As soon as Ace was finally reach the top of the train, he notice Dee and Dudely was fighting against a group of Manticores. At that time, Qrow and team RWBY was finally arrived.

"It seems we had troubles on our hands, master Qrow." - Ace said to his mentor. Dee's charging his club then rush forward, when suddenly a Manticore came out of nowhere snatch him up.

"Dee!" - Dudely shout. Ace saw that so he decide to transform into Drake.

"Cyclonium Grapple!" - A wind-made kunai rope was stuck into the neck of the Manticore that was holding Dee.

Drake:"*grunt* i believe that's! not! yours!" - Drake was pulling the Manticore down hoping to save Dee, as a result it gives a roar then let go of Dee. As Dee falling in midair, Drake jump out of the train, grab Dee then use his kunai rope technique to pull himself back on the top of the train. Once they are on top...

"Wha... What the hell are you?!" - Dee exclaimed.

"A hunter, now get back inside unless you want to get snatched again." - Drake demand. Then he get to RWBY and Qrow.

"What's the plan, Ruby?" - Drake ask.

"Don't let anyone die!" - Ruby said.

"...Good plan." Drake smirk. Then they all charge forward.

Drake summon his Amaterasu Liberator then kill two Manticores at the same time, Ruby stopped Manticore fireball by spinning her Crescent Rose while Weiss using her glyph to attack the others. Qrow was slashing on a Manticore and quickly switched to gun-mode and fire the Manticore behind him, then rush on and upward slash it, then he killed the other Manticore by stabbed through it mouth then switched his Halbringer into scythe-mode to finish the other one. Meanwhile, Blake uses Gambol Shroud's kusarigama form to swing into the air.

"Incoming!" - She wraps Gambol Shroud's ribbon around the neck of a Manticore, allowing Yang to punch through it, causing it to dissipate. Yang and Blake land back on the train, standing next to each other.

"Good to see you're not rusty." - Yang said.

Back to Drake, as he was finished the Manticore with a decapitation slash, another one was flying right at him. Suddenly a rocket come out of nowhere blast it into smithereens, Drake came back to see Raul was aiming his weapon as Lucia and Tanya was getting on top of the train.

"You should have told us before going in, boss. We don't want to miss all the funs you know." - Raul said as he switch his weapon into kanabo mode. Lucia and Tanya was also readied their weapons.

"Hahaha, you guys..." - Drake shake his head amusely.

Dudley's running toward the front of the train, as he finally made it he took out his scroll and activating the train's defense systems.

"Come on, come on..." - Dudley mumbling. Finally the train's armor activates, with reinforced plating covering most of the train while metal bars criss-cross on the windows. After that, a series of sentry guns rise above the train and begin targeting the midair Grimm, a group of Manticores got shot down.

"Yes! Suck on that!" - Dudley said.

Meanwhile, Qrow was using the scythe-form of Harbinger to attack the Sphinx. The Sphinx tries to crush Qrow with its paw, but Qrow manages to transform into bird form before changing back to land an attack from above. The sentry guns fire at the Sphinx from behind, causing it let out another loud roar. Two Manticores fly down, one does a "sonic roll" into a sentry gun, destroying it. The other dodged sentry gun blasts and spits a fireball at one, destroying it. The passengers inside the gun's train car scream as it jolts from being destroyed.

"I swear, those turrets only make things worse." - Lucia said as she using her akimbo pistols to fired at the other Grimms. At that time, Oscar and team JNR finally climb up on top of the train.

"Why is it always something?!" - Nora exclaimed. Oscar run over to Raul who was shooting.

"How can i help?" - Oscar asked.

"Tell that dumbass to turn off those guns, they're drawing the Grimms toward the passengers!" - Raul said, earns a nod from Oscar. Then Oscar runs forward, dodging Grimm attacks along the way. He manages to approach Dudley, who is firing at Grimm with his lever action rifle.

"Stop! You've gotta shut the turrets off!" - Oscar exclaimed.

"Are you crazy? No way!" - Dudley said. As the sentry guns gunned down more Grimm out of the sky...

