Creation

Outside Atlas Academy...

A small Manta makes its way toward Atlas through a lightly Grimm-infested sky. Some of the ship's occupants (Jaune Arc, Nora Valkyrie, and Lie Ren) are visible on Jared's Augma and the three look uneasy. Just outside Atlas Academy, Vine Zeki, Harriet Bree, and Elm Ederne look on as James Ironwood readies a large handheld cannon, awaiting Penny Polendina's arrival.

"Be ready for anything. We don't know what state Penny is in." Ironwood said.

"If any of those brats have the nerve to come with her, we put them down immediately. The General gave his terms. No more games." Harriet said, while Vine sighs. "Is there a problem?"

"Just...retracing the steps that led us here." Vine said.

Ironwood's Scroll beeps with a security alert.

"What is it, sir?" Harriet asked.

"Qrow and Robyn. They're in the Academy hangar." Ironwood said.

"Trying to stop the payload?" Vine asked.

"Or just looking for a way out."

"Not going to happen. I've been waiting to take my shot at those two." Harriet said, and with a spread of her arms, she activates her Fast Knuckles. "Let's go, Ace Ops."

"But someone needs to stay here with the General." Elm said.

"I'll stay." Winter Schnee said, coming to a stop beside Ironwood. "We lose the payload, we lose our leverage."

"She's right. Contain it. Now." Ironwood said.

Vine, Harriet, and Elm leave to deal with the fugitives.

Winter's expression softens, "Sir, this course of action…"

"I hope you're not going to try to talk me out of it." Ironwood said.

Winter turns to look Ironwood in the eye, her demeanor shifting to a resolute one, "No, sir. I don't think that's possible."

With a whoosh, both are alerted to Penny's apparent approach, and they watch her touch down before them. Ironwood immediately levels his cannon at her. Its barrel glows a pale green as he charges it.

"I didn't think you'd actually come alone." Ironwood said, pausing to hand Winter a set of Gravity Bolas, then continues pointing his weapon at her. "I expected at least some resistance from your friends."

"I don't want anyone else to die." Penny said.

Winter steps forward, securing Penny's wrists with the bolas.

"I must open the Vault." Penny said.

Winter steps back, drawing her saber and pointing it at Penny. Ironwood takes a deep breath and lowers his cannon, then moves forward to place a hand on Penny's shoulder.

"You've done the right thing." Ironwood said.

Penny cocks an eyebrow, her voice suddenly deeper than usual, "I have."

The image of Penny flickers and is replaced with Emerald Sustrai. In the background, Oscar Pine, Jaune, Ren, and Nora appear, weapons at the ready and poised to fight. A Manta is parked behind them.

"Feels weird." Emerald said.

Ironwood only has enough time to widen his eyes in shock before Emerald's shoe connects with his chin. As he stumbles back, he drops his weapon. Emerald lands in a crouch, catches Ironwood's cannon, then uses her Semblance to disappear from view.

As Vine, Harriet, and Elm hurry to the hangar, they are greeted by the sight of Robyn Hill and Qrow Branwen making short work of a troop of Atlesian Knight-200s.

Jaune swings his sword at Ironwood, but the general dodges, grabbing his wrist. He lands a blow on Jaune's shield, and is blasted back by a wave of gravity dust. Oscar joins the fray, getting a few hits with his cane in, but takes a hit to the stomach. One of Ren's grappling blades wraps around Ironwood's ankle, and he is pulled off his feet. Ren fires, but the general dodges, shaking off his tether. After a brief tussle, Ironwood sends Ren flying with a kick.

An ethereal glimmer is heard, and Ironwood looks skyward to find Nora being charged up by a lightning dust-infused Schnee glyph. Winter stands to the side, pointing her sword at Nora, clearly responsible for the glyph. Ironwood grimaces at the betrayal, then takes Nora's hammer to the face, tumbling bodily on the ground.

Hangar…

Meanwhile, Vine, Harriet, and Elm get ready to charge into battle.

"Stay!" Marrow Admin said, angrily,

They stop in their tracks. Harriet painstakingly moves her eyes to see Marrow slowly approaching, pointing his index finger at her.

