Hey there! Chapter 3 has arrived! I got particularly inspired and managed to punch this chapter out fairly quickly. This chapter introduces the bad guys of the story. I wanted to use a villain that was canon, but not so overpowering that it would take over the story. So I thought of Junior's men. They must be pretty dissatisfied, working for guys like Torchwick and Junior as cannon fodder and not getting paid a dime! The particular cronies in this story are named/modeled after a certain group of guys who like to achieve things (hehe). And there's a few more RT Easter eggs scattered here and there, so if you find them, gold star for you! As always, read, review, tell me I'm a modern day Shakespeare, tell me you can shit better stories, voice you opinions, and suggest anything! I really appreciate all the follows and favorites I'm getting as a new writer. Each person who likes my work is another reason to keep going. So I hope you enjoy it!

The room was small and dusty. But for a building that had been abandoned on the outskirts of Vale for years, it was still surprisingly in good shape. Since the "minor" accident in which an entire shipping crate of Schnee Dust was inadvertently triggered, leveling half the buildings in what was once a bustling business district, this section of Vale was abandoned for more favorable land in the main city. The large empty space on the fringes of the city made it an ideal place to set up a sprawling traveling carnival.

There were also a few derelict buildings still standing, some just empty shells, some still relatively intact. No one had bothered to try and salvage any parts of these structures.

Which made it a perfect place for a secret meeting.

This particular room had one occupant, sitting at a small table. He was well dressed in a black suit, with a pair of red sunglasses in the front pocket. He fiddled with the small red hatchet strapped to his belt. He looked up as the door opened, and two more men in identical suits entered, one carrying a black duffel bag.

"Only two of you?" the first man spoke. "I was hoping for more."

"I'm sorry, Michael, but Geoff and Ryan wouldn't abandon their posts." The man with the duffel responded, his accent slightly warping his words. "It seems that they are fine with being Junior's cronies without getting paid."

Michael growled. "See, that's why they're idiots! Don't they see that if they stick around, not only will they not get any cash, but they will also probably die? Remember Kerry and Kdin? They never came back from that job with that Torchwick idiot. Junior was the one who sent them to that red-haired bastard, and instead of getting a huge score, they get trounced by some little girl a red cape!"

The other two men nodded to each other. They had both heard about the little freak girl who broke up the Dust store robbery. Which was why there were here now.

"And don't forget what that blonde freak did to Junior's club!" the third man said, fidgeting with his glasses. "Girl went all supercharged and wrecked the place! And where is Junior getting the money to repair all the damage? FROM OUR CUT!"

"Damn right, Ray!" Michael crowed. "So that bearded jackass can go shove it! It's time for us to get our own score! Luckily, I have a perfect plan." He pulled out a folded poster out of his pocket and showed it to the other two men. "In case you didn't notice on your way in, there's a carnival in Vale tonight, and it's right in this part of town. Lots of people having fun and enjoying themselves…and spending boatloads of Lien."

The other two men looked at each other. "We're going to rob a carnival?" the accented one asked.

"YES, Gavin, we're going to rob a carnival!" Michael shot back at his companion. "Every couple of hours or so, the carnival owners go around to the booths and games and collect the Lien they have earned, and they take it all to a storeroom where they count it and bind it. All we have to do is take that room and we'll make out like bandits!"

Ray and Gavin shared a glance and nodded their heads in agreement. "It sounds good, Michael." Ray said. "So what's the plan?"

"First things first," Michael replied, turning to Gavin. "Did you bring the supplies?"

"Sure did, boi!" Gavin said excitedly, as he set the duffel onto the table and opened it. "Masks, radios, charges for the outer wall, bags for the Lien, and rifles, just like you asked!"

Michael picked up one of the masks. "Grimm masks? A little dark, don't you think?"

"Exactly!" Gavin said. "Plus, the White Fang wear those masks, so if anyone sees us, they will think this is a White Fang attack, throwing them off our trail!"

"Smart thinking, boi!" Michael said, giving Gavin a fist bump. "Okay, so here's the plan." He pulled out a rough sketch of the carnival layout. "We're gonna wait until the carnival is in full swing, so the employees are kept busy. Then, we're gonna go to this point of the outer wall, here." He marked a section of wall on the map. That's where the money storeroom is. It's butted up right against the wall, so we're gonna blow this section of wall down, giving us an easy entrance to the store room. We'll eliminate any guards inside, grab the Lien, and then storm out through the carnival, creating as much havoc as possible. We slip out in the confusion, take the getaway car to the docks, and take a boat I have there out to Patch, where we will split the take and go our separate ways."

