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After the opening credits, the Dragon flies past the hijacked Atlesian Airship, as Ruby Rose looks on, with the surrounding Griffons roaming the skies. A Griffon lands on the airship, but Ruby easily cuts it down with Crescent Rose, causing to disintegrate into black particles. But suddenly, she hears a snap, turning to see Neopolitan, now changing into her standard attire with a wave of light washing over her from bottom to top, as she winks after taking a picture of Ruby, sending it to a certain crime lord with the following text:

"Guess Who?"

Roman: Oh, you can not be serious!

Having realized his old foe is interfering yet again, the wanted criminal quickly picks up Melodic Cudgel and walks up to the top of the airship.


Right outside of Beacon's dining hall, Blake Belladonna backs away from the shattered window, staring in horror at her old partner.

Adam: Running away again? Is that what you've become, my love? A coward?

Blake: Why are you doing this?

Adam: You and I were going to change the world, remember? We were destined to light the fires of revolution! (He draws his sword and prepares to stab an Atlas student in the chest) Consider this... a spark.

Blake charges into the dining hall, drawing her sword in a flash. Her blade clashes with his as she pushes him away from the student, and they stand with their blades locked.

Blake: I'm... not... running.

Adam: You... will.

He kicks her away, knocking her onto the floor. A nearby Creep runs toward her, only to be shot by Adam.

Adam: But not before you suffer for your betrayal, my love.

He smiles and begins walking toward her.


Back outside the Beacon grounds, Velvet Scarlatina groans as she struggles to get up, only to get knocked back down when Coco Adel bumps into her after getting knocked away from a Paladin off screen. The camera pans with Neon Katt and Reese Chloris as they dodge and weave between groups of students fighting against the infected Atlesian Knights and Paladins. Yatsuhashi Daichi is seen fighting a Griffon while Flynt Coal uses his trumpet to hold back a Paladin. Weiss Schnee then arrives on the battlefield, but get knocked back another Paladin.

Neptune: (reaching his hand out) Weiss!

Yatsuhashi tries to hold back a Paladin's fist with his sword, but he gets knocked back. The Paladin then turns to and starts approaching a distracted Lie Ren.

Nora: Look out! (she pushes Ren out of the way of the Paladin's incoming strike, taking the hit instead)

Ren: Nora! No! (he reaches out to her, but gets knocked back by the Paladin too)

Coco and Neptune Vasilias fire their weapons at the Paladin, but it is unfazed.

Neptune: Uh, this is bad.

Coco: Well, I guess now's a better time than any. Velvet!

Velvet: (excited) Really?

Coco: Just make them count.

Velvet nods. As she walks up to the Paladins, "I May Fall" begins to play in the background.

Weiss: What are you doing!? She's going to get hurt!

Coco: Just watch.

With her weapon, Velvet begins to replicate Crescent Rose, as she imitates Ruby's overhead spin, landing on top of the Paladin as she dodges its cannon fire. She then replicates Myrtenaster to deflect the Paladin's punch and land a few blows before pushing it back with the Ember Celica imitation. Once after she lands a few shots, she slides under the Paladin's fist, similar to Blake as she uses the Gambol Shroud copy and uses its string to trip over the mech, before moving to the second Paladin by lopping off its hand, and jabbing it in the head with the cleaver.

Before it can react, it is immediately peppered with imitation bullets, thanks to copying Coco's minigun. As it moves forward, Velvet switches to using Ruyi Bang and Jingu Bang as a reference, as she lands another few hits while landing a downward blow from above with a copy of Magnhild, severing a limb.

As the first Paladin attempts to recover, Velvet immediately copies Penny's swords, as she leaps off the second Paladin and slices apart its legs before blasting it at full power. However, the first Paladin sucker punches Velvet.

Velvet: Aah!

Coco: Velvet!

At this, Coco, Neptune, Nadir, and Reese land suppressing fire.

Furious, Weiss immediately rushes in, as she instinctively uses a summoning glyph, confusing her. When she rushes in between Velvet and the Paladin, she closes her eyes and grits her teeth as she discovers she summoned the arm and sword of the Arma Gigas she fought before, who blocks the Paladin's fist and bisects the machine in half. She takes brief look at her summoning before being surprised by a camera flash, which was taken by a smiling Velvet.

But before they can take a breath, another advanced Paladin rushes in from the corner and begins to charge at them.

