before we start i want to let you know your see character/ names that belong to characters from forgotten ones  like Riptide and a few others as yes i add a few to the story but we wont be seeing much of them for now there mostly for back ground characters 

any way on with the story

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last time on Atlas clone army...

mean time Team RWBY are shown entering their dorm room as yang sighed "Ugh, we should have never let him play!"

"You're just mad cuz' the new guy beat you! See, if you had just attacked when I told you none of this would have happened." Ruby says as she smirked at her sister

As they enter, Blake approaches the door to leave "Stop" Weiss says as she points at Blake. Blake's hand retracts from the door knob. " Lately you've been quiet, antisocial and moody!"

"Uh, have you met Blake?" Yang ask confused

"Which I get is kind of your thing, but you've been doing it more than usual! Which quite frankly, is unacceptable! You made a promise to me, to all of us, that you would let us know if something was wrong! " Weiss says as she Flips through the air as six copies of her emblem fly through the air. "So, Blake Belladonna, what is wrong!? "She points her finger at Blake again" she ask as Weiss is shown to be balancing precariously on a chair's back feet. She quickly puts the chair away and returns to stand near the girls.

"I just, I don't understand how everyone can be so calm." Blake says

Ruby approaching Blake "You're still thinking about Torchwick?"

Blake look at them all "Torchwick, the White Fang, all of it! Something big is happening and no one is doing anything about it!"

"Ozpin told us not to worry. Between the police and the Huntsmen and now the Clones from Atlas, I'm sure they can handle it." Yang says counting them off on her hand

"Well I'm not! They don't know the White Fang like I do!" Blake argued back

"Okay, between blowing up nightclubs, stopping thieves, and fighting for freedom, I'm sure the three of you think that you're all ready to go out and apprehend these ne'er-do-wells!" Weiss says as she sigehd "But let me once again be the voice of reason. We're students! We're not ready to handle this sort of situation!"

"Well yeah, but..." Ruby start saying

weiss cut her off "we're not ready!"

"And we may never be ready! Our enemies aren't just going to sit around and wait for graduation day" Blake Yelled why Pointing toward the door. " They're out there, somewhere, planning their next move, and none of us know what it is, but it's coming! Whether we're ready or not!"

Ruby raises her hand and does other random gestures, while looking manic." Okay, all in favor of becoming the youngest Huntresses to single-handedly taking down a corrupt organization conspiring against the Kingdom of Vale... say aye."

Yang pumps her fist enthusiastically and points at Blake "Yes! I love it when you're feisty!"

"Well, I suppose it could be fun." Weiss says

"None of you said aye!" Ruby Pouts and sighes

"Alright then, we're in this together!" Blake says smiling

Ruby smirked "Let's hatch a plan!"

Yang doing "Double-guns" at Ruby. spoke " Yeah!"

Ruby gasps as she freaks out "I left my board game at the library!"

Weiss Places her hand to her head "We're doomed."

Ruby start running out of the room and down the hallway " I'll be right back!" she says as The sound of collision is heard as Ruby seems to slam into the camera and disappears offscreen " Oo-oof! Oh g-! Sorry. Are you okay?" she ask looking up

" I'm fine. " Emerald offers her hand as she smiled " Just watch where you're going. " she says as Ruby is shown to be slouched on the ground as she takes Emerald's hand. Mercury stands beside them.

"Oh, right, sorry." Ruby continues to speak as Emerald helps her to her feet "Um, I'm Ruby! Are you new?"

Emerald steps aside to reveal Cinder as she approaches." Visiting from Haven, actually." Cinder says as Emerald turns to look at her.

Ruby stares for a moment and Cinder stares back "Ooh! You're here for the festival! But exchange students have their own dormitory."

Mercury look at her "I guess we just got turned around."

Ruby smiled "Hey, don't worry, it happens all the time." she says as Mercury and Emerald walk past Ruby " Uh, your building is just east of here." ruby says

"Thanks" Cinder says as she walks past Ruby, gesturing in acknowledgement" Maybe we'll see you around." she says

"Yeah, maybe! "Ruby says as The camera shifts to show the faces of the trio as they continue to walk away. Behind them, Ruby can be seen waving. " Oh, uh, and welcome to Beacon! " Ruby yells as Cinder grins evilly and her eyes glow menacingly as the screen fades to black and the chapter ends

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now we contuine

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Intro 

https://youtu.be/eRcCxv119gQ

https://youtu.be/rpAfCxXctlY

The opening ends to Weiss patiently waiting out the minute left on her holographic clock displayed from her desk in the classroom of Professor Peter Port, whose dialogue is merely background nonsense as Jaune slides up next to Weiss as Jaune spoke "So, Weiss, y'know, uh, I-I was thinking after this, maybe we could go grab a bite to eat?" he ask as he Turns to the teacher for a second, then turns back around "And, uh um, I-I've got two tickets to that new Spruce Willis movie, if you wanna make the trip to Vale. I hear it's awesome" he says as he pauses as his words have no effect. " Aaaand maybe after that, we could study together? I mean, you're smart and I'm, uh... Y'know."

Finally, the clock in front of Weiss gives a shrill beep as it changes from 3:59 to 4:00, and she dismisses it with a wave of her hand. The professor is temporarily unaware of the alarm  as port posing as a towering monster about to attack" And then I— Oh." he Straightens his stance as the students start to leave " Timed that one wrong, I guess. Well, the stunning conclusion to this story will have to wait. Until next time!"

Jaune watching Weiss as she packs up her Scroll "Weiss? Did you hear me?"

Weiss Not even looking at Jaune as she walks away "No, no, no, yes."

Upon hearing this, Jaune groans and does a faceplant into his desk.  as Yang and  the rest of Team RWBY walks out of class behind him, Yang ruffles Jaune's hair without even looking "One day." she says as they walk past

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A closeup of Ruby's hands as she straps the red laces of her shoes. Switch to a closeup of Weiss' hand gripping the handle of Myrtenaster strapped to her side. Switch to a closeup of Yang's Ember Celica over her left forearm as she slides the chamber. Switch to a closeup of Blake tightening the black ribbons around her arms. Switch to full view of Team RWBY's preparations, revealing their new outfits.

