Ruby after being captured, is thrown across the floor by Roman.

" Wow! You are much more manageable without that over-sized gardening tool of gets up and charges at Roman, which he simply sidesteps, sending Ruby stumbling across the floor which causes Roman to start laughing.

" Oh man. You know, Perry, I really did need this. Perry raises his thumb in agreement as Roman laughs.

"But seriously. How'd you find this place, Red? Ruby growls and then uses her Semblance to escape Roman and start running for an exit. Roman then gets up smiling, spins Melodic Cudgel in his hands and aims the handle at Ruby. He then fires the handle, which doubles as a grappling hook, at Ruby, catching her by her hood and allowing Roman to pull her back.

" I see you've got some tricks up your sleeve! Let me make this clear: We're not through here yet. A massive explosion sounds, causing Roman to look up.

"Oh, what the... Perry, if you and the boys could take care of that? Kinda in the middle of something. Perry nods and goes off to investigate the explosion just as another one sounds.

" WHAT is going on here?! A third explosion sounds and multiple White Fang members come running around the corner, some firing at an unknown enemy. Weiss, Blake, Yang, Zwei,Ranma,and Oobleck run around the corner, much to Roman's annoyance. Ruby decides to take thing moment to try and escape, jumping on Roman's shoulders, then fleeing towards her friends.

"Somebody kill her! Roman and the White Fang members around him open fire on Ruby, which she dodges and weaves between until grim jumps in the way and stops the shots. When the smoke clears, grim was standing there in his full reaper armor.

" evening roman how are you? Roman growls and turns angrily to the White Fang member next to him.

" Attach this cart and spread the word: We're starting the train. The White Fang Member protests and argues.

"But we're not finished! Roman pins the White Fang member up against the wall with Melodic Cudgel and growls.

"Do it or you're finished! Meanwhile, Ruby is still fleeing behind Grim, but screeches to a halt as she realizes she's running towards a group of White Fang members. A huge explosion appears behind the White Fang members, sending them flying and reveling Yang and the rest of team Rwby behind them.

"Ruby! Weiss looks at Ruby in concern.

" Are you okay? Ruby nods and smiles.

" I'm fine, I'm fine! But listen! Torchwick's got all kinds of weapons and robots down there, and grims still back looks confused as she hands ruby her weapon.

"What?! Rubys eyes widen as she speaks.

" Androids, mechs, they're all loaded up on the train cars and Grims fighting the white fang right now to! Oobleck shakes his head and frowns.

" Ahhhh, that's ridiculous. These tunnels are sealed, the tracks lead to a dead-end we can easily help grim defeat them. Romans voice can then be heard across a speaker system.

"Get to your places, we are leaving now! The remaining white fang members picked up their fallen comrades, and jumped onto the train as it starts moving towards the saw this and arched an eyebrow.

"Well, it sounds like they're going somewhere. Ruby frowns and gets out her scroll.

"We need backup. Let me call Jaune. Ruby's scroll then flashes "Low Signal." Making her scowl.

"I can't get through! Weiss looked at her team in curiosity.

"So, what do we do? Oobleck looks up determined and raises a finger.

"I believe we only have one option... Ruby nods turning around.

" We're stopping that train! Grim grinned at these words and smirked as he was already closer.

" already on that, better get to it. A few minutes later, and everyone landed on the train. A White Fang member standing on the train hears the noise and looks outside the train to see rose petals. He brings out a communication device.

" I think they're on the— The White Fang member however, falls down as Oobleck hits him in the head with his weapon. Roman meanwhile, is in the front of the train as a White Fang member rushes in.

"Boss! They made it on the train! Roman nods while sighing.

" Then grab some cargo and get them off the train! The White Fang member nods and leaves to follow Roman's orders while Roman scowls.

"Man, animals, every one of then shuts up and looks awkwardly at the White Fang member sitting next to him.

" Not you though, you're, heh, you're great. Back with Grim, team RWBY and Oobleck standing on top of the train,

"Hurry, children! We must get to the front and stop this train! Weiss stops everyone as she looks down.

"Err... Professor? Oobleck rolls his eyes and grumbles.

"Doctor... Weiss glares, while pointing down a hatch into the train.

" What's that?Oobleck kneels down to take a look, hesitating.

" That my dear... appears to be a RWBY all cringe away from the hatch while Grim begins to use his semblence to rip the bomb out, having his shadowy hands grab it. Ruby however startles grim as she speaks up making him lose his grip.

