Qrow remained silent the entire trip back to beacon to retrieve the other armor pieces. He only spoke to point out the nearest entrance to the tunnels. Once the group found John and Linda, who were sitting in the shadows of a partially collapsed station, Kelly simply handed them a stack of armor and said, "Qrow knows, and expects an explanation."

John nodded.

"We're armoring up first. In just the time Linda and I have been down here there have been at least 4 different large Grimm passing by."

The team split into pairs, with Linda going to help Kelly get into her own armor, and Fred and John pairing up to take care of their duties as Qrow kept watch silently, a flask in his left hand and sword in the other.

30 minutes later, 4 fully armed and armored Spartans stepped up to Qrow.

"We have been training for a long time, and have had augmentations that enhance our physical capabilities," John said. "The armor further enhances that. When we first came to Vale, everything was completely new, as we had been isolated at our mountain training camp. What you saw on the rooftop was Linda, since we found her armor earlier, and she was acting as armored support, and Kelly was wearing it recently just now to alleviate suspicion."

Qrow raised his eyebrows.

"All right." He took a swig from his flask. "Let's get moving, Ozpin is gonna wanna hear how you kids duped him once we're out of here."

The group got moving. The Spartans let Qrow pace the group since he was the slowest. As they were moving through a particularly open section of tunnel, the Spartan's audio receptors picked up a faint whistle. Fred stopped for a few seconds as the neural link in his helmet amplified and isolated the sound. It was still unfamiliar, and the closest thing that he could relate it to sounded like rolling metal and pounding feet.

TEAMCOM lit up with each team member trying to alert the others at the exact same time as a blip appeared on the motion tracker. Suddenly, each team member went silent. What each Spartan had thought was just part of the tunnel started moving, and a giant Grimm awoke.

The giant creature lifted its head and stood up; it was so massive that it needed to crouch in the thirty foot high tunnel.

Qrow whistled.

"That's big. I want to say I told you so, but we should probably be running in the opposite direction."

Kelly shook her head. "That would just lead us farther into the dead zone,"

Qrow drew his sword. "Fine, but unless you guys have heavy artillery built into that armor, that thing is not going anywhere any time soon."

The team split, Linda hooked to the ceiling and readied her rifle. Fred pulled his sidearm and got a small dust infusion bomb ready. John had already started moving to flank the beast as Kelly holstered her weapons and prepared to run. Qrow started to bark orders before he saw that the Spartans were a step ahead of him, and he ran to flank the Grimm with John.

Now that the creature was fully awake, Fred got a good look at the thing. It looked almost like a Beowulf, except with longer and thicker arms. The chest and torso were shortened, letting the thing stand at almost full height in the tunnels, but the greatest difference was on the face: it had a bone helmet like other Grimm, except there were no eye holes. Kelly started running to distract it, and its head immediately swiveled to stare at her. It moved suddenly, and a giant arm flung down and almost clipped Kelly's back, just inches from her armored carapace. She made it to the cover of some large rubble and skidded to a stop, The Grimm instantly turned its giant, eyeless head towards John and Qrow, since they had moved to flank the thing and John had started to pepper it with rounds from his rifle. It roared and started to swing one of its giant arms in an arc to hit the both of them.

Qrow seemed to poof into nothingness to dodge the attack and popped back into the light far out of the thing's reach a few seconds later. John had enough time to leap into the air and sail back towards Fred near the where the station remnants were, landing with a loud thunk.

Linda spoke over TEAMCOM: "The thing seems to see by movement, everyone freeze!"

The team froze. The giant Grimm stepped back confused, and began to swing its head from side to side curiously.

Suddenly, it raised its giant head to the ceiling and roared.

As soon as the soundwave passed the five, the Grimm looked directly at Fred, who was currently the most exposed and started to wind up again, before Kelly flew past Fred. As the two Spartans crossed paths, a giant arm slammed down between them.

Linda yelled, "Get clear!"

As the tunnel shook, a pile of rocks rained down and the Spartans dove out of the way. The Grimm's arm was trapped. Fred scrambled up the rock pile and onto the giant arm. He sprinted to the elbow joint and emptied the entire magazine of his sidearm into the joint, breaking through the skin. The Grimm roared again and tried to yank its arm free, but not before Fred threw the bomb into the hole in the flesh.

Linda saw him and swung down from her perch as he jumped off, reaching out to catch him and used her cable to swing him to safety.

"Apparently it has sonar as well," she mumbled, "So no way to blind it."

The concrete chunks trapping the Grimm. It started to rumble and shift as the Grimm struggled to free itself. It ripped its arm upwards and sent pieces of concrete and rock flying.

