(YN), Blake, Yang, Weiss, Oobleck, and Zwei had entered the giant hole and landed on one building and looked around, looking at their surroundings. They then moved and jumps off the building and started running through the caves as they are searching for Ruby. Eventually, they rounded the bend and encountered two White Fang members that were guarding an opened entrance.

White Fang Member: "Contact!" He alerted.

(YN) quickly transformed his sword into pistol form and fired a charge laser bolt at one member, sending him flying backwards. The second member tried to call for help, but (YN) telekinetically swiped the communication device out of his hand before energetically zoomed up to him, and pinned him against the wall.

(YN): "Where's Ruby?" He demanded.

White Fang Member: "Who?" He stammered confusingly.

(YN): "The girl with a red hood." He clarified. "Where is she?" The member didn't say anything. Then he brought his pistol to the member's face as he charges up. "I won't ask a second time." He threatened calmly.

White Fang Member: "Alright, alright!" He relented quickly in defeat. "The girl! S-She's with Roman... At the trains, over there!" He pointed at the direction to where Ruby is. (YN) quickly powered down his pistol's charging.

(YN): "Thank you for your cooperation." He thanked, and whacked the member on the head with the butt of his pistol, rendering him unconscious.

Oobleck: "Let's go!" He urged, and they went on their way to the location where Ruby's at.

|—————————|—————————|

Ruby was thrown down by Roman, sliding on the ground next to the train tracks. Ruby glared up at Roman as he approached her.

Roman: "Wow! You are much more manageable without that oversized gardening tool of yours." He taunted, looking at Ruby.

Ruby growled while tightening her fists before she got up, and she charged at Roman. Roman simply side-stepped and tripped Ruby with his cane, making her fall flat on her face, which Roman just laughed at.

Roman: "Oh man. You know, Perry, I really did need this." Perry raised his thumb in agreement as he laughed. "But seriously." He walked over to Ruby and aimed his cane at her. "How'd you find this place, Red?" He interrogated. "Also, why isn't Blue with you?"

Ruby growled at Roman in response. Suddenly, she used her Semblance and sped away from him and the White Fang, leaving behind a faint trail of rose petals.

Roman: "Whoa!" He exclaimed, looking around and briefly startled.

Roman finally noticed Ruby trying to make a break for it. Seeing this, Roman smiled before flipping his cane in his grip, now aiming the white handle part of his cane at Ruby. Then the handle suddenly shot away from Roman, which doubles as a grappling hook, and towards Ruby, the curved portion latching onto her hood and stopping her dead in her tracks, making her fall on her back.

Roman: "I see you've got some tricks up your sleeve!" He commented, reeling Ruby in until she was at his feet. "Let me make this clear: We're not through here yet." He unhooking the cane's handle as it retracted onto the rest of his cane.

Suddenly, a massive explosion echoed throughout the cavern, causing Roman to look up to see some dust and smoke coming from a short ways down the tracks near one of the abandoned buildings.

Roman: "Oh, what the..." He grumbled before turning to Perry. "Perry, if you and the boys could take care of that? Kinda in the middle of something." He requested. Perry nodded and goes off to investigate the explosion.

As Perry and the group behind him started to travel down, another explosion echoed out as it shook the entire cavern, making everyone glance over due to this one being louder than the previous.

Roman: "WHAT is going on here?!" He barked out, annoyed.

A third explosion echoed out and multiple White Fang members come running around the corner, some firing at an unknown enemy. As they looked closer, they can see one of the members thrown from the corner and slammed into the wall when (YN) launched out around the corner, slashing and blasting his way through the the White Fang members, much to Roman's annoyance.

Ruby decided to take this moment to try and escape. She jumped on Roman's shoulders, pulls his hat down over his eyes, and then flees towards (YN). She turned back to see Roman readjusting his hat and glaring after Ruby, aiming his cane at her. Roman smiled but before he can fire his cane, a charge laser bolt whizzed by Ruby left ear and struck him straight in the chest, sending him to the ground. Ruby turn to see (YN) running up to her, his cannon smoking before deactivating.

Ruby: "(YN)!" She cheered, running up to (YN) and jumped into his arms as he held her tightly.

(YN): "You're alright!" He responded in relief.

Ruby: "Where the others?" She asked, letting go.

(YN): "They're right behind me." He answered, pointing his right thumb behind him. "We don't have much time. Come on!"

Roman: "Somebody kill them!" He shouted, aiming his cane at them.

(YN): "Run!" He grabbed Ruby's arm and they ran.

Roman and the White Fang members around him open fire on (YN) and Ruby, which they dodged and weaved between. Roman growled in anger as he bent his cane before turning around.

Roman: "Attach this cart and spread the word." He ordered angrily to a White Fang member next to him. "We're starting the train."

White Fang Member: "But we're not finished!" He protested, but then Roman pinned him up against the wall with his cane at his throat.

Roman: "Do it or YOU'RE finished!" He threatened, then dropped him and walked away.

Meanwhile, (YN) and Ruby were looking behind them for a moment as they ran before they looked forward to see four White Fang members in their path, all with guns pointed at them. They skidded to a halt and (YN) got Ruby behind him, with his sword and shield ready. But just before they could attack, a huge explosion appeared behind the members, sending them flying and reveling Yang and the rest of the group behind them

Yang: "Ruby!" She exclaimed, happy to see Ruby as she jumped into her arms in a tight embrace, swinging her body around. "I'm so glad you're safe." She let go of Ruby and then pulled (YN) in for a hug. "Thank you for keeping your promise." She thanked him gratefully.

(YN): "I told you I would." He reminded her after they separated.

Weiss: "Are you okay?" she asked Ruby, worried, as they surrounded them.

Ruby: "I'm fine, I'm fine!" She assured quickly. "But listen! Torchwick's got all kinds of weapons and robots down there." She started, pointing behind her.

Blake: "What?!" She handed Ruby her weapon.

