The Wyvern flies past the hijacked Atlesian Airship, as Rex and Ruby 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, they heard a snap, turning to see Neo,

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 them, sending it to a certain crime lord with the following text:

"Guess Who?"

Roman: Oh, you can not be serious!

Having realized his old foes 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 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 stomps on a downed Atlas student's chest) Consider this... the spark.

As a horrified Blake watches Adam draws Wilt, preparing to stab the student.

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 groans as she struggles to get up, only to get knocked back down when Coco bumps into her after getting knocked away from a Paladin off-screen. The camera pans with Neon and Reese as they dodge and weave between groups of students fighting against Grimm plus the infected Atlesian Knights and Paladins. The rest of Team ABRN surrounds a Griffon attacking it with bullets and fireballs, as Bolin knocks a Knight aside. Reese spins her board and slices through another as she passes by it. Nearby Sun and Neptune try to hold back a Paladin, while Nora and Ren decimate another group of Knights. Yatsuhashi is seen fighting another Griffon while Fox dashes over from a pile of robot parts. Two Creeps rush at Flynt who uses his trumpet to send the first one flying. Neon and Reese use their weapons to freeze a second Paladin's legs in place. Weiss then arrives on the battlefield, and charges in but gets swatted aside by its arm.

Neptune: Weiss!

Yatsuhashi and Briana try to hold back a Paladin's fist with their swords, but they get overpowered and knocked back. The Paladin then turns to and starts approaching a distracted 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 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.

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

Elena: Velvet!

Coco: Just watch.

Velvet holds her hand out as Anesidora glows, forming a scythe. Grabbing the copy of Crescent Rose.

Velvet leaps into the air, dodging cannon fire as she imitates Ruby's overhead spin, she descends slashing at the Paladin. She then replicates Myrtenaster to deflect the Paladin's punch and land a few blows before pushing it back with an Ember Celica imitation. Once after she lands a few shots, she slides under the Paladin's fist, similar to Blake as she uses a 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.

Rin: Okay, that is impressive.

Before it can react, it is immediately peppered with holographic bullets, thanks to a copy of Gianduja. As it moves forward, Velvet switches to using Ruyi Bang and Jingu Bang to counter a blow, 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 Floating Array, 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! (she is sent skidding from the blow, landing on her back)

Coco: Velvet!

At this, Coco unloads her weapon on the Paladin to no avail, Neptune, Nadir, and Reese rush to her side and add their own firepower. But the barrage has little effect and the Paladin continues to loom over Velvet.

Furious, Weiss immediately rushes in past the others,

as she instinctively uses a summoning glyph, confusing her. When she gets in between Velvet and the Paladin about to bring its fist down, she raises Myrtenaster defensively then closes her eyes and grits her teeth. A thud is heard as she looks up and discovers she summoned the arm and sword of the Arma Gigas she fought before,

which blocks the Paladin's fist and bisects the machine in half. She takes a 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.

Briana: Oh, hell no!

Sun: You have got to be kidding me!

Back at the airship, the battle commences as Ruby performs a 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 back-flip 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, Rex gets in front of Ruby deflects the blast that almost about to hit her. He held on, while Roman walks up to them.

Roman: Little Red, little Red, you and Blue are just determined to be the hero of Vale, aren't cha?

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

Roman: That's the plan!

Rex: Then you're crazy!

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. Rex fights against Roman, sword vs cane, but he hits Rex and blasts him next to Ruby.

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!

Rex: I think it's your brain that you loss!

As Ruby charges, Neo vaults over Roman for a powerful kick. Rex rushes at them but Roman parries his strike and hits his cane on Rex's side sending him to Ruby. She then leaps up, grabs Crescent Rose, and slides under, flipping Ruby once more with the hook of her parasol. As Ruby spins midair, Neo 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 them, before catching it and firing the weapon once more over his shoulder. The blast is enough to send Ruby and Rex holding on for dear life, with the embedded blade of Crescent Rose and Caliburn the only thing preventing her from falling. Rex's scroll fell out of his pocket as he watched it fall.

