Solitas…
The Monstra's corpse is shown to still be dissolving. In a spot on the carcass, black smoke and goo reform a certain figure.
Atlas Vault…
Winter Schnee charges at James Ironwood, swinging down her sword onto his prosthetic left arm. She then draws her estoc 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.
"Winter, do not blame me!" Ironwood said, firing 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. "I have sacrificed everything!"
"No, you have sacrificed everyone else! You closed the borders, you squeezed Mantle until it broke!" Winter said.
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 said, drawing the white Due Process and using it to pistol whip Winter, disorienting her.
The pocket dimension…
Cinder Fall and Penny Polendina fly at each other, using their respective Maiden powers to clash. They fly around 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 Schnee that Jared Shay jumped on and is riding on is flown by and gets Penny out of the way. Nora Valkyrie watches the crowd of people running for the Vacuo portal.
"Priority one." Jaune said.
Nora looks back to her leader and they exchange nods, continuing with the evacuation.
Back on the Queen Lancer summon...
"Weiss, Jared, all she ever wanted was the Maiden power. I can buy the both of you all time." Penny said.
"But, Penny…" Weiss said.
"Penny, we can't let you do that…" Jared said, sadly.
Suddenly, Weiss is struck in the back by a fireball, causing her Queen Lancer summon to disappear. The three of them fall onto one of the platforms, all three of their Auras flicker.
"Ow…" Jared said, trying to pick himself off the ground. "Gah…"
Cinder lands nearby and smirks evilly. Penny gasps as Cinder looks to Weiss and Jared, the Staff of Creation next to them. Penny suddenly gets up and blocks her path.
"I'm right here! I'm what you want!" Penny said, angrily.
"I want it all…" Cinder said, launching herself forward, but suddenly was kicked in the face by Blake Belladonna, pushed back some distance away from them.
Blake then looks to Weiss and Jared.
"Get up!" Blake said.
Weiss does so, grabbing Myrtenaster and the Staff.
"Get out of here, Ice Queen. We got this." Jared said, smiling. "Keep that staff safe. They've already got the lamp!"
Weiss then runs off as Blake, Penny, and Jared face Cinder, their weapons at the ready.
Atlas cargo ship…
The ship is 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…" Qrow said.
"Shut up ALREADY!" Harriet said, growling.
Harriet 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 said, angrily.
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 the ship they're on.
"Hare, please! Don't do this! They're still evacuating in Mantle!" Elm said.
"Why can't you just let me do my job?!" Harriet exclaimed.
"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 shoved out of its way.
"No!" Qrow said, taking 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, it stops, and Qrow and the Ace Ops breathe a sigh of relief. Suddenly, the screen on the bomb says, 'INITIATE COUNTDOWN' with the prompt for 'YES' being highlighted. Qrow and Harriet look to each other in disbelief.
Atlas Central Command…
Arthur Watts smirks after pressing the button for the bomb.
The pocket dimension, Ruby Rose continues to fight Neopolitan. Neo eventually kicks Ruby to the ground, causing her Aura to flicker. Neo slowly approaches Ruby threateningly.
"Leave her alone!" Weiss said, sliding 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, Blake, and Jared.
"Penny! Help!" Jared said, looking over at Penny.
Cinder then kicks Blake and Jared off the platform.
"Blake! Jared!" Penny said, and she flew towards Blake and Jared, with the two holding onto each of Penny's free hands, not letting go of each other from falling into the endless abyss.
"Blake…" Jared said, looking over at Blake. "That was close."
"Yeah." Blake said, smiling.
Meanwhile, Weiss helps Ruby back up.
"Come on, we have to do this for Yang." Weiss said.
Cinder smirks. Some flames appear beneath Ruby and Weiss. The latter notices this and pushes Ruby aside, giving her the Staff too.
"No!" Ruby said, worried.
An explosion goes off, knocking Ruby back. Weiss is launched up into the air before landing back on the ground, her Aura completely depleted in the process. Suddenly, Neo reappears. She trades blows with Ruby, but then disarms her of the Staff before knocking her off the platform. Ruby manages to land on one of the walkways, but helplessly watches Crescent Rose slide over the edge.
"No!" Ruby said, as she watches her weapon fall into the abyss.
