them. It made the mistake of simply hissing at the thrown car with one head, thinking that it was just another projectile that usually killed its brethren. When the car struck its open mouth, the bomb detonated, blowing the head to pieces and propelling the train car up towards the ceiling like the others. As another hole opened, more of the Grimm poured in, including two more King Taijus.

Some of the Beowolves attacked the Paladin, but the armor proved to be useful as the claws of the Grimm simply bounced off, barely leaving a scratch from where the claws scraped against it. As more jumped on the armor in an attempt to push it down to the ground with their weight, Oobleck swung both of the Paladin's arms around, swatting aside whatever Grimm it could out of the air and even crushing some that remained on the ground. Unfortunately, due to the strenuous and random movements, the already battered Paladin lost functionality of its left arm, as it simply became nothing more than a complex decoration that constantly released sparks from frayed and cut cords that spilled outside the armor.

"Great! If it wasn't already hard enough to stop this damned thing with just the White Fang, we have to deal with the Grimm now too!" Yang yelled, letting her frustration and dislike of the situation, though her voice was inevitably lost in the sounds of the train and the roars and screeches of the creatures of Grimm. Unable to contain herself, Yang fired off a shell towards a Beowolf that decided to try its luck and pounce towards them. When the shell connected with its body, it didn't immediately explode; it was only when the Beowolf it was dragging along collided with another did the shell detonate like normal, blowing the two to bits. "If we do manage to stop this thing, then we don't have an exit other than back the way we came from, through all the Grimm. What do we do?"

"We have to stop the train," Ruby said solemnly, fear of the possibility of death evident in her voice and expression. Her eyes were half closed, looking at the ground, her eyebrows were crunched together as if trying to get to the other, and her irises were quaking as if in the process of accepting their fate. She knew that every hero had to meet his or her end sooner or later, but she'd always thought that it would later than sooner. "We can't let the Grimm into Vale… no matter what. This is what we've been training for. We have no other choice."

As yet another train car decoupled from the rest while the bomb within prepared itself to detonate, Team RWBY and Zwei jumped to the next once more. Ruby, Blake, and Yang stayed at the edge for a brief moment, before looking up to see that the heiress was at the open hatch ready to jump in. The car was filled with the Dust crates loaded earlier, leaving barely any room for anyone to stay there comfortably for the remainder of the trip from the substation to Vale. However, the sight meant that there weren't any more bombs waiting for them and that there weren't any activists waiting for them down below. She jumped down once she'd made sure it was all clear, almost immediately followed by Zwei, who seemed to be rather excited on being a train. The rest of Team RWBY soon followed, momentarily forgetting their peril.

Once inside, all three looked around and found their teammate prying a crate open with the tip of her blade as a makeshift crowbar, with the corgi next to her, looking up at her as if it expecting her to pull a treat out of the box for him to snack on. With the tip of her blade well in between the lid and the body, Weiss pulled down as hard as she could, unable to restrain the grunt that came from using such force. The lid popped open with a crack, unceremoniously taking some excess wood from the body along with it. Weiss peered in and looked inside as her teammates joined her.

"I don't want to die here, rather, I don't want to die yet," she told them while she rummaged through the contents of the crate, only gauging the distance of her friends from their footsteps. The crate contained Dust vials of a wide variety of colors that could almost put the students of Beacon to shame… almost. Among them, she could see some that were pale in color, meaning that some of the Dust that Ash had used before such as the EMP and Flash Dust were successfully mass-produced, though unfortunately stolen. "But I'm not going to put the people of Vale at risk just to guarantee my safety. We're all scared, terrified even, but we all knew the risk when we wanted to be Huntresses."

"She's right," Ruby conceded, checking Crescent Rose's magazine, and reloading it for any missing bullets. Blake and Yang did the same, though neither of them could find a full magazine, even Yang seemingly endless belts of shells within Ember Celica could barely fill up half of a single belt in each gauntlet. "We need to get to the front first. We can figure out how to stop the train after. We'll stop it, even if we have to blow it up… somehow."

