Gun Sonata continues with chapter 11!

I would like to offer my apologies for the long wait. Borderlands 3, The Surge 2, helping out folks in my town and my birthday were a huge strain on my writing schedule. I still eagerly await the release of Volume 7, it's gonna give me a buttload of new ideas!

Review Time!

GXY-2013: Dude, you must have some kind of clairvoyance power! You'll see very soon!

POOTISPOW: Oh my god, YES. I can easily imagine an alternate universe with Steven Blum having the time of his life with them! I don't think those mechs would fit in this fic. RWBY already has the Paladins.

Brandon Vortex: Thanks for the review!

Guest #1: You bet!

Evolution-500: Trying my best to find and correct them, thank you for pointing them out.

RWBY and Bulletstorm belong to their respective owners. I do not own either of them.

Chapter 11

In for a Penny

SECRET WHITE FANG BASE

The sounds of rapid, near deafening explosions and crumbling debris were the only things the group could hear as they ran though the rapidly deteriorating base. Every blast was like a clock ticking down to detonation as more parts of the mining complex collapsed into the chasm.

"We don't have long before this place explodes with us on it!" Pyrrha fearfully yelled. "We need to find a way out of here, now!"

Mercury looked to his right and saw something that gave him a glimmer of hope. "Looks like fate's finally smiling down on us! There's a cargo train right up ahead!" He pointed to a large train sitting near a gigantic, disused bucket wheel excavator.

"Last train from Explosion Town! Everybody move yer shit!" Grayson loudly announced as they all ran faster. After crossing collapsing bridges and scaling ruined scaffoldings, they finally made it to the main platform the train was next to. So far, it looked like the coast was clear: no White Fang soldiers in sight.

"Okay, we've got an open window so let's get this thing cranking before more Fang come." Ruby suggested.

"Are any of you able to operate it?" Ishi asked.

"I wouldn't worry, I'm sure we'll figure out a way to-WOAH!" Jaune started before he saw something made him jump. A large figure leapt from the train and in front of the group; standing to his full height. It was another White Fang insurgent that was 8 feet tall, had a large beer gut and clad head to toe in heavy steel armor!

Attached to the back of his armor was a metal backpack which glowed the same color as energy Dust and wielded a weapon that looked like a futuristic flamethrower. Two large tanks filled with fire and electric Dust was funneled into the weapon underneath it, giving it a red and yellow glow. The terrorist hefted up the weapon and fired a stream of electrified fire into the air!

Ren gulped. "Ohhhhhh, that's distressing…"

Everyone got into combat stances and prepared themselves for a fight. This was no doubt an elite member of the White Fang: expertly trained, highly skilled, very strong-

"DUR HUR HUR HUR! TIME FOR SQUISHING!"

…and apparently a few slices short of a loaf. He blasted of another plume of death at them, forcing everybody to take cover behind of crates (an all too reoccurring tactic).

"Jeez! Where the heck did Tons-o-Fun come from?!" Yang yelled as she ducked to avoid the flames from scorching her beautiful hair.

"Right now we should focus on how to take him down!" Ren replied.

"I got this!" Nora beamed as she readied Magnhild in its launcher form. She quickly dove out of cover and launched 5 grenades at the insurgent. To her surprise, the grenades detonated against his Aura but did no visible damage to it whatsoever! His Aura visibly shimmered with a light blue sheen while Nora's eyes nearly bugged out of their sockets.

"What the?!"

"DUR HUR! THAT TICKLED!"

FWOOOOOOOOOOOOSSSHHH

Nora ran for cover back with the others as the he slowly lumbered towards them while firing more electric flames at them.

"I've never seen an Aura that strong before! He must have some kind of Semblance that's amplifying it…" Emerald surmised.

"It's not his Semblance though you're not too far off." Weiss corrected. "That's an Atlesian powersuit he's wearing. You see that backpack? Its megacharging his Aura."

Grayson raised an eyebrow. "He looks 'megacharged' with a dozen buckets of fried chicken."

"HA!" Yang laughed.

