Phase 3


"... Underground?" Weiss was the first to question Oobleck's explanation.

Yang was pacing across the pitch-black room and brushing a hand through her hair in a vain attempt to keep her cool knowing that they'd been barking up the complete wrong tree. Adam, on the other hand, was left leaning against one of the walls, deep in thought.

"That's right, students! They've been beneath our nose the entire time! Mountain Glenn was known for its deep caves, so of course they would have taken refuge in one of its many outposts beneath the ground! Why, they served as the very last refuge of man here in the city: a final—albeit futile—chance to hold out and potentially escape the waves of Grimm," Oobleck lectured with energy completely unaffected by the atmosphere of tension and fear he'd walked into.

"In fact," the doctor added, "I should be thanking you all for assisting me on coming to that realization with your actions! You see, by ever-so-kindly informing me of your supposed believed location of our White Fang ne'er-do-wells was actually, in fact, based on tracking young Poledina's Scroll, it left it clear that the most likely possibility was that the White Fang had hidden beneath the very earth!"

Trying to follow Oobleck's speed left Weiss fumbling for words in a delayed reaction to him knowing about their plan. Team 'WAY' all had their eyes on Oobleck, now. At least, towards the darkness his voice came from.

With no retort from his students, Oobleck continued on, tone far more serious: "If you did not notice, students, that was your opportunity to tell me exactly why you would hide the what you were doing and the potential, exact location of the White Fang base away from your superior."

The three students glanced around in the darkness, still without words. They were caught in a conundrum. They could never explain the true reason: to tell Oobleck—and, through him, Ozpin—of Cinder and the White Fang directly would inevitably lead to Cinder making due on her threats on Blake and while they were helpless to stop it. Indeed, her threats to Blake were only to stop that exact thing from occurring. They could be coy about it. They could be sly and lead them to her under a cover of plausible deniability, but even now, they walked a thin line. A line they wouldn't even know whether or not they crossed until they returned.

Though Weiss could not see Oobleck, she could feel his gaze on him. "I-I'd just believed, Doctor, that if we'd told you..." Her words died on her lips.

"Oh, please," Yang piped up, "don't bullshit us and say you would've even thought about bringing us along if you already knew!"

"We wanted to be certain that Penny remained safe," Adam added. "There's no doubt you would've called up Ozpin and sent everything you had down there. Or, worse, General Ironwood would have found out about it. A teenage girl is a small price to pay for the entire White Fang: Atlas wouldn't have cared what happened to her."

With her teammates building up their lie, Weiss was able to steel herself. "We... we can't abandon our friends, Doctor. As a Huntress-in-training, it would against the very code and community we swear to protect to so easily put one of our own at risk."

Silence fell.

"Students," Oobleck said, "I am highly disappointed in all of you. Like children, you have allowed prejudices to obscure and corrupt the most precious thing of all in such circumstances: knowledge." The room lit up as Oobleck drew his own Scroll. "This was a joint operation with Atlas from the beginning, and they have been putting considerable resources into not just stopping the White Fang here but extracting Miss Poledina." He shook his head. "This will reflect very poorly on your grade. Gather your things: your mission here is over."

Disregarding the growing frustration and the glares turned his direction, Oobleck looked around the room. "And just where is Miss Rose?"


"I can't believe it, tin man, you're right!"

Ruby's whine echoed as she was kicked into a pristine, white cell.

"Kicking people does get you used to the new leg!" Torchwick cackled and stretched out his leg as Ruby shuffled and forced her way up onto her knees. They'd removed her gag, but her legs had been bound. Normally, that wouldn't be a problem at all: a little aura-boosted strength and maybe some of her Semblance and she could slither right out of it.

Too bad she felt like her aura was bring strangled, and Ruby had a feeling it was from the heavy pressure on her wrists, which were cuffed together behind her back. Even if it was hopeless, even if all she could do was wait, she couldn't let them know that, and so Ruby glared up at Torchwick and Mercury as they lingered in front of her.

