The team was gathered around a textbook campfire. It's was the middle of the night, and Oobleck was off to the side preparing to sleep. Anakin was clutching his head again.

"I've got a bad feeling about this." Anakin says.

"What do you mean?" Rex asked.

Anakin frowned. "There's something we're missing some big detail." Anakin then looked to Oobleck. "Sir?" He called gaining the coffee addict's attention. "How did Mountain Glenn fall exactly?"

Oobleck frowned "Well Mountain Glenn was Vale's first serious attempt at expansion inevitably destroyed by creatures of Grimm." He then gasped as he remembered something. "It was Previously home to thousands of people! Working people commuting to the city, the main city! Developed a subway system to the inner city! Grimm attacks increased! Population in danger, now desperately searching for shelter! City evacuates into the metro tunnels and what do they find? The southeast quadrant of Vale is known for wild forests and deep caves!" He shouts with is hands out. "We're not just looking for an underground crime network, we're looking for an UNDERGROUND crime network!"

Anakin frowned. "Their working in the tunnels?"

"No no, you see the expansion worked for a short period of time, thanks to an aggressive perimeter defense, and unique transportation. The city developed an elaborate subway system to carry citizens safely from the new territory into the main Kingdom! Sadly, without the many natural barriers Vale had to protect its borders, Mountain Glenn was doomed from the start! As the end drew near, the citizens of the territory made one last attempt at survival. They took up shelter beneath the city! In massive caves that they had cleared out for the subway. And they had cut themselves off from the surface!"

Rex scratched his head. "An underground city?"

"In a matter of speaking, yes." Oobleck agreed. "A safe haven. Until... an explosion opened the mouth of another cavern, filled with subterranean Grimm. After that, the Kingdom officially sealed off the tunnels, creating the world's largest tomb."

Crimson gained a saddened look. It reminded him of what happened to his home. Lilly did as well. Rex, seeing his girlfriends sadness pulled her into a hug.

Anakin gained a determined look. "We should go now then." He said. Oobleck raised an eyebrow.

Rex looked over with and a smirk. "Night Op?"

"We don't know what their doing down there. Ever second wasted up here allows them a chance to cause damage. In the night we have the element of surprise. And now..." Anakin stopped mid sentence looking off into a direction in panic.

"What's wrong?" Lilly asked as the group all started to get worried. Each grabbing hold of their respective weapons.

"Starkiller's gone." Anakin grinned. "Looks like this got a hole lot easier." Everyone relaxed slightly

"Alright." Oobleck starts. "What's the plan?"

At Beacon Academy Blake woke with a start. She had just woken from a nightmare. She sighs and gets up from her bed checking her scroll. Just then a different scroll vibrates. Blake looked over to see that it was Weiss' scroll. On it was the word Dad as Weiss' father was calling her. Blake frowned thinking about her own parents.

She then got up and started walking to the roof and taking a seat to watch the stars. "I hope your okay Anakin." She mumbles to herself.

Team SCRL were hiding in a building watching as two white fang member walked by. Anakin signaled to Crimson and Rex. As the White Fang members approached a door to the subway they get tackled by Crimson and Rex each holding the criminals in a choke hold. After a moment the two White Fang members went limp, and were dragged to the building.

Moments later Rex and Crimson walked over to the door dressed in the White Fang attire. "Man these things are a tight fit." Crimson complains.

"Mine's just fine. Maybe yours was a size too small."

" It'll have to work." One they entered the building they head down some stairs and into the subway which was filled with White Fang. They were loading a train with various bits of Cargo. Roman Torchwick was off to the side Talking to a Lieutenant with Neo at his side. And Dooku was on train meditating. Rex was startled seeing Dooku, but shoved his concern deep down knowing it can get them in trouble.

Rex and Crimson then approached the train. Dooku opened his eyes and gave the two a look but shook his head.

When they were sure they were alone Rex whispered into a com device. "Dooku is here, top of the train, Loud and Proud is a go."

Just then an explosion shook the cavern gaining all of the criminals attention. Up front Anakin charged. Strait to the train. Rex and Crimson boarded the train and began to head to the front only for Roman to bump into the as he passed. Roman was making his way to the front as well. They were going to continue but Rex stopped as something caught his eye. A bomb.

"Get to the front I'll see about disarming the bomb." Rex orders.

Crimson nodded chasing after the unsuspecting Roman. Rex then turned to the bomb and got to work trying to disarm it. Anakin outside blocked many bullets with his lightsaber each bullet disintegrating upon contact with the blue plasma of the lightsaber blade. Dooku stood and readied his lightsaber but didn't activate it yet. Lilly with Oobleck were making quick work of White Fang members trying to keep up with Anakin.