" We've got baddies! Dozens of White Fang members can be seen climbing onto the top of the train as ruby speaks, and Oobleck grimaces.

"Well, I didn't expect them to go—. Oobleck is cuy off, as The bomb underneath them charges up and starts beeping making Oobleck sweatdrop.

" —easy on us, Time to go! As Team RWBY start running away, Oobleck stops Blake.

"Blake! Detach the caboose! It will kill us all! Blake nods and looks down.

"On it. Blake jumps down onto the connectors and gets ready to cut the connection, but as she does, the connection comes loose on its then, is looking up at Oobleck in confusion.

"It decoupled itself! Oobleck looked up at these words surprised.

"What?! Yang shrugs and smirks.

"I guess he really doesn't want us on this train. As Oobleck looks back at the detached cart, it explodes in the tunnel.

"That's not good... Grim nods and tries to think.

" why would he have a bomb the explosions arn't good for his escape. Ruby coughs, standing next to another open hatch.

" Err, neither is this! Blake looks surprised at these words as her bow twitchs.

"Another bomb?! Oobleck looks around, then runs to the next train car

"No. No. No. He then quickly opens the hatch and looks in, then yells back to Team RWBY

" They ALL have bombs! The bomb under Team RWBY charges up and starts beeping and the cart they're on detaches itself, forcing Team RWBY to run to the next cart. Yang looks irritated and throws up her arms at this.

"This doesn't make sense! The White Fang members can then be seen climbing the train ready to fight.

" Get the Humans! While,team RWBY jump forward to attack the incoming White Fang members, Oobleck then turns around and watches the detached train car explode, only this time, it creates a hole allowing multiple types of Grimm to emerge.

"Oh, face darkens, as he begins to take pot shots at the grims as he walks backwards on the train.

" cover me whenever we change cars okay? Ruby nods as the horde of Grimm begin advancing quickly despite Grim firing on them, toward the run away train.

" He's leading Grimm to the city! Weiss looked confused at oobleck and tilted her head. "What? Oobleck grimaced as he listened to Grim shoot.

"It's the cars! They detach and explode, creating openings for the Grimm! Blake glares at these words and shouts to Oobleck.

"That's insane! As she says this, another train car detaches itself, and Oobleck glares forward before looking at Weiss,Yang,and Blake.

"We have to hurry, You three, go below and try to stop those bombs! Ruby then tilted her head and looked at her mentor.

"What about us? Oobleck grimaced as he looked forward.

"We're going to stop this train. Ruby rolled her eyes and nodded.

" Yeah, I know. I said that earlier come on Grim. Grim shook his head and placed all his empty mags on his belt for safe keeping.

" you make sure you stop this train, and ill handle the grimm. Ruby frowned at this and protested.

" but Grim I can't just leave you here. Grim grimaced and lifted up his mask so he could look Ruby in the eyes.

" your not Rosy, come back for me afterwords. Ruby teared up at grims words and hugged him.

"But you could D-die. Grim stayed silent for a moment before grabbing Ruby and kissing her, stunning her long ejough for grim to jump off the train as a slid his mask back on.

" thats a risk im willing to take for the safety of you and others, watch ranma for me. Ruby nodded, and the rest of the group moved forward.

As the train kept going, Grim grinned as he grabbed one of the empty mags on his belt and threw it at the oncoming grimm.

" lets play fetch. Grim then transforms his scythe into its pistol forms, and fires two bullets at the mag making it explode, killing some grim and stopping others as a light cloud of smoke filled their vision. Grim then grinned as he ran forward and fired into the smoke killing dozens of other grimm before, jumping through the smoke and kicking an ursa to the ground. Grim now standing on top of the ursa, shot it in the head before jumping backwards as a king taijitu sunk its fangs into the ursa he was standing on. Grim seeing the taijitus mouth open,

Grabbed one of his empty mags, and threw it into the taijitus mouth. The taijitu didn't even then have time to blink as grim shot the mag causing its head to explode.

" you should watch what you eat you over grown - agh. As Grim spoke, the second taijitu head dove at his face and grim had to jump to avoid it.

" you son of a bitch. Grim then turned his guns the the unsuspecting taijitus head, and unloaded his dust into it.

