Ironwood overlooks the City of Atlas from his office. Manta airships fly by. Someone is heard clearing their throat.

Atlas Commander: Sir, we have confirmation that Doctor Watts has escaped military headquarters with the assistance of Cinder Fall. We do have Jacques Schnee in custody--

Ironwood: I don't give a damn about Jacques Schnee. What about the other three?

The pair of Atlas officers stand at attention with nervous looks on their faces. Sweat drips down the side of the commander's face as she addresses the remaining prisoners statuses.

Atlas Commander: Sir, Venti, Branwen and Hill have... evaded capture.

As she says this, Atlas soldiers are shown scouring the wreckage of Cinder’s break-in to retrieve Watts. A soldier lifts up some debris revealing a crow, which flies into the air before transforming into Qrow, who tackles the soldier to the ground.

Atlas Commander: (voiceover) But we are monitoring every exit, so they must still be inside the compound.

Another soldier lifts up some debris, revealing Zach and Robyn. She lifts her head up as the soldier points his gun at her.

Atlas Soldier: Hands up! We're moving you to another--

As he says this, Qrow chokes out a nearby soldier before bringing up his fist to punch the soldier holding Zach and Robyn at gunpoint.

Back in the office, Ironwood angrily slams his left fist on his desk.

Ironwood: Damn it! (He huffs angrily before composing himself) Search everywhere for them. Do not return to this office until you have Zach Venti and Qrow Branwen in custody.

Atlas Commander: Of course, sir.

The pair of officers salute before leaving. Ironwood turns around to look outside the large window again. He sighs as he brings his fingers up to his ear to talk into his comlink.

Ironwood: What's the status of our--

Suddenly, a series of bright flashes occur outside his window, before a massive explosion is seen engulfing Monstra. The explosion shines so bright as the light is seen engulfing Ironwood’s office.

Down on the battlefield, Winter leads the charge as the Ace-Ops carry the bomb that was to blow up Monstra, before they are knocked back from the explosion.

At the Schnee Manor, Weiss enters her room carrying a plate of bread, soup and a drink, but she drops it in shock upon seeing the bright explosion occurring outside her window. Mia, Nora and Klein also watch the explosion from the bedside.

The explosion further reaches into the City of Atlas, knocking back and obliterating some Lancers. The entire scene is engulfed in a bright light.

In the explosion’s aftermath, Monstra is seen starting to dissipate. The morning sun shines through the particles of the slain Grimm. Through the dust, Neo can be seen happily skipping away from the Grimm with the Relic of Knowledge in her possession.

Elsewhere, Winter gets up to witness the quiet battlefield.

Winter: Is everyone all right?

Vine: No injuries here.

Elm: What?!

Marrow: They... They were still inside.

Ironwood: (over comms) Target destroyed. Good work. But no time to celebrate. Return to the Academy at once. We've got a new problem.

Marrow: But... that wasn't us.

Winter: Then we can tell him in person. Load it back up, we're leaving.

Ben was somewhere from the explosion.

Ben: Hmph. Who'd have thought that blast was too powerful... She'll come back for a few hours. I've got something else to take care of.

On the roof of a skyscraper in Atlas, Cinder and Watts stare at the disintegrating carcass of Monstra.

Watts: Did... Did anyone respond?

Cinder: (glances at her Scroll) No.

Watts: Well, she'll come back. In the interim we need a plan.

Cinder: Plan? The plan hasn't changed. (She walks a short distance away) I'm going to rip the Maiden power out of Penny Polendina, because you're going to bring her to me.

Watts: I beg your pardon?

Cinder: You said in your message that you have control over Penny.

Watts: I said I had Penny under control, not that I could telekinetically force her to do whatever I want.

Cinder turns around, looking irritated.

Cinder: What?

