Disclaimer: I don't own Naruto or RWBY.

A/N: THERE'S A NEW POLL UP FOR TOP 7! The top 2 were only apart by 2 votes so we decided to update it to do the top 7 YOU CAN PICK 3! It will go down after a round of updates when Ninja in the Web is done, so that'll be a couple of days after the A Fox in Middleton gets the update after that story ends.

This would have been up slightly earlier but had internet issues with it being off for a day by accident and helping friends/family IRL.

Beta: ANUBIS the god king.


Chapter XXX.

Last Time.

"That's all that matters. (giggling) That we're all here together. Right? We might be down a boyfriend though." Yang said as Naruto got to the top before leaping off and ran outside.

Ruby looks at Yang as she says that. Blake briefly looks away with a sorrowful expression on her face. Yang looks up at her and smiles. Blake looks back over to them and smiles. Weiss offers a hand out to her, and the cat Faunus eagerly joins in Team RWBY's first group hug after a long time of being apart. The four girls embrace each other while their friends look on smiling. Qrow, still holding the Relic, then approaches a panting Oscar, who is kneeling on the ground.

"I don't know how, but we did it, Oz. You okay?"

"I'm alright," Oscar said in his voice

"Kid?"

"He's resting. Too much energy fighting."

"Hey, don't strain yourself!"

Oscar shook his head at that. "No! He had... a message... We must... get the Lamp to... Atlas."

Oscar groans and falls, but Qrow catches him. He lays the exhausted farm boy on the ground and looks over as Team RWBY finishes their embrace. Qrow then stands back up and looks at the Relic he holds in his hand. The lamp is seen glowing brightly as the indistinct whispers are heard again. Qrow sighs as he leans his head back.

Now.

(Flashback.)

A Day After Beacon Attack.

Naruto walked into his house holding onto an unconscious Neo before placing her on the couch.

The next morning, she woke up to see she was in a house rather than the woods as that was the last thing she saw while falling before seeing Naruto walk in wearing nothing but black pants. "Hey, you're awake." She said nothing as Naruto sat a tray down at the coffee table. "You should eat up."

Neo stared at Naruto for a moment before reaching for the plate of pancakes.

(Flashback End.)

Train Station Mistral.

In a busy train station in Mistral, people are going about their business whether they be buying a train ticket, going shopping, eating food, and more. Holographic screens show different locations, amongst them are Argus, Wind Path, Kuchinashi, Shion, and Vale, the latter shown to be crossed out with an "Out of Service" message next to it.

'It's been two weeks since the attack on Haven. The official report states that the plot to destroy Mistral's CCT Tower was thwarted by Ghira Belladonna and the Faunus militia group from Menagerie. A Huntsman and some students coincidentally visiting the headmaster were also able to lend some assistance.'

'Unfortunately, Leonardo Lionheart lost his life while trying to defend his school. And those responsible for organizing the attack managed to escape. As I'm sure you can guess, there's a lot more to this report than I'm willing to say in this letter. But for now, what I'm trying to say is that we're on our way to Atlas, James. There's a good chance we'll get there before this letter does, but in case we don't, I need you to know that we're bringing a lot more than bad news with us. See you soon, Qrow.'

Qrow re-reads and places his letter in a mailbox. Suddenly, his niece runs by and bumps into him. "Hey, what's with the running?" He asked Ruby who turned to look at him.

"And what's with the standing? It's almost time!"

Ruby sees the people chattering in the station lobby. She uses her Semblance to get something and fly through the gate. She then emerges smiling and humming, approaching the benches where her boyfriend, and companions, minus Blake, are waiting.

"And?" Yang asked arms behind her head thrusting her chest out.

Ruby grins and shows them a bag. "Ahh!"

"What an absolute waste of time-!"

"What did you get me?" Yang took a step forward having her breasts jiggle and interrupted Weiss in the process as Ruby smiled.

"You'll have to wait and see~!"

"Even me?" Naruto asked as he hugged Ruby from behind.

After Ruby sticks her tongue, Yang attempts to snatch the bag from Ruby, who recoils; having Naruto kiss her sister as Nora jumps from between them to kiss Naruto herself and then grins.

"Oh, I can't believe we're taking the train to Argus! The beautiful northern coastline... You think it's too early for beach season?"

"Unfortunately, but we will be one step closer to Atlas," Ren spoke up looking over as Pyrrha walked over.

"Everything seems to be running on time." She said dropping her weapons on the bench.

"Well, I'm glad you're all excited. But I don't think you appreciate the trouble I went through to leave Atlas." Weiss crossed her arms as Yang grinned.