Kelly's eyes widened under her helmet as the giant slab of concrete flew towards her. Her armor, sensing terror, locked up to offer her the most protection, but the impact still hurt as the slab slammed into her chest. She felt a rib crack as it crushed her to the wall and landed on her leg.

John saw Kelly go flying, followed by a sharp inhale on TEAMCOM. He rushed over to help her, and grabbed the slab of concrete. He strained to lift it, and Kelly was able to slide her leg out from under before he let it slam back to the ground. John looked up to see the Grimm readying for another devastating strike.

He calmly told Fred, "Detonate the bomb."

Immediately, a large bang and bits of rock, chunks of flesh and fur, and heat from the fire dust and earth dust in the bomb radiated outwards.

The Grimm was thrown off balance and its lower arm and giant claw were sitting on the floor in front of it, no longer attached at the elbow. It faded off into nothingness. Qrow dropped down from a perch near the ceiling, trying to take advantage of the now almost defenseless right side. Before he could slash at the neck of the beast, the left arm reached around to grab him, but was left grasping air as Qrow once again seemed to disappear into the darkness and come back even closer than before. He sliced a gouge in the tough skin. Qrow quickly jumped off the Grimm's shoulder; it was desperately trying to swat him. Before Qrow even hit the floor, Linda's rifle spat out 6 rounds into the neck wound Qrow had opened.

The Grimm's head whipped around, trying to decide who to attack next. It showed remarkable thought process and tactical planning for a Grimm when it decided to attack the guy who was trying to chuck a grenade down its gullet. It quickly backhanded Fred, sending him flying back to the wall. But what it didn't notice until too late was the small metal pineapple flying towards its face. The grenade went off, sending shrapnel flying into the Grimm's face plate, which didn't do much more than annoy the thing. However, the explosion of sound and motion, overloaded the Grimm's sensitive ears and receptors.

It clutched its remaining paw to its face and started fumbling backwards. Linda heard the sound from before, much closer now, and finally pieced it together.

"TRAIN!" She yelled as loud as her helmet speakers would let her.

Qrow dove to the wall, and hugged it as close as he could. Linda saw that both Kelly and Fred were against the wall already from the Grimm, but John had moved back towards the center of the tunnel to help her and Qrow. She swung down from her perch just as the train rounded the sharp bend in the tunnel. She lunged toward John; he had already turned around to try to get out of the way, and Linda tackled him from behind, giving them both the boost they needed to get out of the way.

The Grimm stumbled directly into the path of the train, and the machine plowed directly into the stomach of the Grimm, blowing it to black dust.

John breathed a sigh of relief, until he glanced behind the train and saw the giant horde of Grimm pounding up the tunnel.

"We've got to get on that train."

Three acknowledgement lights clicked on and he saw Qrow jump and vanish again, once again to reappear on the back of the train. He reached out a hand to help the Spartans up. Kelly was the first to reach him, despite the damaged leg, but he saw her mic was muted, so she was probably yelling in pain, or at him for not helping her. She ignored Qrow's outstretched hand as she hurtled into the car, crashing into the back wall, turning over and holding her leg.

Fred had quickly gotten up and was starting to get close to Qrow, and he caught the man's outstretched hand. Qrow grunted and strained, but he managed to pull Fred into the car. Once in the car, Fred turned around and caught the cable Linda had thrown, and started pulling her in, John ran over to her, and she wrapped her arm around his center of gravity. John turned and aimed his rifle at the Grimm who were getting uncomfortably close, and emptied an entire clip into the approaching horde.

A few fell backwards, their bodies trampled by their comrades. John turned back around, and helped Linda pull them in.

Once into the car, Fred slammed the door shut and all four collapsed next to Kelly.

Qrow mumbled, "You all need to lose some weight, you're so heavy I almost couldn't pull you in."

The Spartans ignored him. John asked Kelly if she was alright as Linda ran a quick diagnostic on Kelly's armor while Fred stood alert with his rifle.

Kelly unmuted her mic. "I think my leg is broken in—-hssssss—at least four places, running was not a good idea."

The diagnostic finished and Linda confirmed what Kelly had already said, though with the minor correction of her leg being broken in five places.

"I thought you said these tunnels were abandoned," Fred asked Qrow.

Qrow shrugged and swallowed a something from his flask. "They are, I have no idea why this is here. Honestly, we should probably find out why."

The team navigated the tight cars, John leading with Kelly's shotgun.

The group moved cautiously through the cars. It was a short train, but it looked like cars had been detached for whatever reason.

Maybe it had something to do with the Grimm following, John thought.

He moved to a coupling of the cars and poked his head above the roof level. He saw Professor Oobleck and a what looked like a black corgi fighting two giant mechs toward the back of the train, John was already so overwhelmed by this new world that he didn't even question it. Team RWBY was fighting towards the front. Weiss stabbed her sword into the roof, and a shell of ice formed around the four. He looked past them and found out why, it was a giant steel wall, and they were going full speed towards it. He moved back into the car and yelled at his team to "brace for impact" before his armor locked and the impact knocked him out.

