The entrance to one of Atlas's underground subways is being circled by Grimm. We then see the inside of the subway, where the people of Atlas overhear Ironwood's voice from the broadcast.

Ironwood: If anyone tries anything other than what I've ordered, Mantle is gone.

On the billboard of a tall building, circled by Grimm, Ironwood's message to Penny is being played.

Ironwood: You have one hour to respond.

Inside a mine in Mantle, many people, including Fiona's Uncle, are listening and reacting to the speech with shock and fear.

Ironwood: I hope you live up to the title I gave you.

Fiona, who was listening to the broadcast on her Scroll, drops it and begins to cry. Joanna and May embrace her to try and comfort her.

Ironwood and Winter are walking down a corridor. Two guards emerge from one of the side paths and, upon noticing Ironwood, salutes them while doing their best not to look Ironwood in the eye. Their reaction is noticed by Winter, who chose not to comment.

Somewhere else in the base, the Ace-Ops are seen talking with each other.

Elm: Of course he's not going to do it.

Marrow: So what, he's bluffing? With the whole city?

Vine: It may finally push the kids to see reason.

Harriet: Who cares?

A door opens behind them to allow Ironwood and Winter access to the room. The Ace-Ops line up and stand at attention.

Ironwood: Good, you're here. I need a squad of drones in standby to drop the payload.

Winter's eyes widen in surprise.

Winter: Sir, what for?

Ironwood: I believe I was clear in the broadcast. If they give me a reason, I'm gonna remove Mantle from the equation.

The Ace-Ops look in shock as he continues.

Ironwood: This is how we save Atlas.

Ironwood begins to walk away from the group. Marrow walks towards him, distraught.

Marrow: You call this saving Atlas? Doing Salem's job for her?

Ironwood stops but does not turn around.

Marrow: I believed in you! I thought we could work towards something better. But now you're throwing it all away.

Harriet grabs him by the shoulder and moves him in order to stand between Marrow and Ironwood.

Harriet: If you don't shut your mouth, I'm going to do it for you.

Vine: If this is what gets the children to cooperate, then it's worth it.

Elm: I don't like this either, but the top priority is...

Marrow walks past Harriet to get closer to Ironwood.

Marrow: Do you even believe what you're saying anymore? Do any of you believe in anything? I used to wear this rank with pride. Now I see it for what it really is: a collar.

Marrow walks past the the Ace-Ops and away from Ironwood.

His eyes widen when he hears a gun cock before he is punched in the face by Winter.

Ironwood pulls back his gun as Winter restrains Marrow.

Winter: You want a collar? Fine.

Winter picks up and holds on to Marrow as the Ace-Ops look on in shock.

Winter: I'll throw this traitor in the brig. Where he belongs.

Ironwood nods and allows Winter to take Marrow away while he holsters his gun. He walks past the rest of the Ace-Ops, who get out of his way and stand at attention.

At the Schnee manor, Team RWBY, REBL, CRMS, Shulk, Kyla, Yugo, Flora, Emerald, and Oscar are in the meeting room. Weiss is pacing around the room, Emerald is leaning against a wall and Oscar is looking through the window. Everyone else is sitting at the table.

Yang: (sighs) Okay, Ironwood wants Penny, otherwise Mantle is done for. So, how do we stop him?

Blake: Qrow, Zach and Robyn are still in his custody, and May said that the Atlas security drones are watching the crater, so they're trapped too.

Oscar: And Salem isn't going to stay gone for much longer.

Shulk: And Cinder and... Neo are still on the loose.

Ruby: So then, it's impossible.

Rex: No, it isn't. I know it may, but-

Emerald: See?

Emerald: If Miss Hero with all the answers doesn't have an answer, then we have ours.

Crim: Come again?

Weiss: Shut up.

Luke: The last thing we need is you making your snarky comments.

Yang: (Approaching Emerald) Okay, then why don't you just leave?!

Mason: I second that!

Emerald backs away in fear.

Oscar: Can we please just give each other a chance? Emerald's not with Salem anymore, and Ozpin is still here.

Ruby grumbles into the table while everyone else goes quiet.

Kyla: Then why the bloody hell couldn't he just show up when Ironwood will cause a bloody genocide!?

Oscar: All of this doubt and worry and distrust, it isn't getting us anywhere.