Ruby: "Androids, mechs, they're all loaded up on the train cars!" She explained.

Oobleck: "Ahhhh, that's ridiculous." He waved off Ruby's idea. "These tunnels are sealed, the tracks lead to a dead end." Suddenly, everyone heard the feedback of a speaker system.

Roman: "Get to your places, we are leaving now!" He announced across the speaker.

Suddenly, the train ahead of them comes to life and started moving, its horn being heard as it began to pick up speed.

Yang: "Well, it sounds like they're going SOMEWHERE." She argued as they watched the train leaving.

Ruby: "We need backup. Let me call Jaune." She pulled out her Scroll and calls his number, but the attempt failed since they're underground. "I can't get through!"

(YN): "We're too far below ground, Ruby." He clarified. "We're on our own."

Weiss: "So, what do we do?" She questioned, looking up at Oobleck.

Oobleck: "I believe we only have one option..." He responded, determined. Ruby stood up and turned around with her weapon ready.

Ruby: "We're stopping that train!" She declared as the others nod to her answer.

|—————————|—————————|

The train moves through the tunnels, showing different freight cars, with one car loaded with Atlesian Paladins on it as it speeds away. One White Fang member on lookout heard a noise and some shaking, and looked outside the train to see rose petals. He brings out a communicator and held it to his mouth.

White Fang Member: "I think they're on the-" He gets knocked out by Oobleck's weapon.

|—————————|—————————|

At the front of the train, Roman is looking at some computers until the doors behind him open and another White Fang soldier appears.

White Fang Member: "Boss, they made it on the train!" He informed Roman. Roman groaned and looked at him.

Roman: "Then grab some cargo, and get them OFF the train!" He ordered him, and the soldier nodded before closing the door and he turned around. "Man, animals, every one of them." He remarked before looking next to the White Fang soldier standing next to him awkwardly, this one having tusks under his mask. "Not you, though. You're, eh, you're great."

|—————————|—————————|

Meanwhile, on the last car on the back of the train, Team RWBY and Dr. Oobleck, have a hatch opened at the top of the car as they gather together.

Oobleck: "Hurry, children! We must get to the front and stop this train!" He urged. Weiss opened up one of the train hatch.

Weiss: "Err... Professor?" She began, looking down at something beneath a hatch.

Oobleck: "Doctor..." He corrected her, monotoned.

Weiss: "What's that?" She asked, pointing down at the hatch. Oobleck looked down to see a gray cylinder object with red and blue wires on the side in the car they're standing on.

Oobleck: "That, my dear..." He knelt down to take a closer look. "appears to be a bomb." He answered casually, pointing at the object, making them all reel back from it.

Ruby: "We've got baddies!" She alerted, pointing ahead on the train.

They see dozens of White Fang members coming up onto the freight cars ahead of them and started walking towards them.

Oobleck: "Well, I didn't expect them to go-" He began until they hear some sounds below them and look to see the bomb beneath them charging up and started beeping. "-easy on us." He finished his sentence before standing up. "Time to go!" He proclaimed and they begin to run to the next car, but he stopped Blake. "Blake! Detach the caboose! It will kill us all!"

Blake: "On it." She nodded and jumped down in between the last car and the one ahead of it. She pulled out her cleaver and prepared to detach the car, but it decoupled itself before she can do the deed. "Huh?" She watched it fall behind them and then looked up. "It decoupled itself!" she shouted, getting their attention.

Oobleck: "What?!" He exclaimed.

Yang: "I guess he REALLY doesn't want us on this train." She remarked.

(YN): "Then why they armed the bomb for?" He wondered.

Oobleck looked back to see the detached car explode a moment later, hitting the ceiling of the tunnel and creating a giant hole to the surface.

Oobleck: "That's not good..." He said, slowly shaking his head.

Ruby: "Err, neither is this!" She added in ahead of them as she and Weiss opened up another hatch.

Blake: "Another bomb?!" She exclaimed, climbing back onto the roof of the train.

Oobleck thought for a moment before he looked around and his expression turned slowly horrified as he started running ahead of them.

Oobleck: "No. No. No." He muttered out as he runs to the car ahead of Ruby and Weiss, and opened the hatch to looked in, only to reveal another bomb inside it. "THEY ALL HAVE BOMBS!" He screamed in revelation, looking back at the students.

The bomb in the car the students are on charges up and started beeping. They then look up to see their car getting decoupled like the first one. They ran and jump off it and land on the car Oobleck is on and look back to the decoupled car.

Yang: "This doesn't make sense!" She exclaimed in frustration, flailing her arms.

(YN): "And we got bigger problems!" He yelled, pointing to the White Fang members ahead of them.

White Fang Member: "Get the humans!" She shouted, pointing at them.

The team run ahead of Oobleck and stop, taking their combat stances and getting ready to fight. One White Fang Member runs forward in attempt to throw kick at Yang, but she lifted her left leg to block it, punches his arms away, and then drops to leg sweep him off his one leg, flipping him in the air. In slow motion, as Yang prepares to punch him, she smiled and winked at him, before time becomes normal again and she smashed him into the car's roof hatch.

Blake then charges forward, quickly swinging her cleaver at the White Fang members, first to her right, then left, then right again, knocking down four members. She stopped next to another member, placing her cleaver on her back as she does so, before unsheathing its katana and slashing diagonally downward at the member's abdomen. As he falls off the train, Blake turned her attention to the three members surrounding her. She slashes diagonally upward at the first and diagonally downward in almost a complete circle at the second, knocking both off the train. She then turned to the third and slammed her fingers against his mask, stunning him, before uppercutting him just before the train passes under a bridge, which sent him flying while screaming off the train.

Next, (YN) slashes at one member, knocking him off the car and bashes another member in the face with his shield, before kicking him off the car. After that, (YN) channeled his magical energy into his blade and performed a series of slashing, releasing energy arcs as several members run at him, taking out four of them. The remaining five get close and one swings a sword at him, but (YN) parried it with his shield and spins his body to avoid the attack before he spin kicks him in the face, knocking him off the train. He then jumped over two more members while making a slash that hits them and takes them out, before landing and doing a backflip over the third and performing an upward vertical slash that knocked him off the train. For the final member, (YN) just telekinetically throw him off the train as he hit a steel beam.