"That might not be so hard," Weiss said cautiously as she stepped away from the crate she busily searching. With their curiosity taking them over, Ruby, Blake, and Yang walked over to the crate and looked inside. Whatever Weiss was looking for didn't seem to be any of the contents inside as a large amount of the vials were moved to the side if they weren't already on the ground. In the middle and at the bottom, was another bomb, though it didn't seem to be active. "You'd think the Dust alone would cause a large enough explosion. Seems that they want to cause as much destruction as possible. I think the amount of casualties that will inevitably involved is just an extra."

What happened to the White Fang?" Blake found herself asking out loud, stunned by what she could imagine the destruction that the obscene amount of Dust along with an unknown amount of bombs would cause. With the amount of research they did on the organization before, it was easy to see that the White Fang was rather successful in their heists, which is why she couldn't understand why such destruction was needed. "It's has to be Torchwick. He has to be the one that planned all of this. The White Fang wouldn't resort to this. They have no reason to destroy any of the cities."

"We can ask that scoundrel when we take him to custody," Weiss tried to reassure her teammate, trying her best to not let her former opinions on all Faunus rise up again, even though she still thought the same about the members of the terrorist organization. She recovered from the shock of the sight of the bomb, and pried open another crate and began to search it. "Even if we fail to stop this train, we've already informed Professor Ozpin of it, meaning that we'll have people on the other side. We can only hope that the explosion doesn't surprise them, endanger the civilians, or hurt us too bad. Ah, here they are."

Weiss pulled out several vials of Ice Dust and began to fill her small pouch with all but one, instead placing it in an empty slot in her weapon's revolving Dust chamber. She tested the vial by creating a single glyph and launching a sharp icicle at the back of the train, shattering upon impact on the metal door. As the sound of shattering ice resonated throughout the train car, several red lines flickered on like lights on the sides of the door, giving slight illumination to the humanoid figure it belonged to.

Half a dozen of the old Atlesian Knight-130's stepped forward and turned towards the team with arms thrust forward in the form of small Gatling guns. Another half a dozen Knights appeared at the front of the car with the same red light in the chinks of their armor, though unlike the others, they had their arms as blades ready for battle. Team RWBY readied themselves, though were mainly looking for an exit, not wanting to get caught in an explosion when a stray bullet inevitably hits one of the Dust vials or possibly even the bomb.

"Intruder, identify yourself," one of the Knights from the back said, its cold, robotic voice echoing in the cramped car despite the loud sound of metal grinding on metal from the wheels against the rails outside. None moved, but when Weiss took a step forward to introduce herself, the one that spoke immediately pointed one of its guns to the ground in front of her and shot a single bullet, stopping the heiress in her tracks. "Remain still and identify yourself. This your final warning."

"Weiss Schnee of the Schnee Dust Company," Weiss said, guiding her right hand to her chest, over her heart. She placed her rapier back at her hip to show that she had no ill intent even though her name should've sufficed. The Knight raised its arm and kept one trained on her while the other was trained at her team, mainly at Blake. "This is my team. Stand down. Now."

"Weiss Schnee, identity unknown," it replied, its guns for arms spinning, winding up for rapid fire. The other behind it began to do the same; even the ones at the front turned their bladed arms into firearms and took aim at the group with cylinders winding up. "Scanning. Grimm identified."

"Wait, we're not—" Ruby tried to reason with it, but before she could finish, her sister grabbed her by the waist and jumped up to the hatch, vaulting over to the roof along with Weiss and Blake, who begrudgingly had Zwei in her arms. Down below, the orchestra of bullets began, with each group of Knights unleashing every single bullet they could before they were ripped to shreds by the other group.

