Sounds of things going up pneumatic tubes are heard clanging, until it stops. Ruby is heard breathing heavily, before gasping for breath. She is helped out of the tube by Rex, May, Shulk, Flora, and Penny. Weiss can be seen angrily pulling Nora by her ear and Crim gives her a noogie while Elena walking past them to pick up a nauseous Kyla who was laying on the floor.

Nora: Ow, ow, ow!

Nora: C'mon that was a once in a lifetime experience!

Crim: You could at least give Weiss some time to get ready, Nora.

Weiss and Crim lets Nora go. Nora's right ear turned red.

Nora: (rubs her ear) Ow.

Mason: Who are we missing?

Blake can be heard stepping out of another tube, her hair messy from the unorthadox method of travel.

Blake: Good. Because I never wanna do that again.

Blake fixes her unkempt hair. The group proceeds forward.

Rex: Okay, everyone is here. We can go.

May: Alright robo-girl, you're up. Which way?

Penny uses her eyes to view the area ahead in a wireframe view.

Penny: We'll cross the bridge, then go left, straight, right, straight, left, up, up, right, straight, right, right, straight, left, left.

Everyone (except Rex and Ruby, who looks smug) stares at her, dumbfounded.

Mason: I'm sorry... what?

Crim: Either those were directions or video game cheat codes.

Elena: Left... straight... right... W-what... the...

Kyla: Argh! Dammit! My brain hurts!

Shulk: You're not the only one...

Penny: And my name... is Penny.

Ruby: (crossing her arms and smiling slyly at May) Heh.

Rex: Penny one, May zero.

May: Tsk...

May activates her Semblance, hiding everyone from view. They are later seen in an elevator. They hear the elevator door open, and back away cautiously when they see a pair of Atlas Soldiers enter. The soldiers are oblivious to the group's presence due to May's Semblance.

Soldier 1: I don't think even the squad captain knows what's going on up there. They can't get close to that storm without getting shocked right out of the air.

Soldier 2: It's creepy, all those Grimm just... waiting. Worse than if they'd attacked--

Soldier 1: Hey, don't say that! You'll jinx us.

Penny motions for the group to follow her, and they discreetly squeeze past the soldiers, headed for the elevator door.

Soldier 2: I just hope the C.O. can get us some answers soon, or-

On the way out,

Nora flashes a mischievous grin and swipes her hand over the elevator controls, tapping the button for every floor. The pair of soldiers are now alone in the elevator. Soldier 1 glances at the elevator controls, then does a double take.

Soldier 1: Huh?

The doors to the elevator close again. The group makes its way down a wide corridor to a large locked door with "03" in large print on it. Penny stops by a nearby control panel and extends her index finger. The tip swivels out to reveal a connector plug, and Ruby's eyes grow wide.

Ruby: Cool.

Penny interfaces with the control panel, and the attached handprint scanner flashes green. A hologram display pops up, showing Dr. Pietro's credentials.

Computer: Welcome back, Doctor Polendina.

The door slides open with a whoosh, and the group steps through.

May: Alright, where to next, Penny?

Penny: Right through central command!

A door to the right opens to reveal a bustling workplace filled with digital workstations, holographic maps, and Atlesian officials and clerks.

Crim: Oh, for Oum sake...

Weiss: Of course.

May: I can't maneuver us through all that.

Flora: I can only use Time Break to get us there, but like I said, it's only 15 seconds.

Penny: Do not worry,

Penny: Ruby and Rex are capable of traveling at an extreme velocity from one point to another by breaking themselves down to their molecular components, thus negating their mass and then reassembling them at the destination, theoretically making it possible for her to transport all of us in the same way, as mass no longer matters.

A cartoonish series of animated infographics pops up next to Penny as she talks, illustrating the effects of Ruby and Rex's Semblance. However, Ruby looks dumbfounded.

Ruby: I, uh, what?

Penny: You and Rex can use your Semblance on all of us.

The infographic disappears in a burst of stars. Ruby still looks stunned.