Meanwhile, Weiss gets a running start before using a glyph to send herself skating forward across the train cars, while using Dust to trail giant ice crystals behind her. The ice crystals appear to jut toward the edges of the train, pushing the White Fang members off as she passes by. At the end of her speed boost, she swings her rapier at a White Fang member to her right. When she comes to a stop, she takes a fighting stance, began twirling around and swinging her rapier as she makes her way past more White Fang members, cutting each of them down with ease.

Behind all that, Ruby, with a smile on her face, positioned her scythe behind her and fires a shot, propelling herself forward with a blast that takes on the form of rose petals. Her smile changes to a determined look as she flies through the air, and she tilts her scythe until the blade bumps against a train car's roof, which pulled the blade completely backward until it is straight. She then plants her feet on a train car and hits a White Fang member off the train with her scythe's pole.

The blade shifts back into its normal position immediately afterward, and Ruby fires another bullet, the blast, once again made of rose petals, knocking two members off the train. Ruby then swings her scythe while leaping and turning in mid-air, hitting four White Fang members into the air with the back of the scythe's pole. More White Fang members and rose petals fly through the air, as Ruby continually performs spinning jumps while hitting members into the air with the front of her scythe's pole, the blade slashing through the train cars' roofs. She finally comes to a stop after all of the White Fang members near her have been hit.

Oobleck looked back as another car decoupled itself and then exploded. The explosion created a large hole in the ceiling, letting sunlight into the tunnel. Oobleck watched as multiple types of Grimm emerged in the tunnel, ranging from Creeps to Ursa, all of which having already been underground or just jumping down from the hole above. Then a massive King Taijitu suddenly came crashing down onto the tracks, its body curled up as it looked towards the train and let out a roar.

Oobleck: "Oh, dear..." He muttered out as the horde of Grimm began advancing quickly toward the runaway train. He quickly realized what they are doing. "He's leading Grimm to the city!" He shouted.

Weiss: "What?!" She shrieked.

Oobleck: "It's the cars! They detach and explode, creating openings for the Grimm!" He explained.

Blake: "That's insane!" She shouted, just as Oobleck looked back as another car decoupled itself from the train.

Oobleck: "We have to hurry!" He yelled and started running to them. "You four, go below and try to stop those bombs!" He ordered, gesturing to (YN), Weiss, Blake, and Yang.

Ruby: "What about us?" She asked.

Oobleck: "We're going to stop this train." He declared, hands on his hips and unintentionally striking a heroic pose.

(YN): "Uhh, Ruby already said that." He reminded Oobleck, making him drop his pose.

They all then run ahead to the front of the train, with (YN), Blake, Weiss, and Yang looked for a way inside. Up ahead, a few White Fang members get in some Atlesian Paladins as they powered them up. One by one, they jump onto a car behind them and start running towards Ruby, Oobleck, and Zwei as they run forward.

Oobleck: "Up ahead!" He alerted, pointing to one Paladin running at them. The Paladin jumped up, smashing through a walkway above the train before landing in front of them. "We've got a problem!" He then takes a sip out of his thermos before extending it into its weapon mode, and lighting a fire at the end.

Zwei barked in front of him, prompting he's ready for an attack. And then Zwei leaped into the air and curled into a ball as Oobleck winds back his club and swings it like a bat, hitting Zwei. Zwei then flies through the air while encased in fire, spinning like a ball until he slammed THROUGH the Paladin in a fiery explosion, sending it off the train.

Zwei landed on the roof, unscathed, and victoriously watched the Paladin crash and roll on the ground before exploding. Zwei then watched Ruby and Oobleck run toward him, while wagging his tail. But then suddenly, a second Paladin stomped next to Zwei and he looks up as it aimed its guns at him. However, before it can fire, several jets of swirling flame are sent toward it by Oobleck. The flames converge on each other, turning into one massive spiral of flame upon impact with the Paladin. Oobleck then leaped forward, spinning in the air and sending an arc of fire at the Paladin. The resulting explosion knocked the Paladin off the train and into a wall.

|—————————|—————————|

After finding another hatch on the train's roof, (YN), Yang, Weiss, and Blake all jumped down into one of the train cars.

Yang: "I guess this is what we trained for." She claimed.

(YN): "Definitely." He agreed. Weiss gives Blake an extra dust clip.

Weiss: "Here, this should help you." She offered. Blake grabbed the clip and slides it into her weapon.

(YN): "Alright. let's go." He urged, and they all charged forward to the front of the train.

When they entered the next car, the four suddenly stopped when they see someone blocking their way. Standing in the middle of the car was the same hooded figure that (YN) and Ruby fought at the CCT tower last night. He looked up at the students, his mask still covering his face.

???: "Hello there." He greeted darkly.

Blake: "Is that the guy who is after you?" She asked, turning to (YN).

(YN): "Yeah." He answered with a nod. He stared at the figure with complete focus before turning to the girls. "You three get to the front. I'll handle him." He ordered. The three girls looked unsure.

Yang: "But we can help!" She insisted.

(YN): "No. It's me he wants." He denied. "I'll be okay. Go!" Hesitantly, Weiss and Blake ran ahead while Yang placed a hand on his shoulder before joining them.

They ran past the figure as they entered the door to the next car, the figure watching them leave. When they are gone, the figure turned back to (YN), and began to discard his cloak, revealing his full appearance. He was tall and muscular, and his attire consisted of black leather trench coat with a dark red shirt under, with black pants and black boots. He also wears armor that seemed to be made from Grimm bones with red markings. He has pauldrons that are largely rounded, his chestplate has a trapezium-shaped design underneath the trench coat, and his greaves were spiked outwards.