Max: He's right. If all we do is get pissed off because nothing has worked, then there's no point in doing this.

Rin: Dad's right.

Ruby slams her hands on the table.

Ruby: (distraught) Then nothing has changed! We're in the exact same spot we were yesterday. Arguing what to do while the Kingdom waits to die.

Yang lays her hand on her shoulder to try and comfort her, but Ruby shrugs the hand off and runs out of the room. Yang hesitates for a second, then runs after her.

Rex: Damn...

Rin: What's wrong with her?

Shulk: You're not gonna believe what we told you.

Rex: Sis, it's like this...

Jaune attempts to heal Nora's scars with his Semblance as Athena tries healing Mia's right arm. Ren is sitting on the edge of the bed.

Ren: I'm... glad you're alright.

Nora does not respond. Eventually Jaune stops using his Semblance with a sigh.

Jaune: Ah, sorry. No matter how much I boost you, they won't go away.

Nora: (Getting up into a sitting position) Don't apologize. I got hurt doing what I always do,

Nora: just another ditsy move from Nora.

Ren: (standing up) Th-that's not true.

Nora: How would you know? We were supposed to be a team, but that didn't matter to you. When things went wrong you pushed us away.

Nora: You shove people out so you don't have to feel things that are hard!

Nora gasps for breath before attempting to calm herself down. Ren looks away before replying.

Ren: You're right. I should be apologizing, to both of you. W-when we lost Oscar and Athena and things got difficult, I said terrible things. (sits back on the bed) I've been so...angry, at myself. For not being as good as the Ace-Ops, for what happened at Robyn's rally, for losing the lamp. I thought if I just focused on working harder, getting stronger, that we...I, wouldn't fail. But, my biggest failing was as a teammate and as a partner.

Mia: Ren, we all make mistakes. And our emotions get the better of us. You did nothing wrong, because in the end, you're still out friend.

Jaune looks between Ren and Nora several times before getting up in a rush.

Jaune: Ah ha! Ha ha! Uh...All water under the bridge, buddy! Ha ha! I'm uh...Gonna go see if Klein needs any help with Penny.

Athena: We'll just leave you two alone.

Mia: I'll just go back to the group.

Jaune, Athena, and Mia exits the room in a rush and shuts the door loudly.

Nora: Ren, I just wish, I mean, why didn't you say anything? So we failed as a team, but we succeed as a team too.

Ren: I was the one holding us back. Not Jaune, not you. Me.

Nora: Well, you're wrong. All I do is make dumb jokes and smash things with a hammer.

Ren: (moving closer to Nora) What? That's not true.

Nora sighs while leaning her head back and closing her eyes.

Ren: You put everything you have into what you do.

Ren: You support everyone around you, you help without worrying about how it might hurt. And that's what I love about...

Nora's eyes open in shock.

Ren: That's why I... I love you.

Nora takes a deep breath and looks away from Ren. Neither of them say anything for a while.

Nora: When my mom ran from the Grimm and left me behind, you found me. We became Ren and Nora. But I realized on this mission apart, I don't know who "Just Nora" is. And if I'm ever going to find out, then I have to do it alone. Because I've always loved you, Lie Ren, and that pretty head on your shoulders seems like it's doing a lot better.

Ren chuckles at the last remark.

Nora: But I still got to get mine sorted out before I can be the partner you need. Is that...okay?

Ren looks at her with his Semblance. He sees whitish pink petals slowly falling off her, and gives her a small smile, and brushes her cheek as she starts to cry.

Ren: It's definitely okay.

Ren removes his hand from her cheek and taps her nose.

Ren: Boop.

Nora gives a small giggle, and the two rest their foreheads together.

Zach, Qrow and Robyn are in a locker room, looking for their weapons. Qrow and Zach found their swords and pulled them out.

Zach: You got those halfway cameras on a loop?

Robyn doesn't respond, her eyes on a screen showing Ironwood's speech and Mantle.

Robyn: He's... really gonna do it.

Qrow and Zach approaches and gives Robyn her weapon.

Zach: He's gonna obliterate the city to shreds.

Qrow: Not if we stop him first.

Robyn grabs her weapon but looks away, unsure about what Qrow said.

