All of Ruby's friends were comforting her as the last tears of her tears began to dry. Ruby thanked all of them, snuggling closer towards her sister to feel her radiating warmth. "Thank you, you guys are the best!" Ruby gave her friends one last hug before promptly facing the screen.

"It strikes me as a little odd that you didn't tell us to pull ourselves together so we can watch the next episode." Weiss eyed Raider who gave the girl a personally offended look.

"Hey, I might be talkative and a tiny bit pushy at times, but I'm not a cold-hearted monster! Ruby needed this, all of you are gonna need these moments. I'm not just gonna crash in the middle of it like a rude asshole." Yang gasped and hurriedly plugged Ruby's ears. "Yang, during this time you have used some choice words as well, don't be acting like I'm the bad guy."

"I'd like to point out the fact you keep on telling us about the future and how it's really sad and we're going to be crying our eyes out, but is it as bad as you even say it is? You could be overreacting for all we know." It was Blake who decided to call out Raider's vagueness.

"Well, I'm not spilling because Spoilers for one, and two, see this is me preparing you for what's to come." Raider countered as she crossed her arms together.

"Preparing us for the end of Volume 3, while we haven't even made it to half of Volume 2? That seems redundant doesn't it?" Ren pointed out, his eyebrow raised in suspicion.

"If you're so impatient to get to Volume 3, would you all like to start the episode? Right now we're at the mark of this volume." The cast agreed as Raider sat back in the air and mumbled frustratingly to herself.

(Volume 2 Intro)

The episode starts off where Penny and Ruby left off with each other, together in a dirty alley next to some dumpster bins.

Huh, so this is how we're starting this episode. Ruby pouted and started to slump in her seat, but Yang pulled her back up and proceeded to rub comforting circles on her back. Its intended effect worked perfectly as Ruby eased herself and leaned into her sister.

"Don't worry Ruby, I'll always be here for you, no matter what," Yang whispered into her sister's ear. Ruby couldn't help the grateful smile she gave Yang.

"Penny, I-I don't understand…" Stuttering on her own words, Ruby was having a bit of trouble wrapping her head around the concept of Penny not being a human.

"Most girls were born, but I was made. I'm the world's first synthetic person capable of generating an aura," Penny explained to Ruby, but she became crestfallen as she finished, "I'm not real."

"She might be a robot, but she's just as real as the rest of us! Doesn't matter if she's human, Faunus, or robot, she's a friend of ours and we love her just the way she is!" Sun exclaimed as if he were trying to prove a drastic point at a debate rally.

But, either way, it got Nora excited as she excitedly pumped her fist in the air, agreeing with him as she too stood up from her seat. Ruby following the two as she jumps up in the air, startling Weiss with her sudden movement. Though, with Ruby having no proper footing she loses her balance and falls backwards, expecting to hit the ground, she finds herself in the hands of Ren and Sun.

"You dolt! If you're going to do that, at least have proper footing!" Weiss scolded the reckless girl as Ren and Sun helped her back into her seat.

Ruby rubbed the back of head with a careless smile, "Sorry Weiss."

"Geez Ruby, you need to be a little bit more careful, you worried me there." Ruby turned as she heard Yang baby her.

"I'm not five Yang, I can take care of myself, it wouldn't have even been that bad," Ruby brushed off her sister's concerns, but Jaune adds that she still could have gotten hurt. Ruby sighed and turned back to the screen as it continued.

Penny holds her closed hands close to her chest, but Ruby reaches out, opening them and cupping them into her own, and closing them with her own hands encasing them in a comforting manner. "Of course you are, just because you nuts and bolts instead of squishy guts makes you any less real than me?"

Huh? A lot of the room were confused by the way Ruby phrased that, but both Ruby's shining smile, and Raider's shrug, just told them to not question it and go with it. It was cute all the same.

"I don't- um, you're taking this extraordinarily well." Penny was just as confused, if how she wasn't able to form a proper response is any indication.

"You're not like those things we saw back there," Ruby points and pokes where Penny's literal heart would be if she had one. "You've got a heart, and a soul, I can feel it."

