Red Like Roses, Green Like NINJAS!

Disclaimer: Characters and settings are owned by whatever company and people created them.

Chapter 1: Castle

It was the same old, same old.

A city at night. A dark alley. Only a single streetlight provided any illumination. It showed two groups facing one another.

"Well, well, what do we gave here?"

Entering the alley were a collection of thugs, about twelve in total. They were a motley collection of different genders and shapes, each with a mean-looking weapon to be used with ill-intent. On those whose arms were exposed, a tattoo of a spider in a web could be seen.

The leader of the pack, holding what looked like a misshapen bayonet, pointed at the group before them. He said, "I don't know who weirdos think you are, but this is Spider territory! No one enters our web without paying a toll."

At the end of the alley were four figures. Their forms were hidden by the shadows, making it hard to make their exact appearances. However, their own weapons could be seen. One held a pair of nunchaku. Another had the same amount of swords. One held a simple staff. The last had two sai.

Another member of The Spiders hefted the crude love child of a jackhammer and pistol, saying, "And what 're you wearing, costumes? Or is that some kinda special armor?"

The figure with two swords entered a battle stance. "We're not wearing costumes."

When the Mistral police showed up to investigate the disturbance, all they found were the severely beaten bodies of the Spider gang members. And a few footprints of someone with two big toes…

It was a routine mission of Team RWBY. Which meant lots of snarling monsters. The Creatures of Grimm seemed to be everywhere, but thankfully they were mostly Manticores. Nothing a team of seasoned huntresses couldn't handle, after all.

"Yah!" Yang Xiao Long shouted as she blasted one Manticore with a shot from her Ember Celica. The Manticore fell back, but recovered and charged at the blonde. Undaunted, Yang caught the beast by the horns, and used its momentum to swing it up and slam it down on its back. She proceeded to shot it again at point-blank range. After that, the Manticore went limp and its body dissolved.

Off to the side, Blake Belladonna was fending off two Manticores, swinging her Gambol Shroud by its ribbon to give them multiple slashes. The Manticores soon grew tired of that, and charged. When they struck Blake's form, it vanished, and they crashed into each other. From a safer point behind them, Blake struck at one Grimm and caused it to vanish. Before the second could take vengeance, a large icicle impaled it, and that one vanished as well.

The ice had come from a large circle of white Glyphs generated by Weiss Schnee. Using her Myrternaster like a conductor's baton, she waved it, and the white Glyphs vanished. There was a snarl from behind, and Weiss pivoted about, just in time to see a Manticore heading her way. Raising her Myrtenaster, Weiss deflected it's sharp claws while backing away. She then summoned another Glyph, this one black, underneath the Manticore. The Manticore was suddenly lifted into the air by an invisible force. As it struggled to break free, a red blur flashed by, and the Manticore was cleft in twain. As the Grimm vanished, the blur landed on the ground and became Ruby Rose, holding her Crescent Rose ready to deal out more damage.

Team RWBY continued to battle the Grimm, taking out the monsters with their now trademark wild persistence. Before long, however, it was over.

"Hoo!" Yang wiped her brow and said, "This is a lot easier when you don't have to do it on a moving train!" She held up her hand for a hi-five, which Blake gladly returned.

Weiss sighed, and opened up her Scroll. "Well, I'm glad someone is enjoying this. Am I the only one worried about the level of Grimm activity in this region?" Images on the Scroll flickered by, showing different types of Grimm in various landscapes.

Blake walked over and looked over Weiss' shoulder. She said, "Well, Mistral doesn't have a lot of Huntsmen to deal with the Grimm to begin with. It could be that the people's fears are drawing in more than the usual."

"I guess, but something doesn't sit right with me," Weiss said, "It just feels unnatural. What do you think, Ruby?" When she didn't get a reply, she looked up from her Scroll. "Ruby? Ruby!"

Ruby was a standing up on a log. She was staring off into the distance. Yang walked up to her little sister and poked her shoulder.

"Hey, little sis?" Yang said, "Weiss is talking to you."

"Oh, sorry," Ruby apologized, and pointed. "I was trying to figure out if that is supposed to be there."

The rest of Team RWBY turned to look. In the distance, sticking out of the forestland like a sore thumb was the top of a large building.