Watts: I implanted a virus in her, you dimwit. She's on a set path now. At least, she should be. As much as I hate to admit it, there seems to be some part of her capable of resisting. (he turns away) Regardless, it's only the matter of time before her mechanical body succumbs to the virus. She'll open the Vault, then she'll destroy herself and our little Penny problem will be do--

Cinder's Shadow Hand lashes forward, grabs Watts by the collar and pulls him toward her.

Cinder: What do you mean, she'll destroy herself? How am I supposed to take her power if she's dead?!

Watts: You know, it's impressive that you haven't realized this yet, but I don't work for you!

Cinder extends her arm again, hanging Watts off the edge of the roof.

Watts: Please. You can't just threaten me like everyone else.

Cinder: You think you're so clever, don't you, Arthur? (She begins walking toward him)

Watts: Salem sent you to bring me back-

Cinder: Salem isn't here right now, but I think we can still come up with a plan while she's pulling herself together. First, I'm going to watch you plummet to an unremarkable end. And then I'm going to burn a path directly to the Vault where I will wait to tear that magical puppet to pieces. (She extends her Shadow Hand further, dangling Watts in the air high above the streets of Atlas) And take... what is mine.

Cinder conjures a flame in her free hand, smiling confidently, but her smile quickly fades as Watts starts laughing.

Watts: Oh, of course you are! Because that's just what you do, isn't it?

Watts willingly lets go of Cinder's Shadow Hand, as if he is allowing Cinder to drop him.

Watts: And how has that worked out for you? You stormed into Fria's room, thinking you can take on Ironwood's top fighter and war machine. But you couldn't.

Cinder has a flashback of her battle with Fria, Penny and Winter.

Watts: And that machine became the Winter Maiden. Oh, and let's not forget your deal with Raven Branwen.

Cinder has another flashback, of her defeat by Raven and Rex.

Watts: Get all your enemies in one place so you'd have a shot at revenge. If only someone could have warned you against such a miserable idea. Oh wait,

Watts: I did! But you pushed ahead and you lost it, when all you had to do was your job!

Cinder's expression becomes increasingly angry; her Maiden powers form a vortex of orange energy around her.

Watts: Oh, and how can I forget your failed attempts to kill Max Venti's son at Beacon! But all you ended up doing is letting him have the Sacred Sword on him and the very thing you're afraid of, his eyes! His eyes reminded you of his father!

Cinder had a third flashback of Rex grabbing her neck in rage in his eyes.

Watts: You think you're entitled to everything just because you've suffered, but suffering isn't enough!

Cinder has a fourth flashback, of her abusive childhood.

Watts: You can't just be strong, you have to be smart! You can't just be deserving, you have to be worthy! But all you have ever been,

Watts: is a bloody migrane!

Cinder screams in rage, but instead of dropping Watts, she was suddenly being sent flying back from a heavy punch to her right cheek, causing her to drop Watts, but he was caught by Ben jumping back up the rooftop. He walks up to Cinder and grabs her by the neck.

Ben: You think you're worthy of such power? You think you deserve the power you can claim freely but you have done nothing! You've should've stayed in line like the rest, but you refuse to do it! And yet, all you could think about is yourself. You're a fool. Pitiful, pathetic, foolish bitch.

He releases her and walks away. Cinder sits on the edge of the roof, a tear in her eye. Behind her, Watts exhales heavily.

Rin, Yang, Luke, Shane, Athena, Briana, Ren, Mason, Jaune, Yugo, Mica, Kazuto, Oscar, Emerald and Max are left at what remains of Monstra.

Max: Damn, I'm gassed.

Mica: What was that?

Briana: What the hell just happened?

Rin: Dad, was that your Semblance?

Max: It is, and it's called Chaos. What you guys saw was my Chaos Blast. It could drain out all my aura for 20 seconds.

As the large Grimm decays into the sky above, Yang gets a video call on her scroll and answers it to see it was Blake, who is biting her finger nail in concern. She brightens up when she sees Yang answers the call.

Yang: Blake?

Luke: Say what? Sis!

Blake: Luke! Yang! Are you two okay? Where are you?

