Hey guys welcome back, this chapter was very fun to write and I hop you enjoy it. But the update rate will start slowing down as I've also got to work on my other fic now. This will remain my main focus though.

I don't own RWBY or we would see more mechs.


"Professor we have to stop that train," she coughed out.

"Ruby the only thing we're going to do is get you to a hospital," replied a glaring Oobleck.

"You don't understand, we need to stop him!" she shouted, pushing off Yang to look at the angry professor in the eye.

"No you don't understand! This fight is not worth risking your life over Ruby!" he snapped, causing her to flinch.

"Yes Roman will get away but he has nowhere to run to, those tunnels are completely sealed. Our top priority is getting you to safety," ordered Oobleck.

"He has bombs on that train!" yelled Red, making everyone freeze as they looked at her. "Do you really think it's a good idea to let him go now?"

Oobleck watched the departing train with a conflicted expression, "you are sure those were bombs?" he asked, fearfully.

Red nodded and the professor just sighed as he turned to the rest of team RWBY, "we have no choice, Ruby is right we need to stop that train."

"What?! But Ruby can barely stand upright!" argued Yang.

"Yang don't worry I've lasted this long, I can last a bit longer," reassured Red.

Blake just frowned as the train disappeared down one of the tunnels, "how are we going to catch up?"

"I think I've found a way," commented their white haired teammate.

They all turned to see Weiss standing by a red coloured Paladin, "think they'll mind if we borrow one of their mechs?" she asked with Red's trademarked grin on her face.

"Weiss you've been hanging around me too long," laughed Red.

"I'll pilot it, the rest of you climb on board and hold on tight," said Oobleck as he entered the cockpit.


Shipping up to Boston- Dropkick Murphys

Roman sighed leaned back into his chair in the control room, trying to relax after his near debacle with Red. 'I guess now I know why Cinder was so beaten up,' he thought as his hand subconsciously grasped for his non-existing cane. At least he had left them far behind now, Cinder would have had his head if he jeopardized the mission for his own curiosity.

"Ah boss we might have a problem," said Perry.

"Of course we do, can nothing go right today?" growled the crook as he got up from his chair. "Well? What is it?"

Perry just blinked as he stared at his monitor in confusion before turning to face Roman, "sensors are showing something rapidly approaching us from behind."

"What?! But we haven't set off any bombs yet! The tunnels should be clear!" he exclaimed in anger as he stared at the monitor.

Sure enough a blinking dot was rapidly approaching the rear of the train at a frightening pace, 'no Grimm can move that fast,' he realized. An uneasy feeling began growing as he flipped on the train's rear view cameras, to be greeted with the sight of a familiar Paladin and an even more familiar group of girls rapidly closing the distance.

"Did they just steal a Paladin?" gasped one of the train operators.

"Yeah they took the red one," answered another.

"Hey boss wasn't that one your personal Paladin?" asked Perry.

"Yes, yes it was," replied Roman through gritted teeth.

They all watched as the Paladin closed in until they could clearly make out the features of the girls riding it. The white one pointed at the camera and Red turned to smile and wave at it before she took out her weapon and pointed it at the camera, there was a flash of light and the screen turned to static. Silence filled the control room until they all heard three loud thuds, suddenly one of the monitors began flashing red.

"Boss they've detached the first two train carts and I can't raise anyone in the third!" informed Perry.

Growling Roman grabbed the train's intercom, "we have boarders everyone get topside and take care of them, use everything available to take them out."

He didn't hold much hope of them actually succeeding but all they needed to do was buy them time until they reached their destination. Besides even if they got through the grunts they still had to get past those two.

"Increase the speed to as fast as we can go," he ordered before sitting back down in his chair. "Your move Red."


"Alright Yang, Blake and Miss Schnee you three will board the train and make your way to the control room. I shall keep the majority of them busy," came Oobleck's voice over the rush of wind as they approached the train.

"What about me?" asked Ruby.

"You will stay close to me and provide long range support, you're too injured to do anything else," ordered the professor.