The girls and Zwei jumped to the next car terrified for their lives when they saw, as expected, a stray bullet nick the bomb that they'd uncovered. Blake jumped down to the coupling and sliced at it once, freeing the last car from the rest. In a matter of seconds, it exploded in a variety of colors as every vial exploded along with it. The hole it blew in the ceiling was larger than the rest, enough for three Deathstalkers and a legion of other Grimm to join them in the tunnel. From behind, the Paladin had to dodge the large pieces of rubble on the ground as well as Grimm that constantly fell like rain.

More Dust shots and bullets came from the front as White Fang activists traversed the tops of the train cars, shooting at the team whenever they were stable enough, though due to the constant shaking of the train were unable to land a hit on the team. Those who weren't carrying guns had to dodge their own comrade's shots as they made their way to the back carrying a variety of weapons, from bladed weapons such as machetes and katana to being satisfied with their own claws. The hatches of the next two train cars opened and more Knights jumped up, with bladed arms. From several cars up, a single Paladin jumped up on the roof.

"Ok, so someone hates us right now," Yang complained as she reeled her right arm back and thrust it forward, firing off a shell from Ember Celica, the explosive round striking an activists dead on his chest, carrying towards another activist before exploding. The Paladin in front shot a few plasma shots at the team, with three of them missing completely as the train made a sudden turn, while the other landed just at the edge of the train car they stood on, blasting it off from the rest.

The four girls and the corgi jumped as far as they could to the next car, with Blake using her semblance to propel herself further and faster, letting Gambol Shroud go to swing it around with the ribbon its connected to. The wide swing caught six activists with the ribbon, pushing them all off the train, leaving them to the mercy of the Grimm behind them. When Ruby landed, she slammed the tip of her scythe into the metal train car, steadying her aim. Before she could pull the trigger, Weiss placed a white glyph in front of the barrel. The two of them simply smiled, as if they already that they had won.

Ruby began to unload every single bullet she had on to anything, anyone in front of her. The first shot struck the Paladin in the distance, icicles very quickly forming around the joint between the body and the right leg. As it tried to take another step forward, it found that it couldn't move its right leg properly, barely able to even lift it and move it forward a single foot. The glyph turned dark purple in color before the second shot was let loose. Once again, the bullet struck the Paladin's joint, the Gravity Dust boosted bullet pushing the leg back leaving the body to topple forward. Due to the lack of stable ground, the Paladin rolled off the train and like the other activists, was left to the mercy of Grimm. The third bullet was fired through a yellow glyph and struck the chest of one Knight. An electrical current surged throughout its body before it seemingly tore through it and spread to the other Knights around it, leaving them as nothing more than twitching metal as the red light on their armor flickered off, never to return again.

"Blake!" Weiss called out, reaching into the small bag on her hip and pulling out a black strip with orbs of various colored Dust embedded into it and tossing it to the cat Faunus. Blake caught it and looked at it curiously before storing it in the Dust compartment of her weapon. "This should help you."

Blake ran forward after Ruby stopped to reload Crescent Rose with her final magazine. The activists and Knights began to shoot at her, something that she had to brave through to test her hypothesis about the Dust she was given. When she found herself in the middle of the group, she jumped into the air, leaving behind one of her shadows, though unlike the usual perfect copy, it was blazing red with fire crackling at the outlines and no other distinct features. Once she was five yards up, she activated her semblance again and this time left behind a shadow that was emerald green in color. When she pushed off from it, it propelled her fast, back to her team. As she flew past the activists, the red shadow she initially left behind, exploded in a wide ball of fire, the force and heat pushing the Faunus out of the way and incinerating the exposed weaknesses in the Knights.

In the back, Oobleck had been getting further and further away with the train losing the back train cars every now and then. If it weren't for the Paladin's cameras he wouldn't be able to see his students now. He'd swing the Paladin's arms every now and then, swatting any Grimm caught in their path against the walls and ceiling at an alarming speed. Unfortunately though, as a last moment of heroism for the cause he believed in, the Paladin caused to fall from the train aimed up and the ceiling and unleashed a dozen plasma shots, destroying the decayed structure, causing more holes and more Grimm to fall into the tunnel. Almost immediately, the Faunus was swarmed with a myriad of Grimm and was ripped the armor to shreds by the smaller claws and teeth of the Beowolves and Ursai before a King Taiju slammed into the cockpit and destroyed the entire thing and swallowed the Faunus inside. Now blocked from his students by both rubble and Grimm, Oobleck was forced to stop.

