In the Atlas Medical Facility, Penny Polendina flies through the hole in the wall of Fria's room in an attempt to punch Cinder Fall. However, Cinder catches her fist with her Shadow Hand and then, using the arm's stretching ability, flings her through a nearby pair of double doors. Cinder starts to walk into Fria's room, only to be impeded by Winter Schnee's flock of small Nevermore summons.

At the tail end of the flock, Winter charges toward her, swinging her sword at her. Cinder does a back handspring to dodge it and a subsequent attack then sidesteps a thrust from Winter. She then uses her Maiden powers to form a pair of black glass swords to block as Winter swings her own sword down at her. She steps forward, pushing on Winter's sword and keeping their weapons locked together.

Cinder: You Atlas elites are all the same!

Winter starts to push back, and Cinder breaks her swords free of the lock. Cinder begins swinging her swords at Winter, who blocks the strikes with her own sword. As Winter attempts to fight back, Cinder parries her attacks.

Cinder: You think hoarding power means you'll have it forever, but it just makes the rest of us hungrier.

She kicks Winter hard enough to send her flying, causing her to slam into a wall. One of Penny's swords flies past Cinder's head and stabs into the wall that Winter was slammed into. Cinder looks at the sword, then toward the doorway she had sent Penny through.

Cinder: And I refuse to starve.

Penny rockets toward Cinder and begins swinging and spinning her swords at her, only for Cinder to block the attacks. Penny recalls her swords and then sends them flying forward to stab Cinder, who jumps, spins and swings her swords to dodge and deflect Penny's. Behind Cinder, Winter withdraws her smaller sword from within her main one and charges at her. Cinder leaps and spins over Winter, blocking the attack with her own swords. She flips back to dodge Penny's swords, then blocks another attack from Penny before jumping and flipping over Winter to dodge her. Cinder blocks a strike from Winter, who then blocks a strike from Cinder.

Cinder then leaps and stands on Winter's large sword to dodge Penny's attack, then kicks Winter in the face, knocking her to the floor. Cinder jumps and kicks Penny, knocking her over, as well. Winter charges toward Cinder, who leaps and flips over her, leaving Winter standing in front of the entrance to Fria's room. Penny moves to stand beside Winter. Angered, Cinder activates her Maiden powers, drops her swords and screams before emitting a jet of fire from her feet to rocket herself toward Winter and Penny. As she reaches them, she grabs them each by the throat and smashes through a wall with them, exiting the tower.

Winter swings her large sword at Cinder, who uses the stretching ability of her Shadow Hand to move Winter too far away for the sword to hit her. Penny momentarily activates her jets, causing the trio to spin in the air. Winter stabs her smaller sword into Cinder's Shadow Hand, causing the latter to scream in pain and drop her. Winter drops the smaller sword and falls, while Cinder emits jets of flame from her feet. She watches Winter plummet while black smoke pours from her wound. Cinder then turns her attention to Penny and tosses her away before conjuring a flame-covered black glass sword and kicking it toward Penny. Penny activates her jets and catches the blade between her hands, only for the sword to explode, sending her momentarily tumbling through the air and screaming in pain. Penny reactivates her jets and flies back up into the air, while Cinder watches, panting.

Cinder: I have come too far to be stopped by some toy!

A blue fireball suddenly hits Cinder, and Winter approaches them, riding on a Manticore summon. Cinder rights herself with fire jets and shoots a fireball, only for Winter's Manticore to dodge and spit a fireball back. Penny and Winter both fly toward Cinder from two different directions. Winter reaches her first, her Manticore slamming against Cinder on its way past. While Cinder is distracted and throwing a fireball at Winter, Penny slashes her with her swords. Cinder charges Penny, who fights back and then moves out of the way while Winter's Manticore spits another fireball, which hits Cinder.

Cinder cries out in anger and flies toward Winter, who charges toward her. As they close the distance, the Manticore spits another fireball, but Cinder quickly changes her trajectory to go under the Manticore, using her fire jets to spin herself so she can slash the Manticore with a sword. The summon dissolves, leaving Winter to fall, and before Winter can do anything, Cinder shoots another fireball at her, which breaks her Aura. She screams in pain, and Penny gasps. Cinder rockets away to the medical facility, and Penny flies down and catches Winter in her arms.

Winter: What are you doing!? My life doesn't matter!

Penny: I disagree.

Cinder: Finally...