Ruby looks back to Neo, who glares back at her.
The cargo ship…
The bomb starts to count down thirty seconds.
"The autopilot's locked! We gotta go!" Qrow said.
"There's no time to make it out of the blast range…I've…killed us all…I'm sorry…" Harriet said, falling to her knees.
Vine uses his Semblance to reach the ship, and then uses it again to place Harriet in Elm's arms. Vine looks to bomb and ponders.
"No…you can't!" Elm said.
"I can…if it means saving all my friends." Vine said, smiling.
Harriet realizes what Vine is about to do.
"NO!" Harriet said, crying out, distraught, as Elm takes her inside Robyn's ship.
Qrow and Vine 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 the 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 said, 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 out. Neo activates the blade in Hush as she prepares to go for the kill. She launches herself forward, but Ruby uses her Semblance to fly around to the other side of the walkway and knock Neo off, causing her to dangle over the edge. Ruby tries to catch the Staff, but Cinder launches a fire blast into her back, causing her Aura to disappear and fall over. Ruby tries to hang onto Neo for dear life. Cinder grabs the Staff and approaches the edge of the walkway. Neo tries to reach out to her, but Cinder uses her Grimm arm to grab the Lamp from Neo's belt.
"You should have never threatened me…" Cinder said, while Neo looks up at her in anger as the Fall Maiden kicks Hush over the edge and into the abyss. "And you…" She looks over at Ruby who tries to activate her Silver Eyes. "...should have never been born…"
Cinder uses the Staff to smash Neo's hand, causing her to lose her grip and fall. Ruby starts to fall with her.
"RUBY!" Blake, Penny, and Jared yelled, at the same time.
Penny flies in carrying Blake and Jared.
"Go, Belle!" Jared said, smirking, grabbing Blake's other hand and throwing her forward. "You got this!"
Penny is knocked back by Cinder's fireball, with the redhead still carrying Jared in her hands.
Blake manages to grab Ruby.
"Yes!" Jared said, happily.
Blake uses Gambol Shroud to hook onto the platform. The two try to swing back up, but Cinder launches another fire attack then burns through Gambol Shroud's ribbon. Ruby and Blake fall and disappear into the abyss. Penny and Jared look on, distraught.
"No!" Penny said.
"I can't lose part of my family…" Jared said, letting out some tears. "Not here…"
Cinder tries to launch a fireball again at Penny who is carrying Jared, but she is shot by something.
"Get back!" Weiss said, holding Gambol Shroud in its pistol form, firing shots at Cinder as tears stream down her eyes.
Jaune parachutes to Nora.
"May, Joanna, any Huntsmen that went through that gate, bring 'em here!" Jaune said.
They shake hands as Nora heads through the Vacuo portal. Weiss is seen getting knocked back.
"It figures that a Schnee would be the last one standing with her ally of justice, letting all their friends die first." Cinder said, spewing a fire breath attack, but Penny flies in, placing Jared on the ground, and blocks the attack with her Maiden swords.
"You wouldn't know anything about friends…" Penny said.
"You really don't. And I've had loads of friends. While traveling with the Doctor. And defeating monsters. We look out for each other and keep each other safe." Jared said, holding Ebb and Flow in dual swords form.
Cinder tries to attack again, but Jaune arrives and knocks her back using the gravity Dust in Crocea Mors' shield. Jaune, Penny, Weiss (dual wielding Myrtenaster and Gambol Shroud's katana), and Jared holding Ebb and Flow, ready themselves to face Cinder again. Cinder gets back up, but suddenly her Grimm arm starts to act up.
"She's back…" Cinder said, 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, Jared 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 and Jared come into her view.
"Penny! Hold on!" Jaune said, activating his Semblance to boost Penny's Aura. "My Semblance…"
"If that's not enough. We can bring you to the Doctor's world. He can patch you up with the TARDIS." Jared said, looking down at Penny.
"No…there's not enough time to heal me…" Penny said. "And we can't make it to the Doctor's world in time." Jaune and Jared notice Weiss and Cinder still fighting behind them. "She can't get the Staff and the power… but there is something you can do…"
"I don't know where the others are, but…Weiss will give us time!" Jaune said, taken aback.
