A small Manta makes its way toward Atlas through a lightly Grimm-infested sky. Some of the ship's occupants (Max, Mia, Kazuto, Mica, Jaune, Kyla, Yugo, Shulk, Nora, Flora, and Ren) are visible and look uneasy. Just outside Atlas Academy, Vine, Harriet, and Elm look on as Ironwood readies a large handheld cannon, awaiting Penny's arrival.

Ironwood: Be ready for anything.

Ironwood: We don't know what state Penny is in.

Harriet: If any of those brats have the nerve to come with her, we put them down immediately. The General gave his terms. No more games.

Vine sighs, while Elm looks uneasy.

Harriet: Is there a problem?

Vine: Just... retracing the steps that led us here.

Ironwood's Scroll beeps with a security alert.

Harriet: What is it, sir?

Ironwood: Zach, Qrow, and Robyn. They're in the Academy hangar.

Vine: Trying to stop the payload?

Ironwood: Or just looking for a way out.

Harriet: Not going to happen. I've been waiting to take my shot at those three.

With a spread of her arms, she activates her Fast Knuckles.

Harriet: Let's go, Ace Ops.

Elm: But...someone needs to stay here with the General.

Winter: I'll stay.

She enters from offscreen, coming to a stop beside Ironwood.

Winter: We lose the payload, we lose our leverage.

Ironwood: She's right. Contain it. Now.

Vine, Harriet, and Elm leave to deal with the fugitives. Winter's expression softens.

Winter: Sir, this course of action--

Ironwood: I hope you're not going to try to talk me out of it.

Winter turns to look Ironwood in the eye, her demeanor shifting to a resolute one.

Winter: No, sir. I don't think that's possible.

With a whoosh, both are alerted to Penny's apparent approach, and they watch her touch down before them. Ironwood immediately levels his cannon at her. Its barrel glows a pale green as he charges it.

Ironwood: I didn't think you'd actually come alone.

He pauses to hand Winter a set of Gravity Bolas, then continues pointing his weapon at her.

Ironwood: I expected at least some resistance from your friends.

Penny: I don't want anyone else to die.

Winter steps forward, securing Penny's wrists with the bolas.

Penny: I must open the Vault.

Winter steps back, drawing her saber and pointing it at Penny. Ironwood takes a deep breath and lowers his cannon, then moves forward to place a hand on Penny's shoulder.

Ironwood: You've done the right thing.

Penny cocks an eyebrow, her voice suddenly deeper than usual.

Penny: I have.

The image of Penny flickers and is replaced with Emerald. In the background, Max, Mia, Mica, Kazuto, Shulk, Kyla, Oscar, Yugo, Flora and Team JNR appear, weapons at the ready and poised to fight. A Manta is parked behind them.

Emerald: Feels weird.

Ironwood only has enough time to widen his eyes in shock before Emerald's shoe connects with his chin. As he stumbles back, he drops his weapon. Emerald lands in a crouch, catches Ironwood's cannon, then uses her Semblance to disappear from view.

As Vine, Harriet, and Elm hurry to the hangar, they are greeted by the sight of Robyn, Zach, and Qrow making short work of a troop of Atlesian Knight-200s.

Jaune swings his sword at Ironwood, but the general dodges, grabbing his wrist. He lands a blow on Jaune's shield, and is blasted back by a wave of Gravity Dust. Oscar joins the fray, getting a few hits with The Long Memory in, but takes a hit to the stomach. One of Ren's grappling blades wraps around Ironwood's ankle, and he is pulled off his feet. Ren fires, but the general dodges, shaking off his tether. After a brief tussle, Ironwood sends Ren flying with a kick.

Shulk joins in the fight using Monado REX+ and calls out his move.

Shulk: Stream Edge!

He did a frontal area attack that inflicts damage and Break.

Kyla: Skyfoil!

She jumps and backflips at Ironwood and swung Monado Fencer upwards at him.