The three stealth around the base, being careful to avoid being noticed by a couple guards taking the elevator. They make their way to one and Qrow tries to call it in, but is stopped by Robyn, who grabs his arm.

Robyn: There might be a better way.

Qrow shakes the hand off and glares at Robyn.

Qrow: I'm telling you there isn't.

Robyn: Well, this isn't just about you. It's about everyone.

Zach: Let's be rational about this, man.

Qrow: I'm going straight up to the Academy and I am ending this.

Robyn: Or we fail and people get killed.

Qrow: He deserves this!

Robyn panics and covers his mouth with her hand. She and Zach look around to make sure no one heard them before letting go.

Robyn: (sighs) Listen, I get it. You are hurting. You've been hurting for a long time. But let's stop pretending that what you're trying to do here is for anyone but yourself.

Qrow continues to glare but doesn't say anything in return.

Robyn: Clover was a lot of things. You respected him, but I gotta tell ya, I think you're the better Huntsman. Not because you're the one who walked away, but, because you're the one fighting for what was right.

Qrow's glare softens and he looks away.

Robyn: Don't go telling me that's changed.

They hear the elevator next to them ding, signaling someone's arrival. Zach, Qrow, and Robyn ready their weapons, but when the door opens, they lower their weapons slightly with looks of surprise.

Yang finds Ruby on the stairs next to the entrance, hugging one of the stone poles. She slowly makes her way to the fallen suit of armor.

Yang: You know, that giant hound kicked us around like we were nothing. But Blake said you and Schnee's managed to take it down. (looks at Ruby) Still having to one-up your big sis, huh?

Ruby: Did she tell you what it was? Underneath?

Yang: (looks away) Yeah.

Ruby: You know what that means then.

Yang: (sighs) I wouldn't worry about that--

Ruby: That's what happened to Mom.

Yang tries to hold back tears, but grasps her head and crouches when they start to fall off her face. Rin and Rex enters the hall.

Rin: Rubes, Rex told me everything! I'm really sorry for what happened to your mother! (sobbing)

Ruby: When I saw its eyes, I knew. Salem used to kill people with Silver Eyes, like Maria. But she's always wanted me alive.

Yang composes herself enough to look at Ruby.

Ruby: But why would that change unless, when she met Mom, she learned she could do something new.

Rex: (looks down) She figured out a way to use the Silver Eyes against us... By corrupting them...

Yang: (gets herself back up with a sniffle) Ruby.

Ruby: (lets go of the stone pole and looks at Yang) We shouldn't lie to ourselves. I've wasted our time getting Amity up, thinking help would come, but it didn't, and Amity fell.

Yang approaches Ruby while rubbing her eyes.

Ruby: (looks away) I was being childish.

Rex: That's not true.

Yang: (balls her fists) You were being optimistic. (crouches and grabs one of Ruby's hands) Look, blind optimism isn't great, but no optimism means we already lost.

Yang: We need hope. We need to take risks.

Ruby: But mine didn't work.

Rin: That's where you're wrong. We got the message out, and that will give everyone time to prepare.

Yang: (signs and gets up) Yeah, Ruby, they're not called sure things, they're called risks, and in case you didn't notice, my plan for Mantle didn't work either. But we got Athena and Oscar back, and did a lot more that was never in the plan.

Yang finally sits next to Ruby.

Yang: Mom took a risk the day she left, and I don't think... I don't think it went the way she wanted it to.

Yang: (hugs Ruby) But she's still my hero.

Ruby leans into the hug, on the verge of crying.

Rex: Rosebud, there's no point in bearing the world's problem on your shoulders alone.

Rin: You have your wounds, but they healed, like everything else. We're not done yet. We're not even close to giving up.

Rex:
Whoa, whoa, it's all right
Everything will be all right
Whoa, whoa, it's all right
Everybody, now we're here

Mia and Athena were both headed downstairs and saw Rex, Rin, Ruby, and Yang.

Rex:
Oh, hey brother, listen
Yeah, fate can be hard-hearted
I've been dreaming endlessly
I know you and me, we both been hurt

Crushing the time of what we have left
Can't stand back and let it happen
I couldn't be your shell
I can't live like that again

Holding my strength and weakness
This is where we can begin again
I'm standing by myself
Face the world to grieve no more

The carousel goes up and goes down
The carousel runs around so fast
Your existence sparking more than
No one, no one, no one else

Merry-go-round, revolving around
Comes around and now it's our turn
Know I got you, you always have me
We live right on by your side

Gotta hold on, gotta stay strong
You are lost in our determination
We will not take defeat
And now it's our round

As Rex finished singing, it was Rin's turn.

