"Dread in the Air" is the second episode of Volume 5 and the fifty-fourth episode of RWBY. It premiered for Rooster Teeth FIRST members on October 21st, 2017, was released for non-FIRST registered users of the Rooster Teeth site on October 24th, 2017, and was made public on October 28th, 2017.


Arthur Watts and Leonardo Lionheart use a Seer to contact Salem and report about the location of the Spring Maiden. Cinder Fall is with Salem and is keen to know Ruby Rose's location after Lionheart reveals the presence of Qrow Branwen. Salem orders Cinder to take her team and go to Raven Branwen, where she will, along with Watts, convince the Branwen tribe to cooperate. Once this is accomplished, Salem will have Spring retrieve the Relic and give Hazel Rainart the go-ahead to let the White Fang destroy Haven Academy. After the report is finished, Cinder speaks privately to Salem, airing her frustrations about allying with bandits as well as keeping Ruby Rose alive. Salem reassures Cinder and concludes the conversation by advising Cinder to be cautious in future encounters with Ruby.

Weiss Schnee continues her flight to Mistral. Along the way, the Cargo Airship she is traveling in encounters the source of the distress call which they heard earlier in the journey. The other airships are destroyed by a swarm of Lancers. Through her cargo ship's maneuvering around the floating islands of Lake Matsu in addition to her own employment of Dust and her Semblance, Weiss manages to ward off the swarm of pursuing Lancers. In the process, however, a Queen Lancer is disturbed. While Weiss is successfully able to defeat the Queen Lancer through the use of her Arma Gigas Summon, the cargo ship takes significant damage in the process and ultimately crashes with the pilot killed in the process.

Adam Taurus, with the help of Hazel, meets with Sienna Khan to seek the assistance of the White Fang for an assault on Haven Academy and by extension a war on Humanity. Amidst her refusal, Adam's true aim for the meeting is revealed as he commits a coup, killing Sienna Khan and taking her place as High Leader of the White Fang. Hazel, who was not informed of the plan, expresses his frustration at the lack of communication Adam had with him as well as his disappointment in the unnecessary death of Sienna Khan.

At the crash site of the cargo airship, Weiss Schnee encounters Raven Branwen and two members of her tribe, and is knocked unconscious.


After the opening, Leonardo Lionheart sits in his office with his head in his hands. From offscreen, Arthur Watts opens the door to the room.

Watts: Are we ready?

Lionheart lifts his head to look at Watts as he closes the door behind him and steps into the room. A brief exchange of looks is made as Lionheart turns his head away from Watts who smirks in response. The two soon enter a secret hallway adjacent to the office. At the end of the curved hallway is a circular room containing a Seer Grimm.

Watts: After you.

Watts pushes Lionheart closer to the Seer Grimm.

Lionheart: Your Grace, are... you there?

The red smoke-like substance contained in the head of the Seer Grimm shifts to form an image of Salem and Cinder Fall at their location in the Land of Darkness.

Salem: Hello, Leonardo. Do you have something to report?

Salem and Cinder are also looking through a Seer Grimm to communicate with Lionheart and Watts.

Lionheart: Of course, ma'am. I would not waste your time, if not.

Watts: I'm still just so fascinated by this creature. Cinder dear, are we coming through? (tapping the Seer) Can you see us clearly? Well, as clearly as you can.

Cinder: (annoyed) Shut... up.

Watts: (sarcastic) Oh goody, you've recovered.

Salem: Your report. What is it?

Lionheart: I've... I've found the Spring Maiden.

Salem: Is that so? Well done. Arthur, had I known how useful you'd be in expediting this process, I would've sent you long, long ago.

Watts: As much as I'd love to take credit, ma'am, I can't say that either of us are to thank for this development. I guess you could say, a little birdie told us.

Salem: Explain.

Lionheart: You see, ma'am, Qrow Branwen arrived at Haven Academy earlier today. He believes Spring has taken residence with his sister's tribe.

Cinder: Is... the girl... with him?

Watts: Yes, Miss Rose was in attendance.

Salem: And you know of the tribe's location?

Lionheart: Yes ma'am! But you have to hurry! Qrow is already at odds with my--

Salem makes a face of annoyed concentration and in response one of the Seer Grimm's tentacles shoots out to wrap around Lionheart's throat and choke him.