"Whoa, is that castle?" Yang asked.

"It looks like it," Weiss said, and reached into her pouch to examine a map. "But it's not listed on our map."

"It might be a leftover from the Great War," Blake suggested, "When the government structure of the kingdoms were reformed, a lot of old fortresses and such were abandoned."

Weiss looked up from the map. Her eyes drifted towards the setting sun. She sighed. "It's getting late, and we've cleared out all the Grimm in the area. Let's get some rest at the inn and figure this out there."

Ruby nodded, "Okay, maybe someone there knows about that castle."

Team RWBY began to walk off. With their backs turned to the castle, none of them saw four figures leap through the tree tops. The four's features were blurred by the shadows of dusk…

At the edge of the trees before the castle, the Ninja Turtles looked over the structure in front of them. It looked vaguely like a castle made in Feudal Japan, as if designed by people who had never been to Japan.

Leonardo reached into his pouch and pulled out a hand-held device with a screen and buttons on the front, and a tiny shell on its back. He spoke into it. "April, we're here. How's it look on your end?"

"It's hard to say," A woman's voice responded, "Still adjusting to this world's software and network. But according to GPS, there doesn't seem to be any large vehicles or those monsters in your vicinity."

"Not anymore," Michelangelo spoke up, "There were a whole bunch a little bit ago."

"Anyone hurt?"

"Nope," Donatello replied, "Luckily, a group of those- whaddya call'em? Hunters?- were nearby. They took care of most of them."

"Are we gonna do this?" Raphael asked irritably, "Every second we spend here yakkin', is one more second Leatherhead spends locked up!"

"Right," Leonardo agreed, "Let's get to it. Let's check around for an opening. Hopefully there's a window or something that's been left open. We'll meet back in fifteen."

And with that, the four Turtles split apart…

Once Team RWBY got back into the town, they made a few "innocent" inquiries on what anyone knew about the abandoned castle. A surprising amount of people "Didn't know anything" about that castle, save that it was off-limits, and quickly changed the subject. After checking into the local inn, Blake decided to call upon the only reliable source she knew.

"Are you sure, Sun?" Blake said into her Scroll. On the screen, Sun Wukong nodded.

"That's what I've heard, anyway," He said, "That old castle isn't being used by Mistral's government, but it is a hideout for the Spiders Gang."

Yang looked over Blake's shoulder at Sun and said, "Well, that would explain why there are so many Grimm in the area."

The Creatures of Grimm were drawn to negative emotions, and gangs of criminals were typically negative people. When Team RWBY had gone to Mountain Glenn to search for the White Fang, a sure sign of the terrorists' presence had been the large amounts of Grimm that filled the area.

"I dunno about that," Neptune's voice could be heard. A moment later he poked his head in view, just over Sun's shoulder. "That place has always been one of the Spiders' hideouts. And from what I'm hearing, the patterns of the Grimm changed only recently."

"What's changed?" Ruby asked as she and Weiss entered the room. "Hi, Sun! Hi, Neptune!"

Weiss had a tray which had four giant bowls of ramen, one of which had several fish sticking out. Ruby took each one and began to pass them around.

"Sun says a local mafia is using that castle as their base." Yang explained as she took her bowl.

Ruby's eyes widened. "Of course…just like Mountain Glenn. Let's go over there after dinner, and check it out!"

"Whoa, whoa!" Neptune cried, "That's a bad idea. The Spiders aren't some run-of-the-mill hoodlums like that guy Jong back in Vale. Their boss, Little Miss Malachite tends to lower the boom on anyone who tries to get too close to her operations."

"'Little Miss'?" Yang asked, bemused. "Is that seriously her name?"

"I think it's one of those ironic nicknames," Sun replied, "Kinda like calling a big guy Tiny, or giving a horrible monster a real cutesy name, like Fluffy or something."

"We've been fighting a cult trying to bring about the end of the world," Weiss snorted, "I'm pretty sure we can handle a mainstream crime boss."

"Okay, but don't say we didn't warn you."

"Thanks for the advice, Sun," Ruby said, "We'll call you later."

"Bye."

Blake shut off her scroll. She glanced out the window of their room. "It's too dark for you three to see anything anyway. Why don't we take a look tomorrow, after dawn?"

