Look Who's Talking...

"Look Who's Talking..." is the second theme played in the episode "Downfall" and is incorporated in the RWBY: Volume 5 Soundtrack.

It can be heard when Raven Branwen and Cinder Fall fight each other.

Soundtracks

RWBY: Volume 1 Soundtrack • RWBY: Volume 2 Soundtrack • RWBY: Volume 3 Soundtrack • RWBY: Volume 4 Soundtrack • RWBY: Volume 5 Soundtrack • RWBY: Volume 6 Soundtrack • RWBY: Volume 7 Soundtrack • RWBY: Volume 8 Soundtrack • RWBY: Volume 9 Soundtrack • RWBY: Best Vocal Album • RWBY: Ice Queendom Original Soundtrack • RWBY: Arrowfell Original Game Soundtrack

RWBY: Volume 1 Soundtrack	"This Will Be the Day" • "Red Like Roses" • "Mirror Mirror" • "From Shadows" • "I Burn" • "Gold" • "I May Fall" • "Red Like Roses Part II" • "Wings"
RWBY: Volume 1 Score	"Ruby Rose" • "The Shining Beacon" (Pt.2) • "The First Step" (Pt.2) • "The Emerald Forest" (Pt.2) • "Players and Pieces" • "The Badge and the Burden" (Pt.2) • "Jaunedice" (Pt.2) • "Forever Fall" (Pt.2) • "The Stray" • "Black and White"
RWBY: Volume 2 Soundtrack	"Time to Say Goodbye" • "Die" • "Shine" • "Dream Come True" • "Caffeine" • "All Our Days" • "Boop" • "Sacrifice"
RWBY: Volume 2 Score	"Best Day Ever" • "Welcome to Beacon" • "A Minor Hiccup" • "Painting the Town...." • "Extracurricular" • "Burning the Candle" • "Dance Dance Infiltration" • "Field Trip" • "Search and Destroy" • "Mountain Glenn" • "No Brakes" • "Breach"
RWBY: Volume 3 Soundtrack	"When It Falls" • "I'm the One" • "It's My Turn" • "Not Fall in Love with You" • "Neon" • "Mirror Mirror Part II" • "Divide" • "Cold"
RWBY: Volume 3 Score	"Qrow vs Winter" • "R.W.B.Y. vs F.N.K.I." • "S.S.S.N. vs N.D.G.O." • "World of Remnant 1" • "World of Remnant 2" • "World of Remnant 3" • "World of Remnant 4" • "Round One" • "New Challengers..." • "It's Brawl in the Family" • "Lessons Learned" • "Never Miss a Beat" • "Fall" • "Beginning of the End" • "Destiny" • "PvP" • "Battle of Beacon" • "Heroes and Monsters" • "End of the Beginning"
RWBY: Volume 4 Soundtrack	"Let's Just Live" • "Like Morning Follows Night" • "Bad Luck Charm" • "This Life is Mine" • "Home" • "Armed and Ready" • "Lusus Naturae" • "Bmblb"
RWBY: Volume 4 Score	"Ruby vs the Beringel" • "Chapter 1 - The Next Step Pt. 1" • "Chapter 1 - The Next Step Pt. 2" • "Chapter 1 - The Next Step Pt. 3" • "Chapter 2 - Remembrance Pt. 1" • "Chapter 2 - Remembrance Pt. 2" • "Chapter 3 - Of Runaways and Stowaways Pt. 1" • "Chapter 3 - Of Runaways and Stowaways Pt. 2" • "Chapter 4 - Family Pt. 1" • "Chapter 4 - Family Pt. 2" • "Chapter 5 - Menagerie Pt. 1" • "Chapter 5 - Menagerie Pt. 2" • "Chapter 6 - Tipping Point Pt. 1" • "Chapter 6 - Tipping Point Pt. 2" • "Chapter 6 - Tipping Point Pt. 3" • "Chapter 7 - Punished Pt. 1" • "Chapter 7 - Punished Pt. 2" • "Chapter 7 - Punished Pt. 3" • "Chapter 8 - A Much Needed Talk Pt. 1" • "Chapter 8 - A Much Needed Talk Pt. 2" • "Chapter 8 - A Much Needed Talk Pt. 3" • "Chapter 9 - Two Steps Forward, Two Steps Back Pt. 1" • "Chapter 9 - Two Steps Forward, Two Steps Back Pt. 2" • "Chapter 9 - Two Steps Forward, Two Steps Back Pt. 3" • "Chapter 10 - Kuroyuri Pt. 1" • "Chapter 10 - Kuroyuri Pt. 2" • "Chapter 11 - Taking Control Pt. 1" • "Chapter 11 - Taking Control Pt. 2" • "Chapter 12 - No Safe Haven Pt. 1" • "Chapter 12 - No Safe Haven Pt. 2" • "World of Remnant - Vale" • "World of Remnant - Mistral" • "World of Remnant - Atlas" • "World of Remnant - Vacuo" • "World of Remnant - The Great War"
RWBY: Volume 5 Soundtrack	"The Triumph" • "Ignite" • "Path to Isolation" • "Smile" • "All Things Must Die" • "This Time" • "All That Matters"
