The fairgrounds in chaos as civilians run away from the hordes of Grimm. Atlesian Knight-200s are seen firing at the dark creatures, and a vendor hides behind his booth when a group of Ursai run past. Several Nevermores fly across the sky, one holding Roy in it's talons. Blake and Weiss are then shown watching in horror of everything going on around them. Civilians continue to flee as Grimm continue to run amok, and a dead Creep on the ground starts to dissipate.

Weiss: I don't believe this...

Blake: (Pulling out her Scroll) Yang, are you okay?

Cut to Yang running in the hallways of the dorms with Zwei and Luke.

Yang: I'm fine. Is Ruby with you? She's not answering her Scroll.

Blake: No, she isn't. Yang, I'm sure she's fine. She's our leader. She can take care of herself.

Yang closes her eyes and curls her fist into a ball.

Yang: (hesitantly) Right.

Yang continues forward with her boyfriend and Zwei and turns the next corner of the hallways. Cut back to Blake and Weiss at the fairgrounds.

Weiss: This can't be happening. (pauses) Penny...

Yang: I'm headed to the docks near the courtyard. The White Fang are releasing Grimm into the school!

Blake: (alarmed) The White Fang is here!? Yang! Luke!

Luke: No time, Sis! We'll catch up!

Yang: Ugh! Gotta go! Be careful! (call ends)

Weiss: Blake, what are we going to do?

Blake: (pensively) We're going to the docks, and we're doing our job.

Blake uses her Scroll to call upon her rocket locker, which lands behind her and opens up to reveal Gambol Shroud. Weiss gives one last look at Blake before nodding in agreement.

Back at Amity Colosseum, the Nevermore screeches as it continues to weaken the force field that's keeping it from getting in.

Warning Announcer: Warning: Safety Barriers Failing.

As civilians run past her in a panic, Ruby stays kneeling on the ground with her head down,

her expression in a mixture of shock and sadness. Rex was still on his knees with his eyes closed. As the Nevermore circles around the colosseum,

Pyrrha struggles to stand as she looks in shock at the torn apart Penny.

Jaune: PYRRHA!!

Jaune: Pyrrha, that thing's going to break in! You've gotta move!

Jaune, Ren, and Nora look up and see the force field flash as the Nevermore rises back up before diving back in. Wasting no time, the leader of Team JNPR jumps from the stands into the arena.

Nora: Jaune!

Jaune: Pyrrha, please snap out of it!

Suddenly, the Nevermore completely breaks through the holographic barrier, and the force of it landing on the arena floor knocks back Jaune, Pyrrha, and the pieces of Penny. The Nevermore screeches and lunges towards Pyrrha.

Suddenly, the Nevermore is knocked back by a red and blue, twirling blur of roses and wind, with the cause of the blur gripping one of Penny's swords and stabbing into the Nevermore, before jumping back down in front of Pyrrha.

Pyrrha: Ruby? Rex?

Ruby: Leave her alone!

The Nevermore rises up and circles around the arena before lunging back down. Ruby holds Penny's sword defensively. Suddenly, the Nevermore gets pinned down by a barrage of rocket lockers, and screeches out in pain before going unconscious.

The lockers then open up, revealing the weapons of various students, including Crocea Mors, StormFlower, Magnhild, Laevatein, Galatine, Gringolet, and Fulcrum. The respective owner of the sword pulls it out from his locker,