Penny could only properly express how happy she was with a literal, bone-crushing hug. "Oh, oh Ruby, you're the best friend anyone could have!" Penny squeezed the girl's head tight to her chest.

"It was like getting a hug from Yang, but a lot harder. And a bit colder." Ruby was recalling how it felt when being brought into the hug.

"My hugs aren't that bad," Yang attempted to feebly defend herself, but the rest of her friends gave her deadpan looks. Having been hugged by the blonde, they know what it's like.

"Yang, you could pop a man's head off if you wanted to with how strong your hugs are." Weiss crossed her arms and narrowed her eyes on the brute. Yang simply brushed her off, claiming what she was saying was ridiculous. To her dismay, both her sister and partner agreed with Weiss. Yang feigned offense, putting a hand over her chest.

Ruby groaned as her head was being squeezed. "Uggggh, I can see why your father would want to protect such a delicate flower."

Penny stopped her hugfest and abruptly pushed Ruby away, though only a few centimeters. "Oh, he's very sweet, my father's the one that built me, I'm sure you would just love him."

"Wow," Ruby chuckles, impressed, "He built you all by himself?"

"For one person to do that? That's amazing!" Jaune's eyes were full of childlike wonder, amazed Penny was made by the hands of only one person.

Ruby could relate to the boy, she was just as fascinated. And, the others might not be mechanical nerds, but even they have to admit that's really cool.

"Well, almost, he had some help from Mr. Ironwood." Clarifying, as it made a bit more sense than one person working on such a big project by themselves.

Yep, there it was. They had slight suspicions that a single man created Penny all by himself. Even though Mr. Ironwood helped in the process of Penny, it's still incredible to think that a maximum of two people worked together to create someone as awesome as Penny.

"The general?" Confused until it finally clicked in Ruby's head why those other Atlesian Guards were after them. "Wait, is that why those soldiers were after you?" One of Ruby's eyebrows raised, a question she was asking Penny, making sure she got things right.

"They like to protect me too," Penny sounded so merry, unbothered. Ruby couldn't believe it, asking that the soldiers think she couldn't protect herself. Ruby has seen her fight, and she knows Penny is more than capable of keeping herself safe.

Maybe it's not the fact that she can't protect herself, she could, but it's more that Penny is still new to the world and doesn't know much about it. Even asking Ruby herself if Roman Torchwick was her friend. Penny's naive, gullible.

The people in the room seem to have it locked in their minds. They were so protective because Penny's mind is just like a newborn, full of innocence and curiosity, but hasn't figured out the dangers of the world yet. Even though that was part of the reason why she was made.

"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." Penny explained why she was in Vale in the first place with her own small fire. She wanted to be here to experience what the rest of the world is like.

"Penny, what are you talking about? Save the world from what? We're in a time of peace." At this point, Penny lost Ruby, Ruby having not a single clue what Penny was going on about, a war?

"That's not what Mr. Ironwood said,"Now Penny was confused by what Ruby was saying. A barrier of knowledge separating the two.

"This definitely aligns with the conversation General Ironwood had with Ozpin and Professor Goodwitch. I'm sure we'll get more answers on who the war is against, but this only proves to raise even more questions." Weiss attempted piecing more of this information together, but no one is getting the full picture due to the fact that not every puzzle piece is on the table.

"Hmm, what if we recorded every talk the adults had with each other, even if it isn't as much as we think it will be every detail is important," Blake suggested, and everyone in the room began to think this over. Not that they weren't going to do it, they were, but more on how to go about it.

"It's obvious we're going to write everything down-" Weiss started but Nora cut her off, very abruptly, with a shout.

"What if Ren was the one to write all of it down?" Weiss ignored how she was rudely interrupted. Everyone had no qualms with this, honestly, Ren was the best choice, a man of few words as well as being very observant of his surroundings.

With no disagreements, Ren was assigned the role of observing every interaction of adult meetings. He could catch the littlest of details that everyone else would miss.

Having, somewhat, of a plan, all of them turned their attention back to the screen.

