The airship closed in on the location of the drop zone rather quickly in the stark black of the night sky.

"Let's remember the mission this time, Yang!" Ruby shouted at her sister as they rapidly approached the drop zone, pulling the bolt on Crescent Rose.

"Hey, I thought it would be fun riding a Nevermore!" Yang retorted, then added, "And for the record, I did kill it, so I was technically participating in the mission!"

"Let's go!" Blake interrupted the two, and Team RWBY leapt off of the ship, the professor behind them following.

They landed with ease on the concrete of the abandoned facility. Yang was the first to land, being the heaviest, followed by Blake, Ruby and then Weiss. Then the professor accompanying them landed behind them.

"Alright, girls," said Professor Cyrus Axton, drawing his assault rifles and balancing one on his shoulder, "Remember the mission. You, especially, Long."

Yang threw up her hands as if to say, "Why only me?!" but the others ignored her and moved on.

"Do not forget, girls," Axton said as they ran forward and ducked beside a low wall, "Kill-capture order on Roman Torchwick. Priority is capture."

"Got it," Ruby confirmed, drawing Crescent Rose. She peeked over their cover and propped her rifle onto the low wall, then peered through the scope. She swept the sight across the surrounding compound. "Two on the balcony, two on the left, guarding that entranceway. A couple in the windows over that way. Sniper rifles and a spotter each."

Axton swore. "This one'll be difficult with those snipers around. Ruby, you said they have spotters?"

"Yes, sir," Ruby replied.

"Damn it," Axton said, peeking over the cover and mentally marking the snipers, "Belladonna, get their attention. I will find a way in to take care of them. Long, take out the ones on the balcony. Schnee and Rose, take out the guards at the door. On my mark."

Axton stalked away quickly, heading for a doorway nearby that led into the snipers' nest. Several moments later, they heard on their Scrolls, "Now." Blake vaulted over the low wall and dashed forward, leaving an afterimage behind. She got away safe while the guards focused on her decoy. The snipers went to fire when they suddenly toppled sideways, leaving the rest of them vulnerable. Yang, Ruby and Weiss vaulted over the wall and Yang sprinted forward, then leapt up, slamming a fist into each of the goons on the balcony and sending them into the wall behind them to knock them out. Weiss dashed forward and knocked a man down and Ruby slammed the blunt end of the Crescent Rose into the final thug, sending him into the wall and knocking him out cold.

"Well done, girls," Axton said as he dropped out of the window, "But next time, try to do it without making noise, Rose."

"What do you mean? I didn't make any noise!"

"He hit the wall hard enough to shake the ground. That's noise." Axton moved forward and approached the door, then holstered his rifles. "We need to open this." He began the check the huge metal door as if there were a secret handle of some sort, but there was no visible way to open it. Yang had joined the group again at this point, and she moved to the door, grabbed the edge of the it, and peeled the door from the wall like a piece of paper. Axton scowled at her; he didn't like being shown up by a teenage girl. Yang ignored him and gestured for the others to enter, and they slipped past her and through the opening she had created. Axton frowned at her as he passed, and she smiled; she never liked him and he had never liked her, so they were even.

"After you," Axton said, still frowning, but she did as she was told and walked past him. As she entered the entranceway, however, a secondary set of doors slammed shut, locking Axton out and Team RWBY in.

"Ah, crap," Yang swore, and Ruby rushed hastily to the door. She began to knock on it and speak through it, but no sound was getting through. She pulled out her Scroll and tried to establish contact with the special ops professor, but the signal couldn't pass through the barrier.

"He'll find a way through," Blake said, drawing her Gambol Shroud, "We need to move on. Torchwick is somewhere in here, and we can't afford to lose him."

"Then let's get to it," Weiss added, "The sooner, the better."

Ruby nodded her agreement, and the four of them moved on, heading deeper into the compound. After a while, they came across a massive warehouse complex, with tons and tons of shipping crates and even a train on a set of rails that weren't shown on the blueprint during the briefing a few hours before. They were on the upper catwalks, looking down and watching everything below. Ruby spotted a dot of orange, flanked by a dot of pink and a dot of green.