Ruby looked annoyed at her support role but nodded her head as she shifted Crescent Rose into its gun mode. As the mech reached one of the carts Yang and her two teammates leapt off the Paladin and onto the train, giving her sister one last wave they all opened the hatch and jumped down into the bowels of the train.

"Come on let's get to the control room," ordered Yang as they ran through the numerous carts, only to stop as the reached a former passenger cart.

There waiting for them was the parasol wielding illusionist Neo with an eager smile on her face, "you guys go on ahead, she's mine," said Yang.

Blake and Weiss nodded and ran on ahead while Neo and Yang just faced each other, "you know I never paid you back for what you did on the highway," growled the blonde with red eyes.

"I feel the same way. You and your friend caused me no end of trouble," replied the illusionist.

"Time for some payback," grinned Yang as her hair began glowing.

"For who? There's no blue boy to protect you this time," smirked Neo.

"Who says I need him?" stated the brawler as Ember Celica deployed along her arm.

"Oh this is going to be fun," laughed Neo as Yang charged.

Waiting until the blonde got close the illusionist then thrust her parasol into Yang's gut before smashing the weapon over the brawler's head. Yang staggered briefly from the blow and instantly the temperature in the cart rose as the blonde glared at Neo. Smashing her fists together Yang released a shockwave of heat and energy, causing Neo's eyes to widen as she used her open parasol as a shield. Taking advantage of her opponent's current bind spot Yang charged the illusionist, only for the image to shatter into pieces at her touch. Growling in frustration the brawler spun around in search of her opponent but all she could see was the growing flames from her shockwave spreading around the cart.

"Where are you?" muttered Yang before a grin spread on her face as an idea came to her head.

Walking to the middle of the cart she was wreathed in the yellow glow of her aura before slamming her fist together again. Instantly another shockwave formed, this larger and faster than any she'd made before as her aura boosted it. Yang's grin widened as the shockwave spread outwards and the sound of shattering glass was heard from behind her, spinning around showed Neo getting up from the floor.

"Illusions aren't going to help you this time," said Yang, smugly as she approached her.

"Who says I need them?" growled Neo as she withdrew her sword from the parasol.

"Oh this is going to be fun," grinned Yang as flames began licking her body.


Blake glanced nervously behind them as the door slid shut, "don't worry that brute is far too strong to go down to someone like her," reassured Weiss.

Blake nodded and the two continued onwards until they reached the final cart before the control room, only to stop at the sight that greeted them.

"Here, this should help you," informed the heiress as she handed her teammate a magazine which Blake loaded into Gambol Shroud, neither taking their eyes of their opponent.

"Ready for round two Blake?" asked Adam as he glanced at the two of them.

"Step aside Adam," ordered Blake.

"Not going to happen Blake," he replied.

"Weiss I'll take care of him, you stop the train," said the Cat Faunus.

Her teammate nodded and rushed towards the door only to skid to a stop as Adam appeared in front of it, "now what kind of White Fang member would pass up on the chance to kill a Schnee?" stated the Bull Faunus.

The two members of team RWBY glanced at each other before they began circling the terrorist, Adam just gripped his weapons tighter. Weiss lunged towards him with Myrtenaster, using her glyphs to propel herself forward at an incredible speed. The Bull just sighed as he leaned backwards and the heiress was passed right by him. His bored expression still on his face Adam kneed Weiss in the gut as she passed, causing her to collapse unto the ground.

"Not bad but not nearly as fast as Red," commented the terrorist.

He then sprinted for the downed heiress with his sword drawn, only to be stopped as a crescent wave of bright purple energy to hit him dead centre, sending Adam flying into the wall. Not giving him time to recover Blake placed her sword and sheath together before swinging downwards, sending another crescent wave towards him. Snapping back to his senses Adam quickly absorbed the blow with Wilt before sheathing the sword, his body beginning to glow red. A grin spread across his face as ran at his former partner, causing Blake's eyes to widen as he unsheathed his sword with a red flash. His grin faded however as instead of Blake's body he saw a bisected earth clone disintegrating in front of him, 'she's picked up some new tricks.'