Penny and Ruby turned their heads to the distant sound of Penny's guards searching for her. Urgently, Penny turned back to Ruby and urged that she had to hide. Then, came Ruby's shouting as Penny had Ruby hauled above her head as she made her way to one of the dumpsters. "Gah, Penny, what are you doing?! You don't have to go with them, I can help you!!" Ruby's squirming was futile as she was thrown into the dumpster.

Weiss's face turned a slight shade of green as everyone slid away from Ruby. "This was weeks ago! I took an extra long shower and I'm fine! You guys can stop overreacting!" Ruby pouted as they only moved back a small inch.

"It's okay Ruby, they're not bad people, I just don't want you to get in trouble. Just promise me you won't tell anyone about my secret, okay?" Ruby gave her promises, serious about keeping it as Penny closed the lid of the dumpster.

Ruby listened to their conversation as they stood right outside. She slowly opened the dumpster lid to hear more clearly. One of the soldiers made a noise of exclamation, finally finding Penny. Penny gave her regular salutations.

"Why were you running? And what happened to the other girl?" The guard interrogated, but Penny played dumb, responding with her own questions, reminding them she has been by herself the whole time. Her only slip was the small hiccup she couldn't contain. "You shouldn't cause such a scene," one of the guards continued, the second following up with asking if Penny was okay. Penny tells them it's just a scratch as she shows the guards the damage. "Penny, your father isn't going to be happy about this." The other guard insists that Penny goes back with them, Penny complies, her voice smaller as she and the guards retreat.

All the while, Ruby has a soft smile and she watches them walk away. That is until a rat spooks her inside the dumpster, resulting in the lid shutting hurriedly.

The scene changes to present a dark, shady part of Vale. Bumblebee's remming engines become apparent as Yang turns a left corner before coming to a halt.

"Alright! Now it's my turn for some screen time, been wondering when I was going to come up when the episode started with Ruby, not to say what happened with you and Penny was a bad thing." Yang backpedaled a bit, seeing as that may have offended her sister and her friend.

"It's fine, Yang. And I'm pretty sure everyone could tell you were getting a bit antsy," seeing how she was reassured by her sister, Yang relaxed.

Yang took off her helmet, lightly shaking her head. "C'mon, my friends right in here," Yang gestures a thumb to the building right next to them. As she gets off Neptune looks like an utter mess, you'd feel sorry for him if it wasn't funny.

"Man! I would have laughed my head off if I'd just looked back," Yang was disappointed in herself, not having looked back and seeing the guy in his state. Sun would have loved to take a picture of that, but as he was rummaging for his scroll, he couldn't seem to find it.

"Sorry, not sorry, nothing but you guys leave this room. And I have a small hunch you have a small sense you'd use the photo for blackmail." Sun was slightly offended as he looked back at the girl. Though he couldn't fault her for her reasoning, people's minds would blow if they knew where they were.

Neptune shook himself, his appearance much neater than it once was. "And where exactly is 'here'?"

Club lights flashed as the inside was flaunted, showing Junior fixing his tie at the bar. One of Junior's hitmen retrieves a bottle of alcohol from the large and varied supply held in its storage, he climbs down the ladder as the screen switches to show other lackeys doing various jobs around the bar.

Two of the lackeys burst through the entrance warning that 'She' is coming, referring to Yang.

"Dang, how a single moment of your presence strikes such fear. Awesome!" A few people in the room gave Sun interesting looks.

"It's an honest living," Yang flexes her muscles, pride clear as day on her face. Ruby groans at her sister's antics.

The rest of the room feeling the exact same as the girl's sister. They know Yang is a good person, but sometimes, the gloating can be a bit much at times.

"What're you two idiots doing?!" Junior demands as the lackeys poorly keep the door closed. Both of their answers are most drowned out by the bar itself and how they talk over one another, but what could be made out is 'Junior she's here', 'She's back', and other nonsense that isn't ineligible.

A bang resonates throughout the bar as the door is blown open by Yang and Ember Celica. "Guess who's back?" Happily walking through the doors, she smiles, posing in a way that says 'You missed me?'

