40

The train lurched underfoot, the car Winter was standing on suddenly shifting as it started slowing rapidly. It looked like the train car had been detached from the rest and she sprinted, clearing the gap on the roof before it could widen. She watched as it drifted behind them, losing momentum until it suddenly exploded. She flinched at the sudden burst of light and force and when she looked back it was with horror as light filtered down from above. In the distance she could see the creatures of Grimm raining down from the opening. Carmine had told them of the plan but seeing it in action made her stomach turn.

Another lurch and the next car detached, forcing Winter to continue leaping across rooftops. Further up the train, figures crawled up onto the train, faunus dressed in the garb of White Fang, wielding blades and rifles. She summoned several Beowolves in front of her, the creatures roaring before bounding forwards. Some of the faunus yelled, others screamed, and many were thrown off of the train, sure to be devoured by the Grimm following the train.

Winter focused on clearing the top of the train but the White Fang just kept popping out of the cars. Taking a moment, she opened the hatch atop the car she was on, noting the device down below. There couldn't have been explosives throughout the whole train, the best course of action would be to find where the explosives ended and descend into the train from there. It also meant she found out that a good half of the train's length was made of explosives, a total of twelve cars in total. The amount of explosive dust was staggering and she was simply thankful that they were already prepared for it. Winter didn't want to consider what would happen to an unsuspecting Vale.

As her summons charged theWhite Fang, she pried open the hatch on the cart she was on, peering down and seeing no explosives. That was her cue to drop down, using the chaos of her summons attacking the enemy to hide her descent into the train. As she stood from the crouch she spied a figure in a white coat at the door to the next car.

"Blasted door!" Roman Torchick cursed, "Those animals can't fix anything."

Her weapon, Alpinum, came up as she champered it against her shoulder, "Put your hands where I can see them Torchwick!"

He froze, his hands coming up slowly with his weapon hanging from the crook of his arm. Slowly he turned around to face her with, to her confusion, a somewhat relieved expression, "Oh, so they sent you."

"What?" While she didn't lower her weapon, her confusion bought enough time for Roman to start talking.

"Oh right. I'm working with that professor of yours. Big Red. What was her name again…. Carmine, right?"

"Carmine?" She rolled her eyes, "You cannot seriously expect me to lower my guard by telling me the name of a coworker. Your scheme ends here, Torchwick, I'm stopping this train and your plan."

"Not my plan." He pointed out, "And besides, I told you I'm working with the prof in this. I'm on your side."

"People like you are only on your own side!" She hissed back at him.

"Well, yes, but Vale is kind of also my home too and I was forced to by Cindy. I don't want to be here and your professor is quite persuasive."

What he said was logical but she still had a hard time believing him. The simple fact of the matter, however, was that she just did not have the time to deal with him. Winter knew she could best him but that would take time she didn't have. If he was content to surrender then she would have to accept it.

"How do I stop this train?" She pressed.

"You can't." He held up his hands as she moved towards him, "No one can! They purposefully built this thing without brakes. You'd have to derail it or something."

She fell silent and contemplative as she chewed through the information, an idea slowly coming to her. From the look on his face, Roman could tell what she was thinking.

"No. No!" He protested, "You can't seriously be thinking about actually derailing this thing. You realize that living through the crash is simply the first part right? You'll trap us all in a tunnel with a horde of Grimm! You'll kill us!"

"If necessary, yes. A soldier must be ready to sacrifice themselves for those they protect."

"That's all well and good but you're forgetting something. I am not a soldier!" He shouted, "I don't give a rat's ass about the average person."

Idiot. She thought to herself, it wasn't like she was keen on throwing her own life away but she would do what she must if it meant stopping the White Fang slaughtering thousands, "I don't plan on dying, either. I plan on commandeering one of the Paladins."

Roman blanched and she scowled at him, "About that... I'm going to need to get a hold of my partner."

-SY-

Dark red eyes widened as fire roared towards his face as Qrow bent over backwards to avoid the gout of flame that erupted from Cinder's palm. He had come to quickly realize why his niece had stressed how difficult the woman was to deal with. Cinder Fall was talented, unfortunately. It would have been far too convenient for him if she hadn't but Salem wasn't known for choosing untalented individuals.

Just crazy ones.

