A/N: Yet another story that has been benched for too long finally gets back into the light. After conversing with my co-author, I am finally able to get The Rogue Vol. 2 running again, and not a moment too soon.

So, from macjack662 and myself, here it is folks!

X

"Together, we would have been like gods."

Young Paxton and Adrian played with their toy guns together in their room, having fun.

Later that night, while the boys slept, Harlan entered the room. Going to the younger boy's bed and taking the toy from him, sending a leer at the older child before slipping out of the room again.

"But, he always made sure that we would be enemies. Filled with distrust. With...Fear."

Paxton couldn't find his gun while Adrian played with his. The two boys soon began to fight over the toy, the eldest of the two overpowering the youngest and accidentally throwing him into the tv stand.

Before Adrian could check on him, Paxton started screaming. Thrashing his arms and legs around causing the lights to flicker and the furniture to be tossed around.

"She tried to call us both."

The two boys sat in their room, far away from each other. Adrian in the center while Paxton sat rocking against a wall.

"But only I could hear her. Share her pain."

The youngest boy perked up, as if hearing something that only he could.

"She could not reach you, but still you hated HIM. Just as mother and I did."

Paxton was taken from the room again, this time not brought back until much later in the evening. Collapsing into his bed without a word to Adrian.

"All he did, brother, was give us life."

The older boy watched as the younger one continued to draw on the walls. The strange roots and shadows he was sketching becoming darker and more terrifying.

"It was mother, that gave us purpose."

The markings were now all over the floor. Adrian sat on his bed, watching as Paxton continued his work without end.

X

Adrian's eyes snapped open, the last tendrils of his dream vanishing when the feeling of something being wrong struck full force.

Sitting up, he immediately noticed that Ruby wasn't beside him while everyone else had been in the same positions they had been when watch duty had been changed.

"You're little rose has gotten herself into a bit of trouble, brother." Adrian's eyes snapped to Paxton as he leaned against the crumbling wall with a knowing smile.

Yang stepped back into the room with a stretch and a yawn, "Hey, Weiss. It's time..." she paused when she saw the former FEAR operative awake and on alert. "Adrian? What's up? Where's Ruby?" she asked when she didn't see her little sister around.

"What's going on?" asked Weiss as she and Blake awoke with all the noise. Any answer was cut off when Zwei came running into the room and barking loudly.

"Zwei?" the buxom brawler questioned, now getting worried.

"Grab your weapons!" Oobleck exclaimed, appearing in the doorway with a serious expression, "You're leader may be in trouble."

X

Ruby groaned as she slowly sat up, rubbing her back and looking up at the large hole in the ceiling she had just fallen in from.

Getting to her feet, she found herself on a flat surface that overlooked a chasm; and at the bottom of that chasm were buildings. Directly beneath the ones on the surface.

"Whoa..." the cloaked girl couldn't help but say in awe. Not expecting there to be another city underground. Infact, the surface she was currently on was another building that had been underneath the street she fell through.

A loud slam behind her had Ruby spinning around to see a door open and three ATC soldiers coming out with weapons drawn.

"Freeze!"

"Where did she come from?" one of the three soldiers said while the second approached the young leader.

Ruby tried to step back, but flailed when she nearly fell off the edge of the building. "You're a long way from home, little girl." the soldier said, grabbing her arm and yanking her forward.

"Hey! Hand's off!" she shouted, shoving the man back and reaching behind her for her weapon...only to find the clip for it on the back of her belt empty.

Gasping, Ruby couldn't react fast enough when an assault rifle stock struck her in the back of the head, sending her to the ground.

"Call the Commander, let him and carrot-top know we got an uninvited guest." the lead ATC soldier said to the others before bringing his boot down and knocking the girl out completely.

X

The team, lead by Zwei, made it to the hole in the ground where Ruby disappeared. Finding a familiar weapon laying a few feet away from the opening.

"Ruby's scythe!" Yang shouted as they stopped beside it.