"But we've got to patrol the area for Grimm tomorrow." Weiss pointed out.

"Soooo…why don't we try to patrol near the castle?" Ruby suggested, "If anyone is there, we can just say we're looking for Grimm."

"Good idea," Yang agreed, "Now, let's eat before our food gets too cold!"

As they darted between shadows, Leonardo was a bit unnerved by the lack of security. He knew that the leader of the Spiders wanted to avoid drawing attention to herself, but if this place was as important as their information said, there should have been more guards. But so far, they hadn't found anyone on the grounds.

Michelangelo had discovered an open window on the fortress' second floor. A decent leap from a nearby treetop put them on the same level, and it was an easy jog to the opening.

While the rest kept an eye out, Donatello checked for any alarms, or some such.

"Looks clear, guys." Don said as he reached in to open the window further.

One by one, the Turtles filed into the window. On the other side was a corridor, as bare as Mother Hubburb's cupboard.

"Okay, April," Leo said into his communicator, "We're in."

"Good. Try heading towards the central area on the ground level," April responded, "That's the largest part of the building, and most likely place where they keep their goods."

"That's if the floor plan still matches the original blueprints," Don noted, "Anything else we should worry about?"

"Yeah, I've been tracking the Spiders' calls. Apparently there's someone called 'the big guy' in the castle. No clue if it's an enforcer or prisoner, though, or where they're supposed to be."

"Maybe it's Leatherhead!" Michelangelo guessed eagerly.

"Or some new security," Leo put in, "We have been hitting these guys pretty badly. Let's start in the center."

As the Turtles began to move, a nearby door opened and a guy came out. "Hey, who's there?" A man with a Spider tattoo on his exposed arm asked.

Raphael was the fastest. His leg kicked out so quickly it looked like a blur, knocking the Spider mook off his feet. He followed up with a sharp punch to face, sending the Spider into unconsciousness.

Mikey looked into the room the Spider came out of. It was just the size of a walk-in closet, with a bean bag chair, some chips and a PDA on the floor.

"Looks like we caught this dude on his break," The orange-masked Turtle remarked, "Or he was totally slacking off.

Raph smirked. "Well, he's got a break now."

Don went and picked up the PDA. It looked like the "Scoll" devices that were so common. Could come in handy. He stuffed it into one of his satchels.

"Okay, guys, let's spread out and search this floor," Leo said, "We'll meet back in fifteen minutes."

After making sure the Spider goon was well restrained in his room, the Turtles were on their way. Leo and Mikey went in one direction, while Don and Raph went in the other. They checked every room, but only found basic supplies and such. Some rooms didn't have anything at all. Nothing to write home about. Going further into the hallways, the two pairs split up further.

Donatello found an old computer, but it wouldn't turn on. Broken. In one room, Raphael found a bunch of men dozing. Luckily, none of them woke up. Leonardo almost run into a pair of awake guards, but he was able to hide himself on the ceiling before they could see him.

Michelangelo found himself back on a balcony. He was about to go back inside, but stopped. The skies were clear, and the planet's broken moon was out in full sight. Only a single dark cloud was in front of it. Mikey shuddered. With its jagged pieces, the moon almost looked like the jaws of some beast seen from the side. He went back inside. As soon as he did, the "dark cloud" started moving against the wind…

Team RWBY had just finished their dinner and were relaxing a bit, watching a movie on Blake's Scroll. Just as a ninja threw a rose, the movie paused

"Uh-oh." Blake muttered as her Scroll beeped.

"Is that a good 'uh-oh'?" Ruby asked.

"When is 'Uh-oh' ever good?" Weiss replied, annoyed. They were just getting to the good part.

"It's not just hers," Yang said, holding up her own Scroll. The words 'ALERT!' were flashing on the screen. "I think it's for all of us."

The words were replaced by a blurred picture of a winged creature flying against the night sky.

"A Grimm sighting," Weiss sighed, "Of course."

"Not just any Grimm," Blake said, "I think it's a Sphinx."

"Figures," Yang commented, "The last time we beat a bunch of Manticores, we had to deal with a Sphinx too. I guess this one was a bit slower than the rest of the pack."