"Points to the kid: she's got a mean glare. Well, for a puppy, anyway," Mercury jeered and strolled closer. "Or are you just pouting? It's kinda hard to tell."

Ruby spat on his shoe.

Mercury stared down at his foot, smirk unchanging. He nodded approvingly, stood tall, and kicked Ruby in the stomach.


Ruby's capture complicated matters. Severely. On one hand, Ruby was an extremely important student to Ozpin and, even if he didn't tell his fellow faculty everything about his reason to invite her to Beacon, it was clear as day that as little harm was to come to her as possible. Worse yet, even now, Oobleck was not sure if her innocence could survive being imprisoned by villains like the White Fang. On the other, he was not lying at all when he said their mission was over: this was, as much as he hated to admit it, Atlas' job now. They were only the scouts. A mission of this magnitude was surely beyond freshman, even if it meant leaving Ruby in the hands of the faunus.

Doctor Oobleck made his choice.

"I'm afraid that doesn't change a thing."

The room erupted into fiery oranges and yellows.

"What?!" Yang roared. "Ruby's been kidnapped, and that's your answer! 'That doesn't change a thing'? We're just gonna sit here and do nothing?"

Adam snorted, keeping a stoic expression betrayed by the growing glow from hair and clothes alike. "So much for Huntsmen never leaving each other behind. Whatever happened to that 'honor' they're supposed to have, anyway?"

"What happened..." Oobleck sighed. "What happened was that Atlas requested total control of the operation and unfortunately they didn't have any contingencies for the entire scout team deciding to go rogue and getting one of themselves captured." Lit by the inferno that was Yang, with Weiss' icy glare pinning him down and Adam's hand constantly clenching around the hilt of his weapon, Oobleck briefly wondered if they were foolish enough to actually resort to violence over this. Team RWAY had a rather infamous reputation with the faculty for their... aggressive nature, even among themselves. Though, this would be a surprising act even for them...

The doctor made nothing of it. His choice was made and he was sticking to it. "The mission is over, students." He rose his Scroll to his ear and turned away from them. "And as much as I am sure the three of you would love to wait until I am conveniently busy calling Ozpin to do something like make a wild dash for the underground base of the White Fang using the subway tunnels seventy yards east of here before I could notice and, thus, stop you at all, you must learn to listen to your superior officer!"

The three students didn't say a word as he walked out of the room.

And, as Oobleck heard the scuffs of his students' shoes as they bolted from the building, he smiled. He'd indeed made his choice.

Now, to pray that it was not a mistake.

"Ah, headmaster! I have wonderful news: our mission has succeeded in record time!"


The room spun as Ruby forced herself to sit up. This time, the door slamming shut and locking made it clear that Mercury and Torchwick had enough fun laughing at her misery and decided to leave. Probably to go kick puppy faunus or something...

Ruby groaned and leaned up against a bed in the center of the room. This sucked. This sucked a lot. No aura, no friends, not even her baby, Crescent Rose! All she could do here is keep trying to wriggle out of her ropes and hope she could think of a way out before the rest of her team showed up. After all, she Ruby was sure that she was going to make it out of this just fine, but how much cooler would she be if she met RWAY halfway after breaking herself out! Even Weiss would have to admit she was cool. But, until then...

She sighed and looked over at Penny sitting on the bed she leaned on. "Guess it's just you and me, Penny..."

... Wait.

"Penny?!" Ruby snapped out of her daze in an instant and shuffled closer. Indeed, Penny was sitting right there in her normal outfit, her head down and eyes looking way more dull than usual, but she looked alright. She had the same cuffs she did, just with her hands in her lap rather than behind her.

