"To think these creatures are as old as time." Qrow mulled to himself as he looked out at the Grimm before him. Goliath Grimm were walking a good distance from him, huddled together and bellowing. If they weren't creatures of destruction, Qrow would've probably marveled at the sight of them.

He jolted when he heard Winter clear her throat behind him. Glancing over his shoulder, he caught the troubled look in her eye and arched a brow.

"I found something, but it's not good." Winter revealed as she beckoned for the Branwen to follow.

The two of them stared down the gaping hole in the concrete of the abandoned city. There was no telling what was at the bottom of the hole. The fact that nothing disturbed the air around them was ominous enough.

"I believe they were in this area. While you were daydreaming over there, I discovered some recently burnt firewood and some rose petals in one of the buildings." Winter said as she turned her head to see Qrow's lips quirk into a small smile.

"Rose petals, huh? That's definitely a Ruby." Qrow chuckled, looking relieved.

"Then there's definitely a Weiss down there too." The Schnee's eyes narrowed as she looked into the dark hole.

"Yup." Qrow replied, pronouncing the 'p' with a pop of his lips.

Without another word, Winter balled her hands into fists and jumped feet first into the pit of darkness. Qrow speechlessly blinked at where her outline once was and shrugged to himself.

"Ladies first!" He called out as he took a step into the hole, the darkness around him swallowing him up.


Falling through the air, Qrow glanced down to see earth rushing up to meet him. As he braced his knees, he caught the light blue glyph of the Schnee appear beneath him. His feet slammed into the glyph, which disintegrated upon impact, allowing him to softly land on the ground. He saw that Winter had her back against a huge storage unit and moved to join her.

"Thanks for that. Man...this seems like a giant storage area of some sort." Qrow noticed as he glanced around, taking note that he sensed no one around the two of them.

Winter seeming to notice the same thing carefully pulled away from the storage unit and wandered into the clearing. Qrow followed, when he saw the tracks after the ground suddenly disappeared.

"Tracks...they were transporting something. But...who?" Winter questioned as she glanced around, her eyes widening when she recognized the emblem printed on all of the empty units.

"It's the White Fang." Qrow grimly said, the uneasy feeling in his gut returning. "Just our luck..." For once he hoped that his semblence would go easy on him today.

The click of Winter's heels caught his attention when he saw her move closer to where the chamber became a tunnel to the train. Trailing after her, Qrow's breath caught in his throat when he heard the echo of Grimm's cries and explosions come through the tunnel.

"They're on that train, Qrow. We've got to go!" Winter exclaimed as she pulled out her sword, Qrow doing the same with his scythe.

"Yeah, but they must be a good distance away - "

Winter suddenly placed a hand on his shoulder.

Qrow stared down at her hand in silence.

"Uh...what are you doing?" He asked with a confused raise of his brow. Winter met his gaze for a moment before rolling her eyes at him.

Winter pulled back the hand that held her sword, focusing her aura to the area behind her. Within a moment, a large sky blue glyph appeared behind them, illuminating the empty lair with it's light. Qrow glanced behind him, aware of the memories that resurfaced with the familiar looking stance and the speed at which Winter had traveled in that memory. Swallowing nervously, he lifted a hand.

"You're not going to - ?"

"Hang on!" Winter yelled as she launched herself forward. "We're coming Weiss!"

Qrow barely managed to grab her shoulder before he was shot off, his sentence jammed into the back of his throat.


"You three go low and try to stop these bombs!" Dr. Oobleck ordered as he nodded to the other girls of Team RWBY. "Ruby! You and I will stop this train!"

"Yeah, I know you said that earlier." Ruby added in as Dr. Oobleck gaped for a moment.

Zwei let out a bark as the Blake, Yang and Weiss headed down, spurring Ruby and Dr. Oobleck into action.


The two of them came to a stop at what appeared to be the rear of the train. As soon as Qrow felt solid ground, he leaned onto his knees and groaned in nausea. Winter glanced down at him for a moment and with a small smirk, patted his shoulder in fake consolance.

