Still in the alley, Ruby and Ivory have learned that Penny is not human. Ruby, still reeling in from the shock, says, "Penny, I-I don't understand…" Penny replies, "Most girls are born, but I was made. I'm the world's first synthetic person capable of generating an Aura. I'm not real…" Ruby extends Penny's hands, looks at them for a second, then folds them up again and says, "Of course you are. You think just because you've got nuts and bolts instead of squishy guts makes you any less real than us?" Penny, surprised, says, "I don't...um...You're...taking this extraordinarily well." Ruby replies, "You're not like those things we saw back there. You've got a heart, and a soul; I can feel it!" Ivory adds, "Yeah, you're not a heartless robot who does nothing but take orders. You're a free individual!" Penny grabs Ruby and Ivory, and says, "Ooohh…" She hugs them tightly and says, "Oh Ruby and Ivory. You're the best friends anyone could have!" Ruby says, muffled, "I can see why your father would want to protect such a delicate flower!" Ivory says, also muffled, "You say with such sarcasm." Penny lets go of Ruby and Ivory and says, "Oh, he's very sweet! My father's the one that built me! I'm sure you would just love him!" Ruby says, "Wow." She giggles and asks, "He built you all by himself?" Penny replies, "Well, almost! He had some help from Mr. Ironwood." Ruby asks, "The General?! Wait...Is that why those soldiers were after you? Ivory says, "That would explain a bit." Penny replies, "They like to protect me, too!" Ivory "phhts" and asks, "They don't think you can protect yourself?" Penny explains, "They're not sure if I'm ready yet...One day, it will be my job to save the world, but I still have a lot left to learn. That's why my father let me come to the Vytal Festival. I want to see what it's like in the rest of the world, and test myself in the Tournament." Ruby asks, "Penny, what are you talking about? Save the world from what? We're in a time of peace!" Penny replies, "That's not what Mr. Ironwood said…" Ivory looks at her sister and says, "I have a bad feeling…"

Soldier 1 yells, "Check down here!" Penny says, "You have to hide!" Ivory yells, "What the…" as Penny picks up her and Ruby. Ruby yells, while being carried by Penny, "Penny, wait! What are you doing? You don't have to go with them! We can help you!" Penny throws Ruby and Ivory into a dumpster and says, "It's okay, Ruby and Ivory. They're not bad people; I just don't want to get you in trouble. Just promise me you won't tell anyone else my secret. Okay?" Ruby replies, "I promise." Ivory adds, "Same here." Ruby and Ivory go back in the dumpster as Soldier 1 says, "There she is!" Penny replies, "Sal-u-tations, officers!" As Ruby and Ivory slightly open the lid to see what's happening, Soldier 1 asks, "Why were you running? And what happened to the other girls?" Penny replies, "What girls? I've been by myself all day!" She hiccups, but the soldiers pay no mind as Soldier 1 says, "You shouldn't cause such a scene." Soldier 2 asks, "Are you okay?" Penny show the soldiers her hands and says, "Just a scratch." Soldier 1 replies, "Penny, your father isn't going to be happy about this." Soldier 2 says, "Please, just come with us." Penny replies, "Yes, sir!" Ivory and Ruby smile as they watch Penny and the soldiers leave. A mouse squeaks, making the twins fall back and close the lid.

Yang and Yvette ride their motorcycles into an alley, and music is heard nearby. Yang takes off her helmet, shakes her head to let her hair loose, and says to Neptune, "Come on, our friend's right in here!" Neptune, frazzled by the ride, says, "Cool…" He shakes his head, which makes him less frazzled, and asks, "And where exactly is...here?" Yvette walks by and replies, "A nightclub." Neptune asks, wide eyed, "What?!" Inside the club, Junior is straightening his tie, a bartender grabs a glass and climbs down a ladder, and goons are walking around and standing on the dancefloor. A henchman runs inside and yells, "Hurry, close the door, they're coming!" Junior walks towards the door and asks, "What are you two idiots doing?!" The henchmen try to warn him about the oncoming danger, but the door is blasted open. Yang and Yvette walk inside and yell, "Guess who's back!" Several henchmen point their guns at the two and a record is scratching, making the blondes angry. The DJ comes out from under the turntable, turns off the record, and hides again. Neptune walks in and asks, "Yeah, so could you define friend for me?" As the henchmen cock their guns, Junior gets through the crowd and says, "Stop, stop! Nobody shoot. Blondies, you're here!...Why?" Yang says, pointing to Junior, "You still owe us a drink." Yvette adds, "And some information." Yang drags Junior as she and Yvette walk to the bar. Neptune, impressed by what just happened, says, "Whoa-ho-ho-ho, what women…" He sees Melanie and Militia next to him, and asks, "'Sup?" Melanie and Miltia hmph and say, "Whatever."