"And so will Winter, hopefully. She's probably keeping General Ironwood busy." Jared said, placing his hand on top of Penny's.
Jared closed his eyes to picture the two Schnee sisters fighting their respective battles: Weiss against Cinder and Winter against Ironwood. He opened his eyes again to look at Penny.
"Let me choose…this one thing…trust me…!" Penny said.
As the Schnee sisters continue their battles, Jaune draws his sword, his reflection appearing on the blade.
"Penny, thank you for everything." Jared said, squeezing Penny's hand.
"Jared, I know things will be tough for you. Be strong, for me." Penny said, sadly. "Jaune, kill me. It's the only way."
Meanwhile, Cinder knocks away Gambol Shroud and Weiss watches it fall into the abyss, before being knocked to the ground by Cinder.
Atlas Vault…
Ironwood lands a devastating blow on Winter, causing her Aura to dissipate.
Pocket dimension...
Cinder prepares to go for the kill on Weiss, but suddenly hears Jaune scream out in anguish, causing her expression to turn shocked.
"Jared, I'm sorry." Jaune said, standing over Penny's body as his tears and her blood drip to the floor. The tip of his sword is coated in her blood too. "I'm sorry that you had to watch this!"
White space…
Penny taps her toes patiently. She then smiles as she notices someone.
"Salutations! You made it!" Penny said, saluting Winter.
Winter is seen entering the white space, "Where…? What is this?"
"I thought of you…and here we are." Penny said.
"Oh, Penny…" Winter siad, gasping in realization.
"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."
Penny takes Winter's hands, "You are my friend."
Aura is shown as Penny transfers the Maiden powers to Winter.
"Thank you…" Winter said, smiling. "...for trusting me with this. When you're… gone…"
"I won't be gone, I'll be part of you." Penny said.
"Good. I'm glad." Winter said, sobbing.
Penny smiles one last time as she fades into light.
Atlas Vault...
"So…the destiny I chose for you has arrived." Ironwood said.
Winter gets back up.
"You chose nothing." Winter said, as she starts to levitate in the air, her weapons by her side. "This was a gift."
Winter opens her eyes, blue Maiden flames coming from them. Ironwood looks on in shock. He fires another blast from his cannon, but Winter easily deflects it with an ice shield. The blast approaches Ironwood, leaving a large smoke cloud on his position. Winter then flies away.
Pocket dimension, Cinder angrily launches herself forward to Jaune and Jared. Jaune pushes her back with gravity Dust. Cinder then conjures a sword and prepares to clash with Jaune and Jared again. Suddenly, Jaune's sword is broken as Cinder slashes through.
Jaune is then knocked to the ground.
"Jaune!" Jared said, running over to Jaune to protect him. "Are you okay?"
"I'm fine." Jaune said, looking over at Jared.
"Where did it go?!" Cinder exclaimed.
Suddenly, a blue blast hits Cinder. She angrily looks over to where the blast came from, and sees Winter levitating in. The two Maidens clash in midair, exchanging blows of magic and swords. Winter activates a glyph summoning small Nevermores. Cinder conjures more flaming swords at the summons, but more white Nevermores appear and surround Cinder. Cinder creates a large fireball to free herself from the flock. As the two Maidens clash, Jaune and Jared help Weiss get away from the battle toward the gate to Vacuo. Winter gets Cinder to drop the Staff. Cinder notices Weiss, Jaune, and Jared getting away and launches a fireball at them. Jaune uses his shield to block the attack but they are both knocked back. And suddenly, the ground beneath them heats up as Winter flies towards them.
"No…" Winter said.
Cinder balls her hand into a fist, causing the ground beneath Jaune, Weiss, and Jared to explode. Jaune and Jared's Auras dissipate as Weiss is launched over the edge.
"WEISS!" Winter and Jared said, at the same time with both of their voices breaking.
Winter watches helplessly as she watches her little sister and for Jared respectively, it was the equivalent of someone motherly to him, that being Weiss Schnee falling into the abyss.