An ethereal glimmer is heard, and Ironwood looks skyward to find Nora being charged up by a lightning dust-infused Schnee glyph. Winter stands to the side, pointing her sword at Nora, clearly responsible for the glyph. Ironwood grimaces at the betrayal, then takes Nora's hammer to the face, tumbling bodily on the ground.

Meanwhile, in the hangar, Vine, Harriet, and Elm get ready to charge into battle.

Marrow: Stay!

They stop in their tracks. Harriet painstakingly moves her eyes to see Marrow slowly approaching, pointing his index finger at her.

Max, Winter, and Oscar charge at Ironwood atop a Manticore summon, courtesy of the former. Ironwood is able to stop the Manticore by grabbing its horns, but its riders leap off. Winter hits the general in the back with icy projectiles as he slams her summon on the ground, destroying it. Upon landing, Winter summons a black glyph, which catches Oscar and propels him back at Ironwood.

The boy unleashes a flurry of jabs at Ironwood's front, causing his Aura to shimmer.

Ironwood stumbles back, and Oscar presses on. However, the general catches his cane and prepares to attack with his free hand. Then, moving too fast for him to react, until Winter calls out Mia and Max.

Winter: Now!

Max and Mia: BURNING SWORD!!!

Max and Mia are both holding Truthsinger and Aegis summon a large pillar of fire in front of Ironwood, which then explodes, causing his Aura to dissipate. Ironwood's eyes roll into the back of his head, and he collapses.

Mia: Whew! That felt so fucking good! I'm so glad you're still alive with us, Max.

Max: Me too, Mia. I love you. Yugo, can you teleport us to the hangar?

Yugo: I've never been on the Atlas hangar, but I'll try.

In the hangar, the detached, sparking head of an Atlesian Knight-200 hits the floor, one of Robyn's crossbow bolts embedded in it.

Qrow: Sorry guys, but we don't wanna fight.

Robyn: We didn't wanna drop Atlas either, but we've all had to make some tough calls, huh?

Zach: You sure know how you assholes would fuck a city up, you know that. You Atlas bastards are just a bunch of slaves.

A portal appears and the Ventis came straight out of it.

Qrow: Max?

Zach: Holy shit, you're alive!

Max: And what would you guys do without me?

Winter sheathes her weapon, and straightens up. Emerald shimmers back into view again, hands Winter the weapon Ironwood dropped, and has the bolas taken off her wrists.

Winter: Go! Move to phase two.

Oscar, Yugo, Flora, Jaune, Nora, Ren, and Emerald hurry into the academy.

Flashback: Teams RWBY, CRMS, REBL, JNR, Athena, Shulk, Kyla, and Penny sit together on the ground in front of Schnee manor. Flora, Emerald, and Oscar and Kazuto stand behind Jaune. Yugo and Mica stand behind Blake.

Nora: Guys, she has to go to the Vault.

Ruby: That's actually a risk we haven't considered.

Rex: You're thinking of something crazy again, aren't ya? (Ruffles Ruby's hair) Well, what do you have in mind, Rosebud?

Jaune: We've been so worried about keeping the Vault closed that we never considered using what's inside.

Oscar: The Staff of Creation.

Ruby: Maybe we could use it to save Penny and get everyone in Atlas and Mantle back to safety.

Kazuto: You know something about it, Athena?

Athena: Only me, Ozpin, and Max, but... it will be more complicated than it seems.

Willow and Whitley and Klein are seen standing in the manor's entrance as Weiss's Scroll beeps. Weiss checks on her Scroll.

Weiss: Well, you'll never guess who I just heard from.

Crim: (smirks) Let me guess... Winter.

Winter pushes Marrow roughly into an Atlas elevator. Marrow rubs his unbound wrists tenderly as Winter crosses her arms grimly.

Marrow: So, you're not arresting me?

Winter: No. Ironwood's got to be stopped.

Marrow angrily rounds upon her.

Marrow: Then why did you hit me?!

Winter pushes him back and jabs a finger in his chest.

Winter: Because you were about to get killed if I didn't do something.

Marrow grunts turning away with his arms crossed. Winter takes out her Scroll to contact Weiss.