"Penny, are you okay? Did they hurt you?" Ruby wriggled and bounced up in front of Penny to try and get her attention, but she didn't make any effort to move. She didn't even so much as blink. Her stare was empty and without life. If her chest wasn't still rising and falling, Ruby would've thought she were dead. Ruby's heart raced as she looked Penny over: it didn't look like they'd hurt her at all, but why would she be like this? Her eyes fell onto the heavy manacles on Penny's wrists. The same ones she wore.

The ones that were probably squeezing her aura like this... oh no! Who knew what kind of effect they would have on someone like Penny!

Ruby gasped. "Don't you worry, Penny! I'll get us out of here!"

Maybe it was just a trick of the light, but Ruby swore she saw Penny smile.


There was no time to move carefully or with stealth. By now, the leaderless Team RWAY didn't just cease to care about whether or not the White Fang noticed them approaching, they wanted the White Fang to know. Weiss kept the way ahead lit with a shining glyph, and it was well-needed: they raced through tunnels filled with debris, stairwells that were little more than jagged steel by now, and lower floors that were half-collapsed and full of holes. They, just like the streets above, were barren of Grimm yet, even at their speeds, they could catch glimpses of the wear and tear of recent activity.

The White Fang had been here. Often. Recently. Glances at her Scroll told Weiss that moving down through the mazes of subway tunnels and stations were taking them further away from Penny, but now that they at least knew the plane they were supposed to be on, that didn't matter to her one bit.

Yang rushed past Weiss to ram through the final door that would take them to their destination. The difference was like night and day, and the simplest change was light pouring in at all. It was still strangled and desaturated, but at long last, natural light allowed them to see both the landscape and the source of the light at all: massive, pale cracks in the sky itself, like veins reaching across and through the heavens. Around them, stars of a myriad of colors twinkled away. But it was no sky at all: it was the top of the gigantic cave the second level of Mountain Glenn laid within.

"Is that... Dust?" Yang mumbled as they stepped out into the stale, stagnant air.

They now stood atop the roof of a building at least eight stories tall against the earthen walls and with a perfect view of the city: a skeleton, just like its brother above. Tall towers of steel girders stood without floors or even walls, scattered among streets that looked like they'd barely ever been walked, and buildings paradoxically caught between collapse yet parts of them looking all but pristine. A city under construction and never finished.

"There's so much!" Yang said. "No one ever came back for it?"

Adam glanced over to Weiss. "Well, you're the heiress. This sounds like your field."

Weiss scoffed. "Perhaps the Schnee Dust Company wanted to let the dead rest peacefully instead of digging up their graves for money?"

Adam cocked an eyebrow.

"... Fine, the real reason is because the remnants of previous owner, Merlot Industries, has been very adamant on keeping mining rights in the former areas of Mountain Glenn, even if they've never used them. My father was... very opinionated on their practices."

"How horrible that the former owners won't let someone else dig up the graves of millions," Adam grumbled.

"It's more complicated than that, you dolt! Mountain Glenn has one of the largest Dust deposits in the world; it rivals even Atlas!"

"Alright, alright, I get it!" Yang stepped between them both, eyes a reddening magenta already. "We still have someone we need to be saving."

The two nodded, and the team began walking towards the edge.

"Wait!" Weiss called out. "Before we go, I suppose now is the best time to give you this, Adam." She withdrew a pair of rifle magazines fitted for Blush from her belt with colored notches all the way down its sides, marking potentially devastating Dust payloads in each cartridge. The Schnee insignia was emblazoned in white on one side and his wilted rose emblem on the other.

"It took a lot of work too, so you better at least say thanks."

She wasn't lying, Adam thought: with how little his weapon ever left his side, most of her observations would have had to have been from eye and what measurements she could take in the scarce moments it was away from him, yet just on sight alone he could tell it'd fit perfectly in his own weapon.

"And before you say anything Yang, with the number of heavy shells you go through on a daily basis I'd be penniless just making one belt of ammunition for you. Trust me. I did the math."

