The citizens of Mantle run frantically in the streets, being chased by Beowolves and Sabyrs, while Teryxes and Giant Nevermores fly around above them.

On one street, a pair of Atlas Soldiers fire at a pack of Beowolves. A Beowolf manages to tackle one of the soldiers, and the other soldier shoots a fiery bullet at it, killing it. The first soldier does not get up. Five Mantas fly overhead, and one of them is taken down by a Teryx. Three Sabyrs round a corner and attempt to run down the street, only to be defeated by a missile. A group of civilians runs down the street that the Sabyrs came from, passing by the hole in Mantle's outer wall. A herd of Megoliaths is pouring in through the hole, and they almost trample the fleeing civilians.

Somewhere else in Mantle, more Sabyrs are running around, some of which are slain by Fiona Thyme, May Marigold and Joanna Greenleaf. Nearby, a Sabyr stands atop a car and watches the Happy Huntresses, who chase another Sabyr down an alley. The first Sabyr then jumps down from the car and runs down the street, going around a toppled car to find a Faunus woman and child hiding there.

Nora: Here, kitty kitty!

The Sabyr turns and looks up, seeing Nora standing atop a nearby roof. She jumps down and slams Magnhild down on its head, killing it. Weiss Schnee directs the Faunus woman on where to run, while Marrow Amin stands nearby with his gun ready. Another large group of Sabyrs approaches from down the street. Nora sighs, and she, Weiss and Marrow get ready to continue fighting.

Elsewhere in Mantle, Blake Belladonna is running from a Megoliath and three Ursai. Two of the Ursai run to either side of the Megoliath, while the third runs behind the Megoliath's hind leg. The Ursa behind the Megoliath shoves one of the other Ursai out of the way. It then attempts to tackle Blake, but she draws her katana and uses Dust to create a fire clone. Upon impact with the fire clone, the Ursa catches on fire and dies. The second Ursa attempts to tackle Blake, and she creates a lightning clone, moving to the other side of the street. As the third Ursa leaps to tackle her, she creates an ice clone, turns around in mid-air and fires her gun at the Ursa's head. The Ursa smashes into the ice clone, tumbles on the ground and is crushed to death under the Megoliath's foot.

Blake turns a corner and keeps running. Due to its momentum, the Megoliath is only able to make a wide turn around the corner, which causes it to slam into a building, breaking the windows on the ground floor and shaking loose some of the accumulated snow. With an angry trumpet, it continues to chase Blake. Just as it swings its trunk, she uses her Semblance to dodge, and it runs straight toward Elm, who uses her Semblance to root herself in place. Once the Megoliath reaches her, Elm grabs ahold of its face, stopping it in its tracks, which creates a shockwave that shatters all surrounding windows. She then uses the Megoliath's momentum to lift it into the air and proceeds to hold it there.

Down an adjacent street, Yang runs toward the Megoliath and then fires her weapon behind her to propel herself forward. As she slides on her knees under the Megoliath, she plants a series of bombs on it.

Yang: Now!

Elm hurls the Megoliath into the air, and Yang detonates the bombs, killing it. The three take a moment to catch their breath, and Blake turns to some civilians who are hiding behind a toppled car.

Blake: Head to the nearest shelter!

The civilians run away.

Yang: Those shelters are gonna fill up soon.

Elm: They're all we've got. We just have to hold off the Grimm.

As Elm speaks, a group of Sabyrs begin running toward them from down the street. Blake and Yang look at each other, concerned.

Din lands on a rooftop, observing Maul on one side, fighting Grimm, and Ahsoka on the other. Seeing a Teryx circle overhead, Din lines up a shot with his pulse rifle. He fires, disintegrating the head.

Maul spun his double-bladed lightsaber, tapping into the dark side making the Grimm rush towards him. Deactivating his lightsaber, he motions both of his hands upwards, the Grimm float upwards before their throats exploded.

On a rooftop somewhere in Mantle, Qrow Branwen shoots at Teryxes, while Clover Ebi talks on his communicator.

Clover: Okay, yes sir, understood, over and out.

Qrow: New orders?

Clover: Let's go.

Clover and Qrow jump down from the roof.

In an area near Mantle's outer wall, Marrow slays a Sabyr with his weapon. A Beowolf leaps over him and is promptly impaled by Weiss' Arma Gigas summon. The sword stabs into the ground very close to Marrow, who flinches away from it, grabbing onto his tail. Weiss peeks out from behind the sword, giving an apologetic giggle.