"Everyone on! We are leaving now!" Romans voice called out through a speaker from the train.

"Ah Kriff." Rex sighs.


Anakin charges towards the White Fang members deflecting bullets with speed and precision. Each bullet melting instantly upon contact with the blazing blue plasma like blade. Anakin finds himself wary as he hadn't been hit by any molten metal yet, but he didn't eat to start. He then force jumps high into the air and lands in the middle of them all with a force repulse, blasting all of the enemies around him away. His eyes lock onto Dooku as he ready's to jump once again.

"Everyone on! We are leaving now!" Romans voice called out through a speaker from the train. Anakin scowls at this announcement. Lilly and Oobleck finally catch up to Anakin the former using her tomahawk to slash a White Fang member along the way.

"What's the plan now!" Lilly says transforming Aqua and Marine into dual pistol forms and firing at opposing White fang members.

Anakin pulls Lilly back a bit helping her narrowly dodge a sniper shot. Anakin's eyes follow the vapor trail to see the sniper peaking out towards the front of the train. Suddenly the snippet is pulled inside. "Lilly. You and the Doctor work on helping Rex, and Crimson to stop the train." Anakin narrows his eyes over to Dooku who ignited his crimson red blade. "I'll take on Dooku and keep him off you." Anakin then leaps into the air with the force landing just behind Dooku on top of the trains caboose.

The two scowl in hatred toward one another as Anakin's eyes flash gold. "Time to settle this here and now Skywalker." Dooku spat.

"You and me Dooku. No retreating..." Anakin starts

"And no allies." Dooku finishes. In a flash the two lock blades.

Down below Oobleck and Lilly board the train just as it begins to move. "Aha!" They hear. Looking over they see Rex who had successfully disarmed the bomb in the caboose.

"Rex?"

"Lilly!" Rex smiles over to her.

"Mister Skywalker, you and Miss Volantine move up to the front." He then looks over to see the bomb. "I'll disable anymore of these that I can find."

"Yes sir." The two then run off.

Up above Anakin blocked from a downward slash, but is then electrocuted by Dooku using force lightning in his spare hand. Anakin uses a force push to knock Dooku back before rolling back a bit. He then threw his saber at the staggering Dooku. Dooku's eyes widened as he ducked under the saber just in time before jumping over it when it was called back to Anakin. The two then began a deadly dance of Blue and Red. As the train they were on sped down the tunnel they then noticed that the car they were on Decoupled itself. The two ignored each other for a moment focusing on getting to the next car. Once on the next car Anakin recovered first slashing at Dooku who blocked only to be punched square in the face by Anakins new, second metal fist. After that Anakin grabbed Dooku by the throat and slammed him into the cold metal roof of the train car. Anakin went to stab Dooku in the head, but narrowly missed when Dooku moved his head to the side causing Anakin to stab right into the train cars roof cutting it like butter.

Down below, Oobleck jumps from the sudden blade cutting down from the roof, but then looks back to the bomb and pulled out a red wire. "There." He mutters to himself.

Up ahead Rex and Lilly come across Crimson on a flat car fighting two Atleisian Paladins being controlled by White fang members. Just as they get close enough to aid him Crimson is hit by one sending him flying back.

"No!" Lilly cry's out.

"Lilly!" Rex states. "You go back and get him I'll take care of these." She hesitates but nods running back to go get Crimson. Rex then looks to the Paladins and fires off a volley of Blaster Bolts from blaster pistols. The bolts cut through the metal like butter killing the pilots inside. Rex smirks to himself only to see a large group of White Fang coming out from the next car with guns at the ready. Rex's eyes widened as he dives for cover behind the paladin wreckage bullets flying past him.

"Dam!" He shout in frustration. He looks over. I'm pinned! How the hell am I gonna deal with all of this? Without realizing it Rex's body began to glow a deep blue. "I really wish I had backup right about now." He mutters to himself. Next thing he knows he feels a tap on his shoulder. Looking over he sees 10 clones all sporting the phase two 501st armor.

"What are your orders sir?!" The one in front asks.

Rex thought he was hallucinating. "Wha?... how?"

"We're you sir!" One calls out from the back.

"We are your semblance sir." Another states

Rex's eyes widened as big as saucers.

In the back Anakin is kicked off of Dooku as the two exchange a few more blows once again the train decoupled itself as the two fought. They continued fighting as they jumped to the next car slashing away at each other only for their opponent to block. Anakin dodge to the right from a force lightning attack and dashed forward for another slash. Dooku blocks and move to the side causing Anakin to almost stumble off the train. Anakin then turns around with a slash keeping Dooku back before pressing on. After a few slashes Anakin lands a kick to Dooku's ribs pushing the older man back, and into the next car.