She walks into the room, seeing Fria unconscious. Smiling, she begins to extend her arm towards the winter maiden. But as she gets closer, she hears a lightsaber being activated.

Ahsoka: That's far enough...

Cinder: I've come too far to be stopped by someone the likes of you.

Cinder summons two swords and lept towards Ahsoka, who blocks with her own blades. Cinder breaks off and tries attacking, she attempts to land a hit but is countered by Ahsoka, and barely dodges the lightsaber swing.

Ahsoka: You mistake power for strength.

Cinder growled and raised her blades to deflect Ahsoka's attacks. They continue in a stalemate, their skill and strength evenly matched. Cinder was unable to use her maiden power to attack Ahsoka, for she was too fast and would force Cinder on the offensive.

Cinder: I'm going to send your damn corpse to your brother...

Ahsoka: I would like to see you try.

Pushing Ahsoka back, she deactivated her lightsabers and clipped them to her belt. Cinder looking in confusion, before raising her blades to attack.

The blades swung towards Ahsoka, but she quickly grabbed Cinder's wrists stopping her attack. Cinder's eyes widened out of shock before Ahsoka landed a kick to her jaw throwing her to the side.

Cinder growled and shot her Grimm arm towards Ahsoka, wanting to drain her Aura. The Grimm arm grabbed Ahsoka's elbow, making Cinder smile evilly. But the smile quickly turned to shock as she saw no Aura being drained.

Cinder: How-?

Ahsoka sliced off the Grimm arm, making Cinder scream out of pain as the stump retreated back. It begins twitching as Cinder stood back up, and grew back. Cinder's face showed anger as she summoned a wall of flame, Ahsoka made a barrier with the force but it pushed her back nonetheless.

Jaune, Nora, Pyrrha, and Ren continue running through the dormitory hallways, with Oscar trailing behind them.

Jaune: Hurry, we gotta lose them!

Panting in exhaustion, Oscar continues slowly running after them while the four round a corner and stop. There, they see three soldiers, who take notice and run after them. Jaune, Nora, Pyrrha, and Ren turn and run back down the hall they came from, running straight past Oscar, who had just caught up. Oscar turns around and follows them. The four round a corner ahead of Oscar. Once he reaches the corner, he rounds it, runs down that hallway and rounds another corner, only to find he has lost sight of his friends. He stops and looks around, panting.

Oscar: Guys?

Guard: They went this way!

Nora's hand reaches out from a nearby room, clasping itself over Oscar's mouth and pulling him into the room. She holds him there, hiding next to the doorway while the soldiers run past. Uncertain of what is happening at first, Oscar panics and claws at the hand, hyperventilating. Once the soldiers are gone, he notices a mirror in front of him showing Nora standing behind him, and he relaxes. With a smug expression, Nora lets go and moves out of view of the mirror. He turns to face her and then yelps in fright and jumps backward, falling through the doorway and leaning back to dodge Neo's umbrella. The umbrella moves aside, and Nora blinks, her eyes turning pink and brown. Oscar's gaze moves from Neo's disguised face to her belt, where the Relic of Knowledge is attached. His eyes widen, and Neo strikes him with her umbrella, knocking him into a closed door. As she runs away, he reaches toward her.

Oscar: No!

Jaune comes into view from around a corner down the hall, looking around.

Jaune: (panicked) Oscar!

He turns and looks just in time to see Neo running toward him. She thrusts her umbrella's blade at his face, and he reflexively knocks it away with his shield. She leaps and flips over him, and he raises his shield and keeps it aimed at her to defend from any potential attacks. She rests her open umbrella against the shield to aid in her trajectory, and as soon as she lands on the floor, she hops, backflips and forcefully kicks off from his shield to propel herself down the hall, knocking him over.

As soon as she rounds a corner, Ren begins firing his guns at her, and she leans forward and uses her umbrella as a shield. Ren charges toward her, leaps and begins to swing his blades at her. Neo leans back, switches her eyes back to Nora's light blue eyes and looks at Ren with a hurt expression. Ren gasps and halts his attack, and Neo rams the handle of her umbrella against his chin. While Ren is stunned, she hooks her umbrella on his ankle and runs past, pulling his leg out from under him and knocking him down. She quickly rounds a corner, and Jaune chases after her, while Ren sits up with a wide-eyed and shaken expression.

Pyrrha quickly came to his aide and helped him off the ground.

Jaune: Stop!