Outside Atlas Academy...

Winter and Oscar charge at Ironwood atop a Manticore summon, courtesy of the former. Ironwood is able to stop the Manticore by grabbing its horns, but its riders leap off. Winter hits the general in the back with icy projectiles as he slams her summon on the ground, destroying it. Upon landing, Winter summons a black glyph, which catches Oscar and propels him back at Ironwood. The boy unleashes a flurry of jabs at Ironwood's front, causing his Aura to shimmer.

Ironwood stumbles back, and Oscar presses on. However, the general catches his cane and prepares to attack with his free hand. Then, moving too fast for him to react, Winter slashes him across the chest with her sword, causing his Aura to dissipate. Ironwood's eyes roll into the back of his head, and he collapses.

In the hangar…

The detached, sparking head of an Atlesian Knight-200 hits the floor, one of Robyn's crossbow bolts embedded in it.

"Sorry guys, but we don't wanna fight." Qrow said.

"We didn't wanna drop Atlas either, but we've all had to make some tough calls, huh?" Robyn asked.

Outside Atlas Academy...

Winter sheathes her weapon, and straightens up. Emerald shimmers back into view again, hands Winter the weapon Ironwood dropped, and has the bolas taken off her wrists.

"Go! Move to phase two." Winter said.

Oscar, Jaune, Nora, Ren, and Emerald hurry into the academy.

Flashback outside Schnee Manor...

Teams RWBY, JNR, Jared, and Penny sit together on the ground in front of Schnee manor. Emerald and Oscar stand behind Jaune.

"Guys, she has to go to the Vault." Nora said.

"That's actually a risk we haven't considered." Ruby said.

"My god. That's a risk I totally forgot about! This is the equivalent of going to Thames House." Jared said, happily.

"Exactly. You were thinking about the past." Jaune said. "We've been so worried about keeping the Vault closed that we never considered using what's inside."

"The Staff of Creation." Oscar said.

"Maybe we could use it to save Penny and get everyone in Atlas and Mantle back to safety." Ruby said.

"I wish I had a staff like that when I was fighting the 456 with Torchwood." Jared said, happily.

Willow and Whitley Schnee and Klein Sieben are seen standing in the manor's entrance as Weiss's Scroll beeps.

Weiss checks on her Scroll, "Well, you'll never guess who I just heard from."

Atlas elevator...

Winter pushes Marrow roughly into an Atlas elevator. Marrow rubs his unbound wrists tenderly as Winter crosses her arms grimly.

"So, you're not arresting me?" Marrow asked.

"No. Ironwood's got to be stopped." Winter said.

Marrow angrily rounds upon Winter, "Then why did you hit me?!"

Winter pushes Marrow back and jabs a finger in his chest, "Because you were about to get killed if I didn't do something."

Marrow grunts turning away with his arms crossed. Winter takes out her Scroll to contact Weiss. Marrow sneaks a glance at her.

"What are you doing?" Marrow asked.

"What I should've done ages ago, getting in touch with my sister. And Jared has gone through a similar situation before. With all this. We're going to need help." Winter said, letting out a sigh.

The elevator door opens. Qrow and Robyn stand on the other side, their weapons raised. Both parties look surprised.

"Huh?" Robyn asked.

"Speaking of help." Winter said.

Schnee Manor...

The group has reconvened in the manor's dining room. Jaune has a hand on Penny's shoulder and is staving off the virus by boosting her Aura.

"So we've got people trapped in Atlas and Mantle that we can't evacuate unless we use the Staff which is located inside the Vault. If we open the Vault, Penny terminates. If Ironwood gets wind of any of this, he blows up Mantle." Weiss said.

"There's something else to consider. Once the Staff creates anything else, the city drops. Atlas has enough natural Gravity Dust to keep it from plummeting immediately, but, well, nobody's going to want to be around when it touches down." Oscar said.

"So, we're dealing with Sokovia years early." Jared said, crossing his arms. "Great…"

"What's Sokovia?" Ruby asked.

"A country that'll get wiped out as it's capital city launches into the sky. And it came crashing down."