Rex: Rosebud, remember when we were on the Argus train? You saved Weiss from nearly falling off the train, and you caught her and used your Semblance to make a red and white combination.

Blake: (gestures at her, amused) Did... Penny and Rex just figure that out before you did?

Ruby: Blake, Penny knew you were a Faunus before I did!

Elsewhere in the complex, Ironwood meets with Watts. He enters the room, adjusting his mechanical left arm and straightening his tie.

Ironwood: Apologies for the delay, today has been... busy. Have you made any progress?

He circles around a workstation to where Watts is working. A revolving wireframe of Penny is displayed on one screen, and a recorded video feed of her standoff with Cinder plays on another. Lines of code scroll across the screen as he types.

Ironwood: I'd hate for us to have to try motivating you... Again.

The general claps his hands on Watts' shoulders in a threatening gesture, causing the latter's eyes to widen in surprise, pausing his work momentarily.

Watts: Given what we're after, I've got all the motivation I need. Sadly it doesn't make taking down Pietro's magical science project any less cumbersome.

Ironwood releases his grip on Watts' shoulders as he continues typing.

Ironwood: Oh, I trust you can come up with something.

Watts: Oh, the trust is palpable.

A wide shot reveals four Atlesian soldiers standing in a firing stance, their guns leveled at Watts. A red security alert pops up on Watts' screen, and he pulls up a map of the military complex.

Watts: Speaking of the man, are you aware that dear Dr. Polendina is gallivanting around your military compound?

Ironwood leans down to inspect the screen. A window with text reading "DR. POLENDINA'S CREDENTIALS IN USE" can be seen.

Watts: Unless, of course, someone else is using his credentials.

The general lets out a frustrated growl.

Ironwood broadcasts an announcement throughout the complex.

Ironwood: A security threat has been detected in the compound, status alert level 3: red. Lockdown initiated. Authorization granted to handle ANY threats with lethal force.

Red emergency lighting activates and sirens start to blare as the infiltrating group listens in dismay.

Crim: Shit!

Shulk: He knows we're here!

Weiss: You've got to be joking!

Penny's eyes glow as she inspects the system.

Penny: The pneumatic tubes have all been closed off.

Blake: We're trapped.

Kyla: Only if we let it be.

May: We passed a hangar, I can hijack an airship and get us off this floating rock.

Penny: Wait, we can still succeed. We are so close.

Shulk: You're right, Penny. We're already here and we can't go back without anything.

Nora: Hmm...

Nora looks thoughtful, then snaps her fingers as if she has an idea.

An office worker carrying a cup of coffee walks by. May sticks out her foot and trips him. He loses his grip on his mug, and the coffee spills all over a workstation, causing it to spit sparks of electricity. Its operator's lap is also drenched, and he cries out in pain.

Operator: Read the sign, Bill! Read the sign!

The camera pans over to a hand-drawn poster depicting a burger, fries, and drink suspended in the water over a large shark-esque Grimm, a la the famous Jaws (1975) poster. A majority of the room's occupants turn to stare and shake their heads at Bill.

Operator: Why don't you ever just pay attention?! You're in here late all the time, your coworkers-

The scalded operator bursts out of the room, bellowing in pain, and leaves the door open behind him. As the workers continue to complain to Bill, Rex and Ruby use their Semblances, taking Weiss, Blake, Kyla, Nora, and Penny with Ruby and Rex takes Crim, Mason, Shulk, and Elena. They manage to sneak past undetected.

Office guy: (still complaining to Bill) You put salmon in the microwave!

As his complaints are drowned out in the noise, Ruby releases her Semblance, striking a pose. Nora and Penny look at her in awe, Weiss and Elena smiles, while Blake holds onto the wall with a terrified look on her face as Kyla and Flora are hunched over puking behind the corner.

Mason: You guys okay?

Flora and Kyla: Hell no we're not okay!

Blake: Another thing I don't wanna do ever again.

Crim: I think I almost lost my lunch.

The group makes their way along a raised walkway in a cavernous and deserted chamber. At the end of the walkway is a heavily electrified door.

