In the Atlas Vault, Winter Schnee paces, staring at her Scroll, before giving one final attempt at contacting someone, anyone. "I repeat, is anybody receiving these messages? Can anyone give me a status report on the evacuation?"
She pockets her Scroll as a red luminous dot appears on the ground in front of her. She looks confused as it moves towards her, but realization kicks in as the dot starts climbing her frame. Winter puts up a glyph, but a green beam headed her way tears through it, sending her reeling from the impact. As she looks up, she sees Ironwood riding the elevator down, holding his smoking cannon aloft. A look of silent fury in his eyes, he steps off the platform.
"I've chased a lot of shadows over the years, always expecting betrayal. But never once did I think it would ever come from you." Ironwood says, as he approaches Winter, charging up his weapon again. Winter stares him down from her kneeling position, holding her saber aloft. "I'm doing what's best for Atlas, and I'm going to do whatever it takes to get that Staff. So, consider this my last order: step aside ."
Winter painstakingly pulls herself into a standing position, declaring, " Sir, with all due respect, you executed a democratically elected official, shot down my family's ships, and you almost shot one of your own men. I don't think you know what is best for Remnant anymore." She separates the two parts of her weapon, dual-wielding her swords and pointing them at Ironwood. " Even so, I don't want to fight you. The only reason I turned against you before was to stop you from blowing up Mantle. Please, just turn around. There might still be time for you to escape."
Ironwood's eyes narrow, and there are a few seconds where neither he nor Winter makes a move.
Then, Ironwood charges at her.
Winter is the first to try and land an attack, swinging down her sword onto his prosthetic left arm. She then draws her smaller one and attempts to stab him with it, but Ironwood dodges and jumps back. He then tries to swing his hand cannon but Winter jumps up on top of a nearby pillar.
"I don't intend to turn back, Winter."
Ironwood fires his cannon, and Winter moves out of the way as the blast destroys the top of the pillar. Winter then creates five glyphs that launch large ice shards towards the General. Ironwood rolls out of the way.
"Not after everything I have sacrificed!" Ironwood says, firing another shot from his cannon. Winter dodges this shot, moving to the side before dashing at Ironwood.
"You didn't just sacrifice everything, you sacrificed everyone else!" Winter retorts, before moving to slash Ironwood with her swords. The latter blocks both strikes, before trying to swing his cannon at Winter, who dodges. "You closed the borders, and you squeezed Mantle until it broke! And the ironic part is that I helped you do both those things without a second thought!"
The two continue trading blows. The weapons lock as Ironwood's cannon begins charging up again.
" I've only done what's best for Remnant, and no one is grateful!"
Ironwood draws the white Due Process and uses it to pistol whip Winter twice, disorienting her.
In the pocket dimension, Cinder and Penny fly at each other, using their respective Maiden powers to clash. Swords and bursts of flame are flung as people continue to run towards the portal leading to Vacuo. Cinder launches a fireball, hitting Penny in the back. She then tries to use her Grimm arm to grab Penny, but a Queen Lancer summoned by Weiss flies by and gets Penny out of the way. Nora watches the crowd of people running for the Vacuo portal.
"I've got this, Nora. Get the civilians to safety."
Nora looks back to her leader and they exchange nods, continuing with the evacuation.
Back on the Queen Lancer summon, Penny tries to convince Weiss to escape and leave her behind. "Weiss, all she ever wanted was the Maiden power. I can buy you all time."
"But, Penny…" Weiss is cut off as she gets struck in the back by a fireball, causing her Queen Lancer summon to disappear. They fall onto one of the platforms, both of their Auras flicker. Cinder lands nearby and smirks evilly. Penny gasps as Cinder looks to Weiss, the Staff of Creation next to her. Penny suddenly gets up and blocks her path.
"I'm right here! I'm what you want!"
Cinder grins deviously, saying, "I want it all…"
Cinder launches herself forward, hands aflame, but suddenly is kicked in the face by Blake, pushing her back some distance away from them. Blake then looks to Weiss, exclaiming, "Get up!" Weiss does so, grabbing Myrtenaster and the Staff. She then runs off as Blake and Penny face Cinder, their weapons at the ready.