Sun: You have got to be kidding me!


Back at the airship, the battle commences as Ruby performs an low swing, with Neo somersaulting over it, and ducking the next swing, before performing another backflip to dodge the third. Ruby then twirls Crescent Rose before attempting another low sweep, only for Neo to backflip away from her consecutive twirls. Once Ruby finishes spinning her weapon, she lodges Crescent Rose on the hull and fires a shot, only for Neo to shatter in an illusion, revealing Roman as he fires a shot back with Melodic Cudgel, sending Ruby flying several feet, before she lodges Crescent Rose to safely grip herself from the surrounding gales, while Roman walks up to her.

Roman: Little Red, little Red, you are just determined to be the hero of Vale, aren'tcha?

Ruby: What are you doing!? Without these ships, the Grimm will destroy everything!

Roman: That's the plan!

Ruby then swats aside Melodic Cudgel just as he attempts to fire it at her, causing him to move a few feet off-balance, before Neo returns and leaps over her, kicking Ruby's left cheek, and using the momentum to flip her over and send Ruby tumbling on her back. Neo then follows up with a roundhouse to the face, and a rear horse kick to nearly send her careening off the hull of the airship.

Ruby: But why!? What do you get out of it!?

Roman: You're asking the wrong questions, Red! It's not what I have to gain, it's that I can't afford to lose!

As Ruby charges, Neo vaults over Roman for a powerful kick. She then leaps up, grabs Crescent Rose, and slides under, flipping Ruby once more with the hook of her parasol. As Ruby spins midair, the pint-sized powerhouse finishes with a roundhouse to the abdomen, as Roman slams the barrel of Melodic Cudgel to the ground and fires, causing the cane to ricochet and hit Ruby, before catching it and firing the weapon once more over his shoulder. The blast is enough to send Ruby holding on for dear life, with the embedded blade of Crescent Rose the only thing preventing her from falling.

Roman: I may be a gambling man, but even I know that there are some bets you just don't take.

Neo then extends her blade and drags it on the surface, as she holds Ruby at swordpoint.

Roman: Like it or not, the people that hired me are going to change the world! You can't stop 'em, I can't stop 'em!

As Roman continues, Ruby kicks away a Nevermore, and notices the button on Neo's parasol.

Roman: You know the old saying, "If you can't beat 'em-"

Suddenly, Ruby reaches for the parasol, causing it to open and send Neo flying off the airship, leaving her with a frightened gasp as she is silently left at the mercy of the Grimm roaming the skies and the raging winds.

Roman: NEO!

Ruby: I don't care what you say! We will stop them and I will stop you! BET ON THAT!!

As Ruby charges at top speed with the use of her Semblance, Roman grips Melodic Cudgel with both hands, the left hand holding the shaft, as he quickly catches the projectile with the hook end and hurls it at Ruby, knocking her away, before smacking her with the business end of the cane, ramming the weapon in her stomach, and firing another shot, sending her on her back once more.

Roman: You got spirit, Red. But this is the real world!

Roman then whacks Ruby with the butt of his cane, sending her back a few feet.

Roman: The real world is cold!

Roman lands another coshing, this time on Ruby's legs.

Roman: The real world doesn't care about spirit!

Ruby then kicks him in the knee, causing him to lose balance as he prepares a downward strike.

Roman: You wanna be a hero!? Then play the part and die like every other Huntsman in history!

He then proceeds to smack Ruby with the butt end of the cane.

Roman: As for me, I'll do what I do best: lie, steal, cheat, and SURVIVE!

Just as Roman prepares a final, overhead swing, an Alpha Griffon suddenly appears from the sky and swallows him whole, attracted by the negativity of his rant. The roar sends Ruby back a few feet, before the two charge at each other. Ruby prevails when she kicks the beast in the head, sending it through the hull and causing it to crash. And then, she grabs Crescent Rose, leaps off the falling airship, and propels herself in the air, shooting at the ground as if her weapon was a pogo-stick, before landing safely on the rooftops of Vale.


Back in the city, Glynda Goodwitch uses her riding crop to knock back a few Creeps, while Qrow Branwen slices and blasts at a few infected Knights with his sword. Cardin Winchester giddily knocks back an Ursa with his mace, but then gets held at gunpoint by a few infected Knights. Suddenly, their heads are shot off, surprising Cardin. As the smoke clears, it is revealed that General Ironwood miraculously survived his crash, his damaged uniform exposing the right half of his body to be cybernetic. Without hesitation, he shoots down all of the infected Knights with his revolver.