When Jaune rounds the corner, he is faced by three armored soldiers and an Atlas military Huntress.

Guard: Drop your weapons!

The armored soldiers begin firing their guns at Jaune, and he blocks with his shield.

Jaune: Fall back!

Jaune, Nora, Pyrrha, and Ren flee down the hall they came from and around a corner. Nora looks over her shoulder at Ren, who has tears streaming down his face. The soldiers chase after the trio.

Guards: This way.

The military Huntress starts to follow the soldiers but then stops and looks down a couple of hallways before confidently walking away with the Relic of Knowledge hanging from her belt.

There is a loud metallic sound, and Fria opens her eyes to see Cinder standing in front of her with the transfer machine's pod door missing.

Cinder: You had your time in the sun, but now I'm afraid your time is up.

Fria: Yes. I've been waiting here... for some time, I think. What was I waiting for?

Cinder smirks, and her eye flares with orange Maiden flames.

Cinder: Me.

Cinder draws back her Shadow Hand and then reaches for Fria, only for Fria to grab her wrist and stop her.

Fria: No.

Fria looks at Cinder with light blue Maiden flames around her eyes.

Fria: I had a job to do.

Cinder pulls her wrist from Fria's grasp, creates a black glass knife and attempts to stab Fria with it. Fria knocks her away with a blast of blue energy and rises into the air, surrounded by a whirlwind of ice and freezing air. A layer of ice spreads across the floor from beneath her. Some of the ice spreads onto Cinder's Shadow Hand, causing her to scream in pain and jump back. The door of the transfer machine's second pod comes loose and flies toward Cinder, who rolls out of the way and leaps into the observation room through the now-broken window. Fria grasps her head and then cries out, the whirlwind around her intensifying and blasting a hole through the ceiling. The freezing air also pours out of the hole in the wall. Penny lands on the roof, sets Winter down and stares at the whirlwind, while Ahsoka stood stupified in the hallway.

Penny: What is that?

Winter: That's the power of a fully realized Maiden.

Winter runs over to the hole in the roof and attempts to reach toward it, only for the whirlwind to freeze and rip off three of the fingers of her glove, while turning her fingers themselves red. She cries out in pain and withdraws her hand, looking at her freezer-burnt fingers before shaking her hand.

Winter: It's too cold. We have to do something!

Penny looks at her own hands, then runs forward and jumps into the hole.

Winter: Penny!

Oscar: I'm sorry.

Jaune, Oscar, Pyrrha, Nora, and Ren are resting inside the training room. The lights outside have turned red, and the lines for the grid on the floor are white.

Jaune: Don't be.

Ren: We weren't ready to become Huntsmen.

Pyrrha: That isn't true!

Ren: Then why aren't we holding the Relic?

Oscar looks down in thought, frowning.

Ren: Now Salem has the Lamp, Ironwood has the Staff, and we have nothing!

Jaune stands up.

Jaune: Ren, that's enough.

Their communication devices emit a transmission sound, and Pietro Polendina's voice comes through.

Pietro: Hello? Anybody there? Can you hear me?

Jaune: Our Scrolls? Doctor!

Jaune excitedly brings out his Scroll, grinning at the private group chat that has opened. Maria Calavera laughs triumphantly.

Maria: Finest mind in Atlas!

Somewhere else in the City of Atlas, Blake and Yang shoot at Atlesian Knight-200s while backing toward a Manta. Din and Maul are on the otherside, deflecting laser bolts back and returning fire.

Nora: Maria! What are you doing?

Inside the Manta, Pietro is typing on a computer projected from his chair, while Maria uses her Scroll to speak to Team JNPR. Yang, Blake, Din, and Maul board the ship and continue firing at AK-200s.

Maria: Grabbing our getaway ship. We need to hightail it out of here. Where are you?

Nora: The academy training room. We slipped away from some soldiers, but it won't be long before they--

Nora yelps in fright as bullets begin flying toward her. Jaune, Pyrrha, Nora, and Ren gather behind Jaune and Pyrrha's shield, which together projects a Hard-Light barrier.

Guard: They're here.

Yang: We're on our way. Just stick together.

Jaune notices that Oscar is not present.

Jaune: Oscar? Oscar!

A barrage of bullets pelt Jaune's shield, causing him to duck back down behind it.

Oscar: (over communicator) Sorry, but you all need to go on without me.

Jaune: What are you talking about!?