Adam's gaze remained on the magazine—on the Schnee symbol marking the side of it, like it was completely normal. Like it belonged on the weapon of a former commander of the White Fang. Years of being one of the faunus who mined the Dust the SDC used, all coming to this: using it to harm his own people. Adam was prepared to harm his fellow faunus. He was prepared to kill his fellow faunus. He was prepared to do countless things to protect what was his: his family, his friends, his allies.

"Thank you, but I'll be fine without it." But Adam could not bring himself to use a Schnee tool. Not against them. And so, he turned and marched off onto the ledge, leaving Yang and Weiss stunned behind him.

His refusal finally clicked in Weiss' mind, and with a huff, she stomped off after him. "Surely, you must be joking, Adam! This is serious, this is no time for pride or petty..." The crimson-red glare turned Weiss' way left her trailing off.

Yet, their conversation only quicker without words: she stopped, yet held her chin high. A respect for the line Adam drew, but not accepting it as the end of it.

Adam snorted and rolled his eyes as they faded back to emerald: she could accept whatever she wanted, but he wouldn't.

She crossed her arms in defiance.

He narrowed his eyes in silent demand for it to end.

With a scoff, Weiss uncrossed her arms and placed the rifle magazines back at her belt, yet further up than it was before. Unconcealed. A reminder it was always there, both as a taunt and genuine offer alike. In a little under five seconds, the wordless argument began and ended.

"Whatever dude, your loss," Yang said as she walked past them both. With a blast of gunfire, she unceremoniously launched herself off the building and into the streets below. Adam dropped down after, Weiss drifting to the ground atop a glyph behind him, both just in time for a trio of White Fang soldiers to come racing out from around the corner of a decrepit building to investigate the din Yang's weaponry made, rifles in hand.

Six pairs of eyes locked onto one another.

"Where's Ruby?" Yang growled.

The three soldiers raised their weapons.

Yang spat. "I was hoping you'd do that."

They opened fire, and Yang dove in.


Stagnant air full of decaying Dust, negativity and high heat left the vast generator room of the White Fang base a place where very few people willfully spent time. Multiple portable generators kept the White Fang base running with at least some semblance of modern life: lights, water, heat, and all from stolen SDC Dust. The constant hum and crackle of power was like nails on chalkboard to the faunus' more sensitive ears.

As such, it was one of the only places Torchwick and Mercury could go to relax and not have to deal with the faunus' problems. They'd been in worse conditions. So had Emerald, for that matter, but that only seemed to make her all the more unwilling to spend more time than she needed to in a place like this.

Torchwick took a long drag from his cigar, legs crossed and resting atop a spare crate he'd dragged in. He looked at his cigar box: empty. With a sigh, he flicked the rest of his cigar away.

"Well," Torchwick said to Mercury, who sat on a crate opposite of him, "I'm gonna go start the train."

Mercury flipped to the next page of his comic. "Uuuh-huh." He paused, then looked up. "Wait, what? Cinder didn't change the plan: we leave in ten days."

"Yep, and I'm changing the program. We're leaving now." Torchwick grabbed his cane and got to his feet. In that time, Mercury had already jumped up and was moving to stop him.

"Uh, no. We're not," Mercury stated. "I don't know if you finally cracked or what, old man, but what Cinder says goes."

"Oh, you poor thing, you don't get it, do you?" Unfazed by Mercury, Torchwick strolled towards the door. "Walk with me." His callousness actually left the assassin with a lack of words as he watched Torchwick go by. "Now, I know there isn't too much in that thick head of yours, but what do you think it means that we've got Red locked up in the back?"

Mercury sneered. "Those Beacon kids are getting a little too nosy for their own good. What about it?"

"Very good, Mercury!" He spun to face him as they walked through the door. "You're catching on! And who was with those Beacon kids?"

"The motormouth."

"Who has a direct line to..."

Mercury frowned. He knew where he was going with this. Not that he liked it. "You know Cinder's not going to be too happy about this."