In another alley, Rebel strokes her fingers against a White Fang mark as Blake sees two Faunus enter another alley. She looks at Sun and says, "This is it." Sun asks, "You sure?" Rebel growls and Blake scowls, making Sun put his hands up in defence and reply, "Y'know, I'm just gonna take your word for it." Blake takes off her bow as the three approach the alley. A White Fang Member says, "New recruits, keep to the right!" Sun says, while holding a mask, "I don't get it. If you believe what you're doing is right, why hide who you are?" Rebel replies, "The masks are a symbol. Humanity wanted to make monsters out of us, so we chose to don the faces of monsters." Sun says, "Grimm masks...That's kind of dark." Blake replies, "So was the guy who started it." Sun says, "Always sunshine and rainbows with you…" Rebel, getting annoyed, asks, "Can you just stop?" The three don their masks and enter a warehouse, filled with White Fang members and recruits. The White Fang Lieutenant walks along the stage and says, "Thank you all for coming. For those of you who are joining us for the first time tonight, allow me to introduce a very special comrade of ours! I can assure you, he is the key to obtaining what we have fought for for so long!"

Roman walks onstage, and greeted by anger and cheers, says, "Thank you, thank you! Please, hold your applause!" A strange girl is seen walking backstage. The Doe Faunus that entered earlier asks, "What's a human doing here?!" Roman replies, with chatter going on in the crowd, "I'm glad you asked, Deerie! Now, I'll be the first to admit, humans...are the worst. Case in point. So, I understand why you would like to see us all locked away, or, better yet, killed!" Sun asks, "So, is he going somewhere with this?" Rebel replies, "He might if you just shut up." Roman continues, "But, before the claws come out, I'd like to mention the fact that you and I all have a common enemy: the ones in control, the people pulling the strings, the dirty, rotten humans that run our kingdoms! Government, military, even the schools: they're all to blame for your lot in life! And they're all pests that need to be dealt with! Fortunately, I'm the best exterminator around...No offense to any rodents in the room." He snaps his fingers, and the curtain is removed to reveal an Atlesian Paladin with the mark of the White Fang on it. Sun says, "Whoa, that's a big robot…" Blake asks, "How did he get that?" Rebel replies, "Probably had someone from the inside steal it." Roman says, "As some of you may have heard, this right here...is Atlas' newest defense against all the scary things in the world. And thanks to my employer, we've managed to snag a few before they, uh, hit the shelves. Now, many of your brothers have already moved down to our new operation in the southeast." Rebel's ears perk up at this. Roman continues, "If you'd rather stay within the city, that's fine...But if you're truly ready to fight for what you believe in, this is the arsenal I can provide you. Any questions?" The crowd puts their fists in the air to show their cause. Blake says, "We should get out of here." The White Fang Lieutenant says, "Will all new recruits, please come forward!" As the crowd moves forward, blocking an escape, Sun says, "Welp!" Rebel adds, "This won't end well."

Back in the club, Junior slams a cup down and yells, "I don't know!" Yvette crosses her arms and asks, "How can you not know?" Junior replies, "I haven't talked to him! I haven't even seen him since the night you first came in here. He paid up front, I lent him my men, and none of them ever. Came. Back." Neptune slams his hand on the table, making the glass fall, and asks, "So where did they go?" Junior asks, "What kind of stupid question is that? They never came back! Who is this guy?" Yang puts her hand in Neptune's face and replies, "Don't worry about him; worry about us if we don't find out what we want!" Neptune straightens up. Junior says, "I already told you everything! Torchwick hired my boys, and I guess he wasn't happy with them, which is something I can relate to!" Some men stop at his words. Yang says, "Come on, Neptune." Yvette looks at Junior and says, "This isn't over." As the three walk away, Junior picks up the glass and begins to clean it. Neptune asks, "We get everything we need?" Yang replies, "Well, we got everything we can. Hopefully the rest of the team is having better luck."