"Well, here's good news," Weiss said with a smile as she looked at Scroll, "If these reports are accurate, it's not heading towards the village. Looks like it's heading…to that fortress?"

"Well, that's convenient." Yang commented, "At least we have a serious excuse to take a look around."

"But if a Grimm attack might scare the gangsters away," Blake pointed out, "whatever the Spiders have that are attracting

The girls felt a breeze and looked up. Ruby had already picked up her Crescent Rose, and was standing at the window.

"We're going after it." The leader of Team RWBY declared, "The longer we wait here talking about it, the closer it'll get to hurting somebody."

The rest of the team exchanged looks.

"And how exactly do we reach it?" Weiss asked, "It's not like we have a jet or something on standby…why are you looking at me?"

The Turtles had made their way further down into the fortress. The had found plenty of storage rooms full of contraband, but nothing that would help with their goals. However, they did find "the big guy". He wasn't what they were expecting either.

It was in the castle's largest room on the ground floor where they saw him. High up in the rafters, the Turtles looked down as a tall, muscular man with a green mohawk was arguing with another member of the Spiders.

"…And if I don't hear anything by the end of the week, I'm walking." Green mohawk said with a snarl.

"Whoa, cool it, Bertilak," The Spider said, holding up his hands soothingly. "Lil' Miss said she'd find that Carmine lady, and she'll do it. The Spiders have the best information network in the Kingdoms. But since you were flat broke, you just gotta work off your debt."

"And I'd say I've done enough work." Bertilak grumbled. He had a mace that he was swinging around in frustration.

Up above, Raphael rolled his eyes with irritation. Waving to get Leonardo's attention, he mimed punching his palm, which was Turtle Sign-Language for "Let's get down there and bust some heads." Leo shook his head, pointing at the rafter. It was Turtle-Sign for "We stay here and keep listening." Raph huffed, crossing his arms.

"Couldn't I have stayed at that other warehouse?" Bertilak asked, "I feel like I'm gonna fall asleep watching these crates collect dust. At least that last place had some rare animals to look at."

Hearing this, the Turtles tensed up. As one, they gathered to a beam that was right over Bertilak to hear what else he had to say. They were concentrating on his words so much that they didn't notice cracks beginning to form in the old wood.

"That's nothing," Another Spider pipped up, "You should hear about the monster they got in Wind Path."

"What, your boss nabbed a Grimm, or somethin'?" Bertilak asked.

"Naw, nothin' that obvious," The mook said, "I hear it's a big…"

Whatever the big thing was, no one would know. For a loud crunch caught their attention. The support beams the Turtles were standing on broke, sending four forcibly-evolved terrapins tumbling down. The Spiders stared in shock as the Turtles awkwardly got to their feet.

"Uh, got a dime for some fellow Americans that are down on their luck?" Michelangelo asked sheepishly.

The Spiders quickly drew their weapons. The Turtles were quick to do the same.

Flying by Grimm wasn't the safest way to travel. Weiss had figured that out in her Beacon Academy initiation (Thank you for the trauma, Ruby Rose!). Summoning a Grimm-clone from her own Aura was a much safer option, but still came with its own problems.

"Are we there yet?" Ruby asked, peering through the scope of Crescent Rose' sniper rifle.

Namely, the backseat drivers.

On the back of a blue-ish white Queen Lancer, Team RWBY soared across the night sky. It wasn't a serious burden for Weiss to summon and control the Grimm. She was getting a bit annoyed by her teammates constant bugging her.

"I don't see it," Yang yelled as she scanned the skies with a pair of binoculars. "Are you sure we're heading the right way?"

Weiss gritted her teeth. "No, we're not at the castle that might double as a mob hideout, yes, I'm sure, and no, I can't make my summon go any faster!"

"Geez, Sorry," Yang replied, "I just feel like we should have found something by now."

"Well, maybe we should try something a bit more constructive than flying around aimlessly!" Weiss snapped, "At this rate, I'm going to run out of Aura!"

Ruby pointed and said, "There's a plateau! Let's land there and get our bearings! Wait, there's some sort of big animal on it."

Blake, who had better night vision, looked as well. What she saw made her gasp. "It's the Grimm!"