All the lackeys point their weapons, the record looping the same thing over and over again.

"Mind defining what you see as friends?" Weiss voices sarcastically, her friends letting small chuckles slip.

Yang brings all of them in a large hug, basically squeezing the life out of them, but her response was unexpected. "Family." Hearing that, Ruby hugged back just as hard, Weiss' cold demeanor slipped into something calm, and Blake smiled softly as she eased up more.

"Awww, we wanna join the hug too," Nora pouted, but she, Ren, and Pyrrha were pulled into their own hug with Sun in the middle. Jaune being the one to initiate it.

Both of the teams stayed in their own respective hugs for about 10 to 15 minutes, And in that time Raider went off towards the kitchen and got herself some snacks and drinks. By the time she got back they were still hugging, if it weren't for the small little movements she would have mistaken them for falling asleep.

As much as she likes all of them and how cute they're being, they still had a bit to get through, so it pained her a bit to clear her throat to gather all of their attention. "I hate being the one to constantly tell y'all we have an episode to get through, but this has been going on for almost twenty minutes."

"I thought you said time doesn't exist here?" Jaune was a little confused.

"Yes, that is true, but that doesn't disclude the fact that time still exists, even if it's stopped," Raider explained as she took a bite out of her snack.

Yang's smile drops, the repeating music clearly getting on her nerves. The DJ pops up from his hiding place, removing the cartridge from the record and descends to the floor again. Panning back to Yang, Neptune makes his appearance known behind her, "Yeah, so, could you define 'friend' for me?"

"Funny how we were just talking about that," Ruby makes a note of the same topic of conversation.

"Stop, stop, nobody shoot," Junior makes his way through the crowd of hitmen until he's at the front. "Blondie, you're here. Whyyy?"

"You," she points to the man as she walks closer, "Still owe me a drink." She grabs his arm and drags him across the floor.

"Woooah, what a woman…" Neptune was mesmerized as he watched Yang walk off with Junior, loving her assertiveness. And, not even a second later, seeing Miltia and Melanie, "Sup."

"Is it just me, or does anyone else have a strong urge to just hit him right now," Yang cracked her knuckles as she stared at the screen.

"Nope, not the only one," Weiss and Blake made their irritation known. While the other girls in the room were displeased with his behavior. Sun only sighed, pinching the bridge of his nose. He loved the guy, he was his best friend, but sometimes, he could be a bit… exhausting.

Melanie and Miltia brush him off, simply walking away from him with a 'whatever'.

The scene changes to show Blake's side of events, tracing three fingers down white claw marks on the wall. Peeking around the corner, two Faunus are shown inside the building. "This is it," Blake says for certain, though Sun has the gall to ask for reassurance.

A few heads turned to give Sun the 'Really?' look, the boy just scratched his head in embarrassment. "What, can't be too careful can you?"

Blake glared daggers upon hearing the question, Sun yields, saying he'll take her word for it.

"I know when there's a place for jokes."

"You really don't."

Yang pauses as she sideeyes her partner. "But, Blake isn't one to joke, especially now."

Sun got the concept, he didn't need everyone commenting on every single small mistake he made. He could wallow with himself, thank you very much.

"New recruits, keep to the right," a member of the White fang addresses as Blake and Sun step out of the alleyway, Blake removing her ribbon while doing so.

"I don't get it, if you believe what you're doing is right, why hide who you are?" Sun questioned, not seeing the point at all in wearing a mask.

"The masks are a symbol, humanity wanted to make monsters out of us, so we chose to don the faces of monsters." Blake's voice was monotone the whole time she explained, her face emotionless.

"How cheery," Yang grimaced, finding the reason for the masks horrible. Everyone found the truth in it to be remarkably grim.

"Grimm masks, that's kinda dark…" Sun's expression dampened into a wince.

"So was the guy who started it," Blake's response was quick, deeming the topic over as she turned to make her way to the entrance, placing the mask on her face.

"Always sunshine and rainbows with you." Sun followed suit, putting on his mask and keeping his pace with Blake.

Sun and Blake blend themselves in with the other new recruits, staying close behind and joining the large group.