Cinder was no exception, at least from what Carmine had told them. The way she told it, Fall was megalomaniacal and obsessive, though from where he was currently standing, she was methodical and precise as well. He'd heard that she was wild and powerful like some kind of wild animal. That wasn't the case now, however, as she spun with her blades coming to her hands once again. Fall was a blender of activity, dropping her weapons one moment to try and set him on fire one moment and resummoning them out of seemingly thin air the next to try and gouge out his eyes.

He winced as the tip of one of her glass shortswords dug into his thigh, his aura draining as it resisted the cut. Harbinger dug into the stone below him as he used it to leverage himself into a powerful kick, his foot impacting her wrist and sending the offending blade scattering against a nearby broken wall.

A dull, rumbling thump sounded from the tunnel, a gust of wind and dust bloomed out of the entrance, engulfing the both of them in darkness and causing his eyes to sting. Qrow squinted and blinked his eyes as he shrunk into the cloud. His lungs burned as he choked on the dust and he let out a racking cough. Not a second later a whistling sound preceded a dark arrow that he had to deflect with the flat of his blade before immediately firing back with his own weapon. The shot rang off but nothing sounded out, no grunt of pain to indicate he had hit Cinder. Qrow got his breathing under control and slunk into the cover, stepping quietly around and straining his ears to hear his opponent.

Another rumbling crash reached his ears as he heard the sound of another explosion echoing out from the direction the train had headed. It wasn't the only ting he heard, either, as it was accompanied by roars and howls, the familiar sound of Grimm. And the sounds, some of them at least, were getting closer.

He cursed silently to himself. The situation was looking worse and worse by the moment. Transforming into his bird form and hiding was an option, but he dismissed it quickly. If he hid there wasn't much he could do to stop Cinder from escaping. He needed to occupy her time enough for backup to arrive. All he had to do was last. And to that effect he opened fire again, waiting for the returning attack from Cinder.

It came in the form of a volley of arrows, Harbinger weaving up into a complex pattern to shatter them out of the air. There she was, he ran in that direction, still being barely able to see much further than a few paces in front of his face. That's why it was with great satisfaction that he was rewarded with the surprised face of Cinder. Without even time to switch back to her dual weapons she was forced to block his downwards swing with her bow. Aura reinforcement meant it didn't cleave through it and her but she did struggle not only against the greater mass of his weapon but the force he put behind it.

Harbinger slid down as she diverted his strike and used the momentum to bring her foot up in a vicious kick that dug the tip of her glass heel into his side, just under his ribs. Maybe it didn't pierce skin but that didn't make it pleasant, either. He grunted against it, reversing his grip and bringing the pommel straight up into her chin. Her head snapped back, some of the force taken out of it as she threw herself away from him, using him as a jumping off point. Refusing to let her have any respite he followed her, unwilling to let her sink back into the cover of the dust surrounding them.

Even without the room to move out of sight, she summoned her blades back to her hands, taking several quick swipes at him. Cinder was quick, scoring several glancing hits against him for every one he managed to get on her. The woman was practically dancing around him, a flurry of blades. A dark shadow loomed out of the corner of his vision, the snarling face of a Beowolf leaping out at him from the darkness. As he beheaded it, Cinder took advantage of the distraction, cutting into him with her weapons. He grimaced as he felt his aura drop significantly.

Dammit.

Now the Grimm were there and by the looks of it, they weren't even attacking Cinder. He shouldered Harbinger as the roars all around him resolved into red eyes from the gloom, a smirking Cinder gloating at him with blades in hand.

-SY-

"Sir!" A faunus reported to Adam, "The Schnee is on the train."

Adam Taurus sneered at the name, of course a Schnee would be trying to stop them.

"Withdraw our soldiers." He ordered, "I will deal with her myself. Prepare them for our assault on Vale. What of Torchwick and his pet?"

"No word, sir. They boarded but they disappeared in the chaos."

"Of course they have." He shook his head. Adam grabbed his weapon and stalked out of the engine room, heading down the train and was followed by his subordinate, "Get the Paladins ready. We're already halfway to Vale, once we get there we will need to fight out way out."

