Disclaimer: I don't own Naruto or Ultimate Spider-Man.

A/N: Remember to vote if you haven't!

I won't apologize for the lateness of updates for those that don't read my Legend of Korra, Star Wars, or Young Justice stories, I lost a friend of the family early last month (May) and took time off for that and was ahead on those stories to update them.

Speaking of Korra, I'll be focusing on that story on its next update to finish the show and take a slow update as little time on the computer will make doing the sequel comics which are two parts each that have 3 80-100 pages issues for them longer to do.

Beta: Chaos-PSD And ANUBIS the god king.


Chapter LXX: The Ninja-Verse VI.

Last Time.

"Hey, Lian. Daddy's home." Naruto Y picked up his daughter who immediately stopped crying.

"I have no idea how you're able to do that. Damian was the same way." Jade said as Naruto Y rocked Lian before holding her up in the air.

He threw her up and caught her several times, having her giggle in happiness. "She just missed her daddy," Naruto Y said before holding Lian in one arm and kissing Jade. "You go get some sleep." She smiled before walking into her bedroom as Naruto sat down on the couch.

"Welcome home."

Naruto looked to see Dinah in black pajama pants and a blue shirt holding a sleeping baby boy with spiky blonde hair and two whisker marks on his cheeks.

"Why the clone?"

"No clone, me from another universe."

She smiled at him before sitting beside him. "Quentin being a handful, too?" Naruto Y asked as he held her hand, and saw her tribal ring tattoo.

"No, he was a quiet little angel."

"He must not take after you or he would be screaming-!" He stopped as she suddenly gripped his crotch and squeezed. "OK, OK!" Naruto Y said before she let go and leaned against him. "She can emit a sonic cry."

"Got a villain that can do something similar," Naruto replied before a portal formed on the wall. "Take care of your family."

Naruto walked in before Naruto Y looked at Dinah. "I still can't believe you and Jade got pregnant at the same time," Naruto said before kissing Dinah on the top of her head.

"I was almost a year ahead of her," Dinah said looking at her sleeping son and smiled at him.

Now.

Earth 29; Elemental Nations, Republic City City Hall. (1.)

Blimps flew in the air of a 1930s-looking city as mecha tanks stood in front of the city hall before a slightly overweight man with fair skin and graying hair and glasses walked out to a podium and spoke in it.

"It is a glorious day, my Equalist brothers and sisters! Amon has torn down the tyrannical bending government! He has declared bending illegal, and he has the Avatar on the run. Our great leader has a vision for the future. One day soon, bending will no longer exist and we will live in a world where everyone is finally equal! The United Forces are on their way right now to try and stop that dream. But we will prevail!

The crowd cheers loudly as in the back, two masked people look at each other, one male, the other female before they turn and walk away. They push aside a clump of bushes in Republic City Park and enter a small clearing with a large rock in the center. One earthbends the rock aside, revealing a hole, and both jump inside as the rock slides back over.

In a tunnel, they started walking and took their masks off revealing them to be Naruto and a young woman with a deep tan and long brown hair with two bangs framing her face and pulled in a ponytail who turned to Naruto.

"Can you believe Hiroshi?! 'The Avatar's on the run'. I'm not running from anyone! Let's go back up there and knock some heads; they'll never know what hit 'em."

She turned and started walking back before Naruto sighed. "Relax, Korra. General Iroh's coming with an entire fleet of battleships. Then Amon will be the one who's running."

"I hate this "being patient" stuff."

"Well, I got away to work out your aggression," Naruto said with a smirk as he walked up and placed his hands on her hip.

"N-Not now," Korra replied flustered before turning back to walk to a large underground room.

They saw two fair-skinned young men and a woman sitting on crates by tents. The woman watches in amusement as one plays with Pabu. "You two were gone a while," the first spoke looking at the two benders who walked over

"We were doing reconnaissance, Mako," Naruto said before a homeless guy he and Korra met appeared between them.

"Welcome back! Hope you worked up an appetite, 'cause dinner is served."

Later, Gommu is stirring a pot of stew and pouring some into a dish.

"Thanks so much for letting us hide out with you the past few days," Korra replied as the teens sat at a tree log cut into a table.

Gommu Hands a bowl of stew to Korra. "Honored to oblige. My associates and I heartily oppose Amon's so-called 'Equalist' policies. We got benders and non-benders living together down here, but do you see us fighting? No siree; we've figured out how to harmoniously co-exist."

Bolin smiled as he lifted a spoon to his mouth. "You are a wise and noble hobo." He said before eating. "Mmmm. This is the best-tasting street gruel I've ever had. Seriously!"

"I culled it from the finest dumpsters the city has to offer!"

Asami, who already has the spoon in her mouth, her eyes close and open a couple of times as the top half of her face turns green. She spits the food back into the bowl and coughs. Composing herself, she surreptitiously puts the food on the floor behind her before Pabu crawls up behind her and eats from the bowl.