"It's obvious we should take out the backpack." Ishi pointed out as he swapped out his ice Dust magazine with regular ammo.

"Yeah. Then we can focus on chipping away his armor." Ruby agreed, with the others nodding in agreement as well.

"But first we'll have to find a way to distract him." Blake pointed out." We can-wait. Where's Gray and Yang?"

"YOOHOO~!" Came the sing-song voice of Yang. The grunt ceased his torching and looked to the train. Gray and Yang were standing atop some crates, smiling broadly.

"Hey, Yang! What do you call a 400-pound lardass with half a brain?"

"Beats me, Gray! What?"

"Gifted!"

This succeeded in pissing off the brute who turned around and aimed his weapon at the pair. "GET READY FOR HURT!"

"NOW!" Ruby shouted. Everyone with ranged weapons popped out from cover and fired at the terrorist's backpack! A large hole was blown out the side of it and Jaune vaulted over the crates, ran towards him and thrusted Crocea Mors right into the backpack. It started to go haywire with sparks erupting out of it, prompting Jaune to get away from the goon as he started to fail around in an attempt to get the backpack off him.

BOOOOOOOOOOOOOOOOM

The force of the explosion fully depleted his Aura. Stumbling from the blast, the brute angrily whirled around and prepared to fire his electric flamethrower but Grayson used his Instinct Leash to yank it out of his hands and allowing Yang to sock him across the face. His helmet tumbled to the ground, revealing the bald head of the terrorist.

He had a distinct purplish pigmentation around the skin of his neck and had tiny little ears on the side of his head. He had curved tusks that protruded from the bottom of his mouth, indicating that he was a hippopotamus Faunus. With a deep snarl, the Fang charged towards the group behind the containers who barely had enough time to doge out of the way as he barreled through the crates like a bowling ball!

Turning on a dime, the goon charged towards Mercury with his toothy mouth wide open, ready to bite him in half! A row of ice-infused Glyphs suddenly materialized right under his feet, courtesy of Weiss. As he brute struggled to regain his balance as he slipped on the Glyphs like he was at an ice skating rink, Blake ran ahead of him and threw out Gambol Shroud, the ribbon looping itself around a steel beam. She tied the other end of her ribbon to another beam near her just in time as the goon tripped over it and slid towards Mercury at high speed.

Grinning, the kickboxer jumped up and slammed both of his feet upon the Fang's cranium and leapt off him just in time as the brute slammed face first into a stack of barrels. He got up to face the intruders and spat out a barrel that was comically stuck in his mouth.

"Now, now, now, that barrel is not your eating disorder." Mercury mocked with a grin as everyone grouped up with him.

"YOU'RE A PENIS!"

"So long since you've seen yours you that you don't even recognize one, do ya?" Grayson gleefully insulted.

The hippo grounded his teeth together as his face went red with rage. Everyone started to back away from him as Grayson's smile grew wider.

"Gray? I don't think we should antagonize him any further…" Pyrrha cautioned.

"Aw, don't be too mad. I'd be pissed too if I couldn't see my own junk!" Grayson laughed, completely ignoring her. The goon snapped and let out an infuriated bellow. He grabbed a steel girder and started to wield it like a baseball bat, forcing everybody to scramble out of his way as he charged towards them!

"GONNA KILL! GONNA KILL!"

The corpulent lunatic swung the girder around at the group, knocking aside barrels, crates and debris around as they frantically avoided his swings. He had become a whirlwind of death; for a single hit meant certain doom. The rumbling and explosions increased in intensity as this was going on; this base didn't have long before it would crumble into oblivion.

Raising the girder above his head, the terrorist swung the girder down upon Blake but only ended up smashing her shadow clone. Blake appeared next to him and squeezed off a few shots at his face but he held up his hand to protect himself; his blubber causing most of the bullets to bounce off him. Grayson overcharged Boneduster and fired at the frontal armor plating covering the White Fang's belly. The resulting blast wave superheated the armor and the goon quickly yanked it off of him to stop the burning.