John woke up a few moments later. He checked his mission timer. He had been out for 2 minutes and 13 seconds. John pushed upwards, trying to sit up from having his face planted in dirt. He made a good inch of progress before realizing that he had been thrown out of the train car, and one had landed on top of him. Thankfully, his armor had saved him from being crushed, but since it couldn't lift the train car, he had to find a way out. There was a sliver of light off to his left, so John propped the car up on his back and slowly crawled out from under the car. Once freed, he looked around. No one seemed to be around, but he heard fighting down the tunnel. He quickly checked for FOF tags, and saw one off to his left: Linda was trying to free herself from a pile of rubble.

Linda squinted as light was suddenly shining down on her face, and was blocked again by John as he pulled the last piece of concrete off of her. They each turned to scan for Kelly, Fred, and Qrow, and saw two FOF tags over toward the gaping mouth of the tunnel, towards the fighting.

John sprinted to his comrades. When he got there, Qrow was already trying to help the two Spartans. One of the massive doors sealing the tunnels fallen on them. Linda and John ran over and tried to raise the thing. Their strength, combined with Qrow's aura, managed to throw it off to the side.

They were both unconscious, but it looked like Fred had moved over top of Kelly to protect her.

Qrow glanced over the top of the pile of rubble and saw his nieces and their team fighting. He smiled and turned back to Blue Team.

"Get those two back to Beacon. They look hurt. Having no aura is dangerous, so I'll help Oobleck and the girls here. Now go!"

John nodded. Linda grabbed Fred in a fireman's carry and started running past the hordes of Grimm that had emerged from the darkness. John grabbed Kelly, though more gently as to not harm her already broken leg, and followed, disappearing into the city streets.

AN: Here is chapter 12. I hope you enjoy, and as always, leave a comment with any ideas/concerns/questions, and I'll do my best to respond.

I have a big project coming up for school, and probably won't be able to write this for about a week, so next chapter may be a bit longer wait, though hopefully not as long as the wait between 11 and 12 (Sorry about that. I ran into some writers block, but I am back on track and have a plan for the next bit.)

Psihopatul: I will try to follow up on every big plot development, I don't want to leave you guys hanging about any elements of this story.

I've got a plan for AI, but it is going to be weird, but please stick with me on it, though it won't be implemented for another few chapters

I have had confirmation that you have to manually raise aura, via Ozpin/Oscar talking about getting used to "raising aura" and stuff, glad you have enjoyed.

Guest 1: yep, RWBY weaponry has melee advantage, unless you count covenant stuff, but UNSC definitely has ranged advantage, and the Spartans will push that.

Yeah, Mjolnir isn't a good thing to wear unaugmented, it will kill you, fast, reference the novel Fall Of Reach for further info if you want.

Yeah, doubles will be Fred and Kelly, but I still don't have a final pick of the two for the finals, alright poll time

Vytal festival finals, who should Blue team put?

Fred, supposedly best with melee weapons and CQC also knife master.

Kelly, incredibly fast, so fast that she can beat pretty much anyone in hand to hand, even come close to Li, who was the best at martial arts out of all the Spartans

Drop your vote in the reviews

Guest 2: Yeah, you are probably right, but as I said, I've got a plan, it will be strange, but I think it will turn out great. Don't feel afraid to shoot me down if is starts getting too crazy though.

Spartan 626: Yep, writing Spartans is hard, since they can act completely different from any person who has had a normal childhood. I do have a reveal timeframe, but it doesn't commence for at least a couple chapters. Weapons, I am planning on giving a more detailed description during the Vytal festival, also ships, idk yet, I'm not really that kind of writer, and it may be fairly subtle if I do it. If anyone does want to see ships please let me know in the reviews, and why, (the why is important) the only ones I am considering at the moment has already been hinted at, and isn't really confirmed or anything. So see you next time, I'll try to be on a better writing schedule this time, and hope to have a new chapter out for you guys soon,

Estimated release near the end of March, maybe earlier though, I'll have a lot of time to write on spring break.

Editor's Note: Howdy folks! Like my friend said, I hope you enjoyed the chapter, and sorry about the wait. It's partially my fault because I've been too busy to just sit down and edit (and editing on mobile is really inconvenient). When I did sit down to edit, I fell asleep halfway through because I've missed so much sleep, so if there are any mistakes, I'm sorry. But like he said, there (most likely) won't be another lull like this in updates. I've seen the outline and let me just say, y'all are in for a trip! Anyway, I hope you all have a lovely week and we'll see you at the next chapter!