On instinct, Yang fired a blast from her Ember Celica. It struck a piece of cliff, and the explosion lit up the night sky revealing a monstrous winged cat, with a skull-like white head.

The Sphinx.

In its jaws were what was once an adult grizzly bear. But as the explosion shock the mountain it was on, the Grimm dropped the dead animal so it could roar in fury at being disturbed.

"Was that really necessary!?" Weiss shouted at Yang in irritation.

"We needed to see in the dark!" Yang defended, as she began to fire more rounds from her gauntlets. The explosions continued to illuminate the dark environment.

The rest of Team RWBY followed the blond's lead and began to shoot at the Grimm as well. Being pelted with shots, the Sphinx began to flap its wings, taking to the sky. It flew around to avoid the projectiles, then spat a fireball of its own at the Team. The Summoned Lancer barely swerved to avoid it, nearly causing Team RWBY to fall off.

"Whoa! Weiss, keep it steady!" Ruby cried out as she struck Crescent Rose down to secure her footing.

"I'm trying!" Weiss snapped back.

The Summon and Grimm circled around each other in the sky, both sides trying to continue to blast each other. It was especially hard for Team RWBY, as only one of them could see in the dark.

"It's too fast to take in a dog fight," Blake said as she paused to reload, "We have to impede its movements!"

Ruby shot again at the Sphinx, but she couldn't tell if it hit. Scowling, Ruby changed Crescent Rose back into it's scythe-mode.

"Weiss, see if you can get us closer to it!" Ruby ordered her partner.

"I've been trying, but it's keeping its distance!" Weiss responded, "It must be an older Grimm than the one that attacked the train!"

Grimm were typically mindless monsters that would attack relentlessly. However, if a Grimm was allowed to exist long enough, it would develop defensive instincts and learn to avoid threats. Unfortunately, this meant that it would only attack powerless civilians.

Ruby's mind raced as she tried to think of a solution. But then Blake said, "Wait a minute, it's not just flying around randomly. It's been going in the same general direction."

Blake activated her Scroll and opened up the map function. She widened the view and began to trace a path. The other girls would occasionally look over her shoulder to watch, while trying to keep their eye on the Sphinx.

"So, maybe we can go ahead and cut it off?" Ruby suggested.

"That's easy for you to say, but it's flying faster than my summon can go!" Weiss snapped. A bead of sweat was starting to run down her forehead.

Ruby felt a light bulb turn on in her head. "Fast? That's it!" The scythe-user cheered, "Hang on, everyone!"

"Wha-!"

Ruby became a red blur, and so did the rest of her team. The Lancer summon vanished as the blur flew through the air…right at the Sphinx!

The castle's main room was a madhouse. The Ninja Turtles were outnumbered, outgunned, and completely in their element. They kept moving to avoid being overwhelmed by the Spiders members, who kept trying to corner the mutants.

"Well, Raph, you wanted a fight, you're getting one," Leo grumbled, "Are you happy?"

Raphael watched as the one called Bertilak stepped forward. The large human's body seemed to glow as the thug grinned malevolently.

"A little bit." The sai-wielding Turtle admitted.

Bertilak charged at the two Turtles, swinging his mace down to bludgeon one of them. He missed, making a large hole in the floor, and Leonardo took the initiative to slash at the large man's side with one of his swords. Bertilak hissed in pain, and the wound glowed a bit before closing. Bertilak then pointed the gun-end of his mace at Leo. Just before he fired, Raph charged in and struck at the arm holding the mace, causing it to miss and hit a beam.

"Get off!" Bertilak snapped, and swung his arm back, knocking Raphael away.

Off to the side, Michelangelo was in full throttle. A bunch of Spider goons had chased him up a stack, but once he was at the top, Mikey jumped down. He stomped on each of the goons' heads, knocking them to the ground. One lucky mook managed to get behind him, only to be knocked out by a swing of his nunchuck. Once he was done, Mikey wiped some sweat from his brow.

"Phew! Is it me, or is it getting hot in here?" Michelangelo asked.

Donatello swept his bo across the floor, knocking several Spiders off their feet. He brought the end of his staff up, catching one mook and tossing them aside into another.