Beside the wall, Nora stands protectively in front of a group of civilians. The lights for the streets surrounding the area begin turning red one by one with the Grimm alarms sounding off. Afraid, the civilians back up against the wall.

Girl with scarf: Take us to Atlas. We won't survive down here.

Guy with horns: Why isn't Ironwood doing anything?

The aggravated civilians begin shouting and walking toward Nora.

Unseen male civilian: Take us to Atlas!

Nora: Please, everyone. We're doing our best. We will get you to safety. Just give us a little more time!

There is a loud ping noise, followed by a cyan glow, and the civilians stop and look up at the wall, where a giant hologram screen depicting Robyn Hill has appeared.

Robyn: Atlas, Mantle. I know you're scared. I'm here with General Ironwood, and we have a message for you.

The camera filming Robyn zooms out to show that she is holding Ironwood's left hand, and their hands are both glowing with green Aura.

Robyn: What he has to say may sound unbelievable... but it is all true.

Confused and still scared, the citizens of Mantle listen. Elsewhere in Mantle, Ruby and Harriet work together to kill a beowolf. They then stop and look at a nearby hologram screen showing Ironwood.

Ironwood: An ancient and terrible evil lies outside of our Kingdom. It was responsible for the destruction of Beacon, the attack on Haven, and the recent attacks on Mantle. This powerful force goes by the name of Salem.

Ruby: (grinning) He's doing it.

Somewhere else, Ren fires StormFlower's blades to swing from a traffic light, drop down on a Sabyr that is chasing civilians and stab it with his guns' blades.

Ironwood: Salem seeks only to divide us.

Jaune Arc uses his shield to slam another Sabyr against the overturned armored truck that Ren had leaped over. He then cuts the Sabyr in half.

Din lands next to Maul and Ahsoka, who deactivate their lightsabers. They watch the message for a moment, before Din motions with his arms. They grab hold as Din rockets towards a shelter.

Ironwood: To turn us against each other. If she can incite hatred in us, then we will lure in the Grimm and destroy ourselves.

A group of Sabyrs charges in from the direction that the civilians are fleeing in. Vine jumps onto an armored truck and uses his Aura arms to split the group of Sabyrs and pin them against the buildings on either side of the road.

Robyn: Salem herself does not work alone. Her minions have invaded our very city.

In their hideaway, Cinder Fall and Neopolitan are watching Ironwood's live broadcast on a Scroll.

Ironwood: Arthur Watts and Tyrian Callows.

Neo looks at Cinder, who looks away.

Cinder: (muttering) What?

Ironwood: These men are the ones responsible for the recent murders in Mantle and for sabotaging the heating grid.

Tyrian and Watts, who are hiding in a building's back patio, look toward Ironwood's voice and then at each other.

Ironwood: But we cannot let ourselves give in to fear and panic. That is what she wants!

On the screen, Robyn and Ironwood are still holding hands, and the Aura coating their hands continues to glow green.

Ironwood: Instead, we must unite, and fight back, together. Every single one of us!

Vine still has the Sabyrs pinned, and Jaune calls out to the civilians in front of him with a commanding tone, pointing his finger at them.

Jaune: Alright, single file line! Place a hand on the shoulder in front of you, eyes forward, move, move, move!

As he issue his commands, the citizens look back at him and then begin following his instructions. A pair of small children stand in front of Jaune, who kneels down and gives them a thumbs up and a grin.

Jaune: Show them how it's done, kids!

The child in a red coat salutes him. The two kids then turn on their heels, the kid in the red coat placing their hand on the other child's shoulder. They then begin marching with serious expressions on their faces.

Vine: Where did you learn to do that?

Jaune stands back up.

Jaune: (awkwardly) Uh, morning school route?

Jaune places his hand on Ren's shoulder, and they both close their eyes and concentrate. Ren uses his Semblance, which Jaune amplifies, allowing it to conceal the civilians' emotions. The two children grin while they lead the line of scared adults.

Ironwood: This, my friends, is why I was forced to divert resources from Mantle - for the Amity Communication Tower.

Watts and Tyrian continue to listen to a small hologram screen that is perched in the nearby alleyway. At the moment, the screen is only displaying Ironwood from the chest up.

Ironwood: Amity Tower is now completed and ready to launch. It will re-establish all global communications--

Watts withdraws his Scroll and taps the screen a few times, bringing up a hologram of Amity Tower, while Tyrian sharpens his weapon with a whet stone.