Salem: Leonardo, do you remember the first time we met? I remember. I remember your fear. But, since that day, you've been extraordinarily brave. I won't forget all that you've done for me. Do not forget everything that I can do to you.

The Seer Grimm slowly brings the point of another tentacle close to the face of Lionheart before drawing it back. Within the orb of the Seer Grimm, Salem makes a gesture, and the tentacle simultaneously releases him from the chokehold. Lionheart coughs and gasps for breath.

Salem: Cinder, you and your team will meet with Doctor Watts, and together, convince Raven Branwen that the survival of her people depends on her cooperation. Once you have Spring under control, escort her to the Relic and contact Hazel. The White Fang was promised the destruction of Haven, and they'll have it once we have what we need.

Watts: Understood.

Salem: Not you, Arthur. Tyrian's in need of a new tail.

Watts: What happened to his old one?

Cinder: Guess.

Watts: The silver-eyed girl?

Cinder looks stern and grunts as acknowledgement.

Watts: It will be done.

Salem: Good.

The image of Salem disappears from the Seer Grimm to show the connection has ended.

Watts: Seems Qrow was right, Lionheart. The students aren't pushovers.

In the Land of Darkness, Cinder is clearly unhappy.

Salem: You're free to speak your mind.

Cinder: I don't understand. Working with bandits? Keeping Ruby alive? What's the point? We're strong enough to take what we want by force!

Salem: Never underestimate the usefulness of others. Take Leonardo; he was one of Ozpin's most trusted, and yet now... (chuckles) You will have the power I promised you, when the time is right. But remember that it comes with a cost. If Ruby Rose has learned to harness her gift, then you must take care to protect yours. There's only so much I can do to aid you.

Cinder bows to Salem and goes to exit the room.

Salem: And Cinder, before you go, inform Tyrian... (her smile turning to a frown) that I wish to have a word with him.

Cinder smiles, nods in acknowledgement of Salem's order and turns, leaving the room. A few seconds after she disappears from view, the loud noise of the door immediately transitions to the next scene.

As the cargo ship flies over Lake Matsu, Weiss Schnee, still somber over being unable to help the Mistralian cargo pilots, suddenly notices to her right a series of landmasses floating in the bright blue, partly cloudy sky, with what appears to be black crystals jutting out from the bottom of the rock formations. Puzzled, she then decides to head into the pilot's cabin. The doors open.

Weiss: Where are we?

Pilot: Nowhere good. Passing by some of Lake Matsu's floating islands. The gravity Dust that forms in these things is giving us a little turbulence. Nothing I can't handle, but the islands sometimes hide some nasty Grimm. (As Weiss walks toward the pilot, outside, an airship is seen quickly heading towards them, on fire, and leaving a giant trail of smoke behind it.) I'm just betting on our friends in distress keeping them preoccupied.

Weiss notices to her right the approach of the heavily damaged airships.

Weiss: Look out!

The airship comes barreling from their right, narrowly hitting their cargo ship and forcing the pilot to pull upward to avoid it. The doomed craft, bearing a white symbol for Mistral on its sail, proceeds to collide into one of the floating islands.

Pilot: You've got to be kidding me!

The pilot then decides to switch back to the radio, listening in for nearby transmissions.

Mistral Pilot: By the gods, we've lost Percy! Help!

Another Mistralian airship, pursued by a swarm of wasp-like Grimm, is suddenly hooked from multiple directions by their extendable stingers, which leaves them trapped and unable to move.

Mistral Pilot: We're hooked! We're hooked!

As the pilot makes a frantic call, the wood on the ship's exterior begins to crack, as the insects grappling on the ship pull very tightly.

Mistral PIlot: Everyone, abandon ship!

Capitalizing on their fear, one of the Grimm somersaults into the air and dive-bombs into the top of the ship, as the pilot and everyone on board perishes in the ensuing explosion. The rest of the Grimm following this turn their attention to and pursue Weiss' airship.

Pilot: Lancers, freaking Lancers! Alright buckle up-- Huh?

He turns to speak to Weiss, only to see her jump down a hatch into the cargo hold, as she is determined to stop the swarm.

Pilot: (over an intercom speaker) What are you doing?

Weiss: What we should've done in the first place! You're carrying Dust, right?

Pilot: Officially, no. Actually, yes.

Weiss opens a large container of vials of powdered Dust and loads her weapon Myrtenaster with six of them.