"Weiss…" Jared said, letting out a lot of tears. "I, I don't know how I can do the Angels take Manhattan. I, I don't know, um, how I can do it without Team RWBY…"
Jaune and Jared get back up and notice Winter levitating to the walkway. Winter falls to her knees and cries. Angered, she looks back to Cinder, who has retrieved the Staff. Suddenly, the pocket dimension shakes as an enraged female scream is heard.
"We need to go…now." Jaune said.
"Right. We can't let their deaths be in vain." Jared said, letting out a lot of tears.
"You…are going to pay…for everything you've done!" Winter said, glaring at Cinder one last time.
Winter, Jaune, and Jared begin to retreat, and Cinder does the same, now having both the Staff and Lamp in her possession. Cinder exits through one of the portals leading to Atlas, and the walkways start to disappear. Jared used some of his mana to create a portal that leads him to the Doctor's world. Jaune runs as fast as he can to the Vacuo portal. Winter and Jared notices this, but are unable to stop themselves as they passes through the gates. Jaune tries to jump for it as the path gives way beneath him, but the two portals disappear and he falls into the abyss as well.
Vacuo…
Nora desperately bangs on the portal, unable to go back through due to it being one way. Atlas and Mantle civilians scream as they are attacked by Ravagers. Emerald Sustrai, Oscar Pine, and Lie Ren do their best to fight them off. The horde of Grimm approach them, but they get blown away. The trio and the civilians notice Winter, using her newly-christened Maiden powers to levitate in the air. She notices her mother Willow, her brother Whitley, and Klein Sieben in the crowd, and tears stream from her eyes. The roar of Grimm gets her attention. She notices the horde of Ravagers and Sulfur Fish approaching. Winter screams out and prepares to take them all on.
Planet of the Rain Gods…
Jared fell out of the portal he quickly created and landed right on the ground to see the Doctor and River Song there. The TARDIS must have interfered with the dimensional travel and brought him to an Eleventh Doctor who met Clara and a River Song who popped up back in Stormcage.
He got his bearings together and realized that he interrupted the date those two were having and realized that River could drop him back to the Ponds who experienced the Power of Three.
"Darling, what happened?" River asked, running over to Jared. "Where did you come from?"
"Atlas…" Jared said, running up to River for a hug. "Team RWBY...they…"
"They...what?" River asked.
"Is everything okay?" The Doctor asked, looking down at Jared.
"They died. They fell down a pit. Jaune and Penny are also dead." Jared said, crying into River's chest. "Where are we?"
"The planet of the Rain Gods." The Doctor said, as Jared lifted his head off of River's chest.
"Okay, so tell me you have a plan." River said, looking over at the Doctor.
"Hey? Why do I have to have a plan? One of you could have a plan. I chose the restaurant." The Doctor said.
"Yes, Jared's upset over losing some of his family, he popped up, and you accidentally took us to the planet of the Rain Gods, where we are now being sacrificed. Plan!" River said, angrily.
"Okay. The plan is we need to distract them with something before they actually sacrifice us to the Rain Gods. Then when they're distracted, we run away." The Doctor said.
"That's not a plan, that's just hoping." River said.
"Yeah. Like that would work, Spaceman." Jared said, grabbing River's hand.
"Hey it's a start." The Doctor said, sniffing the air. "Can you smell something?"
"It's a bit damp. Like it's about to rain."
"Exactly."
"Why are they sacrificing us to the Rain Gods, anyway?" River asked.
"Like, what's the point?" Jared asked.
"Appeases their wrath. Apparently it's very good for the crops, you know, sacrificing. There is actually some scientific evidence…" The Doctor said.
"Oh, so you're in favour of being burnt alive now?" River asked.
"Just looking on the bright side, you two." The Doctor said.
"What bright side?" Jared asked, squeezing River's hand.
Thunder roars.
"Huh! Ha, ha! And there it is, Oi!" The Doctor said, looking up at the sky. "If there are any Rain Gods out there, you're rubbish! Strike me dead if I'm wrong!"
"What are you doing?" River asked.
"Smelling the ozone, dear."
Thunder crashing.
"I'm kind of glad that the TARDIS sent me here. I needed this." Jared said, laughing a lot.
"After losing some of your loved ones. I suppose you do." River said, letting out a sigh.
"Down!" The Doctor said.
River, the Doctor, and Jared crouch down.
"Oh dear." The Doctor said.