On the Atlas cargo ship carrying the bomb, Qrow Branwen and Harriet Bree continue their fight. Harriet kicks Qrow into the wall, who groans in pain. "You're making a mistake, Harriet! What happened to Clover, I blame–"
"Shut up already!" Harriet roars at him, then turns around and uses her speed Semblance to cut the straps holding the bomb in place, and then jumping to tilt the airship. The bomb starts to slide towards the open cargo door, and Qrow jumps in front of it, trying to hold it in place. "Get out of the way!" Harriet shouts angrily as he does so.
Suddenly, the ship jolts. Qrow and Harriet look behind them, and notice the other cargo ship being piloted by Robyn Hill behind them. Vine Zeki uses his Semblance to hold Harriet's ship in place, being supported by Elm Ederne, using her Semblance to hold them both on top of the ship they're on.
"Hare, please! Don't do this! They're still evacuating in Mantle!"
"Why can't you just let me do my job?!" Harriet screams at them.
"Because you're our friend! And we won't let you go through with this!"
Harriet is taken aback and lowers her head upon hearing these words. The bomb begins to slide forward more, and Qrow exclaims "No!" as he is knocked out of its way. He takes out Clover's pin and closes his eyes somberly. The Ace Ops watch in shock as the bomb begins to near the edge of the ramp. Suddenly, the pin sparkles, and the bomb suddenly gets snagged and stops sliding. Qrow and the Ace Ops breathe a sigh of relief. This relief is short-lived, however, as the screen on the bomb says, "INITIATE COUNTDOWN" with the prompt for "YES" being highlighted. Qrow and Harriet look at each other in disbelief.
Back at Atlas Central Command, Arthur Watts smirks after pressing the button for the bomb.
Back in the pocket dimension, Ruby Rose continues to fight Neo. Neo eventually kicks Ruby to the ground, causing her Aura to flicker. Neo slowly approaches Ruby threateningly.
"Leave her alone!" Weiss yells, as she slides in using her glyphs, using the Staff to knock Neo through a portal. Cinder notices this, and angrily launches flame torrents to hold back Penny and Blake. Cinder then kicks Blake off the platform.
"Blake!" Penny exclaims, as she flies towards her cat-eared friend.
Meanwhile, Weiss helps Ruby back up, asserting, "Come on, we have to do this for Yang."
Cinder smirks, and the ground begins to glow beneath Ruby and Weiss. The latter notices this and pushes Ruby back, simultaneously shoving the Staff into her hands. "Weiss, what-"
An explosion goes off, knocking Ruby back. Weiss is launched up into the air before landing hard on the ground, her Aura breaking in the process. Suddenly, Neo reappears. She trades blows with Ruby, managing to snatch away the Staff as she knocks her off the platform. Ruby manages to land on one of the walkways, but helplessly watches Crescent Rose slide over the edge.
"No!" Ruby exclaims, as she watches her weapon fall into the abyss. She looks back to Neo, who glares back at her.
On the cargo ship, the bomb starts to count down from thirty seconds. "The autopilot is locked! We gotta go!" Qrow hollers to the rest of the Ace Ops. Falling to her knees, Harriet utters, "There's no time to make it out of the blast range… I've… killed us all… I'm sorry…"
Vine uses his Semblance to reach the ship, and then uses it again to place Harriet in Elm's arms. Vine looks at the bomb and thinks for a moment.
"No… you can't!" Elm pleads, knowing what Vine is thinking.
"I can… if it means saving all my friends." Vine declares, smiling sadly.
Harriet, too, realizes what Vine is about to do.
"NO!" Harriet cries out and tries to reach out for Vine, as Elm takes her inside Robyn's ship. Qrow and Vine solemnly acknowledge each other, before Qrow jumps out from the ship and transforms into his corvid form to fly away. Vine uses his Semblance, creating a barrier around the ship as the bomb continues to count down. The timer goes off, and the contained explosion causes Vine's Aura barrier to disappear. A cloud of smoke is left in its wake as Robyn, Elm and Harriet look on sadly. Robyn begins to fly the ship away from Atlas.
(Back in the pocket dimension)
"Whatever you wanted…" Ruby says, looking over her shoulder as she nears the edge of the walkway, before facing Neo again.
"I hope it was worth it."