Back at the White Fang meeting, Sun asks, "What are we going to do?!" Blake replies, "I'm thinking…" Sun notices Roman looking right at them and says, "He sees us…" As Roman goes into the crowd, Rebel sees a fuse box and says, "He can't see in the dark." Blake pulls out Gambrel Shroud and shoots at the fuse box, making the power go out. Roman shouts, "Don't let them get away!" Blake yells, "Sun! The window!" Rebel yells, "Move!" Roman yells, "Stop them!" A powering up sound is heard. Blake, Rebel and Sun jump out of the window and run away from the building. The Paladin bursts through the wall and runs after them. The three jump on roofs as the Paladin chases them on the street. Sun asks, "So you wouldn't happen to have...oh, I don't know...some form of backup?!" Blake replies, "On it!" Weiss and Vanessa exit the elevator at the Transmit Tower, when Weiss's scroll rings. She answers it, and listens to Blake yell, "Everyone! If you can hear me, we need back-" Sun yells, "Help!" Weiss rolls her head and runs off with Vanessa. With Ivory and Ruby, Ruby has answered her scroll and listens to Sun, "They got a robot! And it's big! Really big!" Ruby replies, "Oh, I am not missing this!" Ivory adds, "Neither am I." Back at the club, Yang, Yvette, and Neptune listen to Sun, "That Torchwick guy is in it! But not, like, it didn't eat him; he's, like, controlling it or something!" Yvette replies, "Yeah, we figured that." Yang asks, "Where are you guys?" As the pass, Rebel yells, "Passing you now!" Sun yells, "Hurry!" Neptune says, "I think that was them." Yang replies, "Yeah, I got it." She hangs up her scroll, and she and Yvette rush on their motorcycles, making Neptune yell, "Whoa!"

Rebel, Blake and Sun have now entered a highway. The three jump on cars as the Paladin has jumped onto the highway, pushing aside cars as it approaches its targets. Sun yells, "Whoa!" and keeps moving with Blake and Rebel. Roman growls inside the Paladin as the three continue to evade him. Yang, Yvette and Neptune have now caught up to the Paladin. Yang yells, "We've gotta slow it down!" Yvette asks, "How?" Neptune replies, "Got it!" Roman notices the new enemies, and continues moving forward, pushing cars behind him, and turns around. Yang says, "Hold on!" Neptune replies, "Wuh-oh…Whoa!" Yang and Yvette avoid all the cars thrown at them, allowing Neptune to pull out and activate his gun. He hits the Paladin a couple of times, which makes Roman angry. Neptune's gun turns into a guandao. He then jumps towards the Paladin, making his weapon change into a trident, and strikes the Paladin. Sun sees this and yells, "Neptune, hang on!" As Neptune struggles to hang on, Sun reveals his Semblance, the ability to make light copies of himself. The copies run towards the Paladin, ready to fight, but the Paladin destroys them. Sun now runs towards the Paladin, weapon in hand, but Neptune is shaken off, and bumps into Sun, making them both fall. Weiss yells, "Blake! We're in position!" She and Vanessa leap from an overhead highway and ready their weapons. Roman smirks at the two, as they twirl around and turn the ground into ice, making the Paladin slip past them, and fall onto the ground. Ruby and Ivory look up at the Paladin as it gets up. As the others arrive, Ivory says, "Glad to see you guys!"

Rebel yells, "We've got to stop that thing!" Yvette yells, "Hit it with anything we have until Vanessa can find its weak point!" Roman chuckles and approaches the groups as Ruby yells, "Freezer Burn!" All but Weiss and Yang back away. Weiss turns the ground below her into ice, and Yang jumps up. Weiss moves back as Yang activates Ember Celica on the ground, turning the ice into a thick mist. The Paladin's heat seeking lasers activate as it looks for the girls. Roman growl, frustrated. Blake and Rebel run by as the Paladin looks in their direction. Ruby and Ivory also make it past. When Yang and Yvette run past, the Paladin fires it's weapons at them. Weiss and Vanessa also run by. Roman looks angrily, and fires at Blake and Yang, giving Ruby time to approach with her weapon, which does no effect. Ruby yells, "Checkmate!" Weiss and Blake run at the Paladin. They slash at the Paladin's legs, while Weiss manages to take out one of it's guns. The Paladin attempts to step on Blake, but Weiss uses her Semblance to move her away. Roman growls at this and fires missiles at them. Weiss uses her Semblance to get them away. Roman uses this to fire a missile at Weiss, who is hit, but manages to use her Semblance before she falls. Blake lands on the time glyph Weiss put down, and as Roman fires more missiles, Blake uses the glyph to speed up her attacks, which allow her to destroy the missiles. Ivory yells, "Frostbite!" Vanessa and Rebel enter the battle. Rebel uses her Semblance to dodge attacks and jump up on the Paladin, and Vanessa distracts the Paladin. As Rebel slashes the Paladin's arms, Vanessa attacks the body. After Vanessa gets hit, Ivory yells, "Blind Howler!" Ivory runs into the field as Rebel jumps off the Paladin. Rebel attacks the Paladin's legs while Ivory attacks the arms. The Paladin tries to step on Rebel, but she avoids the attack. The Paladin fires more missiles, making Rebel and Ivory flee. Ruby then yells, "Ladybug!" Ruby runs and slashes at the Paladin. Both she and Blake use their Semblances to move quickly between the Paladin's legs while they slash at them. The Paladin tries firing at them, but they jump out of the way. As they rush back down, they slash at the Paladin's body, taking out one of the missile launchers.