???: "Now we finally got some alone time together." He spoke, bringing out his hilt as it turns into a sword lance. "I'm going to enjoy this." (YN) brought out his pistol, shifting it into sword form and deploying his shield, setting it into horizontal mode.

(YN): "Who are you?" He demanded.

???: "So you really want to know my name?" He quizzed. "Well, if want to know my name, you'll have to defeat me if you want to know."

(YN): "If that's what it takes..." He got into his fighting stance. "then fine by me."

???: "Alright then..." Was all he said in amusement before spinning his lance around and launched himself at (YN), thrusting his lance at him.

(YN) blocked it with his shield, and swung his sword horizontally at the figure, but he evaded by jumping back. Both (YN) and the figure swung their blades, parring each attack, then (YN) did a sweep kick, but the figure hopped over it before (YN) landed a spinning thrust kick to the figure's chest, releasing a energy burst that send him away. The figure backflipped in the air and landed on the floor on knee before standing up.

???: "Very good, boy." He praised, and charged at (YN) again.

|—————————|—————————|

Weiss, Blake, and Yang have just entered the next car. But by the time they were halfway through, Neo suddenly dropped down into the middle of the car, blocking their path as she stood up straight with one hand on her hip, her umbrella in the other, and a smirk on her face. Blake and Weiss started reaching for their weapons, but Yang stopped them.

Yang: "You two go on ahead." She told the others as she took a step forward, glaring at Neo. "This one's mine."

Blake and Weiss started running again while Yang raised her fists. Neo was just about to ready her umbrella to attack when Yang fired a round at Neo, creating a small explosion where she had been standing. Neo flipped backwards, landing on a knee as both Blake and Weiss ran past her and into the next car, leaving just Neo and Yang.

As Neo stood back up, Yang walked up towards her, who only came up to Yang's chest. For a moment, the two just stood there glaring at one another, Yang having a serious look while Neo still wore her sinister smirk.

Yang curled her right hand into a fist before throwing a simple forward punch to Neo's face, which is deflected with a white flash of unknown origin from Neo, causing Yang to stumble back. Neo opened her umbrella and rested it on her right shoulder, and the fight truly begins.

Yang dashed forward, unleashing a flurry of several punches and kicks, resetting each time instead of redirecting her blows, as Neo simply dodges each attack, moving her body swiftly in order to avoid them in a very laid back, but extremely effective style, not even having to take her umbrella off of her shoulder the whole time. With every unsuccessful punch, elbow, and kick, Yang continued moving forward. Neo used her umbrella to block Yang's last three blows, which bring her to a knee. When Yang attempted a roundhouse kick, Neo deflected it and delivered a spinning hook kick, knocking Yang to the ground, her guard was completely open on the left side.

While on the ground, Yang growled at Neo in anger, who merely flipped forward and brought her foot down towards Yang. Yang quickly jumped up to her feet, just barely dodging Neo's kick before sending another punch towards Neo. Neo avoided the punch, catching Yang's arm before performing a well-executed ax kick to hit Yang on the chin, disorienting her enough for Neo to kick her in the stomach with a perfect side kick, knocking Yang down while Neo flipped to her side.

Yang got up and shot her arms forward, firing her gauntlets at Neo, who used her umbrella to shield herself from the rounds. Neo swung her umbrella, with Yang dodging it and trying to shoot at Neo once more. Neo swatted Yang in the face with her umbrella, making Yang stagger backwards before she tried to shoot Neo again. But Neo directed Yang's arm with her umbrella, making the round miss before thrusting her umbrella forward, backing Yang into the wall.

Yang reeled her right fist back and cocked her gauntlet before firing down directly at Neo's feet. Just as the small explosion went off, Neo backflipped effortlessly away from Yang before launching herself off the floor with her hands, landing perfectly on a small metal crate with her legs crossed, umbrella on her right shoulder, and her smirk still on her face, awaiting Yang's next attack.

|—————————|—————————|

In the next car over, both Weiss and Blake continued to run forward, heading towards the front of the train. However, upon hearing the sound of metal scraping against metal, both girls looked at one another. Looking forward again, they saw the White Fang lieutenant with what appeared to be a large chainsaw scraping against the ground as he walked towards them.

Weiss: "You go on ahead!" She told Blake.

Blake: "Got it!" She acknowledged.

Meanwhile, the White Fang lieutenant let out a menacing chuckle as he brought his weapon up in front of him, revving the chainsaw as the two girls approached.

Weiss sped forward, drawing the lieutenant's attention as he swung his chainsaw down at the heiress. Blake quickly charged forward, deflecting the downward strike while Weiss backflipped away before Blake sped past the lieutenant and towards the next train car.

Upon landing, Weiss charged forward again at the lieutenant, kicking him in the face as she unsheathed Myrtenaster before striking at him. Her strikes were blocked by the lieutenant's chainsaw save for her last one, which knocked the White Fang lieutenant down onto his back. Looking ahead, Weiss smiled as she saw Blake running into the next car. The lieutenant let out another menacing chuckle as he got back onto his feet and gripped his chainsaw.

White Fang Lieutenant: "Finally, I get to kill a Schnee." He declared as he revved up his chainsaw.

In response, Weiss aimed her rapier at the lieutenant, the Dust chamber spinning around as she readied herself for combat.

|—————————|—————————|

(YN) and the figure continued to trade blows with their blades until (YN) land a spinning back fist with his shield. The figure handsprings backwards two times before doing a 360 degree backflip. (YN) quickly shifted both his sword and shield into pistol and cannon forms and charged towards the figure as he fired laser bolts, who spun his lance around to deflect the laser bolts.

(YN) quickly transformed his pistol into sword form and made a horizontal slash, in which the figure blocked it when he spun his lance downward. Then the figure spun around and makes an upward vertical slash that (YN), who transformed his cannon in shield form and in horizontal mode, and deflected it, and (YN) quickly switched his shield in vertical mode, and landed a left hook to the figure's face, making him drop his lance. The two back away from one another, staring each other down for a moment.