Ren rushed forward and unloaded StormFlower at him with Blake joining in. As the hulk swung the girder at them, Jaune flanked behind him and used his sword to cut off the large straps holding up the back portion of his armor. Mercury activated Hermes to boost towards his back and deliver a powerful flying kick to his backside just as the armor slid off. The terrorist stumbled from the blow and Pyrrha used her semblance to take control of the girder he was still holding and slam it against his face!

The oaf howled in pain as he clutched his stinging face; the girder thudding to the ground as he staggered. But then a gravity-infused Glyph appeared beneath the girder and a blast of kinetic force sent the girder slamming into his face again! Nora and Emerald were instantly upon him; the hammer wielder slamming Magnhild on top of his skull and Emerald wrapping the chains of Rapacity and Avarice around his neck.

The goon tried to rip away the chains tightly constricting around his throat but Emerald guided the flailing mook face first into a steel beam. Emerald hopped off his back as he staggered around; poor bastard probably didn't know what planet he was on. Yang rushed in and unleashed a flurry of punches against his gut like it was a punching bag. After a few seconds of high-speed pummeling, Yang jumped out of the way to allow Ishi to close in and throw a powerful straight punch to his stomach with his bionic fist.

The brute's eyes bulged out of his head as he clutched his belly in pain but received no respite as an energy whip coiled around his throat. Grayson started to pull him down with the Leash and hopefully knock this idiot out so they could get the hell out of here.

"Hey, big guy! The sun's gettin' real low-"

BAAAAAAAAAAAAAAAFOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOM

A massive explosion decimated a massive chunk of the base; the resulting shockwave knocking everybody off their feet! More sections of the facility sloughed off the canyon wall as the fires began to consume whatever hadn't fallen into the chasm. As the flames began to spread dangerously near them, Grayson and Ruby struggled to get up but the brute's foot slammed down on Grayson's back!

"AAAAARRRGH!" Grayson yelled as the foot painfully pinned him to the ground.

"GRAY!" Ruby cried out as she grabbed Crescent Rose. But a massive fist grabbed around her entire head and was lifted up into the air by the terrorist, her weapon clattering to the ground!

"RUBY!" Almost everyone cried out!

"GONNA CRACK YOUR SKULL OPEN!" The rotund psycho raged as he began to squeeze Ruby's head!

"LET GO OF HER!" Yang roared furiously as her Semblance flared up; flames dancing around her as her eyes glowed red.

Clenching his teeth together at the sounds of Ruby's pained screams, Ishi aimed HeadHunter; the crosshairs of his scope focused directly on the insurgent's forehead. He knew he would be breaking his word to Blake but if he didn't do something now, Ruby was going to be killed. As Yang rushed in to save Ruby and Grayson, Ishi was seconds away from pulling the trigger…

A FEW MINUTES EARLIER

After discovering a White Fang forward operating base littered with dead bodies, exploring a mine filled with Dust and SDC equipment, Penny now found herself within an expansive hanger filled with stolen Bullheads. All of the aircraft had been suspiciously disabled and there were signs of a scuffle. As much as she wanted to investigate, a loud explosion rocking the hanger snapped her out of her observations.

Penny headed over to the open hanger doors and looked down to see a sprawling mining complex in flames and crumbling away! Penny began to scan the area for anybody still inside and picked up a few signatures near a large cargo train. Her scanners zoomed in and she saw-

Her eyes widened. She saw Ruby in peril!

Transforming Hephaestus into its jetpack configuration, Penny flew down like a speeding bullet right towards the terrorist holding Ruby in a death grip. The hippo Faunus heard something coming from above and looked up just in time to see a girl dressed in green do a spinning kick right to his face! He was sent tumbling across the ground, releasing his hold on Ruby and the man he had pinned underneath his foot. Yang screeched to a halt and Ishi lowered his rifle as the others stared in surprise.