"I must say I'm impressed by your improvements since the Clone Wars." Dooku praised.

"And your doing well yourself for someone who died." Anakin jabs ignoring the fact that he had died as well.

Dooku chuckles. "As arrogant as ever Skywalker!" Dooku then sends off a blast of force lightning the Anakin goes to deflect only for the lightning to curve up and over Anakin before attacking from behind. Having seen this trick back at the docks Anakin managed to dodge to the right before sending a force push towards Dooku catching the Sith off guard. Dooku is sent flying onto the next car as Anakin races over to catch up.

Over with Rex a quick firefight began with his semblance made Brothers winning as their weapons cut down the White Fang. One gets hit with a scream only to collapse and burst into a blue mist which flows back into Rex.

"Man Down!" Rex calls.

"He'll be fine sir!" A clone states. "He just needs to rest!" Rex nods and then continues his assault. After a moment the area was clear.

"Alright! Section clear let's move up!" Rex ordered. The situation gave him a huge sense of nostalgia. Feels just like the good ol' days. He thought.

The group then barges into the next car only to find a girl with an umbrella wearing a white cropped wide, broad tailed jacket with a pink interior, collar, a single pink button and large pink cuffs. She wears brown pants with a dark belt that has a gray buckle and an additional narrow belt under it. Under her jacket is a brown corset, curved in the middle and at the bottom, exposing her hips. She also wears a multitude of black beaded necklaces, which hang haphazardly around her neck. Her hair was half pink and half brown. She was frowning at the sight before her.

"Hands in the air..." Rex orders as him and his Clones aimed their blasters at her. "You are surrounded."

A devilish smirk appears onto her face and Rex's eyes widened. She dashed forward smacking one his clone to the side and forcing him to the ground she then jumps dodging blaster bolts before landing on another clones shoulder and kicking him in the head. After landing on the ground again she grabs another clone and kicks his hand holding his blaster causing him to shoot another clone. She then kicked another out the door to the car as he falls between the cars only to fall off as his neck is ran over by the train with a scream. She then unsheathes a blade from within her umbrella and stabs two others in quick succession leaving seven clones and Rex left. Rex shoots her only for her to shatter into glass. Next thing he knows a Clone to his left screams out in pain as a blade pierced his back. It was an Illusion!!! The clones tried but failed to fight of the Neopolitan girl as she "killed" the semblance made clones. Once the last one falls Rex notices his Aura flicker as if running close to empty. The girl smiles sadisticly as she goes to attack Rex but stops when the sound of three people entering echos in the car. Looking over she is sent flying from a blast of fire by Doctor Oobleck who's thermos which he had used for coffee earlier had turned into what looked like a baseball bat with a flaming pyre at the top.

It was Lilly, Crimson, and Oobleck who came. "Sorry we're late!" Lilly smiles nervously.

Back with the dual Anakin and Dooku lock into a blade lock. Dooku scowls looking over to the abandoned car that should have blown up. His eyes flash gold as he shoves Anakin away and sends a powerful force blast to the ceiling behind them causing the roof in that spot to collapse as Grimm fall through. He then ducks under a slash from Anakin and jabs his saber over striking Anakin in the right shoulder causing Anakin to shout in pain before Dooku blasts him with a large force push sending him to the very front of the train. Anakin almost slipped off entirely but managed to grab the ledge in time. From where Anakin was he could see inside where Roman stood to the controls. Before Roman could do anything however Rex, Crimson, Lilly, and Doctor Oobleck entered the room with Rex shooting Roman's cane out of his hand. Anakin then looks up to see Dooku approaching.

"You should have just stayed out of my way Skywalker." Dooku scowls. "If you had, perhaps I wouldn't need to kill you, but now? It's too late." Dooku prepares to strike only for Anakin force jump up and over Dooku before slashing. Dooku wasn't quite as lucky this time however as he found himself losing his hand with a scream of agony. Dooku falls to his knee clutching his nub of an arm.

"This is the end Dooku." Anakin states.

Dooku Grunts from pain then looks up to Anakin. "No Anakin. This is just the Beginning." Dooku smirks as a portal opens behind him and a pair of arms quickly pulls Dooku in.

"Kriff!" Anakin curses. Only to look forward with widened eyes seeing the on coming wall the train was about to ram. Anakin quickly bursts through the trains windshield and runs over to his team as they brace for impact.