Unaware of their professor's predicament, Team RWBY advanced forward, unable to notice the fact that the sounds of Grimm had began to die out behind them with the constant barrage of Dust and bullets coming from the front along with screams and curses being thrown their way. Yang was the first to take the lead, jumping over to the next car, grabbing one of the activists, using him as a shield from the ones in front as she advanced, throwing him towards his comrades before Yang jumped up and slammed her right fist on the train car. The force of her strike alone shook the car nearly off the rails, while the shot from Ember Celica blasted the Faunus away.

Weiss was next, running past Yang and over to the next car, already pulling her weapon back to strike. As soon as her feet made contact with the car, she created a glyph behind her and used it to slide past the entire car, freezing anything that she passed. As she reached the end, she immediately stabbed her weapon into the metal, not caring that she had to endure a barrage of bullets as she did so. Six glyphs with the four rotating swords appeared just above her, creating and launching a single sword each. The snow-white swords flew irregularly through the air, turning to the nearest opponent and slicing at it, and would've kept at it if they hadn't already fallen off the train. Weiss stood up, looking back to her blonde teammate with a victorious smirk as she had successfully cleared two cars against Yang's one.

Blake rushed past her over to the car following the next and swung her weapon around like a whip once more, clearing the first quarter before running right to the middle. Once she stood just in front of the Faunus that she had once called family, she created a standing shadow made of stone to face them while she moved just behind it and crouched. There, she created another clone made of pure fire and ran back as far and as fast as she could. The fire clone detonated like the one before it, the force it created ripping the stone one apart, sending both shrapnel and heat towards the White Fang activists, draining their Aura and pushing them off the train. Before the Faunus and Knights of the next car could begin shooting, Yang and Ruby jumped from the previous car behind Blake and began shooting. Together, they managed to clear the next car to save their friend from the bullets.

However, no matter how much they cleared, more activists and Knights appeared at further cars and along with them another Paladin. They were confident at defeating activists and Knights without ammunition. However, defeating a Paladin was another story. They opened the hatch of the car they were on and jumped in, escaping the Dust and bullets. Once more, they were surrounded with Dust crates and a single weapon box. Blake threw her weapon at the hatch, hooking the blade at the handle and pulled it down. She then grabbed a sword from the weapon box and shoved it through the handle, barricading the hatch, ensuring that it won't open easily. From the outside, they could hear explosions and the tunnel rumbling as more holes were opened up, no doubt by the Paladin.

"This is crazy!" Ruby complained, checking her magazine, finding it empty. She reached back to grab another, but only found one clip with a symbol of four arrows all pointed at a large black dot in the middle left. It was a clip of Gravity Dust that she always carried, but due to the fact that it doesn't send out a projectile and merely propels her small frame, it wasn't much use. "I'm out of ammo. How can this get any worse?"

"I'm out too," Yang confessed as she opened Ember Celica, popping the empty shells out of the gauntlets. Red shells littered the floor around her as she punched a hole in one of the crates. When she pulled her arm out, a dozen vials spilled out until the rest all got caught together in the fist sized hole, very loosely plugging it up. "I'm liking this less and less."

"More bad news. I'm out of ammo too," Blake admitted, looking at an empty clip before putting it back in her weapon, silently cursing their luck and lack of proper preparation. She turned to her team and found Weiss taking more vials from the crates and loaded her weapon, thankful that at least she has currently has more ammunition that she could possibly ever use. "I guess there's a silver lining to everything. I'm glad to see that you're not having any trouble finding Dust. Perks of being a Schnee, huh?"