"It's not you!" Don said, "The room's temperature has been steadily rising since the fight began!"

More gunshots rang out as Bertilak made another attempt at shooting Leonardo and Raphael. The two Turtles was forced to onto a retreat. Once they were out of sight, Bertilak tried shooting Mikey and Don, sending them hiding in the shadows as well. The Turtles found themselves hiding behind a group of the larger crates.

"He's a lousy fighter, but the guy can sure take a hit." Raphael grumbled, "And the way his body heats up makes it hard to put him in a hold!"

"He's probably an aura user like April and I read about," Donatello noted, "Speaking of which..." He opened his communicator, "April, I think we could use an extraction!"

"I'll be there soon, but you guys might have bigger problems," April responded, "I've been picking reports of a huge monster or something heading your way!"

"Oh, great, thanks for the warning," Donatello groaned, but before the discussion could go any further, the head of Bertilak's mace smashed through the crate, narrowly missing Don's. "Welp, gotta go!"

The Turtles scattered as Bertilak pressed his attack. What followed was a game of cat-and-mouse as the Turtles attacked sparingly. They kept their distance as best they could, making hit-and-run strikes whenever the opportunity arose. However, Bertilak's sheer strength and powerful Semblance made it difficult to make a serious wound, as his aura would let him heal from minor attacks easily.

"I don't know what you freaks are," Bertilak laughed, "But I can't wait to hand you to Malachite! I hear she's been starting her own menagerie!"

He charged at Leonardo, bringing down his mace to crush the Turtle. Leo was just barely able to bring up his swords to stop the attack. However, it was clear that Leo was going to be overpowered. On top of Bertilak's strength, the heat was unbearable. In desperation, the Turtle swung out his foot, kicking Bertilak in the shin. Bertilak began to fall, and Leonardo used the momentum to throw the man away. Bertilak crashed into the stack of crates, causing them to fall on him. He instantly threw them off, and the room's temperature went up about five degrees.

"THAT'S IT!" Bertilak bellowed, "I was going to take you things in alive, but now I won't be happy until-"

Whatever would make Bertilak happy would go unknown, as one wall of the castle suddenly came crashing down. A large piece of went landed on Bertilak. At first, the Turtles thought it was April being excessively dramatic. Then they saw the monstrous, skull-like face and realized that they weren't out of the frying pan yet. It was the largest Creature of Grimm they had ever seen, and it wasn't alone. Four teenaged girls were dizzily recovering from their wild ride.

"Ruby," Weiss coughed as she dusted herself off, "The next time you want to do something like that again…don't!"

"Well, at least we're here," Ruby said sheepishly, "Let's finish the Sphinx off and then we can take a look a…round…"

Team RWBY stared at the Teenage Mutant Ninja Turtles.

The Teenage Mutant Ninja Turtles stared at Team RWBY.

"GAAAAH!" the girls shrieked.

"GAAAAH!" The Turtles shrieked.

"RAAWWR!" Bertilak screamed as he threw off the rubble.

"RAAWWR!" The Sphinx roared

The Creature of Grimm took a swipe at Team RWBY. The girls scattered to avoid its attack. Meanwhile, Bertilak charged at the Turtles, trying to crush one of them with his mace. Both sides ran from whichever was chasing them, getting crowded and confused.

Even with its wings torn off, the Sphinx was still a force to be reckoned with. It charged at the huntresses at first, but stopped. It then turned and tried to pounce on the Turtles. Its claws and paws created gashes in the floor. Crates of contraband were tossed and smashed to pieces.

"Aw, great! Just great!" Raphael yelled in frustration, "Now we got this to deal with!"

In frustration, Raphael stabbed the Sphinx's left foreleg. The Sphinx reeled back and howled in pain. Before it could retaliate, several shots exploded onto its skull.

As she kept punching shots from her gauntlets, Yang asked, "Okay, what the heck is going on? Who are those green guys!?"

The Sphinx spat a ball of fire, which Weiss tried to block by erecting a wall of ice. However, the ice didn't hold up, even than it normally would have against a fireball.

"It's too hot in here to make a solid wall!" Weiss cried as she dived away from the slush and shards. "Who turned the thermostat up!?"