Oscar is running through a hallway.

Oscar: There's something I have to do alone.

Maul: Oscar?!

Inside Fria's room, Penny fights against the torrent of freezing winds as she walks toward Fria. Her right foot becomes frozen to the floor, and she uses her jet to break free. At the center of the whirlwind, she finds Fria still levitating in the air. She steps forward and gently rests her hand on Fria's ankle, causing Fria to gasp and look at her in surprise. Fria's Maiden eye flares fade away.

Penny: Are you okay?

Fria: I had a job to do. I was supposed to protect the power of the maiden until I was ready. I worry I may have lost track of time. But you can tell James that I'm ready now.

Penny: Ma'am, if you do that...

Fria: I'll be gone.

She looks down at Penny and smiles.

Fria: I know I have a hard time remembering, but I remember that.

Penny stares at her sadly. Fria lowers to the floor, and Penny catches her and gently leans her back. Fria shivers, and Penny looks around at the thick layer of ice that now coats the room. Fria looks up at Penny.

Fria: What's your name?

Penny: It's Penny, ma'am.

Fria smiles at her.

Fria: Penny. Are you the one?

Penny gains a look of realization, then looks over her shoulder at the hole in the ceiling, which is now frozen over. She looks down in uncertainty.

Penny: I...

Ironwood stands alone in the Atlas Vault, staring at the golden door that only the Winter Maiden can unlock. He hears the soft ping and low whoom of the elevator. He sighs and begins speaking with his back still turned to the elevator.

Ironwood: Winter, thank you. I know that must have been difficult. I... I'm so sorry.

He turns and looks, only to find Oscar riding the elevator with his hands resting on his cane in front of him. When the elevator docks, Oscar begins walking toward Ironwood, using the cane with each step.

Ironwood: And... whom do I have the pleasure of speaking with?

Oscar: Still just me.

Ironwood: It was smart of you not to bring the Lamp down here. I wouldn't trust me either right now.

Oscar stops and stands a few feet away from Ironwood.

Oscar: Trust is what I'm hoping to fix. I know we can still figure this out, all of it, together. Please.

Ironwood: Do you intend to fight me?

Oscar: No. That's exactly what she wants.

Oscar lifts up his cane and looks at it.

Oscar: I guess it's because of Oz, but... holding it helps calm me down when I'm afraid.

He withdraws the cane into its handle and attaches it to the back of his belt.

Ironwood: You still think I'm afraid?

Oscar: We all are. It's what we do in our fear that reveals--

Ironwood: That's easy for you to say!

Ironwood begins walking toward Oscar, who backs away. As Ironwood moves to Oscar's right, Oscar moves to his left toward a portion of the platform that extends out to the side. The two stop walking soon after.

Ironwood: You can label me whatever you'd like, but the fact of the matter is I was right! The minute I softened, let my guard down, that's when Salem had her opening.

Oscar: If you abandon Mantle, you abandon our best chance of reuniting the world. You abandon Remnant, leaving millions to fend for themselves so a few can survive. What kind of--

Ironwood: (rolling his eyes) All excellent philosophical points that won't matter if Salem wins.

Oscar: Listen to me!

Ironwood: No, you listen!

Ironwood begins walking toward Oscar again, and Oscar backs away toward the edge.

Ironwood: I am done letting others' inability to see the big picture get in the way of doing what's right. Robyn, the council, this kingdom... even you.

Oscar: Then you're as dangerous as she is, James.

Ironwood: James is what my friends call me. To you... it's General.

Ironwood draws his white gun and shoots Oscar, breaking his Aura and sending him off the edge. With no emotion on his face, Ironwood lowers his smoking gun. Maul collapses within the Manta, clutching his chest out of pain.

Still uncertain, Penny continues to hold Fria.

Penny: I... I...

There is a small explosion sound, and Penny looks to her left to see Cinder blasting her way through the ice. Cinder glares at her and stands up.

Cinder: She's mine!

Cinder screams in fury and sends her Shadow Hand toward Penny and Fria, and Penny flinches and closes her eyes. Suddenly, the Shadow Hand disintegrates, and Cinder begins screaming in agony. Penny opens her eyes and looks. Cinder is stumbling around, her Grimm arm having been cut off again, and Winter is standing near her with her sword drawn. Winter glares at Cinder, then looks over at Penny and Fria. While a white blade is slowly cutting through the Ice.

Winter: (worried) No.