" no one interrupts me when im talking. Grim then stood over the taijitus body and transformed his guns into a Death machine, as a pack of beowolves charged at him. Meanwhile, the train continues towards it destination, White Fang members start to pilot multiple Atlesian Paladin-290s, and jump to the top of the train. Ruby, Zwei, Ranma, and Oobleck are shown running until, Oobleck points as two Paladins are seen charging towards them."We have problems! Oobleck then takes a sip from his thermos before transforming it into its weapon mode, a small flame burning at its runs forward with fire in his maw while Zwei barks, prompting he's ready for an attack. He jumps and flips in the air, and Oobleck bats him, turning him into a small fireball. The first Paladin trys to shoot Ranma but fails as Ranma fire wheels into its chest knocking it off the train, The second Paladin is seen shooting at zwei, only for it to get knocked off the train by the combination attack of Oobleck and zwei. Both of the Paladins then tumble on the train tracks, and then explode when they hit a barricade. Another Paladin appears in front of Zwei and Ranma, its guns aimed at them. Suddenly, multiple fire attacks hit it, and Oobleck swiflty knocks it off the train as well.

" well done you two.

Down below, Yang, Weiss, and Blake enter the train car. Yang looks around and then nods to the others.

"I guess this is what we trained nods and then reaches into her pouch and gives Blake a magazine filled with Dust vials.

"Here, this should help smiles and slides the mag into Gambol Shroud, and then the three of them charge forward. Suddenly, they are stopped when Neopolitan drops from the ceiling and stands in their way. Yang growls and glares at neo.

"You two go on ahead. This one's mine. Blake and Weiss proceed forward. As Neo prepares for their attack, Yang fires a round to distract her, allowing Blake and Weiss to continue. Yang then steps forward toward her opponent, staring down as Neo gives a sinister smile. The two begin their fight. In the next train car, Blake and Weiss are seen running, and then look at each other when they hear the sound of revving up ahead. A figure is then seen dragging a chainsaw along the floor. The camera pans up revealing the figure to be the White Fang Lieutenant. Weiss glares and then looks at blake.

" You go on ahead! Blake nods with a stern smile.

"Got it! The Lieutenant chuckles menacingly as he holds up his chainsaw. The two Huntresses-in-training charge forward, with Blake deflecting an attack as Weiss flips backward. Weiss then delivers multiple strikes at the Lieutenant, knocking him down. She then smiles at Blake as she proceeds to the next car. The Lieutenant gets back up, again chuckling menacingly.

" Finally, I get to kill a Schnee... Weiss glares and holds up Myrtenaster

"en the next train car, Blake stops and grits her teeth when she's greeted by a familiar foe.

"Hello, kitty cat. You miss me? You know, we really gotta stop meeting like this. People are gonna talk... Blake charges forward to attack, starting their brief battle. Roman blocks like usual but was unprepared for blakes aftershadows to take on dust abilities and was stunned from this move. Blake then soon knocks him down, and when he attempts to get back up, Blake steps on his chest and points her sword at his throat. Roman chuckles nervously before his voice gets a dramatic change in tone.

" Why are we fighting? I saw you at the rally, we're on the same side and you know it... Meanwhile, Weiss is fighting the Lieutenant. Things take a turn for the worst when time suddenly seems to slow down.

"C'mere, princess! The Lieutenant grabs Weiss' face and slams her into the floor, knocking her unconscious. He then throws her in the air just as he's about hit her with his chansaw... Yang's fight is still going badly with yang unable to hit neo. And soon ends when Neo manages to throw her into the ceiling, knocking her unconscious. Neo then turns around to approach Yang...

But, back to Roman being held down by Blake, he grunts as she points her blade at his throat harder. Roman chuckles once again at her actions.

"Oh, still feisty. Soooo, what are we gonna do now? You think a little bow on top is gonna make people forget who you were? What you've done...? As she grits her teeth at his words, Blake hears the door from leading to the previous train car open behind her. An unconscious Weiss is thrown to the floor with the Lieutenant emerging from the doorway holding his then grins as he looks at the two.

"So what's it gonna be, Blake? Blake sheaths Gambol Shroud and kicks Roman in the face, knocking him unconscious. Blake then goes over to Weiss' aid, and flees immediately before the Lieutenant could get to the both of them. Meanwhile, Grim had just got done finishing off the beowolves, when he noticted a death stalker charging towards him.