and is shown alongside Scarlet gripping his cutlass and flintlock pistol, Sage with his sword, and Neptune with his gun in hand. The camera continues to pan over showing Sun with Ruyi Bang and Jingu Bang in its staff form, Ren and Nora carrying their respective weapons, Rin stabs the nevermores back, the Percival Twins standing side by side, and the remaining members of Team CFVY, the members of Team ABRN, as well as Flynt and Neon of Team FNKI, all gripping their respective weapons. The students are then suddenly shaken when the Nevermore starts to get back up. Ren then leaps up into the air and uses the blades of his weapons to slash at the Nevermore's eye. Arslan Altan uses her rope dart to swing down and grab the towering Yatsuhashi from the ground carrying him upward. Sage also leaps up into the air, and Nora runs up to the Nevermore's head and hit it with Magnhild in its hammer form. When Arslan reaches peak height, she lets go of Yatsuhashi, who is then joined by Sage, as the two broadsword wielders slash down and decapitate the Nevermore. Causing it's head to land near Ruby before dissipating into black particles, while the students form a perimeter. As Arslan lands back on the ground next to her teammates, Ruby looks over to the teary-eyed Pyrrha.

Pyrrha: (kneeling on the ground) Ruby,

Pyrrha: I... I'm so sorry.

Rex: Pyrrha, it's alright. It's not your fault. You've been tricked, just like Yang.

Ruby: Rex's right. It wasn't your fault.

Jaune: They're right. Whoever was on that microphone... they're the ones that did this.

Jaune: And we have to make sure they don't take anyone else.

Pyrrha stands back up and takes her weapons back from Jaune, the two of them exchanging determined expressions. They then look over to Ruby, who smiles at the impressive ensemble of students. Their moment is cut short when they notice hippogriff-like Grimm land on top of the colosseum. They fly towards the group of students as Ren calls the Grimm species out by their formal name.

Ren: Griffons.

Neptune: Anybody got a plan of attack?

Ruby: Rex! I need your Scroll!

Rex: Got it!

He took his Scroll out of his pocket and tossed it to Ruby, who catches and uses it to summon her locker, which opens up revealing Crescent Rose inside. However, Ruby is stopped when a Griffon lands on her locker, and roars at her before being scared away at the sound of a gunshot.

Port: Students! I think it would be best for you to leave.

Ruby: But we did a-

Oobleck: Miss Rose! This day will surely go down in Remnant's history. I'd prefer it if my students could live to tell about it.

Ruby nods at the Doctor's words before grabbing Crescent Rose and twirling it into it's scythe form.

Ruby: Let's go!

As all the students leave, Ruby gets distracted by the flash of Velvet's camera. She stops to look at the photograph she took but is interrupted when her leader calls out to her.

Coco: Velvet!

With the students clear of the arena, Port and Oobleck stand back-to-back with their weapons in hand as the Griffons circle around them

Port: (laughs enthusiastically) One final match, Barty! Place your bets!

Civilians continue to run and flee in panic as they reach the docking bays of the colosseum. Atlas Soldiers are seen directing civilians to calmly step into the Air Buses. A female student is seen breaking down in tears as another person tries to comfort her. Suddenly, White Fang Bullheads are seen dropping off more Grimm at the docking bay. Two Atlesian Knights escorting General Ironwood effortlessly gun down an Ursa. As they proceed forward, the Knights are suddenly brutally ripped apart by a much larger, armored Beowolf variant. The Beowolf then notices Ironwood as the General starts to run towards it, gradually picking up speed as he nears the charging Beowolf. He screams a loud battle cry as he pulls out a pistol from his coat.

Ironwood ducks and slides under the Beowolf's swipe and shoots at it twice. Pivoting as he skids across the floor, and using his free hand as a break. The Beowolf lands and shakes its head then charges at Ironwood again, who fires his revolver three more times before having to duck under another swipe. The Beowolf attempts to swipe at him again with its left claw, but Ironwood effortlessly stops it with his own right hand.

The General then fires at the Beowolf's feet, the explosion causing it to get airborne, and still gripping it's claw, Ironwood proceeds to swing it back down to the ground with his own brute strength. Ironwood then picks up the Beowolf, aims the revolver at its skull, and shoots it, causing black blood to splatter from it. Ironwood then watches the body of the Beowolf dissipate before leaving. The students are then shown exiting the arena entrance and gather together in front of Ironwood.

Rex: James!