Crack!

The wind picked up before a portal opened up, having Shinobi run out. They got ready to attack before Shinobi pulled his mask off revealing Naruto.

(A/N: I'll put K for Korra Naruto when sharing a scene with the original Naruto.)

"Hey! Good guy here!"

"You didn't say you had a twin Naruto," Bolin said to Naruto K who shook his head.

"Because I don't."

"Different universe," Naruto replied before explaining what happened.

Later, Korra in her original clothes sat against a sleeping Naga before hearing footsteps. Looking to her right, she saw Naruto K on his vest and black pants.

"Can't sleep either?"

Korra shook her head and sighed. "No, I have this awful pit in my stomach."

"Me too," Naruto said as he sat beside her.

"It's so crazy. A few months ago we were at the South Pole and I was practicing for my firebending test, and now we're in the middle of an all-out war."

"I know, but you're the most loyal, brave, and selfless person I've ever known."

"I think you're pretty incredible too, but... you already knew that," Korra said before Naruto pulled her onto his lap.

"I do know that." He replied with a smile.

Placing his left hand on her hip, Naruto pulled Korra to him for a kiss. As they made out, Naruto moved his hands on her sides pushing her shirt up revealing she has a six-pack and the bottom of her chest bindings. They broke apart before Naruto looked at her abs and smiled before she put her shirt back down.

Air Temple Island.

Airships fly around the Statue of Aang as Amon's mask is on it with the Equalist flag on his staff while fog covers the island. On a platform, Amon is waiting before the Lieutenant drags a blindfolded man up to him. The man is forced to his knees and has his blindfold removed as Amon approaches. "You will now be cleansed of your impurity. Amon moves to stand behind the man, who watches with fear, and removes the man's bending; the policeman collapses and falls over from exhaustion. "Next."

The Lieutenant nods and walks over to get the next victim, revealing a long line of benders, blindfolded and hands bound, including the White Lotus sentries.

Dawn.

Team Avatar with Shinobi are hiding in a drainage pipe looking out to sea and around the edge of the city.

Mako then motioned for them to walk out. "Coast is clear."

The six run out of the pipe and climb an access stairway to an observation deck above. They crouch by the railing as Bolin scans the bay with a telescope before Korra speaks up. "Once the United Forces arrive, we need to be ready to help in any way we can."

"They're here!" Naruto K spoke as he saw ships coming out of the fog.

"Wait a second... Where are the Equalist airships?" Korra asked just before they heard an engine roar.

They then hear an explosion followed by more blasts before Korra leaps off the edge and uses waterbending to pull herself into the bay, and she begins to swim toward the conflict. The others looked up to see a group of flying objects can be seen in the mist, which resolved themselves into two fleets of biplanes.

"Where does Hiroshi find the time to keep inventing new evil machines?!" Bolin yelled out as the planes flew across the bay, as Hiroshi piloted one.

"New?" Naruto asked before shrugging.

They saw bombs being dropped down from them onto the ships. In the water, Korra dodges two torpedoes that were dropped and hit the side of a ship.

BOOM!

The explosion forces Korra back but she swims to the ship again. She sees bombs dropped as explosions come off the ships. She then emerges from the underwater and looks at the planes, while they destroy the remaining ships. The planes fly around until one gets hit with firebending, forcing the pilot to eject. Iroh and two other firebenders use their bending to take down the planes, successfully hitting one.

Korra dives back into the water, waterbends a massive waterspout, and bends out a large ice spike to hit a plane down. "Aah!"

However, the damaged plane hits the waterspout and Korra falls into the water where she bends a torpedo into the air and hits another plane. She emerges once more and swims to the closest ship. Iroh comes up from a hatch to start firebend at the remaining planes, taking them down one by one but the last plane drops a bomb in front of him as he throws fire out as a shield.

BOOM!

The explosion causes him to fall into the water, unconscious. Korra grabs and brings him to the surface. "It's all right, I've got you."

"Avatar Korra? You saved my life. Thank you."

Korra nodded as she waterbends them away from the wreckage.

"I can see why she's your girl," Naruto said to his counterpart.

Underground.

Korra's using her healing abilities on Iroh's wound who looked up at the others. "I was prepared to deal with Sato's mecha tanks, but not these new high-speed aircraft."

Korra nodded as she moved the water to another wound. "I know. Every time we think we have an advantage, Amon outsmarts us."

"No matter what our plan is, he always has a better one," Bolin spoke up as Iroh sighed.

"Amon is winning so far but we're not out of the fight yet."

"I like this man's confidence. So how are we not out of the fight?" Bolin asked the General.

"The second wave of reinforcements is on the way. But I need to warn them. Do you still have a way to get a message out?" Iroh asked standing up

"I know just the man for the job," Korra said before going to Gommu, who went to the radio equipment and turned it on.

"And who is the recipient of this top-secret message?"