Marrow sneaks a glance at her.

Marrow: What are you doing?

Winter: (sighs) What I should've done ages ago, getting in touch with my sister. We're going to need help.

The elevator door opens. Zach, Qrow, and Robyn stand on the other side, their weapons raised. Both parties look surprised.

Robyn: Huh?

Winter: Speaking of help.

The group has reconvened in the manor's dining room. Jaune has a hand on Penny's shoulder and is staving off the virus by boosting her Aura.

Weiss: So we've got people trapped in Atlas and Mantle that we can't evacuate unless we use the Staff which is located inside the Vault. If we open the Vault, Penny terminates.

Shulk: If Ironwood gets wind of any of this, Mantle is done for.

Rin: Well... if activating the Staff is anything similar like the Lamp, then we'll have time to save Penny before she terminates.

Oscar: There's something else to consider. Once the Staff creates anything else, the city drops. Atlas has enough natural Gravity Dust to keep it from plummeting immediately, but, well, nobody's going to want to be around when it touches down.

Mia: These lands around Mantle are mostly frozen ocean. The second Atlas will land, the ice barrier will break and both cities will get underwater, killing anything and anyone left here.

Jaune stops using his Semblance.

Jaune: Okay, then let's use the Staff to teleport everyone to safety. Maybe even to another Kingdom.

Luke: Vacuo's our best shot.

Shane: Yeah.

Oscar: We can't just wave it like a magic wand and make our problems go away. And we haven't even told you about... him.

Yang: Who?

Athena: Ambrosius.

Oscar's eyes glow as control of his body is switched to Ozpin.

Ozpin: The spirit in the Staff. Like Jinn, but, well, he's a character. He can build you anything, but only if you can explain to him how. Like any craftsman, he'll need blueprints. Some sort of reference. It'll help if we have real world examples to show him.

Whitley: I've already gone through the city layouts for the SDC evacuation. Maybe I can help?

Ozpin, Weiss, Rex, and Ruby smile at Whitley. Ozpin drops his gaze and frowns.

Mason: Wait a second, Pietro downloaded Penny's blueprints onto my scroll while I was on Amity. We could show it to Ambrosius.

Shane: Yeah... That will work, yeah. Transfer them to our scrolls.

Ozpin: There's still James and his bomb to consider.

Weiss: Oh, I've got a plan for that.

She catches Emerald's eye, who perks up in surprise.

Max: And while you kids deal with that, me and Mia will make sure Qrow, Robyn, and Zach will get out unharmed.

Rex: Great, thanks, Dad.

A Manta haphazardly drifts up to a large hole in the base of Atlas' floating landmass.

Blake: So, that takes care of phase one.

Ruby: Meanwhile, the real Penny goes to the Vault, with help.

The door on the side of the ship opens, revealing a grimacing Penny being supported by Blake and Yang. Ruby and Rin casts Penny a worried look. Weiss gives a thumbs-up to Klein who is in the pilot's seat. Klein returns the gesture as her mother and brother look on.

Oscar: I blasted a hole through the bottom of Atlas and I highly doubt they've had time for repairs. That should take you straight to it. All of that is the easy part.

Ruby uses her Semblance to carry Penny and her team, Elena uses her Psychokinesis and carried her team with her, and Mason used his Wind Elemental to carry his team through the hole and up the shaft to the landing in front of the Atlas Vault. As they approach it, the steps leading up to it move into place, reacting to their presence.

Rex: As soon as Penny opens the door, we go through, grab the Staff, and stop her termination.

Weiss, Luke, Briana, and Crim stand guard with Myrtenaster, Arondight, Galatine, and Ascalon as the others kneel by the Vault door. Yang has a steadying hand on Penny's shoulder.

Yang: Just hang in there, Penny. Okay?

Rin: We'll save you. We promise.