A closeup of Ruby's hands as she straps the red laces of her shoes. Switch to a closeup of Weiss' hand gripping the handle of Myrtenaster strapped to her side. Switch to a closeup of Yang's Ember Celica over her left forearm as she slides the chamber. Switch to a closeup of Blake tightening the black ribbons around her arms. Switch to full view of Team RWBY's preparations, revealing their new outfits.

 Blake approaching her bunk as she tightens her wraps "I thought that class would never end." she says

Ruby from her position sitting on the hanging bed " Alright, guys, today's the day! The investigation begins!" she says as she happily leaps off her mattress and onto the floor, arms raised excitedly. She almost lands on Weiss, who is on the bottom bunk.

 Weiss sarcastically spoke "I'm glad to see we're taking this so seriously."

 "Hey, we've got a plan! That's... moderately serious." yang adds in

 "Right!" Ruby says as she looks around at her teammates " Everyone remember their roles? "she says

Weiss stands up as the camera quickly shifts left to each member who state their objective "You and I will head to the CCT and check the Schnee records for any other Dust robberies or inconsistencies. Seeing as I'm in the family, it shouldn't be a problem."

 "The White Fang has regular faction meetings to hand out orders and recruit new members. If I can get in, I can hopefully find out what they're planning." Blake says 

  "I have an old friend on the shady side of town that typically knows everything going on in Vale. Getting information out of him shouldn't be too hard..." Yang adds in with a smirk 

 the camera dashing back to the leader as ruby spoke "Great! We'll meet up tonight near Yang to go over what we found" Ruby says pumping her fist "Let's do this!"

  "Yeah! " says a voice  as we turn right to a smiling Sun Wukong as he hangs upside-down by his tail in their open window. The whole team is taken aback. 

 Blake who was surprised and alarmed spoke "Sun!"

 "How did you get up there?" Yang cuts in

 "Ah, it's easy; I do it all the time." Sun says as he  smiled

 " you do what?!" Weiss ask alarmed 

  "I climb trees all the time! " Sun says Without reacting to Weiss' scowl, he flips into the dorm room "So, are we finally getting back at that Torchwick guy?"

 Blake stepping forward spoke "  We are going to investigate the situation... as a team."

 "Sorry, Sun. We don't want to get friends involved if we don't have to." Ruby says walking over to him

 " Psh! That's dumb! We should always get friends involved! That's why I brought Neptune!" sun says why gesturing out the window 

The girls lean out the window on top of one another cartoon-style to see the aforementioned teammate of Sun's standing outside, cool as can be as Neptune smiled " 'Sup?"

  "How did you even get up here?" Ruby ask confused

  "I have my ways." Neptune says The camera pans out to reveal that he is standing on a very thin ledge circling the building under the windows as he spoke nervously " Seriously, though, can I come in? We're like, really high up right now."

the girls help Neptune Inside the dorm room as the group are standing in a circle as Ruby lays down the new plan " : Alright, I'll go with Weiss; Sun, you can go with Blake." she says as she pushes Neptune past Weiss, he slips her a wink. Weiss looks mildly shocked but then comes to her senses quickly " And Neptune, you can go with Yang since she doesn't have a partner. Everyone good?"

  "Actually, Ruby, why don't you go with Yang? After all, she is your sister." Weiss ask wanting to go with Neptune

Ruby pushed Neptune, who is stiff as a board, up next to yang. When she is done pushing him, he rocks back and fourth looking nervous. Yang put her hand on his shoulder to stop him from rocking  "But, Weiss, who would go with you, then?" Ruby ask

Weiss move some hair out of her face and blushed " Well... I guess Neptune could come with me."

 Neptune puts on a suave look and points at Weiss as the team leader cracks up as ruby laughed " Hahaha, nah!"

Weiss is obviously less than amused, yet is powerless to stop Ruby from pulling her by the back out the door as Weiss sticks her arms out fruitlessly trying to get back to Neptune " But! But!" she says as she drag off

one by one the others start leaving walking out of the dorm and off to do there part of the Mission unknown to them  they were spotted leaving by 2 501st aka Arc trooper Fives and Arc Trooper Echo who decide to report this in

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up on the Atlas flag ship  aka Ironwood ship Rex was talking to Cody  who was up at the base in  Mountain Glenn witch they took back yesterday " how things going up there cody"

" slow rex.. slow but good we had some grimm come our way but took them out right now we finished repairing the wall and start setting up Turrets on there " Cody informs Rex

Rex smiled " good to hear   well stay safe out there " rex says

it was true cody would be stuck out there due to white fang spotted near by Ironwood want cody to stay at the base there and keep a eye on thing  and take out pockets of grimm in the area  " do not worry Rex we all good here thow Trapper on the way with the rest of the 212th and a few commandos as well thow you haired the talk about Admiral Rampart and Jacques Schnee Project they suggest to Ironwood  " Cody says

"yea  Project War-Mantle " Rex sighed as Project War-Mantle, also known as simply War-Mantle, War Mantle, was a new Program made by Admiral Rampart and Jacques Schnee to make a new Project a project to replace the clone with more Loyal solders that would be trained by the clone and then Replace them " yea i haird of it but i already spoke to Ironwood for now he refused there Project but that could all change" Rex says

" you do not think ironwood would go along with it not after all we done " Cody ask worried

" no ironwood loyal with us clones and we loyal to him i know he wont go with it " Rex adds in

" you are right " a voice says as the 2 turn and saw ironwood enter the room "  even thow the project sounds good i turned it down    as it is not need "  he stop at the tabel " reports"

" so far all good here sir like i was telling red we  been keep a eye on thing and take out pockets of grimm in the area and we also finished the wall repairs and start setting up turrets but so far no singe of any droids" Cody reports in