"Commander Bumi. Second division of the united forces."

"Tenzin's brother?" Korra asked Iroh who nodded.

"Yes. A bit of a wild man but the bravest Commander you'll ever meet."

"Ready, sir!" Gommu spoke before looking down at a telegraph key.

"Fleet ambushed and destroyed by Equalist aircraft. Retreat to the red sand island until my signal. Do not approach the city until you receive the all-clear." They then went to a large map before Iroh continued. "Now comes the hard part. We need to ground those aircraft otherwise Bumi's fleet will never be able to retake the city."

"They flew in from this direction. The airfield must be somewhere over this Mountain range." Mako explained moving a finger over the edge he was standing at.

"Everyone get ready. We leave at dawn." Naruto said as he took off his mask.

Later, Naruto K was at a table working on a leather bracer with a metal device on the bottom before putting it on his right arm and tightened it.

"Making one?"

He turned to see his counterpart walk up.

"Yeah, it works differently than the one from home. This one will retract when not in use and can come out regularly."

"Wait."

The two Narutos looked back to see Korra was talking to the others near them. "I'm sorry, but I'm not going with you tomorrow."

"What? Why not?" Mako asked the Avatar who sighed.

"I'm sick and tired of hiding from Amon. It's time I face him."

"That's not a good plan. We need to stick together." Iroh spoke up as he took a step forward.

"I'm not waiting for him to hunt me down. My gut is telling me it's time to end this. On my terms."

"Korra, this is not a mission you should be handling alone," Iroh said before Naruto K stood up.

"She won't be. I'm going with you."

"As will I," Naruto said walking up. "My chakra still works so I should be the wild card.

"You don't have to do that."

"Yes, I do. We'll have a better chance with two multiple benders facing them."

Arena.

In the rafters, Shinobi saw Amon bloodbend his counterpart before dropping with a kunai to the shoulder. Having red chakra cover him, Naruto then dashed to the hall dragging Amon with him before throwing him at the end of the hall. Korra ran out and threw her arm out and had air come out knocking Amon back and had him tumble down the hall.

Amon stood his ground and tried to bloodbend her, but Korra resisted. "No... you... don't!" She shot her leg out and hit Amon with a strong blast of air.

Amon is blasted out of a window from the Arena and into the sea while his mask falls off of his face. A crowd of people gasped and rushed to see what happened.

Naruto, Naruto K, and Korra went to the window as the people looked up at them. "You bending tyrant."

"Evil Avatar."

"What did you do to our leader?"

Suddenly, they stopped as a waterspout formed with Amon on the top gasping for air as the scar was washed off.

"He's waterbending!"

"What?"

"He is a bender."

"The scar is fake."

"The Avatar was telling the truth."

Amon then looked at the three in the window and dived into the water to leave.

Air Temple Island.

In the attic, Amon walked up to Tarrlok who opened his eyes. "Noatak."

"It's over, brother. I'm sorry for what I had to do to you."

Tarrlok sighed as he rested his arms on his knees. "Our father set us on this path. Fate caused us to collide. I should have left with you when we were boys."

Amon then opened the cell at that. "Leave with me now. We have a second chance. We can start over together. Please. You're all I have left in the world."

Outside on the docks, Team Avatar Naruto and Korra in their regular clothes, Lin, Zira, Tenzin, and his family stood congratulating the teens. "You saved Republic City."

"But Amon got away." Korra sighed as Naruto draped his arm showing he still had his bracer on.

"Can't do much now it's out he used non-benders to start a war.

Suddenly a ship appeared around the bend having the kids cheer.

"Yay, Uncle Bumi's here!" Ikki yelled before hearing a yell from the ship.

"Waaaaaaahoooooooooo!"

Naruto saw a man in the army uniform with wild brown graying hair and beard cheer, and clap his hands.

"Great. Now I have to entertain my brother." Tenzin sighed, rubbing his face.

Sea.

Amon and Tarrlok are sailing a speed boat before Amon speaks. "The two of us together again, there's nothing we can't do."

"Yes, Noatak."

"'Noatak.' I had almost forgotten the sound of my name."

Tarrlok looked to see the electric gloves by himself before glancing towards his brother and then putting one on his right hand. He then unscrews the gas cap and places his hand over the hole. "It will be just like the good old days."

Amon smiled as a tear rolled down his face before Tarrlok turned the glove on blowing the boat.

BOOM!

South Pole Healing Building.

"I've tried everything in my power, but I cannot restore Lin's bending."

Katara said to the others with Korra's parents sans Korra.

"Is there another way?" Naruto K asked, crossing his arms.

"I'm sorry, there's nothing else I can do."

Later at the building, Korra had Lin kneel before her eyes glowed and grabbed her the way Aang did to her but with her right hand on Lin's shoulder. After her eyes died down, Lin stood and earthbends the boulders by her. "Thank you."