"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." The announcer begins as Roman makes his way to the front of the stage. "I can assure you, he is the key to obtaining what we have fought for for so long."

The angle slowly raises from his feet, all the way in presenting his face.

Blake and Sun have already explained what they heard while there, but telling it isn't the same as listening to it first hand. Also, Team JNPR weren't exactly involved in this mission, so it would be the first time they're witnessing this information.

Team JNPR sat on the edge of their seats as they listened closely.

All current White Fang members cheered for the man as he welcomed himself on stage. "Thank you, thank you, please, hold your applause." In the very back, you notice Neopolitan making herself known as she walks out from behind the cover.

"Who's she?" Surprisingly, it was Jaune who noticed the new face. Team RWBY focus on where Jaune is pointing towards the screen and frown when they see who Jaune is asking about.

"We don't know who she is, but we know she's Roman's henchman." Jaune waited for Ruby to say more, but sighed when she didn't continue.

"What's a human doing here?!" A deer Faunus recruit demanded as she points at the man in outrage. Having this pointed out, all other recruits screamed their displeasure.

"I'm glad you asked deery, now, I'll be the first to admit humans are the worst, case and point," referring to himself.

Ruby would love to make a comment on how not all humans are bad, but knows it's realllly not the time for that.

Oh Ruby, I love how you like to see the good in people, but for every one good person, there are about ten bad people. It's just the horrible reality of the world. Of any world. Raider, looking down mournfully, returns her face back up to the screen.

"So, I understand why you would love to see us locked away or better yet, killed."

At the mention of death, the room felt a lot colder, especially to the humans, with Roman telling the Faunus directly that it would be nicer for the Faunus to see humans dead.

"So, is he going somewhere with this or…" Sun whispered to Blake, trailing his sentence as if Blake would turn and give him an answer.

Sun had a few pair of eyes look his way. "Alright!! I get it, it wasn't the best time! Sheesh!" Sun was honestly getting a little peeved that they'd take even a single second to question his choice of actions.

While Sun was speaking, a small bit of Roman's speech was mumbled. "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 rotten humans that run our kingdoms. Government, military, even the schools, they're all to blame for your lot in life." Upon hearing his words, Sun and Blake turn towards each other.

"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." Roman snaps his fingers, in the blink of an eye, the tarp is removed to show one of Atlas's Atlesian Paladins.

"Since when did they get one of those?!" Nora, bug eyed, shouts towards the screen.

"Not just one, several." Blake's expression grim as she stares at the screen.

"You mean they have more than one?" Jaune's voice was shaky as the question left his mouth.

All Faunus cheered and hollered as the screen shows off the Paladin in all of its glory. Sun mumbles, wary, on the sheer size of the machine. Blake turns to him and asks how Roman even obtained one; turns out he'll answer for her. "As some of you may have heard, this right here is Atlas's newest line of 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. If you'd rather stay within the city, that's fiine, but if you're truly ready to fight for what you believe in, this is the arsenal I can provide you. Any questions?"

All Faunus applause the man on stage with cheers, pumping their fists repeatedly in the air. Blake takes this as their cue to leave, unfortunately, Roman addresses for all new recruits to step forward.

"I always wondered how you two got out of that in the first place. When Neptune and I saw you guys you were being chased by Roman in the Paladin." Yang voiced her curiosity as a few fingers were placed on her chin. "I want to know how the cat got out of the bag."

Yang's attempts at lightening the mood worked as all her friends groaned at the pun. Ruby even calling her sister's name out in exasperation. Blake couldn't help the small smile, seeing Yang's objective as clear as day, and the fact it actually worked. Blake can scold her partner another time for the cat pun, both that it was a cat pun and that the pun was horrible.

All the recruits made their way to the front while Blake and Sun stayed put. The scene changed, a glass slammed down on a bar top. Junior tells Yang that he doesn't know, "How can you not know?" Yang wasn't believing what he was telling her, he had to know something.

"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." Junior stood up from his seat as he explained to her in simple detail what he knew.

"So where'd they go?" Neptune came in as he slammed his hand on the bartop.