"There's Roman," Blake reported, her eyes capable of seeing much farther than her allies', "He's talking to someone down there, I can't tell who. She's wearing all black and a mask over her face."

"We need to get down there and take care of them!" Yang whispered, standing back up from her crouched position, her gauntlets unfolding over her wrists.

"We need a plan first," Ruby said, scanning the area and mentally marking the locations of the different White Fang goons posted throughout the base. Yang had a point; they might leave at any time, and if they got away, that meant a failed mission and an escaped criminal once again.

"Wait, those are Dust crates down there," Weiss said with disapproval and disgust as she pointed to the stacks of crates below, "Schnee Dust."

"Stuff's explosive," Yang commented, grinning deviously, "Maybe if we could set it to blow, we could cripple the train and keep Torchwick from escaping!"

"Smart idea," Weiss replied, "Easier said than done. Nothing explosive here, and if we set it to go off, there's a chance we could drop the ceiling on top of us."

"We can do it from a distance," Blake interjected, "I've spent enough time as a WF operative to know how to rewire a communicator into a detonator. We just need one and a little bit of explosive."

Suddenly, the scream of a firework filled the air, and the girls glanced over the catwalk's edge.

There was a projectile heading straight for them.

It hit the catwalk and exploded, blowing it apart. Ruby dashed away, getting to a safe area in time to avoid falling below. Blake fired the Shroud in whip form, then used it as a grappling line to swing to a safer platform, Weiss doing the same with her glyphs and landing beside Blake. Yang plummeted to the ground below, then turned herself around to direct a punch to the ground—her Asteroid Punch, as she liked to call it—and slammed her fist into the ground, releasing a massive explosion around her that sent anything lighter than five hundred pounds flying. She stood up with a grin on her face and facing Torchwick and his lackeys.

"Well, hello, beautiful," Roman said, standing back up after being knocked down, "I remember you being the reason I had to take out that insurance claim on my brand new toy!"

Ruby leapt from her position and used Crescent Rose to wind around a pipe on the way down, then launched herself from it, slamming feet first into the ground beside Yang. She stood up and spun her scythe around, entering fighting position. Blake and Weiss landed on either side of the sisters, their weapons drawn, and the team stood together to face the crime lord with the Schnee Dust crates behind them.

"Oh, great," Roman rolled his eyes, "Just what I need; a little girl and her pussy posse to come and slow me down again!" He leaned on his cane and glanced back at the train. "Not to worry. You know how I mentioned my new toy before?"

The sides of the train cars suddenly slid open, revealing the metal behemoths that were the Paladins.

"Yeah," Torchwick smirked, "I couldn't help but get a few more. It's nice to share and all, but it's way more fun if all your friends have the same toy, you know?"

Several Paladins stepped off of the cars and entered combat mode, activating their guns and aiming them at the team. These things were made to kill Deathstalkers with ease; what short work could multiple Paladins make of a few Huntresses-in-training?

Ruby saw Yang glance back, and she nodded in approval. The team began slowly walking backwards, keeping the Paladins in front of them. They passed the crates of Dust, and when the Paladins were directly beside them, Ruby shouted "Iceflower!" She switched Crescent Rose to its rifle form and aimed at one of the crates, and a path of glyphs lined up with the muzzle—Weiss doing her part. She pulled the trigger. A bullet spat from the barrel of the sniper rifle and through the glyphs, setting the bullet ablaze. It pierced the metal wall of the container.

"Take cover!" Ruby shouted, leaping backwards. The others followed suit, keeping beside her at all times.

The bullet had ignited the volatile Dust inside the crate and had caused an explosion. The doors of the container busted open and sent flaming pieces of the container into the Paladins, obliterating one of them and disabling two other ones. The fourth—and last—Paladin opened fire, but it didn't get a hit on them as Yang fired a gauntlet toward the other crate. It produced the same effect that the first one had, destroying the crate and the Paladin beside it in a fantastic explosion. He entire compound rumbled.