Tenzin then walked up as Korra bowed to Lin. "I'm so proud of you… Avatar Korra."

Naruto turned to see a portal appear before waving to the others. "I'm sure I'll see you later!"

Earth 20 Remnant. (2.)

Two groups, one of four young men and the other four young women stood in front of a man. The first is Naruto wearing an orange outfit with armor on it as well as two revolvers in reverse grip on his waists and an orange sniper on his back.

Beside him is a young man who has spiky salmon-colored hair, and eyes. He has a muscular frame and is wearing a white scarf that looks like dragon scales, a light brown and green leather vest that's openly showing his six-pack, and light brown leather fingerless gloves.

He also has blue belted jeans with a big silver buckle and green leather chaps with two brown leather straps tied to his left foot and red flame-like designs. He also wears light brown steel-capped leather cowboy boots with spurs. His weapon is gauntlets like Yang's but red and has a sharp edge on them with two dragon claws on top of each.

The second is a lean toned young man of average height with spiky black hair which partially covers his ears, slanted dark eyes, and thin eyebrows. He dons a small, white bandage on his left cheek. He's wearing a red vest open showing his bare chest, and black fingerless gloves with rings on top of each. He has loose pants that are black on his right leg, white on the outer thigh, white on the left leg with it being black on the inner thigh, and red boots.

The other boy has spiky silver hair and gray-blue/dark-purple eyes, a silver necklace, a bracelet, and a ring on his right middle finger. He has two earrings in his left ear. He's wearing a dark purple sleeveless turtleneck sweater, pauldron, and black pants and boots. He also has a huge sword on his back with a slot in it. Its rain guard is triangular, with intricate patterns embellished on it, and vertically reaches his torso.

The first woman of the other group is a fair-skinned young girl with silver eyes and black, neck-length, choppy hair that graduates to dark red at the tips. She's wearing a long-sleeved thick black blouse with a high collar and red trim on the sleeves, a black waist cincher with red lacing up the front, and a black skirt with red trim. She is also wearing a pair of thick black stockings and black combat boots with red laces, red trim around the top, and red soles.

Her outfit is topped by the red hooded cloak fastened to her shoulders by cross-shaped pins. Her emblem appears as a large silver Rose brooch and is pinned to a wide black belt slung around her hips on an angle, which also carries bullets and a pouch, and wears headphones.

The second is a tall, fair-skinned young woman with lilac eyes and bright golden hair that fades to pale gold at the tips with a cowlick sticking out at the top. She's wearing a tan jacket that bares her midriff, and cleavage of her rather large breasts with golden brown piping and short, puffy sleeves with black cuffs that feature two gold buttons.

Underneath this, she has a low-cut yellow crop top with a burning heart on the left breast in black. She's also wearing a brown belt covered by a pleated brown piece of material reaching from hip to hip around the back of her waist, with her emblem emblazoned on the right-most pleat in gold.

Underneath this is a long, white, asymmetrical piece of material reaching to her knee on the right side, as well as a pair of tight black spandex compression shorts that reach her upper thighs. She wears a pair of brown, knee-high boots and orange over-the-knee socks, with the right sock pushed down just below the knee. A gray bandanna is tied around her left knee and she has an orange infinity scarf and black fingerless gloves.

The third is a pale-skinned young woman with pale blue eyes and long white hair that is pulled back into an off-center ponytail on the right side and pinned with a silver, icicle-shaped tiara. She's standing at 5' 3" due to wearing heels and has a scar that runs vertically down her left eye and face. She's wearing a thigh-length strapless dress with a faint color gradation from white to pale blue at the hem.

A small piece of black lace sits in the front of her neckline and the hem of the dress is scalloped and stitched to resemble snowflakes, with layers of white tulle under the skirt. Over this, she has a bell-sleeved bolero with the same color gradation as her dress from shoulder to wrist, lined in red and with a ruffled collar. On the back of the bolero is a snowflake emblem.

She also has a small apple pendant on a silver chain and thin, rectangular silver earrings. Her boots are white, wedged-heeled, and higher at the back than the front. They have a small silver decoration across the top of the foot and are lined in red. A thin white sash is tied around her waist with a pouch attached to the back.

And the fourth is a fair-skinned young woman with wavy black hair and amber eyes. She's wearing a black, buttoned vest with coattails and a single silver button on the front. Underneath this is a white, sleeveless, high-necked, crop undershirt and white shorts with a zipper on the front of each leg, emblazoned with the YKK logo.

She also has black low-heeled boots and full stockings with a color gradation of black to purple at her ankles. Her emblem, a belladonna flower, is visible on the outside of both thighs just below her shorts in white. On her left arm is a black detached sleeve with a silver cuff around her bicep, and black ribbons are wrapped around both forearms.

A small, loose, black scarf is wrapped around her neck, and a gray magnetic backpack is strapped to her back. A black ribbon is tied with a large bow on the top of her head, with purple eyeshadow in a cat's eye style.

