Snow continues to fall from the night sky over Mantle, collecting on roads, sidewalks and rooftops. Pietro Polendina and Maria Calavera stand outside Pietro's clinic with the door open, allowing civilians to take shelter inside.

Woman: What's going on? Is the heat off in Atlas too?

Man: They wouldn't just turn the heat off...

Pietro and Maria look at each other.

Man: ...Would they?

Maria and Pietro look up at the City of Atlas, the underside of which is still lit up cyan and purple.

Inside the dining room of the Schnee Manor, the Atlas councilmen continue to talk to James Ironwood.

Camilla: General, since the day you were appointed Headmaster, there have been Atlesians who are skeptical of one man holding two Council seats.

Ironwood: Yes, which is exactly why we have checks and balances.

Sleet: We're supposed to, but lately you've been running roughshod all over them, making unilateral decisions without us.

Ironwood: Councilman, I never intended--

Sleet: What people intend and what they do aren't always the same, General.

A butler walks into the room, stops at Jacques Schnee's side, and whispers to him.

Jacques: Hm? (hushed) What? For how long?

The butler whispers again. Jacques' eyes widen, while Ahsoka's narrows.

Jacques: (hushed) My authorization? Check it again!

The butler hurries out of the room, and Councilman Sleet looks at Jacques.

Sleet: Councilman Schnee?

Jacques tenses. As he speaks, he adjusts his tie and gestures awkwardly.

Jacques: Um... (clears throat) Yes, I, uh... agree with everything, everything that was, uh, just said. No, uh, no further questions.

He quiets down, collecting himself, and Sleet, Camilla, Ahsoka and Robyn stare at him for a moment.

Robyn: (turning to Ironwood) I'm not quite done yet. You're afraid of something, General. Aren't you?

Ironwood: I think that's pretty obvious, Miss Hill. I'm trying to prevent Atlas from becoming another Beacon, another Haven.

While Robyn speaks, Jacques does not appear to be paying close attention. Instead, he clasps his hands in front of his face, then puts his left hand to his face.

Robyn: Yet, you don't trust your own Council to help you? Operating in secret? These are the actions of somebody who's hiding something.

Ironwood: I'm not hiding anything.

Robyn: Let's put it to the test then.

Robyn stands up, and Jacques lowers his hand from his face and watches as she approaches Ironwood.

Robyn: You're all aware of my Semblance. Let's settle it here and now, General Ironwood.

She stands next to Ironwood and holds her hand out to him. He looks at her hand, then at the councilmen.

Robyn: Here and now.

He looks at her hand again, but before he can do anything, the double doors on the other end of the room noisily swing open.

Weiss: Wait!

Everyone looks toward the door, and Robyn gains a slightly annoyed expression. Weiss is standing in the doorway, holding the doors open.

Weiss: You've got the wrong man on trial.

She walks into the room and stops next to Jacques.

Weiss: I know who's been framing Ironwood, who rigged the election. And my father does, too. He's been working with him.

Jacques looks nervous, and Weiss sets the Scroll that Willow Schnee gave her on the table and taps the screen, causing it to project a hologram screen into the air. The screen depicts a paused video of Jacques and Arthur Watts in Jacques' office.

Camilla: Is that... Arthur Watts?

Sleet stands up, Ahsoka's eyes widen for a moment, a small smile on her lips.

Sleet: That's impossible! Dr. Watts died in the Paladin Incident years ago.

Jacques: Wha-- W-w-what is this?

Ironwood stands up.

Ironwood: Play it.

Weiss taps the play button on the Scroll, and the floating screen begins playing the video. As it plays, Jacques becomes more and more nervous, fidgeting with his hands and then his mustache, sweat quickly appearing on his brow.

Jacques: (in the video) That bastard is costing me more money every day with this embargo. I'd lay off every employee in Mantle if I wasn't trying to get their damn votes for this Council seat!

Watts: What if I said you could have your cake and eat it, too?

Jacques: (in the video) What did you have in mind?

Watts: James Ironwood never recognized my genius. After everything I gave him, he still disgraced me. I simply wish to return the favor.

Sleet watches the video in stunned silence and sits back down. Ironwood begins walking across the room toward Jacques, Ahsoka standing to follow him.

Jacques: (in the video) What's in it for me?