???: "I'm impressed. I haven't had this much fun since I fought your father." He mused.

(YN): "Why do you want me dead?" He demanded the figure. "And who are your associates you've mentioned when we fought at the tower?"

???: "That is for me to know, and you to never find out." He replied. "Your father stood a chance against me, and defeated me. You, on the other hand, have none."

(YN): "Oh yeah?" He put his pistol into his holster and deactivated his shield. "We'll see about that!" He shot back confidently, then channeled his magical energy into his right fist.

The figure just stood there, he's not even picking up his lance. (YN) energetically zoomed towards the figure, reeling his arm back. Once he is close enough, (YN) throws a punch at the figure, only to be stopped by the figure's left hand. Then, (YN) eyes widened when he sees the figure's hand covered in a fire-like energetic aura, just like his. But the figure's aura is a dark red color. (YN) looked at his own arm as it was covered in the same color as the figure. The figure telekinetically stopped his attack.

(YN): "What?!" He breathed out in shock and disbelief.

???: "Well, this is quite a shocker, isn't it?" He remarked, chuckling darkly. "Do you actually believe you're the only one with a power like this? I guess Ozpin didn't tell you much, didn't he? He was never good at keeping secrets." He then telekinetically pushed him away that sent (YN) flying back to the floor.

(YN): "Tell me what?" He questioned, grunting as he got back to his feet. "What are you saying?"

???: "You see, Braveheart..." He began, telekinetically pulled his lance into his hand. "Ozpin has been lying to you. You're not the last. There are more of us like you and me." He revealed, then spread his arms out, just as a fire-like dark red energetic glow surrounded his body. "There are more of us."

The glow disappeared as the other end of the hilt began shift, revealing another blade just like the current one. His weapon is a double-bladed lance. He spins it around as he got into his stance, channeling his magical energy to the blades as they glow dark red. (YN) brought out his pistol, transforming it into sword form and did the same as he channeled his magical energy as the blade glowed blue.

???: "Ah, so you can do it too." He mused. "Now let's have some REAL fun." He twirled his lance around, launching dark red energy arcs at (YN).

(YN) made several blue slashes to destroy the figure's attacks, but then the figure dashed forward, swinging his lance diagonally upwards. (YN) telekinetically halted the figure's strike, and telekinetically pushed him away and fired an energy beam from his left hand. The figure created a wall of dark red magical energy to block the beam. (YN) then energetically zoomed towards the figure, jumped up, and swung his sword downward while a front flip in the are, releasing an energy arc at the figure. The figure backflipped out of the way as the arc hit the floor.

(YN) landed and runs at the figure, rolling him when he swings his sword at him, before kicking at his back, to which he deflects with his own kick. The figure jumped back, conjuring three energy balls and threw them at (YN). (YN) dodged all three as they exploded before the figure launched an energy beam from his left fist. (YN) quickly deployed his shield, setting it to horizontal mode and blocked the beam. The figure increased the power of the beam, causing (YN) to be pushed back, his feet sliding against the floor. (YN) shifted his sword into pistol form and fired a charge laser bolt at his fist, causing the figure to grunt out.

(YN) sprinted toward the figure, shifting his pistol into sword form as the blade glowed blue, and strike him with an overhead slash, but the figure blocked it, and their blades were locked.

|—————————|—————————|

In the next car, Blake came to a stop and gritted her teeth when she saw a certain someone standing in front of her: Roman Torchwick.

Roman: "Hello, kitty cat. You miss me?" He greeted while twirling his cane on his fingers before bringing it up to rest on his right shoulder. "You know, we really gotta stop meeting like this. People are gonna talk." He taunted.

Blake didn't respond before charging at Roman, unsheathing her weapon off her back. Roman reeled his cane back as Blake approached but, using her Semblance and the Dust Weiss gave her, Blake sped forward past Roman, leaving behind a fiery shadow of herself made from fire Dust. The moment Roman's cane came in contact with Blake's shadow, it exploded, sending Roman flying backwards in the air.

Blake jumped up just as Roman was above her and, using both her sword and cleaver, delivered some mid-air strikes to knock Roman down to the floor on his back. While Roman got back up, Blake landed on her feet in a fighting stance.

Roman fired his cane at Blake, who jumped backwards while leaving behind a stone shadow of herself to take the blow. The blast exploded the top half of the statue, causing Blake to jump back before charging forward, jumping over her stone shadow and spinning in the air towards Roman with her sword reeled back. Roman went to swipe at her with his cane but Blake created another shadow of herself with her Semblance before she appeared directly in front of Roman.

Blake tried striking at Roman with her blade. But Roman was easily capable of blocking each and every one of Blake's strikes with his cane. Then Roman tried to strike her with an overhead blow, but Blake backflipped away and created a frozen shadow that traps his cane.

Roman struggled to pull his cane free until he looked forward to see Blake sheathing her sword, spinning around, and performed a vertically slash into the ground, creating a shockwave that decimated the floor as well as shattering the ice shadow in the process. Roman was sent flying backwards, slamming face-first into the door before falling onto the ground, his cane falling from his grasp.

Roman groaned slightly as he started to sit up, only to grunt when Blake slammed her right foot onto his chest while aiming her sword at his face, keeping him from going anywhere. Roman chuckled nervously at his new predicament.

Roman: "Why are we fighting?" He asked, his voice getting a dramatic change in tone. "My associate and I saw you at the rally, we're on the same side and you know it..."

|—————————|—————————|

The figure jumped at (YN), throwing a jump kick, which he steps out of the way, before turning and swinging his lance while throwing a hook kick at him. (YN) jumped over the figure to evade those attacks and land with his back to the figure. The figure moved to stab his lance at (YN), however (YN) turned while throwing his sword at him. This made the figure swing his lance up diagonally to deflect it, giving (YN) the chance to throw a left punch, launching an energy beam at the figure, the impact was enough to stagger him back and drop his lance.