Jaune stops using his Semblance, "Okay, something that'll happen in the future. For the here and now, let's use the Staff to teleport everyone to safety. Maybe even to another Kingdom."

"We can't just wave it like a magic wand and make our problems go away. And we haven't even told you about...him." Oscar said.

"Who?" Yang asked.

Oscar's eyes glow as control of his body is switched to Ozpin.

"The spirit in the Staff. Like Jinn, but, well, he's a character. He can build you anything, but only if you can explain to him how. Like any craftsman, he'll need blueprints. Some sort of reference. It'll help if we have real world examples to show him." Ozpin said.

"I've already gone through the city layouts for the SDC evacuation. Maybe I can help?" Whitley asked.

Ozpin, Weiss, Ruby, and Jared smile at Whitley.

"You're kind of awesome when you want to be Whitley." Jared said, happily. "I love how you're Weiss' brother."

Ozpin drops his gaze and frowns.

"There's still James and his bomb to consider." Ozpin said.

"Oh, I've got a plan for that." Weiss said. "And Jared has the same one too."

"Emerald, remember the coup d'état that you participated in at Beacon?" Jared asked.

Weiss and Jared catch Emerald's eye, who perks up in surprise.

Solitas-present...

"And Ironwood is down." Jared said, looking at the virtual screens on his Augma. "And the Ace Ops are immobilized."

A Manta haphazardly drifts up to a large hole in the base of Atlas' floating landmass.

"So, that takes care of phase one." Blake said.

"Yup." Jared said, smirking.

Schnee Manor-flashback...

"Meanwhile, the real Penny goes to the Vault, with help." Ruby said.

"It's easy peasy, lemon squeez-y." Jared said. "No one had to die today."

Solitas-present...

The door on the side of the ship opens, revealing a grimacing Penny being supported by Blake and Yang.

"I don't want what happened to Steven Carter and Ianto Jones to happen to Penny Polendina." Jared said, sadly.

Ruby and Jared cast Penny a worried look.

"It won't." Weiss said, giving a thumbs-up to Klein who is in the pilot's seat. "I know it won't. We thought this through for a while."

"And plus you told us about Lake Silencio too." Yang said.

Klein returns the gesture as Weiss' mother and brother look on.

Schnee Manor-flashback...

"I blasted a hole through the bottom of Atlas and I highly doubt they've had time for repairs. That should take you straight to it. All of that is the easy part." Oscar said.

Atlas Vault-present…

Ruby uses her Semblance to carry Penny and her team through the hole and up the shaft to the landing in front of the Atlas vault. As they approach it, the steps leading up to it move into place, reacting to their presence.

"As soon as Penny opens the door, we go through, grab the Staff, and stop her termination." Ruby said.

"In other words, we're Madoka Magica-ing it." Jared said, happily. "I'm cool with it."

Weiss stands guard with her rapier as the others kneel by the vault door.

Yang has a steadying hand on Penny's shoulder, "Just hang in there, Penny. Okay?"

Penny's Maiden's eye-flames flare weakly as she clutches her head, but she nods.

"It'll all be over soon." Jared said, smiling. "I promise."

As Penny reaches for the door, her eye-flames flare up to their usual strength. On making contact, the door's engravings glow ice-blue.

The vault door comes down piece-by-piece, and Ruby is in motion before it opens all the way. She picks up her team and Jared in a burst of rose petals, hurrying into the grassy area in the vault.

Ruby deposits her team and Jared on a stone platform and rushes forward to grab the Staff of Creation.

"Let's do this." Jared said, grabbing Weiss' hand.

As with Jinn's summoning, time slows to crawl and eventually stops. Jared looks over at one of the screens on his Augma to see Jaune in front of a broadcast terminal, and Winter escorting Ironwood to a holding cell adjacent to her father's.

"Penny…" Jared said, looking behind him to see Penny went through her death throes beyond the vault door. "Stay there."

Cyan smoke billows from the jewel topping the staff as Team RWBY and Jared look on in awe. A muscular, blue-skinned figure takes form before them and flexes gratefully.

"Ah! It seems someone has come to engage my creative wiles! All I'll say is it had better be worth it after my last project." The staff spirit said.