Ironwood: This area's secure! We need to-

Suddenly, Qrow's expression changes into what appears to be anger. He transforms his sword into a scythe and charges toward Ironwood.

Ironwood: Qrow! This isn't my doing!

Qrow continues charging, despite Ironwood's words. The general flips his gun in his hand and gets into a battle stance, preparing for the perceived attack. However, Qrow leaps past Ironwood, who turns around just in time to see a large Griffon lunging at him. With one swing of Qrow's scythe, the Griffon is sliced in two. Upon landing, Qrow turns around to address Ironwood.

Qrow: (Scoffs) You idiot. I know you didn't do this.

Ironwood relaxes and sighs, lowering his head and putting his hand to his forehead, while Glynda places her hand on his shoulder.

Qrow: So what now, General?

Ironwood: Someone's done the impossible and gained control of my machines. And that enormous Grimm seems to be fixated on the school. Glynda, form up the local Huntsmen and establish a safe zone here in Vale. We need to evacuate Beacon. Qrow, I'm leaving that to you and my men. I still need to get to my ship.

The three hear a loud noise and turn to see its source: Ironwood's ship slowly nosediving into the ground.

Qrow: Well, it won't be much of a walk.

The Atlesian Knights that are still functioning attempt one last time to harm the Huntsmen, before powering down.


In the Beacon courtyard, the students stand prepared to fight the Atlesian Paladin that is charging toward them. However, electricity arcs across it and it suddenly powers down, collapsing and sliding to a stop in front of them.

Sun: Hm. That went better than expected.

Weiss doubles over, exhausted, leaning on Myrtenaster to keep herself standing.

Yang: Weiss! (She runs to Weiss) You're okay! Have you heard from Ruby?

Weiss shakes her head.

Yang: What about Blake?

Weiss: She went after an Alpha... (She points in the direction that Blake ran) and some members of the White Fang.

Yang: You look for Ruby. I'll meet up with Blake.

Yang hurries off in the direction that Weiss pointed, while the heiress gives a thumbs up.


In the Beacon vault, an elevator opens up to reveal Ozpin, Jaune, and Pyrrha. The three immediately sprint out of the elevator and down the corridor.

Jaune: What is this place?

Pyrrha: It's... a type of vault.

Jaune: You've... been here before?

Pyrrha looks away from him.

Jaune: What would this school need to... hide?

Finally seeing the Aura transfer machine, Jaune stops in his tracks, gazing wide-eyed at the strange contraption and the comatose girl inside.

Jaune: What? Who?

Pyrrha: Jaune...

Ozpin: Pyrrha! Get to the pods!

Pyrrha looks at Jaune, then runs to the second pod.

Ozpin: Mister Arc, if you'd like to help, you can stand guard here.

Jaune looks at the two with uncertainty, then turns around and gets into a guarding stance.

Pyrrha: What do we do now?

Ozpin: (Typing on the machine's hologram keyboard) We, do nothing.

The second pod opens, and Ozpin turns his head to look at Pyrrha.

Ozpin: You, Miss Nikos... have a choice to make.

Pyrrha looks at the pod, then at Jaune, hesitating. Her expression changes from uncertainty to sadness, and she wipes a tear from her eye, still looking at Jaune. She then climbs into the pod, which closes.


Adam: This could've been our day! Can't you see that!?

Blake: I never wanted this! I wanted equality! I wanted peace!

She raises her sword, its blade folding into sickle mode, and shoots at Adam, who blocks both bullets with his sword.

Adam: What you want is impossible!

He sheathes his sword and backhands Blake across her face, knocking her over.

Adam: But I understand because all I want is you, Blake.

She begins to raise her sickle again, only for him to kick it out of her hand, knocking her over once again.

Adam: And as I set out upon this world and deliver the justice mankind so greatly deserves, I will make it my mission to destroy everything you love.

Yang: Blake!

Yang's voice draws their attention to one of the broken windows. She soon comes into view and shoots a White Fang member, before looking around for her teammate.

Yang: Blake! Where are you!?

Adam looks at Blake to see her terrified expression, then returns his gaze to Yang.

Adam: Starting with her.


Ozpin: Are you ready?

Pyrrha looks at him and gives a slow nod.