" good " Ironwood turned to Rex " any thing from you rex"

" well yes  and no " Rex says as he look at ironwood " arc trooper fives and echo were on the school ground on patrol when  they spot a group of student team rwby and 2 boys leaving  they did not hear much but it sounds like there looking in to going after the white fang"

" hmm this is Interesting and worrying" ironwood says rubbing his chin

" do not worry sir i already spoke to Commander Thorn he with his men down in vale at the  Stage where the new AK and all being shown off i informed him and he go this men on stand by and keeping a eye out  if some thing dose start to happen we be ready and to be safe i got Jessie getting the men ready here in case me and the boys need to go in and help " Rex informs ironwood as he then smiled " at the same time Thorn   got Riptide and a few others getting ready for tonight mission" 

" you mean to take down Roman" Cody ask shocked

" yep as we speak Thorn got his shock troopers and a few CT ready tonight there follow people to the white fang meet up we found and there breach and enter there Mission Capture Roman and any white fang officers they can " Rex says

" good  " ironwood says as he look to cody"  keep up the work both of you " ironwood says as he start walking a way letting the 2 clone catch up and talk

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mean time in  vale Penny stands alone near a two-story building with patio furniture and she is looking around nervously when a hand grabs her shoulder, causing her to jump. She turns to see Ruby grinning. She smiles in return. The scene moves to the two strolling down the street  "I wish I could help you, Ruby, but I don't know anything about those men." penny says

  "Well, what happened to you that night? We were all together, and then you just disappeared! Were you kidnapped?" Ruby ask worried about her Friend

Penny waves her hands  as a no " Oh, no! Nothing like that!" she say

 "Then where did you go?" Ruby ask Confused

Penny sighed  "I've never been to another kingdom before. My father asked me not to venture out too far, but... You have to understand, my father loves me very much; he just worries a lot."

 " Believe me, I know the feeling." Ruby says as she grin and Penny grins back. "But why not let us know you were okay?"

 "I... was asked not to talk to you. Or Weiss. Or Blake. Or Yang. Anybody, really." Penny says looking down sad

  "Was your dad that upset?" Ruby ask feeling bad

Penny look at her " No, it wasn't my father..." Before she can continue, she and Ruby hear the sound of megaphones announcing something, turning around the corner to look at the platform in the center of a plaza where the holographic image of James Ironwood is seen before six AK-130 Androids, who are in turn standing in front of two large metal storage cases with the spear-and-shield emblem on their doors.

Ironwood voice spoke threw the Hologram "The AK-130 has been a standard security model of Remnant for several years, and they have done a fine job. Wouldn't you agree? Wouldn't you agree? (the clapping of the gathered audience causes the drones to take a jerky bow) But... the kingdom of Atlas is a kingdom of innovation, and 'fine'... Well, that's just not good enough, is it? Presenting... the Atlesian Knight-200! " he says as the doors to the cases roll up, and six new, bulkier, shinier automatons stand at attention before knocking their obsolete predecessors down to the applause of the watchers " Smarter, sleeker, and admittedly, a little less scary. " he says  as the robots flex and pose as a demonstration "These models will become active later this year, but they won't be alone! Now, the Atlesian Military has always supported the idea of removing men from the dangers of the battlefield. However, there are still many situations that will undoubtedly require... a human touch....  So, our kingdom's greatest minds, in cooperation with the Schnee Dust Company, are proud to introduce... the Atlesian Paladin!"

Ironwood's image is replaced with the hologram of a robotic white behemoth, featuring hinged piston legs, large guns for hands, and a rectangular head, standing at least twice as tall as the Knights below it.

 ironwood voice spoke again "Now, we couldn't have them here for you today, but these mechanized battle suits will be seen defending the borders of our kingdom within the year! but for now i like for you to give your hands up for one of our other new Project that been helping to defend the kingdom for the last 2 years now i give you the Atlas Clone army"

groups of Clone troopers step out on to the stage the first were 4 shock trooper each holding a Staff with  Electro staffs  and with them were  6 phase 2 CT clone troopers with 3 holding DC-15S Blaster Carbine and the other 3 holding DC-15A Blaster Rifle as they stood on stage for all to see

( made the Image my self)

 we see people look in aww as ironwood spoke " thease  fine men cloned from a template of one of our best men were cloned and in 10 years we had a small army  and each of the clone  made and put in Different Legion as we have the 501st and 322nd one of our main and Front Line Regiments, the 212th more armoured and heavy support but also good for attacking head on, the 104th made to help in any kind of situation, the Clone shock troopers made to help Guard, Project and help stop crime and help the Police, Jet Unit a Unit made to going in to grimm areas and taking down Grimm nest, the Clone Commandos a Group of Elite Solders that go on missions no others would and help train the Clones and now our Normal Atlas Solders to we then have a few Naval officer, Gunners, Driver and Pilots each doing there own thing and jobs  we already have around 18'400 Clones at this Point  and  why here for the Torment the 501st, 212th and Shock troops be helping with Security " Ironwood says 

Ruby hunched in awe " Whoa..."

Penny concerned spoke " Ruby? Maybe we should go somewhere else."

At the side of the stage, two armored shock trooper  see Penny, pointing her out and calling in backup. Penny backs away and then breaks into a dead run, which snaps Ruby out of her weapon-awe-induced stupor  as Ruby runs after Penny "  Penny! Wait! Where are you going?" she says as Ruby turns to look back at the soldiers chasing after her friend, and realizing Penny's situation, swiftly follows her in an attempt to catch up down the winding alley.

the shock trooper gesturing to his partner " Down here! She went this way!" he says as the 2 give chase 

Penny and Ruby run across the street with the soldiers following them, though a honking car nearly runs one over. He manages to brace his hands against the hood, which somehow stops the vehicle, and his partner runs along after the girls.