Rex: Damn it!

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

Neo then extends Hush's hidden blade and drags it on the surface, as she holds Ruby at sword-point.

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 Hush.

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!

Rex: We will stop them and I will stop you!

Ruby and Rex: BET ON THAT!

As they both charge at top speed with the use of their Semblances, 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 them, knocking both of them away, before smacking Ruby 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, Blue. 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!

Rex boosted came from behind trying to hit him, but Roman turned around and blocked his attack and broke his ankle.

Rex: Argh!

Roman: Nice try, Blue. Trying to save your lady in distress, but...

He points his cane at his forehead as Ruby's eyes widen.

Roman: She will watch you die now!

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 and Rex back a few feet, before the three charge at each other. They prevail when Ruby kicks the beast in the head as Rex slides underneath it, sending it through the hull and causing it to crash. And then, Ruby grabs Crescent Rose and Rex grabs Caliburn, leaps off the falling airship, and propels herself in the air, shooting at the ground as if her weapon was a pogo-stick, Rex used his anchor shot at a building swinging, before landing safely on the rooftops of Vale.

Back in the city, Glynda uses The Disciplinarian to knock back a few Creeps, while Mia, Zach, and Qrow slices and blasts at a few infected Knights with Aegis, Morglay, and Harbinger. Nearby, Cardin 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 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 Due Process. Flipping it into his right hand to club the last one as it leaps at him.

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.

Zach: Dude, what are you doing!?

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.

Zach: For a minute, I thought you had me there.

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

Mia: (folds her arms) You need eyes in the back of your head, General.

Qrow: So what now, General?

Zach: Got a plan.

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

Zach: Speaking of your ship. (Points up)

The five 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.

Luke: What about Blake? Where is she?

Weiss: She went after an Alpha... and some members of the White Fang.

Yang: You look for Ruby and Rex. We'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: 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 and your brother 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. They both soon comes into view and shoots a White Fang member, before looking around for her teammate and brother.

Yang: Blake! Where are you!?

Luke: Sis! Answer me! Are you there!?

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

Adam: Starting with them.

Ozpin: Are you ready?

Pyrrha looks at him and gives a slow nod.

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

Pyrrha: Yes.

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 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 Luke's and Yang's attention.

Yang: Huh?

Luke: Sis!?

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

Yang: Get away from her!

Blake: No... please...

Adam sheathes his sword, smiling. Yang screams, her eyes turning red and a burst of flame erupting from her. Luke's eyes widen.

Luke: Yang, don't!

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.

Luke: NOOOOOOOOOOO!!!!!

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 summons a large fireball casting it 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! Mia! Ironwood! Qrow! Zach! Bring them here right away! The tower cannot fall!

Pyrrha: But I can help.

Ozpin: 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, flicking her blood from its blade.

Luke: Blake, take Yang and get outta here.

Blake: But Lu-

Luke: Don't argue with me, now go!

Before Adam can reach her, Luke throws himself between them, giving him a furious stare.

Luke: Stay the hell away from her.

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

He swings his sword, but Luke quickly blocks Wilt with Arondight.

Luke: Why do you keep on haunting my family!?

Adam: Why do you care so much about those humans? You should've known better, Luke. I've seen you as a brother.

Luke: A brother that wants no humanity. You need to let them live their lives!

Adam: If I do, there will be no faunuses left in this world! Everything I did was for you and your sister!

Luke: YOU did this for yourself! We could've wanted peace together, but no! You just went rogue on us! That was your choice, you bastard! You're nothing but a demon!

Luke activated his semblance and punched the ground causing an earthquake on Adam's feet who lost his balance on the ground as Luke punched his head on the ground. Adam gets up and searches around for Luke, but he wasn't anywhere. He begins slowly walking after him, 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: Such arrogance.

END OF PART 38