RWBY: Volume 5 Score	"Welcome to Haven" • "Dread in the Air" • "I Found Him!" • "Hello Leonardo..." • "Mayday! Lancers!" • "Thank You, Sienna" • "Progress Takes Patience" • "First Times All Around" • "Jackpot" • "I'm Her Daughter, After All" • "Fighting Shape" • "Subtlety Is Out" • "A Few Signatures" • "Who Would Ask For This?" • "Qrow's Rough Day" • "I've Seen That Bird Before..." • "Dinner & Coffee" • "When Weiss Was Ten" • "A Note from Ilia" • "Battle at the Belladonna's" • "Strength in Forgiveness" • "A Proposal I Can Get Behind" • "Things Aren't Looking Good" • "Showdown in Haven Academy" • ""C" Is for Cinder" • "Ooozzzpppiiinnn!!!" • "The Vault" • "Look Who's Talking..." • "Take This Fight Outside" • "Cease Fire!" • "The Relic & Aftermath"
RWBY: Volume 6 Soundtrack	"Rising" • "Miracle" • "One Thing" • "Lionize" • "Big Metal Shoe" • "Nevermore" • "Indomitable" • "Forever Fall"
RWBY: Volume 6 Score	"Trouble Aboard Argus Limited" • "Mistral Central Station" • "The Spider's Web" • "Say Her Name" • "A Delicate Balance" • "Our Creation" • "A Crumbling Cabal" • "Brunswick Farms" • "The Apathy" • "The Grimm Reaper" • "Welcome to Argus" • "Cashews" • "Silver Eyes" • "Jaune's Arc" • "The Heist" • "Down the Cannon" • "Protecting Each Other" • "Ra'viatah, Osa Manetah" • "Fight to Atlas"
RWBY: Volume 7 Soundtrack	"Trust Love" • "Touch the Sky" • "Hero" • "Brand New Day" • "Let's Get Real" • "War" • "Celebrate" • "Until the End" • "Fear"
RWBY: Volume 7 Score	"In the Shadow of Atlas" • "Protector of Mantle" • "Apprehended" • "A New Approach" • "We All Have Our Talents" • "Into the Mines" • "Enjoy the Cake" • "...And Eat it Too" • "Six Possible Outcomes" • "The Sisters Schnee" • "Party Crashers" • "Looking Inward" • "Full-on Vigilante" • "Right Behind That Door" • "You Are Cordially Invited" • "Hey Mom, It's Snowing!" • "Time to Do Our Jobs" • "Mantle Overrun" • "You Big Bag of Bones!" • "Free Ride and a Show" • "It Was Bait" • "Are You With Me?" • "...Then You Trained Us" • "The Timeline Has Changed" • "And I Refuse to Starve" • "The Enemy of Trust"
RWBY: Volume 8 Soundtrack	"For Every Life" • "The Sky is Falling" • "The Truth" • "Awake" • "Treasure" • "Be Strong and Hit Stuff" • "Friend"
RWBY: Volume 8 Score	"Divide Part I" • "Divide Part II" • "Refuge Part I" • "Refuge Part II" • "Strings Part I" • "Strings Part II" • "Fault Part I" • "Fault Part II" • "Amity Part I" • "Amity Part II" • "Midnight Part I" • "Midnight Part II" • "War Part I" • "War Part II" • "Dark Part I" • "Dark Part II" • "Witch Part I" • "Witch Part II" • "Ultimatum Part I" • "Ultimatum Part II" • "Risk Part I" • "Risk Part II" • "Creation Part I" • "Creation Part II" • "Worthy Part I" • "Worthy Part II" • "The Final Word Part I" • "The Final Word Part II"
RWBY: Volume 9 Soundtrack	"Inside" • "Checkmate" • "Chatterbox" • "Worthy" • "Trapdoor" • "Quiet" • "Guide My Way" • "The Edge"
RWBY: Volume 9 Score	"Washed Ashore by Strange Tides" • "You Weren't Supposed to Be Here" • "I Think We're in the Ever After" • "Enough Hope to Fill This Jar" • "The Most Powerful Warrior to Ever Live" • "A Most Joyous Occasion" • "The Red Prince's Game" • "Missing Some Pieces" • "You're Banished!" • "What's the Deal With This Cat?" • "It's a Matter of Perspective, You See" • "Acre's Edge" • "The Overworked Herbalist" • "I am a Huntress" • "We Ascend" • "The Night Market" • "It's the Rusted Knight!" • "Catching up With Old Friends" • "Stuck at a Crossroads" • "It Was the First Thing I Saw" • "I'm Late! (The Paper Pleasers' village)" • "The to-Do List" • "Why Are You Still Here?" • "Hello, Red! (How About a Little Reset?)" • "I Can Be You Instead" • "This Body Will Do" • "It's Not a Place You Go" • "Playing the Hero" • "So Heavy" • "Not Your Typical Mission" • "Burn the Leaves!" • "Maybe That Girl is Enough" • "A Happy Dream I Can't Remember" • "True Balance (When You Are Needed Most)"

Look Who's Talking...

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