The figure crosses his arms. His disdain is evident.

"A floating city?" The staff spirit asked, scoffing. "How pedestrian."

Ruby steps forward, the Staff still in her hands.

"Hi, um, Mr. Ambrosius? Sir, listen, it's about our friend. She's...she's dying." Ruby said, turning to look at Penny as Ambrosius inspects his nails, unconcerned.

"I'm going to go ahead and assume that you know it's against the rules for me to bring people back from dead so…" Ambrosius said.

"That's not what we want. She's not your typical girl." Ruby said.

"She really isn't." Jared said, letting out a sigh.

Ambrosius' expression turns to one of shock, and he rushes over to the vault door. With a snap of his fingers, he conjures what looks like a jeweler's magnifying glass, and inspects Penny.

"So she isn't! I'd love to meet whoever did this." Ambrosius said.

"Her father is brilliant. Pietro Polendina. He gave her some of his Aura."

"Ah, I see." Ambrosius said, flying back into the vault to rejoin Team RWBY and Jared. "There's something eating away at her. I'm guessing you think you have some clever plan to save her. Just know, I will give you exactly what you ask for and I don't want any complaining when it's not what you wanted."

Ruby, Weiss, and Jared exchange meaningful looks, and the Schnee pulls out her scroll, projecting a hologram of Penny's blueprints for Ambrosius to see.

"Penny's an android as I've said. Overtime, she has her father's Aura that became a part of her. That essentially became her soul." Jared said, squeezing Weiss' hand.

The Staff's spirit is immediately engrossed in Penny's blueprints.

"We brought Penny's schematics. We want you to make a new version of her using her exact same robot parts." Ruby said.

Ambrosius frowns, peering over the hologram at Ruby and Jared.

"That was curiously worded, you two." Ambrosius said.

"An exact copy of her would include the virus. An exact copy of her without the virus would cease to exist the second you make something else, and we kinda wanna keep her around longer than that." Ruby said.

"A lot longer. We lost her once when she was turned into quarters at the Battle of Beacon. And we can't lose her again to a virus." Jared said, as Weiss squeezed his hand.

"You've done your homework." Ambrosius said, chuckling.

"We want you to create a new version of her, using her existing robotic parts taking the virus with them." Ruby said.

Ambrosius forms a steeple with his fingers, deep in thought. He twirls in the air away from the girls to make a series of complex hand gestures, apparently doing some difficult calculations. Weiss stops projecting the hologram and Team RWBY looks at its leader and Jared, who can only shrug.

"I don't want a repeat of a battle I had years ago. That's why we came to you for help." Jared said, frowning.

"Okay, but if I take the robot parts out of her, that would leave…" Ambrosius said.

"Penny. The girl who's always been there underneath it." Blake said.

"Hmm…"

"You can't destroy, it's against the rules. But you wouldn't be destroying her. Her soul is who she is." Ruby said.

Yang flexes her arm, drawing attention to her prosthesis, "The mechanical parts are just...extra."

Ambrosius turns back to the girls, frantically gesturing as he speaks, "But a soul without a complete body, what would be left?"

"I don't know. I guess you just have to...get creative." Ruby said.

"You're like an architect. This should be easy enough for you!" Jared said, excitedly.

Excited, the Staff's spirit flies here and there, doing calculations, clearly lost in thought.

"I suppose I could do a little…" Ambrosius said, laughing. "Oh, add a touch of... But if I do that, how much of the old Penny would be my work and how much would be her? Just coming up to the surface. This is all very exciting, and very dangerous. I don't know what the results are going to be."

"We don't have any other options. And we don't want to resort to the options Jared had to do with Torchwood. We believe in her." Weiss said.

"We do. And Penny's one of my best friends. Just save her. Please." Jared said, letting out some tears.

"Then ready yourselves, to witness my artistry!" Ambrosius said, making an expansive gesture, then makes some more hand movements, a bright glow emanating from his hands.

A stream of sparks and mist moves toward Penny and snakes around her, lifting her into the air. As time resumes for her, she blinks and the red glow of the virus disappears from her eyes. She glows brightly, causing Team RWBY and Jared to shield their eyes.