Penny's Maiden's eye-flames flare weakly as she clutches her head, but she nods. As she reaches for the door, her eye-flames flare up to their usual strength. On making contact, the door's engravings glow ice-blue. The Vault door comes down piece-by-piece, and Ruby is in motion before it opens all the way. She picks up her team in a burst of rose petals, hurrying into the grassy area in the Vault. She deposits her team on a stone platform and rushes forward to grab the Staff.

As this happens, time slows to crawl and eventually stops. Jaune is seen in front of a broadcast terminal, and Winter is seen escorting Ironwood to a holding cell adjacent to her father's, while Penny goes through her death throes beyond the vault door. Cyan smoke billows from the jewel topping the staff as Team RWBY, REBL, CRMS, and Athena looks on in awe. A muscular, blue-skinned figure takes form before them and flexes gratefully.

Spirit: Ah! It seems someone has come to engage my creative wiles! All I'll say is it had better be worth it after my last project.

Shane: Oz wasn't lying. He is a character.

The figure crosses his arms. His disdain is evident.

Spirit: A floating city? (scoffs) How pedestrian.

Ruby steps forward, the Staff still in her hands.

Ruby: Hi, um, Mr. Ambrosius? Sir, listen, it's about our friend. She's... She's dying.

Ruby turns to look at Penny as Ambrosius inspects his nails, unconcerned.

Ambrosius: I'm going to go ahead and assume that you know it's against the rules for me to bring people back from dead so...

Ruby: That's not what we want. She's not your typical girl.

Rex: Yeah, Penny's... not a usual girl, more or less.

Ambrosius looks up, and he rushes over to the Vault door. With a snap of his fingers, he conjures what looks like a jeweler's magnifying glass, and inspects Penny.

Ambrosius: So she isn't! I'd love to meet whoever did this. Ah, I see.

He flies back into the Vault to rejoin the boys and girls.

Ambrosius: There's something eating away at her. I'm guessing you think you have some clever plan to save her. Just know, I will give you exactly what you ask for and I don't want any complaining when it's not what you wanted.

Ruby, Rex, and Weiss exchange meaningful looks, and the latter pulls out her scroll, projecting a hologram of Penny's blueprints for Ambrosius to see. The spirit is immediately engrossed in them.

Ruby: We brought her schematics.

Ruby: We want you to make a new version of her using her exact same robot parts.

Ambrosius frowns, peering over the hologram at Ruby.

Ambrosius: That was curiously worded, girl.

Rex: An exact copy of her would include the virus. An exact copy of her without the virus would cease to exist the second you make something else, and we don't want to lose her again.

Ambrosius: (chuckling) You've done your homework.

Briana: We didn't have much choice.

Ruby: We want you to create a new version of her, using her existing robotic parts taking the virus with them.

Ambrosius forms a steeple with his fingers, deep in thought. He twirls in the air away from the girls to make a series of complex hand gestures, apparently doing some difficult calculations. Weiss stops projecting the hologram and Team RWBY looks at its leader, who can only shrug.

Ambrosius: Okay, but if I take the robot parts out of her, that would leave...

Blake: Penny. The girl who's always been there underneath it.

Ambrosius: Hmm...

Shane: You can't destroy, it's against the rules. But you wouldn't be destroying her. Her soul is who she is.

Yang flexes her arm, drawing attention to her prosthesis.

Yang: The mechanical parts are just... extra.

Ambrosius turns back to the girls, frantically gesturing as he speaks.

Ambrosius: But a soul without a complete body, what would be left?

Ruby: I don't know.

Rin: But you are the Spirit of Creation. So it wouldn't be hard for you to get... creative.

Excited, he flies here and there, doing calculations, clearly lost in thought.

Ambrosius: (laughing) I suppose I could do a little... Oh, add a touch of... But if I do that, how much of the old Penny would be my work and how much would be her? Just coming up to the surface.

He returns to the boys and girls, amusement on his face.

Ambrosius: This is all very exciting. (sighs) And very dangerous. I don't know what the results are going to be.

Weiss: We don't have any other options. We believe in her.

Athena: And we believe in your wonderful skills.

Ambrosius: Then ready yourselves, to witness my artistry!

