Ruby Rose and Yang Xiao Long fight against Emerald Sustrai and Mercury Black. Jaune Arc continues to heal Weiss Schnee, and Nora Valkyrie suspects that he unlocked his Semblance, which allows him to heal people. However, Jaune states that he is not actually healing Weiss, just amplifying her Aura, and he is not worried about his own due to having a large amount of it. Nora then goes to fight Hazel Rainart when she sees Lie Ren being defeated by him. Thanks to her Semblance, Nora manages to overpower Hazel, sending him flying outside of the grand hall to where Adam Taurus and the White Fang observe.
Blake Belladonna then arrives with her parents, Ghira and Kali Belladonna, Sun Wukong, Ilia Amitola, an army of Menagerie Faunus and the local Mistral police force in airships. Adam attempts to blow up Haven Academy, but Ilia had disarmed the bombs beforehand. Realizing the situation is no longer in his favor, Adam angrily orders his followers to kill them all, and the battle between both Faunus groups begins. Hazel is dragged back into the hall by a Queen Lancer summoned by a fully recovered Weiss. Team RWBY then has a brief reunion before they head back into battle. Ruby orders Yang to head into the vault while Weiss fights off Emerald and Mercury. Ruby and Blake share a nod before the latter heads back outside to battle the White Fang.
Down in the vault, Cinder Fall is surprised to learn that Raven Branwen was the real Spring Maiden the whole time, and the two engage each other in a destructive duel. As the battle reaches its climax, a dying Vernal manages to distract Cinder, resulting in Raven defeating her. Cinder is sent flying over the edge and is frozen by Raven's powers, with her body plummeting into the dark abyss below the vault. Raven thanks Vernal one last time as the latter dies, and Raven then proceeds to open the chamber containing the Relic of Knowledge. Before she can enter, however, Yang appears to confront her.
After the opening, Ruby Rose and Yang Xiao Long are shown facing off against Emerald Sustrai and Mercury Black. The sisters switch positions and leap forward to take on their opponents. Yang knocks into Emerald while Ruby takes on Mercury. He uses Talaria to kick Crescent Rose out of her hands.
Mercury: (sarcastically) Uh oh, what're you gonna do now?
Mercury tries to throw a left cross, but Ruby ducks and headbutts him upwards - in a similar manner to what Ozpin taught her what to do. Mercury steps a few feet backwards and holds his nose in pain, before growling at Ruby.
Ruby: (picking up Crescent Rose) Whatever it takes to shut you up.
Nora: You guys doing okay?
Jaune: I- I think so. She's coming to. I just wish this would go faster.
Nora: How about you don't complain and just be thankful you unlocked your Semblance when you did.
Jaune: My Semblance?
Nora: How else do you think you're healing her, dummy?
Jaune stares back at her in disbelief before looking back down at Weiss.
Jaune: No. I don't think I'm healing her. Our Aura heals our bodies. It feels... it feels more like I'm using my Aura to amplify hers!
Nora: Wait, aren't you worried about running out?
Suddenly, Weiss opens up her eyes, stirring.
Nora smiles before standing guard again. Meanwhile, Lie Ren is seen taking on Hazel Rainart, who punches the former back into the wall. Hazel then launches an electrical charge from his lightning-Dust enhanced arm, electrocuting Ren, causing him to scream in pain before falling to the ground.
Jaune: Go! I've got her!
Nora nods at him before proceeding forward.
Weiss: Jaune... what's happening?
Jaune: You took a heavy hit, you need to stay with me while the others fight.
Weiss: That's... (sighs) ... annoying.
Jaune: (smiling) Heh, good to have you back, Weiss.
Meanwhile, Qrow Branwen is seen getting knocked back into the wall and then falls to the ground next to the downed Ren, who struggles to get back up as well. Oscar Pine uses The Long Memory to block flaming rocks being fired from Stalwart. Hazel charges forward and punches Oscar several feet back.
Hazel: Hiding behind the face of a child? A monster like you must be stopped!!
Nora charges at Hazel with a loud battle cry. She leaps into the air, but Hazel catches Magnhild and slams Nora into the ground. Hazel then grabs Nora's head, electrocuting her with his lightning Dust-enhanced arms. She screams out in pain.
Hazel: How many more children must die for you?!
Suddenly, Nora grabs Hazel's wrist.
Nora, inadvertently enhanced by Hazel's electricity thanks to her Semblance, stands back up and flips him over her shoulder. He rolls back several feet away. Nora then holds Magnhild up defensively, before Ozpin gets her attention.
Ozpin: (to Nora) His Semblance... he can block out pain. It's how he is able to handle injecting so much Dust into his body.