"I think it's the big guy with the mace," Ruby reported as she took a sniping position on a stack of crates, "His whole body seems to be glowing!"

Meanwhile, Bertilak swung at Michelangelo and missed. However, his body was so hot that the wind from his swing was enough to send push the Turtle away. As Bertilak advanced, Blake's lithe form suddenly came down feet-first on his head. The large man went down, but recovered quickly as Blake bounced off. He shot at the faunus, but each shot merely caused her form to fizzle away- clones from her Shadow semblance. Eventually, Bertilak gave on the mace-gun and whipped out what looked like a an oversized sai, a bigger version of Raphael's. He threw it Blake, and it passed through her Shadow. The real Blake however, was struck by the thrown mace. Not only did it hurt, but it burned, heated by Bertilak's Semblance.

Blake's cry of pain echoed across the chamber. Everyone, including, for some reason, the Sphinx, looked over to where she was. The informal time-out was broken by Yang immediately turning from the Grimm to throw rush at Bertilak. Once she did, the Grimm, pressed its attack. It swiped a paw at Ruby, knocking the crates she was on down. As Ruby used her Semblance to speed away, Leonardo came in and slashed at Sphinx with his swords. The beast howled in pain as it broke more than a nail.

Leo couldn't help but grin. The Grimm were fearsome, but unlike Bertilak, they stayed cut. He called out to Ruby, "Why don't we trade? You can have our playmate, and we'll take your pet!"

Ruby blinked, a bit uncertain. But she watched as the turtle-guys with the sai and staff hammered the Sphinx with Weiss' unwitting assistance. She then looked at Yang, Blake, and the green fella with nunchucks go at the jerk with the mace.

"Deal," Ruby decided, and yelled to Weiss. "Weiss! Let's help Yang and Blake!"

"Mikey!" Leo ordered, "Get over here! It's time we put this rabid cat down!"

Michelangelo was only too happy to put some distance between himself and Bertilak. Weiss, on the other hand, grimaced at the thought of turning her back to a Grimm. However, she knew she had to support her Team, and went to assist in taking down Bertilak.

The Turtles had dealt with their fair share of unpleasant monsters, and to them the Sphinx was nothing more than a giant cat with a bad attitude. Leo and Raph handled most of the serious blows, being the ones with bladed weapons, while Don and Mikey did whatever they could to disrupt and divert the Grimm.

Donatello jammed his staff into the joint of the Sphinx's left hind leg, causing the creature to stumble and fall. Taking advantage of the creature's plight, Leonardo came in and jammed both of his swords into the Sphinx's neck. Michelangelo leapt onto the back and used the chains of his nunchuck to pull the creature's head back, and Raphael leapt down and slammed as hard as he could. With one final crack, the Sphinx's head came off, and the entire body began to vanish.

Meanwhile, since she couldn't use her ice dust, Weiss focused on creating glyphs to block most of Bertilak's shots. Ruby speed by and sliced off the head of his mace with Crescent Rose. Blake threw the ribbon of her Gambol Shroud to Yang, and swung her girlfriend around. With the added momentum, Yang slammed her fist into Bertilak's jaw. The man spun for a bit, then fell. When he didn't get up, Yang walked over and opened one of his eyes. The eyeball was unfocused and still spinning.

"Welp, he's done," Yang reported, "And now…"

Team RWBY turned. The Grimm was gone, and the Turtles were now standing at the hole it's abrupt entrance had made in the wall.

"So…" Weiss said awkwardly, "Who…or…what…are you guys?"

Behind her, Blake's ears twitched. The faunus seemed to hear the sound of an engine, slowly getting louder.

Leonardo put his swords back into their sheathes, and said, "We are the Teenage Mutant Ninja Turtles. We strike hard, and fade quickly…into the night."

Leo threw something down on the floor, and a massive cloud of smoke appeared, enveloping the Turtles. There was the sound of a jet from behind.

"Hey!" Ruby cried, and shot forward with Petal Burst.

She went directly through the smoke, but on the other side she could find no Turtles. Looking out in the night air, she vaguely saw what looked like a Atlasian Manta-class ship fly off into the horizon. As the smoke cleared, Ruby turned back to her team.

She asked, "Okay…were those guys super-cool, or super-weird?"

To be continued_