He makes an expansive gesture, before making some hand movements, a bright glow emanating from them. A stream of sparks and mist moves toward Penny and snakes around her, lifting her into the air. As time resumes for her, she blinks and the red glow of the virus disappears from her eyes. She glows brightly, causing Athena, Team RWBY, REBL, and CRMS to shield their eyes. Her extremities shimmer, and when Ambrosius gives a final snap of his fingers, two identical Pennys stand beyond the vault's threshold.

Ambrosius: It's done!

With a cheeky look and a wink, he disappears in a puff of cyan smoke.

Zach, Qrow, Robyn, Mia, and Max sheathe their weapons, trusting Marrow to hold the other Ace Ops in place with his Semblance. The military complex rumbles as Jaune and his group stand before the broadcast terminal.

Flora: That's the signal.

Jaune: Seems like things are moving forward in the Vault.

He begins typing on the keyboard. The screen reads WELCOME BACK, and several windows pop up.

Nora: Hopefully Penny is going to be okay.

Yugo: Yeah.

Oscar: If Atlas is moving, we need to get word out before people panic.

Emerald: Meaning hurry!

Jaune: I know, I know!

He jabs at a single button repeatedly, then taps another. A red circle followed by LIVE appears on screen. His companions give a start.

Jaune: Okay, this should be, um... That did, uh, something?

Ren: You're live.

Emerald: Everyone can see you.

Kyla: Hurry up and talk.

In the subway, a mother watches the broadcast with her child.

Jaune: Oh! (clears throat) Citizens of Atlas, Mantle, what we have to tell you is very important. Atlas is falling but--

His image blinks out, to be replaced by a NO SIGNAL banner and a color test card. Jaune blinks in surprise.

Jaune: Wait, what happened?

Kyla: Damn!

Shulk: Did the communications cut off?

Kazuto: No... It went dead...

Ren: Yeah. The entire CCT, it just went down.

Nora raises her scroll, which is displaying the same color test card.

Nora: And so did Kingdom wide communications. How?

Oscar: The bigger question is what do we do now?

Mica: We press on. We stuck to the plan.

Ironwood lies unconscious in his holding cell as Winter frowns at the sudden signal disruption on her Scroll. Jacques is in the adjacent cell.

Jacques: That boy said Atlas is falling. Is that true?

Winter: Yes. We're using the Staff to get everyone to safety. Salem can have the rubble. We'll all be long gone.

As she turns to leave, her father reaches out, only for the hard-light barrier of his cell to buzz against his hands.

Jacques: Are you... Are you going to leave me here?!

Winter pauses.

Winter: No. When we're finished, we'll move both of you to safety.

Jacques: Oh, Winter, thank you. I--

Winter rounds upon Jacques, annoyed.

Winter: Don't thank me. It was Weiss's decision.

Team RWBY, REBL, CRMS, and Athena approaches the two Pennys. One takes on her usual appearance while the other, the real girl, has no leggings or gloves, showing that her robot parts have been replaced with Human skin.

Ruby: Penny?

Rex: Pen, are you there?

The real Penny blinks tentatively, and opens her eyes. She raises her hand to inspect it, then catches sight of the robotic copy next to her. It sparks and crackles in a clumsy, soulless attempt to move toward her, then falls to its knees. It clutches its head and convulses on the floor, its red eyes changing in size wildly before finally clanking to a halt, its eyes turning a lifeless grey. Penny looks horrified at the sight, and Ruby puts a hand on her shoulder.

Ruby: Are you okay?

Penny looks at the hand on her shoulder then back at Ruby, and smiles. She embraces Ruby's midsection, and the light coming out of the vault illuminates her face.

Penny: Do hugs always make you feel this warm inside?

Ruby: Yes.

Ruby slowly returns the embrace, smiling.

Penny: Wow! More!

She eyed Rex and immediately leaping into his arms, bringing him into a tight embrace.

Rex: Oof! Okay. Need some air, Pen!

Penny lunges at Weiss as well, wrapping her in a hug.