Watts: A seat on the council. All I need is your login credentials for the Atlas network.

Winter Schnee narrows her eyes and subtly shakes her head disapprovingly.

Watts: You promise to make Ironwood's life a waking nightmare, and I will guarantee you victory at the polls by giving the voters down in Mantle a little... "digital push", if you will. As well as... getting rid of some nuances.

Robyn watches with widened eyes, then grips a nearby chair and narrows her eyes angrily.

Jacques: (in the video) I always knew you were a good scientist, Arthur... but I never knew you were such a good salesman.

Ironwood comes to a stop near Weiss.

Ironwood: Enough.

In the video, Jacques cackles, and Weiss taps the Scroll's screen, pausing the video and making the floating screen disappear.

Jacques: (stammering) That, that is-- I--

Jacques quickly stands and moves next to his chair, putting his hands up.

Jacques: (stammering) I can explain that. (clears throat) That... isn't real.

Sleet: (angrily) Jacques, take your seat.

There is a brief pause before Jacques frantically runs for the double doors behind him. He stops abruptly as a white saber is inches away from his face, a calm-faced Ahsoka holding her lightsaber.

Jacques: Weiss...

Weiss: Jacques Schnee, you're under arrest.

Weiss withdraws her Scroll and displays her Huntress license to him with a very serious expression. A few moments pass, and she looks over her shoulder at Ironwood.

Weiss: Can I do that?

In Mantle, people have begun shouting, and someone in the crowd screams "I hate you!" Paying no mind to the commotion, Watts catches a snowflake in his palm and then crushes it.

Someone breaks glass nearby, and he turns to look. A man has shattered the front window of a shop called Dust in the Wind. On the other side of the window is a display of very large Dust crystals and a pair of small signs. The sign on the left, sitting above a tray of purple Dust crystals, says "Sale on Gravity Dust". The sign on the right says "Premium Dust XL". The man grabs two Fire Dust crystals.

The citizens have started a bonfire in the street and are throwing wooden furniture into the fire. The man who looted the Dust shop runs over with his Dust crystals.

Woman: Atlas killed the heat on purpose!

Man: They'll do anything to control us.

Drinking Buddy and Drunk Mann stand back and watch their fellow citizens, and the looter tosses one of the crystals into the fire. There is a small sound as the crystal enters the flames, and the fire briefly bursts outward, growing taller and brighter.

A pair of Atlas soldiers watch from down the road, and one of them activates her communicator.

Soldier: The situation here is getting out of control. Please advise.

Further down that same road, Watts stands around the corner of a building, peeking out at the Atlas soldiers. Behind him, Tyrian Callows drops down from somewhere above and chuckles.

In the Schnee Manor dining room, Jacques is sitting in a chair on the side of the room, with Winter, Ironwood, the councilmen, Robyn, and Clover Ebi standing around him. Team RWBY, Ahsoka, and Penny Polendina are standing together at the end of the room. Clover receives contact on his communicator and puts his fingers to it, listening.

Ironwood: I knew you'd stoop low to get what you wanted, Jacques. But this?

Clover glances at Ironwood and then walks out of the room, continuing to listen to his communicator.

Jacques: This is all a great leap, James.

Ironwood: No, it's quite simple really -- now that I know Arthur Watts is alive. Working with a madman like Tyrian Callows, confirming Vader's intel. It would be easy for someone like him to coordinate an unthinkably heinous act like the one in that warehouse. Watts designed Mantle's entire security network. He used that access to hack the surveillance system and frame someone else for the job.

Everyone but Jacques looks at Penny, who looks away sadly. Ruby places her hand on Penny's shoulder. Ironwood looks at Jacques again.

Ironwood: All while stealing an election.

Ironwood moves closer to Jacques, who becomes nervous.

Ironwood: And once you became a Councilman, your newly granted clearance gave him a (slamming his hands onto the chair's arms) backdoor into Atlas' secure network. But you probably hadn't even considered that, had you?

Robyn: The people that died that night, their blood is on your hands.

Sleet: Jacques Schnee must be tried, not only for treason but as an accessory to murder.

Jacques: These are outrageous accusations! I only intended to win the election. I had nothing to do--

Robyn: Only?!

Enraged, Robyn grabs the nearest chair and slams it into the wall. Penny puts her hand to her lips, and Jacques, Ironwood, Winter and the councilmen look at Robyn. Ironwood straightens up.