Jaune: Yeah, we're fine. Is everyone there all right?

Shulk: That's... a bit hard to explain.

Blake: We're... alive. This'll help though. Guys! They're okay.

Oscar gets up and Ren tries to help him. Athena tries to get up with Kazuto's help. They look over at Emerald on her knees not too far away, all alone.

Oscar: What do we do about her?

Emerald: Hazel?

Emerald looks down at her empty palms as black flakes from the dead Grimm fall around her.

Briana: I'd say we ditch the bitch. (Mason elbows her) Ow! What?!

Mason: I know she's bad, but don't be that heartless.

Briana: What about the time she tried to kill us, huh?!

Mason: That's different, B!

Yugo: Look, I know she's the bad guy, but if she tries anything funny, I'd be happy to burn her down for you.

Briana: It's a deal. Thanks, kid.

Weiss: I'm sending you a map. You're in the agricultural area. Just head to this access point to reach the red line subway tunnel then follow the route I've drawn for you.

Jaune: Got it. We'll see you soon.

Blake waves and the call ends.

Jaune, Ren, Yang, Azurefires, Athena, Luke, Yugo, Mason, and Oscar are walking through the dark subway tunnel. Emerald is walking ahead of them with her hands up in the air. Yang has her gauntlet trained on Emerald with one hand, and is holding Emerald's guns in the other. Meanwhile, Ren and Jaune are using their Scrolls as flashlights.

Yang: You can't be serious. You want us to work with her?

Oscar: I'm just saying it makes the most sense. We're all enemies of Salem, including her.

Briana: Oh, and we're supposed to just forget the fact that she helped the fire bitch and Grimm queen killed so many people during the fall?

Luke: How she screwed my girlfriend's match and got Team RWBY disqualified!

Rin: And got Penny killed for the first time in her match against Pyrrha. You and Yugo weren't there, Oscar. You have no idea what happened there and what this bitch helped happen!

Oscar: But-

Emerald: No, I'm with speedy chick. You don't like me, I don't like you. So how about we just part ways and you never have to see me again.

Jaune: You're not going anywhere. Not after everything you've done.

Ren: We can't let all of our actions stem from fear. If she could help us, I think we should consider it.

Yang: She is part of the reason I have this. (holds up her arm) I'm not going to just forgive her. Everything that happened at Beacon... She lied to us, tricked us. She is dangerous.

Ren looks towards Emerald and he sees purple petals flicker around her with his semblance.

Briana: Yeah, and the reason why she helped Cinder killed Rex.

Oscar: You don't have to forgive her. You have every reason to feel that way. Just maybe give her a second chance. We've already gotten quite a bit of help today from someone we don't exactly trust right now.

Ren: Do you mean Ozpin?

Oscar becomes surprised and looks back at Ren.

Ren: I had a feeling.

The group stops walking. Yang, Ren, and Jaune circle around Oscar.

Yang: Wait, what?

Jaune: Oz is back?

Briana: He's still there?

Luke: Since when?

Oscar: I know how you feel but he saved my life. When we were tortured, he took it. So I wouldn't have to.

Oscar: He entrusted me with this, and the massive amount of power he had stored up in it.

Oscar holds out The Long Memory.

Oscar: Kinetic energy that he spent lifetime after lifetime accumulating in the cane he built.

Jaune: So that's how you did that? Using all of the stored up power.

Oscar: Not all, but most. We have to be careful with how we use the rest. He trusted my judgment and it saved us. I want to reciprocate that trust. There's a lot to sort out, but... Oz really wants to help.

He retracts the cane and places it on his back.

Ozpin: Thank you, Oscar.

The group hears the echo of a baby crying, and decide to run towards the noise. They come across a large group of Atlas citizens taking refuge in the subway.

The lights are occasionally flickering as vibrations are felt from the grimm attacks overhead.

Jaune: All of Atlas is down here.

Max: You see. The despair you helped create, the chaos, the dread. The lives you helped to ruin. (Closed his eyes) Maybe this experience will show you what kind of evil you've done.

