The camera opens up on farm plains on the outskirts of Atlas. A squadron of Atlesian Military soldiers ready their guns just outside the city walls. As they watch, Grimm start running through the fields. On the edge of the floating landmass, the whale-esque Grimm Monstra roars, releasing a wave of Grimm Liquid that spawns a plethora of Grimm types: Sabyrs, Sulfur Fish, Apathy, Megoliaths, and more.

The forces of Grimm and Atlas clash as General Ironwood looks on from the safety of his office. He scowls, then presses a button on his desk console, speaking remotely to a subordinate.

Soldier: Yes, sir?

Ironwood: I am evacuating all citizens to the subway. Prepare Manta Squad Omega, and dispatch to every part of Atlas.

Soldier: But sir-

Ironwood slams his fist on his desk.

Ironwood: Now!

Elsewhere in Atlas, civilians are seen lounging in a public park. High-pitched speaker feedback is heard before Ironwood broadcasts his announcement.

Ironwood: Citizens of Atlas, please proceed to the nearest underground subway station for shelter.

One man gets up from beside his daughter, confused and looking around for a threat. As sirens begin to blare, people start to panic and run for the subway. Then man is frozen with fear until his daughter points to the sky behind him.

Daughter: Dad? Look!

A swarm of Lancers weave their way between the Atlas skyscrapers, sending the man stumbling back. A squad of Mantas swoops in, opening fire on the Lancers. The man hurriedly leaps to his feet.

Father: We need to go!

The Ace-Ops and Winter have taken Rin, Yang, Luke, Briana, Shane, Yugo, Jaune, and Ren into custody, and cuffed them with Gravity Bolas. Their Manta approaches Atlas, and Atlas Military chatter can be heard over the in-ship radio.

Commander 1: We can't get the Hard Light shields back up, sir. The generators took too much damage!

Ironwood: Then don't waste resource on them. Beta Squad, the creature?

Commander 2: We tried bombs, missiles, but we can't make a dent, sir.

Winter chimes into the conversation.

Winter: Sir, Schnee here.

Winter: Penny is still MIA, but we've apprehended Venti, Belladonna, Azurefire, Arc, Xiao Long, Percival, Pine, and Ren.

Ironwood: Stand by for further orders, and don't let those fugitives out of your sight.

Winter: Yes, sir. Of course.

Behind her, Yang turns to look at her with a grim expression.

Yang: Still just following orders.

Briana: Don't waste your breath, Yang. That's the only thing they know, following orders waiting for a treat from your daddy Ironwood.

Luke: And if you think we're gonna work with you, then you are either braindead or just fucking stupid.

Elm: Shut up, both of you, and be happy you have some usage for us.

Kazuto: If you lay a finger on those kids, you're gonna regret it.

Shane secretly heated his hand behind his back slowly to get out of the bolas.

Winter turns and narrows her eyes at the girl, then gasps as Monstra slowly comes into view through the windscreen. Rin, Jaune, Yugo, and Ren stare slackjawed at the gargantuan Grimm.

Rin: Okay... it's much more massive than I thought it was...

Jaune: That's where the Grimm took Athena and Oscar. It's even bigger than I thought.

Vine narrows his eyes, clearly skeptical.

Vine: Grimm don't take prisoners.

Yang: This one did. If you would just let us go--

Yang makes to get out of her seat, but Vine and Elm grab her shoulders, forcing her back down.

Shane: Are you seriously still gonna let them die in there because of your fucking orders?

Mica: Shane, watch your mouth!

Shane: Mom, not now. I bet you guys have metal in your brains because he's making you do what he tells you to with nothing to say.

Harriet: You'd better watch your mouth, before I shut you myself.

Shane: (glares at Harriet) Drop dead.

Ironwood's voice comes through over the radio again.

Ironwood: Cease fire. Manta squads, concentrate on secondary hostiles. Command is working on a solution for the creature.

Winter: What do you have in mind, sir?

Ironwood: We aren't making any progress attacking the thing from the outside. But from the inside, it could be vulnerable. Science team is putting together a bomb. When it's ready, we'll drop it off as close to the target as possible. Then, your team will deliver it on foot. Sending your rendezvous coordinates now.

Throughout Ironwood's order, Winter's face goes through a cycle of emotions: pensiveness, horror, denial, and finally, resolution.

Winter: Of course, sir. We will hold the point and we will get it done.

Rin, Yang, Luke, Briana, Jaune, Yugo, Shane, Kazuto, Mica, and Ren are taken aback.

Yugo: No!

Kazuto: What?!

Rin: You can't be serious!

Jaune: But Oscar and Athena are in there!