Camilla: What else will he be able to do with the access Jacques' given him?

Ironwood: With enough time... whatever he wants.

Jacques, Camilla, Sleet, and Ironwood's Scrolls all buzz and ping, with Jacques' Scroll lighting up the pocket of his coat. The sudden noise and sensation cause Jacques to jump in fright. Ironwood, Camilla, and Sleet withdraw their Scrolls. Camilla deploys her Scroll's screen, which displays an emergency alert, and Sleet answers a call on his.

Sleet: Wait... wait, what? What do you mean the heat has gone off?

Weiss gasps and puts her hand to her lips. Blake Belladonna looks worried, and Yang Xiao Long looks somewhat angry.

Jacques: You have to believe me, I-I-I didn't know he was planning this.

Winter slams her hands down on the arm of Jacques' chair, and he flinches away from her.

Winter: You are going to shut your mouth and get the heating grid up and running again.

Jacques: I... I've been informed that we can't get into the system. It's... it's been blocked off.

Ironwood has been staring at the alert on his Scroll's screen, which says "! Emergency Alert !" and "Atlas Council Security Notification". He lowers his Scroll and turns away, while Robyn walks over to a window and places her hand on it, looking outside.

Sleet: Without heat down there... people are going to die.

Penny and Ruby look at each other worriedly. Ironwood has his hand to his jaw, covering his lips. Ruby walks over to him.

Ruby: General Ironwood? How bad is it?

Ironwood types something into his Scroll and then scrolls through things, one being a screen that displays a shape similar to the Amity Communications Tower.

Ironwood: He's using Jacques' credentials. We can follow that activity on the network. If he's found his way into the Amity system...

Robyn turns her head and looks at Ironwood.

Ironwood: No, the secret is safe. For now. But if he learns about Amity, she learns about Amity.

While he speaks, Ironwood walks past Ruby and Robyn, both of whom watch him.

Weiss: Can you block his access?

He walks past Ahsoka, Weiss, Blake, and Yang, swiping through pages that keep bringing up an "Access Denied" alert.

Ironwood: It's too late. He's already starting to lock us out.

Blake: Can we trace him somehow? Find out where he's hiding?

Ironwood: He's going to be mobile. We need his access point. We need to get him out in the open.

Robyn: Okay, so let me get this straight.

Ironwood stops, and he, Ahsoka, Blake, Yang, Weiss and Penny look at Robyn. She holds up her hand and then does a finger gun gesture as she speaks.

Robyn: Yep, still here everyone.

Robyn resumes a serious expression and walks toward Ironwood.

Robyn: How do a disgraced scientist and disappeared serial killer find each other, General? Why would they target you? And why are you working so hard to hide the Amity Communications Tower from them?

Ironwood: (surprised) You know?

In Mantle, an even larger crowd has begun to gather around the bonfire, with more people running toward it. Pietro and Maria exit the clinic and watch worriedly.

AK-200: Citizens, please disperse. For your own safety, please disperse.

Five Atlesian Knight-200s approaches some of the civilians and then standstill.

AK-200: For your own safety, please--

A pair of civilians wielding metal pipes suddenly attack the front to AK-200s and begin beating the fallen robots with the pipes. Nearby, Pietro watches, horrified. The Grimm sirens begin going off, and the street lamps turn red. A large herd of Megoliaths is charging toward a break in Mantle's wall. A group of Mantas flies toward the herd.

Pilot: Atlas, Manta Team Delta -- beginning first run.

One of the Mantas fires a barrage of missiles at the Megoliaths, but the Grimm appear to be unaffected. The Mantas continue firing missiles at the Megoliaths, while a small group of Sabyrs run ahead and attack the AK-200s guarding the hole in the wall, quickly knocking the robots down. A pair of Atlas soldiers are stationed atop the wall, firing at Grimm that approach it, and they watch the Sabyrs run through the streets. The soldiers hear a screeching noise, look back, and then duck down and cover their heads as a Teryx flies overhead.

Robyn stands face to face with Ironwood.

Robyn: I used to think you were hiding something to protect yourself. But I can tell there's something much bigger going on here. Now I think it's to protect something else. Us... Atlas, maybe even all of Remnant. And you're afraid of what might happen if you tell the truth.

