The opening ends to Ruby being thrown across the floor by Roman.

Roman: (laughing) Wow! You are much more manageable without that oversized gardening tool of yours.

Ruby gets up and charges at Roman, which he simply sidesteps, sending Ruby stumbling across the floor.

Roman: (laughing) Oh man. You know, Perry, I really did need this.

Perry raises his thumb in agreement as Roman laughs.

Roman: (walks over to Ruby and aims Melodic Cudgel at her) But seriously. How'd you find this place, Red?

Ruby growls and uses her Semblance to escape Roman and start running for an exit.

Roman: (looking around, briefly startled) Whoa!

Smiling, Roman stands up, spins Melodic Cudgel in his hands, and aims the handle at Ruby. He fires the handle, which doubles as a grappling hook, at Ruby, catching her by her hood and allowing Roman to pull her back.

Roman: I see you've got some tricks up your sleeve! Let me make this clear: We're not through here yet.

A massive explosion sounds, causing Roman to look up.

Roman: Oh, what the... Perry, if you and the boys could take care of that? Kinda in the middle of something.

Perry nods and goes off to investigate the explosion just as another one sounds.

Roman: (annoyed) WHAT is going on here?!

A third explosion sounds and multiple White Fang members come running around the corner, some firing at an unknown enemy. Weiss, Blake, Yang, Zwei and Oobleck run around the corner, much to Roman's annoyance. Ruby decides to take this moment to try and escape. She jumps on Roman's shoulders, pulls his hat down over his eyes, and then flees towards her friends.

Roman: (readjusting his hat and glaring after Ruby) Somebody kill her!

Roman and the White Fang members around him open fire on Ruby, which she dodges and weaves between.

Roman: (turns angrily to the White Fang member next to him) Attach this cart and spread the word: We're starting the train.

White Fang Member: But we're not finished!

Roman: (pins the White Fang member up against the wall with Melodic Cudgel) Do it or you're finished!

The shot cuts to Ruby fleeing, but screeches to a halt as she realizes she's running towards a group of White Fang members. A huge explosion appears behind the White Fang members, sending them flying and reveling Yang behind them.

Yang: (as Ruby jumps into her arms) Ruby!

Weiss: Are you okay?

Ruby: I'm fine, I'm fine! But listen! Torchwick's got all kinds of weapons and robots down there.

Blake: What?! (Blake hands Ruby her weapon.)

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

Oobleck: Ahhhh, that's ridiculous. These tunnels are sealed, the tracks lead to a dead-end.

Roman: (across a speaker system) Get to your places, we are leaving now!

The train starts moving towards the tunnels.

Yang: Well, it sounds like they're going somewhere.

Ruby: We need backup. Let me call Jaune.

Ruby's Scroll flashes "Low Signal".

Ruby: I can't get through!

Weiss: So, what do we do?

Oobleck: I believe we only have one option...

Ruby: (turning around) We're stopping that train!

The scene cuts to the train rushing through a tunnel, loaded with mechs. A White Fang member standing on the train hears a noise and looks outside the train to see rose petals. He brings out a communication device.

White Fang Member: I think they're on the—

The White Fang member falls down as Oobleck hits him in the head with his weapon.

The shot cuts to Roman in the front of the train as a White Fang member rushes in.

White Fang Member: Boss! They made it on the train!

Roman: (sighing) Then grab some cargo and get them off the train!

The White Fang member nods and leaves to follow Roman's orders.

Roman: Man, animals, every one of them.

Roman looks awkwardly at the White Fang member sitting next to him.

Roman: Not you though, you're, heh, you're great.

The scene cuts to Team RWBY and Oobleck standing on top of the train.

Oobleck: Hurry, children! We must get to the front and stop this train!

Weiss: Err... Professor?

Oobleck: Doctor...

Weiss: (pointing down a hatch into the train) What's that?

Oobleck: (kneels down to take a look) That my dear... appears to be a bomb.

Team RWBY all cringe away from the hatch.

Ruby: (pointing forward on the train) We've got baddies!

Dozens of White Fang members can be seen climbing onto the top of the train.

Oobleck: Well, I didn't expect them to go—

The bomb underneath them charges up and starts beeping.

