Penny Polendina finally reveals to Ruby Rose that she is an artificial life form, more specifically "the first synthetic person capable of generating an Aura". To Penny's surprise, Ruby takes it calmly and in an accepting matter, causing Penny to be overjoyed. Their moment of celebration, however, is cut short just as the two Atlas Soldiers pursuing them earlier manage to catch up with them. Penny's quick thinking saves Ruby, allowing the latter to leave peacefully as Penny decides to be accompanied on the way back by the soldiers.
Yang Xiao Long and Neptune Vasilias arrive at Junior's Club by motorcycle and make a loud entrance before Junior Xiong and his henchmen. After a "warm welcome" by Hei, Yang proceeds to interrogate him about Roman Torchwick. In the end, Junior is unable to provide any helpful information since Torchwick never came back after being seemingly disappointed by the henchmen he hired from Junior.
Blake Belladonna and Sun Wukong infiltrate a warehouse somewhere in Vale, disguising themselves as new recruits of the White Fang. Here, they discover that Roman Torchwick is present to unveil one of many Atlesian Paladin 290's he had acquired prior to their official entry onto the market. Sun quickly feels the urge to make a getaway, and to make matters worse, Roman easily spots them among the aspiring recruits. Blake makes a commotion by shutting down the lights before escaping with Sun through a window. To their shock, Torchwick swiftly pursues them by climbing aboard the Atlesian Paladin.
Weiss, who is just leaving the Cross Continental Transmit System, as well as Ruby and Yang, receive a frantic call from Blake requesting assistance. Yang and Neptune quickly meet them on the nearby highway and engage Torchwick, marking the beginning of a large battle. Sun and Neptune are hurled aside by the Paladin and participate no further in the combat, while Weiss suddenly appears in the battlefield, using the ice Dust in Myrtenaster to cause the Paladin to slip and fall to the ground beneath the bridges, where Ruby awaits it.
With a rapid series of paired attacks, Team RWBY is able to pressure Torchwick, even with the advanced technology of the Atlesian Paladin. However, even with an arm sliced off of the Paladin, Torchwick manages to deal some damage to Yang. When Blake and Weiss exhibit concern, Ruby points out that Yang's Semblance is linked with absorbing energy from attacks received and converting it into additional power; an enraged Yang shatters the other arm of the Paladin, pushing Torchwick into desperation. He kicks Yang, but Blake uses Gambol Shroud to catch her and assist in an attempted counterattack.
Ruby, coming to the conclusion that their opponent must be slowed, directs her team to launch a final, crushing attack: Ruby fires a barrage through Weiss' glyphs, augmenting her rounds with a freezing effect to immobilize the Paladin, as Blake swings Yang around to land a titanic punch, which shatters the Atlesian Paladin, leaving Torchwick intact but disappointed by the outcome. Nevertheless, he manages to escape with the help of a girl named Neopolitan, who distracts the team as she and Torchwick make an aerial escape.
Weiss tries to make a horrible pun after the tense fight, which Blake and Yang disapprove, while Ruby wonders what happened to Sun and Neptune. The aforementioned guys are shown to be hanging out at A Simple Wok, with Sun seemingly confident that the girls are alright.
Ruby: Penny, I-I don't understand...
Penny: Most girls are born, but I was made. I'm the world's first synthetic person capable of generating an Aura. (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?
Penny: I don't... um... (Leans in close to Ruby's face.) You're... taking this extraordinarily well.
Ruby: You're not like those things we saw back there. (Taps her chest.) You've got a heart, and a soul; I can feel it!
Penny: Ooohh... oh Ruby (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!
Ruby: Wow. (Giggles.) He built you all by himself?
Penny: Well, almost! He had some help from Mr. Ironwood.
Ruby: The General?! Wait... Is that why those soldiers were after you?
Penny: They like to protect me, too!
Ruby: (Scoffs) They don't think you can protect yourself?
Penny: 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.
Ruby: Penny, what are you talking about? Save the world from what? We're in a time of peace!
Penny: (Confused) That's not what Mr. Ironwood said...
Soldier 1: (Off-screen.) Check down here!
Penny: (Grabs Ruby by the shoulders) You have to hide! (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? (Gravely stares at Ruby.)
Ruby: I promise.
Ruby lowers her head into the garbage as the lid is put down, but she lifts it a little to peek at the scene outside.
Soldier 1: (Off-screen.) There she is!
Penny: Sal-u-tations, officers!
Soldier 1: Why were you running? And what happened to the other girl?
Penny: What girl? I've been by myself all day! (Hiccups loudly, then smiles.)
Soldier 1: You shouldn't cause such a scene.
Soldier 2: Are you okay?
Penny: (Shows off her "injured" palms.) Just a scratch.
Soldier 1: Penny, your father isn't going to be happy about this.
Soldier 2: Please, just come with us.
Penny: Yes, sir!
Penny 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.
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!