" ha not today. Grim then grabbed the five empty mags he had and threw them at the death stalker. The death stalker stopped looked at the mags that hit it and then snapped at them. However, the death stalker was to late as, grim transformed his weapon back into its scythe form,and fired at the mags causing an explosion amd a cave in. Satisfied that the grimm were stopped, grim turned away, until he heard the sounds of metal chains being dragged.

" the hell? Grim turned around, and then, a mace flew through the debris, and let all the grimm through.

" you think you have one descendent of therist, but both this plan, and this attack is just the begining, you can not stop us. After these words were heard, the shadow of a twelve foot bulking humanoid grimm came out of the smoke as the other grimm passed both him and grim.

" and who are you to say wether or not I can stop this. The Grimm laughed and swung his mace up onto his shoulder to hold it.

" I am kyo jinn second general of therist, and as for why i can say your going to lose, this is all acording to plan you fool. Grim growled at these words pointed his scythe at kyo.

" i care not for your plans, titles, or masters, i wont let therist return. Kyo laughed at grims words and grinned as he began to spin his mace around.

" you don't have a choice boy. Grim growled at his words, and began to walk forward ready to fight again. Meanwhile, Neo is seen pulling a hidden blade from within her umbrella and approaching the unconscious Yang. She then prepares to deal the finishing blow, grinning sadistically while doing so. When suddenly, a masked warrior - raven-haired and clad in red and black - comes out of nowhere and knocks Neo back. Neo's eyes change from brown and pink to white, mirroring her fearful expression. The mysterious swordswoman slowly draws her sword again - long and crimson red - and holds it up intimidatingly. Neo, realizing who she's up against, wastes no time and quickly vanishes into a flash. The swordswoman looks down at the still unconscious Yang and slashes her sword to the side to open a red portal of some sorts. She walks away from Yang and into the portal. As this happens, Yang regains some consciousness and slowly gets back up. As she opens her eyes again, she gets a brief glimpse at her rescuer before the woman disappears at her next blink. Yang then rubs her head, still reeling from her unconsciousness, before standing up and leaving the car and up onto the roof. Back to Ruby and Oobleck, the Doctor dodges a couple swipes from the Paladin, and then runs to the top of its head, and shoots it in its engine before jumping back down. Ruby then twirls Crescent Rose around a few times, and then she and Oobleck fire simultaneously at the Paladin's feet, knocking it off the train. The both of them then switch positions.

" Ruby! You go on ahead! Ruby hesitates and looks at Oobleck unsure if she wants to leave him.

"But- Oobleck smiles and tips his hat.

" Don't worry, Ruby. It's time... I teach them a lesson... come Ranma. Ranma chirps in response, and the Doctor then goes to take on two oncoming Paladins with Ranma at his side. Before ruby leaves, Ruby notices the saddened Zwei looking up at her. She then smiles and motions him to go join his new friends.

"Go. With that, Zwei's expression changes dramatically and barks happily before running off to fight alongside the Doctor and Ranma. Ruby then hurries to the front of the train. The remaining members of Team RWBY then reemerge from the train cars to rejoin their leader. Ruby is seen with a worried face as the fast-approaching train is about to make a head-on collision with a heavy duty wall up ahead. Blake turns to her teamates in worry.

"What do we do? Ruby and Weiss smile at each other, and the latter forms an ice shield to protect their teammates, bracing themselves for the impending crash. Just as, back with Grim, he and kyo jinn crash into each other making Rubys face fill with worry, as the train crashes into the wall, the explosion causing the area to go white. Ruby's first person perspective is confusing and dizzying, as she recovers from her shell shock. She hears the sound of an emergency alarm blaring as her vision comes back with buildings into her view. She turns her head to the lower right and sees Blake and Yang slowly getting back up, her sister coughing as the dust settles. She turns her head again and sees Weiss sitting up against a large piece of debris, who also gives a thumbs up at her team leader signaling she's okay. Ruby then sits back up, and the team of huntresses then notice, much to their worry, that they have returned to the central part of Vale, and multiple civilians in the area notice them among the debris. Ruby then hears the sound of low rumbles and growls from behind her. Suddenly, a giant King Taijitu emerges from the hole, and multiple Grimm start pouring into Vale. The civilians scream as they attempt to flee the chaos. The sounds of screams and roars fill the air, and all Team RWBY can do is watch in horror. close up on Ruby, her expression changes from worried and scared to angry and determined.