"Yes, sir!" The faunus saluted and ran off to begin issuing orders into his scroll as Adam angrily tore open the door to the next car. They may have been outside of the range of the CCT but not scroll to scroll contact. It was enough to relay orders across the train. His people were filing into the front sections as he passed the Paladins. It wasn't lost on him that there were quite a few missing. It seemed that the Schnee had been doing what came naturally to them and murdered his faunus.

They looked to him as he nearly jogged through the train, many letting out whoops of encouragement or commenting on how they couldn't wait to see him kill the Schnee. He wasn't surprised when he spotted the glaring white a few cars down, the specialist was tearing through his men at a pace only a huntress could. His grip tightened around Blush, the metal of the sheath creaking underneath his fingers. Adam grit his teeth as he saw the stark white and gray uniform flecked with the red blood of his compatriots. Her ice blue eyes met his and underneath his mask he felt his ruined eye begin to itch furiously, further heightening his anger towards her.

It seemed the feeling was mutual, her saber coming up to point at him the second he opened the door, "Taurus! Surrender peacefully and I will ensure you and your cohorts will be tried in a fair court of law!"

"Like you arrested my subordinates?" He snarled, indicating the blood on her, "Did you give them the same offer?"

"If I could have, I would."

"I'm sure you tried very hard." He mocked, lowering himself, his other hand moving to Wilt's hilt, but not quite grasping it. She tensed up too, no doubt knowing, like he did, that talk was pointless. If talk had ever been enough, he wouldn't have needed to take up arms. If talking had been enough he might not have had the brand placed over his eye.

But in the end the plight of the faunus had fallen on deaf ears. Their plight, his plight, had been ignored, mocked, and downplayed. The faunus had been blamed for the actions of their abusers and yet when they had finally taken matters into their own hands they were called monsters and maniacs. The only light he could see at the end of the tunnel was when the boot of the faunus was placed on the neck of humanity. Only then could they have peace. Until then he would get his hands as dirty as necessary.

It was almost imperceptible when he pulled Blush's trigger, the blade of his weapon shooting out and his body following it in the blink of an eye. Winter's eyes widened as she deflected the hilt that came within inches of her face, the blade bouncing to the ceiling. Adam followed it, hand clamping around the hilt as he leveled Blush at Winter's face before pulling the trigger again. The dust cartridge barked, the fire dust inside nearly catching her in the face but for her turning her head aside at the last second. Even then there was a flash of aura from the head as it passed by.

Wilt followed it in a blur, intercepted by Winter's saber. In the blink of an eye he resheathed Wilt and drew it again in a slicing draw. A second blade appeared in Winter's left hand, a smaller one that she used to parry his strike aside and stab at him with her right, scoring a harsh blow to his wrist that smarted even through his aura. Spinning to the side, Blush came up behind his back to fire out at her but she was also already moving. A white glyph spun up under her feet and she bounced onto the roof, ricocheting off of another bright white glyph there to rocket towards him in an attempt to spear through him. Adam carried himself to the side as her blade buried itself into the metal flooring.

With a horrible scratch she drew it out, leaving a gash open that showed the railroad ties as they rushed by underneath. Wilt settled back into Blush for a moment and he seized up his opponent for a moment as she did the same. Adam had encountered Winter Schnee only a couple of times in the past, them coming to blows only once. She was as skilled as she was indoctrinated. Even he, as much as he hated her and everything she stood for, found a begrudging respect for her skill. At the very least she got her own hands dirty, much like he did.

That wouldn't stop him from taking her head, however.

-SY-

The ursa slumped to the ground, it's head and one of its shoulders sloughing off from the diagonal cut bisecting it. Qrow didn't have enough time to admire his handiwork as he backpedaled. The now very familiar sound of rapid impacts followed him as three arrows thudded one after another into the ground he had been standing on. Qrow kept moving as they started glowing, the arrows sublimating the stone and causing explosions of molten material to fly out. He'd made the mistake of not moving far enough once already and the holes in his clothes showed the result. Being hit by an explosion of molten rock was incredibly unpleasant.

He was breathing hard, quickly losing steam under the constant onslaught of Grimm and Fall, who was content to take potshots at him from range. Why move in when she could let the Grimm do the heavy lifting for her. Cinder acted like a cat p[laying with her prey and Qrow only made a few token attempts to close the distance with her. While it was true that she was winning, as long as she wasn't being aggressive he could stall for longer. Already he'd been at it for what felt like eternity.