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: (Sounding dizzy) Cool... (Shakes his head, somehow perfectly fixing his appearance, and gets off the cycle, looking around worriedly.) And where exactly is... here?
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...
Henchman 1: (running inside, shouting) Hurry, close the door - she's coming! (He and another Henchman proceed to roll the doors shut and keep them closed with their bodies.)
Junior: (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.
Yang: Guess who's back!
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?
Junior: Stop, stop! Nobody shoot. (Cuts his way through the crowd of goons, straightening his tie.) Blondie, you're here! ...Why?
Yang: You still owe me a drink. (She grabs Junior by the arm and drags him to the bar through the hired guns.)
Melanie and Miltia: (Together, they harrumph.) Whatever. (They walk away, noses in the air.)
Meanwhile, Blake's fingers trace three scratch marks on a wall before peeking around its corner and seeing a pair of horned Faunus as they are ushered into a building by a bearded man. She turns to Sun next to her.
Blake: This is it.
Sun: You sure? (As Blake glares at him and starts moving towards the entrance while unfastening her bow) Y'know, I'm just gonna take your word for it.
The two walk inside the building to a hallway filled with cases, seeing another man announcing "New recruits, keep to the right!" at the young pair as they follow.
Sun: I don't get it. (Holds out the half-mask in his hand.) If you believe what you're doing is right, why hide who you are?
Blake: The masks are a symbol. Humanity wanted to make monsters out of us, so we chose to don the faces of monsters.
Sun: Grimm masks... That's kind of dark.
Blake: So was the guy who started it. (Puts her mask on and walks on.)
Sun: Always sunshine and rainbows with you... (Follows her lead.)
The new recruits to the White Fang are moving in a line to the side of the stage, a mere few dozen compared to the hundreds of white-vested, black-hooded soldiers to their left and up above in the balconies. Blake and Sun look around themselves when they stop, and a fully-masked man with tattoos standing starts speaking before the large sheet emblazoned with the bloody wolf and claw marks.
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!
The dark pants and brown shoes step forward before the orange tip of the Melodic Cudgel taps on the stage. The camera pans up to reveal none other than Roman, smiling confidently even as the crowd starts protesting.
Roman: (Waving mockingly) Thank you, thank you! (As he speaks, Neopolitan walks out from behind the sheet.) Please, hold your applause!
Antler Faunus: (Pointing at Roman from her place right in front of Blake and Sun) 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. (Salutes as an example.) Case in point. So, I understand why you would like to see us all locked away, or, better yet, killed!
Sun: (Leaning over to Blake.) So, is he going somewhere with this?
Roman: 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! (As the crowd changes their tune and starts agreeing with him.) Government, military, even the schools: they're all to blame for your lot in life! (Lets the crowd cheer as the two heroes share a look.) 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.
With a snap of the fingers, the curtain falls, and the whole mass of Faunus applaud at the sight of the Atlesian Paladin-290 behind it, the mark of the White Fang painted on its shoulder.
Sun: Whoa, that's a big robot...
Blake: How did he get that?
Roman: As some of you may have heard, this right here... (Taps the giant mech) ...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? (The White Fang's roaring applause tells him the answer.)
Blake: (To Sun) We should get out of here.
White Fang Lieutenant: Will all new recruits, please come forward!
Sun: (As the line surges forward with the two having to follow) Welp!
Back at the Club, Junior puts down his glass as he sits behind the bar separating him from his interrogator.
Junior: I don't know!
Yang: How can you not know?
Junior: I haven't talked to him! I haven't even seen him since the night you first came in here. (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) What kind of stupid question is that? They never came back! (To Yang) Who is this guy?
Yang: (Pushing Neptune out of the way with one hand.) Don't worry about him; worry about me (Neptune straightens and stands to attention) if I don't find out what I want!
Junior: 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! (He shouts this at his own men, who grumble and walk away in response.)
Yang: Come on, Neptune. (Turns from the bar and walks away.)
Neptune: (Following with his hands in his pockets.) We get everything we need?
Yang: Well, we got everything we can. Hopefully the rest of the team is having better luck.
The White Fang is still cheering loudly as the recruits are marched to the stage, with Blake and Sun having no choice but to follow along.
Sun: (Whispering to Blake) What are we going to do?!
Blake: I'm thinking...
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... (Tries to smile and wave.)
Blake: (Noticing the junction box on the wall.) He can't see in the dark.
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.
Roman: Don't let them get away!
Blake: Sun! The window!
Roman: Stop them!
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.
Sun: (Amidst twirls in the air) So you wouldn't happen to have... oh, I don't know... some form of backup?!
Blake: On it! (She grabs her Scroll and puts it to her ear as she continues to jump.)
Weiss Schnee is seen leaving the Cross Continental Transmit tower's elevator when she grabs her own Scroll and listens to Blake's message.
Blake: (Scroll-call) Everyone! If you can hear me, we need back-
Sun: (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.
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) Oh, I am not missing this! (Runs off to join the fight.)