"Didn't Naruto promise to do something for ya at night?"

Weiss blushed at that before turning away.

"I know you're worried, Weiss, but trust us. Team RWBY won't leave your side for a second! I promise." Ruby replied before Naruto kissed the top of her head.

"No one's gotta be worried with us around."

A pair of Huntsmen, confront Ruby and her friends with proud looks on their faces, holding their weapons.

"Aaaand you are?"

"Why Dee and Dudley of course. The Argus Limited's very own Huntsmen. We'll be keeping everyone safe as we pass through Grimm territory." Dee smiled at them.

"But for a generous tip, we can make sure your passenger car gets extra special attention should things get dangerous." Dudley finished as Qrow and Naruto's team walked up.

Dudley winks as Ruby, Weiss, Yang, and Nora give unamused looks; Nora has her arms crossed and Weiss rolls her eyes. "Yeah, I got a tip for ya."

"Huh?"

Qrow, who had spoken, has his hands in his pockets and gives Dee and Dudley a frown. "Buzz off." He stands between Ruby and Yang as they make faces, mocking Dee and Dudley behind him. "Looks like Mistral's scraping the bottom of the barrel these days."

"Hey! You're talking to a!"

Qrow holds his huntsman license, showing Dee and Dudley. "A professional Huntsman, right? Well, it seems one of you heroes left the staff entrance to the caboose wide open." Dee and Dudley turn around to the left in surprise at this revelation. "It'd be a shame to lose your job before it even started."

"I... I didn't do it!" Dudley said as Dee scoffed.

"Come on, dummy."

Dee and Dudley walk away from them as Oscar watches the two leaving. "You know sometimes the burden of saving the world feels overwhelming. But then people like that come along and make me grateful that it's our jobs and theirs."

Everyone collectively agrees with Oscar as they nod at him together. "So, you kids ready to go? Bike all loaded up?"

"Yep!"

"Just waiting on Blake. As usual."

"I'll check on her," Naruto said walking back as his team sat on the bench.

Up in the walkways above them, Blake is conversing with Ilia Amitola, who is no longer wearing her usual White Fang garb and is in something more casual. "I still don't feel like I deserve the freedom you and your family granted me."

"Well, you're going to have to get over it, Ilia. Saving Haven had a huge impact on how Faunus are seen in Mistral. Now it's up to you all to take the progress and keep running with it." Blake replied with a smile.

"Right. The White Fang may have been a failure, but with your father starting up a new movement, I've got more faith than ever before." She runs up to Blake and gives her a big hug. "Thank you, Blake, for everything. I wish you didn't have to go."

"I know, but my team needs me. We're going to track down the people responsible for the attack on Haven and the fall of Beacon."

"Always trying to save the world." Ilia smiled at that.

"More than you realize."

"Hey, I know your parents already saw you off, but where's-?"

"Sun? Oh, he's right here!"

Sun shows up a few feet away from them before Blake walks over to him. "What? You didn't think I was gonna miss your big send-off, did you?"

Neptune suddenly pops up from behind him. "He overslept and almost missed this," Sun growls at Neptune before shushing him as Blake laughs. Neptune shoves Sun forward. Hey, Blake. Now would you hurry up? Need I remind you we have our own trip to plan?" He asked before noticing Ilia. "Oh, I didn't know Ilia was gonna be here. I'll, uh, I'll give you two a moment... Hey, almost didn't see you there, 'cause, you know, the camouflage?"

Later, the train, Argus Limited, is traveling in the snowy countryside along a mountain. Inside, passengers walk through the halls. An elderly woman is passing by a room that Team RWBY is staying in.

She has dark skin and long silver hair, which she wears in a single braid down her back. She is of small stature and appears to be hunched over, requiring the use of a walking stick. She's wearing a full-length dress in the traditional Tabasco style, consisting of a dark blue top with full sleeves and a skirt comprised of alternating light and dark blue layers.

In addition to her dress, she wears thick brown gloves and a heavy blue cloak trimmed at the edges with a pattern of white, hollow triangles on a light blue background. A similar white and blue trim is around the neck of the cloak. The cloak is secured to her shoulders with ornate white pauldrons.

She has goggle-like prosthetic eyes that are dark gray with cyan-colored lenses, each of which is equipped with a set of adjustable shutters, four rectangular cyan lights create a partial ring on the outer bottom edge of the eyes, while a single cyan nodule on the top outer edge overlaps slightly with each lens. Two small antennae protrude vertically from the upper left side of the prosthesis.

