After the opening, the scene shows the darkened corridor of the Vault under Beacon. Only flashes of green and vermilion are illuminated in the darkness. More flashes are shown as Ozpin and Ember Fall clash weapons against each other. After a clash, Ember slides back, using her hand to melt the floor below her, and summons ice crystals from the newly-formed substance, hurling them towards Ozpin. Ozpin deflects them all by moving at superhuman speed,

and then darts forward and delivers a bunch of strikes at Ember with his cane, with the last blow launching her back. Ember then floats mid air by unleashing her Maiden power. Ozpin then slams his cane into the floor, forming a spherical force-field around him. Ember then unleashes a powerful fire blast, with Ozpin leaping into the attack with the barrier protecting him. As he closes in on her, the screen fades to white

The screen then fades out to the docks outside of Beacon. Air buses are seen picking up the last few civilians and students. Peter Port and Bartholomew Oobleck oversee the evacuation.

Port: That's it! Everybody on board! This is a mandatory evacuation!

As port says this another land shaking explosion occurs from the direction of vale as he stares at the dust cloud nervously

Oobleck: A safe zone has been established in Vale! Please, remain calm and listen to Atlas personnel!

Weiss Schnee stares at what is in front of her, in disbelief. As Ruby Rose comes running down the path, Zwei barks to alert Weiss to her leader's presence, and Weiss turns around to greet her.

Weiss: Ruby!

Ruby: Oh, I found you!

Weiss: Ruby, where have you-

Ruby: Don't worry, I'm fine! What's going on?,

Unsure of what to say, Weiss lowers her gaze sadly.

Ruby: Weiss? What is it?

Weiss steps aside, giving Ruby a clear view of Blake Belladonna and Yang Xiao Long lying on the ground. Both girls have bandages wrapped around their wounds, and the latter is unconscious. Behind them sit Nora Valkyrie and Lie Ren, who are too battered and bruised to fight. Blake reaches over and places her hand on Yang's.

Blake: I'm sorry. (She gets tears in her eyes)

Ruby reaches out and opens her mouth to say something, but in her emotional state, she doesn't know what to say.

Blake: (Curls up, closing her eyes) I'm so sorry.

Ruby: yang.......

Sun: (Walking over) Hey. She's gonna be okay. The soldiers have a ship ready to take you guys to Vale.

Nora: But Jaune and Pyrrha are still missing.

Nora attempts to stand, but she quickly sits back down, groaning and holding her side.

Ruby: What!?

Sun: Look, guys, that giant Grimm is circling the school! Even the White Fang are pulling out! We all have to go, now!

Ren: We're not... leaving! (He stands up, but then falls to his knees) Ugh!

Sun turns and casts a worried look at Blake.

Ruby: my brother always taught me that you never leave your comrades behind no matte the danger so I'll find them... I'll find them, and I'll bring them back.

Weiss: No....

Ruby: Weiss there our friends and no matter what you say I'm-

Weiss: No! We will find them. (She turns to Nora and Ren) Watch after Blake and Yang. We'll be back.

Ruby and Weiss run back toward Beacon Academy, while Sun watches them go.

Sun: You better be! Idiots.

The scene cuts back to the dining hall as Ada and Adam's battle Duel rages on as they try and slash at each other with blinfing speeds as Ada goes for a diagnol slash to Adam's neck he dodges and fires potshots with blush as Ada blocks with crucial as she sheaths her blade and sends a powerful red slash towards Adam who effortlessly dodges it by sidestepping as he slowly approaches Ada

Adam: why are we fighting sister

Ada: why are we fighting WHY ARE WE FIGHTING!!! LOOK AROUND US ALL THIS DEATH AND FOR WHAT TO PROVE A POINT!!!

Adam: ALL OF THIS IS TO PROVE THAT THE FAUNUS ARE THE MOST SUPERIOR RACE!!! [Lunges towards Ada and who blocks as they try and push each other back]

Ada: THIS DOESN'T MAKE US SUPERIOR, IT JUST MAKES US LOOK JUST LIKE THE PEOPLE WE'RE TRYING TO DESTROY!!! [Kicks adam back and slashes him across the chest] it didn't have to go like this Adam we could have still helped our people without all this bloodshed...........please.......don't make me lose my last bit of family I have left

Adam stares at his little twin sister from underneath his mask as a single tear escapes his eye before he fires a bullet into the roof of the dining hall causing it to collapse as Adam turns his back to his family

Adam: goodbye.........Ada....

As the rubble blocks the 2 siblings from each others view Ada stares at the former position her brother was in before turning away in the direction of the bullhead docks as the scene cuts to the sound of metal clashing as Cloud and Tifa can be seen doing battle with Sephiroth as Tifa uses her speed to try and overwhelm the silver haired warrior her easily dodges and parries each of her punches before smirking and backhands her as she goes flying into a nearby piece of rubble as Cloud jumps down from above and begins to fight Sephiroth

Cloud: Ergh how are you here we saw you burn in that fire YOU SHOULD BE DEAD!!!