Penny twirled around while in the air and landed behind the insurgent who began to get up. Penny thrusted towards him and did a swift kick to the side of his head, landed in front of him and grabbed his arm. She then flipped the insurgent over her head and slammed him to the ground over and over! Penny swung him into a pile of crates but he quickly recovered and charged right at her like a bull. Penny gracefully pivoted to the left to doge the brute's incoming fist and followed up with a right hook that sent him staggering backwards. Enraged, the terrorist wildly flailed at the girl in an attempt to hit her but she kept dodging them and responded by swiftly unleashing a hail of precise punches and kicks to his vital areas, namely the chest, neck, head and legs.

The fight was easily turning in Penny's favor due to her offensive/defensive subroutines pinpointing where the attacks would come and when to dodge while her sturdy, metallic endoskeleton made her blows incredibly powerful. She heard the sounds of an aircraft and looked to her right to see a White Fang Bullhead approaching with its bay doors open, the insurgents inside ready to open fire upon her.

Dodging another swing from her opponent, Penny kicked his left leg to force him on one knee and then sent him flying into the air with an uppercut! She then lashed out with her swords but instead of stabbing him, the blades looped the high-tension wires they were attached to around his arms and legs. She then swung him around like a propeller and then released the wires at the right time to send the terrorist careening at the Bullhead!

The hippo Faunus landed right into cabin, nearly knocking the other White Fang out of the Bullhead as the pilot tried his hardest to stabilize the aircraft. He managed to level it out but instead of circling around to have his brethren fire at the intruders, he turned the ship around and flew away from the base when he saw familiar, bird-like shapes out in the distance…

Satisfied, Penny placed her hands on her hips and nodded her head at a job well done as her blades retracted back into her backpack. Everyone else who had watched the beating she gave that implacable juggernaut all had their jaws agape.

"Who da hell is that?" Grayson said in amazement as Ishi helped him up.

"Dunno, but we owe her one!" Nora replied.

Yang slowly began to notice something a familiar about this girl. "Say Ruby, isn't that-"

"PENNY?!" Ruby gasped.

Penny turned around to the group and smiled at the sight of her friend. "Sal~u~tations!" She greeted with a wave of her hand. Ruby ran up to her with an expression of joy and confusion.

"Penny, that was amazing! But how did you get here-I mean, what are you doing here-"

Another loud rumble and several explosions reverberated throughout the canyon, interrupting Ruby and shaking the base.

"Perhaps we should postpone this conversion for another time, Ruby." Penny advised. "This facility is about to collapse and there are Grimm incoming!" She pointed upwards; there were indeed incoming Grimm, mostly Nevermore approaching them! Not only that, there were also scores of Beowolves scaling the chasm wall and leaping into parts of the base that hadn't been destroyed yet!

"Cover me! I shall start up the train!" Penny yelled as she ran to the controls. Everybody scrambled onto the platform of the cargo train, ready to mount a defense against the incoming horde of nightmares. Grayson spotted the electrified flamethrower weapon the White Fang asshat was previously wielding on the ground near them and smiled deviously.

"Hey there beautiful…oooooooh! Got some weight on ya!" Grayson swooned as he hefted the weapon up. The Beowolves began to close in and Grayson leapt off the train, much to the others shock, and let loose a stream of electric fire at the pack. The Beowolves howled in horrible pain as their flesh was cooked right off their bones and the electric shocks fried their nerves.

"BWAHAHAHAHAHAHAHAHA! BURN, FREAKY BURN!" Grayson cackled wickedly as he swept the weapon from side to side, creating a wall of electrified flame.

}KILL-O-WATT{ 200sp x30

}TOASTY{ 150sp X30

Needless to say, Grayson's behavior was starting to freak Emerald and Mercury out a little. He seemed like the type of guy Cinder would recruit.

"Is he…mentally insane?" Emerald asked Pyrrha.

"Oh, no…h-he's…um…" The champion of Mistral fumbled over her words in an attempt to find the best way to describe Grayson's "erratic" behavior. "W-well he's…o-o-overly enthusiastic. Hehehe." She finished with a nervous laugh.

"Actually, he's just plain crazy." Weiss dismissed with a shake of her head. The screeching cries of the Nevermore turned everyone's attention to the sky as the bird Grimm dive bombed towards them, forcing everyone on the offensive. As everybody attacked the Nevermore, Penny worked on the console to get the train running. It was well-maintained for such an old model; most likely used by the White Fang for numerous supply runs. After a few rewires and some start-up procedures, the engines slowly began to hum.