Ruby spreads her arms wide, offering herself as a target. Neo extends Hush's blade as she prepares to go for the kill. She lunges, but Ruby deliberately falls backward before the blade can hit her; she then uses her Semblance to circle under the path, come up behind Neo and knock her over the edge, disarming her in the process. Ruby tries to catch the Staff, but Cinder launches a fire blast into her back, breaking her Aura and knocking her off the path. Ruby catches onto Neo's ankle, the former hanging from the edge of the path. Cinder grabs the Staff and approaches them. Neo reaches out to her, but Cinder's Grimm arm reaches past, grabbing the Lamp from Neo's belt.
"You should have never threatened me…" Cinder declares, as Neo looks up at her in anger. Cinder kicks Hush over the edge, and the umbrella falls into the abyss. Cinder's smirk turns to a glare as she looks from Neo to Ruby. "And you should have never been born." As she finishes her declaration, Ruby tries to activate her Silver Eyes.
Cinder uses the Staff to smash Neo's hand, causing her to lose her grip and fall. Ruby starts to fall with her.
Just then, Penny flies in, carrying Blake. Blake is thrown forward as Penny is knocked back by Cinder's fireball. Blake manages to grab Ruby. She uses Gambol Shroud to hook onto the platform. The two try to swing back up, but Cinder launches another fire jet that burns through Gambol Shroud's ribbon. Ruby and Blake fall and disappear into the abyss. "No! Ruby!" Penny shouts as she looks on, distraught.
Cinder prepares to attack Penny again, but is struck by Dust rounds.
"Get back!" Weiss shouts, holding Gambol Shroud in its pistol form, firing shots at Cinder as tears stream down her face. Jaune parachutes to Nora, ordering, "Any Huntsmen that went through that gate, bring 'em here!"
Heeding his words, Nora heads through the Vacuo portal. Weiss is seen getting knocked back as Cinder hovers above her, remarking, "It figures that a Schnee would be the last one standing, letting all her friends die first." She then spews a fire breath attack, but Penny flies in and blocks the attack with her Maiden swords, retorting, "You wouldn't know anything about friends…"
Cinder tries to attack again, but Jaune arrives and knocks her back using the gravity Dust in Crocea Mors' shield. Jaune, Penny, and Weiss, who is dual wielding Myrtenaster & Gambol Shroud's katana, ready themselves to face Cinder again. Cinder gets back up, but suddenly she feels a burst of pain in her Grimm arm.
"She's back…" Cinder utters, creating a shockwave to knock the trio of teens back, and then launches two flame swords that Penny blocks easily. Suddenly, Cinder creates flames in a V shape, separating Jaune, Penny and Weiss. Penny looks to her friends, but suddenly screams out in pain. She looks down and notices Cinder's Grimm arm impaling her chest and starting to drain her Maiden powers. Penny notices Weiss jumping in to fight Cinder again before falling over. She starts to lose consciousness from blood loss. Jaune comes into her view.
"Penny! Hold on!" Jaune exclaims, as he activates his Semblance to boost Penny's Aura. " My Semblance-"
Penny pushes his hand away gently. "No… there's not enough time to heal me…"
Jaune notices Weiss and Cinder still fighting behind him. "She can't get the Staff and the power… but there is something you can do…"
Jaune is taken aback by Penny's request, replying, "I don't know where the others are, but… Weiss will give us time!"
Penny utters weakly, "Let me choose… this one thing… trust me…!"
As both Schnee sisters continue their battles, Jaune draws his sword, his tormented expression reflected on the blade. Cinder knocks away Gambol Shroud and Weiss watches it fall into the abyss, before being knocked to the ground by Cinder.
In the Atlas Vault, Ironwood lands a devastating blow on Winter, causing her Aura to dissipate. He then aims the Due Process cannon at her. As Winter hears the cannon being charged, she closes her eyes and whispers, "Weiss, Whitley, Mother...I'm sorry."
Cinder prepares to finish Weiss, but freezes when she hears Jaune scream out in anguish, her expression shocked. Jaune is seen standing over Penny's body as his tears drip to the floor. Her blood drips from his crimson-stained blade. At around the same time, Due Process's cannon fires a singular devastating shot.
In a white space, Penny taps her toes patiently. She then smiles as she notices someone, turning and saluting them. "Salutations! You made it!"
Winter is seen entering the white space. She looks around, confused, before asking, " Where am I? What is this?"
"I thought of you… and here we are." Penny answers.