Adrian lowered his own weapon and picked up his soulmate's prized possession. His eyes trailing to the hole in the street that led to complete darkness below.

"Do you think she fell?" asked Weiss, standing at the edge and looking down.

"Oh my," Oobleck said, scratching his chin. "Of course, of course, of course, of course!" he shouted before he began pacing around.

"What is it?!" said Blake.

The doctor shook his head, "How could I be so stupid?! Mountain Glenn. An expansion of Vale that was inevitably destroyed by creatures of Grimm! 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 increase! Population in danger, now desperately searching for shelter! City evacuates into the metro tunnels! And what do they find?!"

No one said a word as he immediately continued his rant, "The South-East quadrant of Vale is known for wild forests and deep caves!"

"Doc! What are you saying?!" demanded Yang, wanting the man to get to the point.

"My dear, we're not just looking for an underground crime network! We're looking for an UNDERGROUND crime network!" Oobleck exclaimed.

"They've been working in caves?" said Blake.

The huntsman waved her off, "No, no. Mountain Glenn was Vale's first serious attempt at expansion. It 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 has to protect its borders, Mountain Glenn was doomed from the start."

Oobleck motioned to the sink hole, "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 to cut themselves off from the surface."

"An underground village?" Yang asked skeptically.

"In a manner of speaking, yes." replied the doctor. "A safe haven...until...an explosion opened the mouth of another cavern. One filled with subterranean Grimm. After that, the kingdom officially sealed off the tunnels, creating the world's largest tomb."

A silence filled with dread surrounded the group. "If Ruby is down there." said Oobleck, bringing up his thermos as it mecha-shifted into a lance. "We must find her."

Adrian turned and stepped away from the group. Attaching Crescent Rose to the back of his belt before turning around and running forward, surprising everyone as he jumped and plummeted into the darkness without a trace of hesitation.

"Mr. Wade has the right idea! Tally-Ho!" Oobleck bellowed as he jumped in after the former FEAR operative.

Yang picked up Zwei and followed them with Weiss and Blake behind her.

X

When Ruby regained consciousness a second time, she found herself being dragged along the ground. Each of her arms being held by an ATC soldier as they brought her through an open area.

Scanning her silver-eyes around, she saw both White Fang and Armacham forces working side-by-side. Moving crates and other supplies onto train cars on a track that ran through the underground city.

The young leader also took notice of several Paladin mechs stomping around and moving larger crates as well.

"Hey! Careful with that!" Ruby spun her head and saw two ATC soldiers fighting with a pair of White Fang grunts in a train car. "You dumb bastards trying to kill us!" one of the soldiers exclaimed while they all stood around a large device that looked suspiciously like a bomb.

"Commander! We got something." One of the soldiers dragging the girl shouted when they came to a stop by the train.

"Better be important, got enough issues without you fuck-heads distracting me." a gravel-like voice responded. Ruby turning her head to try and see who had spoken while her captors reported in.

"It's that trespasser we radioed in about, sir." answered the other soldier.

Through the door to the train car, an old grizzled soldier in ATC armor with a cigar in his mouth stepped down. His sharp eyes zeroing in on Ruby with laser-like focus. "So it is. Didn't know they sold Girl Scouts this far out in the big suck." the man said around his cigar.

The soldiers brought the girl up, keeping her between them to make sure she didn't get away. "Now, I'm gonna ask you nice." the man said, blowing smoke in Ruby's face. "Where did you come from?"

Silver eyes glared back at him, but the young leader didn't say a word

Rolling the cigar in his mouth, the Commander launched his fist forward and drove it into Ruby's stomach. The girl doubling over and coughing violently when the air was driven out of her lungs, the soldiers holding her up dropping her to the ground as she tried to gasp in air.

"I'm not a patient man, kid." the soldier said leering down at her when another voice spoke out.