"Have you got the train running yet?" Someone from behind asked her.

"I have. But-" She turned around and nearly jumped at the sight of a man with grotesque artificial limbs, including one for the half of his head. Penny was mortified at the condition this poor man was in as well as his gruesomely installed prosthetics and grievous injuries.

"My goddness! Sir, are you well? You appear to be in a great deal of pain-"

"I am in a constant state of pain!" Ishi harshly interrupted her, tired of everyone reacting to his appearance.

Penny was taken back by his harsh reaction. Then she realized she might've offended him. "P-please accept my deepest apologies-"

"PENNY! ISHI! WE COULD REALLY USE YOUR HELP HERE!" Ruby shouted as she leapt over an incoming Nevermore and hacked off its wings. Rushing over to the others, Ishi slammed his bionic foot on top of the struggling Nevermore's skull, crushing it like a soggy pumpkin while Penny took to the air with Hephaestus and twirled her swords around like a buzzsaw that instantly decapitated up to five Nevermore!

"The engines are primed but it will take a few seconds before it will start moving!" Penny debriefed everyone as she landed.

"I doubt the Grimm will wait!" Ren replied as he and the others opened fire at the Beowolves who were being lit aflame by Grayson.

"And neither will this whole base!" Mercury added as another explosion ripped through the mining complex. Grayson saw the explosions as well and decided that it was best to get back on the train. Laying down one last wall of flame before the weapon eventually ran dry, he chucked the weapon away and ran back to the train.

"ROOOOAAAAAARRRRRRRGGHH!"

But Grayson didn't get far as an Alpha Beowulf leaped over the flame wall and pounced upon Grayson! It grabbed him by the sides and attempted to bite his head off but Grayson grabbed its upper and lower jaw, holding them open. Grayson strained to keep them open but he could steadily feel the beast's strength overwhelming him and poised to clamp down on his skull. Suddenly, Blake soared over him and plunged her katana downward at the Alpha, her blade piercing straight through its throat! The Grimm let out a gargling wail as it dropped Grayson who grabbed Boneduster off the ground and blew its right leg off at the knee!

BAKOOOOOOOM

Despite the loss of its limb and the searing pain it was in, the Grimm tried to bat Blake off of its back. A regular sized Beowolf leaped over the flames and went straight for her with its claws but it only succeeded in hitting her shadow clone. Blake materialized next to the Beowolf while the both of them were still in mid-air and she flung the cleaver portion of Gambol Shroud attached to her ribbon at the Grimm whose upper half of its head was cleaved off.

Landing on the ground, Blake and Grayson made a break for the train while the Alpha Beowulf hobbled after them. Grayson looked behind him to see the flame wall slowly dissipating as the other Beowolves began to slip through. Eyeing the bigger Beowolf coming towards him and Blake, Grayson hatched an idea. He bolted towards the Alpha, dodged a swing of its claw and leapt up at its face! Grappling with the snarling monster, Grayson unslung his grenade belt lined with vials of fire Power Crystals and tied it around its still bleeding neck. He then kicked the Grimm into the approaching horde, bowling over several them as it tumbled through the crowd. Grayson landed on the ground, reloaded Boneduster and fired at the Alpha, a majority of the pellets hitting the vials!

BAAAAFWOOOOOOOOOSSSSHHHH

A fiery explosion blew off the Alpha's head and bathed a multitude of Beowolves in a burst of searing flames!

}GRENADE GAG{ 250sp

}GANG BANG{ 35sp x25

}MINEFIELD{ 25sp x25

}SADIST{ 65sp

}HOMIE MISSLE{ 100sp

}TOASTY{ 150sp x25

Grayson turned to Blake with a smile. "C'mon, admit it. That was fuckin' awesome."

The cat Faunus sighed. "Yeah. It was." She admitted. The pair quickly got onto the train just as it began to slowly lurch forward.