Gavin and Ray grinned. "Sounds like a plan, mate!" Gavin said. "But what if there is more than just security at this place? Like maybe police, or worse, Huntsmen?"

"We'll be fine! There's an infestation of Grimm on the east borders of Vale, attacking the wall. Not enough to get through, but the police scanners said that all available police and Huntsmen are asked to help deal with the attack. This carnival is ripe for the taking!"

"But what about Beacon students?" Ray asked. "I mean, it is the weekend. How do we know that there are no students with freakish weapons spending the night at this place?"

"There won't be!" Michael yelled, a little impatient. "Besides, even if there are, do you really think that the carnival staff will just let a bunch of teenager warriors-in-training into a public place with their weapons?"

"I can't believe we had to leave our weapons back at Beacon," Jaune said as all four members of JNPR left the ticket booth at the carnival entrance. "What if this place is assaulted by Grimm? I mean, look at the part of town we are in!"

When Jaune agreed to go to the carnival, he had expected it to be in a more secure part of Vale, not in the deserted business district that was abandoned years ago. The region was on the outskirts of Vale and had more open space than the center of the city, and it made Jaune feel exposed.

Pyrrha looked to her team leader. "I'm sure it will be fine. There is a wall all around the perimeter of the carnival, and there is armed security as well. And, if there is a Grimm attack, we can use our Auras to protect us and others. We can handle it."

Jaune started to relax. "Yeah, you're right Pyrrha. All right! So, now that we're here, what should we do first?"

Nora was already dragging Ren towards the midway. "Ren and I are going this way!" she exclaimed. "Somewhere out there, there is a whole bunch of stuffed animals with my name on them! And I intend to win them all! TIME TO PLAY THE GAMES, REN!"

As Nora dragged the green-clad boy behind her, he had just enough time to throw Jaune a discreet wink that said, "Good luck". Neither Jaune nor Ren noticed that Nora shot Pyrrha the same covert wink.

Jaune watched as Nora and Ren moved towards the midway. He turned to his partner. Pyrrha looked at him expectantly with her flawless green eyes. "Well," Jaune led off, suddenly a lot more nervous, "what do you want to do?"

Pyrrha also seemed nervous, maybe the first time Jaune had ever seen her look even remotely uncomfortable. "Perhaps we should walk around a little bit, see what this place has to offer." She answered.

Jaune swallowed. "Okay, that sounds good," he replied, as he and Pyrrha started to walk towards the show booths, marketing a variety of goods ranging from clothing to weapons and armor to foreign food and spices. Some tents appeared to house merchandise from as far away as Atlas. Jaune and Pyrrha walked together, gazing at the sights and sounds around them. Pyrrha walked with her hand at her side, and Jaune thought for a moment that she meant for him to grab it. He shook that thought from is mind, deciding to start with conversation first.

"So, Pyrrha, how are things going in class?" Jaune asked, immediately regretting the question. That's your leadoff question, you freaking idiot?

Pyrrha looked at Jaune, a little smirk of humor on her face. "Well, classes are going fine, Jaune. But you should already know that, since we, you know, take them together."

Jaune felt like an idiot. Come on, think! You can make better conversation than that! "W-well that's good to hear!" he replied, nervousness creeping into a voice a little bit. "So, how about outside of classes? Have you done anything fun recently?"

Pyrrha smiled. "Well, apart from training for the Vytal tournament and studying for classes, no, I'm afraid this has been my first social outing in a long time." Pyrrha could now see the nervousness radiating off the blonde knight. Well, if he's this nervous talking to me, it must mean that he like me right? "What about you, Jaune, Anything new in your life?"

Jaune tried to slow his heart, which was beating fast with emotion. "Well, not really. Just training with you, and going to class…with you…and hanging out with Team RWBY….and you…"

Pyrrha started to feel giddy. So there are feelings there! "Is there anyone special in your life right now? I know that you had an attraction to Weiss a little while ago…?

Jaune was a bit surprised with Pyrrha's forwardness. "Uh…no…no…I gave up on that a while ago. She's not interested in me. Like, at all." He looked around, trying to find something to distract himself from the question both of them were waiting to ask. He spotted something a little further down the path. "Oh hey, there's a Ferris Wheel! You wanna go for a ride?"

Pyrrha looked slightly dejected. "S-sure, Jaune, that sounds fun," she replied, as they made their way towards the tall wheel of metal.

"Nora, slow down!" Ren said, trying to keep up with the bouncing pink ball of energy that was his partner.

"OH, but look at all the games, Ren! They have paintball targets, and Whack-A-Grimm, and- OOOOOHHH!" Nora screeched as she took off towards a booth off to the side.