"If Neptune isn't the definition of a Himbo," Raider shook her head, hearing snickers around the room as people could honestly see it.

Junior slowly turned his head to face Neptune. "What kind of stupid question is that? They never came back, who is this guy?" The man gestures a thumb to the boy, seriously wondering why he's even here.

Yang puts a hand in front of Neptune's face, the boy standing rim rod straight as Yang slaps the guy. "Don't worry about him, worry about me if I don't find out what I want."

"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!" Junior shouts, making sure his men can hear him as the camera turns to show his men doing absolutely nothing.

"A little unfair that everyone else actually had something happen to them. All I got was a man repeating the same thing to me over and over again while Neptune asked dumb questions the whole time." Yang sighed to herself.

"You're not the only one who was bored." Weiss could have someone to relate to in terms of having no fun.

"At least you got information." Yang lightly kicked the floor as she mumbled.

"C'mon Neptune." Gesturing that it's about time they head out. Neptune asked if they got everything they needed. "Well, we got everything we can, hopefully the rest of the team is having better luck."

Returning to Sun and Blake's predicament. "What're we gonna do?" Sun urgently whispers, needing Blake to come up with something quick, Blake responds that she's thinking. Roman finds Blake and Sun unmoving. "He sees us."

Annoyed, Roman throws his cigar and makes his way towards the two, Sun awkwardly waves at the man.

He's such a dork, Blake facepalms with a slight shake of the head.

Blake spots the powerbox, finding her out. "He can't see in the dark." Pulling out Gambol Shroud she doesn't hesitate in taking out the power source. The room goes dark as they make a break for it. Roman yells for the White Fang members to not let Blake and Sun get away. Blake yells for Sun to get to the window, Roman shouting for someone to stop them.

Sun and Blake burst out the window, bolting away from the building. Crashing through the wall comes the Atlesian Paladin.

"Well, you wanted to know how we escaped, and there you have it." Blake gestures to the screen as she turns to Yang.

"And it was awesome!!" The girl was incredibly enthusiastic, startling Blake just a hair. "Roman might be on the other side but the way he smashed through the wall was insane, and now it's the big chase, and then our epic fight against him!! Team Bumblebee!!" Yang pounded her fist in the air, and her last statement just came out of pure excitement and adrenaline.

Cute, wait, what? Where'd that come from? Shaking the intruding thought away, the Faunus brought her attention back to the screen, but not without glancing at Yang, who had literal stars in her eyes. Huh, and I thought I'd only expect this kind of adoration from Ruby. I guess it's a genetic thing.

Sun and Blake jump from rooftop to rooftop as the paladin is right next to them, following their every step.

"So, you wouldn't happen to have, oh, I don't know, some form of backup?" Each word was punctuated with Sun jumping from one roof to the next. Blake replies that she's on it.

It starts off with Weiss now coming out of the elevator in CCT Tower.

"How long have you been in there? It was dark by the time that happened!" Weiss couldn't exactly explain the question herself, let alone to Sun.

"Everyone, if you can hear me, we need some ba-" "Heeeeelp!!!" Blake was cut off by Sun's shouting, Weiss's response was a simple roll of the eyes, the elevator doors closing behind her as she ran.

Next was Ruby, "Big scary robot, and it's big, really big!" Ruby laughs to herself with a smirk, not wanting to miss whatever's happening.

Lastly, Yang and Sun, "That Torchwick guy is in it, but not like, it didn't eat him, he's like, controlling it or something."

"Pretty sure we knew the robot wouldn't have eaten him, the extra commentary wasn't exactly needed." Ren clarified as he spoke to Sun.

"Pssh, I knew that." Sun waved him off, making it sound like he was only joking at the time of the chase.

"Where are you guys?" Yang asks. Behind them, Sun and Blake run down a nearby street, the paladin not far behind. Sun yelling they're right there. Neptune points out the obvious, Yang telling him she understood.

Yang revs up Bumblebee and hightails it towards Sun and Blake. Sun and Blake hop onto a highway, landing on some moving cars; jumping off from one hood to another. Roman does the same, pushing cars out of his way.