Watts: The Colosseum remodeling was a communications tower? How did James get this past me?

The Being stands next to him, arms crossed. Before turning to walk away, summoning his cube.

Ironwood: Because the safety of every citizen is imperative, the council and I have decided to evacuate everyone in Mantle to Atlas. I am withdrawing all defenses from Amity in order to assist with repelling the Grimm in Mantle.

Robyn: We must put aside our differences and band together to defeat this threat. I fully support General Ironwood's plan.

Mantle's citizens begin cheering, and Nora turns around and looks at the crowd. One of the female civilians picks up a gun from a broken Atlesian Knight-200 and holds it in the air.

Tyrian screams in anger and punches a concrete wall, cracking it.

Tyrian: (furious) The Grimm should have destroyed our enemies, not made them friends!

Watts: Wait.

Watts turns off the Amity Tower hologram, pockets his Scroll and stands in front of Tyrian.

Watts: Our tin soldier's heart has cost him his mind. We need to keep their attention on Mantle for as long as possible.

Tyrian: (with a crooked grin) You want more chaos than a Grimm invasion?

Watts: If anyone on Remnant could deliver that, wouldn't it be you?

On the nearby screen, Robyn begins speaking, and Tyrian and Watts turn their attention to it. Tyrian hovers his tail's stinger around her face from his point of view.

Robyn: If you've made it to your local shelter, stay put. Help is on the way. And for those of you in Sector 17, I'll be seeing you personally.

Tyrian: (tapping his fingers together) Come to think of it, I do have an idea.

Tyrian grins.

Cinder: (angry) I still can't believe those idiots beat us here.

Cinder angrily turns on her toes and walks over to the window, crossing her arms.

Cinder: Vacuo was supposed to be the next target.

She stares out the window for a moment, calming down.

Cinder: The timeline has changed.

The Being: That is an understatement.

She turns and looks at Neo.

Cinder: You said the farm boy has the Lamp?

Still sitting in a chair, Neo nods.

Cinder: Find him, take it.

Neo stands up with attitude, striking an exaggerated shrugging pose while using her Semblance to look like Ruby.

Cinder: No! We get what I need first! Then we get what we want! Now go.

Neo turns away, crossing her arms. Cinder smirks and walks over to her.

Cinder: Ironwood's been hiding the Winter Maiden for years. Tonight I'm going to find her.

Cinder takes the Scroll from Neo's hand and deploys its screen again, earning an annoyed look from Neo, who drops the Ruby illusion.

Cinder: The general's as predictable as his androids.

Cinder begins walking away.

Cinder: Threaten what he has, and he'll flock to protect it.

She tosses the Scroll back to Neo, who catches it and then looks at her.

A large fleet of Mantas arrive in Mantle, and one lands near the crowd of citizens that Nora, Weiss, Marrow and the Happy Huntresses were defending. The side door slides open, and a ramp deploys. Inside are two Atlas soldiers.

Soldier: Get in, get in!

Civilians begin entering the Manta in a single file line, while Nora guards the ramp. There is a loud bang, and a bright green streak soars across the sky.

Another Manta lands in an intersection near Blake, Yang and Elm. Blake runs into the Manta, while Yang beckons the nearby citizens toward the ramp. Suddenly, there's a rumbling sound, and the Grimm sirens begin blaring. Three Megoliaths turn the corner and head toward the Manta, worrying Yang and Blake. Elm stands between the Megoliaths and the Manta, holding her hammer.

Elm: I've got this!

She roots herself in place with her Semblance and transforms her hammer into a rocket launcher. With a smirk, she takes aim and fires a pair of rockets, her Semblance keeping her stable. The rockets kill the Megoliaths, and the citizens aboard the Manta cheer. Elm turns and looks at them, appearing somewhat surprised. She then grins and does an "OK" sign with her hand. There is a loud bang, and the bright green streak from earlier soars across the sky.

Ruby and Harriet are standing with some civilians, and Ruby is using her communicator.

Ruby: Alright, we just need to get everyone to the closest airpad.

Harriet: The closest LZ is--

Harriet points down the street. Suddenly, the ground begins shaking with a loud thumping noise. A manhole clatters with each thump. In the direction Harriet pointed, a car goes tumbling across the intersection. Harriet gestures to the intersection.

Harriet: There.