The four girls are all on beds reminiscent of their old dorm room from Beacon. Weiss is reading a book, Ruby plays a game on her Scroll, Yang is reading a magazine, and Blake is looking out the window.

She then falls asleep before having a nightmare of being on a train and fighting Adam who was winning and exclaims he will have her under his control before waking up. She felt hands around her before opening her mouth to scream before a hand clamped over her mouth before hearing Naruto. "Shhhh it's OK I don't know what have you this hell-bent afraid but I will never let you get hurt please calm down and tell me what's wrong."

She turned to explain her nightmare and after, the train jolts, causing Qrow, who got to the door, to drop his drink as passengers can be heard screaming in fear.

Qrow runs out and Team RWBY follows suit with Naruto, grabbing their respective weapons on their way out the door. Qrow climbs to the top of the train and notices a group of Grimm approaching from the back.

They have the body and head of a lion, the wings of a predatory bird, and the tail of a scorpion. They also have black fur and feathers, with white bone-like spines on their bodies, including a white lion skull and a large, crown-like mane of bone. A pair of bull horns also protrude from their skulls.

Dee and Dudley are already up top and prepared to fight the Grimm. A much larger Grimm lands on the train and lets out a roar.

It's slender with a feline body and large feathered wings. It has a round head with a very short, somewhat narrow snout and a four-crested bone mask that takes the form of some feline. Each paw has three toes, and its tail is a white snake. Its mane appears to resemble human hair.

A few train cars down, Team RWBY joins Qrow as they too arrive on top of the train with their weapons out. Dee charges his weapon, an electrical spiked club, and charges forward to attack. The Sphinx roars and a Manticore flies by to snatch up Dee.

Dudley watches helplessly while his partner is dragged down to the forest to his unfortunate death. The Sphinx roars again and all of the Manticores fly forward to attack.

"What's the plan, Ruby?" Blake asked as Naruto's team ran up with their weapons.

"Don't let anyone else die!"

With that, Team RWBY, SHNN, and Qrow charge forward into battle. Down below in the train, Oscar opens up a window to see the commotion, a Manticore barely missing him. Oscar walks out and bumps into Jaune, with Ren and Nora behind him.

Back outside, Team SHNN, RWBY, and Qrow get to work on cutting down Manticores. Dudley runs toward the front of the train and takes his scroll out, activating the train's defense systems.

The train's armor activates, with reinforced plating covering most of the train while metal bars crisscross the windows. After that, a series of turrets rise above the train and begin targeting the midair, Grimm. A group of Manticores get shot down.

Meanwhile, Qrow engages the Sphinx, using the scythe form of Harbinger to attack. The Sphinx tries to crush Qrow with its paw, but Qrow manages to transform into his avian form before changing back to land an attack from above. The turrets fire at the Sphinx from behind, causing it to let out another roar. Two Manticores fly down, one does a tuck and rolls into a turret, destroying it. The other evades turret blasts and spits a fireball at one, destroying it. The passengers inside the turret's train car scream as it jolts from being destroyed.

Oscar and Team JNPR climb up to the top of the train to join the battle, Pyrrha shooting Grimm before tossing her shield having it bounce off several heads before Natsu dropped on one that tried attacking her. Haru slid down, cutting the stomachs of several as Shiki kicked the heads, knocking them off as Naruto used his pistols on the ones that were flying.

Oscar runs forward, dodging Grimm's attacks along the way. He manages to approach Dudley, who is firing at Grimm with his rifle. Suddenly, they notice the Sphinx and the rest of the Grimm fly off the train, keeping their distance.

"TUNNEL!"

They take notice of the fast-approaching tunnel. Oscar quickly gets below the train. Dudley does the same, but inadvertently leaves his arm stretched out as it impacts the wall of the tunnel.

Team SHNN, RWBY, and JNPR quickly run into the train car as Oscar tends to Dudley, who holds his bruised arm in pain. Qrow enters and approaches Dudley.

"I said, turn those damn things off!" Qrow picks up Dudley and shoves him into the wall.

"Those things are keeping us alive!"

"Us, sure, but they're putting the passengers in danger!"

"I'm the one they hired for this job, okay?! I'm in charge here!"

"Forgive me if I'm not exactly reassured."

While the two argue, Ruby looks out the window and notices the Manticores enter the tunnel, continuing their pursuit of the train. She then looks behind her friends at the passengers, a baby can be heard crying as passengers murmur among themselves. Ruby then walks forward to her uncle and Dudley. Ruby stops her uncle and walks up to Dudley. "Please just shut off the turrets."

"Trust us, we know what we're doing," Jaune said as he activated his Semblance to heal Dudley's arm. Dudley looks to the students before giving his answer.