Penny: Stand back, please.

Everyone gets ready to draw their weapons as Penny interfaces with a control panel, deactivating the electricity and opening the door. As the overhead lights come on, a secluded room filled with terminals is revealed. Ironwood's terminal sits at the back wall.

Rex: It's empty.

Shulk: Well, this is not what I was expecting. I thought we were going to have to fight our way in.

Ruby: Uh, where is everyone?

Penny: This is a highly classified area.

The group makes their way inside, and the door closes and electrifies itself again. Nora briefly stops to regard it before moving on. Penny sits in the office chair by Ironwood's terminal and braces herself, taking a deep breath before contacting her father.

Penny: Hey dad? I'm ready.

Penny's eyes turn yellow. She starts speaking in Pietro's voice, and her movements are considerably more stiff and jerky.

Pietro: Ahem. This process is a... little complicated. So I'm remoting into Penny from Amity Colosseum.

Ruby: I.... see.

Flora: That is creepy as hell...

Penny begins her work on the terminal as Ruby watches on. The other three idle by. Blake swivels around a few times in an office chair.

Blake: I hope the others are okay. I've never seen Yang and Ruby fight like this.

Elena: They are. We're tough nuts to crack, Blake.

Weiss: Don't worry, they're sisters. Sometimes sisters just have very different ideas about what's right.

Nora: Yeah, they'll be fine. Jaune's a great leader, Oscar's grown a ton, Yugo has teleportation, Yang is more than capable of protecting them all in a fight, Luke's a great fighter, Rin can run super fast like Rex, Shane is a master martial artist, Crim has hard scales, Mason controls elements, Shulk can see visions like Kyla, Athena has healing powers, Briana has the same Semblance as Elena.

Elena: Actually, ours are different but not the same gravity.

Elena, Blake, Kyla, Mason, Shulk, and Weiss wait for her to continue. When she doesn't, they both tilt their heads in puzzlement.

Blake and Weiss: Hmm.

Nora: Oh, and of course Ren is- um...

Nora's usual happy-go-lucky composure breaks, and she averts her eyes.

Nora: I don't know what he is. Every time I think the two of us are making progress, he... (sighs) We've been together our whole lives but I feel like I understand him less now than ever. And I don't know if that's his fault or mine.

Blake: When you've been at someone's side for so long, after a while they become a part of you. But that's just it, they're only a part of you. Don't forget about the rest.

Nora lets out a mirthless chuckle.

Nora: I don't actually know who I am... without Ren. Pretty sad, huh?

Shulk: Then take this opportunity away from them to figure that out; figure out what Nora is.

Weiss: Yeah. Do something only Nora can do.

Nora: Like what? Be strong and hit stuff?

Crim: No... Ever since we met at Haven Academy, I saw how you took that Hazel guy out. There's something more about you than meets the eye, Nora. You just need to find it.

Weiss steps forward to comfort Nora, but some loud keystrokes distract them, and the girls join Ruby, Rex, and Penny at Ironwood's terminal. As Pietro speaks through Penny, Weiss turns to Ruby for an explanation, but she can only shrug in response.

Pietro: I just have to... There. Downloading the cloned imprint now. When Penny gets to Amity, we'll run the launch sequence. Amity's computer will try to connect to the general's terminal but get Penny instead.

Penny's eyes go back to green.

Penny: And after the launch, I'll return to help you all with the evacuation.

Pietro: (coughs) About that, Penny. When Amity goes up, I think you should be on it with Maria and I.

Penny's cheerful expression is replaced by an anxious one. The rest of the girls trade conflicted looks.

Penny: But they need me here. Right?

Ruby: Well, if you stay far out of Salem's reach, then she can't open the Vault. She can't get to the Relic. So...

Weiss: Maybe it is for the best?

Blake: Um, we should probably head to the hangar.

Back at the room's entrance, Penny glumly deactivates the electrified door again.

Penny: I guess we all have to do some things we would rather not.

To the group's surprise, the doors open to reveal Harriet, Elm, Vine, and Marrow.