His muscles ached and his lungs burned. Qrow wasn't sure if it was old age catching up with him or if maybe he'd slacked off too much on his cardio workouts. He thought he was pretty fit, and he was, but he certainly didn't feel like it. He just knew he was going to be black and blue the next day.

If he saw the next day.

"Beacon 1-1 is in the AO." Came the report through his earpiece and the relief he felt was crushing. Backup was close at hand.

Another Grimm came surging in, a King Taijitu with its white head snapping down where he was standing. Oops, he couldn't afford to get distracted. As he shifted his weight, his foot went down unexpectedly, throwing off his balance. Qrow's knee hit the cracked pavement as his foot sank into the pothole, the warmth of the interior telling him that it hadn't been there a minute ago. The black head of the Grimm came around and he brought Harbinger up to block it. He wedged his weapon into its wide maw as it tried to snap him up. Qrow winced as his leg was torn out of the hole, his body lifted by the force of the impact and he was carried backwards by the strike until he hit the crumbling wall of a desiccated building.

The impact shook the entire building, chunks of concrete dislodging and falling to the ground. His aura flashed a dark red, flickering dangerously as it did so. Flicking the lever of his weapon, the segmented blade bent back, allowing him to unleash a point blank shot straight up into the giant snake Grimm's head from inside of its mouth. As the head slumped down the second one came back to try and finish him off. He finished the transformation of his weapon into a scythe, quickly sidestepping the head as it slammed into and through the wall. Harbinger buried itself into the body of the Grimm and sliced through it in one fluid motion.

With both heads gone, the body started to dissolve. As expected, the telltale whistling of another arrow came for him and he brought Harbinger up to block it instinctively. What he did not expect was the flash of bright red as the arrow separated into pieces, flying past his weapon and reconstructing itself as it buried its shaft just to the right of his sternum. The searing pain mixed with the confusion. She hadn't done that before, he hadn't known it was possible for her to do.

Qrow brought his hand to the arrow, feeling the brittle glass broadhead as the wounded started bleeding profusely. He didn't dare take it out for fear of bleeding out faster. The burning in his lungs intensified and a cough spat up an amount of blood.

Shit.

He fell to one knee, finding it much harder to breathe as one of his lungs filled with blood. Cinder was stalking up to him and, shockingly enough, the Grimm did not close in to finish him off. She trailed a finger along the boneplate of a nearby Beowolf as she strutted up to him, a satisfied smirk on her face.

"You've given me no small amount of trouble, Branwen." She leaned in closed, a finger trailing along his cheek and it singed the skin there, "But this is where it ends. Salem will reward me for killing you."

Qrow couldn't help it. He laughed until it turned into a painful cough and she frowned at him which he found even funnier, "You think I'm the problem? You have no fucking idea, do you?"

Her confusion was hilarious. Or was it the shock? He couldn't tell but not even her grabbing his jaw painfully could erase the smirk on his face.

"The man in the mask. The one in the tower." She had it wrong and that had him grinning like a loon, "Who is he? Ozpin's new pawn?"

From his position on his knees he could see the shaft of light filtering from aboveground, the hole he had fallen through. His eyes focused on the sky beyond and what he saw there made him want to smile even more.

"There's no point in telling a dead woman."

-SY-

"Beacon 1-1, this is Atlas Actual. The AO is clear for approach but we are having trouble inserting out knight units."

The large Atlesian battleship loomed over Mountain Glenn, a Lancer nest of activity. Multiple bullheads flew about, some landing down to deposit their loads of knight units that were filtering into one of the buildings below. Near the building was a hole in the ground, maybe ten feet in diameter, definitely not large enough to get a bullhead through.

"Want me to put her down?" Foehammer asked back to Carmine, who was leaning over her shoulder.

Her lone silver eye roamed over the area, worriedly chewing on her lip. They had been told that after the initial report, they had lost contact with both Winter and Qrow. With no idea what was happening inside they only had the last contact from Winter to rely on. That she had boarded the train and would be attempting to disable it while Qrow dealt with Cinder Fall. It couldn't wait.

"No. Open the bay doors."