"God, you really are a momma's boy, aren't you? You still need her permission to go online, kid? Think for yourself! Ozpin finds out we got Red here, he's gonna bring down the hammer. We're already planning to bring Atlas out here with the puppet, so that means two Kingdoms breathing down our neck. That's not to mention the rest of that brat's crew coming after us." The crime lord ignored Mercury's scowl as he turned back to the generator room and waved him away with his cane. "Don't you worry, tin man, I'm still gonna get the toaster back to Atlas, and I'm still following Cindy's plan. I'm just... accelerating it. "

"So, 'Phase 3', or whatever she calls it starts... now." With the flick of his wrist and the click of a trigger, Torchwick sent a shell rocketing past Mercury.

Into their own generators.


Ruby instinctively ducked down as the room shook then was plunged into darkness. A pair of beeps followed by loud thumps came from around her, and Ruby could feel her wrists be freed and her aura come rushed back to her. And if her aura was back at full, then that meant...

Pale-green light flooded back to Penny's eyes and clothes alike, leaving the room in a faint glow. "Ruby! Have you been physically or mentally harmed?"

"I'm fine, I'm fine! I should be asking you that!" Ruby wasted no time in untying the bindings around her ankles.

Penny blinked and cocked her head to one side. "Me?"

The doors flung open, White Fang grunts already moving to recapture them. Penny beamed and, one by one, her blades lit up and revealed themselves hovering just behind her.

"I'm combat ready!"


"Quit panicking, everyone!" Torchwick shouted from the train's intercom. In the distance and within the base alike, the White Fang could hear the crack and roar of gunfire. There were no telltale grunts and growls of Grimm: they were under attack. He could see them staring up at the train's speakers like deer caught in headlights from the windows of the train cab.

"Worthless..." he mumbled under his breath before returning to the microphone. "As you might be able to tell, we are now under attack! So, we're making a little adjustment to our planned departure: we're leaving now. Get this train in order because our next and final stop is Vale itself! Let's go!" A high-pitched battle cry rung out just outside the train and bullets bounced off of its heavy plate, followed by the din of combat. "And would someone please kill that girl!" He didn't bother listening for any replies, instead dropping down in his seat at the front of the train and sighing. This was going to be a long day.

"..." Neo leaned against the side of his chair and gazed out at the seemingly endless tunnel leading out from Mountain Glenn.

"My thoughts exactly, Neo. My thoughts exactly..." He looked over his shoulder, where Mercury leaned up against the wall with his comic in his hands. "What about you? Done pouting yet that we don't have mommy's permission?"

Mercury snorted and flipped to the next page. "Hey, you'll be answering to her, not me."

"Aww, well, if it makes you feel any better, you can go out there and watch animals without a lick of training get wasted by some students all you like! Please, be my guest, but I am outta here."

Mercury shrugged, but his retort was cut off when the door opened. Standing in the doorway, almost large enough to not even be able to fit through it, was Captain Almond. He stomped inside the cab, heavy chainsaw silent but carried in both hands and rippling, wave-like armor grinding against the doorframe as he pushed past it. Towering over every person there, he stared down at Torchwick.

"You're launching early." His voice was like grinding rocks, the effect made all the stronger by his mask muffling his words. He did not sound pleased. Behind him, Mercury smirked at Torchwick.

The crime boss snorted. "Yeah. What of it?"

His grip tensed on his chainsaw. "Is it him?"

"Pretty sure the whole squad is out there—"

"Is. It. Him."

"The bullheaded one's there, don't you worry about that." Torchwick waved him off. "You'll get your turn."

The captain, new leader of the Vale Branch of the White Fang, trudged through the cab towards Torchwick. He reached out and activated the microphone. "White Fang. Double time." And without another word, he left.

Torchwick glanced back at Mercury once more, grinning when he saw that smirk of his having long faded.

"Alright, boys and girls, take your places! Things are about to get loud!" He reached up, yanked a chain down and cackled as the train's horn went off.