Each car the two jump on gives it enough force to push the cars out of the way. Roman grunts inside the paladin as he speeds up. Yang and Neptune are right on him, "We gotta slow it down!" Neptune getting her idea.

Roman shoves every car out of his path, a good majority of them are sent into the air.

Pyrrha frowns as she sees each car fly. I really hope none of those innocent civilians got hurt.

Yang demands that Neptune hold on as she rides her way through the incoming cars, sadly for Neptune, he seems to be failing as he flails around on Yang's bike. Once Neptune stabilized himself he pulled out Tri-Hard. Landing a few blasts, to the annoyance of Roman, he changed his weapon to take the form of a guandao. Jumping on the back of the paladin, he stabs it deep.

Sun yells for Neptune to hang on, as Roman rotates the top half of the paladin. Sun uses his semblance, Via Sun. Creating two clones of himself he sends off to aid Neptune. The both of them destroying themselves as they ran head first at the paladin, Sun following short behind.

Roman finally manages to swing Neptune off, resulting in him colliding with Sun as they both fall off the side of the freeway.

"I always wondered what actually happened to you two after you fell. You told us you got 'Lost behind', but I don't really believe that." Sun nervously chuckled as Weiss sent a suspicious look in his direction.

"Pfft, and I said what I said, nothing more, nothing less." Weiss still didn't believe him, but she would stay quiet for now. Maybe they'd show where the two actually went at the end of the episode as some comedic punchline.

Unlikely, Weiss sighed to herself.

"Ready, I'm in position!" Jumping off the side of a road up above, Weiss lands perfectly as stands, staring Roman in the eye. Roman stares back, and at the right moment Weiss uses Myrtenaster, producing an icy surface Roman's paladin slides off the freeway.

Landing, stationed right in front of him is Ruby, the rest of Team RWBY next to her only a second later.

Roman chuckles as he proceeds forward. Ruby calls for Freezerburn, both her and Blake jump back and out of the way as Weiss fabricates another iced floor. Once done, Weiss jumps back as Yang comes down from the air, smashing the ice to create a misty terrain.

Red lasers beam from the paladin as Roman tries to search and navigate through the mist, the tactic visibly getting on his nerves. Team RWBY dash by him, using the mist for cover.

Nora couldn't help herself to laugh at Roman's misfortune, Ruby as well finding humor in the situation from a 3rd person point of view. It's funny for them, but must have been infuriating for Torchwick, which just makes it all the better.

Catching a glimpse of Yang's moving figure he fires, only to miss. Blake and Yang cross paths with each other, Roman firing another blast in between them. Yang is thrown back from the blast, Ruby rushes in slashing the front of the paladin.

Ruby calls for Checkmate, Blake and Weiss step up to the board, the both of them using their semblances as they chip away at its metal exterior. Before Roman could crush Blake, Weiss summons a semblance under her, swiftly bringing Blake back.

Roman, vexed, releases missiles from the paladin. Blake and Weiss manage to elude quite a few of them, but that ended when Roman managed to strike a missile on Weiss. Before Weiss goes down, she summons a glyph that enhances Blake's power. With each new missile directed towards Blake she uses Gambol Shroud and its sheath, creating powerful slashes midair, cutting the missiles in half, and resulting in their own explosions. Multiple cuts of purple causes a beautiful display of ignition.

"Ladybug!" Darting in between the paladin's legs, Ruby pierces one of them using Crescent Rose. Ruby and Blake move at the same speed, incising the legs over and over with their weapons. Roman attempts to destroy Ruby, but misses as he looks up to find both Blake and Ruby above him, the moon shining brightly as a backdrop.

"Does anyone else notice that the moon isn't shattered?" Jaune points out as the screen is paused. Frozen perfectly to show a full moon. This fact being known…disturbs everyone, to say the least.

Two people, striving to bring their minds somewhere else, can't help but be distracted by the beauty of what's in front of them. "Even whole, the moon is still pretty, don't you think?" Ruby intended the question to be rhetorical.