Kyla: Great, you shitheads again?

Harriet: Hello, kids.

Harriet: Time to come home now, Penny.

The infiltration team draws their weapons.

Mason: Screw. That.

Weiss: So your first time losing to us wasn't enough?

Rex: I'd be happy to kick your asses again.

Marrow: We were holding back!

Elena: Sure you were.

Vine: We have all said some things we regret, but please, hear me out. I know you thought you were doing the right thing when you left with the Maiden power, but Salem is here now. Things have changed.

Vine slowly steps forward to reason with them. With the exception of Penny, all the boys and girls stare him down resolutely.

Penny: If General Ironwood plans to leave Mantle behind nothing has changed.

Vine: (sighs) I thought you were supposed to protect the people, not hurt them.

Penny: I would never hurt anyone.

Elm: Well Winter's in critical condition, because of you.

Harriet: And you repaid her by stealing the power that should have been hers.

Penny: But taking the Maiden power was the only way to stop--

Harriet: If you keep refusing to do the right thing, people in Atlas AND Mantle are going to die.

Flora: Cut the bullshit. You're guilt tripping her. Man, you guys are pathetic.

Marrow: You could stop all of this, Penny. Just open the Vault, hand over the Relic, and you'll save Atlas.

Ruby: But it won't save Atlas. Salem will find her way to the Relic no matter where you go. Once Ironwood opens the Vault, the Relic is--

Harriet: One more word, and I'm throwing you in jail right next to your uncle, runt.

Rex: One more word out of you, and I'll cut your legs off, you mohawk bitch.

Ruby makes to move forward, incensed, but Penny holds her back, balling up her fists.

Penny: Leave. Her. Alone.

Harriet: And what are you gonna do about it, tin can?

Rex: You mean what we're gonna do about it. If you haven't realized... We have you outnumbered.

Kyla: He's right, bitchy thighs. There's 12 of us, and 4 of you arseholes.

Penny steps forward beyond the room's threshold, and Harriet remotely activates the electrified door. Penny only has time to turn around before she, Rex, Shulk, Kyla, and Crim are separated from their friends.

Ruby: Penny, no! Rexy!

Mason: What the hell?!

Now alone, Penny turns back to face the Ace Ops, green Maiden-flames rising by her eyes. Rex, Shulk, Crim, and Kyla readied their weapons.

Shulk: If that's how you people want it, so be it.

A small breeze picks up, blowing in the Ace Ops' direction. It grows to the point of Penny's enemies needing to brace themselves. Finally, Penny sends an air current barreling forward, knocking the Ace Ops off their feet. Vine grabs a nearby railing with his Semblance and Harriet and Elm land on their feet, but Marrow has to grab Elm's hammer Timber to regain his footing.

Harriet uses her Semblance to move against Penny's wind as Rex runs in front of Penny and punches Harriet while Vine uses his to boost himself up out of the airflow, landing behind Penny. The Winter Maiden turns around to face him.

Penny: You will NOT hurt my friends!

The wind lightens up somewhat. Penny releases her Floating Array swords, using them to defend against Vine's Semblance. Behind her, Harriet zooms into her blind spot, hammering her with a barrage of high-speed blows. But Shulk blocks her and finally catches Harriet in the chest with his Monado REX+, causing the Ace Operative to take a spill.

Before Penny can strike again, one of Elm's rockets hits her in the back, sending her flying. Marrow and Harriet keep the pressure on her, but she's able to counter Harriet's attack. Penny uses her Maiden powers again, a dark cloud materializing overhead. Chunks of hail begin to fall, distracting Marrow long enough for Penny to kick him off the walkway. Crim comes his way and kicks Marrow in the face.

Meanwhile, Vine jumps at Kyla, brandishing a bladed disk-snaped weapon in his left hand. Kyla blocks the strike, interlocking the disk with her Monado Fencer, and then grabs Vine's arm. She kicks him in the stomach, pushing all the air from Vine's lungs before swinging her sword at his torso.