"The hell's going on out there Vanek?" out of the box car stepped Roman Torchwick, the criminal mastermind surveying what was infront of him and blinked in surprise. "Well, wasn't expecting to see you down here, Red. I gotta say, you're not nearly as threatening without that over sized gardening tool of yours."

Ruby glared at Torchwick in defiance as he looked to the Commander. "How'd she get here? You said your guys had perimeter control?"

Vanek glared at the man, wanting nothing more than to put a bullet in his head and be done with it. "Must have come from up top. I thought you said this place was secure?" he fired right back.

Rolling his eyes, the criminal knelt down to Ruby's level and put the end of his cane under her chin. "How DID you find this place, Red?"

Ruby growled before vanishing in a burst of rose petals. Everyone tensed and immediately started searching for the huntress in training.

"Sir!" one of the ATC soldiers exclaimed, pointing ahead to show the girl making a run for it.

"Permission, Commander?" another soldier said, raising his weapon and locking on the back of Ruby's head.

Vanek puffed the last of his cigar before dropping it to the ground and crushing it beneath his boot. "Stand down, I got this." he raised his right arm and made a fist, a gun barrel coming out the top of his arm-guard.

A burst of static discharged from the weapon, a bolt of energy leaving the barrel and flying after the girl and struck her in the back. She seized, volts of electricity arcing over her small frame before she collapsed.

"Gather her up and lock her in a crate, we'll interrogate her later." the Commander ordered as his men went to retrieve the cloaked girl. They had just reached her when an explosion was heard somewhere within the caves.

"Oh, what now?" Torchwick griped.

"Commander! We got trouble out here!" Vanek's radio went off.

"What the fuck's going on?!" The man demanded.

"These fucking kids and a huntsman came out of nowhere and started blowing and shooting shit up, sir! They're tearing through our guys and the fang!"

"Well stop holding your dick and take them out!" the Commander bellowed.

"THE PROTOTYPE'S WITH THEM! WE CAN'T HIT HIM! HE'S JUST-GAHH!" the line cut out with the sound of gunshots and explosions. The same sounds they could hear echoing through the ruins of the underground city.

In the distance, they could all make out a small group fighting their way through the opposition in their path.

Torchwick turned to the White Fang thugs in the box car, "Get this thing hooked up, spread the word!"

"But we're not finished!" one of the Faunus replied, he was silenced when a gunshot went off and half his head exploded.

Vanek lowered his side arm, "Anyone else?" no one questioned him, "Then get this shit done!" A Phase Commander stepped up beside him, energy channeling along their power armor in preparation to fight the coming group. "Not you." the Commander said, holding his arm out and stopping him. "I need you on that train, make sure it gets to where it's going."

"What about the freak?" questioned the larger soldier.

"Aristide can play with his corpse." answered Vanek as he turned to the rest of his men. "Gather the others, we're bugging out too."

X

Adrian tore through ATC and White Fang soldiers alike, Shade in its sword form swinging in wide arcs with the blade slicing through flesh and armor. Yang and the others were keeping pace with him, their weapons joining his in clearing out the opposition as they continued to search for Ruby.

"This is definitely not a small operation." Weiss commented, sending a wave of fire dust from her rapier and sending several White Fang flying from the explosion that followed.

Blake's head snapped up, her hidden ears twitching when she heard something through the air. "SNIPER!" she screamed just as a bullet came at her from a nearby rooftop. The Faunus quickly made a shadow clone of herself to take the hit while she rolled out of the way.

Yang raised her arms and fired a barrage of explosive rounds at the roof where the shot had come from. The ATC soldier wearing a dark cloak and a face mask with a sniper rifle fell when the edge of the roof collapsed under the barrage.

"Keep pressing! Ruby has to be here somewhere!" Oobleck called out, swinging his lance and catching a White Fang soldier in the head. Zwei started sniffing the ground before barking a couple times and running in a specific direction.