Max started to sing as he got all the people's attention.

Max:
Thunder, rain and lightning
Danger, water rising
Clamor, sirens wailing
It's such a bad sign

Shadows, dark creatures
Steel clouds floating in the air
People run for shelter
What's gonna happen to us?

All the steps we take, all the moves we make, all the pain at stake.

I see the chaos for everyone. Who are we? What can we do?

You and I are same in the way that we have our own styles that we won't change
Yours is filled with evil and mine is not
There is no way I can lose!

Can't hold on much longer
But I will never let go!
I know it's a one way track
Tell me now how long this'll last!
I'm not gonna think this way
Nor will I count on others!
Close my eyes and feel it burn
Now I see what I gotta do!
Open your heart, it's gonna be alright, yeah

Open your heart (2x)

As Max finished singing, everyone looks at him.

Max: People of Atlas. I understand that you're afraid. But, I ask that you don't give up on us, we will save you all and do everything we can in order to stop this madness. This I swear to you all.

Max walks away and catches up with the others.

Oscar: I've seen what you can do, Emerald. However this fight ends, we could really use someone like you.

Back in Ironwood's office, the general is interacting with holographic interfaces above his table as the Ace-Ops make their entry. He looks towards and smiles at all of them.

Ironwood: It's about time. While we dealt a decisive blow to Salem today--

Winter: Actually that wasn't our payload, sir. I brought it back with us.

Ironwood gets a surprised expression on his face.

Ironwood: Then who could have...? (he brushes his hand against his chin) But you still have it. This may be useful. Penny still hasn't come to the Vault, meaning Watts was either incompetent or he betrayed us. At this point, we'll never know. Cinder Fall has attacked command and escaped with him. And that's not all we've lost.

Winter: Sir?

Ironwood: Zach, Qrow and Robyn have also escaped.

Harriet gets an angry expression on her face as her eyes begin to glow gold and emits electricity. She turns to begin searching for the escapees, but Ironwood stops her with a motion.

Ironwood: Salem's creature was destroyed, but that doesn't mean we've stopped her. She will return and she will throw everything she has at us until there is nothing left. And we are perilously close to that already. I need the Winter Maiden, now. It's the only way Atlas can survive. Schnee, bring me Venti, Percival, Azurefire, Pine, Arc, Ren and Xiao Long.

Winter: (nervously) What for, sir?

Ironwood: I had Qrow and Zach in my hands and I didn't do what needed to be done. I will not make that mistake again. I know. I'm ashamed I didn't think of it earlier. Leveraging the lives of her friends is the only way to make Penny listen to reason.

Harriet: Sir. I'm sorry, but we don't have them. Operative Schnee let them go.

Ironwood looks at Winter in disbelief.

Ironwood: You what?

Winter looks down at the floor with guilt as Harriet explains.

Harriet: Winter allowed them to go on board the creature to rescue their friends and they never came back.

Ironwood lets his hand off Winter's shoulder and walks back to his table.

Ironwood: They were our last chance... Now... Now I have NOTHING!!

Ironwood smashes the table. The holographs flicker, then fade.

Atlas Officer: (over comms) Sir! We are detecting non-military ships on radar, dozens of them!

Ironwood: Ships? Whose ships?

Atlas Officer: They appear to be Schnee Dust Company freighters, sir. They're heading straight for Mantle.

On one of Ironwood's holographic interfaces on his desk, he sees the freighters leaving Atlas and heading down to Mantle.

Ironwood: Weiss... I see.

Ironwood: They're trying to save Mantle. This has always been about Mantle, hasn't it? I need to make a call.

The camera cuts to Watts adjusting his necktie and walking towards Cinder. She pulls out her Scroll.

Message from Neo: Your boss won't stay dead. But you will without this.

Neo posts a picture of herself holding the Lamp. Cinder angrily growls.

Watts: Who is it? Did someone survive?

Message from Neo: If you want her name, you know what you owe me.