Winter gasps, realizing what happened. "Oh, Penny…"
Penny continues, "It seemed fitting that it should be you. It was your power, after all."
"No, Penny. You were always the real Maiden at heart. I was just a machine… just… following orders."
In response, Penny takes Winter's hands.
"You were my friend."
Aura is shown as Penny transfers the Maiden powers to Winter, who smiles sadly. " Thank you… for trusting me with this. When you're… gone…" Her voice trails off.
"I won't be gone, I'll be part of you." Penny declares, wanting to reassure Winter. The latter chokes back a sob, replying, " Good. I'm glad."
Penny smiles one last time as she fades into light.
Back in the Atlas Vault, Winter instinctively puts up a glyph, ready to counter Ironwood's next attack, but it doesn't come. Looking around, she spots scorch marks a few inches away from her. She thinks, "Ironwood's a good shot, how did that not hit me? The only way he'd ever miss is if he did so on purpose…" A few feet away, Ironwood is standing there, Due Process rattling in his shaking hands. Then, Winter hears a clanging noise as Ironwood drops Due Process, looking down at his hands, his face a mixture of shock and regret. "Damn it, what am I doing?" He doesn't sound like the driven man on a mission he was moments ago. Now, he just sounds...broken.
As Winter gets up, she looks around to see where his voice came from. "Is this what I've become? A man who's willing to kill his closest allies, just to protect a doomed city? I must already be dead..." He notices Winter standing nearby, and sees that her eyes are glowing in a similar way that a Winter Maiden's eyes would. "Looks like you got the power of the Winter Maiden after all." Ironwood remarks. "Why are you just standing there, Winter? You've got people to save."
Still taken aback by the General's words, Winter stands there for a few seconds, before replying:
"You're right, I do." She moves towards Ironwood, picking up Due Process as she does so. "And right now, that includes you."
Ironwood is about to respond, but is cut off as Winter continues, "We can't save Atlas. But we can still save its people. Together. " She hands Ironwood his weapon, and the general manages a slight smile. "Then we'd better hurry." He declares, taking Due Process. But as the two head towards the elevator, they notice that it's not there.
"Wait a second, why isn't the elevator down here-" Ironwood stops, doing a double take. He then turns towards Winter, ordering: "Find cover. We don't know who might be coming down here." Winter nods, and they both take cover behind a pillar. When the elevator reaches the floor of the Atlas Vault, Cinder walks down the stairs with a smirk on her face, carrying both Relics. Winter notices this, uttering, "If Cinder's here , then that means-" "There's still hope." Winter looks over at Ironwood, as he continues , "She's carrying the Relics, and she doesn't know we're here. So, to hell with stopping Atlas from falling. Whether the evacuation was a success or not, I don't know. But one thing is clear: If we can take back both the relics…"
"Then we can give the rest of Remnant a fighting chance!" Winter quietly exclaims. "Well spoken. Let's get to work." Ironwood declares with renewed vigor. The two rush out from behind the pillar, with Winter creating several large shards of ice, and Ironwood charging up Due Process's cannon. He fires, but Cinder spots the beam shooting towards her, and swiftly dodges, forming a bow and arrows.
"Is this some kind of joke, General Ironwood? Atlas is done for. You're all alone. What makes you think you can win here?" She quips, firing a few arrows at Ironwood, who manages to dodge the first one, but the next ones graze him, leaving charred gashes as they do so. Despite this, Ironwood smiles, retorting, "That's where you're wrong. I'm not alone."
Right then, Winter launches the ice shards at Cinder, who manages to shoot most of them before they can reach her, but two of the shards find their mark. Cinder barely manages to block them, getting sent reeling from the impact. Upon seeing Winter, a smirk forms on Cinder's face. "So that's who the glorified hunk of scrap metal gave the Winter Maiden powers to…No matter. You'll die all the same. Just like your precious sister did." She taunts. Enraged, Winter soars at the Fall Maiden with a battle cry. Winter tries to cut Cinder in half, but the latter dodges, forming her blades back into bow form and nocking an arrow. Charging the arrow up with both her Semblance and the Fall Maiden powers, she then fires it at Winter. Manipulating an air current around her sword, Winter strikes the arrow before it reaches her, and then separates both parts of her sword. Both Maidens soar at each other, each one with the same intent: Killing the other one.