Weiss: Then when I tell you, open the rear door!

Pilot: Better make it quick!

The pilot makes multiple evasive maneuvers, but the Lancers gain on the ship and begin to shoot their stingers at it.

Pilot: Kid, we're cutting it close!

Weiss Summons a black glyph underneath her to keep her stuck to the ship as she readies her sword in front of her.

Weiss: Ready!

The cargo doors open and the battle begins. Using glyphs and Dust, Weiss succeeds in eliminating one of the Grimm.

Pilot: Haha! Hold on!

She eliminates five more while the pilot continues to do evasive maneuvers. She gets knocked off balance when the cargo ship rocks.

Weiss: Ah! What was that?!

The upper level of the cargo ship has Lancer stingers sticking in through the ceiling.

Pilot: We're hooked!

The outside of the airship has two Lancers firmly planted on top of it before the rest of the swarm gains on the cargo ship once more, with some of the Grimm flying alongside it.

Pilot: I got an idea! Hold on! Literally!

The pilot accelerates the ship toward one of the floating islands, waiting until the last possible moment before suddenly diving and using the remaining forward momentum to throw the Lancers on the ship off into the side of the rock formation.

Pilot: Ha ha!

Weiss: Can you find a pair of islands we can fit between?

The cargo ship is turned and travels toward a pair of closely adjacent, interconnected islands.

Pilot: Kid, you are reading my mind!

As the cargo ship narrowly avoids the close islands walls and the attacking Lancers, Weiss fires three fireballs from her glyphs to destroy an overhanging rock formation. The attack causes debris that kills the attacking Grimm, but also awakens an unseen Queen Lancer.

Pilot: Yeah! Great going, kid! We are in the clear!

Immediately after Weiss exhales in relief, a Lancer significantly larger than the rest suddenly appears outside the cargo doors.

Weiss: It's a Queen Lancer!

Pilot: What?!

The Queen Lancer attacks and Weiss is unable to stop it.

Pilot: Do something!

Weiss uses most of the Dust crates to explode against the creature, but it survives unscathed.

Pilot: I can see the shoreline! Gods, we're not gonna make it!

Regaining her composure, Weiss Summons her Arma Gigas.

Weiss: Pull up, now!

The pilot causes the cargo ship to pull up and ascend further into the air, before maneuvering to have the vehicle upside down. During this, the Arma Gigas leaves the vehicle and dives toward the Queen Lancer. The Arma Gigas, controlled by Weiss, manages to kill the Grimm. However, the cargo ship has taken too much damage and descends. Weiss tries to use her Semblance to slow the ship's trajectory down, but it's not enough to prevent it from crash landing.

Inside the White Fang headquarters, Adam Taurus kneels before Sienna Khan, who is sitting on a throne flanked by two guards on either side of her.

Sienna: Adam. I'm not going to repeat myself, so I want you to listen when I tell you that the White Fang will not attack Haven Academy.

Adam: High Leader Khan, I am begging you.

Sienna: You should beg for forgiveness and nothing else! The assault you led on Beacon was not the great victory you clearly think it was, and you should be more grateful your punishment was not more severe. You are a symbol for many in our organization, but that doesn't make you infallible.

Adam: I was merely trying to follow your example, High Leader.

Sienna: And what example might that be?

Adam: Strength. Strength and unwavering conviction. The humans have seen that strength now.

Sienna: I was one of the first to suggest violence where violence was necessary. Peace bred complacency and acceptance of our place in the world. I will not allow humanity to push us down without pushing them back. But the destruction of the Huntsman Academies crosses a line! The loss of the CCT has brought global communication to a crawl! And the White Fang is more of a target now than ever before! You have justified humanity's campaign against us, and for what?! Empty promises from a group of humans? Humans we still know nothing about, and come and go as they please! These are not examples of strength, Adam. They are examples of your talents being diminished by shortsightedness!

Adam: If you want to know more about the humans, then why not talk to one of them yourself?

Adam rises and turns toward the entrance to the room.

Adam: Hazel!

Hazel Rainart opens the doors to the large room.

Hazel: Took you long enough.

As Hazel enters, Sienna rises from her seat and her guards all point their spears toward Hazel.

Sienna: What is this?!

Hazel: Apologies. I don't aim to cause any trouble.