Vine: Harriet! Elm!

Elm moves forward, planting herself in place using her Semblance.

Harriet leaps onto her hammer, using her own Semblance to launch off as Elm swings. She catches Penny unaware, landing multiple hits. The Winter Maiden sends her swords forward, but Harriet blocks them. Behind her, Elm swings her weapon in a circular fashion as in a hammer throw, and Harriet backflips out of the way just in time to avoid the hammer as her teammate hurls it.

On the other side of the door, Weiss attempts to use her Arma Gigas to break it, but the electricity running through it proves fatal for the summon.

Weiss: Four versus five? Cowards.

Ruby: Penny's the Winter Maiden, I'm sure she can hold her own for a little bit.

Elena: It's more than that. Ironwood's watching. He wants to see what Penny can do by observing her Maiden powers.

Elm's hammer was blocked by Rex's Excalibur, sending Elm back.

Rex: Anchor Shot!

He fires his Anchor over Elm's foot, making her lose her footing. Giving Kyla the opportunity to attack.

Kyla: Shaker Edge!

She slashes at Elm upwards, inflicting daze and spin her around by toppling.

Rex: Rolling Smash!

He did a front flip and slammed Elm down with his sword.

Crim: Awesome! That's a team attack!

Shulk: Now it's our turn!

Vine attacks with his Thorn blades but Penny holds him and Harriet back giving Crim a chance to attack Harriet.

Crim: Edge Thrust!

Crim used Ascalon in sword mode inflicted heavy damage when attacking Harriet from the back.

Shulk: Monado Purge!

Shulk's Monado REX+ ether attack nullifies Vine's auras and temporarily blocks any new ones.

Elm is able to catch her in a bear hug from behind and stop her from using her Maiden powers. The wind dies down completely as Elm tightens her grip. The Ace Ops are given a moment's reprieve before Penny's Maiden-flames start up again.

She knocks her enemies back in a brilliant flash of blue light.

Harriet: Marrow!

Marrow throws his boomerang Fetch at Penny, knocking her off the walkway. She soon flies back up, readying her swords to use her laser attack, but Marrow snaps his fingers, pointing at her.

Marrow: Stay!

Penny gasps as she's forced to freeze. Vine drags her back onto the walkway where she collapses in a heap.

Rex: Penny!

Crim: Let her go, you bastards!

He runs to them as Elm grabs his tail and swings him from the electrified door where Ruby and the others are and gets shocked breaking down his Aura.

On the other side of the door, Nora grows frustrated with her situation, moving closer to the electrified door.

Elena: Crim!

Nora: We have to get out there... Be strong--

Nora brandishes her hammer Magnhild.

Nora: And hit stuff.

Weiss: Nora, wait!

Mason: Don't do it!

Nora jams her hammer into the door's power supply, siphoning off the electricity. She begins to scream from the strain of channeling so much power.

Pink streaks appear on her arm, chest, and neck, and her hair starts to stand on end. Still bellowing, she lets loose on the door with her hammer, disappearing in the ensuing explosion of black smoke.

Meanwhile, Marrow is still paralyzing Penny with his Semblance. Elm has her lying prone, and is about to clamp a pair of Gravity Bolas around her wrists.

Marrow: Hurry up, Elm! I can't--

The door explodes outwards from Nora's attack, sending everyone off their feet in a blast of black smoke. As the Ace Ops recover, Nora is seen in the doorway, clutching her hammer and breathing heavily, still crackling with pink electricity.

Nora: That was pretty awesome.

Nora's aura shimmers and breaks. She faints, her upper body covered with electrical scars.

Rex: Holy shit!

Penny: Nora!

They run forward to check on her fallen ally as Ruby, Weiss, Mason, and Blake step forward to face the Ace Ops, their weapons at the ready.

Elsewhere, Ironwood is watching the fight on his Scroll.

Ironwood: Damnit, that was our chance! I need all available squads to converge on--

Watts: Wait.

Watts turns around in his chair.

Watts: I have a message for your operatives.

