We find Ironwood and Winter with Harriet, Elm, and Vine. The General gets an alert on his Scroll.

Ironwood: Mm...

Harriet: Sir?

Ironwood: Seems like Qrow and Robyn escaped from their cells.

Harriet activates her gauntlets.

Harriet: I've been wanting a piece of them.

Winter: We lose the bomb, we lose our leverage. Make sure it's secure.

The Ace Ops leave Winter and Ironwood alone.

Winter: ... Sir... This plan... Threatening to blow up Mantle to get Penny back...

Ironwood turns to her without so much as batting an eye.

Ironwood: I hope you're not going to try talking me out of this...

Winter pauses before facing him.

Winter: No, Sir. I don't even think that's possible anymore.

Penny arrives on the scene and Ironwood raises a cannon at her.

Ironwood: I'm surprised you came without a fight, considering your friends.

Winter ties Penny's wrists together.

Penny: I need to open the vault.

Once her arms are restrained, Ironwood lowers his weapon before walking over.

Ironwood: You've... Done the right thing.

Penny: I have...

Penny vanishes, revealing Emerald in her place and an airship with August, Emily, JNR, Oscar, and Aguilera.

Emerald: Feels weird.

She kicks the cannon out of the General's hand and catches it before vanishing. August flies at him, using a mix of martial arts and gun skills to strike. Ironwood grabs his wrist and goes to punch but Jaune jumps in between with his shield. Emily jumps up and uses the scythe from her Hashibirokou stamp to slash. Nora jumps into the air and Winter charges her strength with a lightning glyph before the energetic redhead smacks Ironwood with her hammer.

Oscar starts striking with his cane but Ironwood catches it and goes for another punch but Winter knocks him out.

Winter: Now... Move on to Phase 2.

Meanwhile, Team RWBY, you, and the real Penny sneak into Atlas Academy and begin your way towards the Vault.

Y/N: Remember the plan...

Ruby: Right.

You reach the vault and Penny touches the door, causing it to open. Using her Semblance, Ruby grabs your group and flies inside, grabbing the Relic, a golden staff.

Ruby: Ambrosius!

Time stops around you and blue smoke emits from the staff. A large blue man wearing only gold chains forms from the smoke.

Y/N: Uh... Is that normal?

Yang: Oh right, you weren't with us when we first summoned Djinn.

Ambrosius: I am the spirit within the Relic of Creation. Who requires my creative power?

Ruby: Our friend, Penny. She isn't a normal person.

Ambrosius examines the robotic girl and smiles.

Ambrosius: No she isn't. Whoever built you did quite a good job.

Y/N: She has some kind of virus. Once we exit your time... Stop thing... She'll self terminate. We want you to make a copy of her using her robotic components. Hopefully it should save her. We know you can't make any naturally living thing.

The being of Creation smiles.

Ambrosius: Sounds much more interesting than my last job. A floating city? Child's play for me. But eh... I need a blueprint.

Weiss provides Penny's blueprints.

Ambrosius: Well... You've certainly done your homework. Very well.

Blue smoke swirls around Penny and the smoke floats away from her, forming a second Penny. Ambrosius returns to the staff and the copy Penny falls to the ground. Her eyes flash red as the virus shuts her down.

Vice: That's kinda nightmarish, seeing a copy of yourself die like that.

Penny: I'm... A real girl! I feel so warm!

She hugs Ruby.

Penny: Are hugs always this warm?

You smile at this scene but raise the Staff of Creation.

Y/N: Ambrosius.

The spirit appears again.

Ambrosius: Summoned again so soo- Oh. It's you again...

Y/N: Sorry but we have one more thing we need made.

Weiss: Gateways across Mantle and Atlas, leading straight to Vacuo. A one way ticket.

She shows SDC Dust transfer terminal blueprints as a reference.

Ambrosius: Very well.

A doorway of light appears as the copy Penny vanishes.

Ambrosius: Oh yes... Bit of free advice, don't fall while inside the path.