"Come on!" Ruby dashed forward and jumped over the wreckage, followed by Blake, Weiss and Yang. They landed on the other side but Roman was nowhere to be seen. The train, however, was wrecked by rubble from the ceiling, which was now collapsing above them.

"Where'd he go?!" Yang shouted, looking around.

"I don't know, but I think we need to get out of here!" Ruby looked up and spotted a massive chunk falling from the ceiling. It was falling right toward Blake. It slowed down as it drew near, as did everything else around her. Ruby dashed forward and dove, slamming into Blake and carrying her away from the path of the debris. It hit the ground and shook the floor violently.

Ruby stood and helped Blake to her feet, then looked around. The electric lights were gone, having shorted out for some reason or another, but everything was lit by the fires that now spread up the walls and across the floor where fuel had leaked from the fallen Paladins. The upper catwalks and rafters had been destroyed, and the ceiling was still collapsing. That left only one way out: through the train; surely the tunnel was still at least somewhat intact.

"Get on the train!" Ruby shouted, and the others acknowledged her order and obeyed, running for the train. Ruby stopped outside of the open cargo cars and waited for the others to enter. They did so, and she boarded the train, the hinged walls closing down over them.

The others were already moving through a smaller door on the end of the car, and she moved to follow, but when she reached the door, it slammed shut.

"What the..." She said, trying the handle and looking through the window. She watched as the car in front of this one pulled away, having been uncoupled previously. Her heart sank.

She was now trapped in a giant metal box beneath the burning rubble of the collapsing compound while her teammates left her behind. There was no escape.

Time slowed when she noticed that one of the inactive Paladins was leaking fuel. The puddle had nearly reached the fiery rubble that had broken through the roof of the train car. She didn't have time to react as the burning rubble ignited the fuel and everything became engulfed in flames.

"No, no!" Yang shouted, banging on the door—which had locked behind them—as the train pulled away from the uncoupled car. "No!"

"Yang, come on!" Blake said, but when she went to pull Yang away, she yanked her arm back and sent a punch into Blake's face, toppling the Faunus girl and flooring her. Weiss frowned and moved quickly to the front of the car, opened the door, and drew Myrtenaster. It rotated to blue, and she plunged it into the coupler, freezing it. The tension created by the weight of the train car and the next car pulling ahead caused it to shatter, separating the car from the train. It slowed in no time, and halted completely after several seconds.

Yang wound back and sent a punch into the door, blowing it open and allowing her to exit, which she did. She leapt out the back and began to run for the train car that Ruby was still inside of. She picked up the pace into a sprint, straight toward the burning car.

"Yang!"

Blake's voice echoed in her ears, but she didn't register it. She kept running.

Then the train car exploded.

A wave of superheated air whipped past Yang, blowing her hair back and forcing her to stop running. She covered her face with her hand to protect herself from the tiny bits of debris.

She lowered her hand and looked at the train car. Her heart sank like a stone as she saw the train's remains smoldering in front of her, nothing left behind but burning wreckage.

"No," she whispered, the realization dawning on her.

She fell to her knees. Tears stung her eyes.

It couldn't be.

Hot tears began to stream down her cheeks. Her tears dripped from her face to the gravel beneath the tracks, soaking the stones wherever they hit.

No, she thought to herself, this can't possibly happen. I promised Dad I would take care of her. I promised her I would take care of her.

I promised myself I would take care of her.

She didn't register the footsteps behind her as she covered her face with her hands and wailed in grief. An arm wrapped around her shaking shoulders, a hand rubbing her back gently. More footsteps, these ones more rapid.

"Are you girls alright?" Professor Axton asked as he ran around the train car. He looked around, spotting Blake beside a kneeling Yang, and Weiss was still on the train car, standing in the doorway and staring at the wreckage in disbelief, slack-jawed and baffled. Ruby wasn't there. He then noticed Yang wasn't just kneeling; she was crying. He put two and two together a moment later and his heart sank.

He slowly reached for his Scroll and raised it to his ear.

"Agent Rose is KIA."