While Oobleck and Port oversee the evacuation, Ruby and Weiss hunt for the missing Jaune and Pyrrha.

At Beacon Tower, Cinder appears to defeat Ozpin so Pyrrha fights her alone to try and save the tower. Ruby's arrival just in time to see the end of the fight triggers a mysterious power she didn't know she had.

The episode ends with Ruby deciding to travel to Haven in search of answers.

We are introduced to Salem, her subordinates, and the eerie landscape in which she lives - a landscape that spawns new Grimm from pools of black ooze.

Meanwhile, Ruby, Nora, Jaune and Ren are travelling through Anima by foot, fighting monsters and debating their team name as they go.

Blake travels to Menagerie on a ship, which falls under the attack of a Grimm. She defeats it with the help of Sun, who secretly followed her after Beacon was destroyed. He offers her assistance in investigating the White Fang, but Blake, however, wants to return home to rest. In Patch, Yang is given a bionic arm from Ironwood, but she is hesitant to try it on, still suffering from her memories of Adam.

Cinder trains and Tyrian loses control. Weiss attempts an escape, Blake resolves to reclaim what is hers, and Ren sees a nightmare from the past.

Professor Lionheart's method of passing information to Salem is revealed and Weiss' transport runs afoul of the Grimm. Meanwhile, Adam and Hazel meet with Sienna Khan, who is extremely angry with Adam's attack on Beacon Academy.

As the battle for Haven reaches its conclusion on the surface, Yang confronts her mother at the relic vault.

What is your favorite fairy tale?

Heroes and villains alike are confronted with troubling revelations.

A Leviathan has emerged from the ocean depths and now threatens to destroy the city of Argus. With Cordo's Colossus incapacitated, the Atlas Base has little they can do to protect the people.

Between Watts, Tyrian, and the seemingly endless swarm of Grimm, evil is encroaching on our heroes from all sides. The biggest threat, however, may be hiding where they least expect it.

More than ever before, the allied forces standing against Salem need to be united. But after Ironwood refused to continue evacuating Mantle, our heroes need to choose a new path forward -- if only they could agree on one.

Jaune, Ren, and Yang's pursuit of a mysterious new Grimm results in unexpected complications. Ruby, Weiss, and Blake find a new place to lay low. Cinder receives an ultimatum.

It's time.

The clock is ticking on Jaune, Ren, and Yang's rescue mission. The Ace-Ops hold the line against against Salem's forces.

Sometimes it's worth it all to risk the fall.