Nora stares back at Hazel, who stands back up.
Nora: (darkly) I don't need him to hurt...
Hazel screams and charges forward again.
Nora: I just need him to GO DOWN!!
As Hazel nears her, Nora preps to swing Magnhild. She then swings her hammer right into Hazel's chest, her counterattack launching him through the wall and outside onto Haven Academy's quad. Adam Taurus and White Fang soldiers look on.
White Fang Soldier: (to Adam) What's going on in there?
Hazel: None of your concern...
Adam and his followers stare in amazement as they watch Hazel get back up. He then takes out a pair of red Dust crystals and stabs them into his arms. He lets out another roar as Ruby watches from inside the building. She then looks back to her friends and allies, all of them looking tired and worn out from the battle they've endured.
Adam: Stay focused! Our friends are almost done here.
Adam and his followers get back to work, but then they hear a voice call out to him.
They all look up and see Blake Belladonna standing proudly on top of the roof of a nearby building.
Hazel: Who is that?
Blake: Stand down!
The White Fang soldiers aim their firearms at her.
Adam: Wait! (putting his hands up as the White Fang soldiers stand down, before laughing evilly) To think that I went through so much trouble to find you, only to have you deliver yourself to me.
Blake: This isn't what's right for the Faunus! Stop what you're doing and we can end this peacefully.
Adam: You're wrong, Blake, and you can't stop us.
Blake: No, I can't. Not by myself.
Sun: That's why she didn't come alone!
Adam and his followers turn to the left in surprise, seeing Sun Wukong standing in front of a massive legion of Faunus all armed with blunt weaponry, their shields bearing the old White Fang symbol.
White Fang Soldier: Who's there?
They then turn to the right, and see Ghira Belladonna leading another massive legion of Faunus.
Ghira: Your brothers and sisters.
One of the White Fang Soldiers lowers his weapon, recognizing one of the Faunus in the crowd.
White Fang Soldier: M-- Mata?
Mata is seen in the crowd holding a club and shield.
Mata: (pleading) Please... stop this...
Adam and his followers look all around them assessing the situation.
Adam: Make no mistake, brothers! These are our enemies! And we will not let them ruin--
Suddenly, Adam is interrupted when a Mistral airship shines its searchlight down on Adam and his group. The Mistral police captain is seen on the airship with Kali Belladonna.
Mistral Police Captain: (over P.A.) Adam Taurus, this is the Mistral Police Force! Lower your weapons and surrender peacefully.
More Mistral airships arrive. Back inside, Ruby knocks Emerald back a few feet. Emerald then hears the sounds of the Mistral airships as their searchlights shine through the windows. Everyone stops what they are doing. Weiss leans up as Jaune continues healing her.
Weiss: What's happening?
Jaune: I'm not sure. How are you feeling?
Weiss: (sitting back up) Better. (Weiss activates a summoning Glyph in her hand) Much better. Keep it up.
Back outside, Blake lands to the ground from the roof.
Adam: How?! How did you do this?!!
Blake: Adam, it's over.
Adam looks around as the crowds of Menagerie Faunus get closer to him and his group. He then pulls out a detonator.
Adam: Then it's over for all of us.
Female White Fang Soldier: Hey wait!
Adam's followers hold up their arms as they brace for the impending explosion. Adam presses the button, but nothing happens.
He presses the detonator button a few more times, nothing happens.
White Fang Soldier: What are you doing? Trying to get us all killed?!
Suddenly, Adam grabs his collar.
Adam: (enraged) I am making humanity pay for WHAT THEY'VE DONE!!
Adam let's go and pushes the White Fang soldier back when Blake speaks.
Blake: We sent someone over to confirm your explosives, and once we did, she disarmed them.
Ilia Amitola walks out from around the tower, dropping her black camouflage as she holds the wires in her hand that disabled the bombs. Adam seethes, realizing that the situation is no longer in his favor.
Adam: (turning to Hazel) What do we do?!
Hazel: (cracking his knuckles) This... is your business. Not mine. Fix it.
Adam just glares back at him before turning to Blake.
Blake: I told you, Adam. It's over...
Adam, not having any of it, yells out in frustration and charges forward toward Blake. He takes out Wilt from Blush to slash at her, but Blake uses her Semblance to get out of the way and she knocks him down by balling her fists together and hitting his back. Adam falls to the ground on his knees, before yelling out to his followers.
Adam: KILL THEM!!!