"I would argue with you if these crates didn't have the Schnee family symbol on them," Weiss said, practically brushing off the comment. Sure, before the comment would've created a small argument between them, but as of their current situation, some things had to take priority. The entire train shook for a moment and the loud screeching of the brakes trying to force the train to stop blared through the tunnel. "What's going on? Is the train stopping?"

The door opened ahead of them and a single Knight stepped through, though behind it, they could see nothing more than humanoid automatons with red lights blaring through the armor. From the sides, the team could see the rest of the train very slowly though steadily speeding away.

Without saying a word, Weiss concentrated on the space in front of her, trying to use her emotions to empower her semblance, and created a single glyph in between her team and the Knights. The glyph was three times the size of any other glyph she'd made up to that point, and had the four rotating swords in the middle. The lone Knight in the room began shooting, but the glyph proved to be solid enough to shield the team from the barrage. Slowly, from the center, a large sword was being made, only revealing the tip before the blade shout out like a bullet. The blade impaled the leading Knight, before the guard shattered it to pieces from the force. It turned as it entered the next car so that the guard was horizontal, and smashed the other Knights into pieces as well before they were able to do anything.

The sword pierced the far door along with some poor Knight, pushing the car a little bit more. Weiss had hoped to anchor the car to the train using a sword, but with what little they could see, the tip of the blade had only managed to scratch the metal. The five of them jumped up on to the roof of the car and watched helplessly as the train left them behind. As their car came to a stop, they looked behind them expecting to see their professor, but instead found more Grimm already sprinting their way. In a moment of desperation, Ruby tried to think of anything that could help them, keeping ordering her team to run away on the side just in case they thought of something.

She looked around and found her team ready to fight, even though their exhaustion and fear of the hopeless situation was evident on their faces. They all wanted to live another day, to go back to Beacon, back to their friends and continue their misadventures. In comparison to their current situation, they'd even go out and say that school was the best thing in the world. Then she remembered her last magazine.

"Yang find a way to stop the brakes, doesn't matter if you need to destroy it. Weiss go back to the other car and grab as much Dust as you possibly can, then hold off the Grimm. Blake, cut us loose from the other train car, and help Weiss as much as you can without putting yourself in danger," she had an unsure look on her face, but she had something, and that was enough for them. Without saying a word, they immediately split off and got to work.

Yang looked around inside the car, trying desperately to find a brake release but found nothing. She stepped outside and her semblance flared to life before she rolled underneath the car. She struck the wheels as hard as she could, aiming for the clasp brakes on each set of wheels. The clamps released the wheels quickly before falling off, covering Yang in a light coating of dust and rust as they did so.

Blake jumped down and sliced at the link between the two cars and the thick congregation of metal quickly gave way, releasing the link. She jumped into the last car, where she saw Weiss hurriedly searching through crate after crate, grabbing everything that she thought she needed. Blake ran past her and exited the door in the back. She readied herself to face off against the impossibly large number of Grimm, hoping that whatever Ruby had planned will work, and if they were lucky, the way it was supposed to work.

Weiss continued to search for a single minute more, before running out the back, finding Blake already locked in a skirmish against a pack of Beowolves. She reached into her bag and pulled out a Dust crystal, pale blue in color and cold to the touch. She threw it as far as she could towards her teammate, and landed just in front of her, momentarily garnering the attention of both Faunus and Grimm. Blake, knowing what will happen next, immediately jumped back and shielded her eyes, just in time for the Beowolves to be bathed in a blinding light, leaving them swatting at the air around them as if fighting an invisible enemy.

In their moment of blindness, Weiss and Blake snuck up behind them and slit their throats, with none even knowing what happened to their pack members or them. The two huntresses in training turned towards the back and found more Grimm coming their way. Weiss produced another pale blue Dust crystal from her bag and threw it as far as she could. When the crystal exploded in another bright light, the heiress reached into her bag once more and pulled out three vials of Fire, Ice, and Gravity Dust, loading all three in Myrtenaster.