Yang: You can't do this!

As Yang struggles to break away from Elm and Vine's grasp.

Luke: Hey, touch my girl again and I'll crack your skulls like a nut!

Briana: You're just willing to sacrifice Oscar, who by the way, STILL HAS OZPIN INSIDE HIM!?

Winter's expression changes back to one of regret. Her right hand trembles before she steadies it by clenching her fist.

Meanwhile, within Monstra's throne room, Salem is directing her Grimm by making sweeping gestures with her arms, similar to an orchestra conductor. Emerald is spying on her from a short distance away.

She seems conflicted about the present situation, steels herself, then leaves the room. In the hallway, she encounters the Seer but is able to evade detection using her Semblance.

Behind a closed door, she overhears Oscar, Athena, and Max's physical torture at the hands of Hazel, and puts her ear to it to eavesdrop. In the room, the three of them are suspended off the floor by his wrists. Oscar's blood drips onto the floor.

Hazel: That stunt you pulled. She'd have killed you if you didn't just pop up somewhere else. Still, you can make things easier on yourself if you start telling the truth.

He walks up to Oscar, who has a black eye, is bruised in several places, and has clothes peppered with dried blood, dirt, and scorch marks. Ozpin speaks through the boy.

Ozpin: You've never wondered why she recruited you? You, specifically, to help her find the Relics.

Hazel: We share a vision. She's gonna create a new world order, no Kingdoms...

Hazel steps close to Oscar, almost nose-to-nose.

Hazel: ...and no Huntsmen Academies.

Athena: That's still destroying the world.

Ozpin: (chuckles) New world order. No. When Salem gets all four Relics, there will be no world left at all. Don't you get it? She's been alive longer than you can comprehend. All she craves now is release. Death.

Athena: Everything he's saying is true. He's telling you is the truth.

Hazel punches Athena and Oscar, sending him swaying by their wrists.

Hazel: Stop lying! Salem can't be killed.

Oscar blinks repeatedly, trying to focus on Hazel's words.

Hazel: When she came for me, I killed her over and over again. The longest she was gone was only a few hours, before she put herself back together. When I couldn't lift my arms anymore, she showed me that, through her, I could have the vengeance I needed.

Ozpin: Oh, Hazel, don't you see?

Ozpin: That is why she came for you. Because she could make you believe that this is what you needed.

Hazel: This is what you deserve!

Ozpin: Yes! but Oscar? Athena? Max? The people of Atlas, Remnant? You haven't done what you've done for justice. You've done it for yourself. Because she pushed you to think it would help you. Well, has it?

Max: Do you really believe all the bullshit she's done over the years? Everything she said, they're all lies! To manipulate the way she did to you and the rest of those bastards!

In the Schnee Manor, Weiss has finished treating an unconscious Nora's injuries as best she can. Nora talks in her sleep.

Nora: Now what am I good for?

Weiss brushes a lock of Nora's hair out of her face. Rex, Ruby, and Blake enter the room, hot drinks in hand.

Ruby: How is she?

Weiss: I've done what I can, but she needs a doctor.

Weiss goes over to join her friends, accepting a cup from Ruby.

Rex: If Athena were here, she would've healed Nora.

Blake: Hopefully, May's able to reach the others. I'm... I really hope they're okay.

Crim: Me too. The situation is getting bad out there.

Blake glances out of the window at the Atlesian night sky, where distant red lightning can be seen flashing periodically.

Blake: Salem's monster is making Grimm faster than the Atlas military can kill them. The city won't stand a chance unless we stop it.

Ruby: It's massive. Way bigger than a leviathan. What can we even do?

Elena: I'm not sure. We would need our heavy hitters in order to take that thing down.

Kyla: Wait. Any news from Mason?

Rex: I thought he was helping Penny, Maria, and Doc from the tower.

Crim: I tried calling him, but he won't pick up.

Weiss settles into a chair by the fireplace.

Weiss: Penny launched Amity and our message went out. Do we just wait for someone to come? If they even come.

Ruby stares morosely at her cup, red lightning lighting up her reflection in the liquid within.

Ruby: How did it all get like this?

May and Flora enters the room.

May: Fiona said your friends haven't been heard from in a while. Unfortunately, the last thing they're worried about is a couple of kids.

Shulk: Any word from Penny?

Flora: After the message got shot down, we haven't been able to communicate with anyone.

Kyla: Damn...

May: Come on, I've got the ship ready to head back and-

Weiss hurriedly gets to her feet, setting aside her cup.

Weiss: What? We can't leave.

Crim: Are you cracked?