The newly-made girl's eyes glint as she catches sight of Rin, Luke, Percivals, Shane, Mason, Crim, Blake, Athena, and Yang, whom she promptly hugs as well.

Weiss: We should probably make sure our theory works. And start the evacuation.

Penny stands by Rex and Ruby's side as Weiss twirls the Staff in her hands. Ambrosius appears in a puff of smoke, stretching in relief.

Ambrosius: Ah! Free to create and...

His expression falls.

Ambrosius: Oh, it's you guys again.

Weiss: We're not done with you yet.

Ambrosius: Ugh, fine!

As he crosses his arms and looks away, Crim steps forward.

Crim: Oh, don't worry. We're only getting started with you.

Yang: Let's try the quick version. Can you make a bunch of doorways in Atlas that open at a single spot in Vacuo?

Ambrosius: Sure! I'll just need coordinates and specs for each door, an explanation for bending space and time to account for the much greater traffic on one side and the single point of exit on the other.

Rex, Ruby and Penny look confused and concerned respectively. Weiss and Briana clutch their foreheads in irritation.

Briana: My fucking brain hurts...

Elena: Oh boy...

Mason: Damn it.

Weiss: Okay, that's about what we expected. So, we need to funnel everybody through a central location first.

Ambrosius: You're going to have to tell me more about this central location. For starters, uh, where is it?

Luke: Yang.

Yang: Here. A place like these Vaults. Wherever they are, they're not part of Remnant. Only accessible if you know the right way in. Seems like a safe enough place for thousands of refugees.

Ambrosius chuckles, amused.

Ambrosius: You kids are either smart or much more foolish than you realize. (sighs) I'm going to need a reference?

Briana: Oh, we've got one.

She pulls out her Scroll again and projects for Ambrosius schematics of the Snow Shoe Shipping pneumatic tube delivery system, as well as the Atlesian Military Compound where all the tubes connect. Ambrosius smiles and concentrates briefly before making some more complex hand gestures. In the doorway to the Vault appears a glowing blue portal bordered by a yellow frame. In extradimensional space, a network of these portals appear, linked by bridges, all leading to a central platform funneling into a particularly large portal. In the distance, a large wireframe of a globe and support struts are visible against the backdrop of a dark sky filled with cyan and orange mist.

Similar portals appear wherever the people of Atlas and Mantle are gathered: in the subway stations; and in Mantle Crater. One pops up near where May, Joanna, and Fiona are standing. Joanna experimentally reaches into it, and Fiona is shocked to see that her arm does not come out the other side. Joanna and May share a determined look.

Weiss: People enter from Atlas and Mantle on one side... and leave on the other side, with a one-way ticket to Vacuo.

Joanna moves through the portal, and after a rush of speeding light, steps into the extradimensional space. Following a brief look around, she turns to head back.

Ambrosius: Well, everything appears to be in order. You were quite thorough, disappointingly so.

He lazily settles into a reclined position midair, putting his feet up.

Weiss: So, it's done?

Ambrosius: Yeah.

He waves the girls away, apparently bored. The boys and girls trade looks of contentment before heading out of the Vault. Penny pauses to watch her dead robotic copy disintegrate before moving on.

Ambrosius: Oh, and one last point of clarification about this central location of yours.

Rex: What is it?

He faces them with a serious expression on his face.

Ambrosius: Do not fall.

The boys and girls look uneasily at each other.

Elena: Well, good thing I have psychic.

Ambrosius: Okay, and with that dire warning--

He takes a bow and disappears in a puff of smoke again. Penny stands before the portal, looking at her hands in disbelief before receiving the Staff from Weiss.

Weiss: We did it!

Crim: Hell yeah!

The Staff collapses into a more portable form in Penny's hands.

Penny: What now?

Shane: Where else? Next stop, Vacuo.

Ruby: We go to Vacuo, all of us, and hope that we've thought of everything.

Rex: Let's hope this works.

Elsewhere in the Atlas subway, a cloaked Cinder and Ben appears among the anxious refugees.

She turns to face the portal with a dark grin.

END OF PART 103