Ruby: What's going on!?

Ironwood: Grimm are crawling all over the city. The White Fang's invaded Beacon, and to make matters worse, some... vagabond has seized one of my ships. Until we regain command, the skies are out of our control. So I'm...

Ironwood: ...going to take it back.

As Ironwood turns for his ship, he is stopped when asked a question.

Jaune: What should we do?

Ironwood: You have two choices. Defend your Kingdom and your school... or save yourselves. No one will fault you if you leave. Let's move out!

As Ironwood leaves, the students look at each other and murmur before a certain monkey Faunus speaks up.

Sun: I mean... come on!

Jaune: We can take a ship to Beacon!

While the students head to the nearest airship, Roman is seen giddily fidgeting around with the controls of the Atlesian Airship, callsign "Blue-2", like a child in a candy store.

Roman: Hmm... let's see, what does... this button do? (After the button is pressed, a noise is heard.) Oh, fun! How about ... this one? (With the press of a button, the airship suddenly empties its cargo of Atlesian Knights, all on standby, as they fall to the ground with a massive thud.) Hm. Alright, nothing.

Neopolitan, still wearing her Atlesian military disguise, hands Roman a Scroll with the Black Queen virus, as he inserts it in the console.

Roman: Oh-ho-ho! Now this one, this one's gonna be fun!

As a squadron of Knights shoot down Grimm, they suddenly stop as their visors and LEDs turn a dark crimson, and turn around, pointing their guns at Glynda and Qrow as they continue to fight the Grimm, the realization shocking them as they see the Knights now turned against two of their now former alliess.

Glynda: What!?

Zach and Mia both came from behind and busted the Knights and sliced them down with Morglay and Aegis.

Zach: They've been hacked!

Mia: Someone must've hacked the Knights to gain their controls!

On the courtyards of Beacon, Weiss and Blake are nearly caught off-guard by the local Knights also succumbing to the virus and turning towards them, fortunately Blake reacts quickly.

Blake: Look out!

Blake manage to push Weiss aside in order to dodge incoming fire, but the Knights surround them, forcing the Schnee and the Faunus to draw their weapons.

Meanwhile, the oblivious general, still en route to the Airship, gets a nasty surprise when the Knights on his dropship suddenly activate and turn on him.

Ironwood: No!

As Ironwood reaches out, the dropship suddenly loses altitude, plummeting from the ground as two flashes can be seen from the cockpit. The students watch in horror as they see dropship fall from the sky. Ruby decides to run to the bay doors of the Air Bus and Rex follows her.

Sun: Rex! Ruby! What are you doing!?

Rin: Wait!

They both jump off the Air Bus as it barely takes off, Ruby grabs her boyfriend's hand using her Semblance of speed to safely land on the runway after freefalling in the sky. As they run to the stadium, they found it nearly empty and full of brown dirt, where she sees a locker. She punches in the code, latches on with Crescent Rose, while Rex stabs his sword into the locker,

and immediately takes to the skies, landing on top Roman's stolen airship with a thud.

Roman: (Gesturing to Neo) Ugh... go see what that is.

Neo simply nods at Roman's command, and leaves the control room.

Back at Beacon, the hacked Knights continue to fire, but they are cut up by flurry of slashes.

Weiss is seen taking down a sizeable group of knights using a combination of Myrtenaster's strikes as well as her using her Glyph Semblance, while Blake fights off a group of White Fang soldiers, before using her Semblance to dodge a dual sword-wielding soldier, more White Fang grunts charge at her, but they are all suddenly knocked back by Weiss. Afterwards, Weiss and Blake stand back-to-back, but notice a group of human Atlas Soldiers fighting off an Atlesian Paladin, which has also been affected by the virus and turned rogue. The Paladin easily bats aside several of the soldiers.

Weiss: Come on!