Sephiroth: yes well.....I got over it

Sephiroth then shoves Cloud back as they continue to battle as Tifa rises out of the rubble and rubs her head as she looks to where she left emerald to see her gone as he ropes lay on the ground cut as Tifa trys to find her she is met with a bullet to the back as Emerald armed with theifs respite in hand as she spins the weapons and places them back in there holsters as Sephiroth once again slashes cloud this time breaking his aura as he glows a light blue signifying his broken aura as atlas troops can be seen approching

Sephiroth: emerald it is time we take our leave your senpai must be worried sick about you

Sephiroth then opens a black and purple portal behind him as emerald stands next to him with a smug smile on her lips

Emerald: its been fun but we've gotta run later kiddies

As the 2 villans approach the portal Cloud rushes forward as Tifa out reaches her hand in protest

Tifa: CLOUD NO!!!!

Sephiroth: hmmmmm such foolishness

Cloud then clashes blade with Sephiroth as sparks fly between the 2 warriors blades

Cloud: [pant] come on Sephiroth [pant] lets do this

Sephiroth: oh Cloud your no where near the right level for me to fight you seriously, heal your wounds Cloud get strong then we'll settle the matter

Sephiroth then sweeps clouds leg and swing hjs sword down towards Clouds chest but he blocks with his sword as he goes flying back next to Tifa and Sephiroth escapes threw the portal

Cloud: D-damn it [passes out]

Tifa: C- Cloud [passes out]

As the 2 members of team CATC(Y) are taken to safety The camera pans down the front of Beacon Tower as Jaune Cinder and Pyrrha run out of the front door. The muffled sounds of Ozpin and Ember's fight can be heard.

Jaune: Okay, I think I have Glynda's number. (He walks away, looking at his Scroll) Oh, where is it?

Pyrrha turns and stares silently at Beacon Tower as Cinder stares at Pyrrha with a look of concern. Jaune's voice soon breaks her concentration.

Jaune: Pyrrha? What was all of that?

Pyrrha: (She turns to look at Jaune) I...

Cinder: Pyrrha what are you-

Their conversation is interrupted by an explosion, followed by Ember using fire to fly up through the elevator shaft. The two teens stare at the tower in surprise.

Jaune: But... Ozpin...

Cinder: all he could of done was hold her off, he wasn't strong enough

Pyrrha: There's no time. (She shakes her head, then looks at Jaune, quickly adopting a determined tone) Go. Get to Vale and call for help.

Jaune: Huh? What are you gonna do?

Pyrrha slowly turns her head to stare up at the top of Beacon Tower. Following her gaze, Jaune realizes what she plans to do.

Jaune: No... no, Pyrrha, you can't. You saw how powerful she is! Pyrrha, I won't let you do-

Suddenly, Pyrrha grabs Jaune's head in both hands and silences him with a long kiss on the lips.

After a moment of hesitation, he gently pulls her in and returns the kiss, while Pyrrha slightly raises her foot behind her. She then pulls away, ending the kiss, and stares into his eyes, one hand on his cheek and the other on his chest.

Pyrrha: (Sadly) I'm sorry.

She then uses her Semblance on his armor, pushing him directly into a nearby locker, which slams shut from the impact.

Jaune: Hey! Wait! Stop, stop! Pyrrha, please don't do this!

While Jaune pleads, Pyrrha walks over to the locker and begins typing coordinates into it. She looks him in the eyes one last time, before stepping back and watching the locker fly away. Once it vanishes into the distance, she clenches her fists and shares a nod with Cinder and, once again, adopts a determined demeanor as they walks toward the tower.

Once they step through the entrance, they runs to the nearest elevator and Pyrrha uses her Semblance to force the doors open. Inside, she finds that Ember has left a large hole in the floor and roof of the elevator on her way up. Pyrrha steps inside the elevator, closes her eyes, and begins mustering all of her strength. The elevator begins shaking. She focuses even harder, straining herself, until the elevator begins a quick ascent toward the top taking both her and cinder to do battle with the fall maiden.

Meanwhile Y/n and Salems battle rages on as Y/n slashs Salems arm off and goes in for an attack as the same arm grows back a second later and swipes at him but he dodges it at the last second by leaping back as they continue to clash blades while jumping around from roof to roof as Y/n sends a quick barrage of slashes to salems entire body as a Cloud of F/c roses

Salem: [coughs blood] ergh you hapless little shit that was a lucky shot

Kurama: well then i guess we must be pretty lucky then Hahaha

Salem: Ergh [flash steps in front of Y/n with her fist raised] well let's see how you do without your little TOY!!!