"Yeah! Another one bites the dust!" - Dudley cheered.

"Stop! We have to lure the Grimm back!" - Oscar place his hand on Dudley.

"What does it matter if they're dead?" - Dudley shoves Oscar off. Suddenly, they notice the Sphinx and the other Grimms starting to fall back.

"What th... Where are they going?" - Dudley asked, but Oscar soon realizing, he quickly turns around and yell " TUNNEL!".

"Huh?" - Everyone stops and notice a tunnel ahead.

"Go!" - Ruby exclaimed. Everyone proceeds to get below into the train cars. Weiss almost falls off the train when a Manticore's fireball barely misses her. Luckily for her, Drake catches her by the wrist before she fell off.

"A friend in need is a friend indeed." - Drake said, earns a smile from her. Suddenly...

"AARGGH!" A scream is hearded.

Team RWBY, JNR and ALTR came in the train car, they saw Dee tends to Dudley who was holds his bruise arm in pain. Then the flashback showed that he tried to get inside the train car, but did it a bit too late, and in result his arm got hit by the wall of the tunnel.

"Hang in there man, you're gonna be ok." - Dee said. Suddenly, Raul approaches Dudley, he pick him up and slam him into the wall.

"You son of a bitch! Just what made you think that's a good idea!" - Raul exclaimed angrily.

"Hey come on! Let him go, he's hurt man!" - Dee exclaimed.

"Shut the fuck up!" - Raul shouted.

"Those things are keeping us safe!" - Dudley argued.

"Us, maybe. But what about the passengers, huh?!" - Raul said. While they're arguing, Ruby looks out of the window and notice that the Grimms are still chasing the train. Then she look at the passengers, a baby can be heard crying as passengers murmur among themselves, she walks forward to stop the three before everything gets worse.

"Please just shut off the guns." - Ruby calmly said. Then Jaune come in...

"Trust us, we know what we doing." - and activates his Semblance to heal Dudley's arm. Dudley look at them and...

"Fine." He answered, earns a nod from Ruby. Saw at Ruby resolve, Drake couldn't help but smiles inside his mask.

"Ren, could you use your Semblance to mask everyone on this train? With the guns off and emotions hidden, they might lose track of us!" - Nora said.

"Yeah, that should do right?" - Lucia added.

"Hm, i never attempted to affect this many people before." - Ren said unsurely.

"Well, you've never had Jaune help before." - Ruby said.

"Wait, he could..." - but before Lucia could finish...

"Yes, he could amplify Ren's Aura." - Weiss interrupted.

"Yeah, that's an alright plan." - Qrow said.

"Agree." - Drake said. Then Ozpin voices come in Oscar head said "May i?" then take control on Oscar.

"I'm afraid there's one complication... The Grimms are also attracted to this." - the "now Ozpin" showed the Relic of Knowledge that was hanged on his hip.

"What's that?" - Dudley asked.

"None of your business. Oz, are you serious?" - Qrow said with his arms crossed.

"Why didn't you tell us that?!" - Yang exclaimed.

"I.."

"It's not matters now." - Drake said. Yang want to talk back but she know this isn't the time so she crossed her arms in silence.

"I don't know much as you girls know beside the fact that Oscar was possesed by the headmaster of Beacon. But what i know is every second we're on board on this train, we're getting everyone else in danger. So here's the plan: Get the passengers to the front cars, Ren still mask the emotions and kill the turrets. But..." - Drake said.

"Few of us will stay behind, If we cut the back cars with us and the Relic on them, we can deal with the Grimm. You just make sure the rest of the train makes it safely to Argus." - Ruby add in. Jaune finishes up healing Dudley's arm and walks over to Ruby.

"Only if you'll promise you'll meet us there." - Jaune said.

"Promise." - Ruby smiled.

"I'll go with Ruby and the others, i still got debt needs to pay after all." - Drake said to his teams. Lucia look at her brother before smiling.

"Good luck li'l bro, see you in Argus." - Lucia said.

With that, Team JNR and LTR begins evacuating all of the passengers to the front half of the train.