Ruby is still trying to catch up with Penny, but a high stack of crates on a flimsy support is easily cut down by Crescent Rose, causing a wooden avalanche of boxes to block the path. Seeing Penny right ahead of her, Ruby leaps into the air and lands on the alley wall, ricocheting off to grab Penny around the middle "This way!" Ruby says  as she grimaces before the two disappear in a flash of red and rose petals 

Ruby dashes away as fast as she can while carrying Penny, but the strain is too great, and they crash to the ground a short while later, with Ruby falling all the way into the street. She gets up slowly, and in her dazed state, she doesn't notice the large truck coming up from behind her until the honking is too late of a warning. She stands up just as she's about to be hit, but from out of nowhere, Penny pushes Ruby out of the way and holds her palms out.

In the split second where the two make contact, the ground beneath Penny cracks and crumbles into pieces, and the From Dust Till Dawn truck is lifted a little ways into the air by the girl's sheer strength. She puts it down, and the Shopkeep stares in awe at the crumples in his hood, just like the Huntress who got saved.

 Ruby eyes wide, terrified, uncertain "penny..."

Penny look at  to the shopkeep "Are you okay?"

Shopkeep nodding, obviously scared "Uh-huh..."

Penny backs away, looking at Ruby's frightened expression, then at the bystanders murmuring to each other in an attempt to understand what just happened. In her panic, she runs from the Atlas soldiers still chasing her down and bumps into Ruby, knocking the poor girl out of her stupor as her friend tries to get away again "! Come back! " ruby yelled as she starts going after Penny as the people look at the destruction Penny caused with her bare hands and the soldiers find they lost their target 

 Penny coming to a stop once she gets out of the alleyway, looking around for where to run next " Um... Uh..."

Ruby coming up to Penny, exasperated " Penny! Please! What is going on?! Why are you running? How did you do that?!"

Penny nervous again " I-I can't! Everything's fine! (she starts to hiccup with each lie) I-I don't want to talk about it! "

 "Penny, if you can just tell me what's wrong, I can help you!" Ruby says

Penny retreating from her friend"  No! No, no! You wouldn't understand..."

 "Let me try! You can trust me!" Ruby grab her hands 

Penny   finally relents, coming up to Ruby's face desperately " You're my friend, right? You promise you're my friend?!"

  " I promise." Ruby says

 Penny silent for a second, then, looking down at her hands "Ruby... I'm not a real girl." she say as Penny shows Ruby the toll of stopping the truck that would have killed her: Parts of her palm's skin have ripped away, revealing the gray metal underneath. Penny stares sadly at Ruby's face, now completely astounded by her friend's secret as all she can simply say is "Oh" Ruby says before she took a deep breath "Penny, I-I don't understand..."

  "Most girls are born, but I was made. I'm the world's first synthetic person capable of generating an Aura." penny says as she turns her head to the side sadly " I'm not real..."

Ruby taking Penny's hands in her own. "Of course you are. You think just because you've got nuts and bolts instead of squishy guts makes you any less real than me?"

  "I don't... um... " Penny leans in close to Ruby's face. "You're... taking this extraordinarily well."

  "You're not like those things we saw back there." Ruby says as she taps her chest. "You've got a heart, and a soul; I can feel it!"

 "Ooohh... oh Ruby" Penny grabs Ruby into a hug and shakes her back and forth " You're the best friend anyone could have!"

Ruby Muffled groaning. " I can see why your father would want to protect such a delicate flower!"

Penny Releases Ruby, fully back to her happy self " Oh, he's very sweet! My father's the one that built me! I'm sure you would love him!"

" Wow. " ruby says as she giggles "He built you all by himself?"

Penny smiled "Well, almost! He had some help from Mr. Ironwood."

  "The General?! Wait... Is that why those soldiers were after you?" Ruby ask 

 "They like to protect me, too!" Penny blushed

Ruby scoffs " They don't think you can protect yourself?"

Penny smiled a little "They're not sure if I'm ready yet... One day, it will be my job to save the world, but I still have a lot left to learn. That's why my father let me come to the Vytal Festival. I want to see what it's like in the rest of the world, and test myself in the Tournament."

  "Penny, what are you talking about? Save the world from what? We're in a time of peace!" Ruby ask confused

Penny who was confused spoke up " That's not what Mr. Ironwood said..."

  that when the voice of a clone is haired "Check down here! " as Penny Grabs Ruby by the shoulders " You have to hide! " she says as she lifts Ruby above her head effortlessly 

Ruby Struggles and screams as she is carried toward the dumpster "Penny, wait! What are you doing? You don't have to go with them! I can help you!"

Penny Throws Ruby in the trash and lifts the lid so she can still talk "It's okay, Ruby. They're not bad people; I just don't want to get you in trouble. Just promise me you won't tell anyone else my secret. Okay? " she says  and gravely stares at Ruby 

  " I promise." Ruby smiled as  she lowers her head into the garbage as the lid is put down, but she lifts it a little to peek at the scene outside.

 around a corner 4  shock trooper  turn and see Penny and the leader rushed over "There she is!" he says  as the leader was none other than Riptide in his phase 2 amour 

  "Sal-u-tations, officers!" Penny says with a smile

 "Why were you running? And what happened to the other girl?"  Riptide   ask as the other 3 clone stop and look around

  "What girl? I've been by myself all day!" Penny ask as she Hiccups loudly, then smiles. "

  "You shouldn't cause such a scene." Riptide  Sighed

  "Are you okay?" the 2nd clone ask her  checking penny  all over before seeing her hands

" Just a scratch." Penny says showing her hands to them

 "Penny, your father isn't going to be happy about this. " Riptide  says as he sighed "Please, just come with us." he says to her

 "Yes, sir!" Penny says before she and the soldiers are heard walking away as Ruby looks on in sadness... until a rat screeches from below her feet, causing the young Huntress to fall and close the lid on herself.