May: It's chaos at the crater. Atlas has its army, but Mantle only has us. People are dying.

Ruby appears conflicted, but Weiss is defiant.

Weiss: People are dying here, too. Don't you have family in Atlas?

May: No. Mantle needed me, and to the Marigolds, that meant I wasn't their son anymore. And I made sure that everyone knew that I wasn't their daughter. So forget 'em. They've got Henry, yours have Whitley. You get what I'm saying.

Weiss: I don't know about-

May angrily turns to face Weiss.

May: Which side are you on, anyway?

Blake: We've heard that before.

Elena: Ironwood and the Ace-Ops already said the same thing.

May steps toward Blake and Elena to confront them, but Ruby chimes in.

Ruby: There are no sides! We want to help everyone. We're all facing Salem together. And together is the only way we're going to get out of it.

Rex: It's not about Mantle or Atlas anymore. It's about all humanity. Everyone. She tries to divide us, weakening our strength. But, when we unite this strength makes us stronger, that's what Salem's scared of. That's exactly why she stayed in the shadows.

May: (sighs) So, how exactly do we get out of it?

As the group ponders their situation, Whitley can be seen in the hallway eavesdropping on the conversation.

Meanwhile, Ozpin continues speaking through Oscar, trying to reason with Hazel.

Ozpin: "So long as this world turns, you shall walk its face". That was the curse cast upon her. But if Salem can divide Humanity beyond repair, and bring all four Relics together, she believes that maybe her curse will be broken. The Gods will rule against us and destroy Remnant, once and for all.

Hazel: Nice story. But if Gretchen's death taught me one thing, it was never to trust you.

Athena: And you still don't believe him.

As Hazel moves toward Oscar, the boy's persona talks to Ozpin in his mind.

Oscar: Please, let me.

Ozpin: But, Oscar--

Oscar: You want him to trust us? Then trust me.

The boy closes his eyes, and Ozpin yields control to Oscar.

Max: Kid?

Oscar: Her name is Jinn.

Hazel stops advancing toward Oscar.

Oscar: You want her to come out of the Lamp? Just say her name. She can still answer one more question.

Athena: Oscar!

Hazel's eyes widen in anger, and he grabs and lifts Oscar by the collar.

Hazel: After all that, you're just going to give Salem the password?

Oscar: No, I'm giving you the password, and hoping you'll find the truth for yourself.

Hazel slowly releases Oscar's collar, his scowl turning to an expression of surprise.

Max: I get it now. If you still don't trust Oz, why don't you tell Jinn the truth about your sister? About what really happened.

Emerald pulls away from the door, trying to process what she has heard.

Later, Mercury is seen packing an away bag with Emerald in the same room.

Mercury: They're prisoners, Em. They'll say what they think will get them out.

Emerald: So you're still going to Vacuo, after what I just told you?

Mercury: Those are Salem's new orders, and I know better than to disobey Salem.

Mercury heads for the door.

Emerald: But--

Mercury sighs, turning to reason with Emerald.

Mercury: Look, even if what he said was true, we can't stop Salem.

Mercury: You told me yourself, Hazel tried. He failed and he got in line. Big guy's not going to pick fights he can't win, and neither should we.

Emerald puts on a defiant expression. Mercury turns away, stepping into the corridor.

Mercury: And all of this is pointless, anyway. Salem's not ending the world.

Tyrian appears down the hallway as Emerald exits the room and joins them.

Tyrian: (laughing) Of course she is! You're surprised? Salem is destruction incarnate! (giggling) Our mistress wishes to see the end of it all! There is no ideal more beautiful.

Tyrian claps his hand on Mercury's shoulder and curls his scorpion's tail around him, but just as quickly pushes him away.

Tyrian: If you couldn't see that from the start, you must be out of your mind. (giggling)

He leers at Emerald and Mercury, his tail curling and uncurling sinisterly, then uses it to hurry Mercury down the hallway.

Tyrian: Now come along, Mr. Black. You and I have a date with the desert.

On one of Monstra's landing bays, Mercury is pushed roughly into a Manta aircraft as Emerald looks on, a mixture of dread and worry on her face. Mercury catches her gaze and gives her a solemn nod before Tyrian takes the ship into the distant Atlesian sky.

Meanwhile, in the Ace Ops' aircraft, Yang stands up to confront Winter. Elm and Vine quickly get up, grabbing her arms.

Yang: You can't blow it up with Oscar still in there!

Vine: That creature causes more damage every minute. We cannot wait.

Luke: Of course you would think that... Damn machines programmed to follow exact orders. Makes you wonder who's the real machine, Penny or you fucking clowns?