Ironwood frowns. The double doors on the other end of the room swing open, with Clover and Oscar Pine on the other side.

Clover: General, the Grimm are all over Mantle.

Clover and Oscar hurry across the room to stand near Ironwood.

Clover: The air fleet's doing everything they can, but they can't easily target Grimm in the city without risking casualties.

Ironwood: This... this is what I was afraid would happen.

Ironwood puts his hand to his jaw and walks away.

Clover: Sir, we need ground support now.

Robyn: What we need is to start evacuating Mantle. If it's completely overrun, it's not going to be safe anywhere. Use the fleet to get--

Ironwood: If I move the fleet, then Atlas is vulnerable. I... I tried to keep the kingdom safe. And now we're losing everything.

Ironwood places his right hand on the wall and leans on that arm, covering his face with his left hand. Oscar approaches him, resting his hand on the Relic of Knowledge.

Oscar: General? Earlier, you asked for my advice.

Ironwood: I wanted Ozpin's advice.

Oscar: And his advice probably would've been to keep your secrets. When we first got here, you already knew that wasn't the right course. You had a new plan.

Ironwood: It's time to give up on that plan.

Ironwood straightens up, lowering his hand from his face.

Ironwood: It's all falling apart.

Oscar: The panic you were worried about? It's already happening. The secrets you're keeping? They're about to be in the open anyway. It's time.

Ironwood turns and looks at Oscar.

Oscar: Tell the truth.

Ruby: You're not alone.

Ironwood looks over to see that Ruby has approached him with an encouraging smile.

Ruby: We can do this together.

Ironwood nods and smiles.

Ironwood: Thank you. Oscar, I think it's time you get back to the Academy.

Oscar: I think you're right.

Oscar rests his hand on the Relic again. While Ironwood speaks, Winter brings out her Scroll and starts using it, heading over to him.

Ironwood: Miss Hill, Councilman Sleet, Councilwoman Camilla, there are some things you need to know about. Let's figure out how we can help Mantle... together.

Winter holds up her Scroll, with "Transport Authorized" displayed at the top of the screen.

Winter: I've called a transport.

Yang: What about Watts and Tyrian?

Ironwood: You leave them to me. Right now, you're needed down below.

Ruby steps toward the others and poses with her hands on her hips, while Winter and Ahsoka watch, smiling.

Ruby: Alright everybody, it's time to do our jobs. All of us.

Weiss, Blake and Yang look at Penny, who smiles.

Clover: What she said. Let's make it happen, Huntsmen.

Clover heads out of the room with Team RWBY, Ahsoka Penny, Oscar and Winter following him. In the hallway, the group passes by the dark-haired waitress who had been serving the council earlier that night. As she watches them go, she narrows her dark green eyes and smirks.

Ahsoka looks back at the waiter, her eyes narrowing as the waiter walks off.

The last remaining party guests run out the manor's front door, which Marrow Amin is holding open. JNPR is already waiting outside, next to Din holding his pulse rifle, and Maul staring up at the sky. In the foyer, Ruby runs to catch up with Oscar.

Ruby: Oscar?

Oscar turns to face Ruby, who nearly bumps into him.

Ruby and Oscar: I--

The two awkwardly interrupt and speak over each other.

Ruby: Oh. (awkward laugh)

Oscar: Oh, you first.

Ruby: Sorry. I didn't meant to interrupt--

Oscar: You didn't, actually.

Ruby: Um... I just wanted to say uh--

Oscar: I had thought that maybe--

Both: We should tell Ironwood.

The two laugh awkwardly while Ruby's teammates run past.

Ruby: Well, uh... (awkward laugh) I guess we're on the same page, huh?

Oscar: Guess so. He's finally choosing the truth over fear. We should do the same.

Ruby: I'll tell him. I'm the one who chose to keep it from him in the first place.

Marrow: Ruby! Transport's leaving.

Marrow points out the door with his thumb, and Ruby waves her hands to him.

Oscar: I think you're needed elsewhere.

Oscar starts heading to the dining room.

Ruby: You're sure?

Oscar: Yeah, I've got it.

He gives her a thumbs up and continues on his way, and she heads to the front door. They both stop and turn to each other, once again accidentally speaking over each other.

Ruby: Good luck in there.

Oscar: Good luck down there.