"Did you see back there? There were holes in the ceiling and the dust of Grimm all over. What in the world is going on here? Where is this train going?" Winter said as she stared down the length of the train. The fist in her stomach had refused to leave when she first set foot in this strange cavern tunnel of some sort.

"No, I didn't see because I was too busy getting whiplash." Qrow grumbled as he picked himself up, recovering.

"Serves you right for not hanging on sooner."

"Hey!"

At the rumble of the cargo train they were on, they burst into a sprint as they both caught fiery explosions in front of them. When the red hood and stark green hair became visible to their eyes, Qrow let out a breath of relief.

"Ruby! Dr. Oobleck!"

The two of them whirled around at the sound of their names. Ruby launched herself at her uncle with Zwei following, Dr. Oobleck approaching to give a hearty laugh in greeting. Winter caught the sight of Zwei sitting on top of Qrow's head and would have snickered at the image if the thought of her sister wasn't at the forefront of her mind.

"What is going on here, Oobleck? Where is my sister?" Winter demanded, taking a step forward.

"Yeah, where's Yang and Blake too?" Qrow added as he glanced around not seeing their familiar faces.

As Ruby and Dr. Oobleck began to explain the situation, tremors shook the train cars, directing the group's attention to the giant weaponized robots approaching.

"I'll check on Weiss, I can trust that you will handle things up here, Oobleck?" Winter said as she prepared herself to head down.

"It's doctor. But yes, Ruby, Zwei and I will be fine."

"I'll go with you." Qrow added in as he followed Winter's path down to the lower level. "I believe in you, kid." He said towards Ruby who yelled "Thanks, Uncle Qrow!", before disappearing below.


As Qrow and Winter piled into the first cargo hold, the Branwen stopped in his tracks when he caught sight of the fading red slash in the air.

She had been here.

"...Qrow?...Qrow! Is this Yang?"

His gaze shifted to see Winter crouched down, holding Yang's unconscious form in her arms. His focus on his sister shattered, Qrow was at Yang's side immediately taking her into his arms.

"Yang, can you hear me? It's your Uncle Qrow." He softly said, eyes laced in concern. When he glanced up, he caught Winter's torn gaze and nodded towards her as Yang started to stir.

In a second, Winter was up and running through the next door over not knowing what lay ahead.


When Winter walked through the door, she had caught the exact moment when that lackey laid his hand on her sister's face. By the time he threw Weiss' body to the ground, Winter had already charged forth, sword shimmering as she used fire dust to blast him into the next door.

"You dare hurt my sister?!" Winter grounded out, creating a blast of wind to knock the man through the door. Seeing that he will no longer stand, Winter hurried back to her sister, gathering her in her arms.

"Weiss..." She quietly said, pleading that there be a response. Soon enough, Winter saw her sister's eyes open and let out a sigh of relief. Her hands tightened around her sister's arms for a moment.

"...Winter?" Weiss softly said before her eyes widened in recognition and disbelief. "How did you get here?!"

"Weiss!" Blake and Yang's voices came from opposite directions as they both emerged. As they bent down to assess their teammate's seemingly okay condition, their gaze turned to Winter as well as an approaching Qrow.

"How did you guys get here?! Why are you here?" Yang asked as they all stood up.

"Ozpin sent us. Said you all had gone missing and that he couldn't reach you guys." Qrow replied.

"Dr. Oobleck said this train is headed to Vale. Is there any way we can stop it?" Winter asked as she met her sister's stare.

"We'd have to get to the front of the car." Blake answered as she reached the ladder to head up. "But we should meet with the others first."

As they all grouped to the top it wasn't long before Ruby ran into them. But before anyone could say anything, Weiss met Ruby's gaze before creating a blockade of ice around them. In a moment there was the sound of an explosion, a burst of white light, then nothing.


Hi again! Thank you to those who favorited, reviewed, and gave me feedback! I really appreciate and am grateful for your attention with this story! I fixed some issues in the first chapter real quick so hopefully no one else gets confused. And just a note, not everything will remain the same from Vol 2 Episode 11/12! It's just some small details that are a little different.

I'm suddenly posting another chapter because I was way too excited of how I saw the rest of the story in my head!

Thank you again and let me know what you think!