The man standing in front has messy green hair and brown eyes. He has a long brown great coat, a khaki buttoned safari shirt, and a pith helmet; this is presumably his combat outfit, all of which appear to be properly worn and tucked in and such, and a rather large backpack.

"Professor Oobleck?" Haru asked before the professor started talking quickly.

"Yes, I'm afraid those bags won't be necessary, seeing as you've opted to shadow a Huntsman on what is now essentially a reconnaissance mission. I can assure you, that we will not be establishing a single base of operations; rather, we will be traversing several miles of hazardous wasteland and making camp in any defendable locations we may stumble upon. I packed all of our essentials myself, plotted our air course, and readied the airship. And…" He trailed off before quickly getting in the boy's face. "It's Doctor Oobleck. I didn't earn the Ph.D. for fun, thank you very much!"

"Come now, children; according to my schedule, we are already three minutes behind!" He said before raising a hand. "Schedule!" Oobleck then zips off to the airship docked farther ahead in a second.

Mountain Glenn.

Team RWBY and SHNN landed from the ship, weapons drawn as Oobleck dropped down, taking a sip from his thermos before speaking. "Ladies and gentlemen! You still may be students, but as of this moment, your first mission as Huntsmen and Huntresses has begun! From this point forward, you need to do exactly as I say! Do you understand?" He asked, giving them a nod before he looked at Ruby. "Ruby! I thought I told you to leave all of your bags back at school."

"But, uh, you hadn't told us to listen to you yet. So I didn't."

Oobleck looked down before whispering to himself. "She's not wrong... Very well, Ruby; leave your bag here, we can pick it up upon our return."

"But I, well uh-"

"Young lady, what in the world could you possibly have in that bag that could be so important to bring it with-" He stops as the bag's zipper opens, and out pops a black and white Corgi dog head, causing everyone to stare at the uninvited guest.

"Get back in the bag," Ruby whispers at Zwei who merely barks in response.

"(Woof!)"

"We're here to investigate an abandoned urban jungle teeming with death and hostility, and you brought... A dog?"

"THAT'S A DOG?!/THAT'S A DOG?!" Haru and Shiki yelled out pointing at Zwei.

"Yeah… Why, you've never seen one?" Naruto asked the two.

"Dogs have carrots for noses where we're from," Haru replied, having Shiki nod and Naruto facepalm.

"Did I do something in a past life to deserve this?" He asked, looking up at the cloudy sky.

"Genius!"

Naruto looked back to see Oobleck snatching the pet away from Ruby, who tumbles to the ground as Oobleck spins Zwei in the air. "Canines are historically known for their perceptive nose and heightened sense of sound, making them excellent companions for a hunt such as ours!" He exclaimed as Zwei barked happily.

"I'm a genius!" Ruby said after a moment of confusion as Weiss and Yang both facepalm at their grinning leader.

"So, what are your orders, Doctor?" Blake asked after a sigh.

"Ah, yes, straight to the chase; I like it!" Oobleck lets go of Zwei to put his hands behind his back. "As you've been informed, the southeast area has been marked as a recent hot spot for Grimm activity. Now, there are several possible explanations for this behavior, one of which being…" He trailed off as he stared behind the two teams. "Grimm."

"Uh, what?"

"Grimm. A creature of Grimm approximately one hundred yards from us at this very moment."

"What?!" Yang asked as they turned to look to see a lone Beowolf wandering into the street.

They then pulled out their weapons before Oobleck spoke. "Stop!" They lowered their weapons while the teacher continued. "There are several reasons why Grimm will congregate in this particular area, the most likely of which will be their attraction to negativity: sadness, envy, loneliness, hatred. All qualities that are likely held by our hidden group harboring ill intent."

"Then what now?" Natsu asked the teacher who pushed his glasses up.

"We wait. We track. If this specimen leads us to its pack, that pack may subsequently lead us to our prey."

"How long do we wait?" Naruto asked as he held Fox Bolt.

"It's uncertain. Hours, days, weeks. Why lone Grimm have been known to stay isolated from the pack for months… And there's the whole pack." He finished as five more came out as well.

"What the fu-!" Naruto stopped as Oobleck interrupted him.

"And now they've seen us."

"What's the plan, then?" Yang asked as Naruto put his rifle on his back and pulled his pistols out from the holsters.

"Show me what you're capable of."

Crack!

Shinobi fell out of a portal and looked up.

(A/N: I'll put R For RWBY Naruto when sharing parts with Naruto.)

"Whoa!"

"Get down!"

Naruto ducked as Yang jumped over him and ran to one Grimm, knocking it out in one fiery punch. Several stop chasing after the party girl to focus on Blake, who stands and waits with her hand on her hilt until one of the enemies swipes at her afterimage, the real Blake slicing her would-be attacker in half before slashing through another and cutting down on one more.