And thus, the battle between both Faunus groups begin. The White Fang soldiers draw their weapons and attempt to fire at the Mistral airships. Sun leaps around twirling Ruyi Bang and Jingu Bang in its staff form, landing on one's shoulders to shoot them. A Faunus with a club battles one soldier, while Ilia fights two more with Lightning Lash. Sun knocks another down before shooting at a second, nearby a horned Faunus strikes her opponent and drives them back. Hazel observes the situation in front of him but is then suddenly impaled by a white, glowing stinger. He is then pulled back inside the building and sits up to see that Weiss is back on her feet with a summoned Queen Lancer flying above her. As she prepares to fight again, she gasps as she notices someone entering the building. Yang and Ruby look back as well and gasp when they see Blake, her eyes widening as she sees all of her teammates in the same place.
Yang stares back at her in disbelief, before her sister snaps her out of her trance.
Ruby: Yang! Go! (pointing in the direction of the vault entrance)
Yang runs forward. Emerald and Mercury try to stop her.
Emerald tries to stop Yang, but fails to and falls to the ground. Mercury grabs her prosthetic arm. Yang's eyes briefly turn red before turning back to normal. She detaches her arm and continues forward, causing Mercury to lose his balance for a bit. She jumps down the hole leading to the vault. Emerald and Mercury attempt to give chase, but they are stopped by an ice wall that suddenly appears in front of them. They turn around and see Weiss with her Queen Lancer summon as she prepares to fight the both of them. Jaune watches from his position and smiles. Ruby then turns back around to look at Blake, and both nod at each other as the cat Faunus goes back outside to join the battle.
Raven growls and shoots Omen out of her hilt, and the two Maidens begin their battle against each other. They strike at each other with a flurry of vicious sword strikes. The two eventually clash, the strike breaking her weapon and the shrapnel hurting her Grimm arm. She holds her arm in pain.
Raven: Aura can't protect your arm, it's Grimm.
Cinder pulls the shrapnel out of her arm and faces Raven again.
Raven: You turned yourself into a monster just for power.
Cinder: (conjuring another weapon while glaring) Look who's talking...
The two proceed forward to clash again. During their bout, Raven quickly switches between the various colored blades in her hilt to counter Cinder's various weapons that she conjures. As their battle intensifies, Cinder conjures a giant flaming sword while Raven uses her Maiden powers to create a massive ice sword. Their clash creates a massive shockwave that shakes the cavern, with the combatants above ground also feeling the tremors. Due to their battle, the giant stalactites hanging from above start to drop. Both Maidens jump back to dodge out of the way. As Raven prepares for her next strike, Cinder's Grimm arm elongates through the dust and grabs Raven's neck. As the Grimm arm slowly drains her powers, Raven notices something and smirks. She sends out a frost-like attack from her palm and freezes Cinder's feet in place as more boulders from the cave in crash down on her. Raven, now free from her grip, does a massive leap into the air and lands on top of one of the falling stalactites. She looks down and notices Cinder survived the cave in, using her fire powers to fly up to her. The two fight their way around the falling stalactites. Eventually, the stalactites land back on the ground, and both Maidens are on their knees, panting in exhaustion while their Auras shimmer as they are about to break.
Raven: (standing back up) Had enough yet?
Cinder: Shut up!
Raven: If you were stronger or more clever, then maybe... you'd remember to watch your back!
Cinder glares at her, wondering what the Spring Maiden is talking about, but then gasps as she looks behind her. She notices the dying Vernal aiming one of her weapons at her and fires. Cinder blocks the attack, but Raven quickly dashes up behind her and lands a devastating lightning attack on her face, shattering her mask and revealing the heavily scarred left side. The sheer force of the attack sends Cinder over the edge of the vault's walkway and above the abyss. She stares back up at Raven, who uses her powers to freeze the Fall Maiden into an ice statue. Cinder's frozen body falls down into the dark depths of the abyss, fading from view. Raven looks down as she watches her enemy continue plunging, before deactivating her Maiden powers and sighing.
Raven: (solemnly) Thank you, Vernal.
Raven sadly looks over to the now-deceased Vernal, whose eyes remain open on her lifeless body. Raven walks over to Vernal's corpse and gently closes her eyes. Raven then proceeds to the Relic chamber's doorway. She activates her Maiden powers again and begins the process to unlock the chamber. Eventually, the door opens up, and on the other side, a massive desert is shown with a path leading to the Relic of Knowledge, which rests on a stone pedestal. Just as she's about to enter the chamber, Raven hears the sound of Ember Celica and turns around to glare at her daughter landing behind her. Yang is shown doing a three-point landing pose and stands back up to face her mother before the screen cuts to black.
- The title of the episode could be a pun on Cinder's defeat.
- Hazel's line to Adam, "This... is your business, not mine." is a callback to Adam stating a similar line to Hazel after killing Sienna Khan in "Dread in the Air".
- Main article: Downfall/Image Gallery