"You can't be serious." The pilot objected, "I know you huntsmen are tough but dropping into a hole that small, blind, without knowing what's down there? That's suicidal."

"No choice, Foehammer. Besides, I've done stupider."

Foehammer stared slack-jawed for a moment before shrugging her shoulders, "I guess you have. Alright."

The pilot flipped a switch as Carmine turned back to the cabin, air suddenly filling the bullhead as the wind whipped around the interior. Yang was busy holding down her hair from slapping Weiss in the face while Ruby was already up and looking out the window.

"Everyone!" She had to shout to be heard, "We're gonna have to drop in. Can't land."

"What?!" Weiss objected, "Through that hole? That's a terrible idea!"

"Too bad. It's an order. Besides, you all won't be the ones dropping in. It'll be me."

"But you said we were coming with you!" Ruby turned around, indignant.

"You are." Jaune chimed in, having stood next to her, "We're doing that?"

"Yup." Carmine nodded, holding out her hand and Jaune took it. She held out her other hand, "Alright everyone. Hold hands, make sure to hold on tight. That's an order."

Ruby was the first to act, grabbing her hand and holding hers out. Yang grabbed onto her and from there Weiss and then Blake. It was clear they were unsure what would happen. It wasn't like they were about to go skydiving or anything. Instead she smiled as she felt the familiar tingling warmth from Jaune's semblance. It was an old trick they had used multiple times. It was always exhilarating, feeling his amplification supercharge her. It was like being on a hundred sugar highs at once.

Team RWBY noticed the glow but didn't have a chance to comment on it as Carmine activated Petal Burst. For the last decade she had mastered her semblance, expanding its uses and finding new and inventive ways to utilize it. That reminded her that she should probably teach her younger self more about her own semblance. In any case, they were about to get a first hand demonstration on one of those the added boost from Jaune, she pulled everyone into the veritable storm of rose petals that shot out of the bullhead like a swarm of angry bees.

It was strange, having people inside of her Petal Burst. Carmine could feel the people that were, for lack of a better term, inside of her. She could even feel as they screamed in surprise though no noise was produced, all of their beings both mixing together and yet staying independent. They swam down through the air and into the hole, deep into the depths of Mountain Glenn. Even though she didn't quite have eyes she could still perceive the world around her. It was through that perception that she saw her uncle, on his knees and in front of Cinder.

It sent a cold trill of fear through her as she remembered that dark night atop Beacon tower, the night her world had begun to crash down around her. She was filled with a rage and pushed herself to move faster. With the full amplification from Jaune she shot through the air like a bullet, or a cloud of them. As a group they hit the two of them, Cinder only noticing at the last moment. Even then she didn't have enough time to quite react, such was their speed, as the Petal Burst cloud rocketed into them. The momentum picked Cinder up and threw her away from Qrow.

Or at least that was what it looked like. In reality she had materialized her arm at the last second, sending her palm, with all the speed she had gained, into Cinder's chest. Her petals swirled protectively around Qrow as she deposited her passengers safely onto the ground. Carmine didn't dare take her eyes off of Cinder as the woman bled off the hit with a backflip, her eyes blazing as they met her silver one. They glared at each other with hatred.

"Jaune."

"On it."

She didn't even need to ask, her best friend kneeling down to her injured uncle, "Team RWBY. Protect Jaune and Qrow."

"But-"

"Do as I say, Blake!" Carmine snapped her eye meeting with Blake's before she returned her gaze to Cinder. She felt the anger well up inside of her. How long had it been since the woman had been dealt with but she ended up tormenting her again? She wouldn't allow that. This would be the last time Cinder Fall would hurt anyone.

"I will be the one dealing with Cinder."

A/N: Hooo boy here we go y'all it's time for a showdown! I always feel like my action is too short but I also don't really know how to extend it either. I know I have a style, though. In my head combat is short and brutal. The theater of my mind has a clear picture as I try and translate a sort of move by move to you all. I do try and study up on Monty's choreography to try and draw from him for inspiration for how the characters move but I could not make a fight nearly as long as he does. It would be WAY too long. Not with how I describe my fights, at least.

Also, happy 40th chapter. Just a few more and this will be my longest story. And to think, we're only just getting started. We still have so much to cover, and from here on out things are going to start diverting more drastically than before, so please look forward to that.