Before Weiss and Blake could assist the soldiers, they notice a Bullhead about to crash land. An armored Beowolf is seen jumping out of it before it could crash with the aircraft. The view shifts to look down from above, more soldiers can be seen continuing to fight the Paladin. The Beowolf lands on the ground and starts to chase after fleeing civilians. Weiss and Blake exchange one last look with each other before parting ways.

Weiss: Be safe.

Sharing a nod the two split up, Blake is seen running just outside the dining hall. However, she stops when the Beowolf from earlier latches onto the side of the building above her. Her attention is then drawn away from the Beowolf when she hears a wounded scream inside the burning interior of the dining hall. She turns fist clenched then gives a look of horror when she sees a familiar figure throwing an Atlas soldier.

Blake: No... Adam?

Adam: (grinning creepily) Hello, my darling.

All across Beacon Academy, various students battle the many Creatures of Grimm: Jaune is seen charging at an Ursa then delivers a slash that knocks it back, while Neon rollerblades away from a Boarbatusk. Coco opens fire on a Griffon as it lands, while Arslan is seen fighting an Ursa Major before it runs off to attack Nora, who fires at it with her grenade launcher. Ren is seen firing his guns at a retreating Beowolf before it drops dead. The camera then dynamically zooms under an archway before panning up a building, slowing down until it reveals Cinder, Emerald, and Mercury standing on the rooftop, the latter filming the chaos with his Scroll.

Cinder: Beautiful.

Emerald: (with a sorrowful expression on her face) It's almost sad.

Cinder: It's horrendous. Focus on the Atlesian Knights.

Mercury: Oh, I'm getting all of it.

Cinder: Good. Continue the broadcast until the end.

Suddenly, a tremor rocks the three of them.

Cinder: And do not miss what happens next.

Cinder walks off as Mercury continues filming with an evil grin on his face, while Emerald's expression only grows more worrisome.

Inside his office, Ozpin watches the battle on three video feeds, one showing some buildings, the middle showing a group of Atlas soldiers struggling a against a Deathstalker on Beacon's main avenue, and the last showing civilians stuck on a rooftop waving for help, while an Ursa slowly crawls up the side of the building. Ozpin then starts to walk away from his desk, grabbing his cane in the process, before proceeding to the elevator. However, he is stopped in his tracks when a sudden tremor shakes the ground.

Back in the city, Mia, Glynda, Zach, and Qrow continue fighting, before they too are shaken by another tremor. Qrow stabs his sword into the ground to keep himself standing.

Glynda: No...

Zach: What was that?

Another tremor shakes Jaune as he battles an Ursa Major, with Sage and Scarlet piggyback riding on it with worried expressions on their faces.

Elsewhere, a mountain starts to violently shake and crumble, as various body parts of a monstrous-looking Grimm are revealed, before the mountain completely breaks apart, releasing a titanic Wyvern.

The Wyvern roars and flies over the abandoned Mountain Glenn, heading towards Beacon. As it flies, it exudes a black, tar-like substance which drops to the ground in the city of Vale and spawns various Grimm.

Ozpin approaches the window of his office, noticing the Wyvern getting closer. The massive Grimm excretes more of the black substance, which drops to the ground and spawns more Grimm near the base of the CCT. As the Grimm charge forward,

the camera pans across the members of Team REBL, Team SSSN, and Team JNPR in a lineup as they prepare to battle the incoming enemies, with Jaune and Pyrrha exchanging a smile with each other as she adopts a pose similar to his. Before they can go forward, Pyrrha notices Ozpin standing by the entrance of the tower, while Team SSSN and REBL runs off to continue fighting. Pyrrha then walks towards her headmaster without saying a word to her teammates, much to their confusion.

Nora: Where's she going?

Jaune: I'll go find out. You two stay here and keep fighting.

As he goes to follow Pyrrha, the camera then zooms in to a building in the background, with a familiar figure standing on the rooftop with her weapons in hand.

A close up of Cinder's eyes are seen glowing ominously.

END OF PART 37