"Zwei's got her scent!" Yang called out. Adrian reloaded his weapon as they chased after the corgi, moving along a set of train tracks until they saw someone laying beside them wearing a familiar red and black outfit.

"RUBY!" the buxom blonde shouted, she and the former FEAR operative dropping on either side of her as she began stirring.

"Y-Yang? Adrian?" the young leader groaned as they helped her sit up. Her sister and boyfriend wrapping her in a hug as the others regrouped with them.

"Are you okay, Ruby?" asked Blake.

Ruby nodded before gasping, "Torchwick's got all sorts of weapons and robots down here! All of them are loaded up on train cars!"

"That's ridiculous! These tunnels are sealed, the tracks lead to a dead end." stated Oobleck just before a loud screeching could be heard throughout the cave.

"Get to your places, we are leaving now!" someone broadcasted over the old PA system. This alert was followed by a loud horn and the rattling of wheel's on a track.

[They're planning something with that train.] signed Adrian while handing his girlfriend back her weapon as they saw the train beginning to depart into the tunnels.

Ruby tried to call for backup, but the signal was being blocked since they were underground. "We're on our own guys."

"What do we do?" asked Weiss.

"I believe we only have one option." said Oobleck, readying his lance.

Crescent Rose unfolded in Ruby's hands as the rest of the team prepared themselves. "We're stopping that train."

X

Thundering down the tracks in the old tunnels beneath Remnant, the train picked up top speed. White Fang and ATC soldiers standing guard on the dozen or so cars carrying supplies, weapons and mechs to their destination.

In the engine car, Roman stood at the helm with both hands resting on his cane.

Cinder was going to be pissed. They were too far ahead of schedule for this, but he had no choice. Those damn kids kept showing up where they shouldn't and fucked up his plans time and time again. He only hoped his decision to go ahead with the next stage of the plan so early wouldn't come back and bite him in the ass.

The criminal mastermind winced, holding the side of his head when a sudden headache overcame him. He felt dizzy, his vision a little hazy...and he could have sworn he heard someone whispering.

Almost as quickly as it happened, the feelings all faded away. Shaking his head, Roman tried to make sense of what had just happened when he felt warmth dripping down from his nose.

Dabbing a gloved finger to it, he pulled his hand away and saw it was blood. "Dammit, all the idiots around here probably gave me an aneurysm or something." he muttered.

He failed to notice the little girl in red standing behind him, her glowing eyes watching.

X

In the rear-most car, a lone Fang stood. All his senses on alert incase one of the intruders back at the village had gotten aboard.

He didn't see the shadow behind him until his mouth was covered and a flash of metal crossed his throat. There was a brief spray of crimson before his body was thrown off onto the tracks.

A second Fang came out of the car only to be bashed off the train by Oobleck's lance. "I must say, your brutal style surprises me, Mr. Wade." the doctor said to Adrian as he sheathed his knife and took out Shade. "But I admire your dedication to doing what needs to be done in high stakes situations."

The two males climbed up to the top of the train where the girls were waiting.

"Alright, children!" the Doctor said over the roar of the train on the tracks. "We must get to the front and stop this train!"

"Uhh, Professor?" said Weiss from beside an open compartment in the car they were standing on.

"Doctor." Oobleck corrected her tensely as the heiress pointed inside.

"What's that?"

Everyone looked inside and saw a wired device with a blinking LED screen on the top.

[That's a bomb.] Adrian signed, looking at the explosive closely, [High yield, on a remote timer.]

"We got baddies!" Ruby called out, pointing ahead where several squads of White Fang and Armacham soldiers were climbing onto the top of the train and coming their way.

"Well, I didn't expect them to go-" Oobleck was cut off when the bomb suddenly became active and started beeping loudly. "Easy on us. Time to go! Blake, detach the caboose, It'll kill us all!"

The cat-faunus nodded, the others jumping to the next car as she dropped down to the coupling. Taking out her weapon to cut it from the rest of the train...only for it to be released automatically.