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mean time  In the ruined parts of Vale, the sound of an engine gets closer and closer until Bumblebee pulls into the street and stops just short of the camera, showing Yang Xiao Long behind the handlebars in her matching helmet.

Yang Taking off the helmet, talking to someone off-screen as she gestures with her thumb to the music playing nearby " Come on, my friend's right in here!" she says as Yang gets off the bike to reveal Neptune sitting right behind her, hair and goggles messed up with a petrified expression of terror on his face.

Neptune who was Sounding dizzy spoke "  Cool... " he says as he shakes his head, somehow perfectly fixing his appearance, and gets off the cycle, looking around worriedly "And where exactly is... here?" he ask as he follow Yang inside the bar

on top of a roof some one was watching as he tap his commlink and spoke "this is CC-5576-39  aka Captain Gregor  Reporting in " Gregor  says as he look  down at Yang bike " 2 contact just went in to the bar im trailing them now and so far they have not seen me but with how it look... it look like there   from the group that ARC-5555 and ARC 1409 report in  This morning aka the group going after Roman and the White fang will do my best to keep a eye on them" Gregor says as he had a Cloak around him and his amour to keep him Hidden as he watch from the roof the 2 he was talking about aka ARC-5555 and ARC 1409 was Echo and Fives

"Roger that Gregor i inform Thorn and his team now Rex out " Rex voice came next over the radio

The music from Junior's Club gets louder once inside to show Junior behind the bar adjusting his cuffs as his Henchmen stock the bottles, carry boxes, and otherwise stand around on the dance floor, until... one of the Henchman runs inside yelling " Hurry, close the door - she's coming" he yell as He and another Henchman proceed to roll the doors shut and keep them closed with their bodies.

Junior who was behind the bar was now seen Walking out from the bar " What are you two idiots doing?!"

The Henchmen shout incoherently until an explosion knocks them to the ground and forces the doors open, allowing a familiar face to walk in through the smoke as "I Burn" starts playing. as yang smiled " Guess who back" she says as Yang continues to smile and pose as eight guns are pointed in her face with an equal number of angry Henchmen behind them. Though this doesn't faze her, she stops and glares at the recording studio where the track is messing up until the frightened bear-headed DJ takes the needle off the record and retreats back under the table.

Neptune Appearing behind Yang as the Henchmen continue hoisting their guns " Yeah, so could you define "friend" for me?"

"stop, stop! Nobody shoot." Junior sats as he cuts his way through the crowd of goons, straightening his tie " Blondie, you're here! ...Why?"

"You still owe me a drink" yang smirks as She grabs Junior by the arm and drags him to the bar through the hired guns

Neptune was shocked "Whoa-ho-ho-ho, what a woman... " he says as he breaks from his lovestruck staring to see the twins Melanie and Miltia Malachite standing beside him. " 'Sup? " he ask only for Melanie and Miltia  to roll there eyes and walk a way  before he head over to the bar

Yang was asking Junior about the guys he gave roman and about Roman to only for Junior to put his glass down and say " i  don't know!"

  "How can you not know?" yang ask confused

  "I haven't talked to him! I haven't even seen him since the night you first came in here. " Junior  says as he leans over to point in Yang's face " He paid up front, I lent him my men, and none of them ever. Came. Back."

Neptune rushing to Yang's side to raise a question of his own. "So where did they go?"

Junior after a long pause spoke "  What kind of stupid question is that? They never came back!"  he say and turns to yang " Who is this guy?"

Yang pushing Neptune out of the way with one hand. " Don't worry about him; worry about me" she says as Neptune straightens and stands to attention " if I don't find out what I want!"

 " I already told you everything! Torchwick hired my boys, and I guess he wasn't happy with them, which is something I can relate to! " Junior  says as he  shouts this at his own men, who grumble and walk away in response. 

  "Come on, Neptune". yang says as she turns from the bar and walks away. 

Neptune Following with his hands in his pockets " We get everything we need?"

 "Well, we got everything we can. Hopefully the rest of the Team is having better luck." Yang sighed  as she head to her bike

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Blake Belladonna and Sun Wukong infiltrate a warehouse somewhere in Vale, disguising themselves as new recruits of the White Fang by wearing Grimm masks. Here, they discover that Roman Torchwick is present to unveil one of many Atlesian Paladin 290's

mean time out side a group of Shock trooper along with CT and a few 501st were getting ready to breach a Building. They are under the command of Chaplin.

" Command, we're all set and ready to go." Chaplin report in

on ironwood ship Rex and thorn   are in the Command Center of the base alongside a couple of Clones as Thorn smiled and spoke "  Copy that, with the intel we got the past few days one of the top Lieutenants of the  white fang are here as well as Roman. You have full authorization to capture either of them, lethal force is approved."

back near the wear house Chaplin nods " Roger that Command."

 a random clone soon spoke up  " Well then, looks like we're going to have some fun boys."

"shhh! ! If you're all going to talk, get off comms. The meeting is about to start." viper says as he was listening in on the meeting using a device with 3 troops standing around him

"then patch it Threw Viper " Chaplin informs them as they start to hear the talking

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White Fang Lieutenant:" Thank you all for coming. For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours! I can assure you, he is the key to obtaining what we have fought for for so long!"

Roman: " Thank you, thank you!  Please, hold your applause!"

Antler Faunus:  "What's a human doing here?!"

Roman: "I'm glad you asked, "Deerie"! Now, I'll be the first to admit, humans... are the worst  Case in point. So, I understand why you would like to see us all locked away, or, better yet, killed!.... But, before the claws come out, I'd like to mention the fact that you and I all have a common enemy: the ones in control, the people pulling the strings, the dirty, rotten humans that run our kingdoms!.... Government, military, even the schools: they're all to blame for your lot in life! ... And they're all pests that need to be dealt with! Fortunately, I'm the best exterminator around... No offense to any rodents in the room.