Rin:
Will we never know of freedom?
NA NA NA NA NA NA NA NA

(fire)

So now it's my turn
The leading batter! No room for failure
Not here in my world
I gotta cut the fuse before it burns us all

(it's on fire)

No God has ever answered my words
But it don't matter
I still got hope and that's all I could really ask for
I gotta shake the fear so I can keep on running forward

(it's on fire)

I wish I could forget
The memories that cut deepest
'Cause I have found our path is shared by both Heaven and Hell

It only takes a spark
For a fire to start
Won't hesitate, we'll fan the flames
That is the way we'll make our own future

I'm gonna reach that finish line (YEAH!)
Even if inches at a time (YEAH!)
I'll keep going, nothing can stop me
NA NA NA NA NA NA NA NA

They say that we're not strong enough
But I am never givin' up
And I'll leave this future behind me
NA NA NA NA NA NA NA NA

I'll keep going, nothing can stop me
NA NA NA NA NA NA NA NA

When Rin finished singing, they were startled by the sound of glass breaking, followed by Jaune making a mad dash down the stairs.

Rex: What's wrong, dude?

Jaune: Hurry!

Rex, Ruby, Rin and Yang follow him to the exit. Outside, Penny is seen laying on the floor. She gets up, her eyes red.

Penny: I can no longer be delayed.

She begins to walk away. Ruby uses her Semblance to get in front of her and grab her by the arms.

Ruby: Penny please!

Penny: (twitches uncontrollably) I...I must...open the Vault. (Eyes flashes between red and green) I, I do not want...Ah!

Emerald emerges from the entrance and looks on in shock as Oscar runs past her.

Penny: Ruby, stop me!

Ruby: Penny!

Ruby grabs her by the waist as Penny's eyes settle on red.

Penny: I must open the Vault and self-terminate.

Penny takes flight with Ruby still holding off. Penny is stopped from her flight by Gambol Shroud wrapping around her right arm. Ren takes the moment to grab Penny's other hand with the hooks from Storm Flower.

Rex: Anchor Shot!

Rex shoots the anchor and it grabs her foot.

Rex: (to his friends) Grab the wire!

Rin, Max, Mia, Shane, Shulk, Kyla, Crim, Mason, Briana, Blake, Yang, Flora, Nora, Yugo and Oscar grab the chords, and together they drag Penny to the ground as Luke and Elena use their Semblances, onto a Glyph made by Weiss.

Weiss: We've got her!

Luke: We'll hold her down!

Nora: What do we do?

Kyla: Keep her grounded as we think of something!

Penny's eyes flare, as she summons a tempest around her. The wind causes Weiss to recoil, canceling the Glyph. Penny tries to lift herself up with the summoned wind.

Penny: I must open the Vault! (eyes alternate from red to green) And self-terminate.

Emerald joins in, using the chain sickles from Thief's Respite to grab Penny by the shoulders. She looks back at Jaune.

Emerald: Do something!

Jaune lets go of Gambol Shroud and heads towards Weiss. He powers her up with his Semblance, allowing Weiss to make a stronger Glyph, grounding Penny once more.

Ruby: Penny please. Tell me how to help you.

Penny narrows both her green eyes.

Penny: Kill me.

Ruby's eyes widen in shock.

Penny: Kill me. And I can make sure the power goes to you.

Ruby doesn't reply as everyone else looks in horror.

Rex: No! No fucking way! We are not gonna lose you again, Pen! Fight it!

Penny: Please... Please! (eyes twitch red) I cannot fight it!

Nora: Yes you can! It's just a part of you, remember? If you were only a machine, you never could have fought back for this long.

Ruby: She's right... She's right! Jaune! Boost her Aura!

Jaune runs from Weiss and begins using his Semblance on Penny. Her eyes continue to flash, but it starts to slow down and eventually disappears. Penny sits still, shocked, but eventually gives Jaune a nod.