"Sweetie…" River said.
Lightning flashes and it begins to rain. River and the Doctor pop up with an umbrella, while Jared pops up with his own umbrella, laughing.
"Hey! River, Jared, run." The Doctor said, turning to address their 'captors'. "Run away! I think the Rain Gods are going to do that again, you know."
The Doctor, River, and Jared run back to the TARDIS.
TARDIS…
"Really? I land up here just to get soaked!" Jared said, crossing his arms.
River, the Doctor, and Jared are safely inside.
"That was your plan?" River asked, as she was drying her hair with a towel.
"Well it worked didn't it?" The Doctor asked.
"Basically you hoped for lightning, that was it."
"And here we are."
"I still can't believe I tried to help evacuate people to Vacuo. And that plan almost worked by the way. Cinder had to interfere. And here I am. Safe and sound in the TARDIS." Jared said, leaning against the TARDIS console.
"Jared's right. He almost died before and after showing up at our doorstep. We should be burning at the stake right now. It's lucky for you, Doctor, you're pretty." River said.
"The two of you were in no danger. I knew something would come up." The Doctor said, flicking some switches on the TARDIS console.
Jared flicked a lever on the TARDIS console for him to hear the wheezing noise.
"No you didn't." River said.
"You really didn't. You were hopeless." Jared said, sadly.
"I did! I promise I did." The Doctor said, looking between River and Jared.
Atlas Vault…
Ironwood regains consciousness as he hears footsteps approaching him. Cinder walks down the stairs with an evil smirk on face as she holds the Staff in her hand. She then looks up and her expression changes to one of feigned fear. A black cloud of smoke appears floating down the elevator shaft. It then encircles Cinder.
"I…I failed you again, master. They used the Staff to save thousands. Before our allies fell, Neopolitan…killed Ruby. And before Ruby and her teammates fell, they used the Lamp's final question." Cinder said, and the black smoke stays in front of her as it forms into Salem herself. "I couldn't stop them! I couldn't even stop the Maiden from escaping without putting the Relics in jeopardy…I'm…I'm sorry…"
Cinder kneels before Salem. She then presents the Lamp and Staff to her.
"In pursuit of a new world…" Salem said, taking the Relics from Cinder. "No cost is too great. You've done well, Cinder. Our work here is done."
Salem begins to walk away, Cinder follows. Ironwood, unable to get up, helplessly watches them pass him. He notices the white Due Process, and begins crawling towards it.
"You said they used the Staff. I assume you rid the world of their creation. What did you create in its stead?" Salem asked.
TARDIS…
Jared pressed some buttons on the TARDIS console to turn on the TARDIS scanner to see the Atlas Central Command burning in flames.
Atlas Vault…
"I merely added more flames to the fires of Atlas." Cinder said.
TARDIS…
Jared looked on the scanner to see what was going on over there.
"Atlas and Mantle…" Jared said, walking up to River for a longer hug. "It became Sokovia…"
Through the glass, Watts is seen trying to break out by swinging a chair against the window. He screams out in desperation as fire continues to burn...
Atlas Vault...
Salem merely smiles. Ironwood tries to aim his revolver at them. Cinder just looks back at him and smirks.
"And that's…checkmate." Cinder said, activating her Maiden powers and flies away.
Ironwood sadly lowers his head as he accepts his fate.
TARDIS…
Jared looked over at the TARDIS scanner and the blue box kept flicking through images of Atlas and Mantle that's in line with his timeline for him to see what is going on over there.
The large floating landmass of Atlas falls onto the now-deserted city of Mantle, engulfed in a large dust cloud. Salem and Cinder fly away from the fallout. From the cargo ship, Qrow, Robyn, and the surviving Ace Ops watch sadly as Atlas and Mantle are abandoned. Qrow desperately screams out the names of nieces as he tries to contact them, his expression turning horrified when they don't respond. A large tidal wave appears and engulfs both Atlas and Mantle. The flood continues until both cities have been fully submerged underwater.
Beach...
Waves wash ashore along a beach. In the sand, Crescent Rose is seen embedded. The area is tropical, birds and other creatures are heard making noises. At the top of a cliff, a large, mystical-looking tree overlooks everything around it.