Roman: "As some of you may have heard, this right here... ...is Atlas newest defense against all the scary things in the world. And thanks to my "employer", we've managed to snag a few before they, uh, "hit the shelves". Now, many of your brothers have already moved down to our new operation in the southeast. If you'd rather stay within the city, that's fine... But if you're truly ready to fight for what you believe in, this is the arsenal I can provide you. Any questions? ("

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up in the atlas command center they all listen as a random clone spoke " wait is that our guy" a random clone ask

" dam right it is " Rex says 

" alright boys that our guy go get him or Don't come back " Thorn says 

back at the wear house the clones get ready " Sure, no pressure at all."

" alright lets do this " Chaplin says getting his 2 Pistol out " cut it " he says to a Random clone start cutting the door open " Remember boys, if anybody in that room raises a weapon you take them out we not taking risk again"

"this is where the fun begins " Riptide says as he had join the team for this

Inside the Building it's revealed that  White fang were guarding the entrees waiting for the meeting to Finish  when all of a sudden the doors were blown open.

" Freeze! Hands up! Hands up!" Chaplin says  as the clone aime there blasters 

All the White fang  looked at the Clones then immediately pulled out their weapons, but the Clones immediately fired their Blasters and began gunning down everyone, firing multiple shots at them. One White fang  brought out a Pistol but Chaplin quickly shoots them in the face.

As one Clone entered the room, a White fang  got the jump on him and knocked his gun to the floor. The Clone then punches the  White fang member in the face twice, grabbed his neck and snaps it.

A White fang officer run at the clone with their melee weapon as a Clone Riot Trooper blocks their attack with his shield and uses his baton to knock the Officer to the floor as another Clone rushes in and blasts them.

The Clones continue laying down fire as another Clone Riot Trooper slowly approaches a White fang member that's laying down Dust rounds. The Riot Trooper uses his baton and hits the Bandit in the legs as he falls to the ground. The Clone Riot Trooper then raises his shield up and smashes it in the white fang face, crushing it.

One of the Clones with Chaplin shoots a member of the white fang multiple times then kicks him to the floor and shoots him again. As more and more Clones continue to take out all the hostiles in the room. As Chaplin and all the Clones reach one of the doors.

Beneath the door, the White Fang member   all prepare their weapons. As large banging sounds can be heard, when the door explodes. Sending the door flying to one of the White fang member 

In the hallway, the Clones all rushed in as a Clone shock trooper, rushes in and throws a Thermal Detonator at the group of enemies as the entire hallway explodes.

Inside the meeting room, Roman spoke " what going on out there " he ask as he then see   some thing

Sun Watching Roman lean on the robot smoking his cigar and laughing with the girl beside him before he zeroes in on the two, frowning " He sees us... and i bet what ever happing is not good to" Sun says as he hears gun shot not far a way  as he tries to smile and wave 

Noticing the junction box on the wall. Blake spoke "He can't see in the dark." she says as With that, Blake unsheathes Gambol Shroud, transforms it into a pistol, and shoots at the box, making the lights go out for the whole building and turning the screen dark.

"Don't let them get away!" Roman growled as he head over to the Paladin's cockpit clombing in 

just then the door near by burst open as Riptide and clone burst in fireing at White fang members as they flood the room " blast them and take them down " Ripetide says just before the two student Huntsmen crash through the window and start running as fast as they can, the mechanized sound of running power signals the Altesian Paladin's activation, and it crashes through the wall of the building in pursuit of the runaways, who leap off of a car and manage to get on the roofs. The Paladin follows beside them on the street as Blake and Sun run, jump, and flip from rooftop to rooftop.

Riptide see this Growl " dam it " he tap his Comlink" Command we got a problem 2 member from the group this morning were here and being chased by Roman there heading for the Freeway  and roman is in a Paladin's requesting back up to go after them"

"negative Riptide remain at the wearhouse and arrest any white fang you can commander Thorn already on the job  with a few gunships " Rex says over the radio as near ironwood ship 6 LAAT are seen leaving the hanger  heading down to vale

.

mean time Weiss Schnee is seen leaving the Cross Continental Transmit tower's elevator when she grabs her own Scroll and listens to Blake's message  " Everyone! If you can hear me, we need back-"

 sun then hairdo on the Scroll-call, in the background "HEEEELLLLP!"

Weiss rolls her eyes and starts running out the door, a little smile on her face as she does so. 

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mean time Ruby is still beside the dumpster (which is boarded up, possibly to keep the rat imprisoned), staring at her Scroll.

Sun: (Scroll-call) "Big robot! And it's big! Really big!"

Ruby Excitedly got up "Oh, I am not missing this! "she says as she Runs off to join the fight 

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Yang is back on the motorcycle in her helmet and sunglasses with Neptune looking at the Scroll in her hand over her shoulder.

Sun: (Scroll-call) "That Torchwick guy is in it! But not, like, it didn't eat him; he's, like, controlling it or something!"

Yang look at her scroll "Where are you guys?"

Right on cue, behind them, Blake and Sun can be seen running through the street with the Paladin hot on their heels before they all disappear from view.

Sun: (In both person and on the Scroll) "HURRYYYY!!!"

Neptune turned to her " I think that was them."

 "Yeah, I got it. " yang says as she was putting the Scroll away, she quickly circles her ride around - much to Neptune's alarm - and drives off to follow them 

Blake and Sun somehow make it to the highways, jumping down into the busy street and continuing their escape by hopping on cars while the Paladin follows them by pushing vehicles out of the way. Sun pauses to look at their pursuer's path of destruction and offer a quick "Whoa!" before leaping onto more cars, much to the anger of Roman inside the robot, his face surrounded by blue holographic screens.