Oobleck: —easy on us. (stands up) Time to go!

As Team RWBY start running away, Oobleck stops Blake.

Oobleck: Blake! Detach the caboose! It will kill us all!

Blake: On it.

Blake jumps down onto the connectors and gets ready to cut the connection, but as she does, the connection comes loose on its own.

Blake: Huh? (looking up at Oobleck) It decoupled itself!

Oobleck: What?!

Yang: I guess he really doesn't want us on this train.

As Oobleck looks back at the detached cart, it explodes in the tunnel.

Oobleck: That's not good...

Ruby: (standing next to another open hatch) Err, neither is this!

Blake: Another bomb?!

Oobleck: (looks around and runs to the next train car) No. No. No. (opens the hatch and looks in, then yells back to Team RWBY) They ALL have bombs!

The bomb under Team RWBY charges up and starts beeping and the cart they're on detaches itself, forcing Team RWBY to run to the next cart.

Yang: This doesn't make sense!

The White Fang members climbing the train can be seen again.

White Fang Member: Get the humans!

Team RWBY jump forward to attack the incoming White Fang members. Oobleck turns around and watches the detached train car explode. Only this time it creates a hole allowing multiple types of Grimm to emerge.

Oobleck: Oh, dear...

The horde of Grimm begin advancing quickly toward the runaway train.

Oobleck: He's leading Grimm to the city!

Weiss: What?

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

Blake: That's insane!

Another train car detaches itself.

Oobleck: We have to hurry! (to Weiss, Blake, and Yang) You three, go below and try to stop those bombs!

Ruby: What about us?

Oobleck: We're going to stop this train.

Ruby: Yeah, I know. I said that earlier.

The group moves forward. As the train continues towards it destination, White Fang members start to pilot multiple Atlesian Paladin-290s, and jump to the top of the train. Ruby, Zwei, and Oobleck are shown running.

Oobleck: Up ahead!

A Paladin is seen charging towards them.

Oobleck: We got a problem!

Oobleck takes a sip from his thermos before transforming it into its weapon mode, a small flame burning at its tip. Zwei barks, prompting he's ready for an attack. He jumps and flips in the air, and Oobleck bats him, turning him into a small fireball. The Paladin is seen shooting, only for it to get knocked off the train by the combination attack. The Paladin tumbles on the train tracks, and explodes when it hits a barricade. Another Paladin appears in front of Zwei, its guns aimed at him. Suddenly, multiple fire attacks hit it, and Oobleck swiftly knocks it off the train as well.

Down below, Yang, Weiss, and Blake enter the train car.

Yang: I guess this is what we trained for.

Weiss reaches into her pouch and gives Blake a magazine filled with Dust vials.

Weiss: Here, this should help you.

Blake slides the mag into Gambol Shroud, and then the three of them charge forward. Suddenly, Neopolitan drops from the ceiling and blocks their path.

Yang: You two go on ahead. This one's mine.

Blake and Weiss proceed forward. As Neo prepares for their attack, Yang fires a round to distract her, allowing Blake and Weiss to continue. Yang steps forward toward her opponent, staring down as Neo gives a sinister smile. The two begin their fight.

In the next train car, Blake and Weiss are seen running, and then look at each other when they hear the sound of revving up ahead. A figure is seen dragging a chainsaw along the floor. The camera pans up, revealing the White Fang Lieutenant.

Weiss: You go on ahead!

Blake: Got it!

The Lieutenant chuckles menacingly as he holds up his chainsaw. The two Huntresses-in-training charge forward, with Blake deflecting an attack as Weiss flips backward. Weiss delivers multiple strikes at the Lieutenant, knocking him down. She then smiles at Blake as she proceeds to the next car. The Lieutenant gets back up, again chuckling menacingly.

White Fang Lieutenant: Finally, I get to kill a Schnee...

Weiss holds up Myrtenaster en garde.

In the next train car, Blake stops and grits her teeth when she's greeted by a familiar foe.

Roman: Hello, kitty cat. You miss me? You know, we really gotta stop meeting like this. People are gonna talk...

Blake charges forward to attack, starting their brief battle. She soon knocks him down, and when he attempts to get back up, Blake steps on his chest and points her sword at his throat.