Salem then sends a magic powered punch to Y/n's chest as he blocks with the blade of crimson Yamato as it starts to crack as it shatters entirely and falls to the ground broken as Y/n holds the hilt of his now broken Katana and puts it away before raising his fists as Salem holds her grimm spear with a smile

Y/n: well I always was better with my hands with women

Y/n then charges forward as Salem does the same with her spear as it is coated in a red and Black magic as Y/n's fists are ignited in a silver flame

Meanwhile, Ruby and Weiss are on their way back to Beacon campus, when Weiss' Scroll begins ringing.

Weiss: It's Jaune! (She answers) Where are you?

Jaune: (In the street somewhere in Vale. There's panic in his voice) Weiss! Please, you have to stop her!

Weiss: What!?

Jaune: Pyrrha! She's going after that woman at the top of the tower! She doesn't stand a chance!

Weiss: Jaune, what are you talking about!? Where are you?

Jaune: (He shouts into the Scroll's speaker) Don't worry about me! (He leans against a wall and speaks at a normal volume, his voice full of sadness now) Please, you have to save Pyrrha.

Weiss: We will. Are you okay?

With one last flare of emotion, Jaune screams and throws his Scroll onto the ground, breaking it. He collapses onto his hands and knees, crying.

Jaune: Please...

Weiss: Jaune? Jaune!

The ground shakes, alerting Ruby and Weiss to the danger that approaches them. The Wyvern flies into view, circling Beacon Tower with black ooze dripping from it. It perches on one of the arches stemming from the tower and utters a screech. Ruby draws Crescent Rose, shifting it into its scythe form in preparation for the Grimm spawning from the ooze.

Ruby: I have a plan.

Weiss: (Draws Myrtenaster) You always do.

At the top of the tower, in Ozpin's office, a large amount of smoke flows out from the elevator, masking the entrance of Ember Fall. She confidently strides to the window across the room, a smirk on her face. As if sensing her presence, the Wyvern climbs up to the top, peers at her through the window, and screeches.

Ember: (With a gentle, comforting tone) Shhhh... This is your home now.

The Wyvern stares at her and utters a shorter, quieter screech. Ember backs away from the window and holds her hand out to the side, creating a fireball in her palm

The sound of sparks distracts her, and she looks over her shoulder at the elevator, her fireball dissipating. After a few moments, the sparks come to a stop, and immediately upon the elevator doors' opening, Pyrrha's spear and an arrow from midnight flies toward Ember, who casually leans to her right to dodge with a smirk on her face as she destroys the arrow with her hand.

The spear is soon followed by Pyrrha's shield, backed by Pyrrha herself, and Ember puts her arms up, blocking it and pushing it away. While Ember uses fire to hover in the air, Pyrrha calls her spear and shield back to her with polarity as Cinder forms her swords, staring down their opponent. Ember gains a fiery glow around her eyes and swipes her hand through the air, attacking Pyrrha and Cinder with an arc of fire. She then shoots a stream of fire, which Pyrrha dives over allowing Cinder to Dropkick Ember into a nearby wall to try and stab her but she dodges each swipe and kicks Cinder back who rolls on rhe ground

Six small fireballs form in a circle behind Ember, and she sends another streak of fire toward Pyrrha, who barely avoids it. Once again, the Maiden sends a stream of fire the young redhead's way, but this time, Pyrrha blocks it with her shield. Cinder leaps toward Ember, powering through the flame by spinning midnight, and as soon as the fire stops, she spins around and slashes Ember's arm with her blade. However, Ember catches the blade and throws her to the side as pyrrha attempts to stab Ember bur she pulls her weapon, turning Pyrrha around. Ember slams her palm into Pyrrha's stomach, and fire bursts forth, blasting Pyrrha and Cinder away.

Pyrrha slams into a wall and falls to her hands and knees as Cinder crashes into a broken pillar and falls to one knee. They both then stands back up and faces Ember with determination still in their emerald and amber eyes. Ember propels herself forward with flames jetting from her hands, smirking once again. She attempts to slam into Pyrrha's abdomen, but Pyrrha leaps into the air above her and wraps her arm around Ember's. As Ember slows to a stop, Pyrrha positions herself to place her feet on the wall behind her and pushes off, flipping herself over Ember. She uses the momentum to flip and toss Ember across the floor.

Ember lands on her front and, as she slides, she pushes off the floor to get back on her feet and perform a back-handspring. Her smirk turns into a look of slight concern upon the sight of Pyrrha charging forward to slam her shield into Ember's abdomen and push her over. As Ember stumbles backwards, Cinder hits Ember's right hand with a obsidian arrow as pyrrha, then slashes Ember's left hand with the spear's blade. She then spins around and slashes across Ember's abdomen and legs.