"Huh? It detached itself!" she called out to the others.

"I guess he really doesn't want us on this train!" Yang called back as her partner rejoined them.

The released car drifted back down the tracks several meters before it exploded. The ceiling of the tunnel caving in. "This isn't good..." the Doctor said, feeling uneasy about the situation.

"Neither is this!" Ruby shouted, revealing the open hatch on the car they were now on and showing another bomb inside. Adrian ran ahead to the next car and open the hatch there to see yet another.

[They all have bombs!] he signed as another bomb came online and the car it was in was detached, forcing them to jump off and onto the next one just as their enemies converged on them.

RWBY-A readied their weapons and went on the attack, bodies of faunus and ATC alike went flying off the train from their combined assault. None of them standing a chance against the huntresses in training and their super soldier team mate.

Oobleck turned back to the tracks behind them in time to see the car that had just been released explode, causing another section of the tunnel to cave in. And with it dozens of Grimm of various species and sizes dropped in, roars and shrieks echoing through the tunnels as they started to chase after the train.

The huntsman felt dread seep into his veins. "Oh...Dear...He's leading Grimm to the city!" he shouted to the students.

"What?!" Weiss shouted in alarm.

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

"That's insane!" Blake shouted, as another car was released from the train and began to drift back down the tracks.

The Doctor addressed the team, "You four, go below and try and stop those bombs!" he motioned to Yang, Adrian, Blake and Weiss. "Ruby, you and our canine friend will stay up here and try and stop this train!"

Adrian put another couple of rounds through another ATC soldier before slamming his foot down on the hatch under him and making an opening. Sending a fleeting look at his soulmate before dropping into the train car with Yang, Weiss and Blake behind him.

"I guess this is what we've trained for." said the blonde brawler, Weiss handed Blake a clip of dust rounds while the ex-FEAR operative reloaded Shade. The sounds of explosions was heard from above as they started toward the front of the train.

Their progress halted when a familiar white, pink and brown colored woman dropped infront of them. Her eyes switching between those same colors as she sent them a cocky smirk.

"This one's mine. You three go on ahead." Yang said sharply.

Neo stepped forward to stop them, but an explosive round from the brawler had her avoiding the blast while the trio ran past her to the next car. More rounds could be heard going off as Yang took on the tri-colored criminal as they entered the next car.

The sound of a chainsaw revving loudly had them slowing down.

A lone White Fang soldier stepped out from behind a stack of crates. Short black hair wearing a full face mask and a sleeveless vest that showed off tattooed arms. A large chain-sword dragging behind him shooting up sparks.

"You two keep going!" Weiss shouted, bringing out her rapier and deflecting several blows from the Faunus and giving her team mates an opening to keep going.

Entering the next car, Adrian and Blake saw a clear path to the engine car and sprinted forward-

An explosion of electricity forced them to jump backwards in time for a Phase Commander to step out of the portal he had created.

Adrian cocked the bolt-handle on Shade and motioned to Blake, [Get Torchwick, stop this damn thing.] he signed, not taking his eyes off the soldier in power armor.

"End of the line, brats." The Phase Commander grunted, cracking his knuckles. The young super soldier fired his weapon, the bullets being absorbed by the barrier surrounding the man's armor. The distraction allowing Blake to run past, creating a shadow clone to avoid getting struck down.

Firing several more rounds at his larger opponent, Adrian prepared for the fight that was coming.

"Been looking forward to this, freak." the Phase Commander said, the energy surrounding him surging as he charged the former FEAR operative.

X

A/N: RWBY Volume 2 canon is coming to a close soon, and with it the beginning of Volume 3. But before all of that, the team has to survive the train ride from hell.

The battle with the first Phase Commander is next time, and if anyone's played F3AR, then you know the power armored soldier is anything but a push over. But the former Point Man just might have a bit of help in his fight...and perhaps the others just might as well.

The next update is coming soon folks!