(YN) then throws a series of energy blasts at the figure, disorienting him. (YN) then throws a powerful an energy-enhanced right cross that sends him flying back and landing on the floor. (YN) telekinetically picked up his sword and walked over to the figure as he gets up to one knee and looked up at (YN) when he placed his sword near his neck.

(YN): "Now then, care to tell me who you are?" He questioned the figure. The figure chuckled. 

???: "You got some skills, I'll give you that." He commented. "You really want to know who I am? You won't like what you see."

(YN): "That's why I'm asking." He responded.

???: "Very well." He slowly reached for his mask and removed it, revealing his face. When he looked up at him, (YN)'s eyes widened in shock and horror.

The figure appeared to be man with shaggy black hair, but the skin on his face was pale and drained of color, save for black veins surrounding his eyes. His scleras are black and his irises that has the color of Grimm eyes.

(YN): "Oh the gods..." He breathed out in horror, lowering his sword as he stepped away from the figure. "What has been done to you?"

Merrick: "Nothing really." He replied, rising to his feet. "Just introducing the new me after Godred defeated me. My name is Merrick Redgrave." He introduced himself. "And this is the last face you will ever see." He suddenly telekinetically pulled (YN) in grabbed him by the neck. Then a purple aura covered his arm and flooded into (YN), draining his blue aura and his strength, absorbing it into his, making (YN) gasping out.

(YN): "What's... happening..." He questioned gaspingly and weakly.

Merrick: "Like my Semblance? I called... Hunger." He grinned wickedly.

Merrick then dropped (YN) to the floor. (YN) tried to stand up, despite his strength being drained. Merrick telekinetically lifted him up and slammed him left to right, up and down, the threw him to the wall, telekinetically pinning him. Merrick then launched a continuous beam of dark red arcing bolts of electricity at (YN) from his right hand, causing him to scream out and wriggle in agony.

Merrick: "You haven't learned this ability yet?" He asked tauntingly as (YN) continued to scream. "No? Then you have a lot to learn, which unfortunately, you have no time for." He telekinetically threw (YN) down to the floor, his body smoking as he looked up at him. "In fact..." His fists coated in an energetic glow. "You have no time at all."

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Weiss waved her rapier around in a large, pale blue circle in front of her, forming a force-field as the lieutenant charged at her, spinning around and slammed his chainsaw at the force-field. Cyan shockwaves radiate from the center of the force-field as the Lieutenant tries, in vain, to saw through it. Weiss thrusted her rapier forward, shoving off the lieutenant's attack. The lieutenant tried to swing down at Weiss again, but she managed to make the chainsaw slide off of the blade of her rapier and onto the floor.

Weiss spun around and struck the lieutenant's side, making him stagger. With the lieutenant disoriented for the time being, Weiss flipped over the lieutenant, hitting him in the mask before landing behind him. Recovering, the lieutenant brought his chainsaw around and tried to slash at Weiss, but Weiss acrobatically lowered her body underneath it, dodging the blow and backflipping out of range before striking at the lieutenant with her rapier with a series of slashes and stabs that throw him into the air and back onto the ground before she flipped over him, facing him from another angle.

Seeing this, the lieutenant rises from the ground and swung his chainsaw at Weiss as he stood up, but Weiss once again ducked beneath the blade before blocking an overhead strike from the his chainsaw. The lieutenant tried to kick Weiss into a pile of crates, but Weiss leapt up into the air before pushing herself off of the ceiling, spiraling downwards with her rapidly outstretched. The lieutenant back stepped as the tip of her rapier slammed into the ground.

Weiss rolled forward and struck at the lieutenant's chainsaw before spinning around and thrusting her rapier forward, knocking down the lieutenant, who quickly flipped back onto his feet. Weiss held her rapier in front of her before closing her eyes, concentrating as a clock-like glyph appeared beneath. As the hands on the clock glyph began spinning rapidly, Weiss charged before thrusting her free hand forward, creating multiple white glyphs that surrounded the lieutenant on all sides, confusing him a little as he looked around.

Weiss sliced at the lieutenant with her rapier in a burst of speed, a white streak forming behind her as she ricocheted all around, using the glyphs she summoned as surfaces to bounce off of. The lieutenant was tossed around in the air repeatedly by Weiss' strikes. After her glyphs all vanished, Weiss launched herself off of the side of the wall and struck the lieutenant once more, slamming him into the ground. Weiss created one more glyph in the air, using it to launch herself forward and stab the lieutenant. But the lieutenant rolled out of the way. Weiss leapt up and reeled her rapier back to stab the lieutenant.

White Fang Lieutenant: "C'mere, princess!" He growled, grabbing Weiss' face before brutally raising her above his head and slammed her into the floor with enough force that it cracked.

The lieutenant then tossed Weiss into the air before swinging his chainsaw at her defenseless.

|—————————|—————————|

Yang walked towards Neo frustratedly, who was still sitting on the crate in the train car. Neo didn't do anything as Yang approached, merely tilting her head slightly, smirking wordlessly. Yang reeled her left fist back and tried to punch Neo, but Neo blocked it with her umbrella before spinning around on the crate and flipping forward. Yang back-stepped as Neo kept moving around, and just barely brought up her arms in time to block a kick from a flipping Neo.

Yang cocked her gauntlets before shooting a Dust round Neo's way, who managed to block the shot with her umbrella before letting Yang's kick bounce off of it as well. Neo swung her umbrella around, directing Yang's gauntlets upward when Yang tried to shoot her again. Spinning around, Neo tried to kick Yang, but Yang managed to catch her left leg before spinning the Neo around and throwing her forward. But Neo quickly recovered in the air and landed on her feet.

Yang then heard the sound of the door opening behind her. She looked behind and sees (YN) being thrown into the floor grunting in pain as Merrick walked in with his lance in hand.

Yang: "(YN)!" She yelled out, eyes widened in shock.