"No way…" Jared said, in awe. "No Incubators around since they don't exist here."

Penny's extremities shimmer, and when Ambrosius gives a final snap of his fingers, two identical Pennys stand beyond the vault's threshold.

"It's done!" Ambrosius said, with a cheeky look and a wink, he disappears in a puff of cyan smoke.

In the hanger...

Qrow and Robyn sheathe their weapons, trusting Marrow to hold the other Ace Ops in place with his Semblance.

Broadcast terminal...

The military complex rumbles as Jaune and his group stand before the broadcast terminal.

"I guess that's the signal then. Seems like things are moving forward in the Vault." Jaune said, while he begins typing on the keyboard.

The screen reads WELCOME BACK, and several windows pop up.

"Hopefully Penny is going to be okay." Nora said.

"If Atlas is moving, we need to get word out before people panic." Oscar said.

"Meaning hurry!" Emerald said, angrily.

"I know, I know!" Jaune said, jabbing at a single button repeatedly, then taps another. A red circle followed by LIVE appears on screen. His companions give a start. "Okay, this should be, um...that did, uh, something?"

"You're live." Ren said.

"Everyone can see you." Emerald said.

In the subway, a mother watches the broadcast with her child.

"Oh!" Jaune said, clearing his throat. "Citizens of Atlas, Mantle, what we have to tell you is very important. Atlas is falling but…"

His image blinks out, to be replaced by a NO SIGNAL banner and a color test card. Jaune blinks in surprise.

"Wait, what happened?" Jaune asked.

"It's dead! The entire CCT, it just went down." Ren said.

Nora raises her scroll, which is displaying the same color test card, "And so did Kingdom wide communications. How?"

"The bigger question is what do we do now?" Oscar asked.

Atlas cells...

Ironwood lies unconscious in his holding cell as Winter frowns at the sudden signal disruption on her Scroll.

Jacque Schnee is in the adjacent cell, "That boy said Atlas is falling. Is that true?"

"Yes. We're using the Staff to get everyone to safety. Salem can have the rubble. We'll all be long gone." Winter said.

As she turns to leave, her father reaches out, only for the hard-light barrier of his cell to buzz against his hands.

"Are you…are you going to leave me here?!" Jacques exclaimed.

Winter pauses, "No. When we're finished, we'll move both of you to safety."

"Oh, Winter, thank you. I…" Jacques said.

Winter rounds upon Jacques, annoyed.

"Don't thank me. It was Weiss's decision." Winter said.

Atlas Vault...

Team RWBY and Jared approaches the two Pennys.

"Two of Penny! The mind races, does it not?" Jared asked.

One Penny takes on her usual appearance while the other, the real girl, has no leggings or gloves, showing that her robot parts have been replaced with human skin.

"Penny?" Ruby asked.

"You there?" Jared asked.

The real Penny blinks tentatively, and opens her eyes. She raises her hand to inspect it, then catches sight of the robotic copy next to her. It sparks and crackles in a clumsy, soulless attempt to move toward her, then falls to its knees. It clutches its head and convulses on the floor, its red eyes changing in size wildly before finally clanking to a halt, its eyes turning a lifeless grey. Penny looks horrified at the sight, and Ruby puts a hand on her shoulder.

"Are you okay?" Ruby asked.

Penny looks at the hand on her shoulder then back at Ruby and Jared, and smiles. She embraces Ruby and Jared's midsections, and the light coming out of the vault illuminates her face.

"Do hugs always make you feel this warm inside?" Penny asked.

"Yes." Ruby said, slowly returning the embrace to turn it into a group hug between her, Penny, and Jared, smiling.

"It does." Jared said, smiling. "Glad you're still here with us, Penny."

"Wow! More!" Penny said, lunging at Weiss as well, wrapping her in a hug.

The newly-made girl's eyes glint as she catches sight of Blake and Yang, whom she promptly hugs as well.

"We should probably make sure our theory works. And start the evacuation." Weiss said.

Penny stands by Ruby and Jared's side as Weiss twirls the Staff in her hands, "Have you always used the specs for my old self?"