Roman: (chuckles nervously before his voice gets a dramatic change in tone) Why are we fighting? I saw you at the rally, we're on the same side and you know it...

Meanwhile, Weiss is fighting the Lieutenant. Things take a turn for the worst when time suddenly seems to slow down.

White Fang Lieutenant: C'mere, princess!

The Lieutenant grabs Weiss' face and slams her into the floor, knocking her unconscious. He then throws her in the air, readying to hit her with his chainsaw...

Yang's fight is still going badly and soon ends when Neo manages to throw her into the ceiling, knocking her unconscious. Neo turns around to approach Yang...

Cut back to Roman being held down by Blake, he grunts as she points her blade at his throat.

Roman: Oh, still feisty. Soooo, what are we gonna do now? You think a little bow on top is gonna make people forget who you were? What you've done...?

As she grits her teeth at his words, Blake hears the door from the previous train car open behind her. An unconscious Weiss is thrown to the floor, with the Lieutenant emerging from the doorway, holding his chainsaw.

Roman: So what's it gonna be, Blake?

She sheaths Gambol Shroud and kicks Roman in the face, knocking him unconscious. Blake goes over to Weiss' aid, and flees immediately before the Lieutenant can reach them.

Meanwhile, Neo is seen pulling a hidden blade from within her umbrella and approaching the unconscious Yang. She prepares to deal the finishing blow, grinning sadistically while doing so. Suddenly, a masked warrior - raven-haired and clad in red and black - comes out of nowhere and knocks Neo back. Neo's eyes change from brown and pink to white, mirroring her fearful expression. The mysterious swordswoman slowly draws her sword again - long and crimson red - and holds it up intimidatingly. Neo, realizing the imminent threat before her, wastes no time and disappears in a flash. The swordswoman looks down at the still unconscious Yang, and slashes her sword to the side, opening an eerie red portal. She walks away from Yang and into the portal. At that moment, Yang regains some consciousness and slowly gets back up. As she opens her eyes again, she gets a brief glimpse at her rescuer before the woman disappears. Yang rubs her head, still reeling after just regaining consciousness, before standing up and leaving the scene.

Back to Ruby and Oobleck, the Doctor dodges a couple swipes from the Paladin, and then runs to the top of its head, and shoots it in its engine before jumping back down. Ruby twirls Crescent Rose around a few times, and then she and Oobleck fire simultaneously at the Paladin's feet, knocking it off the train. The both of them switch positions.

Oobleck: Ruby! You go on ahead!

Ruby: But-

Oobleck: Don't worry, Ruby. It's time... I teach them a lesson...

The Doctor goes to take on two oncoming Paladins. Before she leaves, Ruby notices the saddened Zwei looking up at her. She smiles and motions for him to go join his new friend.

Ruby: Go.

With that, Zwei expression changes dramatically and barks happily before running off to fight alongside the Doctor. Ruby hurries to the front of the train. The remaining members of Team RWBY reemerge from the train cars to rejoin their leader. Ruby looks on worriedly as she realizes the train is on a collision course with a thick concrete wall.

Blake: What do we do?

Ruby and Weiss smile at each other, and the latter forms an ice shield to protect her teammates, bracing themselves for the impending crash. The train crashes into the wall, the explosion causing the screen to go white.

The camera switches to Ruby's first person perspective as she recovers from the collision. She hears the sound of an emergency alarm blaring as her vision comes back with buildings into her view. She turns her head to the lower right and sees Blake and Yang slowly getting back up, her sister coughing as the dust settles. She turns her head again and sees Weiss sitting up against a large piece of debris, who also gives a thumbs up at her team leader signaling she's okay. The camera switches back to show Ruby as she sits back up. The team of huntresses then notice, much to their chagrin, that they have returned to the central part of Vale, and multiple civilians in the area notice them among the debris. Ruby hears the sound of low rumbles and growls from behind her. Suddenly, a giant King Taijitu emerges from the hole, and multiple Grimm start pouring into Vale. The civilians scream as they attempt to flee the chaos. The sounds of screams and roars fill the air, and all Team RWBY can do is watch in horror. Cut to a close up on Ruby, her expression changes from worried and scared to angry and determined. The alarm continues to blare as the screen suddenly cuts to black...

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