Penny hovers above her allies, green thunder crackling in a large thundercloud overhead. An inaudible order comes through from Ironwood to the Ace Ops' private comms.

Harriet: But general, we--

Marrow: We understand, sir.

Harriet turns to look at Marrow.

The boys and girls press forward, Penny sending her swords at the Ace Ops. Vine and Marrow dodge them, and the former uses his Semblance to send Ruby, Weiss, and Blake tumbling off the walkway. Marrow narrowly dodges being swept off as well. Ruby manages to catch the edge of the walkway with Crescent Rose, but Blake and Weiss lose their grip on her hand and drop down. Ruby uses her Semblance to carry them to safety.

The Winter Maiden is left to fight Harriet alone again. The Ace Op grabs one of Penny's swords and pulls hard, snapping the wire that connects it to her. Ruby, Weiss, and Blake land back on the walkway as Elm takes stock of the situation.

Elm: Tch. Let's go.

The Ace Ops take their leave, jumping off the walkway on their own terms one by one. Marrow pauses to look back at the group before vaulting over the railing himself.

Weiss: Uh, that was-

Blake: Very suspicious?

Flora: What else can you expect from a bunch of shitheads who just stabbed the innocents in their back.

Penny stows her weapons and hurries over to Nora, hauling her upper body into her lap. Nora briefly opens her eyes and groans before falling unconscious again.

Shulk: What happened to her?

Elena: She used the electricity from the door to supercharge herself...

Rex: (sighs) Nora, you dumbass...

Penny reaches for Nora's hammer, but a spark of pink electricity arcs off it, preventing her from touching it.

Ruby and the others enter the hangar with Penny carrying Nora in her arms and Elena uses her Psychokinesis to carry Magnhild. Even while unconscious, Nora's brow is furrowed. They look around the empty chamber until they hear a whistle.

May: You coming or what?

Ruby and the others move forward, entering May's invisibility field.

May: All ready to--

May gasps when she sees Nora's condition.

Blake: She's in bad shape. We need to get her somewhere safe.

Penny looks at Nora with a worried expression, but it soon turns resolute. Her Maiden's eye-flames light up. A minor explosion blasts a hole in the wall of the military compound, and May's Manta soon comes flying through it into the open sky. Inside, Penny gently lays Nora down on the ground face-up.

Penny: I'm so, so sorry.

In the backseat, Ruby and Rex tries to comfort Penny with a smile, but the Winter Maiden is inconsolable.

Penny: It is time for me to go, isn't it?

Ruby pulls Penny into a hug.

Ruby: We'll see each other again really soon, I promise.

Behind Ruby's back, Penny catches Rex, Weiss, Crim, Elena, Mason, Kyla, Blake, Shulk, and Flora's gazes, and they look at her reassuringly.

Mason: I'm coming too.

Everyone looked at Mason, shocked.

Crim: You dude?

Mason: Hey, something in my gut is telling me that something will go wrong up there. So I'm going with Penny.

Kyla: Now hold the hell on. You can't be serious, Mase.

Elena: Are you sure you're gonna go up the tower by yourself?

Mason: Well, do you wanna switch?

Kyla: (thinks for a second) Okay, you got a point.

Rex: Dude, don't forget that Cinder and Neo are still out there.

Mason: I know Cinder was the one who killed you, and I don't know who the hell is Neo.

Flora: I saw what she can do. Her Semblance can make copies of any person she sees like she copied Oscar. So be careful...

Mason: A Semblance copycat. Got it. May, open the hatch.

May presses a button on the console, retracting the windshield. Penny climbs onto her seat, and with one last salute, flies off with Mason, headed for Amity Colosseum.

Crim: Mase, good luck, man.

Rex: Be safe there, Pen.

Elsewhere, Ironwood inspects the fruits of the Ace Ops' work, holding Penny's sword in his hands.

Ironwood: Good work.

Harriet: Tch, good work would have been capturing Penny.

Watts: Well, you know what they say.

Ironwood hands him the sword.

Watts: If you can't beat them, then make them join you.

END OF PART 94