Yang and Neptune are able to follow the mech suit on their ride, coming up next to it as it runs. " We've gotta slow it down!" Yang yells

"got it " Neptune says as he reaches for his gun, but Roman notices the pair on his sensors and crashes into a multitude of cars with the Paladin's strong bulk, sending them flying towards his chasers as in the air above them 2 LAAT were Following clsoe behind

( made the Image my self)

"hold on " yang yells as Yang swerves, leaning her bike to the side in avoidance of flying debris while Neptune flails in a panic. Back on two wheels again, Neptune unslings his weapon, aims as sparks start flying, and fires several bolts of blue electricity at the Paladin, causing Roman to grimace from the force of the attacks as the 2 soon end up along side where 2 more LAAT are seen 

( made the Image my self)

Switching strategies, Neptune flips the gun and it grows a shaft and an energy blade at the end, then jumps from Yang's bike as the spear's head splits in three and drives it into the top of the Paladin. Sun and Blake pause in their car-hopping to look back.

"Neptune, hang on!" Sun yells as Neptune is trying his best, but the mech keeps bucking and threatens to make him fall. Closing his eyes, Sun smashes his palms together, and from the golden Aura around him, his Semblance creates two glowing outlines that copy their creator, leaping off and going back over the tops of vehicles to collide into the Paladin's front. They explode into blinding light upon contact to let Sun leap forward with Ruyi Bang and Jingu Bang held high, but Roman finally turns enough to send Neptune flying off and knocking into his leader, sending both of them off the highway.

up in a LAAT the door open as Thorn see the mess " dam it what do them kids think there doing " he yell as he saw the crash " Thorn to Command Ship we need multiple Medical teams on the freeway we got  a lot of People hurt down there" he says

" roger that Medical teams are on the way as well as first responders from vale  " rex informs him

" Copy that " Thorn says as he look out side " Gunship 3,4 and 6 brake off and help the people on the freeway" Thorn informs them

" Copy that " the pilot says as the 3 gunship turn around heading back to the Giant Crash 

As Blake looks on from her spot, she hears a voice from her Scroll: it was Weiss saying "Blake! I'm in position!" as She is seen twirling over a highway and landing in the middle of the road, holding Myrtenaster at the approaching Roman. He smiles as his robot charges the girl, but Weiss spins and plunges her blade into the ground, summoning a circle of ice across the pavement that causes the Paladin to slip and crash, actually flying over the young Huntress and falling off the ramp, landing further down before Ruby, already having her Crescent Rose out in scythe form.

The Paladin stands back up, and the rest of Team RWBY falls beside their leader to take up positions. Roman chuckles, moving the robot slowly towards the girls.

"Freezer Burn!" Ruby yells as Ruby and Blake jump back out of the way as Weiss performs her same ice-circle trick, but backs out of Yang's way when she jumps into the air and hits the epicenter with her Ember Celica, creating a wave of mist that surrounds Roman. Immediately, the Paladin activates its laser sensors to make up for the lost sight, but it barely sees the afterimage of Blake and narrowly misses the dashing Yang. A gun manages to fire at the area between Blake and Yang, but out from the blast comes Ruby, who slashes the metal with her blade, causing it to falter.

"Checkmate " ruby then yells as Blake and Weiss go in this time, each girl going for the feet until Weiss jumps up and stabs a sensor before leaping off of a white glyph. Roman lifts the Paladin's foot to crush Blake, but Weiss summons another glyph under her teammate to launch her backwards before the crushing blow can land. Roman growls and fires off the missiles, but Weiss and Blake flip backwards as the explosions merely hit where they were.

Finally, Weiss jumps up too high, and Roman fires a double energy blast at her. Myrtenaster absorbs the damage, but Weiss is thrown back, so she casts a beam of light from her weapon to the ground under Blake, forming a yellow clockwork circle that's absorbed into the Faunus girl and lets her slice through each launched missile with ease in a flurry of super-fast slashes.

Ruby running over spoke " Ladybug!" as Ruby shoots herself forward and cuts at the robot's legs, then turns as Blake aims herself at the giant's feet as well. They both dash forward and attack at the same time, circling each other around the Paladin with each strike until they both launch themselves into the air and come down together on the shoulder, cutting off the left arm entirely.

Yang doesn't waste a second, jumping onto the Paladin's back and punching the top with fiery shotgun blasts. Roman is knocked around in the cabin, but seeing as he can't reach her with his remaining mechanical arm, he runs backwards through two columns and leaves her embedded in a third before backing away and turning towards her. Just as she is falling down, the remaining arm extends a closed fist, and when it punches her, she flies through the column and doesn't get up.

 "Yang!" Blake yelled worried 

 "Don't worry! With each hit she gets stronger, and she uses that energy to fight back! That's what makes her special." Ruby says as  Yang slowly gets back on her feet, hair burning a brilliant white as she clenches her fists. Sensing victory, Roman throws a punch, but Yang catches it in her own hand (despite the ground cracking beneath her) and, eyes red with rage, smashes her knuckles into the second arm, obliterating it under her force.

Getting desperate with his armless robot, Roman immediately kicks Yang to the side, but as she passes her sister and teammates.." Bumblebee!" Ruby yelled next

Blake throws her Gambol Shroud out for Yang to catch while flying, and the Faunus uses the momentum to swing the glowing girl around for a final hit to the robot. Roman, however, steps out of the way just in time to avoid complete destruction.

 "We have to slow it down!" Ruby yells

  "And how do you propose we do that?" Weiss ask

  "Ice Flower!" Ruby says  Twirling their weapons so they both point at Roman, Weiss creates a series of glyphs in front of the scythe's sniper barrel, and a single shot through the circles creates a dazzling spiral of energy that creates large icicles upon impact with the Paladin. Ruby continues to shoot as Weiss freezes the fire, and as the ice completely envelops the robot's body, Blake swings her partner around in a circle one more time, but with Roman unable to move, the Paladin is hit by the speed and power of Yang's fists, flying into the air before crashing down in a hundred pieces and a defeated criminal.

Roman Getting up, slightly dazed but unharmed, as he inspects the damage while brushing himself off "Just got this thing cleaned..."