He returns to the staff one last time.

Y/N: Let's go. We'll need to guide everyone.

You walk through the doorway and find a road of light in a vast void. Multiple paths lead from different doors and all converge on a single larger door.

Y/N: Woah...

You take Weiss's hand and the group starts walking towards the bigger doorway. You notice August and the others go through doorways, leading civilians towards your destination.

Ruby: We finally did it...

Unfortunately... You aren't that lucky. Yang shoves Ruby out of the way as Neo attacks her. The blonde falls off the path.

Blake: Yang!

She tries throwing her weapon to try to grab Yang, but she falls down into the void.

Y/N: No!

You notice an explosion as Cinder flies up.

Cinder: There you are.

Y/N: Stay back, Penny...

You glare daggers at Cinder.

Y/N: Why the hell do you keep coming back like a rash?!

Cinder: I should ask you that... You annoying nosy brat...

Thunder Gale!

Y/N: Henshin!

Kamen Rider Revice!

You transform and fly at Cinder. The two of you thrash around in the air and she tries stabbing you with a sword made of volcanic glass. You catch the blade under your arm and break it before elbowing the woman in the face.

August: Y/N!

Suddenly... A portal opens above the road and a figure steps into view alongside Lucius.

Weiss: What the?

Emily: Is that... Giff?

August: Why's the Director with him?

You notice him and toss Cinder away as you draw the Revislasher.

Stamp-by! Revi-Vice Slash!

You fly at the Demon but Giff merely raises a hand and blasts you with dark energy, knocking you out of your transformation and immediately depleting your Aura. You cough blood as Weiss runs over.

Weiss: Y/N!

Lucius: We shall no longer operate in the shadows. Lord Giff shall lead us all to salvation.

Giff turns to Cinder, who bows.

Cinder: I understand... Please grant me power... Lord Giff.

Giff raises his hand and with a demonic screech, red energy swirls around Cinder and she transforms.

Cinder: Hehe... Hahaha!!! So much power!

She charges at Penny who uses her Maiden Powers to fight back. Meanwhile, Blake and Ruby fight Neo. You struggle to get back up but Weiss holds you.

Vice: Y/N!

Y/N: Guess I bit off more than I could chew...

Weiss: Just rest.

But you can't calm down especially when you hear Penny scream. Cinder has impaled Penny with her new arm blade.

Y/N: Go! Help her!

Weiss runs in and holds Cinder off as Jaune runs over to Penny. August and Emily launch attacks at Giff but the Demon launches them through the doorway to Vacuo as Nora and Ren get thrown through and they don't come back to help.

Your Thoughts: You've got to be kidding...

Vice: That stupid spirit took Weiss's words too literally! I want a refund!

Blake and Ruby get blasted off the path alongside Neo and you manage to get back up only to hear Jaune scream. You turn to see the blonde standing over Penny's motionless body, his sword dripping blood.

Y/N: Penny!

Cinder flies at Jaune in a rage.

Cinder: YOU! YOU RUINED EVERYTHING!

She swings her blade and shatters Jaune's sword. You think she's about to kill him but a miracle arrives. Winter flies in. It seems that she inherited Penny's Winter Maiden power.

Lucius: Shall we take our leave, Lord Giff?

You try shooting at the demon but Giff merely blocks it as he and Lucius travel through their portal.

Cinder continues her fight with Winter and Weiss tries to help with her Glyphs. Cinder chuckles and you realize what she's planning.

Y/N: Weiss!

You run towards her as Cinder causes an explosion underneath the two of you. You get sent flying but manage to grab the ledge with one hand and Weiss's hand in the other.

Weiss: Y/N! You can't pull us both up! You're too weakened!

You know she's right, but at this point, you aren't even sure you can lift yourself up.

Y/N: No! I'm not losing you again!

You look into her eyes.

Y/N: Whatever happens... We stay together...

Weiss: Together...

Your hand slips from the pathway and you hold Weiss close as you fall into the darkness.

End of Part 51