"Yeah, pretty…" Yang's voice was distant as she stared at the screen. Realizing how she sounded, she shook her head out of the clouds. "Yeah, pretty!" Her voice more energized than it was before.

Blake and Ruby crash through the paladin, successfully taking off its left arm. With Roman distracted, Yang took the opportunity to leap onto the paladin and continuously pound the metal with Ember Celica.

Roman puts the paladin in reverse, crashing through numerous piers. Smashing Yang against one she starts to fall towards the ground, limp. Roman transforms the remaining arm into a hand, punching Yang, she slams into a pier, shattering it.

"Yang!" Calling for her partner, worried, but Ruby reassures her as Yang slowly gets back up.

"With each hit she gets stronger, and she uses that energy to fight back, that's what makes her special."

"Thanks sis!" Yang refused to acknowledge Blake's panic for her for a couple of reasons. Her head was already scrambled right now, thinking about it wasn't going to do any good.

Yang's hair begins to glow a warm gold as she stands to her feet, fist clenching. Roman goes in for another punch, but Yang stops it right in its tracks. Roman grunts in frustration as Yang's burning red eyes look up at him. With a single punch she destroys the paladin's remaining arm; annoyed, Roman uses the machine's legs and kicks Yang back.

Finally, Ruby calls for Bumblebee. Blake throws Gambol Shroud for Yang to take, once she finally grabs a hold Blake snaps her arm back, tightening the ribbon. Yang's the momentum from Blake's swing and Ember Celica in an effort to strike the paladin, but it moves out of the way with ease.

Ruby yells that they have to try and slow the thing down, Weiss proposes on how they would do that, Ruby's simple answer, Ice Flower. Weiss creates three glyphs in the form of a funnel while Ruby is down on one knee, using the rifle function of her weapon.

Ruby continues to open fire, each shot leaving shards of ice in its place. With this opening Blake brings Yang back around, Yang appearing as a ball of flame from above. Using all her power wrecks the paladin into small, miniscule pieces.

The room theater ruptured into cheers at the amazing battle. A good majority of it they all stayed silent, moments having been too good to interrupt.

"Just got this thing cleaned," Roman brushed off his suit before focusing his attention on Yang. Reloading her weapon she fires, only to be blocked by Neo, who decided to drop in at the perfect time for Roman. "Ladies, Ice Queen."

"Seriously, how did he know that name!?" Weiss was more than surprised when he called her that.

"It's reminding me of the first episode of this volume, when Ruby announced, sister, friends, and then Weiss, who seems to be in some kind of different category." Yang, bringing back a moment in a previous episode.

"Trust me, that name is gonna come back a couple more times in the future." Weiss could only groan at the new information.

Weiss, even in the middle of a fight, exclaims her distaste of the name. "Always a pleasure, Neo, if you would." Said girl bows, bidding the girls a farewell. Semblance still running hot, Yang lunges forward in a fit of rage, smashing the two only for them to crumble into small shards. Yang searches around for them. She spots them getting away in an aircraft. "So I guess he got a new henchman," Disdain seeping from Yang.

"Yeah, I guess she really made our plans fall apart." Weiss's attempt at a joke got the opposite effect, Blake started to walk away, just done with today. Yang simply told her 'no'. "What? But you do it." Yang tells Weiss that there's a time and place for jokes. "Was this not it?" Yang lets her know that the joke just wasn't good.

"And you think yours are better?" Ruby couldn't believe what she was rehearing. "Your jokes are terrible too!"

Yang gasped, offended at her sister's insinuation. "My puns are amazing, you guys just don't have good humor."

"Well at least I'm trying!" Weiss follows Blake and Yang as they begin their march back home. Ruby was the one to ask where Sun and Neptune went.

The screen changes to show Sun and Neptune enjoying a meal at a simple noodle house. "They're probably fine, right?" Sun agrees with Neptune, using his own 'probably'. And that's when the screen rolled in the credits.

All of Team RWBY turned in their seats, giving Sun a hard glower. The froze at the girl's cold stares, and with them looking at him like that his throat locked up, and he didn't dare come up with any kind of excuse.