With Yang distracted, Neo rushed forward and grappled with Yang, managing to swing herself above Yang head and grip her left arm. Flipping back onto the ground, Neo threw Yang into the air, slamming into the ceiling before she came crashing down onto the floor and knocking Yang unconscious. Neo turned around to face Yang before walking towards her.

|—————————|—————————|

Roman let out a grunt as Blake shoved the blade  closer to his neck.

Roman: "Oh, still feisty." He remarked while Blake glared down at him. "Sooo, what are we gonna do now? You think a little bow on top is gonna make people forget who you were?" He taunted. "What you've done....?" Blake gritted her teeth at his words.

Suddenly, the sound of the door leading to the preceding car opening was heard. Turning around, Blake saw an unconscious Weiss being thrown onto the floor. From the other car, the White Fang lieutenant walked into the car.

Roman: "So what's it gonna be, Blake?" He asked, getting Blake's attention.

Blake sheathed her sword onto her back before kicking Roman in the head, knocking his hat off as well as knocking him out. Blake rushed over to Weiss, holding her head up before turning to the White Fang lieutenant rushing towards them. Seeing this, Blake grabbed Weiss and dashed away.

|—————————|—————————|

As (YN) stood on one knee, grunting as he hold his side, he sees Neo approaching Yang as she took out the handle from the rest of her umbrella, revealing a long thin blade on the inside.

(YN): "Yang!" He yelled, and stood up to his feet, only to be stopped when dark red energetic chains wrapped around his body, immobilizing him. He looked back to see Merrick with his right hand out.

Merrick: "Ah, ah, ah." He shook his head, grinning sinisterly. (YN) looked back at Neo as she flipped the blade in her hand to point downward, preparing to deal the finishing blow, grinning sadistically while doing so.

Suddenly, a masked assailant dropped down from the ceiling and knocked both Neo and Merrick back with a red blade before sheathing her weapon, with Merrick releasing the chains off of (YN). Recovering, Neo and Merrick looked back at their attacker, the smirk on Neo face finally vanishing as her eyes changed from brown and pink to white, mirroring her fearful expression. But Merrick remained his expression. (YN) stood up on one knee, and his eyes widened when he saw the new arrival.

The masked assailant is a swordswoman wearing a fearsome, full-face mask that resembles the face of a Creature of Grimm, with four eye slits and red markings. She wears a V neck black and red kimono top with a black pleated skirt that has black shorts underneath, with series of beaded necklaces. She also wears a red obi sash around her waist alongside a red tasset wrapped around her waist that carries her weapon's sheath. Attached to it is a long black object that is either fur or feathers, with a red and white bandana material like hanging from behind her. Her forearms bear red armored gauntlets that protrude outwards and black fingerless gloves. She wore black mid-thigh high boots, that had armor plating with red splatter patterns and black heels, and on her left hip is a scabbard with a rotary chamber.

Standing tall, the swordswoman looked towards Neo and Merrick while keeping a hand on the hilt of her blade. The chamber began spinning around, multiple blades made out of all kinds of Dust types on the inside. After it stopped spinning, the woman slowly unsheathed her sword, revealing a long, single-edged, one-handed sword,with a trigger built into the hilt and cross-guard, with the red blade made of Dust connected to the hilt, and pointed it towards them, silently challenging them.

Realizing the imminent threat before her, Neo wasted no time and disappeared in a flash, leaving Merrick alone.

Merrick: "Hmph. Coward." He muttered, scoffing at Neo's retreat. He then noticed (YN) getting back up, and went into his fighting stance. "Heh. You're resilient." He smirked. "Good. Because I can keep this up." He spun his lance around and got into his fighting stance.

Without hesitation, (YN) charged at Merrick, transforming his sword into pistol form and fired laser bolts at him, only for Merrick to create a small flat shield of magical energy to block the bolts before telekinetically pulling him in and grabbed him by the neck again and used his Semblance to absorb (YN)'s aura and strength again, causing him to drop his pistol. The swordswoman launched forward and swung her sword around from the side. Merrick saw her coming and brought up his lance and blocked the strike effortlessly, and stopping his Semblance.

Merrick: "You want to dance with me as well?" He dared the swordswoman.

Seeing Merrick distracted, (YN) channeled his magical energy in his right hand. When Merrick pushed the swordswoman away, (YN) throws an uppercut to Merrick's chin, making him stagger back and letting go of his neck as (YN) fell down to the floor. (YN) held his throat as he gasped for breath as he grabbed his pistol. He then noticed the swordswoman offering him a hand. He was confused at first, but accepted her hand, and the swordswoman helped him on his feet. They both looked at Merrick, already in his fighting stance. (YN) and the swordswoman looked at each other then back at Merrick.

(YN): "Let's do this." He declared, twirling his pistol around as it transformed into its sword form, and he and the swordswoman charged at Merrick.

They engaged Merrick with their swords, but Merrick easily parried their attacks with his lance before kicking them both in the abdomen with his left leg. With them doubled over, Merrick jumped up in a spinning split kick that knocked (YN) to the floor, but the swordswoman recovered quickly and charges in with more slashes, all effortlessly blocked by Merrick. Merrick goes for the horizontal slash and a roundhouse kick, but the swordswoman dodges the two attacks. Merrick retracted the rear blade and went for an overhead strike, the swordswoman saw it coming and raised her sword up to block the strike.

Merrick increased the weight by pressing down his lance, bringing the swordswoman to a kneel. (YN) got a up and sees the swordswoman in trouble. He conjured a large energy ball in the palm of his right hand. The swordswoman looked at (YN) for a brief moment, seeing the energy ball in his hand, before looking back at Merrick, and pushed his lance off her sword, and vertically slashed him back two times, disorienting him.

(YN) then charged at Merrick with a yell, and thrusted his arm to his abdomen. The energy ball then exploded, sending Merrick flying across the room and hit his back against the door before falling down to the floor face first. He slowly rose to one knee, a little battered, then chuckled.