"Don't forget about me!" shouted Weiss who began launching fireballs at him.

Adam growled in frustration as he was forced to dodge the oncoming fireball barrage before charging at the heiress, only to be stopped by Blake who appeared behind him and slashed the terrorist across his back. The two members of RWBY continued their combined assault on him as Weiss stabbed her rapier into the ground and created pillars of ice spikes that rapidly approached the Bull Faunus. Leaping into the air to dodge them Adam soon found himself caught by Blake's ribbon as it wrapped around his legs. The Cat Faunus then used this to slam him into the ground and Adam's vision blurred for a couple of seconds as he felt himself being lifted into the air for another slam. Snarling he used Wilt to cut the ribbon tied around his legs and began firing on the pair with Blush, using the rifle's recoil to gain some distance from the duo.

'Just a bit longer,' he thought as they all heard the train's horn blare loudly. The two members of RWBY just glanced at each other before nodding in an unspoken agreement as Blake charged him. The two former partners became a blur of movement as each used their own sword and sheath combo to try and outdo the other. Adam appeared to have the advantage until his sword passed through one of Blake's clones that then turned to ice, trapping the weapon inside. Blake then leapt backwards before sending a third much larger crescent wave towards him. Realizing that he couldn't absorb it with his sword trapped Adam tried to dodge it, only to find himself unable to move. Eyes widening he looked down at his feet to see a black glowing glyph beneath them, glancing up at the heiress he saw her smile in satisfaction as the wave crashed into him. As his head hit the back of the cart Adam's vision went black and he collapsed to the floor, leaving an exhausted Blake and Weiss to stand over him.

"Come on we've got to keep moving," ordered Weiss before they heard the door behind them open.


Yang fired Ember Celica at the illusionist and quickly followed the shot as she charged, grabbing Neo by the arm as the illusionist rolled to dodge the incoming shot. Grinning the blonde slammed Neo into the floor, denting it slightly as she picked her up again before throwing her across the cart. Neo twisted her body in midair, pushing herself off the wall as she rapidly closed in on the brawler. Yang's eyes widened as she dived to the side narrowly missing the sword that was aimed at her neck.

"Ha! Is that all you've-" Yang's voice trailed off as she saw a golden strand float down to the floor, instantly her body erupted in a pillar of fire as she glared at Neo. "You're dead."

Neo backed up slightly at this hostile stare and watched as the fire pillar died down to reveal Yang with hair in flames and glowing brighter than the sun, her body surrounded in the yellow glow of her aura. The illusionist felt the temperature skyrocketed as sweat dripped down her back and she had to bite back a frown. 'This could be a problem,' she thought as she dodged another blow from the blonde, only to frown as she saw the metal bend significantly from the force of the blow. 'Scratch that, this is definitely a problem.'

As the illusionist continued dodging she noted that her opponent's strength only seemed to be getting stronger the more time passed, meaning that a drawn out fight was not in her favour. Blocking one of the brawler's blows she gritted her teeth as she felt her arm reverberate from the strength behind, 'blocking is definitely out,' she analysed. Ducking under another blow Neo slammed the hilt of her sword into the blonde's stomach and quickly backpedaled, gaining some distance between the two.

'Okay think I can't draw this out so I need to finish it quickly but my illusions are useless now…or are they?' thought Neo with a smug grin as an idea began forming in her mind. Standing still she didn't move an inch as the brawler charged her like an oncoming freight train, just closing her eyes and as she pictured the girl in her mind.

"You lose!" shouted Yang eagerly.

"Yang? What are you doing?" asked a familiar voice.

There where Neo had stood moments before was Ruby staring at Yang with a fearful expression, immediately the blonde froze in her attack. 'Ruby' just gained a smug grin and Yang felt something slash across her stomach, sending pain spreading around her body as 'Ruby' continued to attack. By the time Yang's brain realized what was going on she was already dangerously low on aura and could barely keep her eyes open as Ruby's image shattered to reveal Neo standing over her with her sword poised for the kill.