Naruto R shot one towards Haru who sliced its head off with a new mode of his sword. It is slender with a U-shaped guard on each side. Shiki then kicked one in the chin before Natsu jumped over him and slugged the Grimm, having its head explode.

Weiss runs from several of the beasts before jumping in the air and taking one down with Myrtenaster. She dashes towards them with Rapier held high and slays four of them in a straight line until she stops. A wave of Beowolves are converging on Ruby, but the scythe wielder shoots multiple bullets at the oncoming force while Zwei is busy chasing his tail.

He stops to watch his owner fire forward and sees Naruto R stab it in the head and fire shots into its skull.

"Heh. Piece of cake!" Ruby said, resting her weapon on her shoulder.

"Do not celebrate yet, for I am certain this is the first bout of many. Shall we continue?" Oobleck asked as they walked away. "You should stay beside us until we deal with these Grimm."

"Grimm?" Naruto asked, pulling his mask off.

And had Yang appear in front of him grinning. "You didn't say you had a twin Naruto~!"

Naruto blinked as Yang swayed, having her large bust jiggle. "Because I don't." Naruto R replied as he reloaded his guns.

"Uh, I'm a Naruto from a different universe."

"What?" Natsu said before Oobleck pushed his glasses up.

"Another universe… Basically, there's a theory of multiple versions of ourselves living together but at different frequencies and small changes from having different hair, to the entire world being different."

"Right."

Naruto stopped as Yang grabbed his arm, having it go between her breasts and pulled him along. "Well, I'll tell you everything then~"

They look around, attacking any Grimm as they search the buildings. Later, the two teams pants before Oobleck starts to ask the teams what their motivations truly are, as Ruby keeps watch. After Yang takes Ruby's place on watch, Zwei briefly leaves the building, prompting Ruby to go after him. After finding him marking his territory, the two discover nearby White Fang henchmen patrolling the area.

Ruby decides to pursue them while Zwei idly follows her, finding the place where they are hiding. Ruby attempts to return to their camp, but the pavement collapses. Ruby throws Zwei to safety, but then the remainder of the pavement collapses, carrying Ruby with it, with Crescent Rose being left behind on the surface with Zwei.

After Ruby falls into an underground city, she is quickly discovered and subdued by two White Fang members. Back at the camp, Yang returns from her watch and discovers Ruby missing; after Zwei returns and the rest of them wake up, Dr. Oobleck tells the students that Ruby might be in trouble.

Inside the White Fang Hideout, Ruby wakes up as guards drag her through the base. She notices another Atlesian Paladin-290 carrying cargo crates and two White Fang soldiers handling a bomb. The guards that were dragging her suddenly stop and one of them calls out for his boss, telling him that they have found Ruby. The boss is revealed to be Roman Torchwick, who is less than thrilled to hear the news.

Back at the surface, Weiss, Blake, and Yang find the hole through which Ruby fell, and Oobleck suddenly realizes that the hideout of the underground criminal operation that they are after is, quite literally, underground, and also remembers about the subterranean tunnels beneath Mountain Glenn.

He explains that after the village was overrun by Grimm, the inhabitants retreated to the tunnels to start over, but then a cave-in revealed another group of Grimm that eliminated the rest of the people, leaving the Kingdom no other choice but to cut off access to the tunnels permanently.

Oobleck then tells the girls that if Ruby did indeed fall into the tunnels, they needed to find her, pulling out Antiquity's Roast as he says so. "Then let's go!" Naruto said, putting his mask on.

Down below, Roman was giving orders to the White Fang by a train before several explosions. Multiple White Fang members come running around the corner, some firing at Teams RWBY and SHNN who run around the corner. "Somebody kill them!"

Roman and the White Fang members around him open fire on the teams, missing their shots which she dodges and weaves between. Roman turns angrily to the White Fang member next to him to speak. "Attach this cart and spread the word: We're starting the train."

"But we're not finished!"

Roman pins the White Fang member up against the wall with Melodic Cudgel. "Do it or you're finished!"

"Looks like they're loading the cars up," Naruto said, firing a round from his right revolver and then bringing it down to fire his left.

"Ahhhh, that's ridiculous. These tunnels are sealed, the tracks lead to a dead-end." Oobleck said holding his thermos that changed into a torch.

"Get to your places, we are leaving now!" They heard Roman on a loudspeaker at that.

"Well, it sounds like they're going somewhere," Natsu said, hitting one member away with his sword.

"Stop that train!" Ruby yelled as the train moved to a tunnel, loaded with mechs. They ran and jumped onto the last car of the train before Oobleck looked back. "Hurry, children! We must get to the front and stop this train!"

"Err... Professor?" Weiss spoke up, holding a door that led to the car from the roof.

"Doctor…"

"What's that?" Weiss asked, pointing at a silver bomb.

"That my dear... appears to be a bomb."

"We've got baddies!" Shiki yelled seeing White Fang members on top at the front as the bomb underneath them charged up and started beeping.