Merrick: "You caught me off guard." He commented, then got to his feet. "But now, this fight is over." He telekinetically pulled his lance into his hand as the front blade retracted into the hilt and put in away. "I expect no less from Godred's boy. The train is about to reach its destination soon, so I suggested you better prepare for the worst. But the next time we meet, you won't be so lucky." He promised, then turned to leave.

(YN): "Wait!" He called, causing Merrick to stop and turned back to him. "You said there are more like me and you, right? Tell me. How many are out there? And where are they?"

Merrick: "You want to know? Talk to Ozpin." He advised. "He seems to have a habit of keeping secrets in the dark." He then conjured an energy ball in the palm of his left hand, causing (YN) to telekinetically pull his sword into his hand, transforming it into pistol form, and aimed at him. "We will meet again." He vowed, and the energy ball shined its light at them.

Both (YN) and the swordswoman get blinded by the dark red light for a moment, before it faded away and see that Merrick is now gone. (YN) put his pistol away as he looked at where Merrick last stood for a moment before turning to Yang, who was still unconscious.

(YN): "Yang!" He run up to Yang's side, and sat her up with her back against his leg.

The swordswoman looked down at Yang for a moment, and slashed her sword to the side, opening an eerie, ovular shape portal, consisting of swirling black and red energy a few feet away from her. She walked away from them and into the portal. (YN) looked at the swordswoman about to enter.

(YN): "Wait!" He called to the swordswoman, stopping her and she looked back at him. "Thank you." He thanked her. The swordswoman didn't say anything, she just looked at him for a moment before she gave him a nod, and turned away and continued walking to the portal.

At this point, Yang regained some consciousness as she opened her eyes again, just in time to get a brief glimpse at the swordswoman before she disappeared.

(YN): "You alright?" He asked. Yang rubbed her head, still reeling after just regaining consciousness.

Yang: "Yeah, I'm okay." She replied before (YN) helped her on her feet. "Who was that?" She wondered, looking towards where the woman and the portal were.

(YN): "I don't know." Was he could say. "Come on, we need to meet up with others." He suggested. "The train will reach Vale soon." Yang nodded, and they ran towards the front of the train.

|—————————|—————————|

Back to Ruby and Oobleck, they were around another Paladin on the roof of the train. The Paladin reeled its fists above its head and tried to crush Oobleck, but Oobleck dashed out of the way just in time, leaving a trail of fire behind him before he stopped next to Ruby. As the Paladin stood back up, Oobleck dashed up onto the top of the Paladin and, using his flamethrower, ignited the cockpit hatch in flames before backflipping off of the Paladin.

On both sides of the Paladin, Ruby, twirling her scythe, and Oobleck aimed their weapons at its feet. They both simultaneously fired a shot, knocking the Paladin into the air slightly before it toppled over and fell onto the ground next to the train and rolled along the tracks.

Oobleck: "Ruby! You go on ahead!" He ordered, pointing Ruby towards the front of the train.

Ruby: "But-" She tried to protest.

Oobleck: "Don't worry, Ruby." He assured Ruby. "It's time... I teach them a lesson..." And with that, he goes to take on two oncoming Paladins.

Before she leaves, Ruby noticed the saddened Zwei looking up at her. She smiled and motioned for him to go join Oobleck.

Ruby: "Go." She told Zwei. With that, Zwei's expression changes dramatically and barked happily before running off to fight alongside Oobleck.

Ruby hurried to the front of the train. The remaining members of Team RWBY reemerge from the train cars to rejoin her. Ruby looked on worriedly as she realized the train is on a collision course with a thick concrete wall.

Blake: "What do we do?" She shouted.

(YN): "Weiss, on my mark, make an ice dome around yourself to protect you guys." He ordered.

Weiss: "Okay, what are you gonna do?" She questioned worriedly.

(YN): "I'm gonna try and stop the train." He answered determinedly. and sprinted towards the front.

Ruby: "(YN), wait!" She yelled, reaching out to (YN) as Yang grabbed onto her.

(YN): "NOW!!" He commanded loudly as Weiss encased her teammates in an ice dome to protect themselves. He jumped down to the pilot of the locomotive and his hands glowed energetically. "Let's hoped this works." He muttered to himself hopefully, and thrusted his hands downward, releasing a surge of energy.

The magical energy traveled under the train as it surrounds the wheels. (YN) closed his hands as he telekinetically applied the brakes. He yelled out as he tightened his fits, the brakes screeching loudly as sparks erupted from the wheels. The train started to slow down a little, but since (YN) only has a little bit of his strength was not enough to fully stop it. He sees the concrete wall getting closer, and spread his arms out, creating an energetic spherical shield around himself, and braced himself as he prepared for the worst.

After a few more speeding seconds, the train hits the concrete wall, hard, and everything is covered in smoke and debris.

|—————————|—————————|

Ruby eventually comes to, looking around to see they're back in Vale city, in the town square, with the city's emergency alarm going off around them. Ruby looked around to see the others shaking their heads, reeling a little bit from the collision and coughing from the smoke.

She sees Blake and Yang slowly getting back up, Yang coughing as the dust settles. She turned her head again and sees Weiss sitting up against a large piece of debris, who also gives a thumbs up at her, signaling she's okay. Ruby winced as she sits up, and looked behind her to see (YN) shaking his head next to her before looking back at her. Ruby breathed a sigh in relief, she was glad that he was okay. Then (YN) and Ruby looked ahead and see the people in the city gathering around the square, with confused looks on her faces.

A moment later, they feel rumbling under them, and suddenly a King Taijitu burst from the hole behind them, immediately throwing the civilians into a panic as it and other Creatures of Grimm emerge from the tunnel and start chasing the citizens. Legions of Beowolves, Ursai, and Death Stalkers start running through the plaza, creating chaos. The team stood up and see the chaos around them.

Ruby and (YN) looked on, shocked, before looking at each other a moment and then looking ahead of them, determination of their faces.

To Be Continued...