Blake rushed forward and placed a stone shadow in front of the Grimm, and stood beside it before making another clone made of ice. Once more, she used her semblance to make a clone of pure fire behind the two already made and jumped back as far as she could. In a moment, the fire clone exploded, sending shards of stone and ice hurtling towards the Grimm. The wide angle of the blast proved to work against Blake as only most kept running towards them, hardly even deterred by what just happened. Those that were caught, on the other hand, now had holes in their arms, legs, chests, and throats.

As Blake cleared her, Weiss created a dozen glyphs around them, sending sharp icicles to impale the Beowolves, Ursai and Creeps. Those that managed to escape the icicles, either by staying near the back and dodging or simply by sacrificing others, were set ablaze when Weiss created more glyphs on the ground, enough to stretch across the width of the tunnel, just before them. When a King Taiju decided to join the skirmish, it hardly felt a thing when the icicles hit it and hissed when it slithered across the fire. From behind them, they managed to catch sight of Yang crawling out from under the train car, covered in dirt and rust. Knowing that preparation for Ruby's plan was complete; Weiss created one more glyph around the snake's body and lifted it up in the air, expending a whole vial of Gravity Dust by doing so. As soon as the snake was rendered immobile, Weiss and Blake ran back towards the cars and jumped up on the roof of the second one where their friends were waiting.

"Hold on to something!" Ruby yelled as she stabbed the tip of Crescent Rose's blade into the car. Weiss and Blake did the same with their weapons and held on tight. Yang grabbed onto Blake, hugging her partner like a lifeline, and in the situation, she might actually be just that. Weiss reached over and grabbed Zwei, hugging him close to her body as tightly as she could without suffocating the dog. Ruby pulled the trigger and the Gravity Dust did what it meant to do: propel Ruby along with anything that may be attached to her.

The screeching of the wheels echoed in the tunnel as the car traveled on the rails faster than it was before. Ruby periodically pulled the trigger whenever she felt the momentum begin to drop. Having only twenty shots in each clip, she had to time each shot and use them all to the maximum potential, though from the start she had no idea if they even catch up to the train with such a method. There were a few times when they felt the car nearly tip over when they had to make a turn, but Weiss was ready. She created a solid glyph at the side of the train that it was tipping over, keeping them on the rails, but draining their speed. As Crescent Rose's clip began to reach its final bullets, they finally manage to catch sight of the train. When the smallest bit of hope began to rise in their chests, it was ripped away by the sight of a concrete wall just ahead of the locomotive.

"Ruby! Stop us!" Yang yelled, almost getting lost in the cacophony of screeching metal. Ruby pulled Crescent Rose out of the train car, only to stab it in again on the opposite side. She spent what few bullets she had left to stop their car or at the very least slow their momentum enough so that they don't crash.

Ahead, the train seemed to be empty of the Faunus and Paladins that had once been on it, leaving the Knights there, completely deactivated except for one standing up front with a bomb in its hand. When the engine collided with the concrete wall, the bomb in the Knight's hand detonated, along with the crates of Dust still inside the rest of the cars. The force of the explosion went back to Team RWBY's train car, providing very little resistance to stop it, though unfortunately not enough to completely stop it.

Weiss released her weapon from its metal confines and quickly made her way to Ruby, motioning the rest of her teammates to follow her. Weiss grabbed Ruby by the waist and she felt both Blake and Yang grab on to hers. Zwei whimpered in her arms as she stabbed Myrtenaster into the train car again. At the expense of her remaining Ice Dust, she created a thick ice barrier around them; with all of them hoping that it would be enough to save them from the impending crash.

They barely knew what happened afterwards. They came to from unconsciousness mere seconds after the train cars collided, finding themselves sprawled out on the ground next to the exploded train, dazed and momentarily confused as to why they were there, though almost completely unharmed. An Ursa snapped them all out of the state. It stood on its hind legs behind Blake, roaring and already swinging a heavy paw towards the Faunus. Unable to react to it in time, Blake closed her eyes and prepared herself for the incoming blow, only to open her eyes a few moments later when the blow never came. She looked up and found a familiar looking autumn colored javelin pinning the Ursa to a fallen train car by the neck.