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: 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: I think that was them.
Yang: Yeah, I got it. (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.
Yang: We've gotta slow it down!
Neptune: Got it!
Neptune 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.
Yang: Hold on!
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.
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.
Sun: Neptune, hang on!
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.
As Blake looks on from her spot, she hears a voice from her Scroll:
Weiss: (Scroll-call) Blake! I'm in position!
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.
Ruby: Freezer Burn!
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.
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 into the fray) Ladybug!
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.
Ruby: Don't worry! With each hit she gets stronger, and she uses that energy to fight back! That's what makes her special.
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...
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.
Ruby: We have to slow it down!
Weiss: And how do you propose we do that?
Ruby: Ice Flower!
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, fire a single shot at the defenseless thief, but he's saved at the last instant when the two-toned girl seen before drops in front of him and merely opens her pink umbrella, deflecting the blast entirely. The new arrival hangs the weapon over her shoulder as Roman addresses the victors.
Roman: Ladies, Ice Queen...
Roman: Always a pleasure! Neo, if you would...
The pink-and-brown girl curtsies her enemies with a bow, but Yang will have none of it, charging forth with fists raised to strike the outlaws... only to break their image as if made out of a mirror and turn just in time to see them escape in a Bullhead. The rest of team RWBY runs up to Yang's side, now cooled down with the end of the fight.
Yang: So I guess he got a new henchman...
Weiss: Yeah, I guess she really made our plans... fall apart!
Yang: (While Weiss smiles, Ruby giggles, and Blake starts walking away, she simply states) No. Just... no.
Weiss: (Getting mad.) What- But, you do it!
Yang: There's a time and a place for jokes.
Weiss: Was this not it?
Yang: No, it just wasn't very good. (Follows Blake.)
Weiss: (Walking with her teammates.) Well, at least I'm trying!
Ruby: Wait... Where are Sun and Neptune?
Sun and Neptune are sitting in the middle stools of the "A Simple Wok Noodle House" eating their plates of noodles with the Shopkeep behind the counter and their weapons leaning on the other two stools.
Neptune: They're probably fine, right?
His question answered, Neptune turns back to his noodles, and the two eat in silence until the screen cuts to black and the credits roll.
- Minor Characters
- The name "Painting the Town..." is a shortened version of the phrase "painting the town red", which means to go out on a wild spree.
- Junior mentions Roman hiring his men prior to "Ruby Rose". In the "Yellow" Trailer, Roman does indeed make a brief cameo, speaking to Junior in the background as Yang enters the club.
- Yang's entrance into the club mirrors her entrance in the "Yellow" Trailer, except she is fully lit and not a silhouette. Even the same music track plays, though it is distorted this time due to the terrified DJ.
- The tactical attacks Team RWBY performs are the names of fan shippings of the members involved (e.g. Bumblebee - Blake x Yang; Freezer Burn - Weiss x Yang; Checkmate - Weiss x Blake; Ladybug - Ruby x Blake; Ice Flower - Weiss x Ruby).
- However, White Rose is the most common ship name for Weiss x Ruby; Monochrome is the most common one for Weiss x Blake.
- From all the possible combinations seen in the episode, only Ruby and Yang do not pair up to perform a combo attack.
- On the side of the dumpster Penny shoves Ruby into, there is a graffiti rendition of the Gauntlet from the Rooster Teeth series The Gauntlet; as well as Gus Sorola's head in the art style of Rooster Teeth Animated Adventures (RTAA), a stylized graffiti of the initials S.M.G. (a reference to the Rooster Teeth show The Slo-Mo Guys), graffiti of the initials W.S.I. (a reference to the Rooster Teeth series The Strangerhood), and the Captain Dynamic symbol from Captain Dynamic.
- The "A Simple Wok" Noodle House where Sun and Neptune eat at the end of the episode is a possible reference to the Rooster Teeth series, A Simple Walk Into Mordor.
- The series starred Kerry Shawcross, who also voices Neptune.
- The Volume 2 Trailer portrayed Team RWBY fleeing from and battling the Paladin in their initial outfits; in the episode proper, they all wear their alternate outfits.
- The chase scene on the highway greatly resembles the Red vs. Blue Season 9 episode "Spiral", which also features a chase scene on a highway.
- The yellow clockwork circle glyph under Blake's feet during the Checkmate combo attack is extremely similar to the one used for the "Haste" spell in Dead Fantasy, a series that Monty Oum worked on before RWBY.
- Originally, Ruby was going to explain Yang's Semblance to Neptune. However, the rig for Sun's weapon, Ruyi Bang and Jingu Bang, was too complicated to make new animations with, due to having been made years beforehand when Monty Oum was less experienced. The nunchaku animation used in "Black and White" was equally old and could not reasonably be used in this episode. Because of this, the crew decided to throw Neptune and Sun out of the fight and have Ruby explain Yang's Semblance to Blake instead.
- Main article: Painting the Town.../Image Gallery