"How many skillpoints do you think that was?" Yang asked Grayson, admiring his handiwork as he and Blake joined back up with the others.

"Ah you know, a lot." Grayson responded happily.

Ishi was over at the controls, tapping a few buttons to speed it up as everyone crowded around him. The explosions started to get louder and louder as the Grimm were soon engulfed in the ensuing destruction. The base began to finally crumble into the chasm, taking some of the train tracks with it!

"Come on, come on, come on!" Jaune worriedly chanted as the tracks behind them were slowly being consumed from the collapse of the facility.

"Can't you get this thing moving any faster?!" Grayson impatiently shouted at Ishi.

"You want to come do it?! Fine! I do not speak train!" Ishi fired back as worked at the controls. The rumbling grew louder as everyone fearfully looked back at the still crumbling tracks threatening to swallow up the train. Grayson tensed up as he watched the tracks fall into the abyss but then he spotted something the others didn't notice yet.

Far, far away near the entrance to the hanger he and the other were previously at, Grayson saw another Grimm. But this one looked different from the ones he kept fighting. This Grimm resembled something similar to an octopus or a jellyfish. It was black in color, had a bulbous head and had tentacles ending in pointed blades hanging from the bottom of its body. As he began to wonder why it hadn't attacked them yet, the train suddenly lurched forward and snapped him out of his thoughts.

The engines roared to life and the train gradually picked up speed until it finally cleared the base just as it was finally destroyed in a massive explosion!

BAAAAAAAAAAAAAAAAAAAAAAAAAWWWWWWHHHHOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOM

The train cleared the explosion and the collapsing tracks as the gigantic fireball eradicated the Grimm and the White Fang base. "We made it…we made it!" Ruby jumped with joy and the other either breathed collective sighs of relief or shouts of excitement.

SCRRRRRUNNNNNKT

A loud noise akin to tearing metal caused everyone to whip their heads around to the base and saw the giant excavator wheel get ripped away from its foundation due to the force of the explosion. It landed onto the tracks and began to roll after them! And to make matters worse, as soon as the train entered the dense confines of the Emerald Forest, a horde of Grimm consisting of Beowolves, Ursa, Creeps and Borbatusks began chasing after the train!

"Awwwwwww crapbaskets." Nora bemoaned.

As the train barreled through the Emerald Forest with the wheel and the Grimm hot on its tail, the Seer stayed where it was, eerily floating and making audible clicking noises. The interior of its translucent head began to swirl until it revealed the visage of a woman…

The Queen of the Grimm: Salem.

Narrowing her eyes, her focus was not on the Beacon students, but rather at the two men they were with…

To be continued…

Uh oh! Not only do our heroes have to deal with monsters and a runaway excavator wheel but Salem is watching their every move! What does she have in store for Grayson and Ishi?

A lot of inspirations for this chapter made making it enjoyable but difficult. The hard part was capturing the first "Boss" you fight in Bulletstorm but also adding in your own little elements to it while still trying to make it a part of the world of RWBY as well as giving the cast and equal amount of action time. And yes, some of the dialogue was inspired by the Goliath enemy from the Borderlands series and a little bit of DBZ Abridged (shame they aren't doing Bojack: Unbound) as well as other references.

And now our roster for the RWBY cast is complete with the inclusion of Penny Polendina! I admit she was a fun character to write and I do plan on expanding her character a little more, just like Grayson. I made of the name of her weapon up myself and I forgot to mention that her jetpack function was inspired by the RWBY manga series (the first one). The weapon names for Mercury and Emerald were of my own idea as well.

The next chapter will be the iconic train level from the game with an awesome soundtrack to go with it! But before I close this off, I will say that I do plan on doing a chapter of what's going on in Vale but it will be a while if I ever get to that and I will be making one chapter for Kaiju Warfare before going back to this.

One more thing, does anybody know if the Team CFVY book After the Fall is any good? I do plan on buying it but I want to hear it from you guys first. Might give me an idea on how I want Coco and the others to combat the Burnouts back in Vale.

Don't forget to review but please don't flame!