"Hey! Are you guys ok!?" Jaune called out. They turned to the direction of his voice and found all of Team JNPR running towards them. Team RWBY and Zwei all stood up and shook their heads, clearing their heads.

They took a look around once more and found themselves on the edges of the city's plaza with various teams from the academies already engaged in a large battle against the Grimm, though from what they could see there were no civilians around, even the buildings around them looked empty. They panned their gaze to their sister team and found them in their battle gear, ready to fight the Grimm, the only anomaly was Jaune with a backpack behind him in the shape of a smiling rabbit head; the mascot of Pumpkin Pete's.

"What kind of unholy abomination is on your back?" Weiss asked the blonde leader, holding her head in pain. Ruby and Yang were trying their best to hold in their laughter, finding the near insignificant thing fairly comical despite their situation.

"It's Pumpkin Pete's backpack. I got it after sending in fifty box tops," the blonde admitted proudly, causing the two sisters to bust out in laughter along with Nora's giggling. Pyrrha placed a hand on her partner's shoulder, slightly ashamed at the prideful comment. He swung the backpack to the front and placed it on the ground before opening it, showing Team RWBY the contents: ammunition for every single one of Team RWBY's weapons was nearly spilling out from the top. "Anything to say?"

"You have the best backpack in history," Yang said quickly, diving in to backpack to find the belts of shells for Ember Celica. Ruby agreed as she dove in as well, like a hungry wolf. Blake was silent, waiting for her teammates to get clear of the backpack before she looks for her own ammunition. "Damn Vomit Boy, come to my rescue again and I'll be forced to kiss you."

"How'd you guys find the connection?" Blake asked, readying her weapon despite the lack of ammunition, just in case some Grimm tries to attack them again. Team JNPR looked at each other, concerned, directing their attention mostly to Pyrrha as if having a mental conversation with her.

"Where is he?" Weiss asked, looking around, at every team, at every person, looking for a familiar face. She could see Lava flying in the sky cutting and killing the Nevermores that flew above with what was supposed to be her broken sword, but now fully repaired. However, no matter how hard or how long she looked, she couldn't find Ash. "Where is he? Don't tell me he ran away in fear of being seen by us."

"He's injured," Pyrrha admitted cautiously, rising suspicion with the members of Team RWBY. She looked in the direction of Beacon trying to find Ash in her mind's eye. She could envision him lying down, unconscious, at Glynda Goodwitch's bed, eyes crunched together like a person trapped in a nightmare. "According to Professor Ozpin he overworked his mind and is suffering for it now. After we defend Vale, you can see him yourself."

Pyrrha stepped forward and grabbed Weiss by her shoulders, staring into her light blue orbs with intent.

"Go see him," Pyrrha continued, trying to send a hidden message to the heiress, but Weiss only looked at her confused. They all knew better than to assume that Ash was dying, that's why their curiosity peaked.

"What happened to him?" Yang asked as she and Ruby stood back up, fully stocked with ammunition, allowing Blake to step in and find her own clips. Pyrrha shook her head, as she let go of Weiss and pulled her Miló out of the train now that the Ursa had fully disintegrated off of her weapon. "What, you don't know? I thought you guys were there with him?"

"It's better if you ask him yourselves," Jaune admitted, tightening his grip on his sword and shield. The roars and screeches of Grimm from the tunnel gathered their attention, forcing Blake to move faster at gathering ammunition. They all readied to fight against the insurmountable odds. "We've gotta defend Vale until the Atlas military get here!"

As the first of the Grimm appeared from the end of the tunnel, and as they listened to the blaring siren warning everyone that the Grimm had invaded, they could almost picture the Atlas military coming over the horizon only to find the city already destroyed.