Naruto dropped down and saw it unhook itself, having the car slow to a stop. "Huh? It decoupled itself!"

"What?!" Oobleck asked after the others jumped onto the next car.

"I guess he doesn't want us on this train," Yang said as Oobleck looked back at the detached cart, it exploded in the tunnel.

"That's not good..."

"Err, neither is this!" Ruby yelled out after opening the hatch to reveal another bomb.

"Another bomb?!"

Oobleck looks around and runs to the next train car. "No. No. No." He opens the hatch and looks in. "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. "This doesn't make sense!" Haru yelled out as they looked back to see the White Fang members climbing the train.

"Get the humans!"

The two teams jump forward to attack the incoming White Fang members. Oobleck turns around and watches the detached train car explode. Only this time it creates a hole allowing multiple types of Grimm to emerge. "Oh, dear…" The horde of Grimm begins advancing quickly toward the runaway train. "He's leading Grimm to the city!"

Naruto slammed one head down and tossed him back in the car and looked back

"What?"

"It's the cars! They detach and explode, creating openings for the Grimm!"

"That's insane!" Naruto R yelled as another train car detaches itself.

"We have to hurry!" He turns to Naruto R, Natsu, Haru, Weiss, Blake, and Yang. "You six, go below and try to stop those bombs!"

"What about us?"

"We're going to stop this train," Oobleck replied before Ruby sighed.

"Yeah, I know. I said that earlier."

The group moves forward. As the train continues towards its destination, White Fang members start to pilot multiple Atlesian Paladin-290s and jump to the top of the train. Shiki, Ruby, Zwei, and Oobleck run ahead. "Up ahead!" Oobleck said as he saw a Paladin start charging towards them. "We have a problem!"

Oobleck takes a sip from his thermos before transforming it into its weapon mode, a small flame burning at its tip. Zwei barks jumps and flips in the air, and Oobleck bats him, turning him into a small fireball. The Paladin starts shooting, only for it to get knocked off the train by the combination attack. The Paladin tumbles on the train tracks and explodes when it hits a barricade. Another Paladin appears in front of Zwei, its guns aimed at him. Suddenly, multiple fire attacks hit it, and Oobleck swiftly knocks it off the train as well.

Down below, Haru, Natsu, Yang, Weiss, and Blake enter the train car. Weiss reaches into her pouch and gives Blake a magazine filled with Dust vials. "Here, this should help you."

Blake slides the mag into Gambol Shroud and then charges forward. Naruto and the others ran ahead, only for a White Fang member to tackle Naruto R to the railing. "Go!" Naruto R yelled before being pushed off and grabbed the member to pull him down as well.

"Naruto!" Yang yelled as the others hesitantly ran forward. Suddenly, Neapolitan drops from the ceiling and blocks their path. "You two go, I got this."

Naruto ran past to see Naruto R landing in a roll, got up, and spun his guns before turning them into their blade forms. "Sup?"

Naruto R dashed forward, only for Neo to jump over him and attack Yang, kicking her back. Yang unleashes another blast from Ember, which Neo blocks. She then turns to deflect Naruto's attack and trip him up before hitting him in the ass with her umbrella. Yang grabs Neo's foot and pulls her closer to throw her, only for Neo to perfectly counter, before grappling Yang and using her momentum to throw her into the ceiling, knocking her unconscious.

Suddenly, a red portal opened up before a woman walked out. She has fair skin and is wearing a V-neck black and red wrap style top with a black pleated skirt that has black shorts underneath, with a series of beaded necklaces. She also has a red obi sash around her waist alongside a red tassel wrapped around her waist that carries a weapon's sheath.

Attached to it is a long black object that is either fur or feathers, with a red and white bandanna material hanging from behind her. Her forearms bear red armored gauntlets that protrude outwards and black fingerless gloves. She wore black mid-thigh high boots that had armor plating with red splatter patterns and black heels. She has long black hair and is wearing a Grimm face mask that has four red eyes.

Neo looked at her as she hit a button on her sheath and pulled out a long red katana. Neo then jumped and disappeared as the woman looked at Naruto R who picked Yang up bridal style before creating another portal by slashing the air with her sword. "Not gonna help? Those who don't, are lower than trash."

The woman said nothing and went into the portal disappearing.

In the next train car, Blake and Weiss are running, and then look at each other when they hear the sound of revving up ahead. They look to see a muscular White Fang member dragging a chainsaw along the floor. "You go on ahead!" Weiss said to Blake who nodded.

"You two go as well," Haru said as he gripped his sword.

The three ran as Haru hit the chainsaw before Weiss hit the man forcing him on his back. Weiss held up Myrtenaster en garde as the man got back up. The two attack together, keeping the man unbalanced before he blocks a strike from Haru. And was hit by Weiss knocking him back. He looked up to see Haru in the air dropping down and holding his sword.