The danger, having seemingly past, causes Ruby to hug Penny in relief. Everyone sees Oscar and Emerald approach her in relief, with Nora giving Penny another hug.

Jaune: Did... I stop the virus?

Penny looks at her hands, contemplating Jaune's words.

Penny: No. It's still there.

Ruby: But you've got an Aura, Penny, a soul. That's who you are, our friend, not a machine.

Rex: And we'll always love you as a friend. Always.

The group enjoyed a moment of silence, being happy that they didn't lose Penny.

Emerald: I think you're wrong, by the way.

They all turned around to look at Emerald, who was sitting on the ground with her legs crossed.

Emerald: I highly doubt you're in the same place you started. I-I mean, yeah, y-you guys have been getting your asses kicked, some of that my fault, but like, you're at war. You're gonna take hits.

Emerald looks away, trying to figure out what she was trying to say.

Emerald: Look, I'm just going to be super pissed if you all finally decided to give up the moment I switch sides.

Oscar: (smiles) Switched sides, huh?

Emerald opens her mouth to reply, but is unable to retort.

Yang: Aww.

Briana: Ain't that adorable.

The group begins to giggle at Emerald's look of embarrassment.

Emerald: Or like, whatever.

Yugo: There's no shame about whose side you should really be on.

Yugo:
There once was a ship that put to sea
The name of the ship was the Billy O' Tea
The winds blew up, her bow dipped down
Oh blow, my bully boys, blow (huh)

Soon may the Wellerman come
To bring us sugar and tea and rum
One day, when the tonguin' is done
We'll take our leave and go

She'd not been two weeks from shore
When down on her a right whale bore
The captain called all hands and swore
He'd take that whale in tow (heh)

Soon may the Wellerman come
To bring us sugar and tea and rum
One day, when the tonguin' is done
We'll take our leave and go

Before the boat had hit the water
The whale's tail came up and caught her
All hands to the side, harpooned and fought her
When she dived down low

Soon may the Wellerman come
To bring us sugar and tea and rum
One day, when the tonguin' is done
We'll take our leave and go

Yugo finished singing and offers Emerald a hand, which she accepts, and lifts her up.

Oscar: If you all wouldn't mind, I really think Ozpin would like to say something.

Everyone silently looks at Ruby.

Ruby: Go ahead.

Oscar's eyes briefly flash gold, and Ozpin walks forward.

Ozpin: I was recently reminded of an old fairy tale.

Ozpin: A young girl flees the consequences of a choice, to a magical place. But, having never learned from her initial failure, she only succeeds in spreading it. I failed all of you. I should have trusted you with the truth and should never have run the day you discovered it.

Max: You didn't failed them, Oz. I was the one that gave my son the idea on how to beat Salem.

Rex: If it weren't for you, Dad, we would've lost hope on beating her.

Yang: It was rough, but...

Blake: I think after everything that's happened here, we understand. Trust is..

Weiss: Trust is a risk.

Crim: Trust is something that can't be taken, or given lightly.

Rin: One that is often worth taking, if it means for a better future.

Elena: Because without risk...

Shane: There can be no team. No friends. No family.

Ozpin: And I hope it's a risk you can take on me again.

Ruby silently nods her head at Ozpin.

Penny frowns, clutching her chest in pain.

Penny: I can still feel it fighting me.

Jaune: I can't just keep amping her forever.

Athena: That'll take too much Aura and you already might be running low. I can't keep using my Semblance on you forever, Jaune.

Ren: And we can't keep Ironwood waiting.

Kazuto: Unless we come up with a plan.

Mica: He's right and time's running out.

Penny clutches her head in pain.

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

Everyone looks down in thought, except for Ruby and Rex who looks around at everyone.

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?

Some time later, Ironwood is standing in the Vault with his Scroll in his hand, in a phone call with Ruby.

Ruby: She'll do it.

In an alley in the City of Atlas, Watts attaches a Scroll to some wires inside a damaged Atlesian Knight. Static-filled audio of Ironwood's voice can be heard.

Ironwood: The Academy entrance. Penny comes alone.

Watts looks up to see Neo approaching. The latter spins her parasol and then points it at Cinder. Who is standing behind Watts with Ben standing next to her,

and Cinder looks over her shoulder and smirks at Neo.

END OF PART 102