Harriet: You shut you mouth, or I'll make you, cat boy.

Luke: If you're gonna punch me, go ahead. I'm the one who killed the White Fang terrorist, Adam Taurus.

Shane: He ain't bluffing, he really killed Adam.

Winter has her back to the others, hiding her pained expression from them. Jaune gets up as well.

Jaune: Please, Winter, give us a chance to try to rescue him first! We... We could be your test run. You don't know what'll be waiting for you inside, right? So we can go ahead to check it out, and look for Athena and Oscar while we're inside.

Marrow turns to look at them from the pilot's seat.

Briana: I hate to admit it... but that's a good idea. Not smart, but effective.

Marrow: You want to go inside that thing alone?

Rin: We've faced lots of danger before. Going inside the belly of the beast is the equivalent of diving down the barrel.

Yang: Wouldn't you do it for Elm? Harriet? Vine?

Marrow and Harriet trade uneasy looks.

Elm: We don't let feelings get in the way of making the right call. Trading 11 lives for two is stupid.

Shane: And trading the all of Remnant for Atlas isn't? Explain your 'logic'.

Ren's head is bowed, but as he speaks, he slowly raises it in defiance.

Ren: They're our friends. We will do whatever it takes to find them, because we care about them.

Harriet gets up from her co-pilot's seat.

Harriet: (scoffs) I really had you pegged as the most level-headed of the bunch, but I guess you're just as naive. Feelings don't matter, the job matters. When you lose someone on your team, you move on. Replace them, like Marrow replaced Tortuga and Winter replaced-

Ren leaps to his feet.

Ren: No! No one is replaceable.

Ren's eyes widen as he stares at Harriet.

Surrounding her are red flower petals rising up from below like fire. She is glowering at him, incensed.

Ren: You don't really believe that. You are furious about losing Clover, and you, you miss him.

Harriet' briefly lets her surprise show, but her expression quickly reverts to anger.

Harriet: You don't know anything about me!

Shane's fire almost loosen the wires.

Ren glances at Marrow, who is surrounded by blue petals slowly falling like snow. Elm has rising red and yellow petals surrounding her, and Vine has green petals swirling gently around him. Ren finally looks down at himself. Pink petals gently fall toward his feet.

Ren: That's why you lost against Team RWBY, REBL, and CRMS. You, you try to fight how you feel about each other, so you'll never truly work as a team.

Elm lets go of Yang to rage at Ren. The red and yellow petals are still rising up around her.

Elm: Shut up! You don't know what you're talking about!

She pulls her fist back to strike Ren before Winter steps between them.

Winter: Everyone, calm down.

She takes a moment to study her prisoners' expressions.

Winter: Fine. We will drop you as close as we can to the monster.

Harriet: You can't be serious. They're fugitives and traitors!

Winter turns toward Harriet with cold indifference.

Winter: I outrank you.

Harriet's eyes widen in surprise before she relents, growling indignantly.

Yugo: What is that? (his eyes widen) Guys, get down now!

The person Yugo saw was Mason who broke through the window and pinned Harriet down.

Shane: Mase!

Jaune: Mason!

Mason: (to Harriet) I finally found you. Where is it?

Luke, Rin, and Ren noticed his tone.

Harriet: Get the hell off me!

Mason grabs her hair and bangs her into the wall.

Mason: WHERE IS IT!?

Elm: Let her go, you little shit!

Elm was about to punch Mason but he used one of his sword's Lightning elemental to shock her.

Mason: Don't play stupid with me. You took one of Penny's swords! (Charge his Fire elemental) Now tell me where it is!

Harriet: I don't have it on me now! I swear to Oum, I don't have it!

Mason: (tries to choke Harriet) Liar!

Kazuto: Mason, let her go!

Mica: She didn't do nothing!

Shane: Whoa, dude! Did something happen to Penny?

Mason: You guys really didn't know?

Yang: Know what?

Mason: This bitch stole Penny's sword and now Penny's gone. Because. Of. Her!

Mica: Say what?

Harriet: (straining) It was Watts, okay?! It was Watts...

Mason: Are you fucking shitting me? You guys gave her weapon to him!?

Marrow: In our defense, we didn't know what to do!

Luke: (to Mason) Dude... we can worry about Penny later, right now, we gotta save Oscar and Athena.

Mason: (lets Harriet go) Why, what happened?

Rin: The Grimm took them to that whale. (Points to the window)

Mason: (looks to that Monstra) Holy shit, I've never seen a whale that big.

Yugo: That's why we gotta go down there to save them.

Mason: Oh man...

Winter: If you aren't out in time, we drop the payload. No matter what.