Adamas - LiSa theme kicks in

Outside, the sentry guns are shut off and the half of the train has been cut off.

"Alright, guns are shutdown and the train's seperated. All we gotta do now is wait for them to get closer." - Drake said. Ruby's looking at her scroll, which shows portraits of her teammates and Nora, the latter's signal low compared to the rest. She looks back up and notices the Manticores and Sphinx exiting the tunnel and taking flight once again.

"Now, let the revolution begin." - Drake then holding his Liberator, then suddenly switched it into pistol mode. As the Sphinx landed on the train...

"Now!" - Ruby shouted to the scroll.

Nora gets Ruby's message and gives the okay nod to Jaune and Ren. The two combine their Semblances, with Jaune enhancing Ren's Aura to the point where the entire front half of the train is grayed out by Ren's Semblance.

"You want it, then come over here and.. Take it!" - Drake shoot a bunch of cyclone-like bullet to the Grimms, Oscar watches the train as it disappears into the snowstorm, before being attacked by a Manticore. But he manage to block it with Ozpin's cane and attack the Grimm. Yang charge in and grab the Manticore by the horns then she spin and smack it to the train roof cause the Grimm to bounce, then she finish it with a uppercut punch. Blake was also charging into the Manticore, the Manticore use it scorpion tails to attack but Blake has use her Semblance to dodge it and cut the tails off. As Ruby finally killed the Manticore, she notices Oscar's struggle fighting and takes advantage of Weiss taking one down then send it crashing into Oscar's Manticore.

Qrow's using his Halbringer to stop himself from falling after got hit by the snake-tails of the Sphinx, the Sphinx then breath a fireball at Qrow. He tried to block it but got recoil back and fell.

"Master Qrow!" - Drake run over to his mentor then using Cylonium Star to attack the Sphinx. Weiss ice skating on her glyph in order to distract it while Ruby use her Crescent Rose to fire at it.

"We need to ground it!" - Ruby said to Blake.

"On it!" - Then Blake turn around, call for Yang then switched her Gambol Shroud into pistol mode to provide cover fire. Yang takes out a Manticore before launching off it and runs towards the Sphinx, ducking under it. Blake spins her weapon then throw it into the Sphinx, with Yang punching it back and forth, the ribbon wrapping around the Sphinx's torso. Yang punches Gambol Shroud one more time, then stabbed the blade to the train's roof, and she and Blake pull the ribbon together, keeping the Sphinx down. Weiss uses her Glyphs to freeze the Sphinx's wings, Qrow and Ruby took the opportunity to shoot right at it wings, causing the wings shattered. However, the Sphinx was charging the fireball.

"Taking us down with you? I don't think so." - Drake took off Tendo Orb out of his Riser then attach it into the Liberator (in pistol mode), then he aim his weapon at the Grimm. The wind started to reform into a ball at the end of the barrel...

"Cyclonium-Magnum!" - then he shot a wind-ball right at the charging fireball, cause the Sphinx's head exploded, the "now headless Sphinx" fell down the hill and dissipated before it could hit the ground.

Theme ended.

"Well... That happened... Oh, right! Revolution..Triumph." - Drake said. Weiss, Blake and Yang sweatdropped at him.

"That.. Was.. Awesome! I had no idea that your weapon is also a gun!" - Ruby said gleefully.

"Alright, now you just flattering m.. Wait, is it just me or are we slowing down?" - Drake asked. And he was right, the half of the train was decreasing speed... And finally stopped.

"Weell~ crud." - Drake cursed.

"Great, now we stopped in nowhere now.." - Yang said.

"At least we took out the whole Grimms before this. Otherwise it could've been worse." - Drake said.

"So, what are we do now?" - Weiss asked. But before someone could answer, suddenly they heard a door opened sound. They stepped out to see it was the elderly woman, she wears a blue full lenght dress, a pair of brown gloves and a blue mexican-style cloak, she's also has a goggle prosthetic eyes.

"Phew~ that sure was a close one huh?" - She said.

End chapter 3