"Fine."

"Ren, could you use your Semblance to mask everyone on this train? With the guns off and emotions hidden, they might lose track of us!" Nora asked Ren who brought a hand to his chin.

"Hm, I never attempted to affect this many people."

"Well, you've never had Jaune's help before," Ruby said pointing at Jaune.

"He could amplify your Aura!"

"Yeah, that's an alright plan." Qrow sighed as the others checked their weapons.

Oscar's eyes glow as Ozpin takes over. "I'm afraid there's one complication... The Grimm are also attracted to this." He gestures to the Relic of Knowledge on his hip.

"Why wouldn't you tell us that?!" Yang asked Ozpin as Naruto got in front of her.

"Not now, we gotta keep calm or we'll just attract more... Every second we're on board this train, we're putting everyone else in danger. Get the passengers to the front cars, and you'll still mask the emotions and kill the turrets... we just can't come with you. If we cut the back cars with us and the Relic on them, we can deal with the Grimm. You just make sure the rest of the train makes it safely to Argus."

Upon hearing this, Jaune finishes up healing Dudley's arm and walks over to Naruto and Ruby who stand beside him with a conflicted expression. "Only if you'll promise you'll meet us there."

"Defiantly."

"Promise."

Naruto kissed both Nora and Pyrrha for luck before Team JNPR began evacuating all of the passengers to the front half of the train. The elderly woman from earlier is walking, taking a look behind her.

Outside, the turrets are shut off. Blake jumps down and decouples the train, allowing the front half to continue forward. When she looks up, she notices a hooded figure resembling Adam in front of her on the next train car. Blake prepares for a fight but then realizes that no one is there and it is just her imagination.

Blake sighs before jumping back up to the top of the train. Ruby is seen a few train cars down looking at her scroll, which shows portraits of her teammates and Nora, the latter's signal low compared to the rest. Ruby looks back up and notices the Manticores and Sphinx exiting the tunnel and taking flight once again. The Sphinx lands on the train.

"Now!"

Nora gets Ruby's message and gives the okay to Jaune and Ren. The two boys combine their Semblances, with Jaune enhancing Ren's Aura to the point where the entire front half of the train is grayed out by Ren's Semblance. Oscar watches the train as it disappears into the snowstorm, before being attacked by a Manticore.

He manages to fend it off temporarily while team RWBY takes out several Manticores one by one. Ruby notices Oscar's struggle and takes advantage of Weiss taking one down to send it crashing into Oscar's Manticore. Meanwhile, Qrow is seen struggling against the Sphinx. Ruby notices this and she and her team go to assist him.

"We need to ground it!"

"On it! Yang, Natsu!"

Both Natsu and Yang take out a Manticore before launching off it and running towards the Sphinx, ducking under it. Blake spins her weapon, with Yang punching it back and forth with Natsu, the ribbon wrapping around the Sphinx's torso. Yang punches Gambol Shroud one more time, embedding the blade in the train's roof, and she and Blake pull the ribbon together, keeping the Sphinx down. Natsu landed and started pulling with Haru and Shiki helping as well.

Weiss uses her Glyphs to freeze the Sphinx's wings, with Qrow and Ruby shooting at them, shattering them. The uncle and niece ready their scythes as the Sphinx prepares to launch one more fireball. Qrow and Ruby launch forward, spinning their scythes together rapidly as they bisect the Sphinx's torso, finishing it off for good.

Before it dies, however, the Sphinx launches the fireball, destroying the rails in front of the train. Weiss activates her black Glyphs to hold everyone in place as the train derails and crashes into the snow.

The back half of the Argus Limited is completely derailed, with the train cars crashing in the snow. Qrow, Oscar, Team RWBY, and SHNN all get back up.

"Is everyone okay?"

"I'm fine."

"Yeah."

"So are we." Naruto groaned holding his shoulder

"Still alive!"

Everyone looks up and notices the elderly woman. "That sure was a close one, huh?"

To Be Continued.


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

Beta: ANUBIS the god king.

THERE'S A NEW POLL UP FOR TOP 7! The top 2 were only apart by 2 votes so we decided to update it to do the top 7 YOU CAN PICK 3! It will go down after a round of updates when Ninja in the Web is done, so that'll be a couple of days after the A Fox in Middleton gets the update after that story ends.

This would have been up slightly earlier but had internet issues with it being off for a day by accident and helping friends/family IRL.

Next to be updated will be A Fox In Middleton.

Nothing else to say,

Talk To You Later,

Lone Wolf Out.🐺