Ozpin: I... I need to hear you say it.

Pyrrha: Yes. (She lays her head back, staring ahead)

Ozpin: Thank you, Miss Nikos.

Ozpin presses a few more buttons on the screen, and Amber's pod raises up. Amber begins glowing orange, and her eyelids begin fluttering. The orange glow travels along the pipes connecting the two pods - first up to the ceiling, then down to Pyrrha's pod. An orange glow surrounds Pyrrha, who begins screaming out in agony.

Jaune: (Turns around, surprised) Pyrrha!

Jaune runs over to Pyrrha's pod, moving his gaze back and forth between Pyrrha and Amber's pod. While Jaune panics, trying to understand what's going on, Ozpin looks away.

Ozpin: I'm... so sorry.

Suddenly, an arrow pierces the glass of Amber's pod, striking her in the chest. Amber gasps, and her eyes open, then begin to close again, while the machine begins beeping an alarm. Ozpin and Jaune turn around to see Cinder Fall standing halfway down the corridor from them, an obsidian bow in her hand. She lowers the bow, a tiny smirk creeping across her face.


Adam draws his sword and stabs it into Blake's abdomen near her left hip, causing her to shriek in pain. The cry catches Yang's attention.

Yang: Huh?

Adam stands upright, pulling his sword from Blake's flesh and turning to face Yang.

Yang: Get away from her!

Blake: (Reaching out helplessly, whispering) No... please...

Adam sheathes his sword, smiling. Yang screams, her eyes turning red and a burst of flame erupting from her. She leaps at Adam, drawing her fist back with tears in her eyes. Adam swiftly draws his sword, swinging it through the air at Yang, as his Semblance activates. As Yang flies through the air, the lower half of her right arm separates from her.


Amber struggles to breathe, her eyes wide, the machine's alarm still playing. Finally, all breath leaves her. Her eyes drift closed, and her head leans to the side, her whole body going limp. The green flames that light the torches throughout the vault suddenly snuff out.


Yang flies through the air, beginning to lose consciousness, with glowing yellow Aura splattering out from her wound. She lands on the floor and lays there on her side, completely still.


Pyrrha frantically beats her fists against the glass of her pod. The orange glow leaves Pyrrha and travels back through the pipes into Amber. The glow then bursts out of Amber, shattering the glass in its way, and enters Cinder. The murderer glows, begins floating, and gains long trails of flame around her eyes, with orange energy swirling around her. Pyrrha beats even harder on the glass, her stress increasing. Jaune raises his sword and charges toward Cinder.

Ozpin: Stay back!

Cinder casts a large fireball toward Jaune, who blocks it with his shield and is blasted backwards, landing on his back.

Pyrrha: JAUNE!

Finally, Pyrrha uses her Semblance to rip the pod's door off its hinges, throwing it at Cinder, who knocks it away like it's nothing. As Cinder begins to descend to the floor, Pyrrha leaps out of the pod and charges, calling her weapon and shield to her with her Semblance. However, Ozpin puts his arm out, stopping her.

Ozpin: Take Jaune and get out of here! Find Glynda! Ironwood! Qrow! Bring them here right away! The tower cannot fall!

Pyrrha: But I can help.

Ozpin: (He slowly turns his head to stare Pyrrha in the eyes) You'll only get in the way.

Pyrrha hesitates for a moment but obeys Ozpin, scooping up Jaune and running away. While she does so, Cinder descends to the floor and watches them leave, with the glow, the swirling energy, and the flames around her eyes all disappearing. Cinder turns her attention back to Ozpin, her eyes still glowing for a moment.


Adam slowly walks toward Yang's unconscious body and swings his sword out to the side, casting blood from its blade. Before he can reach her, Blake throws herself between them, giving him a determined stare.

Adam: (Frowning) Why must you hurt me, Blake?

He swings his sword, and Blake's head detaches from her neck. However, both her body and her head suddenly vanish, and Adam turns to watch the real Blake flee, dragging Yang with her. He begins slowly walking after her, not even bothering to look at the Creep that attempts to ambush him as he cuts it down.


Cinder: This whole time... right beneath our feet. She was right about you.

Ozpin turns his cane in his grip, staring hard at Cinder.

Cinder: (Shaking her head slightly) Such arrogance.

The camera zooms in with a close up on their faces before panning upwards to a bird's eye view of the standoff, before the camera cuts to black and the credits roll.