"It was only as a base for Ebb and Flow." Jared said, shrugging his shoulders. "Along with creating a variety of other weapons. I do want to keep it around just in case."

Ambrosius appears in a puff of smoke, stretching in relief, "Ah! Free to create and…"

His expression falls.

"Oh, it's you guys again." Ambrosius said.

"We're not done with you yet." Weiss said.

"Ugh, fine!" Ambrosius said, crossing his arms and looks away, Yang steps forward.

"Let's try the quick version. Can you make a bunch of doorways in Atlas that open at a single spot in Vacuo?" Yang asked.

"Sure! I'll just need coordinates and specs for each door, an explanation for bending space and time to account for the much greater traffic on one side and the single point of exit on the other." Ambrosius said.

Ruby and Jared looked confused while Penny looked concerned.

"Um...what?" Jared asked. "How are we supposed to do that?"

Weiss clutches her forehead in irritation, "Okay, that's about what we expected. So, we need to funnel everybody through a central location first."

"You're going to have to tell me more about this central location. For starters, uh, where is it?" Ambrosius asked.

"Here. A place like these Vaults. Wherever they are, they're not part of Remnant. Only accessible if you know the right way in. Seems like a safe enough place for thousands of refugees." Yang said.

Ambrosius chuckles, amused.

"You kids are either smart or much more foolish than you realize." Ambrosius said, letting out a sigh. "I'm going to need a reference?"

"Oh, we've got one." Weiss said, pulling out her Scroll again and projects for Ambrosius schematics of the Snow Shoe Shipping pneumatic tube delivery system, as well as the Atlesian Military Compound where all the tubes connect.

Ambrosius smiles and concentrates briefly before making some more complex hand gestures. In the doorway to the vault appears a glowing blue portal bordered by a yellow frame.

"Ooo, those looks like those rings seen in Sonic. But more oval shaped." Jared said, happily.

In extradimensional space, a network of these portals appear, linked by bridges, all leading to a central platform funneling into a particularly large portal. In the distance, a large wireframe of a globe and support struts are visible against the backdrop of a dark sky filled with cyan and orange mist.

Similar portals appear wherever the people of Atlas and Mantle are gathered: in the subway stations; and in Mantle Crater. One pops up near where May Marigold, Joanna Greenleaf, and Fiona Thyme are standing. Joanna experimentally reaches into it, and Fiona is shocked to see that her arm does not come out the other side. Joanna and May share a determined look.

"People enter from Atlas and Mantle on one side...and leave on the other side, with a one-way ticket to Vacuo." Weiss said.

"And there'll be no way back to Atlas and Mantle as it'll be left a crater." Jared said. "Like what will happen to Sokovia in the future. In the Doctor's world. A city up in the sky falling to the ground."

Joanna moves through the portal, and after a rush of speeding light, steps into the extradimensional space. Following a brief look around, she turns to head back.

"Well, everything appears to be in order. You were quite thorough, disappointingly so." Ambrosius said, lazily settling into a reclined position midair, putting his feet up.

"So, it's done?" Weiss asked.

"Yeah." Ambrosius said, waving the girls and the fanboy away, apparently bored.

The girls and Jared trade looks of contentment before heading out of the vault.

"Thanks!" Jared said, excitedly. "We really appreciate it!"

Penny pauses to watch her dead robotic copy disintegrate before moving on.

"Oh, and one last point of clarification about this central location of yours. Do not fall." Ambrosius said, and the girls and the fanboy look uneasily at each other. "Okay, and with that dire warning…"

Ambrosius takes a bow and disappears in a puff of smoke again. Penny stands before the portal, looking at her hands in disbelief before receiving the Staff from Weiss.

"We did it!" Weiss said.

Just as the Lamp does, the Staff collapses into a more portable form in Penny's hands.

"What now?" Penny asked.

"We go to Vacuo, all of us, and hope that we've thought of everything." Ruby said.

"What could possibly go wrong? Let's just go through the portal and hope that there are no more surprises." Jared said, grabbing Penny's hand.

Elsewhere in the Atlas subway, a cloaked Cinder appears among the anxious refugees. She turns to face the portal with a dark grin.