An Alpha Megoliath walks out from around the corner and turns to face them. It utters a roar and begins charging down the street. However, the green streak from earlier flies by behind it, and then a large green laser swoops across the street in front of it, striking its tusk. This causes it to tilt its head to the side and stop charging. The civilians around Ruby and Harriet run away, screaming, and Penny Polendina flies down to stand next to Ruby. Harriet and Penny nod to each other and then hurry forward to fight the Alpha Megoliath.

Ruby closes her eyes and concentrates, partially blocking out the sounds around her. However, the Alpha Megoliath's roar breaks her concentration, and she opens her eyes wide, looking at the fight in front of her. Penny is shooting at it with her weapon in gun mode, while Harriet speeds around it. Ruby glances down at her belt where she used to keep the Relic of Knowledge, then uses her Semblance to get onto a nearby rooftop, where she fruitlessly fires her sniper rifle at the Alpha Megoliath.

Flying near the Alpha Megoliath, Penny arranges her swords in a circle and spins them like a buzzsaw, slashing at the side of its head. She then stabs the swords into the side of its mask, and it trumpets in pain and attempts to turn its head away. Noticing the resistance from Penny pulling on the threads, the Alpha Megoliath looks at Penny, who gasps. It then jerks its head to the side, yanking Penny toward it. She slams into its tusk and is sent flying over the buildings, screaming. Ruby watches Penny and then flies after her with her Semblance.

She finds Penny unconscious, having crashed into the road hard enough to damage it. Ruby drops to her knees beside her.

Ruby: Penny, are you okay?

The light in the middle of Penny's bow turns on, and she opens her eyes and then looks at Ruby with a smile.

Penny: Ouch.

Penny hops to her feet and puts her fists to her hips, and Ruby stands back up.

Penny: Those tusks sure are dangerous.

Ruby: They sure are.

Ruby thinks for a second, then looks at Penny.

Ruby: I think I have a plan.

Penny smiles confidently and nods. There is a pause, and then Penny tilts her head in curiosity.

Penny: What is it?

Harriet continues speeding around the Alpha Megoliath. She leaps and reaches for its trunk, but it kicks her in the back, knocking her to the ground. It then tries to step on her, and she holds its foot up above her. However, the red wires on her weapon begin glowing brightly, and the weapon itself begins to spark with electricity. Just as her weapon begins emitting a noise, she manages to push the Alpha Megoliath's foot away from her, sending herself flying backward and tumbling across the road. Her Aura flickers, and she pushes herself up onto her hands and knees.

Penny fires a laser at the Alpha Megoliath's tusk just in time, distracting it from Harriet.

Penny: Over here, you big bag of bones!

The street lamps along the road that Penny is on turn red, and the Grimm sirens blare. The Alpha Megoliath starts running toward Penny, who shifts her swords into gun mode and arranges them in a circle. The circle of guns spins rapidly, charging and then firing a huge laser. The Alpha Megoliath tilts its head down to the laser and begins struggling against it, still trying to get to Penny. It slowly makes its way forward, step by step, while Penny slides backward a little. She separates three guns from the circle and uses them to fire a smaller laser directly at the Alpha Megoliath's right front tusk. The smaller concentrated beam begins heating and scorching the tusk, and Penny concentrates while the Alpha Megoliath continues to make its way toward her.

Ruby: Now!

Penny clenches her fists and pulls back, and the concentrated lasers shut off. Now unimpeded, the Alpha Megoliath charges toward Penny once again, and Ruby uses her Semblance to fly past her and stops next to the scorched tusk, hooking her scythe on it. She places her feet against the tusk and then fires her rifle and kicks off, slicing through the burned portion of the tusk. While the Alpha Megoliath rears up and roars, Penny catches the severed tusk and slams it into the road below. Ruby lands next to the Alpha Megoliath's rear foot, hooks her scythe on its ankle and fires the rifle to give the Alpha Megoliath a painful cut. It jerks its foot away, jumping and uttering a pained trumpet, before falling over onto the severed horn, which impales its chest. Now deceased, it disintegrates.

The street lamps return to their normal color, and the Grimm sirens shut off. Civilians come out of hiding, looking at Penny.

Guy with dog ears: (fist in the air) Yeah, they saved us!

The citizens begin cheering and clapping.

Woman in crowd: The protector of Mantle!

Harriet rolls her shoulder and then looks around, as citizens approach Penny.

Yang: (over communicator) Just sent the ship up. Heading to the next LZ.