Marrow turns back to face the windscreen, uncomfortable.

Jaune: We understand.

Yugo: Which means I can do this.

Yugo breathes fire out of his mouth, loosing the bolases.

Mica: You can breathe fire now?

Briana: You sneaky kid. You could've done that long ago.

Yugo jumps out the airship's window and flies.

Rin: Hey, Yugo, wait! Where you going?!

Yugo: I'll go on ahead! (Flies to the Monstra)

The Manta touches down on the outskirts of Atlas. As its hatch opens, Winter deactivates the Gravity Bolas tied around Rin, Yang, Briana, Luke, Ren, Mica, and Kazuto's wrists. But Shane finally melted the Bolas. The latter approaches Marrow, who is standing guard by the door.

Ren: You don't like this either.

Ren: In fact, you don't want to be a part of it at all anymore.

Marrow's expression falls. He seems to steel himself, and lowers his gun.

Marrow: I... I have a job to do, and I'm going to do it.

He heads for the cockpit area. Rin used her Semblance, Yang uses the blast from her gauntlets to leap off the ship, Shane, Mason, Briana, Kazuto, and Mica ran right behind them, and Jaune tosses Ren his guns before drawing his own sword and shield, then leaping onto the plains. Winter watches Jaune as he leaves, her expression stony.

Ren: I know you don't, either.

Winter, in Ren's eyes, has rising red and yellow, swirling green, and falling blue petals surrounding her as she fixes Ren with an indifferent stare.

After Ren leaves the ship, her expression betrays her concern.

In Schnee Manor, the boys, girls, sans Nora, descend the central staircase.

Ruby: Wait, what about Zach, Qrow, and Robyn? Well, maybe if we can get them out of wherever they're being held, they could--

May clutches her forehead in frustration and rounds on the other nine angrily.

May: No, see, you just don't get it! This is not a situation where everyone wins. Now, you all can come with me to help in Mantle, or I can drop you off near the front lines, if you still want to help Atlas. Your uncles and Robyn can't save us. We have to choose. So choose.

Rex, Ruby, Crim, Weiss, Shulk, Elena, Flora, Kyla, and Blake look at each other uneasily.

Crim: If you're going down there, go ahead and leave. No one gives a shit. You don't get it, May.

Kyla: If the people die down there, it won't be on us, it'll be on your arse.

A knock at the door draws everyone's attention, and they draw their weapons, creeping to the door. Weiss opens it cautiously, her eyes widening when she sees who it is.

Weiss: (gasps) Klein!

Rex: Mom?

Klein and Mia stand in the doorway, doctor's bag in hand. Klein tips his bowler hat.

Mia: He came to me as soon as I came to the house.

Klein: Miss Schnee! I heard there was a patient here who needed my help.

Weiss: I, I am so sorry, Klein. It's my fault that Father...

Klein's eyes turn green as he holds his hat to his chest. He seems to develop a stammer.

Klein: Please don't worry, my snowflake, it had nothing to do with you.

Klein's eyes turn red as he puts his hat back on his head.

Klein: And everything to do with Jacques.

Klein enters the manor and slams the door shut. Weiss walks him in, sniffling and wiping away her tears as the others put away their weapons.

Weiss: Well, that's sweet of you. But wait, how did you know--

Klein blinks, his eyes turning sky blue.

Klein: Ah, young Whitley. I'm so glad that you rang! May I please see the patient? I understand it's urgent.

Whitley descends the central staircase.

Whitley: Yes, she's in Weiss's room. Just go up the--

Klein: I haven't been gone that long, Master Whitley. I believe I can find it.

Klein pats his hand on Whitley's shoulder before heading up the stairs.

Weiss: You called Klein?

Whitley: That girl needs a doctor. (turns away from Weiss) I didn't do it for you.

Weiss: I know. That's why it means so much to me.

Whitely gasps as Weiss steps forward to hug him.

After some hesitation, he sighs and embraces her back.

Kyla: Okay, I kinda regret threatening him now.

Crim: Ditto.

Weiss gasps when she and the others hear an explosion from outside.

Shulk: What was that?

Weiss: Did you call anyone else?

Whitley shakes his head. Ruby opens the door to find a smoking crater in the manor walkway. She, Rex, Crim, Shulk, Weiss, Elena, Flora, and Blake run out to see Penny, crackling with electricity and covered with neon green coolant lying in at the bottom of the crater. Penny catches sight of her friends and weakly reaches out to them.

Rex: Penny?! What happened?!

Penny: I'm... I'm sorry.

Penny collapses as the screen fades black.

END OF PART 98