In the next train car, the three stop when they see Roman. "Hello, kitty cat. Do you miss me? You know, we really gotta stop meeting like this. People are gonna talk..."

Blake charges forward to attack and knocks him down, when he attempts to get back up, Blake steps on his chest and points her sword at his throat. "Why are we fighting? I saw you at the rally, we're on the same side and you know it…" He grunts as she points her blade at his throat. "Oh, still feisty. Soooo, what are we gonna do now? Do you think a little bow on top is gonna make people forget who you were? What have you done...?"

Natsu punched him in the head knocking him out as Weiss and Haru ran inside. Only to fly forward as the train crashes. Outside, Naruto groaned as he slowly got up to see they were in Vale before Grimm ran out of the hole.

The teams find themselves surrounded by numerous Grimm, including Beowolves, Creeps, and a large King Taijitu. Naruto picked his revolvers up and pulled the hammers back. Quickly springing into action, the teams began making short work of the assembled lower-level Grimm.

Ruby embeds her scythe into the ground and uses it as support to kick away at the Grimm around her. Yang uses a Creep as a springboard to jump high into the air and bombard the Grimm with her gauntlets until she is brought down by three small Nevermores. Naruto jumped over, slicing the throat of a Grimm, and caught her bridal style, having her smile before getting down.

Blake dodges a swipe from a Beowolf and kills it by stabbing it in the head, then proceeds to shoot the Creeps that are charging at her with her weapon in pistol mode. Weiss kills three Beowolves with Myrtenaster and kills a few other Grimm with a giant ice sword she conjured. Then Yang sends a car flying toward a few Grimm while Ruby kills two in front of King Taijitu.

Team JNPR then joined the battle, heralded by Nora's dynamic entry, smashing the King Taijitu's head with Magnhild, instantly killing the beast. Ren and Nora continue to thin the ranks of the Creeps and Beowolves, while Jaune Arc looks for a Grimm as an opponent and is promptly confronted by an Ursa. At first, Jaune backs away before he pulls himself together and manages to defeat the Ursa with a series of quick slashes, much to Pyrrha's delight.

Neptune and Sun run up to 'help', flashing their Junior Detective badges but are immediately upstaged by the Atlesian Military, who deploy their air fleet which consists of an airship and several dropships, one of which shoots an Ursa that was about to pounce Ruby. Platoons of Atlesian Knight-200s are then airdropped and begin to battle the Grimm.

One Atlesian Knight shoots a Creep in the head, three bring down an Ursa, two are attacked by a Boarbatusk with its roll charge and one punches an Ursa across the street where it lands at Cinder Fall's feet.

Subsequently, Cinder, Mercury, and Emerald join the battle, followed closely by Zwei, who emerges in an Atlesian Paladin amongst a group of Atlesian Knights battling the Grimm from the underground tunnels and proceeds to headbutt a nearby Beowolf. Another bullhead flew down with Professor Port and Team CFVY. The new arrivals continue to clear out the masses of Grimm without much difficulty.

Coco sauntered up to a tall Grimm and pulled her glasses down. "You just destroyed my favorite clothing store." She said before fixing her glasses and spitting to the side. "Prepare to die."

She blocked a swipe with her bag and then kicked the creature in the crotch before leaning down, hand on her knee. She then slammed the bag on its head, cracking the pavement and killing the Grimm. Looking up, she saw a group run to her before grabbing the bag and start hitting them away before jumping back where Velvet was holding her camera box.

"No, you've built that up the whole semester, don't waste it here."

Coco then stepped forward, held her bag in front of her, and had it open up into a gold and black gatling gun that decimated the rest of the Grimm, cutting the King Taijitu in half as well as a large Nevermore. Up ahead, Port and Oobleck clear a street of Boarbatusk, as well as several Creeps and Beowolves, before Glynda walks over, and throws her crop around sending Grimm flying before she uses her telekinesis to seal off the breach.

Naruto dropped down with a Rasengan (Spiraling Sphere) and hit one in the head, causing it to explode and turn to dust. He stood up and saw the stragglers being killed before seeing a portal open up. "Guess I'll see you all later!" He jumped in before the portal disappeared.

To Be Continued.


A/N: Thanks for reading and let me know of any mistakes.

Beta: Chaos-PSD and ANUBIS the god king.

1-2. Just made up numbers for the two worlds.

Remember to vote if you haven't!

NEXT CH WILL BE THE LAST OF THIS ARC!

I won't apologize for the lateness of updates for those that don't read my Legend of Korra, Star Wars, or Young Justice stories, I lost a friend of the family early last month (May) and took time off for that and was ahead on those stories to update them.

Speaking of Korra, I'll be focusing on that story on its next update to finish the show and take a slow update as little time on the computer will make doing the sequel comics which are two parts each that have 3 80-100 pages issues for them longer to do.

Next to be updated will be Hero Rising Next Gen.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.🐺