Ben: Neopolitan.

Ruby opens the door of Schnee Manor, Rex, Crim, Mia, Weiss, Kyla, Shulk, Flora, Elena, and Blake at her side. Rin, Yang, Luke, Shane, Kazuto, Mica, Mason, Jaune, Yugo, and Ren are seen standing. Ruby jumps into Yang's arms as they happily hug each other. Rin runs to her brother and mother and hugs them. Ruby began crying tears of joy as she looks at her sister, who smiled back at her.

Yang: I missed you too.

Yang hugs Weiss as Briana hugs Elena and Ruby goes to greet Jaune and Ren. Mason and Crim high-five. Shane then spots Blake, standing with her cat ears lowered. Shane holds the side of Blake's face, blushing, before the two of them kiss. Luke goes to Blake, hugging her.

Ren: Where's Nora?

Weiss walks towards Ren as Ruby watches her doing so. Ruby and Rex turns to Oscar and Athena

Rex: Athena, you're okay!

Ruby: Oscar, you--

Ruby goes to hug Oscar, stopping when she notices Emerald with him. As Rex and Ruby reach for their weapons, Emerald reaches for her own guns holstered behind her. Oscar stands between the three.

Athena: No, she's okay. She's with us.

Rex: Care to say that again?

Athena: Rex, she helped me and Oscar escape out of the Monstra.

Rex: (To Emerald) You twin-haired piece of crap!

Max: Son, stop!

Rex stops and turns and can't believe what he saw... His own father standing behind him.

Rex: Impossible... It can't be... Dad?

Max: Long time, no see, kiddo.

Mia: Max? Is it really you?

Max: Hey, Mia... sorry...

Mia runs to her husband making him fall to the ground.

Mia: Thank Oum you're still alive...

Max: I told you, I always come back.

Mia, Rex and Rin all hugged him together.

Luke: Damn, that's beautiful.

Mason: I know. Max Venti in the flesh.

Ruby hears a notification from her scroll. May is calling from Mantle.

May: Kids, the cargo ships you sent just made it but they're not alone.

Ruby: May? What are you talking about?

May: Oh my gods, run! Everyone, into the mines!

Flora: What the hell was that?

Blake: Were those...?

Everyone hears alarm blaring. Yang, Flora, and Blake cover their ears when hearing them. Everyone takes out their scroll.

CCT Voice: This is an emergency CCT broadcast.

All CCT's and Scrolls across Atlas show the SDC freighters being shot down by Atlesian Mantas.

Crim: No, no, no, no, no.

Yang: What's going on?

Weiss: Those ships, they were going to save people! Why would--

The broadcast changes to show Ironwood standing in the center of a dark room, under a spotlight.

Max: James...

Ironwood: I have always promised to defend this Kingdom. Its technology, its future, from those who would see it destroyed. Our enemy is crippled, but one individual still denies Atlas its salvation. The Protector of Mantle.

As Ironwood continues, Rex, Ruby, Blake and Yang became displeased as everyone watches.

Ironwood: Penny, wherever you and your friends are, I need you all to listen. I know how much Mantle means to you, so I'm going to give you a choice. You can bring yourself to Atlas Academy and do your duty, help me save as much of Atlas as I can, and Mantle will be left to fend for itself. Or... you can all watch as I destroy it.

Weiss, Kyla, and Mica gasps in shock at Ironwood's ultimatum.

Ironwood: I have one bomb. That's all it will take.

Elsewhere in Atlas, Ben, Watts and Cinder watch Ironwood's ultimatum before they look at each other.

Ironwood: If there is no Mantle then there is no reason for you not to work with me. Neither of us want it to come to that, but one of us is willing to do it. If anyone tries anything other than what I've ordered, Mantle... is gone. You have one hour to respond.

In Weiss's bedroom, Nora, now recovered but worried, watches Ironwood's ultimatum to Penny before she looks at Penny who is still unconscious.

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

END OF PART 101