Ren smiled. Most people wouldn't want to spend one hour with Nora, let alone almost their entire childhood. But Ren thrived on being Nora's friend and partner. There was a sort of balance with him being the calm, collected person he was and her being the fiery, energetic warrior she was.

And yet, you still can't tell her how you really feel, he thought to himself. The truth was that Ren saw Nora as much more than a partner. Ever since they met in childhood, Ren had been harboring a crush on the orange-haired Valkyrie. He was certain that Nora felt the same way, as for the last few years of their life, the two seemed to be inseparable. Nora always wanted to be by Ren's side, whether it was sitting in class or teaming up against an Ursa Major as they did in their last combat test. But even though he was certain that Nora shared the same feelings, neither her nor him had decided to cross the boundary from being just friends to becoming a couple, or, as Nora liked to put it, "together-together".

He finally caught up to his teammate, who was transfixed by a flashing game. It was a strongman game, the kind where the player tests their strength by using a heavy hammer to strike a target, using that force to try and force a peg up the board to ring a bell at the top. The man running the game was heavily tattooed, and had a wicked handlebar mustache.

"Step right up, test your strength!" the man said in a slightly nasally voice. He looked at Ren. "Maybe win something for the lady, young man?"

Nora was shaking with excitement. "REN! I WANT THAT ONE!" She pointed to the very top of the prize board, where a giant stuffed animal hung.

Ren squinted up to get a better look. "It looks like some sort of cat."

Nora glanced back at Ren, turquoise eyes wide with excitement. "You mean, like a puma?"

Ren looked confused. "What's a puma?"

Nora shrugged. "I dunno, I just heard of it once!" She turned back to the game operator. "What do I have to do to get that one?"

The man smiled. "Well, to win that one you've got to get the peg all the way to the top on one swing! Three tries for 5 Lien! But you might want to let your boyfriend swing for you. He's looks a bit stronger."

Nora blushed and Ren cringed. Not only did the man insult Nora's strength, he inadvertently paired the two as a couple. Ren glanced at Nora. Fury didn't even begin to describe the look on her face.

"Okay, FIRST of all, we're not 'together-together', she said, thumbing back at Ren. She pulled a 5 Lien bill out of her pocket and slapped it into the man's hand. "SECOND of all, I can do this myself. And THIRD of all…!" Nora grasped the hammer and prepared to swing. Ren chuckled to himself, taking out his scroll to get a capture of the face this man was about to make.

Nora brought the hammer down with the strength and ferociousness that only a Beacon Huntress-in-training could provide. "NORA SMASH!" she screamed, as she struck the target, and sent the peg flying up with such force, it struck the bell at the top with a resounding GONG before the entire bell blew off the top of the board.

The operator was stunned speechless. Nora smiled and set the hammer down and walked over to the man.

"And fourth of all….you owe me that Puma up there, she chirped with a satisfied smirk on her face.

The man, still speechless, got up and retrieved Nora's hard-won prize. "THANK YOU!" she squealed, as she skipped away. Ren came up to the man. "Just so you know, that there is Nora Valkyrie, a Huntress-in-training at Beacon Academy. Her weapon a combo Dust-grenade launcher which transforms into a war hammer. Don't let yourself get too down because she beat you." As Ren walked away, he could hear the man mutter to himself, "Man, that girl is strong as dicks!" The bell, just now returning to the ground, struck him on the head with a loud clang.

Ren caught up to Nora. She was looking out over the midway, staring at the sights. "That was pretty awesome, what you did back there."

Nora looked back at Ren, glee in her eyes. "Really? You really think so?"

Ren smiled. "Absolutely. His reaction was priceless."

Nora giggled. Her expression suddenly softened a little, as she turned to Ren. "I'm sorry for putting you on the spot back there. I said we weren't 'together-together' and that we were just together, and…" Nora trailed off.

Ren blushed a little. "Well about that…"

Ren looked at Nora, but her attention was focused elsewhere. "Uh, Nora? Are you there?"

"SHUSH!" Nora said, and pointed to an area outside the carnival walls. "Do you see what I see?"

Ren strained his vision, and spotted what Nora was talking about. Three men, armed with what looked like rifles, were running towards a back section of the wall.

"We need to stop them! Nora said, as she took off running back the way they had come.

"But we don't have weapons!" Ren cried.

The strongman operator was still shaking off the blow to his head when he heard someone shout "HEY!"

He cringed as the freakishly strong Valkyrie girl came stalking up to the booth. "I need to borrow your hammer." She said, as she snatched up the heavy cudgel. "I'll bring it back, I promise!"

Nora turned to Ren. "You might not have a weapon," she smirked, as she spun the hammer in her hands, "but I DO!"