Adam drew his blade and launched a White Fang grunt into the air with a swing just in time for Yang to leap over him and send their foe bowling over his comrades with a single punch. A rush of Dust shot past them and, when it cleared, the group was frozen to the ground. Groans and grunts of pain filled the street they were on: so far, they'd managed to defeat every soldier they'd come across without lethal injury. Close to it, but not having crossed that line. How long they could keep that up, however, they didn't know.

The blare of a train horn sliced through the air.

"Is... that what I think it is?" Weiss asked, incredulous. The three jogged forward, and Yang squinted off into the distance. Sure enough, past the squads of White Fang soldiers and what looked like slate gray Paladins without half the armor, an absolutely massive train sat on the rails. The dull hum of Dust reactors filled the air, but that wasn't what got their attention.

What got their attention was that none of the soldiers were paying attention to them. Instead, they were focusing their fire on speedy blurs of red and mint-green. Speedy blurs that looked a lot like...

"Ruby!" Yang called out and sprinted towards the fray.

"Penny!" Weiss ran in pursuit, glyphs leaving the two all the faster as they raced towards Ruby and Penny both, Adam trailing behind. They could see the two ahead pause for a moment before rocketing forth to meet them.

"Catch!" Adam twisted and threw Crescent Rose. Ruby leaped up, caught it and spun to land facing the train as if she'd been running with RWAY the entire time. Her dramatic entrance was ruined when Yang leaped forward to embrace her. Penny skid to a stop just ahead of them, blades clumped tightly together and emitting energy as thrusters that kept her afloat. At least, until Weiss all but tackled her with a hug.

"Great, you're here!" Ruby said. "I didn't see Cinder over there, but Torchwick's got a bunch of crazy things on that train! AK-130 Knights, AK-290 Prototype Paladins, White Fang, I think I even saw some AK-190 Mark II Praetorians!" she rattled off. Behind her, the White Fang appeared to have abandoned their pursuit altogether, instead focusing all their efforts on boarding the train.

Yang cocked an eyebrow. "Prae-what-nows?"

"Heavy, quadrupedal assault droids. Predecessors to the Paladin," Adam explained. "Where could they have even gotten them, let alone the... train..." He trailed off. Ah. So that's where it'd wound up.

Weiss narrowed her eyes. "Adam. Do you know where the train came from?"

"Not in the least. No. I wasn't there for that."

"Your heart rate and blood pressure have begun to increase, Mister Belladonna! Are you okay?" Penny asked with a bright smile.

"We were just in combat; it's nothing," Adam hastily rebuked.

"Your heart rate increased further, Mister Belladonna."

"... They had to get in here somehow," said Adam, ignoring Penny, "but they couldn't have kept up a consistent supply line: Mountain Glenn's tunnels were collapsed in on themselves to prevent Grimm from collecting and growing stronger where Huntsmen couldn't easily get to them. This place would've flooded with Grimm if they didn't blow the gate after they got the train in. There's only one way out that wouldn't be buried under rubble: the way to Vale."

"But wouldn't that just be another dead end?" Yang asked.

"A~all aboard! Next stop: the City of Vale!" Torchwick's voice echoed from further up ahead.

"Doesn't look like it's stopping him," Weiss said.

"My readings show that the number of White Fang assailants are above four hundred," Penny brought up and looked between the rest of the team. "I would recommend that we wait for further reinforcements from Atlas."

The horn blared, and the air was filled with the rumble of the giant train beginning to lumber forward.

"There's no way they'd be able to mobilize a strike force in time," Adam countered.

"I'll try and call the Doctor!" Yang pulled out her Scroll and attempted to call. "Come on, work, work!" No connection. "I've got nothing!"

"Then, what are we going to do?" Weiss asked.

Adam cracked his neck. "The only thing we can."

Ruby cocked Crescent Rose. "We're stopping that train."