Yang runs behind the Paladin, and launches herself at it, making it take damage. She fires her weapon at it, until Roman makes it back up against multiple columns, making her fall off. The Paladin then punches Yang against another column, making it break. Blake yells in concern, "Yang!" Ruby says as Yang gets up, "Don't worry! With each hit she gets stronger, and she uses that energy to fight back! That's what makes her special." As Yang clenches her fist, Roman smirks and attacks again, only to get his punch blocked. Roman growls as Yang, her hair glowing and her eyes red, she punches the Paladin so hard, it's arm falls off. Roman then looks at the unprotected Yvette, picks up a column, and throws it at her. As Yvette doesn't move, Rebel yells, in concern, "Yvette!" There is a bright flash of light, and as the column reaches Yvette, the column is now in the mouth of an Ursa. Rebel asks, surprised, "Is that a Grimm!?" Ivory replies, "That would be her semblance. She can extend her aura into the shape of an Ursa and control it, like a motion capture suit." Yvette throws the column away, and runs towards the Paladin. With her new strength, Yvette hits the Paladin's other arm, making it fall off.

Roman yells as he kicks Yang. Ruby yells, "Bumblebee!" Blake uses Gambrel Shroud to grab Yang. She pulls back, and Yang uses the momentum to speed herself up. Ivory yells, "Blizzard!" Vanessa releases ice into the air and whistles, so Ivory hits the ide, making it go towards Roman. As he jumps out of the way, Ivory yells, "Grimm Wolf!" Rebel and Yvette use their Semblances to attack the Paladin. As it evades their attacks, Ruby yells, "We have to slow it down!" Weiss asks, "And how do you propose we do that?" Ruby replies, "Ice Flower!" Weiss uses her glyphs so Ruby's ice shot speeds towards Roman, freezing his arm. They continue to use their attack. With the Paladin now frozen, Team IVRY attacks until Yang, with her built up momentum, punches the Paladin hard enough to destroy it. Roman, disappointed, says, "Just got this thing cleaned…" Yang, not finished yet, fires a shot at Roman, but it is blocked by an umbrella. It is revealed to belong to the strange girl seen at the White Fang meeting. Roman says, "Ladies, Ice Queen…" Weiss yells, "Hey!" Roman continues, "Always a pleasure! Neo, if you would…" The teams ready their weapons as Yang runs towards the two ready to fight, when she punches Neo, and makes the two break. Yang, realizing it was an illusion, looks around for the two, and watches as they fly away in a Bullhead. The rest of the group catches up to Yang. Rebel says, "I think I saw that...girl at the White Fang meeting." Yang says, "So I guess he got a new henchman…" Weiss says, "Yeah, I guess she really made our plans...fall apart!" She chuckles to herself as Yang says, "No. Just...no." As Blake and Rebel walk away, Weiss yells, "What, but, you do it!" Yang replies, "There's a time and a place for jokes." As Ivory, Vanessa and Yvette walk away, Weiss asks, "Was this not it?" Yang walks away and replies, "No, it just wasn't very good." Weiss yells, "Well, at least I'm trying!" As she walks away, Ruby asks, "Wait...Where are Sun and Neptune?" At A Simple Wok Noodle House owned by the Shopkeeper, Neptune asks, "They're probably fine, right?" Sun replies, "Probably." He and Neptune go back to eating.