Sienna: You've brought a human to this location?

Adam: You should hear what he has to say.

Sienna: This is grounds for execution!

Hazel: Ma'am, please. Nobody needs to die today. (kneeling) I'm just asking for a moment of your time.

Sienna: The longer you stay here, the less of a chance you have of leaving alive.

Hazel: I'll take those chances, if you don't mind.

Sienna sits back down, her guards return to their neutral position and Hazel rises again before continuing to speak.

Hazel: You don't like me. You have no reason to like me. But you don't have to like me to get the results you want.

Sienna: I'm starting to doubt either of you fully comprehend what it is that I want. I want humanity to fear the Faunus, to know that we demand respect! I do not want to start a war with the humans that we cannot win!

Adam: That's where you're wrong.

Sienna and Hazel focus on Adam who begins to advance toward Sienna while continuing to speak.

Adam: We can win a war against the humans. Not only because we have the support of Hazel's master, but because the Faunus are the dominant species of this planet. We're better than humans. We have everything humans have and more. Humans shouldn't just fear the Faunus, they should serve the Faunus.

Sienna: I've had enough of this conversation for tonight. Guards, take them away.

The guards remain stationary.

Sienna: I said, take them away!

Adam: I will admit, Sienna, you were right about my popularity. My followers in Vale already see me as the true High Leader. And many here in Mistral feel the same.

Four armed White Fang soldiers enter through the main doors and stop, pointing their weapons into the room as Sienna rises to her feet.

Hazel: What are you doing?

Adam: What's right for the Faunus. From this day forward, I will be the one to lead the White Fang.

Four more soldiers reveal themselves with their weapons drawn, two on each side of the room, as Sienna's guards point their weapons at her. Sienna quickly judges the situation, though taken by surprise. Her eyes narrow darkly.

Sienna: If you think I'll just step aside and follow beneath you, you're wrong.

As she turns toward him, Sienna is impaled by Adam's weapon.

Adam: I know.

He lifts the blade, making it slide deeper into Sienna's body and lifting it off the ground. Fists clenched, her body shakes from the damage and Adam takes advantage of her closer proximity to rest a hand on her shoulder and speak into her ear.

Adam: Thank you, Sienna. You were there when our people needed you, but they need me now. I'm sorry you couldn't see this through to the end.

Sienna growls at this and lifts her hand to claw at Adam's neck. Before she makes contact Adam swiftly removes his weapon from Sienna, causing her body to fall to the ground and roll to the bottom of the steps leading up to her throne. The White Fang soldiers begin to withdraw their weapons as Hazel looks down upon her body before returning his sight back to Adam with an annoyed look.

Adam: Give our former leader a proper burial. All who were here tonight will claim that Sienna was murdered by a human Huntsman. Sienna Khan will become a martyr for our cause, her final act as High Leader.

All of the White Fang soldiers leave the room, two carrying Sienna's body with them on a stretcher, leaving Adam and Hazel the only ones remaining.

Hazel: When were you planning on telling me about that?

Adam withdraws a cloth from his back pocket and slides it across Wilt's blade, cleaning it of Sienna's blood.

Adam: This was my business, not yours.

Hazel: It's our business now, and I don't appreciate you withholding things like that.

Adam: Your master was concerned with Sienna's willingness to cooperate. Now she doesn't have to be.

Hazel: Nobody needed to die today.

Hazel leaves the room as Adam sits down on the throne.

Adam: I... disagree.

The cargo ship has crashed in a forest. Weiss is lying injured on the ground with clothes dirtied as two bandits approach her.

Weiss: Help... please.

Bandit One: What do you think?

Raven approaches from offscreen to take a position between the two bandits and directly above Weiss.

Raven: I think... we just hit the jackpot.

Weiss' face turns to one of concern as she looks up at Raven, who stomps on her face, causing her to lose consciousness and the scene to fade to black.


See Also


  • Much earlier in production, the White Fang scene in this episode was originally planned to be the opening scene of the Volume. However, they realized that it would have given the wrong tone for the Volume and moved it.[1]
  • The battle against the Lancer's in the skies of Lake Matsu was the biggest set by the time Volume 5 was made.[2]

Image Gallery

Main article: Dread in the Air/Image Gallery


  1. Volume 5 Directors' Commentary Chapter 2
  2. Volume 5 Directors Commentary Chapter 2