He looks up just in time to see Yang, still burning with her absorbed power,  and was about to move as 3 LAAT hover as one  hover as Ropes drop from the sides as Shock troopers Repel down Surrounding Roman   

  ( made the Image my self)

" on your Knees  now " a clone yells as they aime there blaster

Commander Thorn repel down the rope pulling his  Z-6 rotary blaster cannon out as he spoke " Roman torchwick Surrender now this is your first and last warning " Thorn says  as the 3  LAAT hover around them 2 open there door as clone aimed at Roman with   with 4 having Z-6 rotary blaster cannon, 6 RPS-6 rocket launcher and the others holding a mix of DC-15A Blaster Rifle and DC-15S Blaster Carbine and even Clone Commando Gregor was there with other Commando holding DC-17m Interchangeable Weapon System as they aime at Roman why Thorn gunship had it Cannon aimed

"clones, Ladies, Ice Queen..." Roman says as he stood up hearing Weiss yell " hey " as he smirk " Always a pleasure! Neo, if you would..." he says as a girm with pink-and-brown hair apaers from above landing near Roman as curtsies her enemies with a bow

"blast him" Thorn says as  he and the men on the ground fried only for  only to break their image as if made out of a mirror and turn just in time to see them escape in a Bullhead.  as thorn tap his Comlink " Gregor get after them" he yell

" roger that " Gregor says as 2 LAAT brake off and start chasing the escaping bullhead 

 "So I guess he got a new henchman..." yang sighed

  "Yeah, I guess she really made our plans... fall apart!" Weiss says

 (While Weiss smiles, Ruby giggles, and as Blake face palns and Yang she simply states "No. Just... no."

Weiss Getting mad. " What- But, you do it!"

Yang sighed   "There's a time and a place for jokes."

  Weiss was confused  "Was this not it?"

 "No, it just wasn't very good." Yang says

 "Well, at least I'm trying!" Weiss huffed and as the girls were about to walk a way there stop as the clone now surround them " what is going on"

" team rwby  your under Arrest " Thorn says walking over 

" for what " yang yelled angrly as  she look at them

" property damage, endangering civilians, Criminal Damage, interfere with a Military operations, Driving on the wrong side of the road and many more let along You interfere with a Military operations  " Thorn list off as the clone move clsoer to the girls

"but we were trying to Stop Roman" Ruby says shocked

" you are not part of the Police, nor the Military, nor a licensed Huntsman. You are Huntsmen in Training" Thorn says as he turn to his men  " cuff them"

" you cant do this " yang yelled back getting ready to fight

" we can and will " Thorn says aiming his Miny gun" and you attack one of our men we will fight back"

" try it " yang growled

" yang no" Blake says  worried as she is pull a way by 2 clone being Cuffed with ehr hands behind her back

" she right yang " Weiss says as she taken away by 2 clones

" yang pleace do not do it " Ruby says as she put her weapon down letting them cuff her

 Yang growled  but did as told taking her weapons off and let them cuff her as soon all 4 girls taken to a gunship as  take off and soon head to the freeway where when arriving they see multiple Clones helping people out of their cars some were being given first aid where  they watch the scean

" look at this... look at what you did " Thorn says angrily as he point to the freeway "you see this, you used the highway of all places to lead a heavily armed criminal through.. Worse you used the cars as platforms, you being targeted! . " as the LAAT lands letting them off

the girls were all silent now knowing what to say as they watch as body bags are put near the road and people taken to other LAAT or to Bullheads or ambulance to be taken a way  as a clone walk over " sir"

" report " Thorn ask sighing

"10 dead, 26 Injured, 10 still Missing " He said solemnly

Thorn turned to team rwby where Ruby is in tears on her knees, Yang and Blake were to shock to form words before braking down and weiss cover her mouth " you always think you know best, try to do it your way, all the time ignorant to all the people you hurt!"

a woman hears this and ran over trying to attack but is held back by a clone " you! You got my children hurt!!!"

" your supposed to protect us!!!" a male wolf Faunus yells 

2 random Civilian then yell" leave us alone, you done your damage so go" 

" I have no other choice but to arrest you." Thorn says turing to the girls

" pleace allow me to Punish them " a voice says  as they see Ozpin and ironwood walking over form a LAAT 

" sir with all respect people are dead and many more hurt and Because of them our Mission failed to stop roman" Thorn says 

" i know Commander but  i already spoken to ozpin" Ironwood sighed " there not our student there his"

" people are dead Ozpin, innocent people." Thorn says now looking at Ozpin 

" I know, their punishment will be severe." Ozpin says as he turned to Team rwby who are un cuffed and given there weapons back " girls Follow me " he says as he led them a way

Ironwood turn to Thorn " carry on cleaning up and helping them" Ironwood sighed as Thorn salutes as ironwood left as to day was a dark day

.

.

a few hour later we be in the clone Bunks as Rex sat on his bed seeing thorn enter " how  is it"

" all clear thow 15 people dead and 30 are in Hospital "  Thorn says as he took his helmet off " and in return  that old bag of bones  in charge of Beacon  is the one Punishing them " Thorn yelled and when i tried to arrest them ironwood order me not to ensure any punishment on them no that given to ozpin"

"that a little strange " rex sighed

"that what i was thinking because this is outrageous if it was my choice those girls be lock up in prison for what they did and now all there getting a punishment from ozpin" Thorn yelled 

" im sure ozpin has his reasons "Rex says walking over

" i know but ever sins we got here any thing them girls have done ozpin been there to iver clean it up or save them and  ozpin been at the center for a lot of thing even with ironwood there more going on rex more than we know " Thorn says sighing

" i know but for now all we can do is keep our heads down and do as we are told and  may be soon there tell us what going on as we all know Ironwood and ozpin hidding some thing from us " Rex says

Thorn nods " dam right they are" he says as Thorn sat on his Bunk laying down as he sighed  closing his eyes today had been a stress full day and there no telling what will happen Tomorrow

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there we got it the end of  chapter 3 and it was a long one

i hope you enjoyed what i did and i like to hear feed back too