"Family is such a wonderful thing, isn't it?" teased the illusionist as she brought the sword down for the kill.

Only for it to be intercepted by a red blade and Neo's eyes widened as she quickly leapt backwards, seeing a figure walking out of a red portal. Yang could only watch as this masked figure glanced at her before turning her attention back to Neo, whom just took one look at her before retreating. The masked figure then slashed her sword downwards and another red portal formed, seeing the figure leaving Yang pushed herself up from the ground.

"Hey wait!" she called and the figure just turned to look at her.

"You have bigger things to worry about right now Yang or have you forgotten about Ruby?" it asked, causing Yang to freeze.

It was only after the portal closed that she realized something, how did that person know their names? Frowning she shook the thought off for now and ran after her teammates, seeing them standing over the unconscious form of Adam.

"Yang you okay?" asked Blake as they rushed over to her.

"I'm fine just a bit tired that's all," she assured them.

Weiss nodded before gesturing to the last door, "come on we've still got to stop this train."

Opening the door the WBY of RWBY saw Roman sighing in his chair as well as the three White Fang train operators staring at them. "So you got pass them after all? Well colour me impressed, unfortunately you're just a tad too late," he informed them, pointing out the window.

They all followed his gaze and their hearts sank as they saw the end of the tunnel rapidly approaching them, "if I was you I'd brace yourselves. We've got quite the obstacle ahead of us," commented Roman.

Weiss just glared at the criminal before stabbing Myrtenaster into the floor, encasing the team in ice. "No what about Ruby!" shouted Yang, slamming her fist into ice shield.

"Don't worry Yang, Oobleck will take care of her," replied Blake and the three teammates braced themselves for impact.


Red broke into another coughing fit as she watched Oobleck tear into the White Fang grunts with his Paladin, it couldn't even be called a fight, it was a slaughter. In fact the only thing she had to do was keep a lookout for any rocketeers before taking them out with Crescent Rose. All in all things were going exceedingly well so far on their end but she was worried about the others, they'd been gone a while now. Red had asked twice to go down and check on them but Oobleck had refused her every time saying, 'trust your teammates.'

Suddenly a loud train horn blared throughout the tunnels and immediately the White Fang retreated back into the train, leaving Red and Oobleck standing alone on the top. Frowning she got out of cover and approached the red Paladin as they both saw something at the end of the tunnel. 'What is that?' she thought before being startled from her thoughts by the Paladin opening up next to her.

"Ruby get in quickly!" ordered the professor frantically.

Hearing the urgency in the Oobleck's tone Red didn't question his order and just jumped into the cockpit and the professor sealed it up. "Brace yourself," he warned her as the two felt something smash into the mech.

Groaning from the blow to the head she took during the collision Red opened her eyes to see Oobleck trying to work the mech with her in the way, and doing a surprisingly good job of it too. "Alright we're out of the tunnels," he announced before opening up the cockpit.

"Ruby I need to help defend the city. Once I'm out close the cockpit behind me and stay in the Paladin, you'll be safe here," he ordered.

Red frowned at him, "but I want to help, my teams out there fighting I can't just stay here and do nothing!"

"Yes you can! You're in no condition to fight, going out there now will only get you killed. You're weak!" he shouted at her, causing Red to flinch.

"I'm not weak!" she cried.

"Ruby I know you mean well but please just do as I say, for Yang's sake," he sighed.

Red said nothing but just nodded as the cockpit closed, sealing her in. "I'm not weak," she muttered quietly before curling up in a ball, her tattoos bathing the cockpit in a soft red colour.

She heard Oobleck stay nearby briefly, probably checking to make sure she did stay before heading off to fight the Grimm. Sitting in the darkening cockpit she just sighed, 'stupid aura not working right. How can I help if I can't even fight?' It was then she realized something, she was in a Paladin, a mech…a war machine. 'Technically I'm not disobeying him,' she thought as a smile spread across her face. Getting into the control seat she pressed the button she saw the professor use earlier and grinned as the numerous screens began to light up.

"Panzer Vor!"


Red in a mech? This can only go well...